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HomeMy WebLinkAbout2017 CON HA Community Housing Works and Mercy Housing - Participation Agreement Kimball Morgan Towers Rehab and Recapitalization ProjectNATIONAL C r i''y -1s8.7� CITY OF NATIONAL CITY MEMORANDUM DATE: May 17, 2017 TO: Michael Dalla, City Clerk FROM: Carlos Aguirre, Housing and Economic Development Manager Housing and Economic Development SUBJECT: Participation Agreement Attached is the fully executed Participation Agreement dated April 18, 2017 and approved by the Community Development Commission- Housing Authority Resolution No. 2017-52. PARTICIPATION AGREEMENT (Morgan and Kimball Tower) This Participation Agreement ("Agreement") is dated as of the 18th day of April, 2017, by and between the Community Development Commission -Housing Authority of the City of National City ("CDC -HA") and all of the following persons that execute and deliver a copy of this Agreement to the CDC -HA by the Execution Deadline set forth in Recital A, below: (i) Community HousingWorks and Mercy Housing California (collectively, "CHW-Mercy"); (ii) Bridge Housing Corporation ("Bridge"); (iii) National Community Renaissance of California and Reiner Communities (collectively, "National Core -Reiner"); (iv) Chelsea Investment Corporation and Serving Seniors (collectively, "Chelsea -Serving Seniors"); and (v) RAHD Group, Affirmed Housing Corporation, Community Preservation Partners LLC, Thompson Consulting and Casa Familiar (collectively, the "Affirmed Group"). RECITALS A. In order for any of CHW-Mercy, Bridge, National Core -Reiner, Chelsea -Serving Seniors or the Affirmed Group to become a party to this Agreement, it must execute and deliver a copy of this Agreement to the City on or before April 4, 2017 ("Execution Deadline"). If any of CHW-Mercy, Bridge, National Core -Reiner, Chelsea -Serving Seniors or the Affirmed Group, as defined in the introductory paragraph, above, is comprised of more than one person, then provided any one of those persons executes and delivers a copy of this Agreement to the CDC - HA on or before the Execution Deadline, then such person shall be bound by this Agreement. For example, if Community HousingWorks, but not Mercy Housing California delivers a copy of this Agreement to the CDC -HA on or before the Execution Deadline, then Community HousingWorks, but not Mercy Housing California shall be a party to this Agreement. B. The persons that execute and deliver a copy of this Agreement to the City on or before the Execution Deadline, shall be collectively referred to herein as the "Potential Developers." If this Agreement is executed and delivered to the City -HA on or before the Execution Deadline by fewer than all of CHW-Mercy, Bridge, National Core -Reiner, Chelsea - Serving Seniors and the Affirmed Group, then: (i) this Agreement shall be binding upon all of the parties that satisfy the definition of Potential Developers and only those Potential Developers shall be allowed to participate in the RFP process, as defined in Recital D, below; and (ii) the term "Potential Developers" shall mean only those persons that executed and delivered this Agreement to the CDC -HA on or before the Execution Deadline. For purposes of this Agreement, if any Potential Developer is comprised of more than one person or entity, then such persons or entities shall be treated as a single Potential Developer for purposes of this Agreement. For example if, all of the five (5) Affirmed Group persons (RAHD Group, Affirmed Housing Corporation, Community Preservation Partners LLC, Thompson Consulting and Casa Familiar) execute and deliver this Agreement to the CDC -HA before the Execution Deadline, then such persons or entities shall collectively be considered one (1) Potential Developer. C. The CDC -HA owns the Kimball and Morgan Towers, which are generally located at 1317 D Avenue and 1415 D Avenue, respectively, in the City of National City, County of San Diego, California ("Property"). 