HomeMy WebLinkAbout2018 CON Protea National City LLC - 130 East 8th StreetPURCHASE AND SALE AGREEMENT
(East 8th Street and B Avenue)
THIS PURCHASE ANa SALE AGREEMENT (East 8th Street and B Avenue) (this
"Agreement") dated as of the ((pay of January, 2018, by and between the City of National City
("Seller"), and Protea National City, LLC, a California limited liability company ("Purchaser").
RECITALS
A. Seller owns the fee interest in that certain real property generally located at East 8th
Street and B Avenue, with an address of 130 East 8th Street in the City of National City, County
of San Diego, California, which is legally described on Exhibit A attached hereto and made a part
hereof (the "Property").
B. Seller and Purchaser desire: (i) for Seller to sell the Property to Purchaser at fair
market value, and for Purchaser to purchase the Property from Seller; and (ii) for Purchaser to
develop the Property by constructing the project substantially as described on Exhibit B attached
hereto and made a part hereof ("Project").
C. Seller agrees to sell the Property to Purchaser for an amount equal to its current fair
market value of Five Hundred Twenty Thousand and No/100 Dollars ($520,000.00) (the "Purchase
Price") (which is the fair market value of the Property as determined by that certain appraisal dated
October 6th, 2017, performed by Brad C. Woodall, MAI). The Purchase Price shall be payable by
Purchaser to Seller in cash at Closing.
D. Seller's sale of the Property to Purchaser and Purchaser's purchase of the Property
and construction of the Project on the Property pursuant to the terms of this Agreement, are in the
vital and best interest of the City of National City and the health, safety, morals and welfare of its
residents, and in accord with the public purposes and provisions of applicable state and local laws
and requirements under which the redevelopment of the Project has been undertaken.
AGREEMENT
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which
are acknowledged, Purchaser and Seller hereby agree as follows:
1. Effectiveness of Agreement and Purchase and Sale.
(a) Effectiveness of Agreement. This Agreement shall be effective and binding upon
all parties hereto concurrently with the last to occur of the following (the "Effective Date"): (i) this
Agreement has been duly executed by Purchaser and delivered by Purchaser to Seller; (ii) this
Agreement has been formally approved by resolution of the Seller's board; and (iii) this Agreement
has been duly executed by Seller and delivered by Seller to Purchaser. Under no circumstances
will this Agreement be effective before all of the preceding have occurred.
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(b) Purchase and Sale of the Property. In consideration of the mutual covenants set
forth in this Agreement, and on the terms and conditions set forth herein, Seller agrees to sell the
Property to Purchaser, and Purchaser agrees to purchase the Property from Seller on the terms and
conditions set forth herein. Purchaser is purchasing the Property "As -Is" and without warranty.
At Closing, Seller shall convey to Purchaser title to the Property by recordation of the Grant Deed.
The Escrow Agent shall issue the Title Policy (as defined below) to the Purchaser at Closing.
" 2. Definitions. As used in this Agreement, the following terms shall have the following
meanings:
"Agreement" means this Purchase and Sale Agreement between the Seller and the
Purchaser.
"Business Day" means any day other than a Saturday, Sunday or any other day on which
Purchaser or Escrow Agent is not open for business. In the event any date, deadline or due date
set forth in this Agreement falls on a day that is not a Business Day, then such deadline or due date
shall automatically be extended to the next Business Day.
"Close" or "Closing" means the close of Escrow as provided herein, which shall occur on
the Closing Date.
"Closing Date" means the close of Escrow as provided herein, which shall be one (1)
Business Day after the latest of: (i) the date all of the Conditions Precedent for the Benefit of the
Seller have been satisfied; and (ii) the date all of the Conditions Precedent for the Benefit of the
Purchaser have been satisfied. The Closing shall occur on or before September 1st, 2018.
Purchaser, in its sole and absolute discretion, shall have the right to accelerate the Closing Date
prior to the issuance of the building permit/s for the Project, provided the Conditions Precedent for
the Benefit of the Seller have been satisfied, provided the Conditions Precedent for the Benefit of
the Seller have been satisfied.
"Conditions Precedent for the Benefit of the Seller" shall have the meaning set forth in
Section 5 of this Agreement.
"Conditions Precedent for the Benefit of the Purchaser" shall have the meaning set forth in
Section 6 of this Agreement.
"Deposit" shall have the meaning set forth in Section 3(a) of this Agreement.
"Due Diligence Period" means the period of time commencing on the Effective Date and
ending at 5:00 p.m. Pacific time on March 1st, 2018.
"Effective Date" is as defined in Section 1(a) of this Agreement, which may or may not be
the date this Agreement was executed and delivered by the Seller or the Purchaser.
"Escrow" means the escrow depository and disbursement services to be performed by
Escrow Agent pursuant to the provisions of this Agreement.
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"Escrow Agent" means Carla Burchard at Stewart Title Company, 7676 Hazard Center
Drive, Suite 1400, San Diego CA 92108.
"Grant Deed" means a duly executed and acknowledged grant deed conveying fee simple
title to the Property from Seller to Purchaser.
"Hazardous Materials" means any hazardous or toxic substance, material or waste which
is or becomes regulated by any local governmental authority, the State of California or the United
State Government. Provided, however, the term "Hazardous Materials" shall not include
substances typically used in the ordinary course of developing, operating and maintaining
apartment complexes in California or small amounts of chemicals, cleaning agents and the like
commonly employed in routine household uses in a manner typical of occupants in other similar
properties, provided that such substances are used in compliance with applicable laws.
"Immediately Available Funds" means a bank wire transfer or a certified bank or cashier's
check.
"Permitted Exceptions" means (i) the printed exceptions and exclusions in the Title Policy;
(ii) the exceptions to title set forth in Schedule B to the Title Report (as defined in Section 4(c)
below) which are approved by Purchaser in writing, or deemed approved by Purchaser, as provided
in Section 4(c) below; (iii) real property taxes and assessments which are a lien but not yet payable;
(iv) any title exceptions caused, consented to or preapproved by Purchaser; and (v) all applicable
building, zoning and use restrictions and/or regulations of any municipality, township, county or
state; (vii) defects that would be shown by an inspection or by a survey of the Real Property; and
(viii) any reserved oil, water and/or mineral rights.
"Project" means the development project described on Exhibit B attached hereto, which
the Purchaser intends to construct at the Property. Seller acknowledges and agrees that,
notwithstanding anything to the contrary contained in this Agreement, Purchaser shall have the
right, in its sole and absolute discretion, and at its sole cost and expense, to utilize the California
government code sections 65915-65918 and any cross referenced and chaptered bills for the
purposes of adapting the project to market conditions.
"Property" means that certain real property generally located at East 8th Street and B
Avenue, with an address of 130 East 8th Street in the City of National City, County of San Diego,
California, which is legally described on Exhibit A attached hereto and made a part hereof.
"Purchase Price" shall have the meaning set forth in Section 3 of this Agreement.
"Purchaser" means Protea National City, LLC, a California limited liability company.
"Seller" means the City of National City.
"Title Policy" means a CLTA Owner's Policy of Title Insurance in the amount of the
Purchase Price, insuring that title to the fee interest in the Property is vested in the Purchaser
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subject only to the Permitted Exceptions, which Title Policy shall be obtained through the Escrow
Agent. Seller shall pay the cost of the CLTA Owner's Policy of Title Insurance. Purchaser shall
pay the cost of any endorsements it desires. Purchaser may obtain an ALTA Owner's Policy of
Title Insurance in which event Purchaser shall pay the cost difference between the cost of the
ALTA Owner's Policy of Title Insurance and the cost of a CLTA Owner's Policy of Title
Insurance.
3. Purchase Price. The purchase price for the Property shall be Five Hundred Twenty
Thousand and No/100 Dollars ($520,000.00). Provided, however, if the Purchaser for whatever
reason, does not to construct the alley closure and pocket park substantially as described on Exhibit
B, hereto, then the Purchaser, in its reasonable discretion, shall allocate an amount not to exceed
One Hundred Thousand and No/100 Dollars ($100,000.00) and use these monies for the
enhancement of the public realm between the bounds of the Property and behind the limits of the
curb face of 8th Street, B Street, and 9th Street respectively (the `Enhancement"). The Enhancement
may include, but not be limited to providing street furniture, parklets, public art, awnings or street
lighting. The Municipal review process for approving how the Enhancement funds are apportioned
shall be separate and independent from the review process for the Project and shall in no way delay
the forward progression of the Project development within the bounds of the Property.
(a) Deposit. Purchaser shall make a deposit into Escrow of Immediately Available
Funds in the amount of Five Thousand and No/100 Dollars ($5,000.00) (the "Deposit") within
three (3) Business Days of the Effective Date. The Deposit shall be refundable until the expiration
of the Due Diligence Period. If the Purchaser elects to terminate this Agreement prior to expiration
of the Due Diligence Period, as set forth in Section 4, below, then upon receipt of written notice
from the Seller and the Purchaser, the Escrow Agent shall return the Deposit to the Purchaser, plus
any interest earned thereon. Provided, however, all fees and costs charged by the Escrow Agent
shall be paid one-half (1/2) by the Seller and one-half (1/2) by the Purchaser.
(b) LIQUIDATED DAMAGES. THE DEPOSIT SHALL BE REFUNDABLE TO
THE PURCHASER AS MAY BE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. IF
ESCROW FAILS TO CLOSE AS A RESULT OF PURCHASER'S DEFAULT HEREUNDER,
THE SOLE REMEDY OF THE SELLER SHALL BE TO TERMINATE THIS AGREEMENT
BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT,
WHEREUPON THE SELLER SHALL RETAIN THE DEPOSIT(S) AND ALL INTEREST
THEREON AS LIQUIDATED DAMAGES (AND, THE SELLER WAIVES ANY RIGHT TO
SPECIFICALLY ENFORCE THIS AGREEMENT SET FORTH IN CALIFORNIA CIVIL
CODE SECTION 1680 OR 3389); PROVIDED, HOWEVER THAT ANY AMOUNTS
DEPOSITED BY THE PURCHASER INTO ESCROW WHICH EXCEED THE DEPOSIT,
SHALL BE RETURNED BY THE ESCROW AGENT TO THE PURCHASER (EXCEPT TO
THE EXTENT NECESSARY TO PAY THE PURCHASER'S SHARE OF ANY ESCROW
FEES AND COSTS). THEREAFTER, NO PARTY HERETO SHALL HAVE ANY FURTHER
LIABILITY OR OBLIGATION TO ANY OTHER PARTY HERETO EXCEPT FOR: (i) THE
SELLER'S RIGHT TO RECEIVE AND RETAIN SUCH LIQUIDATED DAMAGES; (ii) THE
OBLIGATION OF THE PURCHASER TO PAY AMOUNTS INTO ESCROW TO PAY THE
FEES AND COSTS OF ESCROW; (iii) THE INDEMNITIES SET FORTH IN THIS
AGREEMENT; AND (iv) ATTORNEYS' FEES. THE PARTIES HERETO ACKNOWLEDGE
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AND AGREE THAT THE SELLER'S ACTUAL DAMAGES IN THE EVENT OF
PURCHASER'S DEFAULT HEREUNDER ARE UNCERTAIN IN AMOUNT AND
DIFFICULT TO ASCERTAIN, AND THAT SUCH AMOUNT OF LIQUIDATED DAMAGES
IS REASONABLE UNDER THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION
1671 ET SEQ., CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE
HEREOF INCLUDING, WITHOUT LIMITATION, THE RELATIONSHIP OF SUCH
AMOUNT TO THE RANGE OF POTENTIAL HARM TO THE SELLER THAT CAN
REASONABLY BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF ACTUAL
DAMAGES RESULTING FROM SUCH DEFAULT WOULD BE COSTLY AND
INCONVENIENT. EACH PARTY HERETO SPECIFICALLY CONFIRMS THE ACCURACY
OF THE FOREGOING AND THE FACT THAT SUCH PARTY HAS BEEN REPRESENTED
BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED
DAMAGES PROVISION.
THE PROVISIONS OF THIS SECTION 3(B) SHALL SURVIVE THE TERMINATION
OF THIS AGREEMENT.
(c) Purchaser's Remedies. If the Closing and the consummation of the transactions
herein contemplated do not occur by reason of any default by Seller under this Agreement, or if
prior to Closing any one or more of Seller's representations or warranties are breached in any
material respect and Purchaser was not aware of such breach of such representations and warranties
prior to the end of the Due Diligence Period, then, Purchaser shall elect, as its sole remedy, to:
(i) waive said failure or breach and proceed to the Closing; or
(ii) terminate this Agreement by giving Seller written notice of such election
prior to the Closing Date and recover from: (A) Escrow Agent and/or Seller, the entire Deposit
and interest then held by Escrow Agent and/or Seller; and (B) Seller, Purchaser's Third -Party
Expenses (as defined below), not to exceed $5,000.00; or
(iii) enforce specific performance; provided, however, as conditions precedent to
Purchaser's right to enforce specific performance against Seller (including the filing of a lis
pendens or other claim or lien against the Property), all of the following must first have occurred:
(A) a suit for specific performance must be filed by Purchaser in a proper court in the county in
which the Property is located by the 15th day following the scheduled Closing Date; (B) Purchaser
must have either deposited with Escrow Agent the Purchase Price, or provided Seller with clear
documentary evidence that Purchaser has immediately available liquid funds in an amount
sufficient to fund the Purchase Price; and (C) Purchaser must have fully performed all of its
material obligations under this Agreement necessary to permit the Closing to occur in accordance
with the terms of this Agreement and waived all closing conditions for Purchaser's benefit.
Purchaser hereby waives any and all rights Purchaser may have to obtain specific performance and
to file a lis pendens or any other claim or lien against the Property unless and until the express
conditions precedent set forth above in this clause (iii) have been satisfied.
For purposes hereof, "Purchaser's Third Party Expenses" shall mean the actual out-of-
pocket expenses incurred by Purchaser and paid to (1) Purchaser's attorneys in connection with the
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negotiation of this Agreement, (2) unrelated and unaffiliated third party consultants in connection
with the performance of examinations, inspections and/or investigations pursuant to Section 4,
and/or (3) potential lenders as non-refundable commitment fees and other amounts in connection
with acquisition financing for the Property.
IN NO EVENT SHALL (X) SELLER HAVE ANY LIABILITY FOR ANY
CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY CLAIM, CAUSE OF
ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW,
STATUTE, EQUITY OR OTHERWISE, AND/OR (Y) SELLER'S DIRECT OR INDIRECT
PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY OFFICER,
DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR
CONTROLLING PERSON THEREOF (COLLECTIVELY, THE "SELLER PARTIES") HAVE
ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED
ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.
(d) Delivery of Remainder of Purchase Price into Escrow. Not less than one (1)
Business Day prior to the Closing Date, the Purchaser shall cause Immediately Available Funds to
be delivered to the Escrow Agent in an amount equal to the Purchase Price, minus the Deposit and
any interest earned on the Deposit, and plus or minus any adjustments for prorations and expenses
required under this Agreement.
(e) Disbursement to the Seller. Immediately after the Closing, the Escrow Agent shall
disburse to the Seller the funds that the Seller is entitled to receive hereunder.
4. Due Diligence.
(a) Due Diligence Period. At any time during the Due Diligence Period, the Purchaser
may determine in the Purchaser's sole and absolute discretion, whether to proceed with the
purchase of the Property. During the Due Diligence Period, the Purchaser may terminate this
Agreement for any reason or for no reason at all by delivering written notice of such termination
to the Seller and Escrow Agent on or before the last day of the Due Diligence Period. After
expiration of the Due Diligence Period, the Purchaser's right to terminate this Agreement for any
reason, or for no reason at all, shall expire and the Deposit shall become nonrefundable. If this
Agreement is terminated during the Due Diligence Period, then: (i) all rights and liabilities of the
Purchaser and the Seller with respect to this Agreement shall immediately terminate, except for
rights and liabilities that specifically survive such termination; (ii) Escrow Agent shall return to
the Purchaser all funds or other things deposited in Escrow by the Purchaser, less any fees and
costs charged by the Escrow Agent for which Purchaser is liable under this Agreement; and (iii)
Escrow Agent shall return to the Seller all funds or other things deposited in Escrow by the Seller.
On or prior to the Effective Date, Seller shall deliver to Purchaser (or made available to Purchaser
electronically via website drop box or other account) and copies of those documents listed on
Exhibit C attached hereto ("Property Information"). All of such Property Information delivered
to, made available to, copied and/or reviewed by Purchaser pursuant to this Section 4(a) shall
sometimes be referred to herein as the "Property Documents".
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(b) Access to the Property. During the Due Diligence Period and during normal
business hours, upon not less than twenty-four (24) hours advance notice to the Seller, Purchaser
and its representatives, consultants and attorneys shall have access to the Property solely for the
purpose of conducting visual, non-invasive inspections of the Property. Purchaser shall cause each
of its contractors entering the Property to maintain not less than One Million Dollars
($1,000,000.00) commercial liability insurance coverage covering such entry, shall provide
evidence of such insurance to Seller upon request, and defend and shall indemnify the Seller and
the Seller's agents and employees and the Property from and against, and shall hold the Seller, the
Seller's 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 Purchaser and/or its contractors or agents upon
the Property. The Purchaser shall repair any damage caused to the Property by the Purchaser or
its agents, employees or contractors. The Purchaser shall not permit any mechanic's,
materialman's, contractor's, subcontractor's or other lien arising from any work done by the
Purchaser or its agents pursuant to this Agreement to stand against the Property. If any such lien
shall be filed against the Property, the Purchaser shall cause the same to be discharged or bonded
by payment, deposit, bond or otherwise, within ten (10) days after actual notice of such filing. The
Purchaser's obligations under this Section 4(b) shall survive the termination or expiration of this
Agreement. Notwithstanding anything to the contrary contained in this Section 4(b), if Purchaser
desires to do any invasive testing at the Property, the Purchaser may do so only after obtaining
Seller's prior written consent to the same, which consent maybe withheld or granted on conditions
in Seller's sole and absolute discretion. . The Purchaser shall promptly restore the Property to the
condition the Property was in immediately prior to any such tests, at the Purchaser's sole cost and
expense. Prior to any invasive testing, the Purchaser shall provide the Seller with a complete set
of plans, drawings and specifications ("Invasive Testing Plans") that define to the sole satisfaction
of the Seller the invasive testing to be performed on the Property and the names of all
environmental and other consultants, contractors and subcontractors who will be performing such
invasive testing (collectively "Purchaser's Consultants"). The Purchaser shall deliver the names
of the Purchaser's Consultants and the Invasive Testing Plans to the Seller concurrently with its
request to the Seller that the Purchaser desires to perform invasive testing.
(c) Title. Purchaser's obligation to purchase the Property is contingent upon
Purchaser's approval of all matters affecting title to or use of the Real Property (collectively, "Title
Matters"). The intent of this Section 4(c) is to allow the parties to have certainty regarding the
condition of title and the Title Matters which are acceptable to the Purchaser. The procedure set
forth in this Section 4(c) shall not affect or otherwise limit the Purchaser's right to terminate this
Agreement for any reason or no reason at all as set forth in Section 4, above. Seller shall use
commercially reasonable efforts to cause the Title Company to deliver to Purchaser within three
(3) Business Days of the Effective Date, a current preliminary title report for the Real Property
and, to the extent possible, legible copies of all documents referred to therein ("Title Report").
Purchaser shall have ten (10) Business Days thereafter, to approve or object to any items disclosed
by the Title Report. If Purchaser does not give written notice to Seller of Purchaser's approval or
disapproval of any items disclosed by the Title Report within said time period, then Purchaser shall
be deemed to have approved the items disclosed by the Title Report. If Purchaser gives written
notice to Seller of Purchaser's disapproval of any items disclosed by the Title Report within said
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time period and Seller does not give written notice to Purchaser within five (5) Business Days
thereafter of either: (i) Seller's elimination of or agreement to eliminate those disapproved matters
prior to the close of Escrow; or (ii) Seller's agreement to provide at Seller's sole expense such title
insurance endorsements relating thereto as are acceptable to Purchaser in Purchaser's sole
discretion prior to the close of Escrow (each, a "Cure Notice"), then this Agreement shall terminate
immediately, unless Purchaser affirmatively agrees in writing within five (5) Business Days
thereafter that this Agreement will remain in full force and effect and that the previously
disapproved items disclosed by the Title Report are approved by Purchaser. If the Title Company
issues a supplemental title report prior to the close of Escrow showing additional exceptions to
title ("Title Supplement"), Purchaser shall have five (5) Business Days from the date of receipt of
the Title Supplement and a copy of each document referred to in the Title Supplement in which to
give Seller written notice of disapproval as to any additional exceptions; provided, however,
Purchaser may not disapprove any exceptions that were contained in the original Title Report or
are otherwise Permitted Exceptions. Purchaser's failure to deliver any such written notice of
disapproval of the Title Supplement within such five (5) Business Day period shall be deemed to
mean that Purchaser has approved all such additional exceptions. If Purchaser disapproves any
additional exception shown in the Title Supplement, then Purchaser and Seller will have the same
rights and obligations set forth above in this Section regarding Purchaser's original review and
approval of the Title Report. Notwithstanding the foregoing, Seller shall cause all Title Matters
which are mechanics' liens or deeds of trust to be eliminated as exceptions to title on the Title
Policy at Seller's sole expense prior to the close of Escrow, and shall not record any documents
against the Property from and after the Effective Date without Purchaser's prior written consent.
5. Conditions Precedent for the Benefit of the Seller. The Seller's obligation to Close shall
be conditioned upon the satisfaction or emailed or written waiver by the Seller of all of the
conditions precedent ("Conditions Precedent for the Benefit of the Seller") set forth in this Section
5. Any of the Conditions Precedent for the Benefit of the Seller may be waived by the Seller
unilaterally; and if so waived, such conditions shall be of no further effect hereunder. Any such
waiver shall be effective only if the same is expressly waived by Seller by either: (i) email from
the Seller to the Purchaser and Escrow Agent; or (ii) in a writing signed by the Seller and delivered
to the Purchaser and Escrow Agent. If the Conditions Precedent for the Benefit of the Seller set
forth in this Section 5 are not satisfied by the deadlines or expressly waived, the Seller (provided
the Seller is not in default hereunder) may provide emailed or written notice of the Seller's
conditional termination of this Agreement to the Purchaser and Escrow Agent. After receipt of
such notice of conditional termination, the Purchaser shall have ten (10) Business Days to cure
any non -satisfaction of a condition or other default specified in the notice of conditional
termination. If such matter remains unsatisfied or the default remains uncured after the expiration
of such ten (10) Business Day period, then this Agreement Instructions shall terminate at the close
of business on such tenth (loth) Business Day. In the event of termination of this Agreement (and
by operation of law the Escrow) pursuant to this Section 5, then: (w) as set forth in the liquidated
damages provision of Section 3(b), above, all rights and liabilities of the Purchaser and the Seller
with respect to this Agreement shall immediately terminate except those which specifically survive
such termination; (x) Escrow Agent shall deliver the Deposit and all interest thereon to the Seller
and shall return to the Seller all funds or other things deposited in Escrow by the Seller; (y) Escrow
Agent shall return to the Purchaser all funds or other things deposited in Escrow by the Purchaser,
less the Deposit and all interest thereon, and less all fees and costs charged by the Escrow Agent.
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Notwithstanding the preceding clause (w) of this Section 5, in the event of termination of this
Agreement pursuant to this Section 5, the Seller and the Purchaser shall cooperate with one
another, execute all documents reasonably necessary and take all reasonable steps as may be
required by Escrow Agent in order to accomplish the purposes of this Section 5. The Conditions
Precedent for the Benefit of the Seller are:
(a) Purchaser making the Deposit into Escrow, as set forth in Section 3(a), above.
(b) The delivery by the Purchaser into Escrow, at least one (1) Business Day prior to
Closing of Immediately Available Funds equal to the Purchase Price (less the Deposit and plus or
minus expenses and prorations) as required by Section 3(c) above.
(c) The delivery by the Purchaser into Escrow at least one (1) Business Day prior to
Closing of all other documents and instruments required by this Agreement or reasonably required
by Escrow to complete the Closing.
(d) Purchaser not being in default of any of its representations or warranties under this
Agreement, or any other material terms or conditions related to Purchaser, and all of the
Purchaser's representations and warranties under this Agreement being true and correct as of the
Closing Date.
(e) As of the Closing Date, the Purchaser has not made an assignment for the benefit
of creditors, filed a bankruptcy petition, been adjudicated insolvent or bankrupt, petitioned a court
for the appointment of any receiver of, or trustee for, the Purchaser, or commenced any proceeding
relating to the Purchaser under any reorganization, arrangement, readjustment of debt, dissolution,
or liquidation law or statute of any jurisdiction, whether now or later in effect.
(f) Seller, using its best commercially reasonable efforts, having entered into a
"compensation agreement" binding upon all taxing authorities having an interest in the Property,
which is acceptable to the Seller in its sole discretion, by not later than February 15, 2018.
Seller acknowledges and agrees that, notwithstanding anything to the contrary contained in this
Agreement, Purchaser shall have the right, in its sole and absolute discretion, and at its sole cost
and expense, to utilize California government code sections 65915-65918 and any cross referenced
and chaptered bills for the purposes of adapting the project to market conditions.
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6. Conditions Precedent for the Benefit of the Purchaser. The Purchaser's obligation to Close
shall be conditioned upon the satisfaction or emailed or written waiver by the Purchaser of all of
the conditions precedent ("Conditions Precedent for the Benefit of the Purchaser") set forth in this
Section 6. Any of the Conditions Precedent for the Benefit of the Purchaser may be waived by the
Purchaser unilaterally; and if so waived, such conditions shall be of no further effect hereunder.
Any such waiver shall be effective only if the same is expressly waived by email from the
Purchaser to the Seller and Escrow Agent or in writing signed by the Purchaser and delivered to
the Seller and Escrow Agent. If the Conditions Precedent for the Benefit of the Purchaser are not
satisfied by the deadlines set forth in this Section 6 or expressly waived, the Purchaser (provided
the Purchaser is not in default hereunder) may provide emailed or written notice of the Purchaser's
conditional termination of this Agreement to the Seller and Escrow Agent. After receipt of such
notice of conditional termination, the Seller shall have ten (10) Business Days to cure any non -
satisfaction of a condition or other default specified in the notice of conditional termination. If
such matter remains unsatisfied or the default remains uncured after the expiration of such ten (10)
Business Day period, then this Agreement shall terminate at the close of business on such tenth
(10t) Business Day. In the event of termination of this Agreement (and by operation of law the
Escrow) pursuant to this Section 6, then: (w) the same shall be a default by the Seller; (x) Escrow
Agent shall return to the Seller all funds or other things deposited in Escrow by the Seller; (y)
Escrow Agent shall upon receipt of unilateral notice from the Purchaser, return to the Purchaser
all funds or other things deposited in Escrow by the Purchaser; and (z) all fees and costs charged
by the Escrow Agent shall be paid by the Seller. Purchaser is not waiving any default by the Seller
and nothing contained in this Section 6, including, without limitation, the immediately foregoing
sentence shall be a waiver of any right of Purchaser to recover damages from the Seller for any
default by Seller hereunder. Notwithstanding the foregoing clause (w) of this Section 6, in the
event of termination of this Agreement pursuant to this Section 6, the Purchaser and the Seller
shall cooperate with one another, execute all documents reasonably necessary and take all
reasonable steps as may be required by Escrow Agent in order to accomplish the purposes of this
Section 6. The Conditions Precedent for the Benefit of Purchase are:
(a) The deposit by the Seller into Escrow at least one (1) Business Day prior to Closing
of the Grant Deed, duly executed and acknowledged, conveying fee simple title to the Property to
the Purchaser.
(b) The deposit by the Seller into Escrow at least one (1) Business Day prior to Closing
of the Assignment, duly executed, conveying title to the Personal Property to the Purchaser.
(c) The deposit by Seller into Escrow at least one (1) Business Day prior to Closing of
a duly executed affidavit in the form prescribed by federal regulations that Seller is not a foreign
person and is a "United States Person" as such term is defined in Section 7761(a)(30) of the
Internal Revenue Code of 1986, as amended.
(d) The deposit by Seller into Escrow at least one (1) Business Day prior to Closing of
a duly executed California Form 593(c) or other evidence that withholding of any portion of the
Purchase Price is not required by the Revenue and Taxation Code of California with respect to
Seller.
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(e) The deposit by the Seller into Escrow at least one (1) Business Day prior to Closing
of all additional documents and instruments as are reasonably required by the Escrow Agent to
complete the Closing.
(f) The Escrow Agent is prepared and obligated to issue the Title Policy in Purchaser's
favor, upon the recordation of the Grant Deed and there are no exceptions to the Title Policy,
except for the Permitted Exceptions.
(g) Seller not being in default of any of its representations or warranties under this
Agreement, or any other material terms or conditions related to Seller, and all of Seller's
representations and warranties under this Agreement being true and correct as of the Closing Date.
(h) Seller acknowledges that as at date of this Agreement, the Project has passed the
Seller's third -party conformance review, attached here as Exhibit C, and Seller anticipates that the
Project as currently described on Exhibit B will not be subject to discretionary review, provided,
however, a final determination cannot be made until the project plans are submitted to the Seller's
building department. Nothing contained herein shall be construed to be a waiver by the Seller of
its right to review the Project's building plans for the purposes of conformance with California
Building Code requirements.
7. Representations, Warranties and Covenants., Waivers and Releases. When making the
representations and warranties set forth in this Section 7, each party making a representation and/or
warranty represents that the same are true, correct and complete as of the date hereof and shall be
and are true, correct and complete as of the Closing Date. The representations and warranties shall
survive the Closing for a period of three (3) months.
(a) Representations and Warranties Regarding Authority. The Seller and the Purchaser
each hereby represents and warrants to the other that this Agreement and all documents or
instruments executed by them which are to be delivered at or prior to the Closing are, or on the
Closing Date will be, duly authorized, executed and delivered by the Seller or the Purchaser, as
applicable.
(b) Representations and Warranties Regarding Enforceability of Agreement. The
Seller and the Purchaser each hereby represents and warrants to the other that this Agreement and
all documents required hereby to be executed by them shall be valid, legally binding obligations
of, and enforceable against, the Seller or the Purchaser, as applicable, in accordance with their
terms.
(c) Representations and Warranties Pertaining to Legal Matters. The Seller hereby
represents and warrants to the Purchaser that:
(1) The Seller is the sole owner of the fee title interest to the Real Property.
(2) To the current actual knowledge of Seller, there is no pending or threatened
proceeding in eminent domain or otherwise involving the Property, which would materially
adversely affect the Property, or any portions thereof.
11
(d) Seller Representations and Warranties Pertaining to Options. As of the Effective
Date, Seller hereby represents and warrants to the Purchaser that no person has any option or right
of first refusal to purchase Seller's interest in the Property or any parts thereof.
(e) Knowledge of Seller. For purposes of this Section 5, Seller's "knowledge" shall
mean only the actual personal knowledge of Brad Raulston and City of National City Property
Agent Greg Rose as of the Effective Date, and Seller's "written notice" shall only mean notices
sent to the attention of Brad Raulston and City of National City Property Agent Greg Rose. The
foregoing does not imply and shall not be deemed to require Seller's independent investigation.
Without limiting the generality of the foregoing, Purchaser shall be solely responsible for
determining the condition of the Property and all aspects regarding the fees, charges and
assessments relating to the Property.
(f) Seller Representations and Warranties Regarding Discovery of New Information.
The Seller hereby represents and warrants to the Purchaser that if the Seller discovers any
information or facts prior to Closing that would materially change any of the foregoing
representations and warranties or cause any of the foregoing representations and warranties to be
untrue or misleading in any respect, the Seller will promptly give the Purchaser notice of those
facts and information.
(g) AS IS CONDITION. PURCHASER HEREBY ACKNOWLEDGES,
REPRESENTS, WARRANTS, COVENANTS AND AGREES THAT AS A MATERIAL
INDUCEMENT TO SELLER TO EXECUTE AND ACCEPT THIS AGREEMENT AND IN
CONSIDERATION OF THE PERFORMANCE BY SELLER OF ITS DUTIES AND
OBLIGATIONS UNDER THIS AGREEMENT THAT, EXCEPT FOR SELLER'S EXPRESS
REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 7 OF THIS
AGREEMENT, THE SALE OF THE PROPERTY HEREUNDER IS AND WILL BE MADE ON
AN "AS IS, WHERE IS" BASIS, SELLER HAS NOT MADE, DOES NOT MAKE AND
SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES
OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR
OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY,
INCLUDING BUT NOT LIMITED TO: (1) THE EXISTENCE OF HAZARDOUS MATERIALS
OR MOLD UPON THE PROPERTY OR ANY PORTION THEREOF; (2) GEOLOGICAL
CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE
CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS
REGARDING THE WITHDRAWAL OF WATER AND FAULTING; (3) WHETHER OR NOT
AND TO THE EXTENT TO WHICH THE PROPERTY OR ANY PORTION THEREOF IS
AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER,
FLOOD PRONE AREA, FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD; (4)
DRAINAGE; (5) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY,
PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, OR
SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF ANY UNDERSHORING;
(6) USES OF ADJOINING PROPERTIES; (7) THE VALUE, COMPLIANCE WITH THE
PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY,
12
DESCRIPTION, DURABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR
PHYSICAL OR FINANCIAL CONDITION OF THE PROPERTY OR ANY PORTION
THEREOF, OR ANY RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE
PROPERTY OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, WHETHER
OR NOT THE IMPROVEMENTS COMPLY WITH THE REQUIREMENTS OF TITLE III OF
THE AMERICANS WITH DISABILITIES ACT OF 1990, 42 U.S.C. §§ 12181-12183, 12186(B)
- 12189 AND RELATED REGULATIONS; (8) THE PRESENCE OF HAZARDOUS
MATERIALS IN OR ON, UNDER OR IN THE VICINITY OF THE PROPERTY; (9) THE
SQUARE FOOTAGE OF THE PROPERTY OR THE IMPROVEMENTS THEREON; (10)
IMPROVEMENTS AND INFRASTRUCTURE, INCLUDING, WITHOUT LIMITATION, THE
CONDITION OF THE ROOF, FOUNDATION, FIXTURES, AND PERSONAL PROPERTY, IF
ANY; (11) DEVELOPMENT RIGHTS AND EXTRACTIONS; (12) WATER OR WATER
RIGHTS; (13) THE DEVELOPMENT POTENTIAL FOR THE PROPERTY; (14) THE
ABILITY OF PURCHASER TO REZONE THE PROPERTY OR CHANGE THE USE OF THE
PROPERTY; (15) THE ABILITY OF PURCHASER TO ACQUIRE ADJACENT PROPERTIES;
(16) THE EXISTENCE AND POSSIBLE LOCATION OF ANY UNDERGROUND UTILITIES;
(17) THE EXISTENCE AND POSSIBLE LOCATION OF ANY ENCROACHMENTS; (18)
WHETHER THE IMPROVEMENTS ON THE PROPERTY WERE BUILT, IN WHOLE OR IN
PART, IN COMPLIANCE WITH APPLICABLE BUILDING CODES; (19) THE STATUS OF
ANY LIFE -SAFETY SYSTEMS IN THE IMPROVEMENTS ON THE PROPERTY; (20) THE
CHARACTER OF THE NEIGHBORHOOD IN WHICH THE PROPERTY IS SITUATED; (21)
THE CONDITION OR USE OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY
WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL
ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING
ORDINANCES, CODES OR OTHER SIMILAR LAWS; AND/OR (22) THE
MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY
PARTICULAR PURPOSE (PURCHASER AFFIRMING THAT PURCHASER HAS NOT
RELIED ON SELLER'S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY
FOR ANY PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT
THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE). NOTWITHSTANDING THE
FOREGOING OR ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT,
SELLER IS NOT RELEASED FROM ANY LIABILITY TO PURCHASER FOR FRAUD OR
BREACH OF ANY EXPRESS COVENANT, REPRESENTATION OR WARRANTY SET
FORTH IN THIS AGREEMENT.
PURCHASER ACKNOWLEDGES THAT AS OF THE EXPIRATION OF THE DUE
DILIGENCE PERIOD, PURCHASER SHALL HAVE COMPLETED ALL PHYSICAL AND
FINANCIAL EXAMINATIONS RELATING TO THE ACQUISITION OF THE PROPERTY
HEREUNDER (IT BEING ACKNOWLEDGED AND AGREED THAT PURCHASER SHALL
BE DEEMED TO HAVE INSPECTED EACH APARTMENT UNIT WITHIN THE
PROPERTY) AND WILL ACQUIRE THE SAME SOLELY ON THE BASIS OF SUCH
EXAMINATIONS AND THE TITLE INSURANCE PROTECTION FOR THE PROPERTY
AFFORDED BY THE TITLE POLICY. PURCHASER FURTHER ACKNOWLEDGES AND
AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT
TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT THE
SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF
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SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY
OR COMPLETENESS OF SUCH INFORMATION, EXCEPT AS SPECIFICALLY PROVIDED
IN THIS AGREEMENT, AND SUBJECT TO SELLER'S EXPRESS REPRESENTATIONS
AND WARRANTIES SET FORTH IN SECTION 7 OF THIS AGREEMENT. SELLER SHALL
NOT BE LIABLE FOR ANY NEGLIGENT MISREPRESENTATION OR FAILURE TO
INVESTIGATE THE PROPERTY NOR SHALL SELLER BE BOUND IN ANY MANNER BY
ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, APPRAISALS,
ENVIRONMENTAL ASSESSMENT REPORTS, OR OTHER INFORMATION PERTAINING
TO THE PROPERTY OR THE OPERATION THEREOF, FURNISHED BY SELLER, OR ANY
REAL ESTATE BROKER, AGENT, REPRESENTATIVE, EMPLOYEE, SERVANT OR
OTHER PERSON ACTING ON SELLER'S BEHALF EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 7 OF THIS
AGREEMENT. IT IS ACKNOWLEDGED AND AGREED THAT THE PROPERTY IS SOLD
BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING.
PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT PURCHASER IS
FULLY AWARE OF THE AGE OF THE PROPERTY, THAT OVER TIME VARIOUS
EVENTS MAY HAVE OCCURRED ON THE PROPERTY WHICH EVENTS MAY BE
TYPICAL AND/OR ATYPICAL OF EVENTS OCCURRING TO OTHER PROPERTIES OF
SIMILAR AGE TO THE PROPERTY AND SIMILARLY LOCATED IN THE CITY OF SAN
DIEGO AND/OR THE COUNTY OF SAN DIEGO, CALIFORNIA, AND THAT SUCH
EVENTS MAY INCLUDE, WITHOUT LIMITATION, SLAB LEAKS, MOLD, FIRE,
SHIFTING, AND VIOLATIONS OF LAWS, ORDINANCES, RULES, REGULATIONS,
PERMITS, APPROVALS, LICENSES AND/OR ORDERS OF GOVERNMENTAL AGENCIES
WITH JURISDICTION OVER THE PROPERTY.
THE CLOSING OF THE PURCHASE OF THE PROPERTY BY PURCHASER
HEREUNDER SHALL BE CONCLUSIVE EVIDENCE THAT: (A) PURCHASER HAS
FULLY AND COMPLETELY INSPECTED (OR HAS CAUSED TO BE FULLY AND
COMPLETELY INSPECTED) THE PROPERTY; AND (B) PURCHASER ACCEPTS THE
PROPERTY AS BEING IN GOOD AND SATISFACTORY CONDITION AND SUITABLE
FOR PURCHASER'S PURPOSES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR
RELIANCE ON THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS
AGREEMENT, PURCHASER SHALL PERFORM AND RELY SOLELY UPON ITS OWN
INVESTIGATION CONCERNING ITS INTENDED USE OF THE PROPERTY, AND THE
PROPERTY'S FITNESS THEREFOR. PURCHASER FURTHER ACKNOWLEDGES AND
AGREES THAT SELLER'S COOPERATION WITH PURCHASER WHETHER BY
PROVIDING DOCUMENTS RELATING TO THE PROPERTY OR PERMITTING
INSPECTION OF THE PROPERTY, SHALL NOT BE CONSTRUED AS ANY WARRANTY
OR REPRESENTATION, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE
PROPERTY, OR WITH RESPECT TO THE ACCURACY, COMPLETENESS, OR
RELEVANCE OF THE DOCUMENTS PROVIDED TO PURCHASER BY SELLER IN
RELATION TO THE PROPERTY, PROVIDED THAT THE FOREGOING SHALL NOT BE A
14
LIMITATION OR MODIFICATION OF THE REPRESENTATIONS AND WARRANTIES
SET FORTH IN THIS AGREEMENT.
(h) Indemnity and Release.
(1) Indemnity. For the purposes of this Section 7(h), the term "Claims" shall
mean any and all claims, obligations, liabilities, causes of action, suits, debts, liens, damages,
judgments, losses, demands, orders, penalties, settlements, costs and expenses (including, without
limitation, reasonable attorneys' fees and costs and any and all costs and expenses related to,
whether directly or indirectly, any and all clean-up, remediation, investigations, monitoring,
abatement, mitigation measures, fines or removal with respect to Hazardous Materials) of any kind
or nature whatsoever. The definition of "Claims" shall include, without limitation, Claims under
contract law or tort law. Each and every provision of this Section 7(h) shall survive the Closing.
Purchaser acknowledges that but for Purchaser's agreement to each and every provision of this
Section 7(h), Seller would not have entered into the Agreement. Purchaser, on behalf of itself, its
successors, assigns and successors -in -interest ("Successors"), hereby agrees to indemnify, defend
and hold Seller and Seller's successors, assigns, officers, directors, shareholders, participants,
members, managers, partners, affiliates, employees, representatives, invitees and agents
(collectively, "Seller Parties") harmless from any and all Claims resulting from, related to, or based
upon, whether directly or indirectly: (i) the breach by Purchaser of any representation, warranty,
covenant or obligation contained in the Agreement, or in any other agreement, document, exhibit
or instrument related hereto or referenced herein; (ii) any Claim or Claims, if the basis of such
Claim or Claims arose on or after the Closing, except as noted in clause (iv) below, and if the basis
of such Claim or Claims arose from, is based upon, relates to or pertains to, whether directly or
indirectly, the operation, management and use of the Property; (iii) any Claim or Claims which
Claim or Claims (or the basis for which) arose from, is based upon, relates to or pertains to, whether
directly or indirectly, any negligent act or omission of Purchaser; and (iv) (A) any Claim or Claims
that relate to the condition of the Property on or after the Close of Escrow, including any judgment,
order or settlement under or otherwise pursuant to a lawsuit, and (B) any Claim or Claims that
relate to defects in the Property (including, patent construction defects), regardless of whether said
defects or the cause of the same arose either before or after the Close of Escrow, including any
judgment, order or settlement under or otherwise pursuant to the lawsuit. Any defense of any or
all of the Seller Parties referenced in this Section 7(h)(1), shall be at the Purchaser's sole cost and
expense and by counsel selected by the Purchaser, subject to the reasonable approval of the
indemnified person, which counsel may, without limiting the rights of any of the Seller Parties
pursuant to the next succeeding sentence of this Section 7(h)(1), also represent the Purchaser in
such investigation, action or proceeding. If any of the Seller Parties that is being indemnified
determines reasonably and in good faith that its defense by the Purchaser is reasonably likely to
cause a conflict of interest or is being conducted in a manner which is prejudicial to such persons
interests, such indemnified person may elect to conduct its own defense through counsel of its own
choosing, subject to the reasonable approval of the Purchaser, and at the expense of the Purchaser.
Purchaser hereby waives any right of subrogation as to Seller or the Seller Parties. Each and every
provision of this Section 7 shall survive the Closing and but for Purchaser's agreement to each and
every provision of this Section 7, Seller would not have executed the Agreement. Purchaser's
indemnification obligations under this Section are in addition to Purchaser's representations,
waivers, releases and covenants under this Section 7, and shall in no way be deemed to limit same.
15
(2) Release and & 1542 Waiver. Notwithstanding the following or anything to
the contrary set forth in this Agreement, the Seller is not released from any liability to the Purchaser
for fraud or breach of any covenant set forth in this Agreement or any breach of Seller's
representations and warranties set forth in this Section 7. Subject to the immediately preceding
sentence and the Purchaser's right to rely on the Seller's representations and warranties set forth
in this Section 7, Purchaser for itself and on behalf of each of its successors (collectively, the
"Releasors") by this general release of known and unknown claims (this "Release") hereby
irrevocably and unconditionally release and forever discharge Seller and each of the Seller Parties
(collectively, the "Releasees") or any of them, from and against any and all Claims of any kind or
nature whatsoever, WHETHER KNOWN OR UNKNOWN, suspected or unsuspected, fixed or
contingent, liquidated or unliquidated which any of the Releasors now have, own, hold, or claim
to have had, owned, or held, against any of the Releasees arising from, based upon or related to,
whether directly or indirectly any facts, matters, circumstances, conditions or defects (whether
patent or latent) of all or any kinds, related to, arising from, or based upon, whether directly or
indirectly, the Property, including without limitation, (i) the physical condition, quality and state
of repair of the Property conveyed; (ii) any latent or patent defect affecting the Property conveyed,
or (iii) the presence of Hazardous Materials in, on, about or under the Property or which have
migrated from adjacent lands to the Property or from the Property to adjacent lands.
Except for Claims for Seller's fraud or the breach of any covenants provided in this
Agreement or any breach of Seller's representations and warranties set forth in this Section 7,
Releasors hereby further agree as follows:
(i) Releasors acknowledge that there is a risk that subsequent to the execution of this
Agreement, Releasors may discover, incur, or suffer from Claims which were unknown or
unanticipated at the time this Release is executed, including, without limitation, unknown or
unanticipated Claims which, if known by Releasors on the date this Release is being executed,
may have materially affected Releasors' decision to execute this Agreement. Releasors
acknowledge that Releasors are assuming the risk of such unknown and unanticipated Claims and
agree that this Release applies thereto. Releasors expressly waive the benefits of Section 1542 of
the California Civil Code, which reads as follows:
"A general release does not extend to claims which the creditor does not know
or suspect to exist in his or her favor at the time of executing the release, which
if known by him or her must have materially affected his or her settlement
with the debtor."
(ii) Releasors represent and warrant that Releasors have been represented by independent
counsel of Releasors' own choosing in connection with the preparation and review of the Release
set forth herein, that Releasors have specifically discussed with such counsel the meaning and
effect of this Release and that Releasors have carefully read and understand the scope and effect
of each provision contained herein. Releasors further represent and warrant that Releasors do not
rely and have not relied upon any representation or statement made by any of the Releasees or any
of their representatives, agents, employees, attorneys or officers with regard to the subject matter,
basis or effect of this Release.
16
(iii) Releasors represent and warrant to Releasees that Releasors have not and shall not
assign or transfer or purport to assign or transfer any Claim or Claims or any portion thereof or
any interest therein, and shall indemnify, defend, and hold the Releasees harmless from and against
any Claim or Claims based on or arising out of, whether directly or indirectly, any such assignment
or transfer, or purported assignment or transfer.
8. Condemnation of the Property.
(a) Condemnation. If between the Effective Date and the Closing Date, any
condemnation or eminent domain proceedings are commenced that will result in the taking of any
material part of the Property, Purchaser may, at Purchaser's election, either:
(1) Terminate this Agreement by giving written or emailed notice to the Seller
and the Escrow Agent (in which event all remaining funds or other things deposited in Escrow by
Purchaser, including without limitation, the Deposit, shall be returned to the Purchaser
immediately from Escrow, together with any interest earned thereon and all fees and costs charged
by the Escrow Agent shall be paid one-half (1 /2) by the Seller and one-half (1 /2) by the Purchaser);
or
(2) Proceed with the Closing and have Seller assign to Purchaser all of
Seller's right, title and interest to any award made for the condemnation or eminent domain action.
(b) Notice. If Seller obtains notice of the commencement of or the threatened
commencement of eminent domain or condemnation proceedings with respect to the Property,
Seller shall notify the Purchaser in writing.
9. Broker's Commission. Seller and Purchaser each hereby represents and warrants to one
another that neither of them has engaged the services of any real estate agent or broker. Seller and
Purchaser each agree that, to the extent any real estate commission or brokerage and/or finder's
fee shall be earned or claimed in connection with this Agreement or the Closing, the payment of
such fee or commission, and the defense of any action in connection therewith, shall be the sole
and exclusive obligation of the party who requested the services of the broker and/or finder. In
the event that any claim, demand or cause of action or brokerage and/or finder's fee is asserted
against the party to this Agreement who did not request such services, the party through whom the
broker or finder is making the claim shall indemnify, defend (with an attorney of the indemnitee's
choice) and hold harmless the other from and against any and all such claims, demands and causes
of action and expenses related thereto, including (without limitation) attorneys' fees and costs.
10. No Assignment by Purchaser. The qualifications and identity of Purchaser are of particular
concern to the Seller. It is because of those qualifications and identity that Seller has entered into
this Agreement with Purchaser. During the period commencing upon the Effective Date and until
Certificates of Occupancy are issued for all of the Project, the Purchaser may assign this
Agreement to an entity in which the Purchaser has at least a fifty percent (50%) interest without
the prior written consent of the Seller. Except as otherwise set forth in the immediately preceding
sentence, during the period commencing upon the date of this Agreement and until Certificates of
17
Occupancy are issued for all of the Project, no voluntary or involuntary successor in interest of
Purchaser shall acquire any rights or powers under this Agreement, nor shall Purchaser make any
total or partial sale, transfer, conveyance, assignment, subdivision, refinancing or lease of the
whole or any part of the Property or the Project without prior written approval of the Seller, which
approval shall not be unreasonably withheld or delayed. Any proposed total or partial sale,
transfer, conveyance, assignment, subdivision, refinancing or lease of the whole or any part of the
Property or the Project, during the period commencing upon date of this Agreement and until
Certificates of Occupancy for all of the Project, without the prior approval of Seller, will entitle
Seller to its right of reentry and revesting as set forth in Section 11 hereof. For the reasons cited
above, Purchaser represents and agrees for itself, each member of Purchaser and any successor in
interest of Purchaser that prior to issuance by the City of National City of Certificates of
Occupancy for all of the Project and without the prior written approval of Seller (which shall not
unreasonably be withheld conditioned or delayed), there shall be no change in the membership,
management, control, or ownership or in the relative proportions thereof, or with respect to the
identity of the parties in control of Purchaser or the degree thereof, by any method or means other
than such changes occasioned by the death or incapacity of any individual prior to issuance of
Certificates of Occupancy for all of the Project. Purchaser shall promptly notify Seller of any and
all such changes whatsoever. In such event, this Agreement may be terminated by Seller, entitling
Seller to its right of reentry and revesting as set forth in Section 11 hereof.
11. Reentry and Revesting of Title in Seller After Closing.
(a) Conditions to Reentry and Revesting. Seller has the right, at its election, to reenter
and take possession of the Property, with all improvements thereon, and terminate this Agreement
and vest the Property in the Seller if after the Closing and prior to the issuance of the Certificates
of Occupancy for all of the Project, any of the following occurs, without the prior written approval
of Seller:
(1) Purchaser fails to commence construction of the Project within one hundred
eighty (180) days after Closing.
(2) Purchaser abandons or substantially suspends construction of the Project
required by this Agreement for a period of ninety (90) days after written notice thereof from Seller.
This provision shall not apply if the Project is suspended and the business of Purchaser is
temporarily interrupted due to strikes, fire, or similar extraordinary causes beyond Purchaser's
control; provided, however, Purchaser shall use its reasonable best efforts to eliminate the cause
for such interruption and return to normal Project operations as expeditiously as is reasonably
possible.
(3) Purchaser, without Seller's prior written approval (which approval shall not
unreasonably be withheld conditioned or delayed), alters the Project in a manner that varies
materially from the design of the same at the time of Closing, including without limitation
alterations to the use of the Property as a residential project, the number of dwelling units, number
or size of parking spaces, type of dwelling units, architecture, appearance, facades or landscaping.
Seller acknowledges and agrees that, notwithstanding anything to the contrary contained in this
Agreement, Purchaser shall have the right, in its sole and absolute discretion, and at its sole cost
18
and expense, to utilize the State density bonus in order to expand and/or change the scale of the
Project.
(4) Except as otherwise set forth in Section 10, above, Purchaser conveys or
transfers or suffers any involuntary conveyance or transfer of the Property prior to issuance by the
City of National City of Certificates of Occupancy for all of the Project.
(5)
with creditors.
Purchaser files for bankruptcy or enters into an insolvency arrangement
(6) Purchaser fails to obtain Certificates of Occupancy for all of the Project on
or before three (3) years of the Closing Date. This provision shall not apply if the Project is
suspended and the business of Purchaser is interrupted due to strikes, fire, or similar extraordinary
causes beyond Purchaser's control; provided, however, Purchaser shall use its reasonable best
efforts to eliminate the cause for such interruption and return to normal Project operations as
expeditiously as is reasonably possible.
(7) Except as otherwise set forth in Section 10, above, there is a change
(voluntary or involuntary) in the membership, management, control, or ownership of Purchaser or
in the relative proportions thereof, or with respect to the identity of the parties in control of
Purchaser or the degree thereof, by any method or means, other than such changes occasioned by
the death or incapacity of any individual prior to issuance of Certificates of Occupancy for all of
the Project, which was not approved in writing by Seller prior to such event (which approval shall
not unreasonably be withheld conditioned or delayed).
(b) Limitations on Right of Reentry. Seller's right to reenter, terminate and revest the
Property shall be subject to Seller providing Purchaser with written notice and be limited by and
shall not defeat, render invalid or limit any mortgage or deed of trust consented to by Seller in a
writing recorded against the Property.
(c) Resale By Seller After Revesting. Upon the revesting in Seller of title to the
Property as provided in this Section 11, Seller shall, pursuant to its responsibilities under state law,
use its reasonable efforts to resell the Property as soon and in such manner as Seller shall find
feasible and consistent with the objectives of such law and of the Redevelopment Plan, as it exists
or may be amended, to a qualified and responsible party or parties (as determined by Seller in its
sole and absolute discretion) who will assume the obligation of making or completing the Project,
or such improvements in their stead as shall be satisfactory to Seller in its sole and absolute
discretion and in accordance with the uses specified for the Property or part thereof in the
Redevelopment Plan. Seller may resell the Property to such persons, for such amounts and on
such terms and conditions as reasonably determined by Seller, provided that any sale of the
Property for an amount insufficient to pay-off all mortgages or deed of trust recorded against the
Property which were consented to by Seller in writing, shall be subject to the approval of the
beneficiaries of such deeds of trust.
19
(d) Seller Entitled to All Resale Proceeds. Upon such resale of the Property by Seller,
the net proceeds thereof after repayment of any mortgage or deed of trust encumbering the Property
which is permitted by this Agreement, shall be solely the property of the Seller.
(e) Rights and Remedies are Cumulative. The rights established in this Section 11 are
not intended to be exclusive of any other right, power or remedy, but each and every such right,
power, and remedy shall be cumulative and concurrent and shall be in addition to any other right,
power and remedy authorized herein or now or hereafter existing at law or in equity. The rights
are to be interpreted in light of the fact that Seller will have conveyed the Property to Purchaser
for redevelopment purposes, particularly for development of the Project and not for speculation.
(f) Inaction Not a Waiver of Default. Any failures or delays by Seller in asserting any
of its rights and remedies under this Section 11 shall not operate as a waiver of any default by
Purchaser or of any such rights or remedies, or deprive Seller of its right to institute and maintain
any actions or proceedings which it may deem necessary to protect, assert or enforce any such
rights or remedies shall govern the interpretation and enforcement of this Agreement.
(g) Agreement Affecting Real Property. At Closing, the Seller and Purchaser shall
cause an agreement affecting real property, in a form reasonably acceptable to both the Seller and
the Purchaser, against the Property securing the conditions of this Section 11. The Seller shall
subordinate such agreement affecting real property to the Purchaser's financing security
instruments.
12. Notices. All notices under this Agreement shall be in writing and sent (a) by certified or
registered mail, return receipt requested, in which case notice shall be deemed delivered three (3)
Business Days after deposit, postage prepaid in the United States Mail, (b) overnight by a
nationally recognized overnight courier such as UPS Overnight, or FedEx, in which case notice
shall be deemed delivered one (1) Business Day after deposit with that courier, (c) by personal
delivery, in which case notice shall be deemed delivered upon the actual date of delivery, or (d)
by email, in which case notice shall be deemed delivered upon the actual date of delivery. All
notices shall be delivered to the following addresses (unless changed by written notice to the other
persons given in accordance with this Section 11:
20
To Seller:
Copy to:
To Purchaser:
Copy to:
13. General Provisions.
City of National City
1243 National City Boulevard
National City, California 91950
Attn: Brad Raulston
Email: braulston@,nationalcitvca.gov
Office of the City Attorney
1243 National City Boulevard
National City, California 91950
Attn: Roberto M. Contreras
Email: rontreras@nationalcityca.gov
Christensen & Spath LLP
550 West C Street, Suite 1660
San Diego, California 92101
Attn. Walter F. Spath, Esq.
Email: wfs@candslaw.net
Protea National City, LLC
2358 University Avenue, #1765
San Diego, California 92104
Attn: Andrew Malick
Email: andrew@,malickinfill.com
Protea Properties, LLC
3262 Holiday Court, Suite 100
La Jolla, California 92037
Email: Jeffrey Essakow
Email: jessakow@proteaproperties.com
(a) Governing Law. This Agreement shall be interpreted and construed in accordance
with California law.
(b) 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.
(c) 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.
(d) 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.
21
(e) 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.
(f) Entire Agreement. This Agreement contains the entire agreement between the
parties relating to Purchaser's acquisition of the Property from Seller and development of the
Property and all prior or contemporaneous agreements, understandings, representations or
statements, oral or written, are superseded.
(g) 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.
(h) Survival; No Merger. This Agreement, including without limitation, all
representations, warranties, covenants, agreements, indemnities and other obligations of Seller and
Purchaser in this Agreement, shall survive the Closing of this transaction and will not be merged
into the Grant Deed or any other document.
(i) No Third -Party Rights. Nothing in this Agreement, express or implied, is intended
to confer upon any person, other than the parties to this Agreement and their respective successors
and assigns, any rights or remedies.
(j) Time Of Essence. Time is of the essence in this Agreement.
(k) 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 reasonable 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.
(1) Relationship. Nothing contained in this Agreement shall be deemed or construed
by the parties or by any third person to create a relationship of principal and agent or partnership
or a joint venture between Purchaser and Seller or between either or both of them and any third
party.
(m) Recording. This Agreement shall not be recorded by one party without the consent
of the other party.
(n) Seller Approval. Where this Agreement refers to an action or approval of the Seller,
it shall mean the approval of the Executive Director of the Seller, or designee, unless otherwise
provided.
22
(o) Exhibits and Recitals Incorporated. All exhibits referred to in this Agreement are
hereby incorporated in this Agreement by this reference, regardless of whether or not the exhibits
are actually attached to this Agreement. The Recitals to this Agreement are hereby incorporated
in this Agreement by this reference.
(p) Independent Counsel. Seller and Purchaser each acknowledge that: (i) they have
been given the opportunity to be represented by independent counsel in connection with this
Agreement; (ii) they have executed this Agreement with the advice of such counsel, if such counsel
was retained; and (iii) this Agreement is the result of negotiations between the parties hereto and
the advice and assistance of their respective counsel, if such counsel was retained. The fact that
this Agreement was prepared or negotiated by Purchaser's or Seller's counsel as a matter of
convenience shall have no import or significance. Any uncertainty or ambiguity in this Agreement
shall not be construed against either party due to the fact that Purchaser's or Seller's counsel
prepared or negotiated this Agreement in its final form.
(q) 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 to the other party 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 have executed this Agreement as of the date first
above written.
SELLER:
City of National City
Leslie Deese, City Manager
APPROVED AS TO FORM:
Angil P. Morris -Jones, City Attorney
B
(SIGNATURES CONTINUED ON FOLLOWING PAGE]
23
PURCHASER:
Protea National City, LLC, a California limited liability company
By: Protea National City, LLC
By:
Bv:
Andrew M
Jeffrey Ess, Manager
Exhibit A
Legal Description of the Property
All that certain real property situated in the City of National City, County of San Diego, State of
California, described as follows:
Lots 11, 12, 13, 14, 15 16, 17 18, 19 and 20 in Block 2 of W.C. KIMBALL'S SUBDIVISION OF
10 ACRE
Lot 1 in Quarter Section 154 of Rancho De La Nacion, in the City of National City, County of San
Diego, State of California, according to map thereof No. 105, filed in the Office of the County
Recorder of San Diego County, March 10, 1887.
APN: 556-472-26
(End of Legal Description)
25
Co
0
N
W
Ca
8TH AND B
NATIONAL CITY, CA
Site Location
130 East 8th Street
National City, CA 91950
Development Team
Malick Infll Development
Protea Properties
Principal Contact
Andrew Malick
E: andrew@malickinfill.com
T: 619.252.8465
Contact Address
3262 Holiday Ct. #100
La Jolla, CA 92037
R
MALICK
INFILL DEVELOPMENT
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
TABLE OF CONTENTS
Cover Letter 3
Project Description 4
Developer Entity 11
Project Related Experience 12
Project Personnel 18
Project Design Concept 20
Community Benefits 44
Schedule 45
Project Pro Forma 46
STH S B NATIONAL CITY I MALICK INFILL DEVELOPMENT • PROTEA PROPERTIES 2
.8.3!q!4x3 L ON;auwgoeuy
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
In revlewing the information provided in these materials. please keep in mind that the 8th and B project is still In the development stage. many
of the items are preliminary concepts or estimates. We are actively reviewing and refining the Project to reflect site and market conditions and
opportunities, feedback from the City and other stakeholders, and other considerations- Asa result, many aspects of the Project described In these
materials, including but not limited to, the cost, design (Including unit types, unit count, and square footages), programming (Including target retail
tenant mix), profonnas, and development schedule, will change over time. Please contact us if you wish to receive an update on the Project or on
any of the information contained herein.
Tonya Hussain
Executive Secretary to Brad Raulston
1243 National City Blvd.
National City, CA 91950
RE: RFP Submittal Package for 130 E 8th Street
Ms. Hussain:
I am pleased to present our submittal for the 8th Street Lot.
Site Purchase Price: $500,000
Pnmary Contact: Andrew Malick
andrew@malickinfill.com
619.252.8465
JV Developer: Paul Gehrini
Protea Holdings
858.457.5593
Architect:
Respectfully,
Ben Dalton
The Miller Hull Partnership
619.323.1101
Andrew S. Malick
Director, Malick Infill Development
MALICK
!NEILL DEVELOPMENT
•TH \ B I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
8,1!4!yX3 L'ON lauwyOelTV
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
VISION & CONCEPT
THE DEVELOPMENT AT BT" AND B IS ENVISIONED
AS A PROJECT THAT WILL ENHANCE THE QUALITY
OF LIFE FOR ALL CURRENT AND FUTURE NATIONAL
CITY RESIDENTS.
The bold aim in designing this project is to create a place
as diverse and culturally rich as the city itself. The building
will be artfully designed to respect the character and history
of its setting. It will also pay tribute to the evolving trends of
our society and embrace the technological advancements
that have changed our lifestyles. Residents will be
encouraged to walk, bike, take transit and other altemate
forms of transportation, spend more time outside and
engage with their neighbors.
The housing will be inclusive of multiple income levels and
stages of life. The commercial spaces will be adaptable to
multiple business types and will be offered an affordable
price point that allows small businesses to participate in the
growth of the city. Most importantly, the development will
foster a strong sense of community by creating public and
semi -private communal gathering spaces.
8TH ♦ B I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
3
»8» 3!4!4x3 'oN;euwyoeAb'
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
PROJECT COMPONENTS
HOUSING
MICRO -UNITS [82 UNITS; 300 SF]
Providing attainable single occupancy housing for young professionals, minimalist couples, seniors, and military
personnel, with shared indoor and outdoor amenity areas to foster community. Every unit includes private outdoor space.
CO -LIVING SUITES [6 2-BR SUITES; 650 SF / 4 3-BR SUITES; 690 SF]
Designed to offer a shared suite living experience for students, recent graduates and military personnel, or a live/work
opportunity. These larger suites will include larger balconies overlooking 8' Street.
TERRACE TOWNHOMES [10 UNITS; 800 SF]
Well -suited for couples and young families, Terrace Townhomes feature two bedrooms and 1 % baths in two -levels
with exterior entrances and a private outdoor patio or balcony.
ROWHOMES [6 UNITS; 1300 SF]
An urban living option for couples and families (including multi -generation families), this collection of three-story
Rowhomes fronting East 9`h Street will feature 3 bedrooms and 2 baths. These Rowhomes are designed to be in keeping
with the residential scale on East 93 Street, with front porches to provide 'eyes on the street" and private outdoor space.
MICRO UNIT
27- B•
J
3 BEDROOM COIMNG SUITE
COMMERCIAL
The overall vision for the commercial space component of the project is to offer an opportunity for small locally -
owned business to get their start in National City or to take the next step from a home -based business or farmers
market booth to a fixed storefront location. To make this an attainable option, the development will offer smaller scale
footprint with potentially some shared infrastructure (restrooms, etc.) along with flexible short-term leases to provide
a lower up -front investment. In turn, this provides a double benefit for the community in creating a true sense of place
with an authentically local experience, and the personal relationships that came with the mom-and-pop stores of the
past. Aligned with the micro -living concept and related current trends in the shared economy such as co -working,
tech hubs and incubators, maker spaces, and pop-up retail, these new venues will provide a vibrant space that is
appealing and engaging for residents and visitors alike.
MICRO RETAIL / OFFICE
Multiple small retail and F&B storefronts will allow opportunities for entrepreneurial incubator small businesses. An
appropriately curated mix of business will also encourage increased foot traffic at all times of day. Some options
currently being explored for these spaces include:
• A storefront communal market for local artisans along 8' Street adjacent to the new signature restaurant, similar to
Simply Local in North Park, Pangea Outpost in Pacific Beach, or Leaping Lotus in Solana Beach
• A small scale coworking space to provide flexible access to private meeting space and other business services and
amenities for solo professionals
FOOD & BEVERAGE
The anchor of communities is great food. Central to this development will be a signature restaurant on 8' Street
which will retain the existing Auction House storefront. While it is very early in the concept development and tenant
selection process for this space, it is envisioned as a modem, casual public gathering space that will help cultivate the
downtown neighborhood. In addition, a coffee/juice bar opening off B Street and connecting to the residential lobby
will provide an opportunity for residents and neighbors to meet and mingle over a breakfast beverage or afternoon
snack. The micro -storefronts along B Street are anticipated to serve as incubator spaces to launch locally based F&B
outlets such as tamale or lumpia stands. Together, these experiences will enhance the downtown center, contributing
to a vital and active street life.
BTU & B I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
w8, 3!9!4x3 1. 'ON ieuwyoew
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
PROJECT COMPONENTS
GATHERING
PUBLIC GATHERING
The development will provide a variety of opportunities for public gathering spaces, including the potential for
indoor/outdoor seating at the planned F&B storefronts and coffee shop/juice bar along B Street and the proposed
parklet at 8' Street adjacent to the new signature restaurant. The front portion of the alley at 86 Street is
proposed to be vacated to create a public parklet with street furniture, landscape, and public art. This new public
gathering space could host pop-up events such as micro art -fairs or craft markets, a food truck night, etc.
RESIDENTIAL COMMUNITY SPACE [2000 SF INDOOR; 6000 SF OUTDOOR]
A key component of this development is the shared amenity areas that will provide the opportunity for residents
to meet and mingle both informally and with planned events to foster a sense of community and encourage
interaction with the downtown neighborhood. The lobby will open from B Street and will offer casual seating, local
art and the opportunity to connect with their neighbors and the community at large through the interlinked coffee
shop/juice bar, which will also have its own storefront entrance on B Street. Residents can check their mail, wait for
their Uber or Lyft pickup, get a cup of coffee, refuel with an afternoon smoothie, or late night snack.
The hub of the residential communal space is at the podium level, which will feature a 1200 SF clubroom with
kitchen and lounge area, with floor -to -ceiling windows overlooking 8°i street, opening on to an expansive outdoor
terrace with casual seating. The visibility to the street level will help to energize the public realm. Completing
the amenity experience on this level will be a fitness center with glass walls opening to the terrace, conveniently
adjacent laundry area, and resident storage areas.
A Sky Lounge overlooking B Street, will provide a more intimate outdoor living room for residents to gather to
relax and socialize, with a fire feature and barbeque area. With high speed wireless intemet and a projection wall,
residents can enjoy their own entertainment in this casual outdoor setting.
PUBLIC ART AND OFF SITE IMPROVEMENTS
The development team is excited to explore opportunities to partner with the arts organizations A Reason to Survive
(ARTS) and/or other local artists to create murals on exterior facades, particularly those visible from the new public
spaces such as the pocket park. The project will incorporate the work of ARTS students and/or other local artists in
the residential lobby area and the planned adjacent coffee shop/juice bar as well as the community clubroom. With
the agreement of the City, the development will reclaim a portion of the alley fronting 8' Street as a public gathering
space, with enhanced pavers, seating, and landscape to activate the street'. Bike racks at or near this location will
foster active transportation. The team will also look to align with the mission of the Creating Vibrant Neighborhoods
Initiative (CVNI) and collaborate on future projects in the downtown specific plan area.
• Only the front portion of the alley will be vacated, allowing access from 9° street to the existing loading area for the market.
BTH i e I NATIONAL CITY I MALICK INFILL DEVELOPMENT 8 PROTEA PROPERTIES
6
w9, 3!Q!gx3 6 'oN lauwyoeuy
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
PROJECT COMPONENTS
PARKING AND MOBILITY
The 8' and B project has been designed as a Transit Oriented Development. Located in the heart of downtown, the site is
within 'A mile of the trolley station along a walkable route, and within close proximity to two high performing transit routes
(the 929 to Downtown and the 955 to SDSU). Boasting a walk score of 87, residents will be able to complete most errands
on foot, including easy access to shops, restaurants, medical facilities, schools, churches, the library, and Kimball Park. The
development is designed to appeal to those who will embrace the car -free lifestyle, preferring instead to walk, bike, and take
transit or uber/lyft to their destinations. Residents who are members of the military could choose to carpool or vanpool to the
base. Students and faculty of Southwestern College would enjoy a quick walk to campus.
The proposed Downtown Specific Plan includes goals designed to reduce the reliance on automobile travel, including
updating minimum unit size standards to allow for smaller units with associated reduced parking requirements, offering a
parking bonus program to lower parking requirements in response to actions that will help reduce parking demand, and
encouraging projects to include a Transportation Demand Management Plan.
Consistent with these goals and objectives, including the Draft Parking Bonus Plan criteria, the development team proposes
the following measures to support a reduced parking requirement:
Parking garage will be accessed from the alley to minimize the loss of on -street parking spaces
• The parking garage will be fully screened from the public right of way on all sides
• Curb cuts will be minimized to protect on street parking
• Secure bike parking will be provided internal to the project (54 covered spaces)
• The project includes a mix of uses for local serving retail and services
• Micro -unit parking will be unbundled from leases
• Priority parking will be provided forvanpool/carpool users
• A dedicated on -street space will be provided at the lobby entrance on B Street for uber/tyft/vanpool dropoff and pickup
• Off -site bike parking will be provided
• A Transportation Demand Management Plan will be provided to make it easy for residents to utilize altemative
forms of transportation
The development, with a total of 108 residential units, will provide a total of 80 parking spaces on -site, both on -grade
and in a parking garage fully screened from view (an average of .74 spaces/unit). The development team proposes a
new city standard of .5 parking spaces per micro -unit. The parking requirement could then be expressed as follows:
UNIT TYPE R OF UNITS PARKING RATIO REQUIREMENT
MlcrounIts 82 5 41
Co -living SURes 10 10
Terrace Homes (2BR) 10 10
Row Homes (3 BR) 6 6
Total 108 67
PROPOSED PARKING
In addition to the on -site parking, there are 10 spaces available along the west side of B Street, 6 spaces on 8'
street fronting the property, and 4 spaces on the north side of 9' street, for a total of 20 on -street parking spaces.
These spaces will offer additional parking for residents as well as retail uses.
8T11 8 8 I NATIONAL CITY I MALICK INFILL DEVELOPMENT 8 PROTEA PROPERTIES
8 l!q!yx3 l'ON lauwyoely
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
TO DbNNTOWR
•
•
ro DOWMOVM•Y _ __
1/ 1N
•
•
TROLLEY ROUTE
SUS ROUTE
CURRENT BIKE ROUTE
:NUPE SKE ROUTE
• TRANSIT STOPS
•
•
•
•
•
•.
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• • •.
•
•
•
•
•
•
•
• •
•
•
TRANSIT MAP WALKING RADIUS
Ble AAA.
1111 — — —. 10 BMwr
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The site is just a short walk from high -performing transit, including the trolley and bus routes 929 to downtown With a transit score of 87/100, the site is ideally located in an urban area already housing a variety of
and 955 to SDSU. services. Residents will have easy access to nearby markets, parks, restaurants, and light rail.
STH • 9 I NATIONAL CITY I MALICK INFILL DEVELOPMENT A PROTEA PROPERTIES a
.8. 3!9!4x3 l 'oN lauwgoe y
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
FINANCIAL STRUCTURE
It is the aim of this project team to finance this market -rate project only with private equity. However, the team is
committed to ensuring the financial feasibility of this project, and therefore recognizes that the uncertainty of the
land valuation may require seeking alternate sources of funding support including from public and/or public/private
sources. This could include development incentives to be determined in cooperation with the City such as deferral
of impact fees, permit fees and other fees until construction; providing a reduction or elimination of any applicable
traffic impact fees for commercial development due to lower traffic generation; and/or establishing an altemative
residential development impact fee calculated on the basis of square footage rather than number of units.
(Note: The City of San Diego is currently considering implementing each of these incentives. and more, in
connection with the Smart Growth and Land Use Committee Work Plan, February 10, 2017).
The location of the project site in close proximity to high -performing transit as well as neighborhood amenities such
as schools, parks, a fresh food market, medical services, etc. may also provide the opportunity to seek funding
sources such as New Markets Tax Credits, the Smart Growth Fund sponsored by CivicSanDiego to foster the
development of workforce housing, or other sources.
'CMc San Diego enEdpetes being ade to offer NMTC tvnding opporpnlles In projects es smell es 12M. potentials a04Ang tor a cese-9 cehe
retail Component of the pretest Wet a small "nwnt of residenea to tell willen NMTC project Ands.
'The Smart Growth Fund Is eneMpeIed to bunch m.62018 and .Nil offer low Interest bans b,esl9enial end raked use protects MNcd probe
bouslrg Iw up b 200% eke
OPERATIONAL BENEFITS TO THE CITY
Operational benefits to the City from this development include but are not limited to:
• Property Tax revenue, including potential increase in property tax values in the surrounding area
• Sales tax revenues from the project's commercial/retail components as well as adding residents to
downtown who will spend $ in National City, supporting local retail and service markets
• Adding housing/residents to downtown will help provide a consumer base to incentivize other businesses
to locate downtown
• Providing housing well suited for members of the military will encourage more military personnel to live
downtown and frequent downtown shops and restaurants
• Adds to the mix of services and retail opportunities within downtown to help keep money in the local economy
• Micro -retail focus supports formation and growth of small businesses and provides employment opportunities
for National City residents
RTH • R I NATIONAL CITY I MALICK INFILL DEVELOPMENT • PROTEA PROPERTIES
9
.8« 1!9!4x3 l 'oN;euwyoeuy
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
COMMUNITY BENEFITS
& OUTREACH
The development team is committed to creating a project that is
sensitive to the neighborhood context and is inclusive of, and serves
the needs of, the local community. To that end, the team is in the
process of making connections with local stakeholders such as the
National City Chamber of Commerce, the South San Diego Small
Business Development Center, Olivewood Gardens and Learning
Center, and A Reason To Survive Arts Center (ARTS).
