HomeMy WebLinkAboutAGENDA REPORT 2019 1204 REG CCSA ITEM 10DCITY OF MOORPARK, CALIFORNIA
City Council Meeting
of December 04, 2019
ACTION Approved staff recommendation.
BY B.Garza.
D. Consider Estoppel Certificate for Vintage Crest Senior Apartments. Staff
Recommendation: Approve Estoppel Certificate for the Vintage Crest Senior
Apartments, and authorize City Manager to sign the Estoppel Certificate subject
to final language approval of the City Manager. (Staff: Jessica Sandifer)
Item: 10.D.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: The Honorable City Council
FROM: Jessica Sandifer, Community Services Manager
BY: Chris Ball, Management Analyst
DATE: 12/04/2019 Regular Meeting
SUBJECT: Consider Estoppel Certificate for Vintage Crest Senior Apartments
BACKGROUND & DISCUSSION
The Vintage Crest Senior Apartments project (Vintage Crest), located at 4700 Park
Lane, was financed in 2002 using multifamily housing revenue bonds. In November
2019, Vintage Crest notified the City that they were in the process of refinancing and
requested that the City sign an Estoppel Certificate (Certificate) to certify that they are
not in default under the terms of any of the various Agreements related to the project
(Regulatory Agreement, Affordable Housing Agreement, PILOT Agreement).
An initial draft of the Certificate was provided by Vintage Crest and forwarded to both
the City Attorney and Bond Counsel for review. Both Bond Counsel and the City
Attorney provided revisions to the Certificate so that it meets the minimum requirements
of the bank without placing any new or undue obligations on the City, or jeopardizing the
terms of the existing Agreements. The final version is typical of what is required by
banks during refinancing, and has been approved by Vintage Crest’s bank counsel.
Staff has confirmed that, based on currently available information, Vintage Crest is not
in default on any of their Agreements. Vintage Crest provides a valuable service to the
City, offering 190 affordable rental units specifically for low and very low income senior
citizens. Staff is requesting that the City Council approve the Certificate and authorize
signature by the City Manager.
FISCAL IMPACT
There is no fiscal impact associated with the issuance of the Estoppel Certificate.
COUNCIL GOAL COMPLIANCE
This action does not support a current strategic directive.
Item: 10.D.
79
Honorable City Council
12/04/2019 Regular Meeting
Page 2
STAFF RECOMMENDATION
Approve Estoppel Certificate for the Vintage Crest Senior Apartments, and authorize
City Manager to sign the Estoppel Certificate subject to final language approval of the
City Manager.
Attachment: Estoppel Certificate
80
ATTACHMENT
ESTOPPEL CERTIFICATE
MUFG UNION BANK, N.A.
Loan Administration Department
145 S. State College Blvd., Ste. 600
Brea, CA 92821
RE: Affordable Housing Agreement, Regulatory Agreement and PILOT Agreement
with the City of Moorpark, a California municipal corporation (“City”).
Vintage Crest Senior Apartments, L.P., a California limited partnership (“Owner”) is the fee
owner of the real property located at 4700-4793 Park Lane and 4722 Park Crest Lane, Moorpark,
California 93021, as more particularly described on Exhibit A attached hereto (the “Property”).
The City and Owner have heretofore entered into (a) that certain Affordable Housing Agreement
by and between the City and Owner, dated July 19, 2004, and recorded on August 12, 2005 in
the Official Records of the County of Ventura (the “Official Records”) as Document No.
20050812-0200019 (the “Affordable Housing Agreement”), (b) that certain Regulatory
Agreement and Declaration of Restrictive Covenants, by and among City, Owner and U.S. Bank
National Association, a national banking association, dated December 1, 2002, and recorded on
December 13, 2002 in the Official Records as Document No. 2002-0316796-00, as amended by
that certain Partial Release from Regulatory Agreement and Declaration of Covenants, by City,
dated September 8, 2004, and recorded on August 12, 2005 in the Official Records as Document
No. 20050812-0200018, and by that certain First Amendment to Regulatory Agreement and
Declaration of Covenants, by and among Owner, City and U.S. Bank National Association, a
national banking association, dated September 3, 2004, and recorded on August 12, 2005 in the
Official Records as Document No. 20050812-0200017 (as so amended, the “Regulatory
Agreement”) and (c) that certain Agreement between City of Moorpark and Vintage Crest Senior
Apartments, L.P. for Payment in Lieu of Taxes, by and between City and Owner, dated May 19,
2004, and recorded August 12, 2005 in the Official Records as Document No. 2005082-0200021
(the “PILOT Agreement”) and together with the Regulatory Agreement and Affordable Housing
Agreement, the “City Restrictions”).
