Attachment E
New Lien Agreement for Phase 2
Recording Requested By:
The City of Victorville
When Recorded Please Return to:
City of Victorville
14343 Civic Drive
P O Box 5001
Victorville, CA 92393-5001
SPACE ABOVE FOR RECORDER’S USE
RECORDING OF THIS DOCUMENT IS FEE-EXEMPT
GOVERNMENT CODE SECTIONS 6103, 27383, AND 27388.1(2)(D) APN Nos. 0455-951-01 through 53, 0455-951-54 through 58, 0455-065-01 through 09, 0455-065-10 through 57, 0455- 065-58 through 61, 0455-043-12 through 22, 0455-079-01 through 03, 0455-079-04 through 17, 0455-079-18 through 35, 0455-951-62 through 75, and 0455-085-01 through 46
LIEN AGREEMENT
As Subdivision Improvement Security for Phase 2 Improvements Master Tract Map No. 17110 Constituent Tract Map Nos. 17113,17115, and 17116 (ESUB18-00024, ESUB18-00031, AND ESUB18-00026)
THIS Lien Agreement is entered into this day of
20 , by and among the City of Victorville, a California municipal corporation and charter city, hereinafter called “CITY”; (“Walton California”) acting in its own capacity as an owner of the Property, and as manager, oper ator, or agent, as applicable, for and on behalf of various individual owners of undi vided interests in the Property (the “ UDI Owners”); and WUSF 4 WEST CREEK, LLC, A CALIFORNIA LIMI TED LIABILITY COMPANY (“WUSF 4”). Walton California, acting in it s own capacity and as manager, operator, or agent, as applicable, for and on behalf of the UDI Owners, and WUSF 4 are collectively hereinafter called “ OWNER”. CITY and OWNER are at times collectively referred to hereinafter as the “PARTIES,” and individually as a “PARTY”.
RECITALS
A. OWNER is the current record fee owner of that certain real property situated in the West Creek Specific Plan area of the City of Victorville, County of San Bernardino, State of California, encompassed by final recorded Tract Map Nos. 17113, 17115, and 17116 (the “Phase 2 Tracts”), which are more particularly described in Exhibit A, attached hereto (hereinafter the “Property”).
B. This Lien Agreement is entered into pursuant to t he authority provided by the California Subdivision Map Act, Gov. Code §66410 et seq ., (the “Map Act”); the ordinances and regulations of the CITY relating to the filing, approval, and recordation of subdivision maps, includ ing without limitati on, Title 17 and the applicable provisions of Title 16 of the Victorville Municipal Code (the “VMC”); and the West Creek Specific Plan (collectively hereinafter the “Subdivision Laws”).
Phase 2 Lien Agreement
C. As set forth in that certain Subdivision Improvement Agreement (“ SIA”) dated _____________________________________, for Master Tract Map No. 17110 (the “Tract 17110 SIA”), OWNER is required to enter into this Lien Agreement to establish a lien in favor of the City on t he real property described in Exhibit A to secure the OWNER’s obligation to c onstruct/install the public improvements required by the Subdivision Laws and the Conditions of Approval (as defined in the Tract 17110 SIA) for final Tract Map Nos. 17113, 17115, and 17116 (hereinafter collectively the “Phase 2 Improvements”).
D. Map Act Section 66499(a)(4) empowers the CITY to adopt an ordinance to allow the use of lien agreements to secure SI As, based upon the CITY finding that it would not be in the public inte rest to require the installation of the required public improvements sooner than two (2) years after the recordation of the map.
E. Pursuant to VMC Section 17.64.065(c), CITY is authorized to accept a lien agreement recorded against a property to be subdivided as security for a SIA entered into to obtain approval of a final subdivision map, subject to the conditions, requirements, and restrictions contained in VMC Section 17.64.065 and when the City Council finds it would not be in the public interest to require the installation of the improvements required by such map sooner t han two (2) years after recordation thereof.
