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HomeMy WebLinkAbout2010 CON CDC Senior Village Housing Partners - Kimball & Morgan Towers ProjectEXCLUSIVE NEGOTIATION AGREEMENT By and Between COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY And SENIOR VILLAGE HOUSING PARTNERS, LLC THIS EXCLUSIVE NEGOTIATION AGREEMENT (hereafter referred to as "ENA") is entered into this 21st day of September, 2010, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY, a public body, corporate and politic (hereinafter referred to as "CDC"), and Senior Village Housing Partners, LLC, a limited liability company (hereinafter referred to as "DEVELOPER"), on the terms and provisions set forth below. RECITALS WHEREAS, in furtherance of the goals and objectives of the Redevelopment Plan for the National City Redevelopment Project Area, which was adopted and amended by ordinances of the City Council of the City of National City, and the Community Redevelopment Law of the State of California (California Health an Safety Code 33000), CDC and DEVELOPER desire to enter into negotiations concerning the development of certain land and the rehabilitation of the existing improvements, Kimball and Morgan Towers (defined below as "PROJECT"); and WHEREAS, the CDC currently owns certain real property (Assessor Parcel Numbers 561-410-06-00, 561-410-05-00, 561-410-04-00), approximately 7.1 acres, known as the Senior Village, located on the south-southwest side of Kimball Way east of D Avenue and north of East 15`1' Avenue within the Redevelopment Project Area of the City of National City, as further described herein (hereafter referred to as "PROJECT SITE"); and WHEREAS, it is those portions of the above described properties which are located within the City of National City (CITY), that are intended to be the subject of this Exclusive Negotiation ENA (ENA); and, WHEREAS, the CDC desires to have the DEVELOPER pursue development of the PROJECT and consents to DEVELOPER pursuing and engaging in this ENA; and, WHEREAS, the CDC and the DEVELOPER desires to enter into this ENA to initiate exclusive negotiations for up to three hundred and sixty five (365) days (hereafter referred to as "EXCLUSIVE NEGOTIATION PERIOD") to allow the DEVELOPER to (i) undertake due diligence activities regarding the PROJECT; (ii) design the PROJECT; (iii) establish the responsibilities, schedule, and financial parameters for developing the PROJECT for the part of the PROJECT which is located within the CITY; (iv) negotiate the purchase price of the CDC PROJECT; (v) assemble other properties; and (vi) negotiate a Disposition and Development ENA (hereafter referred to as "DDA"). SDCA_280013.2 WHEREAS, the parties recognize and acknowledge the purpose of this ENA is to seek to negotiate the terms of a DDA, which will accomplish the objectives described in Paragraph I below NOW, THEREFORE, in consideration of the recitals and mutual covenants and conditions contained herein, the parties hereto agree as follows: I. PURPOSE The purpose of this ENA is to provide for the negotiation by the parties of a DDA providing for, among other things, the following: A. The development by DEVELOPER of the PROJECT, as described herein, for redevelopment in accordance with the Redevelopment Plan, the General Plan and any adopted Specific Plan by the CITY and for the expansion and rehabilitation of the PROJECT. B. The coordination of the planning, design and construction of the PROJECT and to maximize its compatibility with the abutting and adjacent uses and to minimize environmental, traffic, and other impacts on the abutting and adjacent uses. C. Such other provisions regarding the participation and responsibilities of the DEVELOPER and CDC necessary to further the purpose of developing the PROJECT, including, but not limited to, provisions for processing approvals and permits. II. PROJECT SITE The PROJECT SITE is comprised of the real property and improvements that are the subject of this ENA. The description of the PROJECT SITE is that portion of D Avenue located within the National City (Assessor Parcel Numbers 561-410-04-00, 561-410-05- 00, 561-410-06-00). Parcels 561-410-04-00 and 561-410-05-00 are in an RM3 zoned area. It is a residential multifamily zone specifically designated for senior citizen housing and allows higher density development than the standard residential multifamily units (22.9 units/acre) based on consideration of the specific PROJECT design. Parcel 561- 410-06-00 is in a Civic Institutional (IC) zone specifically to accommodate the wide range of major public institutional and auxiliary uses, most of which are provided for in the general plan elements established in response to the health, safety, educational, cultural, and welfare needs of the CITY. Currently, the