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HomeMy WebLinkAboutRES CC 2021 4004 2021 0505 RESOLUTION NO. 2021-4004 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOORPARK, CALIFORNIA, AUTHORIZING THE EXECUTION OF AN “AGREEMENT REGARDING RECORDING OF EASEMENT AND COVENANT AND WATER DRAINAGE ISSUES” PERTAINING TO THE VILLA DEL ARROYO MOBILE HOME PARK AND DOCUMENTS IN CONNECTION WITH THE REFUNDING OF BONDS ISSUED IN 2011 RELATING TO THE PARK, TAKING RELATED ACTIONS AND MAKING A FINDING OF EXEMPTION UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT WHEREAS, the City of Moorpark (the “City”) issued bonds in 2000 (the “2000 Bonds”) pursuant to California Health and Safety Code Section 52100 et seq. to assist Villa Del Arroyo Moorpark, LLC (“Villa Del Arroyo”), of which the sole member is Augusta Homes, a California nonprofit public benefit corporation (“Augusta Homes”), with Villa Del Arroyo’s acquisition and rehabilitation of a mobile home park located at 15750 Arroyo Drive, known as Villa Del Arroyo Mobile Home Park (the “Park”); and WHEREAS, the City issued two series of bonds in 2011 (the “2011 Bonds”) to refund the 2000 Bonds: (i) the City’s Mobile Home Park Refunding Revenue Bonds (Villa Del Arroyo), Series 2011A (the “2011A Bonds”), and (ii) the City’s Taxable Subordinate Mobile Home Park Revenue Bonds (Villa Del Arroyo), Series 2011B-T (the “2011B Bonds”); and WHEREAS, the 2011 Bonds were issued pursuant to an Indenture, dated as of May 1, 2011 (the “Indenture”), by and between the City and U.S. Bank National Association, as trustee (the “Bond Trustee”); and WHEREAS, in connection with 2011 Bonds, the City also entered into: (i) the Loan Agreement, dated as of May 1, 2011 (the “Loan Agreement”), by and among the City, Villa Del Arroyo and the Bond Trustee, (ii) the Amended and Restated Regulatory Agreement and Declaration of Restrictive Covenants, dated as of May 1, 2011 (the “Regulatory Agreement”), by and among the City, Villa Del Arroyo and the Bond Trustee, and (iii) the Administration and Oversight Agreement, dated as of May 1, 2011 (the “2011 Administration Agreement”), by and among the City, Villa Del Arroyo, and Urban Futures Incorporated, as the program administrator thereunder (the “Administrator”); and WHEREAS, the final maturity date of the 2011A Bonds is May 15, 2041; and WHEREAS, the final maturity date of the 2011B Bonds is May 15, 2021; and WHEREAS, pursuant to the Loan Agreement and the Indenture, Villa Del Arroyo, at its option, may prepay its obligations under the Loan Agreement and cause a corresponding redemption of all or a portion of the 2011 Bonds; and Resolution No. 2021-4004 Page 2 WHEREAS, Villa Del Arroyo has informed the City that Villa Del Arroyo contemplates a prepayment under the Loan Agreement (and cause the redemption of all remaining outstanding 2011A Bonds) on or soon after the final maturity date of the 2011B Bonds; and WHEREAS, Villa Del Arroyo has also informed the City that, in connection with such refunding, the Villa Del Arroyo contemplates transfers all of its rights, title and interests in the Park to Augusta Communities II, LLC (the “New Owner”), another affiliate of Augusta Homes; and WHEREAS, the Regulatory Agreement expressly provides that it will remain in effect after the retirement of the 2011 Bonds, and the operation of the Park shall continue to be in compliance with the terms of the Regulatory Agreement for the period specified thereunder; and WHEREAS, there has been presented to the City, the form of an Assignment and Assumption of Regulatory Agreement and Administration Agreement (the “Assignment and Assumption”), as set forth in Attachment A, proposed to be entered into by and between Villa Del Arroyo and the New Owner, documenting the New Owner’s assumption of Villa Del Arroyo’s obligations under the Regulatory Agreements and the Administration Agreement, and the City has been requested to execute an acknowledgment thereto; and WHEREAS, Villa Del Arroyo has also informed the City that the prepayment under the Loan Agreement will be made using proceeds from a loan from Prudential Multifamily Mortgage, LLC (the “2021 Lender”) to the New Owner; and WHEREAS, there has been presented to the City the form of a Regulatory Agreement Estoppel Certificate (the “Estoppel Certificate”), as set forth in Attachment B, which upon execution by the City, will be relied upon by the 2021 Lender; and WHEREAS, there also has been presented to the City, the form of an Administration Agreement (the “2021 Administration Agreement”), as set forth in Attachment C, proposed to be entered by and among the City, the New Owner and Wolf & Company, Inc. (“Wolf”), pursuant to which Wolf will serve as the new Administrator; and WHEREAS, the Regulatory Agreement provides that Villa Del Arroyo’s transfer of the Park to the New Owner shall be null, void and without effect unless, Villa Del Arroyo has obtained the prior written consent of the City and upon satisfaction of certain other conditions precedent forth in Section 10 of the Regulatory Agreement; and WHEREAS, the City and Villa Del Arroyo Mobilehome Park, Ltd. (predecessor-in- interest to Villa Del Arroyo), entered into a Settlement Agreement in 2000 (around the time of but prior to the issuance of 2000 Bonds), pursuant to which the Park’s owner is required to maintain the Park’s storm drains so that the water flowing from the City’s culvert under Old Los Angeles Avenue (currently Arroyo Drive) at the main entrance to the Park would flow through the Park’s storm drains; and Resolution No. 2021-4004 Page 3 WHEREAS, there remains certain storm drainage issues through and around the Park and the City and Villa Del Arroyo have been in negotiation regarding these issues; and WHEREAS, pursuant to such negotiation, there has been prepared an Agreement Regarding Recording of Easement and Covenant and Water Drainage Issues (the “Agreement Regarding Easement and Covenants”), as set forth in Attachment D, proposed to be entered by and between the City and Villa Del Arroyo; and WHEREAS, the Agreement Regarding Easement and Covenants provides that it shall be binding on Villa Del Arroyo and its successors and assigns to all or any portion of the Park, and it is contemplated that the Agreement Regarding Easement and Covenants will be recorded at the office of the Ventura County Recorder before the consummation of the Villa Del Arroyo’s assignment of its rights, title and interest to the Park to the New Owner. NOW, THEREFORE, THE CITY COUNCIL 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. SECTION 2. The Agreement Regarding Easement and Covenants, in the form set forth in Attachment D, is hereby approved. The City Manager is hereby authorized, for and in the name and on behalf of the City, to execute and deliver the Agreement Regarding Easement and Covenants in substantially such form, with changes therein as the City Manager may require or approve (such approval to be conclusively evidenced by the execution and delivery thereof). SECTION 3. The City Manager is hereby authorized to execute, for and in the name of the City, each of the acknowledgment to the Assignment and Assumption Agreement, the Estoppel Certificate and the 2021 Administration Agreement, in substantially the forms set forth in Attachments A, B and C, with changes therein as the City Manager may require or approve (such approval to be conclusively evidenced by the execution and delivery thereof); provided, that such execution shall be contingent upon: (i) the City Manager’s receipt of evidence that the Agreement Regarding Easement and Covenants shall be recorded prior to the effectiveness of the Villa Del Arroyo’s assignment of its rights, title and interest to the New Owner, and (ii) the City Manager’s satisfaction that conditions precedent set forth in Section 10 of the Regulatory Agreement to the transfer of the Park to the New Owner have been satisfied. SECTION 4. The City Council hereby finds and determines that the adoption of this Resolution authorizing the execution of Agreement Regarding Easement and Covenants and the documents relating to the refinancing described above is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Section 15601(b)(3) as the execution of these documents would not have a significant adverse effect on the environment. Resolution No. 2021-4004 Page4 SECTION 5. The City Manager and other officers of the City 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, the refunding of the 2011 Bonds and the documents authorized hereby. Any actions previously taken by officers of the City consistent with the purposes of this Resolution and such agreements are hereby ratified and confirmed. SECTION 6. 