HomeMy WebLinkAbout2024 02-06 CC AGENDA PKTAGENDA
Consolidated Regular Meeting
City Council Chamber - 1243 National City
Boulevard, National City, CA
Ron Morrison, Mayor
Ditas Yamane, Vice-Mayor – District 3 Benjamin A. Martinez, City Manager
Marcus Bush, Councilmember Barry J. Schultz, City Attorney
Luz Molina, Councilmember- District 1 Shelley Chapel, MMC, City Clerk
Jose Rodriguez, Councilmember R. Mitchel Beauchamp, City Treasurer
_______________________________________________________________________
The City Council also sits as the City of National City Community Development Commission, Housing Authority,
Joint Powers Financing Authority, and Successor Agency to the Community Development Commission as the
National City Redevelopment Agency
Thank you for participating in local government and the City of National City Council Meetings.
Meetings: Regular City Council Meetings are held on the first and third Tuesday of the month at
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based on needs. Check Special Agendas for times.
Location: Regular City Council Meetings are held in the Council Chamber located at City Hall,
1243 National City Boulevard, National City, CA 91950, the meetings are open to the public.
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EFFECTIVE JANUARY 1, 2023
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in a meeting should direct such request to the City Clerk’s Office (619) 336-4228 at least 24 hours
in advance of the meeting.
AGENDA
Consolidated Regular Meeting
City Council Chamber - 1243 National City
Boulevard, National City, CA
Ron Morrison, Mayor
Ditas Yamane, Vice-Mayor – District 3 Benjamin A. Martinez, City Manager
Marcus Bush, Councilmember Barry J. Schultz, City Attorney
Luz Molina, Councilmember – District 1 Shelley Chapel, MMC, City Clerk
Jose Rodriguez, Councilmember R. Mitchel Beauchamp, City Treasurer
_______________________________________________________________________
The City Council also sits as the City of National City Community Development Commission, Housing Authority,
Joint Powers Financing Authority, and Successor Agency to the Community Development Commission as the
National City Redevelopment Agency
Gracias por participar en las reuniones del gobierno local y del Consejo de la Ciudad de National
City.
Reuniones: Las reuniones regulares del Consejo Municipal se llevan a cabo el primer y tercer
martes del mes a las 6:00 p.m. La reunión especial de sesión privada y los talleres pueden ser el
mismo día, la hora de inicio se basa en las necesidades. Consulte las agendas especiales para
conocer los horarios.
Ubicación: Las reuniones regulares del Concejo Municipal se llevan a cabo en la Cámara del
Consejo ubicada en el Ayuntamiento, 1243 National City Boulevard, National City, CA 91950, las
reuniones están abiertas al público.
Agendas y Material: Las Agendas y el Paquete de Agenda para los temas enumerados están
disponibles en el sitio web de la Ciudad y se distribuyen al Concejo Municipal no menos de 72
horas antes de la Reunión del Concejo Municipal. Regístrese para recibir notificaciones
electrónicas cuando se publiquen artículos.
Participación pública: Se fomenta de varias maneras como se describe a continuación. Los
miembros del público pueden asistir a la Reunión del Concejo Municipal en persona, ver la
Reunión del Concejo Municipal a través de la transmisión web en vivo o participar de forma
remota a través de Zoom. Las grabaciones de las reuniones están archivadas y disponibles para
su visualización en el sitio web de la Ciudad.
Comentario Público: Las personas que deseen dirigirse al Concejo Municipal sobre asuntos
que no están en la agenda pueden hacerlo bajo Comentarios públicos. Quienes deseen hacer uso
de la palabra sobre los temas del programa podrán hacerlo cuando se esté examinando el tema.
Por favor, envíe una solicitud del orador al Secretario de la Ciudad antes de la reunión o
inmediatamente después del anuncio del artículo. Todos los comentarios estarán limitados a tres
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un gran número de oradores. (Política del Concejo Municipal 104)
Si desea enviar comentarios por escrito, envíe un correo electrónico a la Oficina del Secretario de
la Ciudad al menos 4 horas antes de la Reunión del Consejo Municipal para dar tiempo a la
distribución al Consejo Municipal.
A PARTIR DEL 1 DE ENERO DE 2023
Todas las contribuciones a los candidatos y funcionarios electos actuales deben autoinformar una
Declaración de contribución de campaña a un concejal de más de $ 250 en el último año (a partir
del 1 de enero de 2023). Este informe puede incluirse en el Recibo del orador de comentarios
públicos que se completará antes de la reunión del Concejo Municipal
Servicios de interpretación en español: Los servicios de interpretación en español están
disponibles, comuníquese con el Secretario de la Ciudad antes del inicio de la reunión para
obtener ayuda.
Título II de la Ley de Discapacidades Americanas: En cumplimiento con la Ley de Discapacidades
Americanas de 1990, las personas con discapacidad pueden solicitar una agenda en formatos
alternativos apropiados según lo requerido por el Título II. Cualquier persona con una
discapacidad que requiera un modificación o adaptación para participar en una reunión debe
dirigir dicha solicitud a la Oficina del Secretario de la Ciudad (619) 336-4228 al menos 24 horas
antes de la reunión.
AGENDA
Consolidated Regular Meeting
Tuesday, February 6, 2024, 6:00 p.m.
City Council Chamber - 1243 National City Boulevard
National City, CA
Pages
1.CALL TO ORDER
2.ROLL CALL
3.PLEDGE OF ALLEGIANCE TO THE FLAG
4.INVOCATION
5.PRESENTATION - STAFF REPORT
5.1 Presentation - Update on Local Emergency Caused by Severe Rainstorm and
Flooding
6
Recommendation:
Receive Report and Presentation. Provide Direction to Staff through the City
Manager.
6.PUBLIC COMMENT
In accordance with State law, an item not scheduled on the agenda may be brought
forward by the general public for comment; however, the City Council will not be able to
discuss or take action on any issue not included on the agenda. Speakers will have up
to three (3) minutes.
7.PROCLAMATIONS AND RECOGNITION
7.1 Introduction of New City Employees 13
8.REGIONAL BOARDS AND COMMITTEE REPORTS (Limited to Five (5) Minutes each)
9.CONSENT CALENDAR
The Consent Calendar may be enacted in one motion by the City Council with a Roll
Call Vote without discussion unless a Councilmember, a member of the Public, or the
City Manager requests an item be removed for discussion. Items removed from the
Consent Calendar will be considered immediately following the adoption of the
Calendar.
9.1 Approval of Reading by Title Only and Waiver of Reading in Full of Ordinance
on this Agenda
9.2 Approval of City Council Meeting Minutes.14
Recommendation:
Approve and file.
9.3 Acceptance of State Active Transportation Grant Funds for the Construction
Phase of the Central Community Mobility Enhancements Project, CIP No. 19-
23.
26
Recommendation:
Adopt a Resolution Entitled, “Resolution of the City of National City, California,
1) Authorizing the Establishment of an Appropriation of $1,095,000 and a
Corresponding Revenue Budget for the Construction Phase of the Central
Community Mobility Enhancements Project, CIP 19-23, Reimbursable through
the State Active Transportation Program Approved by Caltrans; and 2)
Committing to Providing a Local Match in the Amount of $442,000.”
9.4 Project Close-Out and Notice of Completion for the National City Street
Resurfacing Project FY 21/22, CIP No. 22-19.
33
Recommendation:
Adopt a Resolution Entitled, “Resolution of the City Council of the City of
National City, California, 1) Accepting the Work Performed by Eagle Paving
Company, Inc. for the National City Street Resurfacing Project FY 21/22, CIP
No. 22-19; 2) Ratifying Change Order Work in the Amount of $15,166.39 and
Approving the Final Contract Amount of $2,398,563.39; 3) Ratifying the
Release of Retention in the Amount of $119,928.17; and 4) Authorizing the
Mayor to Sign the Notice of Completion.”
9.5 Semi-Annual Report – Boards, Commissions, and Committee Attendance
Report – Includes Third and Fourth Quarter of 2023.
42
Recommendation:
Receive and file.
9.6 Warrant Register #21 for the period of 11/17/23 through 11/23/23 in the amount
of $335,847.62.
56
Recommendation:
Ratify Warrants Totaling $335,847.62
Page 2 of 251
9.7 Warrant Register #22 for the period of 11/24/23 through 11/30/23 in the amount
of $5,071,548.14.
61
Recommendation:
Ratify Warrants Totaling $5,071,548.14
9.8 Warrant Register #23 for the period of 12/01/23 through 12/07/23 in the amount
of $3,085,699.94.
67
Recommendation:
Ratify Warrants Totaling $3,085,699.94
9.9 Warrant Register #24 for the period of 12/08/23 through 12/14/23 in the amount
of $2,634,970.15
74
Recommendation:
Ratify Warrants Totaling $2,634,970.15
10.PUBLIC HEARING
The following item(s) have been advertised as public hearing(s) as required by law.
10.1 Introduction and First Reading of an Ordinance Amending Section 18.060.10
of Title 18 (Zoning) of the National City Municipal Code Related to the
Measurement of Height for New Structures.
80
Recommendation:
Introduce the Ordinance by First Reading, entitled, “Ordinance of the City
Council of the City of National City, California, Amending Section 18.10.060 of
Title 18 (Zoning) of the National City Municipal Code Related to the
Measurement of Height for New Structures.”
10.2 $1.5 Million HOME, HOME-ARP Loan to Union Tower Project and HUD
Substantial Amendment to FY23-24 AAP
88
Recommendation:
Adopt the Resolution Entitled, “Resolution of the City Council of the City of
National City, California Adopting the U.S Department of Housing and Urban
Development (HUD) Substantial Amendment to the 2023-2024 Annual Action
Plan and the Allocation of $1,035,092.81 in Home Investment Partnerships
Program (HOME) Grant Funds, $170,808.46 in HOME-Community Housing
Development Organization (CHDO) Grant Funds, and $294,098.73 in HOME-
American Rescue Plan (HOME-ARP) Grant Funds as a Conditional Loan to
Union Tower by Wakeland Housing and Development Corporation.”
Page 3 of 251
11.STAFF REPORTS
11.1 Union Tower Project Closing Documents For the Construction and Permanent
Financing for the $8M Housing Authority Loan Agreement and Related
Documents.
101
Recommendation:
Approve the Resolution, Entitled, “Resolution of the Community Development
Commission-Housing Authority of the City of National City, California, (1)
Approving the Construction and Permanent Financing Loan Agreement for the
Union Tower Project (“Project”), Located at 2312 F Avenue in National City,
With the Borrower, Union Tower One LP, a California Limited Partnership; and
(2) Authorizing the Executive Director to Execute Project Related Documents.”
11.2 Proposed Amendment to the Local Preference for CDC-HA Assisted
Affordable Housing Projects.
231
Recommendation:
Adopt the Resolution Entitled, “Resolution of the Community Development
Commission-Housing Authority (CDC-HA) of the City of National City,
California, Amending Its Local Preference Policy to Require Any CDC-HA
Assisted Housing Projects to Follow the Local Preference Policy and to
Further Align With Federal and State Regulations.”
11.3 Fiscal Year 2023 Budget Review 240
Recommendation:
Accept and file this report, and adopt the resolution ratifying budget
adjustments as detailed in Exhibit A of this report.
11.4 Reorganization of the City Manager’s Office, Departments, and Divisions 247
Recommendation:
For the purpose of reorganizing the City Manager’s Office, Departments, and
Divisions, the City Manager requests authorization to add the following staff
positions:
Deputy City Manager (2)•
Assistant Community Development Director•
Finance Director•
City Librarian•
Executive Assistant III (Council Offices of Molina and Bush)•
Furthermore, the City Manager requests authorization to vacate the following
staff positions:
Assistant City Manager•
Page 4 of 251
Director of Administrative Services•
Housing Director•
Human Resources Director•
Library & Community Services Director•
Planning Manager•
It is anticipated these actions will create a more efficient organization more
adept to meet the needs of the community while achieving significant cost
savings.
12.CITY MANAGER’S REPORT
13.ELECTED OFFICIALS REPORT
13.1 POLICY 105 REQUEST - Consideration of Ordinance Exercising Police
Power - Evictions Requested by Councilmember Rodriguez
251
14.CITY ATTORNEY REPORT
15.ADJOURNMENT
Regular Meeting of the City Council of the City of National City - Tuesday, February 20,
2024 - 6:00 p.m. - Council Chambers - National City, California.
Page 5 of 251
AGENDA REPORT
Department: City Manager's Office
Prepared by: Shelley Chapel, MMC, City Clerk
Meeting Date: Tuesday, February 6, 2024
Approved by: Benjamin A. Martinez, City Manager
SUBJECT:
Presentation - Update on Local Emergency Caused by Severe Rainstorm and Flooding
RECOMMENDATION:
Receive Report and Presentation. Provide Direction to Staff through the City Manager.
BOARD/COMMISSION/COMMITTEE PRIOR ACTION:
Not Applicable.
EXPLANATION:
On Monday, January 22, 2024, residents of San Diego County experienced an event referred to
as the 1,000-year storm. Cities around the County experienced rainfall of over three (3) inches
in a single 24-hour period, a total that exceeds that of an average wet month and rivals the rainfall
needed to spur a 100-year flood.
On Tuesday, January 23, 2024, the Governor of the State of California issued a proclamation of
a State of Emergency for San Diego County due to the historic rainfall experienced. The County
of San Diego and cities in the region issued similar proclamations.
On Thursday, January 25, 2024, the City Manager, as Emergency Services Director, issued a
Proclamation of Local Emergency in response to the impacts of the January 22nd rain storms,
which fell upon the City.
Since the storm, the City has experienced devastating destruction caused by the rains, which
resulted in flooding that impacted residences, businesses, and facilities of the City. The City has
been providing emergency response services, continued community clean up, damage
assessment, and on-going outreach to those affected.
At the time this report was written, the forecast for the next eight (8) days is rain, potentially
exacerbating the conditions of extreme peril to the safety of persons and property within National
City.
At the City Council Meeting of Tuesday, February 6, 2024 the City Manager and staff will provide
an update on the Local Emergency recovery efforts including the status of available resources for
those affected.
FINANCIAL STATEMENT:
Unknown at this time.
Page 6 of 251
RELATED CITY COUNCIL 2020-2025 STRATEGIC PLAN GOAL:
Public Safety
ENVIRONMENTAL REVIEW:
This is not a project under CEQA and is therefore not subject to environmental review.CCR15378;
PRC 21065.
PUBLIC NOTIFICATION:
The Agenda Report was posted within 72 hours of the meeting date and time in accordance with
the Ralph M. Brown Act.
ORDINANCE:
Not Applicable
EXHIBITS:
Exhibit A – Resolution adopted January 29, 2024 Ratifying the Proclamation
Exhibit B – Attachment to Exhibit A – Proclamation of the Existence of Local Emergency
Page 7 of 251
RESOLUTION NO.2024 -06
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY,CALIFORNIA,RATIFYING THE PROCLAMATION OF A LOCAL EMERGENCY BY
THE EMERGENCY SERVICES DIRECTOR
WHEREAS,Section 2.48.060 of the National City Municipal Code empowers the City
Manager,as Emergency Services Director,to proclaim the existence,or threatened existence
of a Local Emergency when said City is affected,or likely to be affected,by a‘public calamity
and the City Council is not in session subject to ratification by the City Council;and
WHEREAS,such Proclamation entitles the Emergency Services Director,and the
emergency organization of National City,to all the powers,functions,and duties prescribed
_by state law,charter,ordinances,and resolutions of the City of National City;and
WHEREAS,conditions of extreme peril to the safety of persons and property did arise
within National City caused by severe rainstorm and subsequent damage caused by flood
commencing on the 22ncl day of January,2024,at which time the City Council was not in
session and could not be called into session;and
WHEREAS,the Emergency Services Director of the City of National City issued a
Proclamation of Local Emergency within National City on the 25‘'1 day of January,2024;and
WHEREAS,the City Council does hereby find that the aforesaid conditions of extreme
peril did warrant and necessitate the Proclamation of Local Emergency.
NOW,THEREFORE,THE CITY COUNCIL OF THE CITY OF NATIONAL CITY,
CALIFORNIA,DOES RESOLVE,DECLARE,DETERMINE,AND ORDER AS
FOLLOWS:
Section 1:That the City Council hereby‘ratifies and confirms the Proclamation of
Local Emergency for the City of National City issued by the Emergency Services Director onthe25“1 day of January,2024:
Section 2:That the City of National hereby requests the City be granted financial
assistance pursuant to the California Disaster Assistance Act to recover the expenses
incurred by the City in responding to the conditions of local emergency,and that a copy of
this Resolution Ratifying the Proclamation of a Local Emergency be forwarded to the
California Governor's Office of Emergency Services.
Section 3:That the City Clerk shall certify to the passage and adoption of this
Resolution and enter it into the book of original Resolutions.
Page 8 of 251
PASSED and ADOPTED this 29"1 day of January,2024.
R n Morrison,Mayor
ATTEST:
6AA ghelleyégapel,MMC,City Clerk
APPROVED AS TO FORM:
Barry JESZZfi/ultz,City Attorney
Page 9 of 251
Passed and adopted by the City Council of the City of National City,California,on
January 29,2024 by the following vote,to-wit:
Ayes:Bush,Molina,Rodriguez,Yamane,Morrison
Nays:None.
Absent:None.
Abstain:None.
AUTHENTICATED BY:RON MORRISON
Mayor of the City of National City.California
Shelley Chapel
City Clerk of the City of National City,California
BY:jflvflMQflaW
VS elley Cha(9l’.MMC,City Clerk
Page 10 of 251
CITY OF NATIONAL CITY
Proclamation of Local Emergency (by Emergency Services Director)
WHEREAS,Ordinance No.1335 of the City of National City empowers the Emetgency
Services Director to proclaim the existence or threatened existence of a Local Emergency when
said City is affected,or likely to be affected,by a public calamity and the City Council is not in
session;and
WHEREAS,the Emergency Services Director of the City of National City does hereby find
that conditions of extreme peril to the safety of persons and property have arisen within National
City,caused by severe rainstorm and subsequent damage caused by flood commencing on or
about 7:00 am.on the 22nd day ofJanuary,2024;and
WHEREAS,the rainstorm was of extreme,unusual and unpredicted severity,dropping
over 3 inches of rain in a single 24-hour period,a total that exceeds that of an average wet month
and rivals the rainfall needed to spur a 100-year flood event;and
WHEREAS,also on the morning of January 22,2024,and coinciding with the acute rain
event,a high tide crested at 6.56 feet,with this high-water level curtailing the ability for natural
drainage into the San Diego Bay and compounding the rain’s negative effects,causing widespread
flooding,pooling,ponding and rain blown water that encroached into facilities,residences,and
businesses and made roads unpassable and dangerous;and
WHEREAS,the extreme volume of rain clogged the City’s storm drain systems and
inundated the City’s streets,impairing the normal operation of essential City infrastructure and
impacting residences,businesses and facilities;and
WHEREAS,the Emergency Services Director received input and determined that (1)
conditions of extreme peril to the safety of persons and property had arisen within National City
caused by the severe storm conditions;and (2)these conditions required emergency response,
with the potential need for resources beyond the capacity and control of the services,personnel,
equipment,and facilities of the City;and
WHEREAS,on January 23,2024,the Governor of the State of California issued a
proclamation of a state of emergency for San Diego and Ventura counties due to the historic
rainfall experienced in these counties;and
WHEREAS,the City Council of the City of National City is not in session and cannot
immediately be called into session;and
WHEREAS,this Proclamation of Local Emergency shall be submitted to the City Council
for ratification pursuant to law.
Page 11 of 251
NOW,THEREFORE,IT IS HEREBY PROCLAIMED by the Emergency Services Director for the
City of National City that a Local Emergency exists throughout National City and that said Local
Emergency shall be deemed to continue to exist until its termination is proclaimed by the City
Council.
IT IS FURTHER PROCLAIMED AND ORDERED that during the existence of said Local
Emergency the powers,functions,and duties of the Emergency Services Director and the
emergency organization of National City shall be those prescribed by state law,charter,
ordinances,and resolutions of thisjurisdiction as approved by the City Council.
IT IS FURTHER PROCLAIMED AND ORDERED that the Emergency Services Director,
Assistant Emergency Services Director,who shall be appointed by the director are hereby
designated as the authorized representatives of the City of National City for the purpose of
receipt,processing,and coordination of all inquiries and requirements necessary to obtain
available state and federal assistance.
IT IS FURTHER ORDERED that a copy of this Proclamation of Local Emergency be
forwarded to the State Director of the Governor’s Office of Emergency Services with a request
that the State Director find the Proclamation of Local Emergency acceptable in accordance with
provisions of the Natural Disaster Assistance Act.
PASSED AND ADOPTED by the Emergency Services Director for the City of National City,
State of California,this 25th day ofJanuary,2024.
Benjamin A.Martinez
Emergency Services Director (City Manager)
Page 12 of 251
Page 13 of 251
AGENDA REPORT
Department: City Clerk's Office
Prepared by: Shelley Chapel, MMC, City Clerk
Meeting Date: Tuesday, February 6, 2024
Approved by: Benjamin A. Martinez, City Manager
SUBJECT:
Approval of City Council Meeting Minutes.
RECOMMENDATION:
Approve and file.
BOARD/COMMISSION/COMMITTEE PRIOR ACTION:
Not Applicable.
EXPLANATION:
Meeting Minutes:
Special City Council Meeting of January 16, 2024
Regular City Council Meeting of January 16, 2024
FINANCIAL STATEMENT:
Not applicable.
RELATED CITY COUNCIL 2020-2025 STRATEGIC PLAN GOAL:
Not Applicable
ENVIRONMENTAL REVIEW:
This is not a project under CEQA and is therefore not subject to environmental review.CCR15378;
PRC 21065.
PUBLIC NOTIFICATION:
The Agenda Report was posted within 72 hours of the meeting date and time in accordance with
the Ralph M. Brown Act.
ORDINANCE:
Not Applicable
EXHIBITS:
Exhibit A – Special City Council Meeting Minutes of January 16, 2024
Exhibit B – Regular City Council Meeting Minutes of January 16, 2024
Page 14 of 251
SPECIAL MEETING MINUTES OF THE CITY COUNCIL
Present: Councilmember Bush
Councilmember Rodriguez
Councilmember Molina
Vice-Mayor Yamane
Mayor Morrison
Others Present: Benjamin A. Martinez, City Manager
Barry J. Schultz, City Attorney
Shelley Chapel, City Clerk (via Zoom)
1. CALL TO ORDER
A Special Meeting of the City Council of the City of National City was called to order at
4:00 p.m. via teleconference and in the Council Chamber, located in City Hall, 1243
National City Boulevard, National City, California.
2. ROLL CALL
Councilmembers present: Bush, Rodriguez, Molina, Yamane, Morrison
3. PLEDGE OF ALLEGIANCE TO THE FLAG
Vice-Mayor Yamane led the Pledge of Allegiance.
4. PUBLIC COMMENT
No public speakers.
5. CLOSED SESSION
Members retired into Closed Session at 4:07 p.m. Bush, Rodriguez, Yamane, Molina,
Morrison, Schultz, and Martinez.
All members returned to the Open Session at 5:57 p.m. with all members present in
attendance: Bush, Rodriguez, Yamane, Molina, Morrison, Schultz, and Martinez.
January 16, 2024, 4:00 p.m.
City Council Chamber - 1243 National City Boulevard
National City, CA
Page 15 of 251
5.1 CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION
Significant Exposure to Litigation
Government Code Section 54956.9(d)(2)
Number of Potential Cases: 1
6. ADJOURNMENT
Mayor Morrison adjourned to the Regular Meeting of the City Council of the City of National
City, on Tuesday, January 16, 2024, at 6:00 p.m. in the Council Chamber, located in City
Hall, 1243 National City Boulevard, National City, California.
The meeting adjourned at 5:58 p.m.
__________________________
Shelley Chapel, MMC, City Clerk
The foregoing minutes were approved at the Regular Meeting of February 6, 2024.
__________________________
Ron Morrison, Mayor
Page 16 of 251
REGULAR MEETING MINUTES OF THE CITY COUNCIL
January 16, 2024, 6:00 p.m.
City Council Chamber - 1243 National City Boulevard
National City, CA
Present: Councilmember Bush
Councilmember Molina
Councilmember Rodriguez
Vice-Mayor Yamane
Mayor Morrison
Others Present: Benjamin A. Martinez, City Manager
Barry J. Schultz, City Attorney
Shelley Chapel, City Clerk (via Zoom)
Carlos Aguirre, Acting Deputy City Manager/Housing Authority
Director
Molly Brennan, Administrative Services Director
Danielle Ghio, Acting City Librarian
Brian Hadley, Building Official/Acting Director of Community
Development
Alex Hernandez, Interim Chief of Police
Tonya Hussain, Executive Secretary
Martha Juarez, Asst. Director of Engineering/Public Works
Sergio Mora, Fire Chief
Richard Romero, Assistant City Attorney
David Welch, Associate Planner
__________________________________________________________________
Page 17 of 251
1. CALL TO ORDER
A Regular Meeting of the City Council of the City of National City was called to order at
6:15 p.m. via teleconference and in the Council Chamber, located in City Hall, 1243
National City Boulevard, National City, California.
2. ROLL CALL
Councilmembers present: Bush, Molina, Rodriguez, Yamane, Morrison
Interpretation in Spanish provided by Carlos Diaz and Luisa Diaz de Leon.
3. PLEDGE OF ALLEGIANCE TO THE FLAG
Councilmember Bush led the Pledge of Allegiance.
4. INVOCATION
Delivered by Pastor Carolyn Nichols, Southport Christian Center.
5. PUBLIC COMMENT
Mayor Morrison summarized the process for acceptance of live public comment allowing
three (3) minutes per comment and introduced City Clerk Chapel.
Three (speakers) provided in-person comments, four (4) people provided virtual comment
and (1) written comment was received.
Virtual Comment: Written Comment:
Kelly McCormick Greg Seward
Peggy Walker Coalition for Fair Employment in Construction
Becky Rapp
Barbara Gordon
In-Person Comment:
Ted Godshalk
Geoffrey Schrock
Ed Nieto
6. PROCLAMATIONS AND RECOGNITION
6.1 Employee of the Quarter - Matthew Lucas
Fire Chief Sergio Mora introduced the Employee of the Quarter, Fire Captain
Matthew Lucas.
6.2 Introduction of New City Employees
Interim Chief of Police Alex Hernandez introduced Police Dispatcher Jesus
Rodriguez and acknowledged Police Recruits Karl Tadle and Marc Vargas who
were not present and currently attending the Police Academy.
Equipment Maintenance Supervisor Ruben Huerta introduced Equipment
Mechanic Erik Fonseca.
Page 18 of 251
7. PRESENTATION (Limited to Five (5) Minutes each)
7.1 Presentation - Earthquake Brace & Bolt – Registration Open Period
Fire Chief Mora introduced Management Analyst III Walter Amedee who
presented the PowerPoint presentation.
Added agenda item.
Proclamation Recognizing January as National Human Trafficking Prevention
Month
Mayor Morrison introduced Bilateral Safety Corridor Coalition Executive Director
and Founder Marisa Ugarte who accepted the proclamation.
7.2 Homeless Outreach Mobile Engagement (HOME) Team Update
Presentation provided by Neighborhood Services Manager Ronny Soriano and
Homelessness Services Coordinator Qiana Williamson.
One (1) public comment was received from Joan Rincon. Two (2) written
comments were received from Ted Godshalk and Alan Curry.
8. REGIONAL BOARDS AND COMMITTEE REPORTS (Limited to Five (5) Minutes
each)
Councilmember Rodriguez commented on an upcoming joint meeting of the
Transportation Working Group Committee.
Councilmember Bush provided an update on the San Diego County Air Pollution Control
Board.
Councilmember Molina provided an update on the SANDAG Board of Directors Meeting.
Vice-Mayor Yamane informed the Council of communication sent to the City Manager for
dissemination to the community.
Mayor Morrison provided an update on the Sweetwater Authority meeting, the water rate
discussion, and the Regional Solid Waste Association meeting.
Port of San Diego Commissioner Sandy Naranjo provided a report on the Port via Zoom.
9. CONSENT CALENDAR
ACTION: Motion by Councilmember Molina, seconded by Councilmember Rodriguez to
approve all Consent Calendar Items with the exception of Item 9.4 pulled by Mayor
Morrison and Item 9.12 pulled for Public Comment. Councilmember Bush voted No on
Items 9.6 and 9.7.
Councilmember Bush left the dais at 7:36 p.m. and returned at 7:41 p.m.
9.1 Approval of Reading by Title Only and Waiver of Reading in Full of Ordinance on
this Agenda
Motion carried by unanimous vote.
Page 19 of 251
9.2 Approval of City Council Meeting Minutes.
Written comment received from Ted Godshalk.
Approve and file.
Motion carried by unanimous vote.
9.3 Packard Foundation Funded Stay and Play Grant Acceptance
Adopted Resolution No. 2024-01.
Adopt the Resolution Entitled “Resolution of the City Council of the City of National
City, California, Authorizing the City Manager or his Designee to Accept the
Packard Foundation Funded Stay and Play Grant in the Amount of $4,500 for FY
2024 and Authorizing the Establishment of a Library Grants Fund Appropriation of
$4,500 and Corresponding Revenue Budget.”
Motion carried by unanimous vote.
Item pulled by Mayor Morrison.
9.4 2024 Office of Traffic Safety (OTS) Selective Traffic Enforcement Program (STEP)
Grant Number PT24128 in the Amount of $142,000.
Adopted Resolution No. 2024-02.
Councilmember Bush left the dais at 7:44 p.m. and returned at 7:46 p.m.
Interim Police Chief Alex Hernandez addressed comments made by Mayor
Morrison.
Written comment received from Ted Godshalk.
Adopt the Resolution entitled, “Resolution of the City Council of the City of National
City, California, Authorizing the Acceptance of the 2024 Office of Traffic Safety
Selective Traffic Enforcement Program Grant in the Amount of $142,000, and
Authorizing the Establishment of an Appropriation and Corresponding Revenue
Budget in the Amount of $142,000.”
ACTION: Motion by Mayor Morrison, seconded by Councilmember Molina to adopt
the resolution.
Motion carried by unanimous vote.
9.5 Approval of Amendment 12 to Agreement with San Diego County for Nutrition
Services.
Adopted Resolution No. 2024-03.
Adopt the Resolution Entitled “Resolution of the City Council of the City of National
City, California, Authorizing the Mayor to Execute Amendment 12 to County
Contract 561763 Increasing the Senior Nutrition County Contract by an Amount of
Page 20 of 251
$81,462, Resulting in a New Maximum Agreement Amount of $2,021,068.27, and
Extending the Contract to February 29, 2024, and Authorizing an Increase of
$81,462 in Appropriations with a Corresponding Revenue Budget.”
Motion carried by unanimous vote.
9.6 Tenth Amendment to an Option to Purchase Agreement with CarMax. (Parking
Authority)
Adopted Parking Authority Resolution No. 2024-01.
Written comment received from Ted Godshalk.
Adopt the Resolution Entitled “Resolution of the Parking Authority of the City of
National City, California, Authorizing and Ratifying the Tenth Amendment to the
Option to Purchase Agreement between the Parking Authority and CarMax Auto
Superstores California, LLC, a Virginia Limited Liability Company, Extending the
Option Period for 30 days from December 31, 2023, Requiring the Deposit of the
Full Purchase Price of $2.1 Million within 90 days after Exercising the Option to
Purchase, and Extending the Permitting Period Six Months from the Deposit of the
Purchase Price into Escrow.”
Ayes: Molina, Rodriguez, Yamane, Morrison
Nays: Bush
Motion carried by 4-1 vote.
9.7 Seventeenth Amendment to an Option to Purchase Agreement with the County
of San Diego for the Purchase of Open Space Easement (Parking Authority)
Adopted Parking Authority Resolution No. 2024-02.
Recommendation: Adopt the Resolution Entitled “Resolution of the Parking
Authority of the City of National City, California, Authorizing and Ratifying the
Seventeenth Amendment to the Option to Purchase Agreement with the County of
San Diego for the Purchase of an Open-space Easement on a 15.08 acre Parcel
of Land at the Southwest Corner of Sweetwater Road and Bonita Center Road that
Extends the Term of said Option to Purchase Agreement for 30 Days, Extends the
Escrow for Six Months after the Opening of Escrow, and Authorizes Payment in
the Amount of $1.00 to the County of San Diego as Consideration for Seventeenth
Amendment.”
Ayes: Molina, Rodriguez, Yamane, Morrison
Nays: Bush
Motion carried by 4-1 vote.
Page 21 of 251
9.8 Award a Contract to Dick Miller, Inc. for the Eastside I-805 Community Greenbelt
Project, CIP No. 22-09.
Adopted Resolution No. 2024-04.
Adopt a Resolution Entitled, “Resolution of the City Council of the City of National
City, California, 1) Awarding a Contract to Dick Miller, Inc. in the Not-to-Exceed
Amount of $3,155,990.50 for the Eastside I-805 Community Greenbelt Project, CIP
No. 22-09; 2) Authorizing a 15% Contingency in the Amount of $473,398.58 for
any Unforeseen Changes; and 3) Authorizing the Mayor to Execute the Contract.”
Motion carried by unanimous vote.
9.9 Investment transactions for the month ended October 31, 2023.
Accept and file the Investment Transaction Ledger for the month ended October
31, 2023.
Motion carried by unanimous vote.
9.10 Investment transactions for the month ended November 30, 2023.
Accept and file the Investment Transaction Ledger for the month ended November
30, 2023.
Motion carried by unanimous vote.
9.11 Warrant Register #17 for the period of 10/20/23 through 10/26/23 in the amount
of $1,251,183.30.
Ratify Warrants Totaling $1,251,183.30
Motion carried by unanimous vote.
Item pulled for public comment.
9.12 Warrant Register #18 for the period of 10/27/23 through 11/2/23 in the amount of
$4,005,143.44.
A Speaker’s Slip and written comment were received from Ted Godshalk, who was
not present. His written comment was read into the record by Councilmember
Molina.
City Attorney Schultz responded to the public comment and advised that he would
research and report back on the details of the payment made to Devaney Pate
Morris & Cameron.
Recommendation: Ratify Warrants Totaling $4,005,143.44
Page 22 of 251
ACTION: Motion by Mayor Morrison, seconded by Councilmember Bush to ratify
Warrant Register #18.
Motion carried by unanimous vote.
9.13 Warrant Register #19 for the period of 11/03/23 through 11/09/23 in the amount
of $889,703.01.
Ratify Warrants Totaling $889,703.01
Motion carried by unanimous vote.
9.14 Warrant Register #20 for the period of 11/10/23 through 11/16/23 in the amount
of $2,374,931.72.
Ratify Warrants Totaling $2,374,931.72
Motion carried by unanimous vote.
10. PUBLIC HEARING
10.1 Introduction and First Reading of an Ordinance Amending Section 18.060.10 of
Title 18 (Zoning) of the National City Municipal Code Related to the Measurement
of Height for New Structures.
Associate Planner David Welch provided a PowerPoint presentation.
Mayor Morrison declared the Public Hearing open at 7:54 p.m.
There was no public comment.
Recommendation: Introduce the Ordinance by First Reading, entitled, “Ordinance
of the City Council of the City of National City, California, Amending Section
18.10.060 of Title 18 (Zoning) of the National City Municipal Code Related to the
Measurement of Height for New Structures.”
ACTION: Motion by Mayor Morrison, seconded by Councilmember Molina to close
the public hearing.
Amended motion by Mayor Morrison, seconded by Councilmember Molina to
continue the Public Hearing to the next City Council meeting.
Motion carried by unanimous vote.
Mayor Morrison released the translator at 8:00 p.m.
Page 23 of 251
11. STAFF REPORTS
11.1 National City and Naval Base San Diego Resiliency Study
Assistant Director of Engineering/Public Works Martha Juarez introduced the item.
KTUA Senior Active Transportation Engineer Tom Bertulis provided a PowerPoint
presentation.
Councilmember Rodriguez left the dais at 8:01 p.m. and returned at 8:03 p.m.
Written comment received from Ted Godshalk.
Recommendation: Accept and file the study.
11.2 Chief of Police Employment Agreement
Adopted Resolution No. 2024-05.
City Manager Ben Martinez introduced Director of Administrative Services Molly
Brennan who presented the item.
Two public comments were received from Greg Seward and Ed Nieto.
Recommendation: Adopt a Resolution entitled, “Resolution of the City Council of
the City of National City, California, Authorizing a three-year Employment
Agreement between the City of National City and Alejandro Hernandez for the
position of Chief of Police with an Annual Base Salary of $246,868.23 Effective
January 16, 2024.”
ACTION: Motion by Councilmember Bush, seconded by Vice-Mayor Yamane to
adopt the resolution.
Motion carried by unanimous vote.
12. CITY MANAGER’S REPORT
City Manager Ben Martinez informed the City Council that he would contact them
individually to discuss a reorganization plan.
13. ELECTED OFFICIALS REPORT
Closing remarks were provided by members of the City Council.
14. CITY ATTORNEY REPORT
CLOSED SESSION
City Attorney Schultz reported on one Closed Session item and reported that there was
no reportable action.
5.1 Conference with Legal Counsel – Anticipated Litigation
Significant Exposure to Litigation
Government Code Section 54956.9 (d)(2)
Number of Potential Cases: 1
Page 24 of 251
15. ADJOURNMENT
Mayor Morrison adjourned to the Regular Meeting of the City Council of the City of National
City, Tuesday, February 6, 2024, 6:00 p.m., in the Council Chamber, located in City Hall,
1243 National City Boulevard, National City, California.
The meeting adjourned at 8:40 p.m.
__________________________________
Tonya Hussain, Executive Secretary
The foregoing minutes were approved at the Regular Meeting of February 6, 2024.
________________________________
Ron Morrison, Mayor
Page 25 of 251
AGENDA REPORT
Department: Engineering and Public Works
Prepared by: Luca Zappiello, Associate Engineer - Civil
Meeting Date: Tuesday, February 6, 2024
Approved by: Benjamin A. Martinez, City Manager
SUBJECT:
Acceptance of State Active Transportation Grant Funds for the Construction Phase of the Central
Community Mobility Enhancements Project, CIP No. 19-23.
RECOMMENDATION:
Adopt a Resolution Entitled, “Resolution of the City of National City, California, 1) Authorizing the
Establishment of an Appropriation of $1,095,000 and a Corresponding Revenue Budget for the
Construction Phase of the Central Community Mobility Enhancements Project, CIP 19-23,
Reimbursable through the State Active Transportation Program Approved by Caltrans; and 2)
Committing to Providing a Local Match in the Amount of $442,000.”
BOARD/COMMISSION/COMMITTEE PRIOR ACTION:
Not Applicable.
EXPLANATION:
The Central Community Mobility Enhancements Project, CIP 19-23 will provide approximately 1.7
miles of bicycle facilities providing north-south connections through the Central, Olivewood and
Las Palmas neighborhoods in National City (see attached exhibits). More specifically, the project
alignment runs through M Avenue from 4th Street to 8th Street, turns east on 8th Street to N Avenue,
continues on N Avenue from 8th Street to Plaza Blvd., and then shifts onto L Avenue from Plaza
Blvd. to 30th Street. Class II and Class III bicycle facilities will be constructed, as well as bicycle
boxes at the Plaza Blvd. and 18th Street intersections.
In addition to completing this important segment of the City’s bicycle network, the project will also
improve pedestrian access with new sidewalks at specific locations and incorporate traffic calming
elements such as curb extensions. Furthermore, the scope includes improvements to pavement
conditions to facilitate bicycle use as determined by field evaluations.
The project design is nearing completion and is expected to be finalized in Fall 2024. Construction
is anticipated to start in early 2025.
The funding timeline and process was as follows:
In July 2018, staff submitted a Cycle 4 Active Transportation Program (ATP) grant application to
the California Department of Transportation (Caltrans) for the Central Community Mobility
Enhancements Project.
On January 30, 2019, Caltrans awarded a $1,286,000 State ATP grant for the Central Community
Mobility Enhancements Project. On March 26, 2020, Caltrans provided the agreement to the City
for execution.
Page 26 of 251
On June 2, 2020, the City Council authorized the Mayor to execute Program Supplement
Agreement (PSA) No. U52 with Caltrans for the Central Community Mobility Enhancements
Project to allow for reimbursement of up to $43,000 in eligible project expenditures through the
State ATP; and 2) authorizing the establishment of an Engineering Grant Funds appropriation of
$43,000 and corresponding revenue budget.
On May 12, 2022, the City submitted an allocation request to Caltrans requesting to allocate
funding for the Plans, Specifications, and Estimate (PS&E) phase, and for the Right-of-Way (R/W)
phase.
On October 6, 2022, Caltrans issued an Authorization Letter allocating $148,000 ($104,000 PS&E
phase and $44,000 R/W phase) with a local match of $22,000 ($16,000 PS&E phase and $6,000
R/W phase).
On April 28, 2023, the City submitted an allocation request to Caltrans requesting to allocate
funding for the Construction (CON) phase.
On July 14, 2023, Caltrans issued an Authorization Letter allocating $1,095,000 for the
Construction phase with a local match of $442,000 (see attached Exhibit B). The Finance Letter
from Caltrans followed on September 1, 2023. Therefore, staff recommends, 1) authorizing the
establishment of an appropriation of $1,095,000 and a corresponding revenue budget for the
Construction phase of the Central Community Mobility Enhancements Project, reimbursable
through the State Active Transportation Program approved by Caltrans; and 2) committing to
providing a local match in the amount of $442,000.
FINANCIAL STATEMENT:
ATP Grant - $1,095,000
Revenue Account No. 296-06588-3498
Expenditure Account No. 296-409-500-598-6588
Required Local Match - $442,000: Appropriations are available in the Gas Taxes Fund in
Expenditure Account No. 109-409-500-598-6035
RELATED CITY COUNCIL 2020-2025 STRATEGIC PLAN GOAL:
Transportation Choices and Infrastructure
ENVIRONMENTAL REVIEW:
This is a project under CEQA subject to a Categorical Exemption. Existing Facilities. CCR
15301(c).
PUBLIC NOTIFICATION:
Agenda Report posted within 72 hours of meeting date and time in accordance with Brown Act.
ORDINANCE:
Not Applicable
EXHIBITS:
Exhibit A – Map
Exhibit B – Finance Letter
Exhibit C – Resolution
Page 27 of 251
Central
Elementary
School
Plaza
Commercial
Area
National
City
Middle School
John A Otis
Elementary
School Sweetwater
Union
High School
Olivewood
Elementary
School
Las Palmas
Park
Sweetwater
Shopping
Plaza
Walmart
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Elementary
School
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Park
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Palm Avenue
Highland Avenue
D Avenue
M Avenue
N Avenue
L Avenue
City of
National City
805
N Avenue Infrastructure Gap
Class III Bike Route
4th Street, National City
Class II Bike Lane
4th Street, National City
Bicycle Boxes
D Ave & 18th St, National City
Bike Boxes
Bike Boxes
Highest employment
density in National City
LEGEND
Note: Bicycle Loop Detectors to be installedat all signalized intersections
* Refer to Bike Master Plan
Class II - Bike LaneInstall two 6’ Buffered Bicycle Lanes
Class III - Bike RouteInstall Sharrows and Signage
New Sidewalk
Existing Class II - Bike Lane
Existing Class III - Bike Route
Existing Class II In Design
Future Class I, II, or III Bikeway*
Future Pedestrian Path*
PROPOSED IMPROVEMENTS
BIKE FACILITIES
OTHER
Existing Bus Stop
Future BRT Station - SBBRT (2030)
Existing Super Markets
&ʑQʤUɪɗ&ʝPʛʦʜLʤɨ0ɼʍɵʙLʤɨ(ɻKʋQȪʑȷʑQWɡ
Project Improvement Map
July 2018Page 28 of 251
FINANCE LETTER
09/01/2023
11-SD-0-NATC
ATPSB1L-5066(048)
1120000089
DEPARTMENT OF TRANSPORTATION
To: City of National City
Date:
D_CO_RT:
Project No:
Adv. Project Id:
Project End Date:
EA No:
$1,757,000Est Tot Proj Costs:
PRO RATA OR
LUMP SUM
LOCALFINANCE ITEMS PART. COSTTOTAL COST OF
WORK
STATE (ATP)OTHER
/SB1A
$50,000.00 $0.00$7,000.00$43,000.00Agency Preliminary Engineering -
PA/ED
$50,000.00
$0.00 $0.00$0.00$0.00Blank$0.00
$120,000.00 $0.00$16,000.00$104,000.00Plans, Specifications & Estimates $120,000.00
$0.00 $0.00$0.00$0.00Blank$0.00
$50,000.00 $0.00$6,000.00$44,000.00Right of Way $50,000.00
$0.00 $0.00$0.00$0.00$0.00
Contract Items: $1,236,000
Contingencies: $124,000
Total:$1,360,000
$1,360,000.00 $0.00$265,000.00$1,095,000.00Construction$1,360,000.00
$177,000.00 $0.00$177,000.00$0.00Agency Construction Engineering $177,000.00
$1,757,000.00 $1,757,000.00 $1,286,000.00 $471,000.00 $0.00Totals:
Participation Ratio: 100% This Finance Letter was created based on specific financial information provided by the responsible local agency. The following
encumbrance history is prepared by Local Assistance Accounting Office and is provided here for local agency's information and action.
Signature:
HQ Local Assistance Area EngineerTitle:
REQ#3: CTC allocated $1,095,000 of ATP State only funds for CONST component, on 06/29/2023 CTC meeting, under PPNO 1360.
*Agency is paying for CE and Contingency.
(279) 444-7828
Daniel BuiPrinted Name:
Telephone No:
For questions regarding finance letter, contact:
Remarks:
_______________
Page 1 of 2
Page 29 of 251
FINANCE LETTER
09/01/2023
11-SD-0-NATC
ATPSB1L-5066(048)
1120000089
DEPARTMENT OF TRANSPORTATION
To:City of National City
Date:
D_CO_RT:
Project No:
Adv. Project Id:
Project End Date:
EA No:
$1,757,000Est Tot Proj Costs:
ADV. PROJECT ID APPROP.
UNIT STATE PROG.FED/ STATE ENCUMBRANCE
AMOUNT
APPROP
YEAR
EXPENDITURE
AMOUNT
ENCUMBRANCE
BALANCE
REVERSION
DATE*
APPROVED
AMOUNT
EXPIRATION
DATE
Cooperative Work AgreementACCOUNTING INFORMATION ATPSB1L-5066(048)
1120000089 22102 2030720100 $1,095,000.00 2122 $0.00 $1,095,000.00 06/30/2027
1120000089 22108 2030720100 $148,000.00 2122 $0.00 $148,000.00 06/30/2027
1120000089 19108 2030720100 $43,000.00 1819 $2,934.75 $40,065.25 06/30/2024
*Please submit invoices to the appropriate Districts by April 1st to avoid funds lapsing on the June 30th reversion date listed above and to allow sufficient time
for Accounting and SCO year-end closing procedures.
*Please refer to the applicable CTC Guidelines for Timely Use of Funds (TUF) Provisions. Also refer to your allocation notification letter(s) for allocation-specific TUF deadlines.
Page 2 of 2Page 30 of 251
RESOLUTION NO. 2024 -
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY, CALIFORNIA, 1)
AUTHORIZING THE ESTABLISHMENT OF AN APPROPRIATION OF $1,095,000 AND A
CORRESPONDING REVENUE BUDGET FOR THE CONSTRUCTION PHASE OF THE
CENTRAL COMMUNITY MOBILITY ENHANCEMENTS PROJECT, CIP NO. 19-23,
REIMBURSABLE THROUGH THE STATE ACTIVE TRANSPORTATION PROGRAM
APPROVED BY CALTRANS; AND 2) COMMITTING TO PROVIDING A LOCAL MATCH IN
THE AMOUNT OF $442,000.
WHEREAS, the Central Community Mobility Enhancements Project, CIP 19-23, will
provide approximately 1.7 miles of bicycle facilities providing north-south connections through the
Central, Olivewood and Las Palmas neighborhoods in National City (the “Project”); and
WHEREAS, the Project design is nearing completion and is expected to be finalized in
Fall 2024, with construction anticipated to start in early 2025; and
WHEREAS, in July 2018, staff submitted a Cycle 4 Active Transportation Program (“ATP”)
grant application to the California Department of Transportation (“Caltrans”) for the Project; and
WHEREAS, on January 30, 2019, Caltrans awarded a $1,286,000 ATP grant to the City
of National City (“City”) for the Project; and
WHEREAS, the $1,286,000 award was distributed by Project phases, including Agency
Preliminary Engineering (“PA/ED”) - $43,000, Plans, Specifications, and Estimate (“PS&E”) -
$104,000, Right-of-Way (“R/W”) – 44,000, and Construction - $1,095,000; and
WHEREAS, on June 2, 2020, the City Council adopted Resolution No. 2020-99
authorizing the Mayor to execute Program Supplement Agreement (“PSA”) No. U52 with Caltrans
for the Project to allow for reimbursement of up to $43,000 in eligible Project expenditures through
the ATP grant; and 2) authorizing the establishment of an Engineering Grant Funds appropriation
of $43,000 and corresponding revenue budget; and
WHEREAS, on May 12, 2022, the City submitted an allocation request to Caltrans
requesting to allocate funding for the PS&E phase and R/W phase; and
WHEREAS, on October 6, 2022, Caltrans issued an Authorization Letter allocating
$148,000 ($104,000 PS&E phase and $44,000 R/W phase) with a local match of $22,000
($16,000 PS&E phase and $6,000 R/W phase); and
WHEREAS, on April 28, 2023, the City submitted an allocation request to Caltrans
requesting to allocate funding for the Construction phase; and
WHEREAS, on July 14, 2023, Caltrans issued an Authorization Letter allocating
$1,095,000 for the Construction phase with a local match of $442,000; and
WHEREAS, City staff recommends City Council adopt this Resolution authorizing the
establishment of an appropriation and corresponding revenue budget to allow for reimbursement
of up to $1,095,000 in eligible Project expenditures through the ATP grant and committing to a
local match of $442,000.
Page 31 of 251
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF NATIONAL CITY,
CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE, AND ORDER AS FOLLOWS:
Section 1: That the City Council hereby authorizes the establishment of an
appropriation of $1,095,000 and a corresponding revenue budget for the Construction phase of
the Central Community Mobility Enhancements Project, CIP 19-23, reimbursable through the
State Active Transportation Program approved by Caltrans.
Section 2: That the City Council hereby authorizes the commitment to a local match
in the amount of $442,000 utilizing available resources in the Gas Taxes Fund.
Section 3: That the City Clerk shall certify to the passage and adoption of this
Resolution and enter it into the book of original Resolutions.
PASSED and ADOPTED this 6th day of February, 2024.
Ron Morrison, Mayor
ATTEST:
Shelley Chapel, MMC, City Clerk
APPROVED AS TO FORM:
Barry J. Schultz, City Attorney
Page 32 of 251
AGENDA REPORT
Department: Engineering and Public Works
Prepared by: Luca Zappiello, Associate Engineer - Civil
Meeting Date: Tuesday, February 6, 2024
Approved by: Benjamin A. Martinez, City Manager
SUBJECT:
Project Close-Out and Notice of Completion for the National City Street Resurfacing Project FY
21/22, CIP No. 22-19.
RECOMMENDATION:
Adopt a Resolution Entitled, “Resolution of the City Council of the City of National City, California,
1) Accepting the Work Performed by Eagle Paving Company, Inc. for the National City Street
Resurfacing Project FY 21/22, CIP No. 22-19; 2) Ratifying Change Order Work in the Amount of
$15,166.39 and Approving the Final Contract Amount of $2,398,563.39; 3) Ratifying the Release
of Retention in the Amount of $119,928.17; and 4) Authorizing the Mayor to Sign the Notice of
Completion.”
BOARD/COMMISSION/COMMITTEE PRIOR ACTION:
Not Applicable.
EXPLANATION:
On November 17, 2020, the City Council authorized an agreement with Bucknam Infrastructure
Group (Bucknam), to prepare the Pavement Management Program (PMP) and to perform street
sign inventory. As part of the PMP, Bucknam conducted a pavement condition survey of all City
streets to identify the most cost-effective strategies to fund Capital Improvement Program (CIP)
projects to maintain and repair existing City streets. Based on the findings from the PMP, staff
prioritized the following City streets to be resurfaced:
National City Boulevard from 16th Street to 33rd Street
E. Plaza Boulevard from D Avenue to N Avenue
E. 16th Street between D Avenue and Highland Avenue
Mann Avenue from Beta Street to Alpha Street
Driveway for Fire Squad Station 33 (northeast side of 4th and U Avenue)
Roosevelt Avenue from 8th Street to 15th Street
On March 24, 2022, the bid solicitation was posted on PlanetBids, a free public electronic bidding
system for contractors. On March 28, 2022, and March 31, 2022, the bid solicitation was
advertised in local newspapers.
On April 14, 2022, five (5) bids were received by the 2:00 p.m. deadline. Eagle Paving Company,
Inc., was the apparent lowest bidder with a total bid amount of $2,072,519. Upon a review of all
documents submitted, Eagle Paving Company, Inc.’s, bid was deemed responsive and the lowest
responsible bidder qualified to perform the work as described in the project specifications.
Page 33 of 251
On May 17, 2022, the City Council awarded the contract to Eagle Paving Company, Inc. in the
amount not to exceed $2,072,519 and authorized a 15% contingency in the amount of $310,878
to address any unforeseen conditions that may arise.
The Notice to Proceed with construction was issued on November 3, 2022. Construction started
on November 21, 2022, and was completed on October 13, 2023.
In order to replace traffic loops impacted by street repaving and enhance signal operations at the
intersection of 16th Street and D Avenue adjacent to Fire Station 34, the City issued change
orders #12, 13, and 15. Work performed included the installation of 22 new traffic loop detectors,
5 DLCs, approximately 30 LF of new conduit, and tie-in to the existing traffic controller. By
completing this work as part of the contract, the City was able to take advantage of competitive
pricing. This additional work contributed to an increase in the contract with Eagle Paving
Company, Inc. of $15,166.39 above the originally authorized 15% contingency.
The change orders issued for this project are detailed in the Final Contract Balance Report (see
attached). The change orders increased the contract by $326,044.39, which results in a 15.3%
increase to the original contract award, for a final contract balance of $2,398,563,39.
As a result of satisfactory completion of the project, staff recommends the following City Council
actions: 1) accept the work performed by Eagle Paving Company, Inc. for the National City Street
Resurfacing Project FY 21/22, CIP No. 22-19; 2) ratify change order work in the amount of
$15,166.39 and approve the final contract amount of $2,398,563.39; 3) ratify the release of
retention in the amount of $119,928.17; and 4) authorize the Mayor to sign the Notice of
Completion, which will be filed with the San Diego County Recorder’s Office.
FINANCIAL STATEMENT:
This project was funded from the Gas Taxes fund, using Expenditure Account No. 109-409-500-
598-6035
RELATED CITY COUNCIL 2020-2025 STRATEGIC PLAN GOAL:
Transportation Choices and Infrastructure
ENVIRONMENTAL REVIEW:
This is a project under CEQA subject to a Categorical Exemption. Existing Facilities. CCR
15301(c).
PUBLIC NOTIFICATION:
The Agenda Report was posted within 72 hours of the meeting date and time in accordance with
the Ralph M. Brown Act.
ORDINANCE:
Not Applicable
EXHIBITS:
Exhibit A – Location Map
Exhibit B – Final Contract Balance
Exhibit C - Notice of Completion
Exhibit D - Resolution
Page 34 of 251
Page 35 of 251
FINAL CONTRACT BALANCE
DATE: January 9, 2024
PROJECT: National City Street Resurfacing FY 21/22
CIP No. 22-19
TO: Eagle Paving Company, Inc.
13915 Danielson Street
Poway, CA 92064
ORIGINAL CONTRACT AMOUNT: $2,072,519.00
START DATE: NOVEMBER 21, 2022
COMPLETION DATE: OCTOBER 13, 2023
ORIGINAL CONTRACT LENGTH: 110 Working Days
EXTENSION OF WORK DAYS: 24 Working Days
TOTAL CONTRACT TIME: 134 Working Days
FINAL CONTRACT AMOUNT: $2,398,563.39
DESCRIPTION:
The Final Contract Balance reports final line item amounts and summarizes all change orders to produce
a final contract amount.
CHANGE ORDERS AND LINE ITEM ADJUSTMENTS:
Change Order #1 temporarily placed class II base to protect the unforeseen SDG&E encasement located
on E. Plaza Blvd. This Change Order total amount is $5,021.29.
Change Order #2 replaced four damaged utility boxes identified within the project limits on E. Plaza
Blvd. The total amount of this change order is $1,627.50.
Change Order #3 removed existing asphalt and class II base to a depth of 12” for an approximate 800 SF
in order to install the new concrete bus pad on the south side of E. Plaza Blvd. This Change Order total
amount is $10,090.65.
Change Order #4 removed an additional 3” of subgrade for approximately 800 SF to install the new
concrete bus pad on the north side of E. Plaza Blvd. This Change Order total amount is $4,266.49.
Change Order #5 installed 3” of ¾” B3 asphalt mix over the approximate 1600 SF of bus pads installed
along E. Plaza Blvd. This Change Order total amount is $9,915.22.
Change Order #6 did not proceed with executing this change order. This Change Order total amount is
$0.00.
Page 36 of 251
FINAL CONTRACT BALANCE
National City Street Resurfacing FY 21/22
CIP No. 22-19
Change Order #7 removed additional asphalt along the eastern edge of Roosevelt Ave to correct an
existing issue with the elevation of the finished surface adjacent to the curb and gutter. The additional
removal was approximately 5’ from the eastern edge to a depth of 6”. This Change Order total amount
is $15,591.49.
Change Order #8 installed two flashing message boards at the limits of work on National City Blvd for
additional public information on paving operations. This Change Order total amount is $2,310.00.
Change Order #9 installed additional traffic controls along E. Plaza Blvd to install additional ped ramps at
the intersection of L Ave. This Change Order total amount is $3,774.75.
Change Order #10 removed and replaced existing checkered crosswalks on National City Blvd and
removed and replaced existing crosswalks with continental crosswalks on E. Plaza Blvd. This included the
installation of 8 thermoplastic checkered crosswalks on National City Blvd and 2 continental crosswalks
on E. Plaza Blvd. This Change Order total amount is $95,842.16.
Change Order #11 adjusted eight existing survey monuments on Roosevelt Ave. As the scope of work for
Roosevelt Ave was revised on change order #7, this change order provided additional costs to raise the
elevation of the existing survey monuments to match the finished surface of the grind and overlay. This
Change Order total amount is $6,894.67.
Change Order #12 installed 22 additional traffic loops at the intersection of 16th St and D Ave. This work
was performed as part of the scope of a future intersection improvement project. This Change Order
total amount is $14,070.00.
Change Order #13 connected the newly installed traffic loop detectors to the existing traffic control
system at the intersection of 16th St and D Ave. This change in the scope of work connected the 7
installed traffic loop detectors to the existing traffic control system. This Change Order total amount
is $10,314.92.
Change Order #14 provided line item adjustments for the bid quantities on various line items
throughout the project. Mann Ave required additional paving as a result of digouts and corrections to
the concrete quantities to be ADA compliant. E. Plaza Blvd required additional asphalt digouts due to
extensive subgrade failures. The El Toyon Fire Station 33 required increased quantities of concrete and
asphalt for the increased SF of concrete driveway and asphalt parking. National City Blvd required
additional asphalt paving to extend over the crosswalks on crossing streets and to repair adjacent
sidewalk panels along the Street. 16th Street required additional paving to rehabilitate crosswalks on
crossing streets. The scope of work was revised on Roosevelt Ave to perform a grind and overlay, which
resulted in net savings on this Street. This Change Order total amount is $138,679.55.
Change Order #15 connected the additional traffic loops installed via Change Order #12 to the existing
traffic control system. This change in the scope of work included installing 5 DLCs and 30 LF of conduit
and replacing sidewalk panels at the intersection of 16th St and D Ave. This Change Order total amount
is $7,645.70.
All Change Orders listed above increased the total contract amount $326,044.39.
Page 37 of 251
FINAL CONTRACT BALANCE
National City Street Resurfacing FY 21/22
CIP No. 22-19
Contingency exceeded by providing additional asphalt paving, general surface improvements and overall
pedestrian improvements, drainage and striping within project limits. This additional work throughout
the project exceeded the project’s contingency by $15,166.39.
Original Contract Amount: $2,072,519.00
Change Order Total: $326,044.39
New Contract Amount: $2,398,563.39
Line-Item Adjustments: $0.00
Final Contract Balance: $2,398,563.39
Original Contract Amount + Contingency: $2,383,397.00
Amount Exceeded: ($15,166.39)
CONTRACT ADJUSTMENT:
As a result of the above change orders and line item adjustments, the contract price is adjusted as follows:
1. The final contract price is adjusted to $2,398,563.39
2. A retention in the amount of $119,928.17 was held until satisfactory completion of said project.
This document and its purpose to balance payment shall be considered full compensation for furnishing
and installing the materials, labor, tools and equipment, profit, overhead, and all incidentals for
performing the work described above. Eagle Paving Company, Inc. will not be entitled to damages or
additional payment for delays as described in the 2018 edition of the Standard Specifications for Public
Works Construction, Section 6-6.3, for performing the work as described above.
Page 38 of 251
RECORDING REQUESTED BY
WHEN RECORDED MAIL TO:
NAME: CITY OF NATIONAL CITY
ADDRESS: 243 NATIONAL CITY BOULEVARD
NATIONAL CITY, CA 91950
NOTICE OF COMPLETION
CALIFORNIA CIVIL CODE SECTION 3093
NOTICE IS HEREBY GIVEN of the completion on October 13, 2023 of the:
National City Street Resurfacing Project FY 21/22, CIP No. 22-19
Work of improvement or portion of work of improvement under construction or alteration.
National City Blvd, Mann Ave, E. Plaza Blvd, E. 16th St, Fire Station 33
Street Address City State Zip Code
The undersigned owns the following interest or estate in said property:
Owner in fee
Nature of the interest or estate of owner (mortgagor, lessee, etc.)
Said work of improvement was performed on the property pursuant to a contract with
Eagle Paving Company, Inc.
Name of Original Contractor
The following work and material were supplied:
Labor provided: General laborer. Materials: Concrete, asphalt, traffic striping, traffic loop
detectors. Equipment: Paving equipment.
General statement of kind of labor, services, equipment or materials
The names and addresses of co-owners are: N/A
Joint tenants, tenants in common, or other owners
Dated: February 6, 2024; ______________________________________________
Signature of Owner
City of National City, 1243 National City Blvd., National City, CA 91950
I, the undersigned, say: I have read the foregoing Notice of Completion and know the contents
thereof; the same is true of my own knowledge. I declare under penalty of perjury that the forgoing
is true and correct.
Executed on February 6, 2024 at, National City, California.
Signature: ______________________________
RON MORRISON, MAYOR Noc09-05
Page 39 of 251
RESOLUTION NO. 2024 -
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY, CALIFORNIA,
1) ACCEPTING THE WORK PERFORMED BY EAGLE PAVING COMPANY, INC. FOR THE
NATIONAL CITY STREET RESURFACING PROJECT FY 21/22, CIP NO. 22-19; 2) RATIFYING
CHANGE ORDER WORK IN THE AMOUNT OF $15,166.39 AND APPROVING THE FINAL
CONTRACT AMOUNT OF $2,398,563.39; 3) RATIFYING THE RELEASE OF RETENTION IN
THE AMOUNT OF $119,928.17; AND 4) AUTHORIZING THE MAYOR TO SIGN THE NOTICE
OF COMPLETION.
WHEREAS, on November 17, 2020, the City Council authorized an agreement with
Bucknam Infrastructure Group (Bucknam), for the Pavement Management Program (PMP) and
to perform street sign inventory; and
WHEREAS, as part of the PMP, Bucknam conducted a pavement condition survey of all
City streets in order to identify the most cost-effective strategies to fund Capital Improvement
Program (CIP) projects to maintain and repair existing City streets; and
WHEREAS, based on the findings from the PMP, staff prioritized the following City streets
to be resurfaced: National City Boulevard from 16th Street to 33rd Street; E. Plaza Boulevard from
D Avenue to N Avenue; E. 16th Street between D Avenue and Highland Avenue; Mann Avenue
from Beta Street to Alpha Street; Driveway for Fire Squad Station 33 (northeast side of 4th and U
Avenue); Roosevelt Avenue from 8th Street to 15th Street; and
WHEREAS, on March 24, 2022, the bid solicitation was posted on PlanetBids, a free
public electronic bidding system for contractors; and
WHEREAS, on March 28th and March 31st, 2021, the bid solicitation was advertised in
local newspapers; and
WHEREAS, on April 14, 2022, five (5) bids were received by the 2:00 p.m. deadline; and
WHEREAS, upon a review of all documents submitted, Eagle Paving Company, Inc.’s bid
in the amount of $2,072,519 was deemed responsive and the lowest responsible bidder qualified
to perform the work as described in the project specifications; and
WHEREAS, on May 17, 2022, City Council awarded the contract to Eagle Paving
Company, Inc. in the amount not to exceed $2,072,519 and authorized a 15% contingency in the
amount of $310,878 to address any unforeseen conditions that may arise; and
WHEREAS, on November 3, 2022, the Notice to Proceed with construction was issued to
Eagle Paving Company, Inc.; and
WHEREAS, construction on the project started on November 21, 2022 and was completed
on October 13, 2023; and
WHEREAS, in order to replace traffic loops impacted by street repaving and enhance
signal operations at the intersection of 16th Street and D Avenue adjacent to Fire Station 34, the
City issued change orders #12, 13, and 15; and
Page 40 of 251
WHEREAS, this additional work contributed to an increase in the contract with Eagle
Paving Company, Inc. of $15,166.39 above the originally authorized 15% contingency; and
WHEREAS, the change orders issued for this project are detailed in the Final Contract
Balance Report; and
WHEREAS, the change orders increased the contract by $326,044.39, which results in a
15.3% increase to the original contract award, for a final contract balance of $2,398,563,39; and
WHEREAS, the Notice of Completion will be filed with the San Diego County Recorder’s
Office.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF NATIONAL CITY,
CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE, AND ORDER AS FOLLOWS:
Section 1: That the City Council hereby accepts the work performed by Eagle Paving
Company, Inc. for the National City Street Resurfacing Project FY 21/22, CIP No. 22-19.
Section 2: That the City Council hereby ratifies change order work in the amount of
$15,166.39 and approves the final contract amount of $2,398,563.39.
Section 3: That the City Council hereby ratifies the release of retention in the amount
of $119,928.17.
Section 4: That the City Council hereby authorizes the Mayor to sign the Notice of
Completion.
Section 5: That the City Clerk shall certify to the passage and adoption of this
Resolution and enter it into the book of original Resolutions.
PASSED and ADOPTED this 6th day of February, 2023.
Ron Morrison, Mayor
ATTEST:
Shelley Chapel, MMC, City Clerk
APPROVED AS TO FORM:
Barry J. Schultz, City Attorney
Page 41 of 251
AGENDA REPORT
Department: City Clerk's Office
Prepared by: Shelley Chapel, MMC
Meeting Date: Tuesday, January 16, 2024
Approved by: Benjamin A. Martinez, City Manager
SUBJECT:
Semi-Annual Report – Boards, Commissions, and Committee Attendance Report – Includes Third
and Fourth Quarter of 2023.
RECOMMENDATION:
Receive and file.
BOARD/COMMISSION/COMMITTEE PRIOR ACTION:
Not Applicable.
EXPLANATION:
On November 16, 2021, the City Council adopted updates to City Council Policy #107
Appointments to Boards, Commissions, and Committees (BCC). Section D, 14 Resignations,
Attendance, Training and Removals provides for the City Clerk to prepare a report to Council on
the attendance of BCC members. This report of attendance is prepared in February and August
prior to the end of term rotation and expirations. The attendance is evaluated as follows:
1. A Commissioner or Member of a BCC with unexcused absences from three (3)
consecutive regularly scheduled meetings.
2. A Commissioner or Member of a BCC misses more than 25% of the advisory body’s
meetings in a calendar year.
3. A Commissioner or Member of a BCC must be present at least one hour, or 50% of the
entire meeting, whichever is less, to be counted as present for purposes of attendance.
Excused Absences are considered under certain circumstances.
FINANCIAL STATEMENT:
Not applicable.
RELATED CITY COUNCIL 2020-2025 STRATEGIC PLAN GOAL:
Not Applicable
ENVIRONMENTAL REVIEW:
This is not a project under CEQA and is therefore not subject to environmental review.CCR15378;
PRC 21065.
PUBLIC NOTIFICATION:
The Agenda Report was posted within 72 hours of the meeting date and time in accordance with
the Ralph M. Brown Act.
Page 42 of 251
ORDINANCE:
Not Applicable
EXHIBITS:
Exhibit A – Attendance Report
Exhibit B – City Council Policy No. 107
Page 43 of 251
Exhibit A
SUMMARY OF BCC ATTENDANCE
Third and Fourth Quarter (July - December) Calendar Year 2023 Totals
EXPLANATION
On November 16, 2021, the City Council adopted Updates to City Council Policy #107
Appointments to Boards, Commissions, and Committees (BCC). Section D, 14 Resignations,
Attendance, Training and Removals provides for the City Clerk to prepare a report to Council on
the attendance of BCC members.
Attendance is evaluated as follows:
1. A Commissioner or Member of a BCC with unexcused absences from three consecutive
regularly scheduled meetings.
2. A Commissioner or Member of a BCC misses more than 25% of the advisory body’s
meetings in a calendar year.
3. A Commissioner or Member of a BCC must be present at least one hour, or 50% of the
entire meeting, whichever is less, to be counted as present for purposes of attendance.
Excused Absences are considered under certain circumstances.
Board of Library Trustees consists of five (5) members, and one (1) alternate. Their meetings
are held the First Wednesday of every month at 5:30 p.m. in the Large Conference Room at City
Hall.
Third and Fourth Quarter of 2023 the Board scheduled a total of seven (7) meetings, two (2)
meetings were cancelled due to a lack of agenda items.
All members were found to be in compliance with attendance and training requirements.
Members: Third & Fourth
Quarter Present
Third & Fourth
Quarter Absent
Status of
Mandatory Training
Margaret Godshalk - President 5 0 Completed
H. Bradley Bang, Secretary 5 0 Completed
Cindy Lopez 4 1 Completed
Jake Zindulka (appointed 9/5/23) 1 1 Completed
Jissan Ravanilla (appointed 9/5/23) 1 1 Completed
Patricia McGhee (Alternate) (appointed
9/5/23)
2 0 Completed
Civil Service Commission consists of five (5) members. Their meetings are held the Second
Wednesday of every other month at 5:30 p.m. in the Large Conference Room at City Hall.
Third and Fourth Quarter of 2023 the Commission scheduled a total of four (4) meetings, with one
(1) of those being a Special Meeting.
All members were found to be in compliance with attendance and training requirements.
Members: Third & Fourth
Quarter Present
Third & Fourth
Quarter Absent
Status of
Mandatory Training
Paul Wapnowski, Chair 2 2 Completed
Rafael Courtney, Vice-Chair 4 0 Completed
Leslie Coyote 3 1 Completed
Thomas Luna 2 2 Completed
Sean Sampsell (Appointed 4/18/23) 4 0 Completed
Page 44 of 251
Exhibit A
Community & Police Relations Committee consists of eight (8) members with one (1) being a
staff member. Their meetings are held the Third Thursday of February, May, August and
November at 6:00 p.m. in the Council Chamber at City Hall.
Third and Fourth Quarter of 2023 the Committee scheduled a total of two (2) meetings, one (1) of
which was convened and then cancelled due to lack of a quorum.
All members were found to be in compliance with attendance and training requirements.
Members: Third & Fourth
Quarter Present
Third & Fourth
Quarter Absent
Status of
Mandatory Training
Michael Lesley, Chair 2 0 Completed
Daniel Orth, Vice Chair 2 0 Completed
Zachary Francisco-Gomez 1 1 Completed
Andy Y. Sanchez 1 1 Completed
Darin Dorsey 2 0 Completed
Jacqueline Ellis 1 1 Completed
William Phillips 1 1 Completed
Housing Advisory Committee consists of nine (9) members of the Planning Commission and
two (2) additional members. Their meetings are held the Third Monday of every month at 6:00
p.m. in the Council Chamber at City Hall.
Third and Fourth Quarter of 2023 the Committee scheduled a total of three (3) meetings, two (2)
meetings were cancelled due to a lack of agenda items.
All members were found to be in compliance with attendance and training requirements.
Members: Third & Fourth
Quarter Present
Third & Fourth
Quarter Absent
Status of
Mandatory Training
Richard Martin Miller, Chair 1 0 Completed
Randi Marie Castle, Vice Chair 1 0 Completed
Ricardo Sanchez 1 0 Completed
Claudia E. Valenzuela 1 0 Completed
William J. Sendt 1 0 Completed
Mayra A. Valdez 1 0 Completed
Pearl Quinones 1 0 Completed
Liliana Armenta 1 0 Completed
Denise Kosterlistzky 0 1 Completed
Planning Commission consists of seven (7) members. Their meetings are held the First and
Third Monday of every month at 6:00 p.m. in the Council Chamber at City Hall.
Third and Fourth Quarter of 2023 the Commission scheduled a total of ten (10) meetings, four (4)
meetings were cancelled due to a lack of agenda items.
All members were found to be in compliance with attendance and training requirements.
Members: Third & Fourth
Quarter Present
Third & Fourth
Quarter Absent
Status of
Mandatory Training
Richard Martin Miller, Chair 6 0 Completed
Randi Marie Castle, Vice Chair 6 0 Completed
Ricardo Sanchez 4 2 Completed
Claudia E. Valenzuela 5 1 Completed
William J. Sendt 5 1 Completed
Pearl Quinones 6 0 Completed
Liliana Armenta 6 0 Completed
Page 45 of 251
Exhibit A
Park, Recreation & Senior Citizens Advisory Committee consists of seven (7) members
(currently one vacancy). Their meetings are held the Third Thursday of every month at 4:00 p.m.
in the Large Conference Room at City Hall.
Third and Fourth Quarter of 2023 the Committee scheduled five (5) meetings, one (1) meeting
was convened and then adjourned due to lack of a quorum, and one (1) meeting was canceled
prior to commencement due to a lack of a quorum.
All members were found to be in compliance with attendance and training requirements
with the exception of one as described below.
NOTE: Ignacio Navarro Jr. failed to attend any of the meetings within the Third and Fourth quarter.
In addition, staff noted on the First and Second Quarter reports that he was absent at all five (5)
scheduled meetings. Mr. Navarro was reappointed on March 7, 2023, and has not attended a
meeting. Per City Council Policy #107 Appointments to BCCs, Section D,(14) Resignations,
Attendance, Training, and Removals states that attendance is required and if a member has more
than three (3) Consecutive Regularly Schedule Meetings or misses more than 25% of the BCC
meetings in a calendar year.
Staff Recommendation: As these absences fall within these guidelines, the City Clerk is
recommending the City Council consider the removal of this member due to absence. One
meeting was canceled due to a lack of quorum, these absences had an immediate effect on the
BCC and its members. City Council to direct staff to bring a report back to Council at the next
meeting for consideration of removal of the member.
Members: Third & Fourth
Quarter Present
Third & Fourth
Quarter Absent
Status of Mandatory
Training
Nora McMains, Chair 4 0 Pending Completion
Jennelyn de Mesa Luna 3 1 Completed
Joseph Crawford 4 0 Completed
Reuben Felizardo 4 0 Completed
Ignacio Navarro Jr. 0 4 Two Overdue
Alexander Fernandez 2 2 Completed
Public Art Committee consists of five (5) members and one (1) alternate. Their meetings are
held the Fourth Tuesday of January, April, July and October at 3:00 p.m. in the Large Conference
Room in City Hall.
Third and Fourth Quarter of 2023 the Committee scheduled a total of two (2) meetings.
All members were found to be in compliance with attendance and training requirements.
Members: Third & Fourth
Quarter Present
Third & Fourth
Quarter Absent
Status of
Mandatory Training
William A. Virchis, Chair 0 2 Completed
Ryan Johnson 2 0 Completed
Jose A Lopez 2 0 Completed
Charles Reilly 2 0 Completed
Jacqueline Schliapnik 2 0 Completed
Catrina Bush (Alternate) 1 1 Completed
Page 46 of 251
Exhibit A
Traffic Safety Committee consists of five (5) members. Their meetings are held the Second
Wednesday of every month at 1:00 p.m. in the Large Conference Room in City Hall. All members
are found in compliance for attendance and training.
Third and Fourth Quarter of 2023 the Committee scheduled a total of six (6) meetings, four (4)
meetings were cancelled due to a lack of agenda items.
All members were found to be in compliance with attendance and training requirements.
Members: Third & Fourth
Quarter Present
Third & Fourth
Quarter Absent
Status of
Mandatory Training
Marisa Rosales 2 0 Completed
Kelly Piper 1 1 Completed
Christopher Coyote 1 1 One Overdue
Cynthia Fuller Quinonez 2 0 Completed
Rafael Cotero (appointed 9/5/23) 1 0 Completed
Page 47 of 251
CITY COUNCIL POLICY
CITY OF NATIONAL CITY
AMENDED: November 16, 2021
ADOPTED: June 17, 1986
POLICY # 107 TITLE: Appointments to Boards, Commission and Committees
PURPOSE
To establish a procedure to serve as a guide in making appointments to various City Boards,
Commissions, and Committees. The City currently has the following Boards, Commissions, and
Committees to which this Policy applies:
Mayor’s Appointments:
1. Board of Library Trustees
2. Community and Police Relations Commission
3. Park, Recreation, and Senior Citizens Advisory Committee
4. Public Art Committee
5. Sweetwater Authority
6. Traffic Safety Committee
7. Veterans and Military Families Advisory Committee
City Council Appointments:
1. Civil Service Commission
2. Planning Commission
3. Housing Advisory Committee including Ex-Officio Members
4. Port Commission
POLICY
Appointment Process
A. Opportunity to apply. All interested individuals shall be given an opportunity to submit
applications for vacancies on City Boards, Commissions, and Committees. Incumbent
Appointees are not automatically re-appointed but are required to fill out an abbreviated
application provided by the City Clerk, indicating their interest in continuing to serve.
B. Unexpired terms. If an incumbent Appointee was appointed to fill an unexpired term
and the Appointee serves for less than one year in that position, the Council may re-
appoint the incumbent without considering other applicants.
C. Vacancies. When vacancies occur, the following procedure shall be followed:
1. Schedule vacancy. When a term is expiring or expires, public notice of the vacancy
shall be made, inviting interested individuals to submit applications for the vacancy
on a form provided by the City Clerk on the City website.
Unscheduled vacancy. An unscheduled vacancy shall be filled according to
Page 48 of 251
CITY COUNCIL POLICY
CITY OF NATIONAL CITY
AMENDED: November 16, 2021
ADOPTED: June 17, 1986
POLICY # 107 TITLE: Appointments to Boards, Commission and Committees
Government Code Section 54974, which generally provides as follows: Whenever
an unscheduled vacancy occurs, whether due to resignation, death, termination, or
other causes, a special vacancy notice shall be posted in the Office of the City Clerk,
the City website, outside City Hall on the Bulletin Board, and on City social media
platforms not earlier than twenty (20) days before or not later than twenty (20) days
after the vacancy occurs. The City Council shall not make a final appointment for
at least ten (10) working days after posting the notice in designated locations. The
notice’s posting and application period shall be thirty (30) calendar days. However,
if it finds that an emergency exists, the City Council may, fill the unscheduled
vacancy immediately. According to this section, a person appointed to fill the
vacancy shall serve only on an interim basis until the final appointment.
The end of term for the members of Boards, Commissions, and Committees
generally occurs in an annual rotation during the months of March and September.
Appointments will be considered at those times unless a vacancy resulting from a
resignation results in the lack of a Quorum on the Board, Commission, or
Committee, in which case the appointment could occur at the time of the
unscheduled vacancy in accordance with the procedure set out above.
3. Government Code Section 40605, and National City Municipal Code Title 16, grants
the Mayor, with the City Council’s approvals, the authority to make all appointments
unless otherwise explicitly provided by statute. The exceptions are:
1. Civil Service Commission
2. Planning Commission
3. Housing Advisory Committee including Ex-Officio Members
4. Planning Commission
The City Council fills vacancies on these bodies.
D. Implementation. Implementation of Council policy for appointment to Boards,
Commissions, and Committees requires the following:
1. Per Government Code Section 54972, on or before December 31 of each year,
the City Council shall prepare a list of appointments of all regular and ongoing
Boards, Commissions, and Committees appointed by the City Council. The
City Clerk will prepare the list of all regular and ongoing Boards, Commissions,
and Committees appointed by the Mayor or the City Council. The list shall
contain a list of all terms that will expire during the next calendar year, the
incumbent appointee’s name, the appointment date, the term’s expiration date,
and the position’s necessary qualifications. It shall also include a list of all
Page 49 of 251
CITY COUNCIL POLICY
CITY OF NATIONAL CITY
AMENDED: November 16, 2021
ADOPTED: June 17, 1986
POLICY # 107 TITLE: Appointments to Boards, Commission and Committees
Boards, Commissions, and Committees whose members serve at the City
Council’s pleasure and the qualifications required for each position. This Local
Appointments List shall be made available to the public on the City website.
2. Notice. A public notice for vacancies must be placed in the newspaper of
general circulation within the City, on the City’s website, City Hall Bulletin
Boards, and City social media platforms.
3. Expiration of term. All appointees will receive a letter as their terms expire
asking if they would like to re-apply for the position.
4. Applications. Applications shall be available on the City website and in the City
Clerk’s Office. Submissions must be received before the advertised deadline for
consideration for the appointment. All applications will be retained in the City
Clerk’s Office for one year from the date the application was submitted. During the
one-year retention period of the application, an applicant shall be considered for
other vacancies on Boards, Commissions, and Committees. The City Clerk’s Office
will notify the applicant being considered for an appointment to confirm that they
are still interested in volunteering.
5. A member may only serve on one (1) Board, Commission, or Committee at a time.
If an applicant applies for another position on a different Board, Commission, or
Committee, that applicant will forfeit the prior seat and a vacancy will occur per
policy.
6. Interviews:
a. Mayor Appointments: Interviews for Mayoral appointments will be
conducted by the Mayor outside of the public meeting and scheduled by
the Mayor’s Office.
b. City Council Appointments: Interviews for the four (4) Civil Service
Commission, Planning Commission, Housing Advisory Committee, and
Port Commission who serve at the City Council’s pleasure and are
appointed by the City Council as a body will be interviewed in the public
forum at a City Council Meeting as described below.
7. Mayoral Appointments:
The Mayor will make the motion to appoint (naming the appointee) and
Councilmembers may second the motion. The City Clerk will then take a roll call
Page 50 of 251
CITY COUNCIL POLICY
CITY OF NATIONAL CITY
AMENDED: November 16, 2021
ADOPTED: June 17, 1986
POLICY # 107 TITLE: Appointments to Boards, Commission and Committees
vote of the City Council. A majority vote of the City Council will be required for the
appointment. If the majority of the City Council choose to deny the proposed
appointment, the Mayor shall either propose an alternative candidate from the
current application pool or choose to reopen the application period and return to the
City Council at a future City Council Meeting with a different applicant for
consideration. If a Mayoral Appointment is not approved by the majority of the City
Council by confirmation, that applicant is removed from the pool for that seat. The
Mayor will return to a future meeting with a substitute Mayoral appointment.
8. For City Council Appointments, the Interview Process is as follows:
a. The City Clerk will provide an overview of the Board, Commission, or
Committee(s) with current vacancy (ies). The Mayor will introduce the
applicant and two (2) questions will be asked of each applicant on behalf
of the City Council.
b. Each applicant is given two (2) minutes to make a brief introduction of
themselves and their qualifications to the City Council.
c. Mayor and City Councilmembers will ask questions of each applicant. All
applicants must be asked the same questions.
d. Total time per applicant is five (5) timed minutes with time allowed for
clarification at the discretion of the City Council, not to exceed ten (10)
minutes total per applicant.
e. All appointments and interviews before the City Council will be scheduled
as needed to fill unexpected vacancies, with every effort to be made
before an individual's term expires. Interviews may take place at one
meeting, with appointments made at a subsequent meeting.
9. Vacancies for City Council Appointed Positions. If the vacancy is for a City
Council appointed position, and there is more than one (1) applicant for a given
position, the voting process will proceed as follows: Once the interviews are
complete, each Councilmember votes for their choice via a written ballot
provided by the City Clerk. Each Councilmember shall print and sign their name
on the ballot. All ballots shall be considered a public record and be open to
inspection by the public. The ballots are passed to the City Clerk who announces
the number of votes for each candidate.
Page 51 of 251
CITY COUNCIL POLICY
CITY OF NATIONAL CITY
AMENDED: November 16, 2021
ADOPTED: June 17, 1986
POLICY # 107 TITLE: Appointments to Boards, Commission and Committees
If the appointment process is conducted via a virtual meeting the process is the
same except the ballot/vote process. The City Clerk’s Office will provide a Vote
Sheet (a piece of paper electronically) with the name of each applicant to be
considered. The Mayor will count to three (3) and the Council will hold their
vote sheet up in front of their face to make sure it is captured on the camera
during the live virtual meeting. The City Clerk will tally the votes and will then
confirm the votes with a verbal roll call. The applicant with the most votes is
appointed.
In the event of a tie, each Councilmember votes again until one (1) candidate
has the majority vote and is declared to be the newly–appointed member of the
Board, Commission, or Committee.
10. Re-appointment beyond two terms. Anyone wishing to be re-appointed to any Board,
Commission, or Committee and has served two or more full terms already must be
approved by a four-fifths vote of the City Council. If all five members of the City
Council are not present, or if one member abstains or recuses their vote, the four-
fifths requirement shall be changed to require only a simple majority.
11. Report to Council:
All applications received for vacancies, whether Mayoral Appointment or City
Council Appointment, will be attached to the staff report to Council. All applications
will have private personal information redacted (name, street numbers and name of
street address, and phone number). This redacted information is in alignment with
Government Code Section 6255(a) because the public interest served by not
disclosing the applicant’s personal, private information and protection of the
applicant’s right to privacy outweighs the public interest served by disclosing that
information.
12. An automatic vacancy upon becoming a Non-Resident. An unscheduled vacancy
automatically occurs when a resident holding an appointment position on a City
Board, Committee, or Commission becomes a non-resident by moving out of
National City limits. When an unscheduled vacancy occurs due to a resident
becoming a non-resident, the unscheduled vacancy may be filled as follows:
a. A special vacancy notice shall be posted in the Office of the City Clerk, and
in other places as directed by the City Council, not earlier than 20 days
before or not later than 20 days after the vacancy occurs. Final Appointment
at a City Council Meeting shall not be made by the Appointing Authority for
at least 10 working days after the posting of the notice in the City Clerk’s
Office.
Page 52 of 251
CITY COUNCIL POLICY
CITY OF NATIONAL CITY
AMENDED: November 16, 2021
ADOPTED: June 17, 1986
POLICY # 107 TITLE: Appointments to Boards, Commission and Committees
b. The Appointing Authority may appoint the former resident to a Non-
Residential position if a Non-Residential position is vacant.
However, the Appointing Authority may, if it finds that an emergency exists, fill the
unscheduled vacancy immediately. A person appointed to fill the vacancy shall
serve only on an acting basis until the final appointment is made pursuant to this
section.
13. Only City Residents may be elected to Chair and Vice-Chair positions. To be
eligible to be elected as the Chairperson of a City Board, Committee, or
Commission, the member must be a resident of the City.
14. Resignations, Attendance, Training, and Removals
Resignation:
If a Commissioner or Member of a Board, Committee, or Commission is unable to
continue serving because of health, business requirements, or personal reasons,
a letter of resignation shall be submitted to the City Clerk, who will present to the
City Council.
Attendance:
Regular attendance at meetings is critical to be effective operation of City Boards,
Commissions, and Committees. The City Council relies on the advice of the City’s
Boards, Commissions, and Committees, which is the result of discussions among
appointed members. The City Council anticipates that members of Boards,
Committees, and Commissions shall make every reasonable effort to attend all
regular and special meetings of their respective Boards, Commissions, and
Committees, and to be prepared to discuss matters on their respective agendas.
A Commissioner or Member of a Board, Committee, or Commission shall be
considered removed from any advisory board under the following conditions:
1. A Commissioner or Member of a Board, Committee, or Commission with
unexcused absences from three consecutive regularly scheduled meetings.
2. A Commissioner or Member of a Board, Committee, or Commission misses
more than 25% of the advisory body’s meetings in a calendar year.
Page 53 of 251
CITY COUNCIL POLICY
CITY OF NATIONAL CITY
AMENDED: November 16, 2021
ADOPTED: June 17, 1986
POLICY # 107 TITLE: Appointments to Boards, Commission and Committees
3. A Commissioner or Member of a Board, Committee, or Commission must be
present at least one hour, or 50% of the entire meeting, whichever is less, to
be counted as present for purposes of attendance.
Excused Absences:
An “excused absence” is only granted when absolutely necessary and pre-
approved if at all possible. The City Council encourages Boards, Commissions,
and Committees to refrain from scheduling meetings on cultural and religious
holidays in order to encourage full participation by all Commissioners, Board
Members, and the public. The pre-approval of excused absences will be by the
body as a whole and documented in the meeting minutes.
Excused absences are listed as follows:
1. Illness of the Commissioner or Member of the Board, Committee, or
Commission, their family member, or their personal friend;
2. Business commitment of the Commissioner or Member of the Board,
Committee, or Commission that interferes with the attendance at a meeting;
3. Attendance of the Commissioner or Member of the Board, Committee, or
Commission at a funeral, religious service or ceremony, wedding, or other
similarly-significant event; or
4. Other reason for which the Commissioner or Member of the Board,
Committee, or Commission has given notice to the Chairperson or Secretary
of their unavailability fifteen (15) days in advance, as long as the unavailability
is not expected to last longer than 30 days.
Removal:
The Secretary or Lead of each Board, Commission, or Committee will report the
attendance to the Office of the City Clerk on a monthly basis. If the attendance or
absences fall within these guidelines, the Office of the City Clerk will prepare a
report to City Council for review and possible removal of the Commissioner,
Member, or Alternate sitting on the Board, Committee, or Commission. Any
Commissioner, Member, or Alternate sitting on a Board, Committee, or Commission
may be removed from office at any time by a simple majority vote of the City Council
at a regularly scheduled Council meeting with or without cause.
Mandatory Training and Filing Requirements:
Commissioners and Members of Board, Committee, or Commission, as
appointed by the legislative body, are entrusted with certain responsibilities and
Page 54 of 251
CITY COUNCIL POLICY
CITY OF NATIONAL CITY
AMENDED: November 16, 2021
ADOPTED: June 17, 1986
POLICY # 107 TITLE: Appointments to Boards, Commission and Committees
concomitant training and reporting. The following are requirements of
Commissioners and Members of Boards, Commissions, and Committees. This
training is required to be completed within 30 days of appointment or
notification.
1. Oath of Office (Article XX of the California Constitution, and California
Government Code Section 36507)
2. Fair Political Practices Commission (FPPC) Statement of Economic
Interest Form 700 Filing (California Government Code Section 87100 et
seq)
3. AB1234 Ethics Training (California Government Code Section
53235.1(b))
4. Sexual Harassment Training
5. Brown Act Training
6. Social Media Training
7. Any training required by State Law, Federal Law, or City Policies.
All training is offered in a variety of formats including in person, via Zoom,
training website/software, and pre-recorded video. Currently, these are all
requirements of the Mayor and City Council, and City staff.
Removal:
Failure to complete any of these requirements within 30 days of the
appointment date or date of notification is cause for automatic removal.
Related Policy References
Government Code Section 40605
Government Code Section 54970, et seq.
Article XX of the California Constitution, and California Government Code Section 36507
California Government Code Section 53235(b)
California Government Code Section 87100 et seq
National City Municipal Code Title 16 (pending)
Prior Policy Amendments:
February 2, 2021 (Resolution No. 2021-08)
May 19, 2020 (Resolution No. 2020-95)
November 9, 1993 (Resolution No. 93-173)
June 11, 2013 (Revised – No Resolution – Refer to Meeting Minutes)
October 8, 2013 (Resolution No. 2013-147)
May 19, 2020 (Resolution No. 2020-20)
Page 55 of 251
AGENDA REPORT
Department: Administrative Services - Finance
Prepared by: Karla Apalategui, Senior Accounting Assistant
Meeting Date: Tuesday, February 6, 2024
Approved by: Benjamin A Martinez, City Manager
SUBJECT:
Warrant Register #21 for the period of 11/17/23 through 11/23/23 in the amount of $335,847.62.
RECOMMENDATION:
Ratify Warrants Totaling $335,847.62
BOARD/COMMISSION/COMMITTEE PRIOR ACTION:
Not Applicable.
EXPLANATION:
Per Government Section Code 37208, below are the payments issued for period 11/17/23 –
11/23/23. Consistent with Department of Finance’s practice, listed below are all payments above
$50,000.
Vendor Check Amount Explanation
SDG&E 366177 $91,460.56 Gas and Electric for Facilities FY24
FINANCIAL STATEMENT:
Warrant total $335,847.62
RELATED CITY COUNCIL 2020-2025 STRATEGIC PLAN GOAL:
Not Applicable
ENVIRONMENTAL REVIEW:
This is not a project under CEQA and is therefore not subject to environmental review.CCR15378;
PRC 21065.
PUBLIC NOTIFICATION:
Agenda Report posted within 72 hours of meeting date and time in accordance with Brown Act.
ORDINANCE:
Not Applicable
EXHIBIT:
Exhibit A - Warrant Register No. 21
Page 56 of 251
PAYEE DESCRIPTION CHK NO DATE AMOUNT
City Manager Office
DEVANEY PATE MORRIS & CAMERON LEGAL SERVICE - PORT OF SAN DIEGO 366144 11/22/23 1,425.00
GARCIA REIMBURSEMENT FOR CULTURE CLUB COFFEE - 366148 11/22/23 261.20
Total for Department 1,686.20
Fire
ACE UNIFORMS & ACCESSORIES INC UNIFORMS, JACKETS, PATCHES 366123 11/22/23 2,746.27
AMEDEE MILEAGE AND PARKING REIMBURSEMT 366127 11/22/23 26.38
AT & T INC MONTHLY PHONE SERVICES TO RECEIVE/FIRE 366129 11/22/23 758.72
ESGIL LLC PLAN CHECKS FOR FIRE, FY23-24 366147 11/22/23 975.00
MONTANO REIMBURSEMNT, HECTOR MONTANO/FIRE 366159 11/22/23 1,500.00
WHITE REIMBURSMNT, EMT-P EXPENSES, M WHITE 366198 11/22/23 250.00
Total for Department 6,256.37
Engineering / PW's
APS LIGHTING & SAFETY PRODUCTS MOP 87645 AUTO LIGHTING SUPPLIES FY24-PW 366128 11/22/23 172.44
CUSTOM TRUCK BODY & EQUIPMENT AUTO PARTS FY24-PW/EQM 366140 11/22/23 3,253.97
DANIELS TIRE SERVICE TIRES FOR CITY FLEET FY24-PW/EQM 366141 11/22/23 8,360.00
DEPARTMENT OF TRANSPORTATION TRAFFIC SIGNAL REPAIR FY24-PW/STREETS 366142 11/22/23 2,505.94
DEPT OF INDUSTRIAL RELATIONS ELEVATOR INSPECTIONS FY24-PW/FACILITIES 366143 11/22/23 675.00
GRAINGER MOP 65179 BUILDING SUPPLIES FY24-PW/FACI 366150 11/22/23 1,304.10
HAAKER EQUIPMENT COMPANY PARTS AND SMALL EQUIMPMENT FY24-PW/EQM 366151 11/22/23 154.07
HOME DEPOT CREDIT SERVICES BUILDING SUPPLIES FY24-PW/FACILITIES 366152 11/22/23 3,438.73
JJJ ENTERPRISES FIRE AND SECURITY ALARM MONITORING FY24- 366154 11/22/23 1,836.65
MAINTEX INC MISC JANITORIAL SUPPLIES FY24-PW/FACILIT 366156 11/22/23 472.71
MASON'S SAW MOP 45729 LANDSCAPE SUPPLIES FY24-PW/PAR 366157 11/22/23 368.85
MUNICIPAL MAINTENANCE EQUIP STREET SWEEPER PARTS FY24-PW/EQM 366160 11/22/23 1,153.57
NATIONAL CITY CAR WASH CAR WASH SERVICES FOR FLEET FY24 366161 11/22/23 1,630.67
NATIONAL CITY TROPHY MOP 66556 WALL NAME PLATE FY24-PW/FACILI 366162 11/22/23 23.76
O'REILLY AUTO PARTS MOP 75877 AUTO SUPPLIES FY24-PW/EQM 366164 11/22/23 489.27
PACIFIC AUTO REPAIR SMOG CERTIFICATION / REPAIRS FY24-PW/EQM 366165 11/22/23 715.00
PARTS AUTHORITY METRO MOP 75943 AUTO SUPPLIES FY24-PW/EQM 366166 11/22/23 316.90
PARTS AUTHORITY METRO MOP 75943 AUTO SUPPLIES FY24-PW/EQM 366167 11/22/23 30.44
PERRY FORD-NATIONAL CITY LLC AUTO PARTS FY24-PW/EQM 366168 11/22/23 1,899.48
POWERSTRIDE BATTERY CO INC MOP 67839 AUTO BATTERIES FY24-PW/EQM 366169 11/22/23 1,468.73
PRO BUILD COMPANY MOP 45707 GENERAL SUPPLIES FY24-PW/FACIL 366170 11/22/23 2,476.44
PRUDENTIAL OVERALL SUPPLY LAUNDRY SERVICES - PW'S 366171 11/22/23 676.91
RED WING BUSINESS WORK BOOTS FOR MANUEL AGUIRRE FY24-PW/ST 366172 11/22/23 200.00
SAN DIEGO MECHANICAL ENERGY REPAIRS TO HVAC SYSTEMS FY24-PW/FACILITI 366176 11/22/23 1,319.56
SDG&E GAS AND ELECTRIC FOR FACILITIES FOR FY24 366177 11/22/23 91,460.56
SEDANO FORD OF LM, INC. R&M CITY VEHICLES FY24-PW/EQM 366180 11/22/23 183.80
SITEONE LANDSCAPE SUPPLY LLC MOP 69277 LANDSCAPE SUPPLIES FY24-PW/PAR 366181 11/22/23 127.84
SOUTHERN CALIF TRUCK STOP MOP 45758 PROPANE FY24-PW/EQM 366183 11/22/23 142.67
SOUTHWEST SIGNAL SERVICE INTERSECTION MAINTENANCE FOR STREETS FY2 366184 11/22/23 25,273.60
WARRANT REGISTER # 21
11/23/2023
1/4Page 57 of 251
PAYEE DESCRIPTION CHK NO DATE AMOUNT
WARRANT REGISTER # 21
11/23/2023
STAPLES BUSINESS ADVANTAGE MOP 45704 OFFICE SUPPLIES FY24-PW/ENG 366185 11/22/23 210.09
SWEETWATER AUTHORITY WATER BILL FOR PARKS DIVISION FY24 SEPT- 366187 11/22/23 383.16
TURF STAR INC LAWN MOWER PARTS FY24-PW/PARKS 366192 11/22/23 284.22
VALLEY INDUSTRIAL SPECIALTIES MOP 46453 INDUSTRIAL SUPPLIES FY24-PW/FA 366193 11/22/23 188.30
WAXIE SANITARY SUPPLY MISC JANITORIAL SUPPLIES FY24-PW/FACILIT 366195 11/22/23 2,765.77
WEST COAST ARBORISTS CITY WIDE TREE TRIMMING SERVICES FY24-PW 366196 11/22/23 25,837.70
WETMORES MOP 80333 AUTO SUPPLIES FY24-PW/EQM 366197 11/22/23 967.21
WILLY'S ELECTRONIC SUPPLY MOP 45763 ELECTRIC SUPPLIES FY24-PW/FACI 366199 11/22/23 297.72
CANON SOLUTIONS AMERICA INC. EQUIPMNT BASE CHARGE- PLOTTER/SCANNER-EN 366131 11/22/23 91.88
CHEN RYAN ASSOCIATES INC CIP 22-16 CITY-WIDE PED SFTY ENHANCEMNT- 366133 11/22/23 10,167.50
CITY OF SAN DIEGO METROPOLITAN INDUSTRIAL WW CONTROL PRG.- 366134 11/22/23 12,403.00
D-MAX ENGINEERING INC T&A 90552 AZURIIK ROOSEVELT AVE.- ENG/PW 366145 11/22/23 2,128.32
GONZALES RFW PARKING & MILEAGE REIMB.-ENG/PW 366149 11/22/23 58.33
KTUA INSTALATION RESILENCY GRANT- ENG/PW 366155 11/22/23 21,500.76
SOLANA CENTER SB1383 SUPPORT SRVCS RSWA AMNDMNT 4 BP O 366182 11/22/23 14,935.00
STC TRAFFIC INC TRAFFIC SIGNAL SUPPORT SRVCS- ENG/PW 366186 11/22/23 1,050.00
IPS GROUP INC AUGUST 2023 PARKING PERMIT MERCHANT PORT 366153 11/22/23 2,140.99
Total for Department 247,541.61
NSD
CORDOVA CACEO REIMBURSEMENT / NSD 366137 11/22/23 1,385.31
PRO BUILD COMPANY MOP 45707 GENERAL SUPPLIES FY24-NSD 366170 11/22/23 543.71
THE SHERWIN WILLIAMS CO MOP 77816 PAINT SUPPLIES / NSD 366190 11/22/23 530.87
Total for Department 2,459.89
Building/Planning
STAPLES BUSINESS ADVANTAGE MOP 45704 OFFICE SUPPLIES FY24-PW/ENG 366185 11/22/23 210.09
THE STAR NEWS PUBLIC NOTICE - STAR NEWS 366191 11/22/23 110.19
Total for Department 320.28
Finance
BRINK'S INCORPORATED TRANSPORTATION - BILLING PERIOD 11/01/23 366130 11/22/23 565.93
WOODRUFF & SMART RSWA - GENERAL MANAGER MONTHLY NOV 2023 366200 11/22/23 6,500.00
Total for Department 7,065.93
Human Resources
CESNAUSKAS ADPP - NOVEMBER 2023 366132 11/22/23 6,042.75
CONCENTRA MEDICAL CENTERS PRE-EMPLOYMENT PHYSICAL 366136 11/22/23 594.00
ERGOMETRICS POLICE CORPORAL, SERGEANT & LIEUTENANT A 366146 11/22/23 17,373.28
Total for Department 24,010.03
Community Services/Nutrition/Library
2/4Page 58 of 251
PAYEE DESCRIPTION CHK NO DATE AMOUNT
WARRANT REGISTER # 21
11/23/2023
ALL FRESH PRODUCTS FOOD 366124 11/22/23 610.62
COZZINI BROS., INC. KNIFE SERVICE 366139 11/22/23 105.00
PRUDENTIAL OVERALL SUPPLY LAUNDRY & CONSUMABLES 366171 11/22/23 1,309.73
SDG&E ELECTRICITY 366178 11/22/23 11,876.24
SEAPORT MEAT COMPANY FOOD 366179 11/22/23 1,367.45
SYSCO SAN DIEGO INC FOOD 366188 11/22/23 11,155.55
ALLSTATE SECURITY INVICTA DBA ALLSTATE/SECURITY SERVICES/L 366125 11/22/23 6,011.88
AMAZON CAPITAL SERVICES, INC. AMAZON/AV SUPPLIES/MEMORY LAB/LOCAL HIST 366126 11/22/23 49.43
MIDWEST TAPE, LLC MIDWEST TAPE/BLU-RAY/FY24 366158 11/22/23 97.29
ZOOBEAN INC RFW/ZOOBEAN SUBSCRIPTION/FY24 366201 11/22/23 1,759.50
Total for Department 34,342.69
Police
ORANGE COUNTY SHERIFF'S T D TRAINING TUITION SUPERVISORY ESTABRK 366163 11/22/23 465.00
RIO HONDO COLLEGE TRAINING TUITION FOR GGONZALS SUPERVISOR 366173 11/22/23 228.00
RIO HONDO COLLEGE TRAINING TUITION FTO JVASQUEZ RVELAZQUEZ 366174 11/22/23 178.00
RIO HONDO COLLEGE TRAINING TUITION 366175 11/22/23 89.00
TACTICAL FIREARMS TRAINING TRAINING TUITION FIREARMS SHAFER 366189 11/22/23 750.00
VASQUEZ TRAINING ADV POST SUB LDG FTO 366194 11/22/23 780.00
Total for Department 2,490.00
City Clerk
CIVICPLUS, LLC MUNICODE CODIFICATION - CIVIC PLUS 366135 11/22/23 1,522.50
CORODATA RECORDS OFF SITE FILE STORAGE - CORODATA 366138 11/22/23 53.00
THE STAR NEWS PUBLIC NOTICE - STAR NEWS 366191 11/22/23 125.56
Total for Department 1,701.06
A/P Total 327,874.06
WIRED PAYMENTS
Police
U S BANK CREDIT CARD EXPENSES / PD 814829 11/21/23 5,332.21
City Attorney Office
U S BANK CREDIT CARD EXPENSES / CAO 814829 11/21/23 113.07
CMO
U S BANK CREDIT CARD EXPENSES / CMO 814829 11/21/23 40.00
Fire
U S BANK CREDIT CARD EXPENSES / FIRE 814829 11/21/23 2,443.28
Finance
3/4Page 59 of 251
PAYEE DESCRIPTION CHK NO DATE AMOUNT
WARRANT REGISTER # 21
11/23/2023
U S BANK CREDIT CARD EXPENSES / FINANCE 814829 11/21/23 45.00
GRAND TOTAL 335,847.62
4/4Page 60 of 251
AGENDA REPORT
Department: Administrative Services - Finance
Prepared by: Karla Apalategui, Senior Accounting Assistant
Meeting Date: Tuesday, February 6, 2024
Approved by: Benjamin A. Martinez, City Manager
SUBJECT:
Warrant Register #22 for the period of 11/24/23 through 11/30/23 in the amount of $5,071,548.14.
RECOMMENDATION:
Ratify Warrants Totaling $5,071,548.14
BOARD/COMMISSION/COMMITTEE PRIOR ACTION:
Not Applicable.
EXPLANATION:
Per Government Section Code 37208, below are the payments issued for period 11/24/23 –
11/30/23. Consistent with Department of Finance’s practice, listed below are all payments above
$50,000.
Vendor Check Amount Explanation
Ace Uniforms 366202 $81,273.68 Patrol Ballistic Helmets / PD
Project Professionals 366255 $139,776.51 CIP 20-01 Sewer Upsizing Phase II Eng/PW
LC Paving & Sealing 366242 $865,806.13 CIP 19-20 Sweetwater Road Bikeway Eng
Metro Wastewater 366249 $61,041.00 Metro JPA Annual Budget Agency Portion
County of San Diego 366222 $60,178.00 FY23-24 (7/1/23-6/30/24) HIRT / Fire
Bank of America 97 $98,043.39 2017 Energy Efficiency Series A Bond Pymt
Bank of America 111 $85,560.00 2017 Energy Efficiency Series B Bond Pymt
Public Emp Ret Syst 231128 $329,008.23 Service Period 10/31/23 – 11/13/23
City of San Diego 86 $1,711,914.00 Metropolitan Sewerage System FY24
FINANCIAL STATEMENT:
Warrant total $5,071,548.14
RELATED CITY COUNCIL 2020-2025 STRATEGIC PLAN GOAL:
Not Applicable
ENVIRONMENTAL REVIEW:
This is not a project under CEQA and is therefore not subject to environmental review.CCR15378;
PRC 21065.
PUBLIC NOTIFICATION:
The Agenda Report was posted within 72 hours of the meeting date and time in accordance with
the Ralph M. Brown Act.
ORDINANCE:
Page 61 of 251
Not Applicable
EXHIBITS:
Exhibit A - Warrant Register No. 22
Page 62 of 251
PAYEE DESCRIPTION CHK NO DATE AMOUNT
Mayor & Council
NATIONAL CITY TROPHY 3D CLASSIC CLUTCH BACK PINS/ YAMANE 366250 11/30/23 377.76
NATIONAL CITY TROPHY CLASSIC CLUTCH BACK PINS/ RODRIGUEZ 366250 11/30/23 377.76
Total for Department 755.52
CMO
SILVA REIMBURSEMENT - CULTURE CLUB SUPPLIES 366265 11/30/23 120.00
SPARKLETTS WATER FOR FINANCE 366267 11/30/23 129.89
STAPLES BUSINESS ADVANTAGE MOP #45704 OFFICE SUPPLIES / CMO 366268 11/30/23 170.70
T'S & SIGNS INC CITY STAFF POLO SHIRT 366278 11/30/23 3,867.74
Total for Department 4,288.33
CAO
BURKE WILLIAMS & SORENSEN LLP LEGAL SERVICES 366212 11/30/23 3,415.30
COLANTUONO HIGHSMITH LEGAL SERVICES 366221 11/30/23 735.00
T'S & SIGNS INC OFFICE SUPPLIES 366278 11/30/23 122.90
Total for Department 4,273.20
Housing/Section 8
PFEIFER HOTMA INCOME AND ASSETS WORKSHOP TRAINING 366253 11/30/23 233.99
Total for Department 233.99
Police
ACE UNIFORMS & ACCESSORIES INC PATROL BALLISTIC HELMETS 366202 11/30/23 81,273.68
DEPT OF JUSTICE DOJ FINGERPRINTING 366227 11/30/23 841.00
EXPERIAN CREDIT CHECKS 366229 11/30/23 57.69
FON JON PET CARE CENTER K9 FOOD BAUTISTA AND EVAN 366233 11/30/23 366.35
LASER SAVER INC MOP 04840 TONER PD 366244 11/30/23 165.19
STAR PAL AGENCY CONTRIBUTION 366269 11/30/23 5,000.00
THE COUNSELING TEAM OCTOBER SUPPORT SERVICES 366274 11/30/23 800.00
TRI TECH FORENSICS INC P&E SUPPLIES 366277 11/30/23 5,429.30
VCA EMERGENCY ANIMAL HOSPITAL STRAY ANIMAL CARE 366281 11/30/23 425.81
BAUTISTA TRAINING ADV LDGNG CRT FTO 366210 11/30/23 169.98
CARLOMAGNO TRAINING ADV LDG MDRN INTRVW INTRRGTN 366217 11/30/23 588.60
FERNANDO TRAINING AVD SUB SLI 366230 11/30/23 422.70
GONZALES TRAINING POST LDG AVD SUB SUPERVISOR 366235 11/30/23 1,358.40
HAWK TRAINING ADV SUB FIRARMS 366237 11/30/23 771.96
LOS RIOS COIMMUNITY COLLEGE TRAINING SCHL RSUC OFFCR 366245 11/30/23 133.00
MARIOTA TRAINING ADV SUB SPRVSRY 366247 11/30/23 1,358.40
RUDE TRAINING ADV SUB SPRVSRY 366261 11/30/23 1,358.40
SHAFER TRAINING ADV LDG FRARMS INSTRCTR 366264 11/30/23 771.96
BARRAGAN UAS BASIC PILOT REIMBURSEMENT - JOSE BAR 366209 11/30/23 108.39
WARRANT REGISTER # 22
11/30/2023
1/4Page 63 of 251
PAYEE DESCRIPTION CHK NO DATE AMOUNT
WARRANT REGISTER # 22
11/30/2023
CAMACHO USER GROUP MEETING REIMBURSEMENT - JOSEP 366216 11/30/23 65.78
DOUGHERTY ASSERTIVE SUPERVISION TRAINING REIMBURSE 366228 11/30/23 148.82
FERNANDO SHERMAN BLOCK SLI 3 REIMBURSEMENT - VINC 366231 11/30/23 145.36
GONZALES CRISIS NEGOTIATIONS FOR INCIDENT COMMAND 366236 11/30/23 59.50
LOZANO USER GROUP MEETING REIMBUSEMENT - MIGUEL 366246 11/30/23 57.20
RAMIREZ FORCE ENCOUNTERS ANALYSIS TRAINING REIMB 366257 11/30/23 311.88
RUDE CATO TACTICAL TEAM TRAINING REIMBURSEMEN 366262 11/30/23 156.90
STINNETT CHILD ABUSE ICI TRAINING REIMBURSEMENT R 366270 11/30/23 40.00
STREET COP TRAINING LLC TUITION PAYMENT - SOCIAL MEDIA AND OPEN 366271 11/30/23 675.00
WADSWORTH FIREARMS INSTRUCTOR TRAINING REIMBURSEME 366284 11/30/23 297.09
Total for Department 103,358.34
Engineering / PW's
ALIGNMENT EXPRESS OF CA INC AUTO SHOP SUPPLIES FY24-PW/EQM 366204 11/30/23 15,839.20
JJJ ENTERPRISES FIRE AND SECURITY ALARM MONITORING FY24- 366240 11/30/23 295.00
MASON'S SAW MOP 45729 LANDSCAPE SUPPLIES FY24-PW/PARKS 366248 11/30/23 721.69
PARTS AUTHORITY METRO MOP 75943 AUTO SUPPLIES FY24-PW/EQM 366252 11/30/23 6.78
PRO BUILD COMPANY MOP #45707, SUPPLIES FOR PW'S 366254 11/30/23 656.81
PRUDENTIAL OVERALL SUPPLY LAUNDRY & CONSUMABLES 366256 11/30/23 88.01
SWEETWATER AUTHORITY WATER BILL FOR PARKS DIVISION FY24 SEPT- 366272 11/30/23 277.28
VORTEX INDUSTRIES INC CITY-WIDE DOORS, GATES, AND RELATED FY24 366282 11/30/23 11,162.07
VULCAN MATERIALS COMPANY ASPHALT MATERIALS FOR STREETS FY24-PW/ST 366283 11/30/23 1,061.62
GEOSYNTEC CONSULTANTS INC CIP 21-16 NCFD COMPLIANCE WORK- ENG/PW 366234 11/30/23 5,527.92
NV5 INC CROWN CASTLE PERMITS- ENG/PW 366251 11/30/23 37,615.69
PROJECT PROFESSIONALS CORP CIP 20-01 SEWER UPSIZING PHASE II- ENG/P 366255 11/30/23 139,776.51
HSCC INC CIP 23-06 KIMBALL DOG PARK TOT LOT LAS P 366239 11/30/23 45,980.76
KIMLEY HORN CIP 20-09 NC EASTSIDE I-805 COMMUNITY - 366241 11/30/23 14,345.65
L C PAVING & SEALING INC CIP 19-20 SWEETWATER ROAD BIKEWAY - ENG/ 366242 11/30/23 865,806.13
METRO WASTEWATER JPA FY24 METRO JPA ANNUAL BUDGET AGENCY PORT 366249 11/30/23 61,041.00
Total for Department 1,200,202.12
Risk
CLAIMS MANAGEMENT ASSOCIATES PROFESSIONAL SERVICES 366219 11/30/23 7,200.00
CLAIMS MANAGEMENT ASSOCIATES PROFESSIONAL SERVICES 366220 11/30/23 6,400.00
US LEGAL SUPPORT INC LIABILITY CLAIM COST 366280 11/30/23 688.58
Total for Department 14,288.58
Planning / Building
BUREAU VERITAS N AMERICA INC PLAN CHECK SERVICES 366211 11/30/23 45,036.59
REEDER APA MEMBERSHIP DUES 366258 11/30/23 245.00
2/4Page 64 of 251
PAYEE DESCRIPTION CHK NO DATE AMOUNT
WARRANT REGISTER # 22
11/30/2023
Total for Department 45,281.59
Finance
C A P F DECEMBER 2023 - FIRE LTD 366213 11/30/23 1,239.00
CALIFORNIA LAW ENFORCEMENT DECEMBER 2023 - PD LTD 366215 11/30/23 2,214.00
DELTA DENTAL INSURANCE CO DECEMBER 2023 GRP # 05-7029600000 PMI DEC 366224 11/30/23 1,968.30
DELTA DENTAL INSURANCE CO DECEMBER 2023 - GRP #05-7029600002 COBRA 366225 11/30/23 91.11
DELTA DENTAL OF CALIFORNIA DECEMBER 2023 GRP# 05-0908600000 DENTAL 366226 11/30/23 16,482.19
RELIANCE STANDARD DECEMBER 2023 - GRP VAI826233 VCI801146 366259 11/30/23 3,828.41
Total for Department 25,823.01
Community Services/Nutrition/Library
AMAZON SUPPLIES FOR A KIMBALL HOLIDAY AND REIND 366206 11/30/23 992.80
CASTILLO RFW A KIMBALL HOLIDAY EVENT DJ/MC ENTERT 366218 11/30/23 1,850.00
ROYAL ENTERTAINERS, INC RFW A KIMBALL HOLIDAY EVENT CHARACTERS 366260 11/30/23 3,582.00
ALDEMCO FOOD / NUTRITION 366203 11/30/23 6,895.40
ALL FRESH PRODUCTS CONSUMABLES / NUTRITION 366205 11/30/23 565.64
COUNTY OF SAN DIEGO - DEH FOOD FACILITY PERMIT RENEWAL / NUTRITION 366223 11/30/23 474.00
PRUDENTIAL OVERALL SUPPLY LAUNDRY & CONSUMABLES / NUTRITION 366256 11/30/23 300.10
SYSCO SAN DIEGO INC FOOD / NUTRITION 366273 11/30/23 3,418.67
AMAZON CAPITAL SERVICES, INC. AMAZON/SUPPLIES/FY24 366207 11/30/23 45.71
BAKER & TAYLOR BAKER AND TAYLOR/BOOKS/FY24 366208 11/30/23 308.52
TUMBLEWEED PRESS INC RFW-TUMBLEWEED SUBSCRIPTION RENEWAL/FY24 366279 11/30/23 799.00
Total for Department 19,231.84
Fire
CAL FIRE CERT TRAINING: FIRE FIGHTER2A: STRUCTURE 366214 11/30/23 525.00
COUNTY OF SAN DIEGO FY23-24 (7/1/23 -6/3024) HIRT /FIRE 366222 11/30/23 60,178.00
FIRE ETC STATION, WILDLAND AND STURCTURE BOOTS/FIRE 366232 11/30/23 75.00
L N CURTIS & SONS 1.5X100' COUPLED 1.5NH YELLOW 187 SPEC / 366243 11/30/23 3,448.53
PRO BUILD COMPANY MOP #45707, SAW BLADES / FIRE 366254 11/30/23 117.24
PRUDENTIAL OVERALL SUPPLY LAUNDRY & CONSUMABLES 366256 11/30/23 75.00
SAFETY-KLEEN SYSTEMS, INC PART #100030 RECOVERY FEE 366263 11/30/23 244.84
SMART & FINAL MOP #45756, FIRE STATION SUPPLIES 366266 11/30/23 218.85
STAPLES BUSINESS ADVANTAGE MOP #45704, 3X5 RULED INDX CRD/ FIRE 366268 11/30/23 170.70
THE COUNSELING TEAM INTERNATIO EMPLOYEE SUPPORT SERVICES: SEPTEMBER/FIR 366275 11/30/23 475.00
THE SUPPLY CACHE TEE VALVE 1.5 NH FEMALE, S&H PRODUCTS, 366276 11/30/23 752.30
Total for Department 66,280.46
A/P Total 1,484,016.98
3/4Page 65 of 251
PAYEE DESCRIPTION CHK NO DATE AMOUNT
WARRANT REGISTER # 22
11/30/2023
PAYROLL
Pay period Start Date End Date Check Date
24 11/14/2023 11/27/2023 12/6/2023 1,361,824.40
WIRED PAYMENTS
Finance
BANK OF AMERICA 2017 ENERGY EFFICIENCY SERIES A BOND PYM 97 11/28/23 98,043.39
BANK OF AMERICA 2017 ENERGY EFFICIENCY SERIES B BOND PYM 111 11/28/23 85,560.00
PUBLIC EMP RETIREMENT SYSTEM SERVICE PERIOD 10/31/23 - 11/13/23 231128 11/28/23 329,008.23
Community Services/Nutrition/Library
U S BANK RFW/CREDIT CARD LIBRARY/NOV. 2023 838060 11/30/23 1,181.14
Engineering / PW's
CITY OF SAN DIEGO METROPOLITAN SEWERAGE SYSTEM FY24 10/1/23 86 11/30/23 1,711,914.00
GRAND TOTAL 5,071,548.14
4/4Page 66 of 251
AGENDA REPORT
Department: Administrative Services - Finance
Prepared by: Karla Apalategui, Senior Accounting Assistant
Meeting Date: Tuesday, February 6, 2024
Approved by: Benjamin A. Martinez, City Manager
SUBJECT:
Warrant Register #23 for the period of 12/01/23 through 12/07/23 in the amount of $3,085,699.94.
RECOMMENDATION:
Ratify Warrants Totaling $3,085,699.94
BOARD/COMMISSION/COMMITTEE PRIOR ACTION:
Not Applicable.
EXPLANATION:
Per Government Section Code 37208, below are the payments issued for period 12/01/23 –
12/07/23. Consistent with Department of Finance’s practice, listed below are all payments above
$50,000.
Vendor Check Amount Explanation
Innovative Construction 366423 $100,296.00 CIP 22-01 Las Palmas Pool
Delivery Concepts Inc 366405 $62,598.00 NC Infrastructure Grant Vehicle
Eagle Paving Company 366412 $195,019.70 CIP 22-19 NC Street Resurfacing
Ortiz Corporation 366436 $121,743.00 CIP 20-01 Sewer Upsize Project
Perry Ford-NC 366441 $87,410.26 NC Infrastructure Grant Vehicles
Tyler Technologies Inc 366475 $136,124.55 Tyler Munis / CAD
Adminsure Inc 163 $75,689.00 WC’s Replenishment – November
Public Emp Ret System 231207 $327,832.17 Service Period 11/14/23 – 11/27/23
FINANCIAL STATEMENT:
Warrant total $3,085,699.94
RELATED CITY COUNCIL 2020-2025 STRATEGIC PLAN GOAL:
Not Applicable
ENVIRONMENTAL REVIEW:
This is not a project under CEQA and is therefore not subject to environmental review.CCR15378;
PRC 21065.
PUBLIC NOTIFICATION:
The Agenda Report was posted within 72 hours of the meeting date and time in accordance with
the Ralph M. Brown Act.