F. As with the Original SIA and the Orig inal Lien Agreement, as those terms are defined in the Tract 17110 SIA, with respect to the Phase 2 Tracts, the City Council finds and determines that it would not be in the public interest to require the installation of the Phase 2 Improvements required by the Tact 17110 SIA sooner than two (2) years after the recordation of the final maps for the Phase 2 Tracts.
G. OWNER warrants and represent s that OWNER has fee title interest to all of the individual lots in the Property, as identified on the final maps for the Phase 2 Tracts, and has not sold any of the individual lots on the Property as divided and identified on said maps.
H. OWNER has not commenced installati on or construction of the Phase 2 Improvements required by the Trac t 17110 SIA, has not been issued any construction permits, including without limit ation, grading, or building permits for any of Phase 2 Improvements work cove red by the Tract 17110 SIA, and any permits that may have been issued for prior improvement work associated with the Original SIA have expired.
I. OWNER has provided a title insurance pol icy and current title report from a title company approved by the CITY and iss ued within the 45 days prior to the execution of this Lien Agreement docum enting that the OWNER is the record owner of the Property, and the Property is not subject to any mortgages, deeds of trust, or liens (with the e xception of the lien created in favor of the City by the recording of the Original Lien Agreement, which lien is to be released by the City Phase 2 Lien Agreement
as set forth in Section II.A hereof and the provisions of the Tract 17110 SIA being executed concurrently herewith).
J. OWNER represents and CITY has confi rmed that OWNER has paid all outstanding fees pursuant to Chapter 17.12 of the VMC and has a deposit-based fee account in good standing with the CITY.
NOW, THEREFORE, incorporating the above recitals, and for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the PARTIES hereto mutually agree as follows:
I. OWNER’s Performance and Obligations
A. OWNER hereby grants to CITY, in a ccordance with the terms and conditions of this Lien Agreement, a lien upon the Property described in the attached Exhibit A, as security for the following obligations of OWNER:
(1) Construction of the Phase 2 Improv ements as defined and specified in the Tract 17110 SIA being executed conc urrently herewith by OWNER pursuant to VMC Sections 17. 64.050 and/or 16-4.08.060, the total estimated costs of which equal FOURTEEN MILLION THREE HUNDRED TEN THOUSAND ONE HUNDRED NINETY-ONE AND 98/100 DOLLARS
($ 14,310,191.98) as specified in the approved Engineer’s Cost Estimate, a summary of which is attached hereto as Exhibit B. The full Engineer’s Cost Estimate documentation is on file with the office of the City Engineer of the City of Victorville (the "City Engineer"). Notwithstanding the total estimated costs of the Phase 2 Improvements specified in Exhibit B, OWNER acknowledges and agrees that its obligation under this Lien Agreement and the Tract 17110 SIA shall ext end to the actual cost of construction of the Phase 2 Improvements required by Tract 17110 SIA and the conditions of approval referenced therei n, notwithstanding that such costs may exceed the estimate set forth in said Exhibit B.
(2) Payment of the balance of any fees , including fees for improvements or services described in VMC Title 17 (collectively, “ Fees”), in the amount required in accordance with the VMC.
(3) Submission to CITY’s Development Department for review and approval the various improvements plans associated with the Phase 2 Improvements as specified in Exhibit D of the Tract 17110 SIA
B. While the Property remains subj ect to this Lien Agreement, OWNER shall not:
(1) request issuance by the Department of Real Estate of the Final Subdivision Public Report for the Property;
Phase 2 Lien Agreement
(2) transfer, sell, or permit the transfer or sale of any lot shown on any the Phase 2 Tracts, except as specified in the provisions of Section III.B, hereof; or
(3) commence work on any of the Phas e 2 Improvements except as necessary to correct or prevent threats to the public health, safety or general welfare and with the prior written consent or order of the CITY.