1 D. The Potential Developers desire to recapitalize the Property and rehabilitate the improvements thereon generally as set forth in that certain Request for Qualifications issued by the CDC -HA dated March 24, 2016. However, some of the Potential Developers requested that the CDC -HA select one of the Potential Developers only after completing a Request for Proposals ("RFP") and the CDC -HA has agreed to do so. In order to commence and complete the RFP process, the CDC -HA must engage the services of, and is entering into a contract with, Keyser Marston and Associates ("KMA Contract"). The Potential Developers have agreed to pay all costs incurred by the CDC -HA with respect to the KMA Contract, fully aware that the CDC -HA reserves the right to select any one or none of the Potential Developers. NOW, THEREFORE, the CDC -HA and the Potential Developers hereby agree as follows: 1. Payment of KMA Contract by the Potential Developers. On or before April 20, 2017 ("Payment Deadline"), each of the Potential Developers shall pay an equal nonrefundable amount to the CDC -HA, so that the cumulative total amount paid by the Potential Developers equals $60,000.00. Any Potential Developers that does not pay its full share of the amount set forth in the immediately preceding sentence on or before the Payment Deadline, then: (i) such Potential Developer shall no longer satisfy the definition of Potential Developer and shall no longer be a party to or have any interest in this Agreement and shall not be allowed to participate in the RFP process; and (ii) within five (5) business days the remaining Potential Developers shall contribute such equal additional amounts as necessary to cause the cumulative total amount paid by the remaining Potential Developers to equal $60,000.00. Such amount shall be used by the CDC -HA to pay costs incurred with respect to the Property and amounts owed by the CDC - HA under the KMA Contract. 2. Nondiscrimination. None of the Potential Developers shall discriminate against nor segregate, any person, or group or persons on account of sex, race, color, marital status, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall any of the Potential Developers establish or permit any such practice or practices of discrimination or segregation in the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. 3. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. 4. Amendment of Agreement. No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a written agreement executed by the CDC -HA and all of the Potential Developers. 5. Assignment Prohibited. In no event shall any of the Potential Developers assign or transfer any portion of such Potential Developer's rights or obligations under this Agreement 2 without the prior express written consent of the CDC -HA, which consent may be withheld in the CDC-HA's sole and absolute discretion. 6. Time of Essence. Time is of the essence of every portion of this Agreement in which time is a material part. 7. Recitals Incorporated. The Recitals to this Agreement are hereby incorporated in this Agreement by this reference. 8. Signature Authority. All individuals signing this Agreement for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to the CDC -HA that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. 9. Counterparts. This Agreement may be executed in counterparts. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. CDC -HA: Community Development Commission -Housing Authority of the City of National City By:) Leslie Deese, Executive Director APPROVED AS TO FORM: Christensen & Spath LLP By: Walter F. Special Cotel to the CDC -HA [SIGNATURES CONTINUED ON FOLLOWING PAGE] 3 CHW-MERCY: Community HousingWorks By:(- Print Name: Its: Anne B. Wilson Senior Vice President Mercy Housing California By: Print Name: Ed Holder Its: Vice President [SIGNATURES CONTINUED ON FOLLOWING PAGE] BRIDGE: Bridge Housing Corporation By: Print Name: Its: [SIGNATURES CONTINUED ON FOLLOWING PAGE] NATIONAL CORE-REINER: National Community Renaissance of California DECLINED TO PARTICIPATE By: Print Name: Its: Reiner Communities DECLINED TO PARTICIPATE By: Print Name: Its: [SIGNATURES CONTINUED ON FOLLOWING PAGE] CHELSEA-SERVING SENIORS Chelsea Investment Corporation By: �/� /� Print Name: ti e -H e- vi` t, Its: �rnsic�f Serving Seniors By: Print Name: Rick Roark Its: Chief Financial Officer [SIGNATURES CONTINUED ON FOLLOWING PAGE] AFFIRMED GROUP RAHD Group By: Print Name: Cc ifi Q;ce.. Its: P6A- l Affirmed Housing Corporation Community Preservation Partners LLC By: Print Name: Artova 1 Cu n ^t' ^ Its: Qpe5;&ee \A - Thompson Consulting Casa Familiar 8 RESOLUTION NO. 2017 — 52 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION - HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A PARTICIPATION AGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION - HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY AND (I) COMMUNITY HOUSINGWORKS AND MERCY HOUSING CALIFORNIA; (II) BRIDGE HOUSING CORPORATION; (III) CHELSEA INVESTMENT CORPORATION AND SERVING SENIORS; AND (IV) RAHD GROUP, AFFIRMED HOUSING CORPORATION, COMMUNITY PRESERVATION PARTNERS LLC, THOMPSON CONSULTING, AND CASA FAMILIAR , (COLLECTIVELY, THE "AFFIRMED GROUP") TO COVER THE COST OF A CONSULTANT SERVICES AGREEMENT WITH KAISER MARSTON AND ASSOCIATES, INC., FOR THE SOLICITATION AND EVALUATION OF PROPOSALS AND NEGOTIATION OF DEVELOPMENT