As the selection process for this RFP continues, the team is excited
to share the vision and encourage feedback from other community
groups and organizations including:
• Kimball Park Neighborhood Council
• Southwestern College
• Filipino American Chamber of Commerce
• Kiwanis Club of National City
• National City Rotary Club
• Environmental Health Coalition
• San Diego County Hispanic Chamber of Commerce
• South County Economic Development Center
• Council of Phillippine Americans
• Chicano Federation of San Diego County
ITN a If I NATIONAL CITY I MALICK INFILL DEVELOPMENT A PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
THE PARTNERSHIP
8th & B will be developed by a JV partnership between
Malick Infill Development and Protea Properties.
The managing partners of the development entity will be
Andrew Malick and Jeff Essakow.
Core Consultants
Kathy Breedlove
Phillip Esteban
Pamela Salisbury
Linda Skemp
Project Management /
Entitlement
Malick Infill Development
Andrew Malick
8T" & B DEVCO, LLC*
Malick Mill Development / Protea Properties
Architect
The Miller Hull Partnership
• Entity name is subject to change.
Given Me supply contmined construction market. a geceral contractor partner Mill be selected through a bard ad process
Structural
DCI Engineers
Civil
SWS Engineers
President
Jeffrey Essakow
Underwriting / Financing
Protea Properties
Paul Gherini
Landscape
McCullough Landscape
Architecture
General Contractor
TBD"
8TH R B I NATIONAL CITY I MALICK INFILL DEVELOPMENT R PROTEA PROPERTIES
,8 i!4!4X3 L 'ON lauwq elly
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
PROJECT RELATED EXPERIENCE: PROTEA PROPERTIES
FLOWER HILL PROMENADE, SAN DIEGO, CA
RELEVANCE TO NATIONAL CITY
• Mixed -use
• Enhance the pedestrian experience
• Community catalyst project
Size:
171,000 SF; 15 Acres
Protea Properties
3262 Holiday Ct # 100
La Jolla, CA 92037
T: 858.457.5593
E: pgherinl@proteapropertles.com
Renovation 8 Expansion by
SGPA Architecture and Planning
1545 Hotel Clyde South, Studio 200
San Diego, CA 92108
T: 619.297.0131
E: Infosd8sgpa.00m
The renovation of Power Hill Promenade focuses on the customer experience,
integrating hospitality elements in its common areas and blending retail with
active uses. Food, leisure, and entertainment draw customers to visit the mall
more often —and linger to enjoy the amenities.
Located near Califomia's famous Del Mar racetrack, the Flower Hill shopping
center is an open-air collection of local boutique retailers and upscale
restaurants. This mixed -use project includes a full renovation of common
spaces, new construction (Whole Foods Market and Sharp medical offices), and
landscaping. The renovation clarified the purpose of the building from the street
by increasing visibility of storefronts and entryways, and decreasing automotive
traffic along the front streetscape. New palm trees and landscaping add to
the natural appeal, making Flower Hill a place where shoppers are happy to
spend their time.
A new parking structure was created and is tucked into the hillside behind
the retail, adding 400 unobtrusive parking spaces and alleviating vehicle
congestion at the storefronts.
5TN & 8 I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
12
�8, 3!9!4x3 L 'oN;auwyoeuy
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
EEZ 40 096
PROJECT RELATED EXPERIENCE: MALICK INFILL
TWELVE ON ALABAMA, SAN DIEGO, CA
RELEVANCE TO NATIONAL CITY
• Modem amenities
• Transportation access
Mee:
8,000 SF
Number of Units:
12
Mallck Inflll Development
Andrew Mallck, Director
T: 619 252.8465
E: androw@malickinfill.com
Prior to this project, small scale developers avoided the North Park
neighborhood. Existing market rental comps were virtually half of what this
project rented for at initial lease -up. Surrounding property owners took notice
and began investing in their single family homes and underperforming multi-
family properties. Developers also took notice. spurring a mini building boom
in the neighborhood.
Twelve on Alabama brought new and
modem apartment living to North Park.
The neighborhood was always cool, this
project helped other developers recognize
it. Designed, built and developed by Butler
Malick Master Builders,
ATM! B I NATIONAL CITY I MALICK INFILL DEVELOPMENT A PPOTEA PROPERTIES
NORTH 30, SAN DIEGO, CA
RELEVANCE TO NATIONAL CITY
• Modern amenities
• Transportation access
• Mixeddrse
Size:
9,000 SF
Number or Units:
12
Commercial Space:
3 Boutique Retail / Office Storefronts
Malick !Mill Development
Andrew Mallck, Director
T: 619 252 8465
E: andrew@malickinnll com
Located at the ultimate node on the 30th Street corridor in North Park,
this mixed use project features roof decks and a private interior courtyard
for residents. This project proved that new units don't need to be large to
command premium rents. A focus on connection to the outdoors through the
use of large windows and tall ceilings help these units feel grander than they
actually are. Designed, built and developed by Butler Malick Master Builders.
„8„ i9!gxa l oN louwyoolIV
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
PROJECT RELATED EXPERIENCE: PROTEA PROPERTIES
SEAPORT, SAN DIEGO, CA
RELEVANCE TO NATIONAL CITY
• Activated ground floor plane
• Enhance and bring community together
• Mixed -use project: retail, dining, entertainment,
education, hospitality, maritime
• Promotes effective use of outdoor apace
Proles Properties
3262 Holiday CI # 100
La Jolla, CA 92037
T: 858.457.5593
E: pgherinl@proteaproperlles.com
Seaport is a unique reimagining of one of the most important pieces of real
estate on San Diego's waterfront. It has been designed to provide valuable
community resources and world -class amenities and attractions for residents
and visitors alike. Bringing families and friends together for relaxation,
education and fun to create what we believe will be a new image for our great
city on the water.
The new Seaport will offer something for everyone, from local residents to
tourists. An expanded park and public space will open the waterfront to more
people; street shops and restaurants of all kinds will bring new vitality to the
waterfront and downtown; a hospitality core made up of lodging suitable
for all pocketbooks will bring 24/7 vitality and activity; lifelong education will
be a major component in a marine -focused charter school and facilities for
continuing studies; water sports, an outdoor gym, beach volleyball, boating
and swimming are also essential parts of the plan. And of course there will
also be the simple pleasures of just sitting on one of our beaches or strolling
along the expanded esplanade. Added to this there will be anchor attractions
like the state-of-the-art aquarium as well as The Spire that will carry locals
and visitors 500 feet above the bay to enjoy the breathtaking views.
Seaport will be a destination that brings life to the San Diego waterfront.
Through its wide range of exceptional amenities, improvements and
partnerships, it will provide a sought-after experience that's fresh and full of
energy, creating an environment that benefits residents as well as visitors
and members of the community.
NTH a e I NATIONAL CITv I MALICK INFILL DEVELOPMENT 8 PROTEA PROPERTIES
8 3!9!4X3 l oN Touwgoeuy
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
PROJECT RELATED EXPERIENCE: THE MILLER HULL PARTNERSHIP, LLP
IDEA I, SAN DIEGO, CA
RELEVANCE TO NATIONAL CITY
• Provides a campus hub for design
and related cultural activities
• Enhance the pedestrian experience
• Community catalyst prefect
Size:
129,000 SF
295 Units
The Miller Hull Partnership, LLP
Caroline Kreiser, AIA, Principal
2150 West Washington Street, Suite 113
San Diego, CA 92110
T: 619.220 098<
E: ckrelsergtmlllerhull.com
Client Contact:
Rob Rittenhauer
Lowe Enterprises
858.565.7285
RReitenourgtloweenterpdoes.com
ITN a S I NATIONAL CITY
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IDFA1 is the first step to establishing the DIsbicts vision of becoming San
Diego's design + technology innovation hub. This will be achieved by mixing the
critical uses —office, residential, and retail — in a way that encourages interaction
between inhabitants of this block and the larger community. The design
principles that support an innovation ecosystem are on display in this project to
act as an inspiration for other I.D.E.A. District designers and developers.
Creative Office Space: 50,000 sf of future office space. Offices wit
be available with large open bays - designed as raw, creative, and
reconftgurable space. With high ceilings and full height glazing, we are
confident that It will be highly desirable to creative individuals and firms.
Startup Housing: With 295 total units, our focus is on building flexible,
fresh and current spaces for today's urban dweller. Target residents include
entrepreneurs, creatives, recent grads, and downtown workers.
Retail and Restaurants: 12,000+ sf of street level retail Intended for unique
tenants that can provide the physical and social settings to encourage
collaboration between the diverse inhabitants. For example, a craft beer pub,
featuring live music, that becomes the watering hole for the District. Or a
"Maker Space" that allows for quick prototyping of new ideas.
YOUNCONE, SEATTLE, WA
Size: 100,000 SF 115 Units
voungone is a true mixed -use project with corporate, residential, retail and
manufacturing. It Is envisioned as a vertical campus providing the North American
headquarters for an International manufacturing company. The site is located on the
West Seattle waterfront, offering breathtaking views of the downtown Seattle skyline. 15
market rate apartments will be both rentable or held for company use based on nerd.
The building will serve as a corporate headquarters, design lab, manufacturing and
contain a prototype bay and retail store. The activated ground floor plane enhances the
pedestrian experience and Interaction of residents and non-residents.
PIER 32, NATIONAL CITY, CA
Size: 10,000 SF
Awards: 2011 Orchid, San Diego Architectural Foundation
This mixed -use project in National City Includes marina support spaces, retail and
residential residents and non-residents. Two main buildings Ilnk pedestrian bridges and
a stair tower. These two buildings house marina support spaces including locker rooms
and showers, an exercise room, dry/heated storage, laundry facility, boater's lounge,
community roce confenroom, large outdoor terrace, grocery/food-service tenant space,
and open once spaces for the marina management and other tenants. Also included Is
a residential unit for rental, or to be used by the marina management/security.
THE SHAY, WASHINGTON, D.C.
Size: 237,000 SF
The Shay is part of a urban core revitalization project and includes mbred-use
residential. community areas and retail. The primary objective Is to create authentic and
distinctive architecture In the emerging Duke neighborhood just north of the downtown
Washington DC urban core_ This unique arts district has a gritty and semi -raw feel
that sets it apart from other more professional oriented neighborhoods In the city. We
see the Assemblage as having an eclectic rah of uses and architectural expression
that contributes to the vitality of the area. Retail and commercial spaces will have a
connection to the sidewalk and enhance the pedestrian experience.
333 DEXTER, SEATTLE, WA.
CO
Size: 600.000 SF n
This mixed -use development has a highly active grouts floor plane with commercial,
retail and restaurants. Miller Hull is working with Kilroy Realty Corporation to provide arr7
model work place that promotes produclkvity for world -class tenants, and contributes ta.
the revitalization of the South Lake Union Neighborhood In Seattle, Washington. Officar2
are being designed to favor collaboration areas over Individual offices In response to O
tenant demands. Raw, creative and reconftgurable space capable of serving a single
or multiple tenants with large open bays and generous windows wit allow maximum m
daylight and flexibility. M
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Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
PROJECT RELATED EXPERIENCE: THE MILLER HULL PARTNERSHIP, LLP I MCCULLOUGH LANDSCAPE ARCHITECTURE
NATIONAL CITY MARINA DISTRICT PLAN,
RELEVANCE TO NATIONAL CITY
• National City Planning Process
• Provides Community Identity
• Community Amenities, Walking Paths,
Outdoor Spaces
• Lend Use Planning Protect
The Miller Hull Partnership, LLP
Caroline Kreiser, AIA, Principal
2150 West Washington Street, Sulte 113
San Diego, CA 92110
T: 619.220.0984
E: ckrelser@milleshull.com
Phase 1: The first phase of the Marina District includes the addition of dry
boat storage and a boat maintenance shed along Marina Way, as well as a
recreational vehicle park, retail and amenities for RV site users in the
parcel north of Pier 32. The restroom at the North-East comer of the
marina will be upgraded and expanded, and an administration building
will be constructed within parcel 82. Along the jetty and marina there will
be series of "Environmental Living Units - small 'net -zero energy rental
cabins which will be topped with photovoltaics to produce their own power.
A dock and a small park at the end of the jetty provides public access to
the waterfront. Additionally, we propose to provide a series of buoys in the
Sweetwater channel for additional boating capacity. Farther west, there is a
proposed expansion to Pepper Park, doubling the public park space in the
Marina District.
Phase 2: Phase 2 of the proposed project includes the addition of an a
high -end and 3 additional boutique hotels. The Westem most portion of RV
parkingwill be replaced with a high-rise hotel and a smaller scale boutique
hotel, set framing a garden court. The hotel will include conference space
suitable for small conventions and an underground parking structure.
The North—East comer of the manna will receive two boutique hotels at
which point the southern most row of RV parking will be replaced with
both parking and the hotel will be phased per economic feasibility.
Build Out: Envisioning the full build -out of the site, the area adjacent to the
Marina incorporates hotel, restaurant and retail space. A pedestrian and
bike path runs between the buildings, creating a village at the marina. A
waterside boutique hotel accommodates 40 rooms and a second hotel in the
north east comer has 60 rooms with ground floor retail and amenity space.
RELEVANT EXPERIENCE
MCCULLOUGH LANDSCAPE ARCHITECTURE
• Mixed -use, Urban, Sustainable Design
• Landscape Layout, Irrigation
• Community Amenitlea, Outdoor Spaces
McCullough Landscape Architecture, Inc. (MLA)
David W. McCullough, RLA, ASLA, Principal
703 16th Street, Suite 100
San Diego, California 92101
T: 619.296.3150
E: david@miasd.com
McCullough Landscape Architecture (MLA) creates spaces for many hospitality,
retail, mixed -use and institutional properties around the world. Firm Principal
Landscape Architect and chief designer David McCullough provides a cutting -
edge, creative approach and has extensive experience in urban design and
design for the end -user, with an intemational portfolio of work. McCullough
oversees all projects with high quality control standards, and is Ilexibile and
consistent in meeting fast -track project schedule requirements as wet as
sustainable design requirements. He also brings strong technical skills related
to podium construction, pool design, rooftop gardens, LEED° design, planting
design, landscape layout, irrigation, and creating construction drawings.
Previous projects have earned awards and recognition in several national
publications. In addition, McCullough was appointed by Mayor Kevin Faulconer
to serve on the Historic Resources Board which govems the identification,
protection, retention and preservation of historical sites in San Diego.
STN a a I NATIONAL CITY I MALIcK INFILL DEVELOPMENT a PROTEA PROPERTIES
,9 I!q!4x3 l oN lauunpe v
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
PROJECT RELATED EXPERIENCE: DCI ENGINEERS I SWS CIVIL ENGINEERING, INC.
MERCADO DEE BARRIO, SAN DIEGO, CA
RELEVANCE TO NATIONAL CITY
• Local Proximity
• Similar Construction Type
DCI Engineers
Ryan Slaybaugh, Principal
101 West Broadway, Suite 1250
San Diego, California 92101
T: 619.234.0501
E: rslaybaughodol-engineers.com
DCI Engineers provided structural engineering services for this new, mixed -
use, residential project in the Barrio Logan area of San Diego. This project
consists of a multi -building development located at Cesar E. Chavez Parkway.
It includes commercial, restaurant and residential space, a clubhouse, office
space and a separate parking structure. The commercial space and restaurant
are located at grade level and are designed as 'cold shells." The total area is
approximately 46,000-sf. The clubhouse, office and leasing center are located
at Ole second level with residential lofts, for a combined area of 7,000-sf.
The residential portion of the project will consist of three-story residential unit
buildings, located above the commercial space with an approximate area of
90,000-sf.
The 66,000-sf, 210-stall parking garage structure is located within the middle
of a wrap around" residential constmction project, but designed to be
independent of the adjacent buildings.
The commercial and restaurant portion is Type V wood and the parking garage
is constructed of cast -in -place concrete. A long span framing option was chosen
to allow for a dear and open structure.
$TN It e NATIONAL CITV I MALICK !NEILL DEVELOPMENT x PROTEA PROPERTIES
AUTUMN TERRACE, SAN MARCOS, CA
RELEVANT EXPERIENCE
• Mixed -use, Urban, Sustainable Design
• Landscape Layout, Irrigation
• Community Amenities, outdoor Spaces
• LEED` Platinum Certified
SWS CMI Engineering, Ins.
Michael D. Schweitzer, PE
261 Autumn Drive, Suite 115
San Marcos, CA 92069
T: 760.744.0011
E: michael@swsangr.com
Michael designed and led construction administration services for Autumn
Terrace, an Infill, LEED Platinum, Mixed -Use Affordable Housing and
Commercial Retail development in San Marcos, located on a previously
severely underutilized site. SWS Engineering in partnership with Hitzke
Development, obtained approvals for a Specific Plan Amendment and new
Plot Plan, and provided onsite and offsite Civil Engineering, Surveying
and Construction Staking services from Entitlements through Construction
Administration. In addition to drastically reducing crime and improving the
aesthetics and quality of life for the residents, the development provided safe
spaces for community engagement, new pedestrian paths of travel to and from
an adjacent elementary school and generated new employment opportunities.
Autumn Terrace is one of the first LEED0 Platinum Certified Multifamily projects
in San Diego County.
„EL, i4!4X3 L. ON lauwy3elld
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
OPPORTUNISTS, VISIONARIES, AND
CRAFTSMAN. THE TEAM BEHIND BT" AND B IS
MADE UP Of PASSIONATE PLACEMAKERS AND
LOCALS. WE'RE ALL COMMITTED TO BUILDING
SOMETHING UNIQUELY NATIONAL CITY.
DEVELOPER TEAM
ANDREW MALICK
Malick Infill
Andrew Malick has nearly 20 years of experience in the real
estate development industry. During his career he has worked in
all three legs of the development process; construction, design,
and development. He has direct experience in land acquisitions,
land planning, entitlement processing, underwriting, debt &
equity sourcing, design, project estimating, project management,
construction implementation, lease -up, and property management.
His developments in the North Park are seen as being catalytic in the
revitalization of the area. He is currently developing a 60-unit mixed
use project on El Cajon Boulevard.
JEFFREY ESSEKOW
Protea Properties
Jeffrey Essakow is a Chartered Accountant and the Founding
Partner of Protea Holdings, LLC, Protea Properties, LLC and Protea
Property Management, Inc. He has developed in excess of $300
million in residential, commercial and retail projects and is currently
masterplanning a 350,000-square foot, mixed -use project in the
heart of La Jolla. As one of the three principals of Protea Water
Development, Jeffrey provides leadership and direction for the
economic and financial viability of the Seaport Project. As President
of Protea Properties, Jeffrey oversees all development activities and
is responsible for expanding the company's portfolio. His track record
as a successful entrepreneur, paired with proven financial and
management skills, position Protea as a company that can maximize
the potential of real estate development.
PAUL GHERINI
Protea Properties
Paul assists the Protea team with acquisitions and financial analysis.
He was a critical part of securing the Seaport project. Paul's previous
experience includes innovative adaptive reuse projects for Cruzan.
He has been a NAIOP member for eight years, and now serves
on the University Challenge and Developing Leader Steering
Committees. Paul will support the team with his extensive knowledge
of underwriting and financing.
ARCHITECT TEAM
CAROLINE KREISER
The Miller Hull Partnership
Caroline has over 20 years of diverse experience in the architectural
profession. She brings passion for sustainable architecture and
innovation as well as dedication to pragmatism to the project team. Her
skills include a thoughtful approach to project development with sensitivity
and respect for the nature of the site and the larger environment. Caroline
contributes strong organizational and communication skills to the team.
Furthermore, the meaningful integration of building, message and client
goals are under Caroline's constant scrutiny. Other strengths include
years of experience with public projects and construction administration,
as well as leading design workshops and eco-charettes.
BEN DALTON
The Miller Hull Partnership
As a design leader at Miller Hull, Ben brings over 15 years of experience,
including highly complex and sustainable projects. As a leader to the
design team, Ben is a great listener and he has a proven ability to sift
through a project's complexities to find an elegant and meaningful design
concept. He has demonstrated a history of integrating programmatic
needs and project realities (i.e. schedule and budget parameters) with
inspired conceptual solutions. He will provide continual inspiration to the
team and collaborate with all parties to turn the design into built reality.
LANDSCAPE ARCHITECT
DAVID MCCULLOUGH
McCullough Landscape Architecture (MLA)
As principal landscape architect, David oversees all aspects of the design
and production of firm projects at MLA. He serves as head designer
on all projects and maintains quality control on all work completed.
Previous projects have earned awards and recognition in several national
publications. MLA creates spaces for many hospitality, retail, mixed -use
and institutional properties around the world.
STH ! R I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
9„ i!q!gx3 L 'oN lauwyoelly
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
A GREAT PROJECT IS SEEN THROUGH WITH AN
EXPERIENCED TEAM.
STRUCTURAL ENGINEER TEAM
RYAN SLAYBAUGH
DCI Engineers
Ryan Slaybaugh has extensive experience providing structural
engineering services for the design and construction administration of
many different types of projects; including hospitality, parking and mixed -
use projects. Ryan has successfully managed many high -profile projects
and he specializes in the design of large cast -in -place concrete and
post -tensioned concrete multi -family residential structures and hotels.
He is also extremely knowledgeable about current building codes and
construction practices in both Washington and Califomia.
JONATHAN DECK
DCI Engineers
Jonathan Deck has experience providing structural engineering services
for the design and construction administration of many different types of
projects including residential, hospitality, higher education, military and
mixeduse projects. Jonathan specializes in concrete and post -tensioned
concrete, mufti -family residential structures and hotels. He is also well -
versed with regards to current building codes and construction practices
in California.
CIVIL ENGINEER
MICHAEL SCHWEITZER
SWS Engineering
Mr. Schweitzer has successfully managed the design and development
of many similar projects throughout Southern California, and applies this
experience to provide smart, sustainable and cost-effective site designs.
Working collaboratively with the project owner and integral team members,
Michael aids in maximizing the crucial components of a successful infill
project including innovative stone water treatment alternatives, parking
optimization and aesthetically pleasing and functional grading and offsite
improvements. In addition, Mr. Schweitzer's experience provides valuable
knowledge of processing through regional governing agencies, aiding in
thoughtful navigation and helping ensure projects are completed on -time
and on -budget.
LOCAL FOOD & BEVERAGE CONSULTANT
PHIL ESTEBAN
A graduate of The Culinary Institute of San Diego, Phillip brings a
wealth of culinary experience, including The Guild Restaurant & Lounge
in Barrio Logan, Craft & Commerce, and Tender Greens, where he
spent five years helping to expand the brand in Southem Califomia.
After a stint in New York City, Estaban joined local all-star chef Jason
Knibb at La Jolla's NINE -TEN before moving on to launch The Cork
& Craft, successfully putting the Rancho Bernardo restaurant on the
culinary map. In his current role as Research & Development Chef of
CH Projects, Esteban oversees menu development and contributes
to the hospitality group's culinary growth as it continues to refine its
popular restaurants, including Ironside Fish & Oyster, UnderBelly and
Craft & Commerce, and develop new restaurant concepts, including its
newest offering, Bom & Raised, in Little Italy. As Local Food & Beverage
Consultant, Phillip will assist the development team in formulating food
and beverage concepts for both the signature restaurant and micro F&B
outlets, and targeting outreach to engage potential tenants.
HOSPITALITY & LIFESTYLE CONSULTANT
KATHY BREEDLOVE
Kathy brings over 10 years' experience in resort planning and the
design and marketing of lifestyle experiences with a portfolio of
resort real estate offerings, including Beach Village at the Hotel
del Coronado; The Fitzgerald at Grove Park Inn, Asheville, North
Carolina; and Montelucia Resort Villas, Scottsdale, Arizona. Kathy
will work with the development team to refine the project design and
amenity mix to create a sense of community identity that will attract
and retain residents of mixed ages and incomes.
HOUSING & INTERIOR DESIGN CONSULTANT
PAMELA SALISBURY
Pamela has an extensive interior design and architecture background,
and has spent the last six years working in Facilities Operations for
the U.S. Navy. Pamela graduated Magna cum Laude from NewSchool
of Architecture and Design with a Master of Architecture, and studied
architecture at the Harvard Graduate School of Design. Her Masters'
thesis included extensive study of military housing environments.
Pamela will assist the development team in designing an environment
that will resonate with military personnel, including a curated mix of
retail and residential amenities.
IDENTITY, SIGNAGE, BRANDING CONSULTANT
LINDA SKEMP
A graphic designer and art director for over 10 years, Linda has a wide
variety of design experience ranging from print and digital marketing
to 360° advertising campaigns. She has worked with companies of all
sizes, from large brands such as Dasani/Coca-Cola and Intuit to mid-
size as well as smaller local businesses. Linda will collaborate with the
team to ensure high quality and consistency in the project branding,
signage and marketing materials.
STM • e I NATIONAL CITY I MALICK INFILL DEVELOPMENT A PROTEA PROPERTIES
8, i!q!4X3 l oN lauwgoeuy
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
ARCHITECTURAL NARRATIVE
DOWNTOWN NATIONAL CITY IS POISED TO TAKE A MAJOR
LEAP FORWARD IN BECOMING THE NEXT GREAT URBAN
NEIGHBORHOOD,
With its small town vibe, local character, existing services and proximity to both the Navy and
the heart of San Diego's downtown, National City has an opportunity to develop a vibrant
urban center uniquely its own.
8th & B is a development that recognizes this potential and is designed to be a launch point
for the urban lifestyle. Great variety is offered for both retail and residential typologies within
the building. To succeed in an emerging urban location, the development team understands
the importance of activating the street and curating retail opportunities at a range of scales.
promoting both attainable options for local businesses and variety for its customers. Each
street facade is designed to respect the successful parts of the existing architectural fabric
while looking to catalyze the future of a more walkable, 24/7 urban fife.
On the south end of the block, traditional townhouses are proposed to respect the
neighborhood scale along 9" Street. Brick will be used in the townhouse facades to insure a
quality housing product and to pull from the charming character of the historic row houses on
A Street. This scale of home is rare in new urban developments and offers opportunities for
families to remain in an urban space.
As 8th & B tums the corner, a vibrant streetscape with micro retail storefronts is planned along
B Ave, providing visual interest to pedestrians. Small scale start-up retailers and eateries will
get their start in these 400sf shops and deliver an array of options in an emerging location
that would not be possible with traditionally sized retail. Brick is continued at the upper levels
of this east facade and the scale jump is subtle with Terrace Townhomes sitting above a 25'
podium. These upper level residences are 2 bedroom units and offer additional diversity to the
housing options offered. The lobby for the main residential building is also located mid -block
on B Ave, contributing to an active street life.
Along 8th Street, the 25' podium continues and establishes a street frontage appropriately
scaled for an urban center. At 25', the podium provides high volume space to retail tenants
and aligns with the existing Auction House facade which will be renovated and restored to
serve as the home for a new signature restaurant. Leasable spaces along 8th Street will
be more traditional in depth at 30' providing an attractive retail space for larger tenants or
a neighborhood artisan market concept. The north end of the alley on the west side of the
building is proposed to be captured as a new parklet/public gathering space. Developed as
part of the 8th & B development, the parklet will support the new restaurant with opportunities
for outdoor seating, but will also be available to the public at all times.
Above the 25' podium, the residential building takes a final leap in scale and rises to the
90' height limit with 6 floors of residential micro -units. The east side of the residential tower
includes a view deck shaded with photovoltaic panels. One of the more interesting aspects
of the project is a shared podium level fully opening to 8th street on the northeast comer.
This terrace level takes full advantage of the local climate, providing over 5000sf of shared
outdoor amenity space. Opening onto this outdoor area are a shared club room and large
fitness room. The terrace opens fully at the northeast comer with lounge seating and BBQ
area - activating the street comer of 8th & B from above.
The architectural design will have a clean, modem feel while respecting the neighborhood
context with a building offering a variety of scales instead of one large mass. The
development will be an attractive addition to the downtown area, while contributing to an
enhanced architectural image for National City.
The building will be designed to a LEED'silver-equivalent and will include sustainable
features such as solar PV and green roofs.
8TH & 8 NATIONAI CITE MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
8 U9!4x3 l .oN lauwyoell`d
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
TERRACE TOWNHOMES
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CO -LIVING SUITES
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THE PROPOSED BUILDING, WILL ACT
AS A CATALYST FOR THE DEVELOPMENT
OF DOWNTOWN NATIONAL CITY.
8" and B will have a variety of residential unit types that will appeal
to a wide ranging demographic. The Rowhomes along 9'" street
are ideal for families. The Terrace Townhomes are ideal for small
families, couples, and singles. The micro units will ideally suit military
personnel, singles, and minimalist couples. Co -Living suites will
allow opportunities for roommates. live/work spaces, and students.
By incorporating micro and shared living units into the building, the
density will be increased beyond that of a typical market -rate project.
Additionally, the flexible micro -retail at the ground level will provide
multitude of storefronts, with retail bays sized to support companies
from start-up level to larger established vendors. Incorporating
opportunities for local food vendors and smaller retailers will help to
immediately activate 8th and B streets.
The density of the deveoplment provides much needed foot traffic
to support local retail. Activation of the street with the use of
landscaping, public art, and streetside dining will also help to create a
vibrant street life.
STN & 6 I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
21
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Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
CO -LIVING CONCEPT
EAST/WEST SECTION
GYM, LAUNDRY, FAMILY ROOM
SHARED SPACE
BACKYARD 8 BBO
GATHERING SPACE
3RD SPACE/DINING TABLE
NEIGHBORHOOD SPACE
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THE WHOLE BUILDING SERVES AS YOUR HOME
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SHARED SPACE
INDIVIDUAL BALCONIES
r 7+ PRIVATE SPACE
BEDROOM
PERSONAL SPACE
GARAGE
Co -living is gaining traction for a variety of reasons. Whether a couple wants to downsize to gain financial freedom or a
young professional wants to simplify their life, co -living can provide an ideal living solution for many people. 8' and B will
provide the residents with generous shared amenity areas, including outdoor living, providing the opportunity to socialize
with friends and neighbors. The building will become their home and the neighborhood is the amenity, allowing residents
to experience everyday life in a new way.
STORAGE
STN R B I NATIONAL CITY I MALICK INFILL DEVELOPMENT A PROTEA PROPERTIES 22
.8. 3!q!4X3 l 'oN iouwyoew
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
T.O. PAMPEf
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NORTH/SOUTH SECTION
SKY LOUNGE
SHARED SPACE
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RTH • B I NATIONAL CITY I MALICK INFILL DEVELOPMENT A PROTEA PROPERTIES
.8. 3!9!4X3 L 'ON 3euwyoew
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
■ RETAIL
■ ROWHOMES
IIAMENITY
BUILDING AREAS - level 1+2
PARKING COUNTS
STD ADA MOTO
IN GARAGE
64
3
2
ON GRADE
5
1
5
ON STREET
20
TOTALS
B9
4
7
OVERALL
100
AREA BREAKDOWN (S.F.)
ROW -
PARKING RETAIL HOMES
FLOOR 1
12,000
5,240
2,600
FLOOR 2
12,000
2,940
2,600
PODIUM TOWER TERRACE ROW -
HOMES
FLOOR 3
8,100
4,000
2,600
FLOOR 4
8,100
4,000
FLOORS
8,100
FLOOR 6
8,100
FLOOR 7
8,100
FLOOR 8
4,100
OVERALL
92,580
UNIT BREAKDOWN
3-BD Rowhouses 6
Terrace Townhomes 10
Co -Living Suites 10
Micro -Units 82
Total Residential Units 108
Not shown In this drawing Is bike storage, which Is provided Ina secured, cov-
ered area of the garage and will hold approximately 54 bikes or ratio of half a
bike per unit.
STU B B I NATIONAL CITY I MALICE INFILL DEVELOPMENT S PROTEA PROPERTIES
24
.8. 3!4!4x3 l 'oN;auwyoel4V
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
■ RETAIL
■ ROWHOMES
■ TERRACE TOWNHOMES
■ CO -LIVING SUITE
■ AMENITY
■ MICRO UNITS
BUILDING AREAS - level 3
PARKING COUNTS
STD ADA MOTO
IN GARAGE
64
3
2
ON GRADE
5
1
5
ON STREET
20
_
TOTALS
89
4
7
OVERALL
100
AREA BREAKDOWN (S.F.)
ROW -
PARKING RETAIL HOMES
FLOOR 1
12,000
5,240
2,600
FLOOR 2
12,000
2,940
2,600
PODIUM TOWER TERRACE ROW -
HOMES
FLOOR 3
8,100
4,000
2,600
FLOOR 4
8,100
4,000
FLOOR 5
8,100
FLOOR 6
8,100
FLOOR 7
8,100
FLOOR 9
4,100
OVERALL
92,580
UNIT BREAKDOWN
3-BD Rowhouses 6
Terrace Townhomes 10
Co -Living Suites 10
Micro -Units 82
Total Residential Units 108
Roughly2,000 SF of condlboned amenity space will be provided at terrace level
end le represented by the yellow box. Outdoor amenity space at the terrace level is
roughly 5,000 SF and at the Sky Lounge roughly 1,000 SF.
ITN I e I NATIONAL CITY I MALICK INFILL DEVELOPMENT I PROTEA PROPERTIES
25
,8,1!9!4X3 L. 'ON 1OUW 3euV
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
■ RETAIL
■ ROWHOMES
■ TERRACE TOWNHOMES
■ CO -LIVING SUITE
■ AMENITY
■ MICRO UNITS
BUILDING AREAS - summary
PARKING COUNTS
STD ADA MOTO
IN GARAGE
64
3
2
ON GRADE
5
1
5
ON STREET
20
-
TOTALS
89
4
7
OVERALL
100
AREA BREAKDOWN (S.F.)
ROW -
PARKING RETAIL HOMES
FLOOR 1
12,000
5,240
2,600
FLOOR 2
12,000
2,940
2,600
PODIUM TOWER TERRACE ROW -
HOMES
FLOOR 3
8,100
4,000
2,600
FLOOR 4
8,100
4,000
FLOOR 5
8,100
FLOOR 6
8,100
FLOOR 7
8,100
FLOOR 8
4,100
OVERALL
92,580
UNIT BREAKDOWN
3-BD Rowhouses 6
Terrace Townhomes 10
Co -Living Suites 10
Micro -Units 82
Total Residential Units 108
BTN & B I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES 26
.8. 3!9!4x3 l 'oN louuryoeuy
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
MICRO UNIT
3P-P
b
2T- r
L
2 BEDROOM CO -LIVING SURE 3 BEDROOM CO -LIVING SURE
Not pictured:
Terrace Townhomes and Rowhomes
REPRESENTATIVE UNIT PLANS
STN 6 6 I NATIONAL CITY I MALICK INFILL DEVELOPMENT 6 PROTEA PROPERTIES 27
.9.3!q!4X3 l ON leuwyoeuy
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
DEVELOPMENT ZONE 10
DEVELOPMENT ZONE 9
■ REQUESTED DEVIATION FROM CURRENT 35'
HEIGHT LIMIT ZONE 10
ZONE 9
ZONE 10
TONING ANALYSIS
The development team has made every effort to design the
project within the regulations of the Downtown Specific Plan.
Balancing the difficult site constraints, financial feasibility and
the development regulations, the proposed project deviates
only slightly from the Downtown Specific Plan and proposed
plan update. The project meets the intent of the plan if not all
of the specific regulations. The development team will request
a slight deviation from the current 36' height limit in zone
10 (to 47'), as well as the parking requirement reduction
discussed on page 7. Both of these modifications are
consistent with the intent of Specific Plan Update.
Development Zone #9
FAR: 5:1 max, 2.5:1 minimum
Maximum Height: 90'
''/ Parcel Sae: 14,375 SF
Maximum density on % parcel: 71,875 SF
Minimum density on % parcel: 35,938 SF
Permitted Uses: mixed -use, Main Street retail focus
Development Zone #10
FAR: 3:1
Maximum Height: 35'; Spec Plan update proposes 75'
% Parcel Size: 14,375 SF
Maximum density on '''/ parcel: 43,125 SF
Permitted Use: Mixed -use, neighborhood focus
PROPOSED
Site FAR = 92,580/28,750 = 3.2
Note: The development team has not been able to determine
the specific boundary between Zone 10 and Zone 9. The
proposed overall FAR of 3.2 is within the FAR ranges of the
Specific Plan.
!TH & R I NATIONAL CITY 1 MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
9 ll4!yX3 l oN lauwyoeuy
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
LEVEL I
STN a R 1 NATIONAL CITY I MALICK INFILL DEVELOPMENT • PROTEA PROPERTIES 29
.8. l!q!4x3 6 'oN leuwyoeuy
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
LEVEL 2 - UPPER PARKING DECK
!TM • S I NATIONAL CITY I MALICK INFILL DEVELOPMENT • PROTEA PROPERTIES 30
. i!9!4X3 L 'ON lauwyaeiV
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
TERRACE LEVEL
8TH 8 B I NATIONAL CITY I MALICK INFILL DEVELOPMENT 8 PROTEA PROPERTIES
„8, i!q!4x3 l 'oN iauwyoef'
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
TERRACE TOWNHOME - level 2
iTX i B I NATIONAL CITY I MALICK INFILL DEVELOPMENT i PROTEA PROPERTIES 32
8 3!4!4x3 l •oN;euuiyoeW
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
TYPICAL TOWER PLAN
STH • B I NATIONAL CITY I MALICK INFILL DEVELOPMENT \ PROTEA PROPERTIES
33
.9. pgNx3 l 'ON 4auwyoeuy
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
Attachmnet No. 1 Exhibit "B"
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Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
181 of 233
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EAST ELEVATION
The design of the east elevation features a pedestrian orientation which will foster a vibrant and active street life.
The development team envisions fast casual eateries with indoor/outdoor counter seating, and/or other retail spaces
with glass storefronts.
STREET ACTIVATION - site fvrnishings & parklets
8TH A 9 I NATIONAL CITE 1 MALICK INFILL DFVELOPMF_NT A PPOTEA PROPERTIFS
3`
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Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
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PARKLET
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WEST ELEVATION
A signature restaurant behind the vintage H&M Goodies Family Auction storefront will feature roll -up doors opening to
outdoor seating in the new parklet. The west elevation includes multiple opporunities for public art in the parklet space
and murals above garage entrance.
ALLEY TRANSFORMATION
!TN • D I NATIONAL CITY I MALICK INFILL DEVELOPMENT R PPOTEA PROPERTIES
36
.9. p4!4x3 l -oN 3auwyoeAv
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
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RETAIL ACTIVATION
RESTORED AUCTION FACADE
NTH ELEVATION
The North elevation maintains the Main Street look and feel by retaining the existing Auction House storefront with its
clerestory windows and Art Deco detailing. A signature restaurant in this space will open to the new parklet in the front
portion of the alleyway, creating an energetic street -level experience.
!TN a a NATIONAL CITY I MALICK INFILL DEVELOPMENT i PROTEA PROPERTIES
ilglgx3 L oN lauwyoeuy
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
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3-story Townhomes along 9' street are in keeping with the residential scale and rhythm already established. These
homes aim to reflect the character, charm and history of the surrounding single-family neighborhood
CONTEXT, SCALE, & CHARACTER
8TH & e I NATIONAL CITY I MALICK INFILL DEVELOPMENT • PROTEA PROPERTIES
,8, l!y!yx3 l 'oN lauwyoellV
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
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186 of 233
Attachmnet No. 1 Exhibit ''B"
8TH & 8 I NATIONAL CITY I MALICK INFILL DEVFLOPMFNT 1 PROTFA DROPEPTIFS
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
44
VIEW FROM CORNEA OF 9TH AND B
DTN ■ B I NATIONAL CITY I MALICK INFILL DEVELOPMENT { PROTEA PROPERTIES
40
.8. 3!4!gx3 L. 'o
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
Attachmnet No. 1 Exhibit "B"
188 of 233
STN • B ; NATIONAL CITY I MALICE INFILL DEVELOPMENT & PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
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VIEW FROM �TH ST AND ALLEY
PTH A B I NATIONAL CITY MALICK INEII.L DEVELOPMENT R PROTEA PROPERTIES
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Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
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Attachmnet No. 1 Exhibit "B''
STH • R I NATIONAL CITY I MALICK INFILL DEVELOPMENT • PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
COMMUNITY BENEFITS
THE DEVELOPMENT AT 8T" AND B IS INTENDED TO EMBRACE AND ENGAGE
THE COMMUNITY, OFFERING A GREAT PLACE TO LIVE, WORK AND PLAY AND
CONTRIBUTING TO THE REEMERGENCE OF DOWNTOWN NATIONAL CITY AS A
THRIVING CITY CENTER.
In keeping with the vision and policies outlined in the National City Downtown Specific Plan, the 8' and B this
development will be a model for a vibrant, pedestrian oriented, walkable downtown center, with high quality street -
facing buildings and a visually appealing streetscape that supports street level activities. This project will meet the
goals and objectives of the National City Downtown Specific Plan as follows:
ECONOMIC INVESTMENT OBJECTIVES
• Encourage investment in the downtown area by serving as a catalyst for future development
• Coordinate with the Navy to encourage more military personnel to live and shop in downtown by providing
housing opportunities and retail well -suited for their needs
• Encourage more housing in downtown to help support local retail and service markets by providing 108 new
housing units downtown
• Create a mixture of services and retail opportunities within the downtown to help keep money in the local economy
by providing 7000 SF of retail and restaurant opportunities
NAVAL SASE SAN DIIEGO
PARKING OBJECTIVES
Provides for smaller units with associated lowered parking requirements (82 micro living units with a
proposed parking ration of 0.5)
Includes Transportation Demand Management plan to encourage altemate forms of transportation
• Provides alternative parking space for other forms of transportation including motorcycles, scooters, bikes,
small autos/electric vehicles
• Provides curb space for rideshare/vanpool/carshare/future autonomous vehicle drop off
LAND USE AND URBAN DESIGN OBJECTIVES
• Adds density in close proximity to the trolley and high performing transit
• Provides micro -units with appropriate amenities
• Maintains the Main Street look and feel of 8' Street while allowing for new development
• Allows for adaptive reuse for neighborhood character and Main Street storefronts by retaining the vintage
auctionhouse storefront
• Provides buffers to single family neighborhoods in/or adjacent to the Specific Plan area to provide a transition to
higher density development: (The townhomes on 9" Street will provide a residential scale adjacent to the single family
neighborhood and provide a transition to the higher density multi -family development)
MOBILITY AND ACCESS
• Provides for clustered development with access to transit, amenities and services
• Provides a mix of local land uses that could help to lower trips and vehicular miles travelled
STH • a I NATIONAL CITY I MALICK INFILL DEVELOPMENT 8 PROTEA PROPERTIES
Uq!1.1x3 I. ON }auwy0elIy
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
SCHEDULE
8
Title
Given Planned
Work
*Predecessors
Expected
Start
01/201 02/2017
02 03 04 06 08
0 a 8th and Market Prefect 8/1/17 8th and Market Protect
03/2017
07108109
04/2017
10111112
01/2018
01 1021 03
0212018
04 06108
03/2018 I 04/2018
07 08 09 10 11 I12
01/2019
01 IO2I 09
02/2019
as! alos
03/2019
07108 109
04/2019 10112020 02/2020
10 ' 11 12 0110210 04105106
1 ENA Executed 8/1/17 ENA Executed
2 Environmental & Soils Tests 6 weeks 8/1/17 Environmental & Soils Tests 11.5
3 Appraisal 4 weeks 2 9/12/17 Appraisal {,0
4 Negeotiate DDA 12 weeks 3 10/10/17 Negeouate DOA
5 Sign Compensation Agreement 4 1/1/18
6 Schematic Design 3 months 5 1/2/18
7 Design Development 3 months 6 3/27/18
8 5096 Design Development 75F+6 weeks 5/7/18
9 Construction Documentation 5 months 7 6/19/18
10 Building Permit Processing 6 months 9FF+17 weeks 9/18/18
11 100%Construction Drawings 9 11/5/18
12 Construction Contract Executed 105E+5 months 2/4/19
13 Construction Loan Executed 145F-1 week 2/26/19
14 Building Permit Issued 10 3/4/19
15 Land Purchased from City 14F5+3 days 3/7/19
16 Ground Breaking 3/7/19
17 Construction Phase 16 months 10 3/5/19
18 Demo 4 weeks 1755 3/5/19
19 Grading & Excavating 5 weeks 18 4/2/19
20 Occupancy Permit 17 5/25/20
Sign Compensation Agreement
Schematic Design 13 m9,031
Design Developmentr-,+
50%Deslgn Development 0.4]
Constriction Documentation
Building Permit rocessing
100% Con trudion0
n9s
Construction Contract Executed
Construction Loan Executed
Building Permit Issued
Land Purchased from City
Ground Breaking
Construction Phase
Demo
Grading & Excavating 1131,11
Occupancy Perms
In reviewing the Information provided In these materials, please keep In mind that the 8th and B project Is still in the development stage; many
of the items are preliminary concepts or estimates. We are actively reviewing and refining the Project to reflect site and market conditions and
opportunities, feedback from the City end other stakeholders, and other considerations. As a result, many aspects of the Project described In these
materials, including but not limited to, the cost, design (Including unit types, unit count, and square footages), programming (including target retail
tenant mix), proformas. and development schedule, will charge over time. Please contact us If you wish to receive an update on the Project or on
any of the information contained herein.
9TN 4 e 1 NATIONAL CITY I MALICK INFILL DEVELOPMENT 4 PROTEA PROPERTIES
45
uq!gx9 6 oN lauwyoe14y
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
Table 1 Project Description Table 2 Estimated Development Costs
IV.
V.
VI.
Total Site Area I. Aquistion Costs
A. Subject Site 0.66 Acres Subject Site $ 500,000
B. Private Parcels 0 Acres Private Parcels $ C. Total Site Area 0.66 Acres Total Acquisition Costs $ 500,000
Gross Building Area
B. Residential - Rental
Net Rentable Area
Tower Circulation* 11,100
Lobby 760
Gym/Laundry/Common 2,800
Common Areas/Circulation
Gross Building Area
C. Commercial
Net Leasable Area
Common Areas/Circulation
D. Parking
E. Grand Total GBA
Construction Type
Rowhomes on Grade
Commercial & Parking
Townhomes on Podium
Co -Living Tower
Number of Stories Above Grade
Tower
47,060 SF
14,660 SF
61,720 SF
5,240 SF
SF
24,000 SF
92,580 SF
Type V
Type
Type V
Type III
Unit Mix
B. Residential - Rental
MicroUnit (Studio) 82 Units
Co -Living Suite (2 Bed) 6 Units
Co -Living Suite (3 Bed) 4 Units
Podium Townhomes (2 Bed) 10 Units
Rowhomes (3 Bed) 6 Units
Parking
A. Garage Parking 69 Spaces
B. Covered on Grade Parking 11 Spaces
C. Street Parking 20 Spaces
D. Total Parking 100 Spaces
7 Stories
300 SF
650 SF
690 SF
800 SF
1300 SF
*Covered Unconditioned Space
Note: Area Calculations may slightly differ from FAR calculations elsewhere in this package.
IV.
V.
Direct Costs
Off Site Improvements $ 100,000
On Site Improvements/Landscaping $ 100,000
Remediation $ 85,000
Parking $ 1,200,000
Shell Construction - Residential - Rental $ 12,044,855
Shell Construction - Commercial $ 1,572,000
Tenant Improvements - Commercial $ 100,000
Amenities/FF&E $ 577,200
Contingency $ 1,495,645
Total Direct Costs $ 17,274,700
PREVAILING WAGE REQUIREMENTS ARE NOT INCLUDED IN THE DIRECT COSTS ABOVE.
Indirect Costs
Architecture & Engineering $ 1,381,976
Permits & Fees $ 1,750,000
Legal & Accounting $ 65,000
Taxes & Insurance $ 110,000
Developer Fee $ 863,735
Marketing/Lease-Up Residential $ 25,000
Marketing/Lease-Up Commercial $ 25,000
Contingency $ 335,698
Total lndirect Costs $ 4,556,409
Financing Fees
Loan Fees
Interest During Construction
Interest During Lease -Up
Operating Reserves Lease -Up
Total Financing Cost
$ 246,000
$ 758,000
$ 822,000
$ 74,000
$ 1,900,000
Total Development Costs $ 24,231,108
In viewing the information provided in these materials, please keep in mind that the 8th and B project is still in the development stage; many
of the items are preliminary concepts or estimates. We are actively reviewing and refining the Project to reflect site and market conditions and
opportunities, feedback from the City and other stakeholders, and other considerations. Asa result. many aspects of the Project described In these
materials, Including but not limited to, the cost, design (including unit types, unit count, and square footages), programming (including target retail
tenant mix), proformas, and development schedule. will change over time. Please contact us If you wish to receive an update on the Project or on
any of the information contained herein.
ATM A B I NATIONAL CITY I MALICK INFILL DEVELOPMENT A PROTEA PROPERTIrS
46
.8.. 3!4!4x8 l 'oN lauwg9elly
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
Table 4 Net Operating Income - Residential - Rental
Table 5 Net Operating Income - Commercial
I. Residential Income # Units Monthly Rent Rent/SF Total Annual I.
MicroUnit - Studio 82 $ 1,400 $ 4.67 $ 1,377,600
Co -Living Suite (2-Bed) 6 $ 2,250 $ 3.46 $ 162,000
Co -Living Suite (3-Bed) 4 $ 3,200 $ 4.64 $ 153,600
Terrace Townhome (2-Bed) 10 $ 2,500 $ 3.13 $ 300,000
Rowhome (3-Bed) 6 $ 2,995 $ 2.30 $ 215,640
Total/Average 108 $ 1,704 $ 4.32 $ 2,208,840
II. Total Residential Income
Other Income $ 89.33 Unit/Month
III. Gross Scheduled Income (GSI)
(Less) Vacancy 5%
IV. Effective Gross Income (EGI)
V. Operating Expenses
(Less) Operating Expenses $ (1,732.59) Unit/Year
(Less) Replacement Reserves $ (577.53) Unit/Year
(Less) Property Taxes $ (3,334.70) Unit/Year
(Less) Services/Amenities $ (130.47) Unit/Year
Total Operating Expenses $ (5,775.29) Unit/Year
Gross Scheduled Income (GSI)
Boutique Commercial 1
Boutique Commercial 2
Boutique Commercial 3
Boutique Commercial 4
Boutique Commercial 5
Anchor Food & Beverage
Total/Average GSI
$ 115,770 II. Effective Gross Income (EGI)
(Less) Vacancy
Total Effective Gross Income
$ 2,324,610
$ (116,231)
$ 2,208,380
(187,119)
(62,373)
(360,147)
(14,091)
(623,731)
VII. Net Operating Income (NOI) - Residential - Rental
$ 1,584,649
III. Operating Expenses
(Less) Commercial Operating Expenses
SF Rent/SF Total Annual
400 $ 3.00 $ 14,400
400 $ 3.00 $ 14,400
400 $ 3.00 $ 14,400
400 $ 3.00 $ 14,400
400 $ 3.00 $ 14,400
3240 $ 2.01 $ 78,000
5240 $ 2.39 $ 150,000
10% $ (15,000)
$ 135,000
(20,250)
IV. Net Operating Income (NOI) - Commercial
$ 114,750
In reviewing the Information provided in these materials, please keep In mind that the 8th and B project Is still in the development stage: many
of the items are preliminary concepts or estimates. We are actively reviewing and refining the Project to reflect site and market conditions and
opportunities, feedback from the City and other stakeholders, and other considerations. As a result, many aspects of the Project described In these
materials, including but not limited to, the cost, design (including unit types, unit count and square footages), programming (including target retail
tenant mix), pmformas, and development schedule, will change over time. Please contact us if you wish to receive an update on the Project or on
any of the information contained herein.
STN A R I NATIONAL CITY 1 MALICK INFILL DEVELOPMENT A PROTEA PROPERTIES
,9, l!Q!4X3 I. 'ON lauwyaeliy
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
Table 6 Financing Surplus/Deficit Table 7 Permanent Sources and Uses By Component
Sources of Funds
Supportable Permanent Loan - Rental Residential $ 21,628,709
Equity Contribution $ 8,632,172
Income During Lease -Up $ 637,274
Total Sources of Funds $ 30,898,156
(Less) Development Costs $ (24,231,108)
Financing Surplus/(Deficit) $ 6,667,048
(1) Supportable Perm Loan Assumptions:
Net Operating Income $ 1,699,399
Debt Service Coverage Ratio 1.20
Interest Rate 5.25%
Term (Years)* 10
Annual Debt Service $ (1,433,214)
This project meets the lending criteria to qualify as a residential structure.
Commercial portion of project will not need to be separately financed.
*Assumes 30 Year Amoritization
Uses of Funds Total
A. Development Costs $ 30,398,156
B. Proposed Land Payment $ 500,000
C. Total Uses of Funds $ 30,898,156
II. Permanent Sources of Funds
A. Private Sources of Funds
B.
C.
Equity $ 8,632,172
Debt $ 21,628,709
Income during Lease -Up $ 637,274
Public Sources of Funds
Total Sources of Funds $ 30,898,156
In reviewing the information provided in these materials, please keep in mind that the 8th and B project Is still in the development stage', many
of the items are preliminary concepts or estimates. We are actively reviewing and refining the Project to reflect site and market conditions and
opportunities, feedback from the City and other stakeholders, and other considerations. As a result, many aspects of the Project described in these
materials, including but not limited to, the cost, design (including unit types, unit count, and square foolages), programming (including target retail
tenant mix), proformas, and development schedule, will change over time. Please contact us if you wish to receive an update on the Project or on
any of the information contained herein.
CTN \ 8 1 NATIONAL CITY 1 MALICK INFILL DEVELOPMENT 8 PROTEA PROPERTIES 48
,8 1!q!4X3 6 oN louwgoelld
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
Exhibit C
Property Information
Based on a preliminary consistency review the project is in line with the updated Downtown
Specific Plan.
27
RESOLUTION NO. 2018 — 2
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY
AUTHORIZING THE CITY MANAGER TO EXECUTE A REAL PROPERTY
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
FOR THE SALE OF PROPERTY LOCATED AT 130 EAST 8TH STREET
IN NATIONAL CITY TO PROTEA NATIONAL CITY, LLC
WHEREAS, the City owns certain real property ("Property") located at 130 East
8th Street in National City; and
WHEREAS, the Property was designated as a site for future development by the
Revised Long Range Property Management Plan approved by the State of California
Department of Finance for properties previously owned by the Successor Agency to Community
Development Commission of the City of National City as the National City Redevelopment
Agency; and
WHEREAS, IDNP Holdings, LLC ("Developer") responded to the Downtown
National City Smart Growth Request for Proposals ("RFP") issued by the City on March 15,
2017; and
WHEREAS, the City selected the Developer's proposal through the RFP process
and entered into an Exclusive Negotiating Agreement with the Developer on June 20, 2017; and
WHEREAS, the Developer has agreed to purchase the Property for the
appraised value of $520,000 and has formed Protea National City, LLC as the entity that will
purchase and hold title to the Property and construct the proposed project described in the
Developer's proposal; and
WHEREAS, the sale of the Property is subject to the execution of a
Compensation Agreement between the affected taxing entities.
NOW, THEREFORE, BE IT RESOLVED that the City Council hereby authorizes
the City Manager to execute a real property Purchase and Sale Agreement and Joint Escrow
Instructions for the sale of property located at 130 East 8th Street in National City to Protea
National City, LLC.
PASSED and ADOPTED this 16th day of Janua 018.
n Morrison, Mayor
ATTEST: , a APPROVED AS TO FORM:
4
Michael R. Da a, Cit ' Clerk
c
ngil " orris -Jo -s
City ttcrney
Passed and adopted by the Council of the City of National City, California, on
January 16, 2018 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
jtief‘
City Jerk of the City itional City, California
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2018-2 of the City of National City, California, passed and adopted
by the Council of said City on January 16, 2018.
City Clerk of the City of National City, California
By:
Deputy
CITY OF NATIONAL CITY, CALIFORNIA
COUNCIL AGENDA STATEMENT
(MEETING DATE: January 16, 20181
AGENDA ITEM NO. 9
TEM TITLE:
Resolution of the City Council of the City of National City authorizing the City Manager to execute a
real property Purchase and Sale Agreement and Joint Escrow Instructions for the sale of property
located at 130 East 8th Street in National City to Protea National City, LLC.
PREPARED BY: Greg Rose DEPARTMENT:
PHONE: 619-336-4266 APPRO
EXPLANATION:
The City owns certain real property ("Property") located at 130 East 8th Street in National City. The
Property was designated as a site for future development by the Revised Long Range Property
Management Plan approved by the State of California Department of Finance for properties previously
owned by the Successor Agency to Community Development Commission of the City of National City
as the National City Redevelopment Agency. IDNP Holdings, LLC ("Developer") responded to the
Downtown National City Smart Growth Request for Proposals ("RFP") issued by the City on March 15,
2017. A copy of the Developer's proposal is attached to the Purchase and Sale Agreement as Exhibit B.
The City selected the Developer's proposal through the RFP process and entered into an Exclusive
Negotiating Agreement with the Developer on June 20, 2017. The Developer has agreed to purchase
the Property for the appraised value of $520,000 and construct the proposed project described in the
Developer's proposal and has formed Protea National City, LLC as the entity that will purchase and hold
title to the Property. The sale of the Property is subject to the execution of a Compensation Agreement
between the affected taxing entities.
ng and Econ. Dev.
'INANCIAL STATEMENT:
ACCOUNT NO.
D BY:
APPROVED: s :/leticnance
APPROVED:
MIS
Subject to the execution of a Compensation Agreement with the Affected Taxing Entities (ATEs), net
proceeds from the sale of the property will be distributed among the ATEs as required by Health and
Safety Code Section 34188. The City will receive 18% of net proceeds from the distribution.
ENVIRONMENTAL REVIEW:
Approval of the property transfer is not a "Project" under section 15378 of the California Environmental
Quality Act ("CEQA") guidelines because the proposed action consists of an administrative activity that
will not result in direct or indirect h sical changes to the environment.
ORDINANCE: INTRODUCTION: FINAL ADOPTION:
STAFF RECOMMENDATION:
;Adopt the Resolution.
BOARD / COMMISSION RECOMMENDATION:
n/a
ATTACHMENTS:
1. Purchase and Sale Agreement including RFP Proposal and Project Description ("Exhibit B")
2. Resolution
'rt St R)o , a 01 R - 02
Attachment No. 1
PURCHASE AND SALE AGREEMENT
(East 8th Street and B Avenue)
THIS PURCHASE AND SALE AGREEMENT (East 8th Street and B Avenue) (this
"Agreement") dated as of the day of January, 2018, by and between the City of National
City ("Seller"), and Protea National City, LLC, a California limited liability company
("Purchaser").
RECITALS
A. Seller owns the fee interest in that certain real property generally located at East
8th Street and B Avenue, with an address of 130 East 8th Street in the City of National City,
County of San Diego, California, which is legally described on Exhibit A attached hereto and
made a part hereof (the "Property").
B. Seller and Purchaser desire: (i) for Seller to sell the Property to Purchaser at fair
market value, and for Purchaser to purchase the Property from Seller; and (ii) for Purchaser to
develop the Property by constructing the project substantially as described on Exhibit B attached
hereto and made a part hereof ("Project").
C. Seller agrees to sell the Property to Purchaser for an amount equal to its current
fair market value of Five Hundred Twenty Thousand and No/100 Dollars ($520,000.00) (the
"Purchase Price") (which is the fair market value of the Property as determined by that certain
appraisal dated October 6th, 2017, performed by Brad C. Woodall, MAI). The Purchase Price
shall be payable by Purchaser to Seller in cash at Closing.
D. Seller's sale of the Property to Purchaser and Purchaser's purchase of the Property
and construction of the Project on the Property pursuant to the terms of this Agreement, are in
the vital and best interest of the City of National City and the health, safety, morals and welfare
of its residents, and in accord with the public purposes and provisions of applicable state and
local laws and requirements under which the redevelopment of the Project has been undertaken.
AGREEMENT
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which
are acknowledged, Purchaser and Seller hereby agree as follows:
1. Effectiveness of Agreement and Purchase and Sale.
(a) Effectiveness of Agreement. This Agreement shall be effective and binding upon
all parties hereto concurrently with the last to occur of the following (the "Effective Date"): (i)
this Agreement has been duly executed by Purchaser and delivered by Purchaser to Seller; (ii)
this Agreement has been formally approved by resolution of the Seller's board; and (iii) this
Agreement has been duly executed by Seller and delivered by Seller to Purchaser. Under no
circumstances will this Agreement be effective before all of the preceding have occurred.
1
Attachment No. 1
(b) Purchase and Sale of the Property. In consideration of the mutual covenants set
forth in this Agreement, and on the terms and conditions set forth herein, Seller agrees to sell the
Property to Purchaser, and Purchaser agrees to purchase the Property from Seller on the terms
and conditions set forth herein. Purchaser is purchasing the Property "As -Is" and without
warranty. At Closing, Seller shall convey to Purchaser title to the Property by recordation of the
Grant Deed. The Escrow Agent shall issue the Title Policy (as defined below) to the Purchaser
at Closing.
2. Definitions. As used in this Agreement, the following terms shall have the following
meanings:
"Agreement" means this Purchase and Sale Agreement between the Seller and the
Purchaser.
"Business Day" means any day other than a Saturday, Sunday or any other day on which
Purchaser or Escrow Agent is not open for business. In the event any date, deadline or due date
set forth in this Agreement falls on a day that is not a Business Day, then such deadline or due
date shall automatically be extended to the next Business Day.
"Close" or "Closing" means the close of Escrow as provided herein, which shall occur on
the Closing Date.
"Closing Date" means the close of Escrow as provided herein, which shall be one (1)
Business Day after the latest of: (i) the date all of the Conditions Precedent for the Benefit of the
Seller have been satisfied; and (ii) the date all of the Conditions Precedent for the Benefit of the
Purchaser have been satisfied. The Closing shall occur on or before September 1st, 2018.
Purchaser, in its sole and absolute discretion, shall have the right to accelerate the Closing Date
prior to the issuance of the building permit/s for the Project, provided the Conditions Precedent
for the Benefit of the Seller have been satisfied, provided the Conditions Precedent for the
Benefit of the Seller have been satisfied.
"Conditions Precedent for the Benefit of the Seller" shall have the meaning set forth in
Section 5 of this Agreement.
"Conditions Precedent for the Benefit of the Purchaser" shall have the meaning set forth
in Section 6 of this Agreement.
"Deposit" shall have the meaning set forth in Section 3(a) of this Agreement.
"Due Diligence Period" means the period of time commencing on the Effective Date and
ending at 5:00 p.m. Pacific time on March 1st, 2018.
"Effective Date" is as defined in Section 1(a) of this Agreement, which may or may not
be the date this Agreement was executed and delivered by the Seller or the Purchaser.
2
Attachment No. 1
"Escrow" means the escrow depository and disbursement services to be performed by
Escrow Agent pursuant to the provisions of this Agreement.
"Escrow Agent" means Carla Burchard at Stewart Title Company, 7676 Hazard Center
Drive, Suite 1400, San Diego CA 92108.
"Grant Deed" means a duly executed and acknowledged grant deed conveying fee simple
title to the Property from Seller to Purchaser.
"Hazardous Materials" means any hazardous or toxic substance, material or waste which
is or becomes regulated by any local governmental authority, the State of California or the
United State Government. Provided, however, the term "Hazardous Materials" shall not include
substances typically used in the ordinary course of developing, operating and maintaining
apartment complexes in California or small amounts of chemicals, cleaning agents and the like
commonly employed in routine household uses in a manner typical of occupants in other similar
properties, provided that such substances are used in compliance with applicable laws.
"Immediately Available Funds" means a bank wire transfer or a certified bank or
cashier's check.
"Permitted Exceptions" means (i) the printed exceptions and exclusions in the Title
Policy; (ii) the exceptions to title set forth in Schedule B to the Title Report (as defined in
Section 4(c) below) which are approved by Purchaser in writing, or deemed approved by
Purchaser, as provided in Section 4(c) below; (iii) real property taxes and assessments which are
a lien but not yet payable; (iv) any title exceptions caused, consented to or preapproved by
Purchaser; and (v) all applicable building, zoning and use restrictions and/or regulations of any
municipality, township, county or state; (vii) defects that would be shown by an inspection or by
a survey of the Real Property; and (viii) any reserved oil, water and/or mineral rights.
"Project" means the development project described on Exhibit B attached hereto, which
the Purchaser intends to construct at the Property. Seller acknowledges and agrees that,
notwithstanding anything to the contrary contained in this Agreement, Purchaser shall have the
right, in its sole and absolute discretion, and at its sole cost and expense, to utilize the California
government code sections 65915-65918 and any cross referenced and chaptered bills for the
purposes of adapting the project to market conditions.
"Property" means that certain real property generally located at East 8th Street and B
Avenue, with an address of 130 East 8th Street in the City of National City, County of San Diego,
California, which is legally described on Exhibit A attached hereto and made a part hereof.
"Purchase Price" shall have the meaning set forth in Section 3 of this Agreement.
"Purchaser" means Protea National City, LLC, a California limited liability company.
"Seller" means the City of National City.
3
Attachment No. 1
"Title Policy" means a CLTA Owner's Policy of Title Insurance in the amount of the
Purchase Price, insuring that title to the fee interest in the Property is vested in the Purchaser
subject only to the Permitted Exceptions, which Title Policy shall be obtained through the
Escrow Agent. Seller shall pay the cost of the CLTA Owner's Policy of Title Insurance.
Purchaser shall pay the cost of any endorsements it desires. Purchaser may obtain an ALTA
Owner's Policy of Title Insurance in which event Purchaser shall pay the cost difference between
the cost of the ALTA Owner's Policy of Title Insurance and the cost of a CLTA Owner's Policy
of Title Insurance.
3. Purchase Price. The purchase price for the Property shall be Five Hundred Twenty
Thousand and No/100 Dollars ($520,000.00). Provided, however, if the Purchaser for whatever
reason, does not to construct the alley closure and pocket park substantially as described on
Exhibit B, hereto, then the Purchaser, in its reasonable discretion, shall allocate an amount not to
exceed One Hundred Thousand and No/100 Dollars ($100,000.00) and use these monies for the
enhancement of the public realm between the bounds of the Property and behind the limits of the
curb face of 8th Street, B Street, and 9th Street respectively (the "Enhancement"). The
Enhancement may include, but not be limited to providing street furniture, parklets, public art,
awnings or street lighting. The Municipal review process for approving how the Enhancement
funds are apportioned shall be separate and independent from the review process for the Project
and shall in no way delay the forward progression of the Project development within the bounds
of the Property.
(a) Deposit. Purchaser shall make a deposit into Escrow of Immediately Available
Funds in the amount of Five Thousand and No/100 Dollars ($5,000.00) (the "Deposit") within
three (3) Business Days of the Effective Date. The Deposit shall be refundable until the
expiration of the Due Diligence Period. If the Purchaser elects to terminate this Agreement prior
to expiration of the Due Diligence Period, as set forth in Section 4, below, then upon receipt of
written notice from the Seller and the Purchaser, the Escrow Agent shall return the Deposit to the
Purchaser, plus any interest earned thereon. Provided, however, all fees and costs charged by the
Escrow Agent shall be paid one-half (1/2) by the Seller and one-half (1/2) by the Purchaser.
(b) LIQUIDATED DAMAGES. THE DEPOSIT SHALL BE REFUNDABLE TO
THE PURCHASER AS MAY BE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. IF
ESCROW FAILS TO CLOSE AS A RESULT OF PURCHASER'S DEFAULT HEREUNDER,
THE SOLE REMEDY OF THE SELLER SHALL BE TO TERMINATE THIS AGREEMENT
BY GIVING WRITTEN NOTICE THEREOF TO PURCHASER AND ESCROW AGENT,
WHEREUPON THE SELLER SHALL RETAIN THE DEPOSIT(S) AND ALL INTEREST
THEREON AS LIQUIDATED DAMAGES (AND, THE SELLER WAIVES ANY RIGHT TO
SPECIFICALLY ENFORCE THIS AGREEMENT SET FORTH IN CALIFORNIA CIVIL
CODE SECTION 1680 OR 3389); PROVIDED, HOWEVER THAT ANY AMOUNTS
DEPOSITED BY THE PURCHASER INTO ESCROW WHICH EXCEED THE DEPOSIT,
SHALL BE RETURNED BY THE ESCROW AGENT TO THE PURCHASER (EXCEPT TO
THE EXTENT NECESSARY TO PAY THE PURCHASER'S SHARE OF ANY ESCROW
FEES AND COSTS). THEREAFTER, NO PARTY HERETO SHALL HAVE ANY FURTHER
LIABILITY OR OBLIGATION TO ANY OTHER PARTY HERETO EXCEPT FOR: (i) THE
SELLER'S RIGHT TO RECEIVE AND RETAIN SUCH LIQUIDATED DAMAGES; (ii) THE
4
Attachment No. 1
OBLIGATION OF THE PURCHASER TO PAY AMOUNTS INTO ESCROW TO PAY THE
FEES AND COSTS OF ESCROW; (iii) THE INDEMNITIES SET FORTH IN THIS
AGREEMENT; AND (iv) ATTORNEYS' FEES. THE PARTIES HERETO ACKNOWLEDGE
AND AGREE THAT THE SELLER'S ACTUAL DAMAGES IN THE EVENT OF
PURCHASER'S DEFAULT HEREUNDER ARE UNCERTAIN IN AMOUNT AND
DIFFICULT TO ASCERTAIN, AND THAT SUCH AMOUNT OF LIQUIDATED DAMAGES
IS REASONABLE UNDER THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION
1671 ET SEQ., CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE
DATE HEREOF INCLUDING, WITHOUT LIMITATION, THE RELATIONSHIP OF SUCH
AMOUNT TO THE RANGE OF POTENTIAL HARM TO THE SELLER THAT CAN
REASONABLY BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF
ACTUAL DAMAGES RESULTING FROM SUCH DEFAULT WOULD BE COSTLY AND
INCONVENIENT. EACH PARTY HERETO SPECIFICALLY CONFIRMS THE
ACCURACY OF THE FOREGOING AND THE FACT THAT SUCH PARTY HAS BEEN
REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS
LIQUIDATED DAMAGES PROVISION.
THE PROVISIONS OF THIS SECTION 3(B) SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT.
(c) Purchaser's Remedies. If the Closing and the consummation of the transactions
herein contemplated do not occur by reason of any default by Seller under this Agreement, or if
prior to Closing any one or more of Seller's representations or warranties are breached in any
material respect and Purchaser was not aware of such breach of such representations and
warranties prior to the end of the Due Diligence Period, then, Purchaser shall elect, as its sole
remedy, to:
(i) waive said failure or breach and proceed to the Closing; or
(ii) terminate this Agreement by giving Seller written notice of such election
prior to the Closing Date and recover from: (A) Escrow Agent and/or Seller, the entire Deposit
and interest then held by Escrow Agent and/or Seller; and (B) Seller, Purchaser's Third -Party
Expenses (as defined below), not to exceed $5,000.00; or
(iii) enforce specific performance; provided, however, as conditions precedent
to Purchaser's right to enforce specific performance against Seller (including the filing of a lis
pendens or other claim or lien against the Property), all of the following must first have occurred:
(A) a suit for specific performance must be filed by Purchaser in a proper court in the county in
which the Property is located by the 15th day following the scheduled Closing Date;
(B) Purchaser must have either deposited with Escrow Agent the Purchase Price, or provided
Seller with clear documentary evidence that Purchaser has immediately available liquid funds in
an amount sufficient to fund the Purchase Price; and (C) Purchaser must have fully performed all
of its material obligations under this Agreement necessary to permit the Closing to occur in
accordance with the terms of this Agreement and waived all closing conditions for Purchaser's
benefit. Purchaser hereby waives any and all rights Purchaser may have to obtain specific
performance and to file a lis pendens or any other claim or lien against the Property unless and
5
Attachment No. 1
until the express conditions precedent set forth above in this clause (iii) have been satisfied.
For purposes hereof, "Purchaser's Third Party Expenses" shall mean the actual out-of-
pocket expenses incurred by Purchaser and paid to (1) Purchaser's attorneys in connection with
the negotiation of this Agreement, (2) unrelated and unaffiliated third party consultants in
connection with the performance of examinations, inspections and/or investigations pursuant to
Section 4, and/or (3) potential lenders as non-refundable commitment fees and other amounts in
connection with acquisition financing for the Property.
IN NO EVENT SHALL (X) SELLER HAVE ANY LIABILITY FOR ANY
CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY CLAIM, CAUSE OF
ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON
LAW, STATUTE, EQUITY OR OTHERWISE, AND/OR (Y) SELLER'S DIRECT OR
INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, OWNERS OR AFFILIATES, ANY
OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY
AFFILIATE OR CONTROLLING PERSON THEREOF (COLLECTIVELY, THE "SELLER
PARTIES") HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER
LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY
OR OTHERWISE.
(d) Delivery of Remainder of Purchase Price into Escrow. Not less than one (1)
Business Day prior to the Closing Date, the Purchaser shall cause Immediately Available Funds
to be delivered to the Escrow Agent in an amount equal to the Purchase Price, minus the Deposit
and any interest earned on the Deposit, and plus or minus any adjustments for prorations and
expenses required under this Agreement.
(e) Disbursement to the Seller. Immediately after the Closing, the Escrow Agent
shall disburse to the Seller the funds that the Seller is entitled to receive hereunder.
4. Due Diligence.
(a) Due Diligence Period. At any time during the Due Diligence Period, the
Purchaser may determine in the Purchaser's sole and absolute discretion, whether to proceed
with the purchase of the Property. During the Due Diligence Period, the Purchaser may
terminate this Agreement for any reason or for no reason at all by delivering written notice of
such termination to the Seller and Escrow Agent on or before the last day of the Due Diligence
Period. After expiration of the Due Diligence Period, the Purchaser's right to terminate this
Agreement for any reason, or for no reason at all, shall expire and the Deposit shall become
nonrefundable. If this Agreement is terminated during the Due Diligence Period, then: (i) all
rights and liabilities of the Purchaser and the Seller with respect to this Agreement shall
immediately terminate, except for rights and liabilities that specifically survive such termination;
(ii) Escrow Agent shall return to the Purchaser all funds or other things deposited in Escrow by
the Purchaser, less any fees and costs charged by the Escrow Agent for which Purchaser is liable
under this Agreement; and (iii) Escrow Agent shall return to the Seller all funds or other things
6
Attachment No. 1
deposited in Escrow by the Seller. On or prior to the Effective Date, Seller shall deliver to
Purchaser (or made available to Purchaser electronically via website drop box or other account)
and copies of those documents listed on Exhibit C attached hereto ("Property Information"). All
of such Property Information delivered to, made available to, copied and/or reviewed by
Purchaser pursuant to this Section 4(a) shall sometimes be referred to herein as the "Property
Documents".
