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HomeMy WebLinkAboutAGENDA REPORT 2020 1202 CCSA REG ITEM 10CCITY OF MOORPARK, 
CALIFORNIA City Council Meeting of December 2, 2020 ACTION Pulled from the Agenda for Future Consideration. BY B.Garza. C. (SUCCESSOR AGENCY) Consider Resolution Approving Exclusive Negotiating Agreement with Tom Lindstrom RV, Inc. for 500 Los Angeles Avenue (APN 506- 0-050-080). Staff Recommendation: Adopt Resolution No. SA-2020- ___, approving Exclusive Negotiating Agreement with Tom Lindstrom RV, Inc., subject to final language approval of the Executive Director, and authorize Executive Director to execute the agreement. (Staff: Jessica Sandifer) Item: 10.C. SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK AGENDA REPORT TO: Honorable Successor Agency Members FROM: Jessica Sandifer, Community Services Manager DATE: 12/02/2020 Regular Meeting SUBJECT: Consider Resolution Approving Exclusive Negotiating Agreement with Tom Lindstrom RV, Inc. for 500 Los Angeles Avenue (APN 5 06- 0-050-080) BACKGROUND On April 16, 2009, the Redevelopment Agency of the City of Moorpark (“Agency”) acquired the property at 500 Los Angeles Avenue for future redevelopment. While the Agency was looking for interested development partners, it began renting the site to Tom Lindstrom RV, Inc. (Lindstrom) for outdoor sales of recreational vehicles in 2011. Lindstrom had expressed interest in purchasing the property himself. However, prior to any deal points being negotiated, the Agency was dissolved pursuant to AB X1 26 (”Dissolution Act”), as upheld and modified by the Supreme Court in California Redevelopment Association, et al. v. Ana Matosantos, et al. (53 Cal.4th 231(2011)). As part of the dissolution process, the City of Moorpark elected to become the Successor Agency of the Redevelopment Agency of the City of Moorpark (Successor Agency). The Successor Agency was required by the Dissolution Act to prepare a Long Range Property Management Plan (“LRPMP”) addressing the disposition of real properties acquired by the former Redevelopment Agency. The LRPMP provides that the Property identified in the LRPMP as Property No. 1, APN 506-0-050-080 (500 Los Angeles Avenue) will be retained by the City of Moorpark (“City”), provided that the City pays compensation to the taxing entities. Subsequent to California Department of Finance approval of the LRPMP, it was determined that the 500 Los Angeles Avenue property was purchased with the Agency’s 2006 Tax Allocation Bond (TAB) proceeds. The bond funded status of the property does not allow the City to purchase the property and requires that any proceeds of the sale be returned to the Bond fund or treated in accordance with the Bond covenants. Item: 10.C. 77 Honorable City Council 12/02/2020 Regular Meeting Page 2 DISCUSSION In 2018, the City’s Oversight Board was dissolved and the Ventura County Consolidated Oversight Board (VCCOB) was established. The VCCOB functions as Oversight Board for all the County Successor Agencies. Under the Dissolution Act, Successor Agencies are required to dispose of the properties on the LRPMP.. In August of 2020, Kosmont Real Estate was hired to assist with disposition of the Successor Agency and Successor Housing Agency properties. In September 2020, Kosmont began having discussions with Lindstrom to determine if he was still interested in purchasing the property. Lindstrom has indicated that they are still interested in purchasing the property and has submitted an offer to the Successor Agency. In order to conduct negotiations, the Successor Agency has agreed to not consider any other development proposals or conduct negotiations with any other parties while Lindstrom performs their research, conceptual site planning, and due-diligence for the purchase. Staff has prepared an Exclusive Negotiating Agreement (ENA) with Lindstrom with a 12-month term. The ENA provides a period of exclusivity during which the steps of site planning, property negotiation, and environmental review can be undertaken. The ENA also sets forth time periods for key milestones and a framework for reimbursement of Agency costs. At the conclusion of the ENA period, if all deliverables meet with Successor Agency approval, staff would be authorized to negotiate a Disposition and Development Agreement for the property. FISCAL IMPACT There is no fiscal impact from signing the ENA. The ENA provides that all Agency costs associated with the ENA period would be reimbursed by Lindstrom. ENVIRONMENTAL DETERMINATION