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HomeMy WebLinkAbout2015 CON HA La Maestra Family Clinic - Purple Cow Site ProjectEXCLUSIVE NEGOTIATING AGREEMENT (La Maestra-Purple Cow -North Highland) This Exclusive Negotiating Agreement ("Agreement") is dated as of the 15th day of December, 2015, by and between the Community Development Commission -Housing Authority of the City of National City ("CDC -HA") and La Maestra Family Clinic, Inc., a California nonprofit, public benefit corporation ("Developer"). RECITALS A. The CDC -HA owns that certain approximately 1.3 acre parcel of real property located on North Highland Avenue between Eta Street and Bucky Lane in the City of National City, County of San Diego, California, which is sometimes referred to as the "Purple Cow" and is more particularly described on the Site Legal Description attached hereto as Exhibit A hereto ("Property"). B. Developer desires to develop the Property generally as set forth in that certain letter (and enclosures) dated as of August 26, 2015, from Zara Marselian, President and CEO of Developer, to Leslie Deese, City Manager of the City of National City, a copy of which is attached hereto to as Exhibit B ("Developer Proposal"). The CDC -HA and Developer desire to negotiate any and all agreements reasonably necessary for the CDC -HA to ground lease the Property to the Developer and as generally set forth in the Developer Proposal ("Project"). C. The purpose of this Agreement is to establish a period during which Developer shall have the right to exclusively negotiate with the CDC -HA the terms of the Project with respect to the Property. NOW, THEREFORE, Developer and the CDC -HA, hereby agree as follows: 1. Negotiating Period. The CDC -HA agrees to exclusively negotiate with Developer and Developer agrees to exclusively negotiate with the CDC -HA regarding the terms of any and all agreements reasonably necessary respect to the Project for a one (1) year period from the date first set forth above ("Negotiating Period"). The CDC -HA and Developer shall negotiate diligently and in good faith to carry out the obligations of this Agreement during the Negotiating Period. 2. Site Control. The Property is currently owned by the CDC -HA. 1 3. Costs and Expenses. Upon the execution and delivery of this Agreement, the Developer shall pay the CDC -HA $25,000.00, to partially pay the CDC -IAA's anticipated costs with respect to the Project. In addition, if both the CDC -HA and Developer are satisfied with the proposed Project, and enter into a ground lease or other mutually acceptable agreements necessary for the construction at the Property, then the Developer shall pay the CDC -HA $25,000.00, to partially pay the CDC-HA's costs with respect to the Project. Except as otherwise set forth herein, each party shall be responsible for its own costs and expenses in connection with any activities and negotiations undertaken in connection with the performance of its obligations under this Agreement. 4. Developer Submissions. Developer agrees that within 90 days, Developer shall submit to the CDC -HA for review, a proposal for development of the Property and the Project, with supporting documents. In addition, Developer will provide the CDC -HA with the following documents, reports and information prior to the expiration of this Agreement: (a) Basic floor area ratios or a potential unit mix by number of bedrooms, proposed income targeting, proposed construction work with preliminary cost estimates, and site amenities, with a schedule for implementation. (b) A proposed schedule for development of the Project. (c) A financial pro forma which contains: (i) a projected development budget for the Project, (ii) a projected sources and uses analysis, (iii) a 15-year cash flow analysis, (iv) a proposed rent schedule and utility allowance schedule, and (v) a projected operating budget for the Project. (d) Preliminary evidence of conventional construction and permanent financing options. (e) The name and qualifications of the architect which Developer proposes to use, if any. The CDC -HA will approve or disapprove the proposed architect in its sole and absolute discretion. (f) The name and qualifications of the management agent that Developer proposes to use. The CDC -HA will approve or disapprove the proposed management agent in its sole and absolute discretion. 5. Approval and Negotiation of Agreements. If both the CDC -HA and Developer are satisfied with the proposed Project, the CDC -HA and Developer shall seek in good faith to negotiate and draft any and all mutually acceptable agreements reasonably necessary for the Project. However, by entering into this Agreement, the Parties are not contractually bound to enter into any further agreements. 2 6. Termination/Expiration of Agreement. Except as provided in Section 10, below, or if this Agreement is extended or amended by mutual written agreement of the parties, if at the end of the Negotiating Period, the CDC -HA and Developer have not agreed upon a mutually acceptable agreements reasonably necessary for the development of the Project, then this Agreement shall terminate. 7. Cooperation. The CDC -HA agrees to cooperate with Developer in supplying financial institutions with appropriate information, if available and not otherwise privileged, to facilitate the Developer's financing for the Project. The CDC -HA shall also cooperate with Developer's professional consultants and associates in providing them with any information and assistance reasonably within the capacity of the CDC -HA to provide in connection with the proposed Project. 8. Nondiscrimination. Developer shall not discriminate against nor segregate, any person, or group or persons on account of sex, race, color, marital status, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Project, nor shall Developer establish or permit any such practice or practices of discrimination or segregation in the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Project. 9. Environmental Requirements. Certain state and local environmental requirements (including, but without limitation, the California Environmental Quality Act of 1970, Public Resources Code Section 21000, et seq.) may be applicable to the proposed Project. Pursuant to such requirements, certain environmental documents may be required to be prepared and certified for the proposed Project. 10. Inspection of the Property. Developer and its agents, representatives, consultants and contractors may enter upon the Property, upon not less than forty-eight (48) hours advance notice to the CDC -HA, solely for the purpose of conducting visual, non-invasive inspections of the Property. Developer and each of its agents, representatives, consultants and contractors entering the Property shall maintain commercial general liability insurance covering such entry, in the amounts of Two Million Dollars ($2,000,000.00) combined single limit for each occurrence or Four Million Dollars ($4,000,000.00) general aggregate for bodily injury, personal injury and property damage including contractual liability. Prior to entering upon the Property, the Developer and any of its agents, representatives, consultants and contractors entering upon the Property shall provide, additional insured endorsements naming the CDC -HA and the City of National City as additional insureds. The Developer shall indemnify and defend the CDC -HA, the City of National City and their agents and employees and the Property from and against, and shall hold the CDC -HA, the City of National City and their agents and employees and the Property harmless from, any actions, losses, costs, damages, claims and/or liabilities, including but not limited to, mechanics' and materialmen's liens and attorney fees, proximately caused by the actions of Developer and/or its agents, representatives, consultants and contractors upon the Property. The Developer shall repair any damage caused to the Property by the Developer or its agents, representatives, consultants and contractors. The Developer shall not permit any mechanic's, materialman's, contractor's, subcontractor's or other lien arising from any work 3 done by the Developer or its agents, representatives, consultants and contractors pursuant to this Agreement to stand against the Property. If any such lien shall be filed against the Property, the Developer shall cause the same to be discharged or bonded within ten (10) days after actual notice of such filing, by payment, deposit, bond or otherwise. The Developer's obligations under this Section 10 shall survive the termination or expiration of this Agreement. 11. Address for Notices. Any notices pursuant to this Agreement shall be sent to the following addresses: To CDC -HA: Copy to: Community Development Commission - Housing Authority of the City of National City 1243 National City Blvd. National City, California 91950 Attn: Executive Director Christensen & Spath LLP 550 West C Street, Suite 1660 San Diego, CA 92101 Attn. Walter F. Spath, Esq. To Developer: La Maestra Family Clinic, Inc. 40010 fat Mannf Ave. San Oiego CA g2105 12. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. 13. Amendment of Agreement. No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a written agreement executed by the CDC -HA and Developer. 14. Future Agreements to Supersede this Agreement. This Agreement will be superseded, if and when the Developer and CDC -HA approve and execute all mutually acceptable agreements reasonably necessary for the development of the Project. 