Agenda packet — Oxnard City Council, April 5, 2022 (part 2 of 3)

2.20, 2.21, 2.22, 2.23, 2.26, 2.27, 2.28, 2.29, 2.30, 2.31, 3.1, 3.4, 4.2, 4.5, 4.32, 6.5, 6.6, 7.5, 7.6,

7.18, 7.19, 8.3, and 8.4; and Exhibits 2.B, 2.C, 2.D, 2.I, 2.J, 3.A, 3.B, and 3.C of The RiverPark Specific Plan to introduce a new high density land use designation within Planning Districts B, C, and D (Residential: Very High (30-80 units/acre)); create a new development type (Apartments - Urban); revise planning area boundaries; update the Land Use Table; and update exhibits for consistency with proposed changes. The new land use designation will be applied in combination with the existing Commercial: Regional land use. This will allow for the option to develop up to 1,025 additional residential units under the RiverPark Specific Plan, in exchange for a reduction of up to approximately 562,457 square feet of non-residential development potential in accordance with specified development scenarios, as identified in the RiverPark Specific Plan within the project area (herein referred to as the “Project”); and
WHEREAS, in July 2002 the City Council certified Final Environmental Impact Report (FEIR) No. 2000-03 (State Clearinghouse No. 2000051046) and adopted a Statement of Overriding Considerations. The FEIR was prepared to analyze potential impacts associated with the approval and the implementation of The RiverPark Specific Plan and the anticipated build out of the 702-acre specific plan site. The FEIR No. 00-03 found four areas of significant impacts (Earth Resources- Mineral Resources, Water Quality, Agricultural Resources, and Cultural Resources-Historical Resources); and
WHEREAS, an EIR Addendum was prepared to summarize the site specific technical clarifications with respect to the following impact analysis areas associated with the proposed SPA and Development Agreement Amendment (DAA) Land Use, Aesthetic, Earth Resources, Biological Resources, Water Resources, Transportation and Circulation, Agricultural Resources, Air Quality, Noise, Public Schools, Fire Protection, Police Protection, Parks and Recreation, Solid Waste Management, Library Services, Stormwater Drainage, Water Supply and Distribution, Wastewater Service, Entergy, Cultural Resources, Hazards, Wildfire, and Tribal Cultural Resources. The EIR Addendum concluded that no additional significant impacts were identified in Addendum No. 15 prepared for this Project, nor would the Project substantially increase the severity of previously anticipated significant impacts. No additional mitigation measures are required; and
WHEREAS, on December 16, 2021, the Planning Commission of the City of Oxnard (“Planning Commission ”) conducted a duly noticed public hearing where written and oral comments were received and reviewed to consider an application for Specific Plan Amendment No. 7 (PZ 20-630-01) in accordance with Chapter 16-575 of the Oxnard City Code; and WHEREAS, on December 16, 2021, the Planning Commission reviewed all of the information provided in the staff report and considered the testimony given at the public hearing, including all written communications to the Planning Commission, as well as other pertinent information and deliberated the merits of the Project. The Planning Commission voted to amend staff's recommended action to remove the Residential: Very High land use from District D of the RiverPark Specific Plan and not allow additional housing in District D, subject to the preparation of 119
Ordinance No. 3009
RiverPark Specific Plan Amendment No. 7 (PZ 20-630-01)
City Council Hearing Date: April 5, 2022

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a written amended resolution to be considered at the Planning Commission meeting on January 13, 2022; and
WHEREAS, the Planning Commission found, after due study, deliberation and a duly noticed public hearing on January 13, 2022, and received and reviewed written and oral comments, presented by staff and the Applicant with a series of questions, and that the project, as amended, meets the criteria set out in Chapter 16-575 of the Oxnard City Code; and WHEREAS, the Planning Commission adopted Resolution 2022-03 recommending that the City Council approve Planning & Zoning Permit No. 20-630-01 (Specific Plan Amendment) as revised; and
WHEREAS, on March 15, 2022, the City Council of the City of Oxnard conducted a duly noticed public hearing to consider the request to approve Planning and Zoning Permit No. 20-630- 01 (Specific Plan Amendment), both as originally proposed by the Applicant (to include the Residential: Very High land use in Districts B, C and D of the RiverPark Specific Plan and allow additional housing in Districts B, C and D), and as recommended by the Planning Commission, in accordance with the OCC; and
WHEREAS, the City Council received written and verbal comments from the public; and WHEREAS, pursuant to CEQA Guidelines §15164, the City Council considered Addendum No. 15 with FEIR No. 00-03 and all subsequent addendums prior to making recommendations on the Project; and
WHEREAS, in accordance with Section 15164 of the California Code of Regulations, the City Council has determined that minor changes are proposed to the project for which an FEIR were previously certified; and that an Addendum is the appropriate environmental document to evaluate the minor changes in the Project, and has prepared an Addendum thereto because the proposed changes to the original Specific Plan and DA would not result in any new additional significant impacts, nor would they substantially increase the severity of previously anticipated significant impacts. The City Council has determined that there is no substantial evidence that the Project would result in new or substantially more severe impacts than those identified in FEIR No. 00-03.

Rather, all of the impacts associated with the Project are within the envelope of impacts addressed in the Certified FEIR and do not constitute a new or substantially increased significant impact.

1. As outlined in Section 6(b) and Attachment F of the Planning Commission Staff report dated December 16, 2021, the proposed Specific Plan Text and Map Amendment is in conformance with the 2030 General Plan and other adopted policies of the City of Oxnard;
120
Ordinance No. 3009
RiverPark Specific Plan Amendment No. 7 (PZ 20-630-01)
City Council Hearing Date: April 5, 2022

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2. As outlined in Section 6(c) of the Planning Commission Staff report dated December 16, 2021, the proposed Specific Plan Text and Map Amendment is a logical refinement and internally consistent with the adopted RiverPark Specific Plan; and

3. As determined in the Addendum to FEIR No. 00-03, the proposed Specific Plan Text and Map Amendments will not adversely affect or be materially detrimental to adjacent land uses, buildings or structures or to the public health, safety or general welfare;

4. As outlined in Section 6(c - g) of the Planning Commission Staff report dated December 16, 2021, the proposed RiverPark Specific Plan Amendment conforms to adopted City standards and constitutes good City planning; and
WHEREAS, the Applicant agrees that at its own expense, to indemnify and defend the City of Oxnard and its agents, officers and employees from and against any claims, actions or proceedings to attack, set aside, void or annul the approval of this Ordinance or any actions or proceedings, acts or determinations taken, done or made before the approval of this Ordinance that were part of the approval process.

NOW, THEREFORE, the City Council of the City of Oxnard does hereby ordain as follows:

SECTION 1. The Recitals above are true and correct and incorporated herein by this reference.

SECTION 2. The City Council finds that the Riverpark Specific Plan Amendment is internally consistent with all other provisions of the City of Oxnard 2030 General Plan.

SECTION 3. The City Council finds that the Riverpark Specific Plan Amendment will not be detrimental to the public interest, health, safety, convenience, or welfare of the City.

SECTION 4. The City Council finds that the project site associated with the Riverpark Specific Plan Amendment is physically suitable in terms of design, location, operating characteristics, shape, size, topography, and the provision of public and emergency vehicle access, and public services and utilities and is served by highways and streets adequate in width and improvement to carry the kind and quantity of traffic the proposed use would likely generate, to ensure that the proposed use(s) and/or development will not endanger, jeopardize, or otherwise constitute a hazard to the property or improvements in the vicinity in which the property is located.

SECTION 5. The City Council determines that the proposed RiverPark Specific Plan Amendment is the best use for the subject project site.

SECTION 6. The City Council determines that the RiverPark Specific Plan Amendment is in the best interests and welfare of the City and its residents.

SECTION 7. In approving this ordinance for the RiverPark Specific Plan Amendment, the City Council finds and determines the project is in compliance with the California Environmental Quality Act because Addendum No. 15 to FEIR No. 00-03, and Subsequent Addendums was 121
Ordinance No. 3009
RiverPark Specific Plan Amendment No. 7 (PZ 20-630-01)
City Council Hearing Date: April 5, 2022

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considered by the Planning Commission at the public hearing for the RiverPark Specific Plan Amendment and Development Agreement Amendment. The Addendum to the FEIR No. 00-03 was prepared pursuant to the requirements of the California Environmental Quality Act (CEQA, Public resources Code §§ 21000, et seq.), the regulations promulgated thereunder (14 California Code of Regulations, §15000, et seq., CEQA Guidelines), and the City’s Environmental Review Guidelines.

The City of Oxnard is the Lead Agency. The Addendum is appropriate pursuant to CEQA Guidelines § 15164 since only minor changes and additions to the FEIR are necessary to address the Project changes and no circumstances exist calling for the preparation of a subsequent environmental impact report pursuant to CEQA Guidelines § 15162 and 15163. With implementation of the FEIR No. 00-03 mitigation measures, there is no substantial evidence that the proposed project will have a significant effect upon the environment.

SECTION 8. Pursuant to Government Code Section 65863.5, the City Clerk shall mail a copy of this ordinance to the Assessor of Ventura County within thirty (30) days from the adoption of this ordinance; and
SECTION 9. Planning and Zoning Permit No. 20-630-01 (Specific Plan Amendment No. 7 to RiverPark Specific Plan) is approved as originally proposed by the Applicant to amend Sections Pages i, 1.1, 1.6, 2.1, 2.9, 2.11, 2.12, 2.13, 2.14, 2.15, 2.16, 2.17, 2.18, 2.20, 2.21, 2.22, 2.23, 2.26,

2.27, 2.28, 2.29, 2.30, 2.31, 3.1, 3.4, 4.2, 4.5, 4.32, 6.5, 6.6, 7.5, 7.6, 7.18, 7.19, 8.3, and 8.4; and Exhibits 2.B, 2.C, 2.D, 2.I, 2.J, 3.A, 3.B, and 3.C of The RiverPark Specific Plan to introduce a new high density land use designation within Planning Districts B, C, and D (Residential: Very High (30-80 units/acre)); create a new development type (Apartments - Urban); revise planning area boundaries; update the Land Use Table; and update exhibits for consistency with proposed changes.

The new land use designation will be applied in combination with the existing Commercial:

Regional land use. This will allow for the option to develop up to 1,025 additional residential units under the RiverPark Specific Plan, in exchange for a reduction of up to approximately 562,457 square feet of non-residential development potential in accordance with specified development scenarios, as identified in the RiverPark Specific Plan, subject to mitigations listed in FEIR No. 00- 03 for The RiverPark Specific Plan (all amendments as identified within Exhibit A).

SECTION 10. Pursuant to Government Code Section 36933(c)(1), the City Attorney was designated to prepare, and the City Clerk published, a summary of this Ordinance, and a certified copy the Ordinance was posted in the Office of the City Clerk a minimum of five days before the City Council’s adoption of the Ordinance.

SECTION 11. The City Clerk shall certify as to the adoption of this ordinance and shall cause the summary thereof to be published within fifteen (15) days of the adoption and shall post a certified copy of this ordinance, including the vote for and against the same, in the office of the City Clerk, in accordance with Government Code Section 36933. Ordinance No. 3009 was first read on March 15, 2022, and finally adopted on April 5, 2022 to become effective thirty days thereafter. 122
Ordinance No. 3009
RiverPark Specific Plan Amendment No. 7 (PZ 20-630-01)
City Council Hearing Date: April 5, 2022

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PASSED AND ADOPTED this 5th day of April, 2022 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

RECUSED:

ATTEST:
______________________________ ________________________________ Rose Chaparro, City Clerk John C. Zaragoza, Mayor APPROVED AS TO FORM:
___________________________________
Stephen M. Fischer, City Attorney
123
Ordinance No. 3009
RiverPark Specific Plan Amendment No. 7 (PZ 20-630-01)
City Council Hearing Date: April 5, 2022

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EXHIBIT A

SPECIFIC PLAN AMENDMENT PAGES
124

R I V E R P A R K S P E C I F I C P L A N

CITY OF OXNARD, CALIFORNIA

SHEA PROPERTIES

AMENDMENTt o t h e
final submittal
12/3/2021
125
i

PROJECT TEAM

RIVERPARK SPECIFIC PLAN
prepared for RiverPark Development, LLC by AC Martin Partners with

RTKL / EDSA / CRAIN AND ASSOCIATES / WILLIAM HEZMALHALCH ARCHITECTS / HUITT-ZOLLARS April 12, 2005
Jurisdiction City of Oxnard
Developer RiverPark Development, LLC
Project Management Keller CMS, Inc.

Prime Consultant, Planning and Urban Design AC Martin Partners, Inc.

Commercial Planning RTKL
Residential Design Standards William Hezmalhalch Architects, Inc.

Landscape Architecture EDSA
Civil Engineering Huitt-Zollars, Inc.

Wetlands Planning Integrated Water Resources, Inc.

Traffic Planning and Engineering Crain and Associates Reclamation Fugro West, Inc.

Natural Factors BioResource Consultants
Legal Colantuono, Levin and Rozell, APC

RiverPark Specific Plan 2021 Amendment
incorporating Specific Plan Amendments and
errata items and Minor Modification through December 3, 2021 Update prepared by
the City of Oxnard
Di Cecco Architecture, Inc.

Meridian Consultants
Gibson Traffic Engineers
126

PROJECT SUMMARY

PURPOSE OF THE SPECIFIC PLAN

LEGAL ASPECTS

COMMUNITY SETTING

PROPOSED LAND USE, OPEN SPACE AND

UTILITIES

ORGANIZATION OF THE SPECIFIC PLAN

1.1 1.2

1.3 1.4

1.5 1.6
section page
1 INTRODUCTION
1 . 1

R I V E R P A R K S P E C I F I C P L A N
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1.1 PROJECT SUMMARY
RiverPark is a 702-acre new community located
at the northeast portion of the intersection of the
Ventura Freeway and the Santa Clara River in
southern Ventura County, California (Exhibits 1.A
and 1.B).

RiverPark development objectives are derived from
the physical, demographic and market environment
of the Specific Plan Area, identified development
needs and potentials, and the provisions of the City
of Oxnard’s 2020 General Plan. Based on completed
market studies, build-out is anticipated in ten to
fifteen years.

RiverPark has been carefully planned as a master-
planned, mixed-use community with a strong sense
of place. It is intended to foster social cohesion,
minimize energy use, and encourage pedestrian
activity. All aspects of RiverPark are designed to
achieve these ends.
 Each of RiverPark’s thirteen Planning Districts
will have its own character and identity, yet
each will contribute to creating RiverPark as a
cohesive community.
 The project includes the facilities needed by
a complete community: residential neighbor -
hoods, regional and neighborhood retail centers,
a hotel, elementary and secondary schools, and
a complete system of parks and play fields.
 These facilities are linked by a project-wide
open space, pedestrian and vehicle circulation
and utility network.
 The site plan and circulation network are de -
signed and coordinated to invite and maximize
pedestrian use. This is achieved by providing
mixed land uses within walkable distances and
linking them with attractive pedestrian corridors
and public transit.
 The core of the community, its residential neigh-
borhoods, can incorporate up to 4,068 single-
family and multi-family units in a wide variety
of detached and attached product types. The
variety, character and quality of these neighbor-
hoods will reflect the character and history of
Oxnard and fulfill the intentions of the City of
Oxnard 2020 General Plan. Affordable housing
will be provided per 7.10.3 of this Specific Plan.
 Up to 2,098,000 square feet of retail, hotel/
convention and office uses, supported by con-
venient parking as well as the local and regional
commercial markets, will serve RiverPark’s
neighborhoods.
 Community and publicly-oriented facilities will
include three schools, a number of passive and
active parks of varying sizes, and sites which
can be used by public entities such as religious
institutions and recreational centers.
 The landscape will be a rich and attractive open
space environment. All of RiverPark’s open
space areas, including its circulation corridors,
are planned as embracing, inviting environments
supporting pedestrian use, social interaction,
recreation and play.
 The landscape plays a critical environmental
role by preserving attractive viewsheds, creating
vistas, providing comfortable microclimates,
establishing visual identity, buffering noise and
unattractive views, and creating privacy. The
landscape will also preserve areas of unique
visual, historic and natural value on the site.
 A new storm water control system accommo -
dates flows from within and outside the property.

The existing sand and gravel pits and related
surface facilities will be reclaimed and remedi-
ated to ensure protection of surface water and
ground water quality.
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1 INTRODUCTION
1 . 6

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access from the freeway as well as from downtown
Oxnard to RiverPark.

Caltrans is also planning a new Ventura Freeway/
Santa Clara River bridge crossing, and the widening
of the freeway immediately east and west of the new
bridge. A supplemental EIR/EIS, prepared for this
project, has been certified.

1.5 PROPOSED LAND USE, OPEN

SPACE AND UTILITIES
The RiverPark Specific Plan allows development
of a new mixed-use community containing com -
mercial, residential, recreational, educational and
open space uses within the proposed Specific Plan
Area. The land uses for the project are presented in
Exhibits 2.B, 2.C and 2.D.

The Land Use Plan reflects a unique mix of regional
and community-oriented commercial uses with some
residential neighborhoods in the southern part of the
Specific Plan Area, and a new residential community
in the north. An open space network will link the
various land use areas and facilitate pedestrian and
bicycle circulation throughout the community.

The Plan allows for flexibility in density and pro -
posed land uses. A number of commercial and
residential building types allow a range of densities
and products in many portions of the Specific Plan
Area. Limited commercial and live/work uses are
allowed on the first floor of multi-family residential
development in some of the residential and commer-
cial Planning Districts. An area in Planning District
“A” with a “mixed-use” land use designation allows
two alternate development mixes. In addition, the
Specific Plan provides for flexibility in the planned
uses by allowing alternative Specially Permitted
uses subject to the granting of a Special Use Permit
by the City.

1.5.1 RiverPark “A”
RiverPark “A” will contain a mix of retail, office,
hotel and residential uses. The Plan reduces the
approximately 4.4 million square feet of retail uses
allowed by the Oxnard Town Center Specific Plan
to

2.098 million square feet, a reduction of approxi-
mately 2.275 million square feet. Planning District
D (Exhibit 2.B) would include regionally and neigh-
borhood-oriented retail as well as an entertainment-
retail area emphasizing local and regional culture
and interests. This District would also incorporate
670-994 Residential: High and Residential: Very
High units, and the ability to include vertical mixed-
use units in buildings with commercial ground floor
level uses and residential units above and a hotel.

The adjacent Planning District A allows office and
residential uses.

The Specific Plan also allows development of alter-
nate uses in two planning districts:
 Residential: Medium uses instead of the Schools/
Community Park use allowed by-right in Plan-
ning District G, the Village Square Neighbor -
hood District; and
 Residential: Medium uses instead of the
Schools/Community Park use allowed by-right
in Planning District J, the RiverPark Mews
Neighborhood District.

The right to build non-school uses in the Planning
Districts where Schools/Community Parks are the
permitted land use is allowed only with the fulfill -
ment of two conditions:
a) The Rio School District must prepare a written
document indicating that it does not want to
purchase or utilize the land; and
b) T he Planning Commission grants a Special Use
Permit for the non-school use.

1.5.2 RiverPark “B”
RiverPark “B” contains residential, open space and
public facilities uses. The existing El Rio Detention
Basin No. 2 will be filled and reclaimed. Residential
neighborhoods will be developed in Planning Dis -
tricts H, I, J and K. Commercial and live/work uses
are allowed on the first floor of multi-unit residential buildings in limited areas of Planning Districts I, J
and K.

Planning District J is planned to include a new el -
ementary and middle school occupying a joint site
with associated open space/parks. The school’s play
fields could be shared with the community when not
required for school activity, subject to agreement
128

INTRODUCTION

LAND USE CONCEPT

PROJECT BOUNDARIES AND

PLANNING DISTRICTS

LAND USES

DEVELOPMENT CONTROLS

2.1 2.2

2.3 2.4

2.5 section page
2 LAND USE
M a s t e r P l a n
2 . 1

R I V E R P A R K S P E C I F I C P L A N
prepared for RiverPark Development, LLC by AC Martin Partners with

RTKL / EDSA / CRAIN AND ASSOCIATES / WILLIAM HEZMALHALCH ARCHITECTS / HUITT-ZOLLARS April 12, 2005

2.1 INTRODUCTION
The Land Use Master Plan is the basic coordinating
master plan of this document and establishes some
of the key development requirements.

This Section defines RiverPark’s land use concept
and Specific Plan Area boundaries. It then defines
the boundaries of the thirteen Planning Districts
which together comprise the Specific Plan Area.

For each of these Planning Districts, Section 2 then
defines allowable development in terms of param -
eters including: Permitted and Specially Permitted
land uses, location of land uses, maximum allowable
commercial square footage, the maximum number
of dwelling units for the Project as a whole, and the
allowable range of dwelling units and allowable uses
within each Planning District.

2.2 LAND USE CONCEPT

2.2.1 Summary
The RiverPark Project provides a complete and bal-
anced mix of residential, commercial, entertainment
and open space uses serving a broad range of local
and regional users. Exhibit 2.A, the Illustrative Site
Plan, shows a plan view of RiverPark in accordance
with the standards of the Specific Plan.

2.2.2 Land Use Concept

2.2.2.1 The Residential Community
Number of Units: Up to 4,068 residential units will
be permitted by the Specific Plan. These units will
serve the City of Oxnard and the region as a signifi-
cant new housing resource for people with a broad
range of incomes and lifestyles.

Permitted Residential Land Uses: Three categories
of permitted residential land uses are defined in the
Land Use Plan, Permitted Uses, Exhibit 2.B:
 Residential: Low-Medium (densities between 8
and 12 dwelling units per gross acre).
 Residential: Medium (densities between 12 and
18 dwelling units per gross acre).
 Residential: High (densities between 18 and 30
dwelling units per gross acre).
 Residential: Very High (densities between 30
and 80 dwelling units per gross acre).

The term “gross acre” is defined in Section 8.

Location of Residential Densities: Single-family
detached homes in the northern portion of RiverPark
(RiverPark “B”) transition to multi-unit housing with
the greatest density adjacent to the Regional Com-
mercial uses in the southern portion of the Project,
RiverPark “A.”
Residential Product Types: Within each residential
land use category,
seven product types ranging from
single-family detached to multi-family will be al -
lowed, in order to provide a full range of housing
opportunities within RiverPark.

Residential Live/Work Units: Optional live/work
units are allowed in certain residential product types, permitting small ground floor retail uses or optional
live/work units. See Section 4, the Residential Mas-
ter Plan, for specific requirements. Also refer to the
vertical mixed-use Product Type 5-R described in
Section 4, which permits residential uses above the
ground levels of certain commercial structures.

Residential Neighborhoods: The residential neigh-
borhoods are designed to be walkable, intercon -
nected, mixed-use and transit-supportive.

2.2.2.2 Commercial Uses
Permitted Commercial Land Uses: The Project
will incorporate almost 2.2 million square feet of
regional and neighborhood-oriented commercial
facilities. The four Specific Plan commercial land
uses are defined by the Land Use Plan, Permitted
Uses, Exhibit 2.B:
 Commercial: Regional
update through 3/2012
Modified in
SPA 2012
129
exhibit

2.B
August 27, 2002
prepared for RiverPark Development, LLC by AC Martin Partners with

RTKL / EDSA / CRAIN AND ASSOCIATES / WILLIAM HEZMALHALCH ARCHITECTS / HUITT-ZOLLARS LAND USE PLAN: PERMITTED USES
update through 3/2012
Modified in
SPA 2015
130
131
LAND USE PLAN: SPECIALLY PERMITTED USES
200' 400' 800' 1,600 Feet0
Planning Districts
Mixed Use District
West Peripheral Commercial District
East Peripheral Commercial District
West Corridor Commercial District
Town Square Commercial District
Vineyards Neighborhood District
Village Square Neighborhood District
RiverPark Crescent Neighborhood District
RiverPark Loop Neighborhood District
RiverPark Mews Neighborhood District
Lakeside Neighborhood District
Public Facility District
Water Storage/Recharge Basins &
Storm Water Control District
A
C
D
J
LM
E
F
H
I
J
K
L
G
A
B
C
D
M
B
K
F
G
I
H
E
RIVERPARK LAND USE PLAN:

SPECIALLY PERMITTED USES
Land Use Plan Date: February 14, 2002
Planning District G & J : Residential: Medium use for
an area designated on the Land Use Plan: Permitted
Uses for Schools/Community Park in Planning Districts
G & J can only be applied for after the Rio School
District submits a letter indicating that it does not want to purchase or utilize the land.

Civic Assembly uses are considered Specially Permitted
Uses which may be located within any of the Planning
Districts except Planning District M.

Residential: Medium (12-18 DU/gross acre)
Land Use
Specific Plan Area
Planning District Boundary
Planning District DesignationJ
Notes:
prepared for RiverPark Development, LLC by AC Martin Partners with

RTKL / EDSA / CRAIN AND ASSOCIATES / WILLIAM HEZMALHALCH ARCHITECTS / HUITT-ZOLLARS exhibit
August 27, 2002

2.D
Land Use Plan Date:

February 14, 2002
Legend

SANTA CLARA RIVER

MYRTLE STREET

OXNARD BOULEVARD

KIAWAH RIVER DRIVE

VENTURA ROAD

FOREST PARK BOULEVARD

GARONNE STREET

OXNARD BOULEVARD

LAKEVIEW COURT

VINEYARD AVENUE

SIMON WAY

MOSS LANDING BOULEVARD

MOSSLANDING BOULEVARD
US ROUTE 101 FREEWAY

FOREST PARK BOULEVARD
THAMES
RIVER
DRIVE
SPA1 2010
July 26, 2011
update through 3/2012
132

PLANNING DISTRICT DESIGNATION
August 27, 2002
prepared for RiverPark Development, LLC by AC Martin Partners with RTKL / EDSA / CRAIN AND ASSOCIA TES / WILLIAM HEZMALHALCH ARCHITECTS / HUITT-ZOLLARS exhibit

2.I

MOSS LANDING BOULEVARD
WHALEN
WAY
MOSS
update through 3/2012
133
exhibit

2.J
August 27, 2002
prepared for RiverPark Development, LLC by AC Martin Partners with

RTKL / EDSA / CRAIN AND ASSOCIATES / WILLIAM HEZMALHALCH ARCHITECTS / HUITT-ZOLLARS

LAND USE SUMMARY BY PLANNING DISTRICT
Modified in
SPA 2012
Developer RiverPark Legacy LLC RiverPark SPECIFIC PLAN EXHIBIT 2.J 11/30/21 SPA
Consultant
s

MERIDIAN CONSULTANTS / GIBSON TRANSPORTATION /

DI CECCO ARCHITECTURE LAND USE SUMMARY BY PLANNING DISTRICT Revi sed per Errata to i ncl ude devel opment adj ustments through 3/12/2012 and Mi nor Mod dated 3/13/12 / S ee notes at bottom of thi s page Planning
District Land Use Gross Acreage 1
Max Commercial
KSF Allowable for
Each Planning
District
Allowable Dwelling Unit
Range For Each Planning
District 7
A Mixed Use/Office District
MIXED USE RESIDENTIAL: HIGH 3 21.1 0 317- 440
COMMERCIAL: OFFICE Parcels w ith existing offices 15.4 115 Remaining parcels designated
Commercial: Office 9.3 341
COMMERCIAL:OFFICE/opt. OPEN SPACE:PARK SPACE 1.3 0
OPEN SPACE: MISCELLANEOUS: DRY
SWALES / DETENTION BASINS 0.4 NA
Subtotals Planning District A 10

47.5 456 317-440
B West Peripheral Commercial District
option: COMMERCIAL: REGIONAL 11 5.5 104
option: RESIDENTIAL: VERY HIGH 11,12 300-333
Subtotals Planning District B 5.5 104 300-333
C West Corridor Commercial District
COMMERCIAL: REGIONAL 24 120
COMMERCIAL: HOTEL 9 158
option: COMMERCIAL: REGIONAL 11 200
option: RESIDENTIAL: VERY HIGH 11,12 250-280
OPEN SPACE: PARK SPACE 0.6 NA
Subtotals Planning District C 24.6 478 250-280
D Town Square Commercial District
COMMERCIAL: REGIONAL (Retail/Entertainment) 68.2 812
VERTICAL MIXED USE OVERLAY 0
option: COMMERCIAL: REGIONAL 11 137
option: RESIDENTIAL: VERY HIGH 11,12 380-412
RESIDENTIAL: HIGH3 15.0 0 220-512
OPEN SPACE: PARK SPACE 3.5 NA
OPEN SPACE: MISCELLANEOUS: DRY SWALES/
DETENTION BASINS 0.8
OPEN SPACE: LANDSCAPE BUFFER 0.9 NA
Subtotals Planning District D 88.4 949 600-924
E East Peripheral Commercial District
COMMERCIAL: REGIONAL 7.5 110
PUBLIC FACILITIES 1.4 NA
Subtotals Planning District E 8.9 110 NA
F Vineyards Neighborhood District
RESIDENTIAL: HIGH3 12.3 NA 140-310
RESIDENTIAL: MEDIUM3 15.5 0 8 150-172
OPEN SPACE: PARK SPACE 2.1 NA
OPEN SPACE: NEIGHBORHOOD PARK 7.4
OPEN SPACE: LANDSCAPE BUFFER 0.6
Subtotals Planning District F 37.9 0 290-482
G Village Square Neighborhood District
RESIDENTIAL: MEDIUM3 37.6 0 8 325-425
OPEN SPACE: PARK SPACE 2.8 NA
OPEN SPACE: MISCELLANEOUS: DRY SWALES/
DETENTION BASINS 1.2
SCHOOLS / COMMUNITY PARK2,4,5 11.4 NA
Subtotals Planning District G 53.0 0 325-425
H RiverPark Crescent Neighborhood District
RESIDENTIAL: LOW MEDIUM 80.6 NA 450-492
OPEN SPACE: NEIGHBORHOOD PARKS 3.3
Subtotals Planning District H 83.9 0 450-492
I RiverPark Loop Neighborhood District
RESIDENTIAL: MEDIUM3 43.0 0 8 375-510
OPEN SPACE: PARK SPACE 6.6 NA
OPEN SPACE: NEIGHBORHOOD PARKS 5.8
OPEN SPACE: MISCELLANEOUS: WATER
FEATURE 1.4
Subtotals Planning District I 56.8 0 375-510
J RiverPark Mews Neighborhood District
RESIDENTIAL: MEDIUM3 21.0 0 8 220-310
OPEN SPACE: PARK SPACE 1.4 NA
OPEN SPACE: NEIGHBORHOOD PARKS 6.1
OPEN SPACE: LANDSCAPE BUFFER 2.5
SCHOOLS / COMMUNITY PARK2,4,5 30.4 NA
Subtotals Planning District J 61.4 0 220-310
K Lakeside Neighborhood District
RESIDENTIAL: MEDIUM3 10.5 0 8 70-98
OPEN SPACE: MISCELLANEOUS: DRY SWALES/
DETENTION BASINS 8.0 NA
Subtotals Planning District K 18.5 0 70-98
L Public Facility District
PUBLIC FACILITIES 2.5 NA
OPEN SPACE: MISCELLANEOUS: DRY SWALES/
DETENTION BASINS 11.1 NA
Subtotals Planning District L 13.6 0 NA
M Water Storage / Recharge Basins and Storm Water Control District OPEN SPACE: MISCELLANEOUS: WATER
STORAGE / RECHARGE BASINS 168.6 NA
OPEN SPACE: MISCELLANEOUS: DRY SWALES/
DETENTION BASINS 19.3
OPEN SPACE: LANDSCAPE BUFFER 14.0 NA
Subtotals Planning District M 201.9 0 NA
TOTALS FOR SPECIFIC PLAN AREA Total acreage within Specific Plan Area: 701.9 acres Maximum dwelling units allowed within Specific Plan Area: 4,068 du Maximum commercial KSF allowed within Specific Plan Area: 2.089 ksf 1 Gross acreage is measured to centerline of bounding streets and / or to the Project Boundary 2 Net scho o l site a rea in Pla nning District J = 2 7 . 3 a c res: Net sc ho o l sit e a rea in Pla nning Dist ric t G = 10.0 A cre s 3 Vertica l Mixed Uses a nd / o r Live/Wo rk units a re p ermitted in p o rtio ns o f this District a s d efined in Sp ecific Pla n Sectio ns 2, 3, 4 a nd Exhib it 2.C 4 Sp ecia lly Permitted Uses a re a llo wed in p o rtio ns o f this a rea a s d efined in Sp ecific Pla n Sectio n2 (La nd Use) 5 Sp ecia lly Permitted La nd Uses fo r sites d esig na ted fo r Scho o ls/Co mmunity Pa rk la nd use ca n o nly b e a p p lied fo r a fter the R io Scho o l District sub mits a letter indicating that it does not want to purchase or utilize the land. 6 Allo ca tio n o f resid entia l units a mo ng Pla nning Districts is sub ject to o ng o ing mo nito ring b y the Ma ster Develo p er. To ta l d welling units ca nno t exceed 4,068 units 7 Density ra ng e p ro vid es flexib ility in a llo ca ting resid entia l units within a nd b etween Pla nning Districts. Lo wer ra ng e is a sug g ested minimum.

Upper end of range is regulated through monitoring by Master Developer per note 6 to assure that the total dwelling units within RiverPark does not exceed 4,068 8 Gro und Level Co mmercia l a nd /o r Live/Wo rk use
Refer to S peci fi c Pl an S ecti ons 2, 3, and 4 for detai l ed descri pti ons of Permi tted and S peci al l y Permi tted l and uses and devel opment standards. Thi s Land Use S ummary (Exhi bi t 2.J) and Exhi bi ts 2.B and 2.C i ndi cate Permi tted (by ri ght) uses onl y. S ee S ecti on 2 and Exhi bi t 2.D for S peci al l y Permi tted Uses. 9 Hotel number of rooms is 320 total with corresponding 272k sf, decreased per SPA to 158k sf 10Sub to ta ls reflect Development Option A, chosen per page 4.5 of the Specific Plan 11 Commerci al or resi denti al devel opment i s al l owed as opti ons, but not both. Resi denti al devel opment i s al so regul ated by 7.10.4 12 S uggested maxi mums per Di stri ct. Can be exceeded by up to 15% ( per 7.5.3) i n Di stri cts B,C,D as l ong as total uni ts do not exceed 1025 i n those Di stri cts. 134
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LAND USE SUMMARY*
Permitted Land Use Gr oss Max KSF Allowed DU
Acr eage Allowable Range

MIXED-USE
Development Option A: All Residential (option chosen)
RESIDENTIAL: HIGH 21.1 0 317-440
Development Option B: Commer cial/Residential (NA)
COMMERCIAL: OFFICE 14.4 NA na
RESIDENTIAL: HIGH 6.7 NA NA
COMMERCIAL: OFFICE
Parcels with Existing Offices 15.4 115 na
Remaining Parcels Designated Commercial 9.3 341 na
COMMERCIAL: OFFICE OR OPEN SPACE: PARK SPACE 1.3 0 na OPEN SPACE: MISCELLANEOUS 0.4 na na
Dry Swales/Detention Basins
Planning District A Totals Opt. A 47.5 acr es 456 KSF 317-440 units Planning District A Totals Opt. B 47.5 acres NA KSF 100-150 units Note:
* See following “Allowed Uses” table for Specially Permitted uses.

2.5.2.1 PLANNING DISTRICT A: Mixed-Use/Office District update through 3/2012
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ALLOWED USES FOR EACH PERMITTED & SPECIALLY PERMITTED LAND USE*

Permitted Land Use Allowed Use
COMMERCIAL: OFFICE Professional and administrative offices, including medical, dental, attorneys, engineers, architects, insurance, real estate and other offices not engaged in merchandizing of goods or products.

Laboratories when incidental to medical, dental and similar uses.

Banks; savings and loan associations and other financial institutions.

Retail uses such as restaurants, coffee shops, gift shops and services such as barber shops, health centers and clubs and travel and ticket agencies. These uses are intended to principally serve the building occupants.

Pharmacies primarily engaged in the merchandizing of
pharmaceuticals and medical supplies.

On-sale and off-sale alcohol*
Similar uses as determined acceptable by the Director of the Development Services Department of the City of Oxnard.

RESIDENTIAL: HIGH** Multi-family units
OPEN SPACE: PARK SPACE Park
OPEN SPACE: MISCELLANEOUS
Dry Swales/Detention Basins Dry Swales/Detention Basins Notes:
* Civic Assembly use (educational, cultural, social, human services, civic assembly, not-for-profit organizations, governmental) and On-Sale and Off-Sale Alcohol use are allowed subject to granting of a Specially Permitted Use Permit based on conditions identified in Section 7.
** Vertical Mixed-Use Overlay: Refer to Section 4.

2.5.2.1 PLANNING DISTRICT A: Mixed-Use/Office District 136
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2.5.2.2 PLANNING DISTRICT B: West Peripheral Commercial District Location: Planning District B lies in the southwest corner of the RiverPark Project site. It is bordered by the Ventura Freeway to the south and the Santa Clara River levee to the west. It is adjacent to Planning District A (Mixed-Use/Office District) and Planning District C (West Corridor Commercial District). The 5.5-acre District is easily accessed from the Ventura Freeway due to the reconstruction of the Santa Clara River bridge crossing including an improved off-ramp and a widened tunnel under the US Route 101 Freeway. Oxnard Boulevard, Ventura Road and Town Center Drive provide surface street access to the Planning District. A landscaped buffer and Caltrans detention basin (not within the Specific Plan Area) separate the buildable sites from the freeway. For the boundaries and location of the Planning District, refer to Exhibit 2.I.

Permitted Land Use: This Planning District permits Residential: Very High and Commercial: Regional land use. The Specific Plan accommodates up to 333 residential units or as an alternate, if the residential units are not constructed, 104,000 square feet of retail uses including offices, retail uses and food service facilities.

Residential buildings up to six stories or commercial buildings up to two stories may be constructed, with retail and office uses. The allowable uses will benefit the most from their proximity to the freeway.