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 5th day of May, 2021. ATTEST: iOJ Ky Spangler, City Clerk Attachment A: Attachment B: Attachment C: Attachment D: Assignment and Assumption of Regulatory Agreement and Administration Agreement Regulatory Agreement Estoppel Certificate 2021 Administration Agreement Agreement Regarding Recording of Easement and Covenant and Water Drainage Issues ATTACHMENT A ASSIGNMENT AND ASSUMPTION OF REGULATORY AGREEMENT AND ADMINISTRATION AGREEMENT (substantial final form) Resolution No. 2021-4004 Page 5 ATTACHMENT A RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: JONES HALL, A PROFESSIONAL LAW CORP. Attention: David T. Fama, Esq. 475 Sansome Street, Suite 1700 San Francisco, California 94111 ASSIGNMENT AND ASSUMPTION OF REGULATORY AGREEMENT AND ADMINISTRATION AGREEMENT This Assignment and Assumption of Regulatory Agreement and Administration Agreement, dated as of _________, 2021, is made and entered into by and between Villa Del Arroyo Moorpark LLC, a California limited liability company (the “Borrower”), and Augusta Communities II LLC, a California limited liability company (herein, “Augusta Communities”), with reference to the hereinafter described Regulatory Agreement (defined below). The assumption herein is made with respect to the Regulatory Agreement. RECITALS: A. The Legislature of the State of California enacted Chapter 8, Part 5 of Division 31 of the California Health and Safety Code (the “Act”) to authorize cities to issue bonds to finance the acquisition of mobile home parks to provide housing for persons of very low income. B. The City of Moorpark (the “City”) has previously issued its City of Moorpark Mobile Home Park Revenue Bonds (Villa Del Arroyo) Series 2000A and Mobile Home Park Revenue Bonds (Villa Del Arroyo) Series 2000B (together, the “2000 Bonds”) to finance the acquisition and rehabilitation of a mobile home park located at 15750 Arroyo Drive in the City, known as Villa Del Arroyo Mobile Home Park, including the land and improvements thereon described in in Exhibit A to the Regulatory Agreement (collectively, the “Project”). C. For the purpose of refunding the 2000 Bonds, the City previously issued its City of Moorpark Mobile Home Park Revenue Bonds (Villa Del Arroyo) Series 2011A and Series 2011B-T (together, the “2011 Bonds”) pursuant to an Indenture dated as of May 1, 2011 by and between the City and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”), the proceeds of which were loaned to the Borrower pursuant to a Loan Agreement dated as of May 1, 2011 (the “Loan” and the “Loan Agreement”) by and among the City, the Trustee and the Borrower, to refinance the Project. D. In connection with the issuance of the 2011 Bonds, the City, the Borrower, and the Trustee entered into an Amended and Restated Regulatory Agreement and Declaration of Restrictive Covenants dated as of May 1, 2011 (the “Regulatory Agreement”), recorded on May 27, 2011 as Instrument No. 20110527-00080988-0 of Official Records of Ventura County. E. The Borrower has notified the City that on or about May 15, 2021 it will cause the prepayment of the Loan, and in turn, the optional redemption of all the then-outstanding 2011 Resolution No. 2021-4004 Page 6 2 Bonds, and in connection therewith all of the Project will be transferred to an affiliated entity, Augusta Communities. F. The Regulatory Agreement provides that in the event of transfer of the Project, the transferee shall assume the Borrower’s duties and obligations under the Regulatory Agreement and under the related Administration and Oversight Agreement dated as of May 1, 2011 (the “Administration Agreement”), by and among the City, Urban Futures Incorporated, as oversight agent and program administrator. G. The Borrower now desires to assign, and Augusta Communities now desires to assume, in full, the Borrower’s duties and obligations under the Regulatory Agreement, and the City desires to accept such assignment and assumption and, upon payment in full of the 2011 Bonds, recognize that the Borrower and Trustee will thereafter be relieved of duties and responsibilities thereunder. NOW THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the City, the Borrower and Augusta Communities hereby agree to the following. Defined terms used herein shall have the meanings set forth in the Regulatory Agreement unless otherwise set forth herein. AGREEMENTS: Section 1. Representations, Warranties and Covenants. The Borrower and Augusta Communities each hereby represents, as of the date hereof, and covenant, warrants and agrees as follows: (a) All of Borrower’s rights, title and interest in and to the Project have been transferred to Augusta Communities. (b) As of the date hereof, the following percentages of total Spaces in the Project (i) are occupied by Very Low Income Residents or Lower Income Residents or (ii) are currently vacant and being held available for such occupancy and have been so held continuously since the date a Very Low Income Resident vacated such Space; as indicated: Total Project Spaces: ___________ Number of Spaces Occupied by Very Low Income Residents: __________ Percent: __________ Number of Spaces held vacant for occupancy continuously since last occupied by Very Low Income Resident: __________ Percent: __________ Number of Reportable Vacant Spaces: __________. (c) The Project is being owned and operated for the purpose of providing residential rental housing, consisting of one mobile home Space for each household, together with related facilities, and will continue to be used for such purpose during the remaining term of the Regulatory Agreement. Resolution No. 2021-4004 Page 7 3 (d) All of the mobile homes in the Project contain separate facilities for living, sleeping, eating, cooking and sanitation, including a sleeping area, bathing and sanitation facilities and cooking facilities equipped with a cooking range, refrigerator and sink. (e) All of the Spaces are available for rental on a continuous basis to members of the general public, and Augusta Communities will not give preference to any particular class or group in renting the Spaces in the Project, except to the extent that Spaces are required to be leased or rented to Qualified Residents. (f) The Project comprises a single geographically and functionally integrated project for residential rental property, as evidenced by the ownership, management, accounting and operation of the Project. (g) No part of the Project will at any time be owned or used as a condominium or by a cooperative housing corporation, and Augusta Communities shall not take any steps toward such conversion. (h) Should involuntary noncompliance with the provisions of the Regulatory Agreement be caused by fire, seizure, requisition, foreclosure, transfer of title by deed in lieu of foreclosure, change in a federal law or an action of a federal agency after the date hereof which prevents the City from enforcing the requirements of the Regulations, or condemnation or similar event, Augusta Communities covenants that, within a “reasonable period” determined in accordance with the Regulations, it will apply any proceeds received as a result of any of the preceding events to reconstruct the Project to meet the requirements of the Regulatory Agreement. (i) There shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, marital status, ancestry, national origin, source of income (e.g. AFDC or SSI) or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Project nor shall the transferee or any person claiming under or through the transferee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Project. (j) The Very Low Income Spaces are intermingled with, and shall be of comparable quality to, all other Spaces in the Project. Tenants in all Spaces shall have equal access to and enjoyment of all common facilities of the Project. (k) In the aggregate, no more than two persons per bedroom, plus one person shall occupy any Space in the Project, not including children born after the date of initial occupancy by a household. For example, with respect to a two bedroom mobilehome, maximum occupancy shall be 5 persons (exclusive of post-occupancy children described above). (l) Augusta Communities will accept as tenants, on the same basis as all other prospective tenants, persons who are recipients of federal certificates for rent subsidies pursuant to the existing housing program under Section 8 of the United Stated Housing Act, or its successor. Augusta Communities shall not apply selection criteria to Section 8 certificate or voucher holders that is more burdensome than criteria applied to all other prospective tenants, nor shall Augusta Communities apply or permit the application of management policies or lease provisions with respect to the Project which have the effect of precluding occupancy of Spaces by such prospective tenants. Resolution No. 2021-4004 Page 8 4 (m) Neither the Borrower nor Augusta Communities has