PROJECT SITE is comprised of two 9-story senior housing complexes (Kimball and Morgan towers), a Nutrition Center. and Senior Center building. There are a total of 303 units between the 2 towers: 151 units at Kimball Tower (approximately 134 Section 8 units, 15 market -rate units, and 2 units for managers), and another 152 at Morgan Tower (approximately 148 PROJECT -based units funded directly by the U.S. -2- Department of Housing and Urban Development (HUD), 3 market -rate units, and 1 unit for the assistant manager). The PROJECT SITE is shown on Exhibit 1. III. PROJECT The PROJECT will include the rehabilitation of the existing structures and expanded senior living facilities. The preliminary conceptual plan proposes 200 additional low-rise (up to four stories) senior apartments, a new senior center, and the conversion of asphalt parking lots to gardens and park features. IV. EXCLUSIVE RIGHT TO NEGOTIATE A. Subject to Subparagraph IV.C., below. CDC hereby grants to DEVELOPER, and DEVELOPER hereby accepts this ENA for a period of three -hundred sixty-five (365) days, commencing on the date this ENA is signed on behalf of the CDC, and continuing in full force until expiration or earlier termination pursuant to Paragraph VIII; provided, that, CDC's Chairman is authorized to extend the expiration date for up to an additional ninety (90) days if she/he determines DEVELOPER has negotiated in good faith. B. CDC and DEVELOPER agree, for the period set forth in this Paragraph IV, to negotiate diligently and in good faith to prepare a DDA to be entered into by CDC and DEVELOPER with regard to the objectives described above. During the term of the ENA, CDC agrees not to negotiate for the development of the PROJECT, or portion thereof, with any party other than the DEVELOPER, or approve or conduct a public hearing for any other development of the PROJECT, or portions thereof. The DEVELOPER shall bear any and all costs and expenses (including legal fees and staff time) for title, environmental, physical, engineering, financial, and feasibility investigations, site plans, reports and analyses and other analyses or activities performed by and for the DEVELOPER to meet the terms of the ENA. The DEVELOPER and the CDC shall bear their own costs and expenses (including legal fees and staff time) incurred during the EXCLUSIVE NEGOTIATION PERIOD for the purpose of preparing the ENA and fulfilling its obligations under the ENA from the date hereof, including but not limited to the costs of preparing, negotiating, and reviewing the DDA. Furthermore, CDC shall advise DEVELOPER regarding the source of the funds used to pay for costs of negotiating ENA and pre -development costs, as outlined above, so that DEVELOPER can determine the need for payment of any prevailing wage. V. TERMS CDC and DEVELOPER hereby agree to the following terms: -3- A. Monthly Status Reports. On or before the tenth (10`h) day of each month starting with the first full month after the effective date of this ENA, DEVELOPER shall provide monthly status reports to CDC's Executive Director in a format reasonably requested by the Executive Director. These reports, at a minimum, will include status reports regarding progress associated with meeting the benchmarks set forth in this ENA and information regarding DEVELOPER's efforts to work with current tenants on the PROJECT. B. Due Diligence. Within ten (10) days after approval of this ENA by the CDC, the CDC shall provide to DEVELOPER any and all regulatory agreements, loan documents and compliance reports relating to both the original construction of the PROJECT SITE as well as any past reports/reviews/findings by City Staff, property management firms, and other third parties. CDC agrees to provide in a timely manner such other documents that are reasonably requested by DEVELOPER in order to perform its obligations under this ENA, including all relevant information to the PROJECT SITE in the Redevelopment Plan, the General Plan, and adopted Specific Plan and other Municipal Code requirements_ C. Market Feasibility Study. Within 30 days of the date of this ENA, DEVELOPER shall submit to CDC a market feasibility study for the proposed PROJECT. D. Financial Feasibility Prospectus. Within 60 days of the date of the ENA, DEVELOPER shall submit to CDC a pro forma showing the fiscal feasibility for all aspects of the proposed PROJECT. E. Necessary Debt and Equity Financing. Within 90 days of the date of this ENA. DEVELOPER shall submit evidence reasonably satisfactory to CDC, including the financing structure and preliminary commitments, demonstrating DEVELOPER can and will obtain the necessary debt and equity financing in an amount sufficient to pay for acquisition and development of the PROJECT. CDC acknowledges that