G. Lease Default Notice. Notwithstanding the notice requirements provided in the Lease, no default notice by the Land Owner shall be deemed to have been given unless and until a copy thereof shall have been so given to the Specified Mortgagee.
H. Insurance. All insurance policies covering the Improvements shall by endorsement name the Specified Mortgagee as an additional insured and loss payee, and provide the Specified Mortgagee with 30 days' cancellation notice.
I. Casualty and Condemnation. If the Leased Premises are destroyed or taken to such an extent that the Lease is to be terminated, the insurance proceeds or condemnation award, as the case may be, shall be applied first in an amount sufficient to satisfy the Specified Mortgage. Upon the termination of the Lease as a result of a partial destruction or a condemnation of less than the entire Leased Premises, the total insurance proceeds or condemnation award, as the case may be, shall be paid to an appointed trustee, who shall first apply such insurance proceeds or condemnation award in accordance with the Specified Mortgage for restoration of the Improvements (if such trustee determines that the Improvements may reasonably be restored to a residential use consistent with the Lease), with the balance of such insurance proceeds or condemnation award to be allocated between the Land Owner and Condominium Owner as otherwise provided in the Lease. The Specified Mortgagee shall be entitled to participate in (i) the adjustment of all casualty losses and (ii) all condemnation proceedings and settlement discussions. Any insurance proceeds or condemnation award shall be applied in accordance with the Specified Mortgage. The Specified Mortgagee shall also be 1782\11\3640895.7 E-6
entitled to participate in the adjustment of the Ground Lease Fee as a result of a partial destruction or taking.
J. Force Majeure. The Condominium Owner shall not be in default where performance is delayed or prevented by "Acts of God," war, civil commotion, strikes, labor disputes or the like.
K. Easements and Alterations. Additions to and alternations in the Improvements may be made as provided in the Lease, as long as the value of the Leased Premises is not diminished. The Land Owner, as owner of the fee interest in the Leased Land, shall join in all easements, permits and applications necessary for such development of the Leased Premises as is permitted under the Lease, provided that the Land Owner shall have no liability or obligation under such easement, permit or application.
L. Arbitration. The Specified Mortgagee shall have the right to participate in any arbitration or legal proceedings between the Land Owner and the Condominium Owner. Any arbitration proceedings shall be conducted in accordance with arbitration statutes applicable in the state where the Leased Premises are located.
M. Merger. If the estates of the Land Owner and Condominium Owner are at any time owned by the same person, so long as the Specified Mortgagee has any interest in the security or in the Specified Mortgage, such person shall take all necessary steps to ensure that the Specified Mortgage constitutes a first lien on the combined estate.
N. Sublease. There shall be no modification, cancellation, or surrender of any subleases, or prepayment of rent thereunder without the consent of the Specified Mortgagee. If the Specified Mortgagee forecloses on the Leased Premises, or takes an assignment in lieu of foreclosure, all subtenants shall attorn to such Specified Mortgagee or its assignee.
O. Estoppel Certificate. The Land Owner shall, from time to time, with 10 days written notice from the Specified Mortgagee, certify by written instrument, duly executed and acknowledged, to such Specified Mortgagee that the Lease has not been amended, the Lease is in full force and effect, that neither party is in default thereunder, and shall certify as to the existence of any offsets, counterclaims or defenses on the part of the Condominium Owner.
P. Conflict. In the event of a conflict between the terms and provisions of this Fannie Mae Rider and the terms and provisions of the Lease, the terms and provisions of this Fannie Mae Rider shall control.
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BY SIGNING BELOW, the Land Owner and the Condominium Owner accept and agree to the terms and conditions of this Fannie Mae Rider.
IN WITNESS WHEREOF, the parties have executed this Fannie Mae Rider at Thousand Oaks, California, on the day and year first written above.
LAND OWNER:
HOUSING LAND TRUST VENTURA COUNTY,
a California public benefit nonprofit corporation
By: _______________________________
Name: _____________________________
Title: ______________________________
CONDOMINIUM OWNER:
By: _______________________________
Name: _____________________________
Title: ______________________________
(Add notaries)
1782\11\3640895.7 F-1
EXHIBIT F
FORM OF REQUEST FOR ADDED IMPROVEMENTS
To: Housing Land Trust Ventura County ("Land Owner")
From: ________________________________ ("Condominium Owner") Unit Address: _____________________________________________ ("Unit") Date: _______________________________________
I hereby request Land Owner approval of the following modifications or improvements I intend to make to my Unit:
Description of improvements or modifications:_________________________________ _______________________________________________________________________ Estimated Cost:___________________________________________________________ Original Purchase Price:____________________________________________________ Land Owner's approval shall be subject to Condominium Owner's receipt of a valid building permit and copy of any plans therefor.
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Exhibit G
FORM OF REQUEST FOR PERMITTED MORTGAGE
To: Housing Land Trust Ventura County
From: _______________________________ ("Condominium Owner") Home Address: _____________________________________ ("Unit") Date: _____________________________________
The Condominium Owner hereby requests the Land Owner to approve the Condominium Owner's permitted mortgage (refinance, junior loan or equity line of credit) on the Unit. The Condominium Owner provides the following information and documentation which it certifies to be true and correct:
1. Copy of a HUD -1 Settlement Statement
2. Copy of new documents, including escrow instructions
3. Contact information for proposed new lender
Name: _____________________
Address: ______________________
Phone Number: ______________________
Email Address: ______________________
Contact Person: ______________________
4. Anticipated closing date of new loan: _______________________
5. Copy of recent preliminary title report for the Unit
6. Copy of existing loan documents and any other loan documents secured by a deed of trust that has been recorded against the Unit
7. Contact Information for Title Company
Name: _____________________
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Address: ______________________
Phone Number: ______________________
Email Address: ______________________
Contact Person: ______________________
8. Date of Purchase of Unit: _______________
9: Original Purchase Price of Unit as set forth in Recital G of the Ground Lease:
____________$________________________
The Condominium Owner hereby certifies the above information is true and correct and this notice is executed under penalty of perjury on ___________________ [insert date].
By:__________________________
Condominium Owner
By:_____________________________________________
Condominium Owner
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Exhibit H
FORM OF NOTICE OF INTENT TO SELL
To: Housing Land Trust Ventura County
From: _________________________ [name of owner(s)] ("Condominium Owner") Address of Home: __________________________ ("Unit")
Date: _______________________
Please be notified pursuant to Section 11.4 of the Homebuyer Ground Lease between Land Owner and Condominium Owner dated _____________, that the Condominium Owner intends to transfer the Unit listed above.
A. The following information is provided to the Land Owner
1. Address of Unit: _______________________________________________
2. Date Condominium Owner purchased Unit: _______________________
3. Original Purchase Price paid by Condominium Owner when Unit was purchased as noted in Recital G of the Ground Lease: $_________________
4. Date Condominium Owner intends to vacate Unit if known: _______________
5. Date Unit will be placed on market: ________________________________
6. Name, email address, and phone number of person for Land Owner to contact to schedule inspection:
_______________________ (name)
_______________________ (email address)
__________________________ (phone number)
EXHIBIT NO. 12
SALES PRICE CALCULATION METHODOLOGY
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Exhibit No. 12
Sales Price Calculation Methodology
03.13.24 1782\11\3685672.23
Exhibit No. 12
SALES PRICE CALCULATION METHODOLOGY
Hillcrest Homes
384 Erbes Road, Thousand Oaks, Ca
All Units must be sold at no more than the defined maximum price as calculated pursuant to this methodology. The Hillcrest Homes Project will include three types of affordability: forty-nine (49) Low Income Units (80% AMI and below), nineteen (19) Moderate Income Units (120%), and ten (10) LMIHAF Units.
The parameters for establishing a maximum initial sales price and a maximum resale price for all three affordability types is depicted in the charts below:
INITIAL SALES
Unit
Count Type
Ground
Lease
Term
Income
Eligibility (HUD
income limits)
Expense Ratio Initial Max Sales Price
10 Low Mod (LMIHAF)* 99 yr 80% AMI 30% AMI methodology
49 Low-Income 99 yr 80% AMI 35% AMI methodology
19 Moderate-Income 99 yr 120% AMI 40% AMI methodology
78 total
FUTURE RESALES
Unit
Count Type
Ground
Lease
Term
Income
Eligibility
Future Resale
Price
10 Low Mod (LMIHAF)* 99 yr 80% AMI Median
income change
49 Low-Income 99 yr 80% AMI
Median
income change
19 Moderate-Income 99 yr 120% AMI
Median
income change
78 total
*Both initial and subsequent buyers of LMIHAF Units have to meet occupancy assumptions and affordable housing cost ratios pursuant to Health & Safety Code Section 50052.5(b)(3) for 45 years from recordation of the Release of Construction Covenants for each LMIHAF Unit.
Initial Maximum Sales Price
City and landlord staff and agents will employ the AMI methodology described herein to calculate the maximum initial sales price of homes in the development. The Maximum Sales Price may be rounded up to the nearest $1,000.