15. Assignment Prohibited. In no event shall Developer assign or transfer any portion of Developer's rights or obligations under this Agreement without the prior express written consent of the CDC -HA, which consent may be withheld in the CDC-HA's sole and absolute discretion. 16. Time of Essence. Time is of the essence of every portion of this Agreement in which time is a material part. 4 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 CDC -HA 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. CDC -HA: Community Development Commission -Housing Authority of the City of National City By< ..ZLt, Leslie Deese, Executive Director APPROVED AS TO FORM: Christen en & Spath LLP By: er F. Special C C-HA [SIGNATURES CONTINUED ON FOLLOWING PAGE] 5 DEVELOPER: La Maestra Family Clinic, Inc., a California nonprofit, public benefit corporation By: / ,(44 I Prin Zara Bars liar Pr2S1d0" aha) Ce Its: EXHIBIT A PROPERTY LEGAL DESCRIPTION Real property in the City of National City, County of San Diego, State of California, described as follows: PARCEL 1: (APN: PORTION 551-470-43) THAT PORTION OF LOT 69 OF THE EX -MISSION LANDS OF SAN DIEGO (COMMONLY KNOWN AS HORTON'S PURCHASE), IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 283, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH 9, 1878, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE EASTERLY LINE OF THE PUEBLO OF SAN DIEGO THAT IS 59.50 RODS SOUTH AND 73.80 RODS WEST OF THE NORTHEAST CORNER OF SAID LOT 69; THENCE NORTH 89°40'00" EAST 379.60 FEET TO THE SOUTHEAST CORNER OF LAND DESCRIBED IN DEED FROM CHARLES O. POWERS TO E.F. MCCORMICK RECORDED MAY 2, 1922 IN BOOK 876, PAGE 465 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY; THENCE ALONG THE EAST LINE OF MCCORMICK LAND, NORTH 15°33'00" WEST, 289.00 FEET TO THE MOST NORTHERLY CORNER THEREOF; THENCE ALONG THE NORTH LINE OF SAID LAND, SOUTH 73°27'00" WEST, 76.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE AT RIGHT ANGLES, NORTH 16°33'00" WEST, 48.00 FEET; THENCE SOUTH 73°27'00" WEST, PARALLEL WITH THE NORTH LINE OF SAID MCCORMICK LAND, 295.00 FEET, MORE OR LESS, TO THE EAST LINE OF PUEBLO LANDS OF SAN DIEGO; THENCE ALONG SAID PUEBLO LANDS LINE SOUTH 16°57'00" EAST, 48.00 FEET, TO THE NORTH LINE OF SAID MCCORMICK LAND; THENCE ALONG SAID NORTH LINE NORTH 73°27'00" EAST, 295.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 2: (APN: PORTION 551-470-43) THE NORTHWESTERLY 12 FEET OF THE SOUTHWESTERLY 295 FEET OF ALL THAT PORTION OF LOT 69 OF A PORTION OF THE EX -MISSION LANDS OF SAN DIEGO (COMMONLY KNOWN AS HORTON'S PURCHASE), IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 283, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH 9, 1878, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WESTERLY LINE OF SAID LOT 69, SOUTH 981.75 FEET AND WEST 1,217.70 FEET FROM THE NORTHEAST CORNER OF SAID LOT; THENCE NORTH 89°40'00" EAST, 379.60 FEET; THENCE NORTH 15°33'00" WEST, 289.00 FEET; THENCE SOUTH 73°27'00" WEST, 371.00 FEET TO A POINT IN SAID 7 WESTERLY LINE; THENCE SOUTH 16°57'00" EAST, ALONG SAID WESTERLY LINE, 182.20 FEET TO THE POINT OF BEGINNING. PARCEL 3: (APN: 551-470-15, 551-470-17, 551-470-18, 551-470-19 AND 551-470-48) THAT PORTION OF LOT 69 OF A PORTION OF THE EX -MISSION LANDS OF SAN DIEGO (COMMONLY KNOWN AS HORTON'S PURCHASE), IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 283, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH 9, 1878, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE EASTERLY LINE OF THE PUEBLO OF SAN DIEGO THAT IS 59.50 RODS SOUTH AND 73.80 RODS WEST OF THE NORTHEAST CORNER OF SAID LOT 69; THENCE NORTH 89°40' EAST 379.60 FEET TO THE SOUTHEAST CORNER OF LAND DESCRIBED IN DEED FROM CHARLES O. POWERS TO E.F. MCCORMICK RECORDED MAY 2, 1922 IN BOOK 876, PAGE 465 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY; THENCE ALONG THE EAST LINE OF SAID MCCORMICK LAND, NORTH 15°33' WEST, 289.0 FEET TO THE MOST NORTHERLY CORNER THEREOF; THENCE ALONG THE NORTH LINE OF SAID LAND, SOUTH 73°27' WEST, 76.00 FEET; THENCE AT RIGHT ANGLES, NORTH 16°33' WEST 48.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 16°33' WEST TO THE NORTH LINE OF LAND DESCRIBED IN DEED FROM JAMES W, POWERS ET UX TO CHARLES O. POWERS RECORDED NOVEMBER 5, 1921 IN BOOK 855, PAGE 428 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY; THENCE WEST ALONG THE NORTH LINE OF LAND SO DESCRIBED IN SAID DEED TO THE NORTHWEST CORNER THEREOF, BEING A POINT IN THE EAST LINE OF THE PUEBLO OF SAN DIEGO; THENCE ALONG SAID PUEBLO LINE SOUTH 16°57' EAST TO INTERSECTION WITH A LINE BEARING SOUTH 73°27. WEST FROM THE TRUE POINT OF BEGINNING; THENCE NORTH 73°27' EAST 295.00 FEET TO THE TRUE POINT OF BEGINNING. 8 EXHIBIT A Letter (and enclosures) from Zara Marselian, President and CEO of Developer to Leslie Deese, City Manager of the City of National City, dated as of August 26, 2015 9 LA MAESTRA COMMUNITY HEALTH CENTERS City Heights Li Cajon National City Lemon Grove LESLIE DEESE City Manager City of National City 140 E. 12th Street National City, CA 91950 Subject: LMCHC Proposal to Develop Purple Cow Site Dear Ms. Deese: August 26, 2015 2015 AUG 27 PM1:26 La Maestra Community Health Centers is pleased to present our proposal to partner with the City of National City to develop a mixed -use project on the vacant City -owned site north of Eta Street on Highland Avenue (commonly referred to as the Purple Cow site). The members of the Board of Directors and management staff at La Maestra are committed to working with the City to clean up and develop the long vacant Purple Cow site. That property sits at the gateway into National City from the north. Development of the site and the adjacent property with medical, commercial and affordable multi -family housing will revitalize those properties and serve as a stimulus to revitalization of surrounding properties in National City and San Diego. This location is special to our organization, as we have operated a Community Health Center near that site and want to continue to serve the residents of National City. However, we need more space and more parking, and there are no viable alternative locations in the vicinity. Development of a new Health Center on the Purple Cow site will allow us to expand our services and do an even better job for our clients and your residents. We appreciate the support for the project voiced by the Mayor and Council Members, and by staff. As the development process and acquisition of subsidies for affordable housing take a significant amount of time, it is essential to move forward on development of the site as soon as possible. La Maestra is fully committed to moving forward right now. In this regard, La Maestra is already expending funds, for a prize winning architectural firm, and for the initial members of our development consultant team. We have begun discussions with a lender for predevelopment funds that will allow us to bring on the full team of design, engineering, legal, financial and construction consultants. The proposal information summary is as follows: Project Concept ✓ Medical offices plus community serving uses. 1 La Maestra Community Health Centers to occupy the medical offices. 1 63 affordable residential units. ✓ Residential units to be a mix of one, two and three bedrooms. ✓ Underground parking, substantially more than required. Building Concept 1 Medical clinic buildings will be three -stories with the majority of the space dedicated for patient care, plus space for administrative, classroom, meeting and other support uses. ✓ 18,800 square feet for medical clinic and related community serving uses. ✓ 64,316 square feet for the residential units and related facilities. ✓ All buildings will be three -stories over an underground parking garage. ✓ Proposed space and uses comply with all applicable development regulations; no deviations requested. 4060 Fairmount Avenue, San Diego, CA 92105 • Tel: (619) 584-1612 • Fax (619) 281-6738 www.lamaestraorg • facebookcom/LaMaestraCHC LA MAESTRI COMMUNITY HEALTH CENTERS City Heights El Cajon National City Lemon Grove Financials ✓ Total project development costs = $27,310,5000 (rounded). Ground Lease ✓ Long-term ground lease. ✓ Lease not effective until the project is fully entitled and construction and permanent financing is secured. In addition, we have been working closely with the partners of the adjacent Park Villas property, and have come to an agreement to enter into a joint venture development of that property for the purpose of providing a new child daycare center, and a 3-story building that will house the Park Villas property management offices, community serving uses including retail space, plus a potential site for a Fire Department emergency response substation. This joint venture will ensure that improvements to both properties are consistent in terms of height, bulk, architectural style and colors, and will include joint development and use of park recreation facilities. This will also allow a mixing of uses between properties, and potential combining of property management and security services. Finally, we want to make special note of the fact that La Maestra has agreed to include a $50,000 fee in the project budget to cover the cost of City staff and City consultants' oversight of this large development. We anticipate paying the first half of this fee upon approval