14. 9 GOVERNING LAW: This Lease will be interpreted in accordance with and governed by the laws of California. The language in all parts of this Lease will be, in all cases, construed according to its fair meaning and not strictly for or against Land Owner or Condominium Owner.
14. 10 RECORDING: The parties agree, as an alternative to the recordation ofthis Lease, to execute a memorandum ofthis Lease in recordable form and complying with applicable law and reasonably satisfactory to Land Owner's attorneys. In no event will such document set forth the rent or other charges payable by Condominium Owner under this Lease; and any such document will expressly state that it is executed pursuant to the provisions contained in this Lease, and is not intended to vary the terms and conditions of this Lease.
14. 11 AMENDMENTS SUBJECT TO APPROVAL OF CITY. Any amendments to this Lease shall be subject to the prior written approval of the City, which approval shall not be unreasonably withheld or delayed. The passage of thirty (30) days ( or 45 days, as applicable, as described below) after submittal to City at the notice addresses for City set forth herein of a proposed amendment without approval or disapproval by City shall be deemed approval provided the notice to the City references the thirty ( 30) day approval period and provided that any proposed amendment sent to the City has been copied to the City Attorney as set forth in the CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Notice section herein ( Section 14. 1); further provided that with respect to any proposed amendment that relates to matters reserved under California law wholly for determination by the City' s governing body or for any matter which the City Manager or designee determines should be referred to the City' s governing body, the City shall have a 45- day approval period rather than a 30- day approval period.
14. 12 FANNIE MAE COMMUNITY LAND TRUST GROUND LEASE RIDER. If and to the extent required by any Permitted Mortgagee, the current form of Fannie Mae Community Land Trust Ground Lease Rider is attached to and incorporated into this Lease as Exhibit E, with changes to the form that have been agreed upon by the Permitted Mortgagee.
Land Owner shall cooperate with and assist City in requesting changes to any required Fannie Mae Community Land Trust Ground Lease Rider in order to include the rights of City contained in this Lease and to prevent elimination of affordability requirements and restrictions in this Lease. [ drafting note: update to include current form ofRider ifapplicable at time of sale of Unit with changes, if any]
14. 13 CITY AS THIRD PARTY BENEFICIARY. The City is a third party beneficiary under this Lease and shall have the rights to enforce the affordability provisions ofthis Lease.
14. 14 CONDITION OF UNIT; WAIVER AND RELEASE: Land Owner did not design, engineer, construct or otherwise install the Unit and other improvements located on the Leasehold Property. Accordingly, and as a material part ofthe consideration due Land Owner under this Lease, Condominium Owner hereby releases Land Owner, City, and their respective its officers, directors, shareholders, managers, employees and representatives ( collectively Indemnitees") and waives, on Condominium Owner' s behalf and on behalf of Condominium Owner' s successors, assigns and representatives, all claims, demands and causes of action against the Indemnitees for any loss, liability, damages, costs and expenses ( including attorneys' fees) arising from or related to any loss, damage, injury or claim, whether incurred or made by Condominium Owner, any other Indemnitee or any third person( s) with respect to the Leasehold Property and the Unit and other improvements located thereon.
CONDOMINIUM OWNER ACKNOWLEDGES THAT IT HAS HAD THE
OPPORTUNITY TO SEEK ADVICE OF ITS LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY."
CONDOMINIUM OWNER, BEING AWARE OF SAID CODE SECTION, HEREBY
EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE THEREUNDER, AS WELL AS
UNDER ANY OTHER STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EFFECT. CONDOMINIUM OWNER HEREBY SPECIFICALLY ACKNOWLEDGES
THAT CONDOMINIUM OWNER HAS CAREFULLY REVIEWED THIS SECTION,
AND DISCUSSED ITS IMPORTANCE WITH LEGAL COUNSEL, IS FULLY
AWARE OF ITS CONSEQUENCES, AND THAT THE PROVISIONS OF THIS SECTION ARE A MATERIAL PART OF THIS LEASE.
CONDOMINIUM OWNER"
The foregoing waivers and releases shall include and apply to, without limitation, (i) the design, construction methods, materials, locations and other matters for which Land Owner has given or will give its approval, recommendation or other direction (ii) irrespective of Land Owner' s approval, recommendation or other direction and ( iii) any damage, liability, fine, penalty, punitive damage, cost or expense arising from or out of any claim, action, suit or proceeding for personal injury ( including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resources or the environment, nuisance, pollution, contamination, leak, spill, release or other adverse effect upon the environment.
SIGNATURE PAGES TO FOLLOW]
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 IN WITNESS WHEREOF, the parties have executed this Lease on the day and year first above written.
LAND OWNER"
HOUSING LAND TRUST VENTURA COUNTY,
a California nonprofit public benefit corporation
Linda Braunschweiger
Chief Executive Officer
CONDOMINIUM OWNER"
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9
EXHIBIT A
Legal Description — Land
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9
EXHIBIT B
Legal Description —Leasehold Property
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9
EXHIBIT C
Form of Letter of Acknowledgement
LETTER OF ACKNOWLEDGMENT
To: Housing Land Trust Ventura County (the " HLTVC")
Date:
This letter is given to the HLTVC to become an exhibit to a Lease between the HLTVC and me. I will be leasing an airspace parcel from the HLTVC and will be buying the home constructed within that airspace parcel. I will therefore become what is described here as a HLTVC homeowner."
I understand and agree with the following points.
