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Home My WebLink AboutCA Contempo Marin Rent Increase PetitionSAN RAFAE L ► THE CITY WITH A MISSION Agenda Item No: 3.a Meeting Date: November 7, 2016 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: City Attorney Prepared by: Lisa Goldfien, Asst. City Attorney City Manager Approval: TOPIC: Appeal of Arbitrator's Decision on Contempo Marin Mobilehome Park Rent Increase Petition SUBJECT: HEARING ON THE CONTEMPO MARIN HOMEOWNERS ASSOCIATION'S APPEAL OF THE ARBITRATOR'S AUGUST 2, 2016 DECISION ON PETITIONS BY MHC FINANCING LIMITED PARTNERSHIP AND MHC OPERATING LIMITED PARTNERSHIP FOR CAPITAL PASS-THROUGHS TO TENANTS FOR 2013, 2014, AND 2015 RECOMMENDATION: Hold a hearing on the appeal of the Contempo Marin Homeowners Association challenging the decision of the arbitrator on the petition of MHC Financing Limited Partnership and MHC Operating Limited Partnership for rent increase at Contempo Marin Mobilehome Park, and determine whether to affirm or reverse the decision of the Arbitrator. BACKGROUND: Contempo Marin is one of two mobilehome parks in San Rafael. The park is owned and operated by MHC Financing Limited Partnership and MHC Operating Limited Partnership (together, "MHC"), formerly known as Equity Lifestyle Properties. There are 396 mobilehome spaces in the park. San Rafael Municipal Code ("SRMC") Title 20, the Mobilehome Rent Stabilization Ordinance, restricts the rents that may be charged at mobilehome parks within the City. Title 20 permits an automatic annual base rent increase tied to the Consumer Price Index. Expenditures qualifying under the ordinance as "capital improvements" or "capital replacements" are not considered to be part of the base rent, and the ordinance allows the park owner to pass the costs of reasonable capital improvements and replacements through directly to the tenants. However, the park owner is required first to file a petition with the City for approval of any requested pass-throughs, and the ordinance provides for the petition to be decided by a neutral arbitrator after hearing. FOR CITY CLERK ONLY File No.: 13-7-1 Council Meeting: 11/07/2016 Disposition: Settled by parties prior to meeting. SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2 Pursuant to this requirement, MHC filed petitions in 2013, 2014, and 2015 for approval of specified capital improvement/replacement pass-throughs; however, by agreement with the Contempo Marin Homeowners Association (representing the tenants), the arbitration hearing on the three petitions was deferred until this year and was held finally on July 19, 2016 before arbitrator Lawrence Baskin. Mr. Baskin issued his decision on the three petitions on August 2, 2016. Arbitration Decision (Attachment 1): As explained in more detail in the Arbitrator's Decision, after consideration of the oral and documentary evidence presented at the hearing, the Arbitrator awarded a total of $148,435.18 in capital improvement/capital replacement pass-throughs, out of MHC's requested total of $188,911.64. In brief, the Arbitrator awarded: 1. the pass-through of 3 out of 5 requested items in the 2013 petition, for a total of $27,708; 2. the pass-through of 2 out of 7 requested items in the 2014 petition, for a total of $16,120; and 3. the pass-through of 5 out of 7 requested items in the 2015 petition, for a total of $104,607.18. The Arbitrator ordered that the pass-throughs should be apportioned in equal charges of $374.84 for each of the 396 spaces and payable over 18 months, at the rate of $20.82/month/space. Ground of Appeal: On August 17, 2016, the Homeowners Association filed an appeal of the Arbitrator's decision on a single ground, namely that the Arbitrator erred when he denied the Homeowners Association's motion to dismiss all three of MHC's petitions outright. At the arbitration hearing, the Homeowners Association argued for a summary dismissal of MHC's three petitions, claiming that MHC had failed to provide the Homeowners Association with "all information reasonably available" in support of those petitions, as required by SRMC Section 20.12.040. That section states that: Within thirty (30) days after the filing of a petition, the homeowners and the owner/operator shall file with the city clerk all information reasonably available in support of or opposition to any proposed increase of rent. Copies of said supporting information shall be provided to the opposing party and the arbitrator. The Arbitrator denied this motion, stating: It is not clear what is meant by the requirement to provide with each petition "all information reasonably available" and further there was no evidence ELS purposely withheld information. The Arbitrator prefers to deal with the issue in reviewing the various items for which pass-through treatment is sought and where there is a question of proper treatment and a paucity of information it affects the ability of ELS to meet its burden of proof as to such item. SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3 (Attachment 1 at p.4, line 27 to p. 5, line 3.) Based upon this decision, the Arbitrator proceeded to consider the testimony and documentary evidence presented by both MHC and the Homeowners Association as to each item that MHC alleged to be a capital improvement or capital replacement. Following the evidence and arguments of the parties, the Arbitrator made a determination whether each item was a capital improvement or capital replacement that qualified to be passed through to the tenants. In this appeal, the Homeowners Association argues that they have been prejudiced by a lack of complete information from MHC, and that therefore the Arbitrator should have dismissed the petitions outright without considering any evidence and denied MHC any of the requested pass- throughs. ANALYSIS: The following documents are attached to this report for the Council to review in connection with the appeal: Decision of the Arbitrator (Attachment 1): This is the decision being appealed, and sets forth the Arbitrator's statement of the facts and his conclusions. The Arbitrator's discussion of and decision on the Homeowners Association motion to dismiss the three MHC petitions summarily, is found at pages 4-5. Briefs of the Parties (Attachments 2 and 3): The Council should pay particular attention to the parties' briefs explaining their respective arguments regarding the appeal: The brief of Appellant Contempo Marin Homeowners Association sets forth its arguments in support of the appeal, and attaches excerpts of the Reporter's Transcript of the arbitration hearing referred to in the brief. (Attachment 2) The brief of Respondent MHC in sets forth its arguments opposing the appeal and attaches exhibits from the arbitration hearing referred to in the brief. (Attachment 3) Administrative Record (Attachments 4a and 4b): This is the complete record of the proceedings before the Arbitrator on July 19, 2016, and consists of: • The entire Reporter's Transcript of oral proceedings at the arbitration hearing (Attachment 4a); and All Exhibits presented by the parties at the arbitration hearing (Attachment 4b). Scope of Citv Council's Authoritv on Appeal San Rafael Municipal Code section 20.12.090 governs the procedures on appeal of the Arbitrator's award, and instructs that: 1. The appeal is not a de novo hearing, but rather a review by the Citv Council of the record of voceedinas before the arbitrator (the "Administrative Record"). SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 4 The City Council may not consider any new evidence not in the Administrative Record unless a party provides a specific showing that such new evidence was unknown at the time of the arbitration hearing and could not, with reasonable diligence, have been discovered before the hearing. (See, SRMC §20.12.090) Thus, the Council most likely will not be allowing new testimony or documentary evidence to be presented at the hearing. This appeal hearing is not a public hearing. Of course, like any other matter on the Council's agenda, the public may address the Council on this item, but such presentations are not to be used as evidence in the Council's deliberations. Rather, the hearing is an opportunity for both parties to present written and oral arguments as to why the Arbitrator's decision should or should not be upheld. The Council may ask questions of the parties and of staff, but the evaluation of the evidence in the Administrative Record and the ultimate decision rest with the City Council as the appellate tribunal. 2. The Council may "affirm, modify or reverse the decision of the arbitrator." The Council must review the record of the proceedings before the arbitrator and determine whether the arbitrator abused his discretion in making his award. An abuse of discretion has occurred if the arbitrator has not provided a fair hearing or has not proceeded as required by law, or if the arbitrator's findings do not support his decision, or those findings are not supported by "substantial evidence" in light of the whole record, considering both the evidence supporting, and any evidence detracting from, the arbitrator's decision. However, on this appeal, the City Council is not being asked to review the evidence before the Arbitrator or to review the Arbitrator's findings and decision based on that evidence. Rather, in this appeal, the Council is being asked only to review the Arbitrator's decision not to dismiss the MHC petitions outright for MHC's alleged failure to provide the Homeowners Association with "all information reasonably available" in support of MHC's claims of capital improvement and replacement expenditures, and to affirm or reverse that decision. The Council's decision to affirm or reverse the decision of the arbitrator must be supported by findings explaining the basis for the Council's decision. Staff will prepare an appropriate resolution for the Council's adoption at its next regular meeting. The Council's decision in this matter is final. FISCAL IMPACT: None. OPTIONS: The City Council has the following options to consider on this matter: 1. Deny the appeal and affirm the decision of the Arbitrator; direct staff to return with an appropriate resolution for adoption on the Council's Consent Calendar for its next meeting. This will have the effect of affirming the pass-through to the tenants in the amount of $20.82/month/space; 2. Grant the appeal and reverse the decision of the Arbitrator; direct staff to return with an appropriate resolution for adoption on the Council's Consent Calendar for its next meeting. This will have the effect of vacating the award of any pass-through amounts requested in the MHC petitions in 2013, 2014, and 2015; SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 5 ACTION REQUIRED: Open the appeal hearing, listen to argument from Appellant Homeowners Association and Respondent MHC, and consider the parties' briefs and the Administrative Record. Then deliberate and affirm or reverse the arbitrator's decision and direct staff to memorialize the Council's findings in a resolution for adoption on the consent calendar at the Council's next meeting. ATTACHMENTS: 1. Decision Of Arbitrator dated August 2, 2016 a. httD://docs.citvofsanrafael.orq/CitvClerk/11-07-2016/Attachment 1.Ddf 2. Brief of Appellant Contempo Marin Homeowners Association, with transcript excerpts a. httD://docs.citvofsanrafael.orq/CitvClerk/11-07-2016/Attachment 2.Ddf 3. Brief of Respondent MHC, with exhibits a. httD://docs.citvofsanrafael.orq/CitvClerk/11-07-2016/Attachment 3.Ddf 4. Administrative Record: a. Reporter's Transcript of July 19, 2016 arbitration hearing i. httD://docs.citvofsanrafael.orq/CitvClerk/11-07-2016/Attachment 4a.Ddf b. Exhibits to Reporter's Transcript i. httD://docs.citvofsanrafael.orq/CitvClerk/11-07-2016/Attachment 4b.Ddf I 2 IN THE MATTER OF ARBITRATION OF PETITIONS FOR CAPITAL PASS THROUGHS FOR 2013, 2014 AND 2015 PURSUANT TO TITLE 20 3 OF CITY OF SAN RAFAEL MUNICIPAL CODE 4 EQUITY LIFETSTYLES PROPERTIES, 5 INC. 6 Petitioners, 7 v. 8 CONTEMPO MARIN HOMEOWNER'S ASSOCIATION, ET AL. 9 Respondents. 10 11 12 DECISION OF ARBITRATOR Hearing Date: July 19, 2016 Location: Resolution Remedies 10004 1h Street,.8th Floor San Rafael, CA Arbitrator: LAWRENCE A. BASKIN 13 Equity Lifestyles Properties, Inc.(ELS) the owner and operator of the Contempo Marin 14 Mobile Home Park located at 400 Yosemite Road, San Rafael, California (the "Park"), petitioned 15 the City of San Rafael for approval to pass along to the Park's tenants certain expenditures 16 claimed for capital improvements and/or capital replacements. CONTEMPO MARIN 17 HOMEOWNER'S ASSOCIATION ("The HOA") duly objected to the rent 18 19 increase/reimbursement requests submitted by ELS. 20 The three petitions were consolidated for purposes of conducting a single 21 arbitration pursuant to the San Rafael Municipal Code. 22 23 Pursuant to San Rafael Municipal Code Section 20.12.050, ELS submitted 24 the following three petitions: 25 - 26 • September 25, 2013 Petition in the total amount of $37,906.49. 27 • September 26, 2014 Petition in the amount of $32,887.97. 28 • September 28, 2015 Petition in the amount of $118,117.18 1 1 2 The Arbitrator has numbered the items in the respective petitions and 3 grouped them by the year of the respective petitions to facilitate the order of proof 4 at the arbitration and for reference in this decision. The issues were presented as 5 follows: 6 7 2013 PETITION 8 1 $ 7,500.00 9/8/2012 REPLACE LIFT STATION PUMP 9 2 $ 7,500.00 10/3/2012 REPLACE LIFT STATION PUMP 10 3 $ 1,595.07 11/4/2012 INSTALLATION/PARTS FOR REPLACE/REPAIR LIFT STN 11 4 $ 8,603.42 12/5/2012 REPLACE SITTING MOWER 12 5 $ 12,708.00 5/12/2013 DRAINAGE IMPROVEMENTS-LINSCOTT 13 2014 PETITION 14 6 $ 14,400.00 6/30/2014 REPLACE HVAC CLUBHOUSE/OFFICE 15 7 $ 1,720.00 6/30/2014 PERMITS 16 8 $ 5,627.86 2/28/2014 REPLACE LAGOON PUMP GATE/LINSCOTT 17 9 $ 2,643.00 4/17/2014 PRV AT 169 YOSEMITE RD/P. LEVY PLUMBING 18 10 $ 2,485.00 7/814 REPLACE 2' SECTION OF MAIN LINE 77-78YOSEMITE 19 11 $ 3,669.00 7/11/2014 REPLACE T SECTION OF MAIN LINE 253 TETON 20 12 $ 2,343.00 6/11/2014 REPLACE GYM ELIPTICAL 21 2015 PETITION 22 13 $ 34,250.00 7/9/2015 REPLACE CLUBHOUSE ROOF #1 23 14 $ 39,750.00 8/18/2015 REPLACE CLUBHOUSE ROOF #2 24 15 $ 9,280.00 2/18/2015 REMOVE REPLACE CONCRETE IN PATHWAY 25 16 $ 4,230.00 2/6/2015 NEW FURNITURE -CLUBHOUSE 26 17 $ 14,838.25 6/19/2015 POOL FURNITURE 27 18 $ 10,518.93 6/8/2015 FITNESS ROOM EQUIPMENT 28 2 1 19 $ 5,250.00 8/18/2015 LAUNDRY ROOM ROOF 2 3 At the commencement of the hearing and during the course of the proceedings ELS 4 withdrew Petition items numbered above as 8, 9, 10, 11, 12 and 16. 5 San Rafael Municipal Code Title 20 6 Title 20 of the San Rafael Municipal Code ("MOBILE HOME RENT 7 STABILIZATION") establishes a procedure whereby the owners of mobile home parks may 8 9 pass along to tenant's expenditures for capital improvements and capital replacements, and a 10 separate procedure for rent increases. The terms capital improvements and capital replacements 11 are defined in SR Municipal Code Section 20.04.020(b) and (c): 12 13 20.04.020 (b). "Capital improvements" means those new improvements which directly and primarily benefit and serve .the existing mobilehome park 14 homeowners by materially adding to the value of the mobilehome park, 15 appreciably prolonging its useful life, or adapting it to new uses, and which are required to be amortized over the useful life of the improvements pursuant to the 16 provisions of the Internal Revenue Code and the regulations issued pursuant thereto. 17 18 Capital improvements costs means all costs reasonably and necessarily related to the planning, engineering and construction of capital improvements and shall 19 include debt service costs, if any, incurred as a direct result of the capital improvement. 20 21 20.04.020(c) Capital replacement means the substitution, replacement or 22 reconstruction of a piece of equipment, machinery, streets, sidewalks, utility lines, landscaping, structures or part thereof of a value of five thousand dollars 23 ($5,000.00) or more which materially benefits and adds value to the mobilehome 24 park. 25 Capital replacement costs means all costs reasonably and necessarily related to the planning, engineering and construction of capital replacement and shall 26 include debt service costs, if any, incurred as a direct result of the capital 27 replacement. U -1i 3 2 Expenditures that are properly viewed as "Maintenance and Repairs" are not subject to pass-through pursuant to the ordinance and must be borne by the owner of the 3 Park, ELS. San Rafael Municipal Code § 20.04.020(G). 4 At the hearing ELS presented evidence and argument on each of the items in dispute. The 5 HOA presented evidence and argument disputing the claims of ELS. 6 HOA MOTION TO SUMMARILY REJECT ELS PETITIONS 7 As a general and procedural matter, the HOA made objection to each of the Petitions and 8 all of the items contained therein and urged.the Arbitrator to deny ELS any relief requested in the three petitions based on the failure of ELS to comply with SR Ordinance §§ 20.12.040 and 9 20.12.050. The referenced sections require that when filing a Petition to treat costs either as 10 Capital Improvements or Capital Replacements eligible for pass-through treatment ELS must provide "all information reasonably available" in support of the petitions and each item contained 11 therein. The HOA noted a paucity of information filed with the petitions and presented at the hearing in support of the ELS petitions. In support of its argument the HOA referred to and cited 12 from the transcript of a 2011 hearing before the San Rafael City Council on the appeal of an 13 Arbitrator's decision regarding a group of prior Petitions and Resolution No. 13236, Sept. 19, 2011. In brief, council members expressed concern over the failure of ELS (ELS therein) to 14 involve the HOA in the decision making process and supplying inadequate information with and 15 in support of the Petitions that had been filed. The Council encouraged ELS to involve the HOA in the decision making process and receive their input before expenditures were made. At the 16 Hearing of 2016 the HOA pointed to the lack of any such "involvement of the HOA" prior to the expenditures referenced in the Petitions and further to the failure of ELS to attach to the petitions 17 or provide "all information reasonably available". 18 The HOA representatives, Richard Heine, current president of the HOA, and Keith 19 Meloney, past president of the HOA, testified they were not consulted prior to specific expenditures being planned or made. Jennifer Barrett, Senior Regional Manager for ELS , oversees 20 15 properties for ELS including Contempo Marin. She testified that she only became responsible 21 for Contempo Marin in September 2015 and could not testify of personal knowledge as to past practices and with regard to items of company practices related to the period before September 22 2015. She did state that since becoming involved with Contempo Marin she has sought to increase communications with the HOA representatives, has met with them to walk around the property to 23 discuss perceived needs and desires for the Park and plans on improving the dialog. Robert 24 Andrews the Park manager came on Board at the site in November, 2014. He meets monthly with the HOA Board and communications are improving. Ms. Barrett also testified she assisted in 25 putting the information together for the 3 petitions at issue. She used files and paper records but did not print and attach documents that may have been in the Company's computer records 26 system as no-one directed her to do so. More records could be made available for future petitions. 27 The Arbitrator denies the motion to summarily reject the Petitions as urged by the HOA. It 28 is not clear what is meant by the requirement to provide with each petition "all information !I 1 reasonably available" and further there was no evidence ELS purposely withheld information. The Arbitrator prefers to deal with the issue in reviewing the various items for which pass-through 2 treatment is sought and where there is a question of proper treatment and a paucity of information it affects the ability of ELS to meet its burden of proof as to such item. 4 2013 PETITION 5 Item #1. $7,500- 9/8/12 Replace Lift Station Pump 6 Evidence in support of this item as a Capital Replacement (CR) included: 7 • Sept. 1, 2012 invoice no. 12-0901 from SOS (Systems Operation Services, Inc.) which references "New ABS lift station pump." 8 • Testimony of Ms Barrett that it was her understanding the then existing pump had 9 ceased being operational and required complete replacement. • The HOA objected to the treatment as a CR and urged it was a maintenance/repair 10 item. 11 The Arbitrator accepted Ms. Barrett's testimony along with the invoice language and finds 12 this item appropriate for treatment as a Capital Replacement. 13 Item #2. $7,500-10/3/12 Replace Lift Station Pump 14 Evidence in support of this item as a Capital Replacement (CR) included: 15 • Sept. 28, 2012 invoice no. 12-0932 from SOS (Systems Operation Services, Inc.) which references "New ABS lift station pump." 16 • Testimony of Ms Barrett that it was her understanding the then existing pump had 17 ceased being operational and required complete replacement. • The HOA objected to the treatment as a CR and urged it was a maintenance/repair 18 item. 19 The Arbitrator accepted Ms. Barrett's testimony along with the invoice language and finds 20 this item appropriate for treatment as a Capital Replacement. 21 Item #3. $7,500-11/4/12 Installation and Parts for replaced abs lift station 22 23 Evidence in support of this item as a Capital Replacement (CR) included: • Oct. 31, 2012 invoice no. 12-1021 from SOS (Systems Operation Services, Inc.) which 24 references "Install new ABS in lift station #15, Additional parts for repair." • Ms Barrett was unable to provide any testimony to explain this item. 25 • Testimony indicated that ABS referred to a type of pipe that was being replaced to 26 effectuate a repair. 27 The Arbitrator finds that ELS failed to meet the burden of proof that by a preponderance of 28 the evidence this was a CR item. It did not meet the $5,000.00 minimum cost for a CR 5 under the ordinance. 20.04.020(c) The face of the invoice indicates it was for a repair. The request to pass through the expense is denied. 2 3 Item#4. $8,603.42-12/5/2012 Replace Sitting Mower. 4 Evidence in support of this item as a Capital Replacement (CR) or a Capital Improvement 5 (CI) included: • Bucks Saw Service Invoice 11/26/12. 6 • Testimony of Jorge Gonzales (Maintenance Supervisor). Mr. Gonzales testified the sit - 7 on mower was purchased to improve efficiency for mowing around the lagoon at the Park. However, he also testified that the mower was an "additional mower" not a 8 "replacement" He further testified the mower was used for approximately six months 9 and thereafter ELS has contracted with an independent landscaping company. to do landscaping and related maintenance at the Park and the mower has been sitting unused 10 in a shed at the property since six months after purchase. • ELS initially listed the mower as a CR item, but at the hearing urged it was a CI item. 11 12 The Arbitrator finds that the new sit -on mower was not a "Capital Replacement" as it did not replace anything. The Arbitrator also finds that the new sit -on mower was. not a 13 Capital Improvement item. 20.04.020 (b) provides in relevant part: "Capital improvements" means those new improvements which directly and primarily benefit and 14 serve the existing mobilehome park homeowners by materially adding to the value of the 15 mobilehome park, appreciably prolonging its useful life, or adapting it to new uses...." The mower does not fit the definition. The mower may have benefited ELS for a short 16 period when it was used by reducing manpower costs, but there was no evidence of any benefit to the residents. The request to pass through the expense is denied. 17 18 Item#5. $12,708.00-5/12/2013 Drainage Improvements-Linscott 19 Evidence in support of this item as a Capital Replacement (CR) or a Capital Improvement 20 (CI) included: 21 • Linscott Engineering invoice dated March 18, 2103. • Linscott proposal re #67 dated 2/19/2013 and Linscott proposal re # 79 dated 22 2/19/2013 (Exhibit Q. Both proposals describe the work as removal and replacement 23 of concrete rolled curb and adjoining asphalt to accommodate/alter relative elevations to provide better slope for drainage. 24 • ELS urged that the Linscott work could be viewed as either a CR because it replaced existing drainage facilities and cost more than $5,000.00 or was a CI because the work 25 improved and extended the life of the drainage facilities related to units 67 and 79. 26 The HOA urged that this was a maintenance item not qualifying as a pass through Cl or 27 CR. Further it did not replace the entire drainage for the Park. 28 M 1 The Arbitrator finds that the work was of a substantial nature that improved a bad drainage problem and qualifies as a CI "materially adding to the value of the mobilehome park, 2 appreciably prolonging its useful life... " It could also readily fit the definition for a CR, 20.04.020(c). 3 4 2014 PETITION 6 Item# 6.$14,400.00 -6/30/2014 -Replace HVAC Clubhouse/Office 7 Item#7. $1,720.00 -Permits for HVAC Repalcement. 8 Evidence in support of this combined item as a Capital Replacement (CR) is the plain language of the invoice from Caron Climate Control, dated 08/30/14, # 13604. 9 10 The HOA presented no real opposition. The Arbitrator finds that the two items together qualify as a Capital Improvement (CI) and 11 or a Capital Replacement.(CR). 12 Item #13. $34,250.00 7/9/2015 Replace Clubhouse Roof #1(payment) 13 Item #14 $39,750.00 8/18/2015 Replace Clubhouse Roof #2 (payment) Item #19 $5,250.00 8/18/2015 Replace Laundry room. Roof 14 15 These three items were grouped together because the evidence was essentially the same for each of the items. 16 Evidence in support of this item as a Capital Replacement (CR) included: 17 18 • Jennifer Barrett testified. She was in charge of the site at the time this work was done. She reported that there had been a water leak at the clubhouse which led to having that 19 roof and the laundry room roof inspected. The roofs were a combination pitched metal and flat, tar & gravel, construction. The existing roofs were the. original installations 20 from around 1970. The roof inspectors advised her that the roofs had reached the end 21 of their useful life and needed to be replaced. Bids were obtained and the work performed. 22 • Invoices attached to the petition and cancelled checks supported the requests. 23 • The HOA did not present evidence in opposition. 24 The Arbitrator finds that the items together qualify as a Capital Replacement (CR). 25 Item #15. $9,280 2/18/2015 Remove Replace Concrete in Pathway 26 Evidence in support of this item as a Capital Replacement (CR) included: 27 • American Asphalt R & R Co. invoice dated 2/18/2015, # 6411. However this invoice 28 had no description of the work. 2 • Ms Barrett testified the work consisted of replacing sections of the pathway where there had been cracks and uneven surfaces. Evidence in opposition of this item as a Capital Replacement (CR) included: 4 • The HOA offered Exhibit 1, pg. 44- constituting page 1 of what appeared as a much longer contract document. ELS was unable to produce the entire contract and 5 acknowledged that the page 1 was part of their standard contract for such work albeit 6 incomplete. • There was no testimony from ELS as to the length of the walkway system, what 7 amount of lineal footage or percentage of the system that was actually worked on or replaced. 9 The description provided by Ms Barrett appeared to describe work in the nature of maintenance and repair. The Arbitrator finds that ELS failed to meet its burden of proof 10 to establish by a preponderance of the evidence that the work was either a Cl or CR. The request to pass through the expense is denied. 11 12 Item #17 $14,838.25 6/19/2015 Pool Furniture 13 Evidence in support of this item as a Capital Replacement (CR) or a Capital Improvement 14 (CI) included: 15 • Robert Andrews testimony was to the effect that the existing pool furniture was old and needed replacing, as well there were not enough chairs, tables and chaise lounges 16 to more adequately meet the needs of the residents. • The purchase consisted of replacing existing furniture and adding additional chairs, 17 tables and chaise lounges. Chairs before-20/after-40; Chaise lounges before-11/after- 18 15; tables before-4/after-10. • Valley Furniture Invoice 21909, 2/6/2015; Horizon Casual Invoice # 11591, 6/22/2015 19 described furniture and "replace old and warn (sic) out pool f arni...... 20 The Arbitrator finds the expense qualifies in combination as a pass through item as either 21 a CR or CI as the expenditures improved the poolside amenities to the benefit of the residents 22 23 Item #18 $10,518.93 8/18/2015 Fitness Room Equipment 24 Evidence in support of this item as a Capital Replacement (CR) or a Capital Improvement 25 (CI) included: 26 • Testimony of Jennifer Barrett that the weight/fitness room needed updating and 27 additional equipment to service the needs and desires of Park residents. 28 • Replaced the old treadmill and purchased new and additional weights • Invoices attached to the petition and cancelled checks supported the requests. I The Arbitrator finds the expense qualifies in combination as a pass through item as either 2 a CR or CI in a similar context as the pool furniture Item # 17. 3 4 5 6 2013 PETITION 7 1 $ 7,500.00 9/8/2012 8 2 $ 7,500.00 10/3/2012 5 $ 12,708.00 5/12/2013 9 10 2014 PETITION 11 6 $ 14,400.00 6/30/2014 7 $ 1,720.00 6/30/2014 DECISION REPLACE LIFT. STATION PUMP REPLACE LIFT STATION PUMP DRAINAGE IMPROVEMENTS-LINSCOTT REPLACE HVAC CLUBHOUSE/OFFICE PERMITS 12 13 2015 PETITION 14 13 $ 34,250.00 7/9/2015 REPLACE CLUBHOUSE ROOF #1 14 $ 39,750.00 8/18/2015 REPLACE CLUBHOUSE ROOF #2 15 17 $ 14,838.25 6/19/2015 POOL FURNITURE 16 18 $ 10,518.93 6/8/2015 FITNESS ROOM EQUIPMENT 19 $ 5,250.00 8/18/2015 LAUNDRY ROOM ROOF 17 18 Total amount subject to pass through treatment: $148,435.18. 19 ELS proposed and the Arbitrator agreed the cost should be apportioned on the basis of 396 20 spaces. The amount per space would be $374.84. 21 The HOA presented evidence, testimony of Richard Heine, a resident and current president 22 of the HOA, to the effect that any even small increase in monthly rent/charges would be a hardship for him and his wife as well as many other retired Park residents living on a limited fixed income. 23 The San Rafael code §20.04.010(C) speaks to the same point as did the San Rafael City Council 24 in Resolution No. 13236. In consideration thereof the arbitrator finds it would impose a hardship on the residents to pay the amount in one lump sum and makes the pass through 25 reimbursement navable over eighteen (18) months at the rate of $20.82/month/space. 26 ELS requested interest on the repayment amount if not paid in a lump sum. The San 27 Rafael ordinance provides interest may be awarded if the Park owner has borrowed money to finance the cost of the improvements. §20.04.020(D) In this case the ELS representatives 28 testified no such borrowing occurred and the costs were paid from cash flow without the %J I necessity of borrowing. The ordinance does not provide for interest in this situation. Moreover, balancing the interests of ELS in recouping its expenditures against the potential hardship of the 2 residents having to pay additional costs, tips in favor of the residents and no interest is awarded or imposed. 3 4 5 Dated: August 2, 2016 6 7 8 9 G:e� ` 10 La A. BASKIN, ARBITRATOR 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PROOF OF SERVICE I am a resident of the United States, County of Marin, over 18 years of age, and, not a party to the within action. My business address is 999 Fifth Avenue, Ste 200, San Rafael, California 94901, which is located in the County of Marin, where the service described below took place. On the date set forth below, I served the following document in a sealed envelope described as: DECISION OF ARBITRATOR on the interested parties in this action addressed as follows: Nathanial Cooper Cooley LLP 101 California Street, 5th floor San Francisco, CA 94111-5800 Telephone: 415-693-2153 Email: ncooner(a,coolev.com Neil Moran The Freitas Law Firm 1108 Fifth Ave., 3rd Fl. San Rafael, CA 94901 Email: nmoran(a reitaslaw.com Lisa Goldfien Assistant City Attorney 1400 Fifth Ave., Room 202 Box 151560 San Rafael, CA 94915-1560 Email: Lisa.aoldfienQcitvofsanrafael.ora XXX (ELECTRONIC MAIL) - I caused the above referenced document(s) to be served via e- mail to the named persons(s) at their email addresses of record listed above. The transmission was reported as complete and without error. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on August 2, 2016, at San Rafael, California. Andrea E. Axelsen 11 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CooLEY LLP ATTORNEYS AT LAW SAN FRANCISCO COOLEY LLP MATTHEW D. BROWN (196972) (brownmd@cooley.com) NATHANIEL R. COOPER (262098) (ncooper@cooley. com) MAX A. BERNSTEIN (305722) (mbernstein@cooley. com) 101 California Street, 5th Floor San Francisco, CA 94111-5800 Telephone: (415) 693-2000 Facsimile: (415) 693-2222 Attorneys for Appellant CONTEMPO MARIN HOMEOWNERS ASSOCIATION CITY OF SAN RAFAEL APPEAL TO THE CITY COUNCIL IN RE: 2013, 2014, AND 2015 PETITIONS BY EQUITY LIFESTYLE PROPERTIES, INC. FOR RENT INCREASE FOR CONTEMPO MARIN MOBILE HOME PARK APPELLANT CONTEMPO MARIN HOMEOWNERS ASSOCIATION'S APPEAL OF ARBITRATOR'S DECISION OF AUGUST 2, 2016 SRMC Section 20.12.090 CMHOA'S APPEAL OF DECISION 1 I. INTRODUCTION 2 The Contempo Marin Homeowners Association ("CMHOA" or "the Homeowners") 3 respectfully submits this brief in support of its appeal from the August 2, 2016 decision of 4 Arbitrator Lawrence A. Baskin (the "Decision"), granting in part and denying in part Equity 5 Lifestyle Properties' ("ELS") 2013, 2014, and 2015 petitions (collectively, the "Petitions") to 6 "pass through" certain costs that ELS had incurred during the course of its operations to the 7 resident Homeowners. 8 This appeal involves a single issue: whether ELS's failure to provide the Homeowners 9 with "all information reasonably available" regarding the items claimed in the Petitions, as 10 required by Section 20.12.040 of the San Rafael Municipal Code (the "Code"), should result in 11 the disqualification of the Petitions. 12 The answer to this question is "yes." The requirement that ELS provide "all" information 13 regarding the claimed items to the City and the Homeowners is important and ELS's willful 14 failure to comply is not a mere technicality. Section 20.12.040 was enacted to protect the 15 Homeowners from potential abuses of the pass-through mechanism by ELS, who, in most cases, 16 has exclusive access to all the evidence from which it can be determined whether or not a claimed 17 expenditure qualifies for reimbursement. 18 The evidence at Arbitration unequivocally demonstrated that ELS did not provide 19 anywhere near all of the information regarding the claimed items, and ELS's disregard for the 20 requirements of the Ordinance prejudiced the Homeowners' ability to test whether the claimed 21 items qualified for reimbursement, as discussed below. ELS should not be permitted to 22 strategically select what information to share and what information not to share in an effort to 23 obtain a better result in arbitration, as it has done for years. 24 As a result, the Homeowners request that this Council disqualify the deficient Petitions 25 and deny them in their entirety. 26 II. BACKGROUND 27 Contempo Marin is a mobilehome park located in San Rafael. The park is owned and 28 operated by ELS, a publicly traded REIT with a market cap of $6.13 billion (NYSE: ELS). While CooLEY LLP 1. ATTORNEYS AT LAW SAN FRANCISCO CMHOA'S APPEAL OF DECISION I ELS owns the land and common areas at Contempo Marin, the residential mobilehomes 2 themselves are owned by the individuals who live in them.' This arrangement leaves the 3 residents of Contempo Marin, who are predominately low- and fixed-income individuals and 4 families, particularly vulnerable to rent increases.2 Unlike other renters, if they cannot afford an 5 elevated rent, they may be compelled to not only relocate, but to sell their homes in forced and 6 potentially disadvantageous circumstances. 7 Title 20 of the Code ("the Ordinance") sets out a rent control regime for mobilehome 8 parks to protect the resident Homeowners from rent increases that might force them to abandon 9 their homes. To encourage ELS to upkeep and improve the Park, the Ordinance allows ELS to 10 pass through certain costs associated with qualifying "capital improvements" and "capital 11 replacements" to residents. See SRMC § 20.04.020(B) and (C). In order to pass through these 12 costs, ELS must first file a Petition with the City identifying the work completed. SRMC § 13 20.12.050. If the Homeowners disagree that certain items qualify for reimbursement, they may 14 then invoke the arbitration process. These requirements ensure that ELS does not pass through its 15 ordinary maintenance and operation costs, thereby undermining the City's rent control regime. 16 In each of 2013, 2014, and 2015, ELS filed Petitions seeking to raise the rent of the 17 Homeowners to reimburse ELS for alleged capital expenses, identifying 19 capital expenses in 18 total. (Ex. 13 at 1-2, 17-18, 39-40.) The Petitions were accompanied by remarkably sparse 19 documentation, consisting primarily of copies of checks endorsed by ELS (e.g., Ex. 1 at 3) and 20 invoices—some of which contain no details at all about the work that was completed (e.g., Ex. 1 21 at 5). 22 The Homeowners contested all three Petitions on various grounds. (Ex. 1 at 15-16, 38, 23 ' The term "mobilehome" is misleading, as moving a mobilehome is costly and can damage the 24 home, and as a result residents that wish to leave the park almost always have to sell their homes. See SRMC, § 20.04.010(F). 25 2 See SRMC, § 20.04.010(C) ("A large number of persons living in mobilehomes are elderly, 26 some of whom live on small fixed incomes. These persons may expend a substantial portion of their income on rent and may not be able to afford other housing within the city."). 27 3 This Appeal refers to each exhibit by the number or letter assigned to that exhibit at the arbitral hearing, with the exception of the Decision. The Decision, which was issued after the hearing, is 28 designated as Exhibit 7. CooLEY LLP ATTORNEYS AT LAW SAN FRANCISCO 2. CMHOA'S APPEAL OF DECISION 1 63-64.) This resulted in arbitration, and a hearing was held on July 19, 2016 (the "Hearing"). On 2 August 2, 2016, the Arbitrator issued a written Decision, attached here as Exhibit 7, granting 3 ELS's Petitions as to 10 of the 19 items and denying the Petitions as to the remaining nine items, 4 six of which ELS decided not to contest over the course of the hearing. 5 The Arbitrator rejected the Homeowners' Motion to deny all three Petitions on the 6 grounds that ELS failed to provide "all reasonably available information" under Section 7 20.12.040. The Arbitrator stated his view that, while ELS had failed to provide available 8 information, the meaning of the Ordinance's term "all information reasonably available" was 9 unclear. (Decision at 4-5.) 10 III. ARGUMENT 11 ELS has petitioned the City to pass through certain costs to the Homeowners every year 12 since at least 2005. In these petitions, ELS has consistently sought to pass through costs that are 13 not eligible for capital treatment under the Ordinance, leading to at least three prior arbitrations 14 and two appeals to the City Council (in 2006 and 2011). 15 In the most recent Arbitration, ELS actually withdrew six of the 19 items in the Petitions 16 over the course of the Hearing, after the Homeowners identified glaring flaws in ELS's claims in 17 their written pre -hearing submission, and the Arbitrator separately found another three items did 18 not qualify under the Ordinance. (Decision at 5-6, 8.) The fact that ELS misidentified nearly 19 half of the alleged capital expenses it claimed demonstrates the need for careful review of ELS's 20 petitions. 21 But such a review requires clear information about each project. Anticipating this fact, 22 this Council set out a requirement that a petitioner supply reasonably available information soon 23 after submitting a petition. Section 20.12.040 reads: 24 Within thirty (30) days after the filing of a petition, the homeowners and the owner/operator shall file with the city clerk all information reasonabl 25 available in support of or opposition to any proposed increase of rent. Copies of said supporting information shall be provided to the opposing party and the 26 arbitrator. 27 SRMC § 20.12.050 (emphasis added). This section makes clear that a petition must be 28 accompanied by "all" supporting information that is reasonably available to the petitioner. This CooLEY LLP 3. ATTORNEYS AT LAW SAN FRANCISCO CMHOA'S APPEAL OF DECISION I is the only discovery mechanism contemplated by the Ordinance. That is, absent Section 2 20.12.050, the Homeowners have no way of compelling ELS to provide any documentation 3 showing whether alleged capital expenses meet the Ordinance's requirements .4 4 ELS conceded that its three Petitions had to comply with Section 20.12.040's requirement. 5 (Hearing Transcript ("Tr.") at 215:34 ("[Section 20.12.040] says that we have to file with the 6 city clerk all information reasonably available.").) However, evidence on the record shows, 7 without question, that ELS withheld extensive and easily available information about each of the 8 projects at issue. 9 The Maior Expenditure Forms. 10 Up until January 1, 2014, ELS required that its employees complete a Major Expense 11 Form ("MEF") for any project over $1,000. Jr. at 150:6-14.) Ms. Jennifer Barret, a Senior 12 Regional Manager at ELS, testified that ELS was firm about following its capital expense 13 procedures Jr. at 150:1-5), meaning that for each project in the 2013 Petition, ELS had a 14 corresponding MEF. And MEF numbers appear on some of the provided invoices. (See, e.g., Ex. 15 1 at 11.) The MEF is a three-part form that details a proposed project, including vendor 16 information, and serves as an internal request for approval. Jr. at 43:25-44:6.) Ms. Barret 17 testified that these forms were not disposed of, and are still kept at the respective offices of the 18 parks owned by ELS. Jr. at 150:23-25; 151:19-23.) Given that the MEF forms in question were 19 kept in ELS's own office at Contempo Marin, they were "reasonably available" to ELS. As such, 20 ELS's failure to provide any of these documents to the Homeowners or the Arbitrator was in clear 21 violation of Section 20.12.040. 22 The Cap X Svstem. 23 Starting January 1, 2014, ELS implemented a much more robust system for tracking 24 information connected to capital expenses. Under the new procedure, "[w]hen entering a project 25 into the cap X system, as much detail as possible should be provided, including but not limited to 26 project reason descriptions, invoice descriptions, comment boxes and backup documentation, 27 4 Moreover, absent this requirement, ELS is free to "cherry pick" only the documentation that 28 advances its claims, as it has done for years. CooLEY LLP 4. ATTORNEYS AT LAW SAN FRANCISCO CMHOA'S APPEAL OF DECISION I such as bids, insurance certificates, and photos." Jr. at 153:24-154:4; Ex. 2 at 3.) Ms. Barret 2 testified that that for each capital expense, the aforementioned documents are maintained in the 3 Cap X system. (Tr. at 154:10-13 ("Q. So that means that for each capital expenditure project, all 4 of these various forms of documentation are kept; is that also true? A. Yes, that is correct.").) 5 Ms. Barret further testified that she personally ensured that these Cap X procedures were 6 followed Jr. at 154:7-8) and that these procedures applied for each of the items in the 2014 and 7 2015 Petitions (Tr. at 153:7-10). 8 More specifically, Ms. Barret explained that for every item in the 2014 and 2015 Petitions, 9 a "project reason description" was drafted, and that those descriptions are still maintained on the 10 Cap X system. (Tr. at 157: 6-9 ("Q. So that means that somewhere on the cap X system 11 maintained by ELS every project at issue today has a project reason description? A. Yes.").) 12 When asked if she could have retrieved these project reason descriptions and provided them to the 13 Homeowners, Ms. Barret eventually testified, "I could have, yes." (Tr. at 157:25-158:3.) Ms. 14 Barret admitted the same was true of other documentation, including comments entered about 15 projects, bids received in connection with projects, and photos taken during projects. Jr. at 16 159:19-160:25.) All of this detailed information about the purpose and nature of capital projects 17 was "reasonably available" to ELS as it was maintained on ELS's own system, and yet none of it 18 was provided to the Homeowners or the Arbitrator, in violation of Section 20.12.040. 19 The Contracts. 20 Ms. Barret also testified that, for capital projects, a "lengthy" contract is executed with 21 each vendor. Jr. at 162:11-20.) These contracts explain the jobs they pertain to, and Ms. Barret 22 admitted that they are kept by ELS. (Tr. at 163:2-14.) Yet, with the exception of a single two - 23 page excerpt, none of these contracts were provided to the Homeowners or the Arbitrator. 24 These Facts Require Disqualification of the Petitions. 25 These facts show, unequivocally, that ELS disregarded the requirement that it provide all 26 reasonably available information in connection with its Petitions. The Arbitrator agreed that ELS 27 did not provide available information: "[Ms. Barret] used files and paper records but did not print 28 and attach documents that may have been in the Company's computer records system as no-one CooLEY LLP 5. ATTORNEYS AT LAW SAN FRANCISCO CMHOA'S APPEAL OF DECISION I directed her to do so. More records could be made available for future petitions." (Decision at 2 4.) But the Arbitrator denied the Homeowners' motion to disqualify the Petitions for failure to 3 comply with Section 20.12.040, finding that "it is not clear" what "all information reasonably 4 available" means and that "there is no evidence ELS purposefully withheld information." 5 (Decision at 5.) 6 ELS admitted to withholding documents kept in its own filing system and on its own 7 capital expense tracking system. (Tr. at 152:10-14 ("I didn't look for those [MEF] forms. When 8 preparing the packets we were required prepare [sic], I didn't -- even for this submission last year, 9 1 did not send in anv forms, documentation from our back end, our office.") (emphasis 10 added).) ELS's witness testified that all of this documentation was kept and that she could have 11 provided it to the Homeowners. There can be no doubt that the missing documentation was 12 reasonably available—in fact, it is hard to imagine how this documentation could have been any 13 more easily available. Whether ELS intended to withhold information, something nearly 14 impossible to prove in this context, is immaterial. Moreover, ELS's counsel claimed that he runs 15 into this objection every time a petition is filed. Jr. at 214:1-4.) Yet ELS did nothing to cure the 16 deficiency year after year. 17 ELS's failure to provide this reasonably available information is not an academic issue. 18 Where the Homeowners had detailed accounts of the work completed, they often succeeded in 19 disqualifying items. For example, the Homeowners relied on the extensive narrative provided in 20 an invoice for repairs on a lagoon pump (Ex. 1 at 30-32) to argue that the work was maintenance 21 (a cost which cannot be passed through to the Homeowners) and not a capital replacement. 22 Because of the detailed information available to both parties, ELS was obliged to agree with the 23 Homeowners and withdrew the item. In contrast, the 2013 Petition includes invoices for work 24 done on "new ABS lift pumps," but these invoices give no further information about the work. 25 (Ex. 1 at 5, 7.) Remarkably, ELS's own witness could not explain why the work was needed or 26 even what ABS stood for. (Tr. at 25:22-26:18 ("Q. Is it your understanding that [ABS is] a type 27 of pipe, similar to [] PVC? A. I can't answer yes or no on that."); Tr. at 31:7-20.) Despite this 28 incomplete record, the Arbitrator still passed through $14,000 of expenses to the Homeowners in CooLEY LLP 6. ATTORNEYS AT LAW SAN FRANCISCO CMHOA'S APPEAL OF DECISION 1 2 4 5 6 7 ij 10 11 12 13 14 15 16 17 18 19 20 �1 22 23 24 25 26 27 28 con -1:1 I, Y . -,...v„. Al Ian comiection with the two items, concluding they were Capital expenses,making clear that k I -S' has an incentive to selectively provide limited details about alleged capital expenses. (Decisi(),7 at S.) Tllc sole check on ELS's power to do so is Section 20.11040. IV. CONCLUSION Section 20.12.040 means what it says. ELS was obligated to provide "all III fnl-mat1011 reasonably available" regarding the items claimed in its Petitions. The evidence shoEvs, beyond any dour[, that ELS failed to comply with this requirement, and ELS's disrLgard lisr !Itis important safeguard prejudiced the Homeowners" ability to test the si:fflclency of' l~LS's Petitions. As a result, ELS s 2013, 201,4, and 2015 Petitions are deficient and should be denied in the II- e:ntirt:ty. Dater!: October 14, 2010 1377395% Respectfully submitted, COOLEY LLP 13y Nathaniel Cooper Attorneys for Appellant CONTE^MPO MARIN HOMEOWNERS ASSOCIATION ' -[`lie Arbitrator noted that lie relied on Ms. Barret's testimony that the `existing purnp had ceased beim; operatiolial and required complete replacement." (Decision at 5.) 131a1 Ms. Barret also testified that slit' was not involved with the prof}clay alt 11 , 11111c. ("1- X11 18--13-1-5-) The 1-lonicowners objected to the admissibility of this testimony cfuc tO a lack cif' foundation that Ms. Barret lead persoIlial knowledge. It was thele establi shed that W. 13arret was testi Eying based on Iyer rracling of 1he invoices thernselves, rather than any additional information she Could supply. (Tr. at 22: I4-2 3:13.) 1. CMHOA'S APPEAL of DEC1ti10N I PROOF OF SERVICE 2 3 I am a citizen of the United States and a resident of the: State of California. I ani 4 ' employed in San Francisco County, State of California, in the office of a member of the bar of 5 this Court, at whose direction the service was made. I am over the age of 18 years, and not a 6 party to the within action. My business address is Cooley LLP, 101 California Street, 5th Floor, 7 San Francisco, California 94111.5800. My e-mail address is pmines@cooley.com. On g October 14, 2016, 1 served the following documents on the parties listed below in the manner(s) 9 indicated: APPELLANT CONTEMPO MARIN HOMEOWNERS ASsOCIATION'S APPEAL of 10 ARBITRATOR'S DECISION OF AUGUST 2, 2016 I I (BY U.S. MAIL — CCA § 1013a(1)) I am personally and readily familiar with the business practice of Cooley LLP for collection and processing of correspondence 12 for mailing with the United States Postal Service, and I caused such envelopes) 13 with postage thereon fully prepaid to be placed in the United States Postal Service at San Francisco, California. 14 (SY MESSENGER SERVICE —CCP § 1411) I consigned the document(s) to an 15 authorized courier and/or process server for hand delivery on this date. 16 (BY FACSIMILE — CCP § 1013(c)) I am personally and readily familiar with the business practice of Cooley LLP for collection and processing of document(s) to 17 be transmitted by facsimile and I caused such document(s) on this date to be transmitted by facsimile to the offices of addressee(s) at the numbers listed 18 below. 19 ❑ (BY OVERNIGHT MAIL — CCP § 1013(c)) I am personally and readily familiar with the business practice of Cooley LLP for collection and processing of 20 correspondence for overnight delivery, and I caused such document(s) described herein to be deposited for delivery to a facility regularly maintained by Federal 21 Express for overnight delivery. 22 ❑X (BY ELECTRONIC MAIL — CCP § 1010.6(a)(6)) I caused such documents described herein to be sent to the persons at the e-mail addresses listed below. I 23 did not receive, within a reasonable time after the transmission, any electronic 24 message or other indication that the transmission was unsuccessful. 25 26 27 28 1. Coon zY LLP AT URNF.Ti AT LAW PROOF OF SERVICE RE APPELLANT CONTE4IPO MARIN HOMEOWNERS ASSOCIATION'S SAH FMA4019C.D APPEAL OF ARBITRATOR's DECISION OF AUGUST 2, 2016 — SRMC SECTION 24.12.090 I. Via Me, ,se ger-Hand Delive Ms, EAer C. Beirne, City Clerk 2 City of San Rafael 1404 Fifth Avenue 3 San Rafael, CA 94901 Telephone: (415) 485-3060 4 Facsimile: (415) 485-3109 5 Via E -Mail 6 Robert Epstein City Attorney 7 Lisa A. Goldfien Assistant City Attorney 8 City of San Rafael 1400 Fifth Avenue, Room 202 9 Box 151560 San Rafael, CA 94901-1943 10 Telephone: (415) 485-3080 Facsimile: (415) 485-3109 11 E-mail: Lisa.Goldftena..citvofsaiirafael.orssz 12 Via E -Mail and U.S. Mail Neil J. Moran., Esq. The Freitas Law Firm 1108 Fifth Avenue, 3rd Floor San Rafael, CA 94901 Telephone: (415) 456-7500 Facsimile: (415) 456-0266 E-mail: nmoranefreitaslaw.com 13 1 declare under penalty of perjury under the laws of the State of California that the above 14 is true and correct. 15 Executed on October 14, 2016, at San Francisco, California. 16 17 18 Patricia Mines 137857345 v 19 24 21 22 23 24 25 26 27 28 2. COOLLY LLP ATTORNEYS AT LAW PROOF OF SERVICE RE APPELLANT CONTEMPO MARIN HOMEOWNERS ASSOCIATION'ss SAN PRANns�u APPEAL OF ARBITRATOR'S DECISION OF AUGUST 2, 2016 - SRMC SECTION 20.12.090 ARBITRATION OF PETITIONS FOR CAPITAL PASS THROUGHS FOR 2013, 2014 AND 2015 PURSUANT TO TITLE 20 OF CITY OF SAN RAFAEL MUNICIPAL CODE MHC FINANCING LIMITED PARTNERSHIP and its AFFILIATE MHC OPERATING LIMITED PARTNERSHIP, Petitioner, A&M CONTEMPO MARIN HOMEOWNERS' ASSOCIATION, et al., / Respondents. Reporter's Transcript of Proceedings BEFORE ARBITRATOR LAWRENCE BASKIN, ESQ. RESOLUTION REMEDIES 1000 Fourth Street, Eighth Floor San Rafael, California July 19, 2016 10:00 a.m. REPORTED BY: JODY GIBNEY, CSR NO. 12308, RPR AMERICAN REPORTING SERVICES LLC 711 Grand Avenue, Suite 120 San Rafael, CA 94901 (415) 482-9030 * (800) 624-8688 FAX (415) 482-9038 email: Depo@AmericanReportingServices.com Page 1 PROCEEDINGS - 7/19/16 1 INDEX 1 ISSUE - POOL FURNITURE 2 EXAMINATIONS 2 115 WITNESS: JENNIFERBARRETT 3 3 ISSUE - PUMP REPLACEMENT4 Direct Examination By Mr. Moran 4 Cross -Examination By Mr. Bernstein 122 5 WITNESS: JENNIFER BARRETT 5 Redirect Examination By Mr. Moran 126 6 Direct Examination By Mr. Moran 14 6 7 Cross -Examination By Mr. Cooper 25 7 Recross -Examination By Mr. Bernstein 127 8 WITNESS: KEITH MELONEY ISSUE - FITNESS ROOM EQUIPMENT 9 Direct Examination B Y Mr. Cooper 38 8 9 WITNESS: ROBERT ANDREWS 10 Cross -Examination By Mr. Moran 41 10 Direct Examination By Mr. Cooper 128 11 11 WITNESS: JENNIFERBARRETT 12 Direct Examination By Mr. Moran 129 ISSUE - LAWN MOWERS 13 Cross -Examination By Mr. Cooper 133 12 14 ISSUE - LANDSCAPINGIMOWERS 15 13 WITNESS: JENNIFER BARRETT WITNESS: JORGE GONZALEZ 14 Redirect Examination By Mr. Moran 42 16Direct Examination By Mr. Moran 136 15 Recross -Examination By Mr. Cooper 45 17 16 WITNESS: ROBERT ANDREWS 18 Cross -Examination By Mr. Cooper 142 17 Direct Examination By Mr. Moran 52 WITNESS: ROBERT ANDREWS 18 Cross -Examination By Mr. Bernstein 56 19 Recross -Examination By Mr. Cooper 144 19 WITNESS: ROBERT HEINE 20 20 Direct Examination By Mr. Bernstein 59 21 WITNESS: JENNIFERBARRETT 21 Cross -Examination By Mr. Cooper 144 22 22 Direct Examination By Mr. Bernstein 146 23 23 24Direct Examination By Mr. Jaccard 161 24 25 Redirect Examination By Mr. Bernstein 162 25 Page 2 1 ISSUE - DRAINAGE 1 2 WITNESS: RICHARD HEINE WITNESS: JENNIFERBARRETT 2 3 Direct Examination By Mr. Bernstein 166 Direct Examination By Mr. Moran 61 3 4 Cross -Examination By Mr. Moran 170 Cross -Examination By Mr. Cooper 63 q 5 ISSUE - POOL FURNITURE Redirect Examination By Mr. Moran 66 5 6 6 WITNESS: ROBERTANDREWS Direct Examination By Mr. Jaccard 67 7 Direct Exanrination By Mr. Moran 183 7 8 8 ISSUE -HVAC 9 9 70 WITNESS: JENNIFERBARRETT 10 EXHIBITS 10 Direct Examination By Mr. Moran 11 No. Description Mrkd Rcvd 11 12 Respondents' Exhibits: Cross -Examination By Mr. Cooper 75 13 1 Equity Lifestyle 109 109 12 Properties' Petitions to Redirect Examination By Mr. Jaccard 77 14 City of San Rafael 13 15 2 Equity Lifestyle 122 122 14 ISSUE - ROOFING Properties, hic. 15 81 16 Capitalization Policy & WITNESS: JENNIFERBARRETT Procedure 16 17 Direct Examination By Mr. Moran 3 Copy of letter to 169 169 17 18 Jennifer Barrett from Cross -Examination By Mr. Cooper 86 Richard Heine 18 19 Direct Examination By Mr. Moran 90 4 Resolution No. 12014 188 188 19 20 Cross -Examination By Mr. Cooper 96 5 Exhibit 1 to Homeowners' 188 188 20 21 brief 21 ISSUE - ASPHALT REPLACEMENT 22 6 HOA exhibits to 191 191 104 pre -arbitration statement 22 WITNESS: JENNIFERBARRETT 23 23 Direct Examination By Mr. Moran 24 24 Cross -Examination By Mr. Cooper 108 25 25 Redirect Examination By Mr. Moran 114 Page 3 2 (Pages 2 to 5) AMERICAN REPORTING SERVICES (800) 624-8688 Page 4 Page 5 PROCEEDINGS - 7/19/16 1 A. November 1st of 2012. 1 for a long time. 2 Q. The first item on the invoice says 2 THE ARBITRATOR: Okay, very good. Go ahead. 3 October, $1,650. 3 I'm satisfied; she can testify. 4 What is that for? 4 MR. MORAN: Okay. Let's move on to the 5 A. For the chemical adjustments. 5 fourth item on the 2013 petition. 6 Q. And is ELS seeking to pass through that 6 THE ARBITRATOR: Excuse me for one second. 7 expense to the homeowners? 7 MR. MORAN: Yes. 8 A. No, they are not. 8 THE ARBITRATOR: So this might be a little 9 Q. What are the two remaining items on that 9 bit unorthodox in terms of how we would conduct 10 invoice? 10 things, but one way that we might do this, if you're 11 A. It's for additional parts and labor 11 interested, is we could have a series of mini trials, 12 needed to install, actually, lift station No. 15 at 12 if you will. 13 the park, at Contempo Marin. 13 MR. MORAN: Oh, yeah. 14 MR. COOPER: Pd like to interpose an 14 THE ARBITRATOR: And deal with them item by 15 objection. The witness testified earlier that she 15 item or groups of items, and it will help my notes and 16 wasn't involved in this item, so Pm not sure what the 16 my decision-making process, and if it won't throw you 17 basis for her testimony is, so we object based on lack 17 off-- I mean, these three items group together pretty 18 of foundation. 18 readily. There's a couple other places where there's 19 THE ARBITRATOR: All right. 19 some groups of items. I mean, the good news is we 20 MR. MORAN: Q. Are these business records? 20 only have, what did we get this down to — 21 THE ARBITRATOR: Why don't you lay a 21 MR. COOPER: 17. 22 foundation. 22 THE ARBITRATOR: -- 17. So, you know, I want 23 MR. MORAN: Sure. 23 to move it along, but I want it to be a fair hearing 24 Q. Did you obtain business records -- 24 in terms of making sure that you have an opportunity 25 A. Yeah. 25 to present all the information as well as the owners. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 22 Page 24 Q. -- from ELS? 1 So do you want to respond, perhaps, to those? A. Yes, I did. 2 MR. COOPER: Yeah, I think that makes sense, Q. And are these kept in the regular course 3 with the caveat that there may be some additional of business? 4 lines of questioning that doesn't necessarily fall A. Yes, they are. 5 into one of these buckets, and we might like the Q. And do you typically rely on these 6 opportunity at the end of closing Counsel's invoices in performing your duties at ELS? 7 presentation to examine the witness on maybe some A. Yes, I do. 8 summary topics. Q. And is that true for all the properties 9 THE ARBITRATOR: I don't have a problem with that you manage for ELS? 10 that. A. Yes, it is. 11 MR. MORAN: That's agreeable to us. Q. Okay. 12 THE ARBITRATOR: Why don't we do that. Let's A. Thanks. That's all I have. 13 take these Items 1, 2, and 3 ofthe'l3 petition and THE ARBITRATOR: Okay on Items 1, 2 and 3, on 14 let's address them. that? 15 MR. COOPER: Sure. MR. MORAN: Right. 16 CROSS-EXANIINATION BY MR. COOPER THE ARBITRATOR: Let me just ask you also. 17 MR. COOPER: Q. Ms. Barrett, I think you Prior coming here today, did you make inquiries of 18 testified to the effect that you're familiar with the people who would know about these items in order to 19 nature of these items because you deal with sewage have a basis for your testimony? 20 issues regularly and so understand what these invoices THE WITNESS: I spoke with the previous VP 21 are conveying? for California, and more important, I've been with the 22 A. Yes. company for ten years, and I understand the operations 23 Q. So I want to look at the description in of each of the properties, which is why I understand 24 the first two invoices. It's not entirely clear to me what these invoices are saying. I've been doing this 25 what it's describing. It says: 'New ABS lift station Page 23 Page 25 7 (Pages 22 to 25) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 pump." 1 correct? 2 Can you explain to me in as much detail as 2 A. Yes. 3 you can provide what that means, what that job 3 Q. Do you see the word "pump" in there 4 entails? 4 anywhere? 5 A. Sure. So in a lift station, you have a 5 A. No, I do not. 6 pump that is at the bottom of the lift station. As 6 Q. So what about this item leads you to 7 far as the depth, I'm not familiar exactly how deep it 7 believe that this relates to the replacement of a 8 is, and the lift station, actually, the pump pumps the 8 pump? 9 sewage through the system, to then pump it through to 9 A. Because it was the same project. 10 the city. That is my understanding of the lift 10 Q. And what's the basis for your 11 station pumps. 11 understanding that it was the same project? 12 Q. And just unpacking these words here. 12 A. The time period in which all of this was 13 What is ABS? 13 replaced. 14 A. Oh, I do not remember right off the top 14 Q. So I can see that these invoices are all 15 of my head. 15 from the same vendor, SOS, and I can see the dates on 16 Q. Is it your understanding that it's a type 16 top, and the first one says September 1, 2012, and as 17 of pipe, similar to the PVC? 17 Mr. Moran pointed out, there's a line item on there 18 A. I can't answer yes or no on that. 18 that says August, correct? I think you testified that 19 Q. And so when you see this line item here, 19 related to the pH balancing work that was done in 20 'New ABS lift station pump," your interpretation of 20 August? 21 that is that a new pump was installed -- 21 A. Correct. 22 A. Yes. 22 Q. And then the second item is dated 23 Q. -- correct? 23 September 28th, the end of September, and there's 24 And it's not that there was a new pipe 24 another pH balancing item that says September, 25 installed? 25 correct? Page 26 Page 28 1 A. Correct. 1 A. Correct. 2 Q. And is $7,500 the unit cost for the pump 2 Q. And this third item says --October 31st 3 itself, or, for example, the cost for the pump and the 3 is the date of the invoice, and there's a line item 4 installation together? 4 that says October, and that's the pH balancing for 5 A. Looking at this, it would be for both. 5 October, correct? 6 It would be for the installation and the labor. 6 A. I think it says November 1 st in here. 7 Q. And -- 7 Q. Does yours say November 1st? 8 A. Pardon me. The pump and the labor. 8 A. November 1 st. 9 Q. Understood. 9 Q. I see November 1 st at the top. I think 10 And I believe you testified previously that 10 that's maybe a fax transmission stamp. 11 you're not sure which pumps were replaced for Items 1 11 A. I see that, yes. 12 and 2; is that right? 12 Q. In any case, these three invoices are 13 A. Correct, until we look at the Item 3, 13 spread over the course of two months -- 14 which says one of them was No. 15. 14 A. Correct. 15 Q. And what's the reason why you believe 15 Q. -- correct? And each one of them 16 Item 3 tells us that one of them was at No. 15? I 16 reflects, at least the pH balancing maintenance 17 mean, I can see what it says here, "Install new ABS in 17 balancing work that was done in a separate month. So 18 lift station 15," but what about that leads you to 18 I'm still trying to get at -- and you stated that it's 19 believe that these two other invoices relate to lift 19 the timing of these invoices that leads you to believe 20 station 15 as well? 20 that they're part of the same project. 21 A. Because we only installed two lift 21 So I guess I'm just trying to get at what 22 station pumps. We didn't install three, and this 22 about the timing of the invoices leads you to believe 23 references 15. 23 that that's part of the same project? 24 Q. That's right. Do you see this item on 3, 24 A. I don't know. 25 it says: "Install new ABS in lift station No. 15," 25 Q. 'Cuz I see these, I see that they Page 27 8 (Pages 26 to 29) AMERICAN REPORTING SERVICES (800) 624-8688 Page 29 PROCEEDINGS - 7/19/16 1 occurred in three separate months, and it's difficult 1 these three items here on Page 5 on Line 12. 2 for me to draw that conclusion, so I'm trying to see 2 Do you have the copy of the brief that ELS 3 where you're taking that from. 3 gave to Mr. Baskin? 4 Do you have any understanding about the 4 A. Yes. 5 issues with -- the specific issues with the lift 5 Q. And I'm just focused hereon the single 6 station pump at Site 15? 6 bullet point related to these items. It says: 7 A. I do not. 7 116,595.07 for replacement of two ABS lift station 8 Q. And that's true as of the time period of 8 pumps for the sewage system to the 396 home park; 9 October 2012, correct? 9 7,500 per pump, plus $1,595.07 installation." 10 A. Correct. 10 Do you have any understanding as to why ELS 11 Q. And that's currently true as well? 11 characterized in its brief this $1,595 as an 12 A. Correct. 12 installation cost for the pumps? 13 Q. I'm not sure if this question was asked, 13 A. I do not. 14 and perhaps you're answered it, when did you begin 14 MR. COOPER: I think that's all we have on 15 working for ELS? 15 that item. 16 A. hi November of 2006. 16 THE ARBITRATOR: Do you have any testimony 17 Q. And when did you assume responsibility 17 from the homeowners with regard to the items you asked 18 for the Contempo Marin Mobile Home Park? 18 on cross-examination. 19 A. Not direct responsibility, but I became a 19 MR. COOPER: I did speak with the homeowner 20 part of Contempo Marin, I think, in September of '14. 20 about the issue. He's not able to be here today. 21 Q. So prior to September of'14, did you 21 THE ARBITRATOR: Okay. 22 have any involvement in the capital expenditure 22 And, Neil, do you have anybody else that's 23 decision-making process at Contempo Marin? 23 going to talk about these items? 24 A. No, I did not. 24 MR. MORAN: I'll talk to my clients at the 25 Q. Did you have any involvement prior to 25 break and find out. Page 30 1 September of '14 in the capital expenditure petition 1 2 process? 2 3 A. No, I did not. 3 4 Q. Do you have any understanding about 4 5 sewage leaks at Site 15? 5 6 A. No, I do not. 6 7 Q. Do you have any understanding that there 7 8 was -- there were complaints from the resident at that 8 9 site about leaking sewage in the 2012 time period? 9 10 A. No, I do not. 10 11 Q. Do you have an understanding that this 11 12 invoice reflects the repair work that was done in 12 13 response to those complaints at Site 15? 13 14 A. No, I do not. 14 15 Q. Did you have an understanding that the 15 16 pumps that were replaced took place at the other two 16 17 pump stations and not at the pump at Site No. 15? 17 18 A. I do not. 18 19 Q. Is it possible that is the case? 19 20 A. It is possible. 20 21 Q. Mr. Moran had previously -- well, I take 21 22 that back. 22 23 I have in front of me the brief that ELS 23 24 submitted in connection with this arbitration. And 24 25 I'm looking at the characterization of this -- of 25 Page 31 Page 32 THE ARBITRATOR: Anybody know what "ABS" stands for? MR. MORAN: It's the name of the manufacturer of these pumps. THE ARBITRATOR: Okay. MR. MORAN: It also has another meaning in plumbing, which is a type of sewer pipe, plastic sewer pipe. Also polyvinyl chloride is used in some sewage applications, as well as cast iron and -- THE ARBITRATOR: Well, I mean, the reference I would be familiar with would be the abbreviation for PVC, and I'm wondering if ABS is another — an acronym for another type of pipe. MR. MORAN: It is, but there's a manufacturer of sewage injection pumps called ABS, and that's what this is. THE ARBITRATOR: Okay. All right. That's it on Item Nos. 1, 2 and 3. Going to -- MR. COOPER: Before we proceed, just a quick rebuttal on that. It's ELS' burden to show that these expenses qualify, and the fact that Mr. Moran has a characterization or belief about this last item sounds like it's relating to the ejector pump, but I think Page 33 9 (Pages 30 to 33) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 A. What I mean is the lift station is a 1 major expenditure, this was a three-part form that we 2 sealed entity, and so when the workers aren't working 2 would fill out with all the vendor information and the 3 on it, it's closed off so I can't see inside of it. 3 request. This is the way that we tracked capital 4 That's what I meant by I can't physically see it 4 projects in that year, and everybody would have to 5 myself. I can only see that work was being done on 5 sign off on it, and that was the reference to that 6 it, it was closed off. And there were blockades put 6 number. 7 up for safety reasons. 7 Once we submitted the major expense form, the 8 Q. Thank you. 8 accounting team would then give us an MEF number to 9 THE ARBITRATOR: Okay. Moving on to No. 4, 9 correlate with that expense. 10 and I've left a spot in my notes for Mr. Gonzalez when 10 Q. Thank you. 11 he appears. 11 To what purpose at Contempo Marin was a 12 MR. MORAN: So I'll go back to Jennifer 12 sitting mower put? What gets mowed, if anything? 13 Barrett, our witness. 13 A. I don't know what was being done at the 14 ISSUE - MOWERS 14 property during this time period to speak to exactly 15 JENNIFER BARRETT 15 what the lawn mower was used for. 16 REDIRECT EXAMINATION BY MR. MORAN 16 Q. Is there grass? Are there lawns at the 17 MR. MORAN: Q. Jennifer, will you tell us 17 park? 18 what Item 4 is? 18 A. Yes. There's large grassy areas, both on 19 A. Item 4 is a Buck's Saw mower, a Kawasaki 19 the front of the property, all around the lagoon 20 ride -on mower. 20 there's grassy areas, and the tennis courts there's 21 Q. For the record, what is a ride -on mower? 21 large glassy areas. 22 A. It is a lawn mower that you sit on and 22 Q. And are those grassy areas that you just 23 drive versus a push mower. 23 described, are those maintained? Are there people who 24 Q. Okay. And this item is in the amount of 24 cut the grass? 25 $8,603.42? 25 A. There is. Page 42 Page 44 1 A. Yes. 1 Q. And at present, here we are in July 2016, 2 Q. And is there a piece of paper attached to 2 who performs the duties of cutting the grass? 3 our hearing brief at Exhibit A that deals with this? 3 A. We have outsourced it to a vendor, and 4 A. Yes, there is. 4 the vendor's name is Enviroscapes. 5 Q. Seriously, what do you call -- is this a 5 Q. Enviroscapes? 6 screen shot? What is this? Is this an invoice? 6 A. Yes. 7 A. This is a -- an invoice, yes. 7 Q. And is it correct that this Kawasaki 8 Q. Okay. That's right. 8 19 horsepower 44 -inch -- what do you call it, ride -on? 9 Okay. And who is the vendor? 9 A. Ride -on mower. 10 A. The vendor is Buck's Saw Service. 10 Q. -- ride -on mower is no longer in use at 11 Q. Jennifer what -- there's some handwriting 11 Contempo Marin? 12 at the top of that invoice. The date of the invoice, 12 A. I have not seen it in use. I don't know 13 I'll just say for the record, is November 26, 2012; is 13 if it's being used to do our firebreaks every year — 14 that correct? 14 Q. Okay. 15 A. That is correct. 15 A. -- but I have not seen it in use. 16 Q. And at the top right corner is some 16 Q. I'll ask Mr. Gonzalez when he gets here. 17 handwriting that says: "MEF number," and then it 17 Are there ride -on mowers that are used at 18 says: "604012," and it looks like "10." 18 other ELS properties that are used there? 19 Did I read that correctly? 19 A. Yes, several. 20 A. Correct. 20 MR. MORAN: Okay. That's all I have on this 21 Q. What is -- if you know, what does MEF 21 item until Mr. Gonzalez gets here. 22 mean in that context? 22 THE ARBITRATOR: Nate. 23 A. Major expenditure form. 23 RECROSS -EXAMINATION BY MR. COOPER 24 Q. Tell us what that is in simple words. 24 MR. COOPER: Q. Jennifer, I believe you 25 A. So during this year, we -- when we had a 25 testified previously that you weren't involved in the Page 43 12 (Pages 42 to 45) AMERICAN REPORTING SERVICES (800) 624-8688 Page 45 PROCEEDINGS - 7/19/16 1 MR. BERNSTEIN: Q. And I think you told us 1 at issue today were ever provided to the homeowners? 2 on direct examination, and this is a quote I wrote 2 A. I don't know. I wasn't involved with 3 down, and you can correct me, "Our company is pretty 3 that property then. 4 firm when it comes to cap X decision-making." 4 Q. You don't have any of these MEF forms 5 A. Yes. 5 from the 2012 to 2014 expenditures with you today, do 6 Q. Isn't that right? 6 you? 7 So one of the policies of the company was to 7 A. No, I do not. 8 fill out what's called an MEF form for each 8 Q. So if don't have those forms, you would 9 expenditure exceeding a thousand dollars; isn't that 9 agree that those forms were never provided to us? 10 true? 10 A. I didn't look for those forms. When 11 A. That was true. That has changed since -- 11 preparing the packets we were required prepare, I 12 so in the -- I explained, in 2012 and 2013 -- it was 12 didn't -- even for this submission last year, I did 13 like in 2013 the MEF process went away, but a new 13 not send in any forms, documentation from our back 14 system came into play. 14 end, our office. 15 Q. Okay. So in the period before the most 15 Q. So just to be clear, when preparing the 16 recent procedures were implemented, an MEF form was 16 petitions that are at issue today, you did not look 17 required for any expenditure over one thousand 17 for these MEF forms? 18 dollars? 18 A. No, the MEF form is an internal document 19 A. Correct. 19 that's used. It's not meant to distribute to any 20 Q. And just for the record, MEF stands for 20 residents. It's an internal document. 21 major expense form; isn't that right? 21 Q. Now I want to draw your attention to the 22 A. Correct. 22 capitalization policy and procedure, which was 23 Q. And these forms, they don't get thrown 23 recently labeled Exhibit 2. 24 away, do they? 24 Do you have that document before you? 25 A. They should not be thrown away. 25 A. Yes. Page 150 Page 152 1 Q. In fact, they're kept at the Contempo 1 Q. Now, this is the policy that came into 2 Marin office in the office itself, isn't that true? 2 place in January of 2014; isn't that right? 3 A. I don't know where they're kept. 3 THE ARBITRATOR: Here, I'll share mine. 4 MR. MORAN: Objection; overbroad as to time. 4 THE WITNESS: Yes. 5 MR. BROWN: Q. These forms, to the best of 5 MR. BERNSTEIN: Q. Yes, it is? 6 your knowledge, are not disposed of, isn't that true? 6 A. It's dated January of 2014. 7 THE ARBITRATOR: You're talking about since 7 Q. So this is the policy that would have 8 she came to Contempo Marin in 2014? 8 applied to each expenditure that took place in 2014 9 MR. BERNSTEIN: I believe the questioning has 9 and in 2015; is that right? 10 changed slightly. Ms. Barrett explained that the MEF 10 A. Yes. 11 forms were in place before the most recent policy. So 11 Q. I'd like to draw your attention to the 12 let me limit my questions, then, to 2012 until the 12 third page of that document. I'd like you to read 13 most recent procedures were implemented, which, I 13 silently while I read aloud. 14 believe, were in January of 2014. 14 "A capital expenditure project request needs 15 THE ARBITRATOR: So then your question would 15 to be completed for the entire project. When entering 16 be at ELS facilities, were the MEF forms kept in the 16 a project into the cap X system, as much" -- 17 respective offices'cuz she couldn't speak 17 THE ARBITRATOR: Wait, wait, wait, Max. 18 specifically to Contempo Marin. 18 Where are you reading? 19 MR. BERNSTEIN: Q. Okay, Ms. Barrett, so to 19 MR. BERNSTEIN: I apologize. It's the top of 20 the best of your knowledge, these MEF forms from 2012 20 Page 3, Paragraph 2. 21 to 2014, they were maintained by ELS at their 21 THE ARBITRATOR: Oh, okay. I got it. 22 respective offices; isn't that right. 22 MR. BROWN: Read slowly so that the court 23 A. They should be, yes. 23 reporter can get it down. 24 Q. But to the best of your knowledge, none 24 MR. BERNSTEIN: Q. "When entering a project 25 of these MEF form in connection with any of the items 25 into the cap X system, as much detail as possible Page 151 Page 153 39 (Pages 150 to 153) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 should be provided, including but not limited to 1 A. I wouldn't say there's a freeze on 2 project reason descriptions, invoice descriptions, 2 accessing the documents. 3 comment boxes and backup documentation, such as bids, 3 Q. Well, let me get this clear, Ms. Barrett. 4 insurance certificates, and photos." 4 If your boss needed a document, say, because of a 5 Did I read that correctly? 5 litigation, are you telling us that you would not be 6 A. You did read that correctly. 6 able to access that document? 7 Q. You told us before that you ensure that 7 A. I'm not saying that. I m not -- wouldn't 8 these procedures are followed; is that right? 8 be able to access it. We would be able to obtain that 9 A. Yes. 9 document. 10 Q. So that means that for each capital 10 Q. You would be able to obtain any document 11 expenditure project, all of these various forms of 11 on the cap X system? 12 documentation are kept; is that also true? 12 A. I don't know about "any document." 13 A. Yes, that is correct. 13 Q. Can you identify any document on the cap 14 Q. These various forms of documents are kept 14 X system that you would not be able to obtain if it 15 in what's referred to in this document cap X system; 15 was necessary? 16 is that right? 16 A. I would not be able to drill down and 17 A. Correct. 17 answer that question without having a specific 18 Q. Are you familiar with the cap X system? 18 question on which document you're asking for. 19 A. Yes. 19 Q. Okay. Well, let's look at this. Every 20 Q. And do you have access to the cap X 20 single project requires a project reason description. 21 system? 21 That's what the procedure says, right? 22 A. Yes. 22 A. Yes. 23 Q. Would you agree that its relatively -- 23 Q. So that means for every project at issue 24 or fairly easy for an ELS employee to take a document 24 today that took place in 2014 and 2015, it was 25 off of the cap X system? 25 required by these procedures that a project reason Page 154 Page 156 1 A. No, I wouldn't agree with that. 1 description be drafted; isn't that right? 2 Q. Would you agree that if properly 2 A. Yes. 3 authorized, an ELS employee could get a document off 3 Q. And to the best of your understanding, 4 of the cap X system? 4 those procedures were followed? 5 MR. MORAN: Objection; vague. Vague as to 5 A. Yes. 6 time, what document, when. 6 Q. So that means that somewhere on the cap X 7 THE ARBITRATOR: Go ahead. 7 system maintained by ELS every project at issue today 8 THE WITNESS: That was my question. What 8 has a project reason description? 9 documents are you speaking ot? 9 A. Yes. 10 MR. BERNSTEIN: Q. Well, let's say that your 10 Q. Would you be able to access the project 11 boss came to you and said, I want a document from the 11 reason description associated with the petition items 12 cap X system. Would you be able to get that document? 12 at issue today? 13 A. It depends on the document. 13 A. Yes. 14 Q. Tell us, which documents can you not 14 Q. And would you be able to take those 15 access? 15 documents and print them out if needed and authorized 16 A. I can't -- I would have -- so, for 16 by ELS? 17 example, if I wanted to go in there today for a 17 A. So the way the system is, it's not a 18 project that has not been started yet and look at 18 document in there for the description. It's a 19 proposals, I can go do that. If the project has been 19 step-by-step template that you complete. So it's not 20 started, I would have to go -- and we've chosen a 20 a printable document. 21 vendor, I wouldn't be able to pull those proposals now 21 Q. Well, certainly there's a way to take 22 that it's been started. 22 information from the system and use it in paper form; 23 Q. So once a project has been started 23 isn't that right? 24 there's a freeze on accessing documents in the cap X 24 A. Yes. 25 system? 25 Q. So you could have gotten these project Page 155 40 (Pages 154 to 157) AMERICAN REPORTING SERVICES (800) 624-8688 Page 157 PROCEEDINGS - 7/19/16 1 reason descriptions off of the system and provided 1 bids. And those were also entered into the cap X 2 them to the homeowners; isn't that right? 2 system? 3 A. I could have, yes. 3 A. Correct. 4 Q. But you did not? 4 Q. And I believe you described some of the 5 A. So these items for -- and I'm going to 5 bids. For example, you mentioned with the roof that 6 speak to my year -- were discussed with the 6 proposals came in for 110- and $150,000? 7 homeowners. So it wasn't an option -- I didn't even 7 A. Right. 8 think that there was a need to go into our internal 8 Q. And those bids were entered into the cap 9 system, print something off, and give it to the 9 X system following the procedure outlined here? 10 homeowners because they were involved with all of 10 A. Correct. 11 this. 11 Q. But those bids were not provided in 12 The one thing that I didn't do was I didn't 12 connection with any of the petitions at issue today? 13 write it down and follow up in email. But they were 13 A. No. 14 definitely involved. I couldn't speak for 2012, 2013, 14 Q. In fact, no bids of any kind, other than 15 but I can speak for late '14 and '15, they were very 15 those that were ultimately acted on, were provided to 16 involved with what we were doing on the property. 16 the homeowners or the City through a petition system? 17 Q. So, Ms. Barrett, just for clarity, you 17 A. Correct. 18 did not produce -- or rather you did not print project 18 Q. Looking here, there's also photos of each 19 reason descriptions and provide them with the 19 project at issue today. And those photos -- is that 20 petitions issues to the City? Tbat's a yes, you did 20 correct? 21 not do that? 21 A. Yes. 22 A. I'm not going to say yes because there's 22 Q. And those photos were not provided to the 23 a process in the capital expenditures that, for 23 homeowners or the City through the petitions at issue 24 example, the moneys that we're going to spend in 2017, 24 today? 25 we're already planning those projects. So it's done 25 A. No. Page 158 1 prior to the new year, prior to the expenditures, 1 2 unless it is an un -budgeted request, meaning it's an 2 3 emergency situation. So those items have already been 3 4 discussed with the homeowners before they even go into 4 5 the system, so we plan a year in advance. 5 6 Q. Ms. Barrett, I appreciate your answer. 6 7 Let's put aside for a second the discussion with the 7 8 homeowners. 8 9 A. Sure. 9 10 Q. This is a very straightforward question. 10 11 The project reason descriptions that were in 11 12 the cap X system, they were not printed out and 12 13 provided to the City as part of 2013, 2014 and 2015 13 14 petitions; isn't that right? 14 15 A. So they wouldn't have been printed out 15 16 for 2013 or 2014 'cuz the cap X system didn't exist at 16 17 that time; it was just getting off the ground. And 17 18 for 2015 they were not. 18 19 Q. Looking at some of these other items, 19 20 there's also comment boxes that are contained within 20 21 the cap X system. Those were not printed out and 21 22 provided with any petition to the City -- 22 23 A. No. 23 24 Q. -- isn't that right? 24 25 We have here backup documentation, such as 25 Page 159 Page 160 MR. BERNSTEIN: No further questions at this time. THE ARBITRATOR: Okay. DIRECT EXAMINATION BY MR. JACCARD MR. JACCARD: Q. Jennifer, I'd like to call your attention to the language that Max asked you to read at the very beginning. A. Yes. Q. And it says, "When entering a project into the cap X system, as much detail as possible should be provided." That doesn't say does that every one of these items necessarily is provided? A. Correct. Q. So for any particular project, some of these things may not be provided? A. Correct. Q. Based on whoever is making the input decision to input whatever is put in the system? A. Correct. Q. So Max's assumption that each one of these items exist for every project isn't true, correct? A. Correct. MR. JACCARD: Thank you. Page 161 41 (Pages 158 to 161) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 THE ARBITRATOR: Okay. 1 So we're waiting for Mr. Heine; is that 2 MR. BERNSTEIN: Mr. Baskin, may I ask one 2 right? 3 more short line of questioning of Ms. Barrett? 3 MR. MORAN: Mr. Heine. 4 THE ARBITRATOR: I don't know. It depends on 4 THE ARBITRATOR: We can go offthe record. 5 what it's about. 5 (Discussion held offthe record.) 6 MR. BERNSTEIN: It's about a very related 6 THE ARBITRATOR: I'd like to entertain from 7 issue. It's about the contracts at issue in this 7 respective Counsel, Neil and Nate or whoever Nate 8 case. 8 wants to designate -- 9 THE ARBITRATOR: Go ahead. 9 MR. ANDREWS: Excuse me. May I -- can we 10 REDIRECT EXAMINATION BY MR. BERNSTEIN 10 release Jorge? 11 MR. BERNSTEIN: Q. Ms. Barrett, you also 11 (Discussion held offthe record.) 12 mentioned that the standard contracts with the vendor 12 THE ARBITRATOR: What I'd like to hear is 13 is 30 pages long; isn't that right. 13 from the petitioners with regard to each of these 14 A. I might have been exaggerating a little 14 items that remain on the list whether or not they're 15 bit. I'm not sure exactly how many pages, but it's 15 seeking the pass through as a capital replacement or a 16 pretty lengthy. 16 capital improvement. 17 Q. There's a lengthy contract -- 17 MR. MORAN: Yes. 18 A. Yes. 18 THE ARBITRATOR: And then hear from you as to 19 Q. -- with each vendor? 19 whether or not you think it's a capital improvement, 20 A. Yes. 20 capital replacement, or maybe you are going to argue 21 Q. And that's to protect ELS? 21 that it's maintenance and repair. And I'd like to 22 A. Yes. 22 know where we're going with that. I'm required to 23 Q. So you make sure that every transaction 23 make specific findings on the issues, so I should know 24 of a big nature is going to have one of these 24 what is being requested. 25 contracts, right? 25 MR. MORAN: Excellent. Could we have a short Page 162 Page 164 1 A. Correct. 1 break so 1 can talk to the client representatives 2 Q. You would agree that in these contracts, 2 about that? 3 I believe this is actually a quote from your earlier 3 THE ARBITRATOR: Sure. 4 testimony, it reads what the job would be; isn't that 4 [Short recess.] 5 true? 5 THE ARBITRATOR: You guys wanted to present 6 A. Correct. 6 some testimony about homeowners' communications or 7 Q. That's written into the contract. But 7 decision-making? 8 other than the one or two-page excerpts that we've 8 MR. COOPER: We did. I think that Neil had 9 already discussed, none of those contracts were 9 wanted to call Robert on that issue, but were happy 10 attached to the petitions provided to the City; isn't 10 to -- 11 that true? 11 THE ARBITRATOR: You want to call Robert and 12 A. Correct. 12 then they're going to respond? 13 Q. But you did keep those contracts? 13 MR. MORAN: I'll let them put on their case, 14 A. Yes. 14 and then I'll have Robert bat cleanup. 15 MR. BERNSTEIN: No further questions. 15 THE ARBITRATOR: Is that all right with you? 16 RECROSS-EXANIINATION BY MR. JACCARD 16 MR. COOPER: Yes, it is. 17 MR. JACCARD: Q. Isn't it true that on our 17 THE ARBITRATOR: Okay. 18 standard form contract, the description of work is 18 MR. BERNSTEIN: We'll go ahead and get 19 actually not entered into the contract? It's actually 19 started by talking to Mr. Heine a little bit. 20 in Exhibit A, which is typically the vendor's 20 Q. Mr. Heine, you mentioned before that 21 proposal, which in those cases is the documents here? 21 you're currently the CM HOA president and a resident? 22 A. Yes, correct. 22 A. I should point out that even though I 23 THE ARBITRATOR: Okay. Any other questions? 23 talked earlier, I haven't been sworn. 24 MR. JACCARD: No. 24 Q. Oh, okay. Well, let's swear in Mr. 25 THE ARBITRATOR: Any more here? 25 Heine. Page 163 Page 165 42 (Pages 162 to 165) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 The City -- this has to do with the -- I nm into this 1 council in enacting every ordinance has to consider 2 every year or every time we have a petition or appeal 2 the various competing interests that are presented 3 and I get the same argument that there's some 3 before it, and it makes certain decisions on how to 4 excruciating piece of detail we didn't supply. And 4 balance those interests, and then they also set out 5 today we got the ultimate, which is that even though 5 certain requirements to be met, and oftentimes those 6 under our cap X policies there is actually no 6 are based on principles of due process or fairness, in 7 document -- may I see the declaration that's received 7 the judgment of the city council. 8 in evidence of -- 'cuz I -- 8 We, in this room, some of us may disagree 9 Here it is. The cap X policy. It was -- 9 with where the city council came down in wording an 10 it's going to absurd lengths that even though -- the 10 ordinance in a particular way or the decisions they 11 argument is that even though there's not a specific 11 made, but that's not our job today. Our job is to 12 document that would contain the excruciatingly 12 follow the ordinance as it's written and the ordinance 13 detailed information that we went through, the project 13 simply says that "the petitioner shall file," not may 14 reason description -- so I'm at Page 3 at the top of 14 file or can file, but "shall file with the city clerk 15 the capitalization policy and procedure. 15 all information reasonably available in support of any 16 Jennifer Barrett testified that actually the 16 proposed increase of rent." 17 project reason descriptions are not in a document; 17 It doesn't use the term document, it doesn't 18 they're in an electronic place, and there would be a 18 say that you shall file information if it's contained 19 way to extract it, but it wouldn't be a document. 19 in the form of a paper document. It says "all 20 The invoice descriptions are actually not a 20 information." And we all know very well, those of us 21 document. They're in some electronic form, so one 21 in this room who have litigated, that if this 22 couldn't simply print a document that would have that. 22 information on their cap X system had been requested 23 But I tell you from having done this since 23 in discovery, it absolutely would be readily 24 2006 that no matter what we provide, we're always 24 available, very easily produced, whether in electronic 25 accused of not providing enough. So the statute, the 25 form or reduced to paper form. If they received a Page 214 Page 216 1 ordinance at 20.120.040 doesn't say we have to supply 1 search warrant from the prosecutor and had to produce 2 every excruciatingly detailed piece of information. 2 the information, absolutely, it would be readily 3 It says that we have to file with the city clerk all 3 available. I guarantee it. 4 information reasonably available. And we've done 4 And so the point is that the statute sets out 5 that. 5 a number of requirements that have to be met before 6 Now, there was some -- we did not have -- 6 the petitioner can get a pass through. It has to 7 submit at the beginning the proposal dated 7 comply with the definition of capital improvement, or 8 February 19th to Mr. Linscott's, the work that Mr. -- 8 it has to comply with the definition and requirements 9 that Linscott did, and I'm sorry for that. It was 9 of a capital replacement, and as well, it also needs 10 referred to -- we submitted the invoice, but the 10 to comply with this requirement to produce all 11 invoice referred to a proposal. So I made the 11 information reasonably available that supports the 12 independent decision that we should supply the 12 proposed increase. 13 corresponding -- it was -- it's Item No. 5, Linscott 13 Here, the testimony is very, very clear that 14 Engineering, $12,708. It refers to a February 18th, 14 there's all manner of information related to the 15 2014, proposal, so I belatedly produced the proposal 15 sought pass throughs that is available and hasn't been 16 last Thursday, which is on the day that Jennifer 16 provided, and so our very elemental point here is that 17 Barrett found it and gave it to me, and I got it over 17 the requirement of the statute hasn't been met, and 18 to opposing counsel on the same day. 18 therefore, the petitions must be denied because they 19 But other than that, I think we've met our 19 don't comply with the plain language in the ordinance. 20 burden under the statute. 20 THE ARBITRATOR: Okay, submitted? 21 Thank you. 21 MR. MORAN: Yes, thank you. 22 MR. BROWN: Just one follow-up on that. It 22 MR. COOPER: Submitted, yes. 23 is true at that time on the ordinance doesn't use the 23 THE ARBITRATOR: Thank you all for your help 24 word excruciatingly. The ordinance has the language 24 in being here. 25 that it has, but what I would say is that every city 25 THE REPORTER: Who would like a copy of the Page 215 Page 217 55 (Pages 214 to 217) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 transcript? 2 MR. COOPER: We'd like a copy. You can send 3 it to me. 4 MR. MORAN: Yes, Jody. 5 [Proceedings concluded at 4:06 p.m.] 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 218 1 I, Jody Gibney, R.P.R., C.S.R. No. 12308, a 2 Certified Shorthand Reporter in and for the State of 3 California, do hereby certify: 4 That the foregoing proceedings and testimony 5 were taken before me at the time and place set forth 6 and was taken down by me in shorthand and thereafter 7 reduced to computerized transcription under my 8 direction and supervision, and I hereby certify the 9 foregoing testimony is a full, true and correct 10 transcript of my shorthand notes so taken. 11 I further certify that I am neither counsel 12 for nor related to any party to said action nor in any 13 way interested in the outcome thereof. 14 IN WITNESS WHEREOF, I have hereunto 15 subscribed my name this _ day of 2016. 16 17 Jody Gibney 18 Certified Shorthand Reporter No. 12308, RPR 19 20 21 22 23 24 25 Page 219 56 (Pages 218 to 219) AMERICAN REPORTING SERVICES (800) 624-8688 1 2 3 4 5 7 8 9 10 Neil J. Moran, Esq. (SBN 96597) THE FREITAS LAW FIRM, LLP 1108 Fifth Avenue, Third Floor San Rafael, CA 94901 Telephone: (415) 456-7500 Email: nmoran(a,freitaslaw.com Attorneys for Respondents IN THE MATTER OF ARBITRATION OF PETITIONS FOR CAPITAL PASS THROUGHS FOR 2013, 2014 AND 2015 PURSUANT TO TITLE 20 OF CITY OF SAN RAFAEL MUNICIPAL CODE MHC Financing Limited Partnership and its affiliate MHC Operating Limited Partnership Petitioners, V. 11 CONTEMPO MARIN HOMEOWNER'S 12 ASSOCIATION, ET AL. 13 Respondents. 14 CONTEMPO MARIN HOMEOWNERS 15 ASSOCIATION, 16 Appellants 17 V. 18 MHC Financing Limited Partnership and its affiliate MHC Operating 19 Limited Partnership 20 Respondents 21 Respondent's Brief in Response to Contempo HOA's Appeal of Arbitrator's Decision of August 2, 2016 City Council Meeting Date: November 7, 2016 Time: 7:00 p.m. 22 23 Respondent MHC Financing Limited Partnership and its affiliate MHC Operating 24 Limited Partnership, formerly Equity Lifestyle Properties ("the Park Owner"), submit the 25 following brief in support of Arbitrator Lawrence Baskin's August 2, 2016 Statement of 26 Decision. Exhibit A. 27 ►: 00096328.DOC 1 PARK OWNER'S RESPONDING BRIEF 1 2 1. THE HOA'S STRATEGY: "CONFUSE, CONFOUND AND DELAY" 3 Since 2005, the Park Owner has spent more than $500,000 on capital improvements and 4 capital replacements benefitting the Park residents. 5 Since 2005, the Contempo Marin Homeowners' Association ("Contempo HOA") has 6 7 followed a steady path of "C.C.D." — Confuse, Confound and Delay. 8 Since 2005 the Contempo HOA has objected to every item on every petition to pass 9 through capital expenditures to the Park's residents, a right afforded the Park Owner Park 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 by the City of San Rafael's Mobile Home Rent Stabilization ordinance. Consistent with its practice of delay, after it filed this appeal, the Contempo HOA violated Section 20.12.090, which requires the appealing party to lodge the hearing transcript with the City'. The HOA failed to lodge the hearing transcript with the City as required by 20.12.090 - Appeal. Only after the Park Owner lodged the hearing transcript did this appeal get set for hearing. And just as the rooster crows before the sun rises each morning, the Contempo HOA again complains that the Park Owner has not provided "...all information reasonably available in support of " a rent increase." 2. THE CONTEMPO MARIN MOBILE HOME PARK The Contempo Marin Mobile Home Park is located at 400 Yosemite Road in Terra Linda (the "Park") and consists of 396 spaces for mobile homes. The Park Owner and operator is MHC ' 20.12.090. The appealing party shall cause a transcript to be prepared by the certified court reporter. Within fifteen (15) days after the original transcript is filed with the city clerk the appeal will be set for hearing. 00096328.DOC 2 PARK OWNER'S RESPONDING BRIEF I Financing Limited Partnership and its affiliate MHC Operating Limited Partnership, formerly 2 Equity Lifestyle Properties. Under Title 20 of the San Rafael Municipal Code, "Mobile Home 3 Rent Stabilization," the Park Owner is entitled to pass through to the Park's residents capital 4 improvements and capital replacements qualifying under §20.04.020,¶¶ B or C respectively. Y• 5 3. THE 2013, 2014 and 2015 PETITIONS D 7 Mutually agreed arbitrator Lawrence A. Basking heard and decided the Park Owner's 8 three petitions to pass through to Park residents $188,911 in capital expenditures: 9 • September 27, 2013 Petition in the total amount of $37,9063 for capital 10 expenditures incurred during the period 2012-13 for five items, consisting of replacement of a lift station pump, replacement of a second lift station 11 pump, installation and parts for the replacement and repair of the lift 12 stations, replacement of a large "sitting" grass mower and engineered drainage improvements by Linscott Engineering. EXHIBIT B. (These 13 five items are identified in the Arbitrator's Decision at page 2 as Items 1 to 5.) 14 • September 26, 2014 Petition in the amount of $32,888 for capital 15 expenditures incurred during 2014 consisting of seven items: replacement 16 of the HVAC system for the Park's Clubhouse and office; permits for the same; replacement of the Lagoon Pump Gage; replacement of a section of 17 a water main line adjacent to 77-78 Yosemite, replacement of a section of 18 a water main line adjacent to 253 Teton, and replacement of gym equipment. EXHIBIT C. (These five items are identified in the 19 Arbitrator's Decision at page 2 as Items 6 to 12.) 20 • September 28, 2015 Petition in the amount of $118,117 for capital 21 expenditures incurred in 2015 for new roofs over the Laundry Room and Clubhouse, a new concrete pathway, new Clubhouse and Pool furniture, 22 and new Fitness Room equipment. EXHIBIT D. (These five items are identified in the Arbitrator's Decision at pages 2 and 3 as Items 13 to 19.) 23 24 25 g San Rafael attorney Lawrence R. Baskin of Resolution Remedies was admitted to practice law in California 46 years ago in 1970, is a past president of the Marin County Bar Association, and current Director of the Stinson Beach 26 County Water District. 3 The amounts stated in this brief for each pass-thru petition are rounded to the nearest dollar for ease of reading. The 27 precise amounts are: 2013 Petition: $37,906.49. 28 2014 Petition: $32,887.97 2015 Petition: $118,117.18. 00096328.DOC 3 PARK OWNER'S RESPONDING BRIEF 1 4. THE ARBITRATION HEARING AND THE ARBITRATOR'S AUGUST 2, 2016 STATEMENT OF DECISION 2 The Contempo HOA proposed as the binding arbitrator Lawrence A. Baskin. The Park 3 4 Owner agreed. The July 21, 2016 arbitration hearing was thorough, and the arbitrator's analysis 5 was rigorous. Arbitrator Baskin took oral testimony under oath, considered documentary 6 evidence, and read briefs submitted by each side. The Park Owner dropped a number of items at 7 the hearing and the Arbitrator ruled against the Park Owner on a number of items. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 For each item approved by an arbitrator to be passed through to Park residents, the arbitrator made a specific finding that: • the item materially benefited Park residents, • added value to the Park, and • qualified as either a capital improvement or capital replacement as defined in Municipal Code Section 20.04.020(b) and (c). The Arbitrator's detailed analysis of each of the 19 items begins at page 5 of his Award and ends at page 9. Of the $188,911 the Park Owner originally sought in the three year's petitions, Arbitrator Baskin awarded the Park Owner $148,435 (equivalent to $375 per space). Moreover, although not permitted by the City's Ordinance, or law, the Arbitrator's award grants the Park's residents 18 months' time to pay, in monthly installments of $20.82. The hearing conducted by Arbitrator was fair, his review of testimony was thorough, and his reasoning is cogent. Accordingly, the Park Owner does not appeal the Arbitrator's rulings against the Park Owner on a number of items, or the Arbitrator's philanthropic, but unauthorized, decision to permit the Park's residents to pay over 18 months. 00096328.DOC 4 PARK OWNER'S RESPONDING BRIEF I The Contempo HOA now asks the City Council to deny 100% of the Arbitrator's 2 $148,435 award. 3 5. THE CONTEMPO HOA'S APPEAL SHOULD BE DENIED 4 The sole issue on appeal is whether the Park Owner provided the arbitrator and residents 5 "all information reasonably available ... in support of... " a rent increase.4 The key word is 6 7 "reasonably. " 8 The Park Owner provided all information reasonably available. For example, for Item 9 No. 1 in the 2013 Petition, $7,500 Replace Lift Station Pump, the Park Owner's original Petition 10 attaches the following documentation in support of the capital expenditure: 11 • System Operation Service' ("SOS") Invoice 12-0901 with the description "New 12 ABS Lift Station Pump" and the $7,500 item circled; 13 • Face side of ELS payment check to SOS, #1081559 showing Systems Operation 14 Services, Inc. as the payee; ELS as the payor; 15 . The back side of ELS payment check showing it was negotiated by SOS and 16 deposited into SOS's Bank of America account number 0175109718. 17 The Contempo HOA's appeal is revealing for what it does not contests: 18 • The Contempo HOA does not contest that the Park Owner actually spent $188,911 on 19 20 capital expenditures over a three-year period. 21 4 20.12.040 - Supporting information. Within thirty (30) days after the filing of a petition, the homeowners 22 and the owner/operator shall file with the city clerk all information reasonably available in support of or opposition to any proposed increase of rent. Copies of said supporting information shall be provided to 23 the opposing party and the arbitrator. 24 ' Arthur Conan Doyle's short story, Silver Blaze, demonstrates that the absence of something can be more 25 significant than its presence: Gregory (Scotland Yard detective): "Is there any other point to which you would wish to draw my 26 attention? " Holmes: "To the curious incident of the dog in the night-time. " 27 Gregory: "The dog did nothing in the night-time. " Holmes: "That was the curious incident." 28 00096328.DOC 5 PARK OWNER'S RESPONDING BRIEF I • The Contempo HOA does not contest the Arbitrator's finding that $148,435 in capital 2 expenditures qualify as a "capital improvement" or "capital replacement" as defined 3 in San Rafael Municipal Code §§ 20.04.020 (B) and (C). 4 • Nor does the Contempo HOA contest the Arbitrator's finding that $148,435 in capital 5 6 expenditures "materially benefit Park residents, " 7 • The Contempo HOA does not contest that the Park Owner's $148,435 in capital 8 expenditures "add value to the Pare, " 9 • And, of course, the Contempo HOA does not contest the Arbitrator's largesse in 10 permitting the Park's residents to pay the approved expenditures over 18 months. 11 12 As to the Contempo HOA's sole argument in this appeal, Arbitrator Baskin considered 13 and rejected the exact same argument, pointing out that the ordinance does not define the ambit of 14 "all information reasonably available. " (August 2, 2016 Award at 4:27-5:1) 15 Arbitrator Baskin considered for each of the 19 items whether a "paucity of information 16 17 affected the ability of ELS to meet its burden of proof on each of the 19 items for which the Park 18 Owner sought reimbursement. 19 In addition, the Arbitrator's award cited documentation provided by ELS in support of its 20 petitions, organized by each of the 19 items. 21 The Contempo HOA complains of "willful failure to Comply, 7" a claim expressly rejected 22 23 in the Arbitrator's Award at page 5, line 1, "There is no evidence ELS purposely withheld 24 information. " 25 26 5 Municipal Code Section 20.04.020(b). 27 6 Municipal Code Section 20.04.020(b) and (c) 28 7 Contempo HOA's Appeal Brief, 1:13-14. 00096328.DOC 6 PARK OWNER'S RESPONDING BRIEF I The Contempo HOA cries wolf about "potential abuses, 81, without establishing any 2 actual abuses. 3 In its appeal brief, appellant argues that the Park Owner must provide minutia: long form 4 contracts, computer data ("Cap X System') and long -disused "Major Expenditure" forms. 5 6 • "Major Expenditure" forms that have not been used since 2013. (Appellant's Brief 7 4:10-21). 8 • Cap Ex System computer data. This is a back-office computer program that contains 9 proprietary information unavailable to the Park Owner's competitors. For each project, the 10 data in this program contains only a brief description of the project and relates primarily to 11 12 the accounting entries for the expenditures. 13 • Long -form Contracts. Appellant complains bitterly that the Park Owner has not produced 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 long form contracts. These contracts describe the scope of work for each project by attaching the vendor's proposal as an exhibit to the contract (and we note that the Park Owner provided copies of these same proposals to the HOA with its 2013, 2014 and 2015 petitions). The balance of the contracts are boiler -plate terms and conditions such as payment terms, time for completion, contractor's duties, liens and claims, warranty, indemnification, insurance requirements, subcontractor terms, general provisions, waiver of certain claims, representation and warranties, protection of persons and property, and other information that is not relevant to whether or not an expenditure is appropriate for "pass-through" under the City's ordinance. Accordingly, the contracts do not contain any additional information relevant to determining whether an expenditure is eligible for "pass through" under the City's ordinance. 8 Contempo HOA's Appeal Brief, 1:14-17. 00096328.DOC 7 PARK OWNER'S RESPONDING BRIEF I If the Council believes that "all information reasonably available... " requires the Park 2 Owner to provide its long -form contracts for certain expenditures, the Park Owner attaches them 3 (to the extent they exist) and requests the City Council accept the long -form contracts pursuant to 4 Section 20.12.090 which allows the Council to permit additional evidence at the hearing on the 5 6 appeal. 7 Exhibit Petition Number Vendor or Provider Date of Amount Agreement 8 E 2013 Petition; Linscott Engineering February 21, 2013 $12,708 Arbitrator's Item 9 #5 10 F 2014 Petition; Linscott Engineering February 25, 2014 $5,627.86 Arbitrator's Item 11 #8 12 G 2014 Petition; Caron Climate May 13, 2014 $14,400 Arbitrator's Item 13 #6 Control 14 H 2014 Petition; Caron Climate August 8, 2014 $1,720 15 Arbitrator's Item Change Order to additional #7 Control May 13, 2014 16 Agreement I 2015 Petition; American Asphalt February 3, 2015 $9,280 17 Arbitrator's Item 18 #15 Repair 19 J 2015 Petition; Thomas Brooke July 1, 2015 $68,500 20 Arbitrator's Item plus #13 & 14 Construction $5,500 21 additional K 2014 Petition, Thomas Brooke July 9, 2015 $3,200 22 Arbitrator's Item 23 #19 Construction 24 25 6. THE PRESUMPTION OF CORRECTNESS 26 The most fundamental rule of appellate review is that an appealed judgment or order is presumed 27 to be correct. Denham v. Superior Court (1970) 2 Cal.3d 557, 564. The presumption of 28 correctness applies even on de novo review. Reyes v. Kosha (1998) 65 Cal.App.4' 451, 466. That, of course, is why an appellant must ordinarily post a bond of 150% of a judgment to stay 00096328.DOC 8 PARK OWNER'S RESPONDING BRIEF 1 enforcement during the pendency of an appeal. Here, unfortunately, the Park Owner is not afforded that basic protection against meritless appeals. 