HomeMy WebLinkAboutAGENDA REPORT 2021 0505 CCSA REG ITEM 09ACITY OF MOORPARK, CALIFORNIA
City Council Meeting
of May 5, 2021
ACTION Approved Staff Recommendation,
including Adoption of Resolution No. 2021-
4004, as Amended. (Roll Call Vote: 4-0,
Councilmember Castro Absent).
BY B. Garza.
A. Consider Resolution 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. Staff Recommendation: Adopt Resolution No. 2021-4004 authorizing the City
Manager to: 1) execute the Agreement Regarding Easement and Covenants, 2)
execute the acknowledgment to the Assignment and Assumption, the Estoppel
Certificate and the 2021 Administration Agreement, subject to final language
approval of the City Manager and City Attorney and the parameters set forth in the
Resolution, and 3) make a finding of exemption under CEQA. (Staff: Troy Brown)
Item: 9.A.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Troy Brown, City Manager
DATE: 05/05/2021 Regular Meeting
SUBJECT: Consider Resolution 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
SUMMARY
It is recommend that the City Council consider adoption of a Resolution which will authorize
the City Manager to:
• execute an Agreement Regarding Recording of Easement and Covenant
and Water Drainage Issues (the “Agreement Regarding Easement and
Covenants”) pertaining to the Villa Del Arroyo Mobile Home Park (the
“Park”), and
• execute certain documents in connection with the refunding of bonds issued
in 2011 for the Park, subject to the parameters set forth in the Resolution
(described below).
BACKGROUND
The Park is a mobile home park located in the City at 15750 Arroyo Drive. The owner of
the Park is Villa Del Arroyo Moorpark, LLC (“Villa Del Arroyo”), a subsidiary of Augusta
Homes, a California nonprofit public benefit corporation (“Augusta Homes”).
2011 Bonds
The City issued bonds in 2000 to assist Villa Del Arroyo with Villa Del Arroyo’s acquisition
and rehabilitation of the Park. Subsequently, the City issued bonds in 2011 to refund the
2000 bonds. In connection with the 2011 bonds, the City entered into:
(i) an Indenture (the “Indenture”) pursuant to which the 2011 bonds were
issued,
Item: 9.A.
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(ii) a Loan Agreement (the “Loan Agreement”), pursuant to which Villa Del
Arroyo is obligated to repay the City in sufficient amounts to cover City’s debt
service payments (principal and interest) on the 2011 bonds,
(iii) an Amended and Restated Regulatory Agreement (the “Regulatory
Agreement”) (Attachment 2), under which Villa Del Arroyo agreed to comply
with certain affordability housing covenants for not less than 30 years from
the date of issuance of the 2000 bonds (i.e., 2030),
(iv) an Administration Agreement (the “2011 Administration Agreement”),
pursuant to which the City and Villa Del Arroyo agreed to retain Urban
Futures Incorporated to serve as the “Administrator” for certain monitoring
duties and provision of reports relating to Villa Del Arroyo’s compliance under
the Regulatory Agreement.
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.
Villa Del Arroyo has informed the City that it contemplates such a prepayment, which will
cause the redemption of all remaining outstanding 2011 bonds. In connection with this
refunding, Villa Del Arroyo contemplates assigning all of its rights, title and interests in the
Park to another affiliate of Augusta Homes, called Augusta Communities II, LLC (the “New
Owner”). 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.
2000 Settlement Agreement; Drainage Issues
Around the time of, but before, the issuance of 2000 bonds, the City and Villa Del Arroyo
Mobilehome Park, Ltd. (predecessor-in-interest to Villa Del Arroyo), entered into a
Settlement Agreement pertaining to a civil action with regard to the storm drains underlying
the Park. Under the Settlement Agreement, 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.
Certain storm drainage issues remain around the Park. Although maintenance within the
parks system has occurred, no improvements to the inlet areas north of Arroyo Drive in City
right-of-way, or the outlet area within the arroyo have occurred. The City and Villa Del
Arroyo have been in negotiations regarding development of long-term solutions to these
issues.
DISCUSSION
Agreement Regarding Recording of Easement and Covenant and Water Drainage
Issues
The Agreement Regarding Easement and Covenants has been prepared pursuant to the
negotiation between City staff and Villa Del Arroyo about the storm drain issues. It is
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intended that this agreement will run with the land and bind subsequent owner(s) of the
Park. Therefore, it should be executed and recorded before the transfer of the Park by Villa
Del Arroyo to the New Owner.
The agreement will provide as follows:
• The Park’s owner will contribute up to $50,000 (with the City making a
matching contribution of up to $50,000) for a review by a consulting
engineering firm (the “Peer Review”). It is intended that the Peer Review will
recommend a scope of work, so that the storm drain system can adequately
accommodate anticipated storm drain flows through the Park’s and the City’s
systems.
• The City will share copies of the Peer Review with the Park’s owner, the
California Department of Transportation (“CalTrans”) and the Ventura
County Watershed Protection District (“Flood Control District”), and arrange
subsequent meetings among the City, the Park’s Owner, CalTrans and Flood
Control District.
• After a tentative nonbinding agreement among the City, the Park’s Owner,
CalTrans and Flood Control District, the Park’s owner will contribute up to
$30,000 (with the City making a matching contribution of up to $30,000) for
the engagement of a consulting engineering firm to provide engineering plans
and drawings for the repair and improvement work.
The agreement will contain a liquidated damages provision, applicable to both parties. If a
party -- the Park’s Owner or the City -- does not timely comply with its obligations under the
agreement, and fails to cure the noncompliance within 10 days after written notice from the
other party, then the defaulting party will pay, as liquidated damages, $1,666.00 per month
(prorated for any partial month) to the other party until such failure is cured.
Documents Related to Refinancing
In connection with the transfer of the Park to the New Owner and the refinancing, the City
has been requested to execute and deliver: (i) an acknowledgment to an Assignment and
Assumption of Regulatory Agreement and Administration Agreement (the “Assignment
and Assumption”), by and between Villa Del Arroyo and the New Owner, (ii) a Regulatory
Agreement Estoppel Certificate (the “Estoppel Certificate”), and (iii) a new Administration
Agreement (the “2021 Administration Agreement”), pursuant to which Wolf & Company,
Inc. will serve as the new Administrator. The New Owner, and not the City, will be
responsible for paying the compensation of the Administrator.
Pursuant to the Regulatory Agreement, Villa Del Arroyo’s transfer of the Park to the New
Owner is subject to the prior written consent of the City and satisfaction of certain other
conditions precedent set forth in Section 10 of the Regulatory Agreement.
Staff recommends that the City Council authorize the City Manager to sign the
acknowledgment to the Assignment and Assumption, the Estoppel Certificate and the 2021
Administration Agreement, contingent upon: (i) the City Manager’s receipt of evidence that
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the Agreement Regarding Easement and Covenants will be recorded before 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 the conditions precedent set forth in
Section 10 of the Regulatory Agreement to the transfer of the Park to the New Owner have
been satisfied.
ENVIRONMENTAL REVIEW
Adoption of 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.
FISCAL IMPACT
There is no negative fiscal impact to the City. The Agreement Regarding Easement and
Covenants will require the Park’s owner to contribute funds for a City study of the drainage
issues and the cost of engineering plans to solve the issues. Debt service payments on the
2011 bonds have been covered by the Villa Del Arroyo’s payments under the Loan
Agreement. Therefore, the refunding of the 2011 bonds will not have an impact on City
finances.
COUNCIL GOAL COMPLIANCE
This action is consistent with City Council Strategy 3, Goal 4: “Reduced costs through
efficiencies” and Strategy 5, Goal 2: “Promote sustainability, environmental protection, flood
control capacities through City efforts and strategic partnerships.”
STAFF RECOMMENDATION
Adopt Resolution No. 2021-____authorizing the City Manager to: 1) execute the Agreement
Regarding Easement and Covenants, 2) execute the acknowledgment to the Assignment
and Assumption, the Estoppel Certificate and the 2021 Administration Agreement, subject
to final language approval of the City Manager and City Attorney and the parameters set
forth in the Resolution, and 3) make a finding of exemption under CEQA.
Attachment 1: Resolution No. 2021-____
Attachment 2: Amended and Restated Regulatory Agreement and Declaration of
Restrictive Covenants
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ATTACHMENT 1
RESOLUTION NO. 2021-____
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
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Resolution No. 2021-____
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
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Resolution No. 2021-____
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.
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Resolution No. 2021-____
Page 4
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.
________________________________
Janice S. Parvin, Mayor
ATTEST:
___________________________________
Ky Spangler, City Clerk
Attachment A: Assignment and Assumption of Regulatory Agreement and
Administration Agreement
Attachment B: Regulatory Agreement Estoppel Certificate
Attachment C: 2021 Administration Agreement
Attachment D: Agreement Regarding Recording of Easement and Covenant and Water
Drainage Issues
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ATTACHMENT A
ASSIGNMENT AND ASSUMPTION OF REGULATORY AGREEMENT AND
ADMINISTRATION AGREEMENT
(substantial final form)
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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
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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.
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(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.
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(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
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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]
14
[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
15
[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)
16
ATTACHMENT B
REGULATORY AGREEMENT ESTOPPEL CERTIFICATE
(substantial final form)
17
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.
18
■
■
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
19
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,
20
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
21
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.
22
ATTACHMENT C
ADMINISTRATION AGREEMENT
(substantial final form)
23
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
24
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:
25
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.
26
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.
27
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.
28
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.
29
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
30
ATTACHMENT D
AGREEMENT REGARDING RECORDING OF EASEMENT AND COVENANT AND
WATER DRAINAGE ISSUES
(substantial final form)
31
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.
ATTACHMENT D
32
12853-0014\2518564v7.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) to be recorded with the at the office of the Ventura County Recorder.
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. 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.
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
33
12853-0014\2518564v7.doc -3-
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). 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.
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 TO SELLER
PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677.
34
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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
35
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.
36
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.
37
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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
38
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.
39
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)
40
DRAFT
12853-0014\2518564v7.doc B-1-
EXHIBIT “B”
FORM OF EASEMENT
(Attached.)
41
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.
42
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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
43
-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)
44
-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
45
-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)
46
12853-0001\2518571v2.doc A-1-
ATTACHMENT “A”
47
::/ --~· ,:._: .. ~ ...
,,,...(. ·_. . ... ,.
:·.
.., .•
DRAFT
12853-0014\2518564v7.doc C-1-
EXHIBIT “C”
FORM OF COVENANT
(Attached.)
48
-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
49
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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
50
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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)
51
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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)
52
A-1-
12853-0001\2518586v2.doc
ATTACHMENT “A”
53
. . -
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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
This is to certify that the attached is a true and correct
copy of a Amended Regulatory Agreement
Recorded May 27, 2011
as Instrument No. 20110527-00080988-0, of
Official Records. Fee $135.00
JONES HALL, A PROFESSIONAL LAW CORP.
Attention: David T. Fama, Esq.
First American Title Company
~~ 650 California Street, 18th Floor
San Francisco, California 94108 By Steven Clark, Sr. Title Officer
AMENDED AND RESTATED
REGULATORY AGREEMENT AND
DECLARATION OF RESTRICTIVE COVENANTS
among the
CITY OF MOORPARK,
as City
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
and
VILLA DEL ARROYO MOORPARK LLC,
as Borrower
Dated as of May 1, 2011
Relating to:
$13,085,000
City of Moorpark
Mobile Home Park Refunding Revenue Bonds
(Villa Del Arroyo)
Series 2011A
and
$375,000
City of Moorpark
Taxable Subordinate Mobile Home Park Revenue Bonds
(Villa Del Arroyo)
Series 2011B-T
57
Section 1.
