Agenda packet, regular meeting — Santa Paula City Council, November 1, 2023 (part 1 of 2)

City of Santa Paula
City Council

MAYOR ANDY SOBEL

VICE MAYOR LESLIE CORNEJO

COUNCILMEMBER JENNY CROSSWHITE

COUNCILMEMBER CARLOS JUAREZ
COUNCILMEMBER PEDRO A. CHAVEZ

CITY COUNCIL REGULAR MEETING OF THE

SANTA PAULA CITY COUNCIL
WEDNESDAY, NOVEMBER 1, 2023
6:30 PM - City Council Regular Meeting

SANTA PAULA CITY HALL
970 VENTURA STREET
SANTA PAULA, CA 93060

JULIE LATSHAW, CITY CLERK

DAN SINGER, CITY MANAGER

MONICA CASTILLO, CITY ATTORNEY
City of Santa Paula - City Council - City Council Regular Meeting 1

BRINGING ITEMS BEFORE THE CITY COUNCIL
You are invited to participate in all Regular City Council meetings. Agendas are posted in the front of Santa Paula City Hall, 970 Ventura Street, Santa Paula, 72 hours in advance of the scheduled meetings. The City Council's regular meetings start at 6:30 p.m. the first and third Wednesday of each month in the City Hall Council Chambers located at 970 Ventura Street in Santa Paula.

HOW TO PARTICIPATE IN PERSON DURING THE MEETING: If you wish to speak at a City Council meeting, please fill out a Public Comment Form noting your name and address and submit the form to the City Clerk. Include the Agenda item number, when appropriate. Public comments are limited to 3 minutes.

1. Items Not on the Agenda: If you wish to discuss an item which is not scheduled on the Agenda, you may address the City Council during Public Comment. Please realize that due to the limitations placed on the City Council by provisions of the California Government Code, the City Council ordinarily cannot take action on any item that is not on the agenda. Because of these restrictions, expect that matters that you identify during public comment may be referred to staff or considered on a future agenda.

2. Agenda Items: Items being considered by the City Council may appear on the Consent Calendar, as an Action Item, or as a Public Hearing. Public comments on each type of item are handled differently, as explained below:
a. For items appearing on the Consent Calendar, please submit a Public Comment Form before the Council takes action on the Consent Calendar. Items that receive a Public Comment Form may be pulled from the Consent Calendar by the Mayor and discussed separately by the City Council.
b. For items appearing as an Action Item, the Mayor will announce the Agenda item and request the staff report, the staff member responsible will give a brief summary of the report; the City Council will have an opportunity to ask questions of staff; members of the public will be given an opportunity to comment on the item and ask additional questions (all members of the public should speak directly into the microphone at the speaker’s platform); and the City Council will discuss the item and then take appropriate action.
c. For items on which a Public Hearing is scheduled, the Mayor will open the public hearing and receive the staff report; members of the public will be given an opportunity to comment on the item and ask additional questions (all members of the public should speak directly into the microphone at the speaker’s platform); the City Council will discuss the item; and the Mayor will close the public hearing after City Council action.

HOW TO PARTICIPATE BEFORE THE MEETING: Members of the public are encouraged to submit email correspondence on any agenda item by sending an email to [email protected]. All public correspondence received by 3:00 p.m. (PT) on the meeting date will be provided to the legislative body before the meeting. Public Comments received after 3:00 p.m. will be provided to the legislative body the next day.

Your Participation in this meeting is in the public domain; meetings are cablecast; minutes of this meeting will reflect your participation in this meeting and are posted on the city’s website.

PLEASE NOTE: Be advised that if you bring a legal challenge to an action, you may be limited to raising only those issues you or someone else raised at the meeting described in this Agenda, or in written correspondence delivered to the City Council at or before the meeting.

Any action is subject to the ninety-day time period set forth in Code of Civil Procedure § 1094.6.

City of Santa Paula - City Council - City Council Regular Meeting 2

1. CALL TO ORDER
REMINDER: in order to minimize distractions during public meetings, all personal communication devices should be turned off or put in a non-audible mode.

2. INVOCATION

3. FLAG SALUTE

4. ROLL CALL

5. CLOSED SESSION REPORT

6. PUBLIC COMMENT
At this time, members of the public may comment on any item not appearing on the agenda that is within the subject-matter jurisdiction of the City Council. A Public Comment Form must be submitted to the City Clerk prior to the beginning of the Public Comment period in order to be recognized to speak. Individuals submitting Public Comment Forms after the beginning of the Public Comment period will not be allowed to speak at this time, but may be recognized to speak by the Mayor at the conclusion of the meeting. Individual Councilmembers may briefly respond to Public Comments or ask questions for clarification. The City Council may direct staff to report to the City Council on the item at a later meeting. For items appearing on the Agenda, the public will be invited to make comments at the time the item comes up for City Council consideration. If a member of the public wishes to address a Consent Calendar item, please submit a Public Comment Form for that item. It may then be discussed separately by the Council, and the public will be invited to make comments at that time. At all times, please use the microphone and write your name and address on the Public Comment Form provided.

7. PRESENTATIONS

7.A NATIONAL NATIVE AMERICAN HERITAGE MONTH

7.B PROCLAMATION - 100th BIRTHDAY - ALBINO PINEDA

7.C SENIOR ADVISORY COMMITTEE PRESENTATION

7.D MEASURE T OVERSITE COMMITTEE ANNUAL REPORT

8. CITY COUNCIL REPORTS

9. CITY MANAGER REPORTS
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk at (805) 933-4208. Notification 48 hours before the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 35, 102-35.104 ADA Title II). Written materials distributed to the City Council within 72 hours of the City Council meeting are available for public inspection immediately upon distribution in the City Clerk’s office.

REGULAR MATTERS - COUNCIL CHAMBERS
City of Santa Paula - City Council - City Council Regular Meeting 3

10. CONSENT CALENDAR
Background information has been provided to the City Council on all matters listed under the Consent Calendar and these items are considered to be routine by the City Council and are normally approved by one motion. If discussion is requested by a Councilmember on any item, or a member of the public wishes to comment on an item, that item may be removed from the Consent Calendar for separate action.

10.A ON-CALL AGREEMENTS FOR PROFESSIONAL CONSULTING SERVICES RECOMMENDATION:

Staff recommends that the City Council:

1. Authorize the City Manager to execute a three-year professional services agreement with each shortlisted, prequalified firm to provide oncall professional consulting services for FY 2023-2026, namely (1) NV5 West, Inc; (2) MKN Associates, Inc.; (3) Twining, Inc.; and (4) EMC Planning Group.

2. Authorize the City Manager or his designee to issue professional consulting services task orders in an amount not to exceed the adopted fiscal year budget or in the annual aggregate of $250,000 per consultant, whichever is less.

10.B PROFESSIONAL SERVICES AGREEMENT WITH MNS ENGINEERS, INC.

FOR DEVELOPMENT PROJECT PLANNING AND ENVIRONMENTAL

CONSULTING SERVICES
RECOMMENDATION:

Staff recommends that the City Council:

1. Authorize the City Manager to execute a three-year Professional Services Agreement with MNS Engineers Inc. to provide planning services for a not-toexceed amount of $125,000 per fiscal year; and/or

2. Take such additional, related action that may be desirable.

10.C 2023 HOLIDAY PARADE SPONSORSHIP REQUEST
RECOMMENDATION:

Staff recommends City Council:

1. Approve a request to sponsor up to 50% of the costs for City services for the 2023 Santa Paula Holiday Parade.

11. ACTION ITEMS

11.A 2023 SPECIAL TAX BONDS FOR HARVEST CFD NO. 1 IMPROVEMENT AREA A
RECOMMENDATION:

Staff recommends that the City Council:

Adopt Resolution No. 7489 authorizing the issuance of Special Tax Bonds for and on behalf of Improvement Area A of the City of Santa Paula Harvest Community Facilities District No. 1, approving and directing the execution of a Supplemental Fiscal Agent Agreement and Bond Purchase Agreement, City of Santa Paula - City Council - City Council Regular Meeting 4 approving the form of Preliminary Official Statement, approving sale of such Bonds, and approving other related documents and actions.

Presented by: Finance Director Christy Ramirez

11.B ESTABLISHMENT OF A DEPUTY CITY MANAGER POSITION
RECOMMENDATION:

It is recommended the City Council:

1. Adopt Resolution 7491, removing the Assistant City Manager (ACM) position from the adopted Position Control List and establish a new Deputy City Manager (DCM) job specification with a corresponding salary at Range 113, within the City’s adopted compensation schedule.

Presented by: Dan Singer, City Manager

11.C FISCAL REVIEW: FY 22/23 YEAR END AND FY 23/24 Q1 FOLLOW UP RECOMMENDATION:

Staff recommends that the City Council approve Resolution No. 7490 Amending the City’s Operating and CIP Budget for FY 2022/23 and FY 2023/24.

Presented by: Christy Ramirez, Finance Director

12. ITEMS FOR FUTURE AGENDAS

12.A FUTURE AGENDA ITEMS
RECOMMENDATION:

Staff recommends City Council review future agenda items.

13. ADJOURNMENT
State of California )-
County of Ventura )- ss
City of Santa Paula )-
I declare under penalty of perjury that I posted this City Council Agenda on the bulletin board near the front door of City Hall, 970 Ventura Street, Santa Paula, California.

On_________________ at______________Signed:_________________________ Julie Latshaw
City Clerk
City of Santa Paula - City Council - City Council Regular Meeting 5 To: Honorable Mayor and Members of the City Council
From: Clete Saunier, Public Works Director
Subject: ON-CALL AGREEMENTS FOR PROFESSIONAL CONSULTING

SERVICES
Date: November 1, 2023
Agenda Item: 10.A

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

Staff recommends that the City Council:

1. Authorize the City Manager to execute a three-year professional services agreement with each shortlisted, prequalified firm to provide on-call professional consulting services for FY 2023-2026, namely (1) NV5 West, Inc; (2) MKN Associates, Inc.; (3) Twining, Inc.; and (4) EMC Planning Group.

BACKGROUND:

On April 18, 2023 the City invited firms to submit Statement of Qualifications (“SOQ”) for consideration to be included on the shortlist of prequalified firms to provide on-call professional consulting services. Firms were invited to submit qualifications for services related to: (1) Civil Engineering, (2) Project Management, (3) Construction Management, (4) Electrical Consulting and Engineering, (5) Subsurface Utility Engineering, (6) Mechanical Engineering (7) Traffic Engineering, (8) Water and Wastewater Consulting and Engineering, (9) Geotechnical, (10) Material Testing, (11) Environmental Consulting and Monitoring, (12) Right of Way, (13) Surveying, (14) Hydrology and Stormwater and (15) Landscape Architecture. Firms were allowed to submit SOQs for multiple service disciplines.

On June 21, 2023 City Council approved a shortlist of prequalified firms. The shortlisted consultants will provide professional consulting services for the City’s Capital Improvement Program and various projects as determined necessary by staff. When services are needed, City staff will select one or more firms from the shortlist and request task order proposals for the required services. Staff will make the determination by selecting the most qualified firm that will provide the best value for the City and the most substantiated ability to complete the work. The shortlist will be in place for a 3-year term, effective upon contract approval by Council. Because the City is a General Law City, some projects and services will be subject to competitive proposals from consultants on the shortlist. The City, at its own discretion, and in compliance with funding source requirements will either select consultants from the shortlist or 6 publish a project specific request for proposals open to all. Pre-qualification of professional consultants, together with the issuance of professional services agreements provides staff with an efficient means of procuring as-needed services from a list of capable and qualified professionals.

ANALYSIS:

Twenty-five (25) consulting firms were included in the shortlist approved by City Council on June 21, 2023. Staff has presented and received Council approval and contract award for several of these consultants in the past few months. The last group of these twenty-five consultants proposed for agreement approval, together with their associated service disciplines, are contained in Table 1 below. The professional services agreement for each consultant, together with related exhibits addressing submitted qualifications and compensation rate sheets, are referenced by Attachment in Table 1.

Table 1: On-Call Professional Consulting Firms and Service Disciplines Attachment Firms Service Disciplines
1 NV5 Geotechnical Engineering
2 MKN
Civil Engineering, Project and
Construction Management, Water and
Wastewater Engineering
3 Twining Geotechnical Engineering and Material
Testing
4 EMC Planning Group
Environmental Consulting and
Monitoring
Lastly, staff is committed to responsible financial stewardship and will regularly report to Council on the projects covered by these agreements. In addition, staff will ensure that no work order is issued for a Capital Improvement Project (CIP) until the CIP is approved by City Council.

STRATEGIC PLAN:

The Project supports the currently adopted Strategic Plan in achieving the following goals:

Infrastructure, Transportation & Mobility
Goal: Maintain and develop the City’s infrastructure to be safe, sustainable, innovative and cost-efficient.

FISCAL IMPACTS:

Individual task orders with the City Manager’s, or his designee’s approval will be separately issued, reflecting negotiated scopes of work, cost estimates and schedules for projects and services that have been adopted for the respective fiscal year. The amount for each task order shall not exceed the adopted budget for each project or professional service. The cumulative total for all work orders shall not exceed $250,000 annually for each consultant. A sample Task Order is included in Exhibit B of each Attachment and associated professional services agreement.
7 OPTIONS:

The Council has the following available alternative options to staff’s recommendations:

1. Do not approve the three-year professional services agreements to provide on-call professional consulting services. This would result in continuing inefficiencies and delays in completing approved capital improvement projects, as well as addressing as-needed consulting services. Staff would be required to individually procure and review consultant proposals multiple times on multiple projects from firms that would have otherwise been pre-qualified to provide professional consulting services.

ATTACHMENTS:

Attachment 1 - NV5 West Inc. 3-year On-Call Agreement.pdf Attachment 2 - MKN Associates Inc. 3-year On-Call Agreement.pdf Attachment 3 - Twining Inc. 3-year On-Call Agreement.pdf Attachment 4 - EMC Planning Group 3-Year PSA.pdf
8 Attachment 1

PROFESSIONAL SERVICES

AGREEMENT

ON-CALL SERVICES BETWEEN THE CITY OF SANTA PAULA
AND NV5 WEST, INC.
9 65283.00001\33134795.1
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PROFESSIONAL SERVICES AGREEMENT

FOR ON-CALL SERVICES

BETWEEN

THE CITY OF SANTA PAULA
AND
NV5 WEST, INC.

1. PARTIES AND DATE.

This Agreement is made and entered into this 1st day of November, 2023, by and between the City of Santa Paula, a municipal corporation organized under the laws of the State of California with its principal place of business at 970 Ventura Street, Santa Paula, CA 93060, County of Ventura, State of California ("City") and NV5 West Inc., Delaware corporation, with its principal place of business at 1868 Palma Drive, Suite A Ventura, CA 93003("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing geotechnical engineering and construction materials testing services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional services for the On-Call Engineering and Professional Consulting Services project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional geotechnical engineering and construction materials testing consulting services necessary for the Project described in Exhibit "A" attached hereto and incorporated herein by reference (“Services”). The Services shall be more particularly described in the individual Task Order issued by the City or its designee. No Services shall be performed unless authorized by a fully executed Task Order in the form attached hereto as Exhibit “B”. All Services shall be subject to, and performed in accordance with, this Agreement, each Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from July 1, 2023 to June 30, 2026, unless earlier terminated as provided herein. The City shall have the unilateral option, at 10 65283.00001\33134795.1
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its sole discretion, to renew this Agreement automatically for no more than one additional oneyear terms. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The maximum compensation for Services to be provided pursuant to each Task Order shall be set forth in the relevant Task Order. The total compensation for all Task Orders issued hereunder shall not exceed Two Hundred Fifty Thousand Dollars and no cents ($250,000.00) per fiscal year without written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.2.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

3.2.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such additional 11 65283.00001\33134795.1
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personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.3.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines set forth in each individual Task Order issued by the City. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the established schedules and deadlines.

3.3.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.3.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows: Ed Sullivan, Construction Services Manager.

3.3.5 City's Representative. The City hereby designates Clete Saunier, Public Works Director, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.3.6 Consultant's Representative. Consultant hereby designates Ed Sullivan, Construction Services Manager, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.3.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling 12 65283.00001\33134795.1
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necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.9 Period of Performance.

3.3.9.1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.3.9.2 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement.

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.10 Laws and Regulations; Employee/Labor Certification. 13 65283.00001\33134795.1
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3.3.10.1 Compliance with Laws. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.

3.3.10.2 Employment Eligibility; Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement.

3.3.10.3 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.3.10.4 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.3.10.5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

3.3.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and 14 65283.00001\33134795.1
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regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

3.3.11 Insurance.

3.3.11.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3.3.11.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement. 15 65283.00001\33134795.1
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Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability. (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(C) Professional Liability (Errors & Omissions): (1) Cancellation:

Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend. (D) Workers' Compensation: (1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

3.3.11.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.3.11.5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
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3.3.11.6 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.3.11.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.3.11.8 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.3.11.9 Enforcement of Agreement Provisions (non estoppel).

Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

3.3.11.10 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance.

3.3.11.11 Additional Insurance Provisions
(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
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(C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (D) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(F) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.3.11.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its 18 65283.00001\33134795.1
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officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants.

3.4.3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

3.4.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 19 65283.00001\33134795.1
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3.6 Indemnification.

3.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.7 General Provisions.

3.7.1 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.7.2 Independent Contractors and Subcontracting.

3.7.2.1 Use of Consultants. Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section 3.7.2.2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant’s behalf are Consultant’s employees, and that Consultant complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders. 20 65283.00001\33134795.1
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3.7.2.2 Prior Approval Required. Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.

3.7.3 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: NV5 West, Inc.
1868 Palma Drive, Ste. A
Ventura, California 93003
ATTN: Ed Sullivan, Construction Services Manager
City: City of Santa Paula
PO Box 569
Santa Paula, CA 93061
ATTN: Clete Saunier, Public Works Director
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

3.7.4.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the 21 65283.00001\33134795.1
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Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.7.4.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3.7.4.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.7.4.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.7.4.5 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.7.4.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, 22 65283.00001\33134795.1
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in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the release notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of an objection notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.7.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.7 Attorneys’ Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all costs of such action.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Ventura County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.7.12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.

Consultant shall not subcontract any portion of the Services required by this Agreement, except 23 65283.00001\33134795.1
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as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

3.7.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.7.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.7.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.7.19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
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3.7.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.

3.7.22 Order of Precedence. The following order and succession of the referenced documents shall govern in the event of conflict between documents:

3.7.22.1 Amendment(s)

3.7.22.2 This Agreement

3.7.22.3 Task Orders

3.8 Federal Provisions.

FEMA financial assistance will be used to fund all or a portion of this Agreement. The Consultant shall comply with all federal requirements including, but not limited to, the following:
2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which is expressly incorporated herein by reference, and Federal Contract Provisions attached hereto as Exhibit “A-1” and incorporated herein by reference. Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in the Agreement, including but not limited to, 2 C.F.R. Part 200 and the Federal Contract Provisions. With respect to any conflict between such federal requirements and the terms of this contract and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control. [SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL

SERVICES BETWEEN THE CITY OF SANTA PAULA AND
NV5 WEST, INC.

IN WITNESS WHEREOF, each of the Parties has caused this Contract to be executed on the day and year first above written.

CITY OF SANTA PAULA NV5 WEST, INC.
[If Corporation, TWO SIGNATURES,
President OR Vice President AND Secretary
OR Treasurer REQUIRED]
By:

Its:

Printed Name:

By:

Its:

Printed Name:

Approved By:

Dan Singer,
City Manager
Approved as to Form:
_____________________________________
Monica Castillo,
Interim City Attorney
Attested By:

Julie Latshaw,
City Clerk
26 65283.00001\33134795.1
Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT–ON
CALL
EXHIBIT "A"

SCOPE OF SERVICES
[Due to page volume, this exhibit is intentionally omitted. A copy of the entire agreement is available at the City Clerk’s office]
27 65283.00001\33134795.1
Exhibit “A-I-1” PROFESSIONAL SERVICES AGREEMENT–ON
CALL
EXHIBIT "A-I"

FEDERAL CONTRACT PROVISIONS
During the performance of this Agreement, Consultant shall comply with all applicable federal laws and regulations including but not limited to the federal contract provisions in this Exhibit.

1. ACCESS TO RECORDS & RECORD RETENTION (2 C.F.R. 200.336) Consultant shall comply with 2 C.F.R. § 200.336 and provide the Federal Agency, Inspectors General, the Comptroller General of the United States, Agency, and the State of California or any of their authorized representatives access, during normal business hours, to documents, papers, books and records which are directly pertinent to this contract for the purposes of making and responding to audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to the Consultant's personnel for the purpose of interview and discussion related to the books and records. The Consultant agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. The Consultant agrees to provide the Federal Agency or its authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. In compliance with the Disaster Recovery Act of 2018, the City and Consultant acknowledge and agree that no language in this contract is intended to prohibit audits or internal review by the FEMA Administrator or the Comptroller General of the United States.

2. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.326)

2.1 Appendix II to Part 200 (C) – Equal Employment Opportunity: Except as otherwise provided under 41 C.F.R. Part 60, if this contract meets the definition of a “federally assisted construction contract” in 41 C.F.R. § 60-1.3, then Consultant shall comply with the following equal opportunity clause, in accordance with Executive Order 11246 of September 24, 1965 entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967 and implementation regulations at 41 C.F.R. Chapter 60:

2.1.1 The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

2.1.2 The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

2.1.3 The Consultant will not discharge or in any other manner discriminate 28 65283.00001\33134795.1
Exhibit “A-I-2” PROFESSIONAL SERVICES AGREEMENT–ON
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against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Consultant's legal duty to furnish information.

2.1.4 The Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

2.1.5 The Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

2.1.6 The Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

2.1.7 In the event of the Consultant's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

2.1.8 The Consultant will include the portion of the sentence immediately preceding paragraph (i) and the provisions of paragraphs (i) through (vii) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Consultant will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a Consultant becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Consultant may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above 29 65283.00001\33134795.1
Exhibit “A-I-3” PROFESSIONAL SERVICES AGREEMENT–ON
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equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

2.2 Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act: If this contract is in excess of $150,000, Consultant shall comply with the following:

2.2.1 Pursuant to the Clean Air Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000.

2.2.2 Pursuant to the Federal Water Pollution Control Act, (1) Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., (2) Consultant agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal awarding agency and the appropriate Environmental Protection Agency Regional Office, and (3) Consultant agrees to include these requirements in each subcontract exceeding $150,000.

2.3 Appendix II to Part 200 (H) – Debarment and Suspension. This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Consultant is required to verify that none of the Consultant, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these 30 65283.00001\33134795.1
Exhibit “A-I-4” PROFESSIONAL SERVICES AGREEMENT–ON
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regulations in any lower tier covered transaction it enters into. This certification is a material representation of fact relied upon by City. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Consultant also agrees to verify that all subcontractors performing work under this contract are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above.

Consultant further agrees to notify the City in writing immediately if Consultant or its subcontractors are not in compliance during the term of this contract.

2.4 Appendix II to Part 200 (I) – Byrd Anti-Lobbying Act. Consultants that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.

2.5 Procurement of Recovered Materials. In the performance of this contract, Consultant shall make maximum use of products containing recovered materials that are EPAdesignated items unless the product cannot be acquired: competitively within a timeframe providing for compliance with the contract performance schedule; meeting contract performance requirements; or at a reasonable price. Information about this requirement, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. Consultant also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.

3. MISCELLANEOUS PROVISIONS

3.1 The Consultant shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA preapproval.

3.2 This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of this contract. The Consultant will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives.

3.3 Consultant acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Consultant’s actions pertaining to this contract.

3.4 The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the City, Consultant, any subcontractors or any other party pertaining to any matter resulting from the contract.

3.5 General and administrative expenses shall be negotiated and must conform to the Cost Principles in 2 C.F.R. Part 200. Profit shall be negotiated as a separate element of the cost.

To establish a fair and reasonable profit, consideration must be given to the complexity of the 31 65283.00001\33134795.1
Exhibit “A-I-5” PROFESSIONAL SERVICES AGREEMENT–ON
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work to be performed, the risk borne by the Consultant, the Consultant's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. Any agreement, amendment or change order for work performed on a time and materials basis shall include a ceiling price that Consultant exceeds at its own risk.
32 65283.00001\33134795.1
Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT–ON
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EXHIBIT "B"

SAMPLE TASK ORDER FORM
City of Santa Paula 970 Ventura Street / P.O. Box 569, Santa Paula, CA 93061 / (805) 525-4478
TASK ORDER #
Issued under AGREEMENT FOR SERVICES, dated __________________ Project Name:

Project Number:

Contractor Name:

Vendor Number:

Contract Number:

Account Number: XXX-X-XXXX-XXX
Date Prepared:

Project Description:

Provide ______________________ consulting services to the City of Santa Paula.

Description of Services to be Performed by Consultant under this Task Order:

The City of Santa Paula authorizes the Consultant (_______) to ____________________________________________________________________________ ____________attached ___________proposal dated _______________(Exhibit A).

Time for Completion:

The Consultant shall complete the work __ months from executed Task Order.

Cost Estimate:

Task Order # __ hereby authorizes payment in the amount of $____________. This project will be completed on a time and materials basis in accordance with the Standard Agreement for Services dated _______________.

CONSULTANT/CONTRACTOR
_________________________________________ _________
Consultant Company Date
Recommended/Approved By:
33 65283.00001\33134795.1
Exhibit “B”-2 PROFESSIONAL SERVICES AGREEMENT–ON
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__________________________ _________ __________________________ _________ Clete Saunier, Date Christy Ramirez, Date
Public Works Director Finance Director
________________________________________ ________
Dan Singer, Date
City Manager
34 65283.00001\33134795.1
Exhibit “C”-1 PROFESSIONAL SERVICES AGREEMENT–ON CALL
EXHIBIT "C"

COMPENSATION
[Attached Behind]
35 City of Santa Paula – SOQ for On-call Engineering & Professional Services Geotechnical Engineering and Materials Testing Services ATTACHMENT 3 PROFESSIONAL FEE SCHEDULE
36 NV5 WEST, Inc.
1868 Palma Drive, Suite A, Ventura, CA 93003 | 805.656.6074 | www.NV5.com

Page 1 of 3 ends

NV5 is certified
or approved by:
2023 GEOTECHNICAL / MATERIAL TESTING FEE SCHEDULE

GENERAL TERMS & CONDITIONS

1. Testing Samples - An hourly preparation charge will be added to all samples submitted that are not ready for testing.

2. Turn-Around-Time - Standard TAT indicated in superscript. See notes regarding TAT at bottom of page 3.

RUSH: 50% surcharge. Sample prioritized over other samples in que.

PRIORITY: 100% surcharge: Completed as fast as possible per method.

3. Project Setup – A $225 fee applies for setup and administration of OnCall agreements and contracts less than $3,500.

4. Scheduling - A minimum of 24-hour notice is required to schedule personnel (48-hour for DSA/OSHPD projects). For same-day scheduling, a 50% premium applies. Same-day cancellations will incur a 2-hour charge. Cancelation after field personnel have been dispatched will be charged a 4-hour minimum charge.

5. Minimum Charges – A minimum charge of 4 hours applies to inspection/testing call-out between 0 and 4 hours. Eight (8) hours will be charged for work performed over 4 hours up to 8 hours. Overtime charges will be rounded to the nearest half hour.

6. Overtime Rates - Rates are based on an 8-hour workday between 7:00 a.m. and 4:00 p.m., Monday-Friday. Work outside of these hours or in excess of 8 hr/day or 40 hr/wk will be charged at 1.5 times the listed rates.

Work over 12 hours in 1 day or work on Sundays or holidays will be charged at 2.0 times quoted rates. Night / Special Shift work is charged a 1.5 times normal rate unless a full week’s work (5 days) is scheduled.

7. Holidays - New Year’s Day, Memorial Day, Independence Day, Labor Day, Veteran’s Day, Thanksgiving Day and the following Friday, and Christmas Day. For holidays falling on Saturday or Sunday, the closest regular workday will be observed.

8. Travel – Hourly travel is charged portal-to-portal for technicians.

Travel charges may be waived for special inspectors within 25 miles of our laboratory. Mileage/Trip Charges charged at rates listed below.

9. Per Diem – Per diem will be charged at 1.1 times the Federal (GSA) rate for all out-of-town assignments unless otherwise arranged.

10. Project Management & Report Distribution - All assignments are under the supervision of a Registered Professional Engineer.

Engineering time of 0.1 hour per inspection day or ½-hour/week (min) will be invoiced for scheduling, management, & report review.

11. Outside Services / Drillers-CPT / Subcontractors - Cost plus 15%.

12. Prevailing Wage – Client shall notify NV5, in writing, of any requirement for payment of California Prevailing Wage or other predetermined wage condition. Client agrees to indemnify NV5 against all costs related Client’s failure to notify NV5 of wage requirements.

13. Sample Disposition – Unless previously arranged, all samples will be disposed upon completion of testing. Samples suspected of contamination will be held pending disposition by Client. Samples may be archived for a specified period for an agreed monthly fee – typically $5/mo per ring/tube sample, $10/mo AC box, $15/mo bulk.

14. Certified Payroll – A $45 per week, per project processing fee for Certified Payroll will be assessed on Prevailing Wage Projects.

15. Escalation – Listed rates are subject to annual escalation in accordance with NV5 Ventura’s published annual Fee Schedule. Updated Fee Schedules will be published annually and become effective January 1.

I. PROFESSIONAL, TECHNICAL, & SUPPORT STAFF
(Hourly rates unless otherwise indicated. Charges are portal-to portal from/to NV5’s lab) A. Professional Staff Standard
Principal Engineer/Geologist/Consultant $ 215
Senior Engineer/Geologist/Consultant (PE, CEG) $ 190
Project Engineer/Geologist/Consultant $ 175
Sr. Staff Engineer/Geologist/Consultant $ 150
Staff Engineer/Geologist/Consultant $ 138
Construction Services Manager $ 185
Project Manager $ 175
B. Technical Staff Prevailing Wage Standard
ICC Special Inspector I / Soil-Asphalt-ACI Technician I $ 122 $ 96 ICC Special Inspector II / Soil-Asphalt-ACI Technician II $ 126 $ 106 ICC Special Inspector III / Soil-Asphalt-ACI Technician III $ 132 $ 116 AWS Certified Welding Inspector I $ 126 $ 100
AWS Certified Welding Inspector II $ 132 $ 110
Roofing/Waterproofing Inspector I $ 122 $ 100
Roofing/Waterproofing Inspector II $ 132 $ 110
NDT Technician I (UT/Mag Part./Dye Pen.) $ 122 $ 100
NDT Technician II (UT/Mag Part./Dye Pen.) $ 132 $ 110
C. Public Works/DSA/OSPHD Inspection Standard
Project Inspector / OSHPD IOR C, DSA PI III $ 110
Project Inspector / OSHPD IOR B, DSA PI II $ 120
Project Inspector / OSHPD IOR A, DSA PI I $ 130
DSA Masonry / Shotcrete Inspection I $ 122 $ 106
DSA Masonry / Shotcrete Inspection II $ 132 $ 122
D. Sample Pickup, Delivery, Storage & Mileage Standard
Sample Pickup/Delivery (>25mi. radius of Lab) – plus applicable unit price $ 80/hr Saturday Sample Pickup/Delivery (hourly, 4 hr minimum, plus mileage) $ 120/hr Mileage / Trip Charge – Field Vehicle ($35/day min. charge) $ 0.75/mi Mileage – Coring Truck $ 0.85/mi
Vehicle – Field Truck 2WD $ 65/day
Vehicle – Field Truck 4WD $ 85/day
E. Diamond Coring (min. charge = field time w/travel + 1 hr. mob./demob.) Machine, truck & 1 operator (accessible flatwork only) $245/hr $ 208/hr Machine, truck & operator & helper $360/hr $ 312/hr
Coring Bit Charge $ 3.50/in
F. Support Staff & Special Services Standard
Laboratory Technician $135/hr
Certified Payroll Admin.(per project) $45/wk
Court Appearance and Depositions (4 hr min) $440/hr
Clerical $76/hr
Special Inspection Verified Report (SIVR/VR) $ 312 (min.) ea.

Laboratory / Geotech. Verified Rpt (DSA 291/293 – Test only) $ 515 (min.) ea.

Combined Lab Verified Report (DSA 291 – Tests & Inspections) $ 670 (min.) ea.

DSA 5 SI (Inspector Qualifications) $ 90 ea.

II. MATERIALS AND EQUIPMENT
A. Equipment Rate

1. Air Meter (Concrete) $ 60/dy

2. Asphalt Patch (cold patch / cutback) – per bag $ 48/dy

3. Calibrated Hydraulic Ram (Pull test) $ 106/dy

4. Ceiling Wire Dead-Weight Equip. $ 180/dy

5. Coating Thickness Gauge $ 125/dy

6. Concrete Slab Moisture Emission Kit / RH Probe (ea.) $ 95/ea

7. Floor Flatness (plus labor – 4hr min) $ 635/dy

8. Durometer Gauge (Shore A/D) $ 65/dy

9. Dynamic Cone Penetrometer (Wildcat w/ 35 lb hammer) $ 550/dy

10. Generator (Portable) $ 105/dy

11. Ground Penetrating Radar (GPR) – (plus labor – 4 hr min) $ 440/dy

12. Hardness Gauge (Brinell, Rockwell) $ 135/dy

13. Non-Shrink High-Strength Grout (per bag) $ 55/dy

14. Nuclear Density Gauge $ 40/dy

15. Pachometer (Rebar) Survey Equipment $ 110/dy

16. Peristaltic Groundwater Sampling Pump $ 240/dy

17. Portable Generator $ 100/dy

18. Scaffold – Portable $ 125/dy

19. Schmidt Hammer $ 85/dy

20. Skidmore Wilhelm, per day $ 235/dy

21. Torque Wrench (Large, >100 ft-lb), per day $ 95/dy

22. Torque Wrench (Small), per day $ 30/dy

23. Ultrasonic / Mag. Particle Equipment & Consumables $ 85/dy 37 NV5 WEST, INC. (Ventura, CA)
2023 FEE SCHEDULE
2023 NV5 Ventura Fee Schedule.docx Page 2 of 3
III. LAB TESTS: AGGREGATE, SOIL, & STONE
A Soils - Geotechnical

1. Atterberg Limits (LL and PL) – ASTM D4318, CTM 204 B $ 215

2. Consolidation (up to 9 Load/Rebound Pts) – ASTM D2435 E $ 375

3. Collapse – ASTM D4546 B $ 185

4. additional Load Increment (Consol./Collapse) – per pt. $ 72

5. Direct Shear, remolded sample – ASTM D3080 D $ 328

6. Direct Shear, undisturbed (ring) sample – ASTM D3080 D $ 276

7. Expansion Index – ASTM D4829 B $ 238

8. Moisture & Dry Density (ring samples) A $ 26

9. Organic Content by Oven Burn-off – ASTM D2974 $ 250

10. pH (soil) – ASTM D4972 C $ 42

11. Resistivity – ASTM G57 C $ 66

12. Resistivity (Minimum) – CTM 643 C $ 175

13. Soil Classification – ASTM D2488 – Visual-Manual A $ 50

14. Soluble Chloride (soils)
C $ 89

15. Soluble Sulfate (soils) C $ 89

16. Unconfined compression on prepared specimens $ 155
B Particle Size Analysis
(listed fees are for standard ASTM C33 sieve stack, special sieves by quote)

1. Sand Equivalent – ASTM D2419, CTM 217 A $ 128

2. Sieve #200 wash only – ASTM D1140, CTM 202 A $ 106

3. Sieve (coarse or fine only, no wash – ASTM C136, CTM 202) A $ 117

4. Sieve (coarse & fine w/ wash – ASTM C136, CTM 202) A $ 148

5. Hydrometer w/ Fine Sieve – ASTM D422, CTM 203 B $ 238

6. Hydrometer w/ Fine & Coarse Sieve – ASTM D422, CTM 203 B $ 270 C Moisture Density Relationship

1. Max. Density-Opt. Moisture (4 in. mold) – ASTM D1557, D698 A $ 240

2. Max. Density-Opt. Moisture (6 in. mold) – ASTM D1557, D698 A $ 295

3. Max. Density-Opt. Moist. w/ Rock Corr. – ASTM D1557, D4718 A $ 350

4. Maximum Density Checkpoint (4 in. mold) A $ 104

5. Caltrans Relative Compaction (Wet Density) – CTM 216 A $ 310 D Aggregate, Soil & Rock

1. Abrasion Resistance by LA Rattler – ASTM C131, CTM 211B $ 228

2. Absorption, sand or gravel – ASTM C127, C128 B $ 65

3. California Bearing Ratio (CBR) with expansion – ASTM D1883 C $ 760

4. Clay lumps and friable particles, per primary size–ASTM C142 C $ 122

5. Cleanness Test – ASTM D4740, CTM 227 A$ 138

6. Crushed particles, per primary size C $ 175

7. Durability Index ($120 per size fraction) – CTM 229 A $ 228

8. Flat & Elongated Particles (per bin size) – ASTM D4791 C $ 200

9. Lightweight pieces, per size fraction – ASTM C123 C $ 425

10. Moisture determination (aggregate samples) A $ 37

11. Mortar making properties of Sand ASTM C87 D $ 410

12. Organic Impurities – ASTM C40, CTM 213 B $ 102

13. Petrographic Analysis of Gravel – ASTM C295 (single grading) E $ 525

14. Petrographic Analysis of WC Sand – ASTM C295 (pre-graded) E $ 900

15. Potential Reactivity Test – ASTM C289 Chemical Method D $ 525

16. Potential Reactivity – ASTM C227 Mortar Bar Method (3 month) E $ 830 Each additional month $ 125

17. Potential Reactivity Test – ASTM C1260 Rapid Method E $ 665

18. Potential Reactivity – ASTM C1293 Mortar Bar w/ Pozz (12 m) E $ 1,695
Extend to 24-months add (C1293 requires Sp.Grav. & Unit Weight) $ 850

19. Potential Reactivity Test – ASTM C1567 Rapid-Cement Combo E $ 805

20. ’R’ Value – ASTM D2844, CT 301 (Treated material by quote) B $ 335

21. Specific gravity w/ absorption - coarse – ASTM C127, CTM 206)B $ 118

22. Specific gravity w/ absorption - fine – ASTM C128, CTM 207)B $ 138

23. Sulfate Soundness, 5 cycle test per primary size – ASTM C88 D $ 386

24. Thermal Resistivity of Soil (including 1 proctor curve) $ 1,090

25. Uncompacted Void Content of Fine Aggregate – AASHTO T304 B $ 186

26. Unit weight – ASTM C29 $ 77
E Lime Treatment / Soil Cement / CTB Tests

1. Lime Treatment: pH by Eades & Grim – ASTM D62676 B $ 382

2. Lime Treatment: Fabrication & Compaction (3) – ASTM D3551 B $ 466

3. Lime Treatment: Compressive Strength (ea) – ASTM D5102 B $ 117

4. Soil Cement – Moist.-Dens. - ASTM D558 – Lab Mixed B $ 434

5. Soil Cement – Moist.-Dens. - ASTM D558 – Field Mixed C $ 325

6. Soil Cement – Wet-Dry Durability – ASTM D559 E $ 1,040

7. Soil Cement – Freeze-Thaw Durability – ASTM D560 E $ 1,215

8. Soil Cement – Mix, Compact & Cure Specimen – ASTM D1632 A $ 138

9. Soil Cement – Compressive Strength - ea sample – ASTM D1633 A $ 127

10. Cement Treated Base (CTB), compact & cure (3 samples) E $ 466

11. Cement Treated Base – Compression (ea) $ 116

12. Cement Treated Base – Stability (3) $ 555
F Rip Rap / Rock Slope Protection / Dimensional Stone Tests

1. Rock Gradation D hourly engineering charge (per quote)

2. Absorption / Apparent Specific Gravity – ASTM C127, CTM 206 D $ 138

3. Durability – CTM 229 D $ 292

4. Percentage Wear – ASTM C131 D $ 248

5. Compressive Strength – ASTM C170 D $ 148

6. Water Absorption & Density – ASTM C97 (3 required) D $ 94

7. Modulus of Rupture – ASTM C99 D $ 161

8. Flexural Strength – ASTM C880 D $ 182

9. Sulfate Soundness – ASTM D5240 (5 cycle) E $ 466

10. Sample Preparation (cutting/crushing/processing – 1 hr min) $ 204/hr (Comp., MOR & Flex Str. require 5 samples ea. in wet & dry conditions ‖ & ⊥ to rift.) (All prices are for prepared samples. Cutting and machining charges are extra.) IV. LAB TESTS: CEMENT, CONCRETE, & MASONRY
A Cement

1. Grab sample (CCR Title 24) includes 1 year storage $ 80

2. Compression Test – High Strength Grout 2” cube – ASTM C109 $ 66 B Concrete

1. Concrete compression: 6x12 cylinder – ASTM C39 A $ 34

2. Concrete compression: 4x8 cylinder – ASTM C39 A $ 28

3. Concrete cylinder pickup: 6x12 (>25mi. radius of Lab add hourly pickup rate) $ 22

4. Concrete cylinder pickup: 4x8 (>25mi. radius of Lab add hourly pickup rate) $ 16

5. Concrete cylinder mold (w/ lid - spare) $ 12

6. Concrete core compression test – ASTM C42 C $ 82

7. Concrete Trial Batch (includes 6 compression tests) $ 935

8. Concrete Mix Design Review (excludes testing & revisions) $ 292

9. Concrete mix proportion revision $ 205

10. Density of Lightweight Struct. Concrete (ASTM C567 -Equil)C $ 230

11. Drying shrinkage – ASTM C157 (set of 3, 5 ages) E $ 605

12. End preparation of cores, diamond sawing, per cut $ 24

13. Flexural beam pick-up (>25mi. radius of Lab add hourly pickup rate) $ 50

14. Flexural strength, 6”x6” beam – ASTM C78 & C293 A $ 94

15. Shotcrete/Gunite core compression test (not including coring) $ 60

16. Coring of Shotcrete/Gunite panel in laboratory, each core $ 72

17. Shotcrete/Gunite panel pick-up (>25mi. radius of Lab add hourly pickup rate) $ 90

18. Lab Trial Batch, not including specimen tests - ASTM C192 Per Quote

19. Lightweight. insulating concrete compress, 4 req. – ASTM C495 $ 94

20. Lightweight insulating concrete – unit weight (oven dry) $ 118

21. Modulus of elasticity, 4”x8” cylinder – ASTM C469 D $ 300

22. Non-Shrink (Dry-Pack) Grout Compression – 2”x2”x2” $ 60

23. Petrographic Analysis - Hardened Concrete – ASTM C856 (per core) E $ 1,150

24. Poisson’s Ratio on 6”x12” cylinders – ASTM C469 D Per Quote

25. Splitting Tensile – ASTM C496 D $ 220

26. Thermal Resistivity – Concrete - FTB $ 1,100
C Masonry

1. Absorption - brick, 5 required – ASTM C67 D $ 85

2. Absorption - masonry unit, 3 required – ASTM C140 D $ 66

3. Compression, brick, 5 required – ASTM C67 D $ 55

4. Compression - masonry core C $ 62

5. Compression - masonry prisms 8”x 8” – ASTM C1314 D $ 195

6. Compression - masonry unit, 3 required – ASTM C140 D $ 100 (requires absorption/unit weight tests for net area)

7. Dimensions – masonry unit, 3 required D $ 60

8. Compression test, grout specimens $ 45

9. Compression test, mortar specimens $ 45

10. Diamond sawing of masonry specimens, if required (minimum) $ 32

11. Linear shrinkage, masonry unit, set of 3 – ASTM C426 E $ 545

12. Masonry Unit Acceptance Tests – ASTM C140 D $ 685
(includes absorption, compression, dimensions, unit weight)

13. Mortar Aggregate Ratio – ASTM C780 (A4)
B $ 382

14. Modulus of rupture, brick, 5 required – ASTM C67 D $ 128

15. Moisture content - masonry unit (as received),3 req’d– ASTM C140 D $ 55

16. Relative Mortar Strength - CTM 515 D $ 495

17. Sample Pickup – Grout, Mortar (per specimen) $ 35

18. Sample Pickup – Masonry Prism (per specimen) $ 90

19. Shear test on masonry core – CBC 2105A.4B $ 127

20. Tensile test on masonry block $ 495

21. Unit weight, masonry unit, 3 required – ASTM C140 D $ 66

22. Veneer Shear Test – ASTM C482 D (5 required) $ 220

23. Visual Examination & Photo-Document Core – CBC 2105A.4 B $ 55 38 NV5 WEST, INC. (Ventura, CA)
2023 FEE SCHEDULE
2023 NV5 Ventura Fee Schedule.docx Page 3 of 3
V. LAB TESTS: REINFORCING & STRUCTURAL STEEL
A General Testing

1. Processing mill certification (each size & heat) $ 28

2. Rockwell or Brinell Hardness, average of three readings $ 40

3. Zinc coating, each item (includes Haz Mat Fee) C $ 238 B Reinforcing Steel

1. Deformations, reinforcing steel C $ 66

2. Pre-stress, strand or wire, tensile & elongation D Per Quote

3. Proof test on post-tension assembly Per Quote

4. Bend Test (rebar) C $ 72

5. Tensile test (rebar), up to & including #8 C $ 72

6. Tensile test (rebar) #9, #10, #11 D $ 138

7. Tensile test (rebar) #14, #18 D $ 228

8. Rebar Mechanical Coupler (Tension) Test (up to #11 bar) D $ 245 C Structural Steel

1. Cutting & machining charges cost + 15%

2. Bend test, structural, all sizes $ 85

3. Tensile test, ≤ ¾” cross-section (cutting & machining extra)* $ 95

4. Tensile test, > ¾” cross-section (cutting & machining extra)* $ 145 *Tensile and yield by percent offset, add $85
D High Strength Bolts

1. DSA-Certified High Strength Bolt Set ea. (Bolt, Nut, & Washer) D $ 366

2. Bolts – proof load (non-DSA) D $ 50
Bolts – ultimate load D $ 72
Bolts – hardness D $ 39

3. Nuts – proof load D $ 50
Nuts – hardness D $ 39

4. Washers – hardness D $ 39
VI. MISCELLANEOUS CONSTRUCTION MATERIALS TESTS

1. Calibration Certificates Per Quote

2. Density of Sprayed Fireproofing $ 125

3. Jobsite Trailer or Mobile Laboratory Per Quote

4. Universal Testing Machine (Hourly) $ 250

5. Ground Rod Test (plus travel) $ 250
VII. ASPHALT & ASPHALTIC CONCRETE
A. Emulsions And Slurry Seals

1. Consistency test – ASTM D3910 A $ 106

2. pH determination B $ 84

3. Residue by Evaporation – T59, CT330, D6934 A $ 160

4. Solids content by evaporation and ignition extraction (slurry) A $ 275

5. Wet Track Abrasion – ASTM D3910 (prep. not included) A $ 178 B. Asphaltic Concrete, Aggregate And Mixes

1. Bulk Specific Gravity (HVEEM – 3 pt. LTMD) CT308 / T166 A $ 250

2. Coring of asphaltic concrete – See Section E Diamond Coring

3. Extraction, % bitumen and sieve analysis
Ignition Oven Method – CTM 382, 202 A $ 270
Solvent Extraction Method – ASTM D2172 B $ 460

4. Extraction, % binder only
Ignition Oven Method – CTM 382 A $ 195
Solvent Extraction Method – ASTM 2172 B $ 360

5. Film stripping – CTM 302 C $ 186

6. Gyratory Compaction, 6” specimen, Lab Mix* – AASHTO T312 B $ 400

7. Gyratory Compaction, 6” specimen, Plant Mix* – AASHTO T312 B$ 345 * Add $115 for Asphalt Rubber

8. Hamburg Wheel Track – AASHTO T324 B $ 1,660

9. Ignition Oven Correction Factor – CTM 382 B $ 725

10. Marshall – Preparation & Compaction A $ 233

11. Marshall - Stability and flow (core) – ASTM D6927 A $ 145

12. Marshall - Stability and flow (bulk) – ASTM D6927 B $ 366

13. Marshall - Specific Gravity – ASTM D2926 A $ 256

14. Theoretical Maximum Specific Gravity (RICE) – D-2041, CT 309 A $ 222

15. Moisture content – ASTM D-1461 A $ 126

16. Recovery of Extracted Asphalt (extraction only) - ASTM D5404 D $ 280

17. Recovery of rubber from ARHM extraction D $ 350

18. Specific gravity of core – ASTM D2726 A $ 66

19. HVEEM Stabilometer test on premixed sample – CTM 366 A $ 208 Stabilometer test and mixing of sample B $ 445

20. Surface Abrasion – CTM 360 C $ 585

21. Resistance to Moisture Induced Damage – T-283 D $ 2,060

22. Resistance to Moisture Induced Damage – CT 371 D $2,950 A,B,C,D,E Standard Turn-Around-Times: (where applicable TAT indicated in superscript following method):

A – 3 working days; B – 5 working days; C – 7 working days; D – 10 working days; E – >10 working days
Standard TAT indicates anticipated testing time under typical conditions and is subject to availability and precedence. RUSH TAT prioritizes testing over other samples. PRIORITY TAT dedicates technician to complete test as quickly as possible per the method specifications – hourly charges will apply for weekend or holiday work.

ADDITIONAL TESTS: NV5 performs a broad spectrum of field and laboratory testing. This Fee Schedule lists only the most common tests performed. For information regarding additional testing services, please contact our laboratory. 39 Attachment 2

PROFESSIONAL SERVICES

AGREEMENT

ON-CALL SERVICES BETWEEN THE CITY OF SANTA PAULA
AND MKN ASSOCIATES, INC.
40 65283.00007\41669536.2
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CITY OF SANTA PAULA

PROFESSIONAL SERVICES AGREEMENT

ON-CALL SERVICES

BETWEEN

THE CITY OF SANTA PAULA
AND

MKN & ASSOCIATES, INC

1. PARTIES AND DATE.

This Agreement is made and entered into this 1st day of November, 2023, by and between the City of Santa Paula, a municipal corporation organized under the laws of the State of California with its principal place of business at 970 Ventura Street, Santa Paula, CA 93060, County of Ventura, State of California ("City") and MKN and Associates Inc., a California Corporation, with its principal place of business at 530 Paulding Circle, Ste. B Arroyo Grande, CA 93420 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing civil engineering, project management, water and wastewater engineering, and construction management services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional services for the On-Call Engineering and Professional Consulting Services project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional civil engineering, project management, water and wastewater engineering, and construction management consulting services necessary for the Project described in Exhibit "A" attached hereto and incorporated herein by reference (“Services”). The Services shall be more particularly described in the individual Task Order issued by the City or its designee. No Services shall be performed unless authorized by a fully executed Task Order in the form attached hereto as Exhibit “B”. All Services shall be subject to, and performed in accordance with, this Agreement, each Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
41 65283.00007\41669536.3
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3.1.2 Term. The term of this Agreement shall be from July 1, 2023 to June 30, 2026, unless earlier terminated as provided herein. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for no more than one additional one-year terms. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The maximum compensation for Services to be provided pursuant to each Task Order shall be set forth in the relevant Task Order. The total compensation for all Task Orders issued hereunder shall not exceed Two Hundred Fifty Thousand Dollars and Zero Cents ($250,000.00) per fiscal year without written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

3.3 Responsibilities of Consultant.

3.3.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control.

Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due 42 65283.00007\41669536.3
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such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.3.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.3.6 Consultant's Representative. Consultant hereby designates Michael Nunley, Principal-In-charge, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the 43 65283.00007\41669536.3
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standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.9 Period of Performance.

3.3.9.3 Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional 44 65283.00007\41669536.3
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compensation. Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.10 Laws and Regulations; Employee/Labor Certification.

3.3.10.5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water 45 65283.00007\41669536.3
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discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

3.3.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

3.3.11 Insurance.

3.3.11.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General
Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence.
(C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with 46 65283.00007\41669536.3
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limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.

3.3.11.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(B) Automobile Liability. (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(C) Professional Liability (Errors & Omissions): 1)
Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Contractual Liability Exclusion Deleted: This insurance shall include contractual liability applicable to this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend. (D) Workers' Compensation: (1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

3.3.11.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, 47 65283.00007\41669536.3
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agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.3.11.6 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.3.11.9 Enforcement of Agreement Provisions (non estoppel).

3.3.11.11 Additional Insurance Provisions
48 65283.00007\41669536.3
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(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (D) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(F)Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, 49 65283.00007\41669536.3
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Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

3.5 Termination of Agreement.

3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this 50 65283.00007\41669536.3
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section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.6 Indemnification.

Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.6.3 To the fullest extent permitted by law, City and Consultant waive against each other, and the other’s employees, officers, directors, members, agents, insurers and partners, any and all claims for or entitlement to special, incidental, indirect, punitive or consequential damages arising out of or resulting from, or in any way related to this Agreement.

3.7 General Provisions.

3.7.1 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, 51 65283.00007\41669536.3
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data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.7.2 Independent Contractors and Subcontracting.

Consultant: MKN & Associates Inc.
530 Paulding Circle, Ste. C
Arroyo Grande, CA 93420
ATTN: Michael Nunley, Principal-In-Charge
City: City of Santa Paula
970 Ventura Street
Santa Paula, CA 93060
ATTN: Clete Saunier, Public Works Director
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

3.7.4.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed 52 65283.00007\41669536.3
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in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project.

Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.7.4.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information. Consultant shall have five (5) working days after receipt of the release notice to give City written notice of Consultant's objection to the City's release of Proprietary Information.

Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of an objection notice unless either:
(1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Ventura County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have 54 65283.00007\41669536.3
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been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor 55 65283.00007\41669536.3
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has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.7.22 Order of Precedence. The following order and succession of the referenced documents shall govern in the event of conflict between documents:

3.7.22.1 Amendment(s)

3.7.22.2 This Agreement

3.7.22.3 Task Orders

3.8 Federal Provisions.

FEMA financial assistance will be used to fund all or a portion of this Agreement. The Consultant shall comply with all federal requirements including, but not limited to, the following:
2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which is expressly incorporated herein by reference, and Federal Contract Provisions attached hereto as Exhibit “A-1” and incorporated herein by reference. Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in the Agreement, including but not limited to, 2 C.F.R. Part 200 and the Federal Contract Provisions. With respect to any conflict between such federal requirements and the terms of this contract and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control. [SIGNATURES ON NEXT PAGE]
56 65283.00007\41669536.3
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_____________________________________
Monica Castillo
Interim City Attorney
Attested By:

Julie Latshaw
City Clerk
Dan Singer
City Manager
MKN & ASSOCIATES, INC.
[If Corporation, TWO SIGNATURES, President
OR Vice President AND Secretary OR
Treasurer REQUIRED]
By:

Its:

Printed Name:

By:

Its:

Printed Name:

SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL

SERVICES BETWEEN THE CITY OF SANTA PAULA AND
MKN & ASSOCIATES, INC.

IN WITNESS WHEREOF, each of the Parties has caused this Contract to be executed on the day and year first above written.

Approved as to Form:

Approved By:

CITY OF SANTA PAULA
CEO/ President
Michael K. Nunley
Vice President, Operations Manager
Eileen Shields
57 65283.00007\41669536.3
Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT–ON CALL
EXHIBIT "A"

SCOPE OF SERVICES
[Due to page volume, this exhibit is intentionally omitted. A copy of the entire agreement is available at the City Clerk’s office]
58 65283.00007\41669536.3
Exhibit “A-I-1” PROFESSIONAL SERVICES AGREEMENT–ON CALL EXHIBIT "A-I"

2. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.326)

2.1.3 The Consultant will not discharge or in any other manner discriminate 59 65283.00007\41669536.3
Exhibit “A-I-2” PROFESSIONAL SERVICES AGREEMENT–ON CALL against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Consultant's legal duty to furnish information.

2.1.5 The Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above 60 65283.00007\41669536.3
Exhibit “A-I-3” PROFESSIONAL SERVICES AGREEMENT–ON CALL equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

2.2 Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act: If this contract is in excess of $150,000, Consultant shall comply with the following:

2.3 Appendix II to Part 200 (H) – Debarment and Suspension. This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Consultant is required to verify that none of the Consultant, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. This certification is a material representation of fact relied upon by City. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Consultant also agrees to verify that all subcontractors performing work under this contract are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above. Consultant further agrees to notify the City in writing immediately if Consultant or its subcontractors are not in compliance during the term of this contract.

2.5 Procurement of Recovered Materials. In the performance of this contract, Consultant shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired: competitively within a timeframe providing for compliance with the contract performance schedule; meeting contract performance requirements; or at a reasonable price. Information about this requirement, along with the list of EPA-designate items, is available at EPA’s Comprehensive Procurement Guidelines web site,
https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. Consultant also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.

3. MISCELLANEOUS PROVISIONS

3.1 The Consultant shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA preapproval.

3.3 Consultant acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Consultant’s actions pertaining to this contract. 62 65283.00007\41669536.3
Exhibit “A-I-5” PROFESSIONAL SERVICES AGREEMENT–ON CALL

3.5 General and administrative expenses shall be negotiated and must conform to the Cost Principles in 2 C.F.R. Part 200. Profit shall be negotiated as a separate element of the cost. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the Consultant, the Consultant's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. Any agreement, amendment or change order for work performed on a time and materials basis shall include a ceiling price that Consultant exceeds at its own risk.
63 65283.00007\41669536.3
Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT–ON CALL
EXHIBIT "B"

SAMPLE TASK ORDER FORM
TASK ORDER #
Issued under AGREEMENT FOR SERVICES, dated __________________ Project Name:

Project Number:

Contractor Name:

Vendor Number:

Contract Number:

Account Number: XXX-X-XXXX-XXX
Date Prepared:

Project Description:

Provide ______________________ consulting services to the City of Santa Paula.

Description of Services to be Performed by Consultant under this Task Order:

Time for Completion:

The Consultant shall complete the work __ months from executed Task Order.

Cost Estimate:

CONSULTANT/CONTRACTOR
_________________________________________ _________
Consultant Company Date
Recommended/Approved By:
__________________________ _________ _________________________ _________ Clete Saunier, Date Christy Ramirez, Date
Public Works Director Finance Director
64 65283.00007\41669536.3
Exhibit “B”-2 PROFESSIONAL SERVICES AGREEMENT–ON CALL
________________________________________ ________
Dan Singer, Date
65 65283.00007\41669536.3
Exhibit “C”-1 PROFESSIONAL SERVICES AGREEMENT–ON CALL
EXHIBIT "C"

COMPENSATION
[Attached Behind]
66 29

STATEMENT OF QUALIFICATIONS FOR CITY OF SANTA PAULA FOR

ON-CALL ENGINEERING & PROFESSIONAL CONSULTING SERVICES
SECTION 5

HOURLY RATE SCHEDULE
2023 FEE SCHEDULE FOR

PROFESSIONAL SERVICES

ENGINEERS AND TECHNICAL SUPPORT STAFF
AdministrativeAssistant $105/HR
Engineering Technician $114/HR
CAD Technician I $137/HR
CAD Design Technician II $155/HR
Senior Designer $170/HR
Assistant Engineer I $151/HR
Assistant Engineer II $168/HR
GIS Specialist $165/HR
Senior Planner $220/HR
Planner II $205/HR
Planner I $180/HR
Project Engineer I/ Senior Scientist $200/HR
Project Engineer II $208/HR
Senior Project Engineer I $220/HR
Senior Project Engineer II $225/HR
Project Manager $230/HR
Senior Project Manager $240/HR
Principal Engineer $260/HR
Project Director $280/HR
Senior Project Director $300/HR

CONSTRUCTION MANAGEMENT SERVICES
Construction Inspector $173/HR
Assistant Resident Engineer $178/HR
Resident Engineer $196/HR
Construction Manager $214/HR
Principal Construction Manager $252/HR

Routine office expensessuch as computer usage, software licenses and fees, telephone charges, office equipment and supplies, incidental postage, copying, and faxes are included as a 3% fee on labor cost.

The foregoing Billing Rate Schedule is effective through December 31, 2023 and will be adjusted each year after at a rate of 2 to 5%.

DIRECT PROJECT EXPENSES
OutsideReproduction Cost + 10%
Subcontracted or Subconsultant Services Cost + 10%
Travel & Subsistence (other than mileage) Cost
Auto Mileage Current IRS Rate ‐ $.625/mi.
67 Attachment 3

PROFESSIONAL SERVICES

AGREEMENT

ON-CALL SERVICES BETWEEN THE CITY OF SANTA
PAULA AND TWINING, INC.
68 65283.00001\33134795.1
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PROFESSIONAL SERVICES AGREEMENT

FOR ON-CALL SERVICES

BETWEEN

THE CITY OF SANTA PAULA
AND
TWINING, INC.

1. PARTIES AND DATE.

This Agreement is made and entered into this 1st day of November, 2023, by and between the City of Santa Paula, a municipal corporation organized under the laws of the State of California with its principal place of business at 970 Ventura Street, Santa Paula, CA 93060, County of Ventura, State of California ("City") and Twining Inc., a California corporation, with its principal place of business at 2883 East Spring Street, Suite 300, Long Beach, CA 90806 ("Consultant").

City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing geotechnical engineering and material testing services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional services for the On-Call Engineering and Professional Consulting Services project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional geotechnical engineering and material testing consulting services necessary for the Project described in Exhibit "A" attached hereto and incorporated herein by reference (“Services”). The Services shall be more particularly described in the individual Task Order issued by the City or its designee. No Services shall be performed unless authorized by a fully executed Task Order in the form attached hereto as Exhibit “B”. All Services shall be subject to, and performed in accordance with, this Agreement, each Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from July 1, 2023 to June 30, 69 70
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89 90
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99 100
Attachment 4

PROFESSIONAL SERVICES

AGREEMENT

ON-CALL SERVICES BETWEEN THE CITY OF SANTA PAULA
AND EMC PLANNING GROUP, INC.
101
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PROFESSIONAL SERVICES AGREEMENT

FOR ON-CALL SERVICES

BETWEEN

THE CITY OF SANTA PAULA
AND
EMC PLANNING GROUP INC.

1. PARTIES AND DATE.

This Agreement is made and entered into this 18th day of October, 2023, by and between the City of Santa Paula, a municipal corporation organized under the laws of the State of California with its principal place of business at 970 Ventura Street, Santa Paula, CA 93060, County of Ventura, State of California ("City") and EMC Planning Group Inc, a California corporation, with its principal place of business at 601 Abrego Street, Monterey CA 93940 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing environmental monitoring and consulting services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional services for the On-Call Engineering and Professional Consulting Services project ("Project") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental monitoring and consulting services necessary for the Project described in Exhibit "A" attached hereto and incorporated herein by reference (“Services”). The Services shall be more particularly described in the individual Task Order issued by the City or its designee. No Services shall be performed unless authorized by a fully executed Task Order in the form attached hereto as Exhibit “B”. All Services shall be subject to, and performed in accordance with, this Agreement, each Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from July 1, 2023 to June 30, 2026, unless earlier terminated as provided herein. The City shall have the unilateral option, at 102
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its sole discretion, to renew this Agreement automatically for no more than one additional oneyear terms. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Compensation.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "C" of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

Consultant shall be responsible for all reports and obligations respecting such additional 103
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personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.3.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

Michael J Groves, President and Senior Principal.

3.3.6 Consultant's Representative. Consultant hereby designates Michael J.

Groves, President and Senior Principal, or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling 104
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necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.9 Period of Performance.

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.10 Laws and Regulations; Employee/Labor Certification. 105
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3.3.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and 106
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regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

3.3.11 Insurance.

3.3.11.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement. 107
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3.3.11.5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
108
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3.3.11.9 Enforcement of Agreement Provisions (non estoppel).

3.3.11.11 Additional Insurance Provisions
(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
109
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(C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (D) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(F) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its 110
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officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.5 Termination of Agreement.

3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 111
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3.6 Indemnification.

3.6.1 To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.7 General Provisions.

3.7.2 Independent Contractors and Subcontracting.

3.7.2.2 Prior Approval Required. Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, 112
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without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.

Consultant: EMC Planning Group, Inc.
601 Abrego Street
Monterey, CA 93940
ATTN: Michael J. Groves
City: City of Santa Paula
PO Box 569
Santa Paula, CA 93061
ATTN: Clete Saunier, Public Works Director
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

3.7.4.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of seven (7) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents. 113
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3.7.4.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the release notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall 114
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indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of an objection notice unless either: (1) Consultant fails to fully indemnify, defend, and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
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3.7.22 Order of Precedence. The following order and succession of the referenced documents shall govern in the event of conflict between documents:

3.7.22.1 Amendment(s)

3.7.22.2 This Agreement

3.7.22.3 Task Orders

3.8 Federal Provisions.

FEMA financial assistance will be used to fund all or a portion of this Agreement. The Consultant shall comply with all federal requirements including, but not limited to, the following:
2 C.F.R. Part 200 – Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which is expressly incorporated herein by reference, and Federal Contract Provisions attached hereto as Exhibit “A-1” and incorporated herein by reference. Subcontracts, if any, shall contain a provision making them subject to all of the provisions stipulated in the Agreement, including but not limited to, 2 C.F.R. Part 200 and the Federal Contract Provisions. With respect to any conflict between such federal requirements and the terms of this contract and/or the provisions of state law and except as otherwise required under federal law or regulation, the more stringent requirement shall control. [SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL

SERVICES BETWEEN THE CITY OF SANTA PAULA AND
EMC PLANNING GROUP, INC.

IN WITNESS WHEREOF, each of the Parties has caused this Contract to be executed on the day and year first above written.

CITY OF SANTA PAULA EMC Planning Group, Inc.

By:

Michael J. Groves, President
Approved By:

Dan Singer,
City Manager
Approved as to Form:
_____________________________________
Monica Castillo,
City Attorney
Attested By:

Julie Latshaw,
City Clerk
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65283.00001\33134795.1
Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT–ON
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EXHIBIT "A"

SCOPE OF SERVICES
[Due to page volume, this exhibit is intentionally omitted. A copy of the entire agreement is available at the City Clerk’s office]
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Exhibit “A-I-1” PROFESSIONAL SERVICES AGREEMENT–ON
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EXHIBIT "A-I"

2. REQUIRED CONTRACT PROVISIONS IN ACCORDANCE WITH APPENDIX II TO PART 200 – CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER FEDERAL AWARDS (2 C.F.R. § 200.326)

2.1.3 The Consultant will not discharge or in any other manner discriminate 120
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Exhibit “A-I-2” PROFESSIONAL SERVICES AGREEMENT–ON
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against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Consultant's legal duty to furnish information.

2.1.5 The Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above 121
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equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

2.2 Appendix II to Part 200 (G) – Clean Air Act and Federal Water Pollution Control Act: If this contract is in excess of $150,000, Consultant shall comply with the following:

2.3 Appendix II to Part 200 (H) – Debarment and Suspension. This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such Consultant is required to verify that none of the Consultant, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these 122
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regulations in any lower tier covered transaction it enters into. This certification is a material representation of fact relied upon by City. If it is later determined that Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. Consultant warrants that it is not debarred, suspended, or otherwise excluded from or ineligible for participation in any federal programs. Consultant also agrees to verify that all subcontractors performing work under this contract are not debarred, disqualified, or otherwise prohibited from participation in accordance with the requirements above.

Consultant further agrees to notify the City in writing immediately if Consultant or its subcontractors are not in compliance during the term of this contract.

3. MISCELLANEOUS PROVISIONS

3.1 The Consultant shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA preapproval.

3.3 Consultant acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims and Statements) applies to the Consultant’s actions pertaining to this contract.

3.5 General and administrative expenses shall be negotiated and must conform to the Cost Principles in 2 C.F.R. Part 200. Profit shall be negotiated as a separate element of the cost.

