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HomeMy WebLinkAboutAG RPTS 1998 0520 RDA REG7o5.6 ITEM r2 . A. CITY OF MOORPARK, CALIFORNIA MOORPARK REDEVELOPMENT AGENCY Redevelopment Agency Meeting AGENDA REPORT Of — C2 8 ACTION: d 14 rove TO: Honorable Agency Board of Directors RY:-- 6 FROM: John E. Nowak, Assistant Executive Director DATE: 11 May 1998 (Agency meeting of 05- 20 -98) SUBJECT: Request for Approval to Replace Part-time Clerical Position with One -half of Full -time Clerical Position Discussion: The Redevelopment Agency has had a part-time clerical position included in its budget for the past two years. The position has been vacant for the past six months. The Agency's past experience with part-time employees has been their limited skills and uncertainty about the times they would be available to work for the Agency. A recent recruitment by the Agency for a part-time position did not result in applications from individuals with the skills and experience needed for effective Agency assistance. Employing a full -time clerical staff will provide a more skilled and trained individual to assist with various clerical functions of the Agency's operations, be available for known periods of time to allow for better scheduling of tasks, and improve efficiency in the department's operations. It is proposed that the full -time clerical position be shared between the Redevelopment Agency and the Community Development Department. The one -half full -time position will cost the Agency approximately $5,000 more per year. There are sufficient savings in the Agency's current year personnel costs to cover the additional expenses this fiscal year and for FY 1998 -99. Recommendation: That the Agency Board of Directors approve filling the part-time clerical position in the Redevelopment Agency with one -half time of a full -time clerk - typist position. III coa- I ITEM S •b• MOORPARK REDEVELOPMENT AGENCYTV OF MOORPARK, CALIFORNIA Redevelopment Agency MeetingAGENDAREPORT of ---- 5 , 2-0 . C1 $' ACTION: -F i n a.l i Z G it410 a Mer)+ TO: Honorable Agency Board of Directors o n J u n ee , -rte o n s e n F FROM: John E. Nowak, Assistant Executive Director DATE: 15 May 1998 (Agency meeting of 05- 20 -98) SUBJECT: Gisler Field Disposition and Development Agreement Staff is continuing its negotiations with Cabrillo Economic Development Corporation on a proposed Disposition and Development Agreement on Gisler Field. In order to complete the negotiations and to provide the Agency Counsel an opportunity to review the final proposed DA, the staff report with the draft document will be provided to the Agency Board no later than Tuesday May 19. Staff will be proposing that the Agency act on the draft Agreement, and if it concurs with the terms, either approve it subject to Agency Counsel and Executive Director approval of final language or have a final document prepared and presented for formal action at a subsequent Agency meeting. I I +' (C' a-/ 0 8ITEMrj• MOORPARK REDEVELOPMENT AGENCY AGENDA REPORT TO: Honorable Agency Board of Directors FROM: John E. Nowak, Assistant Executive Director<:T J= DATE: 15 May 1998 (Agency meeting of 05- 20 -98) SUBJECT: Report on the Disposition and Development Agreement with Cabrillo Economic Development Corporation for the Gisler Field Project Discussion: In December 1997 the Agency Board of Directors authorized staff to negotiate a Disposition and Development Agreement (DDA) with Cabrillo Economic Development Corporation (CEDC) for the construction of a housing project at the Gisler Field site which included affordable housing for low and very-low income households. Staff has been working on a DDA with CEDC since that time, receiving clarification from them on their proposed project, and at a meeting on April 1, 1998 direction from the Agency Board on some issues. Presented for the Agency's consideration is a Disposition and Development Agreement for the development of the Gisler Field site. Certain minor attachments are not included, such as the legal description of the site, but which will be ready when the DDA has been signed by CEDC and is presented for the Agency's formal approval. The salient points of the DDA are as follows: Development. There are to be a total of fifty -nine (59) units to be constructed on the site. Of that total, not less than eleven (11) shall be affordable for low income households and not less than four (4) shall be affordable for very -low income households. Eligible households will be based on Ventura County criteria at the time of sale. The Agency would be required to approve the method CEDC used to determine affordability prior to the unit's sale. CEDC would be required to designate which lots were designated for affordable units at the time of Final Tract Map recordation, and the Agency would be required to approve the scheduling of the construction of the affordable units to assure they are spread throughout the development. The development would include one and two story single- family detached units with either three or four bedrooms. At least three (3) different elevations would apply in the project. Only single story units can be built along the entire western boundary of the property. A public street will be constructed from Poindexter Avenue to the southern entrance to Poindexter Park. The street is to be forty feet (40') wide within a fifty -three foot (53') right - of -way. All other internal streets will be private streets with a Homeowners Association Gisler Field DDA 20 May 1998 Page 02 created to pay for the ongoing maintenance of the streets and sidewalks. The internal streets will be thirty -six feet (36') within forty-four foot (44') right -of -ways, with four foot sidewalks. All streets would have streetlights and other standard residential features. The Agency has not received written assurance from the County Fire Protection District that the private streets as currently designed will meet their requirements (an early design was given preliminary approval). Development Standards: The proposed units are within the maximum density allowed for the site. None of the setbacks on the parcels meet current development Codes, being less than the distances called for. As proposed, the units would have one side yard with a three foot (3') setback, and the other side yard with either a five foot (6) or ten foot (10') setback. The rear yards would generally have sixteen foot (16') setbacks and the front yards would have eighteen foot (18 ") setbacks with twenty foot (20') driveways. All setbacks are at least 20% below the current development standards. However, as indicated in December and as agreed to by the Agency, there is a provision in the Code for the City Council to reduce the setback requirements. CEDC would be required to apply for and either obtain waivers from the Council or seek variances from the Planning Commission. If the waivers /variances are not granted, the project would need to be redesigned to meet the approved standards which would most likely reduce the total number of units built, including the number of affordable units. Schedule: The project schedule (Attachment 4 to the Agreement) is based on the DDA being executed in June 1998. Various applications for approvals and entitlements would occur during the following year with escrow closing on the property in December 1999. From that point the developers would have 2 years to complete construction. There is a provision to allow for extensions if the delay is beyond the control of the Developer (Section 13.04). Payments: The sale price for the land is $1,500,000. The $25,000 good faith deposit due prior to execution by the Agency would be applied against the purchase price, but would not be refundable if the Developer in any way defaults or walks away from the project. Interest will begin to accrue on the purchase price at the time of recordation of the final map or two years from execution of the DDA, whichever comes first. Interest will be at the LAW quarterly rate and calculated monthly. Interest payments will be due beginning thirty 30) days after close of the construction loan, and will be payable on a monthly basis. The pro rata payment for the purchase price will occur prior to the close of escrow on the 44 units being sold at market rates. The per unit payment would be $33,523.00 for the purchase price. A promissory note in the amount of $1,475,000 would be issued prior to conveyance of the title, and cannot be subordinate to any loan except the construction loan. Gisler Field DDA 20 May 1998 Page 03 All pre - entitlement and review fees would be paid in the amounts and at the regular time as for any other residential development. City fees for the market value units would be due at the regular payment time. Fees for the affordable units would be payable at the time of issuance of a Certificate of Occupancy (subject to City Council concurrence). Penalties: There is a provision for penalties to be assessed if the Developer causes delays in the project, pursuant to Agency direction at its December meeting. The penalty Section 04.08) would be equal to one percent (1 %) of the outstanding purchase price if the Developer fails to cure defaults with fifteen (15) days of being notified of a default. The default amount increases every (7) days by a similar amount until schedule default is corrected. Agency Control: A major control over the project proposed in the DDA is for deed restriction to be placed on each individual parcel recorded in the final tract map that would require the Agency to grant its approval and release of the restrictions prior to close of escrow on any sale of the individual units. For the units being sold at market rates, the Agency could only withhold its approval if any of the fees, interest, penalties or purchase price payment has not been made as required. For the affordable units there would also be an additional restriction that would remain on the property, that the unit remain a affordable purchase prices either for the life of the Redevelopment Project, or for the six additional units, for the time specified by the Developer. Agency staff will need to administer this requirement at a cost that is not covered by the Developer. Other Items: Pursuant to the RFP, the Agency will pay for one -half of the construction cost of the public street and the related storm drain. However, the plan presented by CEDC requires additional right- of-way for the street. Approximately 0.03 acres will be needed from Poindexter Park ranging in width from three feet (3') to a few inches. Pursuant to Agency action on April 1, the City would be requested to deed this land without cost. However, CEDC would be required, at its sole cost to survey the area, prepare and record revised maps for the Park site. Also, approximately six and one -half feet (6 1!2') of additional right - of-way would need to be purchased from the privately owned property on the east side of the street along the northerly 250 feet of the street. The Developer would be required to purchase this property at its sole cost. To assure that the street is completed, the Agency will without approval of the sale of the last ten (10) market priced units until the construction is completed. The Agency would have the option of allowing the Developer to provide cash payment for the purchase of the land, survey, recordation and related costs, and construction of the balance of the street in lieu of the Developer completing the work. If this option is taken, the Agency would not share in any of the construction cost for that segment of the street. Gisler Field DDA 20 May 1998 Page 04 Areas of Difference: There are some areas of difference between staff and the Developer related to this DDA. The Agency would need to decide the importance of these issues as they related to the overall DDA and the project. Length of Affordability. The RFP requires that the affordable housing units remain affordable as required by the Redevelopment Plan, i.e., for the life of the Plan or approximately 30 years. The DDA, as presented requires the nine (9) affordable units required by Redevelopment law remain so during the life of the Agency plan and the additional affordable units proposed by the Developer could be of varying lengths of affordability from five (5) to fifteen (15) years. The Developer is requesting that the nine (9) required affordable units be allowed to transition to market value sooner. 2. Landscaping on Poindexter Avenue The RFP required a twenty foot (20) landscaped area along the entire southerly side of Poindexter Avenue with a five foot (6) sidewalk included. Staff has proposed, and included in the DDA, a fifteen foot (15') area with five foot sidewalk and ten foot landscaped area. This was to assist with meeting the noise requirements from the railroad. The Developer wants to have the westem most forty -eight feet (48') developed with five feet of landscape and then jog to a ten foot landscape area. 3. Landscaping on New Public Street. The RFP required eight feet of landscape area on both sides of the sidewalks along the new public street in addition to the street right -of -way. Subsequently staff agreed to reduce the amount of landscape area and allowed it inclusion in the right -of -way. This is particularly important to screen the block walls along the street. The Developer still has not provided plans indicating how they propose to provide any landscaping along the western side of the public street beyond a possible less than one foot (1) area. 4. Fees. The RFP required the Developer to pay all applicable fees. The staff report to the Agency Board in December indicated that staff could support a cap on Quimby fees not to exceed $3,000, but that all other fees would need to be at the standard rate for similar residential projects. Setting those fees at the rates in effect at the time of signing the DDA was discussed but not agreed to by the Agency. Th 5. Developer wants the non - Quimby fees set at the current rates. This is an action that cannot be included in the DDA since the Agency Board has no authority to impose conditions on the City Council. There is a provision in the DDA for the Developer to apply for a waiver of modification of fees to the Council. Gisler Field DDA 20 May 1998 Page 05 SummaM The Disposition and Development Agreement presented to the Agency Board for consideration would allow for the development of the Gisler Field site with 59 single family residential units, fifteen of which would be affordable for households of low and very-low income. Within three and one -half years the Agency would recover the purchase price of $1,500,000 and it would receive some interest beginning in approximately 18 months. The primary concerns from staff are: (1) That none of the proposed units meets current development standards for a single family project and would require either Council waivers or variances. (See "Development Standards'. (2) The Developer is proposing that none of the affordable units remain as affordable through the term of the Redevelopment Plan, as required in the Plan. (3)The completion of the new public street is predicated on the acquisition of additional right -of -way from private ownership. The street construction can be conditioned in the Final Map in addition to the requirements of this Agreement. (4) Landscaping along both Poindexter Avenue and the new public street are less than anticipated in the RFP. (5) The internal streets are less than City standards requiring them to be private streets. This requires an HOA to be established to garner funds to maintain the streets, which raises the issue of having HOA fees charged to low and very-low income households. Staff is not as concerned with this issue provided that CEDC can explain to the Agency Board how this might impact having low and very-low income households qualify for the units without any further City or Agency support. The Agency Board will need to determine its position on items (1), (2), (3) and (4) discussed under "Areas of Difference" in this report. These would then be incorporated in the DDA and presented for CEDC's review and approval. The Agency may then either allow the final draft to be reviewed by legal counsel and the Executive Director prior to execution, or require the full document be presented back to the Agency Board for approval. Recommendation: That the Redevelopment Agency Executive Board make a determination on the terms of the draft Disposition and Development Agreement with Cabrilllo Economic Development Corporation for the Gisler Field project, and either approve it subject to Agency Counsel and Executive Director approval of the final language or have a final document prepared and presented for formal action at the Agency's June 17, 1998 meeting. Attachment: Disposition and Development Agreement Development Plan DISPOSITION AND DEVELOPMENT AGREEMENT by and between CITY OF MOORPARK REDEVELOPMENT AGENCY, AGENCY" and CABRILLO ECONOMIC DEVELOPMENT CORPORATION, DEVELOPER" June --, 1998 CONTENTS Section 1 SUBJECT OF AGREEMENT 01.01 Purpose ......... ............................... 1 01.02 The Redevelopment Plan .......................... 1 01.03 The Redevelopment Project Area .................... 