ORDINANCE:
Not Applicable
EXHIBITS:
Exhibit A - Warrant Register No. 23
Page 67 of 251
PAYEE DESCRIPTION CHK NO DATE AMOUNT
Mayor and Council
MORRISON REIMB FOR NARC CONFERENCE 366430 12/7/23 947.76
Total for Department 947.76
CMO
CANTWELL GROUP LLC COUNCIL BREAKFAST CATERING - KIMBALL 366389 12/7/23 1,950.00
DEVANEY PATE MORRIS & CAMERON LEGAL SERVICE - PORT OF SAN DIEGO 366407 12/7/23 825.00
JERRYS PHOTO BOOTH EMPLOYEE WINTER PHOTO BOOTH 366371 12/6/23 486.00
Total for Department 3,261.00
Housing / Sec 8
NATIONAL CREDIT REPORTING NOVEMBER FEE FOR CRIMINAL REPORT / SEC 8 366373 12/6/23 1,061.15
Total for Department 1,061.15
CAO
OFFICE SOLUTIONS BUSINESS MOP 45704, OFFICE SUPPLIES / CAO 366434 12/7/23 63.36
Total for Department 63.36
Police
ACE UNIFORMS & ACCESSORIES INC NAME TAGS 366376 12/7/23 116.04
AEP CALIFORNIA LLC WRAP FOR RECRUITING CAR 366380 12/7/23 2,555.63
CYRACOM INTERNATIONAL, INC LANGUAGE LINE SERVICES 366399 12/7/23 62.40
LASER SAVER INC MOP 45725 TONER PD 366427 12/7/23 5,863.59
RADY CHILDREN'S HOSPITAL SAN DIEGO SART EXAM 366449 12/7/23 550.00
SAN DIEGO POLICE EQUIPMENT FEDERAL AMMO 366454 12/7/23 39,445.64
STAPLES BUSINESS ADVANTAGE MOP 45704, OFFICE SUPPLIES / POLICE 366462 12/7/23 1,492.24
THOMSON REUTERS INVESTIGATIONS SERVICE NOVEMBER 366472 12/7/23 691.95
T-MOBILE MOBILE USA INC. SEARCH WARRANT GPS LOCATE 366473 12/7/23 25.00
ARGERSINGER TRAINING REIM TC INV 366382 12/7/23 180.37
CAMACHO TRAINING LDGNG K9 TRAINING 366388 12/7/23 533.88
CAVENAUGH & ASSOCIATES TRAINING DUI TUITION WYATT 366390 12/7/23 620.00
GARCIA TRAINING ADV POST SUB LDG INTRVW INTRRGT 366416 12/7/23 820.95
HAWK TRAINING POST/LDG FTO 366422 12/7/23 1,008.43
LACRTC TRAINING TUITION UAS 366426 12/7/23 1,199.00
SAKAMOTO TRAINING ADV LDG UAS 366450 12/7/23 393.10
SAN DIEGO MIRAMAR COLLEGE TRAINING ROT PHILLIP/STANICH 366451 12/7/23 46.00
SAN DIEGO MIRAMAR COLLEGE TRAINING TUITION AOT CRUZ 366452 12/7/23 23.00
SAN DIEGO MIRAMAR COLLEGE TRAINING TUITION AOT SPRINGER 366453 12/7/23 23.00
VELAZQUEZ TRAINING ADV LDG CRISIS INTRVN FTOS 366476 12/7/23 200.92
Total for Department 55,851.14
WARRANT REGISTER # 23
12/7/2023
1/6Page 68 of 251
PAYEE DESCRIPTION CHK NO DATE AMOUNT
WARRANT REGISTER # 23
12/7/2023
Engineering / PW's
ACME SAFETY & SUPPLY CORP SURVEY VEST FY24-PW/SEWER 366377 12/7/23 480.57
COSCO FIRE PROTECTION FIRE SERVICE INSPECTIONS FY24-PW/FACILIT 366395 12/7/23 2,389.00
FERGUSON ENTERPRISES 1350 MOP 45723 BUILDING SUPPLIES FY24-PW/FACI 366415 12/7/23 439.43
GRAINGER MOP 65179 GENERAL SUPPLIES FY24-PW/FACIL 366418 12/7/23 1,412.99
HAAKER EQUIPMENT COMPANY PARTS AND SMALL EQUIMPMENT FY24-PW/EQM 366420 12/7/23 1,076.63
NATIONAL CITY AUTO TRIM R&M CITY FLEET FY24-PW/EQM 366431 12/7/23 277.25
O'REILLY AUTO PARTS MOP 75877 AUTO PARTS FY24-PW/EQM 366435 12/7/23 63.03
PACIFIC AUTO REPAIR SMOG CERTIFICATION / REPAIRS FY24-PW/EQM 366437 12/7/23 55.00
PARTS AUTHORITY METRO MOP 75943 AUTO PARTS FY24-PW/EQM 366439 12/7/23 122.46
PARTS AUTHORITY METRO MOP 75943 AUTO SUPPLIES FY24-PW/EQM 366440 12/7/23 120.32
POWERSTRIDE BATTERY CO INC MOP 67839 AUTO BATTERIES FY24-PW/EQM 366444 12/7/23 455.49
PRO BUILD COMPANY MOP 45707 GENERAL SUPPLIES FY24-PW/FACIL 366445 12/7/23 969.78
PRUDENTIAL OVERALL SUPPLY MOP 45742 LAUNDRY SERVICES FY24-PW 366447 12/7/23 947.43
R & R CONTROLS, INC ENVIRONMENTAL CONTROL SYSTEMS FY24-PW/FA 366448 12/7/23 625.00
SDG&E GAS AND ELECTRIC UTILITIES FOR STREETS N 366456 12/7/23 42,252.13
SEDANO FORD OF LM, INC. R&M CITY VEHICLES FY24-PW/EQM 366458 12/7/23 1,364.84
SITEONE LANDSCAPE SUPPLY LLC MOP 69277 LANDSCAPE SUPPLIES FY24-PW/PAR 366459 12/7/23 402.47
STAPLES BUSINESS ADVANTAGE MOP 45704, OFFICE SUPPLIES / PW'S 366462 12/7/23 578.83
SWEETWATER AUTHORITY WATER BILL FOR PARKS DIVISION FY24 SEPT- 366466 12/7/23 35,722.95
T MAN TRAFFIC SUPPLY MOP 76666 SIGN BLANK FY24-PW/STREETS 366469 12/7/23 1,492.56
WETMORES MOP 80333 AUTO SUPPLIES FY24-PW/EQM 366478 12/7/23 660.76
WILLY'S ELECTRONIC SUPPLY ELECTRONICS ACCESSORIES 366479 12/7/23 48.69
D-MAX ENGINEERING INC NC EASTSIDE I-805 CLEAN CA- ENG/PW 366409 12/7/23 1,684.47
D-MAX ENGINEERING INC CIP 19-20 NC SWEETWATER RD BIKEWAY- ENG/ 366410 12/7/23 563.12
GEOSYNTEC CONSULTANTS INC CNC DUCK POND GW MONITORING- ENG/PW 366417 12/7/23 7,545.75
INNOVATIVE CONSTRUCTION CIP 22-01 LAS PALMAS POOL 366423 12/7/23 100,296.00
KIMLEY HORN AND CIP 21-28 PARADISE WETLAND- ENG/PW 366424 12/7/23 18,523.80
KTUA CMO CONSTRUCTION DOCS.- ENG/PW 366425 12/7/23 42,041.27
NV5 INC TA 90575 WESTFIELD PLAZA RETAINING WALL- 366433 12/7/23 7,157.30
COUNTY OF SAN DIEGO MUNICIPAL POOL HAZARDOUS WASTE FEES-12/ 366396 12/7/23 529.00
DELIVERY CONCEPTS INC NUTRITION CTR INFRASTRUCTURE GRANT VEHIC 366405 12/7/23 62,598.00
DOOSAN INDUSTRIAL VEHICLE STREETS AND WASTEWATER FORKLIFT-ENG/PW 366411 12/7/23 41,014.32
EAGLE PAVING COMPANY INC CIP 22-19 NC STREET RESURFACING - ENG/PW 366412 12/7/23 195,019.70
HARBOR COATING CIP 22-42 PD PARKING STRUCTURE WATERPROO 366421 12/7/23 9,712.76
ORTIZ CORPORATION CIP 20-01 P1 SEWER UPSIZE PROJECT PHASE 366436 12/7/23 121,743.00
PERRY FORD-NATIONAL CITY NUTRITION CTR INFRASTRUCTURE GRANT VEHIC 366441 12/7/23 87,410.26
PROJECT PROFESSIONALS CORP CIP 23-10 MLK COMMUNITY CENTER OFFICE UP 366446 12/7/23 3,576.23
SWRCB ANNUAL PERMIT FEE FOR PHASE I MS4- JULY 366467 12/7/23 26,498.00
Total for Department 817,870.59
Risk
CLAIMS MANAGEMENT ASSOCIATES PROFESSIONAL SERVICES 366392 12/7/23 6,400.00
DEAN GAZZO ROISTACHER LLP LIABILITY CLAIM COST 366401 12/7/23 5,377.50
DEAN GAZZO ROISTACHER LLP LIABILITY CLAIM COST 366402 12/7/23 2,757.09
DEAN GAZZO ROISTACHER LLP LIABILITY CLAIM COST 366403 12/7/23 1,242.47
2/6Page 69 of 251
PAYEE DESCRIPTION CHK NO DATE AMOUNT
WARRANT REGISTER # 23
12/7/2023
DEAN GAZZO ROISTACHER LLP LIABILITY CLAIM COST 366404 12/7/23 928.31
Total for Department 16,705.37
Building/Planning
CODE ENFORCEMENT CODE ENFORCEMENT OFFICER SAFTEY FOUNDATI 366393 12/7/23 250.00
ESGIL LLC ESGIL INVOICE 366413 12/7/23 1,239.90
THE STAR NEWS THE STAR-NEWS ADVERTISEMENT 366471 12/7/23 74.31
Total for Department 1,564.21
Finance
BAVENCOFF JR RETIREE HEALTH BENEFITS - DEC 2023 366285 12/4/23 500.00
BEARD RETIREE HEALTH BENEFITS - DEC 2023 366286 12/4/23 70.00
BECK RETIREE HEALTH BENEFITS - DEC 2023 366287 12/4/23 140.00
BEVERIDGE RETIREE HEALTH BENEFITS - DEC 2023 366288 12/4/23 640.00
BISHOP RETIREE HEALTH BENEFITS - DEC 2023 366289 12/4/23 110.00
BOEGLER RETIREE HEALTH BENEFITS - DEC 2023 366290 12/4/23 260.00
BULL RETIREE HEALTH BENEFITS - DEC 2023 366291 12/4/23 580.00
CAMEON RETIREE HEALTH BENEFITS - DEC 2023 366292 12/4/23 400.00
CANEDO RETIREE HEALTH BENEFITS - DEC 2023 366293 12/4/23 620.00
CASTELLANOS RETIREE HEALTH BENEFITS - DEC 2023 366294 12/4/23 500.00
CHELIUS RETIREE HEALTH BENEFITS - DEC 2023 366295 12/4/23 460.00
COLE RETIREE HEALTH BENEFITS - DEC 2023 366296 12/4/23 165.00
COLLINSON RETIREE HEALTH BENEFITS - DEC 2023 366297 12/4/23 420.00
CONDON RETIREE HEALTH BENEFITS - DEC 2023 366298 12/4/23 280.00
CORDERO RETIREE HEALTH BENEFITS - DEC 2023 366299 12/4/23 520.00
DALLA RETIREE HEALTH BENEFITS - DEC 2023 366300 12/4/23 900.00
DANESHFAR RETIREE HEALTH BENEFITS - DEC 2023 366301 12/4/23 250.00
DEESE RETIREE HEALTH BENEFITS - DEC 2023 366302 12/4/23 660.00
DESROCHERS RETIREE HEALTH BENEFITS - DEC 2023 366303 12/4/23 110.00
DIAZ RETIREE HEALTH BENEFITS - DEC 2023 366304 12/4/23 680.00
DREDGE RETIREE HEALTH BENEFITS - DEC 2023 366305 12/4/23 250.00
DUONG RETIREE HEALTH BENEFITS - DEC 2023 366306 12/4/23 280.00
EISER III RETIREE HEALTH BENEFITS - DEC 2023 366307 12/4/23 250.00
ESPIRITU RETIREE HEALTH BENEFITS - DEC 2023 366308 12/4/23 620.00
ETZLER RETIREE HEALTH BENEFITS - DEC 2023 366309 12/4/23 460.00
FABINSKI RETIREE HEALTH BENEFITS - DEC 2023 366310 12/4/23 220.00
FELIX RETIREE HEALTH BENEFITS - DEC 2023 366311 12/4/23 400.00
FERNANDEZ RETIREE HEALTH BENEFITS - DEC 2023 366312 12/4/23 270.00
FIFIELD RETIREE HEALTH BENEFITS - DEC 2023 366313 12/4/23 540.00
GAUT RETIREE HEALTH BENEFITS - DEC 2023 366314 12/4/23 700.00
GELSKEY RETIREE HEALTH BENEFITS - DEC 2023 366315 12/4/23 115.00
GIBBS JR RETIREE HEALTH BENEFITS - DEC 2023 366316 12/4/23 120.00
GONZALES RETIREE HEALTH BENEFITS - DEC 2023 366317 12/4/23 480.00
HARLAN RETIREE HEALTH BENEFITS - DEC 2023 366318 12/4/23 500.00
HERNANDEZ RETIREE HEALTH BENEFITS - DEC 2023 366319 12/4/23 500.00
3/6Page 70 of 251
PAYEE DESCRIPTION CHK NO DATE AMOUNT
WARRANT REGISTER # 23
12/7/2023
HERNANDEZ RETIREE HEALTH BENEFITS - DEC 2023 366320 12/4/23 680.00
HERNANDEZ RETIREE HEALTH BENEFITS - DEC 2023 366321 12/4/23 400.00
HODGES RETIREE HEALTH BENEFITS - DEC 2023 366322 12/4/23 200.00
IBARRA RETIREE HEALTH BENEFITS - DEC 2023 366323 12/4/23 780.00
JASMUND RETIREE HEALTH BENEFITS - DEC 2023 366324 12/4/23 680.00
JONES RETIREE HEALTH BENEFITS - DEC 2023 366325 12/4/23 60.00
JONES RETIREE HEALTH BENEFITS - DEC 2023 366326 12/4/23 480.00
JUNIEL RETIREE HEALTH BENEFITS - DEC 2023 366327 12/4/23 50.00
KIMBLE RETIREE HEALTH BENEFITS - DEC 2023 366328 12/4/23 300.00
KLOS RETIREE HEALTH BENEFITS - DEC 2023 366329 12/4/23 480.00
LAFRENIERE RETIREE HEALTH BENEFITS - DEC 2023 366330 12/4/23 660.00
LIMFUECO RETIREE HEALTH BENEFITS - DEC 2023 366331 12/4/23 160.00
MATIENZO RETIREE HEALTH BENEFITS - DEC 2023 366332 12/4/23 100.00
MCCABE RETIREE HEALTH BENEFITS - DEC 2023 366333 12/4/23 280.00
MCDANIEL RETIREE HEALTH BENEFITS - DEC 2023 366334 12/4/23 290.00
MEEKS RETIREE HEALTH BENEFITS - DEC 2023 366335 12/4/23 460.00
MINER RETIREE HEALTH BENEFITS - DEC 2023 366336 12/4/23 580.00
MUNOZ RETIREE HEALTH BENEFITS - DEC 2023 366337 12/4/23 640.00
NAGLE RETIREE HEALTH BENEFITS - DEC 2023 366338 12/4/23 460.00
NOTEWARE RETIREE HEALTH BENEFITS - DEC 2023 366339 12/4/23 120.00
OLIVERIA RETIREE HEALTH BENEFITS - DEC 2023 366340 12/4/23 360.00
PARRA RETIREE HEALTH BENEFITS - DEC 2023 366341 12/4/23 400.00
PAUU JR RETIREE HEALTH BENEFITS - DEC 2023 366342 12/4/23 340.00
PE RETIREE HEALTH BENEFITS - DEC 2023 366343 12/4/23 300.00
PEASE JR RETIREE HEALTH BENEFITS - DEC 2023 366344 12/4/23 140.00
POST RETIREE HEALTH BENEFITS - DEC 2023 366345 12/4/23 280.00
RAY RETIREE HEALTH BENEFITS - DEC 2023 366346 12/4/23 190.00
REDIKOP RETIREE HEALTH BENEFITS - DEC 2023 366347 12/4/23 400.00
RIOS RETIREE HEALTH BENEFITS - DEC 2023 366348 12/4/23 240.00
ROARK RETIREE HEALTH BENEFITS - DEC 2023 366349 12/4/23 135.00
RODRIGUEZ RETIREE HEALTH BENEFITS - DEC 2023 366350 12/4/23 260.00
ROUSTON RETIREE HEALTH BENEFITS - DEC 2023 366351 12/4/23 660.00
RUIZ RETIREE HEALTH BENEFITS - DEC 2023 366352 12/4/23 310.00
SAINZ RETIREE HEALTH BENEFITS - DEC 2023 366353 12/4/23 300.00
SANCHEZ RETIREE HEALTH BENEFITS - DEC 2023 366354 12/4/23 330.00
SERVATIUS RETIREE HEALTH BENEFITS - DEC 2023 366355 12/4/23 340.00
SHEPHARD RETIREE HEALTH BENEFITS - DEC 2023 366356 12/4/23 440.00
SHOEMAKER RETIREE HEALTH BENEFITS - DEC 2023 366357 12/4/23 480.00
SILVA RETIREE HEALTH BENEFITS - DEC 2023 366358 12/4/23 580.00
SMITH RETIREE HEALTH BENEFITS - DEC 2023 366359 12/4/23 320.00
SMITH RETIREE HEALTH BENEFITS - DEC 2023 366360 12/4/23 560.00
TIPTON RETIREE HEALTH BENEFITS - DEC 2023 366361 12/4/23 250.00
UNGAB RETIREE HEALTH BENEFITS - DEC 2023 366362 12/4/23 600.00
VILLAGOMEZ RETIREE HEALTH BENEFITS - DEC 2023 366363 12/4/23 480.00
VILLARIASA RETIREE HEALTH BENEFITS - DEC 2023 366364 12/4/23 480.00
WHITE RETIREE HEALTH BENEFITS - DEC 2023 366365 12/4/23 230.00
WILKINS RETIREE HEALTH BENEFITS - DEC 2023 366366 12/4/23 520.00
4/6Page 71 of 251
PAYEE DESCRIPTION CHK NO DATE AMOUNT
WARRANT REGISTER # 23
12/7/2023
YBARRA RETIREE HEALTH BENEFITS - DEC 2023 366367 12/4/23 220.00
YOUNG RETIREE HEALTH BENEFITS - DEC 2023 366368 12/4/23 560.00
PFEIFER TRAVEL EXPENSE FOR CSMFO CHAPTER MEETING 366442 12/7/23 13.36
STAPLES BUSINESS ADVANTAGE MOP 45704, OFFICE SUPPLIES / FINANCE 366462 12/7/23 351.80
THE BANK OF NEW YORK MELLON TRUSTEE FEE - PERIOD 11/03/23 TO 11/02/2 366470 12/7/23 1,475.00
Total for Department 34,375.16
Community Services/Nutrition/Library
CASTILLO RFW DJ/MC FOR AGE FRIENDLY DANCE EVENT 1 366369 12/6/23 2,450.00
ENERGY COMMUNICATIONS CORP. RFW BROADCAST AND MARKETING FOR A KIMBAL 366370 12/6/23 800.00
JERRYS PHOTO BOOTH RFW PHOTO BOOTH RENTAL FOR AGE FRIENDLY 366371 12/6/23 549.00
LOS ANGELES PARTYWORKS INC RFW20 X 20 LED DANCE FLOOR FOR A KIMBALL 366372 12/6/23 4,950.00
PANERA BREAD RFW FOOD FOR AGE FRIENDLY DANCE EVENT 12 366374 12/6/23 2,029.24
SAN DIEGO ICE MACHINES COMPANY RFW 50 TONS OF SNOW FOR A KIMBALL HOLIDA 366375 12/6/23 12,391.25
DIAMOND ENVIRONMENTAL SVCS RFW DIAMOND SERVICES SINK RENTAL 366408 12/7/23 825.00
LOS ANGELES PARTYWORKS INC RFW RUSH CHARGES FOR LED DANCE FLOOR 366428 12/7/23 400.00
MARICOS EL LIDER RFW STAFF MEALS FOR A KIMBALL HOLIDAY 366429 12/7/23 450.00
SANCHEZ MAYO CONTRACT INSTRUCTOR PAYMENT FOR BASKETBA 366455 12/7/23 1,260.00
TRACKLESS TRAINS OF SAN DIEGO RFW TRACKLESS TRAINS RENTAL SERVICE 366474 12/7/23 5,003.18
BOOT WORLD WORK BOOTS FOR MIZAEL ARAMBURO 366387 12/7/23 175.34
COZZINI BROS., INC. KNIFE SERVICE 366398 12/7/23 178.11
PACIFIC REFRIGERATION INC SERVICE CALL CHARGE 1/2 366438 12/7/23 1,168.30
PRUDENTIAL OVERALL SUPPLY MOP 45742 LAUNDRY SERVICES / NUTRITION 366447 12/7/23 292.64
SDG&E ELECTRIC 366457 12/7/23 2,530.98
SMART & FINAL MOP #45756, SUPPLIES FOR NUTRITION 366460 12/7/23 143.89
SYSCO SAN DIEGO INC FOOD 366468 12/7/23 3,608.76
Total for Department 39,205.69
Fire
ACE UNIFORMS & ACCESSORIES INC UNIFROMS AND JACKETS FOR FIRE 366376 12/7/23 60.34
AMAZON B0050KKM4Y- VIKING RANGE /FIRE 366381 12/7/23 543.72
ESGIL LLC PLAN CHECKS FOR FIRE, FY23-24~ 366414 12/7/23 1,239.90
PRUDENTIAL OVERALL SUPPLY MOP 45742 LAUNDRY SERVICES - FIRE 366447 12/7/23 25.00
SMART & FINAL MOP #45756, FIRE STATION SUPPLIES 366460 12/7/23 345.13
SO CAL PPE, LLC TURNOUT COAT AND PANTS CLEANING, QTY: 80 366461 12/7/23 256.00
STAPLES BUSINESS ADVANTAGE MOP 45704, OFFICE SUPPLIES / FIRE 366462 12/7/23 457.16
STREAMLINE AUTOMATION SYSTEMS 1 - STREAMLINE CLOUD FEE /FIRE 366464 12/7/23 6,401.00
Total for Department 9,328.25
Human Resources
ADMINSURE INC WORKERS' COMPENSATION CLAIMS - DECEMBER 366379 12/7/23 8,604.00
BECERRIL LICENSE REIMBURSEMENT 366385 12/7/23 85.00
CESNAUSKAS ADVANCE DISABILITY PENSION PAYMENT - DEC 366391 12/7/23 4,072.29
CONCENTRA MEDICAL CENTERS PRE-EMPLOYMENT PHYSICAL 366394 12/7/23 688.00
5/6Page 72 of 251
PAYEE DESCRIPTION CHK NO DATE AMOUNT
WARRANT REGISTER # 23
12/7/2023
DEPARTMENT OF JUSTICE NEW EMPLOYEE FINGERPRINT TEST RESULTS - 366406 12/7/23 352.00
Total for Department 13,801.29
MIS
ACTIVE NETWORK LLC SOFTWARE MODULE / MIS 366378 12/7/23 2,800.00
ASSI SECURITY INC ASSI SECURITY INVOICES 366383 12/7/23 2,775.84
AT&T SBC - AT&T FOR FY24 366384 12/7/23 17,003.15
BLUE VIOLET NETWORKS BLUE VIOLET CAMERA REPLACEMENTS 366386 12/7/23 36,406.37
COX COMMUNICATIONS COX DATA, VIDEO SERVICES FY24 366397 12/7/23 261.20
DATEL SYSTEMS INCORPORATED ADV EMAIL SECURITY & COMPLIANCE - 366400 12/7/23 23,736.25
GRANICUS LLC GRANICUS WEBCASTING FY24 366419 12/7/23 2,055.29
NEXTREQUEST NEXTREQUEST ANNUAL LICENSE~ 366432 12/7/23 13,393.00
PLANETBIDS INC PLANETBIDS RENEWAL 10/13/23 - 10/12/24 366443 12/7/23 4,859.98
STARTECH COMPUTERS STARTECH COMPUTERS MOP FY24 366463 12/7/23 1,812.33
TYLER TECHNOLOGIES INC TYLER MUNIS / CAD~ 366475 12/7/23 136,124.55
VERIZON WIRELESS VERIZON CELLULAR SERVICES FOR FY24 366477 12/7/23 8,283.77
WILLY'S ELECTRONIC SUPPLY ELECTRONICS ACCESSORIES 366479 12/7/23 232.00
Total for Department 249,743.73
A/P Total 1,243,778.70
WIRED PAYMENTS
CMO
U S BANK CREDIT CARD EXPENSES - CMO 911044 12/1/23 797.80
Engineering / PW's
U S BANK CREDIT CARD EXPENSES - ENG/PW 911044 12/1/23 4,062.60
Human Resources
ADMINSURE INC WORKERS' COMPENSATION REPLENISHMENT - NO 163 12/6/23 75,689.00
Finance
PUBLIC EMP RETIREMENT SYSTEM SERVICE PERIOD 11/14/23 - 11/27/23 231207 12/7/23 327,832.17
Engineering / PW's
ARCO BUSINESS SOLUTIONS FUEL FOR CITY FLEET FY24 NOV-PW/EQM 339397 12/5/23 44,292.00
SECTION 8 HAPS Start Date End Date
12/1/2023 12/1/2023 1,373,090.67
12/6/2023 12/6/2023 16,157.00
GRAND TOTAL 3,085,699.94
6/6Page 73 of 251
AGENDA REPORT
Department: Administrative Services - Finance
Prepared by: Karla Apalategui, Senior Accounting Assistant
Meeting Date: Tuesday, February 6, 2024
Approved by: Benjamin A. Martinez, City Manager
SUBJECT:
Warrant Register #24 for the period of 12/08/23 through 12/14/23 in the amount of $2,634,970.15
RECOMMENDATION:
Ratify Warrants Totaling $2,634,970.15
BOARD/COMMISSION/COMMITTEE PRIOR ACTION:
Not Applicable.
EXPLANATION:
Per Government Section Code 37208, below are the payments issued for period 12/01/23 –
12/07/23. Consistent with Department of Finance’s practice, listed below are all payments above
$50,000.
Vendor Check Amount Explanation
Haaker Equipment Co 366530 $424,780.76 Elgin Broom Street Sweeper – ENG
Kaiser Foundation HP 366537 $237,490.47 January 2024 – Group #104220
State of CA HCD 366576 $69,880.12 Assessment Year 2023-2024
McAlister Institute 336543 $55,304.97 Provide Rental Assistance Outreach
FINANCIAL STATEMENT:
Warrant total $2,634,970.15
RELATED CITY COUNCIL 2020-2025 STRATEGIC PLAN GOAL:
Not Applicable
ENVIRONMENTAL REVIEW:
This is not a project under CEQA and is therefore not subject to environmental review.CCR15378;
PRC 21065.
PUBLIC NOTIFICATION:
The Agenda Report was posted within 72 hours of the meeting date and time in accordance with
the Ralph M. Brown Act.
ORDINANCE:
Not Applicable
EXHIBIT:
Exhibit A - Warrant Register No. 24
Page 74 of 251
PAYEE DESCRIPTION CHK NO DATE AMOUNT
Mayor and Council
MORRISON HOBBY LOBBY FRAMES 366480 12/12/23 199.18
Total for Department 199.18
CAO
CALI MOTA LLC NON DEPARTMENTAL/ CAO 366498 12/14/23 4,799.85
DEVANEY PATE MORRIS & CAMERON LEGAL SERVICES 366517 12/14/23 36,817.76
MEYERS, NAVE, RIBACK, SILVER LEGAL SERVICES 366544 12/14/23 3,975.15
Total for Department 45,592.76
Police
MOTOPORT MOTOR PANTS 366547 12/14/23 1,627.03
NCPOA REIMB: 1/2 THE COST OF SD AUTO THEFT OFF 366550 12/14/23 120.00
CAMARGO CLEARS SEMINAR REIMBURSEMENT FOR CYNTHIA 366499 12/14/23 361.47
FERNANDO SHERMAN BLOCK SLI 4 - REIMBURSEMENT VINC 366524 12/14/23 151.40
SANCHEZ ICI CHILD ABUSE TRAINING - REIMBURSEMENT 366564 12/14/23 167.07
SOSA LEADERSHIP, MENTORING, COACHING REIMBURS 366571 12/14/23 24.00
BARAJAS TRAINING TC INV REIMB 366496 12/14/23 312.57
CABRALES TRAINING POST REIM SDCDA 366497 12/14/23 123.84
SAN DIEGO MIRAMAR COLLEGE TRAINING TUITION ROT ARGERSINGER 366563 12/14/23 23.00
WYATT TRAINING ADV SUB DUI 366600 12/14/23 661.20
Total for Department 3,571.58
Engineering / PW's
24 HOUR ELEVATOR INC CITY-WIDE ELEVATOR MAINTENANCE FY24-PW/ 366481 12/14/23 10,467.83
APS LIGHTING & SAFETY PRODUCTS MOP 87645 AUTO LIGHTING SUPPLIES FY24-PW 366491 12/14/23 404.06
DEPARTMENT OF TRANSPORTATION HIGHWAY LIGHTING FOR FY24 JULY-SEPT -PW/ 366516 12/14/23 16,641.29
FACTORY MOTOR PARTS MOP 82766 AUTO SUPPLIES FY24-PW/EQM 366523 12/14/23 105.97
GRAINGER MOP 65179 GENERAL SUPPLIES FY24-PW/FACIL 366529 12/14/23 582.90
HOME DEPOT CREDIT SERVICES BUILDING SUPPLIES FY24-PW/FACILITIES 366532 12/14/23 3,104.26
JJJ ENTERPRISES FIRE AND SECURITY ALARM MONITORING FY24- 366536 12/14/23 450.00
MAINTEX INC MISC JANITORIAL SUPPLIES FY24 366540 12/14/23 1,280.28
MASTER PERFORMANCE MOP 86883 AUTO SUPPLIES FY24-PW/EQM 366542 12/14/23 515.06
MUNICIPAL MAINTENANCE EQUIP HYDRAULIC BLOCE (TOP) FY24-PW/EQM 366549 12/14/23 1,319.82
PRO BUILD COMPANY MOP 45707 GENERAL SUPPLIES FY24-PW/STREE 366556 12/14/23 1,144.04
PRUDENTIAL OVERALL SUPPLY LAUNDRY SERVICES 366558 12/14/23 421.24
SAN DIEGO HYDRAULICS MOP 85005 AUTO SUPPLIES FY24-PW/EQM 366561 12/14/23 438.59
SAN DIEGO MECHANICAL ENERGY REPAIRS TO HVAC SYSTEMS FY24-PW/FACILITI 366562 12/14/23 372.00
SDG&E GAS AND ELECTRIC FOR FACILITIES FOR FY24 366566 12/14/23 45,745.81
SOUTHERN CALIF TRUCK STOP MOP 45758 DIESEL FUEL FY24-PW/EQM 366572 12/14/23 139.43
SPEEDPRO IMAGING DECALS FOR CITY VEHICLE FY24-PW/EQM 366574 12/14/23 778.16
STAPLES BUSINESS ADVANTAGE MOP 45792. OFFICE SUPPLIES / PW'S 366575 12/14/23 332.28
SWEETWATER AUTHORITY WATER BILL FOR WASTEWATER FY24 SEPT-NOV- 366577 12/14/23 30.86
WARRANT REGISTER # 24
12/14/2023
1/5Page 75 of 251
PAYEE DESCRIPTION CHK NO DATE AMOUNT
WARRANT REGISTER # 24
12/14/2023
T MAN TRAFFIC SUPPLY MOP 76666 TRAFFIC SUPPLIES FY24-PW/STREE 366580 12/14/23 448.97
TOPECO PRODUCTS MOP63849 AUTO SUPPLIES FY24-PW/EQM 366586 12/14/23 195.64
TURF STAR INC PARKS MOWER PART FY24-PW/EQM 366589 12/14/23 325.11
VALLEY INDUSTRIAL SPECIALTIES MOP 46453 BUILDING SUPPLIES FY24-PW/FACI 366591 12/14/23 151.38
WAXIE SANITARY SUPPLY MISC JANITORIAL SUPPLIES FY24-PW/FACILIT 366595 12/14/23 2,499.71
WILLY'S ELECTRONIC SUPPLY MOP 45763 ELECTRONIC SUPPLIES FY24-PW/EQ 366597 12/14/23 176.63
Z A P MANUFACTURING INC SPEED LIMIT SIGN FY24-PW/STREETS 366601 12/14/23 1,455.00
CANON SOLUTIONS AMERICA INC. CANON EQUIPMNT USAGE CHARGE- ENG/PW 366500 12/14/23 228.43
CLEAN HARBORS ENVIRONMENTAL MONTHLY HHW SERVICES- ENG/PW 366504 12/14/23 1,110.89
D-MAX ENGINEERING INC NC STORM WATER SERVICES- ENG/PW 366518 12/14/23 23,778.15
HAAKER EQUIPMENT COMPANY ELGIN BROOM STREET SWEEPER- ENG/PW 366530 12/14/23 424,780.76
HDR ENGINEERING, INC. CIP 19-11 PARADISE CRK AT PLAZA- ENG/PW 366531 12/14/23 12,649.25
NERI LANDSCAPE ARCHITECTURE CIP 22-43 LAS PALMAS DOG PARK-ENG/PW 366551 12/14/23 731.25
NV5 INC SDG&E UTILITY PERMITS- ENG/PW 366553 12/14/23 18,892.59
PROJECT PROFESSIONALS CORP TA 90631 TEXAS RDHOUSE PLAN CHECK- ENG/P 366557 12/14/23 1,035.00
SWRCB ANNUAL PERMIT FEE- ENG/PW 366578 12/14/23 20,085.00
T'S & SIGNS INC BACKPACKS WITH LOGO- ENG/PW 366588 12/14/23 2,686.13
WSP USA INC T&A REFUND 366599 12/14/23 6,111.56
AZTEC FENCECO II INC CHAIN LINK~ 366495 12/14/23 3,850.00
AEP CALIFORNIA LLC UNDERCOVER LIGHTING FOR NCPD FORD F150 366484 12/14/23 5,415.70
INNOVATIVE CONSTRUCTION CIP 22-26 EL TOYON PARK- ENG/PW 366535 12/14/23 16,800.00
Total for Department 627,681.03
City Clerk
STAPLES BUSINESS ADVANTAGE MOP 45792. OFFICE SUPPLIES / CITY CLERK 366575 12/14/23 18.92
THE STAR NEWS PUBLIC NOTICING - STAR NEWS 366584 12/14/23 202.44
TRANS-LANG CITY COUNCIL MTG. TRANSLATION SERVICES - 366587 12/14/23 2,110.50
Total for Department 2,331.86
NSD
MTS MTS FLAGGING SERVICES / NSD 366548 12/14/23 404.64
PRUDENTIAL OVERALL SUPPLY LAUNDRY SERVICES / NSD 366558 12/14/23 106.41
SORIANO REIMBURSEMENT SORIANO CACEO / NSD 366570 12/14/23 1,038.89
THE SHERWIN WILLIAMS CO MOP 77816 PAINT SUPPLIES / NSD 366583 12/14/23 990.73
VISTA PAINT MOP 68834 PAINT SUPPLIES / NSD 366594 12/14/23 708.63
Total for Department 3,249.30
Risk
DEAN GAZZO ROISTACHER LLP LIABILITY CLAIM COST 366511 12/14/23 3,217.50
DEAN GAZZO ROISTACHER LLP LIABILITY CLAIM COST 366512 12/14/23 2,927.45
DEAN GAZZO ROISTACHER LLP LIABILITY CLAIM COST 366513 12/14/23 313.50
DEAN GAZZO ROISTACHER LLP LIABILITY CLAIM COST 366514 12/14/23 205.95
DEAN GAZZO ROISTACHER LLP LIABILITY CLAIM COST 366515 12/14/23 135.00
2/5Page 76 of 251
PAYEE DESCRIPTION CHK NO DATE AMOUNT
WARRANT REGISTER # 24
12/14/2023
Total for Department 6,799.40
CMO
COUNTY OF SAN DIEGO MAIL POSTAGE BILLING - SEPTEMBER 2023 366506 12/14/23 2,797.29
ESENDENCIA REIMBURSEMENT - SARAH ESENDENCIA- DECEMB 366520 12/14/23 165.70
GARCIA REIMBURSEMENT - PEDRO GARCIA - WINTER PA 366528 12/14/23 426.00
MARTINEZ- PINA REIMBURSEMENT - MYRA PINA 366541 12/14/23 1,287.11
RODRIGUEZ REIMBURSEMENT - CM JOSE RODRIGUEZ 366559 12/14/23 7,143.45
SPARKLETTS WATER FOR FINANCE DEPARTMENT 366573 12/14/23 94.88
Total for Department 11,914.43
Building/Planning
ESGIL LLC PLAN CHECK SERVICES 366521 12/14/23 6,339.58
STAPLES BUSINESS ADVANTAGE MOP 45792. OFFICE SUPPLIES / PLANNING 366575 12/14/23 458.55
WSP USA INC VALLEY ROAD ENVIRONMENTAL 366599 12/14/23 6,300.35
Total for Department 13,098.48
Finance
CAPPO INC 2024 CAPPO CONF REGISTRATION / LUNT 366501 12/14/23 495.00
KAISER FOUNDATION HEALTH PLAN JANUARY 2024 - GROUP #104220 366537 12/14/23 237,490.47
MINUTEMAN PRESS GARAGE SALE FLYERS 366545 12/14/23 181.31
OFFICE SOLUTIONS BUSINESS MOP 83778 OFFICE SUPPLY / FINANCE 366554 12/14/23 15.55
SASI MONTHLY TRUST ACCOUNTING 366565 12/14/23 922.00
THE BANK OF NEW YORK MELLON TRUSTEE FEE-PERIOD 11/16/23 TO 11/15/24 366581 12/14/23 1,500.00
THE LINCOLN NATIONAL LIFE INS GRP#415491 JANUARY 2024 LIFE & AD&D STD 366582 12/14/23 8,701.16
VISION SERVICE PLAN DECEMEBER 2023 - VISION SERVICE PLAN 366593 12/14/23 1,282.98
WOODRUFF & SMART RSWA - GENERAL MANAGER MONTHLY INVOICE 366598 12/14/23 7,325.89
Total for Department 257,914.36
Community Services/Nutrition/Library
AMAZON AGE FRIENDLY DANCE SUPPLIES 366489 12/14/23 291.77
SMART & FINAL MOP 45756 SENIOR PROGRAMMING SUPPLIES 366569 12/14/23 297.25
STAPLES BUSINESS ADVANTAGE MOP 45792. OFFICE SUPPLIES / CSD 366575 12/14/23 734.37
T'S & SIGNS INC A KIMBALL HOLIDAY MARKETING 366588 12/14/23 1,358.83
ALDEMCO FOOD 366486 12/14/23 8,458.89
ALL FRESH PRODUCTS CONSUMABLES 366487 12/14/23 1,426.88
COZZINI BROS., INC. KNIFE CLEANING SERVICE 366508 12/14/23 52.50
PACIFIC REFRIGERATION INC HEATED HOLDING CABINET 366555 12/14/23 26,844.99
PRUDENTIAL OVERALL SUPPLY LAUNDRY & CONSUMABLES 366558 12/14/23 591.89
SEAPORT MEAT COMPANY FOOD 366567 12/14/23 515.00
SYSCO SAN DIEGO INC ELECTRIC FOOD SLICER 366579 12/14/23 10,979.20
T'S & SIGNS INC CUSTOM ACRYLIC 366588 12/14/23 269.70
Total for Department 51,821.27
3/5Page 77 of 251
PAYEE DESCRIPTION CHK NO DATE AMOUNT
WARRANT REGISTER # 24
12/14/2023
Fire
ACE UNIFORMS & ACCESSORIES INC UNIFORMS, JACKETS, PATCHES, SEWING/FIRE 366482 12/14/23 175.50
AMAZON US ACRYLIC CAFE PLASTIC REUSABLE/FIRE 366490 12/14/23 151.43
ESGIL LLC PLAN CHECKS FOR FIRE, FY23-24~ 366522 12/14/23 837.90
FIRE ETC WILDLAND HOSE PACK WP2215 / FIRE 366525 12/14/23 848.25
GRAINGER MOP 65179 GENERAL SUPPLIES FY24-FIRE 366529 12/14/23 34.69
HONEYWELL ANALYTICS INC POSI_CAL, POSICHECK CALIBRATION/ FIRE 366533 12/14/23 3,091.09
IDENTIFIRE SAFETY IDM-03, MSA G1 SCBA FACE MASK NAMEPLATE/ 366534 12/14/23 629.58
LINEGEAR FIRE & RESCUE KESTREL 3000 POCKET WEATHER /FIRE 366539 12/14/23 1,170.53
MONTANO REIMBURSMNT- CERT ACADEMY, H MONTANO/FIR 366546 12/14/23 300.00
PRUDENTIAL OVERALL SUPPLY LAUNDRY SERVICES / FIRE 366558 12/14/23 25.00
THOMSON REUTERS CCR T 19 PUBLIC SAFETY-COMPLTE SUB/FIRE 366585 12/14/23 229.03
FREE FORM CLAY & SUPPLY REIMBURSEMENT FIRE INSPECTION FEE 2019-2022 366526 12/14/23 536.00
Total for Department 8,029.00
Human Resources
ADDICTION MEDICINE DOT DRUG & ALCOHOL TESTING PROGRAM - CA 366483 12/14/23 1,650.00
AETNA BEHAVIORAL HEALTH EMPLOYEE ASSISTANCE PROGRAM - DECEMBER 366485 12/14/23 797.22
ALTA LANGUAGE SERVICES INC EMPLOYEE BILINGUAL TESTING 366488 12/14/23 132.00
G2SOLUTIONS, INC NEW EMPLOYEE FINGERPRINT TEST SUBMISSION 366527 12/14/23 3.00
SMART & FINAL MOP 45756 OFFICE SUPPLIES / HR 366569 12/14/23 79.15
STATE OF CALIFORNIA HCD ASSESSMENT FISCAL YEAR 2023-2024 - ANNUAL 366576 12/14/23 69,880.12
WIGGINS TRAVEL EXPENSE REPORT 366596 12/14/23 1,551.35
Total for Department 74,092.84
MIS
AT&T SBC - AT&T FOR FY24 366492 12/14/23 3,758.53
AT&T SBC - AT&T FOR FY24 366493 12/14/23 2,117.49
AT&T SBC - AT&T FOR FY24 366494 12/14/23 107.22
CENTRICITY GIS, LLC CENTRICITY GIS CITYWORKS PLL PERMITTING 366502 12/14/23 900.00
COUNTY OF SAN DIEGO NEXTGEN REGIONAL COMMUNICATIONS SYSTEM 366505 12/14/23 8,151.00
COX COMMUNICATIONS COX DATA, VIDEO SERVICES FY24 366507 12/14/23 537.28
CTC TECHNOLOGY & ENERGY CENIC BROADBAND INTERNET 10G - LIBRARY 366509 12/14/23 5,712.54
CURVATURE LLC NETWORK EQUIPMENT / MIS 366510 12/14/23 1,533.13
ERGOGENESIS LLC CHAIR MODEL 2607, 2600 SERIES, G3 366519 12/14/23 864.09
TYLER TECHNOLOGIES INC TYLER MUNIS / CAD~ 366590 12/14/23 7,400.00
VERIZON WIRELESS VERIZON CELLULAR SERVICES FOR FY24 366592 12/14/23 2,729.94
WILLY'S ELECTRONIC SUPPLY MOP 45763 ELECTRONIC SUPPLIES / MIS 366597 12/14/23 130.27
Total for Department 33,941.49
Housing/Section 8
NOWDOCS INTERNATIONAL INC 1099 MISC. ENVELOPES 777-1 FOR SECTION 8 366552 12/14/23 137.03
CHRISTENSEN & SPATH LLP CDC-HA AGREEMENT WITH CHRISTENSEN & 366503 12/14/23 300.00
KIMLEY HORN TOWER 999 TRANSACTION ASSISTANCE FOR 366538 12/14/23 1,223.63
4/5Page 78 of 251
PAYEE DESCRIPTION CHK NO DATE AMOUNT
WARRANT REGISTER # 24
12/14/2023
MCALISTER INSTITUTE OCTOBER 2023 INVOICE 366543 12/14/23 55,304.97
SAN DIEGO HOUSING FEDERATION YEARLY MEMBERSHIP FEES 366560 12/14/23 600.00
SHARP ELECTRONICS CORPORATION SHARP COPIER SERVICE FY24 366568 12/14/23 2,562.19
STAPLES BUSINESS ADVANTAGE MOP 45792. OFFICE SUPPLIES / HOUSING 366575 12/14/23 2,956.46
WSP USA INC FOCUSED GENERAL PLAN UPDATE 366599 12/14/23 17,795.83
Total for Department 80,880.11
A/P Total 1,221,117.09
PAYROLL
Pay period Start Date End Date Check Date
25 11/14/2023 11/27/2023 12/6/2023 1,361,824.40
WIRED PAYMENTS
CAO
U S BANK CREDIT CARD EXPENSES / CAO 823576 12/12/23 464.28
City Clerk
U S BANK CREDIT CARD EXPENSES / CITY CLERK 823576 12/12/23 1,448.81
Police
U S BANK CREDIT CARD EXPENSES / POLICE 823576 12/12/23 174.75
U S BANK CREDIT CARD EXPENSES / POLICE 876440 12/8/23 5,758.97
CMO
U S BANK CREDIT CARD EXPENSES / CMO 133267 12/13/23 857.40
U S BANK CREDIT CARD EXPENSES / CMO 823576 12/12/23 40.00
Finance
CITY NATIONAL BANK ENERGY RETROFIT PROJECT LEASE PMT #55 113 12/14/23 43,101.10
Housing/Section 8
U S BANK CREDIT CARD EXPENSES / HOUSING 823576 12/12/23 183.35
GRAND TOTAL 2,634,970.15
5/5Page 79 of 251
AGENDA REPORT
Department: Planning
Prepared by: Martin Reeder, AICP – Planning Manager
Meeting Date: Tuesday, February 6, 2024
Approved by: Benjamin A. Martinez, City Manager
SUBJECT:
Introduction and First Reading of an Ordinance Amending Section 18.060.10 of Title 18 (Zoning)
of the National City Municipal Code Related to the Measurement of Height for New Structures.
RECOMMENDATION:
Introduce the Ordinance by First Reading, entitled, “Ordinance of the City Council of the City of
National City, California, Amending Section 18.10.060 of Title 18 (Zoning) of the National City
Municipal Code Related to the Measurement of Height for New Structures.”
BOARD/COMMISSION/COMMITTEE PRIOR ACTION:
On December 4, 2023, the Planning Commission recommended adoption of the Ordinance.
Background
Section 18.10.060 of the Land Use Code (Zoning Ordinance) regulates “Rules of Measurement.”
This includes how to calculate fractions (e.g. for parking spaces), distance, height, lot width and
depth, and floor area (among others). Subsection (E) deals specifically with measuring height.
Generally, height is defined as “the vertical distance from the highest point of any structure to the
ground level directly below.” For sloped lots, this measurement is taken from any point along
the perimeter walls. On lots with significant slopes, this definition results in the need to “step”
buildings. This form of construction is significantly more expensive to produce and prevents
medium-sized lots with an irregular shape or significant topography from developing to a
reasonable potential, thus stymying mixed -use or residential development in certain cases.
While the Zone Variance process would traditionally cover this scenario (hardship based on the
size, shape, or topography of the lot), using the average grade definition would allow more
projects without the need for this extra discretionary step, thus allowing for more affordable
housing units to be constructed.
Proposal
Rather than a strict measurement from the highest portion of a building at any point along its
perimeter, staff is suggesting using an “average grade” measurement, which allows the
measurement to be taken from the average grade, rather than the point oppos ite the tallest
point of the building, as is the case currently.
In the case of a regularly shaped lot with little topography, there will likely be no change to the current
standards. However, with the incentives now granted by the state, including limitations on minimum
parking requirements, lots previously not economically feasible to develop can now be developed,
such as those of irregular shape and/or those with significant slopes.
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The pertinent portions of Section 18.10.060 (E) currently read as follows:
E. Measuring Height.
1. General. Height shall be considered the vertical distance from the highest point
of any structure to the ground level directly below, except as otherwise provided
in this section.
2. Measuring Building Height on Sloped Lots. Height shall be measured from any
point on top of the building to a line directly below which connects to opposite
perimeter walls, or other perimeter support systems, at the lower of natural or
finished grade. All parts of a building, except for all owed projections specifically
listed in this Land Use Code, shall comply with maximum height limits.
Staff is suggesting the following changes:
E. Measuring Height.
1. General. Height shall be considered the vertical distance from the highest point
of any structure to the ground level directly below, except as otherwise provided
in this section. On sloped lots, the height shall be measured from the
average grade of the finished grade around the perimeter of the building to
the highest point of the structure.
2. Measuring Building Height on Sloped Lots. Height shall be measured from any
point on top of the building to a line directly below which connects to opposite
perimeter walls, or other perimeter support systems, at the lower of natural or
finished grade. All parts of a building, except for allowed projections specifically
listed in this Land Use Code, shall comply with maximum height limits.
Analysis
At the time this Land Use Code section was written, no mixed-use zoning was in place and larger
developments were less of an occurrence. With the advent of the City’s mixed-use zones and the
increase in higher-density and affordable housing projects, this code section has proved more
challenging in the current development climate and has, at times, been onerous and inflexible. In
addition to development pressures resulting from increased flexibility at the state level, the
forthcoming Focused General Plan Update and House National City program will likely
exacerbate this condition in the coming years.
Planning Commission
The Planning Commission held a public hearing on the proposed Code Amendment on December
4, 2023, and recommended approval of the Ordinance to the City Council.
Findings
There are two findings required for approval of a Code Amendment, one related to General Plan
consistency and one related to compliance with the California Environmental Quality Act (CEQA).
General Plan Conformance
The proposal to amend Section 18.10.060 (E) is consistent with the General Plan in that it
increases the likelihood of development of in-fill lots with topographical challenges, which will
increase the City’s housing stock and potentially reduce living/ownership costs for the residents
of the units. Access to quality and/or affordable housing is a goal of the Housing Element, which
is part of the General Plan.
Page 81 of 251
California Environmental Quality Act (CEQA) Compliance
The ordinance being proposed is considered exempt from CEQA because it is not a project as
defined in Section 15378. No increase in density or additional permissions will be granted and
there would therefore be no potential to result in either a direct physical change in the
environment, or a reasonably foreseeable indirect physical change in the environment.
Summary and next steps
Staff is recommending an addition to the City’s Municipal Code related to measuring height and
recommends that the City Council approve the amendment. The Planning Commission voted
unanimously to recommend approval of the amendment to the City Council. Notice of this public
hearing was published in the Star News.
FINANCIAL STATEMENT:
Not Applicable
RELATED CITY COUNCIL 2020-2025 STRATEGIC PLAN GOAL:
Housing and Community Development
ENVIRONMENTAL REVIEW:
This is not a project under CEQA and is therefore not subject to environmental review. CCR15378;
PRC 21065.
PUBLIC NOTIFICATION:
Agenda Report posted within 72 hours of meeting date and time in accordance with Brown Act.
ORDINANCE:
First Reading
EXHIBITS:
Exhibit A – Strikethrough/underline version
Exhibit B – Ordinance
Page 82 of 251
18.10.060 – Rules of Measurement.
A. Purpose. The purpose of this section is to explain how various measurements
referenced in this title are to be calculated.
B. Applicant Responsibility. For all calculations, the applicant shall be responsible for
supplying drawings illustrating the measurements that apply to a project. These
drawings shall be drawn to scale and of sufficient detail to allow easy verification upon
inspection by the city.
C. Fractions. When calculating a maximum requirement, round down to nearest whole
number. When calculating a minimum requirement, round up to nearest whole number.
D. Measuring Distances.
1. Measurements are the Shortest Distance. When measuring a required
distance, such as the minimum distance between a structure and a lot line, the
measurement is made at the closest or shortest distance between the two
objects.
2. Distances are Measured Horizontally. Distances are measured along a
horizontal plane unless otherwise specified.
3. Measurements Involving a Structure. Measurements involving a structure are
made to the closest wall of the structure, unless otherwise specified.
4. Measurements Between Uses. When measuring the distance between two
different uses, the measurement is calculated from closest lot line to lot line.
E. Measuring Height.
1. General. Height shall be considered the vertical distance from the highest
point of any structure to the ground level directly below, except as
otherwise provided in this section. On sloped lots, the height shall be
measured from the average elevation of the finished grade around the perimeter
of the building to the highest point of the structure.
2. Measuring Building Height on Sloped Lots. Height shall be measured from
any point on top of the building to a line directly below which connects to
opposite perimeter walls, or other perimeter support systems, at the lower
of natural or finished grade. All parts of a building, except for allowed
projections specifically listed in this Land Use Code, shall comply with
maximum height limits.
Page 83 of 251
3.2. Measuring the Height of Buildings Located Near Retaining Walls. If any
portion of a building lies within the setback area of a lot and the base of
the retaining wall is at a lower elevation than the building, the height of the
building shall be calculated from the base of the retaining wall (at the lower
of natural or finished grade) rather than from the base of the building wall.
4.3. Measuring the Height of Combined Fences and Retaining Walls. When a
fence is constructed on top of or within one foot of the face of an above-
ground retaining wall, and located in a required yard, the height of the
fence shall be measured from the top of the fence to the midpoint height
of the retaining wall.
F. Measuring Lot Width and Depth.
1. Lot Width. Minimum lot width shall be measured at the front setback line, or
from the front property line is there is no required setback, as determined by the
zoning of the parcel.
2. Lot Depth. Lot depth is measured along an imaginary straight line drawn from
the midpoint of the front property line of the lot to the midpoint of the rear
property line or to the most distant point on any other lot line where there is no
rear lot line.
G. Determining Floor Area. Floor area is the horizontal area (expressed in square feet) of
all floors included within a building or buildings, according to the following rules:
1. Included in Floor Area. Floor area is deemed to include:
a. The floor of atrium and lobby areas.
b. Enclosed and roofed storage and equipment spaces.
c. Enclosed and roofed halls, stairways, and elevator shafts.
d. Enclosed and roofed porches and balconies.
e. Portions of basements and attics that meet building code height
requirements for living space.
f. The actual floor space of mezzanines, interior balconies, and lofts.
2. Excluded from Floor Area. Floor area does not include:
a. Unenclosed balconies, decks, porches, and stairs.
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b. Substandard height portions of attics and basements.
c. The area within a building adjacent to, and in an imaginary horizontal
plane with, interior balconies, mezzanines, or lofts.
H. Determining Floor Area Ratio. Floor area ratio (FAR) is the ratio of the floor area of all
principal and accessory buildings on a lot to the lot area. To calculate FAR, floor area
is divided by lot area, and typically expressed as a decimal. For example, if the floor
area of all buildings on a lot totals twenty thousand square feet, and the lot area is ten
thousand square feet, the FAR is expressed as 2.0.
I. Determining Lot Coverage. Lot coverage is the ratio of the footprint of all structures on
a lot to the lot area, typically expressed as a percentage. The footprints of all principal
and accessory structures, including garages, carports and roofed porches, shall be
summed in order to calculate lot coverage. The following structures shall be excluded
from the calculations:
1. Unenclosed and unroofed structures; porches, landings, balconies, and
stairways less than three feet in height.
2. Unenclosed and unroofed decks less than eighteen inches in height.
3. Eaves and roof overhangs projecting up to four feet from a wall.
4. Trellises and similar structures that do not have solid roofs.
5. Swimming pools and hot tubs that are not enclosed in roofed structures.
6. Trash enclosures.
7. Solar collectors.
Page 85 of 251
ORDINANCE NO. 2024 –
AN ORDINANCE OF THE CITY OF NATIONAL CITY, CALIFORNIA, AMENDING SECTION
18.10.060 OF 18 (ZONING) OF THE NATIONAL CITY MUNICIPAL CODE RELATED TO THE
MEASUREMENT OF HEIGHT FOR NEW STRUCTURES.
WHEREAS, the City of National City (the “City”), pursuant to the police powers
delegated to it by the California Constitution, has the authority to enact or amend laws which
promote the public health, safety, and general welfare of its residents; and
WHEREAS, pursuant to the terms and provisions of the Government Code of the
State of California, proceedings were duly initiated for the amendment of the National City
Municipal Code; and
WHEREAS, on December 4, 2023, a noticed public hearing was held by the
Planning Commission, and all persons interested were given the opportunity to appear and be
heard before the National City Planning Commission; and
WHEREAS, the Planning Commission regularly and duly certified its report to the
City Council of National City and has recommended approval of amending NCMC Title 18; and
WHEREAS, pursuant to a published 10-day notice of the adoption of said
ordinance, a public hearing was held by the City Council on February 6, 2024, and at said public
hearing, all persons interested were given the opportunity to appear and be heard before the City
Council.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF NATIONAL CITY,
CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE, AND ORDERS AS FOLLOWS:
Section 1: That Title 18, Section 18.10.060 (E) (Measuring Height) is hereby amended
to read as follows:
E. Measuring Height.
1. General. Height shall be considered the vertical distance from the highest point
of any structure to the ground level directly below, except as otherwise provided
in this section. On sloped lots, the height shall be measured from the average
elevation of the finished grade around the perimeter of the building to the highest
point of the structure.
2. Measuring the Height of Buildings Loc ated Near Retaining Walls. If any portion
of a building lies within the setback area of a lot and the base of the retaining wall
is at a lower elevation than the building, the height of the building shall be
calculated from the base of the retaining wall (at the lower of natural or finished
grade) rather than from the base of the building wall.
Page 86 of 251
2 of 3
3. Measuring the Height of Combined Fences and Retaining Walls. When a fence
is constructed on top of or within one foot of the face of an above -ground retaining
wall, and located in a required yard, the height of the fence shall be measured
from the top of the fence to the midpoint height of the retaining wall.
Section 2: This Ordinance shall take effect and be in force thirty (30) days from the
date of its passage, and before the expiration of fifteen (15) days after its passage, it or a
summary of it, shall be published once, with the names of the members of the City Council voting
for and against the same in the Star News, a newspaper of general circulation published in the
County of San Diego, California
Section 3: The City Clerk shall certify to the adoption of this Ordinance and shall
publish in accordance with the law.
INTRODUCED at the Regular Meeting of the City Council of the City of National City,
held on this February 6, 2024.
PASSED and ADOPTED this day of , 2024.
__________________________
Ron Morrison, Mayor
ATTEST:
_____________________________
Shelley Chapel, City Clerk
APPROVED AS TO FORM:
_____________________________
Barry J. Schultz
City Attorney
Page 87 of 251
AGENDA REPORT
Department: Housing Authority
Prepared by: Angelita Palma, Housing Programs Manager
Meeting Date: Tuesday, February 6, 2024
Approved by: Benjamin A. Martinez, City Manager
SUBJECT:
$1.5 Million HOME, HOME-ARP Loan to Union Tower Project and HUD Substantial Amendment
to FY23-24 AAP
RECOMMENDATION:
Adopt the Resolution Entitled, “Resolution of the City Council of the City of National City, California
Adopting the U.S Department of Housing and Urban Development (HUD) Substantial Amendment
to the 2023-2024 Annual Action Plan and the Allocation of $1,035,092.81 in Home Investment
Partnerships Program (HOME) Grant Funds, $170,808.46 in HOME-Community Housing
Development Organization (CHDO) Grant Funds, and $294,098.73 in HOME-American Rescue
Plan (HOME-ARP) Grant Funds as a Conditional Loan to Union Tower by Wakeland Housing and
Development Corporation.”
BOARD/COMMISSION/COMMITTEE PRIOR ACTION:
Resolution 2021-47
Resolution 2022-72
Resolution 2022-85
Resolution 2023-27
Resolution 2023-49
EXPLANATION:
Background | The U.S. Department of Housing and Urban Development (HUD) provides annual
grants on a formula basis to entitlement cities and counties, including the City of National City, for
its Community Planning and Development Programs (CPD). The City of National City (City)
receives Community Development Block Grant (CDBG) and HOME Investment Partnerships
(HOME) Program funds on an annual basis.
On May 2, 2023, the City Council approved the 2023-2024 Annual Action Plan (AAP) and
associated funding of activities through Resolution 2023-49. Per federal regulations, 24 CFR Part
91, a Substantial Amendment to the 2023-2024 AAP is now being proposed to incorporate funding
for an affordable rental housing project.
Funding Availability | One Million Five Hundred Thousand Dollars ($1,500,000) in HUD funds
are available for funding.
There is $428,658.91 of HOME funds for Affordable Housing Activities Set-aside for the 2022-
2023 program year per Resolution 2022-72 and $260,587.94 for Affordable Housing Activities
Set-aside for 2023-2024 per Resolution 2023-49, for a subtotal of $689,246.85.
Page 88 of 251
Staff have identified $345,845.96 in HOME funds available for reallocation from previous projects.
Per 24 CFR 92.300, a minimum of 15% of annual HOME entitlement funds are required to be set
aside for Community Housing Development Organizations (CHDOs). A CHDO is a private, non-
profit, community-based organization that has staff with the capacity to develop affordable
housing for the community it serves. A certified CHDO must meet specific requirements pertaining
to their legal status, organizational structure, and capacity and experience. The project has also
committed to paying prevailing wages. The City has set-aside CHDO funds from years 2021-2023
in the amounts of $49,248.91, $60,102.15, and $61,457.40 through Resolutions 2021-47, 2022-
72, and 2023-49, respectively, for a subtotal of $170,808.46.
The City received funds through the American Rescue Plan (ARP) to be administered through
the HOME program (HOME-ARP) to perform activities that primarily benefit qualifying individuals
and families who are homeless, at risk of homelessness, or in other vulnerable populations (30%
AMI or below). The HOME-ARP Allocation Plan, approved through Resolution 2023-27,
authorizes $1,010,478 towards the development of rental housing as the activity type for which
HOME-ARP funds are to be allocated. Staff proposes to allocate $294,083.73 of HOME-ARP
funds for this proposed project.
Amount Source
$1,035,092.81 HOME Entitlement Funds
$170,808.46 HOME CHDO Funds
$294,098.73 HOME-ARP
$1,500,000 Total Funds Available
Notice of Funding | Following an applicant inquiry of available HOME funds, the Housing
Authority released a Notice of Funding Availability (NOFA) of an estimated $1,500,000 in HOME,
HOME-ARP, and CHDO funds, extending from November 1, 2023, to November 20, 2023. Two
(2) applications were received, one for the Union Tower Project from the developer Wakeland
Housing and Development Corporation (Wakeland) and the second for the Azuriik Project from
the developer Metropolitan Area Advisory Committee on Anti-Poverty of San Diego County Inc.
(MAAC).
History of Projects | The Union Tower and Azuriik Projects (“Projects”) were brought to the City
Council in 2022 in response to a $10,000,000 Housing Authority NOFA.
A consulting firm administered the NOFA. The consulting firm evaluated each Project on
project readiness, developer experience and capacity, project budget, amenities and
community space, location, target population and project attributes, and collaboration and
planning. Since both projects scored close to the same amount of points, a third-party
financial analysis was performed on the projects to provide a basis for the award amounts.
Through Resolution 2022-85, the City Council approved conditional loan awards of
$8,000,000 to the Union Tower Project and $2,000,000 to the Azuriik Project, subject to
each project having secured its financing, including remaining gap funding sources.
Funding Recommendation | Staff recommends awarding the Union Tower Project $1,500,000
in HOME, HOME-ARP, and CHDO funds as a conditional loan award with three (3) percent simple
interest.
The Union Tower Project (Union Tower) is a 94-unit, four and seven-story new affordable rental
and supportive housing development to be located at 2312 F Avenue in National City. The Union
Page 89 of 251
Tower is designed to serve residents between 30%-60% of the County of San Diego’s Area
Median Income (AMI) and veterans who have experienced homelessness. While living at Union
Tower, residents will be able to participate in several on-site activities that offer opportunities for
residents to reach greater levels of economic stability and personal growth. Seeking input and
guidance from residents, Union Tower will tailor meaningful and comprehensive services that
meet residents' needs and interests without duplicating services already offered in the greater
community. Services for all residents are designed to generate positive changes in tenants' lives,
increase a tenant’s knowledge of and access to available services, maintain housing stability and
eviction prevention, build life skills, increase income and assets, and improve health and well-
being. Additionally, Union Tower will organize community-building and enrichment activities for
tenants, e.g., holiday events, creating a tenant council, community meetings, and birthday
celebrations. Refer to Exhibit “A” for additional project information.