(b) Access to the Property. During the Due Diligence Period and during normal
business hours, upon not less than twenty-four (24) hours advance notice to the Seller, Purchaser
and its representatives, consultants and attorneys shall have access to the Property solely for the
purpose of conducting visual, non-invasive inspections of the Property. Purchaser shall cause
each of its contractors entering the Property to maintain not less than One Million Dollars
($1,000,000.00) commercial liability insurance coverage covering such entry, shall provide
evidence of such insurance to Seller upon request, and defend and shall indemnify the Seller and
the Seller's agents and employees and the Property from and against, and shall hold the Seller,
the Seller's 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 Purchaser and/or its contractors or
agents upon the Property. The Purchaser shall repair any damage caused to the Property by the
Purchaser or its agents, employees or contractors. The Purchaser shall not permit any
mechanic's, materialman's, contractor's, subcontractor's or other lien arising from any work
done by the Purchaser or its agents pursuant to this Agreement to stand against the Property. If
any such lien shall be filed against the Property, the Purchaser shall cause the same to be
discharged or bonded by payment, deposit, bond or otherwise, within ten (10) days after actual
notice of such filing. The Purchaser's obligations under this Section 4(b) shall survive the
termination or expiration of this Agreement. Notwithstanding anything to the contrary contained
in this Section 4(b), if Purchaser desires to do any invasive testing at the Property, the Purchaser
may do so only after obtaining Seller's prior written consent to the same, which consent may be
withheld or granted on conditions in Seller's sole and absolute discretion. . The Purchaser shall
promptly restore the Property to the condition the Property was in immediately prior to any such
tests, at the Purchaser's sole cost and expense. Prior to any invasive testing, the Purchaser shall
provide the Seller with a complete set of plans, drawings and specifications ("Invasive Testing
Plans") that define to the sole satisfaction of the Seller the invasive testing to be performed on
the Property and the names of all environmental and other consultants, contractors and
subcontractors who will be performing such invasive testing (collectively "Purchaser's
Consultants"). The Purchaser shall deliver the names of the Purchaser's Consultants and the
Invasive Testing Plans to the Seller concurrently with its request to the Seller that the Purchaser
desires to perform invasive testing.
(c) Title. Purchaser's obligation to purchase the Property is contingent upon
Purchaser's approval of all matters affecting title to or use of the Real Property (collectively,
"Title Matters"). The intent of this Section 4(c) is to allow the parties to have certainty regarding
the condition of title and the Title Matters which are acceptable to the Purchaser. The procedure
set forth in this Section 4(c) shall not affect or otherwise limit the Purchaser's right to terminate
this Agreement for any reason or no reason at all as set forth in Section 4, above. Seller shall use
commercially reasonable efforts to cause the Title Company to deliver to Purchaser within three
7
Attachment No. 1
(3) Business Days of the Effective Date, a current preliminary title report for the Real Property
and, to the extent possible, legible copies of all documents referred to therein ("Title Report").
Purchaser shall have ten (10) Business Days thereafter, to approve or object to any items
disclosed by the Title Report. If Purchaser does not give written notice to Seller of Purchaser's
approval or disapproval of any items disclosed by the Title Report within said time period, then
Purchaser shall be deemed to have approved the items disclosed by the Title Report. If
Purchaser gives written notice to Seller of Purchaser's disapproval of any items disclosed by the
Title Report within said time period and Seller does not give written notice to Purchaser within
five (5) Business Days thereafter of either: (i) Seller's elimination of or agreement to eliminate
those disapproved matters prior to the close of Escrow; or (ii) Seller's agreement to provide at
Seller's sole expense such title insurance endorsements relating thereto as are acceptable to
Purchaser in Purchaser's sole discretion prior to the close of Escrow (each, a "Cure Notice"),
then this Agreement shall terminate immediately, unless Purchaser affirmatively agrees in
writing within five (5) Business Days thereafter that this Agreement will remain in full force and
effect and that the previously disapproved items disclosed by the Title Report are approved by
Purchaser. If the Title Company issues a supplemental title report prior to the close of Escrow
showing additional exceptions to title ("Title Supplement"), Purchaser shall have five (5)
Business Days from the date of receipt of the Title Supplement and a copy of each document
referred to in the Title Supplement in which to give Seller written notice of disapproval as to any
additional exceptions; provided, however, Purchaser may not disapprove any exceptions that
were contained in the original Title Report or are otherwise Permitted Exceptions. Purchaser's
failure to deliver any such written notice of disapproval of the Title Supplement within such five
(5) Business Day period shall be deemed to mean that Purchaser has approved all such additional
exceptions. If Purchaser disapproves any additional exception shown in the Title Supplement,
then Purchaser and Seller will have the same rights and obligations set forth above in this Section
regarding Purchaser's original review and approval of the Title Report. Notwithstanding the
foregoing, Seller shall cause all Title Matters which are mechanics' liens or deeds of trust to be
eliminated as exceptions to title on the Title Policy at Seller's sole expense prior to the close of
Escrow, and shall not record any documents against the Property from and after the Effective
Date without Purchaser's prior written consent.
5. Conditions Precedent for the Benefit of the Seller. The Seller's obligation to Close shall
be conditioned upon the satisfaction or emailed or written waiver by the Seller of all of the
conditions precedent ("Conditions P%ecedent for the Benefit of the Seller") set forth in this
Section 5. Any of the Conditions Precedent for the Benefit of the Seller may be waived by the
Seller unilaterally; and if so waived, such conditions shall be of no further effect hereunder. Any
such waiver shall be effective only if the same is expressly waived by Seller by either: (i) email
from the Seller to the Purchaser and Escrow Agent; or (ii) in a writing signed by the Seller and
delivered to the Purchaser and Escrow Agent. If the Conditions Precedent for the Benefit of the
Seller set forth in this Section 5 are not satisfied by the deadlines or expressly waived, the Seller
(provided the Seller is not in default hereunder) may provide emailed or written notice of the
Seller's conditional termination of this Agreement to the Purchaser and Escrow Agent. After
receipt of such notice of conditional termination, the Purchaser shall have ten (10) Business Days
to cure any non -satisfaction of a condition or other default specified in the notice of conditional
termination. If such matter remains unsatisfied or the default remains uncured after the
expiration of such ten (10) Business Day period, then this Agreement Instructions shall terminate
8
Attachment No. 1
at the close of business on such tenth (10th) Business Day. In the event of termination of this
Agreement (and by operation of law the Escrow) pursuant to this Section 5, then: (w) as set forth
in the liquidated damages provision of Section 3(b), above, all rights and liabilities of the
Purchaser and the Seller with respect to this Agreement shall immediately terminate except those
which specifically survive such termination; (x) Escrow Agent shall deliver the Deposit and all
interest thereon to the Seller and shall return to the Seller all funds or other things deposited in
Escrow by the Seller; (y) Escrow Agent shall return to the Purchaser all funds or other things
deposited in Escrow by the Purchaser, less the Deposit and all interest thereon, and less all fees
and costs charged by the Escrow Agent. Notwithstanding the preceding clause (w) of this
Section 5, in the event of termination of this Agreement pursuant to this Section 5, the Seller and
the Purchaser shall cooperate with one another, execute all documents reasonably necessary and
take all reasonable steps as may be required by Escrow Agent in order to accomplish the
purposes of this Section 5. The Conditions Precedent for the Benefit of the Seller are:
(a) Purchaser making the Deposit into Escrow, as set forth in Section 3(a), above.
(b) The delivery by the Purchaser into Escrow, at least one (1) Business Day prior to
Closing of Immediately Available Funds equal to the Purchase Price (less the Deposit and plus
or minus expenses and prorations) as required by Section 3(c) above.
(c) The delivery by the Purchaser into Escrow at least one (1) Business Day prior to
Closing of all other documents and instruments required by this Agreement or reasonably
required by Escrow to complete the Closing.
(d) Purchaser not being in default of any of its representations or warranties under
this Agreement, or any other material terms or conditions related to Purchaser, and all of the
Purchaser's representations and warranties under this Agreement being true and correct as of the
Closing Date.
(e) As of the Closing Date, the Purchaser has not made an assignment for the benefit
of creditors, filed a bankruptcy petition, been adjudicated insolvent or bankrupt, petitioned a
court for the appointment of any receiver of, or trustee for, the Purchaser, or commenced any
proceeding relating to the Purchaser under any reorganization, arrangement, readjustment of
debt, dissolution, or liquidation law or statute of any jurisdiction, whether now or later in effect.
(f) Seller, using its best commercially reasonable efforts, having entered into a
"compensation agreement" binding upon all taxing authorities having an interest in the Property,
which is acceptable to the Seller in its sole discretion, by not later than February 15, 2018.
Seller acknowledges and agrees that, notwithstanding anything to the contrary contained in this
Agreement, Purchaser shall have the right, in its sole and absolute discretion, and at its sole cost
and expense, to utilize California government code sections 65915-65918 and any cross
referenced and chaptered bills for the purposes of adapting the project to market conditions.
9
Attachment No. 1
6. Conditions Precedent for the Benefit of the Purchaser. The Purchaser's obligation to
Close shall be conditioned upon the satisfaction or emailed or written waiver by the Purchaser of
all of the conditions precedent ("Conditions Precedent for the Benefit of the Purchaser") set forth
in this Section 6. Any of the Conditions Precedent for the Benefit of the Purchaser may be
waived by the Purchaser unilaterally and if so waived, such conditions shall be of no further
effect hereunder. Any such waiver hall be effective only if the same is expressly waived by
email from the Purchaser to the Sell r and Escrow Agent or in writing signed by the Purchaser
and delivered to the Seller and Escro Agent. If the Conditions Precedent for the Benefit of the
Purchaser are not satisfied by the deadlines set forth in this Section 6 or expressly waived, the
Purchaser (provided the Purchaser is
notice of the Purchaser's conditiona
Agent. After receipt of such notice
Business Days to cure any non-satisf
of conditional termination. If such
after the expiration of such ten (10) ):
the close of business on such tenth
Agreement (and by operation of law
not in default hereunder) may provide emailed or written
termination of this Agreement to the Seller and Escrow
of conditional termination, the Seller shall have ten (10)
tction of a condition or other default specified in the notice
natter remains unsatisfied or the default remains uncured
usiness Day period, then this Agreement shall terminate at
(10th) Business Day. In the event of termination of this
the Escrow) pursuant to this Section 6, then: (w) the same
shall be a default by the Seller; (x) Escrow Agent shall return to the Seller all funds or other
things deposited in Escrow by the Seller; (y) Escrow Agent shall upon receipt of unilateral notice
from the Purchaser, return to the Purchaser all funds or other things deposited in Escrow by the
Purchaser; and (z) all fees and costs charged by the Escrow Agent shall be paid by the Seller.
Purchaser is not waiving any default by the Seller and nothing contained in this Section 6,
including, without limitation, the immediately foregoing sentence shall be a waiver of any right
of Purchaser to recover damages from the Seller for any default by Seller hereunder.
Notwithstanding the foregoing clause
Agreement pursuant to this Section
another, execute all documents reas
required by Escrow Agent in order to
Precedent for the Benefit of Purchase
(w) of this Section 6, in the event of termination of this
6, the Purchaser and the Seller shall cooperate with one
inably necessary and take all reasonable steps as may be
accomplish the purposes of this Section 6. The Conditions
are:
(a) The deposit by the S ller into Escrow at least one (1) Business Day prior to
Closing of the Grant Deed, duly exe uted and acknowledged, conveying fee simple title to the
Property to the Purchaser.
(b) The deposit by the Seller into Escrow at least one (1) Business Day prior to
Closing of the Assignment, duly e*ecuted, conveying title to the Personal Property to the
Purchaser.
(c) The deposit by Seller
of a duly executed affidavit in the i
foreign person and is a "United State
the Internal Revenue Code of 1986, a
ito Escrow at least one (1) Business Day prior to Closing
rm prescribed by federal regulations that Seller is not a
Person" as such term is defined in Section 7761(a)(30) of
amended.
(d) The deposit by Seller jnto Escrow at least one (1) Business Day prior to Closing
of a duly executed California Form 593(c) or other evidence that withholding of any portion of
10
Attachment No. 1
the Purchase Price is not required by the Revenue and Taxation Code of California with respect
to Seller.
(e) The deposit by the Seller into Escrow at least one (1) Business Day prior to
Closing of all additional documents and instruments as are reasonably required by the Escrow
Agent to complete the Closing.
(0 The Escrow Agent is prepared and obligated to issue the Title Policy in
Purchaser's favor, upon the recordation of the Grant Deed and there are no exceptions to the
Title Policy, except for the Permitted Exceptions.
(g) Seller not being in default of any of its representations or warranties under this
Agreement, or any other material terms or conditions related to Seller, and all of Seller's
representations and warranties under this Agreement being true and correct as of the Closing
Date.
(h) Seller acknowledges that as at date of this Agreement, the Project has passed the
Seller's third -party conformance review, attached here as Exhibit C, and Seller anticipates that
the Project as currently described on Exhibit B will not be subject to discretionary review,
provided, however, a final determination cannot be made until the project plans are submitted to
the Seller's building department. Nothing contained herein shall be construed to be a waiver by
the Seller of its right to review the Project's building plans for the purposes of conformance with
California Building Code requirements.
7. Representations, Warranties and Covenants; Waivers and Releases. When making the
representations and warranties set forth in this Section 7, each party making a representation
and/or warranty represents that the same are true, correct and complete as of the date hereof and
shall be and are true, correct and complete as of the Closing Date. The representations and
warranties shall survive the Closing for a period of three (3) months.
(a) Representations and Warranties Regarding Authority. The Seller and the
Purchaser each hereby represents and warrants to the other that this Agreement and all
documents or instruments executed by them which are to be delivered at or prior to the Closing
are, or on the Closing Date will be, duly authorized, executed and delivered by the Seller or the
Purchaser, as applicable.
(b) Representations and Warranties Regarding Enforceability of Agreement. The
Seller and the Purchaser each hereby represents and warrants to the other that this Agreement
and all documents required hereby to be executed by them shall be valid, legally binding
obligations of, and enforceable against, the Seller or the Purchaser, as applicable, in accordance
with their terms.
(c) Representations and Warranties Pertaining to Legal Matters. The Seller hereby
represents and warrants to the Purchaser that:
(1) The Seller is the sole owner of the fee title interest to the Real Property.
11
Attachment No. 1
(2) To the current actual knowledge of Seller, there is no pending or
threatened proceeding in eminent domain or otherwise involving the Property, which
would materially adversely affect the Property, or any portions thereof.
(d) Seller Representations and Warranties Pertaining to Options. As of the Effective
Date, Seller hereby represents and warrants to the Purchaser that no person has any option or
right of first refusal to purchase Seller's interest in the Property or any parts thereof.
(e) Knowledge of Seller. For purposes of this Section 5, Seller's "knowledge" shall
mean only the actual personal knowledge of Brad Raulston and City of National City Property
Agent Greg Rose as of the Effective Date, and Seller's "written notice" shall only mean notices
sent to the attention of Brad Raulston and City of National City Property Agent Greg Rose. The
foregoing does not imply and shall not be deemed to require Seller's independent investigation.
Without limiting the generality of the foregoing, Purchaser shall be solely responsible for
determining the condition of the Property and all aspects regarding the fees, charges and
assessments relating to the Property.
(f) Seller Representations and Warranties Regarding Discovery of New Information.
The Seller hereby represents and warrants to the Purchaser that if the Seller discovers any
information or facts prior to Closing that would materially change any of the foregoing
representations and warranties or cause any of the foregoing representations and warranties to be
untrue or misleading in any respect, the Seller will promptly give the Purchaser notice of those
facts and information.
(g) AS IS CONDITION. PURCHASER HEREBY ACKNOWLEDGES,
REPRESENTS, WARRANTS, COVENANTS AND AGREES THAT AS A MATERIAL
INDUCEMENT TO SELLER TO EXECUTE AND ACCEPT THIS AGREEMENT AND IN
CONSIDERATION OF THE PERFORMANCE BY SELLER OF ITS DUTIES AND
OBLIGATIONS UNDER THIS AGREEMENT THAT, EXCEPT FOR SELLER'S EXPRESS
REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 7 OF THIS
AGREEMENT, THE SALE OF THE PROPERTY HEREUNDER IS AND WILL BE MADE
ON AN "AS IS, WHERE IS" BASIS, SELLER HAS NOT MADE, DOES NOT MAKE AND
SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES
OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR
OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY,
INCLUDING BUT NOT LIMITED TO: (1) THE EXISTENCE OF HAZARDOUS
MATERIALS OR MOLD UPON THE PROPERTY OR ANY PORTION THEREOF; (2)
GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE,
SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS,
LIMITATIONS REGARDING THE WITHDRAWAL OF WATER AND FAULTING; (3)
WHETHER OR NOT AND TO THE EXTENT TO WHICH THE PROPERTY OR ANY
PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR
UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD PLAIN,
FLOODWAY OR SPECIAL FLOOD HAZARD; (4) DRAINAGE; (5) SOIL CONDITIONS,
12
Attachment No. 1
INCLUDING THE EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL
ADDITIONS OR CONDITIONS OF SOIL FILL, OR SUSCEPTIBILITY TO LANDSLIDES,
OR THE SUFFICIENCY OF ANY UNDERSHORING; (6) USES OF ADJOINING
PROPERTIES; (7) THE VALUE, COMPLIANCE WITH THE PLANS AND
SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION,
DURABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR PHYSICAL OR
FINANCIAL CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, OR ANY
RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR
ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, WHETHER OR NOT THE
IMPROVEMENTS COMPLY WITH THE REQUIREMENTS OF TITLE III OF THE
AMERICANS WITH DISABILITIES ACT OF 1990, 42 U.S.C. §§ 12181-12183, 12186(B) -
12189 AND RELATED REGULATIONS; (8) THE PRESENCE OF HAZARDOUS
MATERIALS IN OR ON, UNDER OR IN THE VICINITY OF THE PROPERTY; (9) THE
SQUARE FOOTAGE OF THE PROPERTY OR THE IMPROVEMENTS THEREON; (10)
IMPROVEMENTS AND INFRASTRUCTURE, INCLUDING, WITHOUT LIMITATION,
THE CONDITION OF THE ROOF, FOUNDATION, FIXTURES, AND PERSONAL
PROPERTY, IF ANY; (11) DEVELOPMENT RIGHTS AND EXTRACTIONS; (12) WATER
OR WATER RIGHTS; (13) THE DEVELOPMENT POTENTIAL FOR THE PROPERTY; (14)
THE ABILITY OF PURCHASER TO REZONE THE PROPERTY OR CHANGE THE USE
OF THE PROPERTY; (15) THE ABILITY OF PURCHASER TO ACQUIRE ADJACENT
PROPERTIES; (16) THE EXISTENCE AND POSSIBLE LOCATION OF ANY
UNDERGROUND UTILITIES; (17) THE EXISTENCE AND POSSIBLE LOCATION OF
ANY ENCROACHMENTS; (18) WHETHER THE IMPROVEMENTS ON THE PROPERTY
WERE BUILT, IN WHOLE OR IN PART, IN COMPLIANCE WITH APPLICABLE
BUILDING CODES; (19) THE STATUS OF ANY LIFE -SAFETY SYSTEMS IN THE
IMPROVEMENTS ON THE PROPERTY; (20) THE CHARACTER OF THE
NEIGHBORHOOD IN WHICH THE PROPERTY IS SITUATED; (21) THE CONDITION OR
USE OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL
PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES,
REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR
OTHER SIMILAR LAWS; AND/OR (22) THE MERCHANTABILITY OF THE PROPERTY
OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE (PURCHASER
AFFIRMING THAT PURCHASER HAS NOT RELIED ON SELLER'S SKILL OR
JUDGMENT TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR
PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE PROPERTY IS FIT
FOR ANY PARTICULAR PURPOSE). NOTWITHSTANDING THE FOREGOING OR
ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, SELLER IS NOT
RELEASED FROM ANY LIABILITY TO PURCHASER FOR FRAUD OR BREACH OF
ANY EXPRESS COVENANT, REPRESENTATION OR WARRANTY SET FORTH IN THIS
AGREEMENT.
PURCHASER ACKNOWLEDGES THAT AS OF THE EXPIRATION OF THE DUE
DILIGENCE PERIOD, PURCHASER SHALL HAVE COMPLETED ALL PHYSICAL AND
FINANCIAL EXAMINATIONS RELATING TO THE ACQUISITION OF THE PROPERTY
HEREUNDER (IT BEING ACKNOWLEDGED AND AGREED THAT PURCHASER SHALL
BE DEEMED TO HAVE INSPECTED EACH APARTMENT UNIT WITHIN THE
13
Attachment No. 1
PROPERTY) AND WILL ACQUIRE THE SAME SOLELY ON THE BASIS OF SUCH
EXAMINATIONS AND THE TITLE INSURANCE PROTECTION FOR THE PROPERTY
AFFORDED BY THE TITLE POLICY. PURCHASER FURTHER ACKNOWLEDGES AND
AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH
RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND
THAT THE SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR
VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS
TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION, EXCEPT AS
SPECIFICALLY PROVIDED IN THIS AGREEMENT, AND SUBJECT TO SELLER'S
EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 7 OF
THIS AGREEMENT. SELLER SHALL NOT BE LIABLE FOR ANY NEGLIGENT
MISREPRESENTATION OR FAILURE TO INVESTIGATE THE PROPERTY NOR SHALL
SELLER BE BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS,
REPRESENTATIONS, APPRAISALS, ENVIRONMENTAL ASSESSMENT REPORTS, OR
OTHER INFORMATION PERTAINING TO THE PROPERTY OR THE OPERATION
THEREOF, FURNISHED BY SELLER, OR ANY REAL ESTATE BROKER, AGENT,
REPRESENTATIVE, EMPLOYEE, SERVANT OR OTHER PERSON ACTING ON
SELLER'S BEHALF EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN SECTION 7 OF THIS AGREEMENT. IT IS ACKNOWLEDGED AND AGREED
THAT THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER
SUBJECT TO THE FOREGOING.
PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT PURCHASER IS
FULLY AWARE OF THE AGE OF THE PROPERTY, THAT OVER TIME VARIOUS
EVENTS MAY HAVE OCCURRED ON THE PROPERTY WHICH EVENTS MAY BE
TYPICAL AND/OR ATYPICAL OF EVENTS OCCURRING TO OTHER PROPERTIES OF
SIMILAR AGE TO THE PROPERTY AND SIMILARLY LOCATED IN THE CITY OF SAN
DIEGO AND/OR THE COUNTY OF SAN DIEGO, CALIFORNIA, AND THAT SUCH
EVENTS MAY INCLUDE, WITHOUT LIMITATION, SLAB LEAKS, MOLD, FIRE,
SHIFTING, AND VIOLATIONS OF LAWS, ORDINANCES, RULES, REGULATIONS,
PERMITS, APPROVALS, LICENSES AND/OR ORDERS OF GOVERNMENTAL
AGENCIES WITH JURISDICTION OVER THE PROPERTY.
THE CLOSING OF THE PURCHASE OF THE PROPERTY BY PURCHASER
HEREUNDER SHALL BE CONCLUSIVE EVIDENCE THAT: (A) PURCHASER HAS
FULLY AND COMPLETELY INSPECTED (OR HAS CAUSED TO BE FULLY AND
COMPLETELY INSPECTED) THE PROPERTY; AND (B) PURCHASER ACCEPTS THE
PROPERTY AS BEING IN GOOD AND SATISFACTORY CONDITION AND SUITABLE
FOR PURCHASER'S PURPOSES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR
RELIANCE ON THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS
AGREEMENT, PURCHASER SHALL PERFORM AND RELY SOLELY UPON ITS OWN
INVESTIGATION CONCERNING ITS INTENDED USE OF THE PROPERTY, AND THE
PROPERTY'S FITNESS THEREFOR. PURCHASER FURTHER ACKNOWLEDGES AND
AGREES THAT SELLER'S COOPERATION WITH PURCHASER WHETHER BY
14
Attachment No. 1
PROVIDING DOCUMENTS RELATING TO THE PROPERTY OR PERMITTING
INSPECTION OF THE PROPERTY, SHALL NOT BE CONSTRUED AS ANY WARRANTY
OR REPRESENTATION, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO
THE PROPERTY, OR WITH RESPECT TO THE ACCURACY, COMPLETENESS, OR
RELEVANCE OF THE DOCUMENTS PROVIDED TO PURCHASER BY SELLER IN
RELATION TO THE PROPERTY, PROVIDED THAT THE FOREGOING SHALL NOT BE
A LIMITATION OR MODIFICATION OF THE REPRESENTATIONS AND WARRANTIES
SET FORTH IN THIS AGREEMENT.
(h) Indemnity and Release.
(1) Indemnity. For the purposes of this Section 7(h), the term "Claims" shall
mean any and all claims, obligations, liabilities, causes of action, suits, debts, liens, damages,
judgments, losses, demands, orders, penalties, settlements, costs and expenses (including,
without limitation, reasonable attorneys' fees and costs and any and all costs and expenses
related to, whether directly or indirectly, any and all clean-up, remediation, investigations,
monitoring, abatement, mitigation measures, fines or removal with respect to Hazardous
Materials) of any kind or nature whatsoever. The definition of "Claims" shall include, without
limitation, Claims under contract law or tort law. Each and every provision of this Section 7(h)
shall survive the Closing. Purchaser acknowledges that but for Purchaser's agreement to each
and every provision of this Section 7(h), Seller would not have entered into the Agreement.
Purchaser, on behalf of itself, its successors, assigns and successors -in -interest ("Successors"),
hereby agrees to indemnify, defend and hold Seller and Seller's successors, assigns, officers,
directors, shareholders, participants, members, managers, partners, affiliates, employees,
representatives, invitees and agents (collectively, "Seller Parties") harmless from any and all
Claims resulting from, related to, or based upon, whether directly or indirectly: (i) the breach by
Purchaser of any representation, warranty, covenant or obligation contained in the Agreement, or
in any other agreement, document, exhibit or instrument related hereto or referenced herein; (ii)
any Claim or Claims, if the basis of such Claim or Claims arose on or after the Closing, except as
noted in clause (iv) below, and if the basis of such Claim or Claims arose from, is based upon,
relates to or pertains to, whether directly or indirectly, the operation, management and use of the
Property; (iii) any Claim or Claims which Claim or Claims (or the basis for which) arose from, is
based upon, relates to or pertains to, whether directly or indirectly, any negligent act or omission
of Purchaser; and (iv) (A) any Claim or Claims that relate to the condition of the Property on or
after the Close of Escrow, including any judgment, order or settlement under or otherwise
pursuant to a lawsuit, and (B) any Claim or Claims that relate to defects in the Property
(including, patent construction defects), regardless of whether said defects or the cause of the
same arose either before or after the Close of Escrow, including any judgment, order or
settlement under or otherwise pursuant to the lawsuit. Any defense of any or all of the Seller
Parties referenced in this Section 7(h)(1), shall be at the Purchaser's sole cost and expense and
by counsel selected by the Purchaser, subject to the reasonable approval of the indemnified
person, which counsel may, without limiting the rights of any of the Seller Parties pursuant to the
next succeeding sentence of this Section 7(h)(1), also represent the Purchaser in such
investigation, action or proceeding. If any of the Seller Parties that is being indemnified
determines reasonably and in good faith that its defense by the Purchaser is reasonably likely to
cause a conflict of interest or is being conducted in a manner which is prejudicial to such persons
15
Attachment No. 1
interests, such indemnified person may elect to conduct its own defense through counsel of its
own choosing, subject to the reasonable approval of the Purchaser, and at the expense of the
Purchaser. Purchaser hereby waives any right of subrogation as to Seller or the Seller Parties.
Each and every provision of this Section 7 shall survive the Closing and but for Purchaser's
agreement to each and every provision of this Section 7, Seller would not have executed the
Agreement. Purchaser's indemnification obligations under this Section are in addition to
Purchaser's representations, waivers, releases and covenants under this Section 7, and shall in no
way be deemed to limit same.
(2) Release and ,$1542 Waiver. Notwithstanding the following or anything to
the contrary set forth in this Agreement, the Seller is not released from any liability to the
Purchaser for fraud or breach of any covenant set forth in this Agreement or any breach of
Seller's representations and warranties set forth in this Section 7. Subject to the immediately
preceding sentence and the Purchaser's right to rely on the Seller's representations and
warranties set forth in this Section 7, Purchaser for itself and on behalf of each of its successors
(collectively, the "Releasors") by this general release of known and unknown claims (this
"Release") hereby irrevocably and unconditionally release and forever discharge Seller and each
of the Seller Parties (collectively, the "Releasees") or any of them, from and against any and all
Claims of any kind or nature whatsoever, WHETHER KNOWN OR UNKNOWN, suspected
or unsuspected, fixed or contingent, liquidated or unliquidated which any of the Releasors now
have, own, hold, or claim to have had, owned, or held, against any of the Releasees arising from,
based upon or related to, whether directly or indirectly any facts, matters, circumstances,
conditions or defects (whether patent or latent) of all or any kinds, related to, arising from, or
based upon, whether directly or indirectly, the Property, including without limitation, (i) the
physical condition, quality and state of repair of the Property conveyed; (ii) any latent or patent
defect affecting the Property conveyed, or (iii) the presence of Hazardous Materials in, on, about
or under the Property or which have migrated from adjacent lands to the Property or from the
Property to adjacent lands.
Except for Claims for Seller's fraud or the breach of any covenants provided in this
Agreement or any breach of Seller's representations and warranties set forth in this Section 7,
Releasors hereby further agree as follows:
(i) Releasors acknowledge that there is a risk that subsequent to the execution of this
Agreement, Releasors may discover, incur, or suffer from Claims which were unknown or
unanticipated at the time this Release is executed, including, without limitation, unknown or
unanticipated Claims which, if known by Releasors on the date this Release is being executed,
may have materially affected Releasors' decision to execute this Agreement. Releasors
acknowledge that Releasors are assuming the risk of such unknown and unanticipated Claims
and agree that this Release applies thereto. Releasors expressly waive the benefits of Section
1542 of the California Civil Code, which reads as follows:
"A general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected his or
her settlement with the debtor."
16
Attachment No. 1
(ii) Releasors represent and warrant that Releasors have been represented by independent
counsel of Releasors' own choosing in connection with the preparation and review of the Release
set forth herein, that Releasors have specifically discussed with such counsel the meaning and
effect of this Release and that Releasors have carefully read and understand the scope and effect
of each provision contained herein. Releasors further represent and warrant that Releasors do not
rely and have not relied upon any representation or statement made by any of the Releasees or
any of their representatives, agents, employees, attorneys or officers with regard to the subject
matter, basis or effect of this Release.
(iii) Releasors represent and warrant to Releasees that Releasors have not and shall not
assign or transfer or purport to assign or transfer any Claim or Claims or any portion thereof or
any interest therein, and shall indemnify, defend, and hold the Releasees harmless from and
against any Claim or Claims based on or arising out of, whether directly or indirectly, any such
assignment or transfer, or purported assignment or transfer.
8. Condemnation of the Property.
(a) Condemnation. If between the Effective Date and the Closing Date, any
condemnation or eminent domain proceedings are commenced that will result in the taking of
any material part of the Property, Purchaser may, at Purchaser's election, either:
(1) Terminate this Agreement by giving written or emailed notice to the Seller
and the Escrow Agent (in which event all remaining funds or other things deposited in Escrow
by Purchaser, including without limitation, the Deposit, shall be returned to the Purchaser
immediately from Escrow, together with any interest earned thereon and all fees and costs
charged by the Escrow Agent shall be paid one-half (1/2) by the Seller and one-half (1/2) by the
Purchaser); or
(2) Proceed with the Closing and have Seller assign to Purchaser all of
Seller's right, title and interest to any award made for the condemnation or eminent domain
action.
(b) Notice. If Seller obtains notice of the commencement of or the threatened
commencement of eminent domain or condemnation proceedings with respect to the Property,
Seller shall notify the Purchaser in writing.
9. Broker's Commission. Seller and Purchaser each hereby represents and warrants to one
another that neither of them has engaged the services of any real estate agent or broker. Seller
and Purchaser each agree that, to the extent any real estate commission or brokerage and/or
finder's fee shall be earned or claimed in connection with this Agreement or the Closing, the
payment of such fee or commission, and the defense of any action in connection therewith, shall
be the sole and exclusive obligation of the party who requested the services of the broker and/or
finder. In the event that any claim, demand or cause of action or brokerage and/or finder's fee is
asserted against the party to this Agreement who did not request such services, the party through
whom the broker or finder is making the claim shall indemnify, defend (with an attorney of the
17
Attachment No. 1
indemnitee's choice) and hold harmless the other from and against any and all such claims,
demands and causes of action and expenses related thereto, including (without limitation)
attorneys' fees and costs.
10. No Assignment by Purchaser. The qualifications and identity of Purchaser are of
particular concern to the Seller. It is because of those qualifications and identity that Seller has
entered into this Agreement with Purchaser. During the period commencing upon the Effective
Date and until Certificates of Occupancy are issued for all of the Project, the Purchaser may
assign this Agreement to an entity in which the Purchaser has at least a fifty percent (50%)
interest without the prior written consent of the Seller. Except as otherwise set forth in the
immediately preceding sentence, during the period commencing upon the date of this Agreement
and until Certificates of Occupancy are issued for all of the Project, no voluntary or involuntary
successor in interest of Purchaser shall acquire any rights or powers under this Agreement, nor
shall Purchaser make any total or partial sale, transfer, conveyance, assignment, subdivision,
refinancing or lease of the whole or any part of the Property or the Project without prior written
approval of the Seller, which approval shall not be unreasonably withheld or delayed. Any
proposed total or partial sale, transfer, conveyance, assignment, subdivision, refmancing or lease
of the whole or any part of the Property or the Project, during the period commencing upon date
of this Agreement and until Certificates of Occupancy for all of the Project, without the prior
approval of Seller, will entitle Seller to its right of reentry and revesting as set forth in Section 11
hereof. For the reasons cited above, Purchaser represents and agrees for itself, each member of
Purchaser and any successor in interest of Purchaser that prior to issuance by the City of National
City of Certificates of Occupancy for all of the Project and without the prior written approval of
Seller (which shall not unreasonably be withheld conditioned or delayed), there shall be no
change in the membership, management, control, or ownership or in the relative proportions
thereof, or with respect to the identity of the parties in control of Purchaser or the degree thereof,
by any method or means other than such changes occasioned by the death or incapacity of any
individual prior to issuance of Certificates of Occupancy for all of the Project. Purchaser shall
promptly notify Seller of any and all such changes whatsoever. In such event, this Agreement
may be terminated by Seller, entitling Seller to its right of reentry and revesting as set forth in
Section 11 hereof.
11. Reentry and Revesting of Title in Seller After Closing.
(a) Conditions to Reentry and Revesting. Seller has the right, at its election, to
reenter and take possession of the Property, with all improvements thereon, and terminate this
Agreement and vest the Property in the Seller if after the Closing and prior to the issuance of the
Certificates of Occupancy for all of the Project, any of the following occurs, without the prior
written approval of Seller:
(1) Purchaser fails to commence construction of the Project within one
hundred eighty (180) days after Closing.
(2) Purchaser abandons or substantially suspends construction of the Project
required by this Agreement for a period of ninety (90) days after written notice thereof from
Seller. This provision shall not apply if the Project is suspended and the business of Purchaser is
18
Attachment No. 1
temporarily interrupted due to strikes, fire, or similar extraordinary causes beyond Purchaser's
control; provided, however, Purchaser shall use its reasonable best efforts to eliminate the cause
for such interruption and return to normal Project operations as expeditiously as is reasonably
possible.
(3) Purchaser, without Seller's prior written approval (which approval shall
not unreasonably be withheld conditioned or delayed), alters the Project in a manner that varies
materially from the design of the same at the time of Closing, including without limitation
alterations to the use of the Property as a residential project, the number of dwelling units,
number or size of parking spaces, type of dwelling units, architecture, appearance, facades or
landscaping. Seller acknowledges and agrees that, notwithstanding anything to the contrary
contained in this Agreement, Purchaser shall have the right, in its sole and absolute discretion,
and at its sole cost and expense, to utilize the State density bonus in order to expand and/or
change the scale of the Project.
(4) Except as otherwise set forth in Section 10, above, Purchaser conveys or
transfers or suffers any involuntary conveyance or transfer of the Property prior to issuance by
the City of National City of Certificates of Occupancy for all of the Project.
(5)
with creditors.
Purchaser files for bankruptcy or enters into an insolvency arrangement
(6) Purchaser fails to obtain Certificates of Occupancy for all of the Project on
or before three (3) years of the Closing Date. This provision shall not apply if the Project is
suspended and the business of Purchaser is interrupted due to strikes, fire, or similar
extraordinary causes beyond Purchaser's control; provided, however, Purchaser shall use its
reasonable best efforts to eliminate the cause for such interruption and return to normal Project
operations as expeditiously as is reasonably possible.
(7) Except as otherwise set forth in Section 10, above, there is a change
(voluntary or involuntary) in the membership, management, control, or ownership of Purchaser
or in the relative proportions thereof, or with respect to the identity of the parties in control of
Purchaser or the degree thereof, by any method or means, other than such changes occasioned by
the death or incapacity of any individual prior to issuance of Certificates of Occupancy for all of
the Project, which was not approved in writing by Seller prior to such event (which approval
shall not unreasonably be withheld conditioned or delayed).
(b) Limitations on Right of Reentry. Seller's right to reenter, terminate and revest the
Property shall be subject to Seller providing Purchaser with written notice and be limited by and
shall not defeat, render invalid or limit any mortgage or deed of trust consented to by Seller in a
writing recorded against the Property.
