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HomeMy WebLinkAbout2017 CON Paradise Creek II Housing Partners - Site Infrastructure Agreement - Amendment #1FIRST AMENDMENT TO SITE INFRASTRUCTURE AGREEMENT (Paradise Creek -Phase II Park Including Environmental) THIS FIRST AMENDMENT TO SITE INFRASTRUCTURE AGREEMENT (this "Amendment"), is entered into by and between the CITY OF NATIONAL CITY ("City"), and PARADISE CREEK II HOUSING PARTNERS, L.P., a California limited partnership ("Developer"), and is made effective as of March 2 I54, 2017. RECITALS: A. City and Developer are parties to that certain Site Infrastructure Agreement dated as of December 20, 2016 (the "Agreement"); and B. Concurrently herewith Paradise Creek Housing Partners, L.P., a California limited partnership ("Phase I Developer") is assuming the obligation to pay the City $500,000.00, which would otherwise be payable by the Developer to the City under the Agreement. However, the City is not releasing the Developer from any obligations under the Agreement; and C. City and Developer desire to amend and modify the Agreement as set forth below. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Recitals; Capitalized Terms. The foregoing Recitals and introductory paragraphs are incorporated herein as if fully here set forth. All capitalized terms used herein but otherwise undefined shall have the meanings ascribed to such terms in the Agreement. 2. Omnibus Amendment. The amount of $4.8 million referenced in Recital F, Section 2(b) and Section 3 of the Agreement shall be decreased to $4.3 million at such time as the Phase I Developer pays the City the $500,000.00, which would otherwise be payable by the Developer to the City under the Agreement. 3. Ratification. Except as specifically set forth in this Amendment, all terms and provisions of the Agreement shall be and remain unmodified, including, without limitation, all dates set forth in the Agreement, and shall remain in full force and effect. The Agreement as amended by this Amendment is hereby ratified and confirmed. 4. Counterparts and Facsimile. This Amendment may be executed in multiple counterparts, each of which, when taken together shall constitute fully executed originals. Signature and transmission by facsimile transmission shall be deemed as effective as original signatures on the original documents. {Amendment continues on the following page} IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first above written. CITY: CITY OF ATIdNAL CITY By: on Morrison, Mayor Approved as to Form: By: r) .1 George Eiser, Acting City Attorney DEVELOPER: PARADISE CREEK II HOUSING PARTNERS, L.P., a California limited partnership By: Related/Paradise Creek II Development Co., LLC, a California limited liability company, Its Administrative General Partner By: V Adk,s-1- Frank Cardone, President By: CHW Paradise Creek II Development Co., LLC, a California limited liability company, Its Managing General Partner By: Community Housing Works, a California nonprofit public . enefit corporation It Managing - By:c Anne B. Wilson, Senior Vice President -2- First Amendment — Paradise Creek II PARTIAL ASSUMPTION OF PHASE II OBLIGATIONS UNDER SITE INFRASTRUCTURE AGREEMENT THIS PARTIAL ASSUMPTION OF PHASE II OBLIGATIONS UNDER SITE INFRASTRUCTURE AGREEMENT ("Agreement") is dated as of the 2 4-day of March, 2017, and is entered into by and between the City of National City ("City"), and Paradise Creek Housing Partners, L.P., a California limited partnership ("Developer"). RECITALS A. Developer and the Community Development Commission of the City of National City ("CDC") acting in its capacity as the National City Redevelopment Agency ("CDC -RDA"), entered into that certain Disposition and Development Agreement [Transit Oriented Infill Affordable Housing and Paradise Creek Enhancement Project] ("Project") dated June 21, 2011 ("DDA"). B. Paradise Creek II Housing Partners, L.P., a California limited partnership (the "Phase II Developer") and the City have entered into that certain Site Infrastructure Agreement dated December 20, 2016 (the "Phase II SIA") whereby the Phase II Developer agreed to assume all obligations of the Developer under the DDA with respect to the Phase II Project, as defined in the DDA. C. The Phase II Developer is obligated to improve the Paradise Creek Parcel, as defined in and pursuant to the DDA, and has or will subcontract with the City for the improvement of the Paradise Creek Parcel. Pursuant to the Phase II SIA, the Phase II Developer agreed to pay City $4.8 million to improve the Paradise Creek Parcel in full and complete satisfaction of the Phase II Developer's obligation to improve the Paradise Creek Parcel under the DDA. D. Discussions between the City, the Developer and the Phase II Developer subsequent to the execution of the Phase II SIA have resulted in an agreement by the Developer to assume responsibility for a portion of the payment required to be made to the City by the Phase II Developer pursuant to the Phase II SIA. The City and the Phase II Developer have amended or will amend the Phase II SIA to reflect the assumption of a payment of $500,000.00 to the City by the Developer, a portion of the $4,800,000.00 required to be made by the Phase II Developer under the Phase II SIA. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Developer hereby agree as follows: 1. Developer's Payment for Site Infrastructure. (a) Park Improvements. The Phase II Developer is subcontracting with the City to perform the work needed to fulfill the Phase II Developer's obligation to improve (i) the open space located on the Paradise Creek Parcel (as defined in the DDA) and (ii) the obligation to improve and expand the Paradise Creek Education Parcel (as defined in the DDA) and the associated recreational area, as set forth in Recitals B and D.4., to the DDA, Exhibit F (Scope of Development) to the DDA and elsewhere in the DDA. (b) Maximum Amount. In consideration of the mutual covenants set forth in this Agreement, the Developer shall pay the City Five Hundred Thousand and No/100 Dollars ($500,000.00) which, when taken with the amount payable to the City by the Phase II Developer pursuant to the Phase II SIA, will constitute full and complete satisfaction of all obligations under the DDA with respect to the improvement of the Paradise Creek Parcel, on the terms and conditions set forth herein. 1 (c) Payment Amount and Timing. Within ten (10) business days of receiving a demand from the City, the Developer shall pay the City the specified amount for the improvement of the Paradise Creek Parcel as specified in Paragraph 2(a) herein, up to the maximum amount set forth in Paragraph 2(b) herein. 3. General Provisions. (a) Governing Law. This Agreement shall be interpreted and construed in accordance with California law, without regard to any choice of law principles. (b) Indemnity. City shall indemnify, defend and hold Developer harmless from and against any and all loss, damage, cost, expense (including attorney's fees), injury (including death) and claims therefor arising out of City's (and its contractors and subcontractors') performance under the Phase II SIA, excepting to the extent the same results from the gross negligence or willful misconduct of Developer. (c) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (d) Captions. The captions in this Agreement are inserted for convenience of reference and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions of this Agreement. (e) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors, heirs and permitted assigns. (f) Modifications: Waiver. No waiver, modification, amendment, discharge or change of this Agreement shall be valid unless it is in writing and signed by the party against which the enforcement of the modification, waiver, amendment, discharge or change is sought. (g) Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and all prior or contemporaneous agreements, understandings, representations or statements, oral or written, are superseded. (h) Partial Invalidity. Any provision of this Agreement which is unenforceable, invalid, or the inclusion of which would adversely affect the validity, legality, or enforcement of this Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain in full effect. (i) Attorneys' Fees. The parties agree that the prevailing party in litigation for the breach and/or interpretation and/or enforcement of the terms of this Agreement shall be entitled to their expert witness fees, if any, as part of their costs of suit, and attorneys' fees as may be awarded by the court, pursuant to California Code of Civil Procedure ("CCP") Section 1033.5 and any other applicable provisions of California law, including, without limitation, the provisions of CCP Section 998. All claims, disputes, causes of action or controversies shall be subject solely to the jurisdiction of the San Diego Superior Court, Downtown Branch. (j) Capacity and 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, represent and warrant 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. 