The Area Median Income (AMI) for the Ventura Metropolitan Statistical Area is published annually by the U.S. Department of Housing and Urban Development (HUD).
Future Resales
Future resales will be price restricted as set forth in each Homebuyer Ground Lease. Upon each resale, the maximum resale price will be calculated to account for changes in the published HUD median income Exhibit No. 12
Sales Price Calculation Methodology
03.13.24 1782\11\3685672.23
limits. Resales for LMIHAF units will consider maintenance expenses along with other housing costs and Health and Safety Code required expense ratio of 30% of 70% of AMI will apply.
Future purchasers must be income certified within the price restricted income level of the unit; either Low or Moderate Income.
Health and Safety Code requirements for the 10 LMIHAF will be limited to 45 years following recordation of the Agreement Containing Covenants.
Expense ratios
For initial sales, the monthly housing expenses are not to exceed:
1) 30% of 70% for LMIHAF units
2) 35% of 75% of AMI for Low Income Units
3) 40% of 115% of AMI for Moderate Income Units
The following monthly housing expenses are included in the maximum sales price formula (collectively, the “Housing Cost”):
1) Principal and interest payments on the mortgage. The interest rate used in the calculation will be the average quarterly rate most recently published by the Federal Home Loan Mortgage Corporation for 30-year fixed rate loans. 80% of the sales price will be used as the principal balance in the calculation. If the homebuyer receives down payment assistance, which does not require debt service and which reduces the mortgage below 80% of the sales price, the actual first mortgage principal balance will be used in the maximum sales price calculation. 2) Property Taxes: actual or estimated at 1.25% of the sales price per year. 3) Fire Insurance: actual or estimated at 0.3% of sales price per year. 4) Homeowner Association and Ground Lease Fees.
5) For LMIHAF units only, utility costs for energy efficient apartments per the Area Housing Authority of the County of Ventura. Utilities for landscape maintenance are included in the HOA fees. 6) For LMIHAF unit resales only, maintenance costs will also be considered. No maintenance costs will be used in the Initial Sales price as it is assumed no maintenance will be needed on the new homes.
Private Mortgage insurance will not be used in the calculation as it is anticipated that initial buyers will have at least a 20% down payment made through a combination of cash and down payment assistance loans or grants.
Occupancy
The number of bedrooms in a home will determine the household size used in the calculation:
1) One-bedroom homes will use 2 Person Household AMI
2) Two-bedroom home will use 3 Person Household AMI
3) Three-bedroom home will use a 4 Person Household AMI 4) Three-bedroom with bonus room will use a 5 Person Household AMI 5) Four-bedroom home will use a 6 Person Household AMI
Examples
The following calculations for proposed initial sales prices are based on March 2024 figures and are illustrative only. Actual calculations will differ.
Exhibit No. 12
Sales Price Calculation Methodology
03.13.24 1782\11\3685672.23
Initial Sales Price Calculation Methodology
a. Low Mod (LMIHAF) Initial Sales Price
The Hillcrest Homes project includes 8 1bd and 2 2bd units that are designated as LMIHAF Units. The assumed occupancy for each unit type is 2 persons for the 1bd unit and 3 persons for the 2bd unit type.
LMIHAF HSC Restricted Units
30% of 70% AMI
Interest Rate Assumption: 7%
Household Size (occupancy) 2 3
Unit Size (1bd, 2bd) 1 2
100% AMI $ 98,800 $ 111,150 70% of AMI $ 69,160 $ 77,805 Housing Cost/Mo (30%) $ 1,729 $ 1,945 HOA & Lease Fees $ 150 $ 150 Property Taxes (1.25% of sales price/12 mos) $ 213 $ 241 Insurance (.3% of sales price/12 mos) $ 51 $ 58 Utilities $ 219 $ 261 Income Available for Mortgage Payment $ 1,097 $ 1,236 Maximum Sales Price formula
(-PV(7%,30,mortgage payment*12)/0.8) $ 204,098 $ 230,017 Maximum Sales Price $ 204,000 $ 231,000 20% down payment from cash or subsidy $ 40,800 $ 46,200 Mortgage Loan $ 163,200 $ 184,800 b. Low-Income Initial Sales Price
The Hillcrest Homes project includes 49 low-income units: 30 2-bd, 11 3-bd, 6 3+-bd, and 2 4-bd. The assumed occupancy for each unit type is 3, 4, 5 and 6 persons, respectively.
Low-Income Restricted Units:
35% of 75% AMI
Interest Rate Assumption: 7.0%
HH# 3 4 5 6
# of bdr 2 3 3+ 4
100% AMI $ 111,150 $ 123,500 $ 133,400 $ 143,250 75% of AMI $ 83,363 $ 92,625 $ 100,050 $ 107,438 Housing Cost/Mo (35%) $ 2,431 $ 2,702 $ 2,918 $ 3,134 HOA & Lease Fees $ 150 $ 150 $ 150 $ 150 Property Taxes (1.25% of sales price/12 mos) $ 357 $ 399 $ 433 $ 467 Insurance (.3% of sales price/12 mos) $ 86 $ 96 $ 104 $ 112 Utilities
Mortgage Payment $ 1,838 $ 2,057 $ 2,231 $ 2,405 Maximum Sales Price formula
(-PV(7% interest,30,mortgage payment*12)/0.8) $ 342,185 $ 382,854 $ 415,230 $ 447,643 Maximum Sales Price $ 343,000 $ 383,000 $ 416,000 $ 448,000 Exhibit No. 12
Sales Price Calculation Methodology
03.13.24 1782\11\3685672.23
20% down payment from cash or subsidy $ 68,600 $ 76,600 $ 83,200 $ 89,600 Mortgage Loan $ 274,400 $ 306,400 $ 332,800 $ 358,400 c. Moderate-Income Initial Sales Price
Moderate Restricted Units:
40% of 115% AMI
Interest Rate Assumption: 7%
HH# 4 5 6
Unit Size (3bd, 4bd) 3 3+ 4
100% AMI $ 123,500 $ 133,400 $ 143,250 115% of AMI $ 142,025 $ 153,410 $ 164,738 Housing Cost/Mo (40%) $ 4,734 $ 5,114 $ 5,491 HOA & Lease Fees $ 150 $ 150 $ 150 Property Taxes (1.25% of sales price/12 mos) $ 717 $ 776 $ 8 35 Insurance (.3% of sales price/12 mos) $ 172 $ 186 $ 201 Utilities
Mortgage Payment $ 3,696 $ 4,001 $ 4,305 Maximum Sales Price formula
(-PV(7% interest,30,mortgage payment*12)/0.8) $ 687,864 $ 744,798 $ 801,376 Maximum Sales Price $ 688,000 $ 745,000 $ 802,000 20% down payment from cash or subsidy $ 137,600 $ 149,000 $ 160,400 Mortgage Loan $ 550,400 $ 596,000 $ 641,600 Exhibit No. 12
Sales Price Calculation Methodology
03.13.24 1782\11\3685672.23
Resale Price Methodology
The resale price will be calculated by applying the percent change in AMI to the sales price at purchase.
Example calculations for the adjustment due to AMI changes are provided below for each affordability type. Resale price will also consider deferred maintenance and improvements pursuant to Homebuyer Ground Lease terms.
Resale Calculations LMIHAF Low Moderate
Original Sales Price $ 204,000
$
343,000 $ 688,000
100% AMI (4 person) at time of original buyer
purchase $ 123,500
100% AMI (4 person) at time of intended sale $ 150,000 Increase in AMI 121%
Maximum Sales Price Calc
(original price x increase in AMI) $ 247,773 $ 416,599 $ 835,628 Maximum Sales Price Rounded $ 247,000 $ 417,000 $ 836,000 Buyers for LMIHAF resales will also have to be under the housing ratio limit required by Health & Safety Code, which is 30% as of the date of this agreement. In addition, maintenance costs will be considered as part of housing expenses along with HOA fees, property taxes, insurance, and utilities for resales of LMIHAF units.
EXHIBIT NO. 13
NOTICE OF AFFORDABILITY RESTRICTIONS ON
TRANSFER OF PROPERTY
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Exhibit No. 13
Notice of Affordability Restrictions
1 V3 03.13.24
1782\11\3711649.2
Recording Requested By and
When Recorded Mail To:
City of Thousand Oaks
2100 Thousand Oaks Boulevard
Thousand Oaks, CA 91362-2903
Attn: City Clerk
_________________________________________________________________ SPACE ABOVE THIS LINE FOR RECORDER’S USE
APN: 670-0-250-290 and 670-0-250-210 OFFICIAL BUSINESS Document entitled to free
recording per Government Code
Section 27383
Notice of Affordability Restrictions on Transfer of Property NOTICE IS HEREBY GIVEN that pursuant to California Health & Safety Code Section 33334.3(f) the CITY OF THOUSAND OAKS, a municipal corporation of the State of California (“ City”), is recording this Notice of Affordability Restrictions on Transfer of Property (hereinafter the “ Notice”) with regard to the property located at 382 and 384 N. Erbes Road, Thousand Oaks, California, consisting of two parcels known as APN: 670-0-250-290 and 670-0-250- 210 [drafting note: this Notice will be recorded at Closing. If the Condo Plan is not being recorded at Closing (or is not previously recorded), then record Notice against fee title to entire Site. If the Condo Plan is being recorded at Closing (or previously recorded) change this Notice to record against fee title of only the 10 LMIHAF Units and not the entire Site] , and more particularly described in Exhibit “A” attached hereto (the “Property”).
The Property is subject to the conditions and restrictions (collectively, the “Restrictions”) contained in that certain Disposition and Development Agreement by and among the City, on the one hand, and HOUSING LAND TRUST VENTURA COUNTY, a California nonprofit public benefit corporation (“ Land Trust VC ”), Exhibit No. 13
Notice of Affordability Restrictions
2 V3 03.13.24
1782\11\3711649.2
and PEOPLE’S SELF-HELP HOUSING CORPORATION, a California nonprofit public benefit corporation (“ PSHH”), on the other hand, entered into as of March _____, 2024, as it may be amended from time to time (“DDA”) (any capitalized term not otherwise defined herein shall have the meaning ascribed to it in the DDA), and that certain Agreement Containing Covenants and Declaration of Covenants and Restrictions entered into as of __________________, 20___ by and between the City and Land Trust VC pertaining to the Property, recorded concurrently herewith, as it may be amended from time to time (“ Agreement Containing Covenants ”), which restricts the use of the Property as follows:
Ten (10) Units shall be developed on the Property and sold for an Affordable Purchase Price to Low Income Households as follows: eight (8) 1-bedroom and two (2) 2-bedroom Units in the Project (each a “LMIHAF Unit ”). The Affordable Purchase Price payable for each LMIHAF Unit shall be no more than the Affordable Housing Cost as provided in California Health and Safety Code Section 50052.5(b)(3) for each Low Income Household purchasing the applicable LMIHAF Unit.
“Low Income Household ” shall have the meaning given to “lower income household” in California Health and Safety Code Section 50079.5(a), generally being a household whose income does not exceed 80% of the Area Median Income adjusted for family size.
The maximum incomes of eligible Low Income Households shall be determined on the basis of the Area Median Income limits for households in the Oxnard-Thousand Oaks-Ventura, CA MSA, published approximately annually by the California Department of Housing and Community Development.
The affordability restrictions imposed on the ten (10) LMIHAF Units by the Restrictions are scheduled to expire on the LMIHAF Unit Restricted Period for each LMIHAF Unit, which is for each LMIHAF Unit the date that is forty-five (45) years following the recordation of the Release of Construction Covenants (Exhibit No. 17 to the DDA) for such LMIHAF Unit.
Exhibit No. 13
Notice of Affordability Restrictions
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This Notice is recorded for the purpose of providing notice only and it in no way modifies the provisions of the Restrictions.
[Remainder of Page Intentionally Left Blank]
Exhibit No. 13
Notice of Affordability Restrictions
S-1
1782\11\3711649.2
IN WITNESS WHEREOF, the City has executed this Notice as of the date first written above.
City:
CITY OF THOUSAND OAKS
By: _______________________________
APPROVED AS TO FORM:
By: _________________________________
Tracy M. Noonan, City Attorney
APPROVED AS TO FORM:
By: _________________________________
KANE, BALLMER & BERKMAN
Susan Apy, City Special Counsel
[Signatures Continue On Following Page]
Exhibit No. 13
Notice of Affordability Restrictions
S-2
1782\11\3711649.2
CONSENT TO RECORDATION
The undersigned, owner of the real property legally described in Exhibit “A” hereto, hereby consents to the recordation of the foregoing Notice of Affordability Restrictions on Transfer of Property against said real property.
Dated:______________ By: _____________________________ Exhibit No. 13
Notice of Affordability Restrictions
Exhibit A – Legal Description
1782\11\3711649.2
Exhibit A
Legal Description
[TO BE ADDED]
EXHIBIT NO. 14
DEED OF TRUST
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Exhibit No. 14
Deed of Trust
1782\11\3685968.3
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Thousand Oaks
2100 E. Thousand Oaks Boulevard
Thousand Oaks, CA 91362-2903
Attn.: City Clerk
Parcel Number:_____________ OFFICIAL BUSINESS
Document Entitled to Free Recording
Per California Government Code § 27383
PERFORMANCE LEASEHOLD DEED OF TRUST,
SECURITY AGREEMENT AND FIXTURE FILING
(WITH ASSIGNMENT OF RENTS)
This Performance Leasehold Deed of Trust, Security Agreement and Fixture Filing (With Assignment of Rents) (this “ Deed of Trust ”) is made as of ___________ ____, 202__, by PEOPLE’S SELF-HELP HOUSING CORPORATION, a California nonprofit public benefit corporation [ Drafting Note: may be signed by a LLC of which PSHHC is sole member/manager] (the “Trustor”), whose address is 1060 Kendall Road, San Luis Obispo, CA 93401, Attn: Kenneth Trigueiro, CEO & President, with a copy to: People’s Self-Help Housing Corporation, 2901 N. Ventura Rd., Ste. 265, Oxnard, CA 93036, Attn: Veronica Z. Garcia, Chief Real Estate Development Officer, to ___________________________, a California corporation (the “Trustee”), for the benefit of the CITY OF THOUSAND OAKS, a municipal corporation of the State of California (the “ Beneficiary”), whose address is City of Thousand Oaks, 2100 E.
Thousand Oaks Boulevard, Thousand Oaks, CA 91362, Attn: City Manager, with a copy to: City of Thousand Oaks, 2100 E. Thousand Oaks Boulevard, Thousand Oaks, CA 91362, Attn: City Attorney.
Witnesseth: That the Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to the Trustee, its successors, and assigns, in Trust, with POWER OF SALE TOGETHER WITH RIGHT OF ENTRY AND POSSESSION all present and future right, title, and interest of the Trustor in and to the following property (collectively, the “Trust Estate”):
(A) All of the Trustor’s right, title, and leasehold interest in and to that certain real property located in the City of Thousand Oaks, County of Ventura, State of California more particularly described in Exhibit A attached hereto and by this reference made a part hereof (the “Subject Property”);
Exhibit No. 14
Deed of Trust
1782\11\3685968.3
(B) All buildings, structures and other improvements now or in the future located or to be constructed on the Subject Property (the “Improvements”); (C) all tenements, hereditaments, appurtenances, privileges, franchises and other rights and interests now or in the future benefiting or otherwise relating to the Subject Property or the Improvements, including easements, rights-of-way and development rights (the “Appurtenances”) (the Appurtenances, together with the Subject Property and the Improvements, are hereafter referred to as the “Real Property”);
(D) subject to the assignment to the Beneficiary set forth in Section 4 below, all rents, issues, income, revenues, royalties, and profits now or in the future payable with respect to or otherwise derived from the Trust Estate, or from the ownership, use, management, operation leasing, or occupancy of the Trust Estate, including those past due and unpaid (the “Rents”); (E) all present and future right, title, and interest of the Trustor in and to all inventory, equipment, fixtures, and other goods (as those terms are defined in Division 9 of the California Uniform Commercial Code (the “ UCC”), in each case whether existing now or in the future, located at, upon or about, or affixed or attached to or installed in, the Real Property, or used or to be used in connection with or otherwise relating to the Real Property or the ownership, use, development, construction, maintenance, management, operation, marketing, leasing, or occupancy of the Real Property, including furniture, furnishings, theater equipment, seating, machinery, appliances, building materials and supplies, generators, boilers, furnaces, water tanks, heating ventilating and air conditioning equipment, and all other types of tangible personal property of any kind or nature, and all accessories, additions, attachments, parts, proceeds, products, repairs, replacements, and substitutions of or to any of such property, but not including personal property that is donated to the Trustor, (collectively, the “Goods”, and together with the Real Property, the “Property”); and
(F) all present and future right, title, and interest of the Trustor in and to all accounts, general intangibles, chattel paper, deposit accounts, money, instruments, and documents (as those terms are defined in the UCC) and all other agreements, obligations, rights, and written material, in each case whether existing now or in the future, relating to or otherwise arising in connection with or derived from the Property or any other part of the Trust Estate or the ownership, use, development, construction, maintenance, management, operation, marketing, leasing, occupancy, sale, or financing of the Property or any other part of the Trust Estate, including (to the extent applicable to the Property or any other portion of the Trust Estate and to the extent a third party contract is assignable): (i) permits, approvals, and other governmental authorizations, (ii) improvement plans and specifications and architectural drawings, (iii) agreements with contractors, subcontractors, suppliers, project managers, supervisors, designers, architects, engineers, sales agents, leasing agents, consultants, and property managers, (iv) warranties, guaranties, indemnities, and insurance policies, together with insurance payments and unearned insurance premiums, (v) claims, demands, awards, settlements, and other payments arising or resulting from or otherwise relating to any insurance or any loss or destruction of, injury or damage to, trespass on or taking, condemnation (or conveyance in lieu of condemnation) or public use of Exhibit No. 14
Deed of Trust
1782\11\3685968.3
any of the Property, (vi) license agreements, service and maintenance agreements, purchase and sale agreements and purchase options, together with advance payments, security deposits, and other amounts paid to or deposited with the Trustor under any such agreements, (vii) reserves, deposits, bonds, deferred payments, refunds, rebates, discounts, cost savings, escrow proceeds, sale proceeds, and other rights to the payment of money, trade names, trademarks, goodwill, and all other types on intangible personal property of any kind or nature, and (viii) all supplements, modifications, amendments, renewals, extensions, proceeds, replacements, and substitutions of or to any of such property, in each case, to the extent assignable (the “Intangibles”).