C. At the time OWNER executes this Li en Agreement, OWNER sh all post with the CITY a cash deposit in the amount of Twelve Thousand Dollars ($12,000) per tract map previously recorded (in this case , final Tract Map No s. 17113, 17115, and 17116 ), for the purpose of reverting the Property to acreage if OWNER breaches or is in default of the terms of this Lien Agreement, an d to be used by CITY to reimburse CITY for any costs which CITY may incur in processing such reversion to acreage map initiated pursuant to this Lien Agreement as required for properties where none of the Phase 2 Improvements have been constructed. If there are no outstanding fees, any unused portion of such deposit shall be refunded to OWNER following completion of such reversion.
D. Reserved.
E. Prior to obtaining any construction permi ts, including but not limited to grading, construction, excavation, or water permits , or commencing the installation and/or construction of any portion of the Phase 2 Improvements set forth in the Tract 17110 SIA, OWNER shall:
(1) substitute corporate surety bonds satisf actory to CITY in place of this Lien Agreement, in the amounts and for t he purposes set forth in Section 10(b)(3) of the Tract 17110 SIA, except that the amounts shall be calculated using the estimated cost to complete the Phase 2 Improvements at the time of said substitution, as ascertained by the City Engineer; and (2) deposit fees for inspections, te sts and other related purposes.
F. OWNER shall substitute corporate surety bonds acceptable to the City in place of this Lien Agreement within six (6) years (ten (10) years in the event of an extension granted under VMC Section 17.64.065(h)) of the date that the last of the three final maps in the Phase 2 Tracts was recorded in the San Bernardino County Recorder’s Office and commence construction of the Phase 2 Improvements as set forth in Section 4 of the Tract 17110 SIA. In no event shall the total amount of time a lien agreement (includi ng the time period cover ed by the Original Lien Agreement associated with these tracts) is used as security for the Property exceed ten (10) years.
G. Once this Lien Agreement has been r eplaced with corporate surety bonds as specified in Section 10(b)(3) of the Tract 17110 SIA and approved by the City Council, substitution of a new lien agreement for said bonds shall not be permitted.
Phase 2 Lien Agreement
H. OWNER agrees to appear in and def end any action or pr oceeding purporting to affect the City’s lien upon t he Property or the rights or powers of the City with respect to the Property; and also, if at any time the City is a party to or appears in any such action or proceeding, or in any action or proceeding to enforce any obligation hereby secured, to pay all co sts and expenses paid or incurred by the City in connection therewith, including, but not limited to, cost of evidence of title and reasonable attorneys’ fees. OWNER furt her agrees that upon entry of any judgment, all such costs, expenses, and fees shall be taxed as costs and included in any judgment rendered.
I. OWNER agrees to indemnify , and hold harmless, the CITY, its officers, employees and agents from any liability whatsoever based or asserted upon any act or omission of OWNER, its officers, employees and agents relating to or in any way connected with the obligations arising under this Lien Ag reement. As part of the foregoing indemnity, OWNER agrees to protect and defend at its own expense, including attorneys’ fees, the CITY, its officers, employees, and agents in any legal action based upon such alleged acts or omissions.
J. OWNER agrees to pay when due any and all taxes and assessments affecting the Property, and all encumbrances, charges and liens, with interest, on the Property or any part thereof, which appear to be prior or superior to the lien created by this Lien Agreement.
K. OWNER agrees at its sole cost and expense, to main tain and keep the Property in good condition and repair, including but not limited to maintaining storm water facilities, erosion control and fire prevention maintenance activities on the Property; to comply with all laws, ordi nances, regulations, covenants, conditions and restrictions affecting the Property; not to commit or permit any waste thereof or any act upon the Property in violation of t he law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts whic h from the character or use of the Property may be reasonably necessary, th e specific enumerat ions herein not excluding the general.
L. OWNER agrees that the choice of rem edy or remedies for OWNER’s default or breach of this Lien Agreement shall be in the sole discretion of the CITY.
