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HomeMy WebLinkAboutRES SA 2020 21 2020 1216 RESOLUTION NO. SA-2020-21 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 ON PRINCETON 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 on Princeton Avenue (APNs 513-0-024-105 & -135) (the "Princeton Avenue Property"); and WHEREAS, there has been presented to the Successor Agency a preliminary proposal for Quail Capital Investments, LLC, to purchase the Princeton Avenue Properties; and WHEREAS, there hae been presented to this Board an Exclusive Negotiating Agreement (the "Exclusive Negotiating Agreement") by and between Quail Capital Investments, LLC and the Successor Agency regarding the sale of the Princeton 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: SECTION 1. The above recitals are true and correct and are a substantive part of this Resolution. Resolution No. SA-2020-21 Page 2 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 16th day of December, 2020. 16-t-:LU 7)4q(A4/;-1/1 Jan' a S. Parvin, Chair ATTEST: PWIPP*�c o� �iZ KzcloGt/Kg1,--- ofrOftege44 Ky Spgler, S #etary i -"G. 'w% A,/ OgQT�Q JV�` w Attachment: Exhibit A— Exclusive Negotiating Agreement Resolution No. SA-2020-21 Page 3 EXHIBIT A EXCLUSIVE NEGOTIATING AGREEMENT between Quail Capital Investments, LLC, and the Successor Agency of the Redevelopment Agency of the City of Moorpark (substantial final form) (see attached) Resolution No. SA-2020-21 Page 4 EXCLUSIVE NEGOTIATING AGREEMENT This EXCLUSIVE NEGOTIATING AGREEMENT("ENA") is dated as of December 221 , 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 Quail Capital Investments, LLC, a Delaware limited liability company (the "Developer"). The Successor Agency and Developer are sometimes individually referred to herein as a"Party" and are sometimes collectively referred to herein as the"Parties." RECITALS A. The Successor Agency owns certain real property generally located at Princeton Avenue in the City of Moorpark, California (APNs: 513-0-024-105, 513-0-024-135) 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 Developer desire that Developer construct and operate the proposed project as described on Exhibit"B" on the Property (the "Project"). C. Developer intends to incur significant costs analyzing the Property and designing the proposed Project, 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"). Developer and Successor Agency have mutually agreed to negotiate 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 Developer 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 up to an additional 6 months or (ii) the date on which the Successor Agency or Developer terminates this ENA as provided in Section 2 below (in either case, the "ENA Period"). 2. The Successor Agency may terminate this ENA if Developer should fail to comply with or perform any provisions of this ENA and such failure is not cured within ten (10) days after written notice from the Executive Director of the Successor Agency (the "Executive Director") to Developer, provided that if such failure is not reasonably susceptible to cure within such ten (10) day period, then thirty (30)days so long as Developer commences such cure within 5213CC Old 2110421v2/New 2478797v1 -1- I2856-0008‘2478906v1 doc 1- I2856-0008\2478906v1.doc Resolution No. SA-2020-21 Page 5 ten (10) days and diligently prosecutes such cure to completion.Developer may terminate this ENA by written notice to Successor Agency if the Developer determines,in its sole discretion,that it does not wish to pursue the proposed Project further. 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 Developer for the sale, lease, or development of the Property. 4. Developer 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 Successor Agency's written request(which may be provided by email alone to the following contact and email address: Michelle L. Thrakulchavee, Managing Director,michellet@cityventures.com)made no more frequently than once during any thirty (30) day period during the ENA Period, Developer shall provide a written report to the Successor Agency describing in reasonable detail Developer's activities with respect to the Project during the period following Developer's prior report. 5. During the ENA Period,the Successor Agency shall complete (or cause to be completed)the tasks set forth in Attachment No. 2 attached hereto within the times set forth therein. 