The Trustor further grants to the Trustee and the Beneficiary, pursuant to the UCC, a security interest in all present and future right, title, and interest of the Trustor in and to all Goods and Intangibles and all of the Trust Estate described above in which a security interest may be created under the UCC (collectively, the “Personal Property”). This Deed of Trust constitutes a security agreement under the UCC, conveying a security interest in the Personal Property to the Trustee and the Beneficiary. The Trustee and the Beneficiary shall have, in addition to all rights and remedies provided herein, all the rights and remedies of a “secured party” under the UCC and other applicable California law. The Trustor covenants and agrees that this Deed of Trust constitutes a fixture filing under Sections 9334 and 9502(b) of the UCC.
The Beneficiary (“City” therein), Trustor [drafting note: or [Trustor’s affiliate”](“PSHH” therein), and HOUSING LAND TRUST VENTURA COUNTY, a California nonprofit public benefit corporation (“Land Trust VC”), entered into that certain Disposition and Development Agreement dated as of _____________________, 2024, as may be amended or modified from time to time (the “ DDA”). Pursuant to and subject to the terms of the DDA, Beneficiary (“City” therein) and Land Trust VC (“Owner” therein) entered into that certain Agreement Containing Covenants and Declaration of Covenants and Restrictions dated of even date herewith and recorded concurrently herewith on fee title to the Subject Property, as may be amended or modified from time to time (the “Agreement Containing Covenants”). Each of the DDA and the Agreement Containing Covenants, as used herein, shall mean, refer to and include the DDA and the Agreement Containing Covenants, as well as any riders, exhibits, addenda, implementation agreements, amendments, and attachments thereto (which is and are hereby incorporated herein by this reference). Any capitalized term not defined herein shall have the meaning ascribed to such term in the DDA.
FOR THE PURPOSE OF SECURING the Trustor’s timely performance of the Trustor’s obligations (the “ Secured Obligations ”) set forth in the DDA and the Agreement Containing Covenants (collectively, the “Secured Obligation Agreements”).
AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, THE
TRUSTOR COVENANTS AND AGREES:
1. That the Trustor shall timely perform the Secured Obligations in the Secured Obligation Agreements.
2. That the Trustor shall not permit or suffer the use of any of the Property for any purpose other than the use set forth in the Secured Obligation Agreements.
Exhibit No. 14
Deed of Trust
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3. That the Secured Obligations are incorporated in and made a part of this Deed of Trust. Upon default of a Secured Obligation, and after the giving of notice and the expiration of any applicable cure period, the Beneficiary, at its option, may exercise its remedies under this Deed of Trust. The rights and remedies under this Deed of Trust shall be in addition to and not in limitation of the rights and remedies set forth in the Secured Obligation Agreements or available to the Beneficiary at law or in equity, which such rights and remedies are reserved by the Beneficiary whether or not the Beneficiary exercises any rights or remedies under this Deed of Trust.
4. That all rents, profits and income from the property covered by this Deed of Trust are hereby assigned to the Beneficiary for the purpose of securing the Trustor’s performance.
Permission is hereby given to the Trustor, so long as no default exists hereunder after the giving of notice and the expiration of any applicable cure period, to collect such rents, profits, and income for use in accordance with the provisions of the Secured Obligation Agreements.
5. That upon default hereunder or under any of the Secured Obligation Agreements, and after the giving of notice and the expiration of any applicable cure period, the Beneficiary shall be entitled to the appointment of a receiver by any court having jurisdiction, without notice, to take possession and protect the Property described herein and operate same and collect the rents, profits, and income therefrom.
6. That the Trustor will keep the Property insured against loss by fire and such other hazards, casualties, and contingencies as required under the Secured Obligation Agreements. In no event shall the amounts of coverage be less than 100% of the insurable value of the Property, subject to reasonable deductible amounts. Such policies shall be endorsed with standard mortgage clause with loss payable to the Beneficiary and certificates thereof shall be deposited with the Beneficiary. Unless approved otherwise in writing by the City Manager or designee, the Trustor shall maintain insurance as required by the Secured Obligation Agreements.
7. To pay, before delinquency, any taxes and assessments affecting the Property; to pay, when due, all encumbrances, charges, and liens, with interest, on the Property or any part thereof which appear to be prior or superior hereto; and to pay all costs, fees, and expenses of this Deed of Trust. Notwithstanding anything to the contrary contained in this Deed of Trust, the Trustor shall not be required to pay and discharge any such tax, assessment, charge, or levy so long as the Trustor is contesting the legality thereof in good faith and by appropriate proceedings, and the Trustor has adequate funds to pay any liabilities contested pursuant to this Section 7.
8. To keep the Property in good condition and repair, subject to ordinary wear and tear, casualty and condemnation, not to remove or demolish any buildings thereon (other than as indicated in the approved Plans (as defined in the DDA)); to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged, or destroyed thereon (other than as a result of demolition in accordance with the approved Plans) and to pay when due all claims for labor performed and materials furnished therefor; to comply with all laws affecting the Property or requiring any alterations or improvements to be made thereon; not to Exhibit No. 14
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commit or permit waste thereof; not to commit, suffer or permit any act upon the Property in violation of law and/or covenants, conditions and/or restrictions affecting the Property; not to permit or suffer any material alteration of or addition to the buildings or improvements hereafter constructed in or upon the Property without the consent of the Beneficiary.
9. To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Beneficiary or the Trustee, and to pay all costs and expenses, including cost of evidence of title and reasonable attorneys’ fees in a reasonable sum (including the reasonable value of the services of in-house counsel), in any such action or proceeding in which the Beneficiary or the Trustee may appear.
10. Should the Trustor fail, after the giving of notice and the expiration of any applicable cure period, to make any payment or do any act as herein provided, then the Beneficiary or the Trustee, but without obligation so to do, and without notice to or demand upon the Trustor, and without releasing the Trustor from any obligation hereof, may make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof. Following default, after the giving of notice and the expiration of any applicable cure period, the Beneficiary or the Trustee being authorized to enter upon the Property for such purposes, may commence, appear in and/or defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Beneficiary or the Trustee; may pay, purchase, contest, or compromise any encumbrance, charge, or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, may pay necessary expenses, employ counsel, and pay his or her reasonable fees.
11. The Beneficiary shall have the right to pay fire and other property insurance premiums (for insurance required hereunder) when due should the Trustor fail to make any required premium payments. The premiums paid by the Beneficiary shall be treated as a loan, due from the Trustor, to be paid on the first day of the month following the date on which the premiums were paid. The Beneficiary shall give prompt notice of the payment of such premiums, stating the amounts paid and the name of the insured(s).
12. To pay immediately and without demand all sums so expended by the Beneficiary or the Trustee, under permission given under this Deed of Trust, with interest from date of expenditure at the lesser of 10% or the highest rate of interest permitted by law.
13. The Trustor further covenants that it will not voluntarily create, suffer, or permit to be created against the property subject to this Deed of Trust any lien or liens except as permitted under the DDA or otherwise authorized by the Beneficiary, and further that it will keep and maintain the Property free from the claims of all persons supplying labor or materials which will enter into the construction of any and all buildings now being erected or to be erected on the premises. Notwithstanding anything to the contrary contained in this Deed of Trust, the Trustor shall not be obligated to pay any claims for labor, materials or services which the Trustor in good faith disputes and is diligently contesting, provided that the Trustor shall, at the Beneficiary s written request, within thirty (30) calendar days after the filing of any claim or lien (but in any event, and without any requirement that the Beneficiary must first provide a written request, prior Exhibit No. 14
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to foreclosure) record in the Office of the Recorder of Ventura County, a surety bond in the amount of such claim item to protect against a claim of lien, or provide such other security reasonably satisfactory to the Beneficiary.
14. That any and all improvements made or about to be made upon the premises covered by this Deed of Trust, and all plans and specifications, comply with the Secured Obligation Agreements, all applicable municipal ordinances and regulations and all other applicable regulations made or promulgated, now or hereafter, by lawful authority, and that the same will upon completion comply with all such ordinances and regulations.
IT IS MUTUALLY AGREED THAT:
15. Subject to the terms set forth in Secured Obligation Agreements, should the Property or any part thereof be taken or damaged by reason of any public improvement or condemnation proceeding, or damaged by fire, or earthquake, or in any other manner, the Trustor shall be entitled to all compensation, awards, and other payments or relief therefor which are not used to reconstruct, restore, or otherwise improve the Property or part thereof that was taken or damaged.
16. If the construction of any improvements as herein referred to shall not be carried on with reasonable diligence, or shall be discontinued at any time for any reason other than events of enforced delay pursuant to Section 28 hereof, then the Beneficiary, after due notice to the Trustor or any subsequent owner, is hereby invested with full and complete authority, but not the obligation, to enter upon the Property, employ watchmen to protect such improvements from depredation or injury and to preserve and protect the Personal Property therein.
17. If the Beneficiary terminates any of the Secured Obligation Agreements pursuant to the terms set forth therein due to a default by the Trustor, then, after the lapse of such time as may then be required by law following the recordation of such notice of default, and notice of sale having been given as then required by law, the Trustee, without demand on the Trustor, shall sell the Property at the time and place fixed by it in such notice of sale, either as a whole or in separate parcels, and in such order as it may determine at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. The Trustee may postpone sale of all or any portion of the Property by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time fixed by the preceding postponement. The Trustee shall deliver to the purchaser its deed conveying the Property so sold, but without any covenant or warranty, express or implied. The recitals in the deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including the Trustor, the Trustee or the Beneficiary, may purchase at the sale. The Trustee shall apply the proceeds of sale to payment of (1) the expenses of such sale, together with the reasonable expenses of this trust including therein reasonable Trustee’s fees or attorneys’ fees for conducting the sale (including the reasonable value of the services of in-house counsel), and the actual cost of publishing, recording, mailing, and posting notice of the sale; (2) the cost of any search and/or other evidence of title procured in connection with such sale and revenue stamps on the Trustee’s Exhibit No. 14
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deed; (3) all sums expended under the terms hereof, not then repaid, with accrued interest at the rate specified herein; (4) all other sums then secured hereby; and (5) the remainder, if any, to the person or persons legally entitled thereto.
18. The Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon any trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by the Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the county or counties in which the Property is situated, shall be conclusive proof of proper appointment of the successor trustee.
19. The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed of Trust is hereby waived to the full extent permissible by law.
20. This Deed of Trust shall be partially released and reconveyed upon the sale of a Unit (as defined in the DDA) in accordance with the DDA and the Agreement Containing Covenants, the Deed of Trust shall be partially reconveyed as to such Unit. Upon written request of the Beneficiary stating that the sale of a Unit has occurred in accordance with the DDA and the Agreement Containing Covenants, and upon surrender of this Deed of Trust to the Trustee for cancellation as to such Unit and retention and upon payment of its fees, the Trustee shall partially reconvey, without warranty, the Property as to such Unit then held hereunder. The recitals in such reconveyance of any matters or fact shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as “the person or persons legally entitled thereto”.
21. The trust created hereby is irrevocable by the Trustor.
22. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term “Beneficiary” shall include not only the original Beneficiary hereunder but also any future owner and holder, including pledgees. In this Deed of Trust, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural.
23. The Trustee accepts this trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as otherwise provided by law, the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action of proceeding in which the Trustor, the Beneficiary or the Trustee shall be a party unless brought by the Trustee.
24. The undersigned Trustor requests that a copy of any notice of default and of any notice of sale hereunder be mailed to the Trustor at the address set forth in the first paragraph of this Deed of Trust.
25. The Trustor agrees at any time and from time to time upon receipt of a written Exhibit No. 14
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request from the Beneficiary, to furnish to the Beneficiary detailed statements in writing of all then income, rents, profits, and operating expenses of the premises, and the names of the occupants and tenants in possession, together with the expiration dates of their leases and full information regarding all rental and occupancy agreements, and the rents provided for by such leases and rental and occupancy agreements, and such other information regarding the premises and their use as may be requested by the Beneficiary.
26. The Trustor shall permit the Beneficiary and its agents or representatives to inspect the Property at any and all reasonable times, with or without advance notice.
27. The Property shall be subject to the restrictions set forth in the Secured Obligation Agreements, and the Trustor hereby consents to such restrictions and agrees to be bound thereby.
Such restrictions shall be in addition to and not in limitation of the rights of the Beneficiary expressly set forth in this Deed of Trust.
28. Notwithstanding specific provisions of this Deed of Trust, performance by a party hereunder shall not be deemed to be in default for the period of a Force Majeure Delay where such delay constitutes a Force Majeure Event, each as defined in the DDA. Times of performance under this Deed of Trust may also be extended in writing by the Beneficiary and the Trustor.
29. If the rights and liens created by this Deed of Trust shall be held by a court of competent jurisdiction to be invalid or unenforceable as to any part of the obligations described herein, then the unsecured portion of such obligations shall be completely performed and paid prior to the performance and payment of the remaining and secured portion of the obligations, and all performance and payments made by the Trustor shall be considered to have been performed and paid on and applied first to the complete payment of the unsecured portion of the obligations.
30. (a) Subject to the extensions of time set forth in the Schedule of Performance pursuant to the DDA, and subject to the notice and cure provisions of this Section 30, failure or delay by the Trustor to perform any term or provision respectively required to be performed under the Secured Obligation Agreements or this Deed of Trust constitutes a default under this Deed of Trust.
(b) The Beneficiary shall give written notice of default to the party in default, specifying the default complained of by the Beneficiary. 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 Deed of Trust, any failures or delays by the Beneficiary 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 rights or remedies. Delays by the Beneficiary in asserting any of its rights and remedies shall not deprive the Beneficiary 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. (c) If a monetary event of default occurs, prior to exercising any remedies hereunder, then the Beneficiary shall give the Trustor written notice of such default. The Trustor shall have a period of ten (10) calendar days after such notice is received or deemed received Exhibit No. 14
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within which to cure the default prior to exercise of remedies by the Beneficiary. (d) If a non-monetary event of default occurs, then prior to exercising any remedies hereunder, the Beneficiary shall give the Trustor notice of such default. If the default is reasonably capable of being cured within thirty (30) calendar days after such notice is received or deemed received, then the Trustor shall have such period to effect a cure prior to exercise of remedies by the Beneficiary. If the default is such that it is not reasonably capable of being cured within thirty (30) calendar days after such notice is received or deemed received, and the Trustor (1) initiates corrective action within such period, and (2) diligently, continually, and in good faith works to effect a cure as soon as possible, then the Trustor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by the injured party, but in any event no more than ninety (90) calendar days of receipt or deemed receipt of such notice of default from the Beneficiary.
(e) In no event shall the Beneficiary be precluded from exercising remedies if its rights become or are about to become materially jeopardized by any failure to cure a default or the default is not cured within ninety (90) calendar days after the first notice of default is given. (f) Any notice of default that is transmitted by electronic facsimile transmission followed by delivery of a “hard” copy, shall be deemed received upon its transmission; any notice of default that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service), shall be deemed received on the documented date of receipt thereof; and any notice of default that is sent by registered or certified mail, postage prepaid, return receipt requested shall be deemed received on the date of receipt thereof.
(g) Notwithstanding the foregoing, with respect to any event of default hereunder that is additionally a default under any of the Secured Obligation Agreements, Trustor’s notice and cure period with respect to such default that is specified in the applicable Secured Obligation Agreements shall control.
(h) After the giving the notice and cure specified in this Section 30, the Beneficiary may declare all sums secured hereby immediately due and payable by delivery to the Trustee of written declaration of default and demand for sale, and of written notice of default and of election to cause the Property to be sold, which notice the Trustee shall cause to be duly filed for record and the Beneficiary may foreclose this Deed of Trust. The Beneficiary shall also deposit with the Trustee this Deed of Trust and all documents evidencing expenditures secured hereby. (i) Delay in giving any of the notices referenced in this Section 30 shall not constitute a waiver of any default nor shall it change the time of default.
31. In the event of any fire or other casualty to the Property and the improvements or eminent domain proceedings resulting in condemnation of the Property and the improvements or any part thereof, the Trustor shall have the right to rebuild the improvements, and to use all available insurance or condemnation proceeds therefor, provided that (the Beneficiary shall have Exhibit No. 14
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the right to approve plans and specifications for any major rebuilding. If the casualty or condemnation affects only part of the improvements and total rebuilding is infeasible, then proceeds may be used for partial rebuilding.