Specially Permitted Land Use: Yes
Vertical Mixed-Use Overlay: No
Optional Live/Work Units: No
Other Specific Plan Development Controls: Refer to the following sections for additional development controls and implementation information applicable to Planning District B:
 Section 3: Commercial Master Plan
 Section 4: Residential Master Plan
 Section 5: Landscape Master Plan
 Section 6: Infrastructure Master Plan
 Section 7: Implementation
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2.5.2.2 PLANNING DISTRICT B: West Peripheral Commercial District

update through 3/2012
LAND USE SUMMARY*
Permitted Land Use Gross Acreage Max KSF
Allowable
Allowed DU Range
alternate: RESIDENTIAL: VERY HIGH *** 300-333
alternate: COMMERCIAL: REGIONAL *** 5.5 104
Planning District B Totals 5.5 acres 104** KSF 300-333 units ALLOWED USES FOR EACH PERMITTED & SPECIALLY PERMITTED LAND USE* Permitted Land Use Allowed Use
RESIDENTIAL: VERY HIGH Multifamily Residential
COMMERCIAL: REGIONAL
Notes:
*
** Maximum square footage figures based on surface parking only. No parking structures are assumed. *** Development can be either residential OR commercial but not both. 5 Civic Assembly use (educational, cultural, social, human services, civic assembly, not-for-profit organizations, governmental) and On-Sale and Off-Sale Alcohol is allowed subject to granting of a Specially Permitted Use Permit based on conditions identified in Section 7.

On-sale and off-sale alcohol*
Office uses.

Freestanding restaurants; restaurants involving any drive-in or drive-through facilities.

Banks; savings and loan associations and other financial institutions.

Pharmacies primarily engaged in the merchandizing of
pharmaceuticals and medical supplies.

Retail uses such as restaurants, coffee shops, gift shops and services such as barber shops, health centers and clubs and travel and ticket agencies.

Similar uses as determined acceptable by Director of the Development Services Department of the City of Oxnard.
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2.5.2.3 PLANNING DISTRICT C: West Corridor Commercial District Location: Planning District C is a 24.6-acre site located near the southwestern corner of RiverPark. It is accessed from Oxnard Boulevard to the east and the Ventura Freeway to the south. Occupying a key public location, it is adjacent to Planning District A (Mixed-Use/Office District), Planning District B (West Periph- eral Commercial District), and Planning District D (Town Square Commercial District). For the boundaries and location of the Planning District, refer to Exhibit 2.B, Land Use Plan: Permitted Uses and Exhibit 2.I.

Permitted Land Use: The Permitted Land Uses are
Residential: Very High and Commercial: Regional, Com-
mercial: Hotel and Open Space: Park Space. The RiverPark Specific Plan allows up to 120,000 square feet of retail uses including offices, retail uses and food service facilities. The Hotel can be up to 158,000 square feet. In addition, up to 280 residential units are allowed, or as an alternate, 200,000 square feet of retail com- mercial uses are allowed if the residential units are not constructed, for a total of 478,000 s.f. of allowable commercial development within the District. Buildings up to six stories may be constructed, with residential retail, office and hotel uses. The allowable uses will benefit the most from their proximity to the freeway.

Specially Permitted Land Use: Yes
Vertical Mixed-Use Overlay: No
Optional Live/Work Units: No
Other Specific Plan Development Controls: Refer to the following sections for additional development controls and implementation information applicable to Planning District C:
 Section 3: Commercial District Master Plan
 Section 4: Residential Master Plan
 Section 5: Landscape Master Plan
 Section 6: Infrastructure Master Plan
 Section 7: Specific Plan Implementation

update through 3/2012
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2.5.2.3 PLANNING DISTRICT C: West Corridor Commercial District update through 3/2012
LAND USE SUMMARY*
Permitted Land Use Gross Acreage Max KSF
Allowable
Allowed DU Range
alternate: RESIDENTIAL: VERY HIGH ** 24 250-280
alternate: COMMERCIAL: REGIONAL ** 200
COMMERCIAL: REGIONAL 120
COMMERCIAL: HOTEL 158
OPEN SPACE: GREEN SPACE 0.6
Planning District C Totals 24.6 acres 478 250-280 units ALLOWED USES FOR EACH PERMITTED & SPECIALLY PERMITTED LAND USE* Permitted Land Use Allowed Use
RESIDENTIAL: VERY HIGH Multifamily Residential
COMMERCIAL: REGIONAL
COMMERCIAL: HOTEL
OPEN SPACE: PARK SPACE
Notes:
*
** Alternate development is residential or commercial but not both Retail uses such as restaurants, coffee shops, gift shops and services such as barber shops, health centers and clubs and travel and ticket agencies, intended to serve principally the building occupants.

On-sale and off-sale alcohol*
Banks; savings and loan associations and other financial institutions.

Retail uses such as restaurants, coffee shops, gift shops and services such as barber shops, health centers and clubs and travel and ticket agencies.

Similar uses as determined acceptable by Director of the Development Services Department of the City of Oxnard.

Civic Assembly use (educational, cultural, social, human services, civic assembly, not-for-profit organizations, governmental) and On-Sale and Off-Sale Alcohol is allowed subject to granting of a Specially Permitted Use Permit based on conditions identified in Section 7.

Office Uses
Similar uses as determined acceptable by Director of the Development Services Department of the City of Oxnard.

Hotel
Convention facilities including meeting and conference
rooms, food service, foyers.

On-sale and off-sale alcohol*
Banks; savings and loan associations and other financial institutions.
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2.5.2.4 PLANNING DISTRICT D: Town Square Commercial District Location: The 88.4-acre Planning District D is bordered by Forest Park Boulevard to the north, the Ventura Freeway to the south, Myrtle Street to the east and Oxnard Boulevard to the west. The adjacent Planning Districts are: Planning District A (Mixed-Use/Office District), Planning District C (West Corridor Commercial District), Planning District F (Vineyards Neighborhood District) and Planning District G (Village Square Neighborhood District). For the boundaries and location of the Planning District, refer to Exhibit 2.I.

Permitted Land Use: The Permitted Land Uses are: Commercial: Regional, Vertical Mixed-Use Overlay, Residential: High,
Residential: Very High , Open Space: Green Space, Open Space: Miscellaneous: Dry Swales/Detention Basins, and Open Space: Landscaped Buffer. This Planning District has two major com - ponents: the Retail Center and a Residential Area.

Retail Center: The Retail Center is planned around a Town Square, whose boundaries are defined by two major anchor retail centers and smaller retail and food establishments. Uses will include lifestyle retail, service retail, entertainment and restaurant facilities. The Retail Center extends northward to Forest Park Boulevard through ground floor retail in the residential area of this Planning District.

The central open space in District D, the “Town Square”, is similar in scale and character to that of traditional town plazas. On the east side of Oxnard Boulevard will be a dedicated drop-off area for local and tour buses, queuing, tourist information and a newsstand. Pedestrian and vehicular connections will lead directly to the retail and entertainment area beyond.

A public library storefront, police substation and post office are permitted uses within the Commercial District, as are up to 400 optional live/work dwelling units located above the commercial structures.

Residential Area: A 15.0 acre Residential: High residential community of between 220 and 512 high-density units is located on the south side of Forest Park Boulevard. A Residential: Very High community of up to 412 very high density units is located east of Moss Landing Boulevard directly south of the Residential High area within the District. As an alternate, 137,000 square feet of Commercial: Regional is allowed if the residential units are not constructed, for a total of 949,000 s.f. of commercial development within the District. These units serve as a transition between the medium density residential units to the north and the commercial facilities to the south.

Specially Permitted Land Use: Yes
Vertical Mixed-Use Overlay: Yes. See Exhibit 2.C
Optional Live/Work Units: Yes. See Exhibit 2.C
Other Specific Plan Development Controls: Refer to the following sections for additional development controls and implementation information applicable to Planning District D:
q Section 3: Commercial District Master Plan
q Section 4: Residential District Master Plan
q Section 5: Landscape Master Plan
q Section 6: Infrastructure Master Plan
update through 3/2012
Modified in
SPA 2012
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2.5.2.4 PLANNING DISTRICT D: Town Square Commercial District LAND USE SUMMARY*
Permitted Land Use Gross Acreage Max KSF
Allowable
Allowed DU Range
alternate: RESIDENTIAL: VERY HIGH ** 380-412
alternate: COMMERCIAL: REGIONAL ** 137
COMMERCIAL: REGIONAL 68.2 812 na
VERTICAL MIXED USE OVERLAY 0
RESIDENTIAL: HIGH 15 0 220-512
OPEN SPACE: GREEN SPACE 3.5 na na
OPEN SPACE: MISCELLANEOUS 0.8 na na
Dry Swales / Detention Basins
OPEN SPACE: LANDSCAPE BUFFER 0.9 na na
Planning District D Totals 88.4 acres 949 KSF 600-924 units Notes:
*
** Alternate development is residential or commercial but not both See following 'Allowed Uses' table for Specially Permitted uses update through 3/2012
Modified in
SPA 2012
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2.5.2.4 PLANNING DISTRICT D: Town Square Commercial District update through 3/2012
ALLOWED USES FOR EACH PERMITTED & SPECIALLY PERMITTED LAND USE* Permitted Land Use Allowed Use
RESIDENTIAL: VERY HIGH Multifamily Residential
COMMERCIAL: REGIONAL
Antique store Music store selling recorded music
and/or instruments, including
incidental musical
Apparel, clothing and millinery store and vocal instruction Art studio or gallery Newsstand
Delicatessens and sandwich shops Parking structures
Electronics, television, and radio
store, including incidental repair.

Pet store
Expo Pavilions Photographic equipment and sales
Florist Police substation
Food and Wine Exposition Post Office
Furniture store Post offices and mailing services
Gift store Public Library
Health centers and clubs Restaurants
Hobby shop Shoe store
Interior decorating service Sporting goods store
Jewelry store Stationary and card sales
Luggage store Toy store
Office Travel and ticket agencies
COMMERCIAL: HOTEL
RESIDENTIAL: HIGH
OPEN SPACE: GREEN SPACE Town Square
OPEN SPACE: MISCELLANEOUS Dry Swales / Detention Basins OPEN SPACE: MISCELLANEOUS Landscape Buffer
Notes:
*
Similar uses as determined acceptable by the Director of the Development Services Dept. of the City of Oxnard.

Retail stores or businesses not involved with any kind of manufacture, processing or treatment of products other than incidental to the retail business conducted on the premises; and provided that not more than five (5) persons are employed in the manufacture, processing or treatment of products, and that such operations or products are not objectionable due to noise, odor, dust, smoke, vibration, or other similar causes. Acceptable uses include, but are not limited to:

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controls and implementation information in District E:
 Section 3: Commercial Master Plan
 Section 5: Landscape Master Plan
 Section 6: Infrastructure Master Plan
 Section 7: Specific Plan Implementation

2.5.2.6 PLANNING DISTRICT F: Vineyards Neighborhood District Location: The 37.9-acre Planning District F is located in the eastern portion of RiverPark, adjacent to the existing El Rio residential community to the east and Myrtle Street to the west and south. The District is bordered by Planning District D (Town Square Commercial District), Planning District E (East Peripheral Commercial District), Planning District G (Village Square Neighborhood District) and Planning District J (RiverPark Mews Neighborhood District). For the boundaries and location of the Planning District, refer to Exhibit 2.I.

Existing Development: Planning District F is currently in temporary agricultural production.

Permitted Land Use: The Permitted Land Uses are: Residential: High, Residential: Medium, Residential:

Low Open Space: Park Space, Open Space: Neighborhood Parks, and Open Space: Landscaped Buffer.

The District incorporates a residential community of up to 150-172 medium-density residential units and 140-310 high-density residential units. An approximately 7.4 acre neighborhood park serves both the Vine- yards neighborhood and the existing El Rio West neighborhood adjacent to the east. A second small park is located in the southern, high-density housing area of the Planning District. A continuous landscape buffer separates the Vineyards neighborhood from the El Rio neighborhood and traffic to the north on Forest Park Boulevard.

Specially Permitted Land Use: Yes
Vertical Mixed-Use Overlay: Yes. See Exhibit 2.C
Optional Live/Work Units: Yes. See Exhibit 2.C
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LAND USE SUMMARY*
Gross Max KSF Allowed DU
Permitted Land Use Acreage Allowable Range
RESIDENTIAL: HIGH 12.3 0 140-310
RESIDENTIAL: MEDIUM 15.5 0 150-172
OPEN SPACE: PARK SPACE 2.1 na na
OPEN SPACE: NEIGHBORHOOD PARKS 7.4 na na
OPEN SPACE: LANDSCAPED BUFFER 0.6 na na
Planning District F Totals 37.9 acres 0 KSF 290-482 units ALLOWED USES FOR EACH PERMITTED & SPECIALLY PERMITTED LAND USE* Permitted Land Use Allowed Use
RESIDENTIAL: HIGH Multi-Family Residential
RESIDENTIAL: MEDIUM Townhouse or Cluster Residential
RESIDENTIAL: LOW Small Lot Single Family
OPEN SPACE: PARK SPACE Park
OPEN SPACE: NEIGHBORHOOD PARKS Neighborhood Park
OPEN SPACE: MISCELLANEOUS Landscaped Buffer
Note:
* Civic Assembly use (educational, cultural, social, human services, civic assembly, not-for-profit organizations, governmental) will require a Specially Permitted Use Permit subject to conditions identified in Section 7.

2.5.2.6 PLANNING DISTRICT F: Vineyards Neighborhood District update through 3/2012
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Other Specific Plan Development Controls: Refer to the following sections for additional development controls and implementation information in District F.
 Section 4: Residential Master Plan
 Section 5: Landscape Master Plan
 Section 6: Infrastructure Master Plan
 Section 7: Implementation

2.5.2.7 PLANNING DISTRICT G: Village Square Neighborhood District Location: This 53.0 acre Planning District is located in the north-central portion of RiverPark “A.” The District is bordered by Forest Park Boulevard to the south, Garonne Street to the north and the Santa Clara River levee to the west. The Village Square Neighborhood District is adjacent to Planning District A (Mixed- Use/Office District), Planning District D (Town Square Commercial District), Planning District F (Vineyards Neighborhood District), Planning District I (RiverPark Loop Neighborhood District), and Planning District J (RiverPark Mews Neighborhood District). For the boundaries and location of the Planning District, refer to Exhibit 2.I.

Permitted Land Use: The Permitted Land Uses are: Residential: High, Residential: Medium, Residential:

Low, Open Space: Park Space, Open Space: Neighborhood Parks, and Open Space: Landscaped Buffer.

The major uses are distributed as follows:
 Residential Community: The 37.6-acre central and eastern portions of Planning District G allows a range of 325 to 425 Residential: Medium units clustered in three groupings. The eastern two groupings are each focused on a common green space, the 2.1 acre Village Green. The western residential area is served by Windrow Park. The vertical mixed-use overlay in this area permits live/work units and ground level retail.
 Elementary School/Community Park: A neighborhood elementary school (Exhibit 2.K) is located on the 11.4-acre western portion of Planning District G. The school’s playfields are envisioned as a shared community resource.

Specially Permitted Land Use: High-density housing is permitted with a Special Use Permit on the site designated for School/Community Park use. A condition of City approval to construct high-density housing is the submission of a letter from the Rio School District indicating that it does not want to purchase or utilize the land. See notes on following page and Exhibit 2.D.

Vertical Mixed-Use Overlay: Yes. See Exhibit 2.C
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2.5.2.7 PLANNING DISTRICT G: Village Square Neighborhood District LAND USE SUMMARY*

Gross Maximum Allowed DU
Permitted Land Use Acreage Allowable KSF Range
RESIDENTIAL: MEDIUM 37.6 0** 325-425
OPEN SPACE: PARK SPACE 2.8 na na
OPEN SPACE: MISCELLANEOUS 1.2 na na
Dry Swales/Detention Basins
SCHOOLS/COMMUNITY PARK 11.4 na na
Specially Permitted Land Use
RESIDENTIAL: MEDIUM (11.4) na na
Planning District G Totals 53.0 acres 0 KSF 325-425 units ALLOWED USES FOR EACH PERMITTED & SPECIALLY PERMITTED LAND USE* Permitted Land Use Allowed Use
RESIDENTIAL: MEDIUM Townhouse or Cluster Residential
RESIDENTIAL: LOW Small Lot Single Family
OPEN SPACE: PARK SPACE Parks
OPEN SPACE: MISCELLANEOUS
Dry Swales/Detention Basins Dry Swales/Detention Basins Elementary School
SCHOOLS/COMMUNITY PARK Community Playfields/Parks
Specially Permitted Land Use
RESIDENTIAL: MEDIUM Townhouse or Cluster Residential
Note:
* Civic Assembly use (educational, cultural, social, human services, civic assembly, not-for-profit organizations, governmental) will require a Specially Permitted Use Permit subject to conditions identified in Section 7. ** Vertical Mixed-Use Overlay: Refer to Section 4.
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Other Specific Plan Development Controls: Refer to the following sections for additional development controls and implementation information applicable to Planning District H:
 Section 4: Residential Master Plan
 Section 5: Landscape Master Plan
 Section 6: Infrastructure Master Plan
 Section 7: Implementation

2.5.2.9 PLANNING DISTRICT I: RiverPark Loop Neighborhood District Location: The 56.8-acre Planning District I is located in the central portion of the Project in RiverPark “B.” Boundaries include Garonne Street to the south and Moss Landing Boulevard to the East. It is adjacent to Planning District G (Village Square Neighborhood District) to the south, Planning District H (RiverPark Crescent Neighborhood District) to the north, Planning District J (RiverPark Mews Neighborhood District) to the east, Planning District K (Lakeside Neighborhood District) also to the east, and Planning District M (Water Storage/Recharge Basins & Storm Water Control District) to the northeast. For the boundaries and location of the Planning District, refer to Exhibit 2.I.

Permitted Land Use: The Permitted Uses are: Residential: Medium and Low , Open Space: Park Space, Open Space: Neighborhood Parks, and Open Space: Miscellaneous: Water Feature.

The RiverPark Specific Plan allows a range of from 375 to 510 Residential: Medium and Low Small Lot Single Family units focused on the 6.0-acre Central Park located immediately north of the school site in Planning District G. The 6.4-acre Windrow Neighborhood Park is also a link to the Santa Clara River and its adjacent regional trail.

Specially Permitted Land Use: Yes
Vertical Mixed-Use Overlay: Yes. See Exhibit 2.C
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Permitted Land Use Allowed Use
RESIDENTIAL: MEDIUM & LOW Townhouse or Cluster Residential & Small Lot Single Family OPEN SPACE: PARK SPACE Park
OPEN SPACE: NEIGHBORHOOD PARKS Neighborhood Park
OPEN SPACE: MISCELLANEOUS: WATER FEATURE Water Feature

Notes:
* Civic Assembly use (educational, cultural, social, human services, civic assembly, not-for-profit organizations, governmental) will require a Specially Permitted Use Permit subject to conditions identified in Section 7. ** Vertical Mixed-Use Overlay: Refer to Section 4.

2.5.2.9 PLANNING DISTRICT I: RiverPark Loop Neighborhood District update through 3/2012
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Optional Live/Work Units: Yes. See Exhibit 2.C
Other Specific Plan Development Controls: Refer to the following sections for additional development controls and implementation information applicable to Planning District I:
 Section 4: Residential Master Plan
 Section 5: Landscape Master Plan
 Section 6: Infrastructure Master Plan
 Section 7: Implementation

2.5.2.10 PLANNING DISTRICT J: RiverPark Mews Neighborhood District Location: The 61.4-acre Planning District J is located in the central-eastern portion of the Project within RiverPark “B.” The District is bordered by Kiawah River Drive and Thames River Drive to the north, Garonne Street and Forest Park Boulevard to the south, Vineyard Avenue to the east and Moss Landing Boulevard to the west. Adjacent Planning Districts are Planning District F (Vineyards Neighborhood District) and Plan- ning District G (Village Square Neighborhood District) to the south, Planning District I (RiverPark Loop Neighborhood District) to the west, and Planning District K (Lakeside Neighborhood District) to the north.

The existing El Rio neighborhood is adjacent to the south. For the boundaries and location of the Planning District, refer to Exhibit 2.I.

Permitted Land Use: The Specific Plan incorporates five Permitted Uses: Residential: Medium and Low, Open Space: Park Space, Open Space: Neighborhood Parks, Open Space: Landscaped Buffer, and Schools/ Community Park. The Plan allows a range of from 220 to 310 units of Residential: Medium. The 6.1 acre neighborhood park serves as a neighborhood focus.

This District also provides a site for an elementary and middle school (Exhibit 2.L) as well as sports fields that can be shared between the school(s) and the community.

Specially Permitted Land Use: Residential: Medium and Low use may be provided on the portion of the Planning District designated for School/Community Park use. A condition of granting the Specially Permit- ted Use Permit is the submission of a letter from the Rio School District indicating that it does not want to purchase or utilize the land. See note on following page and Exhibit 2.D.

Vertical Mixed-Use Overlay: Yes. See Exhibit 2.C
Optional Live/Work Units: Yes. See Exhibit 2.C
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LAND USE SUMMARY*
Gross Maximum Allowed DU
Permitted Land Use Acreage Allowable KSF Range
RESIDENTIAL: MEDIUM and LOW 21.0 0** 220-310
OPEN SPACE: PARK SPACE 1.4 na na
OPEN SPACE: NEIGHBORHOOD PARKS 6.1 na na
OPEN SPACE: LANDSCAPED BUFFER 2.5 na na
SCHOOLS/COMMUNITY PARK 30.4 na na
Specially Permitted Land Use
RESIDENTIAL: MEDIUM (30.4) na na
Planning District J Totals 61.4 acres 0 KSF 220-310 units ALLOWED USES FOR EACH PERMITTED & SPECIALLY PERMITTED LAND USE* Permitted Land Use Allowed Use
RESIDENTIAL: MEDIUM and LOW Townhouse or Cluster Residential, Single Family OPEN SPACE: PARK SPACE Parks
OPEN SPACE: NEIGHBORHOOD PARKS Neighborhood Park
OPEN SPACE: LANDSCAPED BUFFER Landscaped Buffer
Elementary School
SCHOOLS/COMMUNITY PARK Secondary School
Community Playfields/Parks
Specially Permitted Land Use
RESIDENTIAL: MEDIUM Townhouse or Cluster Residential
Notes:
* Civic Assembly uses(educational, cultural, social, human services, civic assembly, not-for-profit organizations, governmental) will require a Specially Permitted Use Permit subject to conditions identified in Section 7. ** Vertical Mixed-Use Overlay: Refer to Section 4.

2.5.2.10 PLANNING DISTRICT J: RiverPark Mews Neighborhood District update through 3/2012
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Other Specific Plan Development Controls: Refer to the following sections for additional development controls and implementation information applicable to Planning District J:
 Section 4: Residential Master Plan
 Section 5: Landscape Master Plan
 Section 6: Infrastructure Master Plan
 Section 7: Implementation

2.5.2.11 PLANNING DISTRICT K: Lakeside Neighborhood District Location: Planning District K comprises 18.5 acres in the central-eastern portion of RiverPark. The District is bordered by Kiawah River Drive to the south and the Brigham-Vickers Water Storage/Recharge Basin to the north, Thames River Drive to the east and Moss Landing Boulevard to the west. The District is sur - rounded by Planning District I (RiverPark Loop Neighborhood District), Planning District J (RiverPark Mews Neighborhood District), Planning District L (Public Facility District) and Planning District M (Water Storage/Recharge Basins & Storm Water Control District) to the north. For the boundaries and location of the Planning District, refer to Exhibit 2.I.

Permitted Land Use: A range of from 70-98 units of Residential: Medium is permitted. The other use is are

8.0 acres of Open Space: Miscellaneous: Dry Swales/Detention Basins and portions of jogging trails.

Specially Permitted Land Use: Yes
Vertical Mixed-Use Overlay: Yes. See Exhibit 2.C
Optional Live/Work Units: Yes. See Exhibit 2.C
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LAND USE SUMMARY*
Gross Maximum Allowed DU
Permitted Land Use Acreage Allowable KSF Range
RESIDENTIAL: MEDIUM 10.5 0** 70-98
OPEN SPACE: MISCELLANEOUS
Dry Swales/Detention Basins 8.0 na na
Planning District K Totals 18.5 acres 0 KSF 70-98 units ALLOWED USES FOR EACH PERMITTED & SPECIALLY PERMITTED LAND USE*

Permitted Land Use Allowed Use
RESIDENTIAL: MEDIUM Single-Family Residential
OPEN SPACE: MISCELLANEOUS
Dry Swales/Detention Basins Dry Swales/Detention Basins Notes:
* Civic Assembly use (educational, cultural, social, human services, civic assembly, not-for-profit organizations, governmental) will require a Specially Permitted Use Permit subject to conditions identified in Section 7. ** Vertical Mixed-Use Overlay: Refer to Section 4.

2.5.2.11 PLANNING DISTRICT K: Lakeside Neighborhood District update through 3/2012
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INTRODUCTION

COMMERCIAL DEVELOPMENT CONCEPT

PROJECT-WIDE STANDARDS

STANDARDS FOR SPECIFIC PLANNING DISTRICTS

BUILDING TYPE STANDARDS

SUB-DISTRICT DESIGN CHARACTER

SUB-DISTRICT DESIGN ELEMENT STANDARDS

SIGNAGE AND LIGHTING GUIDELINES

3.1 3.2

3.3 3.4

3.5 3.6

3.7 3.8
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3.1 INTRODUCTION

3.1.1 Purpose
This Master Plan contains standards which apply
to all commercial uses built within the RiverPark
Specific Plan Area, except for those commercial
uses within the residential neighborhoods. These
are regulated by the Residential Master Plan, Sec -
tion 4. Basic land uses are established by Section 2.

Any regulatory issues not addressed by this Specific
Plan shall be governed by City of Oxnard require -
ments.

3.1.2 Organization of the Commercial Master
Plan
Section 3.2 presents the Commercial Development
Concept for Planning Districts A through E. Stan -
dards applying to all commercial development are
described in Section 3.3; Section 3.4 then presents
the standards specific to each Planning District.

Standards for each commercial building type are
located in Section 3.5. The following Sections, 3.6
and 3.7, present the desired design character and
design elements for the primary commercial Sub-
Districts. Standards for commercial signage and
exterior lighting are located in Section 5.9 and 5.10
respectively.

3.1.3 Location of Commercial Land Use
Regulations
Regulations for commercial land uses are located in
Section 3 and Section 4.

3.1.3.1 Commercial Uses Regulated by the
Commercial Master Plan, Section 3
 Planning District A: This Planning District con-
sists of two areas: 1) an area containing parcels
with existing office uses as well as vacant parcels
designated for Commercial: Office uses; and 2)
a sub-district designated for a mixed-use land
use. This area has two development options.

Development Option A (see Section 4) allows all
residential uses with ground-floor commercial,
while Development Option B (illustrated and
discussed in this Section) incorporates an office
campus with Commercial: Office uses as well
as an area along Forest Park Boulevard with
Residential: High uses, regulated by Section

4.  Planning Districts B and E: Peripheral, highway-
oriented residential, office and retail.
 Planning District C: Residential, hotel and office
and commercial uses which complements and is
a western extension of the central Commercial
District. If residential uses are proposed, stan -
dards from Section 4, 7R Urban Apartments
shall apply.
 Planning District D: A central commercial Plan-
ning District serving local and regional markets.

This area includes a mixed-use retail center
with optional live/work housing and offices as
a vertical mixed-use overlay. An area designated
for Residential: High is located at the northern
boundary of the District along Forest Park Bou-
levard and an area for Residential Very High is
located directly south of the Residential High.

3.1.3.2 Commercial Uses Regulated by the Resi-
dential Master Plan, Section 4
 Commercial and live/work uses within River -
Park residential neighborhoods are allowed on
the ground floors of certain residential uses.

Standards for commercial uses in these plan -
ning districts are contained in the Residential
Master Plan, Section 4. Locations of these uses
are shown by Exhibit 2.C.
154
exhibit COMMERCIAL DISTRICT

ILLUSTRATIVE MASTER PLAN

3.A
August 27, 2002
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12 12
12 8
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Residential, Office or RetailResidential, Office or Retail1212 155
B

RESIDENTIAL, OFFICE OR RETAIL
1 9
9 99
9 COMMERCIAL SUB-DISTRICTS
exhibit

3.B
August 27, 2002
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SPA 2015
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and trails, street striping, and “eyes on the street”
provided by the compact residential and com -
mercial development.
 Parking: The parking standards defined by
this Specific Plan for each use shall be met by
attractive, convenient, well landscaped and
lighted, and safe parking areas. Three parking
strategies shall be used in the commercial areas
of RiverPark: shared parking fields, dedicated
parking lots, and dedicated residential parking
in Planning Districts A and D. See Section 6 for
the Parking Master Plan.
 Parking Structures: Where parking structures
are provided:
• Parking structures should be sited to avoid
obstructing the public view and casting
shadows on ground-floor pedestrian-orient-
ed uses.
• The maximum allowable height for above-
grade parking structure shall be limited to
forty-five (45) feet to the top floor level,
measured from grade. Parking structures
wrapped by buildings on at least 3 sides
maximum height shall be 7 stories or ninety
(90) feet.
• Vehicle access should not be located along
pedestrian-oriented frontages. Wherever
possible, access should be via service roads,
alleys, and street frontages that do not con-
tain pedestrian-oriented uses.
• Where possible, the ground level of parking
structures along public streets and paseos
should include active pedestrian uses,
entrances, and arcades. Active pedestrian
uses may include, but are not limited to
restaurants, ready-to-eat food sales, retail
sales and personal services.
• Consideration should be given to building
permitted uses, such as retail and office,
directly attached or “laminated” to the park-
ing structure. These are distinguished from
incorporating uses on the ground floor of a
parking structure. This “laminating” of the
parking structure with other uses will help
to integrate the parking structure with the
overall development.
• Parking structures which primarily serve a
building or group of buildings in a develop-
ment shall be compatible in architectural
design, scale and materials with the archi -
tecture of the served building(s).
• Ramps, cars and sources of artificial lighting
shall be minimally visible from public ways
and open spaces.
 Signage and Lighting: Signage and lighting
standards are located in Section 5.
 Mechanical Equipment Screening: All me -
chanical equipment must be screened from
public view using screening devices consistent
with the adjacent architectural design.

3.4 STANDARDS FOR SPECIFIC

PLANNING DISTRICTS

3.4.1 Standards Exclusive to Planning
District A
 Allowed Development Options: Planning
District A contains Office: Commercial and an
area designated as mixed-use (Exhibit 2.B).

Within the mixed-use area, two alternate mix
of uses are allowed: Development Option A:

All Residential and Development Option B:

Commercial/Residential. Both options are
illustrated in Section 2. The requirements for
Development Option A and the residential
product types in Planning District D are included
in Section 4. The requirements for Development
Option B (see plan in this Section) follow.

Note that the parcel and road layout within the
mixed-use portion of Planning District A differs
according to the development option chosen.
 Location of Streets Open Space and Land Uses:

Development Option B requires the location of
streets and open space, as well as the distribu -
tion of land uses, as shown in the following
graphic; Development Option B Commercial
Residential.
 Residential Land Use and Product Types: The
Permitted residential land use is Residential:
157

COMMERCIAL REGULATORY PLAN
exhibit

3.C
August 27, 2002
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RTKL / EDSA / CRAIN AND ASSOCIATES / WILLIAM HEZMALHALCH ARCHITECTS / HUITT-ZOLLARS Type 7-A: Residential = type 7R building type
1-C-B
or 1-C-D
or 1-C-F
or 1-C-G
or 7-A
or 3-C
1-C-G
or 3-C
or 6-C
or 7-A
B
C
4-C
or 3C
or 6-C
1-C-B
or 1-C-D
or 1-C-F
or !-C-G
7A allowed
this entire quadrant
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all destinations. They should be narrow to the
extent possible, and spatially defined by build-
ings, trees and lighting, and should discourage
high-speed traffic to increase the safety and
enjoyment of the pedestrians.
• Whenever possible, the natural terrain, drainage
and vegetation should be preserved. Superior
examples of existing vegetation should be con-
tained within parks or greenbelts.
• The design of private lots, including the build-
ings and all related appurtenances, should be
well integrated into a memorable neighborhood
pattern, reflecting the rich and diverse history
of regional building traditions.
• The design features of the fronts of residential
structures should relate the house to the street,
which is intended as an important space for
fostering communication and community. The
design and location of stoops and porches as
well as the location of living rooms and other
more public spaces is particularly important. See
the following graphic.

The residential neighborhoods are organized into
Planning Districts, each with distinctive centers,
edges, open spaces and urban and architectural
design characteristics. Any necessary interpreta -
tions of the intent of the regulations herein shall
be based on the neighborhood planning principles
listed above.

The Regulating Plan, or alternate Regulating Plans,
for each Planning District define the blocks and lots
within which specific Product Types may be con -
structed. It is through this planning strategy that
harmonious streetscapes and unique neighborhood
character are ensured.

4.2.3 Location of Residential Uses
Exclusively or primarily residential land uses are
located in the six Planning Districts illustrated in
Exhibit 2.I:
• Planning District F: Vineyards Neighborhood
District.
• Planning District G: Village Square Neighbor-
hood District.
• Planning District H: RiverPark Crescent Neigh-
borhood District.
• Planning District I: RiverPark Loop Neighbor-
hood District.
• Planning District J: RiverPark Mews Neighbor-
hood District.
• Planning District K: Lakeside Neighborhood
District.

Housing is also designated as a permitted use in the
following Planning Districts:
• Planning District A: Mixed-Use/Office Dis -
trict.
• Planning District D: Town Square Commercial
District.
• Planning District B: West Peripheral Commer-
cial District.
• Planning District C: West Corridor Commercial
District.
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RESIDENTIAL
Master Plan
4 .32
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Lot FrontageLot Frontage
Lots front the public street Lots front the public street Lot AreaLot Area Min. 20,000 s.f. Min. 20,000 s.f.

Lot WidthLot Width Min. 100' Min. 100'
Building EnvelopeBuilding Envelope
Lot Coverage 90% max., Lot Coverage 90% max.,
not including porches and stoops not including porches and stoops Building Height Building Height
90' maximum 90' maximum
Setbacks Setbacks
Front Min. 5'Front Min. 5'
Side Min. 5' Side Min. 5'
Rear Min. 5'Rear Min. 5'
Permitted Encroachments Permitted Encroachments
Porches: Max. 5'Porches: Max. 5'
Eaves: Max 5'Eaves: Max 5'
Balconies: Max. 5'Balconies: Max. 5'
Building Orientation and UseBuilding Orientation and Use • Buildings uses shall be in accordance with the Regu-Buildings uses shall be in accordance with the Regu- lating Plan. See Section 2 for land use types.lating Plan. See Section 2 for land use types. • • Service RequirementsService Requirements
• Access to parking shall be from a common drives • Access to parking shall be from a common drives shared with adjacent lots, or by drives within the lot shared with adjacent lots, or by drives within the lot spaced not more than 250' on center.spaced not more than 250' on center. • Access to trash collection, dry utility meters and other • Access to trash collection, dry utility meters and other service functions shall be within the areas designated service functions shall be within the areas designated for parking or within the block and not visible from for parking or within the block and not visible from the street.the street.

Parking and Open Space RequirementsParking and Open Space Requirements • Each dwelling unit shall be provided with at least 1 • Each dwelling unit shall be provided with at least 1 on-site parking space. Units with 2 bedrooms shall be on-site parking space. Units with 2 bedrooms shall be provided with 1½ spaces, and units with 3 or more bed-provided with 1½ spaces, and units with 3 or more bed- rooms shall be provided with 2 spaces. These parking rooms shall be provided with 2 spaces. These parking requirements are inclusive of guest parking.For afford-requirements are inclusive of guest parking.For afford- able housing, parking will be governed by State Code.able housing, parking will be governed by State Code. • Surface parking lots that are visible from the street shall • Surface parking lots that are visible from the street shall be screened by landscaping.be screened by landscaping.
• Parking may be located in in a podium, a wrapped park-• Parking may be located in in a podium, a wrapped park- ing structure or subterranean. Distance from an entrance ing structure or subterranean. Distance from an entrance to a parking structure to a residential entrance shall be to a parking structure to a residential entrance shall be 300' maximum. 300' maximum.
• • A Parking Management Plan (PMP) describing parking A Parking Management Plan (PMP) describing parking counts, onsite and curbside parking management and counts, onsite and curbside parking management and enforcement practices will be required for all apartment enforcement practices will be required for all apartment projects. The PMP shall be approved by the City Traffic projects. The PMP shall be approved by the City Traffic Engineer.The PMP may allow shared parking arrange-Engineer.The PMP may allow shared parking arrange- ments with adjacent uses or districts.ments with adjacent uses or districts. • • Curbside parking may be used to partially satisfy the Curbside parking may be used to partially satisfy the requirement for guest parking which cannot be met on requirement for guest parking which cannot be met on site, when and where possible based on the Parking site, when and where possible based on the Parking Management Plan.Management Plan.
• • Secure mail and parcel delivery provisions shall be Secure mail and parcel delivery provisions shall be included, coordinated with Oxnard Police Department included, coordinated with Oxnard Police Department (OPD).(OPD).
• • Long term and short term bicycle storage per the city's Long term and short term bicycle storage per the city's Bicycle Master Plan shall be provided to meet residential Bicycle Master Plan shall be provided to meet residential unit storage requirements.unit storage requirements.
• • Common and private open space combined shall be a Common and private open space combined shall be a minimum of 20% of the area of the lot, and can be yards minimum of 20% of the area of the lot, and can be yards or courts at grade, roof decks, or individual or common or courts at grade, roof decks, or individual or common balconies. Balconies, if provided, must be a minimum balconies. Balconies, if provided, must be a minimum 6' x 8' in size. All other common exterior open spaces 6' x 8' in size. All other common exterior open spaces must be a minimum of 15' in width. Location of these must be a minimum of 15' in width. Location of these spaces should be designed so that all units have rea-spaces should be designed so that all units have rea- sonable access to some form of open space. Common sonable access to some form of open space. Common space alone shall be a minimum of 10% of lot area, and space alone shall be a minimum of 10% of lot area, and amenities shall be provided, including at least one of amenities shall be provided, including at least one of the following: Swimming pool, spa, sports court, BBQ the following: Swimming pool, spa, sports court, BBQ and picnic facility, recreation room, or exercise course and picnic facility, recreation room, or exercise course and stations. Interior common spaces can count toward and stations. Interior common spaces can count toward this requirement if recreational amenities are provided.this requirement if recreational amenities are provided. update through 3/2012
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another in the commercial district. This parking
overview function is realized by implementing a
parking management plan for each development
project, as described later in this Section.
q On-Street Parking: To facilitate the project as a
pedestrian-oriented, mixed-use district, the plan
allows a carefully-controlled disposition of on-
street parking to meet a limited proportion of the
parking requirement. This inclusion of the on-
street parking for visitors and customers–both
by calculation and by design–is crucial to the
success of any mixed-use, pedestrian-oriented
district. The hallmark of pedestrian-oriented
development is that front doors of businesses
and residences face the public street, which can-
not function unless visitors and customers are
actually using those doors–thus the parking must
be on the street. The on-street parking, located
in the immediate vicinity of the use the parking
serves, is also governed by a project-specific
parking management plan.