The ENA is not subject to the California Environmental Quality Act (“CEQA”) because it is a preliminary agreement that meets the criteria of CEQA Guidelines Section 15004(b)(4), which requires that the ENA: (A) Condition the agreement on compliance with CEQA, (B) Not bind any party, or commit to any definite course of action prior to CEQA compliance, (C) Not restrict the lead agency from considering any feasible mitigation measures and alternatives, including the not project alternative, and (D) Not restrict the lead agency from denying the project; however, as described in the ENA, the actual agreement, if any, that results from negotiations under the ENA shall be subject to CEQA and may not be approved unless/until appropriate findings are made under CEQA and CEQA is otherwise complied with. COUNCIL GOAL COMPLIANCE This action is consistent with City Council Strategy 1, Goal 3, Objective 1 (1.3.1): “Dispose of applicable former Moorpark Redevelopment Agency owned properties.” 78 Honorable City Council 12/02/2020 Regular Meeting Page 3 STAFF RECOMMENDATION Adopt Resolution No. SA-2020-___ approving Exclusive Negotiating Agreement with Tom Lindstrom RV, Inc., subject to final language approval of the Executive Director, and authorize Executive Director to execute the agreement. Attachment: Draft Resolution No. SA-2020-____ approving Exclusive Negotiating Agreement 79 RESOLUTION NO. SA-2020-_____ A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK APPROVING AN EXCLUSIVE NEGOTIATING AGREEMENT FOR A PROPERTY AT 500 LOS ANGELES AVENUE AND TAKING RELATED ACTIONS WHEREAS, pursuant to AB X1 26 (enacted in June 2011), and the California Supreme Court’s decision in California Redevelopment Association, et al. v. Ana Matosantos, et al., 53 Cal. 4th 231 (2011), the Redevelopment Agency of the City of Moorpark (the “Former Agency”) was dissolved as of February 1, 2012, and the Successor Agency was established as the successor entity to the Former Agency; and WHEREAS, AB X1 26 added Part 1.8 (commencing with Section 34161) and Part 1.85 (commencing with Section 34170) to Division 24 of the Health and Safety Code (“HSC”); and such Parts 1.8 and 1.85, together with any amendments and supplements thereto enacted from time to time, are collectively referred to herein as the “Dissolution Act”; and WHEREAS, pursuant to the Dissolution Act, the Successor Agency is tasked with winding down the affairs of the Former Agency; and WHEREAS, pursuant to HSC Section 34175(b), all real properties of the Former Agency transferred to the control of the Successor Agency by operation of law; and WHEREAS, one of the properties transferred to the Successor Agency is located at 500 Los Angeles Avenue (the “Los Angeles Avenue Property”); and WHEREAS, the Los Angeles Avenue Property has been under lease to Tom Lindstrom RV Sales, Inc. (the “Dealership”) for use as a recreation vehicle dealership; and WHEREAS, there has been presented to the Successor Agency a preliminary proposal for the owners of the Dealership, Thomas H. Lindstrom and Sarah K. Lindstrom, Revocable Trust (the “Lindstrom Trust”), to purchase the Los Angeles Avenue Property; and WHEREAS, there has been presented to this Board an Exclusive Negotiating Agreement (the “Exclusive Negotiating Agreement”) by and between the Lindstrom Trust and the Successor Agency regarding the sale of the Los Angeles Avenue Property. NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: ATTACHMENT 80 Resolution No. SA-2020-____ Page 2 SECTION 1: The above recitals are true and correct and are a substantive part of this Resolution. SECTION 2: The Exclusive Negotiating Agreement, in the form attached hereto as Exhibit A, is hereby approved. Each of the Chair of this Board, the Vice Chair of this Board and the Executive Director of the Successor Agency (each, an “Authorized Officer”), individually, is hereby authorized to execute and deliver, for and in the name of the Successor Agency, the Exclusive Negotiating Agreement in substantially such form, with changes therein as the Authorized Officer may approve (such approval to be conclusively evidenced by the execution and delivery thereof). SECTION 3: The Exclusive Negotiating Agreement is not subject to the California Environmental Quality Act (“CEQA”) because it is a preliminary agreement that meets the criteria of CEQA Guidelines Section 15004(b)(4), which requires that the Exclusive Negotiating Agreement: (A) condition the agreement on compliance with CEQA, (B) not bind any party, or commit to