Agenda packet — Santa Paula City Council, January 29, 2024 (part 1 of 3)

City of Santa Paula
Joint City Council/Planning Commission

MAYOR LESLIE CORNEJO
VICE MAYOR PEDRO A. CHAVEZ

COUNCILMEMBER JENNY CROSSWHITE

COUNCILMEMBER CARLOS JUAREZ

COUNCILMEMBER ANDY SOBEL

CHAIRPERSON AARON DUNKEL

VICE CHAIRPERSON GRACE KELLY

COMMISSIONER AUSTIN AUGER

COMMISSIONER JASON HERBER

COMMISSIONER NOEL KIESEWETTER

JOINT CITY COUNCIL/PLANNING COMMISSION SPECIAL MEETING OF THE

SANTA PAULA JOINT CITY COUNCIL/PLANNING COMMISSION
MONDAY, JANUARY 29, 2024
6:30 PM - Joint City Council/Planning Commission Special 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 - Joint City Council/Planning Commission - Joint City Council/Planning Commission Special Meeting
1 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. ROLL CALL

3. PUBLIC COMMENT
At this time, members of the public may comment on any item appearing on the agenda only. Individual Councilmembers or Commissioners may briefly respond to Public Comments or ask questions for clarification. Public Comments are limited to three minutes.

4. STUDY SESSION - JOINT CITY COUNCIL AND PLANNING COMMISSION

4.A EIR ADDENDUM FOR THE EAST AREA 1 PROJECT AND AMENDMENT NO. 3 TO THE DEVELOPMENT AGREEMENT (HARVEST AT LIMONEIRA

PROJECT)
RECOMMENDATION:

Staff recommends that the Planning Commission and City Council:

1. Receive and file the staff report.

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. Special and Closed Sessions vary by date and time.

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 you wish to speak on. Members of the public may address the Council on items on this agenda only. Public Comments are limited to 3 minutes.

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 three hours before the meeting date will be provided to the legislative body before the meeting.

Public Comments received after, 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.

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.

SPECIAL MEETING - COUNCIL CHAMBER
City of Santa Paula - Joint City Council/Planning Commission - Joint City Council/Planning Commission Special Meeting
2 2. Provide feedback to staff.

Presented by: Various presenters

5. ADJOURNMENT
City Council adjourns. Meeting continues to Planning Commission only.

6. PUBLIC HEARING
Verification of posting notice by City Clerk
Declaration of conflicts (if any)
Declaration of ex parte contacts (if any)
Open public hearing
Staff presentation
Public comments
Close public hearing
Discussion and action

6.A EIR ADDENDUM FOR THE EAST AREA 1 PROJECT AND AMENDMENT NO. 3 TO THE DEVELOPMENT AGREEMENT (HARVEST AT LIMONEIRA

PROJECT)
RECOMMENDATION:

Staff recommends that the Planning Commission:

1. Adopt Resolution No. 3858 recommending the City Council (i) approve Addendum No. 3 to the Final Supplemental Environmental Impact Report (EIR) associated with the East Area 1 Specific Plan Amendment No. 4 and Amendment No. 3 to the Development Agreement, and (ii) adopt an ordinance to approve Amendment No. 3 to the Development Agreement subject to City Council approval of East 1 Specific Plan Amendment No. 4.

City Council introduction of the ordinance would occur at a February 13, 2024 Special Meeting, and if there are no changes, second reading and adoption would occur on February 21, 2024. Staff intends to present the proposed East Area 1 Specific Plan Amendment No. 3 to the Planning Commission for recommendation to the City Council in February 2024, which would then be brought to the City Council for first reading in March 2024 and later for second reading and adoption in April 2024. These dates will depend on each decision-making body's actions.

PRESENTED BY: Various Presenters

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

City of Santa Paula - Joint City Council/Planning Commission - Joint City Council/Planning Commission Special Meeting
3 On_________________ at______________Signed:_________________________ Julie Latshaw
City Clerk
City of Santa Paula - Joint City Council/Planning Commission - Joint City Council/Planning Commission Special Meeting
4 To: Honorable Mayor and Members of the Joint City Council/Planning Commission
From: Monica Castillo, City Attorney
Subject: EIR ADDENDUM FOR THE EAST AREA 1 PROJECT AND AMENDMENT NO. 3 TO THE DEVELOPMENT AGREEMENT (HARVEST AT

LIMONEIRA PROJECT)
Date: January 29, 2024
Agenda Item: 4.A

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

Staff recommends that the Planning Commission and City Council:

1. Receive and file the staff report.

2. Provide feedback to staff.

Presented by: Various presenters
BACKGROUND:

PROCEDURAL FACTS:

Limoneira Lewis Community Builders, LLC (“Developer” or “Applicant”) has applied for a fourth amendment to the East Area 1 Specific Plan (hereafter, “EA1 SPA”) and a third amendment to the current Development Agreement (“DA Amendment”) for the planned community development known as the Harvest at Limoneira (hereafter, “Harvest”). DA Amendment negotiations have been under way for the last several months. Staff now seeks the input of the Planning Commission and City Council before proceeding with formal approval. Immediately after this study session adjourns, the Planning Commission will convene to consider recommending the City Council approve (1) an EIR Addendum for the amendments and (2) the DA Amendment subject to its approval of the EA1 SPA.

Since the first model opening in June 2019, Harvest has experienced a strong and steady demand for residential housing with 586 homes completed and occupied, and another 121 homes under construction to date. Throughout Ventura County, there is a lack of housing supply, including affordable new single family residential and multi-family. In contrast, commercial office and retail in Ventura County continue to experience insufficient demand due to increasing vacancy and rent concessions with no recovery forecasted in the near future. Within East Area 1 certain commercial and civic use areas have existing overlay zoning for residential and multi-family uses.
5 Due to the elementary school 10.3-acre site not being feasible for the school district and a lack of commercial use demand, the Developer is proposing to add 550 residential units consisting of 300 for rent multifamily units, and 250 for sale residential units across Phase I (Haun Creek Neighborhood) and II (Foothill Neighborhood). In August of 2022, Developer requested the additional 550 units and asked for the City Council’s preliminary approval to move the process forward with the appointment of an Ad Hoc committee to assist staff in negotiations. On December 21, 2022, then-Mayor Sobel appointed then-Councilmembers Leslie Cornejo and Jenny Crosswhite to the new Development Agreement Negotiation Team Ad Hoc Committee.

The infrastructure to service East Area 1 has been oversized based on City requirements and has sufficient capacity to service the proposed 550 residential units. East Area 1 future development provides the residential housing in conformance with the land use zoning of the 2040 General Plan and is a critical source of future residential housing for the City of Santa Paula to meet the State- mandated future Housing Element requirements. Furthermore, if the proposed third amendment to the development agreement is approved, the Developer would pay $5.5 Million toward the offsite affordable housing project known as Rise Santa Paula, which is planned to generate units providing 45% (298 units) of the City's total unit requirement, 39% (40 units) of the City's Very Low Income requirement, and 103% (122 units) of the City's Low-Income requirement, for the current RHNA cycle.

ANALYSIS:

PROJECT OVERVIEW
East Area 1 Specific Plan Amendment
Approved East Area 1 Specific Plan (EA1 SP-3)
The East Area 1 Specific Plan (EA1 SP-3) was first approved by the City Council in 2008, and was later amended on January 2015 and November 2015. A land use map of the approved plan is attached as Attachment A.

As currently approved, the East Area 1 Specific Plan reserves approximately 80 acres in the northern portion of the Specific Plan area as open space; allows development of up to 1,500 residential units complemented by parks, schools, and other public facilities; and allows for a small amount of neighborhood commercial and business park uses. Primary access to the Specific Plan area is currently provided by Hallock Drive. Santa Paula Street will be extended from the west by a new bridge that will go over Santa Paula Creek to provide additional access in accordance with the approved Specific Plan.

The existing East Area 1 Specific Plan is organized by districts and neighborhoods. The Open Space District includes the open space and agricultural preserve areas in the northern portion of the Specific Plan area and open space buffer areas along Santa Paula Creek and Haun Creek on the western and eastern edges of the Specific Plan area, respectively. The Haun Creek and Foothill Residential Neighborhoods are located in the eastern portion of the Specific Plan area. The Santa Paula Creek Residential Neighborhood is located in the western portion of the Specific Plan area. In addition to these residential neighborhoods, the Specific Plan established a Civic District in the southwestern portion of the Specific Plan area that includes a 35-acre community park (Sports Park) and sites for school facilities, and the Hallock Center District along the southern edge of the Specific Plan area, where development of residential, commercial and business park uses are allowed.
6 To date, approximately 600 homes have been built in the Haun Creek Neighborhood and Hallock Center District. The first phase of the Sports Park located in the western portion of the Specific Plan area is currently under development. Since approval of the November 2015 Specific Plan Amendment, Santa Paula Unified School District determined the northern site in the Civic District reserved for development of an elementary school was no longer needed and residential development of this site with 121 of the previously approved 1,500 residential units was approved by the City.

Proposed East Area 1 Specific Plan Amendment (EA1 SPA)
The proposed EA1 SPA would amend the current East Area 1 Specific Plan and is referred to as the East Area 1 Specific Plan Amendment (“EA1 SPA”). The plan amendment is in response to the increased need for additional housing in Santa Paula and Ventura County. An associated amendment to the approved Development Agreement, which amendment is described further below, is also proposed. In addition, recent plans for commercial and business park development within the City’s 95-acre East Gateway planning area, located immediately south of the East Area 1 Specific Plan area has reduced the demand for commercial and business park uses in the East Area 1 Specific Plan area. The below table shows the proposed EA1 SPA land uses in comparison to the approved land uses.

EAST AREA 1 LAND USE SUMMARY
Land Use
Approved
a Proposedb
Change
acres units/size du/ac acres units/size du/ac
Residential
Haun Creek Neighborhood/Hallock
Center East (Phase I)

86.2 632 du 7.3 86.2 707 du 8.2 75 du
Foothill Neighborhood (Phase II) 98.0 492 du 5.0 98.0 554 du 5.7 62 du Santa Paula Creek Neighborhood
(Phase III)

50.0 376 du 7.5 50.0 489 du 12.2 113 du
Hallock Center West (Phase I) 0 0 du 0 17.9 300 du 16.8 300 du Subtotal 234.2 1,500 du 6.4 252.1 2,050 du 8.1 550 du
Commercial/Industrial
Light Industrial – Hallock Center West 13.5 25,000 sf - 0 0 sf - -25,000 sf Commercial – Hallock Center West 4.4 215,000 sf - 0 0 sf - -215,000 sf Subtotal 17.9 240,000 sf - 0 0 sf - -240,000 sf
Civic/Institutional
Schools – Civic District
c 19.2 - - 8.3 - - -10.9 ac
Fire – Hallock Center District 1.0 - - 1.5 - - 0.5 ac
Subtotal 20.2 - - 9.8 - - -10.4 ac
Open Space, Parks, and Agriculture
Public Athletic Fields (OS-3) 37.8 - - 37.8 - - 0 ac
Parks/Greenways (OS-2) 55.2 - - 55.2 - - 0 ac
Open Space Preserve (OS-1) 77.3 - - 77.3 - - 0 ac
Agricultural Preserve (AG) 55.0 - - 55.0 - - 0 ac
Subtotal 225.3 - - 225.3 - - 0 ac
TOTAL 497.6 497.6 0 ac
7 Notes:
a – Approved land uses as defined in 2015 East Area 1 SP SEIR b – Proposed land uses as defined in the 2024 Draft Proposed East Area Specific Plan SP-3 c – Reflects Santa Paula Unified School District previously declining use of one of two available school sites and prior City approval of residential units on this site.

Attachment B identifies the approved tentative tract maps and shows existing and planned development within the Specific Plan Area. The proposed amendment to the East Area 1 Specific Plan would increase the number of housing units allowed within the Haun Creek, Foothill and Santa Paula Creek Neighborhoods and Hallock Center District by 550 units from 1,500 to 2,050 units, as shown in Attachment B. The 2,050 units includes 1,750 single family units and potentially 300 rental units (150 duplexes).

Assisted living units would no longer be developed. The 19.2 acres reserved for development of school facilities by the Santa Paula Unified School District (SPUSD) would be reduced to a

8.3-acre site due to the SPUSD decision not to use the site for a school. No changes to the approximately 225 acres of park and open space areas defined in the Approved Specific Plan are proposed. The number of acres provided for the Community Park (Sports Park) and neighborhood parks would also remain the same.

Development Agreement Amendment No. 3
Approved Development Agreement
On February 26, 2015, the City and Limoneira Company entered into an Amended and Restated Development Agreement to govern development of Harvest (“Development Agreement”). The development would include up to 1,500 residential units, approximately 240,000 square feet of office, retail, light industrial and assisted living facilities, approximately 19 acres for educational and other civil facilities, and approximately 223 acres of undeveloped land, including open space and agricultural preserves, parks and greenways. On September 21, 2015, Developer became the successor in interest to the rights, duties and obligations of the Limoneira Company pertaining to the Development Agreement.

On March 18, 2020, the City and the Developer entered Amendment No. 1 to the Development Agreement (“Amendment No. 1”) amending Section 3.1.1(a) of the Development Agreement to provide for an extension of the timeframe within which to complete construction of the Santa Paula Creek Sports Park.

On April 21, 2021, the City and Developer 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 of the 750
th certificate of occupancy 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”), and to modify the parties obligations with respect to Public Benefit Housing.

Addenda and operating memoranda have also been executed throughout the years to clarify and interpret the Development Agreement terms, as permitted by the Development Agreement.
8 Proposed Amendment No. 3 to Development Agreement (Amendment No. 3) The proposed Amendment No. 3 to the Development Agreement (“Amendment No. 3”) is necessary to implement the East Area 1 Specific Plan Amendment’s addition of 550 residential units. (See Attachment C.) Proposed Amendment No. 3 was the result of extension negotiations between the City and Developer, including input from an ad hoc committee of the City Council, comprised of then-Councilmembers Cornejo and Crosswhite.

Considerable credit was granted for public infrastructure and utilities constructed by the Developer as part of the original 1500-home project. Instead, the focus of negotiations was placed on completion of the regional sports park and on affordable housing.

As a result of those negotiations, the parties agreed to the following key terms in exchange for the 550-unit increase:

Santa Paula Creek Sports Park
Except for turf and irrigation features, Phase 1 of the Sports Park would be completed and accepted by the City no later than March 15, 2024. The turf and associated irrigation for Phase 1 is currently inadequate and will likely not be ready for acceptance until after March 2024. Developer would pay up to $200,000 toward Phase 1 turf and irrigation and would continue to work alongside City to establish turf and irrigation satisfactory to the City. In addition, Developer has agreed to waive City’s reimbursement of up to $850,000 that Developer incurred in the construction of Phase 1 in excess of Developer’s agreed contribution to the Sports Park of $6,000,000 (as adjusted for inflation) plus Developer’s payment of the additional Joint Civic Facilities in Lieu Fee of $5,000.000 that was allocated to the Sports Park.

In addition to the contributions described above, Developer would pay up to $4,000,000 for supplemental sports park improvements. Phase 1 supplemental improvements include, for example, overhead lighting, a pickle ball court, and a restroom/concession building.

Construction of the supplemental improvements would begin 120 days after the effective date of Amendment No. 3 or the City’s approval of plans for the supplemental improvements, whichever occurs later.

In addition, the City would use Community Facilities District (CFD) No. 1 bond proceeds to reimburse the Developer for the roughly 37 acres of sports park land that had been dedicated to the City under the original Development Agreement. The land is to be valued at $300,000/acre, which is the cost specified in the City’s 2016 Development Impact Fee (DIF) Study. If there are insufficient funds in CFD bond proceeds to fully reimburse the Developer for the park land dedication and other eligible Public Facilities (as defined in the amendment), the City will not be responsible for the unreimbursed amount.

Water Rights
For final tract maps recorded this year and after, the amendment would require Developer to transfer groundwater production rights equivalent to demand rates set forth in the current East Area One Potable Water System Master Plan (PWMP). The Developer must perform a water use study and monitoring program one year after the issuance of the last certificate of occupancy for each final map to determine the actual per capita water use for the residential users within Harvest. Depending on the actual per capita residential water use rate, Developer must transfer additional rights to the City if actual use exceeds the 64 gpd rate or the City must 9 credit water rights to the next final tract map if the actual per capita use rate is below 64 pgd.

A maximum amount of water rights will be determined based on an updated PWMP.

Traffic Circulation Infrastructure
The Developer must complete the following traffic improvements according to the specifications and milestones indicated:

1. Santa Paula Creek Bridge will be completed as required by the Ventura County Fire District (VCFD).
a. Start construction within 12 months after receiving all required permits and plan approvals, and subject to the Army Corps of Engineers 408 permit restrictions which allow work in the Santa Paula Creek only during the dry season (May – September).
b. Complete. No building permits or certificates of approval will be issued beyond the first 1,261 units approved through Phase II (Foothill Neighborhood) until the bridge is substantially completed and available for emergency access use. c. Before starting construction and issuance of the first building permit in the Foothill Neighborhood, enter into an offsite improvement agreement with the City to secure timely completion of the bridge and provide a performance bond in the approximate amount of $11,000,000. A draft form of the improvement agreement is attached as Exhibit K to the proposed Amendment No. 3. The final improvement agreement will go before the City Council for approval in February, and it should be noted that certain terms in the form improvement agreement attached as Exhibit K continue to be negotiated (e.g. bond amount, liquidated damages, and use of eminent domain).
d. Developer will use good faith and commercially reasonable efforts to construct an additional temporary emergency access connecting the Harvest project to E.

Telegraph using Dike Road and/or Texas Lane. When this access road is complete, an emergency access easement will be granted to VCFD, City, and Ventura County Watershed Protection District.

2. Before or concurrent with the Santa Paula Creek Bridge completion:
a. Install a traffic signal and reconfigure the intersection of 12 th Street and Santa
Paula Street.
b. Reconfigure and widen intersection of Ojai Road (SR-150)/10th Street and Santa Paula Street.
c. Reconfigure the intersection of Palm Avenue and Santa Paula Street.

3. Before the 1000
th Certificate of Occupancy, widen and reconfigure the intersection at SR-126 and Hallock Drive.

Development Impact Fees
For each unit in excess of the first 1500 units in the East Area 1 project site, Developer will pay the following development impact fees.

Police Facilities
A fee of $1,818 per unit (or $1,000,000 total) toward the completion of the Police Station upgrade and expansion.
10 Civic Facilities
A fee of $636 per unit (or $350,000 total) to help fund City Hall and Corporate Yard renovations.

Library Facilities
A fee of $2,180 per unit (or $1,200,000 total) for the expansion of City library facilities.

Traffic and Circulation Improvements
A fee of $2,000 per unit to fund circulation and beautification improvements on Telegraph Road between Hallock Drive and 12
th Street.

Bike Trail Extension Project
A fee of $1,000 per unit (or $550,000 total) to fund the proposed extension of the existing bike trail adjacent to the railroad tracks out to the Sports Park. This is a new term in the Development Agreement.

Wastewater Facilities
A sewer connection fee of $780 per unit (or $429,000 total) and a wastewater facilities fee of $4,127.34 per unit for the 1501
st
through 1750
th unit. Developer will be exempt from the
wastewater facilities fee for the last 300 units (the 1751 st
through 2050
th unit) based on credit
for wastewater facilities fees already paid/required under the existing Development Agreement terms.

Public Benefit Housing
For each unit in excess of the first 1500 units in the East Area 1 project site, Developer would pay $500 per unit (or $275,000 total) into the Down Payment Assistance Fund. The Down Payment Assistance Fund is intended to offset the down payment on a home either within the Harvest project or outside the project but within the city limits. Homebuyers must apply to the City’s Public Housing Program to receive funds. The program gives priority in the following order (i) public safety employees employed by the City, (ii) other employees of the City whose tenancy furthers the inclusionary housing goals of the City, (iii) public school teachers, (iv) other governmental employees whose employment necessitates residence in the City, (v) employees of hospitals located within the City, and (vi) any other qualified participants.

Recipients must earn a gross annual income that does not exceed one hundred fifty percent (150%) of the Ventura County median household income. Funds are available until exhausted.

Inclusionary Housing
Instead of providing affordable housing units within the Harvest, Developer would make the following contributions to the City’s Affordable Housing Trust Fund (AHTF) to construct affordable housing. For the first 1500 units, Developer would pay $6,500.000 into the AHTF for each market rate unit pursuant to the terms of the existing Development Agreement. For the additional 550 units, Developer would pay $5,500,000 into the AHTF to help finance Rise Santa Paula, a pending affordable housing project to be located at 18004 E. Telegraph Road. 11 Should the City not finance Rise Santa Paula for any reason, Developer would (i) contribute a total of $5,500,000 plus an annual increase of $400,000, per year, commencing on January 1, 2025, up to a maximum payment of $8,250,000 to the AHTF to be used for an alternative offsite rental housing development of at least 50 very-low and low-income units, as determined by City (a “Replacement Project Contribution”). If no Replacement Project Contribution has been made prior to issuance of the 1,501 st certificate of occupancy,
Developer would pay an in lieu fee to the AHTF of $15,000 per unit prior to issuance of each certificate of occupancy.

STRATEGIC PLAN:

FISCAL IMPACTS:

OPTIONS:

ATTACHMENTS:

Att A - Approved EA1 Land Use Map
Att B - Proposed Add'l Units Layout
Att C - Development Agreement Amend. No. 3
12 Santa Paula Creek
Haun Creek
Palm Lane
Park Blocks
Hallock Entry
Telegraph Road
V.C.T.C.

Hwy 126
Santa Paula Creek
Neighborhood Haun Creek
Neighborhood
Haun Creek Drive
Park Loop Rd. Santa Paula St.

Santa Paula
St
Sant
.
a Paula Cr
eek Edge
Drive
Foothill
Neighborhood
Legend
Civic District
Hallock Center
Neighborhood
Neighborhood Subarea
Agricultural Preserve
Open Space Preserve
Parks/Greenways
School Athletic Fields
Foothill Collector
N
Approved Land Use Plan
FIGURE 2-1

APPROXIMATE SCALE IN FEET
0 400 800 1600
114-001-16
13 LAND USE DA TA
- HALLOCK CENTER
- NEIGHBORH 00D RESIDENllAL
- COMMERCIAL
- C/'IIC - SCHOOL
- OPEN SP!CE "' - AC
- OPEN SPACE - PARK
200�� · ,oo· o· 200�· iiiiiiiiii� 400'
GRAPHIC SCALE: 1•�200'

OPEN SPACE
• I
I
I •
I
I
I
- AT LIMONEIRA -
14 65283.00302\41948149.5
1 RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Santa Paula
970 Ventura Street,
Santa Paula, California 93060
Attn: City Clerk
Exempt from Fees Per Gov. Code § 6103
_____________________________________________________________________________ Space above this line for Recorder’s Use Only
AMENDMENT NO. 3 TO THE FIRST AMENDED AND RESTATED

DEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF SANTA PAULA
AND

LIMONEIRA LEWIS COMMUNITY BUILDERS, LLC
This Amendment No. 3 to the First Amended and Restated Development Agreement (the “Third Amendment”), dated March___, 2024 for reference purposes only, is made by and between the CITY OF SANTA PAULA, a California municipal corporation (“CITY”), and LIMONEIRA LEWIS COMMUNITY BUILDERS, LLC, a Delaware limited liability company (“DEVELOPER”), and with reference to the following facts and objectives:

R E C I T A L S
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.” On or about September 21, 2015, Developer became the successor in interest to the rights and obligations of Limoneira Company pertaining to the Development Agreement;
B. On March 18, 2020, Section 3.1. l(a) of the Original Development Agreement was amended to provide for an extension of the timeframe within which to complete construction of the Santa Paula Creek Sports Park (“Amendment No. 1”);
C. On April 21, 2021, the City and Developer again amended the Original 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 of the 750th certificate of occupancy within the project, including the improvements to the intersection of State Route 126 15 65283.00302\41948149.5
2 and Hallock Drive specified in Mitigation Measure T-1 (the “SR 126/Hallock Improvements”), and to modify the parties obligations with respect to Public Benefit Housing. The Original Development Agreement and Amendment Nos. 1 and 2, as clarified and supplemented with all Operating Memoranda executed by the parties as of the Effective Date of this Third Amendment, are collectively referred to herein as the “Development Agreement”; D. In conjunction with this Third Amendment, the Developer is applying for an amendment to the Amended Specific Plan SP-3 (“SP Amendment No. 4”) and Addendum No. 3 to the EAO EIR, which revises the permitted uses on the Project Site to remove the previously approved 25,000 square feet of light industrial uses, to reduce the land designated for civic/institutional uses from approximately 20.2 acres to approximately 8.3 acres and to allow an additional 550 residential uses, with potentially up to 300 of the total 2,050 units designated for for-rent, multi-family housing.

E. The purpose of this Third Amendment is to, among other changes, revise the mix of allowed uses to increase the maximum number of residential units within the Project Site by 550 units for a total of 2050 units consistent with SP Amendment No. 3, and to revise the Development Agreement to address these additional units.

In consideration of the foregoing and pursuant to Section 10.1.2 of the Development Agreement, the Development Agreement is hereby further amended as follows:

AGREEMENT

1. New Exhibits; Operating Memoranda.

A. The below listed Exhibits A-1 through E (“Original Exhibits”) are attached to and incorporated into the Development Agreement:

Exhibit A-1: Map of East Area 1
Exhibit A-2: Legal Description of Project Site
Exhibit B: Location of Proposed Mitigation Parcels
Exhibit C: Development Agreement - East Area 1 Specific Plan Public Benefits Exhibit D: Operating Memorandum No. 2
Exhibit E: Resolution No. 6230 Exhibit “A” (Summary of Development Impact Fees by Type of Fee)
The following exhibits to this Third Amendment (“New Exhibits”) are hereby added to the Development Agreement. The New Exhibits are incorporated into or else supplement the Development Agreement.

Third Amendment Exhibit New Lettered Exhibit to Development Agreement
16 65283.00302\41948149.5
3 Exhibit A: Supplemental Sports Park
Improvements
Exhibit F: Supplemental Sports Park
Improvements
Exhibit B: Sports Park Implementation
Agreement
Exhibit G: Sports Park Implementation
Agreement
Exhibit C: First Amendment to Sports Park
Implementation Agreement
Exhibit H: First Amendment to Sports Park
Implementation Agreement
Exhibit D: Sports Park Phase 1 Punch List Exhibit I: Sports Park Phase 1 Punch List Exhibit E: Operating Memorandum No. 3 Exhibit J: Operating Memorandum No. 3 Exhibit F: Operating Memorandum No. 4 Exhibit H: Operating Memorandum No. 4 Exhibit G: Operating Memorandum No. 5 Exhibit I: Operating Memorandum No. 5 Exhibit H: Operating Memorandum No. 6 Exhibit J: Operating Memorandum No. 6 Exhibit I: Operating Memorandum No. 7 Exhibit K: Operating Memorandum No. 7 Exhibit J: Operating Memorandum No. 8 Exhibit L. Operating Memorandum No. 8 Exhibit K: Form of Offsite Improvement
Agreement
Exhibit M: Form of Offsite Improvement
Agreement
In the event of a conflict between the New Exhibits and the Original Exhibits, the New Exhibits will control.

B. Operating Memoranda Nos. 3-8 attached to this Third Amendment as Exhibits E through J, respectively, are hereby added as addenda to the Development Agreement pursuant to Section 10.1.1 of the Development Agreement.

2. Revisions to Article 2. Article 2 (Description of the Project) of the Development Agreement is amended as follows:

A. Section 2.1 of the Development Agreement is amended in its entirety to state as follows:
“2.1 In General. The term “Project” means the development of the Project site as described in the “Project Approvals” (defined in Section 2.2 below). Without limiting the foregoing, the Project includes up to 2,050 total residential units, approximately 8.3 acres for educational facilities (future elementary school site), and approximately 225.3 acres of park, green space, open space, and agricultural land.”
B. Section 2.2 of the Development Agreement is amended to add the following sentence at the end of the section:
“Project Approvals also mean and include the 2024 amendment to the Amended Specific Plan SP-3 (“SP Amendment No. 4”) and Addendum No. 3 to the East Area One (EAO) EIR, which revises the permitted uses on the Project Site to remove the previously approved 25,000 square feet of light industrial uses, to reduce the land designated for civic/institutional uses from approximately 20.2 acres to approximately 8.3 acres, and to allow an additional 550 residential uses, with potentially up to 300 of the total 2,050 units designated for for-rent multi-family housing.”
17 65283.00302\41948149.5
4 3. Revisions to Article 3. Article 3 (Public Benefits) of the Development Agreement is amended as follows:

A. The following new subdivision (b) is hereby added to Section 3.1.1 (Community Parks) of the Development Agreement:
“(b) Additional Santa Paula Creek Sports Park Improvements. In addition to the park improvements specified in Section 3.1.1(a) above (as modified by the Sports Park Implementation Agreement, dated March 17, 2021 and attached hereto as Exhibit B, and the First Amendment thereto, dated January 6, 2023 and attached hereto as Exhibit C) (together, the “Sports Park Implementation Agreement”) which improvements are expected to be completed by Developer and turned over to the City in Spring 2024 (“Sports Park Phase 1”), Developer shall construct the additional improvements set forth in Exhibit A in accordance with improvement plans developed in cooperation with Developer and approved by City (the “Supplemental Sports Park Improvements”). Notwithstanding any contrary provision in the Sports Park Implementation Agreement, as amended, Developer’s costs for constructing the Supplemental Sports Park Improvements shall not exceed a total of Four Million Dollars ($4,000,000), although City may request, and Developer must construct, additional improvements at City’s cost, which shall be paid according to the process and procedures set forth in the Sports Park Implementation Agreement.

Developer shall commence construction of the Supplemental Sports Park Improvements within 120 days following the later to occur of (i) the Effective Date of Amendment No. 3 to the First Amended and Restated Development Agreement (the “Third Amendment”), and (ii) City approval of the improvement plans for the Supplemental Sports Park Improvements.” B. The following new subdivision (c) is hereby added to Section 3.1.1 (Community Parks) of the Development Agreement:
“(c) Santa Paula Creek Sports Park Phase 1 Improvements Acceptance and Excess Costs. Upon completion of the outstanding punch list items on Exhibit I, other than items 2 – 4 concerning inadequate turf and irrigation establishment, and in no event later than March 15, 2024, City agrees to accept the Phase 1 Park Improvements and assume all ownership and maintenance obligations with respect thereto. Notwithstanding the foregoing, Developer shall remain obligated to continue working with the City on establishing the turf areas and any associated turf irrigation system (together, “turf establishment”) to the City’s reasonable satisfaction, at Developer’s expense, up to a maximum additional cost to Developer of Two Hundred Thousand Dollars ($200,000). In the event the costs to ensure turf establishment exceed the foregoing limit and LLCB refuses to otherwise pay for the costs to ensure turf establishment in excess of the $200,000, the parties agree that the City shall be permitted to use the Fiscal Shortfall Deposit to fund the additional costs up to $1,000,000, subject to the requirement that City and Developer cooperate in good faith to pursue all available remedies against the contractor and landscape architect regarding costs for turf establishment. Notwithstanding any contrary provision in the Sports Park 18 65283.00302\41948149.5
5 Implementation Agreement, and subject to City’s timely acceptance of improvements and assumption of maintenance responsibilities as described in this Section 3.1.1(c) above, Developer also agrees to waive City’s payment of costs incurred by Developer in constructing Phase 1 of the Santa Paula Creek Sports Park, in excess of available City funds, up to a maximum of Eight Hundred Fifty Dollars ($850,000), which amount is in addition to the $200,000 in additional turf establishment costs described above.”
C. The following new subdivision (d) is hereby added to Section 3.1.1 (Community Parks) of the Development Agreement:
“(d) CFD Reimbursement for Developer’s Dedication of Land. City and Developer agree that the fair market value of the approximately 37 acres of land to be dedicated to the City pursuant to Section 3.1.1(a) valuated for park use at the cost specified in the City’s 2016 DIF study, i.e. $300,000/acre (the “Parkland Dedication”) shall be included in the total cost of the Santa Paula Creek Sports Park to be reimbursed to Developer out of the Project CFD bond financing. The parties agree to cooperate in good faith and take such actions as may be reasonably required to amend the Acquisition Agreement for the Project CFD to include reimbursement of the Parkland Dedication, and to take such other and further actions as may be reasonably necessary to effectuate the reimbursements described herein. In the event there are insufficient CFD bond proceeds to fully reimburse Developer for the Parkland Dedication and all other eligible Public Facilities (as defined in the Acquisition Agreement, as may be amended), the City will not be responsible for any unreimbursed amount.”
D. Section 3.2.2 of the Development Agreement is amended in its entirety to state as follows:
“3.2.2 Dedication of Water Rights.
(a) Final Maps Before January 1, 2024. This paragraph governs the dedication of water rights to the City with respect to final maps recorded before January 1, 2024 (“Initial Water Rights Dedication Period”). The City's 2005 Urban Water Management Plan (UWMP) Update used demand rates for estimating future water demand of 132 gallons per day (gpd) per capita, whereas the City's 2005 Potable Water Master Plan used a demand rate of 163 gpd per capita. The Water Supply Assessment (WSA) for the East Area 1 Specific Plan utilized both the 132 and 163 rates provided in the UWMP and the Potable Water Master Plan and concluded that the annual average water demand for the proposed East Area 1 Specific Plan was between approximately 1,174.4 acre-feet per year (AFY) and 1,359.2 AFY. The SPMC defines a project's "Projected Demand For Water" as "including an allowance of 25% for potential future increases in the quantity of water required." Upon recordation of the first final map, Developer must transfer groundwater production equivalent to the Demand Rates set forth in Table 8 of the Water Supply Assessment for the uses encompassed in the tract map, plus 25%. Developer must perform a water use study 19 65283.00302\41948149.5
6 and monitoring program called for in the WSA one year after the last certificate of occupancy for said tract map to determine the actual per capita use for residential users within the Project. To the extent that the actual per capita residential use exceeds the 132 gpd rate, then Developer must transfer additional water rights to City, if any, in excess of the 25% buffer. To the extent that the actual per capita residential use is less than the transferred water rights, such excess transferred water rights can be applied to satisfy the water demand of the second tract map. The actual per capita residential use rate for the first tract map, or 163 gpd, whichever is less, will be used to calculate the projected water demand for the uses in the second final tract map which, together with the 25% buffer, must be transferred to City before recordation of the second final tract map.

This procedure must be repeated for every final map through buildout of the Project. The total groundwater rights that Developer may be required to transfer to the City during the Initial Water Rights Dedication Period cannot exceed 1,699 AFY (163 gpd per capita residential use, with the 25% buffer). The groundwater rights transferred to City pursuant to this paragraph are subject to Developer’s right to use such water for construction and irrigation purposes as set forth in Section

8.6.1 below.
(b) Final Maps After January 1, 2024. This paragraph governs the dedication of water rights to the City with respect to final maps recorded after January 1, 2024. That certain East Area One Potable Water System Master Plan dated August 2017 (“PWMP”) for the Project was updated in 2023 by that certain Potable Water System Master Amendment dated July 25, 2022 based on actual water usage data for the 316 single-family homes occupied for all of 2022 and is pending approval. The yet-to-be approved PWMP is referred to hereafter as the “Final PWMP”. Upon recordation of the first final map recorded after January 1, 2024, Developer must transfer groundwater production equivalent to the Demand Rates set forth in Table 1 of the Final PWMP for the uses encompassed in that tract map, which includes the additional 25% buffer required under the SPMC. Developer must perform a water use study and monitoring program one year after issuance of the last certificate of occupancy for said tract to determine the actual per capita water use for the residential users within the Project. To the extent that the actual per capita residential use exceeds the 64 gpd rate, then Developer must transfer additional water rights to the City. To the extent that the actual per capita residential use is less than the transferred water rights, such excess transferred water rights can be applied as a credit toward satisfying the water rights transfer required for the second tract map. The actual per capita residential use rate for the first tract map or 64 gpd, whichever is less, will be used to calculate the projected water demand for the for the second final tract map, and the water rights for the second tract map must be transferred to the City prior to recordation of the second final tract map. This procedure must be repeated for each subsequent final map through buildout of the Project. The groundwater rights transferred to City pursuant to this section are subject to Developer’s right to use such water for construction and irrigation purposes as set forth in Section 8.6.1 of the Development Agreement. As of September 1, 2023, Developer has transferred approximately 155.16 AFY to the City pursuant to this Section

3.2.2.”
20 65283.00302\41948149.5
7 E. Section 3.3.2 (Traffic Circulation Infrastructure), as previously amended in Amendment No. 2 to the Development Agreement, is further amended to state as follows:
“3.3.2 Traffic Circulation Infrastructure.
(a) 1
st Certificate of Occupancy. Before occupancy of any residences within the Project, Developer must construct sufficient traffic improvements to provide access, as follows:
(i) Telegraph/Hallock. Notwithstanding Mitigation Measure, T-2 set forth in the EAO FEIR, which requires Developer to pay its pro rata share of the costs, Developer must install the traffic signal and reconfigure the intersection of Telegraph Road and Hallock Drive, as described in said Mitigation Measure, before City issues a final certificate of occupancy for the 1st residential dwelling unit in the Project.
(b) 1,000th Certificate of Occupancy. Before the City issues the 1,000 th residential
certificate of occupancy, Developer must provide sufficient access as follows:
(i) SR-126/Hallock. Notwithstanding Mitigation Measure T-1 set forth in the EAO FEIR, which requires Developer to pay its pro rata share of the costs, Developer must widen and reconfigure the intersection of SR-126 and Hallock Drive, as described in said Mitigation Measure, before City issues a final certificate of occupancy for the 1,000th residential dwelling unit in the Project. Should completion of the intersection improvement be delayed for causes beyond Developer’s control (e.g. needed property acquisitions and agency approvals), and the delay causes significant traffic circulation impacts, Developer agrees to make traffic improvements necessary to mitigate those impacts. Such improvements shall be made upon City’s request and at no cost to the City.
(c) Santa Paula Street Bridge Completion. Notwithstanding the timing requirements and thresholds set forth in Section 3.1.1 of this Agreement (as clarified in Operating Memorandum No. 4), the parties have agreed to the following additional requirements for commencement and completion of the Santa Paula Bridge, as required by the Ventura County Fire District (VCFD):
(i) Developer shall commence construction of the Santa Paula Street Bridge within twelve (12) months after receiving all required permits and plan approvals, and subject to the Army Corps of Engineers Section 408 permit restrictions that require all temporary construction work within Santa Paula Creek be completed in the dry season, between the months of May through September.
(ii) Developer shall complete construction of the Santa Paula Street Bridge within twenty-four (24) months of commencing construction. No building permits or certificates of approval shall be issued beyond the 1,261 units approved through Phase II (Foothill Neighborhood) until the Santa Paula Street Bridge is substantially completed and available for emergency access use.
21 65283.00302\41948149.5
8 (iii) Prior to commencement of construction of the Santa Paula Street Bridge and prior to issuance of the first building permit in Phase II (Foothill Neighborhood), Developer shall enter into an offsite improvement agreement with City, in substantially the form attached hereto as Exhibit K (“Offsite Improvement Agreement”),. to secure timely completion of the Santa Paula Creek Bridge and shall provide a performance bond in the total estimated construction costs, including estimated future soft costs, in the approximate amount of Eleven Million Dollars ($11,000,000), which security shall be released at the earlier to occur of: (1) completion and acceptance of the Santa Paula Creek Bridge, or (2) City receipt of CFD bond proceeds in the amount of the performance bond, which proceeds shall be paid to Developer upon completion and acquisition of the Santa Paula Creek Bridge pursuant to the terms of the Funding, Construction and Acquisition Agreement – Harvest Community Facilities District No. 1, dated March 1, 2017, as may be amended.
(iv) Developer shall continue to provide emergency secondary access to the Project and shall continue to use its good faith and commercially reasonable efforts to construct an additional emergency access connecting the Project site to E. Telegraph Road using Dike Road and/or Texas Lane, along an alignment approved by the City and VCFD, subject to the parties successfully acquiring all necessary easements, permits and other approvals (the “Dike Road Emergency Access”). Upon completion of Dike Road Emergency Access, Developer shall grant a temporary emergency access easement to VCFD, the City, and if necessary, the Ventura County Watershed Protection District (VCWPD) for the portions of the Dike Road Emergency Access constructed on the Project site.
(v) 12th/Santa Paula. Notwithstanding Mitigation Measure T-3 set forth in the EAO FEIR, which requires Developer to pay its pro rata share of the costs, Developer must install a traffic signal and reconfigure the intersection of 12th Street and Santa Paula Street as described in said Mitigation Measure, before or concurrent with the completion of the new Santa Paula Street Bridge.
(vi) SR-150/10th/Santa Paula. Notwithstanding amended Mitigation Measure T-7 set forth in the EAO FEIR, which requires Developer to pay its pro rata share of the costs, Developer must reconfigure and widen the intersection of Ojai Road (SR-150)/10th Street and Santa Paula Street as described in said Mitigation Measure, before or concurrent with the completion of the new Santa Paula Street Bridge and subject to receipt of Caltrans and other required approvals.
(vii) Palm/Santa Paula. Notwithstanding Mitigation Measure T-10 set forth in the EAO FEIR, which requires Developer to pay all costs, Developer must reconfigure the intersection of Palm Avenue and Santa Paula Street as described in said Mitigation Measure, before or concurrent with the completion of the new Santa Paula Street Bridge. 22 65283.00302\41948149.5
9 (e) Reimbursement. Developer is entitled to reimbursement for the portion of the costs of the traffic improvements set forth in this section above to the extent that they exceed the Project's pro rata share, as set forth below.
(f) City Assistance. City must cooperate with Developer and exercise its powers to implement the traffic and circulation mitigation measures set forth above and in the SEIR and EAO FEIR.”
F. Section 3.5.4 (Elementary School Site) of the Development Agreement is deleted in its entirety, and the 10.8 acres of land reserved for an elementary school shall be designated for residential or other allowed uses as set forth in Amendment No. 4 to the Specific Plan.

G. Section 3.8 (Wastewater Treatment Contribution) of the Development Agreement is amended in its entirety to state as follows:
“3.8 Wastewater Treatment Contribution. Developer must pay $3,666.67 to City before City issues each certificate of occupancy for the first 1,500 residential dwelling units in the Project, not to exceed a total of $5,500,000.00, which shall be used by City toward the cost of the City’s Water Recycling Facility, which will consequently reduce future user’s rates. .” H. Section 3.9 (Development Impact Fees) of the Development Agreement is hereby revised in its entirety to state as follows:
“3.9 Development Impact Fees.

3.9.1 Development Impact Fees for First 1,500 Residential Units. In accordance with SPMC Chapter 160, Developer must pay City development impact fees for the first 1,500 residential dwelling units in the Project pursuant to Resolution No. 6230 Exhibit A, which is attached hereto as Exhibit E and incorporated herein by reference, subject to the Fee Credits described in this paragraph. Developer is entitled to credit against the City’s Law Enforcement Facilities and Fire Suppression Facilities (DIF East Areas) Fee for all amounts spent on the Public Safety Facility described in paragraph 3.6 of this Agreement. Developer is entitled to credit against the City’s Bridges, Signals and Thoroughfares Fee for all amounts spent on the Santa Paula Street Bridge and other off-site roadway improvements described in Sections 3.3.1 and 3.3.2 of this Agreement. Developer is entitled to credit against the City’s Water Distribution Facilities Fee for all amounts spent on the new, two-million-gallon water tank described in Section

3.2.1 of this Agreement. Developer is entitled to credit against the City’s Storm Drainage Facilities Fee for all amounts spent on the Haun Creek Detention Basin described in Section 3.4 of this Agreement. Developer is entitled to credit against the City’s General Government Facilities Fee, Library Expansion Fee, and Public Meeting Facilities Fee for the Five Million Dollars ($5,000,000) Joint Civic Facility In Lieu Fee described in Section 3.5.2 of this Agreement.

Developer is entitled to credit against the Parkland Facilities Development Fee for all amounts 23 65283.00302\41948149.5
10 spent on the Santa Paula Creek Sports Park and other park and open space facilities described in Sections 3.1.1 through 3.1.3 of this Agreement. For each of the categories of fee credits described herein, the total credits to the Developer are expected to exceed applicable fees, and therefore, Developer is not required to pay any of the creditable fees described in this Section at the time the City issues building permits or, as applicable, certificates of occupancy. Nevertheless, Developer is informed that this section serves as notice pursuant to Government Code § 66020(d) that the City of Santa Paula is imposing impact fees upon the project in accordance with the Mitigation Fee Act (Government Code § 66000, et seq.) and the SPMC. Developer is informed that it may protest such fees in accordance with Government Code § 66020.

3.9.2 DIF for Residential Units In Excess of Initial 1,500 Units. In recognition of the substantial public improvements constructed and to be constructed by Developer in excess of the City Development Impact Fees referenced in Section 3.9.1 of this Agreement, as well as the specific priorities of the City with respect to public facilities and infrastructure, the parties agree that for all residential dwelling units in the Project in excess of the first 1,500 units, the Developer shall not be subject to the City’s Development Impact Fees set forth in SPMC Chapter 160 (nor shall Developer receive the credits described in Section 3.9.1 for the units subject to this Section

3.9.2), and instead, Developer shall be subject to the following development impact fees and obligations:
(a) Police Facilities. In recognition of Developer’s payment of $4,750,000 and its contribution of approximately 1.5 acres of land for public safety facilities pursuant to Section

3.6 of the Development Agreement, and in light of the City’s priority of funding improvements to the existing police station, the parties agree that Developer shall pay $1,818 per residential dwelling unit prior to issuance of a building permit for each residential dwelling unit in the Project in excess of the first 1,500 units.
(b) Fire Protection Facilities. In recognition of Developer’s payment of $4,750,000 and its contribution of approximately 1.5 acres of land for public safety facilities pursuant to Section 3.6 of the Development Agreement, the parties agree that Developer is exempt from the fee for “Fire Suppression Facilities DIFs East Areas” shown in Exhibit E. (c) General Government Facilities and Equipment. In recognition of Developer’s payment of the $2,500,000 Civic Facility In Lieu Fee pursuant to Section 3.5.2 of this Agreement, and in light of the City’s priority of funding the study, design and engineering for City Hall and Corporate Yard renovations, the parties agree that Developer shall pay $636 per residential dwelling unit prior to issuance of a building permit for each residential dwelling unit in the Project in excess of the first 1,500 units.
(d) Library Facilities. In recognition of Developer’s payment of the $2,500,000 Civic Facility In Lieu Fee pursuant to Section 3.5.2 of the Development Agreement, and in light of the City’s priority of funding new and expanded library facilities, the parties agree that 24 65283.00302\41948149.5
11 Developer shall pay $2,180 per residential dwelling unit prior to issuance of a building permit for each residential dwelling unit in the Project in excess of the first 1,500 units. (e) Park Facilities. In recognition of Developer’s payment of $6,000,000 and its obligation to contribute approximately 37 acres of land for the Santa Paula Creek Sports Park pursuant to Section 3.1.1 of this Agreement, and its additional obligations under Section 3.1.1(b) set forth above, the parties agree that Developer is exempt from the Parkland Facilities Fee. (f) Traffic and Circulation Improvements. In recognition of Developer’s roadway and other circulation improvement obligations set forth in Section 3.3 of this Agreement, which are anticipated to cost in excess of $24 million, and in light of the City’s priority of funding certain circulation and beautification improvements on Telegraph Road between Hallock Drive and 12th Street, the parties agree that Developer shall pay $2,000 per residential dwelling unit prior to issuance of a building permit for each residential dwelling unit in the Project in excess of the first 1,500 units. Developer shall also pay $1,000 per residential dwelling unit prior to issuance of a building permit for each residential dwelling unit in the Project in excess of the first 1,500 units to fund the extension of an existing bike trial to the Santa Paula Creek Sports Park. (g) Drainage Facilities. In recognition of Developer’s construction of extensive storm drain improvements costing in excess of $5 million, including the Haun Creek Detention Basin described in Section 3.4 of the Development Agreement, the parties agree that Developer is exempt from this fee.
(h) Wastewater Facilities. In recognition of Developer’s payment of $5,500,000 pursuant to Section 3.8 of the Development Agreement, as well as Developer’s obligation to construct extensive off-site improvements to public sewer facilities, the parties agree that Developer will pay the $780 per unit sewer collection fee in Exhibit E prior to issuance of a certificate of occupancy for each residential dwelling unit in the Project in excess of the first 1,500 units. In addition to the foregoing sewer collection fee, Developer will pay a $4,127.34 per unit wastewater facilities fee based on the City’s 2016 Fee Study prior to issuance of a building permit for each residential dwelling unit in the Project in excess of the first 1,500 units but not to exceed the 1,750th unit. The 1751
st through 2050th unit will be exempt from wastewater facilities fees. (i) Water Facilities. In recognition of Developer’s construction of extensive public water facilities estimated to cost in excess of $24 million, including the water tanks and related improvements described in Section 3.2.1 of the Development Agreement, the parties agree that Developer is exempt from this fee.
(j) Payment of DIF Prior to Certificate of Occupancy. For all residential dwelling units in the Project in excess of the first 1,500 units, Developer will pay development impact fees before issuance of a certificate of occupancy unless specified otherwise in this Agreement for a particular fee.”
25 65283.00302\41948149.5
12 4. Revisions to Article 8. Article 8 (Other Commitments of City and Developer) of the Development Agreement is amended as follows:

A. Section 8.6.6 of the Development Agreement is amended in its entirety to state as follows:
“8.6.6 Growth Management Allocations. To the extent applicable during the term of this Agreement, City agrees to approve a Growth Management Allocation of 2,050 residential dwelling units for the Specific Plan in accordance with SPMC Chapter 16.106.” B. Section 8.7.1 (Public Benefit Housing) of the Development Agreement, as amended by Amendment No. 2 to the Development Agreement, is further amended to add a new Section 8.7.1(f), as follows:
“(f) Additional Funding for the Down Payment Assistance Fund. Developer shall provide additional funding for the Down Payment Assistance Fund by paying a per unit fee of $500 prior to the issuance of a certificate of occupancy for each residential dwelling unit in the Project in excess of the first 1,500 units.”
C. Section 8.7.2 (Inclusionary Housing) of the Development Agreement is amended in its entirety to state as follows:
“8.7.2 Inclusionary Housing. In lieu of providing very-low-, low-, and moderate-income housing within the Project, Developer will make the following contributions to the City’s Affordable Housing Trust Fund, which must be used by the City for constructing affordable housing. For the first 1,500 residential dwelling units within the Project, Developer shall contribute a total of $6,500,000 to the City’s Affordable Housing Trust Fund, which will be paid at a per unit rate of no less than $4,642.86 upon issuance of a certificate of occupancy for each market-rate residential unit. For the additional 550 residential dwelling units described in Section

2.2, Developer shall meet or exceed its obligation to construct or fund affordable housing units under the City’s Inclusionary Housing Ordinance by providing the gap financing identified by the City as necessary for the successful development of the affordable multi-family rental housing project in the City proposed by Red Tail Multifamily Land Development, LLC, consisting of 36 very-low income units, 130 low-income units, and 132 market-rate units to be located at 18004 East Telegraph Road (APN: 107-0-042-015) (“Red Tail Project”). Specifically, Developer shall contribute a total of $5,500,000 to the City’s Affordable Housing Trust Fund, which shall be paid no later than 30 days before City enters a loan or equivalent instrument to fund the Red Tail Project (the “Red Tail Payment Trigger”). Should the Red Tail Payment Trigger not occur for any reason, in lieu of making the $5,500,000 payment specified above, Developer will (i) contribute a total of $5,500,000 plus an annual increase of $400,000 per year commencing on January 1, 2025, up to a maximum payment of $8,250,000 to the City’s Affordable Housing Trust Fund to be used for alternative offsite rental housing development of at least 50 very-low and low-income units, as determined by City (a “Replacement Project Contribution”), or if no Replacement Project 26 65283.00302\41948149.5
13 Contribution has been made prior to issuance of the 1,501st certificate of occupancy, (ii) pay an in lieu fee to the City’s Affordable Housing Trust Fund of $15,000 per unit prior to issuance of each certificate of occupancy. City agrees to reasonably cooperate in providing documentation at Developer’s request to ensure appropriate treatment of this contribution for tax purposes, at no risk or cost to the City.”

5. Cooperation; Further Acts. Each party agrees to provide reasonable assistance to the other and cooperate to carry out the intent and fulfill the provisions of this Third Amendment.

Each of the parties shall promptly execute and deliver all documents and perform all acts as necessary to carry out the matters contemplated by this Third Amendment.

6. Integration. This Third Amendment reflects the complete understanding of the parties with respect to the subject matter hereof. To the extent this Third Amendment conflicts with the Development Agreement, or any operating memorandum thereto, this Third Amendment supersedes the Development Agreement, the prior amendments thereto, and all operating memoranda. In all other respects, the parties hereto re-affirm and ratify all other provisions of the Development Agreement. From and after the Effective Date of this Third Amendment, whenever the term “Agreement” appears in the Development Agreement, it shall mean the Development Agreement as amended by the First Amendment, the Second Amendment, and this Third Amendment. This Third Amendment shall be recorded against the Project Site following its full execution.

7. Effective Date. The effective date of this Third Amendment shall be the later to occur of: (i) the effective date of the City ordinance adopted to authorize approval and execution of this Third Amendment, and (ii) the City’s approval of SP Amendment No. 3.

8. Counterparts. This Third Amendment may be executed in counterparts, each of which shall be deemed an original, and all such counterparts, when taken together, shall constitute one agreement.

9. Authority. The person or persons executing this Agreement on behalf of the CITY and DEVELOPER warrant and represent that they have the authority to execute this Agreement and the authority to bind the CITY and DEVELOPER, as applicable, to the performance of their respective obligations hereunder.
[SIGNATURES ON FOLLOWING PAGE]
27 65283.00302\41948149.5
14 SIGNATURE PAGE
TO

THIRD AMENDMENT
TO

DEVELOPMENT AGREEMENT
IN WITNESS WHEREOF, the City and the Developer have signed this Third Amendment, by and through the signatures of their authorized representatives as of the dates indicated below.

CITY OF SANTA PAULA,
a California municipal corporation
By:____________________________
Dan Singer
City Manager
Date: ___________________________
ATTEST:

Julie Latshaw
City Clerk
Date: ___________________________
APPROVED AS TO FORM:

Monica Castillo
City Attorney
Date: ___________________________

LIMONEIRA LEWIS COMMUNITY

BUILDERS, LLC,
a Delaware Limited Liability Company
By:_____________________________________
Limoneira Authorized Agent
Date: ___________________________
By:_____________________________________
Lewis Authorized Agent
Date: ___________________________
28 EXHIBIT A
Supplemental Sports Park Improvements
29 Sports Park ‐ City of Santa Paula
Estimated Park Contribution Uses
Estimated
Budget
Phase I $2,750,000.00
Overhead Lighting
Tennis Courts 2 (Fence/Gate/Eqp)
Pickle Bal Court 4 (Stripping/Eqp)
Restroom/Concession #2
Baseball Outfield Fence
Phase II $1,250,000.00
Irrigation
Turf and/or Ground Cover
Walking Track/BBQ/Lighting
Community Gathering Space Areas
Total Budget $4,000,000.00
Note ‐ Actual costs will depend on specfications and timing of purchasing of specific approved improvements.
1/16/24 30

EXHIBIT B
Sports Park Implementation Agreement
31 SPORTS PARK IMPLEMENTATION AGREEMENT
This Sports Park Implementation Agreement (the "Agreement") by and between the City of Santa Paula, a municipal corporation ("City"), and Limoneira Lewis Community Builders, LLC, a Delaware limited liability company ("Developer"), is made and entered into as of IV\ tvo,h , 2021. (City and Developer are from time to time referred to in this Agreement as a "party" and collectively as the "parties.")

RECITALS
A. City and Limoneira Company ("Limoneira") entered into the First Amended and Restated Development Agreement as of February 26, 2015 (the "Development Agreement") and Developer and City entered into Amendment No. 1 to the Development Agreement as of March 18, 2020 ("Amendment No. 1") relating to the development of the "Project Site" as defined in the Development Agreement. Developer took an assignment of the Development Agreement from Limoneira in 2015.

B. In furtherance of the development of the Project Site and at the request of Developer, the City established its Community Facilities District No. 1 ("CFD No. 1") and designated three improvement areas of CFD No. 1 (each, an "Improvement Area"). Within each Improvement Area, special taxes have been authorized to be levied, and bonds secured by such special taxes have been authorized to be issued, to finance, among other things, various City improvements to be constructed by, or on behalf of, the Developer (the "Acquisition Improvements").

C. In conjunction with the formation of CFD No. 1, City and Developer entered into a Funding, Construction and Acquisition Agreement dated March 1, 2017 (the "Acquisition Agreement"). The Acquisition Agreement sets forth the requirements for the bidding, contracting and City inspection of the Acquisition Improvements.

D. Section 3.1.1(a) of the Development Agreement requires Developer to construct the Santa Paula Creek Sports Park in phases within 5 years after the Development Agreement became effective, or before City issues a final certificate of occupancy for the 750th residential dwelling unit within the Project, whichever comes first. Pursuant to Amendment No. 1, City extended the date for construction of the first approximately 23-acre phase of the Santa Paula Creek Sports Park to February 26, 2022 or the issuance of such 750th final certificate of occupancy (the "Park Condition"). The Santa Paula Creek Sports Park is one of the Acquisition Improvements.

E. Amendment No. 1 limits the amount of costs Developer is required to incur with respect to the Santa Paula Creek Sports Park to $6,000,000 (the "Developer's Cap"). The Developer's Cap is subject to adjustment with each Annual Review.

F. Amendment No. 1 permits City to contribute funding towards the costs of the Santa Paula Creek Sports Park in excess of the Developer's Cap.

SPORTS PARK IMPLEMENTATION AGREEMENT
This Sports Park Implementation Agreement (the "Agreement") by and between the City of Santa Paula, a municipal corporation ("City"), and Limoneira Lewis Community Builders, LLC, a Delaware limited liability company ("Developer"), is made and entered into as of tA(Awn ‘1 , 2021. (City and Developer are from time to time referred to in this Agreement as a "party" and collectively as the "parties.")

B. In furtherance of the development of the Project Site and at the request of Developer, the City established its Community Facilities District No. 1 ("CFD No. 1") and designated three improvement areas ofCFD No. 1 (each, an "Improvement Area"). Within each Improvement Area, special taxes have been authorized to be levied, and bonds secured by such special taxes have been authorized to be issued, to finance, among other things, various City improvements to be constructed by, or on behalf of, the Developer (the "Acquisition Improvements").

D. Section 3.1.1(a) of the Development Agreement requires Developer to construct the Santa Paula Creek Sports Park in phases within 5 years after the Development Agreement became effective, or before City issues a final certificate of occupancy for the 750th residential dwelling unit within the Project, whichever comes first. Pursuant to Amendment No. 1, City extended the date for construction of the first approximately 23 -acre phase of the Santa Paula Creek Sports Park to February 26, 2022 or the issuance ofsuch 750t1 final certificate of occupancy (the "Park Condition"). The Santa Paula Creek Sports Park is one of the Acquisition Improvements.

F. Amendment No. 1 permits City to contribute funding towards the costs ofthe Santa Paula Creek Sports Park in excess ofthe Developer's Cap.

G. City has approved plans for the Santa Paula Creek Sports Park as described in (the "Park Plans") and as depicted in Exhibit A attached hereto. It is expected the total cost of the Santa Paula Creek Sports Park, including, without limitation, all design, #201538 vi 9088.35
32 engineering, plan check, construction and inspection costs, will exceed the Developer's Cap. The purpose of this Agreement is to provide for the funding of the costs of the Santa Paula Creek Sports Park in excess of the Developer's Cap.

H. Capitalized terms used in this Agreement that are not otherwise defined shall have the meaning ascribed to them in the Development Agreement.

AGREEMENT

1. Bidding and Construction of Santa Paula Creek Sports Park. Within thirty (30) days following execution of this Agreement by all parties, Developer shall proceed to solicit bids and enter into contracts for the construction of the first phase of the Santa Paula Creek Sports Park in accordance with the Park Plans and pursuant to the procedures set forth in the Acquisition Agreement. Provided the total amount of the lowest responsive bids to be accepted for construction of the Santa Paula Creek Sports Park are equal to or less than $[Developer's Cap plus $5,000,000], Developer shall proceed diligently to execute the associated construction contracts and commence and diligently prosecute completion of construction. If the amount of lowest, responsive bids exceeds $[Developer's Cap plus $5,000,000], City shall either agree to reductions in the scope of the construction in order to reduce the cost below such amount or the parties shall amend this Agreement in order to specify additional sources of City funding of the excess costs.

2. Funding of Santa Paula Creek Sports Park. As of December 31, 2020, Developer had incurred costs of $409,932 with respect to the design, engineering, preparation of the Park Plans and other costs for the Santa Paula Creek Sports Park. Developer shall be responsible for such costs plus the first $[Developer's Cap minus $409,932] of additional costs incurred for the construction of the Santa Paula Creek Sports Park, which combined amount equals the Developer's Cap. The remaining costs shall be funded as set forth below in this Section 2. a. Within ninety (90) days following the execution of this Agreement, City shall provide written notice to Developer either (i) that City intends to provide funding for the next $2,500,000 in costs ("City Funding Election") or (ii) that City wishes Developer to advance that amount ("Developer Advance"). Pursuant to the City Funding Election, once the Developer has incurred costs for the Santa Paula Creek Sports Park in the amount of the Developer's Cap, Developer shall begin to provide City with monthly invoices for the amounts incurred in the previous month, which invoices shall be paid by City to Developer within 30 days of receipt. If the City elects for the Developer to make a Developer Advance, the amount advanced by the Developer in excess of the Developer's Cap, not to exceed $2,500,000, shall be deemed to satisfy an equal amount of the first $2,500,000 payment of the Joint Civic Facility in Lieu Fee required by Section 3.5.2 of the Development Agreement. The actual amounts paid by Developer pursuant to the Developer Advance shall accrue interest at the rate of 5% annualized from the date of payment until the date the City issues the 500th Certificate of Occupancy within the Project. b. Within 180 days following the execution of this Agreement, City shall provide written notice to Developer if it wishes to make the City Funding Election or require a Developer Advance for up to the next $2,500,000 in costs of constructing the Santa Paula Creek Sports Park in excess of $[Developer's Cap plus $2,500,000]. In each case, the election selected by City shall be handled in the same manner described above with respect to the first $2,500,000 except that the Developer Advance shall be deemed to satisfy an equal amount of the second $2,500,000 payment #201538 vl 9088.35 2
engineering, plan check, construction and inspection costs, will exceed the Developer's Cap. The purpose ofthis Agreement is to provide for the funding ofthe costs ofthe Santa Paula Creek Sports Park in excess ofthe Developer's Cap.

H. Capitalized terms used in this Agreement that are not otherwise defined shall have the meaning ascribed to them in the Development Agreement.

AGREEMENT

1. Bidding and Construction of Santa Paula Creek Sports Park. Within thirty (30) days following execution of this Agreement by all parties, Developer shall proceed to solicit bids and enter into contracts for the construction ofthe first phase ofthe Santa Paula Creek Sports Park in accordance with the Park Plans and pursuant to the procedures set forth in the Acquisition Agreement. Provided the total amount of the lowest responsive bids to be accepted for construction ofthe Santa Paula Creek Sports Park are equal to or less than $[Developer's Capplus $5,000,000], Developer shall proceed diligently to execute the associated construction contracts and commence and diligently prosecute completion of construction. If the amount of lowest, responsive bids exceeds $[Developer's Cap plus $5,000,000], City shall either agree to reductions in the scope ofthe construction in order to reduce the cost below such amount or the parties shall amend this Agreement in order to specify additional sources of City funding ofthe excess costs.

2. Funding of Santa Paula Creek Sports Park. As of December 31, 2020, Developer had incurred costs of $409,932 with respect to the design, engineering, preparation of the Park Plans and other costs for the Santa Paula Creek Sports Park. Developer shall be responsible for such costs plus the first $[Developer's Cap minus $409,932] of additional costs incurred for the construction ofthe Santa Paula Creek Sports Park, which combined amount equals the Developer's Cap. The remaining costs shall be funded as set forth below in this Section 2. a. Within ninety (90) days following the execution of this Agreement, City shall provide written notice to Developer either (i) that City intends to provide funding for the next $2,500,000 in costs ("City Funding Election") or (ii) that City wishes Developer to advance that amount ("Developer Advance"). Pursuant to the City Funding Election, once the Developer has incurred costs for the Santa Paula Creek Sports Park in the amount of the Developer's Cap, Developer shall begin to provide City with monthly invoices for the amounts incurred in the previous month, which invoices shall be paid by City to Developer within 30 days ofreceipt. If the City elects for the Developer to make a Developer Advance, the amount advanced by the Developer in excess ofthe Developer's Cap, not to exceed $2,500,000, shall be deemed to satisfy an equal amount ofthe first $2,500,000 payment of the Joint Civic Facility in Lieu Fee required by Section 3.5.2 ofthe Development Agreement. The actual amounts paid by Developer pursuant to the Developer Advance shall accrue interest at the rate of 5% annualized from the date of payment until the date the City issues the 500th Certificate of Occupancy within the Project. b. Within 180 days following the execution of this Agreement, City shall provide written notice to Developer ifit wishes to make the City Funding Election or require a Developer Advance for up to the next $2,500,000 in costs of constructing the Santa Paula Creek Sports Park in excess of $[Developer's Cap plus $2,500,000]. In each case, the election selected by City shall be handled in the same manner described above with respect to the first $2,500,000 except that the Developer Advance shall be deemed to satisfy an equal amount ofthe second $2,500,000 payment #201538 vi 9088.35 2
33 of the Joint Civic Facility In Lieu Fee and shall accrue interest at 5% annualized until the date the City issues the 1,000th Certificate of Occupancy within the Project. The City shall pay Developer the full amount of accrued interest on the first Developer Advance within 30 days following issuance of the 500th Certificate of Occupancy and on the second Developer Advance within 30 days following issuance of the 1,00O11Certificate of Occupancy. In each such case, Developer shall provide City a written accounting of the date and amount of each payment made pursuant to a Developer Advance and proof of payment.

3. Satisfaction of Park Condition. The Park Condition shall be deemed satisfied when Developer has expended an amount equal to the Developer's Cap on costs of the Santa Paula Creek Sports Park.

4. Acquisition of Santa Paula Creek Sports Park. Upon completion of the Santa Paula Creek Sports Park, Developer may submit the required documentation to the City and CFD No. 1 for acquisition of the Santa Paula Creek Sports Park with the proceeds of special taxes and bonds of one or more of the Improvement Areas. The acquisition price to be paid for the Santa Paula Creek Sports Park shall equal only the amount of costs paid by Developer, including amounts paid pursuant to the Developer Advance(s), and shall not include funds advanced by City pursuant to the City Funding Election(s) or interest accrued on Developer Advances.

5. Assignment. Developer may assign this Agreement or any right or duty hereunder without the express written approval of the City; provided, however, Developer shall not be released of a duty unless the assignee expressly assumes such duty. Developer shall provide written notice to the City of any such assignment.

6. Prompt Action. All consents, approvals and determinations required of either the City or Developer pursuant to this Agreement shall be promptly given or made, and shall not be unreasonably withheld.

7. General. This Agreement, together with the agreements and other undertakings described herein, contains the entire agreement between the parties with respect to the matters herein provided for, and may be amended by subsequent written agreement signed on behalf of both parties. This Agreement is for the exclusive benefit of Developer and the City and shall not be construed to confer any rights or benefits upon any persons other than the City and Developer.

This Agreement shall, however, inure to the benefit of and be binding upon the successors and assigns of the parties. This Agreement shall be construed and governed by the Constitution and laws of the State of California. Should either party to this Agreement commence a court action or proceeding against the other party with respect to this Agreement, the party prevailing in such action or proceeding shall be entitled to receive from the losing party its attorneys' fees, expert witness fees, court costs, and other costs incurred by it in prosecuting or defending such action or proceeding. Any action arising out of this Agreement shall be brought in Ventura County, California, regardless of where else venue may lie. The captions of the sections of this Agreement are provided for convenience temporarily, and shall not have any bearing on the interpretation of any section hereof. This Agreement may be executed in several counterparts, each of which shall be an original of the same Agreement. If any of the provisions contained in this Agreement are for any reason held invalid or unenforceable, such holding shall not affect the remaining provisions or the validity and enforceability of the Agreement as a whole. #201538 vl 9088.35 3
ofthe Joint Civic Facility In Lieu Fee and shall accrue interest at 5% annualized until the date the City issues the 1,000th Certificate of Occupancy within the Project. The City shall pay Developer the full amount of accrued interest on the first Developer Advance within 30 days following issuance of the 500t1i Certificate of Occupancy and on the second Developer Advance within 30 days following issuance ofthe 1,000 Certificate of Occupancy. In each such case, Developer shall provide City a written accounting of the date and amount of each payment made pursuant to a Developer Advance and proof ofpayment.

3. Satisfaction of Park Condition. The Park Condition shall be deemed satisfied when Developer has expended an amount equal to the Developer's Cap on costs ofthe Santa Paula Creek Sports Park.

4. Acquisition of Santa Paula Creek Sports Park. Upon completion ofthe Santa Paula Creek Sports Park, Developer may submit the required documentation to the City and CFD No. 1 for acquisition of the Santa Paula Creek Sports Park with the proceeds ofspecial taxes and bonds of one or more of the Improvement Areas. The acquisition price to be paid for the Santa Paula Creek Sports Park shall equal only the amount of costs paid by Developer, including amounts paid pursuant to the Developer Advance(s), and shall not include funds advanced by City pursuant to the City Funding Election(s) or interest accrued on Developer Advances.

This Agreement shall, however, inure to the benefit of and be binding upon the successors and assigns ofthe parties. This Agreement shall be construed and governed by the Constitution and laws ofthe State of California. Should either party to this Agreement commence a court action or proceeding against the other party with respect to this Agreement, the party prevailing in such action or proceeding shall be entitled to receive fi-om the losing party its attorneys' fees, expert witness fees, court costs, and other costs incurred by it in prosecuting or defending such action or proceeding. Any action arising out of this Agreement shall be brought in Ventura County, California, regardless ofwhere else venue may lie. The captions ofthe sections ofthis Agreement are provided for convenience temporarily, and shall not have any bearing on the interpretation of any section hereof. This Agreement may be executed in several counterparts, each of which shall be an original of the same Agreement. If any of the provisions contained in this Agreement are for any reason held invalid or unenforceable, such holding shall not affect the remaining provisions or the validity and enforceability ofthe Agreement as a whole. #201538v1 9088.35 3
34 IN WITNESS WHEREOF, the City of Santa Paula, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested to by its City Clerk under the authority of Resolution No. adopted by the City Council of Santa Paula on the fl day of VI aval , 2021.

CITY:

CITY OF SANTA PAULA,
a municipal corporation
By:

ATTEST:

By:

City Clerk
OWNER:

LIMONEIRA LEWIS COMMUNITY

BUILDERS, LLC,
a Delaware limited liability company
By:

Its: Authorized Agent
#201538 vl 9088.35 4
IN WITNESS WHEREOF, the City of Santa Paula, a municipal corporation, has authorized the execution ofthis Agreement by its City Manager and attested to by its City Clerk under the authority of Resolution No. adopted by the City Council of Santa Paula on the nin day of VI aylAel ,2021.

CITY: OWNER:

CITY OF SANTA PAULA,
a municipal corporation
By:

ATTEST:

By:

City Clerk

LIMONEIRA LEWIS COMMUNITY

BUILDERS, LLC,
a Delaware limited liability company
By:

Its: Authorized Agent
#201538 vi 9088.35 4
35 EXHIBIT C
First Amendment to Sports Park Implementation Agreement 36 65283.00302\40891560.11

FIRST AMENDMENT TO

SPORTS PARK IMPLEMENTATION AGREEMENT
This First Amendment to Sports Park Implementation Agreement (the “First Amendment”) by and between the City of Santa Paula, a municipal corporation (“City”), and Limoneira Lewis Community Builders, LLC, a Delaware limited liability company (“Developer”), is made and entered into as of January 6, 2023. (City and Developer are from time to time referred to in this Agreement as a “party” and collectively as the “parties.”)

RECITALS
A. City and Limoneira Company (“Limoneira”) entered into the First Amended and Restated Development Agreement as of February 26, 2015 (the “Development Agreement”) and Developer and City entered into Amendment No. 1 to the Development Agreement as of March 18, 2020 (“Amendment No. 1”) relating to the development of the “Project Site” as defined in the Development Agreement. Developer took an assignment of the Development Agreement from Limoneira in 2015.

B. Section 3.1.1(a) of the Development Agreement requires Developer to construct the Santa Paula Creek Sports Park (the “Sports Park”) in phases within 5 years after the Development Agreement became effective, or before City issues a final certificate of occupancy for the 750th residential dwelling unit within the Project, whichever comes first. Pursuant to Amendment No. 1, City extended the date for construction of the first approximately 23-acre phase of the Santa Paula Creek Sports Park (“Phase 1”) to February 26, 2022 or the issuance of such 750th final certificate of occupancy.

C. Section 3.5.2 of the Development Agreement requires the Developer pay to City a fee in lieu of dedicating land and constructing a Civic facility within the Project (as those terms are defined in the Development Agreement) in the amount of Five Million Dollars ($5,000.000) (the “Joint Civic Facility In Lieu Fee”) as follows: Two 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.

D. Pursuant to 10.1.1 (Operating Memorandum) of the Development Agreement, the parties entered that certain Operating Memorandum No. 5, dated May 7, 2018, to clarify and confirm that the Joint Civic Facility In Lieu Fee may be used to construct civic facilities within the Sports Park.

E. Section 3.1.1 of the Development Agreement limits the amount of costs Developer is required to incur with respect to the Santa Paula Creek Sports Park to $6,000,000 (the “Developer’s Cap”).

F. The City is permitted to contribute funding towards the costs of the Santa Paula Creek Sports Park in excess of the Developer’s Cap. The Developer’s Cap is subject to an Annual Adjustment with each Annual Review as set forth in Section 3.10 of the Development Agreement.

The Annual Adjustment is calculated by any increase in the Consumer Price Index starting from March 2015 and ending March of the year preceding the City’s fiscal year that work is to be 37 65283.00302\40891560.11
#201538 v1 9088.35 2
constructed. The parties agree that the cumulative Annual Adjustments are equal to $1,339,350, as set forth in the schedule attached as Exhibit A. The sum of the Developer’s Cap plus the Annual Adjustments equals $7,339,350 (the “Adjusted Developer’s Cap”).

G. To facilitate financing construction of Phase I of the Sports Park, the parties entered into the Sports Park Implementation Agreement as of March 17, 2021 so that the City could receive an advance of, or borrow from itself funds equal to, the yet-to-be-due Joint Civic Facility In Lieu Fee as needed to complete Phase 1 (the “Sports Park Agreement”).

H. As of December 31, 2020, Developer had incurred $422,643 in costs with respect to the Sports Park. The Parties agree that the Developer’s total financial obligation toward building the Sports Park (and satisfying its obligations with respect to the Joint Civic Facility In Lieu Fee), is the sum of the Joint Civic Facility In Lieu Fee of $5,000,000 and the Adjusted Developer’s Cap of $7,339,350, totaling $12,339,350.

I. In accordance with the Development Agreement, the first payment of $2,500,000 Joint Civic Facility In Lieu Fee was due to the City on or about July 25, 2022 when the City issued the 500th certificate of occupancy, and the second payment of $2,500,000 is due when the City issues the 1,000th certificate of occupancy, which is currently anticipated to occur in 2026.

J. As of January 4, 2023, Developer had incurred known costs to date totaling $10,012,174.02 out of the contracted commitments totaling $12,034,579, with estimated future change orders totaling $257,000, for a total estimated cost of $12,291,579 to complete Phase 1 of the Sports Park. The known costs incurred through January 4, 2023 of $10,012,174.02 consist of $8,486,130 paid to date by Developer plus the following two outstanding pay requests that have been approved by Developer and the City: (i) pay request No. 10 from Environmental Construction, Inc. (“ECI”) for October 2022, in the amount of $775,057.45, which is currently outstanding and owing to ECI (“Pay Request No. 10”); and (ii) pay request No. 11 from ECI for November 2022, in the amount of $750,986.57 (“Pay Request No. 11”) (collectively, the “Outstanding Pay Requests”). The known costs incurred through January 4, 2023 of $10,012,174.02 exceed the Adjusted Developer Cap by $2,672,824.02 (the “Excess Payment Due Developer”).

K. City Council approved a change order to add $175,000 in City funds for completion of Phase 1 of the Sports Park, which increases the available funding to $12,514,350 ($12,339,350 + $175,000).

L. The purpose of this First Amendment is to confirm amounts owed between the parties, provide for the payment of Pay Request No. 10, provide for the funding of all remaining costs to complete Phase 1 of the Sports Park, and to formalize the Sports Park acceptance and turnover to the City.

M. Capitalized terms used in this First Amendment that are not otherwise defined shall have the meaning ascribed to them in the Sports Pak Agreement or the Development Agreement, as applicable.
38 65283.00302\40891560.11
#201538 v1 9088.35 3

AGREEMENT

1. Payment of First Joint Civic Facility In Lieu Fee. Consistent with the Development Agreement and upon execution of this First Amendment, Developer shall pay to the City the first half of the Joint Civic Facility In Lieu Fee in the amount of $2,500,000 which came due on or about July 25, 2022 when the 500th certificate of occupancy was issued. City agrees said payment shall be used to pay the Excess Payment Due Developer of $2,672,824.02 and future pay requests as they are submitted to and approved by the City.

2. Payment of Outstanding Pay Requests. Concurrent with execution of this First Amendment and receipt of Developer’s $2,500,000 payment described in paragraph 1 above, City shall pay to Developer an amount equal to the Excess Payment Due Developer (which includes the amounts necessary for Developer to pay the City-approved Outstanding Pay Requests for Pay Request No. 10 ($775,057.45) and Pay Request No. 11 ($750,986.57), which Developer shall use to promptly pay ECI for the Outstanding Pay Requests. The total amount to be paid by City to Developer pursuant to this provision is $2,672,824.02.

3. Payment of Future Pay Requests. Developer shall continue to promptly provide City with copies of each pay request received, and within 10 business days of receipt thereof, City shall pay Developer an amount equal to that pay request, which Developer shall use to promptly pay the outstanding pay request. By way of example only, Developer expects to receive the December 2022 pay request on or about January 20, 2023, and will submit same to City after reviewing and approving the pay request. Within 10 business days of receipt of that pay request, City shall pay Developer the amount of the pay request, and Developer will use said funds to pay the December 2022 pay request.

If the City fails to timely pay Developer for any of the remaining pay requests, Developer shall have the right to pay the pay request. Any such payments by Developer shall be considered a Developer Advance which City agrees to repay to Developer. All actual amounts paid by Developer pursuant to any Developer Advance shall accrue interest at the rate of 7.5% annualized from the date of payment until the date the City repays the Developer Advance. The repayment amount shall equal the Developer Advance plus interest that accrued up to the date of repayment.

Developer shall provide City a written accounting of the date and amount of each payment made pursuant to a Developer Advance and proof of payment, as well as any repayments made by the City.

4. Satisfaction of Park Condition. City agrees that upon execution of this agreement and payment of the Excess Payment Due Developer to Developer, and payment of Joint Civic Facility In Lieu Fee to City, pursuant to the terms and conditions set forth in this First Amendment, the Park Condition shall be deemed fully satisfied. Notwithstanding satisfaction of the Park Condition, Developer agrees it will cause ECI to complete the remainder of Phase 1 by processing pay requests with the City pursuant to paragraph 3, with all costs in excess of the Adjusted Developer’s Cap to be paid by the City.

5. Sports Park City Acceptance and Turnover. Upon completion of Sports Park Phase 1 improvements in accordance with City approved plans and permits, Developer shall provide a notice of completion to the City. Upon receipt of the notice of completion from the Developer, the City shall have 30 calendar days to inspect and provide a list of items to complete (“Punch 39 65283.00302\40891560.11
#201538 v1 9088.35 4
List”) by the Developer. Upon Developer completion of Punch List items, City shall have 30 calendar days to approve or disapprove completion of Punch List items, and shall not add additional conditions or requirements unless required by law or any existing agreement between the parties. Upon the City’s request, Developer may approve extensions to City’s deadlines in this Section, which approval shall not be unreasonable withheld. All requests and approvals must be in writing. Within 30 calendar days of City approval of the Punch List, a) the contractors 90-day maintenance period shall begin, and b) the Sports Park Phase I shall be scheduled for City Council to approve and accept turnover of Sports Park Phase I.

6. Authority. Each individual executing this Amendment on behalf of an entity hereby represents and warrants to the other party or parties to this Amendment that (i) such individual has been duly and validly authorized to execute and deliver this Amendment on behalf of such entity; and (ii) this Amendment is and will be duly authorized, executed and delivered by such entity.

7. Miscellaneous. Except to the extent expressly modified by this Amendment, the Sports Park Agreement is ratified and remains in full force and effect. To the extent of any inconsistency between this Amendment and the Sports Park Agreement, the recitals, terms and conditions of this Amendment shall control. This Amendment may be executed in multiple counterparts, all of which, taken together, shall constitute one document. This Amendment shall be deemed effective against a party upon receipt by the other party (or its counsel) of a signed counterpart executed electronically or delivered by e-mail (in PDF).

IN WITNESS WHEREOF, the authorized representatives of the parties have executed this First Amendment effective as of the first date written above.

CITY:

CITY OF SANTA PAULA,
a municipal corporation
By: _________
Dan Singer, City Manager
OWNER:

LIMONEIRA LEWIS COMMUNITY

BUILDERS, LLC,
a Delaware limited liability company
By:

Its:

ATTEST:

By: _________
Julie Latshaw, City Clerk
APPROVED AS TO FORM:

By: ___________
Monica Castillo, Interim City Attorney
Authorized Agent
40 65283.00302\40891560.11
#201538 v1 9088.35 5
Exhibit A
Sports Park CPI Annual Cost Escalation
41 Sports Park
CPI Annual Cost Escalation
City Fiscal Sports Park Fiscal Year CPI CPI Revised
Year Cost Remaining Cost Fraction Escalation Dev. Cap
2020/2021 $6,000,000 $422,643 1.13 $54,944 $6,054,944
2021/2022 $5,632,301 $3,058,198 1.16 $488,207 $6,543,150 2022/2023 $3,062,309 $3,062,309 1.26 $796,200 $7,339,350 $6,543,150 $1,339,350
Annual
Date CPI Review Numerator Denominator Fraction
Mar 2015 CPI 243.738 2015 243.738 243.738 1.00
Mar 2016 CPI 247.873 2016 247.873 243.738 1.02
Mar 2017 CPI 254.525 2017 254.525 243.738 1.04
Mar 2018 CPI 264.158 2018 264.158 243.738 1.08
Mar 2019 CPI 271.311 2019 271.311 243.738 1.11
Mar 2020 CPI 276.589 2020 276.589 243.738 1.13
Mar 2021 CPI 282.648 2021 282.648 243.738 1.16
Mar 2022 CPI 306.679 2022 306.679 243.738 1.26
Source:

U.S. Dept Labor for all urban consumers within Los Angeles,/Anaheim/Riverside Metropolitan area 12/28/2022 42

EXHIBIT D
Sports Park Phase 1 Punch List
43 SPORTS PARK
City of Santa Paula Punch List 11/7/23
1 As-Built Plans
2 Turf and Irrigation
3 Poor turf establishment and water coverage - General
4 Poor turf establishment and water coverage - along sidewalks 5 Tree replacement selection
5a Plant replacement selection
6 Missing vacuum breaker and support post on hose bibbs 7 Inadequate or absent water pressure/flow at drinking fountains 8 Missing lamp cylinder covers
9 Incomplete electrical at Stage/ cover plates missing
10 Concrete base around light post is missing
11 Seagull deterrent needed on top of lighting fixtures 12 Restroom Building #1 - signage, fire extinguisher, shut-off valve, FD sign off 13 Trash Enclosures and gate locks
14 Trash can sticker replacement
15 Missing fire extinguishers and plexiglass
16 Fence anchor bolt nut and washer to be seated and tightened on Back Stop 17 ¼” or more offsets (vertical lip) in the new sidewalk surrounding the park 18 Amphitheater complete turf, landscape, and irrigation 19 Booster pump electrical service/supply and telemetry operational 20 One light base to be replaced
21 Light concrete based extended into walkway ramp
44 EXHIBIT E
Operating Memorandum No. 3
45 "Citrus Capital of the World" City of Santa Paula
970 Ventura Street • Santa Paula, California • Mailing Address: P.O. Box 569 • 93051 • Phone: (805) 525-4478 • Fax: (805) 525-6278 October 1, 2015
Harold S. Edwards, President
Limoneira Company
1141 Cummings Road
Santa Paula, CA 93060
Re: Operating Memorandum — No. 3
Acceleration of Payment of Development Impact Funds for Police Services as Specified in Section 3.6 of the First Amended and Restated Development Agreement
Dear Mr. Edwards:

Section 10.1.1 of the Development Agreement authorizes the Parties to enter into operating memoranda in order to detail the performance of provisions covered in general under the Development Agreement. This letter is written pursuant to Section 10.1.1 to confirm the Parties' understanding with respect to the timing of the payment of the $750,000 additional funds provided in Section 3.6 of the Agreement, entitled Public Safety Facility.

Section 3.6 requires Limoneira to construct and offer to dedicate a 1.5-acre site to house a public safety facility. Section 3.6 states that the construction, equipping and operating of the Public Safety Facility cannot cost Developer more than $4,750,000, which "includes three payments to the City of $250,000, made on the first, second and third anniversaries of the effective date of this Agreement."
This third operating memorandum confirms that Limoneira will accelerate the first two payments of $250,000 by making a $500,000 payment on or before October 2, 2015.

Limoneira will make the third and final $250,000 payment on or before February 1, 2016.

Upon the City's receipt of Limoneira's third payment of $250,000 in February, 2016, Limoneira's maximum cost for the Public Safety Facility obligation under Section 3.6 will be Four Million Dollars ($4,000,000.00).
46 If the above comports with your understanding, please sign where indicated below.

Thank you for your continued commitment to the City of Santa Paula.

Very truly yours,
Martin F. Hernandez, ViFVor
City of Santa Paula
Agreed and Acknowledged:

Harold S. Edwards, President
Limoneira Company
47 EXHIBIT F
Operating Memorandum No. 4
48 1111 111 1111 111111111 1 11 11 i 111
20180206- 00013008- 01/ 5
Ventura County Clark and Recorder
MARK A. LUNN
02/ 08/ 2018 03: 02: 29 PM

RECORDING REQUESTED BY
1301023 $ 00 CR
AND WHEN RECORDED MAIL TO:

CITY CLERK EXEMPT FROM RECORDER' S FEES
CITY OF SANTA PAULA Pursuant to Government Code § 6103
970 Ventura Street
Santa Paula, CA 93061
To Recorded Agreement No. 201450427- 00062760- 0
OPERATING MEMORANDUM NO. 4
1 / 1 01

AMENDED AND RESTATED DEVELOPMENT AGREEMENT
This Operating Memorandum No. 4 ( the " Operating Memorandum") is made as of November 6, 2017 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").

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. 3. 1( a) of the Development Agreement provides that Developer must construct the Santa Paula Bridge before City issues a final certificate of occupancy for the 250th residential dwelling unit.

E. Section 3. 3. 3 of the Development Agreement requires Limoneira Lewis to dedicate a 95- foot wide right-of-way and fund a study to determine the feasibility of the SR 150 bypass.

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

3. 3. 1 and 3. 3. 3 of the Development Agreement.

THEREFORE, the parties agree as follows:

Page I of4
49 1. Santa Paula Bridge. Under Section 3. 3. 1( a) of the Development Agreement, the Developer must use " commercial reasonable efforts" to constrict a new bridge extending Santa Paula Street across Santa Paula Creek to the Project. The Parties intend by this Operating Memorandum to incorporate a definition of the phrase " commercially reasonable efforts" into Section 3. 3. 1( a) of the Development Agreement. The phrase " commercially reasonable efforts" shall have the following meaning as it pertains to Section 3. 3. 1( a):

Limoneira Lewis will have been found to have used " commercially reasonable efforts" if, at the time the City issues a certificate of occupancy for the 250`h residential unit, Limoneira Lewis has submitted all plans, specifications and applications necessary to construct the Santa Paula Street bridge with all entities having jurisdiction over the public right-of-ways and the Santa Paula Creek watercourse."

2. Future State Route 150 Bypass. The Project is designed to accommodate a decision by the City to construct a future State Route 150 Bypass with the extension of Hallock Drive northward. Section 3. 3. 3 requires Developer to dedicate a 95- foot right-of-way to the City and pay$ 100, 000 toward the cost of preparing a study evaluating the feasibility of the State Route 150 Bypass. Because at this time the State Route 150 Bypass is infeasible due to several factors beyond the Developer' s control, the City elects not to accept the offer of dedication or conduct a study on the feasibility of the State Route 150 Bypass. As required by Section 3. 3. 3( b), the Developer must within ninety days of the execution of this Operating Memorandum remit payment of$ 100,000 to the City for any lawful use.

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.

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
Michael Rock, Harold Edwards,
City Manager Chief Executive Officer

Page 2 ends

50 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 51 r ^ 5'
a.... ua,,, r..r. .,..,.a..., r...>n,......................... a,..... o., e:..,r..,.,,..».,.......,............,.,.... .....,......,.. b.., ......,.,.... r...,,.......,4._ . I 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\
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 ,
n\
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. 52 bite an o,
City Clerk
APPROVED AS TO FORM:
14e
John Cotti, City Attorney

Page 3 ends

53 EXHIBIT G
Operating Memorandum No. 5
54 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").

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

Page 1 of 3 ends

55 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.

Page 2 of 3 ends

56 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

Page 3 of 3 ends

57 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

Page 3 of 3 ends

58 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)
r
r
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:

Namels) or Person( s) or EnritytiesI Signer is Representing m..,... n,..o..,..... m. mh,... n...o... v....,....,....... i. a..,... nN. r... o.,......, a,. m. u. m,e.,......,,. a,..... n,..o..:...... v.....pro.+..... n.o.,.... a....,.....,,. m..... n,,.s.... n. .; 0 Copyright 2007- 2014 Notary Rotary, Inc. PO Boa 41400. Des Moines, IA 50311- 0507. All Rights Reserved. hem Number 101773. Please contact your Authorized Reseller to purchase copies of this form. 59 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 60 EXHIBIT H
Operating Memorandum No. 6
61 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;

Page 1 ends

62 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

Page 2 ends

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

Page 3 ends

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
64 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
wei, e
w:/
Title or Type of Document: //Le )241g 416, /ta.,14,'54 47d04 Document Date:
//
Number of Pages: ef,/
Capacity(ies)
Signer(s) Other
Claimed
Than Na'11ed
by Signer(s)
Above:

Li
Signer's
Corporate
Name:

Officer

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

Officer

— Title(s):
7 Partner — Ei Limited Li General El Partner — 7 Limited 7 General 7 Individual U Attorney in Fact El Individual 7 Attorney in Fact D Trustee 7 Guardian or Conservator El Trustee El Guardian or Conservator _I
Signer
Other:

Representing:
17 Signer
Other:

Representing:

Lc-t24
©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 65 rp,yitva4C.HOWLIDG41.1...11WIVCGAILFITACtuICM,
• • 0.CHtfOrNPOW.1.17MJ.1.5.4, ..vreniM.I.,,,INONU....INTA.4,7.4.11MIN70.,,h0M.Itr,14PITACC4.11_,MTAC.NO MIUMTKOIOVAICtial ti,,C.CM111),UP.T6COKYA1 VOGOWPCW0,11.10,.04.r.VKAVJECAM....0KIWOMIDCUENV.C.OWLC13(.111x Z
a
CA_1FORNIA ALL-PURPOSE X
§.
,i
CERTIFICATE OF Ii
State of California ) ACKNOWLEDGMENT 1
P.
1 County of VeCIA-U r c, ) 5.

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.

SrT
containing pages, and dated
The signer(s) capacity or authority is/are as:

Individual(s)
O Attorney-in-Fact
O Corporate Officer(s)
) 2.01
Title(5)
0 Guardian/Conservator
O Partner - Limited/General
El Trustee(s)
Other:
representing:

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:

Page #V3 Entry # 6
Notary con tachOT) 61.2-3 -3o610
Other
LI Additional Signer(s) . Signer(S)Thumbprint(s)
0 VIWYOUDAVI.INIPIOUIIMUNC/Lfia
.MUVIAJV17.!.il.N.Y.11i1VOXii14.17
,iirMIWO.TiliSr.111,1001TINIAIMMTC.....).1,01.1.00,0i1.1.N,1.1.11,0.3.1.49CIPNAVOnNin0,13.4.00.,Itlit44.1,7rtfiNnallreatEnWerEKIIMPAC11.1.11,41,13.7iirrna. rata,4011.100...W.rat.10.05112fulT,X,PA5Cpar.hr. 0 Copyright 2007-2014 Notary Rotary, Inc. PO Box 41400, Des Moines, IA 50311-0507. All Rights Reserved. Item Number 101772. Please contact your Authorized Re5eller to purchase copies of this form. 66 EXHIBIT I
Operating Memorandum No. 7
67 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)
68 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 -)
)I) ...A.m. ••••••444. • )•••••—•••

4. le •
1•••••—."-t.
-Tan
—44
•4). 4
..1-rns-or

4.4 1410.-.
—
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

Page 1 ends

69 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

Page 2 of 4 ends

70 ,
APPROVED AS TO FORM:

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

Page 3 of 4 ends

71 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
known
appeared
to

me
eT\KQv,
(or proved to
-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)
72 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:

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

1.43.9.1noamottpura p.igoclagnal
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. 73 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

OPTIONAL
Signatu of Notary Public
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
Document
or Type
Date:
of Document:

Number of Pages:

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

Signer's
CI Corporate
Name:

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
Signer
Other:

Is
Representing:

II
Signer
Other:

Representing:
©2016 National Notary Association www.NationaiNotary.org 1-800-US NOTARY (1-800-876-6827) Item 45907 74 EXHIBIT J
Operating Memorandum No. 8
75 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. 76 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

Page 1 ends

77 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.

Page 2 ends

78 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

Page 3 of 4 ends

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

Name: /27,4974C. Z,./iferUA41/
Title: Z-7L-70
79 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)
80 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
81 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
82 EXHIBIT K
Form of Offsite Improvement Agreement
83 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 84 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 85 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:
86 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 87 65283.00302\41962492.3
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 88 65283.00302\41962492.3
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 89 65283.00302\41962492.3
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 90 65283.00302\41962492.3
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. 91 65283.00302\41962492.3

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 92 65283.00302\41962492.3
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 93 65283.00302\41962492.3
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 94 65283.00302\41962492.3
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. 95 65283.00302\41962492.3

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]
96 65283.00302\41962492.3
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
97 65283.00302\41962492.3

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. 98 65283.00302\41962492.3

EXHIBIT B

ESTIMATED COST OF IMPROVEMENTS
(Attached behind)
99 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

Page 1 ends

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

Page 2 ends

CITY OF SANTA PAULA

MEMORANDUM
To: Planning Commission
From: Monica Castillo, City Attorney
Subject: EIR ADDENDUM FOR THE EAST AREA 1 PROJECT AND AMENDMENT NO. 3 TO THE DEVELOPMENT AGREEMENT (HARVEST AT

LIMONEIRA PROJECT)
Date: January 29, 2024
Agenda Item: 6.A
RECOMMENDATION:

Staff recommends that the Planning Commission:

City Council introduction of the ordinance would occur at a February 13, 2024 Special Meeting, and if there are no changes, second reading and adoption would occur on February 21, 2024.

Staff intends to present the proposed East Area 1 Specific Plan Amendment No. 3 to the Planning Commission for recommendation to the City Council in February 2024, which would then be brought to the City Council for first reading in March 2024 and later for second reading and adoption in April 2024. These dates will depend on each decision-making body's actions.

PRESENTED BY: Various Presenters
BACKGROUND:

PROCEDURAL FACTS:

Limoneira Lewis Community Builders, LLC (“Developer” or “Applicant”) has applied for a fourth amendment to the East Area 1 Specific Plan (hereafter, “EA1 SPA”) and a third amendment to the current Development Agreement (“DA Amendment”) for the planned community development known as the Harvest at Limoneira (hereafter, “Harvest”). Tonight, the Planning Commission is asked to consider recommending that the City Council adopt an ordinance approving the DA Amendment and finding that the proposed changes to the existing project (as described in Section 2.2. of the draft EIR Addendum No. 3) will not result in new 1 102
significant impacts or substantial increase in the severity of significant impacts identified in the certified EIR.

The EA1 SPA is not before the Planning Commission this evening and will be presented for Planning Commission consideration at its regular meeting in February. It is being discussed for a fuller picture of the Harvest Project.

Within East Area 1 certain commercial and civic use areas have existing overlay zoning for residential and multi-family uses.

Due to the elementary school 10.3-acre site not being feasible for the school district and a lack of commercial use demand, the Developer is proposing to add 550 residential units consisting of 300 for rent multifamily units, and 250 for sale residential units across Phase I (Haun Creek Neighborhood) and II (Foothill Neighborhood). In August of 2022, Developer requested the additional 550 units and asked for the City Council’s preliminary approval to move the process forward with the appointment of an Ad Hoc committee to assist staff in negotiations. On December 21, 2022, then-Mayor Sobel appointed then-Councilmembers Cornejo and Crosswhite to the new Development Agreement Negotiation Team Ad Hoc Committee.

The infrastructure to service East Area 1 has been oversized based on City requirements and has sufficient capacity to service the proposed 550 residential units. East Area 1 future development provides the residential housing in conformance with the land use zoning of the 2040 General Plan and is a critical source of future residential housing for the City of Santa Paula to meet the State- mandated future Housing Element requirements identified within the regional Housing Needs Assessment (RHNA). Furthermore, if the proposed third amendment to the development agreement is approved, the Developer would pay $5.5 Million toward the offsite affordable housing project known as Arrive Santa Paula, generating units that will provide 45% (298 units) of the City's total unit requirement, 39% (40 units) of the City's Very-Low Income requirement, and 103% (122 units) of the City's Low-Income requirement, for the current RHNA cycle.

ANALYSIS:

As currently approved, the East Area 1 Specific Plan reserves approximately 80 acres in the northern portion of the Specific Plan area as open space; allows development of up to 1,500 2 103
residential units complemented by parks, schools, and other public facilities; and allows for a small amount of neighborhood commercial and business park uses. Primary access to the Specific Plan area is currently provided by Hallock Drive. Santa Paula Street will be extended from the west by a new bridge that will go over Santa Paula Creek to provide additional access in accordance with the approved Specific Plan.

In addition to these residential neighborhoods, the Specific Plan established a Civic District in the southwestern portion of the Specific Plan area that includes a 35-acre community park (Sports Park) and sites for school facilities, and the Hallock Center District along the southern edge of the Specific Plan area, where development of residential, commercial and business park uses are allowed.

To date, approximately 600 homes have been built in the Haun Creek Neighborhood and Hallock Center District. The first phase of the Sports Park located in the western portion of the Specific Plan area is currently under development. Since approval of the November 2015 Specific Plan Amendment, Santa Paula Unified School District determined the northern site in the Civic District reserved for development of an elementary school was no longer needed and residential development of this site with 121 of the previously approved 1,500 residential units was approved by the City.

Proposed East Area 1 Specific Plan Amendment (EA1 SPA)
The proposed EA1 SPA would amend the current East Area 1 Specific Plan and is referred to as the East Area 1 Specific Plan Amendment (“EA1 SPA”) . The plan amendment is in response to the increased need for additional housing in Santa Paula and Ventura County. An associated amendment to the approved Development Agreement, which amendment is described further below, is also proposed. In addition, recent plans for commercial and business park development within the City’s 95- acre East Gateway planning area, located immediately south of the East Area 1 Specific Plan area has reduced the demand for commercial and business park uses in the East Area 1 Specific Plan area. The below table shows the proposed EA1 SPA land uses in comparison to the approved land uses.

EAST AREA 1 LAND USE SUMMARY
Land Use
ApprovedaProposedb
acres units/size du/ac acres units/size du/ac Change
Residential
Haun Creek Neighborhood/Hallock

86.2 632 du 7.3 86.2 707 du 8.2 75 du Center East (Phase I) Foothill Neighborhood (Phase II) 98.0 492 du 5.0 98.0 554 du 5.7 62 du Santa Paula Creek Neighborhood

50.0 376 du 7.5 50.0 489 du 12.2 113 du (Phase III)
Hallock Center West (Phase I) 0 0 du 0 17.9 300 du 16.8 300 du Subtotal 234.2 1,500 du 6.4 252.1 2,050 du 8.1 550 du
Commercial/Industrial
3 104
Light Industrial – Hallock Center West 13.5 25,000 sf - 0 0 sf - -25,000 sf Commercial – Hallock Center West 4.4 215,000 sf - 0 0 sf - -215,000 sf Subtotal 17.9 240,000 sf - 0 0 sf - -240,000 sf
Civic/Institutional
Schools – Civic Districtc

19.2 - - 8.3 - - -10.9 ac
Fire – Hallock Center District 1.0 - - 1.5 - - 0.5 ac
Subtotal 20.2 - - 9.8 - - -10.4 ac
Open Space, Parks, and Agriculture
Public Athletic Fields (OS-3) 37.8 - - 37.8 - - 0 ac
Parks/Greenways (OS-2) 55.2 - - 55.2 - - 0 ac
Open Space Preserve (OS-1) 77.3 - - 77.3 - - 0 ac
Agricultural Preserve (AG) 55.0 - - 55.0 - - 0 ac
Subtotal 225.3 - - 225.3 - - 0 ac
TOTAL 497.6 497.6 0 ac
Notes:
a – Approved land uses as defined in 2015 East Area 1 SP SEIR b – Proposed land uses as defined in the 2024 Draft Proposed East Area Specific Plan SP-3 c – Reflects Santa Paula Unified School District previously declining use of one of two available school sites and prior City approval of residential units on this site.

Assisted living units would no longer be developed. The 19.2 acres reserved for development of school facilities by the Santa Paula Unified School District (SPUSD) would be reduced to a

On March 18, 2020, the City and the Developer entered Amendment No. 1 to the 4 105
Development Agreement (“Amendment No. 1”) amending Section 3.1.1(a) of the Development Agreement to provide for an extension of the timeframe within which to complete construction of the Santa Paula Creek Sports Park.

On April 21, 2021, the City and Developer 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 of the 750th certificate of occupancy 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”), and to modify the parties obligations with respect to Public Benefit Housing.

Addenda and operating memoranda have also been executed throughout the years to clarify and interpret the Development Agreement terms, as permitted by the Development Agreement.

Proposed Amendment No. 3 to Development Agreement (Amendment No. 3) The proposed Amendment No. 3 to the Development Agreement (“Amendment No. 3”) is necessary to implement the East Area 1 Specific Plan Amendment’s addition of 550 residential units. (See Attachment C.) Proposed Amendment No. 3 was the result of extension negotiations between the City and Developer, including input from an ad hoc committee of the City Council, comprised of then-Councilmembers Cornejo and Crosswhite. Considerable credit was granted for public infrastructure and utilities constructed by the Developer as part of the original 1500-home project.

Instead, the focus of negotiations was placed on completion of the regional sports park and on affordable housing.

As a result of those negotiations, the parties agreed to the following key terms in exchange for the 550-unit increase:

In addition, the City would use Community Facilities District (CFD) No. 1 bond proceeds to reimburse the Developer for the roughly 37 acres of sports park land that had been dedicated 5 106
to the City under the original Development Agreement. The land is to be valued at $300,000/acre, which is the cost specified in the City’s 2016 Development Impact Fee (DIF) Study. If there are insufficient funds in CFD bond proceeds to fully reimburse the Developer for the park land dedication and other eligible Public Facilities (as defined in the amendment), the City will not be responsible for the unreimbursed amount.

Water Rights
For final tract maps recorded this year and after, the amendment would require Developer to transfer groundwater production rights equivalent to demand rates set forth in the current East Area One Potable Water System Master Plan (PWMP). The Developer must perform a water use study and monitoring program one year after the issuance of the last certificate of occupancy for each final map to determine the actual per capita water use for the residential users within Harvest. Depending on the actual per capita residential water use rate, Developer must transfer additional rights to the City if actual use exceeds the 64 gpd rate or the City must credit water rights to the next final tract map if the actual per capita use rate is below 64 pgd. A maximum amount of water rights will be determined based on an updated PWMP.

Traffic Circulation Infrastructure
The Developer must complete the following traffic improvements according to the specifications and milestones indicated:

1. Santa Paula Creek Bridge will be completed as required by the Ventura County Fire District (VCFD).
a. Start construction within 12 months after receiving all required permits and plan approvals, and subject to the Army Corps of Engineers 408 permit restrictions which allow work in the Santa Paula Creek only during the dry season (May – September). b. Complete. No building permits or certificates of approval will be issued beyond the first 1,261 units approved through Phase II (Foothill Neighborhood) until the bridge is substantially completed and available for emergency access use. c. Before starting construction and issuance of the first building permit in the Foothill Neighborhood, enter into an offsite improvement agreement with the City to secure timely completion of the bridge and provide a performance bond in the approximate amount of $11,000,000. A draft form of the improvement agreement is attached as Exhibit K to the proposed Amendment No. 3. The final improvement agreement will go before the City Council for approval in February, and it should be noted that certain terms in the form improvement agreement attached as Exhibit K continue to be negotiated (e.g. bond amount, liquidated damages, and use of eminent domain). d. Developer will use good faith and commercially reasonable efforts to construct an additional temporary emergency access connecting the Harvest project to E.

Telegraph using Dike Road and/or Texas Lane. When this access road is complete, an emergency access easement will be granted to VCFD, City, and Ventura County Watershed Protection District.

2. Before or concurrent with the Santa Paula Creek Bridge completion:
a. Install a traffic signal and reconfigure the intersection of 12th S treet and Santa Paula Street.
b. Reconfigure and widen intersection of Ojai Road (SR-150)/10th Street and Santa 6 107
Paula Street.
c. Reconfigure the intersection of Palm Avenue and Santa Paula Street. d. Before the 1000th Certificate of Occupancy, widen and reconfigure the intersection at SR-126 and Hallock Drive.

Development Impact Fees
For each unit in excess of the first 1500 units in the East Area 1 project site, Developer will pay the following development impact fees.

Police Facilities
A fee of $1,818 per unit (or $1,000,000 total) toward the completion of the Police Station upgrade and expansion.

Civic Facilities
A fee of $636 per unit (or $350,000 total) to help fund City Hall and Corporate Yard renovations.

Library Facilities
A fee of $2,180 per unit (or $1,200,000 total) for the expansion of City library facilities.

Traffic and Circulation Improvements
A fee of $2,000 per unit to fund circulation and beautification improvements on Telegraph Road between Hallock Drive and 12th Street.

Wastewater Facilities
A sewer connection fee of $780 per unit (or $429,000 total) and a wastewater facilities fee of $4,127.34 per unit for the 1501st through 1750th unit. Developer will be exempt from the wastewater facilities fee for the last 300 units (the 1751st through 2050th unit) based on credit for wastewater facilities fees already paid/required under the existing Development Agreement terms.

Public Benefit Housing
For each unit in excess of the first 1500 units in the East Area 1 project site, Developer would pay $500 per unit (or $275,000 total) into the Down Payment Assistance Fund. The Down Payment Assistance Fund is intended to offset the down payment on a home either within the Harvest project or outside the project but within the city limits. Homebuyers must apply to the City’s Public Housing Program to receive funds. The program gives priority in the following order (i) public safety employees employed by the City, (ii) other employees of the City whose tenancy furthers the inclusionary housing goals of the City, (iii) public school teachers, (iv) 7 108
other governmental employees whose employment necessitates residence in the City, (v) employees of hospitals located within the City, and (vi) any other qualified participants. Recipients must earn a gross annual income that does not exceed one hundred fifty percent (150%) of the Ventura County median household income. Funds are available until exhausted.

Should the City not finance Rise Santa Paula for any reason, Developer would (i) contribute a total of $5,500,000 plus an annual increase of $ 400,000 per year commencing on January 1, 2025, up to a maximum payment of $ 8,250,000 to the AHTF to be used for an alternative offsite rental housing development of at least 50 very-low and low-income units, as determined by City (a “Replacement Project Contribution”). If no Replacement Project Contribution has been made prior to issuance of the 1,501st certificate of occupancy, Developer would pay an in lieu fee to the AHTF of $15,000 per unit prior to issuance of each certificate of occupancy.

ENVIRONMENTAL REVIEW:

The Harvest Project has been the subject of comprehensive environmental review since 2008 conducted in conformance with the requirements of the California Environmental Quality Act (CEQA). An Environmental Impact Report (EIR) analyzing the impacts of the East Area 1 Specific Plan as originally proposed and approved was certified in 2008 (2008 EIR). The City prepared two addendums to the 2008 EIR evaluating minor changes to the approved project. In 2015, the City prepared a Supplemental EIR (2015 SEIR) to analyze an amendment to the approved Specific Plan involving reconfiguration of the approved uses. Since 2015, the City has also prepared two additional Addendums to the 2015 SEIR and 2008 EIR evaluating minor changes to the approved Specific Plan.

CEQA authorizes the preparation of an Addendum to a previously certified EIR if the proposed changes to a project can be addressed by changes or additions to the EIR, but none of the conditions requiring preparation of a Subsequent EIR set forth in State CEQA Guidelines section 15162 have occurred. An addendum to an EIR is appropriate where:

1. No substantial changes are proposed in the Project that would require major revisions of the previous EIR due to the occurrence of new significant effects or a substantial increase in the severity of previously identified significant impact;

2. No substantial changes in circumstances under which the Project is undertaken would occur that would require major revisions of the previous EIR due to the occurrence of new significant environmental effects or a substantial increase in the severity of previously identified effects; and

3. No new information of substantial importance has been discovered that was not known and could not have been known with the exercise of reasonable diligence at the time the previous EIR was prepared.
8 109
Here, an Addendum to the previously certified EIR for the Project is appropriate because a review of current conditions and the amended Project demonstrates the following:

1. The amended Project would not have one or more significant effects not discussed in the previous EIR;

2. Significant effects previously examined would not be substantially more severe than shown in the Final EIR;

3. There are no new mitigation measures or alternatives previously found not to be feasible that would now in fact be feasible that would substantially reduce one or more significant effects of the amended Project, and that the amended Project proponents decline to adopt; and

4. No new mitigation measures or alternatives that are considerably different from those analyzed in the previous EIR that would substantially reduce one or more significant effects on the environment, and that the amended Project proponents decline to adopt, are recommended.
(State CEQA Guidelines, § 15162(a).)
The City has prepared EIR Addendum No. 3 (Addendum No. 5 to the 2008 EIR and Addendum 3 to the 2015 SEIR) evaluating the proposed amendment to the approved Development Agreement and Specific Plan (See Exhibit "B" to Attachment C [Resolution No. 3858]). Based on the information contained in this Addendum, the proposed changes to the Project allowed by the Development Agreement as currently approved would not result in any new significant impacts or any substantial increase in severity of the significant impacts identified in the 2008 EIR and 2015 SEIR as updated by the previously prepared Addendums. Additionally, no new information of substantial importance has been identified that indicates the Project would result in any new significant impacts or any substantial increase in the severity of the significant impacts identified in the Final EIR.

PUBLIC NOTIFICATION:

A Notice of Public Hearing was published in the Santa Paula Times in compliance with state law.

STRATEGIC PLAN:

Though this item does not promote a specific objective in the City's 2-Year Strategic Plan, it furthers the following general goal: "Create an environment within the City in which our residents feel safe and which promotes the City as a location of choice for living, working, visiting and recreating."
FISCAL IMPACTS:

OPTIONS:

In addition to the recommended action, the Planning Commission has the following available alternative options:

1. Adopt Resolution No. 3858 with specified revisions to Amendment No. 3 to the Development Agreement and/or EIR Addendum No. 3.

2. Continue the hearing in order to obtain further information. 9 110

3. Deny the applicant’s request and direct staff to prepare a Resolution of Denial.

ATTACHMENTS:

Att A - Approved EA1 Land Use Map.pdf
Att C - Resolution No. 3858
Att B - Proposed Add'l Units Layout
10 111
Santa Paula Creek
Haun Creek
Palm Lane
Park Blocks
Hallock Entry
Telegraph Road
V.C.T.C.

Hwy 126
Santa Paula Creek
Neighborhood Haun Creek
Neighborhood
Haun Creek Drive
Park Loop Rd. Santa Paula St.

APPROXIMATE SCALE IN FEET
0 400 800 1600
114-001-16
112
65283.00005\41972098.3

ATTACHMENT C
RESOLUTION NO. 3858

A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF

SANTA PAULA RECOMMENDING CITY COUNCIL APPROVE
ADDENDUM NO. 3 TO THE FINAL SUPPLEMENTAL ENVIRONMENTAL
IMPACT REPORT (EIR) ASSOCIATED WITH EAST AREA 1 SPECIFIC PLAN AMENDMENT NO. 4 AND AMENDMENT NO. 3 TO THE

DEVELOPMENT AGREEMENT, AND (II) ADOPT AN ORDINANCE TO
APPROVE AMENDMENT NO. 3 TO THE DEVELOPMENT AGREEMENT
SUBJECT TO CITY COUNCIL APPROVAL OF EAST AREA 1 SPECIFIC PLAN AMENDMENT NO. 4
The Planning Commission of the City of Santa Paula does resolve as follows:

SECTION 1: The Planning Commission finds and declares that:

A. On February 26, 2015, the City entered into that certain First Amended and Restated Development Agreement, recorded on April 27, 2015 as Instrument No. 20150427 (“Development Agreement”) with Limoneira Company for the development of what is commonly known as Harvest at Limoneira, a master-planned residential development in Santa Paula, California. The development includes up to 1,500 residential units, an estimated 240,000 square feet of office, retail, light industrial and assisted living facilities, 19 acres for educational and other civic facilities and approximately 223 acres of undeveloped land including open space and agricultural preserves, parks and greenways (“Project”).

B. On or about September 21, 2015, Limoneira Lewis Community Builders, LLC (“Developer” or “Applicant”) became the successor in interest to the rights and obligations of Limoneira Company pertaining to the Development Agreement.

C. On or about March 18, 2020, the City and Developer entered Amendment No. 1 to the Development Agreement (“Amendment No. 1”) amending Section 3.1.1(a) of the Development Agreement to provide for an extension of the timeframe within which to complete construction of the Santa Paula Creek Sports Park.

D. On April 21, 2021, the City and Developer 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 of the 750th certificate of occupancy within the Project, including the improvements to the intersection of State Route 126 and Hallock Drive specified in Mitigation Measure T1 (the “SR 126/Hallock Improvements”), and to modify the parties obligations with respect to Public Benefit Housing.

E. Addenda and operating memoranda have also been executed throughout the years to clarify and interpret the Development Agreement terms, as permitted by the Development Agreement.
113
65283.00005\41972098.3
F. Associated with a pending fourth amendment to the East Area 1 Specific Plan that will be considered by the Planning Commission at its regular February meeting, Developer now seeks approval of Amendment No. 3 to the Development Agreement (“Amendment No. 3”).

G. Amendment No. 3 would among other things (i) vest the Applicant’s right to construct the project with up to 550 additional units consistent with the pending Specific Plan Amendment, (ii) secure certain additional public benefits to the City, including additional funding for the sports park and affordable housing, (iii) require Developer to enter into an offsite improvement agreement and post bonds to ensure the timely completion of the Santa Paula Creek Bridge, and (iv) require Developer to continue to ensure adequate emergency access to the project, including using good faith efforts to construct an additional emergency access between the project site and E.

Telegraph Road along Dike Road and/or Texas Lane, as approved by the City and the Ventura County Fire Department (“Amended Project”).

H. On January 29, 2024, the Planning Commission of the City of Santa Paula conducted a public hearing pursuant to the provisions of Government Code Section 65867, notice of which was provided in accordance with Government Code Section 65090 and 65091, at which hearing all persons wishing to testify in connection with Amendment No. 3 were heard and at which time Amendment No. 3 was comprehensively reviewed.

SECTION 2: Factual Findings and Conclusions. Based on the entire record before the Planning Commission, all written and oral evidence presented to the Planning Commission, and the findings set forth in this Resolution, the Planning Commission recommends that the City Council of the City of Santa Paula approve by ordinance Amendment No. 3 as set forth in Exhibit “A” and incorporated by reference herein, based upon the following findings made pursuant to SPMC Sections 16.234.070 and 16.234.090 and Government Code Section 65867.5(b):

A. Amendment No. 3 is consistent with the objectives, policies, general land uses and programs specified in the General Plan and any applicable specific plans. The amendment is consistent with the following objectives, polices, and land uses of the 2040 General Plan:
a. Policy LU 1.6 Grid development pattern. Encourage continued use of the grid pattern in new development to enhance access and walkability. b. Policy LU 1.8 Quality development. Encourage quality development that:
i. Contributes significant social, economic and aesthetic benefits to Santa Paula and its citizens.
c. Policy LU 3.2 Public amenities. Provide sufficient land for amenities to enrich the lives of citizens, such as parks, open space, community gardens and farmers markets, cultural facilities such as theaters and museums, and preservation of natural and historic places.
114
65283.00005\41972098.3
In addition, the project site is designated “Specific Plan” in the General Plan Land Use Map. It is zoned SP-3 which makes it subject to the regulations and standards in the current East Area 1 Specific Plan (EA1 SP). An amendment to the EA1 SP is pending (EA1 SPA). If approved, the EA1 SPA will increase the maximum units from 1500 to 2050, and allow for any changes in land uses described in Amendment No.

3. A General Plan textual amendment is also in process to replace references to the current EA1 SP with the proposed EA1 SPA. Therefore, this finding of consistency with the applicable specific plan and general plan is subject to City Council approval of the proposed EA1 SPA and General Plan Amendment.

B. Amendment No. 3 is compatible with the uses authorized in, and the regulations prescribed for the zone in which the real property is or will be located. The project site affected by Amendment No. 3 is designated “Specific Plan” in the General Plan Land Use Map. It is zoned SP-3 which makes it subject to the regulations and standards in the current East Area 1 Specific Plan (EA1 SP). An amendment to the EA1 SP is pending (EA1 SPA). If approved, the EA1 SPA will increase the maximum units from 1500 to 2050, and allow for any changes in land uses described in Amendment No. 3. A General Plan textual amendment is also in process to replace references to the current EA1 SP with the proposed EA1 SPA. Therefore, this finding of consistency with the applicable specific plan is subject to City Council approval of the proposed EA1 SPA.

C. Amendment No. 3 will promote public convenience, general welfare and good land use practice. Amendment No. 3 will promote public convenience, general welfare and good land use practice because the amendment will ensure that the Developer installs and pays for the infrastructure necessary for the additional 550 units and provides funds for affordable housing for very-low and low income households, and the amendment will allow for the most efficient and logical development of the property governed by Amendment No. 3 and applicable City land use controls.

D. Amendment No. 3 will not adversely affect the orderly development of property or the preservation of property values. Amendment No. 3 will not adversely affect the orderly development of property or the preservation of property values because the amendment provides for the timely completion of infrastructure necessary for the Project, additional public benefits such as additional contributions for the City’s down payment assistance program, and development impact fees to cover any increased demands on public facilities and services, such as the police department, among other reasons.

E. Amendment No. 3 will promote and encourage the development of the proposed project. Amendment No. 3 will promote and encourage the development of the proposed project because it establishes timeframes for orderly development within the project including construction of the Santa Paula Creek Bridge, traffic circulation improvements, as well as funding to complete a community sports park. 115
65283.00005\41972098.3
SECTION 3: Environmental Assessment. The Planning Commission makes the following findings:

A. An Environmental Impact Report (EIR) analyzing the impacts of the EA1 Specific Plan as originally proposed and approved was certified in 2008 (2008 EIR). The City prepared two addendums to the 2008 EIR evaluating minor changes to the approved project. In 2015, the City prepared a Supplemental EIR (2015 SEIR) to analyze an amendment to the approved Specific Plan involving reconfiguration of the approved uses. Since 2015, the City has also prepared two additional Addendums to the 2015 SEIR and 2008 EIR evaluating minor changes to the approved Specific Plan (these documents are collectively referenced herein as the “Final EIR”).

B. The California Environmental Quality Act (CEQA) authorizes an addendum to a previously certified EIR if, as a result of changes to the project at issue in the EIR, changes or additions to the EIR are needed, but none of the conditions permitting preparation of a Subsequent EIR set forth in State CEQA Guidelines section 15162 have occurred.

C. The City has prepared EIR Addendum No. 3 to the 2015 SEIR (“EIR Addendum No. 3”).

D. EIR Addendum No. 3 is appropriate because the Amended Project demonstrates the following:

1. The Amended Project would not have one or more significant effects not discussed in the Final EIR;

2. Significant effects previously examined would not be substantially more severe than shown in the Final EIR;

3. There are no new mitigation measures or alternatives previously found not to be feasible that would now in fact be feasible and that would substantially reduce one or more significant effects of the Amended Project; and there are no new mitigation measures or alternatives that the Amended Project proponents decline to adopt; and

SECTION 4: Recommendations. The Planning Commission makes the following recommendations to the City Council:
116
65283.00005\41972098.3
A. Approve EIR Addendum No. 3 attached as Exhibit “B” to this Resolution; and B. Adopt an ordinance to approve Amendment No. 3 to the Development Agreement subject to City Council approval of Amendment No. 4 to the East Area 1 Specific Plan.

SECTION 5: Summaries of Information. All summaries of information in the findings, which precede this section, are based on the substantial evidence in the record. The absence of any particular fact from any such summary is not an indication that a particular finding is not based in part on that fact.

SECTION 6: The Commission Secretary is directed to mail a copy of this Resolution to Applicant and Applicant’s Representative and to any other person requesting a copy.

SECTION 7: This Resolution may be appealed within ten (10) calendar days after its adoption. All appeals must be in writing and filed with the City Clerk within this time period.

Failure to file a timely written appeal will constitute a waiver of any right of appeal.

SECTION 8: This Resolution is advisory to the City Council and will take effect immediately upon adoption.

PASSED AND ADOPTED this 29th day of January 2024.
_________________________________
Aaron Dunkel, Chairperson
City of Santa Paula Planning Commission
ATTEST:
_____________________
James Mason, Secretary
APPROVED AS TO FORM:
_____________________
Monica D. Castillo,
City Attorney
117
65283.00005\41972098.3

EXHIBIT A
Development Agreement Amendment No. 3
[attached behind]
118
65283.00302\41948149.5
1 RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

DEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF SANTA PAULA
AND

R E C I T A L S
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.” On or about September 21, 2015, Developer became the successor in interest to the rights and obligations of Limoneira Company pertaining to the Development Agreement;
B. On March 18, 2020, Section 3.1. l(a) of the Original Development Agreement was amended to provide for an extension of the timeframe within which to complete construction of the Santa Paula Creek Sports Park (“Amendment No. 1”);
C. On April 21, 2021, the City and Developer again amended the Original 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 of the 750th certificate of occupancy within the project, including the improvements to the intersection of State Route 126 119
65283.00302\41948149.5
2 and Hallock Drive specified in Mitigation Measure T-1 (the “SR 126/Hallock Improvements”), and to modify the parties obligations with respect to Public Benefit Housing. The Original Development Agreement and Amendment Nos. 1 and 2, as clarified and supplemented with all Operating Memoranda executed by the parties as of the Effective Date of this Third Amendment, are collectively referred to herein as the “Development Agreement”; D. In conjunction with this Third Amendment, the Developer is applying for an amendment to the Amended Specific Plan SP-3 (“SP Amendment No. 4”) and Addendum No. 3 to the EAO EIR, which revises the permitted uses on the Project Site to remove the previously approved 25,000 square feet of light industrial uses, to reduce the land designated for civic/institutional uses from approximately 20.2 acres to approximately 8.3 acres and to allow an additional 550 residential uses, with potentially up to 300 of the total 2,050 units designated for for-rent, multi-family housing.

In consideration of the foregoing and pursuant to Section 10.1.2 of the Development Agreement, the Development Agreement is hereby further amended as follows:

AGREEMENT

1. New Exhibits; Operating Memoranda.

A. The below listed Exhibits A-1 through E (“Original Exhibits”) are attached to and incorporated into the Development Agreement:

Third Amendment Exhibit New Lettered Exhibit to Development Agreement
120
65283.00302\41948149.5
3 Exhibit A: Supplemental Sports Park
Improvements
Exhibit F: Supplemental Sports Park
Improvements
Exhibit B: Sports Park Implementation
Agreement
Exhibit G: Sports Park Implementation
Agreement
Exhibit C: First Amendment to Sports Park
Implementation Agreement
Exhibit H: First Amendment to Sports Park
Implementation Agreement
Exhibit D: Sports Park Phase 1 Punch List Exhibit I: Sports Park Phase 1 Punch List Exhibit E: Operating Memorandum No. 3 Exhibit J: Operating Memorandum No. 3 Exhibit F: Operating Memorandum No. 4 Exhibit H: Operating Memorandum No. 4 Exhibit G: Operating Memorandum No. 5 Exhibit I: Operating Memorandum No. 5 Exhibit H: Operating Memorandum No. 6 Exhibit J: Operating Memorandum No. 6 Exhibit I: Operating Memorandum No. 7 Exhibit K: Operating Memorandum No. 7 Exhibit J: Operating Memorandum No. 8 Exhibit L. Operating Memorandum No. 8 Exhibit K: Form of Offsite Improvement
Agreement
Exhibit M: Form of Offsite Improvement
Agreement
In the event of a conflict between the New Exhibits and the Original Exhibits, the New Exhibits will control.

2. Revisions to Article 2. Article 2 (Description of the Project) of the Development Agreement is amended as follows:

A. Section 2.1 of the Development Agreement is amended in its entirety to state as follows:
“2.1 In General. The term “Project” means the development of the Project site as described in the “Project Approvals” (defined in Section 2.2 below). Without limiting the foregoing, the Project includes up to 2,050 total residential units, approximately 8.3 acres for educational facilities (future elementary school site), and approximately 225.3 acres of park, green space, open space, and agricultural land.”
B. Section 2.2 of the Development Agreement is amended to add the following sentence at the end of the section:
“Project Approvals also mean and include the 2024 amendment to the Amended Specific Plan SP-3 (“SP Amendment No. 4”) and Addendum No. 3 to the East Area One (EAO) EIR, which revises the permitted uses on the Project Site to remove the previously approved 25,000 square feet of light industrial uses, to reduce the land designated for civic/institutional uses from approximately 20.2 acres to approximately 8.3 acres, and to allow an additional 550 residential uses, with potentially up to 300 of the total 2,050 units designated for for-rent multi-family housing.”
121
65283.00302\41948149.5
4 3. Revisions to Article 3. Article 3 (Public Benefits) of the Development Agreement is amended as follows:

Developer shall commence construction of the Supplemental Sports Park Improvements within 120 days following the later to occur of (i) the Effective Date of Amendment No. 3 to the First Amended and Restated Development Agreement (the “Third Amendment”), and (ii) City approval of the improvement plans for the Supplemental Sports Park Improvements.” B. The following new subdivision (c) is hereby added to Section 3.1.1 (Community Parks) of the Development Agreement:
“(c) Santa Paula Creek Sports Park Phase 1 Improvements Acceptance and Excess Costs. Upon completion of the outstanding punch list items on Exhibit I, other than items 2 – 4 concerning inadequate turf and irrigation establishment, and in no event later than March 15, 2024, City agrees to accept the Phase 1 Park Improvements and assume all ownership and maintenance obligations with respect thereto. Notwithstanding the foregoing, Developer shall remain obligated to continue working with the City on establishing the turf areas and any associated turf irrigation system (together, “turf establishment”) to the City’s reasonable satisfaction, at Developer’s expense, up to a maximum additional cost to Developer of Two Hundred Thousand Dollars ($200,000). In the event the costs to ensure turf establishment exceed the foregoing limit and LLCB refuses to otherwise pay for the costs to ensure turf establishment in excess of the $200,000, the parties agree that the City shall be permitted to use the Fiscal Shortfall Deposit to fund the additional costs up to $1,000,000, subject to the requirement that City and Developer cooperate in good faith to pursue all available remedies against the contractor and landscape architect regarding costs for turf establishment. Notwithstanding any contrary provision in the Sports Park 122
65283.00302\41948149.5
5 Implementation Agreement, and subject to City’s timely acceptance of improvements and assumption of maintenance responsibilities as described in this Section 3.1.1(c) above, Developer also agrees to waive City’s payment of costs incurred by Developer in constructing Phase 1 of the Santa Paula Creek Sports Park, in excess of available City funds, up to a maximum of Eight Hundred Fifty Dollars ($850,000), which amount is in addition to the $200,000 in additional turf establishment costs described above.”
C. The following new subdivision (d) is hereby added to Section 3.1.1 (Community Parks) of the Development Agreement:
“(d) CFD Reimbursement for Developer’s Dedication of Land. City and Developer agree that the fair market value of the approximately 37 acres of land to be dedicated to the City pursuant to Section 3.1.1(a) valuated for park use at the cost specified in the City’s 2016 DIF study, i.e. $300,000/acre (the “Parkland Dedication”) shall be included in the total cost of the Santa Paula Creek Sports Park to be reimbursed to Developer out of the Project CFD bond financing. The parties agree to cooperate in good faith and take such actions as may be reasonably required to amend the Acquisition Agreement for the Project CFD to include reimbursement of the Parkland Dedication, and to take such other and further actions as may be reasonably necessary to effectuate the reimbursements described herein. In the event there are insufficient CFD bond proceeds to fully reimburse Developer for the Parkland Dedication and all other eligible Public Facilities (as defined in the Acquisition Agreement, as may be amended), the City will not be responsible for any unreimbursed amount.”
D. Section 3.2.2 of the Development Agreement is amended in its entirety to state as follows:
“3.2.2 Dedication of Water Rights.
(a) Final Maps Before January 1, 2024. This paragraph governs the dedication of water rights to the City with respect to final maps recorded before January 1, 2024 (“Initial Water Rights Dedication Period”). The City's 2005 Urban Water Management Plan (UWMP) Update used demand rates for estimating future water demand of 132 gallons per day (gpd) per capita, whereas the City's 2005 Potable Water Master Plan used a demand rate of 163 gpd per capita. The Water Supply Assessment (WSA) for the East Area 1 Specific Plan utilized both the 132 and 163 rates provided in the UWMP and the Potable Water Master Plan and concluded that the annual average water demand for the proposed East Area 1 Specific Plan was between approximately 1,174.4 acre-feet per year (AFY) and 1,359.2 AFY. The SPMC defines a project's "Projected Demand For Water" as "including an allowance of 25% for potential future increases in the quantity of water required." Upon recordation of the first final map, Developer must transfer groundwater production equivalent to the Demand Rates set forth in Table 8 of the Water Supply Assessment for the uses encompassed in the tract map, plus 25%. Developer must perform a water use study 123
65283.00302\41948149.5
6 and monitoring program called for in the WSA one year after the last certificate of occupancy for said tract map to determine the actual per capita use for residential users within the Project. To the extent that the actual per capita residential use exceeds the 132 gpd rate, then Developer must transfer additional water rights to City, if any, in excess of the 25% buffer. To the extent that the actual per capita residential use is less than the transferred water rights, such excess transferred water rights can be applied to satisfy the water demand of the second tract map. The actual per capita residential use rate for the first tract map, or 163 gpd, whichever is less, will be used to calculate the projected water demand for the uses in the second final tract map which, together with the 25% buffer, must be transferred to City before recordation of the second final tract map.

3.2.2.”
124
65283.00302\41948149.5
7 E. Section 3.3.2 (Traffic Circulation Infrastructure), as previously amended in Amendment No. 2 to the Development Agreement, is further amended to state as follows:
“3.3.2 Traffic Circulation Infrastructure.
(a) 1
st Certificate of Occupancy. Before occupancy of any residences within the Project, Developer must construct sufficient traffic improvements to provide access, as follows:
(i) Telegraph/Hallock. Notwithstanding Mitigation Measure, T-2 set forth in the EAO FEIR, which requires Developer to pay its pro rata share of the costs, Developer must install the traffic signal and reconfigure the intersection of Telegraph Road and Hallock Drive, as described in said Mitigation Measure, before City issues a final certificate of occupancy for the 1st residential dwelling unit in the Project.
(b) 1,000th Certificate of Occupancy. Before the City issues the 1,000 th residential
certificate of occupancy, Developer must provide sufficient access as follows:
(i) SR-126/Hallock. Notwithstanding Mitigation Measure T-1 set forth in the EAO FEIR, which requires Developer to pay its pro rata share of the costs, Developer must widen and reconfigure the intersection of SR-126 and Hallock Drive, as described in said Mitigation Measure, before City issues a final certificate of occupancy for the 1,000th residential dwelling unit in the Project. Should completion of the intersection improvement be delayed for causes beyond Developer’s control (e.g. needed property acquisitions and agency approvals), and the delay causes significant traffic circulation impacts, Developer agrees to make traffic improvements necessary to mitigate those impacts. Such improvements shall be made upon City’s request and at no cost to the City.
(c) Santa Paula Street Bridge Completion. Notwithstanding the timing requirements and thresholds set forth in Section 3.1.1 of this Agreement (as clarified in Operating Memorandum No. 4), the parties have agreed to the following additional requirements for commencement and completion of the Santa Paula Bridge, as required by the Ventura County Fire District (VCFD):
(i) Developer shall commence construction of the Santa Paula Street Bridge within twelve (12) months after receiving all required permits and plan approvals, and subject to the Army Corps of Engineers Section 408 permit restrictions that require all temporary construction work within Santa Paula Creek be completed in the dry season, between the months of May through September.
(ii) Developer shall complete construction of the Santa Paula Street Bridge within twenty-four (24) months of commencing construction. No building permits or certificates of approval shall be issued beyond the 1,261 units approved through Phase II (Foothill Neighborhood) until the Santa Paula Street Bridge is substantially completed and available for emergency access use.
125
65283.00302\41948149.5
8 (iii) Prior to commencement of construction of the Santa Paula Street Bridge and prior to issuance of the first building permit in Phase II (Foothill Neighborhood), Developer shall enter into an offsite improvement agreement with City, in substantially the form attached hereto as Exhibit K (“Offsite Improvement Agreement”),. to secure timely completion of the Santa Paula Creek Bridge and shall provide a performance bond in the total estimated construction costs, including estimated future soft costs, in the approximate amount of Eleven Million Dollars ($11,000,000), which security shall be released at the earlier to occur of: (1) completion and acceptance of the Santa Paula Creek Bridge, or (2) City receipt of CFD bond proceeds in the amount of the performance bond, which proceeds shall be paid to Developer upon completion and acquisition of the Santa Paula Creek Bridge pursuant to the terms of the Funding, Construction and Acquisition Agreement – Harvest Community Facilities District No. 1, dated March 1, 2017, as may be amended.
(iv) Developer shall continue to provide emergency secondary access to the Project and shall continue to use its good faith and commercially reasonable efforts to construct an additional emergency access connecting the Project site to E. Telegraph Road using Dike Road and/or Texas Lane, along an alignment approved by the City and VCFD, subject to the parties successfully acquiring all necessary easements, permits and other approvals (the “Dike Road Emergency Access”). Upon completion of Dike Road Emergency Access, Developer shall grant a temporary emergency access easement to VCFD, the City, and if necessary, the Ventura County Watershed Protection District (VCWPD) for the portions of the Dike Road Emergency Access constructed on the Project site.
(v) 12th/Santa Paula. Notwithstanding Mitigation Measure T-3 set forth in the EAO FEIR, which requires Developer to pay its pro rata share of the costs, Developer must install a traffic signal and reconfigure the intersection of 12th Street and Santa Paula Street as described in said Mitigation Measure, before or concurrent with the completion of the new Santa Paula Street Bridge.
(vi) SR-150/10th/Santa Paula. Notwithstanding amended Mitigation Measure T-7 set forth in the EAO FEIR, which requires Developer to pay its pro rata share of the costs, Developer must reconfigure and widen the intersection of Ojai Road (SR-150)/10th Street and Santa Paula Street as described in said Mitigation Measure, before or concurrent with the completion of the new Santa Paula Street Bridge and subject to receipt of Caltrans and other required approvals.
(vii) Palm/Santa Paula. Notwithstanding Mitigation Measure T-10 set forth in the EAO FEIR, which requires Developer to pay all costs, Developer must reconfigure the intersection of Palm Avenue and Santa Paula Street as described in said Mitigation Measure, before or concurrent with the completion of the new Santa Paula Street Bridge. 126
65283.00302\41948149.5
9 (e) Reimbursement. Developer is entitled to reimbursement for the portion of the costs of the traffic improvements set forth in this section above to the extent that they exceed the Project's pro rata share, as set forth below.
(f) City Assistance. City must cooperate with Developer and exercise its powers to implement the traffic and circulation mitigation measures set forth above and in the SEIR and EAO FEIR.”
F. Section 3.5.4 (Elementary School Site) of the Development Agreement is deleted in its entirety, and the 10.8 acres of land reserved for an elementary school shall be designated for residential or other allowed uses as set forth in Amendment No. 4 to the Specific Plan.

Developer is entitled to credit against the Parkland Facilities Development Fee for all amounts 127
65283.00302\41948149.5
10 spent on the Santa Paula Creek Sports Park and other park and open space facilities described in Sections 3.1.1 through 3.1.3 of this Agreement. For each of the categories of fee credits described herein, the total credits to the Developer are expected to exceed applicable fees, and therefore, Developer is not required to pay any of the creditable fees described in this Section at the time the City issues building permits or, as applicable, certificates of occupancy. Nevertheless, Developer is informed that this section serves as notice pursuant to Government Code § 66020(d) that the City of Santa Paula is imposing impact fees upon the project in accordance with the Mitigation Fee Act (Government Code § 66000, et seq.) and the SPMC. Developer is informed that it may protest such fees in accordance with Government Code § 66020.

3.6 of the Development Agreement, and in light of the City’s priority of funding improvements to the existing police station, the parties agree that Developer shall pay $1,818 per residential dwelling unit prior to issuance of a building permit for each residential dwelling unit in the Project in excess of the first 1,500 units.
(b) Fire Protection Facilities. In recognition of Developer’s payment of $4,750,000 and its contribution of approximately 1.5 acres of land for public safety facilities pursuant to Section 3.6 of the Development Agreement, the parties agree that Developer is exempt from the fee for “Fire Suppression Facilities DIFs East Areas” shown in Exhibit E. (c) General Government Facilities and Equipment. In recognition of Developer’s payment of the $2,500,000 Civic Facility In Lieu Fee pursuant to Section 3.5.2 of this Agreement, and in light of the City’s priority of funding the study, design and engineering for City Hall and Corporate Yard renovations, the parties agree that Developer shall pay $636 per residential dwelling unit prior to issuance of a building permit for each residential dwelling unit in the Project in excess of the first 1,500 units.
(d) Library Facilities. In recognition of Developer’s payment of the $2,500,000 Civic Facility In Lieu Fee pursuant to Section 3.5.2 of the Development Agreement, and in light of the City’s priority of funding new and expanded library facilities, the parties agree that 128
65283.00302\41948149.5
11 Developer shall pay $2,180 per residential dwelling unit prior to issuance of a building permit for each residential dwelling unit in the Project in excess of the first 1,500 units. (e) Park Facilities. In recognition of Developer’s payment of $6,000,000 and its obligation to contribute approximately 37 acres of land for the Santa Paula Creek Sports Park pursuant to Section 3.1.1 of this Agreement, and its additional obligations under Section 3.1.1(b) set forth above, the parties agree that Developer is exempt from the Parkland Facilities Fee. (f) Traffic and Circulation Improvements. In recognition of Developer’s roadway and other circulation improvement obligations set forth in Section 3.3 of this Agreement, which are anticipated to cost in excess of $24 million, and in light of the City’s priority of funding certain circulation and beautification improvements on Telegraph Road between Hallock Drive and 12th Street, the parties agree that Developer shall pay $2,000 per residential dwelling unit prior to issuance of a building permit for each residential dwelling unit in the Project in excess of the first 1,500 units. Developer shall also pay $1,000 per residential dwelling unit prior to issuance of a building permit for each residential dwelling unit in the Project in excess of the first 1,500 units to fund the extension of an existing bike trial to the Santa Paula Creek Sports Park. (g) Drainage Facilities. In recognition of Developer’s construction of extensive storm drain improvements costing in excess of $5 million, including the Haun Creek Detention Basin described in Section 3.4 of the Development Agreement, the parties agree that Developer is exempt from this fee.
(h) Wastewater Facilities. In recognition of Developer’s payment of $5,500,000 pursuant to Section 3.8 of the Development Agreement, as well as Developer’s obligation to construct extensive off-site improvements to public sewer facilities, the parties agree that Developer will pay the $780 per unit sewer collection fee in Exhibit E prior to issuance of a certificate of occupancy for each residential dwelling unit in the Project in excess of the first 1,500 units. In addition to the foregoing sewer collection fee, Developer will pay a $4,127.34 per unit wastewater facilities fee based on the City’s 2016 Fee Study prior to issuance of a building permit for each residential dwelling unit in the Project in excess of the first 1,500 units but not to exceed the 1,750th unit. The 1751
st through 2050th unit will be exempt from wastewater facilities fees. (i) Water Facilities. In recognition of Developer’s construction of extensive public water facilities estimated to cost in excess of $24 million, including the water tanks and related improvements described in Section 3.2.1 of the Development Agreement, the parties agree that Developer is exempt from this fee.
(j) Payment of DIF Prior to Certificate of Occupancy. For all residential dwelling units in the Project in excess of the first 1,500 units, Developer will pay development impact fees before issuance of a certificate of occupancy unless specified otherwise in this Agreement for a particular fee.”
129
65283.00302\41948149.5
12 4. Revisions to Article 8. Article 8 (Other Commitments of City and Developer) of the Development Agreement is amended as follows:

2.2, Developer shall meet or exceed its obligation to construct or fund affordable housing units under the City’s Inclusionary Housing Ordinance by providing the gap financing identified by the City as necessary for the successful development of the affordable multi-family rental housing project in the City proposed by Red Tail Multifamily Land Development, LLC, consisting of 36 very-low income units, 130 low-income units, and 132 market-rate units to be located at 18004 East Telegraph Road (APN: 107-0-042-015) (“Red Tail Project”). Specifically, Developer shall contribute a total of $5,500,000 to the City’s Affordable Housing Trust Fund, which shall be paid no later than 30 days before City enters a loan or equivalent instrument to fund the Red Tail Project (the “Red Tail Payment Trigger”). Should the Red Tail Payment Trigger not occur for any reason, in lieu of making the $5,500,000 payment specified above, Developer will (i) contribute a total of $5,500,000 plus an annual increase of $400,000 per year commencing on January 1, 2025, up to a maximum payment of $8,250,000 to the City’s Affordable Housing Trust Fund to be used for alternative offsite rental housing development of at least 50 very-low and low-income units, as determined by City (a “Replacement Project Contribution”), or if no Replacement Project 130
65283.00302\41948149.5
13 Contribution has been made prior to issuance of the 1,501st certificate of occupancy, (ii) pay an in lieu fee to the City’s Affordable Housing Trust Fund of $15,000 per unit prior to issuance of each certificate of occupancy. City agrees to reasonably cooperate in providing documentation at Developer’s request to ensure appropriate treatment of this contribution for tax purposes, at no risk or cost to the City.”

5. Cooperation; Further Acts. Each party agrees to provide reasonable assistance to the other and cooperate to carry out the intent and fulfill the provisions of this Third Amendment.

Each of the parties shall promptly execute and deliver all documents and perform all acts as necessary to carry out the matters contemplated by this Third Amendment.

8. Counterparts. This Third Amendment may be executed in counterparts, each of which shall be deemed an original, and all such counterparts, when taken together, shall constitute one agreement.

THIRD AMENDMENT
TO

CITY OF SANTA PAULA,
a California municipal corporation
By:____________________________
Dan Singer
City Manager
Date: ___________________________
ATTEST:

Julie Latshaw
City Clerk
Date: ___________________________
APPROVED AS TO FORM:

Monica Castillo
City Attorney
Date: ___________________________

LIMONEIRA LEWIS COMMUNITY

EXHIBIT A
Supplemental Sports Park Improvements
133
Sports Park ‐ City of Santa Paula
Estimated Park Contribution Uses
Estimated
Budget
Phase I $2,750,000.00
Overhead Lighting
Tennis Courts 2 (Fence/Gate/Eqp)
Pickle Bal Court 4 (Stripping/Eqp)
Restroom/Concession #2
Baseball Outfield Fence
Phase II $1,250,000.00
Irrigation
Turf and/or Ground Cover
Walking Track/BBQ/Lighting
Community Gathering Space Areas
Total Budget $4,000,000.00
Note ‐ Actual costs will depend on specfications and timing of purchasing of specific approved improvements.
1/16/24 134

EXHIBIT B
Sports Park Implementation Agreement
135

SPORTS PARK IMPLEMENTATION AGREEMENT
This Sports Park Implementation Agreement (the "Agreement") by and between the City of Santa Paula, a municipal corporation ("City"), and Limoneira Lewis Community Builders, LLC, a Delaware limited liability company ("Developer"), is made and entered into as of IV\ tvo,h , 2021. (City and Developer are from time to time referred to in this Agreement as a "party" and collectively as the "parties.")

F. Amendment No. 1 permits City to contribute funding towards the costs of the Santa Paula Creek Sports Park in excess of the Developer's Cap.

B. In furtherance of the development of the Project Site and at the request of Developer, the City established its Community Facilities District No. 1 ("CFD No. 1") and designated three improvement areas ofCFD No. 1 (each, an "Improvement Area"). Within each Improvement Area, special taxes have been authorized to be levied, and bonds secured by such special taxes have been authorized to be issued, to finance, among other things, various City improvements to be constructed by, or on behalf of, the Developer (the "Acquisition Improvements").

D. Section 3.1.1(a) of the Development Agreement requires Developer to construct the Santa Paula Creek Sports Park in phases within 5 years after the Development Agreement became effective, or before City issues a final certificate of occupancy for the 750th residential dwelling unit within the Project, whichever comes first. Pursuant to Amendment No. 1, City extended the date for construction of the first approximately 23 -acre phase of the Santa Paula Creek Sports Park to February 26, 2022 or the issuance ofsuch 750t1 final certificate of occupancy (the "Park Condition"). The Santa Paula Creek Sports Park is one of the Acquisition Improvements.

F. Amendment No. 1 permits City to contribute funding towards the costs ofthe Santa Paula Creek Sports Park in excess ofthe Developer's Cap.

G. City has approved plans for the Santa Paula Creek Sports Park as described in (the "Park Plans") and as depicted in Exhibit A attached hereto. It is expected the total cost of the Santa Paula Creek Sports Park, including, without limitation, all design, #201538 vi 9088.35
136
engineering, plan check, construction and inspection costs, will exceed the Developer's Cap. The purpose of this Agreement is to provide for the funding of the costs of the Santa Paula Creek Sports Park in excess of the Developer's Cap.

H. Capitalized terms used in this Agreement that are not otherwise defined shall have the meaning ascribed to them in the Development Agreement.

AGREEMENT

H. Capitalized terms used in this Agreement that are not otherwise defined shall have the meaning ascribed to them in the Development Agreement.

AGREEMENT

1. Bidding and Construction of Santa Paula Creek Sports Park. Within thirty (30) days following execution of this Agreement by all parties, Developer shall proceed to solicit bids and enter into contracts for the construction ofthe first phase ofthe Santa Paula Creek Sports Park in accordance with the Park Plans and pursuant to the procedures set forth in the Acquisition Agreement. Provided the total amount of the lowest responsive bids to be accepted for construction ofthe Santa Paula Creek Sports Park are equal to or less than $[Developer's Capplus $5,000,000], Developer shall proceed diligently to execute the associated construction contracts and commence and diligently prosecute completion of construction. If the amount of lowest, responsive bids exceeds $[Developer's Cap plus $5,000,000], City shall either agree to reductions in the scope ofthe construction in order to reduce the cost below such amount or the parties shall amend this Agreement in order to specify additional sources of City funding ofthe excess costs.

2. Funding of Santa Paula Creek Sports Park. As of December 31, 2020, Developer had incurred costs of $409,932 with respect to the design, engineering, preparation of the Park Plans and other costs for the Santa Paula Creek Sports Park. Developer shall be responsible for such costs plus the first $[Developer's Cap minus $409,932] of additional costs incurred for the construction ofthe Santa Paula Creek Sports Park, which combined amount equals the Developer's Cap. The remaining costs shall be funded as set forth below in this Section 2. a. Within ninety (90) days following the execution of this Agreement, City shall provide written notice to Developer either (i) that City intends to provide funding for the next $2,500,000 in costs ("City Funding Election") or (ii) that City wishes Developer to advance that amount ("Developer Advance"). Pursuant to the City Funding Election, once the Developer has incurred costs for the Santa Paula Creek Sports Park in the amount of the Developer's Cap, Developer shall begin to provide City with monthly invoices for the amounts incurred in the previous month, which invoices shall be paid by City to Developer within 30 days ofreceipt. If the City elects for the Developer to make a Developer Advance, the amount advanced by the Developer in excess ofthe Developer's Cap, not to exceed $2,500,000, shall be deemed to satisfy an equal amount ofthe first $2,500,000 payment of the Joint Civic Facility in Lieu Fee required by Section 3.5.2 ofthe Development Agreement. The actual amounts paid by Developer pursuant to the Developer Advance shall accrue interest at the rate of 5% annualized from the date of payment until the date the City issues the 500th Certificate of Occupancy within the Project. b. Within 180 days following the execution of this Agreement, City shall provide written notice to Developer ifit wishes to make the City Funding Election or require a Developer Advance for up to the next $2,500,000 in costs of constructing the Santa Paula Creek Sports Park in excess of $[Developer's Cap plus $2,500,000]. In each case, the election selected by City shall be handled in the same manner described above with respect to the first $2,500,000 except that the Developer Advance shall be deemed to satisfy an equal amount ofthe second $2,500,000 payment #201538 vi 9088.35 2
137
of the Joint Civic Facility In Lieu Fee and shall accrue interest at 5% annualized until the date the City issues the 1,000th Certificate of Occupancy within the Project. The City shall pay Developer the full amount of accrued interest on the first Developer Advance within 30 days following issuance of the 500th Certificate of Occupancy and on the second Developer Advance within 30 days following issuance of the 1,00O11Certificate of Occupancy. In each such case, Developer shall provide City a written accounting of the date and amount of each payment made pursuant to a Developer Advance and proof of payment.

3. Satisfaction of Park Condition. The Park Condition shall be deemed satisfied when Developer has expended an amount equal to the Developer's Cap on costs of the Santa Paula Creek Sports Park.

3. Satisfaction of Park Condition. The Park Condition shall be deemed satisfied when Developer has expended an amount equal to the Developer's Cap on costs ofthe Santa Paula Creek Sports Park.

4. Acquisition of Santa Paula Creek Sports Park. Upon completion ofthe Santa Paula Creek Sports Park, Developer may submit the required documentation to the City and CFD No. 1 for acquisition of the Santa Paula Creek Sports Park with the proceeds ofspecial taxes and bonds of one or more of the Improvement Areas. The acquisition price to be paid for the Santa Paula Creek Sports Park shall equal only the amount of costs paid by Developer, including amounts paid pursuant to the Developer Advance(s), and shall not include funds advanced by City pursuant to the City Funding Election(s) or interest accrued on Developer Advances.

This Agreement shall, however, inure to the benefit of and be binding upon the successors and assigns ofthe parties. This Agreement shall be construed and governed by the Constitution and laws ofthe State of California. Should either party to this Agreement commence a court action or proceeding against the other party with respect to this Agreement, the party prevailing in such action or proceeding shall be entitled to receive fi-om the losing party its attorneys' fees, expert witness fees, court costs, and other costs incurred by it in prosecuting or defending such action or proceeding. Any action arising out of this Agreement shall be brought in Ventura County, California, regardless ofwhere else venue may lie. The captions ofthe sections ofthis Agreement are provided for convenience temporarily, and shall not have any bearing on the interpretation of any section hereof. This Agreement may be executed in several counterparts, each of which shall be an original of the same Agreement. If any of the provisions contained in this Agreement are for any reason held invalid or unenforceable, such holding shall not affect the remaining provisions or the validity and enforceability ofthe Agreement as a whole. #201538v1 9088.35 3
138
IN WITNESS WHEREOF, the City of Santa Paula, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested to by its City Clerk under the authority of Resolution No. adopted by the City Council of Santa Paula on the fl day of VI aval , 2021.

CITY:

CITY OF SANTA PAULA,
a municipal corporation
By:

ATTEST:

By:

City Clerk
OWNER:

LIMONEIRA LEWIS COMMUNITY

BUILDERS, LLC,
a Delaware limited liability company
By:

CITY: OWNER:

CITY OF SANTA PAULA,
a municipal corporation
By:

ATTEST:

By:

City Clerk

LIMONEIRA LEWIS COMMUNITY

BUILDERS, LLC,
a Delaware limited liability company
By:

Its: Authorized Agent
#201538 vi 9088.35 4
139

EXHIBIT C
First Amendment to Sports Park Implementation Agreement 140
65283.00302\40891560.11

FIRST AMENDMENT TO

E. Section 3.1.1 of the Development Agreement limits the amount of costs Developer is required to incur with respect to the Santa Paula Creek Sports Park to $6,000,000 (the “Developer’s Cap”).

The Annual Adjustment is calculated by any increase in the Consumer Price Index starting from March 2015 and ending March of the year preceding the City’s fiscal year that work is to be 141
65283.00302\40891560.11
#201538 v1 9088.35 2
constructed. The parties agree that the cumulative Annual Adjustments are equal to $1,339,350, as set forth in the schedule attached as Exhibit A. The sum of the Developer’s Cap plus the Annual Adjustments equals $7,339,350 (the “Adjusted Developer’s Cap”).

K. City Council approved a change order to add $175,000 in City funds for completion of Phase 1 of the Sports Park, which increases the available funding to $12,514,350 ($12,339,350 + $175,000).

AGREEMENT

Developer shall provide City a written accounting of the date and amount of each payment made pursuant to a Developer Advance and proof of payment, as well as any repayments made by the City.

5. Sports Park City Acceptance and Turnover. Upon completion of Sports Park Phase 1 improvements in accordance with City approved plans and permits, Developer shall provide a notice of completion to the City. Upon receipt of the notice of completion from the Developer, the City shall have 30 calendar days to inspect and provide a list of items to complete (“Punch 143
65283.00302\40891560.11
#201538 v1 9088.35 4
List”) by the Developer. Upon Developer completion of Punch List items, City shall have 30 calendar days to approve or disapprove completion of Punch List items, and shall not add additional conditions or requirements unless required by law or any existing agreement between the parties. Upon the City’s request, Developer may approve extensions to City’s deadlines in this Section, which approval shall not be unreasonable withheld. All requests and approvals must be in writing. Within 30 calendar days of City approval of the Punch List, a) the contractors 90-day maintenance period shall begin, and b) the Sports Park Phase I shall be scheduled for City Council to approve and accept turnover of Sports Park Phase I.

IN WITNESS WHEREOF, the authorized representatives of the parties have executed this First Amendment effective as of the first date written above.

CITY:

CITY OF SANTA PAULA,
a municipal corporation
By: _________
Dan Singer, City Manager
OWNER:

LIMONEIRA LEWIS COMMUNITY

BUILDERS, LLC,
a Delaware limited liability company
By:

Its:

ATTEST:

By: _________
Julie Latshaw, City Clerk
APPROVED AS TO FORM:

By: ___________
Monica Castillo, Interim City Attorney
Authorized Agent
144
65283.00302\40891560.11
#201538 v1 9088.35 5
Exhibit A
Sports Park CPI Annual Cost Escalation
145
Sports Park
CPI Annual Cost Escalation
City Fiscal Sports Park Fiscal Year CPI CPI Revised
Year Cost Remaining Cost Fraction Escalation Dev. Cap
2020/2021 $6,000,000 $422,643 1.13 $54,944 $6,054,944
2021/2022 $5,632,301 $3,058,198 1.16 $488,207 $6,543,150 2022/2023 $3,062,309 $3,062,309 1.26 $796,200 $7,339,350 $6,543,150 $1,339,350
Annual
Date CPI Review Numerator Denominator Fraction
Mar 2015 CPI 243.738 2015 243.738 243.738 1.00
Mar 2016 CPI 247.873 2016 247.873 243.738 1.02
Mar 2017 CPI 254.525 2017 254.525 243.738 1.04
Mar 2018 CPI 264.158 2018 264.158 243.738 1.08
Mar 2019 CPI 271.311 2019 271.311 243.738 1.11
Mar 2020 CPI 276.589 2020 276.589 243.738 1.13
Mar 2021 CPI 282.648 2021 282.648 243.738 1.16
Mar 2022 CPI 306.679 2022 306.679 243.738 1.26
Source:

U.S. Dept Labor for all urban consumers within Los Angeles,/Anaheim/Riverside Metropolitan area 12/28/2022 146

EXHIBIT D
Sports Park Phase 1 Punch List
147

SPORTS PARK
City of Santa Paula Punch List 11/7/23
1 As-Built Plans
2 Turf and Irrigation
3 Poor turf establishment and water coverage - General
4 Poor turf establishment and water coverage - along sidewalks 5 Tree replacement selection
5a Plant replacement selection
6 Missing vacuum breaker and support post on hose bibbs 7 Inadequate or absent water pressure/flow at drinking fountains 8 Missing lamp cylinder covers
9 Incomplete electrical at Stage/ cover plates missing
10 Concrete base around light post is missing
11 Seagull deterrent needed on top of lighting fixtures 12 Restroom Building #1 - signage, fire extinguisher, shut-off valve, FD sign off 13 Trash Enclosures and gate locks
14 Trash can sticker replacement
15 Missing fire extinguishers and plexiglass
16 Fence anchor bolt nut and washer to be seated and tightened on Back Stop 17 ¼” or more offsets (vertical lip) in the new sidewalk surrounding the park 18 Amphitheater complete turf, landscape, and irrigation 19 Booster pump electrical service/supply and telemetry operational 20 One light base to be replaced
21 Light concrete based extended into walkway ramp
148

EXHIBIT E
Operating Memorandum No. 3
149
"Citrus Capital of the World" City of Santa Paula
970 Ventura Street • Santa Paula, California • Mailing Address: P.O. Box 569 • 93051 • Phone: (805) 525-4478 • Fax: (805) 525-6278 October 1, 2015
Harold S. Edwards, President
Limoneira Company
1141 Cummings Road
Santa Paula, CA 93060
Re: Operating Memorandum — No. 3
Acceleration of Payment of Development Impact Funds for Police Services as Specified in Section 3.6 of the First Amended and Restated Development Agreement
Dear Mr. Edwards:

Limoneira will make the third and final $250,000 payment on or before February 1, 2016.

Upon the City's receipt of Limoneira's third payment of $250,000 in February, 2016, Limoneira's maximum cost for the Public Safety Facility obligation under Section 3.6 will be Four Million Dollars ($4,000,000.00).
150
If the above comports with your understanding, please sign where indicated below.

Thank you for your continued commitment to the City of Santa Paula.

Very truly yours,
Martin F. Hernandez, ViFVor
City of Santa Paula
Agreed and Acknowledged:

Harold S. Edwards, President
Limoneira Company
151

EXHIBIT F
Operating Memorandum No. 4
152
1111 111 1111 111111111 1 11 11 i 111
20180206- 00013008- 01/ 5
Ventura County Clark and Recorder
MARK A. LUNN
02/ 08/ 2018 03: 02: 29 PM

RECORDING REQUESTED BY
1301023 $ 00 CR
AND WHEN RECORDED MAIL TO:

E. Section 3. 3. 3 of the Development Agreement requires Limoneira Lewis to dedicate a 95- foot wide right-of-way and fund a study to determine the feasibility of the SR 150 bypass.

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

3. 3. 1 and 3. 3. 3 of the Development Agreement.

THEREFORE, the parties agree as follows:

Page I of4
153

1. Santa Paula Bridge. Under Section 3. 3. 1( a) of the Development Agreement, the Developer must use " commercial reasonable efforts" to constrict a new bridge extending Santa Paula Street across Santa Paula Creek to the Project. The Parties intend by this Operating Memorandum to incorporate a definition of the phrase " commercially reasonable efforts" into Section 3. 3. 1( a) of the Development Agreement. The phrase " commercially reasonable efforts" shall have the following meaning as it pertains to Section 3. 3. 1( a):

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.

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
Michael Rock, Harold Edwards,
City Manager Chief Executive Officer

Page 2 ends

Santa Paula City CouncilJanuary 29, 2024

Santa Paula City Council
January 29, 2024