City has been advised by Owner that Owner has applied to MUFG Union Bank, N.A. (“Bank”)
for a loan in the amount of $23,387,000 (the “Loan”) pursuant to that certain Loan Agreement
(Real Estate) (Investor), between Bank and Owner, dated November 1, 2019 (“Loan
Agreement”), which shall be secured by, among other things, that certain Deed of Trust,
Assignment of Rents, Security Agreement and Fixture Filing, by Owner for the benefit of Bank,
encumbering the Property and all improvements now or hereafter situated thereon (the “Deed of
Trust”). Bank is relying upon this Estoppel Certificate in making the Loan.
For purposes of this Estoppel Certificate, to the fullest extent the context so permits, the term
“Bank” shall mean Bank, its successors and assigns and/or the purchaser through or following a
foreclosure sale or transfer in lieu of foreclosure.
With such understanding, City hereby states, declares, represents and certifies to the Bank, that
as of the date hereof:
/014742-1286 a11/26/19
81
1.The City Restrictions and the other documents attached as exhibits to the City
Restrictions, have been duly authorized, executed and delivered by City and, assuming that they
are legal, valid and binding agreements of the Owner, they are in full force and effect. The City
Restrictions constitute the entire agreement between City and Owner pertaining to the Property
(including, without limitation, all amendments, modifications, and assignments) and there are no
other agreements, whether oral or written, between Owner and City concerning the Property.
2.As of the date set forth above, to the current actual knowledge of the officer of the City
executing this Estoppel Certificate, after inquiry of City staff directly involved with the
administration of the City Restrictions, (a) the City does not have a claim or counterclaim against
Owner under any of the City Restrictions and (b) no default or any event or condition which,
with the passage of time or the giving of notice, or both, would constitute a default on the part of
the City or Owner exists under any of the City Restrictions in the performance of the terms,
covenants and conditions of the City Restrictions required to be performed on the part of the City
or Owner.
3.As of the date set forth above, (a) the minimum limits on Owner’s required
comprehensive general liability insurance pursuant to Section 5.22.1(a) of the Affordable
Housing Agreement is $2,425,815; and (b) the minimum limits on Owner’s required
comprehensive automobile liability insurance pursuant to Section 5.22.1(b) of the Affordable
Housing Agreement is $2,425,815.
4.To the extent such consent is required under any City Restrictions, City hereb y consents
to the Deed of Trust. In addition to, and without limitation of the foregoing, City agrees that any
transfer pursuant to enforcement of Bank’s remedies under the Loan, including a foreclosure or
transfer in lieu of foreclosure, shall not be subject to City’s prior written approval under the City
Restrictions, including, without limitation, Section 5.15 of the Affordable Housing Agreement.
5.City agrees that by acceptance of this Estoppel Certificate and/or by acceptance of the
Deed of Trust, Bank has not become liable under the terms of the City Restrictions. Owner and
City agree that Bank shall be so liable only if Bank acquires ownership of the Property and then
only for defaults arising during such period of time as Bank is the owner of the Property.
6.City represents that: (a) the persons executing this Estoppel Certificate are duly
authorized to execute and deliver the same on behalf of City, and (b) City has taken such formal
action of its governing body as may be required by law to bind City, if any, and that City is
formally bound to the provisions of this Estoppel Certificate.
7.This Estoppel Certificate constitutes, as against City and for the benefit of Bank and its
successors and assigns, an estoppel as to the information contained herein and a waiver of any
right of City to disaffirm or contest the accuracy of such information; provided, however, that,
notwithstanding such estoppel neither the City nor the officer executing this Estoppel Certificate
on behalf of the City shall not be personally liable for damages for any inaccuracy contained
herein.