6. Successor Agency agrees, to the maximum extent permitted by the California Public Records Act (Government Code Section 6253 et seq.), Moorpark's Records Retention Schedule, Government Code Section 34090, or other applicable local, state or federal disclosure laws (collectively, "Public Disclosure Laws"), to keep confidential all proprietary financial and other information submitted by Developer to Successor Agency in connection with Developer's satisfaction of its obligations under this Agreement and any Conveyance Instrument (collectively, "Confidential Information"). Notwithstanding the preceding sentence, Successor Agency may disclose Confidential Information to its officials, employees, agents, attorneys and advisors,but only if and to the extent necessary to carry out the purpose for which the Confidential Information was disclosed consistent with the rights and obligations provided for hereunder, and may disclose such information in response to a request for public records under the Public Disclosure Laws, as provided below. Developer acknowledges that Successor Agency/City has not made any representations or warranties that any Confidential Information Successor Agency/City receives from Developer will be exempt from disclosure under any Public Disclosure Laws. In the event the City Attorney/Agency Counsel determines that the release of any Confidential Information is required by Public Disclosure Laws, or by order of a court of competent jurisdiction, Successor Agency/City shall, within five (5) business days of deliveryof the request, notify Developer in writing of Successor Agency's/City's intention to release some, none or all of the Confidential Information so that Developer has the opportunity to evaluate whether to object to said disclosure and/or to otherwise take whatever steps it deems necessary or desirable to prevent disclosure, provided that Successor Agency/City shall not be liable for any damages, attorneys'fees and costs for any alleged failure to provide said notice. If the City Attorney/Agency Counsel, in his or her discretion, determines that only a portion of the requested Confidential Information is exempt from disclosure under the Public Disclosure Laws, City/Successor Agency may redact, delete or 5213CC Old 2110421v2/New 2478797v1 -2- 12856-0008\2478906v l.doc Resolution No. SA-2020-21 Page 6 otherwise segregate the Confidential Information that will not be released from the non-exempt portion to be released. In the event the City Attorney/Agency Counsel determines that some Confidential Information is required to be released to the public pursuant to the Public Disclosure Laws,and Developer brings an action in court to preclude that release, such action being known as a "reverse PRA action," Developer shall reimburse the Successor Agency for all legal fees and costs reasonably incurred in responding to that court action. In addition, if the Successor Agency/ City withholds disclosure of Confidential Information at Developer's request and an action is brought in court to compel the disclosure of the withheld documents, Developer shall defend, indemnify and hold the Successor Agency/City harmless in that action. Developer acknowledges that in connection with the Successor Agency Board's/City Council's consideration of any Conveyance Instrument as contemplated by this ENA, Successor Agency/City will need to present a summary of Developer's anticipated costs of development, together with such other information as may be reasonably required for a staff report accompanying the proposed Conveyance Instrument. Provided, however, that to the extent Developer reasonably determines it is necessary to protect Confidential Information relating to financial data, said information may be delivered directly to a third party economic consultant. If this ENA is terminated without the execution of a Conveyance Instrument, Successor Agency/City shall return to Developer any and all Confidential Information.- except as otherwise provided by Moorpark's Records Retention Schedule or Government Code Section 34090. 7. Upon execution of this Agreement, Developer shall deposit the sum of Five Thousand and 00/100 Dollars ($5,000.00) (the "Reimbursement Funds") with the Successor Agency,which will be used solely by the Successor Agency to defray its expenses in responding to Developer's reasonable requests for assistance in the performance of Developer's due diligence (collectively,"Reimburseable Costs"). The Successor Agency shall charge against and pay from the Reimbursement Funds the full burdened hourly rate of the Successor Agency personnel, the actual costs of those consultants retained by the Successor Agency, and the actual costs of legal counsel retained by the Successor Agency whose assistance is reasonably necessary to respond to Developer's reasonable requests for information. Also to be charged against the Reimbursement Funds will be the Successor Agency's and its consultant's and counsel's out of pocket costs incurred in providing the information Developer requests in the conduct of its due diligence. The Successor Agency shall provide Developer 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 Developer (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 Developer is responsible subsequent to termination or expiration of this ENA. If the Reimbursement Funds are exhausted such that there remain less than $1,000 on deposit with the Successor Agency, then, within ten (10) days of receiving a written demand therefor from the Executive Director, Developer shall replenish the Reimbursement Funds to $5,000. 