6.2.5.2 Specific Regulations
q Parking Requirements for Mixed-Use Neigh-
borhoods
The mixed-use neighborhoods (Planning Districts
A, G, I, J, and K shown in Exhibit 2.C) which sur -
round the commercial core of RiverPark (Planning
Sub-Districts B, C and D) utilize off-street parking
for residents and a combination of on-street and off-
street parking for visitors and customers depending
on the specific location and building type used. The
parking requirements for these neighborhoods are
defined for each permitted building type in Section
4 of this Specific Plan.

For blocks where both commercial and residential
uses are proposed by a Builder/Developer, a Park -
ing Master Plan must be prepared. This plan will be
evaluated as part of the Design Review Process to
assure that the required parking is available and that
shared parking is utilized when possible to avoid
an oversupply of parking lots. The Development
Services Director/ Planning Manager when deter -
mining that the availability of visitor and customer
parking is likely to change over time, may require
that a Parking Management Plan be prepared and
implemented for the block(s) in question.
q Commercial Area Parking
• Commercial area parking in Planning Dis-
tricts A through E will fulfill the minimum
off-street parking requirements of this
Specific Plan and will provide the parking
required for a viable and successful com -
mercial center.
• Shared parking will be allowed where ap -
propriate, particularly in the commercial
districts (Planning Districts A through E)
and the parking areas behind mixed-use
residential building types 4-R and 5-R
• The parking requirement may be accom -
modated by a combination of lot parking,
as well as street parking near the business
the parking serves, or on another site by way
of a shared parking proposal approved ini-
tially by the Master Developer and then by
the City of Oxnard Development Advisory
Committee and the Development Services
Director/ Planning Manager.
• Where residential uses are proposed as
alternates within commercial districts, the
residential portion of the required parking
must be met independently of any shared
parking arrangement.

Exhibit 6.D illustrates a potential parking scenario
for the primarily commercial Planning Districts A
through E. It should be understood that the parking
locations shown by this graphic are potential loca-
tions which support only one of many development
scenarios which may actually be built. The actual
locations will have to be approved on a case-by-
case basis, as specific development projects with
their accompanying parking management plans are
submitted for review.
q Parking Management Plan
A Parking Management Plan must be incor -
porated in the submission for any commercial
development in Planning Districts A through E.

The plan shall identify a system for managing
on- and off-street parking to ensure that it will
be available for visitors and customers.

The Parking Management Plan must address the
entire block in which a development is located,
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6 INFRASTRUCTURE
M a s t e r P l a n
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R I V E R P A R K S P E C I F I C P L A N
prepared for RiverPark Development, LLC by AC Martin Partners with

RTKL / EDSA / CRAIN AND ASSOCIATES / WILLIAM HEZMALHALCH ARCHITECTS / HUITT-ZOLLARS April 12, 2005
is available, and that shared parking is utilized
when possible to avoid an oversupply of parking
lots. The plan must take into account the change
in parking demand over time as development
proceeds.
2) A system for managing on-street parking to
ensure that it will be available for visitors
and customers. Management techniques
may include time limits or other measures
to prevent the on-street parking being used
up by residents or employees of businesses,
who must park off-street.
3) Standards for the location and phasing of
parking structures should sufficient at-grade
parking not be available in the future.
q Parking Space Size
Full size parking spaces shall be a minimum
of 9’x 1 9’. Parking may overhang per OMC
16-636 (B & C). Parking drive aisles shall be
a minimum of 25’ wide. Driveway approaches
shall be a minimum of 22’ wide and a maximum
of 31’ wide for pedestrian safety . The Master
Developer will work with the City to assure
that the distribution of spaces will best serve
parking demand.
q Commercial Parking Ratios
Off-street parking shall be provided in accor -
dance with City standards. A land use and its
required parking shall be located within the
same Planning District.

In case of a conflict between any provisions of this
Plan and the Oxnard Zoning Ordinance, the provi -
sions of this Plan shall govern. In matters on which
this Plan is silent, the Oxnard Zoning Code shall
govern. In the case of conflicts between the provi -
sions of this plan and the Uniform Building Code
(UBC), the UBC shall govern.

6.2.6 Public Transportation
The RiverPark development is designed to encour-
age maximum use of public transportation as an
alternative and supplement to the use of private
automobiles.

The term “public transportation” is used here as a
general term. It refers to the standard services pro-
vided by Oxnard’s public bus operator as well as
other bus services, local shuttles, taxis, “dial-a-bus,” airport shuttles and other services which operate in
the area now and in the future.

Regardless of the specific service or mode, increas-
ing the use of public transportation is an essential
element in meeting local and regional planning
objectives, addressing air quality concerns, as well
as improving the quality of life for all. It is also
essential for those individuals who are transit-
dependent.

Several features of the Specific Plan encourages the
use of public transportation:
q Ensuring that development will be in the form
of complete, mixed-use neighborhoods with an
interconnected network of pedestrian-oriented
streets, such that the use of transit for travel to,
from and within the District is both pleasant and
likely.
q Providing a street network within the commu -
nity that facilitates the efficient movement of
public transportation vehicles throughout the
development.
q Providing direct linkages to key local and re -
gional arteries, namely Oxnard Boulevard and
Vineyard Avenue.
q Providing a road system design that ensures safe
and efficient transit stops.
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7 . 5

RIVERPARK SPECIFIC PLAN
prepared for RiverPark Development, LLC by AC Martin Partners with

RTKL / EDSA / CRAIN AND ASSOCIATES / WILLIAM HEZMALHALCH ARCHITECTS / HUITT-ZOLLARS April 12, 2005
needed to link RiverPark to the City of Oxnard and to
support most anticipated residential, commercial and
office development within RiverPark Areas “A” and
“B.” Work is anticipated to incorporate: a) the reme-
diation program for the mining pits in RiverPark “B”
and construction of all water storage/recharge basin
and storm water control facilities; b) construction
of the Phase One backbone infrastructure includ -
ing roads and utilities; c) grading of RiverPark “A”
to create required drainage and building pads; and
d) construction of related landscape improvements
including Town Square and entry monuments.

Timely completion of the State Route 1/US Route
101 Freeway interchange by Caltrans is critical to
the development of RiverPark “A” and the comple-
tion of Phase One. This interchange will connect
the existing Oxnard Boulevard north across the
Ventura Freeway to RiverPark, as well as provide
direct access from the freeway to the main entry to
the Project at Oxnard Boulevard.

Phase Two will complete the backbone road and
utilities and development pads in Planning District
H, thereby completing all infrastructure required of
the Master Developer with the exception of roads
within Planning District D.

Phase Three is limited to the completion of roads
and development pads in Planning District D.

Build-out will be, in part, dependent on providing
the transportation system improvements called for in
the Circulation Master Plan portion of this document
(Section 6.2), the City of Oxnard Circulation Ele -
ment and the City’s fifteen-year circulation system
improvement plan.

7.5.2 Development OptionsOptions

7.5.2.1 Development in the Mixed-Use Portion of 7.5.2.1 Development in the Mixed-Use Portion of Planning District APlanning District A
The following requirements apply to development
only within the Planning District A mixed-use area:

One of two development options may be exer -
cised:
1) Development Option A: All Residential: Devel-
opment will be guided by the regulatory plan
and related residential regulations contained in
Section 4, Residential Master Plan. The land use
plan for this option is located in Section 2.
2) Development Option B: Commercial/Residential:

The regulatory plan for Development Option B:

Commercial/Residential and regulations of com-
mercial building types are contained in Section
3, Commercial Master Plan . Regulations for
residential building types used in Development
Option B are contained in Section 4, Residential
Master Plan. The land use plan for this option is
located in Section 2.

Development Options A and B are the only options Development Options A and B are the only options permitted by the Specific Plan. Other road layouts permitted by the Specific Plan. Other road layouts and/or changes of the indicated uses will require and/or changes of the indicated uses will require a change in the Specific Plan. a change in the Specific Plan.

The road and parcel locations differ between the
two options. Therefore, first development within the
mixed-use area, whether residential or commercial,
will determine which of the two Development Op -
tions will be utilized for the rest of the mixed-use
portion of Planning District A.

The first Builder/Developer who develops residential
or office uses within the mixed-use area will propose
to the City which of the two Development Options
are implemented, according to Specific Plan require-
ments. The requirements for the development option
chosen will apply to all future development within
the mixed-use area.

7.5.2.2 Development in Planning District B7.5.2.2 Development in Planning District B The following requirements apply to development The following requirements apply to development within Planning District B:within Planning District B:

One of two development options may be exercised: One of two development options may be exercised:
1) Development Option A: All Residential: Develop-1) Development Option A: All Residential: Develop- ment will be guided by the residential regulations ment will be guided by the residential regulations contained on page 4.32. The land use plan for this contained on page 4.32. The land use plan for this option is located in Section 2. option is located in Section 2. 2) Development Option B: All Commercial: The 2) Development Option B: All Commercial: The regulations of commercial building types are con -regulations of commercial building types are con - tained in Section 3. The land use plan for this option tained in Section 3. The land use plan for this option is located in Section 2.is located in Section 2.

The first Builder/Developer who develops residential The first Builder/Developer who develops residential or office uses within the mixed-use area will propose or office uses within the mixed-use area will propose to the City which of the two Development Options to the City which of the two Development Options are implemented, according to Specific Plan require-are implemented, according to Specific Plan require- ments. The requirements for the development option ments. The requirements for the development option 164
7 IMPLEMENTATION
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RIVERPARK SPECIFIC PLAN
prepared for RiverPark Development, LLC by AC Martin Partners with

RTKL / EDSA / CRAIN AND ASSOCIATES / WILLIAM HEZMALHALCH ARCHITECTS / HUITT-ZOLLARS April 12, 2005
chosen will apply to all future development within chosen will apply to all future development within the mixed-use area.the mixed-use area.

7.5.2.3 Development in the Mixed Use Portion of 7.5.2.3 Development in the Mixed Use Portion of Planning District CPlanning District C
The following requirements apply to development The following requirements apply to development only within the Mixed Use portion of Planning only within the Mixed Use portion of Planning District C:District C:

One of two development options may be exercised: One of two development options may be exercised:
1) Development Option A: All Residential: 1) Development Option A: All Residential:

Development will be guided by the residential regu-Development will be guided by the residential regu- lations contained on page 4.32. The land use plan lations contained on page 4.32. The land use plan for this option is located in Section 2.for this option is located in Section 2. 2) Development Option B: All Commercial: The 2) Development Option B: All Commercial: The regulations of commercial building types are con -regulations of commercial building types are con - tained in Section 3. The land use plan for this option tained in Section 3. The land use plan for this option is located in Section 2.is located in Section 2.

7.5.2.4 Development in the Mixed Use Portion of 7.5.2.4 Development in the Mixed Use Portion of Planning District DPlanning District D
The following requirements apply to development The following requirements apply to development only within the Mixed Use portion of Planning only within the Mixed Use portion of Planning District D:District D:

One of two development options may be exercised: One of two development options may be exercised:
1) Development Option A: All Residential: 1) Development Option A: All Residential:

The first Builder/Developer who develops residen-The first Builder/Developer who develops residen- tial or office uses within the mixed-use area will tial or office uses within the mixed-use area will propose to the City which of the two Development propose to the City which of the two Development Options are implemented, according to Specific Plan Options are implemented, according to Specific Plan requirements. The requirements for the development requirements. The requirements for the development option chosen will apply to all future development option chosen will apply to all future development within the mixed-use area.within the mixed-use area.

The residential development options in Districts B, The residential development options in Districts B, C and D will be subject to the limitations indicated C and D will be subject to the limitations indicated in 7.10.4in 7.10.4

7.5.3 Distribution of Dwelling Units and and
Commercial Commercial Among Districts
Each Planning District has a range of allowable
dwelling units and maximum commercial develop-and maximum commercial develop- mentment, as shown by Exhibit 2.J the Land Use Sum -
mary. The total of the allowable dwelling units per
Planning District based on the range exceeds the
project-wide maximum of 4,0684,068 dwelling units.

To assure that the project-wide maximum s ares are not
exceeded, the Master Developer shall monitor the
number of units and commercial square footage and commercial square footage built within each Planning District as development
proceeds in order to assure that units are not overly
concentrated in some districts, that the commercial the commercial maximum is not exceededmaximum is not exceeded, and that the total number of units developed does not exceed 4,0684,068.

7.6 FINANCING AND FUNDING

7.6.1 Financing and Funding Principles
The policies described in this section shall govern
the funding of facilities and public services for the
RiverPark Specific Plan. The principle underlying
these policies is that RiverPark should pose no fi -
nancial burden or obligation on the City of Oxnard
or other jurisdictions beyond their meeting State and
City requirements related to providing such services
as school, fire and public safety.

Accordingly, the Master Developer, in combination
with Builder/Developers, will:

Maximum Development Based on Residential
Development Options
Residential
Options Selected
per District
(B,C,& D only)
Maximum
Residential Units
of Options
Chosen
Maximum
Commercial
Development
B, C & D 4,068 1,535,543
B & C 3,656 1,761,623
C & D 3,735 1,718,273
B & D 3,788 1,689,190
B 3,376 1,915,270
C 3,323 1,944,353
D 3,455 1,871,920
No Residential 3,043 2,098,000
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RIVERPARK SPECIFIC PLAN
prepared for RiverPark Development, LLC by AC Martin Partners with

RTKL / EDSA / CRAIN AND ASSOCIATES / WILLIAM HEZMALHALCH ARCHITECTS / HUITT-ZOLLARS April 12, 2005
Modifications and/or Specially Permitted Uses
are made to, and decided by, the Planning Com-
mission.
5b. Final Project Plan: The Builder/Developer
prepares construction documents meeting City
of Oxnard requirements, while incorporating
comments and/or conditions established by the
Planning Commission or Development Services
Department Director/Planning Manager. The
RDAG will review the Final Project Plan to as-
sure that the construction documents incorporate
all design comments made to date, and then
submit a recommendation to the City.

Phase 6: Building Permit
 Plan Check and Building Permit: The Builder/
Developer prepares construction documents
meeting all Specific Plan and City of Oxnard
requirements and submits the plans and other
required material to the Oxnard Building De -
partment for the necessary approvals.

7.9.5 Roadway Approval
All Oxnard roadways, including those governed by
the Specific Plan, must be approved by the City prior
to their implementation. Discussions have been held
with the appropriate agencies (e.g. fire, sanitation,
traffic and police) concerning the roadway cross
sections shown in this document and these roadways
will each accommodate the appropriate functions.

Any changes from these sections, or any relocation,
other treatment or other uses tributary to these sec-
tions, will be considered by the City and additional
approvals may be required.

7.9.6 Signage Approval
All submittals to the City shall be consistent with
the requirements of the Specific Plan and the Sig -
nage and Lighting Guidelines document, including
requirements for submission exhibits.

7.9.6.1 Preliminary Review
The Preliminary Signage Plan shall be submitted as
part of the submission for Phase 4a of the Project
Review and Approval Process, as described in Sec-
tion 7.14.

7.9.6.2 Final Approval
Signage plans which incorporate the design review
comments made at the Preliminary Review stage
shall be submitted as part of Phase Five of the Project Permitting Process.

7.10 OTHER ISSUES

7.10.1 Effects of a General Plan Amendment on
the Specific Plan
Adoption of amendments to the 2020 General
Plan or a General Plan Update by the City will
not necessarily require amendment of the Specific
Plan. But any subsequent discretionary approval or
amendment to the Specific Plan must be consistent
with the General Plan, as amended and/or updated,
except to the extent that such change in the General
Plan deals with matters in which the Developer/Ap-
plicant shall possess vested rights under the terms
of a Development Agreement entered into between
the Developer/Applicant and the City.

7.10.2 Environmental Issues
The City of Oxnard has certified the Project Environ-
mental Impact Report in association with approval
of the RiverPark Specific Plan.

Mitigations for all identified impacts are defined
by the adopted Mitigation Monitoring Program.

All mitigations identified will be implemented
as required.

7.10.3 Affordable Housing Guidelines
Within the Specific Plan Area, 140 residential units
will be affordable to very low income households.

Also, 140 residential units will be affordable to
low income households, and 112 residential units
will be affordable to moderate income households.

In addition, the developer of the residential units
within Planning District H shall be required to pay
the applicable affordable housing in lieu fee for each
residential unit constructed. The above numbers may
also be increased by the application of a density
bonus pursuant to City Ordinance. Any subsequent
development that increases residential units above
3,043 through a Specific Plan Amendment must pro-
vide a minimum of 1515% of those units as affordable, , split as 5% Very Low Income, 5% Low Income, and split as 5% Very Low Income, 5% Low Income, and 5% Moderate Income.5% Moderate Income.
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7 IMPLEMENTATION
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RIVERPARK SPECIFIC PLAN
prepared for RiverPark Development, LLC by AC Martin Partners with

RTKL / EDSA / CRAIN AND ASSOCIATES / WILLIAM HEZMALHALCH ARCHITECTS / HUITT-ZOLLARS April 12, 2005

7.10.4 Residential Unit Mix within Residential 7.10.4 Residential Unit Mix within Residential Very High DistrictsVery High Districts
Within the Residential Very High portions of Dis-Within the Residential Very High portions of Dis- tricts B, C and D, the number of residential units tricts B, C and D, the number of residential units collectively will be limited to up to 1025 units and collectively will be limited to up to 1025 units and by the bedroom unit type. The maximum number of by the bedroom unit type. The maximum number of units per bedroom unit types are as follows:units per bedroom unit types are as follows:

Studio Units 108Studio Units 108
One Bedroom Units 504 One Bedroom Units 504
Two Bedroom Units 363 Two Bedroom Units 363
Three Bedroom Units 50 Three Bedroom Units 50
If a development is proposed that would require an If a development is proposed that would require an increase in the maximum number of a specific unit increase in the maximum number of a specific unit type or types, a corresponding decrease in another type or types, a corresponding decrease in another unit type or types will be required, utilizing a conver-unit type or types will be required, utilizing a conver- sion rate of 1.18 persons per bedroom. The Master sion rate of 1.18 persons per bedroom. The Master Developer and TMP will monitor the unit type mix Developer and TMP will monitor the unit type mix of the Residential Very High portions of Districts of the Residential Very High portions of Districts B, C and D to insure that the maximum overall unit B, C and D to insure that the maximum overall unit count and bedroom unit types are not exceeded.count and bedroom unit types are not exceeded.

7.11 TEMPORARY USES

7.11.1 Temporary Use - Defined
A “temporary use” is one which occupies a parcel
of land for a period of more than one hour within a
twenty-four-hour period, but less than the maximum
time limits set forth herein and which does not uti-
lize any permanent structures except as otherwise
permitted herein.

7.11.2 Temporary Use - Permitted
No uses listed in this section shall be conducted
unless a temporary use permit or special use permit
authorizing such a use has been approved.

The following temporary uses which are further de-
fined in the City Code, may be permitted subject to
the granting of a temporary use permit in accordance
with the provisions of this article:
(a) Residential Land Use Districts, or property for
which a residential use has been approved:
(1) Construction signs, defined as a sign stat-
ing the names of those individuals or firms
directly connected with the construction
project. Said sign may include the name
of the city in which the business is located
and emergency phone numbers.
(2) Sales or rental offices (used only for the
sale or rental of residential properties
which are part of a project containing
five or more contiguous lots or units, said
offices to be located on or immediately
adjacent to the site of the project and as
further regulated by section 7.11.8).
(3) Sub-division model homes and related
facilities.
(4) Sub-division signs.
(5) Temporary construction yards and offices
(used only in conjunction with develop -
ment of uses permitted by the applicable
land use district, said offices and yards
to be located on or immediately adjacent
to the site of the development. One adult
caretaker may be present during noncon -
struction hours).
(6) Youth, charitable or nonprofit organization
projects.
(7) Other temporary uses, which the develop-
ment services director has determined to be
compatible with the land use district and
surrounding land uses.
(b) Commercial and Office Land Use Districts:
(1) Those temporary uses listed in section

7.11.1 (a).
(2) Christmas tree lots.
(3) Grand opening signs, banners and other
similar temporary signage excluding bal -
loons and other inflatables.
(4) Auctions.
(5) Outdoor carnivals, circuses and rodeos.
(6) Outdoor concerts.
(7) Other outdoor shows.
(8) Outdoor religious revival meetings.
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8 GLOSSARY
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R I V E R P A R K S P E C I F I C P L A N
prepared for RiverPark Development, LLC by AC Martin Partners with

RTKL / EDSA / CRAIN AND ASSOCIATES / WILLIAM HEZMALHALCH ARCHITECTS / HUITT-ZOLLARS April 12, 2005
Lanes or Lane Streets: See Alleys
Live/Work Unit: A building type as defined in Sec-
tion 2 which allows retail or commercial use on
the ground floor of a residential unit in residential
neighborhoods. The ground floor of such a unit is
often used for a home business, as an artist studio or
a workshop. Refer to Section 4. As defined by “City
of Oxnard Mixed Use Development Policy”.

Live/ Work Use: Residential premises used for the
transaction of business or the supply of professional
services. Home occupation shall include the fol -
lowing: agent, architect, artist, broker, consultant,
dentist, doctor, draftsman, dressmaker, engineer,
interior decorator, lawyer, notary public, teacher,
or other similar occupations, as determined by the
DAC or the City of Oxnard Mixed Use Development
Policy. Such use shall not simultaneously employ
more than two persons. The total gross area of the
home occupation use shall not exceed 30 percent of
the gross square footage of the residential unit.

Lot: The individual land area on which a single
family detached unit is located.

Major Deviation: A deviation from numerical stan-
dards of the Specific Plan by more than 15%.

Master Developer: The Specific Plan requires that
a Master Developer entity (or two Master Devel -
opers, one for residential and one for commercial
development) assume the primary responsibility
for implementing the project according to and in
conformance with the design intent of the Specific
Plan and related documents until all development
parcels are built out.

The Specific Plan requires that, following adoption
of the Specific Plan, Master Developer responsi -
bilities include, but are not limited to: installing
backbone road and utilities infrastructure, providing
public open space, selecting Builder/Developers,
monitoring the allocation and maximum number
of units within and among Planning Districts, and
monitoring the total number of dwelling units to as-
sure that they do not exceed the maximum of 4,068
established by the Specific Plan.

Media Niche: An architectural projection com -
monly used to house media cabinets and equipment
in a residential application. Media niches must be
combined with other architectural features such as
a fireplace chimney. The media niche portion of a
projection shall not exceed 6’ in length parallel to
the structural envelope of the building.

Minor Deviation: A deviation from numerical stan-
dards of the Specific Plan up to 15%.

Multi-Family: Dwelling units grouped within a
building and sharing a street entrance with other
dwelling units. Maximum density is 80 d.u. per acre.

Net Acreage: The area of a site within its property
lines. Distinguished from Gross Acreage. Note that
Net Acreage should be used when determining resi-
dential density (unit count per acreage).

Paseo: An outdoor, uncovered pedestrian walkway
in commercial and residential areas which lead from
the rear to the front of the property. This walkway is
attractively landscaped, hardscaped and lighted in a
manner to maximize safety and security as well as
to encourage pedestrian use.

Pedestrian Lighting: Lighting primarily designed to
illuminate pedestrian pathways including sidewalks.

Distinguished from street lighting that is primarily
designed to illuminate streets.

Permitted (or By-Right) Uses: Specific Plan land
uses which require review and approval by the De-
velopment Services Manager/Planning Manager.

Distinguished from “Specially Permitted” land uses
which require review and approval by the Oxnard
Planning Commission and a Special Use Permit.

Planning Commission: The City of Oxnard Plan -
ning Commission.

Planning District: One of thirteen designated areas
of the RiverPark Specific Plan, labeled “A” through
“M.” Each Planning District has distinct land uses,
environmental character and development require-
ments. Planning District boundaries and character-
istics are defined in Section 2.

Private Street: A street, as distinguished from a
lane or alley, which is located within a develop -
ment provided by a Builder/Developer on private
land. A private street is generally used for on-site
circulation.

Product Type: The basic unit of residential de -
velopment. Each product type has associated de -
update through 3/2012
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RTKL / EDSA / CRAIN AND ASSOCIATES / WILLIAM HEZMALHALCH ARCHITECTS / HUITT-ZOLLARS April 12, 2005
velopment requirements such as lot dimensions,
building envelope, building orientation and use,
service requirements and parking requirements. The
RiverPark Specific Plan defines residential product
types in Section 4. The location of these product
types is defined in the residential regulatory plans
in Section 4.

Project: The construction, addition or structural
alteration of commercial, residential or institu -
tional buildings and related facilities, or a change
of use, within the Specific Plan Area by a Builder/
Developer.

Refers to specific development projects on parcels
within RiverPark, as distinguished from RiverPark
as a whole. A project does not include permits for
electrical, mechanical, plumbing, demolition or
similar permits; certain fences or walls, signs, minor
grading permits, reconstruction of a building dam-
aged or destroyed by fire, flood, wind, earthquake
or other calamity or act of nature or the public
enemy, and any construction for which a building
permit is required in order to comply with a public
safety order.

The term sometimes refers to RiverPark as a
whole. Context should indicate which meaning is
intended.

Project Plan: The design for each project which
is submitted to the City of Oxnard by a Builder/
Developer during the Project Review and Approval
Process.

Project Review and Approval Process: The Process
defined in Section 7 by which a Builder/Developer
obtains from the City the permits required to con -
struct a development project. This process includes
review by the Master Developer and the City for con-
formance of the Project Plan of each development
with the Specific Plan and related documents.

Public Realm; Public Open Spaces: Areas of River-
Park other than those sold to Builders/Developers for
private development. These include all landscaped
open spaces, parks, circulation corridors for motor
vehicles, pedestrians, and bicycles (public rights-of-
way), storm water and water runoff control facilities.

The setback areas of private development parcels
between the building and public access street are
also considered part of the public realm. See also
“Street Space.”
Public Right-of-Way: Areas within RiverPark desig-
nated for pedestrian and/or vehicular circulation with
associated utilities and streetscape improvements.

This land cannot be sold to Builders/Developers.

Regulations: Generic term for rules governing
development in all public and private areas of the
RiverPark Specific Plan Area. Includes guidelines
and standards.

Residential: Premises used primarily for human
habitation. Units shall not be less than 450 square
feet in net area.

Residential: Low-Medium: A land use category
allowing dwellings at 8-12 dwelling units per gross
acre. Permitted building types are single-family
detached.

Residential: Medium: A land use category allowing
dwellings at 12-18 dwelling units per gross acre.

Permitted building types are single-family and multi-
family attached or detached.

Residential: High: A land use category allowing
dwellings at 18-30 dwelling units per gross acre.

Permitted building types are single-family and multi-
family attached or detached.

Residential: Very High: A land use category allow-
ing dwellings at 30-80 dwelling units per gross acre.

Permitted building types are multi-family attached.

Residential Uses: Refers to the residential land
use categories: Residential: Low-Medium (Single-
Family); Residential: Medium (Townhouses); and
Residential: High (Multi-Family Residential); Resi-
dential: Very High (Urban Apartments).

RiverPark “A”: RiverPark “A” consists of all of
the Specific Plan area south of Garonne Street. This area includes commercial, office, hotel/convention
and residential uses.

RiverPark “B”: RiverPark “B” refers to the Spe -
cific Plan area north of Garonne Street. This area is
devoted primarily to residential communities with
parks, schools and water control facilities including
water storage recharge basins.
update through 3/2012
169

CITY COUNCIL OF THE CITY OF OXNARD
ORDINANCE NO. 3010

A ORDINANCE OF THE CITY COUNCIL OF THE CITY OF OXNARD

APPROVING THE SIXTH AMENDMENT TO RIVERPARK DEVELOPMENT
AGREEMENT NO. 6128 (PLANNING AND ZONING PERMIT NO. 20-670- 04) AND CERTIFYING ADDENDUM NO. 15 TO FINAL ENVIRONMENTAL IMPACT REPORT NO. 00-03 FOR THE RIVERPARK SPECIFIC PLAN,

GENERALLY LOCATED NORTH OF THE VENTURA FREEWAY
(HIGHWAY 101), WEST OF EAST VINEYARD AVENUE, EAST OF THE SANTA CLARA RIVER, AND SOUTH OF CENTRAL AVENUE. FILED BY ANN WALSH OF SHEA PROPERTIES, 2751 PARK VIEW COURT, SUITE 261, OXNARD, CA 93036.

WHEREAS, on September 10, 2002 the City Council approved the entitlements for The RiverPark Specific Plan to guide future development on the 702-acre project site; and WHEREAS, On September 10, 2002, the City Council adopted Ordinance No. 2605, approving Planning and Zoning Permit No. 01-5-46 (Development Agreement No. A-6128) between the owners of the RiverPark Project and the City of Oxnard; and WHEREAS, On December 21, 2004, the City Council adopted Ordinance No. 2678 approving the first Development Agreement Amendment which incorporated properties located within the RiverPark Specific Plan that were acquired by RiverPark A and RiverPark B after the effective date of the DA, including clarifications of duties and ownership relating to RiverPark and the previous project for part of the site, the Oxnard Town Center development; and WHEREAS, On August 7, 2007, the City Council adopted Ordinance No. 2744 approving the second Development Agreement Amendment, which incorporated changes related to the ability to locate a multiplex theater in District D of the RiverPark Specific Plan area; and WHEREAS, On October 5, 2010, the City Council adopted Ordinance No. 2830 approving the third Development Agreement Amendment, maintaining development fees at current levels for an extended period of time, based on market conditions at the time; and WHEREAS, On June 12, 2012, the City Council adopted Ordinance No. 2856 approving the fourth Development Agreement Amendment to reflect changes in numerical values for commercial square footage and residential units proposed in the fourth amendment to the RiverPark Specific Plan, along with construction timing milestones and fee adjustments; and WHEREAS, On December 17, 2013, the City Council adopted Ordinance No. 2877 approving the fifth Development Agreement Amendment maintaining traffic development fees at current levels for an extended period of time; and
WHEREAS, in July 2002 the City Council certified Final Environmental Impact Report (FEIR) No. 2000-03 (State Clearinghouse No. 2000051046) and adopted a Statement of Overriding Considerations. The FEIR was prepared to analyze potential impacts associated with the approval and the implementation of The RiverPark Specific Plan and the anticipated build out of the 702-acre 170
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specific plan site. The FEIR No. 00-03 found four areas of significant impacts (Earth Resources- Mineral Resources, Water Quality, Agricultural Resources, and Cultural Resources-Historical Resources); and
WHEREAS, an EIR Addendum was prepared to summarize the site specific technical clarifications with respect to the following impact analysis areas associated with the proposed SPA and Development Agreement Amendment (DAA) Land Use, Aesthetic, Earth Resources, Biological Resources, Water Resources, Transportation and Circulation, Agricultural Resources, Air Quality, Noise, Public Schools, Fire Protection, Police Protection, Parks and Recreation, Solid Waste Management, Library Services, Stormwater Drainage, Water Supply and Distribution, Wastewater Service, Entergy, Cultural Resources, Hazards, Wildfire, and Tribal Cultural Resources. The EIR Addendum concluded that no additional significant impacts were identified in Addendum No. 15 prepared for this Project, nor would the Project substantially increase the severity of previously anticipated significant impacts. No additional mitigation measures are required; and WHEREAS, the Planning Commission of the City of Oxnard (“ Planning Commission ”) has considered an application for Planning and Zoning Permit No. 20-670-04 ( “Project”), a sixth amendment to Development Agreement No. A-6128 (Development Agreement) between the CITY OF OXNARD, a municipal corporation of the State of California (the “City”) and SOCM I, LLC, a Delaware limited liability company (“SOCMI”), RIVERPARK POINTE, LLC, a Delaware limited liability company (“Riverpark Pointe”), RIVERPARK LANDING, LLC, a Delaware limited liability company (“Riverpark Landing”), OAKMONT OF RIVERPARK LLC, a California limited liability company (“Oakmont”), SUNFLOWER, LP, a California limited partnership (“Sunflower”).

Collectively, SOCMI, Riverpark Pointe, Riverpark Landing, Oakmont, and Sunflower are referred to herein as the “Riverpark Commercial Area Developers.” (collectively referred to “Applicant” or “Developer” in the record of proceedings); and
WHEREAS, the Sixth Development Agreement Amendment (DAA) shall allow for a time extension, impact fee modifications, and define future affordable housing requirements. The proposed changes are included in Exhibit A to this Ordinance; and WHEREAS, on December 16, 2021, the Planning Commission of the City of Oxnard (“Planning Commission ”) conducted a duly noticed public hearing where written and oral comments were received and reviewed to consider an application for a Development Agreement (PZ 20-670-04) in accordance with Chapter 16-575 of the Oxnard City Code; and WHEREAS, on December 16, 2021, the Planning Commission made a motion to continue the Project to the Planning Commission meeting on January 13, 2022, and WHEREAS, the Planning Commission, after due study, deliberation and a duly noticed public hearing on January 13, 2022, and after it received and reviewed written and oral comments, presented by staff and the Applicant with a series of questions, found that the project meets the criteria set out in California Government Code 65864 through 65869.5; and 171
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WHEREAS, pursuant to CEQA Guidelines §15164, the Commission considered Addendum No. 15 with FEIR No. 00-03 and all subsequent addendums prior to making recommendations on the Project; and
WHEREAS, the Planning Commission adopted Resolution 2022-04 recommending that the City Council approve Planning & Zoning Permit No. 20-670-04 (Development Agreement Amendment) with the requirement that the property owner enter into a Project Labor Agreement before the development of the RiverPark Specific Plan proceeds; and WHEREAS, on March 15, 2022, the City Council of the City of Oxnard conducted a duly noticed public hearing to consider both the request to approve Planning and Zoning Permit No. 20- 670-04 (Development Agreement Amendment), both as originally negotiated with the Applicant and as recommended by the Planning Commission in accordance with the OCC; and WHEREAS, the City Council received written and verbal comments from the public; and WHEREAS, pursuant to CEQA Guidelines §15164, the City Council considered Addendum No. 15 with FEIR No. 00-03 and all subsequent addendums prior to making recommendations on the Project; and
WHEREAS, in accordance with Section 15164 of the California Code of Regulations, the City Council has determined that minor changes are proposed to the project for which an FEIR were previously certified; and that an Addendum is the appropriate environmental document to evaluate the minor changes in the Project, and has prepared an Addendum thereto because the proposed changes to the original Specific Plan and DA would not result in any new additional significant impacts, nor would they substantially increase the severity of previously anticipated significant impacts. The City Council has determined that there is no substantial evidence that the Project would result in new or substantially more severe impacts than those identified in FEIR No. 00-03.

Rather, all of the impacts associated with the Project are within the envelope of impacts addressed in the Certified FEIR and do not constitute a new or substantially increased significant impact.

Accordingly, none of the conditions that trigger the need to prepare a subsequent Environmental Impact Report pursuant to CEQA Guidelines § 15162 would occur; and WHEREAS, the City Council finds, after due study, deliberation and public hearing, that the proposed Development Agreement Amendment is consistent with the 2030 General Plan; and WHEREAS, the pursuit of the Development Agreement Amendment is a reasonable exercise of the City’s police powers to ensure the continued health, safety, and welfare of the public by providing housing opportunities for the residents of the City of Oxnard; and WHEREAS, the City Council finds, after due study, deliberation and public hearing that the following circumstances exist:

1. As initially outlined in Section 6(b) and Attachment F of the Planning Commission Staff 172
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report dated December 16, 2021, the proposed Development Agreement Amendment is in conformance with the 2030 General Plan and other adopted policies of the City of Oxnard;

2. As initially outlined in Section 6(h) of the Planning Commission Staff report dated December 16, 2021, the proposed Development Agreement Amendment is a logical refinement and internally consistent with the adopted RiverPark Development Agreement;

3. As determined in the Addendum to FEIR No. 00-03, the proposed Development Agreement Amendment will not adversely affect or be materially detrimental to adjacent land uses, buildings or structures or to the public health, safety or general welfare; and

4. As initially outlined in Section 6(c - g) of the Planning Commission Staff report dated December 16, 2021, the proposed Development Agreement in association with the RiverPark Specific Plan Amendment conforms to adopted City standards and constitutes good City planning; and
WHEREAS, the Applicant agrees that at its own expense, to indemnify and defend the City of Oxnard and its agents, officers and employees from and against any claims, actions or proceedings to attack, set aside, void or annul the approval of this Ordinance or any actions or proceedings, acts or determinations taken, done or made before the approval of this Ordinance that were part of the approval process.

NOW, THEREFORE, the City Council of the City of Oxnard does ordain as follows:

SECTION 1. The Recitals above are true and correct and incorporated herein by this reference.

SECTION 2. The City Council finds that the Riverpark Development Agreement Amendment is internally consistent with all other provisions of the City of Oxnard 2030 General Plan.

SECTION 3. The City Council finds that the Riverpark Development Agreement Amendment will not be detrimental to the public interest, health, safety, convenience, or welfare of the City.

SECTION 4. The City Council finds that the project site associated with the Riverpark Development Agreement Amendment is physically suitable in terms of design, location, operating characteristics, shape, size, topography, and the provision of public and emergency vehicle access, and public services and utilities and is served by highways and streets adequate in width and improvement to carry the kind and quantity of traffic the proposed use would likely generate, to ensure that the proposed use(s) and/or development will not endanger, jeopardize, or otherwise constitute a hazard to the property or improvements in the vicinity in which the property is located. 173
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SECTION 5. The City Council determines that the development that would be authorized for the project site by the proposed RiverPark Development Agreement Amendment is the best use for the subject project site.