[Signature Page Follows]
/014742-1286. -2- 82
IN WITNESS WHEREOF, City has executed this Estoppel Certificate as of
_____________________________, 2019.
CITY OF MOORPARK
By:
Name:
Title:
APPROVED AS TO FORM
By:
Name: Kevin Ennis
Title: City Attorney
ATTEST
By:
Name: Ky Spangler
Title: City Clerk
/014742-1286 -3- 83
EXHIBIT A
DESCRIPTION OF PROPERTY
The land referred to herein below is situated in the City of Moorpark, County of Ventura, State
of California, and is described as follows:
PARCEL 1, AS SHOWN ON LOT LINE ADJUSTMENT NO. 2002-05, AS EVIDENCED BY
DOCUMENT RECORDED OCTOBER 24, 2002 AS INSTRUMENT NO. 2002-0259095-00
OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
A PORTION OF LOT "L" OF TRACT L" OF THE RANCHO SIMI, COUNTY OF
VENTURA, STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 5, PAGE 5 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY AND PARCEL
B OF PARCEL MAP NO. 5316, IN THE CITY OF MOORPARK, COUNTY OF VENTURA,
STATE OF CALIFORNIA AS PER THAT PARCEL MAP RECORDED IN BOOK 60, PAGES
87-90 OF PARCEL MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, DESCRIBED
AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF THAT LAND CONVEYED TO W. O.
REDDEN AND WIFE, RECORDED JULY 3, 1952, IN BOOK 1075, PAGE 191 OF
OFFICIAL RECORDS OF SAID COUNTY, SAID POINT BEING DISTANT SOUTH 0° 03'
EAST, 1425.27 FEET FROM THE CENTER OF LOS ANGELES AVENUE, 60.00 FEET
WIDE, SAID POINT ALSO BEING THE SOUTHWEST CORNER OF SAID PARCEL B OF
SAID PARCEL MAP 5316 AND IN THE SOUTHERLY LINE OF THAT LAND CONVEYED
TO JOHN A. KING AND WIFE BY DEED RECORDED IN BOOK 754, PAGE 451 OF
OFFICIAL RECORDS OF SAID COUNTY; THENCE, ALONG SAID SOUTHERLY LINE
OF SAID LAND OF KING
1ST: NORTH 66° 00' 24" WEST, 273.75 FEET TO THE SOUTHWEST CORNER OF SAID
LAND OF KING; THENCE, ALONG THE WEST LINE OF KING
2ND: NORTH 0° 03' 00" WEST, 698.71 FEET; THENCE
3RD: EAST, 250.00 FEET TO A POINT IN THE NORTHERLY PROLONGATION OF THE
WEST LINE OF SAID PARCEL B; THENCE, ALONG SAID WESTERLY PARCEL LINE
PROLONGATION
4TH: SOUTH 00° 03' 00" EAST, 2.13 FEET TO THE NORTHWEST CORNER OF SAID
PARCEL B; THENCE, ALONG THE NORTHERLY, EASTERLY, AND SOUTHERLY
LINES OF SAID PARCEL THE FOLLOWING SIX COURSES
5TH: NORTH 89° 57' 00" EAST, 51.96 FEET; THENCE
6TH: NORTH 00° 03' 00" WEST, 20.00 FEET; THENCE
7TH: NORTH 44° 40' 33" EAST, 32.94 FEET; THENCE
8TH: NORTH 90° 00' 00" EAST, 174.86 FEET TO THE NORTHEAST CORNER OF SAID
/014742-1286 -4- 84
PARCEL B;
9TH: SOUTH 00° 03' 00" EAST, 962.67 FEET TO THE SOUTHEAST CORNER OF SAID
PARCEL; THENCE
10TH: NORTH 66° 00' 24" WEST, 273.75 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM PORTION OF THE PROPERTY CONVEYED TO VENTURA
COUNTY WATERSHED PROTECTION DISTRICT THROUGH GRANT DEED
RECORDED JULY 30, 2004 AS INSTRUMENT NO. 20040730-0210228 OF OFFICIAL
RECORDS.
APN: 506-0-050-590
/014742-1286 -5- 85