II. City’s Performance and Obligations
A. Following: (1) the posting of bonds in favor of the City in accordance with the requirements of Section 10(a)(1) of the Tract 17110 SIA; (2) the execution by all required Parties of the Tract 17110 SIA an d this Lien Agreement; (3) recordation by the City of the Tract 17110 SIA in the County Recorder’s Office; (4) recordation by the City of this Lien Agreement with the County Recorder’s Office against the Phase 2 Tracts only; and (5) the full exec ution and recording by the City of the separate SIA and lien agreement between CITY and Original Subdivider (as defined in the Tract 17110 SIA) for master Tract Map 17308, as referenced in the Phase 2 Lien Agreement
Recitals of the Tract 17110 SIA, CITY will release the lien created by the recording of the Original Lien Agreement.
B. Upon delivery by OWNER and acceptance by the City Council of bonds in place of this Lien Agreement (as specified in Section 10(b)(3) of t he Tract 17110 SIA), and upon OWNER’s request, the CITY sha ll release the Property from the provisions of this Lien Agreement and shall execute an y necessary release in a form as required by law to enable the OWNE R to clear the record of title of the Property so release of the lien created by this Lien Agreement is achieved.
C. Upon delivery by OWNER and acceptance by the City Council of bonds in place of this Lien Agreement (as specified in Section 10(b)(3) of th e Tract 17110 SIA), and upon OWNER’s request, the CITY shall release all remaining amounts of deposits paid pursuant to Section I.C hereof.
D. Notwithstanding the provis ions of Section II.B above, any release of this Lien Agreement shall also be contingent upon CITY's satisfaction that the requirements of Section I.B have been complied with.
E. In the event of a sale/transfer by OW NER of the entire Property encumbered this Lien Agreement that is in full compliance with the provisions of Section III.B hereof, and upon OWNER’s request, the CITY sha ll release the Property from the provisions of this Lien Agreement and shall execute an y necessary release in a form as required by law to enable the OWNER or its duly authorized transferee to clear the record of title of the Property so release of the lien herein is achieved.
F. In no instance shall this Lien Agreement compel the City to construct the Phase 2 Improvements.
III. Effect of Lien Agreement
A. This Lien Agreement creates and constitute s a secured obligation in the form of a lien against the Property for the purposes of securing OWNER’s performance associated with the Phase 2 Improvem ents under the Tract 17110 SIA and this Lien Agreement. From the date of recordation of this Lien Agreement, a lien shall attach to the entire Property which shall hav e the priority of a judgment lien in an amount necessary to discharge all obligations relating to the Phase 2 Improvements contained in the Tract 17110 SIA and this Lien Agreement, and the payment of any Fees. The CITY shall under no circumstances be obligated to subordinate the lien, but may do so in its sole and absolute discretion in a manner provided by law.
B. Pursuant to Section 22 of the Trac t 17110 SIA and VMC Section 17.64.065(m), fee title to the entire Proper ty encumbered by this Lien Agreement may only be sold by OWNER as a whole to D. R. Horton to ensure that the public improvements required by the preceding underlying maps can be appropriately completed as contemplated by the Tract 17110 SIA. Any other proposed sale or transfer of the Phase 2 Lien Agreement
Property subject to this Lien Agreement shall likewise only be made as a whole to a single purchaser and shall further require that OWNER first obtain the written consent of the City at least sixty (60) days in advance of any such proposed sale, and any such sale shall further be subject to the following requirements and any provisions in the Tract 17110 SIA relating to sale or transfer of the Property:
(1) Prior to assuming title to the Prop erty, any such proposed single purchaser must either:
a. Execute a new or replacement SIA in a form acceptable to CITY to assume the obligations of OWNE R with respect to the Property encumbered by this Lien Agreement and deliver acceptable replacement security to the CITY (as set forth in VMC Section
17.64.065(g)) as a condition to development of the Property conveyed; or
b. Execute a new or replacement SIA in a form acceptable to CITY to assume the obligations of OWNE R with respect to the Property encumbered by this Lien Agr eement and execute a new lien agreement in a form acceptable to t he CITY as security to replace this Lien Agreement, which will encumber the Property to be conveyed. The foregoing sent ence notwithstanding, no new lien agreement may be used as security if the ten-year lim it for which a lien agreement may be used as secu rity for the Property has been reached, or if replacement security has already been provided as set forth in Section I.G of this Lien Agreement.
Any proposed purchaser shall also comply with all other applicable provisions of VMC Chapter 17.64, including without limitation, the provisions of Section 17.64.065.
(2) OWNER may proceed with selling a ll lots designated on any of the individual Phase 2 Tracts only afte r: (i) the required improvements associated with the preceding underlying maps have been completed; or (ii) acceptable replacement security for the improvements required by the preceding underlying maps, in the ty pes and amounts specified in VMC Sections 17.64.060(a) and (b) and approved by the City Council, has been furnished to CITY by OWNER, which CI TY shall be entitled to retain until such time as the required improvem ents associated with the preceding underlying maps have been completed. Any such sales shall further require execution of new or replacement SIAs by the purchasers in a form acceptable to CITY to assume the obligations of OWNER and the delivery of any additional securities deemed nece ssary by CITY to ensure proper completion of the Phase 2 Improvements.
C. Notwithstanding any provisi ons of VMC Title 17 or Title 16 to the contrary, so long as this Lien Agreement is utilized for security as described herein, the CITY is not Phase 2 Lien Agreement
obligated to accept offers of dedication fo r street or drainage purposes on the Property.
IV. Events of Default; Breach
A. Upon the occurrence of any one of the following events, OWNER shall be deemed in default hereunder if OWNER fails to cure such occurrence within thirty (30) days after receipt of written notic e of default from the CITY; provided, however, that if such event is of such a nat ure that it cannot be cured wit hin such thirty (30) day period, then OWNER shall not be in default if it comm ences a cure in good faith within such thirty (30) day period and thereafter diligently prosecutes the cure to completion:
(1) Commencement of any work on the P hase 2 Improvements by OWNER, its agents, or employees, prior to substitu tion of acceptable security with the CITY in place of this Lien Agreement, except as specifically authorized by CITY with prior authorizati on in writing or by order to correct or prevent threats to the public health, safety, or general welfare; (2) Filing of any proceedings or action by or against OWNER to declare OWNER bankrupt or to appoint a receiv er or trustee for OWNER or to reorganize OWNER or to make an assignment for the benefit of creditors or to do anything else of a similar nature or purpose under any state or federal bankruptcy or insolvency laws, if such proceedings or actions are not discharged within sixty (60) days;
(3) Levy of any attachment or writ of execution against OWNER and the Property whereby the Property is tak en or occupied or attempted to be taken or occupied by someone other than OWNER and such attachment or execution is not released within sixty (60) days;
(4) Sale of any individual lot or Trac t which is part of the Property prior to release of the lien created by this Lien Agreement, except in compliance with the provisions of Sections I.B and III.B of this Lien Agreement; (5) Request by OWNER of issuance by t he Department of Real Estate of the Final Subdivision Public Report for the Property;
(6) Allowing the Property to be mainta ined in manner that falls below the required maintenance satisfactory to the CITY or as required by Section I.K hereof;
(7) The attachment of any other li en or judgment lien upon the Property; (8) Breach by OWNER of any other term or condition of this Lien Agreement, or of the Tract 17110 SIA, or OWNER’s failure to fully and faithfully discharge its obligations hereunder within the time specified herein.