To establish a fair and reasonable profit, consideration must be given to the complexity of the 123
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work to be performed, the risk borne by the Consultant, the Consultant's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. Any agreement, amendment or change order for work performed on a time and materials basis shall include a ceiling price that Consultant exceeds at its own risk.
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Exhibit “B”-1 PROFESSIONAL SERVICES AGREEMENT–ON
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EXHIBIT "B"

Project Number:

Contractor Name:

Vendor Number:

Contract Number:

Account Number: XXX-X-XXXX-XXX
Date Prepared:

Project Description:

Provide ______________________ consulting services to the City of Santa Paula.

Description of Services to be Performed by Consultant under this Task Order:

Time for Completion:

The Consultant shall complete the work __ months from executed Task Order.

Cost Estimate:

CONSULTANT/CONTRACTOR
_________________________________________ _________
Consultant Company Date
Recommended/Approved By:
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__________________________ _________ __________________________ _________ Clete Saunier, Date Christy Ramirez, Date
Public Works Director Finance Director
________________________________________ ________
Dan Singer, Date
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Exhibit “C”-1 PROFESSIONAL SERVICES AGREEMENT–ON CALL
EXHIBIT "C"

COMPENSATION
[Attached Behind]
127
Section 5.0 Hourly Rate Schedule 5-1 EMC Planning Group Statement of Qualifications for On-Call Engineering and Professional Consulting Services May 17, 2023

5.0 Hourly Rate Schedule

FEE SCHEDULE
(Effective January 1, 2023)
Principals Hourly Billing Rate
Senior Principal .............................................................. $275.00 Principal .......................................................................... $250.00 Planners
Principal Planner ............................................................ $220.00 Senior Planner ................................................................ $195.00 Associate Planner ........................................................... $165.00 Assistant Planner ........................................................... $140.00 Biologists Monitoring Rate
Principal Biologist .......................................................... $210.00 ($150.00) Senior Biologist................................................................ $170.00 ($130.00) Associate Biologist ......................................................... $145.00 ($120.00) Assistant Biologist........................................................... $125.00 ($100.00) Archaeologist
Registered Professional Archaeologist ........................ $125.00 Support Staff
Desktop Publisher .......................................................... $150.00 Executive Assistant/Production Manager .................. $125.00 Administrative Assistant .............................................. $115.00 GIS/Graphics Technician .............................................. $140.00 This fee schedule is exclusive of direct reimbursable expenses, such as word processing, editing, printing, copying, travel, lodging, dining, communications, supplies, equipment rental, etc. All expenses are billed at cost plus ten percent (10%) for administration. All outside services are billed at cost plus ten percent (10%) for administration. This fee schedule is subject to revision at any time.

A retainer of up to fifty percent (50%) of the approved contract amount may be required for new clients or projects. Invoices are due and payable within 30 days. Past due balances are subject to a service charge of one and one-half percent (1.5%) per month. Service charges are in addition to approved contract amount.

Expert witness services are provided at a fifty percent (50%) mark-up. 128
To: Honorable Mayor and Members of the City Council
From: James Mason, Community & Economic Development Director Subject: PROFESSIONAL SERVICES AGREEMENT WITH MNS ENGINEERS, INC. FOR DEVELOPMENT PROJECT PLANNING AND

ENVIRONMENTAL CONSULTING SERVICES
Date: November 1, 2023
Agenda Item: 10.B

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

Staff recommends that the City Council:

1. Authorize the City Manager to execute a three-year Professional Services Agreement with MNS Engineers Inc. to provide planning services for a not-to-exceed amount of $125,000 per fiscal year; and/or

2. Take such additional, related action that may be desirable.

BACKGROUND:

The current staffing level of the Planning Department and pending workload necessitates the use of contract planners to provide planning services and maintain responsive services to the public. Since 2014, the City has utilized contract consultants to assist with the East Area 1 project. Several of the Planning Department's contract consultants previously employed by other firms have joined MNS Engineers, Inc (MNS). The contract before the City Council (Attachment A), which is approved by the City Attorney, is to provide continued professional planning services by this firm and to provide continuity with existing contract planning services among the City staff and the East Area 1 project applicant.

ANALYSIS:

Trayci Nelson has provided contract planning services to the City since 2014 during her time with another firm. Now employed at MNS, Ms. Nelson’s specific duties as the contract planner would continue to focus on the implementation of the East Area 1 project, and other work responsibilities, which would be assigned on an as-needed basis. Incorporated in 1962, MNS was formed by the merger of three well-established firms, and has become an industry leader with an ever-expanding presence in California.

STRATEGIC PLAN:

Operational Excellence Goal: Provide excellent service to the community in a cost-effective manner with an engaged workforce with a focus on continuous improvement and outstanding 129
customer service.

Objective 1. Streamline the application and permitting processes for businesses. Utilization of contract building inspection, plan review and code compliance services will improve customer service through improvements to one-stop development permitting and review processes.

FISCAL IMPACTS:

The proposed contract with MNS Engineers is for a not-to-exceed amount of $125,000 per fiscal year. The cost for individual services will be paid for by deposits from the individual project applicants. Work will not begin until a deposit is received. A majority of the consultant’s work will be focused on East Area 1 project, and individual projects which will pay for the consultant services.

OPTIONS:

As an alternative to Staff's recommendation, the City Council may:

1. Decline to approve the proposed Professional Services Agreement with MNS Engineers for planning services; and/or

2. Refer the matter back to Staff with further direction.

ATTACHMENTS:

ATTACHMENT A_MNS Professional Services Agreement-unsigned-v2-c1 9-25-23.docx Ex. A to MNS Engineers PSA _Santa Paula Scope of Services Ex. B to MNS Engineers PSA - 2023 Standard Fee Schedule 130
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ATTACHMENT A

PROFESSIONAL SERVICES AGREEMENT
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CITY OF SANTA PAULA

PROFESSIONAL SERVICES AGREEMENT
WITH
MNS ENGINEERS, INC.

1. PARTIES AND DATE.

This Agreement is made and entered into this 1st day of November, 2023, by and between the City of Santa Paula, a municipal corporation organized under the laws of the State of California with its principal place of business at 970 Ventura Street, Santa Paula, CA 93060, County of Ventura, State of California ("City") and MNS ENGINEERS, INC., a CALIFORNIA CORPORATION with its principal place of business at 201 N. Calle Cesar Chavez, Suite 300 Santa Barbara, CA ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing construction management, civil engineering, land surveying and planning services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render planning professional services for the East Area 1 project, and individual projects which will pay for the consultant services. ("Projects") as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional planning consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with this Agreement, the exhibit(s) attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

3.1.2 Term. The term of this Agreement shall be from July 1, 2023 to June 30, 2026 unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.
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3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total compensation shall not exceed ONE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($125,000.00) per fiscal year without written approval of the City Council or City Manager, as applicable. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

3.2.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Projects, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.3.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner and in accordance with the Schedule of Services, if any, set forth in Exhibit "A" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon 133
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request of City, Consultant shall provide a more detailed schedule of anticipated performance to complete the Services.

3.3.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

Trayci Nelson, Principal Planner

3.3.5 City's Representative. The City hereby designates James Mason, Community and Economic Development Director, or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement. Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.3.6 Consultant's Representative. Consultant hereby designates Trayci Nelson, Principal Planner, or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.3.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply 134
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with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.9 Period of Performance.

3.3.9.1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibit “A” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.10 Laws and Regulations; Employee/Labor Certification.

3.3.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

3.3.11 Insurance.

3.3.11.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all 136
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insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3.3.11.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $1,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.

Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of 137
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ISO CG 20 10 10 01 and 20 37 10 01 (or overage) to effectuate this requirement. (2) Cancellation:

Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(B) Automobile Liability. (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(C) Professional Liability (Errors & Omissions1) Cancellation:

Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
(D) Workers' Compensation: (1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

3.3.11.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least 138
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fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.3.11.9 Enforcement of Agreement Provisions (non estoppel).

3.3.11.11 Additional Insurance Provisions
(A) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(C) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (D) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
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(E) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.3.11.12 Insurance for Subconsultants. The Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be 140
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Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

3.5 Termination of Agreement.

3.6 Indemnification.

3.7 General Provisions.

3.7.2 Independent Contractors and Subcontracting.

Consultant: MNS ENGINEERS, INC
201 N. Calle Cesar Chavez, Suite 300
Santa Barbara, CA 93103
ATTN: Trayci Nelson, Principal Planner
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City: City of Santa Paula
970 Ventura Street
Santa Paula, CA 93060
ATTN: Community & Economic Development Director
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

3.7.4.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only 143
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with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.7.4.4 Indemnification. Consultant defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.7.4.6 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the release notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant indemnify, defend and hold harmless the City, and its officers, directors, employees, from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of an objection notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.7 Attorneys’ Fees. If either party commences an action against the other 144
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party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all costs of such action.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.7.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any 145
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contractual rights by custom, estoppel, or otherwise.

3.7.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF SANTA PAULA AND
MNS ENGINEERS, INC.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF SANTA PAULA MNS ENGINEERS, INC.

By:

Its: Vice President Planning Lead
Printed Name: Peter Minegar
By:

Its: Vice President-Chief of Staff
Printed Name: Tanya Bilezikjian
Approved By:

Dan Singer
City Manager
Approved as to Form:
_____________________________________
Monica Castillo
City Attorney
Attested By:

Julie Latshaw
City Clerk
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EXHIBIT "A"

SCOPE OF SERVICES
[Attached behind]
148
65283.00005\41762163.2
EXHIBIT "B"

COMPENSATION
[Attached behind]
149

SCOPE OF SERVICES
MNS Engineers, Inc (MNS) will serve as an extension of City staff and will assist the City with coordinating and managing the processing of amendments and project related entitlements for the East Area 1 Specific Plan Project. The planning services and technical assistance to be provided include the following tasks:
 Conduct site visits and communicate directly with the applicant regarding the specific requirements and/or information necessary to process applications for the requested land use entitlements.
 Review and determine completeness of the applications received.  Prepare a work program for Specific Plan amendments/revisions.  Review draft Specific Plan revisions/amendments for consistency with Government Code Section 65451 and City requirements.
 Review other project-related development plans and entitlements for compliance with the City's development policies and standards contained in the General Plan and Zoning Ordinance, respectively.
 Coordinate the City's interdepartmental review of proposed projects.  Meet with the applicant(s) to discuss the project and any suggested design changes, as necessary.
 Coordinate the preparation and processing of the appropriate California Environmental Quality Act document for any Specific Plan amendments/revisions and other requested land use entitlements with the consultant responsible for preparing the document.
 Peer review any CEQA documents prepared by other consultants and bring in appropriate technical expertise to do so as necessary.  Prepare staff report(s), including conditions of approval and recommendations for consideration and action by the Planning Commission and City Council.  Prepare Planning Commission and City Council resolutions and ordinances related to the Specific Plan amendments/revisions and other requested land use entitlements and CEQA document certification.
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 Prepare and coordinate the posting, publication and mailing of all required public notices.
 Coordinate the distribution of project-related documents to outside agencies, as required.
 Schedule and assist in conducting public workshops, as deemed necessary.
 Schedule and assist in conducting public hearings before the Planning Commission and City Council.
 Coordinate the preparation and filing of all required notices with the State Clearinghouse and/or County Clerk, as applicable; and
 Perform other tasks required for the management of the project as assigned by the Planning Director.

These services will be managed by MNS Agency Staffing Lead Ms. Trayci Nelson, or other MNS staff under her supervision as deemed appropriate. As necessary and appropriate, Ms. Nelson will work remotely or use City facilities and equipment in the City of Santa Paula Planning Department.
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20 2 3 STANDARD SCHEDULE OF FEES

PROJECT/PROGRAM MANAGEMENT
Principal-In-Charge.............................. $325
Senior Project/Program Manager .....310
Project/Program Manager ...................260
Assistant Project/Program Manager 245
Senior Project Coordinator..................185
Project Coordinator................................155

ENGINEERING
Principal Engineer.................................$290 Lead Engineer........................................... 255 Supervising Engineer............................. 245
Senior Project Engineer ........................ 225
Project Engineer ...................................... 200 Associate Engineer ................................. 180 Assistant Engineer .................................. 165

SURVEYING
Principal Surveyor.................................$265 Lead Surveyor........................................... 255 Supervising Surveyor............................. 220
Senior Project Surveyor ........................ 200
Project Surveyor ...................................... 175 Associate Project Surveyor.................. 165
Assistant Project Surveyor................... 150
Party Chief (PW)....................................... 180 Chainperson (PW)................................... 150 One-Person Survey Crew (PW)........... 215

TECHNICAL SUPPORT
CADD Manager......................................$200
Supervising Technician ......................... 170
Senior Technician.................................... 160 Engineering Technician......................... 125

CONSTRUCTION MANAGEMENT
Principal Construction Manager......$315
Senior Construction Manager............ 275
Senior Resident Engineer..................... 250
Resident Engineer................................... 240 Structure Representative...................... 235
Construction Manager.......................... 220
Assistant Resident Engineer................ 200
Sr. Construction Inspector (PW) ....... 175
Construction Inspector (PW) ............. 168
Office Administrator .............................. 130

PLANNING
Planning Director..................................$225 City Planner/Planning Manager......... 210
Principal Planner...................................... 195 Senior Planner.......................................... 180 Associate Planner.................................... 150 Assistant Planner..................................... 130 Planning Technician............................... 110

ADMINISTRATIVE SUPPORT
Senior Management Analyst ............$185
Management Analyst ............................ 155
IT Technician............................................. 140 Graphics/Visualization Specialist....... 150
Administrative Assistant....................... 100

GOVERNMENT SERVICES
City Engineer ..........................................$250 Deputy City Engineer............................. 225
Assistant City Engineer ......................... 215
Plan Check Engineer.............................. 190
Permit Engineer....................................... 185 City Inspector ........................................... 185 Senior City Inspector (PW) ................. 195
City Inspector (PW)................................. 185 Principal Stormwater Specialist ......... 180
Senior Stormwater Specialist.............. 170
Stormwater Specialist............................ 160
Stormwater Technician ......................... 140
Building Official ....................................... 220 Senior Building Inspector..................... 235
Building Inspector................................... 165 Senior Grant Writer................................ 180 Grant Writer.............................................. 170 Associate Grant Writer.......................... 150
Assistant Grant Writer........................... 130

DIRECT EXPENSES
Use of outside consultants as well as copies, blueprints, survey stakes, monuments, computer plots, telephone, travel (out of area) and all similar charges directly connected with the work will be charged at cost plus fifteen percent (15%). Mileage will be charged at the current federal mileage reimbursement rate.

PREVAILING WAGE RATES
Rates shown with Prevailing Wage “(PW)” annotation are used for field work on projects subject to federal or state prevailing wage law and are subject to increases per DIR.

ANNUAL ESCALATION
Standard fee rates provided for each classification are subject to 3.5% annual escalation or the most recent US Bureau of Labor Statistics Consumer Price Index, whichever is higher.

OVERTIME
Overtime for non-exempt employees will be charged at 1.5 x hourly rate; overtime for exempt employees and other classification will be charged at 1 x hourly rate.
152
To: Honorable Mayor and Members of the City Council
From: Jonathan Royas, Management Analyst
Subject: 2023 HOLIDAY PARADE SPONSORSHIP REQUEST
Date: November 1, 2023
Agenda Item: 10.C

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

Staff recommends City Council:

1. Approve a request to sponsor up to 50% of the costs for City services for the 2023 Santa Paula Holiday Parade.

BACKGROUND:

Over the past several years, Council has approved covering 50% of in-kind services for the Santa Paula Labor Day and Santa Paula Holiday Parade to cover the costs associated with street closures and reopenings, as well as law enforcement presence support.

Last year, Council approved a similar request to the one before Council this evening, to sponsor up to 50% of the costs for City services for the 2022 Santa Paula Holiday Parade.

Municipal Code §115.007(D) authorizes the City Council to waive fees for non-profit groups that are holding events requiring City services and resources. Fee waivers are functionally equivalent to City sponsorship of such events.

ANALYSIS:

On October 15, 2023, the Chamber of Commerce, a non-profit organization that sponsors the annual evening Holiday Parade, submitted a special event application, a Special Events Sponsorship Program (Program) application, and a request (Exhibit A) for the City to sponsor service fees for their upcoming Holiday Parade event taking place Saturday, November 25, 2023. In past years, the Holiday Parade has been a long-time family tradition which kicks off the holiday season in our community. Last year’s parade brought hundreds of people to the downtown making a positive sales impact for several of our downtown businesses.

Additionally, the parade attracts people from all over the region to our downtown Santa Paula businesses and restaurants. The parade takes place from 6:30pm to 9:00pm on Main St. in the downtown from 7th Street to Mill Street.

Upon receiving the application, staff circulated it to the applicable City departments and determined that the size of the event generates the need to deploy staff and resources to 153
support this event, which has real cost implications. Below are the estimated costs for the parade:
$346 Application/Special Event Permit Fee
$245 Encroachment Permit Fee
$3,660 Public Works estimated cost for street closures
$9,300 Police estimated cost for police services
The above cost estimates include the application fee, encroachment permit fee and estimated public works staff time and police service costs. In hopes of City support, the Chamber is kindly requesting the City of Santa Paula sponsor the event by providing in-kind donations through City staff time for the closures and re-opening of streets and law enforcement presence at the event for up to 50% of the costs attributed to street closures and police services.

It should be noted, the Chamber has already paid the costs of the application/special event permit fee ($346) and the encroachment permit fee ($245). Should Council approve the in-kind request, the estimated remaining costs for which the Chamber would be responsible for would be $6,480.00.

STRATEGIC PLAN:

Approval of this item supports City Council’s two-year Strategic Plan, Section A. Arts, Culture and Entertainment, with a goal of becoming a regional leader of the arts, culture, and entertainment that accurately represents our history and core values.

FISCAL IMPACTS:

The event sponsors are requesting the partnership with the City of Santa Paula to help absorb the costs of street closures and reopening and law enforcement services. The estimated value of the in-kind donations would be approximately $6,480 in unrecognized revenue to the City.

OPTIONS:

As alternatives to Staff's suggested action, City Council may:

1. Support the event as a sponsor for a specific amount of in-kind services for the 2023 calendar year as opposed to a percentage of costs; or

2. Direct the Chamber of Commerce to utilize the existing Special Events Sponsorship Program to cover their costs. This option would limit the total amount of support the Chamber of Commerce would receive to $1,500. Based on the above estimates for service, the Chamber would be responsible for $11,460 at a minimum, not including any additional service hours which may be required the day of the event.

3. Decide not to support this request for in-kind services. As a result, the Holiday Parade most likely would not take place as the organization does not have enough funds available to conduct the parade without support.

ATTACHMENTS:
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Exhibit A - Sponsorship Request Letter.pdf
155

EXHIBIT A -

SPONSORSHIP

REQUEST
156
200 N. 10th St. P.O. Box 1 Santa Paula CA 93061 * www.santapaulachamber.com * (805) 525-5561 October 1, 2023
Dear City of Santa Paula,
The 73rd annual Santa Paula Holiday Parade is scheduled for Saturday November 25th, 2023.

The Santa Paula Chamber of Commerce is hosting the evening parade. This long-time family tradition kicks off the Holiday season in our community. This Year’s theme is “Spirit of the Holidays”. Our Grand Marshal is Kay Wilson-Bolton and the Spirit of Santa Paula.

This year, the chamber has partnered with the PBID, which will be featuring a Small Business Saturday shopping event during the day, the Holiday parade at night, and partnering with Sunburst Railway to bring the Santa Holiday Train Toy Drive following the parade.

Last year’s parade brought thousands of people to the downtown district. The economic impact of this event was tremendous for many of our businesses in the community. We hope this year’s full day of events will bring a bigger impact to Santa Paula.

With an event of this size, there are costs associated with putting on this parade (city fees, stage, audio, lighting, materials, staffing, etc.). We will offset the costs through donations and sponsorships. We plan on not charging an entry fee but will accept donation from entries.

The Chamber of Commerce is asking the council to sponsor the parade by waiving 50% of the fees once again for city services.

Thank you,
John Marquez
Santa Paula Chamber of Commerce
805-297-5071
[email protected]
157
To: Honorable Mayor and Members of the City Council
From: Christy Ramirez, Finance Director
Subject: 2023 SPECIAL TAX BONDS FOR HARVEST CFD NO. 1 IMPROVEMENT AREA A
Date: November 1, 2023
Agenda Item: 11.A

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

Staff recommends that the City Council:

Adopt Resolution No. 7489 authorizing the issuance of Special Tax Bonds for and on behalf of Improvement Area A of the City of Santa Paula Harvest Community Facilities District No. 1, approving and directing the execution of a Supplemental Fiscal Agent Agreement and Bond Purchase Agreement, approving the form of Preliminary Official Statement, approving sale of such Bonds, and approving other related documents and actions.

Presented by: Finance Director Christy Ramirez
BACKGROUND:

The City of Santa Paula (the “City”) formed the City of Santa Paula Harvest Community Facilities District No. 1 (“CFD No. 1”) and Improvement Areas A, B, and C therein, in November 2016. The rate and method of apportionment of special tax and the bonded indebtedness limit for each Improvement Area were amended in February 2019 and December 2022 pursuant to change proceedings. Following this amendment, the bonded indebtedness limit for Improvement Area A was $40,000,000, for Improvement Area B is $70,000,000 and for Improvement Area C is $55,000,000.

In June 2020, the City issued $19,380,000 Special Tax Bonds (the “2020 Bonds”) related to Improvement Area A. The 2020 Bonds currently have $19,115,000 in principal outstanding and will remain outstanding until September 2050. In March 2022, the City issued $14,965,000 Special Tax Bonds (the “2022 Bonds”) also related to Improvement Area A. The 2022 Bonds currently have $14,925,000 in principal outstanding and will remain outstanding until September 2052. The 2020 and 2022 Bonds will be parity obligations to the proposed 2023 Special Tax Bonds (“2023 Bonds”).

Land in Improvement Area A comprises completed homes and ongoing development on approximately 201 gross acres entitled for 707 residential units and under development as the initial part of the larger Harvest at Limoneira development project, which is planned for approximately 1,950 residential units and complementary land uses. As of September 10, 158
2023, of the 707 single family home lots in Improvement Area A, 586 homes have been sold to individual homeowners and the remaining 121 were recently sold to merchant builders Lennar Homes and Richmond American.

PRIOR ACTIONS
On October 17, 2016, the City Council adopted Resolution No. 7009, a Resolution of Intention to establish a Community Facilities District, to authorize the levy of special taxes, and to incur bonded indebtedness for the purpose of financing certain public improvements.

On November 21, 2016, the City Council adopted Resolution No. 7013, a Resolution of Formation to establish a Community Facilities District and designated Improvement Areas A, B, and C. The Resolution of Formation set forth the rate and method of apportionment of the special tax for each Improvement Area and set forth the necessity to incur bonded indebtedness for each Improvement Area. On the same day, an election was held within each Improvement Area in which the sole qualified elector, the Developer, approved the proposed bonded indebtedness and the levy of the special tax within each Improvement Area.

On February 20, 2019, the City Council adopted a resolution certifying election results and approving changes to the rate and method of apportionment, limit for bonded indebtedness, and appropriations limit for Improvement Area A, B, and C of Harvest Community Facilities District No. 1. On the same day, the special election was held and eligible voters voted in favor of the proposed changes.

On May 6, 2020, the City council adopted Resolution No. 7274 authorizing the issuance of the 2020 Special Tax Bonds in Improvement Area A, which were issued in the amount of $19,380,000. On February 16, 2022, the City council adopted Resolution No. 7383 authorizing the issuance of the 2022 Bonds, which were issued in the amount of $14,965,000.

ANALYSIS:

The proposed Improvement Area A Bonds, third in the series, are expected to be issued in a par amount of approximately $5,655,000 with a final maturity of 2053 (30-year term).

Proceeds from the 2023 Bonds will be primarily used to finance public facilities, which consist generally of water, wastewater, drainage, roadway and other infrastructure improvements necessary for development of property within the District and the surrounding area, as well as park and open space improvements. Final interest rates will be determined when the 2023 Bonds are priced and sold (anticipated in mid-November).

SUMMARY OF FINANCING STATISTICS
Par Amount of 2023 Bonds $5,655,000
True Interest Cost on the 2023 Bonds 6.05%
Average Annual Special Tax A at Buildout (per
homeowner)
(2) ~$4,142
1) Preliminary, subject to change; based on current market conditions 2) Reflects an average based on total assigned Special Tax A that will cover debt service paid on 2020 Bonds, 2022 Bonds, and 2023 Bonds, divided by 707 total single family home lots. Actual debt service escalates annually, so early years’ annual special tax will be lower than the average while later years’ will be higher than the average. This average does not represent actual levies; the special tax for residential units is levied pursuant to the Rate and Method of Apportionment for the CFD, which provides for higher 159
special taxes on units with larger building square footage.

In connection with the issuance of the Bonds, the City hired Integra Realty Resources Inc. to prepare an independent appraisal report. Based on the Report, the value of the property within Improvement Area A was appraised at $401,449,958 as of September 10, 2023. Based on the above estimated par amount of the Bonds and other overlapping debt, the resulting aggregate value-to-lien ratio of the taxable property in Improvement Area A is estimated at 10.11 to 1.

This is an average only, and value-to-lien ratios for individual parcels may vary considerably from the average.

DOCUMENTS TO BE APPROVED
There are several documents that Staff is asking the City Council to review and approve, including the Second Supplemental Fiscal Agent Agreement, the Preliminary Official Statement, the Bond Purchase Agreement, and the Continuing Disclosure Certificate (included as an appendix to the Preliminary Official Statement). Since some of the information that goes in these documents (e.g. final bond pricing information) will not be available until after the 2023 Bonds have sold, Staff is asking Council to approve the forms of these documents along with not-to-exceed parameters. The not-to-exceed amounts outlined in the attached Resolution relate to the par amount of the 2023 Bonds (not-to-exceed amount of $5,655,000), underwriter discount (not-to-exceed amount of 1.5%) and to the true interest cost (“TIC”) on the 2023 Bonds (not-to-exceed amount of 6.5%).

Second Supplemental Fiscal Agent Agreement
The Second Supplemental Fiscal Agent Agreement is prepared by the City’s Bond Counsel (Jones Hall) and formalizes the relationship between the City and BNY Mellon Trust Company, the Fiscal Agent for the 2020 Bonds and 2022 Bonds. This Second Supplemental Agreement amends parts of the Original Fiscal Agent Agreement to reflect the terms of the proposed 2023 Bonds. The Original Fiscal Agent Agreement was dated June 2020 (for the 2020 Bonds) and was amended once prior in March 2022 (for the 2022 Bonds).

Preliminary Official Statement and Continuing Disclosure Agreement The Preliminary Official Statement (“POS”) is prepared by the City’s Disclosure Counsel (Jones Hall) and provides material information to potential investors during the marketing process for the 2023 Bonds. It describes the credit condition of Improvement Area A, summarizes the legal provisions governing the 2023 Bonds, lists various risks of investing in the Bonds and related matters.

The Continuing Disclosure Agreement is also prepared by the City’s Disclosure Counsel and outlines the ongoing annual reporting that the City covenants to provide to bond owners. The Securities and Exchange Commission (“SEC”) has increasingly reviewed issuer compliance with this agreement to ensure that issuers are providing the annual reporting promised at the time of bond sale. As a result, the items in the City’s Continuing Disclosure Agreement are selected to maximize the marketability to bond investors without creating undue ongoing burden for the City.

Bond Purchase Agreement
This document is the proposed contract between the City and the underwriter of the 2023 Bonds (Stifel). It sets forth the conditions under which the underwriting team will commit to purchase the Bonds from the City for resale to final bond owners. The document will be executed at the time of the actual bond sale, and will be completed based on the market 160
conditions and the underwriter’s offer to purchase the 2023 Bonds.

TIMELINE
• November 1, 2023 – City Council considers the financing • Mid-November 2023 – Price the 2023 Bonds (Set interest rates and execute Bond Purchase Agreement)
• Late November 2023 – Close the financing (Funds become available)

GOOD FAITH ESTIMATES
Pursuant to Government Code Section 5852.1, the following good faith estimates (obtained from the Underwriter and the Municipal Advisor) must be disclosed at a public meeting before the authorization of the Bonds, based on an estimated par amount being sold of $5,655,000.

Information to be disclosed per Government Code Section 5852.1:

Estimates as of
October 20, 2020*
True interest cost of the 2023 Bonds (the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the new issue of bonds)

6.05%
Finance charge of the 2023 Bonds (the sum of fees and charges paid to third parties)
$312,443
Amount of proceeds received from the sale of the 2023 Bonds, less the finance charge of the bonds and any reserves or capitalized interest paid or funded with proceeds of the 2023 Bonds
$4,556,147
The total payment amount (the sum total of all debt service payments on the 2023 Bonds, plus the finance charge of the 2023 Bonds not paid from bond proceeds)
$14,532,969
* These are good faith estimates only. Final results will likely differ based on market conditions as of the actual sale date and other factors
STRATEGIC PLAN:

FISCAL IMPACTS:

There is no cost to the City. The 2023 Bonds will be secured by special taxes levied on property within Improvement Area A. The City will annually recoup its administrative costs from the special tax levy.

OPTIONS:

1. The Council may choose to delay or deny approving issuance of the Bonds. A delay in the process would postpone reimbursement of costs to the master developer and potentially risk the success of the development due to fiscal constraints on the master developer.

2. The Council may provide staff with additional direction.

ATTACHMENTS:
2023 CFD Issuance Reso 7489.docx
Harvest CFD 2023 2nd Supp Fiscal Agent Agreemt.pdf
2023 POS - Santa Paula Harvest CFD.pdf
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Bond Purchase Agreement City of Santa Paula CFD No. 1 IA No. A Series 2023.docx 162
RESOLUTION NO. 7489

A RESOLUTION AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS

FOR AND ON BEHALF OF IMPROVEMENT AREA A OF THE CITY OF
SANTA PAULA HARVEST COMMUNITY FACILITIES DISTRICT NO. 1,

APPROVING AND DIRECTING THE EXECUTION OF A SUPPLEMENTAL

FISCAL AGENT AGREEMENT AND BOND PURCHASE AGREEMENT,

APPROVING THE FORM OF PRELIMINARY OFFICIAL STATEMENT,

APPROVING SALE OF SUCH BONDS, AND APPROVING OTHER RELATED

DOCUMENTS AND ACTIONS
WHEREAS, this City Council (the “Council”) of the City of Santa Paula (the “City”) has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at Section 53311, of the California Government Code (the “Act”), to form the Harvest Community Facilities District No. 1 (the “District”) and an “Improvement Area A of the City of Santa Paula Harvest Community Facilities District No. 1” (“Improvement Area A”) therein, to authorize the levy of special taxes upon the land within the District and Improvement Area A, and to issue bonds secured by said special taxes for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District and Improvement Area A; and WHEREAS, the Council, as legislative body of the District, authorized the issuance of special tax bonds of the City for the Improvement Area A in the maximum principal amount of not to exceed $40,000,000; and
WHEREAS, the City previously issued for and on behalf of the District, the City of Santa Paula Harvest Community Facilities District No. 1 Improvement Area A Special Tax Bonds, Series 2020 (the “2020 Bonds”) in the initial principal amount of $19,380,000 and Series 2022 (the “2022 Bonds”) in the initial principal amount of $14,965,000, which 2020 Bonds and 2022 Bonds constituted the first and second series of bonds issued pursuant to the Bond Authorization; and WHEREAS, City now desires to issue a third and final series of the special tax bonds for Improvement Area A pursuant to the Bond Authorization, as described in more detail herein (the “2023 Bonds”) secured on parity with the 2020 Bonds and 2022 Bonds (collectively, the “Bonds”); and
WHEREAS, there has been submitted to the Council a Supplemental Agreement No. 2 to Fiscal Agent Agreement (the “Supplemental Agreement”), which will supplement and amend a Fiscal Agent Agreement dated as of June 1, 2020 (as so supplemented and as supplemented by a Supplemental Agreement No. 1 to Fiscal Agent Agreement, the “Fiscal Agent Agreement”), between the City and The Bank of New York Mellon Trust Company, N.A., as fiscal agent, providing for the issuance of the Bonds of the City for the District, and the Council, with the aid of City staff, has reviewed the Supplemental Agreement and found it to be in proper order, and now desires to approve the Supplemental Agreement and the issuance of the 2023 Bonds; and WHEREAS, the City proposes to sell the 2023 Bonds to Stifel Nicolaus & Company, Incorporated, as underwriter (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement by and between the City and the Underwriter, and the Underwriter proposes to offer the 2023 Bonds to the investing public by means of a Preliminary Official Statement, and the Council, with the aid of City staff, has reviewed the Bond Purchase Agreement and the Preliminary 163
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Official Statement and found them to be in proper order, and now desires to approve said documents; and
WHEREAS, the information required to be obtained and disclosed with respect to the 2023 Bonds by the Council in accordance with Section 5852.1 of the California Government Code is set forth in the staff report accompanying this Resolution; and

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA PAULA RESOLVES AS FOLLOWS:

1. Findings. This Council finds and determines that it is prudent in the management and development of land in the City and the District to issue the 2023 Bonds for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District.

2. Law Applicable. For the purposes of these proceedings in and for the District, the Act shall be the authority for the issuance of the 2023 Bonds.

3. Bonds Authorized. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, special tax bonds of the City for the District designated as “City of Santa Paula Harvest Community Facilities District No. 1 Improvement Area A Special Tax Bonds Series 2023” in an aggregate principal amount not to exceed 5,655,000 are hereby authorized to be issued.

The 2023 Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement.

The 2023 Bonds shall not be issued unless the value of the real property within Improvement Area A subject to the special tax to pay debt service on the Bonds, based on assessed values and/or an appraisal by an independent appraiser hired by the City for the purpose of determining such value, is at least three (3) times the proposed principal amount of the Bonds proposed to be issued and secured by a special tax levied pursuant to the Act on property within Improvement Area A, plus the portion of all other bonds, if any, outstanding that are secured by a special tax levied under the Act on property within Improvement Area A or a special assessment levied on property within Improvement Area A.

The Rate and Method of Apportionment (“RMA”) for the District provides that in the event the use of any parcel within Improvement Area A which was originally classified as exempt from the special tax changes so that such parcel is no longer classified as exempt, such parcel shall be deemed to be Taxable Property (as defined in the RMA). Each Authorized Officer (defined below) is authorized and directed to establish a tax rate for any such change of use property at a level reasonably consistent with other similar uses in Improvement Area A. Special taxes on such property shall thereafter be a part of the security for Bonds issued in connection with Improvement Area A.