Section 2.
Section 3.
Section 3A.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section 11.
Section 12.
Section 13.
Section 14.
Section 15.
Section 16.
Section 17.
Section 18.
Section 19.
Section 20.
Section 21.
Section 22.
Section 23.
Section 24.
Section 25.
Section 26.
EXHIBIT A
EXHIBIT B
EXHIBIT C
EXHIBIT D
TABLE OF CONTENTS
Definitions and Interpretation ....................................................................... 2
Representations and Warranties of the Borrower............. .. ................ 5
Residential Rental Property ........... ........................ . ..................... 5
City's Requirements......................... . ............... . ........... . ....... 7
Qualified Residents ....................................................................................... 8
Tax Status of the Bonds .............................................................................. 11
Modification of Special Tax Covenants ........................................................ 11
Indemnification ............................................................................................. 12
Consideration .............................................................................................. 13
Reliance ....................................................................................................... 13
Sale or Transfer of the Project ..................................................................... 13
Term ............................................................................................................ 14
Covenants to Run With the Land ................................................................. 14
Burden and Benefit ...................................................................................... 15
Uniformity; Common Plan ............................................................................ 15
Enforcement ................................................................................................ 15
Recording and Filing .................................................................................... 16
Payment of Fees .......................................................................................... 16
Governing Law ............................................................................................. 16
Amendments ............................................................................................... 16
Notice .......................................................................................................... 16
Severability .................................................................................................. 17
Multiple Counterparts ................................................................................... 17
Trustee Acting Solely in Such Capacity ....................................................... 17
Compliance by Borrower. ............................................................................. 17
Limited Liability of the City ........................................................................... 18
Partial Release ............................................................................................ 18
LEGAL DESCRIPTION
INCOME COMPUTATION
CERTIFICATE OF CONTINUING PROGRAM COMPLIANCE
MOBILE HOME PARK RENT STABILIZATION LAW
58
AMENDED AND RESTATED
REGULATORY AGREEMENT AND
DECLARATION OF RESTRICTIVE COVENANTS
THIS AMENDED AND RESTATED REGULATORY AGREEMENT AND DECLARATION
OF RESTRICTIVE COVENANTS (the "Regulatory Agreement"), made and entered into as of
May 1, 2011, is among the City of Moorpark, a California municipal corporation (the "City"), U.S.
Bank National Association, a national banking association, as trustee (the "Trustee") under an
Indenture of Trust dated as of the date hereof between the City and the Trustee, and Villa Del
Arroyo Moorpark LLC, a California limited liability company (the "Borrower"), whose sole
member is Augusta Homes, a California nonprofit public benefit corporation, as the owner of the
property described in Exhibit A attached hereto.
RECITALS:
WHEREAS, 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; and
WHEREAS, the City is a political subdivision within the meaning of that term in the
Regulations of the Department of Treasury and the rulings of the Internal Revenue Service
prescribed and promulgated pursuant to Section 103 of the Internal Revenue Code of 1986, as
amended (the "Code"); and
WHEREAS, 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 "Prior Bonds"), the proceeds of which were loaned to
Augusta Homes, the sole member of the Borrower to finance the acquisition and rehabilitation of
a mobile home park located at 15750 Arroyo Drive in the City of Moorpark known as Villa Del
Arroyo Mobile Home Park (the "Project"); and
WHEREAS, the City has determined to assist the Borrower in refinancing the Project by
issuing its City of Moorpark Mobile Home Park Revenue Bonds (Villa Del Arroyo) Series 2011A,
in the aggregate principal amount of $13,085,000 and City of Moorpark Taxable Mobile Home
Park Revenue Bonds (Villa Del Arroyo) Series 2011 B-T, in the aggregate principal amount of
$375,000 (the "Series A Bonds" and "Taxable Series B-T Bonds" respectively, and together, the
"Bonds"), the proceeds of which will be used to fund a loan (the "Loan") to the Borrower in order
to enable the Borrower to refund the Prior Bonds, which, in consideration of the Loan, will cause
to be delivered to the Trustee its promissory note in the aggregate principal amount of the
Bonds (the "Note") secured by the Deed of Trust, Assignment of Rents, Security Agreement and
Fixture Filing (the "Mortgage") recorded in the office of the County Recorder for the County of
Ventura; and
WHEREAS, there has previously been recorded with respect to the Project a Regulatory
Agreement and Declaration of Restrictive Covenants, dated as of May 1, 2000 (the "Prior
Regulatory Agreement") among the City, the Borrower and U.S. Bank National Association, as
trustee, and the Original Borrower, recorded on May 25, 2000 as Document No. 2000-0085204-
00 in the official records of the County of Ventura, California; and
59
WHEREAS, this Regulatory Agreement is intended to amend and restate, in its entirety,
the Prior Regulatory Agreement; and
WHEREAS, the City, the Trustee and the Borrower have entered into a Loan
Agreement, dated the date hereof (the "Loan Agreement"), pursuant to which the City will make
the Loan to the Borrower to refinance the Project; and
WHEREAS, the Note will be held by the Trustee in trust for the benefit of the owners
from time to time of the Bonds pursuant to the terms of the Indenture to pay when due the
principal of and interest on the Bonds; and
WHEREAS, the City hereby certifies that all things necessary to make the Bonds, when
issued as provided in the Indenture, the valid and binding limited obligations of the City
according to the import thereof, and to constitute the Indenture a valid assignment of the
amounts pledged to the payment of the principal of, and premium, if any, and interest on the
Bonds have been done and performed, and the creation, execution, and delivery of the
Indenture and the execution and issuance of the Bonds, subject to the terms thereof, in all
respects have been duly authorized; and
WHEREAS, the Code and the regulations and rulings promulgated with respect thereto
and the Act prescribe that the use and operation of the Project be restricted in certain respects
and in order to ensure that the Project will be used and operated in accordance with the Code
(including Section 501 (c)(3) of the Code, with respect to the fact that the Borrower for federal
tax purposes is lessening a governmental burden of the City), and the Act, and the City, the
Trustee and the Borrower have determined to enter into this Regulatory Agreement in order to
set forth certain terms and conditions relating to the operation of the Project.
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 Trustee and the Borrower hereby agree as follows:
Section 1. Definitions and Interpretation. In addition to the terms defined in the
foregoing recitals, the following terms used in this Regulatory Agreement shall have the
respective meanings assigned to them in this Section 1 unless the context in which they are
used clearly requires otherwise:
"Adjusted Income" means the adjusted income of all persons who intend to occupy a
Space, calculated in the manner determined by the Secretary of the Treasury pursuant to
Section 142(d)(2)(B) of the Code.
"Administration Agreement" means the Administration and Oversight Agreement, dated
as of May 1, 2011, among the City, the Borrower and Urban Futures Incorporated.
"Area" means the Primary Metropolitan Statistical Area in which the Project is located,
taking into account the income levels established for Ventura County.
"Certificate of Continuing Program Compliance" means the certificate with respect to the
Project to be filed by the Borrower with the City, the Program Administrator, and the Trustee,
which shall be substantially in the form attached hereto as Exhibit C.
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60
"City Annual Fee" means an amount equal to $15,000.00 per annum, payable to the City
annually on each June 1 commencing June 1, 2011 and ending with the end of the term of this
Regulatory Agreement.
"City Law" means the Mobilehome Park Rent Stabilization Law, the provisions of which
are set forth in Exhibit D hereto.
"Completion Date" means the date on which construction of the Project was completed.
"County" means the County of Ventura.
"Income Certification" means the Income Computation and Certification attached hereto
as Exhibit B.
"Inducement Date" means sixty (60) days prior to December 13, 1999, the date of
adoption of the Inducement Resolution.
"Median Income for the Area" means the median income for the Area as most recently
determined pursuant to the Act.
"Oversight Agent" means the Oversight Agent appointed under the Administration
Agreement.
"Oversight Agent's Fee" means the administration fee of the Oversight Agent, as set
forth in the Administration Agreement.
"Prior Bonds" means the City of Moorpark Mobile Home Park Revenue Bonds (Villa Del
Arroyo) Series 2000A and Mobile Home Park Subordinate Revenue Bonds (Villa Del Arroyo)
Series 2000B.
"Prior Regulatory Agreement" means the Regulatory Agreement and Declaration of
Restrictive Covenants, dated as of May 1, 2000, among the City, the Borrower and U.S. Bank
National Association, as trustee, and the Original Borrower, recorded on May 25, 2000 as
Document No. 2000-0085204-00 in the official records of the County of Ventura, California,
executed in connection with the issuance of Prior Bonds.
"Program Administrator" means the Program Administrator appointed under the
Administration Agreement, which initially shall be the Urban Futures Incorporated.
"Program Administrator's Fee" means the administrative fee of the Program
Administrator set forth in the Administration Agreement.
"Qualified Project Costs" means costs and expenses of the Project that are properly
chargeable to capital account (or would be so chargeable with a proper election by the Borrower
or but for a proper election by the Borrower to deduct such costs) in accordance with general
Federal income tax principles and in accordance with United States Treasury Regulations
Section 1.103-8(a)(1) and are paid with respect to a qualified residential rental project or
projects within the meaning of Section 142(d) of the Code. Qualified Project Costs do not
include costs and expenses for portions of the Project to be used for activities constituting
unrelated trades or businesses determined by applying section 513(a) of the Code. Qualified
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61
Project Costs also do not include amounts to be used to reimburse expenditures paid before the
date of issuance of the Prior Bonds except for (i) expenditures paid for costs of issuance of the
Prior Bonds, (ii) preliminary capital expenditures (within the meaning of United States Treasury
Regulations Section 1.150-2(f)(2)) with respect to the Project (such as architectural, engineering
and soil testing services) incurred before commencement of acquisition or construction of the
Project that do not exceed twenty percent (20%) of the issue price of the Prior Bonds, and (iii)
capital expenditures that (A) were paid no earlier than the Inducement Date, and (B) are
reimbursed no later than eighteen (18) months after the later of the date the expenditure was
paid or the date the Project is placed in service (but no later than three (3) years after the
expenditure is paid). In addition, interest paid during the construction period shall be allocated
between Qualified Project Costs and other costs and expenses to be paid from the proceeds of
the Prior Bonds, interest following the construction period shall not constitute a Qualified Project
Cost; letter of credit fees and municipal bond insurance premiums which represent a transfer of
credit risk shall be allocated between Qualified Project Costs and other costs and expenses to
be paid from the proceeds of the Prior Bonds; and letter of credit fees and municipal bond
insurance premiums which do not represent a transfer of the credit risk shall not constitute
Qualified Project Costs.
"Qualified Project Period" means the period as defined in Section 142(d)(2)(A) of the
Code; provided such period shall not be shorter than the period ending 30 years from the
execution date of the Prior Regulatory Agreement and is subject to extension in accordance
with Section 4(g) hereof.
"Qualified Residents" means Very Low Income Residents.
"Qualified Space" a Very Low Income Space.
"Space" means a mobile home space within the Project upon which a mobile home may
be placed.
"Tax Certificate" means the certificate as to arbitrage of the City and Borrower, dated as
of the Closing Date, with respect to the Bonds.
'Very Low Income Residents" means individuals or families with an Adjusted Income
which does not exceed the amount promulgated by the U.S. Department of Housing and Urban
Development for very low income households for the Area as adjusted for household size as set
forth below. In no event, however, will the occupants of a Space be considered to be Very Low
Income Residents if all the occupants are students, as defined in Section 151 (c)(4) of the Code,
as such may be amended, no one of which is entitled to file a joint federal income tax return.
Currently, Section 151(c)(4) defines a student as an individual enrolled as a full-time student
during each of 5 calendar months during the calendar year in which occupancy of the unit
begins at an educational organization which normally maintains a regular faculty and curriculum
and normally has a regularly enrolled body of students in attendance or is an individual pursuing
a full-time course of institutional on farm training under the supervision of an accredited agent of
such an educational organization or of a state or political subdivision thereof. "Household Size"
Adjustment for 1 = 70%; Adjustment for 2 = 80%; Adjustment for 3 = 90%; Adjustment for 4
=100%; Adjustment for 5 = 108%; Adjustment for 6 = 116%; Adjustment for 7 = 124%;
Adjustment for 8 = 132%; and assuming one person will occupy a recreational vehicle, two
persons will occupy a single-wide mobilehome, and three persons will occupy a multisectional
mobile home; or, as an alternative as permitted under Section 33742(a) of the California Health
and Safety Code, it shall be assumed that one person will occupy a studio unit, two persons will
4
62
occupy a one-bedroom unit, three persons will occupy a two-bedroom unit, four persons will
occupy a three-bedroom unit, and five persons will occupy a four-bedroom unit .
"Very Low Income Spaces" means the Spaces in the Project designated for occupancy
by Very Low Income Residents pursuant to Section 4(a) of this Regulatory Agreement.
Such terms as are not defined herein shall have the meanings assigned to them in the
Indenture. Unless the context clearly requires otherwise, as used in this Regulatory Agreement,
words of the masculine, feminine or neuter gender shall be construed to include each other
gender when appropriate and words of the singular number shall be construed to include the
plural number, and vice versa, when appropriate. This Regulatory Agreement and all the terms
and provisions hereof shall be construed to effectuate the purposes set forth herein and to
sustain the validity hereof. The defined terms used in the preamble and recitals of this
Regulatory Agreement have been included for convenience of reference only, and the meaning,
construction and interpretation of all defined terms shall be determined by reference to this
Section 1 notwithstanding any contrary definition in the preamble or recitals hereof. The titles
and headings of the sections of this Regulatory Agreement have been inserted for convenience
of reference only, and are not to be considered a part hereof and shall not in any way modify or
restrict any of the terms or provisions hereof or be considered or given any effect in construing
this Regulatory Agreement or any provisions hereof or in ascertaining intent, if any question of
intent shall arise.
Section 2. Representations and Warranties of the Borrower. The Borrower hereby
represents, as of the date hereof, and covenants, warrants and agrees as follows:
(a)
completed.
The original acquisition and rehabilitation of the Project has heretofore been
(b) Not less than 95% of the proceeds of the Prior Bonds, including interest earnings
thereon, were expended to pay Qualified Project Costs.
(d) The statements made in the various certificates delivered by the Borrower to the
City or the Trustee are true and correct.
(e) Not more than 2% of the proceeds of the Bonds shall be applied to pay Cost of
Issuance, all within the meaning of section 147(g)(1) of the Code.
(f) Money on deposit in any fund or account in connection with the Bonds, whether
or not such money was derived from other sources, shall not be used by or under the direction
of the Borrower in a manner which would cause the Bonds to be "arbitrage bonds" within the
meaning of Section 148 of the Code, and the Borrower specifically agrees that the investment of
money in any such fund shall be restricted as maybe necessary to prevent the Bonds from
being "arbitrage bonds" under the Code.
(g) The Borrower will not take or omit to take, as is applicable, any action if such
action or omission would in any way cause the proceeds from the sale of the Bonds to be
applied in a manner contrary to the requirements of the Indenture, the Loan Agreement and this
Regulatory Agreement.
Section 3. Residential Rental Property. The Borrower hereby represents, as of the date
hereof, and covenants, warrants and agrees as follows:
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63
(a) 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.
(b) All of the mobile homes in the Project will 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.
(c) All of the Spaces will be available for rental on a continuous basis to members of
the general public, and the Borrower 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.
(d) 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.
(e) No part of the Project will at any time be owned or used as a condominium or by
a cooperative housing corporation, and the Borrower shall not take any steps toward such
conversion without an opinion of Bond Counsel that interest on the Series A Bonds will not
thereby become includable in gross income for federal income tax purposes.
(f) Should involuntary noncompliance with the provisions of this 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 Closing Date
which prevents the City from enforcing the requirements of the Regulations, or condemnation or
similar event, the Borrower covenants that, within a "reasonable period" determined in
accordance with the Regulations, it will either prepay the Note or apply any proceeds received
as a result of any of the preceding events to reconstruct the Project to meet the requirements
hereof.
(g) 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.
(h) The Very Low Income Spaces shall be 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.
(i) 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).
G) The Borrower 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
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64
existing housing program under Section 8 of the United Stated Housing Act, or its successor.
The Borrower 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 the Borrower
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.
Section 3A. City's Requirements. The following provisions shall apply during the term
of this Agreement, irrespective of whether any Bonds are outstanding.
(a) The Borrower shall comply with all provisions of the City Law. The Borrower shall
not bring an action to challenge the validity, legality or binding nature of this Regulatory
Agreement (including but not limited to the requirement for compliance with all-provisions of the
City Law). The Borrower understands and agrees that by the provisions of this Section 3A(a) it
is waiving rights, including possible contractual and constitutional rights. The Borrower
represents and agrees that such waiver is voluntary, that the consequences of the waiver were
explained to the Borrower in detail by legal counsel of its choice, and that the Borrower
understands the consequences of the waiver.
(b) Rent increases for the Spaces shall be subject to the provisions of the City Law.
The Borrower may bring a writ proceeding to challenge the denial, in whole or in part, of such an
increase. The challenge shall be limited to whether there was a prejudicial abuse of discretion.
Abuse of discretion is established only if the City has not proceeded in the manner required by
Section 050 or 060 of the City Law, the decision is not supported by the findings, or the findings
are not supported by the evidence.
(c) The Borrower shall establish a procedure and funding for a hardship assistance
program for tenants of the spaces so that the Borrower will remain in compliance with Section
120 of the City Law. The Borrower acknowledges that the requirements of this Section 3A(c) are
wholly independent of the requirements of Section 4(a) of this Regulatory Agreement, and that
compliance by the Borrower with Section 4(a) will not in any way be deemed to be in
compliance with this Section 3A(c). Neither the City nor the Moorpark Redevelopment Agency
shall be asked by the Borrower or required to fund such a hardship assistance program.
(d) To monitor compliance with the provisions of the City Law, the Borrower shall
pay the City Annual Fee to the City commencing June 1, 2011, and on each June 1 thereafter
so long as this Regulatory Agreement is in effect.
(e) Any proposed sale of the Project by the Borrower shall be noticed to the City no
less than ninety (90) days prior to the proposed date of the sale. The City's consent to any
transfer of the Project shall be subject to the provisions of Section 10 hereof.
(f) The Borrower shall notify the City and the Program Administrator of the
operations/management company it will employ for the Project no less than thirty (30) days prior
to the signing of a contract with any such entity. Qualifications of the firm(s) shall also be
provided at that time and the City shall have the right to submit comments on the qualifications
of the firm, which shall be considered by Borrower prior to execution of a contract.
(g) The Borrower is responsible for all management functions with respect to the
Project including without limitation the selection of tenants, certification and recertification of
household size and income, evictions, collection of rents and deposits, maintenance,
landscaping, routine and extraordinary repairs, replacement of capital items, and security. The
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65
City shall not have responsibility over management of the Project. In no instance shall the
Borrower delegate or forego its responsibility to operate the Project in the manner set forth in
this Agreement and the Loan Agreement, except as expressly provided in Section 3AU).
(h) The City, through its Authorized Officer, reserves the right to conduct on or about
May 15 of each year, commencing May 15, 2012, an annual (or more frequently, if deemed
necessary by the City) review of the management practices and financial status of the Project.
The purpose of each periodic review will be to enable the City to determine if the Project is
being operated and managed in accordance with the requirements and standards of this
Agreement and the City Law. The Borrower shall cooperate with the City in such reviews,
including but not limited to making its books and records regarding the Project available for
inspection by the City.
(i) The Borrower agrees, for the entire term of this Agreement, to maintain all common
area interior and exterior improvements and common buildings on the Project (exclusive of the
mobile homes and tenant spaces), including, without limitation, landscaping at the Project, in
good condition and repair, including necessary replacements (and, as to landscaping, in a
healthy condition) and in accordance with all applicable laws, rules, ordinances, orders and
regulations of all federal, state, county, municipal, and other governmental agencies and bodies
having or claiming jurisdiction and all their respective departments, bureaus, and officials.
The City places prime importance on quality maintenance to ensure that all City-assisted
affordable housing projects within the City of Moorpark are not allowed to deteriorate due to
below-average maintenance. Normal wear and tear of the Project will be acceptable to the City
assuming the Borrower agrees to provide all necessary improvements to assure the Project is
maintained in good condition. The Borrower shall make all repairs and replacements necessary
to keep the Project in good condition and repair.
In the event that the Borrower breaches any of the covenants contained in this Section
3A(m) and such default continues for a period of ten (10) days after written notice from the City
with respect to graffiti, debris, waste material, and general maintenance or thirty (30) days after
written notice from the City with respect to landscaping and building improvements, then the
City, in addition to whatever other remedy it may have at law or in equity, shall have the right to
enter upon the Project and perform or cause to be performed all such acts and work necessary
to cure the default. Pursuant to such right of entry, the City shall be permitted (but is not
required) to enter upon the Project and perform all acts and work necessary to protect, maintain,
and preserve the improvements and landscaped areas on the Project, and to attach a lien on
the Project, or to assess the Project, in the amount of the expenditures arising from such acts
and work of protection, maintenance, and preservation by the City and/or costs of such cure,
including a fifteen percent (15%) administrative charge, which amount shall be promptly paid by
the Borrower to the City upon written demand.
Section 4. Qualified Residents. Pursuant to the requirements of the Code and the Act,
the Borrower hereby represents, as of the date hereof, and warrants, covenants and agrees as
follows:
(a) During the Qualified Project Period:
(i) not less than twenty percent (20%) of the Spaces in the Project shall be
designated as Very Low Income Spaces and shall be continuously occupied by Very
8
66
Low Income Residents. The monthly rent charged for one-half of the Very Low Income
Spaces (i.e., 10% of the Spaces) shall be not greater than as follows:
(A) where a Very Low Income Resident is both the registered and
legal owner of the mobile home and is not making mortgage payments for the
purchase of that mobile home, the total rental charge for occupancy of the Space
(excluding a reasonable allowance for other related housing costs determined at
the time of acquisition of the Project by the Borrower and excluding any
supplemental rental assistance from the State, the federal government, or any
other public agency to the Very Low Income Resident or on behalf of the Space
and the mobile home) shall not exceed one-twelfth of 30 percent of 50 percent of
Median Income for the Area, adjusted for household size in the manner set forth
above under the definition of Very Low Income Resident.
(B) where a Very Low Income Resident is the registered owner of the
mobile home and is making mortgage payments for the purchase of that mobile
home, the total rental charge for occupancy of the Space (excluding any charges
for utilities and storage and excluding any supplemental rental assistance from
the State, the federal government, or any other public agency to the Very Low
Income Resident or on behalf of the Space and mobile home), shall not exceed
one-twelfth of 15 percent of 50 percent of Median Income for the Area, as
adjusted for household size in the manner set forth above under the definition of
Very Low Income Resident.
(C) where a Very Low Income Resident rents both the mobile home
and the Space occupied by the mobile home, the total rental payments paid by
the Very Low Income Resident on the mobile home and the Space occupied by
the mobile home (excluding any supplemental rental assistance from the State,
the federal government, or any other public agency to that Very Low Resident or
on behalf of that Space and mobile home) shall not exceed one-twelfth of 30
percent of 50 percent of Median Income for the Area adjusted for household size
in the manner set forth above under the definition of Very Low Income Resident.
In adjusting rent for household size, it shall be assumed that one person will occupy a
recreational vehicle, two persons will occupy a single-wide mobilehome and three persons will
occupy a multisectional mobilehome; or, as an alternative as permitted under Section 33742(a)
of the California Health and Safety Code, it shall be assumed that one person will occupy a
studio unit, two persons will occupy a one-bedroom unit, three persons will occupy a two-
bedroom unit, four persons will occupy a three-bedroom unit, and five persons will occupy a
four-bedroom unit.
(b) In the event a recertification of such tenant's income in accordance with Section
4(d) below demonstrates that such tenant no longer qualifies as a Qualified Resident the Space
occupied by such Resident shall continue to be treated as a Qualified Space unless and until
any Space in the Project thereafter is occupied by a new tenant other than a Qualified Resident.
Moreover, a Space previously occupied by a Qualified Resident and then vacated shall be
considered occupied by a Qualified Resident until reoccupied, other than for a temporary period,
at which time the character of the Space shall be redetermined. In no event shall such
temporary period exceed thirty-one (31) days. Notwithstanding anything herein to the contrary, if
at any time the number of Qualified Residents falls below the number required by subparagraph
(a) (i) of this Section, the next available vacant Space shall be rented to a Qualified Resident.
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(c) Immediately prior to a Qualified Resident's occupancy of a Qualified Space (or
prior to the Closing Date with respect to Very Low Income Spaces previously occupied), the
Borrower will obtain and maintain on file an Income Certification form from each Qualified
Resident occupying a Qualified Space, dated immediately prior to the initial occupancy of such
Qualified Resident in the Project (or prior to the Closing Date in the case of existing Very Low
Income Residents). In addition, the Borrower will provide such further information as may be
required in the future by the State of California, and by the Act, as the same may be amended
from time to time, as requested by the City or the Program Administrator. The Borrower shall
verify that the income provided by an applicant with respect to a Space to be occupied after the
Closing Date is accurate by taking one or more of the following steps as a part of the verification
process: (1) obtain a federal income tax return for the most recent tax year, (2) obtain a written
verification of income and employment from applicant's current employer, (3) if an applicant is
unemployed or did not file a tax return for the previous calendar year, obtain other verification of
such applicant's income reasonably satisfactory to the Program Administrator or (4) such other
information as may be reasonably requested by the Program Administrator.
Within ten days after the last day of each calendar quarter during the term of this
Regulatory Agreement commencing with the quarter ending June 30, 2011, the Borrower shall
advise the Program Administrator or in the absence of a Program Administrator, the City, of the
status of the occupancy of the Project by delivering to the Program Administrator a Certificate of
Continuing Program Compliance; provided, however, with the prior written approval of the
Program Administrator or the City, as the case may be, such Certificate need be filed only semi-
annually. Copies of the most recent Income Certifications for Qualified Residents commencing
or continuing occupancy of a Qualified Space shall be made available to the City or Program
Administrator upon request.
(d) On the first anniversary date of the issuance of the Bonds, and on each
anniversary date thereafter, the Borrower shall recertify the income of the occupants of such
Qualified Spaces by obtaining a completed Income Certification based upon the current income
of each occupant of the Space. The Borrower need not verify the income of tenants in
connection with any such recertification. In the event the recertification demonstrates that such
household's income exceeds 140% of the income at which such household would qualify as
Qualified Residents, such household will no longer qualify as a Qualified Resident, and the
Borrower either (i) will designate another qualifying Tenant and Space in the Project as a
Qualified Resident and a Qualified Space, respectively, or (ii) will rent the next available vacant
Space to one or more Qualified Residents.
(e) The Borrower will maintain complete and accurate records pertaining to the
Qualified Spaces, and will permit any duly authorized representative of the City, the Program
Administrator, the Trustee (who shall have no duty to inspect), the Department of the Treasury
or the Internal Revenue Service to inspect during normal business hours and with prior notice
the books and records of the Borrower pertaining to the Project, including those records
pertaining to the occupancy of the Qualified Spaces.
The Borrower shall submit to the Secretary of the Treasury annually on the anniversary
date of the start of the Qualified Project Period or such other date as is required by the
Secretary, a certification that the Project continues to meet the requirements of Section 142(d)
of the Code, and shall provide a copy of such certification to the Program Administrator.
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(f) Each lease pertaining to a Qualified Space occupied after the Closing Date shall
contain a provision to the effect that the Borrower has relied on the Income Certification and
supporting information supplied by the Qualified Resident in determining qualification for
occupancy of the Qualified Space, and that any material misstatement in such certification
(whether or not intentional) may be cause for immediate termination of such lease. Each lease
will also contain a provision that failure to cooperate with the annual recertification process
reasonably instituted by the Borrower pursuant to Section 4(d) above will disqualify the Space
as a Qualified Space and provide grounds for termination of the lease. The Borrower agrees to
provide to the Program Administrator and the City, a copy of the form of application and lease to
be provided to prospective Qualified Residents and any amendments thereto.
(g) In the event, despite Borrower's exercise of best efforts to comply with the
provisions of Section 4 of this Regulatory Agreement, the Borrower shall have been out of
compliance with any of the restrictions of Section 4 hereof relative to Qualified Residents, for a
period in excess of six months, then at the sole option of the City the term of the Regulatory
Agreement shall be automatically extended for the period of non-compliance upon written notice
to the Borrower, the Trustee and the Program Administrator from the Agency, such extension to
relate to the Qualified Spaces and Qualified Residents as to which such noncompliance relate.
Section 5. Tax Status of the Bonds. The Borrower and the City each hereby represents,
as of the date hereof, and warrants, covenants and agrees that:
(a) It will not knowingly take or permit, or omit to take or cause to be taken, as is
appropriate, any action that would adversely affect the exclusion from gross income for federal
income tax purposes of the interest on the Series A Bonds or the exemption from California
personal income tax of the interest on the Bonds and, if it should take or permit, or omit to take
or cause to be taken, any such action, it will take all lawful actions necessary to rescind or
correct such actions or omissions promptly upon obtaining knowledge thereof;
(b) It will take such action or actions as may be necessary, in the written opinion of
Bond Counsel filed with the City, the Trustee and the Borrower, to comply fully with the Act and
all applicable rules, rulings, policies, procedures, regulations or other official statements
promulgated, proposed or made by the Department of the Treasury or the Internal Revenue
Service pertaining to obligations issued under Section 145 of the Code to the extent necessary
to maintain the exclusion from gross income for federal income tax purposes of interest on the
Series A Bonds; and
(c) It will file of record such documents and take such other steps as are necessary,
in the written opinion of Bond Counsel filed with the City, the Trustee and the Borrower, in order
to ensure that the requirements and restrictions of this Regulatory Agreement will be binding
upon all owners of the Project, including, but not limited to, the execution and recordation of this
Regulatory Agreement in the real property records of the County.
The Borrower hereby covenants to include the requirements and restrictions contained
in this Regulatory Agreement in any document transferring any interest in the Project (other than
leases of Spaces in the Project to individual tenants) to another person to the end that such
transferee has notice of, and is bound by, such restrictions, and to obtain the agreement from
any transferee to abide by all requirements and restrictions of this Regulatory Agreement.
Section 6. Modification of Special Tax Covenants. The Borrower, the Trustee and the
City hereby agree as follows:
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(a) To the extent any amendments to the Act, the Regulations or the Code shall, in
the written opinion of Bond Counsel filed with the City, the Trustee and the Borrower, impose
requlrements upon the ownership or operation of the Project more restrictive than those
imposed by this Regulatory Agreement which must be complied with in order to maintain the
exclusion from gross income for federal income tax purposes of interest on the Series A Bonds,
this Regulatory Agreement shall be deemed to be automatically amended to impose such
additional or more restrictive requirements.
(b) To the extent any amendments to the Act, the Regulations or the Code shall, in
the written opinion of Bond Counsel filed with the City, the Trustee and the Borrower, impose
requirements upon the ownership or operation of the Project less restrictive than imposed by
this Regulatory Agreement, this Regulatory Agreement may be amended or modified to provide
such less restrictive requirements but only by written amendment approved and slgned by the
City (in its sole and absolute discretion), the Trustee and the Borrower and approved by the
written opinion of Bond Counsel that such amendment (a) will not affect the exclusion from
gross income for federal income tax purposes of interest on the Series A Bonds, and (b) shall
not conflict with any restrictions imposed by the City or the City Law, the Act, the regulations
promulgated under the Code or the Code, as applicable.
(c) The Borrower, the City and, if applicable, the Trustee shall execute, deliver and,
if applicable, file of record any and all documents and instruments, necessary to effectuate the
intent of this Section 6, and each of the Borrower and the City hereby appoints the Trustee as
its true and lawful attorney-in~fact to execute, deliver and, if applicable, file of record on behalf of
the Borrower or the City, as is applicable, any such document or instrument (in such form as
may be approved in writing by Bond Counsel) if either the Borrower or the City defaults in the
performance of its obligations under this subsection (c); provided, however, that the Trustee
shall take no action under this subsection (c) without first notifying the Borrower or the City, or
both of them, as is applicable, unless directed in writing by the City or the Borrower and without
first providing the Borrower or the City, or both, as is applicable, an opportunity to comply with
the requirements of this Section 6.
Section 7. Indemnification. The Borrower shall indemnify, hold harmless and defend the
City, the Program Administrator, the Oversight Agent and the Trustee and the respective
officers, members, directors, officials, agents and employees of each of them (the "indemnified
parties") against all loss, costs, damages, expenses, claims, suits, judgments, actions and
liabilities of whatever nature, joint and several (including, without limitation, attorneys' fees,
litigation and court costs, amounts paid in settlement, and amounts paid to discharge
judgments), directly or indirectly resulting from or arising out of or related to (a) the operation,
use, occupancy, maintenance, or ownership of the Project (including compliance with laws,
ordinances and rules and regulations of public authorities relating thereto); or (b) any written
statements or representations with respect to the Borrower, the Project or the Bonds made or
given to the City, the Program Administrator, the Oversight Agent or the Trustee, or any
underwriters or purchasers of any of the Bonds, by the Borrower, or any of its officers, agents or
employees, including, but not limited to, statements or representations of facts or financial
information; provided, however, the Borrower shall not be obligated to indemnify an indemnified
party for damages caused by the gross negligence or willful misconduct of such indemnified
party. The Borrower also shall pay and discharge and shall indemnify and hold harmless the
indemnified parties, and each of them, from (x) any lien or charge upon payments by the
Borrower to the City and the Trustee hereunder and (y) any taxes (including, without limitation,
all ad valorem taxes and sales taxes), assessments, impositions and other charges in respect of
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any portion of the Project. If any such claim is asserted, or any such lien or charge upon
payments, or any such taxes, assessments, impositions or other charges, are sought to be
imposed, the City or the Trustee shall give prompt notice to the Borrower, and the Borrower
shall have the sole right and duty to assume, and will assume, the defense thereof, including the
employment of counsel selected by the indemnified party and the payment of all reasonable
expenses related thereto, with full power to litigate, compromise or settle the same in its sole
discretion; provided, however, that the City and the Trustee shall each have the right to review
and approve or disapprove any such compromise or settlement, and provided further that any
such approval shall not be unreasonably withheld.