Phase 2 Lien Agreement
V. CITY’s Remedies.
A. Upon the occurrence of any of the ev ents described in Sect ion IV, above, CITY may declare a breach of this Lien Agreement if OWNER fails to cure or to diligently prosecute the cure to completion, and the CITY, at CITY’s option, may exercise any one or more of the following remedies:
(1) Pursue any or all of the remedies provided in the Tract 17110 SIA and all remedies available to it by law;
(2) Enforce this lien by appropriate action in court or as provided by law and in the event the enforcement is by action in court, the OWNER agrees that the amount of said lien shall include reasonable attorneys’ fees which shall be taxed as a cost in any suit for such enforcement;
(3) Estimate the cost of the work required to complete the Phase 2 Improvements, and all Fees, and foreclose said lien in said amount; (4) Rescind the approval of any and a ll entitlements, permits or licenses associated with the Property;
(5) Initiate proceedings for re version of the Property to acreage, at the expense of OWNER, in accordance with the provisions of the Map Act and Chapter
17.92 of the VMC;
(6) Pursue any other remedy, legal or equita ble, for the foreclosure of a lien.
OWNER, its heirs, successors, and assigns, shall pay reasonable attorneys’ fees to be taxed as a cost in said proceedings.
B. The failure of the CITY to take an enf orcement action with respect to a default, or to declare a default or breach, shall not constitute a waiver of that default or breach, or any subsequent default or breach of OWNER.
VI. General Provisions.
A. Recordation. This Lien Agreement shall be recorded by the City, concurrently with the Tract 17110 SIA, in the office of the County Recorder of San Bernardino County immediately following execution hereof and shall be indexed by the names of all record title owners of the Property as s pecified on the on the maps for the Phase 2 Tracts.
B. Contingency. This Lien Agreement shall not take effect until it has been approved by the City Council of the CITY and has been recorded against the Property.
C. Final Integrated Agreement. This Lien Agreement, together with all exhibits, the Tract 17100 SIA, and the Phase 2 Maps expressly referred to herein, is intended Phase 2 Lien Agreement
to be the final expression of understandi ng between the Parties and supersedes any and all prior restrictions, promises, representations, warranties, agreements, understandings and undertakings between the PARTIES with respect to the within subject matter. No other st atement or representation, written or oral, express or implied, has been received or relied upon en tering into this Lien Agreement. All prior discussions, statements and negotiati ons shall be deemed merged into this Lien Agreement and the SIA which it secures.
D. Further Assurances. The PARTIES agree to perform such further acts and to execute and deliver such additional doc uments and instrume nts as may be reasonably required in order to carry out the provisions of this Lien Agreement and the intentions of the PARTIES.
E. Governing Law. This Lien Agreement s hall be governed, interpreted, construed, and enforced in accordance with the laws of the State of California. The PARTIES agree that all actions or proceedings arising in connection with this Lien Agreement shall be tried and litig ated only in the state courts located in the County of San Bernardino, State of Californ ia, or federal courts locat ed in the Central District of California.
F. Headings. The captions and Section headings used in this Lien Agreement are inserted for convenience of reference only and are not intended to define, limit or affect the construction or interpretation of any term or provision hereof.
G. Modification, Waiver and Amendment. No breach of this Lien Agreement or of any provision herein may be waived except by an express written waiver executed by the PARTY waiving such breach. Waiver of any one breach shall not be deemed a waiver of any other breac h or provision of this Lien Agreement. This Lien Agreement may be amended, al tered, modified, or ot herwise changed only by a writing duly executed by the PARTIES hereto or their authorized representatives.
No modification, waiver, amendment, or discharge of this Lien Agreement shall be valid unless the same is in writing and signed by all PARTIES.
H. No Other Inducement. The making, execution and delivery of this Lien Agreement by the PARTIES hereto has been induced by no representations, statements, warranties or agreements other than those expressed herein.
I. Severability. If any term, provision, covenant or condition of this Lien Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Lien Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Lien Agreement shall be valid and enforceable to the fullest extent permitted by law.
J. Binding Upon Heirs, Successors and Assigns. The lien created by this Lien Agreement shall run with the Property and the terms, conditions, and requirements set forth herein shall be binding upon the hei rs, successors and assigns of the Property until satisfied in full.
Phase 2 Lien Agreement
K. Attorney Fees. In the event any action at law or in equity is brought to enforce the terms of this Lien Agreement, the prevailing PARTY shall be entitled to litigation costs and reasonable attorney fees.