Tables of Income and Rent Restrictions by AMI Level and Bedroom Size1
Household Annual Income by Unit Size and AMI
Income Limit 30% AMI 40% AMI 50% AMI 60% AMI
1- BEDROOM $33,100 $41,350 $62,040
2- BEDROOM $37,250 $49,600 $62,050 $74,460
3- BEDROOM $43,025 $68,900 $86,010
Household Monthly Rent by Unit Size and AMI
Monthly Rent 30% AMI 40% AMI 50% AMI 60% AMI
1- BEDROOM $1,034 $1,550
2- BEDROOM $931 $1,242 $1,551 $1,861
3- BEDROOM $1,075 $1,724 $2,150
Housing Fund Loan Units by Unit Size and AMI
Unit Type 30% AMI 40% AMI 50% AMI 60% AMI Manager Total
1- BEDROOM 9 18 18 45
2- BEDROOM 5 9 1 9 1 25
3- BEDROOM 5 10 9 24
Total Units2 19 27 11 36 1 94
HOME Affordable Units by Unit Size and AMI
Unit Type 30% AMI 40% AMI 50% AMI 60% AMI Manager Total
1- BEDROOM 13 2 3
2- BEDROOM 14 1 2 4
3- BEDROOM 2 2 4
HOME Units5 2 0 3 6 0 11
1 Veterans Housing and Homelessness Prevention Program (VHHP) units are included in the Project Total Units. Union Tower
received a loan for affordable multifamily housing for veterans and their families to allow veterans to access and maintain housing
stability. VHHP units will be reserved for tenants earning under 30% and 40% AMI, but will pay rent proportional to 14.4% AMI.
2 The total includes HOME, HOME-ARP, and VHHP units.
3 HOME-ARP Unit
4 HOME-ARP Unit
5 HOME Affordable Units and (24 VHHP Units) are included in the 94 total units.
Page 90 of 251
Funding Recommendation Underwriting Analysis | With guidance from HUD Technical
Assistance, Housing Authority staff reviewed the applications received for eligibility, feasibility,
developer capacity, market demand, and other criteria consistent with CPD Notice 15-11. Staff
identified the Union Tower Project as more ready to proceed, with its other financing sources
committed and construction scheduled to start in March 2024. Staff determined that the Azuriik
Project currently projects a $16 million funding shortage and has yet to apply for Low-Income
Housing Tax Credits (LIHTC). This indicates too much uncertainty to warrant the allocation of
HOME funds at this time, risking funding expiration deadlines and other potential regulatory
compliance issues.
Union Tower applied for and was awarded 4% LIHTC, as well as sought and received funding
commitments from the County of San Diego Innovative Housing Trust Fund (IHTF), California
Housing and Community Development Infill Infrastructure Grant (IIG), Multifamily Housing
Program (MHP), and Veterans Housing and Homelessness Prevention Program (VHHP). The
applicant, Wakeland, is a qualified HUD Community Housing Development Organization (CHDO)6
and is eligible to be awarded the HOME CHDO funding.
A third-party consultant provided further financial analysis of the project feasibility and cost
reasonableness to better inform the HOME funding recommendation. The financial analysis found
that while development costs appear elevated, such costs may be the reality of the current
development market due to increased construction and financing costs.
It is the Housing Authority’s opinion that the project’s total costs, resulting from competitive bidding
and iterative value engineering, indicate the need for this HOME and HOME-ARP funding as gap
financing.
Alignment with City Planning Documents & Community Needs| Union Tower aligns and
fulfills the goals, high-priority needs, and objectives of the Plans below.
The HUD Consolidated Plan goals and high-priority needs (1) Provide Decent and
Affordable Housing and (2) Support Initiatives that Reduce Homelessness.
Housing Element Goal #2 Encourage and facilitate the construction of new housing
consistent with the City’s RHNA allocation; Goal #5 Promote and implement fair housing
practices and equal access to housing opportunities for all income levels; Goal #6 Support
programs for housing vulnerable and special needs populations.
Housing Strategic Plan Objectives Objective #1 Leverage City-owned assets to support
progress towards the City’s RHNA; Objective #2 Affirmatively further fair housing choice
by encouraging the development of resource-rich housing; Objective #3 Expand housing
choices, including homeownership opportunities, for lower- and moderate-income
households. Promote mixed-income housing as opportunities allow.
As of January 2024, the City of National City Housing Authority’s Housing Choice Voucher Section
8 Program has a waitlist of 2,957 applicants, indicating a significant demand for additional
affordable housing units that this project will provide.
AAP Amendment | To allocate HOME funding to this project, a Substantial Amendment to the
2023-2024 AAP is required.
6 A CHDO is a private non-profit, community-based organization that has staff with the capacity to develop affordable housing for
the community it serves. A certified CHDO must meet certain requirements pertaining to their legal status, organizational str ucture,
and capacity and experience. The project has also committed to paying prevailing wages.
Page 91 of 251
A 30-day public comment period beginning December 15, 2023, for the Substantial Amendment
was noticed via email, the City’s website, hardcopies at City Hall, and published in the Star News.
A copy of the amended AAP has been made available on the City’s website at
www.nationalcityca.gov/cdbg-home, and hardcopies are available upon request at the City of
National City Housing Authority (140 E 12th Street, National City 91950).
Action | This item would approve the submission of a Substantial Amendment to the 2023-2024
AAP and a conditional award of $1,500,000 HOME, HOME-ARP, and CHDO funds to Union
Tower, subject to NEPA clearance, as a conditional three (3) percent simple interest loan.
FINANCIAL STATEMENT:
Allocation of $1,035,092.81 in HOME funds, $170,808.46 in CHDO funds, and $294,098.73 in
HOME-ARP funds to the Union Tower Project as a conditional three (3) percent simple interest
loan. After project completion, staff will collect an annual monitoring fee of $215 per unit, subject
to change corresponding to Fee Schedule updates.
RELATED CITY COUNCIL 2020-2025 STRATEGIC PLAN GOAL:
Housing and Community Development
ENVIRONMENTAL REVIEW:
Union Tower is a by-right project, exempt from CEQA. Wakeland completed a Phase I
Environmental Site Assessment on the site, which revealed no evidence of recognized
environmental conditions or de minimis conditions in connection with the subject property.
Wakeland is currently performing an NEPA analysis with an expected completion date of mid-
February 2024
PUBLIC NOTIFICATION:
The Agenda Report was posted within 72 hours of the meeting date and time in accordance with
the Ralph M. Brown Act. Published in The Star-News, on the City Website and Posted on Bulletin
Boards at City Hall.
ORDINANCE:
Not Applicable
EXHIBITS:
Exhibit A – Project Description
Exhibit B – Public Notice
Exhibit C - Resolution
Page 92 of 251
Exhibit “A”
Union Tower Project Description
Union Tower is being developed by Wakeland Housing Development Corporation (Wakeland), a
non-profit organization serving low-income communities. Union Tower is a 100% multi-family
affordable housing new construction development located at 2313 F Avenue in National City.
There will be two (2) four and seven-story buildings with a total of 94 affordable housing units
ranging from 30 to 60% of the County of San Diego’s Area Median Income (AMI). The Project will
include adaptable features in more than half of its units (69 units total), including 15 mobility
feature units and 10 communication feature units. Of the total units, 24 will be restricted to
Veterans who have experienced homelessness.
Quality of Life | The Union Tower Project aims to increase equity and community sustainability
by adding to the supply of quality affordable housing and catalyzing the longer-term effort to
revitalize the 22-acre National City Park Apartments. The Project will offer easy access to public
transit, shopping, and other community resources.
While living at Union Tower, residents will be able to participate in several on-site activities that
offer opportunities for residents to reach greater levels of economic stability and personal growth.
Seeking input and guidance from residents, Union Tower will tailor meaningful and
comprehensive services that meet residents' needs and interests without duplicating services
already offered in the greater community. Services for all residents are designed to generate
positive changes in tenants' lives, increase a tenant’s knowledge of and access to available
services, maintain housing stability and eviction prevention, build life skills, increase incom e and
assets, and improve health and well-being. Additionally, Union Tower will organize community-
building and enrichment activities for tenants, e.g., holiday events, creating a tenant council,
community meetings, and birthday celebrations.
Examples of services and individualized assistance include:
Provide intake, assessment, and case management to residents with the goal of moving
clients to self-sufficiency
Linking residents to workforce opportunities and providing assistance with job searches
and resume writing
Computer training and literacy
Financial counseling
Afterschool homework assistance, tutoring, and mentoring
Referrals to resources and benefits
Resources for mental and physical health and wellness
Previously unhoused veterans will be provided specialized supportive and case
management services
Eco-Friendly | Energy and green building design construction elements are incorporated into
the Union Tower Project to include:
All-electric design
High-efficiency heat pumps for heating and cooling
Heat pump hot water heating
High-efficiency windows
Quality insulation
Low Volatile Organic Compounds (Low-VOC)
Locally procured materials.
Page 93 of 251
Exhibit “A”
Parking | The Project will have 45 spaces, including five (5) Electric Vehicle Parking Spaces
and 16 bicycle parking spaces. The San Diego County Building Trades Council will not utilize
the Project parking spaces.
Tables of Income and Rent Restrictions by AMI Level and Bedroom Size1
Household Annual Income by Unit Size and AMI
Income Limit 30% AMI 40% AMI 50% AMI 60% AMI
1- BEDROOM $33,100 $41,350 $62,040
2- BEDROOM $37,250 $49,600 $62,050 $74,460
3- BEDROOM $43,025 $68,900 $86,010
Household Monthly Rent by Unit Size and AMI
Monthly Rent 30% AMI 40% AMI 50% AMI 60% AMI
1- BEDROOM $1,034 $1,550
2- BEDROOM $931 $1,242 $1,551 $1,861
3- BEDROOM $1,075 $1,724 $2,150
Housing Fund Loan Units by Unit Size and AMI
Unit Type 30% AMI 40% AMI 50% AMI 60% AMI Manager Total
1- BEDROOM 9 18 18 45
2- BEDROOM 5 9 1 9 1 25
3- BEDROOM 5 10 9 24
Total Units2 19 27 11 36 1 94
HOME Affordable Units by Unit Size and AMI
Unit Type 30% AMI 40% AMI 50% AMI 60% AMI Manager Total
1- BEDROOM 13 2 3
2- BEDROOM 14 1 2 4
3- BEDROOM 2 2 4
HOME Units5 2 0 3 6 0 11
1 Veterans Housing and Homelessness Prevention Program (VHHP) units are included in the Project Total Units. VHHP
received a loan for affordable multifamily housing for veterans and their families to allow veterans to access and maintain housing
stability. VHHP units will be reserved for tenants earning under 30% and 40% AMI, but will pay rent proportional to 14.4% AMI.
2 The total includes HOME, HOME-ARP, and VHHP units
3 HOME-ARP Unit
4 HOME-ARP Unit
5 HOME Affordable Units and (24 VHHP Units) are included in the 94 total units.
Page 94 of 251
CITY OF NATIONAL CITY
NOTICE OF PUBLIC HEARING
PUBLIC HEARING FOR A SUBSTANTIAL AMENDMENT TO THE 2023-2024
ANNUAL ACTION PLAN
In accordance with the federal regulations at 24 CFR Part 91, the City of National City is required to
prepare and submit a Substantial Amendment when modifying proposed projects in its Annual
Action Plan for Housing and Community Development Entitlement Programs funded by the U.S.
Department of Housing and Urban Development (HUD). The City will allocate Home Investment
Partnerships (HOME) program and HOME-American Rescue Plan (HOME-ARP) funds in the
amount of $1,500,000 towards the development of Union Tower, a 94 unit affordable rental housing
project.
NOTICE IS HEREBY GIVEN that at a Regular Meeting to be held on Tuesday, February 6, 2024
the City Council of the City of National City will hold a public hearing to review public comments
received during a 30-day public review period which began on December 15, 2023 for the
Substantial Amendment to the 2023-2024 Annual Action Plan. Interested persons and community
groups have the opportunity to share their thoughts regarding the proposed amendment and may
review the draft Substantial Amendment available on the City’s website
www.nationalcityca.gov/cdbg-home. A hardcopy of the Amendment is available upon request at the
National City Housing Authority (140 E 12th Street, National City, CA 91950).
The City Council will hold the public hearing at its Regular Meeting to be held on Tuesday, February
6, 2024 at 6:00 p.m. via LIVE WEBCAST www.nationalcityca.gov/webcast in the City Council
Chamber, 1243 National City Boulevard, National City, California. Written comments or testimony
from the public must be submitted via e-mail to clerk@nationalcityca.gov by 2:00 P.M. on the
day of the City Council Meeting.
Any person with a disability who requires a modification or accommodation in order to participate in
a meeting should direct such request to the City Clerk’s Office (619) 336-4228 at least 24 hours in
advance of the meeting. Hearing-impaired persons, please use the CAL Relay Service Number 711.
Spanish Interpretation Services: Spanish Interpretation Services are available, please contact the
City Clerk prior to the start of the meeting for assistance.
Asistencia en Español: Para que le interpreten la información en español, llame al (619) 336-4284.
Shelley Chapel, MMC, City Clerk
Published in the Star News January 12, 2024
Page 95 of 251
CITY OF NATIONAL CITY
AVISO DE AUDENCIA PUBLICA
AUDIENCIA PÚBLICA PARA UNA ENMIENDA SUSTANCIAL AL PLAN DE
ACCIÓN ANUAL 2023-2024
De acuerdo con las regulaciones federales en 24 CFR Parte 91, la Ciudad de National City está
obligada a preparar y presentar una Enmienda Sustancial al modificar los proyectos propuestos
en su Plan de Acción Anual para los Programas de Derechos de Vivienda y Desarrollo
Comunitario financiados por el Departamento de Vivienda y Desarrollo Urbano de los Estados
Unidos (HUD). La Ciudad asignará fondos del programa Home Investment Partnerships (HOME)
y HOME-American Rescue Plan (HOME-ARP) en la cantidad de $1,500,000 para el desarrollo
de Union Tower, un proyecto de vivienda asequible de alquiler de 94 unidades.
POR LA PRESENTE SE NOTIFICA que en una reunión ordinaria que se llevará a cabo el martes
6 de febrero de 2024, el Concejo Municipal de la Ciudad de National City llevará a cabo una
audiencia pública para revisar los comentarios públicos recibidos durante un período de revisión
pública de 30 días que comenzó el 15 de diciembre de la Enmienda Sustancial al Plan de Acción
Anual 2023-2024. Las personas interesadas y los grupos comunitarios tienen la oportunidad de
compartir sus opiniones sobre la enmienda propuesta y pueden revisar el borrador de la
Enmienda Sustancial disponible en el sitio web de la Ciudad www.nationalcityca.gov/cdbg-home.
Una copia impresa de la Enmienda está disponible a pedido en la Autoridad de Vivienda de
National City (140 E 12th Street, National City, CA 91950).
El Concejo Municipal llevará a cabo la audiencia pública en su Reunión Ordinaria que se llevará
a cabo el martes 6 de febrero de 2024 a las 6:00 p.m. a través de TRANSMISIÓN EN VIVO POR
INTERNET www.nationalcityca.gov/webcast en la Cámara del Concejo Municipal, 1243 National
City Boulevard, National City, California. Los comentarios escritos o testimonios del público
deben enviarse por correo electrónico a clerk@nationalcityca.gov antes de las 2:00 p.m.
del día de la reunión del Concejo Municipal.
Cualquier persona con una discapacidad que requiera una modificación o adaptación para
participar en una reunión debe dirigir dicha solicitud a la Oficina del Secretario Municipal (619)
336-4228 al menos 24 horas antes de la reunión. Las personas con discapacidad auditiva pueden
utilizar el número de servicio de retransmisión de CAL 711. Servicios de interpretación en
español: Los servicios de interpretación en español están disponibles, comuníquese con el
Secretario Municipal antes del comienzo de la reunión para obtener ayuda.
Shelley Chapel, MMC, City Clerk
Publicado en el Star News el 12 enero de 2024
Page 96 of 251
CITY OF NATIONAL CITY
PAUNAWA NG PUBLIC HEARING
PUBLIC HEARING PARA SA SUBSTANTIAL AMENDMENT SA 2023-2024 ANNUAL
ACTION PLAN
Alinsunod sa mga pederal na regulasyon sa 24 CFR Part 91, ang Lungsod ng National City ay
inaatasan na maghanda at magsumite ng Substantial Amendment kapag binago ang mga
iminungkahing proyekto sa Annual Action Plan nito para sa Mga Programa sa Pabahay at
Pagpapaunlad ng Komunidad na pinondohan ng U.S. Department of Housing at Urban
Development (HUD). Ang Lungsod ay maglalaan ng programang Home Investment Partnerships
(HOME) at HOME-American Rescue Plan (HOME-ARP) na may pondo sa halagang $1,500,000
para sa pagbuo ng Union Tower, isang 94 unit na proyektong abot-kayang paupahang pabahay.
IBIBIGAY DITO ANG PAUNAWA na sa isang Regular na Pagpupulong na gaganapin sa Martes,
Pebrero 6, 2024, ang Konseho ng Lungsod ng National City ay magsasagawa ng pampublikong
pagdinig upang suriin ang mga pampublikong komento na natanggap sa loob ng 30-araw na
panahon ng pampublikong pagsusuri na nagsimula noong Disyembre 15, 2023 ng Substantial
Amendment sa 2023-2024 Annual Action Plan. Ang mga interesadong tao at grupo ng komunidad
ay magkakaroon ng pagkakataong magbahagi ng kanilang mga saloobin tungkol sa iminungkahing
amendment at maaaring suriin ang draft na Substantial Amendment na makukuha sa website ng
Lungsod sa www.nationalcityca.gov/cdbg-home. Ang isang hardcopy ng Amendment ay makukuha
kapag hiniling sa National City Housing Authority (140 E 12th Street, National City, CA 91950).
Ang Konseho ng Lungsod ay gaganapin ang pampublikong pagdinig sa Regular na Pagpupulong
nito na gaganapin sa Martes, Pebrero 6, 2024 sa ganap na 6:00 p.m. sa pamamagitan ng LIVE
WEBCAST www.nationalcityca.gov/webcast sa City Council Chamber, 1243 National City
Boulevard, National City, California. Ang mga nakasulat na komento o testimonya mula sa
publiko ay dapat isumite sa pamamagitan ng e-mail sa clerk@nationalcityca.gov bago 2:00
p.m. sa araw ng Pagpupulong ng Konseho ng Lungsod.
Ang sinumang taong may kapansanan na nangangailangan ng akomodasyon upang makasali sa
isang pulong ay dapat idirekta ang naturang kahilingan sa Opisina ng Klerk ng Lungsod (619) 336-
4228 nang hindi bababa sa 24 na oras bago ang pulong. Mga taong may kapansanan sa pandinig,
mangyaring gamitin ang CAL Relay Service Number 711. Spanish Interpretation Services: Available
ang Spanish Interpretation Services, mangyaring makipag-ugnayan sa Klerk ng Lungsod bago
magsimula ang pulong para sa tulong.
Asistencia en Español: Para que le interpreten la información en español, llame al (619) 336-4284.
Shelley Chapel, MMC, City Clerk
Nai-publish sa Star News Enero 12, 2023
Page 97 of 251
RESOLUTION NO. 2024 -
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATION AL CITY, CALIFORNIA
ADOPTING THE U.S DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT (HUD)
SUBSTANTIAL AMENDMENT TO THE 2023-2024 ANNUAL ACTION PLAN AND THE
ALLOCATION OF $1,035,092.81 IN HOME INVESTMENT PARTNERSHIPS PROGRAM
(HOME) GRANT FUNDS, $170,808.46 IN HOME-COMMUNITY HOUSING DEVELOPMENT
ORGANIZATION (CHDO) GRANT FUND, AND $294,098.73 IN HOME-AMERICAN RESCUE
PLAN (HOME-ARP) GRANT FUNDS AS A CONDITIONAL LOAN TO UNION TOWER BY
WAKELAND HOUSING AND DEVELOPMENT CORPORATION
WHEREAS, as an entitlement community, the City of National City ("City'') administers the
Community Development Block Grant ("CDBG") and the Home Investment Partnerships Act
("HOME") Program for the Federal Government under the United States Department of Housing
and Urban Development ("HUD"); and
WHEREAS, per the federal regulations at 24 CFR, Part 91, the City is required to prepare
and submit an Annual Action Plan (AAP) for Housing and Community Development Programs
funded by CDBG and HOME; and
WHEREAS, the City Council approved the 2023-2024 AAP and associated funding of
activities on May 2, 2023, through Resolution 2023-49; and
WHEREAS, the City Council approved the Substantial Amendment to the 2021-2022 AAP
for the HOME-American Rescue Plan (HOME-ARP) Allocation Plan through Resolution 2023-27;
and
WHEREAS, the City allocated $428,658.91 of HOME funds for Affordable Housing
Activities Set-aside for 2022-2023 per Resolution 2022-72 and $260,587.94 for Affordable
Housing Activities Set-aside for 2023-2024 per Resolution 2023-49; and
WHEREAS, City staff have identified $345,845.96 in HOME funds available for
reallocation from previous projects; and
WHEREAS, per 24 CFR 92.300, a minimum 15% of annual HOME entitlement funds are
required to be set aside for Community Housing Development Organizations (CHDO); and
WHEREAS, the City has set-aside CHDO funds from years 2021-2023 in the amounts of
$49,248.91, $60,102.15, and $61,457.40 through Resolutions 2021-47, 2022-72, and 2023-49,
respectively; and
WHEREAS, the City has made available $294,098.73 in HOME-ARP funds; and
WHEREAS, the City desires to use said available HOME, HOME-ARP, and CHDO grant
funds in the total amount of $1,500,000 to assist in the development of new affordable housing.
WHEREAS, the City released a Notice of Funding Availability (NOFA) of an estimated
$1.5 million in HOME and HOME-ARP funds on November 1, 2023; and
WHEREAS, of the NOFA responses received, City staff identified Union Tower By
Wakeland Housing and Development Corporation as the most qualified project; and
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WHEREAS, said $1,500,000 in grant funds will be appropriated to Union Tower assist in
the development of affordable rental housing; and
WHEREAS, Union Tower is a 94-unit affordable rental and supportive housing project
designed to serve residents between 30%-60% of Area Median Income (AMI); and
WHEREAS, per the federal regulations at 24 CFR Part 91, in order to allocate said funds,
the City must add a new project to its 2023-2024 AAP, which requires the preparation and
submission of a Substantial Amendment; and
WHEREAS, a 30-day public comment period beginning December 15, 2023, for the
Substantial Amendment was noticed via email, the City’s website, hardcopies at City Hall, and
published in the Star News; and
WHEREAS, the City Council conducted a Public Hearing on February 6, 2024, to receive
input from the public; and
WHEREAS, the City incorporated public comments received for the Substantial
Amendment to the 2023-2024 AAP.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF NATIONAL CITY,
CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE, AND ORDER AS FOLLOWS:
Section 1: The City Council authorizes the Substantial Amendment to the 2023-2024
AAP and a conditional three (3) percent simple interest loan of $1,500,000 in HOME, HOME-
ARP, and CHDO funds to Union Tower Project by Wakeland Housing and Development
Corporation.
Section 2: The loan award is not final until given NEPA clearance pursuant to federal
regulations 24 CFR Part 58 and all necessary loan documents are approved by the Housing
Authority.
Section 3: The City Council authorizes the submission of the Substantial Amendment to
the 2023-2024 AAP for the expenditure of said funds.
Section 4: The City Council authorizes the Executive Director or his designee to execute
the final submission of the Substantial Amendment to the 2023-2024 Annual Action Plan, modify
and execute any and all appropriate instruments, certifications, agreements, contracts, and
implementing documents related to the implementation and administration of the proposed to the
Substantial Amendment to the 2023-2024 Annual Action Plan to fully implement the activities
funded under said Plan, including subrecipient grant contracts and agreements, based on HUD’s
appropriation to the City.
Section 5: The City Council authorizes the Executive Director or his designee to execute
budget adjustments as necessary to reflect the funding allocations in the Substantial Amendment
to the 2023-2024 Annual Action Plan.
Section 6: The City Clerk shall certify to the passage and adoption of this Resolution and
enter it into the book of original Resolution.
Page 99 of 251
PASSED and ADOPTED this 6th day of February 2024.
Ron Morrison, Mayor
ATTEST:
Shelley Chapel, City Clerk
APPROVED AS TO FORM:
Barry J. Schultz, City Attorney
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Page 1 of 6
AGENDA REPORT
Department: Housing Authority
Prepared by: Angelita Palma, Housing Programs Manager
Meeting Date: Tuesday, February 6, 2024
Approved by: Benjamin A. Martinez, City Manager
SUBJECT:
Union Tower Project Closing Documents For the Construction and Permanent Financing for the
$8M Housing Authority Loan Agreement and Related Documents.
RECOMMENDATION:
Approve the Resolution, Entitled, “Resolution of the Community Development Commission-
Housing Authority of the City of National City, California, (1) Approving the Construction and
Permanent Financing Loan Agreement for the Union Tower Project (“Project”), Located at 2312
F Avenue in National City, With the Borrower, Union Tower One LP, a California Limited
Partnership; and (2) Authorizing the Executive Director to Execute Project Related Documents.”
BOARD/COMMISSION/COMMITTEE PRIOR ACTION:
Resolution 2022-85
EXPLANATION:
Background | Wakeland Housing and Development Corporation’s application for the Union
Tower Project (“Project”), submitted in response to the Community Development Commission-
Housing Authority of the City of National City’s (“Housing Authority”) Notice of Funding Availability
for Affordable Housing. On June 7, 2022, per Resolution 2022-85, a conditional award of
$8,000,000.00 was approved pending standard underwriting criteria and loan processing,
including executing the loan documents at the construction loan closing. Additional background
information on the Project and the NOFA can be found at www.nationalcityca.gov/HA-PPP.
Project Description | Union Tower is being developed by Wakeland Housing Development
Corporation (Wakeland), a non-profit organization serving low-income communities. Union Tower
is a 100% multi-family affordable housing new construction development located at 2312 F
Avenue in National City. There will be two (2) four and seven-story buildings with a total of 94
affordable housing units ranging from 30 to 60% of the County of San Diego’s Area Median
Income (AMI). The Project will include adaptable features in more than half of its units (69 units
total), including 15 mobility feature units and 10 communication feature units. Of the total units,
24 will be restricted to veterans who have experienced homelessness.
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Page 2 of 6
Tables of Income and Rent Restrictions by AMI Level and Bedroom Size1
Household Annual Income by Unit Size and AMI
Income Limit 30% AMI 40% AMI 50% AMI 60% AMI
1- BEDROOM $33,100 $41,350 $62,040
2- BEDROOM $37,250 $49,600 $62,050 $74,460
3- BEDROOM $43,025 $68,900 $86,010
Household Monthly Rent by Unit Size and AMI
Monthly Rent 30% AMI 40% AMI 50% AMI 60% AMI
1- BEDROOM $1,034 $1,550
2- BEDROOM $931 $1,242 $1,551 $1,861
3- BEDROOM $1,075 $1,724 $2,150
Quality of Life | The Union Tower Project aims to increase equity and community sustainability
by adding to the supply of quality affordable housing and catalyzing the longer-term effort to
revitalize the 22-acre National City Park Apartments. The Project will offer easy access to public
transit, shopping, and other community resources.
While living at Union Tower, residents will be able to participate in several on-site activities that
offer opportunities for residents to reach greater levels of economic stability and personal growth.
Seeking input and guidance from residents, Union Tower will tailor meaningful and
comprehensive services that meet residents' needs and interests without duplicating services
already offered in the greater community. Services for all residents are designed to generate
positive changes in tenants' lives, increase a tenant’s knowledge of and access to available
services, maintain housing stability and eviction prevention, build life skills, increase income and
assets, and improve health and well-being. Additionally, Union Tower will organize community-
building and enrichment activities for tenants, e.g., holiday events, creating a tenant council,
community meetings, and birthday celebrations.
Examples of services and individualized assistance include:
Provide intake, assessment, and case management to residents with the goal of moving
clients to self-sufficiency
Linking residents to workforce opportunities and providing assistance with job searches
and resume writing
Computer training and literacy
Financial counseling
Afterschool homework assistance, tutoring, and mentoring
Referrals to resources and benefits
Resources for mental and physical health and wellness
Previously unhoused veterans will be provided specialized supportive and case
management services
1 Veterans Housing and Homelessness Prevention Program (VHHP) units are included in the Project Total Units. VHHP
received a loan for affordable multifamily housing for veterans and their families to allow veterans to access and maintain housing
stability. VHHP units will be reserved for tenants earning under 30% and 40% AMI, but will pay rent proportional to 14.4% AMI.
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Page 3 of 6
Eco-Friendly | Energy and green building design construction elements are incorporated into the
Union Tower Project to include:
All-electric design
High-efficiency heat pumps for heating and cooling
Heat pump hot water heating
High-efficiency windows
Quality insulation
Low Volatile Organic Compounds (Low-VOC)
Locally procured materials.
Parking | The Project will have 45 spaces, including five (5) Electric Vehicle Parking Spaces and
16 bicycle parking spaces. The San Diego County Building Trades Council will not utilize the
Project parking spaces.
Funding | The total Project costs are estimated at $80,507,737. Funding sources include:
Low-Income Housing Tax Credit (LIHTC)
California Department of Housing and Community Development (HCD) Infill Infrastructure
Grant Program (IIG)
HCD Multifamily Housing Program (MHP)
HCD Veterans Housing and Homelessness Prevention Program (VHHP)
San Diego County Innovative Housing Trust Fund (IHTF)
Project Based Vouchers (PBV)
Private Loans
Deferred Developer Fee
National City Housing Fund Loan
HUD HOME and HOME-American Rescue Plan (HOME-ARP) Loan (if approved by City
Council on February 6, 2024)
Per Resolution 2022-85 a standard underwriting analysis was conducted by staff with guidance
from HUD Technical Assistance. A third-party consultant conducted a separate financial analysis
of the project feasibility and cost reasonableness. The financial analysis found that while
development costs appear elevated, such costs may be the reality of the current development
market due to increased construction and financing costs. Project feasibility, developer capacity,
market demand, and other criteria were also identified by staff and the consultant. The Union
Tower Project is ready to proceed, with its other financing sources committed and construction
scheduled to start in March 2024. The Project will be in a position to meet funding expiration
deadlines and other potential regulatory compliance issues. It is the Housing Authority’s opinion
that the project’s total costs, resulting from competitive bidding and iterative value engineering,
indicate the need for Housing Authority Loan, HOME, and HOME-ARP funding.
HUD Funding | At the City Council Meeting on February 6, 2024, a Public Hearing will be held
for the Project to receive additional gap funding. Staff recommends the adoption of a resolution
entitled, “Resolution of the City Council of the City of National City, California adopting the U.S
Department of Housing and Urban Development (HUD) Substantial Amendment to the 2023-2024
Annual Action Plan and the allocation of $1,035,092.82 in Home Investment Partnerships
Program (HOME) grant funds, $170,808.46 in HOME-Community Housing Development
Organization (CHDO)2 grant fund, and $294,098.73 in HOME-American Rescue Plan (HOME-
ARP) grant funds as a conditional loan to Union Tower by Wakeland Housing and Development
Corporation.” The City Council may approve or deny a total of $1,500,000.00 in HUD funds subject
to the NEPA analysis.
2 A CHDO is a private non-profit, community-based organization that has staff with the capacity to develop affordable housing for
the community it serves. A certified CHDO must meet certain requirements pertaining to their legal status, organizational structure,
and capacity and experience. The project has also committed to paying prevailing wages.
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Page 4 of 6
Loan Terms | The Housing Fund Loan and HOME and HOME-ARP Loan (“HOME Loan”) are
conditioned by the Housing Authority in part upon the recordation of the Regulatory Agreement
setting forth certain restrictions upon the use and sale of the Property.
The Housing Fund Loan is a three percent (3%) simple interest, restricted for a 55-year term,
except in the event of a default under the Note or any of the Loan Documents. The Note is made
pursuant to the Loan Agreement and the Deed of Trust, to be recorded in the Office of the County
Recorder of San Diego County.
The HOME Loan is a three percent (3%) simple interest loan, restricted for a 55-year term under
the HOME and HOME-ARP Programs commencing on the date all relevant Project completion
data is entered into the HUD Integrated Disbursement and Information System. The HOME Loan
and Promissory Note are listed as Exhibits “A” and “G” respectively of the Construction and Loan
Financing Agreement (Exhibit “B”).
Affordable Units | The Regulatory Agreement will restrict the Affordable Units in accordance with
the requirements of the funding sources and covenants and restrictions. The Regulatory
Agreement will become effective when recorded through January 15, 2080. Union Tower will have
one (1) manager’s unit and ninety-three (93) residential affordable units (“Affordable Units”). Nine
(9) of the 93 affordable units will be floating3 HOME Affordable Units (“HOME Affordable Units”),
two (2) will be HOME-ARP Affordable Units, and the remaining unit will be the unrestricted
manager’s unit (collectively the “Project”).
Tables of Unit Types by Funding Sources
The restrictions in the table below establish the maximum rental rate, adjusted for household size
appropriate for the unit.
Housing Fund Loan Units by Unit Size and AMI
Unit Type 30% AMI 40% AMI 50% AMI 60% AMI Manager Total
1- BEDROOM 9 18 18 45
2- BEDROOM 5 9 1 9 1 25
3- BEDROOM 5 10 9 24
Total Units4 19 27 11 36 1 94
HOME Affordable Units by Unit Size and AMI
Unit Type 30% AMI 40% AMI 50% AMI 60% AMI Manager Total
1- BEDROOM 15 2 3
2- BEDROOM 16 1 2 4
3- BEDROOM 2 2 4
HOME Units 2 0 3 6 0 11
3 Floating HOME Units are defined as “floating” because the units designated as HOME-assisted may change over time as long
as the total number of HOME-assisted units in the project remains constant. For example, when the gross income of a tenant who
occupies a HOME Affordable Unit exceeds the amount allowed by the rent and income restriction criteria, the next available
comparable-sized and configured unit will be designated as a HOME Affordable Unit.
4 HOME Affordable Units are included in the 94 total units & 24 VHHP Units
5 HOME-ARP Unit
6 HOME-ARP Unit
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Page 5 of 6
HOME Housing Unit Terms| HOME Units must be restricted at 50% and 60% of the area median
income for the rent and occupancy restrictions applicable to the 9 Floating HOME Affordable
Units. The HOME-ARP Affordable Units will be reserved for HOME-ARP qualifying populations.
Tax Credit Funds | The Project’s finance includes the issuance of bonds by the California
Municipal Finance Authority in the amount of $35,823,312. The funds will be used to finance and
refinance the acquisition, construction, development, and equipping of a 94-unit qualified
residential rental project, which guarantees that the income and rent will remain restricted for a
period of 55 years.
Density Bonus Agreement | The Developer has proposed to construct and restrict the rent and
occupancy of 69 residential dwelling units (“Affordable Units”) to very low-income households in
exchange for a density bonus (“Density Bonus”) for 55 years. The Developer is receiving
incentives and concessions pursuant to and in accordance with the requirements of Government
Code 65915.
The incentives and concessions are:
1) To provide a five-foot exterior setback from the new lot line;
2) No private open space7;
3) No Balconies; and
4) Relief from unit storage requirements per NC Municipal Code 18.42.070.7
San Diego County Building Trades Council (SDCBTC) | SBCBTC is the site owner and will
provide a long-term lease to the limited partnership. SDCBTC will lease and pay rent for the
seventh floor and patio. There will not be any residential units or common areas on the seventh
floor. SDBTC will fund the total amount of the construction costs into an escrow account, which
will be used each month to pay the construction contractor’s invoices. SDCBTC will reimburse
Wakeland at closing for all soft costs related to the SDCBTC space. Affordable housing funds are
not being used for the SDCBTC space. SDCBTC staff will not park on the Project site.
Alignment with City Planning Documents & Community Needs| Union Tower aligns and
fulfills the goals, high-priority needs, and objectives of the Plans below.
The HUD Consolidated Plan goals and high-priority needs (1) Provide Decent and
Affordable Housing and (2) Support Initiatives that Reduce Homelessness.
Housing Element Goal #2 Encourage and facilitate the construction of new housing
consistent with the City’s RHNA allocation; Goal #5 Promote and implement fair housing
practices and equal access to housing opportunities for all income levels; Goal #6 Support
programs for housing vulnerable and special needs populations.
Housing Strategic Plan Objectives Objective #1 Leverage City-owned assets to support
progress towards the City’s RHNA; Objective #2 Affirmatively further fair housing choice
by encouraging the development of resource-rich housing; Objective #3 Expand housing
choices, including homeownership opportunities, for lower- and moderate-income
households. Promote mixed-income housing as opportunities allow.
As of January 2024, the City of National City Housing Authority’s Housing Choice Voucher Section
8 Program has a waitlist of 2,957 applicants, indicating a significant demand for additional
affordable housing units that this project will provide.
7 Common open space is approximately 28,545 SF
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Page 6 of 6
Staff Recommendation | Staff recommends that the Housing Authority’s Board approve the
Construction and Permanent Financing Loan Agreement (Agreement) and “Exhibits A-G” to the
Agreement (Exhibit “B”) and authorize signing authority to the Executive Director or his designee
to execute the Agreement and Exhibits “A-G” (Exhibit “B”) and related documents including but
not limited to subordinations approved by the Housing Authority’s General Counsel.
FINANCIAL STATEMENT:
Resolution 2022-85 appropriated $8,000,000 of Housing Authority Funds to the Union Tower
Affordable Housing Project, Housing Authority Fund account number 501-419-462-650-9171.
After project completion, staff will collect an annual monitoring fee of $215 per unit, subject to
change corresponding to Fee Schedule updates.
RELATED CITY COUNCIL 2020-2025 STRATEGIC PLAN GOAL:
Housing and Community Development
ENVIRONMENTAL REVIEW:
Union Tower is a by-right project, exempt from CEQA. Wakeland completed a Phase I
Environmental Site Assessment on the site, which revealed no evidence of recognized
environmental conditions or de minimis conditions in connection with the subject property.
Wakeland is currently performing an NEPA analysis with an expected completion date of mid-
February 2024.
PUBLIC NOTIFICATION:
Agenda Report posted within 72 hours of the meeting date and time in accordance with the Brown
Act.
ORDINANCE:
Not Applicable
EXHIBITS:
Exhibit A – Resolution 2022-85
Exhibit B – Construction and Permanent Financing Loan Agreement & Exhibits “A-G”
Exhibit C - Resolution
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Page 109 of 251
Construction and Permanent Financing
Loan Agreement (Union Tower) &
List of Exhibits
Exhibit Descrip�on
“A” Affordable Housing Density Bonus Agreement (Union Tower)
“B” Regulatory Agreement (Union Tower) – The Property Descrip�on is missing.
“C” Promissory Note (Union Tower-HOME Funds)
“D” Deed of Trust (Union Tower)
“E” Security Agreement (Union Tower)
“F” Unsecured Environmental Indemnity Agreement (Union Tower)
“G” Promissory Note (Union Tower-Housing Authority Housing Fund)
Page 110 of 251
1
CONSTRUCTION AND PERMANENT FINANCING
LOAN AGREEMENT
(Union Tower)
THIS CONSTRUCTION AND PERMANENT FINANCING LOAN AGREEMENT
(“Agreement”) is dated as of the __ day of February, 2024, by and between Union Tower One LP,
a California limited partnership (“Borrower”), and the City of National City (“City”) and the
Community Development Commission-Housing Authority of the City of National City (“Housing
Authority”). The City and Housing Authority may be referred to collectively herein as the
(“Lender”).
RECITALS
A. Concurrently herewith, Borrower is acquiring a leasehold interest that certain
parcel of real property generally located at 2313 F Street in National City, California (“Property”).
Borrower’s construction of the Project, as defined in Recital B, below, will be financed by
Borrower in part using: (i) a loan from the Housing Authority in the original principal amount of
up to Eight Million and No/100 Dollars ($8,000,000.00) (“Housing Authority Loan”); and (ii) a
loan from the City in the original principal amount of up to One Million Five Hundred Thousand
and No/100 Dollars ($1,500,000.00) (“HOME and HOME-ARP Loan”). The Housing Authority
Loan is being funded entirely with funds from the Housing Authority Housing Fund. The HOME
and HOME-ARP Loan is being funded with One Million Two Hundred Five Thousand Nine
Hundred One and 27/100 Dollars ($1,205,901.27) in United States Department of Housing and
Urban Development HOME Investment Partnerships Program (HOME) funds and Two Hundred
Ninety Four Thousand Ninety Eight and 73/100 Dollars ($294,098.73) in HOME American
Rescue Plan Program (HOME-ARP) funds.
B. Borrower intends to construct two (2) new multifamily affordable housing towers
(of which one will be a four-story building and the other will be a seven-story building), which
shall include an aggregate of ninety-three (93) Affordable Units, as defined below, and one (1)
unrestricted manager’s unit, office space consisting of the entire seventh floor of the seven-story
building, and 45 parking spaces (collectively, the “Project”). The Project is to be operated as low
income housing. The ninety-three (93) Affordable Units shall be rent and occupancy restricted as
set forth in the Regulatory Agreement for fifty-five (55) years as required by the Lender. The
HOME and HOME-ARP Loan shall be governed by all ARPA Regulations (31 C.F.R. Part 35)
and HUD Home Investment Partnerships Program Regulations (24 C.F.R. Part 92), whether or not
specifically referenced in this Agreement or the Regulatory Agreement and shall fund only project
costs as set forth in 24 C.F.R. 92.206. Nine (9) of the Affordable Units shall be floating HOME
Units and two (2) of the Affordable Units shall be floating HOME-ARP Units which shall be
restricted under the HOME and HOME-ARP programs for a period of twenty (20) years as
referenced in the Regulatory Agreement. Provided, however, during the remaining thirty-five (35)
years, the Affordable Units that were restricted under the HOME and HOME-ARP Programs will
continue to be rent-restricted and occupancy-restricted as referenced in the Regulatory Agreement.
The obligations of the Borrower under the Regulatory Agreement shall be independent of, and in
addition to, Borrower’s obligations under this Agreement, and repayment of the Housing Authority
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Loan and HOME and HOME-ARP Loan shall not terminate or otherwise affect the affordability
restrictions set forth in the Regulatory Agreement. In addition, in order to comply with Section
504 of the Rehabilitation Act of 1973, five (5) of the Affordable Units shall be fully handicap
accessible and two (2) of the Affordable Units shall incorporate features for the visually and
hearing impaired, which units may be designed to serve both accessibility and visual and hearing
requirements in one unit.
C. Borrower intends to finance the Project with: (i) first lien priority tax-exempt
construction loan from JP Morgan Chase Bank, N.A., in the original principal amount of
approximately $46,000,000.00 (“Construction Loan”) derived from the proceeds of the
Multifamily Housing Revenue Bonds; (ii) first lien priority taxable permanent loan from JP
Morgan Chase Bank, N.A., in the original principal amount of approximately $4,000,000.00
(“Permanent Loan”); (iii) the Housing Authority Loan; (iv) a permanent loan from the California
Department of Housing and Community Development Veterans Housing and Homelessness
Prevention Program in the original principal amount of $7,003,410.00 (“HCD VHHP Loan”); (v)
a permanent loan from the California Department of Housing and Community Development
Multifamily Housing Program in the original principal amount of $4,524,400.00 (“HCD MHP
Loan”); (vi) a loan from the County of San Diego Health and Human Services Agency of
Innovative Housing Trust Funds in the original principal amount of approximately $3,500,000.00
(“County Loan”); (vii) the HOME and HOME-ARP Loan; (vii) funding from an affiliate of the
Borrower’s administrative general partner in the approximate amount of $1,124,809.00 (“Trades
Council Funds”) for use developing the commercial office space; (viii) deferral of a portion of the
Borrower’s developer fee in the approximate amount of $1,600,000.00 (“Deferred Developer
Fee”); (ix) capital contribution or sponsor loan from Borrower’s general partner in the amount of
$6,188,250.00; (x) an aggregate of approximately $31,824,876.00 of equity generated from an
allocation of Federal 4% tax credits contributed to Borrower by Borrower’s limited partner (“Tax
Credit Equity”); and (xi) loans from the sponsor of Borrower’s managing general partner of
California Department of Housing and Community Development of Infill Infrastructure Grant
Multifamily Housing Program funds in the original principal amount of $5,430,084.00 and grant
funds from the California Energy Commission Build grant funds in the original principal amount
of $454,704.00 (collectively, the “GP Loan”); and (xii) a loan from the sponsor of the Borrower’s
managing general partner (the “Interim Sponsor Loan”). This Agreement is being executed in
connection with, and Lender’s obligation to make the Housing Authority Loan and HOME and
HOME-ARP Loan are contingent on, the Borrower closing on the Construction Loan, GP Loan,
Interim Sponsor Loan, Trades Council Funds and County Loan and the Borrower obtaining
commitments for the Permanent Loan, HCD VHHP Loan, HCD MHP Loan and Tax Credit
Equity.
D. The Housing Authority Loan shall be evidenced by the Housing Authority Note.
The Housing Authority Note shall have a 55-year term, shall bear interest at the rate of three
percent (3%) simple interest per annum and will be repayable via annual payments equal to 17.37%
of the Project’s residual receipts on the terms and conditions set forth in the Housing Authority
Note. The HOME and HOME-ARP Loan shall be evidenced by the HOME and HOME-ARP
Note. The HOME and HOME-ARP Note shall have a 55-year term, shall bear interest at the rate
of three percent (3%) simple interest per annum and will be repayable via annual payments equal
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to 17.37% of the Project’s residual receipts on the terms and conditions set forth in the HOME and
HOME-ARP Note. Residual receipts shall be allocated first to the Housing Authority Loan until
paid in full, then to the HOME and HOME-ARP Loan until paid in full.
E. The Project shall be constructed in accordance with all applicable law, rules,
regulations and conditions of approval from the U.S. Department of Housing & Urban
Development (“HUD”), the City of National City, the various lenders involved with the Project
and the requirements of this Agreement. 24 C.F.R. Section 92.504 requires the City to enter into
a written agreement prior to disbursing any HUD HOME and HOME-ARP funds. This Agreement
is intended to be the written agreement required by 24 C.F.R. Section 92.504. The Housing
Authority Loan and HOME and HOME-ARP Loan shall be used to fund costs associated solely
with the residential portion of the Property. No Housing Authority Loan or HOME and HOME-
ARP Loan funds may be expended with respect to any commercial portion of the Property or the
operation thereof. Completion of Construction (as defined below) shall be achieved and the
Project shall be placed “in service” as that term is used for purposes of Section 42 of the Internal
Revenue Code of 1986, on or before December 31, 2026. Time is of the essence. The residential
units in the Project shall be or have been 100% occupied on or before March 31, 2027.
NOW, THEREFORE, in furtherance of the recitals stated above, the mutual covenants set
forth below, the parties agree, promise and declare as follows:
DEFINITIONS
The following terms shall have the meanings set forth below:
“Affordable Units” means the ninety-three (93) dwelling units that shall be constructed by
Borrower on the Property, the rent and occupancy of which shall be restricted for fifty-five (55)
years as set forth in the Regulatory Agreement.
“Agreement” means this Construction and Permanent Financing Loan Agreement.
“Borrower” means Union Tower One LP, a California limited partnership. Nothing
contained herein shall prohibit Borrower from changing its name provided that, except as expressly
permitted herein, there is no change in the composition and make-up of the partners of Borrower,
without the prior written consent of Lender, except for Permitted Transfers.
“City” means the City of National City.
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“Closing” means the Borrower’s closing on the Housing Authority Loan, HOME and
HOME-ARP Loan, Construction Loan, Interim Sponsor Loan, GP Loan Trades Council Funds
and County Loan, which shall occur concurrently.
“Completion of Construction” shall occur upon the filing or the issuance by the building
official of the City of a temporary certificate of occupancy for all units within the Project, including
the eleven (11) floating HOME and HOME-ARP Affordable Units.
“Construction Loan” means the first lien priority tax-exempt and taxable construction loans
to the Borrower from JP Morgan Chase Bank, N.A., in the original principal amount of not more
than $46,000,000.00 (“Construction Loan”) derived from the proceeds of Multifamily Housing
Revenue Bonds. At conversion, the tax-exempt construction loan will be paid off and the taxable
Permanent Loan will be funded.
“Cost Certification” means the audited certification prepared by a Certified Public
Accountant under generally accepted accounting principles with all disclosures and notes, as
required by Title 4 California Code of Regulations Section 10322. The Cost Certification shall
reflect all costs, expenditures and funds used for the project, as identified by the certified public
accountant, up to the date the Project is placed “in service” (as such term is used in 26 U.S.C. §42)
and include a CTCAC provided sources and uses form reflecting actual total costs incurred up to
the date the Project is placed “in service” (as such term is used in 26 U.S.C. §42).
“County Loan” means the construction and permanent financing loan to the Borrower from
the County of San Diego Health and Human Services Agency of Innovative Housing Trust Funds
in the original principal amount of $3,500,000.00.
“Deferred Developer Fee” means that portion of the Developer Fee which will be deferred
for payment from cash flow from the Project, which shall not exceed the amount permitted in
Section 1.21 of this Agreement, without the written consent of Lender which may be granted or
withheld in the discretion of the Lender.
“Environmental Indemnity Agreement” means an unsecured environmental indemnity
agreement, in a form and format approved by the Lender in the Lender’s sole discretion, which
shall be executed by the Lender and Borrower at the Closing.
“Escrow” means the escrow depository and disbursement services to be performed by the
Escrow Agent pursuant to the provisions of this Agreement.
“Escrow Agent” means Cheryl Greer, Commonwealth Land Title Company.
“Escrow Instructions” means the Escrow Instructions being delivered by the Lender to
Escrow Agent concurrently with the delivery of this Agreement to Escrow Agent.
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“Excess Funds” shall have the meaning set forth in Section 1.1(a), below.
“GP Loan” means the loan to Borrower from the sponsor of Borrower’s managing general
partner of California Department of Housing and Community Development of Infill Infrastructure
Grant Multifamily Housing Program funds in the original principal amount of $5,430,084.00.
“Hazardous Materials” means any hazardous or toxic substance, material or waste which
is or becomes regulated by any local governmental authority, the State of California or the United
State Government. Provided, however, the term “Hazardous Materials” shall not include
substances typically used in the ordinary course of developing, operating and maintaining
apartment complexes in California or small amounts of chemicals, cleaning agents and the like
commonly employed in routine household uses in a manner typical of occupants in other similar
properties, provided that such substances are used in compliance with applicable laws.
“HCD MHP Loan” means the permanent loan to Borrower from the California Department
of Housing and Community Development Multifamily Housing Program in the original principal
amount of $4,524,400.00.
“HCD VHHP Loan” means the permanent loan to Borrower from the California
Department of Housing and Community Development Veterans Housing and Homelessness
Prevention Program in the original principal amount of $7,003,410.00.
“HOME and HOME-ARP Loan” means the loan to Borrower from the City of U.S.
Department of Housing and Urban Development HOME and HOME-ARP funds in the original
principal amount of $1,500,000.00.
“HOME and HOME-ARP Note” means a promissory note, in a form and format approved
by the City in the City’s sole discretion, evidencing the HOME and HOME-ARP Loan, executed
by Borrower in favor of the City at Closing.
“Housing Authority” means the Community Development Commission-Housing
Authority of the City of National City.
“Lender Deed of Trust” means the leasehold deed of trust securing the Housing Authority
Loan and the HOME and HOME-ARP Loan, in a form and format approved by the Housing
Authority in the Housing Authority’s sole discretion, which shall be recorded as an encumbrance
against the leasehold interest in the Property prior to the Lender funding any portion of the Housing
Authority Loan or HOME and HOME-ARP Loan.
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“Housing Authority Loan” means the construction and permanent financing loan from
Housing Authority to Borrower in the original principal amount of up to Eight Million and No/100
Dollars ($8,000,000.00).
“Housing Authority Note” means a promissory note, in a form and format approved by the
Housing Authority in the Housing Authority’s sole discretion, evidencing the Housing Authority
Loan, executed by Borrower in favor of the Housing Authority at Closing.
“Partnership Agreement” means the Amended and Restated Agreement of Limited
Partnership of Borrower, dated substantially concurrently herewith.
“Permanent Loan” means the first lien priority permanent loan to Borrower financed by
taxable funds from JP Morgan Chase Bank, N.A., in the original principal amount of
approximately than $4,000,000.00.
“Permitted Transfer” means: (a) a conveyance of a security interest in the Property, the
Project, or a general partner interest in Borrower, or any combination thereof, in connection with
any loan permitted hereunder; (b) the issuance of partnership interests in Borrower equal to 99.99%
of the profits, losses, credits, distributions and other interest in Borrower to Hudson Union Tower
One LP, a Delaware limited partnership, and to Hudson-FM SLP LLC, a Delaware limited liability
company, which entities are the investment partner and special limited partners, respectively, of
Borrower described in Borrower’s Partnership Agreement; (c) the transfer by any of the
Borrower’s limited partners of their interests in the Borrower to an affiliate of the limited partner;
or to any other entity directly or indirectly controlled by Hudson Housing Capital LLC (together
with its successors, the “Investor Sponsor”), or an affiliate thereof; (d) a change in the beneficial
ownership of any of the Borrower’s limited partners so long as such entities remain directly or
indirectly controlled by the Investor Sponsor, or an affiliate thereof; (e) the removal and
replacement of the Borrower’s general partner by a limited partner or an affiliate of the limited
partner of the Borrower pursuant to the Borrower’s Partnership Agreement; (f) any grant of
easement or public dedication made in connection with the approved plans and specifications for
the Project; (g) the transfer of the Property, the Project, or Borrower’s limited partners interest in
Borrower to an affiliate of one or more of Borrower’s general partners pursuant to a right of first
refusal, purchase option or put option under Borrower’s Partnership Agreement; (h) the sublease
of the office space to be located on the seventh floor of one of the buildings in the Project pursuant
to the commercial lease for the same; and/or (i) the lease for occupancy of all or any Affordable
Unit or of the 7th floor commercial space.
“Project” means the two (2) new multifamily affordable housing towers and other
improvements to be constructed by the Borrower on the ground leasehold interest in the Property
(of which one will be a four-story building and the other will be a seven-story building), which
shall include an aggregate of ninety-three (93) Affordable Units, as defined above, one (1)
unrestricted manager’s unit, office space consisting of the entire seventh floor of the seven-story
building, and 45 parking spaces. The Project is to be operated as low income housing.
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“Property” means that certain parcel of real property commonly known as 2313 F Street,
National City, California.
“Regulatory Agreement” means a regulatory agreement, in a form and format approved by
the Lender in the Lender’s sole discretion, which shall restrict the rent and occupancy of all of the
ninety-three (93) Affordable Units for fifty-five (55) years as set forth in the Regulatory
Agreement. The Regulatory Agreement shall require Borrower to pay an annual occupancy
monitoring fees imposed by the Lender.
“Security Agreement” means a Security Agreement, in a form and format approved by the
Lender in the Lender’s sole discretion, which shall be executed by the Lender and Borrower at
Closing.
“Tax Credit Equity” means approximately $31,824,876.00 in the aggregate of equity
generated from an allocation of Federal 4% tax credits to be contributed to Borrower by the
Borrower’s limited partner, subject to upwards and/or downwards adjustment pursuant to the terms
and conditions of the Partnership Agreement.
“Trades Council Funds” means the funding to Borrower from Borrower’s administrative
general partner or its affiliate in the approximate amount of $1,023,977.00 to be used to construct
the office space on the 7th floor of one of the buildings in the Project.
ARTICLE I
Loan Provisions - General
Section 1.1 Construction and Permanent Financing Loan. The Lender will fund the Housing
Authority Loan and the HOME and HOME-ARP Loan to Borrower according to and upon the
terms and conditions set forth in this Agreement. The proceeds of the Housing Authority Loan
and the HOME and HOME-ARP Loan shall be used by Borrower solely to construct and
permanently finance the Project, in accordance with all applicable HUD HOME and HOME-ARP
regulations.
(a) Loan Amounts. The amount of the Housing Authority Loan shall not exceed Eight
Million and No/100 Dollars ($8,000,000.00). The amount of the HOME and HOME-ARP Loan
shall not exceed One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00). In the
event the aggregate amount of the various permanent financing sources exceeds the uses of funds
for the Project as evidenced by the final Cost Certification (“Excess Funds”), then, subject to the
rights of senior lenders, those Excess Funds shall be used in the following order: (i) to fund excess
development costs or the repayment of any outstanding general partner loans made to fund excess
development costs, (ii) to make any necessary adjustment to the total tax credit allocation as may
be required by California Tax Credit Allocation Committee, and (iii) to pay any remaining and
unpaid Deferred Developer Fee and any outstanding Interim Sponsor Loan (which Interim Sponsor
Loan may also be repaid during the construction period to the extent that the Borrower receives
additional soft-debt financing); (iv) 17.37% to pay down the principal balance of the Housing
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Authority Loan plus an additional amount to pay down other soft loans as may be required by such
lenders in proportion to their respective loan amounts and permitted by the California Department
of Housing and Community Development Uniform Multifamily Regulations.. Borrower shall
provide to the Lender copies of the preliminary Cost Certification and the final Cost Certification
prepared by an independent accounting firm not later than five (5) business days after the same are
completed and received in their final form approved by Borrower.
(b) Promissory Notes.
(1) The Housing Authority Loan shall be evidenced by the Housing Authority
Note executed by Borrower, in favor of Housing Authority, in the original principal amount of up
to Eight Million and No/100 Dollars ($8,000,000.00). The HOME and HOME-ARP Loan shall
be evidenced by the HOME and HOME-ARP Note executed by Borrower, in favor of City, in the
original principal amount of up to One Million Five Hundred Thousand and No/100 Dollars
($1,500,000.00). Prior to the timely Completion of Construction of the Project, the Housing
Authority Loan, the Housing Authority Note, HOME and HOME-ARP Loan and HOME and
HOME-ARP Note shall be fully recourse to Borrower. Upon placement of the Project “in service”,
as that term is used for purposes of Section 42 of the Internal Revenue Code of 1986, each of the
Housing Authority Loan, the Housing Authority Note, HOME and HOME-ARP Loan and HOME
and HOME-ARP Note shall be non-recourse to Borrower.
(2) The Housing Authority Note and HOME and HOME-ARP Note shall each
bear simple interest at three percent (3%) per annum from the dates of disbursement. Annual
payments on the Housing Authority Note and HOME and HOME-ARP Note shall be due in
accordance with the Housing Authority Note and HOME and HOME-ARP Note, respectively.
The first payment shall be due on or before May 31, 2027 (for calendar 2026). All principal and
unpaid interest on the Housing Authority Note and HOME and HOME-ARP Note shall be due and
payable to the Housing Authority on December 31, 2081. Payments under the Housing Authority
Note and HOME and HOME-ARP Note shall be payable from residual receipts as set forth therein,
provided, however, that residual receipts shall be allocated first to the Housing Authority Note
until paid in full, then to the HOME and HOME-ARP Note until paid in full. The residual receipts
shall be calculated as specifically set forth in the Housing Authority Note and HOME and HOME-
ARP Note. The principal and interest evidenced by the Housing Authority Note and HOME and
HOME-ARP Note may be prepaid in whole or in part at any time and from time to time, without
notice, premium or penalty. Any prepayment shall be allocated first to unpaid interest and then to
principal. The obligations of Borrower under the Regulatory Agreement shall be independent of,
and in addition to, Borrower’s obligations under this Agreement, and repayment of the Housing
Authority Note and HOME and HOME-ARP Note shall not terminate or otherwise affect the
Regulatory Agreement.
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(3) Should Borrower agree to or actually sell, convey, transfer, further
encumber or dispose of the ground leasehold interest in the Property or any interest in the same,
except Permitted Transfers hereunder, without first obtaining the written consent of the holders of
the Housing Authority Note and HOME and HOME-ARP Note (i.e., the Lender), which consent
shall be granted or withheld at the reasonable discretion of the holders of the Housing Authority
Note and HOME and HOME-ARP Note, then all obligations secured by the Housing Authority
Note and HOME and HOME-ARP Note may be declared due and payable at the option of the
holders of the Housing Authority Note and HOME and HOME-ARP Note, provided, however,
that the holders of the Housing Authority Note and HOME and HOME-ARP Note has already
consented to the encumbrances against the ground leasehold interest in the Property reflected in
the policy of title insurance issued in favor of the holder of the Housing Authority Note and HOME
and HOME-ARP Note concurrently herewith which is more particularly described in the Escrow
Instructions. The consent to one transaction of this type will not constitute a waiver of the right to
require consent to future or successive transactions. The Regulatory Agreement shall remain in
place for its term of fifty-five (55) years whether or not Housing Authority approves or disapproves
a successor-in-interest.
Section 1.2 - Security.
(a) Lender Deed of Trust. Upon the close of Escrow, Borrower shall execute,
acknowledge, deliver and cause the Lender Deed of Trust to be recorded against the ground
leasehold interest in the Property as security for the Housing Authority Loan and HOME and
HOME-ARP Loan. A copy of this Agreement shall not be attached to and recorded as part of the
Lender Deed of Trust but any breach of or misrepresentation under this Agreement shall, upon the
expiration of any applicable notice and cure period(s), constitute an event of default under the
Lender Deed of Trust. At Closing the Lender Deed of Trust shall be recorded in a position superior
and prior to all encumbrances on the ground leasehold interest in the Property, except that the same
may be subordinated to: (i) the deeds of trust and instruments securing the Construction Loan and
the Permanent Loan (upon its closing and funding), the HCD VHHP Loan and the HCD MHP
Loan); (ii) the regulatory agreements entered into with respect to any bond financing, the City
approvals, the Loan, the GP Loan (which regulatory agreement is a covenant required by the
California Department of Housing and Community Development in connection with the Infill
Infrastructure Grant Program), HCD VHHP Loan, HCD MHP Loan and County Loan; and (iii)
the exceptions to title set forth in the Escrow Instructions. Such subordinations shall be on terms
and conditions acceptable to the Lender in its reasonable discretion.
(b) Additional Security. Borrower shall execute and deliver to Lender the
Environmental Indemnity Agreement and the Security Agreement and such other consents,
certificates, assignments and other documents or instruments as Lender may require.
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Section 1.3 - Subsequent Financing. Except as otherwise set forth herein or the Deed of Trust, no
further loan, deed of trust, or encumbrance, shall be placed by Borrower upon any portion of the
ground leasehold interest in the Property, including without limitation the Project, whether by
refinancing or otherwise, without first obtaining the express written consent of Lender. Any such
unconsented to financing or refinancing shall constitute a material breach of this Agreement.
Further, during any Lender -approved refinancing or subsequent encumbrance, Lender shall be
provided ALTA title insurance or endorsements acceptable to Lender, at the cost and expense of
Borrower. Said written consent shall be at Lender’s sole discretion. Without the express written
consent of Lender such subsequent financing is void. As used in this Agreement, the approval of
the Lender shall mean the approval of the City Manager of National City. In the event the Lender
consents to Borrower’s refinancing, Housing Authority shall subordinate the Housing Authority
Loan and HOME and HOME-ARP Loan to the new senior lender(s).