Section 8. Consideration. The City has issued the Bonds to provide funds to make the
Loan under the Loan Agreement to finance the Project, all for the purpose, among others, of
inducing the Borrower to own and operate the Project such that the Project shall contribute to
the City's efforts to provide affordable housing to Qualified Residents in the City of Moorpark
and to the satisfaction of the City's ongoing housing burden. In consideration of the issuance of
the Bonds by the City, the Borrower has entered into this Regulatory Agreement and has
agreed to restrict the uses to which the Project can be put on the terms and conditions set forth
herein.
Section 9. Reliance. The City and the Borrower hereby recognize and agree that the
representations, warranties, covenants and agreements set forth herein may be relied upon by
all persons interested in the legality and validity of the Bonds, and in the exclusion from gross
income for federal income tax purposes of the interest on the Series A Bonds and the
exemption from California personal income tax of the interest on the Bonds. In performing their
duties and obligations hereunder, the City. and the Trustee may rely upon statements and
certificates of the Borrower and Qualified Residents, and upon audits of the books and records
of the Borrower pertaining to the Project. In addition, the City and the Trustee may consult with
counsel, and the opinion of such counsel shall be full and complete authorization and protection
in respect of any action taken or suffered by the City or the Trustee hereunder in good faith and
in conformity with such opinion. In determining whether any default or lack of compliance by the
Borrower exists under this Regulatory Agreement, the Trustee shall not be required to conduct
any investigation into or review of the operations or records of the Borrower and may rely solely
upon any notice or certificate delivered to the Trustee by the Borrower, the City or the Program
Administrator with respect to the occurrence or absence of a default.
Section 10. Sale or Transfer of the Project. The Borrower intends to hold the Project for
its own account, has no current plans to sell, transfer or otherwise dispose of the Project, and
hereby covenants and agrees not to sell, transfer or otherwise dispose of the Project, or any
portion thereof (other than for individual tenant use as contemplated hereunder), without
obtaining the prior written consent of the City and upon receipt by the City and the Trustee of (i)
evidence satisfactory to the City that the Borrower's purchaser or transferee has assumed in
writing and in full, the Borrower's duties and obligations under this Regulatory Agreement and
under the Administration Agreement, (ii) an opinion of counsel for the transferee that the
transferee has duly assumed the obligations of the Borrower under this Regulatory Agreement
and the Administration Agreement and that such obligations and this Regulatory Agreement and
the Administration Agreement are binding on the transferee, (iii) the City receives evidence
acceptable to the City that either (A) the transferee has experience in the ownership, operation
and management of comparable projects without any record of material violations of
discrimination restrictions or other state or federal laws or regulations applicable to such
projects, or (B) the transferee agrees to retain a property management firm with the experience
and record described in subparagraph (A) above, and in either case, at its option, the City may
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cause the Program Administrator to provide on-site training in program compliance if the City
determines such training is necessary, (iv) an opinion of Bond Counsel to the effect that such
sale will not cause interest on the Series A Bonds to become includable in the gross income of
the recipients thereof for federal income tax purposes, and (v) evidence that the Borrower has
complied with any applicable provisions of Section 6.2 of the Loan Agreement. It is hereby
expressly stipulated and agreed that any sale, transfer or other disposition of the Project in
violation of this Section 10 shall be null, void and without effect, shall cause a reversion of title to
the Borrower, and shall be ineffective to relieve the Borrower of its obligations under this
Regulatory Agreement. Not less than ninety (90) days prior to consummating any sale, transfer
or disposition of any interest in the Project, the Borrower shall deliver to the City, the Program
Administrator, the Oversight Agent and the Trustee a notice in writing explaining the nature of
the proposed transfer.
Section 11. Term. This Regulatory Agreement and all and several of the terms hereof
shall become effective upon its execution and delivery and shall remain in full force and effect
during the Qualified Project Period, it being expressly agreed and understood that the provisions
hereof are intended to survive the retirement of the Bonds and expiration of the Indenture, the
Loan Agreement and the Note. Notwithstanding any other provisions of this Regulatory
Agreement to the contrary, this entire Regulatory Agreement, or any of the provisions or
sections hereof, may be terminated upon agreement by the City, the Trustee and the Borrower
subject to compliance with any of the provisions contained in this Regulatory Agreement only if
there shall have been received an opinion of Bond Counsel that such termination will not
adversely affect the exclusion from gross income for federal income tax purposes of interest on
the Series A Bonds or the exemption from State personal income tax of the interest on the
Bonds.
The terms of this Regulatory Agreement to the contrary notwithstanding, this Regulatory
Agreement, and all and several of the terms hereof, shall terminate and be of no further force
and effect in the event of (a) a foreclosure or delivery of a deed in lieu of foreclosure whereby a
third party shall take possession of the Project, (b) involuntary non-compliance with the
provisions of this Regulatory Agreement caused by fire, seizure, requisition, change in a federal
law or an action of a federal agency after the date hereof which prevents the City and the
Trustee from enforcing the provisions hereof, or (c) condemnation or a similar event, and, in
each case, the payment in full and retirement of the Bonds theretofore or within a reasonable
period thereafter. Upon the termination of the terms of this Regulatory Agreement, the parties
hereto agree to execute, deliver and record appropriate instruments of release and discharge of
the terms hereof; provided, however, that the execution and delivery of such instruments shall
not be necessary or a prerequisite to the termination of this Regulatory Agreement in
accordance with its terms.
When all of the Bonds have been paid or deemed paid pursuant to Article XIII of the
Indenture, the Trustee shall no longer have any duties or obligations hereunder, and all
references to the Trustee shall thereafter be deemed references to the City.
Section 12. Covenants to Run With the Land. The Borrower hereby subjects the Project
(including the Project site) to the covenants, reservations and restrictions set forth in this
Regulatory Agreement. The City and the Borrower hereby declare their express intent that the
covenants, reservations and restrictions set forth herein shall be deemed covenants running
with the land and shall pass to and be binding upon the Borrower's successors in title to the
Project; provided, however, that upon the termination of this Regulatory Agreement said
covenants, reservations and restrictions shall expire. Each and every contract, deed or other
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instrument hereafter executed covering or conveying the Project or any portion thereof shall
conclusively be held to have been executed, delivered and accepted subject to such covenants,
reservations and restrictions, regardless of whether such covenants, reservations and
restrictions are set forth in such contract, deed or other instrument.
Section 13. Burden and Benefit. The City and the Borrower hereby declare their
understanding and intent that the burden of the covenants set forth herein touch and concern
the land in that the Borrower's legal interest in the Project is rendered less valuable thereby.
The City and the Borrower hereby further declare their understanding and intent that the benefit
of such covenants touch and concern the land by enhancing and increasing the enjoyment and
use of the Project by Very Low Income Residents, the intended beneficiaries of such covenants,
reservations and restrictions, and by furthering the public purposes for which the Bonds were
issued.
Section 14. Uniformity: Common Plan. The covenants, reservations and restrictions
hereof shall apply uniformly to the entire Project in order to establish and carry out a common
plan for the use of the Project.
Section 15. Enforcement. If the Borrower defaults in the performance or observance of
any covenant, agreement or obligation of the Borrower set forth in this Regulatory Agreement,
and if such default remains uncured for a period of 60 days after notice thereof shall have been
given by the City or the Trustee to the Borrower (provided, however, that the City may at its sole
option extend such period if the Borrower provides the City with an opinion of Bond Counsel to
the effect that such extension will not adversely affect the exclusion from gross income for
federal income tax purposes of interest on the Series A Bonds, and provided further, in the
event any default relates to Section 4 hereof and the Borrower is exercising best efforts to
comply with such restrictions as determined by the City in its sole discretion, then the cure
period described above shall be 6 months and shall be subject to the extension of the Qualified
Project Period under Section 4(g) hereof), then the Trustee, subject to the provisions of Section
9 hereof and to the extent directed in writing by the City, subject to the provisions of the
Indenture, acting on its own behalf or on behalf of the City, shall declare an "Event of Default" to
have occurred hereunder, and, at its option, may take any one or more of the following steps:
(a) by mandamus or other suit, action or proceeding at law or in equity, require the
Borrower to perform its obligations and covenants hereunder or enjoin any acts or things which
may be unlawful or in violation of the rights of the City or the Trustee hereunder;
(b) have access to and inspect, examine and make copies of all of the books and
records of the Borrower pertaining to the Project; and
(c) take such other action at law or in equity as may appear necessary or desirable
to enforce the obligations, covenants and agreements of the Borrower hereunder.
In addition to the enforcement remedies set forth above, upon the Borrower's default
under this Regulatory Agreement, the City shall have the right (but not the obligation) to lease
up to 20% of the Spaces in the Project for a rental of $1 per Space per year. The City shall
sublease such units to Very Low Income Residents to the extent necessary to comply with the
provisions hereof. Any rent paid under such a sublease shall be paid to the Borrower after the
City has been reimbursed for any expenses incurred by it in connection with the sublease;
provided that, if the Borrower is in default under the Loan, such rent shall be used to make
payments under the Loan.
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The Trustee shall have the right, in accordance with this Section 15 and the provisions of
the Indenture, without the consent or approval of the City, to exercise any or all of the rights or
remedies of the City hereunder; provided that prior to taking any such act the Trustee shall give
the City written notice of its intended action. All fees, costs and expenses of the Trustee, the
City and the Oversight Agent (including, without limitation, reasonable attorneys' fees)
reasonably incurred in taking any action pursuant to this Section 15 shall be the sole
responsibility of the Borrower; provided the Trustee shall not be obligated to take any action
hereunder that results in expenses or liability to the Trustee unless it is compensated and
reimbursed for its expenses, including reasonable attorneys' fees, and indemnified to its
satisfaction against liability.
After the Indenture has been discharged, or if the Trustee fails to act under this Section
15, the City may act in its own behalf to declare an "Event of Default" to have occurred and to
take any one or more of the steps specified herein above to the same extent and with the same
effect as if taken by the Trustee.
Section 16. Recording and Filing. The Borrower shall cause this Regulatory Agreement
and all amendments and supplements hereto, to be recorded and filed, prior to the recording of
the Mortgage and the disbursement of the Loan, in the real property records of the County and
in such other places as the City or the Trustee may reasonably request. The Borrower shall pay
all fees and charges incurred in connection with any such recording.
Section 17. Payment of Fees. The Borrower will pay to the City the City Annual Fee, to
the Program Administrator, the Program Administrator's Fee, and to the Oversight Agent, the
Oversight Agent's Fee, each when due. Notwithstanding any prepayment of the Loan and
notwithstanding a discharge of the Indenture, throughout the term of this Regulatory Agreement,
the Borrower shall continue to pay to the City the City Annual Fee, to the Program
Administrator, the Program Administrator's Fee, and to the Oversight Agent, the Oversight
Agent's Fee, and, in the event of a default hereunder, to the City and the Trustee reasonable
compensation for any services rendered by either of them hereunder and reimbursement for all
expenses reasonably incurred by either of them in connection with such default.
Section 18. Governing Law. This Regulatory Agreement shall be governed by the laws
of the State of California. Except as expressly provided herein and in the Agreement, the
Trustee's rights, duties and obligations hereunder are governed in their entirety by the terms
and provisions of the Indenture.
Section 19. Amendments. Except as provided in Section 6(a) hereof, this Regulatory
Agreement shall be amended only by a written instrument executed by the parties hereto or
their successors in title, and duly recorded in the real property records of the County. The
parties hereto acknowledge that, as long as the Bonds are outstanding, the owners of the
Bonds are third party beneficiaries to this Regulatory Agreement.
Section 20. Notice. All notices, certificates or other communications shall be in writing
and will be sufficiently given and (except for notices to the Trustee, which shall be deemed
given only when actually received by the Trustee) 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:
City: City of Moorpark
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Oversight Agent and Program
Administrator:
Trustee:
Borrower:
799 Moorpark Avenue
Moorpark, CA 93021
Attn: City Manager
Urban Futures Incorporated
3111 North Tustin Avenue, Suite 230
Orange, CA 92865
Attn: Marshall F. Linn
U.S. Bank National Association
633 W. Fifth, 24 th Floor
Los Angeles, CA 90071
Attn: Corporate Trust Services
Villa Del Arroyo Moorpark 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.
Section 21. Severability. If any provision of this Regulatory Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof
shall not in any way be affected or impaired thereby.
Section 22. Multiple Counterparts. This 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 art original.
Section 23. Trustee ActinQ Solelv in Such Capacity. In accepting its obligations
hereunder, the Trustee acts solely as trustee for the benefit of the Registered Owners, and not
in its individual capacity; and the duties, powers, rights and liabilities of the Trustee in acting
hereunder shall be subject to the provisions of the Indenture, including, without limitation, Article
VIII of the Indenture.
The Trustee shall act as specifically provided herein and no implied duties or obligations
shall be read into this Regulatory Agreement against the Trustee. The Trustee is entering into
this Regulatory Agreement solely in its capacity as Trustee under the Indenture and not in its
individual, corporate or personal capacity and except as specifically provided herein, nothing
herein shall be construed as imposing any duties or obligations upon the Trustee beyond those
contained in the Indenture.
After the date on which no Bonds remain outstanding as provided in the Indenture, the
Trustee shall have no duties or responsibilities under this Regulatory Agreement, and all
references herein to the Trustee shall be deemed references to the City.
Section 24. Compliance by Borrower. The Trustee shall not be responsible for
monitoring or verifying compliance by the Borrower with its obligations under this Regulatory
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Agreement. The Program Administrator shall assume such responsibilities under the terms of
the Administration Agreement among the Program Administrator, the City and the Borrower.
Section 25. Limited Liability of the City. The City's liability under this Regulatory
Agreement shall be limited as set forth in Section 14.3 of the Indenture.
Section 26. Partial Release. Upon any partial release of any parcel under the Deed of
Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing,
dated as of May 1, 2011, by the Borrower for the benefit of the Trustee (the "Deed of Trust"), the
Release Parcel (as defined in the Deed of Trust) shall be, without any further action of the
parties hereto, released from any requirement or encumbrance of this Regulatory Agreement.
The City and the Trustee agree to take any action requested by the Borrower, at the Borrower's
expense, to evidence the release of any such Release Parcel from the requirements of this
Regulatory Agreement.
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IN WITNESS WHEREOF, the City, the Trustee and the Borrower have executed this
Regulatory Agreement by duly authorized representatives, all as of the date first written
hereinabove.
CITY OF MOORPARK
By:_______.,~,:::______..:::-~ X~ 0 ~ ·c.--,_
-Steven Ku~~
City Manager
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:---------------
Vice President
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
[Signature Page to Regulatory Agreement]
77
IN WITNESS WHEREOF, the City, the Trustee and the Borrower have executed this
Regulatory Agreement by duly authorized representatives, all as of the date first written
hereinabove.
CITY OF MOORPARK
By: ______________ _
Steven Kueny
City Manager
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
[Signature Page to Regulatory Agreement]
78
IN WITNESS WHEREOF, the City, the Trustee and the Borrower have executed this
Regulatory Agreement by duly authorized representatives, all as of the date first written
herein above.
CITY OF MOORPARK
By:----------------
Steven Kueny
City Manager
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: ______________ _
Ashraf Almurdaah
Vice President
VILLA DEL ARROYO MOORPARK LLC,
a California limited liability company
By: AUGUSTA HOMES, a California nonprofit
public benefit corporation, its sole member
By:4e(U~
/ SuzanTaylor
Executive Director
[Signature Page to Regulatory Agreement]
79
ACKNOWLEDGMENT
State of Callfornia
County of _V_e_n_tu_r_a ________ ~
before me, , ~C-O'"ti' f'.".(,.(A.f'k_ IIV",h,"'1 p.,ihl~L
(insert name and title of the officer)
personally appeared Steven Kueny ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/~
subscribed to the within instrument and acknowledged to me that he/s-'tlioy executed the same in
his/h~/t~ authorized capacity(ies), and that by his/h0'"9ir 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 PENAL TY 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_~~---,,,C..------------(Seal)
80
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
On May 25, 2011, before me, rft-t,q:L @pf!E-, Notary Public,
personally appeared Ashraf Almurdaah, 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 PENAL TY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
REUEL 0
WITNESS my hand and official seal. mission ti 1896433
ry Public -C11ttorn11 I
(Seal)
81
ACKNOWLEDGMENT
State of California
County of San Diego
On May 26, 2011 before me, IJzA.JJJl dAi.fUT, M)/)f/.,c. j,-/u,lt/C
(insert name and title of the officer)
personally appeared _S_u_za_n_n_e_T_a_y;_l_o_r ___________________ _
who proved to me on the basis of satisfactory evidence to be the person~) whose name(s) is/ar.e..
subscribed to the within instrument and acknowledged to me that A0/she/tDQ.Y executed the same In
bis/her/thelr authorized capacity(ieaj, and that by hls/her/th9+r signature(.aj on the instrument the
person(&.), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENAL TY 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 ---~"""""0£L.!=·~---1t.~d~~="""""CJI<---(Seal)
: a DENISE BASSETT ' , Comml11ion ti 1917917
No1ar~ Public -Calllornla
San Diego County ...
i Mv Comm. Eulrts Jan 18, 2015! ------------..------...-----.....
82
EXHIBIT A
LEGAL DESCRIPTION
Real property 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 A VENUE (60) FEET
WIDE DESCRIBED AS PARCEL I PER DEED TO VENTURA COUNTY RECORDED IN BOOK
319, PAGE 181 OF OFFICIAL RECORDS. SAID POINT BEING THE BEGINNING OF A CURVE
CONCA VE SOUTHERLY AND HA YING A RADIUS OF l 322.467 FEET, A RADIAL LINE TO
SAID POINT BEARS SOUTH 12° 34' 29" EAST 35 FEET FROM A POINT ON THE CENTERLINE
OF LOS ANGELES A VENUE BEING THE POINT OF BEGINNING OF A STRIP OF LAND AS
DESCRIBED IN SAID PARCEL I; THENCE ALONG THE SOUTHERLY LINE OF LOS ANGELES
A VENUE AND SAID ABOVE MENTIONED CURVE,
1 ST: 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 CONCA VE 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 CONCA VE 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 I 8 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' l 8" 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,
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9TH: NORTH 70° 52' 58" WEST 268.63 FEET; THENCE,
10TH: SOUTH 78° 56' 35" WEST, 1093.63 FEET; THENCE,
11 TH: 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 LEA YING 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 I,
16TH: SOUTH 47° 43' 24" EAST 60.29 FEET TO A POINT IN A TAPER ONE-HALF CURVE
CONCA VE 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
I, 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 l (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.
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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 lN 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 I 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 and 500-0-291-035
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1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
EXHIBIT B
INCOME COMPUTATION AND CERTIFICATION
ANNUAL RESIDENTIAL PROFILE AND INCOME CERTIFICATION
Non-Profit Program
What is your space numbe(?
How many bedrooms are in your home? __ _
What is the size of your home? D Single-wide D Double-wide
Triple-wide
How many people live in your home? __ _
How many people in your home are over 62 years of age?
Is the head of your household 62 years of age or older? __ _
How many people in your household are under the age of 18? __ _
How many people in your household are between the ages of 18-62 and are disabled or
handicapped?
D
How many people in you home are over the age of 18 and have been enrolled as a full-time
student at an accredited school for 5 out of the past 12 months? __ _
Do your medical expenses exceed 3% of your income on an annual basis?
How much do you anticipate paying this year for child care for children under
the age of 13 years? __ _
What is your current mortgage payment on your home (if any)? __ _
Do you have savings, stocks, bonds or equity in real property (not including your home) that have
combined total value exceeding $5,000?
If you answered "yes· to Question 13 above, how much do you anticipate earning from these
investments during the next 12 months?
What was the total combined household income of all members of your household that
are over the age of 18 for the past calendar year uncluding any investment earnings listed in
Question 13) __ _
The information provided above is true and correct to the best of my/our knowledge.
Head of Household Signature Date
Second Head of Household Signature Date
TOTAL COMBINED HOUSEHOLD INCOME INCLUDES:
Wages/Salary including overtime, Commissions and Fees, Tips and Bonuses, Interest and Dividends, Social
Security, Alimony and Child Support, Gifts and Contributions, Military Pay and Income Tax Credits, Disability
Payments, Pensions.
TOTAL COMBINED HOUSEHOLD INCOME DOES NOT INCLUDE: Medical Reimbursements,
Scholarships, Combat Pay, Government Relocation Payments, Foster Care Payments, Food Stamps, Job
Training Act Payments, Low-Income Home Energy Assistance Payments, Lump sum additions to family
assets, such as inheritances, insurance payments (including payments under health and accident insurance
and workmen's compensation), capital gains and settlement for personal or property losses, casual,
sporadic or irregular gifts.
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EXHIBIT C
CERTIFICATION OF CONTINUING PROGRAM COMPLIANCE
The undersigned, Villa Del Arroyo Moorpark LLC (the "Borrower"), has read and is thoroughly
familiar with the provisions of:
1. The Regulatory Agreement and Declaration of Restrictive Covenants dated as of May 1,
2011 (the "Regulatory Agreement") among the Borrower, the City of Moorpark (the "City") and U.S. Bank
Trust National Association (the "Trustee");
2. The Indenture of Trust dated as of May 1, 2011 (the "Indenture") between the City and
the Trustee;
3. The Loan Agreement dated as of May 1, 2011 among the Borrower, the Trustee and the
Authority; and
As of the date of this Certificate, 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: ____ _
5. The undersigned hereby certifies that the Borrower is not in default under any of the terms and
provisions of the above documents, and no event has occurred which, with the passage of time, would
constitute a default thereunder [or if such event has occurred explain below the event and the steps being
taken to remedy such event].
VILLA DEL ARROYO MOORPARK LLC,
a California limited liability company
By: AUGUSTA HOMES, a California nonprofit public
benefit corporation, its sole member
By: _____________ _
Executive Director
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EXHIBIT D
MOBILEHOME PARK RENT STABILIZATION AGREEMENT
Notwithstanding use of the term "City Law" and law in the Regulatory Agreement and
this Exhibit D in referring to the provisions of this Exhibit D, it is expressly acknowledged and
agreed by the Borrower that the provisions of this Exhibit D are a contractual agreement with
the City, and are not being imposed on the Project under the City's police powers.
Sections:
010 Purpose and intent.
020 Definitions.
030 Exemptions.
040 Rent increase -Legality.
050 Standard space rent increase.
060 Rent increase -Determination of allowable operation and maintenance and
remainder increases.
070 Conduct of meetings and hearings.
080 Retroactive increases or refunds.
090 Procedural irregularities.
100 Notice to new tenants.
110 Tenant's right of refusal.
120 Hardship to tenant.
130 Retaliatory eviction.
140 Tenants' civil remedies.
150 Owners' mandamus remedy
Section 010 Purpose and intent.
There is a low vacancy rate in the Mobilehome park and in the past rents rose rapidly.
Because of the high cost of moving mobilehomes, the potential for damage resulting therefrom,
the requirements relating to the installation of mobilehomes, including permits, landscaping and
site preparation, the lack of alternative home sites for mobilehome residents and the substantial
investment of mobilehome owners in such homes, a virtual monopoly exists in the rental of
mobilehome spaces, creating a situation where park owners have unbridled discretion and
ability to exploit Mobilehome park tenants. For these reasons among others, the City Council of
the City and the Mobilehome home park owner acknowledge and agree that it is necessary to
protect the owners of Mobilehomes from unreasonable rent increases, while at the same time
recognizing the need of the Mobilehome park owner to receive a fair return on their property and
rental income sufficient to cover increases in the costs of repairs, maintenance, insurance,
employee services, additional amenities and other costs of operation.
Section 020 Definitions.
For the purposes of this Exhibit D, the terms set forth in this section have the following
meanings:
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"Accurate" means correct mathematically on the rent schedule form and any
supplemental application material.
"Capital improvement" means any addition of betterment made to the Mobilehome park
which consists of more than mere repair or replacement of existing facilities or improvements
which has a useful life of five (5) or more years, adds to the value of the property and
appreciably prolongs its useful life and which may be amortized in accordance with applicable
Internal Revenue Code regulations.
"City" means the City of Moorpark.
"City staff" or "staff' means the staff of the City.
"Complete" means rent schedule forms filed are filled out properly.
"Compliance" means the submittal of rent schedule forms as approved by the City, the
payment of an administrative fee, as established by resolution of the City Council, for the
submission of Mobilehome space rent increase applications, and other requested material,
documentation, information and responses to staff questions to comply with this Exhibit D.
"Consumer Price Index" means the percentage change in the Consumer Price Index for
the U.S. City Average, All Urban Consumers, All Items, for the twelve (12) month period ending
four (4) months prior to the eff~ctive date of the proposed rent increase (e.g., November
effective date would be for twelve (12) month period ending June 30th). In the event the
Consumer Price Index ceases to be complied and published, or is calculated on a significantly
different basis, during the term of the Regulatory Agreement, the most comprehensive official
index published by the federal government of the United States of America that most closely
approximates the percentage change that would have been reflected in the Consumer Price
Index shall be used whenever the Consumer Price Index would have been used pursuant to this
appendix.
"County" means the County of Ventura.
"Mobilehome" means a structure with dimensions larger than eight (8) feet by forty (40)
feet or size larger than three hundred twenty (320) square feet designed for human habitation,
transported over streets and highways to a permanent occupancy site, and installed on the site
either with or without a permanent foundation.
"Mobilehome park" or "park" means the mobilehome park at 15750 Arroyo Drive,
Moorpark, California; commonly referred to as Villa Del Arroyo Mobilehome Park.
"Mobilehome park owner" or "owner" means the owner, lessor, operator and/or manager
of the Mobilehome park.
"Mobilehome tenant" or "tenant" means any person entitled by written or oral agreement
or by sufferance to occupy a Mobilehome park space to the exclusion of others.
"Mobilehome park rent review board" or "board" means the City Council.
"Net operating income" means gross income less operating expenses. "Gross income"
includes the sum of the gross space rent plus other income generated as a result of operating
D-2
89
the Mobilehome park (i.e., laundry facilities, recreational vehicle storage, etc.) plus revenue
received from the sale of utility services (gas, water, electricity, cable TV, refuse, etc.) where
such utilities are billed individually to-the tenants by the Mobilehome park owner. Operating
expenses include the costs of operation and maintenance, as defined on the rent schedule
forms.
"Operation and maintenance" means services provided by the Mobilehome park owner
related to the use or occupancy of a Mobilehome park space, including, but not limited to, water
and sewer, natural gas, electricity, refuse removal, management and administration (including
employee salaries and fringe benefits), maintenance and repairs, supplies, advertising,
recreation facilities, laundry facilities, parking, security services, insurance, property taxes, other
governmental assessments and other costs reasonably attributable to the operation or
maintenance of the Mobilehome park. The term operation and maintenance shall not include
legal fees related to rent stabilization or tenant relations, costs incurred in proceedings related to
this appendix, or mortgage payments, whether for principal, interest, or both.
"Regulatory Agreement" means the Regulatory Agreement and Declaration of
Restrictive Covenants, dated as of May 1, 2011, among the City, U.S. Bank National
Association, as trustee, and Villa Del Arroyo Moorpark LLC.
"Rehabilitation work" means work done on or in the Mobilehome park in order to comply
with an order issued by the City, County or other public agency, or to repair damage resulting
from fire, earthquake or other natural disaster.
"Rent schedule forms" means forms, including any accompanying instructions, provided
by the City and required to be filed by the Mobilehome park owner for a proposed rent increase.
"Space rent" means the consideration, including any bonuses, benefits or gratuities,
demanded or received in connection with the use and occupancy of a space in the Mobilehome
park, or for the services provided, but exclusive of any amount paid for the use of a Mobilehome
or utility charges or trash charges which are billed separately whether or not the units are
individually metered. "Space rent" does not include reasonable user fees for services actually
rendered to some, but not all, of the tenants of the Mobilehome park.
"Space rent occupancy change" means any time that a Mobilehome in the Mobilehome
park or the space occupied by such a Mobilehome is vacated voluntarily or as a result of an
eviction action or a resale of the Mobilehome. No space rent occupancy change shall be
deemed to have occurred if an existing tenant removes an existing Mobilehome from the space
that tenant rents in the Mobilehome park, in order to replace that Mobilehome with another
Mobilehome, to be installed on the same space.
Section 030 Exemptions.
The provisions of this Exhibit D shall not apply to the following:
A. Mobilehome park spaces rented for nonresidential uses, as allowed by the City's
zoning ordinance or;
B. Tenancies which do not exceed an occupancy of twenty (20) days and which do
not contemplate an occupancy of more than twenty (20) days;
D-3
90
C. Tenancies covered by leases or contracts that provide for more than a month-to-
month tenancy. This exemption is only for the duration of a lease or contract that was in effect
on the date that the Regulatory Agreement was fully executed by the parties. Upon the
expiration or other termination of any such lease or contract, this appendix shall immediately be
applicable to the tenancy.
Section 040 Rent increase -Legality.
A. The owner shall not increase any space rent, and no increase in space rent shall
be effective, unless the increase is made in compliance with the provisions of this Exhibit D; nor
shall the owner fail to comply with any provision of this Exhibit D.
B. Effect on Leases. In any application for a space rent increase under this Exhibit
D, the owner shall indicate which, if any, of the Mobilehome park spaces are covered by leases
or contracts which provide for more than a month-to-month tenancy, together with the
expiration date of each such lease or contract. Arty space rent increase approved by the board
under this Exhibit D shall not be applicable to spaces covered by such leases or contracts
during the terms of such leases or contracts. Upon the expiration of each such lease or contract
the space rent contained in that lease or contract shall remain in effect until the next rent
increase for the Mobilehome park is decided by the board. This subsection is not intended to
preclude the extension or commencement of any lease or contract.
C. Effect on Space Rent Occupancy Change. Upon a space rent occupancy
change, the Mobilehome park owner may increase the space rent in effect for that particular
space at the time of the change by an amount not to exceed the lesser of five percent (5%) or
the Consumer Price Index. Such an increase shall not be applied more than once in a twelve
(12) month period and not more than two (2) times in any five (5) year period. Nor shall such an
increase constitute a space rent increase for the purpose of determining when the last space
rent increase became effective under Section 050A(2) or Section 060A(1).
Section 050 Standard space rent increase.
A. _ Basis for Determination. The procedures and fees set forth in Section 060 shall not
apply to any proposed space rent increase which does not exceed the adjusted Consumer Price
Index ("CPI") of the total space rent of each affected Mobilehome park space, provided that:
1. The adjusted Consumer Price Index means the full CPI up to and
including seven percent (7%) and two-thirds (2/3) of the CPI above the seven percent
(7%) up to and including eighteen percent (18%) for a maximum total increase of
fourteen point thirty-three percent (14.33%).
2. The proposed space rent increase is to become effective no sooner than
one (1) year from the date the last increase became effective at the Mobilehome park.
B. Procedure.
1. Not less than ninety (90) days prior to the effective date of the proposed
increase, the owner shall file with the board a rent schedule form and supporting
documentation together with a copy of the written notice of the proposed increase and
proof that the owner has served each affected tenant, personally or by mail, with the
notice. The notice shall state: (a) the number of the space or other means by which the
D-4
91
space is routinely identified; (b) the proposed rent for the space and the effective date
thereof; and (c) that a copy of the rent schedule form and supporting documentation is
available to any affected tenant, free of charge, upon request at the owner's office in the
Mobilehome park. Mailed notice shall be deemed served as of the second day after
deposit in the U.S. mail, postage-prepaid. The rent schedule form shall show the existing
rent and proposed new maximum rent for each affected space together with the
percentage increase and shall include the Consumer Price Index together with
documentation thereof.
2. Concurrently with filing the rent schedule form, the owner shall deposit
with the City five hundred dollars ($500.00) as a fee to cover the costs of the City
processing the proposed space rent increase, provided on January 1, 2005 and every
five (5) years thereafter the deposit shall be increased by twenty (20) percent of the
amount theretofore in effect. Upon conclusion of such processing, the balance of the
deposited processing fees, if any, shall be refunded to the owner. If additional costs are
incurred by the City, the owner shall be billed for such additional costs and shall pay the
City in full within fifteen (15) days after the City deposits the bill in the U.S. mail, postage
prepared, address to the owner at the address of the Mobilehome park. Costs shall
mean the actual time spent by City staff, calculated in quarter hour increments, at one
and half (1-1/2) times the hourly rate of the particular person performing the work plus
any out-of-pocket expenses incurred by the City. In the event the City does not have any
hourly rate in effect for a person at the time the person performs the work, calculation of
the one and a half times the hourly rate shall be based upon: an hourly rate that is
determined by the City by dividing the person's annualized salary by 2080 hours.
3. If the rent schedule form contains errors or omissions, City staff shall
return the form to the owner within sixty (60) days after the form was filed with the board
together with a written notice as to the deficiencies. The notice may also provide that the
application is being suspended until a complete and accurate form is filed with the board.
4. If the application is suspended, the proposed rent increase shall not
implemented by the owner until City staff notifies the owner in writing that a complete
and accurate form has been filed with the board; otherwise, the increase shall become
effective as of the date specified in the notice to affected tenants described in subsection
B.1.
5. If a space rent increase exceeds subsection A of this section, the
proposed increase may not be implemented by the owner unless and until approved by
the board in accordance with Section 060.