any definite course of action prior to CEQA compliance, (C) not restrict the lead agency from considering any feasible mitigation measures and alternatives, including the not project alternative, and (D) not restrict the lead agency from denying the project; however, as described in the Exclusive Negotiating Agreement, the actual agreement, if any, that results from negotiations under the Exclusive Negotiating Agreement shall be subject to CEQA and may not be approved unless/until appropriate findings are made under CEQA and CEQA is otherwise complied with. SECTION 4: The Authorized Officers and all other officers of the Successor Agency are hereby authorized, jointly and severally, to execute and deliver any and all necessary documents and instruments and to do all things which they may deem necessary or proper to effectuate the purposes of this Resolution and the Exclusive Negotiating Agreement. PASSED AND ADOPTED this 2nd day of December, 2020. ____________________________________ Janice S. Parvin, Chair ATTEST: ____________________________ Ky Spangler, Secretary Attachment: Exhibit A – Exclusive Negotiating Agreement 81 Resolution No. SA-2020-____ Page 3 EXHIBIT A EXCLUSIVE NEGOTIATING AGREEMENT between Thomas H. Lindstrom and Sarah K. Lindstrom, Revocable Trust, and the Successor Agency of the Redevelopment Agency of the City of Moorpark (substantial final form) (see attached) 82 -1- 12853-0001\2110421v1.doc EXCLUSIVE NEGOTIATING AGREEMENT This EXCLUSIVE NEGOTIATING AGREEMENT (“ENA”) is dated as of , 2020, and is entered into by and between the SUCCESSOR AGENCY TO THE MOORPARK REDEVELOPMENT AGENCY, a California Successor Agency created and existing pursuant to California Health and Safety Code Section 34170 et seq. (the “Successor Agency” or “Seller”), and Thomas H. Lindstrom and Sarah K. Lindstrom, Revocable Trust (the “Buyer”). The Successor Agency and the Buyer are sometimes individually referred to herein as a “Party” and are sometimes collectively referred to herein as the “Parties.” R E C I T A L S A. The Successor Agency owns certain real property generally located at 500 Los Angeles Avenue in the City of Moorpark, California (APN: 506-0-050-080) and that is more specifically described in the legal description attached to this ENA as Exhibit “A” (the “Property”). B. The Successor Agency and the Buyer desire that Buyer, as current lessee on the Property, to continue to operate its commercial recreational vehicle (“RV”) business (“Business”) thereby providing economic and employment opportunities on and around the Property as further described on Exhibit “B” on the Property (the “Project”). C. Buyer intends to incur costs analyzing the Property, as may be appropriate, and Successor Agency intends to incur significant costs in negotiating and preparing one or more of a purchase and sale agreement, development agreement (DA), disposition and development agreement (DDA), or other agreement(s) effecting conveyance of ownership for the Property (each and collectively, a “Conveyance Instrument”). Buyer and Successor Agency have mutually agreed to negotiate with Buyer on an exclusive basis to establish the terms and conditions of the Conveyance Instrument. D. It is anticipated that during the term of this ENA, Successor Agency staff and consultants and attorneys of the Successor Agency will devote substantial time and effort in meeting with Buyer and its representatives and consultants, reviewing proposals, plans and reports, negotiating and preparing a Conveyance Instrument, obtaining consultant advice and reports (including obtaining an appraisal to substantiate fair market value of the Property), and to the extent necessary, further complying with the California Environmental Quality Act (“CEQA”). NOW, THEREFORE, the Parties hereto agree as follows: 1. The term of this ENA shall commence on the date hereof and shall end on the earlier of: (i) the date that is twelve (12) months after the date of this ENA, as may be extended by the Successor Agency in a separate action or (ii) the date on which the Successor Agency or Buyer terminates this ENA as provided in Section 2 below (in either case, the “ENA Period”). 2. The Successor Agency may terminate this ENA if Buyer should fail to comply with or perform any provisions of this ENA and such failure is not cured within ten (10) EXHIBIT A Resolution No. SA-2020-____ Page 4 83 -2- 12853-0001\2110421v1.doc days after written notice from the Executive Director of the Successor Agency (the “Executive Director”) to Buyer, or if reasonable progress is not being made in negotiations hereunder as determined by the Executive Director in good faith. Buyer may terminate this ENA by written notice to Successor Agency if the Buyer determines, in its sole discretion, that it does not wish to pursue the acquisition of the Property. 