2 7. CONCLUSION 3 4 The Contempo HOA seeks to make the pass through process as cumbersome and 5 prolonged as possible. The Park's residents have benefited from the capital expenditures made 6 by the Park Owner and the Park Owner is entitled to reimbursement pursuant to the City's 7 ordinance. The Contempo HOA simply seeks to delay and/or avoid payment by arguing it should 8 have been given additional information that would not have made any difference to the outcome 9 10 of the arbitration. 11 The Arbitrator's August 2, 2016 Decision approving the Park Owner's pass throughs to 12 park tenants remains sound and should be affirmed by this City Council. 13 14 15 THE FREITAS LAW FIRM, LLP 16 Dated: October 21, 2016 By - 17 +(eq?-_-T�4okar�, Attorne �s for Respondent m ncing Limited Partnership and its affiliate 18 19 20 21 22 23 24 25 26 27 00096328.DOC 9 PARK OWNER'S RESPONDING BRIEF I PROOF OF SERVICE 2 I am a resident of the United States, County of Marin, over 18 years of age, and not a party to the within action. My business address is 1108 Fifth Avenue, Third Floor, San Rafael, 3 California 94901, which is located in the County of Marin, where the service described below 4 took place. On the date set forth below, I served the following document in a sealed envelope 5 described as: 6 PARK OWNER'S RESPONDING BRIEF 7 on the interested parties in this action addressed as follows: 8 Nathanial Cooper 9 Cooley LLP 101 California Street, 5th floor 10 San Francisco, CA 94111-5800 Telephone: 415-693-2153 11 Email: ncooper@cooley.com 12 Lisa Anne Goldfien City of San Rafael City Attorney's Office 1400 5th Ave San Rafael, CA 94901 Email: lisa.goldfien@cityofsanrafael.org X (ELECTRONIC MAIL) - I caused the above referenced document(s) to be served via e-mail to 13 the named persons(s) at their email addresses of record listed above. The transmission was 14 reported as complete and without error. 15 I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on October 21, 2016, at San Rafael, California. 16 17 18 Natalia%fakova T 20 21 22 23 24 25 26 27 28 00096328.DOC 10 PARK OWNER'S RESPONDING BRIEF EXHIBIT A I 2 IN THE MATTER OF ARBITRATION OF PETITIONS FOR CAPITAL PASS THROUGHS FOR 2013, 2014 AND 2015 PURSUANT TO TITLE 20 3 OF CITY OF SAN RAFAEL MUNICIPAL CODE 4 EQUITY LIFETSTYLES PROPERTIES, 5 INC. 6 Petitioners, 7 v. 8 CONTEMPO MARIN HOMEOWNER'S ASSOCIATION, ET AL. 9 Respondents. 10 11 12 DECISION OF ARBITRATOR Hearing Date: July 19, 2016 Location: Resolution Remedies 1000 4" Street,.8th Floor San Rafael, CA Arbitrator: LAWRENCE A. BASKIN 13 Equity Lifestyles Properties, Inc.(ELS) the owner and operator of the Contempo Marin 14 Mobile Home Park located at 400 Yosemite Road, San Rafael, California (the "Park"), petitioned 15 the City of San Rafael for approval to pass along to the Park's tenants certain expenditures 16 claimed for capital improvements and/or capital replacements. CONTEMPO MARIN 17 HOMEOWNER'S ASSOCIATION ("The HOA") duly objected to the rent 18 19 increase/reimbursement requests submitted by ELS. 20 The three petitions were consolidated for purposes of conducting a single 21 arbitration pursuant to the San Rafael Municipal Code. 22 23 Pursuant to San Rafael Municipal Code Section 20.12.050, ELS submitted 24 the following three petitions: 25 26 • September 25, 2013 Petition in the total amount of $37,906.49. 27 • September 26, 2014 Petition in the amount of $32,887.97. 28 • September 28, 2015 Petition in the amount of $118,117.18 1 1 2 The Arbitrator has numbered the items in the respective petitions and 3 grouped them by the year of the respective petitions to facilitate the order of proof 4 at the arbitration and for reference in this decision. The issues were presented as 5 follows: 6 7 2013 PETITION 8 1 $ 7,500.00 9/8/2012 REPLACE LIFT STATION PUMP 9 2 $ 7,500.00 10/3/2012 REPLACE LIFT STATION PUMP 10 3 $ 1,595.07 11/4/2012 INSTALLATION/PARTS FOR REPLACE/REPAIR LIFT STN 11 4 $ 8,603.42 12/5/2012 REPLACE SITTING MOWER 12 5 $ 12,708.00 5/12/2013 DRAINAGE IMPROVEMENTS-LINSCOTT 13 2014 PETITION 14 6 $ 14,400.00 6/30/2014 REPLACE HVAC CLUBHOUSE/OFFICE 15 7 $ 1,720.00 6/30/2014 PERMITS 16 8 $ 5,627.86 2/28/2014 REPLACE LAGOON PUMP GATE/LINSCOTT 17 9 $ 2,643.00 4/17/2014 PRV AT 169 YOSEMITE RD/P. LEVY PLUMBING 18 10 $ 2,485.00 7/814 REPLACE T SECTION OF MAIN LINE 77-78YOSEMITE 19 11 $ 3,669.00 7/11/2014 REPLACE T SECTION OF MAIN LINE 253 TETON 20 12 $ 2,343.00 6/11/2014 REPLACE GYM ELIPTICAL 21 2015 PETITION 22 13 $ 34,250.00 7/9/2015 REPLACE CLUBHOUSE ROOF #1 23 14 $ 39,750.00 8/18/2015 REPLACE CLUBHOUSE ROOF #2 24 15 $ 9,280.00 2/18/2015 REMOVE REPLACE CONCRETE IN PATHWAY 25 16 $ 4,230.00 2/6/2015 NEW FURNITURE -CLUBHOUSE 26 17 $ 14,838.25 6/19/2015 POOL FURNITURE 27 18 $ 10,518.93 6/8/2015 FITNESS ROOM EQUIPMENT 28 2 1 19 $ 5,250.00 8/18/2015 LAUNDRY ROOM ROOF 2 3 At the commencement of the hearing and during the course of the proceedings ELS 4 withdrew Petition items numbered above as 8, 9, 10, 11, 12 and 16. 5 San Rafael Municipal Code Title 20 6 Title 20 of the San Rafael Municipal Code ("MOBILE HOME RENT 7 STABILIZATION") establishes a procedure whereby the owners of mobile home parks may 8 9 pass along to tenant's expenditures for capital improvements and capital replacements, and a 10 separate procedure for rent increases. The terms capital improvements and capital replacements 11 are defined in SR Municipal Code Section 20.04.020(b) and (c): 12 13 20.04.020 (b). "Capital improvements" means those new improvements which directly and primarily benefit and serve .the existing mobilehome park 14 homeowners by materially adding to the value of the mobilehome park, 15 appreciably prolonging its useful life, or adapting it to new uses, and which are required to be amortized over the useful life of the improvements pursuant to the 16 provisions of the Internal Revenue Code and the regulations issued pursuant thereto. 17 18 Capital improvements costs means all costs reasonably and necessarily related to the planning, engineering and construction of capital improvements and shall 19 include debt service costs, if any, incurred as a direct result of the capital improvement. 20 21 20.04.020(c) Capital replacement means the substitution, replacement or 22 reconstruction of a piece of equipment, machinery, streets, sidewalks, utility lines, landscaping, structures or part thereof of a value of five thousand dollars 23 ($5,000.00) or more which materially benefits and adds value to the mobilehome 24 park. 25 Capital replacement costs means all costs reasonably and necessarily related to the planning, engineering and construction of capital replacement and shall 26 include debt service costs, if any, incurred as a direct result of the capital 27 replacement. 28 3 2 Expenditures that are properly viewed as "Maintenance and Repairs" are not subject to pass-through pursuant to the ordinance and must be borne by the owner of the 3 Park, ELS. San Rafael Municipal Code § 20.04.020(G). 4 At the hearing ELS presented evidence and argument on each of the items in dispute. The 5 HOA presented evidence and argument disputing the claims of ELS. 6 HOA MOTION TO SUMMARILY REJECT ELS PETITIONS 7 As a general and procedural matter, the HOA made objection to each of the Petitions and 8 all of the items contained therein and urged.the Arbitrator to deny ELS any relief requested in the three petitions based on the failure of ELS to comply with SR Ordinance § § 20.12.040 and 9 20.12.050. The referenced sections require that when filing a Petition to treat costs either as 10 Capital Improvements or Capital Replacements eligible for pass-through treatment ELS must provide "all information reasonably available" in support of the petitions and each item contained 11 therein. The HOA noted a paucity of information filed with the petitions and presented at the hearing in support of the ELS petitions. In support of its argument the HOA referred to and cited 12 from the transcript of a 2011 hearing before the San Rafael City Council on the appeal of an 13 Arbitrator's decision regarding a group of prior Petitions and Resolution No. 13236, Sept. 19, 2011. In brief, council members expressed concern over the failure of ELS (ELS therein) to 14 involve the HOA in the decision making process and supplying inadequate information with and 15 in support of the Petitions that had been filed. The Council encouraged ELS to involve the HOA in the decision making process and receive their input before expenditures were made. At the 16 Hearing of 2016 the HOA pointed to the lack of any such "involvement of the HOA" prior to the expenditures referenced in the Petitions and further to the failure of ELS to attach to the petitions 17 or provide "all information reasonably available". 18 The HOA representatives, Richard Heine, current president of the HOA, and Keith 19 Meloney, past president of the HOA, testified they were not consulted prior to specific expenditures being planned or made. Jennifer Barrett, Senior Regional Manager for ELS , oversees 20 15 properties for ELS including Contempo Marin. She testified that she only became responsible 21 for Contempo Marin in September 2015 and could not testify of personal knowledge as to past practices and with regard to items of company practices related to the period before September 22 2015. She did state that since becoming involved with Contempo Marin she has sought to increase communications with the HOA representatives, has met with them to walk around the property to 23 discuss perceived needs and desires for the Park and plans on improving the dialog. Robert 24 Andrews the Park manager came on Board at the site in November, 2014. He meets monthly with the HOA Board and communications are improving. Ms. Barrett also testified she assisted in 25 putting the information together for the 3 petitions at issue. She used files and paper records but did not print and attach documents that may have been in the Company's computer records 26 system as no-one directed her to do so. More records could be made available for future petitions. 27 The Arbitrator denies the motion to summarily reject the Petitions as urged by the HOA. It 28 is not clear what is meant by the requirement to provide with each petition "all information !I 1 reasonably available" and further there was no evidence ELS purposely withheld information. The Arbitrator prefers to deal with the issue in reviewing the various items for which pass-through 2 treatment is sought and where there is a question of proper treatment and a paucity of information it affects the ability of ELS to meet its burden of proof as to such item. 4 2013 PETITION 5 Item #1. $7,500- 9/8/12 Replace Lift Station Pump 6 Evidence in support of this item as a Capital Replacement (CR) included: 7 • Sept. 1, 2012 invoice no. 12-0901 from SOS (Systems Operation Services, Inc.) which references "New ABS lift station pump." 8 • Testimony of Ms Barrett that it was her understanding the then existing pump had 9 ceased being operational and required complete replacement. • The HOA objected to the treatment as a CR and urged it was a maintenance/repair 10 item. 11 The Arbitrator accepted Ms. Barrett's testimony along with the invoice language and finds 12 this item appropriate for treatment as a Capital Replacement. 13 Item #2. $7,500-10/3/12 Replace Lift Station Pump 14 Evidence in support of this item as a Capital Replacement (CR) included: 15 • Sept. 28, 2012 invoice no. 12-0932 from SOS (Systems Operation Services, Inc.) which references "New ABS lift station pump." 16 • Testimony of Ms Barrett that it was her understanding the then existing pump had 17 ceased being operational and required complete replacement. • The HOA objected to the treatment as a CR and urged it was a maintenance/repair 18 item. 19 The Arbitrator accepted Ms. Barrett's testimony along with the invoice language and finds 20 this item appropriate for treatment as a Capital Replacement. 21 Item #3. $7,500-11/4/12 Installation and Parts for replaced abs lift station 22 23 Evidence in support of this item as a Capital Replacement (CR) included: • Oct. 31, 2012 invoice no. 12-1021 from SOS (Systems Operation Services, Inc.) which 24 references "Install new ABS in lift station #15, Additional parts for repair." • Ms Barrett was unable to provide any testimony to explain this item. 25 • Testimony indicated that ABS referred to a type of pipe that was being replaced to 26 effectuate a repair. 27 The Arbitrator finds that ELS failed to meet the burden of proof that by a preponderance of 28 the evidence this was a CR item. It did not meet the $5,000.00 minimum cost for a CR 5 under the ordinance. 20.04.020(c) The face of the invoice indicates it was for a repair. The request to pass through the expense is denied. 2 3 Item#4. $8,603.42-12/5/2012 Replace Sitting Mower. 4 Evidence in support of this item as a Capital Replacement (CR) or a Capital Improvement 5 (CI) included: • Bucks Saw Service Invoice 11/26/12. 6 • Testimony of Jorge Gonzales (Maintenance Supervisor). Mr. Gonzales testified the sit - 7 on mower was purchased to improve efficiency for mowing around the lagoon at the Park. However, he also testified that the mower was an "additional mower" not a 8 "replacement" He further testified the mower was used for approximately six months 9 and thereafter ELS has contracted with an independent landscaping company. to do landscaping and related maintenance at the Park and the mower has been sitting unused 10 in a shed at the property since six months after purchase. • ELS initially listed the mower as a CR item, but at the hearing urged it was a CI item. 11 12 The Arbitrator finds that the new sit -on mower was not a "Capital Replacement" as it did not replace anything. The Arbitrator also finds that the new sit -on mower was.not a 13 Capital Improvement item. 20.04.020 (b) provides in relevant part: "Capital improvements" means those new improvements which directly and primarily benefit and 14 serve the existing mobilehome park homeowners by materially adding to the value of the 15 mobilehome park, appreciably prolonging its useful life, or adapting it to new uses...." The mower does not fit the definition. The mower may have benefited ELS for a short 16 period when it was used by reducing manpower costs, but there was no evidence of any benefit to the residents. The request to pass through the expense is denied. 17 18 Item#5. $12,708.00-5/12/2013 Drainage Improvements-Linscott 19 Evidence in support of this item as a Capital Replacement (CR) or a Capital Improvement 20 (CI) included: 21 • Linscott Engineering invoice dated March 18, 2103. • Linscott proposal re #67 dated 2/19/2013 and Linscott proposal re # 79 dated 22 2/19/2013 (Exhibit Q. Both proposals describe the work as removal and replacement 23 of concrete rolled curb and adjoining asphalt to accommodate/alter relative elevations to provide better slope for drainage. 24 • ELS urged that the Linscott work could be viewed as either a CR because it replaced existing drainage facilities and cost more than $5,000.00 or was a CI because the work 25 improved and extended the life of the drainage facilities related to units 67 and 79. 26 The HOA urged that this was a maintenance item not qualifying as a pass through CI or 27 CR. Further it did not replace the entire drainage for the Park. 28 M 1 The Arbitrator finds that the work was of a substantial nature that improved a bad drainage problem and qualifies as a CI "materially adding to the value of the mobilehome park, 2 appreciably prolonging its useful life... " It could also readily fit the definition for a CR, 20.04.020(c). 4 2014 PETITION 6 Item# 6.$14,400.00 -6/30/2014 -Replace HVAC Clubhouse/Office 7 Item#7. $1,720.00 -Permits for HVAC Repalcement. 8 Evidence in support of this combined item as a Capital Replacement (CR) is the plain language of the invoice from Caron Climate Control, dated 08/30/14, # 13604. 9 10 The HOA presented no real opposition. The Arbitrator finds that the two items together qualify as a Capital Improvement (Cl) and 11 or a Capital Replacement.(CR). 12 Item #13. $34,250.00 7/9/2015 Replace Clubhouse Roof #1(payment) 13 Item #14 $39,750.00 8/18/2015 Replace Clubhouse Roof #2 (payment) Item #19 $5,250.00 8/18/2015 Replace Laundry room. Roof 14 15 These three items were grouped together because the evidence was essentially the same for each of the items. 16 Evidence in support of this item as a Capital Replacement (CR) included: 17 18 • Jennifer Barrett testified. She was in charge of the site at the time this work was done. She reported that there had been a water leak at the clubhouse which led to having that 19 roof and the laundry room roof inspected. The roofs were a combination pitched metal and flat, tar & gravel, construction. The existing roofs were the. original installations 20 from around 1970. The roof inspectors advised her that the roofs had reached the end 21 of their useful life and needed to be replaced. Bids were obtained and the work performed. 22 • Invoices attached to the petition and cancelled checks supported the requests. 23 • The HOA did not present evidence in opposition. 24 The Arbitrator finds that the items together qualify as a Capital Replacement (CR). 25 Item #15. $9,280 2/18/2015 Remove Replace Concrete in Pathway 26 Evidence in support of this item as a Capital Replacement (CR) included: 27 • American Asphalt R & R Co. invoice dated 2/18/2015, # 6411. However this invoice 28 had no description of the work. 2 • Ms Barrett testified the work consisted of replacing sections of the pathway where there had been cracks and uneven surfaces. Evidence in opposition of this item as a Capital Replacement (CR) included: 4 • The HOA offered Exhibit 1, pg. 44- constituting page 1 of what appeared as a much longer contract document. ELS was unable to produce the entire contract and 5 acknowledged that the page 1 was part of their standard contract for such work albeit 6 incomplete. • There was no testimony from ELS as to the length of the walkway system, what 7 amount of lineal footage or percentage of the system that was actually worked on or replaced. 9 The description provided by Ms Barrett appeared to describe work in the nature of maintenance and repair. The Arbitrator finds that ELS failed to meet its burden of proof 10 to establish by a preponderance of the evidence that the work was either a CI or CR. The request to pass through the expense is denied. 11 12 Item #17 $14,838.25 6/19/2015 Pool Furniture 13 Evidence in support of this item as a Capital Replacement (CR) or a Capital Improvement 14 (CI) included: 15 • Robert Andrews testimony was to the effect that the existing pool furniture was old and needed replacing, as well there were not enough chairs, tables and chaise lounges 16 to more adequately meet the needs of the residents. • The purchase consisted of replacing existing furniture and adding additional chairs, 17 tables and chaise lounges. Chairs before-20/after-40; Chaise lounges before-11/after- 18 15; tables before-4/after-10. • Valley Furniture Invoice 21909, 2/6/2015; Horizon Casual Invoice # 11591, 6/22/2015 19 described furniture and "replace old and warn (sic) out pool f n-ni...... 20 The Arbitrator finds the expense qualifies in combination as a pass through item as either 21 a CR or CI as the expenditures improved the poolside amenities to the benefit of the residents 22 23 Item #18 $10,518.93 8/18/2015 Fitness Room Equipment 24 Evidence in support of this item as a Capital Replacement (CR) or a Capital Improvement 25 (CI) included: 26 • Testimony of Jennifer Barrett that the weight/fitness room needed updating and 27 additional equipment to service the needs and desires of Park residents. 28 • Replaced the old treadmill and purchased new and additional weights • Invoices attached to the petition and cancelled checks supported the requests. 1 The Arbitrator finds the expense qualifies in combination as a pass through item as either 2 a CR or Cl in a similar context as the pool furniture Item # 17. 3 4 5 6 2013 PETITION 7 1 $ 7,500.00 9/8/2012 8 2 $ 7,500.00 10/3/2012 5 $ 12,708.00 5/12/2013 9 10 2014 PETITION 11 6 $ 14,400.00 6/30/2014 7 $ 1,720.00 6/30/2014 DECISION REPLACE LIFT. STATION PUMP REPLACE LIFT STATION PUMP DRAINAGE IMPROVEMENTS-LINSCOTT REPLACE HVAC CLUBHOUSE/OFFICE PERMITS 12 13 2015 PETITION 14 13 $ 34,250.00 7/9/2015 REPLACE CLUBHOUSE ROOF #1 14 $ 39,750.00 8/18/2015 REPLACE CLUBHOUSE ROOF #2 15 17 $ 14,838.25 6/19/2015 POOL FURNITURE 16 18 $ 10,518.93 6/8/2015 FITNESS ROOM EQUIPMENT 19 $ 5,250.00 8/18/2015 LAUNDRY ROOM ROOF 17 18 Total amount subject to pass through treatment: $148,435.18. 19 ELS proposed and the Arbitrator agreed the cost should be apportioned on the basis of 396 20 spaces. The amount per space would be $374.84. 21 The HOA presented evidence, testimony of Richard Heine, a resident and current president 22 of the HOA, to the effect that any even small increase in monthly rent/charges would be a hardship for him and his wife as well as many other retired Park residents living on a limited fixed income. 23 The San Rafael code §20.04.010(C) speaks to the same point as did the San Rafael City Council 24 in Resolution No. 13236. In consideration thereof the arbitrator finds it would impose a hardship on the residents to pay the amount in one lump sum and makes the pass through 25 reimbursement navable over eighteen (18) months at the rate of $20.82/month/space. 26 ELS requested interest on the repayment amount if not paid in a lump sum. The San 27 Rafael ordinance provides interest may be awarded if the Park owner has borrowed money to finance the cost of the improvements. §20.04.020(D) In this case the ELS representatives 28 testified no such borrowing occurred and the costs were paid from cash flow without the %J 1 necessity of borrowing. The ordinance does not provide for interest in this situation. Moreover, balancing the interests of ELS in recouping its expenditures against the potential hardship of the 2 residents having to pay additional costs, tips in favor of the residents and no interest is awarded or imposed. 3 4 5 Dated: August 2, 2016 6 7 8 9 'CGG%� ✓ 10 L NCE A. BASKIN, ARBITRATOR 11 12 13 14 15 16 17 18 19 20 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PROOF OF SERVICE I am a resident of the United States, County of Marin, over 18 years of age, and, not a party to the within action. My business address is 999 Fifth Avenue, Ste 200, San Rafael, California 94901, which is located in the County of Marin, where the service described below took place. On the date set forth below, I served the following document in a sealed envelope described as: DECISION OF ARBITRATOR on the interested parties in this action addressed as follows: Nathanial Cooper Cooley LLP 101 California Street, 5t" floor San Francisco, CA 94111-5800 Telephone: 415-693-2153 Email: ncooner(a,coolev.com Neil Moran The Freitas Law Firm 1108 Fifth Ave., 3rd Fl. San Rafael, CA 94901 Email: nmoran(a reitaslaw.com Lisa Goldfien Assistant City Attorney 1400 Fifth Ave., Room 202 Box 151560 San Rafael, CA 94915-1560 Email: Lisa.aoldfienQcitvofsanrafael.ora XXX (ELECTRONIC MAIL) - I caused the above referenced document(s) to be served via e- mail to the named persons(s) at their email addresses of record listed above. The transmission was reported as complete and without error. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on August 2, 2016, at San Rafael, California. Andrea E. Axelsen 11 EXHIBIT B ELS VIA FEDERAL EXPRESS City of San Rafael Esther C. Beirne, City Clerk 1400 Fifth Avenue San Rafael, CA 94901 Equity Lifestyle Properties, Inc. 301 Forest Avenue Laguna Beach, CA 92651 September 27, 2013 Re: Contempo Marin Manufactured Home Community Dear Ms. Beime: Equity LifeStyle Properties, Inc. and its affiliates, MHC Financing Limited Partnership and MHC Operating Limited Partnership (collectively "ELS") hereby petition for a rent increase pursuant to Section 20.12.050 of the San Rafael Municipal Code and states as follows: 1. ELS Is the owner and operator of Contempo Marin Mobilehome Park located at 400 Yosemite Road, City of San Rafael, County of Marin, California (hereinafter, "the property"). The property consists of 396 mobilehome spaces. By letter dated September 24, 2013, ELS notified certain residents of the property of a rent increase to become effective January 1, 2014. 2. This petition and ELS' compliance with the Ordinance is made without prejudice to our rights in the matter of ELS v. The City of San Rafael, all of which are reserved. Please take note that; (a) on January 29, 2008, the United States District Court for the Northern District of California (the "Court") issued Findings of Facts, Conclusions of Law and Order Thereon ("Findings") In the matter ELS vs. City of San Rafael. The Court concluded In these f=indings that the Rent Control Ordinance in effect In the City of San Rafael constitutes both a regulatory taking and private taking and that the City of San Rafael's Rent Control Ordinance is unconstitutional; (b) on April 17, 2009, the Court issued an Order for Entry of Judgment ("April 2009 Order', which reaffirmed the rulings that the San Rafael Ordinance is unconstitutional and stated that enforcement of the San Rafael Ordinance will be Immediately enjoined with respect to new residents and expire entirely 10 years from the date of judgment; (c) on June 30, 2009, the Court entered judgment accordingly; (d) on April 17, 2013, a three-judge panel of the Court of Appeals issued an opinion (the "Opinion") reversing the District Court's conclusions that that the Ordinance had effectuated a regulatory taking, a private taking and is unconstitutional; (e) on May 1, 2013, ELS filed with the Court of Appeals a Petition for Panel Rehearing and Rehearing En Banc, which the Court of Appeals denied on June 3, 2013; and (f) on September 3, 2013, ELS filed a petition for review by the U.S. Supreme Court. 3. The Ordinance does not apply to rent increases at sites controlled by ELS. Some of the remaining spaces have received a notice of rent increase which includes both a Consumer Price Index ("CPI") adjustment allowed pursuant to Section 20.08.010(8)(1) of the Ordinance, as well as a pass through of capital expenditures incurred by ELS to maintain and improve the property. The allowed CPI increase is exempt from review under the Ordinance. 4. During 2012-2013, ELS incurred substantial capital expenses ($37,906.49) for updates to the amenities and/or common area fac%litles located at the Property. This infrastructure is a necessary and Integral part of the property. These expenditures are the subject matter of this petition. ELS seeks to pass through to the tenants at each homesite of the property certain expenses associated with these projects, and hereby requests appointment of an arbitrator and assignment of an arbitration hearing date pursuant to Sections 20.12.050 and 20.12.070 of the Ordinance. 5. The proposed rent increase has been calculated to be $95.72 per space. This per space amount has been calculated using all 396 sites despite ELS's view that amounts charged to certain sites are not subject to the Ordinance. This per -space amount does not include ELS' cost of capital which ELS also seeks to recover from the date the expenditures were made through the date the capital is recovered pursuant to the Ordinance. Further, if ELS is required to collect this amount over time, then ELS also seeks to be reimbursed an appropriate financing rate of interest during such period. This increase is necessary and justified in order to permit ELS to recoup the capital expenditures associated with the project and to provide ELS with a fair return as required by California law. In ELS's view, ELS is entitled to receive fair market rent for Its property and any amount less than fair market rent will fail to provide ELS with a fair return. Without prejudice to the foregoing, ELS seeks at a minimum to recoup its capital expenditures and cost of capital as set forth herein. Pursuant to Section 20.12.040 of the Ordinance, supporting information reasonably available In support of the proposed rent increase is included with the filing of this petition. 6. A filing fee in the amount of $1,200.00 is included herewith. We have enclosed such amount based upon the amount paid in 2012 for the same purpose. If the City believes this amount is not reflective of twice the daily rate for American Arbitration Association, please advise and we will submit the differential. 7. To the extent the Ordinance requires a park owner's petition to be verified, the foregoing is true and correct to the best of my knowledge and belief. EQUITY LIFESTYLE PROPERTIES, INC. Dan QNor(is Dan Perlis Vice President California Operations Enclosures: Check #50908 in the amount of $1,200.00 Capital expenditures worksheet Copies of all related checks and invoices cc (Wenc): Rob Epstein, City Attorney (via Federal Express) Neil Moran (via PDF) Kenneth Kroot (via PDF) Keith Meloney CITY OF SAN RAFAEL Vendor la 1 Loc'e lon +i Reference Number ROOM 204 10000011196 001 -I 605)O8� 1400 FIFTH AVENUE — P,O, BOX 161660 Ramlllance Advlca For: SAN RAFAEL CA 94816-1660 i � r.z: a;ys..� �. a ien� t iso+ ,rs '4+�+ ' ,1 s `t U i tF'•� yrr•). frT"'S �Y. WAS �x1nt".�s3..U.�Q�`.'Kt` 709216 09116/2013 1,200.00 ZERO ZERO 1,200.00 I r {1nvo�gepXi llPlsis ,1,1 1.200.00j( ci ZERO LE l..0 �• _t .r=._I?8j/j11Q,d4f-A, `f #S r� 11. _x* 4�iit'rr" �rrtt dii3nl�i!: >'.: t1iyl;Git w:i �fyh,..I9sfi�i:",, �,"�.. :1�' •.14SS'r,S$'��i iir�t?i`1f4�.. `J��iI �i9 201).90 -i Equity LISoSlylo Proporiles, loo; Merin M8040 • Contempo 2 North Riverside Plaza Wei; 0"aMir Verr1'te oil .:. pale Q6�18%013 ! ;a , . fai cal; c -�i2 •: •v Chicago, IL 00000 S DOdd3Gd337oplbr�i.ap�bn2 .�� SIG1NATURrE$ �t1AQUIRMFOR" ' ,A QUNTS IN, XO $S Olr 526.00000-* One Thousand Two Hundred Dollars And 001100 "''' "'-+ "" " Its* a a a No** a A A f a a t f k a a A a a A a Ya A A t t.A A.a r i a s i'A r a} r P.4 A a a a A a a A a s A i.i ; $: ' ata%qo�00 PAY CITY OFSAN RAFAEL ••. VOID AFTER 001iRY$•,: ROOM 204 l:. 7H 1400TIFTH AVENUE . ORDER OF P.O. BOX 151660. Ill, 5090811, 10.04 it 20 08 2414. 91;0014 7 74 5n' CITY OF SAN RAFAEL Vendor la 1 Loc'e lon +i Reference Number ROOM 204 10000011196 001 -I 605)O8� 1400 FIFTH AVENUE — P,O, BOX 161660 Ramlllance Advlca For: SAN RAFAEL CA 94816-1660 i � r.z: a;ys..� �. a ien� t iso+ ,rs '4+�+ ' ,1 s `t U i tF'•� yrr•). frT"'S �Y. WAS �x1nt".�s3..U.�Q�`.'Kt` 709216 09116/2013 1,200.00 ZERO ZERO 1,200.00 I r {1nvo�gepXi llPlsis ,1,1 1.200.00j( ci ZERO LE l..0 �• _t .r=._I?8j/j11Q,d4f-A, `f #S r� 11. _x* 4�iit'rr" �rrtt dii3nl�i!: >'.: t1iyl;Git w:i �fyh,..I9sfi�i:",, �,"�.. :1�' •.14SS'r,S$'��i iir�t?i`1f4�.. `J��iI �i9 201).90 -i Contempo Marin Capital Expenditure Worksheet September 19, 2013 Project Categories Check Date Vendor Description Amount Environmental - Water/Sewer September8, 2812 SYSTEMS OPERATION SERVICES, INC. Replace ABS Lift Station Pump $7,500.00 October 3, 2012 SYSTEMS OPERATION SERVICES, INC. Replace ABS Uft Station Pump $7,500A0 November -4,2012 SYSTEMS OPERATION SERVICES, INC. Installation and parts for replaced abs lift station $1,595.07 Vehicles December 5, 2012 BUCKS SAW SERVICE, INC Repl Sitting Mower $8,603.42 Streets & Driveways May 12, 2013 UNSCOTi ENGINEERING CONTRACTORS, INC Drainage Improvements $12,708.00 Grand Total: $37,906.49 Annual Resident Portion (396 Sites): $95.72 Monthly Resident Portion (396 Sites): $798 Sep 0412 01;06p CONTEMPO MARIN 415479681 p.3 %*"WW System Operation Scrylees, Inc. r.- ..w —.: Treatment Syslom Operation k Monitorin Soptombor t, 2012 Cont0111110 Marin 1400 Yosemite Road San Rafael, CA 94903 KM: James Router, Manager INVOICE MMID No. 94-3189809 erojent: 76.100 Invoioe: I2.090I FOR PROFESSIONAL SERVICES rendered in Auaust of far operation of the pH adjushuent system for sulfide control ',fAS t�!'u3t1� �Lr'I'irD august EXPENSES New ABS lift statiou Pump Currently Due COST S S7.500.00 $ 9,1511.00 GA,T I D4�� GVteC� 2140 Snnituok Avenuo, 2" Floor, Barkdc% CA 94704 0 Tel (8001699-7674 or (510) $49.0584 FAX (510) 232-3796 Par :l mauca.u+EAkusfOWbO LLUMP ro_ enOA-fop 70 1ruorraM /•;iz ?�� , <- ,. apt . �. lfj� p„ry(tr(ii �l yyr•ji »! k r Ij �r-ut�irt •S h. 1 •. . rwt► rJr.rr1A gi�liHF u4 f ,t ' r '.. . �Y f t►rt•y.1of1 we p+. r,•t..:. ` ' yi �. i•` h sr s rq�8t0: 09/�6i2i:i7 Cheek Y:PdeEi559 pay Exactly ''Nine Thousand One Hoodiad Fitly and 001100 -US Won Amount 3""9,16D.40 roft SYSTEMS MHATION SERVICES, INC. amen or WEkla fAOOO BANK UA. \V9If7E11gDAY! (� __1% ��criR41l1a ,ri�ire�� • ae■w,o,«tn000arowrt.ary�u.r., i�'gOl1lC7Ai554i�• 1.C14>,��tlS41Cgty00iti77kSr' 39033399 Account Name: MHCOPERALP Check M 1081669 'C.:S�•r't• thx:`~ Li CJS -S � .. Routing Number. 241269623 As or Roto: 0911912012 13a4a Ifon;CHECKPAIR •�'• Item boquence Number. 8888670702 �... _ •.-•SSS ,\�... ..� °'�`f •�.t 1. _._ {QHS . `"^^" ��it• sTafi7E m... �:i J ('9!FIBJ@19!d3 r•$1:ft'Crrl:L�\ Aq�allc OC:9444 VC -F 12 V.0110 :CAI SCgi 74 Batch: 367884 Pato; 09/18/12 A $ ✓. U � 'f•Jt .1;`-7° -�riS.` c'i' S:.'iit:lil`:r'=.fry. �'i ',�Sir��.:;q�.+`.;�• '+1-„sr'+1 ;I;\-. _ i.,'rt:• ;.,., ,>�,+-{' 'ia4`i..;i AmOanl: 8,160.00 Account Name: MHCOPERALP Check M 1081669 A000ant Number. 0600147746 Pos00g rete: 0911012012 Routing Number. 241269623 As or Roto: 0911912012 13a4a Ifon;CHECKPAIR Item boquence Number. 8888670702 l&! Copy!tght 8002.7013 wwita Fargo. All righls rosomod. Sep 2812 02:28p CONTEMPO MAR{N 416479681 ,.�,.; ,.,_`z System Operution Services, Inc. mW � -..: Trealmcnt System Operation & Monitorin Soplombor 28, 2012 Contempo Matin 1400 Yosomito Road San Rafucl, CA 94903 AT TN: James Reuter, Manager INVOICE FF,D,ID No, 94»3189809 Project: 76.100 Involve: 12.0932 FOR PROTESSIONAL SERVICES rendered In Soputember of 2012 for oporniion of the pTT adjustment system for sulfido control TASK COTvl?LBTZD COST DO September $ 1,650,00 L,0040D EXPENS'Es New ABS uft station pump S 7.500.00 -1 Stool - currently Due 9,150.00 2140 51tattuvk Mom% 2" Floor, Bcrlcvlm/, CA 94704 0 Til (900) 699.7614 or (510) 549.0584 PAX (510) 2332-3794 p,2 Paso :1 SMOW Ar"MUST OnA004LY tW&K lnOU 91k-AVTOP TO Ofl {AT ......�,..t,�,.,pr.,�..�;�• v3 110770M j +)Y •, ti a :f+' t�.v. ,. jig '4THtSr.AM.ii4ti;• t , • I rmM r�wrge. t i #vita .w a ! (e It. lNt,+�i t.u�t. rt t«,t 4;,0 1111 tl 1 3 2oi P= t•Chrck ON P87681 As of Oolo:1011112012 Description; CHECK PAID Pay Exactly !`Nino thousand one Hundrod Ptlly and 001100 •US Dopers Amount . i""Y,160.00 To NOW SYSTEMS OPERATION SERVICES, INC, vaauaAaswvs oeuex OF ai�r,�T - W6lL8fA1{WDAtfl�,rtA.,,t, � ,,, �sr t .• r c +• tt.. , 1�`y��rk•. � ;�ts�6a��ka rr, ..t N+uKvc++�t?i000Nww.t.,ovt+ier�t;: i, i .. .. !;i': yy1F.r •�"f:\.�. •� • -� �:�s._. i•� s3l'acn ��e. �rppp fp6 76p t,�r I;qq � �p 3A �'t,M.96C10 44? 7l+Sr�T 40358878 g�: . • : : -S H ? _ Seq; 191 ::r ` ", .'• s'r. +,',� :_,: Batch; 632764 s _ _ Date; 10/09/12 8 1 K .� _:..pe• : r` ... �� tgrlEl •1 1if49/it ._:.:.... _ �_ � ...... •..+ . • 4 d� �� " �AiniOi 64 �Csiltii'81119• � ,�j o .,t 9tfit11•L PlUst AA tilt ' • T 9Q•: 0th ill gilt 04-112 MIR Amount; 8,160.00 Account Nome: 61HOOPl:IIALP Cback 11:10878011 Account Number: 8000147745 Posting Date., 11111112012 Routing Number: 241253823 As of Oolo:1011112012 Description; CHECK PAID tlom S.equanco Numben 8186050151 10 Copyright 1002-.1013 Wells Faroe, A11 rights tosewod, Nov 011208,11a CONTErMPOMARIN 416479681 p.2 . + Systent Operation Services, lite. .w. �'�,w.w Treatment Systom Operatlon & Monitorin October3l, 2012 Contempo Marin 1400 Yosemite Road San Rafael, CA 94903 ATTN: James Reuter, Malinger INVOICE FEI7,1D No. 94-3189809 Project. 76,100 Invoiec. 12-1021 POR PROFESSIONAL SERVICES rendered in October of 20I2 for operation of the pli adjustment system for sulfido control TASK COIMPUTED October EXPENSES ENS1S0 +f 1'r` Install now ABS in liftstation #15 AddiHonnt parts for repair & •1 6ll i Currently Due cosIr $ 1.,650.00 S 1,115.00 ,� -T-Ici ('oo?— $ 407.07 mcg - &01+0 t? - q 3,Z45.U7 Cad"(D- CVtL c�- 1 O C16-�� 2140 Shattuck Avenue, 21 Floor, t3erkeloy, CA 94704 0 TO (1100) 699-7674 or(510) 549.0584 FAX (510) 232.3746 p8go :l I - EIiA040 AnFA MUST OPAQUAI LY C1 AIM T(W Otug AT IOP 10 0nCQ1 AT bortoIJ Account Numbor. 0600147746 t'y.Yu *, A'ii�!�Tnrr�.► a � � .rf'+ ,.�y�F'"�'_".�" c��7'y •'q'� k1°'`+G� U�'� ! • tittawlira •«•. /}.t �/ r . f, ! i >r1 • l�s I term I1n31M Hut, IvNr lJa \ .: �" � y`." �' I.i: Y ) `fit �. = ,'• f As of Dato;11116/2012 �v"seir Jru,r., st i. ! �' tl' "t+'1 y '!;• '►i►;}: ^r Dale: 13/0412011 j9Copydgh12002 - 2013 Walls ForOo, All Aphis wsoNod. Chock q:.}oOS252 Pay Exaclly "Three Thousand TWe Hundrud ForlyIrlvo pad 471100.08 Dollars •` Arnounl 3•" 3446.0T tots SYSTEMS OPERATION SERV[C85J IJk:, to ORnER %orm"ERIDbno Of WELLS FAROOaAHKa« �p it 1" i ti.. iJJrr• ovsisaostft'4r"s r ,:►••• . •Y3':�,•• «'N• '' u. i r . ,': a ... . «.-:r9•.. MI100>,09S25Z►► I;04i20de24+:R600T<4?4bSi� �,.::_`^:� • �� 42070382 5eq: 118 •''` � Lr I g 1 • Rotrh: 112186 RgAh hate; 11/13/12 Pi itiiff- ipy>Ztles Ar+risJ r =a ... �tlfsrtnlrr urllt ec Cbi-it> $ .. PP, C 1,1011 Amount: 3,245.07 Account Nomm MHCOPEI;ALP Check 5:1005262 Account Numbor. 0600147746 Pos0n0 Date: 1111612012 Roullnp Number. 241263823 As of Dato;11116/2012 Descrlpflon: CHECK PAID Item sequance Number; 8686255557 j9Copydgh12002 - 2013 Walls ForOo, All Aphis wsoNod. �UAJ 0� LAt� 1761 ?b I O i,4 or This is a CASH Sale ,,"',,.Invoice O.K. ( Y,.NrD,P,T.,C,F7,I,Q •) : [Y] O Z 2]Pa[ j DELI 1.1 J Page.: Net Total 5?86.00 191.9.00 1919.00 T 250.00 250.00 met u rf T . i Sub -Total: 7949.00 - Misc.. 0.00 9 - 8.500% Tax: 654.42 Invoice Total:-SE03.42 0. • , Y 'CASH SALE AVAIL C R : DATF ;11 / 2 6 f 12 C`M ( 2 j SNI [ a - CUSTOMER!- 1335 CU-STM8R: s: fy S&LD j CONTEMp 4 MAR -IN J SHIP [ tytr j n n 0 [j S4 9IE RR f71 [SAN RAEAEL CA 94903 d v^ [ . CMDIT CARD ONLY 1 [ A1TN OF[ J bine Part Number Description Qty 136 IS600ZKAV1944 IS -600Z 19HP.KAW1 44IN 1.0 RkM Sg-2015302685 # . :.°,135 S OQb48 2RAG TUR30 CLOT 44 1.0 L11 ERT FACTORY 1? MIGHT 1.0 I O i,4 or This is a CASH Sale ,,"',,.Invoice O.K. ( Y,.NrD,P,T.,C,F7,I,Q •) : [Y] O Z 2]Pa[ j DELI 1.1 J Page.: Net Total 5?86.00 191.9.00 1919.00 T 250.00 250.00 met u rf T . i Sub -Total: 7949.00 - Misc.. 0.00 9 - 8.500% Tax: 654.42 Invoice Total:-SE03.42 Paso :1 + .•.•« • . ... •- sluoEOARrhNUStortADUN1YGNAhCiYi1{Gdtatual�r7C�70oARrNArN0it6N -- l! � � ' s, I C l• .,�. a /( � �` 1 �I"� .: y. .. n Kof4 h.1n�9V. � -r, ••' ONnr/ar � ` ,� •�' e wry$ Mf0(jW1 rhr., r+ll. a. pale' 12(05/2412 hu+w, 11 19411 LS Ohock li. 1101451 Pay Maclly "EightTlrousaod six HunUrod Throo and 421100 -US Dollars " amount - lonc OUCKS w S41tvicE, INC ww ot�mrr a! WWI? 0)r rr1p, MLS b as goer . Andvlr Ari fKA09 rtegv. TraCsuSn.r 00aILI71Its 10, 1:0 Is 1203821,1:960011r? -?1, 54, ,est IV 3EeztC4 �Ea a`12 E3� 8 flea 12, ?r 14116T 111311 CA FAIRFIELD CA Jf 0 au o IA to Ct5RilllTl>3►(� .�� Amount 0,093.42 Accounl Name: WCOPERALP Chock 8:1101451 Account Number. 9800147745 Posting Uato: V11812012 Routing Number: 241253623 As of Palo; 1121012912 VascIptlon: CHECK PAID Ilam 8o4uonce Number, 0602746869 l©Copyr1611120D2.2ai3WolleForOo. Altrlghlsrosurved. Q�V(lGpp- t 1 z7 LErl l 2r Unscott Enaineerina Contractors, Inc. 397 Smith Ranch Drive 415.479-6657 San Rafael, CA 94903 415.492.1755 California License No. 477476 Rax: 415.492.0301 Ken Brownfield Contempo Marin E -Mail: contemooinarinOeaultvilfestvle.com RE: Drainage Improvements No. 67 and No. 79 131111n March 18, 2013 Work as contracted per proposal February 19, 2013 Work complete March 11 and 12, 2013 No. 79 $ 7,109.00 No. 67 $ 5,599.00 Total Amount Now Due: $ 12,708.00 A charge of 1 Y:% per month will be due on all balances 30 days after statement (tate. tlweammPAT OnhomLyOIWNarmoRtllurArvormeAmAroar N t1K ArrallH N . I 9w1k my'"014 rw4, salts a0I 7N1/1/il} 01C do, IL par (' Pale: 2618 e13471 i ILI LS Ghockll: 11H4712• pny Exactly{ely; '�h4lrAond dove II! ht Ant1001( O.0 tfplj `' "t Amowtl toms: UNSCOT7 ENGINEERING CONTIMUORS INC Yad)litexro urry orto[n I pa i i Wamt.e PAHOOOMIx IIx r w1Scrltltvl�FrQ r,lypaas { Mwecawa t?i.�Ctlrtanitv0�r ! t,�00q � � 34 7 i 2ur rn4 � 203i124►:g6do �4 �749u� o 51.441.326 i 01116113 0300-0UO-010 >121141877< MmMill : ;�_ asryq. r J.,,•,?• ° ... r r r•.>,a'c,:. , r 4= a C' 1 J a. .a•... t� .k"„ .;:`.. k:r -.1 hN•ks `� �' i Amount: 12,708.00 Check $:1134712 NON Dale: 0 811 712 0 1 3 As of pate: 0011712013 Addillonal 11001 Details; 0000010+000000026006064 VAN REF0:0000008683420258 iA Copyrlg1t12002- 2013 Wells Varga. All rlghts rosorvod. Acwvnt Name: t'AHCOPERALP A=unt Numbur:9800147745 Routing Number: 241253823 Typo Coda/Descriplion: 47610HEOIC PAID Item Sequence Number. 8893420260 i q I 0 Pop :1 L LS September 23, 2013 Lisa A. Goldffen Assistant City Attorney, City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 RE: Contempo Marin Dear Ms. Goldfien: Equity Lifestyle Properties, Inc, 301 Forest Avenue Laguna Beach, CA 92651 As requested in your letter dated September 19, 2013, Equity Lifestyle Properties, Inc. ("ELS") is delivering to you along with this fetter, copies of the following items: 1) Certificate of mailing regarding the rent increase letters; 2) Rent Increase Calculation Sheet; and 3) Sample copies of our rent increase letter. ELS has posted the Rent Increase Calculation Sheet at the Community. Please note that we calculated the permissive increase using the 396 sites that the City has mandated us to use. It is our position that the rent increases at certain sites are not subject to the Ordinance. This includes sites at which ELS owns the home. Please take note that: (a) on January 29, 2008, the United States District Court for the Northern District of California (the "i]istrict Court") issued Findings of Facts, Conclusions of Law and Order Thereon ("Findings") in the matter ELS vs. City of San Rafael. The District Court concluded in these Findings that the Rent Control Ordinance In effect In the City of San Rafael constitutes both a regulatory taking and private taking and that the City of San Rafael's Rent Control Ordinance is unconstitutional; (b) on April 17, 2009, the District Court issued an Order for Entry of Judgment, which reaffirmed the rulings that the San Rafael Ordinance is unconstitutional and stated that enforcement of the San Rafael Ordinance will be immediately enjoined with respect to new residents and expire entirely 10 years from the date of judgment; (c) on June 30, 2009, the District Court entered judgment accordingly; (d) on April 17, 2013, a three-judge panel of the Ninth Circuit Court of Appeals issued an opinion reversing the District Court's conclusions that the Ordinance had effectuated a regulatory taking, a private taking, and is unconstitutional; (e) on June 26, 2013, the Ninth Circuit Court of Appeals issued the mandate; and (f) on September 3, 2013, ELS filed a petition for review by the U.S. Supreme Court. ELS's compliance with the Ordinance is without prejudice to its rights in this matter all of which are hereby reserved. hereto. Please feel free to contact ELS if there are any questions regarding this letter and/or attachments Cordially, EQUITY LIFESTYLE PROPERTIES, INC. Vice President California Operations cc: Kenneth Kroot Nancy Mackie, San Rafael City Manager 2230196.2 Robert F. Espstien, San Rafael City Attorney 2230196.2 CALCULATION AND AMOUNT OF RENT INCREASE Pursuant to the Ninth Circuit Court of Appeals' April 17, 2013 opinion, which ELS is seeking review of in the U.S. Supreme Court, and Section 20,08,030 of the Mobilehome Rent Stabilization Ordinance, a rent increase shall be 75% of the "CPI/C". "CPI/C", according to the Rent Stabilization Ordinance, means the percentage change in the consumer price index for California, All Urban Consumers, San Francisco — Oakland — San Jose areas, as published by the Bureau of Labor Statistics -- San Francisco, over the most recent twelve month period for which figures are available. The rent increase notice Is issued in September and the most recent "CPI/C" figures are available from August. The "CPI/C" as defined for that period increased 2.00% and the applicable percentage increase in the average rent is 75% of 2.00% or 1.50%. Pursuant to the Ninth Circuit Court of Appeals' April 17, 2013 opinion, which ELS is seeking review of in the U,S. Supreme Court, and Section 20.08.030 of the Mobilehome Rent Stabilization Ordinance, the rent increase amount effective January 1, 2014, has been determined as follows: The number of spaces subject to the terms of the Mobilehome Rent Stabilization Ordinance is divided into the total gross receipts for those spaces. The site rent average is multiplied by the required change in the CPI percentage, and that is rounded to the nearest dollar increase amount. Total gross receipts for the 396 spaces during September 2013, were $377,588.26 $377,588.26 divided by 396 = $953.51 x 1,50% ^ $14.30 = $14.00 The increase amount of $94.00 is effective January 1, 2014. "Please take note that: (a) on January 29, 2008, the United States District Court for the Northern District of California (the "District Court") issued Findings of Facts, Conclusions of Law and Order Thereon ("Findings") in the matter ELS vs. City of San Rafael. The District Court concluded in these Findings that the Rent Control Ordinance in effect in the City of San Rafael constitutes both a regulatory taking and private taking and that the City of San Rafael's Rent Control Ordinance is unconstitutional; (b) on April 17, 2009, the District Court issued an Order for Entry of Judgment, which reaffirmed the rulings that the San Rafael Ordinance is unconstitutional and stated that enforcement of the San Rafael Ordinance will be immediately enjoined with respect to new residents and expire entirely 10 years from the date of judgment; (c) on June 30, 2009, the District Court entered judgment accordingly; (d) on April 17, 2013, a three-judge panel of the Ninth Circuit Court of Appeals issued an opinion reversing the District Court's conclusions that the Ordinance had effectuated a regulatory taking, a private taking, and is unconstitutional; (e) on June 26, 2013, the Ninth Circuit Court of Appeals issued the mandate; and (f) on September 3, 2013, ELS filed a petition for review by the U.S. Supreme Court. ELS's compliance with the Ordinance is without prejudice to its rights in this matter all of which are hereby reserved." 2230196.2 CITY OF MhYORARDO. jL VICE 41A\011 BAR1ARA I IiLLFR COUNCn.r,IliM IER KATE COIAN COUNCILMEN{DER DmioN, CONNOI.LY ---m% .,,{:OUNCILMCMDER ANDREWCUYUGAN MCCULLOUGII 6:..�.re4�r �Tt'��E�'< f�se?r3.'-!r..i:�=�rS�:.�4i`.z't••..'�.";4?7t+i>.'�'—�3'.'�+�..�:�e'`''-��n moi- � ��'��s�'..�t � -:tr "?";` ,.:_r.* �....._�. ,,.� . ;-i�.l OFFICE OF THE crrV ATTORNEY Robert P.13pslein, City Attorney Lisa A, Goldficn, Assistant City Allorney Eric T, D&VIs, Deputy CIIy Attorney It September 19, 2013 (Serif by regular mail & aindl: Dan Perlis Q eauitvlifesivie.cont) Bquity Lifestyle Properties Mr. Dan Perlis, VP California Operations 301 Forest Avenue Laguna Beach, CA 92651 Equity Lifestyle Propet:ties Mr. Peter Underhill, Regional Vice President 7310 N. Wl`.Street, Suite 300 Phoenix, AZ 85020' RE: CK -Alt Urban Consumer -San Francisco / Oakland I San Jose Gentlemen: The August 2013 CPI for California, All Urban Consumer, Sari Fraticiseo, Oakland, San Jose areas is 2.0%. A copy of the index provided by the San Francisco Office of the U.S. Department of Labor, Bmeaa of Labor Statistics, is attached for your information. This Figure has also been verified by the City of San Rafael Finance Department. For convenlenco and environmental efficiency, this office has dotermined that it is not necessary to have your property manager deliver a copy of the rent increase letters for encu tenant. Flowever, we request a copy of the notification letter to the City Manager, a copy of the calculation and rent increase worksheets of the annual CPI rent adjustment for 2014, sample copies of letters to tenants regarding the rent increase, and your certificate of mailing. If you prefer, you may provide those documents to this office in PDF format via email as follows: city.attorilev@—Cityorsanrafae .. I!g.. Thank you for your cooperation in this regard. v3ty truly yours, j LISA A. GOLDFIEN Assistant City Attorncy Enclosure cc: Nancy Markle, City Mnnager Robert F. Epstein, City Attorney Dick Heine, President, CMHOA Jim Rueter, Contempo Marin Community Manager (Yin entail to James Rueter a eai itWifestvle.coin) 1480 Fifth Avenue (11,0. Box 151560) San Whel, CA 94915-1560 PHONE: (415)485.3080 i PAX: (415)48S.3t09 / EMAIL: city,atiomey@cityofsanrafael.org Bureau of Labor Statistics Data Page 1 of 2 A to Z ladex I FAQs I About BLS I Contact Us Subsalbe to E mall UpdateS follow Us •. I Whaft Now I Release Calendar I Site Map Search &S.gov Home I SublectAreas I Databases & Tools I Publications I Economic Releases I Beta I Databases, Tables & Calculators by Subject Change Output Options: From: 2D03 • . To: 2013 a oInciude graphs ' Mr)re Formattina dotioill•.► Data extracted on: September 17, 2013 (5:24:38 PM) Consumer Price fndox - All Urban Consumers 12 -Month Percent Change Series Id: CUURA422AAO Not Seasonally Adjusted Area: San Francisco -Oakland -San Jose, CA Item: All items - old base Base Period: 1967=100 Download: qt zu HELP Year �,7a>� l:et� Mar 12003! 3.4 RESOURCES 0.z _.. -•1.6 _____, 20_05_' ._ Whars New 2006 __.-... 2.9�r, 2007 3.2 2008 - 2.8 200 1.2 i zo9+ ic°_ 2011 1.7 3.0 k_ 0131_2012 2 _ TOOLS Ames at a Glance Industries at a Glance Economic Releases FONT SIZE: +% May Jun Jul rAu'Se� ldct, Nov Dec, annual 'fpr HALF1 HA! F2 2.21 1.61 1.5 1.0; 1.1 1.8 2.4 1.2° 0.51 1.4 1,2� 2,11 ^ _ 2.11 -1.2 0.7 _ 1.7 2.1 i _ _1.1 2.2��- 2 _ -- 2.0 1.9 1.7 2.3 3.2� ___ 3.9! 38'1 2.5' 3.4L3.2 3.2 3.3; 3.3 jl- �---- _ 3.4 .6 _ -.�23.3 L , 3.9; -..-.3.2 _ 3.3 3.21 2.94 4,2; 4.2 `3.6� 0.0 3.1 3.3 3.0i 0,8' r0.2 _ 0.2; 0.1L 2.6 ~' 0.7 ^ OJ 0.8 1.7-- 1.1 1.0l 0.9 1.5 1,4 1.7 1.15 2.81 2.4 2.91 3.2 2.9 2.6 2.2 3.0, 2.11 2.6 2.8 3.2 2.2 2.7 2.6 _ _2.8 ? 2.4 2.4 ASGvlT 14 AV4,vjf" C /O.W k 2 CALCULATORS HELP INFO RESOURCES Inflation Help S Tutorials Whars New Inspector General (01G) Location Quotient FAQs Careers ® BLS Budget and Performance Injury And Illness Glossary Flnd III DOL No Fear Act http://data.bis.gov/pdq/StirveyOutputSeivlet 9/17/2013 Contempo Maria 400 Yosemite Road San Rafael, CA 94903 2014 Rent Increase Worksheet (CPI -All Urban Consumer -San Francisco 1 CPI % Change: 2.00°/1 Oakland / San Jose) 75% of CPI: 1.50% Gross Receipts: $377,588.26 Gross Divided by 398 Sites: $953.51 Rent Increase: $14.30 (75% of CPI) x (Grose Divided by 395 Sites) Rent Increase (Rounded): $14.00 (Round to Nearest Hundredth) Site status Leare Lype Currtnt Base Rent Rent Encrtast AllowitilaRtnt Effective 01/01/ 2014 0001 Occupled MMRC = _ $ 769.38 $ 14.00 $ 783.38 0002 Occupied MMRC - $ 741.38 $ 14.00 $765.36- 765.36-0003 0003 bccupled MMRC $ 788.38 $ 14.00 $ 802.38 0004 Occupied MMRC $ 791.38 $14.00 $ 805.38 0005 Occupied MMRC $ 729.38 $14.00 $ 743.38 0006 Occupied MMRC $ 761.06 $14,00 $ 766.06 0007 Occupied MMRC $ 729.38 $14.00 $ 743.38 0008 Occupied MMRC $ 791.38 $14.00 $ 805.38 0009 Occupled MMRC $ 715.38 $14,00 $ 729.38 �Wi0i Occupied MMRC $ 721.38 $14.00 $ 735.38 0011 Occupied MMRC $ 729.38 $ 14.00 $ 743.38 0012 Occupied MMRC _ $ 786.38 $14.00 $ 800.38 0013 Occupied WRIC $ 791.38 $14.00 $ 805.39 0014 Occupled 12M $1 760.00 $ 14,00 $1784.00 0015 Occupied MMRC $ 781.38 $ 14.00 $ 795.38 0016 Occupied MMRC $ 788.38 $1400 $ 802.38 0017 Occupied MMRC $ 786.38 $ 14.00 $ 800.38 0018 Occupied MMRC $ 729.13 I $ 14.00 $ 743.13 0019 Occupied MMRC $ 746.38 $ 14.00 $ 760.38 0020 Occupied ARNT $1750.00 $ 14.00 $1764.01) 0021 Occupied MMRC T $ 761.38 $ 14.00 $ 775.38 0022 Occupied MMRC $ 734.38 $ 14,00 $ 748.38 0023 Occupied MMRC $ 764.38 14.00 $778. 38 - 0024 Occupied MMRC-- $ 729.38 _$ $ 14.00 $ 743.38 W 0026 Occupied MMRC ^ $ 791.38 $ 14.00 $ 805.38 0028 Occupied MMRC $ 768.38 $ 14.00 $ 802.38 0027 Occupied _ _WRC_ $ 788.38 $14.00 $ 802.38 0028 Occupied MMRC $ 766.38 $ 14.00 $ 780.38 0029 Occupled MMRC $ 786.38 $ 14.00 $ 800.38 0030 Occupled MMRC $ 793.61 $ 14.00 $ 807.61 0031 Occupied MMRC $ 734.36 $ 14.00 $ 748.38 0032 Occupled MMRC $ 734.38 $ 14.00 $ 748.38 0033 Occupied ARNT $1 625.00 $ 14.00 $1839.00 0034 Occupied MMRC 0035 '> Occupied 12M 0036 Occupied MMRC 0037 Occupied MMRC 0038 Occupied MMRC 0039 Occupied MMRC 0040 Occupied MMRC 0041 Occupied MMRC 0042 Occupied 12M 0043 Occupied MMRC 0044 Occupied MMRC 0045 Occupied MMRC 0046 Occupied MMRC 0047 Occupied ARNT 0048 Occupied MMRC 0049 Occupied ARNT 0050 Occupied MMRC 0051 Occupied MMRC 0052 Occupied MMRC 0053 Occupied MMRC , 0054 Occupied MMRC 0055 Occupied MMRC 0056 Occupied ARNT 0057 Occupied MMRC 0058 Occupied MMRC 0059 Occupied MMRC 0060 Occupled _ MMRC 0061 Occupied MMRC 0062 $14.00 Ocou pled MMRC 0063 $ 763.38 Occupied MMRC 0084 Occupied ARNT 0065 Occupied MMRC 0068 Occupled MMRC 0067 Occupied MMRC 0068 Occupied MMRC 0069 { Occupied MMRC 0070 $ 721,36 ' Occupied 12M 0071 $ 14.00 Occupied MMRC 0072 $ 802.38 Occupied MMRC $1 784.00 $ 788.38 j Occupied MMRC `0073 0074 Y j Occupied 12M 00751 Occupied MMRC 0076 1 Occupied MMRC 0077 Occupied MMRC 0078 Occupied MMRC 0079 Occupied MMRC 0080 i Occupied 12M 0081 i Occupied MMRC 0082 _f $ 74218 Occupied MMRC 0083 1 $ 14.00 Occupied MMRC 0084 0 upled MMRC 0085' Occupied MMRC 0087 j Occupied MMRC $ 757.38 $14.00 $ 771,38 $1 750.00 $14.00 $1764.00 $ 781,38 I_$ 14.00 $ 795.38 $ 791.38 ' $ 14.00 $ 805,38 $ 788.38 $ 14.00 $ 802,38 $ 781,38 ; $ 14.00 $ 795.38 $ 766.38 ! $ 14.00 $ 800,38 $ 800.38 $ 14.00 $ 814.38 $1925.00 $ 14.OD $19: 9.00 $ 788.38 $ 14.00 $ 802.38 $ 781.38 { $ 14.0 $ 795.38 $ 734.38 I $ 14.00 --- a-748.38 $ 788.38 i $ 14.00 $ 802.38 $17,50.00 $ 14.00 $1784.00' $ 764.38 ` $ 14.00 $ 778.38 $17,50.00 $14.00 $1 764.00 $ 791.38 $ 14.00 $ 805.38 $ 788,38 $14.00 $ 802.38 $ 788.38 $ 14.00 $ 803.38 $ 721.38 ; $ 14.00 $ 735.38 $ 786,38 $ 14.00 $ 800.38 $ 752.38 , $ 14.00 $ 786.38 $1826.00 $ 14.00 $1839,00 $ 726.38 $14.00 $ 740.38 $ 769.38 j $14.00 $ 783.38 $ 729.38 $ 14.00 $ 743.38 $ 799,69 $14.00 $ 813.69 $ 729.38 ! $14.00 $ 743.38 $ 775.38 $14.00 $ 789.38 $ 739.38 $14.00 $ 763.38 $1750.00 , $14.00 $1764.00 _.. $ 781.38 a $ 14.00 $ 795.38 $ 784.38 $ 14.00 $ 778.38 $ 788.38 $14.00 $ 802.38 $ 788.38 $14,00 $ 802.38 $ 757.38 ! $14.00 _ $--771.38 $1 750.00 r $14.00 $1 764.00 $ 721,36 ' $14.00 $ 735.38 $ 721,38 $ 14.00 $ 736.38 $ 788.38 $ 14.00 $ 802.38 $1760.00 $ 14.00 $1 784.00 $ 788.38 j $14.00 $ 802.38 $ 766.83 j $14.00 $ 779.83 $ 788.38 $ 14.00 $ 802.38 $ 795.38 $ 14.00 $ 809.38 $ 791,38 $ 14.00 $ 805.38 $1 750.00 $ 14.00 $1 764.00 $ 788.38 $ 14.00 $ 802.3B $ 781.38 $14.00 $ 795.38 $ 791,38 $ 14.00 $ 805.38 $ 768,93 ' 3 14. OD $ 780.93 $ 74218 $ 14.00 $ 756.3B $ 765.26 $ 14.00 $ 779.26 0088 Occupied MMRC $ 730.09' $14,00 $ 744,09 0089 Oocupled MMRC $ 788,38 $ 14,00 $ 802.38 0090 Occupied MMRC $ 788.38 ; $ 14.00 $ 802.38 0091 Occupied MTM $1750.00 $ 14.00 $1764.00 0092 Occupied MMRC $ 752,38 j$ 14.00 $ 766.38 0093 Occupied MMRC $ 786.38 $14.00 $ 802.38 0094 Occupied MMRC $ 788,38 , $ 14.00 $ 802.38 0095 Occupied MMRC $ 723,38 $14,00 $ 737.38 0096 Occupied MMRC $ 791.38 { $14.00 $ 805.38 0097 Occupied 12M $1750,00 , $14,00 $1704.00 0098 Occupied 12M 0099 Occupied ARNT $1760.00 I $14.00 $1764.00 0100 Occupied _ MMRC $ 788.38 $14.00 $ 802.38 0101 - Occupied MMRC $771.34 $14.00 $ 785.34 0102 Occupied MMRC $ 781.45 i $14.00 $ 795.45 0103 Occupied MMRC $ 734.38 ' $14.00 $ 748.38 0104 Occupied MMRC $ 732,38 ' $1d.00 $ 746.36 0105 Occupied MMRC $ 723.38 ; $14.00 $ 737.38 0106 Occupied MMRC $ 721.38 $14.00 $ 736.38 0107 Occupied 124 _.--$1 760.0Oµ $ 14,00 $1764.00 0108 Occupied MMRC $ 773,38: $14,00 $ 787.38 0109 Occupied ARNT $1815.00 ; $ 14.00 $1829,00 0110 Occupied MMRC $ 764.65 $ 14.00 $ 778.66 0111 Occupied ARNT $1 750,00 1 $ 14.00 $1764,00 0112 Occupied MMRC $ 730.38 $ 14.00 $ 744.38 0113 Occupied MMRC $ 745.79 $ 14,00 $ 759.79 0114 Occupied MMRC $ 764.38 $14,00_ $ 778.36 4115 Occupied MMRC -7 $ 761,38 $14,00- '- $ 795.38 0116- �_.._ _ Occupied __ MMRC _ _ $ 726,38 j $14,00 - $ 740.38 0117 Occupied MMRC $ 729,38 ; $14,00 $ 743.38 0118 Occupied MMRC $ 71e.38 ' $14,00 $ 730,38 0119 Occupied MMRC $ 770.38 i $14.00 $ 784.38 0120 Occupied MMRC $ 734.38 $14.00 $ 746.38 0121 Occupied MMRC $ 788.38 $14.00 $ 802,38 0122 Occupied MMRC $ 791.38 $14.00 $ 805.38 0123 Occupied MMRC $ 729.38 $14.00 $ 743.38 0124 Occupied �+ MMRC $ 734.38 $14.00 $ 748.38 0125 Occupied MMRC $ 791.38 $ 14,00 $ 805.38 0126 Occupied MMRC $ 770.38. $ 14,00 $ 784.38 0127 Occupied MMRC $ 729.38 _ $ 14.00 _ $ 743.38 0128 Occupied MMRC $ 721.38 $ 14,00 $ 735.38 0129 Occupied MMRC $ 729.38 $ 14,00 $ 743.38 0130 Occupled T MMRC $ 786.38 $ 14.00 $ 800.38 0131 Occupied MMRC $ 761.38 ` $ 14.00 $ 775.38 0132 ! Occupied MMRC $ 604,38 $14.00 $ 818.38 0133 + Occupied MMRC $ 729.38 $14.00 $ 743.38 0134 Occupied MMRC $ 728.38 + $14,00 $740.38-- 740.380135i 613-5'i Occupied MMRC $ 737.38 $14.00 $ 751.38 0136 Occupied MMRC $ 781.38 i $14.00 $ 795.38 0137 Occupied 12M $1750.00 $14.00 $1764.00 0138 Occupied MMRC $ 788.38: $14.00 $ 602.38 0139 Occupied MMRC $ 768.38 $14.00 $ 802.38 0140 Occupied MMRC $ 734,38 $ 14,00 $ 748.38 0141 Occupied MMRC $ 781,38 €I $14.00 $ 795.38 0142 Occupied ARNT $1 750.00 ` $14.00 $1784.00 0143 ' Occupied MMRC $ 781.38 I $14.00 $ 795.38 0144 Occupied MMRC- u $ 768.38 $14.00 $ 780.38 0145 Occupied MMRC $ 791.38 $14.00 $ 805.38 0148 Occupied MTM $1530,20 $14,00 $1544,20 0147 _ Occupied MMRC $ 788,38 $14.00 $ 802.38 0148 Occupied MMRC $ 795.27 1 $14.00 $ 809.27 0149 Occupied MMRC $ 788.38 $14.00 $ 802.36 0160 OccupiedMMRC $ 791.38 i $ 14,00 $ 805.38 0151 Occupied MMRC $ 791.38 $14.00 $ 805.38 0152 Occupied 12M $1760,00 I $14,00 $1704,00 0153 Occupied ARNT $1750,00 $14.00 $1764.00 T 0154 Occupied MMRC $ 734.38 $14.00 $ 748.36 0155 Occupied MMRC $ 795.38 $14.00 $ 609.38 0156 Occupied MMRC $ 729.38 $14,00 $ 743.38 0167 Occupied MMRC $ 781.38 $14.00 $ 795.36 0168 Occupied 12M $1750.00 I $14.00 $1764.00 0159 Occupied MMRC $ 791.38 $14.00 $ 805.38 0160 ! Occuplad MMRC $ 788.36 ; $14.00$ L 802.38 0161 Occupied MMRC_ $ 793,38 ! $14.00 $ 807.38 0182 Occupiedd MMRC w $ 791.38 $ 14.00 $ 805.38 0183 Occupie MMRC_ $ 788,38 $14,00 $ 802.38 0164 Occupied _ - _ - 12M $1750.00 $14.00 $1764.00 0165 Occupied MMRC $ 791.38 $ 54.00 $ 805.38 0166 Occupied MMRC $ 766,38 I $ 14.00 $ 780.38 0167, - l Occupied -� MMRC $ 804,38 $14,00 $ BtB.38 0168 Occupied MMRC $ 733.34 1 $14,00 $ 747.34 0169 Occupied 12M $1750.00 ; S 14.00 $1 764.00 0170 Occupied ARNT V $1 810,00 i $14.00 $1 824.00 0171 Occupied 12M $1760.00 $ 14.00 $1784.00 0172 Occupied MMRC $ 788.38 j $14.00 $ 802.38 0173 f Occupied MMRC $ 734.38 $ 14.00 I $ 748,38 0174 Occupied 12M $1750.00 , $ 14.00 $1764.00 0175 Occupied MMRC $ 721.38 $14.00 $ 735.36 0176 Occupied MMRC $ 721.36 $14.00 $ 735.38 _ Oi77 Occupied MMRC $ 791.38 , $ 14.00 $ 805.38 -0178 Occupied MMRC $ 758,38 $ 14.00 $ 770.38 0179 Occupied 12M $1750.00 $ 14.00 $1764.00 0180 ~Occupied MMRC--.._ $ 721.38 $ 14.00 $ 735,38 0181 Occupied MMRC $ 729.38 $ 14.00 $ 743.38 0182 [ Occupied MMRC $ 722,38 $ 14.00 $ 736,38 0163 Occupied MMRC $ 800.38 $ 14,00 I $ 814.38 0184 f Occupied MMRC $ 804,38 $ 14.00 $ 818.38 0185 f Occupied--_. _-_MMRC-- -----M-MRC--- - - $ 800.38 $ 14,00 $ 814.38 -- 0186 i Occupied MMRC $ 786.38 $ 14.00 $ 800,38 0187 R Occupied MMRC $ 788.38 $ 14.00 $ 802.38 0188 Occupied MMRC $ 786.38 $ 14.00 $ 800.38 0189 Occupied MMRC $ 788.38 ; $ 14.00 $ 802.38 0190 j Occupied ARNT $1750,00 $ 14.00 $1784.00 0191 Occupied MMRC $ 788.38 $ 14.00 $ 802.38 0192 Occupied MMRC $ 811.38 $ 54.00 $ 825.38 0193 Occupied MMRC $ 853.17 $ 14.00 $ 867.17 M4 Occupied MMRC $ 813.38 $ 14.00 $ 827.38 0195 Occupied MMRC $ 835.38 ' $14.00 $ 849.38 0196 Occupied MMRC $ 828,38 $14.00 $ 840.38 0197 Occupied MMRC $ 769.38 $ 14.00 $ 783.38 0198 Occupied MMRC $ 799.38 $ 14.00 $ 813.38 0199 Occupied MMRC I $ 811.38: $ 14.00 $ 826,38 0200 Occupied MMRC {I $ 830.38 ! $14.00 $ 844.38 0201 _ Occupied MMRC $ 734.38 S 14.00 $ 748.38 0202 Occupied 12M I $1750.00 i $14.00 $1764.00 Occupied MMRC $ 796.38 ; $14.00 $ 612.38 0204 Occupied 12M $1 750.00 I $14.00 $1764.00 0205 �- Occupied MMRC $ 791.38 $14.00 $ 805.38 0206 Occupied MMRC I $ 788.36 ' $14.00 $ 802.38 ._...__.v_..._._. 0207 Occupied ___ MMRC _ $ 788.38 $14.00 $ 600.38 --0208 - Occupied 12M $1750.00 $14.00 $1764.00 0209 Occupied MMRC $ 734.38: $14.00 $ 748.38 0210 Occupied MMRC $ 800.38 $14.00 $ 814.38 02i1 Occupied MMRC $ 781.38 $ 14.00 $ 795.38 0212 Occupied MMRC $ 788.38 $ 14.00 $ 802,38 0213 Occupied MMRC $ 813.38 $14.00 $ 627.38 0214 Occupied MMRC $ 826.38 $14.00 $ 840.38 0215 Occupied ARNT $1 926.00 $14.00 $1039.00 0216 Occupied MMRC $ 765.38: $ 14.00 $ 769.38 0217 Occupied MMRC$ 788,38 ; $14.00 $ 802.36 0218 Oc cupled _ MMRC $ 793.38 i $14.00 _ $ 807.36 0218 Occupied-~ MMRC - $ 798.36 ! $14.00 $ 812.36 0220 - _ -Occupied ARNT -31 760.00 ; $14A0 $1 764.00 0221 Occupied MMRC $ 788.38: $ 14.00 $ 802.36 6222 Occupied MMRC $ 804.38 .; $14,00 $ 818.38 0223 Occupied MMRC $ 813.38 j $14,00 $ 827.38 0224 Occupied MMRC I $ 835.38 ' $14.00 $ 849.38 0225 Occupied MMRC $ 813.38 ; $14,00 $ 827.38 0226 Occupied MMRC $ 786,38 ' $14.00 $ 800.38 0227 Occupied MMRC $ 803.7i'--$ 14-.0& $ 817.78 0228 Occupied 12M $1750.00 $ 14,00 $1764.00 0229 Occupied 12M $1 750.00 $14.00 $1704.00 0230 Occupied MMRC S-7-88.38 T $14.00 0231 Occupied MMRC $ 788.38 $14.00 $ 802.38 0232 Occupied MMRC $ 794.38 $14.00 $ 808.38 0233 Occupied MMRC 4 $ 721.38: $14.00 $ 736.38 0234 Occupied 12M $1750,00 $ 14.00 $1764.00 0235 Occupied MMRC $ 726,38 $14.00 $ 740.38 0236 Occupied MMRC $ 795.38 ; $14.00 $ 809.38 0237 Occupied MMRC $ 791.38 $14 .00 $ 805.38 0238 - Occupied MMRC $ 726.38 $14.00 $ 740,38 0239 Occupied LTL $1925.66 $14.00 $1 939.00 - 0240 Occupied MMRC $ 811.38 $14.00 $ 825.36 0241 Occupied �- MMRC $ 811.38 $14.00 $ 825.38 0242 ? Occupied MMRC $ 813.38 $ 14.00 S 827.38 0243 Occupied ARNT $1750.00 $14.00 $1764,00 0244 Occupied MMRC $ 767.38 $14.00_ S 771.38 0245 Occupied MMRC + $ 788.36 $ 1d.00 $ 802.38 0246 ` Occupied ARNT I $1750.00 $14.00 $1 784.00 0247 Occupied MMRC $ 788.38 j'i $14.00 $ 802,38 0248 Occupied MMRC $ 791.38 $14.00 $ 805.38 0249 Occupied 12M $1 750.00 I $14.00 $1764.00 0260 �� Occupied MMRC $ 729.38 i $14.00 $ 743.38 025i Occupied - 12M $1750.00 $14.00 $1764.00 1764.00 0252 0252 Occupied MMR& - $ 729m---I--f *14.00 $ 743,38 j 0253 Occupied MMRC $ 781.38 - $1400' 14.00 $ 795.38 li 0254 Occupied MMRC $ 809,52 $ 14.00 $ 823.62 0265 Occupied MMRC $ 800.38 `: $ 14,00 $ 814.38 0266 Occupied MMRC $ 786.38 $14.00 $ 802,38 0267 Occupied MMRC $ 791.38 $14.00 $ 005.38 0268 Occupied MMRC $ 791.38 $14.00 $ 805.36 0259 Occupied MMRC $ 788.38 $ 14.00 $ 802.38 0260 Occupied MMRC $ 788.38 i $ 14,00 $ 800,38 0261 Occupied MMRC $ 788.36 ( $14.00 $802.38 0262 Occupied MMRC $ 734.38 $ 14.00 $ 748,38 0263 Occupied MMRC $ 781.38 $14,00 $ 795.38 0264 Occupied MMRC $ 709.38 i $14.00 $ 723.38 0285 Occupied MMRC $ 756.36 $14.00 $ 770.38 0266 Occupied MMRC $ 788.38 $14.00 $ 802.38 0267 Occupied MMRC $ 786.38 $14.00 $ 800.36 0268 Occupied MMRC $ 752.38 $14.00 $ 766.38 0269 Occupied MMRC $1925,00 $14.00 $1939.00 0270 Occupied MMRC $ 781.68 ' $ 14.00 $ 795.58 027f Occupied MMRC $ 800.38: $ 14.00 $ 814.38 0272 Occupied MMRC $ 804.38 $14.00 $ 818.38 0273- _ Occupied MMRC $ 737.38 ' $ 14.00 $ 751.38 0274 Occupied MMRG $ 756.38 $ 14.00 $ 770,38 0275 Occupied MMRC $ 791.38 i $ 14.00 $ 805.38 0276 Occupied MMRC $ 729.36 $ 14.00 $ 743.38 0277 Occupied MMRC $ 781.38 1 $ 14.00 $ 795.38 0278 Occupied 12M $1750.00 f $14.00 $1 784.00 0279 Occupied MhdF.0 $ 788.38 $ ;4,00 $ 800.38 ! 0280 Occupied MMRC $ 786.38 ; $14.00 $ 800.38 I{ 0281 Occupled MMRC $ 729.38 $14.00 $ 743.38 0282 Occupied MMRC $ 726.38 ! $14.00 $ 740.38 0283 Occupied MMRC $ 757.38 $14.00 $ 771,38 0284 {' Occupied MTM $1750.00 $ 14.00 $1 764.00 0265 ! Occupied MMRC $ 804.38 $14.00 $ 816.38 -- -d-286 -- --- . Occupied MMRC $ 726.38 $ 14.00 $ 740,38 0287 Occupied 12M $1760.00 $ 14.00 $1764.00 0288 Occupied MMRC $ 734.88: $ 14.00 $ 748.88 0289 Occupied ARNT $1760.00 $ 14.00 $1764.00 0290 I Occupied MMRC $ 791.38. $ 14.00 $ 805.38 0291 { Occupied MMRC $ 721.38 ; $ 14.00 '035.38 0292 Occupied MMRC $ 791.38^ $-14,00 0293 Vacant $ 0.00 0294 ( Occupied MMRC $ 786.36 $14,00 $ 600.38 0295 Occupied MMRC $ 788.36 i $ 14.00 $ 602.38 0296 E Occupied MMRC $ 734.36 $ 14.00 $ 748.38 0297 Occupied MMRC $ 788,38 $ 14.00 $ 002.38 0298 Occupied MMRC $ 791.38 $ 14.00 $ 805.38 0299 Occupied ARNT $1 750.00 $ 14,00 $1 784.00 0300 Occupied MMRC S 791.38 $14.00 $ 805.38 0301 Occupied MMRC $ 734.38 $14.00 $ 748.38 0302 Occupied 12M $1750.00 $14,00 $1764.00 0303 Occupied _ MMRC 06.38 $14.00 $ 795.38 0304 Occupied 12M $1611.20 1 $14,00 $1525.20 0305 Occupied MMRC $ 788.38 f $ 14.00 $ 802,38 0306 Occupied MMRC $ 767.38 $14.00 $ 771.38 0307 Occupied 12M $1 750.6Y! $14,00 $1764.00 Occupied MMRC $ 788.38 $14.00 $ 802.38 0309 Occupied MMRC $ 788.36 $14.00 $ 802.38 0310 - Occupied MMRC $ 727.38 $14.00 $ 741.38 0311 Ocxupled 12M $1 760.00 a $1 $1 764.00 i 0312 Occupied MMRC _y $791.38 _ _ 144.00 $00 $ 805.38 0313 V Occupied 12M $1750.00 ; $14.00 $1784.00 jl 0314 - Occupled MMRC $ 801.38 j $ 14.00 $ 816.38 0315 Oocupled MMRC $764.38 ! $14.00 $ 778,38 0316 Occupied MMRC $ 721,38 $14.00 $ 735.38 0317 Occupied MMRC _ - $791.38 $14.00 $ 805.38 0318 Occupied MMRC $ 788.38 I $ 14.00 $ 802,38 0319 Occupied I MMRC $ 795.64 j $14.00 $ 809.64 0320 v Occupied I MMRC $ 709.38 ` $14,00 $ 723.38 0321 Occupied ARNT $1750.00 ! $ %0D $1764.00 0322 Occupied ARNT $1750.00 :. $14.00 $1764.00 0323 Occupied _ - MMRC $ 795.38 ; $14.00 $ 809.38 0324 Occupied MMRC $ 804,38 $14.00 $ 818.38 0325 Occupied MMRC $ 810.82 $14.00 $ 824.82 0326 Occupied MMRC $ 791.38 + $14,00 $ 805.38 `'0327 Occupied 12M $1 760.00 ' $ 14.00 $1764.00 0328 Occupled MMRC $ 788.38 $14.00 $ 802,38 0329 Occupied MMRC $ 788.38 ' $14.00 $ 802,38 0330 Occupied MMRG $ 766.38 $14.00 $ 770,38 0331 Occupied MTM $1750.00 $14-00 $1784.00 0332 Occupied MMRC T- $ 791.38 ' $14.00 - $ 805.38 0333 Occupied ARNT $1 750.00 $14.00 $1764.00 0334 Occupied MMRC $ 721.38 $ 14.00 $ 735.38 0335 Occupied MMRC $ 806.83 $ 14.00 $ 820.63 0336 Occupied ^MMRC $ 776.38: $14.00 $ 790,38 0337 Occupied MMRC $ 780.38 $14.00 $ 794.38 0338 Occupied _ ARNT $1925.00 ' $14,00 $1939,00 0339 Occupied MMRC $ 835.38 ; $ 14.00 $ 849,38 0340 Occupied MMRC $ 815.38 ; $ 14.00 $ 829.38 0341- _. Qccupled MMRC $ 734,38 $14.00 $ 748.38 0342 Occupied 12M $1 750.00 $1400 $1764,00 T 0343 Occupied __. ARNT $1 750.00: $14.00 $1 764.00 0344 Occupied MMRC $ 764.38 $ 14,00 $ 778.36 0345 ' Occupied MMRC $ 788.38 $14.00 S 602,38 0348 I Occupied MMRC $ 728.38 I $14.00 $ 742.38 0347 Occupied ARNT $1 750.00: $ 14.00 $1764.00 0348 j Occupied MMRC $ 782.37 $14.00 $ 796.37 0349 i Occupied MMRC $ 734.36 ` $ 14.00 $ 748,38 0350 Occupied MMRC $ 729.38 $14.00 $ 743,38 0351 Occupied MMRC $ 786.38 ' $ 14.00 $ 800.38 0362 Occupied MMRC $ 798,38 $14.OQ $ 812,3$ 0353 Occupied MMRC $ 791.38 ' $ 14.00 $ 805.38 0354 Occupied MMRC $ 729.38 ; $ 14.00 $ 743,38 0355 Occupled MMRC $ 791,38 $14.00 $ 805.38 0356 Occupied MMRC $ 791.38 ( $14.00 $ 605.36 0357 Occupied ARNT $1749.00 $14.00 $1763.00 0358 Occupied MMRC $ 757.38 1 $ 14.00 $ 771,38 0359 Occupied MMRC $ 791.38 $ 14.00 $ 805,38 0360 Occupied 12M $1750.00 $ 14.OD $1764.00 0361 Occupied MMRC $ 700.38 $ 14,00 $ 714.38 0362 Occupied MMRC $ 720.38 $14,00 $ 734.38 0363 Occupied 12M $1 750.00 ` $14.00 $1764.00 0364 Occupied _ MMRC W S791,38 $ 14 OD $ 805.38 0365 Occupied MMRC $ 789.19 f $14.00 $ 803.19 4366 Occupied MMRC $813.38 $ 14.00 "i 827.38 0367 Occupied MMRC $ 828.38 $14.00 $ 840.36- 0368 V Occupied MMRC $ 790.38 ', $ 14,00 $ 804.38 - 0369 Occupied MMRC $ 788.38 $14.00 $ 802.38'- 0370 Occupied MMRC $ 734.38 { $14.00 $ 748.38 0371 Occupied MMRC $ 800.38 $14.00 $ 814.38 0372 Occupied ARNT $1750.00 ; $ 14.06 $1764.00 0373 Occupied MMRC - $ 816.38 $14.00 $ 830.38 0374 Occupied MMRC $ 798.18 ; $14.00 $ 812.16 0375 _ Occupied MMRC $ 828.38 ! $14.00 $ 840.38 0376 Occupied 12M $1 925.06 L $14.00 $1939.00 0377 Occupied MMRC $ 781,38 $14.00 $ 795.38 0378 Occupied MMRC $ 811.38 $ 14.00 $ 825.38 0379 Occupied MMRC $ 726.38 $ 14.00 $ 740.36 0380 Occupled MMRC$ 781.38 $ 14.00 $ 775.38 0381 Occupied 12M y' $17 00 I $ 14,00 $1764,00 0382 Occupied MMRC $ 791.38 $14.00 $ 805.38 0383 Occupied MMRC I! $ 781.38 $ 14,00 $ 795.38 0384 Occupied ARNT $1750.00 $ 14.00 $1764.00 0385 Occupied - - 'MMRC i $ 721.36 $14.00 $ 735.36 0388 Occupied p MMRC �- � $ flQ0.38 : $14 1) $ 814.38 0387 Occupied MMRC $ 721.38 ' $ 14.00 $ 735.38 _ 0388 Occupied MMRC $781,38 $14.00 $ 795.38 0389 Occupied MTM $1 750.00 $ 14.00 $1 784.00 0390 { Occupied MMRC $ 791.38: $14.00 $ 805.38 0391 Occupied MMRC $ 791.38 ' $14.00 $ 805.38 0392 Occupied MMRC $ 786,38 $14.00 $ 600.38 0393 Occupied MMRC $ 826.38 $ 14.00 $ 840,38 0394 Occupied MMRC { $ 826.38 $ 14.00 $ 840.38 0395 l Occupied - MMRC lY $ 811.38 $ 14.00 $ 825.38 0396 Occupied MMRC I $ 769.36. $14.00 $ 783.38 0397 Occupied T MMRC 1 $ 826.38 + $ 14.00 $ 840.38 s Ln September 24, 2013 Elaine Holmes 188 Isle Royale Court San Rafael, CA 94903 RE; Homesite #0188 Notice of Rent Increase (California Civil Code Section 798,30) Dear Elaine Holmes: Equity Lifestyle Properties, Inc. Contempo Marin 400 Yosemite Road San Refaai, CA 94903 Phone (41 S) 479.6816 Pursuant to California Civil Code Section 798.30, Equity LifeStyle Properties, Inc. ("ELS") is required to give you 90 days written notice of any increase in your rent. This letter constitutes the legally required notice for your rent increase, which will take effect January 1, 2014. Chapter 20 of the City of San Rafael Municipal Code ("Ordinance") sets forth a comprehensive scheme for regulating rents in mobilehome parks within the City of San Rafael ("City"), The constitutionality of City's Ordinance is disputed as described below, LITIGATION UPDATE/MARKET RENT NOTICE Please take note that (a) on January 29, 2008, the United States District Court for the Northern District of Cal fornla (the "Court") Issued Findings of Facts, Conclusions of Law and Order Thereon ("Findings") in the matter ELS vs. City of San R*el. The Court concluded In these Findings that the Rent Control Ordinance lir effect in the City of San Rafael (the "Ordinance") had effectuated both a regulatory tailing and private taking and Is unconstitutional; and (b) on April 17, 2009, else Court Issued an Order for Entry of Judgment ("April 2009 Order'), which reaffirmed the rulings that the San Rafael Ordinance is unconstitutional and stated that enforcement of the San Rafael Ordinance would be Immediately enjoined with respect to new residents and expire entirely 10 years from the date of judgment. On June 30, 2009, the Court entered judgment accordingly, The City of San Rq ael and the Contempo Marin Homeowners Association appealed the Court's judgment, and moved for a stay of the Injunction pending appeal, The United States Court of Appeals dented their motion to stay Ilse Injunction, On April 17, 2013, a three-judge panel of the Court of Appeals Issued an opinion (the "Opinion`] reversing the District Court's conclusions that that the Ordinance had effectuated a regulatory taking, a private taking and Is unconstitutional, ELS disagrees with the Court of Appeals opinion on those Issues. On May 1, 2013, ELS flied with the Court of Appeals a Petition for Panel Rehearing and Rehearing En Banc, which the Court of Appeals dented on June 3, 2013. On June 9, 2013, ELS filed a petition to stay Issuance of the Court of Appeals' mandate pending the filing of a petition for review by the U.S. Supreme Court, which the Court of Appeals denied on June 17, 2013, On September 3, 2013, ELS filed a petition for review by the U.S, Supreme Court, .Please feel free to contact the undersigned !f you would like to discuss the possibility of entering Into a long term rental agreement that would provide certainty with respect to your housing casts for more than 10 years, September 24, 2013 Page 2 of 3 In accordance with the Court of Appeals' Opinion, at this time ELS may not collect market rent from you. However, if ELS becomes entitled to collect the market rent front you beginning at any time Its 2014 or for any reason, this will constitute the requisite notice that the monthly rent for your homeslte during 2014 will he in the range of $1,750 to $1,925 depending on site location and other factors. In the event ELS becomes entitled to collect a rent that is less than the market rent set forth In this letter, but that Is more than the rent permitted under the Ordinance, this notice constitutes the requisite notice that ELS Intends to collect the higher amount of rent as Is then permitted. You should advise any prospective lessee of your home or purchaser of your Home to Inquire as to the then current status of the litlgatlon. The Court Orders are available from the Community office. head further for Information relating to this litigation. ' INCREASE IN LIGHT OF THE COURT OF APPEALS' OPINION REGARDING THE ORDINANCE In light of the Court of Appeals' Opinion regarding the Ordinance, on January 1, 2014, your current base rent will be increased by $14.00 from $786.38 to $800.38 per month effective January 1, 2014. This new base rent will remain in effect from January 1, 2014 to December 31, 2014, unless adjusted sooner as set forth herein. It is the opinion of the owner of Contempo Marin that the base rent increase set forth in the immediately preceding paragraph is exempt from review under the Ordinance. The calculations showing the amount of the noticed base rent increase and how such Increase was determined are posted in the clubhouse. In addition, you continue to be responsible for paying seven dollars and fifty cents ($7.50) per month in 2014 to cover your pro -rata share of Phase 1 of the "Lagoon Transfer Station" capital expenditure, This additional amount became effective April 1, 1997, and will remain in effect for two hundred forty (240) consecutive months from that date. The twelve monthly payments due In 2014 will reflect payments 202 through 213 of the 240 scheduled payments. This notice will constitute the statutorily required notice of such amount. in addition, you continue to be responsible for paying $3.72 per month in 2014 for Phase 2 of the Lagoon Transfer Station. The twelve monthly payments due In 2014 will reflect payments 97 through 108 of the 240 scheduled payments. This notice will constitute the statutorily required notice of such amount. In addition, because the Court of Appeals' Opinion permits the continued enforcement of the Ordinance, ELS will be filing a petition pursuant to the Ordinance to recover the cost for recent capital spent at the property, We are doing this without prejudice to our rights in the matter of ELS v. The City of San Rafael, all of which are reserved. The total amount spent by ELS which we will seek to recover is $37,906.49. The pro -rata portion of this attributable to the homesite you rent from ELS is $95.72. Subject to the completion of the City's process, the charge shall be paid In twelve (12) equal monthly installments commencing on January 1, 2014, resulting in a monthly per space charge of $7,98. ELS will seek to recover both the cost of its capital and, If ELS 1s required to finance the pass-through over time, interest on amounts financed. The amounts set forth herein do not reflect such costs of capital or interest rate, which would be computed to the date of payment. If the Ordinance Is in effect, in ELS' opinion, this rent increase is not exempt from review under the Ordinance. The amounts referred to in this paragraph are referred to as the 112014 Capital" September 24, 2013 Page 3 of 3 Under the City's Ordinance and applicable state law, certain tenancies and/or spaces are exempt from rent control, Should ELS discover that a tenancy and/or space is exempt ftom rent control, ELS reserves all of its rights to adjust the rent for such exempt tenancy or space to the fair market rent, By sending this notice, ELS is complying with the Opinion. ELS makes no representations or warranty to you that your tenancy or space is eligible for rent control and you should not rely on ELS for any belief that you are entitled to rent control at any time, In fact, ELS has sought U,S. Supreme Court review of the constitutionality of the Ordinance. In ELS' case against the City of San Rafael, we sought to create a fairer regulatory environment initially by seeking to obtain vacancy decontrol. When this effort did not succeed, we challenged the entire Ordinance on constitutional grounds. We pursued these efforts In lieu of actions that might have caused more disruption. ELS will continue to vigorously protect Its rights, including potentially pursuing actions that will provide a more equitable return on the value of this property, such as park closure and conversion to alternative use. SUMMARY While the Opinion is in effect, subject to the possibility that certain sites are exempt from rent control, effective January 1, 2014, your monthly base rent will be $800.38, and together with the Phase 1 amount, the Phase 2 amount, your total monthly payment will be $811.60. In ELS' opinion, all of these amounts are exempt from further review under the Ordinance. Subject to completion of the City's process, and without prejudice to our rights in the matter of ELS v. The City of San Rafael, you will also owe the final amount approved with respect to the 2014 Capital. A copy of this notice has been sent to the City Attorney for the City of San Rafael to ensure that all legal procedures have been followed with respect to this matter. Finally, ELS asserts the protection of California Civil Code Section 47 in delivering this notice to you because this notice is required by Civil Code Sections 748.30 (as explained above) as a precondition to a rent Increase because it is an integral part of ELS's assertion of its legal and economic interests in the property and in connection with pending or anticipated litigation, As always, ELS representatives are willing to meet with you or otherwise discuss any information, questions or concerns you may have regarding this notice. You may contact the undersigned, or if more convenient for you, stop by the community office. Cordially, EQUITY LIFESTYLE PROPERTIES, INC, (Dan ft rfi s Dan Perlis Vice President of California Operations cc: Homeowner File Robert F. Epstein, City Attorney, City of San Rafael September 24, 2013 Louise Hodgson 205 Yosemite Road San Rafael, CA 94903 RE, Homesite #0205 Notice of Rent Increase (California Civil Code Section 798.30) Dear Louise Hodgson: Equity LifeStyie Properties, Inc. Contompo Marin 400 Yosemite Road San Rafael, CA 94903 Phone (415) 479-6816 Pursuant to California Civil Code Section 798,30, Equity LifeStyle Properties, Inc, ("ELS") is required to give you 90 days written notice of any Increase in your rent. This letter constitutes the legally required notice for your rent increase, which will take effect January 1, 2014. Chapter 20 of the City of San Rafael Municipal Code ("Ordinance") sets forth a comprehensive scheme for regulating rents in mobilehome parks within the City of San Rafael ("City"). The constitutionality of City's Ordinance is disputed as described below, LITIGATION UPDATEIMARRET RENT NOTICE Please take note that (a) on January 29, 2008, the United States District Court for the Northern District of California (the "Court'% issued Findings of Facts, Conclusions of Law and Order Thereon ("Findings") in the matter ELS vs. City of San Rafael. The Court concluded In these Findings that the Rent Control Ordinance In effect In the City of San Rafael (the "Ordlnance'9 had effectuated both a regulatory taking and private taking and Is unconstitutional; and (b) on April 17, 2009, the Court issued an Order for Entry of Judgment ("April 2009 Order"), which reaffirmed the ratings that the San Rafael Ordinance is unconstitutional and stated that enforcement of the San Rafael Ordinance would be Immediately enjoined with respect to new residents and expire entirely 10 years from the date of judgment. On June 30, 2009, the Court entered judgment accordingly. The City of San Rafael and the Contempo Marin Homeowners Association appealed the Court's judgment, and moved for a stay of the Injunction pending appeal. The United States Court of Appeals denied their motion to stay the Injunction, On April 17, 2013, a three-judge panel of the Court of Appeals Issued an opinion (the "Opinion") reversing the District Court's conclusions that that the Ordinance had effectuated a regulatory taking, a private taking and is unconstitutional. ELS disagrees with the Court of Appeals opinion on those Issues. On May 1, 2013, W filed with the Court of Appeals a Pel lon for Panel Rehearing and Rehearing En Banc, which the Court of Appeals dented on June 3, 2013. On June 9, 2013, ELS filed a petition to stay Issuance of the Court of Appeals' mandate pending the filing of a petition for review by the U.S. Supreme Court, which the Court of Appeals denied on June 17, 2013. On September 3, 2013, ELSflled a petition for review by the U.S Supreme Court. Please feel free to contact the undersigned if you would like to discuss the possibility of entering Into a long term rental agreement that would provide certainty with respect to your housing costs for more than 10 years. September 24, 2013 Page 2 of 3 In accordance with the Court of Appeals' Opinion, at this time ELS may not collect market rent from you, However, tf ELS becomes entitled to collect lite market rent from you beginning at any time In 2014 or for any reason, flits will constitute the requisite notice that the monthly rent for your homeslte during 2014 will be in the range of ,5'1,750 to $1,925 depending on site location and other factors. In the event ELS becomes entitled to collect a rent that Is less than the market rent set forth In this letter, but that is more than the rent permitted tinder Ilse Ordinance, this notice constitutes the requisite notice that ELS Intends to collect the higher amount of rent as fs then permitted. You should advise any prospective lessee of your home or purchaser of your home to Inquire as to lite then current status of the litigation. The Court Orders are available from the Community office. Read further for information relating to this litigation. RENT INCREASE IN LIGHT OF THE COURT OF APPEALS' OPINION REGARDING THE ORDINANCE In light of the Court of Appeals' Opinion regarding the Ordinance, on January 1, 2014, your current base rent will be increased by $14.00 from $791.38 to $805.38 per month effective January 1, 2014. This new base rent will remain in effect from January 1, 2014 to December 31, 2014, unless adjusted sooner as set forth herein. It is the opinion of the owner of Contempo Marin that the base rent Increase set forth in the immediately preceding paragraph is exempt from review under the Ordinance. The calculations showing the amount of the noticed base rent increase and how such increase was determined are posted In the clubhouse. In addition, you continue to be responsible for paying seven dollars and fifty cents ($7.50) per month in 2014 to cover your pro -rata share of Phase I of the "Lagoon Transfer Station" capital expenditure. This additional amount became effective April 1, 1991, and will remain in effect for two hundred forty (240) consecutive months from that date. The twelve monthly payments due in 2014 will reflect payments 202 through 213 of the 240 scheduled payments. This notice will constitute the statutorily required notice of such amount, In addition, you continue to be responsible for paying $3.72 per month in 2014 for Phase 2 of the Lagoon Transfer Station. The twelve monthly payments due In 2014 will reflect payments 97 through 108 of the 240 scheduled payments. This notice will constitute the statutorily required notice of such amount, In addition, because the Court of Appeals' Opinion permits the continued enforcement of the Ordinance, ELS will be filing a petition pursuant to the Ordinance to recover the cost for recent capital spent at the property. We are doing this without prejudice to our rights In the matter of ELS v. The City of San Rafael, all of which are reserved. The total amount spent by ELS which we will seek to recover is $37,906.49, The pro -rata portion of this attributable to the homesite you rent from ELS Is $95.72. Subject to the completion of the City's process, the charge shall be paid in twelve (12) equal monthly installments commencing on January 1, 2014, resulting in a monthly per space charge of $7,98. ELS will seek to recover both the cost of its capital and, if ELS is required to finance the pass-through over time, interest on amounts financed. The amounts set forth heroin do not reflect such costs of capital or Interest rate, which would be computed to the date of payment. If the Ordinance is in effect, in ELS' opinion, this rent Increase is not exempt from review under the Ordinance. The amounts referred to in this paragraph are referred to as the "2014 Capital." September 24, 2013 Page 3 of 3 Under the City's Ordinance and applicable state law, certain tenancies and/or spaces are exempt from rent control. Should ELS discover that a tenancy and/or space Is exempt from rent control, ELS reserves all of its rights to adjust the rent for such exempt tenancy or space to the fair market rent. By sending this notice, ELS is complying with the Opinion. ELS makes no representations or warranty to you that your tenancy or space Is eligible for rent control and you should not rely on ELS for any belief that you are entitled to rent control at any time, In fact, ELS has sought U.S. Supreme Court review of the constitutionality of the Ordinance. In ELS' case against the City of San Rafael, we sought to create a fairer regulatory environment initially by seeking to obtain vacancy decontrol. When this effort did not succeed, we challenged the entire Ordinance on constitutional grounds, We pursued these efforts In lieu of actions that might have caused more disruption. ELS will continue to vigorously protect Its rights, including potentially pursuing actions that will provide a more equitable return on the value of this property, such as park closure and conversion to alternative use. SUMMARY While the Opinion is in effect, subject to the possibility that certain sites are exempt from rent control, effective January 1, 2014, your monthly base rent will be $805.38, and together with the Phase I amount, the Phase 2 amount, your total monthly payment will be $816.60. In ELS' opinion, all of these amounts are exempt from further review under the Ordinance. Subject to completion of the City's process, and without prejudice to our rights In the matter of ELS v. The City of San Rafael, you will also owe the final amount approved with respect to the 2014 Capital. A copy of this notice has been sent to the City Attorney for the City of San Rafael to ensure that all legal procedures have, been followed with respect to this matter. Finally, ELS asserts the protection of California Civil Code Section 47 in delivering this notice to you because this notice is required by Civil Code Sections 798.30 (as explained above) as a precondition to a rent increase because it is an Integral part of ELS's assertion of Its legal and Economic interests in the property and in connection with pending or anticipated litigation. As always, ELS representatives are willing to meet with you or otherwise discuss any information, questions or concerns you may have regarding this notice. You may contact the undersigned, or if more convenient for you, stop by the community office. Cordially, EQUITY LIFESTYLE PROPERTIES, INC. (Dan �Pe&u Dan Perlis Vice President of California Operations cc: Homeowner File Robert F. Epstein, City Attorney, City of San Rafael EXHIBIT C Contempo Marin 400 Yosemite Road San Rafael, CA 94903 Phone (415) 479-6816 September 26, 2014 VIA FEDERAL EXPRESS City of San Rafael Esther C. Beirne, City Clerk 1400 Fifth Avenue San Rafael, CA 94901 Re: Contempo Marin Manufactured Home Community Dear Ms. Beirne: Received SEP 2 6 2014 Time: City CieWs Office City of San Rafael MHC Financing Limited Partnership and its affiliate MHC Operating Limited Partnership (collectively "MHC") hereby petition for a rent increase pursuant to Section 20.12.050 of the San Rafael Municipal Code and state as follows: 1. MHC is the owner and operator of Contempo Marin Mobilehome Park located at 400 Yosemite Road, City of San Rafael, County of Marin, California (the "property"). The property consists of 396 mobilehome spaces. By letter dated September 22, 2014, MHC notified all residents of the property of a rent increase to become effective January 1, 2015. 2. The property contains 396 home sites. Under the City's rent control ordinance (the "Ordinance") and applicable state law, certain tenancies and/or spaces are exempt from rent control. 3. The remaining spaces have received a notice of rent increase which includes both a Consumer Price Index ("CPI") adjustment allowed pursuant to Section 20.08.010(B)(1) of the Ordinance, as well as a pass through of capital expenditures incurred by MHC to maintain and improve the property. The allowed CPI increase is exempt from review under the Ordinance. 4. During 2013-2014, MHC incurred substantial capital expenses ($32,887.97) for updates to the amenities and/or common area facilities located at the property. This infrastructure is a necessary and integral part of the property. These expenditures are the subject matter of this petition. MHC seeks to pass through to the tenants at each homesite of the property certain expenses associated with these projects, and hereby requests appointment of an arbitrator and assignment of an arbitration hearing date pursuant to Sections 20.12.060 and 20.12.070 of the Ordinance. 5. The proposed rent increase has been calculated to be $83.05 per space. This per space amount has been calculated using all 396 sites despite MHC's view that certain sites are not subject to the Ordinance. This per -space amount does not include MHC's cost of capital which MHC also seeks to recover from the date the expenditures were made through the date the capital is recovered pursuant to the Ordinance. Further, if MHC is required to collect this amount over time, then MHC also seeks to be reimbursed an appropriate financing rate of interest during such period. This increase is necessary and justified in order to permit MHC to recoup the capital expenditures associated with the property and to provide MHC with a fair return as required by California law. Pursuant to Section 20.12.040 of the Ordinance, supporting information reasonably available in support of the proposed rent increase is included with the filing of this petition. 5. A filing fee in the amount of $1,200.00 is included herewith. We have enclosed such amount based upon the amount paid in 2013 for the same purpose. If the City believes this amount is not reflective of twice the daily rate for American Arbitration Association, please advise and we will submit the differential. 6. To the extent the Ordinance requires a park owner's petition to be verified, the foregoing is true and correct to the best of my knowledge and belief. MHC Financing Limited Partnership MHC Operating Limited Partnership S By: Dan Perlis Their: Reaional Vice President Enclosures: Check #71666 in the amount of $1,200.00 Capital expenditures worksheet Copies of all related checks and invoices cc (w/enc): Rob Epstein, City Attorney (via Federal Express) Neil Moran (via PDF) Kenneth Kroot (via PDF) Keith Meloney Equity LifeStyle Properties, Inc. 71666 M6040 - Contempo Marin Wells Fargo Bank, N.A Date 09/09/2014 am 2 North Riverside Plaza Van Well. off _.,_.._..._ 412 ForinquiriescaU: Chicago, IL 60606 800.2894557 option 1, oprwn 2 9600147745 a i TWO SIGNATURES REQUIRED FOR AMOUNTS IN EXCESS OF $25,000.00 One Thousand Two Hundred Dollars And 00/100 z M w w A w* w R o w M w## w w## w R# w w### w w### t w i # w w i w # # w w w w f # f # # • # # w # # w // w 1 # A # # �► • # # # w # • # w # # R # # w # w w # R R R # # R 71 ♦ w t # A Q' -**1 ,200.00 PAY CITY OF SAN RAEAEL VOID AFTER 90 DAYS TO ROOM 204 THE 1400 FIFTH AVENUE ORDER OF P.O. BOX 151560 11'7166611' 11:04 120313 244 96001,477451P CITY OF SAN RAFAEL Vendor ID /Location I ' Reference Number 14ROOM 204 0000011796 -001 71666 1400 FIFTH AVENUE W.O. BOX 151560 ;SAN RAFAEL CA 94915-1560 Remittance Advice For: 863621 Filing Fee Yi 4 09/05/2014 1,200.00 ZERO ZERO 1,200.00 Contempo Marin Capital Expenditures Worksheet September 15, 2014 Invoice Date June 30, 2014 June 30, 2014 February 28, 2014 April 17, 2014 July 8, 2014 j July 11, 2014' June 11, 2014 Vendor Description Caron Climate Control Replacement of HVAC system in clubhouse/office Caron Climate Control Replacement of HVAC system in clubhouse/office - permits Linscott Engineering Replacement of lagoon pump gate Peter Levi Plumbing Replacement of PRV at 169 Yosemite Road Peter Levi Plumbing Replacement of 2' section of main line 77-78 Yosemite Peter Levi Plumbing Replacement of 2' section of main line 253 Teton Gym Source Replacement of gym elliptical Amount Cs _ .. $1,720.00 $5,627.86, 52,643.00 $2,485.00 $3,669.00 )j $2,343.11 Grand Total: $32,887.97 Annual Resident Portion (396 Sites): $83.05 monthly pass thru $6.92 check*: Mount Pay Exa911V 61ft,911 Thni"Od Q,q Hwwedraiatyand 00104 AIS T>Aou CARDN ((TMATF CONTRUi oc FARQU:.+PK 9A Imag*: J, View Full Size Prints RTF Download Item Details Amount: 16,120.00 Account NUmber(Account Name: 9600147745/MHCOPERALP Check#: 1240050 Routing Number: 241263923 Posting Date: 09109120114 Description: CHECK PAID AsofDale: 00912014 Payee: CARON CLIMATE CONTROL Issue Date: 0812912014 Item Sequence Number: 8182651447 Additional Item Details: 0000011 +000000037454928 VAN REF* 0000009182551447 ED 471- 1;J, IL k•l is ;t R2 icrIe ^cart page Layout References i.13i11ngs r,t: vla:: Gzsi z g � Imes New Roman - t? 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Sgnam s 1 ' 0000120&076+' 1:0 to 203824r:9600i4771.Sof -- — -_ - _ - -.; Page: l of L Words: 48 m b326826.1L o M rn M '?$� R O ,A'3 ] zY 09/28/14 00300iotusCL ad �2.11d1A1' o = ' tem DetaitS Amount 5,627.86 Check #: 1201076 Posting Date: 03131/2014 As of Date: 0313112014 Additional Item Details: 0000042 +ODD000034583273 VAN REF#: 0000008680872942 11 Ctsgmght 2002 - 2014 Wells Fargo All rights reserved z g � c � 7T �ppyy1 T 35' —oyee'f��`2tJ m 's �r.g�m�yr� m< �R Q N � S M cl tem DetaitS Amount 5,627.86 Check #: 1201076 Posting Date: 03131/2014 As of Date: 0313112014 Additional Item Details: 0000042 +ODD000034583273 VAN REF#: 0000008680872942 11 Ctsgmght 2002 - 2014 Wells Fargo All rights reserved Account NumberfAcmunt Name 96001477451MHCOPERALP Routing Number. 241253823 Type CodefDescription. 47SICHECK PAID Item Sequence Number 8680872942 I V z g � c � 7T �ppyy1 T 35' —oyee'f��`2tJ m 's �r.g�m�yr� �R Q Account NumberfAcmunt Name 96001477451MHCOPERALP Routing Number. 241253823 Type CodefDescription. 47SICHECK PAID Item Sequence Number 8680872942 I V H rt c .cert Page layer t Reference: Mailings Reviev, Design t• Times New Roman 12 - A ; = =3 '_? l �j f3 Fin--;AaBbCCDC AaBbCCDC AaBb( AaBb-"1 l aBb AaSbCci , Replace Paste I g - x, x' Aa °� - - _ _ _ ; Y �� - k Normal F. tdo 5paci... 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Saalf fA 56-fK/li2 it wrr+a Date: 05/11/2814 p ELS Check *: 1211493 9 6 Pay Exactly :7%o.1G0L=A S1K HUn0F6d Forty, -Three end OQ/10Q #JS QoUasb Amount 't TO TM PETER rLEVI PLUMBING, INC T vt+uwTOM o..!. r • or f i t 7winoxlzed atgnar WELLS FARGO BANK, NA, i • �•OOOi2Li493w l:O4i2Q�824�.9600i�4�7t.5M 1 id Page:1 of 1 Words: 48 171098333 Up n o 01 P . -Al 5 a In �9 In a Q.'i/16/ti Od7d01d�17�w�.iSU g-121I•t187?� 0 poELI a D M S 1p x Y to ori , M M- m M m P S : 8 Item Details Amount: 2,643.00 Check #: 1211493 Posting Date: 0511912014 As of Date: 05/1912014 Additional Item Details: 0000042 +000000018350471 VAN REFN:0000008786949415 10 Copyright 2002-2014 Wells Fargo All rights reserved - t Account Number/Arcount Name 9600147745/MHCOPERALP Routing Number 241253823 Type Code/Description: 4751CHECK PAID Item Sequence Number, 8786949415 t1 1p x Y to ori , M M- m Account Number/Arcount Name 9600147745/MHCOPERALP Routing Number 241253823 Type Code/Description: 4751CHECK PAID Item Sequence Number, 8786949415 t1 Hom iszrt Page Layout References Mailings Re, cel, .'!_:, Lasgn !: JI Times New Roman - 12 - ; p A —°; - - - _=:iii AaBbCCDc AaBbCcDc AaBb( AaBbC1 AaBb( AaSbCCI » Paste I aba X, x' As- •� - A e I yT. ;� ' _ r•, Pyormal r NO Spad., `a.zzhnn, 1 Heading 2 Trft,e subtitle Change .� Format Painter _ Styles - Clipboard - Font - Faiagraph Page: I of 1 Words: 56 . I' r OP -01-1 Li CNAt_GE rTf1A BLUE AT TOP TO 2C (:KEEN �T A go t avrrom .ELS Ch Date: 08/0, i2014 1232384 Pay Exactly "TLVO Thousand Si i x Hundret! Twenty _Four and 001i00 -US Dollars �- } TOTNE PETER LEVI PLU14SIN6 Amount RO; 1! oER A INC $" '2,624.00 t[j11 j WELLS FARCORANK NA. t u'ODD 1 2 3 2 389u■ r,'Q----------._�._- � 11 41203B2tij:9gOO14?7t.,.- - -_ 26162'255 Z A m m $U '9 ! '• y [ v i i fY; ". }� Hmi $ I n M 41 y i Rff i l7 , Stem retails Amount.- 2,624.00 Account Number/Account Name_ 9600147T451MHCOPERALP Check #: 1232388 Flouting Number. 241253823 Posting Date: 0811/2014 Type Code/Description; 4751CHE:CK PAID As of Date: 0811112014 Payee: PETER LEVI PLUMBING. INC Issue Date: 08101/2014 Item Sequence Number 8284701101 A -inc - a.zc Rep!ace Select - tclltmg i Needs Coding and Approval PeyableEntity: M6040 Queue: Client Property Number. D Conte Akonowner, )tubi M i Robinson, Beau Doc Type, Hon Po invoice Account: aE'EgXvFLUVOINIG t.: PD Number, 1892ND STREET VendorID: 0000098886 Opt SAM RAFAEi CA9490tIS Receive Date: 732014 Invoice Number. 4137 Invoice Date: 718k01a Invoice Amount: 2485.00 Due Date: 9!1;201: USDValue: Z485,00 Payment Terms: (NFT 311] YET 30, Description: Payment Text Exception Code: Needs Coding and Approval Confidential: Account Distribu5onI Amoont I Payment 11 11 Special 11 History 11 Comments II Exceptions 11 PAD1232380 Z485.00 USD CHK 1232388 :LR (232388 2465 00.USD CHK 1232386 Catalyst N1, 858950 � � Status: PAID Approval: APPROVED Save .. _ . Coal ~ . ExcMngeftle: IHscounlOaie: Discount Perceet Discount Amount Type: Amount Remaining- M2014 e Imaining- I1 M 2014 MAU 10 coo a of coo WELLSFARGO 11IM900 WELLSFARGO 81122014 Rw Home cert Page Layout R.eteren.es Fdailings Review: •fleet Design La Ir,,, P }7 Find - Times New Roman - 12 - A A "= 3= F ` 1 AaSbCtDc AaBbCcDc AaBbt 4aBbC, AaBb( AaSbCeI� Replace Paste $ Jr �T - alga X. X' Aa' a� ' �- __ - =• .A - - " 11ormak P, No S ad... Heading t. Headin 2 Title Subtitle Change Y Fonnat Painter `— — — P g 9 Styles - ..; Select - Chpboard + Font Paragraph - St"es - Editing j Image Y SHADED AREA L%*T GRADUALLY CHANGC FROM OLVE AT TOP TO GREE" AT eOTrOM 1 *K OW^rl1,C LP - i r ! aaKh Rlbcra3Ar P]C., Suite 6M 53-3521312 1 [i 4aLGG Dale: 08/04/2014 [hfu5o, E L $ Check#. 1233169 t S j Pay Exactly "Three Thousand Six Hundred Sixty -Nine and 001100 -US Dollars •' Amount 5...3.669.00 n TOTHE PETER LEVI PLUM9IN6, INC J ORDER V- :^ AIM It rl, r.AIs OF WELLS FARGO BANK, N A. A cnorlsca s3.gltcr A—bO. ,S:5wooR_;� u•OCIOL233169u• 1:014 120 382t.r:g600It. ?14Silo 15312451 m ED rp m- 9 1.'t•'k�i C. � z3� �� it •': _ ..r✓. V.•' •. ��,� Kimrn i 3 Page 1 of 1 Wordr 55 Item Details Amount: 3,669.00 Account Number/Account Name: 9600147745/MHCOPERALP Check ""'1233169 Routing Number. 241253823 Posting Date. 0811212014 Description_ CHECK PAID As of Dat e: 08/1212014 Payee: PETER LEVI PLUMBING, INC Issue Date: 08104/2014 Item Sequence Number. 8482661081 r a It del 'i 0 Honk ;art Page Layout Reference. Mailings Reviv"I 111 evk' Design Times New Roman 12 A h,;A A.I.. F'nd —L/: =r- .7 AaBbCcDc AaBbCcDc AaBb( AaBbCi AaBb( AaBbCd Paste B Z aW x' Aa lt�' - A 7, Normal IMSpaci... Headingl Heading 2 Title Subtitle Change Replace Format Painter Styles Select - Cupboard Font Pzvagrapr' Lditing NK Or—Aift L 31nh PUYQ-bd. I.Xt. Weft-salt"T Mo. it 6"" -.410. Date: 07/e5/2014 ELS CheCk#_ 1225273 Pay Exactly "Two Thousand Three Hundred Forty -Three and 111100 -US Dollars «Amount $••••2,343.11 TO THE GYM SOURCE ORDER MAFYEFt90C)AYS OF VVELLS FARGO BANK. N A. A..a.s 0— Z25 MO R. 7— Sq,r w. w@000 12 25 2? 3we i:01. 1203B 2Le:9600 0.774i5we 44LJ'[bU 3 rn B:) M ru v' M ED 0 ti fit G'00186051 p 211140710 2LOCKBOX FOR DEPOJIT ONLY TO liidTH.1N NAMED PAYEE mWebster Bank, NAIWAterbury. CT P6720>211170101< in m 0 0 tem Details Amount: 2,343.11 Account Number/Account Name: 9600147745/MHCOPERALP Check #: 1125273 Routing Number 241253823 Posting Date; 0711112014 Type Code/Description: 4751CHECK PAID As of Date: 0711112014 Payee: GYM SOURCE Issue Date: 0710512014 hem Sequence Number 8686305215 Additional hem Details- 0000028 -000000011015006 VAN REF#.- 0000DO8686305215 AII,riqhtsreserved Page: 1 of 1 Words: 54 AVE CARON * SAN RAFAEI N A 94901 CLIMATE Lic. #637860 Ph: (415) 453-9323 Fax: (415) 453-5610 ,CONTROL www.caronclimatecontrol.com UC. 0637660 BILLTO Equity Lifestyle Properties Inc. Contempo Marin 400 Yosemite Road San Rafael, CA 94903 INVOICE DATE I I INVOICE Na 06/30/14 13604 JOS LOCATION AC 41/AC 42 Replacement TERMS DUE DATE Net 30 07/30/14 DESCRIPTION GUANITY RATE AMOUNT DATE WORK PERFORMED: 6/12/14 Replaced HVAC #1 and HVAC unit #2 as per proposed. New units are "Bryant" Model # 574DNWA4809ON and Model #570PWA60090N. Installation includes (2) year parts and labor warranty and all factory implied warranties. CAST AS PER PROPOSED: 14,400.00 14,400.00 Thank you for your business. TOTAL $14,400.00 PAYMENTS/ CREDITS $0.00 BALANCE DUE $14,400.00 / CARONSAN RAFAEL, CA 94901 CLIMATE Ph: (415) 453-9323 Fax: (415) 4535610 CONTROL www.caronclimatecontrol.com LIC. 11637960 BILLTO Equity Lifestyle Properties Inc. Contempo Marin 400 Yosemite Road San Rafael, CA 94903 DESCRIFFION DATE WORK PERFORMED: 6/12/14 Fees for the Title 24 building analysis, documentation and building permit. Fees: INVOICE DATE IIINVOICE NO. 06/30/14 I 13603 JOB LOCATION AC #1/AC #2 Replacement 400 Yosemite TERMS Net 30 DUANITY RATE DUE DATE 07/30/14 AMOUNT 1,720.00 1,720.00 Thank you for your business. TOTAL $1,720.00 PAYMENTS/ CREDITS $0.00 BALANCE DUE $1,720.00 l:inscott Engineering Contractors, Inc. 397 Smith Ranch Road San Rafael CA 94903 CA Lic. No. 477476 Peter Marshall Contempo Marin 400 Yosemite Road San Rafael CA 94903 E-mail: contempomarin—mgr@equitylifestyle.com RE; Lake Drainage Pump Station Slide Gate Seal Replacement Invoice #4665 415-479.6657 Fax- 415-492-0301 www.tinscoUlne.com February 28, 2014 February 26. 2014 Wednesdav Pre -order NOS (obsolete) replacement slide gate seal kit from Waterman Industries. Construct temporary central roof peak rafter system for supporting large blue tarp to shield entire pump station from major rain event impacting area. Set up tripod, winch and harness system for confined space rescue/recovery of scuba diver working within submerged pump station Inlet chamber. Shut down and lock out 14" vertical propeller pumps. Suit up and lower diver through inlet chamber with winch system. Water is extremely murky and visibility is near zero. Water level is near high tide. Brackish creek water is flowing forcefully through failed gate to rapidly refill lake from previous low tide drain off. Inspect submerged 36" lake water intake pipe and find pipe interior to be heavily encrusted with marine growth buildup. Perform initial blind Inspection on slide gate and find that gate "feels" intact but slide portion of gate is 6" up from lower seal even though vertical steel operating shaft is all the way down. Operating stem appears partially disconnected. Eventually take sledge hammer under water to force gate movement and close completely by tapping down. Once gate is closed, swift tidal current ceases and inlet chamber becomes much easier (and safer) to work in. Unscott Engineering Contractors, Inc. 415.479.6657 397 Smilh Ranch Road Fax: 415-492-0301 San Rafael CA 94903 www.11nscottine.com CA Lic. No. 477476 Peter Marshall Contempo Marin RE: Lake Drainage Pump Station Slide Gate Seal Replacement February 26. 2014 Wednesday - continue Scrape and clear heavy marine growth from first 6 feat of lake inlet pipe to facilitate Installation of 36" pneumatic block plug. Suit up second diver to assist with block plug installation as plug buoyancy is too much to overcome with solo diver. Plug is successfully Installed and inflated. Dewater inlet chamber by turning on one 14" pump. Slide gate and portions of inlet chamber that have been submerged for 18 years can now be seen. Slide gate appears relatively intact. Seal leakage is evident. In addition, water is also emerging from local concrete partition wall erosion near perimeter of gate. Find that 11/2" stainless steel vertical operating shaft has worn through and broken away from lower attachment flanges. Raise shaft and re -connect to gate temporarily by moving retainer bolt to top of cross support angle Iron piece. Document findings with digital images. Test gate operation by opening and closing with gear operator. Gate appears to function satisfactorily. Seal and concrete erosion leakage remains but this leakage is inconsequential and reduced when chamber differential pressure is less and is far exceeded by pump capacity. Due to predicted continuing severe inclement weather, station is restored to operational status by removing block plug. We recommend returning to station during dry season, when station can be put offline for several days without concerns for park flooding, and performing seal replacement and concrete erosion patching at that time. Remove plug, disassemble rain roof system, clean up and return equipment. Restore pump station to operating status. Llnscott Engineering Contractors, Inc. 415-479-6657 397 Smith Ranch Road Fax: 415-492-0301 San Rafael CA 94903 www.linscotUnc.com CA Lic. No. 477476 Peter Marshall Contempo Marin RE: Lake Drainage Pump Station Slide Gate Seal Replacement February 26, 2014 Wednesdav - continue Jobsite Foreman 8 hrs @ $100/hr $ 800.00 3 Laborers 24 hrs @$75/hr 1,800.00 Scuba Diver #1 8 hrs @ $150/hr 1,200.00 Scuba Diver #2 2 hrs @ $1501hr 300.00 Confined Space and Rescue Equipment @ $200/day 200.00 GNI Waterman #W000121320 (seal kit) 879.00 The Barricade Company (two 36" Block Plugs) 145.34 Ace Hardware 06743 (barnacle scrapers) 46.84 Water Components #30348397 (vertical shaft stop nut) 83.48 $ 5,454.66 15% Profit/Overhead: 173.20 Daily Total: $ 5,627.86 Total Amount Due $ 5,627.86 "15% Profit and overhead charged on * Items only. A charge of 1112% per month will be charged on all Involces 30 days after statement date. Peter Levi Plumbing tzr— 1818 2nd St. San Rafael. CA. 94901 415.454.7771 phn . 415.455.9908 fax Bill To Contempo Marin 400 Yosemite Dr, San Rafael, CA 94903 Invoice Date Invoice # 4/17/2014 94509A Job Address Contempo Marin 400 Yosemite Dr. San Rafael, CA 94903 P.O. No. Terms COD Rep I i roy Description Amount Leak under house caused by pressure fluctuations ol'up to 125 PSI Removed existing pressure reducing valve at space 169. Replaced with new 2" Pressure Reducing Valve to regulate pressure to a safe level. 2 Yew- Warranty Parts and tabor San Rafael Sales Tax VOW bO46 BALANCE IS DUE UPON RECEIPT 2% Finance Charges will apply after 30 days. Thank You for Your Business! Total Payments/Credits 2,643.00 0.00 $2,643.00 50.00 Balance Due $2,643.00 peter Levi Plumbing Heating and Cooling OIIIIngAddrass Contempo Morin 0008781 400 Ya nt�1Ito Or. San Raeat, CA 94903 INVOICE Invoice 14137 Invoice Date 7/8/2014 COMPI'Mod DOW 7/8/2014 Customor PO Desctipllon of Work Repaired 2' water line and back filled. Tested no more leaks. Job Addross Contempo Marin 77 Yosemite Rood Son Rafael, CA 94903 USA Unit Tasks Description Quantity Price Total Plumbing Leaks botwoon units 77-78. Performed etaenslve teak detection to discover leak. 1.00 W1115.00 S2ASS.00 Sorvice Excavated and exposed r main. Replaced 2' section of pipe. Extensive root ramoval. Tested works well. Bade filled line. No othor problems found at this time. ~ Sub -Total $2A&540 Tax 90.00 Total Due S2ASS.00 Payment $0.00 Valance Duo $2A85.00 All services are performed on a COD bests. Balance Is duo upon racolpt 1.75% rinanco Charges will apply after 30 days (minimum charge $15). Thankyov for your businasst _ --..._....,�,._._.....�...."....._ CrcdllCard PaymontAulhofla:adon.........._,...»_.............._................ . Print Name below as It appears on credit card Paymont7ype Ore ItCord 0 Date EXP Prop' 604D t • peter Levi Plumbing Heating and Cooling D1111ng Address Conlempo Ma In 0008781 400 Yosemite l�r. Sart Reiaut, CA 94903 Repair 2 Inch water main under slab INVOICE Invoice 14163 Invoice Date 7/11/2014 Completed Data 7/11/2014 Customor Pd Doscdptien of Work Job Address Contempo Marin 253 Toton court Son Rafa al. CA 94903 USA Unit Task// -.bascrlptlon . - - Quantity pdca- Total Plumbing look under the sidewalk. Located iea% removed concrete and excavated to expose leak, 1.00 $3.669.00 $3,669.00 Install made necessary repairs, back filled, rough patched, and replaced controta. Tested works woo. No more leaks. Sub -Total $34669.00 Tax SOHO Total Duo $3,669.00 Payment SO00 Balance Due $3,669.00 M services are parformnd on a COD basis. Delano Is due upon racolpt 1.7596 finance Charges will apply after 30 days (minimum charge $15), Thank you for your businosst -...