(c) Resale By Seller After Revesting. Upon the revesting in Seller of title to the
Property as provided in this Section 11, Seller shall, pursuant to its responsibilities under state
law, use its reasonable efforts to resell the Property as soon and in such manner as Seller shall
find feasible and consistent with the objectives of such law and of the Redevelopment Plan, as it
19
Attachment No. 1
exists or may be amended, to a qualified and responsible party or parties (as determined by Seller
in its sole and absolute discretion) who will assume the obligation of making or completing the
Project, or such improvements in their stead as shall be satisfactory to Seller in its sole and
absolute discretion and in accordance with the uses specified for the Property or part thereof in
the Redevelopment Plan. Seller may resell the Property to such persons, for such amounts and
on such terms and conditions as reasonably determined by Seller, provided that any sale of the
Property for an amount insufficient to pay-off all mortgages or deed of trust recorded against the
Property which were consented to by Seller in writing, shall be subject to the approval of the
beneficiaries of such deeds of trust.
(d) Seller Entitled to All Resale Proceeds. Upon such resale of the Property by
Seller, the net proceeds thereof after repayment of any mortgage or deed of trust encumbering
the Property which is permitted by this Agreement, shall be solely the property of the Seller.
(e) Rights and Remedies are Cumulative. The rights established in this Section 11
are not intended to be exclusive of any other right, power or remedy, but each and every such
right, power, and remedy shall be cumulative and concurrent and shall be in addition to any other
right, power and remedy authorized herein or now or hereafter existing at law or in equity. The
rights are to be interpreted in light of the fact that Seller will have conveyed the Property to
Purchaser for redevelopment purposes, particularly for development of the Project and not for
speculation.
(f) Inaction Not a Waiver of Default. Any failures or delays by Seller in asserting
any of its rights and remedies under this Section 11 shall not operate as a waiver of any default
by Purchaser or of any such rights or remedies, or deprive Seller of its right to institute and
maintain any actions or proceedings which it may deem necessary to protect, assert or enforce
any such rights or remedies shall govern the interpretation and enforcement of this Agreement.
(g) Agreement Affecting Real Property. At Closing, the Seller and Purchaser shall
cause an agreement affecting real property, in a form reasonably acceptable to both the Seller
and the Purchaser, against the Property securing the conditions of this Section 11. The Seller
shall subordinate such agreement affecting real property to the Purchaser's financing security
instruments.
12. Notices. All notices under this Agreement shall be in writing and sent (a) by certified or
registered mail, return receipt requested, in which case notice shall be deemed delivered three (3)
Business Days after deposit, postage prepaid in the United States Mail, (b) overnight by a
nationally recognized overnight courier such as UPS Overnight, or FedEx, in which case notice
shall be deemed delivered one (1) Business Day after deposit with that courier, (c) by personal
delivery, in which case notice shall be deemed delivered upon the actual date of delivery, or (d)
by email, in which case notice shall be deemed delivered upon the actual date of delivery. All
notices shall be delivered to the following addresses (unless changed by written notice to the
other persons given in accordance with this Section 11:
20
Attachment No. 1
To Seller:
Copy to:
To Purchaser:
Copy to:
13. General Provisions.
City of National City
1243 National City Boulevard
National City, California 91950
Attn: Brad Raulston
Email: braulston@nationalcitvca.gov
Office of the City Attorney
1243 National City Boulevard
National City, California 91950
Attn: Roberto M. Contreras
Email: rcontreras(nationalcityca.gov
Christensen & Spath LLP
550 West C Street, Suite 1660
San Diego, California 92101
Attn. Walter F. Spath, Esq.
Email: wfs@candslaw.net
Protea National City, LLC
2358 University Avenue, #1765
San Diego, California 92104
Attn: Andrew Malick
Email: andrew@malickinfill.com
Protea Properties, LLC
3262 Holiday Court, Suite 100
La Jolla, California 92037
Email: Jeffrey Essakow
Email: jessakow@proteaproperties.com
(a) Governing Law. This Agreement shall be interpreted and construed in
accordance with California law.
(b) 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.
(c) 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.
(d) 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.
21
Attachment No. 1
(e) 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.
(f) Entire Agreement. This Agreement contains the entire agreement between the
parties relating to Purchaser's acquisition of the Property from Seller and development of the
Property and all prior or contemporaneous agreements, understandings, representations or
statements, oral or written, are superseded.
(g) 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.
(h) Survival; No Merger. This Agreement, including without limitation, all
representations, warranties, covenants, agreements, indemnities and other obligations of Seller
and Purchaser in this Agreement, shall survive the Closing of this transaction and will not be
merged into the Grant Deed or any other document.
(i) No Third -Party Rights. Nothing in this Agreement, express or implied, is
intended to confer upon any person, other than the parties to this Agreement and their respective
successors and assigns, any rights or remedies.
(j) Time Of Essence. Time is of the essence in this Agreement.
(k) 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 reasonable 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.
(1) Relationship. Nothing contained in this Agreement shall be deemed or construed
by the parties or by any third person to create a relationship of principal and agent or partnership
or a joint venture between Purchaser and Seller or between either or both of them and any third
party.
(m) Recording. This Agreement shall not be recorded by one party without the
consent of the other party.
(n) Seller Approval. Where this Agreement refers to an action or approval of the
Seller, it shall mean the approval of the Executive Director of the Seller, or designee, unless
otherwise provided.
22
Attachment No. 1
(o) Exhibits and Recitals Incorporated. All exhibits referred to in this Agreement are
hereby incorporated in this Agreement by this reference, regardless of whether or not the exhibits
are actually attached to this Agreement. The Recitals to this Agreement are hereby incorporated
in this Agreement by this reference.
(p) Independent Counsel. Seller and Purchaser each acknowledge that: (i) they have
been given the opportunity to be represented by independent counsel in connection with this
Agreement; (ii) they have executed this Agreement with the advice of such counsel, if such
counsel was retained; and (iii) this Agreement is the result of negotiations between the parties
hereto and the advice and assistance of their respective counsel, if such counsel was retained.
The fact that this Agreement was prepared or negotiated by Purchaser's or Seller's counsel as a
matter of convenience shall have no import or significance. Any uncertainty or ambiguity in this
Agreement shall not be construed against either party due to the fact that Purchaser's or Seller's
counsel prepared or negotiated this Agreement in its final form.
(q) 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 to the other party 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 have executed this Agreement as of the date first
above written.
SELLER:
City of National City
By:
Leslie Deese, City Manager
APPROVED AS TO FORM:
Angil P. Morns -Jones, City Attorney
By:
Roberto M. Contreras
Deputy City Attorney
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
23
Attachment No. 1
PURCHASER:
Protea National City, LLC, a California 1i liability company
By: Protea N . ' . al City, LLB
_� '4 / /
An • •rf_er r
By:
By:
Jeffrey Essakow anager
24
Exhibit A
Legal Description of the Property
All that certain real property situated in the City of National City, County of San Diego, State of
California, described as follows:
Lots 11, 12, 13, 14, 15 16, 17 18, 19 and 20 in Block 2 of W.C. KIMBALL'S SUBDIVISION
OF 10 ACRE
Lot 1 in Quarter Section 154 of Rancho De La Nacion, in the City of National City, County of
San Diego, State of California, according to map thereof No. 105, filed in the Office of the
County Recorder of San Diego County, March 10, 1887.
APN: 556-472-26
(End of Legal Description)
25
Attachment No. 1
Exhibit B
Description of the Project
26
NATIONAL CITY, CA
Site Location
130 East 8th Street
National City. CA 91950
Development Team
Malick Infill Development
Protea Properties
Principal Contact
Andrew Malick
E: andrew@malickinfill.com
T: 619.252.8465
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
Contact Address
3262 Holiday Ct. #100
La Jolla, CA 92037
MALICK
INFILL DEVELOPMENT
TABLE OF CONTENTS
Cover Letter 3
Project Description 4
Developer Entity 11
Project Related Experience 12
Project Personnel 18
Project Design Concept 20
Community Benefits 44
Schedule 45
Project Pro Forma 46
BTU & B I NATIONAL CITY I MALICK INFILL DEVELOPMENT 8 PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
1!q!gx3 l 'oN TauwgoellV
Tonya Hussain
Executive Secretary to Brad Raulston
1243 National City Blvd.
National City, CA 91950
RE: RFP Submittal Package for 130 E 8th Street
Ms. Hussain:
I am pleased to present our submittal for the 8th Street Lot.
Site Purchase Price: $500,000
Primary Contact: Andrew Malick
andrew@malickinfill.com
619.252.8465
JV Developer: Paul Gehrini
Protea Holdings
858.457.5593
Architect:
Respectfully.
Ben Dalton
The Miller Hull Partnership
619.323.1101
Ovd,4
Andrew S. Malick
Director, Malick Infill Development
In reviewing the information provided in these materials. please keep in mind that the 8th and a project Is still in the development stage; many
of the items are preliminary concepts or estimates. We are actively reviewing and refining the Project to reflect site end market conditions and
opportunities, feedback from the City and other stakeholders. end other considerations. As a result, many aspects of the Project described in these
materials. including but not limited to. the cost. design (including unit types, unit count. and square footages). programming (including target retail
tenant mix), proformas. and development schedule. will Mange over time. Please contact us if you wish to receive an update on the Project or on
any of the information contained herein.
MALICK
INFILL DEVELOPMENT
8TN 8 6 I NATIONAL CITY I MALICK INFILL DEVELOPMENT 8 PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
1!4!4X3 L 'ON lauwU3ellb'
VISION & CONCEPT
THE DEVELOPMENT AT BT" AND B IS ENVISIONED
AS A PROJECT THAT WILL ENHANCE THE QUALITY
OF LIFE FOR ALL CURRENT AND FUTURE NATIONAL
CITY RESIDENTS.
The bold aim in designing this project is to create a place
as diverse and culturally rich as the city itself. The building
will be artfully designed to respect the character and history
of its setting. It will also pay tribute to the evolving trends of
our society and embrace the technological advancements
that have changed our lifestyles. Residents will be
encouraged to walk, bike, take transit and other alternate
forms of transportation, spend more time outside and
engage with their neighbors.
The housing will be inclusive of multiple income levels and
stages of life. The commercial spaces will be adaptable to
multiple business types and will be offered an affordable
price point that allows small businesses to participate in the
growth of the city. Most importantly, the development will
foster a strong sense of community by creating public and
semi -private communal gathering spaces.
8TH 8 B I NATIONAL CITY I MALICK INFILL DEVELOPMENT 8 PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
8 , 3!9!4x3 l 'ON lauwy3elib'
PROJECT COMPONENTS
HOUSING
MICRO -UNITS (82 UNITS; 300 SF]
Providing attainable single occupancy housing for young professionals. minimalist couples, seniors, and military
personnel, with shared indoor and outdoor amenity areas to foster community. Every unit includes private outdoor space.
CO -LIVING SUITES [6 2-BR SUITES; 650 SF / 4 3-BR SUITES; 690 SF]
Designed to offer a shared suite living experience for students, recent graduates and military personnel, or a live/work
opportunity. These larger suites will include larger balconies overlooking 8m Street.
TERRACE TOWNHOMES [10 UNITS; 800 SF]
Well -suited for couples and young families, Terrace Townhomes feature two bedrooms and 1 V baths in two -levels
with exterior entrances and a private outdoor patio or balcony.
ROWHOMES [6 UNITS; 1300 SF]
An urban living option for couples and families (including multi -generation families), this collection of three-story
Rowhomes fronting East 9' Street will feature 3 bedrooms and 2 baths. These Rownomes are designed to be in keeping
with the residential scale on East 9" Street, with front porches to provide "eyes on the street and private outdoor space.
7\1
I
b
l0
2T.
n)
3 BEDROOM COINING SUITE
COMMERCIAL
The overall vision for the commercial space component of the project is to offer an opportunity for small locally -
owned business to get their start in National City or to take the next step from a home -based business or farmers
market booth to a fixed storefront location. To make this an attainable option, the development will offer smaller scale
footprint with potentially some shared infrastructure (restrooms, etc.) along with flexible short-term leases to provide
a lower up -front investment. In turn, this provides a double benefit for the community In creating a true sense of place
with an authentically local experience. and the personal relationships that came with the mom-and-pop stores of the
past. Aligned with the micro -living concept and related current trends in the shared economy such as co -working,
tech hubs and incubators, maker spaces, and pop-up retail. these new venues will provide a vibrant space that is
appealing and engaging for residents and visitors alike.
MICRO RETAIL / OFFICE
Multiple small retail and F&B storefronts will allow opportunities for entrepreneurial incubator small businesses. An
appropriately curated mix of business will also encourage increased foot traffic at all times of day. Some options
currently being explored for these spaces include:
• A storefront communal market for local artisans along 8'" Street adjacent to the new signature restaurant, similar to
Simply Local in North Park, Pangea Outpost in Pacific Beach. or Leaping Lotus in Solana Beach
• A small scale coworking space to provide flexible access to private meeting space and other business services and
amenities for solo professionals
FOOD 8 BEVERAGE
The anchor of communities is great food. Central to this development will be a signature restaurant on 8' Street
which will retain the existing Auction House storefront. While it is very early in the concept development and tenant
selection process for this space, it is envisioned as a modern, casual public gathering space that will help cultivate the
downtown neighborhood. In addition, a coffee/juice bar opening off B Street and connecting to the residential lobby
will provide an opportunity for residents and neighbors to meet and mingle over a breakfast beverage or afternoon
snack. The micro -storefronts along B Street are anticipated to serve as incubator spaces to launch locally based F&B
outlets such as tamale or lumpia stands. Together, these experiences will enhance the downtown center. contributing
to a vital and active street life.
BTN B B I NATIONAL CITY 1 MALICK INFlLL DEVELOPMENT 6 PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
.9. l!q!4x3 l 'oN lauwyaeuy
PROJECT COMPONENTS
GATHERING
PUBLIC GATHERING
The development will provide a variety of opportunities for public gathering spaces. including the potential for
indoorloutdoor seating at the planned F&B storefronts and coffee shop/juice bar along B Street and the proposed
parklet at 8'" Street adjacent to the new signature restaurant. The front portion of the alley at 8' Street is
proposed to be vacated to create a public parklet with street furniture, landscape, and public art. This new public
gathering space could host pop-up events such as micro art -fairs or craft markets, a food truck night, etc.
RESIDENTIAL COMMUNITY SPACE (2000 SF INDOOR; 6000 SF OUTDOOR]
A key component of this development is the shared amenity areas that will provide the opportunity for residents
to meet and mingle both informally and with planned events to foster a sense of community and encourage
interaction with the downtown neighborhood. The lobby will open from B Street and will offer casual seating, local
art and the opportunity to connect with their neighbors and the community at large through the intedinked coffee
shop/juice bar, which will also have its own storefront entrance on B Street. Residents can check their mail, wait for
their Ober or Lyft pickup, get a cup of coffee, refuel with an afternoon smoothie, or late night snack.
The hub of the residential communal space is at the podium level, which will feature a 1200 SF clubroom with
kitchen and lounge area, with floor -to -ceiling windows overlooking 8' street, opening on to an expansive outdoor
terrace with casual seating. The visibility to the street level will help to energize the public realm. Completing
the amenity experience on this level will be a fitness center with glass walls opening to the terrace, conveniently
adjacent laundry area, and resident storage areas.
A Sky Lounge overlooking B Street, will provide a more intimate outdoor living room for residents to gather to
relax and socialize, with a fire feature and barbeque area. With high speed wireless intemet and a projection wall.
residents can enjoy their own entertainment in this casual outdoor setting.
PUBLIC ART AND OFF SITE IMPROVEMENTS
The development team is excited to explore opportunities to partner with the arts organizations A Reason to Survive
(ARTS) and/or other local artists to create murals on exterior facades, particularly those visible from the new public
spaces such as the pocket park. The project will incorporate the work of ARTS students and/or other local artists in
the residential lobby area and the planned adjacent coffee shop/juice bar as well as the community clubroom. With
the agreement of the City, the development will reclaim a portion of the alley fronting 8" Street as a public gathering
space. with enhanced pavers. seating, and landscape to activate the street' Bike racks at or near this location will
foster active transportation. The team will also look to align with the mission of the Creating Vibrant Neighborhoods
Initiative (CVNI) and collaborate on future projects in the downtown specific plan area.
• Only the front portion of the alley will be vacated. allowing access from 9" street to the existing loading area for the market.
8TH • B 1 NATIONAL CITY I MALICK INFILL DEVELOPMENT 8 PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
6
.,8,.1!q!4x3 l 'ON leuwyoeU'
PROJECT COMPONENTS
PARKING AND MOBILITY
The 8'" and B project has been designed as a Transit Oriented Development. Located in the heart of downtown, the site is
within A mile of the trolley station along a walkable route, and within close proximity to two high performing transit routes
(the 929 to Downtown and the 955 to SDSU). Boasting a walk score of 87, residents will be able to complete most errands
on foot. including easy access to shops, restaurants. medical facilities. schools, churches, the library, and Kimball Park. The
development is designed to appeal to those who will embrace the car -free lifestyle, preferring instead to walk, bike, and take
transit or uber/lyft to their destinations. Residents who are members of the military could choose to carpool or vanpool to the
base. Students and faculty of Southwestern College would enjoy a quick walk to campus.
The proposed Downtown Specific Plan includes goals designed to reduce the reliance on automobile travel, including
updating minimum unit size standards to allow for smaller units with associated reduced parking requirements, offering a
parking bonus program to lower parking requirements in response to actions that will help reduce parking demand, and
encouraging projects to include a Transportation Demand Management Plan.
Consistent with these goals and objectives, including the Draft Parking Bonus Plan criteria, the development team proposes
the following measures to support a reduced parking requirement:
Parking garage will be accessed from the alley to minimize the loss of on -street parking spaces
• The parking garage will be fully screened from the public right of way on all sides
• Curb cuts will be minimized to protect on street parking
• Secure bike parking will be provided internal to the project (54 covered spaces)
The project includes a mix of uses for local serving retail and services
Micro -unit parking will be unbundled from leases
Priority parking will be provided for vanpool/carpool users
• A dedicated on -street space will be provided at the lobby entrance on B Street for uber/lyft/vanpool dropoff and pickup
• Off -site bike parking will be provided
• A Transportation Demand Management Plan will be provided to make it easy for residents to utilize alternative
forms of transportation
The development, with a total of 108 residential units, will provide a total of 80 parking spaces on -site, both on -grade
and In a parking garage fully screened from view (an average of .74 spaces/unit). The development team proposes a
new city standard of .5 parking spaces per micro -unit. The parking requirement could then be expressed as follows:
UNIT TYPE M OF UNITS PARKING RATIO
Micro -units 82 .5
Go -living Suites 10 +.
Terrace Homes (28R) 10
Row Homes (7 BR) o
Total 106
PROPOSED PARKING
REQUIREMENT
41
6
67
In addition to the on -site parking, there are 10 spaces available along the west side of B Street, 6 spaces on 8'r
street fronting the property, and 4 spaces on the north side of 91e street, for a total of 20 on -street parking spaces.
These spaces will offer additional parking for residents as well as retail uses.
6TM 6 e I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
.8. 3!q!gx3 l 'oN )auwyoeuy
TO OOWNTORks :'S_—_
•
• ; TO DOWNTOWN
••
••
TRANSIT MAP
TROLLEY ROUTE
BUS ROUTE
CURRENT BIKE ROUTE
FUTURE O. ROUTE
• TRAHSR STOPS
•
•
•
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•
•
•
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WALKING RADIUS
i
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1
The site is just a short walk from high -performing transit, including the trolley and bus routes 929 to downtown With a transit score of 87/100, the site is ideally located in an urban area already housing a variety of
and 955 to SDSU.
services. Residents will have easy access to nearby markets, parks, restaurants, and light rail.
8TH 8 B I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
8, i!q!4X3 l 'oN lauwgoellb'
FINANCIAL STRUCTURE
It is the aim of this project team to finance this market -rate project only with private equity. However. the team is
committed to ensuring the financial feasibility of this project, and therefore recognizes that the uncertainty of the
land valuation may require seeking alternate sources of funding support including from public and/or publicprivate
sources. This could include development incentives to be determined in cooperation with the City such as deferral
of impact fees, permit fees and other fees until construction; providing a reduction or elimination of any applicable
traffic impact fees for commercial development due to lower traffic generation; and/or establishing an alternative
residential development impact fee calculated on the basis of square footage rather than number of units.
(Note: The City of San Diego is currently considering implementing each of these incentives, and more. in
connection with the Smart Growth and Land Use Committee Work Plan. February 10, 2017).
The location of the project site in dose proximity to high -performing transit as well as neighborhood amenities such
as schools, parks, a fresh food market, medical services, etc. may also provide the opportunity to seek funding
sources such as New Markets Tax Credits, the Smart Growth Fund sponsored by CivicSanDiego to foster the
development of workforce housing, or other sources.
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OPERATIONAL BENEFITS TO THE CITY
Operational benefits to the City from this development include but are not limited to:
• Property Tax revenue, including potential increase in property tax values in the surrounding area
• Sales tax revenues from the project's commercial/retail components as well as adding residents to
downtown who will spend $ in National City, supporting local retail and service markets
• Adding housing/residents to downtown will help provide a consumer base to incentivize other businesses
to locate downtown
• Providing housing well suited for members of the military will encourage more military personnel to live
downtown and frequent downtown shops and restaurants
• Adds to the mix of services and retail opportunities within downtown to help keep money in the local economy
• Micro -retail focus supports formation and growth of small businesses and provides employment opportunities
for National City residents
STN 8 III NATIONAL CITY I MALICK INFILL DEVELOPMENT $ PROTEA PROPERTIES
Exhibit "B11 to the Purchase and Sale Agreement for 130 E. 8th St.
.9. {!q!4X3 I. 'oN lauw43BU`d
COMMUNITY BENEFITS
& OUTREACH
The development team is committed to creating a project that is
sensitive to the neighborhood context and is inclusive of, and serves
the needs of. the local community. To that end, the team is in the
process of making connections with local stakeholders such as the
National City Chamber of Commerce, the South San Diego Small
Business Development Center, Olivewood Gardens and Learning
Center, and A Reason To Survive Arts Center (ARTS).
As the selection process for this RFP continues. the team is excited
to share the vision and encourage feedback from other community
groups and organizations including:
Kimball Park Neighborhood Council
• Southwestern College
• Filipino American Chamber of Commerce
• Kiwanis Club of National City
National City Rotary Club
Environmental Health Coalition
• San Diego County Hispanic Chamber of Commerce
• South County Economic Development Center
• Council of Phillippine Americans
• Chicano Federation of San Diego County
STH • B I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
8 llq!gX3 L 'ON 1auwg3elly
THE PARTNERSHIP
8th 8 B will be developed by a JV partnership between
Malick Infill Development and Protea Properties.
The managing partners of the development entity will be
Andrew Malick and Jeff Essakow.
Project Management /
Entitlement
Malick Infill Development
Andrew Malick
Core Consultants
Kathy Breedlove
Phillip Esteban
Pamela Salisbury
Linda Skemp
Architect
The Miller Hull Partnership
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BT"& B DEVCO, LLC*
Malick Infill Development i Protea Properties
Structural
DCI Engineers
Civil
SWS Engineers
President
Jeffrey Essakow
Underwriting / Financing
Protea Properties
Paul Gherini
Landscape
McCullough Landscape
Architecture
General Contractor
TED—
PTH 8 B I NATIONAL CITY I MALIGN INFILL DEVELOPMENT $ PROTEA PROPERTIES 11
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
8„ U4!UX3 l 'ON iauwq euy
PROJECT RELATED EXPERIENCE: PROTEA PROPERTIES
FLOWER HIES PROMENADE, SAN DIEGO, CA
r ; . 4-
40,
Jr
V
RELEVANCE TO NATIONAL CITY
• Mixed -use
• Enhance the pedestrian experience
• Community catalyst project
Siam
171.000 SF; 15 Acres
Protea Properties
3262 Holiday Ct # 100
La Jolla. CA 92037
T: 858.457.5593
E: pgherini®proleaproperlies.com
Renovation S Expansion by
SOPA Architecture end Planning
1545 Hotel Chile South. Studio 200
San Diego. CA 92108
T: 619.297.0131
E: Infosdes9pa.com
The renovation of Flower Hill Promenade focuses on the customer experience.
integrating hospitality elements in its common areas and blending retail with
active uses. Food. leisure, and entertainment draw customers to visit the mall
more often —and linger to enjoy the amenities.
Located near Califomia's famous Del Mar racetrack, the Flower Hill shopping
center is an open-air collection of local boutique retailers and upscale
restaurants. This mixed -use project includes a full renovation of common
spaces, new construction (Whole Foods Market and Sharp medical offices), and
landscaping. The renovation clarified the purpose of the building from the street
by increasing visibility of storefronts and entryways, and decreasing automotive
traffic along the front streetscape. New palm trees and landscaping add to
the natural appeal, making Flower Hill a place where shoppers are happy to
spend their time.
A new parking structure was created and is tucked into the hillside behind
the retail. adding 400 unobtrusive parking spaces and alleviating vehicle
congestion at the storefronts.
STH 118 I NATIONAL CITY I MALICK INFILL DEVELOPMENT A PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
9 1!q!UX3 L. 'ON j UWLPellV
PROJECT RELATED EXPERIENCE: MALICK INFILL
TWELVE ON ALABAMA, SAN OIEGO, CA
RELEVANCE TO NATIONAL CITY
• Modern amenities
• Transportation access
Size:
8 000 SF
Number of Units:
12
Mallek Inflll Development
Andrew Meli k. Director
Tr 619.252.8465
E: endrew@matickinfill.com
Prior to this project, small scale developers avoided the North Park
neighborhood. Existing market rental comps were virtually half of what this
project rented for at initial lease -up. Surrounding property owners took notice
and began investing in their single family homes and underperforming multi-
family properties. Developers also took notice, spurring a mini building boom
in the neighborhood.
Twelve on Alabama brought new and
modern apartment living to North Park.
The neighborhood was always cool, this
project helped other developers recognize
it. Designed. built and developed by Butler
Malick Master Builders.
NORTH 30, SAN 0IEG0, CA
RELEVANCE 10 NATIONAL CITY
• Modern amenities
• Transportation access
• Mlxed•uae
Size:
9,000 SF
Number of Units:
12
Commercial Space:
3 Boutique Retail / Office Storefronts
Mallck Inflll Development
Andrew Malick. Director
T: 619.252.8465
E: endrew@malickinfill.com
Located at the ultimate node on the 30th Street corridor in North Park,
this mixed use project features roof decks and a private interior courtyard
for residents. This project proved that new units don't need to be large to
command premium rents. A focus on connection to the outdoors through the
use of large windows and tall ceilings help these units feel grander than they
actually are. Designed, built and developed by Butler Malick Master Builders.
8TN a B I NATIONAL CITY I MALICK INFILL DEVELOPMENT 4 PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
IS
8,, i!4!4X3 l 'ON ieuuayoelld
PROJECT RELATED EXPERIENCE: PROTEA PROPERTIES
SEAPORT, SAN DIM, CA
RELEVANCE TO NATIONAL CITY
• Activated ground floor plane
• Enhance and bring community together
• Mixed -use project: retail, dining, entertainment,
education, hospitality, maritime
• Promotes effective use of outdoor space
Protea Properties
3262 Holiday Ct # 100
Le Jolla, CA 92037
T: 858.457.5593
E: pgherini5proteaproperties.com
Seaport is a unique reimagining of one of the most important pieces of real
estate on San Diego's waterfront. It has been designed to provide valuable
community resources and world -class amenities and attractions for residents
and visitors alike. Bringing families and friends together for relaxation,
education and fun to create what we believe will be a new image for our great
city on the water.
The new Seaport will offer something for everyone, from local residents to
tourists. An expanded park and public space will open the waterfront to more
people: street shops and restaurants of of kinds will bring new vitality to the
waterfront and downtown; a hospitality core made up of lodging suitable
for all pocketbooks will bring 24/7 vitality and activity; lifelong education will
be a major component in a marine -focused charter school and facilities for
continuing studies: water sports. an outdoor gym. beach volleyball, boating
and swimming are also essential parts of the plan. And of course there will
also be the simple pleasures of just sitting on one of our beaches or strolling
along the expanded esplanade, Added to this there will be anchor attractions
like the state-of-the-art aquarium as well as The Spire that will carry locals
and visitors 500 feet above the bay to enjoy the breathtaking views.
Seaport will be a destination that brings life to the San Diego waterfront.
Through its wide range of exceptional amenities, improvements and
partnerships. it will provide a sought-after experience that's fresh and full of
energy, creating an environment that benefits residents as well as visitors
and members of the community.
8TH 8 8 I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
„8 l!4!4X3 l 'oN lGUW1.13eily
PROJECT RELATED EXPERIENCE: THE MILLER HULL PARTNERSHIP, LLP
IDEA I, SAN DIEGD, CA
RELEVANCE TO NATIONAL CITY
• Provides a campus hub for design
and related cultural activities
• Enhance the pedestrian experience
• Community catalyst project
Size:
129.000 SF
295 UMts
The Miller Hull Partnership, LLP
Caroline Kreiser, AIA, Principal
2150 West Washington Street. Suite 113
San Diego. CA 92110
T: 619.220.0984
E: daeiserernillemuN.com
Client Contact:
Rob Rittenheuer
Lowe Enterprises
858.565.7285
RReitenour@loweenterprises.com
8TH a B I NATIONAL CITY
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IDEA1 is the first step to establishing the Districts vision of becoming San
Diego's design + technology innovation hub. This will be achieved by mixing the
critical uses — office, residential, and retail — in a way that encourages interaction
between inhabitants of this block and the larger community. The design
principles that support an innovation ecosystem are on display in this project to
act as an inspiration for other I.D.E.A. District designers and developers.
Creative Office Space: 50,000 sf of future office space. Offices will
be available with large open bays - designed as raw. creative. and
reconfgurable space. With high ceilings and full height glazing, we are
confident that it will be highly desirable to creative individuals and firms.
Startup Housing: With 295 total units. our focus is on building flexible.
fresh and current spaces for today's urban dweller. Target residents include
entrepreneurs, creatives, recent grads, and downtown workers.
Retail and Restaurants: 12,000+ sf of street level retail Intended for unique
tenants that can provide the physical and social settings to encourage
collaboration between the diverse inhabitants. For example. a craft beer pub.
featuring live music, that becomes the watering hole for the District. Or a
"Maker Space" that allows for quick prototyping of new ideas.
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
VOONOONE, SEATTLE, PIA
Size: 100,000 SF 115 Units
Youngone is a true mixed -use project with corporate. residential, retail and
manufacturing. It Is envisioned as a vertical campus providing the North American
headquarters for an international manufacturing company. The site is located on the
West Seattle waterfront offering breathtaking views of the downtown Seattle skyline. 15
market rate apartments will be both rentable or held for company use based on need.
The building will serve as a corporate headquarters design lab manufacturing and
contain a prototype bay and retail store. The activated ground floor plane enhances the
pedestrian experience and interaction of residents and non-residents.
PIER 32, NATIONAL CITY, CA
Mae: 10.000 SF
Awards: 2011 Orchid, San Diego Architectural Foundation
This mixed -use project in National City includes manna support spaces. retail and
residential residents and non-residents. Two main buildings link pedestrian bridges and
a stair tower. These two buildings Irouse marine support spaces including locker rooms
and showers. an exercise room, dry/heated storage. laundry facility. boater's lounge.
community conference room. large outdoor terrace, grocerynood-service tenant space.
and open office spaces for the marina management and other tenants. Also included is
a residential unit for rental, or to be used by the manna management/security.
TNESHAY, WASHINGTON, D.C.
Size: 237,000 SF
The Shay is part of a urban core revitalization project and includes mixed -use
residential. community areas and retail. The primary objective is to create authentic and
distinctive architecture in the emerging Duke neighborhood just north of the downtown
Washington DC urban core. This unique arts district has a gutty end semi -raw feel
that sets it apart from other more professional oriented neighborhoods in the dty. We
see the Assemblage as having an eclectic mix of uses and architectural expression
that contributes to the vitality of the area. Retail and commercial spaces will have a
connection to the sidewalk and enhance the pedestrian experience.
333RENTER, SEATTLE,'' A
5
Size: 600.000 SF 0
This mixed -use development has a highly active ground floor plane with commercial. 3
retail and restaurants. Miller Hull is working with Kikoy Realty Corporation to provide a�D
model work place that promotes productivity for world -lass tenants. and contributes tip
.
the revitalization of the South Lake Union Neighborhood in Seattle. Washington. OfficeZ
• are being designed to favor collaboration areas over individual offices in response to O
tenant demands. Raw, creative and reconfigurable space capable of serving a single
or multiple tenants with large open bays and generous windows will allow maximum
daylight and flexibility. X
or
15
PROJECT RELATED EXPERIENCE: THE MILLER HULL PARTNERSHIP. LLP I MCCULLOUGH LANDSCAPE ARCHITECTURE
NATIONAL CITY MARINA DISTRICT PLAN, NATIONAL CITY, CA
RELEVANCE TO NATIONAL CITY
• National City Planning Process
• Provides Community Identity
• Community Amenities, Walking Paths,
Outdoor Spaces
• Land Use Planning Project
The Miller Hull Partnership, LLP
Caroline Kreiser. AIA. Principal
2150 West Washington Street. Suite 113
San Diego. CA 92110
T: 619.220.0984
E: ckreiser@millerhull.com
Phase 1: The first phase of the Marina District includes the addition of dry
boat storage and a boat maintenance shed along Marina Way, as well as a
recreational vehicle park, retail and amenities for RV site users in the
parcel north of Pier 32. The restroom at the North-East comer of the
marina will be upgraded and expanded, and an administration building
will be constructed within parcel B2. Along the jetty and marina there will
be series of "Environmental Living Units" - small 'net -zero energy' rental
cabins which will be topped with photovoltaics to produce their own power.
A dock and a small park at the end of the jetty provides public access to
the waterfront. Additionally. we propose to provide a series of buoys in the
Sweetwater channel for additional boating capacity. Farther west, there is a
proposed expansion to Pepper Park, doubling the public park space in the
Marina District.
Phase 2: Phase 2 of the proposed project includes the addition of an a
high -end and 3 additional boutique hotels. The Western most portion of RV
parkingwill be replaced with a high-rise hotel and a smaller scale boutique
hotel, set framing a garden court. The hotel will include conference space
suitable for small conventions and an underground parking structure.
The North—East corner of the marina will receive two boutique hotels at
which point the southem most row of RV parking will be replaced with
both parking and the hotel will be phased per economic feasibility.
Build Out: Envisioning the full build -out of the site, the area adjacent to the
Marina incorporates hotel. restaurant and retail space. A pedestrian and
bike path runs between the buildings, creating a village at the marina. A
waterside boutique hotel accommodates 40 rooms and a second hotel in the
north east corner has 60 rooms with ground floor retail and amenity space.
SELECTED WORKS Of MCCULLOUGH LANDSCAPE ARCHITECTURE
RELEVANT EXPERIENCE
• Mixed -use, Urban, Sustainable Design
• Landscape Layout, Irrigation
• Community Amenities, Outdoor Spaces
McCullough Landscape Architecture, Inc. (MLA)
David W. McCullough. RLA. ASIA. Principal
703 16e1 Street. Suite 100
San Diego. California 92101
T. 619.296.3150
E: david@mtasd.00m
• q�t A !
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McCullough Landscape Architecture (MLA) creates spaces for many hospitality,
retail, mixed -use and institutional properties around the world. Firm Principal
Landscape Architect and chief designer David McCullough provides a cutting -
edge. creative approach and has extensive experience in urban design and
design for the end -user, with an international portfolio of work. McCullough
oversees all projects with high quality control standards, and is flexibite and
consistent in meeting fast -track project schedule requirements as well as
sustainable design requirements. He also brings strong technical skills related
to podium construction, pool design. rooftop gardens, LEEDe design. planting
design, landscape layout, irrigation, and creating construction drawings.
Previous projects have earned awards and recognition in several national
publications. In addition, McCullough was appointed by Mayor Kevin Faulconer
to serve on the Historic Resources Board which governs the identification.
protection. retention and preservation of historical sites in San Diego.
BTU B B I NATIONAL CITY I MALICK INFILL DEVELOPMENT B PROTEA PROPERTIES
FYhihit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
8 i!9!4X3 l 'ON 1auwg3elld
PROJECT RELATED EXPERIENCE: DCI ENGINEERS I SWS CIVIL ENGINEERING. INC.
MERCADO DEL BARRIO, SAN OIESO, CA
RELEVANCE TO NATIONAL CITY
• Local Proximity
• Similar Construction Type
DCI Engineers
Ryan Slaybaugh. Prindpal
101 West Broadway. Suite 1250
San Diego, California 92101
T: 619.234.0501
E: rslaybeughedd-enginoers.com
DCI Engineers provided structural engineering services for this new. mixed -
use, residential project in the Barrio Logan area of San Diego. This project
consists of a multi -building development located at Cesar E. Chavez Parkway.
It includes commercial, restaurant and residential space, a clubhouse, office
space and a separate parking structure. The commercial space and restaurant
are located at grade level and are designed as "cold shells." The total area is
approximately 46,000-sf. The clubhouse. office and leasing center are located
at the second level with residential lofts, for a combined area of 7,000-sf.
The residential portion of the project will consist of three-story residential unit
buildings. located above the commercial space with an approximate area of
90.000-sf.
The 66,000-sf, 210-stall parking garage structure is located within the middle
of a'wrap around" residential construction project. but designed to be
independent of the adjacent buildings.
The commercial and restaurant portion is Type V wood and the parking garage
is constructed of cast -in -place concrete. A long span framing option was chosen
to allow for a clear and open structure.
AUTUMN TERRACE, SAN
P'!
RELEVANT EXPERIENCE
Wrfr
• Mixed -use, Urban, Sustainable Design
• Landscape Layout, Irrigation
• Community Amenities, Outdoor Spaces
• LEED" Platinum Certified
SWS CMI Engineering, Inc.
Michael D. Schweitzer, PE
261 Autumn Drive. Suite 115
San Marcos. CA 92089
T: 760.744.0011
E: michaeld2sws-angr.com
Michael designed and led construction administration services for Autumn
Terrace, an Infill, LEED Platinum, Mixed -Use Affordable Housing and
Commercial Retail development in San Marcos. located on a previously
severely underutilized site. SWS Engineering in partnership with Hitzke
Development, obtained approvals for a Specific Plan Amendment and new
Plot Plan, and provided onsite and offsite Civil Engineering. Surveying
and Construction Staking services from Entitlements through Constnlction
Administration. In addition to drastically reducing crime and improving the
aesthetics and quality of life for the residents, the development provided safe
spaces for community engagement. new pedestrian paths of travel to and from
an adjacent elementary school and generated new employment opportunities.
Autumn Terrace is one of the first LEED° Platinum Certified Multifamily projects
in San Diego County.
BTN • B I NATIONAL CITY I MALICK INF1LL DEVELOPMENT & RROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
17
8, 1!4!yx3 I. 'ON lauwyoelIV
OPPORTUNISTS, VISIONARIES, AND
CRAFTSMAN. THE TEAM BEHIND 8" AND B IS
MADE UP OF PASSIONATE PLACEMAKERS AND
LOCALS. WE'RE ALL COMMITTED TO BUILDING
SOMETHING UNIQUELY NATIONAL CITY.
DEVELOPER TEAM
ANDREW MALICK
Malick Infill
Andrew Malick has nearly 20 years of experience in the real
estate development industry. During his career he has worked in
all three legs of the development process; construction, design,
and development. He has direct experience in land acquisitions,
land planning, entitlement processing, underwriting, debt 8
equity sourcing, design, project estimating, project management,
construction implementation, lease -up, and property management.
His developments in the North Park are seen as being catalytic in the
revitalization of the area. He is currently developing a 60-unit mixed
use project on El Cajon Boulevard.
JEFFREY ESSEKOW
Protea Properties
Jeffrey Essakow is a Chartered Accountant and the Founding
Partner of Protea Holdings, LLC, Protea Properties, LLC and Protea
Property Management, Inc. He has developed in excess of $300
million in residential. commercial and retail projects and is currently
masterplanning a 350,000-square foot, mixed -use project in the
heart of La Jolla. As one of the three principals of Protea Water
Development, Jeffrey provides leadership and direction for the
economic and financial viability of the Seaport Project. As President
of Protea Properties, Jeffrey oversees all development activities and
is responsible for expanding the company's portfolio. His track record
as a successful entrepreneur, paired with proven financial and
management skills, position Protea as a company that can maximize
the potential of real estate development.
PAUL GHERINI
Protea Properties
Paul assists the Protea team with acquisitions and financial analysis.
He was a critical part of securing the Seaport project. Paul's previous
experience includes innovative adaptive reuse projects for Cruzan.
He has been a NAIOP member for eight years, and now serves
on the University Challenge and Developing Leader Steering
Committees. Paul will support the team with his extensive knowledge
of underwriting and financing.
ARCHITECT TEAM
CAROLINE KREISER
The Miller Hull Partnership
Caroline has over 20 years of diverse experience in the architectural
profession. She brings passion for sustainable architecture and
innovation as well as dedication to pragmatism to the project team. Her
skills include a thoughtful approach to project development with sensitivity
and respect for the nature of the site and the larger environment. Caroline
contributes strong organizational and communication skills to the team.
Furthermore, the meaningful integration of building, message and client
goals are under Caroline's constant scrutiny. Other strengths include
years of experience with public projects and construction administration,
as well as leading design workshops and eco-charettes.
BEN DALTON
The Miller Hull Partnership
As a design leader at Miller Hull, Ben brings over 15 years of experience,
including highly complex and sustainable projects. As a leader to the
design team, Ben is a great listener and he has a proven ability to sift
through a project's complexities to find an elegant and meaningful design
concept. He has demonstrated a history of integrating programmatic
needs and project realities (i.e. schedule and budget parameters) with
inspired conceptual solutions. He will provide continual inspiration to the
team and collaborate with all parties to turn the design into built reality.
LANDSCAPE ARCHITECT
DAVID MCCULLOUGH
McCullough Landscape Architecture (MLA)
As principal landscape architect, David oversees all aspects of the design
and production of firm projects at MLA. He serves as head designer
on all projects and maintains quality control on all work completed.
Previous projects have earned awards and recognition in several national
publications. MLA creates spaces for many hospitality, retail, mixed -use
and institutional properties around the world.
STN 8 B I NATIONAL CITY 1 MALICK INFILL DEVELOPMENT a PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
18
8, U9!4X3 l 'oN lauwipeuy
A GREAT PROJECT IS SEEN THROUGH WITH AN
EXPERIENCED TEAM.
STRUCTURAL ENGINEER TEAM
RYAN SLAYBAUGH
DCI Engineers
Ryan Slaybaugh has extensive experience providing structural
engineering services for the design and construction administration of
many different types of projects; including hospitality, parking and mixed -
use projects. Ryan has successfully managed many high -profile projects
and he specializes in the design of large cast -in -place concrete and
post -tensioned concrete multi -family residential structures and hotels.
He is also extremely knowledgeable about current building codes and
construction practices in both Washington and California.
JONATHAN DECK
DCI Engineers
Jonathan Deck has experience providing structural engineering services
for the design and construction administration of many different types of
projects including residential, hospitality, higher education, military and
mixeduse projects. Jonathan specializes in concrete and post -tensioned
concrete. multi -family residential structures and hotels. He is also well -
versed with regards to current building codes and construction practices
in California.
CIVIL ENGINEER
MICHAEL SCHWEITZER
SWS Engineering
Mr. Schweitzer has successfully managed the design and development
of many similar projects throughout Southern California, and applies this
experience to provide smart, sustainable and cost-effective site designs.
Working collaboratively with the project owner and Integral team members,
Michael aids in maximizing the crucial components of a successful infill
project including innovative storm water treatment alternatives, parking
optimization and aesthetically pleasing and functional grading and offsite
improvements. In addition. Mr. Schweitzer's experience provides valuable
knowledge of processing through regional governing agencies, aiding in
thoughtful navigation and helping ensure projects are completed on -time
and on -budget.
LOCAL FOOD & BEVERAGE CONSULTANT
PHIL ESTEBAN
A graduate of The Culinary Institute of San Diego, Phillip brings a
wealth of culinary experience, including The Guild Restaurant & Lounge
in Barrio Logan, Craft & Commerce, and Tender Greens, where he
spent five years helping to expand the brand in Southern California.
After a stint in New York City, Esteban joined local all-star chef Jason
Knibb at La Jolla's NINE -TEN before moving on to launch The Cork
& Craft, successfully putting the Rancho Bernardo restaurant on the
culinary map. In his current role as Research & Development Chef of
CH Projects. Esteban oversees menu development and contributes
to the hospitality group's culinary growth as it continues to refine its
popular restaurants, including lronside Fish & Oyster, UnderBelly and
Craft & Commerce, and develop new restaurant concepts, including its
newest offering, Born & Raised. in Little Italy. As Local Food & Beverage
Consultant, Phillip will assist the development team in formulating food
and beverage concepts for both the signature restaurant and micro F&B
outlets, and targeting outreach to engage potential tenants.
HOSPITALITY & LIFESTYLE CONSULTANT
KATHY BREEDLOVE
Kathy brings over 10 years' experience in resort planning and the
design and marketing of lifestyle experiences with a portfolio of
resort real estate offerings, including Beach Village at the Hotel
del Coronado: The Fitzgerald at Grove Park Inn, Asheville, North
Carolina; and Montelucia Resort Villas, Scottsdale, Arizona. Kathy
will work with the development team to refine the project design and
amenity mix to create a sense of community identity that will attract
and retain residents of mixed ages and incomes.
HOUSING & INTERIOR DESIGN CONSULTANT
PAMELA SALISBURY
Pamela has an extensive interior design and architecture background,
and has spent the last six years working in Facilities Operations for
the U.S. Navy. Pamela graduated Magna cum Laude from NewSchool
of Architecture and Design with a Master of Architecture, and studied
architecture at the Harvard Graduate School of Design. Her Masters'
thesis included extensive study of military housing environments.
Pamela will assist the development team in designing an environment
that will resonate with military personnel. including a curated mix of
retail and residential amenities.
IDENTITY, SIGNAGE, BRANDING CONSULTANT
LINDA SKEMP
A graphic designer and art director for over 10 years, Linda has a wide
variety of design experience ranging from print and digital marketing
to 360* advertising campaigns. She has worked with companies of all
sizes, from large brands such as Dasani/Coca-Cola and Intuit to mid-
size as well as smaller local businesses. Linda will collaborate with the
team to ensure high quality and consistency in the project branding,
signage and marketing materials.
8TH 8 B I NATIONAL CITY I MALICK INFILL DEVELOPMENT 8 PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
,9 1!4!gx3 1 'oN lauwyoew
ARCHITECTURAL NARRATIVE
DOWNTOWN NATIONAL CITY IS POISED TO TAKE A MAJOR
LEAP FORWARD IN BECOMING THE NEXT GREAT URBAN
NEIGHBORHOOD.
With its small town vibe, local character, existing services and proximity to both the Navy and
the heart of San Diego's downtown. National City has an opportunity to develop a vibrant
urban center uniquely its own.
8th & B is a development that recognizes this potential and is designed to be a launch point
for the urban lifestyle. Great variety is offered for both retail and residential typologies within
the building. To succeed in an emerging urban location, the development team understands
the importance of activating the street and curafing retail opportunities at a range of scales,
promoting both attainable options for local businesses and variety for its customers. Each
street facade is designed to respect the successful parts of the existing architectural fabric
while looking to catalyze the future of a more walkable, 24/7 urban life.
On the south end of the block, traditional townhouses are proposed to respect the
neighborhood scale along 9" Street. Brick will be used in the townhouse facades to insure a
quality housing product and to pull from the charming character of the historic row houses on
A Street. This scale of home is rare in new urban developments and offers opportunities for
families to remain in an urban space.
As 8th & B turns the corner, a vibrant streetscape with micro retail storefronts is planned along
B Ave, providing visual interest to pedestrians. Small scale start-up retailers and eateries will
get their start in these 400sf shops and deliver an array of options in an emerging location
that would not be possible with traditionally sized retail. Brick is continued at the upper levels
of this east facade and the scale jump is subtle with Terrace Townhomes sitting above a 25'
podium. These upper level residences are 2 bedroom units and offer additional diversity to the
housing options offered. The lobby for the main residential building is also located mid -block
on B Ave, contributing to an active street life.
Along 8th Street, the 25' podium continues and establishes a street frontage appropriately
scaled for an urban center. At 25', the podium provides high volume space to retail tenants
and aligns with the existing Auction House facade which will be renovated and restored to
serve as the home for a new signature restaurant. Leasable spaces along 8th Street will
be more traditional in depth at 30' providing an attractive retail space for larger tenants or
a neighborhood artisan market concept. The north end of the alley on the west side of the
building is proposed to be captured as a new parklet/public gathering space. Developed as
part of the 8th & B development, the parklet will support the new restaurant with opportunities
for outdoor seating, but will also be available to the public at all times.
Above the 25' podium. the residential building takes a final leap in scale and rises to the
90' height limit with 6 floors of residential micro -units. The east side of the residential tower
includes a view deck shaded with photovoltaic panels. One of the more interesting aspects
of the project is a shared podium level fully opening to 8th street on the northeast comer.
This terrace level takes full advantage of the local climate, providing over 5000sf of shared
outdoor amenity space. Opening onto this outdoor area are a shared dub room and large
fitness room. The terrace opens fully at the northeast corner with lounge seating and BBQ
area - activating the street corner of 8th & B from above.
The architectural design will have a clean. modern feel while respecting the neighborhood
context with a building offering a variety of scales instead of one large mass. The
development will be an attractive addition to the downtown area, while contributing to an
enhanced architectural image for National City.
The building will be designed to a LEED°silver-equivalent and will include sustainable
features such as solar PV and green roofs.
8TH 8 8 I NATIONAL CITY I MAUCK INFILL DEVELOPMENT 8 PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
8 1!4!gx3 l oN lauwg3e11V
tt
t�k
TERRACE TOWNHOMES
HIE
MICRO -UNITS
titt
CO -LIVING SUITES
riL
_ Ali '_I j!{1_I_ 11li �!_I �!i� 1I g I mill
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IIIi111111111i11111il11111111� I
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ROWHOMES
ihtt
/
RETAIL & FAST CASUAL FOOD
DOWNTOWN IN ONE BUILDING
/
/ 7
/
/i
RETAIL & ANCHOR FOOD
II El
THE PROPOSED BUILDING, WILL ACT
AS A CATALYST FOR THE DEVELOPMENT
OF DOWNTOWN NATIONAL CITY.
B" and B will have a variety of residential unit types that will appeal
to a wide ranging demographic. The Rowhomes along 9' street
are deal for families. The Terrace Townhomes are ideal for small
families, couples. and singles. The micro units will ideally suit military
personnel, singles, and minimalist couples. Co -Living suites will
allow opportunities for roommates. live/work spaces, and students.
By incorporating micro and shared living units into the building, the
density will be increased beyond that of a typical market -rate project.
Additionally, the flexible micro -retail at the ground level will provide
multitude of storefronts. with retail bays sized to support companies
from start-up level to larger established vendors. Incorporating
opportunities for local food vendors and smaller retailers will help to
immediately activate 8th and B streets.
The density of the deveoplment provides much needed foot traffic
to support local retail. Activation of the street with the use of
landscaping, public art, and streetsde dining will also help to create a
vibrant street life.
ITN / I I NATIONAL CITY I MA LICK INFILL DEVELOPMENT 8 PROTEA PROPERTIES 21
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
.8. PcIPIx3 L 'aN lauwyoeuy
CO -LIVING CONCEPT
EAST/WEST SECTION
GYM, LAUNDRY, FAMILY ROOM
SHARED SPACE
BACKYARD & BBQ
GATHERING SPACE
3RD SPACE/DINING TABLE
NEIGHBORHOOD SPACE
THE WHOLE BUILDING SERVES AS YOUR HOME
Co -living is gaining traction for a variety of reasons. Whether a couple wants to downsize to gain financial freedom or a
young professional wants to simplify their life. co -living can provide an ideal living solution for many people. 8' and B will
provide the residents with generous shared amenity areas, including outdoor living, providing the opportunity to socialize
with friends and neighbors. The building will become their home and the neighborhood is the amenity, allowing residents
to experience everyday life in a new way.
r
SKY LOUNGE
SHARED SPACE
INDIVIDUAL BALCONIES
PRIVATE SPACE
BEDROOM
PERSONAL SPACE
GARAGE
STORAGE
ATN A B I NATIONAL CITY I MALICK INF1LL DEVELOPMENT A PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
I1914X3 l 'ON lauw4Oe1IV
T.O.PARAPET
/T -O
SKY LOUNGE
SHARED SPACE
Y
L
tag
- ,Y
tilti
NORTH/SOUTH SECTION
T.O. PARAPET,
IE7EL/ -
BT-f
_ EELJ+
8T-M
fit -1---r �-
-T O. POSDIOM Y
A it
8TM • B I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES 23
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
8 ,1!q!4X3 l 'ON leuwg3eW
■ RETAIL
■ ROWHOMES
• AMENITY
BUILDING AREAS - level 1+1
PARKING COUNTS
STD ADA MOTO
IN GARAGE
64
3
2
ON GRADE
5
1
5
ON STREET
20
-
-
TOTALS
89
4
7
OVERALL
100
AREA BREAKDOWN (S.F.)
ROW -
PARKING RETAIL HOMES
FLOOR 1
12,000
5,240
2,600
FLOOR 2
12,000
2,940
2,600
PODIUM TOWER TERRACE ROW
HOMES
FLOOR 3
8,100
4,000
2,600
FLOOR 4
8,100
4,000
FLOORS
8,100
FLOOR 6
8,100
FLOOR 7
8,100
FLOOR 8
4,100
OVERALL
92,580
UNIT BREAKDOWN
3-BD Rowhouses 6
Terrace Townhomes 10
Co -Living Suites 10
Micro -Units 82
Total Residential Units 108
Not shown in this drawing is bike storage, which is provided in a secured, cov-
ered area of the garage and will hold approximately 54 bikes or a ratio of half a
bike per unit.
BIN 8 B I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
24
8 1!q!uX3 l 'ON lauwyoeliV
■ RETAIL
■ ROWHOMES
■ TERRACE TOWNHOMES
■ CO -LIVING SUITE
■ AMENITY
MICRO UNITS
BUILDING AREAS - level 3
PARKING COUNTS
STD ADA MOTO
IN GARAGE
64
3
2
ON GRADE
5
1
5
ON STREET
20
TOTALS
89
4
7
OVERALL
100
AREA BREAKDOWN (S.F.)
ROW -
PARKING RETAIL HOMES
FLOOR 1
12,000
5.240
2,600
FLOOR 2
12,000
2,940
2,600
PODIUM TOWER TERRACE ROW -
HOMES
FLOOR 3
8,100
4,000
2,600
FLOOR 4
8,100
4,000
FLOOR 5
8,100
FLOOR 6
8,100
FLOOR 7
8,100
FLOOR 8
4,100
OVERALL
92,580
UNIT BREAKDOWN
3-BD Rowhouses 6
Terrace Townhomes 10
Co -Living Suites 10
Micro -Units 82
Total Residential Units 108
Roughly 2.000 SF of conditioned amenity space will be provided at terrace level
and is represented by the yellow box. Outdoor amenity space at the terrace level is
roughly 5.000 SF and at the Sky Lounge roughly 1,000 SF.
&TH & B NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
25
8, i!4!4X3 l 'ON lauwy3euy
■ RETAIL
■ ROWHOMES
■ TERRACE TOWNHOMES
■ CO -LIVING SUITE
1111 AMENITY
■ MICRO UNITS
BUILDING AREAS - summary
PARKING COUNTS
STD ADA MOTO
IN GARAGE
64
3
2
ON GRADE
5
1
5
ON STREET
20
-
-
TOTALS
89
4
7
OVERALL
100
AREA BREAKDOWN (S.F.)
ROW -
PARKING RETAIL HOMES
FLOOR 1
12,000
5,240
2.600
FLOOR 2
12,000
2,940
2,600
PODIUM TOWER TERRACE ROW -
HOMES
FLOOR 3
8,100
4,000
2,600
FLOOR 4
8,100
4,000
FLOOR 5
8,100
FLOOR 6
8,100
FLOOR 7
8,100
FLOOR 8
4.100
OVERALL
92,580
UNIT BREAKDOWN
3-BD Rowhouses 6
Terrace Townhomes 10
Co -Living Suites 10
Micro -Units 82
Total Residential Units 108
8TH 8 B I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
26
8 i!Q!4X3 L 'ON lauui43eilV
MICRO UNIT
2 BEDROOM COINNO SURE
REPRESENTATIVE UNIT PLANS
T BEDROOM COINING SURE
Not pictured:
Terrace Townhomes and Rowhomes
8TH 8 8 I NATIONAL CITY I MALICK INFILL DEVELOPMENT 8 PROTEA PROPERTIES 27
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
.9. l!Q!4X3 L '0N lauulloelly
DEVELOPMENT ZONE 10
DEVELOPMENT ZONE 9
■ REQUESTED DEVIATION FROM CURRENT 35'
HEIGHT LIMIT ZONE 10
ZONE 9
ZONE 10
ZONING ANALYSIS
The development team has made every effort to design the
project within the regulations of the Downtown Specific Plan.
Balancing the difficult site constraints, financial feasibility and
the development regulations, the proposed project deviates
only slightly from the Downtown Specific Plan and proposed
plan update. The project meets the intent of the plan if not all
of the specific regulations. The development team will request
a slight deviation from the current 36' height limit in zone
10 (to 47'), as well as the parking requirement reduction
discussed on page 7. Both of these modifications are
consistent with the intent of Specific Plan Update.
Development Zone #9
FAR: 5:1 max, 2.5:1 minimum
Maximum Height: 90'
'/ Parcel Size: 14,375 SF
Maximum density on 14 parcel: 71,875 SF
Minimum density on % parcel: 35,938 SF
Permitted Uses: mixed -use, Main Street retail focus
Development Zone #10
FAR: 3:1
Maximum Height: 35'; Specific Plan update proposes 75'
'/: Parcel Size: 14,375 SF
Maximum density on 4 parcel: 43,125 SF
Permitted Use: Mixed -use, neighborhood focus
PROPOSED
Site FAR = 92,580/28,750 = 3.2
Note: The development team has not been able to determine
the specific boundary between Zone 10 and Zone 9. The
proposed overall FAR of 3.2 is within the FAR ranges of the
Specific Plan.
ETN 8 B I NATIONAL CITY I MALICK INFILL DEVELOPMENT IS PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
28
.8. 3!4!4X3 l '0N 49UWlpeW
LEVEE I
8TH & B I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
29
.8,1!Q!UX3 L 'ON lauwLpelld
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
LEVEL 2- UPPER PARKING DECK
9TM A 13 I NATIONAL CITY 1 MALICK INFILL DEVELOPMENT 8 PROTEA PROPERTIES 30
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
.8.3!4!4X3 l 'oN lauwyaegy
TERRACE LEVEL
STH 8 B I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
8, U404X3 6 'ON lauw43el►y
_f �►�
t I
. 0:1 1 1 k IP t. . II. 0,144 0 111* I I I I 1%1 144 1 1 .
ter:#,\ 'ti •!I t. 1 :„1 0 .t..
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TERRACE TOWNHOME - level 2
BTM & B 1 NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
8 l!q!4X3 L ON lauwgoellb'
TYPICAL TOWER PLAN
ETM • E I NATIONAL CITY I MALICK INFlLL DEVELOPMENT & PROTEA PROPERTIES 33
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
ROOF PLAN
!TN & ■ I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
34
l!y!4x3 l'ON lauwyoelwV
EAST ELEVATION
•
The design of the east elevation features a pedestrian orientation which will foster a vibrant and active street life.
The development team envisions fast casual eateries with indoor/outdoor counter seating, and/or other retail spaces
with glass storefronts.
STREET ACTIVATION - site furnishings & parklets
8TN 8 B I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
33
.8 U9!4X3 1. 'ON lauuaypelltl
rill
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MEM M._.: lira _Al railmi
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POTENTIAL MURAL SPACE
PARKLET
WEST ELEVATION
A signature restaurant behind the vintage H&M Goodies Family Auction storefront will feature roll -up doors opening to
outdoor seating in the new parklet. The west elevation includes multiple opporunities for public art in the parklet space
and murals above garage entrance.
ALLEY TRANSFORMATION
8TM 8 B I NATIONAL CITY I MALICK INFILL DEVELOPMENT 8 PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
36
I!q!4X3 L 'ON lauwq ellH
1111101111111WWW num.
ill ▪ ▪ 1.t'��
1 orsormnrcron,
is—
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RETAIL ACTIVATION
WITT
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RESTORED AUCTION FACADE
NORTH ELEVATION
The North elevation maintains the Main Street look and feel by retaining the existing Auction House storefront with its
clerestory windows and Art Deco detailing. A signature restaurant in this space will open to the new parklet in the front
portion of the alleyway, creating an energetic street -level experience.
8TH 8 B I NATIONAL CITY I MALICK INF1LL DEVELOPMENT 8 PROTEA PROPERTIES
SI
8, U4!4X3 l 'ON laUWU3elld
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
• OWE
•
1! !
3-story Townhomes along 9' street are in keeping with the residential scale and rhythm already established. These
homes aim to reflect the character, charm and history of the surrounding single-family neighborhood
CONTEXT, SCALE, & CHARACTER
BTH B B I NATIONAL CITY MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
iR
a l!9!4X3 l "oN jeuuayoellb'
"lit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
BIRD'S EYE VIEW FROM CORNER OF STH AND B
8TH 8 B I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
VIEW FROM CORNER OF BTH AND B
STM & 8 I NATIONAL CITY I MALICK INFILL DEVELOPMENT A PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
8.1!q!gxa l oN lauwgO
VIEW FROM �TH ST AND ALLEY
BTH & B I NATIONAL CITY I MALICE INFILL DEVELOPMENT & PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
i��anM=01ZIZMEI
tat 4pi !'l'RM 1
,nil , �,:'1 9 4, itta w !l i
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t ; Et r 1 1i =k i9 N 311
VIEW FROM 9TH ST AND ALLEY
!TN!! I NATIONAL CITY I MALICK INFILL DEVELOPMENT A PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
1
C/3
1.
=I
-47
vi
•
1-c:2 -
•
11/1141.0.
•-•se •
Attachmnet No, 1 Exhibit "B"
• •..
r
BTH & B 1 NATIONAL CITY I MALICK INFILL DEVELOPMENT & PPOTEA PPOPEPTI,
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
COMMUNITY BENEFITS
THE DEVELOPMENT AT BT" AND B IS INTENDED TO EMBRACE AND ENGAGE
THE COMMUNITY, OFFERING A GREAT PLACE TO LIVE, WORK AND PLAY AND
CONTRIBUTING TO THE REEMERGENCE OF DOWNTOWN NATIONAL CITY AS A
THRIVING CITY CENTER.
In keeping with the vision and policies outlined in the National City Downtown Specific Plan, the 8' and B this
development will be a model for a vibrant, pedestrian oriented, walkable downtown center, with high quality street -
facing buildings and a visually appealing streetscape that supports street level activities. This project will meet the
goals and objectives of the National City Downtown Specific Plan as follows:
ECONOMIC INVESTMENT OBJECTIVES
• Encourage Investment In the downtown area by serving as a catalyst for future development
• Coordinate with the Navy to encourage more military personnel to live and shop in downtown by providing
housing opportunities and retail well -suited for their needs
• Encourage more housing in downtown to help support local retail and service markets by providing 108 new
housing units downtown
• Create a mixture of services and retail opportunities within the downtown to help keep money in the local economy
by providing 7000 SF of retail and restaurant opportunities
NAVAL LASE SAN DIEGO
8TH & B I NATIONAL CITY I MALICK INFILL DEVELOPMENT 8 PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
PARKING OBJECTIVES
• Provides for smaller units with associated lowered parking requirements (82 micro living units with a
proposed parking ration of 0.5)
• Includes Transportation Demand Management plan to encourage alternate forms of transportation
• Provides alternative parking space for other forms of transportation including motorcycles, scooters, bikes.
small autos/electric vehicles
• Provides curb space for rideshare/vanpool/carshare/future autonomous vehicle drop off
LAND USE AND URBAN DESIGN OBJECTIVES
• Adds density in dose proximity to the trolley and high performing transit
• Provides micro -units with appropriate amenities
• Maintains the Main Street look and feel of 8'" Street while allowing for new development
• Allows for adaptive reuse for neighborhood character and Main Street storefronts by retaining the vintage
auctionhouse storefront
• Provides buffers to single family neighborhoods in/or adjacent to the Specific Plan area to provide a transition to
higher density development: (The townhomes on 9"' Street will provide a residential scale adjacent to the single family
neighborhood and provide a transition to the higher density multi -family development)
MOBILITY AND ACCESS
• Provides for clustered development with access to transit, amenities and services
• Provides a mix of local land uses that could help to lower trips and vehicular miles travelled
9, 114!UX3 L '°N lauwg0e11b'
SCHEDULE
Title
Given Planned
Work
0 in 8th and Market Project
1 ENA Executed
2 Environmental & Soils Tests 6 weeks
3 Appraisal 4 weeks
4 Negeotlate DDA 12 weeks
5 Sign Compensation Agreement
6 Schematic Design 3 months
7 Design Development 3 months
8 50% Design Development
9 Construction Documentation 5 months
10 Building Permit Processing 6 months
11 100% Construction Drawings
12 Construction Contract Executed
13 Construction Loan Executed
14 Building Permit Issued
15 Land Purchased from City
16 Ground Breaking
17 Construction Phase 16 months
18 Demo 4 weeks
19 Grading & Excavating 5 weeks
20 Occupancy Permit
8 Predecessors
Expected
Start
8/1/17
8/1/17
8/1/17
2 9/12/17
3 10/10/17
4 1/1/18
5 1/2/18
6 3/27/18
75F+6 weeks 5/7/18
7 6/19/18
9FF+17 weeks 9/18/18
9 11/5/18
105F+5 months 2/4/19
14SF-1 week 2/26/19
10 3/4/19
14F5+3 days 3/7/19
3/7/19
10 3/5/19
1755 3/5/19
18 4/2/19
17 5/25/20
01/201
021 03
02/2017
04 105 106
8th and Market ProJect
03/2017
07 108 09
04/2017
10 11 I12
01/2018
01102 103
02/2018
04105_I 06
03/ 2018
07 108109
04/2018
10 111 112
01/2019
01 IO2I 03
02/2019
04 I OS 106
03/2019
07I08I09
04/2019
10I11 112
01/2020
01 102 103
02/ 2020
04I OS I08
ENA Executed tea
Environmental a Soils Tests
Appraisal rim I—
gneotmte DDA �
Sign Compensation Agreement 11)--5+ Schematic Design 13 months
Design Development
50% Design Development
Construction Documentation
Building Permit rocessing
100% Con [ruction Dr wings
Construction Contract Executed
Construction Loan Executed
Building Permit Issued
Land Purchased from City
Ground Breaking
O
Construction Phase r--1l.}3 years
Demo I;
Grading & Exovadng
Occupancy Permit
r
In reviewing the information provided in these materials. please keep in mind that the 8th and B projed is still in the development stage; many
of the items are preliminary concepts or estimates. We are actively reviewing and refining the Project to reflect site and market conditions and
opportunities, feedback from the City and other stakeholders, and other considerations. As a result. many aspects of the Project described in these
materials. including but not limited to. the cost. design (including unit types, unit count. and square footages), programming (including target retail
tenant mix). proformas. and development schedule. will change over time. Please contact us if you wish to receive an update on the Project or on
any of the information contained herein.
8TH B B I NATIONAL CITY I MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
45
,8, 1!4!Ux3 L. 'ON j3UW 3 )
Table 1 Project Description Table 2 Estimated Development Costs
Total Site Area I. Aquistion Costs
A. Subject Site 0.66 Acres Subject Site $ 500,000
B. Private Parcels 0 Acres Private Parcels $ C. Total Site Area 0.66 Acres Total Acquisition Costs $ 500,000
II. Gross Building Area
B. Residential - Rental
Net Rentable Area
Tower Circulation' 11,100
Lobby 760
Gym/Laundry/Common 2,800
Common Areas/Circulation
Gross Building Area
C. Commercial
Net Leasable Area
Common Areas/Circulation
D. Parking
E. Grand Total GBA
III. Construction Type
Rowhomes on Grade
Commercial & Parking
Townhomes on Podium
Co -Living Tower
IV. Number of Stories Above Grade
Tower
47,060 SF
14,660 SF
61,720 SF
5,240 SF
SF
24,000 SF
92,580 SF
Type V
Type I
Type V
Type III
V. Unit Mix
B. Residential - Rental
MicroUnit (Studio) 82 Units
Co -Living Suite (2 Bed) 6 Units
Co -Living Suite (3 Bed) 4 Units
Podium Townhomes (2 Bed) 10 Units
Rowhomes (3 Bed) 6 Units
VI. Parking
A. Garage Parking 69 Spaces
B. Covered on Grade Parking 11 Spaces
C. Street Parking 20 Spaces
D. Total Parking 100 Spaces
7 Stories
300 SF
650 SF
690 SF
800 SF
1300 SF
'Covered Unconditioned Space
Note: Area Calculations may slightly differ from FAR calculations elsewhere in this package.
IV.
V.
Direct Costs
Off Site Improvements $ 100,000
On Site Improvements/Landscaping $ 100,000
Remediation $ 85,000
Parking $ 1,200,000
Shell Construction - Residential - Rental $ 12,044,855
Shell Construction - Commercial $ 1,572,000
Tenant Improvements - Commercial $ 100,000
Amenities/FF&E $ 577,200
Contingency $ 1,495,645
Total Direct Costs $ 17,274,700
PREVAILING WAGE REQUIREMENTS ARE NOT INCLUDED IN THE DIRECT COSTS ABOVE.
Indirect Costs
Architecture & Engineering $ 1,381,976
Permits & Fees $ 1,750,000
Legal & Accounting $ 65,000
Taxes & Insurance $ 110,000
Developer Fee $ 863,735
Marketing/Lease-Up Residential $ 25,000
Marketing/Lease-Up Commercial $ 25,000
Contingency $ 335,698
Total Indirect Costs $ 4,556,409
Financing Fees
Loan Fees
Interest During Construction
Interest During Lease -Up
Operating Reserves Lease -Up
Total Financing Cost
$ 246,000
$ 758,000
$ 822,000
$ 74,000
$ 1,900,000
Total Development Costs $ 24,231,108
In reviewing the Information provided in these materials, please keep in mind that the Bth and B project is still in the development stage: many
of the items are preliminary concepts or estimates. Ole ere actively reviewing end refining the Project to reflect site and market conditions and
opportunities, feedback from the City and other stakeholders, end other considerations. Asa result, many aspects of the Project described in these
materials. including but not limited to. the cost, design (including unit types, unit count. end square footages), programming (including target retail
tenant miz), proformas. and development schedule. will change over time. Please contact us if you wish to receive an update on the Project or on
any of the information contained herein.
8TN 8 B I NATIONAL CITY I MALICK INFILL DEVELOPMENT A PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
46
,a !q!gx3 l 'oN iauwyoeUV
Table 4 Net Operating Income - Residential - Rental
Residential Income
MicroUnit - Studio
Co -Living Suite (2-Bed)
Co -Living Suite (3-Bed)
Terrace Townhome (2-Bed)
Rowhome (3-Bed)
Total/Average
# Units
Monthly Rent Rent/SF Total Annual
82 $ 1,400 $ 4.67 $
6 $ 2,250 $ 3.46 $
4 $ 3,200 $ 4.64 $
10 $ 2,500 $ 3.13 $
6 $ 2,995 $ 2.30 $
108 $ 1,704 $ 4.32 $
II. Total Residential Income
Other Income $ 89.33 Unit/Month
III. Gross Scheduled Income (GSI)
(Less) Vacancy 5%
IV. Effective Gross Income (EGI)
V. Operating Expenses
(Less) Operating Expenses
(Less) Replacement Reserves
(Less) Property Taxes
(Less) Services/Amenities
Total Operating Expenses
$ (1,732.59) Unit/Year
$ (577.53) Unit/Year
$ (3,334.70) Unit/Year
$ (130.47) Unit/Year
$ (5,775.29) Unit/Year
1,377,600
162,000
153,600
300,000
215,640
2,208,840
Table 5 Net Operating Income - Commercial
Gross Scheduled Income (GSI)
Boutique Commercial 1
Boutique Commercial 2
Boutique Commercial 3
Boutique Commercial 4
Boutique Commercial 5
Anchor Food & Beverage
Total/Average GSI
$ 115,770 II. Effective Gross Income (EGI)
(Less) Vacancy
Total Effective Gross Income
$ 2,324,610
$ (116,231)
$ 2,208,380
$ (187,119)
$ (62,373)
$ (360,147)
5 (14,091)
5 (623,731)
VII. Net Operating Income (NOI) - Residential - Rental
$ 1,584,649
III. Operating Expenses
(Less) Commercial Operating Expenses
SF Rent/SF Total Annual
400 $ 3.00 $ 14,400
400 $ 3.00 $ 14,400
400 $ 3.00 $ 14,400
400 $ 3.00 $ 14,400
400 $ 3.00 $ 14,400
3240 $ 2.01 $ 78,000
5240 $ 2.39 $ 150,000
10% $ (15,000)
$ 135,000
$ (20,250)
IV. Net Operating Income (NOI) - Commercial
$ 114,750
In reviewing the information provided in these materials. please keep in mind that the 8th and B project is still in the development stage. many
of the items are preliminary concepts or estimates. We are actively reviewing and refining the Project to reflect site and market conditions and
opportunities, feedback from the City and other stakeholders, and other oonsiderations. As a result. many aspects of the Project described in these
materials, including but not limited to. the cost. design (including unit types unit count. and square footeges). programming (including target retail
tenant mist proformes. and development schedule. well change over time. Please contact us if you wish to receive an update on the Project or on
any of the information contained herein.
8TH 8 B I NATIONAL CITY I MALICK INFILL DEVELOPMENT 8 PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
47
8 1!q!UX3 L .oN lauwgoepy
Table 6 Financing Surplus/Deficit Table 7 Permanent Sources and Uses By Component
Sources of Funds I. Uses of Funds Total
Supportable Permanent Loan - Rental Residential $ 21,628,709 A. Development Costs $ 30,398,156
Equity Contribution $ 8,632,172 B. Proposed Land Payment $ 500,000
Income During Lease -Up $ 637,274 C. Total Uses of Funds $ 30,898,156
Total Sources of Funds $ 30,898,156
II. Permanent Sources of Funds
(Less) Development Costs $ (24,231,108) A. Private Sources of Funds
Equity $ 8,632,172
Financing Surplus/(Deficit) $ 6,667,048 Debt $ 21,628,709
Income during Lease -Up $ 637,274
(1) Supportable Perm Loan Assumptions: 8 Public Sources of Funds
Net Operating Income $ 1,699,399
Debt Service Coverage Ratio 1.20 C. Total Sources of Funds $ 30,898,156
Interest Rate 5.25%
Term (Years)' 10
Annual Debt Service $ (1,433,214)
This project meets the lending criteria to qualify as a residential structure.
Commercial portion of project will not need to be separately financed.