1 01.04 The Site ........ ............................... 1 Section 2 PARTIES TO THE AGREEMENT 02.01 The Agency ...... ............................... 2 02.02 The Developer ... ............................... 2 02.03 Prohibition Against Change in Developer .............. 2 Section 3 DISPOSITION OF SITE 03.01 Sale and Purchase ............................... 4 03.02 Escrow ......... ............................... 4 03.03 Conveyance of Title and Delivery of Possession ........ 7 03.04 Form of Deed .... ............................... 7 03.05 Condition of Title . ....:.......................... 7 03.06 Time and Place for Delivery of Deed ................. 9 03.07 Promissory Note Required ......................... 9 03.08 Title Insurance ... ............................... 9 03.09 Taxes and Assessments .......................... 9 03.10 Transfer of Public Right -0f Way to City ............... 10 03.11 Zoning of Site .... ............................... 10 03.12 Condition of the Site .............................. 10 03.13 Preliminary Work by Developer ..................... 11 03.14 Submission of Evidence of Financing ................. 11 Section 4 DEVELOPMENT OF SITE 04.01 Scope of Development ............................. 12 04.02 Basic Concepts and Schematic Drawings .............. 13 04.03 Landscaping and Grading Plans ..................... 13 04.04 Construction Drawings and Related Documents for the Site. 14 04.05 Agency Approval of Plans, Drawings & Related Documents 14 04.06 Cost of Construction ............................. 15 04.07 Schedule of Performance .......................... 15 04.08 Penalty for Failure to Perform ....................... 16 04.09 Indemnification During Construction: Bodily Injury &Property Damage Insurance ............................... 16 04.10 Compliance with Laws ............................. 17 04.11 City and Other Governmental Agency Permits .......... 17 04.12 City Fees ........ ............................... 17 04.13 Other Costs ...... ............................... 18 04.14 Rights of Access .. ............................... 18 04.15 Responsibilities of the Agency ....................... 18 SECTION 5 TAXES, ASSESSMENTS, ETC. 05.01 Taxes, Assessments, Encumbrances and Liens ......... 18 SECTION 6 PROHIBITION AGAINST TRANSFER 06.01 Prohibitions Against Transfers ....................... 19 SECTION 7 SECURITY FINANCING: RIGHT OF HOLDER 07.01 No encumbrances Except Mortgages, Deed of Trust, 24 09.02 Conveyances and Lease -Back or Other Conveyances for 24 09.03 Financing of Development ........................ 20 07.02 Holder not Obligated to Construct Improvements ........ 20 07.03 Notice of Default to Mortgage, Deed of Trust or Other 25 09.06 Security Interest Holder, Right to Cure ............... 21 07.04 Failure of Holder to Complete Improvements ........... 21 07.05 Right of the Agency to Cure Mortgage, Deed of Trust or 26 10.02 Other Security Interest Default ..................... 22 07.06 Right of the Agency to Satisfy Other Liens on the Property 27 10.04 after the Title Passes ............................ 22 SECTION 8 CERTIFICATE OF COMPLETION 08.01 Issuance of Certificate of Completion ................. 23 SECTION 9 USE OF THE SITE 09.01 Uses ........... ............................... 24 09.02 Maintenance of the Site ............................ 24 09.03 Obligation to Refrain from Discrimination .............. 24 09.04 Form of Nondiscrimination and Nonsegregation Clauses .. 24 09.05 Effect and Duration of Covenants .................... 25 09.06 Rights of Access - Public Improvements and Facilities .... 25 SECTION 10 DEFAULTS, REMEDIES AND TERMINATION 10.01 Defaults - General . ............................... 26 10.02 Legal Action ...... ............................... 26 10.03 Rights and Remedies are Cumulative ................. 27 10.04 Damages ........ ............................... 27 10.05 Specific Performance .............................. 27 ll SECTION 11 REMEDIES AND RIGHTS OF TERMINATION 11.01 Termination by Agency ............................ 27 11.02 Termination by Developer .......................... 28 SECTION 12 RIGHT OF REENTRY 12.01 Right of Reentry / Repossession ..................... 29 SECTION 13 GENERAL PROVISIONS 13.01 Notice, Demands and Communications between the Parties 31 13.02 Conflicts of Interest ............................... 32 13.03 Nonliability of the Agency Officials and Employees ...... 32 13.04 Enforced Delay: Extension of Time of Performance ...... 32 13.05 Inspection of Books and Records .................... 33 13.06 Approvals ....... ............................... 33 13.07 Real Estate Commissions .......................... 33 13.08 Monthly Progress Reports .......................... 33 SECTION 14 ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS 14.01 Entire Agreement . ............................... 33 SECTION 15 TIME OF ACCEPTANCE OF AGREEMENT BY THE AGENCY 15.01 Date of Agreement .............................. 34 SIGNATURES ATTACHMENTS Attachment No. 1 Site Map Attachment No. 2 Property Legal Description Attachment No. 3 Purchase Price and Schedule of Payment Attachment No. 4 Schedule of Performance Attachment No. 5 Form of Deed Attachment No. 6 Agreement Containing Covenants Affecting Real Property Attachment No. 7 Scope of Development Attachment No. 8 Agreement for Affordable Housing Attachment No. 9 Schedule of Fees lll This AGREEMENT is entered into by and between the CITY OF MOORPARK REDEVELOPMENT AGENCY (the "Agency") and CABRILLO ECONOMIC DEVELOPMENT CORPORATION (CEDC), a public benefit nonprofit corporation in the State of California (the "Developer"). The Agency and the Developer agree as follows: SECTION 1. SUBJECT OF AGREEMENT 01.01 PURPOSE The purpose of this Agreement is to effectuate an objective of the Moorpark Redevelopment Plan by providing for the disposition and development of the hereinafter defined Site. The development of the Site pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the best interest of the City of Moorpark and the health, safety, and welfare of its residents, and in accord with the public purposes of applicable federal, state and local laws and regulations. 01.02 THE REDEVELOPMENT PLAN This Agreement is subject to the provisions of the Redevelopment Plan for the City of Moorpark (which was approved and adopted on July 5, 1987 by the City Council of the City of Moorpark by Ordinance No. 110 ). The Redevelopment Plan is incorporated herein by reference and made a part hereof as though fully set forth herein. Any amendments to the Redevelopment Plan, as so approved and adapted, which change the uses or development permitted on the Site as proposed in this Agreement, or otherwise change the restrictions or controls that apply to the Site, or otherwise affect the Developer's obligations or rights with respect to the City, shall require the written consent of the Developer. Amendments to the Redevelopment Plan applying to other projects in the Redevelopment Project Area shall not require the consent of the Developer. 01.03 THE REDEVELOPMENT PROJECT AREA The Moorpark Redevelopment Project area is located in the City of Moorpark, California the "City"). The exact boundaries of the Redevelopment Project area are specifically and legally described in the Redevelopment Plan for said Redevelopment Project. Gisler Field DDA Page 1 of 34 01.04 THE SITE The "Site" includes that portion of the Moorpark Redevelopment Project area described as the southwest comer of Poindexter Avenue and Poindexter Park Road, as illustrated and designated on the "Site Map" which is incorporated herein and attached to this Agreement as Attachment No. 1 and as more precisely described herein and attached hereto as Attachment No. 2. SECTION 2. PARTIES TO THE AGREEMENT 02.01 THE AGENCY The Agency is a public body, corporate and politic, exercising governmental functions and powers, organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California. The principal office of the Agency is located at City Hall, 799 Moorpark Avenue, Moorpark, California 93021. Agency" as used in this Agreement includes the Redevelopment Agency of the City of Moorpark, California, and any assignee of or successor to its rights, powers and responsibilities. When the Agency must approve plans pursuant to this Agreement, the Agency may designate someone to perform such functions from the City staff or its . contractors. 02.02 THE DEVELOPER The Developer is Cabrillo Economic Development Corporation, a California nonprofit public benefit corporation. The principal office of the Developer is 11011 Azahar Street, Saticoy, California 93004. Wherever the term "Developer" is used herein, such term shall include any permitted nominee, assignee or successor in interest as herein provided. M - ... .RAt 4 K01;J 1) The Developer represents and agrees that its development and purchase of the Site and its other undertakings pursuant to this Agreement are, and will be used, for the purpose of development of the Site and not for speculation in land holding. The Developer further recognizes that, in view of: a) the importance of the development of the Site to the general welfare of the community, Gisler Field DDA Page 2 of 34 b) the fact that a change in control of the Developer, or any act or transaction involving or resulting in a significant change in control of the Developer or the degree thereof, is for practical purposes a transfer or disposition of the property then owned by the Developer. Notwithstanding the foregoing, changes in the personnel of the Developer shall not constitute a change in control of the Developer. The qualifications and identity of the Developer are of particular concern to the Agency. The Developer further recognizes that it is because of such qualifications and identity that the Agency is entering into the Agreement with the Developer. No voluntary or involuntary successor of Developer shall acquire any rights or powers under this Agreement except as expressly set forth herein. 2) The Developer shall not assign all or any part of this Agreement without the prior written approval of the Agency. The Agency agrees to give such approval if: (1) the original Developer retains controlling management; Of (2) in the reasonable judgement of the Agency, the proposed reconstituted Developer is comparable in all material respects (including experience, character and financial capability) to the Developer; i' 3) the original Developer remains fully responsible under this Agreement. Any such. change (or assignment of this Agreement in connection therewith) shall be by instruments satisfactory to the Redevelopment Agency Executive Director Director") or his designee. Evidence of the proposed assignee's qualifications to meet the obligations of the Developer under this Agreement shall be subject to the approval of the Director (or his designee). 3) For the reasons cited above, the Developer represents and agrees that prior to issuance by the Agency of a Certificate of Completion and without the prior written approval of the Agency, there shall be no significant change in the control of the Developer, or with respect to the identity of the parties in control of the Developer or the degree thereof, by any method or means. 4) The Developer shall promptly notify the Agency of any and all changes whatsoever in the identity of the parties in control of the Developer or the degree thereof, of which it or any of its officers have been notified or otherwise have knowledge or information. This Agreement may be terminated by the Agency if without prior approval of the Agency, there is any significant change (voluntary or involuntary) in or control of, the Developer or its associates (other than such changes occasioned by death or incapacity of any individual) prior to issuance of a Certificate of Completion for the Site herein under provided. Gisler Field DDA Page 3 of 34 5) The restrictions of this Section 02.03 shall terminate upon issuance by the Agency of a Certificate of Completion for the entire Site as described in Section 08.01. SECTION 3. DISPOSITION OF SITE 03.01 SALE AND PURCHASE In accordance with and subject to all the terms, covenants, and conditions of this Agreement, the Agency agrees to sell to the Developer and the Developer agrees to purchase the Site as shown in the Site Map (Attachment No. 1) and more precisely described in the Legal Description (Attachment No, 2). The Developer shall pay to the Agency as the total Purchase Price for the Site, the purchase price for the Site as set forth in the `Site Purchase Price' of Attachment No. 3, Purchase Price and Schedule of Payment" of this Agreement, which is attached hereto and incorporated herein. 03.02 ESCROW The Agency agrees to open an escrow for conveyance of the Site in the City of Moorpark with First American Escrow in Ventura, California, or such other escrow agent as may be acceptable to both the Agency and the Developer (the "Escrow Agent ") as escrow agent, within the time provided in the Schedule of Performance attached hereto as Attachment No. 4 and incorporated herein by this reference. Sections 03.02 through 03.10 inclusive of this Agreement constitute the joint escrow instructions of the Agency and the Developer, and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of escrow. The Agency and the Developer shall provide such additional escrow instructions consistent with this Agreement as shall be necessary. The Escrow Agent hereby is empowered to act under such instructions, and upon indicating its acceptance thereof in writing, delivered to the Agency and to the Developer within five (5) calendar days after opening of the escrow, the Escrow Agency shall cant' out its duties as Escrow Agent hereunder. Upon delivery of the Grant Deed for the Site to the Escrow Agent by the Agency pursuant to Section 03.05 of this Agreement, the Escrow Agent shall record such deed in accordance with these escrow instructions, provided that the title to the Site can be vested in the Developer in accordance with the terms and provisions of this Agreement. The Escrow Agent shall put, affix and cancel any transfer stamps required by law. Any insurance policies governing the Site are not to be transferred. Gisler Field DDA Page 4 of 34 The Developer shall pay in escrow to the Escrow Agent the following fees, charges and costs promptly after the Escrow Agent has notified the Developer of the amount of such fees, charges and costs, but not earlier than ten (10) calendar days prior to the scheduled date for the conveyance of the Site: 1) The escrow fee 2) The premium for the title insurance policy as set forth in Section 03.08 of this Agreement. 3) Costs necessary to place the title to the Site in the condition for conveyance required by the provisions of this Agreement. 4) Cost of drawing the deed. 5) Recording fees. 6) Notary fees. 7) Ad valorem taxes, if any, upon the Site or upon this Agreement or any rights hereunder, prior to the conveyance of title or possession. The Agency shall timely and properly execute, acknowiedge and deliver a deed in substantially the form established in Section 03.04 of this Agreement, conveying to the Developer title to the Site in accordance with the requirements of Section 03.05 of this Agreement, together with an estoppel certificate certifying that the Developer has completed all acts necessary under this Agreement to entitle the Developer to such conveyance, if such be the fact. The Escrow Agent is authorized to: 1) Pay, and charge the Developer for any fees, charges and costs payable under this Section 03.02 of this Agreement. Before such payments are made, the Escrow Agent shall notify the Agency and the Developer of the fees, charges and costs necessary to clear title and close the escrow. 2) Disburse funds and deliver the deed and other documents to the parties entitled thereto when the conditions of this escrow have been fulfilled by the Agency and the Developer. 3) Record any instruments delivered through this escrow if necessary or proper to vest title in the Developer in accordance with the terms and provisions of Gisler Field DDA Page 5 of 34 the escrow instructions portion of this Agreement. All funds received in this escrow shall be deposited by the Escrow Agent in a general escrow account with any state or national bank doing business in the State of California and approved by the Agency and the Developer, and may be combined in such account with other funds of the Escrow Agent. If this escrow is not in condition to close on or before the time for conveyance established in Section 03.03 of this Agreement, either party who then shall have performed the acts to be performed before the conveyance of the title may, in writing, demand the return of its money, papers or documents from the Escrow Agent. No demand for return shall be recognized until ten (10) calendar days after the Escrow Agent (or the party making such demand) shall have mailed copies of such demand to the other party or parties at the address of its principal place of business. Objections, if any, shall be raised by written notice to the Escrow Agent and to the other party with the ten (10) day period, in which event the Escrow Agent is authorized to hold all money, papers and documents with respect to the Site until instructed by a mutual agreement of the parties, or upon failure thereof, by a court of competent jurisdiction. If no such demands are made, the escrow shall be closed as soon as possible. if objections are raised as above- provided for, the Escrow Agent shall not be obligated to return any such money, papers or documents except upon the written instructions of both the Agency and the Developer, or until the party entitled thereto has been determined by a final decision of a court of competent jurisdiction. If no such objections are made within said ten (10) day period, the Escrow Agent shall immediately return the demanded money, papers or documents. Any amendment to the escrow instructions shall be in writing and signed by both the Agency and the Developer. At the time of any amendment the Escrow Agent shall agree to cant' out its duties as Escrow Agent under such amendment. All communications from the Escrow Agent to the Agency or the Developer shall be directed to the addresses and in the manner established in Section 13.01 of this Agreement for notices, demands and communications between the Agency and the Developer. The liability of the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Sections 01.04, Sections 02.01 through 02.02, and Sections 03.01 through 03.10 inclusive, of this Agreement. Gisler Field DDA Page 6 of 34 03.03 CONVEYANCE OF TITLE AND DELIVERY OF POSSESSION Subject to any mutually agreed -upon extension of time, conveyance to the Developer of title to the Site in accordance with the provisions of Section 03.06 of this Agreement shall be completed on or prior to thirty (30) calendar days following the completion of all conditions of this Agreement to convey title to the Site. Immediately upon recordation of the grant deed, the Final Tract Map shall be recorded on the Site, or such later date mutually agreed to in writing by the Agency and the Developer and communicated in writing to the Escrow Agent. Accept as otherwise provided herein possession of the Site shall be delivered to the Developer concurrent with the conveyance of title. The Developer shall accept title and possession to the Site on or before the dates established herefor in this Section 03.03. 03.04 FORM OF DEED The Agency shall convey to the Developer title to the Site in the condition provided in Section 03.05 of this Agreement by grant deed in a form mutually agreed upon by the Agency and the Developer consistent with this Agreement and substantially in the form attached hereto and incorporated herein as Attachment No.S. The grant deed and the Agreement Containing Covenants Affecting Real Property (Attachment No.6) to the Site shall contain covenants necessary or desirable to carry out this Agreement. 03.05 CONDITION OF TITLE The Agency shall convey to the Developer title to the Site free and clear of all liens, encumbrances, assessments, leases and taxes, except those which are set forth in this Agreement and included in the Grant Deed, and those which are otherwise consistent with this Agreement; provided however, that no covenants, conditions or restrictions shall prohibit or limit the development permitted by the Scope of Development (Attachment No. 7). Title to the Site shall be subject to the exclusion therefrom (to the extent now or hereafter validly excepted and reserved by the parties named in deeds, leases and other documents of record) of all oil, gas, hydrocarbon substances and minerals of every kind and character laying more than five hundred feet (500') below the surface, together with the right to drill into, through, and to use and occupy all parts of the Site lying more than five hundred feet (500') below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from the Site, but without, however, any right to use or disturb either the surface of the Site or any portion thereof within five hundred feet (500') of the surface for any purpose or purposes whatsoever. Title to the Site shall contain, in addition to the aforementioned, the following restrictions and covenants and shall be recorded as such. Gisler Field DDA Page 7 of 34 1) Escrow shall not close on the Site, nor shall Developer have an interest in the property until such time as Developer has received approval from Agency and has recorded a Final Tract Map with the County of Ventura, indicating thereon all property to be deeded to City for public infrastructures, and all lots, individually numbered, to be developed pursuant to this Agreement. Lots to be developed as affordable units shall be designated at the time of recordation; and 2) Each lot shall bear a restriction thereon that the sale of said lot by Developer or its successors shall not be final until Agency has provided written approval of said sale and a Certificate of Completion, pursuant to Section 08.01 of this Agreement, shall have been issued. Agency shall not deny the sale of said lot unless Developer has failed to pay all land costs and all associated development fees and costs to Agency and City prior toclose of escrow; and 3) Prior to Agency giving final approval to the last ten (10) lots to be sold at market rates" Developer shall be required to complete full development of the public street extending from Poindexter Avenue to the southerly entry to Poindexter Park, as provided for in Section 4.02 herein. The Agency may withhold approval of sale on said ten (10) lots until such time as the. improvements are completed, or the Agency may, at its sole discretion, permit the Developer to provide a cash payment for the total cost of any surveying, land acquisitions, recordation, legal fees, construction and related inspection fees, and any other related fees determined by the Agency to be required to complete the construction of said street. Should the cash payment option be permitted by the Agency, Developer shall be responsible for the full costs and Agency shall not be obligated to share in any costs for construction as provided for in this Agreement. 4) In addition to requirement (2) herein, each lot that Developer has identified as being for sale for low and very-low income households shall not be final until the Agency has reviewed and approved the qualification of the buyer as being of low or very-low income and has approved the deed restriction to be made a part of the Deed of Trust to maintain the property for low and very-low income households as required in Section 04.01 of this Agreement. 5) The Site shall not be used as collateral for any purpose whatsoever except for the purpose of obtaining a Construction Loan for the development of the Site pursuant to this Agreement. 6) All parcels shown on the Final Tract Map shall be included in a Home Gisler Field DDA Page 8 of 34 Owners Association which shall be established for the purpose of maintaining all streets and sidewalks within the right -of -way of the private streets. Recordation, deposits and all other required actions to effectuate the establishment of the Association shall be in compliance with State law and requirements of the City of Moorpark. 03.06 TIME AND PLACE FOR DELIVERY OF DEED Subject to any mutually agreed extension of time, the Agency shall deposit the Grant Deed for the Site with the Escrow Agent on or before the date established for the conveyance of the Site in the Schedule of Performance (Attachment No. 4). 03.07 PROMISSORY NOTE REQUIRED Prior to close of escrow, Developer shall provide a Promissary Note in a form approved by Agency for the full purchase price and related costs pursuant to Attachment No. 3 Purchase Price and Schedule of Payment" hereto. Said Note shall be secured by a Deed of Trust which may be subordinate to the Construction Loan for the Site only, and shall not be subordinate to any other party or cause at any time. 03.08 TITLE INSURANCE Concurrent with recordation of the Grant Deed, Continental Lawyers Title Insurance Company, or another title insurance company satisfactory to the Agency and the Developer ( "Title Company") shall provide and deliver to the Developer a C.L.T.A. title insurance policy issued by the Title Company insuring that the title is vested in the Developer in the condition required by Section 03.05 of this Agreement. The Title Company shall provide the insurance policy and the title insurance policy shall be in the amount of the Purchase Price of the Site. Concurrent with the issuance of the title policy, the Title Company shall, if requested by the Developer, provide the Developer with an endorsement to insure the amount of the Developer's estimated construction costs of the improvements to be constructed thereon. The Agency shall pay only for that portion of the title insurance premium with respect to C.L.T.A. standard title insurance upon the Site attributable to the Purchase Price of the Site. The Developer, if if desires any additional title insurance, shall pay for all additional premiums, including those for any extended coverage or special endorsements which it requests. Gisler Field DDA Page 9 of 34 Ad valorem taxes and assessments, if any, on the Site and taxes upon this Agreement or any rights hereunder, levied, assessed or imposed for any period, commencing from ownership of the Site by Agency and outstanding prior to conveyance of title or possession of the Site to the Developer by Agency, shall be bome by the Developer. 03.10 TRANSFER OF PUBLIC RIGHT -OF WAY TO Cl Within thirty (30) calendar days of completion of public right -of -way improvements on the Site and approval and acceptance of said improvements by Agency, Developer, at its sole cost, shall transfer ownership of said public rights - of-way to the City in fee simple. 03.11 ZONING OF THE SITE The Agency agrees that the zoning of the Site and the City land use regulations are such as to permit development of the Site and construction of improvements thereon in accordance with the provisions of this Agreement and the use, operation and maintenance of such improvements 03.12 CONDITION OF THE SiTE The site and any portion thereof and all improvements thereon shall be conveyed in an "as. is" condition, with no warranty, express or implied, by the Agency as to the condition of the soil, its geology, or the presence of known or unknown faults or as to the condition of any improvements. It shall be the sole responsibility of the Developer, at the Developer's expense, to investigate and determine soil condition of the Site, the suitability of the Site for the development, including improvements, to be constructed by the Developer. If the soil condition of the Site, or any part thereof, is not in all respects entirely suitable for the use or uses to which the Site and improvements will be put, then it is the sole responsibility and obligation of the Developer to take such action as may be necessary to place the Site and soil condition thereof including improvements, in all respects in a condition entirely suitable for the development of the Site. The Developer shall have the right for a period of up to forty -five (45) calendar days following execution of this Agreement by the Agency, at its own expense and in consultation with the Agency, to employ a qualified soil engineer, geologist, or hazardous materials specialist, for the purpose of investigating and determining the soil condition of the Site. Should the Developer determine in its best professional judgement and after appropriate investigation that soil conditions within or proximate to the Site are such that the Site cannot be economically or practically remediated or placed into a condition suitable for development, then the Developer may terminate this Agreement pursuant to the Section 11.02(3) of this Agreement. Failure by the Developer to terminate this Agreement within said forty-five (45) day period shall be deemed a waiver of this condition Gisler Field DDA Page 10 of 34 provided for in this paragraph. 03.13 PRELIMINARY WORK BY DEVELOPER Prior to conveyance of title to the Site, Developer shall at all reasonable times have access to and entry upon those real properties comprising the Site which are owned by the Agency, for the purpose of obtaining data, making surveys and tests necessary to carry out this Agreement, and to construct improvements in accordance with this Agreement. Should Developer desire to import any soil or place any other items upon the Site prior to such time as title has been conveyed to Developer, Developer shall first obtain Agency approval in writing and receive any necessary permits from the City Engineer and shall post any bond required of the City Engineer, and shall be responsible thereafter for the maintenance of the Site, including but not limited to dust control and weed control. This shall not include the placement of stakes and markings for the purpose of surveying the Site or designating the location of improvements on the Site. The Developer agrees to defend, indemnify and hold the Agency and the City, and their officers, employees, contractors and agents, harmless from and against any and all claims, liability, loss, damage, coots or expenses (incl uding reasonable attorneys' fees and court costs) arising out of any work or activity. of the Developer, its officers, employees,. contractors and agents permitted pursuant to this Section 03.13. The Agency agrees to provide, or cause to be provided to the Developer, all data and information pertaining to the Site that is available to the Agency when requested by the Developer. 03.14 SUBMISSION OF EVIDENCE OF FINANCING Within the time established therefor in the Schedule of Performance (Attachment No.4), the Developer shall submit to the Agency evidence satisfactory to the Agency that the Developer has obtained the financing necessary for the development of the Site in accordance with this Agreement. Such evidence of financing shall include the following: 1) A copy of the conditional and firm commitment or commitments obtained by the Developer for the mortgage loan or loans (for interim construction financing) to assist in financing the construction of the improvements on the Site (as defined in the Scope of Development), certified by the Developer to be a true and correct copy or copies thereof; and 2) A copy of the executed contract between the Developer and the general contractor or major subcontractors for the construction of such improvements, consistent with the City's approved plans, drawings and related documents, certified by the Developer to be a true and correct copy Gisler Field DDA Page I 1 of 34 thereof; and 3) A copy of all Agency and City documents (e.g., trust deeds, indentures, etc.) necessary to be recorded concurrently with the Grant Deed to assure closing and complete funding for the development and construction of the improvements on the Site and payment to Agency for land; and 4) A copy of all construction loan documents necessary to be recorded to assure full funding for the development and construction of improvements on the Site; and 5) A financial statement in a form satisfactory to the Agency, showing sources of capital sufficient to demonstrate that the Developer has adequate funds legally committed to cover the difference, if any, between construction cost minus financing authorized by loans. The terms of this Agreement may be modified as may be reasonably necessary to accommodate a lender, so long as such modifications do not adversely impact the substantive rights of the Agency. The Agency shall approve or disapprove such evidence of financing within the time established in the Schedule of Performance. Such approval shall not be unreasonably. withheld. Failure of the Agency to approve or disapprove any such evidence of financing within such time shall be deemed an approval. If the Agency shall disapprove any such evidence of financing, the Agency shall do so by written notice to the Developer stating the reasons for such disapproval. SECTION 4. DEVELOPMENT OF SITE 04.01 SCOPE OF DEVELOPMENT The Site shall be developed for fifty -nine (59) single family detached residential housing units, of which five (5) units shall remain affordable for households of low income and four 4) units shall remain affordable for households of very-low income for the duration of the Moorpark Redevelopment Plan, and an additional six (6) units shall be sold as affordable for households of low income households, with accompanying public and private streets in accordance with and within the limitations established in the Scope of Development» incorporated herein and attached to this Agreement as Attachment No. 7, in accordance with plans approved by Agency and subject to approvals by City, and in accordance with the Schedule of Performance (Attachment No. 4). The lots to be developed as affordable units shall be designated and the schedule for construction of the affordable units shall be subject to Agency approval. Gisler Field DDA Page 12 of 34 04.02 BASIC CONCEPTS AND SCHEMATIC DRAWINGS The Developer shall prepare and submit Basic Concept and Schematic Drawings and related documents for the development of the Site to the Agency for review and written approval within the time established in the Schedule of Performance. Basic Concept and Schematic Drawings shall include schematic plans, elevations and sections of the improvements as they are to be developed and constructed on the Site, and shall be in substantial conformance with the Developer's proposal submitted to Agency on June 17, 1997. The Site shall be developed as established in the Basic Concept and Schematic Drawings and related documents except as changes may be mutually agreed upon between the Developer and Agency. Any such changes shall be within the limitations of the Scope of Development. Specifically, the Developer shall be responsible for the construction of necessary storm drainage improvements as identified by the City Engineer, and a forty foot (40') public street within a fifty -three foot (53') right of way extending from Poindexter Avenue to the southerly entrance to Poindexter Park in accordance with City street standards and requirements, and as stated in the Request of Proposal dated April, 1997, and which shall be recorded as a condition on the Final Tract Map. Agency or City shall reimburse the Developer one -half of the cost of construction only of said improvements, except as provided for in Section 03.05(3) herein. Developer shall be solely responsible for all costs associated with the acquisition, surveying, map preparation, recordation and all other costs associated with the need to acquire any property in addition to that transferred by Agency pursuant to this Agreement, in order for the full construction of the improvements stated herein, and in accordance with the Schedule of Performance (Attachment No.4) and Scope of Development (Attachment No. 7). Further the Agency recognizes that the setback requirements of the units proposed by Developer are not in compliance with the City's development standards and that waivers are required from City to permit its construction. Agency further recognizes that the furtherance of affordable housing may necessitate such modifications to setback requirements and would support Developer's application to City for such waiver. 