�......,.._.r...~�•.�.-. Credit Card PeymantAuthorirauan.._....._,,....._..._.._..._.........._......,.._... Print Nome below os It appears on credit card PoymontTypo ._.. CredltCard4 �j I 4 Judy Rhodes From: Sent: To: Cc: Subject: RON RHODES <RONR@GYMSOURCE.COM> Wednesday, July 02, 2014 3:23 PM Judy Rhodes Ron Rhodes Your Invoice # 1630205 .., Invoice P ._..r,...d ...M.., .Lotion # Sales erson Invoice Date ca 1630205 RON RHODES 06/11/2014 062 Bill To Ship To ELS - CONTEMPO MARIN ELS - CONTEMPO MARIN 400 YOSEMITE RD. 400 YOSEMITE RD. SAN RAFAEL CA 94903 SAN RAFAEL CA 94903 Acct # Ship Date I Order Date I Ship Via ) Customer PO �I Sales rD 62-429370B 06/11/2014 05/20/2014 Delivery I AZ1 Item Description Qty Price TRU-PS100E ELLIP-FRONT DRIVE/SELF GEN/LED/LT. COMM 1 1,699.00 SN# 14-XPS007.7313 FREIGHT FREIGHT 1 191.95 DEL-INST DELIVERY & INSTALLATION 1 295.00 PRE -ASSEMBLY ITEMS MAY BE DEUD ASSEMBLED 1 .00 i TIME DISPATCH TO ASSIGN TIME WINDOW 1 .00 IT'S OUR PRIVILEGE TO SERVE YOU 12 PT.CHECK LIST 12 POINT CHECKS COMPLETED 1 .00 SHIP TO FITGUARD, 1400 ENTERPRISE BLVD, SUITE #20, WEST SACRAMENTO, CA 95691.916-375-8100 Sub -Total 9.25% Tax TOTAL PLEASE NOTE BY THIS SALE, GYM SOURCE MAKES NO EXPRESS WARRANTIES NOR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSES. WARRANTIES, IF ANY, ARE PROVIDED ONLY BY THE MANUFACTURER OF THIS PRODUCT. GYM SOURCE RESERVES THE RIGHT TO ASSESS A 3% PROCESSING FEE FOR PAYMENTS MADE BY CREDIT CARD IN EXCESS OF S15.000. I Amount 1,699.00 191.95 295.00 .00 .00 .00 2,185.95 157.16 2,343.11 EXHIBIT D Contempo Marin 400 Yosemite Road San Rafael, CA 94903 (415) 479-6816 Fax: (415) 479-6817 September 28h, 2015 VIA FEDERAL EXPRESS City of San Rafael Esther C. Beirne, City Clerk 1400 Fifth Avenue San Rafael, CA 94901 Re: Contempo Marin Manufactured Home Community Dear Ms. Beirne: Received SEP 10 2015 ir-ne: City Clerk's 01i fce City of San Rafael MHC Financing Limited Partnership and its affiliate MHC Operating Limited Partnership (collectively "MHC") hereby petition for a rent increase pursuant to Section 20.12.050 of the San Rafael Municipal Code and state as follows: 1. MHC is the owner and operator of Contempo Marin Mobilehome Park located at 400 Yosemite Road, City of San Rafael, County of Marin, California (the "property"). The property consists of 396 mobilehome spaces. By letter dated September 28th, 2015, MHC notified all residents of the property of a rent increase to become effective January 1, 2016. 2. The property contains 396 home sites. Under the City's rent control ordinance ( the "Ordinance") and applicable state law, certain tenancies and/or spaces are exempt from rent control. However, we believe all sites at Contempo Marin are covered by the Ordinance. 3 During 2014-2015, MHC incurred substantial capital expenses ($118,117.18) for updates to the amenities and/or common area facilities located at the property. This infrastructure is a necessary and integral part of the property. These expenditures are the subject matter of this petition. MHC seeks to pass through to the tenants of each homesite certain expenses associated with these projects, and hereby requests appointment of an arbitrator and assignment of an arbitration hearing date pursuant to Sections 20.12.060 and 20.12.070 of the Ordinance. 5. The proposed rent increase has been calculated to be $24.86 per space. This per space amount has been calculated using all 396 sites. This per -space amount does not include MHC's cost of capital which MHC also seeks to recover from the date the expenditures were made through the date the capital is recovered pursuant to the Ordinance. Further, if MHC is required to collect this amount over time, then MHC also seeks to be reimbursed an appropriate financing rate of interest during such period. This increase is necessary and justified in order to permit MHC to recoup the capital expenditures associated with the property and to provide MHC with a fair return as required by California law. Pursuant to Section 20.12.040 of the Ordinance, supporting information reasonably available in support of the proposed rent increase is included with the filing of this petition. 5. A filing fee in the amount of $1,200.00 is included herewith. We have enclosed such amount based upon the amount paid in 2014 for the same purpose. If the City believes this amount is not reflective of twice the daily rate for American Arbitration Association, please advise and we will submit the differential. 6. To the extent the Ordinance requires a park owner's petition to be verified, the foregoing is true and correct to the best of my knowledge and belief. MHC Financing Limited Partnership MHC Operating Limited Partnership ]7, By. Their: Vice President Enclosures: Check #96438in the amount of $1,200.00 Capital expenditures worksheet Copies of all related checks and invoices cc (w/enc): Rob Epstein, City Attorney (via Federal Express) Neil Moran (via PDF) Kenneth Kroot (via PDF) Dick Heine Contem o Marin /0 Capital Expenditures Worksheet August 31st ,2015 tv Invoice Date Vendor Description Amount July 9th, 2015 Thomas Brooke Replacement of Clubhouse Roof - First payment $ February 18,2015 American Asphalt Rjr5ve and reola_ce concrete in nathwar' February 6th, 2015 Valley Furniture New Furniture for the Clubhouse June 19th, 2015 Horizon Casual Pool Furniture June 8h, 2015 Gym Source New fitness room equpiment August 18th, 2015 Thomas Brooke Replacment of Clubhouse Roof- Final Payment August 18th, 2015 Thomas Brooke Replacement of Laundry Room Roof L 34,25 P $9,280. $4,230.D0�'�� 14 838 75 Grand Total: $118,117.18 Annual Resident Portion (396 Sites): $298.28 monthly pass thru $24.86 i Thomas Brooke 1404 Central Avenue Modesto, CA 95351 (209) 531-2050 Lie. #457260 Bill To Contempo Marin - MHC 400 Yosemite San Refeal, Ca 94093 (415) 479-6816 contempomarin equitytifestyle.corn Item Description Rate Re -roofed Progress Payment on Recreation Building 34,250.00 Thank you for your business. Total Invoice Date Involee # 7/9/2015 1750 P.O. No. Qty Balance Due Terms Due on receipt Amount 34,250.00 $34,250.00 $34,250.00 lmpge ,:` SHAVED AREA MUST GRADUALLY CHANGE FROM GLUT AT TOP TO GREEN AT 80TCOM � 4 � � � 7 arlb Ill+tnidt ►Sato $Vitt s T* Dale. 07/17/2015 L S Check #: 1314491 0 Pay Exactry,tifisyur`fusushd 7tiiro �(nj�drec� Fitly and Df/1bi¢lC9ol�ss'fi ,,T "'. > Amount $` 60.00 TO THE THOMAS BROOKE CONSTRUCTION �1 VOIDD Ar�AFTER xaonnvs ORDER I� OF ` ! -9a t:'Ci.ISFkRGOBAN ;.i;.!_ us00111113k449iIP 1:041 20M241:9600147?,.Snl r 0 0 0 M a 0 r'a Amount 34,250.00 Check #: 1314491 Posting Date: 0712212015 As of Date: 07/22/2015 Issue Date: 07/17/2015 n p ^3 t'' /I 9 4 15. Additional Item Details: 0000006 +000000040219272 VAN REF#:0000001543391681 Copyright 2002 - 2015 Wells Fargo- All rights reserved. Account Number(Account Name: 96001477451MHCOPERALP Routing Number: 241253823 Description: CHECK PAID Payee: THOMAS BROOKE CONSTRUCTION item Sequence Number. 1543391661 Page :1 M C o C, ti N �� w(,��.•n� S ��s jl�fl 1 j�+rts �p 'fa 0 Account Number(Account Name: 96001477451MHCOPERALP Routing Number: 241253823 Description: CHECK PAID Payee: THOMAS BROOKE CONSTRUCTION item Sequence Number. 1543391661 Page :1 DocuSign Envelope 10: 4953E961-560947Fo-AC85-9588FE3EE784 CONTEMPO MARIN AGREEMENT THIS AGREEMENT (this "Agreement) is made and entered into as of February 3, 2015, by and between AMERICAN ASPHALT REPAIR & RESURFACING CO., INC., a California corporation, with an address of 24200 Clawiter Road, Hayward, California 94545, hereinafter called "CONTRACTOR" and MHC FINANCING LIMITED PARTNERSHIP, an Illinois limited partnership, with an address of c/o Equity LifeStyle Properties, Inc., Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606, hereinafter caped "OWNER". WITNESSETH: For and in consideration of the mutual terms, covenants and conditions of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, OWNER and CONTRACTOR hereby agree as follows: 1. SCOPE OF WORK. CONTRACTOR shall furnish all labor, equipment, accessories and material necessary to perform the work described herein below and in the Proposal ("Proposal') attached hereto as Exhibit A and made a part hereof (collectively the "Work") on portions of the property commonly known as Contempo Marin, located at 400 Yosemite Road, San Rafael, California 94903 (the "Property"), In accordance with the Contract Documents (as such term is hereinafter defined). 2. PAYMENT. After completion of the Work, in accordance with the Contract Documents, to the satisfaction of OWNER, CONTRACTOR shall deliver to OWNER an invoice in a sum not to exceed $16,000.00. OWNER shall pay the amount of such invoice to CONTRACTOR within thirty (30) days after OWNER's receipt of the invoice. At the time of such payment, CONTRACTOR shall deliver to OWNER final lien waivers from CONTRACTOR and all subcontractors, suppliers and material men for all of the Work. Except as otherwise specifically provided herein, in no event shall the aggregate amount of OWNER's payment obligations hereunder exceed $16,000.00 (tax included). Any alterations or deviations from the Contract Documents involving extra costs shall be made by CONTRACTOR only upon prior written order of OWNER (a "Change Order"). 3. TIME FOR COMPLETION. The Work shall be commenced on or before January 29, 2015 and completed on or before January 29, 2015. If the performance of the Work shall be delayed because of strike, war, governmental regulations, severe weather conditions or any other reason beyond the control of CONTRACTOR, such delay shall not constitute a breach of this Agreement, and the time for completion of such performance shall be extended for such additional time as the same was delayed for such cause; provided, however, in no event shall the time for Performance be extended for more than thirty (30) days in total. OWNER and CONTRACTOR agree that time is of the essence of this Agreement. 4. CONTRACTOR'S DUTIES. a. CONTRACTOR and its principals, employees, agents, subcontractors, suppliers and material men (collectively, the "CONTRACTOR Related Parties") shall comply with all applicable laws, codes, ordinances, rules and regulations in the performance of Conlract 10: 2255 ** CONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT ** PROJECT: Contempo Marin Sidewalks NOTICE: THIS DOCUMENT WAIVES THE CLAIMANT'S LIEN, STOP PAYMENT NOTICE, AND PAYMENT BOND RIGHTS EFFECTIVE ON RECEIPT OF PAYMENT, A PERSON SHOULD NOT RELY ON TI-I1S DOCUMENT UNLESS SATISFIED THAT THE CLAIMANT HAS RECEIVED PAYMENT. Identifying Information: Name of Claimant: American Asphalt R&R Co., Inc. Name of Customer: MHC Financing Limited Nirtnership c/o Equity Lifestyle Properties, Inc. Job Location: 400 Yosemite Drive, San Rafael, CA Owner: MHC Financing Limited Partnership Conditional Waiver and Release: This document waive and releases lien, stop payment notice, and payment bond rights the claimant has for labor and service provided, and equipment and material delivered, to the customer on this job. Rights based upon labor or service provided, or equipment or material delivered, pursuant to a written change order that has been fully executed by the parties prior to the date that this document is signed by the claimant, are waived and released by this document, unless listed as an Exception below. This document is effective only on the claimant's receipt of payment from the financial institution on which the following check is drawn: Maker of Check: MHC Financing Limited Partnership c/o Equity Lifestyle Properties, Inc Amount of Check; $ 8,990.00 Check Payable to: American Asphalt R&R Co., Inc. Exceptions; This document does not affect the following: Disputed claims for extras in the amount of; $0.00 * / DATE;� AMERICAN ASPHALT R&R Co., Inc. Oo (s gna ure) (title) AMERICAN ASPHALT R&R Co., Inc. PO BOX 3367 HAYWARD, CA 94540-3367 (510) 723-0280 Fax(510)723-0288 BILL TO: MHC Financing Limited Partnership c/o Equity Lifestyle Properties, Inc Two North Riverside Plaza Suite 800 Chicago, Illinois 60606 CODE DESCRIPTION 08 CONCRETE TOTALS: CUSTOMER #: 6411 INVOICE M 6323 INVOICE DATE: 02/18/15 DUE DATE: 02118/15 JOB: 253242 Contempo Marin Sidewalks 400 Yosemite Drive San Rafael, CA CURRENT PREVIOUS CONTRACT BILLED 8,990.00 8,990.00 PREV % CURRENT % COMPL BILLING 100.0 8.990.00 100.0 8,990.00 NET DUE: 8,990.00 Thank you for your business! Contract ID 2255 .AAR-kk-, American Asphalt Repair & Resurfacing Co., Inc. CHANGE ORDERIA6 27601 Industrial Blvd. Hayward, CA 94545 510-723-0280 Fax: 510-723-0292 Date: Z/ f b 40 I's- Job #: The construction agreement dated between American Asphalt Repair & Resurfacing, Inc., Contractor, and EP -WW I ZX ,-5 ,,( (��© e -s , Owner/Subcontractor, is hereby modified and amended by the following deviations from the original plans and specifications: /1 It is mutually agreed that for such change, the contract price i hicreased ecreased $ Z16 P.. payable with/deductible from the payment becoming due under the original construction agreement. Time for completion of the above cited contract/subcontract work is hereby extended days beyond any completion date set forth in the original Contract for such work. All other provisions of the original Contract and Agreement shall remain in full force and effect, without change because of the above deviations. American Asphalt Repair & Resurfacing, Inc, Contractor Lie. #439591 chu Icrdm doe 0\(,nerlSubcontractor Page :1 image SHADED AREA MUST GRADUALLY CHANGE FROM BLUE AT TOP TO GREEN AT BOTTOM ''*w OP6-tv U - S8-3B7/l12 A po cA iw.rcad, ci.,s. saax. we I * Date.• 02/25/2015 cnicyc, n twos E LS Check *. 1277824 Pap Exactly *'-we ,Yhv4SI.titi TwAmount TO THE AMERICAN ASPHALT R&R CO., INC. ORDER VODAF M YD DArs OF WE4LS FAR 00 BANK N.A. 000Q6277824um �:04b203824t:96g0�47745��' 88378134 ED Item Details /^:;" _ , . .,Ik�u A11=0419.4 3XVn6S 0 M C q @ �,iiiiuht�✓.. ki'�Ikl,'f ��1'illtl j »[�.'m�•� 1 n pE fi Fl M s O �n m M cD Item Details /^:;" _ , . .,Ik�u A11=0419.4 3XVn6S Amount: 9,280.00 Account Number/Account Name: 96001477451M HCOP ERA LP Check#: 1277824 Routing Number: 241253823 Posting Date: 0 310 312 01 5 Description: CHECK PAID As of Date: 03103/2015 Item Sequence Number 8189510775 Additional Item Details: 0000028 +000000036389965 VAN REM 0000008189510775 J, Copyright 2002 - 2015 Wells Fargo. All rights reserved. 0 00 CO z' Amount: 9,280.00 Account Number/Account Name: 96001477451M HCOP ERA LP Check#: 1277824 Routing Number: 241253823 Posting Date: 0 310 312 01 5 Description: CHECK PAID As of Date: 03103/2015 Item Sequence Number 8189510775 Additional Item Details: 0000028 +000000036389965 VAN REM 0000008189510775 J, Copyright 2002 - 2015 Wells Fargo. All rights reserved. 4 IF" l !� I � 1rY1 11,111,111LIM �IIII Imtr 'I�III f%illeE r e hpa,, to help you '� �� l 380 Rohnert Park Expressway STORE E HOURS„„ vC,i(;ei 1 9 Rohnert Park, CA 94928 Mon -Fri: 10 am -8 pm Phone: (707) 586-8836 Saturday. 10 am -7 pm Salesperson; Fax: (707) 586.8838 Sunday: 11 am -C pm '� 1 , � Cell Pyne. !, ? tr r , r j Cuscorner's Name:.,( [f ��) -1 .Lt.. i�_j� _`'.r�._.�;.r�!'1 ._ 1 ..._...s (. :, Mora Addr_e..srs;Y:l_._:._l/.j.f. .._f...--;,�._.-J......._...."_..._.._.._ .. 3�( Apt# City; :r r!?: C'G5S Slieet �..__.. s_..___..4___..^!.r.._� Referred .- .. by: U Newspaper O Inseil � Radio 'J TV 0 Friend J Previous Buyer J Inte rtes 'u Crive ay DELIVERY TIME C01D`_ NOTE DATE Fa431.1C protection? IL 1 �_ ...__ ...--., ..__.�1 t /r 3...'-tY •�,� �lw... .l t'i ts_a�r_ ... �.: �"ti_ / it / � \ � ,• - , l �� _.r (y I + , ' ... � f r~1 1 l .1 I s•rcis ; POLICY AND CONDITIONS OF SALE: ' Clori:al efrar are subject torcrroctlor DELI VEMY Special order turd dollwiry Ikno are a subject to he delayed I —— -, --" Special or:lar r gdwd it minhnum 30% deposit that Is nnn refundable and ix, canc:aatkri f SUBTOTAL At c!narance, Floor sample sate, Clcsrd out, last one Items ale "as Is” and have na warranty tmd not returnable or rmundabfo ' St. harrryi ration.! 0641m 3 (Jays mum 1•r, m vtJ, lul i;::cr Lr+s .1'1c' fr t_4:rr:,.'t), restoc.41 ig reo and service mil N2 chEYIJ^_:f on ratum items TAX '. • MorClrtn clutr W?! U1. $Od,t1 a,rr svareha rsu. 1:: +lil) .t w,vi, Wi' r 11G daw u' pjroha4e v apad d order arrived _ _ _ _ •• • j ' Neither mmxruuacrd,a, in,t r,exr lurncu.n tutne"o, ;l,sv:.r a.o hoar:*•: jj:1.%w,a.+r. torr. 116-trf. a:lnr lasuross, tilling of dmmna byc 3aning puxms5 a �r��r�l1 •. . 1 L r. .,.q .._. ' All sa+vC05 taguhu an (vt;liik�l involca, cnvrtrr 31xtr anu wrtMltsl asdnfss. �All mert:hn>tbcrs nrudi bt, returned to oiu warthaaso 1criemix ur jut 9ro r+:anulactor� s larms. any in home surirro arra - ----- - « — • L w lransportatkat h subject to a sorvIce chatpo D EP osrr Plearw Itispoct your nmrcnandizas wh, n receiving, any ntelchandLes Icund to defacim) duo to manulaclure workmanship will ve scavkwl u *der tonna of m.uiulactura woranty if LANCE POW* CMck yndr rconi s mt asurams nL and your nom, ;ss exr :toloro making an omw To AVCMG survfw ci-jigo nad rlO ca•.:*ation f ;try. REAL) s'rORE POLICIES AND S� 111 REC:E:iVED IN GOON CQNDITICIN iK. .___. _.._._-__--•-_-,_ ._----..— .___ Elate tnsctavEa '��ulula ALL SALE ARE: FINAL + NOE (1;1'tAPIC�I r• NO REFUND t 1S.rd 2gV2015 Equity UfeStyle Properties, Inc. Mail - Re: New vendor submission for VALLEY FURNITURE Contempo Marin Manager <contempomarin mgr@equitylifestyle.com> Re: New vendor submission for VALLEY FURNITURE AP Services Mail<apservices@equitylifestyle.com> To: Contempo Marin Manager <contempomadn_mgr@equitylifestyle.com> Please attach or fax a W-9 to 312-279-1711. Thanks Tue, Feb 24, 2015 at 11:36 AM On Fri, Feb 20, 2015 at 7:27 PM, <contempomarin_mgr@equitylifestyle.ccm> wrote: Requestor Name: ROBERT ANDREWS Community: CONTEMPO MARIN Requestor Email: CONTEMPOMARIN_MGR@EQUITYLIFESTYLE.COM Requestor Phone: (415) 479-6816 Vendor Type : REGULAR VENDOR Regular Vendor Type: MISCELLANEOUS OR OTHER Require ACH7 : NO Vendor Name: VALLEY FURNITURE Vendor Address1 : 380 ROHNERT PARK EXPRESSWAY Vendor Address2 : Vendor City, State, Zip: ROHNERT PARK, CA 94928 Vendor Phone: (707) 586-8836 Vendor Email: VALLEY GOSERVICE@YAHOO.COM Payment Terms : ASAP Estimated/Total Vendor Pay Amount: $4230.00 FEIN or Social Security #: 38-0309432 Vendor Provides : GOODS Is vendor a resident: NO Is vendor a related party : NO Miscellaneous Comments: https:#mall.google,canlmailUOnui=28dk=7Of37lb2Od&viow=pl&soarch=inbox&msg=l4bbdl784f9238ab&siml=14bbdl784fgl0 b 1/1 F Mrt at rma a6w seo 5pudaa wn on pegs L , 0 .11 aff�. . f r� Isl s �a 3cra �� • JE IsX CLIO s Image Equity LifeSWO I"Werl+ea, Inc. 84175 M6040 - Conlempo Marin wNq Fequ 6.d,NA Date D3n112015 v✓, wM ON "u' Z Nolth FtNerside Plaza __ 412 Chirago, IL 60606 eao-2erus, ronin+. opw,2 86001477455 b TWO SIGNATURES REQUIRED FOR .< AMOUNTS IN EXCESS OF $25,000 OD Four Thousand Twe Hundred 1h+dy Dallars And 001100. ....."................. a —4,230.00 •....,.».:i.......................................•....a....... .II S PAY �VAO-EY FURNITURE VL7ID AFTER 90 DAYS TO -- 380 ROHNERT PARK EXPRESSWAY E1 THE' ROHNERTPARKCA 94928 / —_ _ �- `— • �_--_ — RDER OOF Q irS4 & 7 510 1:0412031132161: 9600147745112 sl g g9 r a__ 411, $=31x999 LID3i LPa.iacksnnliII PT - -. d til kn rt Parr 0^ GA1 165 _ --m— L M 0 g 5eq: 181 Z 61 Batch: 919263 * Date, 03/16/15 s X* Ln fit M `,�► �a b �C o o a:Y �m a +x r M M tem Oeta3ls , : - - �• .... •.. <_: -� ` - � - - Amount: 4,230.00 Check * 84175 Posting Date: 03/1712015 As of Date: 0311712015 Additional Item Details: 0000063 +000000034667$13 VAN REM 0000008586585522 Copyright 2002 - 2015 Wells Fargo. All rights reserved. Account Number/Account Name: 96001477451MHCOPERALP Routing Number: 241253823 Description: CHECK PAID Item Sequence Number 8586585522 Page :1 Horizon Casual, Inc. P.O. Box 1000 Ocala, FL 34478 Horizon Casual Commercial Indoor/Outdoor Furniture & Aceessories Invoice Number: 11591 Invoice Date; Jun 22, 2015 Page: 1 Phone: (352) 622-6852 Fax: (352) 732-5662 www.HorizonCasual.com Sill To: Ship to: 1 Contempo Marin M/H Community 6040 I—Contempo Marin M/H Community { Equity Lifestyle Properties Equity Lifestyle Properties 400 Yosemite Road 1400 Yosemite Road San Rafael, CA 94903 ? San Rafael, CA 94903 THANK YOU FOR YOUR BUSINESS! Subtotal _ — 12,003.25 Sales Tax SALES DO NOT INCLUDE SALES TAX.. PURCHASER Shipping & Handling 2835.00 RESPONSJBLE FOR ALL LOCAL/STATE SALFS & USE --- --_-- - -- _ _ W _ _. _..._ . _.._._-_ .._. TAX UNLESS OTHERWISE INDICATED. Total Invoice Amount 14,838.25 I Payment/CreditApplied TOTAL I $ 14,83825 All claims must be made within five days ofreceipt of goods, and claims for loss ordamage in transit mustbe filed at oncewith carrier. We hold a shipping receipt in good order and accept no liability. If merchandise is damaged in transitand so received you are responsible for securing proper notation of such damage from your ]=I freight agent in order to secure settlement. Title ofshipment passes to you upon delivery to, properly receipted by, transportation carder. We are not responsible for delays in transit and our terms are not to be affected by such delays. Merchandise returned without written authorization will be refused. Goods listed herein remain property of Horizon Casual,Ine. until invoice is paid. Phone: 415.479-6816 Fax: Customer ID Customer PO ; Payment Terms CONT4 Net 30 Days Account Manager 1 Shipping Method --Ship Date _ Due Date Norm Kohl - ELS Best Way 7/22/15 Quantity Item 15.00 3310 DescriptionUIM Gulf Winds Cross Weave Chaise each Unit Price Amount 1 275.00 4,125.00 40.00 3350 i Gulf Winds Cross Weave Arm Chair each 139.00 5,560.00 I 10.00 4203ALMD-H 142" Aluminum Top Table w/Hole - Deco each 295.00 2,950.00 1.00 DISC i 5 % Multi Property Purchase Discount each ► 631.75 -631.75 THANK YOU FOR YOUR BUSINESS! Subtotal _ — 12,003.25 Sales Tax SALES DO NOT INCLUDE SALES TAX.. PURCHASER Shipping & Handling 2835.00 RESPONSJBLE FOR ALL LOCAL/STATE SALFS & USE --- --_-- - -- _ _ W _ _. _..._ . _.._._-_ .._. TAX UNLESS OTHERWISE INDICATED. Total Invoice Amount 14,838.25 I Payment/CreditApplied TOTAL I $ 14,83825 All claims must be made within five days ofreceipt of goods, and claims for loss ordamage in transit mustbe filed at oncewith carrier. We hold a shipping receipt in good order and accept no liability. If merchandise is damaged in transitand so received you are responsible for securing proper notation of such damage from your ]=I freight agent in order to secure settlement. Title ofshipment passes to you upon delivery to, properly receipted by, transportation carder. We are not responsible for delays in transit and our terms are not to be affected by such delays. Merchandise returned without written authorization will be refused. Goods listed herein remain property of Horizon Casual,Ine. until invoice is paid. WITY LIFESTYLE PROPERTIES AP 10 NORTH RIVERSIDE PLAZA ICAGO, IL 606062600 lid to: HORIZON CASUAL, INC. Payment. Date 06124/2015 voice Number P.O. Number D3scription Total Invoices Paid: 1 (12230 Net: 14838.25, Discount: 0.00 REPLACE OLD AND WARN OUT POOL FURNI Total Amount of lnvo4ces raid: 14;t< Z.25!)SV Invoice Amount Discount Amount 0 2012 Wells Fargo Bank. All rights reserved. Page 1 0 Net AMOL �`�rF�i{ ,�• s�S2'v. ��I).s.r r''�°"'1l,:,,•� ,� .�I- ,; M f �..____...__ � [fell) ihscriplioo PAR -MP -2.011-11 MSG -2 STACK 11170LB 1/250LB PAR -FS -20 Involved II Sulcsperaun I� InvmccDatc DURABELL 2.5-50 W/3T RK CLUB PACK 4 1728231 I RnN 0110J)I.S � 06/08/2015 � 062 � DB -HEX -U002.5 2.51-13 URETHANE HEX DBIEA. DB-HEX-UD05 WWW,pillSDUfCC.COIfl DB -HEX -U007.5 13iU'I'u 5l)ip'I'u 10LB URETHANE HEX DBIEA. DB -HEX -U012.5 ELS - CONTLN1PO MARIN GLS - CONTE.MPO MARIN 15LB. URETHANE HEX DB/EA. DB-HEX-UO20 400 Y'OSIlMI'T7i RD 400 YOSEN41TE RD 25LB. URETHANE HEX DBIEA, DB-HEX-UD30 SAN RAFAEL CA 94903 DB -HEX -U035 35LB. URETHANE HEX DBIEA. DB -HEX -U040 40LB. URETHANE HEX DB/EA, SAN RAFAEL CA 91190. 45LB. URETHANE HEX DB/EA. j Acct# � ship Dale OrderUafc �1 Ship All i =- --r �62-429.'700 1 i t 0WOR12015 ! {I(,�0€1 ,I1? Ucin°m� [fell) ihscriplioo PAR -MP -2.011-11 MSG -2 STACK 11170LB 1/250LB PAR -FS -20 BENCH-FLATIINCLINE/DECI-INE HAM -CP -DB -3T -A DURABELL 2.5-50 W/3T RK CLUB PACK — ' kits comprised of - HAM -3T -FLT RACK-3TIER TRAY RACK-SILVER/BLK DB -HEX -U002.5 2.51-13 URETHANE HEX DBIEA. DB-HEX-UD05 5LB. URETHANE HEX DBIEA, DB -HEX -U007.5 7.5LB URETHANE HEX DBIEA. 08-HEX-UO10 10LB URETHANE HEX DBIEA. DB -HEX -U012.5 12.51-13 URETHANE HEX DB/EA. DB -HEX -U015 15LB. URETHANE HEX DB/EA. DB-HEX-UO20 20LB. URETHANE HEX DBIEA, DS-HEX-UD25 25LB. URETHANE HEX DBIEA, DB-HEX-UD30 30LB. URETHANE HEX DBIEA. DB -HEX -U035 35LB. URETHANE HEX DBIEA. DB -HEX -U040 40LB. URETHANE HEX DB/EA, DB -HEX -U045 45LB. URETHANE HEX DB/EA. DB -HEX -U050 50LB. URETHANE HEX DB/EA. TRU-PS•T900/5-4 TREADMILL-22X60/PROG/HRC FREIGHT FREIGHT DEL-INST DELIVERY 8, INSTALLATION Customer PO I Salrs II) AZI Qly List Price 1 5725.00 3,835.75 1 575.00 415.00 1 2433,50 1,581.45 1 2 2 2 2 2 2 2 2 2 2 2 2 2 i i 3999.00 661.90 864.00 2,399,40 661.90 864.00 Amount 3,835.75 415.00 I 1,581.45' J i I 2,399.40 661.90 864,00 Gem Description Qty List Price Amount PRE -ASSEMBLY ITEMS MAY BE DEUD ASSEMBLED 1 .0D OD TIME DISPATCH TO ASSIGN TIME WiNDOW 1 .00 .00 ITS OUR PRIVILEGE TO SERVE YOU 12 PT.CHECK LIST 12 POINT CHECKS COMPLETED 1 .00 .00 TOTAL SAVINGS = $4917.23 H sub -Total 9,757.50 9.25% Tax 761.43 TOTAL 10,518.93 PLEASE NOTE BY THIS SALE, GYM SOURCE MAKES NO EXPRESS WARRANTIES NOR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSES. WARRANTIES, IF ANY, ARE PROVIDED ONLY BY THE MANUFACTURER OF THIS PRODUCT. GYM SOURCE RESERVES 771E RIGHT TO ASM -9S A 3% PROCESSING FU FOR PAYMENTS MADE nY CRIMITCARD [N EXCESS OF S 15,000. Manufacturers recommend that some strength equipment be bolted to the floor for safety, Gym Source technicians cannot provide this service. Please be sure to carefully review your Owner's Manual regarding manufacturer's recommendations for means of properly securing your equipment If necessary you should consult a contractor. trrag�"s. ice^ SHADED AREA MUST GRADUALLY CHANGE FROM BLUE AT TOP TO GREEN AT BOTTOM !HC uarRS3Rf LP .-......•�.�.. r —_-'"' ,II._.._...�.. _1•0.. i ,. Sse7e214L2 .. 111111 1 North Ri-s"itle Plata, SuSte C'2° thicgo. It bases Date: 06117/2015 E L. S 1 y E Check #: 1366938 1 Pay Exactly "Ten Thousand Five Hundred Eighteen and 931100 -US 4ollers "* "•,r;<<, Amount } M u' 'y ga""10,616.93 , TO THE GYM SOURCE 0o00190056 ¢OCKBOX - FOR p 2CI50622 DEADIT ONLY TO V -111 -IN NAMED PAYEE j' j ORDER NA #Wa`�erbury, CT im6720>21117010.1< VOID AFTER 90 DAYS i OF WELLS FARGO 9PJJK. N A Ay talc x a i �� , vDDOL3060311w "0t.4203a241og6OO& ??k5r1° ; tem Details Amount: 10,518.93 Check P. 1306038 Posting Date: 06123/2015 As of Date: 06/23/2015 Issue Date: 06/17/2015 Additional Item Details: 0000026 +000000041921260 VAN REF#:0000008283071029 10 Copyright 2002 - 2015 Wells Fargo. All rights reserved. Account NumbedAccount Name: 96001477451MHCOPERALP Routing Number: 241253823 Description: CHECK PAID Payee: GYM SOURCE Item Sequence Number: 8283071029 Page : l m M 1 y E ITT r Li ° TM < C �u M 9 mom' ES p 1 m 0o00190056 ¢OCKBOX - FOR p 2CI50622 DEADIT ONLY TO V -111 -IN NAMED PAYEE Bank, NA #Wa`�erbury, CT im6720>21117010.1< Z%4ebster �O D i ¢mi ; tem Details Amount: 10,518.93 Check P. 1306038 Posting Date: 06123/2015 As of Date: 06/23/2015 Issue Date: 06/17/2015 Additional Item Details: 0000026 +000000041921260 VAN REF#:0000008283071029 10 Copyright 2002 - 2015 Wells Fargo. All rights reserved. Account NumbedAccount Name: 96001477451MHCOPERALP Routing Number: 241253823 Description: CHECK PAID Payee: GYM SOURCE Item Sequence Number: 8283071029 Page : l THOMAS BROOKE ROOFING • REMODELING gY5-2 . CONTINUATION SHEET -:Z;6 V6 (ce THOMAS BROOKE /g/ ROOFING • REMODELING P ofa Rama 8da aarriµtbn of Pro f 1404 North Central Avenue C44S.-Se.. Modesto, CA 95351-4813 24�c ct em cta JOJOctZIPcedo Phone (209) 531-2050 6,o 114h f,J Ca. Contr. Lia #457260 � fa3�.c This is a continuation of thaou t c rt2ne� contract brie y described above between Thomas Brooke Roofing • Remodeling, and the project owner named above which is dated J � r 0 /10 5 34~-.." I .f ci Oro r &aA4c V`" a "- con Vector or conUaetor s agent sign here X owner sign here d: Copies of checks :sages rif- •reit <jennifer_barrett@equilylifestyle.com> 1 Marin Manager <contempomarin_mgr@equitylifestyle.com> --- Forwarded message 3m: Sharon Fields <shamn_fieldsr@?j equityIifestyle. com> tie: Wed, Sep 9, 2015 at 8:19 AM object: Re: Copies of checks Jennifer Barrett<jennifer_barrett@equityJfestyle com> !re you go arks Contempo Marin Manager <contempomarin_mgr@equitylifestyle.c ta}�:.•ut Retrrar. s 1.>,illings Rewcw View Ues;g*, ,ays:ui :,.; AaBb[cOr , AaSbCcDr A aRbt AaBbCi r1i:1Bb( A-AKCcI Aa .-rrr t i%xintcr H U fid- Y, %' As -r ,�, '4 'FT 1 <A —, 11 ticrmal 'I He Spaci... Heading l Heading 2 ',;ve SubtRie Subtle Em,.. En dC rr;n+. a.;pn styles Image SW.:*() AREA MUST GnA1hlALV (i3O1 1-a, i 1 av>sn x1..r.see pl..' s.tse .mss T1,i is4a, Il amwc ELS Pay Exactly "Thir(y.Nine Thousand Seven Hundred Fifty and 00MOO -US Dollars,-, TontE THOMAS BROOKE CONSTRUCTION o�oce Or WELLS FA PGO 6ANK N.A. V000 13 2704 20 1:04 120 16 241:9600 14 774 SO �- iy808398 m ED 1 S i d Iy v O m x ' � !4F}W3J�"f CS311V15 33 L` 1Q � t'KI F3 � 58i 23#01 m Cr Hem Details Amount: 39,750.00 Check #:1327042 Posting Date 09/0112015 As of Date. 0910112015 Issue Date: 08/2512015 Additional Item Details: 0000013+000000097788528 VAN REF#: DOOODO8789588362 age: i of 3 Words: 54 u. oevu, Data: 08/25/2015 Check S: 1327042 Amount "'39,750.00 YOG AFTLN WCC $ Account Number/Account Name: 96001477451MHCOPER Routing Number 241253823 Description: CHECK PAID Payee: THOMAS BROOKE CONSTRUCTION item Sequence Number: 8789588362 THOMA T`' BROOKE ROOFING • REMODELING CONTINUATION SHEET11 ROOFING - REMODELING 1404 North Central Avenue Projm Owner's N � Brief Description o Pro)oct/ Modesto, CA 95351-4813 Prolacl address i Pm' city Protect Zlp Cod" Phone (209) 531-2050 C I Ca. Contr. Lie. #457260 This is a continuation of that certain contract briefly described above between Thomas Brooke Roofing • Remodeling, and the project owner named above which is dated - net-, ,'�� r x Z'-77 lv4z-" 04�a "&IVA - ►0js v �J r Y_ XAm. ntractor oroontractoes agent sign here owner sign here Horne Insert Past i.+ycut Reicrr.nces hlailwr: Gerevo View C^sir;:. Layou: AaBbCcOc _ AaBbCcDc Aa3b( AaBb:,l Aa3b( AaSbCcI 1oC:bt,i"Ir . 40 D .:' ;,f - efts, = . , !No Spa cHeading Heading 1tit Subtle Enl.,, En Style, Image y_.rp„(.AIEAb7Us7GndtlVM,L C+iAe:C6 FROMBLU£.'11JvTCOI:Etr:A';K':TTCU +ac gr.t.u.q tr ss•2u/w 2 aa-tn z.... W. Flu., ame, esu Dale: 08!21/2015 ELS Cheat 1325538 Play Exactly "Five Thousand Two Hundred Fifty and 001100 -08 Dollars ” Amount TO THE flttaVS BROOKE CONSTRUCTION cRBrR_J5 vo.nu ren wonvs WELLS Fnstoo aN+x f+.a r wIY vlGl;xan.aa0aer . 11000ii25S38111 r:04e2038241:96001447t.5e' Item Details Amount: 5,250.00 Check #' 1325538 Posting Date: 08/28/2015 As of Date 0812812015 Issue Date. 0 8121 1201 5 Additional Item Details 0000024000000017781947 age. 1 of i words: 54 rfur 1 Tue, Sep 8, 2015 at 5:55 PM, Jennifer Barrett �iennifer_barre.tt(n_equitylifestyle.com> wrote: Hi Sharon - I need copies of two more Invoices for Contempo Marin, please . Check # 1325538 $5250 Thomas Brooke Check #13270442 $39,750 Thomas Brooke Thank you :) Jennifer Barrett Sr. Regional Manager 2395 Delaware Ave Santa Cruz, CA 95060 931-588-3209 phone 888-267-5336 fax leron Fields !niorAccounis Payable Specialist )A r�r E R Admi nistralor '4E Administrator 2-279-1690 u, _&279-1711 nnifer Barrett RenimA AAanana.r-lAl—tern Rw Ii n Account Number/Account Name: 96001477451MHCOPER Routing Number. 241253823 Description CHECK PAID Paves: THOMAS BROOKE CONSTRUCTION! Item Sequence Number, 8383001368 1099674527 M M EID T � pryEY y� T C as:raan �� v N �>n�a;xW< PA io C3 PY,T ;•1 d Y,''L15t:5i � m Item Details Amount: 5,250.00 Check #' 1325538 Posting Date: 08/28/2015 As of Date 0812812015 Issue Date. 0 8121 1201 5 Additional Item Details 0000024000000017781947 age. 1 of i words: 54 rfur 1 Tue, Sep 8, 2015 at 5:55 PM, Jennifer Barrett �iennifer_barre.tt(n_equitylifestyle.com> wrote: Hi Sharon - I need copies of two more Invoices for Contempo Marin, please . Check # 1325538 $5250 Thomas Brooke Check #13270442 $39,750 Thomas Brooke Thank you :) Jennifer Barrett Sr. Regional Manager 2395 Delaware Ave Santa Cruz, CA 95060 931-588-3209 phone 888-267-5336 fax leron Fields !niorAccounis Payable Specialist )A r�r E R Admi nistralor '4E Administrator 2-279-1690 u, _&279-1711 nnifer Barrett RenimA AAanana.r-lAl—tern Rw Ii n Account Number/Account Name: 96001477451MHCOPER Routing Number. 241253823 Description CHECK PAID Paves: THOMAS BROOKE CONSTRUCTION! Item Sequence Number, 8383001368 9/28/2015 Laundry Room Check Copy.png x - '1: r 1'yrl P.��x ary4�.t Ra?e,at•:r. FFW1a+ FM,e�•. ems. .. , , ! , l 2�uNew 0.aaun F: .1 .Ca,.r . 4n8CCOI nNbUil, AbCr01 A6CAP4nKhir ,,t�,B!1aCRa•tp, i A A. .1 �. 2. .. Hr. �a! .iea .i92 I.. ...I .. .fie. FnVI.s. ...... •, - "... inner {t`I � tl �r� Dale: 6b/21/2015 w. 2.>. .. .,.. Es cava a, T32:sa3II , PaY Exnclly �Fiw TnewtendTwa Mn4Fed FBIY end D01108 d/6 LbOYf ^ Amouat t 11 r ... 3••,•5.450.60 i IQ" AROMAS BROOKE CONSTRUCTION f' 1 a• WELLSFAROn Ba4nCMA *\oo.lics .ia..=. l I�0D0i325538w 8041203824 .9600 i47745� 099074527 I k 1 YAxiSii3Y lfcgx',,::a' L: FSM `s f t Y_ i is f'. f I Itam 6Vigtla .�. Auwenl 5,250.00 t" Accoual N,n bohmtp l Nama' 9601,114714WHCOPERALF F Co4Kk d 1325538 Rooting N—bar 241257823 • .'{.a 1 POFIing Dale 0fw2c1s Do oplian CHECK PAID - A6 of Opt. 0012812015 Payae THOMAS BROOKE CONSTRUCTION Issue 0M.: 082112055 Yam Stquanee Numbar 8383001388 t Additianaltlern Ortm!s 0000024+006300011781947 https:/ldrive.gDogle.com/alequitylifestyle.com/folderview?id=OB1QHewzZ5TDiWIgmMEtiejZlaVE&usp=sharing eid&ts=5605747f 1/1 9128/2015 Contempo Roof Check copy #2.png W, a a A Itnapr Tr E Ls P.Yll.uljy nm." "w H.,,,Vd piny "."4 66Mw 'smfw- BROOKE C04STRKTION A—,w NambatlAcrounlNama 96001404YWHC0PERALP Roulf,,gNim.bar 241253923 D.-,pkr, CHECKPAID Payee THOMAS BROOKE CONSTRUCTION Nem Sequence Numb«r 67895BB362 https:lldrive,google.comWequitylifestyle.com/folderview?id=OBlQHewzZ5TDiWlgmMEtiejZlaVE&usp=sharing_pid&ts=5605747f 1/1 Ch,00 1327042 pi,nInq Oath AS00.1 0910/72015 Is '. DM:, 0�012wolq:i Ad.ifi—Ille, Detr t 0000i768528 VAN REFN; D0M67895BBJCZ lo A—,w NambatlAcrounlNama 96001404YWHC0PERALP Roulf,,gNim.bar 241253923 D.-,pkr, CHECKPAID Payee THOMAS BROOKE CONSTRUCTION Nem Sequence Numb«r 67895BB362 https:lldrive,google.comWequitylifestyle.com/folderview?id=OBlQHewzZ5TDiWlgmMEtiejZlaVE&usp=sharing_pid&ts=5605747f 1/1 Equity LifeStyle Properties, Inc. 96438 M6040 - Contempo Marin Wells Fargo Bank, N.A Date 09/09/2015 56-302 2 North Riverside Plaza Van Wert, 0l1 _ _ --- Chicago, IL 60606 For inquiries call: 412 800-289-3557 option 1, option 2 9600147745 c TWO SIGNATURES REQUIRED FOR w AMOUNTS IN EXCESS OF $25,000.00 m A v One Thousand Two Hundred Dollars And00/100****************** *.,...**... ...,....... �..* ._.*, .. «..�. �..* *..*..,****,*... ***.1,200.00 m PAY CITY OF SAN RAFAEL VOID AFTER 90 DAYS To ROOM 204 - N THE 1400 FIFTH AVENUE `"'_ _ `r`•-="" y m ORDER P.O. BOX 151560 u99643J3V 40111.,12031321,1: 960014??4511' CITY OF SAN RAFAEL ROOM 204 1400 FIFTH AVENUE P.O. BOX 151560 SAN RAFAEL CA 94915-1560 Invoice Invoice Date Invoice Gross Number Amount 1081718 09/08/2015 1,200.00 JOvernight Vendor ID ! Location Reference Number '0000011796 - 001 96438. Remittance Advice For: Invoice Invoice Discount Withholding ZERO ZERO Net Amount USD 1,200.00 Invoice Totals 1,200.001 ZERO ZERO Payment Totals 1,200.001 EXHIBIT E DocuSign Envelope ID: F9DOB480-2B09-4866-8AEC-AAD10E1C5D12 Contempo Marin AGREEMENT THIS AGREEMENT (this "Agreement") is made and entered into as of February 21, 2013, by and between LINSCOTT ENGINEERING CONTRACTORS, INC., a California corporation, with an address of 397 Smith Ranch Road, San Rafael, California, 94903, hereinafter called "CONTRACTOR" and MHC FINANCING LIMITED PARTNERSHIP, an Illinois limited partnership, with an address of c/o Equity LifeStyle Properties, Inc., Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606, hereinafter called "OWNER". WITNESSETH: For and in consideration of the mutual terms, covenants and conditions of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, OWNER and CONTRACTOR hereby agree as follows: 1. SCOPE OF WORK. CONTRACTOR shall furnish all labor, equipment, accessories and material necessary to perform the work described herein below and in the Proposal ("Proposal") attached hereto as Exhibit A and made a part hereof (collectively the "Work") on portions of the property commonly known as Contempo Marin, located at 400 Yosemite Road, San Rafael, California, 94903 (the "Property"), in accordance with the Contract Documents (as such term is hereinafter defined). 2. PAYMENT. After completion of the Work in accordance with the Contract Documents to the satisfaction of OWNER, CONTRACTOR shall deliver to OWNER an invoice in a sum not to exceed $12,708.00. OWNER shall pay the amount of such invoice to CONTRACTOR within thirty (30) days after OWNER's receipt of the invoice. At the time of such payment, CONTRACTOR shall deliver to OWNER final lien waivers from CONTRACTOR and all subcontractors, suppliers and materialmen for all of the Work. Except as otherwise specifically provided herein, in no event shall the aggregate amount of OWNER's payment obligations hereunder exceed $12,708.00 (tax included). Any alterations or deviations from the Contract Documents involving extra costs shall be made by CONTRACTOR only upon prior written order of OWNER (a "Change Order"). 3. TIME FOR COMPLETION. The Work shall be commenced on or before March 4, 2013 and completed on or before March 29, 2013. If the performance of the Work shall be delayed because of strike, war, governmental regulations, severe weather conditions or any other reason beyond the control of CONTRACTOR, such delay shall not constitute a breach of this Agreement, and the time for completion of such performance shall be extended for such additional time as the same was delayed for such cause; provided, however, in no event shall the time for performance be extended for more than thirty (30) days in total. OWNER and CONTRACTOR agree that time is of the essence of this Agreement. 4. CONTRACTOR'S DUTIES. a. CONTRACTOR and its principals, employees, agents, subcontractors, suppliers and materialmen (collectively, the "CONTRACTOR Related Parties") shall comply with all applicable laws, codes, ordinances, rules and regulations in the performance of 6040_Contempo Marin Linscott Engineering Contractors, Inc. c2-13 1 DocuSign Envelope ID: F9DOB480-2B09-4866-8AEC-AAD10E1C5D12 CONTRACTOR's obligations hereunder. Violations of the same shall constitute a breach of this Agreement. b. CONTRACTOR represents and warrants that CONTRACTOR is in full compliance with all State and Federal statutes and regulations relating to the hire of individual employees specifically including, but not limited to, the Department of Homeland Security's requirements for 1-9 verification, the Immigration Reform and Control Act of 1986, as amended and included in the Immigration and Nationality Act, as well as verification of social security numbers with the Social Security Administration, prior to placement of such employee on the Property. Additionally, CONTRACTOR agrees to notify OWNER within twenty-four (24) hours in the event that CONTRACTOR receives notice of a DHS 1-9 inspection while CONTRACTOR's employees are working on the Property. Violations of the same shall constitute a breach of this Agreement. C. The Work shall be completed by CONTRACTOR and the CONTRACTOR Related Parties in a good, workmanlike and timely manner in accordance with sound and generally accepted engineering and construction practices and procedures. The Work shall be conducted by CONTRACTOR and the CONTRACTOR Related Parties only during such hours as may be reasonably designated by OWNER, and in accordance with such reasonable guidelines as OWNER may set forth regarding use of streets, storage of materials, parking of vehicles and the like, so as to cause minimal interference with the rights and convenience of OWNER and tenants of the Property. d. Following completion of the Work, CONTRACTOR shall restore the surrounding portion of the Property affected by the Work to substantially its condition prior to commencement of the Work. 5. LIENS AND CLAIMS. CONTRACTOR shall (i) promptly and properly pay for all labor employed, materials purchased and equipment hired by the CONTRACTOR Related Parties in connection with the Work; (ii) keep the Property free from any laborer's, materialmen's or mechanic's liens and claims or notices in respect thereto arising by reason of the Work; (iii) hold all payments received hereunder as trust funds to be first applied to the payment of any such liens or claims; and (iv) discharge any such liens or claims within thirty (30) days after any such lien, claim or notice is filed. If OWNER receives notice of a claim for lien, OWNER may withhold from the amounts otherwise due and owing to CONTRACTOR hereunder an amount sufficient to pay in full such claim until the claim is resolved. If CONTRACTOR does not pay or satisfy any claim for lien to OWNER's satisfaction and provide written documentation thereof to OWNER within thirty (30) days after the same is filed, then OWNER may (but shall not obligated to) do so and may deduct from the amounts otherwise due and owing to CONTRACTOR hereunder all costs incurred in doing so. 6. WARRANTY. CONTRACTOR hereby warrants and guarantees the Work and the materials to be supplied by CONTRACTOR under the Contract Documents for one (1) year after the date of completion of the Work against any defect in materials or in workmanship. In addition, all manufacturers' warranties shall be honored. 7. INDEMNIFICATION. CONTRACTOR shall indemnify and hold harmless OWNER, its affiliates and subsidiaries, and their respective officers, directors, shareholders, partners, agents, employees, successors and assigns (collectively, the "OWNER Related Parties") from and against any and all liabilities, losses, actions, damages, judgments, costs and expenses of whatever nature, including without limitation reasonable attorneys' fees and legal expenses 6040_Contempo Marin Linscott Engineering Contractors, Inc.—c 2-13 2 DocuSign Envelope ID: F9DOB480-2B09-4866-8AEC-AAD10E1C5D12 incurred in connection therewith, asserted against or incurred by any one or more of them by reason of or arising out of any injury to or death of any person(s), damage to property, or otherwise in connection with the performance or nonperformance (as the case may be) of this Agreement, or any act, omission or negligence by the CONTRACTOR Related Parties, or the breach of any representation or warranty contained herein. The provisions of this Section 7 shall survive the termination of this Agreement. 8. INSURANCE. CONTRACTOR shall secure and maintain in effect at all times, at CONTRACTOR's expense, insurance of the following kinds and with the following limits, and CONTRACTOR shall provide OWNER upon execution of this Agreement (and thereafter from time to time upon request by OWNER) with certificates evidencing such insurance: a. Workers' Compensation coverage, as required by applicable law, and Employer's Liability coverage covering CONTRACTOR's Personnel. b. Commercial General Liability (Occurrence Form), including Completed Operations and Personal Injury: $1,000,000 Per Occurrence $1,000,000 General Aggregate "Per Jobsite" $1,000,000 Products -Completed Operations Aggregate $1,000,000 Personal Injury Limit C. Business Automobile Liability: Limits: $1,000,000 per accident, including Bodily Injury and Property Damage Liability d. CONTRACTOR shall name the following parties as additional insureds on the Commercial General Liability policy: Equity LifeStyle Properties, Inc.; Realty Systems, Inc.; Community Systems, Inc.; their respective subsidiaries, affiliates, principals, beneficiaries, partners, nominees, agents, associated entities and trusts; and the respective officers and directors of each. All insurance coverages shall require the insurer to give OWNER at least thirty (30) days prior written notice of modification or cancellation. e. Subcontractors' Insurance: CONTRACTOR shall ensure that all subcontractors performing any portion of the Work carry insurance of the types and with the limits set forth above. 9. CONTRACT DOCUMENTS. This Agreement consists of the following documents (collectively, the "Contract Documents"): (i) this Agreement; (ii) the Proposal; (iii) any Change Orders issued by OWNER during the term of this Agreement; and (iv) all other documents referred to in this Agreement and all modifications thereof. In the event of any conflict between the Proposal and this Agreement, this Agreement shall govern. The Contract Documents constitute the sole and entire agreement of the parties with respect to the subject matter hereof and supersede all prior negotiations, representations or agreements, whether written or oral. 6040_Contempo Marin Linscott Engineering Contractors, Inc.—c 2-13 3 DocuSign Envelope ID: F9DOB480-2B09-4866-8AEC-AAD10E1C5D12 10. SUBCONTRACTORS. CONTRACTOR may employ subcontractors for the execution of any part of the Work, with the prior written consent of OWNER. CONTRACTOR shall provide OWNER with a list containing the names and addresses of all subcontractors, suppliers and materialmen who perform, or who provide any supplies or materials for, any part of the Work. CONTRACTOR shall be responsible for the acts, omissions and negligence of its subcontractors and their principals, agents and employees to the same extent that CONTRACTOR is responsible for the acts, omissions and negligence of persons directly employed by it. 11. GENERAL PROVISIONS. a. This Agreement and all of the terms and provisions hereof shall be interpreted and construed according to the laws of the State of California. Should any provision of this Agreement be held or declared to be illegal or unenforceable for any reason, by any Court having competent jurisdiction, all other provisions of this Agreement shall nevertheless remain in full force and effect. b. This Agreement shall not be binding until executed by both of the parties hereto. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. C. CONTRACTOR may not assign this Agreement or any of its rights or interests hereunder nor, without the prior written consent of OWNER, delegate any of its obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. d. Any notice provided by this Agreement to be served in writing upon either of the parties shall be deemed sufficient if delivered to an authorized representative of such party, or if mailed by registered or certified mail, return receipt requested, to OWNER at the following address: MHC FINANCING LIMITED PARTNERSHIP, c/o Equity Lifestyle Properties, Inc. Two North Riverside Plaza, Suite 800 Chicago, Illinois 60606 Attention: President Telephone: (312) 279-1400 Telecopy: (312) 279-1715 with a copy to: Equity Lifestyle Properties, Inc. Two North Riverside Plaza, Suite 800 Chicago, Illinois 60606 Attention: Legal Department Telephone: (312) 279-1400 Telecopy: (312) 279-1715 and to CONTRACTOR at the following address: 6040_Contempo Marin Linscott Engineering Contractors, Inc.—c 2-13 4 DocuSign Envelope ID: F9DOB480-2B09-4866-8AEC-AAD10E1C5D12 LINSCOTT ENGINEERING CONTRACTORS, INC. 397 Smith Ranch Road, San Rafael, California, 94903 Attention: Robert F. Linscott Jr. Telephone: 415-479-6657 Teleco py: 415-492-0301 e. If either party files an action to enforce any provision of this Agreement, or with respect to a breach of any covenant hereof, the prevailing party shall be entitled to recover from the other party its reasonable attorneys' fees and other legal expenses. f. OWNER and CONTRACTOR shall not be construed as agents, joint venturers or partners of one another, and neither shall the power to bind or obligate the other party in any manner or under any circumstances whatsoever. 12. REPRESENTATIONS AND WARRANTIES. CONTRACTOR hereby represents and warrants to OWNER as follows: (i) this Agreement has been duly authorized, executed and delivered by CONTRACTOR and constitutes the legal, valid and binding obligation of CONTRACTOR enforceable against it in accordance with its terms; (ii) CONTRACTOR is duly organized corporation and validly existing under the laws of the State of California; and (iii) CONTRACTOR has obtained the insurance coverage required pursuant to Section 8 above, and the same is in full force and effect. 13. WAIVER OF CLAIMS. CONTRACTOR, for itself and the CONTRACTOR Related Parties, hereby waives any and all claims against the OWNER Related Parties and the Property for liabilities, losses, actions, damages, judgments, costs or expenses of whatever nature, including without limitation attorneys' fees and legal expenses incurred in connection therewith, incurred by reason of or arising out of any injury to or death of any person(s), damage to property, or otherwise in connection with (i) the condition of the Property or any facilities thereon, (ii) any event or occurrence on or about the Property, or (iii) the acts, omissions or negligence of any person, except with respect to the gross negligence or willful misconduct of the OWNER Related Parties. All personal property belonging to the CONTRACTOR Related Parties shall be brought onto the Property at the risk of the CONTRACTOR Related Parties, and the OWNER Related Parties shall not be liable for damage or destruction to or theft of any such personal property, except with respect to the gross negligence or willful misconduct of the OWNER Related Parties. 14. PROTECTION OF PERSONS AND PROPERTY. a. The CONTRACTOR Related Parties shall take all necessary precautions for the safety of, and shall provide all necessary protection to prevent damage, injury or loss to: (i) all employees performing the Work and all other persons who may be affected thereby; (ii) all of the Work and all materials and equipment to be incorporated therein; and/or (iii) other property at the Property or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities. b. CONTRACTOR shall give all required notices and comply with all applicable laws, codes, ordinances, rules and regulations concerning the safety of persons or property. CONTRACTOR shall erect and maintain, as required by existing conditions and progress of the Work, all reasonable safeguards for safety and protection, including posting danger signs, barricades and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. 6040_Contempo Marin Linscott Engineering Contractors, Inc.—c 2-13 5 DocuSign Envelope ID: F9DOB480-2B09-4866-8AEC-AAD10E1C5D12 15. ADDITIONAL RIGHTS OF OWNER. a. If CONTRACTOR fails to correct any portion of the Work which does not comply with the Contract Documents, or if CONTRACTOR persistently fails to carry out the Work in accordance with the Contract Documents, OWNER may order CONTRACTOR to stop the Work, or any portion thereof, until the cause for such order has been eliminated. Any such order (a "Stop Order") shall be in writing, and any increase in the cost of the Work resulting from the failure of CONTRACTOR to properly correct the Work or to carry out the Work shall be borne solely by CONTRACTOR without increase in the amounts otherwise due and owing to CONTRACTOR hereunder. The right of OWNER to stop the Work shall not give rise to any duty on the part of OWNER to exercise this right for the benefit of CONTRACTOR or any other person or entity, and such right shall be in addition to and not in restriction of any other of OWNER's rights or remedies hereunder or under applicable law. b. If a cessation of the Work is warranted by reason of unforeseen conditions which may adversely affect the quality of the Work if such Work were continued, OWNER may suspend or stop the Work by issuing a Stop Order. In such event, the schedule for completion of the Work shall be adjusted accordingly, and the amounts payable to CONTRACTOR hereunder shall be adjusted to the extent, if any, that additional costs are incurred by reason of such Stop Order. If CONTRACTOR, in its reasonable judgment, determines that issuance of a Stop Order is warranted by reason of unforeseen circumstances which may adversely affect the quality of the Work if the Work were continued, CONTRACTOR shall immediately notify OWNER in writing of such determination and describe with particularity the reason(s) therefor. C. If CONTRACTOR defaults under or neglects to carry out the Work in accordance with the Contract Documents or fails to perform any provision of the Contract Documents to be performed by CONTRACTOR, OWNER may, but shall not be obligated to, after ten (10) days' written notice to CONTRACTOR and without prejudice to any other right or remedy OWNER may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from the payments due CONTRACTOR and reducing the amounts payable to CONTRACTOR hereunder by the cost of correcting such deficiencies, including the cost of all additional services and materials made necessary by such default, neglect or failure. 16. OWNER'S REPRESENTATIVES. OWNER such other individual(s) as may be designated in writing OWNER's sole and exclusive representatives hereunder, authority to act for OWNER with regard to any approva pursuant to the Contract Documents. 6040_Contempo Marin Linscott Engineering Contractors, Inc.—c 2-13 6 hereby appoints Beau Robinson, or by OWNER from time to time, as and each such individual shall have Is or decisions required of OWNER DocuSign Envelope ID: F9DOB480-2BO9-4866-8AEC-AAD10E1C5D12 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written. CONTRACTOR: LINSCOTT ENGINEERING CONTRACTORS, INC., a Cal ifQmigHeyoration By: F� �uf 'e. UWS(A Jr. �F4E6E2BFOD73420... Robert E. Linscott, 7r. President OWNER: MHC FINANCING LIMITED PARTNERSHIP, an Illinois limited partnership By: MHC ENCORE MASTER PARTNERSHIP GP, L.L.C., a Delaware limited liability company Its: General Partner DocuSigned dy. By: �! F1 CEFE06AW4Perlis vice President 6040_Contempo Marin Linscott Engineering Contractors, Inc.—c 2-13 DocuSign Envelope ID: F9DOB480-2BO9-4866-8AEC-AAD10E1C5D12 EXHIBIT A Proposal [see attached] 6040_Contempo Marin Linscott Engineering Contractors, Inc. _c 2-13 8 DocuSign Envelope ID: F9DOB480-2BO9-4866-8AEC-AAD10E1C5D12 Linscott Enaineerina Contractors. Inc. 397 Smith Ranch Road 415-479-6657 San Rafael, CA 94903 415-492-1755 California License No. 477476 Fax: 415-492-0301 Ken Brownfield Contempo Marin RE: Drainage Improvements Proposal February 19, 2013 No. 67 Remove and replace existing concrete rolled gutter (approx. 85 LF) and adjoining asphalt. Remove drop inlet top and replace at a lower elevation to provide slope for drainage. Lump Sum: $ 5,599.00 The work will be done under the direction of Contempo Marin. If the scope of work varies from the above description, the price will be negotiated This price does not include allowances for: Fees, permits, bonds or required deposits. The contractor has not verified this scope of work with any public agency. The contractor will provide Workmen's Compensation, Public Liability, and Property Damage Insurance. Increased limits and special wording on certificates of insurance will be charged at our cost plus fifteen percent. Payment will be due upon completion. No retention will be withheld. If a suit is commenced to collect all or a portion of this obligation, the contractor will be entitled to attorney's fees, as the court may deem reasonable. An administrative charge of 1 '/i % per month will be due on all unpaid balances thirty days after the statement date Robert E. Linscott, Jr. Linscott Engineering Contractors, Inc. Page 2 of 2 DocuSign Envelope ID: F9DOB480-2BO9-4866-8AEC-AAD10E1C5D12 Unscott Enqineerinq Contractors. Inc. 397 Smith Ranch Road 415-479-6657 San Rafael, CA 94903 415-492-1755 California License No. 477476 Fax: 415-492-0301 February 19, 2013 Ken Brownfield Contempo Marin E-mail only: contempomarin@equitylifestyie.com RE: Drainage Improvements Proposal We, as contractors, having examined the jobsite, provide the following ` scope of work for the included lump sum prices. V Scope of Work No. 79 Remove and replace concrete rolled curb and adjoining asphalt to accommodate new curb with proper slope for drainage. 1. Saw cut asphalt 1 ft. from the concrete swale for the entire distance to be removed. Approx. 115 LF. 2. Break up concrete and asphalt. Load and off -haul to recycle. 3. Grade and compact subgrade Subtotal Items 1 -- 3: $ 3,120.00 4. Place form board to grade 5. Place and finish new concrete swale Subtotal Items 4 — 5: $ 4,629.00 6. Pave next to new concrete swale $ 1,590.00 Total Items 1 --- 6: $ 7,109.00 Page 1 of 2 EXHIBIT F DocuSign Envelope ID: 5EBFE913-9FF5-412A-9DB0-3340C211354E CONTEMPO MARIN AGREEMENT THIS AGREEMENT (this "Agreement") is made and entered into as of February 25, 2014, by and between LINSCOTT ENGINEERING CONTRACTORS, a California corporation, with an address of 397 Smith Ranch Road, San Rafael, California 94903, hereinafter called "CONTRACTOR" and MHC FINANCING LIMITED PARTNERSHIP, an Illinois limited partnership, with an address of c/o Equity LifeStyle Properties, Inc., Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606, hereinafter called "OWNER". WITNESSETH: For and in consideration of the mutual terms, covenants and conditions of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, OWNER and CONTRACTOR hereby agree as follows: 1. SCOPE OF WORK. CONTRACTOR shall furnish all labor, equipment, accessories and material necessary to perform the work described herein below and in the Proposal ("Proposal") attached hereto as Exhibit A and made a part hereof (collectively the "Work") on portions of the property commonly known as Contempo Marin, located at 400 Yosemite Road, San Rafael, California 94903 (the "Property"), in accordance with the Contract Documents (as such term is hereinafter defined). 2. PAYMENT. After completion of the Work in accordance with the Contract Documents to the satisfaction of OWNER, CONTRACTOR shall deliver to OWNER an invoice in a sum not to exceed $9,670.00. OWNER shall pay the amount of such invoice to CONTRACTOR within thirty (30) days after OWNER's receipt of the invoice. At the time of such payment, CONTRACTOR shall deliver to OWNER final lien waivers from CONTRACTOR and all subcontractors, suppliers and material men for all of the Work. Except as otherwise specifically provided herein, in no event shall the aggregate amount of OWNER's payment obligations hereunder exceed $9,670.00 (tax included). Any alterations or deviations from the Contract Documents involving extra costs shall be made by CONTRACTOR only upon prior written order of OWNER (a "Change Order"). 3. TIME FOR COMPLETION. The Work shall be commenced on or before February 26, 2014 and completed on or before March 10, 2014. If the performance of the Work shall be delayed because of strike, war, governmental regulations, severe weather conditions or any other reason beyond the control of CONTRACTOR, such delay shall not constitute a breach of this Agreement, and the time for completion of such performance shall be extended for such additional time as the same was delayed for such cause; provided, however, in no event shall the time for performance be extended for more than thirty (30) days in total. OWNER and CONTRACTOR agree that time is of the essence of this Agreement. 4. CONTRACTOR'S DUTIES. a. CONTRACTOR and its principals, employees, agents, subcontractors, suppliers and material men (collectively, the "CONTRACTOR Related Parties") shall comply with all applicable laws, codes, ordinances, rules and regulations in the performance of 6040_Contempo Marin_Linscott Engineering Contractors_c 2-14 1 DocuSign Envelope ID: 5EBFE913-9FF5-412A-9DB0-3340C211354E CONTRACTOR's obligations hereunder. Violations of the same shall constitute a breach of this Agreement. b. CONTRACTOR represents and warrants that CONTRACTOR is in full compliance with all State and Federal statutes and regulations relating to the hire of individual employees specifically including, but not limited to, the Department of Homeland Security's requirements for 1-9 verification, the Immigration Reform and Control Act of 1986, as amended and included in the Immigration and Nationality Act, as well as verification of social security numbers with the Social Security Administration, prior to placement of such employee on the Property. Additionally, CONTRACTOR agrees to notify OWNER within twenty-four (24) hours in the event that CONTRACTOR receives notice of a DHS 1-9 inspection while CONTRACTOR's employees are working on the Property. Violations of the same shall constitute a breach of this Agreement. C. The Work shall be completed by CONTRACTOR and the CONTRACTOR Related Parties in a good, workmanlike and timely manner in accordance with sound and generally accepted engineering and construction practices and procedures. The Work shall be conducted by CONTRACTOR and the CONTRACTOR Related Parties only during such hours as may be reasonably designated by OWNER, and in accordance with such reasonable guidelines as OWNER may set forth regarding use of streets, storage of materials, parking of vehicles and the like, so as to cause minimal interference with the rights and convenience of OWNER and tenants of the Property. d. Following completion of the Work, CONTRACTOR shall restore the surrounding portion of the Property affected by the Work to substantially its condition prior to commencement of the Work. 5. LIENS AND CLAIMS. CONTRACTOR shall (i) promptly and properly pay for all labor employed, materials purchased and equipment hired by the CONTRACTOR Related Parties in connection with the Work; (ii) keep the Property free from any laborer's, material men's or mechanic's liens and claims or notices in respect thereto arising by reason of the Work; (iii) hold all payments received hereunder as trust funds to be first applied to the payment of any such liens or claims; and (iv) discharge any such liens or claims within thirty (30) days after any such lien, claim or notice is filed. If OWNER receives notice of a claim for lien, OWNER may withhold from the amounts otherwise due and owing to CONTRACTOR hereunder an amount sufficient to pay in full such claim until the claim is resolved. If CONTRACTOR does not pay or satisfy any claim for lien to OWNER's satisfaction and provide written documentation thereof to OWNER within thirty (30) days after the same is filed, then OWNER may (but shall not obligated to) do so and may deduct from the amounts otherwise due and owing to CONTRACTOR hereunder all costs incurred in doing so. 6. WARRANTY. CONTRACTOR hereby warrants and guarantees the Work and the materials to be supplied by CONTRACTOR under the Contract Documents for one (1) year after the date of completion of the Work against any defect in materials or in workmanship. In addition, all manufacturers' warranties shall be honored. 7. INDEMNIFICATION. CONTRACTOR shall indemnify and hold harmless OWNER, its affiliates and subsidiaries, and their respective officers, directors, shareholders, partners, agents, employees, successors and assigns (collectively, the "OWNER Related Parties") from and against any and all liabilities, losses, actions, damages, judgments, costs and expenses of whatever nature, including without limitation reasonable attorneys' fees and legal expenses 6040_Contempo Marin_Linscott Engineering Contractors c 2-14 2 DocuSign Envelope ID: 5EBFE913-9FF5-412A-9DB0-3340C211354E incurred in connection therewith, asserted against or incurred by any one or more of them by reason of or arising out of any injury to or death of any person(s), damage to property, or otherwise in connection with the performance or nonperformance (as the case may be) of this Agreement, or any act, omission or negligence by the CONTRACTOR Related Parties, or the breach of any representation or warranty contained herein. The provisions of this Section 7 shall survive the termination of this Agreement. 8. INSURANCE. CONTRACTOR shall secure and maintain in effect at all times, at CONTRACTOR's expense, insurance of the following kinds and with the following limits, and CONTRACTOR shall provide OWNER upon execution of this Agreement (and thereafter from time to time upon request by OWNER) with certificates evidencing such insurance: a. Workers' Compensation coverage, as required by applicable law, and Employer's Liability coverage covering CONTRACTOR's Personnel. b. Commercial General Liability (Occurrence Form), including Completed Operations and Personal Injury: $1,000,000 Per Occurrence $1,000,000 General Aggregate "Per Jobsite" $1,000,000 Products -Completed Operations Aggregate $1,000,000 Personal Injury Limit C. Business Automobile Liability: Limits: $1,000,000 per accident, including Bodily Injury and Property Damage Liability d. CONTRACTOR shall name the following parties as additional insureds on the Commercial General Liability policy: Equity LifeStyle Properties, Inc.; Realty Systems, Inc.; Community Systems, Inc.; their respective subsidiaries, affiliates, principals, beneficiaries, partners, nominees, agents, associated entities and trusts; and the respective officers and directors of each. All insurance coverages shall require the insurer to give OWNER at least thirty (30) days prior written notice of modification or cancellation. e. Subcontractors' Insurance: CONTRACTOR shall ensure that all subcontractors performing any portion of the Work carry insurance of the types and with the limits set forth above. 9. CONTRACT DOCUMENTS. This Agreement consists of the following documents (collectively, the "Contract Documents"): (i) this Agreement; (ii) the Proposal; (iii) any Change Orders issued by OWNER during the term of this Agreement; and (iv) all other documents referred to in this Agreement and all modifications thereof. In the event of any conflict between the Proposal and this Agreement, this Agreement shall govern. The Contract Documents constitute the sole and entire agreement of the parties with respect to the subject matter hereof and supersede all prior negotiations, representations or agreements, whether written or oral. 6040_Contempo Marin_Linscott Engineering Contractors_c 2-14 3 DocuSign Envelope ID: 5EBFE913-9FF5-412A-9DB0-3340C211354E 10. SUBCONTRACTORS. CONTRACTOR may employ subcontractors for the execution of any part of the Work, with the prior written consent of OWNER. CONTRACTOR shall provide OWNER with a list containing the names and addresses of all subcontractors, suppliers and material men who perform, or who provide any supplies or materials for, any part of the Work. CONTRACTOR shall be responsible for the acts, omissions and negligence of its subcontractors and their principals, agents and employees to the same extent that CONTRACTOR is responsible for the acts, omissions and negligence of persons directly employed by it. 11. GENERAL PROVISIONS. a. This Agreement and all of the terms and provisions hereof shall be interpreted and construed according to the laws of the State of California. Should any provision of this Agreement be held or declared to be illegal or unenforceable for any reason, by any Court having competent jurisdiction, all other provisions of this Agreement shall nevertheless remain in full force and effect. b. This Agreement shall not be binding until executed by both of the parties hereto. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. C. CONTRACTOR may not assign this Agreement or any of its rights or interests hereunder nor, without the prior written consent of OWNER, delegate any of its obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. d. Any notice provided by this Agreement to be served in writing upon either of the parties shall be deemed sufficient if delivered to an authorized representative of such party, or if mailed by registered or certified mail, return receipt requested, to OWNER at the following address: MHC FINANCING LIMITED PARTNERSHIP c/o Equity Lifestyle Properties, Inc. Two North Riverside Plaza, Suite 800 Chicago, Illinois 60606 Attention: President Telephone: (312) 279-1400 Telecopy: (312) 279-1715 with a copy to: Equity Lifestyle Properties, Inc. Two North Riverside Plaza, Suite 800 Chicago, Illinois 60606 Attention: Legal Department Telephone: (312) 279-1400 Telecopy: (312) 279-1715 and to CONTRACTOR at the following address: 6040_Contempo Marin_Linscott Engineering Contractors_c 2-14 4 DocuSign Envelope ID: 5EBFE913-9FF5-412A-9DB0-3340C211354E LINSCOTT ENGINEERING CONTRACTORS 397 Smith Ranch Road, San Rafael, California 94903 Attention: Bruce M. Linscott Telephone: (415) 479-6657; (415) 492-1755 Telecopy: (415) 492-0301 e. If either party files an action to enforce any provision of this Agreement, or with respect to a breach of any covenant hereof, the prevailing party shall be entitled to recover from the other party its reasonable attorneys' fees and other legal expenses. f. OWNER and CONTRACTOR shall not be construed as agents, joint venturers or partners of one another, and neither shall the power to bind or obligate the other party in any manner or under any circumstances whatsoever. 12. REPRESENTATIONS AND WARRANTIES. CONTRACTOR hereby represents and warrants to OWNER as follows: (i) this Agreement has been duly authorized, executed and delivered by CONTRACTOR and constitutes the legal, valid and binding obligation of CONTRACTOR enforceable against it in accordance with its terms; (ii) CONTRACTOR is duly organized corporation and validly existing under the laws of the State of California; and (iii) CONTRACTOR has obtained the insurance coverage required pursuant to Section 8 above, and the same is in full force and effect. 13. WAIVER OF CLAIMS. CONTRACTOR, for itself and the CONTRACTOR Related Parties, hereby waives any and all claims against the OWNER Related Parties and the Property for liabilities, losses, actions, damages, judgments, costs or expenses of whatever nature, including without limitation attorneys' fees and legal expenses incurred in connection therewith, incurred by reason of or arising out of any injury to or death of any person(s), damage to property, or otherwise in connection with (i) the condition of the Property or any facilities thereon, (ii) any event or occurrence on or about the Property, or (iii) the acts, omissions or negligence of any person, except with respect to the gross negligence or willful misconduct of the OWNER Related Parties. All personal property belonging to the CONTRACTOR Related Parties shall be brought onto the Property at the risk of the CONTRACTOR Related Parties, and the OWNER Related Parties shall not be liable for damage or destruction to or theft of any such personal property, except with respect to the gross negligence or willful misconduct of the OWNER Related Parties. 14. PROTECTION OF PERSONS AND PROPERTY. a. The CONTRACTOR Related Parties shall take all necessary precautions for the safety of, and shall provide all necessary protection to prevent damage, injury or loss to: (i) all employees performing the Work and all other persons who may be affected thereby; (ii) all of the Work and all materials and equipment to be incorporated therein; and/or (iii) other property at the Property or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities. b. CONTRACTOR shall give all required notices and comply with all applicable laws, codes, ordinances, rules and regulations concerning the safety of persons or property. CONTRACTOR shall erect and maintain, as required by existing conditions and progress of the Work, all reasonable safeguards for safety and protection, including posting danger signs, barricades and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. 6040_Contempo Marin_Linscott Engineering Contractors_c 2-14 5 DocuSign Envelope ID: 5EBFE913-9FF5-412A-9DB0-3340C211354E 15. ADDITIONAL RIGHTS OF OWNER. a. If CONTRACTOR fails to correct any portion of the Work which does not comply with the Contract Documents, or if CONTRACTOR persistently fails to carry out the Work in accordance with the Contract Documents, OWNER may order CONTRACTOR to stop the Work, or any portion thereof, until the cause for such order has been eliminated. Any such order (a "Stop Order") shall be in writing, and any increase in the cost of the Work resulting from the failure of CONTRACTOR to properly correct the Work or to carry out the Work shall be borne solely by CONTRACTOR without increase in the amounts otherwise due and owing to CONTRACTOR hereunder. The right of OWNER to stop the Work shall not give rise to any duty on the part of OWNER to exercise this right for the benefit of CONTRACTOR or any other person or entity, and such right shall be in addition to and not in restriction of any other of OWNER's rights or remedies hereunder or under applicable law. b. If a cessation of the Work is warranted by reason of unforeseen conditions which may adversely affect the quality of the Work if such Work were continued, OWNER may suspend or stop the Work by issuing a Stop Order. In such event, the schedule for completion of the Work shall be adjusted accordingly, and the amounts payable to CONTRACTOR hereunder shall be adjusted to the extent, if any, that additional costs are incurred by reason of such Stop Order. If CONTRACTOR, in its reasonable judgment, determines that issuance of a Stop Order is warranted by reason of unforeseen circumstances which may adversely affect the quality of the Work if the Work were continued, CONTRACTOR shall immediately notify OWNER in writing of such determination and describe with particularity the reason(s) therefore. C. If CONTRACTOR defaults under or neglects to carry out the Work in accordance with the Contract Documents or fails to perform any provision of the Contract Documents to be performed by CONTRACTOR, OWNER may, but shall not be obligated to, after ten (10) days' written notice to CONTRACTOR and without prejudice to any other right or remedy OWNER may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from the payments due CONTRACTOR and reducing the amounts payable to CONTRACTOR hereunder by the cost of correcting such deficiencies, including the cost of all additional services and materials made necessary by such default, neglect or failure. 16. OWNER'S REPRESENTATIVES. OWNER hereby appoints Beau Robinson, or such other individual(s) as may be designated in writing by OWNER from time to time, as OWNER's sole and exclusive representatives hereunder, and each such individual shall have authority to act for OWNER with regard to any approvals or decisions required of OWNER pursuant to the Contract Documents. 6040_Contempo Marin_Linscott Engineering Contractors_c 2-14 6 DocuSign Envelope ID: 5EBFE913-9FF5-412A-9DB0-3340C211354E IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written. CONTRACTOR: LINSCOTT ENGINEERING CONTRACTORS, a California corporation By: FDocuSigned by: W f. �iIn,SCb{f �22245F16426346B... Kathryn R. Linscott Corp Secy OWNER: MHC FINANCING LIMITED PARTNERSHIP, an Illinois limited partnership By: MHC ENCORE MASTER PARTNERSHIP GP, L.L.C., a Delaware limited liability company Its: General Partner DocuSigned by. By: a, F1 CEFE06ACE4Perlis vice President 6040_Contempo Marin_Linscott Engineering Contractors c 2-14 DocuSign Envelope ID: 5EBFE913-9FF5-412A-9DB0-3340C211354E EXHIBIT A Proposal [see attached] 6040_Contempo Marin_Linscott Engineering Contractors c 2-14 _ 8 DocuSign Envelope ID: 5EBFE913-9FF5-412A-9DB0-3340C211354E Linscott Enaineerina Contractors. Inc. 397 Smith Ranch Road 415-479-6657 San Rafael, CA 94903 415-492-1755 California License No. 477476 Fax: 415-492-0301 February 11, 2014 Peter Maxwell Contempo Marin Manufactured Home Community By email: contempomarin mcre.eauitvlifestvle.com RE: Lake Drainage Pump Station Slide Gate Seal Replacement Time and Materials Estimate We, as contractors, having examined the jobsite, propose the following scope of work on a time and materials basis. Our basic rates for labor and equipment are attached for your review. All materials and outside services will be charged at our cost plus 15%. Scope of Work Verify model and type of (submerged) Waterman slide gate. Pre -order replacement top, bottom and side seal kit components. Provide two (rented) 36" pneumatic block plugs with gauges and tag lines. Set up for confined space operations to enter pump station chambers. o Lock out and tag out pumps o Pre -plan for period of slack or minimal current through station wet well Provide SCUBA diver to clean and clear short sections of pump station inlet and outlet pipes of marine growth to facilitate insertion of plugs. Install 36" block plugs in inlet and outlet pipes to secure chamber for dewatering Set up 2" gas pump(s) to dewater station wet well and discharge chamber. Slide gate will then be exposed. DocuSign Envelope ID: 5EBFE913-9FF5-412A-9DB0-3340C211354E Unscott Enaineerina Contractors, 397 Smith Ranch Road San Rafael, CA 94903 California License No. 477476 Peter Maxwell Contempo Marin Manufactured Home Community RE: Lake Drainage Pump Station Slide Gate Seal Replacement Time and Materials Estimate February 11, 2014 Inc. 415-479-6657 415-492-1755 Fax: 415-492-0301 Inspect gate and install replacement components as required. Note: a definitive scope of work and precise labor, equipment and materials cost will not be possible until the chamber is relatively dry, the gate is actually exposed and inspected. We have assumed, for estimation purposes, that since the 18 year old gate is constructed almost entirely of 316 stainless steel, then possibly only the installation of a new seal kit will be required. We have allocated two full crew days to perform this installation, with no lag time to order or procure additional special order parts. Labor and equipment per day $3,800.00 x 2 days $ 7,600.00 Plug rental (week) 1,070.00 Waterman Parts (estimate only 1,000.00 Total Estimate $ 9,670.00 The work will be done under the direction of the owner. If the scope of work varies from the above description, the price will be negotiated. This price does not include allowances for: Fees, permits, bonds or required deposits. The contractor has not verified this scope of work with any public agency. The contractor will provide Workmen's Compensation, Public Liability, and Property Damage Insurance. Increased limits and special wording on certificates of insurance will be charged at our cost plus fifteen percent. 2 DocuSign Envelope ID: 5EBFE913-9FF5-412A-9DB0-3340C211354E Unscott Enaineerina Contractors. Inc. 397 Smith Ranch Road 415-479-6657 San Rafael, CA 94903 415-492-1755 California License No. 477476 Fax: 415-492-0301 Peter Maxwell Contempo Marin Manufactured Home Community RE: Lake Drainage Pump Station Slide Gate Seal Replacement Time and Materials Estimate February 11, 2014 The contractor will make a detailed accounting of the work performed. Payment will be due in 10 days. No retention will be withheld. If a suit is commenced to collect all or a portion of this obligation, the contractor will be entitled to attorney's fees, as the court may deem reasonable. An administrative charge of 1 Y2% per month will be due on all unpaid balances thirty days after the statement date. ce M. in t inscott En eer g Contracto , Inc. www.linscottinc.com 3 EXHIBIT G DocuSign Envelope ID: 642F2387-2FB7-4D73-A4F1-863F13B7B323 CONTEMPO MARIN AGREEMENT THIS AGREEMENT (this "Agreement") is made and entered into as of May 13, 2014, by and between MICHAEL LEROY CARON DBA CARON CLIMATE CONTROL, a California sole proprietor, with an address of 14 Woodland Avenue, San Rafael, California 94901, hereinafter called "CONTRACTOR" and MHC FINANCING LIMITED PARTNERSHIP, an Illinois partnership, with an address of c/o Equity LifeStyle Properties, Inc., Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606, hereinafter called "OWNER". WITNESSETH: For and in consideration of the mutual terms, covenants and conditions of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, OWNER and CONTRACTOR hereby agree as follows: 1. SCOPE OF WORK. CONTRACTOR shall furnish all labor, equipment, accessories and material necessary to perform the work described herein below and in the Proposal ("Proposal") attached hereto as Exhibit A and made a part hereof (collectively the "Work") on portions of the property commonly known as Contempo Marin, located at 400 Yosemite Road, San Rafael, California 94903 (the "Property"), in accordance with the Contract Documents (as such term is hereinafter defined). 2. PAYMENT. After completion of the Work in accordance with the Contract Documents to the satisfaction of OWNER, CONTRACTOR shall deliver to OWNER an invoice in a sum not to exceed $14,400.00. OWNER shall pay the amount of such invoice to CONTRACTOR within thirty (30) days after OWNER's receipt of the invoice. At the time of such payment, CONTRACTOR shall deliver to OWNER final lien waivers from CONTRACTOR and all subcontractors, suppliers and material men for all of the Work. Except as otherwise specifically provided herein, in no event shall the aggregate amount of OWNER's payment obligations hereunder exceed $14,400.00 (tax included). Any alterations or deviations from the Contract Documents involving extra costs shall be made by CONTRACTOR only upon prior written order of OWNER (a "Change Order"). 3. TIME FOR COMPLETION. The Work shall be commenced on or before May 19, 2014 and completed on or before June 25, 2014. If the performance of the Work shall be delayed because of strike, war, governmental regulations, severe weather conditions or any other reason beyond the control of CONTRACTOR, such delay shall not constitute a breach of this Agreement, and the time for completion of such performance shall be extended for such additional time as the same was delayed for such cause; provided, however, in no event shall the time for performance be extended for more than thirty (30) days in total. OWNER and CONTRACTOR agree that time is of the essence of this Agreement. 4. CONTRACTOR'S DUTIES. a. CONTRACTOR and its principals, employees, agents, subcontractors, suppliers and material men (collectively, the "CONTRACTOR Related Parties") shall comply with all applicable laws, codes, ordinances, rules and regulations in the performance of 6040_Contempo Marin Michael Leroy Caron dba Caron Climate Control_c 5-14 1 DocuSign Envelope ID: 642F2387-2FB7-4D73-A4F1-863F13B7B323 CONTRACTOR's obligations hereunder. Violations of the same shall constitute a breach of this Agreement. b. CONTRACTOR represents and warrants that CONTRACTOR is in full compliance with all State and Federal statutes and regulations relating to the hire of individual employees specifically including, but not limited to, the Department of Homeland Security's requirements for 1-9 verification, the Immigration Reform and Control Act of 1986, as amended and included in the Immigration and Nationality Act, as well as verification of social security numbers with the Social Security Administration, prior to placement of such employee on the Property. Additionally, CONTRACTOR agrees to notify OWNER within twenty-four (24) hours in the event that CONTRACTOR receives notice of a DHS 1-9 inspection while CONTRACTOR's employees are working on the Property. Violations of the same shall constitute a breach of this Agreement. C. The Work shall be completed by CONTRACTOR and the CONTRACTOR Related Parties in a good, workmanlike and timely manner in accordance with sound and generally accepted engineering and construction practices and procedures. The Work shall be conducted by CONTRACTOR and the CONTRACTOR Related Parties only during such hours as may be reasonably designated by OWNER, and in accordance with such reasonable guidelines as OWNER may set forth regarding use of streets, storage of materials, parking of vehicles and the like, so as to cause minimal interference with the rights and convenience of OWNER and tenants of the Property. d. Following completion of the Work, CONTRACTOR shall restore the surrounding portion of the Property affected by the Work to substantially its condition prior to commencement of the Work. 5. LIENS AND CLAIMS. CONTRACTOR shall (i) promptly and properly pay for all labor employed, materials purchased and equipment hired by the CONTRACTOR Related Parties in connection with the Work; (ii) keep the Property free from any laborer's, material men's or mechanic's liens and claims or notices in respect thereto arising by reason of the Work; (iii) hold all payments received hereunder as trust funds to be first applied to the payment of any such liens or claims; and (iv) discharge any such liens or claims within thirty (30) days after any such lien, claim or notice is filed. If OWNER receives notice of a claim for lien, OWNER may withhold from the amounts otherwise due and owing to CONTRACTOR hereunder an amount sufficient to pay in full such claim until the claim is resolved. If CONTRACTOR does not pay or satisfy any claim for lien to OWNER's satisfaction and provide written documentation thereof to OWNER within thirty (30) days after the same is filed, then OWNER may (but shall not obligated to) do so and may deduct from the amounts otherwise due and owing to CONTRACTOR hereunder all costs incurred in doing so. 6. WARRANTY. CONTRACTOR hereby warrants and guarantees the Work and the materials to be supplied by CONTRACTOR under the Contract Documents for one (1) year after the date of completion of the Work against any defect in materials or in workmanship. In addition, all manufacturers' warranties shall be honored. 7. INDEMNIFICATION. CONTRACTOR shall indemnify and hold harmless OWNER, its affiliates and subsidiaries, and their respective officers, directors, shareholders, partners, agents, employees, successors and assigns (collectively, the "OWNER Related Parties") from and against any and all liabilities, losses, actions, damages, judgments, costs and expenses of whatever nature, including without limitation reasonable attorneys' fees and legal expenses 6040_Contempo Marin_Michael Leroy Caron dba Caron Climate Control _c 5-14 2 DocuSign Envelope ID: 642F2387-2FB7-4D73-A4F1-863F13B7B323 incurred in connection therewith, asserted against or incurred by any one or more of them by reason of or arising out of any injury to or death of any person(s), damage to property, or otherwise in connection with the performance or nonperformance (as the case may be) of this Agreement, or any act, omission or negligence by the CONTRACTOR Related Parties, or the breach of any representation or warranty contained herein. The provisions of this Section 7 shall survive the termination of this Agreement. 8. INSURANCE. CONTRACTOR shall secure and maintain in effect at all times, at CONTRACTOR's expense, insurance of the following kinds and with the following limits, and CONTRACTOR shall provide OWNER upon execution of this Agreement (and thereafter from time to time upon request by OWNER) with certificates evidencing such insurance: a. Workers' Compensation coverage, as required by applicable law, and Employer's Liability coverage covering CONTRACTOR's Personnel. b. Commercial General Liability (Occurrence Form), including Completed Operations and Personal Injury: $1,000,000 Per Occurrence $1,000,000 General Aggregate "Per Jobsite" $1,000,000 Products -Completed Operations Aggregate $1,000,000 Personal Injury Limit C. Business Automobile Liability: Limits: $1,000,000 per accident, including Bodily Injury and Property Damage Liability d. CONTRACTOR shall name the following parties as additional insureds on the Commercial General Liability policy: Equity LifeStyle Properties, Inc.; Realty Systems, Inc.; Community Systems, Inc.; their respective subsidiaries, affiliates, principals, beneficiaries, partners, nominees, agents, associated entities and trusts; and the respective officers and directors of each. All insurance coverages shall require the insurer to give OWNER at least thirty (30) days prior written notice of modification or cancellation. e. Subcontractors' Insurance: CONTRACTOR shall ensure that all subcontractors performing any portion of the Work carry insurance of the types and with the limits set forth above. 9. CONTRACT DOCUMENTS. This Agreement consists of the following documents (collectively, the "Contract Documents"): (i) this Agreement; (ii) the Proposal; (iii) any Change Orders issued by OWNER during the term of this Agreement; and (iv) all other documents referred to in this Agreement and all modifications thereof. In the event of any conflict between the Proposal and this Agreement, this Agreement shall govern. The Contract Documents constitute the sole and entire agreement of the parties with respect to the subject matter hereof and supersede all prior negotiations, representations or agreements, whether written or oral. 6040_Contempo Marin_Michael Leroy Caron dba Caron Climate Control _c 5-14 3 DocuSign Envelope ID: 642F2387-2FB7-4D73-A4F1-863F13B7B323 10. SUBCONTRACTORS. CONTRACTOR may employ subcontractors for the execution of any part of the Work, with the prior written consent of OWNER. CONTRACTOR shall provide OWNER with a list containing the names and addresses of all subcontractors, suppliers and material men who perform, or who provide any supplies or materials for, any part of the Work. CONTRACTOR shall be responsible for the acts, omissions and negligence of its subcontractors and their principals, agents and employees to the same extent that CONTRACTOR is responsible for the acts, omissions and negligence of persons directly employed by it. 11. GENERAL PROVISIONS. a. This Agreement and all of the terms and provisions hereof shall be interpreted and construed according to the laws of the State of California. Should any provision of this Agreement be held or declared to be illegal or unenforceable for any reason, by any Court having competent jurisdiction, all other provisions of this Agreement shall nevertheless remain in full force and effect. b. This Agreement shall not be binding until executed by both of the parties hereto. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. C. CONTRACTOR may not assign this Agreement or any of its rights or interests hereunder nor, without the prior written consent of OWNER, delegate any of its obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. d. Any notice provided by this Agreement to be served in writing upon either of the parties shall be deemed sufficient if delivered to an authorized representative of such party, or if mailed by registered or certified mail, return receipt requested, to OWNER at the following address: MHC FINANCING LIMITED PARTNERSHIP c/o Equity Lifestyle Properties, Inc. Two North Riverside Plaza, Suite 800 Chicago, Illinois 60606 Attention: President Telephone: (312) 279-1400 Telecopy: (312) 279-1715 with a copy to: Equity Lifestyle Properties, Inc. Two North Riverside Plaza, Suite 800 Chicago, Illinois 60606 Attention: Legal Department Telephone: (312) 279-1400 Telecopy: (312) 279-1715 and to CONTRACTOR at the following address: 6040_Contempo Marin Michael Leroy Caron dba Caron Climate Control_c 5-14 4 DocuSign Envelope ID: 642F2387-2FB7-4D73-A4F1-863F13B7B323 MICHAEL LEROY CARON DBA CARON CLIMATE CONTROL 14 Woodland Avenue, San Rafael, California 94901 Attention: Michael Leroy Caron Telephone: (415) 453-9323 e. If either party files an action to enforce any provision of this Agreement, or with respect to a breach of any covenant hereof, the prevailing party shall be entitled to recover from the other party its reasonable attorneys' fees and other legal expenses. f. OWNER and CONTRACTOR shall not be construed as agents, joint venturers or partners of one another, and neither shall the power to bind or obligate the other party in any manner or under any circumstances whatsoever. 12. REPRESENTATIONS AND WARRANTIES. CONTRACTOR hereby represents and warrants to OWNER as follows: (i) this Agreement has been duly authorized, executed and delivered by CONTRACTOR and constitutes the legal, valid and binding obligation of CONTRACTOR enforceable against it in accordance with its terms; (ii) CONTRACTOR is duly organized sole proprietor and validly existing under the laws of the State of California ; and (iii) CONTRACTOR has obtained the insurance coverage required pursuant to Section 8 above, and the same is in full force and effect. 13. WAIVER OF CLAIMS. CONTRACTOR, for itself and the CONTRACTOR Related Parties, hereby waives any and all claims against the OWNER Related Parties and the Property for liabilities, losses, actions, damages, judgments, costs or expenses of whatever nature, including without limitation attorneys' fees and legal expenses incurred in connection therewith, incurred by reason of or arising out of any injury to or death of any person(s), damage to property, or otherwise in connection with (i) the condition of the Property or any facilities thereon, (ii) any event or occurrence on or about the Property, or (iii) the acts, omissions or negligence of any person, except with respect to the gross negligence or willful misconduct of the OWNER Related Parties. All personal property belonging to the CONTRACTOR Related Parties shall be brought onto the Property at the risk of the CONTRACTOR Related Parties, and the OWNER Related Parties shall not be liable for damage or destruction to or theft of any such personal property, except with respect to the gross negligence or willful misconduct of the OWNER Related Parties. 14. PROTECTION OF PERSONS AND PROPERTY. a. The CONTRACTOR Related Parties shall take all necessary precautions for the safety of, and shall provide all necessary protection to prevent damage, injury or loss to: (i) all employees performing the Work and all other persons who may be affected thereby; (ii) all of the Work and all materials and equipment to be incorporated therein; and/or (iii) other property at the Property or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities. b. CONTRACTOR shall give all required notices and comply with all applicable laws, codes, ordinances, rules and regulations concerning the safety of persons or property. CONTRACTOR shall erect and maintain, as required by existing conditions and progress of the Work, all reasonable safeguards for safety and protection, including posting danger signs, barricades and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. 6040_Contempo Marin_Michael Leroy Caron dba Caron Climate Control _c 5-14 5 DocuSign Envelope ID: 642F2387-2FB7-4D73-A4F1-863F13B7B323 15. ADDITIONAL RIGHTS OF OWNER. a. If CONTRACTOR fails to correct any portion of the Work which does not comply with the Contract Documents, or if CONTRACTOR persistently fails to carry out the Work in accordance with the Contract Documents, OWNER may order CONTRACTOR to stop the Work, or any portion thereof, until the cause for such order has been eliminated. Any such order (a "Stop Order") shall be in writing, and any increase in the cost of the Work resulting from the failure of CONTRACTOR to properly correct the Work or to carry out the Work shall be borne solely by CONTRACTOR without increase in the amounts otherwise due and owing to CONTRACTOR hereunder. The right of OWNER to stop the Work shall not give rise to any duty on the part of OWNER to exercise this right for the benefit of CONTRACTOR or any other person or entity, and such right shall be in addition to and not in restriction of any other of OWNER's rights or remedies hereunder or under applicable law. b. If a cessation of the Work is warranted by reason of unforeseen conditions which may adversely affect the quality of the Work if such Work were continued, OWNER may suspend or stop the Work by issuing a Stop Order. In such event, the schedule for completion of the Work shall be adjusted accordingly, and the amounts payable to CONTRACTOR hereunder shall be adjusted to the extent, if any, that additional costs are incurred by reason of such Stop Order. If CONTRACTOR, in its reasonable judgment, determines that issuance of a Stop Order is warranted by reason of unforeseen circumstances which may adversely affect the quality of the Work if the Work were continued, CONTRACTOR shall immediately notify OWNER in writing of such determination and describe with particularity the reason(s) therefore. C. If CONTRACTOR defaults under or neglects to carry out the Work in accordance with the Contract Documents or fails to perform any provision of the Contract Documents to be performed by CONTRACTOR, OWNER may, but shall not be obligated to, after ten (10) days' written notice to CONTRACTOR and without prejudice to any other right or remedy OWNER may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from the payments due CONTRACTOR and reducing the amounts payable to CONTRACTOR hereunder by the cost of correcting such deficiencies, including the cost of all additional services and materials made necessary by such default, neglect or failure. 16. OWNER'S REPRESENTATIVES. OWNER hereby appoints Beau Robinson, or such other individual(s) as may be designated in writing by OWNER from time to time, as OWNER's sole and exclusive representatives hereunder, and each such individual shall have authority to act for OWNER with regard to any approvals or decisions required of OWNER pursuant to the Contract Documents. 6040_Contempo Marin Michael Leroy Caron dba Caron Climate Control_c 5-14 6 DocuSign Envelope ID: 642F2387-2FB7-4D73-A4F1-863F13B7B323 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written. CONTRACTOR: MICHAEL LEROY CARON DBA CARON CLIMATE CONTROL, a California sole proprietor F4'a ocuSigned by: By: b C,.'6" '---F6F7A5125C7146A... Michael I_ Caron owner OWNER: MHC FINANCING LIMITED PARTNERSHIP, an Illinois limited partnership By: MHC ENCORE MASTER PARTNERSHIP GP, L.L.C., a Delaware limited liability company Its: General Partner �Doc�gned by: By: "—FICEFE0b1AAff4V.rl l s Regional vice President 6040_Contempo Marin_Michael Leroy Caron dba Caron Climate Control _c 5-14 7 DocuSign Envelope ID: 642F2387-2FB7-4D73-A4F1-863F13B7B323 EXHIBIT A Proposal [see attached] 6040_Contempo Marin Michael Leroy Caron dba Caron Climate Control_c 5-14 DocuSign Envelope ID: 642F2387-2FB7-4D73-A4F1-863F13B7B323 CARON CLIMATE CONTROL `- A .... 14 WOODLAND AVE. SAVE RAFAEL, CA 54801 (415) 453-9323 April 25, 2014 Contempo Marin 400 Yosemite Road San Rafael, CA. 94903 Location: 400 Yosemite Road., San Rafael, Ca. 94903 Reference: HVAC unit #1 (weight room) & HVAC unit #2 (office) replacement. Peter Maxwell, For your consideration, Caron Climate Control is pleased to present the following proposal for work to be performed at the above referenced location. SCOPE OF WORK: 1) Remove and discard existing packaged rooftop HVAC units. 2) Provide and install new packaged rooftop HVAC units. Bryant model #574ENW048060 (48 KBTU cooling and 60 KBTU heating) for HVAC unit #1. Bryant model #574EPW060090 (60 KBTU cooling and 90 KBTU heating) for HVAC unit #2. New units are same capacity as existing. 3) Fabricate, install and seal new supply and return air duct transitions at HVAC units. 4) Replace electrical supply power wiring and conduit as needed. 5) Reconnect existing natural gas supply, condensate drain and control wiring. 6) Installation includes two year parts and labor warranty. EXCLUSIONS: Building permits/Title 24 analysis and documentation/Structural engineering. COST OF WORK: Total cost to perform this work, including material, tax, labor, and over time labor, is $5,900.00 (A/C #1/weight room) and $7,500.00 [A/C #2/office]. PAYMENT SCHEDULE: Terms Net 30 Days. This proposal is valid for 45 days and subject to approval thereafter. This proposal is subject to a pre -site inspection. Please feel free to call with any questions. Sincerely, Michael Caron CARON CLIMATE CONTROL ACCEPTANCE: TITLE: DATE: EXHIBIT H DocuSign Envelope ID: 5978CC43-091 F -4539-9309-B1 EC20B90C19 CONTEMPO MARIN CHANGE ORDER THIS CHANGE ORDER is attached to and made a part of that certain Agreement dated as May 13, 2014 ("Agreement"), by and between MHC FINANCING LIMITED PARTNERSHIP ("OWNER") and MICHAEL LEROY CARON DBA CARON CLIMATE CONTROL, ("CONTRACTOR"). WITNESSETH The parties hereby agree that OWNER shall pay to CONTRACTOR the additional sum of $1,720.00 upon completion of the Work as described in the Proposal attached hereto as Exhibit A, in accordance with the Contract Documents and to the satisfaction of OWNER. At the time of such additional payment, CONTRACTOR shall deliver to OWNER final lien waivers from CONTRACTOR and all subcontractors, suppliers, and material men for all of the Work completed to the date of such payment. Except as otherwise specifically provided herein, in no event shall the aggregate amount of OWNER'S additional payment obligations hereunder exceed $1,720.00 (tax included). The Agreement remains in full force and effect, except as modified hereby. Accepted and agreed to August 8, 2014. CONTRACTOR: cuSigned by: By: F;��;,�l 1- " �--CFAD85777C3B4EE... Michael L Caron owner Contract ID: 584 OWNER: FocuSigned by:By:� \—FI6EFE0BAF4Merl l s Regional vice President DocuSign Envelope ID: 5978CC43-091 F -4539-9309-B1 EC20B90C19 */:Il:11r_1 Proposal [see attached] Contract ID: 584 DocuSign Envelope ID: 5978CC43-091F-4539-9309-B1EC20B90C19 CARON14 WOODLAND AVE SAN RAFAEL, CA 94901 CLIMATE Uc. #63786° Ph: (415) 453-9323 Fax: (415) 453-5610 ,CO NTR O L www.caronclimatecontral.com LIC. 95378SO BILL TO Equity Lifestyle Properties Inc. Contempo Merin 400 Yosemite Road San Rafael, CA 94903 DESCRIPTION DATE WORK PERFORMED: 6/12/14 Fees for the Title 24 building analysis, documentation and building permit. Fees: Thank you for your business. INVOICE DATE INVOICE NO. 06/30/14 11 13603 JOB LOCATION AC #1/AC #2 Replacement 400 Yosemite TERMS Net 30 GL1ANITY RATE DUE DATE 07/30/14 AMOUNT 1,720.00 1,720.00 TOTAL $1,720.00 PAYMENTS/ CREDITS $0.00 BALANCE DUE $1,720.00 EXHIBIT DocuSign Envelope ID: C4F30038-160B-4600-85F6-518159FF33D4 CONTEMPO MARIN AGREEMENT THIS AGREEMENT (this "Agreement") is made and entered into as of February 3, 2015, by and between AMERICAN ASPHALT REPAIR & RESURFACING CO., INC., a California corporation, with an address of 24200 Clawiter Road, Hayward, California 94545, hereinafter called "CONTRACTOR" and MHC FINANCING LIMITED PARTNERSHIP, an Illinois limited partnership, with an address of c/o Equity LifeStyle Properties, Inc., Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606, hereinafter called "OWNER". WITNESSETH: For and in consideration of the mutual terms, covenants and conditions of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, OWNER and CONTRACTOR hereby agree as follows: 1. SCOPE OF WORK. CONTRACTOR shall furnish all labor, equipment, accessories and material necessary to perform the work described herein below and in the Proposal ("Proposal") attached hereto as Exhibit A and made a part hereof (collectively the "Work") on portions of the property commonly known as Contempo Marin, located at 400 Yosemite Road, San Rafael, California 94903 (the "Property"), in accordance with the Contract Documents (as such term is hereinafter defined). 2. PAYMENT. After completion of the Work, in accordance with the Contract Documents, to the satisfaction of OWNER, CONTRACTOR shall deliver to OWNER an invoice in a sum not to exceed $16,000.00. OWNER shall pay the amount of such invoice to CONTRACTOR within thirty (30) days after OWNER's receipt of the invoice. At the time of such payment, CONTRACTOR shall deliver to OWNER final lien waivers from CONTRACTOR and all subcontractors, suppliers and material men for all of the Work. Except as otherwise specifically provided herein, in no event shall the aggregate amount of OWNER's payment obligations hereunder exceed $16,000.00 (tax included). Any alterations or deviations from the Contract Documents involving extra costs shall be made by CONTRACTOR only upon prior written order of OWNER (a "Change Order"). 3. TIME FOR COMPLETION. The Work shall be commenced on or before January 29, 2015 and completed on or before January 29, 2015. If the performance of the Work shall be delayed because of strike, war, governmental regulations, severe weather conditions or any other reason beyond the control of CONTRACTOR, such delay shall not constitute a breach of this Agreement, and the time for completion of such performance shall be extended for such additional time as the same was delayed for such cause; provided, however, in no event shall the time for performance be extended for more than thirty (30) days in total. OWNER and CONTRACTOR agree that time is of the essence of this Agreement. 4. CONTRACTOR'S DUTIES. a. CONTRACTOR and its principals, employees, agents, subcontractors, suppliers and material men (collectively, the "CONTRACTOR Related Parties") shall comply with all applicable laws, codes, ordinances, rules and regulations in the performance of Contract ID: 2255 DocuSign Envelope ID: C4F30038-1606-4600-85F6-518159FF33D4 CONTRACTOR's obligations hereunder. Violations of the same shall constitute a breach of this Agreement. b. CONTRACTOR represents and warrants that CONTRACTOR is in full compliance with all State and Federal statutes and regulations relating to the hire of individual employees specifically including, but not limited to, the Department of Homeland Security's requirements for 1-9 verification, the Immigration Reform and Control Act of 1986, as amended and included in the Immigration and Nationality Act, as well as verification of social security numbers with the Social Security Administration, prior to placement of such employee on the Property. Additionally, CONTRACTOR agrees to notify OWNER within twenty-four (24) hours in the event that CONTRACTOR receives notice of a DHS 1-9 inspection while CONTRACTOR's employees are working on the Property. Violations of the same shall constitute a breach of this Agreement. C. The Work shall be completed by CONTRACTOR and the CONTRACTOR Related Parties in a good, workmanlike and timely manner in accordance with sound and generally accepted engineering and construction practices and procedures. The Work shall be conducted by CONTRACTOR and the CONTRACTOR Related Parties only during such hours as may be reasonably designated by OWNER, and in accordance with such reasonable guidelines as OWNER may set forth regarding use of streets, storage of materials, parking of vehicles and the like, so as to cause minimal interference with the rights and convenience of OWNER and tenants of the Property. d. Following completion of the Work, CONTRACTOR shall restore the surrounding portion of the Property affected by the Work to substantially its condition prior to commencement of the Work. 5. LIENS AND CLAIMS. CONTRACTOR shall (i) promptly and properly pay for all labor employed, materials purchased and equipment hired by the CONTRACTOR Related Parties in connection with the Work; (ii) keep the Property free from any laborer's, material men's or mechanic's liens and claims or notices in respect thereto arising by reason of the Work; (iii) hold all payments received hereunder as trust funds to be first applied to the payment of any such liens or claims; and (iv) discharge any such liens or claims within thirty (30) days after any such lien, claim or notice is filed. If OWNER receives notice of a claim for lien, OWNER may withhold from the amounts otherwise due and owing to CONTRACTOR hereunder an amount sufficient to pay in full such claim until the claim is resolved. If CONTRACTOR does not pay or satisfy any claim for lien to OWNER's satisfaction and provide written documentation thereof to OWNER within thirty (30) days after the same is filed, then OWNER may (but shall not obligated to) do so and may deduct from the amounts otherwise due and owing to CONTRACTOR hereunder all costs incurred in doing so. 6. WARRANTY. CONTRACTOR hereby warrants and guarantees the Work and the materials to be supplied by CONTRACTOR under the Contract Documents for 3 year(s) after the date of completion of the Work against any defect in materials or in workmanship. In addition, all manufacturers' warranties shall be honored. 7. INDEMNIFICATION. CONTRACTOR shall indemnify and hold harmless OWNER, its affiliates and subsidiaries, and their respective officers, directors, shareholders, partners, agents, employees, successors and assigns (collectively, the "OWNER Related Parties") from and against any and all liabilities, losses, actions, damages, judgments, costs and expenses of whatever nature, including without limitation reasonable attorneys' fees and legal expenses Contract ID: 2255 2 DocuSign Envelope ID: C4F30038-1608-4600-85F6-518159FF33D4 incurred in connection therewith, asserted against or incurred by any one or more of them by reason of or arising out of any injury to or death of any person(s), damage to property, or otherwise in connection with the performance or nonperformance (as the case may be) of this Agreement, or any act, omission or negligence by the CONTRACTOR Related Parties, or the breach of any representation or warranty contained herein. The provisions of this Section 7 shall survive the termination of this Agreement. 