'Assumes 30 Year Amoritization
In reviewing the information provided in these materiels, please keep in mind that the 8th and 8 project is still In the development stage: many
of the items are preliminary concepts or estimates. We are actively reviewing and refining the Project to reflect site and market conditions and
opportunities, feedback from the City and other stakehdders. and other considerations. As a resut. many aspects of the Project described in these
materials. Including but not limited to. the coal. design (including unit types, unit count. and square foolages). programming (including target retail
tenant mix). proformaa. and development schedule. w ffl change over time. Please contact us if you wish to receive an update on the Project or on
any of the information contained herein.
STD DR I NATIONAL CITY 1 MALICK INFILL DEVELOPMENT & PROTEA PROPERTIES
Exhibit "B" to the Purchase and Sale Agreement for 130 E. 8th St.
48
1!Q!4x3 L 'ON lauwy3elWV
Attachment No. 1
Exhibit C
Property Information
Based on a preliminary consistency review the project is in line with the updated Downtown
Specific Plan.
1
RESOLUTION NO. 2018 —
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY
AUTHORIZING THE CITY MANAGER TO EXECUTE A REAL PROPERTY
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
FOR THE SALE OF PROPERTY LOCATED AT 130 EAST 8TH STREET
IN NATIONAL CITY TO PROTEA NATIONAL CITY, LLC
WHEREAS, the City owns certain real property ("Property") located at 130 East
8th Street in National City; and
WHEREAS, the Property was designated as a site for future development by the
Revised Long Range Property Management Plan approved by the State of California
Department of Finance for properties previously owned by the Successor Agency to Community
Development Commission of the City of National City as the National City Redevelopment
Agency; and
WHEREAS, IDNP Holdings, LLC ("Developer") responded to the Downtown
National City Smart Growth Request for Proposals ("RFP") issued by the City on March 15,
2017; and
WHEREAS, the City selected the Developer's proposal through the RFP process
and entered into an Exclusive Negotiating Agreement with the Developer on June 20, 2017; and
WHEREAS, the Developer has agreed to purchase the Property for the
appraised value of $520,000 and has formed Protea National City, LLC as the entity that will
purchase and hold title to the Property and construct the proposed project described in the
Developer's proposal; and
WHEREAS, the sale of the Property is subject to the execution of a
Compensation Agreement between the affected taxing entities.
NOW, THEREFORE, BE IT RESOLVED that the City Council hereby authorizes
the City Manager to execute a real property Purchase and Sale Agreement and Joint Escrow
Instructions for the sale of property located at 130 East 8th Street in National City to Protea
National City, LLC.
PASSED and ADOPTED this 16th day of January, 2018.
Ron Morrison, Mayor
ATTEST: APPROVED AS TO FORM:
Michael R. Dalla, City Clerk Angil P. Morris -Jones
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
January 24, 2018
Andrew Malick, Manager
Protea National City, LLC
2358 University Avenue, #1765
San Diego, CA 92104
Dear Mr. Malick,
On January 16th, 2018, Resolution No. 2018-2 was passed and adopted by the City
Council of the City of National City, authorizing execution of a Purchase and Sale
Agreement with Protea National City, LLC.
We are forwarding a certified copy of the above Resolution and a fully executed original
Agreement.
Michael R. Dalla, CMC
City Clerk
Enclosures
— CALIFORNIA
NATIONAL Citry
INCORPORATED
18th St. Pedestrian and Bicycle Enhancements Project
CIP No: 16-10
Contractor: Tri-Group Construction & Development, Inc.
Reason/Purpose for this Change Order:
To remove and replace an existing catch basin deck that is aged and in need of repair.
CHANGE ORDER NO. 1
October 12, 2017
The City of National City and Contractor agree to the following change to the original Contract:
The contractor has been direct to sawcut and remove the existing catch basin deck on the south west corner
of 18th and N. Ave, use protective BMP's as needed, haul off and properly dispose of all waste and
reconstruct using a radiused angle and vertical bars per SDRSD D-12, dowel into the existing concrete and
place rebar, and include all other materials and work needed including traffic control to complete
reconstruction of the catch basin deck. The work described above and any other work or related costs has
been authorized at the agreed lump sum price listed below.
Original Contract Amount $ 915,818.00
Net change by previously authorized Change Orders
Subtotal 915,818.00
Amount of this change order 7,988.00
New contract amount $ 923,806.00
Wo 'rig days added: 0 Working
Su ed by:
anage
ved by:
days subtracted: 0 Percent change in Contract to date 0.87%
-2/-/& I
Date City Project Manager Date
City !n ginee2r / Date City Manager, required for Change Orders>$24,999 Date
By signing this Change Order the Contractor confirms that he/she is completely familiar with its terms and conditions and has fairly
negotiated its price, terms and conditions. If this Change Order is approved, Contractor will provide all of the equipment, materials and
labor necessary to provide a complete work as described above at that the price stated herein. Additionally, Contractor confirms that the
price is fair and complete and represents all costs associated with the work, including but not limited to all equipment, materials, labor,
supervision, overhead, fees, bonds, insurance, profit, etc. and that there will be no further compensation. All of the terms and conditions
of the original contract documents are incorporated herein. (2 originals: 1 for City Clerk, 1 for Contractor)
Accepted and agreed to by (Contractor's name):
Name:
/z(,g
Date
Note to Contractor: If you do not agree with this Change Order you may be directed to proceed with this work under the terms of the
contract and you may proceed under protest. You must comply with the contract requirements of submitting a written protest to protect
your claim.
Originals: City Clerk, Contractor
cc: Engineering project file, Project Manager
�hyt14
1243 National City Boulevard, National City, CA 91950 Telephone (619) 336-4380
P L
August 29, 2017
TRI-GROUP
Construction and Development, Inc.
Lic. No. 792159
Mr. Sean Gill
City of National City
1243 national City Blvd
National City CA 91950
Reference: 18th Street Pedestrian & Bicycle Enhancements
Subject: REVISED Cost Proposal for the NW corner of 18th & N Inlet
Tri-Group proposes to :
Set-up Traffic Control at N & 18th
Protect Inlet from any pollutant during construction with BMP's.
Saw -cut concrete
Demo top of inlet
Remove, haul, dispose of concrete with rebar debris
Dowel rebar into existing
Place rebar for the new top of inlet
Form for the new top of the inlet
Pour new Top of Inlet
Apply curing compound
Strip forms
Cleanup
Remove BMP's
Remove Trafiic Control
For a Lump Sum of $7,988 and 3 days added to contract.
Cost Break Down,
Labor $4,984.00 (laborers 56 hrs at $71, Operator 8 hr at $98 Driver 8 hrs at $28)
Labor markup $ WAIVED
Material: $1,525 (concrete CY $675, Forms $250, Rebar $350 Cure $50 Dowels $100 Other $100)
Material Markup $ WAIVED
Equipment $1,716 less $316 discount = $1,400 (work truck 28 hrs, Breaker 8 hrs, d Truck 8 hrs)
Equipm Markup $ WAIVED
Bond $ 79
Sincerely
Hani Assi
9580 Black Mountain Rd, Suite L • San Diego, CA 92126 • Office' (858) 689-0058 • Fax (858) 689-1594
CALIFORNIA
N%TI.ONAL CITY
INCORPORATED
18th St. Pedestrian and Bicycle Enhancements Project
CIP No: 16-10
Contractor: Tri-Group Construction & Development, Inc.
Reason/Purpose for this Change Order:
To install 23 traffic detector loops on 18th St. at the intersections of Newell and Euclid not previously show on
the plans.
CHANGE ORDER NO. 2
October 12, 2017
The City of National City and Contractor agree to the following change to the original Contract: —�
The contractor has been directed to install 23 additional traffic detection loops on 18th St. at the intersections
of Newell and Euclid per the email dated 9/19/17. All work was not previously shown on the plans and is
needed due to the grind and overlay proposed to the existing asphalt on this project. All work and related
costs has been authorized at the agreed lump sum price listed below.
Original Contract Amount . $ 915,818.00
Net change by previously authorized Change Orders
Subtotal
Amount of this change order
New contract amount......
Wo ' • • days added: 5 V1�orking days subtracted: 0
Sub by:
Ci ngineer
Date
7,988.00
923,806.00
15,089.00
Percent change in Contract to date 2.52%
City Project Manager
938,895.00
Date
/ �21'k
Date City Manager, required for Change Orders>$24,999 Date
By signing this Change Order the Contractor confirms that he/she is completely familiar with its terms and conditions and has fairly
negotiated its price, terms and conditions. If this Change Order is approved, Contractor will provide all of the equipment, materials and
labor necessary to provide a complete work as described above at that the price stated herein. Additionally, Contractor confirms that the
price is fair and complete and represents all costs associated with the work, including but not limited to all equipment, materials, labor,
supervision, overhead, fees, bonds, insurance, profit, etc. and that there will be no further compensation. All of the terms and conditions
of the original contract documents are incorporated herein. (2 originals: 1 for City Clerk, 1 for Contractor)
Accepted and agreed to by (Contractor's name):
P At-3
Name:
r/►2/1,5
Date
Note to Contractor: If you do not agree with this Change Order you may be directed to proceed with this work under the terms of the
contract and you may proceed under protest. You must comply with the contract requirements of submitting a written protest to protect
your claim.
Originals: City Clerk, Contractor
cc: Engineering project file, Project Manager
iji9/18
1243 National City Boulevard, National City, CA 91950 Telephone (619) 336-4380
TRI••GROUP
Construction and Development, Inc.
Lic. No. 792159
October 10, 2011
Mr. Sean Gill
City of National city
1243 National City Blvd
National City CA 91950
Re: 18th Street Pedestrian & Bicycle Enhancements No. 16-10
Subject: Detection Loops Cost Proposal
Tri-Group Proposes to furnish and install 23 DETECTION LOOPS with traffic control at a Lump Sum price of
$15,089.00
Please add 5 working days to the contract (about 5 loops a day) .
Cost Break Down:
A) Subcontract Work (see attached) $9,200.00
B) Subcontractor's markup 5% $ 460.00
C) Labor (Traffic Control: 1 Laborer Group 4 40 hrs at $72.63 / hr) .... $2,905.00
D) Labor Markup 20% $ 581.00
E) Equipment.: (TC Truck 40 hr at $27, TC devices 40 hrs at $12 / hr) $1,560.00
F) Equipment Markup 15% $ 234.00
G) Bond 1 % $ 149.00
Conditions:
1) Valid until 10/20/2017
2) Extra Charges may apply for additional material
3) Based on Prevailing wages
4) Work to be performed in one move -In. Additional move -ins at $300 / move -in
5) Excludes Night work, Permit Fees and plans, Surveying, and weekend work
6) Excludes a new TC plan and permit. If needed, add $1,200 for North County TC to generate one.
9580 Black Mountain Rd, Suite L • San Diego, CA 92126 • Office (858) 689-0058 • Fax (858) 689-1594
National City l8th Street
Perry Electric Job #792 RFC #1 Loops
Company: Tri Group 9/20/2017
9580 Black Mountain Rd Suite L
Address: San Diego CA 92126
Phone:
ATTN:
Qty Item Description Ext
23 Vehicle Detection Loops
Exclusions
All original Contract exclusions Apply
Valid for thirty days from date of quote
Extra charges may apply for additional material
Contractor's License N 747931(C-10)
Per City Request @ $400 each
Excludes Night or Weekend Work, Traffic Control
Permits or Plans, Stubouts.
Grand Total
$ 9,200.00
$ 9,200.00
PO Box 710130 Santee, CA 92C72 (G19; 449 0045 ; (G19) 449-0511 fax
NAT" Cirry
INCORPORATED -
18th St. Pedestrian and Bicycle Enhancements Project
CIP No: 16-10
Contractor: Tri-Group Construction & Development, Inc.
Reason/Purpose for this Change Order:
Pay SDSG&E service point fee for St. lights at 18th and Lanoitan.
CHANGE ORDER NO. 3
November 3, 2017
rThe City of National City and Contractor agree to the following change to the original Contract:
The contractor has been directed to pay the SDG&E service point permit fees directly to SDG&E in order to
expedite underground inspection. The contractor shall be reimbursed for those fees at the agreed lump sum
price listed below.
Original Contract Amount $ 915,818.00
Net change by previously authorized Change Orders 23,077.00
Subtotal 938,895.00
Amount of this change order 991.00
ii.,r
New contract amount $ 939,886.00 I/24/I$
Working days added: 10 Working days subtracted: 0 Percent change in Contract to date 2.63%
Sub d by:
Date City Project Manager
Date
Date City Manager, required for Change Orders>$24,999 Date
By signing this Change Order the Contractor confirms that he/she is completely familiar with its terms and conditions and has fairly
negotiated its price, terms and conditions. If this Change Order is approved, Contractor will provide all of the equipment, materials and
labor necessary to provide a complete work as described above at that the price stated herein. Additionally, Contractor confirms that the
price is fair and complete and represents all costs associated with the work, including but not limited to all equipment, materials, labor,
supervision, overhead, fees, bonds, insurance, profit, etc. and that there will be no further compensation. All of the terms and conditions
of the original contract documents are incorporated herein. (2 originals: 1 for City Clerk, 1 for Contractor)
Accepted and agreed to by (Contractor's name):
Name:
o jf- (2-tv
Date
Note to Contractor: If you do not agree with this Change Order you may be directed to proceed with this work under the terms of the
contract and you may proceed under protest. You must comply with the contract requirements of submitting a written protest to protect
your claim.
Originals: City Clerk, Contractor
cc: Engineering project file, Project Manager
1243 National City Boulevard, National City, CA 91950 Telephone (619) 336-4380
TRI GROUP CONSTRUCTION
AND DEVELOPMENT, INC.
9560 Black Mountain Rel. Suite L
San Diego. CA 92126
656-669-0056
PAY TO THE San Diego Gas & Electric
ORDER OF
Nine Hundred Ninety -One and 00/100
San Diego Gas & Electric
PO Box 25111
Santa Ana, CA 92799
18th
UNION BANK OF CALIFORNIA. N.A.
16880 BERNARDO CENTER DR
SAN DIEGO. CA 92128
16-49/1220
56819
10/19/2017
$ •991.00
00568L911' I:L220004961:002L26968311'
TRI GROUP CONSTRUCTION
AND San LDiego Gas & Electric
New UG SVC PT
UBOC Checking 18th
TRI GROUP CONSTRUCTIONnIN
AND DSEan�ego Nas is Electric
New UG SVC PT
UBOC Checking 18th
10/19/2017
10/19/2017
DOLLAI
9M1c
991.00
5681E
991.00
991.00
'RW)RATED t,
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
TRI-GROUP CONSTRUCTION & DEVELOPMENT, INC.
18TH ST. PEDESTRIAN AND BICYCLE ENHANCEMENTS PROJECT
Change Orders #1 through #3, CIP No. 16-10
Judy Hernandez (Engineering/Public Works) Forwarded
Copy of Change Order to Tri-Group Construction & Development, Inc.
— CALIFORNIA
NATIONAL Citry
INCORPORATED
18th St. Pedestrian and Bicycle Enhancements Project
CIP No: 16-10
Contractor: Tri-Group Construction & Development, Inc.
Reason/Purpose for this Change Order:
To remove and replace an existing catch basin deck that is aged and in need of repair.
CHANGE ORDER NO. 1
October 12, 2017
The City of National City and Contractor agree to the following change to the original Contract:
The contractor has been direct to sawcut and remove the existing catch basin deck on the south west corner
of 18th and N. Ave, use protective BMP's as needed, haul off and properly dispose of all waste and
reconstruct using a radiused angle and vertical bars per SDRSD D-12, dowel into the existing concrete and
place rebar, and include all other materials and work needed including traffic control to complete
reconstruction of the catch basin deck. The work described above and any other work or related costs has
been authorized at the agreed lump sum price listed below.
Original Contract Amount $ 915,818.00
Net change by previously authorized Change Orders
Subtotal 915,818.00
Amount of this change order 7,988.00
New contract amount $ 923,806.00
Wo 'rig days added: 0 Working
Su ed by:
anage
ved by:
days subtracted: 0 Percent change in Contract to date 0.87%
-2/-/& I
Date City Project Manager Date
City !n ginee2r / Date City Manager, required for Change Orders>$24,999 Date
By signing this Change Order the Contractor confirms that he/she is completely familiar with its terms and conditions and has fairly
negotiated its price, terms and conditions. If this Change Order is approved, Contractor will provide all of the equipment, materials and
labor necessary to provide a complete work as described above at that the price stated herein. Additionally, Contractor confirms that the
price is fair and complete and represents all costs associated with the work, including but not limited to all equipment, materials, labor,
supervision, overhead, fees, bonds, insurance, profit, etc. and that there will be no further compensation. All of the terms and conditions
of the original contract documents are incorporated herein. (2 originals: 1 for City Clerk, 1 for Contractor)
Accepted and agreed to by (Contractor's name):
Name:
/z(,g
Date
Note to Contractor: If you do not agree with this Change Order you may be directed to proceed with this work under the terms of the
contract and you may proceed under protest. You must comply with the contract requirements of submitting a written protest to protect
your claim.
Originals: City Clerk, Contractor
cc: Engineering project file, Project Manager
�hyt14
1243 National City Boulevard, National City, CA 91950 Telephone (619) 336-4380
P L
August 29, 2017
TRI-GROUP
Construction and Development, Inc.
Lic. No. 792159
Mr. Sean Gill
City of National City
1243 national City Blvd
National City CA 91950
Reference: 18th Street Pedestrian & Bicycle Enhancements
Subject: REVISED Cost Proposal for the NW corner of 18th & N Inlet
Tri-Group proposes to :
Set-up Traffic Control at N & 18th
Protect Inlet from any pollutant during construction with BMP's.
Saw -cut concrete
Demo top of inlet
Remove, haul, dispose of concrete with rebar debris
Dowel rebar into existing
Place rebar for the new top of inlet
Form for the new top of the inlet
Pour new Top of Inlet
Apply curing compound
Strip forms
Cleanup
Remove BMP's
Remove Trafiic Control
For a Lump Sum of $7,988 and 3 days added to contract.
Cost Break Down,
Labor $4,984.00 (laborers 56 hrs at $71, Operator 8 hr at $98 Driver 8 hrs at $28)
Labor markup $ WAIVED
Material: $1,525 (concrete CY $675, Forms $250, Rebar $350 Cure $50 Dowels $100 Other $100)
Material Markup $ WAIVED
Equipment $1,716 less $316 discount = $1,400 (work truck 28 hrs, Breaker 8 hrs, d Truck 8 hrs)
Equipm Markup $ WAIVED
Bond $ 79
Sincerely
Hani Assi
9580 Black Mountain Rd, Suite L • San Diego, CA 92126 • Office' (858) 689-0058 • Fax (858) 689-1594
CALIFORNIA
N%TI.ONAL CITY
INCORPORATED
18th St. Pedestrian and Bicycle Enhancements Project
CIP No: 16-10
Contractor: Tri-Group Construction & Development, Inc.
Reason/Purpose for this Change Order:
To install 23 traffic detector loops on 18th St. at the intersections of Newell and Euclid not previously show on
the plans.
CHANGE ORDER NO. 2
October 12, 2017
The City of National City and Contractor agree to the following change to the original Contract: —�
The contractor has been directed to install 23 additional traffic detection loops on 18th St. at the intersections
of Newell and Euclid per the email dated 9/19/17. All work was not previously shown on the plans and is
needed due to the grind and overlay proposed to the existing asphalt on this project. All work and related
costs has been authorized at the agreed lump sum price listed below.
Original Contract Amount . $ 915,818.00
Net change by previously authorized Change Orders
Subtotal
Amount of this change order
New contract amount......
Wo ' • • days added: 5 V1�orking days subtracted: 0
Sub by:
Ci ngineer
Date
7,988.00
923,806.00
15,089.00
Percent change in Contract to date 2.52%
City Project Manager
938,895.00
Date
/ �21'k
Date City Manager, required for Change Orders>$24,999 Date
By signing this Change Order the Contractor confirms that he/she is completely familiar with its terms and conditions and has fairly
negotiated its price, terms and conditions. If this Change Order is approved, Contractor will provide all of the equipment, materials and
labor necessary to provide a complete work as described above at that the price stated herein. Additionally, Contractor confirms that the
price is fair and complete and represents all costs associated with the work, including but not limited to all equipment, materials, labor,
supervision, overhead, fees, bonds, insurance, profit, etc. and that there will be no further compensation. All of the terms and conditions
of the original contract documents are incorporated herein. (2 originals: 1 for City Clerk, 1 for Contractor)
Accepted and agreed to by (Contractor's name):
P At-3
Name:
r/►2/1,5
Date
Note to Contractor: If you do not agree with this Change Order you may be directed to proceed with this work under the terms of the
contract and you may proceed under protest. You must comply with the contract requirements of submitting a written protest to protect
your claim.
Originals: City Clerk, Contractor
cc: Engineering project file, Project Manager
iji9/18
1243 National City Boulevard, National City, CA 91950 Telephone (619) 336-4380
TRI••GROUP
Construction and Development, Inc.
Lic. No. 792159
October 10, 2011
Mr. Sean Gill
City of National city
1243 National City Blvd
National City CA 91950
Re: 18th Street Pedestrian & Bicycle Enhancements No. 16-10
Subject: Detection Loops Cost Proposal
Tri-Group Proposes to furnish and install 23 DETECTION LOOPS with traffic control at a Lump Sum price of
$15,089.00
Please add 5 working days to the contract (about 5 loops a day) .
Cost Break Down:
A) Subcontract Work (see attached) $9,200.00
B) Subcontractor's markup 5% $ 460.00
C) Labor (Traffic Control: 1 Laborer Group 4 40 hrs at $72.63 / hr) .... $2,905.00
D) Labor Markup 20% $ 581.00
E) Equipment.: (TC Truck 40 hr at $27, TC devices 40 hrs at $12 / hr) $1,560.00
F) Equipment Markup 15% $ 234.00
G) Bond 1 % $ 149.00
Conditions:
1) Valid until 10/20/2017
2) Extra Charges may apply for additional material
3) Based on Prevailing wages
4) Work to be performed in one move -In. Additional move -ins at $300 / move -in
5) Excludes Night work, Permit Fees and plans, Surveying, and weekend work
6) Excludes a new TC plan and permit. If needed, add $1,200 for North County TC to generate one.
9580 Black Mountain Rd, Suite L • San Diego, CA 92126 • Office (858) 689-0058 • Fax (858) 689-1594
National City l8th Street
Perry Electric Job #792 RFC #1 Loops
Company: Tri Group 9/20/2017
9580 Black Mountain Rd Suite L
Address: San Diego CA 92126
Phone:
ATTN:
Qty Item Description Ext
23 Vehicle Detection Loops
Exclusions
All original Contract exclusions Apply
Valid for thirty days from date of quote
Extra charges may apply for additional material
Contractor's License N 747931(C-10)
Per City Request @ $400 each
Excludes Night or Weekend Work, Traffic Control
Permits or Plans, Stubouts.
Grand Total
$ 9,200.00
$ 9,200.00
PO Box 710130 Santee, CA 92C72 (G19; 449 0045 ; (G19) 449-0511 fax
NAT" Cirry
INCORPORATED -
18th St. Pedestrian and Bicycle Enhancements Project
CIP No: 16-10
Contractor: Tri-Group Construction & Development, Inc.
Reason/Purpose for this Change Order:
Pay SDSG&E service point fee for St. lights at 18th and Lanoitan.
CHANGE ORDER NO. 3
November 3, 2017
rThe City of National City and Contractor agree to the following change to the original Contract:
The contractor has been directed to pay the SDG&E service point permit fees directly to SDG&E in order to
expedite underground inspection. The contractor shall be reimbursed for those fees at the agreed lump sum
price listed below.
Original Contract Amount $ 915,818.00
Net change by previously authorized Change Orders 23,077.00
Subtotal 938,895.00
Amount of this change order 991.00
ii.,r
New contract amount $ 939,886.00 I/24/I$
Working days added: 10 Working days subtracted: 0 Percent change in Contract to date 2.63%
Sub d by:
Date City Project Manager
Date
Date City Manager, required for Change Orders>$24,999 Date
By signing this Change Order the Contractor confirms that he/she is completely familiar with its terms and conditions and has fairly
negotiated its price, terms and conditions. If this Change Order is approved, Contractor will provide all of the equipment, materials and
labor necessary to provide a complete work as described above at that the price stated herein. Additionally, Contractor confirms that the
price is fair and complete and represents all costs associated with the work, including but not limited to all equipment, materials, labor,
supervision, overhead, fees, bonds, insurance, profit, etc. and that there will be no further compensation. All of the terms and conditions
of the original contract documents are incorporated herein. (2 originals: 1 for City Clerk, 1 for Contractor)
Accepted and agreed to by (Contractor's name):
Name:
o jf- (2-tv
Date
Note to Contractor: If you do not agree with this Change Order you may be directed to proceed with this work under the terms of the
contract and you may proceed under protest. You must comply with the contract requirements of submitting a written protest to protect
your claim.
Originals: City Clerk, Contractor
cc: Engineering project file, Project Manager
1243 National City Boulevard, National City, CA 91950 Telephone (619) 336-4380
TRI GROUP CONSTRUCTION
AND DEVELOPMENT, INC.
9560 Black Mountain Rel. Suite L
San Diego. CA 92126
656-669-0056
PAY TO THE San Diego Gas & Electric
ORDER OF
Nine Hundred Ninety -One and 00/100
San Diego Gas & Electric
PO Box 25111
Santa Ana, CA 92799
18th
UNION BANK OF CALIFORNIA. N.A.
16880 BERNARDO CENTER DR
SAN DIEGO. CA 92128
16-49/1220
56819
10/19/2017
$ •991.00
00568L911' I:L220004961:002L26968311'
TRI GROUP CONSTRUCTION
AND San LDiego Gas & Electric
New UG SVC PT
UBOC Checking 18th
TRI GROUP CONSTRUCTIONnIN
AND DSEan�ego Nas is Electric
New UG SVC PT
UBOC Checking 18th
10/19/2017
10/19/2017
DOLLAI
9M1c
991.00
5681E
991.00
991.00
'RW)RATED t,
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
TRI-GROUP CONSTRUCTION & DEVELOPMENT, INC.
18TH ST. PEDESTRIAN AND BICYCLE ENHANCEMENTS PROJECT
Change Orders #1 through #3, CIP No. 16-10
Judy Hernandez (Engineering/Public Works) Forwarded
Copy of Change Order to Tri-Group Construction & Development, Inc.
— CALIFORNIA
NATIONAL Citry
INCORPORATED
18th St. Pedestrian and Bicycle Enhancements Project
CIP No: 16-10
Contractor: Tri-Group Construction & Development, Inc.
Reason/Purpose for this Change Order:
To remove and replace an existing catch basin deck that is aged and in need of repair.
CHANGE ORDER NO. 1
October 12, 2017
The City of National City and Contractor agree to the following change to the original Contract:
The contractor has been direct to sawcut and remove the existing catch basin deck on the south west corner
of 18th and N. Ave, use protective BMP's as needed, haul off and properly dispose of all waste and
reconstruct using a radiused angle and vertical bars per SDRSD D-12, dowel into the existing concrete and
place rebar, and include all other materials and work needed including traffic control to complete
reconstruction of the catch basin deck. The work described above and any other work or related costs has
been authorized at the agreed lump sum price listed below.
Original Contract Amount $ 915,818.00
Net change by previously authorized Change Orders
Subtotal 915,818.00
Amount of this change order 7,988.00
New contract amount $ 923,806.00
Wo 'rig days added: 0 Working
Su ed by:
anage
ved by:
days subtracted: 0 Percent change in Contract to date 0.87%
-2/-/& I
Date City Project Manager Date
City !n ginee2r / Date City Manager, required for Change Orders>$24,999 Date
By signing this Change Order the Contractor confirms that he/she is completely familiar with its terms and conditions and has fairly
negotiated its price, terms and conditions. If this Change Order is approved, Contractor will provide all of the equipment, materials and
labor necessary to provide a complete work as described above at that the price stated herein. Additionally, Contractor confirms that the
price is fair and complete and represents all costs associated with the work, including but not limited to all equipment, materials, labor,
supervision, overhead, fees, bonds, insurance, profit, etc. and that there will be no further compensation. All of the terms and conditions
of the original contract documents are incorporated herein. (2 originals: 1 for City Clerk, 1 for Contractor)
Accepted and agreed to by (Contractor's name):
Name:
/z(,g
Date
Note to Contractor: If you do not agree with this Change Order you may be directed to proceed with this work under the terms of the
contract and you may proceed under protest. You must comply with the contract requirements of submitting a written protest to protect
your claim.
Originals: City Clerk, Contractor
cc: Engineering project file, Project Manager
�hyt14
1243 National City Boulevard, National City, CA 91950 Telephone (619) 336-4380
P L
August 29, 2017
TRI-GROUP
Construction and Development, Inc.
Lic. No. 792159
Mr. Sean Gill
City of National City
1243 national City Blvd
National City CA 91950
Reference: 18th Street Pedestrian & Bicycle Enhancements
Subject: REVISED Cost Proposal for the NW corner of 18th & N Inlet
Tri-Group proposes to :
Set-up Traffic Control at N & 18th
Protect Inlet from any pollutant during construction with BMP's.
Saw -cut concrete
Demo top of inlet
Remove, haul, dispose of concrete with rebar debris
Dowel rebar into existing
Place rebar for the new top of inlet
Form for the new top of the inlet
Pour new Top of Inlet
Apply curing compound
Strip forms
Cleanup
Remove BMP's
Remove Trafiic Control
For a Lump Sum of $7,988 and 3 days added to contract.
Cost Break Down,
Labor $4,984.00 (laborers 56 hrs at $71, Operator 8 hr at $98 Driver 8 hrs at $28)
Labor markup $ WAIVED
Material: $1,525 (concrete CY $675, Forms $250, Rebar $350 Cure $50 Dowels $100 Other $100)
Material Markup $ WAIVED
Equipment $1,716 less $316 discount = $1,400 (work truck 28 hrs, Breaker 8 hrs, d Truck 8 hrs)
Equipm Markup $ WAIVED
Bond $ 79
Sincerely
Hani Assi
9580 Black Mountain Rd, Suite L • San Diego, CA 92126 • Office' (858) 689-0058 • Fax (858) 689-1594
CALIFORNIA
N%TI.ONAL CITY
INCORPORATED
18th St. Pedestrian and Bicycle Enhancements Project
CIP No: 16-10
Contractor: Tri-Group Construction & Development, Inc.
Reason/Purpose for this Change Order:
To install 23 traffic detector loops on 18th St. at the intersections of Newell and Euclid not previously show on
the plans.
CHANGE ORDER NO. 2
October 12, 2017
The City of National City and Contractor agree to the following change to the original Contract: —�
The contractor has been directed to install 23 additional traffic detection loops on 18th St. at the intersections
of Newell and Euclid per the email dated 9/19/17. All work was not previously shown on the plans and is
needed due to the grind and overlay proposed to the existing asphalt on this project. All work and related
costs has been authorized at the agreed lump sum price listed below.
Original Contract Amount . $ 915,818.00
Net change by previously authorized Change Orders
Subtotal
Amount of this change order
New contract amount......
Wo ' • • days added: 5 V1�orking days subtracted: 0
Sub by:
Ci ngineer
Date
7,988.00
923,806.00
15,089.00
Percent change in Contract to date 2.52%
City Project Manager
938,895.00
Date
/ �21'k
Date City Manager, required for Change Orders>$24,999 Date
By signing this Change Order the Contractor confirms that he/she is completely familiar with its terms and conditions and has fairly
negotiated its price, terms and conditions. If this Change Order is approved, Contractor will provide all of the equipment, materials and
labor necessary to provide a complete work as described above at that the price stated herein. Additionally, Contractor confirms that the
price is fair and complete and represents all costs associated with the work, including but not limited to all equipment, materials, labor,
supervision, overhead, fees, bonds, insurance, profit, etc. and that there will be no further compensation. All of the terms and conditions
of the original contract documents are incorporated herein. (2 originals: 1 for City Clerk, 1 for Contractor)
Accepted and agreed to by (Contractor's name):
P At-3
Name:
r/►2/1,5
Date
Note to Contractor: If you do not agree with this Change Order you may be directed to proceed with this work under the terms of the
contract and you may proceed under protest. You must comply with the contract requirements of submitting a written protest to protect
your claim.
Originals: City Clerk, Contractor
cc: Engineering project file, Project Manager
iji9/18
1243 National City Boulevard, National City, CA 91950 Telephone (619) 336-4380
TRI••GROUP
Construction and Development, Inc.
Lic. No. 792159
October 10, 2011
Mr. Sean Gill
City of National city
1243 National City Blvd
National City CA 91950
Re: 18th Street Pedestrian & Bicycle Enhancements No. 16-10
Subject: Detection Loops Cost Proposal
Tri-Group Proposes to furnish and install 23 DETECTION LOOPS with traffic control at a Lump Sum price of
$15,089.00
Please add 5 working days to the contract (about 5 loops a day) .
Cost Break Down:
A) Subcontract Work (see attached) $9,200.00
B) Subcontractor's markup 5% $ 460.00
C) Labor (Traffic Control: 1 Laborer Group 4 40 hrs at $72.63 / hr) .... $2,905.00
D) Labor Markup 20% $ 581.00
E) Equipment.: (TC Truck 40 hr at $27, TC devices 40 hrs at $12 / hr) $1,560.00
F) Equipment Markup 15% $ 234.00
G) Bond 1 % $ 149.00
Conditions:
1) Valid until 10/20/2017
2) Extra Charges may apply for additional material
3) Based on Prevailing wages
4) Work to be performed in one move -In. Additional move -ins at $300 / move -in
5) Excludes Night work, Permit Fees and plans, Surveying, and weekend work
6) Excludes a new TC plan and permit. If needed, add $1,200 for North County TC to generate one.
9580 Black Mountain Rd, Suite L • San Diego, CA 92126 • Office (858) 689-0058 • Fax (858) 689-1594
National City l8th Street
Perry Electric Job #792 RFC #1 Loops
Company: Tri Group 9/20/2017
9580 Black Mountain Rd Suite L
Address: San Diego CA 92126
Phone:
ATTN:
Qty Item Description Ext
23 Vehicle Detection Loops
Exclusions
All original Contract exclusions Apply
Valid for thirty days from date of quote
Extra charges may apply for additional material
Contractor's License N 747931(C-10)
Per City Request @ $400 each
Excludes Night or Weekend Work, Traffic Control
Permits or Plans, Stubouts.
Grand Total
$ 9,200.00
$ 9,200.00
PO Box 710130 Santee, CA 92C72 (G19; 449 0045 ; (G19) 449-0511 fax
NAT" Cirry
INCORPORATED -
18th St. Pedestrian and Bicycle Enhancements Project
CIP No: 16-10
Contractor: Tri-Group Construction & Development, Inc.
Reason/Purpose for this Change Order:
Pay SDSG&E service point fee for St. lights at 18th and Lanoitan.
CHANGE ORDER NO. 3
November 3, 2017
rThe City of National City and Contractor agree to the following change to the original Contract:
The contractor has been directed to pay the SDG&E service point permit fees directly to SDG&E in order to
expedite underground inspection. The contractor shall be reimbursed for those fees at the agreed lump sum
price listed below.
Original Contract Amount $ 915,818.00
Net change by previously authorized Change Orders 23,077.00
Subtotal 938,895.00
Amount of this change order 991.00
ii.,r
New contract amount $ 939,886.00 I/24/I$
Working days added: 10 Working days subtracted: 0 Percent change in Contract to date 2.63%
Sub d by:
Date City Project Manager
Date
Date City Manager, required for Change Orders>$24,999 Date
By signing this Change Order the Contractor confirms that he/she is completely familiar with its terms and conditions and has fairly
negotiated its price, terms and conditions. If this Change Order is approved, Contractor will provide all of the equipment, materials and
labor necessary to provide a complete work as described above at that the price stated herein. Additionally, Contractor confirms that the
price is fair and complete and represents all costs associated with the work, including but not limited to all equipment, materials, labor,
supervision, overhead, fees, bonds, insurance, profit, etc. and that there will be no further compensation. All of the terms and conditions
of the original contract documents are incorporated herein. (2 originals: 1 for City Clerk, 1 for Contractor)
Accepted and agreed to by (Contractor's name):
Name:
o jf- (2-tv
Date
Note to Contractor: If you do not agree with this Change Order you may be directed to proceed with this work under the terms of the
contract and you may proceed under protest. You must comply with the contract requirements of submitting a written protest to protect
your claim.
Originals: City Clerk, Contractor
cc: Engineering project file, Project Manager
1243 National City Boulevard, National City, CA 91950 Telephone (619) 336-4380
TRI GROUP CONSTRUCTION
AND DEVELOPMENT, INC.
9560 Black Mountain Rel. Suite L
San Diego. CA 92126
656-669-0056
PAY TO THE San Diego Gas & Electric
ORDER OF
Nine Hundred Ninety -One and 00/100
San Diego Gas & Electric
PO Box 25111
Santa Ana, CA 92799
18th
UNION BANK OF CALIFORNIA. N.A.
16880 BERNARDO CENTER DR
SAN DIEGO. CA 92128
16-49/1220
56819
10/19/2017
$ •991.00
00568L911' I:L220004961:002L26968311'
TRI GROUP CONSTRUCTION
AND San LDiego Gas & Electric
New UG SVC PT
UBOC Checking 18th
TRI GROUP CONSTRUCTIONnIN
AND DSEan�ego Nas is Electric
New UG SVC PT
UBOC Checking 18th
10/19/2017
10/19/2017
DOLLAI
9M1c
991.00
5681E
991.00
991.00
'RW)RATED t,
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
TRI-GROUP CONSTRUCTION & DEVELOPMENT, INC.
18TH ST. PEDESTRIAN AND BICYCLE ENHANCEMENTS PROJECT
Change Orders #1 through #3, CIP No. 16-10
Judy Hernandez (Engineering/Public Works) Forwarded
Copy of Change Order to Tri-Group Construction & Development, Inc.