L. OWNER not Agent of CI TY. Neither OWNER nor any of OWNER’s officers, directors, agents, employees, contractors, or successors in interest are or shall be considered to be agents of the CITY in connection with the performance of any of the OWNER’s obligations under this Lien Agreement.
M. Notice. All notices required by or provided under this Lien Agreement shall be in writing and delivered in person or sent by certified or registered mail, postage prepaid and addressed as provided in this Se ction. Notice shall be effective on the date it is delivered in person, or, if mailed, on the date of deposit in the United States Mail.
Notice to CITY: City of Victorville
Attention: City Engineer
14343 Civic Drive
Victorville, CA 92392
Notice to OWNER: Walton California, LLC
a California limited liability company,
8800 N. Gainey Center Dr., Suite 345
Scottsdale, AZ 85258
Attn: Legal Department
a n d
WUSF 4 West Creek, LLC
a California limited liability company
8800 N. Gainey Center Dr., Suite 345
Scottsdale, AZ 85258
Attn: Legal Department
With Copy to: Andre de Bortnowsky, City Attorney
Green de Bortnowsky, LLP
30077 Agoura Court, Suite 210
Agoura Hills, CA 91301
N. Counterparts. This Lien Agreement ma y be executed in counterparts, each of which shall be deemed as original but a ll of which shall constitute one and the same instrument.
O. Authority. Each pers on signing this Lien Agreement warrants that s/he is duly authorized to execute this Lien Agreement on behalf of and bind the PARTY each purports to represent.
Phase 2 Lien Agreement
P. Incorporation of Exhibits. The followi ng exhibits are attached to this Lien Agreement and incorporated herein by this reference:
Exhibit A: Legal Description of Property
Exhibit B: Engineer’s Cost Estimate Summary
[END OF PAGE – SIGNATURE PAGES FOLLOW]
Phase 2 Lien Agreement
IN WITNESS WHEREOF, the PARTIES hereto have executed this Lien Agreement.
OWNER: CITY:
WALTON CALIFORNIA, LLC, CITY OF VICTORVILLE
a California limited liability company, on behalf
of itself and on behalf of the UDI Owners in its capacity as manager, operator or agent,
as applicable
By: Walton International Group, Inc.,
a Nevada Corporation
Its: Manager
Sa
Name
Date
WUSF 4 WEST CREEK, LLC,
a California limited liability company
By: Walton u.s. Land Fund 4, LP, a Delaware
limited partnership
Its: Manager
By: WUSF 4 GP, LLC, a Delaware limited
liability company
Its: General Partner
By: Walton Land Management (USA), Inc.,
a Delaware corporation
Its: Manager
Date
(Proper Notarization of Owner's Signatures is
required and must be attached)
B7:
Elizabeth Becerra, Mayor
Date:
(Notarization of Mayor's Signature is
required and shall be attached)
ATTEST:
BY:
Jennfier Thompson, City Clerk
APPROVED AS TO FORM:
Andre de Bortnowsky, City Attorney
APPROVED:
City of Victorville Risk Manager
Sandra Bostick
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to whicli tliis certificate is attached and not t}ie truthfulness, accuracy, or validity of tliat document.
STATE OF !J@V2xxk
COUNTY OF
On aril'ql4 , before me, 6oc A , Notary Public,
personallyappeared AsrAY Ylm,tA whoprovedtomeonthebasisof satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instniment 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.
IcertifyunderpenaltyofperjuryunderthelawsoftheStateof 4szu4k is tnie and correct.
that the foregoing paragraph
WITNESS my liand and official seal.
(Seal)
HECTOR MEZA
Notary PublicSlale olAtlzona
MARICOPA COLJNTY
$ Commission # 668738
Expires July 06, 2028
11025051 61lllAMERlCAS
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to w}iic}i tJiis certificate is attached and not tlie truthfulness, accuracy, or validity of tliat document.