of the Exclusive Negotiating Agreement, and the remainder at the start of construction. We look forward to working with the City of National City on this exciting project. If you have any questions, please contact me at (619) 584-1612. Sincerely, a Marselian, MA,'FACHE President & Chief Executive Officer Enclosure cc: Mayor and Council; B. Raulston; A. Ybarra; C. Silva 4060 FairmountAvenue, San Diego, CA 92105 • Tel: (619) 584-1612 • Fax (619) 281-6738 wwwlamaestra.org • facebookcom/LaMaestraCHC La Maestra Residential, Medical & Commercial Mixed -Use Development Proposal Property location: Popularly known as: Property Owner: Site Area: General Plan Designation: Zone Classification: Highland Avenue Between Delta and Eta Streets The Purple Cow Site --former location of the Purple Cow Dairy National City Community Development Commission 1.47 acres, 64,033 square feet Minor Mixed Use MXC-1, Minor Mixed Use Corridor Project Concept La Maestra Family Clinic Inc. proposes to build a residential, medical and office mixed -use development on the National City -owned Purple Cow site located on Highland Avenue. The development will be the new location for the La Maestra Community Health Center —National City, a 16,200 square foot facility that will serve the South Region of San Diego County. The existing La Maestra Community Health Center in National City is a smaller facility located at 217 Highland Avenue. A strong focus of La Maestra's work has been service to diverse, low- income populations including veterans and their families, as well as refugees, immigrants and other underserved special populations. The new clinic will continue and expand that effort. Many of La Maestra's clients, veterans and others, have been impacted by the severe shortage of affordable housing in the region. Affordable housing will be the predominant use in this development. There will be 63 apartments for individuals and families with incomes from 30% to 60% of the Area Median Income, with a priority on veterans and their families along with other underserved special populations. Development of the Purple Cow site will be coordinated with development on the adjacent vacant property to the south, owned by Park Villas Apartments. That property will be developed through a separate Joint Venture between La Maestra and Park Villas Apartments, with La Maestra as the Managing General Partner. Space will be developed on that site for Park Villas' property management office, a new location for their child daycare center, and other community serving uses that could include an emergency response unit of the Fire Department. Site Development Concept Commercial Development along Highland Avenue The full development an both sites will be comprised of three 3-story buildings along Highland Avenue, plus a 1-story daycare building on Eta Street. The three buildings will have a total of 30,200 square feet of space (18,800 square feet in the two commercial buildings on the Purple Cow site). The Community Health Center will occupy the entire northernmost building on Highland Avenue, with additional medical and non -medical services provided by La Maestra in the middle building, approximately 16,200 square feet of space. In addition to medical space, the middle building will include 2,600 square feet of community serving office space. Each of La Maestra's health center sites offers a comprehensive range of culturally and linguistically -appropriate services including preventive care, treatment, chronic disease management and essential support services to the diverse, low income, uninsured and underinsured patients who have chosen La Maestra as their health home. EXHIBIT "A" PURPLE COW ENA An array of healthcare services will be provided in the new health center, including: outpatient primary care for all ages, OB/Gyn, immunizations, laboratory, pharmacy, dental, vision, mental/behavioral health services (including for PTSD and substance abuse), digital radiology, chronic disease management and care coordination. Health education, eligibility assistance in applying for Medi-Cal, CalFresh, and other programs, access to nutritious food, physical rehabilitation services and a fitness center will also help patients to improve their health. Each of La Maestra's health centers, including this new site, also offer interpretation, transportation, legal and social advocacy services along with job training and placement, computer classes, financial literacy and small business development services. The third and southernmost building will house the Park Villas Apartments property management office, and a variety of community -serving office and retail uses. The Park Villas daycare center will move out of apartment space and into a new 4,000 square foot building, freeing up more affordable apartments to rent. Residential Development On the east side of the Community Health Center buildings will be the residential structures, 3-story apartment buildings built over a single level of underground parking. The residential component will include 63 apartments in a mix of 1, 2, and 3-bedroom units affordable to individuals and families with incomes from 30% to 60% of the Area Median Income. The development will have 18 one -bedroom units, 21 two -bedroom units, and 24 three -bedroom units. The 63 apartments and related facilities, including the management office, maintenance room, community room including kitchen facilities, computer center, library, and services offices, will total approximately 64,316 square feet, for a total development of 83,116 square feet. The maximum residential density allowed in the MXC-1 zone is 48 units per acre. With the affordable housing density bonus, 95 units are allowed on the 1.47-acre Purple Cow site. The focus of this development is creating a positive living environment rather than maximizing density. Parking All parking for tenants, staff and visitors on the Purple Cow site will be in the single level of underground parking. Tenants, staff and visitors on the Park Villas property will use a surface parking lot. Project Subsidies As with all affordable housing developments, this project will require a mix of tax credits, grants, loans, and local contributions to finance the development. The primary source of subsidies will be Federal Low Income Housing Tax Credits, allocated through the State. Grants are available for construction of affordable housing through the State of California's Prop 41 Veterans Housing Funds. A significant local government contribution is required for a competitive Low Income Housing Tax Credit application. This can be accomplished by a City contribution of the Purple Cow property to this project through a long-term lease, with payment to the City from residual receipts. In this way, the City keeps ownership of the land, and receives full payment over time. A portion of the land value can also be counted toward a New Markets Tax Credit project equity contribution for the commercial portion of the development. 2 EXHIBIT "A" PURPLE COW ENA Preliminary Site Development Plan See included site plan maps. Financial Summary: Residential Costs Sources: Bank Lender Equity-City's Ground Lease Value* Tax Credit Equity Prop 41 Veterans Housing Funds Fed Home Loan Bank Afford Hsg Prog CEC Rebate on Photo Voltaic System Financial Summary: Medical & Office Costs (Purple Cow Site Only) Sources: Bank Leverage Lender New Markets Tax Credits Loan/Equity Equity-City's Ground Lease Value* Owner's Cash Contribution Grant Funds - Medical Facilities Total Development Cost, Purple Cow site: $20,049,135 $ 2,520,702 $ 2,003,328 $12,065,105 $ 2,560,000 $ 600,000 $ 300,000 $ 7,261,334 $ 4,109, 932 $ 1,703,402 $ 573,000 $ 250,000 $ 625,000 $27,310,469 Projected Development Cost, Park Villas site: $ 7,032,222 Notes: * La Maestra proposes a long-term residual receipts ground lease, with the City of National City contributing the land to the project for the 55-year restricted housing affordability period, while retaining long-term ownership. Current estimated value of the land is $40.00 per square foot. Development Team La Maestra's main location is a three-story, 36,440 square foot, Gold Level LEED-certified Community Health Center located in City Heights in Central San Diego. La Maestra was the owner -builder of that facility. In addition, La Maestra has experience leasing and outfitting medical clinic space, as it currently operates three satellite community medical centers, five dental clinics, and four school -based clinics. To assist with the development of the new medical space, the additional commercial space, and the affordable housing component, La Maestra brought in a core team of experienced housing and commercial development specialists, two of whom were involved in the development of its main medical center on Fairmount Avenue in City Heights, the development of the adjacent senior apartment project, and the mixed -use commercial and family apartment building. The core team members and a summary of experience follows: Charles Davis, Urban West Development Mr. Davis is the principal of Urban West Development, which was founded in 1996 specializing in supporting owners, investors and non -profits with the development of real estate. Charles has been in involved in over 800 million dollars in development and construction. His experience 3 EXHIBIT "A" PURPLE COW ENA includes the management of housing, retail, industrial, environmental and commercial