Section 060 Rent increase--Determination of allowable operation and maintenance and
remainder increases.
A. Basis for Determination.
1. The proposed space rent increase shall become effective no sooner than
one (1) year from the date the last increase became effective at the Mobilehome park.
2. For purposes of determining allowable increases, the space rent shall be
divided into two (2) components as follows:
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a. Operation and Maintenance. The portion of the space rent attributable
to the cost of operation and maintenance. This component may be increased to
cover documented increases in this component. Increases in income from other
park-related sources shall be deducted in determining the amount of increase in
costs. In the -event the Mobilehome park owner does not separately bill utilities,
converts from a commonly shared metered system to each space, or when the
owner initiates a segregated charge or a separate trash or utility billing to the
space, the owner shall file a written report of such change with the board on or
before the effective date of the charge. The board shall determine the amount to
be deducted from the space rent as a result of such separate charges or billing.
Thereafter, such charges or billings shall not be a part of space rent.
b. Remainder. The remainder of the space rent. This component may be
increased by not more than the Consumer Price Index. In no event, however,
shall the increase exceed five percent (5%). Supporting documentation shall be
filed to justify the requested increase.
3. Calculations of space rent increases for the Mobilehome park, as
provided in this Section, shall be based upon the consecutive twelve (12) month period
ending four (4) months prior to the effective date of the proposed increase. In no event,
however, shall the operation and maintenance component for any month, or portion
thereof, be used in the calculations for more than one (1) space rent increase.
B. Procedure.
1. Not less than ninety (90) days prior to the effective date of the proposed
increase, the owner shall file with the board a rent schedule form and supporting
documentation together with proof that the owner has served each affected tenant,
personally or by mail, with written notice of the proposed increase. The written notice
shall state: (a) The proposed rent and effective date thereof; and (b) that a copy of the
rent schedule is available to any affected tenant, free of charge, upon request at the
owner's office in the Mobilehome park. Mailed notice shall be deemed served as of the
second day after deposit in the U.S. mail, postage prepaid. The rent schedule form shall
show the existing rent and proposed new maximum rent for each affected space,
calculated according to subsection A of this Section, and shall include documentation
supporting the requested increase in the remainder component.
2. Concurrently with filing the rent schedule form, the owner shall deposit
with the City one thousand dollars ($1,000.00) as a fee to cover the costs of the City of
processing the proposed space rent increase, provided that on January 1, 2005 and
every five (5) years thereafter, the deposit shall be increased by twenty (20) percent of
the amount theretofore in effect. Upon conclusion of such processing, the balance of the
deposited processing fees, if any, shall be refunded to the owner. If additional costs are
incurred, the owner shall be billed for such additional costs and shall pay the City in full
within fifteen (15) days after the City deposits the bill in the U.S. mail, postage prepared,
address to the owner at the address of the Mobilehome park. Costs shall mean the
actual time spent by City staff, calculated in quarter hour increments, at one and a half
(1-1/2) times the hourly rate of the particular person performing the work plus any out-of-
pocket expenses incurred by the City. In the event the city does not have any hourly rate
in effect for a person at the time the person performs the work, calculation of the one
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and a half times the hourly rate shall be based upon an hourly rate that is determined by
dividing the person's annualized salary by 2080 hours.
3. The board shall hear any request complying with the requirements of
subdivisions 1 and 2 of this subsection not later than forty-five (45) days after receipt
thereof. At least ten (10) days prior to the hearing, the board shall give written notice of
the time and place set for the hearing to the owner, the tenants' representative and any
person who has filed with the City Clerk a written request to be notified. No hearing or
any part thereof may be continued beyond twenty (20) days after the initial hearing date
without the owner's consent. If the board approves the increase as requested, or lower
than requested, the same shall take effect as noticed by the owner or as the
board may otherwise direct.
4. The board shall make a final decision no later than ten (10) days after the
conclusion of the hearing. The board's decision shall be based on the preponderance of
the evidence submitted at the hearing. The owner and all tenants requesting written
notice shall be advised of the board's decision and given a copy of the findings upon
which the decision is based. The decision of the board shall be final.
5. The board may, with respect to:
a. The operation and maintenance component, approve in whole or
in part, or deny the increase noticed by the owner. Approval shall be based on a
finding that the relevant portion of the rent schedule form, as originally filed by
the owner or as amended by the owner prior to the close of the hearing, is
accurate, complete and in compliance with this Section. A reduction shall be
based on a finding that circumstances, as determined by the board, justify a
lesser increase than that noticed by the owner,
b. The remainder component, (i) approve the increase noticed by the
owner, in whole or in part, based upon a finding that the increase, as approved,
permits a fair return and sufficient rental income in accordance with the purpose
and intent of this Exhibit D, or (ii) deny in total the increase noticed by the owner,
based upon a finding that an increase shall not be necessary for the owner to
receive a fair return and sufficient rental income in accordance with the purpose
and intent of this Exhibit D.
Section 070 Conduct of meetings and hearings.
Meetings and hearings of the board shall be conducted in accordance with the following:
A. Except as authorized by state law, all meetings and hearings conducted
by the board shall be open to the public.
B. Each party to a hearing may have assistance from an attorney or such
other person as may be designated by the party in presenting evidence or in setting forth
by argument their position. All witnesses shall be sworn in and all testimony shall be
under penalty of perjury.
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C. In the event that either the owner or any interested tenant(s) should fail to
appear at the hearing at the specified time and place, the board may hear and review
such evidence as may be presented and make such decisions as if both parties had
been present.
D. All hearings shall be tape-recorded. Tapes shall be preserved for two (2)
years, or longer if requested in writing by any party affected by the hearing and the
request is received by the city not less than ninety (90) days prior to the expiration of the
two-year period.
Section 080 Retroactive increases or refunds.
A. The procedures of this Exhibit D are intended to result in a final decision prior to
the effective date of a proposed space rent increase. If staff or board actions do not result in a
final decision by the effective date of the proposed increase, the decision shall be retroactive to
the noticed effective date, unless the decision is delayed as a result of an incomplete
application. The tenants shall pay the retroactive amount to the owner within thirty (30) days
after the decision of the board is announced.
B. If the board finds that a space rent increase went into effect in violation of this Exhibit
D, or any portion thereof, the owner shall refund the amount of the increase to the tenant(s)
within thirty (30) days after the decision of the board.
Section 090 Procedural irregularities.
Formal rules of evidence or procedure which must be followed in court shall not apply to
the board proceedings, except to the extent that the board shall determine ln its sole discretion.
No action of the board shall be held void or invalid or be set aside by any court on the ground of
the improper admission or rejection of evidence, or by reason of any error, irregularity,
informality, neglect or omission (hereinafter called "error") as to any matter pertaining to
applications, notices, findings, records, hearings, reports, recommendations, or any matters of
procedure whatever, unless after an examination of the entire case, including the evidence, the
court shall be of the opinion that the error complained of was prejudicial, and that by reason of
such error the party bringing the action or suit sustained and suffered substantial injury, and that
a different result would have been probable if such error had not occurred or existed. There
shall be no presumption that error is prejudicial or that injury was done if error is shown.
Section 100 Notice to new tenants.
Prior to, or at the time of, agreeing to rent or lease a mobilehome park space to a new
tenant, the owner shall provide the new tenant with a copy of this Exhibit D, as currently in force,
along with a summary of the key provisions of this Exhibit D and projections regarding the effect
such provisions may have on tenants. This summary shall be prepared and provided by the City
to the Mobilehome park owner.
Section 110 Tenant's right of refusal.
A tenant may refuse to pay any increase in space rent which is in violation of this Exhibit
D. Such refusal to pay shall be a defense in any action brought to recover possession of a
Mobilehome park space or to collect the space rent increase.
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Section 120 Hardship to tenant.
A. Statement from Tenant. Any tenant affected by a proposed space rent increase
may file a statement of unreasonably severe economic hardship with the Mobilehome park
owner not less than forty-five (45) days prior to the effective date of the proposed rent increase.
The statement shall be made on a form that is available from the owner. The form shall be
prepared and provided by the City to the owner.
B. Review by Owner. Within ten (10) days after the statement is filed, the owner
shall either notify the tenant in writing that the rent increase shall be reduced by the amount
identified in the statement or shall file with the board a request to convene a review panel. The
request shall set forth the reasons for the owner's request that the review panel be convened,
together with all documentation that supports the request, and shall be accompanied by a copy
of the tenant's statement, including all documentation attached thereto. The panel shall consist
of three members: the owner and two representatives of the City appointed by the mayor with
the approval of the City Council. The City representatives shall be the City Councilmembers
and/or members of City staff.
C. Review by Panel. The review panel, with one of the City representative's acting
as presiding officer, shall meet at a place on the Mobilehome park grounds furnished by the
owner to consider the statement. The meeting shall be at a time mutually convenient to the
panel and the tenant, provided that the panel shall render its decision not more than thirty-five
(35) days after the request was filed with the board. At the meeting, the panel shall review the
documentation provided by the tenant to the owner and the documentation provided by the
owner to the board and shall hear from the tenant. If the panel finds that the proposed rent
increase constitutes an unreasonably severe economic hardship on the tenant, it may by
majority vote order that the rent increase, or any portion, thereof, be waived. The decision of the
panel shall be final.
D. Unreasonably Severe Economic Hardship. Any tenant whose household income
and monthly housing expense meet the criteria established by the Housing Assistance
Payments Program under Section 8, existing housing provisions of the Housing and Community
Development Act of 1974 (P.L. 93-383) and the regulations pertaining thereto, or any successor
program, shall be deemed to be suffering under unreasonably severe economic -hardship. The
burden of proof in establishing any other form of unreasonably severe economic hardship shall
be on the tenant.
Section 130 Retaliatory eviction.
Notwithstanding Section 130 of this Exhibit D, in any action brought to recover
possession of a Mobilehome park space, the court may consider as grounds for denial any
violation of any provision of this Exhibit D. Further, the determination that the action was brought
in retaliation for the exercise of any rights conferred by this Exhibit D shall be grounds for denial.
Any action brought within three (3) months of the determination of a request for a space rent
increase pursuant to Section 060 or 070 of this Exhibit D, including a determination made as a
result of a petition filed with the board by a tenant pursuant to Section 050 of this Exhibit D, shall
be presumed to be retaliatory. This presumption affects the burden of proof and is rebuttable by
the owner.
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Section 140 Tenants' civil remedies.
If the owner demands, accepts, receives or retains any payment of space rent in excess
of the maximum approved by the board under this Exhibit D, the tenants affected by such
violation, individually or by class action, may seek relief in a court of competent jurisdiction for
injunctive relief or damages or both. ln any such court proceeding, the prevailing party shall be
awarded his reasonable attorney's fees and court costs. In its discretion and in addition to any
other relief granted or damages awarded, the court shall be empowered to award to each tenant
who is a party to the action or suit, civil damages in the sum of not more than three (3) times the
total monthly space rent demanded by the owner from each such tenant in violation of this
Exhibit D.
Section 150 Owner's mandamus remedy.
Space rents shall not be increased, except as provided in this Exhibit D. The owner may
bring a writ proceeding to challenge the denial, in whole or in part, of such an increase. The
challenge shall be limited to whether there was a prejudicial abuse of discretion. Abuse of
discretion shall be established only if the City has not proceeded in the manner required by
Section 050 or 060 of this Exhibit D, the decision is not supported by findings or the findings are
not supported by the evidence.
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