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 5213CC Old 2110421v2/New 2478797v1 -3- 12856-0008\2478906v I.doc Resolution No. SA-2020-21 Page 7 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 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. 8. Developer shall have up to ninety (90) days from the Successor Agency's delivery of the appraisal to the Developer (the "Due Diligence Period") to approve, in its sole discretion,the feasibility of acquiring,entitling and developing the Property as contemplated in the proposed Project plan 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 (as set forth in Attachment No. 2); and(iii)reviewing all other applicable due diligence materials respecting the Property. Unless Developer delivers written notice to the Successor Agency approving the Conveyance Instrument form and the feasibility of acquiring, entitling and developing the Property with the proposed Project(the"Due Diligence Approval")on or before the expiration of the Due Diligence Period, then the Successor Agency may terminate the ENA in its sole and absolute discretion by written notice to the Developer and any funds remaining in the Reimbursable Funds deposit and in the Good Faith Deposit, not including any non-refundable deposits released to the Successor Agency, shall be returned to Developer, and neither party shall have any further rights or obligations under this ENA. 9. No later than five (5) days after the Effective Date of the ENA, Developer shall make a deposit in the form of a cash deposit, cashier's check or other form of security reasonably acceptable to Successor Agency in the amount of Ten Thousand Dollars ($10,000.00) ("Good Faith Deposit"). The Good Faith Deposit shall be deposited in an escrow account with Commonwealth Land Title Insurance Company, 888 South Figueroa Street, Suite 2100, Los Angeles, CA 90017; (800) 432-0706; Attn: Sara Soudani; ssoudani@cltic.com and, if Developer elects an interest-bearing account, with interest accruing for Developer's benefit. Upon Developer's delivery of Due Diligence Approval, the Good Faith Deposit (i) shall be nonrefundable, except as otherwise expressly provided in Conveyance Instrument or as provided in the following paragraph, (ii) shall be released to the Successor Agency no later than five (5) days after the expiration of the Due Diligence Period and (iii) shall be applicable to the Purchase Price. The Good Faith Deposit and the Conveyance Instrument Deposit, if then made, shall be refunded to Developer in the event of Successor Agency default or if Successor Agency does not approve and execute the Conveyance Instrument or the failure for whatever reason of the Successor Agency to gain Ventura County Consolidated Oversight Board or other oversight agency approval of the Conveyance Instrument. Developer under the Conveyance Instrument shall make an additional deposit to augment the Conveyance Instrument Deposit equal to Ten Thousand Dollars ($10,000.00) to be deposited by Developer no later than five (5) days following the approval of the Conveyance Instrument by the Ventura County Consolidated Oversight Board and so long as no challenge or litigation is then 5213CC Old 2110421v2/New 2478797v1 -4- 12856-0008\2478906v I.doc Resolution No. SA-2020-21 Page 8 pending relating to the Conveyance Instrument. The Conveyance Instrument will provide that such additional deposit shall be non-refundable, except in the event of Successor Agency default under the terms of the Conveyance Instrument or as otherwise expressly provided in the Conveyance Instrument and shall be applicable to the Purchase Price. 10. Developer 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. 11. 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 Developer shall negotiate in good faith to modify the Conveyance Instrument for a period of sixty(60)days after delivery of notice of disapproval to attempt to reach an agreement that will be satisfactory to Successor Agency, Developer, OB, and DOF. 12. Developer 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 potential conditions at the Property or existing development constraints affecting the Property that may be found as part of Developer's due diligence. Developer acknowledges that the Purchase Price or adjustment thereof shall be subject to OB and DOF approval, as may be required. 13. The Successor Agency and Developer acknowledge that all applicable requirements of CEQA must be met 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"). Developer will, at its cost, fully cooperate with the City in the City's preparation of any CEQA Documents. 14. Developer 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 Developer. During the ENA Period, the Successor Agency shall deliver to Developer complete copies of any and all material non-privileged reports and other material non-privileged documents pertaining to the Property which are in Successor Agency's possession, at no cost to Developer other than the actual cost(if any) of duplicating such documents. 15. The Developer 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 5213CC Old 2110421v2/New 2478797v1 -5- 12856-0008\2478906v1 doc Resolution No. SA-2020-21 Page 9 any proposed Conveyance Instrument in its sole and absolute discretion, and in that regard, Developer 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 of Moorpark ("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. 16. Developer shall indemnify, defend, and hold the City/Successor Agency and the City/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 Developer's failure to perform any obligation of Developer under this ENA, or any challenges to this ENA. Developer's obligations under the preceding sentence shall survive the expiration or earlier termination of this ENA. 17. Developer represents and warrants that its undertakings pursuant to this ENA are for the purpose of the development of the Property and not for speculation in land, and Developer recognizes that, in view of the importance of the development of the Property to the general welfare of the community, the qualifications and identity of Developer and its principals are of particular concern to Successor Agency; therefore, this ENA may not be assigned by Developer without the prior express written consent of the Executive Director in his or her sole and absolute discretion. However, the Successor Agency acknowledges that Developer may form a new entity or assign to an affiliated entity to be the Developer entity that will be party to the potential Conveyance Instrument, provided that such new entity or affiliated entity is: (a) any entity that is wholly owned by Quail Investments, LLC, City Ventures Homebuilding, LLC, City Ventures Holdings, LLC or to any of the foregoing (a"City Ventures Entity"), or(b) any limited liability company,partnership or corporation in which Developer and/or any City Ventures Entity holds a majority interest(50.1%) in the capital and profits (each entity described in Section 17(a) and (b) is a "Permitted Affiliate Assignee") and assumes all of the obligations of the Developer under the Conveyance Instrument in a writing reasonably satisfactory to the Successor Agency. 18. 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 the Successor Agency harmless from any claim by any other broker, agent,or finder retained by the 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. The Developer's indemnification obligations under this Section 18 shall survive the termination or expiration of this ENA for a period of five (5)years from the Effective Date. 19. 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: 5213CC Old 211042Iv2/New 2478797v1 -6- 12856-0008\2478906v I.doc • i Resolution No. SA-2020-21 Page 10 If to the Developer: Quail Capital Investments,LLC 3121 Michelson Drive, Suite 150 Irvine, California 92612 Attn: Michelle L. Thrakulchavee,Managing Director 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. 20. 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. 21. This ENA may not be altered, amended or modified except by a writing duly authorized and executed by all Parties. 22. No provision of this ENA may be waived except by an express written waiver duly authorized and executed by the waiving Party. 23. 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. 24. The interpretation and enforcement of this ENA shall be governed by the laws of the State of California. 25. Time is of the essence of each and every provision hereof in which time is a factor. 26. 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. 