projects from acquisition, planning, development, construction and operations. He has over 35 years of experience in community and real estate development which includes feasibility analysis, project budgeting, site selection and acquisition, project consultant/contractor selection and coordination, project monitoring and cost controls, scheduling, change orders management, submittal and pay application systems administrations and project financing. His expertise also includes government agency negotiations, regulatory compliance and enforcement and the development, construction and asset management of affordable housing, multi -family housing, senior housing, single family tracts, condominiums and commercial/retail centers. He has served as Director of Project Development for Jacobs Center for Neighborhood Innovation, Development Consultant to Price Charities in City Heights, Community Development Officer of the Gaslamp Quarter Association in San Diego, Director of Development at Landgrant Development, and partner in the firms of Thompson and Associates and Robinson Development. Charles attended the University of California at Los Angeles School of Engineering and has a Business degree from the University of Redlands. He also studied and completed the Community Economic Development Program at San Diego State University. He is a Licensed California General Building Contractor and is a Member of the Construction Management Association of America. Richard Juarez, Urban West Development Consultants Richard Juarez has been involved in inner-city community development in various capacities for over 35 years. His real estate development services included site assessment, concept and financial feasibility analysis, project budgeting and scheduling, entitlement permit processing, site planning and building design concepts, and presentations to area planning committees, Redevelopment PACs, Planning Commission, and City Council. His client list includes Price Charities, Jacobs Center for Neighborhood Innovation, Urban League, Community Housing Works, City Heights CDC, and Southeastern Economic Development Corporation. He assisted Price Chanties with master planning of a full block development at 39th and University Avenue that included a four-story office and retail building housing a one -stop job training center and child care center, a four-story 120-unit low-income apartment development for seniors and families, and a joint -use parking garage built on the adjacent parcel. A second multi -project development, located between 43rd Street and Fairmount at University Avenue, included 88 market rate family apartments over ground floor retail, 150 apartments for low- income seniors, and a three-story La Maestra Community Health Center. As Vice President for Housing and Economic Development at MAAC Project, Juarez coordinated the development and construction of 400 award winning low-income apartments: Mercado Apartments in Barrio Logan, Laurel Tree Apartments in Carlsbad, and San Martin de Porres in Spring Valley. He managed the acquisition and rehabilitation of the 300-unit President John Adams Manor apartments in San Diego, utilizing tax credits and bond financing. Mr. Juarez earned a Master of City and Regional Planning degree from The Catholic University of America, School of Architecture and Planning, in Washington D.C. and a Bachelor of Arts degree in Economics from San Diego State University. 4 EXHIBIT "A" PURPLE COW ENA Robert P. Ito, Ito Girard and Associates Mr. Ito has over 40 years in nonprofit leadership experience in San Diego County. His skill sets include: advocacy, fundraising, strategic planning and building relationships. He is the former Chair of the San Diego Workforce Advancement Committee, and served on the Workforce Investment Board. Mr. Ito is the former CEO of Occupational Training Services and the San Diego Community Housing Corporation, both non-profit public benefit corporations dedicated to job training and affordable housing. Robert is a native San Diegan with a wealth of connections to community organizations and civic leaders. Career Highlights: 30,000 jobs for low income San Diegans Administered $30 million in Federal, State, and Local funds Developed 1,100 affordable rental units providing housing for 3,500 people Developed and sold 100 homes to low and moderate income first time homebuyers WORK EXPERIENCE 2004 - Present CEO, Ito Girard & Associates, an urban infill real estate development and a capacity building consultant/advisor to nonprofits 2012 - Present Chief Development Officer, Aqual Corp, minority owned general contractor firm 1990 - 2004 CEO, Occupational Training Services 1994 - 2004 CEO, San Diego Community Housing Corporation 1982 - 1988 President, Occupational Training Services 1976 -1982 Deputy Program Administrator, San Diego Workforce Partnership 1974 -1975 Executive Director, Occupational Training Services EDUCATION • BA, Sociology, United States International University • MA, Social Work, San Diego State University Turner School of Construction Management - Certificate • Strategic Growth Planning for Entrepreneurs - Certificate 5 EXHIBIT "A" PURPLE COW ENA 'wu"'w wa`■�.' �. %e �•'.:.ne oi+�i:-..ii i�w ui.i-.,..,r a.F .a s. v. .. n, 4`.4.' a *.tf.` eN,f.1.e":.1 r�. wv. wn,s. n,o .a+..y y,...... 6r. 1 a 1 ■ ca 1 iE 9 w gu- m' till 1 '! 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VW/A To RESOLUTION NO. 2015 — 33 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN EXCLUSIVE NEGOTIATING AGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY AND LA MAESTRA FAMILY CLINIC, INC., A CALIFORNIA NON-PROFIT, PUBLIC BENEFIT CORPORATION, FOR THE DEVELOPMENT OF A 1.47 ACRE PROPERTY LOCATED BETWEEN ETA STREET AND BUCKY LANE ON NORTH HIGHLAND AVENUE IN NATIONAL CITY WHEREAS, the Community Development Commission -Housing Authority of the City of National City ("CDC -HA") owns a 1.47 acre parcel of real property ("Property") located on North Highland Avenue between Eta Street and Bucky Lane in the City of National City, County of San Diego, California, which is sometimes referred to as the "Purple Cow;" and WHEREAS, La Maestra Family Clinic, Inc. ("Developer") desires to develop on the Property a mixed -used project that includes approximately 63 units of affordable rental housing and medical offices for La Maestra Health Centers; and WHEREAS, the CDC -HA and Developer desire to exclusively negotiate any and all agreements reasonably necessary for the CDC -HA to ground lease the Property to the Developer; and WHEREAS, Developer will pay $25,000 to the Housing Authority when the ENA is executed to partially pay for Housing Authority costs and pay an additional $25,000 upon execution of a ground lease or other mutually acceptable agreements necessary for construction at the Property. NOW, THEREFORE, BE IT RESOLVED that the Community Development Commission -Housing Authority of the City of National City hereby authorizes the Executive Director to execute an Exclusive Negotiating Agreement by and between the Community Development Commission -Housing Authority of the City of National City and La Maestra Family Clinic, Inc., a California non-profit, public benefit corporation, for the development of a 1.47 acre property located between Eta Street and Bucky Lane on North Highland Avenue in National City. The Exclusive Negotiating Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 15th day of Decembe , 2015. on Morrison, Chairman ATTEST: A"PROVED AS . FORM. Leslie Deese, Secretary is a itua ilva CDC Gener l C•unsel Passed and adopted by the Community Development Commission — Housing Authority of the City of National City, California, on December 15, 2015 by the following vote, to - wit: Ayes: Boardmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Chairman, Housing Authority Secretary, Housing Authority By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2015-33 of the Community Development Commission — Housing Authority of the City of National City, California, passed and adopted on December 15, 2015. Secretary, Housing Authority By: Deputy CITY OF NATIONAL CITY, CALIFORNIA c a o ‘s -� COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY COUNCIL AGENDA STATEMENT EETING DATE: December 15, 2015 AGENDA ITEM NO. 24 ITEM TITLE: Commission -Housing to execute an Exclusive Negotiating -Housing Authority of the City public benefit corporation, for Lane on North Highland Avenue Dev. Mgr. DEPARTMENT: APPROVED Family Clinic, Inc., a California the Community Development proposing to develop a mixed Cow ("Purple Cow"), on North owners of the adjacent Park On May 19, 2015, staff introduced Authority. The Board directed August 27, 2015, La Maestra development costs, a staff received further direction with La Maestra for the development Authority of the City of National City Agreement by and between the of National City and La Maestra Family the development of a 1.47 acre property in National City. Housing, Grants, & Asset agement Y: p Resolution of the Community Development authorizing the Executive Director Community Development Commission Clinic, Inc., a California non-profit, located between Eta Street and Bucky PREPARED BY: Carlos Aguirre, Community PHONE: 619-336-4391 EXPLANATION: On February 24, 2015, La Maestra Maestra"), presented a proposal to National City ("Housing Authority") owned site, also known as the Purple to enter into a joint venture with the block facing North Highland Avenue. Commissioners ("Board") of the Housing regarding the conceptual plan. On additional project information, estimated development team. On October 6' 2015, Exclusive Negotiation Agreement ("ENA") attached for consideration. non-profit, public benefit corporation ("La Commission -Housing Authority of the City of -use project on a vacant Housing Authority - Highland Avenue. La Maestra also proposed Villas Apartments to develop nearly an entire a conceptual plan to the Board of staff to return with additional information submitted an updated proposal that included conceptual site plan, and resumes of the from the Board to pursue entering into an of the Purple Cow site. The ENA FINANCIAL STATEMENT: APPROVED: Housing Authority when the APPROVED: Housing Authority costs and pay agreements necessary for (117e_ Finance G La Maestra will pay $25,000 to the ENA is executed to partially pay for ground lease or other mutually acceptable ACCOUNT NO. MIS an additional $25,000 upon execution of a construction at the Property. ENVIRONMENTAL REVIEW: as defined by the California FINAL ADOPTION: Environmental Quality Act (CEQA), and is The action is not considered a project therefore not subject to CEQA review. ORDINANCE: INTRODUCTION: STAFF RECOMMENDATION: Adopt the resolution. BOARD / COMMISSION RECOMMENDATION: N/A \TTACHMENTS: Agreement F.