4. Supplemental Agreement. The Council hereby approves the Supplemental Agreement in the form presented to the Council at this meeting. The City Manager, Finance Director and such other person or persons as either of them may designate (collectively, the “Authorized Officers”), each acting alone or together with any other Authorized Officer, are each hereby authorized and directed to execute the Supplemental Agreement, for and in the name and on behalf of the City, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officer executing such document upon consultation with Jones Hall, A Professional Law Corporation, as bond counsel to the City (“Bond Counsel”).

The proceeds of the 2023 Bonds shall be applied by the City for the purposes and in the amounts 164
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as set forth in the Fiscal Agent Agreement as supplemented by the Supplemental Agreement.

The Council hereby authorizes the delivery and performance by the City of the Supplemental Agreement.

5. Covenant to Foreclose. The City hereby covenants, for the benefit of the owners of the Bonds, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement.

6. Approval of Official Statement and Continuing Disclosure Certificate. The Council hereby approves the Preliminary Official Statement with respect to the 2023 Bonds, in substantially the form on file with the City Clerk. Distribution of the Preliminary Official Statement by the City and the Underwriter is hereby approved, and, prior to the distribution of the Preliminary Official Statement, and each Authorized Officer, each acting alone or together with any other Authorized Officer, is authorized and directed, on behalf of the City, to deem the Preliminary Official Statement “final” pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Authorized Officer executing the same, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the 2023 Bonds, and each Authorized Officer, each acting alone or together with any other Authorized Officer, is authorized and directed to execute and deliver the final Official Statement for and on behalf of the City, with final pricing information included and with such changes and additions thereto deemed advisable by the Authorized Officer executing the same.

The Council hereby approves the Continuing Disclosure Certificate to be executed by the City, the form of which is attached as an exhibit to the Preliminary Official Statement. Each of the Authorized Officers is hereby authorized and directed to approve any changes in or additions to a final form of said Continuing Disclosure Certificate, and the execution thereof by an Authorized Officer shall be conclusive evidence of approval of any such changes and additions. The final Continuing Disclosure Certificate shall be executed in the name and on behalf of the City by an Authorized Officer.

7. Approval of Bond Purchase Agreement. The Council hereby approves the Bond Purchase Agreement in substantially the form on file with the City Clerk; provided, that the aggregate principal amount of 2023 Bonds shall not exceed $5,655,000 or result in an Underwriter’s discount in excess of 1.5% of the par amount of the 2023 Bonds, or a true interest cost in excess of 6.5%. Subject to the foregoing parameters, an Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement in substantially the form on file with the City Clerk, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same. The Council hereby finds and determines that the sale of the 2023 Bonds at negotiated sale as contemplated by the Bond Purchase Agreement will result in a lower overall cost.

8. Actions Authorized. All actions heretofore taken by the officers, employees and agents of the City with respect to the establishment of the District and Improvement Area A and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Authorized Officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful 165
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issuance and delivery of the 2023 Bonds in accordance with this resolution, and any certificate, agreement, and other document described in the documents herein approved. All actions to be taken by a specified Authorized Officer as specified herein, may be taken by the Authorized Officer or any designee, with the same force and effect as if taken by such Authorized Officer.

9. Effectiveness. This Resolution shall take effect upon its adoption. * * * * *
I hereby certify that the foregoing resolution was duly and regularly adopted by the City Council of the City of Santa Paula, California, at a regularly scheduled meeting thereof, held on the ____ day of 1st day of November, 2023 by the following vote of the City Council:

AYES: COUNCILMEMBERS
NOES: COUNCILMEMBERS
ABSENT: COUNCILMEMBERS
ABSTAIN: COUNCILMEMBERS
Andy Sobel, Mayor
ATTEST:

Julie Latshaw, City Clerk
APPROVED AS TO FORM:
__________________________
Monica Castillo, City Attorney
APPROVED AS TO CONTENT:
_________________________
Daniel Singer, City Manager
166
Jones Hall Draft 10.23.23
SUPPLEMENTAL AGREEMENT NO. 2 TO

FISCAL AGENT AGREEMENT
by and between

CITY OF SANTA PAULA
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Fiscal Agent
Dated as of ________1, 2023
Relating to:
$__________
City of Santa Paula
Harvest Community Facilities District No. 1 Improvement Area A Special Tax Bonds
Series 2023
167
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SECTION 1. Supplement to Fiscal Agent Agreement ................................................................2

ARTICLE XI
2023 BONDS
Section 11.01. Definitions ............................................................................................2 Section 11.02.Authorization of 2023 Bonds................................................................4 Section 11.03.Terms of 2023 Bonds...........................................................................4 Section 11.04. Redemption of 2023 Bonds .................................................................5 Section 11.05.Form of 2023 Bonds; Authentication and Delivery...............................8 Section 11.06.Application of Proceeds of Sale of 2023 Bonds...................................9 Section 11.07. 2023 Costs of Issuance Fund ..............................................................9 Section 11.08.Procedure for Disbursement of 2023 Improvement Account .............10 Section 11.09.Security for 2023 Bonds.....................................................................10 Section 11.10.Effect of this Article XI........................................................................10 SECTION 2. Attachment of Exhibit C .......................................................................................10 SECTION 3. Additional Amendments to Fiscal Agent Agreement............................................10 SECTION 4. Partial Invalidity....................................................................................................11 SECTION 5. Execution in Counterparts....................................................................................11 SECTION 6. Governing Law.....................................................................................................12 SECTION 7. Execution By Electronic Means ...........................................................................11 SECTION 8. Concerning the Fiscal Agent................................................................................12 EXHIBIT A - FORM OF 2023 BONDS
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SUPPLEMENTAL AGREEMENT NO. 2 TO FISCAL AGENT AGREEMENT
THIS SUPPLEMENTAL AGREEMENT NO. 2 TO FISCAL AGENT AGREEMENT (this “Supplemental Agreement No. 2” or “Agreement”), dated as of _______ 1, 2023, is by and between the CITY OF SANTA PAULA, a general law city and public body, corporate and politic, organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”) for and on behalf of the City of Santa Paula Harvest Community Facilities District No. 1 Improvement Area A (the “District”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as fiscal agent (the “Fiscal Agent”) under a Fiscal Agent Agreement, dated as of June 1, 2020 (the “Fiscal Agent Agreement”) by and between the Fiscal Agent and the City.

RECITALS :

WHEREAS, the City Council of the City has formed the District and Improvement Areas A, B and C therein under the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (constituting Section 53311 et seq. of the California Government Code) (the “Act”) and Resolution No. 19-30 of the City Council adopted on January 16, 2019; and WHEREAS, the City Council, as the legislative body of the District, is authorized under the Act to levy special taxes to pay for the costs of facilities within the District and each Improvement Area, and to authorize the issuance of bonds secured by said special taxes under the Act; and
WHEREAS, the Council, as legislative body of the District, previously authorized the issuance of special tax bonds of the City for Improvement Area A in the maximum aggregate principal amount of not to exceed $40,000,000 (the “Bond Authorization”); and WHEREAS, pursuant to the provisions of the Act the City previously issued for and on behalf of Improvement Area A of the District, the City of Santa Paula Harvest Community Facilities District No. 1 Improvement Area A Special Tax Bonds, Series 2020 (the “2020 Bonds”) in the initial principal amount of $19,380,000 and Series 2022 (the “2022 Bonds”) in the initial principal amount of $14,965,000, which 2020 Bonds and 2022 Bonds constituted the first and second series of bonds issued pursuant to the Bond Authorization, pursuant to a Fiscal Agent Agreement dated as of June 1, 2020 (as subsequently supplemented, the “Fiscal Agent Agreement”) and a Supplemental Agreement No. 1 to Fiscal Agent Agreement (the “Supplemental Agreement No. 1”) between the City and The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent, for the purpose of financing various public improvements authorized to be funded by the District; and
WHEREAS, Section 5.17 of the Fiscal Agent Agreement authorizes the issuance by Supplemental Agreement of Additional Bonds (as such terms are defined in the Fiscal Agent Agreement) secured under the Fiscal Agent Agreement on parity with the 2020 Bonds and 2022 Bonds; and
WHEREAS, after due investigation and deliberation the City has determined that it is in the interests of the City and the District at this time for the City, for and on behalf of the District, to provide for the issuance of City of Santa Paula Harvest Community Facilities District No. 1 Improvement Area A Special Tax Bonds, Series 2023 (the “2023 Bonds”), to provide moneys needed to construct and acquire the facilities necessary for development of property within the City; and
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WHEREAS, this Supplemental Agreement No. 2 is a “Supplemental Agreement” as defined in Section 1.03 of the Fiscal Agent Agreement and the 2023 Bonds are “Additional Bonds” as defined in Section 1.03 of the Fiscal Agent Agreement and secured under the Fiscal Agent Agreement, as amended and supplemented by this Supplemental Agreement No. 2, on parity with the 2020 Bonds and 2022 Bonds;
WHEREAS, the City and the Fiscal Agent desire to enter into this Supplemental Agreement No. 2 pursuant to Sections 5.17 of the Fiscal Agent Agreement to provide for the issuance of the 2023 Bonds;
WHEREAS, in providing for the issuance of the 2023 Bonds, it is necessary to supplement and amend the Fiscal Agent Agreement, as more particularly provided in Section 1 and Section 2 hereof, as such supplements and amendments are authorized by Sections 5.17 and 8.01 of the Fiscal Agent Agreement; and
WHEREAS, the City has determined that all acts and proceedings required by law necessary to make the 2023 Bonds, when executed by the City for the District, authenticated and delivered by the Fiscal Agent and duly issued, the valid, binding and legal special obligations of the City for the District, and to constitute the Fiscal Agent Agreement, as amended and supplemented by this Supplemental Agreement No. 2, a valid and binding agreement for the uses and purposes herein and therein set forth, in accordance with its terms, have been done or taken and the execution and delivery of this Supplemental Agreement No. 2 have been in all respects duly authorized.

AGREEMENT :

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for other consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

SECTION 1. Supplement to Fiscal Agent Agreement. In accordance with the provisions of Section 5.17 and 8.01 of the Fiscal Agent Agreement, the Fiscal Agent Agreement is hereby amended by adding a new article thereto, to be designated as Article XI. Such Article XI shall read in its entity as follows:

ARTICLE XI
2023 BONDS
Section 11.01. Definitions. The Fiscal Agent Agreement is amended to add and/or modify the following definitions to Section 1.03.
“Article XI” means this Article XI which has been incorporated in and made a part of this Agreement pursuant to Supplemental Agreement No. 2, together with all amendments of and supplements to this Article XI entered into pursuant to the provisions of Section 8.01. "Bond Year" means each twelve-month period beginning on September 2 in any year and extending to the next succeeding September 1, both dates inclusive; except that (i) the first Bond Year for bonds issued in 2020 shall begin on the Closing Date and end on September 1, 2020 (ii) the first Bond 170
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Year for bonds issued in 2022 shall begin on the Closing Date and end on September 1, 2023 and the first Bond Year for bonds issued in 2023 shall begin on the Closing Date and end on September 1, 2024. “Closing Date” means with respect to each series of Bonds, the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser thereof, for the 2023 Bonds being ________, 2023. “Continuing Disclosure Certificate” means (i) with respect to the 2020 Bonds, the Continuing Disclosure Certificate, dated as of June 18, 2020, by and among the City and Willdan Financial Services, (ii) with respect to the 2022 Bonds, the Continuing Disclosure Certificate, dated as of March 17, 2022, and (ii) with respect to the 2023 Bonds, the Continuing Disclosure Certificate, dated as of ___________, 2023, by and among the City and Willdan Financial Services in its capacity as Dissemination Agent thereunder, as originally executed and as it may be amended from time to time in accordance with the terms thereof. “Interest Payment Dates” means (i) with respect to the 2020 Bonds, March 1 and September 1 of each year, commencing March 1, 2020, (ii) with respect to the 2022 Bonds, March 1 and September 1 of each year, commencing September 1, 2022, and (ii) with respect to the 2023 Bonds, March 1 and September 1 of each year, commencing March 1, 2024. “Reserve Account” means the reserve account established for each series of Bonds. “Responsible Officer” means, when used with respect to the Fiscal Agent, any managing director, president, vice president, senior associate, associate or other officer of the Fiscal Agent within the Office (or any successor corporate trust office) customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred at the Office because of such person's knowledge of and familiarity with the particular subject and having direct responsibility for the administration of this Fiscal Agent Agreement.
“Supplemental Agreement No. 2” means Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of _______ 1, 2023, between the City, for and on behalf of the District, and the Fiscal Agent.
“2023 Bonds” means the City of Santa Paula Harvest Community Facilities District No. 1 Improvement Area A Special Tax Bonds, Series 2023, authorized to be issued under Section

11.02. “2023 Capitalized Interest Account” means the account by that name established in Section 3(E) of this Supplemental Agreement No. 2.
“2023 Costs of Issuance” means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the 2023 Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees, expenses and charges of the Fiscal Agent including its first annual administration fee and the fees and expenses of its counsel, expenses incurred by the City in connection with the issuance of the 2023 Bonds, financial advisor fees, 2023 Bond (underwriter’s) discount or underwriting fee, legal fees and charges, including bond counsel, disclosure counsel, charges for execution, transportation and safekeeping of the 2023 Bonds and other costs, charges and fees in connection with the foregoing.
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“2023 Costs of Issuance Fund” means the fund by that name established and held by the Fiscal Agent pursuant to Section 11.07.
“2023 Improvement Account” means the account by that name established in Section 3(D) of this Supplemental Agreement No. 2.
“2023 Reserve Account of the Reserve Fund” means the account by that name established in Section 11.06(B).
“Term 2023 Bonds” means the 2023 Bonds maturing September 1, ______, September 1, ______, and September 1, ______.

Section 11.02. Authorization of 2023 Bonds. 2023 Bonds in the aggregate principal amount of $____________ are hereby authorized to be issued as Additional Bonds under and subject to the terms of this Agreement, the Act, and other applicable laws of the State of California.

Section 11.03. Terms of 2023 Bonds.
(A) Form; Denominations. The 2023 Bonds shall be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple of $5,000 in excess thereof. (B) Date of Bonds. The 2023 Bonds shall be dated the Closing Date for the 2023 Bonds. (C) CUSIP Identification Numbers. “CUSIP” identification numbers shall be imprinted on the 2023 Bonds, but such numbers shall not constitute a part of the contract evidenced by the 2023 Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the 2023 Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the City’s contract with such Owners and shall not impair the effectiveness of any such notice.
(D) Maturities, Interest Rates. The 2023 Bonds shall mature and become payable on September 1 in each of the years, and shall bear interest at the rates per annum (based on a 360- day year composed of 12 30-day months) as follows:

Maturity
Principal
Amount
Interest
Rate
CUSIP†
(802545)
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(E) Interest and Method of Payment. Interest on the 2023 Bonds shall be payable as provided in Section 2.02(E) of this Agreement, with the Closing Date as used therein being the Closing Date as defined in Section 1.03, and payments shall be made on the 2023 Bonds as provided in Section 2.02(F), with the first Interest Payment Date being March 1, 2024.

Section 11.04. Redemption of 2023 Bonds.
(A) Redemption.
(i) Optional Redemption. The 2023 Bonds may be redeemed prior to maturity at the option of the City from any source of available funds other than prepayment of the Special Tax by property owners, as a whole or in part, on any Interest Payment Date on and after September 1, ____ at the following respective redemption prices (expressed as percentages of the principal amount of the 2023 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
September 1, ____ and March 1, ____ 103%
September 1, ____ and March 1, ____ 102
September 1, ____ and March 1, ____ 101
September 1, ____ and any Interest Payment Date thereafter 100 (ii) Mandatory Redemption From Prepayments. The 2023 Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities as described below, and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the 2023 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
Interest Payments Dates September 1, ____ through and
including March 1, ____ 103%
September 1, ____ and March 1, ____ 102
September 1, ____ and March 1, ____ 101
September 1, ____ and any Interest Payment Date thereafter 100 Prepayments will be allocated by the City to the redemption of each series of Bonds as nearly as practicable on a proportionate basis based on the outstanding principal amount of each series. Such allocations shall be applied to redeem each series as nearly as practicable on a pro rata basis among maturities of each respective series, in increments of $5,000; provided, however, that, for Prepayments of less than $50,000, the City may specify in an Officer’s Certificate that Prepayments be applied to one or more maturities of one or more series so long as there is delivered to the Fiscal Agent a Certificate of the Special Tax Consultant that, following such redemption from Prepayments, the maximum Special Taxes that may be levied in each Fiscal Year is not less than 110% of Maximum Annual Debt Service.

In connection with receipt of a Prepayment, the City may release from the Reserve Account related to each series of Bonds an amount corresponding to the applicable credit to be received based on the principal amount of each series prepaid, as determined by the City, 173
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provided that the release shall not cause the amount in the Reserve Fund to be less than the Reserve Requirement.
(iii) Mandatory Sinking Payment Redemption. The Term 2023 Bonds maturing September 1, ____ and September 1, ____ are subject to mandatory sinking payment redemption in part on September 1, ____ and September 1, ____, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

Term Bonds Maturing on September 1, _____
Redemption Date
(September 1) Principal Amount
Term Bonds Maturing on September 1, _____
Redemption Date
(September 1) Principal Amount
The amounts in the foregoing tables shall be reduced pro rata, in order to maintain substantially uniform debt service, as a result of any prior partial optional redemption or mandatory redemption of the 2023 Bonds as directed by the City in an Officer’s Certificate. In the event of a redemption pursuant to Section 11.04(A)(i) or (ii), the City shall provide the Fiscal Agent with a revised sinking fund schedule giving effect to the redemption so completed.

In lieu of redemption under this Section 11.04, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2023 Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may 2023 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase. (B) Notice to Fiscal Agent. The City shall give the Fiscal Agent an Officer’s Certificate containing notice of its intention to redeem 2023 Bonds pursuant to subsections (A)(i) and (A)(ii) not less than 30 days prior to the applicable redemption date, unless waived by the Fiscal Agent. (C) Purchase of Bonds in Lieu of Redemption. In lieu of redemption under Section

11.04(A), moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2023 Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate 174
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requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may 2023 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase and any premium which would otherwise be due if such 2023 Bonds were to be redeemed in accordance with this Agreement.
(D) Redemption Procedure by Fiscal Agent. Subject to its receipt of timely notice from the City in the case of a redemption pursuant to Section 2.03(A)(i) or timely receipt of directions from the City and an Officer’s Certificate (as to the Bonds to be redeemed) in the case of a mandatory redemption pursuant to Section 2.03(A)(ii), the Fiscal Agent shall cause notice of any redemption to be mailed by electronic or first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories and to the Municipal Securities Rulemaking Board, and to the respective registered Owners of any 2023 Bonds designated for redemption, at their addresses appearing on the 2023 Bond registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such 2023 Bonds.

Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding 2023 Bonds are to be called for redemption, shall designate the CUSIP numbers and 2023 Bond numbers of the 2023 Bonds to be redeemed by giving the individual CUSIP number and 2023 Bond number of each 2023 Bond to be redeemed or shall state that all 2023 Bonds between two stated 2023 Bond numbers, both inclusive, are to be redeemed or that all of the 2023 Bonds of one or more maturities have been called for redemption, shall state as to any 2023 Bond called in part the principal amount thereof to be redeemed, and shall require that such 2023 Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such 2023 Bonds will not accrue from and after the redemption date.

The City has the right to rescind any notice of the optional redemption of 2023 Bonds under Section 11.04(A)(i) by written notice to the Fiscal Agent on or prior to two Business Days prior to the date fixed for redemption, in which case such redemption shall be rescinded or cancelled and annulled and such cancellation and annulment shall not constitute an event of default. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the 2023 Bonds then called for redemption, and such rescission or cancellation shall not constitute an event of default. The City and the Fiscal Agent have no liability to the Owners or any other party related to or arising from such rescission or cancellation of redemption. The Fiscal Agent shall mail or email notice of such rescission or cancellation of redemption in the same manner as the original notice of redemption was sent under this Section.

Upon the payment of the redemption price of 2023 Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, of the 2023 Bonds being redeemed with the proceeds of such check or other transfer.

Whenever provision is made in this Agreement for the redemption of less than all of the 2023 Bonds of any maturity, the City shall select (in accordance with the procedures of the Depository, if applicable) the 2023 Bonds to be redeemed, from all 2023 Bonds or such given 175
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portion thereof of such maturity by lot in any manner which the City in its sole discretion shall deem appropriate.

Upon surrender of 2023 Bonds redeemed in part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the registered Owner, at the expense of the City, a new 2023 Bond or 2023 Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 2023 Bond or 2023 Bonds. (E) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the 2023 Bonds so called for redemption shall have been deposited in the Bond Fund, such 2023 Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice.

All 2023 Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled 2023 Bonds and issue a certificate of destruction thereof to the City.

Section 11.05. Form of 2023 Bonds; Authentication and Delivery. (A) Form of 2023 Bonds. The 2023 Bonds, the form of Fiscal Agent’s certificate of authentication, and the form of assignment to appear thereon, shall be substantially in the respective forms set forth in Exhibit C attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement and the Act.
(B) Execution of 2023 Bonds. The 2023 Bonds shall be executed on behalf of the City by the Mayor and the City Clerk of the City who are in office on the date of adoption of this Agreement or at any time thereafter, and the seal of the City shall be impressed, imprinted or reproduced by facsimile signature thereon. If any officer whose signature appears on any 2023 Bond ceases to be such officer before delivery of the 2023 Bonds to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the 2023 Bonds to the Owner. Any 2023 Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such 2023 Bond shall be the proper officers of the City although at the nominal date of such 2023 Bond any such person shall not have been such officer of the City.

Only such of the 2023 Bonds as shall bear thereon a certificate of authentication in the form set forth in Exhibit C, manually executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of the Fiscal Agent shall be conclusive evidence that such 2023 Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Agreement. (C) Authentication and Delivery of 2023 Bonds. At any time after the execution of Supplemental Agreement No. 2 and delivery by the City of an Officer’s Certificate that the requirements of Section 5.17 for the issuance of the 2023 Bonds as Additional Bonds have been met, the City may issue the 2023 Bonds for the District in the aggregate principal amount set forth in Section 11.02 and deliver the 2023 Bonds to the Original Purchaser. The Authorized Officers of the City are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the 2023 Bonds in accordance with the provisions of the Act 176
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and this Agreement, as supplemented by Supplemental Agreement No. 2, to authorize the payment of 2023 Costs of Issuance and costs of the Project by the Fiscal Agent from the proceeds of the 2023 Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the 2023 Bonds to the Original Purchaser. The provisions of Sections

2.06 through 2.13 of the Fiscal Agent Agreement shall apply to the 2023 Bonds in a like manner as applied to the 2023 Bonds.

Section 11.06. Application of Proceeds of Sale of 2023 Bonds. (A) The proceeds of the purchase of the 2023 Bonds by the Original Purchaser in the amount of $____________ (equal to the initial principal amount of the 2023 Bonds ($___________), plus net original issue premium of $______________, less an Underwriter’s discount of $___________), shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such proceeds on the Closing Date as follows:
(i) Deposit in the 2023 Improvement Account of the Improvement Fund $___________;
(ii) Deposit in the 2023 Reserve Account of the Reserve Fund $___________5, which is equal to the amount needed to be added to the Reserve Fund for the amount therein to equal the Reserve Requirement of $___________, on the date of issuance of the 2023 Bonds;
(iii) Deposit in the 2023 Capitalized Interest Account of the Bond Fund $___________; and
(iv) Deposit in the 2023 Costs of Issuance Fund $___________. (B) The Fiscal Agent shall establish and hold a separate subaccount within the Reserve Fund known as the “2023 Reserve Account,” into which the amounts set forth in Section

11.06(A)(ii) shall be deposited, and administered as provided in Section 4.03(B). (C) The Fiscal Agent may, in its discretion, establish a temporary fund or account in its books and records to facilitate transfers required under this Section 11.06.

Section 11.07. 2023 Costs of Issuance Fund. There is hereby established a separate fund to be known as the “2023 Costs of Issuance Fund”, which shall be held by the Fiscal Agent in trust. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay 2023 Costs of Issuance, as set forth in an Officer’s Certificate containing respective amounts to be paid to the designated payees, signed by an Authorized Officer and delivered to the Fiscal Agent. The Fiscal Agent shall pay all 2023 Costs of Issuance upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee in such Officer’s Certificate, or upon receipt of an Officer’s Certificate requesting payment of a 2023 Costs of Issuance not listed on the initial Officer’s Certificate delivered to the Fiscal Agent on the Closing Date. Each such Officer’s Certificate shall be sufficient evidence to the Fiscal Agent of the facts stated therein and the Fiscal Agent shall have no duty to confirm the accuracy of such facts. The Fiscal Agent shall maintain the 2023 Costs of Issuance Fund until 60 days after the Closing Date, and shall transfer any moneys remaining therein on such date, including any investment earnings thereon, to the 2023 Improvement Account.

Thereafter, every invoice received by the Fiscal Agent shall be paid from amounts on deposit in the 2023 Improvement Account and the Fiscal Agent shall close the 2023 Costs of Issuance Fund. 177
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Moneys in the 2023 Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the 2023 Costs of Issuance Fund to be used for the purposes of such fund.

Section 11.08. Procedure for Disbursement of 2023 Improvement Account.. (A) Disbursements. Disbursements from the 2023 Improvement Account shall be made by the Fiscal Agent according to the procedure set forth in Section 3.04, and an Officer’s Certificate substantially in the form of Exhibit B to the Agreement (except that in such Officer’s Certificate, reference shall be made to the 2023 Improvement Account and to the 2023 Bonds). (B) Investment. Moneys in the Improvement Fund and the accounts established thereunder shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits from the investment of amounts in the Improvement Fund shall be retained by the Fiscal Agent in the Improvement Fund to be used for the purposes of the Improvement Fund. (C) Closing of Fund. Upon the filing of an Officer’s Certificate stating that the portion of the Project to be financed from the Improvement Fund and the accounts established thereunder has been completed and that all costs of such portion of the Project have been paid or are not required to be paid from the Improvement Fund, the Fiscal Agent shall transfer the amount, if any, remaining in the Improvement Fund to the Bond Fund for application to the payment of principal of and interest on the Bonds in accordance with Section 4.02 and the Improvement Fund shall be closed.

Section 11.09. Security for 2023 Bonds. The 2023 Bonds shall be Additional Bonds which shall be secured in the manner and to the extent set forth in Articles IV and V, and in this Article XI.

Section 11.10. Effect of this Article XI. Except as in this Article XI expressly provided or except to the extent inconsistent with any provision of this Article XI, the 2023 Bonds shall be deemed to be “Bonds” under and within the meaning of Section 1.03, and every term and condition contained in the foregoing provisions of this Agreement shall apply to the 2023 Bonds with full force and effect, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Article XI.

SECTION 2. Attachment of Exhibit C. The Fiscal Agent Agreement is hereby further amended by incorporating therein an Exhibit C setting forth the form of the 2023 Bonds, which shall read in its entirety as set forth in Exhibit A attached hereto and hereby made a part hereof.

SECTION 3. Additional Amendments to Fiscal Agent Agreement. The Fiscal Agent Agreement is hereby amended as follows:
(A) Section 3.04(A) of the Agreement is hereby amended by adding thereto, as a new fourth sentence thereof, the following: “There is also hereby created within the Improvement Fund a separate account designated as the “2023 Improvement Account” of the Improvement Fund, which account is hereby established for purposes of accounting for the use and disposition of 2023 Bond proceeds directed to the Improvement Fund pursuant to Section 11.06 and 10.08. (B) Section 4.02(A) of the Agreement is hereby amended by adding thereto, as a new last sentence of the first paragraph thereof, the following: “There is also hereby created within the Bond Fund a “2023 Capitalized Interest Account” which account is hereby established for 178
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purposes of accounting for the disposition of 2023 Bonds, a portion of the proceeds of which will be deposited to such 2023 Capitalized Interest Account pursuant to Section 11.06(iii). The amount deposited to the 2023 Capitalized Interest Account and any investment earnings thereon shall be used solely to make payments on the 2023 Bonds, and the amount deposited to the 2023 Capitalized Interest Account and any investment earnings thereon shall be applied solely to make payments on the 2023 Bonds as follows:

March 1, 2024 [and
September 1, 2024]:

The amount necessary, taking into account any amounts
then on deposit in the Bond Fund available for such
purpose, to pay interest on the 2023 Bonds on the
Interest Payment Date which occurs on such dates.

After making the foregoing payment, any remaining amount in the 2023 Capitalized Interest Account shall be transferred to the Bond Fund and the 2023 Capitalized Interest Account shall be closed.
(C) Section 4.03(A) of the Agreement is amended to add a new second paragraph as follows:

There is hereby established a 2023 Reserve Account as a separate account within the Reserve Fund to be held by the Fiscal Agent, to the credit of which a deposit shall be made as required by Section 11.06(A)(ii) and deposits shall be made as provided in Section 3.03(B). (C) Section 7.02 of the Agreement is amended to add a new tenth paragraph as follows:

Delivery of reports, information and documents to the Fiscal Agent is for information purposes only and the Fiscal Agent’s receipt of such shall not constitute notice or constructive notice of any information contained therein or determinable from information contained therein, including the City's compliance with any of its covenants hereunder (as to which the Fiscal Agent is entitled to rely exclusively on Officer’s Certificates). (E) References in the Fiscal Agent Agreement to the 2020 Bonds, 2022 Bonds or 2023 Bonds which, if the context requires reference to the 2020 Bonds, 2022 Bonds and 2023 Bonds and any Additional Bonds in order to maintain the parity relationship of the 2020 Bonds, 2022 Bonds and 2023 Bonds and any Additional Bonds and the security therefor, shall be deemed to refer to “Bonds” as defined in the Fiscal Agent Agreement rather than “2020 Bonds,” “2022 Bonds,” or “2023 Bonds.”
SECTION 4. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of this Supplemental Agreement No. 2 shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Supplemental Agreement No. 2. The City hereby declares that it would have entered into this Supplemental Agreement No. 2 and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the 2023 Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences. clauses, or phrases of this Supplemental Agreement No. 2 may be held illegal, invalid or unenforceable.

SECTION 5. Execution in Counterparts. This Supplemental Agreement No. 2 may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
179
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SECTION 6. Governing Law. This Supplemental Agreement No. 2 shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in such State.

SECTION 7. Execution By Electronic Means. The parties agree that the Electronic Signature of a party to this Supplemental Agreement No. 2, including all acknowledgements and attestations, shall be as valid as an original signature of such party and shall be effective to bind such party to this Supplemental Agreement No. 2. The parties agree that any Electronically Signed Document, including this Supplemental Agreement No. 2, shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed, and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. For purposes hereof, “Electronic Signature” means a manually signed original signature that is transmitted by Electronic Means, including without limitation in the form of a pdf (portable document format) or other replicating image attached to an e-mail message; and “Electronically Signed Document” means a document transmitted by Electronic Means and containing, or to which there is affixed, an Electronic Signature.

SECTION 8. Concerning the Fiscal Agent. In entering into and acting under this Supplemental Agreement No. 2, and with respect to all matters arising hereunder, the Fiscal Agent shall have and be entitled to all of the rights, immunities, indemnities and protections afforded or granted to it under the Fiscal Agent Agreement. 180
[Signature Page to Supplemental Agreement No. 2 to
Fiscal Agent Agreement dated as of _______ 1, 2023]
IN WITNESS WHEREOF, the City of Santa Paula has authorized the execution of this Agreement by its Finance Director under the authority of a Resolution adopted by the Council of the City of Santa Paula, and the Fiscal Agent has caused this Agreement to be executed.

CITY OF SANTA PAULA, a municipal corporation, for and
on behalf of Improvement Area A of the City of Santa
Paula Harvest Community Facilities District No. 1
By:

Finance Director

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Fiscal Agent
By:

Vice President
181
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EXHIBIT A TO SUPPLEMENTAL AGREEMENT NO. 2 TO FISCAL AGENT AGREEMENT

EXHIBIT C
FORM OF 2023 BONDS

UNITED STATES OF AMERICA

STATE OF CALIFORNIA
No. $

CITY OF SANTA PAULA
HARVEST COMMUNITY FACILITIES DISTRICT NO. 1

IMPROVEMENT AREA A

SPECIAL TAX BOND
SERIES 2023

INTEREST RATE MATURITY DATE BOND DATE CUSIP
____% September 1, ____ __________, 2023 777870 ___
REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: DOLLARS
The City of Santa Paula (the “City”) for and on behalf of the City of Santa Paula Harvest Community Facilities District No. 1 Improvement Area A (the “District”), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the Registered Owner named above, or registered assigns (the “Owner”), on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such principal amount from the Bond Date shown above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, semiannually on March 1 and September 1, commencing March 1, 2024 (the “Interest Payment Dates”), at the Interest Rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this 2023 Bond is payable to the Owner hereof in lawful money of the United States of America upon presentation and surrender of this 2023 Bond at a designated Principal Office of The Bank of New York Mellon Trust Company, N.A. (the “Fiscal Agent”). Interest on this 2023 Bond shall be paid by check of the Fiscal Agent mailed by first class mail on each Interest Payment Date to the Owner hereof as of the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs (the “Record Date”) at such Owner’s address as it appears on the registration books maintained by the Fiscal Agent, or by wire transfer made on such Interest Payment Date upon written instructions delivered to the Fiscal Agent by the applicable Record Date of any Owner of $1,000,000 or more in aggregate principal amount of 2023 Bonds. 182
A-2
This 2023 Bond is one of a duly authorized issue of bonds approved by resolution of the City Council of the City on __________, 2023 (the “Resolution”), pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the California Government Code (the “Mello-Roos Act”) for the purpose of providing moneys for the construction and acquisition of improvements within the District, and is one of the bonds designated “City of Santa Paula Harvest Community Facilities District No. 1 Improvement Area A Special Tax Bonds Series 2023” (the “2023 Bonds”). The issuance of the 2023 Bonds and the terms and conditions thereof are provided for by a Fiscal Agent Agreement, dated as of June 1, 2020, as amended and supplemented, including by Supplemental Agreement No. 2 to Fiscal Agent Agreement dated as of _______ 1, 2023 (together, the “Agreement”), by and between the City and the Fiscal Agent and this reference incorporates the Agreement, as supplemented, herein, and by acceptance hereof the Owner of this 2023 Bond assents to said terms and conditions. The Agreement is authorized under, this 2023 Bond is issued under and both are to be construed in accordance with, the laws of the State of California.

Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and interest on this 2023 Bond are payable, on parity with bonds previously issued by the City for the District in 2020, solely from the annual special tax authorized under the Mello-Roos Act to be collected within the District (the “Special Tax”) and certain funds held under the Agreement.

Interest on this 2023 Bond shall be payable from the Interest Payment Date next preceding the date of authentication hereof, unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) such date of authentication is after a Record Date but on or prior to an Interest Payment Date, in which event interest will be payable from such Interest Payment Date, or (iii) such date of authentication is prior to the first Record Date, in which event interest will be payable from the 2023 Bond Date shown above; provided however, that if at the time of authentication of this 2023 Bond, interest is in default hereon, this 2023 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment hereon.

Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the City as may be permitted by law. The 2023 Bonds do not constitute obligations of the City for which the City is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described herein above.

The 2023 Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any Interest Payment Date on and after September 1, ____ at the following respective redemption prices (expressed as percentages of the principal amount of the 2023 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
September 1, ____ and March 1, ____ 103%
September 1, ____ and March 1, ____ 102
September 1, ____ and March 1, ____ 101
September 1, ____ and any Interest Payment Date thereafter 100 The 2023 Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities as described below, and by lot within 183
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a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the 2023 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Prepayments will be allocated by the City to the redemption of each series of Bonds as nearly as practicable on a proportionate basis based on the outstanding principal amount of each series. Such allocations shall be applied to redeem each series as nearly as practicable on a pro rata basis among maturities of each respective series, in increments of $5,000; provided, however, that, for Prepayments of less than $50,000, the City may specify in an Officer’s Certificate that Prepayments be applied to one or more maturities of one or more series so long as there is delivered to the Fiscal Agent a Certificate of the Special Tax Consultant that, following such redemption from Prepayments, the maximum Special Taxes that may be levied in each Fiscal Year is not less than 110% of Maximum Annual Debt Service. 184
A-4
In connection with receipt of a Prepayment, the City may release from the Reserve Account related to each series of Bonds an amount corresponding to the applicable credit to be received based on the principal amount of each series prepaid, as determined by the City, provided that the release shall not cause the amount in the Reserve Fund to be less than the Reserve Requirement.

Notice of redemption with respect to the 2023 Bonds to be redeemed shall be given to the Owners thereof, in the manner, to the extent and subject to the provisions of the Agreement.

This 2023 Bond shall be registered in the name of the Owner hereof, as to both principal and interest. Each registration and transfer of registration of this 2023 Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon.

No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof, interest hereon and any redemption premium shall be payable only to the registered owner or to such Owner’s order. The Fiscal Agent shall require the Owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of 2023 Bonds for redemption or (ii) with respect to a 2023 Bond after such 2023 Bond has been selected for redemption.

The Agreement and the rights and obligations of the City thereunder may be modified or amended as set forth therein. The principal of the 2023 Bonds is not subject to acceleration upon a default under the Agreement or any other document.

This 2023 Bond shall not become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been dated and manually signed by the Fiscal Agent.

It is hereby certified, recited and declared that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this 2023 Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this 2023 Bond, together with all other indebtedness of the City, does not exceed any debt limit prescribed by the laws or Constitution of the State of California.

Unless this 2023 Bond is presented by an authorized representative of The Depository Trust Company to the Fiscal Agent for registration of transfer, exchange or payment, and any 2023 Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

IN WITNESS WHEREOF, the City of Santa Paula has caused this 2023 Bond to be dated March 17, 2023, to be signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk.
185
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CITY OF SANTA PAULA
By:

Mayor
Attested:

By:

City Clerk
186
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FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION
This is one of the 2023 Bonds described in the Resolution and the Agreement.

Dated: _____________, 2023

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Fiscal Agent
By:

Authorized Signatory
187
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer unto (Name, address and Tax Identification or Social Security Number of Assignee) the within-mentioned registered 2023 Bond and hereby irrevocably constitute(s) and appoint(s) , attorney,
to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises.

Dated:

Signature Guaranteed:

NOTE: Signature(s) must be guaranteed by a
member firm of the New York Stock Exchange or a
commercial bank or trust company.

NOTE: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of
the within 2023 Bond in every particular without
alteration or enlargement or any change whatsoever.
188
Jones Hall Draft 10.23.23
PRELIMINARY OFFICIAL STATEMENT DATED ____________, 2023 NEW ISSUE – FULL BOOK-ENTRY NOT RATED
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the 2023 Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. Interest on the 2023 Bonds may be subject to the corporate alternative minimum tax. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See “TAX MATTERS” herein.
$_________*

CITY OF SANTA PAULA
HARVEST COMMUNITY FACILITIES DISTRICT NO. 1

IMPROVEMENT AREA A
SPECIAL TAX BONDS, SERIES 2023
Dated: Date of Delivery Due: September 1, as shown below The bonds captioned above (the “2023 Bonds”), are being issued by the City of Santa Paula (the “City”) for its Harvest Community Facilities District No. 1 (the “District”). The 2023 Bonds are special tax obligations of the City, authorized pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being California Government Code Section 53311, et seq. (the “Act”), and are issued pursuant to the Resolution of Issuance (as defined herein) and a Fiscal Agent Agreement dated as of June 1, 2020 as amended and supplemented by a Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of March 1, 2022 and a Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of November 1, 2023 (together, the “Fiscal Agent Agreement”) by and between the City and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”). Interest on the 2023 Bonds is payable semiannually on March 1 and September 1 of each year, commencing March 1, 2024. The City previously issued special tax bonds in June 2020 and March 2022 (the “2020 Bonds” and “2022 Bonds” and together with the 2023 Bonds, the “Bonds”) secured by special taxes on property within the District’s Improvement Area A (“Improvement Area A”). See “THE BONDS – Authority for Issuance.”
The 2023 Bonds are being issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”), and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” The 2023 Bonds are secured on parity with the 2020 Bonds and 2022 Bonds by and payable from a pledge of Special Tax Revenues (as defined herein) derived from Special Taxes (as defined herein) to be levied by the City on taxable real property within the boundaries of Improvement Area A, from certain proceeds of any foreclosure actions brought following a delinquency in the payment of the Special Taxes, and from amounts held in certain funds under the Fiscal Agent Agreement, all as more fully described herein. Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within Improvement Area A.

In the event of delinquency, proceedings may be conducted only against the parcel of real property securing the delinquent Special Tax. There is no assurance the owners will be able to pay the Special Tax or that they will pay a Special Tax even though financially able to do so. To provide a limited amount for payment of the 2023 Bonds and the interest thereon as a result of delinquent Special Taxes, the City will use a portion of the 2023 Bond proceeds to increase the amount in the debt service reserve fund established in connection with the issuance of the 2020 Bonds and 2022 Bonds, as described herein. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.”
Land in Improvement Area A comprises completed homes and ongoing development on approximately 201 gross acres entitled for 707 residential units and under development as the initial part of the larger Harvest at Limoneira development project, which is planned for approximately 1,950 residential units and complementary land uses. As of September 10, 2023, of the 707 single family home lots in Improvement Area A, 586 homes have been sold to individual homeowners and the remaining 121 were recently sold to merchant builders Lennar Homes and Richmond American (defined herein). See “THE HARVEST AT LIMONEIRA DEVELOPMENT” and “OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA A.” The 2023 Bonds are subject to optional and mandatory redemption prior to maturity as described herein. See “THE BONDS — Redemption.”

NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY OF VENTURA, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS.

THE BONDS DO NOT CONSTITUTE A DEBT OF THE CITY WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL DEBT LIMITATION. THE INFORMATION SET FORTH IN THIS OFFICIAL STATEMENT, INCLUDING INFORMATION UNDER THE HEADING “SPECIAL RISK FACTORS,” SHOULD BE READ IN ITS ENTIRETY.

This cover page contains certain information for general reference only. It is not a summary of all of the provisions of the 2023 Bonds. Prospective investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. See “SPECIAL RISK FACTORS” herein for a discussion of the special risk factors that should be considered, in addition to the other matters and risk factors set forth herein, in evaluating the investment quality of the 2023 Bonds.

The 2023 Bonds are offered when, as and if issued, subject to approval as to their legality by Jones Hall, a Professional Law Corporation, San Francisco, California, Bond Counsel. Certain legal matters will also be passed on by Jones Hall, as Disclosure Counsel and Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Newport Beach, California, as counsel to the Underwriter. Certain legal matters will be passed upon for the City by the City Attorney. It is anticipated that the 2023 Bonds will be available for delivery to DTC on or about November __, 2023. [Stifel logo]
The date of this Official Statement is _______, 2023. ____________ * Preliminary; subject to change.

This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. 189

MATURITY SCHEDULE
$_______________

CITY OF SANTA PAULA
HARVEST COMMUNITY FACILITIES DISTRICT NO. 1

IMPROVEMENT AREA A
SPECIAL TAX BONDS, SERIES 2023
(Base CUSIP†: ___________)
Maturity
(Sept. 1)
Principal
Amount
Interest
Rate Yield Price
CUSIP†
Number
$__________ _____% Term Bond Due September 1, 20___; Yield ____%; Price: ____% CUSIP†: _________
$__________ _____% Term Bond Due September 1, 20___; Yield ____%; Price: ____% CUSIP†: _________
† CUSIP Global Services (CGS) is managed on behalf of American Bankers Association by FactSet Research Systems Inc.

CopyrightÓ 2023 CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIPÒ numbers are provided for convenience of reference only. None of the City, the Fiscal Agent or the Underwriter take any responsibility for the accuracy of the CUSIP data. 190

CITY OF SANTA PAULA
(Ventura County, California)

CITY COUNCIL

OF THE CITY OF SANTA PAULA
Andy Sobel, Mayor
Leslie Cornejo, Vice Mayor
Pedro Chavez, Council Member
Jenny Crosswhite, Council Member
Carlos Juarez, Council Member

CITY OFFICIALS
Daniel Singer, City Manager
Christy Ramirez, Finance Director
Monica Castillo of Best Best & Krieger LLC, Interim City Attorney _________________________________________________________

MUNICIPAL ADVISOR
NHA Advisors
San Rafael, California
BOND COUNSEL and DISCLOSURE COUNSEL
Jones Hall, A Professional Law Corporation
San Francisco, California

APPRAISER
Integra Realty Resources
Sacramento, California

SPECIAL TAX ADMINISTRATOR
Willdan Financial Services
Temecula, California

FISCAL AGENT
The Bank of New York Mellon Trust Company, N.A.

Los Angeles, California
191

GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
No Offering May Be Made Except by this Official Statement. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations with respect to the 2023 Bonds other than as contained in this Official Statement, and if given or made, such other information or representation must not be relied upon as having been authorized.

No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

Effective Date. This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the 2023 Bonds will, under any circumstances, create any implication that there has been no change in the affairs of the City, the District, Improvement Area A of the District, or any other matters described in this Official Statement, or in the condition of the security for the Bonds since the date of this Official Statement.

Use of this Official Statement. This Official Statement is submitted in connection with the sale of the 2023 Bonds referred to in this Official Statement and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not a contract with the purchasers of the 2023 Bonds. Prospective investors should not construe the contents of this Official Statement as legal, tax or investment advice.

Preparation of this Official Statement. The information contained in this Official Statement has been obtained from sources that are believed to be reliable, but this information is not guaranteed as to accuracy or completeness.

Involvement of Underwriter. The Underwriter has submitted the following statement for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

Document References and Summaries. All references to and summaries of the Fiscal Agent Agreement or other documents contained in this Official Statement are subject to the provisions of those documents and do not purport to be complete statements of those documents.

Bonds are Exempt from Securities Laws Registration. The 2023 Bonds have not been registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, in reliance upon exemptions for the issuance and sale of municipal securities provided under Section 3(a)(2) of the Securities Act of 1933 and Section 3(a)(12) of the Securities Exchange Act of 1934.

Forward-Looking Statements. Certain statements included or incorporated by reference in this Official Statement constitute forwardlooking statements. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “project,” “budget” or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. No assurance is given that actual results will meet the forecasts of the City in any way, regardless of the level of optimism communicated in the information. The City is not obligated to issue any updates or revisions to the forward-looking statements if or when its expectations, or events, conditions or circumstances on which such statements are based occur.

Website. The references to internet websites in this Official Statement are shown for reference and convenience only; unless explicitly stated to the contrary, the information contained within the websites and any links contained within those websites are not incorporated herein by reference and does not constitute part of this Official Statement. 192

TABLE OF CONTENTS
Page Page
INTRODUCTION................................................... 1 ESTIMATED SOURCES AND USES OF FUNDS 6
THE IMPROVEMENTS......................................... 7 THE BONDS ......................................................... 8 Authority for Issuance ........................................ 8 Description of the Bonds.................................... 8 Redemption* .................................................... 10 Transfer or Exchange of Bonds ....................... 12

SECURITY AND SOURCES OF PAYMENT FOR
THE BONDS ....................................................... 13 Special Taxes .................................................. 13 Special Tax Methodology................................. 14 Levy of Annual Special Tax; Maximum Special
Tax................................................................ 17 Special Tax Fund ............................................. 17 Delinquent Payments of Special Tax; Covenant
for Superior Court Foreclosure ..................... 18 Parity Reserve Fund ........................................ 19 Improvement Fund........................................... 21 Additional Bonds .............................................. 21 DEBT SERVICE SCHEDULES........................... 22

THE HARVEST AT LIMONEIRA DEVELOPMENT
............................................................................ 24 Background...................................................... 24 Proposed Land Uses ....................................... 25 Required Public Improvements........................ 26 Completed Project Amenities........................... 27 Acquisition Agreement ..................................... 28 THE DISTRICT AND IMPROVEMENT AREA A. 29
Formation of the District................................... 29 Location and Description of Improvement Area A
and the Immediate Area ............................... 29 Improvement Area A Units Completed and
Projected....................................................... 33 Completed Neighborhoods .............................. 34 Development of Final 121 Lots ........................ 34 Merchant Builders Financing Plan ................... 35

OWNERSHIP OF PROPERTY WITHIN
IMPROVEMENT AREA A ................................... 36 Lennar Homes ................................................. 36 Richmond American .........................................37

VALUE OF PROPERTY WITHIN IMPROVEMENT
AREA A................................................................38 The Appraisal ...................................................38 Value to Special Tax Burden Ratios.................40
Special Tax Collections and Delinquencies .....45
Overlapping Liens and Priority of Lien .............45
Estimated Tax Burden on Single-Family Home47
SPECIAL RISK FACTORS..................................48 Limited Obligation of the City to Pay Debt Service
......................................................................48 Appraised Values .............................................48 Property Values and Property Development ....49
Property Values and Property Development ....51
FDIC/Federal Government Interests in Properties
......................................................................53 Bankruptcy and Foreclosure Delays ................53
Parity Taxes and Special Assessments; Private
Debt...............................................................55 Tax Delinquencies............................................56 No Acceleration Provisions ..............................57 Ballot Initiatives ................................................57 Voter Initiatives.................................................57 Pandemic Diseases..........................................58 Recent Case Law Related to the Mello-Roos Act
......................................................................58 Cyber Security..................................................60 Potential Early Redemption of Bonds from
Prepayments .................................................60

CONSTITUTIONAL LIMITATIONS ON TAXATION
AND APPROPRIATIONS ....................................60 CONTINUING DISCLOSURE..............................61
UNDERWRITING ................................................62 MUNICIPAL ADVISOR........................................62 LEGAL OPINION.................................................62 TAX MATTERS....................................................62 NO RATINGS ......................................................64 NO LITIGATION ..................................................64 EXECUTION....................................................... 65 APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX APPENDIX B – THE APPRAISAL
APPENDIX C – THE CITY OF SANTA PAULA AND VENTURA COUNTY APPENDIX D – FORM OF OPINION OF BOND COUNSEL
APPENDIX E – FORMS OF CONTINUING DISCLOSURE UNDERTAKINGS APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF FISCAL AGENT AGREEMENT APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM
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1 OFFICIAL STATEMENT
$_________*

CITY OF SANTA PAULA
HARVEST COMMUNITY FACILITIES DISTRICT NO. 1

IMPROVEMENT AREA A
SPECIAL TAX BONDS, SERIES 2023
This Official Statement, including the cover page and all Appendices hereto, is provided to furnish certain information in connection with the issuance by the City of Santa Paula (the “City”) of the bonds captioned above (the “2023 Bonds”).

Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Definitions of certain terms used herein and not defined herein have the meaning set forth in the Fiscal Agent Agreement. See APPENDIX F.

INTRODUCTION
This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and attached appendices, and the documents summarized or described in this Official Statement. A full review should be made of the entire Official Statement. The offering of the 2023 Bonds to potential investors is made only by means of the entire Official Statement.

The City. The City was incorporated on April 22, 1902, and is the geographic center of Ventura County (the “County”), situated in the rich agricultural Santa Clara River Valley. The City is located approximately 65 miles northwest of Los Angeles and 10 miles east of Ventura, and is 14 miles from the coastline of the Pacific Ocean. The area within the City limits comprises approximately 5.4 square miles and had an estimated population of 31,423 as of January 1, 2023.

For economic and demographic information regarding the City and the County, see “APPENDIX C – The City of Santa Paula and Ventura County.”
Authority for Issuance of the 2023 Bonds. On October 17, 2016, the City Council of the City (the “City Council”), as legislative body of its Harvest Community Facilities District No. 1 (the “District”), adopted a Resolution of Intention to form the District and designate improvement areas therein under the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”), to levy a special tax and to incur bonded indebtedness for the purpose of financing certain public improvements.
________________________
* Preliminary, subject to change.
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2 After conducting a noticed public hearing, on November 21, 2016, the City Council adopted a Resolution of Formation (the “Resolution of Formation”), which established the District and designated Improvement Areas A, B, and C therein (collectively, the “Improvement Areas”), set forth the rate and method of apportionment of the special tax for each Improvement Area, and set forth the necessity to incur bonded indebtedness for each Improvement Area. On the same day, an election was held within each Improvement Area in which the sole qualified elector, Limoneira Lewis Community Builders, a Delaware limited liability company (the “Developer”), approved the proposed bonded indebtedness and the levy of the special tax within each Improvement Area. On February 20, 2019, the rate and method of apportionment of special tax and the bonded indebtedness limit for each Improvement Area were amended pursuant to change proceedings conducted under the Act.

Following such amendment, the bonded indebtedness limit for Improvement Area A is $40,000,000, for Improvement Area B is $41,000,000 and for Improvement Area C is $32,000,000. In June 2020 the City issued $19,380,000 principal amount of Special Tax Bonds for Improvement Area A (the “2020 Bonds”) and in March 2022 the City issued $14,965,000 principal amount of Special Tax Bonds for Improvement Area A (the “2022 Bonds”); the 2023 Bonds are the third and final (other than possible refunding bonds) series of bonds issued for Improvement Area A.

The 2023 Bonds are issued pursuant to the Act, a resolution adopted by the City Council on November [1], 2023 (the “Resolution of Issuance”) and a Fiscal Agent Agreement dated as of June 1, 2020, as amended and supplemented by a Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of March 1, 2022 and a Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of November 1, 2023 (together, the “Fiscal Agent Agreement”) between the City and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”).

Bond Terms. The 2023 Bonds will be dated as of and bear interest from the date of delivery thereof at the rate or rates set forth on the inside cover page of this Official Statement. Interest on the 2023 Bonds is payable on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing March 1, 2024. The 2023 Bonds will be issued without coupons in denominations of $5,000 or any integral multiple thereof.

Registration of Ownership of 2023 Bonds. The 2023 Bonds will be issued only as fully registered bonds in book-entry form, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). Ultimate purchasers of 2023 Bonds will not receive physical certificates representing their interest in the 2023 Bonds. So long as the 2023 Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate purchasers of the 2023 Bonds. Payments of the principal, premium, if any, and interest on the 2023 Bonds will be made directly to DTC, or its nominee, Cede & Co. so long as DTC or Cede & Co. is the registered owner of the 2023 Bonds. Disbursements of such payments to DTC’s Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
The District and Improvement Area A. Land within the District is part of a master-planned community locally known as “Harvest at Limoneira” (the “Limoneira Development”), which is currently planned for approximately 1,950 residential units and complementary land uses. Property in Improvement Area A is the first phase of development and comprises approximately 201 gross acres designated for 707 residential units. Improvement Area A also includes 17.72 acres that are owned by Limoneira Company (“Limoneira Company”), which were originally planned for commercial development and subsequently were rezoned for rental apartment residential use, which is not subject to the lien of the Special Tax securing the Bonds. 195
3 The Developer is the master developer entity for the Limoneira Development, and is not a homebuilder. Beginning in 2019, 586 of the 707 single family residential lots within Improvement Area A were sold to four merchant builders: Lennar Homes of California, LLC, a California limited liability company, as successor by conversion to Lennar Homes of California, Inc., a California corporation (“Lennar Homes”), K. Hovnanian Communities, Inc., a California corporation (“K.

As of the September 10, 2023 date of the Appraisal, 586 homes were completed and owned by individual homeowners. The final 121 lots were sold in October 2023 to Lennar Homes (50 lots) and Richmond American (71 lots) as semi-finished lots, to be developed as a continuation of their previously marketed developments described herein. See “THE DISTRICT AND IMPROVEMENT AREA A” and “OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA A” for additional details.

Use of Proceeds. Proceeds of the 2023 Bonds will primarily be used to reimburse the Developer for a portion of the costs of acquiring and constructing certain public infrastructure improvements (the “Improvements,” as described herein) undertaken by the Developer with respect to the Limoneira Development. The Improvements consist generally of water, wastewater, drainage, roadway and other infrastructure improvements necessary for development of property within the District and the surrounding area, as well as park and open space improvements. Most of the Improvements for Improvement Area A have been completed. See “THE IMPROVEMENTS.” A portion of the proceeds of the 2023 Bonds will also be used to increase the amount deposited into a debt service reserve fund established in connection with the issuance of bonds in 2020, to provide capitalized interest for a portion of debt service due on the 2023 Bonds through and including September 1, 2024, and to pay costs of issuance.

Prior Bonds. The maximum authorized indebtedness for Improvement Area A is $40,000,000. In June 2020, the City issued $19,380,000 of Special Tax Bonds for Improvement Area A (the “2020 Bonds”) and in March 2022, the City issued $14,965,000 of Special Tax Bonds for Improvement Area A (the “2022 Bonds” and together with the 2020 Bonds and 2023 Bonds, the “Bonds”). The 2023 Bonds are being issued under the original authorization and are secured by Special Tax Revenues on parity with the 2020 Bonds and 2022 Bonds. The 2023 Bonds complete full utilization of the $40,000,000 bond authorization for Improvement Area A. The City expects to issue bonds for Improvement Area B and Improvement Area C in the future; special taxes generated in those areas will not be security for the 2020 Bonds, 2022 Bonds and 2023 Bonds.

Security and Source of Payment of the Bonds. As security for the payment of the Bonds, a special tax applicable to each taxable parcel in Improvement Area A will be levied and collected according to the tax liability determined by the City Council through the application of the Rate and Method of Apportionment for Improvement Area A (the “Special Tax Formula”). The Special Tax Formula is set forth in its entirety in APPENDIX A hereto. See “SECURITY AND SOURCES OF PAYMENT OF THE BONDS – Special Tax Methodology” for a description of the Special Tax Formula.

The 2023 Bonds are payable, on parity with the 2020 Bonds and 2022 Bonds, from the “Special Tax Revenues,” consisting of the proceeds of the Special Taxes received by the City, including all scheduled payments and delinquent payments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes, 196
4 net of the Priority Administrative Expense and the administration charge of the County, but do not include any interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure. “Special Taxes” means “Special Tax A” levied for facilities in Improvement Area A pursuant to the Special Tax Formula, and not Special Tax B, which is levied for services within Improvement Area A. “Priority Administrative Expense” means (i) beginning in fiscal year 2020-21, $35,000, and (ii) for each subsequent fiscal year, an amount equal to the preceding fiscal year’s Priority Administrative Expense plus an additional 2% of such amount. The 2023 Bonds are also payable from amounts held in certain funds and accounts pursuant to the Fiscal Agent Agreement, including a parity Reserve Fund (described below), all as more fully described herein. See “– Reserve Fund,” below.

The Special Taxes represent liens on the parcels of land subject to a Special Tax, and failure to pay the Special Taxes could result in proceedings to foreclose the delinquent property. The Special Taxes do not constitute the personal indebtedness of the owners of taxed parcels. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” and “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.”
Parity Reserve Fund. In connection with the issuance of the 2020 Bonds, a Reserve Fund (the “Reserve Fund”) was established by the Fiscal Agent under the Fiscal Agent Agreement in the amount of the Reserve Requirement (defined herein). The initial Reserve Requirement was increased upon issuance of the 2022 Bonds and a portion of the proceeds of the 2023 Bonds will be used to increase the amount deposited in the Reserve Fund to the Reserve Requirement as calculated with respect to the aggregate amount of Bonds outstanding. The Reserve Fund is available to pay debt service on all series of the Bonds on a pro rata basis if Special Tax Revenues are insufficient. If there are additional delinquencies after depletion of funds in the Reserve Fund, the City is not obligated to pay the Bonds, or supplement the Reserve Fund, except to the extent Special Tax Revenues are available for such purpose. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Parity Reserve Fund.”
Additional Bonds. Supplemental Agreement No. 2 to Fiscal Agent Agreement provides that no additional bonds are permitted under the Fiscal Agent Agreement, except that the City may in the future issue bonds secured on parity with the then outstanding Bonds for refunding purposes.

Appraised Value of Property and Overall Value to Lien Ratio. Property in Improvement Area A is security for the Special Tax. The City authorized the preparation of an appraisal report for certain real property within Improvement Area A, which sets forth an estimated aggregate value of taxable property in Improvement Area A of $401,449,958, as of September 10, 2023, with $373,040,958 of that value assigned to homes owned by individual homeowners. The valuation assumes completion of the Improvements funded by the 2023 Bonds and accounts for the impact of the lien of the Special Tax securing the Bonds. See “THE IMPROVEMENTS.” In considering the estimate of value evidenced by the appraisal, it should be noted that the appraisal is based upon a number of standard and special assumptions, which affect the estimate as to value, in addition to the assumption of completion of the Improvements and the availability of certain of the proceeds of the 2023 Bonds to reimburse for completed Improvements. The Improvements to be paid for with proceeds of the 2023 Bonds are now complete. See “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA A – The Appraisal” and APPENDIX B.

The appraised value of property in Improvement Area A is 10.11* times the $39,695,000* aggregate principal amount of the Bonds. This is the value-to-lien ratio with respect to the parcels in Improvement Area A subject to the Special Tax as whole; the ratio for individual parcels will vary. 197
5 See “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA A – Value to Special Tax Burden Ratios.”
Risks of Investment. See the section of this Official Statement entitled “SPECIAL RISK FACTORS” for a discussion of special factors that should be considered, in addition to the other matters set forth herein, in considering the investment quality of the 2023 Bonds.

Limited Obligation of the City. The general fund of the City is not liable and the full faith and credit of the City is not pledged for the payment of the interest on, or principal of or redemption premiums, if any, on the Bonds. The Bonds are not secured by a legal or equitable pledge of or charge, lien or encumbrance upon any property of the City or any of its income or receipts, except the Special Tax Revenues and money in the funds established and pledged to the Bonds under the Fiscal Agent Agreement, and neither the payment of the interest on nor principal of or redemption premiums, if any, on the Bonds is a general debt, liability or obligation of the City. The Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restrictions, and neither the City Council, the City nor any officer or employee thereof are liable for the payment of the interest on or principal of or redemption premiums, if any, on the Bonds other than from the Special Tax Revenues and money in the funds established and pledged to the Bonds, as provided in the Fiscal Agent Agreement.

Summary of Information. Brief descriptions of certain provisions of the Fiscal Agent Agreement, the Bonds and certain other documents are included herein. The descriptions and summaries of documents herein do not purport to be comprehensive or definitive, and reference is made to each such document for the complete details of all its respective terms and conditions, copies of which are available for inspection at the office of the Finance Director of the City. All statements herein with respect to certain rights and remedies are qualified by reference to laws and principles of equity relating to or affecting creditors’ rights generally. Capitalized terms used in this Official Statement and not otherwise defined herein have the meanings ascribed to such terms in the Fiscal Agent Agreement. The information and expressions of opinion herein speak only as of the date of this Official Statement and are subject to change without notice. Neither delivery of this Official Statement, any sale made hereunder, nor any future use of this Official Statement shall, under any circumstances, create any implication that there has been no change in the affairs of the City, the District or Improvement Area A since the date hereof.

Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. _____________________ * Preliminary, subject to change. 198
6 ESTIMATED SOURCES AND USES OF FUNDS
A summary of the estimated sources and uses of funds associated with the sale of the 2023 Bonds follows:

Estimated Sources of Funds:

Principal Amount of 2023 Bonds $
Plus/Less: [Net] Original Issue Premium/Discount
Total $
Estimated Uses of Funds:

Deposit to Improvement Fund $
Deposit to Reserve Fund(1)
Deposit to Bond Fund(2)
Costs of Issuance(3)
Total $
(1) Represents an amount that when added to money already in the Reserve Fund will equal the Reserve Requirement for the Bonds.
(2) Represents an amount scheduled to provide for capitalized interest due on a portion of the debt service on the 2023 Bonds through September 1, 2024.
(3) Includes fees of bond and disclosure counsel, fees, expenses and charges of the Fiscal Agent, printing costs, fees of the CFD Administrator, appraiser, and municipal advisor, Underwriter’s discount, and other costs of issuance.
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7 THE IMPROVEMENTS
The Bonds provide a funding source to reimburse the Developer for moneys expended for a portion of the cost of public improvements required for development within the District to proceed.

The eligible Improvements authorized to be funded with proceeds of the Bonds are described as street and bridge improvements, including grading, paving, curbs and gutters, sidewalks, street signalization and signage, street lights and parkway and landscaping related thereto, domestic and recycled water distribution facilities including wells, treatment facilities, reservoirs and booster pumps, sewer collection facilities, solid waste facilities, storm drainage facilities, park and recreation facilities and equipment, fire facilities and equipment, police facilities and equipment, library facilities and equipment, general governmental office, administrative and meeting facilities, any other capital facilities authorized to be financed under the Act and land, rights-of-way and easements necessary for any of such facilities; reimbursements to other areas for infrastructure facilities serving development in the District; and any other expenses incidental to the construction, completion, and inspection of the facilities, including but not limited to and the cost of planning, permitting and designing the facilities, land acquisition and easement payments for authorized facilities; project management; construction staking; engineering studies and reports; utility relocation and demolition costs incidental to the construction of the public facilities.

Eligible authorized facilities also include fees of the City attributable to any authorized facility, including but not limited to community facilities fees, storm drain fees, fair share traffic fees, sewer collection fees and wastewater treatment fees.

The Improvements required for home development of Improvement Area A have been substantially completed by the Developer. Net proceeds of the 2023 Bonds will be utillized to reimburse the Developer for authorized Improvements. Net proceeds of the 2020 Bonds and 2022 Bonds have been fully expended for authorized Improvements. See also “THE HARVEST AT LIMONEIRA DEVELOPMENT - Required Public Improvements.”
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8 THE BONDS
Authority for Issuance
The 2023 Bonds are issued pursuant to the Fiscal Agent Agreement, the Resolution of Issuance and the Act.

On October 17, 2016, the City Council, as legislative body of the District, adopted a Resolution of Intention to form the District and designate improvement areas therein under the Act, to levy a special tax and to incur bonded indebtedness for the purpose of financing certain public improvements. After conducting a noticed public hearing, on November 21, 2016, the City Council adopted the Resolution of Formation, which established the District and designated Improvement Areas A, B, and C therein (previously defined as the “Improvement Areas”), set forth the rate and method of apportionment of the special tax for each Improvement Area, and set forth the necessity to incur bonded indebtedness for each Improvement Area. On the same day, an election was held within each Improvement Area in which the sole qualified elector, the Developer, approved the proposed bonded indebtedness and the levy of the special tax within each Improvement Area.

On February 20, 2019, the rate and method of apportionment of special tax and the bonded indebtedness limit for each Improvement Area were amended pursuant to change proceedings conducted under the Act. Following such amendment, the bonded indebtedness limit for Improvement Area A is $40,000,000, for Improvement Area B is $41,000,000 and for Improvement Area C is $32,000,000. In June 2020, the City issued $19,380,000 of Special Tax Bonds for Improvement Area A of the District and in March 2022 the City issued $14,965,000 of bonds for Improvement Area A of the District; the 2023 Bonds are the third series of special tax bonds. All series of bonds are secured by Special Tax Revenues on a parity basis. No additional bonds are permitted under the Fiscal Agent Agreement, except that the City may in the future issue bonds secured on parity with the then outstanding Bonds for refunding purposes, and no bonds having a lien on Special Tax Revenues senior to the lien of the Bonds are authorized to be issued under the Fiscal Agent Agreement.

Description of the Bonds
Bond Terms. The 2023 Bonds will be dated as of and bear interest from the date of delivery thereof at the rates and mature in the amounts and years, as set forth on the inside cover page hereof. The 2023 Bonds are being issued in the denomination of $5,000 or any integral multiple thereof.

Interest on the 2023 Bonds will be payable semiannually on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing March 1, 2024. The principal of the 2023 Bonds and premiums due upon the redemption thereof, if any, will be payable in lawful money of the United States of America at the principal corporate trust office of the Fiscal Agent in Los Angeles, California, or such other place as designated by the Fiscal Agent, upon presentation and surrender of the 2023 Bonds; provided that so long as any 2023 Bonds are in book-entry form, payments with respect to such 2023 Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC.