AGREEMENTS NECESSARY TO INITIATE THE MORGAN AND KIMBALL TOWERS REHABILITATION AND RECAPITALIZATION PROJECT LOCATED AT 1317 AND 1415 "D" AVENUE IN NATIONAL CITY WHEREAS, on December 6, 2016, the Community Development Commission - Housing Authority ("CDC -HA") directed staff to provide approaches to implement a Request for Proposal process that would incorporate a comparison of financial proposals for the Rehabilitation and Recapitalization of Morgan and Kimball Senior Towers (the "Towers"); and WHEREAS, the CDC -HA has been working with Keyser Marston Associates, Inc., ("KMA") since May 2013 to model and evaluate financing structures for the Towers, and because of the extensive work KMA conducted on financial considerations for rehabilitating and recapitalizing Morgan and Kimball Towers, City staff requested a proposal from KMA that would compare approaches to further evaluate development teams; and WHEREAS, on February 7, 2017, the CDC -HA considered the approaches included in KMA's proposal and directed staff to return with a resolution approving a Consultant Services Agreement with KMA ("KMA Agreement") for an amount not to exceed $60,000.00; and WHEREAS, the approach selected by City Council is included in Exhibit "A" of the KMA Agreement; and WHEREAS, four of the five Potential Developers consisting of (i) Community HousingWorks and Mercy Housing California (collectively, "CHW-Mercy"); (ii) Bridge Housing Corporation ("Bridge"); (iv) Chelsea Investment Corporation and Serving Seniors (collectively, "Chelsea -Serving Seniors"); and (iv) RAHD Group, Affirmed Housing Corporation, Community Preservation Partners LLC, Thompson Consulting, and Casa Familiar (collectively, the "Affirmed Group") have agreed to pay all costs incurred by the CDC -HA with respect to the KMA Agreement by executing a Participation Agreement; and WHEREAS, the Potential Developers are fully aware that the CDC -HA reserves the right to select any one or none of the Potential Developers; and Resolution No. 2017 — 52 Page Two WHEREAS, upon approval of the Participation Agreement by the CDC -HA, on or before April 20, 2017 ("Payment Deadline"), each of the Potential Developers shall pay an equal nonrefundable amount to the CDC -HA, so that the cumulative total amount paid by the Potential Developers equals $60,000.00; and WHEREAS, any Potential Developers that do not pay its full share of the $60,000 on or before the Payment Deadline, then: (i) such Potential Developer shall no longer satisfy the definition of Potential Developer and shall no longer be a party to or have any interest in this Agreement and shall not be allowed to participate in the RFP process; and (ii) within five (5) business days the remaining Potential Developers shall contribute such equal additional amounts as necessary to cause the cumulative total amount paid by the remaining Potential Developers to equal $60,000; and WHEREAS, such amount shall be used by the CDC -HA to pay costs incurred with respect to the Property and amounts owed by the CDC -HA under the KMA Agreement, which will only be executed after receiving a total of $60,000.00 from two or more Potential Developers. NOW THEREFORE BE IT RESOLVED that the Community Development Commission -Housing Authority of the City of National City hereby authorizes the Executive Director to execute a Participation Agreement by and between the Community Development Commission -Housing Authority of the City of National City and (i) Community HousingWorks and Mercy Housing California; (ii) Bridge Housing Corporation; (iii) Chelsea Investment Corporation and Serving Seniors; and (iv) RAHD Group, Affirmed Housing Corporation, Community Preservation Partners LLC, Thompson Consulting, and Casa Familiar (collectively, the "Affirmed Group") to cover the cost of a Consultant Services Agreement with Kaiser Marston and Associates, Inc., for the solicitation and evaluation of proposals from the Potential Developers and negotiation of development agreements necessary to initiate the Morgan and Kimball Towers Rehabilitation and Recapitalization Project located at 1317 and 1415 "D" Avenue in National City. Said Participation Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 18th day of April, 2017. Morrison, Chairman ATTEST: Leslie Deese, Secretary APPROVED AS TO FORM: '1,124or George H. Eiser, III Interim General Counsel 0 Passed and adopted by the Community Development Commission -Housing Authority of the City of National City, California, on April 18, 2017 by the following vote, to -wit: Ayes: Boardmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Chairman, Housing Authority Secretary, Housing Authority By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-52 