Section 1.4 - Funding. Lender’s obligation to fund the Housing Authority Loan and HOME and
HOME-ARP Loan shall be and is specifically conditioned upon Borrower closing on the
Construction Loan, Interim Sponsor Loan, GP Loan, Trades Council Funds and County Loan,
Borrower obtaining commitments for the Permanent Loan, HCD VHHP Loan, HCD MHP Loan
and Tax Credit Equity, the Lender approving all documents with respect to the same, the Lender
approving the Partnership Agreement of Borrower, the Lender approving the preliminary title
reports concerning the Property, payment of all taxes due and payable on the Property, issuance of
an ALTA Lender’s policy insuring the Lender Deed of Trust satisfactory to the Lender, satisfaction
of all conditions precedent to Lender’s obligation to fund the Housing Authority Loan and HOME
and HOME-ARP Loan contained in this Agreement, and satisfaction of those conditions set forth
in Section 1.15 of this Agreement. Lender acknowledges that all of such aforementioned
conditions have been satisfied or will be satisfied concurrently with Closing.
Section 1.5 - Regulatory Agreement of Covenants and Restrictions. The obligation of the Lender
to make and fund the Housing Authority Loan and HOME and HOME-ARP Loan is subject to the
execution, and recordation of the Regulatory Agreement against the ground leasehold interest in
the Property. The Regulatory Agreement shall contain housing payment and income level
restrictions for the ninety-three (93) Affordable Units for a period of fifty-five (55) years as set
forth in the Regulatory Agreement and shall restrict the rent and occupancy of the nine (9) floating
HOME Affordable Units and the two (2) floating HOME-ARP Affordable Units in accordance
with 24 C.F.R. Section 92.252 for twenty (20) years under the HOME and HOME-ARP Programs,
commencing on the date all relevant Project completion data is entered into the Department of
Housing and Urban Development’s (“HUD”) Integrated Disbursement and Information System.
The Borrower shall provide the Lender with the street address and apartment number of each
HOME and HOME-ARP Affordable Unit, and shall specifically identify the five (5) fully handicap
accessible Affordable Units plus the two (2) Affordable Units with features for the visually and
hearing impaired, no later than the time of initial occupancy. Each tenant of a floating HOME or
HOME-ARP Affordable Unit shall have a written lease that complies with 24 C.F.R. Section
92.253. The monthly rental rates shall be as set forth in the Regulatory Agreement, subject to
annual modification as set forth in the Regulatory Agreement. Such subordinations shall be on
terms and conditions acceptable to the Lender in its reasonable discretion.
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Section 1.6 - No Partnership or Joint Venture. The relationship between Lender and Borrower
created by this Agreement shall not be one of partnership or joint venture, but rather shall be one
of secured lender and borrower.
Section 1.7 - Insurance. Borrower shall take out and maintain during the term of the Regulatory
Agreement, and Borrower shall cause Borrower’s general contractor and subcontractors to take
out and maintain until Completion of Construction of the Project, a commercial general liability
policy in the amount of not less than $4,000,000 combined single limit policy for the general
contractor and not less than $2,000,000 combined single limit policy for subcontractors, and a
commercial automobile liability policy in the amount of $2,000,000 combined single limit, or such
other policy limits as the Lender may approve in its discretion, including contractual liability, as
shall protect the Borrower and the Lender from claims for such damages covered by the policies;
the policy limits required herein may be achieved through the use of a combination of primary and
umbrella/excess liability policies. Such policies shall be written on an occurrence form. Borrower
shall also furnish or cause to be furnished to the Lender evidence satisfactory to the Lender that
Borrower, and any contractor with whom the Borrower has contracted for the performance of work
on the Project or otherwise pursuant to this Agreement, carries workers’ compensation insurance
as required by law, which shall include a waiver of subrogation endorsement in favor of the Lender.
The Borrower shall furnish a certificate of insurance countersigned by an authorized agent of the
insurance carrier on a form approved by the Lender setting forth the general provisions of the
insurance coverage. This countersigned certificate shall name the Lender and its respective
officers, agents, and employees as additionally insured parties under the policy, and the certificate
shall be accompanied by a duly executed endorsement evidencing such additional insured status.
The certificate and endorsement by the insurance carrier shall contain a statement of obligation on
the part of the carrier to notify the Lender of any material change, cancellation or termination of
the coverage at least thirty (30) days in advance of the effective date of any such material change,
cancellation or termination; should the insurer not be able to afford the Lender such notice, then
responsibility to provide the Lender such notice shall be borne by the Borrower. Coverage
provided hereunder by the Borrower shall be primary insurance and not be contributing with any
insurance maintained by the Lender and the policy shall contain such an endorsement. The
insurance policy or the endorsement shall contain a waiver of subrogation for the benefit of the
Lender. The required certificate shall be furnished by the Borrower prior to Closing. Insurance
shall be written with only insurers authorized to conduct business in California with a current
policy holder’s alphabetic and financial size category rating of not less than A: VII according to
the current Best’s Key Rating Guide or a company of equal financial stability that the Lender
approves. In the event coverage is provided by non-admitted “surplus lines” carriers, they must
be included on the most recent List of Approved Surplus Line Insurers maintained by the
California Department of Insurance and otherwise meet rating requirements set forth herein.
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Section 1.8 - Assignability.
(a) Except for a Permitted Transfer, Borrower may not assign any interest in this
Agreement and shall not transfer any interest in the same (whether by assignment or novation)
without the prior written approval of the Lender. Any assignment without the prior written consent
of the Lender shall be voidable, at the election of the Lender. Further, except for a Permitted
Transfer, Borrower shall not change any of its general partners nor admit new general partners
without the express written consent of Lender, which shall not be unreasonably withheld.
(b) Except to the extent that changes are solely to effectuate a Permitted Transfer or for
amendments that are corrective in nature, Borrower shall not amend, modify, restate, revoke or
rescind its LP-1 or the Partnership Agreement of Borrower or convert to any other type of entity
without the prior written consent of Lender.
Section 1.9 - General Contractor and Subcontracting. The guaranteed not to exceed construction
contract, entered into by Borrower with the general contractor for the construction of the Project
shall be entered into on or before the date of the Closing, and shall be subject to the prior written
approval of the City Manager of National City. Borrower shall be fully responsible to the Lender
for the acts and omissions of the general contractor and its subcontractors, and of persons either
directly or indirectly employed by Borrower. Borrower shall cause the general contractor to name
the Lender as an additional insured on all insurance required to be purchased and maintained by
the general contractor. Certificates of insurance acceptable to Lender shall be filed with Lender
prior to the Closing.
Section 1.10 – Borrower Liability. The Borrower shall be responsible for all injuries to persons
and/or all damages to real or personal property of the Lender or others, caused by or resulting from
the negligence and/or breach of this Agreement, by Borrower, Borrower’s employees, contractors,
subcontractors and/or Borrower’s agents during the construction of, or arising out of, the
construction of the Project and/or the breach of this Agreement, except to the extent arising from
the negligence or willful misconduct of the Lender or any other Indemnified Party. Borrower shall
defend and hold harmless and indemnify the Lender and all officers and employees of the same
from all liabilities, causes of action, demands costs, damages, judgments, expenses and claims
(collectively “Claims”) by any person resulting from the negligence and/or breach of this
Agreement, by Borrower, Borrower’s employees, contractors, subcontractors and/or Borrower’s
agents, arising out of the construction of the Project and/or the breach of this Agreement. Borrower
shall defend any Claims against the Lender at the sole cost and expense of Borrower, with counsel
of the indemnified party’s reasonable choosing that is also consented to by the Borrower’s
insurance carrier(s) when applicable.
Section 1.11 - Ownership of Materials and Documents. Any and all sketches, drawings, tracings,
field survey notes, computations, plans, details and other materials and documents prepared by or
on behalf of Borrower pertaining to the Property and to which Borrower has an ownership interest
shall be the property of Lender upon a default by Borrower under this Agreement, and the
expiration of all applicable notice and cure period(s), and Borrower shall deliver such materials
and documents to Lender whenever requested to do so by Lender. Notwithstanding the foregoing,
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the Lender’s rights to the materials delineated in the immediately preceding sentence shall be
subordinate to the rights of any senior institutional lender or the California Department of Housing
and Community Development with respect to the same. Lender shall have the right to have
duplicate copies of such materials and documents for their file, at the cost and expense of Lender,
upon written request even if Borrower is not in default under the terms of this Agreement.
Section 1.12 - Indemnification.
(a) Environmental Indemnity. Borrower agrees to indemnify, defend and hold the
City, the Housing Authority and all of their respective councilmembers, agents, officers,
representatives, directors and employees (“Indemnified Parties”) harmless from and against any
claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive
damage, or expense, resulting from, arising out of, or based upon any of the following: (i) the
presence, release, use, generation, discharge, storage or disposal of any Hazardous Materials on,
under, in or about, or the transportation of any such Hazardous Materials to or from, the Property
or the Project, or (ii) the violation, or alleged violation, of any applicable statute, ordinance, order,
rule, regulation, permit, judgment or license relating to the use, generation, release, discharge,
storage, disposal or transportation of Hazardous Materials on, under, in or about, to or from, the
Property or the Project. The indemnification of the Indemnified Parties by Borrower set forth in
this Section 1.12 shall apply regardless of when the Hazardous Materials came to be on, under, in
or about the Property or the Project, including without limitation whether the Hazardous Materials
came to be on, under, in or about the Property or the Project prior to Borrower’s acquisition of an
interest in the Property or the Project. This indemnity shall include, without limitation, any
damage, liability, fine, penalty, parallel indemnity after closing cost or expense arising from or out
of any claim, action, suit or proceeding for personal injury (including sickness, disease or death),
tangible or intangible property damage, compensation for lost wages, business income, profits or
other economic loss, damage to the natural resource or the environment, nuisance, contamination,
leak, spill, release or other adverse effect on the environment. The indemnity provided in this
Section 1.12 does not include any condition arising solely from an Indemnified Party’s property
(not as a result of its remedies hereunder) or as a result of the gross negligence or affirmative acts
of the Indemnified Parties. Notwithstanding anything contained in this Agreement to the contrary,
Borrower’s duty to indemnify the Indemnified Parties as set forth in this Section 1.12 shall survive
and remain an outstanding obligation of Borrower after termination of this Agreement.
(b) General Indemnity.
(1) Definitions.
(A) Claims. “Claims” means any Claims as set forth in Section 1.10,
above, or any and all threatened, pending or completed claims, actions, suits, proceedings,
arbitrations, grand jury proceedings or investigations, damages, liabilities, injunctive relief,
injuries to person or property, fines, penalties, causes of action, losses, costs, expenses and
judgments whether civil, criminal, administrative or investigative, and any one or more
appeals therefrom.
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(B) Expenses. “Expenses” means fees, court costs, staff time,
transcripts, reasonable fees of attorneys, reasonable fees of experts, reasonable witness
fees, arbitration fees, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees and all and all other direct or indirect
costs and disbursements associated with any Claims, including without limitation expenses
of establishing a right to indemnification under this Section 1.12.
(C) Indemnified Parties. “Indemnified Parties” shall have the meaning
set forth in Section 1.12(a), above.
(D) Liabilities. “Liabilities” means the obligations (including an
obligation incurred by way of settlement) to pay any judgment, settlement, penalty,
interest, assessment, Claim, cost and fee.
(2) Indemnification. Borrower hereby agrees to indemnify, protect and hold
harmless the Indemnified Parties from and against any and all Claims incurred by or asserted
against any Indemnified Party, which arise directly or indirectly, in whole, in part or in any way,
from the Housing Authority Loan, HOME and HOME-ARP Loan, Regulatory Agreement, the
Property, the ground leasehold interest in the Property, the Project, the Affordable Units or from
any other approval or action whatsoever in connection with the Property, the ground leasehold
interest in the Property or the Project, except to the extent of the gross negligence or willful
misconduct of an Indemnified Party.
(3) Payment of Liabilities and Expenses. Borrower further agrees to pay any
and all Liabilities and Expenses incurred by any and all Indemnified Parties with respect to any
Claims which arise directly or indirectly, in whole, in part or in any way from the Housing
Authority Loan, HOME and HOME-ARP Loan, the Property, the ground leasehold interest in the
Property, the Project, the Affordable Units or from any other approval or action whatsoever in
connection with the Project, except to the extent of the gross negligence or willful misconduct of
an Indemnified Party.
(4) Separate Rights of Action. A separate right of action hereunder shall arise
each time each Indemnified Party acquires knowledge of any matters described herein. Separate
and successive actions may be brought hereunder to enforce any of the provisions hereof at any
time and from time to time. No action hereunder shall preclude any subsequent action.
(5) Right to Defend. Each Indemnified Party shall have the right, but not the
obligation, to conduct its own defense with respect to any Claims and to retain legal counsel of its
own choosing. Borrower shall pay for or reimburse any such Indemnified Party for any and all
Expenses and Liabilities incurred by such Indemnified Party, as such Expenses and Liabilities are
incurred. An Indemnified Party’s election to defend itself as provided in this Section, shall not in
any way limit the Borrower’s obligation to reimburse and pay for any and all Liabilities and
Expenses incurred by the Indemnified Parties with respect to any Claims; provided, however, any
Indemnified Party may elect in its sole discretion to demand that the Borrower defend and pay all
Expenses with respect to any Claims, provided the Claims if determined adversely to such
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Indemnified Party, would be covered by the foregoing indemnification provisions. Upon any such
demand by any Indemnified Party, Borrower shall defend and pay all Expenses and Liabilities
with respect to such Claims; such defense shall be at the Borrower’s sole cost and expense and by
counsel reasonably approved by such Indemnified Party.
(6) Survival. Borrower’s duty to indemnify shall survive and remain an
outstanding obligation of Borrower upon the termination of this Agreement.
Section 1.13 - Termination. This Agreement and the relationship created herein shall terminate
upon full satisfaction of all of Borrower’s obligations, and those of Borrower’s successors, if
approved by the Lender, under this Agreement. The obligations of Borrower include, but are not
limited to, those obligations arising under the Regulatory Agreement, the provisions of which shall
survive repayment of the Housing Authority Loan and HOME and HOME-ARP Loan.
Section 1.14 - Default by Borrower.
(a) Notwithstanding anything to the contrary set forth herein, in the event of a material
default by Borrower in the performance of any of the terms, covenants and conditions contained
in this Agreement, the Housing Authority Note, HOME and HOME-ARP Note, the Lender Deed
of Trust, the Regulatory Agreement or the Security Agreement after expiration of the cure period
set forth in Section 1.14(b) or 1.14(c) hereof, or as a result of a default past any applicable notice
and cure period under any prior or junior note secured by an encumbrance on the Property, the
ground leasehold interest in the Property, or any portion of it, or any note or deed of trust given in
conjunction herewith relating to the Property, or in the event of the filing of a bankruptcy
proceeding by or against Borrower which is not dismissed within one hundred twenty (120) days,
all sums disbursed or advanced by Lender, plus interest, shall at the option of Lender immediately
become due and payable and Lender shall have no obligation to disburse any further funds, or
otherwise, and Lender shall be released from any and all obligations to Borrower under the terms
of this Agreement. These remedies shall be in addition to any and all other rights and remedies
available to Lender, either at law or in equity.
(b) If a non-monetary event of default occurs under the terms of this Agreement, the
Housing Authority Note, HOME and HOME-ARP Note, the Lender Deed of Trust, the Regulatory
Agreement or the Security Agreement, prior to exercising any remedies hereunder or thereunder,
the Lender shall give Borrower written notice of such default indicating in reasonable detail the
nature of the default. If the default is capable of being cured within ninety (90) calendar days after
such notice is received or deemed received, Borrower shall have such period to effect a cure prior
to exercise of remedies by the Lender. If the default is such that it is not capable of being cured
within ninety (90) days in the Lender’s reasonable discretion and Borrower (i) initiates corrective
action within said period, and (ii) diligently and in good faith works to effect a cure as soon as
possible, then Borrower shall have such additional time as the Lender determines, in its reasonable
discretion, is necessary to cure the default prior to exercise of any remedies by the Lender. If such
default is not timely cured, then the Lender may proceed with all or any of its rights and remedies
as set forth herein, in the Regulatory Agreement and/or the Lender Deed of Trust.
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(c) In the event of any monetary default by the Borrower under the terms of this
Agreement, the Housing Authority Note, HOME and HOME-ARP Note, the Lender Deed of Trust,
the Regulatory Agreement or the Security Agreement, the Lender shall give Borrower a thirty (30)
day written notice of default, during which time the Borrower shall have the ability to cure the
monetary default. If the default is not timely cured, the Lender may proceed with all rights and
remedies under the terms of the Housing Authority Loan or at law.
(d) Notwithstanding anything to the contrary contained herein, the Lender hereby
agrees that Borrower’s limited partners shall each have the right, but not the obligation, to cure
any defaults of the Borrower hereunder, or under the Housing Authority Note, HOME and HOME-
ARP Note, the Lender Deed of Trust, the Security Agreement, Regulatory Agreement, and the
Lender agrees to accept cures tendered by Borrower’s limited partners on behalf of the Borrower
within the applicable cure periods set forth herein or therein.
Section 1.15 - Conditions to Lender Obligations. The obligation of Lender to make and fund the
Housing Authority Loan and HOME and HOME-ARP Loan is subject to satisfaction of all of the
conditions set forth in this Section 1.15, which may be satisfied concurrently with Closing.
(a) Closing on the Ground Lease. The Borrower shall have acquired, or will
concurrently with the Closing acquire, the ground lease interest in the Property.
(b) Execution of Documents. This Agreement, the Housing Authority Note, HOME
and HOME-ARP Note, Lender Deed of Trust, Security Agreement, Environmental Indemnity
Agreement and Regulatory Agreement, fully executed by the Borrower, shall have been delivered
to the Escrow Agent along with all other fully executed security documents and instruments
provided for herein and/or as required by Lender.
(c) Commitment to Issue Title Policy. The Escrow Agent shall be irrevocably
committed to issue and deliver to the Lender a standard form ALTA Lender’s Policy of Title
Insurance, insuring Lender’s security interest in the ground leasehold interest in the Property under
the Lender Deed of Trust in an amount equal to the aggregate original principal amounts of the
Housing Authority Loan and HOME and HOME-ARP Loan. Which ALTA Lender’s Policy of
Title Insurance shall be paid for by Borrower.
(d) Compliance with Obligations. Borrower shall have strictly complied with, and
performed, all terms and conditions of the documents executed by Borrower in connection with
this Agreement.
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(e) Financing. Borrower shall have closed on, or will concurrently with the Closing
close on, the Construction Loan, Interim Sponsor Loan, GP Loan, Trades Council Funds and
County Loan, and Borrower shall have obtained commitments for the Permanent Loan, HCD
VHHP Loan, HCD MHP Loan and Tax Credit Equity, and the Lender shall have reviewed and
approved all documentation with respect to the same.
(f) Partnership Agreement. The Lender shall have approved the Borrower’s
partnership agreement.
(g) Borrower’s Payment of Escrow Fees. Borrower has paid an amount into Escrow,
which is sufficient to pay for all costs associated with such escrow, including without limitation
title fees, escrow fees, closing costs and carrying costs.
(h) Construction Contract. The guaranteed not to exceed construction contract for the
Project, acceptable to Lender, shall have been executed by the Borrower and the general
contractor(s).
(i) ALTA Survey. The Lender shall have approved the ALTA survey of the Property.
(j) Insurance Certificates. The Borrower shall have delivered all certificates of
insurance and additional insured endorsements.
(k) Final Proforma. The Borrower shall have delivered and the Lender shall have
approved the final construction closing financial proforma for the Project (the “Final Proforma”).
To the extent the Final Proforma has different amounts for the Construction Loan, Permanent
Loan, Trades Council Funds, Developer Fee (including any Deferred Developer Fee), and, Project
reserves, the numbers in the Final Proforma shall control over any inconsistencies in this
Agreement.
(l) NEPA Clearance. The parties agree and acknowledge that this Agreement
constitutes a conditional reservation and does not represent a final commitment of HOME or
HOME-ARP funds or site approval under 24 CFR Part 58 of the National Environmental Policy
Act (NEPA). HOME and HOME-ARP funds constitute a portion of the funding for the Project,
and a final reservation of HOME and HOME-ARP funds shall occur only upon satisfactory
completion of environmental review and receipt by the City of a Release Of Funds from the U.S.
Department of Housing and Urban Development under 24 CFR Part 58 of NEPA. The obligation
of City to make and fund the HOME and HOME-ARP Loan is conditioned upon the City’s
determination to proceed with, modify or cancel the Project based on the results of subsequent
environmental review under NEPA. By execution of this Agreement, Borrower acknowledges
that Borrower has no legal claim to any amount of HOME and HOME-ARP funds to be used for
the Project or Property unless and until the Property and Project receive environmental clearance
under NEPA. Borrower is prohibited from undertaking or committing any funds to physical or
choice-limiting actions, prior to environmental clearance under NEPA. Violation of this provision
may result in denial of any HOME and HOME-ARP Loan funds to the Project
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Section 1.16 - Borrower’s Representations and Warranties. Borrower represents and warrants to
the Lender that:
(a) Borrower is a validly and lawfully formed limited partnership, is in good standing
under California law and will remain such for the term of this Agreement.
(b) Execution of this Agreement, the Lender Deed of Trust, Housing Authority Note,
HOME and HOME-ARP Note and all other documents executed in conjunction herewith have
been duly authorized by Borrower, and such execution shall not result with the passage of time or
the giving of notice or both in breach of or in acceleration of performance under any contract or
document to which Borrower may be a party.
(c) All required approvals have been obtained in connection with Borrower’s execution
of this Agreement, and all related agreements and documents to the effect that no breach of or
acceleration of performance under any agreement or document to which Borrower is a party will
result from such execution.
(d) Funds advanced by Lender pursuant to the Housing Authority Loan and HOME
and HOME-ARP Loan are advanced wholly for the benefit of Borrower.
(e) The principal and interest due and payable under the Housing Authority Loan and
HOME and HOME-ARP Loan are subject to the terms and conditions of this Agreement, any other
security documents or instruments provided for herein.
(f) Funds advanced by Lender pursuant to the Housing Authority Loan and HOME
and HOME-ARP Loan shall be used solely for the construction and permanent financing of the
Project, but shall not be expended to fund construction, repairs, maintenance or the operation of
any commercial portion of the Property.
(g) Any default by Borrower under the terms of this Agreement shall not relieve
Borrower from any obligation to correct any incomplete, inaccurate, or defective work at no further
cost to Lender, when such inaccuracies, defects and incomplete work are due to Borrower’s fault,
including the fault of Borrower’s subcontractors, agents, partners, joint venturers and employees.
(h) Borrower shall comply with the Regulatory Agreement at all times during the term
of the Regulatory Agreement.
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Section 1.17 Affordability Provisions.
(a) Execution of Regulatory Agreement. Borrower agrees to execute the Regulatory
Agreement and to cause it to be recorded against the ground leasehold interest in the Property,
assuring compliance with the affordability provisions of this Agreement. The Regulatory
Agreement shall be binding and enforceable against all heirs, successors and assigns of Borrower.
(b) Term of Affordability. Borrower agrees that the ground leasehold interest in the
Property shall remain affordable and subject to the Regulatory Agreement until December 31,
2081.
(c) Cross-Default With the Regulatory Agreement. Borrower and its successors in
interest to the Project and/or the ground leasehold interest in the Property shall strictly comply
with all of the terms and conditions of the Regulatory Agreement. Any default under the
Regulatory Agreement, which continues uncured after any applicable notice and cure period
provided in the Regulatory Agreement, shall be a default under this Agreement, the Housing
Authority Note, HOME and HOME-ARP Note and the Lender Deed of Trust.
Section 1.18 - Lender Approval of Property Manager. At all times that any portion of the Housing
Authority Loan or HOME and HOME-ARP Loan remains unpaid and outstanding and/or the
Regulatory Agreement is in force and effect, and Lender has served a thirty (30) day written notice
of deficiencies in the property management for the Project, the Regulatory Agreement or any
document executed in conjunction herewith, which deficiencies have not been rectified by
Borrower, within the thirty (30) day period (unless such deficiency is not capable of being cured
within such thirty (30) day period, then such amount of time as Lender determines is needed, not
to exceed one hundred twenty (120) days unless otherwise approved by the Lender, provided
Borrower commences cure within such thirty (30) day period and continues to diligently pursue
cure of such deficiency), then, Lender shall have the right, but not the duty, in its reasonable
discretion, subject to any approval rights of the senior lender, and upon an additional thirty (30)
days written notice: (i) to require and approve, in advance and in writing, the retention of a
professional property management firm, to manage the Project including the terms of the contract
governing such retention, which such approval shall not to be unreasonably withheld or delayed;
and (ii) to require Borrower to terminate any such property management firm for reasons to be
specified in writing to Borrower by Lender not less than sixty (60) days in advance, provided that
such termination shall comply with the termination provisions of the management contract in
question. Borrower shall cooperate with Lender to effectuate Lender’s rights. The Lender
approves of Hyder & Company as the initial property management firm.
Section 1.19 - Usury. If a court of competent jurisdiction determines, by way of final unappealable
order or judgment, that the interest rate charged under the Housing Authority Note or HOME and
HOME-ARP Note is usurious, then such rate shall automatically and retroactively be reduced to
the maximum rate allowed under applicable law.
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Section 1.20 - Remedies.
(a) Contract Governed by Laws of the State of California. This Agreement, the
performance of this Agreement, and all suits and special proceedings under this Agreement, shall
be constituted in accordance with the laws of the State of California and Federal law, to the extent
applicable. In any action, special proceeding, or other proceeding that may be brought arising out
of, under or because of this Agreement, the laws of the State of California and the United States,
to the extent applicable, shall govern to the exclusion of the law of any other forum, without regard
to the jurisdiction in which the action or special proceeding may be instituted.
(b) Standing, Equitable Remedies; Cumulative Remedies. Borrower expressly agrees
and declares that Lender shall be the proper party and shall have standing to initiate and pursue
any and all actions or proceedings, at law or in equity, including but not limited to foreclosure
under any security instrument securing performance hereunder, to enforce the provisions hereof
and/or to recover damages for any default hereunder, which default continues uncured after any
applicable notice and cure period, notwithstanding the fact that such damages or the detriment
arising from such a default may have actually been suffered by some other person or by the public
at large. Further, Borrower expressly agrees that receivership, injunctive relief and specific
performance are proper pre-trial and/or post-trial remedies hereunder, and that, upon any default,
which default continues uncured after any applicable notice and cure period, a receiver may be
appointed by the court to take control of the Project and to assure compliance with this Agreement.
Nothing in this subparagraph, and no recovery by the Lender, shall restrict or limit the rights or
remedies of persons or entities other than the Lender, against Borrower in connection with the
same or related acts by Borrower. The remedies set forth in this Section are cumulative and not
mutually exclusive, except the extent that their award is specifically determined to be duplicative
by final order of a court of competent jurisdiction.
(c) Remedies at Law for Breach of Operating Restrictions. In the event of any default
under this Agreement regarding restrictions on the operation and the transfer of the Project, after
expiration of all applicable notice and cure periods, Lender shall be entitled to, in addition to any
and all other remedies available at law or in equity: (i) declare the Housing Authority Loan and
HOME and HOME-ARP Loan to be all due and payable; and (ii) recover compensatory damages.
If the default in question involves the violation of Section 1.17, above, including without limitation
a default under the Regulatory Agreement, the amount of such compensatory damages shall be the
product of multiplying (A) the number of months that the default in question has continued until
the time of trial by (B) the result of subtracting the rents properly chargeable hereunder for the
Affordable Unit(s) in question from the amount actually charged. Borrower and Lender agree that
it would be extremely difficult or impracticable to ascertain the precise amount of actual damages
accruing to Lender as a result of such a default and that the foregoing formula is a fair and
reasonable method of approximating such damages. Lender shall be entitled to seek and to recover
damages in separate actions for successive, separate breaches which may occur. Further, interest
shall accrue on the amount of such damages from the date of the breach in question at the rate of
ten percent (10%) per annum or the maximum rate then allowed by law, whichever is less. Nothing
in this section shall preclude the award of exemplary damages as allowed by law.
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Section 1.21 - Developer Fee and Management Fees. The total developer fee shall not exceed
$8,870,697.00 (the “Developer Fee”). Of the Developer Fee, a maximum of $1,600,000.00 may
be deferred (“Deferred Developer Fee”). Any Deferred Developer Fee is payable out of the
Borrower’s cash flows and treated as an operating expense for purposes of calculating Residual
Receipts, as defined in the Housing Authority Note and HOME and HOME-ARP Note.
Section 1.22 - Reserves. Borrower shall maintain the reserves set forth below during the term of
the Regulatory Agreement. Failure to maintain such reserves shall constitute a material default
under this Agreement.
(a) Operating Reserve. An operating reserve for the Project of not less than
$305,812.00 shall be capitalized upon funding of the Permanent Loan and used to fund operating
shortfalls and, following the achievement of a minimum annual debt service ratio of 1.15 for three
(3) consecutive years following stabilized occupancy, to pay Deferred Developer Fee. The
operating reserve shall be maintained for the entire terms of the Housing Authority Loan and
HOME and HOME-ARP Loan and may be satisfied by an Operating Reserve established pursuant
to the Borrower’s Partnership Agreement or required by a senior lender.
(b) Replacement Reserve. Annually, beginning with the first year after the Project is
placed “in service” (as such term is used in 26 U.S.C. §42) and each year thereafter, $47,000.00
shall be set aside as a replacement reserve for the Project and may be satisfied by an Replacement
Reserve established pursuant to the Borrower’s Partnership Agreement or required by a senior
lender.
(c) Additional Requirements Applicable to the Reserves. Each reserve shall be
maintained in a separate account which account may be held by a senior lender. No disbursements
from any reserve in excess of $10,000 annually or $100,000 in the aggregate shall be made without
the express written consent of the City Manager of National City, or designee, not to be
unreasonably withheld, conditioned or delayed. Borrower shall account to Lender for any monies
expended from the reserves, in a form as approved by Lender.
Section 1.23 - Completion of Construction. Completion of Construction of the Project shall be
achieved and the Project shall be placed “in service” (as such term is used in 26 U.S.C. §42) on
or before December 31, 2026. Time is of the essence. Failure to comply with this requirement
shall constitute a material default under the terms of this Agreement.
Section 1.24 - Removal of General Partner by the Lender. At all times that any portion of the
Housing Authority Loan or HOME and HOME-ARP Loan remains unpaid and/or the Regulatory
Agreement is in force and effect and the Lender has served a thirty (30) day written notice of
deficiencies in the duties of the general partner of the Borrower, which deficiencies have not been
rectified by Borrower, in the Lender’s reasonable discretion, within the thirty (30) day period
(unless such deficiency is not capable of being cured within such thirty (30) day period, then such
amount of time as Lender reasonably determines is needed, not to exceed one hundred twenty
(120) days, provided Borrower commences cure within such thirty (30) day period and continues
to diligently pursue cure), then, the Lender shall have the right, but not the duty, in the Lender’s
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reasonable discretion and upon an additional thirty (30) days written notice (i) to require the
removal of the general partner and the termination of the general partner’s interest in the Borrower;
and (ii) to require that Borrower admit a replacement general partner, acceptable to the Lender in
its reasonable discretion, provided, however that a replacement of the general partner with an
affiliate of the Borrower’s limited partner shall not require Lender approval. Borrower shall
cooperate with the Lender to effectuate the Lender’s rights
Section 1.25 - Funding Mechanism; Disbursements. The Lender’s obligation to fund the Housing
Authority Loan and HOME and HOME-ARP Loan shall be and is specifically conditioned upon
Borrower satisfying all of the conditions set forth in this Agreement.
(a) Disbursements. The Housing Authority Loan and HOME and HOME-ARP Loan
shall be disbursed pursuant to written draw requests submitted by the Borrower to the Lender
supported by such back up documentation as the Lender requires. Disbursements of approved
draws shall be conditioned upon the receipt of lien release(s) from the general contractor and any
applicable subcontractors for the work performed and contained within the draw request or
evidence of an adequate bond or other security reasonably acceptable to the Lender.
(b) Limit on Effect of Approval. Review and/or approval of any work by the fund
control, disbursement of monies pursuant to a draw request, or any Lender review and/or approval
of the Construction Loan and/or work shall be understood to be general review and/or approval
only, and shall not relieve Borrower of the responsibility to design, engineer, and construct the
Project in accordance with all applicable laws, codes, regulations, and good design, construction,
and engineering practice. Any deficiencies or defects shall be corrected at Borrower’s cost and
expense and without any cost to the Lender. Disbursements of approved draws shall be
conditioned upon the receipt of lien release(s) from the general contractor and any applicable
subcontractors for the work performed and contained within the draw request.
ARTICLE II
Specific Loan Provisions
Section 2.1 - Conditions to Lender Obligations and Borrower Representations and Warranties.
(a) Interest of Current or Former Members, Officers or Employees. Borrower
represents and warrants that no member, officer, or employee of Borrower, no member of the
governing body of the locality in which Lender was activated, or other public official of such
locality or localities who exercises any functions or responsibilities with respect to this Agreement,
has or shall have during his or her tenure, or for one year thereafter, have any interest, direct or
indirect, in this Agreement or the proceeds thereof. Any violation of this section may, at the option
of Lender, result in unilateral and immediate termination of this Agreement by Lender. Further,
the contractor, who rehabilitates and constructs the Project, agrees to comply with all of the
Conflict of Interest provisions contained in 24 C.F.R. §92.356.
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(b) Unsecured Environmental Indemnity. Borrower shall enter into the Unsecured
Environmental Indemnity Agreement in favor of Lender and shall name the Lender as a named
additional insured on its insurance policies.
(c) Title Policy. Borrower, shall, at Borrower’s sole cost and expense, obtain an ALTA
lender’s policy naming Lender as a named insured, and insuring that Lender’s interest is subject
to no superior liens, encumbrances, special assessments or taxes, except as approved by Lender.
(d) Construction. Lender shall be entitled to review, inspect and approve, without
liability, all of the construction of the Project. All construction shall be performed substantially in
accordance with the plans and specifications approved by the Lender in accordance with Section
2.2 of this Agreement, without liability to Lender for review and observation of the construction.
Any deficiencies in construction shall be corrected by the contractor and/or Borrower, upon written
notice from Lender to Borrower, prior to any additional funding of the Housing Authority Loan or
HOME and HOME-ARP Loan and prior to making any additional payments under the construction
contract and/or to any contractor or subcontractors responsible for such deficiency until such
correction is completed.
(e) Uniform Physical Conditions Standards. Borrower represents and warrants that
after completion, the Project and all of the Affordable Units, including the HOME and HOME-
ARP Affordable Units in: (i) a decent, safe and sanitary condition, and in good repair as described
in 24 C.F.R. Section 5.703; and (ii) in a manner which satisfies the Uniform Physical Conditions
Standards promulgated by the Department of Housing and Urban Development (24 C.F.R.
§5.705), as such standards are interpreted and enforced by Lender under its normal policies and
procedures. Borrower warrants that all rehabilitation and construction shall meet or exceed the
applicable local codes and construction standards, including zoning and building codes of the City
of National City as well as the provisions of the Model Energy Code published by the Council of
American Building Officials. Borrower hereby consents to periodic inspection by Lender’s
designated inspectors and/or designees during regular business hours, including the Code
Enforcement Agents of the City of National City, to assure compliance with all applicable zoning,
building codes, regulations, and property standards. Borrower agrees to comply with the
provisions of 24 C.F.R. §92.251, whether or not contained in this Section.
(f) Limitation of Use of Funds for Religious Purposes. Borrower represents and
warrants that Borrower will fully comply with any and all requirements and limitations contained
in 24 C.F.R. §92.257, as amended, from time to time. Borrower further represents, warrants and
agrees that no funds will be used for any purpose proscribed in 24 C.F.R. §92.257, as amended.
(g) Administrative Requirements. Borrower shall strictly comply with the
administrative requirements that are applicable to Borrower contained within 24 C.F.R. Section
92.505, including, but not limited to, the requirements of OMB Circular No. A-87 and the
applicable requirements of 2 C.F.R. Part 200. Further, Borrower covenants (if it is a nonprofit
organization) to comply with the OMB Circular No. A-122 and the applicable provisions of OMB
Circular No. A-110. Copies of said OMB Circulars are on file in the offices of Lender and are
available for inspection and copying by Borrower. Borrower further agrees that should the
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administrative requirements contained in 24 C.F.R. Section 92.505 be amended and/or changed
from time to time by HUD, that Borrower will comply with the terms and conditions of such
changed and/or amended administrative requirements. The HOME and HOME-ARP funds shall
be closed out in accordance with 2 C.F.R. Part 200, Subpart D, as required by 24 C.F.R. Section
92.507.
(h) Records and Reports. Borrower shall supply the Lender, annually, no later than
June 30th, of each year during the term of this Agreement, for the calendar year ending the
immediately previous December 31st, with such records and reports as are required and are
requested by the Lender to aid in complying with the reports and record keeping provisions, terms
and conditions of 24 C.F.R. §§92.508 and 92.509, as amended from time to time, and any and all
other requirements of this Agreement. The records and reports include (to the extent applicable),
but are not limited to the following:
(1) Amount of funds expended pursuant to this Agreement;
(2) Eligible tenant information, including yearly income verifications;
(3) Housing payments charged to resident tenants, to the extent applicable;
(4) On-site inspection results;
(5) Affirmative marketing records;
(6) Insurance policies and notices;
(7) Equal Employment Opportunity and Fair Housing records;
(8) Labor costs and records;
(9) An audited income and expense statement and balance sheet for Borrower;
(10) An audited income and expense statement, balance sheet and statement of
cash flows for the Project;
(11) A management plan for the calendar year in which the report is prepared
showing anticipated rental income, other income, expenses, anticipated
repairs and replacements to the Project, timing of such repairs and
replacements, insurance maintained on behalf of the Project, and such other
matters as the Lender shall require, in the Lender’s sole discretion;
(12) Federal and State income tax returns for the calendar year, ending on the
preceding December 31st;
(13) Annual budget of reserves for repair and replacement;
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(14) Annual certification and representation regarding status of all loans,
encumbrances and taxes;
(15) Annual statement regarding condition of the Property and Project and
disclosing any known defects;
(16) A financial audit in accordance with section 2 C.F.R. Part 200 Subpart F if
required by HUD pursuant to 24 C.F.R. Section 92.506;
(17) Residual receipts computation on the approved Lender form;
(18) A report or reports, certifying compliance with the terms and provisions of
the Section 3 requirements, as set forth in this Agreement and certifying
compliance with the provisions of federal law as it relates to Section 3,
whether or not specifically set forth in this Agreement;
(19) Information on rents and occupancy of HOME and HOME-ARP Affordable
Units to demonstrate compliance with 24 C.F.R. §92.252, including
information regarding floating HOME and HOME-ARP Affordable Unit
substitutions and filling vacancies so that the Project remains in compliance
with HOME and HOME-ARP rental occupancy requirements; and
(20) Such other and further information and records as the Lender shall request
in writing from Borrower.
NOTE: As to items (9), (10), and (12), drafts may be initially submitted if the final
documents are not available at the stated deadline(s). However, final documents must be submitted
when available.
Time is of the essence in supplying each and every report required to be supplied to the
Lender. The parties agree that a fee of $25.00 per day shall be paid by Borrower to the Lender for
each day that each report is delinquent. The parties agree that multiple fees may be charged at any
one time, depending upon the number of reports and/or information that is delinquent.
The parties agree that a fee of $25.00 per day, per report and/or information is a reasonable
estimation of the damages that will accrue to the Lender as a result of the failure of Borrower to
timely submit the required information and/or reports and that said fees shall be treated as
liquidated damages by the parties, in anticipation of the damages that will be incurred by the
Lender as a result of a breach by Borrower. The parties further agree that it would be difficult, if
not impossible, to determine the exact actual amount of damages suffered by the Lender in the
event of a breach by Borrower in the reporting requirements of this Agreement. Notwithstanding
the foregoing or anything to the contrary contained herein, the Lender shall give Borrower prior
written notice of any report and/or information that Borrower has failed to provide the Lender
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pursuant to this Section and Borrower shall have thirty (30) days to provide such report and/or
information to the Lender prior to the assessment of any liquidated damages.
(i) Monitoring of Project Activities. Borrower agrees to allow the Lender upon prior
written notice and during regular business hours, such reasonable access to review and inspect
Borrower’s activities under this Agreement as the Lender shall require to perform its monitoring
duties under the Regulatory Agreement. The Lender shall monitor Borrower’s activities without
liability for said inspection and review.
(j) Federal and State Requirements. The Borrower and the Project shall comply with
all applicable portions of 24 C.F.R. Part 24, Subpart F. Borrower represents, warrants and agrees
that, unless otherwise approved by the Lender, Borrower will fully comply, during the term of this
Agreement, with any and all applicable HOME and HOME-ARP requirements including, but not
limited to the requirements of 24 C.F.R. Part 92, 24 C.F.R. §§92.351 (Affirmative Marketing),
92.352 (Environmental Review), 92.353 (Displacement, Relocation and Acquisition Residential,
Antidisplacement and Relocation Plan), 92.354 (Labor), and 92.356 (Conflict of Interest).
Borrower further warrants, represents and agrees that should said Program requirements be
changed by HUD, from time to time, that Borrower will comply with said changed and amended
regulations if and to the extent applicable. Notwithstanding the foregoing, the Lender has not
imposed, and nothing in this agreement shall be construed as imposing, any independent prevailing
wage requirements that are different from those imposed by applicable Federal or State law.
(k) Affirmative Marketing. Borrower shall, at all times during the term of this
Agreement, comply with all of the provisions of 24 C.F.R. §92.351 and the affirmative marketing
procedures adopted by the Lender, including, but not limited to, all requirements and procedures
referenced in said 24 C.F.R. §92.351(b), amended from time to time. Borrower shall maintain
records to verify compliance with the applicable affirmative marketing procedures and
compliance. Such records are subject to inspection by the Lender during regular business hours
upon five (5) days written notice.
(l) Nondiscrimination, Equal Opportunity and Fair Housing Programs. Borrower shall
comply with all applicable Federal requirements set forth in 24 C.F.R. part 5, subpart A. During
the term of this Agreement, Borrower agrees as follows:
(1) Nondiscrimination and Equal Opportunity. Borrower shall comply with all
applicable requirements of: The Fair Housing Act (42 U.S.C. §§3601-19) and implementing
regulations at 24 C.F.R. part 100 et seq.; Executive Order 11063, as amended by Executive Order
12259 (3 C.F.R., 1959-1963 Comp., p. 652 and 3 C.F.R., 1980 Comp., p. 307) (Equal Opportunity
in Housing Programs) and implementing regulations at 24 C.F.R. part 107; title VI of the Civil
Rights Act of 1964 (42 U.S.C. §§2000d-2000d-4) (Nondiscrimination in Federally Assisted
Programs) and implementing regulations at 24 C.F.R. part 1; the Age Discrimination Act of 1975
(42 U.S.C. §§6101-6107) and implementing regulations at 24 C.F.R. part 146; section 504 of the
Rehabilitation Act of 1973 (29 U.S.C. §794) and implementing regulations at part 8 of this title;
title II of the Americans with Disabilities Act, 42 U.S.C. §§12101 et seq.; 24 C.F.R. part 8; section
3 of the Housing and Urban Development Act of 1968 (12 U.S.C. §1701u) and implementing
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regulations at 24 C.F.R. part 135; Executive Order 11246, as amended by Executive Orders 11375,
11478, 12086, and 12107 (3 C.F.R., 1964-1965 Comp., p. 339; 3 C.F.R., 1966-1970 Comp., p.
684; 3 C.F.R., 1966-1970 Comp., p. 803; 3 C.F.R., 1978 Comp., p. 230; and 3 C.F.R., 1978 Comp.,
p. 264, respectively) (Equal Employment Opportunity Programs) and implementing regulations at
41 C.F.R. chapter 60; Executive Order 11625, as amended by Executive Order 12007 (3 C.F.R.,
1971-1975 Comp., p. 616 and 3 C.F.R., 1977 Comp., p. 139) (Minority Business Enterprises);
Executive Order 12432 (3 C.F.R., 1983 Comp., p. 198) (Minority Business Enterprise
Development); and Executive Order 12138, as amended by Executive Order 12608 (3 C.F.R., 1977
Comp., p. 393 and 3 C.F.R., 1987 Comp., p. 245) (Women’s Business Enterprise).
(2) Borrower will not discriminate against any employee, person, or applicant
for employment and/or housing because of race, sexual orientation, gender identity, marital status,
color, religion, sex, handicap, or national origin. Borrower will take affirmative action to ensure
that applicants are employed and/or are housed, and that employees or applicants are treated during
employment and/or housing, without regard to their race, sexual orientation, gender identity,
marital status, color, religion, sex, handicap, or national origin. Such action shall include, but is
not limited to the following: employment, upgrading, demotion, or termination; rates of pay or
other forms of compensation; and selection for training, including apprenticeship. Borrower
agrees to post in conspicuous places, available to employees and applicants for employment,
notices setting forth the provisions of this nondiscrimination clause.
(3) Borrower will, in all solicitations or advertisements for employees and
housing placed by on or behalf of Borrower, state that all qualified applicants will receive
consideration for employment without regard to race, sexual orientation, gender identity, marital
status, color, religion, sex, handicap, or national origin.
(4) Borrower will cause the foregoing provisions to be inserted in all
subcontracts for any work covered by this Agreement so that such provisions will be binding upon
each subcontractor, provided that the foregoing provision shall not apply to contracts or
subcontracts for standard commercial supplies of raw materials.
(5) Borrower hereby agrees to comply with the Title VII of the Civil Rights Act
of 1964, as amended, the California Fair Employment Practices Act, and any other applicable
Federal and State laws and regulations. The Lender will provide technical assistance and copies
of the referenced programs upon request. 24 C.F.R. §92.350.
(6) All activities carried out by Borrower and/or agents of Borrower shall be in
accordance with the requirements of the Federal Fair Housing Act. The Fair Housing Amendments
Act of 1988 became effective on March 12, 1989. The Fair Housing Amendments Act of 1988
and Title VIII of the Civil Rights Act of 1968, taken together, constitute The Fair Housing Act.
The Act provides protection against the following discriminatory housing practices if they are
based on race, sex, religion, color, handicap, familial status, or national origin: denying or refusing
to rent housing, denying or refusing to sell housing, treating differently applicants for housing,
treating residents differently in connection with terms and conditions, advertising a discriminatory
housing preference or limitation, providing false information about the availability of housing,
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harassing, coercing or intimidating people from enjoying or exercising their rights under the Act,
blockbusting for profit, persuading owner to sell or rent housing by telling them that people of a
particular race, religion, etc. are moving into the neighborhood, imposing different terms for loans
for purchasing, constructing, improving, repairing, or maintaining a home, or loans secured by
housing; denying use or participation in real estate services, e.g., brokers’ organizations, multiple
listing services, etc. The Fair Housing Act gives HUD the authority to hold administrative hearings
unless one of the parties elects to have the case heard in U.S. District Court and to issue subpoenas.
Both civil and criminal penalties are provided. The Act also provides protection for people with
disabilities. The following State of California Laws also govern housing discrimination: Fair
Employment and Housing Act, Unruh Civil Rights Act of 1959, Ralph Civil Rights Act of 1976,
and Civil Code Section 54.1.
(7) Equal Access. All of the eleven (11) floating HOME and HOME-ARP
Affordable Units shall be made available without regard to actual or perceived sexual orientation,
gender identity, or marital status. Borrower shall not inquire about the sexual orientation or gender
identity of an applicant for or occupant of any of the eleven (11) floating HOME and HOME-ARP
Affordable Units, for the purpose of determining eligibility for the housing or otherwise making
such housing available. This prohibition on inquiries regarding sexual orientation or gender
identity does not prohibit any individual from voluntarily self-identifying sexual orientation or
gender identity.
(8) Disclosure Requirements. Borrower shall comply with the disclosure
requirements and prohibitions of 31 U.S.C. §1352 and implementing regulations at 24 C.F.R. part
87; and the requirements for funding competitions established by the Department of Housing and
Urban Development Reform Act of 1989 (42 U.S.C. 3531 et seq.).
(m) Labor Requirements. Borrower represents and warrants that during the term of this
Agreement that Borrower will comply with each and every provision and requirement contained
within 24 CFR §92.354, as amended from time to time, to the extent applicable, and will pay not
less than the wages prevailing in the locality, as predetermined by the Secretary of Labor pursuant
to the Davis-Bacon Act (40 U.S.C. §§276a-276a-5), to all laborers and mechanics employed in the
development of any part of the Project in accordance with the terms and provisions of 24 CFR
§92.354 and will comply with the overtime provisions, as applicable, of the Contract Work Hours
and Safety Standards Act (40 U.S.C. §§327-332). Prevailing wages need not be paid to
“Volunteers” or for “Sweat Equity” as defined in 24 CFR §92.354(b) and (c). Furthermore,
Borrower, the general contractor, and any and all subcontractors, shall pay prevailing wages for
all work done with respect to the Project as required by Federal and California law.
(n) Lead Based Paint. Borrower represents and warrants that during the term of the
Agreement that Borrower will comply with each and every provision and requirement contained
within 24 C.F.R. §92.355, as amended from time to time, to the extent applicable.
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(o) Certification Concerning Debarment and Suspension. Borrower shall comply with
the prohibitions at 2 C.F.R. Part 2424 on the use of debarred, suspended, or ineligible contractors
and participants. Borrower represents, warrants and hereby certifies, pursuant to 24 C.F.R.
§92.357, that Borrower will not use a contractor that has been debarred and or suspended, nor that
is proposed for debarment, declared ineligible or voluntarily excluded from participation in the
Project, which is the subject matter of this Agreement. Borrower agrees to execute such further
certification(s) required by the Lender and/or HUD including, if necessary, that certification
included as Appendix B of C.F.R. Part 24, to verify the certification made in this Section 2.1(p).
(p) Flood Insurance. Borrower represents, warrants, and certifies, pursuant to 24
C.F.R. Part 55, that no real property which is the subject of this Agreement, is located within a
Flood Plain or Flood Hazard Zone or Area, as indicated on a FEMA Map; or that the Property is
located within a community participating in the National Flood Insurance Program and Borrower
agrees to purchase and maintain flood insurance for the duration of the term of this Agreement.
(q) Fire Protection and Safety. Borrower represents and warrants that Borrower will
comply with all requirements and regulations of the Fire Administration Act of 1992 and the
Federal Fire and Prevention Control Act. Borrower will use and install all fire and safety related
equipment pursuant to the National Fire Protection Association standards.
(r) Accessibility Standards. The Project and the HOME and HOME-ARP Affordable
Units shall meet the accessibility requirements of 24 C.F.R. part 8, which implements Section 504
of the Rehabilitation Act of 1973 (29 U.S.C. §794), and Titles II and III of the Americans with
Disabilities Act (42 U.S.C. §§12131-12189) implemented at 28 C.F.R. parts 35 and 36, as
applicable. The Project shall also meet the design and construction requirements of 24 C.F.R.
Section 100.205, which implements the Fair Housing Act (42 U.S.C. 3601-3619). Borrower agrees
to comply with all of the provisions of 24 C.F.R. Section 92.251, whether or not contained in this
Section. Borrower represents and warrants that Borrower will comply with all federal, state and
local requirements and regulations that are applicable to the Project concerning access to the units
by the disabled and handicapped persons, including, but not limited to, Section 504 of the
Rehabilitation Act of 1973 and those requirements of the HOME and HOME-ARP Programs
which require that 5% of the units (five (5) of the Affordable Units) shall be fully handicap
accessible and 2% of the units (two (2) of the Affordable Units) shall incorporate features for the
visually and hearing impaired, which units may be designed to serve both accessibility and visual
and hearing requirements in one unit.
(s) Section 3 Requirements. Borrower agrees to comply with and effectuate the
requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12
U.S.C. 1701u (“Section 3”), implemented at 24 C.F.R. Part 75. The purpose of Section 3 is to
ensure that economic opportunities, most importantly employment, generated by HUD financial
assistance shall be directed to low- and very low-income persons, particularly those who are
recipients of government assistance for housing or residents of the community in which Federal
assistance is spent. Consistent with existing federal, state and local laws and
regulations, Borrower and its subcontractor shall ensure that training and employment
opportunities generated by HUD financial assistance or arising in connection with housing
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rehabilitation, housing construction, or other public construction projects are provided to Section
3 workers, and provided in the order of priority set forth at 24 C.F.R. Part 75.9 and Part 75.19.
(t) Drug Free Workplace. Borrower shall comply with all applicable State and Federal
rules, laws and regulations to ensure a drug free workplace at all times during the term of this
Agreement, including the Drug-Free Workplace Act of 1988 (41 U.S.C. 701, et seq.) and HUD’s
implementing regulations at 2 C.F.R. Part 2429. Further, Borrower shall incorporate such federal
provisions as are required in each contract or subcontract that Borrower enters into in connection
with the Project.
(u) Lobbying Prohibition. Borrower hereby certifies to the Lender, under penalty of
perjury, under the terms of applicable federal law, that at all applicable times before, during and
after the term of the Agreement, that:
(i) No Federal appropriated funds have been paid or will be paid, by or on
behalf of Borrower, to any person for influencing or attempting to influence an officer or employee
of Congress, or an employee of a Member of Congress in connection with the awarding of any
Federal contract, the making of any Federal grant, the making of any Federal loan, the entering
into of any cooperative agreement, and the extension, continuation, renewal, amendment, or
modification of any Federal contract, grant, loan or cooperative agreement;
(ii) If any funds other than Federal appropriated funds have been paid to any
person for influencing or attempting to influence an officer or employee of any agency, a Member
of Congress, an officer or employee of Congress, or an employee of a Member of Congress in
connection with this Federal contract, grant, loan or cooperative agreement, Borrower will
complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance
with its instructions;
(iii) Borrower will require that the above stated language be included in the
award documents for all subawards at all tiers, including subcontracts, subgrants, loans, contracts,
and cooperative agreements concerning the subject matter of this Agreement; and
(iv) Further, Borrower and all subrecipients, at all times, shall certify
compliance with the provisions of 31 U.S.C. §1352 and any and all terms and conditions of the
Byrd Anti-Lobbying Amendment, as amended from time to time.
Section 2.2 - Commencement of Construction and Compliance with Plans and Specifications. Not
later than thirty (30) days following the Closing, Borrower shall commence construction of the
Project and shall continue such construction diligently and without substantial delay in a good and
workmanlike manner. Borrower will complete the Project substantially in accordance with the
plans and specifications approved by Lender, including any additional specifications prescribed
by Lender at or before Closing, and in compliance with all requirements of governmental
authorities having or asserting jurisdiction. Completion of Construction of the Project shall be
achieved on or before December 31, 2026. No material change shall be made in the plans and
specifications approved by Lender, including any additional specifications prescribed by Lender,
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without the Lender’s prior written consent. For purposes of this Section, “material change” means
changes which, in aggregate, increase or decrease the construction costs by One Hundred
Thousand Dollars ($100,000.00) or more.
Section 2.3 - No Purchase Under Conditional Sales Agreements, Etc. Except for leased laundry
equipment, solar power equipment and cable television or satellite dish equipment or
telecommunications equipment and except in connection with the lease for commercial space, no
supplies, materials, equipment, fixtures, carpets, appliances, or any part of the Project shall be
purchased or installed under any conditional sales agreement, lease or under any other arrangement
wherein the right is reserved or accrues to anyone to remove or to repossess any such items. It is
expressly agreed that all such items shall be part of the Project.
Section 2.4 - Stoppage of Work by Lender. Lender or the Lender’s agents shall have the right at
all times to enter upon the Project during the period of construction. If the work of construction is
not in material conformance with the plans and specifications, the Lender shall have the right to
stop the work and order the replacement of any unsatisfactory work theretofore incorporated into
the Project, and to instruct fund control to withhold all disbursements from the accounts until the
Lender is satisfied with the work. If the work is not made satisfactory to Lender, in the Lender’s
reasonable discretion, within thirty (30) calendar days from the date of stoppage by Lender, the
same shall constitute a default hereunder. If any unsatisfactory work is such that it is not capable
of being cured within thirty (30) calendar days and Borrower, in Lender’s reasonable discretion,
(i) initiates corrective action within said period, and (ii) diligently and in good faith works to
correct the unsatisfactory work as soon as possible, then Borrower shall have such additional time
as Lender determines, in the Lender’s reasonable discretion, is necessary to cure the unsatisfactory
work prior to exercise of any remedies by Lender.
Section 2.5 - Cessation of Work, Completion by Lender. Subject to force majeure delays, should
the work of constructing the Project cease for a period of sixty (60) consecutive days, specifically
including stoppage by Lender in accordance with Section 2.3 hereof, or should said work for any
reason whatsoever not progress continuously in a manner satisfactory to Lender, then Lender may,
at the Lender’s option and without notice declare Borrower to be in default hereunder, and Lender
may thereupon, should the Lender so elect, take possession of the Project and let contracts for the
completion of the Project and pay the cost thereof, plus a fee of fifteen percent (15%) of the cost
to complete the Project for supervision of construction, disbursing all or any parts of the Housing
Authority Loan and HOME and HOME-ARP Loan for such purposes; and should the cost of
completing the Project plus such fee, exceed the undisbursed aggregate original principal amount
of the Housing Authority Loan and HOME and HOME-ARP Loan, then the amount of such excess
may be expended by Lender, in which event such amount shall be considered an additional loan
to Borrower, and the repayment thereof, together with interest thereon at the rate provided in the
Housing Authority Note, shall be secured by the Lender Deed of Trust and shall be repaid within
thirty (30) days after the completion of the Project, and Borrower agrees to pay the same In
addition to the specific rights and remedies hereinabove mentioned, the Lender shall have the right
to avail itself of any other rights or remedies to which the Lender may be entitled under any existing
law or laws.
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Section 2.6 - Mechanic’s Liens and Notices to Withhold. In the event of the serving upon the
Lender of a notice to withhold or the recording of a mechanic’s lien pursuant to Division 3, Part
4, Title 15 of the Civil Code of the State of California for which Borrower has not provided Lender
with a bond or other security, the Lender may summarily refuse to honor any requests for payment
pursuant to this Agreement. In the event Borrower fails to furnish Lender with a bond or other
security causing such notice or lien to be released within twenty (20) days after the service upon
or recording thereof, such failure shall at the option of Lender constitute a default under the terms
of this Agreement.
Section 2.7 - Involvement of Lender in Legal Proceedings. Lender shall have the right to
commence, to appear in, or to defend any action or proceeding purporting to affect the rights or
duties of the parties hereunder or the payment of any funds in connection with the Housing
Authority Loan or HOME and HOME-ARP Loan and to pay out of funds not yet disbursed,
necessary expenses, employ counsel and pay its fees, all of which the undersigned, jointly and
severally, agree to repay to Lender upon demand. Provided, however, such costs and expenses
shall not be due and owing to Lender, if they are incurred as a result of the breach of the Agreement
by Lender or the Lender’s negligence or willful misconduct.
Section 2.8 - Books and Records. Borrower shall require that the general contractor maintain
complete and accurate books and records showing all of the income and disbursements made in
connection with the Project, and such books and records shall be available for inspection and copy
by Lender upon request and during regular business hours.
ARTICLE III
Miscellaneous Provisions
Section 3.1 - Governmental Requirements Superior. All provisions of this Agreement and all the
other documents relating to the Housing Authority Loan or HOME and HOME-ARP Loan shall
be subject and subordinate to any and all applicable federal, state and local statutes, regulations
and ordinances and shall be subject to modification to comply therewith.
Section 3.2 - Notices. All notices under this Agreement shall be in writing and sent (a) by certified
or registered U.S. mail, return receipt requested, (b) overnight by a nationally recognized overnight
courier such as UPS Overnight or FedEx, or (c) by personal delivery. All notices shall be effective
upon receipt (or refusal to accept delivery). All notices shall be delivered to the following
addresses or such other addresses as changed by any party from time to time by written notice to
the other parties hereto:
Lender: Housing Authority of the City of National City
1243 National City Blvd.
National City, CA 91950
Attn: Executive Director
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Borrower: Union Tower One LP
c/o Wakeland Housing and Development Corporation
1230 Columbia Street, Suite 950
San Diego, CA 92101
Attn. CEO and President
With copies to: NCPA Union Tower One, LLC
2323 D Avenue
National City, CA 91950
Attn: CEO
Borrower’s limited partners: Hudson Union Tower LP
Hudson-FM SLP LLC
c/o Hudson Housing Capital LLC
New York, NY 10111
Attention: General Counsel
with a copy to: Holland & Knight LLP
10 St. James Avenue, 12th Floor
Boston, MA 02116
Attn: Dayna M. Hutchins, Esq.
Section 3.3 - Severability. If any provision of this Agreement is deemed to be invalid or
unenforceable by a court of competent jurisdiction, that provision shall be severed from the rest of
this Agreement and the remaining provisions shall continue in full force and effect.
Section 3.4 - Nonwaiver of Lender’s Rights. No right, remedy, or power of Lender in this
Agreement shall be deemed to have been waived by any act or conduct on the part of Lender or
by any failure to exercise or delay in exercising such right, remedy, or power. Every such right,
remedy or power of Lender shall continue in full force and effect until specifically waived or
released by an instrument in writing executed by Lender.
Section 3.5 - Entire Agreement. This Agreement and the other loan documents contain the entire
understanding between the parties concerning the subject matter contained herein. There are no
representations, agreements, arrangements or understandings, oral or written, between or among
the parties hereto, relating to the subject matter of this Agreement, which are not fully expressed
and/or referred to herein.
Section 3.6 - Recitals Incorporated. The Recitals to this Agreement are hereby incorporated in this
Agreement by this reference.
Section 3.7 - Construction of the Agreement. The provisions contained in this Agreement shall
not be construed in favor of or against either party but shall be construed as if both parties
contributed equally to its preparation. This Agreement shall be construed in accordance with the
laws of the State of California.
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Section 3.8 - Lender Not Liable for Acts of Omissions of Borrower or Others. Lender shall in no
way be liable for any acts or omissions of Borrower, any agent or contractor employed by
Borrower, or any person furnishing labor and/or materials used in or related to the construction of
the Project.
Section 3.9 - Time of the Essence. Time is of the essence of this Agreement and of each and every
provision hereof. The waiver by Lender of any breach or breaches hereof shall not be deemed,
nor shall the same constitute, a waiver of any subsequent breach or breaches.
