Agreement for Construction of Improvements to
State Route 34 in Support of Somis Farmworker Housing Project This agreement (Agreement), executed on and effective from into by the County of Ventura, a political subdivision of the State of California (Coumly), and A Sentered Terra Campagna Fund, L.P., a California limited partnership (AMCAL), each of which is individually referred to herein as a Party and collectively as Parties.
Recitals
A. AMCAL owns that certain farmworker housing community commonly known as Somis Ranch Apartments (Project) in the unincorporated area of Ventura County near the City of Camarillo and generally west of State Route 34 (Route 34).
B. Route 34 is a state highway under the exclusive control of the California Department of Transportation (Caltrans).
C. The Project requires improvements to Route 34, including, but not limited to, widening of Route 34, two new Ventura County Transportation Commission (VCTC) bus stops, two new right turn lanes, a new left turn lane, and a new traffic signal (Highway Improvements). The Highway Improvements are further described in the Highway Improvement plans (Highway Improvement Plans), which are attached hereto and incorporated herein by this reference as Exhibit 1.
D. The Highway Improvements require additional right-of-way by way of road easement on Route 34.
E. County and AMCAL believe the Project serves a valuable public purpose, including, but not limited to, increasing the availability of local affordable housing, as well as safe, multimodal transportation to and from the project, and for that public purpose, County has agreed to serve as an intermediary between AMCAL and Caltrans for those portions of the Project involving the Highway Improvements.
F. On or about July 23, 2024, County entered into the first of two cooperative agreements with Caltrans, Cooperative Agreement No. 07-5313, Project No. 0724000027, regarding the design, environmental review, and right-of-way components of the Highway Improvements (Cooperative Agreement 1), which is attached hereto and incorporated herein by this reference as Exhibit 2.
G. AMCAL has entered into a Joint Use Agreement with the City of Camarillo (City) requiring, among other things, the City to quitclaim to the County sufficient right-of-way easements (ROW Easements) to widen Route 34 as necessary for construction of the Highway Improvements.
H. Caltrans requires the County, as a governmental agency, to enter into a second cooperative agreement with Caltrans, Cooperative Agreement No. 07-5335, Project No. 0724000027, for construction of the Highway Improvements (the Construction Cooperative Agreement), which is attached hereto and incorporated herein by this reference as Exhibit 3.
In addition, County intends to enter into a maintenance agreement with Caltrans for temporarily maintaining the Highway Improvements (the Project Specific Maintenance Agreement) until such time Caltrans accepts the improvements (other than with respect to certain improvements related to a bus stop to be built in the Route 34 right-of-way (Bus Stop Improvements), which shall be maintained by the County in perpetuity is attached hereto and incorporated herein by this reference as Exhibit 4.
J. As provided in both the Right-of-Way Cooperative Agreement, and the Construction Cooperative Agreement (Exhibits 2 and 3, respectively), County will convey the ROW Easements, including the Highway Improvements (excluding the Bus Stop Improvements) built thereon, to Caltrans, at which point Caltrans will have sole ownership and control of the ROW Easements and included Highway Improvements, and County will have no ownership or control of those ROW Easements or the Highway Improvements (other than the Bus Stop Improvements) built thereon.
K. County does not have, and will never have, any ownership or control over those Highway Improvements (other than the Bus Stop Improvements) built on portions of Route 34, outside of the
temporary dedication of ROW Easements from the City of Camarillo, which will have been built at Caltrans's sole direction and with Caltrans's sole approval subject to the terms of this Agreement.
L. The sole purpose of this Agreement is to enable AMCAL to build and temporarily maintain the Highway Improvements on the ROW Easements and Caltrans right-of-way.
In consideration of the foregoing Recitals, which are incorporated herein in their entirety, and the mutual benefits and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.
1. County Obligations.
1.1. County will work with both AMCAL and Caltrans to facilitate AMCAL's construction and temporary maintenance of the Highway Improvements, according to the Highway Improvement Plans in Exhibit 1, to the extent required by Caltrans and as required by Exhibits 2 through 4. To fulfill its obligations under Exhibit 2 through 4, County will exercise reasonable oversight of the construction, but shall not take any action that would unreasonably interfere with AMCAL's construction and temporary maintenance of the Highway Improvements.
1.2. County has reviewed and hereby approves as reasonable the Signed and Sealed Highway Improvement Plans in Exhibit 1 for construction of the Highway Improvements described therein.
1.3. County's efforts under this Agreement are provided on a no-cost basis to the County. County will provide no compensation to AMCAL for AMCAL's performance under this Agreement.
1.4. County will use commercially reasonable efforts to timely respond to all inquiries and requests from AMCAL and to timely provide all notices required to Caltrans.