SECTION 6. The City Council determines that the RiverPark Development Agreement Amendment is in the best interests and welfare of the City and its residents.

SECTION 7. In approving this ordinance for the RiverPark Development Agreement, the City Council finds and determines the project is in compliance with the California Environmental Quality Act because Addendum No. 15 to FEIR No. 00-03, and Subsequent Addendums was considered by the City Council at the public hearing for the RiverPark Specific Plan Amendment and Development Agreement Amendment. The Addendum to the FEIR No. 00-03 was prepared pursuant to the requirements of the California Environmental Quality Act (CEQA, Public resources Code §§ 21000, et seq.), the regulations promulgated thereunder (14 California Code of Regulations, §15000, et seq., CEQA Guidelines), and the City’s Environmental Review Guidelines.

The City of Oxnard is the Lead Agency. The Addendum is appropriate pursuant to CEQA Guidelines § 15164 since only minor changes and additions to the MND are necessary to address the Project changes and no circumstances exist calling for the preparation of a subsequent environmental impact report pursuant to CEQA Guidelines § 15162 and 15163. With implementation of the FEIR No. 00-03 mitigation measures, there is no substantial evidence that the proposed project will have a significant effect upon the environment.

SECTION 8. Based on the findings set forth herein, the City Council approves Planning and Zoning Permit No. 20-670-04 (Amendment No. 6 to Development Agreement No. A - 6128) to amend the Development Agreement pursuant to Exhibit A, without the recommended action of the Planning Commission, hereto attached.

SECTION 9 . Planning and Zoning Permit No. 20-670-04 (Amendment No. 6 to Development Agreement No. A - 6128) is approved to amend the Development Agreement pursuant to Exhibit A, without the recommended action of the Planning Commission, hereto attached
SECTION 10. Pursuant to Government Code Section 65863.5, the City Clerk shall mail a copy of this ordinance to the Assessor of Ventura County within thirty (30) days from the adoption of this ordinance; and
SECTION 11. Pursuant to Government Code Section 36933(c)(1), the City Attorney was designated to prepare, and the City Clerk published, a summary of this Ordinance, and a certified copy the Ordinance was posted in the Office of the City Clerk a minimum of five days before the City Council’s adoption of the Ordinance.

SECTION 12. The City Clerk shall certify as to the adoption of this Ordinance and shall cause the summary thereof to be published within fifteen (15) days of the adoption and shall post a certified copy of this ordinance, including the vote for and against the same, in the office of the City 174
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Clerk, in accordance with Government Code Section 36933. Ordinance No. 3010 was first read on March 15, 2022, and finally adopted on April 5, 2022 to become effective thirty days thereafter.

PASSED and ADOPTED this 5th day of April, 2022 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

RECUSED:

ATTEST:
______________________________ ________________________________ Rose Chaparro, City Clerk John C. Zaragoza, Mayor APPROVED AS TO FORM:
___________________________________
Stephen M. Fischer, City Attorney
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EXHIBIT A

SIXTH DEVELOPMENT AGREEMENT TEXT
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Oxnard
305 West Third Street
Oxnard, California 93030
Attn: City Clerk
SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE

SIXTH AMENDMENT TO DEVELOPMENT AGREEMENT
THIS SIXTH AMENDMENT TO DEVELOPMENT AGREEMENT (the “Sixth Amendment”) is made in Ventura County, California as of _________________ __, 202_, by and between the CITY OF OXNARD , a municipal corporation of the State of California (the “City”) and SOCM I, LLC, a Delaware limited liability company (“SOCMI”), RIVERPARK POINTE, LLC , a Delaware limited liability company (“Riverpark Pointe”), RIVERPARK LANDING, LLC, a Delaware limited liability company (“Riverpark Landing”), OAKMONT OF RIVERPARK LLC , a California limited liability company (“Oakmont”), SUNFLOWER, LP, a California limited partnership (“Sunflower”). Collectively, SOCMI, Riverpark Pointe, Riverpark Landing, Oakmont, and Sunflower are referred to herein as the “Riverpark Commercial Area Developers.” The City and the Riverpark Commercial Area Developers may be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS
A. The Riverpark Commercial Area Developers are the owners of real property located in the City within the boundaries of the City’s Riverpark Specific Plan. SOCM I is the owner of that certain real property more particularly described in Exhibit A-1 attached hereto. Riverpark Pointe is the owner of that certain real property more particularly described in Exhibit A-2 attached hereto. Riverpark Landing is the owner of that certain real property more particularly described in Exhibit A-3 attached hereto. Oakmont is the owner of that certain real property more particularly described in Exhibit A-4 attached hereto. Sunflower is the owner of that certain real property more particularly described in Exhibit A-5 attached hereto. The area described in Exhibits A-1 through A-5 is referred to herein as the “Riverpark Commercial Area.” B. The City and Riverpark Commercial Area Developers’ predecessor in interest entered into that certain Development Agreement dated as of August 27, 2002, and which was recorded against the Riverpark Commercial Area Developers’ Property (as well as other areas) on September 10, 2002 as Instrument No. 2002021645000 in the Ventura County Recorder’s Office (the “Original Development Agreement”), as amended by that certain First Amendment to Development Agreement dated as of December 14, 2004 and recorded against Riverpark Commercial Area Developers’ Property on December 23, 2004 as Instrument No. 177
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2 200412230339920 in the Ventura County Recorder’s Office and re-recorded against Riverpark Commercial Area Developers’ Property on January 24, 2005 as Instrument No. 200501240017504 in the Ventura County Recorder’s Office (the “First Amendment to Development Agreement”), as further amended by that certain Second Amendment to Development Agreement recorded against the Riverpark Commercial Area Developers’ Property on August 21, 2007 in the Ventura County Recorder’s Office as Instrument No. 20070821001636170 (the “Second Amendment to Development Agreement”), as further amended by that certain Third Amendment to Development Agreement recorded against the Riverpark Commercial Area Developers’ Property on October 13, 2010 in the Ventura County Recorder’s Office as Instrument No. 20101013001577430 (the “Third Amendment to Development Agreement”), as further amended by that certain Fourth Amendment to Development Agreement (the “Fourth Amendment to Development Agreement”), which did not affect the Riverpark Commercial Area Developers’ Property and was not recorded against the Riverpark Commercial Area Developers’ Property, as further amended by that certain Fifth Amendment to Development Agreement (the “Fifth Amendment to Development Agreement”), which did not affect the Riverpark Commercial Area Developers’ Property and was not recorded against the Riverpark Commercial Area Developers’ Property. The Original Development Agreement as amended by the First Amendment to Development Agreement, the Second Amendment to Development Agreement, the Third Amendment to Development Agreement, the Fourth Amendment to Development Agreement, and the Fifth Amendment to Development Agreement, together with any extensions or amendments approved administratively, are referred to herein collectively as the “Development Agreement.” The Development Agreement encumbers more real property than the Riverpark Commercial Area Developers’ Property.

Collectively, all real property encumbered by the Development Agreement is referred to herein as the “Site.” Owners of portions of the Site (including each of the Riverpark Commercial Area Developers) may be referred to herein individually as a “Riverpark Developer” or collectively as the “Riverpark Developers.”
C. In conjunction with transfers of portions of the Site to the various Riverpark Developers, the Parties to such transfer agreements have executed Assignment and Assumption Agreements that had the effect of the transferring party assigning and the acquiring party assuming the rights, duties and/or obligations under the Development Agreement relating to the portion of the Site being transferred and providing that no Riverpark Developer shall be obligated to meet any obligations under the Development Agreement that relate to a portion of the Site owned by another Riverpark Developer.

D. As of the date of this Sixth Amendment, the Riverpark Commercial Area Developers are in full compliance with the terms, conditions, and obligations of the Development Agreement as amended.

E. The City has recently adopted updated development impact fees (the “2020 Development Impact Fees”) related to the installation of public infrastructure to accommodate future development planned to occur in the City. The bulk of the development within the Riverpark Specific Plan Area has already occurred. In conjunction with such development, the public infrastructure associated with and necessary for the development of the Riverpark Specific Plan has already been constructed.
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3 F. The Parties hereto intend hereby to amend the Development Agreement to (i) extend the termination date of the Development Agreement by a period of five (5) years from October 12, 2022 to October 12, 2027, and (ii) establish a mechanism for the payment of certain 2020 Development Impact Fees that are to be applied within the Riverpark Specific Plan area as described below.

G. The Parties hereto each desire to obtain the agreement of one another to the provisions of the Development Agreement as amended by this Sixth Amendment.

H. On January 13, 2022, the Planning Commission held a duly noticed public hearing wherein the Planning Commission reviewed this Sixth Amendment.

I. On March 15, 2022, the City Council held a duly noticed public hearing on this Sixth Amendment in accordance with Government Code Section 65868.

J. The City Council has given notice of its intention to consider this Sixth Amendment, has conducted public hearings thereon pursuant to the relevant portions of the Government Code, and has found that the provisions of this Sixth Amendment are consistent with the City’s General Plan, City zoning ordinances, and the Riverpark Specific Plan, as amended. The City Council has also specifically considered the impacts and benefits of this Sixth Amendment upon the welfare of the residents of the City and the surrounding region. The City Council has determined that this Sixth Amendment is beneficial to the residents of the City and is consistent with the present public health, safety, and welfare needs of the residents of the City and the surrounding region.

K. The City has determined that the actions to be taken pursuant to this Sixth Amendment will not result in environmental impacts which are new or substantially changed from those already analyzed and addressed in the Riverpark EIR, and subsequent addenda, and, therefore has determined that none of the elements set forth in Public Resources Code Section 21166 or Section 15162 of the CEQA Guidelines exists and therefore has determined, in accordance Public Resources Code Section 21166 and Section 15162 of the CEQA Guidelines, that no subsequent or supplemental Environmental Impact Report, Negative Declaration or Mitigated Negative Declaration is required to be prepared prior to adopting the Ordinance approving this Sixth Amendment.

NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby incorporated into the operative provisions of this Sixth Amendment by this reference and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the City and the Riverpark Commercial Area Developers agree as follows:

Section 1. Extension of Termination Date:

The Term of the Development Agreement is hereby extended by a period of five (5) years from October 10, 2022 to October 10, 2027; provided, however, that the Development Agreement may be further extended by the City Manager upon mutual consent of the City and Developer, to the completion of the development, but not to exceed a period of ten (10) additional years. 179
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4 Section 2. Application of 2020 Development Impact Fees:

The City acknowledges that the waivers of certain fees as set forth in Sections 5.4, 5.5, 6, and 9 of the Development Agreement remain in full force and effect and have not been modified by the City actions in adopting the 2020 Development Impact Fees.

In light of the public infrastructure already constructed in conjunction with development on the Project, the City agrees that through the Term of the Development Agreement, the maximum amount of any traffic impact fees assessed shall be limited to the rate in effect immediately prior to the City’s adoption of the 2020 Development Impact Fees, which are reflected on the City’s fee chart dated as of September 24, 2018. The City further agrees that the 2020 Development Impact Fees related to the Park Development Fee shall not apply to the Project.

In lieu of the 2020 Development Impact Fees related to the Mobility Fee, the RiverPark Commercial Area Developers shall pay an alternative Mobility Fee based on the project density.

Based on the average density of the added residential units of 1.71 persons per residential unit, the alternative Mobility Fee for the Multi-Family residential would be $1,347.05 per unit.

Credits for the reasonable cost of design, engineering, land and construction costs of the public bicycle and pedestrian facilities constructed as part of the buildout of the RiverPark Specific Plan area, not otherwise used to offset mobility fees or other required fees which have already been credited, shall be granted for the alternative Mobility Fee on a first-come, first-served basis among all developers in the RiverPark Specific Plan area. Under no circumstances shall Developer be entitled to a refund of the fee credits or a transfer to a third party (i.e., an entity that does not qualify as Developer or permitted assignee under this Agreement) of the fee credits obtained pursuant to this Section. Developer is not guaranteed that any credits will still be available at the time of the imposition of any fees. The Developer shall provide all funding necessary for a mutually agreed upon third party consultant to verify all costs used to obtain fee credits.

Finally, the City acknowledges and agrees that the Riverpark Commercial Area Developers have contributed more than two million dollars ($2,000,000) in public art installations in the areas subject to this Sixth Amendment to Development Agreement in full satisfaction of the City’s public art requirements, and no additional public art is required for these portions of the Site. Of the public art that Developers have installed previously, Developers shall maintain public art installations on the Site valued at a minimum of two hundred eighty-seven thousand dollars ($287,000) in perpetuity.

For ease of reference, the Parties agree that the fees modified or exempted under the Development Agreement related to the Project are as set forth in the chart attached hereto as Exhibit B.

Other than the fees noted above, the Riverpark Commercial Area Developers shall be responsible for paying when due all Development Impact Fees in connection with the development of the Project at the rates then in effect. Subject to all applicable laws then in effect, City shall have the right: (i) to charge and apply to Property all Development Impact Fees and assessments as may be in effect at the time applicable to the Project; and (ii) to increase or otherwise modify any and 180
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5 all Development Impact Fees (including without limitation new categories of impact fees) applicable to the Project.

Section 3. Future Affordable Housing. The City’s Affordable Housing Ordinance (Ordinance 2980) requires that residential projects containing more than ten (10) units shall provide affordable 10% of the total number of units as affordable units, with half being affordable to persons of lower income and half being affordable to persons of very low income; however, the City’s Affordable Housing Ordinance does not apply to new housing projects located in areas subject to a specific plan adopted by the City that requires such projects to provide as many or more affordable units for lower and very low income persons and families as the City’s Affordable Housing Ordinance. The City and the Riverpark Commercial Area Developers have agreed to an alternative affordable housing program for the property subject to this Agreement. In lieu of the 10% requirement under the City’s Affordable Housing Ordinance stated above, all new residential projects developed on the Riverpark Commercial Area after the date of this Sixth Amendment containing ten or more dwelling units to be offered for rent shall include a number of dwelling units equal to not less than 15% of the total number of dwelling units in the project offered for rent at the following levels: 5% shall be rented at an affordable rent to persons and families of very-low income, 5% shall be rented at an affordable rent to persons and families of lower income, and 5% shall be rented at an affordable rent to persons and families of moderate income, as defined in California Health and Safety Code Sections 50105, 50079.5, 50093, respectively. Upon certificate of occupancy of the for-rent Affordable Housing Units for Very Low, Low, and Moderate Income Households each such unit shall be rented at rents that are Affordable to Very Low, Low, or Moderate Income Households for a period of fifty-five (55) years. Such units shall otherwise comply with the requirements in the City’s Affordable Housing Ordinance. However, for Moderate Income units, the maximum affordable rent shall be calculated as defined in Health and Safety Code 50053(b)(5) Section 4. Supplemental Sewer Fee.

The Riverpark Developers constructing Additional Dwelling Units within the Riverpark Specific Plan area shall pay a Supplemental Sewer Fee equal to the sewer impact fees in effect at the time of the Effective Date of this agreement applied to the Additional Dwelling Units on a per unit basis prior to the issuance of a building permit for each such Additional Dwelling Unit, less credits applied for sewer impact fees that have already been paid for the commercial development that was originally proposed at each project location, on a project by project basis.

For the purpose of this Section, Additional Dwelling Units shall mean the dwelling units constructed in the Riverpark Specific Plan area in excess of an aggregate of 3,043 dwelling units.

The sewer impact fee credit calculation methodology shall be mutually agreed upon by the Riverpark Developers and the City Engineer prior to building permit issuance for any Additional Dwelling Units, and shall be based upon the calculation methodology used for the pre-payment of sewer impact fees utilized in the original Development Agreement dated August 27, 2002 and/or subsequent Development Agreement Amendments. Should the Riverpark Developers wish to apply additional credits for commercial square footage outside a given project area to offset the Supplemental Sewer Fee, adequate legal mechanisms shall be executed to the satisfaction of the Community Development Director to ensure the trade off in commercial square footage will be legally binding on the Riverpark Developers, their successors and assigns.

Notwithstanding any language in this agreement to the contrary, under no circumstances shall the 181
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6 Riverpark Developers be entitled to a refund of the fee credits or a transfer to a third party of the fee credits obtained pursuant to this Section. Riverpark Developers shall provide a deposit of $5,000.00 (five-thousand dollars) concurrent with submitting the first project to the City containing Additional Dwelling Units. This deposit is to be utilized to offset staff time costs at the hourly rates then in effect, for meetings, research, etc. related to the sewer and other fee credits. When requested by the City Engineer, the Riverpark Developers shall add funding from time to time if necessary to ensure adequate funding for anticipated staff time needs. Any excess funds remaining from this deposit will be refunded to the developer, without interest, when the City Engineer determines they are no longer needed.

Section 5. Miscellaneous Provisions.
(a) Entire Agreement. Except for the Development Agreement, which this Sixth Amendment amends, this Sixth Amendment represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written, between the Parties with respect to the matters contained in this Sixth Amendment.
(b) Section Headings. The section headings contained in this Sixth Amendment are for convenience and identification only and shall not be deemed to limit or define the contents to which they relate.
(c) Counterparts. This Sixth Amendment and any modifications hereto may be executed in any number of counterparts with the same force and effect as if executed in the form of a single document.
(d) Waiver. No waiver of any provision of this Sixth Amendment shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought.
(e) Severability. If any term, covenant, condition or provision of this Sixth Amendment, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction or rendered by the adoption of a statute by the State of California or the United States invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Sixth Amendment, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby; provided that the invalidity or unenforceability of such provision does not adversely affect the benefits accruing to, or the obligations imposed upon, any party hereunder. (f) No Reliance on Other Parties. All Parties to this Sixth Amendment declare that, prior to the execution of this Sixth Amendment, they have informed themselves of sufficient relevant data, either through experts or other sources of their own selection, and have sought and obtained legal counsel, in order that they might intelligently exercise their own judgment in evaluating the contents of this Sixth Amendment and making the decision to execute it. The Parties each represent and acknowledge that in executing this Sixth Amendment, they do not rely and have not relied upon any representation or statement not set forth herein made by any other party to 182
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7 this Sixth Amendment or their respective legal counsel with regard to the subject matter, basis or effect of this Sixth Amendment.
(g) Construction. The provisions of this Sixth Amendment shall be liberally construed to effectuate its purpose. The language of this Sixth Amendment shall be construed according to its plain meaning and shall not be construed for or against any party, as each party has participated in the drafting of this Sixth Amendment and has had its legal counsel review it. Whenever the context and construction so require, all words used in the singular shall be deemed to be used in the plural and vice versa.
(h) Successors and Assigns. This Sixth Amendment shall be binding on and shall inure to the benefit of the Parties and their respective legal representatives, successors and assigns. (i) Governing Law. The validity and interpretation of this Sixth Amendment shall be governed by the laws of the State of California without giving effect to the principles of conflict of laws.
(j) Authorizations. Each party certifies and warrants that all individuals executing this Sixth Amendment and other related documents on its behalf have the capacity and have been duly authorized to do so. Each party shall also indemnify the other Parties to this Sixth Amendment and hold them harmless from any and all damages, costs, attorneys’ fees, and other expenses, if a signatory is not so authorized.
(k) Effective Date. After this Sixth Amendment has been signed by authorized representatives of each of the Parties hereto, this Sixth Amendment shall become effective on the date on which the ordinance approving this Sixth Amendment becomes operative under Government Code section 36937.
(l) Definitions. All terms not specifically defined in this Sixth Amendment shall have the meanings ascribed to them in the Development Agreement. (m) Impact of Sixth Amendment on Development Agreement. Unless otherwise specifically amended by this Sixth Amendment, all provisions of the Development Agreement, as previously amended, shall remain in full force.
(n) Interpretation of Developer. Each Riverpark Developer and its authorized successors and assigns shall be liable for and/or hold the rights, duties and obligations of the Development Agreement and this Sixth Amendment as they relate to the portion of the Site owned by such Riverpark Developer only. No Riverpark Developer nor its authorized successors or assigns shall be liable for the obligations under the Development Agreement or any amendments thereto as they relate to another portion of the Site not owned by such Riverpark Developer or such authorized successors or assigns, respectively.
(o) Recordation of this Sixth Amendment. Pursuant to Government Code Section 65868.5, the City Clerk shall record a copy of this Sixth Amendment with the Ventura County Recorder’s Office within ten (10) days after the mutual execution of this Sixth Amendment.

Section 6. Section 33 is added the Development Agreement to read as follows:
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8 “33. Selection of Local Subcontractors
In order to promote and maximize the employment of City of Oxnard and Ventura County residents on the Project, Owner, to the extent allowed by law, commits to make a good faith effort to achieve a goal of at least 35% of subcontractors performing Project work be primarily located in Ventura County.”
IN WITNESS WHEREOF, the Parties to this Sixth Amendment have each executed this Sixth Amendment as of the date first written above.
[Signatures on following pages]
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9 THE CITY:

CITY OF OXNARD, a public body,
corporate and politic
Date:________________________ By:_________________________________ _____________________________,
Mayor
ATTEST:

By:______________________________
___________
City Clerk
APPROVED AS TO FORM:

By:______________________________
Stephen Fischer
City Attorney
[Signatures continued on next page]
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10 RIVERPARK COMMERCIAL AREA DEVELOPERS:

SOCM I, LLC,
a Delaware limited liability company
By: Shea Properties Management Company, Inc.,
a Delaware corporation,
its manager
By:

Name:

Title:

By:

Name:

Title:

RIVERPARK LANDING, LLC.
a Delaware limited liability company
By: Shea Properties Management Company, Inc.,
a Delaware corporation,
its manager
By:

Name:

Title:

By:

Name:

Title:
[signatures continued on next page]
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11 RIVERPARK POINTE, LLC,
a Delaware limited liability company
By: Shea Properties Management Company, Inc.,
a Delaware corporation,
its manager
By:

Name:

Title:

By:

Name:

Title:
[signatures continued on next page]
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12 OAKMONT OF RIVERPARK LLC,
a California limited liability company
By:

Name:

Title:

SUNFLOWER, LP,
a California limited partnership
By: Jazzy, LLC,
a California limited liability company,
its General Partner
By:

Name:

Title:

By:

Name:

Title:
188
060634\11753792v5
Notary

STATE OF CALIFORNIA )
) ss:

COUNTY OF ) On __ _________, 2022 before me, _____________________________________________ Notary Public (insert name and title of the officer),
personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _______________________________________
[Seal]
A notary public or other officer
completing this certificate verifies only
the identity of the individual who signed
the document to which this certificate is
attached, and not the truthfulness,
accuracy, or validity of that document.
189
060634\11753792v5
Exhibit A-1
EXHIBIT A-1
SOCMI’S PROPERTY
(attached)
190

LEGAL DESCRIPTION SHOWN HEREON CORRESPONDS TO FIRST AMERICAN TITLE INSURANCE COMPANY PRELIMINARY TITLE REPORT NO. OSA-5711776 (29), DATED MAY 16, 2018.

REAL PROPERTY IN THE CITY OF OXNARD, COUNTY OF VENTURA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

PARCEL A:

LOT 2 OF CERTIFICATE OF APPROVAL FOR LOT LINE ADJUSTMENT NO. 08-310-11 RECORDED AUGUST 11, 2008 AS INSTRUMENT NO. 20080811-00122442-0 OF OFFICIAL RECORDS AND BEING A PORTION OF LOT 15 OF TRACT 5352-1 IN THE CITY OF OXNARD, COUNTY OF VENTURA, STATE OF CALIFORNIA AS SHOWN ON MAP RECORDED IN BOOK 150, PAGES 76 THROUGH 92, INCLUSIVE OF MISCELLANEOUS RECORDS (MAPS) IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL OILS, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, WITHOUT, HOWEVER, THE RIGHT OF SURFACE ENTRY TO A DEPTH OF 500 FEET BELOW THE SURFACE AND SUBSURFACE AS RESERVED IN DEEDS RECORDED JUNE 16, 1954 IN BOOK 1209, PAGE 182; DECEMBER 21, 1954 IN BOOK 1252, PAGE 429; BOOK 4723, PAGE 472 AND DECEMBER 3, 1986 AS INSTRUMENT NOS. 86-175822, 86-175823, 86-175824, 86-175827 AND 86-175828 ALL OF OFFICIAL RECORDS.

APN: 132-0-311-035

LOT 1 OF CERTIFICATE OF APPROVAL FOR LOT LINE ADJUSTMENT NO. 14-310-003 RECORDED DECEMBER 08, 2014 AS INSTRUMENT NO. 20141208-00153552-0 OF OFFICIAL RECORDS AND BEING A PORTION OF LOT 13 OF TRACT 5352-1 IN THE CITY OF OXNARD, COUNTY OF VENTURA, STATE OF CALIFORNIA AS SHOWN ON MAP RECORDED IN BOOK 150, PAGES 76 THROUGH 92, INCLUSIVE OF MISCELLANEOUS RECORDS (MAPS) IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 132-0-311-105 AND 132-0-311-165

PARCEL B:

LOT 1 OF CERTIFICATE OF APPROVAL FOR LOT LINE ADJUSTMENT NO. 08-310-7 RECORDED AUGUST 11, 2008 AS INSTRUMENT NO. 20080811-00122443-0 AND RERECORDED APRIL 19, 2010 AS INSTRUMENT NO. 20100419-00057737-0 AND RERECORDED MAY 11, 2010 AS INSTRUMENT NO. 20100511-00070517- 0, ALL OF OFFICIAL RECORDS AND BEING PORTIONS OF LOTS 14 AND 15 OF TRACT 5352-1 IN THE CITY

OF OXNARD, COUNTY OF VENTURA, STATE OF CALIFORNIA AS SHOWN ON MAP RECORDED IN BOOK 150, PAGES 76 THROUGH 92, INCLUSIVE OF MISCELLANEOUS RECORDS (MAPS) IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

191

APN: 132-0-311-055

LOT 2 OF CERTIFICATE OF APPROVAL FOR LOT LINE ADJUSTMENT NO. 08-310-7 RECORDED AUGUST 11, 2008 AS INSTRUMENT NO. 20080811-00122443-0 AND RERECORDED APRIL 19, 2010 AS INSTRUMENT NO. 20100419-00057737-0 AND RERECORDED MAY 11, 2010 AS INSTRUMENT NO. 20100511-00070517- 0, ALL OF OFFICIAL RECORDS AND BEING A PORTION OF LOT 15 OF TRACT 5352-1 IN THE CITY OF OXNARD, COUNTY OF VENTURA, STATE OF CALIFORNIA AS SHOWN ON MAP RECORDED IN BOOK 150, PAGES 76 THROUGH 92, INCLUSIVE OF MISCELLANEOUS RECORDS (MAPS) IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 132-0-311-045

LOT 3 OF CERTIFICATE OF APPROVAL FOR LOT LINE ADJUSTMENT NO. 08-310-7 RECORDED AUGUST 11, 2008 AS INSTRUMENT NO. 20080811-00122443-0 AND RERECORDED APRIL 19, 2010 AS INSTRUMENT NO. 20100419-00057737-0 AND RERECORDED MAY 11, 2010 AS INSTRUMENT NO. 20100511-00070517- 0, ALL OF OFFICIAL RECORDS AND BEING PORTION OF LOT 10 OF TRACT 5352-1 IN THE CITY OF OXNARD, COUNTY OF VENTURA, STATE OF CALIFORNIA AS SHOWN ON MAP RECORDED IN BOOK 150, PAGES 76 THROUGH 92, INCLUSIVE OF MISCELLANEOUS RECORDS (MAPS) IN THE OFFICE OF THE COUNTY

RECORDER OF SAID COUNTY

APN: 132-0-311-125

PARCEL C:

LOT 1 OF CERTIFICATE OF APPROVAL FOR LOT LINE ADJUSTMENT NO. 08-310-8 RECORDED AUGUST 11, 2008 AS INSTRUMENT NO. 20080811-00122444-0 AND RERECORDED APRIL 19, 2010 AS INSTRUMENT NO. 20100419-00057738-0, BOTH OF OFFICIAL RECORDS AND BEING PORTIONS OF LOTS 9 AND 10 OF 192
TRACT 5352-1 IN THE CITY OF OXNARD, COUNTY OF VENTURA, STATE OF CALIFORNIA AS SHOWN ON MAP RECORDED IN BOOK 150, PAGES 76 THROUGH 92, INCLUSIVE OF MISCELLANEOUS RECORDS (MAPS) IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 132-0-311-115

LOT 2 OF CERTIFICATE OF APPROVAL FOR LOT LINE ADJUSTMENT NO. 08-310-8 RECORDED AUGUST 11, 2008 AS INSTRUMENT NO. 20080811-00122444-0 AND RERECORDED APRIL 19, 2010 AS INSTRUMENT NO. 20100419-00057738-0, BOTH OF OFFICIAL RECORDS AND BEING PORTIONS OF LOTS 9 AND 13 OF TRACT 5352-1 IN THE CITY OF OXNARD, COUNTY OF VENTURA, STATE OF CALIFORNIA AS SHOWN ON MAP RECORDED IN BOOK 150, PAGES 76 THROUGH 92, INCLUSIVE OF MISCELLANEOUS RECORDS (MAPS) IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 132-0-311-135

PARCEL D:

PARCEL "B" OF CERTIFICATE OF APPROVAL FOR LOT LINE ADJUSTMENT NO. 08-310-13, IN THE CITY OF OXNARD, COUNTY OF VENTURA, STATE OF CALIFORNIA RECORDED MAY 29, 2009 AS INSTRUMENT NO 20090529-00087845-0 OF OFFICIAL RECORDS BEING A PORTION OF EL RIO DRIVE AS DESCRIBED IN THE QUITCLAIM DEED RECORDED OCTOBER 29, 2007 AS INSTRUMENT NO. 20071029-00201173-0 OF OFFICIAL RECORDS.

APN: 132-0-311-085 AND 132-0-311-095

PARCEL E:

LOT 2 OF CERTIFICATE OF APPROVAL FOR LOT LINE ADJUSTMENT NO. 14-310-003 RECORDED DECEMBER 08, 2014 AS INSTRUMENT NO. 20141208-00153552-0 OF OFFICIAL RECORDS, BEING PORTIONS OF LOTS 9, 10, 13, 14, 15 AND MOONLIGHT PARK AVENUE, FORMERLY MOSS LANDING BOULEVARD OF TRACT 5352-1 IN THE CITY OF OXNARD, COUNTY OF VENTURA, STATE OF CALIFORNIA AS SHOWN ON MAP RECORDED IN BOOK 150, PAGES 76 THROUGH 92, INCLUSIVE OF MISCELLANEOUS

RECORDS (MAPS) IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, ALSO BEING A PORTION 193

OF EL RIO DRIVE AND A PORTION OF OXNARD BOULEVARD AS DESCRIBED IN THE QUITCLAIM DEED RECORDED OCTOBER 29, 2007 AS INSTRUMENT NO. 20071029-00201173-0 OF OFFICIAL RECORDS.

EXCEPTING THEREFROM ALL OILS, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, WITHOUT, HOWEVER, THE RIGHT OF SURFACE ENTRY TO A DEPTH OF 500 FEET BELOW THE SURFACE AND SUBSURFACE AS RESERVED IN DEEDS RECORDED JUNE 16, 1954 IN BOOK 1209, PAGE 182; DECEMBER 21, 1954 IN BOOK 1252, PAGE 429; BOOK 4723, PAGE 472 AND DECEMBER 3, 1986 AS INSTRUMENT NOS. 86-175822, 86-175823, 86-175824, 86-175827 AND 86-175828 ALL OF OFFICIAL RECORDS.

APN: ALL OF 132-0-311-015 AND PORTION OF 132-0-311-175

PARCEL F:

NONEXCLUSIVE EASEMENTS FOR INGRESS AND EGRESS AND PARKING PURSUANT TO THAT CERTAIN

OPERATION AND EASEMENT AGREEMENT BY AND BETWEEN TARGET CORPORATION, A MINNESOTA

CORPORATION AND RIVERPARK COLLECTION, LLC, A DELAWARE LIMITED LIABILITY COMPANY DATED JUNE 30, 2010 AND RECORDED ON JULY 02, 2010 AS INSTRUMENT NO. 20100702-00097705-0 OF OFFICIAL RECORDS.
194
060634\11753792v5
Exhibit A-2
EXHIBIT A-2
RIVERPARK POINTE’S PROPERTY
(attached)
195
196
197
060634\11753792v5
Exhibit A-3
EXHIBIT A-3
RIVERPARK LANDING’S PROPERTY
(attached)
198
EXHIBIT A-3
RIVERPARK LANDING’S LEGAL DESCRIPTIONS

LOT 1

Lot 1 of Tract No. 6004, in the City of Oxnard, County of Ventura, State of California, as shown on the map recorded in Book 168, Pages 43 to 51, inclusive, of Miscellaneous Records ( Maps), in the office of the County Recorder, of said County.

LOT 2

Lot 2 of Tract No. 6004, in the City of Oxnard, County of Ventura, State of California, as shown on the map recorded in Book 168, Pages 43 to 51, inclusive, of Miscellaneous Records (Maps), in the office of the County Recorder, of said County.

LOT 3

Lot 3 of Tract No. 6004, in the City of Oxnard, County of Ventura, State of California, as shown on the map recorded in Book 168, Pages 43 to 51, inclusive, of Miscellaneous Records (Maps), in the office of the County Recorder, of said County.

LOT 4

Lot 4 of Tract No. 6004, in the City of Oxnard, County of Ventura, State of California, as shown on the map recorded in Book 168, Pages 43 to 51, inclusive, of Miscellaneous Records (Maps), in the office of the County Recorder, of said County.

LOT 5

Lot 5 of Tract No. 6004, in the City of Oxnard, County of Ventura, State of California, as shown on the map recorded in Book 168, Pages 43 to 51, inclusive, of Miscellaneous Records (Maps), in the office of the County Recorder, of said County.

LOT 6

Lot 6 of Tract No. 6004, in the City of Oxnard, County of Ventura, State of California, as shown on the map recorded in Book 168, Pages 43 to 51, inclusive, of Miscellaneous Records (Maps), in the office of the County Recorder, of said County.

COLLECTIVE

Lots 1 through 6, inclusive, of Tract No. 6004, in the City of Oxnard, County of Ventura, State of California, as shown on the map recorded in Book 168, Pages 43 to 51, inclusive, of Miscellaneous Records (Maps), in the office of the County Recorder, of said County.

199
060634\11753792v5
Exhibit A-4
EXHIBIT A-4
OAKMONT’S PROPERTY
(attached)
200
EXHIBIT A-4

OAKMONT SENIOR LIVING

Lot 4 of Lot Line Adjustment LLA 17- 310-05, in the City of Oxnard, County of Ventura, State of California, recorded May 26, 2017 as Document No. 20170526- 00068773-0 of Official Records, in the office of the County Recorder, of said County.

201
060634\11753792v5
Exhibit A-5
EXHIBIT A-5
SUNFLOWER’S PROPERTY
(attached)
202
203
204
205
206
060634\11753792v5
Exhibit B

EXHIBIT B

LIST OF EXEMPTED OR MODIFIED FEES

UNDER DEVELOPMENT AGREEMENT
(attached)
207
FEE ASSUMPTIONS FOR RESIDENTIAL USE -- USING CITY OF OXNARD FEES HANDOUT DATED SEPT 24, 2018

PLANNING FEES
Traffic Impact Fees - 2018 Fee Handout LOCK 2018
Air Quality Fee -- 2108 Fee Handout LOCK 2018
Sewer Treatment Fee -- 2018 Fee Handout
LOCK 2018 &
CREDIT
Water System Connection Fee LOCK 2018
Storm Drainage Fees WAIVED
Growth Development Fee
LOCK 2018 &
CREDIT
Parks Acquisition & Development Tax WAIVED
General Plan Maintenance Fee LOCK 2018

OTHER PLANNING FEES
Undergrounding of Utility Lines N/A
Quimby WAIVED
Public Art Program CREDIT DA Approval - Collection provided over $2 million in public art Affordable Housing Fees Including Affordable Units in Project otherwise $7,735 per unit Mobility Fee CREDIT
Rio School District Fees (letter on file at City)
Oxnard Union High School Fee 1.42$
Pursuant to School Facilities Mitigation Agreement Between The Rio School District, Riverpark A, LLC and Riverpark B, LLC (10/15/2002) -- RENTABLE SF
DA Amendment No 5, Section 3 (ii) Exempt through end of DA term DA Section 9.0 - Exempt through end of DA term
DA Amendment No 5, Section 3 (ii) Exempt through end of DA term DA Section 7.0 - Exempt through end of DA term
P. 29 Air Quality 2018 from City of Oxnard.

P. 30 0.24% of Building permit valuation.

P. 29 Lines are already underground.

P. 27 $4745 per unit p. 26 Oxnard City fees
DA Section 6.0 - Exempt through end of DA term
DA Section 5.5 - Exempt through end of DA term
DA Section 5.4 - Exempt through end of DA term
P. 24 Based on meter size
H:\Development\LA-Ventura\Projects\Riverpark\Apartments\permits and fees\FEE WORKSHEET FOR USE AS EXHIBIT TO 5TH AMEND v7 208
FEE ASSUMPTIONS FOR RESIDENTIAL USE -- USING CITY OF OXNARD FEES HANDOUT DATED SEPT 24, 2018

P. 30 0.24% of Building permit valuation.

P. 29 Lines are already underground.

P. 27 $4745 per unit p. 26 Oxnard City fees
DA Section 6.0 - Exempt through end of DA term
DA Section 5.5 - Exempt through end of DA term
DA Section 5.4 - Exempt through end of DA term
P. 24 Based on meter size
Pursuant to School Facilities Mitigation Agreement Between The Rio School District, Riverpark A, LLC and Riverpark B, LLC (10/15/2002) -- RENTABLE SF
DA Amendment No 5, Section 3 (ii) Exempt through end of DA term DA Section 9.0 - Exempt through end of DA term
DA Amendment No 5, Section 3 (ii) Exempt through end of DA term DA Section 7.0 - Exempt through end of DA term
H:\Development\LA-Ventura\Projects\Riverpark\Apartments\permits and fees\FEE WORKSHEET FOR USE AS EXHIBIT TO 5TH AMEND v7 209

CITY COUNCIL OF THE CITY OF OXNARD
ORDINANCE NO. 3011

A ORDINANCE OF THE CITY COUNCIL OF THE CITY OF OXNARD

APPROVING THE SECOND AMENDMENT TO DEVELOPMENT
AGREEMENT NO. 7113 (PLANNING AND ZONING PERMIT NO. 20-670- 03) AND CERTIFYING ADDENDUM NO. 15 TO FINAL ENVIRONMENTAL IMPACT REPORT NO. 00-03 FOR THE RIVERPARK SPECIFIC PLAN. THE

PROJECT SITE IS LOCATED AT
2700 AND 2750 NORTH VENTURA ROAD
(APN 132-0-100-095 & 132-0-100-085) . FILED BY JONATHAN K.

CORNELIUS OF FORE PROPERTY, 1004 SANTA BARBARA STREET,
SANTA BARBARA , CA 93101.

WHEREAS, on September 10, 2002 the City Council approved the entitlements for The RiverPark Specific Plan to guide future development on the 702-acre project site; and WHEREAS, On November 18, 2008, the City Council adopted Ordinance No. 2787, approving Planning and Zoning Permit No. 08-670-03 (Development Agreement No. A-7113) between the owners of the Project site and the City of Oxnard; and WHEREAS, On November 9, 2010, the City Council adopted the first Development Agreement Amendment which maintained development fees at certain levels for an extended period of time, based on market conditions at the time; and
WHEREAS, in July 2002 the City Council certified Final Environmental Impact Report (FEIR) No. 2000-03 (State Clearinghouse No. 2000051046) and adopted a Statement of Overriding Considerations. The FEIR was prepared to analyze potential impacts associated with the approval and the implementation of The RiverPark Specific Plan and the anticipated build out of the 702-acre specific plan site. The FEIR No. 00-03 found four areas of significant impacts (Earth Resources- Mineral Resources, Water Quality, Agricultural Resources, and Cultural Resources-Historical Resources); and
WHEREAS, an EIR Addendum was prepared to summarize the site specific technical clarifications with respect to the following impact analysis areas associated with the proposed SPA and Development Agreement Amendment (DAA) Land Use, Aesthetic, Earth Resources, Biological Resources, Water Resources, Transportation and Circulation, Agricultural Resources, Air Quality, Noise, Public Schools, Fire Protection, Police Protection, Parks and Recreation, Solid Waste Management, Library Services, Stormwater Drainage, Water Supply and Distribution, Wastewater Service, Entergy, Cultural Resources, Hazards, Wildfire, and Tribal Cultural Resources. The EIR Addendum concluded that no additional significant impacts were identified in Addendum No. 15 prepared for this Project, nor would the Project substantially increase the severity of previously anticipated significant impacts. No additional mitigation measures are required; and WHEREAS, the Planning Commission of the City of Oxnard (“ Planning Commission ”) has considered an application for Planning and Zoning Permit No. 20-670-03 ( “Project”), a second amendment to Development Agreement No. A-7113 (Development Agreement) between the CITY OF OXNARD, a municipal corporation of the State of California (the “City”) and OXNARD COASTAL INVESTMENTS, LLC, a California limited liability company and VENTURA LAND 210
Ordinance No. 3011
Fore Property Development Agreement Amendment No. 2 (PZ 20-670-03) City Council Hearing Date: April 5, 2022

Page 2 of 6 ends

DEVELOPMENT COMPANY, LLC, a California limited liability company (collectively referred to “Applicant” or “Developer” in the record of proceedings) for the development of the Fore Property; and
WHEREAS, the Second Development Agreement Amendment (DAA) shall allow for a time extension, impact fee modifications, define future affordable housing requirements, and off-site maintenance requirements. The proposed changes are set forth in Exhibit A to this Ordinance; and WHEREAS, on December 16, 2021, the Planning Commission of the City of Oxnard (“Planning Commission ”) conducted a duly noticed public hearing where written and oral comments were received and reviewed to consider an application for a Development Agreement Amendment (PZ 20-670-03) in accordance with Section 16-575 of the Oxnard City Code; and WHEREAS, the Planning Commission, after due study, deliberation and a duly noticed public hearing on December 16, 2021, and after it received and reviewed written and oral comments, presented by staff and the Applicant with a series of questions, found that the project meets the criteria set out in California Government Code 65864 through 65869.5; and WHEREAS, pursuant to CEQA Guidelines §15164, the Commission considered Addendum No. 15 with FEIR No. 00-03 and all subsequent addendums prior to making recommendations on the Project; and
WHEREAS, the Planning Commission adopted Resolution 2021-50 recommending that the City Council approve Planning & Zoning Permit No. 20-670-03 (Development Agreement Amendment) with the requirement that the property owner enter into a Project Labor Agreement before the development of the Fore Property proceeds; and WHEREAS, on March 15, 2022, the City Council of the City of Oxnard conducted a duly noticed public hearing to consider the request to approve Planning and Zoning Permit No. 20-670- 03 (Development Agreement Amendment), both as originally negotiated with the Applicant and as recommended by the Planning Commission in accordance with the OCC; and WHEREAS, the City Council received written and verbal comments from the public; and WHEREAS, pursuant to CEQA Guidelines §15164, the City Council considered Addendum No. 15 with FEIR No. 00-03 and all subsequent addendums prior to making recommendations on the Project; and
WHEREAS, in accordance with Section 15164 of the California Code of Regulations, the City Council has determined that minor changes are proposed to the project for which an FEIR was previously certified; and that an Addendum is the appropriate environmental document to evaluate the minor changes in the Project, and has prepared an Addendum thereto because the proposed changes to the original Specific Plan and DA would not result in any new additional significant impacts, nor would they substantially increase the severity of previously anticipated significant impacts. The City Council has determined that there is no substantial evidence that the Project 211
Ordinance No. 3011
Fore Property Development Agreement Amendment No. 2 (PZ 20-670-03) City Council Hearing Date: April 5, 2022

Page 3 of 6 ends

would result in new or substantially more severe impacts than those identified in FEIR No. 00-03.

Rather, all of the impacts associated with the Project are within the envelope of impacts addressed in the Certified FEIR and do not constitute a new or substantially increased significant impact.

1. As outlined in Section 6(b) and Attachment E of the Planning Commission Staff report dated December 16, 2021, the proposed Development Agreement Amendment is in conformance with the 2030 General Plan and other adopted policies of the City of Oxnard;

2. As outlined in Section 6(d) of the Planning Commission Staff report dated December 16, 2021, the proposed Development Agreement Amendment is a logical refinement and internally consistent with the adopted Fore Development Agreement; and

4. As outlined in Section 6(c - d) of the Planning Commission Staff report dated December 16, 2021, the proposed Development Agreement in association with the RiverPark Specific Plan Amendment conforms to adopted City standards and constitutes good City planning.

WHEREAS, the Applicant agrees that at its own expense, to indemnify and defend the City of Oxnard and its agents, officers and employees from and against any claims, actions or proceedings to attack, set aside, void or annul the approval of this Ordinance or any actions or proceedings, acts or determinations taken, done or made before the approval of this Ordinance that were part of the approval process.

NOW, THEREFORE, the City Council of the City of Oxnard does ordain as follows:

SECTION 1. The Recitals above are true and correct and incorporated herein by this reference.

SECTION 2. The City Council finds that the Fore Property Development Agreement 212
Ordinance No. 3011
Fore Property Development Agreement Amendment No. 2 (PZ 20-670-03) City Council Hearing Date: April 5, 2022

Page 4 of 6 ends

Amendment is internally consistent with all other provisions of the City of Oxnard 2030 General Plan.

SECTION 3. The City Council finds that the Fore Property Development Agreement Amendment will not be detrimental to the public interest, health, safety, convenience, or welfare of the City.

SECTION 4. The City Council finds that the project site associated with the Fore Property Development Agreement Amendment is physically suitable in terms of design, location, operating characteristics, shape, size, topography, and the provision of public and emergency vehicle access, and public services and utilities and is served by highways and streets adequate in width and improvement to carry the kind and quantity of traffic the proposed use would likely generate, to ensure that the proposed use(s) and/or development will not endanger, jeopardize, or otherwise constitute a hazard to the property or improvements in the vicinity in which the property is located.

SECTION 5. The City Council determines that the development that would be authorized for the project site by the proposed Fore Property Development Agreement Amendment is the best use for the subject project site.

SECTION 6. The City Council determines that the Fore Property Development Agreement Amendment is in the best interests and welfare of the City and its residents.

SECTION 7. In approving this ordinance for the Fore Property Development Agreement, the City Council finds and determines the project is in compliance with the California Environmental Quality Act because Addendum No. 15 to FEIR No. 00-03, and Subsequent Addendums was considered by the City Council at the public hearing for the RiverPark Specific Plan Amendment and Development Agreement Amendment. The Addendum to the FEIR No. 00-03 was prepared pursuant to the requirements of the California Environmental Quality Act (CEQA, Public resources Code §§ 21000, et seq.), the regulations promulgated thereunder (14 California Code of Regulations, §15000, et seq., CEQA Guidelines), and the City’s Environmental Review Guidelines. The City of Oxnard is the Lead Agency. The Addendum is appropriate pursuant to CEQA Guidelines § 15164 since only minor changes and additions to the MND are necessary to address the Project changes and no circumstances exist calling for the preparation of a subsequent environmental impact report pursuant to CEQA Guidelines § 15162 and 15163. With implementation of the FEIR No. 00-03 mitigation measures, there is no substantial evidence that the proposed project will have a significant effect upon the environment.

SECTION 8. Based on the findings set forth herein, the City Council approves Planning and Zoning Permit No. 20-670-03 (Amendment No. 2 to Development Agreement No. A - 7113) to amend the Development Agreement pursuant to Exhibit A, without the recommended action of the Planning Commission, hereto attached.

SECTION 9. Planning and Zoning Permit No. 20-670-03 (Amendment No. 2 to Development Agreement No. A - 7113) is approved to amend the Development Agreement pursuant to Exhibit A, without the recommended action of the Planning Commission, hereto 213
Ordinance No. 3011
Fore Property Development Agreement Amendment No. 2 (PZ 20-670-03) City Council Hearing Date: April 5, 2022

Page 5 of 6 ends

attached.

SECTION 10. Pursuant to Government Code Section 65863.5, the City Clerk shall mail a copy of this ordinance to the Assessor of Ventura County within thirty (30) days from the adoption of this ordinance; and
SECTION 11. Pursuant to Government Code Section 36933(c)(1), the City Attorney was designated to prepare, and the City Clerk published, a summary of this Ordinance, and a certified copy the Ordinance was posted in the Office of the City Clerk a minimum of five days before the City Council’s adoption of the Ordinance.

SECTION 12. The City Clerk shall certify as to the adoption of this Ordinance and shall cause the summary thereof to be published within fifteen (15) days of the adoption and shall post a certified copy of this ordinance, including the vote for and against the same, in the office of the City Clerk, in accordance with Government Code Section 36933. Ordinance No. 3011 was first read on March 15, 2022, and finally adopted on April 5, 2022 to become effective thirty days thereafter.

PASSED and ADOPTED this 5th day of April, 2022 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

RECUSED:

ATTEST:
______________________________ ________________________________ Rose Chaparro, City Clerk John C. Zaragoza, Mayor APPROVED AS TO FORM:
___________________________________
Stephen M. Fischer, City Attorney
214
Ordinance No. 3011
Fore Property Development Agreement Amendment No. 2 (PZ 20-670-03) City Council Hearing Date: April 5, 2022

Page 6 of 6 ends

EXHIBIT A

SECOND DEVELOPMENT AGREEMENT TEXT
215

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Oxnard
305 West Third Street
Oxnard, California 93030
Attn: City Clerk
SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE

SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
THIS SECOND AMENDMENT TO DEVELOPMENT AGREEMENT (the “Second Amendment”) is made in Ventura County, California as of ___________________, 202__, by and between the CITY OF OXNARD, a municipal corporation of the State of California (the “City”) and OXNARD COASTAL INVESTMENTS, LLC , a California limited liability company and VENTURA LAND DEVELOPMENT COMPANY, LLC , a California limited liability company (collectively, “Developer”).

RECITALS
A. Developer is the successor in interest to the owner of that certain real property located in the City and more particularly described in Exhibit 1 attached hereto (“Property”). The Property is located within the boundaries of the City’s RiverPark Specific Plan.

B. The City and the prior owner of the Property entered into that certain Development Agreement dated as of November 18, 2008, and which was recorded against the Property on December 1, 2008, as Instrument No. 20081201-00172496-0 in the Ventura County Recorder’s Office and re- recorded against the Property on December 17, 2008, as Instrument No. 20081217-00180417-0 in the Ventura County Recorder’s Office (the “Original Development Agreement”), as amended by that certain First Amendment to Development Agreement dated as of November 9, 2010, and recorded against the Property on January 6, 2011, as Instrument No. 20110106-00003776-0 in the Ventura County Recorder’s Office (the “First Amendment to Development Agreement”). The Original Development Agreement as amended by the First Amendment to Development Agreement, together with any extensions or amendments approved administratively, are referred to herein collectively as the “Development Agreement.”
C. As of the date of this Second Amendment, Developer is in full compliance with the terms, conditions, and obligations of the Development Agreement, as amended. 216
2 D. The City has recently adopted updated development impact fees (the “2020 Development Impact Fees”) related to the installation of public infrastructure to accommodate future development planned to occur in the City. The bulk of the development within the RiverPark Specific Plan Area has already occurred. In conjunction with such development, the public infrastructure associated with and necessary for the development of the RiverPark Specific Plan has already been constructed.

E. Developer and the City intend hereby to amend the Development Agreement to establish a mechanism for the payment of certain 2020 Development Impact Fees that are to be applied within the RiverPark Specific Plan area as described below.

F. Developer and the City each desire to obtain the agreement of one another to the provisions of the Development Agreement, as amended by this Second Amendment.

G. On December 16, 2021, the Planning Commission held a duly noticed public hearing wherein the Planning Commission reviewed this Second Amendment.

H. On March 15, 2022, the City Council held a duly noticed public hearing on this Second Amendment in accordance with Government Code Section 65868.

I. The City Council has given notice of its intention to consider this Second Amendment, has conducted public hearings thereon pursuant to the relevant portions of the Government Code, and has found that the provisions of this Second Amendment are consistent with the City’s General Plan, City zoning ordinances, and the RiverPark Specific Plan, as amended. The City Council has also specifically considered the impacts and benefits of this Second Amendment upon the welfare of the residents of the City and the surrounding region. The City Council has determined that this Second Amendment is beneficial to the residents of the City and is consistent with the present public health, safety, and welfare needs of the residents of the City and the surrounding region.

J. The City has determined that the actions to be taken pursuant to this Second Amendment will not result in environmental impacts which are new or substantially changed from those already analyzed and addressed in the RiverPark FEIR and subsequent addenda, and, therefore has determined that none of the elements set forth in Public Resources Code Section 21166 or Section 15162 of the CEQA Guidelines exists and therefore has determined, in accordance Public Resources Code Section 21166 and Section 15162 of the CEQA Guidelines, that no subsequent or supplemental Environmental Impact Report, Negative Declaration or Mitigated Negative Declaration is required to be prepared prior to adopting the Ordinance approving this Second Amendment.

NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby incorporated into the operative provisions of this Second Amendment by this reference and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the City and Developer agree as follows:
217
3 Section 1. Extension of the Term of the Development Agreement .

The term of the Development Agreement, and in particular Section 2 of the Original Development Agreement, is hereby amended to extend such term through and including July 1, 2028.

Therefore, the first sentence of Section 2 of the Original Development Agreement is hereby amended and replaced as follows: “This Agreement shall become operative and commence upon the Effective Date and shall remain in effect through and including July 1, 2028, unless the term is modified by mutual written consent of the City and the Developer.”
Section 2. Application of 2020 Development Impact Fees and Credits Thereon .

In light of the public infrastructure already constructed in conjunction with development on the Project, the City agrees that through July 1, 2028, the maximum amount of any traffic impact fees assessed shall be limited to the rate in effect immediately prior to the City’s adoption of the 2020 Development Impact Fees, which are reflected on the City’s fee chart dated as of September 24, 2018.

The City further agrees that the 2020 Development Impact Fees related to the Park Development Fee shall not apply to the Project.

In lieu of the 2020 Development Impact Fees related to the Mobility Fee, the RiverPark Commercial Area Developers shall pay an alternative Mobility Fee based on the project density. Based on the average density of the added residential units of 1.71 persons per residential unit, the alternative Mobility Fee for the Multi-Family residential would be $1,347.05 per unit. Credits for the reasonable cost of design, engineering, land and construction costs of the public bicycle and pedestrian facilities constructed as part of the buildout of the RiverPark Specific Plan area, not otherwise used to offset mobility fees or other required fees which have already been credited, shall be granted for the alternative Mobility Fee on a first-come, first-served basis among all developers in the RiverPark Specific Plan area. Under no circumstances shall Developer be entitled to a refund of the fee credits or a transfer to a third party (i.e., an entity that does not qualify as Developer or permitted assignee under this Agreement) of the fee credits obtained pursuant to this Section. Developer is not guaranteed that any credits will still be available at the time of the imposition of any fees. Developer shall provide all funding necessary for a mutually agreed upon third party consultant to verify all costs used to obtain fee credits.

The City acknowledges that, as specified in the RiverPark Specific Plan, the Project includes public recreation and open space areas, including parks, trails and other open spaces (collectively, the “Public Recreation Areas”). The City acknowledges that the value of such Public Recreation Areas exceed the Quimby Fees under Government Code Section 66477 and that the City would otherwise be entitled to impose on the Project and that no Quimby Fees or other park-related fees shall be due from Developer in connection with any portion of the Project. This waiver of payment of current and future City Quimby Fees and park-related fees shall remain in effect for the term of this Agreement, including any extensions thereof, or until the initial buildout of the Project occurs, whichever term is longer.

In lieu of the 2020 Development Impact Fees related to the Growth Requirement Capital Fee (aka Growth Development Fee), Developer shall pay an alternative Growth Requirement Capital Fee based on the project density. Based on the average density of the added residential units of 1.65 persons per residential unit, the Growth Requirement Capital Fee for the Multi- 218
4 Family residential would be $2,290 per unit, in full satisfaction of the City’s growth development requirements and Resolution Numbers 10,275, 10,996 and 12,975.

Further, the City acknowledges that Developer shall have the option of either: (i) paying a public art fee in the amount of $0.28 per square foot of the roofed area per building, or (ii) providing art onsite equal in value to the public art fee amount set forth in clause (i) above, in full satisfaction of the City’s public art requirements and City Council Resolution 14,124. Developer shall maintain public art installations on the Property in perpetuity, if installed.

Further, Section 6 of the Development Agreement shall be deleted in its entirety and replaced with the following:
“6. Project’s Payment of Development Impact and Capital Fees . Except as modified by this Second Amendment, Developer shall pay all development impact and capital fees applicable to the Project at such time and in such manner as is provided in the Development Fees document from the City with an effective date of September 24, 2018. Such existing fees shall be fixed for the term of this Second Amendment. The Existing Fees shall consist of those development impact and capital fees in existence as of September 24, 2018, including but not limited to Sewer Connection Fees, Water System Connection Fes, Water Service and Meter Charges, Storm Drain Fees, Traffic Impact Fees, Undergrounding of Overhead Utility Lines, and Air Quality Impact Fees.

The Existing Fees shall only include such fees that are retained by the City and not paid to another governmental agency, and that offset or reimburse the City for the increased impacts on the City’s public improvements due to development. Any increase in any fee applicable to such Project shall only be applicable to the Project to the extent that any such fee increase is applied consistently and proportionately in accordance with applicable law.”
Section 3. Future Affordable Housing .

The City’s Affordable Housing Ordinance (Ordinance 2980) requires that residential projects containing more than ten (10) units shall provide ten percent (10%) of the total number of units as affordable units, with half being affordable to persons of lower income and half being affordable to persons of very low income; however, the City’s Affordable Housing Ordinance does not apply to new housing projects located in areas subject to a specific plan adopted by the City that requires such projects to provide as many or more affordable units for lower and very low income persons and families as the City’s Affordable Housing Ordinance. The City and Developer have agreed to an alternative affordable housing program for the Property subject to this Second Amendment. In lieu of the ten percent (10%) requirement under the City’s Affordable Housing Ordinance stated above, all new residential projects developed on the Property after the date of this Second Amendment containing ten or more dwelling units to be offered for rent shall include a number of dwelling units equal to not less than fifteen percent (15%) of the total number of dwelling units in the project offered for rent at the following levels: five percent (5%) shall be rented at an affordable rent to persons and families of very-low income, five percent (5%) shall be rented at an affordable rent to persons and families of lower income, and five percent (5%) shall be rented at an affordable rent to persons and families of 219
5 moderate income, as defined in California Health and Safety Code Sections 50105, 50079.5, 50093, respectively. Upon certificate of occupancy of the for-rent Affordable Housing Units for Very Low, Low and Moderate Income Households each such units shall be rented at rents that are Affordable to Very Low, Low, or Moderate Income Households for a period of fifty-five (55) years. Such units shall otherwise comply with the requirements in the City’s Affordable Housing Ordinance. For Moderate Income units, however, the maximum affordable rent shall be calculated as defined in Health and Safety Code 50053(b)(5).

Section 4. Expiration of Town Center Development Agreement .

The City and Developer acknowledge the existence of a "Development Agreement/Oxnard Town Center Project" ("Town Center Development Agreement"), which was entered into between the City and Warmington-Semler Partners, and recorded on October 2, 1986 as Instrument No. 86-137015 in the Ventura County Recorder’s Office. The Town Center Development Agreement is an encumbrance against the Property. The City acknowledges and agrees that the Town Center Development Agreement has expired by its terms and is no longer in force and effect. Further, the City acknowledges and agrees that the Town Center Development Agreement has been superseded and replaced by the Development Agreement. The City agrees to take appropriate steps to release the Town Center Development Agreement from the Property.

Section 5. Maintenance Agreement for Access Road with Caltrans .

Developer agrees to enter into a maintenance agreement for the access drive and road located just north of the US 101 (Ventura Freeway) and to the East of Ventura Boulevard (“Access Road”) with the City (the “Maintenance Agreement”). The Maintenance Agreement will be entered into after Developer or its assignee secures entitlements for that certain project known as “Fore Riverpark” that is currently pending before the City.

Section 6. Miscellaneous Provisions.
(a) Entire Agreement. Except for the Development Agreement, which this Second Amendment amends, this Second Amendment represents the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written, between the parties with respect to the matters contained in this Second Amendment. (b) Section Headings. The section headings contained in this Second Amendment are for convenience and identification only and shall not be deemed to limit or define the contents to which they relate.
(c) Counterparts. This Second Amendment and any modifications hereto may be executed in any number of counterparts with the same force and effect as if executed in the form of a single document.
(d) Waiver. No waiver of any provision of this Second Amendment shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought.
220
6 (e) Severability. If any term, covenant, condition or provision of this Second Amendment, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction or rendered by the adoption of a statute by the State of California or the United States invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Second Amendment, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby; provided that the invalidity or unenforceability of such provision does not adversely affect the benefits accruing to, or the obligations imposed upon, any party hereunder.
(f) No Reliance on Other Parties. All parties to this Second Amendment declare that, prior to the execution of this Second Amendment, they have informed themselves of sufficient relevant data, either through experts or other sources of their own selection, and have sought and obtained legal counsel, in order that they might intelligently exercise their own judgment in evaluating the contents of this Second Amendment and making the decision to execute it. The parties hereto each represent and acknowledge that in executing this Second Amendment, they do not rely and have not relied upon any representation or statement not set forth herein made by any other party to this Second Amendment or their respective legal counsel with regard to the subject matter, basis or effect of this Second Amendment.
(g) Construction. The provisions of this Second Amendment shall be liberally construed to effectuate its purpose. The language of this Second Amendment shall be construed according to its plain meaning and shall not be construed for or against any party, as each party has participated in the drafting of this Second Amendment and has had its legal counsel review it. Whenever the context and construction so require, all words used in the singular shall be deemed to be used in the plural and vice versa.
(h) Successors and Assigns. This Second Amendment shall be binding on and shall inure to the benefit of the parties and their respective legal representatives, successors and assigns. (i) Governing Law. The validity and interpretation of this Second Amendment shall be governed by the laws of the State of California without giving effect to the principles of conflict of laws.
(j) Authorizations. Each party certifies and warrants that all individuals executing this Second Amendment and other related documents on its behalf have the capacity and have been duly authorized to do so. Each party shall also indemnify the other parties to this Second Amendment and hold them harmless from any and all damages, costs, attorneys’ fees, and other expenses, if a signatory is not so authorized.
(k) Effective Date. After this Second Amendment has been signed by authorized representatives of each of the parties hereto, this Second Amendment shall become effective on the date on which the ordinance approving this Second Amendment becomes operative under Government Code Section 36937.
221
7 (l) Definitions. All terms not specifically defined in this Second Amendment shall have the meanings ascribed to them in the Development Agreement. (m) Impact of Second Amendment on Development Agreement. Unless otherwise specifically amended by this Second Amendment, all provisions of the Development Agreement, as previously amended, shall remain in full force.
(n) Intentionally Omitted.
(o) Recordation of this Second Amendment. Pursuant to Government Code Section 65868.5, the City Clerk shall record a copy of this Second Amendment with the Ventura County Recorder’s Office within ten (10) days after the mutual execution of this Second Amendment.

Section 7. Section 23 is added the Development Agreement to read as follows:
“23. Selection of Local Subcontractors
In order to promote and maximize the employment of City of Oxnard and Ventura County residents on the Project, Owner, to the extent allowed by law, commits to make a good faith effort to achieve a goal of at least 35% of subcontractors performing Project work be primarily located in Ventura County.” IN WITNESS WHEREOF, the parties to this Second Amendment have each executed this Second Amendment as of the date first written above.
[Signatures on following pages]
222
8 THE CITY:

CITY OF OXNARD, a public body,
corporate and politic
Date:________________________ By:_________________________________ _____________________________,
Mayor
ATTEST:

By:______________________________
___________
City Clerk
APPROVED AS TO FORM:

By:______________________________
Stephen Fischer
City Attorney
[Signatures continue on next page]
223
9 DEVELOPER:

OXNARD COASTAL INVESTMENTS, LLC,
a California limited liability company
By: ______________________________
Name: ______________________________
Title: _______________________________

VENTURA LAND DEVELOPMENT COMPANY,
a California limited liability company
By: ______________________________
Name: ______________________________
Title: _______________________________
224
Notary

STATE OF CALIFORNIA )
) ss:

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _______________________________________
[Seal]
A notary public or other officer
completing this certificate verifies only the
identity of the individual who signed the
document to which this certificate is
attached, and not the truthfulness, accuracy,
or validity of that document.
225
2 STATE OF CALIFORNIA )
) ss:

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _______________________________________
[Seal]
A notary public or other officer
completing this certificate verifies only the
identity of the individual who signed the
document to which this certificate is
attached, and not the truthfulness, accuracy,
or validity of that document.
226
3 STATE OF CALIFORNIA )
) ss:

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _______________________________________
[Seal]
A notary public or other officer
completing this certificate verifies only the
identity of the individual who signed the
document to which this certificate is
attached, and not the truthfulness, accuracy,
or validity of that document.
227
Exhibit 1
EXHIBIT 1

THE PROPERTY
All that certain real property situated in the County of Ventura, State of California, described as follows:

LOTS 8 AND 9 OF TRACT NO. 4334, IN THE CITY OF OXNARD, COUNTY OF VENTURA, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 114, PAGES 62 TO 66 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL OIL, GAS,

OTHER HYDROCARBON SUBSTANCES AND MINERALS IN AND UNDER THE PROPERTY HEREIN

DESCRIBED, WITHOUT, HOWEVER, THE RIGHT TO ENTER UPON THE SURFACE THEREOF OR WITHIN OR WITHIN 500 FEET BENEATH THE SURFACE THEREOF AS RESERVED IN THE DEED

RECORDED IN
BOOK 4723, PAGE 472 OF OFFICIAL RECORDS.

ALSO EXCEPTING THEREFROM THE REMAINDER OF ALL THE OIL, GAS, OTHER HYDROCARBON

SUBSTANCES AND MINERALS IN AND UNDER SAID PROPERTY, WITHOUT, HOWEVER THE RIGHT TO ENTER ON THE SURFACE THEREOF OR WITHIN 500 FEET BENEATH THE SURFACE THEREOF AS RESERVED IN THE DEEDS RECORDED DECEMBER 3, 1986 AS INSTRUMENT NO. 86-
175822 THROUGH 86-175828, OF OFFICIAL RECORDS.

Assessor’s Parcel Number: 132-0-100-085 & 132-0-100-095 228

CITY COUNCIL AGENDA REPORT

INFORMATION/CONSENT AGENDA
AGENDA ITEM NO. K.5

DATE: April 5, 2022

TO: City Council

FROM: Terrel Harrison, Cultural & Community Services Director, (805) 385-7994, [email protected]

SUBJECT: Amendment to Resolution Authorizing Full-Time Equivalent Positions.

RECOMMENDATION

That the City Council adopt a resolution to amend Resolution 15,470 Authorizing Full-Time Equivalent Positions Pursuant to Chapter 4 of the City Personnel Rules and Regulations to include the positions approved under the First Amendment to the Agreement with the Oxnard School District (OSD) for the operations of the Oxnard After School Education and Safety (ASES) Grant (A-8318).

BACKGROUND

At the City Council Meeting on February 15, 2022 (item N.1), the Council approved (7-0) the First Amendment to agreement A-8318 with the Oxnard School District (OSD) for the operations of the Oxnard After School Education and Safety (ASES) Grant. This amendment extended the agreement expiration date by one year to June 30, 2023 and increased the amount the City receives from OSD by $5,030,000 for a total agreement value of $7,780,000.

The increase in funding included an increase to the necessary full-time staffing levels beginning FY 2021-22 from:
one (1) Recreation Coordinator and
three (3) Recreation Leader III positions
to consist of the following full-time staff positions:
one (1) Recreation Supervisor,
three (3) Recreation Coordinators, and
twenty (20) Recreation Leader III’s.

Although Council approved the First Amendment to A-8318, on February 15, 2022 the implementing resolution was not attached to that Council report. Therefore, staff is returning to Council with an amendment to Resolution 15,470 to create the additional positions that are part of the First Amendment to A-8318. Upon approval of this resolution, the recruitment and hiring process can begin.

STRATEGIC PRIORITIES

This agenda item is a routine operational item or does not relate to the five strategic priorities adopted by City Council on March 16, 2021.

FINANCIAL IMPACT
229

This resolution has no financial impact in and of itself. The financial impact of the amended ASES grant was presented to City Council on February 15, 2022: "Amendment to an Agreement with the Oxnard School District (A-8318) for the Operations of the After School Education and Safety Grant (ASES)".

COMMITTEE OUTCOME

This item did not originate in Committee.

Prepared by: Julie Estrada, Recreation Coordinator

ATTACHMENTS

1. Amend Position Resolution 15470 - CCS-Recreation-Afterschool FY22 230

CITYCOUNCILOFTHECITY OF OXNARD
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OXNARD AMENDINGRESOLUTION NO. 15,470 AUTHORIZING FULL-TIME EQUIVALENT POSITIONSPURSUANT TO CHAPTER 4 OF THE CITY PERSONNEL RULES AND REGULATIONS WHEREAS. Chapter 4, Section 4.7 of theCityof OxnardPersonnel Rules and Regulations providesthat the City Manager from time to time may revise the number of positions in each classification as necessaryto perform the work of the classification, provided that the total expense to be incurred for such work shall belimited to the amount appropriated by the City Council for the classification: and WHEREAS, the City Council has reviewed the revisions and finds that they are desirable and in theinterest of maintaining an efficient municipal organization.

NOW,THEREFORE.theCityCouncilof the City of Oxnardresolves to amend ResolutionNo.15,470 with the following changes to the adoptedFY21/22position allocations asspecified,subjecttoapproval of a budget appropriation for the revised allocation:

Department Title
Adopted21/22
ProposedChange
NewAllocationCultural &CommunityServices Recreation Supervisor 4 1 5Recreation/Human Serv Coord 14 2 16Recreation/Human Serv LDR III 28.75 17 45.75 GRAND TOTAL 46.75 20 66.75
PASSED AND ADOPTED this 5th day of April2022, bythe following vote:

YES:

NOES:

ABSENT:

ABSTAIN:

John C. Zaragoza, Mayor
ATTEST:

Rose Chaparro, City Clerk
APPROVED AS TO FORM:

Stephen M. Fischer, City Attorney
231

CITY COUNCIL AGENDA REPORT

PUBLIC HEARINGS
AGENDA ITEM NO. L.1

DATE: April 5, 2022

TO: City Council

FROM: Emilio Ramirez, Housing Director, (805) 385-8094, [email protected]

SUBJECT: Public Hearing for Issuance of Exempt Facility Bonds for the Homeless Solutions Center. (0/10/10)

RECOMMENDATION

That the City Council:

1. Hold a public hearing regarding the issuance by the California Statewide Communities Development Authority ("CSCDA") of up to $32,000,000 of exempt facility bonds for a qualified residential rental project pursuant to Section 142(a)(7) of the Internal Revenue Code of 1986 to finance the acquisition, rehabilitation and development of a multi- family rental housing projected located at 241 West Second Street, Oxnard, California (the “Project”); and

2. Adopt a resolution approving the issuance of bonds by CSCDA for the benefit of Community Development Partners in the development of the Homeless Solutions Center, such adoption for the purposes of satisfying the requirements of the Tax Equity Fiscal Responsibility Act, the Code and California Government Code Section 6500.

Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/_VGCnWVNyvs

BACKGROUND

The 2nd and B L.P., or a partnership of which Community Development Partners (the “Developer”) or a related person to the Developer is the general partner, is presenting an application to the California Statewide Communities Development Authority (CSCDA) for a bond issuance to finance the acquisition, rehabilitation, and development of a project at 241 West Second Street, Oxnard (“the Project”). The Developer has requested that the CSCDA serve as the municipal issuer of the Bonds in an aggregate principal amount not to exceed $32,000,000 of Exempt Facility bonds for a qualified residential rental project pursuant to Section 142(a)(7) of the Internal Revenue Code of 1986.

DISCUSSION
In order for all or a portion of the Bonds to qualify as tax-exempt bonds, the City of Oxnard must conduct a public hearing under the Tax Equity Fiscal Responsibility Act (the “TEFRA Hearing”) providing members of the community an opportunity to speak in favor of or against the use of tax-exempt bonds for the financing of the Project. Prior to the TEFRA Hearing, reasonable notice must be provided to the members of the community. Following the close of the TEFRA Hearing, an “applicable elected representative” of the governmental unit hosting the Project must provide its approval of the issuance of the Bonds for the financing of the Project.

The California Statewide Communities Development Authority (CSCDA) was created in 1988 pursuant to California's Joint Exercise of Powers Act to provide California's local governments with an effective tool for the timely financing of community-based public benefit projects. Currently, more than 500 cities, counties and special districts have become Program Participants to CSCDA, which serves as their conduit issuer and provides access to an efficient mechanism to 232
finance locally-approved projects.

Outside of holding the TEFRA hearing and adopting the required resolution, no other participation or activity of the City or the City Council with respect to the issuance of the Bonds will be required.

The bond financing will permit the Developer to acquire, construct, and develop a multi-family housing project consisting of fifty-five permanent supportive housing units plus one unrestricted manager’s unit, a congregate shelter of up to 110 beds and office space for leasing and supportive services, which are to be occupied by low and extremely-low income individuals.

Inasmuch as the property currently has no housing units, the Developer advises that no existing tenant families will be displaced as a consequence of the issuance of the Bonds.

STRATEGIC PRIORITIES

This agenda item is presented under the City Council Strategic Priorities of Quality of Life and Economic Development. Completion of this project will replace a long-vacant building and provide a visible upgrade to the neighborhood.

FINANCIAL IMPACT

There is no financial impact to the City in connection with the City Council’s adoption of a resolution approving the issuance of the bonds by the CSCDA. There are no costs associated with participation in the CSCDA, and the City will not bear any responsibility for the tax-exempt status of the interest on the Bonds, the debt service on the Bonds or any other matter related to the Bonds.

COMMITTEE OUTCOME

This item did not originate in Committee.

Prepared by: Emilio Ramirez, Housing Director

ATTACHMENTS

1. Resolution

2. PowerPoint Presentation.HSC.TEFRA
233
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OXNARD

APPROVING THE ISSUANCE BY THE CALIFORNIA STATEWIDE

COMMUNITIES DEVELOPMENT AUTHORITY OF EXEMPT FACILITY BONDS FOR A QUALIFIED RESIDENTIAL RENTAL PROJECT FOR 2ND & B

APARTMENTS
WHEREAS, the California Statewide Communities Development Authority (the “Authority”) is authorized pursuant to the provisions of California Government Code Section 6500 et seq. and the terms of an Amended and Restated Joint Exercise of Powers Agreement, dated as of June 1, 1988 (the “Agreement”), among certain local agencies throughout the State of California, including the City of Oxnard (the “City”), to issue revenue bonds in accordance with Chapter 7 of Part 5 of Division 31 of the California Health and Safety Code for the purpose of financing multifamily rental housing projects; and
WHEREAS, 2nd & B LP or a partnership of which Community Development Partners (the “Developer”) or a related person to the Developer is the general partner, has requested that the Authority adopt a plan of financing providing for the issuance of exempt facility bonds for a qualified residential rental project pursuant to Section 142(a)(7) of the Internal Revenue Code of 1986 (the “Code”) in one or more series issued from time to time, including bonds issued to refund such exempt facility bonds in one or more series from time to time, and at no time to exceed $32,000,000 in outstanding aggregate principal amount (the “Bonds”), to finance or refinance the acquisition, construction and development of a multifamily rental housing project located at 241 West 2nd Street, Oxnard, California (the “Project”); and WHEREAS, pursuant to Section 147(f) of the Code, prior to their issuance, the Bonds are required to be approved by the “applicable elected representative” of the governmental units on whose behalf such bonds are expected to be issued and by a governmental unit having jurisdiction over the entire area in which any facility financed by such bonds is to be located, after a public hearing held following reasonable public notice; and
WHEREAS, the members of this City Council (this “City Council”) are the applicable elected representatives of the City; and
WHEREAS, there has been published, at least 7 days prior to the date hereof, in a newspaper of general circulation within the City, a notice that a public hearing regarding the Bonds would be held on a date specified in such notice; and
WHEREAS, such public hearing was conducted on such date, at which time an opportunity was provided to interested parties to present arguments both for and against the issuance of the Bonds; and
WHEREAS, the Authority is also requesting that the City Council approve the issuance of any refunding bonds hereafter issued by the Authority for the purpose of refinancing the Bonds which financed the Project (the “Refunding Bonds”), but only in such cases where federal tax laws would not require additional consideration or approval by the City Council; and 234
WHEREAS, it is intended that this resolution shall constitute the approval of the issuance of the Bonds required by Section 147(f) of the Code and Section 9 of the Agreement.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OXNARD AS FOLLOWS:

Section 1 The above recitals are true and correct.

Section 2 The City Council hereby approves the issuance of the Bonds and the Refunding Bonds by the Authority. It is the purpose and intent of the City Council that this resolution constitutes approval of the Bonds for the purposes of (a) Section 147(f) of the Code and (b) Section 9 of the Agreement.

Section 3 The issuance of the Bonds shall be subject to the approval of the Authority of all financing documents relating thereto to which the Authority is a party. The City shall have no responsibility or liability whatsoever with respect to the Bonds.

Section 4 The adoption of this Resolution shall not obligate the City or any department thereof to (i) provide any financing to acquire or construct the Project or any refinancing of the Project; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the acquisition, construction, rehabilitation, installation or operation of the Project; (iii) make any contribution or advance any fund whatsoever to the Authority; or (iv) take any further action with respect to the Authority or its membership therein.

Section 5 The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents that they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution and the financing approved hereby.

Section 6. This resolution shall take effect immediately upon its passage.

ADOPTED by the City Council of the City of Oxnard at a regular meeting of said Council held on the 5th day of April, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

John C. Zaragoza, Mayor
ATTEST: APPROVED AS TO FORM
Rose Chaparro, City Clerk Stephen M. Fischer, City Attorney 235

TEFRA HEARING FOR STATE BOND

ISSUANCE
Second and B Street Apartments
Emilio Ramirez, Director
Housing Department
City Council
April 5, 2022
236

1. Developer applying for issuance of $32,000,000 of tax-exempt Multi- Family Housing Revenue Bonds from California Statewide
Communities Development Authority (CSCDA)

2. The purpose is to finance acquisition, rehabilitation, and development of the Homeless Solutions Center at 241 West Second Street

3. Public hearing under Tax Equity Fiscal Responsibility Act (TEFRA) is required when State Bonds are sought for construction or rehabilitation of housing

4. TEFRA hearing to provide for community input on bond issuance hosted by City Council of city where project is located

5. Bonds are issued by CSCDA (not by local government)
2 TEFRA HEARING
237
3 THE HOMELESS SOLUTIONS CENTER

1. When completed, Project will provide 55 units of Permanent Supportive Housing, and 110 shelter beds for low-income and extremely low-income persons

2. No current residents or housing units on site

3. Not a project of the City of Oxnard or the Oxnard Housing Authority

4. Bonds issued by state CSCDA

5. No City financial obligation or liability arising from state bond issuance

6. Sole obligation of the City of Oxnard relative to the bond issuance is to host this TEFRA hearing to receive public comment
238

1. The Homeless Solutions Center will be developed by Community Development Partners

2. Developer representative available to answer questions 4 COMMUNITY DEVELOPMENT PARTNERS
239
That the City Council:

1. Hold a public hearing regarding the issuance by the California Statewide Communities Development Authority of up to $32,000,000 of exempt facility bonds for a qualified residential rental project pursuant to Section 142(a)(7) of the Internal Revenue Code of 1986 to finance the acquisition, rehabilitation and development of a multi- family rental housing projected located at 241 West Second Street, Oxnard, California (the “Project”); and

2. Adopt a resolution approving the issuance of bonds.
5 RECOMMENDATION
240
QUESTIONS?
241

CITY COUNCIL AGENDA REPORT

PUBLIC HEARINGS
AGENDA ITEM NO. L.2

DATE: April 5, 2022

TO: City Council

FROM: Emilio Ramirez, Housing Director, (805) 385-8094, [email protected]

SUBJECT: Public Hearing for Issuance of Exempt Facility Bonds for the Central Terrace Apartments. (0/10/10)

RECOMMENDATION

That the City Council:

1. Hold a public hearing regarding the issuance by the California Municipal Finance Authority (“CMFA”) of up to $30,000,000 of exempt facility bonds for a qualified residential rental project pursuant to Section 142(a)(7) of the Internal Revenue Code of 1986 to finance or refinance the acquisition, development, construction, and equipping of an 87-unit multi-family rental housing facility for low-income households to be located at 217-235 East Sixth Street, Oxnard, California (the “Project”); and

2. Adopt a resolution approving the issuance of the bonds by CMFA for the benefit of Many Mansions, a California Non-Profit Corporation, to provide for financing of the Project, such adoption for the purpose of satisfying the requirements of the Tax Equity Fiscal Responsibility Act, the Code and the California Government Code Section 6500.

Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/rk3NFPm5uWU

BACKGROUND

Many Mansions, a California Non-profit Corporation, seeks to develop an eighty-seven-unit multi-family rental housing facility for low-income households to be located at 217-235 East Sixth Street (the “Project”). In order to secure financing for the Project, Many Mansions is presenting an application to the California Municipal Finance Authority (the “CMFA”), in an aggregate principal amount not to exceed $30,000,000 of tax-exempt revenue bonds.

The proceeds of the Bonds will be used to finance and refinance the acquisition, construction, improvement and equipping of the eighty-six affordable rental housing units plus one unrestricted manager’s unit, common space, and office space (“the Project”). The Sponsor, or a limited partnership or other entity to be created by the Sponsor or an affiliate of the Sponsor for the purpose of owning the project described herein (such limited partnership or other entity referred to herein as the “Borrower”), has requested that the CMFA serve as the municipal issuer of the Bonds, and seeks 242
adoption of the resolution for the sole purpose of satisfying the requirements of TEFRA, the Code, and the California Government Code Section 6500 et seq.

The California Municipal Finance Authority (CMFA) was created on January 1, 2004 pursuant to a Joint Exercise of Powers Agreement to promote economic, cultural and community development, through the financing of economic development and charitable activities throughout California. To date, over 300 municipalities have become members of CMFA, including the City of Oxnard.

The CMFA was formed to assist local governments, non-profit organizations and businesses with the issuance of taxable and tax-exempt bonds aimed at improving the standard of living in California. The CMFA’s representatives and its Board of Directors have considerable experience in bond financing.

Inasmuch as the property currently has no housing units, the Developer advises that no existing tenant families will be displaced as a consequence of the issuance of the Bonds.

STRATEGIC PRIORITIES

This agenda item is presented under the City Council Strategic Priorities of Quality of Life and Economic Development. Completion of this project will provide much-needed affordable housing and provide a visible upgrade to the neighborhood.

FINANCIAL IMPACT

There is no financial impact to the City in connection with the City Council’s adoption of a resolution approving the issuance of the bonds by the CMFA. There are no costs associated with participation in the CMFA, and the City will not bear any responsibility for the tax-exempt status of the interest on the Bonds, the debt service on the Bonds or any other matter related to the Bonds.

COMMITTEE OUTCOME

This item did not originate in Committee.

Prepared by: Emilio Ramirez, Housing Director

ATTACHMENTS

1. PowerPoint Presentation

2. Resolution
243

TEFRA HEARING FOR STATE BOND

ISSUANCE
Central Terrace Apartments
Emilio Ramirez, Director
Housing Department
City Council
April 5, 2022
244

1. Developer applying for issuance of $30,000,000 of tax-exempt Multi- Family Housing Revenue Bonds from California Municipal Finance Authority (CMFA)

2. Purpose: finance the development, construction and equipping of rehabilitation of Central Terrace Apartments, an 87-unit multi-family rental housing facility for low-income households (217-235 East Sixth Street)

3. Public Hearing under Tax Equity Fiscal Responsibility Act (TEFRA) required when State Bonds are sought for construction or rehabilitation of housing

4. TEFRA Hearing to provide for community input on bond issuance hosted by City Council of city where project is located

5. Bonds are issued by CMFA (not by local government)
2 TEFRA HEARING
245

1. When completed, Project will provide 86 affordable housing units

2. No current residents or housing units on site

3. Not a project of the City of Oxnard or the Oxnard Housing Authority

4. Bonds issued by state CMFA

5. No City financial obligation or liability arising from state bond issuance

6. Sole obligation of the City of Oxnard relative to the bond issuance is to host TEFRA hearing to receive public comment
3 CENTRAL TERRACE APARTMENTS
246

1. The Central Terrace Apartments will be developed by Many Mansions

2. Developer representative available to answer questions 4 MANY MANSIONS
247
That the City Council:

2. Adopt a resolution approving the issuance of the bonds by CMFA for the benefit of Many Mansions, a California Non-profit Corporation (the “Sponsor”), to provide for the financing of the Project, such adoption being solely for the purposes of satisfying the requirements of TEFRA, the Code, and California Government Code Section 6500 (and following).
5 RECOMMENDATIONS
248

TEFRA RESOLUTION
RESOLUTION NO. _________

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OXNARD APPROVING

THE ISSUANCE OF REVENUE BONDS BY THE CALIFORNIA MUNICIPAL

FINANCE AUTHORITY IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $30,000,000 TO FINANCE AND REFINANCE AN 87-UNIT MULTIFAMILY

HOUSING FACILITY FOR THE BENEFIT OF A LIMITED PARTNERSHIP OR

ANOTHER ENTITY TO BE CREATED BY MANY MANSIONS, A CALIFORNIA

NONPROFIT CORPORATION (OR AN AFFILIATE), AND CERTAIN OTHER

MATTERS RELATING THERETO
WHEREAS, Many Mansions, A California Nonprofit Corporation (the “Sponsor”), on behalf of a limited partnership or another entity to be created by the Sponsor or an affiliate of the Sponsor for the purpose of owning the project described herein (such limited partnership or other entity being referred to herein as the “Borrower”), has requested that the California Municipal Finance Authority (the “Authority”) issue one or more series of revenue bonds in an aggregate principal amount not to exceed $30,000,000 (the “Bonds”), including but not limited to revenue bonds issued as part of a plan to (1) finance and refinance the acquisition, construction, improvement and equipping of an 87-unit multifamily rental housing facility for low-income households (the “Project”) to be owned and operated by the Borrower and located at 217-235 E. 6th Street in the City of Oxnard, California (the “City”), and (2) pay certain expenses in connection with the issuance of the Bonds; and
WHEREAS, an “applicable elected representative” of a jurisdiction in which the Project is to be located is required to approve the issuance of the Bonds under Section 147(f) of the Code; and WHEREAS, the City Council of the City (the “City Council”) is the elected legislative body of the City and is an “applicable elected representative” for purposes of Section 147(f) of the Code; and
WHEREAS, the Authority has requested that the City Council approve the issuance of the Bonds by the Authority in order to satisfy the public approval requirement of Section 147(f) of the Code and the requirements of Section 4 of the Joint Exercise of Powers Agreement Relating to the California Municipal Finance Authority, dated as of January 1, 2004 (the “Agreement”), among certain local agencies, including the City; and
WHEREAS, pursuant to Section 147(f) of the Code, the City Council has, following notice duly given, held a public hearing regarding the issuance of the Bonds, and now desires to approve the issuance of the Bonds by the Authority;
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Oxnard as follows:

Section 1 The foregoing recitals are true and correct.
249
Section 2 The City Council hereby approves the issuance of the Bonds by the Authority, including but not limited to Bonds issued as part of a plan to finance and refinance the facilities described herein. It is the purpose and intent of the City Council that this resolution constitute approval of the issuance of the Bonds by the Authority for the Project, for the purposes of (a) Section 147(f) of the Code by the applicable elected representative of a governmental unit having jurisdiction over the area in which the Project is to be located, in accordance with said Section 147(f) and (b) Section 4 of the Agreement.

Section 3 The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they deem necessary or advisable in order to carry out, give effect to and comply with the terms and intent of this resolution and the financing transaction approved hereby.

Section 4 The adoption of this Resolution shall not obligate the City or any department thereof to (i) provide any financing to acquire or construct the Project or any refinancing of the Project; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the acquisition, construction, rehabilitation, installation or operation of the Project; (iii) make any contribution or advance any funds whatsoever to the Authority; or (iv) take any further action with respect to the Authority or its membership therein.

Section 5 The Clerk shall forward a certified copy of this Resolution to the Authority in care of its counsel:

Ronald E. Lee, Esq.

Jones Hall, A Professional Law Corporation
475 Sansome Street, Suite 1700
San Francisco, California 94111
Section 6. This resolution shall take effect immediately upon its adoption. ///
///
///
///
///
///
///
///
///
250
PASSED AND ADOPTED by the City Council of the City of Oxnard this ___ day of _________, 2022.

AYES:

NOES:

ABSTAIN:

ABSENT:
_________________________________
John C. Zaragoza, Mayor
ATTEST: APPROVED AS TO FORM
__________________________________ _________________________________ Rose Chaparro, City Clerk Stephen M. Fischer, City Attorney 251

CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. M.1

DATE: April 5, 2022

TO: City Council

FROM: Jason Benites, Police Chief, (805) 385-7624, [email protected]

SUBJECT: Police Department Update. (0/10/10)

RECOMMENDATION

That the City Council receive and file a verbal update report from the Police Department.

Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/sAi7ghbdmGc

BACKGROUND

This agenda item involves a verbal report to the City Council from Police Chief Jason Benites. This report is pre- recorded so that it is compliant with Measure M.

In his report, Chief Benites provides updates to the City Council that include the following topics:

1. Recent and current Police Department-related activities

2. Police Department priorities (as related to internal, Department priorities, and public safety-related City Council priorities)

3. Crime in Oxnard

4. Traffic safety in Oxnard

5. Neighborhood policing efforts

6. Recruiting and staffing

STRATEGIC PRIORITIES

This agenda item supports the Public Safety strategy. The purpose of the Public Safety strategy is to restore and modernize the delivery of public safety services to provide for the safety of our neighborhoods and health of our community.

FINANCIAL IMPACT

There is no financial impact.

COMMITTEE OUTCOME

This item did not originate in Committee.

Prepared by: Jason Benites, Police Chief

252

ATTACHMENTS
None
253

CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. M.2

DATE: April 5, 2022

TO: City Council

FROM: Emilio Ramirez, Housing Director, (805) 385-8094, [email protected]

SUBJECT: Homeless Division Update. (25/20/15)

RECOMMENDATION

That the City Council receive and file a verbal update report on the Homeless Division. The update will be provided live at the City Council meeting.

Please click the following link to view the required Measure M pre-recorded presentation video: https://youtu.be/h6LtQAQNJuM

BACKGROUND

Addressing homelessness was prioritized as part of the City Council's May 17, 2016 adoption of business plans covering four strategic priority areas for fiscal years 2016-2017 and fiscal year 20-17 -2018. The business plans helped guide decisions about the allocation of resources and ensured that staff work was aligned with the priorities that the Council determined were important to the community. The Council's Quality of Life strategy is to restore and increase quality services and programs that enrich Oxnard's diverse community, promotes safe neighborhoods, encourages community engagement, and supports our residents in their efforts to improve their quality of life.

The 2016 "Quality of Life" strategy included the goal to "Address homelessness through the development and implementation of a multi-tiered strategy". As part of that goal, the City hired it's first dedicated homeless services staff person, a Homeless Services Coordinator, in 2017, and adopted the " Homeless Five-Year Plan and Strategy" in 2018. The Five-Year Homeless Plan and Strategy primary outcome is to establish a comprehensive system and program that prevents and reduces homelessness in the City of Oxnard. That plan laid out the following goals:
1) Increase and Strengthen Community Partnerships and Alliances 2) Effectively Coordinate Street Outreach
3) Coordinate efforts to reduce vagrancy and chronic transient behavior 4) Operate a Year-Round Emergency Shelter and Navigation Center 5) Increase Emergency Sheltering for Adults with Children 6) Connect Social Services with Mental Health Services for Homeless 7) Develop Temporary and Permanent Housing Choices for Homeless 8) Provide Follow-up Program Services for Homeless Clients Placed in Housing Since 2018, the City has been diligently pursuing these goals, and continues to focus on addressing both the short-term needs of homeless persons and developing and implementing strategies and resources to produce permanent housing and services that increase housing stability.

DISCUSSION
254
The verbal update will cover the following topics:

1. Background on the Homeless Division

2. Housing First

3. Homelessness in Oxnard

4. Inter-Department Collaboration

5. City Funded Homeless Services

6. Housing Solutions

7. Community Partnerships

STRATEGIC PRIORITIES

This agenda item supports the Quality of Life strategy. The purpose of the Quality of Life strategy is to restore and increase quality services and programs that enrich Oxnard's diverse community, promotes safe neighborhoods, encourages community engagement, and supports our residents in their efforts to improve their quality of life.

FINANCIAL IMPACT

There is no financial impact.

COMMITTEE OUTCOME

This item did not originate in Committee.

Prepared by: Emilio Ramirez, Housing Director

ATTACHMENTS

1. Presentation
255
Homeless Division Update
City Council
Emilio Ramirez
Housing Director
1 256
Homeless Division Update

1. Background of the Homeless Division

2. Homelessness in Oxnard

3. Inter-Department Collaboration

4. City Funded Homeless Services

5. Housing Solutions

6. Community Partnerships

2 257

QUESTIONS
3 258

CITY COUNCIL AGENDA REPORT

REPORTS
AGENDA ITEM NO. M.3

DATE: April 5, 2022

TO: City Council

FROM: Emilio Ramirez, Housing Director, (805) 385-8094, [email protected]

SUBJECT: Authorization for the Housing Department to Execute HOME Loan Agreement and Other Necessary Documents with Cabrillo Economic Development Corporation for the Etting Road Affordable Housing Development. (0/15/10)

RECOMMENDATION

That the City Council adopt a resolution authorizing the Housing Director to execute a loan agreement (and any and all related documents thereto) with Cabrillo Economic Development Corporation in the amount of $1,854,000 using federal HOME Investments Partnership Program funds for the construction of a fifty-eight affordable multi-family rental units, known as the Etting Road Apartments (2161 Etting Road).

Please click the following link to view the required Measure M pre-recorded presentation video:
https://youtu.be/GmJrfU2DHjk

BACKGROUND

The City of Oxnard receives an annual allocation of approximately $800,000 in HOME funds from the Department of Housing and Urban Development for the financing of affordable housing development. Fifteen percent of these funds must be set-aside for the production of affordable housing by a Community Housing Development Organization. Cabrillo Economic Development Corporation (CEDC) is a Community Housing Development Organization certified by the City of Oxnard under the HOME program.

Cabrillo Economic Development Corporation is a non-profit housing organization that works to provide affordable housing to low-income households for sale or for rent. For the past thirty-eight years the Cabrillo Economic Development Corporation has been one of the leading nonprofit housing developers in Ventura County and currently manages twenty-three owned properties in Ventura County totaling 1,129 apartments, including two senior housing communities in the City of Santa Paula and Simi Valley, and three special needs housing developments in Oxnard. Cabrillo Economic Development Corporation proposes to develop and operate the Etting Road Apartments.

CEDC received Design Development Review Permit approval for the 42 apartment units (Etting Road Apartments) on June 27, 2018 and received approval of a Density Bonus Permit on August 2, 2018, granting them three concessions. The project is located on an All-Affordable Housing Opportunity Program designated site, allowing for a density of up to forty-eight units per acre. On July 1, 2021, the Etting Road Apartments returned to the Planning Commission and received approval for a major modification to their Design Development Review and Density Bonus Permits to increase the number of units from forty-two to fifty-eight units.

The Etting Road Apartments development will be arranged as one complex separated into four building quadrants three stories in height. All of the units are designed as stacked flats. One of the four buildings will contain housing units and a community center. The development will be comprised of nineteen one-bedroom units, twenty-one two- bedroom units, and eighteen three-bedroom units, including one two-bedroom manager’s unit. The units will range from 735 to 1,083 square feet. Each unit will have a patio and storage area. On-site amenities will include a 2,000 259
square foot community room that will include a computer room, property management office, resident services office, and kitchenette. The project will be developed with a community garden space, a play area and tot lot, two detached trash enclosures, and two carports. The fifty-eight affordable rental units, including one manager’s unit,will target farmworker families earning 30%, 45%, and 50% of area median income.

DISCUSSION
CEDC submitted a HOME Investments Partnership Program funding application for $1,000,000 to provide a gap financing loan for the construction of the 42 unit Etting Road Apartments. On June 16, 2020 the City Council granted a six-month conditional approval of said funding, which was set to expire on December 31, 2020. On December 15, 2020, the Etting Road Apartments returned to City Council and received a one-year extension to the previously granted conditional approval of HOME gap-financing. CEDC did not receive additional outside funding, so they let the $1M in HOME funding expire.

After receiving City approval to increase the number of units of their project from 42 units to 58 units, CEDC reapplied for HOME funds. With the increased number of units, and to make their application for additional outside funding sources more competitive, they increased their HOME request to $1,854,000. The HOME funds will support a financial gap of $1,854,000 for the development of fifty-eight extremely low and very low-income rental units, including one unrestricted manager’s apartment .

Staff seeks authorization for the Housing Director to execute the HOME Loan Agreement and companion necessary documents with Cabrillo Economic Development Corporation. The HOME Loan Documents provide the following terms:

1. Loan amount of $1,854,000;

2. 3% simple interest;

3. Loan and Regulatory agreement terms of fifty-five years; and

4. Repayment of the City Loan will be on a residual receipts basis to be paid after all operating expenses, reserves, debt service with mandatory payments, investor management fee, deferred developer fee, and partnership management fee, with 50% of the residual receipts split pro-rata among all soft lenders based on the original principal amount of each soft lender loan.

The development will have eleven HOME restricted units for fifty-five years, including the added thirty-five years required by the density bonus concessions. The HOME-assisted units will require financial reporting and analysis annually to comply with HOME program regulations. Monitoring fees for the twenty years of the HOME program are included in the Developer’s Budget and Pro-forma.

The total cost of the project is estimated to be $34,447,202.

STRATEGIC PRIORITIES

This agenda item supports the Quality-of-Life strategy. The purpose of the Quality-of-Life strategy is to build relationships and create opportunities within the community for safe and vibrant neighborhoods, which will showcase the promising future of Oxnard.

FINANCIAL IMPACT

There is no financial impact to the General Fund for adoption of this recommendation. The current balance of the HOME funds is approximately $3.2M. The HOME program account has sufficient funds to lend the $1,854,000 to Cabrillo Economic Development Corporation.

COMMITTEE OUTCOME

This item did not originate in Committee.
260

Prepared by: Emilio Ramirez, Housing Director

ATTACHMENTS

1. PowerPoint Presentation

2. HOME Loan Agreement Resolution

3. Draft HOME Loan Agreement_

4. Draft City of Oxnard HOME Preliminary Award Letter (Etting Road Apartments) 261
ETTING ROAD APARTMENTS
CABRILLO ECONOMIC DEVELOPMENT CORPORATION
EMILIO RAMIREZ, DIRECTOR
HOUSING DEPARTMENT
CITY COUNCIL
APRIL 5, 2022
262
CABRILLO ECONOMIC DEVELOPMENT CORPORATION
2 The mission of the Cabrillo Economic Development Corporation is to provide comprehensive housing services and community economic development activities, through a community building approach, that facilitate self-sufficiency for individuals and families who are most lacking in opportunity in Ventura and Santa Barbara Counties and adjacent areas in Los Angeles County.
263
3 ETTING ROAD APARTMENTS
264
BACKGROUND OF THE PROJECT
4 1. Design Development Review approval on June 27, 2018

2. Density Bonus Permit approval on August 2, 2018

3. An All-Affordable Housing Opportunity Program designated site

4. June 16, 2020 City Council approved a conditional loan of $1,000,000

5. The conditional loan expired in December 2021

6. July 1, 2021 Planning Commission approved increase from 42 to 58- units
265
PROPOSED HOME LOAN AGREEMENT
5 The HOME Loan Documents provide the following terms for the City Loan

1. Loan amount of $1,854,000

2. 3% simple interest

3. Loan and Regulatory agreement terms of fifty-five years

4. Residual receipts loan repayment

5. The development will have a minimum of eleven HOME restricted units 266
DEVELOPMENT BUDGET
6 Source of Funds Amount
City of Oxnard $1,854,000
Joe Serna Farmworker Housing $5,000,000
Veteran Housing and Homeless Prevention Program $2,788,410 California Community Reinvestment Corporation $4,509,904 County of Ventura $380,000
General Partner Equity $1,500,000
Equity Investor $18,188,500
TOTAL $34,220,914
267

RECOMMENDATION
7 That the City Council adopt a resolution authorizing the Housing Director to execute a loan agreement (and any and all related documents thereto) with Cabrillo Economic Development Corporation in the amount of $1,854,000 using federal HOME Investments Partnership Program funds for the construction of a fifty-eight affordable multi-family rental units, known as the Etting Road Apartments.
268
RESOLUTION NO. ________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OXNARD AUTHORIZING

THE HOUSING DIRECTOR TO EXECUTE A HOME LOAN AGREEMENT AND

COMPANION NECESSARY DOCUMENTS WITH CABRILLO ECONOMIC

DEVELOPMENT CORPORATION FOR THE ETTING ROAD APARTMENTS
WHEREAS, The Housing Department is requesting authorization to enter into and execute a HOME Loan Agreement, and companion necessary documents related to the Loan Agreement, with Cabrillo Economic Development Corporation, a nonprofit public benefit corporation ("CEDC"), (as the Project sponsor) in the amount of One Million Eight Hundred and Fifty-Four Thousand Dollars ($1,854,000) (the "City Loan Agreement") to develop approximately fifty-eight units of affordable lower income rental units at 2161 Etting Road (“Project”) in the City which will provide increased affordable housing opportunities in the City; and
WHEREAS, the Loan Documents will provide the following terms for the City Loan (the "City Loan Terms"): (a) 3% simple interest; (b) loan and regulatory agreement terms of fifty-five years after the closing on the permanent financing for the Project; and (c) repayment of the City Loan will be on a residual receipts basis to be paid after all operating expenses, reserves, debt service with mandatory payments, investor management fee, deferred developer fee, and partnership management fee, with 50% of the residual receipts split pro-rata among all soft lenders based on the original principal amount of each soft lender loan; and

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OXNARD:

SECTION 1. The above Recitals are hereby incorporated into the operative provisions of this Resolution.

SECTION 2. The City’s Housing Director is authorized to enter into and execute the City Loan Agreement in the amount of $1,854,000 with the Cabrillo Economic Development Corporation.

SECTION 3. The City Loan Agreement terms will be as follows: (a) 3% simple interest; (b) loan and regulatory agreement terms of fifty-five years after the closing of permanent financing for the Project; and (c) repayment of the City Loan will be on a residual receipts basis to be paid after all operating expenses, reserves, debt service with mandatory payments, investor management fee, deferred developer fee, and partnership management fee, with 50% of the residual receipts split pro-rata among all soft lenders based on the original principal amount of each soft lender loan;
SECTION 4. The Housing Director is authorized to execute any other form of document required by any lender, investor, regulator or other third party involved in the transaction, so long as the Housing Director, in coordination with the City Attorney, determines that the substance of such resolution does not materially conflict with the substance and intent of this Resolution.

SECTION 5. The City Clerk shall certify the adoption of this Resoluti on. 269
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Oxnard on this ___ day of _____, 2022:

I hereby certify that the foregoing is a true copy of the Resolution adopted by the City Council of the City of Oxnard at a meeting held on the ____ day of _____, 2022 and carried by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_______________________________
John C. Zaragoza, Mayor
ATTEST:
________________________________
Rose Chaparro, City Clerk
APPROVED AS TO FORM:
___________________________________
Stephen Fischer, City Attorney
270

HOME LOAN AGREEMENT
Between

CITY OF OXNARD
and

ETTING ROAD LP
271

TABLE OF CONTENTS
Page
ARTICLE 1. DEFINITIONS AND EXHIBITS..............................................................................2 Section 1.1 Definitions. .................................................................................................. 2 Section 1.2 Exhibits. ....................................................................................................... 7 ARTICLE 2. LOAN PROVISIONS................................................................................................7 Section 2.1 Loan. ............................................................................................................ 7 Section 2.2 Interest. ........................................................................................................ 7 Section 2.3 Use of Loan Funds....................................................................................... 7 Section 2.4 Security. ....................................................................................................... 7 Section 2.5 Conditions Precedent to Disbursement of Loan Funds. .............................. 8 Section 2.6 Repayment Schedule. .................................................................................. 8 Section 2.7 Non-Recourse. ............................................................................................. 9 Section 2.8 Subordination............................................................................................... 9 ARTICLE 3. CONSTRUCTION OF THE IMPROVEMENTS ...................................................10 Section 3.1 Schedule of Performance........................................................................... 10 Section 3.2 Permits and Approvals............................................................................... 10 Section 3.3 Commencement of Construction. .............................................................. 10 Section 3.4 Completion of Construction. ..................................................................... 10 Section 3.5 Compliance with Applicable Laws............................................................ 10 Section 3.6 Equal Opportunity. .................................................................................... 12 Section 3.7 Minority and Women-Owned Contractors. ............................................... 12 Section 3.8 Construction Responsibilities. ................................................................... 13 Section 3.9 Mechanics Liens, Stop Notices, and Notices of Completion. ................... 13 Section 3.10 Inspections. ................................................................................................ 13 Section 3.11 Approved Financing Plan. ......................................................................... 14 Section 3.12 Development Fee. ...................................................................................... 14 Section 3.13 Marketing Plan........................................................................................... 14 ARTICLE 4. LOAN REQUIREMENTS ......................................................................................15 Section 4.1 HOME Match and Per Unit Subsidy Requirement.................................... 15 Section 4.2 Financial Accountings and Post-Completion Audits................................. 15 Section 4.3 Annual Operating Budget. ......................................................................... 15 Section 4.4 Information. ............................................................................................... 16 Section 4.5 Records. ..................................................................................................... 16 Section 4.6 City Audits................................................................................................. 17 Section 4.7 HOME Requirements. ............................................................................... 17 Section 4.8 Hazardous Materials. ................................................................................. 22 Section 4.9 Maintenance and Damage.......................................................................... 23 Section 4.10 Fees and Taxes........................................................................................... 23 Section 4.11 Operation of Development as Affordable Housing. .................................. 24 Section 4.12 Nondiscrimination. .................................................................................... 24 Section 4.13 Transfer...................................................................................................... 25 272

TABLE OF CONTENTS
Page
Section 4.14 Insurance Requirements............................................................................. 26 Section 4.15 Anti-Lobbying Certification. ..................................................................... 26 Section 4.16 Affordability and Project Monitoring........................................................ 27 ARTICLE 5. DEFAULT AND REMEDIES.................................................................................27 Section 5.1 Events of Default. ...................................................................................... 27 Section 5.2 Remedies.................................................................................................... 29 Section 5.3 Right of Contest......................................................................................... 30 Section 5.4 Remedies Cumulative................................................................................ 30 Section 5.5 Limited Partner Cure Rights...................................................................... 30 ARTICLE 6. GENERAL PROVISIONS ......................................................................................30 Section 6.1 Relationship of Parties............................................................................... 30 Section 6.2 No Claims. ................................................................................................. 31 Section 6.3 Indemnification.......................................................................................... 31 Section 6.4 Non-Liability of City Officials, Employees and Agents. .......................... 31 Section 6.5 No Third Party Beneficiaries. .................................................................... 31 Section 6.6 Conflict of Interest..................................................................................... 31 Section 6.7 Notices, Demands and Communications................................................... 32 Section 6.8 Amendments. ............................................................................................. 33 Section 6.9 Action by City............................................................................................ 33 Section 6.10 Applicable Law and Venue. ...................................................................... 34 Section 6.11 Parties Bound............................................................................................. 34 Section 6.12 Attorneys' Fees........................................................................................... 34 Section 6.13 Severability. ............................................................................................... 34 Section 6.14 Force Majeure............................................................................................ 34 Section 6.15 Waivers. ..................................................................................................... 35 Section 6.16 Title of Parts and Sections. ........................................................................ 35 Section 6.17 Entire Understanding of the Parties........................................................... 35 Section 6.18 Multiple Originals; Counterpart. ............................................................... 35 Section 6.19 Limited Partner Rights............................................................................... 35 Exhibit A: Legal Description of the Property
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1 HOME LOAN AGREEMENT
This HOME Loan Agreement (the "Agreement") is dated as of [May 1, 2022] (the "Effective Date"), and is made between the City of Oxnard, a municipal corporation of the State of California (the "City") and Etting Road LP, a California limited partnership (the "Borrower"). The City and the Borrower shall collectively be referred to hereinafter as the "Parties".

RECITALS
A. Defined terms used but not defined in these recitals are as defined in Article 1 of this Agreement.

B. The City has received Home Investment Partnerships Act funds from the United States Department of Housing and Urban Development ("HUD") pursuant to the Cranston- Gonzales National Housing Act of 1990 ("HOME Funds"). The HOME Funds must be used by the City in accordance with 24 C.F.R. Part 92 (the "HOME Regulations").

C. The Borrower owns that certain real property located at 2161 Etting Road, Oxnard, California 93033, as more particularly described in Exhibit A (the "Property").

Borrower intends to construct fifty-eight (58) units of affordable housing, including one (1) manager's unit, (the "Improvements") on the Property. The Property and the Improvements are collectively referred to as the "Development."
D. Borrower desires to borrow from the City and the City desires to lend Borrower One Million Eight Hundred and Fifty-Four Thousand Dollars ($1,854,000) of HOME Funds (the "Loan") for eligible activities for the Development as allowed under 24 C.F.R. 92.206. The Loan will be evidenced by the Note and secured by the Deed of Trust, as defined below.

E. The Loan is being made to finance the construction costs associated with the Development. The Development will increase the supply of affordable rental housing in City of Oxnard. Due to the assistance provided to Borrower pursuant to this Agreement, the City has classified fifty-eight (58) units as HOME-assisted units (each such unit a "HOME-Assisted Unit"), which Units are "floating" Units as defined in 24 C.F.R. 92.252(j). The HOME-Assisted Units are required to include nineteen (19) one-bedroom Units, twenty-one (21) two-bedroom Units, and eighteen (18) three-bedroom Units. One two-bedroom unit shall be the manager's unit.

The Parties therefore agree as follows:

AGREEMENT
ARTICLE 1.

DEFINITIONS AND EXHIBITS
Section 1.1 Definitions.

The following terms have the following meanings:
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2 (a) "Affiliate" means an entity that is Controlling or Controlled by Borrower. (b) "Agreement" means this HOME Loan Agreement, as such may be amended from time to time.
(c) "AHDDLA" means the Affordable Housing Disposition, Development and Loan Agreement, dated as of [May 1, 2022], between the City and the Borrower's predecessor-in-interest, as assigned to Borrower.
(d) "Annual Operating Expenses" means with respect to a particular calendar year the following costs reasonably and actually incurred for operation and maintenance of the Development, using generally accepted accounting principles: debt service currently due on a non-optional basis (excluding debt service due from residual receipts, cash flow or surplus cash of the Development) on loans associated with development of the Development and approved by the City in the Approved Financing; property and other taxes and assessments imposed on the Development; premiums for property damage and liability insurance; utility services not paid for directly by tenants, including water, sewer, trash collection, gas, and electricity; maintenance and repair, including but not limited to, pest control, landscaping and grounds maintenance, painting and decorating, cleaning, common systems repairs, general repairs, janitorial supplies and maintenance oversight fee; any annual license or certificate of occupancy fees required for operation of the Development; general administrative expenses including, but not limited to, advertising and marketing, security services and systems, professional fees for legal, audit, accounting and tax returns; bookkeeping fees, property management fees not to exceed eight percent (8%) of gross revenues from the Development plus reimbursements including on-site manager costs and reimbursements which are standard in the industry; reasonable fees for any services required to be provided by CDLAC pursuant to the Tax-Exempt Bond Allocation or TCAC pursuant to the Tax Credit Reservation, or otherwise required by CDLAC or TCAC, or any other lender set forth on the Financing Plan; any fees or costs in connection with resident/social services provided; social services oversight fee in a reasonable amount given comparable fees for such services at that time; cash deposited into a reserve for capital replacements of Development improvements in such reasonable amounts as are approved by Senior Lenders to the Development and the Investor Limited Partner; any current and accrued annual asset management fee, or similar fee, paid to Investor Limited Partner or its designee, with annual earnings in an amount not to exceed Seven Thousand Dollars ($7,000) increasing annually by three percent (3%); any current and accrued annual partnership management fee, or similar fee, paid to the managing general partner of the Borrower, with annual earnings in an amount not to exceed Thirty-Three Thousand Dollars ($33,000) increasing annually by three percent (3%); payment of any previously unpaid portion of the Development Fee due (with interest at a rate not to exceed the applicable federal rate) not exceeding a cumulative amount of the Development Fee as set forth in Section 4.6 of the AHDDLA; cash deposited into an operating reserve in such reasonable amounts as are approved by Senior Lenders to the Development and the Investor Limited Partner; capital adjusted under the Partnership Agreement; repayment of any advances or loans made by a partner to fund operating shortfalls; extraordinary operating costs specifically approved by the City; and other ordinary and reasonable operating expenses not listed above. Annual Operating Expenses shall not include the following: depreciation, amortization, depletion or other non-cash expenses or any amount expended from a reserve account.
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3 (e) "Annual Payment" has the meaning set forth in Section 2.6(a). (f) "Approved Financing" means all of the following loans, grants and equity obtained by Borrower and approved by the City in the Approved Financing Plan for the purpose of financing the Development, which include the following loans: loan(s) from Wells Fargo Community Lending and Investment in the approximate amount of $21,588,037, a loan from California Community Reinvestment Company in the approximate amount of $4,509,904, the City Loans, a loan from the County of Oxnard in the approximate amount of $380,000, a loan from the Veterans Homeless Housing Program in the approximate amount of $2,788,410, a loan from the Joe Serna, Jr. Farmworker Housing Grant Program in the approximate amount of $5,000,000, any other financing approved by City in writing, and any refinancing of any such loan in an amount not to exceed the then outstanding principal balance of such loan plus closing costs.
(g) "Approved Financing Plan" means the financing plan approved by the City pursuant to the AHDDLA.
(h) "Borrower" has the meaning set forth in the first paragraph of this Agreement.
(i) "CDLAC" means the California Debt Limitation Allocation Committee or successor in function.
(j) "Certificate of Completion" means the final Certificate of Completion issued by the City on the Completion of Construction of the Development as provided under the AHDDLA.
(k) "City" has the meaning set forth in the first paragraph of this Agreement. (l) "City Council" means City of Oxnard's City Council. (m) "City Loans" means the loans from the City in the original principal amounts of One Million Eight Hundred and Fifty-Four Thousand Dollars ($1,854,000). (n) "City Manager" means the City Manager of the City.
(o) "Closing" means the date that the Deed of Trust is recorded against the Borrower's interest in the Property.
(p) "Commencement of Construction" has the meaning set forth in Section 3.3.
(q) "Completion Date" means the date that all of the following have occurred: (1) a temporary or final certificate of occupancy, or equivalent document is issued by the City to certify Completion of the Construction of the Development; (2) the final disbursement of HOME funds for the Development has been made; (3) the City has verified the Development complies with the property standards set forth in 24 CFR 92.251 and all other requirements in Subpart F of the HOME Regulations; and (4) all project completion information has been entered by the City into the Integrated Disbursement and Information System (IDIS). 276
4 City shall process completion information promptly after receiving complete information from the Borrower.
(r) "Completion of Construction" has the meaning set forth in Section 3.4. (s) "Control" means (1) direct or indirect management or control of the managing member or members in the case of a limited liability company; (2) direct or indirect management or control of a general partner or general partners in the case of a partnership; and (3) direct or indirect control of a majority of the directors in the case of a corporation (t) "Deed of Trust" means the Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing, dated as of [May 1, 2022], among Borrower, as trustor, Commonwealth Land Title Company as trustee, and the City, as beneficiary, that will encumber the Borrower's interest in the Property to secure repayment of the Loan and performance of the covenants of the Loan Documents.
(u) "Default Rate" has the meaning set forth in Section 5.2(a)(4). (v) "Development Fee" has the meaning set forth in Section 4.6 of the AHDDLA.
(w) "Development" has the meaning set forth in Recital C. (x) "Escrow" means the escrow account established by the Borrower for the closing of Development financing with Commonwealth Land Title Company at its office located at 888 South Figueroa Street, Suite 2100, Los Angeles, CA 90017, or another escrow company satisfactory to the City.
(y) "Event of Default" has the meaning set forth in Section 5.1. (z) "Final Cost Certification" has the meaning set forth in Section 4.2(b). (aa) "Gross Revenue" means for each calendar year, all revenue, income, receipts, and other consideration actually received by Borrower from operation and leasing of the Development. Gross Revenue includes, but is not limited to: (i) all rents, fees and charges paid by tenants, payments or other rental subsidy payments received for the dwelling units, deposits forfeited by tenants, all cancellation fees, price index adjustments and any other rental adjustments to leases or rental agreements resulting in actual income to Borrower; (ii) the proceeds of business interruption or similar insurance; (iii) the proceeds of casualty insurance to the extent not utilized to repair or rebuild the Development (or applied toward the cost of recovering such proceeds); (iv) condemnation awards for a taking of part or all of the Development for a temporary period. Gross Revenue shall exclude tenants' security deposits, loan proceeds, capital contributions or other similar advances. (bb) "Hazardous Materials" has the meaning set forth in Section 4.8. (cc) "Hazardous Materials Claims" has the meaning set forth in Section 4.8. (dd) "Hazardous Materials Law" has the meaning set forth in Section 4.8. 277
5 (ee) "HOME" means the HOME Investment Partnerships Act Program pursuant to the Cranston-Gonzales National Affordable Housing Act of 1990 (42 U.S.C. 12705 et seq.), as amended.
(ff) "HOME-Assisted Units" has the meaning set forth in Recital E. (gg) "HOME Funds" has the meaning set forth in Recital B. (hh) "HOME Percentage" means the pro-rata percentage of the Lenders' Share of Residual Receipts, resulting from dividing the $1,854,000 amount of the Loan disbursed to Borrower in accordance with this Agreement, by the sum of principal amounts of the Loan in the amount of $1,854,000, and the Ventura County loan in the amount of $380,000. (ii) "HOME Reporting Term" means the period beginning on the date of this Agreement and ending on the twentieth (20th) anniversary of the Completion Date, unless sooner terminated in accordance with this Agreement.
(jj) "HOME Loan Term" means the period beginning on the date of this Agreement and ending on the fifty-fifth (55th) anniversary of the Completion Date, unless sooner terminated in accordance with this Agreement.
(kk) "HOME Regulations" has the meaning set forth in Recital B. (ll) "HUD" has the meaning set forth in Recital B.
(mm) "Improvements" has the meaning set forth in Recital C. (nn) "Investor Limited Partner" means the limited partner, and its successors and assigns, admitted to the Borrower in connection with the allocation of low-income housing tax credits to the Development, which admission will occur concurrently with closing of construction financing for development of the Improvements. (oo) "Lenders' Share of Residual Receipts" means fifty percent (50%) of the Residual Receipts.
(pp) "Loan" has the meaning set forth in Recital D.
(qq) "Loan Documents" means this Agreement, the Note, the Regulatory Agreement, and the Deed of Trust.
(rr) "Marketing Plan" has the meaning set forth in Section 3.13. (ss) "NEPA" has the meaning set forth in Recital F.
(tt) "Note" means the promissory note, dated as of [May 1, 2022], that evidences Borrower's obligation to repay the Loan.
(uu) "Notice of Completion" means the Notice of Completion executed by Borrower in the form specified in California Civil Code Section 8182. 278
6 (vv) "Partnership Agreement" means the Agreement of Limited Partnership executed by the partners of Borrower, to be amended and restated upon admittance of the Investor Limited Partner as a limited partner to the partnership, and as may be further amended from time to time.
(ww) "Permitted Transfer" has the meaning set forth in Section 4.13(c). (xx) "Property" has the meaning set forth in Recital C. (yy) "Regulatory Agreement" means the Regulatory Agreement and Declaration of Restrictive Covenants, dated as of [May 1, 2022], between the City and Borrower related to the Loan, to be recorded against the Borrower's interest in the Property. (zz) "Residual Receipts" in a particular calendar year shall mean the amount by which Gross Revenue exceeds Annual Operating Expenses. (aaa) "Schedule of Performance" means the schedule for performance as set forth in the AHDDLA.
(bbb) "Senior Lender" means any lender, its successors and assigns, making a loan under the Approved Financing, except for the County of Ventura and the City of Oxnard. (ccc) "Senior Lien" has the meaning set forth in Section 2.4. (ddd) "TCAC" means the California Tax Credit Allocation Committee. (eee) "Tenant" means the tenant household that occupies a unit in the Development.
(fff) "Transfer" has the meaning set forth in Section 4.13.

Section 1.2 Exhibits.

The following exhibits are attached to this Agreement and incorporated into this Agreement by this reference:

Exhibit A: Legal Description of the Property
ARTICLE 2.

LOAN PROVISIONS
Section 2.1 Loan.

Subject to the satisfaction of the conditions set forth in this Article, the City shall lend to Borrower the Loan for the purposes set forth in Section 2.3 of this Agreement. Borrower's obligation to repay the Loan is evidenced by the Note.

Section 2.2 Interest.
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7 Simple interest will accrue on the outstanding principal balance of the Loan at a per annum rate of simple interest at three percent (3%) commencing on the date of each disbursement.

Section 2.3 Use of Loan Funds.
(a) Borrower shall use the Loan funds to pay for the predevelopment activities and construction costs for the Development as set forth in the Approved Financing Plan and consistent with 24 C.F.R. Section 301(b). Borrower shall not use the Loan funds for any other purpose without the prior written consent of the City. Borrower agrees and acknowledges that no portion of the Loan funds may be used to assist any portion of the Development not restricted for occupancy by low-income households.
(b) During the entire HOME Reporting Term, the Borrower shall comply with the applicable HOME Regulations, the Regulatory Agreement, and this Agreement in the use of the Loan funds
Section 2.4 Security. The Deed of Trust will secure the Loan. At the Closing, the Deed of Trust shall be recorded against the Borrower's interest in the Property. Borrower shall secure its obligation to repay the Loan, as evidenced by the Note, by executing the Deed of Trust, and causing or permitting it to be recorded as a lien against the interest in the Property in lien position junior to the City's regulatory agreement related to a density bonus for the Development, liens and regulatory agreements related to the loans made by Senior Lenders and a regulatory agreement recorded by the County of Ventura and such other exceptions reasonably authorized by the City Manager (each, a "Senior Lien") provided the conditions in Section 2.8 are met. Borrower shall also cause or permit the Regulatory Agreement to be recorded against the interest in the Property, in a lien position junior to each Senior Lien provided the conditions in Section 2.8 are met.

Section 2.5 Conditions Precedent to Disbursement of Loan Funds. (a) The City shall disburse all the Loan proceeds at Closing; provided that the City shall not be obligated to make any disbursements of Loan funds or take any other action under the Loan Documents unless the following conditions precedent are satisfied prior disbursement of Loan funds:
(1) The conditions in Article 2 and Section 3.3 of the AHDDLA have been met;
(2) The Borrower has caused to be executed and delivered to the City all Loan Documents and any other instruments, and policies required under the Loan Documents; (3) The Deed of Trust and the Regulatory Agreement will be recorded against the Property in the Office of the Recorder of the County of Ventura through the Closing of Escrow as liens subject only to each Senior Lien; and (4) A title insurer reasonably acceptable to the City Manager is unconditionally and irrevocably committed to issuing a 2006 ALTA Lender's Policy of insurance 280
8 insuring the lien priority of the Deed of Trust in the amount of the Loan, subject only each Senior Lien and such exceptions and exclusions as may be reasonably acceptable to the City and containing such endorsements as the City Manager may reasonably require. (b) Notwithstanding any other provisions of this Agreement, the City shall have no further obligation to disburse any portion of the Loan to Borrower under this Agreement following: (i) termination of this Agreement; (ii) notification by the City to the Borrower of an Event of Default (excluding any Event of Default of the City) under terms of this Agreement until such time as the Event of Default has been cured.

Section 2.6 Repayment Schedule.
(a) Annual Payments. Commencing on the earlier of: (i) [July 1 st]of the first year after the City's issuance of a Certificate of Completion for the Improvements, or (ii) [July 1, 2025] (unless such date is extended in writing by the City under the AHDDLA), and on July 1 st of each year thereafter through the HOME Loan Term, Borrower shall make a Loan payment in an amount equal to the HOME Percentage of Lenders' Share of Residual Receipts for the previous calendar year (each, an "Annual Payment"). The Borrower shall provide the City with any documentation reasonably requested by the City to substantiate the Borrower's determination of Residual Receipts as further provided in the AHDDLA. The City shall apply all Annual Payments first, to accrued interest, and second, to principal. The Borrower may retain fifty percent (50%) of Residual Receipts.
(b) Special Repayment for Un-Leased HOME-Assisted Units. As required under 24 C.F.R. 92.252, if Borrower fails to lease any one of the HOME-Assisted Units within eighteen (18) months of the Completion of Construction of the Development, the Borrower shall repay to the City a proportionate share of the indebtedness of Borrower to the City under this Agreement and the Note attributable to each of the HOME-Assisted Units that has remained un- leased for the entire eighteen (18) month period, which amount shall be immediately due and payable.
(c) Payment in Full. Borrower shall pay all outstanding principal and accrued interest on the Loan, in full, on the earliest to occur of: (1) the City 's acceleration of the Note in accordance with Section 5.2 hereof; and (2) the expiration of the HOME Loan Term. (d) Prepayment. Borrower may prepay the Loan at any time without premium or penalty. However, the Regulatory Agreement will remain in effect for the entire HOME Reporting Term, and the Deed of Trust will remain in effect for the entire HOME Loan Term, regardless of any prepayment.

Section 2.7 Non-Recourse. Except as provided below, the Borrower shall not have any direct or indirect personal liability for payment of the principal of, or interest on, the Loan or the performance of the covenants of the Borrower under the Deed of Trust. The sole recourse of the City with respect to the principal of, or interest on, the Note and defaults by the Borrower in the performance of its covenants under the Deed of Trust shall be to the property described in the Deed of Trust; provided, however, that nothing contained in the foregoing limitation of liability shall (a) limit or impair the enforcement against all such security for the Note and of all the rights and remedies of the City thereunder, or (b) be deemed in any way to impair the right of the City 281
9 to assert the unpaid principal amount of the Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto. The foregoing limitation of liability is intended to apply only to the obligation for the repayment of the principal of, and payment of interest on the Note and the performance of the Borrower's obligations under the Deed of Trust, except as hereafter set forth; nothing contained herein is intended to relieve the Borrower's obligation to indemnify the City under this Agreement, or liability for: (i) fraud or willful misrepresentation; (ii) the failure to pay taxes, assessments or other charges which may create liens on the Borrower's interest of the Property that are payable or applicable prior to any foreclosure under the Deed of Trust (to the full extent of such taxes, assessments or other charges); (iii) the fair market value of any personal property or fixtures removed or disposed of by the Borrower other than in accordance with the Deed of Trust; and (iv) the misappropriation of any proceeds under any insurance policies or awards resulting from condemnation or the exercise of the power of eminent domain or by reason of damage, loss or destruction to any portion of the Development.

Section 2.8 Subordination. The Deed of Trust shall be subordinated to each Senior Lien and to other liens approved by the City Manager securing financing set forth in the Approved Financing Plan, if any, but only on condition that all of the following conditions are satisfied:
(a) All of the proceeds of the proposed Senior Lien, less any transaction costs, must be used to provide construction and/or permanent financing for the Development. (b) The subordination agreement(s) must be structured to minimize the risk that the Deed of Trust would be extinguished as a result of a foreclosure by the Senior Lender or other holder of the Senior Lien. To satisfy this requirement, the subordination agreement must provide the City with adequate rights to cure any defaults by the Borrower, including: (i) providing the City or its successor with copies of any notices of default at the same time and in the same manner as provided to the Borrower; and (ii) providing the City with a cure period to cure any default.
(c) The subordination(s) described in this section may be effective only during the original term of the Senior Lien and any refinancing of the Senior Lien.

ARTICLE 3.

CONSTRUCTION OF THE IMPROVEMENTS
Section 3.1 Schedule of Performance.

Borrower shall perform the tasks described in the Schedule of Performance no later than the dates set forth in the Schedule of Performance, subject to Section 6.14, and as may be modified from time to time as provided in the AHDDLA.

Section 3.2 Permits and Approvals.

The Improvements shall be developed substantially in accordance the terms and conditions of the land use permits and approvals and building permits for the Development, including any variances granted. Borrower shall construct the Development in conformance with 282
10 the plans and specifications approved by the City pursuant to the AHDDLA. Any changes in the work required to be performed under this Agreement, including any additions, changes, or deletions to the plans and specifications, shall be approved by the City.

Section 3.3 Commencement of Construction.

Borrower shall cause the Commencement of Construction of the Development no later than the date set forth in the Schedule of Performance, which in no event shall be any later than twelve (12) months from the Effective Date. For the purposes of this Agreement, "Commencement of Construction" means the date set for the start of construction of the Development in the notice to proceed issued by Borrower to Borrower's general contractor.

Section 3.4 Completion of Construction.

The Borrower shall diligently prosecute to completion the construction of the Development no later than the date set forth in the Schedule of Performance. Borrower shall record a Notice of Completion within ten (10) days of Completion of Construction of the Development and provide the City a copy of the recorded Notice of Completion. The City shall provide the Borrower the Certificate of Completion as provided in the AHDDLA.

Section 3.5 Compliance with Applicable Laws.
(a) Compliance with Laws. To the extent applicable, Borrower shall cause all work performed in connection with the Development to be performed in compliance with all applicable laws, ordinances, rules and regulations of federal, state, county or municipal governments or agencies now in force or that may be enacted hereafter including without limitation and to the extent applicable, (1) the property standards set out in 24 C.F.R. 5.701 et seq. and 24 C.F.R. 92.251 or adopted by the City in conformance therewith; and (2) all directions, rules and regulations of any fire marshal, health officer, building inspector, or other officer of every governmental agency now having or hereafter acquiring jurisdiction. The work will proceed only after procurement of each permit, license, or other authorization that may be required by any governmental agency having jurisdiction, and Borrower shall be responsible to the agency for the procurement and maintenance thereof, as may be required of Borrower and all entities engaged in work on the Development.
(b) Prevailing Wages.
(1) This Agreement has been prepared with the intention that the financial assistance provided by the City under this Agreement meets the exception set forth in Labor Code Section 1720(c)(5)(E) to the general requirement that state prevailing wages be paid in connection with construction work that is paid for in whole or in part out of public funds.

However, to the extent another funding source for the Development or a future court decision or a Department of Industrial Relations determination requires the payment of prevailing wages on the Development and related requirements under the Labor Code, then the Borrower shall pay prevailing wages on the Development and meet other related requirements under the Labor Code in the construction of the Development.
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11 (2) Without limiting the generality of the indemnification set forth in Section 6.3 below, the Borrower shall indemnify, to the extent not prohibited by applicable law, the City, its councilmembers, commissioners, officials, employees and agents, against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including the Borrower, or its contractors or subcontractors) to pay prevailing wages as determined pursuant to Labor Code Sections 1720 et seq., and prevailing wage requirements of the federal Davis-Bacon Act (40 USC 3141-3148), to employ apprentices pursuant to Labor Code Sections 1777.5 et seq., and implementing regulations of the DIR or to comply with the other applicable provisions of Labor Code Sections 1720 et seq., 1777.5 et seq., and the implementing regulations of the DIR in connection with the performance of the development activities or any other work undertaken or in connection with the Property. The requirements in this subsection survive the repayment of the Loan, and the reconveyance of the Deed of Trust.
(c) Section 3 Training Opportunities. The prime contractor and all subcontractors shall be required to comply with the Section 3 Training Opportunities set forth in Section 4.7(b)(10)(C) of this Agreement.
(d) Accessibility Requirements. The Borrower shall construct the Development to comply with all applicable federal and state disabled persons accessibility requirements including but not limited to the Federal Fair Housing Act, Section 504 of the Rehabilitation Act of 1973, Title II and/or Title III of the Americans with Disabilities Act of 1990, Title 24 of the California Code of Regulations and the Uniform Federal Accessibility Standards ("UFAS"). In compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794, et seq.), a minimum of four (4) Units, representing five percent (5%) of the Units in the Development, shall be constructed to be readily accessible and usable by households with a mobility impaired member and a minimum of two (2) Units, representing two percent (2%) of the Units in the Development) shall be constructed and to be readily accessible and usable by households with a hearing or visually impaired member. All Units in the Development shall also be built to comply with the Uniform Federal Accessibility Standards under 49 C.F.R. 31528.

Section 3.6 Equal Opportunity.
(a) During the construction of the Development there shall be no discrimination on the basis of race, color, creed, religion, age, sex, sexual orientation, gender identity, marital status, familial status, disability, national origin or ancestry, or source of income, in the hiring, firing, promoting or demoting of any person engaged in the construction work.
(b) In providing services supported in whole or in part with federal financial assistance, and in their outreach activities related to such services, program participants shall not discriminate against current or prospective program beneficiaries on the basis of religion, a religious belief, a refusal to hold a religious belief, or a refusal to attend or participate in a religious practice. A faith-based organization that is a recipient or subrecipient of HOME funds is eligible to use such funds as provided under the federal regulations without impairing its independence, autonomy, expression of religious beliefs, or religious character. Such organization will retain its independence from federal, state, and local government, and may continue to carry out its mission, including the definition, development, practice, and expression 284
12 of its religious beliefs, provided that it does not use direct program funds to support or engage in any explicitly religious activities, including activities that involve overt religious content, such as worship, religious instruction, or proselytization, or any manner prohibited by law. Among other things, faith-based organizations may use space in their facilities to provide program-funded services, without removing or altering religious art, icons, scriptures, or other religious symbols.

In addition, a HOME program-funded religious organization retains its authority over its internal governance, and it may retain religious terms in its organization's name, select its board members on a religious basis, and include religious references in its organization's mission statements and other governing documents.
(c) Nothing in this Section prohibits the Borrower from requiring HOME- Assisted Units in the Development to be available to and occupied by income eligible households in accordance with the Regulatory Agreement.

Section 3.7 Minority and Women-Owned Contractors.

Borrower shall use its best efforts to afford minority-owned and women-owned business enterprises the maximum practicable opportunity to participate in the construction of the Development. Borrower shall, at a minimum, notify applicable minority-owned and women- owned business firms located in Ventura County of bid opportunities for the construction of the Development. Documentation of such notifications must be maintained by Borrower and available to the City as requested.

Section 3.8 Construction Responsibilities.
(a) Borrower is responsible for the coordination and scheduling of the work to be performed so that commencement and completion of the construction of the Development will take place in accordance with this Agreement.
(b) Borrower is solely responsible for all aspects of Borrower's conduct in connection with the Development, including (but not limited to) the quality and suitability of the plans and specifications, the supervision of construction work, and the qualifications, financial condition, and performance of all architects, engineers, contractors, subcontractors, suppliers, consultants, and property managers. Any review or inspection undertaken by the City with reference to the Development is solely for the purpose of determining whether Borrower is properly discharging its obligations to the City, and may not be relied upon by Borrower or by any third parties as a warranty or representation by the City as to the quality of the design or construction of the Development.

Section 3.9 Mechanics Liens, Stop Notices, and Notices of Completion. (a) If any claim of lien is filed against the Property or a stop notice affecting the Loan is served on the City or any other lender or other third party in connection with the Development, then Borrower shall, within twenty (20) days after such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to the City a surety bond in sufficient form and amount, or provide the City with other assurance satisfactory to the City that the claim of lien or stop notice will be paid or discharged. 285
13 (b) If Borrower fails to discharge any lien, encumbrance, charge, or claim in the manner required in this Section or obtain a surety bond, then in addition to any other right or remedy, the City may (but is under no obligation to) discharge such lien, encumbrance, charge, or claim at Borrower's expense. Alternately, the City may require Borrower to immediately deposit with the City the amount necessary to satisfy such lien or claim and any costs, pending resolution thereof. The City may use such deposit to satisfy any claim or lien that is adversely determined against Borrower.
(c) Borrower shall file a valid notice of cessation or Notice of Completion upon cessation of construction work on the Development for a continuous period of thirty (30) days or more, and take all other steps necessary to forestall the assertion of claims of lien against the Property. Borrower authorizes the City, but the City has no obligation, to record any notices of completion or cessation of labor, or any other notice that the City deems necessary or desirable to protect its interest in the Development.

Section 3.10 Inspections.
(a) The Borrower shall permit and facilitate, and shall require its contractors to permit and facilitate, observation and inspection of the Development by the City and by public authorities during reasonable business hours upon forty-eight (48) hours' written notice for the purposes of determining compliance with this Agreement, provided, however, that nothing in this Agreement shall entitle the City to enter an occupied unit in the Development without notice to the tenant thereof, which the Borrower shall deliver on behalf of the City, and permission from such tenant to the extent such permission is required by law. Such inspections do not relieve the Borrower, or its contractors, from any applicable requirement to obtain other City inspections in connection with the construction of the Improvements.
(b) After the completion of an inspection the City shall deliver a copy of the inspection report to the Borrower. If the City determines as a result of such inspection that there are any life-threatening health and safety related deficiencies, Borrower has the obligation to correct such deficiencies immediately, in accordance with 24 C.F.R. 92.251. If the City determines as a result of the inspection that there are any deficiencies for any of the inspectable items in the Development, the Borrower shall correct such deficiencies within fifteen (15) days from the delivery of the inspection report or if a period longer than fifteen (15) days is reasonably necessary to correct the deficiency, then Borrower must begin to correct the deficiency within fifteen (15) days and correct the deficiency as soon as reasonably possible. In addition, the Borrower acknowledges that the City may re-inspect the Development to verify all deficiencies have been corrected or rely on third party documentation submitted by the Borrower for non-hazardous deficiencies in conformance with 24 C.F.R. 92.504(d).

Section 3.11 Approved Financing Plan.

As of the date of this Agreement, the City has approved the Approved Financing Plan pursuant to the AHDDLA, and which may amend from time to time as provided in the AHDDLA.

Section 3.12 Development Fee. The maximum development fee to be paid to the Borrower (or any other organization or entity, including any entity Controlled by the Borrower) 286
14 for development and construction management services shall be in the amount approved by the City in the AHDDLA as it may be revised from time to time. Except for the Development Fee, compensation paid under the construction contract for the Improvements, and the fees set forth in Section 4.3(c)(i) of the AHDDLA, no compensation from any source shall be received by or be payable to the Borrower, any entity Controlled by the Borrower or any general partner of Borrower in connection with the provision of development and construction management services for the construction of the Improvements
Section 3.13 Marketing Plan.
(a) No later than six (6) months prior to the projected date of the Completion of Construction of the Improvements, Borrower shall submit to the City for approval its plan for marketing the Development to income-eligible households as required pursuant to the Regulatory Agreement, including information on affirmative marketing efforts and compliance with fair housing laws and 24 C.F.R. 92.351(a) (the "Marketing Plan"). (b) Upon receipt of the Marketing Plan, the City will promptly review the Marketing Plan and will approve or disapprove it within fifteen (15) business days after submission. If the Marketing Plan is not approved, Borrower shall submit a revised Marketing Plan within fifteen (15) business days. Borrower shall follow this procedure for resubmission of a revised Marketing Plan until the Marketing Plan is approved by the City. (c) If after five (5) months after the Completion of Construction any HOME- Assisted Unit remains unoccupied, the Borrower shall submit a detailed report of the ongoing marketing efforts, and if deemed appropriate by the City, any necessary amendments or updates to the Marketing Plan aimed at ensuring any unoccupied HOME-Assisted Unit is promptly leased. If any of the HOME-Assisted Units remain unoccupied eleven (11) months after the Completion of Construction, the Borrower shall submit a detailed report of the ongoing marketing efforts and submit to the City an update to the Marketing Plan. Failure to lease all of the HOME-Assisted Units to an eligible tenant within eighteen (18) months of Completion of Construction shall trigger the special repayment pursuant to Section 2.6(b).

ARTICLE 4.

LOAN REQUIREMENTS
Section 4.1 HOME Match and Per Unit Subsidy Requirement. (a) The Borrower shall ensure that the Loan is matched with a minimum of Four Hundred Thousand Dollars ($400,000) in other, non-federal sources, pursuant to and eligible under applicable HOME regulations, to be used to fund the construction of the Development.
(b) The total amount of the Loan may not exceed the maximum per unit subsidy for HOME-Assisted Units amount established under 24 C.F.R. §92.250. The City has determined that the applicable maximum per unit subsidy applicable to the Development at the time of this Agreement is: (1) Two Hundred Thirteen Thousand Seven Hundred Eighteen Dollars ($213,718.00) for a two-bedroom unit, and (2) Two Hundred Seventy-Six Thousand Four Hundred Eighty-Two Dollars ($276,482.00) for a three-bedroom unit. 287
15 Section 4.2 Financial Accountings and Post-Completion Audits. (a) No later than ninety (90) days following Completion of Construction of the Development, Borrower shall provide to the City a financial accounting of all sources and uses of funds for the Development. No later than one hundred fifty (150) days following Completion of Construction of the Development, or such other period as may be allowed by TCAC for a similar requirement, Borrower shall submit to the City a copy of the cost certification report prepared by the Borrower's accountant and submitted to TCAC showing the sources and uses of all funds utilized for the Development Improvements (b) This requirement may be satisfied by providing the Final Cost Certification to the City. "Final Cost Certification" means the Final Cost Certification Sources and Uses of Funds prepared by Borrower for the Development that: (1) Borrower submits to TCAC; and (2) has been prepared using generally accepted accounting procedures in effect in the United States from time to time, consistently applied.

Section 4.3 Annual Operating Budget.

At the beginning of each year of the HOME Loan Term, Borrower shall provide to the City an annual budget for the operation of the Development.

Section 4.4 Information.

Borrower shall provide any information related to the Development reasonably requested by the City in connection with the Development, including (but not limited to) any information required by HUD in connection with Borrower's use of the Loan funds.

Section 4.5 Records.
(a) Borrower shall keep and maintain at the Development, or at the corporate offices of the Borrower's general partner, or elsewhere with the City's written consent, full, complete and appropriate books, records and accounts relating to the Development, including all such books, records and accounts necessary or prudent to evidence and substantiate in full detail Borrower's calculation of Residual Receipts, and disbursements of Residual Receipts. Books, records and accounts relating to Borrower's compliance with the terms, provisions, covenants and conditions of this Agreement. All applicable financial documents are to be kept and maintained in accordance with generally accepted accounting principles consistently applied.

All such books, records, and accounts shall at reasonable times be open to and available for inspection and copying by HUD, the City, its auditors or other authorized representatives at reasonable intervals during normal business hours and forty-eight (48) hours' prior written notice to Borrower. Borrower shall preserve such records for a period of not less than five (5) years after the creation of such records in compliance with all HUD records and accounting requirements. Copies of all tax returns and other reports that Borrower may be required to furnish to any governmental agency are to be open for inspection by the City at all reasonable times at the place that the books, records and accounts of Borrower are kept. If any litigation, claim, negotiation, audit exception, monitoring, inspection or other action relating to the use of the Loan is pending at the end of the record retention period stated herein, then Borrower shall retain the records until such action and all related issues are resolved. The records are to include 288
16 all invoices, receipts, and other documents related to expenditures from the Loan funds.

Borrower shall cause records to be accurate and current and in such a form as to allow the City to comply with the record keeping requirements contained in 24 C.F.R. 92.508. Such records are to include but are not limited to:
(1) Records providing a full description of the activities undertaken with the use of the Loan funds;
(2) Records demonstrating compliance with City and HUD property standards and lead-based paint requirements, including, as applicable, the Uniform Physical Conditions Standards established by HUD pursuant to 24 C.F.R. 5.703; (3) Records documenting compliance with the fair housing, equal opportunity, and affirmative fair marketing requirements; (4) Financial records as required by 24 C.F.R. 92.505, and Uniform Grant Guidance (2 C.F.R. Part 200);
(5) Records demonstrating compliance with the Tenant Selection Plan requirements pursuant to 24 C.F.R. 92.253(d), and HOME affordability and income requirements;
(6) Records demonstrating compliance with MBE/WBE requirements; (7) Records demonstrating compliance with 24 C.F.R. Part 75 which implements Section 3 of the Housing Development Act of 1968; (8) Records demonstrating compliance with applicable relocation requirements, which must be retained for at least five (5) years after the date by which persons displaced from the property have received final payments; (9) Records demonstrating compliance with applicable labor requirements including certified payrolls from Borrower's general contractor evidencing that applicable prevailing wages have been paid.
(10) Records demonstrating compliance with 24 C.F.R. 8.20. (b) The City shall notify Borrower of any records it deems insufficient.

Borrower has thirty (30) calendar days after the receipt of such a notice to correct any deficiency in the records specified by the City in such notice, or if a period longer than thirty (30) days is reasonably necessary to correct the deficiency, then Borrower must begin to correct the deficiency within thirty (30) days and correct the deficiency as soon as reasonably possible.

Section 4.6 City Audits.

Each year, Borrower shall provide the City with a copy of Borrower's annual audit, which shall include information on all of Borrower's activities (if any) and not just those pertaining to the Development. In addition, the City or any designated agent or employee of the City at any time shall be entitled to audit all of Borrower's books, records, and accounts pertaining thereto and the 289
17 Borrower and the Borrower's general partners shall submit all other financial information pertaining to the Development as is reasonably requested by the City or determined by the City as necessary for compliance with the requirements of 24 C.F.R. 504(d). Borrower shall also follow audit requirements of the Single Audit Act and Uniform Grant Guidance (UGG) 2 C.F.R. Part 200.

Such audit shall be conducted during normal business hours at the principal place of business of Borrower and other places where records are kept. Immediately after the completion of an audit by the City, the City shall deliver a copy of the results of such audit to Borrower.

Section 4.7 HOME Requirements.
(a) Borrower shall comply with all applicable laws and regulations governing the use of the HOME Loan funds as set forth in 24 C.F.R. Part 92, including the requirements of the Regulatory Agreement during the HOME Reporting Term. In the event of any conflict between this Agreement and applicable laws and regulations governing the use of the Loan funds, the applicable laws and regulations govern. During the HOME Reporting Term, these requirements are federal requirements, implemented by the City. (b) The laws and regulations governing the use of the Loan funds include (but are not limited to) the following:
(1) Eligible Project Costs. Restrictions on funding only eligible project costs as defined under 24 C.F.R. 92.206 (subject to Section 2.3 above). (2) Environmental and Historic Preservation. 24 C.F.R. Part 50 and 24 C.F.R. Part 58, which prescribe procedures for compliance with the National Environmental Policy Act of 1969 (42 U.S.C. 4321-4361), and the additional laws and authorities listed at 24 C.F.R. 58.5.
(3) Debarred, Suspended or Ineligible Contractors. The prohibition on the use of debarred, suspended, or ineligible contractors set forth in 24 C.F.R. Part 24. (4) Civil Rights, Housing and Community Development, and Age Discrimination Acts. The Fair Housing Act (42 U.S.C. 3601 et seq.) and implementing regulations at 24 C.F.R. Part 100; Title VI of the Civil Rights Act of 1964 as amended; Title VIII of the Civil Rights Act of 1968 as amended; Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended; Section 504 of the Rehabilitation Act of 1973 (29 USC 794, et seq.); the Age Discrimination Act of 1975 (42 USC 6101, et seq.); Executive Order 11063 as amended by Executive Order 12259 and implementing regulations at 24 C.F.R. Part 107; Executive Order 11246 as amended by Executive Orders 11375, 12086, 11478, 12107; Executive Order 11625 as amended by Executive Order 12007; Executive Order 12432; Executive Order 12138 as amended by Executive Order 12608, Executive Order 13672 concerning gender identity.
(5) Lead-Based Paint. The requirement of the Lead-Based Paint Poisoning Prevention Act, as amended (42 U.S.C. 4821 et seq.), the Residential Lead-Based Paint Hazard Reduction Act (42 U.S.C. 4851 et seq.), and implementing regulations at 24 C.F.R.

Part 35 and 24 C.F.R. 92.355.
290
18 (6) Relocation. The requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601, et seq.), and implementing regulations at 49 C.F.R. Part 24; 24 C.F.R. 570.606; Section 104(d) of the Housing and Community Development Act of 1974 and implementing regulations at 24 C.F.R. 42 et seq.; 24 C.F.R. 92.353; and California Government Code Section 7260 et seq. and implementing regulations at 25 California Code of Regulations Sections 6000 et seq. If and to the extent that development of the Development results in the permanent or temporary displacement of residential tenants, homeowners, or businesses, then Borrower shall comply with all applicable local, state, and federal statutes and regulations with respect to relocation planning, advisory assistance, and payment of monetary benefits. If and to the extent applicable, Borrower shall prepare and submit a relocation plan to the City for approval. Borrower is solely responsible for payment of any relocation benefits to any displaced persons and any other obligations associated with complying with such relocation laws. Borrower shall indemnify, defend (with counsel reasonably chosen by the City), and hold harmless the City against all claims that arise out of relocation obligations to residential tenants, homeowners, or businesses permanently or temporarily displaced by the Development. (7) Discrimination against the Disabled. The requirements of the Fair Housing Act (42 U.S.C. 3601 et seq.) and implementing regulations at 24 C.F.R. Part 100; Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), the Uniform Federal Accessibility Standards (24 C.F.R. 8.20, et seq. 8.51) and federal regulations issued pursuant thereto, which prohibit discrimination against the disabled in any federally assisted program, the requirements of the Architectural Barriers Act of 1968 (42 U.S.C. 4151-4157) and the applicable requirements of Title II and/or Title III of the Americans with Disabilities Act of 1990 (42 U.S.C. 12131 et seq.), and federal regulations issued pursuant thereto. (8) Clean Air and Water Acts. The Clean Air Act, as amended, 42 U.S.C. 7401 et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., and the regulations of the Environmental Protection Agency with respect thereto, at 40 C.F.R. Part 1500, as amended from time to time.
(9) Uniform Administrative Requirements. The provisions of 2 C.F.R. 200 regarding Uniform Administrative Requirements, Cost Principles, And Audit Requirements for Federal Awards.
(10) Training Opportunities. The requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701(u) and implementing Regulations at 24 C.F.R. 75 ("Section 3"). (A) The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. Section 1701(u). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. (B) The parties to this contract agree to comply with HUD's regulations in 24 C.F.R. 135 et seq., which implement Section 3. As evidenced by their 291
19 execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. (C) Pursuant to Section 3, to the greatest extent feasible, and consistent with existing Federal, state, and local laws and regulations Borrower shall ensure:
(i) that employment and training opportunities arising in connection with the Development are provided to Section 3 workers within the metropolitan area (or nonmetropolitan county) in which the Development is located. Where feasible, priority for opportunities and training described above should be given to: (i) Section 3 workers residing within the service area or the neighborhood of the project, and (ii) participants in YouthBuild programs; and
(ii) that contracts for work awarded in connection with the Development are provided to business concerns that provide economic opportunities to Section 3 workers residing within the metropolitan area (or nonmetropolitan county) in which the Development is located. Where feasible, priority for opportunities and training described above should be given to: (i) Section 3 business concerns that provide economic opportunities to Section 3 workers residing within the service area or the neighborhood of the Development, and (ii) participants in YouthBuild programs.
(D) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this Section 3 clause; and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference; shall set forth minimum number and job titles subject to hire; availability of apprenticeship and training positions; the qualifications for each; the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. (E) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 C.F.R. 135 et seq., and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 C.F.R. 135 et seq. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 C.F.R. 135 et seq.
(F) The contractor will certify that any vacant employment positions, including training positions, that are filled (i) after the contractor is selected but before the contract is executed, and (ii) with persons other than those to whom the regulations of 24 C.F.R. 135 et seq. require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 C.F.R. 135 et seq. (G) Borrower will be considered to have complied with the Section 3 requirements, in the absence of evidence to the contrary, if it certifies that it has 292
20 followed the prioritization of effort set forth in subsection (C) above, and meets or exceeds the applicable Section 3 benchmark as described in 24 C.F.R. 75.23(b). (H) Borrower shall maintain records of its Section 3 activities and cause such records to be accurate and current and in a form that allows the City to comply with the reporting requirements of 24 C.F.R. 75.25.
(I) Borrower shall require all contractors and subcontractors performing work on the Development to comply with the Section 3 requirements. (J) Noncompliance with HUD's regulations in 24 C.F.R. 135 et seq. may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts.
(11) Labor Standards. The labor requirements set forth in 24 C.F.R.