Book-Entry Only System. The 2023 Bonds are being issued as fully registered bonds, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), and will be available to ultimate purchasers under the book-entry system maintained by DTC. Ultimate purchasers of 2023 Bonds will not receive physical certificates representing their interest in the 2023 201
9 Bonds. So long as the 2023 Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate purchasers of the 2023 Bonds. The Fiscal Agent will make payments of the principal, premium, if any, and interest on the 2023 Bonds directly to DTC, or its nominee, Cede & Co., so long as DTC or Cede & Co. is the registered owner of the 2023 Bonds. Disbursements of such payments to DTC’s Participants are the responsibility of DTC and disbursements of such payments to the Beneficial Owners are the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” Calculation and Payment of Interest. Interest on the 2023 Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the 2023 Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on each Interest Payment Date by first class mail to the registered Owner thereof at such registered Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs whether or not such day is a Business Day (the “Record Date”), or by wire transfer made on such Interest Payment Date upon written instructions received by the Fiscal Agent on or before the Record Date preceding the Interest Payment Date, of any Owner of $1,000,000 or more in aggregate principal amount of 2023 Bonds; provided that so long as any 2023 Bonds are in book-entry form, payments with respect to such 2023 Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC. See “APPENDIX G – DTC AND THE BOOKENTRY ONLY SYSTEM.” Each 2023 Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it will bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it will bear interest from the Dated Date; provided, however, that if at the time of authentication of a 2023 Bond, interest is in default thereon, such 2023 Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. So long as the 2023 Bonds are registered in the name of Cede & Co., as nominee of DTC, payments of the principal, premium, if any, and interest on the 2023 Bonds will be made directly to DTC, or its nominee, Cede & Co. Disbursements of such payments to DTC’s Participants are the responsibility of DTC and disbursements of such payments to the Beneficial Owners are the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
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10 Redemption*
Optional Redemption. The 2023 Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any Interest Payment Date on and after September 1, 2030 at the following respective redemption prices (expressed as percentages of the principal amount of the 2023 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
September 1, 2030 and March 1, 2031 103%
September 1, 2031 and March 1, 2032 102
September 1, 2032 and March 1, 2033 101
September 1, 2033 and any Interest Payment Date thereafter 100 Mandatory Redemption From Prepayments. The 2023 Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities as described below, and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the 2023 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
March 1, 2024 through and including March 1, 2031 103%
September 1, 2031 and March 1, 2032 102
September 1, 2033 and March 1, 2033 101
September 1, 2033 and any Interest Payment Date thereafter 100 Prepayments will be allocated to the redemption of each series of Bonds as nearly as practicable on a proportionate basis based on the outstanding principal amount of each series. Such allocations shall be applied to redeem each series as nearly as practicable on a pro rata basis among maturities of each respective series, in increments of $5,000; provided, however, that, for Prepayments of less than $50,000, the City may specify in an Officer’s Certificate that Prepayments be applied to one or more maturities of one or more series so long as there is delivered to the Fiscal Agent a Certificate of the Special Tax Consultant that, following such redemption from Prepayments, the maximum Special Taxes that may be levied in each Fiscal Year is not less than 110% of Maximum Annual Debt Service.

In connection with receipt of a Prepayment, the City may release from the Reserve Fund an amount corresponding to the applicable credit to be received based on the principal amount of each series prepaid, as determined by the City, provided that the release shall not cause the amount in the Reserve Fund to be less than the then applicable Reserve Requirement. See “SPECIAL RISK FACTORS – Potential Early Redemption of Bonds from Prepayments” for a discussion of the potential for the 2023 Bonds to be priced with original issue premium and then be redeemed from Special Tax prepayments prior to maturity.
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* Preliminary, subject to change.
203
11 Mandatory Sinking Fund Redemption. The Term 2023 Bonds maturing September 1, 20__, September 1, 20__ and September 1, 20__ are subject to mandatory sinking payment redemption in part on September 1, 20__, September 1, 20__ and September 1, 20__, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

Term 2023 Bonds Due September 1, 20__
Mandatory
Redemption Date
(September 1)
Sinking Fund
Payment
Term 2023 Bonds Due September 1, 20__
Mandatory
Redemption Date
(September 1)
Sinking Fund
Payment
Term 2023 Bonds Due September 1, 20__
Mandatory
Redemption Date
(September 1)
Sinking Fund
Payment
The amounts in the foregoing tables will be reduced pro rata, at the direction of the City in an Officer’s Certificate, as a result of any prior partial optional redemption or mandatory redemption of the 2023 Bonds.

Purchase In Lieu of Redemption. In lieu of redemption, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2023 Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may 2023 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase.

Redemption Procedure by Fiscal Agent. The Fiscal Agent will cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories and to one or more Information Services, and to the respective registered Owners of any 2023 Bonds designated for redemption, at their addresses appearing on the registration books in the Principal Office of the Fiscal Agent; but such mailing is not a condition precedent to such redemption and failure to mail or 204
12 to receive any such notice, or any defect therein, will not affect the validity of the proceedings for the redemption of such 2023 Bonds.

Such notice will state the redemption date and the redemption price and, if less than all of the then Outstanding 2023 Bonds are to be called for redemption, will designate the CUSIP numbers and bond numbers of the 2023 Bonds to be redeemed by giving the individual CUSIP number and bond number of each 2023 Bond to be redeemed or will state that all 2023 Bonds between two stated bond numbers, both inclusive, are to be redeemed or that all of the 2023 Bonds of one or more maturities have been called for redemption, will state as to any 2023 Bond called in part the principal amount thereof to be redeemed, and will require that such 2023 Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and will state that further interest on such 2023 Bonds will not accrue from and after the redemption date.

The City has the right to rescind any notice of the optional redemption of 2023 Bonds and such notice may be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the 2023 Bonds then called for redemption.

Whenever provision is made in the Fiscal Agent Agreement for the redemption of less than all of the 2023 Bonds of any maturity, the City will select the 2023 Bonds to be redeemed, from all 2023 Bonds or such given portion thereof of such maturity by lot in any manner which the City in its sole discretion deems appropriate. Upon surrender of 2023 Bonds redeemed in part only, the City will execute and the Fiscal Agent will authenticate and deliver to the registered Owner, at the expense of the City, a new 2023 Bond or 2023 Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 2023 Bond or 2023 Bonds.

Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the 2023 Bonds so called for redemption are deposited in the Bond Fund, such 2023 Bonds so called will cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such notice.

Transfer or Exchange of Bonds
So long as the 2023 Bonds are registered in the name of Cede & Co., as nominee of DTC, transfers and exchanges of 2023 Bonds will be made in accordance with DTC procedures. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” Any 2023 Bond may, in accordance with its terms, be transferred or exchanged by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such 2023 Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form approved by the Fiscal Agent. Whenever any 2023 Bond or 2023 Bonds are surrendered for transfer or exchange, the City will execute and the Fiscal Agent will authenticate and deliver a new 2023 Bond or 2023 Bonds, for a like aggregate principal amount of 2023 Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer or exchange will be paid by the City. The Fiscal Agent will collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfers or exchanges of 2023 Bonds will be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of 2023 Bonds for redemption or (ii) with respect to a 2023 Bond after such 2023 Bond has been selected for redemption.
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13 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS
Special Taxes
The Bonds are payable from and secured by the “Special Tax Revenues,” which means the proceeds of the Special Taxes received by the City, including all scheduled payments and delinquent payments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes, net of the Priority Administrative Expense and administration charge of the County, and not including any interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure. “Special Taxes” refers to “Special Tax A” levied for facilities in Improvement Area A pursuant to the Special Tax Formula, and not the additional Special Tax B, which is levied for services within Improvement Area A.

All of the Special Tax Revenues and all moneys deposited in the Bond Fund and, until disbursed as provided herein, in the Improvement Fund and the Special Tax Fund are pledged to secure the repayment of the Bonds. In addition, moneys in a Reserve Fund are pledged to secure the repayment of the Bonds. The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the payment of the principal of, including any mandatory sinking fund payments, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all of the Bonds have been paid and retired or defeased in accordance with the Fiscal Agent Agreement.

A Special Tax applicable to each taxable parcel in Improvement Area A will be levied and collected according to the tax amount determined by the City Council through the application of the Special Tax Formula initially administered by Willdan Financial Services, Temecula, California (the “CFD Administrator,” as defined in the Special Tax Formula) and set forth in APPENDIX A hereto for all taxable properties in Improvement Area A. Prior to remittance of the Special Tax collections to the City, the County deducts and retains a County administration fee, as noted above. Interest and principal on the Bonds is payable from the annual Special Tax Revenues to be paid to the City from Special Tax levies and collections on taxable property within Improvement Area A, from amounts held in certain funds and accounts established under the Fiscal Agent Agreement and from the proceeds, if any, from the sale of such property for delinquency of such Special Taxes.

The Special Taxes are exempt from the property tax limitation of Article XIIIA of the California Constitution, pursuant to Section 4 thereof as a “special tax” authorized by a two-thirds vote of the qualified electors. The levy of the Special Taxes was authorized by the City pursuant to the Act in an amount determined according to the Special Tax Formula approved by the City. See “– Special Tax Methodology” below and “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.”
The amount of Special Taxes that the City may levy in Improvement Area A in any year, and from which principal and interest on the Bonds is to be paid, is strictly limited by the maximum rates approved by the qualified electors within Improvement Area A, which is set forth in the Special Tax Formula. Under the Special Tax Formula, Special Taxes for the purpose of making payments on the Bonds will be levied annually in an amount not in excess of the maximum approved amount.

The Special Taxes and any interest earned on the Special Taxes constitute a trust fund for the principal of and interest on the Bonds pursuant to the Fiscal Agent Agreement and, so long as the principal of and interest on these obligations remains unpaid, the Special Taxes and investment earnings thereon will not be used for any other purpose, except as permitted by the Fiscal Agent Agreement, and will be held in trust for the benefit of the owners thereof and will be applied pursuant to the Fiscal Agent Agreement. The Special Tax Formula apportions the Special Tax Requirement 206
14 for Facilities (as defined in the Special Tax Formula and described below) among the taxable parcels of real property within Improvement Area A according to the rate and methodology set forth in the Special Tax Formula. See “– Special Tax Methodology” below. See also “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.”
The City may levy the Special Tax up to the amount of the “Maximum Special Tax A” set forth in the Special Tax Formula, if conditions so require. The City has covenanted to annually levy the Special Taxes in an amount at least sufficient to pay the “Special Tax Requirement for Facilities” (as defined below). Notwithstanding the aforementioned, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district (or improvement area therein, as applicable) by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. See “SPECIAL RISK FACTORS – Tax Delinquencies” herein. Because each Special Tax levy is limited to the Maximum Special Tax A and by the Act, as described, no assurance can be given that, in the event of delinquencies, the amount of the Special Tax A collected will be sufficient to pay debt service on the Bonds. The Special Taxes are collected for the City by the County in the same manner and at the same time as ad valorem property taxes.

Special Tax Methodology
The Special Tax Formula sets forth the rate and method of apportionment of the Special Taxes securing the Bonds. Both a “Special Tax A” and a “Special Tax B” are levied under the Special Tax Formula; however, only “Special Tax A” is pledged to the repayment of the Bonds. Capitalized Terms used but not defined in this section are defined in the Special Tax Formula. See APPENDIX A.

Land Use Classification. For each Fiscal Year, each Assessor’s Parcel within Improvement Area A shall be classified as Taxable Property or Exempt Property. In addition, all Taxable Property shall be assigned to one of three Zones based upon its geographic location and shall further be classified as Developed Property, Undeveloped Property or Provisional Property, and all such Taxable Property shall be subject to the levy of Special Taxes in accordance with the Special Tax Formula. Furthermore, each Assessor’s Parcel of Developed Property shall be classified as Residential Property, Apartment Property, or Non-Residential Property. Residential Property shall be classified according to its applicable Land Use Class based on its Building Square Footage.

As used in the Special Tax Formula, “Zone(s)” means Zone 1, 2, and 3 as identified in the Special Tax Formula. “Zone 1” is designated as residential property, “Zone 2” is designated as nonresidential property and “Zone 3” is designated as apartment property. All parcels subject to the Special Tax in Improvement Area A are in Zone 1.
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15 Special Tax Rates. Pursuant to the Special Tax Formula, each Fiscal Year, each Assessor’s Parcel of Developed Property within Improvement Area A shall be subject to an “Assigned Special Tax A” and an “Assigned Special Tax B.” The Assigned Special Tax A rate applicable to each Land Use Type of Developed Property for Fiscal Year 2024-25 is set forth in the following table:

Assigned Special Tax A Rates - Zone 1, 2, and 3
Fiscal Year 2024-25(1)
__________________
(1) Under the RMA the Special Tax for each Assessor’s Parcel classified as Taxable Property escalates by 2% of the Assigned Special Tax A amount calculated in the prior Fiscal Year.

Backup Special Tax A for Developed Property. When a Final Map or a condominium plan is recorded, the Backup Special Tax A for Assessor’s Parcels of Developed Property classified as Residential Property shall be determined as set forth in the Special Tax Formula. For each Assessor’s Parcel of Developed Property classified as Non-Residential Property or for each Assessor’s Parcel of Undeveloped Property to be classified as Non-Residential Property within the Final Map area, Backup Special Tax A for Fiscal Year 2024-25 shall be determined by multiplying $35,986.52 by the total Acreage of any such Assessor’s Parcel in Zone 1 and by multiplying $13,772.97 total Acreage of any such Assessor’s Parcel in Zone 2. A backup tax is not applicable to land in Zone 3, which was originally planned for apartments, a non-taxable land use. Notwithstanding the foregoing, if Assessor’s Parcels of Residential Property, Non-Residential Property or Undeveloped Property for which the Backup Special Tax A has been determined are subsequently changed or modified by recordation of a new or amended Final Map, then Backup Special Tax A within Zone 1 and Zone 2 applicable to such Assessor’s Parcels shall be recalculated to equal the total amount of Backup Special Tax A that would have been generated if such change did not take place.

On each July 1, the Backup Special Tax A applicable to each Assessor’s Parcel of Taxable Property is increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year.

Maximum Special Tax for Developed Property. The Maximum Special Tax A for each Assessor’s Parcel classified as Developed Property shall be the amount determined by the greater of (i) the application of the Assigned Special Tax A or (ii) the application of the Backup Special Tax A, if applicable.

Maximum Special Tax for Provisional Property and Undeveloped Property. The Maximum Special Tax A for any Assessor’s Parcel of Provisional Property and Undeveloped Property commencing in Fiscal Year 2024-25 shall be $35,987 per Acre for Zone 1, $13,773 per Acre for Zone 2, and $0 per Acre for Zone 3 as set forth in the Special Tax Formula. On each July Land
Use
Class Land Use Type
Building Square
Footage Assigned Special Tax A
1 Residential Property <1,750 $2,505.71 per Residential Unit 2 Residential Property 1,750 - 1,950 2,900.99 per Residential Unit 3 Residential Property 1,951 - 2,150 3,074.42 per Residential Unit 4 Residential Property 2,151 - 2,350 3,268.12 per Residential Unit 5 Residential Property 2,351 - 2,550 3,773.77 per Residential Unit 6 Residential Property 2,551 - 2,750 3,942.69 per Residential Unit 7 Residential Property 2,751 - 2,950 4,250.14 per Residential Unit 8 Residential Property 2,951 - 3,150 4,462.98 per Residential Unit 9 Residential Property >3,150 4,675.83 per Residential Unit 10 Apartment Property NA 13,084.88 per Acre
11 Non-Residential Property NA 13,084.88 per Acre
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16 1, commencing July 1, 2019, the Maximum Special Tax A for Provisional Property and Undeveloped Property shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year.

Multiple Land Use Classes. In some instances, an Assessor’s Parcel of Developed Property may contain more than one Land Use Class. The Maximum Special Tax that may be levied on an Assessor’s Parcel shall only be levied on the Residential Property Land Use Class located on that Assessor’s Parcel. This would only apply to an Assessor’s Parcel with both apartments and commercial uses, because each for-sale residential unit would be a separate Assessor’s Parcel.

Determination of Special Tax Requirement for Facilities. Each year, the City will determine the Special Tax Requirement for Facilities for the upcoming Fiscal Year. The “Special Tax Requirement for Facilities” means that amount required in any Fiscal Year for Improvement Area A to: (i) pay regularly scheduled Debt Service on all Outstanding Bonds; (ii) pay periodic costs on the Outstanding Bonds, including but not limited to, credit enhancement and rebate payments on the Outstanding Bonds; (iii) pay Administrative Expenses associated with Special Tax A; (iv) pay any amounts required to establish or replenish any reserve funds for all Outstanding Bonds; (v) accumulate funds to pay directly for acquisition or construction of facilities provided inclusion of such amount does not cause an increase in the Special Tax A to be levied on Undeveloped Property; and (vi) pay for reasonably anticipated delinquent Special Tax A amounts as determined by the CFD Administrator; less (vii) a credit for funds available to reduce the Annual Special Tax A levy, as determined by the CFD Administrator pursuant to the Indenture.

Method of Apportionment. For each Fiscal Year, commencing Fiscal Year 2019-20, the CFD Administrator shall levy the Special Tax A on all Taxable Property in accordance with the following steps:

Step 1: The Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Developed Property at up to 100% of the applicable Assigned Special Tax A to satisfy the Special Tax Requirement for Facilities;
Step 2: If additional monies are needed to satisfy the Special Tax Requirement for Facilities after Step 1 has been completed, the Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Undeveloped Property up to 100% of the Maximum Special Tax A for Undeveloped Property;
Step 3: If additional monies are needed to satisfy the Special Tax Requirement for Facilities after the first two steps have been completed, then the Special Tax A amount determined in Step 1 shall be increased Proportionately on each Assessor’s Parcel of Developed Property up to 100% of the Maximum Special Tax A for Developed Property.

Step 4: If additional monies are needed to satisfy the Special Tax Requirement for Facilities after the first three steps have been completed, then the Special Tax A shall be levied Proportionately on each Assessor’s Parcel of Provisional Property up to 100% of the Maximum Special A Tax for Provisional Property.

Notwithstanding the above, under no circumstances will the Special Tax A levied in any Fiscal Year against any Assessor’s Parcel of Residential Property for which an occupancy permit for private residential use has been issued be increased as a result of a delinquency or default in the payment of the Special Tax applicable to any other Assessor’s Parcel within Improvement Area A by more than ten percent (10%) above what would have been levied in the absence of such delinquencies or defaults.
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17 Prepayment of the Special Tax. The Special Tax Formula provides that landowners may prepay some or all of the Special Tax by a cash settlement with the City. The amount of the prepayment required is to be calculated according to a formula described in Section 8 of the Special Tax Formula set forth in APPENDIX A. No Special Tax prepayment is allowed unless the aggregate amount of Maximum Special Tax A less the Administrative Expense Requirement that may be levied on Taxable Property, respectively, after the proposed prepayment is at least 1.1 times the Debt Service on all Outstanding Bonds in each Fiscal Year
Term of Special Tax. Special Tax A shall be levied as long as necessary to meet the Special Tax Requirement for Facilities for a period not to exceed 40 Fiscal Years commencing with Fiscal Year 2019-20.

The foregoing summary of the Special Tax Formula is qualified in its entirety by reference to the complete text of the Special Tax Formula, which is attached to this Official Statement as APPENDIX A.

Levy of Annual Special Tax; Maximum Special Tax
The annual Special Tax will be calculated by the City and levied to provide money for debt service on the Bonds, replenishment of the Reserve Fund, certain delinquencies, administration of Improvement Area A, and for payment of pay-as-you-go expenditures (to the extent permitted by the City) of the authorized District-funded facilities not funded from Bond proceeds. In no event may the City levy a Special Tax in any year above the maximum identified for each parcel in the Special Tax Formula.

The City covenants in the Fiscal Agent Agreement to fix and levy the amount of Special Taxes within Improvement Area A required for the payment of principal of and interest on any outstanding Bonds of Improvement Area A becoming due and payable during the ensuing year, including any necessary replenishment or expenditure of the Reserve Fund for the Bonds and an amount estimated to be sufficient to pay the Administrative Expenses during such year, all in accordance with the Special Tax Formula. The Special Tax is authorized to be levied in an amount not to exceed the maximum special tax levy as described in the Special Tax Formula notwithstanding that a lower amount is sufficient to pay debt service on the Bonds. The Special Tax Formula provides a mechanism whereby the City may utilize the pay-as-you-go component to pay for and/or reimburse developers for a portion of the cost of Improvements not funded by proceeds of the bonds issued for Improvement Area A, and the City anticipates using such mechanism.

Special Tax Fund
When received, the Special Tax Revenues are required under the Fiscal Agent Agreement to be deposited into a Special Tax Fund to be held by the City in trust for the benefit of the City and the Owners of the Bonds. Within the Special Tax Fund, the City has established and will maintain the Surplus Account, to the credit of which the City will deposit surplus Special Tax Revenue, if any, as described below. Moneys in the Special Tax Fund will be disbursed as provided below and, pending any disbursement, will be subject to a lien in favor of the Owners of the Bonds.

All Special Tax Revenue will be deposited in the Special Tax Fund upon receipt. As soon as practicable after the receipt by the City of any Special Tax Revenues, other than as a result of Prepayments, the City shall transfer from the Special Tax Fund to the Fiscal Agent for deposit: (i) in the Bond Fund, an amount, taking into account any amounts then on deposit in the Bond Fund, such 210
18 that the amount in the Bond Fund equals the principal, premium, if any, and interest due on the Bonds during the then-current Bond Year; and (ii) in the Reserve Fund, an amount, taking into account amounts then on deposit in the Reserve Fund, so that the amount in the Reserve Fund equals the Reserve Requirement. At such time as deposits to the Special Tax Fund equal the principal, premium if any, and interest becoming due on the Bonds for the current Bond Year and the amount needed to restore the Reserve Fund balance to the Reserve Requirement, the amount in the Special Tax Fund in excess of such amount may, at the discretion of the City, be transferred to the Surplus Account, which will occur on or after September 2nd of each year. From time to time, the City may withdraw from the Surplus Account of the Special Tax Fund amounts needed to pay the City’s administrative expenses and County fees; provided that such transfers will not be in excess of the portion of the Special Tax Revenues collected by the City that represent levies for administrative expenses. Moneys in the Surplus Account may also be transferred, at the City’s discretion, to the Improvement Fund to pay for costs of the Improvements (including reimbursements to developers for the cost of Improvements not funded from proceeds of bonds issued for Improvement Area A) or authorized facility contributions, to pay the principal of, premium, if any, and interest on the Bonds or to replenish the Reserve Fund.

Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure The Special Tax will be collected in the same manner and the same time as ad valorem property taxes, except at the City’s option, the Special Taxes may be billed directly to property owners or collected at a different time to meet the City’s financial obligations. In the event of a delinquency in the payment of any installment of Special Taxes, the City is authorized by the Act to order institution of an action in superior court to foreclose the lien therefor.

The City has covenanted in the Fiscal Agent Agreement with and for the benefit of the Owners of the Bonds that it will annually on or before August 1 of each year review the public records of the County relating to the collection of the Special Tax in order to determine the amount of the Special Tax collected in the prior Fiscal Year, and if the City determines on the basis of such review that the amount so collected is deficient by more than 5% of the total amount of the Special Tax levied in Improvement Area A in such Fiscal Year, it will within 30 days thereafter institute foreclosure proceedings as authorized by the Act in order to enforce the lien of the delinquent installment of the Special Tax against each separate lot or parcel of land in Improvement Area A for which such installment of the Special Tax is delinquent, and will diligently prosecute and pursue such foreclosure proceedings to judgment and sale; provided, that if the City determines on the basis of such review that (a) the amount so collected is deficient by less than 5% of the total amount of the Special Tax levied in Improvement Area A in such Fiscal Year, but that property owned by any single property owner in Improvement Area A is delinquent by more than $7,500 with respect to the Special Tax due and payable by such property owner in such Fiscal Year, or (b) property owned by any single property owner in Improvement Area A is delinquent cumulatively by more than $3,250 with respect to the current and past Special Tax due (irrespective of the total delinquencies in Improvement Area A), then the City will institute, prosecute and pursue such foreclosure proceedings in the time and manner described above against each such property owner.

Under the Act, foreclosure proceedings are instituted by the bringing of an action in the superior court of the county in which the parcel lies, naming the owner and other interested persons as defendants. The action is prosecuted in the same manner as other civil actions. In such action, the real property subject to the special taxes may be sold at a judicial foreclosure sale for a minimum price that will be sufficient to pay or reimburse the delinquent special taxes.

The owners of the 2023 Bonds benefit from the Reserve Fund established pursuant to the Fiscal Agent Agreement on a parity basis with the 2020 Bonds; however, if delinquencies in the 211
19 payment of the Special Taxes with respect to the Bonds are significant enough to completely deplete the Reserve Fund, there could be a default or a delay in payments of principal and interest to the owners of the Bonds pending prosecution of foreclosure proceedings and receipt by the City of the proceeds of foreclosure sales. Provided that it is not levying the Special Tax at the Maximum Annual Facilities Special Tax rates set forth in the Special Tax Formula, the City may adjust the Special Taxes levied on all property within Improvement Area A subject to the Special Tax to provide an amount required to pay debt service on the Bonds and to replenish the Reserve Fund. However, such adjustment is subject to the maximum special tax rates and to the limitation described under the caption “–Special Tax Methodology” above.

Under current law, a judgment debtor (property owner) has at least 120 days from the date of service of the notice of levy to redeem the property to be sold. If a judgment debtor fails to redeem and the property is sold, his or her only remedy is an action to set aside the sale, which must be brought within 90 days of the date of sale. If, as a result of such an action a foreclosure sale is set aside, the judgment is revived and the judgment creditor is entitled to interest on the revived judgment as if the sale had not been made (California Code of Civil Procedure Section 701.680).

Foreclosure by court action is subject to normal litigation delays, the nature and extent of which are largely dependent upon the nature of the defense, if any, put forth by the debtor and the condition of the calendar of the superior court of the county. Such foreclosure actions can be stayed by the superior court on generally accepted equitable grounds or as the result of the debtor’s filing for relief under the Federal bankruptcy laws. The Act provides that, upon foreclosure, the Special Tax lien will have the same lien priority as is provided for ad valorem taxes and special assessments.

See “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA A – Overlapping Liens and Priority of Lien.”
No assurances can be given that the real property subject to a judicial foreclosure sale will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax installment. The Act does not require the City to purchase or otherwise acquire any lot or parcel of property foreclosed upon if there is no other purchaser at such sale.

Section 53356.6 of the Act requires that property sold pursuant to foreclosure under the Act be sold for not less than the amount of judgment in the foreclosure action, plus post-judgment interest and authorized costs, unless the consent of the owners of 75% of the outstanding Bonds is obtained.

However, under Section 53356.5 of the Act, the City, as judgment creditor, is entitled to purchase any property sold at foreclosure using a “credit bid,” where the City could submit a bid crediting all or part of the amount required to satisfy the judgment for the delinquent amount of the Special Tax.

If the City becomes the purchaser under a credit bid, the City must pay the amount of its credit bid into the redemption fund established for the Bonds, but this payment may be made up to 24 months after the date of the foreclosure sale.

Parity Reserve Fund
In connection with the issuance of the 2020 Bonds, a Reserve Fund (the “Reserve Fund”) was established by the Fiscal Agent under the Fiscal Agent Agreement in the amount of the Reserve Requirement (defined herein). The initial Reserve Requirement was increased upon issuance of the 2022 Bonds and a portion of the proceeds of the 2023 Bonds will be used to increase the amount deposited in the Reserve Fund to the Reserve Requirement as calculated with respect to the aggregate amount of Bonds outstanding. If there are additional delinquencies after depletion of funds in the Reserve Fund, the City is not obligated to pay the Bonds, or supplement the Reserve Fund, except to the extent Special Tax Revenues are available for such purpose. 212
20 As used in the Fiscal Agent Agreement, “Reserve Requirement” means, with respect to the Bonds, the least of (i) 125% of the average Annual Debt Service with respect to the Bonds; (ii) Maximum Annual Debt Service with respect to the Bonds; and (iii) 10% of the original principal amount of the Bonds (or, if the applicable series of Bonds has more than a de minimis amount of original issue discount or premium, 10% of the issue price of such series of Bonds); provided, that— (a) the Reserve Requirement shall not increase except upon the date of issuance of Additional Bonds;
(b) in no event shall the City be obligated to deposit an amount in the Reserve Fund in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, if the amount of any such deposit is so limited, the Reserve Requirement shall be only the amount of such deposit as permitted by the Code; and
(c) the City may meet all or a portion of the Reserve Requirement by depositing a Qualified Reserve Fund Credit Instrument.

The City has the right to either meet the Reserve Requirement at the time of issuance of a series of Bonds or at any time thereafter to cause the Fiscal Agent to release cash from the Reserve Fund, in whole or in part, by tendering to the Fiscal Agent: (1) a Qualified Reserve Fund Credit Instrument, and (2) in the case of a release, an opinion of Bond Counsel stating that such release will not, of itself, cause the portion of the interest on the Bonds secured thereby to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Fiscal Agent in connection with a release of cash, the Fiscal Agent will transfer such funds to the City. Prior to the expiration of any Qualified Reserve Fund Credit Instrument, if applicable, the City is obligated either to replace such Qualified Reserve Fund Credit Instrument with a new Qualified Reserve Fund Credit Instrument, or to deposit or cause to be deposited with the Fiscal Agent an amount of funds such that the funds on deposit in the Reserve Fund together with all Qualified Reserve Fund Credit Instruments held by the Fiscal Agent is at least equal to the Reserve Requirement (which funds may come from a draw by the Fiscal Agent on the Qualified Reserve Fund Credit Instrument prior to its expiration).
“Qualified Reserve Fund Credit Instrument” means an irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the Fiscal Agent, provided that all of the following requirements are met: (a) the long-term credit rating of such bank or insurance company is rated in the top two categories (without regard to modifier) by S&P or Moody’s at the time of issuance; (b) such letter of credit or surety bond has a term of at least 12 months; (c) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement being met by such instrument or with respect to which funds are proposed to be released pursuant to the Fiscal Agent Agreement; and (d) the Fiscal Agent is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Bond Fund for the purpose of making payments required pursuant to the Fiscal Agent Agreement.

Whenever, on the Business Day prior to any Interest Payment Date, the amount in the Reserve Fund exceeds the Reserve Requirement for the Bonds, the Fiscal Agent shall provide written notice to the Finance Director of the amount of the excess. The Finance Director shall advise the Fiscal Agent in writing of the amount, if any, of any transfer required pursuant to the Fiscal Agent 213
21 Agreement, and otherwise direct the Fiscal Agent to transfer an amount equal to the excess to the Improvement Fund, if the Project has not been completed as of the date of such transfer, or if the Project has been completed, to the Bond Fund to be used for the payment of the principal of and interest on Outstanding Bonds in accordance with the Fiscal Agent Agreement.

Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, and make any other transfer required under the Fiscal Agent Agreement, the Fiscal Agent will transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date, to the payment and redemption of all of the Outstanding Bonds. If the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund will be transferred to the City, after payment of any amounts due the Fiscal Agent, to be used for any lawful purpose of the City.

Improvement Fund
Under the Fiscal Agent Agreement, there is established an Improvement Fund, which is to be held in trust by the Fiscal Agent and will be disbursed as provided in the Fiscal Agent Agreement for the payment or reimbursement of the costs of the construction and acquisition of the Improvements in accordance with the Acquisition Agreement (as described herein). Interest earnings from the investment of amounts in the Improvement Fund will be retained in the Improvement Fund to be used for the purposes of the Improvement Fund.

Upon completion of the Improvements and payment to the Developer or other entities that are due reimbursement for Improvements, the Fiscal Agent will transfer the amount, if any, remaining in the Improvement Fund to the Bond Fund for application to the payment of principal of and interest on the Bonds in accordance with the Fiscal Agent Agreement, and the Improvement Fund will be closed. See “THE IMPROVEMENTS.”
Additional Bonds
The 2023 Bonds represent the third series of bonds issued pursuant to the $40,000,000 authorization. Supplemental Agreement No. 2 to Fiscal Agent Agreement provides that no additional bonds are permitted under the Fiscal Agent Agreement, except that the City may in the future issue bonds secured on parity with the then outstanding Bonds for refunding purposes. Nothing in the Fiscal Agent Agreement prohibits issuance of bonds or other obligations secured on a subordinate basis to the Bonds.
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22 DEBT SERVICE SCHEDULES
The annual debt service on the 2023 Bonds, based on the interest rates and maturity schedule set forth on the inside cover of this Official Statement and assuming no early redemptions, is set forth below, along with the aggregate debt service of the Bonds.

City of Santa Paula
Harvest Community Facilities District No. 1
Improvement Area A
Special Tax Bonds Debt Service Schedule
Year
Ending
(Sept. 1)
2020 & 2022 Bonds
Principal and
Interest
2023 Bonds
Principal
2023 Bonds
Interest
2023 Bonds
Total
2020, 2022 &
2023 Bonds
Total
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
2053
Totals
____________
Source: Underwriter.
215
23 The estimated debt service coverage provided by the Assigned Special Tax A that is authorized to be levied in Improvement Area A is set forth below.

