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HomeMy WebLinkAboutAGENDA REPORT 2003 0604 CC REG ITEM 10ITo: From: MOORPARK CITY COUNCIL AGENDA REPORT Honorable City Council Nancy Burns, Senior Management Analyst Date: May 28, 2003 (CC Meeting of June 4, ITEM 10.5... a0a3 -aoy 7, yJ�A:Gvt.e.c�....� �e.we -•� Q�- 1 2003) Subject: Consider Resolution Approving an Agreement by and among the City of Moorpark, Moorpark Redevelopment Agency, and TR Partners, LLC, for the Agency's Purchase and Resale of One Dwelling Unit in RPD 99 -1, TT 5181 to a Low Income Family at an Affordable Housing Cost BACKGROUND Section 33413 (b) (2) (A) (i) of California Health and Safety Code ( "Redevelopment Law ") requires that 15% of all dwelling units developed within a Redevelopment Project Area be affordable to and occupied by low or moderate income households. Condition No. 7 of Residential Planned Development (RPD) 99 -1 and Condition No. 16 of Tentative Tract (TT) Map No. 5181 require that one (1) of the eight (8) units to be constructed be sold to a low income buyer. DISCUSSION In order to expedite further processing of the developer's Final Map, the Redevelopment Agency is being asked to consider purchasing the low income unit at an affordable housing cost, if an eligible low income buyer has not been identified when the unit is completed and ready for sale. The Agency will then re -sell the unit to a qualified low income buyer and will cause long term covenants to be recorded against the property, which will ensure its affordability to low income households for at least 45 years. This Agreement allows the developer to satisfy the project conditions of approval referenced above. o�� Honorable City Council Date 05/29/03 Page 2 STAFF RECOMMENDATION 1. Approve Resolution No. 2003-; and 2. Direct the City Manager, on behalf of the City, to execute Purchase and Sale Agreement, subject to final language approval by the City Manager and City Attorney. Attachments: Resolution No. 2003 - Purchase and Sale Agreement 0 Eo � � �, 5 RESOLUTION NO. 2003 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOORPARK, CALIFORNIA, APPROVING AN AGREEMENT AMONG THE CITY OF MOORPARK, MOORPARK REDEVELOPMENT AGENCY AND TR PARTNERS, LLC, FOR THE REDEVELOPMENT AGENCY'S PURCHASE AND SALE OF ONE DWELLING UNIT IN THE DEVELOPMENT KNOWN AS RESIDENTIAL PLANNED DEVELOPMENT (RPD) NO. 99 -1, TENTATIVE TRACT (TT) MAP NO. 5181 WHEREAS, the City of Moorpark, a municipal corporation, wishes to encourage residential development within the City; and WHEREAS, the City supports the Moorpark Redevelopment Agency's statutory requirements to ensure the provision of dwelling units that are affordable to low and moderate income households by conditioning new residential developments within the Redevelopment Project Area to provide a certain number of dwelling units that are affordable to low income households; and WHEREAS, Resolution No. 99 -1681, containing conditions of approval for RPD 99 -1 and TT 5181 for TR Partners (the Project „ ), requires that one (1) 3- bedroom unit be provided and sold to a low income household. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The real property upon which the Project will be developed consists of approximately 1.2 acres of land located between Bard and Millard Streets, and south of Second Street (APN 512 -0 -131 -070), as described on Exhibit "A” which is attached hereto and incorporated herein, and as more particularly depicted on Exhibit "B" which is also attached hereto and incorporated herein. SECTION 2. The City Council hereby declares that the Purchase and Sale Agreement among the City, the Redevelopment Agency, and TR Partners, LLC, attached hereto as Exhibit "C" satisfies Condition No. 16 of TT 5181 and Condition No. 7 of RPD 99 -1, which require that the developer provide one (1) three bedroom unit of not less than 1,350 square feet in size on the Project site, to be sold to buyers who meet the criteria for low income households established by the United States Department of 0 CA, �.► Resolution No. 2003 - Page 2 Housing and Urban Development for the County of Ventura (80% of Median Income) . SECTION 3. The City Council further authorizes the execution of the Purchase and Sale Agreement by and among the City of Moorpark, the Moorpark Redevelopment Agency, and TR Partners, LLC (Exhibit "C "). SECTION 4. This resolution shall become effective immediately upon its adoption. SECTION 5. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original resolutions. PASSED AND ADOPTED this 4th day of June, 2003. Patrick Hunter, Mayor ATTEST: Deborah S. Traffenstedt, City Clerk Attachments: Exhibit "A" Map of Project Site Exhibit "B" Legal Description Exhibit "C" Purchase and Sale Agreement () ov_-Av 3 �5 NS w 4 20 ,•i.4� ys�o •.. 2 �. n °o • r 0 0 ar C C: C� :FOR TRACT L RO. SIMI O man Cc as A; t2 VENTURA COUNTY PLANNING DEFMRTMENT ZONING MAP 512— 13 b �4 yra•� •n ry +Ylrflr'. ••�1'• ♦ r•yr«• 12'll'y(. ORDINANCE 23M ADOPTED S • S • 70 COUNTY CLERIC FkAwI L Mll r I O O ' O n O © O 1i ' O w ^ _tN law N, ©� ® r ® �. 1 31 �.1RCi• 32 • 33 • 34 35 6 3Tr 3a • 39°• 40; • 41 • 42 ~ 43- 44- 134 _Vie_: ;'_�r — �" — S. -- -- -- - -- --- 30 w A. 2� i 2 2T 2(265 m2�n 244t+� 2 • i 2222 • 21 20 • 19 1 I �• 1 0. ..rr •.�. n «a. as .«. -- ^-. -- - - t2 512-13 ad lad r ao i I i r I I w I rn x 1 i i o I 1 - I r ` I I 21I24�� 3430' �ro Assessor's Map Bk. 512 , P¢ 13 Vista Verde Tract Ab.1 RM Bk.24 Pg.79 Asommorb MOCK NurmbO- Sh"m ,n 1110209 COW►ly Of Ventura, Calif Vista Verde Tract No.3 RM Bk.26 Fg. 72 asetaaeri p'Cal 'wh^bwa Shaw' ' Nc- Exhibit "V" Legal Description THE PORTIONS OF BLOCK 8 AND 11 AND OF THIRD STREET AND BARD STREET AS SHOWN ON MAP NO. 1 OF TRACT "0" OF MOORPARK SUBDIVISION RANCHO SIMI, IN THE CITY OF MOORPARK, COUNTY OF VENTURA, STATE OF CALIFORNIA, AS PER MAP THEREOF RECORDED IN BOOK 8 PAGE 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT DISTANT SOUTH 00 00' 05" WEST 30 FEET ALONG THE CENTER LINE OF BARD STREET FROM THE INTERSECTION OF SAID CENTER LINE WITH THE CENTER LINE OF THIRD STREET AS SHOWN ON SAID MAP; THENCE ALONG THE SOUTHERLY LINE OF THIRD STREET, IST: - SOUTH 890 59' 55" EAST 30 FEET: THENCE ALONG THE EASTERLY LINE OF BARD STREET, 2ND: - NORTH 00 0' 05" EAST 179.85 FEET: THENCE. 3RD: - SOUTH 750 42' 08" EAST 176.61 FEET TO A POINT ON A CURVE CONCAVE WESTERLY HAVING A RADIUS OF 472 FEET AND A CENTRAL ANGLE OF 110 39' A RADIAL LINE AT SAID POINT BEARING SOUTH 750 42' 08" EAST; 4TH: - SOUTHEASTERLY ALONG SAID CURVE 95.97 FEET TO A REVERSE CURVE HAVING A RADIUS OF 528 FEET AND A CENTRAL ANGLE OF 250 58' 22 "; THENCE, 5TH: - SOUTHERLY ALONG SAID CURVE 239.25 FEET; THENCE, 6TH: - SOUTH 00 01' 30" EAST 50 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANT NORTHERLY 10 FEET FROM THE NORTHERLY LINE OF WALNUT ACRES SUBDIVISION, RECORDED IN BOOK 22 PAGE 79 OF MAPS; THENCE ALONG SAID PARALLEL LINE, 7TH: - SOUTH 890 58' 30" WEST 115 FEET TO A POINT ON SAID CENTER LINE OF BARD STREET; THENCE, 8TH: - NORTH 00 00' 05" EAST 235.03 FEET TO THE POINT OF BEGINNING. } 0'';005 C9 Exhibit "C" PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (the "Agreement ") is made and entered into as of the day of , 2003, by and among TR PARTNERS, LLC, a California Limited Liability Corporation (hereinafter referred to as "DEVELOPER ") , the CITY OF MOORPARK and MOORPARK REDEVELOPMENT AGENCY (hereinafter, collectively referred to as "CITY "). RECITALS WHEREAS, California Health & Safety Code Section 33413 (b) (2) (A) (i) requires that "at least 15 per cent of all new and substantially rehabilitated dwelling units developed within a project area under the jurisdiction of an agency by public or private entities or persons other than the agency shall be available at affordable housing cost to, and occupied by, persons and families of low or moderate income "; and WHEREAS, California Health & Safety Code Section 33413(c) (1) requires such dwelling units to remain affordable for the longest feasible time, but for not less than 45 years for homeownership units; and WHEREAS, affordable housing cost is defined in California Health and Safety Code Section 50052 . 5 (b) (2) , with the components of affordable housing cost as found in Section 6920 of Title 25 of the California Code of Regulations; and WHEREAS, DEVELOPER desires to develop eight (8) single family detached homes on approximately 1.2 acres of land between Bard and Millard Streets and south of Second Street (APN No. 512 -0 -131 -070), consistent with the conditions of Residential Planned Development (RPD) No. 99 -1 and Tentative Tract Map No. 5181, approved December 1, 1999, by Resolution No. 1681, collectively, the "Project "; and WHEREAS, Condition No. 16 of Tentative Tract Map No. 5181 and Condition No. 7 of RPD No. 99 -1 require that the developer shall on this project site provide one (1) three bedroom unit of not less than 1,350 square feet in size, to be sold to buyers who meet the criteria for low income households established by the United States Department of Housing and Urban Development for the County of Ventura (80% of Median Income). 