04.03 LANDSCAPING AND GRADING PLANS The Developer shall prepare and submit to the Agency for its approval preliminary and final landscaping and preliminary and finish grading plans for the Site. Those plans shall be prepared and submitted within the times established in the Schedule for Performance. The landscaping plans shall include a lighting program. The landscaping plans shall be prepared by a professional landscape architect and the grading plans shall be prepared by a licensed civil engineer. Such landscape architect and/or civil engineer may be the same firm as the Developer's architect. Within the times Gisler Field DDA Page 13 of 34 established in the Schedule of Performance (Attachment No. 4), the Developer shall submit to the Agency for approval the name and qualifications of its architect, landscape architect and civil engineer. 04.04 CONSTRUCTION DRAWINGS AND RELATED DOCUMENTS FOR THE SITE The Developer shall prepare and submit construction drawings and related documents collectively called the "Drawings ") for the development pertaining to the Site to the Agency for review (including but not limited to architectural review), and written approval in the times established in the Schedule of Performance (Attachment No.4). Such construction drawings related documents shall be submitted in two stages: Design Development Drawings and Final Construction Drawings. Final Construction Drawings are hereby defined as those in sufficient detail to obtain a building permit. Approval of progressively more detailed drawings and specifications will be promptly granted by the Agency if developed as a logical evolution of drawings or specifications theretofore approved. Any items so submitted and approved by the Agency shall not be subject to subsequent disapproval by the Agency. During the preparation of all drawings and plans the Agency and the Developer shall hold regular progress meetings to coordinate the.preparation of, submission to, and review of. construction plans and related documents by the Agency. The Agency and the Developer shall communicate and consult informally as frequently as is necessary to insure that the formal submittal of any documents to the Agency shall receive prompt and speedy consideration. if any revisions or corrections of plans approved by the Agency shall be required by any government official, agency, department or bureau having jurisdiction over the development of the Site, the Developer and the Agency shall cooperate in efforts to develop a mutually acceptable alternative. 8 isr. Subject to the terms of this Agreement, the AQ&Yy shall have the right of review, including without limitation architectural review, of all plans and submissions, including any proposed changes therein. The Agency shall approve or disapprove the plans, drawings and related documents referred to in Sections 04.02 and 04.04 of this Agreement within the times established in the Schedule of Performance (Attachment No. 4). Failure by the Agency to either approve or disapprove within the times established in the Schedule of Performance shall be deemed an approval. Any disapproval shall state in writing the reasons for disapproval and the changes which the Agency request to be made. Such Gisler Field DDA Page 14 of 34 reasons and such changes must be consistent with the Scope of Development (Attachment No. 7) and any items previously approved or deemed approved hereunder. The Developer, upon receipt of a disapproval based upon powers reserved by the Agency hereunder shall revise the plans, drawings and related documents, and shall resubmit to the Agency as soon as possible after receipt of the notice of disapproval. If the Developer desires to make any substantial changes in the Final Construction Drawings after their approval, such proposed changes shall be submitted to the Agency for approval. The Agency shall have the sole and final determination if a change is substantial. If the Final Construction Drawings, as modified by the proposed change, conform to the requirements of Section 04.04 of this Agreement and the Scope of Development, the proposed changes shall be approved and the Developer shall be notified within fifteen (15) calendar days after submission. Such change in the construction plans shall, in any event, be deemed approved unless rejected, in whole or in part, by written notice thereof setting forth the reasons therefor, and such rejection shall be made within a ten (10) calendar day period. 04.06 COST OF CONSTRUCTION The cost of developing the Site and constructing all improvements thereon shall be bome by the Developer. 04.07 SCHEDULE OF PERFORMANCE After the signing of this Agreement, and within the time set forth in the Schedule of Performance (Attachment No. 4), the Developer shall promptly begin and thereafter diligently prosecute to completion the entitlement and permit process and the construction of the improvements on the Site and the development thereof as provided in the Scope of Development (Attachment No. 7). The Developer shall begin and complete all construction and development within the times specified in the Schedule of Performance (Attachment No. 4) and with such reasonable extensions of said dates as may be granted by the Agency. The Schedule of Performance is subject to revision from time to time as mutually agreed upon in writing between the Developer and the Agency. During periods of construction, the Developer shall submit to the Agency a written report of the progress of the construction when and as reasonably required by the Agency. The report shall be in such form and detail as may be reasonably required by the Agency and shall include a reasonable number of construction photographs (if requested) taken since the last report by the Developer. Gisler Field DDA Page 15 of 34 04.08 PENALTY FOR FAILURE TO PERFORM Upon failure of the Developer to meet and fulfill any of the requirements of the schedule contained in the Schedule of Performance (Attachment No. 4), subject to the enforced delay conditions pursuant to Section 13.04 of this Agreement, the Agency shall submit a written "Notice of Schedule Default" to the Developer. If the Developer does not correct the default within fifteen (15) calendar days of the date of the Notice, or if the default is such that to correct the default within the stated fifteen (15) calendar days is beyond the immediate control of the Developer, and the Developer has not exercised diligence in pursuit of correction of the default, the Agency shall impose a penalty fee equivalent to one percent (1 %) of the then outstanding balance owed to the Agency on the land purchase. If the Developer does not correct the Schedule Default within fifteen (15) calendar days of the penalty being imposed, the penalty shall be increased by an amount equal to the original penalty, and shall increase each seven days thereafter until the Schedule Default is corrected. All penalties imposed under this Section shall be due and payable in full within thirty (30) calendar days of its being imposed by the Agency. Failure to pay any penalties pursuant to this Section 04.08 shall be grounds for default of this Agreement by the Developer. K. W, Except as provided for in Section 03.13 of this Agreement, during the period commencing with recordation of the Grant Deed conveying the Site to the Developer, and continuing until such time as the Agency has issued a Certificate of Completion with respect to the c onshWion of the improvements on the Site, the Developer agrees to and shall defend, indemnify and hold harmless the Agency and the City, and their respective officers, employees, contractors and agents from and against all claims, liability, loss, damage, costs or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss or damage whatsoever caused to any person or to the property of any person which shall occur on or adjacent to the Site, or in connection with the activities of the Developer under this Agreement, and which shall be directly or indirectly caused by any acts done or any errors or omissions of the Developer or its officers, employees, contractors or agents. The Developer shall not be responsible for (and such indemnity shall not apply to) any acts, errors or omissions of the Agency, the City or their respective officers, employees, contractors or agents. During the period commencing with any preliminary work on the Site by the Developer under Section 03.14, or if none, then commencing with any conveyance or title or possession of any portion of the Site to the Developer, and ending on the date when a Certificate of Completion has been issued with respect to the entire Site, the Developer shall furnish or cause to be furnished to the Agency, duplicate originals or appropriate Gisler Field DDA Page 16 of 34 certificates of bodily injury and property damage insurance policies in the amount of not less than Two Million Dollars ($2,000,000.00) combined single limit naming the Agency, the City and their respective officers, employees, contractors and agents as additional insured. 04.10 COMPLIANCE WiTH LAWS The following shall be conditions of this Agreement: 1) The Developer shall carry out the construction of the improvements of the Site in conformity with all applicable laws, including all applicable federal and state labor laws. 2) The Developer for itself and its successors and assigns agrees that in the construction for the improvements on the Site provided for in this Agreement, the Developer will not discriminate against any employee or applicant for employment because of sex, age, marital status, race, color, creed, religion, national origin, or ancestry, disability or familial status. 04.11 CITY AND OTHER GOVERNMENTAL AGENCY PERMITS Before commencement of construction or development or any buildings, sfivctures or other work of improvement upon any portion of the Site, the Developer shall, at its own expense, secure or cause to be secured, any and all entitlements, waivers and permits which may be required by the City of Moorpark or any other governmental agency affected by such construction, development or work in accordance with the Schedule of Performance Attachment No. 4). The Agency shall provide all proper assistance to the Developer to secure these permits. 04.12 CITY FEES Developer shall pay for each dwelling unit constructed on the Site, such fees in existence on the date on which permits are paid in accordance with the City's fee payment schedule and shall be payable as follows: 1) All City fees in effect at the time of execution of this Agreement on units to be sold at market value shall be paid to City in full at the time of issuance of a building permit on said unit. 2) All City fees in effect at the time of execution of this Agreement on units sold as affordable housing shall be paid to City in full at the time of issuance of a Certificate of Occupancy on said unit. Gisler Field DDA Page 17 of 34 Developer may request a waiver or modification of the fees due by application to the City Council. 04.13 OTHER COSTS Developers shall pay at its sole expense all costs associated with the surveying, preparation of maps and recordation of new parcel maps affecting the City property within Poindexter Park for use as the new public street required under the Scope of Development Attachment No. 7) 04.14 RIGHTS OF ACCESS Representatives of the Agency and the City shall have reasonable right of access to the Site without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the improvements. Such representatives of the Agency or the City shall be those who are so identified by the Agency Executive Director. 04.15 RESPONSIBILITIES OF THE AGENCY The Agency shall not be responsible for performing any of the work specified in the Scope of Development (Attachment No.7). SECTION 5 TAXES, ASSESSMENTS, ETC. 05.01 TAXES ASSESSMENTS, ENCUMBRANCES AND LIENS The Developer shall pay prior to delinquency all real estate taxes and assessments assessed and levied on or against the Site and each portion thereof subsequent to the conveyance of the Site or any portion thereof. The Developer shall not place, or allow to be placed, on the Site or any portion thereof, any mortgage, trust deed, encumbrance or lien not authorized by this Agreement. The Developer shall remove, or shall have removed, any levy or attachment made on the Site, or any portion thereof, except those created by work of the Agency, or shall assure the satisfaction thereof within a reasonable time but in any event prior to a sale thereunder. Nothing herein contained shall be deemed to prohibit the Developer from contesting the validity or amount of tax assessment, encumbrance or lien, nor to limit the remedies available to the Developer in respect thereto. The covenants of the Developer set forth in this Section 05.01 relating to the placement of any unauthorized mortgage, trust deed, encumbrance or lien, shall remain in effect only until a Certificate of Completion of construction has been recorded with respect to the Site or the portion thereof upon which any unauthorized mortgage, trust Gisler Field DDA Page 18 of 34 deed, encumbrance or lien might be placed. SECTION 6 PROHIBITION AGAINST TRANSFER 06.01 PROHIBITION AGAINST TRANSFERS Prior to the recordation by the Agency of a Certificate of Completion (referred to in Section 08.01 of this Agreement), the Developer shall not, except as permitted by this Agreement, or except for sale of individual homes to home buyers, assign or attempt to assign this Agreement or any right herein, nor make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Site or the improvements thereon, without prior written approval of the Agency. This prohibition shall not apply to the Site, or any portion thereof, subsequent to the recordation of the Certificate of Completion with respect thereto. This prohibition shall not be deemed to prevent the granting of easements or permits to facilitate the development of the Site, nor shall it prohibit granting any security interests expressly described in the Agreement for financing the development of the Site. In the event that the Developer does assign this Agreement or any of the rights herein, or does sell, transfer, convey or assign any part of the Site or the buildings or structures thereon prior to the issuance of the Certificate of Completion, and without the consent of. the Agency, the Agency shall be entitled to increase the Purchase Price paid by the Developer for the Site by the amount of the consideration payable for such sale, transfer, conveyance or assignment is in excess of the Purchase Price to be paid by the Developer, and also all interest due and payable to the Agency from the date of initial interest accrual, as if the original Purchase Price included the new consideration payable for such sale. To the extent the consideration payable for such sale, transfer, conveyance or assignment is in excess of the original Purchase Price, such excess and interest accrued thereto shall belong and be paid to the Agency and until so paid, the Agency shall have a lien on the Site and any portion thereof, for such amount. Said lien, at the option of the Agency, shall be in the form of a mortgage or deed of trust and the Developer shall execute all related documents at its sole cost. Any such lien shall be