any such financial projections and financing commitments are preliminary and will be subject to change from time to time prior to execution of the DDA. F. Submittal and Review of Conceptual Plans. DEVELOPER shall submit to CDC conceptual plans for the development of the entire PROJECT (the "Conceptual Plans") within one -hundred eighty (180) days after the date of this ENA. CDC staff shall review and comment on the Conceptual Plans within thirty (30) days after receipt. DEVELOPER shall not budget or spend more than $20,000 on conceptual plans. G. CDC's Right to Additional Information. CDC reserves the right, during the term of this ENA, to request reasonable additional information and data from DEVELOPER necessary for review and evaluation of the proposed PROJECT. DEVELOPER agrees to provide such additional information or data as requested in a timely manner. All information regarding the DEVELOPER' s business -4- practice which may be provided to CDC shall remain confidential to the extent permissible by law. H. Hazardous Materials. CDC shall not be responsible for conducting or financing any testing of the PROJECT SITE for hazardous materials pursuant to any applicable laws, statutes, rules, and regulations. CDC shall disclose all information in their records and knowledge regarding any Hazardous Materials on the site. If DEVELOPER proceeds with the project pursuant to a DDA , and subject to the terms of the DDA, DEVELOPER shall also be responsible for making PROJECT SITE conditions suitable for the proposed PROJECT, including, but not limited to, flood zones, Alquist-Priolo, and similar matters. For purposes of this ENA, "hazardous materials" shall mean asbestos; polychlorinated biphenyls (whether or not highly chlorinated); radon gas; radioactive materials; explosives; chemicals known to cause cancer or reproductive toxicity; hazardous waste, toxic substances or related materials; petroleum and petroleum product, including, but not limited to, gasoline and diesel fuel; those substances defined as a "Hazardous Substance", as defined by section 9601 of the Comprehensive Environmental Response; Compensation and Liability Act of 1980; 42 U.S.O. 9601. et. seq., or as "Hazardous Waste" as defined by section 6903 of the Resource Conservation and Recovery Act, 42 U.S. C. 6901, et seq., an "Extremely Hazardous Waste," a "Hazardous Waste" or a "Restricted Hazardous Waste," as defined by The Hazardous Waste Control Law under sections 25115, 25117, or 25122.7 of the California Health and Safety Code, or is listed or identified pursuant to section 25140 of the California Health and Safety Code; a "Hazardous Material", "Hazardous Substance," "Hazardous Waste," or "Toxic Air Contaminant" as defined by the California Hazardous Substance Account Act, laws pertaining to the underground storage of hazardous substances, hazardous materials release response plans, or the California Clean Air Act under sections 25316, 25281, 25501.1 or 39655 of the California Health and Safety Code; "Oil" or a "Hazardous Substance" listed or identified pursuant to section 311 of the Federal Water Pollution Control Act. 33 U.S.C. 132; a "Hazardous Waste, "Extremely Hazardous Waste" or an "Acutely Hazardous Waste" listed or defined pursuant to Chapter 11 of Title 22 of the California Code of Regulations sections 66261.1-66261.126; chemicals listed by the State of California under Proposition 65 Safe Drinking Water and Toxic Enforcement Act of 1986 as a chemical known by the State to cause cancer or reproductive toxicity pursuant to section 25249.8 of the California Health and Safety Code; a material which due to its characteristics or interaction with one or more other substances, chemical compounds, or mixtures, materially damages or threatens to materially damage, health, safety, or the environment, or is required by any law or public CDC to be remediated, including remediation which such law or government CDC to be remediated, including remediation which such law or government CDC requires in order for the property to be put to the purpose proposed by this ENA; any material whose presence would require remediation pursuant to the guidelines set forth in the State of California Leaking Underground Fuel Tank Field Manual, whether or not the presence of such material resulted from a leaking underground -5- fuel tank; pesticides regulated under the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. 136 et seq.; asbestos, PCBs. and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. 