92.354; the prevailing wage requirements of the Davis-Bacon Act and implementing rules and regulations (40 U.S.C. 3141-3148); the Copeland "Anti-Kickback" Act (40 U.S.C. 276(c)) which requires that workers be paid at least once a week without any deductions or rebates except permissible deductions; the Contract Work Hours and Safety Standards Act – CWHSSA (40 U.S.C. 3701-3708) which requires that workers receive "overtime" compensation at a rate of 1- 1/2 times their regular hourly wage after they have worked forty (40) hours in one (1) week; and Title 29, Code of Federal Regulations, Subtitle A, Parts 1, 3 and 5 are the regulations and procedures issued by the Secretary of Labor for the administration and enforcement of the Davis- Bacon Act, as amended.
(12) Drug Free Workplace. The requirements of the Drug Free Workplace Act of 1988 (P.L. 100-690) and implementing regulations at 24 C.F.R. Part 24. (13) Anti-Lobbying; Disclosure Requirements. The disclosure requirements and prohibitions of 31 U.S.C. 1352 and implementing regulations at 24 C.F.R.

Part 87.
(14) Historic Preservation. The historic preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. Section 470) and the procedures set forth in 36 C.F.R. Part 800. If archeological, cultural, or historic period resources are discovered during construction, all construction work must come to a halt and Borrower shall immediately notify the City. Borrower shall not alter or move the discovered material(s) until all appropriate procedures for "post-review discoveries" set forth in Section 106 of the National Historic Preservation Act have taken place, which include, but are not limited to, consultation with the California State Historic Preservation Officer and evaluation of the discovered material(s) by a qualified professional archeologist. (15) Flood Disaster Protection. The requirements of the Flood Disaster Protection Act of 1973 (P.L. 93-234) (the "Flood Act"). No portion of the assistance provided under this Agreement is approved for acquisition or construction purposes as defined under Section 3(a) of the Flood Act, for use in an area identified by HUD as having special flood hazards which is not then in compliance with the requirements for participation in the national flood insurance program pursuant to Section 201(d) of the Flood Act. The use of any assistance 293
21 provided under this Agreement for such acquisition or construction in such identified areas in communities then participating in the National Flood Insurance Program is subject to the mandatory purchase of flood insurance requirements of Section 102(a) of the Flood Act. If the Property is located in an area identified by HUD as having special flood hazards and in which the sale of flood insurance has been made available under the National Flood Insurance Act of 1968, as amended, 42 U.S.C. 4001 et seq., the property owner and its successors or assigns must obtain and maintain, during the ownership of the Property, such flood insurance as required with respect to financial assistance for acquisition or construction purposes under -Section 102(s) of the Flood Act. Such provisions are required notwithstanding the fact that the construction on the Property is not itself funded with assistance provided under this Agreement. (16) Religious Organizations. If the Borrower is a religious organization, as defined by the HOME requirements, the Borrower shall comply with all conditions prescribed by HUD for the use of HOME funds by religious organizations, including the First Amendment of the United States Constitution regarding church/state principles and the applicable constitutional prohibitions set forth in 24 C.F.R. 92.257. (17) HUD Regulations. Any other HUD regulations present or as may be amended, added, or waived in the future pertaining to the Loan funds. (18) Physical Needs Assessment. During the HOME Reporting Term, the Borrower shall conduct, or caused to be conducted, a physical needs assessment on the Development once every five (5) years from the date that the Construction of the Development is completed. The Borrower shall comply with all HUD requirements for conducting and documenting the physical needs assessment and shall provide the City with a copy of all documentation related to each physical needs assessment conducted, or caused to be conducted, by the Borrower.
(19) VAWA Requirements. The requirements of the Violence Against Women Act at 24 C.F.R. part 5, subpart L. The owner of HOME-assisted rental housing must provide the notice and certification form described in 24 CFR 5.2005(a) to the applicant for a HOME-assisted unit at the time the applicant is admitted to a HOME-assisted unit, or denied admission to a HOME-assisted unit based on the owner's tenant selection policies and criteria.

The owner of HOME-assisted rental housing must also provide the notice and certification form described in 24 CFR 5.2005 with any notification of eviction from a HOME-assisted unit.

Section 4.8 Hazardous Materials.
(a) Borrower shall keep and maintain the Property in compliance with, and may not cause or permit the Property to be in violation of any federal, state or local laws, ordinances or regulations relating to industrial hygiene or to the environmental conditions on, under or about the Property including, but not limited to, soil and ground water conditions.

Borrower may not use, generate, manufacture, store or dispose of on, under, or about the Property or transport to or from the Property any flammable explosives, radioactive materials, hazardous wastes, toxic substances or related materials, including without limitation, any substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," or "toxic substances" under any applicable federal or state laws or regulations (collectively referred to hereinafter as "Hazardous Materials") except such of the 294
22 foregoing as may be customarily used in construction of projects like the Development or kept and used in and about residential property of this type. (b) Borrower shall immediately advise the City in writing if at any time it receives written notice of: (1) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Borrower or the Property pursuant to any applicable federal, state or local laws, ordinances, or regulations relating to any Hazardous Materials, ("Hazardous Materials Law"); (2) all claims made or threatened by any third party against Borrower or the Property relating to damage, contribution, cost recovery compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in clauses (1) and (2) above are hereinafter referred to as "Hazardous Materials Claims"); and (3) Borrower's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that could cause the Property or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Materials Law.
(c) The City has the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims and to have its reasonable attorneys' fees in connection therewith paid by Borrower, provided that no such payment of attorney's fees will be required if the Hazardous Materials Claims arise as a result of the activities of the City. Borrower shall indemnify and hold harmless the City and its board members, supervisors, directors, officers, employees, agents, successors and assigns from and against any loss, damage, cost, expense or liability directly or indirectly arising out of or attributable to the use, generation, storage, release, threatened release, discharge, disposal, or presence of Hazardous Materials on, under, or about the Property including without limitation:
(1) all foreseeable consequential damages; (2) the costs of any required or necessary repair, cleanup or detoxification of the Property and the preparation and implementation of any closure, remedial or other required plans and (3) all reasonable costs and expenses incurred by the City in connection with clauses (1) and (2), including but not limited to reasonable attorneys' fees and consultant's fees. This indemnification applies whether or not any government agency has issued a cleanup order. Losses, claims, costs, suits, liability, and expenses covered by this indemnification provision include, but are not limited to: (A) losses attributable to diminution in the value of the Property; (B) loss or restriction of use of rentable space on the Property; (C) adverse effect on the marketing of any rental space on the Property; and (D) penalties and fines levied by, and remedial or enforcement actions of any kind issued by any regulatory agency (including but not limited to the costs of any required testing, remediation, repair, removal, cleanup or detoxification of the Property and surrounding properties). (d) Without the City's prior written consent, which will not be unreasonably withheld, Borrower may not take any remedial action in response to the presence of any Hazardous Materials on, under or about the Property (other than in emergency situations or as required by governmental agencies having jurisdiction), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Material Claims.

Section 4.9 Maintenance and Damage.

The Borrower hereby agrees that, prior to completion of the Improvements, the portions of the Property undergoing construction shall be maintained in a neat and orderly condition to 295
23 the extent practicable and in accordance with industry health and safety standards, and that, once the Improvements are completed, the Development shall be well maintained by the Borrower as to both external and internal appearance of the Improvements, the common areas, and the open spaces. The Borrower shall maintain the Development in good repair and working order, and in a neat, clean and orderly condition, including the walkways, driveways, alleyways and landscaping, and from time to time make all necessary and proper repairs, renewals, and replacements.

Section 4.10 Fees and Taxes.

The Borrower shall apply for and shall thereafter use good faith efforts to obtain an exemption from local property taxes pursuant to Section 214(g) of the California Revenue and Taxation Code. The Borrower shall pay all unabated real property taxes on the Development, personal property taxes, assessments and charges and all franchise, income, employment, old age benefit, withholding, sales, and other taxes assessed against it, or payable by it, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching to the Property or the Borrower's fee interest in the Property; provided, however, that the Borrower shall have the right to contest in good faith any such taxes, assessments, or charges. In the event the Borrower exercises its right to contest any tax, assessment, or charge against it, the Borrower, on final determination of the proceeding or contest, shall immediately pay or discharge any decision or judgment rendered against it, together with all costs, charges and interest.

Section 4.11 Operation of Development as Affordable Housing. (a) Promptly after completion of construction and for the HOME Reporting Term, Borrower shall operate the Development as an affordable housing development consistent with: (1) HUD's requirements for use of the HOME Funds; (2) the Regulatory Agreement; and (3) any other regulatory requirements imposed on Borrower including but not limited to regulatory agreements associated with the City Loan, and low-income housing tax credits provided by TCAC.
(b) Before leasing any HOME-Assisted Unit in the Development, Borrower shall submit its proposed form of lease agreement for the City's review and approval. The lease must not contain any provision which is prohibited by 24 C.F.R. 92.253(b) and any modifications thereto. The initial term of the lease for any HOME-Assisted Unit in the Development will be for no less than one (1) year, except by mutual agreement between Borrower and the Tenant. Any Borrower termination of a lease agreement for any HOME- Assisted Unit in the Development or refusal to renew must be in conformance with 24 C.F.R.

92.253(c), and must be preceded by not less than sixty (60) days written notice to the Tenant by Borrower specifying the grounds for the action.
(c) Before leasing any HOME-Assisted Unit in the Development, Borrower shall provide the City, for its review and approval, with Borrower's written tenant selection plan (the "Tenant Selection Plan"), which plan shall be in compliance with the requirements of 24 C.F.R. 92.253(d), and the Marketing Plan.
(d) Borrower shall evaluate the income eligibility of each Tenant household in a HOME-Assisted Unit within sixty (60) days before the household's expected occupancy of one 296
24 of the HOME-Assisted Units. For all HOME-Assisted Units, Borrower shall certify or cause the property manager to certify each tenant household's income on an annual basis. (e) Borrower shall maintain all documents setting forth the household income of each household occupying a HOME-Assisted Unit, and the total amount for rent, utilities, and related services charged to each household occupying a HOME-Assisted Unit, as prescribed by the Regulatory Agreement and all other recorded regulatory restrictions.

Section 4.12 Nondiscrimination.

Borrower herein covenants by and for itself, its heirs, executors, administrators, successors and assigns, and all persons claiming under or through them, that there will be no discrimination against or segregation of a person or of a group of persons on account of race, color, religion, creed, age (except for lawful senior housing in accordance with state and federal law), familial status, disability, sex, sexual orientation, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor may Borrower or any person claiming under or through Borrower establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property.

Borrower shall comply with Executive Orders 11246, 11375, 11625, 12138, 12431, 12250, 13672, Title VII of the Civil Rights Act of 1964, the California Fair Housing and Employment Act and other applicable Federal, State and local laws and regulations and policies relating to equal employment and contracting opportunities, including laws and regulations hereafter enacted. The foregoing covenant will run with the land.

Section 4.13 Transfer.
(a) Definition. For purposes of this Agreement, "Transfer" means any sale, assignment, or transfer, whether voluntary or involuntary, of: (1) any rights and/or duties under this Agreement; and/or (2) any interest in the Development, including (but not limited to) a fee simple interest, a joint tenancy interest, a life estate, a partnership interest, a leasehold interest, a security interest, or an interest evidenced by a land contract by which possession of the Development is transferred and Borrower retains title. The term "Transfer" excludes the leasing of a Unit in the Development to an occupant in compliance with the Regulatory Agreement, and the leasing of any unrestricted units. The City Manager is authorized to execute assignment and assumption agreements on behalf of the City to implement any approved Transfer. (b) Prohibition. Except as expressly permitted in this Agreement, the Borrower represents and agrees that the Borrower shall not make or create, or suffer to be made or created, any Transfer, either voluntarily or by operation of law without the prior written approval of the City.
(1) The limitations on Transfers set forth in this Section shall apply throughout the HOME Loan Term.
(2) Any Transfer made in contravention of this Section shall be void and shall be deemed to be a default under this Agreement whether or not the Borrower knew of or participated in such Transfer.
297
25 (c) Permitted Transfers. Notwithstanding the foregoing, the following permitted Transfers shall be permitted and are hereby approved by the City (each a "Permitted Transfer"):
(1) Any Transfer permitted pursuant to the Approved Financing Plan. (2) Any Transfer directly resulting from the foreclosure of a lien of loan set forth in the Approved Financing Plan or the granting of a deed in lieu of foreclosure of a lien of a loan set forth in the Approved Financing Plan. (3) Any Transfer of stock or equity in any party that does not change management or operational Control of the Borrower, with no material change in beneficial ownership (with the exception of any conveyance to member(s) of the immediate family(ies) of the transferor(s) or trusts for their benefit) and which constitutes a tax-free transaction under Federal income tax law and California real estate transfer tax. (4) The lease of residential units in the Development consistent with this Agreement and the Regulatory Agreement.
(5) The admission of the Investor Limited Partner as a limited partner of the Borrower for the purposes of syndicating the low-income housing tax credits to obtain the tax credit equity, and the transfer and sale of limited partnership interests in Borrower while the Borrower is in the form of a limited partnership.
(6) In the event that any general partner of the Borrower, while the Borrower is in the form of a limited partnership, is removed by the Investor Limited Partner for cause following default under the Partnership Agreement, the Transfer of any general partner interest to a 501(c)(3) tax exempt nonprofit corporation or Affiliate selected by the Investor Limited Partner and approved by the City, which approval shall not be withheld unreasonably, delayed or conditioned.
(7) The grant and exercise of a right of first refusal in connection with the tax credit syndication of the Property.
(8) The Transfer of the Development from Borrower, while the Borrower is in the form of a limited partnership, to one or more of the general partners of the Borrower or their Affiliates at the end of the tax credit compliance period for the Development. (9) Any dilution of a general partner's interest in the Borrower while the Borrower is in the form of a limited partnership, in accordance with the Borrower's limited partnership agreement.

Section 4.14 Insurance Requirements.

Borrower shall maintain the following insurance coverage throughout the HOME Loan Term as set forth in Section 6.9 of AHDDLA.

Section 4.15 Anti-Lobbying Certification.
298
26 (a) Borrower certifies, to the best of Borrower's knowledge or belief, that:
(1) No federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement;
(2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, Disclosure Form to Report Lobbying, in accordance with its instructions.
(b) This certification is a material representation of fact upon which reliance was placed when this Agreement was made or entered into. Submission of this certification is a prerequisite for making or entering into this Agreement imposed by Section 1352, Title 31, U. S.

Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than Ten Thousand Dollars ($10,000) and no more than One Hundred Thousand Dollars ($100,000) for such failure.

Section 4.16 Affordability and Project Monitoring.
(a) Throughout the HOME Reporting Term, the Borrower shall comply with all applicable record keeping and monitoring requirements set forth in (24 C.F.R. Section

92.508) of the HOME Regulations and shall annually complete and submit to the City income and rent certifications for the HOME-Assisted Units in a format reasonable acceptable to the City, which acceptable format shall include the report of such information delivered to TCAC (b) Representatives of the City (and HUD or its authorized representatives) shall be entitled to enter the Property upon at least forty-eight (48) hours' notice at reasonable times to monitor compliance with this Agreement, to inspect the records of the Development with respect to the HOME-Assisted Units, and to conduct an independent audit of such records.

The Borrower agrees to cooperate with the City in making the Property available for such inspection. If for any reason the City is unable to obtain the Borrower's consent to such an inspection, the Borrower understands and agrees that the City may obtain, at the Borrower's expense, an administrative inspection warrant or other appropriate legal order to obtain access to and search the Property. The Borrower agrees to maintain records in a business-like manner and to make such records available to the City upon forty-eight (48) hours' notice at reasonable times. Unless the City otherwise approves, such records shall be maintained for the most recent five years until five years after the expiration of the HOME Reporting Term. (c) Throughout the HOME Loan Term, the Borrower grants the City inspection rights as set forth in Section 3.10 above, and throughout the HOME Reporting Term, Borrower shall make best efforts to allow the City to comply with all applicable physical 299
27 monitoring requirements set forth in (24 C.F.R. Section 92.504(d) and 24 C.F.R. 92.251) of the HOME Regulations.

ARTICLE 5.

DEFAULT AND REMEDIES
Section 5.1 Events of Default.
(a) Subject to Section 6.14, each of the following constitutes an "Event of Default" by Borrower under this Agreement:
(1) Failure to Construct. Failure of Borrower to obtain permits, commence, and prosecute to completion, construction of the Development within the times set forth in the Schedule of Performance, subject to extensions for reasons of force majeure under Section 6.14.
(2) Failure to Make Payment. Failure to repay the principal and any interest on the Loan within ten (10) days of when such payment is due pursuant to the Loan Documents.
(3) Failure to Comply with the Management Plan. Failure to comply with the Management Plan approved by the City and such failure having continued uncured for thirty (30) days after receipt of written notice thereof from the City to the Borrower, which notice provides reasonable detail of the default and the required cure for such default. (4) Failure to Comply with the Marketing Plan. Failure to comply with the Marketing Plan approved by the City and such failure having continued uncured for thirty (30) days after receipt of written notice thereof from the City to the Borrower, which notice provides reasonable detail of the default and the required cure for such default. (5) Breach of Covenants. Failure by Borrower to duly perform, comply with, or observe any of the conditions, terms, or covenants of any of the Loan Documents, and Borrower fails to cure such default within forty-five (45) days after receipt of written notice thereof from the City to Borrower, if Borrower is incapable of curing a default within such forty-five (45) day period, the City will give the Borrower one hundred twenty (120) days to cure such default provided Borrower has commenced to cure within such forty-five (45) day period and is diligently proceeding to cure such default through the end of such period; provided, however, that if a different period or notice requirement is specified under any other section of this Article 5, the specific provisions shall control. (6) Default Under Other Loans. A default is declared under any other financing for the Development by the lender of such financing and such default remains uncured following any applicable notice and cure period.
(7) Insolvency. A court having jurisdiction makes or enters any decree or order: (1) adjudging Borrower to be bankrupt or insolvent; (2) approving as properly filed a petition seeking reorganization of Borrower, or seeking any arrangement for Borrower under the bankruptcy law or any other applicable debtor's relief law or statute of the United 300
28 States or any state or other jurisdiction; (3) appointing a receiver, trustee, liquidator, or assignee of Borrower in bankruptcy or insolvency or for any of their properties; (4) directing the winding up or liquidation of Borrower if any such decree or order described in clauses (1) to (4), inclusive, is unstayed or undischarged for a period of ninety (90) calendar days; or (5) Borrower admits in writing its inability to pay its debts as they fall due or will have voluntarily submitted to or filed a petition seeking any decree or order of the nature described in clauses (1) to (4), inclusive.
(8) Assignment; Attachment. Borrower assigns its assets for the benefit of its creditors or suffers a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon is returned or released within ninety (90) calendar days after such event or, if sooner, prior to sale pursuant to such sequestration, attachment, or execution. (9) Suspension; Termination. Borrower or its general partner shall have: (1) the operation of their business voluntarily or involuntarily suspended by the State of California, (2) voluntarily stopped or terminated the operation of their business; (3) the Borrower shall have the operation of the partnership voluntarily or involuntarily dissolved, suspended or terminated by the State of California.
(10) Unauthorized Transfer. Any Transfer other than as permitted pursuant other than a permitted under this Agreement.
(11) Failure to Timely Lease. Failure of Borrower to lease all of the HOME-Assisted Units within eighteen (18) months of the Completion of Construction of the Development unless Borrower makes the repayment required under Section 2.6(b) above. (12) Applicability to General Partners. The occurrence of any of the events set forth in subsection (7), subsection (8), or subsection (9) in relation to any of the Borrower's general partners.

Section 5.2 Remedies.
(a) Upon the occurrence of an Event of Default and following the expiration of all applicable notice and cure periods the City: (1) is relieved of any obligation to make or continue the Loan; and (2) has the right to proceed with any and all remedies set forth in this Agreement and the Loan Documents, including but not limited to the following:
(1) Acceleration of Note. The City may cause all indebtedness of Borrower to the City under this Agreement and the Note, together with any accrued interest thereon, to become immediately due and payable. Borrower waives all right to presentment, demand, protest or notice of protest or dishonor. The City may proceed to enforce payment of the indebtedness and to exercise any or all rights afforded to the City as a creditor and secured party under the law including the Uniform Commercial Code, including foreclosure under the Deed of Trust. Borrower is liable to pay the City on demand all reasonable expenses, costs and fees (including, without limitation, reasonable attorney's fees and expenses) paid or incurred by the City in connection with the collection of the Loan and the preservation, maintenance, protection, sale, or other disposition of the security given for the Loan. 301
29 (2) Specific Performance. The City has the right to mandamus or other suit, action or proceeding at law or in equity to require Borrower to perform its obligations and covenants under the Loan Documents or to enjoin acts on things that may be unlawful or in violation of the provisions of the Loan Documents.
(3) Termination. The City has the right to terminate this Agreement and, at its sole option, to seek any remedies at law or equity available hereunder. (4) Right to Cure at Borrower's Expense. The City shall have the right to cure any monetary default by the Borrower under a loan in connection with the Development.

The Borrower agrees to reimburse the City for any funds advanced by the City to cure a monetary default by the Borrower upon demand therefor, together with interest thereon at the lesser of the rate of ten percent (10%) per annum or the maximum rate permitted by law (the "Default Rate") from the date of expenditure until the date of reimbursement.

Section 5.3 Right of Contest.

Borrower may contest in good faith any claim, demand, levy, or assessment the assertion of which would constitute an Event of Default hereunder. Any such contest is to be prosecuted diligently and in a manner unprejudicial to the City or the rights of the City hereunder.

Section 5.4 Remedies Cumulative.

No right, power, or remedy given to the City by the terms of this Agreement, or the Loan Documents is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy will be cumulative and in addition to every other right, power, or remedy given to the City by the terms of any such instrument, or by any statute or otherwise against Borrower and any other person. Neither the failure nor any delay on the part of the City to exercise any such rights and remedies will operate as a waiver thereof, nor does any single or partial exercise by the City of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy.

Section 5.5 Limited Partner Cure Rights.

In addition to the provisions of Section 6.19 below, the City agrees to provide any limited partner of Borrower who has requested written notice from the City, a duplicate copy of all notices of default that the City may give to or serve in writing upon Borrower pursuant to the terms of the Loan Documents, at the address provided to the City, provided, the City shall have no liability to the Investor Limited Partner for its failure to do so. The Investor Limited Partner shall have the right, but not the obligation, to cure any Event of Default of Borrower set forth in such notice, during any applicable cure period described in the Loan Documents, and the City will accept tender of such cure as if delivered by Borrower. If the Investor Limited Partner is unable to cure a default because Borrower's general partner is in bankruptcy and/or because the cure requires removal of the general partner of Borrower and the Investor Limited Partner is proceeding diligently to remove the general partner of Borrower in order to effect a cure of the Default, the cure period will be extended for such reasonable time as is necessary for the Investor Limited Partner to effect a cure of the Default, but in no event longer than sixty (60) days after the date of receipt by the Investor Limited Partner of written notice of the default. 302
30 ARTICLE 6.

GENERAL PROVISIONS
Section 6.1 Relationship of Parties.

Nothing contained in this Agreement is to be interpreted or understood by any of the Parties, or by any third persons, as creating the relationship of employer and employee, principal and agent, limited or general partnership, or joint venture between the City and Borrower or its agents, employees or contractors, and Borrower will at all times be deemed an independent contractor and to be wholly responsible for the manner in which it or its agents, or both, perform the services required of it by the terms of this Agreement. Borrower has and retains the right to exercise full control of employment, direction, compensation, and discharge of all persons assisting in the performance of services under the Agreement. In regard to the construction and operation of the Development, Borrower is solely responsible for all matters relating to payment of its employees, including compliance with Social Security, withholding, and all other laws and regulations governing such matters, and must include requirements in each contract that contractors are solely responsible for similar matters relating to their employees. Borrower is solely responsible for its own acts and those of its agents and employees.

Section 6.2 No Claims.

Nothing contained in this Agreement creates or justifies any claim against the City by any person that Borrower may have employed or with whom Borrower may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the lease of the Property, the construction or operation of the Development, and Borrower shall include similar requirements in any contracts entered into for the construction or operation of the Development.

Section 6.3 Indemnification.

The Borrower agrees to indemnify, defend (with counsel reasonably approved by City) and hold harmless the City and its authorized elected officials, officers, employees, agents and volunteers ("Indemnities") from any and all claims, actions, losses, damages, and/or liability arising out of this contract from any cause whatsoever, including the acts, errors or omissions of any person and for any costs or expenses incurred by the City on account of any claim except where such indemnification is prohibited by law. The Borrower's indemnification obligation does not apply to the City's gross negligence or willful misconduct. This indemnification provision is not intended to and does not limit, negate, modify, nullify, or change the nonrecourse provisions of this Agreement or any other agreement, document, instrument, certificate or covenant executed by Borrower. The provisions of this Section will survive the expiration of the HOME Loan Term and the reconveyance of the Deed of Trust.

Section 6.4 Non-Liability of City Officials, Employees and Agents.

No council member, official, employee or agent of the City is personally liable to Borrower in the event of any default or breach by the City or for any amount that may become due to Borrower or its successor or on any obligation under the terms of this Agreement. 303
31 Section 6.5 No Third Party Beneficiaries.

There are no third party beneficiaries to this Agreement.

Section 6.6 Conflict of Interest.
(a) Except for approved eligible administrative or personnel costs, no person described in Section 6.6(b) below who exercises or has exercised any functions or responsibilities with respect to the activities funded pursuant to this Agreement or who is in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest or financial benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during, or at any time after, such person's tenure. Borrower shall exercise due diligence to ensure that the prohibition in this Section 6.6(a) is followed.
(b) The conflict of interest provisions of Section 6.6(a) above applies to any person who is an employee, agent, consultant, officer of the City, or any immediate family member of such person, or any elected or appointed official of the City, or any person related within the third (3rd) degree of such person.
(c) In accordance with California Government Code Section 1090 and the Political Reform Act, California Government Code Section 87100 et seq., no person who is a director, officer, partner, trustee or employee or consultant of Borrower, or immediate family member of any of the preceding, may make or participate in a decision, made by the City or a City board, commission or committee, if it is reasonably foreseeable that the decision will have a material effect on any source of income, investment or interest in real property of that person or Borrower. Interpretation of this Section is governed by the definitions and provisions used in the Political Reform Act, California Government Code Section 87100 et seq., its implementing regulations manual and codes, and California Government Code Section 1090. (d) Borrower shall comply with the conflict of interest provisions set forth in 24 C.F.R. 92.356.

Section 6.7 Notices, Demands and Communications.

All notices required or permitted by any provision of this Agreement must be in writing and sent by registered or certified mail, postage prepaid, return receipt requested, or delivered by express delivery service, return receipt requested, or delivered personally, to the principal office of the Parties as follows:

City:

City of Oxnard
435 South D Street
Attn: Emilio Ramirez
Borrower:
304
32 Etting Road, LP
702 Country Square Drive, Suite 200
Ventura, CA 93003
With copies to:

Goldfarb & Lipman, LLP
1300 Clay Street, 11th Floor
Oakland, CA 94612
Attn: Lynn Hutchins
And:

California Community Reinvestment Corporation
100 West Broadway, Suite 1000
Glendale, CA 91210
Attn: Aaron Smith
And:

Wells Fargo Bank, N.A.
333 South Grand Avenue, 9th Floor
Los Angeles, CA 90071
Attn: Jessica Gonzalez
And:

Community Lending & Investment
Wells Fargo Corporate & Investment Banking
420 Montgomery Street, 6th Floor
San Francisco, CA 94104
Attn: Terrence Cordero
Such written notices, demands and communications may be sent in the same manner to such other addresses as the affected party may from time to time designate by mail as provided in this Section. Receipt will be deemed to have occurred on the date shown on a written receipt as the date of delivery or refusal of delivery (or attempted delivery if undeliverable).

Section 6.8 Amendments.

No alteration or variation of the terms of this Agreement is valid unless made in writing by the Parties. The City Manager is authorized to execute on behalf of the City amendments to the Loan Documents or amended and restated Loan Documents as long as any material change in the amount or terms of this Agreement is approved by the City Council.

Section 6.9 Action by City.

Except as may be otherwise specifically provided in this Agreement or another Loan Document, whenever any approval, notice, direction, finding, consent, request, waiver, or other 305
33 action by the City is required or permitted under this Agreement or another Loan Document, such action may be given, made, or taken by the City Manager, or by any person who shall have been designated in writing to the Borrower by the City, without further approval by the City Council. The City also authorizes the City Manager or his or her designee to execute the other Loan Documents, estoppel certificates concerning the status of the Loan and the existence of Borrower defaults under the Loan Documents and subordination agreements substantially consistent with the terms of Section 2.8 above. Any such action shall be in writing. The Borrower acknowledges that nothing in this Agreement (including any approval by the City Manager in accordance with this Agreement) shall limit, waive, or otherwise impair the authority and discretion of: (i) the City's Community Development Department, in connection with the review and approval of the proposed construction plans for the Development (or any change to such plans), or any use, or proposed use, of the Property; (ii) the City's issuance of a building permit; or (iii) any other office or department of the City acting in its capacity as a governmental regulatory authority with jurisdiction over the development, use, or operation of the Development.

Section 6.10 Applicable Law and Venue.

This Agreement is governed by the laws of the State of California. Any action brought claiming a breach of this Agreement or interpreting this Agreement shall be brought in and venue shall be in Ventura County, California.

Section 6.11 Parties Bound.

This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest and assigns of each of the Parties hereto except that there shall be no Transfer of any interest by any of the Parties hereto except pursuant to the terms of this Agreement. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any successor, heir, administrator, executor or assign of such party who has acquired an interest in compliance with the terms of this Agreement, or under law.

Section 6.12 Attorneys' Fees.

If any lawsuit is commenced to enforce any of the terms of this Agreement, the prevailing party will have the right to recover its reasonable attorneys' fees and costs of suit from the other party.

Section 6.13 Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions will continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or unenforceability.

Section 6.14 Force Majeure.

In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war; 306
34 insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of god; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; supply chain delays; governmental restrictions or priority; litigation (including suits filed by third parties concerning or arising out of this Agreement); weather or soils conditions which, in the opinion of the Borrower' contractor, will necessitate delays; inability to secure necessary labor, materials or tools; acts of the other party; acts or failure to act of any public or governmental City or entity (other than the acts or failure to act of the City); or any other causes (other than the Borrower's inability to obtain financing for the Improvements) beyond the control or without the fault of the party claiming an extension of time to perform. An extension of time for any cause will be deemed granted if notice by the party claiming such extension is sent to the other within ten (10) business days from the date the party seeking the extension first discovered the cause and such extension of time is not rejected in writing by the other party within ten (10) business days of receipt of the notice. Times of performance under this Agreement may also be extended in writing by the City and the Borrower. In no event shall the cumulative delays during the HOME Loan Term of this Agreement exceed one hundred eighty (180) days, unless otherwise agreed to by the Parties in writing. As allowed under Section 6.9 of this Agreement, the City Manager at the City Manager's reasonable discretion may extend the cumulative delay limit without need for additional City Council approval.

Section 6.15 Waivers.Any waiver by the City of any obligation or condition in this Agreement must be in writing. No waiver will be implied from any delay or failure by the City to take action on any breach or default of Borrower or to pursue any remedy allowed under this Agreement or applicable law. Any extension of time granted to Borrower to perform any obligation under this Agreement does not operate as a waiver or release from any of its obligations under this Agreement. Consent by the City to any act or omission by Borrower may not be construed to be consent to any other or subsequent act or omission or to waive the requirement for the City's written consent to future waivers.

Section 6.16 Title of Parts and Sections.Any titles of the sections or subsections of this Agreement are inserted for convenience of reference only and are to be disregarded in interpreting any part of the Agreement's provisions.

Section 6.17 Entire Understanding of the Parties.

The Loan Documents constitute the entire agreement of the Parties with respect to the Loan.

Section 6.18 Multiple Originals; Counterpart.

This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts.

Section 6.19 Limited Partner Rights.The City agrees to the following provisions for the benefit of the Borrower's Investor Limited Partner:
(a) The City will give the Investor Limited Partner a copy of any written notice that the City gives to Borrower under this Agreement and the other Loan Documents; 307
35 (b) The City will give the Investor Limited Partner ten (10) days after their receipt of such notice to cure a non-payment of any sum due under the Loan Documents; (c) The City will give the Investor Limited Partner thirty (30) days after the Investor Limited Partner's receipt of such notice to cure any other default under this Agreement and other Loan Documents;
(d) If a default is incapable of being cured within thirty (30) days, the City will give the Investor Limited Partner sixty (60) days to cure such default provided the Investor Limited Partner has commenced to cure such default and is diligently proceeding to cure such default through the end of such period;
(e) If the Investor Limited Partner makes any such payment or otherwise cures such default, the City will accept such action as curing such Default as if such payment or cure were made by Borrower;
(f) The City will permit insurance and condemnation proceeds to be used to rebuild the Development provided that: (1) sufficient funds are provided from other sources to effectively rebuild the Development to a lawful multifamily housing complex, and (2) the City shall hold all such proceeds and disburse them based on the progress of construction, subject to such additional reasonable conditions as the City may impose. 308
S-1
HOME Loan Agreement
Signature page
WHEREAS, this Agreement has been entered into by the undersigned as of the Effective Date.

BORROWER:

Etting Road LP, a California limited partnership
By: Etting Road LLC, a California limited liability company, its general partner By: Cabrillo Economic Development Corporation, a California nonprofit public benefit corporation, its sole member and manager
By: _______________________________
Margarita H. de Escontrias
Chief Executive Officer
[Signature Page Continues]
309
S-2
HOME Loan Agreement
Signature page
CITY:

CITY OF OXNARD
By: _______________________________
Emilio Ramirez, Housing Director
APPROVED AS TO FORM:

By: _______________________________
Stephen Fischer, City Attorney
310
A-1

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF VENTURA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

A PORTION OF PARCEL H, SUBDIVISION 72 RANCHO EL RIO DE SANTA CLARA O’

LA COLONIA, IN THE COUNTY OF VENTURA, STATE OF CALIFORNIA, ACCORDING

TO THE MAP THEREOF ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF VENTURA COUNTY, IN BOOK 3, MISCELLANEOUS RECORDS AT PAGE 14, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A 3/4 INCH IRON PIPE SET IN THE SOUTHERLY LINE OF PLEASANT VALLEY ROAD DISTANT THEREON NORTH 59° 15’ 30” EAST 250.73 FEET FROM A 4” X 4” POST SET AT THE MOST WESTERLY CORNER OF SAID PARCEL H; THENCE FROM SAID POINT OF BEGINNING.
1ST: NORTH 59° 15’ 30” EAST 424.64 FEET ALONG THE SOUTHERLY LINE OF SAID PLEASANT VALLEY ROAD TO A 3/4 INCH IRON PIPE MARKED WITH A METAL TAG STAMPED SGB LS 1848; THENCE,
2ND: SOUTH 345.13 FEET TO A NAIL AND METAL TAG STAMPED SGB LS 1848 SET

IN THE SOUTH SIDE OF A LARGE EUCALYPTUS TREE IN THE NORTH LINE OF ETTING ROAD; THENCE ALONG SAID NORTH LINE.
3RD: WEST 365.00 FEET TO A 3/4 INCH IRON PIPE MARKED WITH A METAL TAG STAMPED SGB LS 1842; THENCE,
4TH: NORTH 128.2 FEET TO THE POINT OF BEGINNING, CONTAIN INGRESS AND EGRESS 1.972 ACRES.

APN: 225-0-014-020
311

1 650\156\3251573.1

TO BE REFORMATTED AND PRINTED ON CITY LETTERHEAD

April 6, 2022

Ms. Victoria Brady
Chief Financial Officer
Cabrillo Economic Development Corporation
702 County Square Drive, Suite #200
Ventura, CA 93003

Re: Preliminary Award of HOME Funds to the Affordable Housing Project, 2161 Etting Road, Oxnard, California 93033

Dear Ms. Brady:

On April 5, 2022 , the City Council of Oxnard approved a preliminary award of HOME Investment Partnerships Program (HOME) funds in the amount of One Million Eight Hundred Fifty-Four Thousand Dollars ($1, 854,000) for 58-unit affordable housing apartment complex (Project) to be constructed at 2161 Etting Road , Oxnard, California 9 3033. At least eleven of these units will be affordable to low -income persons. The Borrower will be Etting Road LP, a California limited partnership, whose sole general partner is Etting Road LLC, a California limited liability company, whose sole member is Cabrillo Economic Development Corporation, a California nonprofit public benefit corporation . The funds will be reserved for the Project until June 30, 2024, for the purposes of completing the financing for the Project. The city must receive copies of firm commitments from all funding sources on or before this date.

The HOME funds will be provided to the Borrower in the form of a non-recourse loan (HOME Loan) in the origin al principal amount of at least One Million Eight Hundred Fifty-Four Thousand Dollars ( $1,854,000), with simple interest at three percent (3.00%) per annum from the date of disbursement. The term of the HOME Loan will be 55 years. HOME Loan payments will be payable exclusively from 50% of annual residual receipts (which will be allocated on a pro rata basis to repayment of the HOME Loan and any other loans to the Project payable from residual receipts).

To receive the HOME Loan funds , Borrower must e xecute City loan documents evidencing and securing the HOME Loan in forms to be approved by the City Manager. No more than 11 of the units in the Project will be designated as HOME units and the rents on those units will be restricted in conformance with the Federal regulations governing the HOME Program (24 CFR Part 92). The City Council has delegated to the City Manager all City approval rights over the HOME Loan documents.

The following are required in order to receive the HOME Loan fund:

1. Firm commitments from all financing sources in sufficient amounts to complete the Project;
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April 6, 2022

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Oxnard City CouncilApril 5, 2022

Oxnard City Council
April 5, 2022