of the Community Development Commission -Housing Authority of the City of National City, California, passed and adopted on April 18, 2017. Secretary, Housing Authority By: Deputy crao\cl• a3 CITY OF NATIONAL CITY, CALIFORNIA y o y - ' - G COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY COUNCIL AGENDA STATEMENT MEETING DATE: April 18, 2017 AGENDA ITEM NO. 22 ITEM TITLE: Resolution of the Community Development Commission -Housing Authority of the City of National City authorizing the Executive Director to execute a Participation Agreement by and between the Community Development Commission -Housing Authority of the City of National City and (i) Community HousingWorks and Mercy Housing California; (ii) Bridge Housing Corporation; (iii) Chelsea Investment Corporation and Serving Seniors; and (iv) RAHD Group, Affirmed Housing Corporation, Community Preservation Partners LLC, Thompson Consulting, and Casa Familiar to cover the cost of a Consultant Services Agreement with Kaiser Marston and Associates, Inc. for the solicitation and evaluation of proposals and negotiation of development agreements necessary to initiate the Morgan and Kimball Towers Rehabilitation and Recapitalization Project located at 1317 and 1415 "D" Avenue in National City. PREPARED BY: Carlos Aguirre, Housing & Economic Dev. Mgr. PHONE: 619-336-4391 EXPLANATION: See Attachment No. 1 Background Report FINANCIAL STATEMENT: ACCOUNT NO. Revenue Account: 001-45462-3634 Expenditure Account: 001-419-462-299-0000 ENVIRONMENTAL REVIEW: This above agreement under consideration do not constitute a project and, therefore, are not subject to environmental review. DEPARTMENT: Housing & Economic Devropm nt APPROVED B Finance MIS ORDINANCE: INTRODUCTION: APPROVED: APPROVED: Misc. Revenue Contract Services FINAL ADOPTION: $60,000.00 $60,000.00 STAFF RECOMMENDATION: Adopt the Resolution. BOARD / COMMISSION RECOMMENDATION: 'n/a' ATTACHMENTS: 1. Background Report 2. Participation Agreement with Potential Developers C,Rdsovv\\O NO. ao�n-5,R HA Attachment No. 1 Background Report On December 6, 2016, the Community Development Commission -Housing Authority ("CDC -HA") directed staff to provide approaches to implement a Request for Proposal ("REP") process that would incorporate a comparison of financial proposals for the Rehabilitation and Recapitalization of Morgan and Kimball Senior Towers ("Towers"). The CDC -HA has been working with Keyser Marston Associates ("KMA") since May 2013 to model and evaluate financing structures for the Towers. Because of the extensive work KMA conducted on financial considerations for rehabilitating and recapitalizing Morgan and Kimball Towers, City staff requested a proposal from KMA that would compare approaches to further evaluate development teams. On February 7, 2017, the CDC -HA considered the approaches included in KMA's proposal and directed staff to return with a resolution approving a Consultant Services Agreement with KMA ("KMA Agreement") for an amount not to exceed $60,000.00. The approach selected by City Council is included in Exhibit "A" of the KMA Agreement provided as Attachment No. 2 of the subsequent City Council Agenda item staff report. Four of five Potential Developers consisting of (i) Community Housing Works and Mercy Housing California (collectively, "CHW-Mercy"); (ii) Bridge Housing Corporation ("Bridge"); (iv) Chelsea Investment Corporation and Serving Seniors (collectively, "Chelsea -Serving Seniors"); and (iv) RAHD Group, Affirmed Housing Corporation, Community Preservation Partners LLC, Thompson Consulting and Casa Familiar (collectively, the "Affirmed Group") have agreed to pay all costs incurred by the CDC -HA with respect to the KMA Agreement by executing the Participation Agreement ("Participation Agreement") provided in the staff report as Attachment No. 2. The Potential Developers are fully aware that the CDC -HA reserves the right to select any one or none of the Potential Developers. If the Participation Agreement is approved by the CDC -HA then on or before April 20, 2017 ("Payment Deadline"), each of the Potential Developers shall pay an equal nonrefundable amount to the CDC -HA, so that the cumulative total amount paid by the Potential Developers equals $60,000.00. Any Potential Developers that does not pay its full share of the amount set forth in the immediately preceding sentence on or before the Payment Deadline, then: (i) such Potential Developer shall no longer satisfy the definition of Potential Developer and shall no longer be a party to or have any interest in this Agreement and shall not be allowed to participate in the RFP process; and (ii) within five (5) business days