defaulted in any of its obligations under the Regulatory Agreement and no event, fact, condition or circumstance have occurred which, with the passage of time or the giving of notice, or both, would constitute a default under the Regulatory Agreement. (n) The Project is currently operated in full compliance with the terms and conditions of the Regulatory Agreement. Section 2. Assignment and Assumption. The Borrower hereby assigns to Augusta Communities, and Augusta Communities hereby accepts and assumes, in full and in all respects the Borrower’s role as a party to the Regulatory Agreement and Administration and Oversight Agreement, including but not limited to all duties, obligations, covenants, liabilities and agreements of the Borrower in respect of the Regulatory Agreement and Administration and Oversight Agreement arising from and after the effective date of prepayment of the 2011 Bonds. To that end, all references to the Borrower are deemed to refer to Augusta Communities unless the context in which the term is used requires reference to the Borrower as an original party to the Regulatory Agreement. The Borrower shall maintain continuing liability under the Regulatory Agreement for any non-compliance with the terms of the Regulatory Agreement arising prior to the date of prepayment of the 2011 Bonds. Section 3. Acknowledgement by City. Pursuant to Section 10 of the Regulatory Agreement, in connection with the Borrower’s assignment of its rights, title and interest in and to the Project to Augusta Communities, there shall be delivered to the City, among other things, evidence satisfactory to the City that Augusta Communities has assumed in writing and in full, the Borrower’s duties and obligations under the Regulatory Agreement and the Administration Agreement (“Satisfactory Evidence of Agreement Assumption”). The parties have requested the City to cause its authorized representative to sign below to confirm that this Agreement constitute such Satisfactory Evidence of Agreement Assumption. It is hereby recognized that the City shall be a third beneficiary hereof and is entitled to rely on the representations, warranties and agreements made by the Borrower and Augusta Communities made in Section 1 hereof. Section 6. Recording and Filing. The Borrower or Augusta Communities shall cause this Assumption of Regulatory Agreement, to be recorded and filed in the real property records of Ventura County and in such other places as the City may reasonably request. The Borrower or Augusta Communities shall pay all fees and charges incurred in connection with any such recording. Section 7. Notices. All notices, certificates or other communications shall be in writing and will be sufficiently given and shall be deemed given on the date personally delivered or on the second day following the date on which the same have been mailed by certified mail, return receipt requested, postage prepaid, addressed as follows: Oversight Agent and Program Wolf & Company, Inc. Administrator: 560 East Commercial Street, Suite 16 Pomona, CA 91767 Attn: Wesley Wolf Resolution No. 2021-4004 Page 9 5 Augusta Communities: Augusta Communities II LLC 400 N. Mountain Avenue, Suite 205 Upland, CA 91786 Attn: Suzanne Taylor Any of the foregoing parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates, documents or other communications shall be sent and may consent to notice by email. Section 8. Multiple Counterparts. This Assumption of Regulatory Agreement may be executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be part of the original. [Signature Page Follows] Resolution No. 2021-4004 Page 10 [Signature Page to Assignment of Regulatory Agreement] IN WITNESS WHEREOF, the parties hereto have executed this Assumption of Regulatory Agreement by duly authorized representatives, all as of the date first written above. AUGUSTA COMMUNITIES II LLC, a California limited liability company By: AUGUSTA HOMES, a California nonprofit public benefit corporation, its sole member By: Suzanne Taylor Executive Director VILLA DEL ARROYO MOORPARK LLC, a California limited liability company By: AUGUSTA HOMES, a California nonprofit public benefit corporation, its sole member By: Suzanne Taylor Executive Director Acknowledged: CITY OF MOORPARK By: Troy Brown City Manager Resolution No. 2021-4004 Page 11 [ATTACH REQUIRED NOTARY ACKNOWLEMENTS HERE] STATE OF CALIFORNIA ) ) ss COUNTY OF _______________ ) On ___________, 2021, before me, ______________________________________, Notary Public, personally appeared _______________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Resolution No. 2021-4004 Page 12 ATTACHMENT B REGULATORY AGREEMENT ESTOPPEL CERTIFICATE (substantial final form) Resolution No. 2021-4004 Page 13 ATTACHMENT B Estoppel Certificate Page 1 DMEAST #44227435 v1 REGULATORY AGREEMENT ESTOPPEL CERTIFICATE May 17, 2021 To: Prudential Multifamily Mortgage, LLC, its successors and assigns (“Lender”) 4350 North Fairfax Drive, Suite 700 Arlington, VA 22203 Re: Amended and Restated Regulatory Agreement and Declaration of Restrictive Covenants among Villa Del Arroyo Moorpark LLC (the “Prior Owner”), the City of Moorpark (the “City”), and U.S. Bank National Association, as trustee, dated May 1, 2011 and recorded in the land records of Ventura County on May 27, 2011 as Instrument No.: 20110527-00080988-0, as amended by an Assignment and Assumption of Regulatory Agreement and Administration Agreement, effective as of the date of this Certificate and executed by the Prior Owner and Augusta Communities II LLC (the “Borrower”) (collectively, the “Regulatory Agreement”). THIS REGULATORY AGREEMENT ESTOPPEL CERTIFICATE (this “Certificate”) is made as of May 17, 2021 by the City to and for the benefit of Lender and each subsequent owner of the mortgage loan secured by Borrower’s interest in the manufactured housing community known as Villa Del Arroyo more particularly described in Exhibit A attached hereto (the “Property”). The Property is subject to the terms and conditions of the Regulatory Agreement. With the understanding that Lender will be relying upon the statements set forth in this Certificate in connection with making a refinance loan to Borrower in the approximate original principal amount of $15,000,000 (the “Loan”) that will be secured, in part, by a deed of trust that will encumber Borrower’s interest in the Property, the City hereby certifies to Lender that: 1. The Regulatory Agreement is in full force and effect. 2. Except as set forth above and in connection with the change of Program Administrator pursuant to that certain Administration Agreement, by and among the City, the Borrower and Wolf & Company, Inc., the Regulatory Agreement has not been modified either orally or in writing. 3. To the City Manager’s knowledge, without investigation, the Prior Owner and the Borrower are not in default of any of their obligations under the Regulatory Agreement, and no event, fact, condition or circumstance have occurred which, with the passage of time or the giving of notice, or both, would constitute a default under the Regulatory Agreement. 4. To the City Manager’s knowledge, without investigation, the Property is currently operated in full compliance with the terms and conditions of the Regulatory Agreement. Resolution No. 2021-4004 Page 14 Estoppel Certificate Page 2 DMEAST #44227435 v1 This Certificate is executed with the understanding that it will be relied upon by Lender in making the Loan. Lender and any subsequent holder of the Loan note may rely on this Certificate and the representations and warranties contained herein. CITY OF MOORPARK By: ________________________________ Name: Troy Brown Title: City Manager Resolution No. 2021-4004 Page 15 Estoppel Certificate Page A-1 DMEAST #44227435 v1 EXHIBIT A Legal Description of the Property THAT PORTION OF TRACT "J" OF RANCHO SIMI, IN THE CITY OF MOORPARK, COUNTY OF VENTURA, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGE 7 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE OF LOS ANGELES AVENUE (60) FEET WIDE DESCRIBED AS PARCEL 1 PER DEED TO VENTURA COUNTY RECORDED IN BOOK 319, PAGE 181 OF OFFICIAL RECORDS. SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 1322.467 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 12° 34' 29" EAST 35 FEET FROM A POINT ON THE CENTERLINE OF LOS ANGELES AVENUE BEING THE POINT OF BEGINNING OF A STRIP OF LAND AS DESCRIBED IN SAID PARCEL 1; THENCE ALONG THE SOUTHERLY LINE OF LOS ANGELES AVENUE AND SAID ABOVE MENTIONED CURVE, 1ST: EASTERLY, THROUGH A CENTRAL ANGLE OF 40° 53' 24" AN ARC DISTANCE OF 943.80 FEET TO THE BEGINNING OF A TAPER ONE-HALF CURVE CONCAVE SOUTHWESTERLY; THENCE ALONG SAID CURVE, 2ND: SOUTHEASTERLY 432.73 FEET; THENCE TANGENT TO SAID CURVE, 3RD: SOUTH 52° 41' 05" EAST 716.27 FEET TO THE BEGINNING OF A TAPER ONE- HALF CURVE CONCAVE