- `,<)\.L.\ •‘_: d 0 . VS - 3?; Attachment No. 1: Exclusive Negotiating Attachment No. 1 EXCLUSIVE NEGOTIATING AGREEMENT (La Maestra-Purple Cow -North Highland) This Exclusive Negotiating Agreement ("Agreement") is dated as of the I- day of 1D, ec &n . 2015, by and between the Community Development Commission -Housing Authority of the City of National City ("CDC -HA") and La Maestra Family Clinic, Inc., a California nonprofit, public benefit corporation ("Developer"). RECITALS A. The CDC -HA owns that certain approximately 1.3 acre parcel of real property located on North Highland Avenue between Eta Street and Bucky Lane in the City of National City, County of San Diego, California, which is sometimes referred to as the "Purple Cow" and is more particularly described on the Site Legal Description attached hereto as Exhibit A hereto ("Property"). B. Developer desires to develop the Property generally as set forth in that certain letter (and enclosures) dated as of August 26, 2015, from Zara Marselian, President and CEO of Developer, to Leslie Deese, City Manager of the City of National City, a copy of which is attached hereto to as Exhibit B ("Developer Proposal"). The CDC -HA and Developer desire to negotiate any and all agreements reasonably necessary for the CDC -HA to ground lease the Property to the Developer and as generally set forth in the Developer Proposal ("Project"). C. The purpose of this Agreement is to establish a period during which Developer shall have the right to exclusively negotiate with the CDC -HA the terms of the Project with respect to the Property. NOW, THEREFORE, Developer and the CDC -HA, hereby agree as follows: 1. Negotiating Period. The CDC -HA agrees to exclusively negotiate with Developer and Developer agrees to exclusively negotiate with the CDC -HA regarding the terms of any and all agreements reasonably necessary respect to the Project for a one (1) year period from the date first set forth above ("Negotiating Period"). The CDC -HA and Developer shall negotiate diligently and in good faith to carry out the obligations of this Agreement during the Negotiating Period. 2. Site Control. The Property is currently owned by the CDC -HA. 3. Costs and Expenses. Upon the execution and delivery of this Agreement, the Developer shall pay the CDC -HA $25,000.00, to partially pay the CDC-HA's anticipated costs with respect to the Project. In addition, if both the CDC -HA and Developer are satisfied with the proposed Project, and enter into a ground lease or other mutually acceptable agreements necessary for the construction at the Property, then the Developer shall pay the CDC -HA $25,000.00, to partially pay the CDC-HA's costs with respect to the Project. Except as otherwise set forth herein, each party shall be responsible for its own costs and expenses in connection with any activities and 1 Attachment No. 1 negotiations undertaken in connection with the performance of its obligations under this Agreement. 4. Developer Submissions. Developer agrees that within 90 days, Developer shall submit to the CDC -HA for review, a proposal for development of the Property and the Project, with supporting documents. In addition, Developer will provide the CDC -HA with the following documents, reports and information prior to the expiration of this Agreement: (a) Basic floor area ratios or a potential unit mix by number of bedrooms, proposed income targeting, proposed construction work with preliminary cost estimates, and site amenities, with a schedule for implementation. (b) A proposed schedule for development of the Project. (c) A financial pro forma which contains- (i) a projected development budget for the Project, (ii) a projected sources and uses analysis, (iii) a 15-year cash flow analysis, (iv) a proposed rent schedule and utility allowance schedule, and (v) a projected operating budget for the Project. (d) Preliminary evidence of conventional construction and permanent financing options. (e) The name and qualifications of the architect which Developer proposes to use, if any. The CDC -HA will approve or disapprove the proposed architect in its sole and absolute discretion. (f) The name and qualifications of the management agent that Developer proposes to use. The CDC -HA will approve or disapprove the proposed management agent in its sole and absolute discretion. 5. Approval and Negotiation of Agreements. If both the CDC -HA and Developer are satisfied with the proposed Project, the CDC -HA and Developer shall seek in good faith to negotiate and draft any and all mutually acceptable agreements reasonably necessary for the Project. However, by entering into this Agreement, the Parties are not contractually bound to enter into any further agreements. 6. Termination/Expiration of Agreement. Except as provided in Section 10, below, or if this Agreement is extended or amended by mutual written agreement of the parties, if at the end of the Negotiating Period, the CDC -HA and Developer have not agreed upon a mutually acceptable agreements reasonably necessary for the development of the Project, then this Agreement shell terminate. 7. Cooperation. The CDC -HA agrees to cooperate with Developer in supplying financial institutions with appropriate information, if available and not otherwise privileged, to facilitate the Developer's financing for the Project. The CDC -HA shall also cooperate with Developer's professional consultants and associates in providing them with any information and assistance 2 Attachment No. 1 reasonably within the capacity of the CDC -HA to provide in connection with the proposed Project. 8. Nondiscrimination. Developer shall not discriminate against nor segregate, any person, or group or persons on account of sex, race, color, marital status, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Project, nor shall Developer establish or permit any such practice or practices of discrimination or segregation in the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Project. 9. Environmental Requirements. Certain state and local environmental requirements (including, but without limitation, the California Environmental Quality Act of 1970, Public Resources Code Section 21000, et seq.) may be applicable to the proposed Project. Pursuant to such requirements, certain environmental documents may be required to be prepared and certified for the proposed Project. 10. Inspection of the Property. Developer and its agents, representatives, consultants and contractors may enter upon the Property, upon not less than forty-eight (48) hours advance notice to the CDC -HA, solely for the purpose of conducting visual, non-invasive inspections of the Property. Developer and each of its agents, representatives, consultants and contractors entering the Property shall maintain commercial general liability insurance covering such entry, in the amounts of Two Million Dollars ($2,000,000.00) combined single limit for each occurrence or Four Million Dollars ($4,000,000.00) general aggregate for bodily injury, personal injury and property damage including contractual liability. Prior to entering upon the Property, the Developer and any of its agents, representatives, consultants and contractors entering upon the Property shall provide, additional insured endorsements naming the CDC -HA and the City of National City as additional insureds. The Developer shall indemnify and defend the CDC -HA, the City of National City and their agents and employees and the Property from and against, and shall hold the CDC -HA, the City of National City and their agents and employees and the Property harmless from, any actions, losses, costs, damages, claims and/or liabilities, including but not limited to, mechanics' and materialmen's liens and attorney fees, proximately caused by the actions of Developer and/or its agents, representatives, consultants and contractors upon the Property. The Developer shall repair any damage caused to the Property by the Developer or its agents, representatives, consultants and contractors. The Developer shall not permit any mechanic's, materialman's, contractor's, subcontractor's or other lien arising from any work done by the Developer or its agents, representatives, consultants and contractors pursuant to this Agreement to stand against the Property. If any such lien shall be filed against the Property, the Developer shall cause the same to be discharged or bonded within ten (10) days after actual notice of such filing, by payment, deposit, bond or otherwise. The Developer's obligations under this Section 10 shall survive the termination or expiration of this Agreement. 