8. INSURANCE. CONTRACTOR shall secure and maintain in effect at all times, at CONTRACTOR's expense, insurance of the following kinds and with the following limits, and CONTRACTOR shall provide OWNER upon execution of this Agreement (and thereafter from time to time upon request by OWNER) with certificates evidencing such insurance: a. Workers' Compensation coverage, as required by applicable law, and Employer's Liability coverage covering CONTRACTOR's Personnel. b. Commercial General Liability (Occurrence Form), including Completed Operations and Personal Injury: $1,000,000 Per Occurrence $1,000,000 General Aggregate "Per Jobsite" $1,000,000 Products -Completed Operations Aggregate $1,000,000 Personal Injury Limit C. Business Automobile Liability: Limits: $1,000,000 per accident, including Bodily Injury and Property Damage Liability d. CONTRACTOR shall name the following parties as additional insureds on the Commercial General Liability policy: Equity LifeStyle Properties, Inc.; Realty Systems, Inc.; Community Systems, Inc.; their respective subsidiaries, affiliates, principals, beneficiaries, partners, nominees, agents, associated entities and trusts; and the respective officers and directors of each. All insurance coverages shall require the insurer to give OWNER at least thirty (30) days prior written notice of modification or cancellation. e. Subcontractors' Insurance: CONTRACTOR shall ensure that all subcontractors performing any portion of the Work carry insurance of the types and with the limits set forth above. 9. CONTRACT DOCUMENTS. This Agreement consists of the following documents (collectively, the "Contract Documents"): (i) this Agreement; (ii) the Proposal; (iii) any Change Orders issued by OWNER during the term of this Agreement; and (iv) all other documents referred to in this Agreement and all modifications thereof. In the event of any conflict between the Proposal and this Agreement, this Agreement shall govern. The Contract Documents constitute the sole and entire agreement of the parties with respect to the subject matter hereof and supersede all prior negotiations, representations or agreements, whether written or oral. Contract ID: 2255 DocuSign Envelope ID: C4F30038-1608-4600-85F6-518159FF33D4 10. SUBCONTRACTORS. CONTRACTOR may employ subcontractors for the execution of any part of the Work, with the prior written consent of OWNER. CONTRACTOR shall provide OWNER with a list containing the names and addresses of all subcontractors, suppliers and material men who perform, or who provide any supplies or materials for, any part of the Work. CONTRACTOR shall be responsible for the acts, omissions and negligence of its subcontractors and their principals, agents and employees to the same extent that CONTRACTOR is responsible for the acts, omissions and negligence of persons directly employed by it. 11. GENERAL PROVISIONS. a. This Agreement and all of the terms and provisions hereof shall be interpreted and construed according to the laws of the State of California. Should any provision of this Agreement be held or declared to be illegal or unenforceable for any reason, by any Court having competent jurisdiction, all other provisions of this Agreement shall nevertheless remain in full force and effect. b. This Agreement shall not be binding until executed by both of the parties hereto. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. C. CONTRACTOR may not assign this Agreement or any of its rights or interests hereunder nor, without the prior written consent of OWNER, delegate any of its obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. d. Any notice provided by this Agreement to be served in writing upon either of the parties shall be deemed sufficient if delivered to an authorized representative of such party, or if mailed by registered or certified mail, return receipt requested, to OWNER at the following address: MHC FINANCING LIMITED PARTNERSHIP c/o Equity Lifestyle Properties, Inc. Two North Riverside Plaza, Suite 800 Chicago, Illinois 60606 Attention: President Telephone: (312) 279-1400 Telecopy: (312) 279-1715 with a copy to: Equity Lifestyle Properties, Inc. Two North Riverside Plaza, Suite 800 Chicago, Illinois 60606 Attention: Legal Department Telephone: (312) 279-1400 Telecopy: (312) 279-1715 and to CONTRACTOR at the following address: Contract ID: 2255 4 DocuSign Envelope ID: C4F30038-1606-4600-85F6-518159FF33D4 AMERICAN ASPHALT REPAIR & RESURFACING CO., INC. 24200 Clawiter Road, Hayward, California 94545 Attention: Stu Miller Telephone: (510) 723-0280 Telecopy: (510) 723-0288 e. If either party files an action to enforce any provision of this Agreement, or with respect to a breach of any covenant hereof, the prevailing party shall be entitled to recover from the other party its reasonable attorneys' fees and other legal expenses. f. OWNER and CONTRACTOR shall not be construed as agents, joint venturers or partners of one another, and neither shall the power to bind or obligate the other party in any manner or under any circumstances whatsoever. 12. REPRESENTATIONS AND WARRANTIES. CONTRACTOR hereby represents and warrants to OWNER as follows: (i) this Agreement has been duly authorized, executed and delivered by CONTRACTOR and constitutes the legal, valid and binding obligation of CONTRACTOR enforceable against it in accordance with its terms; (ii) CONTRACTOR is duly organized corporation and validly existing under the laws of the State of a California; and (iii) CONTRACTOR has obtained the insurance coverage required pursuant to Section 8 above, and the same is in full force and effect. 13. WAIVER OF CLAIMS. CONTRACTOR, for itself and the CONTRACTOR Related Parties, hereby waives any and all claims against the OWNER Related Parties and the Property for liabilities, losses, actions, damages, judgments, costs or expenses of whatever nature, including without limitation attorneys' fees and legal expenses incurred in connection therewith, incurred by reason of or arising out of any injury to or death of any person(s), damage to property, or otherwise in connection with (i) the condition of the Property or any facilities thereon, (ii) any event or occurrence on or about the Property, or (iii) the acts, omissions or negligence of any person, except with respect to the gross negligence or willful misconduct of the OWNER Related Parties. All personal property belonging to the CONTRACTOR Related Parties shall be brought onto the Property at the risk of the CONTRACTOR Related Parties, and the OWNER Related Parties shall not be liable for damage or destruction to or theft of any such personal property, except with respect to the gross negligence or willful misconduct of the OWNER Related Parties. 14. PROTECTION OF PERSONS AND PROPERTY. a. The CONTRACTOR Related Parties shall take all necessary precautions for the safety of, and shall provide all necessary protection to prevent damage, injury or loss to: (i) all employees performing the Work and all other persons who may be affected thereby; (ii) all of the Work and all materials and equipment to be incorporated therein; and/or (iii) other property at the Property or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities. b. CONTRACTOR shall give all required notices and comply with all applicable laws, codes, ordinances, rules and regulations concerning the safety of persons or property. CONTRACTOR shall erect and maintain, as required by existing conditions and progress of the Work, all reasonable safeguards for safety and protection, including posting danger signs, barricades and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. Contract ID: 2255 5 DocuSign Envelope ID: C4F30038-1608-4600-85F6-518159FF33D4 15. ADDITIONAL RIGHTS OF OWNER. a. If CONTRACTOR fails to correct any portion of the Work which does not comply with the Contract Documents, or if CONTRACTOR persistently fails to carry out the Work in accordance with the Contract Documents, OWNER may order CONTRACTOR to stop the Work, or any portion thereof, until the cause for such order has been eliminated. Any such order (a "Stop Order") shall be in writing, and any increase in the cost of the Work resulting from the failure of CONTRACTOR to properly correct the Work or to carry out the Work shall be borne solely by CONTRACTOR without increase in the amounts otherwise due and owing to CONTRACTOR hereunder. The right of OWNER to stop the Work shall not give rise to any duty on the part of OWNER to exercise this right for the benefit of CONTRACTOR or any other person or entity, and such right shall be in addition to and not in restriction of any other of OWNER's rights or remedies hereunder or under applicable law. b. If a cessation of the Work is warranted by reason of unforeseen conditions which may adversely affect the quality of the Work if such Work were continued, OWNER may suspend or stop the Work by issuing a Stop Order. In such event, the schedule for completion of the Work shall be adjusted accordingly, and the amounts payable to CONTRACTOR hereunder shall be adjusted to the extent, if any, that additional costs are incurred by reason of such Stop Order. If CONTRACTOR, in its reasonable judgment, determines that issuance of a Stop Order is warranted by reason of unforeseen circumstances which may adversely affect the quality of the Work if the Work were continued, CONTRACTOR shall immediately notify OWNER in writing of such determination and describe with particularity the reason(s) therefor. C. If CONTRACTOR defaults under or neglects to carry out the Work in accordance with the Contract Documents or fails to perform any provision of the Contract Documents to be performed by CONTRACTOR, OWNER may, but shall not be obligated to, after ten (10) days' written notice to CONTRACTOR and without prejudice to any other right or remedy OWNER may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from the payments due CONTRACTOR and reducing the amounts payable to CONTRACTOR hereunder by the cost of correcting such deficiencies, including the cost of all additional services and materials made necessary by such default, neglect or failure. 16. OWNER'S REPRESENTATIVES. OWNER hereby appoints Jennifer Barrett, or such other individual(s) as may be designated in writing by OWNER from time to time, as OWNER's sole and exclusive representatives hereunder, and each such individual shall have authority to act for OWNER with regard to any approvals or decisions required of OWNER pursuant to the Contract Documents. Contract ID: 2255 6 DocuSign Envelope ID: C4F30038-1608-4600-85F6-518159FF33D4 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written. CONTRACTOR: AMERICAN ASPHALT REPAIR & RESURFACING CO., INC., a California corporation DocuSigned by: By:Sfw)- 9 irm B4C24268239E4B0... OWNER: MHC FINANCING LIMITED PARTNERSHIP, an Illinois limited partnership By: MHC ENCORE MASTER PARTNERSHIP GP, L.L.C., a Delaware limited liability company Its: General Partner C:DocuSigned by: B (1" CE9EB66D95514C5... Contract ID: 2255 7 DocuSign Envelope ID: C4F30038-1608-4600-85F6-518159FF33D4 EXHIBIT A Proposal [see attached] Contract ID: 2255 DocuSign Envelope ID: C4F30038-160B-4600-85F6-518159FF33D4 NOTICE TO OWNER- (Section 7019 -Contractors License Law): under the Mechanic's Lien Law, any contractor, subcontractor, laborer, materialman or other person who helps to improve your property and is not paid for his labor, services or material, has a right to enforce his claim against your property. "Under the law you may protect yourself against such claims by filing, before such work or improvement, an original contract for the work or improvement or a modification thereof, in the office of the county recorder of the county where the property is situated and requiring that a contractor's payment bond be recorded in such office. Said bond shall be in amount not less than fifty percent (50%) of the contract price and shall, in addition to any conditions for the performance of the contract, be conditioned for the payment in full of the claims of all persons furnishing labor, services, equipment or materials for the work described in said contract. Contractors are required by law to be licensed and regulated by the Contractor's State License Board. Any questions concerning a contractor may be referred to the registrar, Contractor's State License Board, 3132 Bradshaw Rd., Sacramento, CA. Mailing address: P.O. Box 26000, Sacramento, CA 95826. Your attention is directed to sections 3097, 3098 and 3111, California Civil Code which requires us to notify you by way of a California Preliminary Notice "that if bills are not paid in full for labor, services, equipment or materials furnished, or to be furnished, the improved property (which is described hereon) may be subject to liens". This statement is applicable to private work only. This is not a reflection on the integrity of you or any contractor or subcontractor. 39. All material is guaranteed to be as specified. All work to be completed in a workmanlike manner according to standard practices. b. if set out in this contract, American Asphalt R&R Co., Inc. agrees to sealcoat the asphalt pavement, as outlined by this agreement, with the product specified herein. c. The product used will meet or exceed the specification attached hereto. These specifications, procedures, notices and guarantees are an integral pan of this contract. d. The intended use of sealcoating materials is to resurface existing asphalt pavements and is not intended to restore badly cracked or broken base pavement, not to permanently seal cracks subject to base movement. Cracks sealed or filled may open again. e. SPECIAL NOTE: Due to California soil conditions, American Asphalt R&R Co., Inc. is not liable for cracks which may occur in your pavement surface due to earth movement, soil expansion, soil contraction or tree roots. 4. Extra work. Should the owner, their design professional, or any public agency, direct or request additional work not shown on the present plans and specifications for the project, be done by American Asphalt R&R Co., Inc., the cost of additional work shall be added to the contract price and paid by the owner on completion of such additional work. The term "cost" as used in this paragraph, means the actual cost of labor, materials, or subcontracts required for such additional work increased by 10% for overhead and 5% for profits. All extra work shall be set forth in a written change order to the contract. If asphalt or concrete encountered is thicker than the total depth bid, cost for further excavation and replacement shall be negotiated on site by American Asphalt R&R Co., Inc.'s representative and the owner or owner's representative. If the subsurface is wet and sub -base will not stabilize after compaction, then any additional cost for further excavation and replacement to stabilize the subsurface shall be negotiated on site by American Asphalt R&R Co., Inc.'s representative the owner or owner's representative. 5. American Asphalt R&R Co. Inc., at its own cost and expense, shall procure and maintain during the continuance of this contract, a policy of worker's compensation or employer's liability insurance for protection of the employees, including executive, managerial and supervisorial employees, engaged in work on the project. At owner's own cost and expense, shall procure promptly atter execution of this contract, and maintain during the continuance this contract, a policy of fire insurance with course of construction, vandalism, and malicious mischief clauses attached, insuring the project and all materials delivered to the site of the project, for their full insurable value, with loss thereunder payable to owner and American Asphalt R&R Co., Inc., as their interest may appear. 7a. American Asphalt R&R Co., Inc. will not be responsible for damage to any underground utilities unless said utilities are specifically marked on a furnished blueprint. b. American Asphalt R&R Co., Inc. shall not be liable for any damage or expense due to breakage of electric, gas, water lines or any other objects not clearly marked or indicated at job site on job maps. This must be the Owner/Manager responsibility to advise contractors of said obstacles. Arbitration. Should any dispute arise concerning the project, any provision of this contract, or any provision of the subcontract, which is subject to this contract, the dispute shall be settled by arbitration. Each party within ten (10) days of being notified of the dispute shall appoint an arbitrator, and the arbitrator shall agree and appoint another arbitrator within ten days thereafter. The dispute shall be arbitrated within twenty (20) days after appointment of the arbitrators. All arbitrators so selected shall hold an active license as a general contractor or civil engineer in the State of California. The decision in writing of the arbitrator or arbitrators shall be final and conclusive as to parties to the dispute. Should any party fail or refuse to appear or participate in the arbitration proceedings, or fail to timely appoint an arbitrator, the arbitrator or arbitrators may deem proper. Judgement may be entered on the award in any court of competent jdrisdiction. This provision shall be binding on owner, contractor, and any subcontractor who shall sign this contract or shall sign a contract that shall incorporate this contract by reference. 9. Attorney's Fees. Should any litigation or arbitration be commenced between the parties to this agreement, concerning the project, any provision of this contract, or the rights and obligations of either in relation thereto, the party prevailing in the litigation shall be entitled, in addition to such relief as may be granted, to the reasonable sum as and for the party's attorney's fees in the litigation or arbitration. 10. If the owner shall fail to pay the payment due under this contract when due, a service charge will be charged on the unpaid balance at the rate of l-1/2% per month from the date of such delinquency. 11. This instrument constitutes the sole and only agreement of the parties to this contract relating to the project and correctly sets for the rights, duties and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations. not expressly set forth in this contract, are of no force and effect. 12. Should Petromat fabric be identified during the digout, any additional charges for disposal of this fabric shall be borne by the owner. DocuSign Envelope ID: C4F30038-160B-4600-85F6-518159FF33D4 (� �,M 6, � 24200 Clawiter Road Tel: 510-723-0280 P. O. Box 3387 Toll Free: 800-541-5559 Hayward, CA 94548� �� ,� � � � _r,� � � I i,, � � � Fax; 510-723-0292 License No. 439591 L 0 d Repair & Resurfacing Co., Inc. Proposal #: 1-50750 Date: 1/26/2015 Proposal & Contract Estimator: Stu Miller Client: Equity Lifestyle Properties Project: Contempo Marin Contempo Marin / Dee Velasquez 400 Yosemite Road 400 Yosemite Rd. San Rafael, CA San Rafael, CA 94903 contempomarin@equitylifestyle.coni (4I5)479-5816 Fax(415)479-6817 Sq. Ft. Scope of Work Unit Total Eleven Raised Areas of Sidewalk: 375 Remove I 1 locations of raised sidewalk, cut and remove exposed roots. L/S 8,990.00 Regrade and compact subgrade. Pour new concrete to a depth of 4" inches and finish to match existing. NOTE: Excludes Bonds, Pen -nits, Civil Engineering and Soils Testing. I Total Bid $8,990.00 PAYMENT TO BE MADEAS FOLLOWS. ( NET UPON COMPLETION) As a California Contractor, work is warranted against failure due to poor workmanship or faulty material, for a period of 1 year, However, we will offer a (THREE-YEAR WARRANTY_ ) provided payment is made per terms. Non-payment per terms voids the extended warranty. ACCEPTANCE OF PROPOSAL All the terms and conditions set forth on the reverse side of this Proposal and Contract are incorporated herein by reference and have been read and understood by the undersigned. The above prices, specifications and condi- tions are satisfactory and are hereby accepted. You are authorized to do the work as specified. Prices quoted are valid for 30 days. ( Authorized Customer Signature Date ) American Asphalt Signature Date EXHIBIT J DocuSign Envelope ID: DB1 F8227-1 E4D-4CAC-B2DD-1 E34BCA513B0 CONTEMPO MARIN AGREEMENT THIS AGREEMENT (this "Agreement") is made and entered into as of July 1, 2015, by and between THOMAS BROOKE DBA THOMAS BROOKE CONSTRUCTION, a California individual/sole proprietor, with an address of 1404 Central Avenue, Modesto, California 95351, hereinafter called "CONTRACTOR" and MHC FINANCING LIMITED PARTNERSHIP, an Illinois limited partnership, with an address of c/o Equity LifeStyle Properties, Inc., Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606, hereinafter called "OWNER". WITNESSETH: For and in consideration of the mutual terms, covenants and conditions of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, OWNER and CONTRACTOR hereby agree as follows: 1. SCOPE OF WORK. CONTRACTOR shall furnish all labor, equipment, accessories and material necessary to perform the work described herein below and in the Proposal ("Proposal") attached hereto as Exhibit A and made a part hereof (collectively the "Work") on portions of the property commonly known as Contempo Marin, located at 400 Yosemite Road, San Rafael, California 94903 (the "Property"), in accordance with the Contract Documents (as such term is hereinafter defined). 2. PAYMENT. The total consideration paid to CONTRACTOR for the performance of Work under this Agreement shall be $68,500.00, payable in accordance with the terms of this paragraph. One week after commencement of the Work at the Property, OWNER shall pay to CONTRACTOR the initial sum of $34,250.00, which sum shall be used for the purchase of materials to be used in connection with the Work. Upon completion of the remainder of the Work in accordance with the Contract Documents to the satisfaction of OWNER, OWNER shall pay to CONTRACTOR the final sum of $34,250.00 within thirty (30) days after OWNER's receipt of CONTRACTOR's invoice therefor. At the time of each such payment, CONTRACTOR shall deliver to OWNER final lien waivers from CONTRACTOR and all subcontractors, suppliers and materialmen for all of the Work completed to the date of such payment. Except as otherwise specifically provided herein, in no event shall the aggregate amount of OWNER's payment obligations hereunder exceed $68,500.00 (tax included). Any alterations or deviations from the Contract Documents involving extra costs shall be made by CONTRACTOR only upon prior written order of OWNER (a "Change Order"). 3. TIME FOR COMPLETION. The Work shall be commenced on or before July 7, 2015 and completed on or before July 25, 2015. If the performance of the Work shall be delayed because of strike, war, governmental regulations, severe weather conditions or any other reason beyond the control of CONTRACTOR, such delay shall not constitute a breach of this Agreement, and the time for completion of such performance shall be extended for such additional time as the same was delayed for such cause; provided, however, in no event shall the time for performance be extended for more than thirty (30) days in total. OWNER and CONTRACTOR agree that time is of the essence of this Agreement. Contract ID: 3358 DocuSign Envelope ID: DB1 F8227-1 E4D-4CAC-B2DD-1 E34BCA513B0 4. CONTRACTOR'S DUTIES. a. CONTRACTOR and its principals, employees, agents, subcontractors, suppliers and material men (collectively, the "CONTRACTOR Related Parties") shall comply with all applicable laws, codes, ordinances, rules and regulations in the performance of CONTRACTOR's obligations hereunder. Violations of the same shall constitute a breach of this Agreement. b. CONTRACTOR represents and warrants that CONTRACTOR is in full compliance with all State and Federal statutes and regulations relating to the hire of individual employees specifically including, but not limited to, the Department of Homeland Security's requirements for 1-9 verification, the Immigration Reform and Control Act of 1986, as amended and included in the Immigration and Nationality Act, as well as verification of social security numbers with the Social Security Administration, prior to placement of such employee on the Property. Additionally, CONTRACTOR agrees to notify OWNER within twenty-four (24) hours in the event that CONTRACTOR receives notice of a DHS 1-9 inspection while CONTRACTOR's employees are working on the Property. Violations of the same shall constitute a breach of this Agreement. C. The Work shall be completed by CONTRACTOR and the CONTRACTOR Related Parties in a good, workmanlike and timely manner in accordance with sound and generally accepted engineering and construction practices and procedures. The Work shall be conducted by CONTRACTOR and the CONTRACTOR Related Parties only during such hours as may be reasonably designated by OWNER, and in accordance with such reasonable guidelines as OWNER may set forth regarding use of streets, storage of materials, parking of vehicles and the like, so as to cause minimal interference with the rights and convenience of OWNER and tenants of the Property. d. Following completion of the Work, CONTRACTOR shall restore the surrounding portion of the Property affected by the Work to substantially its condition prior to commencement of the Work. 5. LIENS AND CLAIMS. CONTRACTOR shall (i) promptly and properly pay for all labor employed, materials purchased and equipment hired by the CONTRACTOR Related Parties in connection with the Work; (ii) keep the Property free from any laborer's, material men's or mechanic's liens and claims or notices in respect thereto arising by reason of the Work; (iii) hold all payments received hereunder as trust funds to be first applied to the payment of any such liens or claims; and (iv) discharge any such liens or claims within thirty (30) days after any such lien, claim or notice is filed. If OWNER receives notice of a claim for lien, OWNER may withhold from the amounts otherwise due and owing to CONTRACTOR hereunder an amount sufficient to pay in full such claim until the claim is resolved. If CONTRACTOR does not pay or satisfy any claim for lien to OWNER's satisfaction and provide written documentation thereof to OWNER within thirty (30) days after the same is filed, then OWNER may (but shall not obligated to) do so and may deduct from the amounts otherwise due and owing to CONTRACTOR hereunder all costs incurred in doing so. 6. WARRANTY. CONTRACTOR hereby warrants and guarantees the Work to be supplied by CONTRACTOR under the Contract Documents for 2 years after the date of completion of the Work against any defect. CONTRACTOR hereby warrants and guarantees the materials to be supplied by CONTRACTOR under the Contract Documents for 10 years after the date of Contract ID: 3358 2 DocuSign Envelope ID: DB1 F8227-1 E4D-4CAC-B2DD-1 E34BCA513B0 completion of the Work against any defect. In addition, all manufacturers' warranties shall be honored. 7. INDEMNIFICATION. CONTRACTOR shall indemnify and hold harmless OWNER, its affiliates and subsidiaries, and their respective officers, directors, shareholders, partners, agents, employees, successors and assigns (collectively, the "OWNER Related Parties") from and against any and all liabilities, losses, actions, damages, judgments, costs and expenses of whatever nature, including without limitation reasonable attorneys' fees and legal expenses incurred in connection therewith, asserted against or incurred by any one or more of them by reason of or arising out of any injury to or death of any person(s), damage to property, or otherwise in connection with the performance or nonperformance (as the case may be) of this Agreement, or any act, omission or negligence by the CONTRACTOR Related Parties, or the breach of any representation or warranty contained herein. The provisions of this Section 7 shall survive the termination of this Agreement. 8. INSURANCE. CONTRACTOR shall secure and maintain in effect at all times, at CONTRACTOR's expense, insurance of the following kinds and with the following limits, and CONTRACTOR shall provide OWNER upon execution of this Agreement (and thereafter from time to time upon request by OWNER) with certificates evidencing such insurance: a. Workers' Compensation coverage, as required by applicable law, and Employer's Liability coverage covering CONTRACTOR's Personnel. b. Commercial General Liability (Occurrence Form), including Completed Operations and Personal Injury: $1,000,000 Per Occurrence $1,000,000 General Aggregate "Per Jobsite" $1,000,000 Products -Completed Operations Aggregate $1,000,000 Personal Injury Limit C. Business Automobile Liability: Limits: $1,000,000 per accident, including Bodily Injury and Property Damage Liability d. CONTRACTOR shall name the following parties as additional insureds on the Commercial General Liability policy: Equity LifeStyle Properties, Inc.; Realty Systems, Inc.; Community Systems, Inc.; their respective subsidiaries, affiliates, principals, beneficiaries, partners, nominees, agents, associated entities and trusts; and the respective officers and directors of each. All insurance coverages shall require the insurer to give OWNER at least thirty (30) days prior written notice of modification or cancellation. e. Subcontractors' Insurance: CONTRACTOR shall ensure that all subcontractors performing any portion of the Work carry insurance of the types and with the limits set forth above. Contract ID: 3358 DocuSign Envelope ID: DB1 F8227-1 E4D-4CAC-B2DD-1 E34BCA513B0 9. CONTRACT DOCUMENTS. This Agreement consists of the following documents (collectively, the "Contract Documents"): (i) this Agreement; (ii) the Proposal; (iii) any Change Orders issued by OWNER during the term of this Agreement; and (iv) all other documents referred to in this Agreement and all modifications thereof. In the event of any conflict between the Proposal and this Agreement, this Agreement shall govern. The Contract Documents constitute the sole and entire agreement of the parties with respect to the subject matter hereof and supersede all prior negotiations, representations or agreements, whether written or oral. 10. SUBCONTRACTORS. CONTRACTOR may employ subcontractors for the execution of any part of the Work, with the prior written consent of OWNER. CONTRACTOR shall provide OWNER with a list containing the names and addresses of all subcontractors, suppliers and material men who perform, or who provide any supplies or materials for, any part of the Work. CONTRACTOR shall be responsible for the acts, omissions and negligence of its subcontractors and their principals, agents and employees to the same extent that CONTRACTOR is responsible for the acts, omissions and negligence of persons directly employed by it. 11. GENERAL PROVISIONS. a. This Agreement and all of the terms and provisions hereof shall be interpreted and construed according to the laws of the State of California. Should any provision of this Agreement be held or declared to be illegal or unenforceable for any reason, by any Court having competent jurisdiction, all other provisions of this Agreement shall nevertheless remain in full force and effect. b. This Agreement shall not be binding until executed by both of the parties hereto. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. C. CONTRACTOR may not assign this Agreement or any of its rights or interests hereunder nor, without the prior written consent of OWNER, delegate any of its obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. d. Any notice provided by this Agreement to be served in writing upon either of the parties shall be deemed sufficient if delivered to an authorized representative of such party, or if mailed by registered or certified mail, return receipt requested, to OWNER at the following address: MHC FINANCING LIMITED PARTNERSHIP c/o Equity Lifestyle Properties, Inc. Two North Riverside Plaza, Suite 800 Chicago, Illinois 60606 Attention: President Telephone: (312) 279-1400 Telecopy: (312) 279-1715 Contract ID: 3358 4 DocuSign Envelope ID: DB1 F8227-1 E4D-4CAC-B2DD-1 E34BCA513B0 with a copy to: Equity Lifestyle Properties, Inc. Two North Riverside Plaza, Suite 800 Chicago, Illinois 60606 Attention: Legal Department Telephone: (312) 279-1400 Telecopy: (312) 279-1715 and to CONTRACTOR at the following address: THOMAS BROOKE DBA THOMAS BROOKE CONSTRUCTION 1404 Central Avenue, Modesto, California 95351 Attention: Thomas Brooke Telephone: (209) 531-2050 Telecopy: (209) 537-2528 e. If either party files an action to enforce any provision of this Agreement, or with respect to a breach of any covenant hereof, the prevailing party shall be entitled to recover from the other party its reasonable attorneys' fees and other legal expenses. f. OWNER and CONTRACTOR shall not be construed as agents, joint venturers or partners of one another, and neither shall the power to bind or obligate the other party in any manner or under any circumstances whatsoever. 12. REPRESENTATIONS AND WARRANTIES. CONTRACTOR hereby represents and warrants to OWNER as follows: (i) this Agreement has been duly authorized, executed and delivered by CONTRACTOR and constitutes the legal, valid and binding obligation of CONTRACTOR enforceable against it in accordance with its terms; (ii) CONTRACTOR is duly organized individual/sole proprietor and validly existing under the laws of the State of a California; and (iii) CONTRACTOR has obtained the insurance coverage required pursuant to Section 8 above, and the same is in full force and effect. 13. WAIVER OF CLAIMS. CONTRACTOR, for itself and the CONTRACTOR Related Parties, hereby waives any and all claims against the OWNER Related Parties and the Property for liabilities, losses, actions, damages, judgments, costs or expenses of whatever nature, including without limitation attorneys' fees and legal expenses incurred in connection therewith, incurred by reason of or arising out of any injury to or death of any person(s), damage to property, or otherwise in connection with (i) the condition of the Property or any facilities thereon, (ii) any event or occurrence on or about the Property, or (iii) the acts, omissions or negligence of any person, except with respect to the gross negligence or willful misconduct of the OWNER Related Parties. All personal property belonging to the CONTRACTOR Related Parties shall be brought onto the Property at the risk of the CONTRACTOR Related Parties, and the OWNER Related Parties shall not be liable for damage or destruction to or theft of any such personal property, except with respect to the gross negligence or willful misconduct of the OWNER Related Parties. 14. PROTECTION OF PERSONS AND PROPERTY. a. The CONTRACTOR Related Parties shall take all necessary precautions for the safety of, and shall provide all necessary protection to prevent damage, injury or loss to: (i) all employees performing the Work and all other persons who may be affected thereby; (ii) all of the Contract ID: 3358 5 DocuSign Envelope ID: DB1 F8227-1 E4D-4CAC-B2DD-1 E34BCA513B0 Work and all materials and equipment to be incorporated therein; and/or (iii) other property at the Property or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities. b. CONTRACTOR shall give all required notices and comply with all applicable laws, codes, ordinances, rules and regulations concerning the safety of persons or property. CONTRACTOR shall erect and maintain, as required by existing conditions and progress of the Work, all reasonable safeguards for safety and protection, including posting danger signs, barricades and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. 15. ADDITIONAL RIGHTS OF OWNER. a. If CONTRACTOR fails to correct any portion of the Work which does not comply with the Contract Documents, or if CONTRACTOR persistently fails to carry out the Work in accordance with the Contract Documents, OWNER may order CONTRACTOR to stop the Work, or any portion thereof, until the cause for such order has been eliminated. Any such order (a "Stop Order") shall be in writing, and any increase in the cost of the Work resulting from the failure of CONTRACTOR to properly correct the Work or to carry out the Work shall be borne solely by CONTRACTOR without increase in the amounts otherwise due and owing to CONTRACTOR hereunder. The right of OWNER to stop the Work shall not give rise to any duty on the part of OWNER to exercise this right for the benefit of CONTRACTOR or any other person or entity, and such right shall be in addition to and not in restriction of any other of OWNER's rights or remedies hereunder or under applicable law. b. If a cessation of the Work is warranted by reason of unforeseen conditions which may adversely affect the quality of the Work if such Work were continued, OWNER may suspend or stop the Work by issuing a Stop Order. In such event, the schedule for completion of the Work shall be adjusted accordingly, and the amounts payable to CONTRACTOR hereunder shall be adjusted to the extent, if any, that additional costs are incurred by reason of such Stop Order. If CONTRACTOR, in its reasonable judgment, determines that issuance of a Stop Order is warranted by reason of unforeseen circumstances which may adversely affect the quality of the Work if the Work were continued, CONTRACTOR shall immediately notify OWNER in writing of such determination and describe with particularity the reason(s) therefor. C. If CONTRACTOR defaults under or neglects to carry out the Work in accordance with the Contract Documents or fails to perform any provision of the Contract Documents to be performed by CONTRACTOR, OWNER may, but shall not be obligated to, after ten (10) days' written notice to CONTRACTOR and without prejudice to any other right or remedy OWNER may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from the payments due CONTRACTOR and reducing the amounts payable to CONTRACTOR hereunder by the cost of correcting such deficiencies, including the cost of all additional services and materials made necessary by such default, neglect or failure. 16. OWNER'S REPRESENTATIVES. OWNER hereby appoints Ron Bunce, or such other individual(s) as may be designated in writing by OWNER from time to time, as OWNER's sole and exclusive representatives hereunder, and each such individual shall have authority to act for OWNER with regard to any approvals or decisions required of OWNER pursuant to the Contract Documents. Contract ID: 3358 6 DocuSign Envelope ID: DB1 F8227-1 E4D-4CAC-B2DD-1 E34BCA513B0 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written. CONTRACTOR: THOMAS BROOKE DBA THOMAS BROOKE CONSTRUCTION, a California individual/sole proprietor By: 5ocuSigned by: -r�WUS bV'6k, �-1125F02BADC749B... OWNER: MHC FINANCING LIMITED PARTNERSHIP, an Illinois limited partnership By: MHC ENCORE MASTER PARTNERSHIP GP, L.L.C., a Delaware limited liability company Its: General Partner By: FDocuSigned by: 4,--- �-3872106C30404CE... Contract ID: 3358 7 DocuSign Envelope ID: DB1 F8227-1 E4D-4CAC-B2DD-1 E34BCA513B0 EXHIBIT A Proposal [see attached] Contract ID: 3358 DocuSign Envelope ID: DB1 F8227-1 E4D-4CAC-B2DD-1 E34BCA513B0 Doc 12 14 0528p FTHOMASBROOKE og) r 3cfV--ev P.1 RESIDENTIAL ROOFING CONTRACT ROOFING - REMODELING I THOMAS BROOKE AOORNI>G - REMODRUNG ay /✓vii 20 `� Nbde� Central Avenue N." CA 95351-4813 C0r,r- a#"jr& A--.lrri,ty Phme (209) 531-2050 o.emntcoy o-een,zacad& ot-�.,t,w�v otnt.r. t Fax (2091537-0528 SRI �/ �Y— i7 CA. Coni. uc. tt W260 Ptti�nA00rwta(Irenititeal) �� 14 seeder PtejOgy'pt.o0o prow Ph"* jFeallowty yep Y05.6,4'.4 �,�, 14, /a74- .P �Iyr�� 3 Ii 11wc, the OwMCKX) of the premises dascribcd above nulhorixe Tbomas Brooke. haclnetln referred to a% "Comracior'to Wmistt W Owoar dl motesialx and labor tsat:wsary to roof and/or improve +Ile above preei ms in a good. workmanlike and spbstanllal manner accordinil to Ibc following terms, tpeclficallons tr and previsioar Gh / oAL ft; A )*A-7- hl�Additional Spedf catians _ -..)C. .I 1AA A e t S ....... Ali „�.r. �� _.e•�.. ��n ; fr �-rt/ 57ii�rti aw _ ,Y%r ins IUP�ct/ ihl /CoGF /{ 12jg-,v��,J7 t�;G_(%1�c1 c. Not Included: Gutters P per lin. foot. Downs t: {!� , _ each. painting of new wood not included. 1is19 inatditionCe OQ�er �tatre,fvvt. Sus Tunnd�lc lrS 'a}ns. Electric wSo1ar,Anic Fans Ga�J,$0 et _No+vanawiy on solar.RaaacIs or satellite tlishat. Extra layer tear aif act per rnaf ,stere. {100 $glse;e_�eet),,,, .. . . _ m» Ila of apecMenttohs mw be ooritim,ed on autisNuent peeps, (tree page rminbor bakiw). d. Payment 14rr this mintrace.ti + Ownur atltrum tol y (.rffllArnrltsubject to my addilinfw andfur thtthnction:t pttrxt+anl in authorized chiuc orders), the Total Contract l�rioo of g .f UO t //2.4.., &,& — Down rwymernt (If any) PAYMENT DUE WHEN AMO1Mr Payment to Iso In Instalbrreats as follows: Fz.-,E-T q -"s = �— q2.S0-o - f- 2_G der ^ 695-o o �- Z 12,&M-4- 400E s 0 t0 3 C: -C7 0 $ a. commentament and cornpletlan of worst Per Section 71W w orthe e;1rHu dtt=•.a.4 and rntrmita , Code. failure. without lawful excise. ofany contractor to,ubsOntially commence work within twenty (20) dAya olio unt xptm+ximato deem smi rittd below when the work will begin is o violation or the C;otroctors' Cleanse law. Subtitradial trmmvise►tcnmrtsl orwrrrk shall rmmn oilhor rho physical delivery ormaterialn onto tato prrmlitsat or maimrrunnsmtc orhstwr. Siert Date: _Appmxlmste Completion Date: 1-- f� f. Acceptance: TWr vzntrmct atniiroval And xcantrtnd. I (wet undnn:iand there+ aro no onil avjonmentr, or undemlatidiiM bolw(txt urC tmrlit .V urtlutt anstrni:L The vn illran is m:r tmtriaiunn, oinm tie Znny) xnd xpecifecations in this contntict is the. entire Tann. sar:ttt Irmwtuas llir pnrlim. Cl pokers ht chic wgnnnmmt.rlutll 1a dsmn by written cltHruin nrdnr only and with the expos approval of bath s urtin. Chrazgt`.+may irmur addilinrwl rhnruttx. Ax dexcn'bxnd in pmvision (1) on prom two, this contract is subject to approval by Contractor wlnu may ovict:1 aru-r rc:hmdiru; any tlnwn pxymmt. Adel anallProvlslonsOfThisCtt**clAnaOnTwRevesssl'SkIcAndWW6e0orffimmdOnSubsegwMINUM(empapritniboibolw4ReadNatirnTbOwneronpopl%im (2)bolorontgntn�aitoodnte Attasbts!>�r�asgwate"peertileloaanpaptteioR txovl21onaeInd itNOME fanoslagthteprv.loM11youogroomartiltratlon,tnleelonthe tine below the NOTICE whore btdirated. Also, Initlal In rho sarin pma-iE CH COPY of tete contreot rat MThlecoalmetrlmybowt ichaw, s1W90days*m Paid ".ftmtw" Il not approved and tt)gstedbyboo pwtlos Tn wit.rips; thrreof the owncr(s) have limunlO Bignad Lltoir namu(s) this day of 94� and acitnowlefts a into copy ofthis- cantriml. �i O Roofwith 7r1ae0. W Color. 41A,lG R ❑ install new OSB Plywood as required. D JX 13 Garage Included. _Denehed �ttachcd Tear off Taytn of tatislyng tnofutg tnaterials. ❑ l9 W^ 0 Radient 13arriet Add ffi Furnish & lnmll all required jacks, !lashings, O Nr Fainting Antenna. ORemove Odispose of X ❑ war. Orlp admetal and valleys. ASTM felt :lapse Shctx. A. O Dry rot repaint to eaves and mfters. i o Paint new Iltog. 0 (3 Clean out guttem OAeatove ❑Dirpoxe aE Eyebmw Vent S ❑ Furnish, and in mil Raised Prplfile Ridge. O Roing of 3 flat,selene with 13 O A Q Includes all'labor and trtatcrials. includes cleanup and haul away of all debris. M Modified AitumBitumentaatcriotl. Includes l0 year trtatrria! and (2) yrir labor warranty. V 13 Includes 5 year workmanship warranty.warranty. A& ❑ Includes all requited permits. hl�Additional Spedf catians _ -..)C. .I 1AA A e t S ....... Ali „�.r. �� _.e•�.. ��n ; fr �-rt/ 57ii�rti aw _ ,Y%r ins IUP�ct/ ihl /CoGF /{ 12jg-,v��,J7 t�;G_(%1�c1 c. Not Included: Gutters P per lin. foot. Downs t: {!� , _ each. painting of new wood not included. 1is19 inatditionCe OQ�er �tatre,fvvt. Sus Tunnd�lc lrS 'a}ns. Electric wSo1ar,Anic Fans Ga�J,$0 et _No+vanawiy on solar.RaaacIs or satellite tlishat. Extra layer tear aif act per rnaf ,stere. {100 $glse;e_�eet),,,, .. . . _ m» Ila of apecMenttohs mw be ooritim,ed on autisNuent peeps, (tree page rminbor bakiw). d. Payment 14rr this mintrace.ti + Ownur atltrum tol y (.rffllArnrltsubject to my addilinfw andfur thtthnction:t pttrxt+anl in authorized chiuc orders), the Total Contract l�rioo of g .f UO t //2.4.., &,& — Down rwymernt (If any) PAYMENT DUE WHEN AMO1Mr Payment to Iso In Instalbrreats as follows: Fz.-,E-T q -"s = �— q2.S0-o - f- 2_G der ^ 695-o o �- Z 12,&M-4- 400E s 0 t0 3 C: -C7 0 $ a. commentament and cornpletlan of worst Per Section 71W w orthe e;1rHu dtt=•.a.4 and rntrmita , Code. failure. without lawful excise. ofany contractor to,ubsOntially commence work within twenty (20) dAya olio unt xptm+ximato deem smi rittd below when the work will begin is o violation or the C;otroctors' Cleanse law. Subtitradial trmmvise►tcnmrtsl orwrrrk shall rmmn oilhor rho physical delivery ormaterialn onto tato prrmlitsat or maimrrunnsmtc orhstwr. Siert Date: _Appmxlmste Completion Date: 1-- f� f. Acceptance: TWr vzntrmct atniiroval And xcantrtnd. I (wet undnn:iand there+ aro no onil avjonmentr, or undemlatidiiM bolw(txt urC tmrlit .V urtlutt anstrni:L The vn illran is m:r tmtriaiunn, oinm tie Znny) xnd xpecifecations in this contntict is the. entire Tann. sar:ttt Irmwtuas llir pnrlim. Cl pokers ht chic wgnnnmmt.rlutll 1a dsmn by written cltHruin nrdnr only and with the expos approval of bath s urtin. Chrazgt`.+may irmur addilinrwl rhnruttx. Ax dexcn'bxnd in pmvision (1) on prom two, this contract is subject to approval by Contractor wlnu may ovict:1 aru-r rc:hmdiru; any tlnwn pxymmt. Adel anallProvlslonsOfThisCtt**clAnaOnTwRevesssl'SkIcAndWW6e0orffimmdOnSubsegwMINUM(empapritniboibolw4ReadNatirnTbOwneronpopl%im (2)bolorontgntn�aitoodnte Attasbts!>�r�asgwate"peertileloaanpaptteioR txovl21onaeInd itNOME fanoslagthteprv.loM11youogroomartiltratlon,tnleelonthe tine below the NOTICE whore btdirated. Also, Initlal In rho sarin pma-iE CH COPY of tete contreot rat MThlecoalmetrlmybowt ichaw, s1W90days*m Paid ".ftmtw" Il not approved and tt)gstedbyboo pwtlos Tn wit.rips; thrreof the owncr(s) have limunlO Bignad Lltoir namu(s) this day of 94� and acitnowlefts a into copy ofthis- cantriml. EXHIBIT K DocuSign Envelope ID: 5E94AD65-0644-46BD-AAE5-46DCOFB49833 CONTEMPO MARIN AGREEMENT THIS AGREEMENT (this "Agreement") is made and July 9, 2015, by and between THOMAS BROOKE CONSTRUCTION, proprietor, with an address of 1404 Central Ave, Modesto, California "CONTRACTOR" and MHC FINANCING LIMITED PARTNERSHIP, an with an address of c/o Equity LifeStyle Properties, Inc., Two North R Chicago, Illinois 60606, hereinafter called "OWNER". WITNESSETH: entered into as of a California individual/sole 95351, hereinafter called Illinois limited partnership, iverside Plaza, Suite 800, For and in consideration of the mutual terms, covenants and conditions of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, OWNER and CONTRACTOR hereby agree as follows: 1. SCOPE OF WORK. CONTRACTOR shall furnish all labor, equipment, accessories and material necessary to perform the work described herein below and in the Proposal ("Proposal") attached hereto as Exhibit A and made a part hereof (collectively the "Work") on portions of the property commonly known as Contempo Marin, located at 400 Yosemite Road, San Rafael, California 94903 (the "Property"), in accordance with the Contract Documents (as such term is hereinafter defined). 2. PAYMENT. After completion of the Work, in accordance with the Contract Documents, to the satisfaction of OWNER, CONTRACTOR shall deliver to OWNER an invoice in a sum not to exceed $3,200.00. OWNER shall pay the amount of such invoice to CONTRACTOR within thirty (30) days after OWNER's receipt of the invoice. At the time of such payment, CONTRACTOR shall deliver to OWNER final lien waivers from CONTRACTOR and all subcontractors, suppliers and material men for all of the Work. Except as otherwise specifically provided herein, in no event shall the aggregate amount of OWNER's payment obligations hereunder exceed $3,200.00 (tax included). Any alterations or deviations from the Contract Documents involving extra costs shall be made by CONTRACTOR only upon prior written order of OWNER (a "Change Order"). 3. TIME FOR COMPLETION. The Work shall be commenced on or before July 30, 2015 and completed on or before August 12, 2015. If the performance of the Work shall be delayed because of strike, war, governmental regulations, severe weather conditions or any other reason beyond the control of CONTRACTOR, such delay shall not constitute a breach of this Agreement, and the time for completion of such performance shall be extended for such additional time as the same was delayed for such cause; provided, however, in no event shall the time for performance be extended for more than thirty (30) days in total. OWNER and CONTRACTOR agree that time is of the essence of this Agreement. 4. CONTRACTOR'S DUTIES. a. CONTRACTOR and its principals, employees, agents, subcontractors, suppliers and material men (collectively, the "CONTRACTOR Related Parties") shall comply with all applicable laws, codes, ordinances, rules and regulations in the performance of Contract ID: 4532 DocuSign Envelope ID: 5E94AD65-0644-46BD-AAE5-46DCOFB49833 CONTRACTOR's obligations hereunder. Violations of the same shall constitute a breach of this Agreement. b. CONTRACTOR represents and warrants that CONTRACTOR is in full compliance with all State and Federal statutes and regulations relating to the hire of individual employees specifically including, but not limited to, the Department of Homeland Security's requirements for 1-9 verification, the Immigration Reform and Control Act of 1986, as amended and included in the Immigration and Nationality Act, as well as verification of social security numbers with the Social Security Administration, prior to placement of such employee on the Property. Additionally, CONTRACTOR agrees to notify OWNER within twenty-four (24) hours in the event that CONTRACTOR receives notice of a DHS 1-9 inspection while CONTRACTOR's employees are working on the Property. Violations of the same shall constitute a breach of this Agreement. C. The Work shall be completed by CONTRACTOR and the CONTRACTOR Related Parties in a good, workmanlike and timely manner in accordance with sound and generally accepted engineering and construction practices and procedures. The Work shall be conducted by CONTRACTOR and the CONTRACTOR Related Parties only during such hours as may be reasonably designated by OWNER, and in accordance with such reasonable guidelines as OWNER may set forth regarding use of streets, storage of materials, parking of vehicles and the like, so as to cause minimal interference with the rights and convenience of OWNER and tenants of the Property. d. Following completion of the Work, CONTRACTOR shall restore the surrounding portion of the Property affected by the Work to substantially its condition prior to commencement of the Work. 5. LIENS AND CLAIMS. CONTRACTOR shall (i) promptly and properly pay for all labor employed, materials purchased and equipment hired by the CONTRACTOR Related Parties in connection with the Work; (ii) keep the Property free from any laborer's, material men's or mechanic's liens and claims or notices in respect thereto arising by reason of the Work; (iii) hold all payments received hereunder as trust funds to be first applied to the payment of any such liens or claims; and (iv) discharge any such liens or claims within thirty (30) days after any such lien, claim or notice is filed. If OWNER receives notice of a claim for lien, OWNER may withhold from the amounts otherwise due and owing to CONTRACTOR hereunder an amount sufficient to pay in full such claim until the claim is resolved. If CONTRACTOR does not pay or satisfy any claim for lien to OWNER's satisfaction and provide written documentation thereof to OWNER within thirty (30) days after the same is filed, then OWNER may (but shall not obligated to) do so and may deduct from the amounts otherwise due and owing to CONTRACTOR hereunder all costs incurred in doing so. 6. WARRANTY. CONTRACTOR hereby warrants and guarantees the Work and the materials to be supplied by CONTRACTOR under the Contract Documents for 1 year after the date of completion of the Work against any defect in materials or in workmanship. In addition, all manufacturers' warranties shall be honored. 7. INDEMNIFICATION. CONTRACTOR shall indemnify and hold harmless OWNER, its affiliates and subsidiaries, and their respective officers, directors, shareholders, partners, agents, employees, successors and assigns (collectively, the "OWNER Related Parties") from and against any and all liabilities, losses, actions, damages, judgments, costs and expenses of whatever nature, including without limitation reasonable attorneys' fees and legal expenses Contract ID: 4532 2 DocuSign Envelope ID: 5E94AD65-0644-46BD-AAE5-46DCOFB49833 incurred in connection therewith, asserted against or incurred by any one or more of them by reason of or arising out of any injury to or death of any person(s), damage to property, or otherwise in connection with the performance or nonperformance (as the case may be) of this Agreement, or any act, omission or negligence by the CONTRACTOR Related Parties, or the breach of any representation or warranty contained herein. The provisions of this Section 7 shall survive the termination of this Agreement. 8. INSURANCE. CONTRACTOR shall secure and maintain in effect at all times, at CONTRACTOR's expense, insurance of the following kinds and with the following limits, and CONTRACTOR shall provide OWNER upon execution of this Agreement (and thereafter from time to time upon request by OWNER) with certificates evidencing such insurance: a. Workers' Compensation coverage, as required by applicable law, and Employer's Liability coverage covering CONTRACTOR's Personnel. b. Commercial General Liability (Occurrence Form), including Completed Operations and Personal Injury: $1,000,000 Per Occurrence $1,000,000 General Aggregate "Per Jobsite" $1,000,000 Products -Completed Operations Aggregate $1,000,000 Personal Injury Limit C. Business Automobile Liability: Limits: $1,000,000 per accident, including Bodily Injury and Property Damage Liability d. CONTRACTOR shall name the following parties as additional insureds on the Commercial General Liability policy: Equity LifeStyle Properties, Inc.; Realty Systems, Inc.; Community Systems, Inc.; their respective subsidiaries, affiliates, principals, beneficiaries, partners, nominees, agents, associated entities and trusts; and the respective officers and directors of each. All insurance coverages shall require the insurer to give OWNER at least thirty (30) days prior written notice of modification or cancellation. e. Subcontractors' Insurance: CONTRACTOR shall ensure that all subcontractors performing any portion of the Work carry insurance of the types and with the limits set forth above. 9. CONTRACT DOCUMENTS. This Agreement consists of the following documents (collectively, the "Contract Documents"): (i) this Agreement; (ii) the Proposal; (iii) any Change Orders issued by OWNER during the term of this Agreement; and (iv) all other documents referred to in this Agreement and all modifications thereof. In the event of any conflict between the Proposal and this Agreement, this Agreement shall govern. The Contract Documents constitute the sole and entire agreement of the parties with respect to the subject matter hereof and supersede all prior negotiations, representations or agreements, whether written or oral. Contract ID: 4532 DocuSign Envelope ID: 5E94AD65-0644-46BD-AAE5-46DCOFB49833 10. SUBCONTRACTORS. CONTRACTOR may employ subcontractors for the execution of any part of the Work, with the prior written consent of OWNER. CONTRACTOR shall provide OWNER with a list containing the names and addresses of all subcontractors, suppliers and material men who perform, or who provide any supplies or materials for, any part of the Work. CONTRACTOR shall be responsible for the acts, omissions and negligence of its subcontractors and their principals, agents and employees to the same extent that CONTRACTOR is responsible for the acts, omissions and negligence of persons directly employed by it. 11. GENERAL PROVISIONS. a. This Agreement and all of the terms and provisions hereof shall be interpreted and construed according to the laws of the State of California. Should any provision of this Agreement be held or declared to be illegal or unenforceable for any reason, by any Court having competent jurisdiction, all other provisions of this Agreement shall nevertheless remain in full force and effect. b. This Agreement shall not be binding until executed by both of the parties hereto. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. C. CONTRACTOR may not assign this Agreement or any of its rights or interests hereunder nor, without the prior written consent of OWNER, delegate any of its obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. d. Any notice provided by this Agreement to be served in writing upon either of the parties shall be deemed sufficient if delivered to an authorized representative of such party, or if mailed by registered or certified mail, return receipt requested, to OWNER at the following address: MHC FINANCING LIMITED PARTNERSHIP c/o Equity Lifestyle Properties, Inc. Two North Riverside Plaza, Suite 800 Chicago, Illinois 60606 Attention: President Telephone: (312) 279-1400 Telecopy: (312) 279-1715 with a copy to: Equity Lifestyle Properties, Inc. Two North Riverside Plaza, Suite 800 Chicago, Illinois 60606 Attention: Legal Department Telephone: (312) 279-1400 Telecopy: (312) 279-1715 and to CONTRACTOR at the following address: Contract ID: 4532 4 DocuSign Envelope ID: 5E94AD65-0644-46BD-AAE5-46DCOFB49833 THOMAS BROOKE CONSTRUCTION 1404 Central Ave, Modesto, California 95351 Attention: Tom Brooke Telephone: (209) 345-9452 Telecopy: (209) 537-2528 e. If either party files an action to enforce any provision of this Agreement, or with respect to a breach of any covenant hereof, the prevailing party shall be entitled to recover from the other party its reasonable attorneys' fees and other legal expenses. f. OWNER and CONTRACTOR shall not be construed as agents, joint venturers or partners of one another, and neither shall the power to bind or obligate the other party in any manner or under any circumstances whatsoever. 12. REPRESENTATIONS AND WARRANTIES. CONTRACTOR hereby represents and warrants to OWNER as follows: (i) this Agreement has been duly authorized, executed and delivered by CONTRACTOR and constitutes the legal, valid and binding obligation of CONTRACTOR enforceable against it in accordance with its terms; (ii) CONTRACTOR is duly organized individual/sole proprietor and validly existing under the laws of the State of a California; and (iii) CONTRACTOR has obtained the insurance coverage required pursuant to Section 8 above, and the same is in full force and effect. 13. WAIVER OF CLAIMS. CONTRACTOR, for itself and the CONTRACTOR Related Parties, hereby waives any and all claims against the OWNER Related Parties and the Property for liabilities, losses, actions, damages, judgments, costs or expenses of whatever nature, including without limitation attorneys' fees and legal expenses incurred in connection therewith, incurred by reason of or arising out of any injury to or death of any person(s), damage to property, or otherwise in connection with (i) the condition of the Property or any facilities thereon, (ii) any event or occurrence on or about the Property, or (iii) the acts, omissions or negligence of any person, except with respect to the gross negligence or willful misconduct of the OWNER Related Parties. All personal property belonging to the CONTRACTOR Related Parties shall be brought onto the Property at the risk of the CONTRACTOR Related Parties, and the OWNER Related Parties shall not be liable for damage or destruction to or theft of any such personal property, except with respect to the gross negligence or willful misconduct of the OWNER Related Parties. 14. PROTECTION OF PERSONS AND PROPERTY. a. The CONTRACTOR Related Parties shall take all necessary precautions for the safety of, and shall provide all necessary protection to prevent damage, injury or loss to: (i) all employees performing the Work and all other persons who may be affected thereby; (ii) all of the Work and all materials and equipment to be incorporated therein; and/or (iii) other property at the Property or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities. b. CONTRACTOR shall give all required notices and comply with all applicable laws, codes, ordinances, rules and regulations concerning the safety of persons or property. CONTRACTOR shall erect and maintain, as required by existing conditions and progress of the Work, all reasonable safeguards for safety and protection, including posting danger signs, barricades and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. Contract ID: 4532 5 DocuSign Envelope ID: 5E94AD65-0644-46BD-AAE5-46DCOFB49833 15. ADDITIONAL RIGHTS OF OWNER. a. If CONTRACTOR fails to correct any portion of the Work which does not comply with the Contract Documents, or if CONTRACTOR persistently fails to carry out the Work in accordance with the Contract Documents, OWNER may order CONTRACTOR to stop the Work, or any portion thereof, until the cause for such order has been eliminated. Any such order (a "Stop Order") shall be in writing, and any increase in the cost of the Work resulting from the failure of CONTRACTOR to properly correct the Work or to carry out the Work shall be borne solely by CONTRACTOR without increase in the amounts otherwise due and owing to CONTRACTOR hereunder. The right of OWNER to stop the Work shall not give rise to any duty on the part of OWNER to exercise this right for the benefit of CONTRACTOR or any other person or entity, and such right shall be in addition to and not in restriction of any other of OWNER's rights or remedies hereunder or under applicable law. b. If a cessation of the Work is warranted by reason of unforeseen conditions which may adversely affect the quality of the Work if such Work were continued, OWNER may suspend or stop the Work by issuing a Stop Order. In such event, the schedule for completion of the Work shall be adjusted accordingly, and the amounts payable to CONTRACTOR hereunder shall be adjusted to the extent, if any, that additional costs are incurred by reason of such Stop Order. If CONTRACTOR, in its reasonable judgment, determines that issuance of a Stop Order is warranted by reason of unforeseen circumstances which may adversely affect the quality of the Work if the Work were continued, CONTRACTOR shall immediately notify OWNER in writing of such determination and describe with particularity the reason(s) therefor. C. If CONTRACTOR defaults under or neglects to carry out the Work in accordance with the Contract Documents or fails to perform any provision of the Contract Documents to be performed by CONTRACTOR, OWNER may, but shall not be obligated to, after ten (10) days' written notice to CONTRACTOR and without prejudice to any other right or remedy OWNER may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from the payments due CONTRACTOR and reducing the amounts payable to CONTRACTOR hereunder by the cost of correcting such deficiencies, including the cost of all additional services and materials made necessary by such default, neglect or failure. 16. OWNER'S REPRESENTATIVES. OWNER hereby appoints Jennifer Barrett, or such other individual(s) as may be designated in writing by OWNER from time to time, as OWNER's sole and exclusive representatives hereunder, and each such individual shall have authority to act for OWNER with regard to any approvals or decisions required of OWNER pursuant to the Contract Documents. Contract ID: 4532 6 DocuSign Envelope ID: 5E94AD65-0644-46BD-AAE5-46DCOFB49833 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written. CONTRACTOR: THOMAS BROOKE CONSTRUCTION, a California individual/sole proprietor DocuSigned by: By. T6KAA,S bV'6k, �1-5D8D57AFBDB8420... OWNER: MHC FINANCING LIMITED PARTNERSHIP, an Illinois limited partnership By: MHC ENCORE MASTER PARTNERSHIP GP, L.L.C., a Delaware limited liability company Its: General Partner DocuSign' "edby: l J By: w� �n,i( 13aVm CE9EBND95514C5... Contract ID: 4532 7 DocuSign Envelope ID: 5E94AD65-0644-46BD-AAE5-46DCOFB49833 EXHIBIT A Proposal [see attached] Contract ID: 4532 DocuSign Envelope ID: 5E94AD�6¢5�-0644-46BD-AAE5-46DCOFB49833 .# / / w ............/...... /dH .................. 9.-.....3.. Ys _SL S z l� ............................................... THOMAS BROOKE CONTINUATION SHEET ROOFING • REMODELING = THOMAS BROOKE 8► Twne, ;,orS ROOFING • REMODELING Project Owner's NameBrief Description of Project 1404 North Central Avenue Q ite-mfo � ,r%�v I �e iiF 4~,Woy 51AModesto, CA 95351-4813 Project AddrProject City Project Zip Code Phone (209) 531-2050 q0 'VnS DIA, I �a,•, a 19�f o�3 Ca. Contr. Lic. #457260 This is a continuation of that certain contract briefly described above between Thomas Brooke Roofing • Remodeling, and the project owner named above which is dated 5%' ti �ti! f% �P�%-T 1%it Were"-Zaie.At JI-alu I /.I-- i X contractor or contrac gent sign here owner sign here A Xon "VD— ARBITRATION OF PETITIONS FOR CAPITAL PASS THROUGHS FOR 2013, 2014 AND 2015 PURSUANT TO TITLE 20 OF CITY OF SAN RAFAEL MUNICIPAL CODE MHC FINANCING LIMITED PARTNERSHIP and its AFFILIATE MHC OPERATING LIMITED PARTNERSHIP, Petitioner, A&M CONTEMPO MARIN HOMEOWNERS' ASSOCIATION, et al., / Respondents. Reporter's Transcript of Proceedings BEFORE ARBITRATOR LAWRENCE BASKIN, ESQ. RESOLUTION REMEDIES 1000 Fourth Street, Eighth Floor San Rafael, California July 19, 2016 10:00 a.m. REPORTED BY: JODY GIBNEY, CSR NO. 12308, RPR AMERICAN REPORTING SERVICES LLC 711 Grand Avenue, Suite 120 San Rafael, CA 94901 (415) 482-9030 * (800) 624-8688 FAX (415) 482-9038 email: Depo@AmericanReportingServices.com Page 1 PROCEEDINGS - 7/19/16 1 INDEX 1 ISSUE - POOL FURNITURE 2 EXAMINATIONS 2 115 WITNESS: JENNIFERBARRETT 3 3 ISSUE - PUMP REPLACEMENT4 Direct Examination By Mr. Moran 4 Cross -Examination By Mr. Bernstein 122 5 WITNESS: JENNIFER BARRETT 5 Redirect Examination By Mr. Moran 126 6 Direct Examination By Mr. Moran 14 6 7 Cross -Examination By Mr. Cooper 25 7 Recross -Examination By Mr. Bernstein 127 8 WITNESS: KEITH MELONEY ISSUE - FITNESS ROOM EQUIPMENT 9 Direct Examination B Y Mr. Cooper 38 8 9 WITNESS: ROBERT ANDREWS 10 Cross -Examination By Mr. Moran 41 10 Direct Examination By Mr. Cooper 128 11 11 WITNESS: JENNIFERBARRETT 12 Direct Examination By Mr. Moran 129 ISSUE - LAWN MOWERS 13 Cross -Examination By Mr. Cooper 133 12 14 ISSUE - LANDSCAPINGIMOWERS 15 13 WITNESS: JENNIFER BARRETT WITNESS: JORGE GONZALEZ 14 Redirect Examination By Mr. Moran 42 16Direct Examination By Mr. Moran 136 15 Recross -Examination By Mr. Cooper 45 17 16 WITNESS: ROBERT ANDREWS 18 Cross -Examination By Mr. Cooper 142 17 Direct Examination By Mr. Moran 52 WITNESS: ROBERT ANDREWS 18 Cross -Examination By Mr. Bernstein 56 19 Recross -Examination By Mr. Cooper 144 19 WITNESS: ROBERT HEINE 20 20 Direct Examination By Mr. Bernstein 59 21 WITNESS: JENNIFERBARRETT 21 Cross -Examination By Mr. Cooper 144 22 22 Direct Examination By Mr. Bernstein 146 23 23 24Direct Examination By Mr. Jaccard 161 24 25 Redirect Examination By Mr. Bernstein 162 25 Page 2 1 ISSUE - DRAINAGE 1 2 WITNESS: RICHARD HEINE WITNESS: JENNIFERBARRETT 2 3 Direct Examination By Mr. Bernstein 166 Direct Examination By Mr. Moran 61 3 4 Cross -Examination By Mr. Moran 170 Cross -Examination By Mr. Cooper 63 q 5 ISSUE - POOL FURNITURE Redirect Examination By Mr. Moran 66 5 6 6 WITNESS: ROBERTANDREWS Direct Examination By Mr. Jaccard 67 7 Direct Exanrination By Mr. Moran 183 7 8 8 ISSUE -HVAC 9 9 70 WITNESS: JENNIFERBARRETT 10 EXHIBITS 10 Direct Examination By Mr. Moran 11 No. Description Mrkd Rcvd 11 12 Respondents' Exhibits: Cross -Examination By Mr. Cooper 75 13 1 Equity Lifestyle 109 109 12 Properties' Petitions to Redirect Examination By Mr. Jaccard 77 14 City of San Rafael 13 15 2 Equity Lifestyle 122 122 14 ISSUE - ROOFING Properties, hic. 15 81 16 Capitalization Policy & WITNESS: JENNIFERBARRETT Procedure 16 17 Direct Examination By Mr. Moran 3 Copy of letter to 169 169 17 18 Jennifer Barrett from Cross -Examination By Mr. Cooper 86 Richard Heine 18 19 Direct Examination By Mr. Moran 90 4 Resolution No. 12014 188 188 19 20 Cross -Examination By Mr. Cooper 96 5 Exhibit 1 to Homeowners' 188 188 20 21 brief 21 ISSUE - ASPHALT REPLACEMENT 22 6 HOA exhibits to 191 191 104 pre -arbitration statement 22 WITNESS: JENNIFERBARRETT 23 23 Direct Examination By Mr. Moran 24 24 Cross -Examination By Mr. Cooper 108 25 25 Redirect Examination By Mr. Moran 114 Page 3 2 (Pages 2 to 5) AMERICAN REPORTING SERVICES (800) 624-8688 Page 4 Page 5 PROCEEDINGS - 7/19/16 1 E X H I BITS (confd) 1 --000-- 2 president for Equity LifeStyle Properties. 2 THE ARBITRATOR: Let me call the matter in No. Description Mrkd Rcvd 4 J -A -C -C -A -R -D. 3 3 the matter of Arbitration of Petitions for Capital Petitioners Exhibits: 4 Pass Throughs for years 2013, 2014 and 2015 for 4 Cooley LLP. We represent the tenant homeowners at the San Rafael, California 94901 A Map of Contempo Marin 17 17 5 Contempo Marin Mobile Home Park. The petitioner is 5 8 6 MHC Financing Limited Partnership. B Google Earth map 53 53 7 And this arbitration is being conducted 6 8 10 client representatives, the homeowners represented BI Second version of Google 54 54 8 before me as the agreed-upon and appointed arbitrator 7 Earth map 9 Lawrence Baskin under the City of San Rafael 8 C February 19, 2013, 63 63 101 California Street Linscott Engineering 10 ordinance. 9 Contractors, Inc. 11 And, I guess, we should get appearances for Proposal 12 the record, please. l0 16 MR. MELONEY: Keith Meloney, past president 13 D Declaration of Ann Wallin 79 79 13 MR. MORAN: Good morning, my name is Neil 11 and Jill Price 14 Moran, M -O -R -A -N. I'm the attorney for MHC Financial, 12 E Exhibits from 190 190 pre -arbitration brief 15 which I think of as Equity Lifestyle Properties. And 13 I wanted to invite a conversation by counsel 16 with me here are my clients, the client 14 18 17 representatives, and I'd like each to introduce 15 CLOSING ARGUMENT BY PETITIONER 192 stipulations that we can have with regard to factual 20 16 items that are in the petitions that are being 18 themselves, starting with Jennifer, and your title. CLOSING ARGUMENT BY RESPONDENT 201 19 MS. BARRETT: Jennifer Barrett, senior 17 18 24 20 regional manager with Equity Lifestyle Properties. 19 MR. MORAN: Yes. We considered some of the 21 MR. JACCARD: Walter Jaccard. I'm the vice 20 21 22 president in the legal department of Equity LifeStyle 22 23 Properties. 23 24 MR. ANDREWS: Robert Andrews, community 24 25 25 manager of Contempo Marin in San Rafael. Page 6 Page 8 1 APPEARANCES: 1 MR. KPAES: JeffKimes, regional vice 2 FOR THE PETITIONER: 2 president for Equity LifeStyle Properties. 3 3 MR. MORAN: That's K -I -M -E -S and Jaccard is THE FREITAS LAW FIRM, LLP 4 J -A -C -C -A -R -D. 4 By: NEIL J. MORAN, ESQ. 1108 Fifth Avenue 5 MR. COOPER: I'm Nate Cooper; our firm is 5 Third Floor 6 Cooley LLP. We represent the tenant homeowners at the San Rafael, California 94901 6 (415) 456-7500 7 Contempo Marin Mobile Home Park, Respondents. mnoran@freitaslaw.com 8 With me are my colleagues Max Bernstein and 7 FOR THE RESPONDENTS: 9 Matt Brown with my firm. And I have with me two 8 10 client representatives, the homeowners represented COOLEY LLP 9 By: NATHANIEL R. COOPER 11 here by Contempo Marin Homeowners Association, and MATTHEW D. BROWN 12 I'll let these two gentlemen introduce themselves and 10 MAX BERNSTEIN 101 California Street 13 their affiliations. 11 5th Floor 14 MR. HEINE: Dick Heine. I'm the president of San Francisco, California 94111-5800 12 (415) 693-2138 15 the homeowners association. ncooper@cooley.com 16 MR. MELONEY: Keith Meloney, past president 13 14 ALSO PRESENT: Walter B. Jaccard, Jennifer Barrett, 17 of the homeowners association. Jeff Kimes - Equity LifeStyle Properties, Inc.; Robert 18 THE ARBITRATOR: Thank you all for coming. 15 Andrews, Keith R. Meloney, Richard Heine 16 --000-- 19 I wanted to invite a conversation by counsel 17 20 with regard to whether or not there were any 18 19 21 stipulations that we can have with regard to factual 20 22 items that are in the petitions that are being 21 22 23 presented today. 23 24 Neil? 24 25 25 MR. MORAN: Yes. We considered some of the Page 7 Page 9 3 (Pages 6 to 9) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 objections in the homeowners' brief, and we think some 1 THE ARBITRATOR: Is 16. 2 of them are well founded. We, therefore, would like 2 MR. MORAN: Thank you. 3 to withdraw four items from our petition. 3 THE ARBITRATOR: Pool fixmiture is 17, 4 THE ARBITRATOR: Let me -- excuse me for 4 fitness room equipment 18. 5 interrupting. 5 MR. MORAN: Thank you. 6 MR. MORAN: Please. 6 THE ARBITRATOR: So it's just that one that 7 THE ARBITRATOR: Just by way of getting 7 threw the numbering off. 8 myself organized for the hearing, what I did was I 8 So, then, if you can, when you present what 9 went through each of the petitions as you presented 9 you're about to talk about in terms of where you're 10 them in your brief, and in each one attached to the 10 withdrawing things, if you can help guide me by 11 petition as the first exhibit for most of them after 11 referring to the year of the item and number. 12 the filing fee check was a list. It's entitled 12 MR. MORAN: Yes. Just for the record, there 13 "Contempo Marin Capital Expenditure Worksheet," it was 13 are three petitions. We call them 2013, 2014 and 14 done by year. And then what I did was I gave each of 14 2015. So there are four items that we withdraw, and 15 the items in each petition a number. And I want to 15 they are all in the 2014 petition. And those items, 16 tell you what they are. You might -- 16 following the arbitrator's numbering system, are Item 17 MR. MORAN: Thank you. 17 No. 9, which is April 17, 2014, Peter Levi Plumbing, 18 THE ARBITRATOR: -- scratch them. Then if you 18 in the amount of 2,643. 19 can, while you're presenting what is being contested 19 Item No. 10, July 8, 2014, Peter Levi 20 and what is not, kind of go through it. And that way 20 Plumbing, in the amount of $2,624. 21 I can keep my notes in order without having to redo a 21 Item No. 11, dated July 11, 2014, Peter Levi 22 lot of things. 22 Plumbing, in amount of $3,669. 23 So referring first to 2013, the first item is 23 And finally, Item No. 12, dated June 11, 24 -- September 8th is No. 1, and it just goes right down 24 2014, Gym, G -Y -M, Source in the amount of $2,343.11, 25 the list, 2, 3, 4, 5, each of the -- next to each of 25 and we withdraw -- the petitioner withdraws the Page 10 Page 12 1 the dates that are listed. 1 request to pass through those items. 2 When you get to 2014, it's 6, 7, 8, 9, 10, 2 THE ARBITRATOR: Okay, thank you. 3 11, 12. 3 MR. COOPER: And, Neil, you mentioned that 4 When you get to 2015, the numbering is just a 4 you're making these withdrawals based on the 5 tad different because I took the payments for the 5 objections raised in the petition. Am I to interpret 6 roof, so the first one, the July 9th item, is No. 13 6 that as to indicate that you agree with them and are 7 but then the one that is August 18th, which is 7 effectively conceding them or just don't wish to 8 actually near the bottom, the last -- the second from 8 proceed with them? 9 the bottom where it's replacement of clubhouse roof, I 9 MR. MORAN: We do not think they qualify as 10 made that 14 because it seemed to me that they're - 10 either capital replacements or capital improvements 11 it's the same issue, just two different payments. 11 under the City's ordinance. 12 Am I correct in that regard? 12 THE ARBITRATOR: And somehow my numbering got 13 MR. MORAN: Yes. 13 off. It was 9, 10, 11 and 12? Is that -- the Peter 14 THE ARBITRATOR: Okay. And then going down 14 Levi stuff. 15 the list, and so February 18th, to the concrete in the 15 MR. MORAN: Correct. 9, 10 -- 16 pathway is No. 15. And then it goes 16, 17 - 16 THE ARBITRATOR: So Peter Levi is 169 17 MR. MORAN: Just a second. 17 Yosemite, 77 to 78 Yosemite, and the main line at 253 18 So just -- so then we have -- there's another 18 Teton. 19 roofing item. 19 MR. MORAN: Yes. 20 THE ARBITRATOR: Right. And I have that just 20 THE ARBITRATOR: Those three, and then the 21 separately numbered, the laundry room roof. 21 gym equipment, which was No. 12. 22 MR. MORAN: What number is that? 22 MR. MORAN: Yes. 23 THE ARBITRATOR: Tums out to be 19. 23 THE ARBITRATOR: Okay. 24 MR. MORAN: Then the Valley Furniture 24 MR. MORAN: So to go back to the numbering 25 clubhouse. 25 system on the 2015 petition, is it correct that the Page 11 4 (Pages 10 to 13) AMERICAN REPORTING SERVICES (800) 624-8688 Page 13 PROCEEDINGS - 7/19/16 1 clubhouse furniture is No. 16? 1 front of you? 2 THE ARBITRATOR: Yes. 2 A. Yes. 3 MR. MORAN: Okay, thank you. 3 Q. Let's talk about Item No. 1. We're on 4 THE ARBITRATOR: Thank you. That's helpful. 4 the 2013 petition, and this is dated September 8, 5 With that in mind then, let's proceed to the 2013 5 2012. And I have the vendor as Systems Operations 6 petition. 6 Services, Inc. out of Berkeley. 7 MR. MORAN: Okay. I'd like to call as our 7 Are you familiar with that? 8 first witness Jennifer Barrett. 8 A. I'm familiar with the company and 9 Mr. Baskin, would you like to swear the 9 familiar with pump replacements. 10 witness. 10 Q. So the first three items, 1, 2, and 3, 11 THE ARBITRATOR: Yes. 11 they are invoices from the same company. Pll call it 12 JENNIFER BARRETT, 12 SOS, Inc. 13 was called as a witness, and the said witness, being 13 Are you aware of that? 14 first duly sworn, was thereupon examined and testified 14 A. Yes. 15 as hereinafter set forth. 15 Q. Please describe for the arbitrator what 16 --000-- 16 those three items, 1, 2 and 3, what they're about? 17 THE ARBITRATOR: Is it B -A -R -R -E -T -T? 17 A. At Contempo Marin, we have three lift 18 THE WITNESS: Yes. 18 stations on the property. One is near the tennis 19 THE ARBITRATOR: Tell me again your position. 19 courts, one is near Site 97, and one is near Site 15, 20 THE WITNESS: Senior regional manager. 20 and we have lift stations. And these particular lift 21 THE ARBITRATOR: Okay. Neil. 21 stations failed and the pumps needed to be replaced. 22 ISSUE - PUMP REPLACEMENTS 22 So Items 1 and 2 are replacements of the 23 DIRECT EXAMINATION BY MR. MORAN 23 pumps, and then Item 3 is the additional parts that 24 MR. MORAN: Q. Jennifer, would you give us a 24 needed to go in to replace the pump. 25 short but fair description of your duties as senior 25 MR. MORAN: Let's -- I provided this in an Page 14 Page 16 1 regional manager? 1 2 A. Sure. I, actually, am responsible for 15 2 3 properties of my own, making sure that our residents 3 4 are taken care of, making sure I'm supporting the 4 5 management and the managers of each of the properties, 5 6 effectively ensuring that the properties are 6 7 maintained to the expectations of both the company and 7 8 the residents and the homeowners. 8 9 And I also, in addition to that, support 9 10 another regional manager with his 11 properties in the 10 11 Northern California portfolio. 11 12 Q. And do you have any role in regard to 12 13 capital improvements or capital expenditures, 13 14 generally? 14 15 A. Yes. 15 16 Q. Generally, what role do you have on that 16 17 topic? 17 18 A. My role is to assist the property 18 19 managers or maintenance supervisors in what projects 19 20 we're going to be completing over the years -- we 20 21 usually plan a year in advance -- and helping them if 21 22 they should need help finding vendors, and more 22 23 importantly, approving the project itself. 23 24 Q. Do you have the -- pardon me. 24 25 Do you have a list of capital expenditures in 25 Page 15 email last week. Let's mark as an exhibit a map of the park. May I take it to the court reporter? THE ARBITRATOR: Yes, please, do. And we'll use letters for you. A, is that all right? And then yours will be numbered. (Petitioner's Exhibit A was marked for identification and received into evidence.) MR. MORAN: Q. Jennifer, the court reporter marked as Exhibit A a map. Would you tell us what that is? A. This is a map of Contempo Marin. It reflects the sites on the property. It demonstrates the amenities on the property and the office. Q. And a few minutes ago you testified regarding the location of lift stations. Will you tell us where those lift stations, all of them, are located on this map, Exhibit A? A. Sure. So we have one which is highlighted "lift station" over by the tennis courts. We have another one located by Site 15, and then we have another one located at Site 97. Q. And on Exhibit A, the first one appears to be adjacent to site -- near site, generally, 248? Page 17 5 (Pages 14 to 17) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 A. Yes. 1 What's their purposes? 2 Q. The second lift station is near Unit 15? 2 A. For pumping sewage through the park. 3 A. Yes. 3 Q. And where does the -- these pumps 4 Q. And the third lift station is near Unit 4 collect -- describe generally how the sewage system 5 97? 5 works. In other words, they're individual homeowners, 6 A. Yes. 6 and they have their homes, and then their sewage goes 7 Q. And these are highlighted on the exhibit? 7 somewhere, and there are three pumps at the park? 8 A. Yes. 8 A. There are three pumps at the park that 9 Q. Now, going back to Items 1, 2 and 3, 9 pump the sewage into the city's system. 10 would you, using the map, tell us begin where the lift 10 Q. Item No. 2 on the -- using the 11 stations are that were replaced, where the pumps were 11 arbitrator's numbering system is also from the 2013 12 replaced? 12 petition. 13 A. I do not know which pumps on the map were 13 Do you have that invoice in front of you from 14 replaced; I was not involved with the property at that 14 the arbitration hearing brief? 15 time. 15 A. Yes, I do. 16 Q. Let me check my documentation for a 16 Q. And tell us what Item No. 2 is. It's 17 second. I don't have it either, but I'd like us to 17 October 3, 2012, SOS, $7,500. 18 refer to -- I'm going to ask you to look at the 18 A. It is for the replacement of the pump in 19 arbitration brief, the hearing brief of MHC, and go 19 one of the lift stations. 20 down to Exhibit A? 20 Q. The same kind of thing? 21 THE ARBITRATOR: I'm there. 21 A. Yes. 22 MR. MORAN: And then I'd like you to look at 22 Q. The invoice for that is attached to the 23 the SOS invoice dated September 1st, 2012. 23 hearing brief, is that correct? 24 THE ARBITRATOR: Okay. 24 A. Yes. 25 MR. MORAN: And I'd like to -- do you have 25 Q. What's the date of the invoice? Page 18 Page 20 1 that in front of you? 1 A. September 28th, 2012. 2 THE ARBITRATOR: I do. 2 Q. And is there -- are there two items that 3 MR. MORAN: Q. And the witness, do you have 3 comprise this invoice? 4 that in front of you? 4 A. Yes. 5 A. I do. 5 Q. And is one of them for the replacement of 6 Q. And then I notice that the invoice 6 the sewage pump station pump? 7 amount -- pardon me -- the item for which we're 7 A. Yes. 8 seeking reimbursement, the first item is in the amount 8 Q. And what's that amount? 9 of $7,500. The invoice that we're looking at dated 9 A. 7,500. 10 September 1, 2012, has two items on it. One is for 10 Q. $7,500? 11 $7,500. It says: 'New ABS lift station pump." 11 A. Yes. 12 Do you see that? 12 Q. Was that a replacement? 13 A. Yes. 13 A. Yes, it was. 14 Q. There's a second item, and the 14 Q. What's the second item on that same 15 description is just August, the word "August," and the 15 invoice? 16 cost is $1,650. 16 A. Also for chemicals for the pH adjustment 17 And are we seeking reimbursement or pass 17 in the amount of $1,650. 18 through of the $1,650 items? 18 Q. And is ELS seeking to pass through that 19 A. No, we are not. 19 particular expense for $1,650? 20 Q. Would you explain why that is? 20 A. No. 21 A. That was for the pH balance; it was for 21 Q. Item No. 3 on the 2013 petition is 22 chemicals, so that would not be considered capital 22 $1,505.07. 23 improvements or replacement. 23 Do you have that invoice? 24 Q. Right. 24 A. Yes, I do. 25 Then, what do the AVS lift station pumps do? 25 Q. What's the date of the invoice? Page 19 6 (Pages 18 to 21) AMERICAN REPORTING SERVICES (800) 624-8688 Page 21 PROCEEDINGS - 7/19/16 1 A. November 1st of 2012. 1 for a long time. 2 Q. The first item on the invoice says 2 THE ARBITRATOR: Okay, very good. Go ahead. 3 October, $1,650. 3 I'm satisfied; she can testify. 4 What is that for? 4 MR. MORAN: Okay. Let's move on to the 5 A. For the chemical adjustments. 5 fourth item on the 2013 petition. 6 Q. And is ELS seeking to pass through that 6 THE ARBITRATOR: Excuse me for one second. 7 expense to the homeowners? 7 MR. MORAN: Yes. 8 A. No, they are not. 8 THE ARBITRATOR: So this might be a little 9 Q. What are the two remaining items on that 9 bit unorthodox in terms of how we would conduct 10 invoice? 10 things, but one way that we might do this, if you're 11 A. It's for additional parts and labor 11 interested, is we could have a series of mini trials, 12 needed to install, actually, lift station No. 15 at 12 if you will. 13 the park, at Contempo Marin. 13 MR. MORAN: Oh, yeah. 14 MR. COOPER: Pd like to interpose an 14 THE ARBITRATOR: And deal with them item by 15 objection. The witness testified earlier that she 15 item or groups of items, and it will help my notes and 16 wasn't involved in this item, so rm not sure what the 16 my decision-making process, and if it won't throw you 17 basis for her testimony is, so we object based on lack 17 off-- I mean, these three items group together pretty 18 of foundation. 18 readily. There's a couple other places where there's 19 THE ARBITRATOR: All right. 19 some groups of items. I mean, the good news is we 20 MR. MORAN: Q. Are these business records? 20 only have, what did we get this down to — 21 THE ARBITRATOR: Why don't you lay a 21 MR. COOPER: 17. 22 foundation. 22 THE ARBITRATOR: -- 17. So, you know, I want 23 MR. MORAN: Sure. 23 to move it along, but I want it to be a fair hearing 24 Q. Did you obtain business records -- 24 in terms of making sure that you have an opportunity 25 A. Yeah. 25 to present all the information as well as the owners. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 22 Page 24 Q. -- from ELS? 1 So do you want to respond, perhaps, to those? A. Yes, I did. 2 MR. COOPER: Yeah, I think that makes sense, Q. And are these kept in the regular course 3 with the caveat that there may be some additional of business? 4 lines of questioning that doesn't necessarily fall A. Yes, they are. 5 into one of these buckets, and we might like the Q. And do you typically rely on these 6 opportunity at the end of closing Counsel's invoices in performing your duties at ELS? 7 presentation to examine the witness on maybe some A. Yes, I do. 8 summary topics. Q. And is that true for all the properties 9 THE ARBITRATOR: I don't have a problem with that you manage for ELS? 10 that. A. Yes, it is. 11 MR. MORAN: That's agreeable to us. Q. Okay. 12 THE ARBITRATOR: Why don't we do that. Let's A. Thanks. That's all I have. 13 take these Items 1, 2, and 3 ofthe'l3 petition and THE ARBITRATOR: Okay on Items 1, 2 and 3, on 14 let's address them. that? 15 MR. COOPER: Sure. MR. MORAN: Right. 16 CROSS-EXANIINATION BY MR. COOPER THE ARBITRATOR: Let me just ask you also. 17 MR. COOPER: Q. Ms. Barrett, I think you Prior coming here today, did you make inquiries of 18 testified to the effect that you're familiar with the people who would know about these items in order to 19 nature of these items because you deal with sewage have a basis for your testimony? 20 issues regularly and so understand what these invoices THE WITNESS: I spoke with the previous VP 21 are conveying? for California, and more important, I've been with the 22 A. Yes. company for ten years, and I understand the operations 23 Q. So I want to look at the description in of each of the properties, which is why I understand 24 the first two invoices. It's not entirely clear to me what these invoices are saying. I've been doing this 25 what it's describing. It says: 'New ABS lift station Page 23 Page 25 7 (Pages 22 to 25) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 pump." 1 correct? 2 Can you explain to me in as much detail as 2 A. Yes. 3 you can provide what that means, what that job 3 Q. Do you see the word "pump" in there 4 entails? 4 anywhere? 5 A. Sure. So in a lift station, you have a 5 A. No, I do not. 6 pump that is at the bottom of the lift station. As 6 Q. So what about this item leads you to 7 far as the depth, I'm not familiar exactly how deep it 7 believe that this relates to the replacement of a 8 is, and the lift station, actually, the pump pumps the 8 pump? 9 sewage through the system, to then pump it through to 9 A. Because it was the same project. 10 the city. That is my understanding of the lift 10 Q. And what's the basis for your 11 station pumps. 11 understanding that it was the same project? 12 Q. And just unpacking these words here. 12 A. The time period in which all of this was 13 What is ABS? 13 replaced. 14 A. Oh, I do not remember right off the top 14 Q. So I can see that these invoices are all 15 of my head. 15 from the same vendor, SOS, and I can see the dates on 16 Q. Is it your understanding that it's a type 16 top, and the first one says September 1, 2012, and as 17 of pipe, similar to the PVC? 17 Mr. Moran pointed out, there's a line item on there 18 A. I can't answer yes or no on that. 18 that says August, correct? I think you testified that 19 Q. And so when you see this line item here, 19 related to the pH balancing work that was done in 20 'New ABS lift station pump," your interpretation of 20 August? 21 that is that a new pump was installed -- 21 A. Correct. 22 A. Yes. 22 Q. And then the second item is dated 23 Q. -- correct? 23 September 28th, the end of September, and there's 24 And it's not that there was a new pipe 24 another pH balancing item that says September, 25 installed? 25 correct? Page 26 Page 28 1 A. Correct. 1 A. Correct. 2 Q. And is $7,500 the unit cost for the pump 2 Q. And this third item says --October 31st 3 itself, or, for example, the cost for the pump and the 3 is the date of the invoice, and there's a line item 4 installation together? 4 that says October, and that's the pH balancing for 5 A. Looking at this, it would be for both. 5 October, correct? 6 It would be for the installation and the labor. 6 A. I think it says November 1 st in here. 7 Q. And -- 7 Q. Does yours say November 1st? 8 A. Pardon me. The pump and the labor. 8 A. November 1 st. 9 Q. Understood. 9 Q. I see November 1 st at the top. I think 10 And I believe you testified previously that 10 that's maybe a fax transmission stamp. 11 you're not sure which pumps were replaced for Items 1 11 A. I see that, yes. 12 and 2; is that right? 12 Q. In any case, these three invoices are 13 A. Correct, until we look at the Item 3, 13 spread over the course of two months -- 14 which says one of them was No. 15. 14 A. Correct. 15 Q. And what's the reason why you believe 15 Q. -- correct? And each one of them 16 Item 3 tells us that one of them was at No. 15? I 16 reflects, at least the pH balancing maintenance 17 mean, I can see what it says here, "Install new ABS in 17 balancing work that was done in a separate month. So 18 lift station 15," but what about that leads you to 18 I'm still trying to get at -- and you stated that it's 19 believe that these two other invoices relate to lift 19 the timing of these invoices that leads you to believe 20 station 15 as well? 20 that they're part of the same project. 21 A. Because we only installed two lift 21 So I guess I'm just trying to get at what 22 station pumps. We didn't install three, and this 22 about the timing of the invoices leads you to believe 23 references 15. 23 that that's part of the same project? 24 Q. That's right. Do you see this item on 3, 24 A. I don't know. 25 it says: "Install new ABS in lift station No. 15," 25 Q. 'Cuz I see these, I see that they Page 27 8 (Pages 26 to 29) AMERICAN REPORTING SERVICES (800) 624-8688 Page 29 PROCEEDINGS - 7/19/16 1 occurred in three separate months, and it's difficult 1 these three items here on Page 5 on Line 12. 2 for me to draw that conclusion, so I'm trying to see 2 Do you have the copy of the brief that ELS 3 where you're taking that from. 3 gave to Mr. Baskin? 4 Do you have any understanding about the 4 A. Yes. 5 issues with -- the specific issues with the lift 5 Q. And I'm just focused hereon the single 6 station pump at Site 15? 6 bullet point related to these items. It says: 7 A. I do not. 7 116,595.07 for replacement of two ABS lift station 8 Q. And that's true as of the time period of 8 pumps for the sewage system to the 396 home park; 9 October 2012, correct? 9 7,500 per pump, plus $1,595.07 installation." 10 A. Correct. 10 Do you have any understanding as to why ELS 11 Q. And that's currently true as well? 11 characterized in its brief this $1,595 as an 12 A. Correct. 12 installation cost for the pumps? 13 Q. I'm not sure if this question was asked, 13 A. I do not. 14 and perhaps you're answered it, when did you begin 14 MR. COOPER: I think that's all we have on 15 working for ELS? 15 that item. 16 A. In November of 2006. 16 THE ARBITRATOR: Do you have any testimony 17 Q. And when did you assume responsibility 17 from the homeowners with regard to the items you asked 18 for the Contempo Marin Mobile Home Park? 18 on cross-examination. 19 A. Not direct responsibility, but I became a 19 MR. COOPER: I did speak with the homeowner 20 part of Contempo Marin, I think, in September of '14. 20 about the issue. He's not able to be here today. 21 Q. So prior to September of'14, did you 21 THE ARBITRATOR: Okay. 22 have any involvement in the capital expenditure 22 And, Neil, do you have anybody else that's 23 decision-making process at Contempo Marin? 23 going to talk about these items? 24 A. No, I did not. 24 MR. MORAN: I'll talk to my clients at the 25 Q. Did you have any involvement prior to 25 break and find out. Page 30 1 September of '14 in the capital expenditure petition 1 2 process? 2 3 A. No, I did not. 3 4 Q. Do you have any understanding about 4 5 sewage leaks at Site 15? 5 6 A. No, I do not. 6 7 Q. Do you have any understanding that there 7 8 was -- there were complaints from the resident at that 8 9 site about leaking sewage in the 2012 time period? 9 10 A. No, I do not. 10 11 Q. Do you have an understanding that this 11 12 invoice reflects the repair work that was done in 12 13 response to those complaints at Site 15? 13 14 A. No, I do not. 14 15 Q. Did you have an understanding that the 15 16 pumps that were replaced took place at the other two 16 17 pump stations and not at the pump at Site No. 15? 17 18 A. I do not. 18 19 Q. Is it possible that is the case? 19 20 A. It is possible. 20 21 Q. Mr. Moran had previously -- well, I take 21 22 that back. 22 23 I have in front of me the brief that ELS 23 24 submitted in connection with this arbitration. And 24 25 I'm looking at the characterization of this -- of 25 Page 31 Page 32 THE ARBITRATOR: Anybody know what "ABS" stands for? MR. MORAN: It's the name of the manufacturer of these pumps. THE ARBITRATOR: Okay. MR. MORAN: It also has another meaning in plumbing, which is a type of sewer pipe, plastic sewer pipe. Also polyvinyl chloride is used in some sewage applications, as well as cast iron and -- THE ARBITRATOR: Well, I mean, the reference I would be familiar with would be the abbreviation for PVC, and I'm wondering if ABS is another — an acronym for another type of pipe. MR. MORAN: It is, but there's a manufacturer of sewage injection pumps called ABS, and that's what this is. THE ARBITRATOR: Okay. All right. That's it on Item Nos. 1, 2 and 3. Going to -- MR. COOPER: Before we proceed, just a quick rebuttal on that. It's ELS' burden to show that these expenses qualify, and the fact that Mr. Moran has a characterization or belief about this last item sounds like it's relating to the ejector pump, but I think Page 33 9 (Pages 30 to 33) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 our understanding, based on interviewing this one 1 2 resident and looking on the internet as to what ABS 2 3 means is that this is a replacement of a piece of 3 4 pipe, that it was not related to the other -- to the 4 5 two pump replacements. 5 6 THE ARBITRATOR: All right. So I understand 6 7 the argument. 7 8 MR. BROWN: Mr. Baskin, if I could -- this is 8 9 Matt Brown from Cooley -- if I could, just on the 9 10 process point, I think what we would be comfortable 10 11 with -- I like your idea of doing the -- kind of 11 12 breaking this up, at least clustering items together 12 13 and doing the direct and the cross-examination. 13 14 I think we would prefer, in terms of putting 14 15 on our affirmative testimony, to have that come later 15 16 in sort of -- and do that all at once, as opposed to 16 17 trying to put on our own, sort of, direct testimony on 17 18 an item -by -item basis. I'd much prefer to have the 18 19 petitioner put in their entire case, since it's their 19 20 burden, and then make a decision about how to present 20 21 our case once they've done that. 21 22 So, although, I'm comfortable with the, sort 22 23 of, alternative -- 23 24 THE ARBITRATOR: Well, you're not is what 24 25 you're saying. What you're saying is that you'd 25 Page 34 I can tolerate that. But I'd kind of like — you know, we're talking about three pumps. If you have somebody that's going to talk about the three pumps, let's hear from them now. MR. COOPER: Sure. THE ARBITRATOR: And then if there's testimony later that touches upon it, I'm not going to be -- MR. BROWN: It's wasn't so much a duplication issue as it was -- and ultimately, it's your decision -- THE ARBITRATOR: Right. MR. BROWN: -- and I'm going to respect your decision, trust me -- THE ARBITRATOR: Thank you. MR. BROWN: -- but my point was simply, given that it's the petitioner's burden, you know, I'm a believer in having them put on their entire case first and then being able to make the decision what kind of case we want to put on as the responding party. So that's the way that I would prefer to do it, but I understand that you're sort of overruling that, and so we'll abide by that. THE ARBITRATOR: Duly noted. MR. COOPER: And maybe I could ask a couple Page 36 1 rather not. 1 of questions -- 2 MR. BROWN: Well, typically, someone would 2 THE ARBITRATOR: Sure. 3 give their entire direct, and then you would do an 3 MR. COOPER: -- and one would be whether ELS 4 entire cross. And so I think the creative idea that 4 has any other witnesses to call because we've been 5 you came up with was let's break up the direct and 5 talking about whether we would have a rebuttal witness 6 crosses so that they're being done, sort of, item by 6 on these three items. Are any of ELS' -- of the other 7 item. But I don't know that I'm comfortable with our 7 gentlemen in the room here going to be testifying on 8 trying to, kind of, put on our direct testimony of our 8 this item, and perhaps if so -- 9 witnesses piecemeal throughout the day, as opposed to 9 THE ARBITRATOR: If so, I want to hear from 10 just waiting until after Petitioner has put in their 10 them now, yeah. I mean that's the idea. 11 entire case. 11 MR. MORAN: Oh, yeah. 12 THE ARBITRATOR: I'd like to suggest that we 12 Let me just have a brief moment with Robert. 13 do a little bit of a hybrid in that regard. I 13 THE ARBITRATOR: Sure. 14 understood from reading your brief that you have 14 MR. MORAN: I think I know the answer to 15 certain criticisms of how these things are done as an 15 that, but let me make sure. 16 overall matter versus criticisms or, if you will, 16 THE ARBITRATOR: We can go off the record. 17 contesting specific items. So what I'd like to do is 17 [Short recess.] 18 to say if you have evidence testimony to offer that 18 THE ARBITRATOR: Back on the record. 19 contradicts or questions the specifics of the 19 Mr. Moran, you were going to consider whether 20 particular items, like Nate just did with regard to 20 or not you had any other testimony to offer on Items 21 that invoice, I would like to hear it at the time that 21 No. 1, 2, 3 for the 2013 petition. 22 we're dealing with the item. 22 MR. MORAN: I do. He's not here yet. The 23 You'll have plenty of time to put on 23 gentleman is Jorge Gonzalez, J -O -R -G -E, Gonzalez, I 24 additional witnesses, and if it means there's a little 24 think it's with a Z. He's the maintenance supervisor 25 bit of duplication, and they circle back a little bit, 25 of Contempo Marin. He's been there approximately Page 35 10 (Pages 34 to 37) AMERICAN REPORTING SERVICES (800) 624-8688 Page 37 PROCEEDINGS - 7/19/16 1 20 years. He's on his way. 1 spoke to Mr. Genowski, and Mr. Meloney testifies what 2 THE ARBITRATOR: So we'll move to other items 2 Mr. Genowski said. I would just like similar 3 and then we'll leave little spot for Mr. Gonzalez's 3 understanding, within reason, for my witnesses. And I 4 testimony. 4 don't know -- there's going to be some grey areas; I 5 Now, we're on Item No. 4, "Replacement of a 5 don't know where the line is drawn, so I do not ask 6 sitting mower." 6 for 100 percent agreement to what you don't know is 7 MR. COOPER: Before we do that, I'd like to 7 coming; that would be unfair. 8 introduce a little bit of testimony from Mr. Meloney 8 THE ARBITRATOR: Well, my thought on it is 9 here, if that's okay. 9 this: If you have a problem with particular 10 THE ARBITRATOR: Sure. 10 references, you should reiterate your objection; 11 Tell me your name again. 11 otherwise, I'll take as a standing objection from both 12 THE WITNESS: Keith Meloney. 12 of you that you object to hearsay, and then I'll say 13 THE ARBITRATOR: Spell your last name. 13 that I'm going to hear it, and I'll decide what weight 14 THE WITNESS: M -E -L -O -N -E -Y. 14 to give it based thereon. And as the arbitrator, I'm 15 THE ARBITRATOR: And you're the past present? 15 allowed to do that, so -- 16 THE WITNESS: Past president. 16 MR. MORAN: Great. 17 KEITH MELONEY, 17 THE ARBITRATOR: -- we'll just move along. 18 was called as a witness, and the said witness, being 18 Go ahead. 19 first duly sworn, was thereupon examined and testified 19 MR. COOPER: Q. Mr. Meloney, have you seen 20 as hereinafter set forth. 20 the pump station at Mr. Genowski's property? 21 --000-- 21 A. Yes. 22 DIRECT EXAMINATION BY MR. COOPER 22 [Reporter interjection.] 23 MR. COOPER: Q. Keith, you're a resident of 23 MR. COOPER: Q. Have you seen the lift 24 Contempo Marin, correct? 24 station at Mr. Genowski's property at Site 15? 25 A. Correct. 25 A. Yes. Page 38 Page 40 1 Q. How long have you lived there? 1 2 A. 17 years. 2 3 Q. Are you familiar with Site 15? 3 4 A. Yes. 4 5 Q. Are you familiar with the resident of 5 6 Site 15? 6 7 A. Yes. 7 8 Q. Can you tell me that gentleman's name? 8 9 A. Pavel Genowski [phonetic]. 9 10 Q. Have you ever spoken with Mr. Genowski 10 11 about the lift station pump at his property? 11 12 A. Numerous times. 12 13 Q. Do you understand there to have been 13 14 issues with that pump? 14 15 A. Yes. 15 16 Q. Do you understand it to have leaked 16 17 sewage onto his property at some point? 17 18 A. Yes, leaks and I don't know exactly how 18 19 extensive they were, but leaks. 19 20 MR. MORAN: Let me interpose an objection but 20 21 really just ask for an understanding or agreement. I 21 22 think it's okay to have a certain amount of hearsay in 22 23 a proceeding, and I know we're not subject to the 23 24 formal rules of evidence, and I will not object to, at 24 25 least yet, to hearsay, for example, if Mr. Meloney 25 Page 39 Q. Did you see it before it was repaired? A. Yes. Q. What was the state of it? A. There were sections like, what do you call them, little charley -horses that block it off while the work was being done on it, so you couldn't get to it. There were cones, as I recall, it was sectioned off. Q. Do you have an understanding about the nature of the work that was performed there? A. There were as -- not with seeing it because it was sealed off while I was there observing it, so the details of what was being done were only conveyed to me by the nature of the repeated visits Pavel made to me and to our meetings reporting it to us as an HOA. MR. COOPER: I think that's all I have for you. THE ARBITRATOR: Okay. CROSS-EXAMINATION BY MR. MORAN MR. MORAN: Q. Could I ask, Mr. Meloney, at the end of that you said, as I wrote down, you didn't see it yourself but -- would you repeat the last part of it? I wear two hearing aids, and sometimes I don't -- Page 41 11 (Pages 38 to 41) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 A. What I mean is the lift station is a 1 major expenditure, this was a three-part form that we 2 sealed entity, and so when the workers aren't working 2 would fill out with all the vendor information and the 3 on it, it's closed off, so I can't see inside of it. 3 request. This is the way that we tracked capital 4 That's what I meant by I can't physically see it 4 projects in that year, and everybody would have to 5 myself. I can only see that work was being done on 5 sign off on it, and that was the reference to that 6 it, it was closed off. And there were blockades put 6 number. 7 up for safety reasons. 7 Once we submitted the major expense form, the 8 Q. Thank you. 8 accounting team would then give us an MEF number to 9 THE ARBITRATOR: Okay. Moving on to No. 4, 9 correlate with that expense. 10 and I've left a spot in my notes for Mr. Gonzalez when 10 Q. Thank you. 11 he appears. 11 To what purpose at Contempo Marin was a 12 MR. MORAN: So I'll go back to Jennifer 12 sitting mower put? What gets mowed, if anything? 13 Barrett, our witness. 13 A. I don't know what was being done at the 14 ISSUE - MOWERS 14 property during this time period to speak to exactly 15 JENNIFER BARRETT 15 what the lawn mower was used for. 16 REDIRECT EXAMINATION BY MR. MORAN 16 Q. Is there grass? Are there lawns at the 17 MR. MORAN: Q. Jennifer, will you tell us 17 park? 18 what Item 4 is? 18 A. Yes. There's large grassy areas, both on 19 A. Item 4 is a Buck's Saw mower, a Kawasaki 19 the front of the property, all around the lagoon 20 ride -on mower. 20 there's grassy areas, and the tennis courts there's 21 Q. For the record, what is a ride -on mower? 21 large glassy areas. 22 A. It is a lawn mower that you sit on and 22 Q. And are those grassy areas that you just 23 drive versus a push mower. 23 described, are those maintained? Are there people who 24 Q. Okay. And this item is in the amount of 24 cut the grass? 25 $8,603.42? 25 A. There is. Page 42 Page 44 1 A. Yes. 1 Q. And at present, here we are in July 2016, 2 Q. And is there a piece of paper attached to 2 who performs the duties of cutting the grass? 3 our hearing brief at Exhibit A that deals with this? 3 A. We have outsourced it to a vendor, and 4 A. Yes, there is. 4 the vendor's name is Enviroscapes. 5 Q. Seriously, what do you call -- is this a 5 Q. Enviroscapes? 6 screen shot? What is this? Is this an invoice? 6 A. Yes. 7 A. This is a -- an invoice, yes. 7 Q. And is it correct that this Kawasaki 8 Q. Okay. That's right. 8 19 horsepower 44 -inch -- what do you call it, ride -on? 9 Okay. And who is the vendor? 9 A. Ride -on mower. 10 A. The vendor is Buck's Saw Service. 10 Q. -- ride -on mower is no longer in use at 11 Q. Jennifer what -- there's some handwriting 11 Contempo Marin? 12 at the top of that invoice. The date of the invoice, 12 A. I have not seen it in use. I don't know 13 I'll just say for the record, is November 26, 2012; is 13 if it's being used to do our firebreaks every year — 14 that correct? 14 Q. Okay. 15 A. That is correct. 15 A. -- but I have not seen it in use. 16 Q. And at the top right corner is some 16 Q. I'll ask Mr. Gonzalez when he gets here. 17 handwriting that says: "MEF number," and then it 17 Are there ride -on mowers that are used at 18 says: "604012," and it looks like "10." 18 other ELS properties that are used there? 19 Did I read that correctly? 19 A. Yes, several. 20 A. Correct. 20 MR. MORAN: Okay. That's all I have on this 21 Q. What is -- if you know, what does MEF 21 item until Mr. Gonzalez gets here. 22 mean in that context? 22 THE ARBITRATOR: Nate. 23 A. Major expenditure form. 23 RECROSS -EXAMINATION BY MR. COOPER 24 Q. Tell us what that is in simple words. 24 MR. COOPER: Q. Jennifer, I believe you 25 A. So during this year, we -- when we had a 25 testified previously that you weren't involved in the Page 43 12 (Pages 42 to 45) AMERICAN REPORTING SERVICES (800) 624-8688 Page 45 PROCEEDINGS - 7/19/16 I capital expenditure process during the 2012/2013 year 1 outsources the lawn mowing, at least? 2 at Contempo Marin? 2 A. The landscaping, yes. 3 A. Correct. 3 Q. What does that entail? 4 Q. So your understanding of the mower is 4 A. Mowing, edging, trimming, plants, 5 based on your personal experience since you became 5 irrigation. The general maintenance of the landscape 6 involved at the property; is that right? 6 in common areas. 7 A. That's personal experience based on our 7 Q. And prior to the -- when did it start 8 company's procedures since I've been with the 8 outsourcing the landscaping? 9 company -- 9 A. I took a look, and it looks like it was 10 Q. Sure. 10 in late '14 or '15. 11 A. --not just Contempo Marin. 11 Q. And prior to that, who would have been 12 Q. I understand. 12 responsible for mowing the lawn? 13 Do you know if there was a previous sitting 13 A. I don't know who was responsible at that 14 mower at Contempo Marin at the time this purchase was 14 time. I would be guessing. 15 made? 15 Q. Do you believe that the sitting lawn 16 A. I do not. 16 mower currently benefits the residents of the Contempo 17 Q. So you don't know if this mower was 17 Marin? 