5213CC Old 2110421v2/New 2478797v1 -7- 12856-0008\2478906v1.doc Resolution No. SA-2020-21 Page 11 27. Executed counterparts of this ENA may be delivered electronically by email to: jsandifer@moorparkca.gov (for the Successor Agency), and michellet@cityventures.com (for the Developer). IN WITNESS WHEREOF,the Parties hereto have executed this ENA as of the day and year first written above. OWNER: DEVELOPER: MOORPARK SUCCESSOR AGENCY Quail Capital Investments, LLC. , ...,_ r... --•-- :gar"- a Delaware limited liability company By: Troyq: fi 4 , Executive Director By: ULAAJZ —2.0 Print Name: Michelle L. Thrakulchavee Title: Managing Director Attest: 0 -041Whi:: gpGlik&tr-' Ky S gler, Agency Secretary ,*Imilliiir . tilWw4gP 64.'k 0 AIIIIIV? ,9 „e• to Jto- 52I3CC Old 2110421v2/New 2478797v1 -8- 12856-0008\2478906vI doc Resolution No. SA-2020-21 Page 12 EXHIBIT "A" DESCRIPTION OF PROPERTY ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF VENTURA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: LOTS 69 THROUGH 82 INCLUSIVE OF COLONIA VIRGINIA TRACT RE-SUBDIVISION, IN THE CITY OF MOORPARK, COUNTY OF VENTURA, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 20, PAGES 33 AND 34 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPTING THEREFROM ALL OIL, COAL, LIGNITE, PETROLEUM, NAPHTHA, ASPHALT, MALTHA, BREA,NATURAL GAS, AND ALL KINDRED OR SIMILAR MINERALS OR MINERAL SUBSTANCES THAT NOW EXIST OR AT ANY TIME HEREAFTER MAY EXIST UPON, IN, OR UNDER SAID LAND, TOGETHER WITH THE RIGHTS INCIDENTAL THERETO,AS RESERVED BY SIMI LAND AND WATER COMPANY IN DEED RECORDED NOVEMBER 16, 1889 IN BOOK 29, PAGE 314 OF DEEDS. APN 513-0-024-105; APN 513-0-024-135 APN MAP ATTACHED • Exhibit"A" 5213CC Page 1 of 1 12856-0008\2478906v 1.doc Resolution No. SA-2020-21 Page 13 EXHIBIT "B" PROPOSED PROJECT Conceptual plan for a residential for-sale project consisting of approximately twenty (20) unit two-story townhomes. 5213CC 12856-0008\2478906v1 doc Resolution No. SA-2020-21 Page 14 ATTACHMENT NO. 1 SPECIFIC DEVELOPER TASKS ITO BE FINALIZED PRIOR TO SIGNINGI 1. Within thirty (30) days after execution of the ENA, Developer shall deliver to Successor Agency for Successor Agency staff review and approval, an organizational chart of the proposed Developer entity proposed to be a party to the Conveyance Instrument. 2. Within ninety (90) days from the Successor Agency's delivery of the appraisal to the Developer,Developer shall obtain and review a Phase I environmental(hazmat) report for the Property, and if recommended by the Phase I, Developer shall promptly obtain a Phase II report subject to entering into a reasonable right of entry agreement with the Successor Agency. Developer shall promptly deliver copies to the Successor Agency when delivered. 3. Within ninety (90) days from the Successor Agency's delivery of the appraisal to the Developer, Developer shall submit a preliminary Site Plan. The parties anticipate that the Site Plan&Development Program will be further refined during the term of this ENA, as part of the Conveyance Instrument negotiations, which is herein defined as specifying the conceptual framework to guide the overall development of the Project, the approved land uses on the Property, including generalized area of building pads,height of structures,total square footage,and the conceptual parking and circulation system for the Property. Assuming the parties enter into a Conveyance Instrument and Developer decides to pursue the Project, Developer will then prepare the preliminary design plan of the Project, including building elevations and design themes, as reasonably required by Successor Agency/City, sufficient, to the extent feasible and practicable, to allow Successor Agency/City to evaluate architectural design and similar issues as part of the Project's land use entitlement process. 4. Within thirty (30) days after Developer's submittal of a preliminary Site Plan, Developer shall submit a preliminary proforma showing the following preliminary information: an operating income and expense estimate, an estimated budget for development and construction of the Project, estimated pricing ranges, projected range of Project value at completion, and relevant market validation (e.g., benchmark cap rates) shall be provided to Agency/City. Said proforma should also show the preliminary estimated economic benefits to Agency/City for at least a ten (10)year period after completion of the Project with respect to the payment for the Property, all taxes and fees, property tax revenue generation, and an estimate of anticipated construction and permanent jobs, as appropriate. Provided, however, that the parties acknowledge and agree that said proforma shall be based on 5213CC 12856-0008\2478906v I.doc Resolution No. SA-2020-21 Page 15 information reasonably available during the term of the ENA and shall reflect the parties'understanding that such information is preliminary in nature. 