City of Santa Paula
Harvest Community Facilities District No. 1
Improvement Area A
Special Tax Bonds, Series 2023
Assigned Special Tax A and Bond Debt Service Coverage
Year(1)
Assigned
Special Tax
A From Lots
With
Building
Permits(2)
Series 2020 &
2022 Bonds
Debt Service
Series
2023
Bonds
Debt
Service*
Priority
Administrative
Expense
Total Debt
Service
Coverage*
2024 $1,823,149 $1,603,213 $0 $37,142 111.40%
2025 2,217,503 1,635,813 308,713 37,885 112.09
2026 2,261,853 1,666,813 308,713 38,643 112.54
2027 2,307,090 1,704,363 308,713 39,416 112.65
2028 2,353,232 1,734,613 308,713 40,204 113.20
2029 2,400,296 1,772,763 308,713 41,008 113.35
2030 2,448,302 1,808,363 308,713 41,828 113.67
2031 2,497,268 1,841,413 308,713 42,665 114.16
2032 2,547,214 1,876,913 318,713 43,518 114.03
2033 2,598,158 1,914,613 328,213 44,388 113.86
2034 2,650,121 1,954,263 332,213 45,276 113.92
2035 2,703,124 1,995,663 335,963 46,182 113.95
2036 2,757,186 2,035,638 344,463 47,105 113.86
2037 2,812,330 2,077,300 347,463 48,047 114.00
2038 2,868,576 2,115,400 360,213 49,008 113.89
2039 2,925,948 2,159,938 367,213 49,989 113.80
2040 2,984,467 2,200,500 373,538 50,988 113.96
2041 3,044,156 2,249,000 379,338 52,008 113.84
2042 3,105,039 2,291,400 389,613 53,048 113.84
2043 3,167,140 2,335,000 399,100 54,109 113.86
2044 3,230,483 2,384,600 402,800 55,191 113.92
2045 3,295,092 2,429,800 410,650 56,295 114.02
2046 3,360,994 2,480,600 417,675 57,421 113.98
2047 3,428,214 2,531,600 423,875 58,570 114.01
2048 3,496,778 2,582,600 434,250 59,741 113.93
2049 3,566,714 2,633,400 443,525 60,936 113.94
2050 3,638,048 2,683,800 456,700 62,155 113.86
2051 3,710,809 2,738,600 463,500 63,398 113.91
2052 3,785,025 2,792,400 474,200 64,666 113.89
2053 3,860,726 0 3,328,525 65,959 114.01
* Preliminary, subject to change.

Note: Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. (1) Special Taxes collected in each Fiscal Year are used to pay debt service on the Bonds for the corresponding Bond Year. Capitalized interest of $245,255* applied for Bond Year 2024.
(2) 2024 revenues correspond with actual FY 2023-24 special tax levy.

Source: Willdan Financial Services.
216
24 THE HARVEST AT LIMONEIRA DEVELOPMENT
The Developer has provided the following information with respect to the Limoneira Development. No assurance can be given that all information is complete. No assurance can be given that development of the property will be completed, or that it will be completed as projected in a timely manner. Since the ownership of the parcels is subject to change, the development plans outlined below may not be continued by the subsequent owner if the parcels are sold, although development by any subsequent owner will be subject to the Development Agreement described herein and the policies and requirements of the City. No assurance can be given that the plans or projections detailed below will actually occur.

The Bonds are secured only by parcels within Improvement Area A, which is a portion of the Limoneira Development.

Background
The Limoneira Development consists of approximately 498 gross acres, of which approximately 201 gross acres are within Improvement Area A, approximately 227 gross acres are within Improvement Area B, and the remainder, approximately 70 gross acres, are within Improvement Area C. Land subject to the Special Tax securing the Bonds is only within Improvement Area A.

Initial Approvals. The Limoneira Development constitutes nearly all of the 501-acre area commonly referred to as “East Area 1” in the City, exclusive of a 3-acre site known as “the Packinghouse.” On February 26, 2008, the City Council certified a Final Environmental Impact Report for the East Area 1in accordance with the California Environmental Quality Act. On March 3, 2008, the City approved the East Area 1 Specific Plan SP-3 (the “Specific Plan”). In addition, in March 2008, the Developer’s predecessor-in-interest and the City entered into a Pre-Annexation and Development Agreement for the East Area 1. Following a special election held in June 2008, the City Council adopted Resolution No. 6508 on July 7, 2008, finding that voters adopted Measure G, which amended certain provisions of the City’s General Plan. The various approvals permitted the Developer to develop a mixed-use community of up to 1,500 total residential units and an estimated 810,800 square feet of office, retail, light industrial and civic facilities.

In March 2014, the Developer filed an application with the City to amend the Specific Plan to change certain land uses, as described in more detail below. Before considering the proposed Specific Plan amendment, the City prepared and certified a Supplemental Environmental Impact Report in accordance with CEQA. On February 26, 2015, the City and the Developer entered into a First Amended and Restated Development Agreement (the “Development Agreement”) to amend and update the Pre-Annexation Agreement to incorporate changes to project approvals and changes in surrounding circumstances.

Development Agreement. The Development Agreement provides for the construction of up to 1,500 total residential units, an estimated 240,000 square feet of office, retail, light industrial and assisted living facilities, approximately 19 acres for educational and other civic facilities, and approximately 223 acres of undeveloped land, including open space and agricultural preserves, parks and greenways. The Development Agreement has a 25-year term, which is scheduled to expire in February 2040. For more information on the Development Agreement, see “– Required Public Improvements” below. The land in the Limoneira Development originally included two school sites, including Lot C, a designated elementary school site of approximately 10.54 acres in Improvement Area A. The Santa Paula Elementary School District has chosen not to acquire Lot C 217
25 and it has now been final mapped and entitled for 121 residential units. Improvement Area A also includes an approximately 17.72 acre area owned by Limoneira Company that was originally planned for commercial development but which is now expected to be developed as apartments, a use not subject to the Special Tax.

Proposed Land Uses
The Limoneira Development is planned for residential, commercial and park uses, as shown in the following table. Construction is ongoing in Improvement Area A; Improvement Area B and C are undeveloped.

Tract Lot/Parcel APN Acreage (1) Land Use
Improvement Area A
5854 1 107-0-230-035 6.32 Commercial - Uses TBD(3)
5854 2 107-0-230-045 7.58 Commercial - Uses TBD(3)
5854 3 107-0-230-065 2.79 Commercial - Uses TBD(3)
5854 A 107-0-230-055 1.03 Commercial - Uses TBD(3)
5854 6 107-0-230-155 6.38 Neighborhood Res - VTTM 5990 - 4 Condo Lots (68 Units) 5854 7 107-0-230-135 9.40 Neighborhood Res - VTTM 5991 - 4 Condo Lots (76 Units) 5854 8 107-0-230-185 2.71 Clubhouse and Recreation Center (The Farmhouse) 5854 12 107-0-230-125 11.74 Neighborhood Residential - VTTM 5989 - 78 SFD Lots 5854 B 107-0-230-205 1.81 Private Park
5854 C 107-0-230-195 10.54 Neighborhood Residential 121 Condo Units(2) 5854 C-1 107-0-230-215 7.92 Proposed High School Site (4) 5854 D portion 107-0-220-045 7.53 Private Park/Drainage Facilities 5854 D portion 107-0-230-095 21.43 Private Park/Drainage Facilities 5854 F 107-0-230-225 35.76 Public Park
5854 G-1 107-0-230-025 0.90 Private Park
5854 H 107-0-230-075 0.22 Private Park
5985 1-4 Subdivided 19.37 Neighborhood Residential - Up to 184 Condo Units 5986 1-3 Subdivided 6.13 Neighborhood Residential - 48 Condo Units 5987 1-61 Subdivided 8.37 Neighborhood Residential - 61 SFD Lots 5988 1-55 Subdivided 8.87 Neighborhood Residential - 55 SFD Lots 5992 1 Subdivided 1.88 Neighborhood Residential - 16 Condo Units Sub-total (IA A) 178.68
Improvement Area B
5854 9 107-0-220-055 50.88 Neighborhood Residential
5854 10 107-0-220-065 36.48 Neighborhood Residential
5854 E 107-0-220-035 138.14 Open Space
Sub-total (IA B) 225.50
Improvement Area C
5854 11 107-0-220-025 50.49 Neighborhood Residential
5854 G portion 107-0-220-015 10.31 Private Park
5854 G portion 107-0-230-015 8.68 Private Park
Sub-total (IA C) 69.48
Total(1) 473.66
(1) This total represents the net acreage in Improvement Area A and gross acreage in Improvement Areas B and C. (2) Lot C was originally proposed as an elementary school but is now entitled for 121 condominium units, bringing the originally planned 586 homes in Improvement Area A to a total of 707. (3) Limoneira Company has obtained approval for change to residential development as apartments, which is not subject to the Special Tax.
(4) Because the High School Site is not located within a tax zone, it is not currently subject to the Special Tax. 218
26 The Limoneira Development is divided into multiple development phases and three improvement areas within the District: Improvement Area A, Improvement Area B, and Improvement Area C, as shown in the table above. Lots sales and homebuilding is expected to proceed to Improvement Area B as Improvement Area A sells out, followed by Improvement Area C as Improvement Area B sells out. As of October 2023, the final 121 single family home lots in Improvement Area A have final map status and will be developed by Lennar Homes and Richmond American, as described under the caption “THE DISTRICT AND IMPROVEMENT AREA A” below.

Improvement Areas B and C have approved tentative maps for 554 single family home lots and 250 single family home lots respectively, with the Developer expecting initial final maps for Improvement Area B to be approved by the City in the third quarter of 2024 and lot sales to merchant builders to begin by the end of 2024. Only the property in Improvement Area A is subject to the Special Tax that secures payment on the Bonds.

The Developer’s sale and marketing plan for all Improvement Areas is to install backbone infrastructure improvements and sell lots to merchant builders as finished or partially finished lots.

Construction of in-tract improvements is the responsibility of the merchant builder. Infrastructure improvements to be constructed by the Developer for development in Phase 1 (Improvement Area A) of the Limoneira Development are complete.

Required Public Improvements
General. Various public improvements (sometimes referred to as “backbone infrastructure”) are required for the development of land in the Limoneira Development. Some of these improvements are shared among the three phases of the development, while others are required only for a single phase. These improvements are divided into the following categories: (1) parks and open space, (2) water system improvements, (3) traffic improvements, (4) storm drain/detention basin improvements, (5) education and civic facilities, (6) public safety facilities, (7) non-potable water improvements, and (8) wastewater treatment contribution amount. 219
27 The following table shows the estimated development costs (as of September 10, 2023) for the improvements required for the Limoneira Development, including Phase 1, as well as the estimated amount spent as of that date by the Developer.

ESTIMATED PROJECT COSTS
As of September 10, 2023
Improvements Budget Spent Unspent
Percent
Complete(1)
Demo/Clearing/Grading/SWPPP
Backbone Streets & Utilities
Street Landscaping
Hallock & Telegraph Intersection
3MG Water Tank
Municipal Well No. 6
Municipal Well No. 7
Sewer Lift Station/Offsite Sewer
Basin/Parallel Channel Improvements
Backbone Dry Utilities
Neighborhood Streets & Utilities
Parks
Rec Area
Railroad Improvements
Hallock & SR 126 Widening(2)
Santa Paula Creek Bridge
Santa Paula Sports Park - Phase 1
Soils Remediation
Totals
(1) Based on funds spent as of September 10, 2023 as a percentage of the budgeted cost. (2) Required prior to the 750th occupancy.

Completed Project Amenities
The Developer has completed the following amenities within the Limoneira Development:
• Harvest Park – 2-acre passive use park.
• McKevett Park – 5.5 acre passive use park with soccer fields and a restroom building. • The Farmhouse – 2.74-acre resort style recreation facility with an approximately 7,184 square foot clubhouse, including a fitness center, education center, business center, kitchen and multipurpose room; a junior olympic pool, wading pool and spa; a tot lot; bocce ball courts; dog park; community gardens; firepit; barbecues, and citrus orchards. • Haun Creek Neighborhood Park – 1.5 acre neighborhood park with a tot lot and basketball court.
• Haun Creek Linear Greenway – Trail along Haun Creek that connects to the trail system in future phases and will connect to the open space preserve with hiking and biking trails.
• Haun Creek Neighborhood Paseos – 4 greenways connecting the neighborhood to the trail system and community amenities, which are scheduled to be completed in phases as the neighborhoods develop.
• Santa Paula Creek Sports Park – 37-acre regional park that includes 20 acres of active sports use, including soccer fields, softball fields, basketball courts, tennis courts, and a fitness course, an open amphitheater, picnic areas with barbecues, restroom buildings and open space.
•
220
28 Acquisition Agreement
In connection with the formation of the District and the contemplated issuance of special tax bonds, the City and the Developer entered into a Funding, Construction and Acquisition Agreement, dated as of March 1, 2017 (the “Acquisition Agreement”). Pursuant to the Acquisition Agreement, the City will purchase certain public capital improvements and finance certain development impact fees for the construction of public capital improvements (together, the “Authorized Improvements”) from the Developer, but solely from the net proceeds of bonds issued for the District, certain investment earnings thereon and special taxes collected within each Improvement Area of the District that are available for Authorized Improvements.

When the Developer has completed an Authorized Improvement, it may submit a payment requisition to the City requesting payment of its cost incurred for such Authorized Improvement. The City will determine if the Authorized Improvement thereof has been completed to City standards and whether all required documentation, such as proper conveyance of title (where that is required), lien releases, title insurance, etc. has been submitted. If the City so determines, the City will review the payment requisition, and may request additional information to substantiate the requisition, and may disallow portions not properly substantiated. To the extent the payment requisition is approved by the City, the City will submit a disbursement request form to the Fiscal Agent, requesting the Fiscal Agent to make payment for the approved costs to the extent funds are available from the proceeds of special tax bonds and/or surplus special taxes.

The net proceeds of the Bonds, certain investment earnings thereon and the Special Tax are expected to be sufficient to fund a portion, but not all, of the Authorized Improvements. The Developer anticipates that bond proceeds from the property in future phases of the Project, revenues from land sales, and Developer’s equity will be used to fund some or all of the remaining portion of the Authorized Improvements.

The Special Tax Formula provides that the funding of Improvement costs can also be made from collections of the Special Tax available as the “pay-as-you-go” component of Special Taxes, also described herein as the Surplus Special Taxes. The Surplus Special Taxes will provide funding for a portion of the cost of the Authorized Improvements. As set forth in the Acquisition Agreement, the City agrees to levy the Special Taxes on Developed Property at the maximum authorized special tax rates and will not reduce the maximum authorized rates prior to payment of all approved Payment Requests and acceptance of all Public Facilities (as such terms are defined in the Acquisition Agreement).
221
29 THE DISTRICT AND IMPROVEMENT AREA A
Formation of the District
As described above, the City Council formed the District under the provisions of the Act and Resolution No. 7013 of the City Council adopted on November 21, 2016; and within the District, has designated three improvement areas, being Improvement Area A, Improvement Area B and Improvement Area C. Improvement Area A is eligible to finance certain public improvements required for the development of the Project, and has a bonded indebtedness limit of $40,000,000.

Location and Description of Improvement Area A and the Immediate Area The land in Improvement Area A is currently zoned East Area 1 Specific Plan (EA1SP) and includes land uses designated Hallock Center (HC); Neighborhood (N) and West Center Overlay (WCO). The residential development is located within the Haun Creek Neighborhood of the EA1SP and is currently entitled for 707 single-family residential units ranging from 6-pack cluster lots to traditional 4,500 square foot lots. Improvement Area A also includes parcels totaling 17.72 acres that were originally planned for commercial development but which has been rezoned for apartments, which is a land use not subject to the Special Tax.

Beginning in 2019, the initial 586 residential lots within Improvement Area A were sold to four merchant builders for home construction: Lennar Homes of California, LLC, a California limited liability company, as successor by conversion to Lennar Homes of California, Inc., a California corporation (“Lennar Homes”), K. Hovnanian Communities, Inc., a California corporation (“K.

Hovnanian”), Richmond American Homes of Maryland, Inc., a Maryland corporation (“Richmond American”), and KB HOME Greater Los Angeles Inc., a California corporation (“KB”) (collectively, the “Merchant Builders”). All of the 586 lots have been developed with single family homes now owned by individual homeowners.

An originally planned school site was not needed by the Santa Paula Elementary School District and was rezoned to become the subject of an approved final map for an additional 121 homes, bringing the originally planned 586 homes in Improvement Area A to the current total of 707.

Of those 121 additional home sites, which are now in semi-finished lot condition, 50 were sold in October 2023 to Lennar Homes as a continuation of its Lavender development in Improvement Area A and the remaining 71 were sold in October 2023 to Richmond American as continuation of its Willow development.

Zoning. The land in Improvement Area A is zoned residential and commercial uses per the East Area 1 Specific Plan SP-3.

Seismic Area. The District is located within Earthquake Zone 4, which is described as the highest risk zone in California. This zone designation covers most of the Ventura, Los Angeles and Orange county areas. The Developer reports that the District is not located within an Alquist-Priolo special study zone and there are no special seismic requirements specific to the Limoneira Develoment.
222
30 Flood Zone Status. The Federal Emergency Management Agency (“FEMA”) uses the most accurate flood hazard information available and applies rigorous standards in developing Flood Insurance Rate Maps (“FIRMs”). However, because of limitations of scale or topographic definition of the source maps used to prepare a FIRM, small areas may be inadvertently shown within a Special Flood Hazard Area (“SFHA”) even though the property is on natural ground and is at or above the elevation of the one-percent-annual-chance flood. This elevation is most commonly referred to as the Base Flood Elevation (“BFE”). Such cases are referred to as "inadvertent inclusions.” For other small areas, earthen fill may have been placed during construction, thereby elevating a small area within the SFHA to an elevation that is at or above the BFE. This construction may have taken place during the time the engineering study was being performed or subsequent to that study. Because of the limited extent of the elevated area and the limitations of the map scale, it may not have been possible for FEMA to show this area as being outside the SFHA and so these areas have been incorrectly included in the SFHA on the FIRM.

Recognizing that these situations do occur, FEMA established administrative procedures to change the designation for these properties on the FIRM. These processes are referred to as the Letter of Map Amendment (“LOMA”) process and the Letter of Map Revision-Based on Fill (“LOMRF”) process. Through these processes, an individual who owns, rents or leases property may submit certain mapping and survey information to FEMA and request that FEMA issue a document that officially removes a property and/or structure from the SFHA. In most cases, the applicant will need to hire a Licensed Land Surveyor or Registered Professional Engineer to prepare an Elevation Certificate for the property.

Of the 586 original lots under development in Improvement Area A, 413 units are not within FEMA flood zones, and 173 units are within either Flood Zone X (areas outside the 0.2-percentannual-chance floodplain) or Zone A (areas subject to inundation by the 1-percent-annualchance flood event). All of the 173 units were developed with slab elevations above the Flood Zones elevation and qualified for a LOMR-F issued by FEMA stating that they have been removed from the flood plain based on fill.

The 121 homes to be built in Lot C (the former school site) are approved for construction and occupancy, however flood insurance will be required until their LOMR-F status is converted to a LOMA, which is a process the Developer has underway and expects to occur by summer 2024, at which point flood insurance can be removed. Until then, flood insurance is required and the Developer expects that, consistent with prior phases of development in Improvement Area A, the home developer will assist the home buyers with the cost thereof.

Maps. The following pages contain a boundary map of Improvement Area A, an overview map of Improvement Area A and the remainder of the District, and an aerial overview map of the ongoing development within Improvement Area A as of September 2023. 223
31 [Reserved for boundary map]
224
32 [Reserved for Aerial Overview Map]
225
33 Improvement Area A Units Completed and Projected
The Developer currently projects construction of approximately 707 single family detached and condominium units by merchant builders in Improvement Area A, as shown in the following table. As of the September 10, 2023 valuation date in the Appraisal, 586 homes had been conveyed to individual homeowners.

Owner
Neighborhood
Name
Number of
Units(2)
Merchant Builders – Newly Acquired (1)
Lennar Homes Lavender 50
Richmond American Willow 71
Sub-Total 121
Merchant Builders – Sold Out Projects
Lennar Homes Vinelands 48
Lennar Homes Vinelands 16
Lennar Homes Orchard Heights 55
KB HOME Greater Los Angeles Inc. Wildflower 61
K. Hovnanian Sage 30
K. Hovnanian Sage 34
Richmond American Beechtree 78
Lennar Homes Vineland II 76
Lennar Homes Lavender 68
K. Hovnanian Sage II 60
Richmond American Willow 60
Sub-Total (Individually Owned) 586
Total 707
____________________ (1) These lots comprise the former school site rezoned for 121 condominiums purchase by Lennar Homes and Richmond American in October 2023.
(2) Excludes 17.72 acres projected to be developed as apartments, which is not subject to the Special Tax.

Source: The Developer.
226
34 Completed Neighborhoods
Initial lot sales to the Merchant Builders commenced in 2019. Neighborhood currently sold out comprise the 586 homes now owned by individuals are described as follows.

KB - Wildflower (Sold out). The Wildflower neighborhood was developed by KB into 61 single-family residential units across a single product line with two floor plans. The neighborhood opened for sales in June 2019, and sold out of all homes by October 2020.

Lennar Homes - Orchard Heights (Sold out). The Orchard Heights neighborhood was developed by Lennar Homes into 55 single-family residential units in a single product line with 3 floor plans. The neighborhood opened for sales in June 2019, and sold out of all homes by November 2020.

Lennar Homes - Vinelands (Sold out). Lennar Homes developed the Vinelands neighborhood into 64 single-family residential units across a single product line with 4 floor plans ranging in size from approximately 1,860-2,189 square feet. The neighborhood opened for sales in June 2019, and sold out in April 2021.

Lennar Homes – Lavender (Sold out). Lennar Homes developed the Lavender neighborhood into 68 single-family residential units across a single product line with 4 floor plans ranging in size from approximately 2,213 to 2,452 square feet. The neighborhood opened for sales in ________, and sold out in _______ 2022.

Lennar Homes – Vinelands Extension (Sold out). Lennar Homes developed an extension of the Vinelands neighborhood into 76 single-family residential units across the same a single product line and 4 floor plans as the original Vinelands neighborhood. The neighborhood opened for sales in March 2021, and sold out in late 2022.

K. Hovnanian - Sage (Sold out). K. Hovnanian developed the Sage neighborhood into 124 single-family residential units across a single product line with 3 floor plans ranging in size from approximately 1,671 to 1,870. The Sage neighborhood opened for sales in February 2020 and reached final build-out in early 2023.

Richmond American – Beechtree (Sold out). Richmond American developed the Beechtree neighborhood into 78 single-family residential units across a single product line with 3 floor plans ranging in size from approximately 1,932 to 1,954 square feet. The Beechtree neighborhood opened for sales in August 2020, and sold out by summer 2022.

Richmond American – Willow (Sold out). Richmond American developed the Willow neighborhood into 60 single-family residential units across a single product line with 4 floor plans ranging in size from approximately 1,651 to 1,970 square feet. The Willow neighborhood opened for sales in October 2021, and sold out by summer 2023.

Development of Final 121 Lots
The Developer is the master developer entity for the Limoneira Development, and is not a homebuilder. As of the September 10, 2023 date of the Appraisal, the Developer owned 121 lots in Improvement Area A, comprising Lot C of Final Map No. 5854, which was originally planned as an elementary school site and was no longer needed by the Santa Paula Elementary School District, resulting in rezoning and final map approval for 121 condominiums, bringing the originally planned 227
35 586 home sites in Improvement Area A to a current total of 707. Of these 121 additional home sites, in October 2023 the Developer sold 50 of the lots to Lennar Homes as a continuation of its Lavender project, and sold 71 of the lots to Richmond American as a continuation of its Willows project. The Developer does not currently own any parcels in Improvement Area A subject to the Special Tax.

Lennar Homes - Lavender. In October 2023 Lennar Homes purchased 50 semi-finished lots in Improvement Area A as a continuation of its Lavender neighborhood. [[Is the purhcase via a land bank—if so…AG Essential Housing CA 2, L.P., a Delaware limited partnership (“AGEH”), purchased the 50 lots Lennar Homes. On the same date, AGEH and Lennar Homes entered into an Option Agreement (the “Option Agreement”) regarding the 50 lots, whereby Lennar Homes has the option (but not the obligation) to purchase finished lots in the Lavender neighborhood from AGEH pursuant to a takedown schedule.

Richmond American – Willow. In October 2023 Richmond American purchased 71 finished lots in Improvement Area A as a continuation of its Willows neighborhood. The previous and now sold out phase of the Willow neighborhood opened for sales in October 2021 and comprised 60 single-family residential units across a single product line with 4 floor plans.

Merchant Builders Financing Plan
Lennar Homes Financing Plan. To date, Lennar Homes has financed its site development, and home construction costs related to its respective neighborhoods in Improvement Area A through internally generated funds and home sales revenues, and expects to continue doing so.

In connection with the purchase of property from the Developer, Lennar Homes and the Developer entered into a payment and participation agreement (“PAPA”) whereby the Developer participates in Lennar Homes’ builder profits. The PAPA is secured by a deed of trust on all of the property owned by Lennar Homes, which is released as homes are sold.

Although Lennar Homes expects to have sufficient funds available to complete its development activities in Improvement Area A, commensurate with the development timing described in this Official Statement, there can be no assurance, however, that amounts necessary to finance the remaining development and home construction costs will be available to Lennar Homes when needed. Any contributions by Lennar Homes or its affiliates to fund the costs of such development and home construction are entirely voluntary. If and to the extent that internal funding, including but not limited to home sales revenues, are inadequate to pay the costs to complete the planned development by Lennar Homes and other financing by Lennar Homes is not put into place, there could be a shortfall in the funds required to complete the proposed development by Lennar Homes in Improvement Area A and the remaining portions of the development may not be developed.

Richmond American Financing Plan. To date, Richmond American has financed its site development, and home construction costs related to its respective neighborhoods in Improvement Area A through internally generated funds (which may include home sales revenues). Richmond American intends to use internal sources (which may include home sales revenue) to fund the remaining home construction costs and carrying costs related to the development of its properties within Improvement Area A. However, home sales revenue from Richmond American’s projects in Improvement Area A are not segregated and set aside for completing its development within Improvement Area No. A.

For the final phase of the Willow neighborhood, Richmond American reports that it has funds available to be expended on on-site development costs, permit and impact fees, direct and indirect 228
36 home construction costs, and marketing and sales costs (exclusive of internal financing repayment, corporate overhead, and other carrying costs), to complete its 71-home expansion of the Willow neighborhood.

OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA A
Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within Improvement Area A. There is no assurance that the present property owners or any subsequent owners will have the ability to pay the Special Taxes or that, even if they have the ability, they will choose to pay the Special Taxes. An owner may elect to not pay the Special Taxes when due and cannot be legally compelled to do so. Neither the City nor any Bondowner will have the ability at any time to seek payment of the Special Tax directly from the owners of property within Improvement Area A, or the ability to control who becomes a subsequent owner of any property within Improvement Area A.

The City has not independently verified the information set forth in this section and assumes no responsibility for its accuracy or completeness. In addition, any Internet addresses included below are for reference only, and the information on those Internet sites is not a part of this Official Statement or incorporated by reference into this Official Statement.

The Bonds are secured only by the Special Taxes and moneys available under the Fiscal Agent Agreement. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” and “SPECIAL RISK FACTORS” herein.

Lennar Homes
Lennar Homes of California, LLC, referred to herein as Lennar Homes, is a California limited liability company and the successor by conversion to Lennar Homes of California, Inc., a California corporation. Lennar Homes is based in Irvine, California, and has been in the business of developing residential real estate communities in California since 1995.

Lennar Homes is wholly-owned by U.S. Home Corporation, a Delaware corporation (“U.S.

Home”). U.S. Home is wholly-owned by Lennar Corporation. Lennar Corporation, founded in 1954 and publicly traded under the symbol “LEN” since 1971, is one of the nation’s largest home builders, operating under a number of brand names, including Lennar Homes and U.S. Home. Lennar Homes primarily develops residential communities both within the Lennar family of builders and through consolidated and unconsolidated partnerships in which Lennar Homes maintains an interest.

Lennar Corporation is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements and other information with the SEC. Such filings, particularly the Annual Report on Form 10-K and its most recent Quarterly Report on Form 10-Q, may be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such files can also be accessed over the internet at the SEC’s website at www.sec.gov. This internet address is included for reference only and the information on the internet site is not a part of this Official Statement and is not incorporated by reference into this Official Statement. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on the internet site.

Copies of Lennar Corporation’s Annual Report and related financial statements, prepared in accordance with generally accepted accounting standards, are available from Lennar Corporation’s 229
37 website at www.lennar.com. This internet address is included for reference only and the information on the internet site is not a part of this Official Statement and is not incorporated by reference into this Official Statement. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on the internet site.

Richmond American
As previously defined herein, “Richmond American” is Richmond American Homes of Maryland, Inc., a Maryland corporation. Richmond American is a wholly-owned subsidiary of M.D.C.

Holdings, Inc., a Delaware corporation (“MDC”). MDC is a publicly traded company whose common stock is listed on the New York Stock Exchange under the symbol “MDC.” Richmond American and its predecessor entity have been building homes in California since 1986. Richmond American’s Southern California division based in Irvine, California, is responsible for the development of Richmond American’s projects in Improvement Area A.

MDC has two primary operations, homebuilding, and financial services. MDC’s homebuilding operations consist of wholly-owned subsidiary companies that build and sell homes under the name “Richmond American Homes.” MDC’s financial services operations include subsidiary companies that provide mortgage financing, place title insurance and homeowner insurance for Richmond American’s homebuyers, and provide general liability insurance for MDC subsidiaries and most of Richmond American’s subcontractors.

MDC is subject to the informational reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith is obligated to file reports, proxy statements, and other information, including financial statements, with the SEC. Such filings, including particularly MDC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on February 1, 2022, set forth, among other things, certain data relative to such consolidated results of operations and financial position of MDC and its subsidiaries as of such date. The SEC maintains an internet web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC, including MDC. The address of such internet web site is www.sec.gov. All documents subsequently filed by MDC pursuant to the requirements of the Exchange Act after the date of this Official Statement will be available for inspection in such manner as the SEC prescribes. Copies of MDC’s Annual Report and related financial statements, prepared in accordance with generally accepted accounting standards, are also available from MDC on MDC’s website at www.mdcholdings.com.

The foregoing internet websites and references to filings with the SEC are included for reference only, and the information on such websites and on file with the SEC are not a part of this Official Statement and are not incorporated by reference into this Official Statement. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on such websites. Neither Richmond American nor MDC is obligated to advance funds for construction or development or to pay ad valorem property taxes or the Special Taxes and investors should not rely on the information and financial statements contained on such websites in evaluating whether to buy, hold or sell the 2023 Bonds. The information contained on such websites may be incomplete or inaccurate and has not been reviewed by the City, the District or the Underwriter.
230
38 VALUE OF PROPERTY WITHIN IMPROVEMENT AREA A
The Appraisal
General. Integra Realty Resources, Sacramento, California (the “Appraiser”) prepared an appraisal report with a date of value of September 10, 2023 (the “Appraisal”). The Appraisal was prepared at the request of the City. The Appraisal is set forth in APPENDIX B hereto. The description herein of the Appraisal is intended for limited purposes only; the Appraisal should be read in its entirety.

The conclusions reached in the Appraisal are subject to certain assumptions and qualifications which are set forth in the Appraisal.

Property Appraised. The appraised properties consist of all of the taxable property in the boundary of Improvement Area A, including 540 homes owned by individual homeowners and valued based on their most recent County assessed valuation. As of the September 10, 2023 date of the Appraisal, the Developer owned 121 lots in Improvement Area A, comprising Lot C of Final Map No. 5854, however subsequent to the date of the Appraisal, the Developer sold 50 of the lots to Lennar Homes as a continuation of its Lavender project, and sold 71 of the lots to Richmond American as a continuation of its Willows project. The Developer does not currently own any parcels in Improvement Area A subject to the Special Tax.

In addition to the 556 homes owned by individual homeowners and valued based on their most recent County assessed valuation, an additional 30 lots were completed homes not yet reflected as such on the County roll, resulting in them being appraised based on a "not-less than" estimate of market value for each home equal to the value estimate of the smallest floor plan marketed within the respective development. For the 121 semi-finished lots sold by the Developer to Lennar and Richmond American in October 2023, the lots were valued based on Developer ownership.

As of the date of the Appraisal there were 691 County assessor parcels comprising 707 single family home lots in Improvement Area A- a single parcel in Improvement Area A contains 10 sold units and another single parcel in Improvement Area A contains 8 sold units. This is due to the County assessor’s office having not yet (as of the date of the Appraisal) assigned new APNs for the 18 lots with recent home construction. All 18 lots are presently owned by individual homeowners.

Improvement Area A also includes approximately 17.72 acres formerly planned for commercial development owned by the Limoneira Company; however, Limoneira Company obtained approved rezoning for apartments, which is a land use not subject to the Special Tax. No Special Tax Revenues have been assumed from the property and the property is not included within the property appraised.

Value Estimates. The Appraisal provides an estimated “not-less than” value of the appraised property as of the date of value (based on the hypothetical condition the improvements to be financed by the 2023 Bonds were in place as of the date of valuation). The valuation accounts for the impact of the lien of the Special Tax and represents the hypothetical market value (based on the hypothetical condition, defined below) of all the land in Improvement Area A. The property appraised excludes property in Improvement Area A designated for public and quasi-public purposes.

The aggregate value estimate for the appraised properties as of the September 10, 2023 date of value, using the methodologies described in the Appraisal and subject to the limiting conditions and special assumptions set forth in the Appraisal, and based on the ownership of the property as of that date is shown below. The Appraisal indicates that as a result of the analysis therein, it is the opinion of 231
39 the Appraiser that the aggregate, or cumulative, value, in accordance with the general and extraordinary assumptions, and limiting and hypothetical conditions, set forth in the attached document, as of September 10, 2023, are as follows:

Value by Ownership
No. of
Parcels Value Conclusion
Individual Homeowners – Assessed Value 540 $352,660,958 Individual Homeowners - Not Yet on Tax Roll(1) 30 20,380,000 Developer Lots - Appraised Value(2) 121 28,409,000
Total Aggregate (Cumulative) Value 691 $401,449,958
____________________________ (1) Represents 30 homes that were sold to individual homeowners but not yet on County tax roll as completed homes, valued based on smallest floorplan
(2) 121 final mapped lots owned by the Developer as of the date of the Appraisal; those lots were acquired by Lennar Homes (50 lots) and Richmond American (71 lots) in October 2023.

Hypothetical Condition. The value estimate is subject to a hypothetical condition, defined as that which is contrary to what exists but is supposed for the purposes of analysis. For purposes of the hypothetical condition, the Appraiser assumed that certain proceeds of the 2023 Bonds are available to reimburse for infrastructure improvements completed.