Section 3.10 - Assignment. Borrower shall not assign Borrower’s rights nor delegate Borrower’s
duties under this Agreement without the prior written consent of Lender (except in connection
with Permitted Transfers). Any attempt at the assignment or delegation in violation of this section
shall be void. Lender shall have full right and authority to assign all or a part of the Lender’s rights
and delegate all or a part of the Lender’s duties under this Agreement.
Section 3.11 - Approvals, Consents and Other Determinations. Unless otherwise provided, in any
approval, consent, or other determination by Lender or Borrower required under this Agreement
or any of the other loan documents evidencing and/or securing the Housing Authority Loan or
HOME and HOME-ARP Loan, Lender and Borrower shall act in good faith and without delay.
Section 3.12 - Participation. Borrower shall cause the fact that the Lender and the U.S. Department
of Housing and Urban Development have provided funds to the Project to be referenced in all
project designation placards placed on the Project site or other sites, as approved in advance, by
the Lender. The design, content and format of the project placards are subject to the written
approval of the Lender and shall provide that “This project is funded in part with HOME
Investment Partnerships Grant (HOME) funds and HOME American Rescue Plan Program
(HOME-ARP) funds provided to the City of National City by the U.S. Department of Housing and
Urban Development (HUD) and administered by the Community Development Commission-
Housing Authority of the City of National City.” The Lender, at the Lender’s sole option, reserves
the right to request, in writing, that the references to the participation of the Lender in the Project
not be included in any, or all, advertisements, press releases, brochures, information sheets, and/or
project designation placards.
Section 3.13 - Counterparts. This Agreement may be executed in any number of counterparts and,
as so executed, the counterparts shall constitute one and the same Agreement. The parties agree
that each such counterpart is an original and shall be binding upon all the parties, even though all
of the parties are not signatories to the same counterpart.
Section 3.14 - Waiver and Amendment. No provision of this Agreement, or breach of any
provision, can be waived except in writing. Waiver of any provision or breach shall not be deemed
to be a waiver of any other provision, or of any subsequent breach of the same or other provision.
Except as otherwise provided herein, this Agreement may be amended, modified or rescinded only
in writing signed by Borrower and the City Manager of National City.
Page 144 of 251
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HOUSING AUTHORITY:
Community Development Commission-Housing Authority of the City of National City
By:______________________________________ Dated: February __, 2024
Benjamin A. Martinez, Executive Director
CITY:
City of National City
By:______________________________________ Dated: February __, 2024
Benjamin A. Martinez, City Manager
Approved as to form:
By:______________________________________
Barry J. Schultz, City Attorney
Page 146 of 251
Exhibit “A”
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1
No Fees per Government Code 6103 ]
RECORDING REQUESTED BY: ]
National City Housing Authority ]
]
]
]
WHEN RECORDED MAIL TO: ]
National City Housing Authority ]
Attention: Executive Director ]
1243 National City Boulevard ]
National City, CA 91950 ]
AFFORDABLE HOUSING DENSITY BONUS AGREEMENT
(Union Tower)
THIS AFFORDABLE HOUSING DENSITY BONUS AGREEMENT (“Agreement”) is
dated as of the __ day of February, 2024, by and among the City of National City (“City”), Union
Tower One LP, a California limited partnership (“Developer”), and SDBTC Family Housing Corp.
Three, a California corporation (“Fee Owner”).
WHEREAS, the Fee Owner is the owner of that certain real property generally located at
2313 F Street, in the City of National City, County of San Diego, more particularly described in
Exhibit “A” attached hereto (“Property”); and
WHEREAS, concurrently herewith, Developer is acquiring a leasehold interest in the
Property from the Fee Owner by entering into that that certain Ground Lease between Fee Owner
and the Developer, a memorandum of which is being recorded concurrently herewith in the
Official Records of San Diego County (“Ground Lease”); and
WHEREAS, the General Plan and Zoning Ordinance of National City permits construction
of the ninety-four (94) housing units on the Property (“Development”); and
WHEREAS, pursuant to Government Code section 65915, and Sections 18.48.030, et seq.
of the National City Municipal Code, the Developer has proposed to construct and restrict the rent
and occupancy of ninety-four (94) residential dwelling unit, ninety-three (93) of which will be
referred to in this Agreement as “Affordable Units” and the remaining unit is the manager’s unit.
The Affordable Units will be affordable to low-income and moderate-income households in
exchange for four (4) incentives and concessions as follows:
1. Five foot side exterior setback from new lot line;
2. Relief from private open space provisions-No private open space;
3. Relief from balcony provisions - No balconies; and
4. Relief from unit storage requirement
(the “Incentives and Concessions”)
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WHEREAS, This Agreement will serve to memorialize Developer’s obligation to provide
the ninety-three (93)Affordable Units, the time frame for the construction and occupancy of the
Affordable Units and the restriction of the Affordable Units by the recordation of this Agreement
assuring affordability for a total of fifty-five (55) years measured from the issuance of final
inspection approval for the Development.
NOW, THEREFORE, in consideration of the foregoing and of the mutual terms and
covenants hereinafter set forth and other good and valuable consideration, the City, Fee Owner
and Developer agree as follows:
1. Acknowledgement of Incentives. Developer acknowledges and agrees that Developer is
receiving the Incentives and Concessions pursuant to and in accordance with the requirements of
Government Code 65915 and is not receiving an increase in density beyond what is permitted by
the City’s development and zoning code.
2. Developer Covenants. Pursuant to and in consideration of the Incentives and Concessions,
Developer hereby agrees and covenants on behalf of itself and its successors and assigns, and each
successor in interest to the Property, that at all times during the term of this Agreement thirty-six
(36) one-bedroom, twenty (20) two-bedroom and nineteen (19) three-bedroom residential
dwelling units on the Property shall be rented and occupied as the Low Income Units, (as defined
in Section 3(b), below), and nine (9) one-bedroom, four (4) two-bedroom, and five (5) three-
bedroom residential dwelling units on the Property shall be rented and occupied as Moderate
Income Units (as defined in Section 3(b), below) as set forth in this Agreement. As used herein
the term “Affordable Units” shall refer to the residential dwelling units on the Property which are
held available strictly in accordance with the terms and conditions set forth in this Agreement.
3. Affordability Restrictions.
(a) Area Median Income. As used herein, “Area Median Income” shall mean the area
median income, as adjusted for family size, for San Diego County, established periodically by the
California Department of Housing and Community Development (“HCD”) and published in the
California Code of Regulations. In the event HCD ceases to publish an established Area Median
Income as aforesaid, the City may, in its sole discretion, use any other reasonably comparable
method of computing Area Median Income.
(b) Occupancy Restrictions. During the term of this Agreement, the Affordable Units
shall be occupied by Low Income and Moderate Income households. Low Income household
means a household whose income does not exceed the low income limits applicable to San Diego
County, adjusted for household size, as published annually by HCD, earning at or below eighty
percent (80%) of the Area Median Income. Moderate Income household means a household whose
income does not exceed the median income limits applicable to San Diego County, adjusted for
household size, as published annually by HCD, earning at or below one hundred twenty percent
(120%) of the Area Median Income.
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(c) Rent Amount. During the term of this Agreement: (i) the monthly rental rate for
each Low Income Unit (which shall include a utility allowance based on the utility allowance
schedules published annually by the Community Development Commission-Housing Authority of
the City of National City) shall be set consistent with the rents as determined by the California Tax
Credit Allocation Committee. The imputed household size for the Affordable Unit shall be equal
to the number of bedrooms in the unit plus one. For example, the rent for a one-bedroom
Affordable Unit shall be calculated using fifty percent (50%) of the Area Median Income for a 2-
person household.
4. Restrictions. The following restrictions shall also be applicable to the Affordable Units:
(a) No Relationship With Developer. No Affordable Unit shall be occupied or
leased to Developer or any relative (by blood or marriage) of Developer or any person employed
by Developer or of any individuals who are members, principals, executives, directors, partners or
shareholders of Developer or in any entity having an ownership in Developer or in the Property.
(b) No Full-Time Students. Subject to provisions of applicable federal, state, and local
law (including without limitation fair housing laws), no Affordable Unit shall be occupied or
leased to any household comprised exclusively of persons who are full-time students, unless such
persons are eligible to file a joint federal income tax return and all such persons reside in the
Affordable Unit. The term “full-time student” shall be defined as any person who will be or has
been a full-time student during five calendar months of the calendar year in question at an
educational institution (other than a correspondence school) with regular faculty and students.
(c) No Student Dependents. Notwithstanding the provisions of section 4(b), and
subject to applicable federal, state, and local laws (including without limitation fair housing laws),
no Affordable Unit shall be occupied or leased to any student dependent as defined in the U.S.
Internal Revenue Code, unless the taxpayer (upon whom the student in question is dependent)
resides in the same unit.
(d) No Owners of Real Property. No Affordable Unit shall be occupied or leased to
any person or any household comprised of one or more persons who own real property.
(e) Liquid Asset Limitation. No Affordable Unit shall be occupied or leased to any
person or household holding, directly or indirectly, liquid assets whose aggregate value exceeds,
at the time of determination of eligibility, one hundred ten percent (110%) of the then-current
annual Area Median Income for Low Income households and one hundred fifty percent (150%)
Area Median Income for Moderate Income households. As used herein, the term “liquid assets”
refers to cash and assets which are readily convertible to cash within a reasonable period, including
but not limited to savings and checking accounts, certificates of deposit of any term, marketable
securities, money market and similar accounts, mutual fund shares, and insurance policy cash
values. The term “liquid assets” shall not include retirement funds which are not readily accessible
or which cannot be accessed by the tenant without the tenant incurring a penalty.
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(f) Income of Co-Tenants. The income of all co-tenants and/or occupants shall be
taken into account in determining whether a tenant or prospective tenant meets the requirements
of this Agreement.
(g) Eligible Tenants - Increased Income. If as a result of the annual recertification
procedure described in Section 7 below any household which was previously determined to be
eligible to occupy an Affordable Unit is determined to be ineligible as a result of increased income
or assets, the City will provide written notification thereof, and Developer shall have one hundred
eighty days (180) from the date of notification to take all reasonable steps to pursue eviction of the
ineligible household. If Developer fails to act within the one hundred eighty day (180) period, the
City shall require payment of a fee by Developer, provided that no fee shall be payable so long as
Developer is diligently pursuing eviction of the ineligible household by appropriate proceedings.
Under this fee requirement, the ineligible tenant residing in the Affordable Unit shall pay the full
market rate rent, and Developer shall pay the difference between the affordable rent and the full
market rate rent, as determined by the City, to the City. The period of fee payment shall in no
event exceed a period of six (6) months, at which time Developer’s failure to provide the
Affordable Unit to a household eligible hereunder shall constitute a material default under this
Agreement. Notwithstanding the foregoing, when a household occupies a unit subject to a
regulatory agreement (“TCAC Regulatory Agreement”) by and between Developer and the
California Tax Credit Allocation Committee pursuant to Section 42 of the Internal Revenue Code,
such household shall have its rent increased or shall be evicted as a result of such tenant being over
income only as and when allowed by such TCAC Regulatory Agreement or by Federal law,
including 26 U.S.C. §42. In the event of a conflict between the over income regulations of this
Agreement and the TCAC Regulatory Agreement, the TCAC Regulatory Agreement provision
shall apply.
5. Term. Pursuant to Government Code Section 65915, this Agreement shall be effective
on the date of its recordation and shall remain in force until the date that is fifty-five (55) years
from the date of issuance of the certificate of occupancy for the Development.
6. Deed of Trust.
(a) Execution and Recordation. Developer shall, concurrently with the execution of
this Agreement, execute, acknowledge and record a deed of trust on the Property ensuring timely
performance of the obligations set forth in this Agreement (“Deed of Trust”). The Deed of Trust
shall be subordinated to the construction deed(s) of trust and/or permanent financing in favor of
institutional lenders, as approved by the City Manager. The subordination shall be upon such
terms and conditions and for such periods of time as the City Manager may approve to protect the
provision of affordable housing as required by this Agreement. The City shall reconvey the Deed
of Trust following the expiration of the term of this Agreement.
(b) Foreclosure on the Property. In the event of a foreclosure on the Property which
eliminates the Deed of Trust, the new owner, upon five (5) days written notice from the City, shall:
(i) execute, acknowledge and deliver to the City an assignment and assumption of this Agreement
in a form as approved by the City, in its reasonable discretion, for recordation; (ii) execute,
acknowledge and deliver to the City a deed of trust, in a form as approved by the City, in its
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5
reasonable discretion, to be recorded against the Property, in a lien priority immediately junior to
the assignment and assumption of this Agreement which will secure the performance of this
Agreement; and (iii) reimburse the City for all of its attorneys’ fees and costs in connection with
the foregoing, including all costs, attorneys’ fees, and expert witnesses fees incurred by the City
in obtaining compliance by the new owner, including those incurred in litigation, if any.
7. Verification of Eligibility. No Affordable Unit shall be rented to a prospective tenant or
occupied by any person unless and until the City, through its designated staff, has verified that the
prospective tenant or occupant is eligible and that affordable rents will be charged in accordance
with the criteria set forth in this Agreement. Developer and/or its successor in interest shall ensure
that all eligibility and rent criteria are met during the term of the Agreement. Annually, on the
anniversary of the initial certification of compliance, as determined by the City, during the term of
this Agreement, Developer or its successor in interest shall certify to the City that the Affordable
Units are being occupied by eligible tenants. Said certification shall be on forms acceptable to the
City.
8. Maintenance Standards. During the term of this Agreement, Developer shall maintain the
Affordable Units and the Property in a condition that satisfies the more stringent of (a) the
requirements of the applicable local codes or (b) the United States Department of Housing and
Urban Development’s Uniform Physical Conditions Standards. The City shall have the right to
inspect the Affordable Units and the Property prior to initial occupancy and periodically during
the term of this Agreement, upon three business days’ notice to Developer. The City shall have
the right to disclose results of those inspections to the appropriate enforcement authorities. Any
deficiencies in the physical condition of the Affordable Units shall be corrected by Developer at
Developer’s expense within thirty (30) days of the identification of such deficiency by the City
and delivery of written notice of the same to Developer. Failure to maintain the unit(s) and the
Property in compliance with this section shall constitute a breach of this Agreement and subject
the Developer to damages as set forth in Section 12 of this Agreement.
9. Interpretation and Construction. If any provision of this Agreement or the application
thereof to any person or circumstance is found to be invalid, the remainder of the provisions of
this Agreement and the application of such provisions to persons or circumstances, other than those
as to which it is found to be invalid, shall not be affected thereby. Nothing contained herein shall
be deemed compliance with or waiver of any provision of law or conditions of approval except as
expressly stated herein.
10. Indemnity. Developer agrees to indemnify, defend and hold harmless the City, the
Community Development Commission-Housing Authority of the City of National City, and any
and all of their respective councilmembers, commissioners, members, officers, agents, servants
and employees (the “Indemnitees”) from and against all claims, liens, claims of lien, losses,
damages, costs, and expenses, whether direct or indirect, arising in any way from this Agreement,
including the construction, sale, rental or operation of the Development, the Property and/or any
of the units, or from the default by Developer in the performance of its obligations under this
Agreement; provided, however, that Developer shall not be required to indemnify, defend or hold
harmless any of the Indemnitees from claims, losses, damages, costs and expenses related to the
sole negligence or willful misconduct of the Indemnitees.
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12. Agreement Binding on Successors. The terms, covenants and conditions of this Agreement
shall apply to, and shall bind the parties hereto and any successors or assignees. Developer shall
not sell, transfer or otherwise dispose of the Property, any portion thereof, or any interest therein
unless the proposed transferee shall have executed and delivered to the City an express written
assumption of all of Developer’s obligations under this Agreement, on a form reasonably
acceptable to the City. Upon assignment and assumption by a successor entity, as approved by the
City, Developer shall be released from all prospective liability and responsibility under the terms
of this Agreement. Fee Owner and Developer each agrees that all of its obligations hereunder shall
constitute covenants, which shall run with the land and shall be binding upon the Property and
upon every person having any interest therein at any time and from time to time during the term
of this Agreement. Further, Fee Owner and Developer each agrees that, if a court of competent
jurisdiction determines that the obligations set forth herein do not qualify as covenants running
with the land, they shall be enforced as equitable servitudes. Any sale or conveyance of the
Property shall be made subject to this Agreement.
13. Damages; Enforcement; Remedies; Security.
(a) Standing; Equitable Remedies; Remedies Cumulative. Developer expressly agrees
and declares that the City shall be the proper party to, and shall have standing to, initiate and pursue
any and all actions or proceedings, at law or in equity, to enforce the provisions hereof and/or to
recover damages for any event that is expressly stated to be a material default hereunder and which
event remains uncured following sixty (60) days’ written notice to Developer from the City (or up
to one hundred twenty (120) days after notice, if actions to correct the material default have been
timely initiated and are, in the reasonable opinion of the City, being diligently pursued),
notwithstanding the fact that such damages or the detriment arising from such a material default
that remains uncured as aforesaid may have actually been suffered by some other person or by the
public at large. Further, Developer expressly agrees that injunctive relief and specific performance
are proper pre-trial and/or post-trial remedies hereunder to assure compliance with this Agreement.
Nothing in this Section and no recovery by the City shall restrict or limit the rights or remedies of
persons or entities other than the City, against Developer in connection with the same or related
acts by Developer, provided that Developer shall not be subject to duplicate awards or recoveries.
The remedies set forth in this Section are cumulative and not mutually exclusive, except to the
extent that their award is specifically determined to be duplicative by final order of a court of
competent jurisdiction. Further, the award of damages hereunder shall not bar the exercise of
police power or other governmental powers, or the pursuit of criminal, civil or administrative
penalties by the City in connection with any material default under this Agreement that remains
uncured as aforesaid. Developer acknowledges that a material default under this Agreement that
remains uncured may constitute a violation of state law.
(b) Remedies At Law For Breach Of Rental Restrictions. In the event of any material
default under the provisions hereof that remains uncured following thirty (30) days written notice
to Developer from the City (or up to one hundred sixty (60) days after notice, if actions to correct
the material default have been timely initiated and are, in the reasonable opinion of the City, being
diligently pursued) regarding restrictions on rental of the Affordable Units, at the sole option of
the City, the City shall be entitled to the following remedies at law to the extent they are not
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duplicative, the election of which shall not be required and may be revoked and/or modified until
immediately prior to entry of judgment:
(1) Damages For Specific Breach. The City shall be entitled to recover
compensatory damages, at its sole option in the event of a material uncured default under the terms
of this Agreement. If the material uncured default in question involves the violation of Section
13(b) above, the amount of such compensatory damages shall be the product of multiplying (A)
the number of months that the material uncured default in question has continued until the time of
trial or cure, whichever occurs first, by (B) the result of subtracting (i) the rents properly chargeable
hereunder for the Affordable Units at (ii) the rents actually collected by Developer for the
Affordable Units for the months in question, as reasonably determined by the City. Developer and
the City agree that it would be extremely difficult or impracticable to ascertain the precise amount
of actual damages accruing to the City as a result of such a material uncured default and that the
foregoing formula is a fair and reasonable method of approximating such damages. The City shall
be entitled to seek and to recover damages in separate actions for successive, separate breaches,
which may occur during the term of this Agreement. Further, interest shall accrue on the amount
of such damages from the date of the expiration of Developer’s cure period for the material uncured
breach in question at the rate of ten percent (10%) per annum or the maximum rate then allowed
by law, whichever is less. Nothing in this section shall preclude the award of exemplary damages
as allowed by law.
(2) Acceleration and Liquidation of Future Performance. At the sole option of
the City, if any material default by Developer in the performance of its obligations under this
Agreement remains uncured for more than ninety (90) days after written notice to Developer by
the City specifying such breach in reasonable detail (or such longer period of time, not to exceed
six (6) months, as may reasonably be required for Developer to cure such breach exercising
reasonable diligence), Developer’s obligation to perform hereunder may be accelerated by the City
and declared immediately due through the payment of a liquidated sum. Developer and the City
agree that it would be extremely difficult and impractical to predict the precise cost to the City of
(i) locating a rental unit equivalent to the Affordable Units, (ii) procuring such unit (through
purchase, lease or subsidies) at the rent discounts contemplated herein, (iii) performing the
substantial administrative activities associated with replacing the Affordable Units, and (iv)
inflation. Therefore, Developer and the City agree that, in the event of a material default hereunder
by Developer that remains uncured as aforesaid, and upon written notice from the City to
Developer that the City has elected to exercise its option to accelerate and liquidate Developer’s
performance hereunder in accordance with the provisions of this Section 13(b)(2), Developer shall
pay, and the City shall be entitled to receive, within thirty (30) days of the City’s delivery of such
written notice, in complete liquidation of the City’s future monetary damages and Developer’s
future obligations under this Agreement, a lump sum payment equal to: (A) the aggregate of the
mathematical differences between the monthly rent for a “Comparable Market Rate Unit” (as
determined by the City, using statistical data for units of the same size and location at the time of
the breach) and the monthly rent allowable hereunder for the Affordable Units, at the date of
delivery of the aforesaid written notice of election to accelerate, multiplied by (B) the number of
months remaining in the term of this Agreement, from and after the date of delivery of the aforesaid
written notice of election to accelerate. Developer and the City agree that acceleration is a fair and
reasonable remedy for non-compliance hereunder, and that the foregoing formula represents a fair
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and reasonable method of approximating and liquidating the future monetary obligations of
Developer to the City hereunder for purposes of any such optional acceleration by the City.
Further, such liquidated amount shall automatically commence to bear interest at the rate of ten
percent (10%) per annum or the maximum rate then allowed by law, whichever is less, from and
after the date that the City delivers to Developer the aforesaid written notice of the City’s election
to accelerate Developer’s performance hereunder, until paid. Further, if Developer breaches this
Section 13(b)(2), the City shall be entitled to receive all reasonable attorneys’ fees, costs of suit,
title insurance charges, foreclosure costs and other out-of-pocket expenses reasonably incurred in
recovering such liquidated amount.
14. Monitoring Fees. Developer shall pay to the City, each year during the term of this
Agreement, commencing upon completion of construction, an annual occupancy monitoring fee,
as determined by the City in schedules promulgated by the City from time to time (which amount
is $215.00 per unit per year at the time of recordation of this Agreement), said fee shall be subject
to revision annually. Concurrently herewith, the Developer and the Community Development
Commission-Housing Authority of the City of National City are entering into a Regulatory
Agreement of even date herewith. The Regulatory Agreement also requires payment of annual
occupancy monitoring fee. The annual occupancy monitoring fee shall be payable under either
this Agreement or the Regulatory Agreement, i.e., if the Developer pays the annual occupancy
monitoring fee to the City pursuant to this Section 14, then the annual occupancy monitoring fee
under the Regulatory Agreement shall be deemed satisfied for such year. Failure to timely pay
such fees shall constitute a material default under this Agreement.
15. Obligations of Fee Owner. The City agrees and acknowledges that for so long as the Ground
Lease remains in force, the Fee Owner shall have no obligation under this Agreement and the City
shall look solely to the Developer (and any successor or assign thereto) to enforce the covenants and
obligations set forth hereunder. In the event the Ground Lease is terminated prior to the expiration of
its term and is not replaced with a new ground lease, the Fee Owner shall, on a going forward basis,
operate the Project in accordance with the terms and conditions set forth herein.
16. General Provisions.
(a) Waiver. No provision of this Agreement, or breach of any provision, can be waived
except in writing. The waiver by any party of any breach or violation of any term, covenant or
condition of this Agreement or of any provisions, ordinance or law, shall not be deemed to be a
waiver of any other term, covenant, condition, ordinance or law or any subsequent breach or
violation of the same or of any other term, covenant, condition, ordinance or law.
(b) Costs and Attorneys’ Fees. The prevailing party in any action brought to enforce
the terms of this Agreement or arising out of this Agreement may recover its reasonable costs and
witness, expert and attorney’s fees expended in connection with such an action from the other
party.
(c) Recordation. This Agreement shall be recorded in the Office of the County
Recorder of the County of San Diego senior to all monetary liens. City shall not be obligated to
issues permits prior to such delivery and recordation of this Agreement.
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(d) Integration. The undersigned, and each of them, acknowledge and represent that
no promise or inducement not expressed in this Agreement has been made in connection with this
Agreement. This Agreement contains the entire agreement and understanding between the parties
as to its subject matter.
(e) Ownership of the Property. Developer represents and warrants that it has obtained
a Ground Lease of the Property and has full authority to execute this Agreement.
(f) Counterparts. This Agreement may be executed in any number of counterparts and,
as so executed, the counterparts shall constitute one and the same Agreement. The parties agree
that each such counterpart is an original and shall be binding upon all the parties, even though all
of the parties are not signatories to the same counterpart.
(g) Notices. All notices given pursuant to this Agreement shall be in writing and sent
to the party at its address appearing below (a) by certified or registered U.S. mail, return receipt
requested, (b) overnight by a nationally recognized overnight courier such as UPS Overnight or
FedEx, or (c) by personal delivery. All notices shall be effective upon receipt (or refusal to accept
delivery). These addresses may be changed by any party by written notice to all other parties.
If to City: City of National City
Attention: City Manager
1243 National City Boulevard
National City, CA 91950
If to Fee Owner: SDBTC Family Housing Corp. Three
2323 D Avenue
National City, CA 91950
Attn: CEO
If to Developer: Union Tower One LP
c/o Wakeland Housing and Development Corporation
1230 Columbia Street, Suite 950
San Diego, CA 92101
Attn: President and CEO
With copies to:
Borrower’s limited partners: Hudson Union Tower LP
Hudson-FM SLP LLC
c/o Hudson Housing Capital LLC
New York, NY 10111
Attention: General Counsel
with a copy to: Holland & Knight LLP
10 St. James Avenue, 12th Floor
Boston, MA 02116
Attn: Dayna M. Hutchins, Esq.
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(h) Exhibits and Recitals Incorporated. All exhibits referred to in this Agreement are
hereby incorporated in this Agreement by this reference, regardless of whether or not the exhibits
are actually attached to this Agreement. The Recitals to this Agreement are hereby incorporated
in this Agreement by this reference.
(i) Further Assurances. If Developer does not receive all of the necessary permits and
approvals to construct the Development, Developer and the City agree that this Agreement and the
density bonus granted herein shall be null and void and of no further force and effect and Developer
and the City agree to take all reasonable steps and to execute and cause to be recorded all
documents reasonably necessary to remove this Agreement and the Deed of Trust from the record
chain of title to the Property.
16. Risk of Market Conditions. Developer shall bear sole responsibility for developing,
constructing and marketing the units covered by this Agreement, pursuant to the approvals that the
City has issued for the Development and the requirements contained in this Agreement. The City
shall have no obligation to amend this Agreement, and the Developer shall reimburse the City for
administrative costs associated with any modification of this Agreement that shall require the
approval of the City Council of National City.
17. Signature Authority. All individuals signing this Agreement for a party which is a
corporation, limited liability company, partnership or other legal entity, or signing under a power
of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to the
other party hereto that he or she has the necessary capacity and authority to act for, sign and bind
the respective entity or principal on whose behalf he or she is signing.
CITY:
CITY OF NATIONAL CITY
By: ______________________________
Benjamin A. Martinez, City Manager
APPROVED AS TO FORM:
By:________________________________
__________, Deputy City Attorney
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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11
DEVELOPER:
Union Tower One LP, a California limited partnership
By: Union Tower LLC
a California limited liability company
Its: Managing General Partner
By: Wakeland Housing and Development Corporation,
a California nonprofit public benefit corporation
Its: Manager
By:___________________________
Rebecca Louie, President and CEO
By: NCPA Union Tower One, LLC
a California limited liability company
Its: Co-General Partner
By: SDBTC Family Housing Corp. One, a California nonprofit public benefit corporation
Its: Manager
By: __________________________
Jodi Barthold, Chief Financial Officer
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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12
FEE OWNER:
SDBTC Family Housing Corp. Three, a California corporation
By:______________________________
Jodi Barthold, Chief Financial Officer
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13
ACKNOWLEDGMENT
State of California )
)
County of San Diego )
On ____________________, 2024, before me, _________________________________, notary
public, personally appeared __________________________________________ 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 _________________________________ (Seal)
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.
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14
ACKNOWLEDGMENT
State of California )
)
County of San Diego )
On ____________________, 2024, before me, _________________________________, notary
public, personally appeared __________________________________________ 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 _________________________________ (Seal)
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.
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15
ACKNOWLEDGMENT
State of California )
)
County of San Diego )
On ____________________, 2024, before me, _________________________________, notary
public, personally appeared __________________________________________ 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 _________________________________ (Seal)
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.
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16
EXHIBIT “A”
Legal Description of the Property
That certain real property located in the City of National City, County of San Diego, State of
California more particularly described as follows:
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Exhibit “B”
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1
RECORDING REQUESTED BY:
COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF
NATIONAL HOUSING AUTHORITY
AND WHEN RECORDED RETURN TO:
COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF
NATIONAL HOUSING AUTHORITY
Records Management Department
1243 National Housing Authority Blvd.
National Housing Authority, California 91950
REGULATORY AGREEMENT
(Union Tower)
THIS REGULATORY AGREEMENT (“Regulatory Agreement”) is dated as of the __
day of February, 2024, by and between Union Tower One LP, a California limited partnership
(“Developer”) and the City of National City (“City”) and the Community Development
Commission-Housing Authority of the City of National City (“Housing Authority”) in connection
with that certain real property (“Property”) located in the City of National City, County of San
Diego, California, described in Exhibit “A” attached hereto and incorporated herein by reference.
The City and Housing Authority may be referred to collectively herein as the (“Lender”).
RECITALS
A. The Lender has agreed to make: (i) a loan to Developer in the original principal
amount of up to of Eight Million and No/100 Dollars ($8,000,000.00) (“Housing Fund Loan”)
pursuant to that certain Construction and Permanent Financing Loan Agreement (Union Tower)
(“Loan Agreement”) between the Developer and Lender of even date herewith; (ii) a loan to
Developer in the original principal amount of up to of One Million Five Hundred Thousand and
No/100 Dollars ($1,500,000.00) (“HOME and HOME-ARP Loan”) pursuant to the Loan
Agreement.
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2
B. The Housing Fund Loan and HOME and HOME-ARP Loan are conditioned by the
Lender in part upon the recordation of this Regulatory Agreement setting forth certain restrictions
upon the use and sale of the Property. Developer shall construct two (2) new multifamily
affordable housing towers (of which one will be a four-story building, and the other will be a
seven-story building), which shall include an aggregate of ninety-three (93) Affordable Units, as
defined below, and one (1) unrestricted manager’s unit, office space, and 45 parking spaces
(collectively the “Project”). The office space will consist of the entire seventh floor of the Project’s
seven story building (collectively the “Commercial Space”). The Housing Fund Loan is being
funded entirely with funds from the Housing Authority Housing Fund. The HOME and HOME-
ARP Loan is being funded with One Million Two Hundred Five Thousand Nine Hundred One and
27/100 Dollars ($1,205,901.27) in United States Department of Housing and Urban Development
HOME Investment Partnerships Program (HOME) funds and Two Hundred Ninety Four
Thousand Ninety Eight and 73/100 Dollars ($294,098.73) in HOME American Rescue Plan
Program (HOME-ARP) funds. This Regulatory Agreement is intended to and does restrict the
Affordable Units in accordance with all requirements of the foregoing funding programs. To the
extent any law, ordinance, statute, regulation or rule applicable to the Property as a result of
funding the Housing Fund Loan or HOME and HOME-ARP Loan with proceeds from any of the
forgoing programs is not explicitly set forth in this Regulatory Agreement, the Developer shall
nonetheless comply with such requirements. The Commercial Space shall be funded by sources
that shall not include the proceeds of the HOME and HOME-ARP Loan.
NOW, THEREFORE, in furtherance of the recitals stated above, the mutual covenants set
forth below, the parties agree, promise and declare as follows:
1. Restrictive Covenants. Developer agrees and covenants on behalf of itself and its
successors and assigns, and each successor in interest to the Property, that at all times during the
term of this Regulatory Agreement ninety-three (93) residential units at the Project shall be set
aside and reserved as “Affordable Units.” As used herein the term “Affordable Units” shall refer
to the ninety-three (93) residential units in the Project which are owned or held available strictly
in accordance with the terms and conditions set forth below.
(a) Affordable Unit Restrictions. The following restrictions shall apply to the ninety-
three (93) Affordable Units, including the nine (9) floating HOME Units (“HOME Units”) and
two (2) floating HOME-ARP units (“HOME-ARP Units”) which are subject to the applicable
HOME Program regulations (24 CFR Part 92) and ARPA Regulations (31 C.F.R. Part 35). The
restrictions set forth in the Table below shall establish the maximum rental rate, which shall be
adjusted for household size appropriate for the unit. Rents shall also be adjusted to reflect a utility
allowance.
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3
TABLE OF RENT AND INCOME RESTRICTION CRITERIA
1 2 3 4 5 6
NUMBER OF AFFORDABLE UNITS
UNIT
TYPE
MAXIMUM
MONTHLY
RENTS
MAXIMUM INCOME OF ELIGIBLE TENANTS
NUMBER OF HOME AFFORDABLE UNITS*
NUMBER OF HOME-ARP AFFORDABLE UNITS*
9 1- BR 1/12th of 30% of
30% of AMI
30% of AMI 1*
18 1- BR 1/12th of 30% of
40% of AMI
40% of AMI
18 1- BR 1/12th of 30% of
60% of AMI
60% of AMI 2*
5 2- BR 1/12th of 30% of
30% of AMI
30% of AMI 1*
9 2- BR 1/12th of 30% of
40% of AMI
40% of AMI
1 2- BR 1/12th of 30% of
50% of AMI
50% of AMI 1*
9 2- BR 1/12th of 30% of
60% of AMI
60% of AMI 2*
5 3- BR 1/12th of 30% of
30% of AMI
30% of AMI
10 3- BR 1/12th of 30% of
50% of AMI
50% of AMI 2*
9 3- BR 1/12th of 30% of
60% of AMI
60% of AMI 2*
TOTAL - 93
*Note: Notwithstanding the foregoing table, the HOME and HOME-ARP Affordable Units are
only required to be restricted at 30%, 50% and 60% of the area median income. Provided,
however, other programs applicable to the Project require deeper affordability than the United
States Department of Housing and Urban Development HOME and HOME-ARP programs
require. Therefore, the rent and occupancy restrictions applicable to the nine (9) HOME Units and
two (2) HOME-ARP Units shall be as set forth in the foregoing table. The nine (9) floating HOME
Units and two (2) floating HOME-ARP Units will be restricted for twenty (20) years under the
HOME and HOME-ARP Programs commencing on the date all relevant Project completion data
is entered into the Department of Housing and Urban Development’s (“HUD”) Integrated
Disbursement and Information System (“IDIS”). Beginning twenty (20) years after all relevant
Project completion data is entered into IDIS, and for the remainder of the term of this Regulatory
Agreement, the Affordable Units that were previously restricted as HOME Units and HOME-ARP
Units will be subject to the restrictions applicable to the non-HOME Units and HOME-ARP Units
set forth in this Regulatory Agreement.
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4
(b) Maximum Rent To Be Collected by Developer. Except as otherwise set forth
herein, in no event shall the “Total Rent,” including the portion paid by the Eligible Tenant and
any other person or entity, collected by Developer for any Affordable Unit exceed the amount of
rent set forth in the Table set forth in Section 1(a). The Total Rent will not include income received
by Developer from the Project Based Section 8 or VASH Vouchers under a Housing Assistance
Payment Contract, Tenant Based Housing Choice Vouchers, or similar rental housing subsidies
from a public agency or nonprofit agency. Acceptance by Developer or its successors-in-interest,
of Total Rent in excess of the maximum rent set forth in the Table and failure to reimburse Eligible
Tenant or the Lender for the excess shall constitute a material breach of this Regulatory Agreement
and Loan Agreement.
(c) Eligible Tenants. “Eligible Tenants” are those residential tenants whose aggregate
gross annual income does not exceed the respective percentages set forth in the Table of Rent and
Income Restriction Criteria set forth in Section 1(a), above, as adjusted for family size. For
purposes of this Regulatory Agreement, the current annual area median income shall be the area
median income defined by HUD as the then current area median income for the San Diego-
Carlsbad Metropolitan Statistical Area, as adjusted for family size. When determining income
eligibility, Developer shall use actual household size. When determining rents, Developer shall
use the household size appropriate for the Unit as determined by the HUD. In the event HUD
ceases to publish an established area median income as aforesaid, Lender may, in its sole
discretion, use any other reasonably comparable method of computing adjustments in area median
income. Notwithstanding anything to the contrary set forth herein, except for the Home Units
when a tenant occupies a unit subject to a regulatory agreement (“TCAC Regulatory Agreement”)
by and between the Developer and the California Tax Credit Allocation Committee (“TCAC”)
pursuant to Section 42 of the Internal Revenue Code, the TCAC rent setting regulations shall
control. There will be five (5) Very Low Home Units, which are floating units and will have rents
set at the lesser of the applicable TCAC rents or the Very Low Home Rent. There will be six (6)
Low HOME units, which are floating units and which will have rents set at the lesser of the
applicable TCAC rent for the unit or the Low Home Rent.
(d) Section 504 Requirements. In order to comply with Section 504 of the
Rehabilitation Act of 1973, not less than five (5) of the Affordable Units shall be fully handicap
accessible and two (2) of the Affordable Units shall incorporate features for the visually and
hearing impaired. Notwithstanding the foregoing, other requirements applicable to the Project
require more handicap accessible and visually and hearing impaired units and therefore ten (10) of
the Affordable Units shall be fully handicap accessible and four (4) of the Affordable Units shall
incorporate features for the visually and hearing impaired, which units may be designed to serve
both accessibility and visual and hearing requirements in one unit. The Project shall meet the
accessibility requirements of 24 C.F.R. part 8, which implements Section 504 of the Rehabilitation
Act of 1973 (29 U.S.C. §794), and Titles II and III of the Americans with Disabilities Act (42
U.S.C. §§12131-12189) implemented at 28 C.F.R. parts 35 and 36, as applicable. The Project
shall also meet the design and construction requirements of 24 C.F.R. Section 100.205, which
implements the Fair Housing Act (42 U.S.C. 3601-3619). Developer agrees to comply with all of
the provisions of 24 C.F.R. Section 92.251, whether or not contained in this Section.
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5
(e) Approval of Eligible Tenants Prior to Occupancy. The eligibility of each
prospective tenant under the restrictions set forth in this Regulatory Agreement shall be certified
by Developer which shall submit such certification and all supporting documentation on forms
provided to Developer by the Lender for a determination of tenant eligibility, prior to tenant
occupancy. No Affordable Unit may be rented to a prospective tenant or occupied by any person
unless and until the Lender has determined that the prospective tenant or occupant is an Eligible
Tenant.
(f) Annual Requalification. Further, residential tenants shall be requalified as Eligible
Tenants annually in conformance with the process described in Section 1(d), above. Upon
completion of construction of the Project (the occurrence of which shall be evidenced by the
placement of the Project “in service” (as such term is used in 26 U.S.C. §42)) and annually each
year during of the term of this Regulatory Agreement, Developer shall certify to Lender that
Developer is in compliance with this Regulatory Agreement under penalty of perjury, utilizing
such forms and providing such backup documentation as requested by the Lender. Failure by
Developer to timely comply with the tenant qualification and annual certification/requalification
process described in this Section 1(f) shall constitute a material default under the Loan Agreement.
The Lender may resort to the remedies set forth hereinbelow upon such material default, as well
as any and all other remedies available at law or in equity and/or contained in the Loan Agreement
(subject to the notice and cure provisions thereof, if any).
2. Affordable Marketing Plan Compliance. Eligible Tenants shall be any tenant otherwise
eligible hereunder, provided that Developer has and continues to comply with the terms of its
approved affirmative marketing plan and rents to those person(s) referenced in said approved plan,
as such plan may be amended from time to time. Developer shall, at all times during the 20-year
term of the HOME Units and HOME-ARP Units, comply with all of the provisions of 24 C.F.R.
Section 92.351 and the affirmative marketing procedures adopted by the Lender, including, but
not limited to, all requirements and procedures referenced in said 24 C.F.R. Section 92.351(b), as
amended from time to time. Developer shall maintain records to verify compliance with the
applicable affirmative marketing procedures and compliance. Such records are subject to
inspection by the Lender during regular business hours upon five (5) days written notice.
3. Relationship with Developer. The term “Eligible Tenant” shall not include Developer, or
any individuals who are partners of Developer, or in any entity having an interest in Developer, or
the Property, or any officer, employee, agent or consultant of the Developer, or any relative (by
blood or marriage) of any officer, employee, agent or consultant of the Developer. This restriction
shall not preclude occupancy by resident managers in the manager’s unit.
4. No Student Dependents. Subject to provisions of applicable law (including, without
limitation, fair housing laws), the term “Eligible Tenant” shall not include any student dependent
as defined in the U.S. Internal Revenue Code, unless the taxpayer (upon whom the student in
question is dependent) resides in the same dwelling unit.
5. Income of Co-Tenants, Etc. The income of all co-tenants and/or non-dependent occupants,
shall be taken into account in determining whether a household is an Eligible Tenant hereunder.
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6
6. Eviction/Termination of Tenancy. Subject to provisions of applicable law (including,
without limitation, fair housing laws) and other restrictions applicable to the Project, in the event
that a tenant who was properly certified as an Eligible Tenant at the commencement of such
tenant’s occupancy ceases to be eligible, for any reason other than the tenant being over income,
Developer shall have the right, but not the obligation, to either (i) give thirty (30) days written
notice, or such longer period as prescribed by law, to such tenant to vacate the Affordable Unit, or
(ii) refuse to renew such tenant’s lease. Any vacated Affordable Unit shall thereafter be rented to
an Eligible Tenant. In the event that a tenant who was properly certified as an Eligible Tenant at
the commencement of such tenant’s occupancy ceases to be eligible, as a result of being over
income, the over-income tenant shall continue to be considered an Eligible Tenant and may have
such tenant’s lease renewed until such time as the Eligible Tenant’s tenancy has terminated,
provided this continued occupancy otherwise complies with the applicable regulations as
referenced below, depending upon the sources of the restrictions involved:
(a) HOME and HOME-ARP Program Restrictions. Notwithstanding Section 6(b),
below, when the gross income of a tenant who occupies a HOME Unit or HOME-ARP Unit
exceeds the amount allowed by the Table of Rent and Income Restriction Criteria set forth in
Section 1(a), above, if and to the extent required by 24 CFR 92.252(i), that tenant shall commence
paying rent equivalent to thirty percent (30%) of the tenant’s adjusted income, subject to the fair
market rent ceiling as set forth in 24 CFR 92.252(i). In the event the gross income of a tenant who
occupies a HOME Affordable Unit exceeds 50% or 60% of AMI, the next available comparable
sized and configured unit shall be designated as a HOME Unit or HOME-ARP Unit to replace the
HOME or HOME-ARP Unit of the occupant in question. Notwithstanding anything to the contrary
set forth in this Regulatory Agreement, the tenant shall continue to be considered an Eligible
Tenant, provided this continued occupancy otherwise complies with all applicable HOME and
HOME-ARP Program requirements, and the tenant shall not be evicted as a result of having
income in excess of the income limits set forth herein, except as provided for in Section 92.252 of
the Code of Federal Regulations, as amended from time to time. Notwithstanding anything to the
contrary set forth in this Regulatory Agreement, in order to comply with 24 C.F.R. Section
92.252(i), tenants of HOME Units or HOME-ARP Units subject to the TCAC Regulatory
Agreement, as defined in Section 8(c), below, shall only be evicted and must pay rent as set forth
in the TCAC Regulatory Agreement and 26 U.S.C. Section 42. In the event of a conflict between
the over income regulations of this Agreement and the TCAC Regulatory Agreement, the TCAC
Regulatory Agreement provision shall apply.
(b) Lender Restrictions. Except as otherwise provided in Section 6(b), below, a tenant
who occupies an Affordable Unit and whose income increases to an amount at or above one
hundred twenty percent (120%) of the area median income as then determined by HUD at the time
of recertification, shall be given one hundred eighty (180) days’ notice to vacate the Affordable
Unit, effective from and after the date of such failure to requalify (i.e., the recertification date,
provided the tenant was properly certified originally). During the time the over-income tenant
resides in the Affordable Unit, the tenant shall continue to pay the restricted rent. The tenant shall
continue to be considered an “Eligible Tenant” until the tenant moves, the tenant’s lease is not
renewed, or the tenant is evicted, provided this continued occupancy complies with all other
applicable requirements of this Regulatory Agreement.
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7
(c) Tax Credit Funds. Notwithstanding Sections 6(a) or (b), above, or anything else to
the contrary set forth in this Regulatory Agreement, when a tenant occupies a unit subject to a
regulatory agreement (“TCAC Regulatory Agreement”) by and between the Developer and the
California Tax Credit Allocation Committee pursuant to Section 42 of the Internal Revenue Code,
such tenant shall have its rent increased or shall be evicted as a result of such tenant being over
income only as and when allowed by such TCAC Regulatory Agreement or by Federal law,
including 26 U.S.C. §42. In the event of conflict between the over income regulations of this
Regulatory Agreement and the TCAC Regulatory Agreement, the TCAC Regulatory Agreement
provisions shall apply.
7. Physical Condition of Affordable Units. After completion of construction of the Project,
Developer shall continually maintain the Affordable Units in a decent, safe and sanitary condition,
and in good repair as described in 24 CFR §5.703, and in a manner which satisfies the Uniform
Physical Conditions Standards promulgated by the Department of Housing and Urban
Development (24 CFR §5.705), as such standards are interpreted and enforced by Lender under
its normal policies and procedures. Lender shall have the right to inspect the Affordable Units
from time to time upon reasonable advance notice to Developer, in order to verify compliance with
the foregoing maintenance covenant. Developer hereby consents to periodic inspection by
Lender’s designated inspectors and/or designees during regular business hours, including the Code
Enforcement Agents of the City of National City, to ensure compliance with all applicable zoning,
building codes, regulations, and property standards. Developer agrees to comply with the
provisions of 24 CFR 92.251, whether or not contained in this Section. Further, each Affordable
Unit shall be requalified annually, as to the foregoing maintenance covenant, as part of the annual
tenant requalification process described in, and to the extent applicable under, Section 4 above.
Any deficiencies in the physical condition of an Affordable Unit shall be corrected by Developer
at Developer’s expense within sixty (60) days of the identification of such deficiency by Lender
and delivery of written notice of the same to Developer, provided if the deficiency is of a nature
that it cannot be cured within such sixty (60) day period, the Developer shall have such additional
time to cure as is reasonably determined by the Lender.
8. Covenants to Run With the Land. The covenants contained herein shall constitute
“covenants running with the land,” and shall bind the Property and every person having an interest
therein during the term of this Regulatory Agreement. Developer agrees for itself and its
successors that, in the event that, for any reason whatsoever, a court of competent jurisdiction
determines that the foregoing covenants do not run with the land, such covenants shall be enforced
as equitable servitudes against the Property. It is expressly acknowledged that: (i) the obligations
of Developer hereunder shall be deemed independent of Developer’s obligations under the
Housing Fund Loan and the HOME and HOME-ARP Loan; and (ii) the covenants and restrictions
set forth herein shall survive any repayment of the Housing Fund Loan or the HOME and HOME-
ARP Loan.
9. Loan Payments. Annual payments as referenced in the Loan Agreement shall be made to
Lender as provided therein.
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8
10. Term. This Regulatory Agreement and the covenants and restrictions contained herein
shall be effective commencing on the date this Regulatory Agreement is recorded and shall remain
in full force and effect until 12:00 midnight on December 31, 2081.
11. Covenant Against Discrimination. Developer covenants on behalf of itself and its
successors and assigns, and each successor in interest to the Property, not to discriminate against
any tenant or prospective tenant of any Affordable Unit on the basis of their race, age, sexual
orientation, gender identity, marital status, color, religion, sex, handicap, or national origin, as
referenced in all applicable state, local and federal law. During the 20-year term of the HOME
Units and HOME-ARP Units, the Developer shall comply with all applicable Federal requirements
set forth in 24 C.F.R. part 5, subpart A, as set forth in more detail in the Loan Agreement.
12. Enforcement. Developer expressly agrees and declares that Lender or any successor public
agency is a proper party and shall have standing to initiate and pursue any and all actions or
proceedings, at law or in equity to enforce the provisions hereof and/or to recover damages for any
default hereunder, notwithstanding the fact that such damages or the detriment arising from such
default may have actually been suffered by some other person or the public at large. Further,
Lender or any successor public agency shall be the proper party to waive, relinquish, release or
modify the rights, covenants, obligations or restrictions contained in or arising under this
Regulatory Agreement. Any cure made or tendered by a partner of Developer shall be accepted
or rejected by the Lender on the same basis as if made or tendered directly by Developer.
13. Attorneys’ Fees. In the event that any litigation for the enforcement or interpretation of
this Regulatory Agreement, whether an action at law or arbitration or any manner of non-judicial
dispute resolution to this Regulatory Agreement by reason of the breach of any condition or
covenant, representation or warranty in this Regulatory Agreement, or otherwise arising out of this
Regulatory Agreement, the prevailing party in such action shall be entitled to recover from the
other reasonable attorneys’ fees and out of pocket expenses (including expert witness fees) to be
fixed by the court which shall render a judgment, as well as the costs of suit.
14. Severability. In the event that any provision or covenant of this Regulatory Agreement is
held by a court of competent jurisdiction to be invalid or unenforceable, then it shall be severed
from the remaining portions of this Regulatory Agreement which shall remain in full force and
effect.
15. Recordation; Waiver and Amendment. This Regulatory Agreement shall be recorded in
the Office of County Recorder of San Diego, California. No provision of this Regulatory
Agreement, or breach of any provision, can be waived except in writing. Waiver of any provision
or breach shall not be deemed to be a waiver of any other provision, or of any subsequent breach
of the same or other provision. This Regulatory Agreement may be amended, modified or
rescinded only in writing signed by Developer, the City Manager and the Executive Director of
the Lender.
16. Remedies.
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(a) Contract Governed by Laws of State of California. This Regulatory Agreement, its
performance, and all suits and special proceedings under this Regulatory Agreement, shall be
constituted in accordance with the laws of the State of California and Federal law, to the extent
applicable. In any action, special proceeding, or other proceeding that may be brought arising out
of, under or because of this Regulatory Agreement, the laws of the State of California and the
United States, to the extent applicable, shall govern to the exclusion of the law of any other forum,
without regard to the jurisdiction in which the action or special proceeding may be instituted.
(b) Standing, Equitable Remedies; Cumulative Remedies. Developer expressly agrees
and declares that Lender or any successor or public agency shall be the proper party and shall have
standing to initiate and pursue any and all actions or proceedings, at law or in equity, to enforce
the provisions hereof and/or to recover damages for any default hereunder, notwithstanding the
fact that such damages or the detriment arising from such a default may have actually been suffered
by some other person or by the public at large. Further, Developer expressly agrees that
receivership, injunctive relief and specific performance are proper pre-trial and/or post-trial
remedies hereunder, and that, upon any default, and to assure compliance with this Regulatory
Agreement. Nothing in this Section 16(b), and no recovery to Lender, shall restrict or limit the
rights or remedies of persons or entities other than Lender, against Developer in connection with
the same or related acts by Developer. The remedies set forth in this Section are cumulative and
not mutually exclusive, except the extent that their award is specifically determined to be
duplicative by final order of a court of competent jurisdiction.
(c) Remedies at Law for Breach of Tenant Restrictions. In the event of any material
default hereunder regarding restrictions on the operation and the transfer of the Property (excluding
Permitted Transfers) and the expiration of any applicable cure period provided under the Loan
Agreement, Lender shall be entitled to, in addition to any and all other remedies available at law
or in equity: (i) declare all of the Housing Fund Loan and HOME and HOME-ARP Loan to be all
due and payable; and (ii) recover compensatory damages. The amount of such compensatory
damages shall be the product of multiplying: (A) the number of months that the default in question
has continued until the time of trial by (B) the result of subtracting the rents properly chargeable
hereunder for the Affordable Units in question from the amount actually charged for those
Affordable Units. Developer and Lender agree that it would be extremely difficult or
impracticable to ascertain the precise amount of actual damages accruing to Lender as a result of
such a default and that the foregoing formula is a fair and reasonable method of approximating
such damages. Lender shall be entitled to seek and to recover damages in separate actions for
successive and separate breaches which may occur. Further, interest shall accrue on the amount
of such damages from the date of the breach in question at the rate of ten percent (10%) per annum
or the maximum rate then allowed by law, whichever is less.
17. Lender’s Approval of Property Manager. At all times that this Regulatory Agreement is in
force and effect, and Lender has served a thirty (30) day written notice of deficiencies in the
property management for the Project, which deficiencies have not been rectified by Developer
within the thirty (30) day period (unless such deficiency is not reasonably capable of being cured
within such thirty (30) day period, then such reasonable amount of time as is needed not to exceed
one hundred twenty (120) days, provided Developer commences cure within such thirty (30) day
period and continues to diligently pursue cure), then, Lender shall have the right, in its reasonable
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discretion upon thirty (30) days written notice: (i) to require the retention of a professional property
management firm to manage the Project; (ii) to approve, in advance and in writing, the retention
of any such property management firm, including the terms of the contract governing such
retention; and (iii) to require Developer to terminate any such property management firm, provided
that such termination shall comply with the termination provisions of the management contract in
question, and to require that Developer retain a replacement professional property management
firm, acceptable to the Developer, in its reasonable discretion. Developer shall cooperate with
Lender to effectuate Lender’s rights. The Lender approves Hyder & Company as the initial
property management firm for the residential portion of the Project.
18. Lease Provisions. Developer shall not include any of the provisions described in 24 C.F.R.
§92.253(b) in any lease for any part of the Property.
(a) All Affordable Units. Developer agrees that it will include in all of its leases and
cause its successors in interest to include in all of their leases the following provision:
Additional Lease Provisions/Annual Income Verification. Lessee/Tenant agrees,
upon written request from the Landlord or the City of National City (“City”), to
certify under penalty of perjury the accuracy of all information provided in
connection with the examination or reexamination of annual income of the tenant’s
household. Further, tenant agrees that the annual income and other eligibility
requirements are substantial and material obligations of the tenancy and that the
tenant will comply promptly with all requests for information with respect to the
tenancy from the landlord and/or City. Further, tenant acknowledges that tenant’s
failure to provide accurate information regarding such requirements (regardless of
whether such inaccuracy is intentional or unintentional) or the refusal to comply
with the request for information with respect thereto, shall be deemed a violation
of this lease provision, and a material breach of the tenancy and shall constitute
cause for immediate termination of the tenancy.
(b) HOME and HOME-ARP Affordable Units. Developer agrees that it will include
the following provision in all of its leases of HOME Units and HOME-ARP Units:
Term of Lease for HOME and HOME-ARP Program Restricted Units. Tenant has
been made aware by Landlord that the unit being leased was assisted with HOME
or HOME-ARP funds. Under the provisions of 24 C.F.R. §92.253, a lease must be
for a period of not less than one (1) year unless the parties agree by mutual
agreement that the term of the lease be less. The Tenant acknowledges by initialing
in the space below that it has been made aware of the provisions of 24 C.F.R.
§92.253.
19. Section 42 of the Internal Revenue Code.
(a) Section 42(h)(6)(E)(ii) of the Internal Revenue Code does not permit the eviction
or termination of tenancy (other than for good cause) of an existing tenant of any low-income unit
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or any increase in the gross rent with respect to such unit not permitted under Section 42 for three
(3) years after the date the Property is acquired by foreclosure or deed in lieu of foreclosure.
(b) Notwithstanding anything to the contrary contained herein or in the Agreement or
any of the Loan Documents, the Lender acknowledges that pursuant to Section 42 of the Internal
Revenue Code, the Project will be subject to a regulatory agreement by and between Developer
and the California Tax Credit Allocation Committee (“TCAC Regulatory Agreement”). The
Lender further acknowledges and agrees that the terms and conditions of the TCAC Regulatory
Agreement may impose rental restrictions that are more strict than the restrictions set forth herein,
and compliance by Developer of any such stricter rental restrictions set forth in the TCAC
Regulatory Agreement shall not constitute a default hereunder or under the Loan Agreement.
20. Notices. Notices under this Regulatory Agreement shall be in writing and sent (a) by
certified or registered U.S. mail, return receipt requested, (b) overnight by a nationally recognized
overnight courier such as UPS Overnight or FedEx, or (c) by personal delivery. All notices shall
be effective upon receipt (or refusal to accept delivery). All notices shall be delivered to the
following addresses (which addresses may be changed by written notice):
Lender: Housing Authority of the City of National City
1243 National City Blvd.
National City, CA 91950
Attn: Executive Director
Developer: Union Tower One LP
c/o Wakeland Housing and Development Corporation
1230 Columbia Street, Suite 950
San Diego, CA 92101
Attn: President and CEO
With copies to: NCPA Union Tower One, LLC
2323 D Avenue
National City California 91950
Attn. CEO
Borrower’s limited partners:
Hudson Union Tower LP
Hudson-FM SLP LLC
630 Fifth Avenue, 28th Floor
New York, NY 10111
Attn: General Counsel
20. Monitoring Fees. Commencing upon completion of construction, the Developer shall pay
to Lender an annual occupancy monitoring fee (“Annual Loan Monitoring Fee”), as determined
by Lender schedules printed by Lender from time to time (which amount is $215.00 per unit per
year at the time of recordation of this Agreement), said fee shall be subject to revision annually.
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12
The schedule of monitoring fees may be requested from Lender. Annual Loan Monitoring Fees
shall be paid to Lender annually within thirty (30) days after Lender provides a written invoice for
the same. Concurrently herewith, the Developer and the City of National City are entering into an
Affordable Housing Density Bonus Agreement (“Density Bonus Agreement”) of even date
herewith. The Density Bonus Agreement also requires payment of annual occupancy monitoring
fee. The annual occupancy monitoring fee shall be payable under either this Agreement or the
Density Bonus Agreement, i.e., if the Developer pays the annual occupancy monitoring fee to the
Lender pursuant to this Section 20, then the annual occupancy monitoring fee under the Density
Bonus Agreement shall be deemed satisfied for such year. Failure to timely pay the Annual Loan
Monitoring Fee shall constitute a material default under the terms and conditions of the Agreement
and this Agreement. The Annual Loan Monitoring Fee shall be paid to Lender as a consideration
for the lending of funds by Lender to Developer.
21. Signature Authority. All individuals signing this Regulatory Agreement for a party which
is a corporation, limited liability company, partnership or other legal entity, or signing under a
power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant
to the Lender that they have the necessary capacity and authority to act for, sign and bind the
respective entity or principal on whose behalf they are signing.
22. Agreements Concerning the Commercial Space. The Developer will hold its interest in the
Property as a ground lessee under a ground lease (“Ground Lease”). The Developer agrees that
the Commercial Space shall be built without application of any of the Housing Fund Loan proceeds
to the Commercial Space or its construction. The Lender acknowledges that the source of funds
for the construction of the Commercial Space shall be from the ground lessor or its affiliate, who
will also be a tenant of Developer under a master lease for the Commercial Space. The Lender
agrees that Developer shall have the right to lease the Commercial Space, to be the ground lessor
(or its affiliate, and their successors, collectively the “Master Tenant”) and that Master Tenant can
sublease it to a commercial user. The master lease shall provide to Master Tenant the right,
subsequent to the completion of the construction of the Project, to: (1) with Developer’s
cooperation, pursue and achieve the conversion of the project to a condominium project, so that
the Commercial Space can be conveyed to the Master Tenant, and owned separately in fee from
the Affordable Units in the project, with reasonable rights to use all areas of the project other than
the Affordable Units, to use the remainder of the project to support the Commercial Space, and to
use the common areas of the project for ordinary common area uses including ingress and egress;
and (2) be conveyed the fee interest in the Commercial Space without being subject to this
Agreement. The Lender agrees to release the Commercial Space from this Agreement and
terminate this Agreement as an encumbrance affecting the Commercial Space, provided that the
conveyance of the Commercial Space is made subject to a declaration of covenants conditions and
restrictions, or a recorded agreement serving a similar function (collectively “CC&RS”) which
CC&Rs shall, among other things, require the grantee of the Commercial Space: (i) not interfere
with the operation of the remainder of the Project as an affordable housing project, (ii) pay a fair
share of the costs of the maintenance and operation of (a) the project’s common areas and (b) the
building in which the Commercial Space is located; and (iii) pay for all operation, maintenance
repair and reconstruction costs associated with the Commercial Space. The parties hereto further
agree that the CC&Rs to be recorded against the fee interest in the Property shall be subject to the
reasonable consent of the Lender not to be unreasonably withheld or delayed. The Lender agrees
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13
that should it foreclose and acquire Developer’s interest in the Property, that it will continue to be
bound by the terms and provisions of this Section 22 and that the provision of this section 22 shall
survive any foreclosure on the Property or any termination of this Agreement, and that the
provision of this section 22 are provided for the purpose of giving the person who has caused the
funding for the construction of the Commercial Space the benefit of funding the construction of
the Commercial Space. During the term of the master lease for the Commercial Space, or until its
earlier termination, provided that the Master Tenant under the master lease attorns to Lender if it
becomes the landlord under the master lease, such foreclosure shall not terminate the master lease
and Lender shall not disturb the Master Tenant or its subtenant(s) unless after the time of
foreclosure, the Master Tenant is in default under the master lease and Lender notifies the Master
Tenant, in writing, that there is a breach of the master lease and it will be terminated by Lender if
such default is not cured within the time applicable to curing such a default, as provided for under
the master lease.
DEVELOPER:
Union Tower One LP, a California limited partnership
By: Union Tower LLC
a California limited liability company
Its: Managing General Partner
By: Wakeland Housing and Development Corporation,
a California nonprofit public benefit corporation
Its: Manager
By:___________________________
Rebecca Louie, President and CEO
By: NCPA Union Tower One, LLC
a California limited liability company
Its: Co-General Partner
By: SDBTC Family Housing Corp. One, a California nonprofit public benefit corporation
Its: Manager
By: __________________________
Jodi Barthold, Chief Financial Officer
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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14
HOUSING AUTHORITY:
Community Development Commission-Housing Authority of the City of National City
By:______________________________________
Benjamin A. Martinez, Executive Director
CITY:
City of National City
By:______________________________________
Benjamin A. Martinez, City Manager
Approved as to form:
By:______________________________________
Barry J. Schultz, City Attorney
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15
ACKNOWLEDGMENT
State of California )
)
County of San Diego )
On ____________________, 2024, before me, _________________________________, notary
public, personally appeared __________________________________________ 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 _______________________ (Seal)
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.