5. Within ninety (90) days after delivery of the Due Diligence Approval, Developer shall submit to the Successor Agency a proposed Public Outreach Plan that describes Developer's anticipated plan and approach on educating and informing the public about the Project, which shall detail, as appropriate, specific outreach efforts and methods, including public meetings (virtual and/or in-person) and a proposed timeline to hear comments, concerns, questions, and suggestions from residents and business owners in the City. 6. Prior to the expiration of the Due Diligence Period, Developer shall submit to the Successor Agency a schedule of development setting forth the proposed timetable for the commencement, substantial completion and final completion of the Project (including any processing of General Plan and Zoning Amendment) (the "Development Schedule"). 7. Within one-hundred twenty (120) days after the execution of the ENA, Developer shall deliver to the Successor Agency a disclosure of the Developer's principals, partners, joint ventures, and consultants that will be materially involved in the acquisition and development of the Property. 8. Within one-hundred twenty (120) days after the execution of the ENA, Developer shall deliver to the Successor Agency for Successor Agency staff review and approval, a preliminary financing plan (including preliminary deal structure, development entities, financing sources and methods, interest letters from specific construction lender(s) or mezzanine equity provider(s) (as may be available)), CPA-certified financial statements, and/or other information, for the purpose of documenting, to Successor Agency's/City's reasonable satisfaction, including an updated financing plan before the parties approve the Conveyance Instrument, evidence of Developer's financial capacity to proceed with the contemplated transaction. 9. City/Successor Agency reserves the right to and may reasonably request any additional documentation, including additional reports, studies, analyses and other information, from Developer in order to negotiate the Conveyance Instrument as contemplated hereunder. Upon receiving such a request, Developer shall provide such additional documentation to City/Successor Agency pursuant to a mutually agreed upon deadline. 5213CC 12856-0008\2478906v t,doc Resolution No. SA-2020-21 Page 16 ATTACHMENT NO. 2 SPECIFIC SUCCESSOR AGENCY TASKS All timelines stated below begin after execution of the ENA 1. Within thirty (30) days after the execution of the ENA, Successor Agency shall provide to Developer copies of all currently existing plans, studies and other written information regarding the Property in its possession, to the extent not previously delivered to Developer and to the extent material to the Project and not subject to any attorney-client or attorney work product privilege or other privilege. 2. Within sixty (60) days after the execution of the ENA, Successor Agency shall obtain a fair market value appraisal for the Property. 3. City shall use good faith efforts to prepare and process any required CEQA Documents as soon as reasonably possible after submission by Developer of a complete development application and payment of applicable fees/deposits. 4. Within ninety (90) days after the execution of the ENA, Successor Agency shall provide initial draft of the Conveyance Instrument to Developer and shall thereafter revise it to the extent reasonably permitted by the negotiations. 5. Successor Agency shall obtain and review a preliminary title report for the Property from a title company selected by the Successor Agency. 5213CC 12856-0008\2478906v I.doc Resolution No. SA-2020-21 Page 17 STATE OF CALIFORNIA ) COUNTY OF VENTURA ) ss. CITY OF MOORPARK ) I, Ky Spangler, Secretary of the Successor Agency of the Redevelopment Agency of the City of Moorpark, California, do hereby certify under penalty of perjury that the foregoing Resolution No. SA-2020-21 was adopted by the Successor Agency of the Redevelopment Agency of the City of Moorpark at a regular meeting held on the 16th day of December, 2020, and that the same was adopted by the following vote: AYES: Agency Members Castro, Enegren, Groff, Pollock, and Chair Parvin NOES: None ABSENT: None ABSTAIN: None WITNESS my hand and the official seal of said City this 16th day of December, 2020. KySpa Frr,rA=ecretary 4- (seal) °Ala",ss 13‘protAlp etsre:44 _ _44 ' -ft. as Amoo...: '0j Q�r£D 4v