NORTHEASTERLY; THENCE, ALONG SAID CURVE, 4TH: SOUTHEASTERLY 214.03 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2974.825 FEET; THENCE ALONG SAID CURVE, 5TH: SOUTHEASTERLY THROUGH A CENTRAL ANGLE OF 13° 39' 58" AN ARC DISTANCE OF 709.55 FEET TO THE BEGINNING OF A TAPER ONE-HALF CURVE CONCAVE NORTHEASTERLY; THENCE ALONG SAID CURVE, 6TH: SOUTHEASTERLY 214.03 FEET; THENCE, TANGENT TO SAID CURVE, 7TH: SOUTH 70° 33' 03" EAST 917.09 FEET TO A POINT IN THE EASTERLY LINE OF THE PROPERTY AS SHOWN ON RECORD OF SURVEY, MAP FILED IN BOOK 34, PAGE 18 AND 19 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; SAID POINT BEING NORTH 0° 05' 18" WEST 47.36 FEET FROM THE SOUTHEAST CORNER OF SAID RECORD OF SURVEY; THENCE SOUTHERLY ALONG SAID EASTERLY LINE, 8TH: SOUTH 0° 05' 18" EAST 47.36 FEET TO THE SOUTHEAST CORNER OF SAID RECORD OF SURVEY, SAID POINT ALSO BEING THE NORTHWEST CORNER OF LAND CONVEYED TO ORTA EDWARD KUHN AS RECITED IN BOOK 708, PAGE 294 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE SOUTHERLY LINE OF SAID RECORD OF SURVEY, SAID LINE ALSO BEING THE SOUTHERLY LINE OF TRACT "J" AS PER MAP RECORDED IN BOOK 3 PAGE 7 OF MAPS IN THE OFFICE OF SAID COUNTY RECORDER, THE FOLLOWING COURSES AND DISTANCES, Resolution No. 2021-4004 Page 16 Estoppel Certificate Page A-2 DMEAST #44227435 v1 9TH: NORTH 70° 52' 58" WEST 268.63 FEET; THENCE, 10TH: SOUTH 78° 56' 35" WEST, 1093.63 FEET; THENCE, 11TH: NORTH 79° 07' 18" WEST, 1772.24 FEET; THENCE, 12TH: NORTH 22° 00' 15" WEST, 949.41 FEET; THENCE, 13TH: NORTH 73° 37' 09" WEST 1211.67 FEET TO A POINT IN THE SOUTHERLY LINE OF SOUTHERN PACIFIC RAILROAD RIGHT OF WAY (100) FEET WIDE AS SHOWN ON SAID RECORD OF SURVEY; THENCE LEAVING THE SOUTHERLY LINE OF SAID RECORD OF SURVEY AND SOUTHERLY LINE OF TRACT "J" ALONG SAID SOUTHERLY LINE OF SOUTHERN PACIFIC RAILROAD RIGHT OF WAY; 14TH: NORTH 68° 25' 31" EAST 485.30 FEET TO THE BEGINNING OF A TAPER ONE- HALF CURVE CONCAVE SOUTHERLY; THENCE ALONG SAID CURVE, 15TH: EASTERLY 394.50 FEET TO A POINT IN THE SOUTHERLY LINE OF LOS ANGELES AVENUE, A RADIAL TO SAID POINT BEARS NORTH 14° 22' 20" WEST; THENCE LEAVING SAID CURVE BEING THE SOUTHERLY LINE OF SOUTHERN PACIFIC RAILROAD RIGHT OF WAY ALONG THE SOUTHERLY LINE OF LOS ANGELES AVENUE AS DESCRIBED IN SAID PARCEL 1, 16TH: SOUTH 47° 43' 24" EAST 60.29 FEET TO A POINT IN A TAPER ONE-HALF CURVE CONCAVE SOUTHERLY; A RADIAL TO SAID POINT BEARS NORTH 13° 05' 36" WEST, A RADIUS OF 1427.956 FEET; THENCE ALONG SAID CURVE, 17TH: EASTERLY 12.92 FEET; THENCE LEAVING SAID CURVE, 18TH: SOUTH 12° 34' 29" EAST, 10.00 FEET TO THE POINT OF BEGINNING. EXCEPT FROM THE ABOVE DESCRIBED PARCEL THAT PORTION DESCRIBED AS TRACTS 1, 3 AND 13 OF THE FINAL ORDER OF CONDEMNATION, A CERTIFIED COPY OF WHICH WAS RECORDED AUGUST 31, 1966 IN BOOK 3037, PAGE 247 OF OFFICIAL RECORDS. ALSO EXCEPT FROM THE ABOVE DESCRIBED PARCEL THAT PORTION DESCRIBED AS ESTATE 1 (PARCELS A AND B) IN THE DEED TO VENTURA COUNTY FLOOD CONTROL DISTRICT RECORDED JULY 21, 1977 IN BOOK 4901, PAGE 928 OF OFFICIAL RECORDS. ALSO EXCEPT THAT PORTION DESCRIBED IN THE DEED TO VENTURA COUNTY FLOOD CONTROL DISTRICT, RECORDED FEBRUARY 24, 1978 IN BOOK 5061, PAGE 906 OF OFFICIAL RECORDS. ALSO EXCEPT THAT PORTION DESCRIBED IN THE DEED TO VENTURA COUNTY FLOOD CONTROL DISTRICT, RECORDED OCTOBER 24, 1978 IN BOOK 5242, PAGE 524 OF OFFICIAL RECORDS. ALSO EXCEPT ALL THE COAL, LIGNITE, COAL OIL, PETROLEUM, NAPHTHA, ASPHALT, MALTHA, BREA, NATURAL GAS, AND ALL KINDRED OR SIMILAR MINERALS OR MINERAL SUBSTANCES WHICH NOW EXIST OR AT ANY TIME HEREAFTER MAY EXIST UPON IN OR UNDER SAID LANDS AND TO SEVER AND REMOVE THE SAME THEREFROM ALSO THE FULL, FREE AND PERPETUAL RIGHT OF INGRESS TO AND EGRESS FROM AND RIGHT OF WAY UPON AND OVER SAID LANDS PROPER AND NECESSARY FOR THE EXERCISE OF SAID WAY UPON AND OVER SAID LANDS PROPER AND NECESSARY FOR THE EXERCISE OF SAID RIGHTS SO RESERVED, INCLUDING AS WELL, RIGHT OF WAY FOR ROADS AS FOR DITCHES AND PIPELINES FOR THE CONVEYANCE OF WATER NECESSARY FOR Resolution No. 2021-4004 Page 17 Estoppel Certificate Page A-3 DMEAST #44227435 v1 SAID WORKS, AND OF OIL, PETROLEUM AND OTHER KINDRED LIQUID SUBSTANCES AND GASES; ALSO, ALL SHAFTS, WELLS, DERRICKS, HOISTING WORKS, TANKS, DUMPS, ENGINES, PUMPS AND ALL OTHER SHAFTS, WELLS, DERRICKS, HOISTING WORKS, TANKS, DUMPS, ENGINES, PUMPS AND ALL OTHER NECESSARY MACHINERY; ALSO FOR THE HOUSES, BUILDINGS AND STRUCTURES OF EVERY KIND NECESSARY OR PROPER FOR THE SUCCESSFUL EXERCISE OF SAID RIGHTS. ALSO, RESERVING THE RIGHT TO TAKE AND USE AND DEVELOP FOR USE ANY AND ALL WATERS NOW FLOWING, OR THAT MAY HEREAFTER FLOW OR THAT NOW EXIST OR MAY HEREAFTER FLOW OR THAT NOW EXIST OR MAY HEREAFTER EXIST IN, ON OR UPON SAID LANDS SO FAR AS SAID WATERS MAY BE NECESSARY FOR THE CARRYING ON OF ANY OR ALL OF THE ABOVE MENTIONED WORKS, AND THE FULL ENJOYMENT OF THE RIGHTS THEREIN SET FORTH, AS RESERVED BY SIMI LAND AND WATER COMPANY IN DEED RECORDED NOVEMBER 16, 1889 IN BOOK 29, PAGE 314 OF DEEDS; WITHOUT, HOWEVER, THE RIGHT TO ENTER UPON, AND USE SAID LAND ABOVE A DEPTH OF 500 FEET AS TO ALL OF SAID LAND OTHER THAN THOSE PORTIONS OF SAID LAND LYING WITHIN DRILLING ISLANDS 1 THROUGH 5 AS SAID ISLANDS ARE DESCRIBED IN DOCUMENT RECORDED NOVEMBER 26, 1965 IN BOOK 2902, PAGE 450 OF OFFICIAL RECORDS. Resolution No. 2021-4004 Page 18 ATTACHMENT C ADMINISTRATION AGREEMENT (substantial final form) Resolution No. 2021-4004 Page 19 ATTACHMENT C 2021 ADMINISTRATION AGREEMENT by and among CITY OF MOORPARK, AS CITY and WOLF & COMPANY INC. as PROGRAM ADMINISTRATOR and AUGUSTA COMMUNITIES II LLC AS BORROWER Dated as of MAY 15, 2021 Relating to: VILLA DEL ARROYO MOBILE HOME PARK Resolution No. 2021-4004 Page 20 ATTACHMENT C 1 ADMINISTRATION AGREEMENT THIS ADMINISTRATION AGREEMENT (the “Administration Agreement”) is made and entered into as of May 15, 2021, by and among the City of Moorpark (the “City”), Augusta Communities II LLC (the “Borrower”), and Wolf & Company Inc., (the “Administrator”). RECITALS: 1. The City previously issued its City of Moorpark Mobile Home Park Revenue Bonds (Villa Del Arroyo) Series 2011A and Series 2011B-T (together, the “2011 Bonds”) pursuant to an Indenture dated as of May 1, 2011 by and between the City and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”), the proceeds of which were loaned to the Borrower pursuant to a Loan Agreement dated as of May 1, 2011 (the “Loan” and the “Loan Agreement”) by and among the City, the Trustee and the Villa Del Arroyo Moorpark LLC (“VDA”), to refinance the Project. 2. In connection with the issuance of the 2011 Bonds, the City, VDA, and the Trustee entered into an Amended and Restated Regulatory Agreement and Declaration of Restrictive Covenants dated as of May 1, 2011 (the “Regulatory Agreement”), recorded on May 27, 2011 as Instrument No. 20110527-00080988-0 of Official Records of Ventura County. 3. In connection with the financing of the Project and entrance into the Regulatory Agreement, VDA, the City and the Administrator entered into an Administration and Oversight Agreement dated as of May 1, 2011 (the “Administration and Oversight Agreement”). 4. VDA has notified the City that on or about May 15, 2021 it will cause prepayment of Loan, and in turn, optional redemption of all the then-outstanding 2011 Bonds, and in connection therewith all of the Project will be transferred to an affiliated entity, Augusta Communities II LLC (i.e., the Borrower). 5. Pursuant to the Assignment and Assumption of Regulatory Agreement and Administration Agreement, the the Borrower has assumed the duties and obligations of VDA under the Administration and Oversight Agreement. 6. The City and Borrower desires to appoint Wolf & Company, Inc., as Program Administrator (the “Administrator”) under the Regulatory Agreement to monitor the income levels of the residents of the Qualified Spaces (as defined in the Regulatory Agreement) and to carry out the duties of the Administrator set forth in the Regulatory Agreement; and 7. Wolf & Company, Inc., represents that it has the necessary experience and expertise required to evaluate whether the Project complies with the requirements set forth in the Regulatory Agreement. NOW, THEREFORE, in consideration of the premises and respective representations and covenants herein contained, the parties hereto agree as follows: Resolution No. 2021-4004 Page 21 2 ARTICLE I DEFINITIONS AND INTERPRETATION 1.1. Definitions of Terms. All capitalized terms used in this Administration Agreement and not otherwise defined herein shall have the respective meanings given to them in the Regulatory Agreement. The City and the Borrower agree that, from and after the effective date of this Agreement and until the termination hereof, all references in the Regulatory Agreement to “Administration Agreement” shall mean this Agreement. 1.2. Article and Section Headings. The heading or titles of the several articles and sections hereof shall be solely for the convenience of reference and shall not affect the meaning, construction or effect of the provisions hereof. 1.3. Interpretation. The singular form of any word used herein, including terms defined in the Regulatory Agreement, shall include the plural and vice versa, if applicable. The use of a word of any gender shall include all genders, if applicable. ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1. Representations of the City. The City makes the following representations: (a) It is a municipal corporation, duly organized and existing under the Constitution and laws of the State. (b) It has the power to execute and deliver this Administration Agreement and to carry out the transactions on its part contemplated hereby; and it has duly authorized the execution, delivery and performance of this Administration Agreement. 2.2. Representations and Warranties of Augusta Communities. Borrower makes the following representations and warranties: (a) It has power and authority to own its properties and carry on its business as now being conducted, and is duly qualified to do such business wherever such qualification is required, including the State of California. (b) It has the power to execute and deliver this Administration Agreement and to carry out the transactions on its part contemplated hereby; and it has duly authorized the execution, delivery and performance of this Administration Agreement. (c) The Administrator is independent from and not under the control of the Borrower, does not have any substantial interest, direct or indirect, in the Borrower, and is not an officer or employee of the Borrower. Resolution No. 2021-4004 Page 22 3 2.3. Representations and Warranties of the Administrator. The Administrator makes the following representations and warranties: (a) It is a corporation duly organized and in good standing under the laws of the State of California and has the power and authority to carry on its business as now being conducted. (b) It has the power to execute and deliver this Administration Agreement and to carry out the transactions on its part contemplated hereby; and it has duly authorized the execution, delivery and performance of this Administration Agreement. (c) It is independent from and not under the control of the Borrower, does not have any substantial interest, direct or indirect, in the Borrower, and is not an officer or employee of the Borrower. (d) It has received a copy of the Regulatory Agreement, and it is familiar with the terms and conditions thereof as the same relate to the Code and the Act. ARTICLE III DUTIES AND COMPENSATION OF THE ADMINISTRATOR 3.1. Duties of Administrator. This Section 3.1 applies to Wolf & Company, Inc., as Administrator and to any successor Administrator. In its capacity as Administrator hereunder, for and on behalf of the City and Borrower, to perform the following duties in a careful and timely manner, to the highest standards of its profession: (a) It will be familiar with and will give written notice to the Borrower within ten days of the publication by the Department of Housing and Urban Development of any change in: (i) The Median Income for the Area; and (ii) The maximum income at which households consisting of various numbers of persons may be determined to be Qualified Residents under the terms of the Regulatory Agreement; and (iii) The maximum allowable rents under each applicable provision of Section 4 of the Regulatory Agreement; and (iv) The maximum income at which households consisting of various numbers of persons may be determined to be Very Low Income Residents or Lower Income Residents, under the terms of the Regulatory Agreement. (b) Promptly following its receipt thereof, it will review the Income Certifications, Certificates of Continuing Program Compliance, and all other reports and certificates furnished to it pursuant to the Regulatory Agreement in order to determine that each such document is complete and to verify the internal accuracy of the calculations, and conclusions with respect to such calculations, set forth therein, including the conclusion that the Qualified Spaces have been rented as specified by the terms of the Regulatory Agreement; and it will maintain such documents on file and open to the inspection by the Borrower during the term of the Regulatory Agreement. Resolution No. 2021-4004 Page 23 4 (c) Promptly upon receipt, it will review the form of application and lease with respect to the Qualified Spaces to verify compliance with the provisions of the Regulatory Agreement. (d) Promptly upon determining that any report or certificate submitted to it pursuant to the Regulatory Agreement is inaccurate or incomplete the Administrator shall: (i) If the inaccuracy or lack of completeness does not cause the Project to cease to meet the qualifications set forth in Section 3 or 4 of the Regulatory Agreement, give notice of such inaccuracy or lack of completeness to the Borrower and direct the Borrower to correct or complete the same, as the case may be, within a 30-day period, subject to extension in the sole discretion of the Administrator; and (ii) If the inaccuracy or lack of completeness is not corrected within thirty (30) days or if the inaccuracy or lack of completeness causes the Project to cease to meet the qualification set forth in Section 3 or 4 of the Regulatory Agreement, immediately give written notice of said fact to the City and the Borrower. (e) In the event that the Borrower fails to file with the Administrator any report, certification (including, in particular, the certification to the Secretary of the Treasury required by Section 4(e) of the Regulatory Agreement) (form 8703 each March) or other document required pursuant to the Regulatory Agreement within the time set forth in the Regulatory Agreement as applicable, the Administrator shall immediately give written notice of that fact to the City and the Borrower. (f) On behalf of the City, the Administrator shall, at least annually and whenever requested by the City, audit the survey of the tenants of the Qualified Spaces with respect to income levels, household sizes and such other information as the Authority may specify, and all as further required under Section 4 of the Regulatory Agreement. Based on such information, the City shall determine compliance with the affordability requirements under the Act and the Code. In the event of any noncompliance the Administrator shall notify the City as to the nature and extent of the noncompliance and the Administrator shall suggest alternatives for bringing the Qualified Spaces into compliance. 3.2. Compensation. For its services as Administrator, Wolf & Company, Inc. shall be paid $2,000 annually payable by the Borrower in equal quarterly installments commencing June 1, 2021. The fee of the Administrator shall be paid to the Administrator by the Borrower upon receipt by the Borrower of an invoice from the Administrator. If the Administrator provides services outside the scope of this Agreement, as requested in writing by the City or Borrower, the compensation shall be paid at the then prevailing fee schedule of the Administrator. ARTICLE IV TERM 4.1. Term of Agreement. Unless sooner terminated pursuant to the provisions of Sections 4.2 and 4.3 hereof, this Administration Agreement shall remain in full force and effect for the term of the Regulatory Agreement. Resolution No. 2021-4004 Page 24 5 4.2. Termination. At its sole discretion, the City may terminate this Administration Agreement upon giving the Administrator and the Borrower thirty (30) days written notice of its intention to do so. This Administration Agreement may be terminated in whole or in part only as to the services described in Section 3.1, whereupon a partial fee for the services not terminated will be agreed upon by the parties and memorialized in an amendment hereto. 4.3. Resignation of Administrator. With the written consent of the City, the Administrator may resign from its position and terminate this Administration Agreement by giving the other parties hereto ninety (90) days written notice of its intention to do so. ARTICLE V MISCELLANEOUS PROVISIONS 5.1. Execution in Counterparts. This Administration Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. 5.2. Business Days. If any action is required to be taken hereunder on a date which falls on other than a Business Day, such action shall be taken on the next succeeding Business Day. 5.3. Governing Law. This Administration Agreement shall be construed in accordance with the laws of the State of California and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. 5.4. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, addressed to the appropriate Notice Address set forth in the Regulatory Agreement. The Notice Address of the Administrator is: Wolf & Company Inc, 560 East Commercial Street, Suite 16, Pomona, CA 91767., Attention: Wesley R. Wolf. Resolution No. 2021-4004 Page 25 IN WITNESS WHEREOF, the parties hereto have caused this Administration Agreement to be executed on their behalf by their duly authorized representatives, all as of the date hereinabove written. CITY OF MOORPARK By: Troy Brown City Manager AUGUSTA COMMUNITIES II LLC, a California limited liability company By: AUGUSTA HOMES, a California nonprofit public benefit corporation, its sole member By: Suzanne Taylor Executive Director WOLF & COMPANY INC., as Administrator By: ______________________________________ Wesley R. Wolf Resolution No. 2021-4004 Page 26 ATTACHMENT D AGREEMENT REGARDING RECORDING OF EASEMENT AND COVENANT AND WATER DRAINAGE ISSUES (substantial final form) Resolution No. 2021-4004 Page 27 DRAFT 12853-0014\2518564v7.doc -1- RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: City of Moorpark 799 Moorpark Avenue Moorpark, California 93021 Attn: City Clerk with a copy to: Villa Del Arroyo Moorpark, LLC c/o Augusta Homes 400 N. Mountain Avenue, Suite 205 Upland, CA 91786 Attn: Suzanne Taylor Exempt recording per Government Code Sec. 6103 SPACE ABOVE THIS LINE FOR RECORDER'S USE AGREEMENT REGARDING RECORDING OF EASEMENT AND COVENANT, AND WATER DRAINAGE ISSUES This AGREEMENT REGARDING RECORDING OF EASEMENT AND COVENANT, AND WATER DRAINAGE ISSUES (the “Agreement”) is dated as of _________, 2021, and is entered into by and between VILLA DEL ARROYO MOORPARK, LLC, a California limited liability company (together with its successors-in-interest, “VDA”), and the CITY OF MOORPARK, a municipal corporation (the “City”). RECITALS A. VDA owns the Villa Del Arroyo Mobilehome Park (“Park”) which is located on the land described in Exhibit “A”. B. The City and Villa Del Arroyo Mobilehome Park, a California limited liability partnership (predecessor-in-interest to VDA with respect to the Villa Del Arroyo Mobilehome Park) entered into a Settlement Agreement in 2000 (“Settlement Agreement”). Section 8 of the Settlement Agreement contemplated the recording of an easement in favor of City (“Easement”) and Section 10 of the Settlement Agreement contemplated the recording of a Water Flowage Covenant in favor of City (“Covenant”); however, neither the Easement nor the Covenant has been recorded. C. The Settlement Agreement requires, among other things, that the owner of the Park maintain the Park storm drains so that the water flowing from the City’s culvert under Old Los Angeles Avenue (currently Arroyo Drive) at the main entrance to the Park will flow through the Park’s storm drains. Storm water drainage issues exist through and around the Park, including water inlets from areas to the north, crossing beneath and through the City’s storm drain inlets on City right of way under Arroyo Drive continuing through the Park’s storm drain system and exiting into the Arroyo Simi south of the Park. Resolution No. 2021-4004 Page 28 ATTACHMENT D 12853-0014\2518564v8.doc -2- D.In order to address possible storm drain and storm water runoff issues affecting the City and the Park, the City and VDA now desire to enter into and record this Agreement in order to provide for (i) the execution by VDA and recording of the Easement and Water Flowage Covenant in the forms attached hereto as Exhibits “B” and “C”, respectively; (ii) a peer review of water drainage issues described in an existing water drainage report, and payment for such review; (iii) discussions among the City, VDA and other interested entities in connection with the water drainage issues; and (iv) design of solutions for the water drainage issues, and payments for such design/plans. AGREEMENT 1. Recordable Docs Contemplated by Settlement Agreement. Concurrently with its execution and delivery of a counterpart original of this Agreement (duly executed by VDA and acknowledged), VDA shall also deliver counterpart originals of the Easement and the Covenant in the forms attached hereto as Exhibits “B” and “C”, duly executed by VDA and acknowledged. Upon execution of this Agreement by the City and VDA, VDA will cause this Agreement, the Easement and the Covenant (with a Certificate of Acceptance included with the Easement) (collectively, the “Documents”) to be recorded with the at the office of the Ventura County Recorder. In the event that the Ventura County Recorder does not accept the Easement, the Covenant or both for recordation for any reason, it shall not affect the recordation of the other Documents, and the City and VDA (and any successor-in-interest) shall cooperate in good faith to make modifications to the Easement, the Covenant or both, as applicable, to conform to the Ventura County Recorder’s requirements, and resubmit such modified Document(s) for recordation as soon as practicable. 2. VDA Deposit for City Study/Report; Matching Funds from City. On or before August 1, 2021, VDA shall deposit with City the sum of $50,000.00 (the “Deposit”) which will be deposited by City into a separate account in the City’s records and used by City, together with matching City funds (on a dollar by dollar basis, up to a total contribution by City of $50,000) to engage a consulting engineering firm to prepare a written peer review (“Peer Review”) of alternatives examined by Jensen Design & Survey, Inc. in June 2002 that analyzed water inlets beginning in the City right-of-way, the areas beneath the Park, and the water outlets in the Arroyo Simi under the jurisdiction of the Ventura County Watershed Protection District (“VCWPD,” formerly Ventura County Flood Control District) (and evaluated solutions to provide relief to the silting and drainage issues. The peer review shall be completed within 36 months of receipt of the deposit. It is intended that the Peer Review recommend a scope of work for the repair and physical improvement to the on-site and offsite storm drain systems so that the systems can adequately accommodate anticipated storm drain flows through the Park and City systems. Upon completion of the Peer Review and delivery of it to City, City will deliver a copy of Peer Review: (i) to VDA by overnight messenger service (such as Federal Express); (ii) to the California Department of Transportation (“Caltrans”); and (iii) to the VCWPD. City shall hold its $50,000 of matching funds in a separate fund at City created exclusively for this Agreement and shall provide VDA with evidence thereof (and of any sums expended from it) within five (5) business days after written request delivered by overnight messenger to the City Manager. If any portion of the Deposit by VDA is not required for costs of the Peer Review, the unapplied portion shall be returned to VDA. Resolution No. 2021-4004 Page 29 12853-0014\2518564v8.doc -3- 3.Meetings/Calls. After the deliveries of the Peer Review to VDA, Caltrans and VCWPD, City shall arrange for four (4) meetings or conference calls among (i.e., involving all of) VDA, City, Caltrans, and VCWPD in order to discuss and determine a reasonable scope of improvement work that will facilitate storm drain and storm water runoff and flowage in the Park and any related City storm drain system or improvements or watershed management improvements. VDA and City shall reasonably cooperate with the scheduling of such calls and shall participate therein. 4.Engineering Plans for Agreed Improvements. After tentative nonbinding agreement among VDA, Caltrans, City and VCWPD with respect to the scope of improvements, and within ten (10) business days after written request of City (delivered by overnight messenger to VDA), VDA shall deposit with City the sum of $30,000.00 (the “Additional Deposit”) which will be deposited by City into a separate account in the City’s records and used by City, together with matching City funds (on a dollar by dollar basis, up to a total contribution by City of $30,000) to engage a consulting engineering firm to provide engineering plans and drawings for the repair and improvement work recommended by the Storm Drain Study. City shall hold its $30,000 of matching funds in a separate fund at City created exclusively for this Agreement and shall provide VDA with evidence thereof (and of any sums expended from it) within five (5) business days after written request delivered by overnight messenger to the City Manager. If any portion of the Additional Deposit by VDA is not required for costs of the Peer Review, the unapplied portion shall be returned to VDA. 5. Mutual Liquidated Damages. If VDA or City does not timely comply with its obligations under this Agreement, and fails to cure noncompliance within ten (10) days after written notice from the other party (delivered by overnight messenger), then the defaulting party shall pay to the other