1 0 TR Partners 052903 NOW, THEREFORE, IT IS AGREED by and between the DEVELOPER and the CITY as follows: SECTION 1. Satisfaction of RPD Conditions. CITY agrees that this Agreement satisfies Condition No. 16 of Tentative Tract Map No. 5181 and Condition No. 7 of RPD No. 99- 1, including the stipulation for an Affordable Housing Agreement and Affordable Housing Implementation and Resale Restriction Plan. The CITY will assume DEVELOPER's responsibility for marketing the low income unit, selecting and qualifying an eligible buyer for the unit, and overseeing the escrow process to sell the low income unit to a low income household. SECTION 2. Terms of Sale. 2.1 DEVELOPER agrees to sell the herein referenced low income unit to a qualified low income buyer identified by CITY, or to CITY directly, as determined by CITY in its sole discretion, prior to obtaining zone clearance for Certificate of Occupancy for the fifth (5th) unit of the Project at the purchase price of one hundred fifty -four thousand dollars ($154,000). At the opening of escrow, DEVELOPER agrees to deposit three thousand eighty dollars ($3,080) in escrow, as a deposit against its portion of escrow and closing costs. CITY or qualified low income buyer shall pay all escrow and closing costs in excess of this amount. Any funds not spent will be refunded to DEVELOPER. 2.2 DEVELOPER shall satisfy all mechanic's, laborer's, materialman's, supplier's, or vendor's liens and any construction loan or other financing affecting Lot 8 of the Project before the close of escrow for the low income unit. 2.3 DEVELOPER agrees if it sells the low income unit directly to a qualified low income buyer, per Section 2.1 above, all requirements of the buyer, including completion of CITY approved Homebuyer Education, and documents for the transaction, including the Promissory Note, Deed of Trust, and Resale Restriction Agreement and Option to Purchase (the "Affordability Covenants ") , shall be approved by the CITY and be included as a requirement of the sale. The language of all such documents shall be approved by CITY at its sole discretion. SECTION 3. Conditions of Purchase and Sale. If a qualified low income buyer is identified by the CITY prior to or at the time of completion of the unit, and by the date on which a Certificate of Occupancy is issued, DEVELOPER shall open TR Partners 052903 2 0 ..� C ifA °Z" i! per escrow for the same sales price as herein stipulated and subject to the conditions in Section 2. above, and enter escrow directly with the buyer identified by CITY, and proceed to closing of said escrow. If a qualified low income buyer has not been identified upon completion of the low income unit and issuance of a Certificate of Occupancy, CITY agrees to purchase the low income unit for one hundred fifty -four thousand dollars ($154, 000) . SECTION 4. Quality of Construction. DEVELOPER and CITY agree that Lot No. 8, shall be designated as the lot on which the low income unit, of not less than 1,350 square feet in size, is constructed. DEVELOPER warrants that the quality of materials and construction techniques of the unit sold to the CITY shall in all manner be comparable to that of all other units constructed in this Project and subject to all conditions of RPD 99 -1 and Tentative Tract Map 5181 and shall meet all Building Codes. SECTION S. Amenities and Warranties. DEVELOPER acknowledges that the low income unit will not be occupied by the CITY, but, if purchased by the CITY, will be sold by the CITY to a qualified low income buyer(s) . DEVELOPER agrees to provide the same amenities and home warranties associated with the low income unit purchased by the CITY as the amenities and home warranties associated with the market rate units. DEVELOPER declares that all such warranties shall inure to the benefit of and be enforceable by the ultimate occupants of the low income unit, and that all warranties by subcontractors and suppliers shall inure to the benefit of and be