32. If the Beneficiary should bring any action to enforce its rights hereunder or at law or in equity, the Trustor shall reimburse the Beneficiary for all reasonable attorneys’ fees and costs expended in connection therewith. This provision shall also apply to any post-judgment action by the Beneficiary, including without limitation, efforts to enforce a judgment. [The remainder of this page is intentionally omitted]
[Signatures begin on the following page]
Exhibit No. 14
Deed of Trust
S-1
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IN WITNESS WHEREOF, the Trustor has executed this Deed of Trust as of the day and year set forth above.
“TRUSTOR”
[Drafting note – may need to update Trustor]
PEOPLE’S SELF-HELP HOUSING
CORPORATION, a California nonprofit public
benefit corporation
By: _________________________________
Name: Kenneth Trigueiro
Title: Chief Executive Officer & President
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
County of _____________________ )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature _____________________________
Exhibit No. 14
Deed of Trust
Exhibit A – Legal Description
Exhibit A
LEGAL DESCRIPTION
Real property in the City of Thousand Oaks, County of Ventura, State of California, described as follows:
EXHIBIT NO. 15
ASSIGNMENT OF AGREEMENTS
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Exhibit No. 15
Assignment of Agreements
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ASSIGNMENT OF AGREEMENTS
FOR VALUE RECEIVED, the undersigned, _________________________, a California _________________ (the “Developer”), hereby assigns to the CITY OF THOUSAND OAKS, a municipal corporation of the State of California (the “ City”), all of its rights, title and interest in and to:
1. All architectural, design, engineering and development agreements, and any and all amendments, modifications, supplements, addenda and general conditions thereto (collectively, the “Architectural Agreements”); and
2. All plans and specifications, shop drawings, working drawings, amendments, modifications, changes, supplements, general conditions and addenda thereto (collectively the “Plans and Specifications”)
heretofore or hereafter entered into or prepared by any architect, engineer or other person or entity (collectively the “Architect/Engineer”), for or on behalf of the Developer in connection with the construction of the Project. This assignment is subject to the prior rights, if any, of a lender of a Permitted Loan whose lien is senior to the Deed of Trust held by the City (each a “ Senior Lender”). The Plans and Specifications, as of the date hereof, are those which the Developer has heretofore, or will hereafter deliver to the City in accordance with that certain Disposition and Development Agreement by and among the City, on the one hand, and HOUSING LAND TRUST VENTURA COUNTY, a California nonprofit public benefit corporation (“Land Trust VC”), and PEOPLE’S SELF-HELP HOUSING CORPORATION, a California nonprofit public benefit corporation (“PSHH”), on the other hand, dated as of March _____, 2024, as it may be amended from time to time (“ DDA”). Any capitalized term not otherwise defined herein shall have the meaning ascribed to it in the DDA.
The Architectural Agreements include, without limitation, the architectural contract between Developer (as successor to PSHH) and Di Cecco Architecture, Inc., a California corporation, located at 887 Patriot Drive, Suite C, Moorpark, CA 93021, and the engineering contract between Developer (as successor to PSHH) and ________________________, a ________________________ located at _____________________________________.
This ASSIGNMENT OF AGREEMENTS (this “Assignment”) constitutes a present and absolute assignment to the City as of the date hereof (the “ Effective Date”), subordinate to the rights of each Senior Lender; provided, however, that the City confers upon the Developer the right to enforce the terms of the Architectural Agreements and the Developer’s rights to the Plans and Specifications so long as no default or event which would constitute a default after notice or the passage of time, or both, has occurred and is continuing under the DDA. Upon the occurrence and continuance following notice and opportunity to cure of a default or event which would constitute a default after notice or the passage of time, or both, under the DDA, the City may, in its sole discretion, give notice to the Architect/Engineer of its intent to enforce the rights of the Developer under the Architectural Agreements and of its rights to the Plans and Specifications and may Exhibit No. 15
Assignment of Agreements
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initiate or participate in any legal proceedings respecting the enforcement of said rights. The Developer acknowledges that by accepting this Assignment, the City does not assume any of the Developer’s obligations under the Architectural Agreements or with respect to the Plans and Specifications.
The Developer represents and warrants to the City, as of the Effective Date, that: (a) all Architectural Agreements entered into by the Developer are in full force and effect and are enforceable in accordance with their terms, and no default, or event which would constitute a default after notice or the passage of time, or both, exists with respect to said Architectural Agreements; (b) all copies of the Architectural Agreements and Plans and Specifications delivered to the City are complete and correct; and (c) the Developer has not assigned any of its rights under the Architectural Agreements or with respect to the Plans and Specifications except to a Senior Lender.
The Developer agrees: (a) to pay and perform all obligations of the Developer under the Architectural Agreements; (b) to enforce the payment and performance of all obligations of any other person or entity under the Architectural Agreements; and (c) not to further assign (other than assignment in connection with a loan which is senior in priority to this Assignment), for security or any other purposes, its rights under the Architectural Agreements or with respect to the Plans and Specifications without the City’s prior written consent.
This Assignment secures performance by the Developer of all obligations of the Developer under the DDA. This Assignment is supplemented by the provisions of the DDA, and said provisions are incorporated herein by reference.
This Assignment shall be governed by the laws of the State of California, without reference to the principles governing conflicts of laws, and the Developer consents to the jurisdiction of any Federal or State Court within the State of California having proper venue for the filing and maintenance of any action arising hereunder.
This Assignment shall be binding upon and inure to the benefit of the heirs, legal representatives, assigns, and successors-in-interest of the Developer and of the City; provided, however, that this will not be construed and is not intended to waive any restrictions on assignment, sale, transfer, mortgage, pledge, hypothecation or encumbrance by the Developer contained in the DDA.
The attached Architect/Engineer’s Consents, Schedule 1 and Exhibit A are incorporated herein by this reference.
“DEVELOPER”
[INSERT SIGNATURE BLOCK]
Exhibit No. 15
Assignment of Agreements
Architect/Engineer’s Consent
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ARCHITECT/ENGINEER’S CONSENT
The undersigned architect (the “Architect”) hereby consents to the foregoing Assignment to which this Architect/Engineer’s Consent is a part, and acknowledges that there presently exist no unpaid claims due to the Architect except as set forth on Schedule 1 attached hereto, arising out of the preparation and delivery of the Plans and Specifications to the Developer and/or the performance of the Architect’s obligations under the Assignment.
The Architect agrees that if, at any time, the City becomes the owner of the Developer’s interest in the Property, or, pursuant to its rights under the DDA, elects to undertake or cause the completion of construction of the Property on any portion of the Property, in accordance with the Plans and Specifications, and gives the Architect written notice of such election, or pursuant to its rights under the DDA, following termination of the DDA elects to receive the Plans and Specifications; THEN, so long as the Architect has received, receives or continues to receive the compensation called for under the Architectural Agreements, the City may, at its option, use and rely on the Plans and Specifications for the purposes for which they were prepared, and the Architect shall continue to perform its obligations under the Architectural Agreements for the benefit and account of the City in the same manner as if performed for the benefit or account of the Developer in the absence of the Assignment.
The Architect further agrees that, in the event of a default by the Developer of the Architectural Agreements, or any agreement entered into with the Architect in connection with the Plans and Specifications, the Architect shall give written notice to the City of such default at the address shown below. The City shall have the right to remedy or cure Developer’s default within thirty (30) calendar days from the City’s receipt of such written notice of default, but without any obligation to remedy or cure said default. Nothing herein shall require the City to cure said default or to undertake completion of construction of the Improvements. [Architect’s Signature on Following Page]
Exhibit No. 15
Assignment of Agreements
Architect/Engineer’s Consent
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The Architect warrants and represents that, other than assignment to Project lenders in connection with other loans for construction of the Project, it has no knowledge of any prior assignment(s) of any interest in the Plans and Specifications and/or the Architectural Agreements.
Except as otherwise defined herein, the terms used herein shall have the meanings given them in the Assignment.
“ARCHITECT”
Di Cecco Architecture, Inc.,
a ____________ corporation
By: _________________________________
Name: _____________________________
Its: _________________________________
Date: _________________________________
City’s Address for Notices:
City of Thousand Oaks
2100 E. Thousand Oaks Boulevard
Thousand Oaks, CA 91362
Attn: City Manager
With a copy to:
City of Thousand Oaks
2100 E. Thousand Oaks Boulevard
Thousand Oaks, CA 91362
Attn: City Attorney
Exhibit No. 15
Assignment of Agreements
Schedule of Unpaid Claims
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SCHEDULE 1
SCHEDULE OF UNPAID CLAIMS
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Exhibit No. 15
Assignment of Agreements
Schedule of Unpaid Claims
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ARCHITECT’S SCHEDULE OF UNPAID CLAIMS:
Exhibit No. 15
Assignment of Agreements
Architect/Engineer’s Consent
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ARCHITECT/ENGINEER’S CONSENT
The undersigned engineer (the “Engineer”) hereby consents to the foregoing Assignment to which this Architect/Engineer’s Consent is a part, and acknowledges that there presently exist no unpaid claims due to the Engineer except as set forth on Schedule 1 attached hereto, arising out of the preparation and delivery of the Plans and Specifications to the Developer and/or the performance of the Engineer’s obligations under the Assignment.