3. During the ENA Period (as extended under Section 1 above, if applicable), the Successor Agency shall not negotiate with any person or entity other than the Buyer for the sale, lease, or development of the Property. 4. The Project must include the features/elements described on Exhibit “B” attached hereto. Buyer shall deliver the materials and information identified on Attachment No. 1 attached hereto to the Successor Agency within the times set forth on Attachment No. 1. Within ten (10) days after each calendar month during the ENA Period (as extended under Section 1 above, if applicable), Buyer shall provide a written report to the Successor Agency describing in reasonable detail Buyer’s activities with respect to the Project during such calendar month. 5. During the ENA Period, the Successor Agency shall use good faith efforts to complete (or cause to be completed) the tasks set forth in Attachment No. 2 attached hereto. 6. Buyer shall reimburse the Successor Agency for its actual out-of-pocket costs and expenses (including legal fees and consultants costs) incurred in preparing this ENA and fulfilling its obligations under this ENA, including, but not limited to: (i) the costs of negotiating and preparing a Conveyance Instrument; and (ii) the costs of appraisals, economic consultants and the like used by Successor Agency to evaluate the Project, proposed transaction terms, and/or DDA (collectively, the “Reimbursable Costs”). Concurrently with its execution of this ENA, Buyer shall deposit with the Successor Agency the sum of Five Thousand and No/100 Dollars ($5,000.00) (the “Reimbursement Funds”). The Reimbursement Funds may be used and applied from time to time by the Successor Agency to pay or reimburse itself for Reimbursable Costs not otherwise paid or reimbursed by Buyer. Buyer shall deposit with the Successor Agency funds sufficient to replenish the Reimbursement Funds held by the Successor Agency within ten (10) days after written demand by the Executive Director. The Successor Agency shall provide Buyer with a monthly accounting identifying in reasonable detail the Reimbursable Costs to which Reimbursement Funds have been applied. Any Reimbursement Funds not applied shall be delivered to the Buyer (along with a final accounting of the Successor Agency’s application of the Reimbursement Funds) within thirty (30) business days after the earlier of: (i) the execution of the Conveyance Instrument by the Parties, or (ii) the expiration or earlier termination of this ENA. The provisions of this Section shall survive the expiration or earlier termination of this ENA, to the extent that the Successor Agency has incurred actual Reimbursable Costs for which there are insufficient Reimbursement Funds then on deposit with the Successor Agency, and provided that the Successor Agency shall not enter into any further agreements or incur any further costs for which Buyer is responsible subsequent to termination or expiration of this ENA. Notwithstanding anything to the contrary in this ENA, express or implied, the Successor Agency shall have the right in its sole and absolute discretion to cease evaluation of submittals relating to the Project, stop any other staff work and/or work of its consultants and stop negotiating or discussing the Project or Conveyance Instrument, in the event Resolution No. SA-2020-____ Page 5 84 -3- 12853-0001\2110421v1.doc that the Executive Director determines that the sums then on deposit with Successor Agency are not clearly sufficient to pay for all of the projected/established Reimbursable Costs projected/estimated in good faith by the Executive Director. 7. Buyer understands and acknowledges that if negotiations culminate in a Conveyance Instrument, the Conveyance Instrument will be effective only after, and if, the Conveyance Instrument has been considered and approved by Successor Agency/City and the City Council/Successor Agency Board after public hearing thereon as required by applicable laws. Successor Agency’s/City's approval of any Conveyance Instrument will require compliance with any environmental analysis requirements under CEQA. 8. A Conveyance Instrument executed by the Successor Agency is contingent upon approval by the Ventura County Consolidated Oversight Board (the "OB") and the California Department of Finance (the “DOF”), as may be required, which will be a condition precedent to the consummation of the transaction in the Conveyance Instrument. The Successor Agency shall use its best efforts to obtain OB and DOF approval. If OB and DOF approval is not obtained, Successor Agency and Buyer shall negotiate in good faith to modify the Conveyance Instrument for a period of sixty (60) days after receipt of notice of disapproval to attempt to reach an agreement that will be satisfactory to Successor Agency, Buyer, OB, and DOF. 9. Buyer will acquire the Property in fee interest at a purchase price subject to confirmation by a fair market value appraisal to be performed during the term of this ENA by an appraiser selected by the Successor Agency. The purchase price may be subject to adjustment, subject to Successor Agency’s approval, commensurate with the amount of any documented and verified costs required to address the presence of any contamination or other conditions at the Property that may be found as part of the Buyer’s due diligence. Buyer acknowledges that the Purchase Price or adjustment thereof shall be subject to OB and DOF approval, as may be required. 10. The parties acknowledge that the Conveyance Instrument will include a provision(s) requiring Buyer to enter into an operating covenant in order to continuously operate its Business for a specific period of time, the overall terms of which will be negotiated between Buyer and Successor Agency during the term of this ENA. 11. The Successor Agency and Buyer acknowledge that all applicable requirements of CEQA must be met, as may be required, to approve Project entitlements and enter into the Conveyance Instrument, and that this may require reports and/or analyses for CEQA purposes (collectively, the “CEQA Documents”). Buyer will, at its cost, fully cooperate with the City of Moorpark (“City”) in the City’s preparation of any CEQA Documents as may be required. 12. Buyer shall bear all costs and expenses of any and all title, environmental, physical, engineering, financial, and feasibility investigations, reports and analyses and other analyses or activities performed by or for Buyer. During the ENA Period, the Successor Agency shall deliver to Buyer complete copies of any and all material non-privileged reports and other Resolution No. SA-2020-____ Page 6 85 -4- 12853-0001\2110421v1.doc material non-privileged documents pertaining to the Property which are in Successor Agency’s possession, at no cost to Buyer other than the actual cost (if any) of duplicating such documents. 13. The Buyer and the Successor Agency understand and agree that neither Party is under any obligation whatsoever to enter into a Conveyance Instrument, and that notwithstanding its approval of this ENA, the Successor Agency shall have the right to disapprove any proposed Conveyance Instrument in its sole and absolute discretion, and in that regard, Buyer hereby expressly agrees that the Successor Agency shall not be bound by any implied covenant of good faith and fair dealing in connection with such approval or disapproval of any proposed Conveyance Instrument. In the event of the expiration or earlier termination of this ENA, the Successor Agency shall be free to negotiate with any persons or entities with respect to the Property. No consents, approvals, comments or discussions by staff shall diminish, affect or waive: (i) rights of the City to later impose conditions and requirements under CEQA; (ii) the right of the Successor Agency not to approve the Conveyance Instrument; or (iii) the Successor Agency’s other governmental rights, powers and obligations. 14. Buyer shall indemnify, defend, and hold the Successor Agency and the Successor Agency’s respective officers, directors, members, employees, agents, contractors and affiliated entities harmless from any and all claims, liabilities, damages, costs and expenses relating to or arising out of this ENA or Buyer’s failure to perform any obligation of Buyer under this ENA, or any challenges to this ENA. Buyer’s obligations under the preceding sentence shall survive the expiration or earlier termination of this ENA. 15. Buyer represents and warrants that its undertakings pursuant to this ENA are for the purpose of operation of the Property as a commercial recreational vehicle (“RV”) dealership and not for speculation in land, and Buyer recognizes that, in view of the importance of the operation of the Property to the general welfare of the community and local economic base, the qualifications and identity of Buyer is of particular concern to Successor Agency; therefore, this ENA may not be assigned by Buyer without the prior express written consent of the Executive Director in his or her sole and absolute discretion. However, the Successor Agency acknowledges that Buyer may form a new entity to be the Buyer entity that will be party to the potential Conveyance Instrument, provided that such new entity assumes all of the obligations of the Buyer under the Conveyance Instrument in a writing reasonably satisfactory to the Successor Agency, and further is Controlled by or under common Control with the Buyer. For purposes of this ENA, “Control” or “Controlled” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether by ownership of equity interests, by contract, or otherwise. 16. Successor Agency represents it has engaged Kosmont Real Estate Services, by separate agreement, in connection with the potential sale of the Property and the transaction contemplated hereunder. Developer agrees to hold City harmless from any claim by any other broker, agent, or finder retained by Developer in connection with said transaction as shall be set forth more fully in the Conveyance Instrument and assuming the transaction contemplated thereunder closes escrow, Successor Agency shall pay all commissions/charges due Kosmont Real Estate Services under said separate agreement. Developer's indemnification obligations shall survive the termination or expiration of this ENA for a period of five (5) years from the Effective Date. Resolution No. SA-2020-____ Page 7 86 -5- 12853-0001\2110421v1.doc 17. Any notice, request, approval or other communication to be provided by one Party to the other shall be in writing and provided by certified mail, return receipt requested, or a reputable overnight delivery service (such as Federal Express) and addressed as follows: If to the Buyer: Thomas H. Lindstrom and Sarah K. Lindstrom, Revocable Trust TO BE INSERTED Attn: Thomas H. Lindstrom If to the Successor Agency: Moorpark Successor Agency 799 Moorpark Avenue Moorpark, California 93021 Attn: Executive Director Notices shall be deemed delivered: (i) if sent by certified mail, then upon the date of delivery or attempted delivery shown on the return receipt; or (ii) if delivered by overnight delivery service, then one (1) business day after delivery to the service as shown by records of the service. 18. This ENA constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof. There are no agreements or understandings between the Parties and no representations by either Party to the other as an inducement to enter into this ENA, except as may be expressly set forth herein, and any and all prior discussions and negotiations between the Parties are superseded by this ENA. 19. This ENA may not be altered, amended or modified except by a writing duly authorized and executed by all Parties. 20. No provision of this ENA may be waived except by an express written waiver duly authorized and executed by the waiving Party. 21. If any Party should bring any legal action or proceeding relating to this ENA or to enforce any provision hereof, or if the Parties agree to arbitration or mediation relating to this ENA, the Party in whose favor a judgment or decision is rendered shall be entitled to recover reasonable attorneys’ fees and expenses from the other. The Parties agree that any legal action or proceeding or agreed-upon arbitration or mediation shall be filed in and shall occur in the County of Ventura. 22. The interpretation and enforcement of this ENA shall be governed by the laws of the State of California. 23. Time is of the essence of each and every provision hereof in which time is a factor. Resolution No. SA-2020-____ Page 8 87 -6- 12853-0001\2110421v1.doc 24. This ENA may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same ENA. 25. Executed counterparts of this ENA may be delivered electronically by email to: jsandifer@moorparkca.gov (for the Successor Agency), and tomlindstromrv@gmail.com (for the Buyer). IN WITNESS WHEREOF, the Parties hereto have executed this ENA as of the day and year first written above. OWNER: MOORPARK SUCCESSOR AGENCY By: Troy Brown, Executive Director BUYER: Thomas H. Lindstrom and Sarah K. Lindstrom, Revocable Trust By: Print Name: Thomas H. Lindstrom Title: n/a Attest: Ky Spangler, Agency Secretary Resolution No. SA-2020-____ Page 9 88 Exhibit “A” Page 