One of the goals ofthe HLTVC is to keep HLTVC homes affordable for [ insert Low or Moderate] income households from one homeowner to the next. I support this goal as a HLTVC homeowner.
The terms and conditions ofmy Lease will keep my home affordable for future "income qualified persons" ( [ insert Low or Moderate] income households). If and when I want to sell my home, the lease requires that I sell it either to the HLTVC or its assignee, the City of Thousand Oaks or its assignee, or to another [ insert Low or Moderate] income qualified household. The terms and conditions ofthe lease also limit the price for which I can sell the home, in order to keep it affordable for such income qualified persons.
It is also a goal of the HLTVC to promote resident ownership of HLTVC homes. For this reason, my Lease requires that ifI and my household move out of our home permanently, we must sell it. We cannot continue to own it as absentee owners or lease it. The HLTVC home must be owner -occupied at all times.
I understand that ifI leave my home to anyone, my heir will have to be an income qualified person as a [ insert Low Income or Moderate Income] households to reside in my home. This means that my spouse, my domestic partner, my children and other heirs will only be able to inherit and live in my home ifthey are a [ insert Low Income or Moderate Income] household and agree to the terms ofthe Lease. Ifthey do not income qualify or agree to the terms of the Lease, they will have to sell my home to another income qualified person.
As a HLTVC homeowner, it is my desire to see the terms ofthe Lease and related documents honored. I consider these terms fair to me and others.
I am entering into this Acknowledgement and the underlying Lease freely and voluntarily and with full and complete knowledge ofthe meaning and legal significance ofthe terms of each document. I have had the opportunity to discuss each provision ofthis CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Acknowledgement and the underlying Lease with independent legal counsel and the terms are fully understood and voluntarily accepted by me.
Sincerely,
CONDOMINIUM OWNER" CONDOMINIUM OWNER"
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 To:
Owner")
From:
EXHIBIT D
Form of Occupancy Certification
HOUSING LAND TRUST VENTURA COUNTY (" Land
Unit] (" Condominium Owner")
Address of Unit:
Date:
name of all owner( s) on title to
Unit")
By signature below, I [ insert name or names of Condominium Owner] hereby certify to the Land Owner under penalty ofperjury that I/we occupy the Unit at the above listed address as my/ our principal place of residence and that I/we have occupied the Unit for (_) [ insert number] months of the calendar year [ insert previous calendar year]. Attached to this letter is a copy of [ insert utility bill or driver' s license] showing my place of residence.
This Owner Occupancy Certification is signed on
perjury.
Due Date: February 1 of each calendar year.
20 , under penalty of
By:
Condominium Owner [ type name]
Condominium Owner [ type name]
Attach copy of utility bill or driver' s license showing address of Unit.
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT F.
Community Land Trust Ground Lease Rider
THIS COMMUNITY LAND TRUST GROUND LEASE RIDER ( the Fannie Mae Rider") is made this day of , 20_, and amends and supplements a certain ground lease ( the " Ground Lease") dated , 20 that is by and between HOUSING LAND TRUST VENTURA COUNTY, a California public benefit nonprofit corporation, as Land Owner (" the " Land Owner") and
as Condominium Owner (" the " Condominium
Owner"). This Fannie Mae Rider shall be deemed incorporated into the Ground Lease, and the Ground Lease as amended by this Fannie Mae Rider, shall hereafter be referred to as the " Lease," unless otherwise indicated.
The Ground Lease is a long- term lease of the Land Owner' s fee interest in the land located at , Thousand Oaks, California ( the " Leased Land"), as improved by a residential structure or unit ( the " Improvements"). The Leased Land and the Improvements are collectively referred to herein as the " Leased Premises." This Fannie Mae Rider amends the Ground Lease for the purpose of enabling the Condominium Owner to obtain Fannie Mae financing in the form of a mortgage or deed of trust given this day of , 20, by Condominium Owner to
the " Specified Mortgage"), and the interest of the Specified Mortgagee in the Leased Premises as secured by such mortgage or deed of trust ( the " Leasehold Estate"). The Specified Mortgage is recognized by Land Owner as a " Permitted Mortgage" ( or as such concept is otherwise defined) under the Ground Lease, and the holder of the Specified Mortgage ( the " Specified Mortgagee") is recognized as a " Permitted Mortgagee" ( or as such concept is otherwise defined) under the Ground Lease.
ADDITIONAL COVENANTS. Notwithstanding anything to the contrary contained in the Ground Lease, and in addition to the covenants and agreements made in the Ground Lease, the Land Owner and the Condominium Owner further covenant and agree, so long (but only so long) as the Specified Mortgagee, its successors and assigns shall have an interest in the Leased Premises, as a holder of the Specified Mortgage or as an owner of the Condominium Owner' s interest pursuant to any sale after or in lieu of foreclosure, the following provisions shall apply to the Ground Lease as modifications thereof:
A. No Assignment or Transfer. The making of the Specified Mortgage shall not be deemed to constitute an assignment or transfer of the Lease or Leasehold Estate so as to require the Specified Mortgagee to assume the performance of any of the Condominium Owner' s obligations under the Lease.