party, as liquidated damages for such failure or failures to comply, the sum of One Thousand Six Hundred Sixty-six Dollars ($1,666.00) per month, prorated for any partial month, and payable on or before the first business day of each calendar month, until such failure(s) are cured, as the sole remedy for such failure(s); provided that the liquidated damages payable for a failure (or failures, if occurring concurrently) shall not exceed the cap of $100,000. In that regard, VDA and City agree as follows: IF VDA OR CITY FAILS TO COMPLY WITH ITS OBLIGATIONS, THE OTHER PARTY WILL BE DAMAGED AND WILL BE ENTITLED TO COMPENSATION FOR THOSE DAMAGES, BUT SUCH DAMAGES WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. EACH PARTY DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH IT MIGHT BE LIABLE SHOULD IT BREACH THIS AGREEMENT AND LIMIT THE RISK OF DISPUTE OVER SUCH AMOUNT. CONSEQUENTLY, UPON ANY SUCH FAILURE NOT CURED WITHIN THE CURE PERIOD SET FORTH ABOVE, SUCH MONTHLY SUM SHALL BE DEEMED TO CONSTITUTE A REASONABLE AND FINAL ESTIMATE OF MONTHLY DAMAGES AND SHALL BE PAID TO THE PARTY NOT IN DEFAULT AS LIQUIDATED DAMAGES AS SUCH PARTY’S SOLE AND EXCLUSIVE REMEDY (WHICH MAY BE ENFORCED BY SUIT). VDA AND CITY ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THE FOREGOING AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Resolution No. 2021-4004 Page 30 12853-0014\2518564v8.doc -4- THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES PAYABLE TO THE NON-DEFAULTING PARTY PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. CITY INITIALS VDA INITIALS 6.Recording of Agreement; VDA Representation re Liens. VDA and City acknowledge and agree that each party shall deliver counterpart originals of this duly executed Agreement to the escrow for VDA’s refinancing, with instructions that this Agreement be recorded prior to any conveyance of the Park by VDA to a new single asset entity borrower for the refinancing, and prior to the deed of trust of the refinancing lender. VDA represents and warrants that upon the closing of its refinancing of indebtedness currently secured by a first lien deed of trust on the Park, no deeds of trust or other liens (except liens for property taxes and assessments not yet due) encumber the Park which would, if foreclosed, extinguish or terminate this Agreement. 7.Time of Essence. Time is of the essence of every provision hereof in which time is a factor. 8.Runs with Land; Binding on Successors-in-Interest. This Agreement shall bind VDA and the Park and VDA’s successors, assigns and successors-in-interest to all or any portion of or interest in the Park, except for lessees who lease space in the Park pursuant to written leases with VDA or its successors-in-interest. “PARK”: VILLA DEL ARROYO MOORPARK, LLC, a California limited liability company By: AUGUSTA HOMES, a California nonprofit public benefit corporation, its sole member By: Suzanne Taylor Executive Director “CITY”: CITY OF MOORPARK, a municipal corporation By: Troy Brown City Manager Approved as to Form: Kevin Ennis, City Attorney Resolution No. 2021-4004 Page 31 12853-0014\2518564v7.doc -5- State of California ) County of Ventura ) On _________________________, 2021, before me, , (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. Resolution No. 2021-4004 Page 32 12853-0014\2518564v7.doc -6- State of California ) County of Ventura ) On _________________________, 2021, before me, , (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. Resolution No. 2021-4004 Page 33 DRAFT 12853-0014\2518564v7.doc A-1- EXHIBIT “A” LEGAL DESCRIPTION The land in the City of Moorpark, County of Ventura, State of California, described as follows: THAT PORTION OF TRACT "J" OF RANCHO SIMI, IN THE CITY OF MOORPARK, COUNTY OF VENTURA, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 3, PAGE 7 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE OF LOS ANGELES AVENUE (60) FEET WIDE DESCRIBED AS PARCEL 1 PER DEED TO VENTURA COUNTY RECORDED IN BOOK 319, PAGE 181 OF OFFICIAL RECORDS. SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 1322.467 FEET, A RADIAL LINE TO SAID POINT BEARS SOUTH 12° 34' 29" EAST 35 FEET FROM A POINT ON THE CENTERLINE OF LOS ANGELES AVENUE BEING THE POINT OF BEGINNING OF A STRIP OF LAND AS DESCRIBED IN SAID PARCEL 1; THENCE ALONG THE SOUTHERLY LINE OF LOS ANGELES AVENUE AND SAID ABOVE MENTIONED CURVE, 1ST: EASTERLY, THROUGH A CENTRAL ANGLE OF 40° 53' 24" AN ARC DISTANCE OF 943.80 FEET TO THE BEGINNING OF A TAPER ONE-HALF CURVE CONCAVE SOUTHWESTERLY; THENCE ALONG SAID CURVE, 2ND: SOUTHEASTERLY 432.73 FEET; THENCE TANGENT TO SAID CURVE, 3RD: SOUTH 52° 41' 05" EAST 716.27 FEET TO THE BEGINNING OF A TAPER ONE- HALF CURVE CONCAVE NORTHEASTERLY; THENCE, ALONG SAID CURVE, 4TH: SOUTHEASTERLY 214.03 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2974.825 FEET; THENCE ALONG SAID CURVE, 5TH: SOUTHEASTERLY THROUGH A CENTRAL ANGLE OF 13° 39' 58" AN ARC DISTANCE OF 709.55 FEET TO THE BEGINNING OF A TAPER ONE-HALF CURVE CONCAVE NORTHEASTERLY; THENCE ALONG SAID CURVE, 6TH: SOUTHEASTERLY 214.03 FEET; THENCE, TANGENT TO SAID CURVE, 7TH: SOUTH 70° 33' 03" EAST 917.09 FEET TO A POINT IN THE EASTERLY LINE OF THE PROPERTY AS SHOWN ON RECORD OF SURVEY, MAP FILED IN BOOK 34, PAGE 18 AND 19 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; SAID POINT BEING NORTH 0° 05' 18" WEST 47.36 FEET FROM THE SOUTHEAST CORNER OF SAID RECORD OF SURVEY; THENCE SOUTHERLY ALONG SAID EASTERLY LINE, 8TH: SOUTH 0° 05' 18" EAST 47.36 FEET TO THE SOUTHEAST CORNER OF SAID RECORD OF SURVEY, SAID POINT ALSO BEING THE NORTHWEST CORNER OF Resolution No. 2021-4004 Page 34 12853-0014\2518564v7.doc A-2- LAND CONVEYED TO ORTA EDWARD KUHN AS RECITED IN BOOK 708, PAGE 294 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE SOUTHERLY LINE OF SAID RECORD OF SURVEY, SAID LINE ALSO BEING THE SOUTHERLY LINE OF TRACT "J" AS PER MAP RECORDED IN BOOK 3 PAGE 7 OF MAPS IN THE OFFICE OF SAID COUNTY RECORDER, THE FOLLOWING COURSES AND DISTANCES, 9TH: NORTH 70° 52' 58" WEST 268.63 FEET; THENCE, 10TH: SOUTH 78° 56' 35" WEST, 1093.63 FEET; THENCE, 11TH: NORTH 79° 07' 18" WEST, 1772.24 FEET; THENCE, 12TH: NORTH 22° 00' 15" WEST, 949.41 FEET; THENCE, 13TH: NORTH 73° 37' 09" WEST 1211.67 FEET TO A POINT IN THE SOUTHERLY LINE OF SOUTHERN PACIFIC RAILROAD RIGHT OF WAY (100) FEET WIDE AS SHOWN ON SAID RECORD OF SURVEY; THENCE LEAVING THE SOUTHERLY LINE OF SAID RECORD OF SURVEY AND SOUTHERLY LINE OF TRACT "J" ALONG SAID SOUTHERLY LINE OF SOUTHERN PACIFIC RAILROAD RIGHT OF WAY; 14TH: NORTH 68° 25' 31" EAST 485.30 FEET TO THE BEGINNING OF A TAPER ONE- HALF CURVE CONCAVE SOUTHERLY; THENCE ALONG SAID CURVE, 15TH: EASTERLY 394.50 FEET TO A POINT IN THE SOUTHERLY LINE OF LOS ANGELES AVENUE, A RADIAL TO SAID POINT BEARS NORTH 14° 22' 20" WEST; THENCE LEAVING SAID CURVE BEING THE SOUTHERLY LINE OF SOUTHERN PACIFIC RAILROAD RIGHT OF WAY ALONG THE SOUTHERLY LINE OF LOS ANGELES AVENUE AS DESCRIBED IN SAID PARCEL 1, 16TH: SOUTH 47° 43' 24" EAST 60.29 FEET TO A POINT IN A TAPER ONE-HALF CURVE CONCAVE SOUTHERLY; A RADIAL TO SAID POINT BEARS NORTH 13° 05' 36" WEST, A RADIUS OF 1427.956 FEET; THENCE ALONG SAID CURVE, 17TH: EASTERLY 12.92 FEET; THENCE LEAVING SAID CURVE, 18TH: SOUTH 12° 34' 29" EAST, 10.00 FEET TO THE POINT OF BEGINNING. EXCEPT FROM THE ABOVE DESCRIBED PARCEL THAT PORTION DESCRIBED AS TRACTS 1, 3 AND 13 OF THE FINAL ORDER OF CONDEMNATION, A CERTIFIED COPY OF WHICH WAS RECORDED AUGUST 31, 1966 IN BOOK 3037, PAGE 247 OF OFFICIAL RECORDS. ALSO EXCEPT FROM THE ABOVE DESCRIBED PARCEL THAT PORTION DESCRIBED AS ESTATE 1 (PARCELS A AND B) IN THE DEED TO VENTURA COUNTY FLOOD CONTROL DISTRICT RECORDED JULY 21, 1977 IN BOOK 4901, PAGE 928 OF OFFICIAL RECORDS. Resolution No. 2021-4004 Page 35 12853-0014\2518564v7.doc A-3- ALSO EXCEPT THAT PORTION DESCRIBED IN THE DEED TO VENTURA COUNTY FLOOD CONTROL DISTRICT, RECORDED FEBRUARY 24, 1978 IN BOOK 5061, PAGE 906 OF OFFICIAL RECORDS. ALSO EXCEPT THAT PORTION DESCRIBED IN THE DEED TO VENTURA COUNTY FLOOD CONTROL DISTRICT, RECORDED OCTOBER 24, 1978 IN BOOK 5242, PAGE 524 OF OFFICIAL RECORDS. ALSO EXCEPT ALL THE COAL, LIGNITE, COAL OIL, PETROLEUM, NAPHTHA, ASPHALT, MALTHA, BREA, NATURAL GAS, AND ALL KINDRED OR SIMILAR MINERALS OR MINERAL SUBSTANCES WHICH NOW EXIST OR AT ANY TIME HEREAFTER MAY EXIST UPON IN OR UNDER SAID LANDS AND TO SEVER AND REMOVE THE SAME THEREFROM ALSO THE FULL, FREE AND PERPETUAL RIGHT OF INGRESS TO AND EGRESS FROM AND RIGHT OF WAY UPON AND OVER SAID LANDS PROPER AND NECESSARY FOR THE EXERCISE OF SAID WAY UPON AND OVER SAID LANDS PROPER AND NECESSARY FOR THE EXERCISE OF SAID RIGHTS SO RESERVED, INCLUDING AS WELL, RIGHT OF WAY FOR ROADS AS FOR DITCHES AND PIPELINES FOR THE CONVEYANCE OF WATER NECESSARY FOR SAID WORKS, AND OF OIL, PETROLEUM AND OTHER KINDRED LIQUID SUBSTANCES AND GASES; ALSO, ALL SHAFTS, WELLS, DERRICKS, HOISTING