18 purchased to replace a prior similar mower? 18 A. Currently, today, I don't have an answer 19 A. I do not. 19 on that. I don't know. 20 Q. What's ELS' policy for soliciting bids 20 Q. Do you believe that prior to the time 21 for a capital expenditure? 21 that it -- do you believe that during the time that 22 A. It depends on the situation. We, 22 the landscaping services were performed by ELS 23 actually, because we are a national company, we have 23 personnel that it benefited the homeowners? 24 set up national accounts with certain vendors to 24 A. Yes. 25 secure discounted prices and special rates for all of 25 Q. Can you explain how it benefited the Page 46 Page 48 1 our properties. So it could be we went through a 1 homeowners? 2 preferred vendor. 2 A. So as manager and staff, it's our 3 But if it's not a preferred vendor, then the 3 responsibility to make sure that residents in the 4 policy is to try to get at least three proposals 4 community are happy, and part of that is doing the 5 before making a decision on an experience? 5 maintenance of the grounds and making sure everything 6 Q. Do you know if three proposals were 6 is mowed and maintained to the standards that we would 7 solicited in connection with the sitting mower? 7 like for our homeowners. 8 A. I do not. 8 Q. So keeping the grass trimmed benefits the 9 Q. If you look at this screen shot that Neil 9 homeowners? 10 was discussing with you, along the top it says: 10 A. Yes. 11 Buck's Saw Service in the upper left. 11 Q. Do you know whether ELS owns any other 12 A. Yes. 12 lawn mowers that are on site at Contempo Marin? 13 Q. Do you -- are you familiar with Buck's 13 A. I don't know. 14 Saw Service? 14 Q. Do you know whether ELS has petitioned to 15 A. No, I am not. 15 have the homeowners pay for other lawn mowers at 16 Q. Do you know whether Buck's Saw Service is 16 Contempo Marin in the past? 17 it one of your preferred national vendors? 17 A. I do not know. 18 A. I do not. 18 Q. Do you know whether it's necessary for 19 Q. Do you know -- am I right that you 19 ELS to have a sitting mower in order to trim the grass 20 testified earlier that you don't believe that this 20 at Contempo Marin? 21 sitting mower is currently being used at the property? 21 A. I can't speak for what was necessary in 22 A. I'm not sure if it is or not. 22 2012. I do know that we're very careful on what we 23 Q. Do you know if it has been at any time? 23 purchase. We don't just make decisions without a 24 A. I do not know. 24 need, so -- but in 2012, I can't speak to what was 25 Q. And you also testified that ELS currently 25 needed at that time. Page 47 Page 49 13 (Pages 46 to 49) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 Q. You mentioned -- and this may have been 1 as hereinafter set forth. 2 Neil's characterization -- but that the invoice here 2 --000-- 3 for the exhibit that we are looking at that shows the 3 THE ARBITRATOR: It's Robert Andrews, and 4 purchase of the -- reflects the purchase of the 4 tell me again your position. 5 sitting mower was a screen shot? Did you agree with 5 THE WITNESS: I'm the community manager at 6 that characterization? 6 Contempo Marin Mobile Home Park. 7 A. I don't know if it's a screen shot or 7 THE ARBITRATOR: All right. Neil. 8 not. 8 DIRECT EXAMINATION BY MR. MORAN 9 Q. You don't know where this document came 9 MR. MORAN: Q. Robert, how long have you 10 from? 10 worked for Contempo Marin? 11 A. Right. 11 A. I have worked for them since late 12 MR. MORAN: I think she testified it was an 12 November of 2014. 13 invoice. 13 Q. Do you have any knowledge about the 14 THE WITNESS: I did, yeah. 14 Kawasaki 19 horsepower 44 -inch -wide sitting mower? 15 MR. COOPER: Q. Okay. And I see in the 15 A. I do. I've personally seen it and driven 16 upper left it says: "Systems Software, Inc.", right 16 it. 17 below Buck's Saw Service. 17 Q. And for what purpose did you drive the 18 Do you see that? It's difficult to read. 18 mower? 19 A. I do. 19 A. To cut grass and weedy areas. 20 Q. Do you know what Systems Software, Inc. 20 Q. Where? Where -- we have Exhibit 1 [sic], 21 is? 21 which is a -- Exhibit A, excuse me -- which is a map 22 A. No, I do not. 22 of the park. 23 Q. And then in the far right corner, there 23 Would you tell us and for everyone here, 24 are some little squares there that are also difficult 24 point so that people can see where you're talking 25 to decipher -- in the upper right, sorry -- kind of in 25 about. Page 50 Page 52 1 the grey. Do you see what I'm talking about? 1 A. Okay. It's kind of off the map a little 2 Here, underneath the numbers, the MEF number, 2 bit [indicating]. This is the perimeter where we 3 in the right corner of the grey area? 3 sometimes will mow the fire lane. 4 A. No. 4 THE ARBITRATOR: I think it would be easier, 5 Q. Do you understand this to be -- 5 Robert, if you'd just describe the purpose of the 6 withdrawn. 6 mower. For instance, like around the perimeter if it 7 Would you agree that a sitting mower would 7 was for fire break purposes or if it was to do 8 allow ELS to cut the grass at the park more 8 something that the independent contractor landscaping 9 efficiently than a push mower would? 9 wasn't doing. I don't know what it was, but you can 10 A. I don't have an opinion on what's more 10 tell us. 11 efficient. I don't mow lawns, so I don't know. 11 THE WITNESS: Okay. It was to cut down weeds 12 MR. COOPER: Maybe I should save these 12 around the perimeter of the park. 13 questions for Jorge when he gets here. 13 MR. MORAN: I'd like to have the court 14 I don't have any further questions of the 14 reporter mark a second exhibit as B, a Google Earth 15 witness. 15 map. 16 THE ARBITRATOR: Anything else on the ride -on 16 (Petitioner's Exhibit B was marked for 17 mower, other than Jorge, when he gets here? 17 identification and received into evidence.) 18 MR. MORAN: Let me just quickly ask. 18 MR. MORAN: I provided the link to this 19 Yeah, I do. 19 before to -- 20 THE ARBITRATOR: Okay. 20 THE ARBITRATOR: What we should do, just to 21 MR. MORAN: I'd like you to swear Robert 21 keep this straight, give me the originals and provide 22 Andrews as a witness. 22 him a copy. The one that has the sticker on it, 'cuz 23 ROBERT ANDREWS, 23 I should keep these exhibits and try to be orderly 24 was called as a witness, and the said witness, being 24 about it. 25 first duly swom, was thereupon examined and testified 25 MR. MORAN: Q. Robert, here's a copy of Page 51 14 (Pages 50 to 53) AMERICAN REPORTING SERVICES (800) 624-8688 Page 53 PROCEEDINGS - 7/19/16 1 Exhibit B. 1 A. -- of the landscape. 2 Is the area that you mowed depicted here? 2 Q. Thank you. 3 A. It's not. 3 MR. MORAN: I'm done with questions for this 4 Q. Let me -- 4 witness. 5 A. It's off the -- 5 THE ARBITRATOR: Anything -- do you want to 6 Q. I have a different version of that. I'll 6 ask anything of Robert. 7 ask the court reporter to mark it as C. 7 MR. COOPER: We do. Max. 8 THE ARBITRATOR: Why don't you make it B 1. 8 MR. BERNSTEIN: Max Bernstein for the CM HOA. 9 (Petitioner's Exhibit B1 was marked for 9 CROSS-EXAMINATION BY MR. BERNSTEIN 10 identification and received into evidence.) 10 MR. BERNSTEIN: Q. Good morning, 11 MR. MORAN: Q. You have B 1 in front of you? 11 Mr. Andrews. 12 A. B1, okay. 12 A. Good morning. 13 So it was just briefly in this area 13 Q. I just want to start by making clear. 14 [indicating] just to try out the equipment because I'm 14 You don't have any personal knowledge of how the mower 15 not a qualified maintenance person, but I had never 15 was used before the date you arrived at the company; 16 tried it. 16 isn't that right? 17 I'm just testifying that we have this unit, 17 A. Not personally, just what I've been told. 18 and it's available, you know, when we need it for this 18 Q. But that wasn't the first time that the 19 purpose. 19 park used a sitting mower; isn't that true? 20 Q. Excellent. I'd like you to circle the 20 A. I can't answer that. I don't know. 21 area that you just described, and then put your 21 Q. They certainly had mowing needs before 22 initials and today's date, which is July 19th. 22 this mower was purchased, right? 23 THE ARBITRATOR: Well, if he's going to do 23 A. Yes. 24 that, he should do it on the original. 24 Q. And you told us they had a number of 25 THE WITNESS: My initials? 25 people that worked in maintenance at the park? Page 54 Page 56 1 MR. MORAN: Q. Yes. And today's date. 1 A. Yes. 2 A. [Witness complied.] 2 Q. It would surprise you if the park was 3 MR. MORAN: Is it legible, Mr. -- 3 renting a mower prior to the purchase of this mower, 4 THE ARBITRATOR: Yes. Yeah, I got the idea. 4 wouldn't it? 5 MR. MORAN: Q. Do you have any other 5 A. That would be asking me to express an 6 knowledge about the use of the mower from personal 6 opinion. 7 experience or from what you've seen? 7 Q. Okay. Mr. Andrews, you have available to 8 A. Yes. 8 you the petitions submitted by ELS in this case, 9 Q. Okay. 9 right? 10 A. From personal knowledge, I don't. I know 10 A. Yes. 11 that we acquired the machine back some time ago, and 11 Q. And you're looking at this screen right 12 at that time ELS employed a number of maintenance 12 now, the screen shot which, I actually believe is just 13 personnel that took care of all the landscaping. And 13 an invoice? 14 from personal experience, to mow the kind of common 14 A. Yes. 15 areas that we have would take an immense amount of 15 Q. You see that the mower itself cost just 16 time with just a push mower. Soto be able to move 16 over $5,000; is that correct? 17 swiftly and cut wider swaths, it eliminates a lot of 17 A. That is correct. 18 time. 18 Q. And are you aware of the fact that a 19 Q. Do you know anything more about this 19 replacement can only qualify as a capital expenditure 20 sit -on mower? We're going to have Mr. Gonzalez 20 if it's over $5,000? 21 testify. 21 A. Not 100 percent aware of that. 22 A. That's it. I know that he is very expert 22 Q. Are you aware of the fact that there are 23 at running it'cuz he was, you know, in charge, at 23 sitting mowers that are sold for much less than 24 least at one point, of the maintenance -- 24 $5,000? 25 Q. Okay. 25 A. I'm not. Page 55 Page 57 15 (Pages 54 to 57) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 Q. Can you tell us today what benefit would 1 Q. And how long have you lived at the park, 2 be derived to the residents of buying a more expensive 2 Mr. Heine? 3 sitting mower rather than a cheaper one? 3 A. Living in the park? 4 A. Well, the benefits to the residents, you 4 Q. Yes. 5 know, from personal experience, if we don't maintain 5 A. 22 years. 6 the landscaping in really good condition, I hear about 6 Q. So you've been in the park for the last 7 it and get complaints because they feel that we have 7 three years? 8 an obligation to make it as beautiful as possible for 8 A. Yes. 9 them. 9 Q. Do you ever see anybody mowing the 10 Q. But, Mr. Andrews, you can't think of any 10 property? 11 reason why a more expensive mower would benefit the 11 A. Every week. 12 residents more than, say, a cheaper mower? 12 Q. And what kind of mowers do you see them 13 A. Less expensive mowers tend to be less 13 using? 14 quality. 14 A. I've seen three kinds. Several years ago 15 Q. Okay. And you mentioned that you 15 I saw the sitting mower that's been described here. 16 test -rode the mower; is that right? 16 Recently, I see the outside contractor using one that 17 A. Yes. 17 is motorized, but he walks behind it. I've seen a 18 Q. But that's the only time that you ever 18 second one where he stands on a little rail on a 19 used this mower? 19 motorized mower. 20 A. Personally, yes. 20 MR. BERNSTEIN: That's all the testimony that 21 Q. Isn't it also true that now a landscaping 21 we're seeking at this point. 22 contractor is brought in to do the mowing on site for 22 THE ARBITRATOR: Moving on. 23 the most part? 23 No. 5, drainage improvements, the last item 24 A. Inside, yes. 24 in 2013. 25 Q. And they don't make use of this Kawasaki 25 /// Page 58 Page 60 1 mower? 1 ISSUE - DRAINAGE IMPROVEMENTS 2 A. That is correct. 2 JENNIFER BARRETT 3 Q. Okay. No further questions. 3 DIRECT EXAMIINATION BY MR. MORAN 4 I'm sorry. May I ask one more question? 4 MR. MORAN: Q. Why don't you tell us what 5 THE ARBITRATOR: Go ahead, but let's move 5 this item is. We're looking at No. 5, May 12, 2013, 6 along. It's a mower. 6 Linscott Engineering Contractors, $12,708? 7 MR. BERNSTEIN: It's a lot of money for our 7 A. So we have two separate jobs that were 8 clients, Mr. Baskin. 8 considered here, and I believe we sent last week the 9 Q. Mr. Andrews, it's the intent going 9 proposals that went with these. 10 forward to continue to use an outside contractor for 10 So we have No. 79, where we removed and 11 mowing, isn't that true? 11 replaced a roll of -- there was -- and replaced some 12 A. Yes. 12 concrete that was rolled up that was causing some 13 MR. BERNSTEIN: Okay. No further questions. 13 drainage problems, so they removed and replaced the 14 THE ARBITRATOR: All right. Next, No. 5. 14 concrete and the asphalt for better drainage, and that 15 MR. COOPER: I think we have some direct 15 is on the February 19th, 2013, proposal. 16 examination that we'd like to do with our clients on 16 And then if we move to -- that one is in the 17 the mower. 17 amount of $7,109. 18 THE ARBITRATOR: Okay. Go ahead. 18 Then if we go to the second one, which is No. 19 MR. BERNSTEIN: We'll keep it brief. 19 67, they also removed and replaced existing concrete 20 ROBERT HEINE 20 gutter, 85 linear feet, and the adjoining asphalt and 21 DIRECT EXAMINATION BY MR. BERNSTEIN 21 replaced it for better drainage as well. 22 MR. BERNSTEIN: Q. Mr. Heine, will you 22 MR. MORAN: Can I see Exhibit A, Mr. Baskin? 23 introduce yourself for the record? 23 THE ARBITRATOR: [Arbitrator complied.] 24 A. I'm Dick Heine. I'm the president of the 24 MR. MORAN: Q. Jennifer, we're looking at 25 homeowners' association. 25 this March 18th, 2013, invoice, and it has some Page 59 16 (Pages 58 to 61) AMERICAN REPORTING SERVICES (800) 624-8688 Page 61 PROCEEDINGS - 7/19/16 1 numbers. No. 79, $7,109; No. 67, $5,599. Do those 1 A. [Witness nodded head.] 2 numbers correspond to unit numbers? 2 Q. How is it organized? 3 A. They do. 3 A. By vendor name. 4 Q. So looking at Exhibit A, the Contempo 4 Q. How is it that you were able to locate 5 Marin map, we can find Units 79 and 67, and that's 5 this document and determine that it related to the 6 where the work was performed? 6 petition? 7 A. Correct. 7 A. By looking at the files. 8 Q. Have you spoken with anybody about this 8 Q. So you -- maybe I can summarize. You 9 particular capital expenditure for the work that was 9 would have seen that this was a Linscott Engineering 10 performed by Linscott Engineering? 10 expense, opened the file cabinet, known from the 1 I A. No, I have not. 11 petition that we were talking about the Linscott 12 Q. You said you reviewed a proposal in 12 Engineering expenditure, and seen it in the Linscott 13 regard to this? 13 Engineering file? 14 A. I did. 14 A. So we met at the property, and Robert 15 Q. And is that the proposal dated 15 actually personally pulled the file. 16 February 19th, 2013 -- 16 Q. Understood. 17 A. Yes, it is. 17 Does ELS keep similar files for its other 18 Q. -- that we provided last week? I'm 18 vendors? 19 looking for a copy. 19 A. During this time period, we did keep 20 And that's the proposal that's referenced in 20 everything in the file cabinet. Now, everything is 21 the invoice? 21 computerized, and it's all in the back office system. 22 A. Yes, it is. 22 So the answer is yes for this time period; 23 THE ARBITRATOR: So why don't we -- Neil, 23 today it would be in a computer. 24 what you gave me -- I think you saw these, Nate? 24 Q. And in connection with your preparation 25 MR. COOPER: Yes. 25 for this arbitration, did you look for invoices or Page 62 Page 64 1 THE ARBITRATOR: Why don't we mark this C. 1 additional documentation relating to the other vendors 2 (Petitioner's Exhibit C was marked for 2 who performed services that are at issue in the 3 identification and received into evidence.) 3 petitions here? 4 THE ARBITRATOR: So I have C, which consists 4 A. No, just this one. 5 of two pages. One is a Linscott Engineering proposal 5 MR. COOPER: I don't have any further 6 with regard to No. 67, and the other one is regarding 6 questions. 7 No. 79. 7 THE ARBITRATOR: Okay. Neil? 8 THE WITNESS: Correct. 8 MR. MORAN: Okay. Let's go to the 2014 9 THE ARBITRATOR: Okay, go ahead. 9 petition. 10 MR. MORAN: Your witness. 10 THE ARBITRATOR: Well, before we do that, let 11 CROSS-EXAMINATION BY MR. COOPER 11 me invite a question to Counsel, okay? And I elicit 12 MR. COOPER: Q. Ms. Barrett, looking at 12 your -- or enlist your support in understanding it. 13 Exhibit C, did you provide these documents to Counsel 13 So it strikes me that when I read these 14 personally? 14 invoices, it's a little hard to tell whether or not 15 A. Yes. 15 this is a maintenance or repair item of existing 16 Q. Where did you obtain these documents? 16 drainage systems or if it's a -- its not a capital 17 A. From the files at Contempo Marin. 17 replacement item because they're not talking about 18 Q. When did you obtain them from the files 18 replacing the whole drainage system, and so it's not a 19 at Contempo Marin? 19 $5,000 minimum item under capital replacement. 20 A. Last Thursday. 20 So then the question is is it a capital 21 Q. And can you describe, when you say "the 21 improvement -- I think I'm being called upon to 22 files," is that an electronic file or a file cabinet? 22 determine whether it's a capital improvement or if 23 Where did you finds the documents? 23 it's a maintenance and repair item And this 24 A. File cabinet. 24 analysis -- this required analysis will come up with 25 Q. It was a file cabinet? 25 some other items that are coming up later, so I Page 63 Page 65 17 (Pages 62 to 65) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 thought maybe I'd invite a little bit of discussion by 1 Q. -- it will extend -- have a useful life 2 Counsel on the issue. 2 that will last longer than one year? 3 Maybe, Matt, this is something that fits into 3 A. Yes. 4 what you were thinking about that would come at the 4 Q. And most likely for many years? 5 end, but the timing is good now because it will help 5 A. Yes. 6 with your -- how you address subsequent issues as they 6 MR. COOPER: I think -- I don't have any 7 come up. 7 questions for the witness. 8 So what would you say, first, since it's your 8 I think maybe I can provide a bit of response 9 burden of proof, Neil, with regard to how I can 9 to your question about -- 10 determine whether or not this is a capital improvement 10 THE ARBITRATOR: Yeah, that's kind of what I 11 item or is it a maintenance and repair item? 11 had in mind. 12 MR. MORAN: Well, I'm glad you brought it up 12 MR. COOPER: I think we would have 13 Mr. Baskin. I would, on this item, ask a few other 13 appreciated hearing in ELS' brief whether they 14 questions of my witness, Jennifer Barrett. 14 believed items were replacements or improvements, and 15 THE ARBITRATOR: Go ahead. 15 that would have at least gotten us past kind of a 16 REDIRECT EXAMINATION BY MR. MORAN 16 threshold inquiry there, and then we could focus on 17 MR. MORAN: Q. Jennifer, did you — do you 17 whether it's capital or maintenance. 18 have an understanding of what the condition was that 18 I think Mr. Jaccard's point here is -- 19 necessitated this work by Linscott Engineering, these 19 relates to the language of the statute or the 20 drainage improvements? 20 ordinance in the definitions of replacements or 21 A. I do not. 21 improvements, and we would acknowledge that the 22 Q. Was there -- were you told there was some 22 ordinance says that if it extends the useful life of 23 drainage problem there? 23 an asset, appreciably extends the usable life, that it 24 A. I wasn't told. I read it in the 24 qualifies. 25 proposal. 25 And I don't think we really have much of a Page 66 Page 68 1 Q. And what are you referring to in the 1 disagreement about whether this one qualifies, but we 2 proposal in that regard? 2 do have an objection to the timeliness of the 3 A. Where it states "remove and replace 3 information that we received about this item and the 4 concrete rolls and adjoining asphalt to accommodate 4 fact that we didn't get any information about what 5 new curb with proper slope for drainage." 5 work was done, despite the fact that it was available, 6 Q. What do you understand from that about 6 until just the eve of this arbitration, and we'll 7 the drainage that existed before this work was done? 7 address that separately at a later time. 8 A. What do you mean by that? 8 But there are other points that we could make 9 Q. Sure. 9 about the difference between a capital replacement and 10 Where it says "improve drainage," from your 10 a maintenance and repair item. If you'd like, I can 11 duties at -- excuse me, "proper slope for drainage," 11 point you to something here, I know it's not really 12 do you have an understanding of what that means? 12 the issue with this specific item that we're 13 A. I would be assuming -- 13 discussing, but -- 14 Q. Okay. 14 THE ARBITRATOR: Why don't we wait, then, 15 A. -- what that means. 15 until we get to it. 16 Q. I'll deal with it with Mr. Gonzalez•, 16 MR. COOPER: Sure. 17 that's fine. 17 THE ARBITRATOR: All right. Thank you. 18 MR. MORAN: I don't have any more questions 18 MR. BROWN: Just one housekeeping matter. 19 of this witness on that line. 19 THE ARBITRATOR: Sure. 20 MR. JACCARD: I have a few questions for 20 MR. BROWN: I may have missed it, but when 21 Jennifer. 21 Dick testified on, maybe the item before last or two 22 DIRECT EXAMINATION BY MR. JACCARD 22 items ago, I don't know if he was sworn in. 23 MR. JACCARD: Q. Jennifer, this concrete 23 THE ARBITRATOR: Yes, he was. 24 work that was done -- 24 MR. BROWN: Okay. Obviously, I did miss it, 25 A. Yes. 25 so if -- Page 67 18 (Pages 66 to 69) AMERICAN REPORTING SERVICES (800) 624-8688 Page 69 PROCEEDINGS - 7/19/16 1 THE ARBITRATOR: And if he wasn't -- 1 A. Right here [indicating]. 2 MR. BERNSTEIN: He was. 2 Q. And for the record, why don't you circle 3 THE ARBITRATOR: That's a good thing, though. 3 the clubhouse and initial it. 4 MR. BROWN: I just wanted to make sure we 4 A. [Witness complied.] 5 didn't have a problem on the record later. 5 Q. And -- 6 MR. BERNSTEIN: Dick is slippery like that. 6 THE ARBITRATOR: I've drawn a little line on 7 MR. MORAN: He's as honest as the day is 7 here, "Clubhouse." 8 long. 8 MR. MORAN: Q. And other than the office, is 9 MR. BROWN: I might just add, we can always 9 the rest of the clubhouse facility there for the park 10 count on Max here for the one-liners, as you've seen. 10 residents? 11 THE ARBITRATOR: All right. Were moving 11 A. I actually would say that the office is 12 along to the 2014 petition, and we're now at No. 6 as 12 there for the residents as well. The entire building 13 I've -- 6 and 7, really. 13 is there for the residents. 14 Neil? 14 Q. Right. But your company's employees use 15 MR. MORAN: Just a second. I lost my 15 the office? 16 numbering system 16 A. Yes. 17 ISSUE - HVAC 17 Q. And then the rest of the clubhouse, I 18 DIRECT EXAMINATION BY MR. MORAN 18 think you said, one room was the cardio. Tell us 19 MR. MORAN: Q. Jennifer, on the 2014 19 what's in that room. 20 petition, Nos. 6 and 7 involved Caron, C -A -R -O -N, 20 A. Cardio equipment. We have an elliptical, 21 Climate Control. The first item is $14,400. 21 we have treadmills, and I think we have a bike in 22 Tell us about that. 22 there as well. 23 A. This is for replacement of the HVAC 23 Q. So exercise equipment? 24 system in the clubhouse. 24 A. Yes. 25 Q. And just to make a full record, since our 25 Q. And is that there for the residents of Page 70 Page 72 1 nice court reporter is here, "HVAC" is heating, 1 Contempo Marin? 2 ventilation and air conditioning, correct? 2 A. Yes. 3 A. Correct. 3 Q. And before it had cardio, and that is 4 THE ARBITRATOR: Are the clubhouse and the 4 exercise equipment, was that a -- was there a pool 5 office -- excuse me for interrupting -- the clubhouse 5 table there? 6 and office, is that a single building? 6 A. Yes. 7 THE WITNESS: Yes. 7 Q. And then you described the library. 8 MR. MORAN: Q. Why don't you describe what's 8 What's in there? 9 in the clubhouse? 9 A. Lots of books and bookshelves and, I 10 A. So in the clubhouse, we have the office, 10 think, five or six tables. 11 the management office to the left. To the right is 11 Q. And is that area for the residents? 12 the cardio room. If you keep going down to the right, 12 A. Yes, it is. 13 we have a library area. And then below, there's a 13 Q. And then did you say there was a seating 14 nice seating area with couch and TV for our residents. 14 area -- 15 Then we have a large meeting room. And to the other 15 A. Yes. 16 left, we have the weight room, and then we have some 16 Q. -- in the center? 17 restrooms. 17 A. Yes. 18 Q. And on Exhibit B -- what did we call it, 18 Q. Same thing; it's for the residents? 19 Bl? 19 A. Yes. 20 THE ARBITRATOR: Yes. 20 Q. And then you said there are meeting 21 MR. MORAN: Can I have her refer to that? 21 rooms? 22 It's behind you. 22 A. Meeting room, a large meeting room. 23 THE ARBITRATOR: Yep. Okay. 23 Q. Meeting room. And are the homeowners' 24 MR. MORAN: Q. Why don't you point out, 24 association meetings conducted there? 25 Jennifer, where the clubhouse is? 25 A. I believe that's where they hold the Page 71 Page 73 19 (Pages 70 to 73) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 majority of their meetings. 1 Q. Do you know what portions of the building 2 Q. So what is the HVAC -- so what areas of 2 those units serve? 3 the clubhouse do the new heating, ventilation, and air 3 A. No, I couldn't say which one does what. 4 conditioning system serve? 4 Q. Do you know whether one of those units 5 A. The entire clubhouse. 5 serves the office and one serves the remainder of the 6 Q. Okay. And what was the amount of that 6 clubhouse? 7 expenditure? 7 A. I don't know. 8 A. $14,400. 8 Q. Do you know what the state of the 9 Q. And was there an associated expenditure 9 prior -- well, let me withdraw that and ask am I 10 of $1,720? 10 correct that these units replaced two existing units 11 A. Yes. 11 that were already at the property, if you know? 12 Q. What was that for? 12 A. I don't know. 13 A. For the titling and permitting. 13 Q. There was an HVAC system prior to this 14 Q. What was the titling? 14 work being performed, correct? 15 A. Titling is the Title 24 building analysis 15 A. I don't know. I would be assuming, but I 16 and documentation and permits. 16 would assume, yes, there was. 17 Q. Title 24, is that a government 17 Q. And safe to say that you don't have any 18 requirement? 18 information about the -- whether the prior HVAC 19 A. Yes. Actually, Title 24, I believe, is 19 system, if there was one, was in working order? 20 state. 20 A. I do not have knowledge of that. 21 Q. Right, state government requirement? 21 Q. Do you know how ELS determined that -- 22 A. Right, state. 22 what the decision-making process was when it decided 23 Q. And the company paid that for that 23 to undertake this project? 24 expenditure? 24 A. I can speak to overall what our 25 A. Yes. 25 decision -process making is when it comes to replacing Page 74 Page 76 1 Q. And do you think it benefits the 1 heating and AC units. We have -- we have them 2 residents of the facility? 2 assessed. We always repair when we can, and sometimes 3 A. Yes. 3 they've reached a useful life, and we need to replace 4 Q. All right. 4 the system with a new one. 5 MR. MORAN: That's all I have on this one. 5 Q. Thank you. 6 THE ARBITRATOR: Okay. Nate? 6 But you have no specific knowledge about 7 CROSS-EXAMINATION BY MR. COOPER 7 whether that was the process that led to this 8 MR. COOPER: Q. Ms. Barrett, were you 8 replacement? 9 working at Contempo Marin at the time that the HVAC 9 A. Our company's pretty firm about our 10 units were replaced? 10 policies on that stuff. 11 A. It's right about that time period that I 11 Q. Do you know who would have been in that 12 was taking over as senior. I did not have anything to 12 decision-making process? 13 do with this in particular, but I was just getting 13 A. During this time, it would have been Beau 14 involved. 14 Robinson [phonetic], and the manager at the time, I 15 Q. You weren't involved with the replacement 15 believe, was Peter -- Peter Maxwell. 16 when it happened? 16 MR. COOPER: I don't have any further 17 A. No. 17 questions. 18 Q. I'm looking at the invoice Caron Climate 18 THE ARBITRATOR: Okay. 19 Control. Are you on that same page? And it says: 19 REDIRECT EXAMINATION BY MR. JACCARD 20 "Replaced HVAC No. 1 and HVAC Unit No. 2." 20 MR. JACCARD: Again, I just have one quick 21 Am I to understand that there are two 21 additional question. 22 separate HVAC units? 22 Q. How old is that building? 23 A. I have not been up on the roof to verify 23 A. 1970, when the park was built. 24 that there are two. I'm assuming that's what this is, 24 THE ARBITRATOR: Okay. Moving on, No. 8 is 25 yes. 25 the lagoon pump. Page 75 20 (Pages 74 to 77) AMERICAN REPORTING SERVICES (800) 624-8688 Page 77 PROCEEDINGS - 7/19/16 1 MR. KIMES: Neil, can I -- 1 capital improvements. 2 Can I speak with Neil for a moment, please? 2 MR. MORAN: You're 100 percent correct. 3 THE ARBITRATOR: Sure, let's make it short, 3 So this declaration satisfies that 4 please. 4 requirement in the City's ordinance. 5 [Short recess.] 5 THE ARBITRATOR: Anything you want to say 6 MR. MORAN: Thank you for the break. 6 about that? 7 THE ARBITRATOR: Okay. 7 MR. COOPER: Only that I'm not sure that any 8 MR. MORAN: I don't have anything additional 8 of these items here that we're talking about are 9 on Items 6 or 7. 9 capital improvements. Again, we have been provided 10 On Item 8, after talking to my clients about 10 with ELS' position on that. We discussed the item 11 it, we withdraw Item 8. This is Linscott Engineering 11 previously that -- the drainage improvements that we 12 $5,627 and some cents. On reflection and reading the 12 effectively conceded that. I'm just unclear about 13 narrative in the document that we submitted, we do not 13 whether any of the remaining items, or the items that 14 believe it qualifies as a capital replacement and 14 we discussed previously, are being analyzed as capital 15 capital improvement, and we therefore do not seek to 15 improvements and if not, then wonder whether this 16 pass the expenditure through to the homeowners. 16 declaration is relevant. 17 THE ARBITRATOR: Okay. 17 THE ARBITRATOR: Okay. I mean, I look at it 18 MR. COOPER: We appreciate that. 18 from the issue of whether or not something is a 19 THE ARBITRATOR: Okay. And then you've 19 capital improvement is a fact -based issue. The dollar 20 already withdrawn 9, 10, 11 and 12. 20 amount for purposes of the ordinance is only pertinent 21 MR. JACCARD: That's correct. 21 in a capital replacement question. As to capital 22 THE ARBITRATOR: So that concludes us on 22 improvement, the IRS minimum standard is one thing; 23 2014. 23 what you do as an office policy is something else. 24 MR. MORAN: While we have a moment -- 24 So it's not exactly the cost of the item that 25 THE ARBITRATOR: Let's go off the record for 25 is pertinent; it's really what is the subject matter Page 78 Page 80 1 a moment. 1 issue and whether or not it meets the definition under 2 MR. MORAN: I'll ask the court reporter to 2 the City's ordinance. So, I mean, I'll just have to 3 mark the declaration of Ann Wallin and Jill Price. 3 infer what it is and move on. 4 (Petitioner's Exhibit D was marked for 4 All right. We might as well get started on 5 identification and received into evidence.) 5 the 2015 petition. 6 THE ARBITRATOR: You're moving on to the 2015 6 MR. MORAN: Yes. Let's take up, if its all 7 petition. 7 right, 13 and 14, which are the roofing, July 9, 2015, 8 And did you want to break in on these 8 Thomas Brooke Roofing, $34,250. And I have as Item 14 9 declarations before we got to that? 9 the August 18, 2015, expenditure for the same 10 MR. MORAN: Yes, I asked the court 10 contractor, Thomas Brooke Roofing, for $39,750. 11 reporter -- 11 ISSUE - ROOFING 12 THE ARBITRATOR: That might even take us to 12 DIRECT EXAMINATION BY MR. MORAN 13 lunch. 13 MR. MORAN: Q. Jennifer, can you tell us 14 MR. MORAN: One of the, as you know, 14 what these items are? 15 requirements of the ordinance is that the — on 15 A. Yes, it's replacement of the roof on the 16 capital replacements that the expenditures have been 16 clubhouse at Contempo Marin. 17 amortized over the useful life pursuant to the 17 Q. And were you working -- did your 18 provisions of the Internal Revenue code and Internal 18 responsibilities include Contempo Marin at the time 19 Revenue regulations, so we've submitted a declaration 19 these improvements -- at the time these expenditures 20 of Ann Wallin and Jill Price. 20 were made? 21 MR. COOPER: Just let me interrupt, and I 21 A. Yes. 22 apologize, to correct the record. You said capital 22 Q. Can you tell us about the process that 23 replacement, l believe -- 23 led to this expenditure? 24 MR. MORAN: Thank you. 24 A. Sure. 25 MR. COOPER: -- I think you're talking about 25 I actually started this process in 2014 in Page 79 Page 81 21 (Pages 78 to 8l ) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 trying to find a vendor to replace the roof at 1 A. I believe that it was all board members 2 Contempo Marin. We met with several vendors 2 at that particular meeting. 3 throughout a seven- or eight-month period of time, and 3 Q. Who was there? 4 I just wasn't satisfied with the proposals that we 4 A. Dick was there. 5 were receiving. We were receiving proposals anywhere 5 Q. Mr. Heine -- 6 from 120,000 to $150,000, and I just wasn't — I 6 A. Correct. 7 didn't think that was a fair price to replace the roof 7 Q. -- the president? 8 at Contempo Marin. 8 A. Correct. Keith was there. 9 So Robert actually had worked with this 9 Q. Mr. Meloney, the past president? 10 gentleman in the Central Valley and asked if he could 10 A. Correct. 11 go ahead and contact this vendor and have him come and 11 There was, I believe, three other board 12 give us a proposal for the roof. 12 members there. I don't have their names off the top 13 Q. Just a second. That would be Robert 13 of my head. 14 Andrews, your community manager at Contempo Marin? 14 MR. HEINE: I believe Carol Wells was there. 15 A. Yes. 15 THE WITNESS: Yes. 16 Q. Okay. 16 THE ARBITRATOR: It's hard for the court 17 A. And Thomas Brooke came out to the 17 reporter to hear. 18 property on several occasions, and his proposal was 18 MR. MORAN: Carol Wells was there. And Pat 19 very fair. Unfortunately, I could not get it done in 19 somebody? 20 the 2014 time period because of scheduling purposes, 20 MR. HEINE: Patrick Lynch, and one other. 21 so we actually moved the roof into the new year and 21 No, it was just the four of us. 22 began the roof in the new period. 22 THE ARBITRATOR: All right. 23 Q. In 2015? 23 THE WITNESS: No, I think there was one more, 24 A. Correct. 24 and I think there was one more. 25 Q. Did you see any part of the work while 25 MR. MELONEY: I think it was an older lady. Page 82 1 the contractor was there performing the roofing work? 1 2 A. I didn't see any of the work that was 2 3 being performed. What I was involved with — and the 3 4 HOA was there and met this gentleman -- I was involved 4 5 in the meeting of the vendor. We were actually 5 6 meeting for a separate reason with the HOA where the 6 7 vendor brought out several of the — brought out the 7 8 roofing material that we were going to use — it's a 8 9 very unique roof at Contempo Marin — and brought out 9 10 colors that we could choose from, and I took the 10 11 opportunity for the HOA to meet the vendor and take a 11 12 look at the product. 12 13 Q. And the vendor being the roofer? 13 14 A. Correct. 14 15 Q. And when did those -- that meeting take 15 16 place? 16 17 A. I don't have an exact date on when the 17 18 meeting took place. 18 19 Q. And did you say you consulted with the 19 20 homeowners' association about what colors to pick for 20 21 the roofing material? 21 22 A. They were a part of that, yes. 22 23 Q. Were different colors of roofing shown 23 24 to -- were they board members of the homeowners 24 25 association? 25 Page 83 22 (Pages 82 to 85) Page 84 I don't know if it was one of the twins. THE WITNESS: And, of course, Robert was there as well. MR. HEINE: Sheryl Clark. MR. MELONEY: Megan Clark. THE ARBITRATOR: All right. Megan Clark might have been there. MR. BROWN: We'll have some cross on that point later. MR. MORAN: Q. Have there been any leaks in the clubhouse roof since this work was done? A. No, not that I'm aware of. THE ARBITRATOR: If I may? MR. MORAN: Yeah. THE ARBITRATOR: Prior to the replacement of the roof in 2015 at the clubhouse, are you aware of there having been a replacement of the roof before that? THE WITNESS: No. THE ARBITRATOR: As far as you know, was there ever a replacement roof, or was that the original roof? THE WITNESS: I believe this was the original roof, and that was the contractor's belief as well. THE ARBITRATOR: When you were talking to AMERICAN REPORTING SERVICES (800) 624-8688 Page 85 PROCEEDINGS - 7/19/16 1 them -- 1 2 THE WITNESS: Yes. 2 3 THE ARBITRATOR: -- that was their opinion. 3 4 THE WITNESS: Yes. 4 5 THE ARBITRATOR: So it was a 1970 roof that 5 6 was being replaced? 6 7 THE WITNESS: Yes. 7 8 THE ARBITRATOR: All right. Nate? 8 9 CROSS-EXAMINATION BY MR. COOPER 9 10 MR. COOPER: Q. What was the impetus for 10 11 examining whether to replace the roof? Leaks, for 11 12 example, or known problems with the roof, or as part 12 13 of the routine upgrading of the property? 13 14 A. I was aware of one leak in the -- in 14 15 the -- if you walked in the office, and there's a 15 16 storage area where all of the tables are kept for the 16 17 parties, and I was aware that there was a leak in 17 18 there. So when we had that looked at, it was noted 18 19 that we needed a new roof altogether. 19 20 Q. And you mentioned, I recall, you called 20 21 it a unique roof. Can you describe the roof there? 21 22 A. It's the design of the roof. It's not a 22 23 typical pitched roof or a flat roof. It actually 23 24 has -- it's metal, and it goes up and then over and 24 25 then down. It's a very unique style to the property. 25 know. Q. Are you aware of what part of the roof was the source of the leaks? A. On this map? Q. Um-hm. A. No, I couldn't pinpoint where it's at. Q. You don't know -- well, do you know whether it was leaking on the flat, potentially, gravel and tar portion on the top, or on the sloped portions on the sides? A. I know that there was a leak in the flat area. Q. On the flat part. And when you spoke with the contractors, did you discuss the cost for just repairing the leaks on the flat portion? A. When we originally started the process, yes. Q. Do you remember what the cost estimates were for those, if you received any? A. They recommended replacement. There was no -- it wasn't a repairable situation. Q. Replacement of the -- A. The roof. Q. Of the portion of the roof -- well, the Page 86 Page 88 1 Not one I have ever dealt with before. 1 portion of the roof that's flat or of the entire -- 2 Q. I've seen it. 2 A. The entire roof. 3 And if you look at Exhibit B here, maybe you 3 Q. Do you know why they recommended the 4 can just speak to that? 4 replacement of the pitched portions together with the 5 A. Sure. 5 flat portion? Did they discuss that at all? 6 Q. And show Mr. Baskin. 6 A. It had reached its useful life. 7 A. Sure. So the roof, you can see, it's got 7 Q. Do you have a belief as to whether the -- 8 a center. The roof goes up and over and then down, 8 withdraw that. 9 and it's all metal. 9 May I have just one moment to confer with my 10 THE ARBITRATOR: Okay. 10 colleague here? 11 MR. COOPER: Q. And the center, is the 11 THE ARBITRATOR: You may. 12 center metal as well? I see that in this color image, 12 MR. COOPER: I don't have any further 13 it looks grey. 13 questions. 14 A. I don't know if it's metal or not. 14 THE ARBITRATOR: Okay. 15 Q. Is it a possible that it's a gravel and 15 MR. COOPER: Or witness on that. 16 tar -- 16 THE ARBITRATOR: All right. Why don't we, 17 A. Yes, it is -- 17 just -- for since we're talking about roofs, jump to 18 Q. -- flat roof? 18 No. 19. 19 A. -- possible. 19 MR. MORAN: Yes. 20 Q. Are you aware -- you also see on this 20 THE ARBITRATOR: And talk about that, and 21 image a couple little areas where it looks like 21 then we'll take our break. 22 there's equipment. Are those the HVAC units that we 22 MR. MORAN: So No. 19, for the record, is 23 talked about earlier? I think you said that they were 23 August 18, 2015, Thomas Brooke Roofing. The amount is 24 up on the roof. 24 $5,250, and I believe it pertains to the laundry room 25 A. I'm going to assume they are. I don't 25 roof. Page 87 Page 89 23 (Pages 86 to 89) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 DIRECT EXAMINATION BY MR. MORAN 1 A. Sure. That would be the re -roofing of 2 MR. MORAN: Q. Jennifer, when you find that 2 the red panels, the replacement of the red panels. 3 invoice -- 3 Q. You're indicating the sloped portion? 4 THE ARBITRATOR: Before you do that, where's 4 A. Yes, it matched the clubhouse; it was the 5 the laundry room? 5 exact design. 6 THE WITNESS: The laundry room is right here 6 THE ARBITRATOR: Same design? 7 [indicating]. 7 THE WITNESS: Yes. 8 THE ARBITRATOR: Just opposite the pool from 8 THE ARBITRATOR: Okay. 9 the clubhouse? 9 MR. MORAN: Q. What does R -panel mean? 10 THE WITNESS: Yes. 10 That's the letter R, Rosco. 11 THE ARBITRATOR: All right. 11 Do you know what that means? 12 MR. MORAN: Q. Did she mark your original 12 A. I don't. 13 exhibit? Sometimes these things get appealed. 13 Q. Okay. 14 THE ARBITRATOR: Okay. 14 A. I'm going to have to do some studying. 15 MR. MORAN: I've made a lot of -- anyway, 15 Q. Yes. No, not today. 16 strike that. 16 A. "Install new modified" -- 17 THE ARBITRATOR: Here we go. 17 Q. Bitumen? 18 THE WITNESS: [Witness complied.] 18 A. -- "bitumen on flat area, not included 19 THE ARBITRATOR: Okay. 19 with the metal roof portion, $1,100." 20 MR. MORAN: Q. So you've circled the laundry 20 And then "new gutter and downspouts for $950, 21 room area on Exhibit B in a purple pen? 21 a colonial red color to match the roof." 22 A. Correct. 22 Q. What role did you have in authorizing 23 THE ARBITRATOR: I've done the extension in 23 this work? 24 case we need to refer to it. 24 A. I had to approve. 25 MR. MORAN: Thank you. 25 Q. Did you ever speak to the contractor Page 90 Page 92 1 Q. Jennifer, is there an invoice that 1 about this? 2 pertains to this item? 2 A. Yeah, I met with the contractor, yes. 3 A. Yes, there is. 3 Q. And what discussions did you have with 4 Q. What's the date of the invoice? And it 4 him about the necessity for this work? 5 is attached to our hearing brief as Exhibit C. 5 A. The roof was the same age as the 6 A. August 18th of 2015. 6 clubhouse. We had also had a compromising situation 7 Q. And it says in part, "Re -roof laundry 7 where a car had crashed into the laundry room area and 8 building"? 8 compromised the roof as well. The entire left side of 9 A. Correct. This is roofing of laundry 9 the building had to be replaced. 10 building. 10 Q. Let's go back to this car crash. hi what 11 Q. Tell us what you know about that. 11 year did this happen? 12 A. So the roof on the laundry room was the 12 A. I believe it was last year. 13 same age and condition of the roof on the clubhouse 13 Q. That would be 2015? 14 building, so we made the decision at that time to 14 A. Yeah, yes. 15 replace that as well. 15 Q. In what season or month? 16 Q. In looking at the August 18th, 2015, 16 A. I would have to refer to Robert or maybe 17 invoice there are three subtotals or sub -items, I 17 Keith. 18 guess. 18 Q. Tell us what you know about this car 19 Why don't you take us through each one of 19 crash. 20 those? 20 A. That somebody hit the building and left. 21 A. Sure. 21 Q. In a car? 22 So the roofing of the laundry building with 22 A. Yes. 23 the metal R -panel was $3,200. 23 Q. And what does that have to do with the 24 Q. Before you go on, would you tell us what 24 roof? 25 that means? 25 A. Nothing. Page 91 Page 93 24 (Pages 90 to 93) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 Q. Well -- 1 A. Yes. 2 A. I felt that it compromised the building. 2 Q. Did you believe it was necessary? 3 Q. In what way? 3 A. Yes. 4 A. The whole left side of the building had 4 Q. Why? 5 to be replaced. There was a big hole in the building. 5 A. Normally, when you're replacing a roof, 6 Q. Like a wall? 6 you replace the downspouts and gutters at the same 7 A. Yes -- 7 time. 8 Q. Okay. 8 Q. And have you ever done that on other 9 A. -- and the washers and dryers. 9 properties that were owned by ELS? 10 Q. What -- tell us about the washers and 10 A. Yes. 11 dryers. What happened to them? 11 Q. Were gutters and downspouts replaced on 12 A. I believe we had to replace the washers 12 the clubhouse? 13 and dryers and the plumbing in that area. 13 THE ARBITRATOR: If you know. 14 Q. And for this damage to the exterior wall 14 THE WITNESS: Yes. 15 of the laundry building, was it one foot -- from the 15 THE ARBITRATOR: Okay. 16 ground up, one foot or two foot, or how high did the 16 MR. MORAN: Q. With respect to the laundry 17 damage extend? 17 building, have there been any leaks since this work 18 A. I think it was six feet high. 18 was done? 19 Q. Did you ever see it? 19 A. No. 20 A. Yes. 20 Q. Okay. 21 Q. Can you describe how tall, how wide, the 21 MR. MORAN: I don't have any questions on 22 damage was to this exterior wall? 22 this item with Jennifer anymore. 23 A. So it was probably six by six. 23 THE ARBITRATOR: Okay. Nate? 24 Q. Six inches? 24 CROSS-EXAMINATION BY MR- COOPER 25 A. Feet. 25 MR. COOPER: Q. Jennifer, you said that the Page 94 Page 96 1 Q. Okay. All right. 1 laundry room roof was the same age as the clubhouse 2 And when you were talking to the -- this is 2 roof? 3 the same contractor who did the clubhouse roof? 3 A. Yes. 4 A. Yes, it is. 4 Q. And the basis for that understanding was? 5 Q. And when was the work -- the roofing work 5 A. The contractor. 6 on the laundry building, was that contemplated at the 6 Q. That's what the contractor told you. Do 7 same time as the roofing work on the clubhouse? 7 you know approximately how old that was? Or what is 8 A. Yes. 8 your understanding as to how old the -- 9 Q. So as I understand your testimony, is it 9 A. Original; that was my understanding. 10 correct that there's two components to the laundry 10 Q. You testified previously about the age of 11 room roof? There's the sloped metal part of the roof, 11 the building. Can you remind me? 12 and then there's a flat area; is that right? 12 A. The '70s. 13 A. I'm not for sure on the flat area. I 13 Q. Were you aware of any specific problems 14 know the sloped area. 14 with the laundry room roof? 15 Q. Okay. Says, the second item: "Install 15 A. No. 16 new modified bitumen on flat area." 16 Q. Were you aware of any leaks -- putting 17 A. Yeah, that's about the center. 17 aside the car crash, were you aware of any leaks of 18 Q. The center? 18 the laundry room? 19 A. Center of the roof. 19 A. No, just the metal was rotting in some 20 Q. Okay. And then what discussion, if any, 20 areas. 21 was there about new gutters and downspouts? 21 Q. What areas? 22 A. I don't think there was any discussion on 22 A. In corners of the building. 23 the gutters and downspouts. 23 Q. And let's talk about the car crash 24 Q. Why were they -- did you authorize this 24 quickly. 25 $950 expenditure? 25 I think you said during your prior testimony Page 95 Page 97 25 (Pages 94 to 97) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 that the roof was damaged by the car crash; is that 1 with any of those contractors? 2 right? 2 A. Yes. 3 A. I didn't say it was damaged. I said that 3 Q. Did you obtain other bids? 4 it could have been compromised. 4 A. Yes. 5 Q. Was that factor a part of the decision to 5 Q. Were they all higher than the bid you 6 replace the new roof, that it might have been 6 received? 7 compromised by the car crash? 7 A. Yes. 8 A. No. It was completely because we were 8 MR. COOPER: I don't have any further 9 replacing the clubhouse roof. We had the laundry room 9 questions on the roof. 10 roof assessed at the same time for the replacement to 10 THE ARBITRATOR: Okay. All right. I think 11 see if it needed to be replaced as well. 11 I'll go check on lunch, but we're going to take our 12 Q. So the car crash was an independent event 12 lunch break and hope the food's here. 13 that also involved the laundry room -- 13 [Lunch recess.] 14 A. Correct. 14 THE ARBITRATOR: Back on the record. 15 Q. -- and created to you some concern that 15 Mr. Bloom [sic], you have some housekeeping matters. 16 there might be an issue? 16 MR. BROWN: Yes, thanks. 17 A. Correct. 17 Matthew Brown with the homeowners' -- 18 Q. You eventually repaired the damage, 18 THE ARBITRATOR: Brown. I called you 19 replaced the wall? 19 "Bloom," but it's all right. 20 A. Correct. 20 MR. BROWN: That's okay. I was going to do 21 Q. Was that covered by insurance? 21 it gracefully so as not to call that out. 22 A. No. It was a hit-and-run. 22 -- on behalf of homeowners' association, so 23 Q. When you spoke with the contractors, did 23 one issue is, and this may not even need to be said, 24 they recommend that you replace each one of these 24 but there were certain pieces of evidence proffered 25 separate items here associated with the roof, the 25 for admission earlier, and to the extent we did not Page 98 Page 100 1 metal R -panel, the bitumen on the flat area, and the 1 object to their admissibility, obviously, we still 2 downspouts? 2 reserve the right to make any arguments about that 3 A. So what I recall talking to them about 3 evidence and draw any inferences from it, even if we 4 was the roof itself, the whole roof. The downspouts, 4 didn't object to the admissibility. 5 I can't recall having that specific conversation with 5 I was thinking in particular, just as an 6 them as it relates to that replacement, but I 6 example, of the declaration which was submitted, and I 7 definitely talked about the roof. 7 know that the petitioner contends that that's evidence 8 Q. How about the bitumen on the flat area? 8 but supports a pass through. We didn't object to the 9 A. Yes. 9 admissibility of that, but, obviously, we reserve all 10 Q. You discussed with them replacing that? 10 rights to make any arguments about it. 11 A. Yes. 11 THE ARBITRATOR: Right. Well, again, I think 12 Q. And they recommended replacement of all 12 a good way to do that is to take that as an objection 13 three portions -- 13 and -- that you've lodged, and then I'll receive it as 14 A. Yes. 14 an exhibit, and I already sort of commented on what I 15 Q. -- though you don't recall the 15 thought its relevance or limited relevance was. 16 downspouts? 16 So if you have any arguments you want to add 17 Did you discuss with them whether it would 17 to that when the time comes, you can do that. 18 have been possible to replace one portion, to 18 MR. BROWN: The other issue I wanted to raise 19 undertake one of these items here and not the others? 19 was, obviously, under the ordinance you could only 20 A. No, I did not. 20 have a pass through if a certain item is either a 21 Q. I think you mentioned in connection with 21 capital improvement or a capital replacement. It's 22 the clubhouse roof that you obtained a number of bids 22 either one or the other. Obviously, each of those is 23 from a number of contractors? 23 a defined term; each of those has its own set of 24 A. Correct. 24 requirements under the statute. 25 Q. Did you discuss the laundry room roof 25 I find myself, at least partway through the Page 99 26 (Pages 98 to 101) AMERICAN REPORTING SERVICES (800) 624-8688 Page 101 PROCEEDINGS - 7/19/16 1 arbitration, and am still not completely clear what 1 entertain. But, I think those are a couple of issues 2 the position is of the petitioner on each of the 2 that I want to get your feedback on before we close 3 remaining items in dispute as to whether they contend 3 the hearing. 4 each item as a capital improvement and qualifies as 4 With that in mind, let's go to the next item. 5 such for pass through, or whether they contend instead 5 We're in 2015, and we're on -- let's see, it's Item 6 that it's a capital replacement, and therefore it 6 No. 15, so we've done 13, 14 and 19, and now were on 7 qualifies for pass through. 7 No. 15. 8 We, obviously, object to all of the remaining 8 MR. MORAN: For the record, this is Marin 9 disputed items, but my point is that typically in a 9 Asphalt. The date is February 18th, 2015. The amount 10 contested hearing, you wouldn't be at this point and 10 of the expenditure is $9,280, and it's in the 2015 11 have there be any ambiguity about what the position 11 petition, and so I have my witness, Jennifer Barrett. 12 was of the party who has the burden of proof. So I 12 ISSUE - ASPHALT REPLACEMENT 13 would ask for -- to hear the petitioner's position as 13 DIRECT EXAMINATION BY MR. MORAN 14 to each of the remaining items. Some of them are now, 14 MR. MORAN: Q. Do you have any documentation 15 obviously, off of the table because they've been 15 in front of you that's part of our hearing brief that 16 withdrawn, but for the few remaining items that are 16 pertains to this item? 17 still in dispute, it would be good to know whether 17 A. Yes, I do. 18 they're contending it is a capital improvement under 18 Q. And what is that? 19 the ordinance or whether instead it is a capital 19 A. So I have an invoice from American 20 replacement under the ordinance. 20 Asphalt in the amount of $8,990. hi addition, I have 21 THE ARBITRATOR: Why don't we wait until it's 21 a change order in the amount of $290. And then the 22 time to do a closing, and then Neil can take an 22 corresponding check for a total amount of $9,280. 23 opportunity, if he wants to, to go through the list 23 Q. First, why don't you tell us what your 24 and make the argument on the respective items, and 24 personal knowledge is of this item 25 then you can also make an argument. 25 A. My personal knowledge is the -- if I Page 102 Page 104 1 As long as I'm speaking about closing and the 1 2 arguments, I'd like each of you when we're at the 2 3 closing of evidence, we can take a few minutes to let 3 4 you prepare, but I'd like some commentary from both 4 5 sides on a couple of items. 5 6 One is the question of, to the extent I award 6 7 a rent increase to the petitioner on any of the 7 8 claims, the question is, well, A, are they entitled 8 9 to -- if that's not going to be done in one lump sum 9 10 assessment, which is one issue, but if it's going to 10 11 be paid over time, on a monthly basis -- and I 11 12 noticed, for instance, that the city council in one of 12 13 its decisions where I think the arbitrator had even 13 14 proposed that it be done over 12 months, and they 14 15 broke it down over 24 months, and in that one instance 15 16 they didn't award interest. In another case, interest 16 17 has been awarded. 17 18 I'm curious as to what the authority is or 18 19 what the arguments are with regard to whether there 19 20 should be interest or not, and I'd like to hear from 20 21 the homeowners, to the extent an award is made, what 21 22 their proposal would be in terms of whether it should 22 23 be done on a 12 -month or other basis. 23 24 And then, you know, as Matt said earlier, and 24 25 then any other argument you want to make, I'll 25 Page 103 could refer to the map? THE ARBITRATOR: Yes. Let's use my map. THE WITNESS: So we have, all the way around here [indicating], you can see we have sidewalks. MR. MORAN: Q. You're indicating around — A. Around the lagoon, there's a pathway that goes all the way around the lagoon, and we have some off areas of pathways through -- that go between homes, and we had some areas in the lagoon area that needed to have the concrete replaced because of some lifting and potential hazards to our residents. THE ARBITRATOR: So you mean like what we call in construction, differential settlement cracks, and you have a higher area, lower area, and stuff like that? THE WITNESS: Yes. THE, ARBITRATOR: Okay. THE WITNESS: This was actually brought to our attention from the homeowners themselves as well in some meetings, and we did an evaluation and deemed that it was appropriate to replace the concrete. MR. MORAN: Q. What -- you mentioned it was brought up by the homeowners. Tell us more about that. A. I would actually want to refer to Robert Page 105 27 (Pages 102 to 105) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 on that. He had more intimate knowledge in working 1 at the park, is this available for use by residents? 2 with the residents on that. 2 A. Yes. 3 Q. Were you personally present when the need 3 Q. All right. And you paid -- on behalf of 4 for this repair or replacement was discussed with any 4 ELS, you paid this invoice? 5 owners, site owners at the park, any residents? 5 A. Correct. 6 A. No. My involvement became when I was 6 MR. MORAN: Okay. That's all the questions I 7 doing the property visit, and I believe it was Jorge 7 have for Ms. Barrett about this item. 8 was replacing an area by himself in-house, and I 8 THE ARBITRATOR: Okay, Nate. 9 didn't feel he was qualified to do that, and that's 9 CROSS-EXAMINATION BY MR- COOPER 10 when I talked about it with him, and he let me know 10 MR. COOPER: Q. Ms. Barrett, I think at the 11 that there was a concern, and I had him get a 11 beginning of -- there are a number of pages here that 12 professional company out there to get a proposal to 12 address this concrete sidewalk repair item. The first 13 replace those areas. 13 is, if I'm not mistaken, it looks like a contract 14 Q. And that would be Jorge Gonzales, the 14 here. 15 maintenance supervisor? 15 Do you have that in front of you? It has 16 A. Correct. 16 Contempo Marin at the top, Agreement. I think it's 17 Q. And in what year did this occur that you 17 just in front of the -- it's a couple of pages in 18 were just describing Jorge Gonzalez starting work on 18 front of the invoice and then the change order that 19 it? 19 you referred to earlier. It's maybe three pages in 20 A. 2015. 20 front of the change order in the packet. 21 Q. And you also mentioned -- do you have any 21 THE ARBITRATOR: So I'm not finding that in 22 documents available to you that would help you 22 mine either. Was that in Exhibit C? 23 pinpoint when this was discussed with the homeowners? 23 MR. COOPER: I'm not looking at Exhibit C. 24 A. I believe there might be some 24 I'm looking at the packet that we prepared that has 25 documentation in the minutes that -- you may need to 25 all of the petitions in chronological order and with Page 106 Page 108 1 refer to Robert -- 1 the numbers, the stamped numbers on the bottom, that I 2 Q. Okay. 2 emailed around, and in this set it's Page 44. That 3 A. -- on that. 3 change order that we were talking about, it was one, 4 Q. Have you -- so at some point you 4 two -- it would be three pages in front of the change 5 contracted with American Asphalt; is that correct? 5 order. 6 A. That is correct. 6 THE ARBITRATOR: All right. So I didn't 7 Q. And had you ever worked with them before? 7 bring that. 8 A. Yes. 8 MR. COOPER: Sure. 9 Q. On how many occasions? 9 THE ARBITRATOR: So why don't you -- 10 A. Oh, several. I've been working with them 10 MR. COOPER: Distribute copies. 11 for ten years. 11 THE ARBITRATOR: Yeah, distribute copies. 12 Q. And can you generally describe how much 12 MR. COOPER: Sure thing. 13 of the walkway they replaced? 13 THE ARBITRATOR: Why don't you have it marked 14 A. I don't know exactly. There were several 14 as 1. 15 locations throughout the park. I couldn't pinpoint 15 (Respondents' Exhibit 1 was marked for 16 exactly the square footage. 16 identification and received into evidence.) 17 Q. So this was a -- the sidewalk that was -- 17 THE ARBITRATOR: Let's first deal with 18 sections of sidewalk around the lagoon were removed 18 Exhibit 1 from the homeowners' association, and this 19 and replaced; is that correct? 19 is a 64 -page collection of, what, various ELS 20 A. Correct, and there may have been another 20 documents that support the petition? 21 area as well over by the office. This top corner area 21 MR. COOPER: Right. We have in chronological 22 [indicating], I believe, we might have had a small 22 order each of the petitions at issue here today, each 23 area on there. I'm not for sure on that; Robert would 23 of the three objection letters that were provided by 24 definitely be able to testify to that. 24 the homeowners in response to those petitions. 25 Q. Is the concrete walkway around the lagoon 25 THE ARBITRATOR: Okay. Page 107 Page 109 28 (Pages 106 to 109) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 MR. COOPER: Part of the ordinance requires 1 2 the homeowners to file this letter with the City to 2 3 initiate the arbitration process, and those are 3 4 interspersed between the petitions, all in 4 5 chronological order. 5 6 THE ARBITRATOR: Very good, thanks. 6 7 My attention is directed to Page 44. 7 8 MR. COOPER: Q. Ms. Barrett, is it your 8 9 understanding that this document at Page 44 relates to 9 10 the American Asphalt item, dated February 18th, that 10 11 is in the 2015 petition? 11 12 A. No, our contracts are 30 pages long, and 12 13 this doesn't really clarify what this project is. 13 14 Q. Right. Just a single page and if you 14 15 look at the bottom, would you agree that the last line 15 16 appears cut off, as if there were more pages to this 16 17 document that are not included here? 17 18 A. Yes. 18 19 Q. You don't have any -- have you seen this 19 20 document before? 20 21 A. This is our typical contract. 21 22 Q. It's -- 22 23 A. What makes me think that this is not this 23 24 is the dollar amount. 24 25 Q. You're speaking about Paragraph 2. It 25 Page 110 Q. So is it your recollection that the conversation with American Asphalt started sometime in January 2015? A. I wouldn't be able to say when it started. Q. Do you agree that this change order indicates at least that there were conversations with American Asphalt as far back as January? A. Yes. Q. Really, I'm just trying to pinpoint whether this document here dated February 3rd, Page 44, might have been part of that discussion. A. It -- so the way our contracts -- our contract would read what the project was. So if it was a $9,000 project, it would read "not to exceed $9,000." Q. Got it. And you don't have any understanding about the project -- whether or not this contract related to the project that's at issue on the table? A. No. MR. MORAN: Well, she already testified that she didn't think it does. MR. COOPER: Q. And the basis for that belief is the amount in the -- in Paragraph 2 here? Page 112 1 says: "The contractor shall deliver to owner an 1 A. And it's an incomplete contract, correct. 2 invoice in a sum not to exceed 16,000"? 2 Q. Do you have any understanding how this 3 A. Right. 3 document ended up in ELS' petition to the City? 4 Q. If you look in the first paragraph, it 4 A. I don't know. 5 has a date, February 3rd -- 5 Q. Do you know whether a contract of a 6 A. Right. 6 similar form -- withdraw that. 7 Q. -- 2013, and I think we have dates for 7 You testified previously that this appears to 8 these other invoices that are -- we have February 18th 8 have been based off an ELS form contract; is that 9 here on the next page. Was that next page part of the 9 right, that you use with vendors? 10 exhibit that you were discussing with Mr. Moran 10 A. Yes. 11 previously? 11 Q. Do you have an understanding of whether a 12 A. Which page? 12 contract using this form would have been prepared for 13 Q. The conditional waiver and release on 13 this American Asphalt project? 14 final payment, Page 45? 14 A. Yes, it would be. 15 A. That looks like it goes with that, yes. 15 Q. But you don't have that contract with you 16 Q. And then the next page is the invoice, I 16 here today, do you? 17 believe you did discuss this with Mr. Moran, for 8990? 17 A. No. 18 A. Yes. 18 Q. I want to talk just about the sidewalk 19 Q. And that's for February 18th? 19 and the decision to have this work done here. 20 A. Yes. 20 You testified that there were a number of 21 Q. And then next page. This is the change 21 cracks in multiple locations in the sidewalk, correct? 22 order that's dated February 10th, 2015, and it refers 22 A. Raises. 23 to a construction agreement dated January 26th, 2015, 23 Q. Raised areas? 24 correct? 24 A. Yes. 25 A. Yes. 25 Q. Differential settlement cracks -- Page 111 Page 113 29 (Pages 110 to 113) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 A. Yes. 1 2 Q. -- as Mr. Baskin said. 2 3 Do you know what they were caused by? 3 4 A. I do not, no. 4 5 Q. And was the surface asphalt or concrete? 5 6 A. Concrete. 6 7 Q. And were all of the cracks of the same 7 8 material? It was all concrete at each one of those 8 9 different locations that was repaired? 9 10 A. Yes. 10 11 Q. Did you obtain a proposal for repairing 11 12 any of those cracks separately? 12 13 A. What do you -- 13 14 Q. Meaning one at a time. Did you look at 14 15 what it would cost to repair each one of those cracks? 15 16 A. I would have to defer to Robert as to 16 17 whether it was broken out or not. 17 18 MR. COOPER: Okay. I don't have any further 18 19 questions for Jennifer. 19 20 THE ARBITRATOR: Okay. 20 21 REDIRECT EXAMINATION BY MR. MORAN 21 22 MR. MORAN: Q. I did have one question. On 22 23 this one page of contract that's attached as part of 23 24 Exhibit 1 at 44, what's the date at the top, lower — 24 25 lower first paragraph, second line? 25 Do you have any -- are you familiar with this item? A. I am familiar with this item. Q. How are you familiar with it? A. I approved the order. Q. And why did you -- what was the need? A. The pool furniture at Contempo Marin, we didn't have a lot of pool furniture to begin with, and what they did have was -- it wasn't commercial grade. It was not -- it needed to be replaced; it was not in good shape. So we needed additional pool furniture. We needed to buy some tables, some chaise lounges and various items for the pool. Q. Were you the person who authorized this capital expenditure? A. I am. Q. Was this the subject of any discussion with any park residents? A. So the -- only discussion that I had was when I first took over the property and I walked with Keith and another person and just gave them kind of an overview of my plan as far as individually talking about the pool furniture. That would be Robert who had any kind of discussions with the residents during the meetings. Page 114 Page 116 1 A. February 3rd, 2015. 1 The one part that I had in this when we 2 Q. And then what's the date on the change 2 placed the order is I had four other properties that 3 order of the contract? 3 were purchasing pool fumiture at the same time we had 4 A. January 26th of 2015. 4 budgeted for this, and I wanted to make sure that 5 Q. Those are different dates. 5 everybody worked together to get the pool furniture at 6 A. Correct. 6 the same time so that we could obtain a special 7 MR. MORAN: Okay. That's all I have on that 7 pricing discount for ordering on several properties. 8 item. 8 And that is reflected, the 5 percent discount, on the 9 THE ARBITRATOR: Okay. Next. 9 last line item for Contempo Marin. 10 MR. MORAN: Okay, Item 16. 10 Q. Let's go back. 11 THE WITNESS: We eliminated that. 11 You mentioned that when you first took over 12 THE ARBITRATOR: I didn't even have that on 12 this property, as part of your duties at Contempo 13 my -- 13 Marin, you had a, what, you walked around with the -- 14 THE WITNESS: That's the clubhouse furniture. 14 did you say Mr. Meloney? 15 MR. MORAN: Yes. Just a second. 15 A. Meloney. 16 THE ARBITRATOR: Okay. 16 Q. And someone else? 17 MR. MORAN: Okay, we're dropping that item. 17 A. Yes, and I don't remember her name. 18 We do not think it qualifies as a capital replacement 18 Carol Wells. 19 or capital improvement under the City's ordinance. 19 Q. And approximately when was this? 20 ISSUE - POOL FURNITURE 20 A. August or September of 2014, I believe. 21 DIRECT EXAMINATION BY MR. MORAN 21 It was to open up a dialogue to get to know Keith 22 MR. MORAN: Q. Let's go to Item 17, which is 22 Q. And how long did this take place? Where 23 dated June 19th, 2015. The vendor is Horizon Casual, 23 did you walk? 24 and it's in the amount of $14,838.25. It says "pool 24 A. We walked the entire property, and I 25 furniture." 25 think it took us a good hour and a half or two hours Page 115 30 (Pages 114 to 117) AMERICAN REPORTING SERVICES (800) 624-8688 Page 117 PROCEEDINGS - 7/19/16 I to walk the property and talk about various items on 1 Q. Was the paint work you described included 2 the property. 2 in any pass through petition? 3 Q. And tell us what was discussed. 3 A. No. 4 A. So I discussed what my visions were, what 4 Q. Did the subject of the pool furniture 5 we needed to do on the property. Keith kind of 5 come up in this walk with Mr. Meloney and Ms. Wells? 6 expressed his concerns over the years of what's 6 A. I don't recall specifically talking about 7 happened at Contempo Marin, and, Ms. Wells as well was 7 the pool finniture. 8 there discussing the same items. And we walked 8 Q. All right. 9 through the park, and I just pointed out areas that I 9 Before you authorized the purchase of the 10 felt needed improvement, we can talk about rules and 10 pool finniture for $14,838, had you ever heard from 11 regulations violation. It was just a meeting to get 11 anybody that any residents of the park wanted Contempo 12 to know Keith, get to know the history of ELS and the 12 Marin to make this expenditure? 13 homeowners association and build that relationship 13 A. I wouldn't say they used the words we 14 going forward of how things would be. 14 want you to make this expenditure, but there were 15 Q. During that hour-, hour -and -a -half walk 15 concerns about the condition of the pool furniture and 16 around the property with Mr. Meloney and Carol Wells, 16 the lack of pool furniture. 17 did you discuss any capital expenditures that you had 17 Q. Elaborate on that. Who said that? What 18 in mind? 18 did you hear? 19 A. Many capital expenditures, yes. 19 A. Robert would be the one to be able to 20 Q. Which ones did you discuss? 20 talk about that -- 21 A. I discussed the clubhouse, the spa area, 21 Q. Okay. 22 the pool area, the -- I believe some of the driveways, 22 A. -- specifically. 23 we discussed some driveways as we were going through. 23 MR. BROWN: I'll object to the previous 24 Just general overall, clubhouse ... 24 answer on the basis of hearsay. 25 Q. And with respect to the clubhouse, what 25 MR. MORAN: Q. After the pool furniture was Page 118 Page 120 1 did you talk about in the way of capital expenditures 1 purchased and put into the clubhouse — or put around 2 if anything? 2 the pool, did you ever hear anything from any 3 A. Just updating the clubhouse. It wasn't 3 residents of the park? 4 anything specific. 4 A. Positive or negative or an opinion? 5 Q. Updating. What did that mean to you at 5 Q. Yeah. 6 the time? 6 MR. BROWN: Objection; hearsay. 7 A. Well, what it meant to me was the 7 MR. MORAN: Q. You can answer. 8 flooring was -- needed to be replaced, the carpets. 8 THE ARBITRATOR: Yeah, you can answer. 9 The bathrooms were -- needed to be updated. Painting, 9 Did you hear from any residents? 10 lots of painting needed to be done in the clubhouse. 10 THE WITNESS: Well, we hosted a meeting on 11 The spa room area needed to be painted. Various 11 December 5th of 2015, Robert and myself, and they were 12 projects that needed to be done that were both capital 12 very appreciative of all the changes in the community. 13 and then some just general maintenance. 13 They thanked us for all the improvements that we were 14 Q. And were any of those accomplished? 14 making in the park. 15 A. Many of them. 15 MR. MORAN: Q. And, specifically, did you 16 Q. Which ones? 16 hear positive feedback on the pool furniture? 17 A. All the painting has been done to the 17 MR. BROWN: Objection; hearsay. 18 inside of the clubhouse and inside of the spa area. 18 THE ARBITRATOR: Noted. 19 Exterior painting of the clubhouse has been completed. 19 MR. MORAN: Q. Go ahead. 20 The clubhouse flooring has been completed. The 20 A. Not that I can recall specifically for 21 library shelving has been done. And we purchased some 21 pool finniture. 22 tables for the clubhouse. All the furniture for the 22 Q. Do you have any personal knowledge of 23 clubhouse. A lot of general upkeep in the community, 23 anything else with respect to the pool furniture that 24 changing landscaping company. It's a lot of 24 was purchased? 25 improvements over the last year and a half. 25 A. No. Page 119 Page 121 31 (Pages 118 to 121) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 Q. Okay. 1 number? 2 MR. MORAN: Okay, your witness. 2 A. Correct. 3 CROSS-EXAMINATION BY MR. BERNSTEIN 3 Q. I want to draw your attention to Page 7. 4 MR. BERNSTEIN: Q. Good afternoon, 4 -- I'm sorry, Page 8 of the same procedure. 5 Ms. Barrett. 5 Page 8 lists a separate category called 6 A. Hi. 6 Equipment and Vehicles; isn't that true? 7 Q. In the view of ELS, pool furniture is not 7 A. Yes, it is. 8 equipment, isn't that right? 8 Q. And a subcategory of that category is 9 A. I wouldn't say it's not considered 9 equipment; isn't that right? 10 equipment; it's for the pool. 10 A. Yes. 11 Q. All right. So you're not sure if it's 11 Q. So you would agree, the furniture and 12 considered equipment in the view of the ELS? 12 equipment are two different categories within the EIS 13 A. I would have to -- I would say it's pool 13 cap X procedures? 14 furniture. 14 A. Yes. 15 Q. You were about to say, it looked like, 15 MR. MORAN: Objection; that calls for a legal 16 you would have to review something. Would that be -- 16 conclusion, that's irrelevant. What's relevant is 17 A. The capital -- 17 what's in the City of San Rafael's ordinance. 18 Q. -- capital expenditure -- 18 MR. BERNSTEIN: Mr. Baskin, would you like to 19 A. Right. 19 rule. 20 MR. BERNSTEIN: Go ahead and have the court 20 THE ARBITRATOR: Go ahead with the question. 21 reporter mark this as exhibit -- I believe we're on 2. 21 I'm noting the objection. 22 (Petitioner's Exhibit 2 was marked for 22 MR. BERNSTEIN: Very well. 23 identification and received into evidence.) 23 Q. You would agree that listed within the 24 MR. COOPER: You know its attached to the -- 24 equipment category is not any kind of furniture; isn't 25 MR. BERNSTEIN: Oh, we've already got it 25 that right? Page 122 Page 124 1 attached to the -- 1 THE ARBITRATOR: The document speaks for 2 MR. COOPER: -- declaration. 2 itself. 3 MR. MORAN: It's attached. I appreciate the 3 MR. BERNSTEIN: Q. So you would agree then 4 courtesy. 4 that in the view of ELS, pool furniture is not, for 5 MR. BERNSTEIN: All right. So we can go 5 the purposes of capitalization, equipment. 6 ahead and we can use Exhibit D, which is the 6 MR. MORAN: Objection; there's no foundation 7 declaration already entered into evidence. 7 that she knows about the meaning of these, that she 8 THE ARBITRATOR: Well, this one's in. 8 had any role in these, that she's authorized to speak 9 MR. BERNSTEIN: All right. Then well use 9 for the company about these. 10 this one. 10 THE ARBITRATOR: Okay, noted. 11 Q. So when I asked you a moment ago if ELS 11 MR. BERNSTEIN: Q. Ms. Barrett, do you want 12 considered pool furniture equipment, you just 12 me to repeat the question? 13 testified you'd have to review the capitalization 13 A. No. 14 policy and procedure to make that determination. 14 Q. Okay. 15 A. Correct. 15 A. Yes, that is my understanding of what I'm 16 Q. So I draw your attention to the 16 reading. 17 capitalization policy and procedure, specifically to 17 Q. And just to clarify, pool furniture is 18 Page 5. 18 also not a form of machinery; isn't that right? 19 You'll note that a category of capital assets 19 A. Correct. 20 is furniture; isn't that correct? 20 MR. MORAN: Objection; vague. 21 A. Correct. 21 THE ARBITRATOR: Are you asking her what her 22 Q. And a subcategory of furniture is pool 22 belief is or what the document says? 23 furniture; isn't that also right? 23 MR. BROWN: Q. I'll ask you about your own 24 A. Yes. 24 belief. Pool firniture is not a form of machinery? 25 Q. Then it's got its own spending account 25 A. No, it's not. Page 123 Page 125 32 (Pages 122 to 125) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 Q. It's not a type of street of sidewalk? 1 Q. So just to put a capstone question on 2 A. No, it's not. 2 this, that means that just because something was 3 Q. It's not a utility line or a type of 3 capitalized under the procedure, that doesn't mean 4 landscaping? 4 that it qualifies under the ordinance since those two 5 A. No. 5 documents weren't written interconnectedly; isn't that 6 Q. And certainly not a structure on the 6 right? 7 property; isn't that right? 7 MR. MORAN: Objection; that's argumentative. 8 A. No. 8 THE ARBITRATOR: It is, really. And you're 9 MR. BERNSTEIN: No further questions for this 9 asking her -- really it's a legal question you're — 10 witness. 10 You don't need to answer that question. 11 THE ARBITRATOR: Do you have another witness 11 MR. BROWN: Very well. No further questions. 12 you want to call on the pool fi miture? 12 THE ARBITRATOR: All right. Anything else on 13 MR. BROWN: Just for clarity so we have a 13 pool furniture? 14 clear record, we've been referring to Exhibit 2. 14 MR. MORAN: No. 15 THE ARBITRATOR: Yes. 15 MR. COOPER: I had a quick question for 16 MR. MORAN: I do have a question of this 16 Mr. Andrews, I think there was a moment during 17 witness. 17 Jennifer's examination where she suggested he might 18 THE ARBITRATOR: All right. 18 have more information on that, and if Counsel would 19 REDIRECT EXAMINATION BY MR. MORAN 19 permit. 20 MR. MORAN: Q. Was the purchase of the pool 20 THE ARBITRATOR: That's consistent with the 21 furniture capitalized by ELS? 21 way I wanted to do it. If you want to call him as an 22 A. Yes. 22 adverse witness, go ahead. You can ask away. 23 Q. Does ELS' capitalization policy, is it, 23 ROBERT ANDREWS 24 to your knowledge, modeled after the City of San 24 DIRECT EXAMINATION BY MR. COOPER 25 Rafael's definition in the mobile home ordinance? 25 MR. COOPER: Q. Mr. Andrews, I believe that Page 126 Page 128 1 A. No, it is not. 1 Mr. Barrett discussed earlier in her testimony a 2 Q. Those are two separate things? 2 walk-through with Mr. Meloney and another member of 3 A. Yes. 3 the board during which -- at which you attended as 4 Q. Okay, thank you. 4 well; is that right? 5 MR. BERNSTEIN: Do we allow recross in -- 5 A. That's not correct. 6 THE ARBITRATOR: Sure. 6 Q. You were not -- you weren't -- 7 RECROSS -EXAMINATION BY MR. BERNSTEIN 7 A. I was not on board with Contempo Marin. 8 MR. BERNSTEIN: Q. So, Ms. Barrett, then, 8 I was managing another community at that time. 9 given the answers you just gave, you would agree that 9 Q. Okay. That's all I wanted to discuss. 10 the fact that something was capitalized by ELS does 10 Thank you. THE ARBITRATOR: Okay. 11 not mean that it qualifies under the ordinance as a 11 MR. MORAN: Why don't we move on to Item 18. 12 capital expenditure, right. 12 THE ARBITRATOR: All right. Fitness room 13 A. No, I don't have a legal opinion on that. 13 equipment. 14 I can't answer that. 14 MR. MORAN: Yes. That's dated June 8th, 15 Q. Well, I believe you were just asked a 15 2015. The vendor appears Gym Source. The amount is 16 question which you gave an answer to that the 16 $10,518.93. 17 requirements of the ordinance differ from the 17 ISSUE - FITNESS ROOM EQUIPMENT 18 requirements for capitalization procedures as 18 JENNIFER BARRETT 19 explained in this policy, right? 19 DIRECT EXAMINATION BY MR. MORAN 20 A. My -- what I'm saying as it relates to 20 MR. MORAN: Q. Jennifer, are you familiar 21 ELS' capital expenditure policy is that's written as a 21 with that expenditure? 22 national account, everybody runs under the same thing; 22 A. Yes. 23 it's not specific to any county. This is just ELS' 23 Q. Why don't you tell us what it was for. 24 guidelines as a general indication as to how they 24 A. It was for both the cardio room and the 25 would like to see things coded. 25 weight room. Page 127 Page 129 33 (Pages 126 to 129) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 Q. Okay. And what was the -- what items 1 members about this item. Did you ever talk to any 2 were purchased? 2 residents of the park about this before it was done? 3 A. So if could start off by saying the 3 A. We talked about making the new rooms, 4 property only had one room that had, I think, three 4 yes, that was discussed. 5 pieces of equipment. It was a really crowded room, 5 Q. And specifically turning the what had 6 and we decided that it would be best suited to have 6 been the pool table room into an exercise room? 7 two separate rooms, one for cardio equipment, and one 7 A. Yes. 8 for the weight -lifting equipment, and then move the 8 Q. Did some of this equipment go in that 9 billiards room into another room that was 9 room? 10 underutilized; it was actually the weight room at that 10 A. Yes. 11 time. 11 Q. And you call that the cardio room? 12 And I walked with some of the board members 12 A. Yes. 13 to kind of discuss what the changes were going to be, 13 Q. And did you ever get any feedback from 14 and that's when we -- we actually hire out Gym Source 14 any residents of the park after the exercise equipment 15 as a preferred vendor of Equity Lifestyle Properties, 15 was put in that new fitness room that had been the 16 and what we do with Gym Source is we send them layouts 16 pool table room? 17 of each of the rooms, and they design the rooms for us 17 A. Yes. On my property visits, I made it a 18 to decide what can fit into these rooms appropriately. 18 point to talk to the people that were working out to 19 So it's the -- the insight for the gym equipment. 19 see how they liked the equipment, and they love it, 20 They let us know what they think will work, and we 20 and they love the new room. 21 approve it based on that. 21 Q. Was this expenditure amortized by ELS? 22 Q. And what documentation is there in the 22 A. I wouldn't know -- 23 hearing brief that pertains to this item? 23 Q. I mean capitalized? 24 A. The invoice in the amount of -- looks 24 A. It is capitalized, yes. 25 like there's a page missing. 25 MR. MORAN: That's all I have on this item. Page 130 Page 132 1 Q. I think you can go down two pages. 1 2 A. There you go, $10,818.93. 2 3 Q. Would that be 518.93? 3 4 A. Yes, it is. 4 5 Q. So ten thousand -- 5 6 A. -- 518.93, and then the canceled check. 6 7 Q. And that's a two-page document; is that 7 8 correct, the invoice? 8 9 A. Yes, it is. 9 10 Q. And there just happens to be a check 10 11 between the two pages? 11 12 A. Yes. 12 13 Q. And what's the invoice number? 13 14 A. 1728231. 14 15 Q. And the invoice date? 15 16 A. 6/8 of 2015. 16 17 Q. And then the second page of that invoice, 17 18 is there some notation about savings? 18 19 A. Yes. 19 20 Q. And what does it say about that? 20 21 A. Total saving is $4,907.23. 21 22 Q. And what does that refer to? 22 23 A. That is our preferred pricing. 23 24 Q. Okay. And I think you did testify that 24 25 there was a discussion with a board member or board 25 Page 131 34 (Pages 130 to 133) CROSS-EXAMINATION BY MR. COOPER MR. COOPER: Q. Jennifer, you described the fitness room that existed prior to reorganization. What pieces of equipment were in the fitness room at that time? A. So we had one room that had a -- this is the -- the weight room, and I believe it had a donated machine that you sit on and you go back and forth on. It had a -- just the bench, a regular bench, that was, I think, also was a donation. I'm not sure that it was actually ELS property. And then it had some free weights in there, and I believe it had some of the little, smaller weights in there. In the cardio room, it had, of course, the elliptical, and I think it had one treadmill. Q. So I'm looking at this invoice here. I'm not sure if that's the one that you have in front of you. A. Yes. Q. Looks like it? A. Yes. Q. Just ticking down these items, MSG -- I'm reading from the description column -- "MSG two stack 1/170 -pound, 1/250 pound." Do you know what piece of equipment that item AMERICAN REPORTING SERVICES (800) 624-8688 Page 133 PROCEEDINGS - 7/19/16 1 is referring to? I A. Yes. 2 A. I'd be guessing, but I would think it's 2 Q. So you replaced the treadmill? 3 the big piece of equipment that has three different 3 A. Yes. 4 things on it. It's one of the big multifunction 4 Q. The next two line items are pretty 5 weight machines. 5 self-explanatory. Freight and delivery and 6 Q. That was not a piece of equipment for 6 installation. 7 which there was a comparable piece already in the gym 7 MR. COOPER: I don't have any further 8 before this -- 8 questions. 9 A. No. 9 THE ARBITRATOR: So that's all the items, 10 Q. -- project? 10 except for, I think, Neil, you want to circle back 11 The next items is a: 11 with Jorge, now that he's here, with any of these 12 "Bench-flat/incline/decline?" 12 items? 13 Do you have an understanding about what that 13 JORGE GONZALEZ, 14 item is? 14 was called as a witness, and the said witness, being 15 A. That would be a normal, like, workout 15 first duly swom, was thereupon examined and testified 16 bench, the flat bench that you lay down on. 16 as hereinafter set forth. 17 Q. Was there already a workout bench in the 17 --000-- 18 fitness room prior to the purchase? 18 ISSUE - LANDSCAPING/MOWERS 19 A. There was, but it -- I believe it was a 19 DIRECT EXAMINATION BY MR. MORAN 20 donation workout bench. It was not a commercial; it's 20 MR. MORAN: Q. Good afternoon, Mr. Gonzalez. 21 not anything that we would ever purchase. 21 What's your full name, Jorge? 22 Q. The next item is -- says: Durabell 22 A. Jorge Gonzalez. 23 2.5-50W/3 TRK club pack." 23 Q. And who's your employer? 24 Do you have an understanding of what that 24 A. Jennifer. 25 item is? 25 Q. Yes, she is. Page 134 Page 136 1 A. Yes. Individual weights with, I think 1 THE ARBITRATOR: That's good enough; we got 2 they're dumbbells, individual weights. 2 it. 3 Q. And were there individuals weights 3 MR. MORAN: Q. We got it. Equity LifeStyle? 4 already in the weight room, fitness room prior to the 4 A. Equity LifeStyle. Sorry. 5 purchase? 5 Q. That's all right. 6 A. There was, but not as many as they are 6 You're pretty good in English? 7 now. We have a full setup, now. 7 A. Not too good, so ... 8 Q. How many weights would you say you had 8 Q. You sound good. 9 before this purchase? 9 A. To be honest. 10 A. Oh, I think we only had five or six. 10 THE ARBITRATOR: Neil's been studying Spanish 11 Q. And now you have a full rack? 11 for a few years, so he could do it if he had to. 12 A. Full rack. 12 MR. MORAN: Q. And how many years have you 13 Q. The next item says "treadmill." 13 worked for the company? 14 A. Um-hm. 14 A. Like 18 to 19 years, so -- 15 Q. And I believe you testified that you 15 Q. And what do you do for Equity LifeStyle? 16 already had a treadmill? 16 A. I do maintenance, so ... 17 A. No, the -- we had a treadmill and an 17 Q. Right. And have you ever used the 18 elliptical, and I think we now have two treadmills. 18 Husqvama mower, the one that you can sit on? 19 Did we have a treadmill? 19 A. Yes, we use it up on the pass and like 20 MR. ANDREWS: Yes. 20 probably like three or four years ago, something like 21 THE WITNESS: No, I'm sorry. I thought we 21 that, so, yeah. 22 did. There was one treadmill. 22 Q. And you're -- when I said the Husgvarna, 23 Q. You had one treadmill previously? 23 mower, do you know what piece of equipment I'm talking 24 A. Yes. 24 about? Do you understand me? 25 Q. And you have one treadmill now? 25 A. Yeah, I understand you. So the brand new Page 135 Page 137 35 (Pages 134 to 137) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 Husqvama, the big machine that's probably like -- 1 A. Yeah, the small one. 2 that's I want to say that's a brand new because we use 2 Q. And this one is bigger? 3 it out for probably like -- probably like six months 3 A. This one is it bigger. 4 when the company is deciding to give the job of 4 Q. 44 -inch? 5 landscaping to other companies. 5 A. That's 44 -inch. 6 Q. To an outside company? 6 Q. So the Husky is 44 -inch? 7 A. Yeah. 7 A. Yes. 8 Q. And what's the name of the outside 8 Q. Have you ever used the Husky mower in the 9 company that does the landscape maintenance now? 9 past outside the park? 10 A. Now? 10 A. No. ll Q. Now. 11 Q. Have you ever seen anyone use the Husky 12 A. That's Enviros. 12 to mow any of the -- what do you call it, weeds? 13 Q. What was it? 13 MS. BARRETT: The firebreak. 14 A. Enviros. 14 THE WITNESS: No, I don't use those on the 15 THE ARBITRATOR: Enviros. 15 firebreak, so -- 16 MR. ANDREWS: Enviros, Inc. 16 MR. MORAN: Q. Does anybody else use the 17 MR. MORAN: Q. Okay. And have you ever sat 17 Husky to mow the weeds in the firebreak area? Someone 18 on that Husgvama mower? 18 else? 19 A. I'm sorry? 19 A. So when you talking about the firebreak, 20 Q. Have you ever sat on this Husgvama 20 let me see on here. I'm sorry. So, yeah, we use a 21 mower? You ever use it? 21 little bit. So right here in this area right here. 22 A. No. 22 [Indicating], yeah, so -- 23 Q. Okay. 23 THE ARBITRATOR: Why don't you describe it to 24 A. Not now, so -- 24 me. Is it above where it says "Yosemite Road"? 25 Q. Well, in the past? 25 THE WITNESS: That's 4042 Yosemite Road back Page 138 Page 140 1 A. In the past, yeah. Like -- yeah, so, in 1 there. 2 the past, yeah. 2 THE ARBITRATOR: Okay. 3 Q. And what -- in the past, what did you use 3 MR. MORAN: Q. Was there -- in the past, was 4 the mower for? What did you do? 4 there a fire? 5 A. Landscaping and was because now we have 5 A. This is like, yeah, a long time, so about 6 like two mowers. We use it like Husky -- no, we use 6 four years, four years ago. Sometime like that, yeah. 7 a -- had a walker -- a walker mower. We have -- I had 7 Q. Where was the fire four years ago? 8 like two mowers. That's the first one. The second 8 A. All the way back to the -- down to the 9 one is the Husgvama; that's the new one. 9 hill. 10 Q. Right. 10 Q. Can you show us on this map? 11 A. Another new one for this, yeah. 11 A. So somewhere over here. 12 Q. And in the past, what did you use the big 12 THE ARBITRATOR: Up in the upper left corner. 13 Husgvama mower to do? What parts -- where in the 13 MR. MORAN: Thank you. 14 park did you use it? 14 Q. So was that Husky used at some point in 15 A. Around the lagoon and -- 15 the past to cut the weeds in that area? 16 Q. Okay. I'm showing you Exhibit Bl. 16 A. No. 17 A. So this -- all this around the level 17 Q. In that place? 18 right here [indicating], so all the grass right here. 18 A. No. 19 Q. And you're indicating the grass around 19 Q. What has the Husky been used for in the 20 the lagoon? 20 past? 21 A. Yes. 21 A. We use it for the run to the lagoon and 22 Q. And does that -- you mentioned there's a 22 all the common areas for the -- for Contempo Marin. 23 second mower, a smaller mower? 23 Q. What common area? 24 A. That's like 36 -inch blade. 24 A. Like common areas, like close to the 25 Q. The small one? 25 clubhouse, between 152 and 153. Page 139 Page 141 36 (Pages 138 to 141) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 Q. Okay. And where -- today where is the 1 2 Husky mower? 2 3 A. On the shop. 3 4 Q. Okay. 4 5 A. Yeah, okay. Yeah, in the shop. 5 6 Q. So Contempo still has the mower? 6 7 A. Yes. 7 8 Q. And does Contempo have any other mowers 8 9 besides the Husky? 9 10 A. Contempo has got -- all the equipment is 10 11 right there. We have like lawn mowers, speed walkers 11 12 airstreamers and blowers. 12 13 MR. MORAN: That's all the questions I have 13 14 for now. 14 15 This gentleman can ask you some questions. 15 16 CROSS-EXAMINATION BY MR. COOPER 16 17 MR. COOPER: Q. Hi. 17 18 A. Hi. 18 19 Q. My name is Nate Cooper. 19 20 A. Nice to meet you. 20 21 Q. You too. 21 22 Would you agree that using the Husky mower 22 23 when it's been used allows you or whoever is using it 23 24 to cut these areas more quickly? 24 25 A. So -- I'm sorry. So, yeah, we use that 25 ROBERT ANDREWS RECROSS -EXAMINATION BY MR. COOPER MR. COOPER: Q. Robert, is it your understanding that, as Jorge testified, that the mower is in storage or a shop somewhere? A. Yes. Q. And can you explain where that is? A. It's in a fenced -off area where we have shops and locked away. Q. And do you know what the plan is for the mower going forward? A. I do not. JENNIFER BARRETT CROSS-EXANIINATION BY MR. COOPER MR. COOPER: Q. Jennifer, can I ask you that same question? What's the plan? Is the mower going to remain in the shop? A. We don't have a plan for it right now. It's something we can look up. Q. The park is not using the mower currently, and it's parked in the shop? A. Right. Q. And it's unclear what use its going to have? A. Right. Page 142 Page 144 1 because -- so, like, three or four guys was working on 1 MR. COOPER: That's it. 2 the Contempo, so like three, four guys, we use it 2 THE ARBITRATOR: Okay. 3 for -- the Husgvarna for that, so, yes. 3 MR. MORAN: I do not have any more questions 4 Q. And it's easier to cut the grass with 4 of Mr. Gonzalez. 5 the -- 5 THE ARBITRATOR: Okay. No more. 6 A. Yeah, it's easier to drive with that, 6 So then we've completed the list. So now how 7 so ... 7 do you want to proceed? Do you want to do a wrap-up 8 Q. You needless people to do the job with 8 from each side? 9 that mower than you would with another mower? 9 Matt, did you have -- did you want to call 10 A. No. 10 some witnesses or introduce some testimony by way of 11 MR. COOPER: I don't really have any more 11 rebuttal to the petition, so to speak? 12 questions on this for Mr. Gonzalez, but maybe I could 12 MR. BROWN: Yes. 13 ask a follow-up question to either Jennifer or Robert, 13 MR. COOPER: Possibly another — 14 if that would be okay? 14 MR. MORAN: Mr. Baskin, this might dovetail 15 THE ARBITRATOR: Yeah. 15 with that. There is one additional area that I'd like 16 Were you going to have Jorge testify about 16 to call Mr. Andrews to testify about. It's not 17 any other issues? 17 related to a specific expenditure. It has to do with 18 MR. MORAN: Let me take a look. 18 his regular meetings with homeowners and the board, 19 THE ARBITRATOR: Go ahead, and why don't you 19 because the city council has expressed their wish 20 ask Robert and Jennifer your questions. 20 that, for lack of a better term, that there be a 21 And we're talking about -- 21 dialogue on expenditures and other issues. 22 MR. COOPER: The mower. 22 THE ARBITRATOR: All right. Why don't you go 23 THE ARBITRATOR: The mower. Okay. 23 ahead, and then we'll give them some time to — 24 MR. COOPER: Just a couple quick questions 24 MR. COOPER: Can I just make one suggestion? 25 about that. 25 That's that we defer that testimony for a moment, if Page 143 Page 145 37 (Pages 142 to 145) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 we could, so that Mr. Heine can return since he's the 1 Q. Um-hm. 2 president of the homeowners' association, and I assume 2 A. To have control of what's being spent on 3 would be probably the next person most knowledgeable 3 the properties and understand what we're doing to the 4 besides Mr. Andrews. 4 property. 5 THE ARBITRATOR: All right. 5 Q. So you would agree, one of the purposes 6 MR. COOPER: And instead, we have a similar 6 is to make sure there aren't expenditures that are 7 area to cover that sort of relates generally, I think, 7 inappropriate in some way? 8 to the capital expenditure issues but doesn't actually 8 A. Correct. 9 go to the dialogue between the parties. And Max is 9 Q. And another purpose of it is to make sure 10 going to take the lead on that questioning, and I 10 that there's a track record of what expenditures have 11 suggest that we do that first and then go back to 11 gone on at the park; isn't that also right? 12 the -- 12 A. Correct. 13 THE ARBITRATOR: All right. We canbe 13 Q. And you would agree, then, that it's 14 flexible. 14 important that these procedures are followed? 15 DIRECT EXAMINATION BY MR. BERNSTEIN 15 A. The company procedures, yes. 16 MR. BERNSTEIN: Q. So I have some 16 Q. Right. My whole line questioning is 17 non -item -specific questions, I think, Ms. Barrett, 17 going to be about the company procedures. 18 you're probably going to be the best person to answer 18 A. Okay. 19 those, and you can let me know if you don't think that 19 Q. And, Ms. Barrett, you -- and part of your 20 that's the case. 20 responsibility is overseeing this very capital 21 So my questions are about the cap X 21 expenditure process; isn't that right? 22 procedures employed by the company. You would agree 22 A. I'm a part of it, yes. 23 that these procedures are in place to make sure that 23 Q. And you would agree that in your time at 24 expenditures are properly tracked; isn't that right? 24 the company, which I believe dates back to 2014; is 25 MR. MORAN: You know, wait a minute. Max is 25 that right? Page 146 Page 148 1 welcome to examine any witness he likes; I do not know 1 A. 2006. 2 that Jennifer, Ms. Barrett, is the person most 2 Q. Okay. That's right. hi the time in 3 knowledgeable here. I could also talk with Mr. Kimes 3 which you've been overseeing expenditures at Contempo 4 and Mr. Jaccard to see if they would be more 4 Marin, that dates back to 2014; is that correct? 5 knowledgeable but if he wants to cross-examine 5 A. Correct. 6 Jennifer -- 6 Q. During that time, you would agree that 7 THE ARBITRATOR: Why don't we see what the 7 you have followed the company's capital expenditure 8 questions are and see where it goes. 8 policies? 9 MR. BERNSTEIN: So you know, my questions are 9 MR. MORAN: Objection; that's overbroad. 10 going to have to do with some of the items we've 10 MR. BERNSTEIN: Q. You've made an attempt -- 11 discussed in a sense -- in some sense, so I would like 11 well, actually, I'll have the witness answer the 12 to question somebody that actually has some knowledge 12 question. 13 of how these particular expenditures were run. 13 THE ARBITRATOR: You generally follow the 14 So let me go ahead and start again. 14 company's rules? 15 Q. These cap X procedures, they ensure that 15 THE WITNESS: Yes. 16 capital expenditures conform to company policy, isn't 16 MR. BERNSTEIN: Q. Are there any ways that 17 that right? 17 you don't follow the capital expenditure policy? 18 A. The expenditures at the park as it 18 MR. MORAN: Same objection; its overbroad as 19 relates to -- or the pass throughs? What is the 19 to time and as to policy. 20 question? 20 THE ARBITRATOR: Well, he's talking about 21 Q. Let me put it differently. What do you 21 since 2014, right? 22 see as the purpose of the capital expenditure policy? 22 MR. BERNSTEIN: That's right. 23 A. ELS' or the City's. 23 THE ARBITRATOR: Okay. Go ahead. 24 Q. Oh, I apologize. ELS' policies? 24 THE WITNESS: Yes, I always make an effort to 25 A. What is the purpose of it? 25 ensure that I'm following the policies. Page 147 38 (Pages 146 to 149) AMERICAN REPORTING SERVICES (800) 624-8688 Page 149 PROCEEDINGS - 7/19/16 1 MR. BERNSTEIN: Q. And I think you told us 1 at issue today were ever provided to the homeowners? 2 on direct examination, and this is a quote I wrote 2 A. I don't know. I wasn't involved with 3 down, and you can correct me, "Our company is pretty 3 that property then. 4 firm when it comes to cap X decision-making." 4 Q. You don't have any of these MEF forms 5 A. Yes. 5 from the 2012 to 2014 expenditures with you today, do 6 Q. Isn't that right? 6 you? 7 So one of the policies of the company was to 7 A. No, I do not. 8 fill out what's called an MEF form for each 8 Q. So if don't have those forms, you would 9 expenditure exceeding a thousand dollars; isn't that 9 agree that those forms were never provided to us? 10 true? 10 A. I didn't look for those forms. When 11 A. That was true. That has changed since -- 11 preparing the packets we were required prepare, I 12 so in the -- I explained, in 2012 and 2013 -- it was 12 didn't -- even for this submission last year, I did 13 like in 2013 the MEF process went away, but a new 13 not send in any forms, documentation from our back 14 system came into play. 14 end, our office. 15 Q. Okay. So in the period before the most 15 Q. So just to be clear, when preparing the 16 recent procedures were implemented, an MEF form was 16 petitions that are at issue today, you did not look 17 required for any expenditure over one thousand 17 for these MEF forms? 18 dollars? 18 A. No, the MEF form is an internal document 19 A. Correct. 19 that's used. It's not meant to distribute to any 20 Q. And just for the record, MEF stands for 20 residents. It's an internal document. 21 major expense form; isn't that right? 21 Q. Now I want to draw your attention to the 22 A. Correct. 22 capitalization policy and procedure, which was 23 Q. And these forms, they don't get thrown 23 recently labeled Exhibit 2. 24 away, do they? 24 Do you have that document before you? 25 A. They should not be thrown away. 25 A. Yes. Page 150 Page 152 1 Q. In fact, they're kept at the Contempo 1 Q. Now, this is the policy that came into 2 Marin office in the office itself, isn't that true? 2 place in January of 2014; isn't that right? 3 A. I don't know where they're kept. 3 THE ARBITRATOR: Here, I'll share mine. 4 MR. MORAN: Objection; overbroad as to time. 4 THE WITNESS: Yes. 5 MR. BROWN: Q. These forms, to the best of 5 MR. BERNSTEIN: Q. Yes, it is? 6 your knowledge, are not disposed of, isn't that true? 6 A. It's dated January of 2014. 7 THE ARBITRATOR: You're talking about since 7 Q. So this is the policy that would have 8 she came to Contempo Marin in 2014? 8 applied to each expenditure that took place in 2014 9 MR. BERNSTEIN: I believe the questioning has 9 and in 2015; is that right? 10 changed slightly. Ms. Barrett explained that the MEF 10 A. Yes. 11 forms were in place before the most recent policy. So 11 Q. I'd like to draw your attention to the 12 let me limit my questions, then, to 2012 until the 12 third page of that document. I'd like you to read 13 most recent procedures were implemented, which, I 13 silently while I read aloud. 14 believe, were in January of 2014. 14 "A capital expenditure project request needs 15 THE ARBITRATOR: So then your question would 15 to be completed for the entire project. When entering 16 be at ELS facilities, were the MEF forms kept in the 16 a project into the cap X system, as much" -- 17 respective offices'cuz she couldn't speak 17 THE ARBITRATOR: Wait, wait, wait, Max. 18 specifically to Contempo Marin. 18 Where are you reading? 19 MR. BERNSTEIN: Q. Okay, Ms. Barrett, so to 19 MR. BERNSTEIN: I apologize. It's the top of 20 the best of your knowledge, these MEF forms from 2012 20 Page 3, Paragraph 2. 21 to 2014, they were maintained by ELS at their 21 THE ARBITRATOR: Oh, okay. I got it. 22 respective offices; isn't that right. 22 MR. BROWN: Read slowly so that the court 23 A. They should be, yes. 23 reporter can get it down. 24 Q. But to the best of your knowledge, none 24 MR. BERNSTEIN: Q. "When entering a project 25 of these MEF form in connection with any of the items 25 into the cap X system, as much detail as possible Page 151 Page 153 39 (Pages 150 to 153) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 should be provided, including but not limited to 1 A. I wouldn't say there's a freeze on 2 project reason descriptions, invoice descriptions, 2 accessing the documents. 3 comment boxes and backup documentation, such as bids, 3 Q. Well, let me get this clear, Ms. Barrett. 4 insurance certificates, and photos." 4 If your boss needed a document, say, because of a 5 Did I read that correctly? 5 litigation, are you telling us that you would not be 6 A. You did read that correctly. 6 able to access that document? 7 Q. You told us before that you ensure that 7 A. I'm not saying that. Pm not -- wouldn't 8 these procedures are followed; is that right? 8 be able to access it. We would be able to obtain that 9 A. Yes. 9 document. 10 Q. So that means that for each capital 10 Q. You would be able to obtain any document 11 expenditure project, all of these various forms of 11 on the cap X system? 12 documentation are kept; is that also true? 12 A. I don't know about "any document." 13 A. Yes, that is correct. 13 Q. Can you identify any document on the cap 14 Q. These various forms of documents are kept 14 X system that you would not be able to obtain if it 15 in what's referred to in this document cap X system; 15 was necessary? 16 is that right? 16 A. I would not be able to drill down and 17 A. Correct. 17 answer that question without having a specific 18 Q. Are you familiar with the cap X system? 18 question on which document you're asking for. 19 A. Yes. 19 Q. Okay. Well, let's look at this. Every 20 Q. And do you have access to the cap X 20 single project requires a project reason description. 21 system? 21 That's what the procedure says, right? 22 A. Yes. 22 A. Yes. 23 Q. Would you agree that its relatively — 23 Q. So that means for every project at issue 24 or fairly easy for an ELS employee to take a document 24 today that took place in 2014 and 2015, it was 25 off of the cap X system? 25 required by these procedures that a project reason Page 154 Page 156 1 A. No, I wouldn't agree with that. 1 description be drafted; isn't that right? 2 Q. Would you agree that if properly 2 A. Yes. 3 authorized, an ELS employee could get a document off 3 Q. And to the best of your understanding, 4 of the cap X system? 4 those procedures were followed? 5 MR. MORAN: Objection; vague. Vague as to 5 A. Yes. 6 time, what document, when. 6 Q. So that means that somewhere on the cap X 7 THE ARBITRATOR: Go ahead. 7 system maintained by ELS every project at issue today 8 THE WITNESS: That was my question. What 8 has a project reason description? 9 documents are you speaking ot? 9 A. Yes. 10 MR. BERNSTEIN: Q. Well, let's say that your 10 Q. Would you be able to access the project 11 boss came to you and said, I want a document from the 11 reason description associated with the petition items 12 cap X system. Would you be able to get that document? 12 at issue today? 13 A. It depends on the document. 13 A. Yes. 14 Q. Tell us, which documents can you not 14 Q. And would you be able to take those 15 access? 15 documents and print them out if needed and authorized 16 A. I can't -- I would have -- so, for 16 by ELS? 17 example, if I wanted to go in there today for a 17 A. So the way the system is, it's not a 18 project that has not been started yet and look at 18 document in there for the description. It's a 19 proposals, I can go do that. If the project has been 19 step-by-step template that you complete. So it's not 20 started, I would have to go -- and we've chosen a 20 a printable document. 21 vendor, I wouldn't be able to pull those proposals now 21 Q. Well, certainly there's a way to take 22 that it's been started. 22 information from the system and use it in paper form; 23 Q. So once a project has been started 23 isn't that right? 24 there's a freeze on accessing documents in the cap X 24 A. Yes. 25 system? 25 Q. So you could have gotten these project Page 155 40 (Pages 154 to 157) AMERICAN REPORTING SERVICES (800) 624-8688 Page 157 PROCEEDINGS - 7/19/16 1 reason descriptions off of the system and provided 1 bids. And those were also entered into the cap X 2 them to the homeowners; isn't that right? 2 system? 3 A. I could have, yes. 3 A. Correct. 4 Q. But you did not? 4 Q. And I believe you described some of the 5 A. So these items for -- and I'm going to 5 bids. For example, you mentioned with the roof that 6 speak to my year -- were discussed with the 6 proposals came in for 110- and $150,000? 7 homeowners. So it wasn't an option -- I didn't even 7 A. Right. 8 think that there was a need to go into our internal 8 Q. And those bids were entered into the cap 9 system, print something off, and give it to the 9 X system following the procedure outlined here? 10 homeowners because they were involved with all of 10 A. Correct. 11 this. 11 Q. But those bids were not provided in 12 The one thing that I didn't do was I didn't 12 connection with any of the petitions at issue today? 13 write it down and follow up in email. But they were 13 A. No. 14 definitely involved. I couldn't speak for 2012, 2013, 14 Q. In fact, no bids of any kind, other than 15 but I can speak for late '14 and '15, they were very 15 those that were ultimately acted on, were provided to 16 involved with what we were doing on the property. 16 the homeowners or the City through a petition system? 17 Q. So, Ms. Barrett, just for clarity, you 17 A. Correct. 18 did not produce -- or rather you did not print project 18 Q. Looking here, there's also photos of each 19 reason descriptions and provide them with the 19 project at issue today. And those photos -- is that 20 petitions issues to the City? Tbat's a yes, you did 20 correct? 