enforceable by such occupants. The CITY shall have the same choices of finish options as purchasers of market rate units in this Project and final walk- through approval of condition of unit before close of sale. Any options provided to buyers of market rate units shall be provided to CITY or buyer(s) of the low income unit, including, but not limited to, color and style choices for carpeting and other floor coverings, counter tops, roofing materials, exterior stucco and trim of any type, fixtures, and other decorative items. SECTION 6. Defense and Indemnity. DEVELOPER agrees to indemnify, hold harmless and defend at its sole expense, with counsel reasonably acceptable to CITY, any action brought against it or CITY by the purchaser of the affordable unit for any alleged construction defects or related problems, or any action brought by any party to approve, extend or renew any permit, related actions under CEQA, any subsequent permits to TR Partners 052903 implement/ construct the Project and this Agreement. DEVELOPER further agrees to reimburse CITY for any court costs and /or attorneys' fees which CITY may be required by the court to pay as a result of any such action. CITY may, at its sole discretion, participate in the defense of any such action at CITY's cost, but such participation shall not relieve DEVELOPER of its obligation under this Section. SECTION 7. Waiver. DEVELOPER hereby covenants not to bring any action against CITY to (a) attack, review, set aside, void, or otherwise annul the CITY processing of or action on any approvals needed for the Project or this Agreement, in whole or in part, or (b) recover any compensation or obtain any relief for any injury, damage, loss, or deprivation of any right alleged to have been sustained as a result of CITY's action on any approval needed for the Project or of this Agreement. SECTION 8. Defaults and Remedies. Each of the following shall constitute an "Event of Default" by the DEVELOPER: 8.1 Failure by the DEVELOPER to duly perform, comply with and observe any of the conditions, terms, or covenants of Tentative Tract Map No. 5181 or RPD No. 99-1 or this Agreement, if such failure remains uncured thirty (30) days after written notice of such failure from the CITY to the DEVELOPER in the manner provided herein or, with respect to a default that cannot be cured within thirty (30) days, if the DEVELOPER fails to commence such cure within such thirty (30) day period or thereafter fails to diligently and continuously proceed with such cure to completion; provided, however, that in no event shall the CITY be precluded from exercising remedies if an Event of Default is not cured within ninety (90) days after the first notice of default is given. If a different period or notice requirement is specified under any other section of this Agreement, then the specific provision shall control. 8.1.2 Any representation or warranty contained in this Agreement or in any certificate or report submitted to the CITY by DEVELOPER proves to have been incorrect in any material respect when made. 8.1.3 A court having jurisdiction shall have made or rendered a decree or order (a) adjudging DEVELOPER to be bankrupt or insolvent; (b) approving as properly filed a petition seeking reorganization of DEVELOPER or seeking any arrangement on behalf of DEVELOPER under the bankruptcy law or any 'other applicable debtor's relief law or statute of the ��,rr,q.�Gn l� ✓ �/ rC. Ib TR Partners 052903 4 United States or of any state or other jurisdiction; (c) appointing a receiver, trustee, liquidator, or assignee of the DEVELOPER in bankruptcy or insolvency or for any of its properties; or (d) directing the winding up or liquidation of the DEVELOPER, providing, however, that any such decree or order described in any of the foregoing subsections shall have continued unstayed or undischarged for a period of ninety (90) days. 8.1.4 The DEVELOPER shall have assigned its assets for the benefit of its creditors or suffered a sequestration or attachment or execution on any substantial part of its property, unless the property so assigned, sequestered, attached, or executed upon shall have been returned or released within ninety (90) days after such event (unless a lesser time period is permitted for cure hereunder) or prior to sale pursuant to such sequestration, attachment, or execution. If the DEVELOPER is diligently working to obtain a return or release of the property and the CITY's interests hereunder are not imminently threatened in the CITY's reasonable business judgment, then the CITY shall not declare a default under this subsection. 8.1.5 The DEVELOPER shall have voluntarily suspended its business or dissolved. 8.1.6 Should there occur any default declared by any lender under any loan document or deed of trust relating to any loan made in connection with the Project or property on which Project is to be constructed, which loan is secured by a deed of trust or other instrument of record. 8.2 Liens. DEVELOPER shall pay and promptly discharge when due, at DEVELOPER's cost and expense, all liens, encumbrances and charges upon the Project or the underlying property, or any part thereof or interest therein (except the lien of any mortgage, deed of trust or other recorded instrument securing any construction or permanent financing for the Project), provided that the existence of any mechanic's, laborer's, materialman's, supplier's, or vendor's lien or right thereto shall not constitute a violation of this Section if payment is not yet due under the contract which is the foundation thereof and if such contract does not postpone payment for more than forty -five (45) days after the performance thereof. DEVELOPER shall have the right to contest in good faith the validity of any such lien, encumbrance or charge, provided that within ten days after service of a stop notice or ninety days after recording of a mechanic's lien, DEVELOPER 0 C G 3 TR Partners 052903 5 shall deposit with CITY a bond or other security reasonably satisfactory to CITY in such amounts as CITY shall reasonably require, but no more than the amount required to release the lien under California law and provided further that DEVELOPER shall thereafter diligently proceed to cause such lien, encumbrance or charge to be removed and discharged, and shall, in any event, cause such lien, encumbrance or charge to be removed or discharged not later than sixty (60) days prior to any foreclosure sale. If DEVELOPER shall fail either to remove and discharge any such lien, encumbrance or charge or to deposit security in accordance with the preceding sentence, if applicable, then, in addition to any other right or remedy of CITY, CITY may, but shall not be obligated to, discharge the same, without inquiring into the validity of such lien, encumbrance or charge nor into the existence of any defense or offset thereto, either by paying the amount claimed to be due, or by procuring the discharge of such lien, encumbrance or charge by depositing in a court a bond or the amount or otherwise giving security for such claim, in such manner as is or may be prescribed by law. DEVELOPER shall, immediately upon demand therefor by CITY, pay to CITY an amount equal to all costs and expenses incurred by CITY in connection with the exercise by CITY of the foregoing right to discharge any such lien, encumbrance or charge. To the extent not paid, all costs and expenses paid by the CITY shall be a lien on the Property pursuant to Civil Code Section 2881. 8.3 Costs of Enforcement. If any Event of Default occurs, CITY may employ an attorney or attorneys to protect its rights hereunder. Subject to California Civil Code Section 1717, DEVELOPER promises to pay to CITY, on demand, the fees and expenses of such attorneys and all other costs of enforcing the obligations secured hereby including without limitation, recording fees, receiver's fees and expenses, and all other expenses of whatever kind or nature, incurred by CITY in connec- tion with the enforcement of the obligations secured hereby, whether or not such enforcement includes the filing of a lawsuit. 8.4 Remedies Not Exclusive. CITY shall be entitled to enforce payment and performance of any indebtedness or obligation of DEVELOPER arising under this Agreement and to exercise all rights and powers under this Agreement or any law now or hereafter in force, notwithstanding some or all of the said indebtedness and obligations secured hereby may now or hereafter be otherwise secured, whether by guaranty, mortgage, deed of trust, pledge, lien, assignment or otherwise. Neither TR Partners 052903 E the acceptance of this Agreement nor its enforcement by court action shall prejudice or in any manner affect CITY's right to realize upon or enforce any other security now or hereafter held by CITY, it being agreed that CITY shall be entitled to enforce this Agreement and any other security now or hereafter held by CITY, as applicable, in such order and manner as either may in its absolute discretion determine. No remedy herein conferred upon or reserved to CITY is intended to be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Every power or remedy given by this Agreement to the CITY may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the CITY, and it may pursue inconsistent remedies. 