subordinate and subject to mortgages, deeds of trust or other security instruments executed for the sole purpose of obtaining funds to purchase and develop the Site, or any portion thereof, as authorized herein. In the absence of a speck written agreement by the Agency, no such sale, transfer, conveyance or assignment of this Agreement or the Site, or any portion thereof, or approval by the Agency of any such sale, transfer, conveyance or assignment, shall be deemed to relieve the Developer or any other party from any obligation under this Agreement. Gisler Field DDA Page 19 of 34 SECTION 7 SECURITY FINANCING: RIGHT OF HOLDER 07.01 NO ENCUMBRANCES EXCEPT MORTGAGES DEEDS OF TRUST, CONVEYANCES AND LEASE -BACK OR OTHER CONVEYANCES FOR FINANCING OF DEVELOPMENT Notwithstanding Section 06.01, after conveyance of title of the Site to the Developer, mortgages, deeds of trust, conveyances and lease - backs, or any other form of conveyance required for any reasonable method of financing are permitted before the recordation of the Certificate of Completion referred to in Section 08.01 of this Agreement, but only for the purpose of securing loans or funds to be used for financing the acquisition of the Site, the construction of improvements on the Site, and any other expenditures necessary and appropriate to develop the Site under this Agreement. The Developer shall notify the Agency in advance of any mortgage, deed of trust, conveyance and lease -back, or other form of conveyance for financing, if the Developer proposes to enter into the same before the recordation of the Certificate of Completion. The Developer shall not enter into any such conveyance for financing without the prior written approval of the Agency, which approval the Agency agrees to give if any such conveyance is given to a responsible financial or lending institution or other reasonably acceptable person or entity. Such lender shall be deemed approved unless rejected in writing by the Agency within thirty (30) calendar days after receipt of notice thereof by the Agency. Such lender approved by the Agency pursuant to this Section 07.01, . shall not be bound by any amendment, . implementation or modification to this Agreement subsequent to its approval without such lender giving its prior written consent. In any event, the Developer shall promptly notify the Agency of any mortgage, deed of trust, conveyance and lease -back, or other financing, conveyance, encumbrance or lien that has been created or attached to the Site, or any portion thereof, prior to completion of the construction of the improvements thereon whether by voluntary act of the Developer or otherwise. 07.02 HOLDER NOT OBLIGATED TO CONSTRUCT IMPROVEMENTS The holder of any mortgage, deed or trust or other security interest authorized by this Agreement shall in no way be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion; nor shall any covenants or any other provisions in the grant deed for the Site be so construed as to so obligate such holder. Nothing in this Agreement shall be deemed or construed to permit, or authorize any such holder to devote the Site to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. Gisler Field DDA Page 20 of 34 07.03 NOTICE OF DEFAULT TO MORTGAGE, DEED OF TRUST OR OTHER SECURITY INTEREST HOLDERS. RIGHT TO CURE Whenever the Agency shall deliver any notice or demand to the Developer with respect to any breach or default by the Developer in completion of construction of the improvements, including compliance with the Schedule of Performance (Attachment No. 4), the Agency shall at the same time deliver to each holder of record of any mortgage, deeds of trust or other security interest authorized by this Agreement, a copy of such notice or demand. Each such holder shall (insofar as the rights of the Agency are concerned) have the right at its option within ninety (90) calendar days after the receipt of the notice, to cure or remedy, or commence to cure or remedy, any such default and to add the cost thereof to the security interest debt and the lien of its security interest. if such default shall be a default which can only be remedied or cured by such holders upon obtaining possession, such holders shall seek to obtain possession with diligence and continuity through a receiver or otherwise, and shall remedy or cure such default within ninety (90) calendar days after obtaining possession; provided that in the case of a default which cannot with diligence be remedied or cured, or the remedy or cure of which cannot be commended within such ninety (90) day period, such holders shall have such additional time as reasonably necessary to remedy or cure such default with diligence and continuity; and provided further that such holder shall not be required to remedy or cure any non - curable default of the Developer. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion, of the improvements (beyond the extent necessary to conserve or protect the improvements or construction already made) without first having expressly assumed the Developer's obligations to the Agency by written agreement satisfactory to the Agency. The holder in that event must agree to complete, in the manner provided in this Agreement, the improvements to which the lien or title of such holder is related, and submit evidence satisfactory to the Agency that it has the qualifications and/or financial responsibility necessary to perform such obligations. Any such holder properly completing such improvements shall be entitled, upon written request made to the Agency, to a Certificate of Completion from the Agency. 07.04 FAILURE OF HOLDER TO COMPLETE IMPROVEMENTS In any case where six (6) months after default by the Developer in completion of construction of improvements under this Agreement, the holder of any mortgage, deed of trust or other seas* interest creating a lien or encumbrance upon the Site, or any portion thereof, has not exercised the option to construct, or if it has exercised the option but has not proceeded diligently with construction, the Agency may purchase the mortgage, deed of trust or other security interest by payment to the holder of the amount of the unpaid debt, plus any accrued and unpaid interest. If the ownership of the Site or any portion thereof, has vested in the holder, the Agency, if it so desires, shall be entitled to a conveyance from the holder to the Agency upon payment to the holder of any amount Gisler Field DDA Page 21 of 34 equal to the sum of the following: 1) The unpaid mortgage, deed of trust or other security interest debt at the time title became vested in the holder (less all appropriate credits, including those resulting from collection and other income received during foreclosure proceedings). 2) All expenses with respect to foreclosure. 3) The net expense, if any (exclusive of general overhead), incurred by the holder as a direct result of the subsequent ownership of the Site or any portion thereof, such as insurance premiums and real estate taxes. 4) The cost of any improvements made by such holder. 5) An amount equivalent to the interest that would have accrued on the aggregate of such amounts had all amounts become part of the mortgage or deed of trust debt and such debt had continued in existence to the date of payment by the Agency. 07.05 RIGHT OF THE AGENCY In the event of a default or breach by the Developer of a mortgage, deed of trust or other security interest with respect to the Site or any portion thereof, prior to the issuance of Certificate of Completion by the Agency, and the holder has not exercised its option to complete the development, the Agency may cure the default prior to completion of any foreclosure. In such event, the Agency shall be entitled to reimbursement from the Developer of all costs and expenses incurred by the Agency in curing the default. The Agency shall also be entitled to a lien upon the Site or any portion thereof, to the extent of such costs and disbursements. Said lien, at the option of the Agency, shall be in the form of a mortgage or deed of trust and the Developer shall execute all related documents at its sole cost. MC. Prior to the recordation of the Certificate of Completion (referred to in Section 08.01 of this Agreement), and after the Developer has had a reasonable time to challenge, cure or satisfy any liens or encumbrances on the Site or any portion thereof, the Agency shall have the right to satisfy any such liens or encumbrances; provided, however, that nothing in this Agreement shall require the Developer to pay or make provisions for the payment Gisler Field DDA Page 22 of 34 of any tax, assessment, lien or charge so long as the Developer in good faith shall contest the validity or amount thereof, and so long as such delay in payment shall not subject the Site or any portion thereof, to forfeiture or sale. SECTION 8 CERTIFICATE OF COMPLETION 08.01 ISSUANCE OF CERTIFICATE OF COMPLETION Promptly after completion of all construction and development, public and private, to be completed by the Developer upon the Site, and the payment of all costs, fees and penalties due to the Agency, the Agency shall furnish the Developer with a Certificate of Completion upon written request therefor by the Developer. The Agency shall not unreasonably withhold any such Certificate of Completion. Such Certificate of Completion shall be, and shall so state a conclusive determination of satisfactory completion of the construction required by this Agreement upon the Site, and a full compliance with the terms hereof with respect to the Site. The Agency may also furnish the Developer with a Certificate of Completion for portions of the improvements upon the Site as are properly completed and ready to use if the Developer is not in default under this Agreement. The Certificate of Completion shall be in such form as to permit it to be recorded in the Office of the Recorder of Ventura County. The escrow of sale of any individual parcel identified. in the recorded tract map shall not dose until a Certificate of Completion has been issued for said parcel. if the Agency refuses or fails to furnish a Certificate of Completion for the Site after written request from the Developer, the Agency shall, within ten (10) calendar days of the written request, provide the Developer with a written statement which details the reasons the Agency refused or failed to furnish a Certificate of Completion. The statement shall also contain the Agency's opinion of the action the Developer must take to obtain a Certificate of Completion. If the reasons for such refusal is confined to the immediate unavailability of specific items or materials for landscaping, the Agency will issue its Certificate of Completion upon the posting of a bond by the Developer with the Agency in an amount representing a fair market value of the work yet to be completed. If the Agency shall have failed to provide such written statement within said ten (10) calendar day period, the Developer shall be deemed entitled to the Certificate of Completion. Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements, nor any part thereof other than this Agreement. Such Certificate of Completion is not a notice of completion as referred to in Section 3093 of the California Civil Code. Gisler Field DDA Page 23 of 34 SECTION 9 USE OF THE SITE 09.01 USES The Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Site or any part thereof, that during construction and thereafter the Developer, its successors and assigns shall devote the Site to the uses specified in the Redevelopment Plan, the Scope of Development, the Agreement Containing Covenants Affecting Real Property (Attachment No. 6), Agreement for Affordable Housing Attachment No. 8) and the Grant Deed. 09.02 MAINTENANCE OF THE SITE The Developer shall maintain any improvements on the Site and shall keep the Site reasonably free from any accumulation of debris or waste material until issuance of the Certificate of Completion for the entire Site. 09.03 OBLiGATION TO REFRAIN FROM DISCRIMINATION The Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Site or any part thereof, that there shall be no discrimination against or segregation of any person, or groups or persons, on account of sex, age, marital status, race, color, creed, religion, disability, familial status, national origin or ancestry in the sale, lease, sublease, transfer, use or occupancy of the Site nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of the Site. 09.04 FORM OF NONDISCRIMINATION AND NONSEGREGATiON C AUSFS The Develop shall refrain from restricting the sale or lease of the property on the basis of sex, age, marital status, race, color, creed, religion, disability, familial status, ancestry or national origin of any person. All deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1) in deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under of through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of sex, age, marital status, race, color, creed, religion, disability, familial status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or Gisler Field DDA Page 24 of 34 segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 2) in leases: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of, any person or group of persons on account of sex, age, marital status, race, color, creed, religion, disability, familial status, national origin or ancestry in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessor itself or any person claiming under or through it, 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 in the land herein leased." 09.05 EFFECT AND DURATION OF COVENANTS The covenants established in this Agreement shall, without regard to technical classification and designation, be binding on the Developer and any successor in interest to the Site or any part thereof for the benefit and in favor of the Agency, its successors and assigns, and the City. Such covenants as are to survive the issuance of the Certificate of Completion by the Agency shall be contained in the Grant Deeds and the Agreement Containing Covenants Affecting Real Property (Attachment No. 6) and shall remain in effect for the period specified therein. 09.06 RIGHTS OF ACCESS - PUBLIC IMPROVEMENTS AND FACILITIES The Agency for itself, and for the City and other public agencies, at their sole risk and expense, reserves the right to enter the Site or any part thereof, at all reasonable times and with as little interference as possible, for the purposes of construction, reconstruction, maintenance, repair or service of any public improvements or public facilities located on the Site. Any such entry shall be made only after reasonable notice to the Developer, and the Agency shall indemnify and hold the Developer harmless from any claims or liabilities pertaining to such entry. Gisler Field DDA Page 25 of 34 SECTION 10 DEFAULTS, REMEDIES AND TERMINATION 10.01 DEFAULTS - GENERAL Subject to the extensions of time set forth in Section 13.04, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. The party who fails or delays must immediately commence to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with reasonable diligence. The injured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. Except as otherwise expressly provided in this Agreement, any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such right or remedies. Delays by either party in asserting any of its rights and remedies shall not deprive either party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 1) Institution of Legal Actions: In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Ventura, State of Califomia, or in any other appropriate court of that County. 2) Applicable Law: The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3) Acceptance of Service of Process: In the event that any legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Executive Director of the Agency, or in such manner as may be provided by law. In the event that any legal action is commenced by the Agency against the Developer, service of process on the Developer shall be made by personal service upon the Developer (or upon a general partner or officer of the Developer as an entity) and shall be valid whether made within or without the State of California, or in such manner as may be provided by law. Gisler Field DDA Page 26 of 34 10.03 RIGHTS AND REMEDIES ARE CUMULATIVE Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default by the other party. 10.04 DAMAGES if either party defaults with regard to any of the provisions of this Agreement, the non - defaulting party shall serve notice of such default upon the defaulting party. if the default is not commenced to be cured within thirty (30) calendar days after service of the notice of default and is not cured promptly in a continuous and diligent manner within a reasonable period of time after commencement, the defaulting party shall be liable to the non - defaulting party for any damages caused by such default, and the non- defaulting party may thereafter (but not before) commence an action for damages against the defaulting party with respect to such default. This Section 10.04 shall be in addition to any damages and penalties charged by the Agency pursuant to Section 04.08 herein. 