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HomeMy WebLinkAbout2019 CON CDC HA Community Housingworks and San Ysidro Health - Kimball Master Plan - Exclusive Negotiating AgreementEXCLUSIVE NEGOTIATION AGREEMENT (D Avenue: Mixed -Use Master Plan) BY AND AMONG COMMUNITY DEVELOPMENT COMMISSION — HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY, COMMUNITY HOUSINGWORKS, AND CENTRO DE SALUD DE LA COMUNIDAD DE SAN YSIDRO, INC. This Exclusive Negotiation Agreement ("Agreement") is dated as of the 19th day of November, 2019 ("Effective Date"), by and among the Community Development Commission - Housing Authority of the City of National City ("Housing Authority"), Community HousingWorks, a California nonprofit public benefit corporation ("Developer"), and Centro De Salud De La Comunidad De San Ysidro, Inc.("Health Service Provider"). RECITALS WHEREAS, Housing Authority is the owner of certain real property and improvements located on the real property identified as APN 560-410-06 as shown on the Parcel Map attached hereto as Exhibit A (the "Parcel Map") ("the Housing Authority Site"); WHEREAS, Developer (through its affiliates) is the owner of two affordable housing projects, commonly known as Kimball Tower and Morgan Tower, located on the real property identified as APN 560-410-05 on the Parcel Map, which real property is located adjacent to the Housing Authority Site (collectively, the "Kimball Residence Tower"); WHEREAS, Developer has also executed a Purchase and Sale Agreement for the purchase of certain real property and improvements located on the real properties identified as APN 560- 410-03, APN 560,050-06, APN 560-050-12, and APN 505-050-10 on the Parcel Map (the "Highland Avenue Site"); WHEREAS, Developer shall be the sole Developer; WHEREAS, Developer desires to acquire the Housing Authority Site through a ground lease from Housing Authority and work cooperatively with Housing Authority to develop a master plan for the Housing Authority Site and the Highland Avenue Site (the "Master Plan Sites"), which master plan may include 79 to 90 affordable units at the Housing Authority Site and 92 to 115 affordable units at the Highland Avenue Site (the "Affordable Project"), approximately [40,000] square feet of health related space to be located on the Highland Avenue Site (the "Health Space"), approximately 10,000 square feet of a new senior center to be located on the Housing Authority Site (the "New Senior Center") and certain other public improvements to be agreed to between Developer and Housing Authority on the Master Plan Sites (collectively, the "Kimball Highland Master Plan"); WHEREAS, the Developer intends to lease the Health Space to the Health Service Provider and the New Senior Center to Housing Authority; Page 1 of 16 WHEREAS, the Developer and Health Service Provider have entered into a Memorandum of Understanding dated effective as of October 2, 2019 pursuant to which Developer and Health Service Provider will work cooperatively to formulate health related services utilizing the Health Space that can uniquely meet the needs of low income seniors, persons with disabilities, families and individuals and secure federal or state funding to fund such services; WHEREAS, the Developer through its ownership of the Kimball Residence Tower is familiar with the Master Plan Sites and the City of National City (the "City") and has substantial prior experiences in developing projects similar to the Kimball Highland Master Plan; WHEREAS, the Kimball Highland Master Plan would further the goals of the Housing Authority and the City with regard to revitalizing the Master Plan Sites and surrounding areas by providing affordable housing, creating connectivity with the existing Kimball Residence Tower, and Kimball Park, and providing Health Space and the New Senior Center to the senior and low income tenants (some of which may be special needs tenants) on the Master Plan Sites; WHEREAS, Housing Authority, the Developer and Service Provider desire to enter into this Agreement to initiate exclusive negotiations for up to three hundred sixty-five (365) days (hereinafter referred to as the "Exclusive Negotiation Period") to allow the Developer to (i) undertake its due diligence activities as defined within Section II.C. of this agreement; (ii) develop the Conceptual Development Plan as defined in Section II.D. of this agreement); (iii) establish the responsibilities, schedule, and financial parameters for designing and developing the Kimball Highland Master Plan; (iv) negotiate the terms for the Housing Authority site; (v) negotiate a Disposition and Development Agreement between Housing Authority and the Developer for the Housing Authority Site (hereinafter referred to as "DDA"), and (vi) assure that the Kimball Highland Master Plan includes the community space facilities needed to effectively accommodate the goals of the City and Housing Authority in providing senior recreation to the seniors and low income and special needs residents of the City. NOW, THEREFORE, in consideration of the recitals and mutual covenants and conditions contained herein, the parties hereto agree as follows: • I. HOUSING AUTHORITY SITE The Developer desires to acquire the Housing Authority Site from Housing Authority through a ground lease for a term of 99 years for the purpose of developing the Affordable Project and the New Senior Center. The Housing Authority and Developer will work towards establishing the exact number of affordable residential units and square footage of the New Senior Center Housing Authority in cooperation with each other during the Developer's due diligence process and set forth in the Conceptual Development Program as outlined below. II. EXCLUSIVE NEGOTIATION PERIOD A. Exclusive Negotiation Period The Exclusive Negotiation Period shall begin when Housing Authority executes this Agreement (hereinafter referred to as "Commencement Date") and shall last for three hundred and sixty five (365) days thereafter, unless extended in accordance with Sections II.E. or II.F. Page 2 of 16 During the Exclusive Negotiation Period, the Housing Authority, Developer and Health Service Provider agree to negotiate exclusively with one another with respect to the Housing Authority Site, New Senior Center, Affordable Project, Kimball Highland Master Plan and Health Space. If at the end of the Exclusive Negotiation Period, the Housing Authority and Developer have not agreed upon mutually acceptable DDA, then this Agreement shall terminate. B. FIRST NEGOTIATION PERIOD During the first one hundred eighty (180) days of the Exclusive Negotiation Period (hereinafter referred to as the "First Negotiation Period"), the Developer and Housing Authority shall meet regularly, in good faith, and jointly formulate a proposal to develop the Kimball Highland Master Plan (hereinafter referred to as "Conceptual Development Program"). The Conceptual Development Program is anticipated to include and delineate the following elements: 1. The type and scope of the Kimball Highland Master Plan, New Senior Center, Affordable Project and Health Space; 2. The interface of a phased development with the complete build out of the Housing Authority Site and Highland Avenue Site; 3. Required on and off -site infrastructure improvements; 4. Kimball Highland Master Plan, infrastructure, and state and local regulatory requirement costs; 5. Proposed funding responsibilities and sources for the Kimball Highland Master Plan; 6. The parties/entities responsible for the various Kimball Highland Master Plan development activities; and, 7. A detailed development schedule for the Kimball Highland Master Plan. C. DUE DILIGENCE During the First Negotiation Period, Housing Authority and Developer, as applicable, shall conduct their respective due diligence activities, including but not limited to: 1. Developer's timely delivery and submission to the Housing Authority of sufficient evidence that the Developer is financially viable with proposed sources of equity and financing required to complete the development of Kimball Highland Master Plan; 2. Developer's timely review of preliminary title report information prepared for the Housing Authority Site and Housing Authority's Page 3of16 timely review of preliminary title report information for the Highland Avenue Site; 3. Developer and its agents, representatives, consultants and contractors may enter upon the Housing Authority Site, upon not less than forty-eight (48) hours advance notice to the Housing Authority, solely for the purpose of conducting visual, non-invasive inspections of the Housing Authority Site. If the Developer desires to do any invasive testing at the Housing Authority Site, the Developer may do so only after obtaining the Housing Authority's prior written consent to the same, which consent may be withheld or granted on conditions in the Housing Authority's sole and absolute discretion. The Developer shall provide the Housing Authority with a complete set of plans, drawings and specifications ("Invasive Testing Plans") that define to the sole satisfaction of the Housing Authority the invasive testing to be performed on the Housing Authority Site and the names of all environmental and other consultants, contractors and subcontractors who will be performing such invasive testing (collectively "Developer's Consultants"). The Developer shall deliver the names of the Developer's Consultants and the Invasive Testing Plans to the Housing Authority concurrently with its request to the Housing Authority that the Developer desires to perform invasive testing. The Developer shall promptly restore the Housing Authority Site to the condition the Housing Authority Site was in immediately prior to any such tests, at the Developer's sole cost and expense. The Developer's Consultants, the Developer and each of their agents, representatives, consultants and contractors entering the Housing Authority Site shall maintain commercial general liability insurance covering such entry, in the amounts of Two Million Dollars ($2,000,000.00) combined single limit for each occurrence or Four Million Dollars ($4,000,000.00) general aggregate for bodily injury, personal injury and property damage including contractual liability. Prior to entering upon the Housing Authority Site, the Developer and any of its agents, representatives, consultants and contractors entering upon the Housing Authority Site shall provide, additional insured endorsements naming the Housing Authority and the City of National City as additional insureds. The Developer shall indemnify and defend the Housing Authority, the City of National City and their agents and employees and the Housing Authority Site from and against, and shall hold the Housing Authority, the City of National City and their agents and employees and the Housing Authority Site harmless from, any actions, losses, costs, damages, claims and/or liabilities, including but not limited to, mechanics' and materialmen's liens and attorney fees, proximately caused by the actions of Developer and/or its agents, representatives, consultants and contractors upon the Housing Authority Site. The Developer Page 4 of 16 shall repair any damage caused to the Housing Authority Site by the Developer or its agents, representatives, consultants and contractors. The Developer shall not permit any mechanic's, materialman's, contractor's, subcontractor's or other lien arising from any work done by the Developer or its agents, representatives, consultants and contractors pursuant to this Agreement to stand against the Housing Authority Site. If any such lien shall be filed against the Housing Authority Site, the Developer shall cause the same to be discharged or bonded within ten (10) days after actual notice of such filing, by payment, deposit, bond or otherwise. The Developer's obligations under this Section shall survive the termination or expiration of this Agreement; and, 4. Developer's effort in securing funding for the Kimball Highland Master Plan; and 5. Developer's timely submission of its proposed Conceptual Development Program to Housing Authority for review and comment. D. CONCEPTUAL DEVELOPMENT PROGRAM By the end of the First Negotiation Period, Developer shall submit its proposed Conceptual Development Program for the Kimball Highland Master Plan, which shall include a conceptual site plan, representative floor plans, representative exterior elevations and project description and phased project schedule for review by the Housing Authority. Thereafter, the Developer shall prepare and process with the City any necessary land use entitlements, environmental studies and reports. The Kimball Highland Master Plan shall include the following documents, reports and information prior to the expiration of this Agreement: (1) The proposed square footage and terms of operation of the Health Space, proposed square footage and terms of operation of the New Senior Center, all proposed public improvements, the unit mix by number of bedrooms, proposed income targeting for the Affordable Project, the preliminary cost estimates of the Kimball Highland Master Plan and each of its phases, a description of all site amenities and a schedule for implementation. (2) A proposed schedule for development of the Kimball Highland Master Plan and each of its phases. (3) Financial pro formas for the Kimball Highland Master Plan and each of its phases which contain: (i) the projected development budgets for the Kimball Highland Master Plan and each of its phases, (ii) projected sources and uses analysis for the Kimball Highland Master Plan and each of its phases, (iii) a 55-year cash flow analysis for the Kimball Highland Master Plan and each of its phases, (iv) a proposed rent schedule and utility allowance schedule for the Affordable Project, the New Senior Center and the Health Space, (v) projected operating budgets for the Kimball Highland Master Plan and each of its phases, and (vi) a phasing plan. Page 5 of 16 (4) Preliminary evidence of conventional construction and permanent financing options. (5) The names and qualifications of the architect which Developer proposes to use. The Housing Authority will approve the proposed architect in its discretion, such approval shall not be unreasonably withheld. (6) The name and qualifications of the management agents that Developer proposes to use. The Housing Authority will approve the proposed management agents in its discretion, such approval shall not be unreasonably withheld. E. DDA Following Conceptual Development Program if approved by the Housing Authority, and the close of the First Negotiation Period, the Housing Authority, Health Service Provider and Developer shall seek in good faith to negotiate and draft the DDA and any and all other mutually acceptable agreements reasonably necessary for the Kimball Highland Master Plan and each of its phases. However, by entering into this Agreement, the parties hereto are not contractually bound to enter into any further agreements. However, the intent of this Agreement is that upon its termination, this Agreement be replaced by a negotiated DDA. Thus, the Housing Authority agrees to negotiate exclusively with the Developer for the remaining one hundred eighty (180) days of the Exclusive Negotiation Period (hereinafter referred to as ("Second Negotiation Period") in order to negotiate and attempt to finalize the DDA. During the Exclusive Negotiation Period, Housing Authority and the Developer shall negotiate diligently and in good faith to attempt to finalize the DDA. If, at the close of the Second Negotiation Period, Housing Authority and Developer have not agreed to the terms of the DDA, then this Agreement shall terminate. Notwithstanding the above, Housing Authority's Executive Director, or designee, in his or her sole discretion, may extend the Exclusive Negotiation Period for up to an additional three hundred and sixty five (365) days to complete DDA negotiations. Housing Authority, Health Service Provider and Developer agrees that during the Exclusive Negotiation Period, and during all of its extensions, none of them shall negotiate or enter into an agreement with any other person or entity regarding any portion of the Housing Authority Site, Kimball Highland Master Plan, Highland Avenue Site, Kimball Residence Tower, New Senior Center, Affordable Project and Health Space, unless it is with the expressed prior written consent of the other parties hereto. The obligation to negotiate in good faith requires the respective parties to communicate with each other with respect to those issues for which agreement has not been reached, and such communication to follow reasonable negotiation procedures, including meetings, telephone conversations, and correspondence. The parties understand that final accord on all issues may not be reached. It is also understood that: (1) no party is under any obligation to reach an agreement on the Housing Authority Site, Kimball Highland Master Plan, New Senior Center, Affordable Project, Health Space, purchase price and/or DDA; and, (2). the Housing Authority reserves the right to approve or reject a DDA, the Conceptual Development Program, funding, or any disposition of the Housing Authority Site, in its sole discretion. Page 6 of 16 F. HOUSING AUTHORITY, DEVELOPER AND HEALTH SERVICE PROVIDER OBLIGATIONS During the Exclusive Negotiation Period, each of Housing Authority's, Developer's and Health Service Provider's obligations shall include, but not be limited to, the following: 1. Housing Authority Obligations a. Upon request of the Developer, provide the Developer with requested documents in the Housing Authority's possession that would assist the Developer with the due diligence activities described in this Agreement; b. Upon acceptance of the Conceptual Development Program and verification of Kimball Highland Master Plan's proposed financial sources of financing, prepare a first draft of a DDA; and c. Assist Developer in outreach efforts by helping to coordinate with other City departments and leaders; 2. Developer Obligations a. Developer shall perform any due diligence the Developer deems necessary with respect to the Kimball Highland Master Plan; b. Submit conceptual development plan for the Housing Authority Site and Highland Avenue Site, and plans, elevations, conceptual drawings, detailed Project development cost estimates, pro formas for improvements as well as a pro forma summarizing the total project and respective returns and other documents necessary for Housing Authority and City review; c. Submit viable financial plan with proposed sources of funding or funding commitments for the Kimball Highland Master Plan; d. Develop conceptual phasing of site plans for submission, providing financial analysis of each of the proposed phases of the Kimball Highland Master Plan, identifying other possible sources of financing for the Kimball Highland Master Plan, and coordinating and reaching out to the community and stakeholders; Page 7 of 16 3. Health Service Provider a. Work concurrently with the Developer relating to the Health Space in the Conceptual Development Program; b. Assure that the Kimball Highland Master Plan includes Health Space needed to effectively accommodate health related goals mutually agreed by Developer and Housing Authority; and c. Prepare a conceptual business plan that will identify sources of funding for health program components of the Kimball Highland Master Plan. G. RETENTION OF DISCRETION TO APPROVE THE KIMBALL HIGHLAND MASTER PLAN AND DDA; NO PRE -COMMITMENT. It is anticipated that the Kimball Highland Master Plan and the DDA providing for its implementation will be presented to the Housing Authority Board for approval. The parties understand that the Housing Authority is reserving the right to exercise its sole and absolute discretion as to all matters which shall include, but not be limited to the following: 1. The Housing Authority has the complete and unfettered discretion to reject the Kimball Highland Master Plan or DDA without explanation or cause. 2. The Housing Authority shall not have any duty to ground lease the Housing Authority Site without at minimum making all necessary findings and conclusions which the Housing Authority may be required to make, including all necessary findings and determinations required under CEQA, state and local land use provisions, and the California Housing Authorities Law. As to any matter which the Housing Authority may be required to exercise its unfettered discretion in advancing the Kimball Highland Master Plan to completion, neither anything contained herein, nor to be contained in the DDA shall obligate the Housing Authority to exercise its discretion in any particular manner, and any exercise of discretion reserved hereunder or required by law, shall not be deemed to constitute a breach of Housing Authority duties under this Agreement. 3. By its execution of this Agreement, Housing Authority is not committing itself to, or agreeing to undertake, any activity requiring the subsequent exercise of discretion by the Housing Authority, or any department thereof including, but not limited to, the approval and execution of a DDA; the proposal, amendment, or approval of any land use regulation governing the Housing Authority Site; the provision of any financial assistance for the development of any public or private interest in real property; the acquisition of real property; or any other such activity. This Agreement does not constitute a disposition of property or exercise of control over property by the Housing Authority. Housing Authority's execution of this Agreement is merely an agreement to enter into a period of exclusive negotiations according to the terms hereof, reserving final discretion and approval by the Housing Authority as to any proposed Kimball Highland Master Plan, DDA and all proceedings and decisions in connection therewith. Page 8 of 16 III. THE DEVELOPER A. Developer's Experience. As a condition precedent to Housing Authority's execution of this Agreement, Developer shall have submitted to Housing Authority a description of the development experience of the Developer, Health Service Provider and each of their principals, associates, employees, partners, and joint ventures. B. Offices of the Developer The principal office of the Developer is located at: 3111 Camino del Rio North, Suite 800 San Diego, CA 92108 Other employees, consultants, or representatives of Developer who are proposed to be directly involved in the Kimball Highland Master Plan will be identified by Developer and submitted to Housing Authority. C. Full Disclosure The Developer and Health Service Provider shall each maintain full disclosure to the Housing Authority of each of their principals, officers, stockholders, partners, joint ventures, and all other pertinent information concerning the Developer and Health Service Provider. D. Assignment Neither the Developer, nor the Health Service Provider, shall assign this Agreement without prior written approval of Housing Authority, which approval may be withheld in the Housing Authority's sole and absolute discretion. Housing Authority agrees that, notwithstanding the foregoing, the Developer may assign their rights under this Agreement to a corporation, trust, limited liability company or partnership of which the Developer (or affiliates thereof) owns the majority beneficial interest and/or operational control. E. Progress Reports The Developer agrees to provide, upon request, written reports advising the Housing Authority on progress and/or problems with the proposed development every sixty (60) days during the term of the Agreement. F. Environmental Requirements Certain state and local environmental requirements (including, but without limitation, the California Environmental Quality Act of 1970, Public Resources Code Section 21000, et seq.) may be applicable to the proposed Project. Pursuant to such requirements, certain environmental documents may be required to be prepared and certified for the proposed Project. Page 9 of 16 IV. COSTS AND EXPENSES. Each party shall be responsible for its own costs and expenses in connection with any activities and negotiations undertaken in connection with the performance of its obligations under this Agreement. V. REAL ESTATE COMMISSIONS A. Housing Authority has not engaged a broker, agent, or finder in connection with this transaction. As such, Housing Authority will not be responsible for any claims by a broker, agent or finder, and the Developer agrees to defend, indemnify, protect and hold the Housing Authority harmless from any claim by any broker, agent, or finder retained by the Developer. in the event that any claim, demand or cause of action for any such commission or finder's fee is asserted against the Housing Authority, the Developer shall indemnify, defend (with an attorney of the Housing Authority's choice) and hold harmless the Housing Authority from and against any and all such claims, demands and causes of action and expenses related thereto, including (without limitation) attorneys' fees and costs VI. GENERAL PROVISIONS A. Legal Actions 1. Institution of Legal Actions All legal actions must be instituted and maintained in the Superior Court of the County of San Diego, State of California, or in any other appropriate court in that county. 2. Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3. Acceptance of Service of Process In the event that the Developer commences any legal action, service of process on Housing Authority shall be made by personal service upon the Executive Director or Secretary of Housing Authority, or in such other manner as may be provided by law. In the event that any legal action is commenced by the Housing Authority against the Developer or Health Service Provider, service of process on the Developer or Health Service Provider shall be made by personal service upon the Developer or in such other manner as may be provided by law, and shall be valid whether made within or without the State of California. B. Rights and Remedies are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. Page 10 of 16 C. Specific Performance as Developer's Exclusive Remedy Subject to the Developer's right to terminate this Agreement in accordance with the terms of Subsection E of this Section VI, and notwithstanding anything to the contrary set forth in this Agreement, the Developer's exclusive remedy for an uncured Housing Authority default under this Agreement is to institute an action for specific performance of the terms of this Agreement, and in no event shall the Developer have the right, and the Developer expressly waives the right, to seek damages of any kind, including but not limited to actual damages, economic damages, consequential damages, or lost profits, from the Housing Authority in the event of a default by the Housing Authority under this Agreement or any action related to this Agreement. D. Attorney's Fees In the event of a dispute between the parties arising out of or in connection with this Agreement, whether or not such dispute results in arbitration or litigation, the prevailing party (whether resulting from settlement before or after arbitration or litigation is commenced) shall be entitled to have and recover from the losing party reasonable attorneys' fees and costs of suit incurred by the prevailing party. E. Termination Rights Notwithstanding the Exclusive Negotiation Period hereinabove set forth, any party may terminate this Agreement if another party has materially defaulted in its obligations herein set forth, and the terminating party has provided the defaulting party with written notification of such determination, and the defaulting party has refused to cure same. The written notification shall set forth the nature of the actions required to cure such default if curable. The defaulting party shall have thirty (30) days from the date of the written notification to cure such default; provided, however, if such default cannot reasonably be cured within such thirty (30) day period, the non - defaulting party shall not terminate this Agreement or pursue any other remedies for default hereunder if the defaulting party commences cure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion within the next thirty (30) days. If such default is not cured within the thirty (30) days, or within the subsequent thirty (30) days if commencement of a cure has occurred, the termination shall be deemed effective. For purposes of this subsection, the parties hereby acknowledge that time is of the essence. Each party shall also have the right to terminate this Agreement in the event that Housing Authority or the Developer determines that (a) the Kimball Highland Master Plan is infeasible, based on financial or environmental impact considerations, or not in the public interest; or (b) the parties reach an impasse in their negotiation of the DDA which cannot be resolved after good faith efforts. Page 11 of 16 F. Notices Demand and Communications Between the Parties Formal notices, demands, and communications between Housing Authority and Developer shall be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) or by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To Housing Authority: With copy to: To Developer: With a copy to: To Health Service Provider: Community Development Commission - Housing Authority of the City of National City 1243 National City Boulevard National City, CA 91950 Attn: Brad Raulston, Executive Director City Attorney 1243 National City Boulevard National City, CA 91950 Community HousingWorks 3111 Camino del Rio North, Suite 800 San Diego CA 92108 Attn: Susan M. Reynolds President and CEO Developer's Counsel: Irene Kuei, Esq. Downs Pham,& Kuei 235 Montgomery Street, 30`h Floor San Francisco, CA 94104 San Ysidro Health 1601 Precision Park Lane San Diego, CA 92173 Attn: Kevin Mattson Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. Page 12 of 16 G. No liability of City and Housing Authority Officials and Employees No member, official, employee, or contractor of the City or the Housing Authority shall be personally liable to the Developer or Health Service Provider in the event of any default or breach by the Housing Authority or for any amount, which may become due to the Developer or Health Service Provider or on any obligations under the terms of the Agreement. No member, official, employee, or contractor of the Developer shall be personally liable to the City or the Housing Authority in the event of any default or breach by Developer or for any amount, which may become due to the City or the Housing Authority or on any obligations under the terms of the Agreement. H. Interpretation The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The Part and Paragraph headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. I. Entire Agreement, Waivers, and Amendments 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 with respect to all or any part of the subject matter hereof. No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a written agreement executed by the Housing Authority, Health Service Provider and Developer. J. Counterparts This Agreement may be executed in counterparts, each of which, after all the parties hereto have signed this Agreement, shall be deemed original and such counterparts shall constitute the same instrument. K. Successors This Agreement shall be binding upon and shall inure to the benefit of the permitted successors of each of the parties hereto. L. Further Assurances The parties hereto each agree, without further consideration, to execute such other and further documents, and to perform such other and further acts, as may be necessary or proper in order to consummate the transaction set forth in and contemplated by this Agreement. Page 13 of 16 M. Severability In the event any section or portion of this Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. N. Time is of the Essence Time is of the essence for each of the Developer's and Health Service Provider's obligations under this Agreement. O. Confidentiality The Developer acknowledges and agrees that the Housing Authority is a public entity with a responsibility and, in many cases, legal obligation to conduct its business in a manner open and available to the public. Accordingly, any information provided by the Developer to the Housing Authority with respect to the Housing Authority Site, the Kimball Highland Master Plan, the Developer may be disclosed to the public either purposely, inadvertently, or as a result of a public demand or order. P. 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 Housing Authority 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. [SIGNATURES BEGIN ON FOLLOWING PAGE] Page 14 of 16 IN WITNESS WHEREOF, the Housing Authority, the Developer, and the Health Service Provider have signed this Agreement on the respective dates set forth below. COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY By: DEVELOPER; Community HousingWorks, a California non-profit public benefit corporation. Brad ive Director By: APPROVED AS TO FORM: / Centro De Salud De La Codad By. �i De San Ysidro,Inc. muni Mary Jan= : go • ski Senior Ve Pr si ent, Housing and Real Estate Department HEALTH SERVICE PROVIDER • gil ' • rr' ne , Housing Gen/ . ounsel Dated: November 18, 2019 By: Kevin Mattson President & CEO Page 15 of 16 IN WITNESS WHEREOF, the Housing Authority, the Developer, and the Health Service Provider have signed this Agreement on the respective dates set forth below. COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY By: Bra aulston DEVELOPER; Community HousingWorks, a California non-profit public benefit corporation. ecutive Director By: APPROVED AS TO FORM: By: Dated: November 18, 2019 Mary Jane Jagodzinski Senior Vice President, Housing and Real Estate Department HEALTH SERVICE PROVIDER Centro De Salud De La Comunidad De San Ysidro, Inc. By: Kevin Mattson President & CEO Page 15 of 16 IN WITNESS WHEREOF, the Housing Authority, the Developer, and the Health Service Provider have signed this Agreement on the respective dates set forth below. COMMUNITY DEVELOPMENT DEVELOPER; COMMISSION -HOUSING AUTHORITY OF Community HousingWorks, THE CITY OF NATION • CITY a California non-profit public benefit corporation. By: ecutive Director By: APPROVED AS TO F • 4 gil P • is- o es ounsel Dated: November 18, 2019 orrty Mary Jane odzi Senior Vi President, Housing and Real Estate Department HEALTH SERVICE PROVIDER Centro De Salud De La Comunidad e San Ysidro, Inc. By: Kevin Mattson President & CEO Page 15 of 16 IN WITNESS WHEREOF, the Housing Authority, the Developer, and the Health Service Provider have signed this Agreement on the respective dates set forth below. COMMUNITY DEVELOPMENT DEVELOPER; COMMISSION -HOUSING AUTHORITY OF Community HousingWorks, THE CITY OF NATIONAL CITY a California non-profit public benefit corporation. By: Brad Raulston, Executive Director By: Mary Jane Jagodzinski Senior Vice President, Housing and Real Estate Department HEALTH SERVICE APPROVED AS TO FORM: PROVIDER B s-Jon al Counsel Dated: November 18, 2019 Page 15 of 16 Centro De Salud De La Comunidad De San Ysidro, Inc. Kevin Mattson President & CEO EXHIBIT A PARCEL MAP Page 16 of 16 00 n�is' -a( PROPOSED SENIOR CENTER, SYHC AND RESIDENTIAL TOWERS APN 5604t0-O5 EX/S17NC K/MBALL i• RES/DENCE TONER / / "APN3_da000 • 1 ./ ` �y F / . A : 'Y • As SYNC AND EAST RESIDENCE TONER APN 560-u5[t 10 RrtrOSILD WOO Rom/ ,Aar,RnaA. EXCEL rmy 0 J1 SP 90 110 RESOLUTION NO. 2019 — 74 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN EXCLUSIVE NEGOTIATION AGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY, COMMUNITY HOUSINGWORKS, AND CENTRO DE LA SALUD DE LA COMUNIDAD DE SAN YSIDRO, INC., FOR THE DEVELOPMENT OF THE KIMBALL HIGHLAND MASTER PLAN THAT INCLUDES UP TO 90 AFFORDABLE HOUSING UNITS AND A NEW KIMBALL SENIOR CENTER ON A HOUSING AUTHORITY PARCEL LOCATED AT 1221 D AVENUE; UP TO 115 AFFORDABLE HOUSING UNITS AND A PROGRAM OF ALL-INCLUSIVE CARE FOR THE ELDERLY (PACE) CENTER ON A PRIVATELY OWNED PARCEL LOCATED AT 1320 HIGHLAND AVENUE; AND OTHER PUBLIC IMPROVEMENTS WHEREAS, Community Development Commission -Housing Authority of the City of National City ("Housing Authority") is the owner of certain real property and improvements located on the real property identified as APN 560-410-06 (1221 D Avenue, National City) ("the Housing Authority Site"); and WHEREAS, Community HousingWorks ("Developer"), through its affiliates, is the owner of two affordable housing projects, commonly known as Kimball Tower and Morgan Tower, located on the real property identified as APN 560-410-05 (1317 D Ave, National City) which real property is located adjacent to the Housing Authority Site (collectively, the "Kimball Residence Tower"); and WHEREAS, the Developer has also executed a Purchase and Sale Agreement for the purchase of certain real property and improvements located on the real properties identified as APN 560-410-03, APN 560,050-06, APN 560-050-12, and APN 505-050-10 (a western portion of 1320 Highland Avenue, National City) (the "Highland Avenue Site"); and WHEREAS, the Developer is the sole Developer; and WHEREAS, Developer desires to acquire the Housing Authority Site through a ground lease from Housing Authority and work cooperatively with Housing Authority to develop a master plan for the Housing Authority Site and the Highland Avenue Site (the "Master Plan Sites"), which master plan may include 79 to 90 affordable units at the Housing Authority Site and 92 to 115 affordable units at the Highland Avenue Site (the "Affordable Project"), approximately [40,000] square feet of health related space to be located on the Highland Avenue Site (the "Health Space"), approximately 10,000 square feet of a new senior center to be located on the Housing Authority Site (the "New Senior Center") and certain other public improvements to be agreed to between Developer and Housing Authority on the Master Plan Sites (collectively, the "Kimball Highland Master Plan"); and WHEREAS, the Developer intends to lease the Health Space to the Health Service Provider and the New Senior Center to the Housing Authority; and Resolution No. 2019 — 74 Page Two WHEREAS, the Developer and Centro de la Salud De La Comunidad de San Ysidro, Inc. ("Health Service Provider") have entered into a Memorandum of Understanding with an effective date of October 2, 2019 pursuant to which Developer and Health Service Provider will work cooperatively to formulate health related services utilizing the Health Space that can uniquely meet the needs of low income seniors, persons with disabilities, families and individuals and secure federal or state funding to fund such services; and WHEREAS, the Developer through its ownership of the Kimball Residence Tower is familiar with the Master Plan Sites and the City of National City (the "City") and has substantial prior experiences in developing projects similar to the Kimball Highland Master Plan; and WHEREAS, the Kimball Highland Master Plan would further the goals of the Housing Authority and the City with regard to revitalizing the Master Plan Sites and surrounding areas by providing affordable housing, creating connectivity with the existing Kimball Residence Tower, and Kimball Park, and providing Health Space and the New Senior Center to the senior and low income tenants (some of which may be special needs tenants) on the Master Plan Sites; and WHEREAS, Section T. titled Leasing to Non -Profit Organizations of City Council Policy No. 901 allows for direct negotiations with nonprofit organizations for the use of City -owned lands for the purpose of providing the community with cultural, recreational, educational enrichment, and other public services to the citizens and visitors of National City; and WHEREAS, Housing Authority, the Developer and Service Provider desire to enter into this Agreement to initiate exclusive negotiations for up to three hundred sixty-five (365) days (hereinafter referred to as the "Exclusive Negotiation Period") to allow the Developer to (i) undertake its due diligence; (ii) develop the Conceptual Development Plan; (iii) establish the responsibilities, schedule, and financial parameters for designing and developing the Kimball Highland Master Plan; (iv) negotiate the terms for the Housing Authority site; (v) negotiate a Disposition and Development Agreement between Housing Authority and the Developer for the Housing Authority Site and (vi) assure that the Kimball Highland Master Plan includes the community space facilities needed to effectively accommodate the goals of the City and Housing Authority in providing senior recreation to the seniors and low income and special needs residents of the City. Resolution No. 2019 — 74 Page Three NOW, THEREFORE, BE IT RESOLVED that the Community Development Commission -Housing Authority of the City of National City authorizes the Executive Director or authorized designee to execute an Exclusive Negotiation Agreement by and between the Community Development Commission -Housing Authority of the City of National City, Community HousingWorks, and Centro De La Salud De La Comunidad de San Ysidro, Inc., for the development of the Kimball Highland Master Plan that includes up to 90 affordable housing units and a new Kimball Senior Center on a Housing Authority parcel located at 1221 D Avenue; up to 115 affordable housing units and a Program of All -Inclusive Care for the Elderly (PACE) Center on a privately owned parcel located at 1320 Highland Avenue; and other public improvements. Said Exclusive Negotiation Agreement is on file in the Office of the City Clerk of the City of National City. PASSED and ADOPTED this 19th day of November, 2019 Alejandra Sotelo-Solis, Mayor ATTEST: fill Michael R. Dalla, City Clerk APPROVED AS O FORM: . Morris Jones Attorney Passed and adopted by the Community Development Commission -Housing Authority of the City of National City, California, on November 19, 2019 by the following vote, to -wit: Ayes: Commissioners Cano, Morrison, Quintero, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: ALEJANDRA SOTELO-SOLIS Chairman, Housing Authority BRAD RAULSTON Secretary, Housing Authority By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2019-74 of the Community Development Commission -Housing Authority of the City of National City, California, passed and adopted on November 19, 2019. ousing Authority By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY COUNCIL AGENDA STATEMENT "FETING DATE: November 19, 2019 AGENDA ITEM NO.: 32 i i EM TITLE: Resolution of the Community Development Commission -Housing Authority of the City of National City authorizing the Executive Director to execute an Exclusive Negotiating Agreement by and between the Community Development Commission -Housing Authority of the City of National City, Community HousingWorks, and Centro De La Salud De La Comunidad de San Ysidro, Inc. (San Ysidro Health) for the development of the Kimball Highland Master Plan that includes up to 90 affordable housing units and a new Kimball Senior Center on a Housing Authority parcel located at 1221 D Avenue; up to 115 affordable housing units and a Program of All -Inclusive Care for the Elderly (PACE) Center on a privately owned parcel located at 1320 Highland Avenue; and other public improvements. PREPARED BY: Carlos Aguirre, Director DEPARTMENT: Hourity PHONE: 619-336-4391 EXPLANATION: See attached. APPROVED BY: FINANCIAL STATEMENT: APPROVED:�/arfc-�,��� FINANCE ACCOUNT NO. APPROVED: MIS Pursuant to the ENA, each party will be responsible for their own costs. The Housing Authority has budgeted $15,000.00 for consultant services needed during the negotiation period in the Low & Mod Income Housing Asset Fund account 532-419-462-213-0000 Professional Services. ENVIRONMENTAL REVIEW: Certain state and local requirements (including but without limitation, the California Environmental Quality Act of 1970) may be applicable to the proposed Project. Pursuant to such requirements, certain environmental documents may be required to be prepared and certified for the Project. ORDINANCE: INTRODUCTION FINAL ADOPTION STAFF RECOMMENDATION: Adopt the Resolution. BOARD / COMMISSION RECOMMENDATION: Not applicable. TACHMENTS: i . Explanation 2. Project Presentation 3. Exclusive Negotiating Agreement 4. Resolution 0 Attachment No. 1 Kimball Highland Master Plan Consideration of Proposed ENA Background Proposed is consideration of an agreement for the Community Development Commission -Housing Authority of the City of National City ("Housing Authority") to work with a nonprofit affordable housing developer and a nonprofit health provider in development of a master plan concept, called the Kimball Highland Master Plan. The proposed master plan site implements and supports the urban village concept of creating resilient, age -friendly cities that include the social and physical infrastructure for healthy aging, including affordable housing, amenities including parks, libraries, and senior centers, plus access to full service health facilities and transit. Located across from Kimball Park, adjacent to the Kimball Tower and Morgan Tower senior affordable housing recently sold to a partnership led by Community HousingWorks, the conceptual master plan includes several sites for a phased master development, including: 1) the approximate 1.73 acre Housing Authority owned site of the current Senior Center at the corner of East 12th Street and D Avenue; 2) Approximately 1.51 acres adjacent to Kimball Way, immediately adjacent to Kimball Tower, which Community HousingWorks has under site control through a Purchase Agreement with the private owner; and 3) public infrastructure including a portion of Kimball Way. Exclusive Negotiation Agreement (ENA) For consideration is an Exclusive Negotiation Agreement ("ENA") between the following parties: • The Community Development Commission -Housing Authority of the City of National City ("Housing Authority"); • Community HousingWorks ("CHW") in the role of Developer/Owner, as well as the current owner of adjacent Kimball Tower and Morgan Tower affordable housing, plus future owner, through a Purchase and Sale Agreement, of an adjacent parcel bordering Kimball Way; and, • San Ysidro Health ("SYH") as the Health Services provider. SYH owns a property across the street from the proposed master plan sites; CHW and San Ysidro Health have executed a Memorandum of Understanding ("MOU") to work cooperatively to formulate health related services The agreement requires that during a 365-day term, the Housing Authority would exclusively negotiate with the parties regarding development of the master plan, with intent that such would include negotiation of a Disposition and Development Agreement ("DDA"). The DDA, including a Ground Lease of the parcel currently owned by the Housing Authority, would require future review and approval by the Housing Authority. During the first 180 days of the ENA, the Developer's responsibilities include conducting due diligence, creation of a conceptual development and financing plan, and submittal to the city. During the last 180 days, the parties would negotiate a DDA. Description of Proposed Master Plan Conceived on the vision that National City be an age -friendly city in the village concept, the Kimball Highland Master Plan proposes to revitalize the delineated sites, and create new housing that is supported by access to health care, specialized senior services, and amenities. Under a 1 Attachment No. 1 village concept, older adults are connected to educational and social programming and services, reducing barriers to mobility and health services that cause senior isolation and reduced quality of life. The concept builds on existing city center amenities, including Kimball Park, the city library, access to retail businesses on Highland Avenue including Walmart and the 99 Cents Store, the George Waters Nutrition Center located in Morgan Tower, and senior affordable housing. New amenities proposed by the Developer in the master plan include a 10,000 sf Senior Center replacing the current, and a new major 40,000 sf San Ysidro Health Center to' include a federally qualified health center ("FQHC") and expanded senior Program of All -Inclusive Care for the Elderly (PACE) program. Additionally, the development would provide approximately 250 parking spaces to accommodate the employees of the health center in this new employment hub. The proposed Kimball Highland Master Plan anticipates at least two development phases. The eastern phase, located on land that CHW has under Purchase contract with a private landowner, would maximize density as practical, and include approximately 92-115 affordable housing apartments in addition to a new San Ysidro Health Center, noted above. The Health Center would serve residents of the new housing, existing Kimball Tower and Morgan Tower, neighbors, as well as other National City residents, thus creating comprehensive community benefit. Further, there may be other phases associated with improvement of the public infrastructure to better serve the village residents. The western phase of the master plan, located on City -owned land that is proposed to have a long-term ground lease with the Developer, would include a new Senior Center plus approximately 79-90 affordable housing apartments serving working families and seniors on fixed incomes. The Senior Center would serve all city seniors, including the residents of Kimball Tower and Morgan Tower and new senior residents of both development phases, just as the George Waters Nutrition Center serves both the immediate and community residents. Together, both phases would add over 170 units of intergenerational homes. The infill location, existing and proposed amenities would promote pedestrian access and walkability for recreation, access to public transit, health services, and commerce. Connection to Kimball Park, a new Senior Center, housing; and improved access to retail on Highland Avenue via new pedestrian paths would promote healthy lifestyles and intergenerational living, where residents in a village concept can age in place with resources to promote health and well-being. Conceptual site plan and elevations are included in the Developer's Power Point presentation attached. Parties to ENA Both Community HousingWorks and San Ysidro Health are landowners adjacent to the proposed master plan site. Community HousingWorks is a 31-year-old nonprofit owner and developer of affordable housing across California. CHW was the co -general partner with Related California for Paradise Creek I -II, is the owner of Kimball Tower and Morgan Tower (both of which are currently undergoing extensive renovations), and has extensive experience in development including mixed - use developments, master plans. CHW owns 42 apartment communities including over 3,700 units, with 1,120 additional apartments in the development pipeline; they have been nationally recognized as a pioneer in sustainable development and for innovative financing. 2 Attachment No. 1 San Ysidro Health is a 50 year old non-profit provider of health services and specifically services to seniors, with three existing health facilities in National City and many others throughout the San Diego region. The mission of San Ysidro Health is to improve the health and well-being of the communities it serves with access for all. SYH proposes to expand their presence and services in National City with an expanded full -service PACE center and full -service, federally -qualified health clinic (FQHC). Proposed team members include M.W. Steele Group as the conceptual architect and design lead, Excel Engineering as the civil engineer, and CHPC as the financial consultant to the Developer. 3 Attachment No. 2 Kimball Highland Master Plan Presentation to the Community Development Commission -Housing Authority of the City of National City «cau�roy1sig�ui Orr November 19. 2019 chworks.org lu mimsus 4 Kimball Highland Master Plan Team • Developer/Owner: • Health Service Provider: • Design and Finance Team • Conceptual Plan Architect: ■ Civil Engineer: • Financial Consultant: Community HousingWorks (CHW) San Ysidro Health (SYH) M.W. Steele Group Excel Engineering California Housing Partnership chworks.org luNlmsus cmasirman Attachment No. 2 Community HousingWorks (CHW) Iropow • Stagg • 11.4.41A_ w * ow CHW 31 years old, nationally recognized 501(c)(3) nonprofit Owner/Developer across California Serving more than 9,000 working families, children and seniors 42 Communities 3,670 Apartments 1.120 Apartments In Development chworks.org tsr L Nioosus Recent CHW Master Plans Mission Cove Seniors I Oceanside • Master Plan on 14.5 acres • 138 senior apartments 1111 CHW North Park Seniors I San Diego • Master Plan • Mixed -income, 194 total apartments • 76 affordable apartments developed/owned by CHW • 118 market -rate apartments Innovative Entitlements — pioneered density bonus transfer (now San Diego code) CHW Commercial Experience • Solara, Poway — 2,000 SF • Paseo Artist Village, Vista — 2.000 SF • Parks at Fig, Fresno — 6,400 SF • Senior Staff with extensive commercial development experience Paradise Creek Kimball Tower & Morgan Tower • Mixed -use, 201 apartments • 303 apartments • 1.160 SF commercial space • 6.560 SF Nutrition Center chworks.org 2 Attachment No. 2 San Ysidro Health (SYH) Whi,, itt chworks.org •MNY ■DRD FsuTH • 50 years old, nationally recognized 501(c)(3) nonprofit • Federally Qualified Health Center (FQHC) • Provides high quality, accessible and affordable health care services • Serve more than 97,000 persons • 34 program sites across San Diego County • Including Program for All Inclusive Care for the Elderly (PACE) • Adjacent land owner QUNI11E8Ui iyi i�ik swam 0.,... m.. Kimball Highland Master Plan chworks.org Aimaion LUNIIISIi 3 Attachment No. 2 Kimball Highland Master Plan 1 [ 4 ••j SYNC c, 11 te71 F u> -*. � Site 1 j. City- --Owned r. land' • Cottlroi' Vt. OM i'I ■ Area surrounding CHW-controlled properties • Village concept — age -friendly city. adults age in place with amenities and resources to promote health and well-being CHw 4., - i i • tod : 99 Centn ..- Store . i • E# le_:Street chworks.org Kimball Highland Master Plan Conceptual Site Plan l. i,114 41\1�M N w; ..nr �ti • t N.q rit ... ��'"�'� Iy.i� \-Az x• ,.:e *.'.s:'.4' A' M y l' J... Pedestrian Access '411'.k II,• r • tat CH W chworks.org LuNIizsY* toar.6. ....,.. eeeor•,err 4 Attachment No. 2 Kimball Highland Master Plan Conceptual Phases Site 2 CHWControiied land chworks.org Kimball Highland Master Plan Concept: Site 1 (City -Owned Land) Residential -, I L CHW • 10,000 SF Senior Center • 79-90 affordable apartments,1,600 SF amenity space • Plaza and garden is Assumed ground lease from City chworks.org tar tutuisI*tJ i4 5 Attachment No. 2 Kimball Highland Master Plan Concept: Site 2 (CHW-Controlled Land} 4. 41. • Pace Entry at Kimball Way CHW • 40,000 SF San Ysidro Health Center with PACE program ■ 92-112 affordable apartments, 4,000 SF amenity space • Health Center is new employment base with well -paying health care jobs 11.10 Second Floor Residential on Floors 3, 4, 5 chworks.org (urlmsus 4 11111 CHW Exclusive Negotiating Agreement (ENA) chworks.org 6 Attachment No. 2 Kimball Highland Master Plan Exclusive Negotiating Agreement (ENA) • Parties: • CHW: Site due diligence, submit conceptual plan to city, financial plan and cost estimates • SYH: Work with CHW on conceptual plan and health space, conceptual business plan, identify funding sources for health programs • Term: 365 days • First Negotiation Period: 180 days • CHW and Housing Authority to develop proposal for Conceptual Development Plan, financing plan • Includes due diligence period ■ DDA: Negotiate starting at 180 days ■ Assumed ground Lease of City -owned land (Site 1) tit CHW chworks.org 111 Thank You! Questions chworks.org 7 Attachment No. 3 EXCLUSIVE NEGOTIATION AGREEMENT (D Avenue: Mixed -Use Master Plan) BY AND AMONG COMMUNITY DEVELOPMENT COMMISSION — HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY, COMMUNITY HOUSINGWORKS, AND CENTRO DE SALUD DE LA COMUNIDAD DE SAN YSIDRO, INC. This Exclusive Negotiation Agreement ("Agreement") is dated as of the 18th day of November, 2019 ("Effective Date"), by and among the Community Development Commission - Housing Authority of the City of' National City ("Housing Authority"), Community HousingWorks, a California nonprofit public benefit corporation ("Developer"), and Centro De Salud De La Comunidad De San Ysidro, Inc.("Health Service Provider"). RECITALS WHEREAS, Housing Authority is the owner of certain real property and improvements located on the real property identified as APN 560-410-06 as shown on the Parcel Map attached hereto as Exhibit A (the "Parcel Map") ("the Housing Authority Site"); WHEREAS, Developer (through its affiliates) is the owner of two affordable housing projects, commonly known as Kimball Tower and Morgan Tower, located on the real property identified as APN 560-410-05 on the Parcel Map, which real property is located adjacent to the Housing Authority Site (collectively, the "Kimball Residence Tower"); WHEREAS, Developer has also executed a Purchase and Sale Agreement for the purchase of certain real property and improvements located on the real properties identified as APN 560- 410-03, APN 560,050-06, APN 560-050-12, and APN 505-050-10 on the Parcel Map (the "Highland Avenue Site"); WHEREAS, Developer shall be the sole Developer; WHEREAS, Developer desires to acquire the Housing Authority Site through a ground lease from Housing Authority and work cooperatively with Housing Authority to develop a master plan for the Housing Authority Site and the Highland Avenue Site (the "Master Plan Sites"), which master plan may include 79 to 90 affordable units at the Housing Authority Site and 92 to 115 affordable units at the Highland Avenue Site (the "Affordable Project"), approximately [40,000] square feet of health related space to be located on the Highland Avenue Site (the "Health Space"), approximately 10,000 square feet of a new senior center to be located on the Housing Authority Site (the "New Senior Center") and certain other public improvements to be agreed to between Developer and Housing Authority on the Master Plan Sites (collectively, the "Kimball Highland Master Plan"); WHEREAS, the Developer intends to lease the Health Space to the Health Service Provider and the New Senior Center to Housing Authority; Page 1 of 16 Attachment No. 3 WHEREAS, the Developer and Health Service Provider have entered into a Memorandum of Understanding dated effective as of October 2, 2019 pursuant to which Developer and Health Service Provider will work cooperatively to formulate health related services utilizing the Health Space that can uniquely meet the needs of low income seniors, persons with disabilities, families and individuals and secure federal or state funding to fund such services; WHEREAS, the Developer through its ownership of the Kimball Residence Tower is familiar with the Master Plan Sites and the City of National City (the "City") and has substantial prior experiences in developing projects similar to the Kimball Highland Master Plan; WHEREAS, the Kimball Highland Master Plan would further the goals of the Housing Authority and the City with regard to revitalizing the Master Plan Sites and surrounding areas by providing affordable housing, creating connectivity with the existing Kimball Residence Tower, and Kimball Park, and providing Health Space and the New Senior Center to the senior and low income tenants (some of which may be special needs tenants) on the Master Plan Sites; WHEREAS, Housing Authority, the Developer and Service Provider desire to enter into this Agreement to initiate exclusive negotiations for up to three hundred sixty-five (365) days (hereinafter referred to as the "Exclusive Negotiation Period") to allow the Developer to (i) undertake its due diligence activities as defined within Section II.C. of this agreement; (ii) develop the Conceptual Development Plan as defined in Section II.D. of this agreement); (iii) establish the responsibilities, schedule, and financial parameters for designing and developing the Kimball Highland Master Plan; (iv) negotiate the terms for the Housing Authority site; (v) negotiate a Disposition and Development Agreement between Housing Authority and the Developer for the Housing Authority Site (hereinafter referred to as "DDA"), and (vi) assure that the Kimball Highland Master Plan includes the community space facilities needed to effectively accommodate the goals of the City and Housing Authority in providing senior recreation to the seniors and low income and special needs residents of the City. NOW, THEREFORE, in consideration of the recitals and mutual covenants and conditions contained herein, the parties hereto agree as follows: I. HOUSING AUTHORITY SITE The Developer desires to acquire the Housing Authority Site from Housing Authority through a ground lease for a term of 99 years for the purpose of developing the Affordable Project and the New Senior Center. The Housing Authority and Developer will work towards establishing the exact number of affordable residential units and square footage of the New Senior Center Housing Authority in cooperation with each other during. the Developer's due diligence process and set forth in the Conceptual Development Program as outlined below. II. EXCLUSIVE NEGOTIATION PERIOD A. Exclusive Negotiation Period The Exclusive Negotiation Period shall begin when Housing Authority executes this Agreement (hereinafter referred to as "Commencement Date") and shall last for three hundred and sixty five (365) days thereafter, unless extended in accordance with Sections II.E. or II.F. Page 2 of 16 Attachment No. 3 During the Exclusive Negotiation Period, the Housing Authority, Developer and Health Service Provider agree to negotiate exclusively with one another with respect to the Housing Authority Site, New Senior Center, Affordable Project, Kimball Highland Master Plan and Health Space. If at the end of the Exclusive Negotiation Period, the Housing Authority and Developer have not agreed upon mutually acceptable DDA, then this Agreement shall terminate. B. FIRST NEGOTIATION PERIOD During the first one hundred eighty (180) days of the Exclusive Negotiation Period (hereinafter referred to as the "First Negotiation Period"), the Developer and Housing Authority shall meet regularly, in good faith, and jointly formulate a proposal to develop the Kimball Highland Master Plan (hereinafter referred to as "Conceptual Development Program"). The Conceptual Development Program is anticipated to include and delineate the following elements: 1. The type and scope of the Kimball Highland Master Plan, New Senior Center, Affordable Project and Health Space; 2. The interface of a phased development with the complete build out of the Housing Authority Site and Highland Avenue Site; 3. Required on and off -site infrastructure improvements; 4. Kimball Highland Master Plan, infrastructure, and state and local regulatory requirement costs; 5. Proposed funding responsibilities and sources for the Kimball Highland Master Plan; 6. The parties/entities responsible for the various Kimball Highland Master Plan development activities; and, 7. A detailed development schedule for the Kimball Highland Master Plan. C. DUE DILIGENCE During the First Negotiation Period, Housing Authority and Developer, as applicable, shall conduct their respective due diligence activities, including but not limited to: 1. Developer's timely delivery and submission to the Housing Authority of sufficient evidence that the Developer is fmancially viable with proposed sources of equity and financing required to complete the development of Kimball Highland Master Plan; 2. Developer's timely review of preliminary title report information prepared for the Housing Authority Site and Housing Authority's Page 3 of 16 Attachment No. 3 timely review of preliminary title report information for the Highland Avenue Site; 3. Developer and its agents, representatives, consultants and contractors may enter upon the Housing Authority Site, upon not less than forty-eight (48) hours advance notice to the Housing Authority, solely for the purpose of conducting visual, non-invasive inspections of the Housing Authority Site. If the Developer desires to do any invasive testing at the Housing Authority Site, the Developer may do so only after obtaining the Housing Authority's prior written consent to the same, which consent may be withheld or granted on conditions in the Housing Authority' s sole and absolute discretion. The Developer shall provide the Housing Authority with a complete set of plans, drawings and specifications ("Invasive Testing Plans") that define to the sole satisfaction of the Housing Authority the invasive testing to be performed on the Housing Authority Site and the names of all environmental and other consultants, contractors and subcontractors who will be performing such invasive testing (collectively "Developer's Consultants"). The Developer shall deliver the names of the Developer's Consultants and the Invasive Testing Plans to the Housing Authority concurrently with its request to the Housing Authority that the Developer desires to perform invasive testing. The Developer shall promptly restore the Housing Authority Site to the condition the Housing Authority Site was in immediately prior to any such tests, at the Developer's sole cost and expense. The Developer's Consultants, the Developer and each of their agents, representatives, consultants and contractors entering the Housing Authority Site shall maintain commercial general liability insurance covering such entry, in the amounts of Two Million Dollars ($2,000,000.00) combined single limit for each occurrence or Four Million Dollars ($4,000,000.00) general aggregate for bodily injury, personal injury and property damage including contractual liability. Prior to entering upon the Housing Authority Site, the Developer and any of its agents, representatives, consultants and contractors entering upon the Housing Authority Site shall provide, additional insured endorsements naming the Housing Authority and the City of National City as additional insureds. The Developer shall indemnify and defend the Housing Authority, the City of National City and their agents and employees and the Housing Authority Site from and against, and shall hold the Housing Authority, the City of National City and their agents and employees and the Housing Authority Site harmless from, any actions, losses, costs, damages, claims and/or liabilities, including but not limited to, mechanics' and materialmen's liens and attorney fees, proximately caused by the actions of Developer and/or its agents, representatives, consultants and contractors upon the Housing Authority Site. The Developer Page4of16 Attachment No. 3 shall repair any damage caused to the Housing Authority Site by the Developer or its agents, representatives, consultants and contractors. The Developer shall not permit any mechanic's, materialman's, contractor's, subcontractor's or other lien arising from any work done by the Developer or its agents, representatives, consultants and contractors pursuant to this Agreement to stand against the Housing Authority Site. If any such lien shall be filed against the Housing Authority Site, the Developer shall cause the same to be discharged or bonded within ten (10) days after actual notice of such filing, by payment, deposit, bond or otherwise. The Developer's obligations under this Section shall survive the termination or expiration of this Agreement; and, 4. Developer's effort in securing funding for the Kimball Highland Master Plan; and 5. Developer's timely submission of its proposed Conceptual Development Program to Housing Authority for review and comment. D. CONCEPTUAL DEVELOPMENT PROGRAM By the end of the First Negotiation Period, Developer shall submit its proposed Conceptual Development Program for the Kimball Highland Master Plan, which shall include a conceptual site plan, representative floor plans, representative exterior elevations and project description and phased project schedule for review by the Housing Authority. Thereafter, the Developer shall prepare and process with the City any necessary land use entitlements, environmental studies and reports. The Kimball Highland Master Plan shall include the following documents, reports and information prior to the expiration of this Agreement: (1) The proposed square footage and terms of operation of the Health Space, proposed square footage and terms of operation of the New Senior Center, all proposed public improvements, the unit mix by number of bedrooms, proposed income targeting for the Affordable Project, the preliminary cost estimates of the Kimball Highland Master Plan and each of its phases, a description of all site amenities and a schedule for implementation. (2) A proposed schedule for development of the Kimball Highland Master Plan and each of its phases. (3) Financial pro formas for the Kimball Highland Master Plan and each of its phases which contain: (i) the projected development budgets for the Kimball Highland Master Plan and each of its phases, (ii) projected sources and uses analysis for the Kimball Highland Master Plan and each of its phases, (iii) a 55-year cash flow analysis for the Kimball Highland Master Plan and each of its phases, (iv) a proposed rent schedule and utility allowance schedule for the Affordable Project, the New Senior Center and the Health Space, (v) projected operating budgets for the Kimball Highland Master Plan and each of its phases, and (vi) a phasing plan. Page 5 of 16 Attachment No. 3 (4) Preliminary evidence of conventional construction and permanent financing options. (5) The names and qualifications of the architect which Developer proposes to use. The Housing Authority will approve the proposed architect in its discretion, such approval shall not be unreasonably withheld. (6) The name and qualifications of the management agents that Developer proposes to use. The Housing Authority will approve the proposed management agents in its discretion, such approval shall not be unreasonably withheld. E. DDA Following Conceptual Development Program if approved by the Housing Authority, and the close of the First Negotiation Period, the Housing Authority, Health Service Provider and Developer shall seek in good faith to negotiate and draft the DDA and any and all other mutually acceptable agreements reasonably necessary for the Kimball Highland Master Plan and each of its phases. However, by entering into this Agreement, the parties hereto are not contractually bound to enter into any further agreements. However, the intent of this Agreement is that upon its termination, this Agreement be replaced by a negotiated DDA. Thus, the Housing Authority agrees to negotiate exclusively with the Developer for the remaining one hundred eighty (180) days of the Exclusive Negotiation Period (hereinafter referred to as ("Second Negotiation Period") in order to negotiate and attempt to finalize the DDA. During the Exclusive Negotiation Period, Housing Authority and the Developer shall negotiate diligently and in good faith to attempt to finalize the DDA. If, at the close of the Second Negotiation Period, Housing Authority and Developer have not agreed to the terms of the DDA, then this Agreement shall terminate. Notwithstanding the above, Housing Authority's. Executive Director, or designee, in his or her sole discretion, may extend the Exclusive Negotiation Period for up to an additional three hundred and sixty five (365) days to complete DDA negotiations. Housing Authority, Health Service Provider and Developer agrees that during the Exclusive Negotiation Period, and during all of its extensions, none of them shall negotiate or enter into an agreement with any other person or entity regarding any portion of the Housing Authority Site, Kimball Highland Master Plan, Highland Avenue Site, Kimball Residence Tower, New Senior Center, Affordable Project and Health Space, unless it is with the expressed prior written consent of the other parties hereto. The obligation to negotiate in good faith requires the respective parties to communicate with each other with respect to those issues for which agreement has not been reached, and such communication to follow reasonable negotiation procedures, including meetings, telephone conversations, and correspondence. The parties understand that final accord on all issues may not be reached. It is also understood that: (1) no party is under any obligation to reach an agreement on the Housing Authority Site, Kimball Highland Master Plan, New Senior Center, Affordable Project, Health Space, purchase price and/or DDA; and, (2) the Housing Authority reserves the right to approve or reject a DDA, the Conceptual Development Program, funding, or any disposition of the Housing Authority Site, in its sole discretion. Page 6 of 16 Attachment No. 3 F. HOUSING AUTHORITY, DEVELOPER AND HEALTH SERVICE PROVIDER OBLIGATIONS During the Exclusive Negotiation Period, each of Housing Authority's, Developer's and Health Service Provider's obligations shall include, but not be limited to, the following: 1. Housing Authority Obligations a. Upon request of the Developer, provide the Developer with requested documents in the Housing Authority's possession that would assist the Developer with the due diligence activities described in this Agreement; b. Upon acceptance of the Conceptual Development Program and verification of Kimball Highland Master Plan's proposed financial sources of financing, prepare a first draft of a DDA; and c. Assist Developer in outreach efforts by helping to coordinate with other City departments and leaders; 2. Developer Obligations a. Developer shall perform any due diligence the Developer deems necessary with respect to the Kimball Highland Master Plan; b. Submit conceptual development plan for the Housing Authority Site and Highland Avenue Site, and plans, elevations, conceptual drawings, detailed Project development cost estimates, pro formas for improvements as well as a pro forma summarizing the total project and respective returns and other documents necessary for Housing Authority and City review; c. Submit viable financial plan with proposed sources of funding or funding commitments for the Kimball Highland Master Plan; d. Develop conceptual phasing of site plans for submission, providing financial analysis of each of the proposed phases of the Kimball Highland Master Plan, identifying other possible sources of financing for the Kimball Highland Master Plan, and coordinating and reaching out to the community and stakeholders; Page 7 of 16 Attachment No. 3 3. Health Service Provider a. Work concurrently with the Developer relating to the Health Space in the Conceptual Development Program, b. Assure that the Kimball Highland Master Plan includes Health Space needed to effectively accommodate health related goals mutually agreed by Developer and Housing Authority; and c. Prepare a conceptual business plan that will identify sources of funding for health program components of the Kimball Highland Master Plan. G. RETENTION OF DISCRETION TO APPROVE THE KIMBALL HIGHLAND MASTER PLAN AND DDA; NO PRE -COMMITMENT. It is anticipated that the Kimball Highland Master Plan and the DDA providing for its implementation will be presented to the Housing Authority Board for approval. The parties understand that the Housing Authority is reserving the right to exercise its sole and absolute discretion as to all matters which shall include, but not be limited to the following: 1. The Housing Authority has the complete and unfettered discretion to reject the Kimball Highland Master Plan or DDA without explanation or cause. 2. The Housing Authority shall not have any duty to ground lease the Housing Authority Site without at minimum making all necessary findings and conclusions which the Housing Authority may be required to make, including all necessary findings and determinations required under CEQA, state and local land use provisions, and the California Housing. Authorities Law. As to any matter which the Housing Authority may be required to exercise its unfettered discretion in advancing the Kimball Highland Master Plan to completion, neither anything contained herein, nor to be contained in the DDA shall obligate the Housing Authority to exercise its discretion inany particular manner, and any exercise of discretion reserved hereunder or required by law, shall not be deemed to constitute a breach of Housing Authority duties under this Agreement. 3. By its execution of this Agreement, Housing Authority is not committing itself to, or agreeing to undertake, any activity requiring the subsequent exercise of discretion by the Housing Authority, or any department thereof including, but not limited to, the approval and execution of a DDA; the proposal, amendment, or approval of any land use regulation governing the Housing Authority Site; the provision of any financial assistance for the development of any public or private interest in real property; the acquisition of real property; or any other such activity. This Agreement does not constitute a disposition of property or exercise of control over property by the Housing Authority. Housing Authority's execution of this Agreement is merely an agreement to enter into a period of exclusive negotiations according to the terms hereof, reserving final discretion and approval by the Housing Authority as to any proposed Kimball Highland Master Plan, DDA and all proceedings and decisions in connection therewith. Page 8 of 16 Attachment No. 3 III. THE DEVELOPER A. Developer's Experience. As a condition precedent to Housing Authority's execution of this Agreement, Developer shall have submitted to Housing Authority a description of the development experience of the Developer, Health Service Provider and each of their principals, associates, employees, partners, and joint ventures. B. Offices of the Developer The principal office of the Developer is located at: 3111 Camino del Rio North, Suite 800 San Diego, CA 92108 Other employees, consultants, or representatives of Developer who are proposed to be directly involved in the Kimball Highland Master Plan will be identified by Developer and submitted to Housing Authority. C. Full Disclosure The Developer and Health Service Provider shall each maintain full disclosure to the Housing Authority of each of their principals, officers, stockholders, partners, joint ventures, and all other pertinent information conceming the Developer and Health Service Provider. D. Assignment Neither the Developer, nor the Health Service Provider, shall assign this Agreement without prior written approval of Housing Authority, which approval may be withheld in the Housing Authority's sole and absolute discretion. Housing Authority agrees that, notwithstanding the foregoing, the Developer may assign their rights under this Agreement to a corporation, trust, limited liability company or partnership of which the Developer (or affiliates thereof) owns the majority beneficial interest and/or operational control. E. Progress Reports The Developer agrees to provide, upon request, written reports advising the Housing Authority on progress and/or problems with the proposed development every sixty (60) days during the term of the Agreement. F. Environmental Requirements Certain state and local environmental requirements (including, but without limitation, the California Environmental Quality Act of 1970, Public Resources Code Section 21000, et seq.) may be applicable to the proposed Project. Pursuant to such requirements, certain environmental documents may be required to be prepared and certified for the proposed Project. Page 9 of 16 Attachment No. 3 IV. COSTS AND EXPENSES. Each party shall be responsible for its own costs and expenses in connection with any activities and negotiations undertaken in connection with the performance of its obligations under this Agreement. V. REAL ESTATE COMMISSIONS A. Housing Authority has not engaged a broker, agent, or finder in connection with this transaction. As such, Housing Authority will not be responsible for any claims by a broker, agent or finder, and the Developer agrees to defend, indemnify, protect and hold the Housing Authority harmless from any claim by any broker, agent, or finder retained by the Developer. in the event that any claim, demand or cause of action for any such commission or finder's fee is asserted against the Housing Authority, the Developer shall indemnify, defend (with an attorney of the Housing Authority's choice) and hold harmless the Housing Authority from and against any and all such claims, demands and causes of action and expenses related thereto, including (without limitation) attorneys' fees and costs VI. GENERAL PROVISIONS A. Legal Actions 1. Institution of Legal Actions All legal actions must be instituted and maintained in the Superior Court of the County of San Diego, State of California, or in any other appropriate court in that county. 2. Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3. Acceptance of Service of Process In the event that the Developer commences any legal action, service of process on Housing Authority shall be made by personal service upon the Executive Director or Secretary of Housing Authority, or in such other manner as may be provided by law. In the event that any legal action is commenced by the Housing Authority against the Developer or Health Service Provider, service of process on the Developer or Health Service Provider shall be made by personal service upon the Developer or in such other manner as may be provided by law, and shall be valid whether made within or without the State of California. B. Rights and Remedies are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. Page 10 of 16 Attachment No. 3 C. Specific Performance as Developer's Exclusive Remedy Subject to the Developer's right to terminate this Agreement in accordance with the terms of Subsection E of this Section VI, and notwithstanding anything to the contrary set forth in this Agreement, the Developer's exclusive remedy for an uncured Housing Authority default under this Agreement is to institute an action for specific performance of the terms of this Agreement, and in no event shall the Developer have the right, and the Developer expressly waives the right, to seek damages of any kind, including but not limited to actual damages, economic damages, consequential damages, or lost profits, from the Housing Authority in the event of a default by the Housing Authority under this Agreement or any action related to this Agreement. D. Attorney's Fees In the event of a dispute between the parties arising out of or in connection with this Agreement, whether or not such dispute results in arbitration or litigation, the prevailing party (whether resulting from settlement before or after arbitration or litigation is commenced) shall be entitled to have and recover from the losing party reasonable attorneys' fees and costs of suit incurred by the prevailing party. E. Termination. Rights Notwithstanding the Exclusive Negotiation Period hereinabove set forth, any party may terminate this Agreement if another party has materially defaulted in its obligations herein set forth, and the terminating party has provided the defaulting party with written notification of such determination, and the defaulting party has refused to cure same. The written notification shall set forth the nature of the actions required to cure such default if curable. The defaulting party shall have thirty (30) days from the date of the written notification to cure such default; provided, however, if such default cannot reasonably be cured within such thirty (30) day period, the non - defaulting party shall not terminate this Agreement or pursue any other remedies for default hereunder if the defaulting party commences cure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion within the next thirty (30) days. If such default is not cured within the Thirty (30) days, or within the subsequent thirty (30) days if commencement of a cure has occurred, the termination shall be deemed effective. For purposes of this subsection, the parties hereby acknowledge that time is of the essence. Each party shall also have the right to terminate this Agreement in the event that Housing Authority or the Developer determines that (a) the Kimball Highland Master Plan is infeasible, based on fmancial or environmental impact considerations, or not in the public interest; or (b) the parties reach an impasse in their negotiation of the DDA which cannot be resolved after good faith efforts. Page 11 of 16 Attachment No. 3 F. Notices Demand and Communications Between the Parties Formal notices, demands, and communications between Housing Authority and Developer shall be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) or by mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to: To Housing Authority: With copy to: To Developer: With a copy to: To Health Service Provider: Community Development Commission - Housing Authority of the City of National City 1243 National City Boulevard National City, CA 91950 ' Attn: Brad Raulston, Executive Director City Attorney • 1243 National City Boulevard National City, CA 91950 Community HousingWorks 3111 Camino del Rio North, Suite 800 San Diego CA 92108 Attn: Susan M. Reynolds President and CEO Developer's Counsel: Irene Kuei, Esq. Downs Pliam,& Kuei 235 Montgomery Street, 30th Floor San Francisco, CA 94104 San Ysidro Health 1601 Precision Park Lane San Diego, CA 92173 Attn: Kevin Mattson Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices mailed in the manner provided above shall be deemed effective on the second business day following deposit in the United States mail. Such written notices, demands, and communications shall be sent in the same manner to such other addresses as either party may from time to time designate by mail. Page 12 of 16 Attachment No. 3 G. No liability of City and Housing Authority Officials and Employees No member, official, employee, or contractor of the City or the Housing Authority shall be personally liable to the Developer or Health Service Provider in the event of any default or breach by the Housing Authority or for any amount, which may become due to the Developer or Health Service Provider or on any obligations under the terms of the Agreement. No member, official, employee, or contractor of the Developer shall be personally liable to the City or the Housing Authority in the event of any default or breach by Developer or for any amount, which may become due to the City or the Housing Authority or on any obligations under the terms of the Agreement. H. Interpretation The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The Part and Paragraph headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement. I. Entire Agreement, Waivers, and Amendments 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 with respect to all or any part of the subject matter hereof. No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a written agreement executed by the Housing Authority, Health Service Provider and Developer. J. Counterparts This Agreement'may be executed in counterparts, each of which, after all the parties hereto have signed this Agreement, shall be deemed original and such counterparts shall constitute the same instrument. K. Successors This Agreement shall be binding upon and shall inure to the benefit of the permitted successors of each of the parties hereto. L. Further Assurances The parties hereto each agree, without further consideration, to execute such other and further documents, and to perform such other and further acts, as may be necessary or proper in order to consummate the transaction set forth in and contemplated by this Agreement. Page 13 of 16 Attachment No. 3 M. Severability In the event any section or portion of this Agreement shall be held, found, or determined to be unenforceable or invalid for any reason whatsoever, the remaining provisions shall remain in effect, and the parties hereto shall take further actions as may be reasonably necessary and available to them to effectuate the intent of the parties as to all provisions set forth in this Agreement. N. Time is of the Essence Time is of the essence for each of the Developer's and Health Service Provider's obligations under this Agreement. O. Confidentiality The Developer acknowledges and agrees that the Housing Authority is a public entity with a responsibility and, in many cases, legal obligation to conduct its business in a manner open and available to the public. Accordingly, any information provided by the Developer to the Housing Authority with respect to the Housing Authority Site, the Kimball Highland Master Plan, the Developer may be disclosed to the public either purposely, inadvertently, or as a result of a public demand or order. P. 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 Housing Authority 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. [SIGNATURES BEGIN ON FOLLOWING PAGE] Page 14 of 16 Attachment No. 3 IN WITNESS WHEREOF, the Housing Authority, the Developer, and the Health Service Provider have signed this Agreement on the respective dates set forth below. COMMUNITY DEVELOPMENT DEVELOPER; COMMISSION -HOUSING AUTHORITY OF Community HousingWorks, THE CITY OF NATIONAL CITY a California non-profit public benefit corporation. By: Brad Raulston, Executive Director By: Mary Jane •`! odz. Senior V. Pres Real Estate Dep.rtment HEALTH SERVICE APPROVED AS TO FORM: PROVIDER By: Angil P Morris -Jones, Housing Authority General Counsel Dated: November 18, 2019 ousing and Centro De Salud De La Comunidad De San Ysidro, Inc. By: Kevin Mattson President & CEO Page 15 of 16 Attachment No. 3 IN WITNESS WHEREOF, the Housing Authority, the Developer, and the Health Service Provider have signed this Agreement on the respective dates set forth below. COMMUNITY DEVELOPMENT DEVELOPER; COMMISSION -HOUSING AUTHORITY OF Community HousingWorks, THE CITY OF NATIONAL CITY , . a California non-profit public benefit corporation. By: Brad Raulston, Executive Director By: APPROVED AS TO FORM: Mary Jane Jagodzinski Senior Vice President, Housing and Real Estate Department HEALTH SERVICE PROVIDER Centro De Salud De La Comunidad By: De San Ysidro, Inc. Angil P Morris -Jones, Housing Authority. General Counsel Dated: November 18, 2019 Page 15 of 16 By: Kdvin Mattson President & CEO m PROPOSED SENIOR CENTER, SYHC AND RESIDENTIAL TOWERS �..�� �r\r\ ` Y< \ Sti `F� , \\ t. / 13 EXCEL E'oN luawyaelwV RESOLUTION NO. 2019 — RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN EXCLUSIVE NEGOTIATION AGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION -HOUSING AUTHORITY OF THE CITY OF NATIONAL CITY, COMMUNITY HOUSINGWORKS, AND CENTRO DE LA SALUD DE LA COMUNIDAD DE SAN YSIDRO, INC., FOR THE DEVELOPMENT OF THE KIMBALL HIGHLAND MASTER PLAN THAT INCLUDES UP TO 90 AFFORDABLE HOUSING UNITS AND A NEW KIMBALL SENIOR CENTER ON A HOUSING AUTHORITY PARCEL LOCATED AT 1221 D AVENUE; UP TO 115 AFFORDABLE HOUSING UNITS AND A PROGRAM OF ALL-INCLUSIVE CARE FOR THE ELDERLY (PACE) CENTER ON A PRIVATELY OWNED PARCEL LOCATED AT 1320 HIGHLAND AVENUE; AND OTHER PUBLIC IMPROVEMENTS WHEREAS, Community Development Commission -Housing Authority of the City of National City ("Housing Authority") is the owner of certain real property and improvementslocated on the real property identified as APN 560-410-06 (1221 D Avenue, National City) ("the Housing Authority Site"); and WHEREAS, Community HousingWorks ("Developer"), through its affiliates, is the owner of two affordable housing projects, commonly known as Kimball Tower and Morgan Tower, located on the real property identified as APN 560-410-05 (1317 D Ave, National City) which real property is located adjacent to the Housing Authority Site (collectively, the "Kimball Residence Tower"); and WHEREAS, the Developer has also executed a Purchase and Sale Agreement for the purchase of certain real property and improvements located on the real properties identified as APN 560-410-03, APN 560,050-06, APN 560-050-12, and APN 505-050-10 (a western portion of 1320 Highland Avenue, National City) (the "Highland Avenue Site"); and WHEREAS, the Developer is the sole Developer; and WHEREAS, Developer desires to acquire the Housing Authority Site through a ground lease from Housing Authority and work cooperatively with Housing Authority to develop a master plan for the Housing Authority Site and the Highland Avenue Site (the "Master Plan Sites"), which master plan may include 79 to 90 affordable units at the Housing Authority Site and 92 to 115 affordable units at the Highland Avenue Site (the "Affordable Project"), approximately [40,000] square feet of health related space to be located on the Highland Avenue Site (the "Health Space"), approximately 10,000 square feet of a new senior center to be located on the Housing Authority Site (the "New Senior Center") and certain other public improvements to be agreed to between Developer and Housing Authority on the Master Plan Sites (collectively, the "Kimball Highland Master Plan"); and WHEREAS, the Developer intends to lease the Health Space to the Health Service Provider and the New Senior Center to the Housing Authority; and Resolution No. 2019 — Page Two WHEREAS, the Developer and Centro de la Salud De La Comunidad de San Ysidro, Inc. ("Health Service Provider") have entered into a Memorandum of Understanding with an effective date of October 2, 2019 pursuant to which Developer and Health Service Provider will work cooperatively to formulate health related services utilizing the Health Space that can uniquely meet the needs of low income seniors, persons with disabilities, families and individuals and secure federal or state funding to fund such services; and WHEREAS, the Developer through its ownership of the Kimball Residence Tower is familiar with the Master Plan Sites and the City of National City (the "City") and has substantial prior experiences in developing projects similar to the Kimball Highland Master Plan; and WHEREAS, the Kimball Highland Master Plan would further the goals of the Housing Authority and the City with regard to revitalizing the Master Plan Sites and surrounding areas by providing affordable housing, creating connectivity with the existing Kimball Residence Tower, and Kimball Park, and providing Health Space and the New Senior Center to the senior and low income tenants (some of which may be special needs tenants) on the Master Plan Sites; and WHEREAS, Section T. titled Leasing to Non -Profit Organizations of City Council Policy No. 901 allows for direct negotiations with nonprofit organizations for the use of City -owned lands for the purpose of providing the community with cultural, recreational, educational enrichment, and other public services to the citizens and visitors of National City; and WHEREAS, Housing Authority, the Developer and Service Provider desire to enter into this Agreement to initiate exclusive negotiations for up to three hundred sixty-five (365) days (hereinafter referred to as the "Exclusive Negotiation Period") to allow the Developer to (i) undertake its due diligence; (ii) develop the Conceptual Development Plan; (iii) establish the responsibilities, schedule, and financial parameters for designing and developing the Kimball Highland Master Plan; (iv) negotiate the terms for the Housing Authority site; (v) negotiate a Disposition and Development Agreement between Housing Authority and the Developer for the Housing Authority Site and (vi) assure that the Kimball Highland Master Plan includes the community space facilities needed to effectively accommodate the goals of the City and Housing Authority in providing senior recreation to the seniors and low income and special needs residents of the City. Resolution No. 2019 — Page Three NOW, THEREFORE, BE IT RESOLVED that the Community Development Commission -Housing Authority of the City of National City authorizes the Executive Director or authorized designee to execute an Exclusive Negotiation Agreement by and between the Community Development Commission -Housing Authority of the City of National City, Community HousingWorks, and Centro De La Salud De La Comunidad de San Ysidro, Inc., for the development of the Kimball Highland Master Plan that includes up to 90 affordable housing units and a new Kimball Senior Center on a Housing Authority parcel located at 1221 D Avenue; up to 115 affordable housing units and a Program of All -Inclusive Care for the Elderly (PACE) Center on a privately owned parcel located at 1320 Highland Avenue; and other public improvements. Said Exclusive Negotiation Agreement is on file in the Office of the City Clerk of the City of National City. PASSED and ADOPTED this 19th day of November, 2019. Alejandra Sotelo-Solis, Mayor ATTEST: Michael R. Della, City Clerk APPROVED AS TO FORM: 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 CDC -HA, COMMUNITY HOUSINGWORKS, AND CENTRO DE LA SALUD DE LA COMUNIDAD DE SAN YSIDRO (SAN YSIDRO HEALTH) Kimball Master Plan —1320 Highland Ave. Exclusive Negotiation Agreement Carlos Aguirre (Housing Authority) forwarded duplicate Agreements to each Vendor.