1 of 1 12853-0001\2110421v1.doc EXHIBIT “A” DESCRIPTION OF PROPERTY All that certain real property situated in the County of Ventura, State of California, described as follows: That portion of Lot 45 as per map entitled “Map of Fremont, a Subdivision of Lot ‘L’ of the Rancho Simi, Ventura Co., Cal.” Recorded in Book 3, page 39 of Maps and a part of Lot ‘L’ as per map entitled “Map of a part of Tract ‘L’ of the Rancho Simi, Ventura County, California”, recorded in Book 5, page 5, of Maps, together as a whole, as acquired by the State of California in deed (State Parcel No. 2) recorded July 18, 1942 in Book 660, page 24 of Official Records, all in the office of the County Recorder of said county, described as follows: BEGINNING at a point in the center line of Los Angeles Avenue, 60 feet wide, distant thereon 225.00 feet Easterly from the intersection thereof with the Northerly prolongation of the Westerly line of said Lot 45; THENCE Southerly at right angles to said centerline, a distance of 441.00 feet; THENCE Westerly at right angles to last described course, a distance of 210.00 feet; THENCE Northerly at right angles to last described course, a distance of 441.00 feet to the POINT OF BEGINNING. Assessor’s Parcel No: 506-0-050-080 APN MAP ATTACHED Resolution No. SA-2020-____ Page 10 89 Exhibit “B” Page 1 of 3 12853-0001\2110421v1.doc EXHIBIT "B" REQUIRED PROJECT FEATURES/ELEMENTS [TO BE DETERMINED PRIOR TO SIGNING] Resolution No. SA-2020-____ Page 11 90 Exhibit “B” Page 2 of 3 12853-0001\2110421v1.doc ATTACHMENT NO. 1 SPECIFIC BUYER TASKS [TO BE FINALIZED PRIOR TO SIGNING] All timelines stated below begin after execution of the ENA 1. Within ninety (90) days, Buyer shall conduct due diligence to approve, in its sole discretion, the feasibility of acquiring the property by: (i) reviewing the exceptions, legal descriptions and other matters contained in the preliminary title report prepared by Title Company; (ii) conducting or reviewing such surveys, investigations, studies, and inspections and making or reviewing such geologic, environmental and soils tests and other studies of the Property; (iii) reviewing all other applicable due diligence materials respecting the Property as may be available. Buyer shall promptly deliver copies to the Successor Agency of any due diligence studies, reports, and/or other material prepared when received. 2. Within ninety (90) days, Buyer shall deliver to the Successor Agency for Successor Agency staff review and approval, proof of funds for the purpose of documenting, to Successor Agency’s/City's reasonable satisfaction, evidence of Buyer's financial capacity to proceed with the contemplated transaction. 3. Within one-hundred twenty (120) days, Buyer shall determine the required improvements to the Property and cost necessary to obtain consistency with the Moorpark General Plan and Zoning Code. 4. By the end of the ENA term, Buyer shall deliver to the Successor Agency a proposed timetable for final completion of the proposed improvements necessary to obtain consistency with the Moorpark General Plan and Zoning Code. 5. City/Successor Agency reserves the right to and may reasonably request any additional documentation, including additional reports, studies, analyses and other information, from Buyer in order to negotiate the Conveyance Instrument as contemplated hereunder. Upon receiving such a request, Buyer shall provide such additional documentation to City/Successor Agency pursuant to a mutually agreed upon deadline. Resolution No. SA-2020-____ Page 12 91 Exhibit “B” Page 3 of 3 12853-0001\2110421v1.doc ATTACHMENT NO. 2 SPECIFIC SUCCESSOR AGENCY TASKS All timelines stated below begin after execution of the ENA 1. Within thirty (30) days, Successor Agency shall provide to Buyer copies of all currently existing plans, studies and other written information regarding the Property in its possession, to the extent not previously delivered to Buyer and to the extent material to the Project and not subject to any attorney-client or attorney work product privilege or other privilege. 2. Successor Agency shall obtain a fair market value appraisal for the Property. 3. Successor Agency shall provide initial drafts of the Conveyance Instrument and related documents to Buyer and shall thereafter revise them to the extent reasonably permitted by the negotiations. 4. Successor Agency shall obtain and review a preliminary report for the Property from a title company selected by the Successor Agency. Resolution No. SA-2020-____ Page 13 92