2601 et seq.,; any radioactive material including, without limitation, any "source material," "special nuclear material," "by-product material," "low-level wastes," "high-level radioactive waste," "spent nuclear fuel" or "transuranic waste" and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act, 42 U.S.C. 2011 et seq., the Nuclear Waste Policy Act, 42 U.S.0 10101 et seq., or pursuant to the California Radiation Control Law, California Health and Safety Code sections 25800 et seq., hazardous substances regulated under the Occupational Safety and Health Act, 29, U.S.0 651 et seq., or the California Occupational Safety and Health Act, California labor Code sections 6300 et seq.; or regulated under the Clean Air Act; 42 U.S.0 7401 et seq. or pursuant to The California Clean Air Act, sections 3900 et seq.. of the California Health and Safety Code. Any studies and reports generated by DEVELOPER's testing for hazardous materials shall be made available to CDC upon CDC's request. I. No Obligation by CDC or CITY. Nothing herein shall obligate or be deemed to obligate CDC to approve or execute a DDA, commence any actions for voluntary or involuntary acquisition of real or personal property, or any interest therein including, but not limited to, the adoption of a resolution of necessity, or convey any interest in any portion of the PROJECT SITE to DEVELOPER. The parties understand and agree CDC cannot be obligated to approve or execute a DDA, commence any action for acquisition or convey and interest in any portion of the PROJECT to DEVELOPER unless and until , among other legal requirements and as applicable, (i) CEQA requirements are met, (ii) all necessary steps for acquisition are met, including, but not limited to, opportunities for owners to participate in the redevelopment as approved by CDC, offers to purchase, good faith negotiations and public meetings, and (iii) a DDA satisfactory to CDC is first negotiated, executed by DEVELOPER, approved by CDC's Board, after duly noticed public hearing , and executed by CDC. DEVELOPER acknowledges and agrees CITY is not a party to this ENA and has no obligations under this ENA. The parties each agree to negotiate in good faith to accomplish the objectives described in this ENA. J. CDC Not Responsible for Costs. Except as expressly set forth in the DDA. CDC shall not be liable for any costs associated with the planning and development of the PROJECT pursuant to or arising from the DDA. K. DDA to Supersede this ENA This ENA will be superseded by the DDA, if and when the proposed DDA is executed by DEVELOPER, approved by CDC in the manner required by law, and executed by CDC. L. CEQA Compliance. CDC shall be responsible for administering CEQA compliance process in connection with the PROJECT and the development of the -6- PROJECT. If CITY approves the entitlements for the proposed PROJECT, then DEVELOPER agrees, within ten (10) days after CITY approves those entitlements, to pay Fifty Thousand ($50,000) Dollars to assist CDC with payment of CDC's costs for the services of all necessary consultants to comply with CEQA requirements (including, but not limited to, the preparation and issuance of any required environmental impact report, negative declaration, or mitigated negative declaration) for entire PROJECT SITE. DEVELOPER shall cooperate fully and in a timely manner to requests for information from CDC's consultants. M. Real Estate Commissions. Neither CDC nor DEVELOPER shall be liable for any real estate commissions or brokerage fees, which may arise herefrom. CDC and DEVELOPER each represents it has not engaged a broker, agent or finder in connection with this transaction except in connection with the assembly of other properties as approved by the CDC. Each party agrees to hold harmless the other party from any claim by any broker, agent or finder retained, or claimed to have been retained, by that first party. N. Conflicts of Interest. For the Term of this ENA, no member, officer or employee of CITY or CDC, during the term of his or her service with CITY or CDC, shall have any direct or indirect fmancial interest in this ENA or obtain any present or anticipated material benefit arising, there from. O. Change of Ownership or Control of DEVELOPER. DEVELOPER understands CDC is entering into this ENA based on the prior experience and qualifications of DEVELOPER. Therefore, DEVELOPER shall not assign, sell or otherwise transfer any or all of its rights under this ENA to any party, without the prior written approval of CDC. P. Indemnity. DEVELOPER agrees to and hereby does defend, hold harmless and indemnify CDC, CITY and each of their officers, agents and employees (the "Indemnified Parties") from damages arising from DEVELOPER's acts or omissions; provided, that the obligation to indemnify and hold harmless applies only to the extend damages are the result of DEVELOPER's, or DEVELOPER's agents or employees, negligent acts or omissions or willful misconduct. Q. Governing Law. This ENA shall be interpreted and enforced in accordance with the provisions of California laws in effect at the time it is executed, without regard to conflicts of laws provisions. VI. TERMS TO BE NEGOTIATED CDC and DEVELOPER shall meet regularly with each other in order to negotiate a proposed DDA to include, without limitation, the following provisions: -7- A. A single master development plan comprised of one or more phases (scope of development) that is functional, aesthetic. and minimizes conflicts with, and is sensitive to, adjoining and adjacent properties. Architectural and PROJECT design issues to be resolved shall include. but not limited to, acceptable architectural and landscape quality, initial size and maturity of plantings, access and circulation. determination of parcel boundaries, on -PROJECT and off - PROJECT improvements, PROJECT -perimeter treatment, landscaped buffers, parking, signage, lighting and easements, if applicable. B. The acquisition procedures and the time schedule for conveyance, if any, of portions of the PROJECT SITE from CDC, the financing plan, and the cost of the PROJECT. C. The timing and conditions precedent for the conveyance, if any, of the PROJECT SITE or portions thereof. D. The performance guarantees, amount of liquidated damages, and good faith deposit to be required, if any. The proposed DDA shall require DEVELOPER to pay when due, on all those parcels owned by DEVELOPER, all taxes, assessments, and special taxes levied on the PROJECT SITE and all debt service on all bonds outstanding from time to time which have a lien or encumbrance on the PROJECT SITE. Any deposit shall be returned to the DEVELOPER upon the completion of the development as evidenced by a Certificate of Completion issued by the CITY. E. A schedule of performance encompassing appropriate and necessary legal, administrative, financial and construction benchmarks to be met by the appropriate party. F. The responsible party to prepare a subdivision tract map subdividing the PROJECT into parcels as appropriate and necessary. G. The responsible party for all costs associated with the removal or remediation of any potential hazardous materials from the PROJECT and demolition of all improvements on the PROJECT. H. Ownership of all plans, drawings and specifications prepared by DEVELOPER in the event of termination of the DDA. I. Appropriate controls to limit the use of the PROJECT. J. Operational and maintenance plans for the development, including the parking. K. A financing plan to address any financial participation, if any, by CDC, CITY, and any other public CDC. L. Indemnification and Insurance Provisions for the DDA . -8- VII. RIGHT OF ENTRY AND ACCESS A. Access by DEVELOPER. Subject to DEVELOPER's compliance with the terms and provisions of this Agreement, DEVELOPER and DEVELOPER's employee's , agents. and consultants designated in writing by DEVELOPER (herein collectively called "DEVELOPER's Designees") shall have the right to enter upon the Property for the purpose of undertaking tests, inspections and other due diligence activities (herein called "Due Diligence Activities"), until the earliest to occur of: (i) the expiration or earlier termination of the ENA; (ii) the termination of this Agreement; or (iii) the execution of the DDA contemplated by the ENA. DEVELOPER expressly agrees as follows (i) any activities by or on behalf of the DEVELOPER, including without limitation, the entry by DEVELOPER or DEVELOPER's Designees onto the Property in connection with the Due Diligence Activities shall not damage the PROJECT SITE in any manner whatsoever except for minor damage normally resulting from typical site investigation activities such as soil borings; (ii) in the event that the PROJECT SITE is altered or disturbed in any manner in connection with Due Diligence Activities, DEVELOPER shall immediately return the PROJECT SITE to the condition existing prior to the Due Diligence Activities (unless agreed in writing by the Executive Director of the CDC.) B. Lien Waivers. Upon receipt of a written request from the CDC, DEVELOPER will provide the CDC with lien waivers following completion of the Due Diligence Activities from each and every contractor, materialman, engineer, architect, or surveyor who might have lien rights, in form and substance reasonably satisfactory to its counsel. To the extent permitted by applicable law, Grantee hereby indemnifies Grantor from and against any claims made against the Grantor or the Property as a result of Due Diligence Activities. C. Insurance. The DEVELOPER, at its sole cost and expense, shall purchase and maintain, and shall require its contractors performing any Due Dilligence Activities to purchase and maintain throughout the term of this Agreement: 1. Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. 2. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). 3. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. 4. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of DEVELOPER' s employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the -9- policy shall be endorsed with a waiver of subrogation in favor of the CDC and the City of National City. Said endorsement shall be provided prior to commencement of work under this Agreement. 5. The aforesaid policies shall constitute primary insurance as to the CDC and the City of National City, its officers and employees, so that any other policies held by the CDC shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CDC of cancellation or material change. 6. Said policies, except for the professional liability and workers' compensation policies, shall name the CDC, the City of National City and its elected officials, officers, agents and employees as additional insureds, and separate additional insured endorsements shall be provided. 7. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the DEVELOPER shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. 8. Any aggregate insurance limits must apply solely to this Agreement. 9. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CDC's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. 10. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CDC's Risk Manager. If the DEVELOPER does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CDC may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 11. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the Grantee. VIII. LIMITATION ON REMEDIES FOR BREACH OR DEFAULT AND RELEASE OF CLAIMS A. Neither party would have agreed to any part of this ENA if it were to be liable to the other party for any amount of monetary damages. Accordingly, both parties acknowledge and agree each party's exclusive right and remedy upon any breach or default of the other party to negotiate in good faith, as set forth in this ENA, is to terminate this ENA or seek specific performance regarding the exclusivity provisions of this ENA, as applicable. Each party acknowledges it is aware of the meaning and legal effect of California Civil Code Section 1542, which provides: -10- A general release does not extend to claims which the creditor does not know or suspect to exist in this favor at the time of executing the release, which if known by him would have materially affected his settlement with the debtor B. Civil Code Section 1542 notwithstanding, it is the parties' intention to be bound by the limitation on remedies set forth in this Section, and each party hereby releases any and all claims against the other party for monetary damages or other legal or equitable relief, whether or not such released claims were known or unknown to the releasing party as of its entry into this ENA. Each party hereby waives the benefits of Civil Code Section 1542 and all other statutes and judicial decisions (whether state or federal) of similar effect, IX. TERMINATION BY CDC CDC shall have the right to terminate this ENA in the event CDC determines, in its sole discretion, that DEVELOPER proposes provisions in the proposed DDA, which materially vary from the development generally described in the Paragraph I of this ENA. CDC's right of termination shall be subject to a fifteen -day (15-day) notice. DEVELOPER X. TERMINATION BY DEVELOPER DEVELOPER shall have the right to terminate this ENA in the event DEVELOPER determines, in its sole discretion, that CDC proposes provisions in the proposed DDA, which materially vary from those described in this ENA, or that the project is, in the DEVELOPER's sole discretion, infeasible. DEVELOPER' s right of termination shall be subject to a fifteen -day (15-day) notice. DEVELOPER XI. NOTICES DEMAND AND COMMUNICATIONS BETWEEN THE PARTIES Formal notices, demands, and communications between CDC and DEVELOPER shall be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) or by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To CDC: With copy to: Community Development Commission 1243 National City Boulevard National City, CA 91950 Attn: Executive Director City Attorney 1243 National City Boulevard National City, CA 91950 -11- To DEVELOPER: With copy to: With copy to: Senior Village Housing Partners, LLC c/o Chelsea Investment Corporation 5993 Avenida Encinas, Suite 101 Carlsbad, CA 92008 Attn: James J. Schmid Housing Development Partners 1122 Broadway, Suite 300 San Diego, CA 92101 Attn: Wendy DeWitt Senior Community Centers 525 14th Street, #200 San Diego, CA 92101 Attn: Paul Downey Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. XII. COUNTERPART ORIGINALS This ENA may be executed in two (2) counterpart originals which, when taken together, shall constitute but one and the