B. Status of the Fee Estate. The Land Owner represents and warrants that there is no existing mortgage on the fee estate, and so long as the Specified Mortgage shall remain on the CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Leased Premises, the Land Owner and the Condominium Owner shall not subordinate the Lease to any mortgage or lien that may hereafter be placed on the fee estate. Notwithstanding the foregoing, a state- or local -government entity (" Government Entity") may hold a prior recorded interest ( represented by recorded covenants, a mortgage or deed of trust, other lien) on the fee estate ifthe Government Entity has agreed that in the event it (including its successors and assigns) succeeds to the interest of the Land Owner under the Lease by any remedy available to the Government Entity by law or pursuant to its lien, the Government Entity shall recognize all the terms ofthe Lease and this Fannie Mae Rider as though the Government Entity were acting as the Land Owner. Such recognition must include, but is not limited to, the provisions ofthis Fannie Mae Rider whereby all provisions of the Lease regarding ( a) occupancy ofthe Leased Premises as a primary residence by the Condominium Owner, ( b) limitation on assignment of, or sublease under, the Lease, ( c) the price at which the Leasehold Estate may be transferred, and (d) the income of successive transferees, assignees or successors, shall, in the event of foreclosure or assignment in lieu of foreclosure of the Specified Mortgage, be of no further force or effect with respect to such Specified Mortgagee or its successive transferees, assignees or successors. Further, in such event of the Government Entity succeeding to the interests ofthe Land Owner, the Condominium Owner hereby agrees to recognize the Government Entity as exercising all rights and privileges of the Government Entity as Land Owner under the Lease and this Fannie Mae Rider.
Such agreement by the Government Entity may be evidenced by the agreement between the Government Entity and the Land Owner under which the Government Entity' s prior recorded interest is derived, or by use of a recognition agreement derived from a sample the Specified Mortgagee may obtain from Fannie Mae. Irrespective of any interest by a Government Entity, the Specified Mortgage shall constitute a first leasehold lien on the Leased Premises, and shall have priority over the Land Owner' s reversionary interest. Ifthe Land Owner conveys title to the Leased Land while the Specified Mortgage remains on the Leased Premises, the Lease shall remain in effect with the same priority thereto.
C. Termination, Forfeiture and Modification of Lease. There shall be no termination, forfeiture, or modification ofthe Lease, except as provided in this Fannie Mae Rider, without the prior written consent ofthe Specified Mortgagee. The Land Owner and Condominium Owner shall amend the Lease from time to time as reasonably requested by the Specified Mortgagee, as long as the requested changes do not change the periodic fee, charge or payment due the Land Owner for the rights accorded the Condominium Owner under the Lease ( the Ground Lease Fee"), and do not materially or adversely affect the rights of Land Owner or Condominium Owner or their respective interests in the Leased Premises. An adjustment of the Ground Lease Fee may be made by the Land Owner as provided in the Lease, without prior approval of the Specified Mortgagee, so long as written notice has been delivered to the Specified Mortgagee at least 60 days prior to the effective date of such adjustment with respect to adjustments other than those ( i) that were scheduled at the time the Specified Mortgage was given, and ( ii) reflecting routine, periodic updates to variable expenses such as property taxes and liability insurance premiums; provided, however, that the Specified Mortgagee shall have the right to arbitrate ( as provided herein) any dispute as to an adjustment ofthe Ground Lease Fee.
D. New Lease. In the event the Condominium Owner' s interest in the Lease has been CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 terminated, forfeited, or surrendered as provided in the Lease, and the Specified Mortgage remains outstanding, a new Lease shall automatically be created between the Land Owner and the Specified Mortgagee, which Lease shall be for the remainder ofthe term ofthe Lease, with the same priority thereto, and shall be subject to the same terms of the Lease as would be applicable pursuant to Section E. 1. below where the Specified Mortgagee had accelerated its note, foreclosed on the Specified Mortgage, taken an assignment in lieu of foreclosure, or exercised its other remedies for default.
E. Mortgage Default or Foreclosure. Subject to the following, upon the occurrence of an event of default under the Specified Mortgage (as determined by the Specified Mortgagee an " Event of Default"), and without the consent ofthe Land Owner, the Specified Mortgagee shall be permitted to accelerate its note, foreclose on the Specified Mortgage, take an assignment in lieu of foreclosure, or exercise its other remedies for default.
Further:
1. Upon the occurrence of an Event of Default under the Specified Mortgage, the Condominium Owner shall immediately notify the Land Owner of such Event of Default and shall submit to Land Owner copies of all notices the Condominium Owner received from the Specified Mortgagee relating thereto. The Specified Mortgagee and the Land Owner shall endeavor to communicate and cooperate in efforts to deal with the circumstances of the Event of Default and the actions the parties may take relating thereto; provided, however, the Specified Mortgagee shall have no obligation to give formal legal notice ofthe Event of Default to the Land Owner.
2. The Condominium Owner and the Specified Mortgagee agree that the Land Owner shall have the right, but not the obligation, to cure an Event of Default in the Condominium Owner' s name and on the Condominium Owner' s behalf. If such cure is not effective and continuing, nothing herein shall be construed to prevent or delay the Specified Mortgagee from its pursuit of foreclosure and any other available remedies. The Condominium Owner shall be responsible to the Land Owner for all payments made, and expenses incurred, by the Land Owner in curing such default.
3. Should the Land Owner not choose to cure an Event of Default as specified above, the Land Owner shall nevertheless have the option to purchase from the Specified Mortgagee its interest in the Leasehold Estate on the Leased Premises for the full amount owing to the Specified Mortgagee under the Specified Mortgage as ofthe date of closing ofthe purchase, upon written notice given by the Specified Mortgagee (the " Mortgagee Option Notice") not later than 60 days following acquisition of title to the Leasehold Estate by the Specified Mortgagee by foreclosure or by an assignment in lieu of foreclosure; provided, however, the Specified Mortgagee may give such written notice following the occurrence of an Event of Default under the Specified Mortgage and prior to the completion of foreclosure proceedings. Ifthe Land Owner elects to exercise such option to purchase, the Land Owner shall give written notice to the Specified Mortgagee of the Land Owner's intent to purchase the Leasehold Estate ( the " Land Owner Option Notice") within 45 days following the Specified Mortgagee' s giving of the Mortgagee Option Notice; provided, however, at the option of the Land Owner, in the event the CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Mortgagee Option Notice is given prior to the completion of foreclosure proceedings by the Specified Mortgagee, the Land Owner shall, within such 45- day period, be able to give a written notice to the Specified Mortgagee that it will delay giving the Land Owner Option Notice until a date that is not later than 30 days following written notice from the Specified Mortgagee of its acquisition of title to its interest in the Leasehold Estate on the Leased Premises.
The Land Owner shall complete the purchase ofthe Specified Mortgagee's interest in the Leasehold Estate within 60 days of giving the Land Owner Option Notice. If the Land Owner does not complete the purchase within the allotted 60 days, the Specified Mortgagee shall be free to sell its interest to another person or entity. Further, ifthe Land Owner does not complete the purchase within the allotted 60 days, the Land Owner agrees to pay to the Specified Mortgagee its costs of holding its interest in the Leasehold Estate from the date of the Land Owner Option Notice until the expiration of such 60- day period. If the Land Owner does not purchase the Specified Mortgagee' s interest in the Leasehold Estate as described herein, the Leasehold Estate may be transferred, mortgaged and sublet an unlimited number oftimes, and the Land Owner shall not require a credit review or impose other qualifying criteria on any such transferee, mortgagee or sublessee.
4. In the event of foreclosure or assignment in lieu of foreclosure, which results in the conveyance of the Leasehold Estate on the Leased Premises from the Condominium Owner, any adjustment ofthe Ground Lease Fee to reflect then current fair market rental value as provided in the Lease, shall be subject to the approval of the Specified Mortgagee. The Specified Mortgagee and the Land Owner shall attempt to resolve any dispute concerning such adjustment ofthe Ground Lease Fee, through the normal interaction ofthe parties, or through formal mediation as the case may warrant. Ifthe dispute remains unresolved, the Specified Mortgagee and the Land Owner shall submit the dispute as to the fair market rental value to binding arbitration.
5. In the event the Specified Mortgagee acquires title to the Leasehold Estate on the Leased Premises through foreclosure or assignment in lieu of foreclosure of the Specified Mortgage, all provisions of the Lease regarding ( a) occupancy of the Leased Premises as a primary residence by the Condominium Owner, ( b) any limitation on the assignment of, or sublease under, the Lease, ( c) any obligation to target certain populations in marketing the Leasehold Estate to potential transferees, (d) the price at which the Leasehold Estate on the Leased Premises may be transferred, and ( e) the income of successive transferees, and their successors and assigns, shall be of no further force or effect with respect to such Specified Mortgagee or its successive transferees, assignees or successors. The foregoing sentence shall not be construed to invalidate other Lease provisions regarding permitted use of the Leased Premises. Any transfer or assignment of the Leasehold Estate encumbered by the Specified Mortgage as provided for in this paragraph shall be deemed a permitted sale, transfer or assignment ofthe Lease and the Leasehold Estate. Further, in such event, the Leasehold Estate may be transferred, mortgaged and sublet an unlimited number of times, and the Land Owner shall not require a credit review or impose other qualifying criteria on any such transferee, mortgagee or sublessee.
F. Lease Default. There shall be no forfeiture or termination of the Lease except for i) the nonpayment of amounts due under the Lease, and ( ii) violation of one or more provisions of the Lease addressing the following: ( a) prohibition or restrictions on the sale or transfer of the CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Condominium Owner' s interest ( however, non -sale transfers resulting from marriage, divorce, death of a spouse, or a transfer otherwise permitted by applicable federal law, may not constitute a basis for default under the Lease, though the Land Owner may require such transferee to agree to assume the transferor' s obligations under the Lease), and ( b) requirement that the Condominium Owner occupy the Leased Premises as primary residence. Provided, however, such forfeiture or termination shall be subject to the Specified Mortgagee' s right to cure a monetary default, or otherwise foreclose or take an assignment of the Leasehold Estate in lieu of foreclosure with respect to the Condominium Owner's monetary or non -monetary default. Notwithstanding the foregoing, nothing herein shall be construed to require the Specified Mortgagee to cure any non - monetary default. Further, the Specified Mortgagee shall become subrogated to any and all rights ofthe Condominium Owner with respect to such curing of a default. Ifthe Condominium Owner' s default shall be cured as provided in the Lease, and the Specified Mortgagee shall discontinue its foreclosure or assignment in lieu offoreclosure proceedings, the Lease shall continue in full force and effect as ifthe Condominium Owner had not defaulted. A default by the Condominium Owner under the Lease shall constitute a default under the Specified Mortgage.
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 ofthe Lease as a result ofa 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 entitled to participate in the adjustment of the Ground Lease Fee as a result of a partial destruction or taking.
J. Force Maieure. 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 CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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 ofthe 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 ofrent thereunder without the consent ofthe Specified Mortgagee. Ifthe 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 ofthis Fannie Mae Rider and the terms and provisions ofthe Lease, the terms and provisions ofthis Fannie Mae Rider shall control.