10.05 SPECIFIC PERFORMANCE If either party defaults with regard to any of the provisions of this Agreement, the non - defaulting party shall serve written notice of such default upon the defaulting party. If the default is not commenced to be cured within thirty (30) calendar days after service of the notice of default and is not cured promptly in a continuous and diligent manner within a reasonable period of time after commencement the non - defaulting party, at its option, may thereafter (but not before) commence an action for specific performance of the terms of this Agreement pertaining to such default. This Section 10.05 shall not preclude the imposition of penalties pursuant to Section 04.08 herein. SECTION 11 REMEDIES AND RIGHTS OF TERMINATION 11.01 TERMINATION BY AGENCY in the event that prior to the conveyance of title or possession of the Site, or any portion thereof, to the Developer, or after conveyance, if certain financing commitments are not obtained by Developer, and; Gisler Field DDA Page 27 of 34 1) The Developer shall fail to submit to the Agency the evidence of financing commitments referred to in Section 03.15 of this Agreement within the time established therefore in the Schedule of Performance (Attachment No. 4), or 2) The Developer, or any successor in interest, assigns or attemptE `.o assign the Agreement without prior Agency consent, or any right thereir: or in the Site, or portion thereof; or 3) There is substantial change in the ownership of the Developer, )r with respect to the identity of the parties in control of Developer, or the c. agree thereof contrary to the provisions of Section 02.02 and 02.03 hereof; r 4) The Developer does not submit any plans, drawings and related documents as required by this Agreement by the date provided in this Agreement therefor, or 5) The Developer does not pay the Purchase Price installments or interest payments to the Agency pursuant to this Agreement; or 6) The Developer does not pay the development fees referred to in the. Schedule of Fees (Attachment No.9) within the time required therefor in the Schedule of Performance (Attachment No. 4); and 7) If any default or failure referred to in subdivisions (1), (2), (3), (4) or (5) of this Section shall not be cured within thirty (30) calendar days after the date of written demand by the Agency; then this Agreement and any rights of the Developer, or any assignee or transferee, in this Agreement, or arising therefrom with respect to the Agency, shall at the option of the Agency, be terminated by written notice to the Developer, and neither the Agency nor the Developer shall have any further rights against or liability to the other under this Agreement with respect to the Site. if the termination occurs after conveyance of the Site or any portion thereof, then Developer shall have no rights to conveyance of any balance of property on the Site nor to any improvements made thereon. 11.02 TERMINATION BY DEVELOPER In the event that prior to conveyance of title or possession of the Site to the Developer: 1) The Agency does not tender either conveyance of title to the Site or possession thereof, to the Developer in the manner and condition, and by Gisler Field DDA Page 28 of 34 the date provided in the Agreement; or 2) The Developer is unable despite diligent and good faith efforts, to obtain financing for the acquisition and development of the Site as referred to in Section 13.04 of this Agreement within the time established therefor in the Schedule of Performance (Attachment No. 4); or 3) The Developer determines, with the time established therefor in Section 03.12 of this Agreement, in its best professional judgement and after appropriate investigation, that soil conditions within or proximate to the Site is such that the Site cannot be economically or practically remediated or placed into a condition suitable for development; and 4) If any default or failure referred to in subdivision (1) of this Section shall not be cured within thirty (30) calendar days after the date of written demand by the Developer; then this Agreement, at the option of the Developer, shall be terminated by written notice thereof to the Agency, and neither the Agency nor the Developer shall have any further rights against or liability to the other under this. Agreement with respect to the Site, except that the Developer shall not be absolved of any payments due to Agency or City resulting. from work performed by City or Agency pursuant to this Agreement. SECTION 12 RIGHT OF REENTRY 12.01 RiGHT OF REENTRY / REPOSSESSION The Agency shall have the right, at its option, to reenter and take possession of the Site, or any portion thereof, with all improvements thereon, and to terminate and revest in the Agency the estate theretofore conveyed to the Developer, if after conveyance of title or possession of the Site and prior to the recordation of the Certificate of Completion pertaining to the Site, or any portion thereof, the Developer, or its successors in interest, has: 1) Failed to submit applications for entitlements for the improvements as required by his Agreement for a period of thirty (30) days after written notice to proceed from the Agency, provided that the Developer shall not have obtained an extension or postponement to which the Developer may be entitled pursuant to Section 13.04 hereof; or 2) Abandoned or substantially suspended construction of the improvements for Gisler Field DDA Page 29 of 34 a period of three (3) months after written notice of such abandonment or suspension has been given by the Agency to the Developer, provided the Developer has not obtained an extension or postponement to which the Developer may be entitled to pursuant to Section 13.04 hereof; or 3) Assign or attempt to assign this Agreement, or any right herein, or transfer, or suffer any involuntary transfer of the Site, or any part thereof, in violation of this Agreement, and such violation shall not be cured within thirty (30) calendar days after the date of receipt of written notice thereof by the Agency to the Developer. Such right to reenter, repossess, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid or limit: 1) Any mortgage, deed of trust or other security interests permitted by this Agreement; 2) Any rights or interests provided in this Agreement for the protection of the holders of such mortgages, deeds of trust or other security interests. The rights established in Section 12.01 shall not apply to that portion of the Site on which the improvements to be constructed thereon have been completed in accordance with this Agreement and for which a Certificate of Completion has been recorded therefor as provided for in Section 08.01. The Grant Deed to the Site, or any portion thereof, shall contain appropriate reference and provision to give effect to the Agency's right, as set forth in this Section 12.01 under specified circumstances prior to the recordation of the Certificate of Completion, to reenter and take possession of the Site, or any part thereof, with all improvements thereon, and to terminate and revest in the Agency the estate conveyed to the Developer. Upon the revesting in the Agency of title to the Site, or any part thereof, as provided in this Section 12.01 the Agency shall, pursuant to its responsibilities under state law, use its best efforts to resell the Site, or any part thereof, as soon and in such manner as the Agency shall find feasible and consistent with the objectives of the Community Redevelopment Law and the Redevelopment Plan to a qualified and responsible party or parties (as determined by the Agency), who will assume the obligation of making or completing the improvements, or such other improvements in their stead, as shall be satisfactory to the Agency and in accordance with the uses specified for the Site, or any part thereof, in the Redevelopment Plan. Upon such resale of the Site, or any part thereof, the proceeds thereof shall be applied: Gisler Field DDA Page 30 of 34 1) First, to reimburse the Agency on its own behalf or on behalf of the City of all costs and expenses incurred by the Agency, including but not limited to salaries to personnel engaged in such action, in connection with the recapture, management and resale of the Site, or any part thereof (but less any income derived by the Agency from the sale of the Site, or any part thereof, in connection with such management); all taxes, assessments and water and sewer charges with respect to the site, or any part thereof, or (in the event the Site, or any part thereof, is exempt from taxation or assessment of such charges during the period of ownership, then such taxes, assessments or charges, as would have been payable if the Site, or any part thereof, were not so exempt); and payments made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Developer, its successors or transferees; and expenditures made or obligations incurred with respect to the making or completion of the agreed improvements or any part thereof on the Site, or any part thereof; and any amounts otherwise owning to the Agency by the Developer and its successor or transferee; and 2) Second, to reimburse the Developer, its successor or transferee, up to the amount equal to: (a) the sum of the purchase price paid to the Agency by the Developer for the Site (or allocable to the part thereof); and (b) the costs incurred for the development of the Site, or any part thereof, or for the construction of the agreed upon improvements thereon, less (c) any gain or income withdrawn or made by the Developer therefrom or from the improvements thereon. Any balance remaining after such reimbursements shall be retained by the Agency as its property, To the extent that the right established in Section 12.01 involves a forfeiture, it must be strictly interpreted against the Agency, the party for whose benefit it is created. The rights established in this Section 12.01 are to be interpreted in light of the fact that the Agency will convey the Site to the Developer for development and not for speculation in undeveloped land. SECTION 13 GENERAL PROVISIONS 13.01 NOTICES. DEMANDS AND COMMUNICATIONS BETWEEN THE PARTIES Formal notices, demands and communications between the Agency and the Developer Gisler Field DDA Page 31 of 34 shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requests, to the principal offices of the Agency and the Developer, as designated in Sections 02.01 and 02.02 hereof. Such written notices, demand and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section 13.01. 13.02 CONFLICTS OF INTEREST No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is, directly or indirectly, interested. The Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. 13.03 NONLIABILITY OF THE AGENCY OFFICIALS AND EMPLOYEES No member, official, employee, agent or consultant of the Agency shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the. Agency or for any amount which may become due to the Developer or to its successor, or on any obligations under these terms of this Agreement. 13.04 ENFORCED DELAY: EXTENSION OF TIME OF PERFORMANCE in addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, Acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, lack of transportation, governmental restrictions or priority, litigation, unusually severe weather, inability to secure necessary labor, materials or tools, delays of any contractor, subcontractor or supplies, acts of the other party, acts or failure to act of the City or any other public or governmental agency or entity (other than that any act or failure to act of the Agency shall not excuse performance by the Agency) or any other causes beyond the control or without the fault of the party claiming and extension of time to perform. An extension of time for any such causes shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extensions is sent to the other party within thirty (30) calendar days of knowledge of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the Agency and the Developer. Gisler Field DDA Page 32 of 34 13.05 INSPECTION OF BOOKS AND RECORDS The Agency shall have the right at all reasonable times to inspect the books and records of the Developer pertaining to the Site as pertinent to the purposes of this Agreement. The Developer shall also have the right at all reasonable times to inspect the books and records of the Agency pertaining to the Site as pertinent to the purposes of this Agreement. 13.06 APPROVALS Approvals required of the Agency or the Developer shall not be unreasonably withheld, conditioned or delayed. 13.07 REAL ESTATE COMMISSIONS The Agency shall not be liable for any real estate commissions, brokerage fees or finders fees which may arise from the sale of the Site, or any portion thereof, to the Developer. The Agency and the Developer each represent to the other that it has employed no broker, agent or finder in connection with this transaction or Agreement. 13.08 MONTHLY PROGRESS REPQRTS Developer shall prepare and submit monthly progress reports to the Agency beginning sixty (60) calendar days following the execution of this Agreement outlining the then current status of the Project including the status of: 1) preparation of plans, 2) permit applications and other applications for required approvals, 3) construction, and 4) such other matters as requested by the Agency Executive Director, or his designee, from time to time. SECTION 14 ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS 14.01 ENTIRE AGREEMENT This Agreement shall be executed in three (3) duplicate originals each of which is deemed to be an original. This Agreement includes 34 pages and 9 attachments which constitute the entire understanding and agreement of the parties. Gisler Field DDA Page 33 of 34 This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the Site. None of the terms, covenants, agreements or conditions set forth in this Agreement shall be deemed to be merged with the Grant Deed conveying title to the Site, or any part thereof, and this Agreement shall continue in full force and effect from the date on which this Agreement is executed by the Agency until after a Certificate of Completion for the entire Site as provided in Section 08.01 is recorded. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Agency or the Developer, and all amendments hereto must be in writing and signed by the appropriate authorities of the Agency and the Developer. This Agreement and any provisions hereof may be amended by mutual written agreement by the Developer and the Agency. SECTION 15 TIME OF ACCEPTANCE OF AGREEMENT BY THE AGENCY 15.01 DATE OF AGREEMENT This Agreement, when executed by the Developer and delivered to the Agency, must be authorized, executed and delivered by the Agency within thirty (30) days after this Agreement is signed by the Developer on written notice to the Agency. The date of this Agreement shall be upon signature by the Agency. REDEVELOPMENT AGENCY CITY OF MOORPARK AGENCY) By: Patrick Hunter, Chairman Dated: ATTEST: BY: Deborah S. Traffenstedt Agency Secretary CABRILLO ECONOMIC DEVELOPMENT CORPORATION DEVELOPER) By: Dated: Gisler Field DDA Page 34 of 34 ATTACHMENT NO. 1 02 RANCHO SIMI PORTION TRACT r a a• •r r LASSEN - - - - - -- TRACT ' AVE. - 12+0 08 Por. Lot P, Poindexter Sub. M.R. Bk.5, Pg.5OPortionRvnchoSimi, M.R. ,' Pg.7 ATTACHMENT NO.2 NOT INCLUDED ATTACHMENT NO.3 Site Purchase Price Developer shall pay the Moorpark Redevelopment Agency the Site Purchase Price of ONE MILLION FIVE - HUNDRED THOUSAND DOLLARS ($1,500,000.00). Developer shall provide a Promissory Note and deed of trust in the amount of $1,475,000. Said note may be subordinate to a construction loan and related first deed of trust on the property and to no others. 2. Interest Commencing at the time a Final Tract Map is recorded by Developer, but in no case later than twenty-four (24) months following the execution of the Disposition and Development Agreement by the Agency, interest shall begin to accrue on the outstanding balance of the Site Purchase Price. Interest charged shall be at the most recent quarterly interest rate reported by the Local Agency Investment Fund (LAIF), and shall be adjusted quarterly based on said LAIF interest rate. Interest shall be calculated on a simple annual basis and posted monthly based on one - twelfth (1 /12th) of the annual amount. Should Developer be in default of the Agreement pursuant to Section 10 of this Agreement, Developer shall have no rights to the return of any interest paid pursuant to this Attachment 3. 3. Interest Payments Developer shall commence paying the interest accrued pursuant to Subpart 2 herein on the outstanding balance of the Site Purchase Price thirty (30) calendar days following the close of construction loan for development of the Site. Each month thereafter, Agency shall submit to Developer an invoice on the interest amount due and payable to Agency, and Developer shall pay such invoice amount within fifteen (15) calendar days of receipt. 4. Site Purchase Price Payment Beginning at the time of sale of the first parcel developed at °market rate" Developer shall pay to Agency an amount equal to one - forty -fourth (1 /44th) of the principal Site Purchase Price, or THIRTY -THREE THOUSAND FIVE HUNDRED TWENTY -THREE DOLLARS and no cents ($33,523.00). Said payment amount shall be included in and made a part of escrow payments. Payment shall be disbursed to Agency through escrow prior to release of the lien on the parcel pursuant to Section 03.05 of this Agreement. Attachment No. 3 Purchase Price and Schedule of Payment - Page 2 5. Reimbursement for Public Improvements Agency shall reimburse Developer one -half (112) of the construction cost of the north/south public street to be constructed from Poindexter Avenue to the entrance to Poindexter Park and the storm drain to be constructed in said street, except as provided for in Section 03.05(3) of the Agreement. Payments will be made in accordance with the Agency's regular warrant procedures upon receipt of an invoice from Developer stating the specific work completed and for payment is requested, and upon verification by the City's engineer that the work has been satisfactorily performed. Agency shall withhold ten percent (10 %) of each invoice request until all of the construction required for the public street and storm drain under this Agreement has been completed, a Notice of Completion has been filed and no liens have been filed. ATTACHMENT NO.4 1. Schedule of Performance by Developer Unless extended as a result of an enforced delay, as provided for in Section 13.04 of the Agreement, or otherwise agreed to by Agency, Developer shall be required to perform in accordance with the following schedule. Failure to perform shall result in assessment of penalties as provided for in Section 04.08 of the Agreement, and may, at the option of Agency, result in a default of the Agreement. June 1998 Good faith payment due June 1998 Disposition and Development Agreement executed July 1998 Submittal of basic concept and schematic drawings for Agency approval (Sec. 04.02) August 1998 Agency approval of concept and schematic drawings (Sec. 04.05) August 1998 Submittal of waiver requests September 1998 Application for entitlements submitted (Sec 04.07) November 1998 Applications submitted to Planning Commission and/or Council for review and action January 1999 Entitlements approved January 1999 Begin final engineering and architectural design March 1999 Civil engineering plans submitted to engineering March 1999 Grading plans submitted to engineering March 1999 Building plans submitted for plan check July 1999 Civil engineering plans approved July 1999 Building plans approved July 1999 Other government agencies' approvals obtained Attachment No. 4 Schedule of Performance - Page 2 July 1999 Submit proof of financing (Sec. 03.14) August 1999 Escrow opens (Sec. 03.02) August 1999 Submit copy of Developer's executed contract documents Sec. 03.14) August 1999 Promissory Note prepared for Agency review (Sec. 03.07) December 1999 Final Map recorded / Interest begins to accrue December 1999 HOA recorded December 1999 Escrow closes within 30 days of recordation, title conveyed to CEDC (Sec. 03.03) December 1999 Construction loan closes January 2000 Interest payments begin January 2000 Phase One construction begins June 2000 Marketing begins June 2000 Payment of Site Purchase Price begins with sale of market value units June 2000 Interest begins to accrue if Final Map not yet recorded August 2000 Phase Two construction begins October 2000 Sales completed, Phase One February 2001 Phase Three construction begins April 2001 Sales completed, Phase Two January 2002 Full construction of new public street completed January 2002 Sales completed, Phase Three ATTACHMENT NO. 5 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Cabrillo Economic Development Corporation 11011 Azahar Street Saticoy, CA 93004 Attention: Karen Flock No fee for recording pursuant to Government Code Section 273S3 GRANT DEED For valuable consideration, the receipt of which is hereby acknowledged, The City of Moorpark Redevelopment Agency, a public body, corporate and politic the "Grantor"), acting to carry out its redevelopment purposes pursuant to the Community Redevelopment Law of the State of California, hereby grants to Cabrillo Economic Development Corporation, a California nonprofit public benefit corporation (the "Grantee ") the real property (the "Property") described in Exhibit attached hereto and incorporated in this Grant Deed by this reference. 1. The Property is conveyed subject to the Disposition and Development Agreement (the "Agreement ") by and between the Grantor and the Grantee, dated as of 1998. 2. The Grantee hereby covenants and agrees, for itself and its successors and assigns, that the Grantee and such successors and assigns shall promptly begin and diligently prosecute to completion the redevelopment of the Property through the construction of the improvements required to be constructed pursuant to the Agreement the "Improvements "), and that such construction shall be commenced and completed within the times provided in the Agreement. Promptly after completion of the Improvements, or portions thereof, on the Property in accordance with the provisions of the Agreement, the Grantor will furnish the Grantee with an appropriate instrument so certifying (a "Certificate of Completion "). Such Certificate of Completion by the Grantor shall be a conclusive determination of satisfaction and termination of the agreements and covenants in the Agreement and in this Grant Deed Attachment No. 5 Form of Grant Dee - Page 2 with respect to the obligations of the Grantee and its successors and assigns to construct the Improvements, or application portion thereof, and the dates for the beginning and completion of such construction. 3. The Grantee covenants and agrees, for itself and its successors and assigns, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Grantee itself or any person claiming under or through it 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 in the Property and the Improvements thereon. All deeds, leases or contracts made relative to the Property and the Improvements thereon or any part thereof, shall contain or be subject to substantially the following nondiscrimination clauses: a. in deeds: 'The grantee herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of; any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or through the grantee 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 in the land herein conveyed. The foregoing covenants shall run with the land." b. in leases: "The lessee herein covenants by and for itself, its heirs, executors, administrators and assigns, and all persons claiming under or through the Grantee, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, or disability in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee, or any person claiming under or Attachment No. 5 Form of Grant Deed - Page 3 through the lessee, 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 or vendees in the land herein leased." C. In contracts: 'There shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, 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 or vendees in the land." 4. The Grantee represents and agrees that the Property will be used for the purposes of timely redevelopment as set forth in the Agreement and not for speculation in landholding. The Grantee further recognizes that in view of the following factors, the qualifications of the Grantee are of particular concern to the community and the Grantor: a. The importance of the redevelopment of the Property to the general welfare of the community; and b. The land acquisition assistance and other public aids that have been made available by law and by the government for the purpose of making such redevelopment possible; and C. The reliance by the Grantor upon the unique qualifications and ability of the Grantee to serve as the catalyst for development of the Property and upon the continuing interest which the Grantee will have in the Property to assure the quality of the use, operation and maintenance deemed critical by the Grantor in the development of the Property; and d. The fact that a change in ownership or control of the owner of the Property, or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership or with respect to the identity of the parties in control of the Grantee or the degree thereof is for practical purposes a transfer or disposition of the Property; and e. The fact that the Property is not to be acquired or used for speculation, but only for development and operation by the Partnership in accordance with Attachment No. 5 Form of Grant Deed - Page 4 the Agreement; and f. The importance to the Grantor and the community of the standards of use, operation and maintenance of the Property. The Grantee further recognizes that it is because of such qualifications and identity that the Grantor has entered into the Agreement and has conveyed the Property to the Grantee. For the reasons stated above, the Grantee covenants, for itself and its successors and assigns, that there shall be no sale, transfer, assignment, conveyance, lease, pledge or encumbrance of the Agreement, or the Property and the Improvements thereon or any part thereof, or of other ownership interest in the Grantee in violation of the Agreement. No voluntary or involuntary successor in interest of the Grantee shall acquire any rights or powers under this Grant Deed or the Agreement except as expressly set forth in this Grant Deed or the Agreement. 5. The covenants contained in Sections 2 and 4 regarding construction, and transfers of interests, shall remain in effect until a Certificate of Completion has been issued (or is required to be issued ) for all the Improvement. The covenants contained in Section 3 regarding nondiscrimination shall remain in effect in perpetuity. 6. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument permitted by the Agreement or otherwise approved by the Agency; provided, however, that any successor of Grantee to the Property shall be bound by such covenants, conditions, restrictions, limitations and provisions, whether such successors title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 7. The covenants oontained in Sections 2, 3 and 4 of this Grant Deed shall, without regard to technical classification or designation, legal or otherwise specifically provided in this Grant Deed, be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of and enforceable by the Grantor, its successors and assigns, the City of Moorpark and any successor in interest to the Property or any part thereof, and such covenants shall run in favor of the Grantor and such aforementioned parties for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relates. In the event of any breach of any of such covenants, the Grantor and such aforementioned parties shall have the right to exercise all of the rights and remedies, and Attachment No. 5 Form of Grant Deed - Page 5 to maintain any actions at law or suits in equity or other property proceedings to enforce the curing of such breach. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor, its successors and such aforementioned parties. S. Subject to and in accordance with the procedures and provisions of Section _ of the Agreement [right of reverter section], the Grantor shall have the right, at its option, to reenter and take possession of the Property hereby conveyed, or such portion thereof, with all Improvements thereon, and revest in the Grantor the estate conveyed to the Grantee, if the Agreement is terminated pursuant to Section of the Agreement prior to recordation of a Certificate of Completion for all the improvement. The Grantor shall have the right to institute such actions or proceedings as it may deem desirable for effectuating the purposes of this Section, including also the right to execute and record or file with the Recorder of the County of Ventura, a written declaration of the termination of all rights and title of the - Grantee, and its successors in interest and assigns, in the Property, and the revesting of title thereto in the Grantor. Any delay by. Grantor in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under this Section shall not operate as a waiver of such rights or to deprive it of or limit such rights in any way (it being the intent of this provision that Grantor should not be constrained so as to avoid the risk of being deprived of or limited to the exercise of the remedy provided in this Section because of concepts of waiver, laches, or others), nor shall any waiver in fad made by the Grantor with respect to any specific default by the Grantee, its successors and assigns, be considered or treated as a waiver of the rights of the Grantor with respect to any other defaults by the Grantee, its successors and assigns, or with respect to the particular default except to the extent specifically waived. 9. Only the Grantor, its successors and assigns, and the Grantee and the successors and assigns of the Grantee in and to all or any part of the fee title to the Property shall have the rights to consent and agree to changes or to eliminate in whole or in part any of the covenants contained in this Grant Deed or to subject the Property to additional covenants, easements, or other restrictions. For purposes of this Section, successors and assigns of the Grantee shall be defined to include only those parties who hold all or any part of the Property in fee title, and not to include a tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under deed of trust, or any other person or entity having an interest less than a fee in the Property. In the event there is a conflict between the provisions of this Grant Deed and the Agreement, it is the intent of the parties hereto and their successors in interest that the Agreement shall control. 10. This Grant Deed may be executed and recorded in two or more counterparts, each of which shall be considered for all purposes a fully binding agreement between the Attachment No. 5 Form of Grant Deed - Page 6 parties. IN WITNESS WHEREOF, the parties hereto have executed this Grant Deed as of this _ 1998. GRANTOR: REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK a public body corporate and politic 0 Name: Its: GRANTEE: CABRILLO ECONOMIC DEVELOPMENT CORPORATION, a California nonprofit public benefit corporation By: Name: Its: ATTACHMENT NO.6 The City of Moorpark Redevelopment Agency (hereinafter "Agency") and Carillon Economic Development Corporation (hereinafter "Developer°) do hereby agree that the following Covenants affecting that real property referred to as Gisler Field (hereinafter Site"), and the development thereof, shall be subject to the following Covenants as condition of conveyance of title to said Site. 1. Development of Site Developer shall develop Site in conformance with the Scope of Development contained in the Agreement signed between the Agency and the Developer on the day of June 1998. The Site shall be developed for fifty -nine (59) single family detached residential housing units, of which five (5) units shall remain affordable for households of low income and four 4) units shall remain affordable for households of very-low income for the duration of the Moorpark Redevelopment Plan, and an additional six (6) units shall be sold as affordable for households of low income, with accompanying public and private streets in accordance with and within the limitations established in the Scope of Development of the Agreement, and in accordance with plans approved by Agency and subject to approvals by City. 2. Numbering of Lots Prior to conveyance of title Developer shall record a Final Tract May with the County of Ventura indicating thereon all property to be deeded to City for public infrastructures, and all lots, individually numbered, to be developed pursuant to the Agreement. 3. Restriction of Sale of Lots Each lot shall bear a restriction thereon that the sale of said lot by Developer or its successors shall not be final until Agency has provided written approval of said sale and a Certificate of Completion shall have been issued. Agency shall not deny the sate of said lot unless Developer has failed to pay all land costs and all associated development fees and costs to Agency and City prior to close of escrow. 4. Completion of Public Improvements Prior to Agency giving final approval to the last ten (10) lots to be sold at "market rates" Developer shall be required to complete full development of the public street extending from Poindexter Avenue to the southerly entry to Poindexter Park, which shall be a condition of the Final Tract Map. The Agency may withhold approval of sale on said ten 10) lots until such time as the improvements are completed, or the Agency may, at its sole discretion, permit the Developer to provide a cash payment for the total cost of any surveying, land acquisitions, recordation, legal fees, construction and related inspection fees, and any other related fees determined by Agency to be required to complete the Attachment No. 6 Agreement Containing Covenants - Page 2 construction of said street. Should the cash payment option be permitted by the Agency, Developer shall be responsible for the full costs and Agency shall not be obligated to share in any cots for construction as provided for in the Agreement. 5. Restrictions for Affordable Housing Units Each lot that the Developer has identified as being for sale for low and very-low income households shall not be final until the Agency has reviewed and approved the qualification of the buyer as being of low or very-low income and has approved the deed restriction to be made a part of the Deed of Trust to maintain the property for low and very-low income households as required in the Agreement. 6. Not Used as Collateral The Site shall not be used as collateral for any purpose whatsoever except for the purpose of obtaining a Construction Loan for the development of the Sete pursuant to the Agreement. 7. Homeowners Association Required All parcels shown on the Final Tract Map shall be included in a Home Owners Association which shall be established for the purpose of maintaining all streets and sidewalks within the rights -of -way of the private streets. Recordation, deposits and all other required actions to effectuate the establishment of the Association shall be in compliance with State law and requirements of the City of Moorpark. 8. Promissory Note Prior to close of escrow, Developer shall provide a Promissory Note in a form approved by Agency for the full purchase price of Site and related costs. Said Note shall be secured by a Deed of Trust which may be subordinate to the Construction Loan for the Site only, and shall not be subordinate to any other party or cause at any time. 9. Transfer of Public Right -of -Way Within thirty (30) calendar days of completion of public right -of -way improvements on the Site and approval and acceptance of said improvements by Agency, Developer, at its sole cost, shall transfer ownership of said public rights -of -way to the City in fee simple. 10. Prohibition Against Transfer Prior to recordation of a Certificate of Completion, Developer shall not make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Site or the improvements thereon, except for sale of individual homes to home buyers, without prior written Agency approval as required in the Agreement. Attachment No. 6 Agreement Containing Covenants - Page 3 11. Refrain from Discrimination The Developer covenant and agrees for itself, its successors, its assigns and every successor in interest to the Site or any part thereof, that there will be no discrimination against or segregation of any person, or group of persons, on account of sex, age, marital status, race, color, creed, religion, disability, familial status, national origin or ancestry in the sale, lease, sublease, transfer, use, or occupancy of the Site, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of the Site. By their signatures hereto, both parties do hereby concur with this Agreement Containing Covenants Affecting Real Property. AGENCY: Chairman DEVELOPER: Date: Date: ATTEST: Agency Secretary ATTACHMENT NO.7 A. DEVELOPER RESPONSIBILITIES 1. General The Developer shall construct, or cause to be constructed on the Site: A. A total of fifty -nine (59) single family detached residential units; and B. All interior street and other infrastructure improvements required for the Site pursuant to City requirements and this Agreement; and C. A full public street extending from Poindexter Avenue southwardly approximately 920 feet to the southern parking lot entrance to Poindexter Park; and D. Full sidewalk and landscape improvements along the southern portion of Poindexter Avenue in accordance with the Agency's approved Site Plan. 2. Housing Units The Developer shall be required to construct a residential development containing, at a minimum, the following standards: A. The single family detached residential units shall contain a minimum of three (3) bedrooms and not less than seventy - percent (70 %) of all units shall contain four (4) bedrooms; and B. All dwelling units along the westerly portion of the Site shall be single story units only; and C. A new minimum six feet (6) high block wall shall be constructed along the west property line of the Site which shall match the design of the wall constructed along the west and north property line of the adjoining commercial center, and D. All interior lot walls shall be of concrete blocks or similar materials; and E. All exterior lot walls shall be constructed of concrete blocks, stuccoed and painted; and Attachment No. 7 Scope of Development - Page 2 F. Not less than three (3) variations of external designs shall be included in the project; and G. All elevations and colors of the residential units shall be presented for Agency approval prior to submittal to plan check; and H. No units shall face unto the new north/south street to be constructed, nor upon Poindexter Avenue; and I. All units along the northern portion of the Site (adjacent to Poindexter Avenue) shall be constructed in a manner to meet all applicable noise abatement requirements of State and local laws; and J. All lots are to meet City Code requirements, including setbacks, unit size and parking requirements, unless specific variances or other waivers are obtained from the City. 3 -l• -1• -• l A. The southerly side of Poindexter Avenue shall be improved with a five foot 6) concrete sidewalk and not less than ten feet (10') of landscaped area, to be approved by Agency; and B. The forty foot (40') wide north/south public street at the easterly portion of site including its intersection with Poindexter Avenue shall be fully constructed in accordance with City standards within a fifty -three (53') foot right -of -way; and a. Developer shall be solely responsible for the acquisition of any additional right - of-way required for the completion of this construction prior to completion of development on the Site; and b. for the portion of the public street abutting Poindexter Park, the landscaping between the required sidewalk and the park shall be to match the park. C. A stone drain shall be constructed in the north/south public street in accordance with the design standards of the City; and Attachment No. 7 Scope of Development - Page 3 D. Developer shall construct four (4') wide concrete sidewalks on both sides of the north /south street from Poindexter Avenue to the northern entrance to the Poindexter Park parking lot; and E. Developer shall construct a landscaped area of not less than three (3) feet in width along the westerly side of the north/south street, to be approved by the Agency; and F Developer shall provide an improved pedestrian access through the Site to the commercial center located south of the Site; and G. All interior streets shall be constructed in accordance with acceptable engineering design and to the standards required by public agencies; and a. Interior cul-de -sac streets shall have a forty -four foot (44') right of way with a thirty -six foot (36') paved roadway and four foot (4') sidewalks; and b. Interior loop street shall have a forty -four foot (44') right -of -way with a thirty -six foot (36) paved roadway and four foot (4') sidewalks. The elbows of said loop streets shall meet the requirements of the Ventura Count y Fire Protection District; and H. All streets shall contain streetlights, utilities, access and other improvements required of residential developments in the City of Moorpark; and I. All utilities to parcels on the Site shall be underground. l5._._ t A. Not less than eleven (11) of the dwelling units shall be affordable for sale to low income households, as determined by the Federal Department of Housing and Urban Development (HUD) for Ventura County at the time of sale. B. Not less than four (4) additional dwelling units shall be affordable for sale to very-low income households, as determined by the Federal Department of Housing and Urban Development (HUD) for Ventura County at the time of sale. C. Five (5) of the affordable units for low income households and all of the affordable units for very-low income households shall remain for sale only to low and very-low income households, respectfully, for the Attachment No. 7 Scope of Development - Page 4 period of time required under the Moorpark Redevelopment Plan. ATTACHMENT NO.8 1 L4 Z It a1& 01 ; BU. Section 1.1 Sale of Homes to Eligible Purchasers A minimum of eleven (11) of the homes shall be sold to low income eligible purchasers and a minimum of four (4) of the homes shall be sold to very low income eligible purchasers the assisted units "). The four (4) homes to be sold to very low income purchasers and five 5) of the homes to be sold to low income purchasers shall remain for sale to affordable household for the life of the Moorpark Redevelopment Plan. The purchase prices of all assisted units shall not exceed the appraised value of the home. Each eligible purchaser shall be required to make a down payment of at least three percent (3%) of the approved purchase price and shall obtain a maximum feasible first mortgage from a private financial institution or public program. The eligible purchaser shall use the first mortgage and down payment funds to pay developer the purchase price. In the event the first mortgage and down payment are insufficient to fund the purchase price, the eligible purchaser may receive a developer second mortgage loan to pay the shortfall between the purchase price and the down payment and first mortgage proceeds. ca • t,: : ••7 4= U, •1•:•: 1 T-7, I l . -1 To assist eligible purchasers in acquiring the assisted units, the developer shall convert up to the total principal amount of $910,000 to developer second mortgage loans, with each developer second mortgage loan not to exceed fifty thousand dollars ($50,000) for low income homes and ninety thousand dollars ($90,000) for very low income homes. Each developer second mortgage loan made to an eligible purchaser shall be in an amount equal to the difference between the purchase price minus the first mortgage amount and the down payment amount. Developer second mortgages, shall first be reserved for the nine (9) units to remain affordable for the term of the Redevelopment Plan. In no event shall the total of all developer second mortgage loans, when aggregated, exceed the principal amount of $910,000. A) As a condition precedent to an eligible purchaser receiving a second mortgage loan from the developer, developer shall obtain from the eligible purchaser certifications of household income and household size in a form to be provided by the Agency (the Income Certification ") to ensure that the proposed home buyer is an eligible purchaser. Home buyer certifications shall not take place more than one hundred and twenty (120) days prior to the sale of a home to the eligible purchaser. The developer shall verify that Attachment No. 8 Agreement for Affordable Housing - Page 2 the income provided by eligible purchaser in an income certification is accurate by taking two or more of the following steps as a part of the verification process: (i) obtain a pay stub for the most recent pay period; (ii) obtain an income tax return for the most recent tax year; iii) conduct a credit agency or similar search; (iv) obtain an income verification form from the eligible purchaser's current employer; (v) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the eligible purchaser receives assistance from either of such agencies; or (vi) if the eligible purchaser is unemployed and has no such tax return, obtain another form of independent verification. B) As a condition precedent to an eligible purchaser receiving a second mortgage loan from the developer, an eligible purchaser shall certify that he or she will occupy the assisted unit as a principal place of residence and shall agree to in no event lease the assisted unit, utilizing a form of certification to be provided by the developer (the "Owner Occupancy Certification ") C) As a condition to receiving a second mortgage loan, an eligible purchaser shall: 1) execute a second mortgage note in the amount of the second mortgage loan; (ii) execute and record against the home a second mortgage deed of trust securing the eligible purchaser's obligations under the second mortgage note; (iii) execute and record against the home a second mortgage resale restriction; and (iv) execute a borrower disclosure form; and such other documents required by the developer in its reasonable discretion. D) For each eligible purchaser receiving a second mortgage loan, developer shall transmit to the Agency the eligible purchaser's income certification (with attached required documentation), Owner Occupancy Certification, Borrower Disclosure Form, and Second Mortgage Note, Second Mortgage Deed of Trust, and the Second Mortgage Resale Restriction all executed by the eligible purchaser, at least five (5) working days prior to the sale of the home to the eligible purchaser. The developer will provide forms of the following documents to the Agency for review. the Owner Occupancy Certification; second mortgage note; second mortgage deed of trust; second mortgage resale restriction; and borrower disclosure form. The resale restriction would require sale to the same category income buyer for the nine (9) designated units, or option for developer to purchase the home, or option to sell home to non- eligible purchaser and pay back note with share of any increase in equity as contingent interest for the remaining affordable units. ATTACHMENT NO.9 1. Good Faith Payment At the time of submittal of signed Agreements to the Agency for execution, Developer shall provide payment in the amount of TWENTY -FIVE THOUSAND DOLLARS ($25,000) as a "Good Faith Payment" as required in the Request for Proposal. Siad "Good Faith Payment" shall be credited against the Site Purchase Price. 2. Planning Fees Developer shall be solely responsible for payment of all Planning fees required to the review of the project pursuant to the Moorpark Municipal Code and California State regulations in accordance with the schedule and procedures required of residential development projects. Fees shall be those in effect at the time of submittal of applications. This shall include applications for- all entitlements and for requests for waiver from requirements of the Municipal Code development standards. 3. Engineering Fees and Permits Developer shall be solely responsible for payment all engineering fees and permits required for the review and development of the project in accordance with the schedule and procedures required of residential development projects. Fees shall be those in effect at the time of submittal of applications. 4. Building Fees and Permits Developer shall be solely responsible for payment of all plan check and building permits required for the review and issuance of permits for construction of residential development projects in accordance with the schedule and procedures required for residential development projects. Fees shall be those in effect at the time of submittal of applications. 5. Review and Permits by Other Agencies Developer shall be solely responsible for payment of all fees required by other agencies for the review of Developer's plans and for issuance of any permits required before issuance of permits by City. Developer shall be responsible for assuring that plans are provided to such agencies and the schedules and procedures of such agencies are complied with. Attachment No. 9 Schedule of Fees - Page 2 6. City of Moorpark Fees Developer shall be solely responsible for payment of development fees required by the City of Moorpark for residential development projects, including but not limited to: City Wide Traffic Mitigation Fee Quimby Fee Assessment District Fees Los Angeles Avenue Area of Contribution (LAAOC) Library Fee Sheriff's Facilities Fee Fire Protection Facilities Fees Landscape Fees Traffic System Management Fees Citywide Traffic Mitigation Fee Lighting -1 " year Unless otherwise modified by the City Council,, said fees shall be those in effect at the time payment is due to the City in accordance with this Agreement. The fees for all units which are to be sold at "Market Value„ shall be due and payable in full at the time at which building permits are issued for said unit, and no permits shall be issued unless said fees are paid in full. The fees required herein for all units which are to be sold as "Affordable" units shall be due and payable in full prior to the issuance of "Certificate of Occupancy" for said unit by the City. 7. Other Agency Fees IN addition to the City fees, Developer shall be required to pay all fees due to other agencies, including, but limited to: Flood Control District Moorpark Unified School District Sewer District Water Districts 8. Survey, Map Preparation and Recordation Fees Developer shall be solely responsible for the payment of surveys, map preparation and recordation of each of the following: Attachment No. 9 Schedule of Fees - Page 3 A. Preparation of the Tentative and Final Tract Maps for the development of the Site pursuant to the Scope of Development (Attachment No. —) for this Agreement. B. Modification to the boundaries of Poindexter Park to allow for the construction of the new north/south street from Poindexter Avenue to the entry of Poindexter Park. C. Addition of privately owned right -of -way required for the full construction of the new north/south street from Poindexter Avenue to the entry of Poindexter Park.