same instrument. XIII. ENTIRE ENA This ENA represents the entire ENA of the parties and supersedes all negotiations or previous ENAs between the parties with respect to development of the PROJECT. This ENA may not be amended unless agreed as such in writing and certified by the signatures of the parties hereunder. XIV. EFFECTIVE DATE The effective date of this ENA shall be the date it is signed on behalf of CDC. -12- IN WITNESS WHEREOF, the CDC and the DEVELOPER have signed this ENA on the respective dates set forth below. COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY By: on Morrison, Chairman ATTEST: B C s Zapata, Seetary APPROVED AS TO FORM: By: Cl h dia C1. Silva City Attorney Senior Village Housing Partners, LLC (3 signatures required) By: Dated: -13- IN WITNESS WHEREOF, the CDC and the DEVELOPER have signed this ENA on the respective dates set forth below. COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY By: Ron Morrison, Chairman ATTEST: By: Chris Zapata, Secretary APPROVED AS TO FORM: By: Claudia G. Silva City Attorney Senior Village Housing Partners, LLC (3 signatures required) By: gdtil YOW(KC(. DJ 2'e�," 4do h'h(hUYv'� 6,64 By: By: Dated: -13- IN WITNESS WHEREOF, the CDC and the DEVELOPER have signed this ENA on the respective dates set forth below. COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY By: Ron Morrison, Chairman ATTEST: Senior Village Housing Partners, LLC (3 signatures required) By: By: Chris Zapata, Secretary APPROVED AS TO FORM: By: Claudia G. Silva City Attorney Dated: -13- 5. . RES FOR NT 5T •-• NOT A BLDG SITE CONDM. PARK VILLAGE ()OCT,-A6174O O(SEE SNT 2) 2,24AC vgiRa nle•!'�r�.., ALLEY : ' 5 F I M KIMBMALLWILLOWS , 0Z ` DOC,- SISSI (SEE StR, t.,12 I9193 "4'{' Nil• W 1 1- z N ifs D 6 Ir73AC A21AC N17.47.01 r/lpJ% Ao 3 F ST. J J j yT - 0 1 I 11918117 Li -)--BLK-,-I--2I- -b IT d ... T (T20 16 15 ""I- 13 14 13 w - TSsi I4 1 II 12I til I_I 119' 1 16 3 4 il- 1 0151 5 I 6 - - "-'fTS6 I 16 7I6 I I 01 91 - -)sJ II2 zo • ST - 14E1807 E 216AC J!R AVE AO M AVE u.• •, A. rooin • Go GA St 2 1— S2 MAP 9199 -PARK VILLAGE (CONDM) MAP 9042-KIMBALL WILLOWS MAP 8807-CENTER CITY PROJECT MAP 1105-LOZIERS SUB ROS 10144 SFI7IOF2 'Th CHAN ES R CUT BLK OLD NEW J-9 B2P. ,iris 4'-2a a /o/ec 7 2G1,� 70 229 4/0 / A:M M 4Td3 410 I 22 S0 SS 410 21 CON DO 4a7 22 Wpm' Sd5 4/0 3 &/,SBm 1=lie. owe 7 SO/5 RESOLUTION NO. 2010 — 219 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AUTHORIZING THE CHAIRMAN TO EXECUTE AN EXCLUSIVE NEGOTIATING AGREEMENT WITH SENIOR VILLAGE HOUSING PARTNERS, LLC, BASED ON A COMPETITIVE REQUEST FOR QUALIFICATIONS PROCESS CONDUCTED FOR CONSIDERATION OF AN EXPANSION AND ENHANCEMENT OF THE KIMBALL AND MORGAN TOWER PROJECT SITE TO INCLUDE REHABILITATION OF THE EXISTING BUILDINGS AND THE ADDITION OF APPROXIMATELY 200 NEW AFFORDABLE SENIOR UNITS WHEREAS, the Community Development Commission of the City of National City ("CDC") owns approximately 7.1 acres at 1317 and 1415 D Avenue, commonly referred to as the Kimball and Morgan Towers site (Assessor Parcel Numbers 561-410-06-00, 561-410-05- 00, and 561-410-04-00) ("Senior Village"); and WHEREAS, the CDC is interested in having the Senior Village site developed, expanded, and enhanced to include 200 additional low-rise senior apartments that would be integrated into the existing Senior Village site, the removal of the existing senior center and the development of a new center, and the conversion of asphalt parking Tots to gardens and park features (the "Project") all of which was part of a Request for Qualifications previously issued; and WHEREAS, the Housing Element (a required section in the General Plan) lays out an objective of continuing to provide housing opportunities and improve the housing stock to accommodate the high percentage of low income senior households; and WHEREAS, the CDC issued a Request for Qualifications seeking qualifications from experienced non-profit or for -profit developers to enter into an Exclusive Negotiation Agreement to complete due diligence and design, followed by a Disposition and Development Agreement to upgrade existing structures and expand senior living facilities; and WHEREAS, The Chelsea Investment Corporation, Senior Community Centers, and Housing Development Partners (collectively, "Developer") responded jointly to the RFQ to partner in development and rehabilitation of the Senior Village, and to provide resident services for all affordable housing residents in the Project; and WHEREAS, the Developer has formed a partnership known as Senior Village Housing Partners, LLC; and WHEREAS, the Developer is interested in developing an affordable senior housing development, consisting of approximately 200 affordable residential units, and rehabilitating and enhancing the existing