STATEOF %sk
COUNTYOF MkiqA
ongfa-azJ"ffl ,beforeme,ffiMe2A ,NotaryPublic,
personally appeared A?J144DNY fA% €A5 who provedto me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instniment 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 instiument.
is tnie and conect.
WITNESS my hand and official seal.
(Seal)
HECTOR MEZA
Noiary Public-Stale ofAtizona
l:Sl l:.l )E) MARICOPA COUNTY
Commission # 668738
Expires July 06, 2028
ll 02505161lllAMERICAS
Phase 2 Lien Agreement
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
Tract 17113
IN THE CITY OF VICTORVILLE, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, BEING A SUBDIVISION OF LOT 7 OF TRACT MAP NO. 17110 RECORDED IN THE BOOK 330 OF MAPS, PAGES 83 THROUGH 93, RECORDS OF SAID COUNTY, WITHIN THE WEST ½ OF THE SOUTHEAST ¼ OF SECTION 11, TOWNSHIP 5 NORTH, RANGE 5 WEST, S.B.M.
APN(s): 0455-951-01 through 53 (Lots 1-53)
APN(s): 0455-951-54 through 58 (Lots A-E)
Tract 17115
IN THE CITY OF VICTORVILLE, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, BEING A SUBDIVISION OF LOT 8, LOT 9, AND LOT 10 OF TRACT MAP NO. 17110 RECORDED IN BOOK 330 OF MAPS, PAGES 83 THROUGH 93, RECORDS OF SAID COUNTY, WITHIN THE SOUTHEAST ¼ OF SECTION 11, TOWNSHIP 5 NORTH, RANGE 5 WEST, S.B.M.
APN(s): 0455-065-01 through 09 (Lots 1-9)
APN(s): 0455-065-10 through 57 (Lots 20-67)
APN(s): 0455-065-58 through 61 (Lots A-D)
APN(s): 0455-043-12 through 22 (Lots 10-19 & Lot “E”)
Tract 17116
IN THE CITY OF VICTORVILLE, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, BEING A SUBDIVISION OF LOT 11 OF TRACT MAP NO. 17110 RECORDED IN BOOK 330 OF MAPS, PAGES 83 THROUGH 93, RECORDS OF SAID COUNTY, WITHIN THE SOUTHEAST ¼ OF SECTION 11, TOWNSHIP 5 NORTH, RANGE 5 WEST, S.B.M.
APN(s): 0455-079-01 through 03 (Lots 1-3)
APN(s): 0455-079-04 through 17 (Lots 42-55)
APN(s): 0455-079-18 through 34 (Lots 77-93)
APN(s): 0455-079-35 (Lot “A”)
APN(s): 0455-951-62 through 75 (Lots 28-41)
APN(s): 0455-085-01 through 24 (Lots 4-27)
APN(s): 0455-085-25 through 45 (Lots 56-76)
APN(s): 0455-085-46 (Lot “B”)
EXHIBIT B
ENGINEER’S COST ESTIMATE SUMMARY
Phase 1 Phase 2 Phase 3
Tract No. Amount Tract No. Amount Tract No. Amount
17110 $15,130,790 17113 $3,142,559 17308 $3,656,113
17111 $5,955,780 17115 $3,388,797 17309 $2,834,639
17112 $2,988,707 17116 $4,907,427 17310 $4,430,739
17114 $3,279,920 Bridge 2 $163,193 17311 $5,042,551
17986 $590,244 Greenbelt Trail
& Access Trails $2,050,190 Park D $396,368
Bridge 1 $231,179 SCE Corridor $658,026
Park A $159,291
Park B & C $2,128,401
Total
Total FP Bond for Phase 1 $30,464,311.65 Phase 2 FP $14,310,191.98 Phase 3 FP $16,360,408.82 $61,134,912.45 Total L&M Bond for Phase 1 $15,232,155.83 Phase 2 L&M $7,155,095.99 Phase 3 L&M $8,180,204.41