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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)
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9
EXHIBIT F
FORM OF REQUEST FOR ADDED IMPROVEMENTS
To: Housing Land Trust Ventura County (" Land Owner")
From:
Unit Address:
Date:
Condominium Owner")
Unit")
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.
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Exhibit G
FORM OF REQUEST FOR PERMITTED MORTGAGE
To:
From:
Home Address:
Date:
Housing Land Trust Ventura County
Condominium Owner")
Unit")
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: [ drafting note: Land Trust guidelines to provide a policy on junior loans and equity lines of credit]
1. 2.
3. 9
5. Copy of a HUD - 1 Settlement Statement
Copy of new documents, including escrow instructions
Contact information for proposed new lender
Name:
Address:
Phone Number:
Email Address:
Contact Person:
Anticipated closing date of new loan:
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
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Name:
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
Un
LM
insert date].
Condominium Owner
Condominium Owner
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Exhibit H
FORM OF NOTICE OF INTENT TO SELL
To: Housing Land Trust Ventura County
From:
Address of Home:
Date:
name of owner( s)] (" Condominium Owner")
Unit")
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)
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 12
SALES PRICE CALCULATION METHODOLOGY
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CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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 " Affordable Purchase Price" which is the maximum sales price for each Unit as calculated pursuant to this methodology. The Project will include three levels of affordability: forty- nine ( 49) Low Income Units ( 80% AMI and below), nineteen ( 19) Moderate Income Units ( 120% AMI and below), and ten ( 10) LMIHAF Units.
The parameters for establishing a maximum initial sales price and a maximum resale price for all three affordability levels is depicted in the charts below:
INITIAL SALES
Ground
Unit Income Expense Initial Max Sales
Type Lease
Count Eligibility Ratio Price
Term
10 LMIHAF Unit* 99 yr 80% AMI 30% AMI methodology
49 Low Income Unit 99 yr 80% AMI 35% AMI methodology
Moderate Income
19 99 yr 120% AMI 40% AMI methodology
Unit
78 total
FUTURE RESALES
Ground
Unit Income
Type Lease Future Resale Price
Count Eligibility
Term
10 LMIHAF Unit* 99 yr 80% AMI Median income change
49 Low Income Unit 99 yr 80% AMI Median income change
Moderate Income
19 Unit 99 yr 120% AMI Median income change
78 total
For 45 years from recordation of the Release of Construction Covenants for each LMIHAF Unit, both initial and subsequent buyers of LMIHAF Units must meet occupancy assumptions as set forth in California Health and Safety Code Section 50052. 5( b)( 3) and the amount paid by each buyer of a LMIHAF Unit shall not exceed an " affordable housing cost" determined in accordance with provisions of California Health and Safety Code Section 50052. 5( b)( 3) and the corresponding regulations adopted by HCD, including, without limitation, California Code of Regulations, Title 25, Section 6920.
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Initial Maximum Sales Price
City, Owner/ Land Owner, and agents will employ the AMI methodology described herein to calculate the maximum initial sales price of Units in the Project. The maximum initial 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).
With respect to the 10 LMIHAF Units, the maximum initial sales price for each buyer of a LMIHAF Unit shall not exceed an " affordable housing cost" determined in accordance with provisions of California Health and Safety Code Section 50052. 5( b)( 3) and the corresponding regulations adopted by HCD, including, without limitation, California Code of Regulations, Title 25, Section 6920.
Future Resales Maximum Sales Price
Future resales of the Units 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 limits. With respect to the 10 LMIHAF Units, the amount paid by each buyer of a LMIHAF Unit shall not exceed an " affordable housing cost" determined in accordance with provisions of California Health and Safety Code Section 50052. 5( b)( 3) and the corresponding regulations adopted by HCD, including, without limitation, California Code of Regulations, Title 25, Section 6920. Health and Safety Code requirements for the 10 LMIHAF Units will be limited to 45 years from recordation of the Release of Construction Covenants for each LMIHAF Unit.
Future buyers must have gross household income certified within the price restricted income level of the Unit; either Low Income or Moderate Income.
Expense ratios
For the calculation of Initial Maximum Sales Prices for the Units, the monthly housing expenses are not to exceed:
1) 30% of 70% of AMI 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 rate most recently published by the Federal Home Loan Mortgage Corporation for 30- year fixed rate loans to be updated prior to the first Unit sale and at least annually after that for initial sales of the Units and prior to a resale of a Unit. 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. Estimated property taxes will be based on the then current property tax rate for the applicable Unit, to be updated prior to the first Unit sale and at least annually, and, as of March 2024, is 1. 07% of the sales price per year. 3) Fire and Liability Insurance: actual or estimated. Estimated fire and liability insurance will be based on the then average insurance rates for similar condominium units in Thousand Oaks, to be CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 updated prior to the first Unit sale and at least annually thereafter by Developer ( or its agent) for initial sales of each Unit and Land Owner ( or its agent) for subsequent sales of each Unit, and, as of March 2024, is 0. 3% of the sales price per year.
4) Homeowner Association ( HOA) 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 included. No maintenance costs will be used in the initial sales price as it is assumed no maintenance will be needed on the new Units.
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.
With respect to the LMIHAF Units and Housing Cost, to the extent of a conflict between Housing Cost as set forth in this Exhibit and " Housing Cost" as set forth in California Code of Regulations, Title 25, Section 6920, California Code of Regulations, Title 25, Section 6920 shall control.
Occupancy
The number of bedrooms in a Unit will determine the household size used in the calculation, except for 3 bedroom Units with a bonus room which will use an additional person in the household due to the size of the Unit:
1) One bedroom Units will use 2 Person Household AMI
2) Two bedroom Units will use 3 Person Household AMI
3) Three bedroom Units will use a 4 Person Household AMI 4) Three bedroom Units with a bonus room will use a 5 Person Household AMI 5) Four bedroom Units will use a 6 Person Household AMI remainder of page left intentionally blank]
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Examples
The following calculations for proposed initial maximum sales prices are based on March 2024 figures and are illustrative only and based on estimates for housing costs as of March 2024. Actual calculations will differ.
Initial Maximum Sales Price Calculation Methodology
a. LMIHAF Unit Initial Maximum Sales Price
LMIHAF Units
30% of 70% AMI
Interest Rate Assumption: 7%
Household Size ( occupancy)
Unit Size ( 1bd, 2bd)
100% AMI
70% of AMI
Housing Cost/ Mo ( 30%)
HOA & Lease Fees
Property Taxes ( 1. 07% of sales price/ 12
mos)
Insurance (. 3% of sales price/ 12 mos)
Utilities
Income Available for Mortgage Payment
Maximum Sales Price formula
2 3
1 2
98, 800 111, 150
69, 160 77, 805
1, 729 1, 945
150 150
182 206
52 59
219 261
1, 127 1, 270
PV( 7%, 30, mortgage payment* 12)/ 0. 8) 208, 731 235, 404 Maximum Sales Price 209, 000 236, 000
20% down payment from cash or subsidy 41, 800 47, 200
Mortgage Loan 167, 200 188, 800
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CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 b. Low -Income Unit Initial Maximum Sales Price
Low -Income Restricted Units:
35% of 75% AMI
Interest Rate Assumption: 7. 0%
HH# 3 4 5 6
of bdr 2 3 3+ bonus 4
100% AMI 111, 150 123, 500 133, 400 143, 250
75% of AM 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. 07 of sales price/ 12
mos) 313 350 379 408
Insurance (. 3% of sales price/ 12 mos) 88 98 106 115
Utilities
Mortgage Payment 1, 8381 2, 104 2, 283 2, 461
Maximum Sales Price formula
PV( 7% interest, 30, mortgage
payment* 12)/ 0. 8) 350, 062 391, 635 424, 932 458, 026 Maximum Sales Price 351, 000 392, 000 425, 000 458, 000 20% down payment from cash or subsidy 70, 200 78, 40 85, 000 91, 600 Mortgage Loan 280, 800 313, 600 340, 000 366, 400
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CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 c. Moderate Income Unit Initial Maximum Sales Price
Moderate Restricted Units:
40% of 115% AMI
Interest Rate Assumption: 7%
HH# 4
Unit Size ( 3bd, 4bd) 3
100% AM
115% of AM
Housing Cost/ Mo (40%)
HOA & Lease Fees
Property Taxes ( 1. 07% of sales price/ 12
mos)
Insurance (. 3% of sales price/ 12 mos)
Utilities
Mortgage Payment
Maximum Sales Price formula
PV( 7% i nterest, 30, mortgage
payment* 12)/ 0. 8)
Maximum Sales Price
20% down payment from cash or subsidy
Mortgage Loan
123, 500
142, 025
4, 734
150
628
176
3, 780
5 3+ bonus
133, 400
153, 410
5, 114
150
679
191
4, 094
6 4
143, 250
164, 738
5, 491
150
731
205
4, 405
703, 673 761, 986 $
704, 000 762, 000 $
140, 800 152, 400 $
563, 200 609, 600 $
remainder of page left intentionally blank]
819, 943
820, 000
164, 000
656, 000
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Maximum Resale Price Methodology
The resale price will be calculated by applying the percent change in AMI to the original 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
With respect to the 10 LMIHAF Units, the amount paid by each buyer of a LMIHAF Unit cannot exceed an " affordable housing cost" determined in accordance with provisions of California Health and Safety Code Section 50052. 5( b)( 3) and the corresponding regulations adopted by HCD, including, without limitation, California Code of Regulations, Title 25, Section 6920.
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 13
NOTICE OF AFFORDABILITY RESTRICTIONS ON
TRANSFER OF PROPERTY
behind this page]
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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: 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. Ifthe Condo Plan is not being recorded at Closing ( or is not previously recorded), then record Notice against fee title to entire Site. Ifthe 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"), CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 and PEOPLE' S SELF- HELP HOUSING CORPORATION, a California nonprofit public benefit corporation (" PSHH"), on the other hand, entered into as of March 1 % 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.
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 This Notice may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
To the extent permitted by then existing law, this Notice may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce ESIGN) Act and the California Uniform Electronic Transactions Act (UETA) and are produced using a City -approved method. The presence of an electronic signature on this document shall be construed as the parties' consent to do business electronically.
This Notice is recorded for the purpose of providing notice only and it in no way modifies the provisions of the Restrictions.
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CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 IN WITNESS WHEREOF, the City has executed this Notice as of the date first written above.