11. Address for Notices. Any notices pursuant to this Agreement shall be sent to the following addresses: To CDC -HA: Community Development Commission - Housing Authority of the City of National City 3 Attachment No. 1 Copy to: 1243 National City Blvd. National City, California 91950 Attn: Executive Director Christensen & Spath LLP 550 West C Street, Suite 1660 San Diego, CA 92101 Attn. Walter F. Spath, Esq. To Developer: La Maestra Family Clinic, Inc. 060 tom%(rno)Y+ Nerve Sa 4.410 Cis a210S 12. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. 13. Amendment of Agreement. No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a written agreement executed by the CDC -HA and Developer. 14. Future Agreements to Supersede this Agreement. This Agreement will be superseded, if and when the Developer and CDC -HA approve and execute all mutually acceptable agreements reasonably necessary for the development of the Project. 15. Assignment Prohibited. In no event shall Developer assign or transfer any portion of Developer's rights or obligations under this Agreement without the prior express written consent of the CDC -HA, which consent maybe withheld in the CDC-HA's sole and absolute discretion. 16. Time of Essence. Time is of the essence of every portion of this Agreement in which time is a material part. 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 CDC -HA 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. CDC -HA: Community Development Commission -Housing Authority of the City of National City 4 Attachment No. 1 By: Leslie Deese, Executive Director APPROVED AS TO FORM: Christensen & Spath LLP By: Walter F. Spath III Special Counsel to the CDC -I -IA [SIGNATURES CONTINUED ON FOLLOWING PAGE] 5 Attachment No. 1 DEVELOPER: La Maestra Family Clinic, Inc., a California nonprofit, public benefit corporation By: Print Its: n,Pres�d /.).144PC— <'`(//Le -- avid CEO 6 Attachment No. 1 EXHIBIT A PROPERTY LEGAL DESCRIPTION Real property in the City of National City, County of San Diego, State of California, described as follows: PARCEL 1: (APN: PORTION 551-470-43) THAT PORTION OF LOT 69 OF THE EX -MISSION LANDS OF SAN DIEGO (COMMONLY KNOWN AS HORTON'S PURCHASE), IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 283, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH 9, 1878, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE EASTERLY LINE OF THE PUEBLO OF SAN DIEGO THAT IS 59.50 RODS SOUTH AND 73.80 RODS WEST OF THE NORTHEAST CORNER OF SAID LOT 69; THENCE NORTH 89°40'00" EAST 379.60 FEET TO THE SOUTHEAST CORNER OF LAND DESCRIBED IN DEED FROM CHARLES O. POWERS TO E.F. MCCORMICK RECORDED MAY 2, 1922 IN BOOK 876, PAGE 465 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY; THENCE ALONG THE EAST LINE OF MCCORMICK LAND, NORTH 15°33'00" WEST, 289.00 FEET TO THE MOST NORTHERLY CORNER THEREOF; THENCE ALONG THE NORTH LINE OF SAID LAND, SOUTH 73°27'00" WEST, 76.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE AT RIGHT ANGLES, NORTH 16°33'00" WEST, 48.00 FEET; THENCE SOUTH 73°27'00" WEST, PARALLEL WITH THE NORTH LINE OF SAID MCCORMICK LAND, 295.00 FEET, MORE OR LESS, TO THE EAST LINE OF PUEBLO LANDS OF SAN DIEGO; THENCE ALONG SAID PUEBLO LANDS LINE SOUTH 16°57'00" EAST, 48.00 FEET, TO THE NORTH LINE OF SAID MCCORMICK LAND; THENCE ALONG SAID NORTH LINE NORTH 73°27'00" EAST, 295.00 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 2: (APN: PORTION 551-470-43) THE NORTHWESTERLY 12 FEET OF THE SOUTHWESTERLY 295 FEET OF ALL THAT PORTION OF LOT 69 OF A PORTION OF THE EX -MISSION LANDS OF SAN DIEGO (COMMONLY KNOWN AS HORTON'S PURCHASE), IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 283, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH 9, 1878, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WESTERLY LINE OF SAID LOT 69, SOUTH 981.75 FEET AND WEST 1,217.70 FEET FROM THE NORTHEAST CORNER OF SAID LOT; THENCE NORTH 89°40'00" EAST, 379.60 FEET; THENCE NORTH 15°33'00" WEST, 289.00 FEET; THENCE SOUTH 73°27'00" WEST, 371.00 FEET TO A POINT IN SAID 7 Attachment No. 1 WESTERLY LINE; THENCE SOUTH 16°57'OO" EAST, ALONG SAID WESTERLY LINE, 182.20 FEET TO THE POINT OF BEGINNING. PARCEL 3: (APN: 551-470-15, 551-470-17, 551-470-18, 551-470-19 AND 551-470-48) THAT PORTION OF LOT 69 OF A PORTION OF THE EX -MISSION LANDS OF SAN DIEGO (COMMONLY KNOWN AS HORTON'S PURCHASE), IN THE CITY OF NATIONAL CITY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 283, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH 9, 1878, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE EASTERLY LINE OF THE PUEBLO OF SAN DIEGO TIAT IS 59.50 RODS SOUTH AND 73.80 RODS WEST OF THE NORTHEAST CORNER OF SAID LOT 69; THENCE NORTH 89°40' EAST 379.60 FEET TO THE SOUTHEAST CORNER OF LAND DESCRIBED IN DEED FROM CHARLES O. POWERS TO E.F. MCCORMICK RECORDED MAY 2, 1922 IN BOOK 876, PAGE 465 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY; THENCE ALONG THE EAST LINE OF SAID MCCORMICK LAND, NORTH 15°33' WEST, 289.0 FEET TO THE MOST NORTHERLY CORNER THEREOF; THENCE ALONG THE NORTH LINE OF SAID LAND, SOUTH 73°27' WEST, 76.00 FEET; THENCE AT RIGHT ANGLES, NORTH 16°33' WEST 48.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING NORTH 16°33' WEST TO THE NORTH LINE OF LAND DESCRIBED IN DEED FROM JAMES W, POWERS ET UX TO CHARLES O. POWERS RECORDED NOVEMBER 5, 1921 IN BOOK 855, PAGE 428 OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY; THENCE WEST ALONG THE NORTH LINE OF LAND SO DESCRIBED IN SAID DEED TO THE NORTHWEST CORNER THEREOF, BEING A POINT IN THE EAST LINE OF THE PUEBLO OF SAN DIEGO; THENCE ALONG SAID PUEBLO LINE SOUTH 16°57' EAST TO INTERSECTION WITH A LINE BEARING SOUTH 73°27. WEST FROM THE TRUE POINT OF BEGINNING; THENCE NORTH 73°27' EAST 295.00 FEET TO THE TRUE POINT OF BEGINNING. 8 Attachment No. 1 EXHIBIT A Letter (and enclosures) from Zara Marselian, President and CEO of Developer to Leslie Deese, City Manager of the City of National City, dated as of August 26, 2015 9 LA MAESTRA COMMUNITY HEALTH CENTERS City Heights El Cajon National City Lemon Grove LESLIE DEESE City Manager City of National City 140 E. 12th Street National City, CA 91950 Subject: LMCHC Proposal to Develop Purple Cow Site Dear Ms. Deese: Attachment No. 1 August 26, 2015 2015 AUG 27 pM 1: 26 La Maestra Community Health Centers is pleased to present our proposal to partner with the City of National City to develop a mixed -use project on the vacant City -owned site north of Eta Street on Highland Avenue (commonly referred to as the Purple Cow site). The members of the Board of Directors and management staff at La Maestra are committed to working with the City to clean up and develop the long vacant Purple Cow site. That property sits at the gateway into National City from the north. Development of the site and the adjacent property with medical, commercial and affordable multi -family housing will revitalize those properties and serve as a stimulus to revitalization of surrounding properties in National City and San Diego. This location is special to our organization, as we have operated a Community Health Center near that site and want to continue to serve the residents of National City. However, we need more space and more parking, and there are no viable alternative locations in the vicinity. Development of a new Health Center on the Purple Cow site will allow us to expand our services and do an even better job for our clients and your residents. We appreciate the support for the project voiced by the Mayor and Council Members, and by staff. As the development process and acquisition of subsidies for affordable housing take a significant amount of time, it is essential to move forward on development of the site as soon as possible. La Maestra is fully committed to moving forward right now. In this regard, La Maestra is already expending funds, for a prize winning architectural firm, and for the initial members of our development consultant team. We have begun discussions with a lender for predevelopment funds that will allow us to bring on the full team of design, engineering, legal, financial and construction consultants. The proposal information summary is as follows: Project Concept ✓ Medical offices plus community serving uses. ✓ La Maestra Community Health Centers to occupy the medical offices. ✓ 63 affordable residential units. ✓ Residential units to be a mix of one, two and three bedrooms. ✓ Underground parking, substantially more than required. Building Concept ✓ Medical clinic buildings will be three -stories with the majority of the space dedicated for patient care, plus space for administrative, classroom, meeting and other support uses. ✓ 18,800 square feet for medical clinic and related community serving uses. ✓ 64,316 square feet for the residential units and related facilities. ✓ All buildings will be three -stories over an underground parking garage. ✓ Proposed space and uses comply with all applicable development regulations; no deviations requested. 4060 Fairmount Avenue, San Diego, CA 92105 • Tel: (619) 584-1612 • Fax: (619) 281-6738 wwwiamaestraorg • facebookcom/LaMaestraCHC ��.G�RfiFt�pfA� -21: LA MAESTRA COMMUNITY HEALTH CENTERS City Heights Fd Cajon National City Lemon Grove Financials ✓ Total project development costs = $27,310,5000 (rounded). Ground Lease ✓ Long-term ground lease. ✓ Lease not effective until the project is fully entitled and construction and permanent financing is secured. In addition, we have been working closely with the partners of the adjacent Park Villas property, and have come to an agreement to enter into a joint venture development of that property for the purpose of providing a new child daycare center, and a 3-story building that will house the Park Villas property management offices, community serving uses including retail space, plus a potential site for a Fire Department emergency response substation. This joint venture will ensure that improvements to both properties are consistent in terms of height, bulk, architectural style and colors, and will include joint development and use of park recreation facilities. This will also allow a mixing of uses between properties, and potential combining of property management and security services. Finally, we want to make special note of the fact that La Maestra has agreed to include a $50,000 fee in the project budget to cover the cost of City staff and City consultants' oversight of this large development. We anticipate paying the first half of this fee upon approval of the Exclusive Negotiating Agreement, and the remainder at the start of construction. We look forward to working with the City of National City on this exciting project. If you have any questions, please contact me at (619) 584-1612. Sincerely, Marselian, MA, "FACHE President & Chief Executive Officer Enclosure cc: Mayor and Council; B. Raulston; A. Ybarra; C. Silva 4060 Fairmount Avenue, San Diego, CA 92105 • Tel: (619) 584-1612 • Fax (619) 281-6738 wwwlan►aestraorg • faceboo CHC Attachment No. 1 La Maestra Residential, Medical & Commercial Mixed -Use Development Proposal Property location: Popularly known as: Property Owner: Site Area: General Plan Designation: Zone Classification: Highland Avenue Between Delta and Eta Streets The Purple Cow Site --former location of the Purple Cow Dairy National City Community Development Commission 1.47 acres, 64,033 square feet Minor Mixed Use MXC-1, Minor Mixed Use Corridor Project Concept La Maestra Family Clinic Inc. proposes to build a residential, medical and office mixed -use development on the National City -owned Purple Cow site located on Highland Avenue. The development will be the new location for the La Maestra Community Health Center —National City, a 16,200 square foot facility that will serve the South Region of San Diego County. The existing La Maestra Community Health Center in National City is a smaller facility located at 217 Highland Avenue. A strong focus of La Maestra's work has been service to diverse, low- income populations including veterans and their families, as well as refugees, immigrants and other underserved special populations. The new clinic will continue and expand that effort. Many of La Maestra's clients, veterans and others, have been impacted by the severe shortage of affordable housing in the region. Affordable housing will be the predominant use in this development. There will be 63 apartments for individuals and families with incomes from 30% to 60% of the Area Median Income, with a priority on veterans and their families along with other underserved special populations. Development of the Purple Cow site will be coordinated with development on the adjacent vacant property to the south, owned by Park Villas Apartments. That property will be developed through a separate Joint Venture between La Maestra and Park Villas Apartments, with La Maestra as the Managing General Partner. Space will be developed on that site for Park Villas' property management office, a new location for their child daycare center, and other community serving uses that could include an emergency response unit of the Fire Department. Site Development Concept Commercial Development along Highland Avenue The full development on both sites will be comprised of three 3-story buildings along Highland Avenue, plus a 1-story daycare building on Eta Street. The three buildings will have a total of 30,200 square feet of space (18,800 square feet in the two commercial buildings on the Purple Cow site). The Community Health Center will occupy the entire northernmost building on Highland Avenue, with additional medical and non -medical services provided by La Maestra in the middle building, approximately 16,200 square feet of space. In addition to medical space, the middle building will include 2,600 square feet of community serving office space. Each of La Maestra's health center sites offers a comprehensive range of culturally and Linguistically -appropriate services including preventive care, treatment, chronic disease management and essential support services to the diverse, low income, uninsured and underinsured patients who have chosen La Maestra as their health home. EXHIBIT "A" PURPLE COW ENA Attachment No. 1 An array of healthcare services will be provided in the new health center, including: outpatient primary care for all ages, OB/Gyn, immunizations, laboratory, pharmacy, dental, vision, mental/behavioral health services (including for PTSD and substance abuse), digital radiology, chronic disease management and care coordination. Health education, eligibility assistance in applying for Medi-Cal, CalFresh, and other programs, access to nutritious food, physical rehabilitation services and a fitness center will also help patients to improve their health. Each of La Maestra's health centers, including this new site, also offer interpretation, transportation, legal and social advocacy services along with job training and placement, computer classes, financial literacy and small business development services. The third and southernmost building will house the Park Villas Apartments property management office, and a variety of community -serving office and retail uses. The Park Villas daycare center will move out of apartment space and into a new 4,000 square foot building, freeing up more affordable apartments to rent. Residential Development On the east side of the Community Health Center buildings will be the residential structures, 3-story apartment buildings built over a single level of underground parking. The residential component will include 63 apartments in a mix of 1, 2, and 3-bedroom units affordable to individuals and families with incomes from 30% to 60% of the Area Median Income. The development will have 18 one -bedroom units, 21 two -bedroom units, and 24 three -bedroom units. The 63 apartments and related facilities, including the management office, maintenance room, community room including kitchen facilities, computer center, library, and services offices, will total approximately 64,316 square feet, for a total development of 83,116 square feet. The maximum residential density allowed in the MXC-1 zone is 48 units per acre. With the affordable housing density bonus, 95 units are allowed on the 1.47-acre Purple Cow site. The focus of this development is creating a positive living environment rather than maximizing density. Parking All parking for tenants, staff and visitors on the Purple Cow site will be in the single level of underground parking. Tenants, staff and visitors on the Park Villas property will use a surface parking lot. Project Subsidies As with all affordable housing developments, this project will require a mix of tax credits, grants, loans, and local contributions to finance the development. The primary source of subsidies will be Federal Low Income Housing Tax Credits, allocated through the State. Grants are available for construction of affordable housing through the State of California's Prop 41 Veterans Housing Funds. A significant local government contribution is required for a competitive Low Income Housing Tax Credit application. This can be accomplished by a City contribution of the Purple Cow property to this project through a long-term lease, with payment to the City from residual receipts. in this way, the City keeps ownership of the land, and receives full payment over time. A portion of the land value can also be counted toward a New Markets Tax Credit project equity contribution for the commercial portion of the development. 