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HomeMy WebLinkAbout2016 CON Paradise Creek II Housing Partners - Site Infrastructure Agreement0 SITE INFRASTRUCTURE AGREEMENT (Paradise Creek -Phase II -Park Including Environmental) THIS SITE INFRASTRUCTURE AGREEMENT ("SIA") is dated as of the 2 day of Dec.-wt ber , 2016, by and between the City of National City ("City"), and Paradise Creek II Housing Partners, L.P., a California limited partnership ("Developer"). RECITALS A. 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"). The 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. B. 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 thereby, by operation of law, the Successor Agency assumed the rights and obligations of the CDC with respect to the DDA. C. 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 Parcel, but funding for the work has been obtained by the Successor Agency for the fiscal year beginning July 1, 2016. D. 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 Paradise Creek 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. E. Developer is the payee of the approved ROPS funds for the environmental remediation of the Paradise Creek Parcel and wishes to subcontract with the City for such environmental remediation work, utilizing the approved ROPS funds to pay the City the cost of doing such remediation work. 1 F. The Developer is obligated to improve the Paradise Creek Parcel, as defined in and pursuant to the DDA. Developer wishes to subcontract with the City for the improvement of the Paradise Creek Parcel and shall pay City $4.8 million to improve the Paradise Creek Parcel in full and complete satisfaction of Developer's obligation to improve the Paradise Creek Parcel under the DDA. G. The City is willing to be the subcontractor for both the environmental remediation work and the improvement of the Paradise Creek Parcel in satisfaction of Developer's obligation to improve the Paradise Creek Parcel under the DDA. 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. Site Infrastructure Environmental Remediation and Cost Payment Process. Developer is subcontracting with City to perform the work needed for environmental remediation of the Paradise Creek Parcel, which must be completed in order to construct improvements to the Paradise Creek Parcel as set forth in the DDA. The City will deliver to the Developer all invoices (and such back-up documentation as the Successor Agency and DOF require) for the costs incurred for the environmental remediation work on the Paradise Creek Parcel. The Developer shall invoice the Successor Agency for this work within ten (10) business days of receiving the City's invoices and pay the City within five (5) business days of receiving the funds from the Successor Agency for the invoiced amount, in the method so designated by the City. (a) If environmental remediation costs for the Paradise Creek Parcel exceed $2,000,000, Developer shall request an increase for such costs from the Successor Agency. Developer recognizes that the DOF has currently approved, on ROPS 16-17, $2,000,000 for the environmental remediation costs of the Paradise Creek Parcel. Notwithstanding any provision to the contrary set forth in this SIA, neither party is obligated to expend or incur costs for environmental remediation beyond what is approved in ROPS 16-17 by DOF. If, as the environmental remediation work progresses, it appears that such remediation costs will exceed $2,000,000, the City will inform Developer so additional funding may be requested from the Successor Agency. 2. Site Infrastructure - Improvement of the Paradise Creek Parcel into a Park (a) Park Improvements. Developer is subcontracting with the City to perform the work needed to fulfill the 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 SIA, the Developer shall pay the City Four Million Eight Hundred Thousand and No/100 Dollars ($4,800,000.00) in full and complete satisfaction of its obligations under the DDA with 2 respect to the improvement of the Paradise Creek Parcel, on the terms and conditions set forth herein. (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. Developer's Role in Environmental Remediation and Improvement of the Park. Developer shall be entitled to receive a fee with respect to this SIA in the amount of $300,000 (the "Fee") from any sources which the Developer is able to obtain; provided, however, that: (i) the City shall not have any obligation whatsoever with respect to the Fee; (ii) the Fee shall not be payable by the City; and (iii) the Fee shall not reduce the $4,800,000.00 the City is entitled to receive under this SIA. 4. General Provisions. (a) Governing Law. This SIA 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 of this SIA, excepting to the extent the same results from the gross negligence or willful misconduct of Developer. (c) Counterparts. This SIA 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 SIA are inserted for convenience of reference and in no way define, describe or limit the scope or intent of this SIA or any of the provisions of this SIA. (e) Binding Effect. This SIA 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 SIA 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 SIA 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. 3 (h) Partial Invalidity. Any provision of this SIA which is unenforceable, invalid, or the inclusion of which would adversely affect the validity, legality, or enforcement of this SIA shall have no effect, but all the remaining provisions of this SIA 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 SIA 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 SIA 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. IN WITNESS WHEREOF, the parties hereto have caused this SIA to be executed as of the date first written above. City: City of Nation City By: Ron Morrison, Mayor Approved as to Form: By: ,..i) �,:.o. 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 {signatures continue on following page} 4 By: CHW Paradise Creek II 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: L ne B.`Wilson, Senior Vice President 5 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 20'h day of Dece :-r, . 016. ATTEST: Mic ael R. DaII., • ty 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 A/AflA 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. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT C'a-,\ • MEETING DATE: December 20, 2016 AGENDA ITEM NO. 12 ITEM TITLE: 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, L.P., to subcontract with 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, and establishing the appropriation and corresponding revenue budget for said Agreement. PREPARED BY: Carlos Aguirre, Housing & Economic Dev. M PHONE: 619-336-4391 EXPLANATION: See Attachment No. 1 r. DEPARTMENT: Hous.