21 not do that? 21 A. Yes. 22 A. I'm not going to say yes because there's 22 Q. And those photos were not provided to the 23 a process in the capital expenditures that, for 23 homeowners or the City through the petitions at issue 24 example, the moneys that we're going to spend in 2017, 24 today? 25 we're already planning those projects. So it's done 25 A. No. Page 158 1 prior to the new year, prior to the expenditures, 1 2 unless it is an un -budgeted request, meaning it's an 2 3 emergency situation. So those items have already been 3 4 discussed with the homeowners before they even go into 4 5 the system, so we plan a year in advance. 5 6 Q. Ms. Barrett, I appreciate your answer. 6 7 Let's put aside for a second the discussion with the 7 8 homeowners. 8 9 A. Sure. 9 10 Q. This is a very straightforward question. 10 11 The project reason descriptions that were in 11 12 the cap X system, they were not printed out and 12 13 provided to the City as part of 2013, 2014 and 2015 13 14 petitions; isn't that right? 14 15 A. So they wouldn't have been printed out 15 16 for 2013 or 2014 'cuz the cap X system didn't exist at 16 17 that time; it was just getting off the ground. And 17 18 for 2015 they were not. 18 19 Q. Looking at some of these other items, 19 20 there's also comment boxes that are contained within 20 21 the cap X system. Those were not printed out and 21 22 provided with any petition to the City -- 22 23 A. No. 23 24 Q. -- isn't that right? 24 25 We have here backup documentation, such as 25 Page 159 Page 160 MR. BERNSTEIN: No further questions at this time. THE ARBITRATOR: Okay. DIRECT EXAMINATION BY MR. JACCARD MR. JACCARD: Q. Jennifer, I'd like to call your attention to the language that Max asked you to read at the very beginning. A. Yes. Q. And it says, "When entering a project into the cap X system, as much detail as possible should be provided." That doesn't say does that every one of these items necessarily is provided? A. Correct. Q. So for any particular project, some of these things may not be provided? A. Correct. Q. Based on whoever is making the input decision to input whatever is put in the system? A. Correct. Q. So Max's assumption that each one of these items exist for every project isn't true, correct? A. Correct. MR. JACCARD: Thank you. Page 161 41 (Pages 158 to 161) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 THE ARBITRATOR: Okay. 1 So we're waiting for Mr. Heine; is that 2 MR. BERNSTEIN: Mr. Baskin, may I ask one 2 right? 3 more short line of questioning of Ms. Barrett? 3 MR. MORAN: Mr. Heine. 4 THE ARBITRATOR: I don't know. It depends on 4 THE ARBITRATOR: We can go offthe record. 5 what it's about. 5 (Discussion held offthe record.) 6 MR. BERNSTEIN: It's about a very related 6 THE ARBITRATOR: I'd like to entertain from 7 issue. It's about the contracts at issue in this 7 respective Counsel, Neil and Nate or whoever Nate 8 case. 8 wants to designate -- 9 THE ARBITRATOR: Go ahead. 9 MR. ANDREWS: Excuse me. May I -- can we 10 REDIRECT EXAMINATION BY MR. BERNSTEIN 10 release Jorge? 11 MR. BERNSTEIN: Q. Ms. Barrett, you also 11 (Discussion held offthe record.) 12 mentioned that the standard contracts with the vendor 12 THE ARBITRATOR: What I'd like to hear is 13 is 30 pages long; isn't that right. 13 from the petitioners with regard to each of these 14 A. I might have been exaggerating a little 14 items that remain on the list whether or not they're 15 bit. I'm not sure exactly how many pages, but it's 15 seeking the pass through as a capital replacement or a 16 pretty lengthy. 16 capital improvement. 17 Q. There's a lengthy contract -- 17 MR. MORAN: Yes. 18 A. Yes. 18 THE ARBITRATOR: And then hear from you as to 19 Q. -- with each vendor? 19 whether or not you think it's a capital improvement, 20 A. Yes. 20 capital replacement, or maybe you are going to argue 21 Q. And that's to protect ELS? 21 that it's maintenance and repair. And I'd like to 22 A. Yes. 22 know where we're going with that. I'm required to 23 Q. So you make sure that every transaction 23 make specific findings on the issues, so I should know 24 of a big nature is going to have one of these 24 what is being requested. 25 contracts, right? 25 MR. MORAN: Excellent. Could we have a short Page 162 Page 164 1 A. Correct. 1 break so 1 can talk to the client representatives 2 Q. You would agree that in these contracts, 2 about that? 3 I believe this is actually a quote from your earlier 3 THE ARBITRATOR: Sure. 4 testimony, it reads what the job would be; isn't that 4 [Short recess.] 5 true? 5 THE ARBITRATOR: You guys wanted to present 6 A. Correct. 6 some testimony about homeowners' communications or 7 Q. That's written into the contract. But 7 decision-making? 8 other than the one or two-page excerpts that we've 8 MR. COOPER: We did. I think that Neil had 9 already discussed, none of those contracts were 9 wanted to call Robert on that issue, but we're happy 10 attached to the petitions provided to the City, isn't 10 to -- 11 that true? 11 THE ARBITRATOR: You want to call Robert and 12 A. Correct. 12 then they're going to respond? 13 Q. But you did keep those contracts? 13 MR. MORAN: I'll let them put on their case, 14 A. Yes. 14 and then I'll have Robert bat cleanup. 15 MR. BERNSTEIN: No further questions. 15 THE ARBITRATOR: Is that all right with you? 16 RECROSS-EXANIINATION BY MR. JACCARD 16 MR. COOPER: Yes, it is. 17 MR. JACCARD: Q. Isn't it true that on our 17 THE ARBITRATOR: Okay. 18 standard form contract, the description of work is 18 MR. BERNSTEIN: We'll go ahead and get 19 actually not entered into the contract? It's actually 19 started by talking to Mr. Heine a little bit. 20 in Exhibit A, which is typically the vendor's 20 Q. Mr. Heine, you mentioned before that 21 proposal, which in those cases is the documents here? 21 you're currently the CM HOA president and a resident? 22 A. Yes, correct. 22 A. I should point out that even though I 23 THE ARBITRATOR: Okay. Any other questions? 23 talked earlier, I haven't been sworn. 24 MR. JACCARD: No. 24 Q. Oh, okay. Well, let's swear in Mr. 25 THE ARBITRATOR: Any more here? 25 Heine. Page 163 Page 165 42 (Pages 162 to 165) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 RICHARD HEINE, 1 A. No, because the Social Security increase 2 was called as a witness, and the said witness, being 2 is base on a national cost of living index. The Bay 3 first duly sworn, was thereupon examined and testified 3 Area one has for many years been much higher than the 4 as hereinafter set forth. 4 nation. 5 --000-- 5 Q. So, Mr. Heine, would it be a hardship for 6 THE ARBITRATOR: And state and spell your 6 you to have to pay an additional, say, $500 this year 7 name for the record. 7 in rent? 8 THE WITNESS: Richard Heine, H -E -I -N -E. 8 A. Absolutely. 9 MR. BROWN: And can we have a stipulation 9 Q. Would it be a hardship for you to have to 10 from the petitioner that there's no objection to his 10 pay $250 extra in rent? 11 previous testimony, and it will be treated as though 11 A. Yes. 12 it were under oath? 12 Q. Can you tell us a little bit about what 13 MR. MORAN: Yes. 13 that would look like? 14 DIRECT EXAMINATION BY MR. BERNSTEIN 14 A. Well, we would be able to pay it, but it 15 MR. BERNSTEIN: Q. All right. Mr. Heine, 15 would certainly detract from other places where we 16 can you tell us, how long have you lived at Contempo 16 would use that money. 17 Marin. 17 Q. I'd like to ask you a few questions, too, 18 A. 22 years. 18 about some communications that you'd have with ELS. 19 Q. What did you do or what do you do 19 As the president of ELS -- I'm sorry, as the 20 currently for a living? 20 president of the homeowners' association -- 21 A. I'm retired, but I devote most of my time 21 A. I just got promoted. 22 to the HOA. 22 Q. Mr. Heine, do you talk a lot with 23 Q. What did you do before you were retired? 23 employees of ELS? 24 A. I worked for Apple Computer. 24 A. I meet regularly with Robert. 25 Q. I'd like to ask you a few questions about 25 Q. And what kind of things do you discuss? Page 166 Page 168 1 your income and how an arbitration like this and a 1 A. We meet monthly with -- our whole board 2 pass through like this affects you. 2 meets monthly with him to discuss issues that we would 3 Can you tell us, what are the sources of 3 like to get resolved. 4 income that you have now? 4 Q. And do you also have conversations with 5 A. My wife and I both get Social Security, 5 Ms. Barrett? 6 and she has two part-time jobs. 6 A. Yes. 7 Q. And is Social Security what you would 7 Q. Okay. 8 consider a fixed income? 8 A. Not as frequent, though. 9 A. It has been recently because this year, 9 MR. BROWN: I'll have the court reporter mark 10 and as projected for next year, there will be no cost 10 this as Exhibit 3. 11 of living increase in Social Security. 11 (Respondents' Exhibit 3 was marked for 12 Q. Even if there was no pass through of any 12 identification and received into evidence.) 13 capital cost here, do you anticipate that your rent 13 MR. BROWN: Q. Mr. Heine, can you tell us 14 would go up this year at Contempo Marin? 14 what I've just handed you? 15 A. Certainly, under the terms of the 15 A. You've handed me a copy of a letter that 16 ordinance. 16 was written on January 13th of this year to Jennifer. 17 Q. Can you explain a little bit about why 17 Q. And who wrote that letter? 18 that's the case? 18 A. I wrote it. 19 A. Well, the ordinance allows them to raise 19 Q. And who sent that letter to Jennifer? 20 the rent a percentage based on the cost of living 20 A. I sent it to her. 21 percentage for the Bay Area. 21 Q. And can you tell us what the contents of 22 Q. And can you explain, does the fact that 22 that letter are, in general terms? 23 your Social Security income is also based on the cost 23 A. Basically, we had been asking for some 24 of living, does that not cover the raise in cost of 24 time that if ELS wants money from us to spend on a 25 living? 25 project, we would like to discuss the project before Page 167 Page 169 43 (Pages 166 to 169) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 the money is spent. 1 Q. Of 20 -- 2 Q. Can you tell us again the date of this 2 A. Of this year. 3 letter? 3 Q. -- 16. 4 A. January 13th. 4 And was that after your January 13, 2016, 5 MR. BERNSTEIN: No further questions for 5 letter? 6 Mr. Heine at this time. 6 A. I'm not sure. 7 THE WITNESS: I'm sorry? No. 7 Q. That's fair. 8 MR. BERNSTEIN: No further questions at this 8 And do you remember it being agreed that a 9 time, Mr. Heine, from me. 9 Google document would be prepared? 10 CROSS-EXAMINATION BY MR. MORAN 10 A. That came up at a subsequent meeting. 11 MR. MORAN: Q. Mr. Heine, you had help from 11 Q. Thank you. 12 a lawyer writing this letter? 12 And is that that Mr. Meloney agreed to create 13 A. We had some advice, yes. 13 a Google document? 14 Q. Yeah, so these words aren't yours; they 14 A. No. As I recall, Jennifer offered to 15 were cooked up by a lawyer -- 15 share some Google docs which would give us the 16 MR. BROWN: Objection -- 16 information prior to the expenditure. 17 THE ARBITRATOR: Restate the question. 17 Q. And what document did Mr. Meloney agree 18 Rephrase your question. 18 to prepare in draft as a proposal? 19 MR. MORAN: Q. Let's go through a few parts. 19 A. I don't know. 20 THE ARBITRATOR: Remember; I'm not a jury. 20 Q. How about yourself, did you offer to 21 MR. MORAN: All right. Thank you. 21 prepare something? 22 Q. How many times have you met or spoken 22 A. No. 23 with Jennifer Barrett about anything to do with the 23 Q. It was all Jennifer? 24 park? 24 A. [Witness nodded head.] 25 A. Probably three or four times. 25 Yes. Page 170 Page 172 1 Q. Total? 1 Q. And did anybody -- so when do you recall 2 A. [Witness nodded head.] 2 that Jennifer -- did she agree to prepare a draft 3 Q. Is that "yes"? 3 document? 4 A. [Witness nodded head.] 4 A. As I recall in our first meeting, yes, 5 Q. I'm sorry, because we have a court 5 she offered to do that. 6 reporter, I need you to answer out loud. 6 Q. And was that -- she was going to share a 7 A. Yes. 7 document, a Google document that had already been 8 Q. Thank you, sir. I'm not trying to give 8 prepared? 9 you a hard time, I promise. 9 A. That was a subsequent meeting. 10 A. I understand. 10 Q. Okay. 11 Q. And what have you discussed, if you 11 A. And my understanding was some Google 12 recall, with Ms. Barrett? 12 document that ELS already had. 13 A. On at least one occasion we discussed 13 Q. And when was this -- the first meeting 14 developing some procedure whereby we could be 14 we're talking about was in approximately January 15 consulted on cap X expenditures before the money was 15 of 2016? 16 spent. 16 A. Yes. 17 Q. And why don't you tell us what you and 17 Q. And the second meeting where the subject 18 Jennifer talked about in that conversation? 18 of a Google document being shared came up, 19 A. As I recall the fust time we talked 19 approximately when was that meeting? 20 about it, she was going to prepare a draft procedure 20 A. I'm not really sure. I'd have to say 21 and see if we could work out something that was 21 several months later. 22 amenable to both of us. 22 Q. And did you ever follow up with Jennifer 23 Q. And when did that discussion take place? 23 and say, in effect, Where's the Google document? 24 A. I'm guessing a little bit, but I want to 24 A. No. 25 say January. 25 Q. Did anyone else for the homeowners' board Page 171 44 (Pages 170 to 173) AMERICAN REPORTING SERVICES (800) 624-8688 Page 173 PROCEEDINGS - 7/19/16 1 do that -- 1 Q. The leather fiuniture? 2 A. Not that -- 2 A. The leather finniture and possibly the 3 Q. -- follow-up? 3 pool ftnniture. 4 A. Not that I'm aware of 4 Q. What was said about the leather 5 Q. Did you ever follow up with Jennifer and 5 finniture? 6 say, How about this cap X procedure that you were 6 A. I believe I mentioned that it's subject 7 going to draft up? 7 to almost instant vandalism. 8 A. No. 8 Q. And that item has been dropped from the 9 Q. Did Jennifer Barrett ever send an email 9 petition today? 10 out in the January, February 2016 time period where 10 A. Yeah. 11 she was asking for follow-up from the homeowners' 11 Q. But until today, it wasn't dropped? 12 board? 12 A. That's right. 13 A. Follow up on what? 13 Q. And other than expressing some concern or 14 Q. On preparing a draft capital expenditure 14 disappointment about the choice of materials for the 15 document? 15 clubhouse fiuniture, did you express any 16 A. Not that I'm aware of 16 disappointment in any other capital expenditures when 17 Q. Have you found Jennifer Barrett to be 17 you've spoken with Jennifer? 18 fairly easy to talk to about these things, or 18 A. Not that I can recall. 19 difficult or how -- I know -- how would you describe 19 Q. You mentioned -- and I'm not trying to 20 the relationship? 20 put words in your mouth -- something about the pool 21 A. I'm not sure how to describe it. 21 finniture. Did that subject come up with Jennifer? 22 Q. Did I ask an awkward question, sir? 22 A. Not that I can recall. 23 A. Somewhat. 23 Q. Have you spoken with Robert Andrews -- 24 Q. Okay; that's fair. 24 well, you testified that you had regular meetings with 25 Did Jennifer Barrett ever speak with you 25 Mr. Andrews? Page 174 Page 176 1 about her thoughts about what repairs and improvements 1 A. Yes. 2 should be made in the park? 2 Q. And the board would meet on an 3 A. Yes, she's mentioned a few. 3 approximately monthly basis with him? 4 Q. And which ones has she mentioned over 4 A. Yes. 5 time? 5 Q. And during your -- the board's regular 6 A. I can't remember specific ones, but I 6 meetings with Robert Andrews, did the subject of 7 know that we talked about improving the appearance of 7 capital improvements ever come up? 8 the clubhouse. 8 A. Not that I can recall. What came up 9 Q. And did you ever speak with Jennifer 9 mostly was ongoing smaller problems. 10 about any of the capital expenditures that we've been 10 Q. Would you give us an example? 11 talking about today? 11 A. The lagoon area has three aerators, and 12 A. Not the ones we've been talking about 12 one has been out for months. So on a regular basis, 13 today. 13 we would get an update on the status of that from 14 Q. Did you ever talk to Jennifer Barrett and 14 Robert. 15 express disappointment that certain capital 15 We would occasionally have things like a leak 16 expenditures have been undertaken? 16 in the kitchen, and we could discuss that. Ongoing 17 A. Yes. 17 problem is loud parties on weekends, and we've 18 Q. Which ones did you tell her you were 18 discussed that. Those sort of things. 19 disappointed had been undertaken? 19 Q. Is it correct there have been discussions 20 A. I believe we talked about the finniture 20 about parking regulations? 21 at one point. 21 A. Right. 22 Q. I'm sorry, the last two words? 22 Q. And that has nothing to do with capital 23 A. The finniture. 23 improvements? 24 Q. In the clubhouse? 24 A. No. 25 A. Yes. 25 Q. Have you found it easy to communicate Page 175 Page 177 45 (Pages 174 to 177) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 with Mr. Andrews? 1 working on the parking issue, but I'm not sure what 2 A. Yes. 2 this has to do with the matters in front of us today 3 Q. How about have you found it easy to 3 or cap X in general. 4 communicate with Jennifer Barrett? 4 THE ARBITRATOR: So you're objecting on 5 A. Somewhat. 5 relevancy. 6 Q. And when you say "somewhat," what do you 6 MR. COOPER: That's the objection. 7 have in mind? 7 THE ARBITRATOR: Well, maybe you can try and 8 A. It disappoints me that when she visits 8 tie it in. 9 that I don't get a call and say, Can we spend 15 or 9 MR. MORAN: Yeah. Can I have a second? 10 20 minutes and just catch up on what's going on. 10 THE ARBITRATOR: Can I make a suggestion? 11 Q. Okay. Did Jennifer Barrett ever invite 11 MR. MORAN: Yeah. 12 you to a meeting with a City official on the subject 12 THE ARBITRATOR: What's before me is a 13 of parking outside the park? 13 request for a series of petitions for a pass through 14 A. Yes. 14 of capital improvements or capital replacements. 15 Q. What did she -- what did you understand 15 MR. MORAN: Yes, sir. 16 she was inviting you to do? 16 THE ARBITRATOR: I'm aware of the transcript 17 A. To represent the HOA. 17 from the city council hearing because you provided it 18 Q. At a meeting with officials from the City 18 to me, thank you, and in some ways it did help give me 19 of San Rafael? 19 some direction on what I'm supposed to do. But it 20 A. We met with the vice mayor and the City 20 didn't ask me to find whether or not in these recent 21 parking services manager. 21 times whether there has been an increase in the 22 Q. And when was that? 22 communication between ELS and the HOA and residents or 23 A. Within the last couple of months. 23 whether or not there's been any procedure established 24 Q. And what did you understand instigated 24 to get pre -approval, input, or any of that. And it 25 that meeting? 25 wouldn't be in the ordinary course of things until you Page 178 Page 180 1 A. Because the residents, many residents are 1 asked me to that I would comment on that in my 2 forced to park out on Smith Ranch Road outside the 2 decision from today's hearing. 3 park. The homes on Smith Ranch Road have complained 3 So I'm not sure we need to spend too much 4 to the City about the parking, the garbage that was 4 time on that subject. Not to say that it's not 5 being disposed, the noise, and so forth. So the City 5 important or of significant interest and shouldn't be 6 wanted to get together and talk about it. 6 pursued between ELS and the homeowners' association, 7 Q. So did you understand that 7 but I'm not sure it needs to be done here at the 8 representatives of the City called the park owner to 8 arbitration hearing. 9 arrange a meeting? 9 MR. MORAN: Thank you. 10 A. That was my assumption. 10 THE ARBITRATOR: Now, if you want me to act 11 Q. Yes, and that it was Jennifer who reached 11 as your mediator when this is done and help that out, 12 out to the homeowners' association board to have 12 we can talk about it, but in the meantime, why don't 13 someone there? 13 we try and focus on the petitions. 14 A. I'm not sure if it was Jennifer or 14 MR. MORAN: That's fine; that's great. I 15 Robert, but one of them told me that the meeting was 15 agree. 16 coming up. 16 THE ARBITRATOR: Okay. 17 Q. Okay, and invited board members to attend 17 MR. MORAN: I don't have any more questions 18 or what? 18 for Mr. Heine. Thank you. 19 A. No, just me. 19 THE ARBITRATOR: Anything else? 20 Q. As the president? 20 MR. COOPER: I think that your proposal is 21 A. Yes. 21 fine. It sounds like you've already received into 22 Q. And did you accept the invitation? 22 evidence the portions of the transcript, and if I 23 A. Sure. 23 don't have to do any work introducing those, I know 24 MR. COOPER: Neil, can I interpose an 24 we're not following formal rules, but you have those 25 objection that I appreciate the work Jennifer has done 25 excerpts, you have the city council resolution, one Page 179 Page 181 46 (Pages 178 to 181) AMERICAN REPORTING SERVICES (800) 624-8688 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 PROCEEDINGS - 7/19/16 attached to Mr. Moran's brief and one attached to 1 wrong -- mine, and as long as those are part of the record, I 2 MS. BARRETT: It's in Exhibit C in your think -- 3 binder. THE ARBITRATOR: Well, if you want it to be 4 MR. MORAN: Actually, I identified the wrong part of the record, you should introduce it because 5 item. So the item I'm referring to is the pool what I'm referring to is, you know, you both submitted 6 furniture, which is Item 17? pre -arbitration statements which had exhibits, all of 7 THE ARBITRATOR: Correct. which I've read, but they aren't part of the record 8 MR. MORAN: Pardon me. and wouldn't be part of my decision-making process, 9 Q. And the vendor is Gym Source, G -Y -M, which will be limited to what's actually made a part 10 S -O -U -R -C -E. of the record. 11 A. No, Horizon Casual. So -- but consistent with what I earlier 12 MR. MORAN: Gosh, darn it. Excuse me, rats. said, I'm not so sure that I need that as a piece of 13 Q. So just to set the table here, we're evidence because it's not pertinent to what I'm 14 looking at Horizon Casual invoice, and there appears deciding. 15 to be an invoice date in the upper right comer of MR. COOPER: I understand that statement with 16 June 22, 2015. respect to the transcript. There are two city council 17 Do I have the right document now? resolutions, and those in the past have been accepted 18 A. That's what I'm looking at. by the parties on how the ordinance would be 19 Q. So when I'm right, and I ask you interpreted. 20 questions, say "yes." THE ARBITRATOR: Those would be welcome. 21 A. Yes. MR. COOPER: I think we have copies of those. 22 Q. Can you do that? If we're done with all the testimony, we can mark 23 A. Yes, sir. those. 24 Q. That's an excellent answer. THE ARBITRATOR: Let's find out. 25 So is it correct that --just to identify how Page 182 Page 184 You were reserving the right to talk to 1 many items, there are 15 chaises? Robert. Do you want to talk to him about any of these 2 A. Yes. issues? 3 Q. Excellent. And there are 40 chairs? MR. MORAN: I don't -- no, I do not -- 4 A. Yes. Yeah, there's one item I need to talk to him 5 Q. And ten tables? about, which is the pool furniture -- 6 A. Yes. THE ARBITRATOR: Okay. 7 Q. So let's talk about -- I want to walk you MR. MORAN: -- but other than that, I 8 through what was there before, okay? This is don't -- because I don't see it as a requirement of 9 furniture in the pool area, correct? the ordinance to get into how many meetings they've 10 A. Correct. had, it's not part of the ordinance, I don't need to 11 Q. All right. And the pool area is what, take our time today to walk him through that. 12 near the clubhouse? THE ARBITRATOR: So No. 17, the pool 13 A. Yes. furniture. 14 Q. So before the new furniture was purchased ISSUE - POOL FURNITURE 15 from Horizon Casual, how many chaises were there? How ROBERT ANDREWS 16 many chaise chairs? DIRECT EXAMINATION BY MR. MORAN 17 A. My best recollection, I think there were MR. MORAN: Q. Mr. Andrew, do you have the 18 11. invoice for the -- this is, for the record, this is 19 Q. Let me get my notes here. So there Item 18, which is new fitness room furniture in the 20 were -- so we have chaises. Those are like long amount of $10,518.93. 21 things you sit and lie on? Mr. Andrews, do you have the -- I am not 22 A. Yes. seeing it in my -- 23 Q. All right. And there were a total of how MS. BARRETT: It's in Exhibit C. 24 many that were purchased? MR. MORAN: Oh, pardon me, I've got the 25 A. Fifteen. Page 183 Page 185 47 (Pages 182 to 185) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 I Q. And there were, beforehand, 11? 1 MR. BROWN: Why don't you describe both of 2 A. Correct. 2 them and we'll have them marked at the same time. 3 THE ARBITRATOR: Did you keep all 11? 3 MR. COOPER: And I also have Resolution 4 THE WITNESS: [Witness shook head.] 4 No. 13236. This is dated September 19th, 2011. This 5 MR. MORAN: I didn't hear that, Mr. Baskin. 5 was Exhibit 1 to the homeowners' brief 6 THE ARBITRATOR: They didn't keep the 11. 6 THE ARBITRATOR: What was it, December 11th? 7 THE WITNESS: No. 7 MR. COOPER: September 19th, 2011. 8 THE ARBITRATOR: The 11 were replaced by the 8 (Respondents' Exhibit 4 was marked for 9 new 15? 9 identification and received into evidence.) 10 THE WITNESS: Yes. 10 (Respondents' Exhibit 5 was marked for 11 THE ARBITRATOR: So the net number is 15. 11 identification and received into evidence.) 12 THE WITNESS: Correct. 12 MR. MORAN: And then, in case its not clear 13 MR. MORAN: Q. Of the 15, 11 were 13 already on behalf of petitioner, we ask that the 14 replacements? 14 exhibits to our hearing brief be admitted. 15 A. Correct. 15 THE ARBITRATOR: Okay. Now, if I understand 16 Q. A total of 40 chairs were purchased, 16 correctly, your 64 -page Exhibit 1 includes all of the 17 correct? 17 items that he just referenced. 18 A. Yes. 18 MR. COOPER: It does. 19 Q. And how many chairs were there before 19 MR. MORAN: But ours do not include at least 20 this? 20 one page that was in that collective Exhibit 1. My — 21 A. 20. 21 at least my copy of the hearing brief does not include 22 Q. So there were 20 new chairs after this 22 Page 1 of a contract that is dated February — 23 purchase, correct? 23 THE ARBITRATOR: Okay. But that's Page 44 of 24 A. Yes. 24 of -- I recall that, Page 44 of Exhibit 1. 25 Q. Tables, how many tables total were 25 MR. MORAN: It is. Page 186 Page 188 1 purchased? 1 THE ARBITRATOR: Yeah, okay. So just — 2 A. Six tables. 2 okay. But you would want that in, I would suppose. 3 MS. BARRETT: No, it's ten. 3 MR. MORAN: No. 4 THE WITNESS: Sorry, ten tables. 4 THE ARBITRATOR: Not necessarily. 5 MR. MORAN: Q. And how many were there 5 MR. MORAN: No, we don't think its — 6 before? 6 THE ARBITRATOR: You don't think its the 7 A. Four tables. 7 contract. 8 Q. Yes. And so there was a net increase of 8 MR. MORAN: No. 9 six tables, correct? 9 THE ARBITRATOR: Okay. 10 A. Correct. 10 Do you want to comment on either of these 11 MR. MORAN: Okay, that's all I have. 11 exhibits, 4 or 5? 12 THE ARBITRATOR: Good. 12 MR. COOPER: It would just be argument. I 13 All right. So the testimony is closed. I 13 can do so now or save it. 14 now want to hear from Counsel. 14 THE ARBITRATOR: Let's save it. 15 So we were going to go through the list, and 15 MR. COOPER: I'm just thinking hereabout 16 you're going to -- I guess they could be in the nature 16 whether it makes sense for us to move into evidence 17 of closing, and you had a couple -- before we do that, 17 the exhibits in our brief. It's starting to create a 18 you had a couple exhibits you wanted to introduce. 18 duplicate record because we're overlapping here, and 19 MR. COOPER: That's right. We would 19 I'm not sure what purpose it would serve. But just in 20 introduce the two city council resolutions. 20 the interest of being thorough. 21 THE ARBITRATOR: No. 4 is city council of 21 THE ARBITRATOR: I don't have a problem with 22 what date? 22 accepting into evidence the exhibits attached to the 23 MR. COOPER: It's resolution NO. 12014. The 23 respective briefs. 24 date at the end is August 7, 2006. This was Exhibit D 24 MR. COOPER: Great. 25 to ELS' brief. 25 THE ARBITRATOR: I think they are duplicative Page 187 48 (Pages 186 to 189) AMERICAN REPORTING SERVICES (800) 624-8688 Page 189 PROCEEDINGS - 7/19/16 1 and -- I and evidence should be the exhibits. 2 MR. COOPER: Sounds good. 2 So testimony is closed. Both sides have 3 THE ARBITRATOR: That way I have a complete 3 presented such witnesses and testimony as they 4 record. The problem is the reporter doesn't have 4 desired, and I have now asked for argument from 5 them, and they won't be part of the transcript unless 5 Counsel. I guess it could be in the nature of closing 6 you mark them separately. 6 argument and asking for, as part of that, if you 7 MR. MORAN: I'm happy to mark ours 7 would, Mr. Moran, tell me with regard to the various 8 separately. 8 items along the way while you're making your argument 9 THE ARBITRATOR: For the record, then, so 9 whether you're urging that some something is a capital 10 you're going to submit your pre -arbitration brief with 10 replacement or capital improvement. 11 exhibits, and that's going to be E. 11 MR. MORAN: Yes. 12 (Petitioner's Exhibit E was marked for 12 CLOSING ARGUMENT BY PETITIONER 13 identification and received into evidence.) 13 MR. MORAN: First, thank you, everybody, for 14 MR. BROWN: I would just say, obviously, you 14 making this a pleasant hearing. Thank the arbitrator, 15 as the arbitrator received the pre -hearing briefs and 15 the court reporter, and especially the homeowners who 16 considered them. Typically, briefs don't themselves 16 are here. 17 become evidence in a hearing; that's somewhat unusual, 17 The first three items are capital 18 but I have no problem marking them, you know, with the 18 replacements as defined in the City's definitions at 19 objection that, you know, they can't be considered as 19 20.04.020. 20 evidence as to fact, at least, the briefs themselves. 20 They're "substitution, replacement, or 21 THE ARBITRATOR: Right. And, actually, I 21 reconstruction of pieces of equipment, machinery, 22 mean, Neil, I kind of was getting a little bit sloppy 22 streets, sidewalks, utilities, landscape, structures 23 here but because you grabbed it from Jennifer, I 23 of $5,000 or more which materially benefit and add 24 understood the expedience of it. All you really need 24 value." 25 is the exhibits, not the brief itself. 25 Item No. 4, the 44 -inch -wide 19 horsepower Page 190 Page 192 1 MR. MORAN: I just want the complete record. 1 Kawasaki mower, we believe, is an improvement. There 2 I understand that in litigation we have these two 2 was no 44 -inch mower before. It does not have to meet 3 buckets of things. We have pleadings — I guess many 3 the $5,000 threshold for capital replacement, but it 4 buckets. We have fact evidence, we have the 4 is an improvement. It directly and primarily benefits 5 documentary evidence, we have oral testimony evidence. 5 and serves the existing mobile home park homeowners by 6 We -- but I wanted to make -- so I'm not offering the 6 materially adding to the value of the park, 7 narrative part of the brief as evidence. I'm offering 7 appreciably prolonging its useful life and adapting it 8 it as part of the record. 8 to new uses. It was amortized under the provisions of 9 THE ARBITRATOR: Well, I don't think its 9 the Internal Revenue code and ELS' own capitalization 10 necessary. 10 policy. 11 MR. MORAN: Okay. 11 Item No. 5, which is the Linscott Engineering 12 THE ARBITRATOR: So why don't you just give 12 drainage improvements, we believe, qualify as both 13 Neil back the part of E that is the argument, the 13 capital improvements and capital replacement. It's an 14 first whatever, I forget how many pages it is. I can 14 improvement to the extent that it was a 15 tell you. The narrative is Pages 1 through 9; it's 15 reconfiguration of -- because it created a proper 16 everything preceding Tab A, Exhibit A. 16 slope for the drainage lines, it allowed water to 17 MR. MORAN: That's great. 17 drain from an area that was not draining before, and 18 THE ARBITRATOR: And then with regard to the 18 therefore, it qualifies as an improvement. 19 homeowners' association, your packet will be No. 6, 19 It could also be seen as a replacement 20 and it's the HOA exhibits to pre -arbitration 20 because there was -- one could say that it involved a 21 statement, right. 21 reconstruction or replacements or substitution of what 22 (Respondents' Exhibit 6 was marked for 22 had been there before, and it certainly was over 23 identification and received into evidence.) 23 $5,000, so it qualifies as both. 24 THE ARBITRATOR: I do think, as a general 24 Moving on to the 2014 petition, we have the 25 proposition, arguments should be in the transcript, 25 Items 6 and 7, which are the Caron, C -A -R -O -N, Climate Page 191 Page 193 49 (Pages 190 to 193) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 Control, which were two new air-conditioning units 1 then a whopping 9 percent sales tax at $468, so the 2 that were placed on the clubhouse, on the roof of the 2 total for the weight bench, the treadmill, and the 3 clubhouse and office, and the related state -mandated 3 weights, which are replacements, is $5,677. 4 studies, the Title 24 analysis, permits, and 4 The remaining exercise equipment is an 5 documentation. And those qualify as replacements 5 improvement because it was not there before, and the 6 because there were air conditioning units before, and 6 item itself was approximately $3,800 with tax, and the 7 it's more than $5,000. 7 prorated portion of the delivery and the installation 8 That's takes us over to Items 13 and 14 and 8 charge come to $4,841. And under the definition of 9 19. Those are all roofing items, Thomas Brooke 9 capital improvement, it does not have to meet the 10 Roofing, for a new roof on the clubhouse. And that 10 $5,000 threshold. 11 was about $75,000 and associated work, and then a new 11 There's nothing in the ordinance that says 12 roof over the laundry room for $5,250. Because there 12 that -- there's no definition in the ordinance of what 13 were roofs before, those are replacements. 13 equipment is. I -- I've only been a lawyer for 14 Item No. 15 is the American Asphalt item for 14 35 years. I had hoped one day to be able to use 15 $9,280. That's a replacement because it involved the 15 Black's Law Dictionary; today is my day. I've had 16 replacement or reconstruction of a piece of -- 16 this book for a long time and never looked at it, but 17 actually, the ordinance says sidewalk. So these were 17 this morning I did. And I represent to you, and we 18 around the lagoon. 18 can see this amazing thing. 19 THE ARBITRATOR: Can you read to me again 19 The equipment is defined by Black's as 20 what it says about sidewalk? 20 "furnishings or outfit for the required purposes, an 21 MR. MORAN: Yeah, in the -- I made a little 21 exceedingly elastic term, the meaning of which depends 22 blowup of the capital replacement, and the full 22 on context." There's a citation. It goes on, 23 definition is on the left, but I think the elements of 23 "whatever is needed in equipping; the articles 24 it are on the right in the way of -- under what you 24 comprising an outfit," and this part is my favorite -- 25 call the demonstratives. 25 "equipage." And then there's a citation to something Page 194 Page 196 1 THE ARBITRATOR: Okay. 1 I don't understand. 2 MR. MORAN: Then we dropped the clubhouse 2 And I, on a more serious level, if you just 3 firniture. 3 Google it, as the young people say, I think you'll 4 Moving on to the pool furniture. These — 4 find that the word equipment has quite a broad 5 there were both capital replacements and capital 5 definition, and I think it certainly encompasses 6 improvements on the pool furniture, and Mr. Andrews 6 furniture. 7 just testified to it. And the way the arithmetic 7 MR. MORAN: Max, that's called a book. 8 works, there were the -- when you prorate the delivery 8 THE ARBITRATOR: Look at the color of the 9 and other changes, the replacements total 9 pages. 10 approximately $8,634, and the improvements, which are 10 MR. MORAN: On a more serious vein, I think 11 the four chaises, twenty chairs, and six tables that 11 the first one of these petitions I did was in 2006 or 12 were not there before, when you do the extension of 12 it was for expenditures of 2006. I — every three 13 the cost, these improvements totaled $6,203. 13 years or so, we go through this drill. It's hard -- I 14 So it's both -- so one component of the pool 14 was just talking to Nate about this. I really believe 15 furniture is replacement, which is $8,634, and the 15 it's difficult, if I were a homeowner -- I think it's 16 other component is improvement, which is approximately 16 difficult on both sides. 17 $6,203. So it's partially replacement, partially 17 I think the most important thing to me in my 18 improvement. 18 own life is autonomy, and if I lived in a situation 19 The gym equipment, the final Item No. 18, has 19 where someone could spend money and make me pay for it 20 a similar situation. There were replacements of the 20 to go buy a new chair or a new piece of sidewalk or a 21 weight bench, the treadmill, and the weights — the 21 piece of exercise equipment, lord knows I don't use 22 dumbbells, and those items, the extension of those 22 exercise equipment, but I don't mean to belittle it or 23 items is $4,395. Then there was some heavy delivery 23 trivialize it. It would be ahnost intolerable. The 24 and setup charges. Those, the prorated amount of the 24 idea is sort of like -- it is like taxation. 25 delivery charges and the installation was $8,114, and 25 But inherent in this relationship, for better Page 195 Page 197 50 (Pages 194 to 197) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 I or worse, is this constant tension between the park I THE ARBITRATOR: I understand that. I'm not 2 owners, ELS, who are making these expenditures, and in 2 sure what exactly my award is if it's a judgment since 3 a rent -controlled environment that market doesn't pass 3 there was no testimony -- and thank you for your frank 4 it through, we have a mechanism on the one hand, and 4 statement on that. You know, you paid for it out of 5 then wanting to get a return on that investment, and 5 cash, which I'm not surprised, but — so the ordinance 6 then the park residents, who -- I mean, I don't speak 6 itself doesn't provide for interest if you haven't 7 for any of them, obviously -- but who are on the 7 borrowed the money. 8 receiving end of other people's decisions. 8 And I noticed in the transcript from the 9 And I don't have an answer to that, but I met 9 decision of the city council on a previous proceeding 10 some nice people from the park, and two of them are 10 when this -- he made the payments due over 24 months 11 here today, and they're good people, and it's 11 and reinstated some of the items the arbitrator had 12 difficult. And I -- we know these expenditures were 12 omitted, et cetera. But anyhow, they made a decision 13 made, we know that ELS paid for them, and that's what 13 that it was payable over 24 instead of 12 months, but 14 I've got to say. 14 they didn't include an interest component. 15 MR. JACCARD: I would just add we have a lot 15 And another thing that troubled me about the 16 of different communal living situations, whether it be 16 question of interest -- and I haven't resolved this in 17 a condominium or a residential subdivision that's got 17 my own mind, which is why I invited you to speak about 18 an HOA, where expenses are made, and they're passed on 18 it, and you will have your opportunity — but is that 19 to a bigger group of people. It's not an unusual 19 there's a number of factors that go into the situation 20 situation; it's not an unfair situation. This just 20 when you're trying to figure out when to award 21 happens to be a community living situation where 21 interest on what amount from when. 22 that's how it works. 22 And then you get the fact that you've delayed 23 THE ARBITRATOR: Okay. I asked you to 23 filing until you filed three petitions at once. Now, 24 comment on the legal basis for your request for 24 you're not asking for interest going back to when you 25 interest. 25 spent the money, I presume. Page 198 Page 200 1 MR. MORAN: It's in my brief, Code of Civil 1 MR. JACCARD: That's correct. 2 Procedure provides for it, I believe. I have 2 THE ARBITRATOR: So that being the case, I'm 3 citations to particular CCP sections, and the statute 3 not sure -- and in this environment of interest, I 4 does not permit anything but a one-time payment, but 4 suppose if I wanted to award interest, I have 5 sometimes reality intrudes and -- but if it's going to 5 discretion to set the rate and could -- if I was going 6 be passed on incrementally, I think under 6 to amortize it over a certain period, I could just 7 Section 685.010, interest accrues at 10 percent on the 7 figure out what the monthly -- whatever my award on 8 principal amount of the judgment. 8 pass throughs is going to be, I could then attach an 9 And the same section at .020 talks about 9 interest rate, determine what period I wanted it paid 10 interest accruing as of the date of entry of the 10 over, and then get you a principal and interest 11 judgment, and then in the case of installment, money 11 payment, say, okay this is going to be the monthly 12 payable in installments, interest accrues on each 12 amount for the next number of months. Anyhow, I 13 installment on the date. 13 haven't gotten there yet, but just some thoughts. 14 So the Code says 10 percent in a low interest 14 So taking a step back, haven't heard from 15 rate environment. But we also know that these 15 them. Do you want to go through the list and make 16 payments were made long ago. Payments were made as 16 your closing arguments, and then you can address the 17 early as, what, 2012 for a number of them and then — 17 interests issue whenever you like. 18 and so forth 2013,'14 and'l5. 18 CLOSING ARGUMENT BY RESPONDENT 19 THE ARBITRATOR: Okay. 19 MR. COOPER: Why don't I address that now 20 MR. JACCARD: I would also point out that 20 since you've already spoken on it. 21 both of the ordinances, if we had borrowed the money, 21 I think I share most of the thoughts that you 22 provide that debt service cost would be included. We 22 just expressed there. We're not talking about 23 didn't borrow the money. 23 pre judgment interest. As Walter acknowledged, the 24 THE ARBITRATOR: Right. 24 statute provides that they're able to recover their 25 MR. JACCARD: So we saved them that money. 25 cost of capital, and not only did they not put on Page 199 Page 201 51 (Pages 198 to 201) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 evidence of that, but they didn't have any cost of 1 I think the objection is to items that don't 2 capital, and as you saw in the prior city council 2 qualify, and we're here on the day of arbitration, and 3 resolution on that, they did award a rate of return, 3 we have, I think, 7 items that came -- out of 19, that 4 but that was based on that pre judgment cost of 4 came off this petition at the last minute, and so that 5 capital -- or pre -ruling; I don't want the use the 5 kind of all gets back to this need for there to be a 6 term "judgment," because I agree with you that it's 6 process. And we feel that if there's a better process 7 not necessarily a judgment to which -- and certainly 7 in place, we won't see those type of items, and we'll 8 not necessarily an award to which the CCP rule on 8 be able to perhaps avoid future arbitrations. 9 post judgment interest would apply. 9 I know that's not an issue before the 10 And you can see in those prior resolutions 10 arbitrator. So I'll go through the items here. 11 that the city council didn't find it appropriate to 11 Starting with No. 1. I guess Nos. 1, 2 and 3. The 12 apply any rate of return. And you also have it right 12 first point I'd like to make on these, and I don't 13 that the reason that we have three petitions being 13 think it's appropriate to consider them as a group. 14 heard here today and ELS hasn't recouped or had the 14 We heard some testimony from Jennifer that wasn't 15 opportunity to recoup these expenditures earlier is 15 based on her firsthand knowledge or anything, I think, 16 because they delayed this the first year, and it was 16 other than reading these invoices and trying to 17 taken off calendar at their request and the second 17 interpret the work that was performed. 18 hearing, at both of the parties' request. 18 And this was spread out over a least a 19 So it doesn't seem that, considering that 19 two-month period here, and I don't think there's 20 fact, it would be a little bit unfair, and also the 20 evidence in the records from which the arbitrator 21 equities point. We heard testimony from Mr. Heine 21 could conclude that the last item, installation and 22 about his economic situation, and it's pretty -- it's 22 parts to replace ABS lift station, related in any way 23 well understood between the parties that that's true 23 to the other two items. We had testimony that SOS was 24 for many of the residents. And so applying any rate 24 coming out for regular maintenance calls once a month, 25 of return on the award -- the pass through, in our 25 and the first month they came out and performed some Page 202 Page 204 1 view, would be unfair. As would forcing them to pay 1 work that's described as Replace ABS lift station 2 in a lump sum 2-, 3-, 4-, $500. I'm not sure what's 2 pump. The next month came out and performed work with 3 even at issue anymore. 3 the same description, and then the following month 4 Something less than 500 is a large lump sum, 4 they came out and did this third job. 5 and so we would suggest amortizing it over a 24 -month 5 Not only is there not evidence that this is 6 period, and that makes it an expense that is easier 6 all part of one project which should be considered 7 for the homeowners to come up with. 7 together as one 16 and a half thousand dollar capital 8 I can step back to the conversation before 8 replacement, the evidence is that this last item was 9 that. Both Neil and Walter had made some points about 9 something completely separate and apart and considered 10 the ordinance in general and the pass through process, 10 as a capital replacement, if that. It falls below the 11 and I want to make clear that the homeowners don't 11 $5,000 threshold and so doesn't quality. 12 object to the cap X mechanism in the abstract, and I 12 As to the first two items, the $7,500 items 13 think we recognize that it's for -- in part, for their 13 described as Replace ABS lift station pump, I also 14 benefit. It's not just so that ELS can secure a rate 14 think there's an issue with the proof We don't 15 of return. It's to ensure that the property is 15 really know what work was done there, and there's 16 maintained. 16 precedent here in prior arbitrations for 17 ELS is in a regulated environment, and they 17 characterizing work to the sewage system as routine 18 have a different incentive to spend money on their 18 service and maintenance, and that's in the first of 19 property than a typical landlord would, and so the cap 19 the two resolutions that we introduced as exhibits. 20 X mechanism enables them to recoup those costs, it 20 I'm just going to read this part here, the 21 incentivizes them to put money into the property and 21 relevant part. It's from City Council Resolution 22 to make sure it stays nice, and the homeowners want 22 12014, on Page 3. It says: "The record does contain 23 the property to stay nice and experience the benefit 23 substantial evidence to support the arbitrator's 24 from that and appreciate that and aren't opposed to 24 conclusion that the remaining $13,562.31 expended for 25 reasonable pass throughs that qualify. 25 the sewer system is for work that should be considered Page 203 52 (Pages 202 to 205) AMERICAN REPORTING SERVICES (800) 624-8688 Page 205 PROCEEDINGS - 7/19/16 1 as ordinary maintenance and repair. The invoices for I make sure I understand. 2 this work and the testimony of Bill Reams [phonetic] 2 So was the petitioner's position on Item 3 considering the nature of the work performed indicate 3 No. 4 that they deem this to be an improvement — 4 that this work, which included replacing belts, 4 THE ARBITRATOR: Yes. 5 cleaning pump stations, checking valves, and clearing 5 MR. BERNSTEIN: -- and it passes through for 6 obstructions in pumps and sewer lines was the type 6 that on that ground? 7 that would be considered a regular part of operating 7 THE ARBITRATOR: Yes. 8 the sewer system." 8 MR. COOPER: Okay. Well, either way, I think 9 What we can't tell from these invoices and 9 the city council has been pretty clear, and this is 10 the evidence presented today is whether the 10 borne out in the other resolution that we've 11 replacement was something analogous to the replacement 11 introduced, I think it's 13236, that expenses need to 12 of a belt, was it a replacement of a piece of ABS 12 be reasonable, and they need to primarily benefit the 13 pipe? Or a pump? What was the value of the piece 13 homeowners, and, you know, the point remains the same. 14 that was replaced? And what part of that cost went 14 This expense wasn't reasonable. The mower is not 15 towards the maintenance? And we also heard testimony 15 being used for any purpose. It's not adapting the 16 that ELS has extensive records about these items, and 16 park to new uses. It's not providing any benefits. 17 we haven't seen those. 17 It's just sitting in a shed collecting dust, from what 18 And so, again, this kind of goes back to this 18 we've heard, and it's not a reasonable or responsible 19 general matter of information sharing, but I think 19 use of the HONs money, and so we don't think that it 20 it's the homeowners' position that these two items 20 qualifies as either a capital improvement or a capital 21 don't qualify because they haven't carried their 21 replacement for that reason. 22 burden to show that they're not ordinary maintenance 22 I don't have any comment on 5, 6 or 7. 23 and repair and they are, in fact, capital replacement 23 And that takes us all the way to the 2015 24 items. 24 petition, where I similarly don't have any comment on 25 The next item, No. 4, sitting mower. In his 25 13, 14, 15 or 19. Page 206 Page 208 1 closing statements, Mr. Moran states that ELS believes 1 No. 17 is the pool furniture. And I just, 2 that this was an improvement, but if you look here on 2 again, draw your attention to the definition of 3 the cap X worksheet that we've all been using to track 3 capital replacement, and it means the substitution, 4 these projects, the description -- this is ELS' own 4 replacement, or reconstruction of a piece of 5 document -- is "REPL sitting mower," replace sitting 5 equipment, machinery, streets, sidewalks, utility 6 mower, and I think the homeowners' understanding and 6 lines, landscaping, structures, or parts therefore. 7 position is there's a sitting mower previously and 7 It's the homeowners' position that pool 8 that it was replaced, and I don't know that there's 8 furniture does not qualify as equipment, machinery, 9 any evidence to the contrary, at least not any based 9 streets, sidewalks, utility lanes, landscaping, 10 on firsthand knowledge. 10 structures, or parts thereof. I think the only one 11 So it's the homeowners' position that this 11 that it could reasonably qualify under is equipment, 12 should be used as a replacement. If we look at the 12 and we heard testimony from Ms. Barrett, and we 13 definition of capital replacement, it requires that it 13 received into evidence that ELS internal document that 14 materially benefits and adds value to the mobile home 14 was introduced by ELS that defines furniture and 15 park. And it's hard for us to see how this purchase 15 equipment exclusively. And we think that supports our 16 materially benefits and adds value to the mobile home 16 interpretation. 17 park, when the mower is not being used at all; the 17 Our interpretation is also consistent with 18 testimony is that it hasn't been used for -- 18 the spirit of the statute, which it provides this 19 THE ARBITRATOR: Did you misspeak? You meant 19 $5,000 capital replacement threshold, and our 20 capital improvement? 20 understanding of that is it's a requirement that's 21 MR. COOPER: I mean capital replacement. 21 designed to ensure that something that's capital is 22 THE ARBITRATOR: $5,000 minimum. 22 substantial and significant. It's not a chair. If 23 MR. COOPER: That's right. It requires a 23 you replace one chair, and it costs $200, it's not 24 5,000 --1 see. 24 going to meet that threshold; it's not going to come 25 MR. BERNSTEIN: I think -- I just want to 25 close to it. It's equipment, large equipment. HVAC Page 207 Page 209 53 (Pages 206 to 209) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 units; it's machinery, streets, sidewalks, these 1 nature of the information that we've been provided 2 larger jobs that are more within the core definition 2 whether that's the case. 3 of what is capital. 3 It's also unclear, because of the limited 4 And, I think, the last item on here is 4 nature of information we have been provided, whether 5 No. 18. These are the -- I guess I should address, 5 any of the freight or delivery and installation costs 6 actually, Mr. Moran's point which blew by me until his 6 should be allocated between these items and how. 7 closing here about the replacement and improvement 7 And I think that brings us to, sort of, the 8 because I've only addressed the portion that they're 8 final point here. And that's that the City's 9 characterizing as replacement, and if I read that 9 ordinance, section 2012040 provides that: "Within 10 correctly, that's $8,634. The other portion, about 10 30 days after filing the petition, the homeowners and 11 $6,200, is being characterized as a capital 11 the owner -operator shall file with the city clerk all 12 improvement. 12 information reasonably available in support of or 13 We also think that doesn't qualify. A 13 opposition to any proposed increase of rent. Copies 14 capital improvement -- the definition of capital 14 of said supporting information shall be provided to 15 improvement in 20.04.020B requires that the 15 the opposing party and the arbitrator." 16 expenditure be towards an item that materially 16 Now, this is a requirement of the ordinance. 17 benefits -- primarily benefits and serves the existing 17 This is the only thing that the ordinance says about 18 mobile home park owners by materially adding value to 18 anything that remotely resembles discovery. 19 the mobile home park, appreciably prolonging its 19 Homeowners have little to no information about these 20 useful life, or adapting it to new uses, and then it 20 projects and they and rely on the information that 21 has other additional requirements, and we don't think 21 they get from the ELS -- submission of the ELS 22 any of those elements are met here. 22 petition in order to evaluate whether or not these are 23 It doesn't -- it's furniture. It doesn't 23 capital expenditures and whether or not they'll object 24 materially add to the value of the mobile home park. 24 and whether or not they'll proceed to arbitration. 25 It certainty doesn't prolong the useful life of the 25 And, I think Ms. Barrett had some testimony Page 210 Page 212 1 park, and it doesn't adapt it to new uses because the 1 regarding the type of documentation that's prepared 2 use of the pool was the same before with the old 2 for each one of these items, and I think that 3 furniture. 3 testimony suggests that the documentation is 4 And so the last item is the fitness room 4 extensive, that there's internal planning documents, 5 equipment, and again we're sort of slicing between 5 project descriptions, bids, all of which would be 6 what's a capital replacement and what's a capital 6 useful to the homeowners in determining whether or not 7 improvement, and it's the homeowners' position that 7 these projects are appropriate. And we haven't been 8 those items that -- well, first, I suppose I'll just 8 provided with any of that. And the homeowners' 9 address these item by item. 9 position is that the petitions are deficient without 10 We have the treadmill for $2,399.40. I think 10 this information. 11 that testimony is fairly clear that this was a 11 And I think the issue with the weights 12 replacement. It's a replacement item that falls below 12 illustrates that and particularly the issue with the 13 the $5,000 threshold, and so it doesn't qualify. 13 ABS lift station pumps illustrates that. We have no 14 We have the bench flat/incline/decline which 14 idea -- nobody here has any real idea what was done in 15 was $415. The testimony was -- seemed to suggest that 15 connection with these first two items, and it's really 16 that was also a replacement with some qualifications, 16 difficult to evaluate whether or not they're properly 17 either standing alone or bundled with the treadmill. 17 passed through. 18 It doesn't meet the $5,000 threshold. 18 It's ELS' burden to show that they qualify as 19 The next item is the weight sets, the 19 capital replacements and capital improvements, and 20 Durabell club pack for $1,581. The testimony was that 20 they haven't done that, and they haven't complied with 21 there were existing weights. These were better than 21 the terms of ordinance. So it's our position that the 22 the existing weights but that -- that these were 22 petitions are deficient in their entirety. 23 significantly better than the existing weights, and so 23 THE ARBITRATOR: Okay. Any rebuttal from the 24 I think this qualifies -- likely qualifies as an 24 petitioner? 25 improvement. It's unclear because of the limited 25 MR. MORAN: Just on that one legal point. Page 211 54 (Pages 210 to 213) AMERICAN REPORTING SERVICES (800) 624-8688 Page 213 PROCEEDINGS - 7/19/16 1 The City -- this has to do with the -- I nm into this 1 council in enacting every ordinance has to consider 2 every year or every time we have a petition or appeal 2 the various competing interests that are presented 3 and I get the same argument that there's some 3 before it, and it makes certain decisions on how to 4 excruciating piece of detail we didn't supply. And 4 balance those interests, and then they also set out 5 today we got the ultimate, which is that even though 5 certain requirements to be met, and oftentimes those 6 under our cap X policies there is actually no 6 are based on principles of due process or fairness, in 7 document -- may I see the declaration that's received 7 the judgment of the city council. 8 in evidence of -- 'cuz I -- 8 We, in this room, some of us may disagree 9 Here it is. The cap X policy. It was -- 9 with where the city council came down in wording an 10 it's going to absurd lengths that even though -- the 10 ordinance in a particular way or the decisions they 11 argument is that even though there's not a specific 11 made, but that's not our job today. Our job is to 12 document that would contain the excruciatingly 12 follow the ordinance as it's written and the ordinance 13 detailed information that we went through, the project 13 simply says that "the petitioner shall file," not may 14 reason description -- so I'm at Page 3 at the top of 14 file or can file, but "shall file with the city clerk 15 the capitalization policy and procedure. 15 all information reasonably available in support of any 16 Jennifer Barrett testified that actually the 16 proposed increase of rent." 17 project reason descriptions are not in a document; 17 It doesn't use the term document, it doesn't 18 they're in an electronic place, and there would be a 18 say that you shall file information if it's contained 19 way to extract it, but it wouldn't be a document. 19 in the form of a paper document. It says "all 20 The invoice descriptions are actually not a 20 information." And we all know very well, those of us 21 document. They're in some electronic form, so one 21 in this room who have litigated, that if this 22 couldn't simply print a document that would have that. 22 information on their cap X system had been requested 23 But I tell you from having done this since 23 in discovery, it absolutely would be readily 24 2006 that no matter what we provide, we're always 24 available, very easily produced, whether in electronic 25 accused of not providing enough. So the statute, the 25 form or reduced to paper form. If they received a Page 214 Page 216 1 ordinance at 20.120.040 doesn't say we have to supply 1 search warrant from the prosecutor and had to produce 2 every excruciatingly detailed piece of information. 2 the information, absolutely, it would be readily 3 It says that we have to file with the city clerk all 3 available. I guarantee it. 4 information reasonably available. And we've done 4 And so the point is that the statute sets out 5 that. 5 a number of requirements that have to be met before 6 Now, there was some -- we did not have -- 6 the petitioner can get a pass through. It has to 7 submit at the beginning the proposal dated 7 comply with the definition of capital improvement, or 8 February 19th to Mr. Linscott's, the work that Mr. -- 8 it has to comply with the definition and requirements 9 that Linscott did, and I'm sorry for that. It was 9 of a capital replacement, and as well, it also needs 10 referred to -- we submitted the invoice, but the 10 to comply with this requirement to produce all 11 invoice referred to a proposal. So I made the 11 information reasonably available that supports the 12 independent decision that we should supply the 12 proposed increase. 13 corresponding -- it was -- it's Item No. 5, Linscott 13 Here, the testimony is very, very clear that 14 Engineering, $12,708. It refers to a February 18th, 14 there's all manner of information related to the 15 2014, proposal, so I belatedly produced the proposal 15 sought pass throughs that is available and hasn't been 16 last Thursday, which is on the day that Jennifer 16 provided, and so our very elemental point here is that 17 Barrett found it and gave it to me, and I got it over 17 the requirement of the statute hasn't been met, and 18 to opposing counsel on the same day. 18 therefore, the petitions must be denied because they 19 But other than that, I think we've met our 19 don't comply with the plain language in the ordinance. 20 burden under the statute. 20 THE ARBITRATOR: Okay, submitted? 21 Thank you. 21 MR. MORAN: Yes, thank you. 22 MR. BROWN: Just one follow-up on that. It 22 MR. COOPER: Submitted, yes. 23 is true at that time on the ordinance doesn't use the 23 THE ARBITRATOR: Thank you all for your help 24 word excruciatingly. The ordinance has the language 24 in being here. 25 that it has, but what I would say is that every city 25 THE REPORTER: Who would like a copy of the Page 215 Page 217 55 (Pages 214 to 217) AMERICAN REPORTING SERVICES (800) 624-8688 PROCEEDINGS - 7/19/16 1 transcript? 2 MR. COOPER: We'd like a copy. You can send 3 it to me. 4 MR. MORAN: Yes, Jody. 5 [Proceedings concluded at 4:06 p.m.] 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Page 218 1 I, Jody Gibney, R.P.R., C.S.R. No. 12308, a 2 Certified Shorthand Reporter in and for the State of 3 California, do hereby certify: 4 That the foregoing proceedings and testimony 5 were taken before me at the time and place set forth 6 and was taken down by me in shorthand and thereafter 7 reduced to computerized transcription under my 8 direction and supervision, and I hereby certify the 9 foregoing testimony is a full, true and correct 10 transcript of my shorthand notes so taken. 11 I further certify that I am neither counsel 12 for nor related to any party to said action nor in any 13 way interested in the outcome thereof. 14 IN WITNESS WHEREOF, I have hereunto 15 subscribed my name this _ day of 2016. 16 17 Jody Gibney 18 Certified Shorthand Reporter No. 12308, RPR 19 20 21 22 23 24 25 Page 219 56 (Pages 218 to 219) AMERICAN REPORTING SERVICES (800) 624-8688 L S VIA FEDERAL EXPRESS City of San Rafael Esther C. Beirne, City Clerk 1400 Fifth Avenue San Rafael, CA 94901 Equity Lifestyle Properties, Inc. 301 Forest Avenue Laguna Beach, CA 92651 September 27, 2013 Re: Contempo Marin Manufactured Home Community Dear Ms. Beirne: Equity LifeStyle Properties, Inc, and its affiliates, MHC Financing Limited Partnership and MHC Operating Limited Partnership (collectively "ELS") hereby petition for a rent increase pursuant to Section 20.12,050 of the San Rafael Municipal Code and states as follows: 1. ELS is the owner and operator of Conternpo Marin Mobilehome Park located at 400 Yosemite Road, City of San Rafael, County of Marin, California (hereinafter, "the property"). The properly consists of 396 mobilehome spaces, By letter dated September 24, 2013, ELS notified certain residents of the property of a rent increase to become effective January 1, 2014. 2, This petition and ELS' compliance with the Ordinance is made without prejudice to our rights in the matter of ELS v, The City of San Rafael, all of which are reserved. Please lake note that: (a) on January 29, 2008, the United States District Court for the Northern District of California (the "Court") issued f=indings of Facts, Conclusions of Law and Order Thereon ("Findings") in the matter ELS vs. City of San Rafael. The Court concluded In these Findings that the Rent Control Ordinance in effect in the City of San Rafael constitutes both a regulatory taking and private taking and that the City of San Rafael's Rent Control Ordinance is unconstitutional; (b) on April 17, 2009, the Court Issued an Order for Entry of Judgment ("April 2009 Order"), which reaffirmed the rulings that the San Rafael Ordinance is unconstitutional and stated that enforcement of the San Rafael Ordinance will be immediately enjoined with respect to new residents and expire entirely 10 years frorn the dale of judgment; (c) on June 30, 2009, the Court entered judgment accordingly; (d) on April 17, 2013, a three-judge panel of the Court of Appeals issued an opinion (the "Opinion") reversing the District Court's conclusions that that the Ordinance had effectuated a regulatory taking, a private taking and is unconstitutional; (e) on May 1, 2013, ELS filed with the Court of Appeals a Petition for Panel Rehearing and Rehearing En Banc, which the Court of Appeals denied on June 3, 2013; and (f) on September 3, 2013, ELS filed a petition for review by the U.S. Supreme Court. 3, The Ordinance does not apply to rent increases at sites controlled by ELS. Some of the remaining spaces have received a notice of rent increase which includes both a Consumer Price index ("CP1") adjustment allowed pursuant to Section 20.08.010(B)(1) of the EXHtBfT (P WT: , App'x 001 DATE:? 1 Jody Gih ey, RPR, CSR 412308 Ordinance, as well as a pass through of capital expenditures incurred by ELS to maintain and improve the property. The allowed CPI increase is exempt from review under the Ordinance. 4. During 2012-2013, ELS incurred substantial capital expenses ($37,906.49) for updates to the amenities and/or common area facilities located at the Property. This infrastructure is a necessary and integral pail of the property. These expenditures are the subject matter of this petition. ELS seeks to pass through to the tenants at each homesite of the property certain expenses associated with these projects, and hereby requests appointment of an arbitrator and assignment of an arbitration hearing date pursuant to Sections 20.12.060 and 20.12.070 of the Ordinance. 5, The proposed rent increase has been calculated to be $95.72 per space. This per space amount has been calculated using all 396 sites despite ELS's view that amounts charged to certain sites are not subject to the Ordinance. This per -space amount does not include ELS' cost of capital which ELS also seeks to recover from the date the expenditures were made through the date the capital is recovered pursuant to the Ordinance. Further, if ELS is required to collect this amount over time, then ELS also seeks to be reimbursed an appropriate financing rate of interest during such period. This increase is necessary and justified in order to permit ELS to recoup the capital expenditures associated with the project and to provide ELS with a fair return as required by California law, In ELS's view, ELS is entitled to receive fair market rent for its property and any amount less than fair market rent will fail to provide ELS with a fair return. Without prejudice to the foregoing, ELS seeks at a minimum to recoup its capital expenditures and cost of capital as set forth herein. Pursuant to Section 20,12.040 of the Ordinance, supporting information reasonably available in support of the proposed rent increase is included with the filing of this petition. 6. A filing fee in the amount of $1,200.00 is included herewith. We have enclosed such amount based upon the amount paid in 2012 for the same purpose. If the City believes this amount is not reflective of twice the daily rate for American Arbitration Association, please advise and we will submit the differential. 7. To the extent the Ordinance requires a park owner's petition to be verified, the foregoing is true and correct to the best of my knowledge and belief. EQUITY LIFESTYLE PROPERTIES, INC. Dan 1�'- erlis Dan Perlis Vice President California Operations Enclosures: Check #50908 in the amount of $1,200.00 Capital expenditures worksheet Copies of all related checks and invoices cc (w/enc): Rob Epstein, City Attorney (via Federal Express) Neil Moran (via PDF) Kenneth Kroot (via PDF) Keith Meloney App'x 002 Equity Llfa%Vlo Proportlas, Inc. ''... _ : .:::.::':509.08 .'.:.`' :''• ;.: - M0040 - Conlampo Morin We'sFnrooDoc* .r+a,-' bolo 09!{tJ1201�r=.:: -Van YleA, 011-.-.•..:-- -' 3-.:-•`••``.-'••-• '-- 2 North Rlvorcldo Plaza — FalnqulAaaw�-,-- : - • - .. ._Al2: i:,,.,,,:•c.:-:'.. .: Chicago, IL 60606 0 _ 800.299-755rop1bn t,oylbr,2 � '-:.: -. �:'-96001d7745�;� :.•'•= - .-. 'Sl GNATURES•REaLIIREd'FOR AMOUNTS,IN4-[XGESS.bF:S2b,000:00. 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";;�,-_ k7;% ,ti?;1!tt ,.r_•1;(__:::t 1.200.00 App'x 003 Conternpo Marin Capital Expenditure Worksheet September 19, 2013 Project Categories Check Date Vendor Environmental - Water/Sewer September 8, 2012 SYSTEMS OPERATION SERVICES, INC. October 3, 2012 SYSTEMS OPERATION SERVICES, INC. November 4, 2012 SYSTEMS OPERATION SERVICES, INC. Vehicles December 5, 2012 BUCKS SAW SERVICE, INC Description Amount Replace ABS Lift Station Pump $7,500.00 Replace ABS Lift Station Pump 57,500.00 Installation and parts for replaced abs lift station $1,595.07 Rep] Sitting Mower Streets & Driveways May 12, 2013 LINSCOTT ENGINEERING CONTRACTORS, INC Drainage Improvements $8,603.42 S12,708.00 Grand Total: $37,906,49 Annual Resident Portion (396 Sites): $95.72 Monthly Resident Portion (396 Sites): $7.98 Sep 041201:0Gp CONTEMPOMARIN 415479681 1),3 System Operation serylees, lac. — Tramnicnt Systom Operation k Mon(torin September I, 2012 Colitempo Marin 1400 Yosemite Road San Rafael, CA 94903 A7`I'N: James Reiner, Managcr 1T]V OICL' F13ll.ID No. 94-3189909 Projert: 76.100 Livoice: 12.0901 FOR PROFESSIONAL SERVICES rendued in A IgIO of?atIfor operation of die pI•i adjustment syslem for sulfide control 'I'AS L COII 'LETED August EXPENSES %reit/ AI3S lift station pump Currently Due COST S 1,65040-.-- 5 7,500.00 $ 9,154.00 2140 Sumlluck Mcnuc, 2" Flnor, Berkeley, CA 94704 o'(c) (SOD) 699-7674 or (510) 5 9.0584 FAX (510) 232-3796 App'x 005 AT TOP TO OMVJ AT Cormkt xiilf KIL W, 09/08/201'2 Check P:r .......... . . D I lohjssg 4L Fay ruddy INInaThousond one Hunthod Filly and 001100 -US bollofs" Amount b.g0j)a rode SYSTEMS OPERATION SERVICES, RIC, cint"IR or WELLS fA@(l0 WAK 11A. Allrnoruoa21 39033399 Seel; 74 . .. .... Batch: 367081 Eli [),Ito: 0!)/ 18 112 OW 41W6017- 910 =11 C01311661911s z 0 w are .4;t., Arm 1 tv.1111ft LIC 041-112 IT 5171 -Fr7 H Amooni. 9,150,OD chacko; 11081659 Posting ODIC: 00111=1112 Asori)ola,,0910126112 JOCopy(ighiP.DO2..2.013WiiIisFtiipo. All eiqhIrrotoryod. Amount Name: tAHCOPERALP Account Numbor: D600147745 nakillivi Numbor 241263823 Dasulpilam CHECK PAID Ram Socluouca Number, 6886570702 ZT-30m Pop :j Sop 2812 02:28p CONTGMPO MARIN 415479681 Milo System Operation Sorvices, lite, Tremmcnl System Opemtion 6e Mouitorin Septcinber 28, 2012 Contempo Marin 3400 Yosomitc Road San RaNcl, CA 94903 M TN: hmics Rrutcr, Manager INVOICE I'M D NIo, 94-3189809 Project: 76.100 Invoice: 12-0932 FOR PROPLSSIONAL SERVICES rendered in Sepatember of 2012 for operntion of the p1 I ldjusiment system for sutfidc control TASK COMPLETED COST September 51,1)50.00 LoC o New ABS lift station pump /4 7,500,00 Currently Due 2140 Shaavck Avenuo, 2" Fluor, BLake lay, CA 9,1704 i Tel (800) 699.7614 or (510) 549.0584 FAX (SIO) 732.3776 App'x 007 p,2 Page ;1 Pay Exoctly ',Nino thousand Ono Nunthed Fllly, and 001100 •U8 Dollnrs" Amounl S"•'0,160.00 TO THE SMEIIS OPERATION SERVICES, IIIc. fti ONUkII %vn/, lxgwa ya OF V1EtISFAIIGO0AUK.1IVv v .!*ulhblL�ee .1pa�K. '- `• 1 • .• ' � ` � f � i : - /nau'O Owl,ia,tm AY1N1 TN LI •INI11•• 11.0001Q137E0 1 H 1:04 L 2090 241:9600 L477450 EP"EU MAFA IAU$r enAOUALLY U WtoC TOOlA OLUE At TOP TO CHEW AT OOrTOIA /--.11-rrw. ... . , n( Qvr,t feL lL �\ I ... P.Ab nwaH •_T•Y^ . a ..Y..• � _ w1.��1�"'r-�_'rT•aT - ' F.. ��.r+' - ; "*Ry- �. _ --..- - .. : <. � • 1� 11 .. Ilegr, ,t • DRi6- 101©S�3/?20.. ;. ` ., VEIS 1 huckq;.087601 omz < — Srqq:D91 i1 10/19/11 8A1tfW64 Ct.311i0061J5... 1wr:il-L-YSI1.9t __ j _ .... Pay Exoctly ',Nino thousand Ono Nunthed Fllly, and 001100 •U8 Dollnrs" Amounl S"•'0,160.00 TO THE SMEIIS OPERATION SERVICES, IIIc. fti ONUkII %vn/, lxgwa ya OF V1EtISFAIIGO0AUK.1IVv v .!*ulhblL�ee .1pa�K. '- `• 1 • .• ' � ` � f � i : - /nau'O Owl,ia,tm AY1N1 TN LI •INI11•• 11.0001Q137E0 1 H 1:04 L 2090 241:9600 L477450 Amount 1,160.00 Check 11:1907001 Posdng Milo; 1 011112012 As o1 Onto: 1011112012 0 CoPy110h( 2002 - 2013 Wells ForOa. AN rlDbis losorvod. Acwunl Name: 6111COlIEUALP Account Number. 8000147745 Roullnp Numbul: 241253823 Oescdh8an; CIIECK PAID Ilam Snquonm NUlnbw 0186060i61 App'x 008 4035£3878 Raich: 632764 8 1 Date! 10/09112 8 omz < — Srqq:D91 i1 10/19/11 8A1tfW64 Ct.311i0061J5... 1wr:il-L-YSI1.9t __ j _ .... on70��_ p 00 N ��tn . r 111 -: ._T "�, Anfolrc - aG:OLYA�ILJ N11L eC CA4 III ��rI illi hI -- 1 yy to N�-lY�rl w o n 4.;..'i pro On - m . w t�l#F1 - fl'�17 Amount 1,160.00 Check 11:1907001 Posdng Milo; 1 011112012 As o1 Onto: 1011112012 0 CoPy110h( 2002 - 2013 Wells ForOa. AN rlDbis losorvod. Acwunl Name: 6111COlIEUALP Account Number. 8000147745 Roullnp Numbul: 241253823 Oescdh8an; CIIECK PAID Ilam Snquonm NUlnbw 0186060i61 App'x 008 Iqav 01 12 08; 111 CONTEMPO MARIN 415479681 p.2 System 0perntion Services, In e. 'rreonnent System operatlon & T•Ionitorin October 91, 2012 Contempo Iviarin 1400 Yosemite Road Sion Rafael, CA 94903 ATTN: Yanres Reuter, Manager INVOICE FED.ID No. 94-3189809 Project; 76.100 Iuvoico: 12-1021 FOR PROFL'S'SIONALSERVICES rendered in October of 2012 for operation of the pl{ adjustment system for sulfide conlrot TASK Co,mm,E'rLA COST October $ 1,650.00 -- C L11 b04D 0 Install new ADS in lift station {FIS rt 5 1,125.00 Additional parts for repair ,� S 40'1.07 C � -I-7 C1 (a Currently Due S 3,245.07 ID CI�.•C.��d=' 10 G t�2�'�� 2140 Shaeuek Avenue, 2" Floor, ncikeley, CA 94704 a TO (800) 699-7674 ar(510) 549-0544 FAX (510) 232.3776 App'x 009 rage :1 6JUM A)IEA I/UST GFUDUALLY d IA113E FOOL/ OWE AT IOP 10 011[[4 AT DOTIOI! nk tY� 'i i ( 1.'• !://ru 1 ` �� ti AccountNumbor,0600147146 h"'t\ )NqA IHI/1IN llep f,ln/�id°S•�•� 1'• �".' :Y1�, W. T�••3 li •' J '!1iA•} �:-', Date,• SIJW/2012 As of Dale: 191) 512012 eAIIHe, It f" -+v:.. ,3".\ , `=r .. Nam Sequence Numboc 0600265557 / y vsri Xi �' 1 • Chock N: J095252 QE pay ER3011Y 117hrao Thousand TvM Hundrod Pody-PIYo and 07/190 410 Dollas'a Nnoulni j S""3,245.07 � 70TlaF SYSTE61S OPERATION SERVICES, INC. onivu t.xl)nusoo.ts or •� ;lutlarl Ynd O t kYF1,LS FARGO DANK 11A• •:f '• _ •)1RJ'.y1.: .i- ;1 • 1+ �.j4oailUV17SIW Ryi111/06y\L•..1, 1•'00010952Sbb 1,06 1 2030 21.4g60011.77115►• ;�:,__ •_ - _ _ ..:' -, _ 42070382 sell: 118 :., Batch: 112196 ren p SAF; Date; 11/13/1z8 mz k�i ]AT 01 0100114 j1 n " •� .. � 1LtL �111bt IrYS: tet A°OLllt �; n1 �!, lti 1 1 %`Ac:QeTRil ev 4:10 Be CAL -112 Amount: 3,245,07 Accounl Nome: MHCOPERALP Chock 0: 9095252 AccountNumbor,0600147146 Poslin<,1 Date:1911512012 Noulln0 Number 241263823 As of Dale: 191) 512012 Oosalpllen: CHECK PAID Nam Sequence Numboc 0600265557 EJCopyrlgh12002-2013Wollsfat0o, A101ghisrosotyed• App'x 010 Ci CASH SALE AVAI L C R: C U S T OME R 1335 �OID [ CONT M.0 MARIN (400 YOSEMITE RD SAN RAFREL CA 34903 [.CREDIT MOT ONLY ATTIq OFf 0 , ATE:11/26112 CM[ 21SM[ 2]PO[ DELI 1] Page: 1 .1 CU-STiaMER: TO I Line Part dumber Description > ,,.136 IS600ZKAV1944 IS-60OZ 19HP XAM 441N -P. REM Sir -2016302685 X "..135 5600648 2RAG TURBO CLCT 44 -'L11 FRT FACTORY FREIGHT Loll 4.., pr JID "'This is a CASH Sale '7.Invoice O.K. N, D, T, C,. F7, I, [y c;O 21111 Net Total 1,4 5780.00 5780-00 1,0 1919.00 1519-00 T::. 1.0 250.00 250.00 Sub -Total: 7549.00 misc: 0.00 9 8.500Tax: 654.42 Invoice Total: .6503.42 Page :1 _7777 7771' �rF!;slt'G3_` VM LS FANGO DANA,!) A_ r - �'hil$l Amcunl: 0,603,42 SI IAOED AAL'A {ANS I OSWA)AI.LY Gf WMH FHOM nIUE AT TOY TDOW Ell AY Dofroll Chock 11: 1101461 17 ' ' RoutInU Nuulber.241253923 nK (�Ir+Illi lV, .' •- - 3 6f.lA 7f.�rndr 7111 e, f+Ile {la, • • 1i Irre{ Ili LL1��Y'j{ C{•Iii/+11 +l*T� E LS r r Daie: 12/os/zulz ' CllDck fk 1101A51 Pay Exactly "Eight 4housand Six Hundiod lhroo and 421100 -US Dollars " Amount f ' S""8,600.42 tg 1011ra DUCKS SAW SERVICE, INC W loill i L p Wn MCA G) i11Y5 or (1 VM LS FANGO DANA,!) A_ r - �'hil$l Amcunl: 0,603,42 AccuuM NAme: PAHCOPERALP Chock 11: 1101461 Account Numbor: 0000147745 Postln0 Dalo:1211D1201 2 RoutInU Nuulber.241253923 As of Dalo: 1211012012 Doscription: CHECK PAID Rom Soqucnco Numbcr: 0802746008 C''l.�r'Q6(pi911L•'i 'S�:L!i (1Qy17 �G�G^•_12 C!� Doi.- fa, T•I,. y°R 140, k'!:5'IAIIS;IRICi1 FAIRFIGLU CA 1�g i L p Fo (1 . f U I � a A•![IIOYl1CU Olgn°L A+rtvl, q+, 11f.NIRf��f T.,, f•}uLff s czz� m —1 Z3 —1 �j A.>8 , 1 S� onto vFai to 140 0m n IT, X 616ii�1iS}�fi11�31s9ZL�J��c r - �'hil$l Amcunl: 0,603,42 AccuuM NAme: PAHCOPERALP Chock 11: 1101461 Account Numbor: 0000147745 Postln0 Dalo:1211D1201 2 RoutInU Nuulber.241253923 As of Dalo: 1211012012 Doscription: CHECK PAID Rom Soqucnco Numbcr: 0802746008 O CopydOh12002. 2U53 Wolls Furoo. All dahls rosum.d. App'x 012 'L-- Linscoft Enclineerinq Contractors, Inc. 397 Smith Ranch Drive 415.479-6657 San Rafael, CA 94903 415.492-1755 California License No. 477476 Fax: 415-492-0301 Ken Brownfield Contempo Marin E -Mail' contempomarinCaDoqultvlifestvle.conl RE: Drainage Improvements No. 67 and No. 79 Billinci March 18, 2013 Work as contracted per proposal February 19, 2013 Work complete March 'I1 and 12, 2013 No. 79 $ 7,109.00 No. 67 $ 5,599,00 Total Amount Now Due: $ 12,708.00 A charge of t %% per month will be duo on all balances 30 days after statement date. - �1of1 App'x 013 511AUEO AIIEA F1JST GPACUJILV allllh:G Pnali UIUV At TOP Tf)"CUJI AT BOTf011 IIR qr, a11N 11 I Ilill I IrIIE Ilvrrllll 11,r1, !!!l1 fm Yl-14/llj u1..1, Il aN! Data; 05/12/2013 LS Chock H: 1134712 PayGltaclly j)ir�yoly; 7j1Q1''�nd'�aVbq, U rryiAlphlnndGOll.Qo.113tlpliara�{I,ii;i?Iill�liS Amount ,I 9; N..�+.. , E I ;1.112,70e,00 10 -ME 1JUSCOTT ENGTNkC1l111G CONTRACTORS PIC,wlArlaln lulu 1 1 iOnall 1 OF 1 , WELLS PA140 0 RAMS NA. e,000 0 1 d4 7 4 211, 1:04 120 as 241.460D 04 77450, _..._........... 51441326 t AnlounC 12,700.00 A"Mal Nomo: ?AHCOPERALP Chock11:1134112 0'/16/13 0:300�,US- �� 3 QB0101>121141877< 5 Typo CoddDoscdpllon; 47510I1EGIC PAID s Ilam SoyuoOco NURlbof: 0003420260 AdJillonal Ilcln Dolalis: 0003016 +000000026006064 �i VAN REFI1:0000009603420250 Au q,aXnn bOM- ,VgitcOwr UY^sAfIeT+I1MG),t.{YI WJ ' 1 AnlounC 12,700.00 A"Mal Nomo: ?AHCOPERALP Chock11:1134112 AccomilNulnW(..9000147745 Posting Da10: 0 511 712 0 1 3 Rotiling NOmUac 241263823 As of Dalo: 05H717013 Typo CoddDoscdpllon; 47510I1EGIC PAID Ilam SoyuoOco NURlbof: 0003420260 AdJillonal Ilcln Dolalis: 0003016 +000000026006064 VAN REFI1:0000009603420250 (DCopytigh1 2002 - 2013 Vlolls Forgo. Alhk�hls IosarvoJ. App'x 014 Cooley Nathaniel R. Cooper T, +l 415 693 2195 ricooper@lcooley.com October 24. 2013 Ms. Esther C. Beirne, City Clerk City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 VIA FEDERAL EXPRESS FOR DELIVERY ON OR BEFORE OCTOBER 25, 2013 Re: Contempo Marin Mobilehome Park Petition for 2013 Rent Increase Dear Ms. Beirne: This firm represents the Contempo Marin Homeowners Association (the "CMHOA"), I write regarding the Petition for Rent Increase submitted to the City of San Rafael by Equity Lifestyle Properties, Inc. ("ELS") on September 27, 2013 (the "ELS 2013 Petition.") CMHOA will be the representative of the homeowners of the Contempo Marin Mobilehome Park in this proceeding, and this firm presently represents the interests of the CMHOA in this process. By this letter, CMHOA hereby preserves all of its objections to the ELS 2013 Petition and notes that, at this point, it does not have any documents or other information in opposition to the proposed increase in rent (pursuant to the San Rafael Code of Ordinances Section 20,12.040), although CMHOA intends to develop such documents and information prior to the arbitration, in the event one is eventually held. CMHOA reserves all its rights to provide such information at a later date. Furthermore, as the City may be aware, ELS recently approached CMHOA about informally resolving the issues set forth in its 2013 Petition without arbitration. CMHOA embraces this approach, and indeed has advocated for it in the past. It notes, however, that ELS made no attempt to informally resolve these prior to filing issues its 2013 Petition. Nonetheless, CMHOA intends to participate in preliminary discussions with ELS for the purpose of determining whether informal resolution is possible. In the event the parties agree that such discussions should continue, CMHOA may make written request to the City to stay the proceedings. Finally, CMHOA notes once again that, at the hearing held before the City Council on September 6, 2011, and in its subsequent Resolution 13236, dated September 19, 2011, the City Council made specific statements with respect to procedures that ELS should follow before making further requests for capital pass-throughs, procedures that ELS did not engage in with respect to the expenditures covered by its 2011 Petition or this 2013 Petition. ELS's failure to seek homeowner input prior to engaging in these expenditures speaks volumes about whether the expenditures meet the required standards under the Ordinance. As the City Counsel emphasized in Resolution 13236, the definitions of "capital improvement" and "capital replacement" both are written to "provide protections to the tenants from unreasonable expenditures ... that do not primarily benefit the tenants or materially increase the value and 101 CALIFORNIA STREET, 57H FLOOR, SAN FRANCISCO, CA 94111-5800 T: 1415) 693-2000 F. 14151693-2222 W W W.CCOLEY CON: App'x 015 Cooley Ms, Esther C. Beirne, City Clerk City of San Rafael October 24, 2013 Page Two useful life of the park." The expenditures set forth in the ELS 2013 Petition fail this test, as CMHOA intends to demonstrate in the event that arbitration in this matter proceeds. Respectfully submitted, 9 Nathaniel R. C cc: Robert E) stein, City Attorney Lisa Goldfein, Asst. City Attorney Gordon C. Atkinson, Esq. Contempo Marin Homeowners Association\ Dan Perlis, Vice President, California Operations, ELS Neil J. Moran, Esq. Kenneth A. Kroot, Esq. 1339198 /SF 101 CAI IFORNIA STREET, 5TH FLOOR, SAN FRANCISCO. CA 94111-5800 T: (41S) 693,2000 F: (415) 693-2222 W W W.COOLEY.COM App'x 016 Contempo Marin 400 Yosemite Road San Rafael, CA 94903 Phone (415) 479-6816 September 26, 2014 VIA FEDERAL EXPRESS City of San Rafael Esther C. Beirne, City Clerk 1400 Fifth Avenue San Rafael, CA 94901 Re: Contempo Marin Manufactured Home Community Dear Ms. Beirne: MHC Financing Limited Partnership and its affiliate MHC Operating Limited Partnership (collectively "MHC") hereby petition for a rent increase pursuant to Section 20.12,050 of the San Rafael Municipal Code and state as follows: 1. MHC is the owner and operator of Contempo Marin Mobilehome Park located at 400 Yosemite Road, City of San Rafael, County of Marin, California (the "property"). The property consists of 396 mobilehorne spaces. By letter dated September 22, 2014, MHC notified all residents of the property of a rent increase to become effective' January 1, 2015, 2. The property contains 396 home sites. Under the City's rent control ordinance { the "Ordinance") and applicable state law, certain tenancies and/or spaces are exempt from rent control. 3. The remaining spaces have received a notice of rent increase which includes both a Consumer Price Index ("CPI") adjustment allowed pursuant to Section 20.08.010(13)(1) of the Ordinance, as well as a pass through of capital expenditures incurred by MHC to maintain and improve the property. The allowed CPI increase is exempt from review under the Ordinance. 4. During 2013-2014, MHC incurred substantial capital expenses ($32,887.97) for updates to the amenities and/or common area facilities located at the property, This infrastructure is a necessary and integral part of the property. These expenditures are the subject matter of this petition. MHC seeks to pass through to the tenants at each hornesile of the property certain expenses associated with these projects, and hereby requests appointment of an arbitrator and assignment of an arbitration hearing date pursuant to Sections 20,12.060 and 20.12.070 of the Ordinance. 5. The proposed rent increase has been calculated to be $83.05 per space. This per space amount has been calculated using ail 396 sites despite MFIC's view that certain sites are not subject to the Ordinance_ This per -space amount does not include MHC's cost of capital which MHC also seeks to recover from the dale the expenditures were made through the date the capital is recovered pursuant to the Ordinance. Further, if MHC is required to collect this amount over time, then MHC also seeks to be reimbursed an appropriate financing rate of interest during such period. This increase is necessary and justified in order to permit App'x 017 MHC to recoup the capital expenditures associated with the property and to provide MHC with a fair return as required by California law. Pursuant to Section 20,12.040 of the Ordinance, supporting information reasonably available in support of the proposed rent increase is included with the filing of this petition. 5. A filing fee in the amount of $1,200.00 is included herewith. We have enclosed such amount based upon the amount paid in 2013 for the same purpose, If the City believes this amount is not reflective of twice the daily rate for American Arbitration Association, please advise and we will submit the differential. 6. To the extent the Ordinance requires a park owner's petition to be verified, the foregoing is true and correct to the best of my knowledge and belief. MHC Financing Limited Partnership MHC Operating Limited Partnership By: Dan Perlis Their: Recional Vice President Enclosures: Check #71666 in the amount of $1,200.00 Capital expenditures worksheet Copies of all related checks and invoices cc (w/enc): Rob Epstein, City Attorney (via Federal Express) Neil Moran (via PDF) Kennett) Kroot (via PDF) Keith Meloney App'x 018 Equily LifeSlyle Prapoilica. Inc. 7-1666 M6040 - Gonlempo l+'larin MI. Fuo"000% V & Dalo 09/09/2014 ty-llu 2 North Riversida Plaza Ve„ %W,11. 01i _ _.—._._._...— Chicago, It. 60606 econn assicPta� t,op,,i12 2 4 9600 011%%45 . TWO SJGNATURES REQUIRED FOR AMOUNTS IN EXCESS OF $25,000,00 1 One Thousand Two hundred hollars And 001100 ' ' ' • " " ' ' ' ' • ' ' " ' " . " • " .....................,...,,....,..........,.,,.....�..�"..,.,... $ ,,1.1,200.00 PAY CITY o1 SAN RAFAEL volD AFTER 90 Dnvs To ROOM 204 THEORDER 1400 FIFTH AVENUEor P.O. P.O. BOX 151560 11'7L6G611° 401,LU]_111 1,1: 99.001.1,771,511 :ROO:ROOM 204 -----•- ............._....--- - — •----- - FIFTH AVENUE 0000011 AiJ6 - 001 71GGG P.O. BOX 151560 Remlllaltcc AdvJca For: ++ ISAN RAFAEL_ CA 94 91 5-1 56 0 I I - f I i I s i I ` • J I I i 4 I App'x 019 . iCITY OF SAN RAFAEL Vendor ID 1 Location Reference plumber I ! Conteol Marin Capital Expenditures Worksheet September 15, 2014 Invoice Date Vendor June 30, 2014 Caron Climate Control June 30, 2014 Caron Climate Control February 28, 2014 Linscctt Engineering April 17, 2014 Peter Levi Plumbing July 8, 2014 Peter Levi Plumbing July 11, 2014 Peter Levi Plumbing June 11, 2014 Gym Source Description Replacement of HVAC system in clubhouse/office Replacement of HVAC system in clubhouse/office - permits Replacement of lagoon pump gate Replacement of PRV at 169 Yosemite Road Replacement of 2' section of main line 77-78 Yosemite Replacement of 2' section of main line 253 Teton Replacement of gym elliptical Grand Total. Annual Resident Portion (3965ites): monthly pass thru Amount $14,400.00 $1,720.00 $5,627.86 $2,643.00 $2,485.00 $3,669.00 $2,343.11 $32,887.97 $83.05 $6.92 0 N O X CL Q 11em DitAls Aniount, 10,120.00 06001.177451611[COPLRALP Chotk.k 1240050 Rounbig Numijor 241263823 Poving0ale: 0910912014 Descoption CHECKPAW As of Dale' 0010912014 Ilayco: CAROM CLIMATE CWITROL Issue0ate, 001291260 8162651.147 Addo!.Oftal Rem r)el.l,k 0000011+000000037454928 VAN REFa. 000*8162561,147 I S 7q, 00 .... ..... ... nl V.w,.,.,SuI gull I RTY L. fjsujl aa 11em DitAls Aniount, 10,120.00 06001.177451611[COPLRALP Chotk.k 1240050 Rounbig Numijor 241263823 Poving0ale: 0910912014 Descoption CHECKPAW As of Dale' 0010912014 Ilayco: CAROM CLIMATE CWITROL Issue0ate, 001291260 8162651.147 Addo!.Oftal Rem r)el.l,k 0000011+000000037454928 VAN REFa. 000*8162561,147 App'x 021 I S 7q, 00 nl Pi� SISI SI App'x 021 '7- 4 ;'zBa)c'r3' Aas=cccc AaBb{. AaBbC, A.iB])C A.it*Cc` An- S' - A '.;le f it "w OWL: -B3/22/262-14 G-'. • Pay Exactly -FivcThoLsand Six F.Indvad Ty/e,1'q-Sovcr,.M-,1d 2,6110 USDc[lSS'*1. Amount .4. -m ac LINSCO-1, MG-7N08AING CONTRACTORS INC oaoea V42 -LLS I!A:ZGC SkNK, X.A. w,000 3 _70 30 ?rola 1.04 20;6 ;;L,: R60C I E. 7L. Sr 0 00300.0 40 12111 in7 71 "n T. 'n Item Details krnunt: 5,627.86 Account NLx.n.babAcrount Check ;i; 1201076 Routinc Nu,-,nbr 241253823 Post- ing On 1 - ,*: =3112014 TypzCode,10-2saipzion: 4751CHECK PAID As a' 6.21e. 0313112014 lierr-&quericL Nv-mbtr'8=&?2D-d2 A 'ddkionl ltem Oe:qils. 0000042 .-OD00000114521,271, VAN REF.4: 000000MOSM42 J� Co.ovricjht 2G02 - 201."A'ells Fargo All rigl)',.s resar,ed f it G-'. 0 .4. P� ,',7 x- AaBbC 4,aBbCi A-,IBI)( .k�tsb^.CZ z it r»4o X, X, A:s- im Spat, 110.1o'no T.-:6 7, Daze. e5/n./201A Check "-211493 Pay Exactly 7T5?,Thct;sand Six Hundrod.Forl y-TN.e- and COMOCI -U Do::a,,s, Amouni j t --d PETER' .SV -' PL.UM91ING, M: OCCR V,ELLS. ARSO EkNr1; A. 0.000 1 11,9 3itr -':Qt. 120 la ? 7L.S& 11 I -j is J —1 CO C14 C� Z 4ai; N,16:c- C, 5. Iteri Details z Arr.onl,7 2,6431.00 Account Numl::er,Account Name 96001dT745JMF.CCPERAL9 Chc-c�-,. 1211493 Routing Number. 241253523 Posting Due; 0511,912011 Type CodaMezoi;rdon: 475,C*qECK PAID As of Date: 05.119, — Iter,. Sequence Number. 8785949415?15 L. J I Additionaillor.n. Dit-Ar. 00000,12-000000(118350-d7l, r. I VAN REF1- 00000087%849415 1 2 Fargo All n g 1,.! 3 r e s .2rts d ;:� Cop-Mcglit 2002 fl :7- '= , := it' AaSl_Cc:)t AaSbCCD( AaBb( AaBbC, AaSIA AmLObCcL N.Sa-MWE , �'Z&W—r ."z Pay . ct!y 21 � 4470C •US 1 ra q,E Anioun,- PETE9 LtEVT P-Wr: LU.6, r Ox a - CL G 00 7 ? E5 tS z b vt r O�tl M 11cril Dowils Amount: 2.0.4.00 Amount NumbenfArcount Name- 950094774SNlHCO?ERALP Check *. 1232338 Routing Number. 241253923 Po—ing Date 0&1112014 Tv pa Cods;Ozsaip6on- AMCHECK PAID As ofOate =1112011 Payees PETER LEVI PLUMBUG. INC ......... =01120,4 SequAnce z ... Ll Ox a - CL I.T. � My WE' M , x I " � I M5,4 Nz Mar lnbo.xl clealel gep,f OlVis(lct 9!WS: P95 AWCfr9.' V;iM'EO .. .... ... ... W!AW. Cud quebeent: I c h m9'. R. Im. tC 6a Anicit. L I.G t C App'x 025 A bcco bccL aEL -c-Aas' ), AiISM AaBbC, A;131)1,.0brIC1 X, x' A:, AA CRA Y CtW::._r IC-- TO MCCI! A- Dote: clmck,'; 1?331G9 Pay Flactly "Three Thcuuad SiX Hundred ArroLint and 00,",00 -US Dc lanz roc._ PETER LF%Jl PLUM131-14, !M� CE 1 2 451 x CL < 9 J, hem Devils Amounr 11,665.00 Account Mun,.bei,Acrourit 960014' 77.16'-,,FtCOPEr,.p L p Ch c;; =. 1233169 2.11252823 P,,s,61119 Date:02+1b•2013 D-ncnp,.l,.,n: CHECK PA! D As o'. Date: OVX201.i Pavia PETIERLEVI PLUG: BING,MC issue Date 081OX2044 U-12661031 12 AJSbCC,. A,;5!2CCOC AaBb( AlcBbC, A, kaCc! ?Z'. Pa int W ;%4, C'ecktk 2225273 pQyEx_,ctIy ,Two n, ouszndr Thfoc Huadfod Farry-Th.roo and ill", 00 -US D01112fs — Amount II i -.0 TKr CYT -1 SOURCE L1 V12—LS FARGC tAUKICA 75 Atcount Number.Account �Umz. 9G00lA_ '77J511,11HICOPERALIP Ro-v'.:ng Numbe-n 241253823 Type * CodorDescnozion: -1751CRECK PAID Pavea! GMA SCuRCE !t -r! Svqvent._- Number. 86Z16305215 (4 4 U7b L) Jj Q r'L r; C.v P', 0 X FOR 0610SIT ONLY TO 'AR7XIN NAMED PAYEF wCb-.CU._ Bank, NA?',.'TCrbUry, CT P6720>2:1170.LOI< Item Deafils Amount- 2,3-43.11 M�c;c:� 1225273 Posting r M'20" xo� 07!' As ofr it -,: 07;1;;2015 Issue [)ate- 07,'0512014 VAN REP,: 0000008686305215 9-3 Ca:,wialit.3002.2014 Vv'ells Farclo All rmlits resit. -Jed 54 75 Atcount Number.Account �Umz. 9G00lA_ '77J511,11HICOPERALIP Ro-v'.:ng Numbe-n 241253823 Type * CodorDescnozion: -1751CRECK PAID Pavea! GMA SCuRCE !t -r! Svqvent._- Number. 86Z16305215 AR 14 WDODLAND AVE INVOICE SAN RAFAEL, CA 94901 V CLIMATE LIc.11637BBO I DATE I INVOIC4ND. ' Ph: (415) 03-9323 Fax (41514153-5G10 CONTROLmvw,coroncllmawoom-ol.cum I 06/30/14 II 13604 rx. n637e00 B)L L TO JO@ LOCATION Equity Lifestyle Properties Inc. AC 411/AC 112 Replacement Contempo Marin 400Yosemite Road San Rafael, CA 94903 TERMS DUE DATE Not 30 I 07/30/14 DESCRIPTION QUAWY RATE AM01JW DATE WORK PERFORMED: 6/12/14 Replaced HVAC 111 and HVAC unit #2 as per proposed. New units are "Bryant"Modal# 574DNWA48090N and Model 1157DPWA60090N. j Installation includes (2) year parts and labor warranty and all factory implied warranties. CA.S1-AS PER PROPOSED: 14.400.00 14,400,00 Thank you for your business. TOTAL $14,400.00 PAYMENTS/ CREDITS $D.OD BALANCE DUE $14,400.00 App'x 028 /I� CAR 14 WOODLAND AVE INVOICE I �9 SAN RAFAEL, CA 94909 v %j r -r CL%� FE CONTROL_ Lic, 11637060 I DATF. I IIWOICENE1 Ph: (416) 4539323 Fri: (415J 453.5610 I 06/30/14 I 13603 vnv%v.cnronrIImaLnrontro1.6m )JC, VG37oGa BILLTO J013 L4CAT7()N Equity Lifestyle Propertlas Inc. AC #1/AC 112 Replacement Contempo Morin 400 Yosemite 400 Yosemite Road San Rafeel, CA 94903 TERMS + I DUE DATE Net 30 07/30/14 MORIPTION OLIANTIY RATE AMOUN7 DATE WORK PERFORMED: 6/12/14 Fees for the Title 24 building analysis, documentation and building permit, Fees: 1,720.00 1,720DO Thank you for your business. TOTAL $1,720.00 PAYMENTS/ CREDITS $0.00 BALANCE DUE $1,720.00 App'x 029 i-.Inscolt Engineering Contractors, Inc. 397 Smith Ranch Rood San Waal CA 94903 CA tic. No. 477476 Paler Marshall Contempo Marin 400 Yosemite Road San Rafael CA 94903 E-mail: contempomarin_mgr@equltylifesiyle.com RE: Lake Drainage Pump Station Slide Gate Seal Replacemont Invoice #9446 416-474.6867 Fax; 415102-0301 mnv,linscotboxom February 28, 2014 February 26. 2014 Wednesdav Pre-ordor NOS (obsolete) replacement slide gate seal kit from Waterman Industries, Construct temporary central roof peak rafter system for supporting large blue tarp to shield entire pump station from major rain event Impacting area, Set up tripod, winch and harness system for confined space rescuelrecovery of scuba diver working within submerged pump station Inlet chamber. Shut down and lock out 14" vertical propellor pumps. Suit up and lower diver through Inlet chamberwlth winch system. Water Is extremely murky and visibility Is near zero, Water level is near high tide, Brackish creek water Is ([owing forcefully through failed gate to rapidly refill take from previous low tide drain off. Inspect submerged 36" lake water intake pipe and find pipe Interior to be heavily encrusted with marine growth buildup. Perform Inlllal blind Inspection on slide gale and Lind that gate "feels" Intact but slide portion of gate Is 6" up from lower seal even though vertical steel operating shaft is all the way down, Operating stem appears partially disconnected. Eventually take sledge hammer under water to force gate movemant and close completely by tapping down. Once gate is closed, swift tidal current ceases and Inlet chember becomes much easier (and safer) to work In. App'x 030 Linscolt Engineering Contractors, Inc, 415.470-x057 397 Snildi Ranch Road Fax: 415.402.0301 San Rafaal CA 04903 mAyMnscotho.com CA Mo. No, 477476 Pater Marshall Contempo Marin RE: Lake Drainage Pump Station Slide Gate Seal Roplacement February 26. 2014 Wodnesdav - contlnue Scrape and clear heavy marine growth from first 6 feet of take Inlet pipe to facilitate Installation of 36" pneumatic block plug. Sul[ up second diver to assist with block plug Installation as plug buoyancy Is too much to overcome with solo diver. Plug Is successfully Installed and Inflated. Dewater Inlet chamber by turning on one 14" pump, Slide gate and portions of Inlet chamber that have been submerged for 18 years can now be seen. Slide gate appears relatively intact, Seal leakage Is evident. In addition, water Is also emerging from local concrete partlllon wall erosion near perimeter of gala, Find that 11/2" stainless steel vertical operating shaft has worn through and broken away from lower attachment flanges, Raise shaft and re -connect to gale temporarily by moving retainer bolt to top of cross support angle Iron place. Document findings with digital Images. Test gate operation by opening And closing with gear operator. Gale appears to function satisfactorily. Seat and concrete erosion leakage remains but this leakage Is Inconsequential and reduced when chamber differential pressure Is less and Is for exceeded by pump capacity. Due to predicted continuing severe Inclement weather, station Is restored to operational status by removing block plug. We recommend returning to station during dry season, when station can be put offline for several days without concerns for park flooding, and performing seal replacement and concrete erosion patching at that time. Remove plug, disassemble rain roof system, clean up and return equipment. Restore pump station to operating status. App'x 031 Unscotl Engineering Contractors, Inc. 416.476.6057 397 Snib Ranoh Road Fax: 410-492.0301 San Rafael CA 94903 WMY.11nBcoltlnoxon) CA Lia. No. 477476 Peter Marshall Contempo Marin RE: Lake Dralnage Pump Stallon Slide Gate Seal Replacetpont February 26. 2014 Wednesdav - conllnue Jobslte Foreman 8 Itrs @ $1o0/hr $ 800,00 3 Laborers 24 hrs @$75/hr 1,600.00 Scuba Dlvor#18 hrs @ $150/hr 1,200.00 Scuba Mark 2 hrs @ $150/hr 300.00 Confined Space and Rescue Equlpment @ $200/day 200.00 GNI Waterman: #W000121320 (seal kit) 870,00 The Barricade Company (two 36" Block Plugs) 146.34 Ace Hardware X16743 (barnacle scrapers) 46.84 Water Components 1130348397 (verticel shaft stop nut) 83.48 $ 5,454.66 16% Profit/Overhead: 173.20 Deily Total: $ 6,627,86 Total Amount Due $ 5,627.06 1115% Profit and overhead charged on " Items only. A charpu of 11/2% por month vrill bo charbad on all invoices 30 days allor olatarnunl dato. App'x 032 Fold- lz�Peter Levi Plu ibing 1818 2nd St . San Rafael, CA . 94901 416.454.7771 phn . 415.455.9908 f" 911M Contempo Marin 400 Yesemile Dr. San Rafael, CA 94903 d vollce Date Invoice 11 4!17/2014 94509A Job Address Contempo Morin 400 Yosemite Dr, San Rafael, CA 94903 P.O. No. Terms COD Rep I Troy Doscriplion Amount Lenk under house caused by pressun; Iluctualions 01'up to 125 PS1 Removed existing pressure reducing vnlvc at spnce 169. Replaced with net, 2" Pressure Reducing Valve to regulnlo pressure to a snro level, 2 Ycrnr Warranty Peru and l.nbor San Rakel Sales Tax BALANCE IS DUE UPON RECEIPT 2% Finance Chargcs will apply atter 30 days. Thank You For Your Business! App'x 033 Total I Payments/Credits Balance Due 2,643.00 0.00 52,643.00 50.00 S?,643.00 Pater Levi Pium6iuq INVOICO Involcu 14131 Healing 011d cooling InvoleoDOW I/0/2014 Comptdtod boto 718/2014 Cslrtanloypq 011lingAdd�rasa Job Address 400yoff1pIloaDr.0o00701 71Yosemta(load Son Ra UR, U 94903 Son Wool, CA 94903 USA Mcripllan of Work Repolred 2" water lino and bock Hurl. Testod no mora leaks. print Nomo below os f t app dors on Crodll card PeymentTypa cmdlteard o Wto @%P Prop 1 6649 App'x 034 Unit Tusks Doscrrptlon Cloonllty PACO Total Plumbing Leakrbetw000uoltri770.PorformcJeRlenllValeak detadonlodhcoverleak 1,00 32AK(n)$2.445A0 Scmico Wayoteci ond twpotcd Z' mela. I'loplowd Tmllonofplpefitensfroroot romovol, Ica led vrakswolLMick HRadllno,NoMar psoblemsfoundatOrdmo. T + W r1'Sub-Total~ 42r105,00„ Tnx SOAO Total Duo WIBS.00 Payntont 1040 bolwwo Duo 12ASS.00 Nlsaivlcot aro pgqfarme don n COU basis, Bala nco is duo upon ro<o!p41.75% tlnam Chorpos will apply after 3 o days fminlmam charge>:15),1lsalusyouforywrbustnossl ^..... _ — ,,.,........ ....... ........�...... Credit Card PeymeMAuthodaalfon print Nomo below os f t app dors on Crodll card PeymentTypa cmdlteard o Wto @%P Prop 1 6649 App'x 034 A ` P;iu Levi PI nbyiing Heefiinr� aria �UUiirig INVOICE olco 163 1nYnlceDate 7/1112014 Con,plotod Dnte 7/11/2014 Customorvo 0111h1D Addiast Job Address ConLdmpoMalin 0009701 Co 1pp111 orin 400 Y010mlta Ur. 29 Tolan Court San Kofaol, CA 94903 Son Refoal, CA 94903 USA DZp-llonof Wolk Ropair2Inchwotor main undorslob Unit Talk "DowripIIon , - quoAthy-m o Total Plumbing l.eakundalite 3ldDwaikLocatodNO; romoyedtonsrotoaid vxouied(aoxpotoleof4 1,00 53,669,0059,669.00 Insall rnadonocotlaryropaErs, back filled, roupbpakhtiendroplatadtonuolo.Tawdwotks wall. No mote lealcs. Sub•Totol S9A69.00 rox $0/00 Total Duo $3,669.00 poymont 10.00 vaionw Duct $3,669.00 N) seNI(M O+ppparlorMud o:s a C01) bails. Mama is dua uponcotelpt, 1,76% Finonco Choroos %YIII apply 54or 30 days {minimum _..._ ~^ � __... CradltCa,dPaymonllwlhorirodon Print Mame below as It oppoots on Croft Card Poymcallypo � CrodllCafdG �•—....�...._...._.__ ...__.__.�_._.._ _..,, 0 App'x 035 Judy Rhodes From: RON RHODES <RONR@GYMSOLJRCE.COM> Sent: Wednesday, July 02, 2014 3:23 PM To: Judy Rhodes Cc: Ron Rhodes Subject: Your Invoice # 16302.05 _„,_�;f—'.'^�1f.4)Li'n}c8^i�ia� —_.1N1 Inmilr0 $alulrr.nn �• -<• Wml:r Uxt IA•.•e,1u„ - �.j1T }�: L - IG3f121L+ itON(tflolmN 0011/2(114- Itm �r1: 3(1;11 •ra 11:1-.q _ CON'Ila411'O 1"Alt IN 11S - CONTEMPOMARIN Affi YOSMN111117 Rfl, ; •1001'OSIih111'!: RD. SAN RAIIAEL, CA 94903 :SAN RAI:AIiI, Cr\ 9.1703 --Acd9 tilde t!a1r I (leder Dade + —%hlp l'jjAI Cwlmnrr Pn [ Vuinl 111 62.4293709 I 01WHP-014 05120/2014 I Ddiwg I I AZI I' Dacrrlpllnn Qle prim ' TRU-PS100r ELLIP-FROW DRIVC/SGLF GC--NII.f011.T. WItA4 1 1,699,00 SN61d-XPSo(y7.7313 FREIGHT FREIGHT 1 191.95 DEL-INST DELIVERY & INSTALLATION l 295.00 !PRE-ASSEN19LY ITEMS MAYBE DEL'D ASSFM13LED 1 .00 1 TIME DISPATCH TO ASSIGN TIME WIN DOW 1 .00 IT'S OUR PRIVILEGE TO SERVE YOU I I D2 PT.CHECK LIST 12 POINT Ct1ECKS COMPLETED 1 .00 81 -IIP TO FITGUARD, 1400 ENTERPRISE RIM!), SUIT[ 1120, WEST SACRAMENTO, CA 95691.916-375-0100 Sub -Total 9.251 Tax TOTAL 1'1.@AS&NOTHItVTIIISSAII'll G1'\IsoURCI;\Lll(ISNOEXPH SSIVAItl(,1N1'IliS\OR i\ 1111.1KOWA11HAN1'IE'S OP AIERCIIANTAIIILITY OR PITINIESS FFRA NY VA1417CULA It I'Illtl'OSNIL I ARHANTD(ti, IF AN V, ARR PROVIUI'111 ONLY RY 1'HI( 11ANUFACTURInt 011' THIS 11ItODUCI'. j11'aIUwKC:NI-I.W.0lii 1191' IdelIr TOdSSPSS A W PR(Krc tK411i: IVR 11A1NIONTS; IM 11V[RRu7T eAPu IN IXct SS Di_v 1 App'x 036 As sIM-lit 1393,00 E i 19 1.9 5 i 295,00 1 .00 I I .OD ,00 2,185.95 ii 157.16 , 2,343.11 1 App'x 037 Cooley Nathaniel R. Cooper T: + 1 415 693 2195 ncooper@cooley,com November 7, 2014 Ms, Esther C. Beirne, City Clerk City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 VIA FAX AND EMAIL FOR DELIVERY ON OR BEFORE NOVEMBER 7, 2014 Re: Contempo Marin Mobilehome Park Petition for 2013 Rent Increase Dear Ms. Beirne: This firm represents the Contempo Marin Homeowners Association (the "CMHOA"), I write regarding the Petition for Rent Increase submitted to the City of San Rafael by Equity Lifestyle Properties, Inc. ("ELS") on September 26, 2014 (the "2014 ELS Petition.") CMHOA represents the homeowners of the Contempo Marin Mobilehome Park in connection with the petition, and this firm represents the interests of CMHOA. By this letter, CMHOA notes its opposition to the 2014 ELS Petition and preserves all of its rights and objections thereto. CMHOA further notes that, it does not presently have and so has not provided any documents or information in opposition to the proposed rent increase. CMHOA intends to develop such material prior to the arbitration, in the event one is required. CMHOA also notes that, on September 30, 2014, CMHOA met with ELS representative Jennifer Barrett about the capital claims made in the 2014 ELS Petition. Subsequent to that meeting, Ms. Barrett informed CMHOA that ELS will be providing CMHOA with a proposal for informally resolving the claims contained in the 2014 ELS Petition, CMHOA embraces the idea of informal resolution and looks forward to receiving ELS's proposal. In light of the ongoing dialogue and subject to ELS's concurrence, CMHOA does not believe it would be appropriate for the City to appoint an arbitrator at this time. e ectf ly submitted, Nathaniel R Cooper cc: Robert Epstein, City Attorney Lisa Goldfein, Asst, City Attorney Gordon C. Atkinson, Esq. Contempo Marin Homeowners Association Dan Perlis, Vice President, California Operations, ELS Neil J. Moran, Esq. Kenneth A. Kroot, Esq. 101 CALIFORNIA STREET. STH FLOOR. SAN FRANCISCO. CA 94111-5800 T: 1.115) 693-2000 f: 1415) 6933-2222 WWW.COOLEY,COM App'x 038 Contempo Marin 400 Yosemite Road San Rafael, CA 94903 (415) 479-6816 Fax: (415) 479-6£317 September 28"', 2015 VIA FEDERAL EXPRESS City of San Rafael Esther C. Belrne, City Clerk 1400 Fifth Avenue San Rafael, CA 94901 Re: Contempo Marin Manufactured Home Community Dear Ms. Beirne: MHC Financing Limited Partnership and its affiliate MHC Operating Limited Partnership (collectively "MHC") hereby petition for a rent increase pursuant to Section 20.12.050 of the San Rafael Municipal Code and state as follows: 1. MHC is the owner and operator of Contempo Marin Mobilehome Park located at 400 Yosemite Road,. City of San Rafael, County of Marin, California (the "property"). The property consists of 396 mobllehome spaces. By letter dated September 28th, 2015, MHC notified all residents of the property of a rent increase to become effective January 1, 2016. 2, The property contains 396 home sites. Under the City's rent control ordinance ( the "Ordinance") and applicable state law, certain tenancies and/or spaces are exempt from rent control. However, we believe all sites at Contempo Marin are covered by the Ordinance. 3 During 2014-2015, MHC incurred substantial capital expenses ($118,117.113) for updates to the amenities andlor common area facilities located at the property. This infrastructure is a necessary and integral part of the property. These expenditures are the subject matter of this petition. MHC seeks to pass through to the tenants of each homesite certain expenses associated with these projects, and hereby requests appointment of an arbitrator and assignment of an arbitration hearing date pursuant to Sections 20.12.060 and 20.12.070 of the Ordinance. 5. The proposed rent increase has been calculated to be $24.86 per space. This per space amount has been calculated using all 396 sites. This per -space amount does not include MHC's cost of capital which MHC also seeks to recover from the date the expenditures were made through the date the capital is recovered pursuant to the Ordinance. Further, if MHC is required to collect this amount over time, then MHC also seeks to be reimbursed an appropriate financing rate of interest during such period. This increase is necessary and justified in order to permit MMC to recoup the capital expenditures associated with the property and to provide MHC with a fair return as required by California law. Pursuant to Section 20.12.040 of the Ordinance, supporting information reasonably available in support of the proposed rent increase is included with the filing of this petition. 5. A filing fee in the amount of $1,200.00 is included herewith. We have enclosed such amount based upon the amount paid in 2014 for the same purpose. If the City believes App'x 039 this amount is not reflective of twice the daily rate for American Arbitration Association, please advise and we will submit the differential. 