1.5. County shall not agree to any modifications or amendments to the Right-of-Way Cooperative Agreement, Construction Cooperative Agreement and/or Project Specific Maintenance Agreement without the prior consent of AMCAL, which consent shall not be unreasonably denied, conditioned, or delayed.
2. AMCAL Obligations.
2.1. AMCAL must build the Highway Improvements in a professional and workmanlike manner, to County's and Caltrans's satisfaction, and according to the Highway Improvement Plans in Exhibit 1, except for changes approved beforehand by County or Caltrans as provided elsewhere in this Agreement.
2.2. All changes to the Highway Improvement Plans, including, but not limited to, extensions of time, which County or Caltrans determines are necessary to satisfactorily complete the Highway Improvements, may be handled by a change order approved in writing, before construction of the changed Highway Improvements, by the Director of County's Public Works Agency or his designee.
2.3. AMCAL acknowledges that this Agreement is for the purpose of meeting the County's obligations under the Cooperative Agreement 1, the Construction Cooperative Agreement, and the Project Specific Maintenance Agreement in Exhibits 2 through 4; that this Agreement is subject to and subordinate to the Right-of-Way Agreement, the Construction Cooperative Agreement, and the Project Specific Maintenance Agreement in Exhibits 2 through 4; and that the requirements of Exhibits 2 through 4 prevail over any conflicting provision elsewhere in this Agreement.
2.4. Specifically, County hereby assigns to AMCAL, and AMCAL hereby accepts, County's obligations under sections 11, 14, 22, 23, 35, 38, 39, 40, 42, 44, 50, 53-58 inclusive, 62, 64, 65, 69, 74, 80, and 81 of the Construction Cooperative Agreement, and sections 2, 3, 6, 9-12 inclusive, 13 (except for the Bus Stop Improvements), 14, 15, 16.D, and 16.E of the Project Specific Maintenance Agreement.
2.5. AMCAL must, at its sole expense, obtain all the permits required for the Highway Improvements, including independent construction management, inspection and material sampling and testing. To the extent a permit must be obtained in the name of the County, the County shall obtain such permit at the sole cost and expense of AMCAL.
2.6. AMCAL must take all reasonable precautions necessary to protect the workers and public from any dangerous condition arising out of, or incident to, the construction and installation of the Highway Improvements. C
2.7. If any third-party-owned private property or public property is damaged or destroyed during the construction of the Highway Improvements or the performance of this Agreement, AMCAL must repair or replace it at AMCAL's sole expense.
2.8. AMCAL warrants that it: (1) has investigated the work to be performed under this Agreement; (2) has investigated the site of the work and is aware of the conditions thereon pertaining to the performance of this Agreement; and (3) understands the work to be completed under this Agreement. Should AMCAL discover any conditions materially differing from those contemplated in the Highway Improvement Plans as understood by the Parties at the time of approval of the Highway Improvement Plans, AMCAL must immediately notify County of such conditions in writing.
2.9. The Highway Improvements are not deemed complete until accepted by Caltrans in writing (Written Approval of Completed Improvements).
AMCAL must repair and replace all defective or unsatisfactory work and Highway Improvements to the satisfaction of County for a period of one year after Caltrans' Written Acceptance of Completed Highway Improvements (Warranty Period). County must provide written notice of the defective work or conditions and AMCAL must work diligently to complete the repair and/or replacement within the time period specified in the notice.
As provided in the Project Specific Maintenance Agreement (Exhibit 4), AMCAL must maintain the Highway Improvements (other than with respect to the Bus Stop Improvements) until Caltrans fully and finally accepts from County the ROW Easements and Highway Improvements, and the County will have no obligation for said maintenance.
2.12. All work to be performed under this Agreement, including the cost to complete the Highway Improvements to the satisfaction of County and Caltrans, will be at the risk and expense of AMCAL alone. AMCAL agrees to defend, through attorneys reasonably approved beforehand by County, indemnify, and hold harmless County and its boards, agencies, departments, officers, employees, agents and volunteers from and against any and all third party claims, lawsuits, judgments, debts, demands and liability arising out of this Agreement (including attorney fees and costs) (collectively, Claims), including, without limitation, those arising from injuries or death of persons and/or damage to property, whether against AMCAL, County, or others, arising directly or indirectly out of the obligations herein described or undertaken or out of operations conducted or subsidized in whole or in part by AMCAL, save and except Claims arising through the sole gross negligence or sole willful misconduct of County. AMCAL must not settle or otherwise compromise a Claim covered by this section without County's advance written approval which approval shall not be unreasonably conditioned, delayed or withheld. This subsection 2.12 survives termination of this Agreement and expires only upon Caltrans's acceptance from County of a conveyance of the ROW Easements and all Highway Improvements built thereon.
2.13. The term AMCAL includes its successors and assigns and each and every one is bound by this Agreement.
2.14. AMCAL must, within 30 calendar days following the effective date of this Agreement, furnish a performance bond no less than [$3,279,080] for the Highway Improvements naming County as obligee and Caltrans as additional obligee and to carry liability insurance in accordance with Caltrans Standard Specification.
2.15. AMCAL must, prior to the commencement of construction of the Highway Improvements, furnish a payment bond for its contractor, subcontractors, and/or vendors for the Highway Improvements, naming County as obligee and Caltrans as additional obligee and to carry liability insurance in accordance with Caltrans Standard Specification.
2.16. AMCAL must, no later than 180 days after the effective date of AMCAL's Joint Use Agreement with the City, modify the southern driveway connection to Route 34 to install a gate at that location, which gate shall become operational at the same time as Caltrans accepts the Highway Improvements as complete.
3. Termination of Agreement. This Agreement remains in effect until Caltrans fully and finally accepts from County the ROW Easements and Highway Improvements, or until AMCAL has completed the gate installation and the gate is operational as described in section 2.16, whichever comes later.
4. AMCAL Not an Agent or Employee of County. AMCAL, and its contractors and agents, are independent contractors; are not agents or employees of County; and are not entitled to participate in any pension plan, insurance, or any type of benefit County provides its employees.
5. Insurance. AMCAL must maintain insurance throughout the term of this Agreement that is it compliance with the insurance requirements of section 5-4 of the "Greenbook" Standard Specifications for Public Works Construction, 2021 edition, as it may be amended.
6. Entire Understanding. This Agreement, including its exhibits, is an integrated agreement and constitutes the final expression and the complete and exclusive statement of the terms of the parties' agreement with respect to the subject matter hereof. Except as otherwise provided herein, this Agreement may not be amended except in a writing executed by both Parties.
7. Notices. All notices required or permitted under this Agreement must be made in writing and served by personal delivery, overnight mail, or United States first-class mail, postage prepaid, on the other Party at the following address:
To AMCAL: AMCAL Terra Campagna Fund, L.P.
30141 Agoura Road, #100 Agoura Hills, CA 91301-4332
To County: County of Ventura Public Works Agency Public Works Director 800 South Victoria Avenue #1670, Ventura, CA 93009-1670 Service of notice is deemed complete on the date of actual delivery, if by personal delivery or overnight mail, or at the expiration of the third day after the date of mailing (whether or not actually received by the addressee), if by United States first-class mail. A party may change that party's address as set forth in this section by serving notice as provided in this section.
8. Third Party Beneficiaries. Except as otherwise provided herein, this Agreement does not confer a third party beneficiary right of action on any third party.
9. Legal Representation. Each Party warrants and represents that in executing this Agreement, that Party has relied upon legal advice from attorneys of the Party's choice; that the terms of this Agreement have been read and their consequences (including risks, complications, and costs) completely explained to the Party by those attorneys; and that the Party fully understands the terms of this Agreement. Each Party further acknowledges and represents that the Party has lawful authority to execute this Agreement; has executed this Agreement freely and voluntarily without the undue
influence of any person; and has not relied on any inducements, promises, or representations made by any person not expressly set forth in this Agreement.
10. No Waiver. Failure by a Party to insist upon strict performance of each and every term, condition, and covenant of this Agreement does not constitute a waiver or relinquishment of that Party's rights to enforce any term, condition, or covenant.
11. Partial Invalidity. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the Parties intend, and it must be so deemed, that the remaining provisions of this Agreement continue in full force without being impaired or invalidated in any way.
If such provision is held to be invalid, void, or unenforceable due to its scope or breadth, such provision must be deemed valid to the extent of the scope or breadth permitted by law.
12. Interpretation of Agreement. For purposes of interpretation, this Agreement must be deemed to have been drafted by both Parties, and no ambiguity may be resolved against any Party by virtue of hat Party's participation in the drafting of the Agreement. Accordingly, Civil Code section 1654 doe not apply to the interpretation of this Agreement. Where appropriate in the context of this Agreement the use of the singular includes the plural, and the use of the masculine includes the feminine and/or
13. Counterparts. This Agreement may be executed in two or more counterparts, each of which constitutes an original, but all of which together constitute one and the same Agreement.
In witness whereof, the parties hereto have executed this Agreement.
For AMCAL:
AMCAL TERRA CAMPAGNA FUND, L.P.,
a California limited partnership
By: AMCAL Multi-Housing Inc.,
a California corporation,
By:
Arjun Nagarkatti, President
Dated: 10-9-2025
For County:
By:
Print Name:
Director,
Public Works Agency
Dated: