Santa Paula City Council
January 29, 2024

483
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
CountyofV€n+ u•ro.

On Uanunlcf 17, tOt% before me, have M. MCI\ CI oY%r No-tacc' P 1 \ IC JDate Here Insert Name and Title of the Officer
personally appeared 1" 1 A tf•b`A T- CS_W Q rd
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/ are subscribed to the within instrument and acknowledged to me that he/ she/ they executed the same in his/ her/ their authorized capacity(ies), and that by his/ her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

DAVEM. MAIAGON WITNESS my hand and official seal.
w r Notary Public- California
l VenturaCounty` n
vie,/ Commissions 2799521 IAI_ aCe•.

My Comm. Expires May 29, 2021 Signature
Signature of Not ry public
Place Notary Seal Above

OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: OYl/vs4f/ . HGMe•'0yMO.J4 jinSr/T ) DSU / aMt.t/ T Document Date: Ain' OG, ' ZD/ 9 Number of Pages: 9'
Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer' s Name: Signer' s Name:

Corporate Officer — Title(s): Corporate Officer — Title(s):

Partner — Limited General Partner — Limited General
Individual Attorney in Fact Individual Attorney in Fact Trustee Guardian or Conservator Trustee Guardian or Conservator Other: Other:

Signer Is Representing: Signer Is Representing:
2016 National Notary Association • www.NationalNotary.org • 1- 800- US NOTARY( 1- 800- 876- 6827) Item # 5907 484
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l

ACKNOWLEDGMENT
County of\- earth[V' c
OrS,OAck. tO' I n 11
before me,\,_ U c erea Y1 Clo r) IC
here' msErt name and Ilrieeof the officer)
personally appeared ,
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ci/OtQs?
who proved to me on the basis of satisfactory evidence to be the personb- whose nam are subscribed to the within instrument and acknowledged to me thaL.TiThishe/ they executed the same ih t ler/ their authorized capacity Ids), and that bry( his er/ their signature on the instrument the personts), or the entity upon behalf of which the person(S)'acted, executed the instrument.

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

LUCY BLANCO
f.' Notary Public- California
WIT z s i7Ventura County SS my. an • Officio s'• asjI Commissionw 2184643 My Comm. Expires Mar 25, 2021
J3lgnature -
fl Seal)

OPTIONAL FORMATION
Although the information in this section is not required by law, it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document.

Description pof Attached Document Additional Information The preceding Certificate of Acknowledgment is attached to a document Method of Signer Identification 3 titled/ for the purpose of Proved to me on the basis of satisfactory evidence:

LQ forints) of identification O credible witness(es)
Notarial event is detailed in notary journal on:
containing pages, and dated Page a Entry a
The signer(s) capacity or authority is/ are as: Notary contact:

Individual( s) Other
Attorney-in-Fact
additional Signer(s) Signer(s)Thumbprint( s)
Corporate Officer(s)
Tnle( s)
Guardian/ Conservator
j Partner- Limited/ General
Trustee( s)
Other:
representing:

Name( s) of Person( s) or Entity( ies) Signer is Representing o Copyright 2007- 2014 Notary Rotary, Inc. PO Box 41400. Des Moines, IA 50311- 0507. All Rights Reserved. Item Number 101772. Please contact your Authorized Reseller to purchase copies of this form. 485
bite an o,
City Clerk
APPROVED AS TO FORM:
14e
John Cotti, City Attorney

486

EXHIBIT G
Operating Memorandum No. 5
487
NO FEE GOVT CODE 27383

RECORDING REQUESTED BY IIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIIII AND WHEN RECORDED MAIL TO: 20180515- 00055766- 0 1/ 6
CITY CLERK Ventura County Clerk and Recorder

CITY OF SANTA PAULA
MARK
15/R2018 01: 27. 15 PM
970 Ventura Street 1338251 $. 00 Co
Santa Paula, CA 93061
OPERATING MEMORANDUM NO. 5 AMENDED AND RESTATED DEVELOPMENT AGREEMENT TO RECORDED AGREEMENT NO. 201450427- 00062760- 01/ 101 This Operating Memorandum No. 5 ( the " Operating Memorandum") is made as of May 7, 2018 by and between LIMONEIRA LEWIS COMMUNITY BUILDERS, LLC, a Delaware limited liability company (" Developer") and the City of Santa Paula, a municipal corporation ( the City").

RECITALS
A. On or about February 26, 2015, the City and Limoneira Company entered into an Amended and Restated Development Agreement (" Development Agreement") for developing the area commonly known as " East Area 1"; B. On or about September 21, 2015, Limoneira Lewis Community Builders, LLC (" Limoneira Lewis") became the successor in interest to the rights and obligations of Limoneira Company pertaining to the Development Agreement.

C. Section 10. 1. 1 of the Development Agreement allows the Parties to enter into operating memoranda in order to detail the performance of provisions covered in general under the Development Agreement;
D. Section 3. 5. 2 of the Development Agreement requires Limoneira Lewis to pay the City five million dollars in lieu of dedicating land and constructing a civic facility in the East Area 1 project area.

E. Section 3. 6 of the Development Agreement requires Limoneira Lewis to dedicate a 1. 5- acre site on which it must construct a public safety facility to house a fire station in an amount not to exceed four million dollars.

F. Through this Operating Memorandum, the Parties desire to clarify Sections

3. 5. 2 and 3. 6 of the Development Agreement.

THEREFORE, the parties agree as follows:

1. Civic Facility Fee. Section 3. 5. 2 of the Development Agreement states:

In lieu of dedicating land and constructing a Civic facility with the Project, Developer will pay the City an in lieu fee of Five Million Dollars ($ 5, 000, 000), payable as follows: Two

488
Million Five Hundred Thousand ($ 2, 500; 000) before the City issues the 500th Certificate of Occupancy; and Two Million Five Hundred Thousand ($ 2, 500,000) before the City issues the 1000th Certificate of Occupancy.

The City is in the process of designing the Santa Paula Sports Park in which the City intends to construct several public facilities, including City offices and storage, a public pool and aquatic center, amphitheater and other civic facilities. The City does not intend to construct any other civic facilities within the East Area I Project area.

This Operating Memorandum No. 5 clarifies and confirms that the Civic facility fee can be used to construct Civic facilities within the Santa Paula Sports Park.

2. Public Safety Facility. Pursuant to Section 3. 6 of the Development Agreement, Limoneira Lewis must dedicate a 1. 5- acre site ( the " Dedication Property") and thereafter construct a public safety facility to house a fire station. Section 3. 6 states further that the construction, equipping and operating of the fire station cannot cost more than four million dollars (" Public Safety Fee").

On January 17, 2018; the Ventura County Local Agency Formation Commission approved the annexation of the Santa Paula Fire Department to the Ventura County Fire Protection District VCFPD"). As part of the annexation, the City and VCPFD entered into a Memorandum of Agreement governing the provision of fire protection services with the City. Section 3 of the Memorandum of Agreement requires the VCFPD to commence construction of two new fire stations to service the City. Pursuant to Section 5( b) and ( c) of the Memorandum of Agreement, the City must within 180 days of the commencement of fire protection services by the VCFPD; transfer the Dedication Property and the Public Safety Fee to the VCFPD.

This Operating Memorandum No. 5 clarifies and confirms that; in light of the annexation of fire protection services to VCFPD; Limoneira Lewis shall within 90 days of execution of this Operating Memorandum No. 5 satisfy Section 3. 6 of the Development Agreement by ( 1) transferring title to the Dedication Property to the City by grant deed; and ( 2) paying Four Million Dollars ($4,000; 000) to the City.

Limoneira Lewis consents to the transfer of the Dedication Property and Public Safety Fee to the VCFPD.

3. No Further Clarification. Except as expressly clarified by this Operating Memorandum, all of the terms and conditions of the Development Agreement remain unchanged and in full force and effect.

4. Miscellaneous. Terms and conditions of this Operating Memorandum may not be waived, amended or modified except in a writing executed by the Parties. This Operating Memorandum may be executed in multiple counterparts, each of which are deemed an original and all of which constitute one and the same Operating Memorandum.

489

5. Recordation. The parties will record this Operating Memorandum in the Office of the Ventura County Recorder in the manner set forth in Government Code Section 65868. 5.

CITY: DEVELOPER:

CITY OF SANTA PAULA, LIMONEIRA LEWIS COMMUNITY BUILDERS, LLC
By: LIMONEIRA [ Al LAND, LLC,
Michael Roc , a Delaware limited liability company,
City Manager c%TY Ops.

NCgRA 14 13y: Limoneira Company, ilk "F: m o y a Delaware Corporation— Its Sole Member c?
7tr
i
i— O nC By:

Lucy Blanco, 9 X02 ' A Name: Mark Palamountain,
LGi 5Clerk Q CAL 'St Its: Authorized Agent
APPROVED AS TO FORM:

John C. Cotti, City Attorney

490

5. Recordation. The patties will record this Operating Memorandum in the Office of the Ventura County Recorder in the manner set forth in Government Code Section 65868. 5.

CITY: DEVELOPER:

CITY OF SANTA PAULA, LIMONEIRA LEWIS COMMUNITY BUILDERS, LLC
By: LIMONEIRA EAI LAND, LLC,
Michael Rock, a Delaware limited liability company,
City Manager
By: Limoneira Company,
ATTEST: a Delaware Corporation Its Sole Member
By: C ///
Lucy Blanco, Name: Mark Palamountain,
City_Clerk__ — _____ _ —__ __ Its: Authorized_Agent
APPROVED.AS TO FORM:

C Ct 7
John Cotti, City Attorney

491
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate CALIFORNIA ALL-PURPOSE is attached, and not the truthfulness, accuracy, or validity of that document. CERTIFICATE OF State of California ACKNOWLEDGMENT
County of Vert-11A Q
2 On \ ctn 151 Loa before me, Lu C gk A 1 C
mt1of/
1 P1110 l C
f
n
here inset nae and title he officer)
personally appeared N t cIncce I Rn c, IG
who proved to me on the basis of satisfactory evidence to be the person( s) whose name( s) is/ are subscribed to the within instrument and acknowledged to me that he/ she/ they executed the same in his/ her/ their - authorized capacity(ies), and that by his/ her/their signature( s) on the instrument the person( s), or the entity upon behalf of which the person( s) acted, executed the instrument.

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

LUCY BLANCO
Notary Public- California
Ventura County4
WITN SS my han• and oee,: rr• -. . V4, Com . Expinu 2184643 My Comm. Expires Marts, Mar 25, 2021
r
Signat , re' S
Seal)

OPTIONAL INFORMATION
Although the information in this section is not required by law, it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document.

Description of Attached Document Additional Information The preceding Certificate of Acknowledgment is attached to a document Method of Signer Identification titled/ for the purpose ofop M-€, O, 45 Anizvyi cvvA
Proved to me on the basis of satisfactory evidence:

S L0 form( s) of identification 0 credible witness(es)
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I VWl, v,
11 l4 Ab Q> Notarial event is detailed in notary journal on:
containing 3 pages, and dated Page# Entry a
The signer(s) capacity or authority is/ are as: Notary contact:

Individual( s) Other
Attorney-in-Fact Additional Signers) Signer(s) Thembprint( s) Corporate Officers)
inlets)
Guardian/ Conservator
Partner- Limited/ General
Trustee( s)
Other:
representing:

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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189
a_...a:.A..,.: w.... a.ata• - -.., a a.crcr. rrw a.w.

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Ven+ ura
1 1
On M0.5 OSS 2b 1' before me, La'je M . MAAAyovt, /Vota4FutoLC Date
L "
Here Insert Name and Title of the Officer
personally appeared a t/ TLI/ a frin D(iH 14CI / h
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/ are subscribed to the within instrument and acknowledged to me that he/ she/they executed the same in his/ her/their authorized capacity(ies), and that by his/ her/ their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

Notary Public- California
Ventura County WITNESS my hand and official seal.

COmrtinr a 2199521
My Comm. Expires Mey 29, 1021 '
Signature 7
Signature of Notary blic
Place Notary Seal Above

OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
J
Title or Type of Document: DI e ro•#, oHQ -4, 11844c/ C4 o r'r n74reeni/r/t Document Date: A/my 07, Z-0/ a' Number of Pages: 3
Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer' s Name: Signer' s Name:

LI Corporate Officer — Title(s): Corporate Officer — Title(s):

Partner — Limited General Partner — Limited General
Individual Attorney in Fact Individual Attorney in Fact Trustee Guardian or Conservator Trustee Guardian or Conservator Other: Other:

Signer Is Representing: Signer Is Representing:

L ..——
d d r d d d se d ei a• d d• it•r zxXX>c.cz.Wz:eer:.c• c c z wz;- 2016 National Notary Association • www.NationalNotary. org • 1- 800- US NOTARY( 1- 800- 876- 6827) Item # 5907 493

EXHIBIT H
Operating Memorandum No. 6
494
IIII1111II1
RECORDING REQUES1ED BY
AND WHEN RECORDED MAIL TO:

CITY CLERK

CITY OF SANTA PAULA
970 Ventura Street
Santa Paula, CA 93061
20180927-00109803-0 1/5 Ventura County Clerk and Recorder MARK A. LUNN
09/27/2018 08:23.00 AM
1387874 $.00 HE

EXEMPT FROM RECORDER'S FEES
Pursuant to Government Code § 6103
To Recorded Agreement No.
20150427-00062760-0 1/101
OPERATING MEMORANDUM NO. 6 TO THE

AMENDED AND RESTATED DEVELOPMENT AGREEMENT
This Operating Memorandum No. 6 (the "Operating Memorandum") is made as of August 1,2018 by and between LIMONEIRA LEWIS COMMUNITY BUILDERS, LLC, a Delaware limited liability company ("Developer") and the City of Santa Paula, a municipal corporation (the "City").

RECITALS
A. On or about February 26, 2015, the City and Limoneira Company entered into an Amended and Restated Development Agreement ("Development Agreement") for developing the area commonly known as "East Area I"; B. On or about September 21, 2015, Limoneira Lewis Community Builders, LLC ("Limoneira Lewis") became the successor in interest to the rights and obligations of Limoneira Company pertaining to the Development Agreement; C. Section 3.1.3(b) ofthe Development Agreement requires Limoneira Lewis to construct the Haun Creek Linear Greenway and Detention Basin Park, which must include 5.5 acres of grass soccer fields, related health facilities, picnic tables and benches (the "Detention Basin Park"). The Detention Basin Park will be located in the Southeastern portion ofthe East Area 1 Project site; D. Limoneira Lewis is required to construct the Detention Basin Park prior to issuance of a building permit for the Project. Limoneira Lewis, or its successor in interest, intends to apply for building permits to construct model homes at the end of 2018. Construction ofthe streets and related facilities necessary to access the Detention Basin Park will not be completed at the time building permits for the model homes are issued. The Detention Basin Park will therefore not be safely accessible by the general public;
E. Upon completion ofthe model homes, Limoneira Lewis, or its successor in interest, will apply for building permits for individual production housing units for the first phase ofthe Project. At that time, the streets and related facilities will be constructed allowing safe access to the Detention Basin Park;

495
F. This Operating Memorandum No. 6 is intended to clarify that "prior to issuance of a building for the project" was intended to mean building permits for the construction ofindividual residential production housing units; G. Operating Memorandum No. 6 does not materially alter the rights or obligations ofLimoneira Lewis or the City under the Development Agreement; H. Through this Operating Memorandum No. 6, the Parties desire to clarify Section 3.1.3(b) ofthe Development Agreement.

THEREFORE, the parties agree as follows:

1. Haun Creek Linear Greenway and Detention Basin Park. Section 3.1.3(b) ofthe Development Agreement states:

Before the City issues a buildingpermitfor the Project, Developer must improve approximately 5.5 acres ofthe Detention Basis as grass soccer field(s), together with acceptable health facilities (such as portable toilets upon opening and permanent restrooms by the time conveyed to the Owner's Association or Landscape Maintenance District) and picnic tables and benches.

Operating Memorandum No. 6 clarifies and confirms that "building permit" contemplated in the phrase "before the City issues a buildingpermitfor the Project," as set forth in Section

3.1.3(b), shall mean a building permit for an individual residential production housing unit.

Limoneira Lewis approves this Operating Memorandum No. 6.

2. No Further Clarification. Except as expressly clarified by this Operating Memorandum No. 6, all ofthe terms and conditions ofthe Development Agreement remain unchanged and in full force and effect.

3. Miscellaneous. Terms and conditions ofthis Operating Memorandum may not be waived, amended or modified except in a writing executed by the Parties. This Operating Memorandum may be executed in multiple counterparts, each ofwhich are deemed an original and all ofwhich constitute one and the same Operating Memorandum.

4. Recordation. The parties will record this Operating Memorandum in the Office of the Ventura County Recorder in the manner set forth in Government Code Section 65868.5.

CITY: DEVELOPER:

CITY OF SANTA PAULA, LIMONEIRA LEWIS COMMUNITY BTJILDEF LLC
a Delaware limited liability company
Michael Rock, By: LIMONEIRA EA1 LAND, LLC

496
APPROVED AS TO FORM:
(761
John C.1Cotti, City Attorney

a Delaware limited liability company
J
By: Limoneh-a Company,
a Delaware corporation
Its sole Member
By:

Name: Ai 4 kzde ?"5144 h,10-3/?•,.,7-Av\i/
Title: Cr
497

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
!re,s-tz-72("•-•••:&7<v7-,c-e>,4-•<,%c<> -
CIVIL CODE § 1189
43-s,zaA notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Ve,1/14-VIrOt.

On Ali,T) 54- I /01 before me,
Date
personally appeared
ciole M *i/W aoco, Mo-ict, b Iç,
Here Insert 1\1,4me and Title of the Officer
—
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

DAVE M. MALAGON
Notary Public - California
Ventura County
Commission # 2199521
My Comm, EXpiros My 29, 2021
Place Notary Seal Above
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature

OPTIONAL
Signature of Notary
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an j,uninte,n:Ifedzdo document./6h, Description of Attached Document 6,va4e-f71/;...9
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Title or Type of Document: //Le )241g 416, /ta.,14,'54 47d04 Document Date:
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©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 498
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CERTIFICATE OF Ii
State of California ) ACKNOWLEDGMENT 1
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

OnA/Ito)u 4 37,0J before me,
2 (here insert name and title the officer)
A Personally appeared rn k ROCJK
a
a
who proved to me on the basis of satisfactory evidence to be the persorits) whose name are subscribed to 1.-* the within instrument and acknowledged to me that e she/they executed the same lb:Ds her/their authorized capacitys), and that b her/their signature s) on the instrument the personN, or the entity upon behalf of which the personNacted, executed the instrument.

LUCY BLANCO
Notary Public - California z
Ventura County
Commission ;.` # 2184643 -
My Comm, Expires Mar 25, 2021
Icertify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. d and official seal.

OPTIONAL INFORMATION
(Seal)
Although the information in this section is not required bylaw, it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document. ,
-, Description of Attached Document
i
1 The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of Dipkray-Vvr\ Is apyv\bmv\A/viv, :.r. ,
F.
3 qtirinfw.caNuwal,..Nri In! Nti4.040,41...1.

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containing pages, and dated
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Name(s) of Person(s)or Entity(tes) Signer is Representing Method of Signer Identification
Proved to me on the basis of satisfactory evidence:

I-0 form(s) of identification 0 credible witness(es)
Notarial event is detailed in notary journal on:

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Notary con tachOT) 61.2-3 -3o610
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EXHIBIT I
Operating Memorandum No. 7
500
RECORDING REQUESTED BY /syNRG0

LAWYERS TITLE COMPANY /
RECORDING REQUESTED BY:

AND WHEN RECORDED MAIL TO:

CITY CLERK

CITY OF SANTA PAULA
970 VENTURA STREET
SANTA PAULA CA 93061
ORDER NO: 418241035
APN:

REF: LIMONEIRA LEWIS
20190916-00109539-0 1/7
Ventura County Clerk and Recorder
MARK A. LUNN
09/16/2019 01:21:47 PM
1516022 S.00 CE
Electronically Recorded in Official Records,
County of Ventura

THIS SPACE FOR RECORDER'S USE ONLY
EXEMPT FROM RECORDER'S FEE PURSUANT TO GOVERNMENT CODE 6103 OPERATING AGREEMENT NO. 7 TO THE AMENDED AND
RESTATED DEVELOPMENT AGREEMENT NO. 20150427-00062760-
1/101

THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (ADDITIONAL RECORDING FEE APPLIES)
501

RECORDING REQUESTED BY/SYNRGO LAWYERS TITLE COMPANY

RECORDING REQUESTED BY
.AND WHEN RECORDED MAIL TO:

CITY CLERK

CITY OF SANTA PAULA
970 Ventura Street
Santa Paula, CA 93061 -)
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TLIFYi *ag.c7, tL. "-OPERATING MEMORANDUMTO7THOWENDED ANDRESTATED DEVELOPMENT AGREEMENT NO. 20150427-00062760-01/101
This Operating Memorandum No. 7 (the "Operating Memorandum") is made as ofAugust 21, 2019 by and between LIMONEIRA LEWIS COMMUNITY BUILDERS, LLC, a Delaware limited liability company ("Developer") and the City of Santa Paula, a municipal corporation (the "City").

RECITALS
A. On or about February 26,2015, the City and Limoneira Company entered into an Amended and Restated Development Agreement ("Development Agreement") for developing the area commonly known as "East Area 1"; B. On or about September 21, 2015, Limoneira Lewis Community Builders, LLC ("Limoneira Lewis") became the successor in interest to the rights and obligations ofLimoneira Company pertaining to the Development Agreement; C. Section 10.1.1 ofthe Development Agreement authorizes the Parties to enter into operating memoranda in order to detail the performance ofprovisions covered in general under the Development Agreement;
D. In order to provide increased water storage and pressure to existing City users, Section 3.2.1 ofthe Development Agreement requires Limoneira Lewis to construct a three million gallon potable water tank/reservoir. The tank/reservoir must be constructed and dedicated to the City before the City issues a certificate of occupancy for the first residential dwelling unit in the Project; E. Limoneira Lewis constructed the tank/reservoir and it is ready to connected to the City's water system. Currently, there is insufficient demand for water service in the area ofthe tank/reservoir and, ifplaced online, water in the tank/reservoir will stagnate;
F. Until there is sufficient demand for water service in the area ofthe tank/reservoir and in order to prevent the stagnation of water in the tank/reservoir, this Operating Memorandum No. 7 is intended to clarify that the tank/reservoir will be dedicated to the City prior to issuance of a certificate of occupancy for the 100th

502
residential dwelling unit, unless, based on demand, dedication of the tank/reservoir is requested by.the City prior to the 100th residential unit; G. Through this Operating Memorandum No. 7, the Parties desire to clarify Sections 3.2,1 and 3.1.2 ofthe Development Agreement.

THEREFORE, the pgrties agree as follows:

1. Water Tanks. Section 3.2.1 ofthe Development Agreement states, in part:

To protect public health and safety, Developer agrees (at City's request) to elevate the location of a three million gallon potable water tank/reservoir . . . The three-million gallon tank/reservoir must be constructed and dedicated before the City issues a certificate of occupancy for the first residential dwelling unit in the Project Operating Memorandum No. 7 is intended to clarify that the tank/reservoir will be dedicated to the City prior to issuance of a certificate of occupancy for the 100th residential dwelling unit, unless, based on demand, dedication ofthe tank/reservoir is requested by the City prior to the 100th residential unit.

2. Approval. Limoneira Lewis approves this Operating Memorandum No. 7.

3. No Further Clarification. Except as expressly clarified by this Operating Memorandum No, 7, all ofthe terms and conditions ofthe Development Agreement remain unchanged and in full force and effect.

4. Miscellaneous. Terms and conditions ofthis Operating Memorandum may not be waived, amended or modified except in a writing executed by the Parties. This Operating Memorandum may be executed in multiple counterparts, each ofwhich are deemed an original and all of which constitute one and the same Operating Memorandum.

5. Recordation. The parties will record this Operating Memorandum in the Office of the Ventura County Recorder in the manner set forth in Government Code Section 65868.5.

CITY:
r. rpeau
fr
ty Manager
DEVELOPER:

LIMONEIRA LEWIS COMMUNITY

BUILDERS, LLC
Harold Edwards,
Chief Executive Officer

503
,
APPROVED AS TO FORM:

Ili-(1
Jo C. Cotti
City Attorney
i
;
ao'

504
personally appeared ha re) (el edwaiet.

STATE OF CALIFORNIA
COUNTY OF Van i-ura.

On A.)504 23, Wig before me, DAVa M •kkoiketo Ai oi-org ff.) [here insert name and title of officer]
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

STATE OF CALIFORNIA
) ss.

COUNTY OF
DAVE M. MALAGON
Notary Public - California
Ventura County
Comrnlesion # 210121
My Comm. Expire MO 29, 2021
(Seal)
OnPO tut SY 2,7 Qot ci before me, k....t.A(A0
[here inserfnarne
110-0,.YV)
and title of•ellicer)
personally
personally
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-c-oLumotaiAt_k_
me on the asis of

satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITN and and official seal.

Signature
LUCY BtANCO
Notary Public -California
Ventura County
Commission 1 2184643
My Comm, Expires Mer 25, 2021
(Seal)
505
NOICKNOMICr.04,11.4,1y.,141,(INIMICIO.C.t,CALLIol,,LAMG.,04404.1,11CYA.Ga....L—INOWI I OG...3.1111LIG1.11,1.5.141:0156413(1.11,W1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate Is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of \le_r61(.`C\_,
A
0rl Abbk-427 7)3\ '1
personally appeared 3_,V...0 y -Tau (y\6-e...9-e_D1,1,_,

CALIFORNIA ALL-PURPOSE

CERTIFICATE OF

ACKNOWLEDGMENT
before me, \--k1 51.0Y1 60.1 gi16\
(here insertfname and title of the officer)
'Pito t L
....m.n.l..1410.0.4Thfl21.4414n.NOM MIAMIACDOwu u.AntraG.OrAlC4,11...3.1uX.WW,OWLmt16.417 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

Si
WI ESS my h
nature
nd and official seal.

OPTIONAL INFORMATION

LUCY BLANCO
Notary Public -California
Ventura County
Commission it 2184643
My Comm. Expires Mar 25t 2021
(Seal)
Although the information in thls section Is not required bylaw, It could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document.

Description of Attached Document
The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of (..DpSz,ro..My\aisLv\sewro,raxvv„, qo 7\\-0Nmr\AD ckq RksAt.-keA vkk;.Tioix\4)Th-APo\n4rn-i'rfg 44P(1.1\D'es, and dated The signer(s) capacity or authority is/are as:
individual(s)
LI Attorney-in-Fact
Corporate Officer(s)
Title(%)
Guardian/Conservator
El Partner - Limited/General
LII Trustee(s)
fl Other:
representing:

Name(s) of Person(s) or Entity(ies) Signer Is Representing Additional Information
Method of Signer identification
Proved to me on the basis of satisfactory evidence:
form(s) of Identification 0 credible witness(es)
Notarial event is detailed In notary Journal on:

Page # p 01 Entry #
Notary contact:

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0 Additional Signer(s) SIgner(s)Thumbprint(s)

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C copyright 2007-2014 Notary Rotary, Inc. PO [lox 41400, Des Mollies, IA 50311-0507, AU Rights Reserved, Item Number 101772, Please contact your Authorized Reseller to purchase copies cf this form. 506
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 ' A notary public or other officer completing this certificate verifies only the Identity of the Individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Ve
On AuVS4- 1..2011
Date
personally appeared 1-14 to Id
before me, -Dave m. Maka50 vtofcy Ptic Here Insert Name and Title of the Officer Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and aOknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

DAVE M. MALAGON
Notary Publlc - California
Ventura County Commission #2199521
My Comm. Expires May 29,2021
Place Notary Seal Above
I certify under PENALTY OF PERJURY under the laws
,,of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature

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Above:

Signer's
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Officer

— Title(s): 12
Signer's
Corporate
Name:

Officer
— Title(s):

El Partner — 0 Limited CI General CI Partner — Li Limited EiGeneral CI Individual D Attorney in Fact D Individual D Attorney in Fact Li Trustee 0 Guardian or Conservator D Trustee EIGuardian,or Conservator ID
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Is
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II
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Other:

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Representing:
©2016 National Notary Association www.NationaiNotary.org 1-800-US NOTARY (1-800-876-6827) Item 45907 507

EXHIBIT J
Operating Memorandum No. 8
508
RECORDING REQUESTED BY:

Lawyers Title/ EPN
AND WHEN RECORDED MAIL TO:

City Clerk
City of Santa Paula
970 Ventura Street
Santa Paula, Ca 93061
Limoneira
Electronically Recorded in Official Records
County of Ventura County
Mark A. Lunn
Ventura County Clerk -Recorder
DOC# 2022000073769
07107/2022
Titles: 1 Pages: 7
10:43 AM
Total Fees: $0.00
ONTIVD

SPACE ABOVE THIS LINE FOR RECORDER'S USE
OPERATING MEMORANDUM NO.8 TO THE AMENDED AND RESTATED

DEVELOPMENT AGREEMENT
This page is added to provide adequate space for recording information. 509
DOC #2022000073769 Page 2 of 7

LAWYERS

RECORDING
TITLE
REQUESTED BY/ER n

COMPANY /

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

CITY CLERK

CITY OF SANTA PAULA
970 Ventura Street
Santa Paula, CA 93061

EXE,MPT FROM RECORDER'S FEES
Pursuant to Government Code § 6103
OPERATING MEMORANDUM NO. 8 TO THE

AMENDED AND RESTATED DEVELOPMENT AGREEMENT
his Operating Memorandum No. 8 (the "Operating Memorandum") is made as of — 2022 by and bet-ween LIMONEIRA LEWIS COMMUNITY BUILDERS, LLC, a Delaware limited liability company ("Developer") and the City of Santa Paula, a municipal corporation (the "City"). nrniyers Title Company bås recorded this Instrument as an accommodation only. It has not been examined as to it's execution or les affect upon the title to any real property that RECITALS may be descrlbed thereln.

A. On or about February 26,2015, the City and Limoneira Company entered into an Amended and Restated Development Agreement for developing the area commonly known as "East Area 1." On or about September 21, 2015, Limoneira Lewis Community Builders, LLC ("Limoneira Lewis") became the successor in interest to the rights and obligations ofLimoneira Company pertaining to the Development Agreement;
B. The Development Agreement has been amended twice. On March 18, 2020, Section 3.1.1(a) ofthe Development Agreement was amended to provide for an extension ofthe timeframe within which to complete construction ofthe Santa Paula Creek Sports Park ("Amendment No. 1"); C. On April 21, 2021, the City and Limoneira Lewis again amended the Development Agreement ("Amendment No. 2") to, among other things, modify Section 3.3.2 to require that certain traffic improvements be completed prior to issuance ofthe 750ffi certificate ofoccupancy within the project, including the improvements to the intersection of State Route 126 and Hallock Drive specified in Mitigation Measure T-1 (the "SR 126/Hallock Improvements"). The Development Agreement and Amendment Nos. 1 and 2 are collectively referred to herein as the "Development Agreement";
D. Section 3.3.4 ofthe Development Agreement provides that ifthere are delays in completion of any ofthe improvements specified in Section 3.3 that are outside Developer's control, the City will not unreasonably refuse to issue certificates of occupancy, notwithstanding the deadlines specified in the Development Agreement, so long as Developer is continuing to

510
DOC #2022000073769 Page 3 of 7
pursue completion ofthe improvements in a good faith and commercially reasonable manner;
E. To date, Developer has used its good faith and commercially reasonable efforts to obtain the necessary rights-of-way to complete the SR 126/Hallock Improvements, but has not been able to acquire all the necessary right-of-way, which is preventing Developer from completing the SR 126/Ha11ock Improvements;
F. Section 10.1.1 ofthe Development Agreement authorizes the Parties to enter into an operating memorandum in order to detail the performance of provisions covered in general under the Development Agreement; G. Through this Operating Memorandum No. 8, the parties confirm that despite Developer's good faith and commercially reasonable efforts to complete the SR 126/Hallock Improvements, Developer has encountered delays beyond its control;
H. Pursuant to Section 3.3.4 ofthe Development Agreement, City will not withhold certificates of occupancy or other development permits and approvals for the Project ifthe SR 126/Ha11ock Improvements or other offsite traffic improvements are not completed by the deadlines specified in Section 3.3 ofthe Development Agreement;
I. Operating Memorandum No. 8 does not materially alter the rights or obligations ofDeveloper or the City under the Development Agreement; NOW, THEREFORE, the parties agree as follows:

1. Developer shall continue to use its good faith and commercially reasonable efforts to obtain the necessary rights-of-way and take such further actions as are reasonably necessary to complete the SR 126/Hallock Improvements and the other remaining off-site traffic improvements specified in Section 3.3 ofthe Development Agreement.

2. Developer will coordinate these efforts with the City and, ifnecessary, ask the City to acquire any remaining rights-of-way through its power of eminent dornain, and upon such request, City Staffwill recotnmend to the City Council that the City acquire the remaining rightsof-way through the exercise ofits power of eminent domin.

3. The City will not withhold any certificates of occupancy or other permits needed for development and occupancy ofthe project based on Developer's inability to complete any of the off-site improvements specified in Section 3.3 ofthe Development Agreement unless it fmds, based on changed circumstances, that Developer has not continued to use its good faith and commercially reasonable efforts to complete such improvements.

511
DOC #2022000073769 Page 40f 7

4. Approval. Developer and City approve this Operating Memorandum No. 8.

5. No Further Clarification. Except as expressly clarified by this Operating Memorandum No. 8, all ofthe terms and conditions ofthe Development Agreement remain unchanged and in full force and effect.

6. Miscellaneous. Terms and conditions ofthis Operating Memorandum may not be waived, amended, or modified except in a writing executed by the Parties. This Operating Memorandum may be executed in multiple counterparts, each ofwhich are deemed an original and all ofwhich constitute one and the same Operating Memorandum.

7. Recordation. The parties will record this Operating Memorandum in the Office of the Ventura County Recorder in the manner set forth in Government Code Section 65868.5.

CITY:

CITY OF SANTA PAULA
Dan Singer,
City Manager
ATTEST:

APPROVED AS TO FORM:

John . Cotti, City Attorney
DEVELOPER:

LIMONEIRA LEWIS COMMUNITY BUILDEF
LLC
a Delaware limited liability company
By: LIMONEIRA EA1 LAND, LLC
a Delaware limited liability company

By: Limoneira Company,
a Delaware corporation
Its sole Member
By:

Name: /27,4974C. Z,./iferUA41/
Title: Z-7L-70
512
DOC #2022000073769 Page 5 of 7

STATE OF CALIFORNIA
COUNTY OF V-trYhitra1/4
On TVA/6 IG before me, T4NivA- , f e L-j, A (37-44?-ti Pv‘at.7c, [here insert name an title of officer]
personally
personally known
appeared
to

me
,e1,4et..c.
(or proved to
P,44.914/
me on the
otArtexm)
basis of satisfactory

evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

STA I t, OF CALIFORNIA
COUNTY OF Ven
) ss.
rilhalmammnatititaKe RULimiebd
Weary - California
Ventura County
Commission I 2377920
fay Comm. Expires Oct 1, 2025
(Seal)
On Z,Vv.taz a‘, 29aa before me, i‘-.1t.rettAio Mo-risetzy ?a-est_Ic [here insert narre and title of officer] personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

JULIE LATSHAW Notary Public - California Ventura County Commission #2401674 - MyComm. Expires May 19, 2026 (Seal)
513
DOC #2022000073769 Page 6 of 7
N

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

State of California
County of VreA7R)(Z4
On 3vive" I (eye before me, px)1d_k_. (insert name and titIdof the officer) who
personally
proved
appeared
to me on

the
"77491.--k.frii(,..Q-,---72(2.24,,---)94‘")
basis of satisfactory evidence to be the person(s)

whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signatu (Seal)

DEANNA RULE
Notary Public. California a
Ventura County
COMMiS3i0f1 4 2377920 e"
My Comm. Expires Oct!, 2073
514
DOC #2022000073769 Page 7 of 7
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189

VIV-VPTVLVV,
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of \)-1- Rft 1
On Vtt.I E.,
Date
before me,
personally appeared -ZAM. M&F.-P---
Here Insert Name and Title of the Officer
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

JULIE LATSHAW
Notary Public - California
Ventura County
C.ornmission # 2401674
My Comm. Expires May 19, 2026
Place Notary Seal and/or Stamp Above
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal.

Signature

OPTIONAL
Signature of Notary Public
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title
Document
or Type
Date:
of Document:

Number of Pages:

Signer(s)
Capacity(ies)
Other
Claimed
Than Named
by Signer(s)
Above:

Li
Signer's
Corporate
Name:

Officer

— Title(s):

Li Partner — 0 Limited Li General
Li Individual D Attorney in Fact
Li Trustee o Guardian of Conservator
D
Signer
Other:
is

Representing:

Signer's
O Corporate
Name:

Officer

— Title(s):

O Partner — Li Limited 0 General
D Individual 0 Attorney in Fact
O Trustee
Li
Signer
Other:
is

Representing:

CI Guardian of Conservator
F.I3r.ZVV.17.1:
©2017 National Notary Association
515

EXHIBIT K
Form of Offsite Improvement Agreement
516
65283.00302\41962492.3

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City Clerk
City of Santa Paula
970 Ventura Street
Santa Paula, CA 93060
No fee per Government Code § 6103
APNs 107-0-220-055, -065, -025, -035

HARVEST AT LIMONEIRA

OFFSITE IMPROVEMENT AGREEMENT

SANTA PAULA STREET BRIDGE
THIS AGREEMENT (“Agreement”) is made and entered into this ___ day of ___________, 2024 (“Effective Date”), by and between the CITY OF SANTA PAULA, a general law city and municipal corporation (“CITY”) and LIMONEIRA LEWIS COMMUNITY BUILDERS, LLC, a Delaware Limited Liability Company (“DEVELOPER”).

Capitalized terms not otherwise defined in this Agreement will have the meanings attributed to them in the Development Agreement.

The Parties agree as follows:

1. RECITALS. This Agreement is made with reference to the following facts and objectives:

A. On or about February 26, 2015, the City and Limoneira Company entered into an Amended and Restated Development Agreement (“Original Development Agreement”) for developing the area commonly known as “East Area 1” for a mixed-use planned community (“Project”) on real property shown in Tract Map No. 5854 recorded in the Official Records of Ventura County (“Official Records”) on December 28, 2017, as Document No. 20171220-00164292-0 (“Property”).

B. The Original Development Agreement was recorded in the Official Records on April 27, 2015, as Document No. 20150427-00062760-0. On or about September 21, 2015, DEVELOPER became the successor in interest to the rights and obligations of Limoneira Company pertaining to the Original Development Agreement.

C. The Original Development Agreement was amended by the First 517
65283.00302\41962492.3
Amendment to the Development Agreement, dated March 18, 2020 (“Amendment No. 1”), and by the Second Amendment to the Development Agreement, dated April 21, 2021 (“Amendment No. 2”). The Parties also intend to enter a Third Amendment to the Development Agreement (“Amendment No. 3”) in March 2024.

D. The Original Development Agreement has been further clarified and supplemented by Operating Memoranda Nos. 1 - 8 (collectively, the “Operating Memoranda”) on file with the City. The Original Development Agreement, as amended by Amendment Nos. 1, 2, and 3, and the Operating Memoranda are collectively referred to herein as the “Development Agreement.”
E. Pursuant to the Development Agreement, DEVELOPER must construct certain public improvements known as the Santa Paula Street Bridge improvements (“Improvements”). The Improvements will be constructed in accordance with plans and specifications on file with CITY known as City Drawing No. 40.35.112 and generally described in the attached Exhibit A.

Section 7.1.2 of the Development Agreement requires DEVELOPER to provide improvement security for the Improvements to the extent they are not financed by a Financing Mechanism.

F. The Acquisition Agreement defined in Section 14, below, together with the CFD No. 1 formation documents, is a Financing Mechanism.

G. Section 14 of the Acquisition Agreement provides that DEVELOPER must secure construction of the Improvements with a bond or other security, but that such bond amount must be reduced by amounts of CFD proceeds dedicated for the Improvements as the City “determine[s] is appropriate.”

2. CONSTRUCTION OF IMPROVEMENTS. At its sole cost and expense, DEVELOPER agrees to furnish all labor, materials, tools, equipment, and incidentals, and for doing all the work necessary to complete the Improvements set forth in the approved plans and specifications and in conformance with the Approvals (as that term is defined in the Development Agreement), CITY standards, and federal and state requirements.

3. ESTIMATED COST OF IMPROVEMENTS.

A. The estimated hard costs of the Improvements is $9,742,000, inclusive of a 15% contingency (“Estimated Hard Costs”).

B. A copy of the Estimated Hard Costs is attached hereto as Exhibit B and incorporated by this reference.

C. The estimated additional cost to complete the Improvements include final design of 5%, right-of-way acquisition of 5%, permits of 3%, 5% for future 518
65283.00302\41962492.3
price inflation, and construction management and project management and inspections of 10%, and 5% for future price inflation, less costs incurred to date, for an estimated additional cost of $ $___________________ (“Estimated Soft Costs”) at time of completion.

D. The combined total of Estimated Hard Costs and Estimated Soft Costs is $______________ (hereafter, the “Total Estimated Costs”).

4. MODIFICATIONS TO TOTAL ESTIMATED COSTS.

A. The Estimated Hard Costs in Exhibit B shall not be increased by more than five percent (5%) without DEVELOPER delivering written notice to the City Engineer. If during the course of construction of the Improvements, DEVELOPER is presented with a change order or set of change orders that would increase the Estimated Hard Costs secured by a bond by more than 15%, DEVELOPER must receive the approval of City Engineer before approving the change order(s), which shall not be unreasonably withheld or conditioned, subject only to the City Engineer’s right to require, pursuant to Subsection B below, a corresponding increase in the amount of the bonds for such Improvements.

B. Should the Total Estimated Costs bonded for be inadequate to cover increased costs to complete the Improvements, the City Engineer may require, and Developer will comply with, an increase in the bond coverage to reflect the increased costs for constructing the Improvements to ensure adequate bonds are in place. To the extent such costs exceed the Total Estimated Costs, the bonds applicable to such Improvements shall be increased by the difference.

5. TIME FOR COMPLETION. DEVELOPER shall complete the Improvements in accordance with the timing requirements and thresholds set forth in the Development Agreement. Improvements will be deemed “complete” when they may be safely used by pedestrians and motorists for their intended purpose as reasonably determined by the City Engineer. Pursuant to Section 7.2.1 of the Development Agreement, CITY must cooperate with Developer and take all actions necessary and appropriate to facilitate timely completion of the Improvements. To that end, the parties acknowledge that DEVELOPER has exhausted all commercially reasonable efforts to obtain the required property for Improvements, and therefore, the CITY shall be responsible for acquiring any right-of-way or real property interest required by DEVELOPER to complete the Improvements. Notwithstanding the foregoing, it shall remain the DEVELOPER’s responsibility to complete the Improvements as set forth in this Section and the Development Agreement, and DEVELOPER will hold CITY free and harmless from any liability arising from any delays in acquiring needed property caused by factors beyond CITY’s control. DEVELOPER and CITY shall comply with the following additional schedule and time limits for completion of the Improvements:
519
65283.00302\41962492.3
Action Date
Developer has submitted to the City
plans, specifications, reports, cost
estimates and schedules (“Plan
Submittal”) to City
Last City submittal made on December 12,
2023.

City to submit comments and/or notice of
deficiency to Developer with fee deposit
request
No later than 45 working days from Plan
Submittal
Developer to submit fee deposit and
responses and/or corrections to City
comments and/or notice of deficiency
No later than 45 working days from receipt
of City comments and/or notice of
deficiency
Developer to commence construction No later than 12 months after receiving all required permits and approvals.

Developer to complete construction No later than 24 months from when construction commences
CITY’s City Manager, in his/her reasonable discretion, may approve extensions of time upon submittal of a written request from DEVELOPER. If DEVELOPER seeks an extension of time to complete the Improvements more than twenty-four (24) months after receipt of all required permits and approvals, DEVELOPER agrees it must obtain the written approval of the Ventura County Fire Department and will provide a copy of said approval to CITY upon receipt.

6. COMPLETION BY CITY. Should DEVELOPER fail to complete the Improvements within the time for completion in breach of the terms of this Agreement, CITY, at its option, may enter onto DEVELOPER’s property to complete the Improvement and satisfy Section 4, above, at DEVELOPER’s cost. This option is in addition to any other remedies available to CITY.

7. INSPECTION; CONSTRUCTION; FINAL ACCEPTANCE.

A. DEVELOPER will provide on-site construction management to supervise construction and ensure the Improvements are completed in accordance with the plans approved by the City Engineer. The DEVELOPER shall have responsibility to ensure that the construction is accomplished in accordance with the approved plans and specifications. The DEVELOPER’s construction manager shall submit timely requests for inspection by City and/or other required public agencies as needed throughout project construction.

B. The City Engineer shall have the right to inspect the construction of the Improvements to confirm that the construction is accomplished in accordance with the approved plans. City personnel shall have access to the construction at all reasonable times for the purpose of accomplishing 520
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such inspection.

C. After DEVELOPER’s contractor has completed the Improvements, DEVELOPER shall request a final inspection of such work, and the work shall be inspected, approved and accepted in strict compliance with the terms of Government Code section 66499.7.

D. No inspection or acceptance pertaining to specific parts of the Improvements shall be construed as final acceptance of any part until the overall final acceptance of the Improvements is made by the CITY in accordance with Government Code section 66499.7 and the Development Agreement. Final acceptance shall not constitute a waiver by CITY of defective work subsequently discovered.

E. DEVELOPER will contract with Psomas as engineer of record to provide construction support services and provide certified as-built plans to the CITY prior to final acceptance of the Improvements.

F. DEVELOPER will contract with a consultant experienced in right-of-way acquisition services for completion of the Improvements.

G. Upon completion of the Improvements and final acceptance by the CITY, DEVELOPER shall promptly file a Notice of Completion with the City Clerk for recordation at the Ventura County Recorder’s Office.

8. CONTINUOUS WORK ON THE IMPROVEMENTS. After commencement of construction of the Improvements, which will commence within twelve (12) months after receiving all required permits and plan approvals and acquisition of all necessary rightof-way, DEVELOPER shall cause such work to be diligently pursued to completion, and shall not abandon the work for a consecutive period or more than sixty (60) days, events of Force Majeure excepted. For the avoidance of doubt, restrictions imposed by a 408 ACOE permit or any other permit or approval, as well as any delays relating thereto, are a Force Majeure event. Notwithstanding the foregoing, the Improvements shall be completed by Developer within twenty – four (24 months) after commencement of construction of the Improvements and accepted by the City in accordance with subsections C. and D. of Section 7, above.

9. WARRANTY OF IMPROVEMENT PLANS. DEVELOPER warrants that the plans and specifications for the Improvements shall conform to the Approvals (as the term is defined in the Development Agreement), together with all conditions made a part of such Approvals. Except as directed by CITY, DEVELOPER further warrants that the plans and specifications can be relied upon to accomplish the Improvement work covered by this Agreement in a good, workmanlike manner and in accordance with accepted construction practices. Should the plans and specifications at any time before final acceptance of the Improvements prove to be inadequate in any respect except to the extent said plans and specifications were directed by the CITY, DEVELOPER agrees to make such changes 521
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reasonably deemed necessary by CITY to complete the Improvements in a good, workmanlike manner and in accordance with accepted construction practices.

DEVELOPER further agrees to make or cause to be made such engineering, soils and other reports as may be required by CITY.

10.CITY NOT LIABLE FOR PLANS AND SPECIFICATIONS. CITY is not an insurer or surety for the design or construction of the Project. And CITY, its officers, officials, employees, agents, representatives, and certified volunteers are not liable or responsible for any claim arising during construction of the Project or Improvements, unless it can be shown that such person directed that the Project or Improvements be designed or constructed in a manner contrary to the wishes and desires of DEVELOPER, and DEVELOPER filed a written objection or equivalent notice with the City Engineer before commencing such work or Improvement. .

11.WARRANTY OF WORK. DEVELOPER warrants that the Improvements will be constructed in conformance with the approved plans and specifications, CITY standards, and the highest industry standards. Should any Improvement fail to comply with this warranty or any other provision of this Agreement within one (1) year after CITY’s final acceptance, DEVELOPER shall, without delay and without cost to CITY, repair, replace or reconstruct any defective or otherwise unsatisfactory part or parts of the Improvements.

Should DEVELOPER fail to act promptly or in accordance with this requirement or should the exigencies of the case require repairs or replacements to be made before DEVELOPER can be notified, CITY will, at its option, make the necessary repairs, replacements, or reconstruction, as determined by CITY. DEVELOPER shall pay to CITY the actual cost of such repairs, replacements, or reconstruction plus CITY’s administrative costs. This section is not a waiver of any other right CITY may have for correcting faulty workmanship or defective materials.

12.REPAIRS AND REPLACEMENTS. DEVELOPER shall repair or replace, as reasonably determined by CITY, Improvements and monuments destroyed or damaged by DEVELOPER’s actions and to repair or replace, as reasonably determined by CITY, any property damaged or destroyed by DEVELOPER. Any such repair or replacement shall be completed to CITY’s reasonable satisfaction and approval, and at no cost to CITY and not limited by any surety bond required in this Agreement.

13.CITY’S RIGHT OF ENTRY. DEVELOPER grants CITY right of entry to DEVELOPER’s property, to the extent applicable, to inspect the Improvements constructed by DEVELOPER and to ensure compliance with this Agreement.

14.CONTRACT SECURITY.

A. Concurrently with the execution of this Agreement, DEVELOPER shall 522
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furnish:
i. A surety bond in an amount equal to at least one hundred percent (100%) of the Total Estimated Costs as security for the faithful performance of this Agreement, in the amount of $_____________. ii. A separate surety bond in an amount equal to at least one hundred percent (100%) of the Estimated Hard Costs for said Improvements as security for the payment of all persons performing labor and furnishing materials in connection with this Agreement.

B. The surety bonds in Subsection A. shall be paid and in effect until the earlier to occur of (i) CITY’s final acceptance of the Improvements and receipt of warranty bonds in accordance with the warranty required by Section 11 and 14, or (ii) receipt in CITY’s account of CFD bond sale proceeds from Harvest Community Facilities District No. 1 sufficient to fund the Improvements and designated for that purpose. Should another jurisdiction with authority over the Improvements project require security for the Improvements that are duplicative of the amounts set forth in this Agreement, the parties will cooperate in good faith to ensure that Developer is not required to incur the cost of bonding twice for the Improvements and to ensure that City and any other agency requiring bonding are adequately secured, such as adding one or more of the agencies as an obligee to the surety in an appropriate rider to the bonds furnished to the lead agency for the Improvements.

Additionally, pursuant to Government Code 66499.5, CITY acknowledges the Improvements contemplated herein are financed and installed pursuant to special assessment proceedings and, in accordance with Santa Paula Municipal Code § 16.80.950 and DEVELOPER’s satisfaction of same, agrees that, upon furnishing by the contractor of the faithful performance and labor and material bonds required by the special assessment act being used, the improvement security of the DEVELOPER shall be reduced by an amount corresponding to the amount of such bonds so furnished by the contractor.

C. CFD bond sale proceeds will be paid to DEVELOPER upon completion of the Improvements by DEVELOPER and acquisition of the Improvements by CITY pursuant to this Agreement and the terms of the Funding, Construction and Acquisition Agreement for Harvest Community Facilities District No.1 dated as of March 1, 2017, as may be amended (“Acquisition Agreement”). In the event there are insufficient CFD bond proceeds, the CITY will not be responsible for reimbursing DEVELOPER for the Improvements, and pursuant to Section 15 of the Acquisition Agreement, the CITY is only required to reimburse DEVELOPER for those Public Facilities (as the term is defined in the Acquisition Agreement) which can be reimbursed with the total of the amount of available bond sale proceeds.

Nothing herein shall relieve DEVELOPER from its obligation to complete 523
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the Public Facilities pursuant to the terms of this Agreement and the Development Agreement.

D. In accordance with Section 14 of the Acquisition Agreement, the CITY will reduce the aggregate principal amount of the surety bonds by such amount as it determines is appropriate to allocate to the Improvements, upon receipt of the bond sale proceeds.

15.WARRANTY BONDS. Prior to CITY’s final acceptance of the Improvements, DEVELOPER shall file with the CITY a bond guaranteeing the warranty requirements of Section 11 in the amount of at least ten percent (10%) of the Total Estimated Costs. This warranty bond will be released one year after final acceptance of the Improvements, subject to CITY’s timely inspection of the Improvements and determination that the Improvements are free of defects.

16.PERFORMANCE BY CITY OR SURETY.

A. Should DEVELOPER fail to construct the Improvements in the manner and at such locations as specified within the time requirements of this Agreement, or if DEVELOPER is not carrying out the intent of this Agreement, CITY may serve written notice upon DEVELOPER and the surety on DEVELOPER’s faithful performance bond demanding satisfactory compliance with this Agreement.

B. Should CITY serve such written notice, CITY may do any one, or combination of, the following:
i. Serve written notice upon the surety on its faithful performance bond demanding satisfactory compliance with this Agreement. In such event the surety must, within five (5) days, assume control and construct the Improvements as DEVELOPER’S successor;
ii. CITY may construct the improvements itself, or by contract, at DEVELOPER’s expense on a time and materials basis. In such event, CITY may take possession of and utilize in completing the Improvements’ construction, materials, appliances, and other property belonging to DEVELOPER as may be on the site of the work without liability to CITY. DEVELOPER’s surety will be liable to CITY for any excess cost of damages incurred by CITY.

C. Nothing in this section waives, or serves as a limitation upon, any additional remedy CITY may have under this Agreement or applicable law. 524
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17.SURETY BOND TO INCLUDE LETTER OF CREDIT. The term “surety bond” also includes such other acceptable security, such as letters of credit or cash deposit agreements issued by responsible financial institutions, which are approved by the City Attorney. The term “surety” includes the issuer of any letter of credit or cash deposit agreement, which is acceptable to CITY as security for the performance of this Agreement. Sureties must be admitted to do business in the State of California.

18.BEST MANAGEMENT PRACTICES. DEVELOPER agrees to use best management practices (“BMPs”), as that term is defined under applicable law including, without limitation, the Santa Paula Municipal Code, in constructing the improvements anticipated by this Agreement. DEVELOPER’s failure to comply with the terms of this Section constitutes a material breach of this Agreement.

19.OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports specific to the improvements identified herein prepared by DEVELOPER under this Agreement are CITY’s property. DEVELOPER may retain copies of said documents and materials as desired, but must deliver all original materials to CITY upon CITY’s written notice.

20.INDEPENDENT CONTRACTOR. CITY and DEVELOPER agree that DEVELOPER will act as an independent contractor and will have control of all work and the manner in which it is performed. DEVELOPER will be free to contract for similar service to be performed for other employers while under contract with CITY. DEVELOPER is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct DEVELOPER as to the details of doing the work or to exercise a measure of control over the work means that SUBDIVIDER will follow the direction of CITY as to end results of the work only.

21.INDEMNIFICATION.

A. DEVELOPER indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney’s fees), injuries, or liability, arising out of this Agreement, or its performance. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, DEVELOPER must defend CITY (at CITY’s request and with counsel satisfactory to CITY) and indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise.

B. For purposes of this section “CITY” includes CITY’s officers, officials, employees, agents, representatives, and certified volunteers.

C. The Parties agree that this section will remain in full force and effect until the 525
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Improvements have been formally accepted by CITY.

D. The requirements as to the types and limits of insurance coverage to be maintained by DEVELOPER, and any approval of such insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by DEVELOPER pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification.

22.INSURANCE.

A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, Developer shall procure and maintain, and shall require its contractors and subcontractors to procure and maintain, the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:

Type of Insurance Limits
Commercial General Liability $5,000,000 Occurrence
(Bodily Injury, Personal Injury, and
Property Damage)
Commercial Automobile Liability $2,000,000 Per Accident (Any Auto Hired and Non-Owned
Liability)
Worker’s Compensation Statutory
Employers Liability (Bodily Injury by $1,000,000 Each Accident Accident)
B. The amount of insurance set forth above will be a per occurrence for bodily injury, personal injury, and property damage for the policy coverage.

Liability policies must be endorsed to name CITY, its officers, officials, agents, employees and volunteers as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried by CITY will be excess thereto. Such insurance will be on an “occurrence,” not a “claims made,” basis and will not be cancelable or subject to reduction except upon thirty (30) days’ prior written notice to CITY.

C. DEVELOPER must furnish and require its contractors and subcontractors to furnish to CITY duly authenticated Certificates of Insurance evidencing 526
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maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of “A:VII.” Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. DEVELOPER will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

23.NOTICES.

A. Unless expressly stated otherwise, all notices given or required to be given pursuant to this Agreement will be in writing and may be given by personal delivery or by mail. Notice sent by mail will be addressed as follows:

If to the City
City of Santa Paula
Public Works Department
Attn: Clete J. Saunier, P.E., Public Works Director
P.O. Box 569
Santa Paula, CA 93061-0569
If to the Developer
Limoneira Lewis Community Builders LLC
c/o Lewis Management Corporation
Attn: David Lauletta
133 N. 10th Street
Santa Paula, CA 93060
B. When addressed in accordance with this paragraph, notices will be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices will be deemed given at the time of actual delivery.

C. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.

24.COMPLIANCE WITH LAW. DEVELOPER will comply with all laws applicable to this Agreement including, without limitation, federal, state, and local laws requiring permitting and licenses. All such compliance will be at DEVELOPER’s own cost.

25.FORCE MAJEURE. Developer's time for commencement and completion of the Improvements shall be extended for the period of any delay due to one more of the following circumstances beyond the control and without the fault of DEVELOPER (“Force 527
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Majeure”): adverse weather conditions; flood; earthquakes; strikes; lockouts; acts of God; enemy action; civil commotion; acts or failures to act of a public agency (including, without limitation, delay in the issuance of permits or approvals by governmental authorities that are required for the work); fire or other casualty; failure or inability to secure materials or labor; changes in local, state or federal laws or regulations; pandemics; epidemics; lack of financing due to generally applicable economic conditions affecting the capital markets generally; and strikes and other organized labor action occurring at the project site and the effects thereof on the work, only to the extent such strikes and other organized labor action are beyond the control of DEVELOPER, its contractors, and its subcontractors, of every tier, and to the extent the effects thereof cannot be avoided by use of replacement workers. DEVELOPER shall be required to provide CITY with timely notice of the facts and circumstances constituting or giving rise to the Force Majeure event and to keep the CITY fully apprised with respect thereto. The parties shall meet as early as reasonably practicable to discuss the Force Majeure event, agree on any additional actions to be taken by either party, and document the agreed length of delay caused by the Force Majeure event. Should the Force Majeure event be further delays in ACOE issuance of a 408 Permit, “commencement of the grounds” for an extension shall be the date that the ACOE next notifies DEVELOPER of additional requests for information or corrections to its permit application, and notice to the City of the additional requests via email to the Public Works Director and City Engineer shall constitute adequate written notice of the Force Majeure event to the City. The City Manager shall evaluate and approve or deny all claims to Force Majeure made by the DEVELOPER and the decision of the City Manager shall be the final determination of the City, subject only to judicial review.

26.CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party.

27.SEVERABLE. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect.

28.CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement.

29.WAIVER. Waiver of any provision of this Agreement will not be deemed to constitute a waiver of any other provision, nor will such waiver constitute a continuing waiver.

30.GOVERNING LAW. This Agreement has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in the County of Ventura. 528
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31.AUTHORITY/MODIFICATION. This Agreement is subject to and conditioned upon approval and ratification by the Santa Paula City Council. This Agreement is not binding upon CITY until executed by the City Manager. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement. CITY’s City Manager may execute any such amendment on behalf of CITY.

32.BINDING UPON SUCCESSORS. The terms of this Agreement constitute a burden and benefit upon the Property. Accordingly, this Agreement will be recorded and the terms will run with the Property and become binding upon DEVELOPER’s heirs, successors and assigns.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written.

CITY OF SANTA PAULA,
a municipal corporation LIMONEIRA LEWIS COMMUNITY

BUILDERS, LLC,
a Delaware Limited Liability Company
Dan Singer, David Lauletta,
City Manager Authorized Agent
ATTEST:

Julie Latshaw,
City Clerk
APPROVED AS TO FORM:

Monica Castillo,
City Attorney
530
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EXHIBIT A

DESCRIPTION OF IMPROVEMENTS
The bridge construction consists of the construction of an approximate 232-foot long single-span bridge over Santa Paula Creek as part of the extension of Santa Paula Street from Grant Line Street to Hallock Drive. The span bridge will be supported by two abutments, wing walls, and will accommodate two 12-foot wide traffic lanes, two 6-foot wide sidewalks, two 5-foot wide bike lanes for a total width of 48-feet. The superstructure of the bridge will be a 232-ft long, 48-ft wide, reinforced concrete, post- tensioned box girder carrying two lanes of traffic, two bike lanes, and two sidewalks. The bridge has been designed as a free-span bridge, with no permanent pier support (substructure) placed in the creek bed. Two abutments will support the superstructure on each side of the creek above the 100-year flood elevation. The plans and specifications for the bridge, known as City Drawing No. 40.35-112, are on file with the City. 531
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EXHIBIT B

ESTIMATED COST OF IMPROVEMENTS
(Attached behind)
532
CITY #

CALTRANS
BEES No.

Item
No. ITEM Unit of Measure
Estimated
Quantity Unit Price Item Total
1 MOBILIZATION 10% LS 1 $847,083.74 $847,084
192003 2 STRUCTURE EXCAVATION (BRIDGE) CY 649 $150.00 $97,315 193003 3 STRUCTURE BACKFILL (BRIDGE) CY 598 $250.00 $149,528 260203 4 CLASS 2 AGGREGATE BASE CY 69 $300.00 $20,622
500001 5 PRESTRESSING CAST-IN-PLACE CONCRETE LB 83749 $5.00 $418,746 510051 6 STRUCTURAL CONCRETE, BRIDGE FOOTING CY 174 $1,000.00 $174,222 510053 7 STRUCTURAL CONCRETE, BRIDGE CY 1242 $2,000.00 $2,484,682 510086 8 STRUCTURAL CONCRETE, APPROACH SLAB (TYPE N) CY 128 $1,300.00 $166,111 511035 9 ARCHITECTURAL TREATMENT SF 1650 $25.00 $41,247 519100 10 JOINT SEAL (MR 3") LF 95 $300.00 $28,400
520102 11 BAR REINFORCING STEEL (BRIDGE) LB 284514 $2.50 $711,285 xxxxx 12 WATER PIPE SUPPORTS LS 1 $54,000.00 $54,000
839719 13 CONCRETE BARRIER (TYPE 732SW) LF 506 $400.00 $202,267 833090 14 TUBULAR HANDRAILING (MODIFIED) LF 506 $175.00 $88,492 192025 15 STRUCTURE EXCAVATION (CULVERT) CY 830 $150.00 $124,536 193004 16 STRUCTURE BACKFILL (CULVERT) CY 325 $180.00 $58,486 260203 17 CLASS 2 AGGREGATE BASE CY 54 $300.00 $16,100
510090 18 STRUCTURAL CONCRETE, BOX CULVERT CY 242 $2,000.00 $484,220 520101 19 BAR REINFORCING STEEL LB 46565 $2.50 $116,413 740550 20 PUMPING PLANT EQUIPMENT LS 1 $100,000.00 $100,000 190101 21 ROADWAY EXCAVATION CY 182 $150.00 $27,320
192037 22 STRUCTURE EXCAVATION (RETAINING WALL) CY 2056 $150.00 $308,384 193003 23 STRUCTURE BACKFILL CY 71 $180.00 $12,700
260203 24 CLASS 2 AGGREGATE BASE CY 309 $300.00 $92,556 510060 25 STRUCTURAL CONCRETE, RETAINING WALL CY 643 $850.00 $546,628 26 6" CONCRETE ASPHALT PAVEMENT SF 1320 $10.00 $13,200
520101 27 BAR REINFORCING STEEL LB 121221 $2.50 $303,052 833033 28 CHAIN LINK RAILING (TYPE 7 MODIFIED) LF 407 $130.00 $52,910 477020 29 MECHANICALLY STABILIZED EMBANKMENT SF 7186 $120.00 $862,267 833090 30 TUBULAR HANDRAILING (MODIFIED) LF 722 $175.00 $126,350 839719 31 CONCRETE BARRIER (TYPE 732SW) LF 722 $400.00 $288,800 32 WATERLINE LS 1 $200,000.00 $200,000

CITY OF SANTA PAULA
PROJECT: SANTA PAULA CREEK BRIDGE, UNDERCROSSING, AND APPROACH WALLS

ENGINEERS OPINION OF PROBABLE COST

LEWIS LIMONEIRA
DATE: 9/28/2023

SANTA PAULA CREEK BRIDGE

UNDERCROSSING

APPROACH MSE WALLS

OTHER ITEMS

33 APPROACH ROADWAY SURFACE, STRIPING, ETC LS 1 $50,000.00 $50,000 34 ROADWAY LIGHTING LS 1 $50,000.00 $50,000
SUBTOTAL $8,470,837
CONTINGENCY (15%) $1,270,626
TOTAL $9,741,463
ROUNDED TOTAL $9,742,000

LAND USE DA TA
- HALLOCK CENTER
- NEIGHBORH 00D RESIDENllAL
- COMMERCIAL
- C/'IIC - SCHOOL
- OPEN SP!CE "' - AC
- OPEN SPACE - PARK
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GRAPHIC SCALE: 1•�200'

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535