6. To the extent the Ordinance requires a park owner's petition to be verified, the foregoing Is true and correct to the best of my knowledge and belief. MHC Financing Limited Partnership MHC Operating Limited Partnership Their:40��Z_ Vice President Enclosures: Check f#96438in the amount of $1,200.00 Capital expenditures worksheet Copies of all related checks and invoices cc (w/enc): Rob Epstein, City Attorney (via Federal Express) Neil Moran (via PDF) Kenneth Kroot (via PDF) Dick Heine App'x 040 Contempo Marin Capital Expenditures Worksheet .......... August 31st ,2015 Invoice Date Vendor Description Amount July 9th, 2015 Thomas Brooke Replacement of Clubhouse Roof - First payment $34,250.OG February 18,2015 American Asphalt Remove and replace concrete in pathway $9,280.00 February 6th, 2015 Valley Furniture New Furniture forthe Clubhouse $4,230.00 June 19th, 2015 Horizon Casual Pool Furniture $14,838.25 June 8h, 2015 Gym Source New fitness room equpiment $10,518.93 August 18th, 2015 Thomas Brooke Replacment of Clubhouse Roof- Final Payment $39,750.00 August 18th, 2015 Thomas Brooke Replacement of Laundry Room Roof $5,250.00 Grand Total: $118,117.18 Annual Resident Portion (396 Sites): $298.28 monthly pass thru $24.86 Thomas Droolce 1404 Central Avenue Modesto, CA 95351 (209) 531-2050 Lic. 4457260 Bill To contcmpo Merin • MHC 40D Yoscntile San Rafeai, Co 94093 (415)479-6816 contempornuin_equityl i festyle,conI Item Deserlpllon Re -roofed Progress Payment on Recreation Building 'llionk you for your business. App'x 042 Rate 34,250.00 Date 7/9/2015 P.O. No Qty Total Balance Due Invoice Involce # 1750 Terms Due on receipt Amount 34,250.00 $34,250,00 $34,250.00 of ADE0 AREA MUST GRADUALLY C1011GE FROM BLUE AT TOP YU GREEN AT BOTTOM Nq- Art* Ain"civ. Ali T— S T bilack It. 1314491 M '11 W"i It "1 '11, Iff Amount Pay Exactly NO TIA"Ap NO R.11 Sm fln MEN IOTME THOMS BRDOKE CONSTRUCTION V!1 ORDER VQDAFMRWDAV6 It, :2r�- K, N.A. y Yr XJi 9" :ti u-000 JoA lott.9 hill 1:04ll,,Ma ?IX'11100 14774Sii% 3 0 12 4 in > T gym 0 Flo r > M A AmOUL)J: 34,20,00 Check It: 1314491 Posting Data: 0112212015 As of Date: 0712212015 Issue Date: 07/1712015 Additional Item Details; 0000006 +000000040210272 VAN REFIA 00DO001643391081 [@ Copyright 2002 - 2015 Wells rargo. All rialitsresorved. Account Number/Account Name: 0000147745/MHCOPERALP Reuling Number. 241253823 Description: CHECK PAID Payee; THOMAS BROOKE CONSTRUCTION Item Sequence Number. 1543391651 App'x 043 Page : I DocuSlgn Envelope ro: 4g53E961-5600.47F0-AC95-05oarE3EE7B4 CONTEMPO MARIN AGREEMENT THIS AGREEMENT (this "Agreement') Is made and entered into as of February 3, 2015, by and between AMERICAN ASPHALT REPAIR & RESURFACING CO., INC., a California corporation, with an address of 24200 Clawlter Road, Hayward, California 94545, hereinafter called "CONTRACTOR" and MHC FINANCING LIMITED PARTNERSHIP, an Illinois limited partnership, with an address of clo Equity LlfeStyle Properties, Inc., Two North Riverside Plaza, Suite 800, Chicago, Illinois 60606, hereinafter called "OWNER". WITNF- SSETH; For and In consideration of the mutual terms, covenants and conditions of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, OWNER and CONTRACTOR hereby agree as follows: 1. SCOPE OF WORK.. CONTRACTOR shall furnish all labor, equipment, accessories and material necessary to perform the work described herein below and In the Proposal ("Proposal') attached hereto as Exhibit A and made a part hereof (collectively the "Work") on portions of the property commonly known as Conlempo Marin, located at 400 Yosemite Road, San Rafael, California 94903 (the "Property"), In accordance with the Contract Documents (as such term Is hereinafter defined). 2, PAYMENT. After completion of the Work, In accordance with the Contract Documents, to the satisfaction of OWNER, CONTRACTOR shall deliver to OWNER an invoice in a sum not to exceed $16,000.00. OWNER shall pay the amount of such invoice to CONTRACTOR within thirty (30) days after OWNER's receipt of the invoice. At the time of such payment, CONTRACTOR shall deliver to OWNER final lien waivers from CONTRACTOR and all subcontractors, suppliers and material men for all of the Work, Except as otherwise specifically provided herein, In no event shall the aggregate amount of OWNER's payment obligations hereunder exceed $16,000.00 (tax included), Any alterations or deviations from the Contract Documents Involving extra costs shall be made by CONTRACTOR only upon prior written order of OWNER (a "Change Order"). 3. TIME FOR COMPLETION, The Work shall be commenced on or before January 29, 2015 and completed on or before January 29, 2015. If the performance of the Work shall be delayed because of strike, war, governmental regulations, severe weather conditions or any other reason beyond the control of CONTRACTOR, such delay shall not constitute a breach of this Agreement, and the time for completion of such performance shall be extended for such additional time as the same was delayed for such cause; provided, however, in no event shall the time for performance be extended for more than thirty (30) days in total. OWNER and CONTRACTOR agree that time Is of the essence of this Agreement. 4. CONTRACTOR'S DUTIES, a. CONTRACTOR and its principals, employees, agents, subcontractors, suppliers and material men (collectively, the "CONTRACTOR Related Parties") shall comply with all applicable laws, codes, ordinances, rules and regulations in the performance of Conlraei ID: 2255 App'x 044 " CONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT ** PROJECT: Contempo Marin Sidewalks NOTICE:THIS DOCUMENT WAIVES THE CLAIMANT'S LIEN, STOP PAYMENT NOTICE, AND PAYMENT BOND RIGHTS EFFECTIVE ON RECEIPT OF PAYMENT. A PERSON SHOULD NOT RELY ON THIS DOCUMENT UNI.I3SS SATISFIED •1'.i-lAi- THE CLAIMANT HAS KECEIVED PAYMENT, Identifying Information: Name of Claimant: American Asphalt R&R Co., Inc. Name of Customer: MI•IC Financing Limited Partnership c/o Equity Lifestyle Properties, Inc. Job Location: 400 Yosemite Drive, San Rafael, CA Owner: 1AFIC Financing Limited Partnership Conditional Waiver and Release - Tills document waive and releases lien, stop payment notice, and payment bond rights the claimant has for labor and service provided, and equipment and material delivered, to the customer on this job. Rights based upon labor or service provided, or equipment or material delivered, pursuant to a written change order that has been fully executed by the parties prior to tltc date that this document is signed by the claimant, arc waived and released by this document, unless listed as an Exception below.'rhis document is effective wily on the claimant's receipt of paymentfrom the financial institution on which the following check is drawn: Maker of Check: MI -IC Financing Limited Partnership c/o Equity Lifestyle Properties, [tte Amount of Check: S 8,990.00 Check Payable to: American Asphalt R&R Co., ]tic. Exceptions: This document does not affect the following: Disputed claims for extris in the amount of; $0.00 DATE: �� AMERICAN ASPHALT R&R Co., Inc. (signature) / A-z'j'iV.k-It��{ (title) V App'x 045 AMERICAN ASPHALT R&R Co„ Inc. ` PO BOX 3367 HAYWARD, CA 94540-3367 (510) 723-0280 Fax(510)723-0288 BILL TO: MHC Financing Limited Partnership c/o Equity Lifestyle Properties, Inc Two North Riverside Plaza Suite 800 Chicago, Illinois 60546 CURRENT CODE DESCRIPTION CONTRACT 08 CONCRETE 8,990,00 TOTALS: 8,990.00 CUSTOMER #1: 6411 INVOICE M 6323 INVOICE DATE: 02/18/15 DUE DATE: 02/18/15 JOB: 293242 Contempo Marin Sidewalks 400 Yosemite Drive San Rafael, CA PREVIOUS PREV % CURRENT BILLED %COMPL BILLING 100.0 8,990.00 100.0 8,990.00 NET DUE: 8,990.00 Thank you for your businessI Contract ID 2255 App'x 046 is`F.W iE,I !{tmi (� •1 f� •� ; {.. ri 5 l i!e ti ',ji 9 ; urf } �� I � CHANGE ORDER # Date: Z/ tU(ZDis I l 27601 Industrial Blvd, Hayward, CA 94545 510-723-0280 Fax: 510-723-0292 Joh #: ?— %32-42- The construction agreement datcd f / Z b ��o !S , behveen American Asphalt Repair & Resurfacing, Inc., Contractor, and Owner/Subcontractor, is hereby modified and amended by the following deviations from the original plans and specifications: II qU94-PPtc-r covtcrr-�e TU /cAb(- >6'DX 1K S i�e cJa llC_ It is MU Wally agreed that for such change, the contract price is '►[creased ecreased $ L�Q o0 payable with/deductible froin the payment becoming due under the original construction agreement. Time for completion of the above cited contract/subcontract work is hereby extended days beyond any completion date set forth in the original Contract for such work. All other provisions of the original Contract and Agreement shall remain in fiill force and effect, without change because of the above deviations, American Asphalt Repair & Resurfacing, Jnc, 0 ner/Subcontractor Contractor Lic. #439591 toNICIId—d,hNg.,Jd .JoC App'x 047 Page a lM-s FA[L�6�v S,Ls's�`,s�-.� �a �.'.r��Y.S�?:,. S.V�"Y r T•91�a:�.k!£:ly"�3S^.� ;�� .a"��r��s'Ql.x.�w�r��-.�_�«��i�_�� SHADED AREA MUST GRADUALLY CHANGE FRO IA BLJE AT TOP TO OAEEN AT BOTTOM_ tpr A kaph 0--d, PIwH, Sui4 yaa Dale; 02/25/2015 refcegw, tt LS Checkfl: 12.77824 Pa y yEXQCtl St�lno Thou$ n4 W0liundr�U �I t tY nfld p(to U f}91id Amount : r o i 4, , 4 : S. H .;;.; . ;;•_ ;' 4 ... .9,200.00 TOTHE AMERICAN ASPHALT R&R CO., INC, vauerTw 0oevs ORDER OF -A�thocSYed SiQt,ar WELLS fARGO DANK, N.A. •s: > =ra` - �, _ - _ate.-=;= - - - �`"' ;a - i M iHef :1� 1i.U5.�:�''�€t'�`-`e'a'�":'�s,��u.;�:yt_��{'�;�---= ,_�� We'na, hE'ry to help yoc1 3130 Rohnert Park Exprensway s7' � C)RE HOURS 91Ivc!i cel: 219 a 9 Rohned Park, CA 94928 Mon -Fri: 10 am -8 pm Phone: (707) 586-8836 Saturday: 10 am -7 pm Salesperson: Fax: (707) 586-8830 Sunday i 1 am -6 pm Coll Pi Customer's Nama:_��-_cZf'�'�f��.2G!{!s' i<<1f'. ib�iYi? '�1l� f 'fit fnt:PTroel�r~...iyr / jr`-1d �I�� Apt.11 Cily:_..U7uf �r—��-iL_C1�°Ir6--- -zip'- r�-— _CrossStreelZ�21__� Relerred by: 0 Newspaper C1 Insert 0 Radio (3'ry 0 Friend Cl Previous Buyer 0 Inlemel Q Crive By DELIVERY TIME `C:OD N07E DATE 111.1 l�LfV11da®°.mmn num Falwic Protection? I , -q - =�— YA 1 I S-Fc;_FE: POLICY gIJD CONDITIONS Orf >AILL= 0y�1.�VE�iI� (y C1orFa1 errors are suUJact lorcyrncaan [q Specialordorand doWary was as a silblocl lobo dalayud -- 'Sporid ardor rognArodo mWnnum 70'.: dapeshdeal l9 nnu relundablo and na cuwaMalkul i:imrroTAIL I 'Nl elrlvmn ,Flaw eamllfa We. C,lcaed auk Iasi ono herna are"as k," and haua au waimmy and uoUalumablo ur,olufulabld ------------ .....—..._.—. ' Sloal hala, rohnned Q160(Paye musl Un 14%0401nalcondidan and pxniihig,1esIa01,19fee find smvkr vid N dmmgod on realm leans �r.ILiK ' Morcluadleo vlkl be hcld elud eve oiaaran far Wily •1 week ahar mo data of pumho4o cl sincld mdol ardved Dlokhor nvumfnalodna, nulh,lha Iuuraura raeillors gunrM,de fabdca again wow. low. fndig, aaor ldsaleis. IJPAg of dnmc¢o LycUIDlbfg pfccass.------- _--'" ' Al movi:os larluho an 0/1041111 hwelce. owde/ Shp and mi(pal a ddmss. •ro,I'A i.. /,�'S(} 1( � All rnon:hrmdues rnmi be rolumod b Our waohv4 ouso Ica amx w•rivr Um manafaGlrlry's MUM, ally In IWIlle stnto and — •-•� klJ— ---�-- 11Mspaoa�lm ii sul,Iorl 10 a 6 --kw dlarfle I,)F 6'(I:�B•1' 'Plawwisspuci ycur nlaa'jmadlzos whin racuivhp,,ay alelcha,dltds lcw,d10 UolacWa duo It, manuldclure realunanshlpyAl be savi:arml uaier loans of m:mulyclufa syluranlf An++� + l 'PlOa,ecb)ekj'Auf rcan's menmlreipa nl mrd ycur home's dcca?a, mal:llg an DOW. To AVOID smv'ca (halgu AMWcwoahalka, party h\LAN BEAK) S'roR[ POLICIES AND RECEIVED 1N GOOD CONDITION ��,----�.—_Elaltu--_- T — /Lt. SALEARE' =1AA1, 1,10 E{CFIANUJ Ni) F;G=1JPOU r UISC,!•V�- I—lylS,A�WNId6r � _,..dldfll �nJllaolln App'x 049 21; V2015 Equity ufeSlyla Preper Uos, Inc. flail - Re: Now vondor submission for VALLEY FURNITURE Equity Contempo Marin Manager <contempomarin mgr@equitylifestyle.com> Properties Re: New vendor submission for VALLEY FURNITURE AP Services Mail<apservlces@equitylifestyle.com> Tue, Feb 24, 2015 at 11:36 AM To: Conlempo Marin Manager <contempomahn_mgr@equltylifeslyle.com> Please attach or fax a W-9 to 312-279-1711. Thanks On Frl, Feb 20, 2015 at 7:27 PM, <contempomarin_mgr@equitylifestyle.com> wrote: Requestor Name: ROBERT ANDREWS Community : CONTEMPO MARIN Requestor Email -. CONTEMPOMARIN_MGR@EQUITYLIFESTYLE.COM Requestor Phone: (415) 479-6816 Vendor Type: REGULAR VENDOR Regular Vendor Type : MISCELLANEOUS OR OTHER Require ACH7 : NO Vendor Name : VALLEY FURNITURE Vendor Address : 380 ROHNERT PARK EXPRESSWAY Vendor Address2 ; Vendor City, Slate, Zip: ROHNERT PARK, CA 94928 Vendor Phone: (707) 586-8836 Vendor Email: VALLEYGOSERVICE@YAHOO.COM Payment Terms: ASAP Estimated/Total Vendor Pay Amount : $4230.00 FEIN or Social Security # : 38-0309432 Vendor Provides : GOODS Is vendor a resident ; NO Is vendor a related party : NO Miscellaneous Comments : hllps:llma l•gooUlo.comlmallu Wui=28Sk=7Cf371b20d&viaw=pl8search=lnbox&msg--l4bbdl7B4f9238ab8slml=14bbd1784f9238ab App'x 050 im 302015 Scant OD05.JFG I,— W'"9 RoquoM for Taxpayer 0110 Fo m to Ilio C4 in oa Ovdit-S IdentlfIcation Number and Gert1flutlon OIpW.ad ottM Twlpry needmlll tor. 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W-9 7t.+.1zaotq h"Pr-IlmallUooplo.coml lscslmall-slaUcJ lids(=pmell.main.en.RdoaVLbzORW.Qlm=m_I,Uam-OiMa4E5G_UGMMTdU(9D9--9nlxQ_OhygjzDBJTsF8H-z wf... 111 App'x 051 Page A ��ti 4 --�?bP�-�r':� � n 'sc; r"l'... .,"�^... i�."�_ ...�.-rn+��i ��'n.{){A':��"s^:"i-Tr�1.��ti?`c`"s`.��'; "3,f`.+F."-"-';�;r•f�Y�''`"z'-_s��`r.1'�i i'�n'i2'4'�`uts.r%"��cU ._ I��fr.90e>.z`NsY:i,S��n�'�,a�..�'L"f��;Y:ier:.c:;2-t'.xtk;f=� etc,,�..s.�.�Ys:=r_`f�.�r'.,��'.�!:i?v,h.+,.,r�,^Eii_: ...�r•:.r. .-k..n_.'`--?,:..0313.5: s:�.l��.,_�,�i Couily LhaStYI0 PF0Pe4'a]. 1110. 64175 MWAD . COP10mPo Madn w.ia ruweda ue . • Dat O 01111 M k;62 2No11n RiversldO Plaea V..wrc OR F."'..uk Chttago, n. 00606 .roaevassr ^v�n'..w"a 9600147745 TWO SIGNATURES REOu1nED FOR AMOUNTS 1N EXCESS OF 325,000.00 FOUr Th.Usana Two Hundrod Thidy Dollars And 001100'...""" """"' { $ ••4.230,00 4 ........ . w . .............. .................................r.... ^ AY QVAM-EY FURNITURE vD1D AFTER eo D09f TO `- 380 ROIINERT PARK EXPRESSWAY 93 THE ' OROER R ROHNERT PARK CA 94928 (AR yl OF IBI. L7510 1:04 6 20311241.' 9600 L4771.5u' 16A601 i(.I{ _ goals 0 0 ti U a �. sect: 181 z y a x Batch: 919263 x 8 ;s Date: 03/16/15 b `S � � o 4 $g r c q�o. R. T ,f�os in 93/16/15 •.63�tt#t8984rrnx-�—�-LL __.__ . _ . _— —_ .A _M �} � _ �. d L PS:uaci coov 110 PT � _ zf. c •ri'ParB`'SC-CA7t1dd' -' . ' _ q g�a�2a,�� t_ eta r z M _ - t'-;rs,... y�',�+. '�k,•Yfi�'ysa:e'izY_,€1='fid"'. .�._, ..�_�,��;`'r"��`"�f' a��•:'�E"xt; - - :-<£i'g3- atv:vsYYt>%."-x:,tv;` 'e,,:-�t �.� ,�i .a2{ ern.-.`-t�� tmaas . ..r�.�.��t. .-rr .Y.:=� �-� .5�`7 ...v %r'�C ".�itt:xX.a3.?:��"'.c.riC1�i .•:c Amount: 4,230.00 Account NumberlAccuunt Name: 96001477451MHCOPERALP Check #: 84175 Routing Number: 241253823 Posting Date: 03/17/2015 Descdphan: CHECK PAID As of Dale: 0311712015 Item Sequence Number. 8580585522 Additional Item Details: 0000063 +000000034667313 VAN REF11:0000000586585522 U Copyright 2002 - 2015 Wells Fargo. All rights reserved. App'x 052 Horizon Casual, Inc P.O. Box 1000 Ocala, FL 34478 0o Cornmerci411nr1ourJ0etdoor Ttlrnit((re &Accessories www.HorizonCasual.com Bill To: Contempo Marin M/H Community 6040 Equity Lifestyle Properties 400 Yosemite Road San Rafael, CA 94903 Customer ID Unit Price Customer PO CONT4 275.00 4,125.00 Account Manager + Shipping Method Norm Kohl - ELS I Hest Way Quantity Item Description 15.00 3310 Gulf Winds Cross Weave Chaise 40.00 3350 Gulf Winds Gross Weave Arm Chair 10,00 4203ALMD-H 42" Aluminum Top TablewlHole - Deco 1.00 DISC 5 % Multi Property Purchase Discount I N V 0 9C.E Invoice Number: 11591 Invoice Date: Jun 22, 2015 Page: 1 Phone: (352) 622-6852 Fax: (352) 732-5662 snip to: Contempo Marin M/H Community Equity Lifestyle Properties 400 Yosemite Road San Rafael, CA 94903 Phone: 415A79-6816 Fax: Payment Terms Net 30 Days Ship Data Due Date 7122/15 Ulm Unit Price Amount each 275.00 4,125.00 each 139.00 5,560.00 each 295,00 2,950.00 each 631.75 -631.75 TITANIC YOU FOR YOUR BUSINISSt Subtotal 12,003.25 ` Sales Tax SALUSDONOTINCLUDESALESTAX. PURCHASER I Shipping &Handling _ _ 2835.00 RESPONSIBLE FOR ALL LOCAL/STATE SALES & USE _ TAX UNLESS OTRERVASa INDICA'rED, Total Invoice Amount 14,838.25 Payment/Credit Applied TOTAL $ 14,838.25 All claims must be made within five days of roccipt or goods, and claims for loss ordanrge in transit mustbe filed at oncewilh carrier. Wehold a shipping receipt in good order and accept na liability. If merchandise is damaged in lransitand so receival you are responsible for souring proper notation ofsuch damage fium your local freight agent in order(u scmre sellleinmt. Title ofsbipmoritpasscs to you upon delivery to. properly rccciplod by, transportation carrier. We are not reponsible for delays in transit and our terms are net to be affected by such delays. Merchandiscru(nrned Nithout writtnt authorization will berefuscd. Goods listed herein ronabt property of Horizon Casual,Ine. until invoice is paid. App'x 053 WITY• LIFESTYLE PROPERTIES AP r0 NORTH RIVERSIDE PLAZA ICAGO, IL 606062600 ki t0: HORIZON CASUAL, INC, Paye 1 a Payment Oale: 06/2412015 Total Involces Paid: 1 dotal Amount of Invoices Paid: 14,030.25 USD voice Number P,O. Number Description Invoice Amount Discount Amount Net Amor 02230 Net: 14936.25, Discount: 0.00 REPLACE OLD AND WARN OUT POOL FURNI 02012 Wells Fargo Bank. All rights reserved. App'x 054 DAMAO . ........... .. IF 1723231 11ON'111100F.S 111WI/2015 I u42 I [.. ...... -ce.coinj w%vw.gyi)1SOu1 TI -S - CONTEM110 MARIN LLS - CON,rj-.mpo MAR[N 400 yclsI3MI•I'ii FE. ;,100 YOSrhltl'E 11D. 'SAN RAFAM, CA 911903 SAN RAFAEL CA 91903 .. ...... — --------- --- F-2-120.1701IJ wilanals nollignols Delivery AZI Wm Descriplian Qty List hick PAR-MP.O]Hi MSG -2 STACK 11170LB 11250LO 1 5725.00 3,83635 3,036.75 PAR -FS -20 BEN CH-FLATAN CLINE)DECLI NE 1 575.00 415.00 AMOD HAM -GP -D[3 -3T -A DURA13ELL 2.5-50 VV13T RK CLUB PACK 1 2433.50 11,5011A5 1,581.45 Wis comprised of-- HAM-3T-FLT fHAM-3T-FLT RACK-3TIER TRAY RACK-SILVERIBLK 1 DO-IiEX-LI002.5 2,5LB URETHANE HEX MEA. 2 DB -HEX -0005 51.6. URETHANE HEX DBIEA, 2 OB-I-IEX-0007.5 7.5LB URETHANE HEX DBIEA. 2 DB -HEX -0010 IOLB URETHANE HEX DBIEA. 2 DB-Hr-X-UO12.5 12,5LB URETHANE HEX DBICA, 2 OB-HEX.UO15 15LB. URETHANE HEX D91EA. 2 DB-HEX.U020 20LB. URETHANE HEX DBIEA, 2 DB-HEX-UO25 25LB. URETHANE HEX DBIEA. 2 DB-HEX-UO30 301-9. URETHANE HEX MEA, 2 DR+IEX-UO35 36LB. URETHANE HEX OBJEA. 2 DB -ILEX -U040 40LB. URETHANE HEX DBIEA. 2 DB -HEX -U046 451-8. URETHANE HEX ()B/FA. 2 DR-I-ICX-0050 50LB. URETHANE HEX DBIEA. 2 TRU-PS-T00015-4 TREADMILL- 22XGOIPROGII-IRC 1 3999.00 2,300,40 2,300,40 FREIGHT FREIGHT 1 661.90 061.90 661.90 DFL-INST DELIVERY & INSTALLATIO14 1 864.00 864.00 804.()0 App'x 055 THOMAS BROOKE ROOFING • REMODELING �-7;6 CONTINUATION SHEET THOMAS BROOKE tg 2,0 ROOFING • REMODELING m r9Nemo orlalDaealpilonolPr r l/ 1404 North Central Avenue P/V�%eG�vcl.� 1 L��toc�s2r Modesto, CA 95351-4813 Proact�Ad .ro.ss r;lcity \ ro�eclZipCodo Phone (209) 531-2050 Co4V.ro �,I,� j,� Ca. Contr. Llc. #457260 yoo U 3 e -H t -e This is a continuation of that c rtain contract bi4efly described above between Thomas Brooke Roofing • Remodeling, and the project owner named above which is dated 10 yitie1 41 v �(GIL, 1Ow1e; U [� 5Ou /�a)u ife-*) • Y-- I /,J•rilu,r�,s�.)n � � 9� o A.��tlpfa-T� mntraclor or conlraclora open[ sign horn App'x 056 � �S5 CSU °•°.�— —/t/ out) , J' owner sign here Conlempo Marin Manager <corstorrlpomadn nlgr@ocitsltylltestylo.e Propei'tles J- Copies of checks wager �ifor Barratt gennifer barrell a@oqultyliieslyle.com> :unlempo Marin Manage( <eontempomadn mgr@aquitylfieslyle.coal> ___. Forwarded message — )n1: Sharon Fields <shoran_fields@egoilylifeslyle.com> ,le: Wed. Sep 9, 2015 a1 9:19 AM Ibjecl.' Re; Copies of checks < JenniferBarrell <Jenniler, barrel�(Glequitylifeslyla.coln> wa you go +anks �t,...{Li�,`'F • 13.1", 1:% ° riahteTools ttfniige_ZO15D90JDSf9.19�1fice ipaiibifiiyPdodt�-•MiaosogWald Hame Instd ' Page La aut Ntroences- MailkO! 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" :' �I .:_. �..._. ,... ._....___ •„_-_ < .... , ,.._.._.. -...-`h3• _..._J 1 r _.,—._. .._._.. _._ . _ -- - ice. _ ;'s::-- -�'°•Y„s. 5:;1s �..:r .�,,..• r.•lA-f.,;.hr„yt. „p,,� t ..�... .y{1 ' bila"a : 'q ."ii4 (�'1tE'ts#�..,.,s>ft_L...,�rka=.Jti",.i.+Ar}a',fi:l�r�'rt:'+kC> ita ,eiG _I, .. sl..r . ..t.. ib s'4" a 9 V•DFD A an/$Y GN ALLY 0U11GF f „ I Waw c \. _•_/�(,ty� s,rc v a••an u.q, wa rLu, s.m r.a r: y 19 f 1 i i ., ra.• a Uma Date: 08/25/2015 ]3270 Chockll 2 ,.•, C (... t'i;<. 1•f �''��>{+tr ,"L'�f k('+s. S ;. y�E:?I E I<S A rj' s •aj`.t +i'•`ttii�{' n' `� �.. tl, AmountPaY EtacllyhTADusand Sevn Had00Ut at ..J�, °(. i�ilr�:�!' r it 'mol, t1�2'.�1�"•. 5,. / 3...39,750.00 ly��y },,;yr ptM; �d:�71 154'ui - 'y .','°'�r�')yy�'� .I 1•. �).. YO Yue "(HONAS DROOKE CONSTRUCTION 1 S.4"z� y.i::V-�f ((t H'.FALI�/'•S lf(+p ,a ;i�( �M'�' ' IY , t, DIIOER , - veollf[n re D,vy . , S rite I�j; J OF �v��`n]�'P;�y4+'s Y?�J �„ ?�,`.�. y. i •'. �rTfL.s:�Tl�'�#.ET. � ;�•{-"' ¢t 1 �,�, t S ' i� t� {�� W ELLS FANGO RANK NA. _ :+01)0132?01,2o 1:01, 12038241g600It, 77450 Sshkfi�jlfL4.Qf !. �Ai�i q = '9 •�fr 1IyI zs 3�g E��g � 1<� .��; i.•l�T ,f :{ti l Y f � 1i F d 4 � �� gK ' 4• r L 1 j ,n +� ION.> c of Is § Aj1 !sSS 19 f3 fKf 91 g ts� 4 •� lr � : P � R •+) 1 r ' J dn'1 ails':!' :r: �.,2.J. 11 w,.: sx .' ,,y- ..1> •< •, yn:.y ,v1'IFr i. r1-;1 t :a : r'i,'i`'y .,w y:,,y;...,•-t .,,. ):., �.ysr `✓7.fit ��'� Ilt 1,Dei_...A:+d\iir.bY., � 'Q7_J, �' 11i.n,f1�S}y� , z�.�. r.s1,�j �,.:,)•�td't, 7,3.�Y �i., •'S +': Ya r..... R 5�. 1.. 1 Jb,::_i Amount: 39,750.00 Account NumborlAccountNama:90001477451MHCOPER . I ,{_ ly ^ t Chack#:1327042 Routing Number. 241253823 y' SS ( Posting Date: 0 91 0112 01 5 Description: CHECK PAID As of Dale; 091002015 Payee: THOMAS BROOKE CONSTRUCTION , + }, • Issue Dale: 0812512g15 Item Sequence Number.8709500362 s _I )is s. '� �, � � p Add ilionalitem Del ail s:0000013 s09gg00097788528 `'?f+"''�p� h - �'�' � j'�tYd� N•f Y°q�:;'• ' '•j+°� E'j VAN REF#:OD000087695883G2 -�- �ii,7' 394t ort } Wards151 ... - ....:..:.:...: .. .. .. - .. :... App'x 057 9121312015, Contempo Roof Check copy 112.png ............ 111 htips:lidrive,google.ccmlalequitylitestyle.com/folderview?id=091QHnwzZ5TDiW[OrnMEtiejZlaVE&usp=sh3rirg eid&ts=56057471 ill App'x 058 THOMAS BROOKE CONTINUATION SHEET ROOFING - REMODELING THOMAS BROOKE ROOFING • REMODELING Protocl OwneroN Net Deecrrprlono Pretael/ 1404 North Central Avenue y17(tG�„��„�,��, j' Modesto, CA 95351-4813 Pio Address �� i Z/ pro c;y )&4 prc In � / Phone (209) 531-2050 `r'l f '4'q� Ca. Contr. Lic. #457260 This is a continuation of that certain contract briefly described above between Thomas Brooke Roofing • Remodeling, and the project owner named above which is dated i i v x � contractor o%ontreclors agent sign bore App'x 059 x - _ 6b — owner sign hoio 912012015 - Laundry Room Check Copy.png ,-r,n�rd•+�udA�= ._. all hr[n_._ Da11lrr�N PAxelk .l Ir y D' ` ,11[.irrruxl.[n.n •llr rx1' Jrao • x'fp�JL ._d. r. l!_.4 <glrxJN _ ,rod. _ h(tps:lldrive.google.com/atequitylifestyle.cormfoldervie�v7id=0RIQNewzZ5TOiWigmMEtie}ZlaVEBusp=sharing eid&ts=5605747( 1(1 App'x 060 -• ,, 11nme ••Insect •• Page fsYOul •` :; lklertnc4�,'':,Mallingr, Retlew "Vks'vy `�•.Aellgn .laY4t4 c"1--:- _ _%�' _ - �' `Tlatea llew Roman 12'-I(-A;°A; Ty I -`}=-,-•r_- r'=r 2G ¶; AaIIOCtOt AaBbC. AaBGCt ' A',IBI)(. ABBbCLf inObCroi 40 -- .I,r t.e•ei •' +- - •. r --.--•.----'_..-.. .. AaBbCeO[f A )f farrnal l ainttr I, . =aLerd,%1 •%a •• I�•.E_j..-. •- A-1� 1^h I: a. ® ti_i m4O Ho Spud... 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'.)-f %ryf 1. r tel..an, a rsue Dal ,..; •<i�%'•ate), t sr �i/ / � ��?' j � rC".Z..Cl Check!! 1325538 J. rt.r.. e 13` -n •JG•�j%r)f i+fit 1 4 �`,f y Cl Y`ie ;d ;�1i1: 1 tFst�'ti r r! i 4,yjir t -` i a }i �. _ Amount ]2�':i /'rt, b' (w JiY'n ,)r1{• '' Pay Exactly . Feve-(housetid Two Hundred Filly and Coil 00.115 DdlarS ” 4�, •i 1 ._ . .. l,:,P�:•. llI' 1?�-f��t ��di). iJt ' a� i f, roTilE -1'1KkM BROOKE CONSTRUCTION vom.nee .a - wad �• �i � ui,i r,1 ' j 3�� ' 4f � . •L .r 1 - 1 i� OF F�• L'� 1 1, wEussARaooauK IIA. aa�dC j�S..�F V'�-� Y{`ilr 1 ;1l 1 i}� r{ at, � . / -.. .- .• , A : I '.t„`,{#��,�•t ut0001,325538ut f.D41203f1241:g6DD 11 7745u• �Ksi�i.�tSCsi�t ��1$E�nSlel�}drr'��, .�) r4 .€I • Additional Item Details: 0000024+000000017781947 -f•. ..�i:t� .'irY:=.-1' Rel” :;Iv:rli)` a :'Ji :..n-• ;eH .Ar/r i•et% 'i ..rs ;;.,—...i.re. ,:y!ir aged ofY Wosdrt Sd ,. ri:' •"-V •. 'rti/:' -1'.. _. .l_ _.:S. .2�•A1:•°.. - - ff,'•)'1 nrialt/:: §}I'iratc4+_�r4_ i% '.- 1 i Tue, Sep B. 2015 at 5:55 PM, Jennifer Harrell<)enniter_banellLerruilylifeslyle.com> Vitale: HI Sharon - 1 need copies of Iwo mora Invoices for Conlampo Marin, please, Chock P 1325538 $5250 Thomas Brooke Check #13270442 S39,750 Thomas Brooke Thank you:) Jennifer Barrett Sr. Reglanal Manager 2.995 Delaware Ave Santa Cruz. CA 95060 531388 :1209phone 688.267-5336 lax myon Fields ,nlorAccounts Payable Specialist )AICCER Aundnlstralor incur TSE Adminislrator ono# 312-279-1690 eft 312-279-1711 nnifer BaireH Rrninnnl AA:,n�,+r•,_U{Ins:lnrn Rnnirol App'x 061 099074527 in � E') D Ns a a a o Y o jaB F..p in a 1491'r)fD L.4?11M i9• m 31 w,101 � { h53 N al .61121 m sa i{feiil7l IE s i l �•.1, -{Jlll. yS�'• S 1-s5 Ti�'i?i[ Tt1' o •1rl.;q•fy ) .r♦anf! 1�yy6�; e, t ^ •z-tr,it t:r..�n . .. .. l,).1 . ..I,Q. .��. ��,.%s'r�:s%\61•n )id9�idi�';rt riF,-lt'.L!>t_iL�ti35).i5a},en4i�'�.=t1..1:f1Di5!:11:��7.aiW{I:AINI:illrFcTlit!i��f1 r.R.. A.7::: •1.5: iiliil�91'tR'.,•f: Amount: 5,250.00 Account Numbor/Puaunt Name: D600147745IMHCOPER Check1#:1325538 Routing Number. 241253023 Posting Dale: 0812012D15 Des cripltan: CHECK PAID As of Date: 1:12812015 Payee: THOMAS BROOKE CONSTRUCTION Issue Dale: 0012112015 Item Sequence Number. 8383001368 Additional Item Details: 0000024+000000017781947 -f•. ..�i:t� .'irY:=.-1' Rel” :;Iv:rli)` a :'Ji :..n-• ;eH .Ar/r i•et% 'i ..rs ;;.,—...i.re. ,:y!ir aged ofY Wosdrt Sd ,. ri:' •"-V •. 'rti/:' -1'.. _. .l_ _.:S. .2�•A1:•°.. - - ff,'•)'1 nrialt/:: §}I'iratc4+_�r4_ i% '.- 1 i Tue, Sep B. 2015 at 5:55 PM, Jennifer Harrell<)enniter_banellLerruilylifeslyle.com> Vitale: HI Sharon - 1 need copies of Iwo mora Invoices for Conlampo Marin, please, Chock P 1325538 $5250 Thomas Brooke Check #13270442 S39,750 Thomas Brooke Thank you:) Jennifer Barrett Sr. Reglanal Manager 2.995 Delaware Ave Santa Cruz. CA 95060 531388 :1209phone 688.267-5336 lax myon Fields ,nlorAccounts Payable Specialist )AICCER Aundnlstralor incur TSE Adminislrator ono# 312-279-1690 eft 312-279-1711 nnifer BaireH Rrninnnl AA:,n�,+r•,_U{Ins:lnrn Rnnirol App'x 061 11196438111.1.04 1 20 38 241; 9600 14 7 7451" CITY OF SAN RAFAEL Vendor ID 1 Location Reference Number ROOM 204 70000011796 - 001 :1400 FIFTH AVENUE_ ! —` -P.O. BOX 151560 ! Remittance Advice For: SAN RAFAEL CA 94915-1560 1081718 09/0812015 1.200.00 ZERO ZERO 1,200.00 Overnight I App'x 062 "" voo Wen, OH. Dale 0910912015. 56.382 = 2 North Riverside Plaza For 1,1401e3 call: - •, Chiea9o, Il 60606 - 000-209.3557-opllon 1, apllon 2 - .9600147745 .Y ., ...TWO SIGNATURES'REQUIRED FOR . AMOUNTS IN EXCESS OF,325,000.00 S One Thousand Two Hundred Dollars And -00/100 '•; _ ataaaaaaar aaa+aaa+aa,at,wtato+aaataa'+'+++t_wt+tt'r.4't't ita•+; r:r:it�a'tnt•t•�s+i. .. -_. _tit+1.200.00.. a PAY CITY OF SAN RAFAEL VOID AFTER 90_DAYS TO ROOM 204 THE 1400 .. FIFTH AVENUE. P.O. BOX 151560 OF 11196438111.1.04 1 20 38 241; 9600 14 7 7451" CITY OF SAN RAFAEL Vendor ID 1 Location Reference Number ROOM 204 70000011796 - 001 :1400 FIFTH AVENUE_ ! —` -P.O. BOX 151560 ! Remittance Advice For: SAN RAFAEL CA 94915-1560 1081718 09/0812015 1.200.00 ZERO ZERO 1,200.00 Overnight I App'x 062 -y 9 0C �r� o .�; 1 Nafhaniel R. Cooper T: � 1 415 693 2195 ncooperscoofey.com October 30, 2015 Ms. Esther C. Beirne, City Clerk City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Re: Contempo Marin Mobilehome Park MHC's Petition for 2015 Rent Increase Dear Ms. Beirne: VIA EMAIL AND FEDEX I write regarding the Petition for Rent Increase submitted to the City of San Rafael by MHC Financing limited Partnership and MHC Operating Limited Partnership (collectively, "MHC") on or about September 28, 2015 (the "2015 Petition"), As you know, the Contempo Marin Homeowners Association (the "CMHOA") represents the homeowners of the Contempo Marin Mobilehome Park in connection with the 2015 Petition, and this firm represents the interests of CMHOA. By this letter, CMHOA states its opposition to the 2015 Petition and preserves all of its rights and objections thereto. CMHOA is not presently aware of and so is not presently providing any documents or information in opposition to the proposed rent increase. CMHOA intends to develop such material prior to and for presentation during the arbitration. By this letter, CMHOA further restates its opposition to the Petitions for Rent Increase submitted by MHC and/or its predecessor(s) in interest on or about September 27, 2013 (the "2013 Petition") and September 26, 2014 (the "2014 Petition"), and preserves all of its rights and objections thereto. CMHOA is likewise not presently aware of and so not providing any documents or information in opposition to the 2013 and 2014 Petitions, but intends to develop such materials prior to the arbitrations thereon, which CMHOA understands that MHC intends to pursue in consolidation with the arbitration on the 2015 Petition. CHMOA objects to MHC and/or its predecessors' strategic delays of the arbitrations on the 2013 Petition and 2014 Petition, which have prejudiced the CMHOA's ability to prepare for such arbitrations including by passage of time and memory. CMHOA further objects to each of the 2013 Petition, 2014 Petition and 2015 Petition (the "Petitions") to the extent MHC has failed to provide "all information reasonably available" to CMHOA and the City regarding the Petitions. San Rafael Municipal Code § 20.12.010. CMHOA respectfully requests that the City Manager instruct MHC to provide all information regarding the proposed rent increases and expenditures in each of the Petitions, including but not limited to all internal MHC requisition requests or documentation, pursuant to the City 101 CALIFORNIA STUET, 51H =LOOK. SAN fRA�,CISCO. CA 94111-5E00 L 14151 6932600 F- (415) 693-2222 N'W';J_COOL'=Y.CCM App'x 063 Ms. Esther C. Beirne, City Clerk City of San Rafael October 30, 2015 Page Two Manager's statutory authority to "prescribe" the materials to be provided in connection with the filing of the Petitions. Id. Finally, CMHOA notes its continued frustration over the MHC's failure to follow through on its stated intent to establish a process to resolve capital pass-through issues without the need for arbitration, consistent with the City Council's express statements at the September 6, 2011 City Council hearing. See City Council Resolution 13236. In the past four years, MHC has failed to take any substantial steps towards establishing a process for engaging the homeowners and obtaining their input prior to undertaking the projects and incurring the costs that are now subject to the Petitions. MHC's failure to pay anything more than lip service to City Council's directives speaks volumes about whether the items in the Petitions meet the standards under the San Rafael Municipal Code § 20.12.110 and Resolution 13236. They clearly do not, as MHC has previously acknowledged and as CMHOA intends to demonstrate at arbitration. Thank you in advance for your time and attention to this matter. Best regprds, �1 Nathani R. Cooper cc: Robert Epstein, City Attorney Lisa Goldfein, Asst. City Attorney Jennifer Barrett Neil J. Moran Kenneth A. Kroot Gordon C. Atkinson Contempo Marin Homeowners Association 101 CALIFORNIA S`PLET, 512-1 FLOOR, SAN FRAI:CISCO. CA 92111.5800 T: (415) 693-2000 r: (415 693.2222 WW W,COOLLY.CO)v1 App'x 064 LLS DR Equity LifeStyle Properties, Inc. Capitalization Policy & Procedure January 2014 AWA ExH18rr�� . u wrr: 1 DATE; APR �JodyGlbne Y CSR 0123pp ,.ilii Introduction Equity Lifestyle Properties, Inc. (FI,S) and its affiliates, all of which are relerred to herein as the "Company," have created this Capitalization Policy and Procedure ("Policy'), which sets forth guidelines regarding capital expenditures. This Policy contains important information and you should familiarize yourself with its contents as soon as passible as each employee is responsible for complying with the Policy. This Policy supersedes all previous capitalization policies and applies to all employees of the Company; however, the Company reserves the right to change this Policy at any time without prior notice to the employees. These guidelines are to be strictly adhered to at all times, and any violations may result in disciplinary action, up to and including termination of employment. Capital Expenditures Capitalized expenses by their nature usually have a useful life beyond one year, increase the value of or extend the life of an item and have a significant cost associated with them. "there are many types of expenditures that have a significant cost but may not have a useful life past one year or increase the value or extend the life of an item. Capital expenditures that meet the Company's capitalization guidelines are to be entered into the BackOffice CapX Module ("CapX system"). CapX is the system which is used to plan, manage, track, and approve all capital expenditures. Capitalization Guidelines The CapX system is to be used only for capital expenditures excluding home site develolmmeut, which will continue to be paid through Catalyst or MasterCard; acquisitions, tenant improvements and spend contra, which are for corporate use only. All proposed capital expenditure projects must meet the following guidelines: • The total cost of the project is $1,000 or more. o Individual invoices which contribute to the project may be less than $1,000 as long as the overall project cost is at least $1,000. • The project has a useful life beyond l year. • The project increases the value of or extends the life of an item. • The project scope fits into one of the Capital Assets Accounts, which are listed and defined on pages 4-9. Because they represent a significant portion of the variable costs in property operations, the Company will continually review all capital expenditure projects. CapX System Procedure I. Proposed capital expenditure projects that meet the capitalization guidelines need to use the CapX system to request approval. CapX is preloaded with all approved capital expenditure related projects and expenses. Unbudgeted capital expenditure projects and expenses must be initiated in CapX for approval. Equity LifeSlyle Properlie.v, hie.Page 2 2. A capital expenditure project request needs to be completed for the entire project. When entering a project into the CapX system, as much detail as possible should be provided including, but not limited to project reason descriptions, invoice descriptions, comment boxes, and backup documentation such as bids, insurance certificates, and photos. Projects can include more than one item; for example, redecorating the clubhouse may include carpet and fiu•niture. 3. Projects cannot be started until they have been approved in the CapX system. Tile only exception to this rule is in an emergency situation. to the case of an emergency, the property is to immediately contact their Regional Manager (RM), Vice President (VP), and Regional Vice President (RVP). • For example: if air conditioning breaks in the clubhouse the morning of a large resident event, the property should immediately contact their RM, VP, and RVP. An email approval from a VP/RVP is needed before proceeding with the expense. The expense must be entered into CapX within 2 business clays of the emergency. 4. Each approved project will automatically be assigned a unique eight (S) digit number. 5. All projects must include some documentation from a proposed vendor, including but not limited to photos, bids, professional licenses, and state and/or local permits. Whenever possible, secure at least three competing bids for a specific project. it is important that the competing bids are for identical scopes of work. 6. The full user guide can be found directly in the CapX system. Payment Guidelines for Capital Expenditures The only allowable method of payment for capital expenditure project invoices is to submit a Vendor Payment Form through CapX to the Accounts Payable Department. In order to maintain the workflow approval process in the CapX system, the MasterCard program cannot be used for CapX projects. The Company has established policies and procedures, regarding the approval of vendors and contracts, and adherence must be maintained, prior to submitting an invoice. When the last invoice is paid, a project is complete. Re -Class Capital Expenditure Project in CapX There may be instances where invoices need to be re -classed to or from the capital accounts. All re -class items need to be completed and reconciled on a monthly basis so the general Icdger and the CapX system remain in balance, and all capital expenditures are shown in the CapX system. Re -class requests can either be initiated by the Accounting Department or Operations Department; however, the Accounting Department is responsible for the final decision regarding re -classing an invoice. • if the re -class is initiated by the Accounting Department, (lie staff accountant will do the re -class in the general ledger and then notify the appropriate regional operations analyst ("analyst"). The analyst will then enter the re -class into CapX and notify the RM and the Community Manager. • If the re -class is initiated by the Operations Department, the re -class request should be sent to the analyst. The analyst will confirm with Accounting that the re -class is correct, and the accountant and the analyst will do the re -class in the general Icdger and CapX. Uglily LifeSiyle Properties, Inc. Page 3 �.3 CAPEX Spend Account Numbers and Description 779001 Buildings - Clubhouse 779002 Buildings - Manager Horne 779003 Buildings - Offices 779004 Buildings - Other Buildings 779005 Buildings - Mechanical 779101 Furniture - Pool 779102 Furniture - Office 779103 Furniture - Clubhouse 779104 Furniture - Misc 779201 Pool Improvements 779202 Pool - Regulatory Restoration 779301 Streets, Sidewalks / Curbs 779401 Development - Expansion, Hard Costs 779402 Development - Entitlements & Legal Costs 779501 ' Infrastructure Improvements - Electrical 779502 Infrastructure Improvements - Water / Wastewater Lines 779503 htfi-astructure Improvements - Phone, Gas and Cable Lines 779601 Environmental & W WTP - W WTP/WTP Facilities 779602 Environmental & W WTP - Water / Sewer 779701 Computer/ IT Equipment 779801 Equipment 779802 Vehicles 779901 Common Area Improvements - Courts and Fields 779902 Common Area Improvements - Signs 779903 Common Area lmprovements - Fencing & Retaining Walls 779904 Common Area improvements - Lighting 779905 Common Area Improvements - Misc 779906 Common Area Improvements - Landscaping 779955 Site Amenities 776010 Acquisitions - Not for use in CapX 779XXX I Tenant Improvements - Not for use in CapX 777XXX Hurricane (accounts assigned as required) 777010 Hurricane - 2004 Hurricanes 777020 Hurricane - Wilma 774XXX Home Site Development -- Not foo- use in CapX � 770040 Spend Contra (accounting use only) - Not for use in CapX Ecgcrily LffeSlyle Pwj3ej-1ies, Inc. Page 4 Capita] Asset Account Titles and Descriptions Buildings Includes upgrades and improvements • Buildings - clubhouse (779001) This account would be used for capital expenditures related to the upgrade, renovation, or construction of a community clubhouse, recreation center, community facility, or activity center. • Buildings - manager home (779002) ']'his account would be used for capital expenditures related to the purchase, rehab, or construction of a dwelling used as a manager home for either the manager of the community or the manager of another community living at a property. Nole: 11' no longer required as a manager home, the unit can be reclassified to "Held for sale / rent. " • Buildings - oftices (779003) This account would be used for capital expenditures related to the upgrade, renovation, or construction of a community administrative office, sales office, office, or general office. Refer to Tenant Improvement section for corporale /regional offices. • Buildings - other buildings (779004) This account would be used for capital expenditures related to the upgrade, renovation, or construction of a maintenance office or public safety building (e.g., guard shack, firell0use). This would also include any retail stores or shops owned by the Company. • Buildings - mechanical (779005) This account would be used for capital expenditures related to HVAC or other mechanical item replacement inside of a building. Examples - parts used to fix a motor or pump would generally be expensed, overhaul repairs of a motor or pump would generally be capitalized, new circuit breaker box for a building would generally be capitalized. Routine items such as pressure cleaning, painting or decorating a building are expensed Costs associated with projects such as plumbing or electrical upgrades, structural renovation, signage, and major roof repairs (extend life of roof 10 years or more), which arc within the above scope limitation, are generally capitalized. Items such as paint, decorating, and carpet associated with a major renovation will be capitalized. Furniture in these accounts, all furniture, appliances, and elcoronics are capital expenditures. In order to be a capital expenditure, the total cost of a project must exceed $1.000 or greater. For example, as part of a pool renovation project, the property purchases twelve chairs and three outdoor tables to put by the pool for a total cost of $1,200; this expense would be a capital expenditure. However, if two pool lounge chairs are purchased for $250, and it is not part of a larger project for pool renovations; it is not a capital expenditure. • Furniture - pool (779101) This account would include capital expenditures for purchase or upgrade to furniture located near or around our swimming pools, water parks, or spas. 'Phis lin•niture would include, but not be limited to, umbrellas, funbrellas, tables, chairs, lounges/chaises, and footstools. Eruil y Li_ c.St )le 1 ro�crli s, Ine. Page 5 • Furniture - office (779102) This account would include capital expenditures for purchase or upgrade to furniture located in the Co1111111n1rty administrative office, sales office, maintenance office, or general office. • Furniture - clubhouse (779103) This account would include capital expenditures for purchase or upgrade to furniture, appliances and electronics located in a community clubhouse, recreation center, community facility, or activity center. • Furniture - mist. (779104) This account would include capital expenditures for purchase or upgrade to furniture located in a location not otherwise listed in these descriptions. Pool Improvements • Pool Improvements - (779201) ' This account would include capital expenditures for purchase and/or improvements to the swimming pools, spas, and water park facilities. These expenses include, but are not be limited to, upgrades, improvements, expansions of the pool area, including landscape, and installation where a pool does not exist. • Pool Improvements - pool regulatory restoration (779202) This account would include capital expenditures for any swimming pools, spas, or water park facilities restoration work that is required for compliance with regulatory requirements. Streets, Driveways, Sidewallcs/Curbs • Streets, Driveways, SidewalkslCurbs - (779301) This account would include capital expenditures associated with the improvement. installation, or reconditioning (thal signifieanll)i exlends the life) of streets, driveways, sidewalks, curbs, parking lots, boat ramps, paved or concrete walking paths, and cart paths. This account should not include expenses From the foundations or site improvements of individual lots or the costs associated with sports courts or fields. Patching and repairing are considered repair and maintenance costs. Development REDACTED Tquily LfeStyle Propel -lies, Inc. Page 6 r , lY Infrastructure Improvements • Infrastructure Improvements - electrical (779501) This account would include capital expenditures associated with the purchase, upgrade, installation, or reconditioning of electrical service components from the entrance to the pedestal or wall -mounted electric service with meter or to the junction box if a pedestal or wall -mounted electric service with meter is not available to connect to. These expenses would include transformers, electric pedestals, laterals to the pedestals, primary and secondary electric lines and conduit, junction boxes and trenching, and backfill costs associated with the service and installation of these items. This account should not include expenses from the pedestal to resident unit or the repair/maintenance of lines. • Infrastructure Improvements - water/wastewater lines (779502) This account would include capital expenditures associated with the installation, improvement, or reconditioning of water and wastewater lines within the community(s), These expenses include, but are not limited to, valves, main lines, lateral lines, associated piping, curb stops, corp stops, and the trench and backfill costs associated with the service and installation of these items. All water break repairs should be expensed unless the cost is greater than $2,000 to break ground and replace a portion of the infl•astructurc. • Infrastructure Improvements - phone, gas and cable lines (779503) This account would include capital expenditures associated with the purchase, upgrade, installation, or reconditioning of phone, cable, and gas services up to the resident unit. This would include, but not be limited to, phone, cable, and gas installation and repair, as well as the trench and backfill costs associated with the service and installation of these items. Environmental & WWTP (Water/WastewaterlSewer) • Environmental & WWTP (Water/Wastewater/Sewer) - WWTP/WTP facilities (779601) This account would include capital expenditures associated with the permitting, regulatory compliance, purchase, renovation, installation, service or reconditioning of the WWTP and WTP facilities and associated infrastructure. Annual fees are expensed to permits and fees. • EnvironmentaI & WWTP (Water/Wastewater/Sewer) - water/sewer (779602) This account Nwould include capital expenditures associated with the purchase, renovation, installation or reconditioning of lift stations, septic tanks, drainfields, wells, pumps, and associated infrastructure. This aeeolnit Will include costs incurred with the installation of new or used sewage treatment equipment and water -delivery equipment. The cost of hauling sludge should be expensed whether due to normal operations or to maintenance or rehab of a WWTP. Egttily LifM. vle Properties, Inc. Pace 7 ,�-2,% Computer/IT Equipment Comptiter/1T Equipment - (779701) This account would include capital expenditures associated with the improvement. installation. or reconditioning of computers, IT equipment, technology, wiring, and other expenses involved with work done by the IT Department. Equipment/Vehicles • Equipment - (779801) ']'his account would include capital expenditures associated with the improvement, installation, purchase, or reconditioning of equipment relating to the property or property amenities (including playground equipment). • Vehicles - (779802) This would also include, but not limited to, the Purchase of company cars, trucks. heavy equipment, golf and maintenance carts, and mowing equipment for use at the comnmlity. Common Area Improvements • Misc. Common Area Improvements - courts and fields (779901) This account would include capital expenditures associated with the improvement, installation, or reconditioning (that significantly extends the life) of courts and fields where paved areas exist, inclusive of, but not limited to, tennis, bocce ball, basketball, and pickle ball courts. This account should not include expenses from the foundations or site improvements of individual lots or the costs associated with streets, driveways, or other paths, drives, or walks. Excludes nornial repair and maintenance. • Misc. Common Area Improvements - signs (779902) This account would include capital expenditures associated with the purchase, upgrade, installation, or reconditioning of street signs, entrance signs, common area signs, directional signs, and all other signs, both interior and exterior, when not combined as part of another project (e.g. signs inside a clubhouse when the clubhouse is being renovated). This does not include banners or "For Sale" signs. • Misc. Common Area Improvements - fencing and retaining walls (779903) This account would include capital expenditures associated with the purchase, upgrade, installation, or reconditioning of fencing. This includes privacy, decorative, pool, vinyl, chain link, wooden, barbed wire, block walls and the gates associated with fencing, when not combined with a larger project. Excludes normal repair and maintenance. • Misc. Common Area Improvements - lighting (779904) This account would include capital expenditures associated with the purchase, upgrade, installation, or reconditioning of lighting and associated fixtures when not combined with a larger project. • Misc. Common Area Improvements - misc (779905) This account would include capital expenditures associated with miscellaneous costs and purchases when not combined with a larger project. THIS ACCOUNT SHOULD BE USED VERY MINIMALLY. Eguitl- LifeStyle Properties, Inc. �pK' Page 8 Misc. Common Area Improvements - landscaping (779906) Landscaping projects, which are estimated to last a significant length of time, would generally be capitalized. Annual maintenance oj'the projecl such as changing color schemes, replacement of exph-ed /Vents, changes in types of plants, mulching, etc., shoulcl be expensecl. Site Amenities Site Amenities - (779955 This account will include those capital expenditure items that were purchased with the intention of being used at sites such as picnic tables, fire rings, etc. In order to be a capital expenditure, the total cost of a project must exceed $1,000 or greater. When charging a capital expenditure to the site amenities account, please note the distinction between making purchases on an individual basis or in aggregate. For example, if two picnic tables are purchased for $675, and it is not an invoice for a larger project; it is an individual purchase, not a capital expenditure. Acquisitions REDACTED "Tenant Improvements REDACTED Equity Li/eSYvle Pl'opel'11es, Inc. Page 9 699 Manufactured and Park Model Homes REDACTED Eyrri!Y Lifi�SlyJe Properties, Inc. V�� 1'acc 10 I gairy Life�Slyle Properties. Inc. Page 1 1 a�c� Equily Lif YS yle Properlies. Inc. Page 12 Depreciable Life Below is the estimated useful life of each category of asset. Timing All assets should be placed in service in the FAS system effective the first of the following month that the assets are entered in the general ledger. Monthly reconciliations will ensure that both prior month and to - date CapX spending is capitalized properly. Eguily Life.Slyle Piwl)ei-les, Inc. Page 13 pC.�.3 CAPEX Tax Life Spend Acct ## GAAP Life Years Acct t# Years Acquisition — L,and Improvements/ 776010 160010 30 15 Structures 160590 30 15 Buildings 779001, 03 & 04 161090 30 40 Building—Mechanical 779005 161095 10 40 Building - Manager I lome 779002 164010 30 with no residual value 40 Furniture 7791 XX 162010 5 10 Pool trnprovements 7792XX 160590 30 15 Streets, Sidewalks / Curbs 7793XX 160590 30 15 Development - of the community 7794XX 160590 30 15 Infrashvcture 7795XX 160590 30 15 Environmental & W WTP — Plant 779601 161090 30 40 Environmental & W WTP — water & 779602 160590 30 15 sewer Computer / IT Equipment 7797XX 162020 5 5 165010 5 5 160510 5 5 Equipment / pumps, motors @ property 779801 162010 5 10 Vehicles 779802 163010 5 5 Common Area Improvements 77990X 160590 30 15 Site Amenities 779955 1162010 5 10 Tenant Improvements 779XXX 161095 Over life of lease 40 New Manufactured Home 150XXX 164510 25 with no residual value 27.5 10 minimum, up to 25 based Used Manufactured Home 150XXX 164520 27.5 on model year New, Park Model 150XXX 164530 20 with 40% residual value 27.5 15 minimum, up to 29 based Used Park Model 150XXX 164540 27.5 on model year Getaways, Yurts and other PA rentals 778510 164610 20 with no residual value 40 The object with the above depreciation life is to match the asset with its estimated useful life. Therefore, the above table is a guideline and the shorter of the GAAP life or estimated useful life should be used when determining the depreciable life. Timing All assets should be placed in service in the FAS system effective the first of the following month that the assets are entered in the general ledger. Monthly reconciliations will ensure that both prior month and to - date CapX spending is capitalized properly. Eguily Life.Slyle Piwl)ei-les, Inc. Page 13 pC.�.3 Depreciation Expense Reporting REDACTED Corporate related asset depreciation is recorded in Depreciation on Corporate Assets. All other assets including property related depreciation is recorded in Depreciation on Real Estate and Other Costs. Accounting & Cash Management Review The Accounting Department will compare the description on the CapX invoice to the CapX spend account that the invoice was coded to, to ensure that the coding/description was applied consistently. If required, they will re -class the invoice. The Cash Management Department will review any invoice $25,000 or greater, excluding home rentals, to verify coding and depreciable life. lda�iry LifeSl>>le Propc�rlie.r, Inc. Page 1 cl � EXHIBIT 3 EXHIBIT 2 WIT: r / DATE; Jody GIbne , RPR, bSR 02308 CIONTEMPO TWARIN HOMEONVNERS ASSOCIATION 415-300-0270 143 Bryce Canyon Road, San Rafael, CA 94903 January 13, 2016 Jennifer Barrett Equity Lifestyle Properties 2395 Delaware Avenue Santa Cruz, CA 95060 Dear Jennifer: www.contempomarin.org I'm writing in an attempt to further the discussion between ELS and the homeowners regarding the process for review and implementation of capital projects at the Contempo Marin Community. Each year since 2005, ELS has petitioned the City to pass certain capital expenses through to the homeowners, and each year the homeowners have contested at least some of those items, at which point the lawyers take over and we go to arbitration — and, in some years to the City Council — to determine which costs are properly borne by the homeowners. As you and Keith and I have discussed, the homeowners view the current process as inefficient and wasteful and prone to poor outcomes for all involved. The San Rafael City Council agrees. In a 2011 hearing, the City Council expressed frustration with the recurring arbitrations and implored ELS to start communicating with the homeowners about capital projects before the homeowners' money is spent. I have attached a transcript of that hearing. Councilmember Levine went on the record saying that "it would be in ELS's best interest to engage in consultation with the homeowners before engaging in significant investment ... because I'm not going to appreciate having to hear this again in the future." (Transcript at 63). Councilmember Brockbank made a similar statement: "When I hear the words 'for the benefit of the residents' that means to me that the residents have input..." (Transcript at 92). Chairperson Boro and Councilmember Heller made similar pleas. 3.,)- (Transcript at 65-66). The City Council's comments were well taken by the homeowners, yet ELS — through its attorney Mr. Moran and through prior management — has resisted the homeowners' attempts to establish such a process. And now we are on the cusp of another unnecessary arbitration. The homeowners had high hopes when you—assumed responsibility for Contempo, and we remain optimistic that things can be different under your watch. I have heard positive feedback regarding the December 15th meeting you organized with residents, and this makes me confident that we can find common ground. Now is the right time to make progress on this issue. The upside is obvious: we can avoid the angst and ill will of arbitration, conserve our respective time and resources as well as those of the City, and establish your role as a community leader and a trusted partner of the homeowners. And, most importantly, there is no downside. We are not asking ELS to give the homeowners a veto right over proposed capital spending. We simply want a voice in the process and a chance to be heard before our money is spent. In a previous conversation you offered to draft a proposal for a framework that would give the homeowners notice and a chance to comment before ELS commits to capital expenditures. We are eager to see what you come up with. If, however, you would rather that we draft a proposal, we are ready to do so. Please let us know your preference. We are available to meet to discuss the issue at a time and place convenient for you. Thank you for your attention to this matter. Best regards, Dick Heine President, CMHOA 3.3 RRSOLUTION NO. 12014 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL GRANTING IN PART AND DENYING IN PART TIME APPEAL OF MHC OPERATING LIMITED PARTNERSIUP AND EQUITY LIFESTYLE PROPERTIES, INC. FROM THE ARBITRATION AWARD ON APPELLANTS' PETITION FOR INCREASE OF RENTS AT CONTEMPO MARIN MOBILEHOME PARK, AND MODIFYING THE AWARD OF THE ARBITRATOR WHEREAS, Appellants MHC Operating Limited Partnership and Equity LifeStyle Properties, Inc. ("Appellants") are the owners and operators of the Contempo Marin Mobilehome Park ("Park") in San Rafael; and WHEREAS, San Rafael Municipal Code Title 20, known as the Mobilehome Rent Stabilization Ordinance, regulates the rents charged to tenants at the Park; and WHEREAS, on October 7, 2005, Appellants filed a petition pursuant to San Rafael Municipal Code section 20.12,050, requesting approval of a one-time rent increase of $629.24 per space at the Park, which they alleged was a pass-through to the Park tenants of $249,177.74 in capital expenditures made by Appellants for the Park's privately -owned sewer system, community clubhouse, and children's playground; and WHEREAS, pursuant to the Mobilehome Rent Stabilization Ordinance, an arbitration hearing was conducted on March 13, 2006 before a City -appointed arbitrator, at which representatives for Appellants and the Park tenants appeared to present evidence and arguments concerning the requested rent increase; and WHEREAS, following the arbitration hearing, the arbitrator awarded Appellants a rent increase of $116,902.95, equal to an increase of $295.2I per space, and ordered the increase to be assessed at the rate of $24.60 per space over 12 months; and WHEREAS, the arbitrator's award was based on the following findings: (a) All work done by Appellants to the children's playground, in the total sum of $6,208.63, qualifies as Capital Replacements within the meaning of the Mobilehome Rent Stabilization Ordinance, and should be passed through to the Park tenants. (b) All work done by Appellants to the community clubhouse, in the total sum of $23,597.88, qualifies as Capital Replacements within the meaning of the Mobilehome Rent Stabilization Ordinance, and should be passed through to the Park tenants. (c) Work in the total sum of $45,178,33 performed on the Park's sewer system prior to the hiring of SI Utility Group to perform a comprehensive upgrade of the system, O`K was work in the nature of ordinary maintenance and repair to the system, and should not be passed through to the Park tenants. (d) Work in the total sum of $174,192.90 performed on the Park's sewer system after the hiring of SI Utility Group is properly classified as Capital Replacement work within the meaning of the Mobilehome Rent Stabilization Ordinance. (e) Applying the standards of reasonableness applicable to rent increases under the Mobilehome Rent Stabilization Ordinance, Appellants should only be permitted to pass through to the Park tenants one-half (1/2) of the $174,192,90 in Capital Replacements to the sewer system, or $87,096.46, on the basis that the Las Gallinas Valley Sanitary District contends in a pending lawsuit against Appellants that the sewer system as it is functioning is a public nuisance, which if true would constitute a violation of San Rafael's Planning Code and Housing Code. WHEREAS, Appellants filed a timely appeal from the arbitrator's award on April 25, 2006; and WHEREAS, the City Council conducted a hearing on Appellants' appeal on July 17, 2006; and WHEREAS, the City Council has reviewed the record of proceedings before the arbitrator, and has received and considered written and oral arguments from the parties to the appeal; and WHEREAS, the City Council makes the following findings based upon the evidence set forth in the record of proceedings herein: A. The arbitrator abused his discretion in finding that expenditures totaling $45,178.33, for work performed on the Park's sewer system prior to the hiring of SI Utility Group, were for ordinary maintenance and repair work, as that finding is not supported by substantial evidence in the record. Specifically: 1. The record shows that the payment of $22,171.40 made on April 13, 2004 to Linscott Engineering was for work described on the receipt as "sewer force main repair." Park Manager Bill Reames testified that this expenditure arose from a break in the sewer force main at the Park which had resulted in the deposit of raw sewage on the ground. The work included construction of a temporary line to bypass the broken main, and engineering and construction of a repair to the sewer main. The Council finds that because of the amount of this invoice, and because this work was essential to maintaining an operating sewer system, and therefore benefited the Park and its tenants, it meets the definition of "Capital Replacement" work in the Mobilehome Rent Stabilization Ordinance. The record shows it was treated as such by Appellants, and there is no evidence in the record to support the arbitrator's finding that this work was for ordinary maintenance and repair. 2. The record shows that the payment of $9,444.52 made on May 6, 2004 to Forster Pump & Engineering was. for work described as "repairs to lift stations," and the ��z testimony of Bill Reames indicated that the work was for a pump breakdown, and included parts for a pump. The Council finds that because of the amount of this invoice, and because this work was essential to maintaining an operating sewer system, and therefore benefited the Park and its tenants, it meets the definition of "Capital Replacement" work in the Mobilehome Rent Stabilization Ordinance. The record shows that it was treated as such by Appellants, and there is no evidence in the record to support the arbitrator's finding that this work was for ordinary maintenance and repair. 3. The record does contain substantial evidence to support the arbitrator's conclusion that the remaining $13,562.41 expended for the sewer system was for work that should be considered as ordinary maintenance and repair. The invoices for this work, and the testimony of Bill Reames concerning the nature of the work performed, indicate that this work, which included replacing belts, cleaning pump stations, checking valves, and clearing obstructions in pumps and sewer lines, was of a type that would be a regular part of operating the sewer system. B. The arbitrator abused his discretion in finding that Appellants are maintaining a sewer system that is a public nuisance, that the public nuisance is a violation of San Rafael City codes, and that such public nuisance justifies disallowing a pass-through of one-half (1/2) of Appellants' capital expenditures on the sewer system, as those findings are not supported by substantial evidence in the record. Specifically; 1. The arbitrator concluded that evidence of the pending lawsuit between Appellants and the District supported a finding that it is uncertain that the capital expenditures for the sewer system had corrected the violation asserted by the District or benefited the Park tenants. The Appellants argue that this evidence was improperly admitted by the arbitrator after the arbitration hearing, However, the City Council finds that evidence concerning a pending lawsuit, whether or not properly admitted, cannot be deemed to be substantial evidence, since the allegations of the lawsuit, which are contested by Appellants, have not yet been adjudicated. There is no other evidence in the record indicating that the sewer system is creating a nuisance, or that the sewer system is otherwise in violation of any San Rafael City codes. The testimony of Mr. Voss indicates that his company SI Utility Group was hired to inspect and analyze the Park's sewer system and to design and implement changes to the sewer system that would respond to a compliance order issued by the District; that SI Utility Group did prepare a proposal; that the proposal was approved by the District; that the proposed work was completed; and that an additional remedy approved by the District, the installation of chlorine pumps, was also performed. The evidence in the record as a whole contains no substantial evidence that the repairs and replacements to the system have not been successful and beneficial to the Park. 2. There is no basis in the record for the arbitrator's finding that the pass- through of capital expenditures on the sewer system should be reduced by one-half (1/2). The Mobilehome Rent Stabilization Ordinance allows a park owner to pass through to park tenants the cost of expenditures which qualify as Capital Improvements or Capital Replacements. The arbitrator's finding that Appellants had made expenditures totaling $174,192.90 for Capital Replacements in the Park, but that the permitted pass-through should be reduced by one-half (1/2) to $87,096.46, was based solely on his finding that the sewer system is a public nuisance. Since there was no evidence in the record to support this finding, the Council finds that the pass - 3 through of all of Appellants' expenditures for Capital Improvements or Capital Replacements should have been allowed in full, and that the arbitrator abused his discretion in reducing the pass-through by one-half (1/2). C. The arbitrator's decision to deny Appellants' request to pass through the rent increase as a one-time increase, and to require the increase to be spread over 12 months at the rate of $24.60 per month per space, was within the reasonable discretion of the arbitrator. Citing evidence in the record that the current monthly rent in the Park is $650 per space, the arbitrator found that the one-time rent increase requested by Appellants would cause an unreasonable hardship on at least some of the Park tenants. Appellants' CFO Michael Berman testified that Appellants had not incurred specific costs to finance these Park improvements, and Appellants did not request or present evidence of any costs of capital incurred. The City Council finds that the arbitrator's decision was supported by substantial evidence in the record as a whole, including the Mobilehome Rent Stabilization Ordinance itself, which provides that the primary purpose of the Ordinance is to protect mobilehome park tenants from arbitrary, capricious or unreasonable rent increases while insuring that the park owner obtains a fair and reasonable return on its investment; and WHEREAS, pursuant to San Rafael Municipal Code section 20.12.100, if the final arbitration award is eighty percent (80%) or more of the increase requested by Appellants, not previously granted by the arbitrator, then, in addition to any rent increase allowed, Appellants shall be permitted to pass the costs of the arbitration, in the amount of $7,501.00, through to Park tenants spread over a one (1) year period. NOW THEREFORE, IT IS HEREBY RESOLVED by the Council of the City of San Rafael that Appellant's appeal of the amount of the rent increase to be allowed is granted in part and denied in part, and the arbitrator's award is modified as follows: 1. Appellants are hereby authorized to pass through to the Park tenants 100% of the costs of all expenditures found to be Capital Improvements or Capital Replacements, in a modified total amount of $235,615.33, detailed as follows: Amount awarded by arbitrator for playground: Amount awarded by arbitrator for clubhouse: Award for sewer, as adjusted to include expenditures of $22,171.40 to Linscott Engineering and $9,444.52 to Forster Pump & Engineering: $205,808.82 Total: $235,615.33 $ 6,208.63 $ 23,597.88 2. Appellants are not authorized to pass through to the Park tenants the cost of work attributable to ordinary maintenance and repair to the sewer system, in a modified total amount of $13,562.41, detailed as follows: ■ Amount excluded by arbitrator: $ 45,178.33 ➢ Less: Capital expenditures to Linscott Engineering -$ 22,171.40 ➢ Less: Capital expenditures to Forster Pump & Eng. -$ 9,444.52 Total: $ 13,562.41 BE IT FURTHER RESOLVED that the Appellants' appeal of the arbitrator's finding that increased rent should be paid over 12 months at the rate of $24.60 per space rather than as a lump sum is hereby denied, and consistent with that finding, the arbitrator's award is hereby modified to require the adjusted rent increase to be assessed over 24 months at the rate of $24,79 per month per space. BE IT FURTHER RESOLVED that because the adjusted arbitration award is in excess of 80% of the rent increase requested, Appellants shall also be permitted to pass through the costs of the arbitration herein, in the sum of $7,501.00, to the Park tenants over a 12 -month period, at the rate of $1.58 per month per space. BE IT FURTHER RESOLVED that, pursuant to section 20.08.010 of the Mobilehome Rent Stabilization Ordinance, this increase shall not be included in the base rent or in the calculation of annual CPI rent adjustments. BE IT FURTHER RESOLVED that this decision is final upon the Council's adoption of this Resolution and that the time within which to seek judicial review of this decision is governed by the provisions of California Code of Civil Procedure section 1094.6. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City on August 7, 2006 by the following vote, to wit: AYES: COUNCILMEMBERS: Heller, Miller, Phillips and Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Cohen JE M. LEONC , Citi Clerk EXHIBIT 1 EXH1BIT 5 WIT: 1 DATE: Jody Gibney, RPR, CSR 4 2308 Year of 'Total Requested Arbitrator Awarded Arbitrator Awarded Petition Rent Increase Rent Increase Increase per Space 2006 $90,047.33 $68,965.12 $174.15 = $14.51 x 12 mos. 2007 $35,000.00 $37,170.00 (inc. interest) $ 93.86 = $ 7.82 x 12 mos. 2008 $89,440.65 $55,684.81 (inc. interest) $140.61 = $11.72 x 12 mos. 2009 $89,314.82 $81,120.84 (inc. interest) $204.85 = $17.07 x 12 mos. 2010 $30,791.58 $26,669.14 (inc, interest) $ 67.35 = $ 5.61 x 12 mos. WHEREAS, both ELS and the Contempo Marin Homeowners' Association ("CMHOA"), representing the Park tenants, appealed the April 4, 2007, the October 15, 2010 and the May 14, 2011 arbitration decisions to the City Council; and WHEREAS, on September 6, 2011, the City Council held a hearing on the combined appeals of ELS and the CMHOA concerning the 2006-2010 rent increase petitions; and WHEREAS, prior to the City Council's hearing, the attoi,neys for ELS advised the City that ELS would not be pursuing the issues raised in ELS's appeals, and those appeals are therefore moot; and WHEREAS, during argument at the September 6, 2011 hearing, the attorney for the CMHOA represented to the Council that the CMHOA was withdrawing its challenge to the arbitrator's award of $13,295' requested in the 2006 petition as a pass-through of costs for sidewalk work that the arbitrator determined qualified as a capital replacement; and WHEREAS, the Council has considered the record of proceedings before the respective arbitrators, and has received and considered written and oral arguments presented by the attorneys for ELS and the CMHOA; and WHEREAS, the City Council makes the following findings as to the remaining factual issues on appeal, based upon the evidence set forth in the record of proceedings herein: 1. The arbitrator erred in determining on the 2009 petition that the expenditure of $24,721.80 by ELS for sewer system improvements and/or repairs performed by Pump Repair Service Co. should be treated as a "capital replacement" expenditure merely -on the basis of the amount of the expenditure, since the finding was not supported by the arbitrator's analysis of the evidence presented at the arbitration. Specifically: A. The Council finds that the arbitrator, describing this work as "repair of sewer pump, replacement of a defective flanged flap valve," determined that this work appeared to constitute "maintenance and operation costs" under the Ordinance; (Sec, 9/6/11 City Council Agenda Report, Attachment 3, Statement of Decision dated October 15, 2010, at p. 13.) but that 0) 3. The arbitrator did not err in determining on the 2008 petition that the expenditure of $4,800 by ELS for the installation of new check valves for sewer system pumps located at the tennis court and at spaces 15 and 97, and $1,456.71 for the installation of new sewer lift station controls for the pumps at spaces 15 and 97 were "capital replacement" expenditures, as there was substantial evidence in the record to support that finding. Specifically: A. The record shows that the arbitrator considered these expenditures, along with the upgrading of four lift station autodialers, to have been made as part of a single larger project to upgrade or install new components of the Park's sewer pump stations. (See,9/6/11 City Council Agenda Report, Attachment 3, Statement of Decision dated October 15, 2010, at p. 12: lines 6-14.): B. The Council finds that there is substantial evidence in the record that all of the specified replacements were components essential'to the operation of the Park's three sewer pump and lift stations (plus an additional autodialer for the Park lagoon), which themselves are integral parts of the Park's sewer system. (See, CMHOA Brief on Appeal, Exhibits E, F, G; ELS Opening Brief on Appeal, Exhibit B, Reporter's Transcript of June 24, 2010 hearing, at pp. 38- 49.), and that this evidence supports the arbitrator's finding that these expenditures were part of one project. Therefore, the Council finds that the arbitrator did not err in concluding that these expenditures qualified as a "capital replacement." 4. The arbitrator did not err in determining on the 2009 petition that the expenditure of $4,295 by ELS to Herb's Pool Service for removal and replacement of the pool heater's leaking heater exchanger and installation of new hot surface igniter and related parts, was a "capital replacement" expenditure, as there was substantial evidence in the record to support that finding. Specifically: A. The record shows that the arbitrator considered this expenditure to have been made as part of a single larger project to make necessary pool improvements. (See, 9/6/11 City Council Agenda Report, Attachment 3, Statement of Decision dated October 15, 2010, at p. 13: lines 24-25, p. 14: lines 5-7.) B. Although it is not clear from the record when the Burketts Pool Plastering and Herb's Pool Service improvements were actually installed, the record shows that Burketts Pool Plastering, Inc. submitted an estimate of $5,100 on February 27, 2009 for installation of new pool and spa drain covers to comply with the Virginia Graham Baker Act, and Herb's Pool Service submitted an estimate of $4,295 on April 14, 2009 for removal of the pool heater's leaking heater exchanger and installation of a new exchanger, new exchanger gaskets, and a new hot surface igniter. (See, Admin. Record Vol. 3, Petitioner's Exhibit H.) The Council finds that it was reasonable for the arbitrator to determine based upon this evidence that the replacement of the pool's heater exchanger and the installation of drain covers were both part of a larger project to ensure that the pool and spa continued to be legally and functionally sufficient for use by the Park tenants during the summer swim season. Therefore, the Council finds that the arbitrator did not err in finding that the expenditure to Herb's Pool Service qualified as a "capital replacement." 4 I . The CM140A appeals from the arbitrators' awards as to the 2006 and 2008 petitions are hereby denied, and the arbitrators' awards as to those petitions are hereby confirmed. 2. The CMHOA appeal from the arbitrator's award as to the 2009 petition is hereby granted as to the expenditure of $24,721.80 for sewer pump repairs and debris removal, and is hereby denied as to the arbitrator's award of $4,295.00 for work on the pool heater. 3. As adjusted for the above rulings, ELS is hereby authorized to pass through to the Park tenants 100% of the costs of all expenditures found to be capital improvements or capital replacements, including interest on unsecured borrowing for one year as awarded by the arbitrator and not appealed by the parties, in a modified total amount of $244,542.00, or $617.53 per space, detailed as follows: ■ Amount awarded by arbitrator on. 2006 rent increase petition: $ 68,965.12/396 sp.= $174.15 per sp. ■ Amount awarded by arbitrator on 2007 rent increase petition, including one year interest of 6.2% on unsecured borrowing: $ 37,170.00 / 396 sp = $ 93.86 per sp. • Amount awarded by arbitrator on 2008 rent increase petition, including one year interest of 4.9% on unsecured borrowing: $ 55,684.81 / 396 sp.= $140.62 per sp. ■ Amount awarded by arbitrator on 2009 rent increase petition, including one year interest of 1.4% on unsecured borrowing Less cost of sewer pump repair: Less one year interest of 1.4% on Sewer pump repair: $ 81,120.84 -$ 24,721.80 -$ 346.11 $ 56,052.93 / 396 sp. = $141.55 per sp. ■ Amount awarded by arbitrator on 2010 rent increase petition, including one year interest of 1.4% on unsecured borrowing: $ 26,669.14 / 396 sp.= $ 67.35 per sp. BE IT FURTHER RESOLVED that the arbitrators' decisions to award the increased rents over a 12 -month period, to ensure that the Park tenants will not suffer all unreasonable hardship, are hereby modified to require that the total combined adjusted rent increases shall be assessed over 24 months, at the rate of $25.73 per month per space. BE IT FURTHER RESOLVED that because the adjusted arbitration award is less than 80% of the rent increase requested, ELS shall not be permitted to pass through the costs of .the arbitrations herein to the Park tenants pursuant to Section 20.12.100. I 5-11 W"-ik DOE•+ EXHIBIT 1 RESOLUTION NO. 13236 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL GRANTING IN PART AND DENYING IN PART THE APPEAL OF THE CONTEMPO MARIN HOMEOWNERS' ASSOCIATION FROM THE ARBITRATION A WARDS ON PETITIONS FILED BETWEEN 2006 AND 2010 BY EQUITY LIFESTYLE PROPERTIES, INC., FOR RENT INCREASES AT CONTEMPO MARIN MOBILEHOME PARK, AND MODIFYING THE AWARDS OF THE ARBITRATORS WHEREAS, Equity Lifestyle Properties, Inc. ("ELS") is the owner and operator of the Contempo Marin Mobilehome Park ("Park") in San Rafael; and WHEREAS, San Rafael Municipal Code Title 20, known as the Mobilehome Rent Stabilization Ordinance ("Ordinance"), regulates the rents charged to tenants at the Park; and WHEREAS, pursuant to San Rafael Municipal Code section 20.12.050, ELS filed petitions in 2006, 2007, 2008, 2009, and 2010, each of which requested approval of a one-time rent increase to pass through to the Park tenants costs claimed to have been incurred by ELS in making "capital improvements" and "capital replacements," as defined by the Ordinance, at the Park; and WHEREAS, the Ordinance provides that rent increase petitions shall be subject to hearing by a neutral arbitrator, who may consider evidence presented by both the owner and the tenants of the mobilehome park; and WHEREAS, arbitration hearings were conducted as to each of ELS's petitions as follows: Petition Date Arbitrator Arbitration Date October 9, 2006 Lynda Millspaugh February 16, 2007 October 4, 2007 Betsy Strauss June 24-25, 2010 October 3, 2008 Betsy Strauss June 24-25, 2010 October 9, 2009 Betsy Strauss June 24-25, 2010 October 8, 2010 Betsy Strauss March IT, 2011 Decision Date April 4, 2007 October 15, 2010 October 15, 2010 October 15, 2010 May 14, 2011 WHEREAS, the arbitrators awarded rent increases on ELS's respective petitions as follows: Year of 'Total Requested Arbitrator Awarded Arbitrator Awarded Petition Rent Increase Rent Increase Increase per Space 2006 $90,047.33 $68,965.12 $174.15 = $14.51 x 12 mos. 2007 $35,000.00 $37,170.00 (inc. interest) $ 93.86 = $ 7.82 x 12 mos. 2008 $89,440.65 $55,684.81 (inc. interest) $140.61 = $11.72 x 12 mos. 2009 $89,314.82 $81,120.84 (inc. interesi) $204.85 = $17.07 x 12 mos. 2010 $30,791.58 $26,669.14 (inc. interest) $ 67.35 = $ 5.61 x 12 mos. WHEREAS, both ELS and the Contempo Marin Ilomeowners' Association ("CMHOA"), representing the Park tenants, appealed the April 4, 2007, the October 15, 2010 and the May 14, 2011 arbitration decisions to the City Council; and WHEREAS, on September 6, 2011, the City Council licld a hearing on the combined appeals of ELS and the CMHOA concerning the 2006-2010 rent increase petitions; and WHEREAS, prior to the City Council's hearing, the attorneys for ELS advised the City that ELS would not be pursuing the issues raised in ELS's appeals, and those appeals are therefore moot; and WIIEItEAS, during argument at the September 6, 2011 hearing, the attorney for the CMHOA represented to the Council that the CMHOA was withdrawing its challenge to the arbitrator's award of $13,293' requested in the 2006 petition as a pass-through of costs for sidewalk work that the arbitrator determined qualified as a capital replacement; and WHEREAS, the Council has considered the record of proceedings before the respective arbitrators, and has received and considered written and oral arguments presented by the attorneys for ELS and the CMHOA; and WHEREAS, the City Council makes the following findings as to the remaining factual issues on appeal, based upon the evidence set forth in the record of proceedings herein: 1. The arbitrator erred in determining on the 2009 petition that the expenditure of $24,721.80 by ELS for sewer system improvements and/or repairs performed. by Pump Repair Service Co. should be treated as a "capital replacement" expenditure merely 'on the basis of the amount of the expenditure, since the finding was not supported by the arbitrator's analysis of the evidence presented at the arbitration. Specifically: A. The Council finds that the arbitrator; describing this work as "repair of sewer pump, replacement of a defective flanged flap valve,'' determined that this work appeared to constitute "maintenance and operation costs" under the Ordinance; (See, 9/6/11 City Council Agenda Report, Attachment 3, Statement of Decision dated October 15, 2010, at p. 13.) but that I the arbitrator nevertheless found that this expenditure should be allowed as a "capital replacement," on the ground that: the City Council has taken into consideration the amount of the invoice when determining whether to, treat an expenditure as "capital replacement" or "maintenance and operation" (Resolution No. 12014). (Sec, 9/6/11 City Council Agenda Report, Attachment 3, Statement of Decision, dated October 15, 2010, at p. 14.) B. The Council finds that the finding in Resolution No. 12014 referred to by the arbitrator was made in the context of analysis of a specific factual issue in a prior and unrelated rent increase petition appeal for the Park heard and decided in 2006; and that such finding was not intended by the Council to be applied indiscriminately in unrelated rent increase petition appeals unless it was determined to be appropriate after consideration of the specific facts of that appeal. C. The Council finds that there is substantial evidence in the record to support the arbitrator's detennination that the work could appropriately be described as "maintenance and operation costs," defined in the Ordinance as including "maintenance" of facilities and "refuse removal" (See, 9/6/11 City Council Agenda Report, Attachment 1, Section 20.04.020(0); Admin. Record, Vol. 3 of 4, Petitioner's Exhibit L [Invoice description of work to "remove, repair, reinstall ... pump,...replace bowl, repair spare ... motor, dive team to remove debris from sump"]); and that although there was evidence that ELS treated the expenditure as a capital expenditure, it is apparent that the arbitrator would not have concluded that this expenditure was a "capital replacement" but for her erroneous belief that she was bound by the Council's factual finding in Resolution No, 12014. Therefore, the Council finds that the arbitrator erred in concluding that this expenditure qualified as a "capital replacement" when she was persuaded to the contrary by the evidence. 2. The arbitrator did not err in determining on the 2006 petition that the expenditure of $2,807.25 by ELS for replacement of a hot tub heater was a "capital replacement" expenditure, as there was substantial evidence in the record to support that finding. Specifically: . A. The record shows that the arbitrator considered this expenditure to have been made as part of a single larger project to replace the pool and hot tub heaters at the Park Clubhouse. (See, 9/6/11 City Council Agenda .Report, Attachment 3, Statement of Decision dated August 4, 2007, at p. 6: lines 22-24, p. 8: lines 24-26.) B. The Council finds that the replacement of the hot tub heater occurred in February 2006, and that the replacement of the pool heater occurred in early May 2006 (See, CM110A Brief on Appeal, Exhibits C and D), and that it was reasonable for the arbitrator to determine that these two services were pail of a larger project to prepare the pool and spa complex for the summer swim season. Therefore, the Council finds that the arbitrator did not err in finding that this expenditure qualified as a "capital replacement." 3 3, The arbitrator did not err in determining on the 2008 petition that the expenditure of $4,800 by ELS for the installation of new check valves for sewer system pumps located at the tennis court and at spaces 15 and 97, and $1,456.71 for the installation of new sewer lift station controls for the pumps at spaces I5 and 97 were "capital replacement" expenditures, as there was substantial evidence in the record to support that finding. Specifically: A. The record shows that the arbitrator considered these expenditures, along with the upgrading of four lift station autodialers, to have been made as pert of a single larger project to upgrade or install new components of the Park's sewer pump stations. (See, 9/6/11 City Council Agenda Report, Attachment 3, Statement of Decision dated October 15, 2010, at p, 12: lines 6-14.). B. The Council finds that there is substantial evidence in the record that all of the specified replacements were components essential'to the operation of the Park's three sewer pump and lift stations (plus an additional autodialer for the Park lagoon), which themselves are integral parts of the Park's sewer system. (See, CMHOA Brief on Appeal, Exhibits E, F, G; ELS Opening Brief on Appeal, Exhibit B, Reporter's Transcript of June 24, 2010 hearing, at pp. 38- 49.), and that this evidence supports the arbitrator's finding that these expenditures were part of one project. Therefore, the Council finds that the arbitrator did not err in concluding that these expenditures qualified as a "capital replacement," 4. The arbitrator did not err in determining on the 2009 petition that the expenditure of $4,295 by ELS to Herb's Pool Service for removal and replacement of the pool heater's leaking heater exchanger and installation of new hot surface igniter and related parts, was a "capital replacement" expenditure, as there was substantial evidence in the record to support that finding. Specifically: A. The record shows that the arbitrator considered this expenditure to have been made as part of a single larger project to make necessary pool improvements. (See, 9/6/11 City Council Agenda Report, Attachment 3, Statement of Decision dated October 15, 2010, at p. 13: lines 24-25, p. I4: lines 5-7.) B. Although it is not clear from the record when the Burketts Pool Plastering and Herb's Pool Service improvements were actually installed, the record shows that Burketts Pool Plastering, Inc. submitted an estimate of $5,100 on February 27, 2009 for installation of new pool and spa drain covers to comply with the Virginia Graham Baker Act, and Herb's Pool Service submitted an estimate of $4,295 on April 14, 2009 for removal of the pool heater's leaking heater exchanger and installation of a new exchanger, new exchanger gaskets, and a new hot surface igniter. (See, Admin. Record Vol. 3, Petitioner's Exhibit 1-1.) The Council finds that it was reasonable for the arbitrator to determine based upon this evidence that the replacement of the pool's heater exchanger and the installation of drain covers were both part of a larger project to ensure that the pool and spa continued to be legally and functionally sufficient for -use by the Park tenants during the summer swim season. Therefore, the Council finds that the arbitrator did not err in finding that the expenditure to Herb's Pool Service qualified as a "capital replacement." 4 6. & WHEREAS, the Council has considered the request of the CMHOA to review and reject the 2006 City Council's interpretation of the Ordinance as allowing a pass-through to Park tenants of expenditures found to qualify as "capital improvements" or "capital replacements" under the Ordinance, without requiring that ELS prove that the pass-through is reasonable and necessary to obtain a fair and reasonable return under the reasonableness standards of Section 20.12.110 of the Ordinance; and the Council declines to discard that interpretation, for the following reasons: 1. The Council finds that the requirement in Section 20.04.020(M) of the Ordinance to distinguish rent increases for capital improvements and capital replacements from ordinary rent increases, indicates an.intention to review such rent increases under differing standards. The Council finds that counsel for ELS correctly stated that there would be no reason to require capital rent increases. to be separately stated by the Park owner if the intention of the Ordinance Was to require a fair -return hearing for any and all rent increases, therefore the Council also agrees with the interpretation of the 2006 City Council that the Ordinance does not require that the Park owner meet the fair and reasonable return test under the reasonableness standards in Section 20.12.110 of the Ordinance. 2. The Council finds that, as so interpreted, the Ordinance advances its primary purpose, which is to protect mobilehome park tenants from arbitrary, capricious or unreasonable rent increases while insuring that the park owner obtains a fair and reasonable return on its investment, since: A. As so interpreted, the Ordinance encourages a mobilehome park owner to maintain the quality and standards of the infrastructure of the park, which provides an immediate and material benefit to the park tenants. B. The definition of "capital improvements" in Section 20.04,020(B) contains its own standard of reasonableness, in that it requires a showing that the expenditures "directly and primarily benefit and serve the existing mobilehome park homeowners by materially adding to the value of the mobilehome park;" and the definition of "capital replacement" in Section 20.04.020(C) contains its own standard of reasonableness, in that it requires a showing that the expenditure "materially benefits and adds value to the mobilehome park." These definitions provide protections to the tenants from unreasonable expenditures on capital improvements or capital replacements that do not primarily benefit the tenants or materially increase the value and useful life of the park. WHEREAS, the City Council finds that in keeping with the Ordinance's purpose to protect mobilehome park tenants from unreasonable rent increases, and in view of the fact that the present appeals cover improvements made over five years, it is appropriate to require that the allowed rent increases on ELS's 2006 through 2010 petitions be assessed over a period of 24 months. NOW THEREFORE, BE IT RESOLVED by the Council of the City of San Rafael that the combined appeals of the CMHOA from the arbitration decisions on ELS's rent increase petitions filed in 2006, 2007, 2008, 2009, and 2010 are hereby granted in part and denied in part, and the arbitrators' awards are modified as follows: C�- 7 I . The CMHOA appeals from the arbitrators' awards as to the 2006 and 2008 petitions are hereby denied, and the arbitrators' awards as to those petitions are hereby confirmed. 2. _ The CMHOA appeal from the arbitrator's award as to the 2009 petition is hereby granted as to the expenditure of $24,721.80 for sewer pump repairs and debris removal, and is hereby denied as to the arbitrator's award of $4,295.00 for work on the pool heater. As adjusted for the above rulings, ELS is hereby authorized to pass through to the Park tenants 100% of the costs of all expenditures found to be capital improvements or capital replacements, including interest on unsecured borrowing for one year as awarded by the arbitrator and not appealed by the parties, in a modified total amount of $244,542.00, or $617.53 per space, detailed as follows: ■ Amount awarded by arbitrator on 2006 rent increase petition: $ 68,965.12/396 sp.= $174.15 per sp. ■ Amount awarded by arbitrator on 2007 rent increase petition, including one year interest of 6.2% on unsecured borrowing: $ 37,170.00 / 396 sp = $ 93.86 per sp. ■ Amount awarded by arbitrator on 2008 rent increase petition, including one year interest of 4.9% on unsecured borrowing: $ 55,684.81 / 396 sp.= $140.62 per sp. ■ Amount awarded by arbitrator on 2009 rent increase petition, including one year interest of 1.4% on unsecured borrowing Less cost of sewer pump repair: Less one year interest of 1.4% on Sewer pump repair: $ 81,120.84 -$ 24.721.80 -$ 346.11 $ 56,052.93 / 396 sp. _ $141,55 per sp. ■ Amount awarded by arbitrator on 2010 rent increase petition, including one year interest of 1.4% on unsecured borrowing: $ 26,669.14 / 396 sp.= $ 67.35 per sp. BE IT FURTHER RESOLVED that the arbitrators' decisions to award the increased rents over a 12 -month period, to ensure that the Park tenants will not suffer an unreasonable hardship, are hereby"modified to require that the total combined adjusted rent increases shall be assessed over 24 months; at the rate of $25.73 per month per space, BE IT FURTHER RESOLVED that because the adjusted arbitration award is less than 80% of the rent increase requested, ELS shall not be permitted to pass through the costs of the arbitrations herein to the Park tenants pursuant to Section 20.12.100. 6.1� BE IT FURTHER RESOLVED that, pursuant to section 20.08.0 10 of the Ordinance, the rent increases awarded herein shall not be included in the base rent or in the calculation of annual CPI rent adjustments. BE IT FURTHER RESOLVED that this decision is final upon the Council's adoption of this Resolution and that the time within which to seek judicial review of this decision is governed by the provisions of California Code of Civil Procedure section 1094.6. 1, ESTHER BEIRNE, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City on September 19, 2011, by the following vote, to wit: AYES: COUNCILMEMBERS: Brockbank, Connolly, Heller, Levine & Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None a 7 ESTHER BEIRNE, City Clerk 6-9 �•�U 2 6. /t EXHIBIT 2 11, I CHAIRPERSON BORO: Until it breaks. 2 COUNCIL MEMBER LEVINE: -- but when it fails, 3 years, it's a problem. 4 COUNCIL MEMBER HEL;LER: Uh-hum. 5 COUNCIL MEMBER LEVINE: So, I'm of the mind to 6 support this. I do believe that investment is needed, 7 underground where we can't see it. Again, that doesn't 8 mean that I'd feel the same way next year and that maybe, 9 you knot!, we need to take a closer look. 10 And although it's not in the ordinance, I believe 11 it would be in ELS's best interest to engage in 12 consultation with the homeowners before engaging in 13 significant investment in repair or construction on the 14 property in the future, because I'm not going to 15 appreciate having to hear this again in the future. 16 CHAIRPERSON BORO: Can I ask Mr. Moran a question? 17 On the prior item we had date specifics when the work was 18 done. It showed it was relevant to a particular season, 19 it shows that it was work done on a system. 20 Do you have the dates when this work was done? 21 Were they done within the same period of time? 22 MR. MORAN: Mr. Mayor, I don't have it in front of 23 me. I know -- I'm sorry, I have the -- pardon me, I have 24 the individual --- no, I don't have those, that information 25 in front of me. I know it was the subject of two days' of CALIFORNIA REPORTING, LLC 63 52 Longwood Drive, San Rafael, CA 94901 (415) 4574417 6.13 L testimony in front of: the arbitrator. Not just this 2 issue, but it was a significant item. But I'm sorry, I r 3 don't have the answer to your question. 4 I know there's testimony that it was all part of 5 the same project. There was no testimony to the contrary. 6 And they -- I snow the check valves, the testimony was, 7 were a key component of the overall projects and the 8 upgrade of the sewer system, and that's at page 97 of the 9 reporter's transcript of the hearing. But I don't know 10 the dates, I do not know. 11 CHAIRPERSON BORO: Okay, thank you. Yes? 12 COUNCIL MEMBER CONNOLLY: So, Mr. Mayor, my 13 thoughts. Again, we're limited to the record before us, 14 which is not very extensive, but I,will note on this item 15 that words like new components, upgrading of auto dialers, 16 new controls are used, which suggest improvement, at least 17 vis -A -vis what .it appears that the arbitrator concluded, 18 Z'm also mindful of the residents' concerns. I 19 mean I think if we're talking about routine maintenance, 20 the owner should not be allowed to back door that kind of 21 work into this analysis. 22 If we're talking about frivolous items, I think 23 reasonableness also appears in the capital improvement - 24 definition for a reason and, also, there has to be a 25 showing that it is of actual benefit to the homeowners. CALIFORNIA REPORTING, LLC 64 52 Longwood Drive, San Rafael, CA 94901 (415) 457-4417 &A I If you're talking about a frivolous project or one 2 that is clearly just there to jack up rent, essentially, 3 that's not permissible. 4 Here again, based on what vie' re seeing before us, 5 vihich is limited, it does appear that the arbitrator had a 6 basis for concluding that this qualified as improvement 7 toward the sewer system. 8 So, with those broader kind of concerns in mind, 9 in this particular case I would agree to uphold the 10 finding. ll CHAIRPERSON BORO: Okay. I think we -- four of us 12 agree to that. 13 Okay, I just want to make a note or a comment, I 14 guess. I sit on a homeowners' board for a condominium 15 project and the homeowners are required every three years 16 to go out and do an assessment of their capital 17 improvements, and fund future improvements as they're 18 needed. And we're not going to go into this tonight but 19 this is something, as vie go forward, 7.s something that 20 maybe your company could think about to share with the 21 homeowners in advance as to what's needed to keep this 22 place operational, safe and a place where people want to 23 live, and why it has to be done so people have a better 24 sense for it. So, iL's just a comment. 25 But I know in homeowners' groups, homeowners don't CALIFORNIA REPORTING, LLC 65 52 Longwood Drive, San Rafael, CA 94901 (415) 457-4417 I want to up their assessment every year, either., but then 2 they look at the interest they have and the property they 3 own, in this case the coaches that people own, the 4 lifestyle they have and I think more sharing an 5 understanding would avoid some of this in the future. 6 Okay, so let's get to the next one. Barbara? 7 COUNCIL MEMBER HELLER: Yeah, Mr. Mayor, I was 8 thinking along those same lines, especially since the next 9 item is also sewer. And one of you or both of you said 10 that this is going to be a very large item in the years to 11 come. And I think perhaps if the Homeowners' Association 12 could sit down with someone from management and say what I3 are we looking at, why is our sewer in such a bad, bad 14 position? Because it is quite old is one reason and 15 things break down. 16 So, I think that they definitely need to perhaps 17 begin to communicate together and say this is going to be 18 an ongoing price, you know, problem and it's going to cost 19 maybe so much, at a ball park amount, to fix it completely 20 in the next few years. 21 And I think perhaps that would be much, much 22 better than getting together every few years and saying we 23 spent, and them saying no, you didn't, and then we have to 24 sit here and try and unravel it. 25 And so, maybe something like that could be worked CALIFORNIA REPORTING, LLC 66 52 Longwood Drive, San Rafael, CA 94901 (415) 457-4417 I out in the future. 2 CHAIRPERSON BORO: Okay, number five is Lhe amount 3 disputed is $24,271 for sewer pump repair and the issue 4 seems to be centered around rebuilding the pumps versus 5 replacing them with new pumps. 6 Who wants to shed additional light on this? 7 Apparently, there was testimony from Mr, Petris -- Perlis, 8 pardon me. 9 MR. ATKINSON: Mr. Mayor, can I ask a question 10 here? 11 CHAIRPERSON KORO: Yes. 12 MR. ATKINSON: I don't know that I can shed .Light 13 as much as raise another question. 14 I continue to be uncomfortable with the grey areas 15 between ordinary maintenance and repair, which can't be 16 passed through, and capital replacements, which can be 17 passed through. 13 I'm not sure the definitions are sufficiently 19 clear enough for me. Can anyone shed light on that, 20 either our attorneys or Mr. Moran, perhaps. 21 CHAIRPERSON BORO: Mr. Moran raised his hand. 22 Were you always first in class, Neil? 23 MR. MORAN! Pardon me, Your Honor? 24 CHAIRPERSON BORO: Were you always first in class? 25 MR. MORAN: I'm the be -shy -and -starve, I was CALIFOP-NIA REPORTING, LLC 67 52 Longwood Drive, San Rafael, CA 94901 (415) 457-4417 6,1 I materials I think some weight needs to be given to 2. consistency, of course. If in our judgment the prior 3 decision was wrong, we have every obligation to change it. 4 But in this case, on balance, I agree with that 5 interpretation in the following way, I think there is a b distinction between capital improvement and replacement 7 under the statutory scheme as compared to ordinary 8 adjustments of rent. 9 Here's what I fall back on, though, even within 10 the definitions of capital replacement and improvement 11 there is the concept built in of reasonable and necessary. 12 And it must be for the benefit of the homeowners. 13 The arbitrator makes that determination, 14 ultimately, and then as you've seen tonight, painstakingly 15 we ultimately can serve as an appellate body in making 16 that determination. 17 I thinly we've heard how we would interpret those 18 words. we've heard things like get a punch list together 19 beforehand, perhaps on at least a 12 -month basis, if not 20 more, in fact, the suggestion of a full --fledged capital 21 improvement program, 22 When I hear the words "for the benefit of the 23 residents" that means to me that the residents have input 24 and that only makes commercial sense, frankly, as well, as 25 well as being fair. CALIFORNIA REPORTING, LLC 92 52 Longwood Drive, San Rafael, CA 94901 (415) 457-4417 6- bA EXHIBIT 3 .2c) C"ONTL+ MPO MARIN II0\-IE01VN.1 RS YLSSOC`IATION 415-300-0270 143 Bryce Canyon Road, San Rafael, CA 94903 www.contempomarin.org January 13, 2016 Jennifer Barrett Equity Lifestyle Properties 2395 Delaware Avenue Santa Cruz, CA 95060 Dear Jennifer: I'm writing in an attempt to further the discussion between ELS and the homeowners regarding the process for review and implementation of capital projects at the Contempo Marin Community. Each year since 2005, ELS has petitioned the City to pass certain capital expenses through to the homeowners, and each year the homeowners have contested at least some of those items, at which point the lawyers take over and we go to arbitration — and, in some years to the City Council — to determine which costs are properly borne by the homeowners. As you and Keith and I have discussed, the homeowners view the current process as inefficient and wasteful and prone to poor outcomes for all involved. The San Rafael City Council agrees. In a 2011 hearing, the City Council expressed frustration with the recurring arbitrations and implored ELS to start communicating with the homeowners about capital projects before the homeowners' money is spent. I have attached a transcript of that hearing. Councilmember Levine went on the record saying that "it would be in ELS's best interest to engage in consultation with the homeowners before engaging in significant investment ... because I'm not going to appreciate having to hear this again in the future." (Transcript at 63). Councilmember Brockbank made a similar statement: "When I, hear the words 'for the benefit of the residents' that means to me that the residents have input..." (Transcript at 92). Chairperson Boro and Councilmember Heller made similar pleas. &� 21 (Transcript at 65-66). The City Council's comments were well taken by the homeowners, yet ELS — through its attorney Mr. Moran and through prior management — has resisted the homeowners' attempts to establish such a process. And now we are on the cusp of another unnecessary arbitration. The homeowners had high hopes when you—assumed responsibility for Contempo, and we remain optimistic that things can be different under your watch. I have heard positive feedback regarding the December 15th meeting you organized with residents, and this makes me confident that we can find common ground. Now is the right time to make progress on this issue. The upside is obvious: we can avoid the angst and ill will of arbitration, conserve our respective time and resources as well as those of the City, and establish your role as a community leader and a trusted partner of the homeowners. And, most importantly, there is no downside. We are not asking ELS to give the homeowners a veto right over proposed capital spending. We simply want a voice in the process and a chance to be heard before our money is spent. In a previous conversation you offered to draft a proposal for a framework that would give the homeowners notice and a chance to comment before ELS commits to capital expenditures. We are eager to see what you come up with. If, however, you would rather that we draft a proposal, we are ready to do so. Please let us know your preference. We are available to meet to discuss the issue at a time and place convenient for you. Thank you for your attention to this matter. Best regards, Dick Heine President, CMHOA 4 EXHIBIT 4 & ),q .................--------------------------- ................. . YVNl4'�/.{1oI71edehOt.C0111:'C.f..ll.![:10�:!i;-�i:a•:I��OI-�'Ci;<Ei-_C�ill�_it11E11#.{�iCllli�!-��b"it'I-�.fIO�;V2f�-Lt=1'C;-(ltfii- Apps Lexis Advancet) - `.---WestlawNext 1>r? 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Set FLMO n price range:.. �J l wit; Zero -Turn Ri:_iing i%o°-eer 22 HP Zero -Turn Riding Mo ver Witrii Smart Speeci -with Smarr Speed $ to Model # 74731 Model M 74721 $1000 - $2000 (1) (358) `: :;: S (439) 32000 - 33000 (20) :: • Ship to Hoine Snip to Hon is x3000 - 54000 (23) Free Free 54000 - $5000 (16) Over $5000 (6) - c1r.J Cart r Add Ib mart. > - Horsepower (hp),....w,»�..„...�.�,_,._H__•__r�.�w..._.._-..-,.� — Deck -ype $3,999.00 / each $2,799.00,,,,x, Fabricated (42) Stamped (24) John Deere ZS --'r.;,: 54 :. 2_' HP Cub Cade -h RT-L4�,- Z ' I . 23 HP F ; Dual drestat.c Ga_ 7e c Tu r Fax —a.ed Deck KOHLF ir-Tmn hiding Mover Dual -Hydro Zero -Turf; Mower G 1 Conned Bluetooth 6 -a,5 e -A rkb-4-W . \GO Nr� 1 e r e rap o V a n o�ji We (cUqs me to ��o n ,1 plyt•y,p1C I E1LS Equity LifeStyle P-roperbes, ILc. -� o -e EXHIBIT f j WIT. - DATE: _ 71 I IS Jody Gibney, APA, CSR N 12308 �a�ru�� + G � NYS•- .4. DOU&S McAbee Community Manager Contempo Marin 400 Yosemite Rd. San Rafael, CA 94903 415-479.6816 Fax 415-479-6817 conteinpo-marjn@equ4liiestyie.com www, equityilfestyle.corn iToSo b0I ��n�r�doRh g rl '4 Contempo Marin is a 62 -acre family community with the following amenities: swimming pool, Jacuzzi, sa rias, small gym, library Ond-community center, children's playground, lagoon, walking trails, laundromat. RV/Boat storagEavailable, Pets accepted with limitations. Z/ yvG1x G4'�Y� LoJr7� rl h�'�r.L' GGI►'tJ''' i Y., 11 OY✓1f%z 669,1 r-1 7/14/2016 Google Maps GQ(.gie Maps Conternpo M icor% C�jWorrda dFl _ Alf M 'r 11 _AAk 41 � �. . I • r. �,•' t ' Y •t'i; - i �i. � _ 4, - a1� ' •�� '�a, � - , � . rl ;u� F �R 8 � � ' � � • ' r • 1lgilAy R � •w ..�� I^ � 1 � 7 - .i`•~ 9 % _ � _ �..:�.�•4,� y .� N. '�•�^ •� •may• ' �P� '+y � e•�� °� �' ;�'. It 4� 'r',ty •. ` _ ti. a y■•� �M'�t�. 1 �:.r! ,1� � � • .•M�•' 2�r ' � �' a ' .�. ' . 4t. 4" — i r• � , R/ �) ', �� ""l :,� + ,� 1 ...fir �•;1•x1 � � f ` /�! '� E� �.. t. Alii � • /wM R� ..� ..� ly 46 it. jAk AN IF f• i r �■„ f • . 11440 { ' or h A. IML Ni IN 40" • • I � i.'� '�rlll�3r � t• , . "t` j�•;' � o o e � t ,. .' . Eats R Imagery 02016 Google, Map data ©2016 Google 200 ft f f EXH1131T WIT _ I DATE: https://www.google.com/maps/@38.0136869.