The Engineer agrees that if, at any time, the City becomes the owner of the Developer’s interest in the Property, or, pursuant to its rights under the DDA, elects to undertake or cause the completion of construction of the Improvements on any portion of the Property, in accordance with the Plans and Specifications, and gives the Engineer written notice of such election, or pursuant to its rights under the DDA, following termination of the DDA elects to receive the Plans and Specifications; THEN, so long as the Engineer has received, receives or continues to receive the compensation called for under the Architectural Agreements, the City may, at its option, use and rely on the Plans and Specifications for the purposes for which they were prepared, and the Engineer shall continue to perform its obligations under the Architectural Agreements for the benefit and account of the City in the same manner as if performed for the benefit or account of the Developer in the absence of the Assignment.
The Engineer further agrees that, in the event of a default by the Developer of the Architectural Agreements, or any agreement entered into with the Engineer in connection with the Plans and Specifications, the Engineer shall give written notice to the City of such default at the address shown below. The City shall have the right to remedy or cure Developer’s default within thirty (30) calendar days from the City’s receipt of such written notice of default, but without any obligation to remedy or cure said default. Nothing herein shall require the City to cure said default or to undertake completion of construction of the Improvements. [Engineer’s Signature on Following Page]
Exhibit No. 15
Assignment of Agreements
Architect/Engineer’s Consent
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The Engineer warrants and represents that, other than assignment to Project lenders in connection with other loans for construction of the Project, it has no knowledge of any prior assignment(s) of any interest in the Plans and Specifications and/or the Architectural Agreements.
Except as otherwise defined herein, the terms used herein shall have the meanings given them in the Assignment.
“ENGINEER”
[_____________________________]
By: _________________________________
Name: _________________________________
Its: _________________________________
Date: _________________________________
City’s Address for Notices:
City of Thousand Oaks
2100 E. Thousand Oaks Boulevard
Thousand Oaks, CA 91362
Attn: City Manager
With a copy to:
City of Thousand Oaks
2100 E. Thousand Oaks Boulevard
Thousand Oaks, CA 91362
Attn: City Attorney
Exhibit No. 15
Assignment of Agreements
Schedule of Unpaid Claims
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SCHEDULE 1
SCHEDULE OF UNPAID CLAIMS
[Behind This Page]
Exhibit No. 15
Assignment of Agreements
Schedule of Unpaid Claims
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ENGINEER’S SCHEDULE OF UNPAID CLAIMS:
Exhibit No. 15
Assignment of Agreements
Property Description
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PROPERTY DESCRIPTION
[TO BE ADDED]
EXHIBIT NO. 16
FORM OF RELEASE OF CONSTRUCTION COVENANTS
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Exhibit No. 16
Release of Construction Covenants
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Recording Requested By and
When Recorded Mail To:
City of Thousand Oaks
2100 Thousand Oaks Boulevard
Thousand Oaks, CA 91362-2903
Attn: City Clerk
______________________________________________________________________________ SPACE ABOVE THIS LINE FOR RECORDER’S USE
APN: 670-0-250-290 and 670-0-250-210 OFFICIAL BUSINESS Document entitled to free
recording per Government Code
Section 27383
RELEASE OF CONSTRUCTION COVENANTS
THIS RELEASE OF CONSTRUCTION COVENANTS (this “Release”) is hereby made as of this ______ day of ________________, 202__, by the CITY OF THOUSAND OAKS, a municipal corporation of the State of California (“City”), in favor of __________________________, a California _______________________ (“Developer”).
RECITALS
WHEREAS, the City, on the one hand, and HOUSING LAND TRUST VENTURA COUNTY, a California nonprofit public benefit corporation (“ Land Trust VC ”), and PEOPLE’S SELF-HELP HOUSING CORPORATION, a California nonprofit public benefit corporation (“ PSHH”), on the other hand, entered into that certain Disposition and Development Agreement dated as of March _, 2024, with Exhibits attached thereto (collectively, and together with any amendments, modifications, addendums, and supplements thereto signed by the parties thereto, the “ DDA”), relating to the development of an affordable for-sale housing development with not less than 78 attached for-sale townhomes to be sold at an affordable housing cost to income qualified households in accordance with the terms and conditions contained in the DDA. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the DDA; and
WHEREAS, in accordance with and pursuant to Section 415 of the DDA, after Completion of the development of the common area and a Unit in the Project, as generally and specifically required by the DDA and in particular the Scope of Development, the City shall furnish a Release of Construction Covenants for such Unit upon written request therefor by Developer; and Exhibit No. 16
Release of Construction Covenants
2 V3 03.13.24
1782\11\3711648.2
WHEREAS, Completion of the development of the common area and a Unit in the Project, as generally and specifically required by the DDA and in particular the Scope of Development, has occurred in accordance with the requirements of the DDA and Developer has requested that the City issue this Release; and
WHEREAS, the Unit for which Completion has occurred and for which this Release is being issued is known as Unit ____, located at __________________ in the City of Thousand Oaks, County of Ventura, State of California and legally described in Exhibit A attached hereto and incorporated herein by this reference (the “Unit”); and
WHEREAS, the City now desires to issue this Release pursuant to the terms and conditions of the DDA.
NOW THEREFORE, it is hereby acknowledged and certified by the City that:
1. Completion of the development of the Unit has been fully and satisfactorily performed and completed in accordance with the DDA.
2. After the recordation of this Release, any person or entity then owning or thereafter purchasing, or otherwise acquiring any interest in the Unit will not (because of such ownership, purchase, or acquisition) incur any obligation or liability under the DDA to initially construct the Unit.
3. Nothing contained in this instrument shall modify any provisions of the DDA.
4. This Release is not a notice of completion as referred to in Section 8182 of the California Civil Code.
5. This Release is solely made by the City acting pursuant to the DDA, and not on the behalf of the City of Thousand Oaks, in its municipal or regulatory capacity. [Remainder of Page Intentionally Left Blank]
Exhibit No. 16
Release of Construction Covenants
S-1
1782\11\3711648.2
IN WITNESS WHEREOF, the City has executed this Release as of the date first written above.
City:
CITY OF THOUSAND OAKS
By: __________________________________
APPROVED AS TO FORM:
By: _________________________________
Tracy M. Noonan, City Attorney
APPROVED AS TO FORM:
By: _________________________________
KANE, BALLMER & BERKMAN
Susan Apy, City Special Counsel
[Signatures Continue On Following Page]
Exhibit No. 16
Release of Construction Covenants
Exhibit A – Legal Description
1782\11\3711648.2
Exhibit A
Legal Description
[TO BE ADDED]
EXHIBIT NO. 17
ASSIGNMENT AND ASSUMPTION AGREEMENT
[behind this page]
783\35\2540571.2
Exhibit No. 17
Form of Assignment and Assumption
1782\11\3711631.1
EXHIBIT NO. 17
FORM OF
ASSIGNMENT AND ASSUMPTION OF
DISPOSITION AND DEVELOPMENT AGREEMENT
AND RELATED DOCUMENTS
(HILLCREST)
This Assignment and Assumption of Disposition and Development Agreement and Related Documents (the “Agreement”), is dated as of ___________ __, 202__ (the “Effective Date”), by and among, HOUSING LAND TRUST VENTURA COUNTY, a California nonprofit public benefit corporation (the “Assignor”), HOUSING TRUST FUND VENTURA COUNTY, a California nonprofit public benefit corporation (the “Assignee”), THE CITY OF THOUSAND OAKS, a municipal corporation (the “City”), and _________________ LLC, a California limited liability company (the “Developer”), with reference to the following facts:
RECITALS
A. The Assignor and the City entered into that certain Disposition and Development Agreement dated as of __________, 2024 (the “DDA”), pursuant to which the City agreed to convey to the Assignor that certain real property located at 382 and 384 N. Erbes Road in the City of Thousand Oaks, California, as more particularly described in Attachment A, attached hereto and incorporated herein by this reference (the “Property”).
B. In connection with the DDA, the Assignor and the City entered into that certain Grant Deed, dated as of ____________, and recorded in the official records of Ventura County (the “Official Records”) on ________________ as document no. ___________ (the “Grant Deed”); the Assignor and the City entered into that certain Agreement Containing Covenants and Declaration of Covenants and Restrictions, dated as of ____________, and recorded on the fee interest of the Property in the Official Records on ________________ as document no. ___________ (the “Agreement Containing Covenants”); and the City executed that certain Notice of Affordability Restrictions on Transfer of Property dated as of ____________, and recorded on the fee interest of the Property in the Official Records on ________________ as document no. ___________ (the “Notice of Affordability Restrictions”). The Grant Deed, the Agreement Containing Covenants and the Notice of Affordability Restrictions are referred to herein as the “Related DDA Documents”).