the remaining Potential Developers shall contribute such equal additional amounts as necessary to cause the cumulative total amount paid by the remaining Potential Developers to equal $60,000.00. Such amount shall be used by the CDC -HA to pay costs incurred with respect to the Property and amounts owed by the CDC -HA under the KMA Agreement. The KMA Agreement will only be executed after receiving a total of $60,000.00 from two or more Potential Developers. Page 1 of 1 Attachment No. 2 PARTICIPATION AGREEMENT (Morgan and Kimball Tower) This Participation Agreement ("Agreement") is dated as of the 18th day of April, 2017, by and between the Community Development Commission -Housing Authority of the City of National City ("CDC -HA") and all of the following persons that execute and deliver a copy of this Agreement to the CDC -HA by the Execution Deadline set forth in Recital A, below: (i) Community HousingWorks and Mercy Housing California (collectively, "CHW-Mercy"); (ii) Bridge Housing Corporation ("Bridge"); (iii) National Community Renaissance of California and Reiner Communities (collectively, "National Core -Reiner"); (iv) Chelsea Investment Corporation and Serving Seniors (collectively, "Chelsea -Serving Seniors"); and (v) RAHD Group, Affirmed Housing Corporation, Community Preservation Partners LLC, Thompson Consulting and Casa Familiar (collectively, the "Affirmed Group"). RECITALS A. In order for any of CHW-Mercy, Bridge, National Core -Reiner, Chelsea -Serving Seniors or the Affirmed Group to become a party to this Agreement, it must execute and deliver a copy of this Agreement to the City on or before April 4, 2017 ("Execution Deadline"). If any of CHW-Mercy, Bridge, National Core -Reiner, Chelsea -Serving Seniors or the Affirmed Group, as defined in the introductory paragraph, above, is comprised of more than one person, then provided any one of those persons executes and delivers a copy of this Agreement to the CDC - HA on or before the Execution Deadline, then such person shall be bound by this Agreement. For example, if Community HousingWorks, but not Mercy Housing California delivers a copy of this Agreement to the CDC -HA on or before the Execution Deadline, then Community HousingWorks, but not Mercy Housing California shall be a party to this Agreement. B. The persons that execute and deliver a copy of this Agreement to the City on or before the Execution Deadline, shall be collectively referred to herein as the "Potential Developers." If this Agreement is executed and delivered to the City -HA on or before the Execution Deadline by fewer than all of CHW-Mercy, Bridge, National Core -Reiner, Chelsea - Serving Seniors and the Affirmed Group, then: (i) this Agreement shall be binding upon all of the parties that satisfy the definition of Potential Developers and only those Potential Developers shall be allowed to participate in the RFP process, as defined in Recital D, below; and (ii) the term "Potential Developers" shall mean only those persons that executed and delivered this Agreement to the CDC -HA on or before the Execution Deadline. For purposes of this Agreement, if any Potential Developer is comprised of more than one person or entity, then such persons or entities shall be treated as a single Potential Developer for purposes of this Agreement. For example if, all of the five (5) Affirmed Group persons (RAHD Group, Affirmed Housing Corporation, Community Preservation Partners LLC, Thompson Consulting and Casa Familiar) execute and deliver this Agreement to the CDC -HA before the Execution Deadline, then such persons or entities shall collectively be considered one (1) Potential Developer. C. The CDC -HA owns the Kimball and Morgan Towers, which are generally located at 1317 D Avenue and 1415 D Avenue, respectively, in the City of National City, County of San Diego, California ("Property"). 1 Attachment No. 2 D. The Potential Developers desire to recapitalize the Property and rehabilitate the improvements thereon generally as set forth in that certain Request for Qualifications issued by the CDC -HA dated March 24, 2016. However, some of the Potential Developers requested that the CDC -HA select one of the Potential Developers only after completing a Request for Proposals ("RFP") and the CDC -HA has agreed to do so. In order to commence and complete the RFP process, the CDC -HA must engage the services of, and is entering into a contract with, Keyser Marston and Associates ("KMA Contract"). The Potential Developers have agreed to pay all costs incurred by the CDC -HA with respect to the KMA Contract, fully aware that the CDC -HA reserves the right to select any one or none of the Potential Developers. NOW, THEREFORE, the CDC -HA and the Potential Developers hereby agree as follows: 1. Payment of KMA Contract by the Potential Developers. On or before April 20, 2017 ("Payment Deadline"), each of the Potential Developers shall pay an equal nonrefundable amount to the CDC -HA, so that the cumulative total amount paid by the Potential Developers equals $60,000.00. Any Potential Developers that does not pay its full share of the amount set forth in the immediately preceding sentence on or before the Payment Deadline, then: (i) such Potential Developer shall no longer satisfy the definition of Potential Developer and shall no longer be a party to or have any interest in this Agreement and shall not be allowed to participate in the RFP process; and (ii) within five (5) business days the remaining Potential Developers shall contribute such equal additional amounts as necessary to cause the cumulative total amount paid by the remaining Potential Developers to equal $60,000.00. Such amount shall be used by the CDC -HA to pay costs incurred with respect to the Property and amounts owed by the CDC - HA under the KMA Contract. 2. Nondiscrimination. None of the Potential Developers shall discriminate against nor segregate, any person, or group or persons on account of sex, race, color, marital status, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall any of the Potential Developers establish or permit any such practice or practices of discrimination or segregation in the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. 3. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. 4. Amendment of Agreement. No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a written agreement executed by the CDC -HA and all of the Potential Developers. 5. Assignment Prohibited. In no event shall any of the Potential Developers assign or transfer any portion of such Potential Developer's rights or obligations under this Agreement 2 Attachment No. 2 without the prior express written consent of the CDC -HA, which consent may be withheld in the CDC-HA's sole and absolute discretion. 6. Time of Essence. Time is of the essence of every portion of this Agreement in which time is a material part. 7. Recitals Incorporated. The Recitals to this Agreement are hereby incorporated in this Agreement by this reference. 8. Signature Authority. All individuals signing this Agreement for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to the CDC -HA that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. 9. Counterparts. This Agreement may be executed in counterparts. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. CDC -HA: Community Development Commission -Housing Authority of the City of National City By: Leslie Deese, Executive Director APPROVED AS TO FORM: Christensen & Spath LLP By: Walter F. Spath III Special Counsel to the CDC -HA [SIGNATURES CONTINUED ON FOLLOWING PAGE] 3 Attachment No. 2 4 CHW-MERCY: Community HousingWorks By: Print Name: Its: &Mier Vies Presiaern Mercy Housing California By: Print Name: Ed H Its: Vice President [SIGNATURES CONTINUED ON FOLLOWING PAGE] Attachment No. 2 5 BRIDGE: Bridge Housing Corporation By: (n , L1 Print Name: w 41.A.-t 1,Ad-i4m Its: I ow- ?vc5_?1Y4--- [SIGNATURES CONTINUED ON FOLLOWING PAGE] Attachment No. 2 6 NATIONAL CORE-REINER: National Community Renaissance of California By: DECLINED TO PARTIPATE Print Name: Its: Reiner Communities DECLINED TO PARTICIPATE By: Print Name: Its: [SIGNATURES CONTINUED ON FOLLOWING PAGE] Attachment No. 2 CHELSEA-SERVING SENIORS Chelsea Investment Corporation By: ()ft/AL Mill Print Name: elm, tvvi„ Its: Prtcz,ic t,t: Serving Seniors By: i s� Print Name: Rick Roark Its: Chief Financial Officer [SIGNATURES CONTINUED ON FOLLOWING PAGE] 7 Attachment No. 2 AFFIRMED GROUP RAND Group By:Print Name: Cy1„ Q� Its: �ar Affirmed Housing Corporation By: Prij�.�.a.� Its`�.� v�_�—k�lA✓.` Community Preservation Partners LLC By: Print Name: Its: Qfe'S n JCun„"„ e Thompson Consulting Casa Familiar By: t/ Prii Nam Its: .,.� S 8 RESOLUTION NO. 2017 — RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION - HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A PARTICIPATION AGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION - HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY AND (I) COMMUNITY HOUSINGWORKS AND MERCY HOUSING CALIFORNIA; (II) BRIDGE HOUSING CORPORATION; (III) CHELSEA INVESTMENT CORPORATION AND SERVING SENIORS; AND (IV) RAND GROUP, AFFIRMED HOUSING CORPORATION, COMMUNITY PRESERVATION PARTNERS LLC, THOMPSON CONSULTING, AND CASA FAMILIAR , (COLLECTIVELY, THE "AFFIRMED GROUP") TO COVER THE COST OF A CONSULTANT SERVICES AGREEMENT WITH KAISER MARSTON AND ASSOCIATES, INC., FOR THE SOLICITATION AND EVALUATION OF PROPOSALS AND NEGOTIATION OF DEVELOPMENT AGREEMENTS NECESSARY TO INITIATE THE MORGAN AND KIMBALL TOWERS REHABILITATION AND RECAPITALIZATION PROJECT LOCATED AT 1317 AND 1415 "D" AVENUE IN NATIONAL CITY WHEREAS, on December 6, 2016, the Community Development Commission - Housing Authority ("CDC -HA") directed staff to provide approaches to implement a Request for Proposal process that would incorporate a comparison of financial proposals for the Rehabilitation and Recapitalization of Morgan and Kimball Senior Towers (the "Towers"); and WHEREAS, the CDC -HA has been working with Keyser Marston Associates, Inc., ("KMA") since May 2013 to model and evaluate financing structures for the Towers, and because of the extensive work KMA conducted on financial considerations for rehabilitating and recapitalizing Morgan and Kimball Towers, City staff requested a proposal from KMA that would compare approaches to further evaluate development teams; and WHEREAS, on February 7, 2017, the CDC -HA considered the approaches included in KMA's proposal and directed staff to return with a resolution approving a Consultant Services Agreement with KMA ("KMA Agreement") for an amount not to exceed $60,000.00; and WHEREAS, the approach selected by City Council is included in Exhibit "A" of the KMA Agreement; and WHEREAS, four of the five Potential Developers consisting of (i) Community HousingWorks and Mercy Housing California (collectively, "CHW-Mercy"); (ii) Bridge Housing Corporation ("Bridge"); (iv) Chelsea Investment Corporation and Serving Seniors (collectively, "Chelsea -Serving Seniors"); and (iv) RAHD Group, Affirmed Housing Corporation, Community Preservation Partners LLC, Thompson Consulting, and Casa Familiar (collectively, the "Affirmed Group") have agreed to pay all costs incurred by the CDC -HA with respect to the KMA Agreement by executing a Participation Agreement; and WHEREAS, the Potential Developers are fully aware that the CDC -HA reserves the right to select any one or none of the Potential Developers; and Resolution No. 2017 — Page Two WHEREAS, upon approval of the Participation Agreement by the CDC -HA, on or before April 20, 2017 ("Payment Deadline"), each of the Potential Developers shall pay an equal nonrefundable amount to the CDC -HA, so that the cumulative total amount paid by the Potential Developers equals $60,000.00; and WHEREAS, any Potential Developers that do not pay its full share of the $60,000 on or before the Payment Deadline, then: (i) such Potential Developer shall no longer satisfy the definition of Potential Developer and shall no longer be a party to or have any interest in this Agreement and shall not be allowed to participate in the RFP process; and (ii) within five (5) business days the remaining Potential Developers shall contribute such equal additional amounts as necessary to cause the cumulative total amount paid by the remaining Potential Developers to equal $60,000; and WHEREAS, such amount shall be used by the CDC -HA to pay costs incurred with respect to the Property and amounts owed by the CDC -HA under the KMA Agreement, which will only be executed after receiving a total of $60,000.00 from two or more Potential Developers. NOW THEREFORE BE IT RESOLVED that the Community Development Commission -Housing Authority of the City of National City hereby authorizes the Executive Director to execute a Participation Agreement by and between the Community Development Commission -Housing Authority of the City of National City and (i) Community HousingWorks and Mercy Housing California; (ii) Bridge Housing Corporation; (iii) Chelsea Investment Corporation and Serving Seniors; and (iv) RAHD Group, Affirmed Housing Corporation, Community Preservation Partners LLC, Thompson Consulting, and Casa Familiar (collectively, the "Affirmed Group") to cover the cost of a Consultant Services Agreement with Kaiser Marston and Associates, Inc., for the solicitation and evaluation of proposals from the Potential Developers and negotiation of development agreements necessary to initiate the Morgan and Kimball Towers Rehabilitation and Recapitalization Project located at 1317 and 1415 "D" Avenue in National City. Said Participation Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 18th day of April, 2017. ATTEST: Leslie Deese, Secretary APPROVED AS TO FORM: George H. Eiser, III Interim General Counsel Ron Morrison, Chairman 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 COMMUNITY HOUSINGWORKS & MERCY HOUSING AND VARIOUS AGENCIES Participation Agreement Morgan & Kimball Towers Carlos Aguirre (Housing & Economic Development) Forwarded Copy of Agreement to Various Agencies.