2 EXHIBIT "A" PURPLE COW ENA Attachment No. 1 Preliminary Site Development Plan See included site plan maps. Financial Summary: Residential Costs Sources: Bank Lender Equity-City's Ground Lease Value* Tax Credit Equity Prop 41 Veterans Housing Funds Fed Home Loan Bank Afford Hsg Prog CEC Rebate on Photo Voltaic System Financial Summary: Medical & Office Costs (Purple Cow Site Only) Sources: Bank Leverage Lender New Markets Tax Credits Loan/Equity Equity-City's Ground Lease Value* Owner's Cash Contribution Grant Funds - Medical Facilities Total Development Cost, Purple Cow site: $20,049,135 $ 2,520,702 $ 2,003,328 $12,065,105 $ 2,560,000 $ 600,000 $ 300,000 $ 7,261,334 $ 4,109,932 $ 1,703,402 $ 573,000 $ 250,000 $ 625,000 $27,310,469 Projected Development Cost, Park Villas site: $ 7,032,222 Notes: * La Maestra proposes a Tong -term residual receipts ground lease, with the City of National City contributing the land to the project for the 55-year restricted housing affordability period, while retaining long-term ownership. Current estimated value of the land is $40.00 per square foot. Development Team La Maestra's main location is a three-story, 36,440 square foot, Gold Level LEED-certified Community Health Center located in City Heights in Central San Diego. La Maestra was the owner -builder of that facility. In addition, La Maestra has experience leasing and outfitting medical clinic space, as it currently operates three satellite community medical centers, five dental clinics, and four school -based clinics. To assist with the development of the new medical space, the additional commercial space, and the affordable housing component, La Maestra brought in a core team of experienced housing and commercial development specialists, two of whom were involved in the development of its main medical center on Fairmount Avenue in City Heights, the development of the adjacent senior apartment project, and the mixed -use commercial and family apartment building. The core team members and a summary of experience follows: Charles Davis, Urban West Development Mr. Davis is the principal of Urban West Development, which was founded in 1996 specializing in supporting owners, investors and non -profits with the development of real estate. Charles has been in involved in over 800 million dollars in development and construction. His experience 3 EXHIBIT "A" PURPLE COW ENA Attachment No. 1 includes the management of rousing, retail, industrial, environmental and commercial projects from acquisition, planning, development, construction and operations. He has over 35 years of experience in community and real estate development which includes feasibility analysis, project budgeting, site selection and acquisition, project consultant/contractor selection and coordination, project monitoring and cost controls, scheduling, change orders management, submittal and pay application systems administrations and project financing. His expertise also includes government agency negotiations, regulatory compliance and enforcement and the development, construction and asset management of affordable housing, multi -family housing, senior housing, single family tracts, condominiums and commercial/retail centers. He has served as Director of Project Development for Jacobs Center for Neighborhood Innovation, Development Consultant to Price Charities in City Heights, Community Development Officer of the Gaslamp Quarter Association in San Diego, Director of Development at Landgrant Development, and partner in the firms of Thompson and Associates and Robinson Development. Charles attended the University of California at Los Angeles School of Engineering and has a Business degree from the University of Redlands. He also studied and completed the Community Economic Development Program at San Diego State University. He is a Licensed California General Building Contractor and is a Member of the Construction Management Association of America. Richard Juarez, Urban West Development Consultants Richard Juarez has been involved in inner-city community development in various capacities for over 35 years. His real estate development services included site assessment, concept and financial feasibility analysis, project budgeting and scheduling, entitlement permit processing, site planning and building design concepts, and presentations to area planning committees, Redevelopment PACs, Planning Commission, and City Council. His client list includes Price Charities, Jacobs Center for Neighborhood Innovation, Urban League, Community Housing Works, City Heights CDC, and Southeastern Economic Development Corporation. He assisted Price Charities with master planning of a full block development at 39th and University Avenue that included a four-story office and retail building housing a one -stop job training center and child care center, a four-story 120-unit low-income apartment development for seniors and families, and a joint -use parking garage built on the adjacent parcel. A second multi -project development, located between 43rd Street and Fairmount at University Avenue, included 88 market rate family apartments over ground floor retail, 150 apartments for low- income seniors, and a three-story La Maestra Community Health Center. As Vice President for Housing and Economic Development at MAAC Project, Juarez coordinated the development and construction of 400 award winning low-income apartments: Mercado Apartments in Barrio Logan, Laurel Tree Apartments in Carlsbad, and San Martin de Porres in Spring Valley. He managed the acquisition and rehabilitation of the 300-unit President John Adams Manor apartments in San Diego, utilizing tax credits and bond financing. Mr. Juarez earned a Master of City and Regional Planning degree from The Catholic University of America, School of Architecture and Planning, in Washington D.C, and a Bachelor of Arts degree in Economics from San Diego State University. 4 EXHIBIT "A" PURPLE COW ENA Attachment No. 1 Robert P. Ito, Ito Girard and Associates Mr. Ito has over 40 years in nonprofit leadership experience in San Diego County. His skill sets include: advocacy, fundraising, strategic planning and building relationships. He is the former Chair of the San Diego Workforce Advancement Committee, and served on the Workforce Investment Board. Mr. Ito is the former CEO of Occupational Training Services and the San Diego Community Housing Corporation, both non-profit public benefit corporations dedicated to job training and affordable housing. Robert is a native San Diegan with a wealth of connections to community organizations and civic leaders. Career Highlights: 30,000 jobs for low income San Diegans Administered $30 million in Federal, State, and Local funds Developed 1,100 affordable rental units providing housing for 3,500 people Developed and sold 100 homes to low and moderate income first time homebuyers WORK EXPERIENCE 2004 - Present CEO, Ito Girard & Associates, an urban infill real estate development and a capacity building consultant/advisor to nonprofits 2012 - Present Chief Development Officer, Aqual Corp, minority owned general contractor firm 1990 - 2004 CEO, Occupational Training Services 1994 - 2004 CEO, San Diego Community Housing Corporation 1982 -1988 President, Occupational Training Services 1976 -1982 Deputy Program Administrator, San Diego Workforce Partnership 1974 -1975 Executive Director, Occupational Training Services EDUCATION • BA, Sociology, United States International University • MA, Social Work, San Diego State University • Turner School of Construction Management — Certificate • Strategic Growth Planning for Entrepreneurs — Certificate 5 EXHIBIT "A" PURPLE COW ENA Attachment No. 1 s 9a Y • ■ R'"i N co a (1 ,4 oil II.-.il II.)y�/ li 6 \O„Ir .\\ , ,.,,1 ag • Y 1 CO z z z O EXHIBIT "A" PURPLE COW ENA Attachment No. 1 swap • :a mum SUM. ma er ::"fl 11111u.a7a a • a t'.;"�W �°:, .a,a,m • a .° s:� «.11, :.: �,.�"n ,.4.•a :, 1111,1 m;�`m': Y• Axiom smoz. EXHIBIT "A" PURPLE COW ENA RESOLUTION NO. 2015 — RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN EXCLUSIVE NEGOTIATING AGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY AND LA MAESTRA FAMILY CLINIC, INC., A CALIFORNIA NON-PROFIT, PUBLIC BENEFIT CORPORATION, FOR THE DEVELOPMENT OF A 1.47 ACRE PROPERTY LOCATED BETWEEN ETA STREET AND BUCKY LANE ON NORTH HIGHLAND AVENUE IN NATIONAL CITY WHEREAS, the Community Development Commission -Housing Authority of the City of National City ("CDC -HA") owns a 1.47 acre parcel of real property ("Property") located on North Highland Avenue between Eta Street and Bucky Lane in the City of National City, County of San Diego, California, which is sometimes referred to as the "Purple Cow;" and WHEREAS, La Maestra Family Clinic, Inc. ("Developer") desires to develop on the Property a mixed -used project that includes approximately 63 units of affordable rental housing and medical offices for La Maestra Health Centers; and WHEREAS, the CDC -HA and Developer desire to exclusively negotiate any and all agreements reasonably necessary for the CDC -HA to ground lease the Property to the Developer; and WHEREAS, Developer will pay $25,000 to the Housing Authority when the ENA is executed to partially pay for Housing Authority costs and pay an additional $25,000 upon execution of a ground lease or other mutually acceptable agreements necessary for construction at the Property. NOW, THEREFORE, BE IT RESOLVED that the Community Development Commission -Housing Authority of the City of National City hereby authorizes the Executive Director to execute an Exclusive Negotiating Agreement by and between the Community Development Commission -Housing Authority of the City of National City and La Maestra Family Clinic, Inc., a California non-profit, public benefit corporation, for the development of a 1.47 acre property located between Eta Street and Bucky Lane on North Highland Avenue in National City. The Exclusive Negotiating Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 15th day of December, 2015. Ron Morrison, Chairman ATTEST: APPROVED AS TO FORM: Leslie Deese, Secretary Claudia Gacitua Silva CDC General Counsel • CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk LA MAESTRA FAMILY CLINIC Purple Cow 1 Fully Executed Original Copy of the Exclusive Negotiating Agreement Picked Up by Dan Hernandez on 01-06-16