buildings and common area; and WHEREAS, the CDC, and Senior Village Housing Partners, LLC, desire to enter into an Exclusive Negotiating Agreement to initiate exclusive negotiations for up to three hundred and sixty-five (365) days (hereafter referred to as "Exclusive Negotiation Period") to allow Senior Village Housing Partners, LLC, to (i) undertake due diligence activities regarding the Project; (ii) prepare a market feasibility study; (iii) develop a pro forma showing the fiscal feasibility; (iv) obtain the necessary debt and financing; (v) develop the conceptual Resolution No. 2010 — 219 Page 2 development plan of the Project; (vi) establish the responsibilities, schedule, and financial parameters for developing the Project; and (vii) negotiate a Disposition and Development Agreement. NOW, THEREFORE, BE IT RESOLVED that the Community Development Commission of the City of National City hereby authorizes the Chairman to execute an Exclusive Negotiation Agreement with Senior Village Housing Partners, LLC, for an expansion and enhancement of the Kimball and Morgan Tower Project site to include rehabilitation of the existing buildings and the addition of approximately 200 new affordable senior units. Said Exclusive Negotiation Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 21st day of September, 2010. n Morrison, airman ATTEST: Brad Ra ecretary A'PROVED AS TO FORM: udia S General Cou Passed and adopted by the Community Development Commission of the City of National City, California, on September 21, 2010, by the following vote, to -wit: Ayes: Commissioners Morrison, Sotelo-Solis, Van Deventer, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Chairman, Community Development Commission Secretary, Co q�rfnu�r ity S elopment Commission By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2010-219 of the Community Development Commission of the City of National City, California, passed and adopted on September 21, 2010. Secretary, Community Development Commission By: Deputy cao%o CC MEETING DATE: CITY OF NATIONAL CITY, CALIFORNIA COMMUNITY DEVELOPMENT COMMISSION COUNCIL AGENDA STATEMENT September 21, 2010 AGENDA ITEM NO. 27 ITEM TITLE: Resolution approving an Exclusive Negotiating Agreement with Senior Village Housing Partners, LLC, a limited liability company based on a competitive Request for Qualifications process conducted for consideration of an expansion and enhancement of the Kimball and Morgan Tower project site to include rehabilitation of the existing buildings and the addition of approximately 200 new affordable senior units. PREPARED BY: Alfredo Ybarra DEPARTMENT: Community Developmen PHONE: Ext. 4279 0 APPROVED BY: EXPLANATION: As part of the General Plan update, the City is focusing specific planning and implementation efforts on several key projects within each of the City's three community planning areas. The Senior Village Expansion, in the Kimball Community, has been identified as one of the major projects that the General Plan will address through specific action plans. In early 2010, the City's consultant, KTGY Group, Inc., prepared a conceptual plan for the expansion of the existing Senior Village complex. The current facility is comprised of two 9-story towers (Kimball and Morgan Towers) with a total of 303 senior apartments, the Nutrition Center, and the Senior Center building. The conceptual plan proposed 200 additional low-rise (up to four stories) senior apartments that would be integrated into the site, a medical services building, and a new senior center. On February 2, 2010, City Council provided staff direction to prepare a request for qualifications for the future design and development of the site. A detailed explanation of this process and the Exclusive Negotiation Agreement ("ENA") presented for consideration with this staff report are explained in the attached Background Report. FINANCIAL STATEMENT: ACCOUNT NO. APPROVE Finance APPROVED: MIS The CDC will bear costs and expenses (including legal fees and staff time) incurred during the Exclusive Negotiating Period for the purpose of preparing the ENA and fulfilling its obligations under the ENA. ENVIRONMENTAL REVIEW: As required, review under the California Environmental Quality Act will be required prior to a development agreement being presented to the City Council/Community Development Commission. ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Adopt the resolution BOARD 1 COMMISSION RECOMMENDATION: ►TTAC H M E NTS: 1. Background Report 2. Proposed ENA 3. RFQ Submittal Q�eo�v��o�s lso. 'd0\O-a‘9 OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone • 619-336-4229 fax SENIOR VILLAGE HOUSING PARTNERS, LLC Resolution No. 2010-219 Kimball & Morgan Tower Project Denise Davis (CDC) Forwarded Copy of Agreement to Developer