\ng & Economic D_(, elnpm-nt APPROVE 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 ATTACHMENTS: 1. Background Report 2. Site Infrastructure Agreement Attachment No. 1 Background Report Site Infrastructure Agreement ("SIA") 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 ("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 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 thereby, by operation of law, the Successor Agency assumed the rights and obligations of the CDC with respect to the DDA. 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. 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. 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. Staff recommends that the Developer subcontract the environmental remediation work to the City and pay the City for the improvements of the Park Parcel. This would 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. Attachment No. 2 SITE INFRASTRUCTURE AGREEMENT (Paradise Creek -Phase II -Park Including Environmental) THIS SITE INFRASTRUCTURE AGREEMENT ("SIA") is dated as of the day of , 2016, by and between the City of National City ("City"), and Paradise Creek II Housing Partners, L.P., a California limited partnership ("Developer"). RECITALS A. 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"). The 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. B. 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 thereby, by operation of law, the Successor Agency assumed the rights and obligations of the CDC with respect to the DDA. C. 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 Parcel, but funding for the work has been obtained by the Successor Agency for the fiscal year beginning July 1, 2016. D. 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 Paradise Creek 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. E. Developer is the payee of the approved ROPS funds for the environmental remediation of the Paradise Creek Parcel and wishes to subcontract with the City for such environmental remediation work, utilizing the approved ROPS funds to pay the City the cost of doing such remediation work. 1 Attachment No. 2 F. The Developer is obligated to improve the Paradise Creek Parcel, as defined in and pursuant to the DDA. Developer wishes to subcontract with the City for the improvement of the Paradise Creek Parcel and shall pay City $4.8 million to improve the Paradise Creek Parcel in full and complete satisfaction of Developer's obligation to improve the Paradise Creek Parcel under the DDA. G. The City is willing to be the subcontractor for both the environmental remediation work and the improvement of the Paradise Creek Parcel in satisfaction of Developer's obligation to improve the Paradise Creek Parcel under the DDA. 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. Site Infrastructure Environmental Remediation and Cost Payment Process. Developer is subcontracting with City to perform the work needed for environmental remediation of the Paradise Creek Parcel, which must be completed in order to construct improvements to the Paradise Creek Parcel as set forth in the DDA. The City will deliver to the Developer all invoices (and such back-up documentation as the Successor Agency and DOF require) for the costs incurred for the environmental remediation work on the Paradise Creek Parcel. The Developer shall invoice the Successor Agency for this work within ten (10) business days of receiving the City's invoices and pay the City within five (5) business days of receiving the funds from the Successor Agency for the invoiced amount, in the method so designated by the City. (a) If environmental remediation costs for the Paradise Creek Parcel exceed $2,000,000, Developer shall request an increase for such costs from the Successor Agency. Developer recognizes that the DOF has currently approved, on ROPS 16-17, $2,000,000 for the environmental remediation costs of the Paradise Creek Parcel. Notwithstanding any provision to the contrary set forth in this SIA, neither party is obligated to expend or incur costs for environmental remediation beyond what is approved in ROPS 16-17 by DOF. If, as the environmental remediation work progresses, it appears that such remediation costs will exceed $2,000,000, the City will inform Developer so additional funding may be requested from the Successor Agency. 2. Site Infrastructure - Improvement of the Paradise Creek Parcel into a Park (a) Park Improvements. Developer is subcontracting with the City to perform the work needed to fulfill the 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 SIA, the Developer shall pay the City Four Million Eight Hundred Thousand and No/100 Dollars ($4,800,000.00) in full and complete satisfaction of its obligations under the DDA with 2 Attachment No. 2 respect to the improvement of the Paradise Creek Parcel, on the terms and conditions set forth herein. (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. Developer's Role in Environmental Remediation and Improvement of the Park. Developer shall be entitled to receive a fee with respect to this SIA in the amount of $300,000 (the "Fee") from any sources which the Developer is able to obtain; provided, however, that: (i) the City shall not have any obligation whatsoever with respect to the Fee; (ii) the Fee shall not be payable by the City; and (iii) the Fee shall not reduce the $4,800,000.00 the City is entitled to receive under this SIA. 4. General Provisions. (a) Governing Law. This SIA 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 of this SIA, excepting to the extent the same results from the gross negligence or willful misconduct of Developer. (c) Counterparts. This SIA 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 SIA are inserted for convenience of reference and in no way define, describe or limit the scope or intent of this SIA or any of the provisions of this SIA. (e) Binding Effect. This SIA 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 SIA 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 SIA 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. 3 Attachment No. 2 (h) Partial Invalidity. Any provision of this SIA which is unenforceable, invalid, or the inclusion of which would adversely affect the validity, legality, or enforcement of this SIA shall have no effect, but all the remaining provisions of this SIA 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 SIA 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 SIA 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. IN WITNESS WHEREOF, the parties hereto have caused this SIA 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 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 {signatures continue on following page} 4 Attachment No. 2 By: CHW Paradise Creek II 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 5 RESOLUTION NO. 2016 — 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 — 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 December, 2016. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: George H. Eiser, III Interim City Attorney 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 WI-TOD Housing — Paradise Creek Project Carlos Aguirre (Housing & Economic Development) Forwarded Copy of Agreement to Paradise Creek II Housing Partners