Assumptions and Limiting Conditions. In considering the estimate of value evidenced by the Appraisal, the Appraisal is based upon a number of standard and special assumptions which affect the estimates as to value, some of which include the following. See “APPENDIX B – THE APPRAISAL.” • The value estimates assume the completion of the public facilities to be financed by the 2023 Bonds. See “THE IMPROVEMENTS.”
• The Appraisal relies on infrastructure and development cost estimates from the Developer, as well as presumed Special Taxes and 2023 Bond proceeds expected to be available. Accordingly, the value estimate is connected to such estimates of infrastructure and development costs, Special Taxes and 2023 Bond proceeds; any changes to these variables may necessarily affect the estimated value. The estimates of market value account for the impact of the lien of the Special Taxes securing the 2023 Bonds. • The Appraiser has assumed that there is no hazardous material on or in the property that would cause a loss in value. Should future conditions and events reduce the level of permitted development or delay the completion of any projected development, the value of the undeveloped land would likely be reduced from that estimated by the Appraiser. See “APPENDIX B – THE APPRAISAL” hereto for a description of certain assumptions made by the Appraiser. Accordingly, because the Appraiser arrived at an estimate of current market value based upon certain assumptions which may or may not be fulfilled, no assurance can be given that should the parcels become delinquent due to unpaid Special Taxes, and be foreclosed upon and offered for sale for the amount of the delinquency, that any bid would be received for such property or, if a bid is received, that such bid would be sufficient to pay such delinquent Special Taxes.

Exposure Time. Exposure time is the length of time the subject property would have been exposed for sale in the market had it sold on the effective valuation date at the concluded market value.

Exposure time is always presumed to precede the effective date of the Appraisal. Based on the Appraiser’s review of recent sales transactions for similar properties and its analysis of supply and demand in the local land market, the Appraiser’s opinion was that the probable exposure time for the appraised property at the concluded market value stated previously is 12 months. 232
40 Marketing Time. Marketing time is an estimate of the amount of time it might take to sell a property at the concluded market value immediately following the effective date of value. As the Appraiser foresees no significant changes in market conditions in the near term, the Appraiser’s opinion was that a reasonable marketing period for the appraised property in bulk is likely to be the same as the exposure time. Accordingly, the Appraiser estimated the marketing period at 12 months.

No assurance can be given that a sale of the property in bulk by the Developer or the Merchant Builders could be achieved or attained over an extended period of time; real estate is cyclical in nature, and it is impossible to accurately forecast and project specific demand over a particular period. See “SPECIAL RISK FACTORS – Property Values and Property Development.” Limitations of Appraisal Valuation. Property values may not be evenly distributed throughout Improvement Area A; thus, certain parcels may have a greater value than others. This disparity is significant because in the event of nonpayment of the Special Tax, the only remedy is to foreclose against the delinquent parcel.

No assurance can be given that the foregoing valuation can or will be maintained during the period of time that the 2023 Bonds are outstanding in that the City has no control over the market value of the property within Improvement Area A or the amount of additional indebtedness that may be issued in the future by other public agencies, the payment of which, through the levy of a tax or an assessment, may be on a parity with the Special Taxes. See “–Overlapping Liens and Priority of Lien” below.

For a description of certain risks that might affect the assumptions made in the Appraisal, see “SPECIAL RISK FACTORS” herein.

Value to Special Tax Burden Ratios
In comparing the value of the real property within Improvement Area A and the principal amount of the Bonds, it should be noted that only the real property upon which there is a delinquent Special Tax can be foreclosed upon, and the real property within Improvement Area A cannot be foreclosed upon as a whole to pay delinquent Special Taxes of the owners of such parcels within Improvement Area A unless all of the property is subject to a delinquent Special Tax. In any event, individual parcels may be foreclosed upon separately to pay delinquent Special Taxes levied against such parcels.

Other public agencies whose boundaries overlap those of Improvement Area A could, without the consent of the City and in certain cases without the consent of the owners of the land within Improvement Area A, impose additional taxes or assessment liens on the land within Improvement Area A. Property owners can also voluntarily add Property Assessed Clean Energy (“PACE”) assessment liens on their property to finance energy efficiency improvements. The lien created on the land within Improvement Area A through the levy of such additional taxes or assessments may be on a parity with the lien of the Special Tax. In addition, construction loans may be obtained by the Merchant Builders or other merchant builder(s) purchasing lots from the Developer, or home loans may be obtained by ultimate homeowners. The deeds of trust securing such debt on property within Improvement Area A, however, will be subordinate to the lien of the Special Tax. 233
41 Appraised Value to Lien Ratios by Development Status. The following table sets forth appraised value, the estimated Fiscal Year 2024-25 Special Tax, allocable amount of 2020 Bonds, 2022 Bonds and 2023 Bonds, and average value to lien ratios by land use classification as set forth in the Special Tax Formula, based on the status of development in Improvement Area A as of September 10, 2023 (the Appraiser’s date of value), and on assumptions detailed therein.

Table 1
City of Santa Paula
Harvest Community Facilities District No. 1
Improvement Area A
Value to Lien Ratios – By Development Status as of September 10, 2023 Status(1) (2)
Buildout
Units
Assessed/
Appraised
Property
Value(3)
Projected FY
2024-25
Special Tax A
Levy(4)
Percentage of
Estimated FY
2024-25
Special Tax A
Levy(5)
2020, 2022 and
2023 Bonds
Principal(5)*
Valueto-Lien
Ratio*
Developed Residential 586 $373,040,958 $1,841,169 83.03% $32,958,329 11.32:1 Undeveloped Residential 121 28,409,000 376,334 16.97 6,736,671 4.22:1 Totals 707 $401,449,958 $2,217,503 100.00% $39,695,000 10.11:1 ____________________________
* Preliminary, subject to change.
(1) Per the Special Tax Formula, development status applies to parcels with a building permit issued as of May 1, 2024. There were 586 building permits issued as of September 10, 2023.
(2) Special Tax A for Undeveloped Property based on expected square footage and Developed Special Tax A Rate. Property originally planned for non-residential development has been excluded because it is now projected to be developed to a non-taxable land use. (3) Based on the date of value of September 10, 2023 in the Appraisal, and allocated to lots by Willdan. (4) Represents Special Tax A to be levied on parcels for FY 2024-25, assuming all permits are issued prior to May 1, 2024. (5) Allocated based on the estimated FY 2024-25 levy.

Source: Willdan Financial Services.
234
42 Value to Lien Ratios by Category. The following table sets forth the appraised values, the estimated Fiscal Year 2024-25 Special Tax levy, allocable amount of 2020 Bonds, 2022 Bonds and 2023 Bonds, and corresponding value-to-lien ratios by ranges based on building permits issued as of September 10, 2023 (the Appraiser’s date of value).

Table 2
City of Santa Paula
Harvest Community Facilities District No. 1
Improvement Area A
Value-to-Lien Stratification Based Upon Development Status as of September 10, 2023 Value-to-Lien
Category
Taxable
Parcels
Assessed/
Appraised
Property
Value(1)
Estimated
FY 2024-25
Special Tax
A Levy(2)
Percentage of
FY 2024-25
Special Tax A
Levy(3)
2020, 2022
and 2023 Bonds
Principal(3)*
Value-toLien Ratio*
Less than 3.00:1 0 $0 $0 0.00% $0 NA

3.00:1 to 4.99:1 109 25,637,512 348,984 15.74 6,247,085 4.10:1 5:00:1 to 8.99:1 70 33,450,802 241,480 10.89 4,322,671 7.74:1

9.00:1 to 10.99:1 190 117,997,913 657,135 29.63 11,763,219 10.03:1 Greater than 11.00:1 338 224,363,731 969,904 43.74 17,362,025 12.92:1 Totals 707 $401,449,958 $2,217,503 100.00% $39,695,000 10.11:1 ____________________________ * Preliminary, subject to change. (1) Based on Appraisal with a date of value of Dec. 3, 2021. Assessed Value used for parcels that have closed to homeowners as of Sept. 10, 2023 (2) Represents estimated Maximum Special Tax A that could be levied on parcels for FY 2024-25. (3) Allocated based on the estimated FY 2024-25 levy.

Source: Willdan Financial Services.
235
43 Value to Lien Ratios by Owner. The following table sets forth the appraised values, estimated Fiscal Year 2024-25 Special Tax levy, allocable amount of 2020 Bonds, 2022 Bonds and 2023 Bonds, and corresponding value-to-lien ratios by ownership entity.

Table 3
City of Santa Paula
Harvest Community Facilities District No. 1
Improvement Area A
Value to Lien Ratios by Owner
Owner(1)
Taxable
Parcels
Assessed/Appraised
Property Value(2)
Estimated
FY 2024-25 Special
Tax A Levy(3)
% of FY 2024-25
Special Tax A
Levy
2020, 2022
& 2023 Bonds
Principal(4)*
Value-to- Lien
Ratio*
Individuals 586 $373,040,958 $1,841,169 83.03% $32,958,329 11.32:1 Richmond American Homes 121 28,409,000 376,334 16.97 6,736,671 4.22:1 Totals 707 $401,449,958 $2,217,503 100.00% $39,695,000 10.11:1 ____________________________
* Preliminary, subject to change.
(1) Reflects ownership data as of September 10, 2023.
(2) Based on Appraisal with a date of value of September 10, 2023. Assessed Value used for parcels that have closed to homeowners as of January 1, 2021. (3) Represents estimated Maximum Special Tax A levied for Fiscal Year 2024-25. All units are expected to be developed by May 1, 2024. (4) Allocated based on the estimated FY 2024-25 levy.

Source: Willdan Financial Services.
236
44 Value to Lien Ratios by Production Type of Home. The following table sets forth the assessed/appraised values, estimated Fiscal Year 2024-25 Special Tax levy, allocable amount of 2020 Bonds, 2022 Bonds and 2023 Bonds and corresponding value-to-lien ratios by project/neighborhood for the various Merchant Builders currently selling homes in Improvement Area A and the remaining land owned by the Developer and the Limoneira Company.

Table 4
City of Santa Paula
Harvest Community Facilities District No. 1
Improvement Area A
Value-to-Lien by Project/Owner
Use/Project/
Neighborhood Owner
Units at
Buildout(1)
Developed
Units(2)
Appraised
Property
Value(3)
Estimated FY
2024-25
Special Tax A
Levy(4)*
Percentage of
FY 2024-25
Special Tax A
Levy(5)*
2020, 2022
and 2023
Bonds
Principal(5) *
Value-to-Lien
Ratio*
Beechtree Individuals 78 78 $55,760,700 $230,787 10.41% $4,131,259 13.50:1 Willow Individuals 60 60 33,283,634 171,301 7.72 3,066,411 10.85:1 Developer 71 0 16,259,000 201,804 9.10 3,612,443 4.50:1 Wildflower Individuals 61 61 37,050,821 217,559 9.81 3,894,470 9.51:1 Lavender Individuals 68 68 45,728,079 244,481 11.03 4,376,395 10.45:1 Developer 50 0 12,150,000 174,530 7.87 3,124,228 3.89:1 Orchard Heights Individuals 55 55 38,847,958 232,268 10.47 4,157,769 9.34:1 Vinelands Individuals 140 140 86,318,336 418,254 18.86 7,487,076 11.53:1 Sage Individuals 124 124 76,051,430 326,520 14.72 5,844,950 13.01:1 Totals 707 586 $401,449,958 $2,217,503 100.00% $39,695,000 10.11:1 * Preliminary, subject to change.
(1) Number of Residential Units constructed or planned for construction. (2) Units with a building permit issued as of September 10, 2023. (3) Based on Appraisal with a date of value of September 10, 2023. Assessed Value used for parcels that have closed to homeowners as of January 1, 2023. (4) Represents estimated Maximum Special Tax A levied for Fiscal Year 2024-25. All units are assumed to be classified as Developed Property per the Special Tax Formula by May 1, 2024. (5) Allocated based on the FY 2024-25 Maximum Special Tax A.

Source: Willdan Financial Services.
237
45 Special Tax Collections and Delinquencies
The following table shows a history of special tax collections and delinquencies in Improvement Area A. Although the County has adopted the “Teeter Plan” with respect to ad valorem property taxes levied in the County, the “Teeter Plan” will not apply to the Special Taxes levied in the District and, accordingly, the City will receive only the actual collections of the Special Tax received by the County.

Table 5
City of Santa Paula
Harvest Community Facilities District No. 1
Improvement Area A
Special Tax Collections and Delinquencies(1)
Delinquencies at Fiscal Year End Delinquencies as of July 2023 Fiscal Year
Parcels
Levied
Amount
Levied
Parcels
Delinquent
Amount
Delinquent
Percent
Delinquent
Parcels
Delinquent
Amount
Delinquent
Percent
Delinquent
2019-20(1) 16 $83,232 0 $0 0.00% 0 $0 0.00%
2020-21 177 959,200 9 57,376 5.98 0 0 0.00
2021-22 333 1,074,989 22 8,494 0.79 1 2,831 0.26
2022-23 468 1,674,674 17 45,082 2.69 17 45,082 2.69
(1) No levy prior to FY 2019-20.

Source: Ventura County Tax Collector as compiled by Willdan Financial Services Overlapping Liens and Priority of Lien
The principal of and interest on the Bonds are payable from the Special Tax authorized to be collected within Improvement Area A, and payment of the Special Tax is secured by a lien on certain real property within Improvement Area A. Such lien is co-equal to and independent of the lien for general taxes and any other liens imposed under the Act, regardless of when they are imposed on the property in Improvement Area A. The imposition of additional special taxes, assessments and general property taxes will increase the amount of independent and co-equal liens which must be satisfied in foreclosure. The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within Improvement Area A.

Set forth below is an overlapping debt table showing the existing direct and overlapping bonded debt payable with respect to property within Improvement Area A. This table has been prepared by California Municipal Statistics Inc. as of the date indicated, and is included for general information purposes only. The City has not reviewed the data for completeness or accuracy and makes no representations in connection therewith. In addition to bonded debt, property in Improvement Area A is also subject to additional community facilities district charges for services, both within Improvement Area A and for Harvest Community Facilities District No. 2 established to pay certain services provided by the County.
238
46 Table 6
City of Santa Paula
Harvest Community Facilities District No. 1
Improvement Area A
Summary of Overlapping Debt
As of __________ 1, 20__
Appraised Value: $401,449,958
DIRECT AND OVERLAPPING ASSESSMENT DEBT: % Applicable Debt Ventura County Community College District 0.095% $244,602 Santa Paula Unified School District (former High School District bonds) 4.448% $1,112,393 Santa Paula Unified School District (former Elementary School District Bonds) 5.758% $906,671 Santa Paula Unified School District School Facilities Improvement District 5.758% $2,051,456 City of Santa Paula Community Facilities District No. 1, I.A. A 100.000% $39,695,000 TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $44,010,122 OVERLAPPING GENERAL FUND DEBT:

Ventura County General Fund Obligations 0.095% $289,272 Ventura County Superintendent of Schools Certificates of Participation 0.095% $7,456 TOTAL OVERLAPPING GENERAL FUND DEBT $296,728
COMBINED TOTAL DEBT $44,306,850
Ratios to Appraised Value:

Direct Debt ($39,695,000) 9.89%
Total Direct and Overlapping Tax and Assessment Debt 10.96% Combined Total Debt 11.04%
_______________ Note: Includes the 2023 Bonds, but excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and nonbonded capital lease obligations.

Source: California Municipal Statistics, Inc. as compiled by Willdan Financial Services.

There can be no assurance that the Developer, the Merchant Builders, homeowners or subsequent owners will not petition for the formation of other community facilities districts and improvement areas or for a special assessment district or districts and that parity special taxes or special assessments will not be levied by the County or other public agencies to finance additional public facilities; however, no other special districts are currently contemplated by the City, the Developer or the Merchant Builders.

Private liens, such as deeds of trust securing loans obtained by the Developer, the Merchant Builders or another merchant builder, may be placed upon property in Improvement Area A at any time. Under California law, the Special Taxes have priority over all existing and future private liens imposed on property subject to the lien of the Special Taxes. 239
47 Estimated Tax Burden on Single-Family Home
The following table sets forth the estimated tax burden for a home with 2,189 square feet in the Vineland residential development, which is one of the developments within Improvement Area A.

Table 7
City of Santa Paula
Harvest Community Facilities District No. 1
Improvement Area A
Estimated Sample Tax Bill for a Developed Property
Fiscal Year 2023-24
Project Vineland
Square Footage 2,189
Estimated Assessed Value $581,583
Homeowner's Exemption ($7,000)
Equals: Net Taxable Assessed Value $574,583
Fiscal Year 2023-24 Tax Distribution Tax Rate
Ad Valorem Taxes(1)
1% Tax on Net Value 1.000000% $5,745.83
Elementary School Bond Santa Paula 0.020700% $118.94
Santa Paula USD Bond 0.043000% $247.07
Ventura Community College Bond 0.014400% $82.74
Santa Paula High School Bond #2 0.028000% $160.88
United Water Conservation 0.043727% $251.25
Total Ad Valorem 1.149827% $6,606.71
Fixed Rate Levies
Zn2 Santa Paula NPDES $2.14
Zn2 Santa Paula WPD NPDES $3.58
Vector Control $3.78
Zn2 Flood Control Maintenance $14.64
BLNCHRD/Santa Paula LIB District $40.00
Harvest CFD 2 $269.80
Total Fixed Rate Levies $333.94
CFD No. 1 IA-A
Assigned Special Tax A(2) $3,313.24
Assigned Special Tax B(3) $109.00
Total Fixed Rate Levies $3,422.24
Total Property Tax Levies $10,362.89
Total Effective Tax Rate (as % of Gross Assessed Value) 1.78% (1) Estimated based on actual FY 2023-24 ad valorem rates. (2) The Assigned Special Tax Rate A escalates by 2% each July 1. (3) The Assigned Special Tax Rate B escalates by between 2% and 6% each July 1.

Source: Willdan Financial Services.
240
48 SPECIAL RISK FACTORS
The purchase of the 2023 Bonds described in this Official Statement involves a degree of risk that may not be appropriate for some investors. The following includes a discussion of some of the risks that should be considered before making an investment decision.

Limited Obligation of the City to Pay Debt Service
The City has no obligation to pay principal of and interest on the 2023 Bonds in the event Special Tax collections are delinquent, other than from amounts, if any, on deposit in the Reserve Fund or funds derived from the tax sale or foreclosure and sale of parcels on which levies of the Special Tax are delinquent, nor is the City obligated to advance funds to pay such debt service on the 2023 Bonds. The 2023 Bonds are not general obligations of the City but are limited obligations of the City payable solely from the proceeds of the Special Tax and certain funds held under the Fiscal Agent Agreement, including amounts deposited in the Reserve Fund and investment income thereon, and the proceeds, if any, from the sale of property in the event of a foreclosure. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.” Any tax for the payment of the 2023 Bonds will be limited to the Special Tax to be collected within Improvement Area A.

Appraised Values
The Appraisal summarized in APPENDIX B estimates the market value of the taxable property within Improvement Area A. This market value is merely the present opinion of the Appraiser, and is subject to the assumptions and limiting conditions stated in the Appraisal. The City has not sought the present opinion of any other appraiser of the value of the taxed parcels. A different present opinion of value might be rendered by a different appraiser.

The opinion of value relates to sale by a willing seller to a willing buyer as of the date of valuation, each having similar information and neither being forced by other circumstances to sell or to buy. Consequently, the opinion is of limited use in predicting the selling price at a foreclosure sale, because the sale is forced and the buyer may not have the benefit of full information.

In considering the estimates of value evidenced by the Appraisal, it should be noted that the Appraisal is based upon a number of standard and special assumptions which affect the estimates as to value, in addition to hypothetical conditions, as set forth in the Appraisal (see APPENDIX B hereto). The improvements to be financed by the 2023 Bonds were not in place as of the date of inspection; thus, the value estimate is subject to a hypothetical condition (of such improvements being in place)
In addition, the opinion is a present opinion. It is based upon present facts and circumstances. Differing facts and circumstances may lead to differing opinions of value. The appraised market value is not evidence of future value because future facts and circumstances may differ significantly from the present.

No assurance can be given that any of the appraised property in Improvement Area A could be sold in a foreclosure for the estimated market value contained in the Appraisal. Such sale is the primary remedy available to Bondowners if that property should become delinquent in the payment of Special Taxes.
241
49 Property Values and Property Development
The value of Taxable Parcels within Improvement Area A is a critical factor in determining the investment quality of the 2023 Bonds. If a property owner defaults in the payment of the Special Tax, the City’s only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent Special Tax. Land development and land values could be adversely affected by economic and other factors beyond the City’s control, such as: a general economic downturn; adverse judgments in future litigation that could affect the scope, timing or viability of development; relocation of employers out of the area; stricter land use regulations; shortages of water, electricity, natural gas or other utilities; destruction of property caused by earthquake, flood or other natural disasters; environmental pollution or contamination.

The Appraisal information included as APPENDIX B sets forth certain assumptions of the Appraiser in estimating the market value of the property within Improvement Area A as of the date indicated. No assurance can be given that the property values are accurate if these assumptions are incorrect or that the values will not decline in the future if one or more events, such as natural disasters or adverse economic conditions, occur. See “Appraised Values” above.

Neither the City nor the Underwriter has evaluated development risks. Since these are largely business risks of the type that property owners customarily evaluate individually, and inasmuch as changes in land ownership may well mean changes in the evaluation with respect to any particular parcel, the City is issuing the 2023 Bonds without regard to any such evaluation. Thus, the issuance of the 2023 Bonds in no way implies that the City or the Underwriter has evaluated these risks or the reasonableness of these risks.

The following is a discussion of specific risk factors that could affect the timing or scope of property development in Improvement Area A or the value of property in Improvement Area A.

Land Development. Land values are influenced by the level of development in the area in many respects.

First, undeveloped or partially developed land is generally less valuable than developed land and provides less security to the owners of the 2023 Bonds should it be necessary for the City to foreclose on undeveloped or partially developed property due to the nonpayment of Special Taxes.

Second, failure to complete development on a timely basis could adversely affect the land values of those parcels that have been completed. Lower land values would result in less security for the payment of principal of and interest on the 2023 Bonds and lower proceeds from any foreclosure sale necessitated by delinquencies in the payment of the Special Tax. See “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA A – Value to Special Tax Burden Ratios.” No assurance can be given that the proposed development within Improvement Area A will be completed, and in assessing the investment quality of the 2023 Bonds, prospective purchasers should evaluate the risks of noncompletion.

Neither the Developer nor the Merchant Builders provides assurances to the City that the project will be developed or that sources of financing that will actually be available will be sufficient to complete the currently projected development. Neither the Developer nor the Merchant Builders has an obligation to the City or to owners of the 2023 Bonds to complete their respective project.

Risks of Real Estate Investment Generally. Continuing development of land within Improvement Area A may be adversely affected by changes in general or local economic conditions, 242
50 fluctuations in the real estate market, increased construction costs, development, financing and marketing capabilities of individual property owners, water or electricity shortages, and other similar factors. Development in Improvement Area A may also be affected by development in surrounding areas, which may compete with development in Improvement Area A. In addition, land development operations are subject to comprehensive federal, state and local regulations, including environmental, land use, zoning and building requirements. There can be no assurance that proposed land development operations within Improvement Area A will not be adversely affected by future government policies, including, but not limited to, governmental policies to restrict or control development, or future growth control initiatives. There can be no assurance that land development operations within Improvement Area A will not be adversely affected by these risks.

Natural Disasters. The value of the parcels in Improvement Area A in the future can be adversely affected by a variety of natural occurrences, particularly those that may affect infrastructure and other public improvements and private improvements on the parcels in Improvement Area A and the continued habitability and enjoyment of such private improvements.

For example, the areas in and surrounding Improvement Area A, like those in much of California, may be subject to earthquakes or other unpredictable seismic activity. The City is located within Earthquake Zone 4, which is described as the highest risk zone in California.

Other natural disasters could include, without limitation, landslides, floods, droughts, wildfires or tornadoes. One or more natural disasters could occur and could result in damage to improvements of varying seriousness. Although land in Improvement Area A is not in a high-risk area for landslides, floods, wildfires or tornadoes, natural disasters such as these are unpredictable and may occur anywhere throughout the State, with devastating consequences. The damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost, or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances there could be significant delinquencies in the payment of Special Taxes, and the value of the parcels may well depreciate.

Wildfires. In recent years portions of California have experienced outbreaks of wildfires that have burned thousands of acres at a time and destroyed thousands of homes and structures. The City borders to wildlands and wildfires in the area of the City have occurred, including most recently by the Maria fire in late October 2019 which burned approximately 10,000 acres in the vicinity of the City. Although the District is not within a forested or heavily vegetated area there can be no assurance that the structures within the District will not be impacted by wildfires in the future.

Drought. California has been subject to droughts from time-to-time. Although the Developer does not believe that the current or any future drought would impact development in Improvement Area A, no assurances can be given in this regard.

Legal Requirements. Other events that may affect the value of a parcel include changes in the law or application of the law. Such changes may include, without limitation, local growth control initiatives, local utility connection moratoriums and local application of statewide tax and governmental spending limitation measures. Development in Improvement Area A may also be adversely affected by the application of laws protecting endangered or threatened species.

Hazardous Substances. Any discovery of a hazardous substance detected on property within Improvement Area A would affect the marketability and the value of some or all of the property in Improvement Area A. In that event, the owners and operators of a parcel within Improvement Area A may be required by law to remedy conditions of the parcel relating to releases or threatened 243
51 releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as “CERCLA” or the “Superfund Act,” is the most well-known and widely applicable of these laws. California laws with regard to hazardous substances are also applicable to property within Improvement Area A and are as stringent as the federal laws. Under many of these laws, the owner (or operator) is obligated to remedy a hazardous substance condition of property whether or not the owner (or operator) has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the parcels be contaminated by a hazardous substance is to reduce the marketability and value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller.

The values set forth in the Appraisal do not take into account the possible reduction in marketability and value of any of the parcels within Improvement Area A by reason of the possible liability of the owner (or operator) for the remedy of a hazardous substance condition on a parcel.

Although the City is not aware that the owner (or operator) of any of the property within Improvement Area A has a current liability for a hazardous substance with respect to any of the parcels, it is possible that such liabilities do currently exist and that the City is not aware of them.

Further, it is possible that liabilities may arise in the future with respect to any of the parcels within Improvement Area A resulting from the existence, currently, on the parcel of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently, on the parcel of a substance not presently classified as hazardous but which may in the future be so classified.

Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the value of a parcel within Improvement Area A that is realizable upon a foreclosure sale.

Endangered and Threatened Species. It is illegal to harm or disturb any plants or animals in their habitat that have been listed as endangered species by the United States Fish & Wildlife Service under the Federal Endangered Species Act or by the California Fish & Game Commission under the California Endangered Species Act without a permit. Although the Developer and the Merchant Builders believe that no federally listed endangered or threatened species would be affected by their proposed development within Improvement Area A, other than any that are permitted by the entitlements already received (which allow for the impact of development and specify the mitigation required), the discovery of an endangered plant or animal could delay development of vacant property in Improvement Area A or reduce the value of undeveloped property.

Levy and Collection of Special Taxes
General. The principal source of payment of principal of and interest on the 2023 Bonds is the proceeds of the annual levy and collection of the Special Tax against property within Improvement Area A.

Limitation on Maximum Special Tax Rate. The annual levy of the Special Tax is subject to the maximum special tax rate authorized in the Special Tax Formula. The levy cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and collection of the Special Tax, together with other available funds, will not be sufficient to pay debt service on the 2023 Bonds.

In addition to the maximum special tax rate limitation in the Special Tax Formula, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy 244
52 permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the 2023 Bonds.

No Relationship Between Property Value and Special Tax Levy. Because the Special Tax Formula is not based on property value, the levy of the Special Tax will rarely, if ever, result in a uniform relationship between the value of particular parcels of Taxable Property and the amount of the levy of the Special Tax against those parcels. Thus, there will rarely, if ever, be a uniform relationship between the value of the parcels of Taxable Property and their proportionate share of debt service on the 2023 Bonds, and certainly not a direct relationship.

Factors that Could Lead to Special Tax Deficiencies. The following are some of the factors that might cause the levy of the Special Tax on any particular parcel of Taxable Property to vary from the Special Tax that might otherwise be expected:

Transfers to Governmental Entities. The number of parcels of Taxable Property could be reduced through the acquisition of Taxable Property by a governmental entity and failure of the government to pay the Special Tax based upon a claim of exemption or, in the case of the federal government or an agency thereof, immunity from taxation, thereby resulting in an increased tax burden on the remaining taxed parcels.

Property Tax Delinquencies. Failure of the owners of Taxable Property to pay property taxes (and, consequently, the Special Tax), or delays in the collection of or inability to collect the Special Tax by tax sale or foreclosure and sale of the delinquent parcels, could result in a deficiency in the collection of Special Tax revenues. See “– Tax Delinquencies” below.

Delays Following Special Tax Delinquencies and Foreclosure Sales. The Fiscal Agent Agreement provides that the Special Tax is to be collected in the same manner as ordinary ad valorem property taxes are collected and, except as provided in the special covenant for foreclosure described in “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure” and in the Act, is subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ordinary ad valorem property taxes. Under these procedures, if taxes are unpaid for a period of five years or more, the property is deeded to the State and then is subject to sale by the County.

If sales or foreclosures of property are necessary, there could be a delay in payments to owners of the 2023 Bonds pending such sales or the prosecution of foreclosure proceedings and receipt by the City of the proceeds of sale if the Reserve Fund is depleted. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure.”
The ability of the City to collect interest and penalties specified by State law and to foreclose against properties having delinquent Special Tax installments may be limited in certain respects with regard to properties in which the Federal Deposit Insurance Corporation (the “FDIC”) has or obtains an interest. The FDIC would obtain such an interest by taking over a financial institution that has made a loan that is secured by property within Improvement Area A. See “ – FDIC/Federal Government Interests in Properties” below.
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53 Other laws generally affecting creditors’ rights or relating to judicial foreclosure may affect the ability to enforce payment of Special Taxes or the timing of enforcement of Special Taxes. For example, the Soldiers and Sailors Civil Relief Act of 1940 affords protections such as a stay in enforcement of the foreclosure covenant, a six-month period after termination of military service to redeem property sold to enforce the collection of a tax or assessment and a limitation on the interest rate on the delinquent tax or assessment to persons in military service if the court concludes the ability to pay such taxes or assessments is materially affected by reason of such service.

FDIC/Federal Government Interests in Properties
General. The ability of the City to foreclose the lien of delinquent unpaid Special Tax installments may be limited with regard to properties in which the Federal Deposit Insurance Corporation (the “FDIC”), the Drug Enforcement Agency, the Internal Revenue Service, or other federal agency has or obtains an interest.

Federal courts have held that, based on the supremacy clause of the United States Constitution, in the absence of Congressional intent to the contrary, a state or local agency cannot foreclose to collect delinquent taxes or assessments if foreclosure would impair the federal government interest.

The supremacy clause of the United States Constitution reads as follows: “This Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and all Treaties made, or which shall be made, under the Authority of the United States, shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws of any State to the contrary notwithstanding.”
This means that, unless Congress has otherwise provided, if a federal governmental entity owns a parcel that is subject to Special Taxes within Improvement Area A but does not pay taxes and assessments levied on the parcel (including Special Taxes), the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments.

Moreover, unless Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the City wishes to foreclose on the parcel as a result of delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on parity with the Special Taxes and preserve the federal government’s mortgage interest. In Rust v. Johnson (9th Circuit; 1979) 597 F.2d 174, the United States Court of Appeal, Ninth Circuit held that the Federal National Mortgage Association (“FNMA”) is a federal instrumentality for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over a mortgage interest held by FNMA constitutes an exercise of state power over property of the United States.

Bankruptcy and Foreclosure Delays
The payment of the Special Tax and the ability of the City to foreclose the lien of a delinquent unpaid tax, as discussed in “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure,” may be limited by bankruptcy, insolvency or other laws generally affecting creditors’ rights or by the laws of the State of California relating to judicial foreclosure. The various legal opinions to be delivered concurrently with the delivery of the 2023 Bonds (including Bond Counsel’s approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency, 246
54 reorganization, moratorium and other similar laws affecting creditors’ rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases.

Although bankruptcy proceedings would not cause the Special Taxes to become extinguished, bankruptcy of a property owner could result in a delay in prosecuting superior court foreclosure proceedings and could result in the possibility of delinquent Special Tax installments not being paid in full. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the 2023 Bonds. To the extent that property in Improvement Area A continues to be owned by a limited number of property owners, the chances are increased that the Reserve Fund established for the 2023 Bonds could be fully depleted during any such delay in obtaining payment of delinquent Special Taxes. As a result, sufficient moneys would not be available in the Reserve Fund for transfer to the Bond Fund to make up shortfalls resulting from delinquent payments of the Special Tax and thereby to pay principal of and interest on the 2023 Bonds on a timely basis.

To the extent that bankruptcy or similar proceedings were to involve a large property owner, the chances would increase the likelihood that the Reserve Fund could be fully depleted during any resulting delay in receiving payment of delinquent Special Taxes. As a result, sufficient monies would not be available in the Reserve Fund for transfer to the Bond Fund to make up any shortfalls resulting from delinquent payments of the Special Tax and thereby to pay principal of and interest on the 2023 Bonds on a timely basis.

On July 30, 1992, the United States Court of Appeals for the Ninth Circuit issued its opinion in a bankruptcy case entitled In re Glasply Marine Industries. In that case, the court held that ad valorem property taxes levied by Snohomish County in the State of Washington after the date that the property owner filed a petition for bankruptcy were not entitled to priority over a secured creditor with a prior lien on that property. The court upheld the priority of unpaid ad valorem taxes imposed before the bankruptcy petition (the “pre-petition taxes”), but unpaid taxes imposed after the filing of the bankruptcy petition (“post-petition taxes”) were declared to be unsecured “administrative expenses” of the bankruptcy estate, and were therefore held to be payable from the bankruptcy estate only after payment of all secured creditors. As a result, the secured creditor of the property was able to foreclose on the property and retain all of the proceeds of the sale except for the amount of the pre-petition taxes.

Santa Paula City CouncilNovember 1, 2023

Santa Paula City Council
November 1, 2023