WORKS, TANKS, DUMPS, ENGINES, PUMPS AND ALL OTHER SHAFTS, WELLS, DERRICKS, HOISTING WORKS, TANKS, DUMPS, ENGINES, PUMPS AND ALL OTHER NECESSARY MACHINERY; ALSO FOR THE HOUSES, BUILDINGS AND STRUCTURES OF EVERY KIND NECESSARY OR PROPER FOR THE SUCCESSFUL EXERCISE OF SAID RIGHTS. ALSO, RESERVING THE RIGHT TO TAKE AND USE AND DEVELOP FOR USE ANY AND ALL WATERS NOW FLOWING, OR THAT MAY HEREAFTER FLOW OR THAT NOW EXIST OR MAY HEREAFTER FLOW OR THAT NOW EXIST OR MAY HEREAFTER EXIST IN, ON OR UPON SAID LANDS SO FAR AS SAID WATERS MAY BE NECESSARY FOR THE CARRYING ON OF ANY OR ALL OF THE ABOVE MENTIONED WORKS, AND THE FULL ENJOYMENT OF THE RIGHTS THEREIN SET FORTH, AS RESERVED BY SIMI LAND AND WATER COMPANY IN DEED RECORDED NOVEMBER 16, 1889 IN BOOK 29, PAGE 314 OF DEEDS; WITHOUT, HOWEVER, THE RIGHT TO ENTER UPON, AND USE SAID LAND ABOVE A DEPTH OF 500 FEET AS TO ALL OF SAID LAND OTHER THAN THOSE PORTIONS OF SAID LAND LYING WITHIN DRILLING ISLANDS 1 THROUGH 5 AS SAID ISLANDS ARE DESCRIBED IN DOCUMENT RECORDED NOVEMBER 26, 1965 IN BOOK 2902, PAGE 450 OF OFFICIAL RECORDS. APN 500-0-360-305 (Portion) and 500-0-291-035 (Portion) Resolution No. 2021-4004 Page 36 DRAFT 12853-0014\2518564v7.doc B-1- EXHIBIT “B” FORM OF EASEMENT (Attached.) Resolution No. 2021-4004 Page 37 12853-0001\2518571v2.doc -1- RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Moorpark 799 Moorpark Avenue Moorpark, California 93021 Attn: City Clerk with a copy to: Villa Del Arroyo Moorpark, LLC c/o Augusta Homes 400 N. Mountain Avenue, Suite 205 Upland, CA 91786 Attn: Suzanne Taylor SPACE ABOVE THIS LINE FOR RECORDER’S USE This Document is recorded for the benefit of the City of Moorpark and is exempt from recording fees pursuant to Sections 6103, and 27383 of the California Government Code. EASEMENT FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, VILLA DEL ARROYO MOORPARK, LLC, a California limited liability company (hereafter "PARK"), hereby GRANTS to the CITY OF MOORPARK, a municipal corporation (hereafter "CITY") an easement, running with the land and inuring to the benefit of and to be binding upon all successors-in-interest, heirs, and assigns of the PARK and the CITY, of ingress and egress and of access to the manhole at the main entrance of the PARK (depicted and marked "Manhole" on Attachment "A") for the purpose of maintaining, repairing, renewing, rebuilding, replacing, cleaning and activities incident thereto, and to place thereon, in connection with any of the aforesaid uses, equipment, implements, tools, machinery, material and supplies, along, upon, across and under that portion of the PARK'S Property, described as follows: Portion of Tract "J" of Rancho Simi, as per map recorded in Book 3, Page 7, of Miscellaneous Records (MAPS) in the office of the County Recorded of Ventura County, County of Ventura, State of California, beginning at the southerly line of Old Los Angeles Avenue, and continuing southwest one hundred (100) feet along the entrance road to the park and from curb to curb, including the curbs, as shown on Attachment "A" to this easement, which attachment is expressly herein incorporated by reference. Resolution No. 2021-4004 Page 38 -2- 12853-0001\2518571v2.doc Date: VILLA DEL ARROYO MOORPARK, LLC, a California limited liability company By: AUGUSTA HOMES, a California nonprofit public benefit corporation, its sole member By: Suzanne Taylor Executive Director Resolution No. 2021-4004 Page 39 -3- 12853-0001\2518571v2.doc CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Ventura ) On _________________________, before me, , (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Resolution No. 2021-4004 Page 40 -4- 12853-0001\2518571v2.doc CERTIFICATE OF ACCEPTANCE (California Government Code Section 27281) This is to certify that the easement conveyed by that certain Easement dated in ____________________, 2021 from VILLA DEL ARROYO MOORPARK, LLC, a California limited liability company, to the City of Moorpark, which is a political corporation, is hereby accepted by the undersigned officer on behalf of the City of Moorpark pursuant to the authority conferred by action of the City of Moorpark on _________, 2021, and the grantee consents to recordation thereof by its duly authorized officer. Dated: City Manager Resolution No. 2021-4004 Page 41 -5- 12853-0001\2518571v2.doc CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Ventura ) On _________________________, before me, , (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Resolution No. 2021-4004 Page 42 12853-0001\2518571v2.doc A-1- ATTACHMENT “A” Resolution No. 2021-4004 Page 43 DRAFT 12853-0014\2518564v7.doc C-1- EXHIBIT “C” FORM OF COVENANT (Attached.) Resolution No. 2021-4004 Page 44 -1- 12853-0001\2518586v2.doc RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Moorpark 799 Moorpark Avenue Moorpark, California 93021 Attn: City Clerk with a copy to: Villa Del Arroyo Moorpark, LLC c/o Augusta Homes 400 N. Mountain Avenue, Suite 205 Upland, CA 91786 Attn: Suzanne Taylor SPACE ABOVE THIS LINE FOR RECORDER’S USE This Document is recorded for the benefit of the City of Moorpark and is exempt from recording fees pursuant to Sections 6103 and 27383 of the California Government Code. WATER FLOWAGE COVENANT FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, VILLA DEL ARROYO MOORPARK, LLC, a California limited liability company (hereafter "PARK"), hereby covenants with the CITY OF MOORPARK, a municipal corporation (hereafter "CITY"), concerning the PARK'S property described as follows: Portion of Tract "J" of Rancho Simi, as per map recorded in Book 3, Page 7, of Miscellaneous Records (MAPS) in the office of the County Recorded of Ventura County, County of Ventura, State of California, beginning at the southerly line of Old Los Angeles Avenue and continuing along, upon, across, and through the storm drain under the entrance road to the park, as shown in Attachment "A" to this covenant, which attachment is expressly herein incorporated by reference, such entrance road and storm drain being further depicted and marked "Entrance Road" and "Storm Drain" as shown in Attachment "B" to this covenant, which attachment is expressly herein incorporated by reference. The PARK agrees and warrants that the PARK (1) shall not interfere with water flowing from the CITY'S box culvert under Old Los Angeles Avenue to which the PARK's storm drain connects at the main entrance to the PARK (hereafter "CULVERT"); (2) shall accept water flowing Resolution No. 2021-4004 Page 45 -2- 12853-0001\2518586v2.doc from the CULVERT; and (3) shall maintain the PARK'S storm drain so that the water flowing from the CULVERT will flow through the PARK'S storm drain. The PARK acknowledges and agrees that nothing in this covenant creates any liability against the CITY in any way arising out of or resulting from the CULVERT. This covenant shall run with the land and shall inure to the benefit of and is binding upon all successors-in-interest, heirs, and assigns of the PARK and the CITY. Date: , 2021 VILLA DEL ARROYO MOORPARK, LLC, a California limited liability company By: AUGUSTA HOMES, a California nonprofit public benefit corporation, its sole member By: Suzanne Taylor Executive Director Date: , 2021 CITY OF MOORPARK By: Troy Brown City Manager Resolution No. 2021-4004 Page 46 -3- 12853-0001\2518586v2.doc CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Ventura ) On _________________________, before me, , (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Resolution No. 2021-4004 Page 47 -4- 12853-0001\2518586v2.doc CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Ventura ) On _________________________, before me, , (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Resolution No. 2021-4004 Page 48 A-1- 12853-0001\2518586v2.doc ATTACHMENT “A” . . - ' . --...... ~ ; .,,.. -.. · .. ' --i .. • '~~-. ,' . . .. !! ~--=-!:1· ~ .. --., =-~· · , ·FM . _ -....,_.~ Resolution No. 2021-4004 Page 49 B-1- 12853-0001\2518586v2.doc ATTACHMENT “B” . ..:: .. -- : -~ ,'/. ~ ,, . . . , · ... Resolution No. 2021-4004 Page 50 B-2- 12853-0001\2518586v2.doc ATTACHMENT “B” -~ .t-'\TA~\£,e,6ib\S.....\.,1Jllll$1tal ~ . U a, J00,1, a,;;o_ Resolution No. 2021-4004 Page 51 Resolution No. 2021-4004 Page 52 STATE OF CALIFORNIA COUNTY OF VENTURA CITY OF MOORPARK ) ) ) ss. I, Ky Spangler, City Clerk of the City of Moorpark, California, do hereby certify under penalty of perjury that the foregoing Resolution No. 2021-4004 was adopted by the City Council of the City of Moorpark at a regular meeting held on the 5th day of May, 2021, and that the same was adopted by the following vote: AYES: NOES: ABSENT: ABSTAIN: Councilmembers Enegren, Groff, Pollock, and Mayor Parvin None Councilmember Castro None WITNESS my hand and the official seal of said City this 5th day of May, 2021. rp{ Ky Spangler, City Clerk (seal)