City:
CITY OF THOUSAND OAKS
0 Andrew P. Powers, City Manager
ATTEST:
0 Laura B. Maguire, City Clerk
APPROVED AS TO FORM:
Tracy M. Noonan, City Attorney
APPROVED AS TO FORM:
M
KANE, BALLMER & BERKMAN
Susan Apy, City Special Counsel
Signatures Continue On Following Page]
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9
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: LO
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Exhibit A
Legal Description
TO BE ADDED]
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 14
DEED OF TRUST
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CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9
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
APN: 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 ofTrust, 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");
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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 ofthe 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 CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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 ofthe 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) ofthe 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 March 19, 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 ofthe 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.
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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 ofthe 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 ofa 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 ofthis 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 commit or permit waste thereof; not to commit, suffer or permit any act upon the Property in CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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 ofthe Beneficiary.
9. To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers ofthe 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 ofthe services ofin-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 ofnotice 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 ofthe Beneficiary or the Trustee; may pay, purchase, contest, or compromise any encumbrance, charge, or lien which in the judgment ofeither 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 ofthe 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 ofthe 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 ofinterest 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 to foreclosure) record in the Office ofthe Recorder of Ventura County, a surety bond in the amount CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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 ofthe 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 ofthe 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 deed; ( 3) all sums expended under the terms hereof, not then repaid, with accrued interest at the CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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 ofthe 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 request from the Beneficiary, to furnish to the Beneficiary detailed statements in writing of all then CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 income, rents, profits, and operating expenses ofthe premises, and the names ofthe 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 ofthis 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 ofthe remaining and secured portion ofthe 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 ofthe unsecured portion ofthe 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 ofits 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 within which to cure the default prior to exercise of remedies by the Beneficiary.
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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. Ifthe 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. Ifthe 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 ofreceipt 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 ofdefault 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 ofthe 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 the right to approve plans and specifications for any major rebuilding. If the casualty or CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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 postjudgment action by the Beneficiary, including without limitation, efforts to enforce a judgment.
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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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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
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LEGAL DESCRIPTION
Real property in the City of Thousand Oaks, County of Ventura, State of California, described as follows:
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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 oftime, 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 ofits intent to enforce the rights ofthe Developer under the Architectural Agreements and of its rights to the Plans and Specifications and may initiate or participate in any legal proceedings respecting the enforcement of said rights. The CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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 ofits 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"
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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 ofthe 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 ofthe 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.
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CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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
By:
Name:
Its:
Date:
corporation
Citv' 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
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SCHEDULEI
SCHEDULE OF UNPAID CLAIMS
Architect)
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CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 ARCHITECT' S SCHEDULE OF UNPAID CLAIMS:
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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 ofthe 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 ofthe Developer' s interest in the Property, or, pursuant to its rights under the DDA, elects to undertake or cause the completion of construction ofthe Improvements on any portion ofthe 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 ifperformed for the benefit or account ofthe 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]
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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 ofThousand 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
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9
SCHEDULEI
SCHEDULE OF UNPAID CLAIMS
Engineer)
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CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9
PROPERTY DESCRIPTION
TO BE ADDED]
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 16
FORM OF RELEASE OF CONSTRUCTION COVENANTS
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CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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: [ drafting note: add Unit numbers and addresses] 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 ofthis day of , 202_, by the CITY OF THOUSAND OAKS, a municipal corporation of the State of California (" City"), in favor of Developer").
RECITALS
a California
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 19, 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" ( as defined in Section 415 ofthe DDA) of a phase ofthe Project (which shall consist ofthe common area and Units covered by one of the building permit( s) issued for 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 common area and Units upon written request therefor by Developer; and CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 WHEREAS, " completion" ( as defined in Section 415 ofthe DDA) of a phase ofthe Project (which consists ofthe common area and Units covered by one ofthe building permit( s) issued for the Project), as generally and specifically required by the DDA and in particular the Scope of Development has occurred and Developer has requested that the City issue this Release; and WHEREAS, the portion ofthe Site for which " completion" ( as defined in Section 415 ofthe DDA) has occurred and for which this Release is being issued is [ drafting note: describe portion and add Unit numbers], 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 " Property"); and
WHEREAS, the City now desires to issue this Release pursuant to the terms and conditions ofthe NOW THEREFORE, it is hereby acknowledged and certified by the City that:
1. Completion (as defined in Section 415 ofthe DDA) of the phase of the Project developed on the Property ( which consists of the common area and Units covered by one of the building permit( s) issued for the Project) 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 Property (including Units [ drafting note: add Unit numbers] will not ( because of such ownership, purchase, or acquisition) incur any obligation or liability under the DDA to initially construct the phase of the Project developed on the Property ( which consists of the common area and Units covered by one of the building permit( s) issued for the Project).
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.
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City:
CITY OF THOUSAND OAKS
Andrew P. Powers, City Manager
ATTEST:
Laura B. Maguire, City Clerk
APPROVED AS TO FORM:
Tracy M. Noonan, City Attorney
APPROVED AS TO FORM:
KANE, BALLMER & BERKMAN
Susan Apy, City Special Counsel
Signatures Continue On Following Page]
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 Exhibit A
Legal Description
TO BE ADDED]
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 EXHIBIT NO. 17
ASSIGNMENT AND ASSUMPTION AGREEMENT
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CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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"), and LLC, a California limited liability company (the " Developer"), with reference to the following facts:
RECITALS
A. The Assignor, Developer, and the City ofThousand Oaks (" City") entered into that certain Disposition and Development Agreement dated as of March 19, 2024 ( the " DDA"), pursuant to which the City agreed, pursuant to all of the terms and conditions of the DDA, 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"). All of the terms and provisions of the DDA are fully incorporated herein by this reference as though fully set forth herein. The " DDA" as used herein shall mean, refer to and include the DDA, as well as any riders, exhibits, addenda, implementation agreements, amendments and exhibits thereto or other documents expressly incorporated by reference in the DDA.
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 ofVentura 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 ofthe 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 ofProperty dated as of , and recorded on the fee interest ofthe Property in the Official Records on as document no. ( the " Notice of Affordability Restrictions"). The Grant Deed, the Agreement Containing Covenants, the Notice of Affordability Restrictions, and all other documents recorded or to be recorded as required by the DDA are referred to herein as the Related DDA Documents").
C. Also in connection with the DDA, the Assignor entered into that certain CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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 ofthe 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 ofthis Assignment.] 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) ofthe 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 ofwhich are hereby acknowledged, Assignor, Assignee and the Developer 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 Development 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 Development 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 Development Ground Lease, and the Memo of Ground Lease. Assignee hereby agrees to be subject to all conditions and restrictions applicable to Assignor in the DDA, the Related DDA Documents, and the Development Ground Lease.
Section 3. Representations. Assignor represents and warrants to Assignee that it has not previously assigned, pledged, hypothecated, or otherwise transferred any ofits rights under the DDA, the Related DDA Documents, the Development Ground Lease, or the Memo of Ground Lease. Assignor represents and warrants to the Developer that it has not previously assigned, pledged, hypothecated, or otherwise transferred any of its rights under the Development 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. Developer Consent. The Developer hereby consents to the assignment and assumption contemplated in this Agreement.
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 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.
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 Development 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 ofthis 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 ifthe 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. Signatures.
a) Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
b) Scanned Signatures. In the event that any signature is delivered by facsimile transmission or submitted electronically as a scanned image ( i.e. files with .pdf, .tiff or .jpeg extensions), such signature shall create a valid and binding obligation of the party executing ( or on whose behalf such signature is executed) with the same force and effect as if such facsimile or scanned signature page were an original thereof.
c) Digital/Electronic Signatures. This Agreement may be executed through the use of CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9 digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce ( ESIGN) Act and the California Uniform Electronic Transactions Act ( UETA) and are produced using a City -approved method. The presence of an electronic signature on this document shall be construed as the parties' consent to do business electronically.
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IN WITNESS WHEREOF, the parties have executed this Agreement as ofthe Effective 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:
DEVELOPER:
a California limited liability company
By:
Name:
Title:
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9
CITY CONSENT
The City hereby agrees that the assignment and assumption contemplated in this Agreement is permitted pursuant to the DDA and hereby 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 pursuant to and in accordance with the DDA.
ATTEST:
M.
Laura B. Maguire, City Clerk
APPROVED AS TO FORM:
M.
Tracy M. Noonan, City Attorney
APPROVED AS TO FORM:
M.
KANE, BALLMER & BERKMAN
Susan Apy, City Special Counsel
City:
CITY OF THOUSAND OAKS
12 Andrew P. Powers, City Manager
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9
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 190 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 0. SWARTOUT, ET UX., RECORDED MAY 11 1960 AS INSTRUMENT NO. 22044 IN BOOK 1869, PAGE 433 OF OFFICIAL RECORDS; THENCE
ALONG THE SOUTHWESTERLY LINE OF SAID LAND,
1ST: SOUTH 651 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 191 38' 30" EAST 65 FEET TO THE NORTHEASTERLY LINE OF SAID LOT 11;
THENCE ALONG SAID NORTHEASTERLY LINE,
3RD: SOUTH 610 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; CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 DocuSign Envelope ID: CDA3CA7B- 9328- 42F1- BFAF- 3AC6B7B674A9
THENCE ALONG THE BOUNDARY OF SAID LAND THE FOLLOWING THREE COURSES AND
THE PROLONGATION THEREOF,
4TH: SOUTH 381 20' 30" WEST 110 FEET TO AN ANGLE POINT; THENCE, 5TH: SOUTH 620 42' 30" WEST 98. 28 FEET; THENCE,
6TH: NORTH 670 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 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 610 39' 30" EAST ALONG THE NORTHEASTERLY LINE OF SAID LOT 160. 00 FEET; THENCE SOUTH 190 38' 30" WEST AND PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT 65. 00 FEET; THENCE NORTH 651 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.
CAO: 670- 80& 420- 78\ NJD\ Legal Files\ Hillcrest\ Disposition and Development Agreement Contract No. 13646- 2024 Contract No. 13646- 2024
Kenneth Trigueiro
CEO & President
People's
Self-Help
Housing
Pursuant to Section 609(c) of the DDA and with the authority granted in Section 708 of the DDA, I have determined that that despite PSHH's good faith efforts to obtain financing for the Project, PSHH has been unsuccessful in obtaining all financing for the project and grant the requested one (1)
�
year extension to the Closing date.
Andrew Powers
City Manager
l 060 Kendall Road, San Luis Obispo, CA 9340 l
Phone: (805) 781-3088 • Fax: (805) 544-1901
[email protected] • pshhc.org EOUAl IIOUSINO
OPPORTUNITY
A 6 Ne1ghboiWorks@
CHARTERED MEMBER
Contract No. 13646-2024 CDD: 420-78/nk/H:COMMON/City Council/CC Agenda Items/2026/10132026/Amended 78-Unit For-Sale Affordable Housing Project – 384 Erbes Rd. Attach 7 Disposition & Development Agreement.pdf