2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. City: City of Nati City By: Morrison, Mayor Approved as to Form: �p By: /) George Eiser, Acting City Attorney DEVELOPER: Paradise Creek Housing Partners, L.P., a California limited partnership By: Related/Paradise Creek Development Co., LLC, a California limited liability company Its: Administrative General Partner By: Frank Cardone, Vice President By: CHW Paradise Creek Development Co., LLC, a California limited liability company Its: Managing General Partner By: Community HousingWorks, a California nonprofit public benefit corporation Its: Managing Member By: ils: , Senior Vice President 3 RESOLUTION NO. 2017 — 39 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO CONCURRENTLY EXECUTE A PARTIAL ASSUMPTION OF OBLIGATIONS UNDER SITE INFRASTRUCTURE AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND PARADISE CREEK HOUSING PARTNERS, L.P., AND A FIRST AMENDMENT TO SITE INFRASTRUCTURE AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND PARADISE CREEK II HOUSING PARTNERS, L.P., ALLOWING THE PHASE I DEVELOPER TO ASSUME PART OF THE OBLIGATION TO PAY THE CITY TO PERFORM REQUIRED REMEDIATION AND IMPROVEMENT WORK NEEDED ON THE PUBLIC PARK COMPONENT OF THE WESTSIDE TRANSIT -ORIENTED AFFORDABLE HOUSING AND PARADISE CREEK ENHANCEMENT PROJECT WHEREAS, Paradise Creek Housing Partners, L.P., a California limited partnership ("Phase I Developer"), and the Community Development Commission of the City of National City ("CDC") acting in its capacity as the National City Redevelopment Agency ("CDC - RDA"), entered into that certain Disposition and Development Agreement [Transit Oriented Infill Affordable Housing and Paradise Creek Enhancement Project] ("Project") dated June 21, 2011 ("DDA"). Paradise Creek II Housing Partners, L.P., a California limited partnership, ("Phase II Developer") has assumed all obligations of the Phase I Developer under the DDA with respect to the Phase II Project, as defined in the DDA; and WHEREAS, on February 1, 2012, all redevelopment agencies in California were dissolved and the Successor Agency to the Community Development Commission as the National City Redevelopment Agency ("Successor Agency") was established to make payments and otherwise perform the enforceable obligations of the former RDA as it moved to wind down the affairs of former RDA, and, by operation of law, the Successor Agency assumed the rights and obligations of the CDC with respect to the DDA; and WHEREAS, the Successor Agency is obligated under the DDA to pay for the costs of certain environmental remediation activities with respect to the Project as defined in the DDA. With respect to the Phase I and Phase II housing sites, the environmental remediation activities were performed by a subcontractor to the Phase I and Phase II Developer (together as "Developer"), the costs for which were invoiced to and will be paid in full by the Successor Agency; and WHEREAS, environmental remediation is yet to be performed on the Paradise Creek Park Parcel ("Park Parcel"), but funding for the work has been obtained by the Successor Agency for the fiscal year beginning July 1, 2016; and WHEREAS, the redevelopment agency dissolution law requires that all payments by the Successor Agency must first be approved by the California Department of Finance ("DOF") via the Recognized Obligation Payment Schedule ("ROPS") process. The Successor Agency included $2,000,000.00 in its ROPS for the July 1, 2016 — June 30, 2017 period ("ROPS 16-17") for environmental remediation of the Park Parcel, which item was approved by the DOF as an enforceable obligation. The ROPS 16-17 specifies that the Developer is the payee of these funds; and WHEREAS, the Developer is also obligated to improve the Park Parcel, as defined in and pursuant to the DDA. Under the Site Infrastructure Agreement ("Phase II SIA"), Resolution No. 2017 — 39 Page Two the Phase II Developer would subcontract with the City of National City ("City") for the improvement of the Park Parcel and would pay the City $4.8 Million in full and complete satisfaction of Developer's obligation to improve the Park Parcel under the DDA; and WHEREAS, discussions between the City, the Phase I Developer, and the Phase II Developer, subsequent to the execution of the Phase II SIA, have resulted in an Agreement by the Developer to assume responsibility for a portion of the payment required to be made to the City by the Phase II Developer pursuant to the Phase II SIA; and WHEREAS, the City and the Phase II Developer propose to amend the Phase II SIA to reflect the assumption of a payment of $500,000.00 to the City by the Phase I Developer, a portion of the $4,800,000.00 required to be made by the Phase II Developer under the Phase II SIA; and WHEREAS, concurrent with the proposed First Amendment to the Phase II SIA, the Phase I Developer proposes to assume the obligation to pay the City $500,000.00, which would otherwise be payable by the Phase II Developer to the City under the Phase II SIA. However, the City is not releasing the Phase II Developer from any obligations under the Phase II SIA. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to concurrently execute a Partial Assumption of Obligations Under Site Infrastructure Agreement between the City of National City and Paradise Creek Housing Partners, L.P., and a First Amendment to Site Infrastructure Agreement between the City of National City and Paradise Creek II Housing Partners, L.P., allowing the Phase I Developer to assume part of the obligation to pay the City to perform required remediation and improvement work needed on the public park component of the Westside Transit -Oriented Affordable Housing and Paradise Creek Enhancement Project. Said Partial Assumption and First Amendment to the Phase II SIA is on file in the office of the City Clerk. PASSED and ADOPTED this 21st day of March, 20 on Morrison, Mayor ATTEST: 1/ Michael R. Dalla, Cit Clerk APPROVED AS TO FORM: 1.)fr4r George H. Eiser, III Interim City Attorney Passed and adopted by the Council of the City of National City, California, on March 21, 2017 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California //,4,4 I City CI rk of the City of N tional City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-39 of the City of National City, California, passed and adopted by the Council of said City on March 21, 2017. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT ccao\S-5\ "MEETING DATE: March 21, 2017 AGENDA ITEM NO. 25 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to concurrently execute a Partial Assumption of Obligations Under Site Infrastructure Agreement between the City of National City and Paradise Creek Housing Partners, L.P., and a First Amendment to Site Infrastructure Agreement between the City of National City and Paradise Creek II Housing Partners, L.P., allowing the Phase I Developer to assume part of the obligation to pay the City to perform required remediation and improvement work needed on the public park component of the Westside Transit -Oriented Affordable Housing and Paradise Creek Enhancement Project. PREPARED4 BY: Carlos Aguirre, Housing& Economic Dev. DEPARTMENT: 9 � g PHONE: 619-336-4391i APPROVE EXPLANATION: See Attachment No. 1 Housing & Economic De lopmept Qat: 401._ FINANCIAL STATEMENT: APPROVED: ACCOUNT NO. APPROVED: Expenditure Account: 001-409-500-598-1596 WI-TOD Improvements - $4,800,000.00 Revenue Account: 001-06029-3648 WI-TOD Improvements - $4,800,000.00 ENVIRONMENTAL REVIEW: n/a ORDINANCE: INTRODUCTION: FINAL ADOPTION: Finance MIS STAFF RECOMMENDATION: Adopt the Resolution. BOARD / COMMISSION RECOMMENDATION: n/a 4TTAC H M E N TS: 1. Background Report 2. Partial Assumption of Obligations under Site Infrastructure Agreement 3. First Amendment to Site Infrastructure Agreement Attachment No. 1 Background Report Partial Assumption of Phase II Obligations under Site Infrastructure Agreement and First Amendment to the Phase II Site Infrastructure Agreement for Paradise Creek Park Paradise Creek Housing Partners, L.P., a California limited partnership ("Phase I Developer"), and the Community Development Commission of the City of National City ("CDC") acting in its capacity as the National City Redevelopment Agency ("CDC -RDA"), entered into that certain Disposition and Development Agreement [Transit Oriented Infill Affordable Housing and Paradise Creek Enhancement Project] ("Project") dated June 21, 2011 ("DDA"). Paradise Creek II Housing Partners, L.P., a California limited partnership ("Phase II Developer") has assumed all obligations of the Phase I Developer under the DDA with respect to the Phase II Project, as defined in the DDA. On December 20, 2016, the City Council approved entering into a Site Infrastructure Agreement ("Phase II SIA") under which the Phase II Developer would subcontract with the City of National City ("City") for the improvement of the Park Parcel and would pay the City $4.8 million in full and complete satisfaction of the Phase I and Phase II Developer (together as "Developer") obligation to improve the Park Parcel under the DDA. Discussions between the City, the Phase I Developer, and the Phase II Developer subsequent to the execution of the Phase II SIA have resulted in an agreement by the Phase I Developer to assume responsibility for a portion of the payment required to be made to the City by the Phase II Developer pursuant to the Phase II SIA. The City and the Phase II Developer propose to concurrently amend the Phase II SIA to reflect the assumption of a payment of $500,000.00 to the City by the Phase I Developer, a portion of the $4,800,000.00 required to be made by the Phase II Developer under the Phase II SIA. Attachment No 2 PARTIAL ASSUMPTION OF PHASE II OBLIGATIONS UNDER SITE INFRASTRUCTURE AGREEMENT THIS PARTIAL ASSUMPTION OF PHASE II OBLIGATIONS UNDER SITE INFRASTRUCTURE AGREEMENT ("Agreement") is dated as of the _ day of March, 2017, and is entered into by and between the City of National City ("City"), and Paradise Creek Housing Partners, L.P., a California limited partnership ("Developer"). RECITALS A. Developer and the Community Development Commission of the City of National City ("CDC") acting in its capacity as the National City Redevelopment Agency ("CDC -RDA"), entered into that certain Disposition and Development Agreement [Transit Oriented Infill Affordable Housing and Paradise Creek Enhancement Project] ("Project") dated June 21, 2011 ("DDA"). B. Paradise Creek II Housing Partners, L.P., a California limited partnership (the "Phase II Developer") and the City have entered into that certain Site Infrastructure Agreement dated December 20, 2016 (the "Phase II SIA") whereby the Phase II Developer agreed to assume all obligations of the Developer under the DDA with respect to the Phase II Project, as defined in the DDA. C. The Phase II Developer is obligated to improve the Paradise Creek Parcel, as defined in and pursuant to the DDA, and has or will subcontract with the City for the improvement of the Paradise Creek Parcel. Pursuant to the Phase II SIA, the Phase II Developer agreed to pay City $4.8 million to improve the Paradise Creek Parcel in full and complete satisfaction of the Phase II Developer's obligation to improve the Paradise Creek Parcel under the DDA. D. Discussions between the City, the Developer and the Phase II Developer subsequent to the execution of the Phase II SIA have resulted in an agreement by the Developer to assume responsibility for a portion of the payment required to be made to the City by the Phase II Developer pursuant to the Phase II SIA. The City and the Phase II Developer have amended or will amend the Phase II SIA to reflect the assumption of a payment of $500,000.00 to the City by the Developer, a portion of the $4,800,000.00 required to be made by the Phase II Developer under the Phase II SIA. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Developer hereby agree as follows: 1. Developer's Payment for Site Infrastructure. (a) Park Improvements. The Phase II Developer is subcontracting with the City to perform the work needed to fulfill the Phase II Developer's obligation to improve (i) the open space located on the Paradise Creek Parcel (as defined in the DDA) and (ii) the obligation to improve and expand the Paradise Creek Education Parcel (as defined in the DDA) and the associated recreational area, as set forth in Recitals B and D.4., to the DDA, Exhibit F (Scope of Development) to the DDA and elsewhere in the DDA. (b) Maximum Amount. In consideration of the mutual covenants set forth in this Agreement, the Developer shall pay the City Five Hundred Thousand and No/100 Dollars ($500,000.00) which, when taken with the amount payable to the City by the Phase II Developer pursuant to the Phase II SIA, will constitute full and complete satisfaction of all obligations under the DDA with respect to the improvement of the Paradise Creek Parcel, on the terms and conditions set forth herein. 1 Attachment No 2 (c) Payment Amount and Timing. Within ten (10) business days of receiving a demand from the City, the Developer shall pay the City the specified amount for the improvement of the Paradise Creek Parcel as specified in Paragraph 2(a) herein, up to the maximum amount set forth in Paragraph 2(b) herein. 3. General Provisions. (a) Governing Law. This Agreement shall be interpreted and construed in accordance with California law, without regard to any choice of law principles. (b) Indemnity. City shall indemnify, defend and hold Developer harmless from and against any and all loss, damage, cost, expense (including attorney's fees), injury (including death) and claims therefor arising out of City's (and its contractors and subcontractors') performance under the Phase II SIA, excepting to the extent the same results from the gross negligence or willful misconduct of Developer. (c) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (d) Captions. The captions in this Agreement are inserted for convenience of reference and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions of this Agreement. (e) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors, heirs and permitted assigns. (f) Modifications; Waiver. No waiver, modification, amendment, discharge or change of this Agreement shall be valid unless it is in writing and signed by the party against which the enforcement of the modification, waiver, amendment, discharge or change is sought. (g) Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and all prior or contemporaneous agreements, understandings, representations or statements, oral or written, are superseded. (h) Partial Invalidity. Any provision of this Agreement which is unenforceable, invalid, or the inclusion of which would adversely affect the validity, legality, or enforcement of this Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain in full effect. (i) Attorneys' Fees. The parties agree that the prevailing party in litigation for the breach and/or interpretation and/or enforcement of the terms of this Agreement shall be entitled to their expert witness fees, if any, as part of their costs of suit, and attorneys' fees as may be awarded by the court, pursuant to California Code of Civil Procedure ("CCP") Section 1033.5 and any other applicable provisions of California law, including, without limitation, the provisions of CCP Section 998. All claims, disputes, causes of action or controversies shall be subject solely to the jurisdiction of the San Diego Superior Court, Downtown Branch. (j) Capacity and 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, represent and warrant 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. 