8.5 Enforcement; Specific Performance. The CITY shall have the right to mandamus or other suit, action or proceeding at law or in equity to require the DEVELOPER to perform its obligations and covenants under this Agreement or to enjoin acts or things which may be unlawful or in violation of the provisions hereof. 8.6 Right of Contest. The DEVELOPER shall have the right to contest in good faith any claim, demand, levy, or assessment the assertion of which would constitute an Event of Default hereunder. Any such contest shall be prosecuted diligently and in a manner unprejudicial to the CITY or the rights of the CITY hereunder. 8.7 Action at Law; No Remedy Exclusive. The CITY may take whatever action at law or in equity as may be necessary or desirable to enforce performance and observance of any obligation, agreement or covenant of the DEVELOPER under this Agreement. No remedy herein conferred upon or reserved by the CITY is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law, in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of such right or power, but any such right or power may be exercised from time to time and as often as CITY may deem expedient. In order to entitle the CITY to exercise any remedy reserved to it in this Agreement, it shall not be necessary to give any notice, other than such TR Partners 052903 7 notice as may be herein expressly required or required by law to be given. SECTION 9. Warranty of Authorized Signatories. Each of the signatories hereby warrants and represents that he or she is competent and authorized to execute this Agreement on behalf of the party for whom he or she purports to sign. SECTION 10. Miscellaneous. (a) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns, legal representatives, parent, subsidiary, affiliated and related entities, officers, directors, principals, agents, servants, employees, representatives, and all persons, firms, associations and /or corporations connected with them, including, without limitation, their insurers, sureties and /or attorneys. (b) Attorneys' Fees. In the event that any action, suit or other proceeding is instituted to remedy, prevent or obtain relief from a breach of this Agreement, or arising out of a breach of this Agreement, or contesting the validity or enforceability of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in such action, suit or other proceeding, including any and all appeals or petitions therefrom. (c) Severability. Should any part, term or provision of this Agreement be declared or determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement. (d) Assistance of Counsel. DEVELOPER and CITY acknowledge that: (i) they have been represented by independent counsel in connection with this Agreement; (ii) they have executed this Agreement with the advice of such counsel; and (iii) this Agreement is the result of negotiations between the Parties and the advice and assistance of their respective counsel. Each of the Parties has equally participated in the drafting and preparation of this Agreement, and it is the intention of the Parties that the construction or interpretation of this Agreement shall be made without reference to the Party who drafted any portion or particular provision of this Agreement or the relative size and or bargaining power of the Parties. TR Partners 052903 8 SECTION 11. Moratorium on Development. Nothing in this Agreement shall prevent CITY, whether by the City Council or through the initiative or referendum process, from adopting or imposing a moratorium on the processing and issuance of Subsequent Approvals and building permits and on the finalizing of building permits by means of a final inspection or certificate of occupancy, provided that the moratorium is adopted or imposed (i) on a City -wide basis to all substantially similar types of development projects and properties with similar land use designations and (ii) as a result of a utility shortage or a reasonably foreseeable utility shortage, including without limitation a shortage of water, sewer treatment capacity, electricity or natural gas. SECTION 12. Waiver of Protest Rights. DEVELOPER agrees that any fees and payments for this Project shall be made without reservation, and Developer expressly waives the right to payment of any such fees under protest pursuant to California Government Code Section 66020 and statutes amendatory or supplementary thereto, or any other applicable state or federal law. SECTION 13. Action at Law; No Remedy Exclusive. The CITY may take whatever action at law or in equity as may be necessary or desirable to enforce performance and observance of any obligation, agreement or covenant of the DEVELOPER under this Agreement. No remedy herein conferred upon or reserved by the CITY is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law, in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of such right or power, but any such right or power may be exercised from time to time and as often as CITY may deem expedient. In order to entitle the CITY to exercise any remedy reserved to it in this Agreement, it shall not be necessary to give any notice, other than such notice as may be herein expressly required or required by law to be given. SECTION 14. Notices. All communications which a party desires respecting this Agreement must be in recipient party at its address set fc to this Agreement and must be given commercial messenger or courier) or by TR Partners 052903 notices and other or is required to give writing addressed to the rth beneath its signature personally (including by First Class United States Mail, postage prepaid. Notices shall be deemed to have been effectively given, if given personally, upon receipt (or upon attempted delivery if receipt is refused), and if mailed, three (3) business days following deposit in the United States Mail. A party may change its address for notices only by a notice given in the foregoing manner. SECTION 15. Joint Preparation. This agreement shall be deemed to have been prepared jointly and equally by the Parties, and it shall not be construed against any Party on the ground that the Party prepared the Agreement or caused it to be prepared. SECTION 16. Amendments and Waivers. No term or provision of this Agreement can be amended or waived, either orally or by a course of conduct, but only by an instrument in writing signed by the party against whom enforcement of such amendment or waiver is sought. SECTION 17. Entire Agreement. This Agreement and the Conditions of Approval for this Project constitute the entire agreement and understanding of the parties with respect to its subject matter and they supercede all prior and contemporaneous agreements and understandings of the parties with respect to that subject matter. SECTION 18. Headings and Attachments. The title of this Agreement and the headings of its sections are for convenience of reference only and are not to be referred to in interpreting or construing this Agreement. However, all attachments and exhibits to this Agreement, as well as the Recitals, are a part of this Agreement. SECTION 19. Governing Law and Interpretation. This Agreement is to be governed by and construed in accordance with the laws of the State of California. No term or provision of this Agreement is to be construed against a party by reason of its having drafted the same. This Agreement is made, entered into and executed in Ventura County, California, and any action filed in any court for the interpretation, enforcement or other action arising from any term, covenant or condition herein shall be filed in Ventura County. TR Partners 052903 10 0 C 3 2 AGENCY: MOORPARK REDEVELOPMENT AGENCY MN Chair of the Board Attest: By Agency Secretary CITY: CITY OF MOORPARK In City Manager Attest: By City Clerk City of Moorpark Moorpark Redevelopment Agency Address: 799 Moorpark Avenue Moorpark, California 93021 Telephone: (805) 517 -6215 Fax: (805) 529 -8270 DEVELOPER: TR PARTNERS, A California Limited Liability Corporation WN Patrick Leyden, Manager TR Partners 11158 Lopez Court Moorpark, CA 93021 Telephone: (805) 444 -3129 TR Partners 052903 11 y (� J G 9