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16
ACKNOWLEDGMENT
State of California )
)
County of San Diego )
On ____________________, 2024, before me, _________________________________, notary
public, personally appeared __________________________________________ 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 _______________________ (Seal)
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.
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17
Exhibit “A”
Property Legal Description
That certain real property situated in the City of National City, County of San Diego, State of
California, described as follows:
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Exhibit “C”
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1
DO NOT DESTROY THIS NOTE: WHEN PAID, THIS NOTE AND THE DEED OF TRUST
SECURING IT MUST BE SURRENDERED TO TRUSTEE FOR CANCELLATION BEFORE
RECONVEYANCE WILL BE MADE.
----------------------------------------------------------------------------------------------------------------
PROMISSORY NOTE
(Union Tower-Housing Authority Housing Fund)
(“Note”)
National City, California February __, 2024
1. Principal and Interest. For value received, Union Tower One LP, a California limited
partnership (“Maker”), in consideration of that certain Construction and Permanent Financing Loan
Agreement (Union Tower) (“Loan Agreement”) of even date herewith between the Maker and the
Community Development Commission-Housing Authority of the City of National City (“Housing
Authority”), Maker promises to pay to the Housing Authority, or order, at 140 East 12th Street, National
City, California 91950-3312, or such other place as the holder may from time to time designate by
written notice to Maker, the principal sum of Eight Million and No/100 Dollars ($8,000,000.00), or so
much as is advanced, together with accrued interest from the date disbursed at the rate of three percent
(3%) simple interest per annum, except in the event of a default under this Note or any of the Loan
Documents, as defined below, past any applicable notice and cure period, in which event ten percent
(10%) simple interest shall be deemed to have accrued from the date of such default. This Note is
made pursuant to the Loan Agreement and the Deed of Trust (“Deed of Trust”), being executed
concurrently herewith, to be recorded in the office of the County Recorder of San Diego County. The
Loan Agreement, this Note, the Deed of Trust and Regulatory Agreement (as defined in the Loan
Agreement), together with any and all other documents executed in connection therewith, are
sometimes collectively referred to herein as the “Loan Documents.” All capitalized terms which are
not defined herein shall have the meaning ascribed to them in the Loan Agreement.
2. Term of Loan, Due Date and Right of Prepayment. Payments shall be due and payable as
follows:
(a) On May 31, 2027 (for calendar 2026), and annually on May 31 of each year thereafter
through the end of the term described in (b) below, Maker shall make annual payments to the Housing
Authority under this Note in an amount equal to 17.37% of the Residual Receipts, as defined herein,
for the immediately previous calendar year (on a form acceptable to the Housing Authority in its sole
discretion). Concurrently herewith the Housing Authority is making a loan to Maker in the original
principal amount of up to of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00)
(“HOME and HOME-ARP Loan”). The HOME and HOME-ARP Loan shall also be repayable out of
Residual Receipts. Residual Receipts shall be allocated first to this Note until paid in full, then to the
HOME and HOME-ARP Loan until paid in full.
(b) All principal and unpaid interest shall be due and payable by the Maker to the Housing
Authority on December 31, 2081.
(c) Except as otherwise set forth in the Loan Agreement, all principal and unpaid interest
shall be due and payable concurrently with the refinancing of any loan or other obligation secured all
or in part by the Property, as defined in the Deed of Trust.
(d) All principal and accrued interest shall be due and payable by the Maker to the Housing
Authority upon acceleration of this Note pursuant to Section 4, below.
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2
(e) Except as otherwise permitted by the Loan Agreement, all principal and accrued
interest shall be due and payable by the Maker to the Housing Authority upon any sale, transfer,
conveyance or further encumbrance of all or any part of the Property, as defined in the Deed of Trust,
which is not consented to by the Housing Authority in writing.
“Residual Receipts” shall mean Gross Income less Operating Expenses, calculated on a
calendar year basis, as provided herein. All calculations of Residual Receipts shall be subject to
verification and approval by the Housing Authority.
“Gross Income” shall mean all gross income of Maker from all residential and non-residential
components of the Project, as such term is defined in the Loan Agreement, and any other income to
Maker derived from the Property, and the proceeds of any sale, financing or refinancing of all or any
portion of Property or the sale, transfer or conveyance of Maker. Provided, however, that Gross Income
shall not include (i) insurance proceeds or condemnation proceeds; (ii) security deposits or other tenant
deposits; (iii) equity contributions to Maker made by the partners of Maker; (iv) disbursements from
operating or replacement reserves; or (v) interest earned on project reserves. Interest earned (if any)
on project reserves shall accrue to the applicable project reserve account and shall only be used for the
purposes for which the reserve was established.
“Operating Expenses” shall mean actual, reasonable and customary costs, taxes, fees and
expenses directly attributable to the operation, maintenance and management of the Project, to the
extent approved by Housing Authority in Maker’s annual operating budget, expressly including, but
not limited to, the following: (i) required non-contingent debt service payments (including issuer fees,
bond fees, trustee fees and similar fees) on any loans permitted to be secured by the Property that is
senor to the Deed of Trust, which have been approved by the Housing Authority; (ii) the annual deposit
to the replacement reserve which shall be $47,000.00, and any other scheduled deposits and/or
replenishments to reserves; (iii) all current and unpaid general and limited partner partnership fees (all
fees payable to all general partners and limited partners of the Maker), which shall not exceed
$36,500.00 (escalating at 3% annually on a cumulative basis if not paid in prior years) per year in the
aggregate; (iv) water, sewer, electrical, gas, and other utility-type charges for the Project; (v) costs to
operate and maintain the Project; (vi) insurance premiums; (vii) expenses incurred in connection with
the management and operation of the Project (including property management fees which are approved
by the Housing Authority); (viii) capital expenditures to the Project to comply with applicable laws or
otherwise to improve the operation or management of the Project to the extent such capital expenditures
are not made from reserves and are approved by the Housing Authority in writing or by approval of
the applicable budget setting forth such capital expenditures prior to Maker undertaking such capital
expenditures; (ix) payment of any unpaid tax credit adjusters owed to Maker’s limited partner; (x)
payments to Deferred Developer Fee, as defined in the Loan Agreement; and (xi) the City of National
City’s and the Housing Authority’s annual monitoring fees as required pursuant to the Regulatory
Agreement and that certain Density Bonus Agreement between the Housing Authority and Maker,
among others and the County of San Diego Health and Human Services Agency’s annual monitoring
fees as required in connection with its loan to Maker.
This Note may be prepaid in whole or in part at any time and, from time to time, without notice,
premium or penalty. Any payment, including any prepayment, shall be allocated first to unpaid interest
and then to principal. Except as permitted by the Loan Agreement, should the undersigned sell,
convey, transfer, further encumber, or dispose of the Property described in the Deed of Trust securing
this Note, or any part of it, or any interest in it, without first obtaining the written consent of Housing
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3
Authority, or the then holder of this Note, which consent shall be granted or withheld in the reasonable
discretion of the Housing Authority, then all obligations secured by this Note may be declared due and
payable, at the option of Housing Authority, or the then holder of this Note. The Housing Authority
reserves the right to approve all sales, transfers, conveyances, additional encumbrances, or dispositions
of the Property, unless otherwise provided in the Loan Agreement. Consent to one transaction of this
type will not constitute a waiver of the right to require consent to future or successive transactions.
3. Security for Note. This Note is secured by the Deed of Trust of even date herewith executed
by Maker, which creates a lien on the Property described therein, and by the Loan Documents,
including the Security Agreement.
4. Acceleration Upon Default. In the event of any default under the terms of the Loan Documents,
or acceleration of any prior or subsequent loans, notes and/or deeds of trust, at the option of the holder
of this Note, beyond any applicable notice and cure periods set forth therein (including notice to
Maker’s limited partner), all principal and interest under this Note shall immediately become due and
payable, without further notice. Failure to exercise such remedy shall not constitute a waiver of the
right to exercise it in the event of any subsequent default. Without limiting any other events of default
contained herein, or in any of the Loan Documents, the failure to complete construction of the Project
substantially in accordance with the plans and specifications and place the Project “in service” (as such
term is used in 26 U.S.C. §42) on or before December 31, 2026, shall be considered an event of default
entitling the Housing Authority to accelerate the payment of principal and interest hereunder, as
provided in this Section 4. Time is of the essence.
5. Payment and Interest Calculation. Principal and interest shall be payable in lawful money of
the United States of America. Interest shall be computed based on a 360-day year and 30-day month.
Payments shall be applied to interest first and then to any unpaid principal balance.
6. Incorporation of the Loan Agreement. The provisions of the Loan Agreement are expressly
incorporated into this Note by this reference.
7. Waiver. Maker hereby waives diligence, presentment, protest and demand, notice of protest,
dishonor and nonpayment of this Note, and expressly agrees that, without in any way affecting the
liability of Maker hereunder, the Housing Authority may extend any maturity date or the time for
payment of any installment due hereunder, accept additional security, release any party liable
hereunder and release any security now or hereafter securing this Note. Maker further waives, to the
full extent permitted by law, the right to plead any and all statutes of limitations as a defense to any
demand on this Note, or on any Deed of Trust, security agreement, guaranty or other agreement now
or hereafter securing this Note.
8. Recourse During Construction and Non-Recourse After Completion.
(a) Prior to the timely placement of the Project “in service” (as such term is used in 26
U.S.C. §42) (i.e., on or before December 31, 2026), in any action brought to enforce the obligations of
Maker under this Note or the Loan Documents, the judgment or decree shall be enforceable against
Maker, in addition to any collateral security for the payment of this Note, and Housing Authority may
seek any deficiency judgment against Maker.
(b) Following the timely placement of the Project “in service” (as such term is used in 26
U.S.C. §42) (i.e., on or before December 31, 2026), nothing contained herein shall be deemed to cause
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4
Maker (or any of its partners) to be personally liable for any of the obligations evidenced hereby, and
the Housing Authority shall not seek any personal or deficiency judgment on such obligations, and the
sole remedy of the Housing Authority with respect to repayment of the loan evidenced by this Note
shall be against the Property.
(c) Notwithstanding Section 8(b), above, Maker shall indemnify, defend, protect and hold
the Housing Authority harmless from and against any and all loss, damage, liability, action, cause of
action, cost or expense incurred by the Housing Authority as a result of any (i) fraud or material
misrepresentation by Maker under or in connection with the loan evidenced by this Note or any Loan
Document; (ii) intentional bad faith waste of the Property; (iii) losses resulting from Maker’s failure
to maintain insurance as required under the Deed of Trust or the Loan Documents; and (iv)
misapplication of any rents, security deposits, insurance proceeds, condemnation awards or any other
proceeds derived from the collateral security in a manner prohibited by the Loan Documents. The
Housing Authority shall promptly provide Maker with written notice of any event for which Maker
has an indemnification obligation as provided in this Section 8(c).
(d) Notwithstanding anything to the contrary contained herein, Maker’s obligation to
indemnify the Housing Authority as set forth in Section 8(c), above, shall be personal, recourse
obligations of the Maker and in the event of any breach of such obligations, the Housing Authority
shall have the right to proceed directly against the Maker to recover any and all losses, damages,
liabilities, actions, causes of action, costs and expenses resulting from such breach and the right to
bring any action and to institute any proceedings to obtain a deficiency judgment in or following after
foreclosure for any and all losses, damages, liabilities, actions, causes of action, costs and expenses
resulting from such breach.
9. Late Charge. In addition to the foregoing, if any installment due hereunder is not paid within
fifteen (15) days from the date due, Maker promises to pay a “late charge” of five percent (5%) of the
installment so overdue to defray the expense incident to handling any such delinquent payment or
payments.
10. Severability. If any provision of this Note is determined to be void by court of competent
jurisdiction, such determination shall not affect any other provision of this Note, and such other
provisions shall remain in full force and effect.
11. Non-Waiver. No delay in demanding or failure to demand performance hereunder shall
constitute a waiver by the Housing Authority of its right to subsequently demand such performance or
to exercise any remedies for any default hereunder. Further, in order to be effective, any waiver of any
of the Housing Authority’s rights and remedies hereunder shall be expressed in a writing signed by the
Housing Authority. Further waiver by the Housing Authority of any right hereunder shall not
constitute a waiver of any other right, including but not limited to the right to exercise any and all
remedies for a different or subsequent event of default hereunder.
12. Replacement Note. The undersigned agrees that, in the event that this Note shall become lost
or stolen, upon request of the Housing Authority, the undersigned shall execute a replacement note
incorporating the terms hereof, provided that the Housing Authority shall furnish a written agreement
to indemnify the undersigned against all losses, costs, and damages arising from a duplicative demand
for payment under this Note.
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5
13. Interpretation. This Note shall be governed and interpreted in accordance with applicable
California law.
14. Signature Authority. All individuals signing this Note for a party which is a corporation,
limited liability company, partnership or other legal entity, or signing under a power of attorney, or as
a trustee, guardian, conservator, or in any other legal capacity, covenant to the Housing Authority that
they have the necessary capacity and authority to act for, sign and bind the respective entity or principal
on whose behalf they are signing.
MAKER:
Union Tower One LP, a California limited partnership
By: Union Tower LLC
a California limited liability company
Its: Managing General Partner
By: Wakeland Housing and Development Corporation,
a California nonprofit public benefit corporation
Its: Manager
By:___________________________
Rebecca Louie, President and CEO
By: NCPA Union Tower One, LLC
a California limited liability company
Its: Co-General Partner
By: SDBTC Family Housing Corp. One, a California nonprofit public benefit corporation
Its: Manager
By: __________________________
Jodi Barthold, Chief Financial Officer
Page 187 of 251
Exhibit “D”
Page 188 of 251
1
RECORDING REQUESTED BY:
COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF
NATIONAL CITY
AND WHEN RECORDED RETURN TO:
COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF
NATIONAL CITY
Records Management Department
1243 National City Blvd.
National City, California 91950
DEED OF TRUST
(Union Tower)
THIS DEED OF TRUST (“Deed of Trust”) is dated as of the __ day of February, 2024, by and
among Union Tower One LP, a California limited partnership (“Trustor”), whose address is c/o
Wakeland Housing and Development Corporation, 1230 Columbia Street, Suite 950, San Diego,
California 92101, Commonwealth Land Title Company (“Trustee”) and the City of National City
and Community Development Commission-Housing Authority of the City of National City
(“collectively, the Beneficiary”), whose address is 140 East 12th Street, National City, California
91950-3312.
TRUSTOR HEREBY irrevocably grants, transfers, and assigns to Trustee, in trust, with
power of sale, a leasehold interest in that certain real property (“Property”) in the City of National
City, County of San Diego, State of California, described as:
(See Legal Description - Exhibit “A”)
FOR THE PURPOSE OF SECURING:
(a) Payment of the indebtedness evidenced by that certain Promissory Note (Union Tower-
Housing Authority Housing Fund) of even date herewith executed by Trustor, in the principal sum
of Eight Million and No/100 Dollars ($8,000,000.00), and any renewal, extension, or modification
of the promissory note (“Housing Authority Note”);
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2
(b) Payment of the indebtedness evidenced by that certain Promissory Note (Union Tower-
HOME and HOME-ARP Funds) of even date herewith executed by Trustor, in the principal sum
of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00), and any renewal,
extension, or modification of the promissory note (“HOME and HOME-ARP Note”);
(c) Any additional sums and interest that may hereafter be loaned to the then record owner of
the Property by Beneficiary, when evidenced by another note or notes reciting that it or they are
so secured;
(d) The performance of each agreement contained in this Deed of Trust;
(e) The performance of each agreement of Trustor under that certain Construction and
Permanent Financing Loan Agreement (Union Tower) of even date herewith, by and between
Trustor and Beneficiary on file in the Office of Beneficiary (“Loan Agreement”); and
(f) The performance of each agreement and covenant of Trustor under that certain Regulatory
Agreement (Union Tower) of even date herewith and recorded concurrently herewith affecting the
Property (“Regulatory Agreement”); and
(g) The performance of each agreement and covenant of Trustor under that certain Affordable
Housing Density Bonus Agreement (Union Tower) of even date herewith and recorded
concurrently herewith affecting the Property (“Density Bonus Agreement”).
A. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR
AGREES:
1. Maintenance and Repair. To keep the Property in good condition and repair, ordinary wear
and tear excepted; not to remove or demolish any buildings on the Property (other than any planned
demolition contemplated in the plans and specifications); to complete or restore promptly and in
good and workmanlike manner any building that may be constructed, damaged, or destroyed on
the Property; to pay when due all claims for labor performed and materials furnished for the
Property unless such claims are being contested by Borrower in good faith and such claims have
been bonded over or otherwise secured against to Beneficiary’s satisfaction; to comply with all
laws affecting the Property or requiring any alterations or improvements to be made on the
Property; not to commit or permit waste of the Property; not to commit, suffer, or permit any act
upon the Property in violation of law; and to cultivate, irrigate, fertilize, fumigate, prune, and do
all other acts that from the character or use of the Property may be reasonably necessary.
2. Fire Insurance. To provide, maintain, and (subject to the rights of senior lenders) deliver
to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary as its interest may
appear. Subject to the rights of any senior lenders, the amount collected under any fire or other
property insurance policy may be applied by Beneficiary to any amounts secured by this Deed of
Trust and in any order determined by Beneficiary, or at the option of Beneficiary the entire amount
so collected or any part of that amount may be released to Trustor. This application or release
shall not cure or waive any default or notice of default under this Deed of Trust or invalidate any
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act done pursuant to such a notice. Notwithstanding the foregoing, but subject to the rights of
senior lenders, in the event of any fire or other casualty to the Property, Trustor shall have the right
to rebuild the Property, and to use all available insurance proceeds therefor, provided that (a) such
proceeds are sufficient to rebuild the Property in a manner that provides adequate security to
Beneficiary for repayment of the indebtedness secured hereby or if such proceeds are insufficient
then Trustor shall have funded any deficiency, (b) Beneficiary shall have the right to approve
(which shall not be unreasonably withheld, conditioned or delayed) plans and specifications for
any major rebuilding and the right to approve (which shall not be unreasonably withheld,
conditioned or delayed) disbursements of insurance proceeds for rebuilding under a construction
escrow or similar arrangement, and (c) no material default by Trustor then exists hereunder or
under the Loan Agreement, Density Bonus Agreement, Regulatory Agreement, Housing Authority
Note or HOME and HOME-ARP Note which would not be cured by rebuilding. If the casualty
affects only part of the Property and total rebuilding is not feasible, then, subject to the rights of
senior lenders, proceeds may be used for partial rebuilding and partial repayment of the
indebtedness secured hereby in a manner that provides adequate security to Beneficiary for
repayment of the remaining indebtedness secured hereby.
3. Defense of Security. To appear in and defend any action or proceeding purporting to affect
the security of this Deed of Trust or the rights or powers of Beneficiary, or Trustee; and to pay all
costs and expenses in any such action or proceeding in which Beneficiary or Trustee may appear,
and in any suit brought by Beneficiary to foreclose this Deed of Trust.
4. Payment of Liens and Taxes. To pay all taxes and assessments affecting the Property prior
to such payments becoming due, including assessments on appurtenant water stock, all
encumbrances, charges, and liens, with interest, on the Property or any part of the Property, which
appear to be prior or superior to this Deed of Trust; and all costs, fees, and expenses of this Deed
of Trust. If Trustor fails to make any payment or to do any act as provided in this Deed of Trust,
then Beneficiary or Trustee may (but is not obligated to) make the payment or do the act in the
required manner and to the extent deemed necessary by Beneficiary or Trustee to protect the
security of this Deed of Trust. The performance by Beneficiary or Trustee of such an act shall not
require notice to or demand upon Trustor and shall not release Trustor from any obligation under
this Deed of Trust. Beneficiary or Trustee shall also have the following related rights and powers:
to enter upon the Property for the foregoing purposes; to appear in and defend any action or
proceeding purporting to affect the security of this Deed of Trust or the rights or powers of
Beneficiary or Trustee; to pay, purchase, contest, or compromise any encumbrance, charge, or lien
that in the judgment of either appears to be prior or superior to this Deed of Trust.
5. Reimbursement of Costs. To pay immediately and without demand all sums expended by
Beneficiary or Trustee pursuant to this Deed of Trust, with interest from date of expenditure at the
amount allowed by law in effect at the date of this Deed of Trust, and to pay any amount demanded
by Beneficiary (up to the maximum allowed by law at the time of the demand) for any statement
regarding the obligation secured by this Deed of Trust.
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6. Use. That Trustor will not permit or suffer the use of any of the Property for any purpose
other than the use for which the same was intended at the time this Deed of Trust was executed.
The Beneficiary hereby acknowledges that a portion of the Property shall be office space consisting
of the entire seventh floor of one building will be subleased by the Trustor to SDBTC Family
Housing Corp Three, a California corporation.
7. Incorporation of Agreements. The Housing Authority Note, HOME and HOME-ARP
Note, Loan Agreement, Density Bonus Agreement and Regulatory Agreement are incorporated
herein by reference and made a part of this Deed of Trust, although not attached. Copies are on
file in the office of the Beneficiary.
8. Performance of Other Obligations. To perform, in a timely manner, each agreement and
covenant by and between Trustor on any and all notes, loans and deeds of trust that are senior
and/or junior to this Deed of Trust. A default in any of these obligations after the expiration of
any applicable notice or cure period shall constitute a default under this Deed of Trust.
B. THE PARTIES AGREE THAT:
9. Condemnation Award. Any award of damages in connection with any taking or
condemnation, or for injury to the Property by reason of public use, or for damages for private
trespass or injury to the Property, is hereby assigned and shall be paid to Beneficiary (subject to
the rights of any senior lenders), as its interest may appear as further security for all obligations
secured by this Deed of Trust. Upon receipt of such proceeds, Beneficiary shall apply or release
them in the same manner and with the same effect as provided in Section 2 of this Deed of Trust
for the disposition of proceeds of fire or other insurance.
10. Waiver of Late Payments. By accepting payment of any sum secured by this Deed of Trust
after its due date, Beneficiary does not waive its right either to require prompt payment when due
of all other sums so secured or to declare default for failure to pay any amounts secured by this
Deed of Trust.
11. Trustee’s Powers. Upon written request of Beneficiary, Trustee may (a) reconvey all or
any part of the Property; (b) consent to the making and recording, or either, of any map or plat of
all or any part of the Property; (c) join in granting any easement on the Property; or (d) join in or
consent to any extension agreement or any agreement subordinating the lien, encumbrance, or
charge of this Deed of Trust. Trustee need not provide Trustor with notice before taking any of
the foregoing actions, and shall not be liable for the proper performance of the act. The exercise
by Trustee of any of the foregoing powers shall not affect the personal liability of any person with
respect to the obligations secured by this Deed of Trust, or the lien of this Deed of Trust on the
remaining property as security for the repayment of the full amount secured by this Deed of Trust.
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12. Full Reconveyance. Upon written request of Beneficiary stating that all obligations
secured by this Deed of Trust have been performed in full, surrender of this Deed of Trust, the
Housing Authority Note and HOME and HOME-ARP Note, and any other notes secured by this
Deed of Trust to Trustee for cancellation and retention, and payment of Trustee’s fees and charges,
Trustee shall reconvey, without warranty, the Property then subject to this Deed of Trust. The
recitals in the reconveyance shall be conclusive proof of the truthfulness of the recitals. The
grantee in the reconveyance may be described as “the person or persons legally entitled thereto.”
13. Assignment of Rents. As additional security, Trustor hereby gives to and confers upon
Beneficiary the right, power, and authority during the continuance of this Deed of Trust, to collect
the rents, issues, and profits of the Property, but reserves the right, prior to any default, which
continues beyond any applicable notice and cure periods, by Trustor in payment of any amounts
secured by this Deed of Trust or in the performance of any agreement under this Deed of Trust, to
collect and retain these rents, issues, and profits as they become due and payable. Upon any such
uncured default, Beneficiary may, without notice and without regard to the adequacy of the
security for the amounts secured by this Deed of Trust, either personally or by agent or court-
appointed receiver, do the following: enter upon and take possession of the Property or any part of
the Property; sue for or otherwise collect all rents, issues, and profits, including those past due and
unpaid; and apply these rents, issues, and profits, less costs and expenses of operation and
collection, upon any amounts secured by this Deed of Trust, in any order determined by
Beneficiary. The exercise of the foregoing rights by Beneficiary shall not cure or waive any default
or notice of default under this Deed of Trust or invalidate any act done pursuant to such a notice.
14. Default; Foreclosure. Upon material default by Trustor in the payment of any amounts
secured by this Deed of Trust or in the performance of any obligation under the Housing Authority
Note, HOME and HOME-ARP Note, Loan Agreement, Density Bonus Agreement, Regulatory
Agreement or this Deed of Trust, after the expiration of any and all applicable notice or cure
periods, Beneficiary may declare all sums secured by this Deed of Trust immediately due and
payable by delivering to Trustee a written declaration of default and demand for sale and a written
notice of default and election to sell the Property. Trustee shall cause the notice of default and
election to sell to be recorded. After the required time period has lapsed following the recordation
of the notice of default, and after notice of sale has been given as required by law, Trustee, without
demand on Trustor, shall sell the Property at the time and place specified in the notice of sale,
either as a whole or in separate parcels, and in any order determined by Trustee, at public auction
to the highest bidder for cash in lawful money of the United States, payable at the time of sale.
Trustee may postpone sale of all or any portion of the Property by public announcement at the time
and place of sale, and from time to time thereafter may postpone the sale by public announcement
at the time fixed by the preceding postponement. Trustee shall deliver to the purchaser at the
auction its deed conveying the Property sold, but without any covenant or warranty, express or
implied. The recital in the deed of any matter or fact shall be conclusive proof of the truthfulness
of the recital. Any person, including Trustor, Trustee, or Beneficiary, may purchase at the sale.
After deducting all costs, fees, and expenses of Trustee and Beneficiary under this section,
including costs of procuring evidence of title incurred in connection with the sale, Trustee shall
apply the proceeds of sale to payment of: all sums expended under the terms of this Deed of Trust,
not then repaid, with accrued interest at the amount allowed by law in effect at the date of this
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Deed of Trust; all other sums then secured by this Deed of Trust; and the remainder, if any, to the
person or persons legally entitled to the remaining proceeds. Notwithstanding anything to the
contrary contained herein, Beneficiary hereby agrees that Trustor’s limited partners shall each have
the right, but not the obligation, to cure any defaults of Trustor hereunder, and the Beneficiary
agrees to accept cures tendered by Trustor’s limited partners on the same basis as if made or
tendered by Trustor.
15. Due on Sale or Further Encumbrance. Except for Permitted Transfers or as otherwise
provided in the Loan Agreement, should Trustor agree to or actually sell, convey, transfer, or
dispose of, or further encumber the Property, or any part of it, or any interest in it, without first
obtaining the written consent of the Beneficiary, then all obligations secured by this Deed of Trust
may be declared due and payable, at the option of the Beneficiary. Consent to one transaction of
this type will not constitute a waiver of the right to require consent to future or successive
transactions.
16. General Provisions. This Deed of Trust applies to, inures to the benefit of, and binds all
parties to this Deed of Trust and their heirs, legatees, devisees, administrators, executors,
successors, and assigns. The term “Beneficiary” shall mean the holder and owner, including
pledgee, of the Housing Authority Note or HOME and HOME-ARP Note, whether or not named
as a beneficiary in this Deed of Trust, and the heirs, legatees, devisees, administrators, executors,
and assigns of any such person. In this Deed of Trust, whenever the context so requires, the
masculine gender includes the feminine and/or neuter, and the singular number includes the plural.
17. Acceptance by Trustee. Trustee accepts this Deed of Trust when this Deed of Trust, duly
executed and acknowledged, is made a public record as provided by law. Trustee is not obligated
to notify any party to this Deed of Trust of pending sale under any other deed of trust or of any
action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by
Trustee.
18. Substitution of Trustees. Beneficiary, or any successor in ownership of any obligations
secured by this Deed of Trust, may from time to time, by written instrument, substitute a successor
or successors to any Trustee named in or acting under this Deed of Trust. The substitution
instrument shall contain the name of the original Trustor, Trustee, and Beneficiary under this Deed
of Trust, the book and page where this Deed of Trust is recorded, and the name and address of the
new Trustee. When executed by Beneficiary and duly acknowledged and recorded in the office of
the recorder of the county or counties where the Property is situated, the substitution instrument
shall be conclusive proof of proper substitution of the successor Trustee or Trustees. Any
successor Trustee or Trustees shall, without conveyance from the predecessor Trustee, succeed to
all its title, estate, rights, powers, and duties.
19. Cumulative Powers and Remedies. The powers and remedies conferred in this Deed of
Trust are concurrent and cumulative to all other rights and remedies provided in this Deed of Trust
or given by law. These powers and remedies may be exercised singly, successively, or together,
and as often as deemed necessary.
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20. Conclusiveness of Recitals. The recitals contained in any reconveyance, trustee’s deed, or
any other instrument executed by Trustee from time to time under the authority of this Deed of
Trust or in the exercise of its powers or the performance of its duties under this Deed of Trust,
shall be conclusive evidence of their truth, whether stated as specific and particular facts, or in
general statements or conclusions. Further, the recitals shall be binding and conclusive upon
Trustor, its heirs, executors, administrators, successors, and assigns, and all other persons.
21. Co-Trustees. If two or more persons are designated as Trustee in this Deed of Trust, any,
or all, power granted in this Deed of Trust to Trustee may be exercised by any of those persons, if
the other person or persons are unable, for any reason, to act. Any recital of this inability in any
instrument executed by any of those persons shall be conclusive against Trustor and Trustor’s heirs
and assigns.
22. Request for Notices of Default and Sale. In accordance with Section 2924b of the
California Civil Code, request is hereby made that a copy of any Notice of Default and a copy of
any Notice of Sale under any deeds of trust executed by Trustor concerning the Property be mailed
to:
Housing Authority of the City of National City
140 East 12th Street
National City, CA 91950-3312
Attn: Executive Director
The Trustor requests that a copy of any notice of default and of any notice of sale under this Deed
of Trust be mailed to Trustor at the address of Trustor set forth above.
NOTICE: A copy of any notice of default and of any notice of sale will be sent only to the
address contained in this recorded request. If your address changes, a new request must be
recorded.
23. Inspections. Trustor shall permit Beneficiary and its agents or representatives, to inspect
the Property at any and all reasonable times upon reasonable advance notice and subject to the
rights of tenants. Inspections shall be conducted so as not to interfere with the tenants’ use and
enjoyment of the Property or the general operation of the Property.
24. Hazardous Materials Defined. For purposes of this Deed of Trust, “Hazardous Materials”
mean and include any hazardous, toxic or dangerous waste, substance or material including,
without limitation, flammable explosives, radioactive materials, asbestos, hazardous wastes, toxic
substances and any materials or substances defined as hazardous materials, hazardous substances
or toxic substances in (or for purposes of) the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (“CERCLA”), as amended (42 U.S.C. §9601, et seq.),
the Hazardous Materials Transportation Act (49 U.S.C. §1801, et seq.), the Resource Conservation
and Recovery Act (42 U.S.C. §6901, et seq.), and those substances defined as hazardous wastes in
§25117 of the California Health and Safety Code or as hazardous substances in §25316 of the
California Health and Safety Code or in any regulations promulgated under either such law, any
so-called “Superfund” or “Superlien” law, or any other federal, state or local statute, law,
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ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or
standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material,
as now or at any time hereafter in effect.
25. Trustor’s Hazardous Materials Representations and Warranties and Indemnity. In addition
to the general and specific representations, covenants and warranties set forth in this Deed of Trust
or otherwise, Trustor represents, covenants and warrants, with respect to Hazardous Materials, as
follows:
(a) Except as may otherwise be set forth in the Phase 1 and Phase 2, neither Trustor
nor, to the best knowledge of Trustor, any other person, has ever caused or permitted any
Hazardous Materials to be manufactured, placed, held, located or disposed of on, under or at the
Property or any part thereof, and neither the Property nor any part thereof, or any property adjacent
thereto, has ever been used (whether by Trustor or, to the best knowledge of Trustor, by any other
person) as a manufacturing site, dump site or storage site (whether permanent or temporary) for
any Hazardous Materials. “Hazardous Materials” for purposes of this Section 25 shall not include
substances typically used in the ordinary course of developing, operating and maintaining
apartment complexes in California or small amounts of chemicals, cleaning agents and the like
commonly employed in routine household uses in a manner typical of occupants in other similar
residential properties, provided that such substances are used in accordance with all applicable
laws.
(b) Trustor hereby agrees to indemnify Beneficiary, its officers, employees, contractors
and agents, and hold Beneficiary, its officers, employees, contractors and agents harmless from
and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and
every kind whatsoever paid, incurred or suffered by, or asserted against Beneficiary, its officers,
employees, contractors or agents for, with respect to, or as a direct or indirect result of, the presence
or use, generation, storage, release, threatened release or disposal of Hazardous Materials on or
under the Property or the escape, seepage, leakage, spillage, discharge, emission or release of any
Hazardous Materials from the Property (including, without limitation, any losses, liabilities,
damages, injuries, costs, expenses or claims asserted or arising under CERCLA, any so-called
“Superfund” or “Superlien” law, or any other federal, state or local statute, law, ordinance, code,
rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct
concerning any Hazardous Materials) regardless of whether or not caused by or within the control
of Trustor. The foregoing indemnification shall not apply to any liability resulting from (i) an
event that occurs after a transfer of the Property due to any foreclosure sale (judicial or nonjudicial)
or a deed in lieu of foreclosure, or (ii) acts or omissions of Beneficiary or its agents.
(c) Except as may otherwise be set forth in the Phase 1 and Phase 2, Trustor has not
received any notice of (i) the happening of any event involving the use, spillage, discharge, or
cleanup of any Hazardous Materials (“Hazardous Discharge”) affecting Trustor or the Property or
(ii) any complaint, order, citation or notice with regard to air emissions, water discharges, noise
emissions or any other environmental, health or safety matter affecting Trustor or the Property
(“Environmental Complaint”) from any person or entity, including, without limitation, the United
States Environmental Protection Agency (“EPA”). If Trustor receives any such notice after the
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9
date hereof, then Trustor will give, within seven (7) business days thereafter, oral and written
notice of same to Beneficiary.
(d) Without limitation of Beneficiary’s rights under this Deed of Trust, Beneficiary
shall have the right, but not the obligation, at any and all reasonable times and upon reasonable
advance notice to enter onto the Property or to take such other actions as it deems necessary or
advisable to clean up, remove, resolve or minimize the impact of, or otherwise deal with, any such
Hazardous Materials or Environmental Complaint upon its receipt of any notice from any person
or entity, including without limitation, the EPA, asserting the existence of any Hazardous Materials
in violation of applicable law or an Environmental Complaint on or pertaining to the Property
which, if true, could result in an order, suit or other action against Trustor affecting any part of the
Property by any governmental agency or otherwise which, in the sole opinion of Beneficiary, could
jeopardize its security under this Deed of Trust. All reasonable costs and expenses incurred by
Beneficiary in the exercise of any such rights shall be secured by this Deed of Trust and shall be
payable by Trustor upon demand together with interest thereon at a rate equal to the highest rate
payable under the Housing Authority Note and HOME and HOME-ARP Note.
(e) The foregoing representation, covenants, indemnities and warranties shall be
continuing and shall be true and correct for the period from the date hereof to the release of this
Deed of Trust (whether by satisfaction of the obligations secured hereby or foreclosure or action
in lieu thereof), and these representations, covenants, indemnities and warranties shall survive such
release.
26. Choice of Law. This Deed of Trust shall be governed by and construed in accordance with
the laws of the State of California.
27. Authority to Sign. All individuals signing this Deed of Trust for a party which is a
corporation, limited liability company, partnership or other legal entity, or signing under a power
of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to the
Beneficiary that they have the necessary capacity and authority to act for, sign and bind the
respective entity or principal on whose behalf they are signing.
28. Notices to Trustor and Trustor’s Limited Partner. Any notices delivered to Trustor
pursuant to this Deed of Trust shall be sent to Trustor, with a copy to Trustor’s limited partner, at
the addresses set forth in the Loan Agreement.
29. Permitted Refinancings. Trustor shall be permitted to refinance the Permanent Loan and
any other loan senior to this Deed of Trust at or before its maturity date on commercially
reasonable terms in an amount equal to or less than the then-outstanding principal balance of such
loan (the “Refinanced Loan”), and Beneficiary and Trustee agree that this Deed of Trust and the
other documents evidencing and/or securing the obligations hereunder shall remain subordinate to
any such Refinanced Loan.
30. Subordination to Tax Credit Regulatory Agreement. Beneficiary agrees that this Deed of
Trust is and shall be subordinate to the “extended low-income housing commitment” (as such term
is defined in Section 42(h)(6)(B) of the Internal Revenue Code of 1986, as amended) recorded
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against the Property in favor of the California Tax Credit Allocation Committee (the “Tax Credit
Extended Use Agreement”) provided that such Tax Credit Extended Use Agreement, by its terms,
terminates upon foreclosure or a transfer of the property by instrument in lieu of foreclosure subject
to the restrictions on tenant evictions and rent increases set forth in Section 42(h)(6)(E)(ii) of the
Internal Revenue Code of 1986, as amended.
TRUSTOR:
Union Tower One LP, a California limited partnership
By: Union Tower LLC
a California limited liability company
Its: Managing General Partner
By: Wakeland Housing and Development Corporation,
a California nonprofit public benefit corporation
Its: Manager
By:___________________________
Rebecca Louie, President and CEO
By: NCPA Union Tower One, LLC
a California limited liability company
Its: Co-General Partner
By: SDBTC Family Housing Corp. One, a California nonprofit public benefit corporation
Its: Manager
By: __________________________
Jodi Barthold, Chief Financial Officer
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ACKNOWLEDGMENT
State of California )
)
County of San Diego )
On ____________________, 2024, before me, _________________________________, notary
public, personally appeared __________________________________________ 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 (Seal)
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.
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ACKNOWLEDGMENT
State of California )
)
County of San Diego )
On ____________________, 2024, before me, _________________________________, notary
public, personally appeared __________________________________________ 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 (Seal)
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.
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Exhibit “A”
Property Description
That certain real property situated in the City of National City, County of San Diego, State of
California, described as follows:
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Exhibit “E”
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1
SECURITY AGREEMENT
(Union Tower)
THIS SECURITY AGREEMENT (“Agreement”) is dated as of the __ day of February, 2024,
by and between Union Tower One LP, a California limited partnership (“Borrower”) and the City
of National City and the Community Development Commission-Housing Authority of the City of
National City (collectively, the “Lender”).
RECITALS
A. Lender has agreed to make: (i) a loan in the original principal amount of up to Eight
Million and No/100 Dollars ($8,000,000.00) (“Housing Authority Loan”) to Borrower as
described in that certain Construction and Permanent Financing Loan Agreement (Union Tower-
Housing Authority Housing Fund) (“Loan Agreement”) of even date herewith by and between the
Borrower and Lender, which Housing Authority Loan is evidenced by that certain Eight Million
and No/100 Dollars ($8,000,000.00) Promissory Note (Union Tower-Housing Authority Housing
Fund) (“Housing Authority Note”) of even date herewith made by Borrower in favor of the Lender;
and (ii) a loan in the original principal amount of up to One Million Five Hundred Thousand and
No/100 Dollars ($1,500,000.00) (“HOME and HOME-ARP Loan”) to Borrower as described in
the Loan Agreement, which HOME and HOME-ARP Loan is evidenced by that certain One
Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) Promissory Note (Union
Tower-HOME and HOME-ARP Funds) (“HOME and HOME-ARP Note”) of even date herewith
made by Borrower in favor of the Lender. The Housing Authority Loan and HOME and HOME-
ARP Loan are secured by secured by that certain Deed of Trust (Union Tower) (“Deed of Trust”)
of even date herewith recorded against the Borrower’s ground lease interest in that certain real
property (“Property”) more particularly described in the Deed of Trust. The Loan Agreement,
Housing Authority Note, HOME and HOME-ARP Note, Deed of Trust and this Agreement may
be referred to collectively herein as the “Loan Documents.”
B. Borrower and the Lender desire that the Housing Authority Loan, HOME and
HOME-ARP Loan, Housing Authority Note and HOME and HOME-ARP Note should be further
secured by certain personal property owned by Borrower and the Property.
AGREEMENT
NOW, THEREFORE, for valid consideration, Borrower and the Lender agree, pledge and
covenant as follows:
1. Grant of Security Interest. Borrower hereby grants to the Lender a security interest, in the
following described personal property (“Collateral”):
SEE EXHIBIT “1” ATTACHED HERETO FOR DESCRIPTION OF COLLATERAL
2. Attachment of Security Interest. The security interest hereby created shall attach
immediately upon execution of this Agreement by Borrower and shall secure the payment of the
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Housing Authority Loan, HOME and HOME-ARP Loan, Housing Authority Note and HOME and
HOME-ARP Note according to the terms of the Loan Agreement.
3. Proceeds Included. Borrower also hereby grants to the Lender a security interest in and to
any and all additions and modifications to, replacements and substitutions for, and products,
proceeds, and interest from the Collateral on any sale, transfer, exchange or other disposition
thereof. However, nothing in this Section 3 shall be deemed to constitute a grant of authority to
Borrower to sell, transfer, exchange or otherwise dispose of the Collateral without the prior written
consent of the Lender other than in the ordinary course of Borrower’s business.
4. Warranties of Borrower. Borrower represents and warrants to Lender that:
(a) Borrower is or will be the full legal owner of the Collateral and except for any
senior or subordinate lenders, no other person or entity has or will have any right, title, interest or
claim in or to the Collateral or any part thereof, except for the security interest created herein, or
created pursuant to those certain deeds of trust and security agreements securing loans to borrower
that are senior or junior to the Deed of Trust and that were duly approved by the Lender, and/or
security interests in the Collateral granted by Borrower with the knowledge and approval of
Lender, in its reasonable discretion.
(b) Some or all of the Collateral is or will be located at the Property, and once so
located, it will not, during the continuance of this Agreement, be removed from the Property
without the prior written consent of Lender, except obsolete items other than in the ordinary course
of Borrower’s business. If the Collateral is moved or upon any default, which continues beyond
any applicable notice and cure periods, of this Agreement by Borrower, at Lender’s written
request, at its own cost and expense, shall assemble the Collateral wherever in San Diego County
the Lender requests the Collateral to be assembled.
5. Duty to Maintain. Borrower shall maintain the Collateral, and each part or item thereof, in
good order and repair, ordinary wear and tear excepted, at Borrower’s own cost and expense, and
shall not use the Collateral or allow the Collateral to be used in a manner which is likely to result
in deterioration of the Collateral to a degree beyond that associated with normal usage and ordinary
“wear and tear.”
6. Insurance. Borrower shall keep the Collateral, and all parts and items thereof, insured, at
Borrower’s own cost and expense, in an amount equal to the full replacement cost value of the
Collateral. Such insurance policy shall cover all insurable risks to which the Collateral might
foreseeably be exposed, and shall be issued by an insurance carrier acceptable to Lender, and shall
provide that the loss payable thereunder shall be paid to Borrower, Lender and to any senior
secured party, as their respective interests may appear. Notwithstanding the foregoing, this Section
6 shall not be deemed to require a separate insurance policy covering the Collateral, if equivalent
coverage first satisfactory to Lender is provided as part of the insurance maintained by Borrower
with respect to the Project (as defined in the Loan Agreement).
7. Taxes. Borrower shall be solely liable for any taxes or assessments which are levied or
assessed against the Collateral and shall ensure the prompt payment of same.
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8. Disposition of Collateral. Except for personal property in the ordinary course of business
or as otherwise allowed by the Loan Agreement, the Borrower shall not (without the prior written
consent of Lender), sell, transfer, encumber, hypothecate, exchange or otherwise dispose of the
Collateral until the Housing Authority Loan and HOME and HOME-ARP Loan are fully and
finally paid, except Borrower may replace items of collateral in the ordinary course of business
with items of equal or greater value.
9. Right to Inspect. Lender, through its agents or employees, shall have the right to enter the
Project at normal business hours upon reasonable advance notice (of not less than 48 hours) and
intervals to inspect and take inventory of the Collateral, provided the same does not unnecessarily
infringe upon the operation of the Project or the rights of the tenants.
10. Right to Make Payments. Lender shall be entitled, but not obligated, to pay, on behalf of
Borrower, after giving written notice to Borrower and ten (10) days from receipt of the notice in
which to make payment, any costs or expenses reasonably necessary to keep the Collateral fully
insured, properly repaired or maintained, and lien free, which costs or expenses Borrower should
have paid pursuant to this Agreement but failed to do so. The Lender shall have the right to enter
the Project, subject to the rights of the tenants, at normal business hours upon reasonable advance
notice (of not less than 48 hours) and intervals, to perform such acts as it may deem necessary for
the maintenance or protection of the Collateral. Any monies expended or expenses incurred under
this Section 10 shall be secured by the security interest created by this Agreement, and shall be
due and payable to Lender by Borrower, together with interest thereon at the lesser of ten percent
(10%) per annum or the maximum rate permitted by law, on demand.
11. Assignment by Lender. With prior notice to the Borrower, the Lender may assign its rights
hereunder and its security interest created herein to another public agency. In the event of such an
assignment, Lender’s assignee shall be entitled, upon written notice to Borrower of such assign-
ment, to all performance required of Borrower under this Agreement, and to all payments and
monies secured by this Agreement.
12. Default. If Borrower fails to perform any obligation provided for in this Agreement or to
pay any obligation secured by this Agreement as such obligation comes due, after any notice or
cure periods provided herein or in any unexpired Loan Documents, then Borrower shall be in
default of this Agreement, and Lender shall be entitled to all of the rights and remedies afforded
secured parties under applicable provisions of Division 9 of the California Commercial Code on
the date of this Agreement, excluding the right to any deficiency judgment against Borrower.
Further, Lender may also:
(a) Enter the Project to take possession of the Collateral, provided that the Collateral
shall not be removed from the Project unless such removal is reasonably necessary to protect the
Collateral from destruction or unauthorized removal by Borrower or some third party; or
(b) Enter the Project and dispose of the Collateral, in the manner provided by the
California Commercial Code; and
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Before exercising any of the foregoing rights, Lender shall first give written notice of such
default to Borrower and its limited partners and Borrower shall have thirty (30) days from receipt
of the notice to cure any such default before Lender exercises its rights (unless such deficiency is
not capable of being cured within such thirty (30) day period, then Borrower shall have such
amount of time as Lender determines is needed, not to exceed one hundred twenty (120) days).
Notwithstanding anything to the contrary contained herein, the Lender hereby agrees that any cure
of any default made or tender by any of the Borrower’s limited partners shall be deemed to be a
cure by the Borrower and shall be accepted or rejected on the same basis as if made or tendered
by the Borrower.
13. Financing Statement. Borrower authorizes the Lender to file any Financing Statement(s)
necessary to perfect the security interest created by this Agreement. Such Financing Statement(s)
shall be on a form or forms approved by the California Secretary of State, and Lender shall pay
the fees associated with filing such documents.
14. No Waiver. Neither the acceptance of any partial or delinquent payment by Lender nor
Lender’s failure to exercise any of its rights or remedies upon the occurrence of a default by
Borrower shall constitute a waiver of such default, a modification of this Agreement or of
Borrower’s obligations under this Agreement, or a waiver of any subsequent default by Borrower.
15. Term. This Agreement shall continue in effect until each and every obligation of Borrower
under the Loan Agreement has been satisfied (except any obligations that survive repayment of
the Housing Authority Loan or HOME and HOME-ARP Loan, foreclosure of the Property or
termination of the Loan Agreement), or until the Loan Agreement has terminated by virtue of a
foreclosure of a senior lienholder.
16. Time of Essence. Time is hereby expressly declared to be of the essence of this Agreement.
17. Notices. All notices under this Agreement shall be in writing and sent (a) by certified or
registered U.S. mail, return receipt requested, (b) overnight by a nationally recognized overnight
courier such as UPS Overnight or FedEx, or (c) by personal delivery. All notices shall be effective
upon receipt (or refusal to accept delivery). All notices shall be delivered to the following
addresses (which addresses may be changed by written notice):
Lender: Housing Authority of the City of National City
1243 National City Blvd.
National City, CA 91950
Attn: Executive Director
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Borrower: Union Tower One LP
c/o Wakeland Housing and Development Corporation
1230 Columbia Street, Suite 950
San Diego, CA 92101
Attn. President & CEO
with a copy to: NCPA Union Tower One, LLC
2323 D Avenue
National City, CA 91950
Attn: CEO
With copies to:
Borrower’s limited partners: Hudson Union Tower LP
Hudson-FM SLP LLC
c/o Hudson Housing Capital LLC
New York, NY 10111
Attention: General Counsel
with a copy to: Holland & Knight LLP
10 St. James Avenue, 12th Floor
Boston, MA 02116
Attn: Dayna M. Hutchins, Esq.
18. Certain Requirements Superior. All provisions of this Agreement shall be subject and
subordinate to:
(a) The rights of lenders under the documents evidencing the Construction Loan and
Permanent Loan and the rights of the California Department of Housing and Community
Development under its financing for the Project.
(b) Any and all federal, state and local statutes and regulations applicable to the Project,
the Collateral, Housing Authority Loan or HOME and HOME-ARP Loan; and
(c) The provisions of the Loan Agreement secured by this Agreement, to the extent of
any inconsistency between it and this Agreement.
19. Severability. If any provision of this Agreement is held to be invalid or unenforceable by
a court of competent jurisdiction, then such provision shall be severed from the rest of this
Agreement and the remaining provisions shall remain in full force and effect.
20. Construction of Agreement. The provisions contained in this Agreement shall not be
construed in favor of or against either Borrower or the Lender, but shall be construed as if both
parties prepared this Agreement. This Agreement shall be construed in accordance with the laws
of the State of California.
21. Counterparts. This Agreement may be executed in any number of counterparts and, as so
executed, the counterparts shall constitute one and the same Agreement. Borrower and the Lender
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6
agree that each such counterpart is an original and shall be binding upon all of the parties, even
though all of the parties are not signatories to the same counterpart.
22. Exhibits and Recitals Incorporated. All exhibits referred to in this Agreement are hereby
incorporated in this Agreement by this reference, regardless of whether or not the exhibits are
actually attached to this Agreement. The Recitals to this Agreement are hereby incorporated in
this Agreement by this reference.
23. Signature Authority. All individuals signing this Agreement for a party which is a
corporation, limited liability company, partnership or other legal entity, or signing under a power
of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to one
another that they have the necessary capacity and authority to act for, sign and bind the respective
entity or principal on whose behalf they are signing.
BORROWER:
Union Tower One LP, a California limited partnership
By: Union Tower LLC
a California limited liability company
Its: Managing General Partner
By: Wakeland Housing and Development Corporation,
a California nonprofit public benefit corporation
Its: Manager
By:___________________________
Rebecca Louie, President and CEO
By: NCPA Union Tower One, LLC
a California limited liability company
Its: Co-General Partner
By: SDBTC Family Housing Corp. One, a California nonprofit public benefit corporation
Its: Manager
By: __________________________
Jodi Barthold, Chief Financial Officer
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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7
HOUSING AUTHORITY:
Community Development Commission-Housing Authority of the City of National City
By:______________________________________
Benjamin A. Martinez, Executive Director
CITY:
City of National City
By:______________________________________
Benjamin A. Martinez, City Manager
Approved as to form:
By:______________________________________
Barry J. Schultz, City Attorney
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8
EXHIBIT “1”
TO SECURITY AGREEMENT
BORROWER: Union Tower One LP
LENDER: Community Development Commission-
Housing Authority of the City of National City and
City of National City
The following described property and any and all proceeds thereof, whether Borrower now or
hereafter has any right, title or interest in, on, about or concerning the real property (the “Property”)
described in the Security Agreement.
(a) Tangible Property. All existing and future goods and tangible personal property
located on the Property or whenever located and used or useable in connection with the use,
operation or occupancy of the Property or in construction of any improvements now or hereafter
located on the Property (“Improvements”), including, but not limited to, all appliances, furniture
and furnishings, fittings, materials, supplies, equipment and fixtures, and all building material,
supplies, and equipment now or hereafter delivered to the Property and installed or used or
intended to be installed or used therein whether stored on the Property or elsewhere; and all
renewals or replacements thereof or articles in substitution thereof, but excluding equipment owner
by third parties and located on the property, such as cable television equipment, laundry equipment
and solar power equipment.
(b) General Intangibles. All general intangibles relating to design, development,
operation, management and use of the Property and construction of the improvements, including,
but not limited to, (i) all names under which or by which the Property of the improvements may at
any time be operated or known, all rights to carry on business under any such names or any variant
thereof, and all goodwill in any way relating to the Property, (ii) all permits, licenses,
authorizations, variances, land use entitlement, approvals and consents issued or obtained in
connection with the construction of the Improvements, (iii) all permits, licenses, approvals,
consents, authorizations, franchises and agreements issued or obtained in connection with the use,
occupancy or operation of the Property, (iv) all rights as a declarant (or its equivalent) under any
covenants, conditions and restrictions or other matters now or hereafter of record affecting the
Property, (v) all materials prepared for filing or filed with any governmental agency, (vi) all rights
under any contract in connection with the development, design, use, operation, management and
construction of the Property, and (vii) all books and records prepared and kept in connection with
the acquisition, construction, operation and occupancy of the Property and the Improvements.
(c) Contracts. All construction, service, engineering, consulting, leasing, architectural,
design and other similar contracts of any nature (including, without limitation, those of any general
contractors, subcontractors and materialmen), as such may be modified, amended or supplemented
from time to time, concerning the design, construction, management, operation, occupancy, use,
and/or disposition of any portion of or all of the Property.
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9
(d) Plans and Reports. All architectural, design and engineering drawings, plans,
specifications, working drawings, shop drawings, general conditions, addenda, soil tests and
reports feasibility studies, appraisals, engineering reports, building permits, grading permits, and
other permits to construct the Project, as defined in the Loan Agreement, environmental reports
and similar materials relating to any portion of or all of the Property and all modifications,
supplements and amendments thereto, including without limitation, those more specifically
described in the Loan Agreement between the Borrower and the Lender.
(e) Sureties. All payment and performance bonds or guarantees and any and all
modifications and extensions thereof relating to the Property.
(f) Payments. All reserves, deferred payments, deposits, refunds, cost savings, letters
of credit and payments of any kind relating to the construction, design, development, operation,
occupancy, use and disposition of all or any portion of the Property, including, without limitation,
any property tax rebates now owing or hereafter payable to Borrower, or reimbursement or other
payments now or hereafter payable to Borrower on account of prepayments or overpayments of
fees or payment of costs of infrastructure improvements that benefit real property other than the
Property.
(g) Financing Commitments. All proceeds of the loan made by the Lender to the
Borrower and any commitment by any lender to extend permanent or additional construction
financing to the Borrower relating to the Property and all tax credits for the Project.
(h) Claims. All proceeds and claims arising on account of any damage to or taking of
the Property or any part thereof, and all causes of action and recoveries for any loss of diminution
in the value of the Property.
(i) Insurance. All policies of, and proceeds resulting from, insurance relating to the
Property or any of the above collateral, and any and all riders, amendments, extensions, renewals,
supplements, or extensions thereof, and all proceeds thereof, whether or not the proceeds are from
policies of insurance required by the Lender.
(j) Deposits. All deposits made with or other security given to utility companies by
Borrower with respect to the Property and the improvements, and all advance payments of
insurance premiums made by Borrower with respect thereto and claims or demands relating to
insurance and all deposit accounts whenever located.
(k) Stock. All shares of stock or other evidence of ownership of any part of the
Property that is owned by Borrower in common with others, including all water stock relating to
the Property, if any, and all documents or rights of membership in any owners’ or members’
association or similar group having responsibility for managing or operating any part of the
Property, and all the general partnership interests in Borrower.
(l) Proceeds. All proceeds, whether cash, promissory notes, contract rights or
otherwise, of the sale or other disposition of all or any part of the estate of Borrower in the Property
now or hereafter existing thereon.
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(m) Sale Contracts. All sales contracts, escrow agreements and broker’s agreements
concerning the sale of any or all of the Property, and all amendments thereto and all amounts
deposited into escrow for payment to Borrower.
(n) Leases and Rents. All the leases, income, rents, issues, deposits, receipts, profits
and proceeds, and accounts receivable generated from the leasing, use and operation, of the
Property and the Collateral to which Borrower may be entitled, whether now due, past due, or to
become due.
(o) Other. Without limiting the above items, all Goods, Accounts, Documents,
Instruments, Money, Financial Assets, Investment Properties, Chattel Paper and General
Intangibles, as those terms are defined in the Uniform Commercial Code from time to time in
effect in the State of California.
Page 212 of 251
Exhibit “F”
Page 213 of 251
1
UNSECURED ENVIRONMENTAL INDEMNITY AGREEMENT
(Union Tower)
THIS UNSECURED ENVIRONMENTAL INDEMNITY AGREEMENT (“Indemnity”)
is dated as of the ___ day of February, 2024, by and between Union Tower One LP, a California limited
partnership (“Indemnitor”), to and for the benefit of the City of National City and the Community
Development Commission-Housing Authority of the City of National City (collectively, the “Lender”),
its successors and assigns and, to the extent not otherwise referenced, the Indemnified Parties (as
hereinafter defined).
RECITALS
A. Lender has agreed to make: (i) a loan in the original principal amount of up to Eight
Million and No/100 Dollars ($8,000,000.00) (“Housing Authority Loan”) to Indemnitor as described
in that certain Construction and Permanent Financing Loan Agreement (Union Tower-Housing
Authority Housing Fund) (“Loan Agreement”) of even date herewith by and between the Indemnitor
and Lender, which Housing Authority Loan is evidenced by that certain Eight Million and No/100
Dollars ($8,000,000.00) Promissory Note (Union Tower-Housing Authority Housing Fund) of even
date herewith made by Indemnitor in favor of the Lender; and (ii) a loan in the original principal amount
of up to One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) (“HOME and
HOME-ARP Loan”) to Indemnitor as described in the Loan Agreement, which HOME and HOME-
ARP Loan is evidenced by that certain that certain One Million Five Hundred Thousand and No/100
Dollars ($1,500,000.00) Promissory Note (Union Tower-HOME and HOME-ARP Funds) of even date
herewith made by Indemnitor in favor of the Lender. All capitalized terms used but not defined herein
have the definitions set forth in the Loan Agreement. The Housing Authority Loan and HOME and
HOME-ARP Loan are secured by, among other things, a Deed of Trust and a Security Agreement
executed by Indemnitor in favor of Lender. The Deed of Trust encumbers the Indemnitor’s ground
lease interest that certain real property described on Exhibit A attached hereto (such property along
with any other property encumbered by the Deed of Trust, now or at any time in the future, shall be
referred to herein as the “Property”).
B. The execution and delivery of this Indemnity by the Indemnitor to the Lender is a
condition to Lender’s entry into the Loan Agreement. Lender is making the Housing Authority Loan
and HOME and HOME-ARP Loan in reliance upon this Indemnity.
C. This Indemnity is unsecured and is separate from the security and other collateral being
delivered by Indemnitor in connection with the making of the Housing Authority Loan and HOME
and HOME-ARP Loan.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of Lender making the Housing
Authority Loan and HOME and HOME-ARP Loan, and other valuable consideration, the receipt of
which is hereby acknowledged, Indemnitor agrees as follows:
1. Indemnity.
(a) Subject to Sections 2, 3 and 4 below, Indemnitor hereby agrees to defend, protect,
indemnify and hold harmless Lender, Lender’s affiliates, directors, officers, shareholders, agents and
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2
employees, and Lender’s participants, successors and assigns specified in Section 4 hereof (hereinafter,
collectively, the “Indemnified Parties”), from and against, and shall reimburse the Indemnified Parties
for, any and all actual out-of-pocket costs, expenses or losses arising from any claim, liability, damage,
injunctive relief, injury to person, property or natural resources, fine, penalty, action, and cause of
action (collectively, “Costs and Liabilities”), incurred by or asserted against any Indemnified Party and
arising directly or indirectly, in whole or in part, out of the release, discharge, deposit or presence, or
alleged or suspected release, discharge, deposit or presence, of any Hazardous Materials at, on, within,
under, about or from the Property, or in or adjacent to any part of the Property, or in the soil,
groundwater or soil vapor on or under the Property, or elsewhere in connection with the transportation
of Hazardous Materials to or from the Property in violation of any Hazardous Materials Laws, whether
or not known to Indemnitor or Indemnified Parties, whether foreseeable or unforeseeable, regardless
of the source of such release, discharge, deposit or presence or, except as expressly provided to the
contrary in Sections 2 and 4 hereof, regardless of when such release, discharge, deposit or presence
occurred or is discovered. Without limiting the generality of the foregoing indemnity, such Costs and
Liabilities shall include, without limitation, all actual out-of-pocket costs incurred by Indemnified
Parties in connection with (i) determining whether the Property is in compliance with this Indemnity
and with all applicable Hazardous Materials Laws or the amount of money required to remediate any
environmental contamination, and causing the Property to be or become in compliance, with all
applicable Hazardous Materials Laws, (ii) any removal or remediation of any kind and disposal of any
Hazardous Materials present at, on, under or within the Property or released from the Property to the
extent required by applicable Hazardous Materials Laws in effect at the time of such removal,
remediation or disposal, and (iii) repair of any damage to the Property or any other property caused by
any removal, remediation or disposal. The foregoing indemnification shall not apply to any liability
resulting from (i) an event that occurs after a transfer of the Property due to any foreclosure sale
(judicial or nonjudicial) or a deed in lieu of foreclosure or following repayment of the Loan, or (ii) acts
or omissions of any Indemnified Party. If an Indemnified Party does not acquire title to the Property
by foreclosure or a deed in lieu of foreclosure, this Agreement will terminate on the date that is ten
(10) years after the repayment, forgiveness or other termination or cancellation of the Loan.
(b) Upon demand by any Indemnified Party, Indemnitor shall defend any investigation,
action or proceeding in connection with any claim or liability, or alleged claim or liability, that would,
if determined adversely to such Indemnified Party, be covered by the foregoing indemnification
provisions, such defense to be at Indemnitor’s sole cost and expense and by counsel reasonably
approved by such Indemnified Party, which counsel may, without limiting the rights of an Indemnified
Party pursuant to the next succeeding sentence of this Section 1(b), also represent Indemnitor in such
investigation, action or proceeding. If any Indemnified Party determines reasonably and in good faith
that its defense by Indemnitor is being conducted in a manner which is prejudicial to its interests, such
Indemnified Party may elect to conduct its own defense through counsel of its own choosing and at the
expense of Indemnitor.
(c) As used herein, the term “Hazardous Materials” means and includes any flammable,
explosive, or radioactive materials or hazardous, toxic or dangerous wastes, substances or related
materials or any other chemicals, materials or substances, exposure to which is prohibited, limited or
regulated by any federal, state, county, regional or local authority or which, even if not so regulated,
may or could pose a hazard to the health and safety of the occupants of the Property or of property
adjacent to the Property, including, but not limited to, asbestos, PCBs, petroleum products and
byproducts, substances defined or listed as “hazardous substances” or “toxic substances” or similarly
identified in, pursuant to, or for purposes of, the California Solid Waste Management, Resource
Recovery and Recycling Act (California Government Code §66700 et seq.), the Comprehensive
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3
Environmental Response, Compensation, and Liability Act, as amended (42 U.S.C. §9601, et seq.),
the Hazardous Materials Transportation Act (49 U.S.C. §1801, et seq.), the Resource Conservation and
Recovery act (42 U.S.C. §6901, et seq.), Section 25117 or Section 25316 of the California Health &
Safety Code; and any so-called “Superfund” or “Superlien” law, or any other federal, state or local
statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing
liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or
material; or any substances or mixture regulated under the Toxic Substance Control Act of 1976, as
now or hereafter amended (15 U.S.C. §2601 et seq.); and any “toxic pollutant” under the Clean Water
Act, as now or hereafter amended (33 U.S.C. §1251 et seq.); and any hazardous air pollutant under the
Clean Air Act, as now or hereafter amended (42 U.S.C. §7901 et seq.). Notwithstanding the above,
the term “Hazardous Materials” shall not include small amounts of chemicals, cleaning agents and the
like commonly employed in routine residential apartment uses in a manner typical of occupants or
owners in other similar residential properties, provided that such substances are used in compliance
with applicable laws. The term “Hazardous Materials Laws” means any federal, state or local law,
code, statute, ordinance, rule, regulation, rule of common law or guideline relating to Hazardous
Materials now or hereafter enacted or promulgated (collectively, and including, without limitation, any
such laws which require notice of the use, presence, storage, generation, disposal or release of any
Hazardous Materials to be provided to any party).
2. Time Limits on Claims. Notwithstanding the foregoing provisions:
(a) No claim shall be made hereunder by any Indemnified Party unless and until any one
of the following events shall have occurred: (i) repayment in full of both the Housing Authority Loan
and HOME and HOME-ARP Loan (as evidenced by the release and reconveyance of the Deed of
Trust); or (ii) vesting of title to the Property in Lender or any Indemnified Party through judicial or
non-judicial foreclosure or acceptance of a deed in lieu thereof.
(b) Indemnitor shall not have any obligation under this Indemnity to an Indemnified Party
with respect to any Costs and Liabilities that, prior to the first to occur of the events described in
Section 2(a)(i) or (ii) above: (i) were actually known to Lender; (ii) were liquidated in amount, or were
otherwise readily determinable in amount without undue delay; and (iii) would have been lawfully and
properly includable as part of the secured indebtedness under the Deed of Trust in an action for a
deficiency judgment following a judicial foreclosure sale of the Property.
(c) If any Indemnified Party or any affiliate of any Indemnified Party has acquired
ownership of the Property through foreclosure or deed in lieu of foreclosure, the obligations of
Indemnitor hereunder shall apply, without limitation, to all Costs and Liabilities that arise out of or are
attributable to, whether directly or indirectly, ownership of the Property or any part thereof by any
Indemnified Party or any such affiliate, or to the position of such Indemnified Party or such affiliate as
an owner in the chain of title to the Property or any part thereof.
(d) If the Housing Authority Loan and HOME and HOME-ARP Loan have both been
repaid in full, whether by voluntary payment or by foreclosure or deed in lieu of foreclosure, the
obligations of Indemnitor hereunder shall continue to apply, without limitation, to all Costs and
Liabilities that arise out of or are attributable to, whether directly or indirectly, any claim or allegation
against an Indemnified Party relating to any act or omission of such Indemnified Party in respect of
the Housing Authority Loan, HOME and HOME-ARP Loan or the Property, or in connection with any
exercise of such Indemnified Party’s rights under any of the Loan Documents, as defined below.
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4
3. Acts of Indemnified Parties.
(a) Notwithstanding anything to the contrary herein, Indemnitor shall not be liable
hereunder to an Indemnified Party to the extent of that portion of any Costs and Liabilities which
Indemnitor establishes is attributable to other property owned by an Indemnified Party or the gross
negligence or affirmative act of such Indemnified Party, its agent or any successor in interest of an
Indemnified Party at the Property which causes (i) the release, discharge, deposit or presence, or
alleged or suspected release, discharge, deposit or presence of a Hazardous Material at the Property,
or (ii) material aggravation of a then existing Hazardous Material condition or occurrence at the
Property, if and only if, in either such case referred to in (i) or (ii) above, such act was in violation of
any Hazardous Materials Laws or was carried out without reasonable care under the circumstances.
(b) In addition, Indemnitor shall not be liable hereunder for that portion of any Costs and
Liabilities which Indemnitor establishes is attributable to the introduction and initial release, discharge
or deposit, or alleged or suspected introduction, initial release, discharge or deposit of a Hazardous
Material at the Property by any party, other than Indemnitor or an affiliate of Indemnitor, at any time
after Indemnitor’s ownership interest in the Property terminates. Notwithstanding the foregoing, but
subject to Sections 2 and 3(a) above and Section 4 below, the liability of Indemnitor hereunder shall
otherwise remain in full force and effect after Lender or such affiliate of Lender so acquires title to the
Property, including without limitation with respect to any Hazardous Materials which are discovered
at the Property after the date Lender or such affiliate of Lender acquires title but which were actually
introduced to the Property prior to the date of such acquisition.
4. Indemnified Parties. This Indemnity and Indemnitor’s obligations hereunder shall inure to the
benefit of and be enforceable only by (a) Lender, Lender’s directors, officers, agents and employees,
(b) any person or entities to which any Lender participates, assigns or sells all or any portion of its
interest in the Housing Authority Loan, HOME and HOME-ARP Loan, or which otherwise succeeds
to the interest of Lender under the Deed of Trust, whether by purchase or otherwise, and (c) any affiliate
of Lender which acquires title to the Property at a foreclosure sale or by deed in lieu of foreclosure.
5. Unsecured Obligations. The obligations of Indemnitor hereunder are unsecured. This
Indemnity is not intended to be, nor shall it be, secured by the Deed of Trust or any other instrument
or agreement executed by Indemnitor or any other entity or person in favor of Lender or any Indem-
nified Party relating to the Housing Authority Loan or HOME and HOME-ARP Loan (except for any
guaranty) (such documents together with the Deed of Trust being referred to collectively herein as the
“Loan Documents”). The obligations of Indemnitor under this Indemnity are independent of any
indemnification or other obligations of Indemnitor under the Loan Documents with respect to any
Hazardous Materials. The rights and remedies of the Indemnified Parties under this Indemnity shall
be in addition to any other rights and remedies of such Indemnified Parties under the Loan Documents.
In no event shall any provision of this Indemnity be deemed to be waiver of or to be in lieu of any right
or claim, including without limitation any right of contribution or other right of recovery, that any
person entitled to enforce this Indemnity might otherwise have against Indemnitor under any
Hazardous Materials Laws. Any sums payable hereunder shall not be deemed to be based upon any
diminution in or other impairment of the value of any collateral held by Lender to secure the Housing
Authority Loan or HOME and HOME-ARP Loan.
6. Interest on Unpaid Amounts. Any amount claimed hereunder by an Indemnified Party not paid
by Indemnitor within sixty (60) days after written demand made by such Indemnified Party and
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5
accompanied by a reasonable summary of the amounts claimed, shall bear interest at the rate of ten
percent (10%) per annum.
7. Limitations on Liability. The liability of Indemnitor under this Indemnity shall in no way be
limited or impaired by (a) any amendment or modification of the provisions of any of the Loan
Documents; (b) except as set forth in Sections 2, 3 and 4, any participation in or sale or assignment of
the Loan Documents or any sale or transfer of all or part of the Property; (c) the release of Indemnitor
or any person or entity from performance or observance of any of the agreements, covenants, terms, or
conditions contained in any of the Loan Documents by operation of law; and, in any such case, whether
with or without notice to Indemnitor and with or without consideration. Except as provided in Sections
2, 3 and 4, Indemnitor’s obligations hereunder shall in no way be impaired, reduced or released by
reason of (i) an Indemnified Party’s omission or delay in exercising any right described herein or (ii)
any act or omission of an Indemnified Party in connection with any notice, demand, warning, or claim
regarding violations of codes, laws or ordinances governing the Property.
8. Recourse Obligations. Notwithstanding anything to the contrary in the Loan Documents,
Indemnitor shall be personally liable on a recourse basis for the obligations of Indemnitor set forth
herein.
9. Successors and Assigns. This Indemnity shall be continuing, irrevocable and binding upon
each of the persons and entities comprising Indemnitor and their respective heirs, successors, and
assigns.
10. Inconsistencies. In the event of any inconsistencies or conflicts between the terms of this
Indemnity and the terms of the other Loan Documents (including any exculpatory language contained
therein), the terms of this Indemnity shall control.
11. Separate Causes of Action. A separate right of action hereunder shall arise each time an
Indemnified Party acquires knowledge of any matter described herein. Separate and successive actions
may be brought hereunder to enforce any of the provisions hereof at any time and from time to time.
No action hereunder shall preclude any subsequent action.
12. Severability. If any provision of this Indemnity shall be determined to be unenforceable in any
circumstances by a court of competent jurisdiction, then the balance of this Indemnity nevertheless
shall be enforceable, and the subject provision shall be enforceable in all other circumstances.
13. Notices. All notices under this Indemnity shall be in writing and sent by (a) certified or
registered mail, return receipt requested, (b) by a nationally recognized overnight courier such as UPS
or FedEx, or (c) by personal delivery. All notices shall be delivered to the following addresses (which
addresses may be changed by written notice):
Lender: Community Development Commission-
Housing Authority of the City of National City
140 East 12th Street
National City, California 91950-3312
Attn: Executive Director
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6
Indemnitor: Union Tower One LP
c/o Wakeland Housing and Development Corporation
1230 Columbia Street, Suite 950
San Diego, CA 91950-3312
Attn. President & CEO
With copies to: NCPA Union Tower One, LLC
2323 D Avenue
National City, CA 91950
Attn: CEO
Indemnitor’s limited partners: Hudson Union Tower LP
Hudson-FM SLP LLC
c/o Hudson Housing Capital LLC
New York, NY 10111
Attention: General Counsel
with a copy to: Holland & Knight LLP
10 St. James Avenue, 12th Floor
Boston, MA 02116
Attn: Dayna M. Hutchins, Esq
14. Governing Law. This Indemnity shall be governed by and construed in accordance with the
laws of the State of California.
15. Counterparts. This Indemnity may be executed in any number of counterparts and, as so
executed, the counterparts shall constitute one and the same agreement. The parties agree that each
such counterpart is an original and shall be binding upon all the parties, even though all of the parties
are not signatories to the same counterpart.
16. Exhibits and Recitals Incorporated. All exhibits referred to in this Indemnity, if any, are hereby
incorporated in this Indemnity by this reference, regardless of whether or not the exhibits are actually
attached to this Indemnity. The Recitals to this Indemnity are hereby incorporated in this Agreement
by this reference.
17. Signature Authority. All individuals signing this Indemnity for a party which is a corporation,
limited liability company, partnership or other legal entity, or signing under a power of attorney, or as
a trustee, guardian, conservator, or in any other legal capacity, covenant to the Lender that they have
the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose
behalf they are signing.
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7
18. Cure by Limited Partners. Notwithstanding anything to the contrary contained in this
Indemnity, Lender hereby agrees that Indemnitor’s limited partners shall each have the right, but not
the obligation, to cure any defaults of Indemnitor hereunder and Lender hereby agrees to accept cures
tendered by Indemnitor’s limited partner on the same basis as if made or tendered by Indemnitor.
IN WITNESS WHEREOF, this Indemnity is executed as of the day and year above written.
INDEMNITOR:
Union Tower One LP, a California limited partnership
By: Union Tower LLC
a California limited liability company
Its: Managing General Partner
By: Wakeland Housing and Development Corporation,
a California nonprofit public benefit corporation
Its: Manager
By:___________________________
Rebecca Louie, President and CEO
By: NCPA Union Tower One, LLC
a California limited liability company
Its: Co-General Partner
By: SDBTC Family Housing Corp. One, a California nonprofit public benefit corporation
Its: Manager
By: __________________________
Jodi Barthold, Chief Financial Officer
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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8
LENDER:
HOUSING AUTHORITY:
Community Development Commission-Housing Authority of the City of National City
By:______________________________________
Benjamin A. Martinez, Executive Director
CITY:
City of National City
By:______________________________________
Benjamin A. Martinez, City Manager
Approved as to form:
By:______________________________________
Barry J. Schultz, City Attorney
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Exhibit “A”
Property Description
That certain real property situated in the City of National City, County of San Diego, State of
California, described as follows:
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Exhibit “G”
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1
DO NOT DESTROY THIS NOTE: WHEN PAID, THIS NOTE AND THE DEED OF
TRUST SECURING IT MUST BE SURRENDERED TO TRUSTEE FOR
CANCELLATION BEFORE RECONVEYANCE WILL BE MADE.
----------------------------------------------------------------------------------------------------------------
PROMISSORY NOTE
(Union Tower-HOME and HOME-ARP Funds)
(“Note”)
National City, California February __, 2024
1. Principal and Interest. For value received, Union Tower One LP,, a California limited
partnership (“Maker”), in consideration of that certain Construction and Permanent Financing
Loan Agreement (Union Tower) (“Loan Agreement”) of even date herewith between the Maker
and the City of National City (“City”), Maker promises to pay to the City, or order, at 140 East
12th Street, National City, California 91950-3312, or such other place as the holder may from time
to time designate by written notice to Maker, the principal sum of One Million Five Hundred
Thousand and No/100 Dollars ($1,500,000.00), or so much as is advanced, together with accrued
interest from the date disbursed at the rate of three percent (3%) simple interest per annum, except
in the event of a default under this Note or any of the Loan Documents, as defined below, past any
applicable notice and cure period, in which event ten percent (10%) simple interest shall be deemed
to have accrued from the date of such default. This Note is made pursuant to the Loan Agreement
and the Deed of Trust (“Deed of Trust”), being executed concurrently herewith, to be recorded in
the office of the County Recorder of San Diego County. The Loan Agreement, this Note, the Deed
of Trust and Regulatory Agreement (as defined in the Loan Agreement), together with any and all
other documents executed in connection therewith, are sometimes collectively referred to herein
as the “Loan Documents.” All capitalized terms which are not defined herein shall have the
meaning ascribed to them in the Loan Agreement.
2. Term of Loan, Due Date and Right of Prepayment. Payments shall be due and payable as
follows:
(a) On May 31, 2027 (for calendar 2026), and annually on May 31 of each year
thereafter through the end of the term described in (b) below, Maker shall make annual payments
to the City under this Note in an amount equal to 17.37% of the Residual Receipts, as defined
herein, for the immediately previous calendar year (on a form acceptable to the City in its sole
discretion). Concurrently herewith the Community Development Commission-Housing Authority
of the City of National City is making a loan to Maker in the original principal amount of up to of
Eight Million and No/100 Dollars ($8,000,000.00) (“Housing Authority Loan”). The Housing
Authority Loan shall also be repayable out of Residual Receipts. Residual Receipts shall be
allocated first to the Housing Authority Loan until paid in full, then to this Note until paid in full.
(b) All principal and unpaid interest shall be due and payable by the Maker to the City
on December 31, 2081.
(c) Except as otherwise set forth in the Loan Agreement, all principal and unpaid
interest shall be due and payable concurrently with the refinancing of any loan or other obligation
secured all or in part by the Property, as defined in the Deed of Trust.
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2
(d) All principal and accrued interest shall be due and payable by the Maker to the
Cityupon acceleration of this Note pursuant to Section 4, below.
(e) Except as otherwise permitted by the Loan Agreement, all principal and accrued
interest shall be due and payable by the Maker to the City upon any sale, transfer, conveyance or
further encumbrance of all or any part of the Property, as defined in the Deed of Trust, which is
not consented to by the City in writing.
“Residual Receipts” shall mean Gross Income less Operating Expenses, calculated on a
calendar year basis, as provided herein. All calculations of Residual Receipts shall be subject to
verification and approval by the City.
“Gross Income” shall mean all gross income of Maker from all residential and non-
residential components of the Project, as such term is defined in the Loan Agreement, and any
other income to Maker derived from the Property, and the proceeds of any sale, financing or
refinancing of all or any portion of Property or the sale, transfer or conveyance of Maker. Provided,
however, that Gross Income shall not include (i) insurance proceeds or condemnation proceeds;
(ii) security deposits or other tenant deposits; (iii) equity contributions to Maker made by the
partners of Maker; (iv) disbursements from operating or replacement reserves; or (v) interest
earned on project reserves. Interest earned (if any) on project reserves shall accrue to the
applicable project reserve account and shall only be used for the purposes for which the reserve
was established.
“Operating Expenses” shall mean actual, reasonable and customary costs, taxes, fees and
expenses directly attributable to the operation, maintenance and management of the Project, to the
extent approved by City in Maker’s annual operating budget, expressly including, but not limited
to, the following: (i) required non-contingent debt service payments (including issuer fees, bond
fees, trustee fees and similar fees) on any loans permitted to be secured by the Property that is
senor to the Deed of Trust, which have been approved by the City; (ii) the annual deposit to the
replacement reserve which shall be $47,000.00, and any other scheduled deposits and/or
replenishments to reserves; (iii) all current and unpaid general and limited partner partnership fees
(all fees payable to all general partners and limited partners of the Maker), which shall not exceed
$36,500.00 (escalating at 3% annually on a cumulative basis if not paid in prior years) per year in
the aggregate; (iv) water, sewer, electrical, gas, and other utility-type charges for the Project; (v)
costs to operate and maintain the Project; (vi) insurance premiums; (vii) expenses incurred in
connection with the management and operation of the Project (including property management
fees which are approved by the City); (viii) capital expenditures to the Project to comply with
applicable laws or otherwise to improve the operation or management of the Project to the extent
such capital expenditures are not made from reserves and are approved by the City in writing or
by approval of the applicable budget setting forth such capital expenditures prior to Maker
undertaking such capital expenditures; (ix) payment of any unpaid tax credit adjusters owed to
Maker’s limited partner; (x) payments to Deferred Developer Fee, as defined in the Loan
Agreement; and (xi) the City of National City’s and the City’s annual monitoring fees as required
pursuant to the Regulatory Agreement and that certain Density Bonus Agreement between the City
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3
and Maker, among others and the County of San Diego Health and Human Services Agency’s
annual monitoring fees as required in connection with its loan to Maker.
This Note may be prepaid in whole or in part at any time and, from time to time, without
notice, premium or penalty. Any payment, including any prepayment, shall be allocated first to
unpaid interest and then to principal. Except as permitted by the Loan Agreement, should the
undersigned sell, convey, transfer, further encumber, or dispose of the Property described in the
Deed of Trust securing this Note, or any part of it, or any interest in it, without first obtaining the
written consent of City, or the then holder of this Note, which consent shall be granted or withheld
in the reasonable discretion of the City, then all obligations secured by this Note may be declared
due and payable, at the option of City, or the then holder of this Note. The City reserves the right
to approve all sales, transfers, conveyances, additional encumbrances, or dispositions of the
Property, unless otherwise provided in the Loan Agreement. Consent to one transaction of this
type will not constitute a waiver of the right to require consent to future or successive transactions.
3. Security for Note. This Note is secured by the Deed of Trust of even date herewith
executed by Maker, which creates a lien on the Property described therein, and by the Loan
Documents, including the Security Agreement.
4. Acceleration Upon Default. In the event of any default under the terms of the Loan
Documents, or acceleration of any prior or subsequent loans, notes and/or deeds of trust, at the
option of the holder of this Note, beyond any applicable notice and cure periods set forth therein
(including notice to Maker’s limited partner), all principal and interest under this Note shall
immediately become due and payable, without further notice. Failure to exercise such remedy
shall not constitute a waiver of the right to exercise it in the event of any subsequent default.
Without limiting any other events of default contained herein, or in any of the Loan Documents,
the failure to complete construction of the Project substantially in accordance with the plans and
specifications and place the Project “in service” (as such term is used in 26 U.S.C. §42) on or
before December 31, 2026, shall be considered an event of default entitling the City to accelerate
the payment of principal and interest hereunder, as provided in this Section 4. Time is of the
essence.
5. Payment and Interest Calculation. Principal and interest shall be payable in lawful money
of the United States of America. Interest shall be computed based on a 360-day year and 30-day
month. Payments shall be applied to interest first and then to any unpaid principal balance.
6. Incorporation of the Loan Agreement. The provisions of the Loan Agreement are expressly
incorporated into this Note by this reference.
7. Waiver. Maker hereby waives diligence, presentment, protest and demand, notice of
protest, dishonor and nonpayment of this Note, and expressly agrees that, without in any way
affecting the liability of Maker hereunder, the City may extend any maturity date or the time for
payment of any installment due hereunder, accept additional security, release any party liable
hereunder and release any security now or hereafter securing this Note. Maker further waives, to
the full extent permitted by law, the right to plead any and all statutes of limitations as a defense
Page 226 of 251
4
to any demand on this Note, or on any Deed of Trust, security agreement, guaranty or other
agreement now or hereafter securing this Note.
8. Recourse During Construction and Non-Recourse After Completion.
(a) Prior to the timely placement of the Project “in service” (as such term is used in 26
U.S.C. §42) (i.e., on or before December 31, 2026), in any action brought to enforce the obligations
of Maker under this Note or the Loan Documents, the judgment or decree shall be enforceable
against Maker, in addition to any collateral security for the payment of this Note, and City may
seek any deficiency judgment against Maker.
(b) Following the timely placement of the Project “in service” (as such term is used in
26 U.S.C. §42) (i.e., on or before December 31, 2026), nothing contained herein shall be deemed
to cause Maker (or any of its partners) to be personally liable for any of the obligations evidenced
hereby, and the City shall not seek any personal or deficiency judgment on such obligations, and
the sole remedy of the City with respect to repayment of the loan evidenced by this Note shall be
against the Property.
(c) Notwithstanding Section 8(b), above, Maker shall indemnify, defend, protect and
hold the City harmless from and against any and all loss, damage, liability, action, cause of action,
cost or expense incurred by the City as a result of any (i) fraud or material misrepresentation by
Maker under or in connection with the loan evidenced by this Note or any Loan Document; (ii)
intentional bad faith waste of the Property; (iii) losses resulting from Maker’s failure to maintain
insurance as required under the Deed of Trust or the Loan Documents; and (iv) misapplication of
any rents, security deposits, insurance proceeds, condemnation awards or any other proceeds
derived from the collateral security in a manner prohibited by the Loan Documents. The City shall
promptly provide Maker with written notice of any event for which Maker has an indemnification
obligation as provided in this Section 8(c).
(d) Notwithstanding anything to the contrary contained herein, Maker’s obligation to
indemnify the City as set forth in Section 8(c), above, shall be personal, recourse obligations of
the Maker and in the event of any breach of such obligations, the City shall have the right to
proceed directly against the Maker to recover any and all losses, damages, liabilities, actions,
causes of action, costs and expenses resulting from such breach and the right to bring any action
and to institute any proceedings to obtain a deficiency judgment in or following after foreclosure
for any and all losses, damages, liabilities, actions, causes of action, costs and expenses resulting
from such breach.
9. Late Charge. In addition to the foregoing, if any installment due hereunder is not paid
within fifteen (15) days from the date due, Maker promises to pay a “late charge” of five percent
(5%) of the installment so overdue to defray the expense incident to handling any such delinquent
payment or payments.
10. Severability. If any provision of this Note is determined to be void by court of competent
jurisdiction, such determination shall not affect any other provision of this Note, and such other
provisions shall remain in full force and effect.
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5
11. Non-Waiver. No delay in demanding or failure to demand performance hereunder shall
constitute a waiver by the City of its right to subsequently demand such performance or to exercise
any remedies for any default hereunder. Further, in order to be effective, any waiver of any of the
City’s rights and remedies hereunder shall be expressed in a writing signed by the City. Further
waiver by the City of any right hereunder shall not constitute a waiver of any other right, including
but not limited to the right to exercise any and all remedies for a different or subsequent event of
default hereunder.
12. Replacement Note. The undersigned agrees that, in the event that this Note shall become
lost or stolen, upon request of the City, the undersigned shall execute a replacement note
incorporating the terms hereof, provided that the City shall furnish a written agreement to
indemnify the undersigned against all losses, costs, and damages arising from a duplicative
demand for payment under this Note.
13. Interpretation. This Note shall be governed and interpreted in accordance with applicable
California law.
14. Signature Authority. All individuals signing this Note for a party which is a corporation,
limited liability company, partnership or other legal entity, or signing under a power of attorney,
or as a trustee, guardian, conservator, or in any other legal capacity, covenant to the City that they
have the necessary capacity and authority to act for, sign and bind the respective entity or principal
on whose behalf they are signing.
MAKER:
Union Tower One LP, a California limited partnership
By: Union Tower LLC
a California limited liability company
Its: Managing General Partner
By: Wakeland Housing and Development Corporation,
a California nonprofit public benefit corporation
Its: Manager
By:___________________________
Rebecca Louie, President and CEO
By: NCPA Union Tower One, LLC
a California limited liability company
Its: Co-General Partner
By: SDBTC Family Housing Corp. One, a California nonprofit public benefit corporation
Its: Manager
By: __________________________
Jodi Barthold, Chief Financial Officer
Page 228 of 251
RESOLUTION NO. 2024 -
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION-HOUSING AUTHORITY
OF THE CITY OF NATIONAL CITY, CALIFORNIA, (1) APPROVING THE CONSTRUCTION
AND PERMANENT FINANCING LOAN AGREEMENT FOR THE UNION TOWER PROJECT
(“PROJECT”), LOCATED AT 2312 F AVENUE IN NATIONAL CITY, WITH THE BORROWER,
UNION TOWER ONE LP, A CALIFORNIA LIMITED PARTNERSHIP; AND (2) AUTHORIZE
THE EXECUTIVE DIRECTOR TO EXECUTE PROJECT RELATED DOCUMENTS.
WHEREAS, a Notice of Funding Availability (NOFA) for up to $10,000,000 for the
funding of affordable housing in National City was included in the Housing Authority’s
Strategic Plan that was approved by the Community Development Commission-Housing
Authority of the City of National City, California (“Housing Authority”) on August 3, 2021; and
WHEREAS, the NOFA made approximately $10 million in total funds available for all
capital requests for new construction, acquisition with rehabilitation, or rehabilitation of
affordable housing serving households earning up to 60% of the Area Median Income (AMI)
for rental projects and households earning up to 80%-120% of the AMI for homeownership
projects. Capital funds are from the Housing Authority’s Housing Fund and are subject only
to the conditions set forth in the NOFA; and
WHEREAS, after the release of the NOFA on October 14, 2021, a total of two (2)
applications were received by the November 19, 2021 deadline.
WHEREAS, a request for $8,000,000 was made by Wakeland Housing and
Development Corporation for the Union Tower Project for 94 affordable housing units to be
developed at 2312 F Avenue in National City, California.
WHEREAS, the Housing Authority issued Addendum No. 1 to the NOFA on April 7,
2022 to include a financial feasibility and gap analysis of the two applications to help
determine the funding recommendations; and
WHEREAS, the Housing Authority conditionally awarded a loan to the Union Tower
Project in the amount of $8,000,000, per Resolution 2022-85, based on standard underwriting
criteria and loan processing, including executing the loan documents at the construction loan
closing; and
WHEREAS, the Union Tower Project has secured its financing, including remaining
gap funding sources; and
WHEREAS, Housing Authority staff and its financial consultants completed an
underwriting of the final loan amounts; and
WHEREAS, the General Counsel of the Housing Authority has drafted the
Construction and Permanent Financing Loan Agreement and “Exhibits A-G.”
NOW, THEREFORE, COMMUNITY DEVELOPMENT COMMISSION-HOUSING
AUTHORITY OF THE CITY OF NATIONAL CITY, CALIFORNIA, DOES RESOLVE,
DECLARE, DETERMINE, AND ORDER AS FOLLOWS:
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2
Section 1: Community Development Commission-Housing Authority of the City of
National City authorizes the Construction and Permanent Financing Loan Agreement and
“Exhibits A-F” for funding requested through the Affordable Housing Notice of Funding
Availability (“NOFA”) released on October 14, 2021, in the amount of Eight Million Dollars
($8,000,000) per Resolution 2022-85 to the Union Tower Affordable Housing Project.
Section 2: Community Development Commission-Housing Authority of the City of
National City authorizes the Executive Director of the Housing Authority or his designee
to execute the Construction and Permanent Financing Loan Agreement and “Exhibits A-
F.”
Section 3: City of National City City Council previously authorized by a Resolution
dated February 6, 2024, the City Manager or his designee to execute the HUD HOME and
HOME-ARP Agreement from the Substantial Amendment to the 2023-2024 Annual Action
Plan, to fully implement the activities funded under said Plan, as part of the Construction and
Permanent Financing Loan Agreement Exhibit “A” and Promissory Note Exhibit “G.”
Section 4: The City Clerk shall certify the passage and adoption of this
Resolution and enter it into the book of the original Resolution.
PASSED and ADOPTED this 6th day of February, 2024.
Ron Morrison, Mayor
ATTEST:
Shelley Chapel, MMC, City Clerk
APPROVED AS TO FORM:
Barry J. Schultz, City Attorney
Page 230 of 251
AGENDA REPORT
Department: Housing Authority
Prepared by: Angelita Palma, Housing Programs Manager
Meeting Date: Tuesday, February 6, 2024
Approved by: Benjamin A. Martinez, City Manager
SUBJECT:
Proposed Amendment to the Local Preference for CDC-HA Assisted Affordable Housing Projects.
RECOMMENDATION:
Adopt the Resolution Entitled, “Resolution of the Community Development Commission-Housing
Authority (CDC-HA) of the City of National City, California, Amending Its Local Preference Policy
to Require Any CDC-HA Assisted Housing Projects to Follow the Local Preference Policy and to
Further Align With Federal and State Regulations.”
BOARD/COMMISSION/COMMITTEE PRIOR ACTION:
Not Applicable.
EXPLANATION:
Existing Policy | On June 7, 2016, the Community Development Commission-Housing Authority
of the City of National City adopted a Local Preference Policy per Resolution 2016-38 (“Existing
Policy”). The Resolution was adopted to meet local housing needs to ensure that current residents
of National City are provided the opportunity to rent new affordable housing within the City limits.
The Existing Policy gives preference to applicant households that are currently residents of the
City of National City to rent new affordable housing development projects in the City of National
City with units restricted at or below 80% of Area Median Income (AMI) and subject to a 55-year
ground lease with the Community Development Commission-Housing Authority.
Purpose | The Local Preference Policy aims to establish a meaningful way to meet local needs
for affordable housing in the City of National City and prevent displacement often caused by new
developments. The Community Housing Commission-Housing Authority of the City of National
City (CDC-HA) aims to ensure that residents of the City of National City are provided every
opportunity to rent any CDC-HA assisted new affordable housing units. Amending the Existing
Policy will open up more opportunities to require local preference for CDC-HA assisted affordable
units.
Proposed Policy | The proposed amendment to the Existing Policy includes removing and
adding requirements for a new affordable housing project in the City of National City. Related
Policy references include California Government Code §7061 and §8899.50 and the Code of
Federal Regulations (CFR) Housing and Urban Development Title 24 § 200.610. In compliance
with Assembly Bill 686, the proposed amendment to the Existing Policy will be a meaningful action
to affirmatively further fair housing by addressing the disparity in housing needs and expanding
access to affordable housing opportunities for National City residents. Through this, it will
Page 231 of 251
transform racially and ethnically concentrated areas of poverty into areas of opportunity, and it
will foster and maintain compliance with civil rights and fair housing laws.
The amendment to the Existing Policy would remove:
1) The Ground Lease requirement;
2) Units available for eligible tenants on a first-come, first-served basis; and
3) The definition and determination of current residents.1
The amendment to the Existing Policy would additionally require:
1) That it apply to Any CDC-HA assisted new affordable housing project in the City of
National City;
2) Eligible tenants be randomly selected for a unit to have an equal chance of being chosen;
3) An Affirmative Fair Housing Marketing Plan per 24 CFR 200.610; and
4) A project be subject to all FHA and related laws.
Staff Recommendation: Staff recommends the Community Development Commission-Housing
Authority Board adopt the Proposed Local Preference Policy.
FINANCIAL STATEMENT:
No financial impact.
RELATED CITY COUNCIL 2020-2025 STRATEGIC PLAN GOAL:
Housing and Community Development
ENVIRONMENTAL REVIEW:
This is not a project under CEQA and is therefore not subject to environmental review.CCR15378;
PRC 21065.
PUBLIC NOTIFICATION:
Agenda Report posted within 72 hours of meeting date and time in accordance with Brown Act.
ORDINANCE:
Not Applicable
EXHIBITS:
Exhibit A - Existing Local Preference Policy
Exhibit B - Proposed Local Preference Policy – Markup
Exhibit C - Proposed Local Preference Policy – Clean
Exhibit D - Resolution and Exhibit
1 The definitions of a City of National City resident and how to qualify eligible applicants can be found in the National City Housing
Authority Administrative Manual.
Page 232 of 251
Page 233 of 251
Page 234 of 251
Community Development Commission-Housing Authority of the City of National City
TITLE: Local Preference Policy
ADOPTED: June 7, 2016 AMENDED: February 6, 2024
Formatted: Font: (Default) Times New Roman
Formatted: Font: (Default) Times New Roman
Community Development Commission-Housing Authority of the City of National City
First Amendment to the Local Preference PolicyCommunity Development Commission-Housing
Authority of the City of National City
Purpose: Local Preference Policy for New Affordable Housing in the City of National City Targeting
Households at-or-below 80% of Area Median Income and Subject to a Ground Lease with a Term of at
Least 55 Years.
It is the purpose of the Local Preference PolicyIn trying to establish a meaningful way to meet local needs
for housingaffordable housing in nthe City of National City (“City”) and prevent displacement often caused
by new developments. It is the eeds, it is an objective of the Community Housing Commission- Housing
Authority of the City of National City (CDC-HA) to ensure that current residents of the City of National
City are provided an the opportunity to rent any CDC-HA assistedCDC-HA assisted new affordable
housing in the National City. The Policy explains the CDC-HA assisted new affordable housing project
requirements.
Policy:
The Local Preference Policy (“Policy”) requirements apply to (1) any CDC-HA assisted new affordable
housing project (“Project”) in the City of National City; (2) with that have Rrestricted uUnits at or below
80% of area median income, and; (3) isare subject to a Ground Lease with the CDC-HA with a term of at
least 55 years.:
Applicable The Projects will give preference to applicant households that are currently residents of
the National City to the maximum extent allowed by law.
The Policy applies to the Current Rresidents are defined as an individual or family currently or
previously having primary residency in National City for at least six months. This which can be
further determined by the Project Owner (“Owner”) by through, but not limited to, home visits and
request for written verification from landlords, utility bills, and federal, state, and local benefit
documentation.
The local preference will only apply to the initial lease-up of all ofall the Rrestricted Uunits in the
Project.
Eligible tenants should be randomly selected for a unit to have an equal chance of being chosen.
The Project shall include an Affirmative Fair Housing Marketing Plan per 24 CFR 200.610.
Once all initial units have leases have been executed on all Restricted Units under 80% of area
median income for the Project, the local preference shall no longer apply.
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Page 235 of 251
Community Development Commission-Housing Authority of the City of National City
TITLE: Local Preference Policy
ADOPTED: June 7, 2016 AMENDED: February 6, 2024
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Projects subject to this Policy may also be subject to other preferences that take precedence, such
as Low-Income Housing Tax Credits rules, tax-exempt bond rules, and any other funding-driven
restrictions.
This Policy is subject to all FHA and related laws. Modifications shall be made as required by law.
shall not be enforced.
wner shall maintain a list of Applicants who have filed a complete application with Owner to rent
a Restricted Unit in the Project and who have incomes which would qualify them as an Eligible
Tenant, and Owner shall offer to rent appropriately-sized units on the above-referenced priority
basis to the maximum extent allowed by law. Should multiple tenants be equally eligible and
qualified to rent a unit, the Owner shall rent available Restricted Uunits to eEligible tTenants on a
first-come, first-served basis.
Projects subject to this Policy may also be subject to other preferences that may take precedent
precedence over the local residency preference addressed in this Policy.
Other preference preferences taking may take precedent precedence as may be
required by certain agreements with the CDC-HA or by State or Federal Law.
The Policy is effective as of the date of the CDC-HA adoption ofBoard the Resolution adopting the same.
Appointing Authority:
Community Housing Commission- Housing Authority of the City of National City
Related Policy References
California Government Code §7061
California Government Code §8899.50
Code of Federal Regulations Title 24 § 200
California Assembly Bill 686
Prior Policy Amendments:
June 7, 2016 (Resolution No. 2016-38)
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Page 236 of 251
Community Development Commission-Housing Authority of the City of National City
TITLE: Local Preference Policy
ADOPTED: June 7, 2016 AMENDED: February 6, 2024
Purpose:
It is the purpose of the Local Preference Policy to establish a meaningful way to meet local needs for
affordable housing in the City of National City (“City”) and prevent displacement often caused by new
developments. It is the objective of the Community Housing Commission-Housing Authority of the City
of National City (CDC-HA) to ensure that residents of the City of National City are provided an opportunity
to rent any CDC-HA assisted new affordable housing in the City. The Policy explains the CDC-HA assisted
new affordable housing project requirements.
Policy:
The Local Preference Policy (“Policy”) requirements apply to (1) any CDC-HA assisted new affordable
housing project (“Project”) in the City of National City; (2) with restricted units at or below 80% of area
median income, and; (3) is subject to a term of at least 55 years.
Applicable Projects will give preference to applicant households that are residents of the National
City to the maximum extent allowed by law.
The Policy applies to the initial lease-up of all the restricted units in the Project.
Eligible tenants should be randomly selected for a unit to have an equal chance of being chosen.
The Project shall include an Affirmative Fair Housing Marketing Plan per 24 CFR 200.610.
Once all initial units have been executed for the Project, the local preference shall no longer apply.
Projects subject to this Policy may also be subject to other preferences that take precedence, such
as Low-Income Housing Tax Credits rules, tax-exempt bond rules, and any other funding-driven
restrictions.
This Policy is subject to all FHA and related laws. Modifications shall be made as required by law.
The Policy is effective as of the date of the CDC-HA Board Resolution adopting the same.
Appointing Authority:
Community Housing Commission- Housing Authority of the City of National City
Related Policy References
California Government Code §7061
California Government Code §8899.50
Code of Federal Regulations Title 24 § 200
California Assembly Bill 686
Prior Policy Amendments:
June 7, 2016 (Resolution No. 2016-38)
Page 237 of 251
RESOLUTION NO. 2024 -
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION-HOUSING AUTHORITY
(CDC-HA) OF THE CITY OF NATIONAL CITY, CALIFORNIA AMENDING ITS LOCAL
PREFERENCE POLICY TO REQUIRE ANY CDC-HA ASSISTED HOUSING PROJECTS TO
FOLLOW THE LOCAL PREFERENCE POLICY AND TO FURTHER ALIGN WITH FEDERAL
AND STATE REGULATIONS.
WHEREAS, in trying to meet local housing needs, it is an objective of the Community
Housing Commission- Housing Authority (CDC-HA) of the City of National City to ensure that
current residents of the City of National City are provided the opportunity to rent new affordable
housing in National City; and
WHEREAS, the CDC-HA established a Local Preference Policy (“Policy”) per Resolution
2016-38; and
WHEREAS, the CDC-HA staff proposed an amendment to the existing Policy to remove
1) the Ground Lease requirement; 2) units available for eligible tenants on a first-come, first-
served basis; and 3) the definition and determination of current residents; and
WHEREAS, the CDC-HA staff proposed the amendment to the existing Policy that would
additionally require 1) that it apply to any CDC-HA assisted new affordable housing project in the
City of National City; 2) eligible tenants be randomly selected for a unit to have an equal chance
of being chosen; 3) an Affirmative Fair Housing Marketing Plan per 24 CFR 200.610; and 4) a
project be subject to all FHA and related laws.
NOW, THEREFORE, COMMUNITY DEVELOPMENT COMMISSION-HOUSING
AUTHORITY OF THE CITY OF NATIONAL CITY, CALIFORNIA, DOES RESOLVE, DECLARE,
DETERMINE, AND ORDER AS FOLLOWS:
Section 1: Community Development Commission-Housing Authority hereby approves
the amendment to the “Local Preference Policy,” attached hereto.
Section 2: The City Clerk shall certify the passage and adoption of this Resolution and
enter it into the book of the original Resolution.
PASSED and ADOPTED this 6th day of February, 2024.
Ron Morrison, Mayor
ATTEST:
Shelley Chapel, MMC, City Clerk
APPROVED AS TO FORM:
Barry J. Schultz, City Attorney
Page 238 of 251
Community Development Commission-Housing Authority of the City of National City
TITLE: Local Preference Policy
ADOPTED: June 7, 2016 AMENDED: February 6, 2024
Purpose:
It is the purpose of the Local Preference Policy to establish a meaningful way to meet local needs for
affordable housing in the City of National City (“City”) and prevent displacement often caused by new
developments. It is the objective of the Community Housing Commission-Housing Authority of the City
of National City (CDC-HA) to ensure that residents of the City of National City are provided an opportunity
to rent any CDC-HA assisted new affordable housing in the City. The Policy explains the CDC-HA assisted
new affordable housing project requirements.
Policy:
The Local Preference Policy (“Policy”) requirements apply to (1) any CDC-HA assisted new affordable
housing project (“Project”) in the City of National City; (2) with restricted units at or below 80% of area
median income, and; (3) is subject to a term of at least 55 years.
Applicable Projects will give preference to applicant households that are residents of the National
City to the maximum extent allowed by law.
The Policy applies to the initial lease-up of all the restricted units in the Project.
Eligible tenants should be randomly selected for a unit to have an equal chance of being chosen.
The Project shall include an Affirmative Fair Housing Marketing Plan per 24 CFR 200.610.
Once all initial units have been executed for the Project, the local preference shall no longer apply.
Projects subject to this Policy may also be subject to other preferences that take precedence, such
as Low-Income Housing Tax Credits rules, tax-exempt bond rules, and any other funding-driven
restrictions.
This Policy is subject to all FHA and related laws. Modifications shall be made as required by law.
The Policy is effective as of the date of the CDC-HA Board Resolution adopting the same.
Appointing Authority:
Community Housing Commission- Housing Authority of the City of National City
Related Policy References
California Government Code §7061
California Government Code §8899.50
Code of Federal Regulations Title 24 § 200
California Assembly Bill 686
Prior Policy Amendments:
June 7, 2016 (Resolution No. 2016-38)
Page 239 of 251
AGENDA REPORT
Department: Finance
Prepared by: Paul Valadez, Budget Manager
Meeting Date: Tuesday, February 6, 2024
Approved by: Benjamin A. Martinez, City Manager
SUBJECT:
Fiscal Year 2023 Budget Review
RECOMMENDATION:
Accept and file this report, and adopt the resolution ratifying budget adjustments as detailed in
Exhibit A of this report.
BOARD/COMMISSION/COMMITTEE PRIOR ACTION:
Not Applicable.
EXPLANATION:
BACKGROUND
As part of the City of National City’s Strategic Plan objective to provide consistent financial reports,
this staff report to City Council presents an update on the City’s financial operations for the fiscal
year ending June 30, 2023.
DISCUSSION
Budgets are projections based on known and anticipated future revenues and expenditures.
Throughout the year, staff monitor and analyze revenues and expenditures, develop projections,
and provide periodic financial reports to the City Council, City Manager, and department directors.
The totals presented herein for f iscal year 2023 are a summary of the actual revenues and
expenditures, and their impact on fund balance compared to the corresponding budgeted
amounts for the year. The amounts in this report are unaudited and subject to change upon
completion of the City’s Annual Comprehensive Financial Report.
Fiscal Year 2023
The fiscal year 2023 adopted budget projected an increase of $364,000 to the General Fund
unassigned fund balance. Through a combination of overall cost savings and unanticipated
increases in revenues, however, the unassigned fund balance grew by $3.5 million. The variances
between budgeted and actual revenues and expenditures and the impacts on fund balance are
summarized below.
Revenues
The City receives revenues from various sources, some of which, such as taxes and fees, provide
unrestricted cash that may be used at the City’s discretion. Other revenues are reserved for
Page 240 of 251
specified purposes, for example, grant funds received for capital projects. Actual General Fund
revenues, including transfers from other funds, for fiscal year 2023, listed by source in the table
below, were more than their combined budgeted total by approximately $4 million.
Fiscal Year-End Revenue Totals
Revenue Source
FY23 Adjusted
Budget1 FY23 Actual3 Variance
Sales & Use Tax $23,905,000 $22,979,943 $(925,057)
District Transactions & Use Tax 14,951,000 15,470,285 519,285
Property Tax2 2,497,353 2,565,499 68,146
Property Tax in Lieu of VLF 8,223,000 8,265,143 42,143
Other Revenues 15,871,750 20,176,931 4,305,181
Transfers In 2,005,500 2,005,500 -
Total $67,453,603 $71,463,301 $4,009,698
1 adopted budget, plus budget adjustments
2 reflects reduction for property tax allocation to the Library and Parks Maintenance funds
3 actual amounts are unaudited
The budgeted amounts for Sales & Use tax and District Transactions Tax were based on
projections provided by the City’s sales tax consultant. Retail sales activity in Sales & Use Tax
fell short of the budgeted amount by $900,000 due to several industry groups experiencing lower
than expected receipts. The autos-transportation group experienced lower returns as high interest
rates lowered sales volume, general consumer goods saw weak collections as consumer
confidence waned, and the City’s share of state and county pools saw a drop in returns when
compared to the previous year.
This shortfall was partially mitigated by the District Transactions & Use Tax, which finished the
year at $500,000 above the budgeted level. Combined, sales related revenue came in $400,000
below budget.
Property Tax and Property tax in lieu of VLF (vehicle license fee) saw a combined 1.0% increase
above the budgeted amount, with a net impact of $110,000 between the two revenue sources.
Both Property Tax and Property tax in lieu of VLF have grown year over year and are projected
to continue to steadily grow into the future as property values continue to rise.
Revenues in the “Other Revenues” category ended the year above budget by $4.3 million, which
is attributable to a combination of projected positive and negative variances in the various
individual accounts. The primary contributor to the variance in this category was $1.0 million in
deferred revenue posted from the State of California Health Care Services for the Las Palmas
Pool and Wellness Center. Other accounts that significantly exceeded budgeted amounts include
the transient lodging tax ($900,000), the various franchise fees ($500,000), rental payments for
City owned land ($300,000), school district contract reimbursements ($200,000) and residual
balance payments from the Successor Agency ($200,000). These increases were tempered by
a decrease in overtime reimbursements (-$500,000) and utility company permits (-$300,000).
Expenditures
As of June 30, 2023, General Fund expenditures, including transfers to other funds, totaled $66.3
million, $7.9 million less than the adjusted budget of $74.2 million. Expenditure variances are
summarized by category in the table below.
FY 2023 Year-End Expenditure Totals
Page 241 of 251
Expenditure Type
FY23 Adjusted
Budget1 FY23 Actuals2 Variance
Personnel Services $ 44,839,890 $44,595,219 $244,671
Maintenance & Operations 10,279,441 8,076,736 2,202,706
Capital Outlay 338,743 330,406 8,337
Capital Improvement Projects 7,667,649 2,396,265 5,271,384
Internal Service Charges 8,506,822 8,381,822 125,000
Transfers Out 2,561,032 2,561,032 -
Total $74,193,578 $66,341,479 $7,852,098
1 adopted budget total, plus budget amendments, encumbrances, & capital projects appropriations carried forward from previous fiscal year(s)
2 actuals are unaudited
Personnel costs make up approximately 61% of the General Fund’s budget. They ended the
fiscal year under budget by $200,000. While vacant authorized positions contributed to salary and
benefit savings of $2.7 million, costs related to overtime requirements, primarily in the Police and
Fire departments, exceeded budgeted amounts by $2.0 million. In addition, the costs for worker’s
compensation insurance was $400,000 greater than the budget.
Maintenance & Operations (“M&O”) savings of $2.2 million were realized across various accounts,
but particularly in Contract Services ($1.2 million), Professional Services ($500,000), and
Emergency Animal Treatment ($100,000).
The capital projects category had a variance of $5.3 million between the budget and actuals. This
$5.3 million does not represent savings. Rather, it is unspent monies on specifically authorized
capital improvement projects that are still ongoing. The unspent appropriations were carried over
to the fiscal year 2024 budget and are reflected in the assigned fund balance component of the
fund balance table included in this report.
Net Impact on Overall Fund Balance
The table below combines the above revenue and expenditure tables to compare the adjusted
budget’s impact on fund balance to the actual impact on fund balance. Actual fiscal year 2023
revenues, expenditures, and transfers resulted in an estimated increase of $5.1 million in the
overall fund balance of the General Fund, as compared to the adjusted budgeted usage of $6.7
million (primarily a combination of carry-overs from fiscal year 2022, and budget adjustments
authorized during the year). This variance is due to the unspent capit al projects appropriations
and operational savings discussed above. As discussed further below, fund balance is divided
into five categories, non-spendable, restricted, committed, assigned, and unassigned.
Fund Balance Change – Actual vs Budget (Estimated)
Adjusted
Budget Actual Variance
Revenues $65,448,103 $69,457,801 $4,009,698
Transfers In 2,005,500 2,005,500 -
Total Revenues & Transfers In $67,453,603 $71,463,301 $4,009,698
Expenditures $71,632,546 $63,780,447 $(7,852,098)
Page 242 of 251
Transfers Out 2,561,032 2,561,032 -
Total Expenditures & Transfers Out $74,193,578 $66,341,479 $(7,852,099)
Fund Balance Gain/(Usage) $(6,739,975) $5,121,822 $11,861,797
Beginning Fund Balance $57,063,602 $57,063,602 -
Ending Fund Balance $50,323,627 $62,185,424 -
In accordance with Governmental Accounting Standards Board (“GASB”) Statement Number 54,
fund balance is classified into the aforementioned categories based primarily on the extent to
which its use of resources is constrained. The table below reflects the estimated changes in each
category of fund balance within the General Fund from June 30, 2022 to June 30, 2023. The
balances are dependent not only upon the results of operations, i.e., revenues and expenditures,
but also upon changes in such things as liabilities accrued for employee benefits and unspent
appropriations carried over to the succeeding fiscal year.
Components of Fund Balance (Estimated)
FY 22 FY 23 Change
Non-spendable $3,966,629 $3,982,518 $15,899
Restricted 9,546,733 9,956,428 409,695
Committed 15,680,000 15,680,000 -
Assigned 8,400,717 9,604,056 1,203,339
Unassigned 19,469,523 22,962,422 3,492,899
Total $57,063,602 $62,185,424 $5,121,822
Summary of fund balance changes by category:
Non-spendable – fund balance representing assets which are not in spendable form. This is
primarily land held for resale ($3.9 million), but also includes inventories and prepaid expenses
($0.073 million). The latter category is up approximately $16,000.
Restricted – category with spending constraints stipulated either “externally” by the provider
of the assets or by law. For the City, the primary components of this category are the Section
115 trusts for pension and other post-employment benefit obligations (OPEB). There is a $0.4
million increase in the amount of restricted fund balance as a result of investment gains in the
two 115 trusts during FY 2023.
Committed – total of resources which have internally imposed restrictions mandated by formal
action of the City Council. This category comprises the City’s Economic Contingency Reserve
($12,800,000) and the Facilities Maintenance Reserve ($2,880,000). The amount is
unchanged from FY 2022.
Assigned – assets constrained by the City’s intent that they be used for specific purposes but
not meeting the more strict criteria for classification as restricted or committed. The total
amount is up by $1.2 million over FY 2022. The primary components are amounts set aside
for compensated absences and those carried over for capital projects and open purchase
orders. The compensated absences total for FY 2023 is $4.3 million, up $0.4 million from FY
2023. The amount of carry-overs can vary from year to year depending upon the projects
underway. Carry-overs total $5.3 million for FY 2023, up $0.8 million from FY 2022.
Unassigned – total of spendable amounts not allocated to the other fund balance categories
and which is available for use at the City Council’s discretion. Unassigned fund balance
Page 243 of 251
shows an increase of $3.5 million over FY 2022 to $23.0 million. City Council Policy #201
specifies maintaining the unassigned fund balance at a target level of 10% of budgeted
operating expenditures. With a General Fund operating budget for FY 2024 of $67.5 million,
the FY 2023 unassigned fund balance exceeds the target level by $16.25 million. It should be
noted that the FY 2024 adopted General Fund budget anticipates a use of unassigned fund
balance in the amount of $1.05 million for one-time items, still leaving a significant cushion in
the unassigned fund balance category.
Ratification of Budget Adjustments
Normally, staff requests budget adjustments in advance based on known or projected funding
requirements that require additional appropriations. In some instances, the need isn’t known until
the end of the fiscal year. For fiscal year 2023, expenditure requirements exceeded appropriations
as summarized below and detailed in Exhibit A. Budget adjustments have been made by staff to
correct the shortfalls and staff seeks ratification by the City Council of these adjustments.
Library Fund - $68,461
EMT – D Revolving Fund - $54,460
Security and Alarm Regulation Fund - $14,856
Pension Obligation Bonds - $2,750
Library Bonds Debt Service Fund - $1,560
The funding for these appropriations is from the available fund balance of the respective funds
with the exception of the Pension Obligation fund, which will be made whole with a $2,750 transfer
from the General Fund in fiscal year 2024.
FINANCIAL STATEMENT:
The City’s General Fund experienced a $3.5 million increase in fund balance in fiscal year 2023
that will allow the City to maintain or exceed targets for key reserves. The greatest contributors to
the increase in fund balance were better than budgeted revenues, coupled with operational
savings. Per City Council Policy #201, the status of these reserves will be reviewed and presented
to the City Council as part of the budget development process for fiscal year 2025.
RELATED CITY COUNCIL 2020-2025 STRATEGIC PLAN GOAL:
Balanced Budget and Economic Development
ENVIRONMENTAL REVIEW:
This is not a project under CEQA and is therefore not subject to environmental review.CCR15378;
PRC 21065.
PUBLIC NOTIFICATION:
Agenda Report posted within 72 hours of meeting date and time in accordance with Brown Act.
ORDINANCE:
Not Applicable
EXHIBITS:
Exhibit A – Budget Adjustment Detail
Exhibit B – Resolution
Page 244 of 251
Exhibit A
Fund/Explanation Expenditure
Library Fund
Personnel Services appropriation to cover additional hourly wages in Library 68,461$
EMT - D Revolving Fund
Peronnel Services appropriation for additional paramedic differential pay 54,460$
Security and Alarm Regulation Fund
Appropriation for professional services offset by unanticpated false alarm fine
revenue 14,856$
Pension Obligation Bond fund
Appropriation for continuing bond disclosure services 2,750$
Library Bonds Debt Service Fund
Appropriation for continuing bond disclosure services 1,560$
Budget Adjustment Ratification Request
Fiscal Year 2023
Page 245 of 251
RESOLUTION NO. 2024 -
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY, CALIFORNIA,
RATIFYING VARIOUS FISCAL YEAR 2023 BUDGET ADJUSTMENTS
WHEREAS, on June 7, 2022, the City Council of the City of National City adopted
Resolution No. 2022-97, adopting the budget for fiscal year 2023; and
WHEREAS, as part of the 4th quarter review process, certain fund’s expenditures
exceeded budget through the end of fiscal year 2023; and
WHEREAS, the 4th quarter budget review was presented to the City Council and
members of the public on February 6, 2024; and
WHEREAS, the City Manager has requested ratification of the Fiscal Year 2023 Budget
Adjustments (“Exhibit ‘A”).
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF NATIONAL CITY,
CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE, AND ORDER AS FOLLOWS:
Section 1: That the City Council ratifies the budget adjustments to the Fiscal Year
2023 Budget as shown in Exhibit A.
Section 2: That the City Clerk shall certify to the passage and adoption of this
Resolution and enter it into the book of original Resolutions.
PASSED and ADOPTED this 6th day of February, 2024.
Ron Morrison, Mayor
ATTEST:
Shelley Chapel, MMC, City Clerk
APPROVED AS TO FORM:
Barry J. Schultz, City Attorney
Page 246 of 251
AGENDA REPORT
Department: City Manager's Office
Prepared by: Benjamin A. Martinez, City Manager
Meeting Date: Tuesday, February 6, 2024
Approved by: Benjamin A. Martinez, City Manager
SUBJECT:
Reorganization of the City Manager’s Office, Departments, and Divisions
RECOMMENDATION:
For the purpose of reorganizing the City Manager’s Office, Departments, and Divisions, the City
Manager requests authorization to add the following staff positions:
Deputy City Manager (2)
Assistant Community Development Director
Finance Director
City Librarian
Executive Assistant III (Council Offices of Molina and Bush)
Furthermore, the City Manager requests authorization to vacate the following staff positions:
Assistant City Manager
Director of Administrative Services
Housing Director
Human Resources Director
Library & Community Services Director
Planning Manager
It is anticipated these actions will create a more efficient organization more adept to meet the
needs of the community while achieving significant cost savings.
BOARD/COMMISSION/COMMITTEE PRIOR ACTION:
Not Applicable.
EXPLANATION:
The FY 2023-24 City Budget authorized the Assistant City Manager and Library & Community
Services Director positions. Since the beginning of the fiscal year, the Assistant City Manager
and Library & Community Services Director positions have become vacant. Freezing both the
Library & Community Services Director and Assistant City Manager positions, and authorizing two
(2) Deputy City Manager positions will reorganize the responsibilities of the City Manager’s Office
and place broader operational authority to the Deputy City Managers.
Page 247 of 251
The creation of two (2) Deputy City Manager positions would benefit the City Manager’s Office,
the entire organizational structure, and the citizens we serve, in the following ways:
(1) Division of Responsibilities: With two (2) Deputy City Managers, responsibilities would be
divided based on expertise or functional areas. This allows for a more focused approach
to managing various aspects of municipal operations, i.e., one (1) Deputy City Manager
could be responsible for administrative functions like Human Resources and Finance,
while the other would oversee Community Development and Public W orks.
(2) Increased Efficiency: The workload of a City Manager can be overwhelming, especially in
larger or a busy municipality like National City. Having two (2) Deputies allows for a more
efficient distribution of tasks.
(3) Redundancy and Continuity: In the absence of the City Manager, having two (2) Deputy
City Managers provides redundancy and continuity. This is important for maintaining
stable leadership during vacation, illness, or other temporary absences. It ensures that
crucial decision-making and operations continue smoothly without disruption.
(4) Diverse Skill Sets: Different Deputy City Managers bring diverse skill sets and
perspectives. This diversity is valuable in addressing complex issues and finding
innovative solutions. For instance, one (1) Deputy excels in financial management while
the other has a strong community engagement and development background.
(5) Succession Planning: Having multiple Deputy City Managers allows for better succession
planning. If one (2) Deputy is groomed to eventually take over as the City Manager, the
organization can ensure a smooth transition in leadership. This is crucial for maintaining
stability and continuity in municipal governance.
(6) Enhanced Communications: The presence of multiple Deputy City Managers will improve
communication channels within the organization. Each Deputy would serve as a point of
contact for specific departments or functions, streamlining communication and fostering
collaboration.
(7) Flexibility and Adaptability: Different situations may require different leadership
approaches. The organization gains flexibility and adaptability in responding to diverse
challenges with two (2) Deputies. The City Manager can delegate responsibilities based
on the specific needs and priorities of the municipality.
(8) Strategic Planning: Two (2) Deputy City Managers can contribute to more comprehensive
strategic planning. They can work collaboratively with the City Manager to develop and
implement strategic initiatives, ensuring a well-rounded approach considering various
facets of municipal governance.
The departmental reorganization represented in Exhibit A, complements and serves the two (2)
Deputy City Manager strategies, and will open the door to greater opportunities for our employees
as well. In addition, the reorganization represents an organizational alignment that is more
efficient and will increase our level of customer service.
The City Manager is committed to providing the community the highest level of customer service
possible while being fiscally responsible. The restructuring of the City Manager’s Office with two
(2) Deputy City Managers, the positions requested, and the departmental reorganization is critical
to meeting those goals and vision.
Page 248 of 251
FINANCIAL STATEMENT:
The projected savings from his reorganization will be approximately $170,000.
RELATED CITY COUNCIL 2020-2025 STRATEGIC PLAN GOAL:
Balanced Budget and Economic Development
ENVIRONMENTAL REVIEW:
This is not a project under CEQA and is therefore not subject to environmental review.CCR15378;
PRC 21065.
PUBLIC NOTIFICATION:
The Agenda Report was posted within 72 hours of the meeting date and time in accordance with
the Ralph M. Brown Act.
ORDINANCE:
Not Applicable
EXHIBIT:
Exhibit A – 2024 Organizational Chart
Page 249 of 251
Mayor | City Council Executive Assistant
City Manager
Ben Martinez
Fire Department
Operations
Community Development Engineering | Public
Works
Building
Fire Department
Prevention
Housing Authority
Neighborhood Services
Planning
Engineering
Streets and
Wastewater
City Clerk
Finance Information
Technology
Library
Facilities Maintenance
Equipment Maintenance
Parks Maintenance
REVISED 01/31/24
Recreation
Nutrition Services
Human Resources
Administrative Staff
City Attorney
Police Department
Deputy City Manager Deputy City Manager
Community Services
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CITY COUNCIL ITEM REQUEST
The City Council Item Request Form is for members of the City Council to submit written requests to the City
Manager’s Office for inclusion of an item on a future City Council Meeting Agenda. At the meeting where the initial
written request is heard, discussion should be limited to whether the item should be added to an agenda and a date,
not the merit of the item. A majority vote of the City Council is required for the item to be added to a future City
Council Meeting Agenda for action.
Requesting Member of City Council: Council Member Rodriguez
Today’s Date: Tuesday, January 30th 2024
Is this matter considered Time-Sensitive by another entity deadline? Yes
WRITTEN REQUEST
I, Council Member Rodriguez hereby request that the following item be placed on the National City
Council meeting agenda for consideration on Tuesday, February 6th. Ordinance attached as part of the
request.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY,EXERCISING
THE CITY’S POLICE POWER TO PROHIBIT RESIDENTIAL EVICTIONS WITHOUT JUST
CAUSE, RIGHT OF RETURN AND TEMPORARY RELOCATION IN RESPONSE TO
WEATHER CREATED STATE OF EMERGENCY
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