2 Attachment No 2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. City: City of National City By: Ron Morrison, Mayor Approved as to Form: By: George Eiser, Acting City Attorney DEVELOPER: Paradise Creek Housing Partners, L.P., a California limited partnership By: Related/Paradise Creek Development Co., LLC, a California limited liability company Its: Administrative General Partner By: Frank Cardone, Vice President By: CHW Paradise Creek Development Co., LLC, a California limited liability company Its: Managing General Partner By: Community HousingWorks, a California nonprofit public benefit corporation Its: Managing Member By: Anne Wilson, Senior Vice President 3 Attachment No. 3 FIRST AMENDMENT TO SITE INFRASTRUCTURE AGREEMENT (Paradise Creek -Phase II Park Including Environmental) THIS FIRST AMENDMENT TO SITE INFRASTRUCTURE AGREEMENT (this "Amendment"), is entered into by and between the CITY OF NATIONAL CITY ("City"), and PARADISE CREEK II HOUSING PARTNERS, L.P., a California limited partnership ("Developer"), and is made effective as of March , 2017. RECITALS: A. City and Developer are parties to that certain Site Infrastructure Agreement dated as of December 20, 2016 (the "Agreement"); and B. Concurrently herewith Paradise Creek Housing Partners, L.P., a California limited partnership ("Phase I Developer") is assuming the obligation to pay the City $500,000.00, which would otherwise be payable by the Developer to the City under the Agreement. However, the City is not releasing the Developer from any obligations under the Agreement; and C. City and Developer desire to amend and modify the Agreement as set forth below. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Recitals; Capitalized Terms. The foregoing Recitals and introductory paragraphs are incorporated herein as if fully here set forth. All capitalized terms used herein but otherwise undefined shall have the meanings ascribed to such terms in the Agreement. 2. Omnibus Amendment. The amount of $4.8 million referenced in Recital F, Section 2(b) and Section 3 of the Agreement shall be decreased to $4.3 million at such time as the Phase I Developer pays the City the $500,000.00, which would otherwise be payable by the Developer to the City under the Agreement. 3. Ratification. Except as specifically set forth in this Amendment, all terms and provisions of the Agreement shall be and remain unmodified, including, without limitation, all dates set forth in the Agreement, and shall remain in full force and effect. The Agreement as amended by this Amendment is hereby ratified and confirmed. 4. Counterparts and Facsimile. This Amendment may be executed in multiple counterparts, each of which, when taken together shall constitute fully executed originals. Signature and transmission by facsimile transmission shall be deemed as effective as original signatures on the original documents. {Amendment continues on the following page} Attachment No. 3 IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first above written. CITY: CITY OF NATIONAL CITY By: Ron Morrison, Mayor Approved as to Form: By: George Eiser, Acting City Attorney DEVELOPER: PARADISE CREEK II HOUSING PARTNERS, L.P., a California limited partnership By: Related/Paradise Creek II Development Co., LLC, a California limited liability company, Its Administrative General Partner By: Frank Cardone, President By: CHW Paradise Creek II Development Co., LLC, a California limited liability company, Its Managing General Partner By: Community Housing Works, a California nonprofit public benefit corporation It Managing Member By: Anne B. Wilson, Senior Vice President -2- First Amendment — Paradise Creek II RESOLUTION NO. 2017 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO CONCURRENTLY EXECUTE A PARTIAL ASSUMPTION OF OBLIGATIONS UNDER SITE INFRASTRUCTURE AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND PARADISE CREEK HOUSING PARTNERS, L.P., AND A FIRST AMENDMENT TO SITE INFRASTRUCTURE AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND PARADISE CREEK II HOUSING PARTNERS, L.P., ALLOWING THE PHASE I DEVELOPER TO ASSUME PART OF THE OBLIGATION TO PAY THE CITY TO PERFORM REQUIRED REMEDIATION AND IMPROVEMENT WORK NEEDED ON THE PUBLIC PARK COMPONENT OF THE WESTSIDE TRANSIT -ORIENTED AFFORDABLE HOUSING AND PARADISE CREEK ENHANCEMENT PROJECT WHEREAS, Paradise Creek Housing Partners, L.P., a California limited partnership ("Phase I Developer"), and the Community Development Commission of the City of National City ("CDC") acting in its capacity as the National City Redevelopment Agency ("CDC - RDA"), entered into that certain Disposition and Development Agreement [Transit Oriented Infill Affordable Housing and Paradise Creek Enhancement Project] ("Project") dated June 21, 2011 ("DDA"). Paradise Creek II Housing Partners, L.P., a California limited partnership, ("Phase II Developer") has assumed all obligations of the Phase I Developer under the DDA with respect to the Phase II Project, as defined in the DDA; and WHEREAS, on February 1, 2012, all redevelopment agencies in California were dissolved and the Successor Agency to the Community Development Commission as the National City Redevelopment Agency ("Successor Agency") was established to make payments and otherwise perform the enforceable obligations of the former RDA as it moved to wind down the affairs of former RDA, and, by operation of law, the Successor Agency assumed the rights and obligations of the CDC with respect to the DDA; and WHEREAS, the Successor Agency is obligated under the DDA to pay for the costs of certain environmental remediation activities with respect to the Project as defined in the DDA. With respect to the Phase I and Phase II housing sites, the environmental remediation activities were performed by a subcontractor to the Phase I and Phase II Developer (together as "Developer"), the costs for which were invoiced to and will be paid in full by the Successor Agency; and WHEREAS, environmental remediation is yet to be performed on the Paradise Creek Park Parcel ("Park Parcel"), but funding for the work has been obtained by the Successor Agency for the fiscal year beginning July 1, 2016; and WHEREAS, the redevelopment agency dissolution law requires that all payments by the Successor Agency must first be approved by the California Department of Finance ("DOF") via the Recognized Obligation Payment Schedule ("ROPS") process. The Successor Agency included $2,000,000.00 in its ROPS for the July 1, 2016 — June 30, 2017 period ("ROPS 16-17") for environmental remediation of the Park Parcel, which item was approved by the DOF as an enforceable obligation. The ROPS 16-17 specifies that the Developer is the payee of those funds; and WHEREAS, the Developer is also obligated to improve the Park Parcel, as defined in and pursuant to the DDA. Under the Site Infrastructure Agreement ("Phase II SIA"), Resolution No. 2017- Page Two the Phase II Developer would subcontract with the City of National City ("City") for the improvement of the Park Parcel and would pay the City $4.8 Million in full and complete satisfaction of Developer's obligation to improve the Park Parcel under the DDA; and WHEREAS, discussions between the City, the Phase I Developer, and the Phase II Developer, subsequent to the execution of the Phase II SIA, have resulted in an Agreement by the Developer to assume responsibility for a portion of the payment required to be made to the City by the Phase II Developer pursuant to the Phase II SIA; and WHEREAS, the City and the Phase II Developer propose to amend the Phase II SIA to reflect the assumption of a payment of $500,000.00 to the City by the Phase I Developer, a portion of the $4,800,000.00 required to be made by the Phase II Developer under the Phase II SIA; and WHEREAS, concurrent with the proposed First Amendment to the Phase II SIA, the Phase I Developer proposes to assume the obligation to pay the City $500,000.00, which would otherwise be payable by the Phase II Developer to the City under the Phase II SIA. However, the City is not releasing the Phase II Developer from any obligations under the Phase II SIA. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to concurrently execute a Partial Assumption of Obligations Under Site Infrastructure Agreement between the City of National City and Paradise Creek Housing Partners, L.P., and a First Amendment to Site Infrastructure Agreement between the City of National City and Paradise Creek II Housing Partners, L.P., allowing the Phase I Developer to assume part of the obligation to pay the City to perform required remediation and improvement work needed on the public park component of the Westside Transit -Oriented Affordable Housing and Paradise Creek Enhancement Project. Said Partial Assumption and First Amendment to the Phase II SIA is on file in the office of the City Clerk. PASSED and ADOPTED this 21st day of March, 2017. ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: George H. Eiser, III Interim City Attorney Ron Morrison, Mayor `' / - I. lik.W.,...4X,WilparaLie, XI CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk PARADISE CREEK II HOUSING PARTNERS Partial Assumption of Phase II Obligations & Amendment #1 Site Infrastructure Agreement Carlos Aguirre (Housing & Economic Development) Forwarded Copy of Documents to Paradise Creek II Housing Partners RESOLUTION NO. 2016 — 209 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A SITE INFRASTRUCTURE AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND PARADISE CREEK II HOUSING PARTNERS, LP, TO SUBCONTRACT WITH THE CITY TO PERFORM REQUIRED REMEDIATION WORK AND IMPROVEMENT NEEDED ON THE PUBLIC PARK COMPONENT OF THE WESTSIDE TRANSIT -ORIENTED AFFORDABLE HOUSING AND PARADISE CREEK ENHANCEMENT PROJECT, AND ESTABLISHING THE APPROPRIATION AND CORRESPONDING REVENUE BUDGET FOR SAID AGREEMENT WHEREAS, Paradise Creek Housing Partners, L.P., a California limited partnership ("Phase I Developer"), and the Community Development Commission of the City of National City ("CDC") acting in its capacity as the National City Redevelopment Agency ("CDC - RDA"), entered into that certain Disposition and Development Agreement [Transit Oriented Infill Affordable Housing and Paradise Creek Enhancement Project] ("Project") dated June 21, 2011 ("DDA"). Paradise Creek II Housing Partners, L.P., a California limited partnership, ("Developer") has assumed all obligations of the Phase I Developer under the DDA with respect to the Phase II Project, as defined in the DDA; and WHEREAS, on February 1, 2012, all redevelopment agencies in California were dissolved and the Successor Agency to the Community Development Commission as the National City Redevelopment Agency ("Successor Agency") was established to make payments and otherwise perform the enforceable obligations of the former RDA as it moved to wind down the affairs of former RDA, and, by operation of law, the Successor Agency assumed the rights and obligations of the CDC with respect to the DDA; and WHEREAS, the Successor Agency is obligated under the DDA to pay for the costs of certain environmental remediation activities with respect to the Project as defined in the DDA. With respect to the Phase I and Phase II housing sites, the environmental remediation activities were performed by a subcontractor to the Developer, the costs for which were invoiced to and will be paid in full by the Successor Agency. Environmental remediation is yet to be performed on the Paradise Creek Park Parcel ("Park Parcel"), but funding for the work has been obtained by the Successor Agency for the fiscal year beginning July 1, 2016; and WHEREAS, the redevelopment agency dissolution law requires that all payments by the Successor Agency must first be approved by the California Department of Finance ("DOF") via the Recognized Obligation Payment Schedule ("ROPS") process. The Successor Agency included $2,000,000.00 in its ROPS for the July 1, 2016 — June 30, 2017 period ("ROPS 16-17") for environmental remediation of the Park Parcel, which item was approved by the DOF as an enforceable obligation. The ROPS 16-17 specifies that the Developer is the payee of those funds; and WHEREAS, the Developer is also obligated to improve the Park Parcel, as defined in and pursuant to the DDA. Under the Site Infrastructure Agreement, the Developer would subcontract with the City of National City ("City") for the improvement of the Park Parcel and would pay the City $4.8 Million in full and complete satisfaction of Developer's obligation to improve the Park Parcel under the DDA; and Resolution No. 2016 — 209 Page Two WHEREAS, staff recommends that the Developer subcontract the environmental remediation work to the City, and pay the City for the improvements of the Park Parcel, to allow the City to coordinate the remediation and park improvement work with adjacent street improvements to be funded by a separate Transportation Infrastructure Grant that has been awarded to the City by the State of California. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute a Site Infrastructure Agreement with Paradise Creek II Housing Partners, LP, for the City to be subcontractor for both the remediation work and the improvements to the Paradise Creek Park parcel in satisfaction of the Developer's obligation to remediate and improve said Parcel. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 20th day of Dece :-r, . 016. ATTEST: Mic ael R. Dail -,Sty Clerk APPROVED AS TO FORM: George H. Eiser, III Interim City Attorney Morrison, Mayor Passed and adopted by the Council of the City of National City, California, on December 20, 2016 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California MICHAEL R. DALLA City Clerk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2016-209 of the City of National City, California, passed and adopted by the Council of said City on December 20, 2016. diLifia City i of the City of ational City, California By: Deputy