C. Also in connection with the DDA, the Assignor entered into that certain Development Ground Lease of the Property with the Developer dated as of _____________, __ (the “Development Ground Lease”), a memorandum of which was recorded on the fee interest of the Property in the Official Records on ________________ as document no. ___________ (the “Memo of Ground Lease”). [Drafting Note – delete references to Development Ground Lease if not entered into at the time of this Assignment.] 783\35\2540571.2
Exhibit No. 17
Form of Assignment and Assumption
1782\11\3711631.1
D. The Assignor now desires to assign all of its rights and obligations under the DDA, Related DDA Documents, Development Ground Lease, and Memo of Ground Lease to the Assignee, and the Assignee desires to assume all of such rights and obligations. Such assignment and assumption is expressly allowed under subsection (iii)(D) of the definition of “Transfer” in Article I and in Section 204 of the DDA.
E. Capitalized terms used in these recitals have the meaning set forth in the DDA.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor, Assignee and the City mutually agree as follows:
Section 1. Assignment by Assignor. Assignor hereby assigns to Assignee all of Assignor’s rights and interest in and obligations under the DDA, the Related DDA Documents, the Ground Lease, and the Memo of Ground Lease.
Section 2. Acceptance of Assignment and Assumption by Assignee. Assignee hereby accepts the above assignment of all of Assignor’s rights and interest in and obligations under the DDA, the Related DDA Documents, the Ground Lease, and the Memo of Ground Lease, and agrees to assume and perform all of Assignor’s obligations and covenants under the DDA, the Related DDA Documents, the Ground Lease, and the Memo of Ground Lease.
Section 3. Representations. Assignor represents and warrants to Assignee and the City that it has not previously assigned, pledged, hypothecated, or otherwise transferred any of its rights under the DDA and the Related DDA Documents. Assignor represents and warrants to the Developer that it has not previously assigned, pledged, hypothecated, or otherwise transferred any of its rights under the Ground Lease and the Memo of Ground Lease. Each party hereto represents and warrants to each other party that this Agreement has been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf such party, and all actions required under such party’s organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement have been duly taken.
Section 4. City Consent . The City hereby agrees that the assignment and assumption contemplated in this Agreement is permitted purs uant to the DDA and he reby consents to the assignment and assumption contemplated in this Agreement. The City also consents to the transfer of the Property from the Assignor to the Assignee. The Developer also he reby consents to the assignment and assumption contemplated in this Agreement.
Section 5. Effective Date. This Agreement and the assignment and assumption described in this Agreement shall be effective as of the date first set forth above. 783\35\2540571.2
Exhibit No. 17
Form of Assignment and Assumption
1782\11\3711631.1
Section 6. Address for Notices. Assignee’s address for formal notices, demands and communications as provided in the DDA, the Related DDA Documents, and the Ground Lease is as follows:
Housing Land Trust Ventura County
360 Mobil Avenue, Suite 213A
Camarillo, CA 93010
Attention: Chief Executive Officer
Section 7. Attorneys’ Fees. If any attorney is engaged by any party hereto to enforce or defend any provision of this Agreement, the prevailing party or parties shall be entitled to costs and reasonable attorneys’ fees.
Section 8. California Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California.
Section 9. Invalidity. Any provision of the Agreement which is determined by a court to be invalid or unenforceable shall be deemed severed herefrom, and the remaining provisions shall remain in full force and effect as if the invalid or unenforceable provision had not been a part hereof.
Section 10. Binding Upon Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest and assigns of each of the parties hereto.
Section 11. Headings. The headings used in this Agreement are for convenience only and shall be disregarded in interpreting the substantive provisions of this Agreement.
Section 12. Multiple Originals; Counterparts. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts.
Remainder of Page Left Intentionally Blank
783\35\2540571.2
Exhibit No. 17
Form of Assignment and Assumption
1782\11\3711631.1
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
ASSIGNOR:
HOUSING LAND TRUST VENTURA COUNTY,
a California nonprofit public benefit corporation ,
By:
Name: _______________________________
Title: ________________________________
ASSIGNEE:
HOUSING TRUST FUND VENTURA COUNTY,
a California nonprofit public benefit corporation
By:
Name: _______________________________
Title: ________________________________
CITY:
CITY OF THOUSAND OAKS,
a municipal corporation
By:
Name: _____________________________________
Title: ______________________________________
DEVELOPER:
________________________________________,
a California limited liability company
By:
Name: _______________________________
Title: ________________________________
783\35\2540571.2
Exhibit No. 17
Form of Assignment and Assumption
1782\11\3711631.1
ATTACHMENT A
PROPERTY LEGAL DESCRIPTION
Real property in the City of Thousand Oaks, County of Ventura, State of California, described as follows:
PARCEL 1: (APN: PORTION 670-0-250-290)
LOT 12 IN BLOCK 26 OF THOUSAND OAKS TRACT, IN THE CITY OF THOUSAND OAKS, COUNTY OF VENTURA, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 8, PAGE 73 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 2: (APN: PORTION 670-0-250-290)
THAT PORTION OF LOT 11 IN BLOCK 26 OF THOUSAND OAKS TRACT, IN THE CITY OF THOUSAND OAKS, COUNTY OF VENTURA, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 8, PAGE 73 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF SAID LOT 11, DISTANT THEREON SOUTH 19° 38' 30" WEST 75 FEET FROM THE MOST NORTHERLY CORNER OF SAID LOT 11, SAID POINT ALSO BEING THE MOST WESTERLY CORNER OF THE LAND DESCRIBED IN THE DEED TO ROBERT O.
SWARTOUT, ET UX., RECORDED MAY 1, 1960 AS INSTRUMENT NO. 22044 IN BOOK 1869, PAGE 433 OF OFFICIAL RECORDS; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID LAND, 1ST: SOUTH 65° 13' 41" EAST 158.80 FEET TO THE MOST SOUTHERLY CORNER OF SAID LAND;
THENCE ALONG THE SOUTHEASTERLY LINE OF SAID LAND TO AND ALONG THE SOUTHEASTERLY LINE OF THE DESCRIBED IN THE DEED TO W. F. ERBES, RECORDED SEPTEMBER 1,1957 AS INSTRUMENT NO. 38363 IN BOOK 1546, PAGE 534 OF OFFICIAL RECORDS.
2ND: NORTH 19° 38' 30" EAST 65 FEET TO THE NORTHEASTERLY LINE OF SAID LOT 11; THENCE
ALONG SAID NORTHEASTERLY LINE,
3RD: SOUTH 61° 39’ 30" EAST 147.66 FEET TO THE MOST NORTHERLY CORNER OF THE LANDS DESCRIBED IN THE DEED TO THE COUNTY OF VENTURA, RECORDED MAY 6, 1958 AS INSTRUMENT NO. 9611 IN BOOK 1596, PAGE 112 OF OFFICIAL RECORDS; THENCE ALONG THE BOUNDARY OF SAID
LAND THE FOLLOWING THREE COURSES AND THE PROLONGATION THEREOF, 4TH: SOUTH 38° 20’ 30" WEST 110 FEET TO AN ANGLE POINT; THENCE, 5TH: SOUTH 62° 42’ 30" WEST 98.28 FEET; THENCE,
6TH: NORTH 67° 10' 18" WEST 208.51 FEET, MORE OR LESS, TO A POINT ON THE CURVED NORTHWESTERLY LINE OF SAID LOT 11, DISTANT THEREON 120 FEET NORTHEASTERLY FROM THE MOST WESTERLY CORNER OF SAID LOT 11; THENCE,
7TH: NORTHEASTERLY ALONG SAID NORTHWESTERLY LINE TO THE POINT OF BEGINNING.
EXCEPT ANY PORTION THEREOF LYING WITHIN THE BOUNDARY OF THE LAND DESCRIBED IN THE 783\35\2540571.2
Exhibit No. 17
Form of Assignment and Assumption
1782\11\3711631.1
DEED TO LOUISE D. JENIFER, RECORDED OCTOBER 16, 1959 AS INSTRUMENT NO. 39508 IN BOOK 1788, PAGE 71 OF OFFICIAL RECORDS.
PARCEL 3: (APN: 670-0-250-210)
THAT PORTION OF LOT 11 IN BLOCK 26 OF THOUSAND OAKS TRACT, IN THE CITY OF THOUSAND OAKS, AS PER MAP RECORDED IN BOOK 8, PAGES 73 TO 78 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 11, THENCE SOUTH 61° 39’ 30" EAST ALONG THE NORTHEASTERLY LINE OF SAID LOT 160.00 FEET; THENCE SOUTH 19° 38' 30" WEST AND PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT 65.00 FEET; THENCE NORTH 65° 13’ 41" WEST 158.80 FEET TO A POINT ON THE NORTHWESTERLY LINE OF SAID LOT, DISTANT 75.00 FEET FROM THE POINT OF BEGINNING; THENCE NORTH 19" 38' 30" EAST 75.00 FEET TO THE POINT OF BEGINNING.