-122.5298427,2165a 20y.270h/data=!3mllle3?hl=en dodyGl neg R,C #1208 111 VMMNRMF DocuSEgn Envelope ID: F9DOB480-2BQ9-4886-MFC-AAD10E1C8012 Unscott Enaineerina Contractors. Inc. 397 Smith Ranoh Road 415-478-8857 San Rafael, CA 94903 415492-1755 Callforrnla Ucense No. 477476 Fax., 415.492-0301 Ken Brownfield Contempo Marin I RE: Drainage Improvements Proposal February 19, 2013 1 filo. til Remove and replace exlsting concrete rolled gutter (approx. 85 LF) and adjoining asphalt Remove drop Inlet top and replace at a lower elevation to provide slope for drainage. Lump Sum: $ 5,599.00 The work will be done underthe dlredon of Contempo Marin, If the scope of work varies from the above description, the price will be negotiated This price does not Include allowances for. - Fees, permits, bonds or required deposits. The contractor has not verified this scope of work with any publ to agency. The contractor will provide Workmen's Compensation, Public 1 -lability, and Property Damage Insurance. Increased limits and special wording on certificates of Insurance will be charged at our cost plus fifteen percent Payment will be due upon completion. No retention will be withheld. If a suit Is commenced to collect all or a portion of this obligation, the contractor will be entitled to attorney's fees, as the court may deem reasonable. An administrative charge of 1 '%2 % per month will be due on all unpaid balances thirty days after the statement date, Robert E. Linscott, Jr. Linscott Engineering Contractors, Inc. Page 2 of 2 FXyfg/T �DdY Gibn y AP,q �Aa1?30g ��• <i DocuSign Envelope ID: M08480-2B00-4866-BAEC-AAD10E1C5D12 Linscott Englneerina Contractors. Inc. (_ 397 Smith Ranch Road 415-479-6657;; San Rafael, CA 94903 415-492-1755 ! California License No. 477476 Fax: 415-492-0301 February 19, 2013 Ken Brownfield Contempo Matin E-mail only; contempomarin@equitylifestyle.com RE: Drainage Improvements Proposal We, as contractors, having examined the Jobslte, provide the following scope of work for the Included lump sum prices. Scope of Work No. 79 Remove and replace concrete rolled curb and adjoining asphalt to accommodate new curb with proper slope for drainage, 1. Saw cut asphalt 1 ft, from the concrete swale for the entire distance to be removed. Approx. 115 LF. 2. Break up concrete and asphalt. Load and off -haul to recycle. 3, Grade and compact subgrade Subtotal Items 1 – 3: $ 3,120.00 4. Place form board to grade 5. Place and finish new concrete swale Subtotal Items 4 – 5: $ 4,629,00 6. Pave next to new concrete swale $ 1,590.00 Total Items 1 – 6: $ 7,109.00 Page 1 of 2 C :�,— Neil J. Moran, Esq. (SBN 96597) The Freitas Law Firms., LLP 1108 Fifth Avenue, 3d Floor San Rafael., CA 94901 Telephone: (415) 456-7500 Email: nmoran@freitaslaw.com Attorneys for Petitioners IN THE MATTER OF ARBITRATION FOR PETITIONS FOR CAPITAL PASS THROUGHS FOR 2013, 2014 AND 201.5 FOR CONTEN20 MARIN MOBILE HOME PARK Petitioner MHC Financing Limited Partnership/MEIC Operating Limited Partnership ) We, ANN WALLIN and JILL PRICE, declare: DECLARATION OF ANN WALLIN AND JILL PRICE Hearing Date: 7/19/16 Time: 10:00 a.m. Aibitrator: Lawrence A. Baskin 1. We are maldng this Declaration in support of Petitioners' Petitions for Capital Pass Throughs for 2013, 2014 and 2015 for Contempo Marin Manufactured Home Community, We have personal knowledge of the facts set forth in this Declaration and can competently testify thereto. 2. Ann Wallin is employed as Vice President — Accounting for Equity LifeStyle Properties, Inc. ("ELS") and its affiliates who are Petitioners in this matter and who own and operate Contempo Mario Manufactured Home Community. Ms. Wallin has been employed by ELS since June 2015. She has a Bachelor of Arts degree from Saint Mary's and is a certified public accountant. Ms. Wallin's job responsibilities include supervising and managing the accounting activities for the company. As such, she is familiar with generally accepted accounting principles relating to depreciation and amortization of capital costs. Jill Price is employed as Vice President — Tax for ELS. Ms. Price has been employed by ELS since March 2008 and has a Bachelor of Arts degree fiom the University of Michigan and is a certified public accountant. Ms. Price's job responsibilities include supervising and managing the tax -related activities for the company. As such, she is familiar with the provisions of the Internal Revenue Code ("IRC") and the regulations adopted pursuant to the IRC relating to depreciation and amortization of capital costs. 4. Capital improvements or capital replacements have a useful life of more than one year and "extend the life of the asset." For example, if we are replacing a sidewalk at Contempo Marin and that sidewalk is expected to last 10-15 years after replacement, that 1� EXHIBIT WIT: ' 4ATE: Jody Glbney, PR, R N12 OB is a capital cost and we will depreciate it. If we are pulling a pump out of the ground and repairing it and rehabilitating it, and that repair extends the life of the pump by 1 year or more, that is a capital cost and we will depreciate it. Further, engineering and consulting costs and expenses related to such projects would be included as capital costs and depreciated. 5. Generally, it is our policy that anything costing less than $1,000.00 is a repair, unless it is part of a larger project. For example, if one part of a pump cost $800.00, but we rehabilitate the pump and related equipment and the total cost of rehabilitation exceeds $1,000, we treat the whole project as a capital replacement and depreciate it. 6. Our current company procedures regarding capitalization of expenditures are set forth in a document entitled Capitalization Policy and Procedure, a redacted copy of which is attached to this Declaration (the redacted portions of that document are not pertinent to any of the capitalized expenditures at issue in this proceeding). That document: (a) was made and is kept in the ordinary course of our business for purposes, among others, of setting forth a policy and procedures relating to obtaining approval for major expenditures and relating to determining whether expenditures are capitalized or not capitalized; and (b) has been updated from time to time but has been substantially the same throughout the time period during which the capital expenditures for which recovery is sought in this proceeding were incurred. 7. We have reviewed Petitioners' Petitions for Capital Pass Throughs for 2013, 2011 and 2015 submitted to the City of San Rafael by letters dated September 25, 2013, September 26, 2011 and September 28, 2015, respectively, and the documents submitted to the City of San Rafael with such letters (the "Petition"). The expenses itemized in the Petition were all treated as capital costs on the company's books. These costs will be amortized or depreciated over the useful life of the improvements pursuant to the Internal Revenue Code, the regulations adopted pursuant to the IRC and generally accepted accounting principles. We declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Dated: July � 1201.6 Dated: July A 2016 WALLIN J 'D JILL PRICE L LS DEquity LsfeStyle Properties, Inc. Capitalization Policy & Procedure January 2014 D Introduction Equity LifeStyle Properties, Inc. (ELS) and its affiliates, all of which are referred to herein as the "Company," have created this Capitalization Policy and Procedure ("Policy"), which sets forth guidelines regarding capital expenditures. This Policy contains important information and you should familiarize yourself with its contents as soon as possible as each employee is responsible for complying with the Policy. This Policy supersedes all previous capitalization policies and applies to all employees of the Company; however, the Company reserves the right to change this Policy at any time without prior notice to the employees. These guidelines are to be strictly adhered to at all times, and any violations may result in disciplinary action, up to and including termination of employment. Capital Expenditures Capitalized expenses by their nature usually have a useful life beyond one year, increase the value of or extend the life of an item and have a significant cost associated with them. There are many types of expenditures that have a significant cost but may not have a useful life past one year or increase the value or extend the life of an item. Capital expenditures that meet the Company's capitalization guidelines are to be entered into the BackOffice CapX Module ("CapX system"). CapX is the system which is used to plan, manage, track, and approve all capital expenditures. Capitalization Guidelines The CapX system is to be used only for capital expenditures excluding home site development, which will continue to be paid through Catalyst or MasterCard; acquisitions, tenant improvements and spend contra, which are for corporate use only. All proposed capital expenditure projects must meet the following guidelines: • The total cost of the project is $1,000 or more. o Individual invoices which contribute to the project may be less than $1,000 as long as the overall project cost is at least $1,000. • The project has a useful life beyond 1 year. • The project increases the value of or extends the life of an item. • The project scope fits into one of the Capital Assets Accounts, which are listed and defined on pages 4-9. Because they represent a significant portion of the variable costs in property operations, the Company will continually review all capital expenditure projects. CapX System Procedure 1. Proposed capital expenditure projects that meet the capitalization guidelines need to use the CapX system to request approval. CapX is preloaded with all approved capital expenditure related projects and expenses. Unbudgeted capital expenditure projects and expenses must be initiated in CapX for approval. Equity LifeStyle Properties, Inc. ITage 2 01 2. A capital expenditure project request needs to be completed for the entire project. When entering a project into the CapX system, as much detail as possible should be provided including, but not limited to project reason descriptions, invoice descriptions, comment boxes, and backup documentation such as bids, insurance certificates, and photos. Projects can include more than one item; for example, redecorating the clubhouse may include carpet and furniture. 3. Projects cannot be started until they have been approved in the CapX system. The only exception to this rule is in an emergency situation. In the case of an emergency, the property is to immediately contact their Regional Manager (RM), Vice President (VP), and Regional Vice President (RV P) , • For example: If air conditioning breaks in the clubhouse the morning of a large resident event, the property should immediately contact their RM, VP, and RVP. An email approval from a VWRVP is needed before proceeding with the expense. The expense must be entered into CapX within 2 business days of the emergency. 4. Each approved project will automatically be assigned a unique eight (8) digit number. 5. All projects must include some documentation from a proposed vendor, including but not limited to photos, bids, professional licenses, and state and/or local permits. Whenever possible, secure at least three competing bids for a specific project. It is important that the competing bids are for identical scopes of work. 6. The full user guide can be found directly in the CapX system. Payment Guidelines for Capital Expenditures The only allowable method of payment for capital expenditure project invoices is to submit a Vendor Payment Form through CapX to the Accounts Payable Department. In order to maintain the workflow approval process in the CapX system, the MasterCard program cannot be used for CapX projects. The Company has established policies and procedures, regarding the approval of vendors and contracts, and adherence must be maintained, prior to submitting an invoice. When the last invoice is paid, a project is complete. Re -Class Capital Expenditure Project in CapX There may be instances where invoices need to be re -classed to or from the capital accounts. All re -class items need to be completed and reconciled on a montlriy basis so the general ledger and the CapX system remain in balance, and all capital expenditures are shown in the CapX system. Re -class requests can either be initiated by the Accounting Department or Operations Department; however, the Accounting Department is responsible for the final decision regarding re -classing an invoice. e If the re -class is initiated by the Accounting Department, the staff accountant will do the re -class u1 the general ledger and then notify the appropriate regional operations analyst ("analyst"). The analyst will then enter the re -class into CapX and notify the RM and the Community Manager. e If the re -class is initiated by the Operations Department, the re -class request should be sent to the analyst. The analyst will confine with Accounting that the re -class is correct, and the accountant and the analyst will do the re -class in the general ledger and CapX. Equity I feSlyle Properties, Inc. Page 3 D.5 779001 779002 779003 779004 779005 779101 779102 779103 779104 779201 779202 779301 779401 779402 779501 779502 779503 779601 779602 779701 779801 779802 779901 779902 779903 779904 779905 779906 779955 776010 779XXX 777XXX 777010 777020 774XXX 770040 CAPEX Spend Account Numbers and Description Buildings - Clubhouse Buildings - Manager Home Buildings - Offices Buildings - Other Buildings Buildings - Mechanical Furniture - Pool Furniture - Office Furniture - Clubhouse Furniture - Misc Pool Improvements Pool - Regulatory Restoration Streets, Sidewalks / Curbs Development - Expansion, Hard Costs Development - Entitlements & Legal Costs I Infrastructure Improvements - Electrical Infrastructure Improvements - Water / Wastewater Lutes Infrastructure Improvements - Phone, Gas and Cable Lines Environmental & WWTP - WWTP/WTP Facilities Environmental & WWTP - Water / Sewer Computer / IT Equipment Equipment Vehicles Equio) LifeSt )Ie Properties, Inc. Compton Area Improvements - Courts and Fields Common Area Improvements - Signs Common Area Improvements - Fencing & Retaining Walls Conunon Area Improvements - Lighting Common Area Improvements - Misc Common Area Improvements - Landscaping Site Amenities Acquisitions - Not For use in CapX Tenant Improvements - Not For use in CapX Hurricane (accounts assigned as required) Hurricane - 2004 Hurricanes Hurricane - Wilma Home Site Development — Not for use in CapX Spend Contra (accounting, use only) - Not For use in CapX Page 4 DG Capital Asset Account Titles and Descriptions Buildings Includes upgrades and improvements • Buildings - clubhouse (779001) This account would be used for capital expenditures related to the upgrade, renovation, or construction of a community clubhouse, recreation center, community facility, or activity center. • Buildings - manager home (779002) This account would be used for capital expenditures related to the purchase, rehab, or construction of a dwelling used as a manager home for either the manager of the community or the manager of another community living at a property. Note: If no longer required as a manager home, the unit can be reclassified to "Held for sale /rent. " • Buildings - offices (779003) This account would be used for capital expenditures related to the upgrade, renovation, or construction of a community administrative office, sales office, office, or general office. Refer to Tenant iinprovement section for coiporate /regional offices, • Buildings - other buildings (779004) This account would be used for capital expenditures related to the upgrade, renovation, or construction of a maintenance office or public safety building (e.g., guard shack, firehouse). This would also include any retail stores or shops owned by the Company. • Buildings - mechanical (779005) This account would be used for capital expenditures related to HVAC or other mechanical item replacement inside of a building. Examples - parts used to fix a motor or pump would generally be expensed, overhaul repairs of a motor or pump would generally be capitalized, new circuit breaker box for a building would generally be capitalized. Routine itenis such as pressure cleaning, painting, or decorating a building are expensed. Costs associated with projects such as plumbing or electrical upgrades, structural renovation, signage, and major roof repairs (extend life of roof 10 years or more), which are within the above scope Iimitation, are generally capitalized. Items such as paint, decorating, and carpet associated with a major renovation will be capitalized. Furniture In these accounts, all furniture, appliances, and electronics are capital expenditures. In order to be a capital expenditure, the total cost of a project must exceed $1,000 or greater. For example, as part of a pool renovation project, the property purchases twelve chairs and tbree outdoor- tables to put by the pool for a total cost of $1,200; this expense would be a capital expenditure. However, if two pool lounge chairs are purchased for $250, and it is not part of a larger project for pool renovations; it is not a capital expenditure. • Furniture -pool (779 10 1) This account would include capital expenditures for purchase or upgrade to furniture located near or around our swimming pools, water parks, or spas. This furniture would include, but not be limited to, umbrellas, funbrellas, tables, chairs, lounges/chaises, and footstools. Equity LifeStyle Properties, Inc. Page 5 • Furniture - office (779102) This account would include capital expenditures for purchase or upgrade to furniture Located in the community administrative office, sales office, maintenance office, or general office. • Furniture - clubhouse (779103) This account would include capital expenditures for purchase or upgrade to furniture, appliances and electronics located in a community clubhouse, recreation center, community facility, or activity eenter. • Furniture - misc. (779104) This account would include capital expenditures for purchase or upgrade to furniture located in a location not otherwise listed in these descriptions. Pool Improvements • Pool Improvements - (779201) This account would include capital expenditures for purchase and/or improvements to the swimming pools, spas, and water park facilities. These expenses include, but are not be limited to, upgrades, improvements, expansions of the pool area, including landscape, and installation where a pool does not exist. • Pool Improvements - pool regulatory restoration (779202) This account would include capital expenditures for any swimming pools, spas, or water park facilities restoration work that is required for compliance with regulatory requirements. Streets, Driveways, Sidewalks/Curbs • Streets, Driveways, Sidewalks/Curbs - (779301) This account would include capital expenditures associated with the improvement, installation, or reconditioning (that significantly extends the life) of streets, driveways, sidewalks, curbs, parking lots, boat ramps, paved or concrete walking paths, and cart paths. This account should not inelude expenses from the foundations or site improvements of individual lots or the costs associated with sports courts or fields. Patching and repairing are considered repair and maintenance costs. Development REDACTED _-----..._.....__._.... Page 6 Equity LifeSlyle Properties, Inc. � Infrastructure Improvements Infrastructure Improvements - electrical (779501) This account would include capital expenditures associated with the purchase, upgrade, installation, or reconditioning of electrical service components from the entrance to the pedestal or wall -mounted electric service with meter or to the junction box if a pedestal or wall -mounted electric service with meter is not available to connect to. These expenses would include transformers, electric pedestals, laterals to the pedestals, primary and secondary electric lines and conduit, junction boxes and trenching, and backfill costs associated with the service and installation of these items. This account should not include expenses from the pedestal to resident unit or the repair/maintenance of lines. Infrastructure Improvements - water/wastewater lines (779502) This account would include capital expenditures associated with the installation, improvement, or reconditioning of water and wastewater lines within the community(s). These expenses include, but are not limited to, valves, main lines, lateral lines, associated piping, curb stops, corp stops, and the trench and backfill costs associated with the service and installation of these items. All water break repairs should be expensed unless the cost is greater than $2,000 to break ground and replace a portion of the infrastructure. • Infrastructure Improvements - phone, gas and cable lines (779503) This account would include capital expenditures associated with the purchase, upgrade, installation, or reconditioning of phone, cable, and gas services up to the resident unit. This would include, but not be limited to, phone, cable, and gas installation and repair, as well as the trench and backfill costs associated with the service and installation of these items. Environmental & WWTP (Water/Wastewater/Sewer) Environmental & WWTP (Water/Wastewater/Sewer) - WWTP/WTP facilities (779601) This account would include capital expenditures associated with the permitting, regulatory compliance, purchase, renovation, installation, service or reconditioning of the WWTP and WTP facilities and associated infrastructure. Annual fees are expensed to permits acrd fees. Environmental & WWTP (Water/Wastewater/Sewer) - water/sewer (779602) This account would include capital expenditures associated with the purchase, renovation, installation or reconditioning of lift stations, septic tanks, drainfrelds, wells, pumps, and associated infrastructure. This account will include costs incurred with the installation of new or used sewage treatment equipment and water -delivery equipment. The cost of hauling sludge should be expensed whether due to nonnal operations or to maintenance or rehab of a WWTP. Equity LifeStyle Properties, Inc. Page 7 �. 1 Computer/IT Equipment Computer/IT Equipment - (779701) This account would include capital expenditures associated with the improvement, installation, or reconditioning of computers, IT equipment, technology, wiring, and other expenses involved with work done by the IT Department. Equipment/Vehicles Equipment - (779801) This account would include capital expenditures associated with the improvement, installation, purchase, or reconditioning of equipment relating to the property or property amenities (including playground equipment). Vehicles - (779802) This would also include, but not limited to, the purchase of company cars, trucks, heavy equipment, golf and maintenance carts, and mowing equipment for use at the community. Common Area Improvements Misc. Common Area Improvements - courts and fields (77990 1) This account would include capital expenditures associated with the improvement, installation, or reconditioning (that significantly extends the life) of courts and fields where paved areas exist, inclusive of, but not limited to, tennis, bocce ball, basketball, and pickle ball courts. This account should not include expenses fiom the foundations or site improvements of individual lots or the costs associated with streets, driveways, or other paths, drives, or walks. Excludes normal repair and maintenance. • Misc. Common Area Improvements - signs (779902) This account would include capital expenditures associated with the purchase, upgrade, installation, or reconditioning of street signs, entrance signs, common area signs, directional signs, and all other signs, both interior and exterior, when not combined as part of another project (e.g. signs inside a clubhouse when the clubhouse is being renovated). This does not include banners or "For Sale" signs. • Misc. Common Area Improvements - fencing and retaining walls (779903) This account would include capital expenditures associated with the purchase, upgrade, installation, or reconditioning of fencing. This includes privacy, decorative, pool, vinyl, chain link, wooden, barbed wire, block walls and the gates associated with fencing, when not combined with a larger project. Excludes normal repair and maintenance. • Misc. Common Area Improvements - lighting (779904) This account would include capital expenditures associated with the purchase, upgrade, installation, or reconditioning of lighting and associated fixtures when not combined with a larger project. • Misc. Common Area Improvements - mist (779905) This account would include capital expenditures associated with miscellaneous costs and purchases when not combined with a larger project. THIS ACCOUNT SHOULD BE USED VI RY MINIMALLY. Equity LifeSt)de Properties, Inc. ------------- -- --- Page 8 0'o • Mise. Common Area Improvements - landscaping (779906) Landscaping projects, which are estimated to last a significant length of time, would generally be capitalized. Annual maintenance of the project such as changing color schemes, replacement of expired plants, changes in types ofplants, mulching, etc., should be expensed. Site Amenities Site Amenities - (779955) This account will include those capital expenditure items that were purchased with the intention of being used at sites such as picnic tables, fire rings, etc. In order to be a capital expenditure, the total cost of a project must exceed $1,000 or greater. When charging a capital expenditure to the site amenities account, please note the distinction between making purchases on an individual basis or in aggregate. For example, if two picnic tables are purchased for $675, and it is not an invoice for a larger project; it is an individual purchase, not a capital expenditure. Acquisitions REDACTED Tenant Improvements REDACTED Equity LifeStyle Properties, Inc. Page 9 f).1 Manufactured and Park Model Homes VROMIX" Y II EgUity LifeStyle Properties, Inc. Page 10 x.12 �. �Page11 Equity Lifestyle Properties, Inn. c Equity LifeStyle Properties, Inc. Page 12 O'N Depreciable Life Below is the estimated useful life of each category of asset. The object with the above depreciation life is to match the asset with its estimated useful life. Therefore, the above table is a guideline and the shorter of the GAAP life or estimated useful life should be used when determining the depreciable life. Timing All assets should be placed in service in the FAS system effective the first of the following month that the assets are entered in the general ledger. Monthly reconciliations will ensure that both prior month and Io- date CapX spending is capitalized properly. Equity LffeStyle Properties, Inc. Page 13 01 CAPEX Tax Life Spend Acct # GAAP Life Years Acct # Years Acquisition — Land Improvements/ 776010 160010 30 15 Structures 160590 30 15 Buildings 779001, 03 & 04 161090 30 40 Building — Mechanical 779005 161095 10 40 Building - Manager Home 779002 164010 30 with no residual value 40 Furniture 7791 XX 162010 5 10 Pool Improvements 7792XX 160590 30 15 Streets, Sidewalks / Curbs 7793XX 160590 30 15 Development - of the community 7794XX 160590 30 15 Infrastructure 7795XX 160590 30 15 Environmental & WWTP — Plant 779601 161090 30 40 Environmental & WWTP — water & 779602 I60590 30 15 sewer Computer / IT Equipment 7797XX 162020 5 5 165010 5 5 160510 5 5 Equipment / pumps, motors @ property 779801 162010 5 10 Vehicles 779802 163010 5 5 Common Area Improvements 77990X 160590 30 15 Site Amenities 779955 162010 5 10 Tenant Improvements 779XXX 161095 Over life of lease 40 New Manufactured Home 150XXX 164510 25 with no residual value 27.5 10 minimum, up to 25 based Used Manufactured Home 150XXX 164520 27.5 on model year New Park Model 150XXX 164530 20 with 40% residual value 27.5 15 minimum, up to 29 based Used Park Model 150XXX 164540 27.5 on model year Getaways, Yurts and other PA rentals 778510 164610 20 with no residual value 40 The object with the above depreciation life is to match the asset with its estimated useful life. Therefore, the above table is a guideline and the shorter of the GAAP life or estimated useful life should be used when determining the depreciable life. Timing All assets should be placed in service in the FAS system effective the first of the following month that the assets are entered in the general ledger. Monthly reconciliations will ensure that both prior month and Io- date CapX spending is capitalized properly. Equity LffeStyle Properties, Inc. Page 13 01 Depreciation Expense Reporting REDACTED Corporate related asset depreciation is recorded in Depreciation on Corporate Assets. All other assets including property related depreciation is recorded in Depreciation on Real Estate and Other Costs. Accounting & Cash Management Review The Accounting Department will compare the description on the CapX invoice to the CapX spend account that the invoice was coded to, to ensure that the coding/description was applied consistently. If required, they will re -class the invoice. The Cash Management Department will review any invoice $25,000 or greater, excluding home rentals, to verify coding and depreciable life. Equity LifeStyle Properties, Inc. Page 14 a1 EXHIBIT , -3- WIT.. ?WIT; ! DATE; ��JXIOiody Gibney,,8 EXHIBIT A EXIBTA E"Z, L:2 ViA FEDERAL EXPRESS City of San Rafael Esther C. Beirne, City Clerk 1400 Fifth Avenue San Rafael, CA 94901 Equity Lifestyle Properties, Inc, 301 Forest Avenue Laguna Beach, CA 92651 September 25, 2013 Re: Contempo Marin Manufactured Home Community Dear Ms. Beirne: Equity LifeStyle Properties, Inc. and its affiliates, MHC Financing Limited Partnership and MHC Operating Limited Partnership (collectively "ELS") hereby petition for a rent increase pursuant to Section 20.12.050 of the San Rafael Municipal Code and states as follows: 1, ELS is the owner and operator of Contempo Marin Mobilehome Park located at 400 Yosemite Road, City of San Rafael, County of Marin, California (hereinafter, "the property"). The property consists of 396 mobilehome spaces. By leiter dated September 25, 2012, ELS notified all residents of the property of a rent increase to become effective January 1, 2013, 2. This petition and ELS' compliance with the Ordinance is made without prejudice to our rights in the matter of ELS v. The City of San Rafael, all of which are reserved. Please take note that: (a) on January 29, 2008, the United States District Court for the Northern District of -California (the "Court") issued Findings of Facts, Conclusions of Law and Order Thereon ("Findings") in the matter ELS vs. City of San Rafael. The Court concluded in these Findings that the Rent Control Ordinance in effect in the City of San Rafael constitutes both a regulatory taking and private taking and that the City of San Rafael's Rent Control Ordinance is unconstitutional; (b) on April 17, 2009, the Court issued an Order for Entry of Judgment ("April 2009 Order"), which reaffirmed the rulings that the San Rafael Ordinance is unconstitutional and stated that enforcement of the San Rafael Ordinance will be immediately enjoined with respect to new residents and expire entirely 10 years from the date of judgment; and (c) on June 30, 2009, the Court entered judgment accordingly (the "Judgment", and together with the Findings and the April 2009 Order, collectively the "Court Orders"). 3. The property contains 396 home sites. Pursuant to the judgment, we believe sixty-two sites are not covered by the Ordinance. 4. Pursuant to the Judgment, the Ordinance does not apply to sites that have turned over since the Judgment, and also does not apply to sites controlled by ELS. This petition is made without prejudice to our rights in the matter of ELS v. "rhe City of San Rafael, all of which are reserved. These remaining spaces have received a notice of rent increase which includes both a Consumer Price index {"CPI") adjustment allowed pursuant to Section 20.08.010(13)(1) of the Ordinance, as well as a pass through of capital expenditures incurred by ELS to maintain and improve the property. The allowed CPI increase is exempt from review under the Ordinance. 5, During 2012-2013, ELS incurred substantial capital expenses ($37,906.49) for updates to the amenities and/or common area facilities located at the Property. This infrastructure is a necessary and integral part of the property. These expenditures are the subject matter of this petition. ELS seeks to pass through to the tenants at each homesite of the property certain expenses associated with these projects, and hereby requests appointment of an arbitrator and assignment of an arbitration hearing date pursuant to Sections 20.12.060 and 20.12.070 of the Ordinance. 6. The proposed rent Increase has been calculated to be $95.72 per space. This per space amount has been calculated using all 396 sites despite ELS's view that certain sites are not subject to the Ordinance. This per -space amount does not include ELS' cost of capital which ELS also seeks to recover from the date the expenditures were made through the date the capital is recovered pursuant to the Ordinance. Further, if ELS is required to collect this amount over time, then ELS also seeks to be reimbursed an appropriate financing rate of interest during such period. This increase is necessary and justified in order to permit ELS to recoup the capital expenditures associated with the project and to provide ELS with a fair return as required by California law. In ELS's view, ELS is entitled to receive fair market rent for its property and any amount less than fair market rent will fail to provide ELS with a fair return. Without prejudice to the foregoing, ELS seeks at a minimum to recoup its capital expenditures and cost of capital as set forth herein. Pursuant to Section 20.12.040 of the Ordinance, supporting information reasonably available in support of the proposed rent increase is included with the filing of this petition. 7. A filing fee in the amount of $1,200.00 is included herewith. We have enclosed such amount based upon the amount paid in 2012 for the same purpose. If the City believes this amount is not reflective of twice the daily rate for American Arbitration Association, please advise and we will submit the differential. B. To the extent the Ordinance requires a park owner's petition to be verified, the foregoing is true and correct to the best of my knowledge and belief. EQUITY LIFESTYLE PROPERTIES, INC. Dan U.Perl's Dan Perlis Vice President California Operations Enclosures: Check #50908 in the amount of $1,200.00 Capital expenditures worksheet Copies of all related checks and invoices cc (w/enc): Rob Epstein, City Attorney (via Federal Express) Neil Moran (via PDF) Kenneth Kroot (via PDF) .Lk Kelth Meloney Equity U(W to pro orlles Ino:... :`wersForq�ee?�kk?l : '• M6040 - Cwitompo Marin 2 North Rlvor6lde Plaza `':; ::bale° 0811812:3 •• as '.: `";':: • = •:,::;: '::: Chlca o, llGOGOG •t'alripu�iaou.lp: g`•.' •= �t1?,,, . � :;•_, • - ,. 96091.4"7745 "• '. . , ,'NVFOR" ;•; _ : _ AMOUN7S:11J t XCESS'-OP. 2G,QQ0:00. One ThoUsend Two Hundred Dollais And 001100 a • j•',' {'4.'.t.4 4 4.: ►': _::;"i, ..:.:::_►;:':r.._`':: '' - - -Q., 4aA 4441a►Ral4►!l.ka4.i.l4##1#a•4'44la @.,; - ►i�►1;i00iu0- -. ia,a-#,4a#4-,i i•R kk}.R a -►;44.41 R•i,•!:#•Rittf PAY CITY OF.SAN RAFAEI. :-VQip:ftFTERQ0. DIsYS•: 1 - - ROOM 204 THE. 400.FIF EN77. 1 THAUF Y .. ORDER ' . m OF P.O. SOX 161660_ 11'5040$11' i�041203B�4i. g500��477�45u' CITY OF SAN RAFAEL Vondor ID I Locuticn_"_; i Reference Number ROOM 204 00000117£16 • 001 50908: 1400 FIFTH AVENUE P.O. BOK 151580 ReitilNonco Advico For, SAN RAFAEL CA 94915-1500 - 1 s .< .C-r.'?'As: •( '15i S - �..- 1. tr._..... Vie_ a Ti t- oma -,x tia 1- ftmu '� . % t,1'�F�;%Rv: sY E t z� e. L�i;'ik i «111�`7] 1��.,r..- i1••r.C�e y ,smOT"S"•}*,r.. 5'�,r•;Iis �,. x.y;r.lq O I► x DISC REurfltisWlh o (7 f, '1,.v' , 709216 00/16/2013 1,200.00 ZERO ZERO 1,200.00 -Y•. `!`. k -;{Y {:. ' fY a• '�,C; t"7 ti '+. - S' ti' -'-' - 1'i J' i.=-= I: ' , A 60,81 a Tbl � ''2y,. 1200.00 ZERO `I. ZERO � =�:1. _�t �� y3•�xStt: ✓`•>�; ��. x;�?, : F.`:e;:ti>. '•�:2 r:5 11, 1,200.1 ,ta- �_. Ir �ti, a t Il.c Hf .^y.•,.. �.. . i}I;- .1• ;_ :�.?. i')• 1' i. '�yj}16 t�TolB�r�s' k `E tkS»�• ��n il' !. i Y 5 � .c 4s::i :;. vl' �b 1i}. s s ' ;S �ALy a{li+....: ,1 1 200.1 1 L-�fii•y1 :1 rl. li -c. SY n�:.4 :�•,auli 3� i.kf r.-,..., s..w`1. {�i 1,. i a.} 1. r C . Contempo Marin Capital Expenditure Worksheet September 19, 2013 Project Categories Check Date Vendor Description Amount Environmental - Water/Sewer September 8, 2412 SYSTEMS OPERATION SERVICES, INC. Replace ABS Lift Station Pump $7,500A0 October 3, 2012 SYSTEMS OPERATION SERVICES, INC. Replace A$S Lift Station Pump $7,500.00 November4, 2012 SYSTEMS OPERATION SERVICES, INC. Installation and parts for replaced abs lift station $1,S9S.07 Vehicles December5, 2012 BUCKS SAW SERVICE, INC Repl Sitting Mover $8,603 A2 Streets & Driveways May 12, 2013 UNSCOTT ENGINEERING CONTRACTORS, INC Drainage Improvements $12,708.00 Grand Total: $37,906.49 Annual Resident Portion (396 Sites): $95.72 Monthly Resident Portion (396 Sites): $798 Sep 0412 01:06p CONTEMPO MARIN 416470684 p.3 P4r.,." :r System Operation Scrylee5, TnC, `-m.w —� = Treatmem Systont Operation & Montlorin 9cptombur 1, 2012 contempo Marin 1400 Yosemite Road San Rafael, CA 94903 KITN: James Router, Manngar PED,11) No. 94-3169809 Projeet: 76,100 Invoioe: 12-0901 INVOICE FOR PROVESSIONAE SERVICE'S rendered In Aasust of -for for operation of the pT•I adjushnent systotn for suliide control eugUqtI-COIY El!,'1'EA COST S 1,650.00 EXPENSUS Now ABS lift statiou puznp KS 7,500.00 Currently Due $ 2140 Shattuck Avcnua, 214 Floor, Ilerketey, CA 94704 0'i'd (80D) 699-7674 or (510) 549-0584 FAX (S10) 23 2-3 79 6 Paga ;1 911A0E0 MAMaAt OMbMLYfJ(N(4r ilibM "AT TOP 70 GReUl At DMOM itt 1 tt n.. S r.. 4uai dill i?%ilN)s �n•y,. •,•,:J:,1 .� lY.i/ ' ;{fid �.� fan/�eu lrfl •�.� •; P. �7ar,M•�• '� �� '�Sj IEi.S �� ,• chcckN:r�esiss9 ell ,, .� Pzy 9xaeily "Nina Thousand one Hurklrod Flhy and 001100 .US Dopors" A nnount 4.0-0,f60,00,f6016o,00ao 7otltc SYSTEMS OPERATION SERVIC65, 1110, DAoLn ar WELLS FA1f009Ah4 NA. ,n, •, WW"OCAlfs I M 7,u i110t1 1 4a �1yf4dlr • ArwtsWnfriODS A+�..rwayJfsq i U a■000 Lp[3 a,55gn■ r:p4 � 203l124r:9600 irf774SM' 39033399 Seq, 74 Batch; 557884 Date: 09/18/12(ice ro pu • —r - •• ••: talb'd9r� 99/18l1Z �n� 967J4 } CCrsIY461oli5 0M, Lli 3.t4s Annslss .. ii' .—. • _ r I�,.t-i ti 6C781rA� tr,ltrlA 8C .CAf-}19 �$ p Amount• 9,960,00 Aocounl Name; MHOOPERALP Chock 0: 9081659 A000uni Number: 4600947745 Posl1no Date: 0911012012 Raullag Number. 241263023 As of Dalw, 09114/2012 Descripllon: CHECK PA10 ilam buquanca Number. 8888670702 YO Copydghi 7.00?. - 2013 WDlls Fnrlla, All dghts rosorvod. Sep 28 i2 02:28p CONTEMPO MARIN V System Operation Services, Inc. 9'rcnimcnt Syatonl Oparulion � tdonilarin Soplemlor 28, 2012 Contewpo Marin 1400 Yosemite Rohe Son Rafael, CA 94903 A"ITNT; James Reuter, Manager INVOICE 496479681 n1?D,ID No, 94-3189809 Project,, 76.100 Inyolce; 12-0932 ICOR PROFESSIONAL SERVICES rendered in Sepatelnber of 2012 for operation of the pfi adjustment sy&tern for sulfide control TASI{ COMPI ETBD COST ejo September $ 1,650.00 LOOL4D �r L,XPENSES New ADS ilft st41tlen pump $ 7,500.00 -I q(00 - Currently Due ' 9,150.00 p.2 o� �0 D U*19i 214D Sheeuck Avonuo, 2" Floor, Borkclrj, CA 94704 i Tel (800) 699.7674 or (M) 549•D584 FAX (SIO) 232.3796 C. �� Pagol WAM ABM GILAOUALLY 0MOE(ADUIKOF AT We VOOREgN AT POTTW • P irtyf'146 041 rill stow# it .1 -,- 'Mjy.% .,. . . (Mt $I., It (406 Ca. Pay exactly "Mao thousand Ono Huildrod I Flf(y and 601100 -US DolInn; Affiowal 70141C SVSTEtj$ OPERATION SERVICES, 1110. 01101111 WIM FAI100 PAN&"& Is Ms MJ LN' 1:04 ?0 3a 2'11:9600 Lto ? ?4 Sup 40358878 Sell: 191 Batch, 1332754 Dole: 10109112 it' :e 6A 64: 6JIM0 M. 'UrkL161 Milo SC 04-112 .9 MO 0 L< Amount, 10,160-00 A000unt Now M HCOPERALP Cock Il:1D87601 Account Number: 000007016 Posung 01110: 10MV202 Reuling Number. 241253023 As of Dole. 101,1112012 Descrippon; CHECK PAID Item Saquonce, Number: 0180060101 OCOPPICIII2002-2lDl3Wolfs r-ijrflo, All ilghisrosoNad, Nov 011208:11a CONTEMPOMARIN 416479681 p.2 thigNo System Operation Services, lite. i mannent SyStOm Opornilon b, Alorthorin Onohar 31, 2012 Contempo Marin 1400 Yosemite Road San Raft►el, CA 94903 ATTN: James Reuter, Manager INVOICE FED,ID No. 94.3189809 Project: 76.100 Invoice: I2-1021 FOR PROFESSIONAL SERVICES rendered in October of 2012 for operation of the pYl adjuslmont system for suftide control TASK COMPLETED COST October $ 1.,650.00 EXPENSES1' JnstaIi new AES 1n lift station #15o'd-T S 1,125.00 � � Additional parts for repair $ 407.07 G � mc -F -- 1pCitkp 12 D Currently Due S 3,Z45.07 Cal" (U C(U( o 2140 $hauuck Avenue, 21 Floor, Berkeley, CA 94704 6 Tel (800) 699.7674 or(510) 549.0584 FAX (510) 232-3796 Pago :1 6t UOEO MEA MST UMIAIIY drAWS /LION IIIUf AT IOP TO Onet=.N AT DOTTOI,t 3`S ,t4 ti.;rt- ✓., t i i1i .'tCi :: .:•> t -k�y ,' . 'nk t3.t�it)a a t. s"...•„k•+.Si '• �°+; .t t� I 1?� ' ) tars".414.'vitt „ f1r)r,IGtO •,{ ' . x.�a, }t , ; thltNe, )t , +iv'.'a`: , . �„ 3-•' t •`tile 'I}►A• Date! 12/641201.2 , Chock 6: 1095252 rr�ti� "Pay Exactly "Three Thousand Two Hundred PorlyPlvo and 071100-U8 Dollar$ Amount 3. "3,245.07 101111 SYSTEMS OPRATIOII SUnvxces, IHc' wnintxppt,t�s QkNR or WEILSFARnowlKIIA• t. t, i�,;r:� ctwctaea eipplE 7 .t .tic '�k� �.,-�..� L .. -�Ih+/ •tJt . ,��+ 'j� ti: :9 .•�• .ar ' ii r.Ntow,o+urna0)tM.•ir+ac{e+a+u ��.�^t�•' '- - st��,•..r .fit'. .Y..�• •iy-�, + t.+ �� ,.•.i4�i .i••4)'. 'tH..�•.t .. A'ODOL0952520, 1: 044ZQaa2111:96001147745p 42070382 Balch: 112198 g _rg pato; 11/13/12ti �z� ” ..., •• �� ATT11�9�ICGs73�liBill` ..:.. ,• . :._; .. .• .. .. a�{--•-p � GTi . Hitt tIYs'lei Ae " fs }t t t It •_ -:., 1 � B wC,Qtrt►lar u,(n ec CAl-(I1 Amount: 3,246.01 Account Mamo: MHOOPSRALP Chsak P.-1005252 Account Number:11E0014n46 PoslbV Data: 11/1617012 Houling Number: 241263923 As of Data', 1111612012 DoWpllon: CHF -QX PAID tion; Sequence Number: 8688265557 o Copyrlglit 2002 - 20i3 Walls forgo. Ail rights rosoNod. C',� l:tRi W.e;bi l -F f�,t��yC f l.iC'".w.S; ':zip..—.�^4.,; •. .,`' �I'..-..-4-.-':wZs CASH SALE AVAIL CR: DATE:11/25112 CSIf 2]SSI[ 2]PO[ j DELI Y] Page: t -1 M CUSTOMERPq 1335 CUS•Ti MER.; �- n-u [CONTEMP.O MMUN ] SHIP [400 YOSTMITE RD ] TO rPt SAH RAFARL CA 94903 [ . CMDIT CARD ONLY ] [ j `�`' :z-- ATTN OF [ _s`_ a:. ' Line Part Muni ber Description Qty Net Total T:, "136 IS600MAV1944 ISSOOZ 1 HP .KAW1 44IN 1.0 578G.00 5780M T'': :: RtM SH-2O16302685 1. `335 560O548 2RAG TURBO CICT 44 1.0 1915.00 1914.00 It F..Lll FRT FACTORY MIFEIGHT 1.0 250.00 250.00 '< FF—F1 is ti-T . 1 �> f l S D, `° . -- 11D 1451 Q J: Sub -Total: 7949.00 : z . Or This is a CASH Sale Mist0.00 T,+ I 9 - 8.50096 Tax. 554.42 ; ,,.,,..Invoice O.K. ( Y, N, D,,p, T., C, F3 , I , Q ') : [ Y ] N! : ' ! e Xnvo�ce `dotal. .8b03 . 4L N• - O Z C ....._ •• 6,IAOEOAFIEAN051'GH"A11YCHA►i(.M0116MOTODt0aREENATBOITOM hkpp1N1�4lN. '" i,• 141f7/Ill t •r f t OgrfA urufl4r q+tf, slil. qf. . l <a+ueo, n lftel .�* Dels; 27/05/2012 ' , Ls C11ock V; 1101451 Pay gxaclly " Elpht Thousand t3tx Hundred Throo and 4P11DD •US Dellers " Amount 3""8,103.42 10110 DUCKS SAW SERVICE. INC ORDER VROAFiFA W 6AY6 or WEICSFA1100DANK.11A. �vcnd!'i�cu 9aq�oe . , A7RWJI QNttii400 Rlo-VliM t}+11wf in' nfQOp>;il]14S1a` I:p4L?03Fl241:g60Qf,47.71,5M' 9 ! Y3 ' •! i91 1 C<i s8C'rts[�r� 7_ OG.^1 �2 � ]1 d %1211U-11 Cit $ Dao 10, Ff?I i Wt1wrAi•1'MUCA l AWF IELD cry lit a.u�a.,.aYNlw_v__...nFaww�.eovana. �.r.ur.!lR�iawuw... w.na.w evass.vnr�vulw mldwM�Iw.aw�Y Amount 8,003.42 Aoumnl Noma: MHCDPSItALP Check 11:1101461 Account Number. 0000147745 Posling Ualo:1211012012 Rouling Number: 241253823 As o1 Dolo;1211012012 PoRdp0on: CHECK PAID Ilam Sequence Number 8082746000 JO Copyttglit 2OD2.2013 Wells Fargo. All rlghis reserved. Linscoft Enaineerina Contractors. Inc. 397 Smith Ranch Drive 416.479-6657 San Rafael, CA 94903 415492-1765 California License No. 477476 Fax: 416-492.0301 March 18, 2013 Ken Brownfield Contempo Marin E -Mail: contemaotrtarin(a eaultvlifestvie.com RE: Drainage Improvements No. 67 and No. 79 Billing Work as contracted per proposal February 19, 2013 Work complete March 11 and 12, 2013 No. 79 $ 71109.00 No. 67 $ 6,599.00 Total Amount Now Due: $ 12,708.00 A charge of 1 %:% per month will bo due on all balances 30 days after statement dale, {� 1 of 1 �a F, to DoCUSIgn Envelope V F9DOB480-2809-4866-8AEC-AAD10E1C5D12 Linscott Enaineerina Contractors. Inc. 397 Smith Ranch Road 415-479-6657 San Rafael, CA 94903 415-492-1755 California License No. 477476 Fax: 415-492-0301 February 19, 2013 Ken Brownfield Contempo Marin E-mail only: contempomarin@equitylifestyle.com RE: Drainage Improvements Proposal We, as contractors, having examined the jobsite, provide the following scope of work for the included lump sum prices. Scope of Work No. 79 Remove and replace concrete rolled curb and adjoining asphalt to accommodate new curb with proper slope for drainage. 1. Saw cut asphalt 1 ft. from the concrete swale for the entire distance to be removed, Approx. 115 LF. 2. Break up concrete and asphalt. Load and off -haul to recycle. 3. Grade and comppot subgrade Subtotal Items 1 -- 3: $ 3,120.00 4. Place form board to grade 5. Place and finish new concrete swale Subtotal Items 4 — 5: $ 4,629.00 6. Pave next to new concrete swale $ 1,590.00 Total Items 1 W 6: $ 7,109.00 Page 1 of 2 Docu5ign Envelope ID; F9DOB480-2BO9-4866-8AEC-AAD1DE1C5D12 Unscott Enaineerina Contractors, Inc. 397 Smith Ranch Road 415-479-6657 San Rafael, CA 94903 415-492-1755 California Ucense No. 477476 Fax: 415492-0301 1 Ken Brownfield Contempo Marin (� , RE: Drainage Improvements �(! Proposal February 19, 2043 No. 67 Remove and replace existing concrete rolled gutter (approx. 85 LF) and adjoining asphalt Remove drop Inlet top and replace at a lower elevation to provide slope for drainage, Lump Sum: $ 5,599.00 The work will be done under the direction of Contempo Marin. If the scope of work varies from the above description, the price will be negotiated This price does not include allowances for. Fees, permits, bonds or required deposits. The contractor has not verified this scope of work with any public agency. The contractor will provide Workmen's Compensation, Public Liability, and Property Damage Insurance. Increased limits and special wording on certificates of Insurance will be charged at our cost plus fifteen percent. Payment will be due upon completion. No retention will be withheld. If a suit is commenced to collect all or a portion of this obligation, the contractor will be entitled to attorney's fees, as the court may deem reasonable. An administrative charge of 1 % % per month will be due on all unpaid balances thirty days after the statement date. Robert E. Linscott, Jr. Linscott Engineering Contractors, Inc. Page 2of2 Jill I -- 5j llie♦;D ARF% Mr GnADVAI V GIfHhIa FI WM 1fI 1lP Af rPP 1d aA9W AT 60"UM 1 bHi ?Iw slll ►1916, $1111 MG '191 si-w/11J WIMP, n NHr Date: 65/12/2013 ELS Chock #: 1134722 pay Exactly I ; Uiti�l��H1Et�i Amount to'nte LINSCOTT rNGTNURING CONTRACTOIIS INC lu6Arlb,,opAr/ � onoeu WEueFA%OOMIK HA, >ucaacsa�a t,ipTilt � + ,_ '• ...-- - - • � /m'euPn,l�3.�Dfjet+nha6++lyi►I ., t b10t30?,id47ide1 t.Il4L2p3i1�4tt'il:OQi47745a� 51441326 G Y3 6(3101>12114-1077< A i9 viz / v:�ov�v�v� Amount 12,708.00 Chock #:1134712 Posting Dale: 0511712013 As of Date: 05/1712013 Addlllonel Item Detella: 0000016 +000000D20090004 VAN REFf1:000000806342025e b'+Copyfight 2002 - 2013 Wohs Ferao. All riglits rosoNed, Account Name: MHCOPERALP Account Number: 9600147746 Routing Number: 241263023 Type CodeiOeso4pllon:41610HECK PAID Clem Sequenco Number: 8803420258 I A A P080 :] *1:lf:Iim: ::X-diB T B Contempo Marin 400 Yosemite Road San Rafael, CA 94903 Phone (415) 479-6816 September 26, 2014 VIA FEDERAL EXPRESS City of San Rafael Esther C. Beirne, City Clerk 1400 Fifth Avenue San Rafael, CA 94901 Re: Contempo Marin Manufactured Home Community Dear Ms. Beirne: MHC Financing Limited Partnership and its affiliate MHC Operating Limited Partnership (collectively "MHC") hereby petition for a rent increase pursuant to Section 20,12.050 of the San Rafael Municipal Code and state as follows: 1. MHC Is the owner and operator of Contempo Marin Mobilehome Park located at 400 Yosemite Road, City of San Rafael, County of Marin, California (the "property"). The property consists of 396 mobilehome spaces. By letter dated September 22, 2014, MHC notified all residents of the property of a rent increase to become effective January 1, 2015. 2. The property contains 396 home sites. Under the City's rent control ordinance ( the "Ordinance") and applicable state law, certain tenancies and/or spaces are exempt from rent control. 3. The remaining spaces have received a notice of rent increase which includes bosh a Consumer Price Index ("CPI") adjustment allowed pursuant to Section 20.08.010(8)(1) of the Ordinance, as well as a pass through of capital expenditures incurred by MHC to maintain and improve the property. The allowed CPI increase is exempt from review under the Ordinance. 4. During 2013-2014, MHC incurred substantial capital expenses ($32,887.97) for updates to the amenities and/or common area facilities located at the property. This infrastructure is a necessary and integral part of the property. These expenditures are the subject matter of this petition. MHC seeks to pass through to the tenants at each homesite of the property certain expenses associated with these projects, and hereby requests appointment of an arbitrator and assignment of an arbitration hearing date pursuant to Sections 20.12.060 and 20.12.070 of the Ordinance. 5. The proposed rent increase has been calculated to be $83.05 per space. This per space amount has been calculated using all 396 sites despite MHC's view that certain sites are not subject to the Ordinance. This per -space amount does not include MHC's cost of capital which MHC also seeks to recover from the date the expenditures were made through the date the capital is recovered pursuant to the Ordinance. Further, if MHC is required to collect this amount over time, then MHC also seeks to be reimbursed an appropriate financing rate of interest during such period. This increase Is necessary and justified in order to permit MHC to recoup the capital expenditures associated with the property and to provide MHC with a fair return as required by California law. Pursuant to Section 20,12,040 of the Ordinance, supporting information reasonably available in support of the proposed rent increase is included with the filing of this petition. 5. A filing fee in the amount of $1,200.00 is included herewith. We have enclosed such amount based upon the amount paid in 2013 for the same purpose. If the City believes this amount is not reflective of twice the dally rate for American Arbitration Association, please advise and we will submit the differential. 6. To the extent the Ordinance requires a park owner's petition to be verified, the foregoing is true and correct to the best of my knowledge and belief, MHC Financing Limited Partnership MHC Operating Limited Partnership 4. By: Dan Perlis Their: Regional Vice President Enclosures: Check #71666 in the amount of $1,200.00 Capital expenditures worksheet Copies of all related checks and invoices cc (w/enc): Rob Epstein, City Attorney (via Federal Express) Neil Moran (via PDF) Kenneth Kroot (via PDF) Keith Meloney E - Z3 Contenlp® Marin Capital Expenditures Worksheet September 1S, 2014 Invoice Date Vendor Description Amount June 30, 2014 Caron Climate Control Replacement of HVAC system in clubhouse/office June 30, 2014 Caron Climate Control Replacement of HVAC system in cIubhous%ffice - permits February 28, 2014 Unscott Engineering Replacement of lagoon pump gate April 17, 2014 Peter Levi Plumbing Replacement of PRV at 169 Yosemite Road July 8, 2014 Peter Levi Plumbing Replacement of 2' section of main line 77-78 Yosemite July 11, 2014 Peter Levi Plumbing Replacement of 2' section of main fine 253 Teton June 11, 2014 Gym Source Replacement of gym elliptical Grand Total, Annuaf Resident Portion (396 Sites): monthly pass thru $14,400.00 $1,720.00 $5,627.86 $2,643.00 $2,485.00 $3,669.00 $2,343.11 $32,88757 $83.05 $6.92 Fqully LlfeSlyle PropDriles, Inc. 71666 M6040 - Contempo Marin WovFergoBonk rrA Data 49/09/2014 A ez 2 North Riverside Plaza VmWoo,oN _.._._ 12 Chicago, IL 60600 For ,26M5r aption 1, optbn 2 s cat, h0 91)0147746 i TWO SIGNATURES REQUIREt7 FOR AMOUNTS IN EXCESS OF $26,000.00 One Thousand lRVo Hundred Dollars And (10/100 " i a k{ a 1 f k k t f ; t; t t; 1 f f{{; i ; t/ R♦ t R;; a; f f Y Y; t; z; t, t; f i a t; t t• a k{ k{ t a R $ Ml ai1.200,00 PAY CITY OF SAN RAFAEL VOID AFTER 90 DAYS r TO ROOM 204 BOER 1400 FIFTH AVENUE P.O. BOX 151560 110716&611° 1:01, h 20313 2LI: 9LOO h[►YYL, Sill iCiTY OF SAN RAFAEL- — Vendor Ip_ / Location Reiarence Numberl 1 1ROOM 204 0000011788 W- 00'1 �71G661 i 1400 FIFTH AVENUE �� , fA,O. BOX 151580 Remittanco Advice For: !r! }SAN RAFAEL CA 949154560 I 883621 09/0512014 1,200.00 ZERO ZERO Filing Feo I S 1 1,200.00 E-Z�- Item DOWN Amount 16,120.00 CMckBI 1240050 Posting Dale: 091001204 ASCrOale, 0010912014 Issue Date, 08(2912014 Add,!ionallleni Details 0000011 +00000007454920 MI REM00000W821561447 AccountNumterlAccokmiName 0800 14 774 SlfAHcoPERALP Roulliiq Number 241243823 Mcripl-on CHECK PAID Payee: CARON CLIMATE CONTROL Ilem Sequence Nuntw8102551447 C- Lk f3a.i 1014"ilta 01.61 par C.""IF IQj -1wd XOM -Be VA., hcomi LI, -1 -p, 9111 �--, PtP111 Rif Add,!ionallleni Details 0000011 +00000007454920 MI REM00000W821561447 AccountNumterlAccokmiName 0800 14 774 SlfAHcoPERALP Roulliiq Number 241243823 Mcripl-on CHECK PAID Payee: CARON CLIMATE CONTROL Ilem Sequence Nuntw8102551447 C- Lk 7irrt+ rj&x RL%mbn iZ V ,7 r it %a-,1bCcDc AaBoccoc Azl8b( 4aBbC4 -,IBI)( AaElOCCE k-, x. ;e A,- pl;*!.! FJ .11", TO (43 all A7 ul.,,�,C, TL 1.cs Dace: e3/z2139I- 71SA I- Check 2,201076 D, L Pay Exactly �Fry Thousarg Six.,Htj rod TweMy-Seven ar Mt,00 _US D0,18M Amount r4 and To rviE LINSCOiT SCINEERING CONTRACTORS INC f QF WZLLS CARGO SAJO; H.;, 110001 20 10 7 GA* 1:0). 12039 2LXr,&00 IL. ? 745e 216 0 2 6 1 6 S vz - n A1 5r r tern Details Amount- 5,627.85 Account NurnbedAccount Name, 960014774SIMHCOPEFZALP Chcr-k #:1201076 Routing Number 241253323 Posting Date: 0313112014 Type CodeVasaiption: 475/CHECK PAID As of D3tL-: 031"1112014 R to rn Sequence Number M0372S.42 Addticnai IterDetail- 00DOU2-00000003458,271 VAN REF:0000008680872942 yright, 2002 - 201d'vVells Far o All Hch s reserved Page: I oY 1 Ai3bCcOCAa"tccoc AaBb( AaBbCi Aa13b( I-Blocc, X 11 abc X, x A.,- 'c Pay Exactly —Tw?.Thou.sand Sk.x Hundm.dfbrlt.y-'khte? and.0011 00 -US Doulm -ate PETER LEVI PUMINC, INC CMAR wELLS FARr-O ZAN K. K rL 983133 ED t o P, Z O I Item Retails Amount.- 2,543.00 Ch Gok .1211493 Posting Date: 05FIS;2014 As of Date: 0511912014 Additional lLerrr Details. OODD042 -000000018350471 VAN REF'Z: ODOOBOBTSG949415 �•- Capyright2002 - 2013 �Ic=lls Faro .411 rights rzswed Cra"e" Check -,-- LZ11493 Amount 171A 6) 011, 0 zFgA. Account NumbedAccount Name 9600147745IMHCOPERALP Routing Murnber. 241253623 Type Code/De-sciption: 4751CHECK PAID Item Seatience Number. 8786949415 4 — iE 0 :1 ;, M c , :n;trt L runic; ritw Roman J. AaSbCcDc AasbccacAaBb( AeBbC4 AZIBIA AaSbCCL A Sp.)ti-. 4tadirrq I H.Iadng Tizit 5L:5U:1C C Z jr Z LS es o 51. 2 lip C, Pay S)cAcily —7 vrn sandSIX M "r4r'�dTvdcn�'.Foutanc'CIWI()O -Us Dollars — To rtw_ r4 PETER LEVI PLu%1R1x4;, 1C 0 .7 4, Q w I *SLLS FA.RCo Fi 1:3`120382L1 6 C 0 1 E. ? Mill nn Detal Is ED m CO Account Numb e, dAccourit Name- 96001-47 74 51161 HCOPE P ALP jr Z 51. 2 lip C, 0 .7 4, Q Fi nn Detal Is Amount: 7-624,00 Account Numb e, dAccourit Name- 96001-47 74 51161 HCOPE P ALP Check T. 1232388 Routing Number. 241253823 Posling Date 03/1112014 7voe Code;Desaiprion- 4751CHECK PAID _s of Date 081I11201 -d Payee' PETER LEVI PLUMBTNG. INC Issue Date 0810112014 liem Saqu%*irici Number 8284701101 Page, I q, I .Yarns: 50 �jr Acouni NstribOm II Aftiont fwaol we inI c71745M IWO PO APIWOut APMVIO htft;n9aR7te:"ft Distbal Raul; (110 Ncoun[Aniount ii Type; imom pcmid-fjz: Il. SNte1I F. —io,, I FRI-RA I]$ FIX(o)-m IF • 1 I 2 ('50 VID --.X I IIE6 2.11-11, to 119C I�el QIKIN� 1411,11 i'i.`LLW5�40 ZII�vl.' M type: Accunl; Will 90 Ilumber SAN AFAV, CA 1101 (ITS Ruat vile: ret1: lrms lWnb2rr 1.1.17 ladu Dife; ii i�lt Da (mv Palmenllums: Nivol [tit IwOoh code., conrilead Acouni NstribOm II Aftiont fwaol we inI c71745M IWO PO APIWOut APMVIO htft;n9aR7te:"ft Distbal Raul; (110 Ncoun[Aniount ii Type; imom pcmid-fjz: Il. SNte1I F. —io,, I FRI-RA I]$ FIX(o)-m IF • 1 I 2 ('50 VID --.X I IIE6 2.11-11, to 119C I�el QIKIN� 1411,11 i'i.`LLW5�40 ZII�vl.' A' AaSbCcOl: Aaa:occDc AaBb( AaBbC, AaBb( AaSbCcE lkhtl R-vn.)n 7 33 j- V x) x' A., ,IV A iU � OR-; 1140:2141 '(10SOUL. heactrp, S!3c4r:&,: Ts' le IM age IiA_'Cll AREA L=Y GAAZUA.LY VIA:;;,t ;t1V.( M. C 7 TcNP 10 GAMIN: oc—.G=e Dole. Q3j04j2eia i ELS CftCk V: 1233169 Pay Exacity —Three T housand Six Hundred Siody-Mirre and DWILOO-US Dc'Jars" Amount PETER LEVI PLUMaING, INC ORC-CR of FARGO 2 3 3 ICALt' t:c L. L 2c 'R 2tX9600 I L. ? ? L. JIS312451 U 4t h A z3k c it o- 0 :Y. . Item Details C".. 'Account Rsrne- 9600147745MIRCOPERALP movn* 'count Nu, t, v 3,669-00 Ac mber, chack =, 12-33169 Routing Nvmber. 241253323 Post;nq Ome: 08MV201 d Description: CHECK PAID As of Date. 0811212014 Payee PETER LEVI PLUMBING. INC Ite, n Sequence Nurnber SM6SIOSI Issue Days 0$10412014 Page, I of 1 55 Timez T: r:. ;onuR 12 ;r .. r 1 11 riabCc3c. Aa5bccDC A;-tBb( AaBbCf Aa1B'b( na3bCd _ S P - ai.c ac, :c` n5'� i� �••�_- _ 'tJa:1:31 573aSv.,ya_ HcaCtr^y: lieoc:n. tglr Su�:�Cc �h':� • l r,�y f0•eti]d. 190., Lat• Zwa• ••• f �-1t/C: I W.rJatC: 071g5/201b 71 K EL$ cncck i3zsz73 1 Pay Exactly "Two Thous;rr 7 Thruo Hundred Forty-oThmc anc 111100 -LIS C6011ors" - TO r,19 GYM SOukcl I Ogacs� a Amount YCm KI{,M Yt i""r5 1 1 { - a �•❑Q❑1c2�2?3�' =:7t,3?D5o2�t:gb❑D1L77�St ;r f44tJlbij3 i �Y1i f 1 ? 4 �0ars0pS1 ,. i bhcbstor Eank, NAfleh torbury, Cr P6720sZI1170101< N Timez T: r:. ;onuR 12 ;r .. r 1 11 riabCc3c. Aa5bccDC A;-tBb( AaBbCf Aa1B'b( na3bCd _ S P - ai.c ac, :c` n5'� i� �••�_- _ 'tJa:1:31 573aSv.,ya_ HcaCtr^y: lieoc:n. tglr Su�:�Cc �h':� • l r,�y f0•eti]d. 190., Lat• Zwa• ••• f �-1t/C: I W.rJatC: 071g5/201b 71 K EL$ cncck i3zsz73 1 Pay Exactly "Two Thous;rr 7 Thruo Hundred Forty-oThmc anc 111100 -LIS C6011ors" - TO r,19 GYM SOukcl I Ogacs� a Amount YCm KI{,M Yt i""r5 1 1 { - a �•❑Q❑1c2�2?3�' =:7t,3?D5o2�t:gb❑D1L77�St ;r f44tJlbij3 �Y1i f 1 ? 4 �0ars0pS1 20140710 (<LOCKOX - FOR DErOXXT ONLY ToHIN NAMED PAYEE bhcbstor Eank, NAfleh torbury, Cr P6720sZI1170101< N P { n Item Details Amount- 2.41 Chadcb 1225273 Posting Owe: 07/11/2014 As of Date: 07M11201d Issue Date- 0710512014 Additional Item Details: 0040023 -000000017015005 VAN R.Ef,"�'.000000868SX5215 j W Copvrtallt 2002 --2011, Jls Far4o. A11 nghts rzserfad �— �J ,=scour, Nur.-.berrAccount Nxre: 56001d77451IVIHCOPERALP P,et", g NurnbLr. 24125382 Tvpe CodefDesttipaion: 4751Ct{ECK PAID Pav_:e- GYM SOURCE Iter: Ssqu--nu Number, 0686305245 i 14 WOODLAND AVE CAR O W SAN RAFAEL CA 94901 4637860 CLIMATE Ph. (415) 453-9323 Fax (4181 4535810 `CONTROL i www.aamnc11meteccntrol,ngm uc.dsa7eeo BILLTO Equity I.Yestyie Prapertles Ino, Contempo Merin 400 Yosemite Road Sen Rafael, CA 94903 13ESCRIPTION DATE WORK PERFORMED: 8/12/14 Replaced HVAC #1 end HVAC unit #2 as per proposed, Now units ere Tryant° Model 0 574DNWA43090N and Model #57DPVVA60090N. Installation includes (Q) yaar parts end labor warranty and all facL•ory implied warranties, COST AS PER PROPOSED; Thank you for your business, INVOICE DATE WMIDENa 09/30/14 �� 13604 JOBLOGAMON AC #1/AC #2 Replacement TERMS ' DUE DATE Net 30 07/30/94 QUANfTY RATE AM11UNT 14,401].00 14,400,00 TOTAL $14,400,00 PAYMENTS/ CREDITS $01,00 BALANCE DUE $14,400.00 � CARO 14 WOODLAND AVE y- 834807 SAN RAFAEL, CA 83 Pe. OB37880 h: (415) 463.9323 Fax: (419) 4935810 COON www.camnallmotscontmi,bom Ilii 1d Ill. i I i '1. 11,10 LM-00371360 BILLTO E-qulty lifestyle Properties Inc. Contempo Marin 400 Yosemite Road San Rafael, CA 34803 DMCN1PTION f DATE WORK PERFORMED, 6/ 12/14 Feas for the Title 24 building analysis, documentation and building parmit, Fees: Thank you for your business. INVOICE DATE INMIM NEQ OB/30/14 I 13603 JOB L OCAVON AC #1/AC #2 Replacement 400 Yosemite -MRMS t DUE DATE NeC 30 07/30/44 QUANIIY RATE I AMOUNT TOTAL. 1,720,00 1,720.00 $1,720.00 PAYMENTS/ CREDITS $0.00 BALANCE DUE $1,720.00 '34 Unscott Engineering Contractors, inc. 397 Snllh Punch Road Sun Rofnal GA 94003 CA Uo. No. 477478 Peter Marshall Contempo Marin 400 Yosemite Road San Rafael CA 94903 E -mall: contempomarlrt_mgr@equltyllfestyle.cam RE; Lake Drainage Pump Station Slide Gate Seal Roplaceiment Invoke #1665 416.470.6657 Fax: 416.492.0301 www,Ilnsco"Ino,com February 28, 2014 February 26, 2014 Wednesdav, Pre -order NOS (obsolete) replacement slide gate seal kit from Waterman Industries. Construct temporary central roof peak rafter system for supporting large blue tarp to shield entire pump station from major rain event Impacting area, Set up tripod, winch and harness system for confined space rescuelrecovery of scuba diver working within submerged pump station Inlet chamber, Shut down and lock out 14" vertical propeller pumps, Suit up and lower diver through Inlet chamber with winch system, Water Is extremely murky and visibility Is near zero, Water level Is near high tide, gracklsh creek water Is flowing forcefully theough failed gate to rapidly refill lake from previous low tide drain off. Inspect submerged 36" lake water intake pipe and find pipe Interior to be heavily encrusted with marine growth buildup, Perform Initial blind Inspection on slide gate and find that gate "feels" Intact but slide portion of gate Is 6" up from lower seal even though vertical steel operating shaft Is all the way down. Operating stem appears partially disconnected, Eventually take sledge hemmer under water to farce gate movement and close completely by tapping down, Once gate is closed, swift tidal current ceases and Inlet chamber becomes much easier (and safer) to work In, f,lnscott Engineering Contractors, ino. 416.479-6657 397 Smith Ranch Road Fax; 415.492-0301 son Refael CA 94903 wvn 1inscotlinoxam CA Lia. No. 477476 Peter Marshall Contempo Marin RE; take Drainage Pump Station Slide Gate Seal Replacement February 26, 2014 Wednesdav - continue Scrape and clear heavy marine growth from flrst 6 feet of lake Inlet pipe to facilitate Installation of 36" pneumatic block plug. Suit up second diver to assist with block plug Installation as plug buoyancy Is too much to overcome with solo diver. Plug Is successfully Installed and Inflated, Dewater Inlet ohamber by turning on one 14" pump. Slide gate and portions of inlet chamber that have been submerged for 18 years can now be seen, Slide gats appears relatively Intact, Seal leakage Is evident. In addltlon, water Is also emerging from local concrete partition wall erosion near perimeter of gate. Find that 11/2" stainless steel veriloal operating shaft has worn through and broken sway from lower attachment flanges. Raise shaft and reconnect to gate temporarily by moving retainer bolt to top of cross support angle Iron piece, Document findings with dlgltal images. Test gate operation by opening and closing with gear operator, Gate appears to function satisfactorily, Seal and concrete erosion leakage remains but this leakage Is InconsequentleI and reduced when chamber differential pressure is less and Is for exceeded by pump capacity. Due to predicted continuing severe inclement weather, station Is restored to operational status by removing block plug. We recommend returning to station during dry season, when station can be put offline for several days without concerns for park flooding, and performing seal replacement and concrete erosion patching at that time. Remove plug, disassemble rale roof system, clean up and return equipment. Restore pump station to operating status. Linscott Engineering Contractors, Inc. 415.479.6657 397 Smflh Ranoh Road Fov.410-492.0301 San Rafael CA 94903 WWN- lnecolUrio,com CA Llo, No. 477476 Peter Marshall Contempo Marin RE: Lake Drainage Pump Station Slide Gate Seal Replacement Febmary 26, 2014 Wednesdav - continue Jobsile Foreman 8 hrs @ $1001hr $ 800.00 3 Laborers 24 hrs @$76/hr 1,800,00 Scuba Dlver#1 8 hrs a@ $160/hr 1,200.00 Scuba Diver#2 2 hrs @ $160/hr 300,00 Confined Space and Rescue Equipment @ $200/day 200,00 GNI Waterman #WO00121320 (seal kit) 879.00 The Bardoade Company (two 36" Block Plugs) 146,34 Ace Hardware #6743 (barnacle scrapers) 46.84 Water Components 430348397 (vertical shaft stop nut) 83,48 $ 6,464,66 16% ProMlOverhead: 173.20 Daily Total: $ 6,627.86 Total Amount Due $ 6,627.06 "16% Profit and overhead charged on * Items only, A charge of 11/2% per mopth W11 be chargod on all Involm 30 days after etetement date. Mex Levi Plu nN ng 1818 2nd St. San Rafael, CA.. 94901 415.464.7771 phn . 418.45 5.99 08 frac RELD To Conrompo Merin 400 Yosemite Dr. San Rafael, CA 94903 Invoice D. aL Invoice # 4/17/2014 94509A Job Address Con(empo Marin 400 Yosemite Dr. Sm Rafnel, CA 94903 P.0___No, 1 Rap Description Lusk underhouso caused bypressuru fiuciundons ofup to 125 PSI itcmovcd existing pressure reducing vnive nt spnce 169. Reploced wllh new 21 Pressure Reduclug Vnlve (o regulate pressuro to o snI'c level. 2 Year Warranty Parts and Lnbor San Rafael Suits T"ax for" BALANCE IS DUE UPON RECEIPT 2% Financs Charges will apply after 30 days. Thank You for Your Businessl Total rs COD ! Troy Amount payments/Credits LBalance Due 2,643.00 0.00 52,643.00 S0.00 $2,643.00 8t@Y lovi PImbing INVOIC9 Heaf�ng and Cooling fnvolco 14137 todbatoVS/2014 Camp) QW01norpo 01111noAddross 1abAddross fon mpo M�(Drfn 008701 QQn)ompo Malin 0D ojja HOW. ! �O[Ofa tORODd San Rafse�CA 96903 on Aoloal CA 949D3 USA Dawpllan of Wolk Ropolted 2•woter lino and back filled. Tested ho more looks, OR Talk 11 oalcdpdon Quontlty Pttca Total Plumbing Leaks botwoon W07-70. 79. Podormod ementiveteak detanlon to dltwvot leak, 1,00 WAS -00112.485.00 SorvlDo WavatedondWOW Z'maln.Replaccd2'1Kllonafplpa,Eden] Iva toot ramovol. 7ottod works wolL Bads filladllno, No o�horprobloms found At this dma. Sub Total WOW Tnx SOHO Yotol nue 112,485.00 Payraant Sabo batanco bue $2A03A0 gllaarvlcos asqq poo��fotm�d on a �OD basis, Me= is duo upon (0(0�1. L75% Plna nco eharpas will apply aper )0 deys tminlmvm c_ MIMI. udnassl Crel Card Paymont Aulhodutlon Print Noma hdovr es It oppoord an erodlt ca(d 7..Uf'iLJS7.'R.z�A. ._ �. ..r.—.-�.. .d►S6.r..:... .............�asa.�.... «... ...K .« .+nv n. ,., .. Payment7ypo eradlteard D Dato EXP , Prop,. 604D � 3c1 t; . > ' Met Levi Plumbing Heating and Cooling Ujiff OAddro�s Con��mpo �00a 1n0coo 761 SerOi Ra yof L fA 44003 INVOICE Involco 10153 Involco Data 7/11/2014 Cohfplofad Dot* 7!11/1014 DOsZilonof Wotk Job Address 25Ia io gh°M�`A Son Remo}, CA 94903 VSA Repair 2Inch wator main under blab unit • tbsk d-DoccAplion . • - quantity -Mg— 70101 - Plumbtrsyleak undathe sldawolk l ocotadleek, removed wnuola 0nd oxcovatod to ozp*s*1ea14 1.00 $3.669.00 $3,669.00 InchI made nacelmyr*pahs,backfilledToughpalchedlendraplacodcoAcroto.Tailed works WoU, No mote leafy, Sub -Total 54,869.00 rax $0.00 Total Duo 49,669.00 Payment ICAO Dolanconuo $9,669100 Aflwn}ros ssLL�� po lormodon a CODbaris, 0sIv%*Is#vaQ$ n rocolpt 1,16%flnenco Cherpor will apply ahor 30 days (mfnlmum elrero0415},ntIonau foryour bullnolll w I.r.._..�+vrr,a�.nJv,wi��M�i.iw._aan`..I..wM+.�..n...1..M...w..w1.....�+.....1....II... �..�I.T•w..-. Cmd11 Cvd PeymW AulhorlToUan Print Nemo below os It o>spoans on orcdll and .4w..ww..Mrw..+�.�.....M...Iu....� .wel.rw.a.n.r.lbnv.-.. F.. ��.+w..a.•.tiw. ww.a•s• Paymentrypo Cradlt Cafdp {[/y�� w ..��... ....w�.ww.�.. r.�. ..-..�.rw Y.-.......�_�:i+r�• �...Y.i�..Tr W.�lilr�a..�1w:.�T�r��«:..wnr �i.�:�—rr rr.. .r.�� 6_Cfv 1u y Rhodes From: RON RHODES 4RONR@GYM50URCE.COM> Sent: Wednesday, July 02, 2014 3:23 PM To: Judy Rhodes Cc: Ron Rhodes Subject: Your Invoice # 1630205 Sub -Total 2.,155.95 0.25% Tax 157.16 j TOTAL 2,343.11 1'1.CASK NOT6111' THIS SALE, (.YA1 SOURCK 1lAKM 10 EXPRrSS WARRANTTES NOR INIPIA ED WAIMANTIRS i OF AIF,RCHAN'1WA1ULITY Olt FITNESS 11OR ANY PAR TICKAlt PURPOSE -%WARRANTIES, )V ANY, ARR, 1 PROVIDED ONt.1' ISY THE AIANUFACI'U111Tlt of. THIS PRODO(YP• 12):>t5UURCE RIi 'ItVr.S71tr.RIfIrr IOASSISSA]•__pROCiSSIXU �7X FflR Pd1'S1�it�TB �lADR111'CRIIDI7 CARD iH P�S'Ii5S t1P 515,dY1, _ 1 I < cffla Imvicr0 IjjI Saltc son _.`. _ .II lnhilcr U�lp jI Lctanuu � 'll' MOW 11.1112115 I RoN RH(AA N 0(d1112014 1162 11111 'I'o Slllp 1'a .I;{ S ARiN CONTENT O M RI ... . 1 ' 'CLS - L'ON'1'GAiI U AIANIN A00 YOSG,11iTh RI). 400 S'OSI?A11Tii RD, SAN RAFAM, CA 114903 SAN RAPALI, CA 94403 t fl Ship 1)atr I 0Met Da It I I Ship 14r Cwlmnrr 1'0 Soler IU 162.429.1700 Ir 01VII10014 0512MU14 [ Dcllwry I I A7,1 ;T1cln Poerlpif(In QIy Price ,lntnnlu :TRU-P8100E ELLIP-FRONT DRIVE/SELF GEN/I.EDA•T. COMM 1 1,600.00 1,699.001 SNY 14-XP8007.7313 'FREIGHT FREIGHT 1 1131.95 191.95 DEL-INST DELIVERY & INSTALLATION 1 295.0D 295,001 !I PRE -ASSEMBLY ITEMS MAY DE 1)EL'D ASSEMBLED 1 .00 ,00 1 I IT1ME I DISPATCH TO ASSIGN TIME WINDOW r I OD .001 IT'S OUR PRIVILEGE TO SERVE YOU 12 PT.CHEGK LIST I 12 POINT CHECKS COMPLETED I OD .00 SHIP TO FITGUARD, 1400 ENrr:HPAISE BLVD, I � SU1TC If20, WEST SACRAMENTO, CA 1 1 95691. 916.375-DIOD Sub -Total 2.,155.95 0.25% Tax 157.16 j TOTAL 2,343.11 1'1.CASK NOT6111' THIS SALE, (.YA1 SOURCK 1lAKM 10 EXPRrSS WARRANTTES NOR INIPIA ED WAIMANTIRS i OF AIF,RCHAN'1WA1ULITY Olt FITNESS 11OR ANY PAR TICKAlt PURPOSE -%WARRANTIES, )V ANY, ARR, 1 PROVIDED ONt.1' ISY THE AIANUFACI'U111Tlt of. THIS PRODO(YP• 12):>t5UURCE RIi 'ItVr.S71tr.RIfIrr IOASSISSA]•__pROCiSSIXU �7X FflR Pd1'S1�it�TB �lADR111'CRIIDI7 CARD iH P�S'Ii5S t1P 515,dY1, _ 1 2 EXHIBIT C EXH B T C Contempo Marin 400 Yosemite Road San Rafael, CA 94903 (415) 479-6816 Fax: (415) 479-6817 September 281h, 2015 VIA FEDERAL EXPRESS City of San Rafael Esther C. Beirne, City Clerk 1400 Fifth Avenue San Rafael, CA 94901 Re: Contempo Marin Manufactured Home Community Dear Ms. Beirne: MHC Financing Limited Partnership and its affiliate MHC Operating Limited Partnership (collectively "MHC") hereby petition for a rent increase pursuant to Section 20.12.050 of the San Rafael Municipal Code and state as follows: 1. MHC is the owner and operator of Contempo Marin Mobilehome Park located at 400 Yosemite Road, City of San Rafael, County of Marin, California (the "property"). The properly consists of 396 mobilehome spaces. By letter dated September 28th, 2015, MHC notified all residents of the property of a rent increase to become effective January 1, 2016. 2. The property contains 396 home sites. Under the City's rent control ordinance ( the "Ordinance") and applicable state law, certain tenancies and/or spaces are exempt from rent control. However, we believe all sites at Contempo Marin are covered by the Ordinance. 3 During 2014-2015, MHC incurred substantial capital expenses ($118,117.18) for updates to the amenities and/or common area facilities located at the property. This infrastructure is a necessary and Integral part of the property. These expenditures are the subject matter of this petition. MHC seeks to pass through to the tenants of each homesite certain expenses associated with these projects, and hereby requests appointment of an arbitrator and assignment of an arbitration hearing date pursuant to Sections 20.12.060 and 20.12.070 of the Ordinance. 5. The proposed rent increase has been calculated to be $24.86 per space. This per space amount has been calculated using all 396 sites. This per -space amount does not include MHC's cost of capital which MHC also seeks to recover from the date the expenditures were made through the date the capital is recovered pursuant to the Ordinance. Further, if MHC is required to collect this amount over time, then MHC also seeks to be reimbursed an appropriate financing rate of interest during such period. This increase is necessary and justified In order to permit MHC to recoup the capital expenditures associated with the properly and to provide MHC with a fair return as required by California law. Pursuant to Section 20.12.040 of the Ordinance, supporting information reasonably available In support of the proposed rent increase is included with the filing of this petition. 5. A filing fee in the amount of $1,200.00 is included herewith. We have enclosed such amount based upon the amount paid in 2014 for the same purpose. If the City believes 4 ) - this amount Is not reflective of twice the dally rate for American Arbitration Association, please advise and we will submit the differential. 6. To the extent the Ordinance requires a park owner's petition to be verified, the foregoing Is true and correct to the best of my knowledge and belief. MHC Financing Limited Partnership MHC Operating Limited Partnership By: Their. Enclosures: Check #96438in the amount of $1,200.00 Capital expenditures worksheet Copies of all related checks and Invoices cc (w/enc): Rob Epstein, City Attorney (vie Federal Express) Neil Moran (via PDF) Kenneth Kroot (via PDF) Dick Helne Contempo Marin Capital Expenditures Worksheet August 315t,2015 Invoice Date Vendor July 9th, 2015 Thomas Brooke February 18,2015 American Asphalt February 6th, 2015 Valley Furniture June 19th, 2015 Horizon Casual June eh, 2015 Gym Source August lath, 2015 Thomas Brooke August 38th, 2015 Thomas Brooke Description Replacement of clubhouse Rod- First payment Remove and replace concrete in pathway New Furnitureforthe Clubhouse Pool Furniture New fitness room equplment Replacment of Clubhouse Roof- Final payment Replacement of Laundry Room Roof Grand iotah Annual Resident Portian (306 Sites): monthly pass thru Amount $34,2501x, $9,280.00 $4,230.00 $14,838.25 $10,518.93 $99,750.00 $5,2511.00 $119,117.18 $29&28 $24.86 0896438n' A:0 t. 12038 2 lei: 9600 i47?to Sul CIN OF SAN RAFAEL Vendor 1D ! Location I Reference Number ROOM 204 0000011788 .001 98438 1400 FIFTH AVENUE P.O. BOX 151560 Remittance Advice For. SAN RAFAEL CA 94915-1680 1081718 Ovwnl ht 09!0812015 1,200.OD ZERO ZERO 1,200.00 Fquttyy 11fa tela Praper!les, Inc. 8$438 ` Contempo l4letin VMS Paw am* KA bete 09l09lZOib am l , • North tihrerslde Plaza FW Ong: - 412 ChIca9o,IL 60M aDO1289.367oAsm1,opWn2 9800147145 TWO SIGNATURES REQUIRED FOR e AMOUNTS IN EXCE88 OF 1625,000,00 One ThWWdTWoHundred DollareAnd•00/1M ....... •••••••••••"•••••••••••• ..........................................'............,......... $ $ "I =00... r PAY CITY SAN RAFAEL VOID AFTER 90 DAYS TO ROOM 204 THE 140D FIFTH AVENUE ORDER OF P.O. BOX 151560 0896438n' A:0 t. 12038 2 lei: 9600 i47?to Sul CIN OF SAN RAFAEL Vendor 1D ! Location I Reference Number ROOM 204 0000011788 .001 98438 1400 FIFTH AVENUE P.O. BOX 151560 Remittance Advice For. SAN RAFAEL CA 94915-1680 1081718 Ovwnl ht 09!0812015 1,200.OD ZERO ZERO 1,200.00 ti �Wll�il YiWdY 1404 Centml Avenue Modesto, CA 95351 (209) 531-2050 Lsc. 0457260 Em To CaalmwMarin-MHC 400Yosm ke SenRft4 (m 94093 (W)479016 Rem Qom°" Rbmoibd Progma Pa n%W on ReaeWm Bddin8 7hm* you !br year bust& Invoice Dabs bwadoe # 7/ m1s 1750 P.O. No. I Rete Qq1 3450.00 Total Balance Due TOM D= on n:c* Amm t - <<o1 ODA Page :1 • SIM ED AREA IABT 0 RADUALLY C1 I kNGE FROM DLU E ATTOP fO GAE,pN AT e OTTOM ka 4,4,*�IiV44 Z -A -LS ChBek4. 314491 Pay Exactly til vii Amount I 00-0 HIN-172MAN-001911,11 1010 $'""34,260.00 TOTHE 7HOMS BROOKE C01j57RUCTION ORDER 0'. -2-11 VC1DAFTMWI)AYA OF W��8 A GOZANK, NA, V;l 6, -,A -J 4! m*0011131449hilv 1,'04L2D3a241:9600147445o Amount 34,250.00 Check 4; 1314401 PoMIng Date: 0712212015 As of Dale: 0712212015 Issue Date: 07111712015 Additional Item DBIalls. 0000006 40UDDI]DO40219272 VAN REFM 0000001543391681 IZCopyrighl 2002- 2015 Wells Fargo. All rights reserved. Account Number]A=unt Name: 96001 477451M HGOPERALP Routing Number. 241253823 Description: CHECK PAID Payee: THOMAS BROOKE CONSTRUCTION Item Sequence Number. 11543391681 C,-,- r C 0 9-17-1. 8 419 4 rA C4 13 15433-91681 0 > Dta An p4N Amount 34,250.00 Check 4; 1314401 PoMIng Date: 0712212015 As of Dale: 0712212015 Issue Date: 07111712015 Additional Item DBIalls. 0000006 40UDDI]DO40219272 VAN REFM 0000001543391681 IZCopyrighl 2002- 2015 Wells Fargo. All rights reserved. Account Number]A=unt Name: 96001 477451M HGOPERALP Routing Number. 241253823 Description: CHECK PAID Payee: THOMAS BROOKE CONSTRUCTION Item Sequence Number. 11543391681 C,-,- r C 0 L-k-at�� ."tAl American ASPhaCt Repair & Resurfacing Co., Inc. 27601 Industrial Blvd, Hayward, CA 94545 51 D-723-0280 Fax: 510-723-0292 CHANGE ORDER # I Date: zl cU4Dfs Jobtl: ?-13Z4L J The construction agreement dated r ! 2 6 �Za /5 , between American Asphalt Repair & Resurfacing, Inc., Contractor, and �t,uY•r Le'� s�,�,�� f rol�t/�r%�S , Owner/Subcontractor, is hereby modified and `amended by the following deviations from the original plans and specifications: CoVIer--e- TU/CablL� fsOX iV% S (,6&-a5c-lk It is mutually agreed that for such change, the contract price i'nerease eereased S gq6 ~o payable with/deductible from the payment becoming due under the original construction agreement. Time for completion of the above cited contracUsubcontract work is hereby extended days beyond any completion date set forth in the original Contract for such work. All other provisions of the original Contract and Agreement shall remain in full force and effect, without change because of the above deviations. American Asphalt Repair & Resurfacing, Inc. Contractor Lie. #439591 WL1ctrd vd4h.;rarder.dat 0ir/Subcontractor 0-6 AMERICAN ASPHALT RSR Co., Inc. CUBTOMER M 6411 PO BOX 3367 INVOICE 9: 8323 HAYWARD, CA 94640-3367 INVOICE DATE: 02/18115 (510) 723-0280 Fax (810) 723-0288 DUE DATE: 02h8116 BILL TO: JOB: 293242 MHC Rh mift Ll nW Paz#w" Contempo Morin Sidewalks c/o Equity i M*A Ptd, Irto 400 Yosemite Drive TWo North RkmWe Ph= SuRe 800 Sen Rafael, CA Cmew, Itis 8C CURRENT PREVIOUS PREY 96 CURRENT CODE DESCRIPTION CONTRACT BILLED % CONK BILLING 08 MXCEM 8,990.00 100.0 8.990.00 TOTALS: 81990.00 100.0 8,940.00 NET Due: 8.990.00 Thank you for your business[ Contract 1D 2255 C' .r� 2-- 3 in"A S14ADED ARFA MUST GRADUALLY CWJIQE FROU BLUE AT TOP TO OREEN AT eorrGkt )14C ap�ivw I# X.F1► aj-4, pjw., %%Ir un of-JOI/Lix It ON" D1118: 02125/2015 F-- L Check 0: 2277924. Pay Exactly �W)nB,ThQq$grtlTpwu.HL14d dr;!0RW.flnfqj109- Amount i""91280.00 To The AMERICAN ASPHALT R&R CO., INC. ti ORDER OF -NK NA WELLS FARC0 RA 0000 k 2 7 7 B 2 Low 4CIL. 120 46 2 W: 9600 6 4 7 7 1. So 88378134 MgF co 00 :3 M =r_3 0 5 'n G) n hL Amount: 9,280.00 Check #: 1277524 Posling Date! D310312015 As of Date: 0310312015 Additional Item Detalls: 000028 +000000036389955 VAN REFN, 0000008189510775 I:D Copyright 2032 - 2015 Wells Fargn. All N911% reserved. Account Number/Account Name: 96001477451MHCOPERALP Routing Number, 241253823 DeacriplIon: CHECK PAID Vern Sequence Number, 0109510776 31080 :1 ��I f r lllfl II I IN. NBI We're ,hertz to help you 380 Rohnerl Park Expre.4-oway STORE HOURS Rohnerl Park, CA 9i1928 Mon -Fri: 10 am -8 pin Phone: (707) 586-8036 Saturday: 10 am -7 pm Fax: (707) 586-0838 Sunday: 1 I am -6 (3m Customer's Address: 00 V�fi e- --ZiP'.�._..Gross Slreel Invoice. z 1 9 09 Salesperson-.,-- Dale: alesperson: —Dale: --T Apt.k Referred by: CI Newspaper U lt1SF.tl U Radio J TV l'_1 Friend U Previous Guyer J Intemet `) Crive By DELIVERY TIME - l COD j NOTE DATE Fabric Pro+tectioet'� MM—A. J (.�:._ �. '� _1_x.1_(JJ r. _� � \ l - 7' STORE POLICY AI4D CONDITIOMS Oil- 15ALE: ' Clot,!" anal rue 60)}X74>e[lraCLP1 ' Spt'cidorda( WWdau.'oryInto aw n oub)tcl 0 ho uo)ryuc • Spe< n1 Wer 1cg4RvJ n mii'nutn 8e`i dopoch Uuil L non tat—Ltblo ail 11, r, n;>tsl+ai • Nl cluamnoo, New sonydc solo, Clceod ou4 tnsr omi helru tae "a6 b" and harm Ile warrmlty and nW talumn)lo er rarunml)k • SJOit hcn� rolsnnml aNu1J Guys muss )a 41 orrjtml cundniwl nth pacl:rrfnU, rusla:H g lou and aWVM,lwa l+: Unupod auplunl IIOnIi ' Noun l an>dao vr@ bu Iwld at U u w W ltluusu Ito ,vdy a wo vk 11,1011110 dale of panJuuu a rpmk- l nidal ransom! ' rlahnl INYliK1fYLN, 117, t'Mr rUllirn, T, IUL)tal! bJM1l Yla 0 Iti)11:6 ! p,>al 1YOnr, iCM1i , tlla >�. P:}'J t7sLI Val, It W% U• dnTll �a 11 yC l'llll 1p [{leC j7 'At mulecas rotlaw an orJ wi Inyoioo, twat algt tutu caunal awmss. A9 nlon9uok1tt+s Inwt Ito rdumnd to.lut wnr01w0la Ic, !-tole ar>ivt Vie Inunuk:nory i IUllrls, my LI h711ju stuW40 Iv1J llmsrw'+atk of kI 6lplibo b a sotrbu c11wpu 'Pbw^9 Wpoctyom milm W1diza6 wMn n%uw%u. mly Inoictla dl•a6 ICutd to dOnw.>Nunto 111W110=Idle yxapnartSilll VA! aC anvk7xly xt6r lams y'ursvxdtidwuv,ounuy Kam chick yntlr raOrn'6 mtv0acinud tad ywt ninny tical )oltad nmkMg )n c,Wor Tu AVOID wow cllmpn mut o0cardau76nn p;lcy REACT S'roRE POLICIES AND RECEIVED IN GOOD C014DITICIN! AU. SALI: ART. FINAL 4 1'10 EXCHANGE r NO REI'LIKI) 1 I I Di=t.lvinvr SUBTOTAL TC'rAL,Z _ UP+ SIT BALANCE t7111aT1 f'ul lick �.>nil inlM&M Esq Page :1 ��-«}+x 'G!}t, - �a'r`Ri'•-:S:-:i�" y»x •S-: .:ii' '.'.rJrf•. :Ti,r _!;�.'- ^.Y=' 1p. [d F_ � ...� l �,: {., .. �� , � fav:. �S i�{!'�'i,?�• �. t `�Z,.F�-sL-e > �+Zf••`.� rr'r�.z:.l,�_-_�.i gquiryLHaStyle plop�AWa. InG 84175 M6MD • cs=rpp0MolIn w.mrr�a.. NA pale D3411R015 "1 2North Rh+eledePiva Vnw^0A .Il FOV14.0. tl11 Ctjeap, IL U605 t•ff—a 9500147745 i TWO SIGNATURES REOUIRE13 FOR AMOUNTS IN EXCESS OF 323,000.00 a Four Thousand Two Hundred thirty DOWr3 And OD1100 "........................y ....................... a ........................ ... ..... $ S •'4,230.00 2 PAY 'VAQEY FURNITURE voip AFTER eD DAYS ! TO 3BO ROHNERT PARK EXPRESSWAY 63 ORDER ROHNERT PARKCA 94928 OF weato17Sim t:04L2038241: 41;00k47745Ie R m o (Wi Q Seq: 181 p n 5 t Batch: 919263 w 1 Date: 03116/15 M IS rn AE wpb M 7C.. 7� —C 6_ 6 »" ."a l PS:Jacltnirllle PTZ( ..— kJ6 •tR hn rl�Parc- Dd_cwls,._ 3) 0 zg ,$ A = Amount: 4,230.00 Check M 84175 Pasting Date: 0 311 712 01 5 As of Date: 03/1712015 Addilionai Item DElalls:00000G3 +OB00DO034667313 VAN REM ODDODDOS865B5622 Copyright 20D2 - 2015 Wetls Forgo. All rights rosorved. .1.�!<{:rl``"r'..._7.... __.�:ar '".3L�•. ... _1_. �;,�....;;-'i :��..�?d'.�P�«.. ,,`�•t.� Account Number/ACoounl Name: 9600147745IMHCOPERALP Routing Number; 241253523 Desertptfon: CHECK PAID Itern Sequence Number. OSBCS85522 Horizon Casual, Inc. P.O. Box 1000 Ocala, FL 34478 ter rr .•, t � II f L , (tib � :t tK .n/.a� .vz T,2rus:✓ Commercial laduor/Outdoor fltrnihtre & Accessories � Invoice Number: 11591 Invoice Date: Jun 22, 2015 Page: 1 Phone: (352) 622-6852 Fax: (352) 732-5662 www.HarizonCasual.com Bill To: Ship to: Contempt) Marin M/H Community 6040 Contempo Marin M/H Community Equity Lifestyle Properties Equity Lifestyle Properties 400 Yosemite Road 400 Yosemite Road San Rafael, CA 94903 San Rafael, CA 94903 THANK YOU IrOIiYOU11 BUSINESS! I Subtotal 12,003.25 Sales Tax SALl35 DU NQ'rINCI.UDliSAL1STA%, PURCIHASI311 Shipping 8r Handling RESPONSIBLE. FOR ALI. IDCAL/STATE SAus & USE* 2835A0 TAX UNI.' -55 o'rf-witwisn INDICATED. Total Invoice Amount 14,838,25 Payment/Credit Applied TOTAL $ 14,838.25 All claims must be made within five days of receipt of goods, and claims for loss ordannge in transit mustbc filed at oncewilb catricr. Wchold a shipping receipt in good order And adept no liability. Ifineruhandise is cinrtraged in transit and so received you are responsible for souring proper notation of such dwnage from yrntr local freight agent in orderlo scare scttlanarl, Title ofstupmatt passes to you upon delivery to, properly reetipted by, transportation carrier. the are not responsible for delays in transit and our terms ate not lobe alfnacd by suds delays. Merchandise returned %kilhoul wrilta authorization will be refused. Gorals listed herein ronain property of Ilorizon Cnsual,lnc, until invoiceis paid. E,r,5 (P Phone: 415-479-6816 Fax: Customer ID Customer PO Payment Terms CONT4 Net 30 Days Account Manager Shipping Method Ship Date Due Date Norm Kohl - ELS Best Way 7/22/15 Quantity Item Description U/M Unit Price Amount 15.00 3310 Gulf Winds Cross Weave Chaise each 275.00 4,125.00 i 40.00 3350 Gulf Winds Cross Weave Arm Chair each 139.00 5,560.00 10.00 4203ALMD-H 42" Aluminum Top Table w/Hole - Deco each 295.00 2,950,00 1 1.00 DISC I� I 5 % Multi Property Purchase Discount each 631.75 -631.75 THANK YOU IrOIiYOU11 BUSINESS! I Subtotal 12,003.25 Sales Tax SALl35 DU NQ'rINCI.UDliSAL1STA%, PURCIHASI311 Shipping 8r Handling RESPONSIBLE. FOR ALI. IDCAL/STATE SAus & USE* 2835A0 TAX UNI.' -55 o'rf-witwisn INDICATED. Total Invoice Amount 14,838,25 Payment/Credit Applied TOTAL $ 14,838.25 All claims must be made within five days of receipt of goods, and claims for loss ordannge in transit mustbc filed at oncewilb catricr. Wchold a shipping receipt in good order And adept no liability. Ifineruhandise is cinrtraged in transit and so received you are responsible for souring proper notation of such dwnage from yrntr local freight agent in orderlo scare scttlanarl, Title ofstupmatt passes to you upon delivery to, properly reetipted by, transportation carrier. the are not responsible for delays in transit and our terms ate not lobe alfnacd by suds delays. Merchandise returned %kilhoul wrilta authorization will be refused. Gorals listed herein ronain property of Ilorizon Cnsual,lnc, until invoiceis paid. 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BABA - RM New retch submtaa m for VAitEY FU RN ITUriE Equity t:ontempo Marin Managerccontempomartn_jngr@equitylHesglie.com> Properties Re: New vendor submission for VALLEY FURNITURE AP SWCes Mall <apsavlces@eVtAf8style.ConP Tue. Feb 24, 2015 at 11:99 AM To: Cordempo Marin Manager comlempomedr mgr@eqLt}tylifestyis.ccn> Please attach or fox a W-8 to 812-278-1711. Thanks On Fri, Feb 20, 2015 at 7:27 PM, <aontempornadn mgr@equitylifeslyle.com> wrote: RequesW Mame : ROBERT ANDREWS Cammuntty : CONTEMPO MARIN Regaestor Emall : CONTEMPOtV1ARIN MGR@EQUIiYLIFESTYLE.COM RegAstor Phone : (415) 479.016 Vendor Type: REGULAR VENDOR RsgularVendorType: MISCELLANEOUS OR OTHER RegLft ACH? : NO Vendor Name: VALLEY FURNITURE Vendor Addressl : 390 ROHNERT PARK EXPRESSWAY Vendor Address2 : Vendor Ctly, State, ZIP: ROHNERT PARK, CA 84528 Vendor Phoria : (707) 5868836 Vendor Emall : VALLEYGOSERVICE@YAHOO.00M Payment Tarns: ASAP EsUmatedlTotal Vendor Pay Amount: $4230.00 FEIN or Soolai Security #: 384309432 Vendor Provides : GOODS Is vendor a resident : NO Is vendor a mkW party: NO Miscellaneous Comments : hit�pe:grn�l�oo�aoamlmelVidDa8f�T8�f1 r�baot&nagal4bbdlr�tBatot4bbd1fa4f8?38eb vt :IUITY,>_IFESTYLE PROPERTIES AP NORTH WERSIDE PLAZA ICA00, IL 808482840 dd to., HORIZON CASUAL, INC, Perinenl Dole: 08124/2018 Total Invokes Peld:1 Total Amount of invo';ces Peld:14,8882b UBD Page 10 voice Number P.O. Number Deamptton Involce Amount Dlsoount Amount Net Amot (12230 Net: 1489829, D1SMnt 0.00 REPLACE OLD AND WARN OUT POOL FURNI ® 2012 Wells Fargo Sank. M dghts reserved. d Nhnrnc..f I,1 Rulvslicuun I Inem[e Datc I L Lurauun Ij I g� '` s � I � : � �$ 172Y211 Illtl)N)t[lUl>1iS � u61UY/2biS 1' 1117 11 y- _. .._ .... ... ._ .�. [www.glm)source.com] ISill'I'o SLip'I'o MIS - CUN'I'13141I'0 MARIN " . IiLS - CON'l'L'Nfl'0 MAIt1N 41111 yUtil;f"11'1'11 RD. — 100 YOSEMITE 12D SAN RAFAEL CA 9,1903 -- -- SAN RAI'ACL CA 9,1903 Arrt n �1 Rhin bale �I Brdrr )fair 1 Rh1p 1'ia �.1 ('uelumrr 110 11 Salu lb 13-1:'li'lltlt I ONAM2111S f 1)1,lllx 21)IS Deily y AZI -- Will Unn Uesrriptlnu ulr L1at I'Tire ,ltnnnnt� j PAR-NIP-2.O/H1 MSG -2 STACK 11170LS 11250LB 1 5725.00 3.035.75 3,835.75' PAR -FS -2o BENCH-FLATIINCLINEIDECLINE- 1 575.00 415.00 415.00 HAM -CP -OB -JT -A HAM -3T -FLT D 13 -MEM -U 002.5 D3-I•IEX-0005 D3-I-ICX-0007.5 j D3-IiEX-U010 DD -HEX -U012.5 DB-HEX-UO15 IDD -I IEX•UO2u DB -HEX -U025 DB -HEX -U030 DI3-I-II:X-U035 DB -HEX -U040 DB -HEX -1.1045 DB -HEX -U050 TRU-PS-7'90015.4 r FREIGHT DEL-INST DURABELL 2.5-50 W/3T RK CLUB PACK —' klls comprised of RACK-3TIER TRAY RACK-SILVERIBLK 2.51-13 URETHANE HEX DBIF-A. SLB. URETHANE HEX DBIEA. 7.51-13 URETHANE HEX DB/EA. 10LB URETHANE HEX DBIEA. 12.51-6 URETHANE HEX DBIEA. 15LB. URETHANE HEX DBIEA, 20LB, URETHANE HEX DBIEA, 25LB. URETHANE HEX D131EA. 301-13. URETHANE- HEX DBIEA, 35LB, URETHANE HEX DBIEA. 401-13. URETHANE HFA( D1311 -A. 451-6. URETHANE HEX MCA. 501-13. URETHANE HEX D131111, TREADMILL- 22X601PROG)FIRC FREIGHT DELIVERY & INSTALLATION 1 1 2 2 2 2 2 2 2 2 2 2 2 2 2 2433.50 1,501.45 1,581.45 1 3999.00 2,390.40 2,300.401 1 1 b01.90 GO1.�JU 13131.901 1 864.00 364,00 864.00' 1 (OD Page A lma'QT''��:�aj��,y�,:�t ars' y, Li`,Ji, � ,t .;If'_�ca��4��'i�inyj'y�'Yi ��3➢jd-�'1-.3� c1�7>',:�cf�'�1• �YY-+�:?i. J:6y�d;•y� . .._ g_- .'._L; •. .iv.. /, ...JS. ., ... ,7. eF. ,. ..1_.,_t -..-rt _r.. wi .v _C�epn.,'+F.,.wx�n.1... ..,.. ..-si.D�!',.,-.+._......Y.._.�:C:.v.��u�2o;Yera..:.�4"'. -.. .+r�R YSV:.Ys-, �_! 611ADED AREA 6AJ5T GRADUALLY M GIDE FROM BLUE AT 7OF 70 GREEN AT BOTTOM l In.tA r1vnfd. /I•n� fYlt•ue � b:.l �l.i � .;�•: Goof/u5 (hiigh it "L" , ' - ' Dale: e6/17/2e15 E+ I.aS Chea:kN: 1306830 t �f Pay Exactly "Ten Thousand FIvo Hundred � ElUhteen and 9311 D0 -US Dollers" yLr �n,R Amount ! ;A"t0,518,93 7OIKI GYM S011110E OADEA VCO ArtLN 60 VAr3 t OF V&USWIGOSANK. NIA. Auf:nnr►:aa nad�s� '0; .;d`�: `'� i• 'j.�-1. +•r( r�l.i r„ - 1;': }�'t . . 41 DOC 13D603Aoil 1:041 2D3R21.1:960014771.58' rn m f1 ani �F�.gg" 1 8 . �^ r. B k m b A M M s c00190050 �� 0 2(�SOG22 f 5.00KROX - FOR DE -40 7 ONLY TO W, 1'111N NAMED PAYEE i7ebstcl Bank, NA {Waerbury, CT t 6720>211170101c �n 0 .._-. .. -!. .. -. ,.. - t: _ ,.. -.._ .., .., _>.v -,._.-. ..c..-... ,,..i.:....,., r_...: 1'+�r_._-�r. .�..-..ti ...�-. i` -i... ._..�_ .. -,.• .�, �},�-;��.I Amount: 10,518.93 Check 11: 1306038 Posting Date: 0612312015 As of Data: 0 612 312 0 15 Issue Data: 0611712015 Additional Item Details: 0000026 +000000041921200 VAN REFp:000000828307102D j0 C0pydght 2002 - 2015 WeU9 Fargo. All rights rexerved. Account NumberlAccounl Name: 96001477451N1HCOPERALP Routing Number; 241253823 Desctlplion; CHECK PAID Payee: GYM SOURCE Item Sequence Number, 8283071029 N Lum Da044= Qty Lht Pr&a Amaaal PRE,ASSEMBLY ITEMS MAY BE ML90 ASSE5MSM 1 :00 .00 Tm DISPATCH TO ASSW TM WINDOW 1 CO AD IM OUR PRMLEGE TO SERVE YOU 12 PT.CHECK LIST 12 POINT C"ECM COMPLETED 1 .00 .00 TOTAL SAVINGS = $4817.23 H s+m-Taw aW.50 B.W% TBtt MAS TOTAL 10,81&93 PLEASE NOTE BY THIS SALE, GM SOURCE HAM NO EXPRESS WARRANETIU NOR IM UM WARRAMM OF IZRCliANTABILM OR FITI' M FOR ANY PARTICULAR PURPOSES. WARRANfI= 9 AKWY ARE PROVIDED OMLY BY TILE MANWACMRBR OF TWO PRODUCT. "M aOtlMMEWMTGSa MIGAUMA1%MC@tMtGMFORFAYIpQRtiMMSYCRMCARDWILOCBtt07f►fM tecOmatatd &A smme a mob oq *mcat bo bathed to Lbs Haar ltr safety. Oym ftm wdmlei = amaat pmvido dds aavio4 Ph= be suss to utla ly roviea yea OAomta Mom-, mprdiag wt's ..,..,...,, i ., !bf axes of Fvp* AW COWMom. Irmmrsutyaudould waudi a oorArutm '/ 6Z— C✓ I 7109- 15/x- CONTINUATION SHEET THOMAS BROOKE — V,6 fCe ROOFING •REAODEUNG G l j*V4m xr /. p ThW is a mftuadon of�that rta3a contrmm the project owdar named above which is dated PWR 1 pill AAf.' 1 10011' u►aGC%lalq .,.,. i Q '�' orCOtB$�irie'l� hme ` f-- %.T 1, 4 `-°�'"' _ O�iffif�pfNfB � -(03 THOMAS SROOKE ROOFING • REAODEUNO 1444 North Ce Avenue Modesto, CA M51 �f smvma Phone (208) 631-2060 Ca. Go*, UL #W280 Fdescribed above betwwean Thomas Brooke Reding • Remodeling, and pill AAf.' 1 10011' u►aGC%lalq .,.,. i Q '�' orCOtB$�irie'l� hme ` f-- %.T 1, 4 `-°�'"' _ O�iffif�pfNfB � -(03 &ifrir 1h PRIII(-%tIes r Copies of checks Jarrell<jenniler_bar(ei;@oquilylireslyla.com> —otempo Marin Manager <conlempomerin mgr@cquitylifcslylo.com> — Forwarded mossago 3m: Sharon Fields <shnrun fioldaCequnylifcDlylc.uurn> Ifo: Wed, Sep 0, 2016 at 8:16 AM Ibjucl: He: Copies of checks •: Jennifer Dwelt <jennifer_har/elluroquilylifostylD cum> CAnlompo Morin Monagor temttompomorin_mgr@oqultylllestyla.c ire you go. alk" •i7 :-) Tabit 7oel; 19111 jr ort7P:lib4rty l.Iodt) - MiL1otrA Y:eid ugmc WCA Nge tATout Relneneea LladmOr Rr{u{: went besion Ca)out Tuner III vift an 12 • ;K A'11";i I:=' t- " 'r= r ��I c� '�" � .��..._i.IFeBbCcDu I 4a8b[cOt AaIQ�)( AnEbG A:1Qb( AaBbCc[ •��+::>i�!', 4a f Fcmra! PAin1u 'D 1 it as Xr X' An :'�! - L -I ,IC U z—U RI {_'�I ^ •I IILII [ Irormal t No Sow- Hcid.ng1 Heading 2 idle Subtdlt Subllt Em,.. En • �nb:-.Ud Font G i'alagroph S114er Image 97ACIED AREA UUS1 GnAGUAALY C110631, Firs a-vc •., _. .- _ - rl If r6 7 »aA taent..,a,. r+,t. {» h It ;, .... •.. _ ii I1iiylt, taut 1 •'' Dale: ba/25/2u1s ELS R CIICCk N: 1327042 Pay Exactly Thirty -Nino Thousand Seven Hundred Fllty and 00)100 -us Dollars ^ Amount 31,760.00 i Tau¢ 1110nS OROOKE CONSTRLPCIL014 orioca tooAnu roa{t or, WELLS FARGO aur:( IIA. at0003�270ti2a' r:0►.ti203B2ti446001,ti�71.5M � � 18808388 r6 s 1 �e. 14SkUlv;:Y WUNJ5 s g Q M a 131LIP�F�1?1 1 I:, n � I r itorn Datali s Amount: 39,750.00 Account Number/Account Name: 96DO14774SIMHCOPER Chock #: 1377042 Routing Number. 241253823 Posting Data 09/0112015 Description: CHECK PAID As DI Date= 0910112015 Payee- THOMAS BROOKE CONSTRUCTION issue Date. 0 81251 2 01 5 hem Sequence Number, 8789580362 Addoionalllem0elails 0000013. ODOOODOD77BO528 VAN REFR:ODUDDO8789508162 lk THOMAS BROOKE ROOFING a REMODELING CONTINUATION SHEET I 1 1: THOMAS BROOKE ROOFING - REMODELING 1404 North CentreJ Avenue rV re. X.-im LP ✓ Modedo, CA 9=14813 Phone(209)131.20b0 Ca. Contr. c. #4l3728f1 This is a CondmMflon of that mula contract briefly described above between Thomas Brooke Roofing 0 Remodeft, and the project owner named above wldoh b dated A4W,7lAr7AW44"0-- .2�g� If AWr MVZule&d Ii"we Intal Page tayout RelertnteJ blallings 4.evicel Yaty btilpn 1"YOid Times flew Raman - 12 - •A e•Ij°i� - ''G';l F :Este- . ` I A110b( AnDbG Aa1Db( AOBbCc[ I• : i 4a0bCiDc:` AaBOC[Dr as^' t'1 :'r as I 111 ab. X. x' A. -!-t' A -�.�{��:C � �{�;='U:?"_•I. S11e+nul .Ll+o fpM4. Htadmpl numnp2 Tutt SWIM Subtle enu., to rmmal Pa+nicr _:,nb•>.i,.t r Told eaiypAen: ; Style. Image s+lao[oauza+AusJ entpegtve+w.ol,rnwuWt al log• Jo Wttu+ar pcttrtu nK 1pr.11ra Ir yyye+ll " II.111/ly � Dale; 08/21/2O1S ELS Chert is 132SS38 Pay Exactly "Five Thousand Two Hundred Fifly and Win -Us Dollars " Amount S+•'+5+250.00 10 O -TIKYW BROOKE CONSTRUC110f1 urd++rUleeyla or"A ' at if 1 Y1EL15 iAgGD8NJK 111. r lau,ora3ra slfYie! .'0001325538x' l:0l.1203I3241;46001L.?7k.5t& 099674527 M 0� .� IC' M �a � t � s m fl llem Dolvil6 Amount 5,250.00 Account Number/Account Name: 9130014774151MHCOPER Check 1325530 Routing Number. 241253823 Posting Dal e: 0/1/2812015 Doeniption CHECK PAID As of Date.00120J2015 Payee THOMAS BROOKE CONSTRUCTION Issue Dale.08(2112015 Item Sequence Number, 0303001368 Additional firm Details 0080024 -000000017781947 J TUC, Sop 8, 2015 at 5:55 PIA, Jennifer Beoalt mote', I Ii Sharon . I need eoplos of two more Involcas for Contompo Marin, plonsD . Check H 1325538 55250 Thomas Brooke Chock 413270442 539,750 Thonlos Brooke T Ionk you : ) Jorauter l3anelt St. Rerym NO MawNe, 2395 Unlawaro Ave Santa Cruz, CA 95DCD •3!:4.3209 phone u:u;.�G'1u33G lax olon Frolo: unr Acroimis Paynblo Spoeialisl AlCCER Adntlmstrata.., �ocl+r T8G Administrator oaug 312.279.1690 cit 312-279-5711 rvulerBuuoli — f� Nnrtim.al Llanannr.LVoetnm Rndm ( J EXHIBIT EXHIB T D ,0U RESOLUTION NO. 12014 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL GRANTING IN PART AND DENYING IN PART THE APPEAL OF MHC OPERATING LIMITED PARTNERSHIP AND EQUITY LIFESTYLE PROPERTIES, INC. FROM THE ARBITRATION AWARD ON APPELLANTS' PETITION FOR INCREASE OF RENTS AT CONTEMPO MARIN MOBILEHOME PARK, AND MODIFYING THE AWARD OF THE ARBITRATOR WHEREAS, Appellants MHC Operating Limited Partnership and Equity LifeStyle Properties, Inc. ("Appellants") are the owners and operators of the Contempo Marin Mobilehome Park ("Park") in San Rafael; and WHEREAS, San Rafael Municipal Code Title 20, known as the Mobilehome Rent Stabilization Ordinance, regulates the rents charged to tenants at the Park; and WHEREAS, on October 7, 2005, Appellants filed a petition pursuant to San Rafael Municipal Code section 20.12.050, requesting approval of a one-time rent increase of $629.24 per space at the Park, which they alleged was a pass-through to the Park tenants of $249,177.74 in capital expenditures made by Appellants for the Park's privately -owned sewer system, community clubhouse, and children's playground; and WHEREAS, pursuant to the Mobilehome Rent Stabilization Ordinance, an arbitration hearing was conducted on March 13, 2006 before a City -appointed arbitrator, at which representatives for Appellants and the Park tenants appeared to present evidence and arguments concerning the requested rent increase; and WHEREAS, following the arbitration hearing, the arbitrator awarded Appellants a rent increase of $116,902.95, equal to an increase of $295.21 per space, and ordered the increase to be assessed at the rate of $24.60 per space over 12 months; and WHEREAS, the arbitrator's award was based on the following findings: (a) All work done by Appellants to the children's playground, in the total sum of $6,208.63, qualifies as Capital Replacements within the meaning of the Mobilehome Rent Stabilization Ordinance, and should be passed through to the Park tenants. (b) All work done by Appellants to the community clubhouse, in the total sum of $23,597.88, qualifies as Capital Replacements within the meaning of the Mobilehome Rent Stabilization Ordinance, and should be passed through to the Park tenants. (c) Work in the total sum of $45,178.33 performed on the Park's sewer system prior to the hiring of SI Utility Group to perform a comprehensive upgrade of the system, was work in the nature of ordinary maintenance and repair to the system, and should not be passed through to the Park tenants. (d) Work in the total sum of $174,192.90 performed on the Park's sewer system after the hiring of SI Utility Group is properly classified as Capital Replacement work within the meaning of the Mobilehome Rent Stabilization Ordinance. (e) Applying the standards of reasonableness applicable to rent increases under the Mobilehome Rent Stabilization Ordinance, Appellants should only be permitted to pass through to the Park tenants one-half (1/2) of the $174,192.90 in Capital Replacements to the sewer system, or $87,096.46, on the basis that the Las Gallinas Valley Sanitary District contends in a pending lawsuit against Appellants that the sewer system as it is functioning is a public nuisance, which if true would constitute a violation of San Rafael's Planning Code and Housing Code. WHEREAS, Appellants filed a timely appeal from the arbitrator's award on April 25, 2006; and WHEREAS, the City Council conducted a hearing on Appellants' appeal on July 17, 2006; and WHEREAS, the City Council has reviewed the record of proceedings before the arbitrator, and has received and considered written and oral arguments from the parties to the appeal; and WHEREAS, the City Council makes the following findings based upon the evidence set forth in the record of proceedings herein: A. The arbitrator abused his discretion in finding that expenditures totaling $45,178.33, for work performed on the Park's sewer system prior to the hiring of SI Utility Group, were for ordinary maintenance and repair work, as that finding is not supported by substantial evidence in the record. Specifically: 1. The record shows that the payment of $22,171.40 made on April 13, 2004 to Linscott Engineering was for work described on the receipt as "sewer force main repair." Park Manager Bill Reames testified that this expenditure arose from a break in the sewer force main at the Park which had resulted in the deposit of raw sewage on the ground. The work included construction of a temporary line to bypass the broken main, and engineering and construction of a repair to the sewer main. The Council finds that because of the amount of this invoice, and because this work was essential to maintaining an operating sewer system, and therefore benefited the Park and its tenants, it meets the definition of "Capital Replacement" work in the Mobilehome Rent Stabilization Ordinance. The record shows it was treated as such by Appellants, and there is no evidence in the record to support the arbitrator's finding that this work was for ordinary maintenance and repair. 2. The record shows that the payment of $9,444.52 made on May 6, 2004 to Forster Pump & Engineering was, for work described as "repairs to lift stations," and the -,--70 testimony of Bill Reames indicated that the work was for a pump breakdown, and included parts for a pump. The Council finds that because of the amount of this invoice, and because this work was essential to maintaining an operating sewer system, and therefore benefited the Park and its tenants, it meets the definition of "Capital Replacement" work in the Mobilehome Rent Stabilization Ordinance. The record shows that it was treated as such by Appellants, and there is no evidence in the record to support the arbitrator's finding that this work was for ordinary maintenance and repair. 3. The record does contain substantial evidence to support the arbitrator's conclusion that the remaining $13,562.41 expended for the sewer system was for work that should be considered as ordinary maintenance and repair. The invoices for this work, and the testimony of Bill Reames concerning the nature of the work performed, indicate that this work, which included replacing belts, cleaning pump stations, checking valves, and clearing obstructions in pumps and sewer lines, was of a type that would be a regular part of operating the sewer system. B. The arbitrator abused his discretion in finding that Appellants are maintaining a sewer system that is a public nuisance, that the public nuisance is a violation of San Rafael City codes, and that such public nuisance justifies disallowing a pass-through of one-half (1/2) of Appellants' capital expenditures on the sewer system, as those findings are not supported by substantial evidence in the record. Specifically: 1. The arbitrator concluded that evidence of the pending lawsuit between Appellants and the District supported a finding that it is uncertain that the capital expenditures for the sewer system had corrected the violation asserted by the District or benefited the Park tenants. The Appellants argue that this evidence was improperly admitted by the arbitrator after the arbitration hearing. However, the City Council finds that evidence concerning a pending lawsuit, whether or not properly admitted, cannot be deemed to be substantial evidence, since the allegations of the lawsuit, which are contested by Appellants, have not yet been adjudicated. There is no other evidence in the record indicating that the sewer system is creating a nuisance, or that the sewer system is otherwise in violation of any San Rafael City codes. The testimony of Mr. Voss indicates that his company SI Utility Group was hired to inspect and analyze the Park's sewer system and to design and implement changes to the sewer system that would respond to a compliance order issued by the District; that SI Utility Group did prepare a proposal, that the proposal was approved by the District; that the proposed work was completed; and that an additional remedy approved by the District, the installation of chlorine pumps, was also performed. The evidence in the record as a whole contains no substantial evidence that the repairs and replacements to the system have not been successful and beneficial to the Park. 2. There is no basis in the record for the arbitrator's finding that the pass- through of capital expenditures on the sewer system should be reduced by one-half (1/2). The Mobilehome Rent Stabilization Ordinance allows a park owner to pass through to park tenants the cost of expenditures which qualify as Capital Improvements or Capital Replacements. The arbitrator's finding that Appellants had made expenditures totaling $174,192.90 for Capital Replacements in the Park, but that the permitted pass-through should be reduced by one-half (1/2) to $87,096.46, was based solely on his finding that the sewer system is a public nuisance. Since there was no evidence in the record to support this finding, the Council finds that the pass - 3 -_-7 through of all of Appellants' expenditures for Capital Improvements or Capital Replacements should have been allowed in full, and that the arbitrator abused his discretion in reducing the pass-through by one-half (1/2). C. The arbitrator's decision to deny Appellants' request to pass through the rent increase as a one-time increase, and to require the increase to be spread over 12 months at the rate of $24.60 per month per space, was within the reasonable discretion of the arbitrator. Citing evidence in the record that the current monthly rent in the Park is $650 per space, the arbitrator found that the one-time rent increase requested by Appellants would cause an unreasonable hardship on at least some of the Park tenants. Appellants' CFO Michael Berman testified that Appellants had not incurred specific costs to finance these Park improvements, and Appellants did not request or present evidence of any costs of capital incurred. The City Council finds that the arbitrator's decision was supported by substantial evidence in the record as a whole, including the Mobilehome Rent Stabilization Ordinance itself, which provides that the primary purpose of the Ordinance is to protect mobilehome park tenants from arbitrary, capricious or unreasonable rent increases while insuring that the park owner obtains a fair and reasonable return on its investment; and WHEREAS, pursuant to San Rafael Municipal Code section 20.12.100, if the final arbitration award is eighty percent (80%) or more of the increase requested by Appellants, not previously granted by the arbitrator, then, in addition to any rent increase allowed, Appellants shall be permitted to pass the costs of the arbitration, in the amount of $7,501.00, through to Park tenants spread over a one (1) year period. NOW THEREFORE, IT IS HEREBY RESOLVED by the Council of the City of San Rafael that Appellant's appeal of the amount of the rent increase to be allowed is granted in part and denied in part, and the arbitrator's award is modified as follows: 1. Appellants are hereby authorized to pass through to the Park tenants 100% of the costs of all expenditures found to be Capital Improvements or Capital Replacements, in a modified total amount of $235,615.33, detailed as follows: Amount awarded by arbitrator for playground: Amount awarded by arbitrator for clubhouse: Award for sewer, as adjusted to include expenditures of $22,171.40 to Linscott Engineering and $9,444.52 to Forster Pump & Engineering: $205,808.82 Total: $235,615.33 $ 6,208.63 $ 23,597.88 2. Appellants are not authorized to pass through to the Park tenants the cost of work attributable to ordinary maintenance and repair to the sewer system, in a modified total amount of $13,562.41, detailed as follows: ■ Amount excluded by arbitrator: $ 45,178.33 ➢ Less: Capital expenditures to Linscott Engineering -$ 22,171.40 ➢ Less: Capital expenditures to Forster Pump & Eng. -$ 9.444.52 Total: $ 13,562.41 4 BE IT FURTHER RESOLVED that the Appellants' appeal of the arbitrator's finding that increased rent should be paid over 12 months at the rate of $24.60 per space rather than as a lump sum is hereby denied, and consistent with that finding, the arbitrator's award is hereby modified to require the adjusted rent increase to be assessed over 24 months at the rate of $24.79 per month per space. BE IT FURTHER RESOLVED that because the adjusted arbitration award is in excess of 80% of the rent increase requested, Appellants shall also be permitted to pass through the costs of the arbitration herein, in the sum of $7,501.00, to the Park tenants over a 12 -month period, at the rate of $1.58 per month per space. BE IT FURTHER RESOLVED that, pursuant to section 20.08.010 of the Mobilehome Rent Stabilization Ordinance, this increase shall not be included in the base rent or in the calculation of annual CPI rent adjustments. BE IT FURTHER RESOLVED that this decision is final upon the Council's adoption of this Resolution and that the time within which to seek judicial review of this decision is governed by the provisions of California Code of Civil Procedure section 1094.6. 1, JEANNE M. LEONC1Ni, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City on August 7, 2006 by the following vote, to wit: AYES: COUNCILMEMBERS: Heller, Miller, Phillips and Mayor 8oro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Cohen JEk4ME M. LEONC , City Clerk ROUTING SLIP / APPROVAL FORM INSTRUCTIONS: Use this cover sheet with each submittal of a staff report before approval by the City Council. Save staff report (including this cover sheet) along with all related attachments in the Team Drive (T:) --> CITY COUNCIL AGENDA ITEMS 4 AGENDA ITEM APPROVAL PROCESS 4 [DEPT - AGENDA TOPIC] Agenda Item # Date of Meeting: 11/7/2016 From: Lisa A. Goldfien Department: City Attorney Date: 11/1/2016 Topic: Appeal of Arbitrator's Decision on Contempo Marin Mobilehome Park Rent Increase Petition Subject: HEARING ON THE CONTEMPO MARIN HOMEOWNERS ASSOCIATION'S APPEAL OF THE ARBITRATOR'S AUGUST 2, 2016 DECISION ON PETITIONS BY MHC FINANCING LIMITED PARTNERSHIP AND MHC OPERATING LIMITED PARTNERSHIP FOR CAPITAL PASS-THROUGHS TO TENANTS FOR 2013, 2014, AND 2015 Type: ® Resolution ❑ Ordinance ❑ Professional Services Agreement ❑ Other: Staff Report APPROVALS ® Finance Director Remarks: no approval required - no fiscal impact to City ® City Attorney Remarks: LG -Approved 11/1/16 ® Author, review and accept City Attorney / Finance changes Remarks: ® City Manager Remarks: FOR CITY CLERK ONLY File No.: Council Meeting: Disposition: