Agenda packet, regular meeting — Santa Paula City Council, February 21, 2024 (part 1 of 2)

City of Santa Paula
City Council

MAYOR LESLIE CORNEJO
VICE MAYOR PEDRO A. CHAVEZ

COUNCILMEMBER JENNY CROSSWHITE

COUNCILMEMBER CARLOS JUAREZ

COUNCILMEMBER ANDY SOBEL

CITY COUNCIL REGULAR MEETING OF THE

SANTA PAULA CITY COUNCIL
WEDNESDAY, FEBRUARY 21, 2024
6:30 PM - City Council Regular Meeting

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

JULIE LATSHAW, CITY CLERK

DAN SINGER, CITY MANAGER

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

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

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

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

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

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

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

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

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

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

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

2. INVOCATION

3. FLAG SALUTE

4. ROLL CALL

5. CLOSED SESSION REPORT

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

7. PRESENTATIONS

7.A SANTA PAULA CHAMBER OF COMMERCE MID-YEAR SERVICE

AGREEMENT PROGRESS REPORT
RECOMMENDATION:

Staff recommends the City Council:

1. Receive and file the Santa Paula Chamber of Commerce mid-year Service Agreement Progress Report.

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

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

7.B COMMUNITY & ECONOMIC DEVELOPMENT DEPARTMENT QUARTERLY REPORT (OCTOBER 2023 - JANUARY 2024)
RECOMMENDATION:

That the City Council receive and file the report.

8. CITY COUNCIL REPORTS

9. CITY MANAGER REPORTS

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

10.A JANUARY 2024 WARRANTS AND CERTIFICATIONS
RECOMMENDATION:

Staff recommends that the City Council:

1. Review and accept the "Certification of Accounts Payable" for the accounts payable payment cycles for January 2024, starting check number 336251 and ending check number 336486.

2. Review and accept the "Certification of Salaries" for the pay period ending dates December 29th, 2023 through January 12th, 2024.

10.B ALCOHOL ENFORCEMENT AGREEMENT FOR PROJECT 23-CUP-03, PROJECT 1912, LLC (DBA: COCINA 1912) LOCATED AT 1069 E. MAIN STREET. (TYPE 41-ON-SALE BEER AND WINE - EATING PLACE)
RECOMMENDATION:

Staff recommends that the City Council:

Approve the Enforcement Agreement for Project No. 23-CUP-03, Project 1912, LLC (dba: Cocina 1912) at 1069 E. Main Street.

10.C ZUMA CONSTRUCTION GROUP, INC. CONSTRUCTION CONTRACT FOR

POLICE STATION REMODEL PROJECT PHASE I
RECOMMENDATION:

Staff recommends that the City Council:

1. Authorize the City Manager to execute a contract with Zuma Construction Group, Inc. for the Police Station Remodel Project, Phase I, in the amount of $675,000 in a form approved by the City Attorney.

10.D QUALITY FENCE COMPANY, INC. CONSTRUCTION CONTRACT FOR

POLICE STATION AND CITY HALL PERIMETER SECURITY FENCE
RECOMMENDATION:

City of Santa Paula - City Council - City Council Regular Meeting 4 Staff recommends that the City Council:

1. Authorize the City Manager to execute a contract with Quality Fence Company, Inc. for the Police Station and City Hall Perimeter Security Fence in the amount of $239,721.00 in a form approved by the City Attorney.

10.E 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 City Council:

4."
Staff intends to present the proposed East Area 1 Specific Plan Amendment No. 4 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.

11. ACTION ITEMS

11.A MID-YEAR FISCAL REPORT
RECOMMENDATION:

Staff recommends that the City Council approve Resolution No. 7502 Amending the City’s Operating and CIP Budgets for FY 2022/2023 & 2023/24.

Presented by: Finance Director Christy Ramirez

11.B AMERICAN RESCUE PLAN ACT (ARPA) UPDATE & FUNDING

CONSIDERATIONS
RECOMMENDATION:

Staff recommends City Council:

1. Receive an update from staff on completed ARPA programs, projects or purchases;

2. Review staff recommendations on ARPA items for reallocation of funds; and

3. Adopt Resolution 7501 amending previous ARPA allocations and establishing additional priorities for the use of unused funds.

Presented by: Jonathan Royas, Deputy City Manager
City of Santa Paula - City Council - City Council Regular Meeting 5

11.C CONSIDERATION OF EXPANDING VIDEO RECORDINGS TO

COMMISSIONS, SPECIAL MEETINGS & STUDY SESSIONS
RECOMMENDATION:

Staff recommends the City Council:

1. Discuss and provide staff direction regarding the possible expansion of video recordings to more commissions, special meetings and study sessions.

Presented by: Jonathan Royas, Deputy City Manager

12. ITEMS FOR FUTURE AGENDAS

12.A FUTURE AGENDA ITEMS
RECOMMENDATION:

Staff recommends City Council review future agenda items.

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

On_________________ at______________Signed:_________________________ Julie Latshaw
City Clerk
City of Santa Paula - City Council - City Council Regular Meeting 6 To: Honorable Mayor and Members of the City Council
From: Jonathan Royas, Deputy City Manager
Subject: SANTA PAULA CHAMBER OF COMMERCE MID-YEAR SERVICE

AGREEMENT PROGRESS REPORT
Date: February 21, 2024
Agenda Item: 7.A

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

Staff recommends the City Council:

1. Receive and file the Santa Paula Chamber of Commerce mid-year Service Agreement Progress Report.

Presented by: John Marquez, Chamber of Commerce Executive Director BACKGROUND:

As part of the ongoing commitment to transparency and collaboration, the Santa Paula Chamber of Commerce is pleased to provide a mid-year update on the progress of our service contract agreement with the City of Santa Paula.
**Service Agreement Details: **
- Commencement Date: July 1, 2023
- Conclusion Date: June 30, 2024
- Initiation Date: September 6, 2023
**Scope of Services: **
The service agreement is instrumental in driving economic and community development within the City of Santa Paula. It encompasses various key components aligned with the City's TwoYear Strategic Plan.

Progress Update on Key Components:

1. [ARTS, CULTURE & ENTERTAINMENT]
7 - Objective #1 - Public Arts/Murals - Support public art and the mural program.

New Chamber sponsored Community Center mural to begin March 2024 Assisted in sourcing Artist for new Harding Park murals.

Begin work with Fire Memorial Committee on new mural for building on 8 th and Santa
Barbara Streets (Q2). Work on preservation and restoration of several existing community murals and public art (Q3).

Partnership with the Santa Paula Theater Center and the House of Magic Foundation for the Arts to bring the 1
st annual Santa Paula Film Festival July 26-28, 2024.
-Objective #3 - QR Codes - Pursue the integration of technology with QR codes for historical buildings/murals.

Currently exploring options on QR Code materials for monuments and murals.

Estimated launch by Q3.

Creating web pages on existing platforms and/or new website to feature existing community art.

Launch Q2.

2. [ECONOMIC DEVELOPMENT]
- Objective #2 - Business Communications - Create a positive business environment by increasing communications and partnerships with new and existing businesses.

Worked with several businesses on grand openings and networking opportunities. Worked with the city on four Business Roundtables since July 2023.

Held one Holiday Marketing meeting with businesses in November 2023.

Implemented our second annual Small Business Season campaign in Nov.-Dec. to promote the importance of supporting small businesses during the holiday season.

Facilitated Small Business Saturday marketing campaign, a community holiday train toy drive and the Holiday Parade on November 25
th.

Partnership with the PBID and downtown business owners on the improvement of the downtown district.

Partnership with Women’s Economic Ventures on the second cohort for the Emprendimiento Program Feb 15
th-April 11th, 2024.

The first cohort in 2023 included 24 local businesses. Ten Santa Paula businesses received $7,500 business grants for participating.

Partnership with the city to provide free or low-cost business training workshops to the community. SCORE, EDC, the SBA, and others are partners in this program.

Partnership with the PBID to fund one Management Fellow to improve business communication in the community through improved messaging and business contact.

Annual State of the City / Chamber Awards (Spring 2024). - Objective #6 - Business Attraction - Prepare an economic base study to identify business sectors with greatest potential for expansion in Santa Paula and implement a business retention, marketing, and recruitment program to attract those businesses. (General Plan Economic Development & Downtown 1.B).

In partnership with Ventura County Community Foundation, the chamber will be working 8 on a program to identify and categorize business sectors in the community. This will assist in the Isabella Project Program business information outreach campaign.

Attended meeting in August with community stakeholders to host SSTEPS on potential investment in the Community. Discussion with VCCU on SP location. Working with Management Fellows to understand Placer.ai platform and how to use information for business community.

3. [PUBLIC SAFETY & EMERGENCY PREPAREDNESS]
- Objective #8 - Emergency Communications - Explore technology and increase subscribership with emergency communications to enhance disaster-preparedness efforts.

Working with the Santa Paula Citizens Core organization to assist in advocating for the community on Public Safety and Emergency Preparedness.

Restart Radio Station AM1610.

Build on Neighborhood Watch program to include the business sector. Work with the Police Department on distributing Public Safety information to the business sector.

Continue to provide PPE Materials to the business sector (Covid-19 test kits, masks, gloves, etc.).

4. [CONNECTED AND HEALTHY COMMUNITY]
- Objective #1: Community Education - Provide community education about City projects, processes, & permits.

Working with PBID and city staff to address vacant buildings in the downtown area.

Developing “Did You Know” video series.

Educational and informational videos for the businesses and community.

Estimated start time - April 2024.

Developed a Community App for the County 150 “Mountains to the Sea Jubilee”.

Murals Tour.

Museum information.

Downtown District information map.

Historical Society’s Walking Tour.
“Listen Up Santa Paula” weekly podcast.

Provide Information on the community.

Various community guests to discuss current community topics.

Facilitating community information events and Town Halls.

District 3 Supervisors Candidates Forum.

5. [COMMUNITY VITALITY]
- Objective #2 - Internships - Expand and enhance a Citywide Internship and Apprentice Program.

Partnership with the PBID to employee one Management Fellow.

Introduced “Santa Paula Connections” monthly video newsletter.

City updates.

Business updates.

Community updates.
9 Management oversite of the weekly Santa Paula Farmers Market.

This update serves to highlight the positive strides made in each of the outlined key components, reinforcing our shared commitment to the strategic goals outlined in the agreement.

We remain dedicated to the successful fulfillment of our obligations under this agreement and look forward to continued collaboration for the betterment of the City of Santa Paula.

Thank you for your ongoing support.

The Santa Paula Chamber of Commerce
ANALYSIS:

STRATEGIC PLAN:

FISCAL IMPACTS:

OPTIONS:

ATTACHMENTS:
10 To: Honorable Mayor and Members of the City Council
From: James Mason, Community & Economic Development Director Subject: COMMUNITY & ECONOMIC DEVELOPMENT DEPARTMENT
QUARTERLY REPORT (OCTOBER 2023 - JANUARY 2024)
Date: February 21, 2024
Agenda Item: 7.B

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

That the City Council receive and file the report.

BACKGROUND:

STAFF UPDATES
The department is pleased to announce the appointment of staff to the following positions:

Administrative Analyst – Miguel Perez
Management Analyst/ Housing – Caesar Hernandez
Code inspector – Andres Torres

PLANNING DIVISION
2021-2029 Housing Element Update
Following two years of preparation and multiple submittals and interactions with the State Department of Housing and Community Development, the 6
th Cycle of the City’s Housing
Element has been approved. As we move forward there will be several administrative and policy initiatives the city will need to implement to ensure we are in compliance with the approval requirements outlined in the approved element.

PLANNING COMMISSION ACTIVITY (October-January)
October 24, 2023 PC Meeting:

Adopted Resolution No. 3852, recommending the City Council approve the addendum to the Environmental Impact Report (EIR) prepared for the Santa Paula West Business Park.

Adopted resolution No. 3853, approving a conditional use permit and landscape review for a new automotive business, FULL-SCALE HOT RODS & CUSTOMS, to provide repair, customization, and restoration of automobiles, including bodywork, engine repair, 11 and fabrication and paint at an existing vacant garage and parking lot at 1119 East Main St, subject to conditions of approval.

November 14, 2023 PC Meeting:

Adopted resolution No. 3852 recommending that the City Council approve the addendum to the Santa Paula West Business Park Specific Plan Environmental Impact Report and an amendment to the Santa Paula West Business Park Specific Plan.

December 12, 2023 PC Meeting: Cancelled
January 23, 2023 PC Meeting:

Adopted Resolution No. 3857 to modify the existing Conditional Use Permit for EsVolta / Black Walnut Battery Energy Storage Project at 211 N. 12th Street to remove the proposed 15,000-sf warehouse building, reflect a city-approved 5G cell tower which is anticipated to be constructed onsite prior to commencement of construction of the BESS, updated street paving, and related minor landscaping, lighting and parking changes, and find the project categorically exempt from the California Environmental Quality Act based on §15304 and §15332 of Title 14 of the CA Code of Regulations.

Adopted Resolution No. 3855 for a Conditional Use Permit to allow minor building and site upgrades for a construction equipment sales and service facility (“Bobcat Equipment”) at an existing vacant building located at 104 N. Palm Avenue. (APN: 103-0- 044-115), And finding the project categorically exempt from the California Environmental Quality Act under the Class 1 exemption set forth in State CEQA Guidelines Section 15301.

Adopted Resolution No. 3854 for a Conditional Use Permit to allow alcohol sales (Type 41: On-sale Beer and Wine – Eating Place) at Cocina 1912, a restaurant located at 1069 E. Main Street.

Adopted Resolution No. 3856 recommending the City Council adopt an ordinance amending Chapter 16.35, “Housing Opportunities Overlay Zone” of the Santa Paula Municipal Code, updating the city’s design review procedures pertaining to affordable housing located within the city’s commercial/light industrial zone, and find that the ordinance is not a “project” or is otherwise exempt from CEQA.

SPECIFIC PLAN UPDATES
Santa Paula West Business Park Specific Plan (SP-6)
The Project is within the West Area 2 Expansion Area as designated by the Santa Paula General Plan on the western edge of the City of Santa Paula and consists of ±54 acres of the 125-acre Expansion Area. The land uses envisioned within the Specific Plan will be a mix of low-intensity industrial (such as light manufacturing or research and development), professional offices, and supporting commercial businesses.

On January 10, 2024 the City Council approved an ordinance amending the Specific Plan to incorporate the changes resulting from required amendments to the drainage and flood control elements of the plan Staff plans to take the revised documents to the Local Area Formation Commission (LAFCo) in February for review and hopes to schedule a LAFCO hearing soon after to finalize the annexation of the properties.
12 East Area Specific Plan - Harvest Development
Approved project includes 1,500 new dwelling units of different types on approximately 500- acres. Construction continues on residential units and the first phase of development (586 units) is nearing completion. The project submittal for Phase II is under review and the tentative tract map was approved by City Council. The Santa Paula Creek bridge plans are being prepared for review by the city and an initial submittal has been approved by the Army Corp of Engineers and county watershed protection (estimated completion spring 2025).

Phase I of the Sports Park is nearly completed with opening planned 4 th quarter 2023.

Negotiations for an amended development agreement are underway to address Lewis’ plans to add an additional 550 homes.

East Gateway Specific Plan
Staff is reviewing the concept plans and layout for the medical facility at the southeast corner of Hallock Road and SR-126. The mix of uses that will include medical offices and a hospital with the possibility of including senior care facilities, and an outpatient surgical center. The developer is currently reviewing options with staff for amendments to the Area Specific and additional hotel and restaurant uses

COMMERCIAL DEVELOPMENT UPDATES
Gun Smoke BBQ (817 E Main St): Restaurant
The facility received its approved liquor license and enforcement agreement and has been open and operation since December 21
st
.

La Terraza (1080 E. Main Street): Banquet Hall
Proposal for a new 6,672-sf multi-venue event space adjacent to La Terraza Restaurant. A new Conditional Use Permit was approved by the Planning Commission on January 26, 2022.

The project building plans are ready for permitting and building improvements are underway.

Good Orchard Event Center and Café (133 Mill Street)
The initial project (Wesley Hall repurpose/renovation) which includes a catering and event center, café and alcohol license is nearing completion of plan review. The project site will be phased to include the future redevelopment of another existing onsite structure (Faulkner Hall) into affordable apartments. Plans are under review for the two projects and staff continues to closely engage with the developer regarding these phases and the potential to turn the existing church on the project site into an arts and event space.

Parque 1055 Bar and Grill (1055 East Main Street)
The project is composed of the redevelopment of an auto parts and repair facility into a tap room, wine bar, restaurant and grill. The site and building improvements are well underway and the developer has plans to open 3
rd quarter 2024.

Full Scale Custom Hot Rods 1117- 1119 E. Main Street
The business is a new locate from Ventura who specialized in high-end car customization and 13 restoration. Their Conditional Use Permit was review by the Planning Commission in October and the facility is currently operational and additional building improvements are well underway.

East Area Gateway (Hallock/126/Telegraph)
On a 113,000 square foot commercial center which will include grocery, in-line retail and multiple restaurant pads. Staff is working with developer to create a site that promotes walkability, connection, and cohesion of amenities and services. Concept review for the site has been completed and the developer is working on completion of building plans for submittal.

INDUSTRIAL DEVELOPMENT UPDATE
Santa Maria Industrial Park (324 W. Santa Maria Street): Industrial Park Project approved by Planning Commission in 2012. City staff continuing to coordinate with applicants to complete project. A conservation easement violation has been resolved and the project is continuing with requisite design and engineering submittals. The review of the Conditional Letter of Map Revision (CLOMR) which addresses project potential alterations to flood hydrology, has been completed by the county watershed protection district and the city and will be submitted to FEMA for approval of the final Letter of Map Revision (LOMAR).

Vertical construction will be contingent of the FEMA approval which is expected early 2024.

Santa Paula Self Storage Too (324 E Santa Maria St): Self Storage Facility Proposal for a 5-building, 262-unit self-storage facility. Plans have been submitted and site grading and utility work is underway. The project will commence development once the underlying Santa Maria Industrial Park project has received FEMA approval.

Bender Property (Todd Rd and SR 126)
The developer, Bender Farms, is currently planning an additional 76,000 square foot industrial shell building and plan review is currently underway. As a part of the project, improvements will be made to Todd Rd, Calpipe Rd. and Peck Rd.

RESIDENTIAL DEVELOPMENT UPDATE
Santa Paula Public Benefit Housing/First-Time Homebuyer Program Ventura County Community Development Corporation (VCCDC) has been selected for the administration of the program and staff will request budget appropriation from the Council. City staff and the VCCDC have conducted an orientation with the sales team at Harvest and are currently collaborating on marketing materials and program promotion. All existing homes have been sold and the program promotion and implementation will commence with Phase 1d (former school site) and phase 2 (Foothill) of the Harvest development.

People’s Self-Help Housing (PSHH) 714 W Harvard Blvd
Construction of the 6 deed-restricted affordable housing development which broke ground in May 2022 is well underway with completion expected summer of 2024. 14 Former Kmart (859 Faulkner Rd.)
Harridge Development Group, LLC., the owner and developer for the site has submitted a preliminary plan for 240 market-rate apartment townhomes with an affordable component.

Environmental review has been completed for the project. Staff plans to have the design review completed in coming weeks and plan submittal is expected in March 2024. 11th Street Townhomes
Ten market rate townhomes on Main Street and 11th Street. Design review has been completed and the project plans are under review.

King Building Apartments (929 East Main Street)
Six second-floor, market-rate apartment units above ground-floor retail. Project plan review is complete. Staff is awaiting word from developer on construction start date, which is on hold due to the developers’ investment in several other major development projects in the county.

Red Tail Apartments (18004 East Telegraph Rd)
298-unit apartment complex at East Telegraph Rd. and Whipple Rd. - 162 affordable units (40 Very-Low and 122 Low) along with 136 market-rate units. The project will contribute significantly to the city’s progress toward satisfying SCAG 6 th Cycle RHNA requirements. The
developer is working with city staff to finalize agreements that include housing in-lieu funds from the Harvest Development and deferred impact fees. The developer is applying for tax exempt bonds for the development of the affordable portion of the project and hopes to begin construction in early 2025.

Mixed-Use/Senior Living (603 East Main Street)
Mixed use senior living and commercial project composed of ~6,800 square feet of commercial and 27 senior apartments. The developer is working with the Housing Authority on connecting potential tenants through their section-eight waiting list.

Harvest at Limoneira-Lewis (East Area 1)
All 586 lots for Phase I of the project have been sold to home builders and 585 homes are occupied. Due to high interest rates the developer has been focusing on infrastructure and site preparation and is working to negotiate with builders purchase of future phases. Of the 121 units available in Phase 1d 50 have been sold to Lennar and the remainder to Richmond American for housing development. The developer is projecting construction to begin by March 2024. In addition, Lewis has plans to develop a 300-unit duplex apartment project directly south of the Sports Park.

New Business Licenses
12 new Commercial business licenses and 10 Home Business Occupations were issued October – January 2023/2024
Development Applications
15 4 new development applications were received October - January 2023/2024.

Planning Applications
14 new planning applications were received October- January 2023/2024

BUILDING & SAFETY DIVISION
Permit and Fee Activity
2023 VALUATION $18,955,318.34
BUILDING PERMITS 102 $43,734.49
PLUMBING PERMITS 16 $1,947.42
ELECTRICAL PERMITS 43 $4,147.42
MECHANICAL PERMITS 25 $2,359.42
TOTAL 186 $52,188.75
2022 VALUATION $5,339,640.84
BUILDING PERMITS 67 $86,643.30
PLUMBING PERMITS 40 $7,009.00
ELECTRICAL PERMITS 81 $13,131.00
MECHANICAL PERMITS 36 $6,660.00
TOTAL 224 $113,443.30
Staff continues to regularly dialogue with commercial and industrial real estate brokers and landowners to look for opportunities to connect businesses with available properties and expand options for employment growth.
16 Staff continues to participate in Business round-table meetings, PBID coordination and faceto-face meetings with businesses.

OTHER ACTIVITIES
Development Services Process and Program Audit – Citygate The consultant conducted staff and city consultant in January and in addition conducted community surveys (provided in English and Spanish). Hard copies of surveys were made available at customer service counters and surveys were direct emailed to prior permit applicants and businesses. In coming weeks, we will be discussing department operations with an outcome focused on program and process improvement that will address customer service, technology, metrics and inter departmental and inter-agency collaboration.

Wayfinding Project – Hunt
The consultant has developed several specific signage concepts. In coming weeks, they will be presented to the Wayfinding Committee. In addition, they are working on gathering base maps, parking information, city branding information, and a comprehensive list of destinations within the community.

ANALYSIS:

STRATEGIC PLAN:

FISCAL IMPACTS:

OPTIONS:

ATTACHMENTS:
17 To: Honorable Mayor and Members of the City Council
From: Beatriz Jimenez, Assistant Finance Director
Subject: JANUARY 2024 WARRANTS AND CERTIFICATIONS
Date: February 21, 2024
Agenda Item: 10.A

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

Staff recommends that the City Council:

1. Review and accept the "Certification of Accounts Payable" for the accounts payable payment cycles for January 2024, starting check number 336251 and ending check number 336486.

2. Review and accept the "Certification of Salaries" for the pay period ending dates December 29th, 2023 through January 12th, 2024.

BACKGROUND:

This staff report certifies the separation of duties between the Preparer (Accounting and Payroll Specialist) and the Reviewer (Finance Director and Assistant Finance Director).

Presented in the attached documents:
a) CERTIFICATION OF ACCOUNTS PAYABLE CHECKS by check number range and dates.

It also discloses any voided checks.
b) EXPENSE REPORTS showing the amount and funds accounts payable came from.

The "Check Report" depicts the following columns:
c) AP-ACCOUNTS PAYABLE for the vendors (non-City staff) by the vendor number, vendor name, payment date, payment amount and check number (entitled 'number'). d) PY-PAYROLL for benefit payments, insurance, retirement, etc. Benefits payable on behalf of City staff.
e) Bank Code Summary by payment type.
f) Fund Summary by fund the accounts payables utilized. 18 CERTIFICATION OF SALARIES
This is the certification (separation of duties between "preparer" and the "reviewer") of salaries and benefits (payroll checks) by fund. It lists salary (payroll) issued checks by beginning and ending check number, payroll ending dates December 29th, 2023 through January 12th, 2024.

ANALYSIS:

See the attachments for expense breakdown by respective fund.

STRATEGIC PLAN:

None.

FISCAL IMPACTS:

None.

OPTIONS:

1. Receive and file January 2024 Certifications of Accounts Payable Checks and Certifications of Salaries.

ATTACHMENTS:

January 2024 AP & PY Certifications.pdf
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49 50
51 To: Honorable Mayor and Members of the City Council
From: Anna Arroyo, Assistant Planner
Subject: ALCOHOL ENFORCEMENT AGREEMENT FOR PROJECT 23-CUP-03, PROJECT 1912, LLC (DBA: COCINA 1912) LOCATED AT 1069 E. MAIN STREET. (TYPE 41-ON-SALE BEER AND WINE - EATING PLACE)
Date: February 21, 2024
Agenda Item: 10.B

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

Staff recommends that the City Council:

Approve the Enforcement Agreement for Project No. 23-CUP-03, Project 1912, LLC (dba:

Cocina 1912) at 1069 E. Main Street.

BACKGROUND:

It is in the best interest of the citizens of the City of Santa Paula (the City) to monitor and control the sale of alcoholic beverages within the City. Enforcement Agreements have been successfully used by other California communities as a means to better monitor and enforce compliance with special conditions concerning alcohol sales.

Per SPMC Chapter 16.58 Alcoholic Beverage Sales, a Conditional Use Permit is required for alcohol sales. On January 23, 2024, the Santa Paula Planning Commission unanimously approved Resolution No. 3854 (Attachment B) for Project 23-CUP-03 “Cocina 1912” restaurant for a CUP to authorize a new California ABC Type 41 license: On-Sale Beer and Wine - Eating Place license that authorizes the sale of beer and wine for consumption on the licensed premises.

ANALYSIS:

The Conditional Use Permit (CUP) granted to the Applicant under Santa Paula Planning Commission Resolution No. 3854 is predicated upon execution of an Enforcement Agreement between the Applicants and the City.

SPMC Chapter 16.58 - Alcoholic Beverage Sales, 16.58.010(I) Development Standards and Use Conditions:

The property owner/operator/applicant and the City must enter into an enforcement agreement to facilitate the control of the sale of alcohol, inclusive of spirits, distilled liquor, beer and wine at this site before selling alcohol on the subject property. This agreement will be subject to 52 review and approval of the City Council. The agreement must also obligate any heirs, assigns, and other future owners/operators of the establishment, or must be replaced by a new similar agreement.

The agreement, as reviewed by the City Attorney, is provided as Attachment A.

STRATEGIC PLAN:

Assisting business with achieving operational goals addresses City Council Strategic Goal for Economic Development: Enhancing the economic vitality of the community through measures targeted towards development and business retention and expansion and attraction, resulting in diverse housing options, increased revenue generation, job creation, and a businessfriendly community.

FISCAL IMPACTS:

There is a potential loss of business and sales tax revenue if the Enforcement Agreement is not approved, as an Enforcement Agreement is required for alcohol sales.

OPTIONS:

The following alternatives are available to the City Council:

1. Make changes to Enforcement Agreement.

2. Continue the hearing in order to obtain further information or for the applicant to make any requested revisions to the project.

3. Deny the Enforcement Agreement. A denial would prohibit the sale of alcoholic beverages at the subject location.

ATTACHMENTS:

A-Enforcement Agreement, Cocina 1912-02.21.2024.pdf
B-PC Reso. 3854, COCINA 1912.pdf
C-FLOORPLAN.pdf
D-SITE PHOTOS.pdf
53 ATTACHMENT A

ENFORCEMENT AGREEMENT
Between
The City of Santa Paula (the City)
And (the Applicant)
Project 1912, LLC
For Project No. 23-CUP-03, “Cocina 1912”
1069 E. Main Street, Santa Paula, CA 93060
for
California ABC Type 41 license (On-Sale Beer and Wine-Eating Place) This Enforcement Agreement (“Agreement”) is entered into by the undersigned on February 21, 2024, at the City of Santa Paula, Ventura County, California based on the following recitals:

A. It is in the best interest of the citizens of the City of Santa Paula (the City) to monitor and control the sale of alcoholic beverages within the City; B. Per SPMC Chapter 16.58 - Alcoholic Beverage Sales, 16.58.010(I) Development Standards and Use Conditions:
“The property owner/operator/applicant and the City must enter into an enforcement agreement to facilitate the control of the sale of alcohol, inclusive of spirits, distilled liquor, beer and wine at this site before selling alcohol on the subject property. This agreement will be subject to review and approval of the City Council. The agreement must also obligate any heirs, assigns, and other future owners/operators of the establishment, or must be replaced by a new similar agreement.”
C. On January 23, 2024 the Santa Paula Planning Commission unanimously approved Resolution No. 3854 for Project No. 23-CUP-03 “Cocina 1912”, for a CUP to authorize a new California ABC Type 41 license (On-Sale Beer and Wine-Eating Place), located at 1069 E. Main Street;
D. The Conditional Use Permit (CUP) granted to the Applicant on January 23, 2024 by the Santa Paula Planning Commission per Resolution No.3854 is predicated upon execution of an Enforcement Agreement between the Applicant and the City; E. Enforcement agreements have been successfully used by other California communities as a means to better monitor and enforce compliance with special conditions concerning alcohol sales;
54 NOW THEREFORE, the parties agree to the following:

I) PUBLIC DOCUMENT
This Agreement is a public document. A copy of this Agreement must be kept at all times on the premises, and must be made available for review immediately upon request by law enforcement personnel and members of the public. Failure by the Applicant or employees of the Applicant to produce a copy of this Agreement when asked to do so by a law enforcement officer shall be deemed a violation of the Agreement.

II) CONDITIONS
Failure to comply with any of the conditions set forth below is a breach of this agreement and a violation of the CUP. Each failure by the Applicant to comply with any one condition listed below must be considered an individual and separate breach of this Agreement.
a) The Applicant and all licensees, sublessees, must adhere to the Conditional Use Permit (CUP) granted to the Applicant under Santa Paula Planning Commission Resolution No. 3854 (attached).
b) The Applicant and all licensees, sub lessees, must have a current, valid Alcohol Beverage Control license in order to serve alcoholic beverages. c) The Applicant and all licensees, sublessees, and their employees or agents who engage in the sale of on-site alcoholic beverages to the public must complete a course in Responsible Beverage Service (RBS) or equivalent such as Licensee Education on Alcohol and Drugs (LEAD), Learn2Serve (program may be done online) and in-restaurant training within thirty (30) days of the granting of a license and/or date of employment.
d) There must be no signs advertising any kind of alcoholic product which will be easily visible from the exterior of the business. This prohibition does not apply to business signage representing a registered company name.
e) Sale and consumption of alcoholic beverages shall be governed by the California Department of Alcoholic Beverage Control license type, per California Business and Professions Code, Article 3. Rights and Obligations of Licensees § 23355 - 23405.4 as it relates to on-sale and off-sale alcoholic beverages, and, any other requirements per CA ABC.
f) A copy of these conditions must be maintained on the premises and made available upon the demand of any peace officer.
55 III) BREACH OF THIS AGREEMENT
A breach of any condition listed in Section II (Conditions) above is a breach of this Agreement and a violation of the Applicants' Conditional Use Permit (CUP), which may result in the amendment or revocation of the CUP. This Agreement shall be immediately terminated upon revocation of Applicant’s CUP.”

IV) ENFORCEMENT
For each breach of the Agreement, the Applicant must pay a fine of five hundred ($500.00). Each breach constitutes substantial and sufficient evidence for the Planning Commission to amend or revoke the Applicants' Conditional Use Permit.

In addition, the Police Department may stop the sale of alcohol for noncompliance with conditions or problems arising from the consumption of alcohol or entertainment.

V) ENFORCEMENT COSTS
Enforcement costs incurred by the City caused by noncompliance with the Agreement by the Applicant, and including but not limited to citations for violations, issuance and collection of fines or other penalties, and related administrative paperwork and bookkeeping, must be fully recoverable by the City from the Applicant based upon a schedule of fully allocated hourly rates.

VI) APPEALS
Any violation or breach by the Applicant of the Agreement may be appealed in writing to the Planning Commission. The appeal must be filed in the office of the Community and Economic Development Department within ten (10) calendar days of the notice of the violation(s) being sent. Failure to file a timely written appeal constitutes a waiver of any right of appeal. The appeal fee to the Planning Commission is required and is the responsibility of the appellant. The appeal fee is per the approved Fee Schedule in effect at the time of appeal filing.

VII) AMENDMENTS
No amendment, modification, or supplement to this Agreement shall be binding on any of the parties unless it is in writing and signed by authorized representatives of the parties in interest at the time of the modification.

VIII) BINDING EFFECT
Each and all of the provisions hereof must be binding on and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and permitted assigns.

IX) FORCE MAJEURE
56 No party will be liable for any failure to perform its obligations in connection with any action described in this Agreement, if such failure results from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond such party's reasonable control (including any mechanical, electronic, or communications failure, but excluding failure caused by a party's financial condition or negligence).

X) WAIVER OF BREACH
No waiver of any provision or consent to any action will constitute a waiver of any other provision or consent to any other action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide a waiver in the future except to the extent specifically set forth in writing. Any waiver given by a party shall be null and void if the party requesting such waiver has not provided a full and complete disclosure of all material facts relevant to the waiver requested.

XI) ENTIRE AGREEMENT
This Agreement and all Exhibits hereto, as well as agreements and other documents referred to in this Agreement constitute the entire agreement between the parties with regard to the subject matter hereof and thereof. This Agreement supersedes all previous agreements between or among the parties. There are no agreements, representations, or warranties between or among the parties other than those set forth in this Agreement or the documents and agreements referred to in this Agreement.

XII) SEVERABILITY
If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof will be stricken from this Agreement, and such provision will not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this section, then this stricken provision will be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.

XIII) GOVERNING LAW
This Agreement will be governed by and construed under the laws of the State of California, irrespective of such state's choice of law principles.

XIV) CONSTRUCTION
The terms of this Agreement have been negotiated by the parties hereto and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent. This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under this Agreement. No rule or strict construction will be applied against any person.

XV) TRUTHFULNESS
57 The recitals set forth at the beginning of this Agreement of any matters or facts shall be conclusive proof of the truthfulness thereof and the terms and conditions set forth in the recitals, if any, will be deemed a part of the Agreement.

XVI) REPRESENTATION BY COUNSEL
Each party has been represented by counsel in the negotiation and execution of this Agreement. This Agreement was executed voluntarily without any duress or undue influence on the part of or on behalf of the parties hereto. The parties acknowledge that they have read and understood this Agreement and its legal effect. Each party acknowledges that it has had a reasonable opportunity to obtain independent legal counsel for advice and representation in connection with this Agreement. Each party further acknowledges that it is not relying on and it is not for the purposes of the negotiation, execution, and delivery of this Agreement, a client of the legal counsel employed by any of the other parties to this Agreement.

XVII) COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which must be deemed an original, but all of which together will constitute one and the same instrument.

This Agreement will not be effective until the execution and delivery between each of the parties of at least one set of counterparts. The parties authorize each other to detach and combine original signatures pages and consolidate them into a single identical original.

Any one of such completely executed counterparts will be sufficient proof this Agreement. 58 ENFORCEMENT AGREEMENT
Between
The City of Santa Paula (the City) and (the Applicant)
Project 1912, LLC
For Project No. 23-CUP-03 “Cocina 1912”
1069 E. Main Street, Santa Paula, CA 93060
for
California ABC Type 41 license (On-Sale Beer and Wine-Eating Place) February 21, 2024
Oscar Dominguez, CEO/Applicant
Project 1912, LLC
Date:

CITY OF SANTA PAULA:

Dan Singer
City Manager
APPROVED AS TO FORM:

Monica Castillo
City Attorney
59 RESOLUTION NO. 3854

A RESOLUTION OF THE SANTA PAULA PLANNING COMMISSION APPROVING A CONDITIONAL USE PERMIT FOR PROJECT NO. 2023-CUP-03 TO ALLOW THE

SALE OF ALCOHOL IN COMPLIANCE WITH THE CALIFORNIA DEPARTMENT OF ALCOHOL AND BEVERAGE CONTROL TYPE 41 LICENSE PROVISIONS AT 1069 E. MAIN STREET
The Planning Commission of the City of Santa Paula does resolve as follows:

SECTION 1: The Planning Commission finds and declares that:

A. On November 30, 2023, Oscar Dominguez on behalf of Project 1912, LLC (Property Owner) filed an application for Project No. 2023-CUP-03, a Conditional Use Permit to allow the sale of alcohol on-site in compliance with the California Department of Alcohol and Beverage Control Type 41 license provisions at an existing restaurant doing business as Cocina 1912 at 1069 E. Main Street (APN:
101-0-211-095);
B. Per SPMC § 16.58.010, the sale of alcohol requires the issuance of a CUP; C. The Project was reviewed by the City’s Planning Division for, in part, consistency with the General Plan and conformity with the Santa Paula Municipal Code; D. The City Planning Division reviewed the project’s environmental impacts under the California Environmental Quality Act (Public Resources Code §§ 21000, et seq., “CEQA”), the regulations promulgated there under (14 Cal. Code of Regulations §§15000, et seq., the “CEQA Guidelines”), and the City’s Environmental Guidelines (“Santa Paula Guidelines”; CEQA, CEQA Guidelines and Santa Paula Guidelines collectively referred to as “CEQA Regulations”); E. The Planning Division completed its review and scheduled a public hearing regarding the application before this Commission for January 23, 2024; F. On January 23, 2024, the Commission opened a public hearing to receive public testimony and other evidence regarding the application including without limitation, information provided to the Commission by the Applicant; and G. The Commission considered the information provided by City staff, public testimony, and the Applicant’s representative. This Resolution, and its findings, are made based upon the evidence presented to the Commission at its January 23, 2024 hearing including, without limitation, the staff report submitted by the Planning Division.
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SECTION 2: Factual Findings and Conclusions. Pursuant to the SPMC Chapter 16 Development Code, the Planning Commission finds that the following facts exist:

A. The Applicant is requesting a Conditional Use Permit to allow the sale of beer and wine (ABC License - Type 41) with the existing restaurant use located in the Central Business District zone at 1069 E. Main Street.

B. The facility would operate under a California Department of Alcohol and Beverage Control Type 41 on-sale license.

C. The Project does not entail changes to the footprint of the existing building at this time.

D. The sale of alcohol in conjunction with the restaurant on the property is not expected to have negative impact to surrounding properties nor the general neighborhood. The Applicant will also be required to comply with an Enforcement Agreement that will provide the Police with the ability to quickly respond to violations and ensure compliance with the conditions of approval. The land use is supportive of and will not negatively affect the demand of existing onsite services including city services.

E. The proposed use at the particular location is desirable to provide a service or facility which will contribute to the general convenience or welfare of the neighborhood or community because expanding the restaurant to include the on-site sale of alcohol is a service that is sought and enjoyed by a large segment of the community. The restaurant is also compatible with the existing, surrounding and planned land uses within the vicinity.

F. The characteristics of the project are not unreasonable or incompatible with the types of uses in the surrounding area, such as other restaurant and commercial uses along Main Street. Any potential health and safety impacts have been addressed by requiring the applicant to comply with local and state regulations relating to serving alcohol. The applicant will be required to enter into an Enforcement Agreement with the Police Department to ensure compliance with conditions of approval and provide the Police Department with a mechanism should law enforcement need to close down the facility due to alcohol related incidents.

G. Adherence with the recommended Conditions of Approval, included herein, will ensure that the proposed Project will avoid health and safety risks to persons and/or property in the Project vicinity.

SECTION 3: General Plan and Zoning. The proposed project is consistent with the City’s General Plan and Title 16 of the SPMC as follows:

A. The Santa Paula General Plan (2040) land use designation for the property is Central Business District. The zoning district is Central Business District (CBD) which is consistent with the corresponding General Plan land use designation. The subject property is not within any overlay zones.
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B. Pursuant to the General Plan (2040), the purpose of the CBD land use category is to provide a pedestrian-scale commercial district with an emphasis on small-scale businesses intended to serve the local community and tourists. The character of the CBD zone is intended to be that which promotes the historic identity of the past through the creation of an identifiable downtown and an emphasis on architectural style. The CBD zone will support a mix of complementary retail, service, office, civic, cultural, and residential uses. Commercial use such as that proposed are encouraged to concentrate in the Downtown Plan District.

C. Pursuant to SPMC § 16.58.010(A) Development Standards and Use Conditions, “All new sales of alcohol, with the exception of temporary sales as specified in §

16.58.030, must obtain a Conditional Use Permit.”
D. The proposed business would operate under a California Department of Alcohol and Beverage Control Type 41 (Restaurant) on sale general – eating place license which authorizes the sale of beer and wine for consumption on or off the premises where sold. Must operate and maintain the licensed premises as a bona fide eating place.

Must maintain suitable kitchen facilities, and must make actual and substantial sales of meals for consumption on the premises. Minors are allowed on the premises.

E. Pursuant to SPMC § 16.58.010(B) Development Standards and Use Conditions, a new alcohol sales use may only be established in a location such that the proposed use will not contribute to undue concentration of such uses in an area where additional such uses would be undesirable, with consideration to be given to the area's function and character, problems of crime and loitering, traffic problems and capacity.

The Project site is located in Census Tract 6 of the California Department of Alcoholic Beverage Control’s (ABC) license grid for the City of Santa Paula. According to Department of Alcohol and Beverage Control Census Tract 6 is allowed 7 on sale licenses and currently 16 exist. Therefore, according to ABC Census Tract 6, the project will contribute to the over-concentration of on-sale licenses. Though overconcentrated with on sale licenses, ABC may still approve the application if the Department determines that issuance of the license will serve the “public convenience or necessity” at this particular location. Under Business and Professions Code Section 23958.4(b)(1), the ABC, and not the City, makes the “public convenience or necessity” finding when an applicant is requesting an on-sale (but not off-sale) ABC license.

Notwithstanding the undue concentration of on-premises alcohol sales, the Planning Commission finds that, upon consideration of the various factors under SPMC §

16.58.010(B), the addition of the use would not produce undesirable effects. It is customary and usual for alcohol sales to be provided by a full service restaurant. In addition, the restaurant is within the CBD zone where other similar uses are encouraged; the consumption of alcohol would be confined to the grounds of the restaurant property; and the use would not create problems of crime and loitering due 16762
to the nature and type of the restaurant.

F. Enforcement Agreement required. Pursuant to SPMC § 16.58.010(I) Development Standards and Use Conditions, for any use providing alcohol beverage sales for either on-site or off-site consumption, the property owner/operator/applicant and the City must enter into an Enforcement Agreement to facilitate the control of the sale of alcohol, inclusive of spirits, distilled liquor, beer and wine at this site before selling alcohol on the subject property. This agreement will be subject to review and approval of the City Council. The agreement must also obligate any heirs, assigns, and other future owners/operators of the establishment, or must be replaced by a new similar agreement.

G. The proposed use is consistent with the objectives, policies, general land uses, and programs of the Santa Paula General Plan (2040), as mentioned above in Section 3:

General Plan and Zoning, particularly the following:
Land Use Element, Community Character and Urban Form: LU1 Land Use Element, Balanced Land Use & Economic Opportunity: LU3 Land Use Element, Extended Business Hours: LU 5.4
Economic Development and Downtown, Support Existing Businesses: EDD1.1 SECTION 4: Conditional Use Permit. Pursuant to SPMC §16.218.040, the Planning Commission makes the following findings:

1. The proposed use at the particular location is necessary or desirable to provide a service or facilities that will contribute to the general convenience or welfare of the neighborhood or the community;
Consistent. The proposed use, on-site serving of alcohol is a service that contributes to the general convenience of the community by providing its customers with a service commonly found at a full service restaurant. This is a service sought after and enjoyed by a large segment of the community.

2. The characteristics of the proposed use are not unreasonably incompatible with the types of use permitted in the surrounding areas;
Consistent. The existing business is in harmony with the surrounding area because the intended use is commercial in nature, is supportive of a restaurant, and is compatible with the surrounding properties.

3. The proposed use is consistent with the objectives, policies, general land uses, and programs of the Santa Paula General Plan; and
Consistent. The proposed use is consistent with the relevant sections of the governing General Plan (2040), and, the Santa Paula Municipal Code, where applicable. A restaurant is a permitted use in the CBD zoning district and alcohol 16863
sales is allowed with the approval of a CUP. Moreover, the proposed use is consistent with the objectives, policies, general land uses and programs of the General Plan (2040), particularly the following:
Land Use Element, Community Character and Urban Form: LU1 Land Use Element, Balanced Land Use & Economic Opportunity: LU3 Land Use Element, Extended Business Hours: LU 5.4
Economic Development and Downtown, Support Existing Businesses: EDD1.1

4. The proposed use will not, under the circumstances of the particular case be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity or injurious to property or improvements in the vicinity.

Consistent. The proposed use will not be detrimental to the health, safety, or general welfare because as proposed and conditioned, the project will comply with all current Planning, Building & Safety, Public Works, Police and Development Code requirements.

5. In making the abovementioned findings, the Planning Commission has considered the following factors.
a. Possible damage or nuisance from noise, glare, smoke, odor, fumes, dust, or vibration;
b. Possible hazard to persons or property from explosion, contamination, or fire; and
c. Possible hazard or inconvenience caused by unusual volume or character of traffic
The sale of alcohol for on-site consumption at the existing restaurant is very unlikely to result in damage or nuisances; hazards from fire, explosion or contamination; or inconveniences caused by unusual traffic. The proposed use will not significantly change the character of the existing restaurant use, which already generates a maximum amount of traffic limited by the building’s capacity. The property will also be subject to all current Planning, Building & Safety, Public Works, Police and Development Code requirements. In addition, the mandatory Enforcement Agreement with the Police Department will ensure compliance with conditions of approval and provide the Police Department with a mechanism should law enforcement need to close down the facility due to alcohol related incidents.

SECTION 5: Environmental Assessment. The proposed Project is Categorically Exempt from the requirements of CEQA, pursuant to the Santa Paula Guidelines and CEQA Guidelines, §15301, (Class 1, Existing Facilities) since the project involves a request to allow the on-site sale of alcohol at an existing restaurant that seeks no expansion of its building footprint at this time.
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SECTION 6: Approval. Subject to the conditions listed on the attached Exhibit “A,” which are incorporated into this Resolution by reference, the Planning Commission grants a Conditional Use Permit for Project No. 2023-CUP-03.

SECTION 7: This Resolution will remain effective until superseded by a subsequent resolution.

SECTION 8: The Commission Secretary is directed to mail a copy of this Resolution to the Applicant and to any other person(s) requesting a copy.

SECTION 9: The action of the Planning Commission may be appealed to the City Council within ten (10) calendar days of said action. The appeal fee to the City Council is $5,000.

All appeals must be in writing and filed with the City Clerk within this time period. Failure to file a timely written appeal constitutes a waiver of any right of appeal. 17065
66 EXHIBIT A
RESOLUTION 3854 CONDITIONS OF APPROVAL
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EXHIBIT A
RESOLUTION NO. 3854

CONDITIONS OF APPROVAL
Project No. 2023-CUP-03
Project 1912, LLC
1069 E Main Street - APN: 101-0-211-095
In addition to all applicable provisions of the Santa Paula Municipal Code (“SPMC”), Project 1912, LLC “(Applicant”) agrees for itself, its heirs and assigns that it will comply with the following provisions as Conditions for the City of Santa Paula’s Approval of Project No. 23-CUP-03 (“Conditions of Approval”).

I. GENERAL CONDITIONS

1. Awareness. The Resolution and these associated Conditions of Approval have been adopted with the knowledge, understanding and consent of the Property Owner/Applicant.

2. Compliance. The Property Owner/Applicant must comply with all applicable ordinances, codes, regulations, policies, and conditions (including those herein) and pay all applicable fees and assessments to the City.

3. Violation. The Property Owner/Applicant’s failure to comply with, or breach of, any Project Condition may result in the amendment or revocation of this Permit, or any related permits, or other enforcement action, as may be appropriate in the case. The City may undertake such acts and incur such expenses as it may consider necessary to effect compliance, the cost thereof including without limitation, administration costs and recoverable attorney’s fees, to be reimbursed by the applicant or current property owners, as may be appropriate in the case.

4. Scrutiny. This permit is subject to an ongoing review. If at any time valid, substantiated complaints are received, a public hearing may be held before the Planning Commission, at the sole discretion of the City, to determine if any condition or the permit should be modified, amended or revoked.

5. Assignment. The permit is granted for the subject Property only and is not transferable.

II. PLANNING

6. Appearances. The applicant must comply with the following:
a. Provide adequate trash and recycling containers to reduce litter; 17368
b. No signs advertising any kind of alcoholic beverage, which will be easily visible from the exterior of the business; and
c. Windows must be kept free of signs and other obstructions to allow visual inspection from the outside.

7. Enforcement Agreement. The Property Owner/Applicant and the City must enter into an Enforcement Agreement to facilitate the control of the sale of alcohol, inclusive of spirits, distilled liquor, beer and wine at this site before selling alcohol on the subject property. This agreement will be subject to review and approval of the City Council.

The agreement must also obligate any heirs, assigns, and other future owners/operators of the establishment, or must be replaced by a new similar agreement.

8. CA ABC License Required. Before the sale of alcohol may commence, the Applicant must obtain California Department of Alcoholic Beverage Control alcohol license Type 41 for the subject location at 1069 E. Main Street.

9. CA ABC License Status. Within 7 calendar days of CA ABC status change, the Applicant must notify the Planning Division in writing of any change in the status of its CA ABC license, including any change in the type of license and/or permittee.

10.Applicant must provide specific training to employees on the methods to evaluate persons under the influence, properly refuse service, and to effectively conduct ID checks. Such training is regularly available throughout the region (i.e., Learn2Serve).

11.The Applicant must adhere to restrictions on the times for serving alcohol in accordance with the Santa Paula Municipal code.

III. BUILDING & SAFETY

12.Any future expansion of the restaurant is subject to review and approval of plans and permits.

IV. INDEMNIFICATION

13.Indemnification. The Applicant agrees to indemnify and hold the City harmless from and against any claim, action, damages, costs (including, without limitation, attorney’s fees), injuries, or liability, arising from the City’s approval of Project No. 2023-CUP-03.

Should the 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 the City approval of Project No. 2023-CUP-03, the Applicant agrees to defend the City (at the City’s request and with counsel satisfactory to the City) and will indemnify the City for any judgment rendered against it or any sums paid out in settlement or otherwise. For purposes of this section “the City” includes the City of Santa Paula’s elected officials, appointed officials, officers, and employees.
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70 ATTACHMENT C

FLOORPLAN
71 FLOORPLAN
72 ATTACHMENT D

SITE PHOTOS
73 Project. 23-CUP-03
1069 E. MAIN STREET (COCINA 1912)

VIEW OF FRONT

VIEW OF INSIDE RESTAURANT
74 To: Honorable Mayor and Members of the City Council
From: Greg Barnes, Parks and Recreation Director
Subject: ZUMA CONSTRUCTION GROUP, INC. CONSTRUCTION CONTRACT

FOR POLICE STATION REMODEL PROJECT PHASE I
Date: February 21, 2024
Agenda Item: 10.C

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

Staff recommends that the City Council:

BACKGROUND:

In 2018, the Measure T Committee made a recommendation to City Council to set aside $1.1 million dollars to put towards the construction of a new police station or improvements to the existing facility. In addition to the original recommendation, City Council has approved an additional $500,000 to go towards future station improvements.

Staff has been working with Police Department leadership and RWC, LLC to identify improvements to not only the station, but to security of the campus as well.

Improvements included in Phase I involve:

Demolition of the existing lobby, reception, public entrance area, interior partitions walls, and the detective supervisor's office - abatement of limited areas to the ceiling and flooring - new construction improvements of the lobby, reception and consultation room - also, improvements will include reconfiguring of records and new detective area with supervisor's office.

ANALYSIS:

The project was advertised in the Santa Paula Times and posted publicly. Bid documents were publicly opened and certified by the City Clerk on January 19th, 2024, in City Council Chambers. Four bids were received. The bid results are as follows:

Zuma Construction Group, Inc. $675,000.00
Ramsa Construction, Inc. $678,150.00
75 SBS Corporation $722,352.00
GOJRM Construction, Inc. $863,762.63
Staff finds that the low bid submitted by Zuma Construction Group, Inc is an acceptable bid, is responsive, and meets the requirements of the bid documents. Bidding rules require that the City Council award the contract to the lowest responsive and responsible bidder or reject all bids.

STRATEGIC PLAN:

This item addresses City Council's two-year Strategic Plan, Section E, Public Safety & Emergency Preparedness, Objective #4, SPPD Facility Upgrades.

FISCAL IMPACTS:

This project is part of the City's Capital Improvement Program and will be funded by allocated Measure T and American Rescue Plan Act (ARPA) funds (GL #104-5-9329-660 and #412-5- 9329-660). Phase I construction costs of $675,000 will still leave a sizeable balance of funds to support the fence project and future phases.

OPTIONS:

City Council has the following alternative options to staff's recommendation:

1. Do not award the contract to Zuma Construction Group, Inc.

If Council chooses not to award the contract, staff will be required to start the bid process over by advertising for bids, hold a public bid opening, and bring another contract before Council for consideration.

ATTACHMENTS:

EXHIBIT A: PD Remodel Bid Sheet.pdf
EXHIBIT B: Zuma Construction PW Contract.pdf
76 EXHIBIT A

POLICE STATION REMODEL PHASE I

CERTIFIED BID SHEET
77 78

EXHIBIT B

ZUMA CONSTRUCTION CONTRACT FOR

POLICE REMODEL PHASE I
79 65283.00001\33098275.1

CITY OF SANTA PAULA

SHORT FORM CONSTRUCTION CONTRACT

POLICE STATION REMODEL PHASE I

1. PARTIES AND DATE.

This Contract is made and entered into this 21ST day of February 2024, by and between the City of Santa Paula, a municipal corporation organized under the laws of the State of California with its principal place of business at 970 Ventura Street, Santa Paula, CA 93060, County of Ventura, State of California (“City”) and Zuma Construction Group, Inc., a corporation with its principal place of business at 3649 Birdsong, Thousand Oaks, Ca, 91360 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Contract.

2. RECITALS.

2.1 City. City is a public agency organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose.

2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain construction services required by the City on the terms and conditions set forth in this Contract. Contractor represents that it is duly licensed and experienced in providing Facility Improvements, Upgrades, and related construction services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of City. The following license classifications are required for this Project: State of California Contractor Class B license.

2.3 Project. City desires to engage Contractor to render such services for the Police Station Remodel Phase I (“Project”) as set forth in this Contract.

2.4 Project Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, Liability Insurance, Workman’s Comp., and Auto Insurance in the amount of $1,000,000.00 within an aggregate program of $1,500,000.00. A letter is supplied for the Performance and Labor and Materials Bond in the amount of $1,000,000.00 within an aggregate program of $1,500,000.00 and will be required to be in place after awarding of the contract. See Exhibit “C”.

3. TERMS

3.1 Compensation and Payment.

3.1.1 Amount of Compensation. As consideration for performance of the Work required herein, City agrees to pay Contractor the Total Contract Price of SIX HUNDRED SEVENTY-FIVE THOUSAND Dollars ($675,000.00) (“Total Contract Price”) provided that such amount shall be subject to adjustment pursuant to the applicable terms of this Contract or written change orders approved and signed in advance by the City.

3.1.2 Payment of Compensation. If the Work is scheduled for completion in thirty (30) or less calendar days, City will arrange for payment of the Total Contract Price upon completion and approval by City of the Work. If the Work is scheduled for completion in more 80 65283.00001\33098275.1
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than thirty (30) calendar days, City will pay Contractor on a monthly basis as provided for herein.

On or before the fifth (5th) day of each month, Contractor shall submit to the City an itemized application for payment in the format supplied by the City indicating the amount of Work completed since commencement of the Work or since the last progress payment. These applications shall be supported by evidence which is required by this Contract and such other documentation as the City may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Contractor may be required to furnish a detailed schedule of values upon request of the City and in such detail and form as the City shall request, showing the quantities, unit prices, overhead, profit, and all other expenses involved in order to provide a basis for determining the amount of progress payments.

3.1.3 Prompt Payment. City shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. However, no progress payments will be made for Work not completed in accordance with this Contract. Contractor shall comply with all applicable laws, rules and regulations relating to the proper payment of its employees, subcontractors, suppliers or others.

3.1.4 Contract Retentions. If this Contract is greater than Five Thousand dollars ($5,000), from each approved progress estimate, five percent (5%) will be deducted and retained by the City, and the remainder will be paid to Contractor. All Contract retention shall be released and paid to Contractor and subcontractors pursuant to California Public Contract Code Section 7107.

3.1.5 Other Retentions. In addition to Contract retentions, the City may deduct from each progress payment an amount necessary to protect City from loss because of:
(1) liquidated damages which have accrued as of the date of the application for payment; (2) any sums expended by the City in performing any of Contractor’s obligations under the Contract which Contractor has failed to perform or has performed inadequately; (3) defective Work not remedied; (4) stop notices as allowed by state law; (5) reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the scheduled completion date; (6) unsatisfactory prosecution of the Work by Contractor; (7) unauthorized deviations from the Contract; (8) failure of Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by City during the prosecution of the Work; (9) erroneous or false estimates by Contractor of the value of the Work performed; (10) any sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Contract; and (11) any other sums which the City is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City’s right to such sums.

3.1.6 Substitutions for Contract Retentions. Pursuant to California Public Contract Code section 22300, Contractor may substitute securities for any money withheld by the City to ensure the performance under the Contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the City, with the State or a federally chartered bank as the escrow agent, who shall return such securities to Contractor upon satisfactory completion of the Contract. Deposit of securities with an escrow agent shall be subject to a written agreement between the escrow agent and the City, which provides that no portion of the securities shall be paid to Contractor until the City has certified to the escrow agent, in writing, that the Contract has been satisfactorily completed. The City shall certify that the Contract has been satisfactorily completed within sixty (60) days of work "completion" as defined in Section 7107(c) of the California Public Contract Code. Securities eligible for investment under 81 65283.00001\33098275.1
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this section shall be limited to those listed in Section 16430 of the Government Code, bank or savings & loan certificates of deposit, interest-bearing demand deposit accounts, stand-by letters of credit, or any other security mutually agreed to by Contractor.

3.1.7 Payment to Subcontractors. Contractor shall pay all subcontractors for and on account of work performed by such subcontractors in accordance with the terms of their respective subcontracts and as provided for in Section 7108.5 of the California Business and Professions Code. Such payments to subcontractors shall be based on the measurements and estimates made and progress payments provided to Contractor pursuant to this Contract.

3.1.8 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the City at the time of payment. To the extent that title has not previously been vested in the City by reason of payments, full title shall pass to the City at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the City, nor relieve Contractor from the responsibility to strictly comply with the Contract and shall not relieve Contractor of responsibility for any loss of or damage to items.

3.1.9 Labor and Material Releases. Contractor shall furnish City with labor and material releases from all subcontractors performing work on, or furnishing materials for, the Work governed by this Contract prior to final payment by City.

3.2 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:
• Scope of Work (Exhibit “A”)
• Plans and Specifications (Exhibit “B”)
• General Liability and Auto Insurance (Exhibit “C”)
• Contractor’s Certificate Regarding Workers’ Compensation (Exhibit “C”) • Public Works Contractor Registration Certification (Exhibit “D”) • Payment and Performance Bond Letter (Exhibit “E”)
• Instructions to Bidders, if any
• Contractor’s Bid
To the extent there is a conflict between any portions of this Contract, the order of precedence shall be as follows: change orders, special conditions, technical specifications, plans/construction drawings, general contract terms, scope of work, standard plans, advertisements for bid/proposals, bids/proposals or other documents submitted by Contractor.

3.3 Contractor’s Basic Obligation; Scope of Work.

3.3.1 Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately complete the Project, including all structures and facilities necessary for the Project or described in the Contract (hereinafter sometimes referred to as the “Work”), for a Total Contract Price as specified pursuant to this Contract. All Work shall be subject to, and performed in accordance with the above referenced documents, as 82 65283.00001\33098275.1
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well as the exhibits attached hereto and incorporated herein by reference. The plans and specifications for the Work are further described in Exhibit “B” attached hereto and incorporated herein by this reference. Special Conditions, if any, relating to the Work are described in Exhibit “C” attached hereto and incorporated herein by this reference.

3.3.2 Change in Scope of Work. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change, addition or deletion is approved in advance and in writing by a valid change order executed by the City.

3.3.3 Change Orders. Changes to the Contract Time (as defined in Section

3.3) or Total Contract Price shall be in the form of a written Change Order, either signed by both parties or issued unilaterally by the City. No adjustment shall be made to the Contract Time unless the delay impacts the critical path to completion and the delay was not caused in whole or in part by the Contractor. The City’s liability to Contractor for delays for which the City is responsible shall be limited to only an extension of time unless such delays were unreasonable under the circumstances. Failure to timely request a Change Order shall constitute a waiver of any right to adjust the Contract Time or the Total Contract Price. All requests for Change Orders shall be accompanied by detailed supporting documentation, including but not limited to payroll records, invoices, schedules, and any other documentation requested by the City for the purpose of determining the additional costs or the impact of any delay. If the change involves Work bid at a unit price, then the Total Contract Price shall be increased at the unit price. If there is no unit price, then the Total Contract Price shall be adjusted to account for costs actually incurred plus an allowed mark-up of fifteen percent (15%), which shall constitute the entire amount of profit, markups, field or home office overhead costs, including personnel, equipment or office space, any materials, or any costs of equipment idle time for such work. Regardless of ownership, equipment rates shall not exceed the listed prevailing rates at local equipment rental agencies, or distributors, at the time the work is performed. Nothing herein shall prevent the Parties from agreeing to a lump sum cost.

3.3.4 Changes Ordered By City. City may at any time issue a written directive ordering additions, deletions, or changes to the Work. Contractor shall proceed with the work in accordance with the directive. To the extent the directive results in extra work or requires additional Contract Time, Contractor shall request a Change Order within seven (7) days of receiving the Work Directive. If any costs are not capable of being determined within seven (7) days, then Contractor shall request a Change Order within seven (7) days of when the costs are capable of being determined.

3.3.5 Changes Requested By Contractor. With respect to any matter that may involve or require an adjustment to the Contract Time or the Contract Price, Contractor shall provide written notice of the underlying facts and circumstances that gave rise to the potential change within seven (7) days or prior to the alteration of conditions, whichever is earlier. Failure to give notice shall constitute a waiver of Contractor’s right to a change order. If any costs are not capable of being determined within seven (7) days, then Contractor shall request a Change Order within seven (7) days of when the costs are capable of being determined.

3.4 Substitutions/”Or Equal”. Pursuant to Public Contract Code Section 3400(b), the City may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of 83 65283.00001\33098275.1
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manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words “or equal.”
Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the City may have adopted certain uniform standards for certain materials, processes, and articles. Contractor shall submit requests, together with substantiating data, for substitution of any “or equal” material, process, or article no later than thirty-five (35) days after award of the Contract. To facilitate the construction schedule and sequencing, some requests may need to be submitted before thirty-five (35) days after award of Contract. Provisions regarding submission of “or equal” requests shall not in any way authorize an extension of time for performance of this Contract. If a proposed “or equal” substitution request is rejected, Contractor shall be responsible for providing the specified material, process, or article. The burden of proof as to the equality of any material, process or article shall rest with Contractor.

The City has the complete and sole discretion to determine if a material, process, or article is an “or equal” material, process or article that may be substituted. Data required to substantiate requests for substitutions of an “or equal” material, process or article data shall include a signed affidavit from Contractor stating that, and describing how, the substituted “or equal” material, process or article is equivalent to that specified in every way except as listed on the affidavit.

Substantiating data shall include any and all illustrations, specifications, and other relevant data including catalog information which describes the requested substituted “or equal” material, process or article, and substantiates that it is an “or equal” to the material, process or article. The substantiating data must also include information regarding the durability and lifecycle cost of the requested substituted “or equal” material, process, or article. Failure to submit all the required substantiating data, including the signed affidavit, to the City in a timely fashion will result in the rejection of the proposed substitution.

Contractor shall bear all of the City’s costs associated with the review of substitution requests. Contractor shall be responsible for all costs related to a substituted “or equal” material, process or article. Contractor is directed to the Special Conditions (if any) to review any findings made pursuant to Public Contract Code section 3400.

3.5 Period of Performance and Liquidated Damages.

3.5.1 Contractor shall perform and complete all Work under this Contract within 207 days, beginning the effective date of the Notice to Proceed (“Contract Time”).

Contractor shall perform its Work in strict accordance with any completion schedule, construction schedule or project milestones developed by the City. Such schedules or milestones may be included as part of Exhibits “A” or “B” attached hereto or may be provided separately in writing to Contractor. Contractor agrees that if such Work is not completed within the aforementioned Contract Time and/or pursuant to any such completion schedule, construction schedule or project milestones developed pursuant to provisions of the Contract, it is understood, acknowledged, and agreed that the City will suffer damage. Pursuant to Government Code Section 53069.85, Contractor shall pay to the City as fixed and liquidated damages the sum of FIVE HUNDRED Dollars ($500.00) per day for each and every calendar day of delay beyond the Contract Time or beyond any completion schedule, construction schedule or Project milestones established pursuant to the Contract.
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3.5.2 If Contractor is delayed in the performance or progress of the Work by a Force Majeure Event (as defined herein), then the Contractor shall be entitled to a time extension, as provided herein, when the Work stopped is on the critical path and shall not be charged liquidated damages. Such a non-compensable adjustment shall be Contractor’s sole and exclusive remedy for such delays and the Contractor will not receive an adjustment to the Total Contract Price or any other compensation. Contractor must submit a timely request in accordance with the requirements of the Contract.

3.5.3 A Force Majeure Event shall mean an event that materially affects a party’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the work); (4) pandemics, epidemics or quarantine restrictions; and (5) 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 Contractor and its subcontractors, of every tier, and to the extent the effects thereof cannot be avoided by use of replacement workers. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority.

3.6 Standard of Performance; Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them.

Finally, Contractor represents that it, its employees, and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Contract. As provided for in the indemnification provisions of this Contract, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any work necessary to correct errors or omissions which are caused by Contractor’s failure to comply with the standard of care provided for herein. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the City, shall be promptly removed from the Project by Contractor and shall not be re-employed on the Work.

3.7 Control and Payment of Subordinates; Contractual Relationship. City retains Contractor on an independent contractor basis and Contractor is not an employee of City. Any additional personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Contract and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance.

3.8 City’s Basic Obligation. City agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract, the City shall pay to Contractor, as full consideration for the satisfactory 85 65283.00001\33098275.1
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performance by Contractor of the services and obligations required by this Contract, the belowreferenced compensation in accordance with compensation provisions set forth in the Contract.

3.9 Labor.

3.9.1 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Since the Work is being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates.

3.9.2 Apprenticeable Crafts. When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Contractor. The Contractor or any subcontractor that is determined by the Labor Commissioner to have knowingly violated Section 1777.5 shall forfeit as a civil penalty an amount not exceeding $100 for each full calendar day of noncompliance, or such greater amount as provided by law.

3.9.3 Hours of Work. Contractor is advised that eight (8) hours labor constitutes a legal day’s work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one-half (1-1/2) times the basic rate for that worker.

3.9.4 Payroll Records. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code section 1776. In the event of noncompliance with the requirements of this section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this section. Should noncompliance still be evident after such 10-day period, Contractor shall, as a penalty to City, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on Public Works with the intent to 86 65283.00001\33098275.1
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defraud shall be ineligible to bid on Public Works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The responsibility for compliance with this section is on Contractor.

In accordance with Labor Code section 1771.4, the Contractor and each subcontractor shall furnish the certified payroll records directly to the Department of Industrial Relations (“DIR”) on a weekly basis and in the format prescribed by the DIR, which may include electronic submission.

The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.9.5 Contractor and Subcontractor Registration. Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a bid proposal, or enter into a contract to perform public work must be registered with the DIR. No bid will be accepted nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the DIR to perform public work. Contractor is directed to review, fill out and execute the Public Works Contractor Registration Certification attached hereto as Exhibit “E” prior to contract execution. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

3.9.6 Labor Compliance; Stop Orders. This Project is subject to compliance monitoring and enforcement by the DIR. It shall be the Contractor’s sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Contract and applicable law. Any stop orders issued by the DIR against Contractor or any subcontractor that affect Contractor’s performance of Work, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Contractor or any subcontractor.

3.10 Performance of Work; Jobsite Obligations.

3.10.1 Water Quality Management and Compliance.

3.10.1.1 Water Quality Management and Compliance. Contractor shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Work including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); local ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.

3.10.1.2 Compliance with the Statewide Construction General Permit.

Contractor shall comply with all conditions of the most recent iteration of the National Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated with Construction Activity, issued by the California State Water Resources Control Board (“Permit”). It 87 65283.00001\33098275.1
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shall be Contractor’s sole responsibility to file a Notice of Intent and procure coverage under the Permit for all construction activity which results in the disturbance of more than one acre of total land area or which is part of a larger common area of development or sale. Prior to initiating work, Contractor shall be solely responsible for preparing and implementing a Storm Water Pollution Prevention Plan (SWPPP) as required by the Permit. Contractor shall be responsible for procuring, implementing and complying with the provisions of the Permit and the SWPPP, including the standard provisions, and monitoring and reporting requirements as required by the Permit. The Permit requires the SWPPP to be a “living document” that changes as necessary to meet the conditions and requirements of the job site as it progresses through different phases of construction and is subject to different weather conditions. It shall be Contractor’s sole responsibility to update the SWPPP as necessary to address conditions at the project site.

3.10.1.3 Other Water Quality Rules Regulations and Policies. Contractor shall comply with the lawful requirements of any applicable municipality, drainage City, or local agency regarding discharges of storm water to separate storm drain systems or other watercourses under their jurisdiction, including applicable requirements in municipal storm water management programs.

3.10.1.4 Cost of Compliance. Storm, surface, nuisance, or other waters may be encountered at various times during construction of the Work. Therefore, the Contractor hereby acknowledges that it has investigated the risk arising from such waters and assumes any and all risks and liabilities arising therefrom.

3.10.1.5 Liability for Non-Compliance. Failure to comply with laws, regulations, standards, ordinances, and permits listed in Sections 3.10.1.1, 3.10.1.2, 3.10.1.3, and 3.10.1.4 of the Contract is a violation of federal and state law. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to defend, indemnify and hold harmless the City and its directors, officials, officers, employees, volunteers and agents for any alleged violations. In addition, City may seek damages from Contractor for any delay in completing the Work in accordance with the Contract, if such delay is caused by or related to Contractor’s failure to comply with the Permit.

3.10.1.6 Reservation of Right to Defend. City reserves the right to defend any enforcement action brought against the City for Contractor’s failure to comply with the Permit or any other relevant water quality law, regulation, or policy. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to be bound by, and to reimburse the City for the costs (including the City’s attorney’s fees) associated with, any settlement reached between the City and the relevant enforcement entity.

3.10.1.7 Training. In addition to the standard of performance requirements set forth in this Contract, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in paragraph 3.10.1.

Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in paragraph 3.10.1 as they may relate to the Work provided under this Contract. Upon request, City will provide the Contractor with a list of training programs that meet the requirements of this paragraph.

3.10.2 Safety. Contractor shall execute and maintain their work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the 88 65283.00001\33098275.1
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specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and lifesaving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site.

3.10.3 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with the Work. If Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the City in writing. Any necessary changes shall be made by written change order. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Contract to the same extent as though set forth herein and will be complied with. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.10.4 Permits and Licenses. Contractor shall be responsible for securing City permits and licenses necessary to perform the Work described herein, including, but not limited to, a City Business License. While Contractor will not be charged a fee for any City permits, Contractor shall pay the City’s applicable business license fee. Any ineligible contractor or subcontractor pursuant to Labor Code Sections 1777.1 and 1777.7 may not perform work on this Project.

3.10.5 Trenching Work. If the Total Contract Price exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five (5) feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for City’s review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.

3.10.6 Hazardous Materials and Differing Conditions. As required by California Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to 89 65283.00001\33098275.1
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disturbance of any conditions, notify City of: (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class III disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by City; and (3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, City shall promptly investigate the conditions to determine whether a change order is appropriate.

In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute.

3.10.7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, City shall compensate Contractor for the costs of: (1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3) equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of City to provide for removal or relocation of such utility facilities.

3.10.8 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Although CARB limits and requirements are more broad, Contractor shall specifically be aware of their application to “portable equipment”, which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Contract.

3.10.9 State Recycling Mandates. Contractor shall comply with State Recycling Mandates. Any recyclable materials/debris collected by the contractor that can be feasibly diverted via reuse or recycling must be hauled by the appropriate handler for reuse or recycling.

3.10.10 Inspection of Site. Contractor has visited sites where Work is to be performed and has become acquainted with all conditions affecting the Work. Contractor warrants that it has made such examinations as it deems necessary to determine the condition of the Work sites, its accessibility to materials, workmen and equipment, and to determine the Contractor’s ability to protect existing surface and subsurface improvements. No claim for allowances–time or money–will be allowed as to such matters.

3.10.11 Field Measurements. Contractor shall make field measurements, verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents before commencing activities.

Errors, inconsistencies or omissions discovered shall be reported to the City immediately and prior to performing any work or altering the condition.

3.11 Completion of Work. When Contractor determines that it has completed the Work required herein, Contractor shall so notify City in writing and shall furnish all labor and material releases required by this Contract. City shall thereupon inspect the Work. If the Work is not acceptable to the City, the City shall indicate to Contractor in writing the specific portions or 90 65283.00001\33098275.1
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items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a re-inspection by the City. Once the Work is acceptable to City, City shall pay to Contractor the Total Contract Price remaining to be paid, less any amount which City may be authorized or directed by law to retain.

Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code.

3.12 Claims; Government Code Claim Compliance.

3.12.1 Intent. Effective January 1, 1991, Section 20104 et seq., of the California Public Contract Code prescribes a process utilizing informal conferences, non-binding judicial supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Effective January 1, 2017, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims.

The intent of this Section is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Section shall be construed to be consistent with said statutes.

3.12.2 Claims. For purposes of this Section, “Claim” means a separate demand by the Contractor, after a change order duly requested in accordance with the terms of this Contract has been denied by the City, for (A) a time extension, (B) payment of money or damages arising from Work done by or on behalf of the Contractor pursuant to the Contract, or (C) an amount the payment of which is disputed by the City. A “Claim” does not include any demand for payment for which the Contractor has failed to provide notice, request a change order, or otherwise failed to follow any procedures contained in the Contract Documents.

3.12.3 Filing Claims. Claims governed by this Section may not be filed unless and until the Contractor completes all procedures for giving notice of delay or change and for the requesting of a time extension or change order, including but not necessarily limited to the change order procedures contained herein, and Contractor’s request for a change has been denied in whole or in part. Claims governed by this Section must be filed no later than fourteen (14) days after a request for change has been denied in whole or in part or after any other event giving rise to the Claim. The Claim shall be submitted in writing to the City and shall include on its first page the following in 16-point capital font: “THIS IS A CLAIM.” Furthermore, the claim shall include the documents necessary to substantiate the claim. Nothing in this Section is intended to extend the time limit or supersede notice requirements otherwise provided by contract for the filing of claims, including all requirements pertaining to compensation or payment for extra Work, disputed Work, and/or changed conditions. Failure to follow such contractual requirements shall bar any claims or subsequent lawsuits for compensation or payment thereon.

3.12.4 Supporting Documentation. The Contractor shall submit all claims in the following format:

3.12.4.1 Summary of claim merit and price, reference Contract Document provisions pursuant to which the claim is made

3.12.4.2 List of documents relating to claim:
(A) Specifications
(B) Drawings
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(C) Clarifications (Requests for Information)
(D) Schedules
(E) Other

3.12.4.3 Chronology of events and correspondence

3.12.4.4 Analysis of claim merit

3.12.4.5 Analysis of claim cost, including calculations and supporting documents

3.12.4.6 Time impact analysis in CPM format

3.12.5 City’s Response. Upon receipt of a Claim pursuant to this Section, City shall conduct a reasonable review of the Claim and, within a period not to exceed 45 days of receipt of the Claim, or as extended by mutual agreement, shall provide the Contractor a written statement identifying what portion of the Claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the Claim will be processed and made within 60 days after the City issues its written statement.

3.12.5.1 If City needs approval from its governing body to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the Claim, and the governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a Claim sent by registered mail or certified mail, return receipt requested, City shall have up to three (3) days following the next duly publicly noticed meeting of the governing body after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion.

3.12.5.2 Within 30 days of receipt of a Claim, City may request in writing additional documentation supporting the Claim or relating to defenses or claims City may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of City and the Contractor. City’s written response to the Claim, shall be submitted to the Contractor within 30 Days (if the Claim is less than $50,000, within 15 Days) after receipt of the additional documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater.

3.12.6 Meet and Confer. If the Contractor disputes City’s written response, or City fails to respond within the time prescribed, the Contractor may so notify City, in writing, within 15 Days of receipt of City’s response or the City’s failure to respond and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, City shall schedule a meet and confer conference within 30 Days for settlement of the dispute.

3.12.7 Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the Claim remains in dispute, City shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 Days after City issues its written statement. Any disputed portion of the Claim, as identified by the Contractor in writing, shall be submitted to nonbinding 92 65283.00001\33098275.1
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mediation, with City and the Contractor sharing the associated costs equally. City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing unless the Parties agree to select a mediator at a later time.

3.12.7.1 If the Parties cannot agree upon a mediator, each Party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each Party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator.

3.12.7.2 For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the Parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section.

3.12.7.3 Unless otherwise agreed to by City and the Contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced.

3.12.7.4 The mediation shall be held no earlier than the date the Contractor completes the Work or the date that the Contractor last performs Work, whichever is earlier. All unresolved Claims shall be considered jointly in a single mediation unless a new unrelated Claim arises after mediation is completed.

3.12.8 Procedures After Mediation. If following the mediation, the Claim or any portion remains in dispute, the Contractor must file a claim pursuant to Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code. For purposes of those provisions, the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written Claim pursuant to subdivision (a) until the time the Claim is denied, including any period of time utilized by the meet and confer conference or mediation.

3.12.9 Civil Actions. The following procedures are established for all civil actions filed to resolve Claims of $375,000 or less:

The mediation process shall provide for the selection within 15 Days by both Parties of a disinterested third person as mediator, shall be commenced within 30 Days of the submittal, and shall be concluded within 15 Days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court.

3.12.9.2 If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1114.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration. 93 65283.00001\33098275.1
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3.12.9.3 In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, (A) arbitrators shall, when possible, be experienced in construction law, and (B) any party appealing an arbitration award who does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, also pay the attorney’s fees on appeal of the other party.

3.12.10 Government Code Claim Procedures.

3.12.10.1 This section does not apply to tort claims and nothing in this section is intended nor shall be construed to change the time periods for filing tort claims or actions specified by Chapter 1 (commending with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.5 of Title 1 of the Government Code.

3.12.10.2 In addition to any and all Contract requirements pertaining to notices of and requests for adjustments to the Contract Time, Contract Price, or compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City.

3.12.10.3 Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to adjustment of the Contract Time, Contract Price, or compensation or payment for extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor may not file any action against the City.

3.12.10.4 A Government Code claim must be filed no earlier than the date the work is completed or the date the Contractor last performs work on the Project, whichever occurs first. A Government Code claim shall be inclusive of all unresolved Claims known to the Contractor excepting only new unrelated Claims that arise after the Government Code claim is submitted.

3.12.11 Non-Waiver. City’s failure to respond to a Claim from the Contractor within the time periods described in this section or to otherwise meet the time requirements of this section shall result in the Claim being deemed rejected in its entirety and shall not constitute a waiver of any rights under this section.

3.13 Loss and Damage. Except as may otherwise be limited by law, Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by City. In the event of damage proximately caused by an Act of God, as defined by Section 7105 of the Public Contract Code, the City may terminate this Contract pursuant to the termination provisions in this Contract; provided, however, that the City needs to provide Contractor with only one (1) day advanced written notice.

3.14 Indemnification.

3.14.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and 94 65283.00001\33098275.1
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harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s services, the Project or this Contract, including without limitation the payment of all expert witness fees, attorneys’ fees and other related costs and expenses.

Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor’s indemnity obligation shall not apply to such loss or damage which is caused by the sole or active negligence or willful misconduct of the City.

3.14.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City’s choosing and at Contractor’s own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against City or its officials, employees, agents and authorized volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents and authorized volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall survive expiration or termination of this Contract, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and authorized volunteers.

3.15 Insurance.

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

3.15.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage:

3.15.2.1 Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01) OR Insurance Services Office Owners and Contractors Protective Liability Coverage Form (CG 00 09 11 88) (coverage for operations of designated contractor); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto); (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and 95 65283.00001\33098275.1
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Employer’s Liability Insurance; and (4) Builders’/All Risk: Builders’/All Risk insurance covering for all risks of loss, including explosion, collapse, underground excavation and removal of lateral support (and including earthquakes and floods if requested by the City). Policies shall not contain exclusions contrary to this Contract.

3.15.2.2 Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence and $4,000,000 general aggregate for bodily injury, personal injury and property damage; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; (3) Workers’ Compensation and Employer’s Liability: Workers’ compensation limits as required by the Labor Code of the State of California.

Employer’s Liability limits of $1,000,000 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease; and (4) Builders’/All Risk: Completed value of the project.

Defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the parties required to be named as additional insureds pursuant to this Contract.

3.15.2.3 Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Contract does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Contract.

3.15.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements (amendments) on forms supplied or approved by the City to add the following provisions to the insurance policies:

3.15.3.1 General Liability. (1) Such policy shall give the City, its officials, employees, agents and volunteers additional insured status using ISO endorsements CG20 10 10 01 plus CG20 37 10 01, or endorsements providing the exact same coverage, with respect to the Work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and volunteers shall be in excess of Contractor’s insurance and shall not be called upon to contribute with it.

3.15.3.2 Automobile Liability. (1) Such policy shall give the City, its officials, employees, agents and volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor 96 65283.00001\33098275.1
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or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and volunteers shall be in excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.

3.15.3.3 Workers’ Compensation and Employer’s Liability Coverage.

The insurer shall agree to waive all rights of subrogation against the City, its officials, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor.

3.15.3.4 All Coverages. Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its officials, employees, agents and volunteers.

3.15.4 Builders’/All Risk Policy Requirements. The builders’/all risk insurance shall provide that the City be named as loss payee. In addition, the insurer shall waive all rights of subrogation against the City.

3.15.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its officials, employees, agents and volunteers.

3.15.6 Professional Liability Insurance. All architects, engineers, consultants or design professionals retained by Contractor shall also procure and maintain, for a period of five (5) years following completion of the Contract, errors and omissions liability insurance with a limit of not less than $1,000,000 per occurrence. This insurance shall name the City, its directors, officials, officers, employees, agents and volunteers as additional and insureds with respect to Work performed and shall otherwise comply with all requirements of this Section. Defense costs shall be paid in addition to the limits.

3.15.7 Deductibles and Self-Insurance Retentions. Any deductibles or selfinsured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or selfinsured retentions as respects the City, its officials, employees, agents and authorized volunteers; or (2) the Contractor shall procure a bond or other financial guarantee acceptable to the City guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.15.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VII, licensed to do business in California, and satisfactory to the City. Exception may be made for the State Compensation Insurance Fund when not specifically rated.
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3.15.9 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.15.10 Subcontractors. All subcontractors shall meet the requirements of this Section before commencing Work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the City, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the City in writing.

3.15.11 Reporting of Claims. Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the Work under this Contract.

3.16 Bond Requirements.

3.16.1 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Payment Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City.

3.16.2 Performance Bond. If specifically requested by City in Exhibit “C” attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Performance Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City.

3.16.3 Bond Provisions. Should, in City’s sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the effected bond within (ten) 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the Total Contract Price is increased in accordance with the Contract, Contractor shall, upon request of the City, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. If Contractor fails to furnish any required bond, the City may terminate the Contract for cause.

3.16.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer 98 65283.00001\33098275.1
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will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.

3.17 Warranty. Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Work or non-conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor’s obligation hereunder to correct defective Work shall be reinstated for an additional one-year period, commencing with the date of acceptance of such corrected Work.

Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor’s sole expense.

Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

3.18 Employee/Labor Certifications.

3.18.1 Contractor’s Labor Certification. By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose, which is attached to this Contract as Exhibit “D” and incorporated herein by reference, shall be executed simultaneously with this Contract.

3.18.2 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 99 65283.00001\33098275.1
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3.18.3 Verification of Employment Eligibility. By executing this Contract, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subcontractors and sub-subcontractors to comply with the same.

3.19 Termination. This Contract may be terminated by City at any time, either with our without cause, by giving Contractor three (3) days advance written notice. In the event of termination by City for any reason other than the fault of Contractor, City shall pay Contractor for all Work performed up to that time as provided herein. In the event of breach of the Contract by Contractor, City may terminate the Contract immediately without notice, may reduce payment to Contractor in the amount necessary to offset City’s resulting damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause. In the event this Contract is terminated in whole or in part as provided, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Further, if this Contract is terminated as provided, City may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its performance of this Contract. Contractor shall be required to provide such document and other information within fifteen (15) days of the request.

3.20 General Provisions.

3.20.1 City’s Representative. The City hereby designates the Parks & Recreation Director, or his or her designee, to act as its representative for the performance of this Contract (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.20.2 Contractor’s Representative. Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the City (“′Contractor’s Representative”). Following approval by the City, Contractor’s Representative shall have full authority to represent and act on behalf of Contractor for all purposes under this Contract. Contractor’s Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all construction means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract. Contractor’s Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the City, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the City, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor’s Representative, Contractor shall provide the information specified above and obtain the City’s written approval.

3.20.3 Contract Interpretation. Should any question arise regarding the meaning or import of any of the provisions of this Contract or written or oral instructions from City, the matter shall be referred to City’s Representative, whose decision shall be binding upon Contractor.

3.20.4 Anti-Trust Claims. This provision shall be operative if this Contract is applicable to California Public Contract Code Section 7103.5. In entering into this Contract to 100
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supply goods, services or materials, Contractor hereby offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time the City tender final payment to Contractor, without further acknowledgment by the Parties.

3.20.5 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows:

CONTRACTOR:

ZUMA CONSTRUCTION GROUP INC.

ATTN: MR. MAHYAR RAJI, PROJECT MANAGER
3649 BIRDSONG AVE
THOUSAND OAKS, CA 91360
CITY:

CITY OF SANTA PAULA
970 VENTURA STREET
SANTA PAULA, CA 93060
ATTN: GREG BARNES, PARKS & RECREATION DIRECTOR
Any notice so given shall be considered received by the other Party three (3) days after deposit in the U.S. Mail as stated above and addressed to the Party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.20.6 Time of Essence. Time is of the essence in the performance of this Contract.

3.20.7 Assignment Forbidden. Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of City. If Contractor attempts an assignment or transfer of this Contract or any obligation, right, title or interest herein, City may, at its option, terminate and revoke the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee.

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

3.20.9 Laws; Venue. This Contract shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Contract, the action shall be brought in a state or federal court situated in the County of Ventura, State of California.
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3.20.10 Attorneys’ Fees. If either Party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all other costs of such action.

3.20.11 Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original.

3.20.12 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract.

3.20.13 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City shall have the right to terminate this Contract without liability.

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

3.20.15 Certification of License.

3.20.15.1 Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor’s license of the classification indicated below under Contractor’s signature.

3.20.15.2 Contractors are required by law to be licensed and regulated by the Contractors’ State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four (4) years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within ten (10) years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors’ State License Board, P.O.

Box 26000, Sacramento, California 95826.

3.20.16 Authority to Enter Contract. Each Party warrants that the individuals who have signed this Contract have the legal power, right and authority to make this Contract and bind each respective Party.
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3.20.17 Entire Contract; Modification. This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties.

3.20.18 Non-Waiver. None of the provisions of this Contract shall be considered waived by either party unless such waiver is specifically specified in writing.

3.20.19 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project or other projects. [Signatures on Next Page]
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SIGNATURE PAGE FOR CONSTRUCTION CONTRACT

BETWEEN THE CITY OF SANTA PAULA
AND ZUMA CONSTRUCTION GROUP, INC.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

CITY OF SANTA PAULA
APPROVED:

By: _________________________________
Dan Singer, City Manager
ATTESTED:

By: _______________________________
Julie Latshaw, City Clerk
APPROVED AS TO FORM:
______________________________
Monica Castillo, City Attorney
ZUMA CONSTRUCTION GROUP, INC.
[If Corporation, TWO SIGNATURES,
President OR Vice President AND
Secretary OR Treasurer REQUIRED]
By:

Its:

Printed Name:

By:

Its:

Printed Name: _________________________
____________________________________
Contractor’s License Number and
Classification
____________________________________
DIR Registration Number
CSLB LICENSE # 1071624 B,C51
DIR # PW-LR-1000888324
CEO, President
Mahyar Raji
Mahyar Raji
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Mahyar Raji
CEO, President
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ZUMA CONSTRUCTION GROUP INC
PW-LR-1000888324
6/30/2024
x

ZUMA CONSTRUCTION GROUP INC
Mahyar Raji CEO, President
2/12/2024
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To: Honorable Mayor and Members of the City Council
From: Greg Barnes, Parks and Recreation Director
Subject: QUALITY FENCE COMPANY, INC. CONSTRUCTION CONTRACT FOR

POLICE STATION AND CITY HALL PERIMETER SECURITY FENCE
Date: February 21, 2024
Agenda Item: 10.D

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

Staff recommends that the City Council:

BACKGROUND:

Facility and campus security, most notably the parking lot, has been of concern for officers, police department staff, leadership, and other city staff that use the parking lot at City Hall.

This project will address those concerns.

In November of 2022, staff advertised and solicited bids for this project. Submitted bids were higher than anticipated; staff worked with our project management firm to create a more succinct RFB document and readvertised for bids in December 2023.

ANALYSIS:

The project was advertised in the Santa Paula Times and posted publicly. Bid documents were publicly opened and certified by the City Clerk on January 5th, 2023, in the City Council Chambers. Three bids were received. The bid results are as follows:

Quality Fence Company, Inc. $239,721
Redhawk Fence $347,225
SB Corporation $688,999
156
Staff finds that the low bid submitted by Quality Fence Company, Inc. is an acceptable bid, is responsive, and meets the requirements of the bid documents. Bidding rules require that the City Council award the contract to the lowest responsive and responsible bidder or reject all bids.

STRATEGIC PLAN:

This item addresses City Council's two-year Strategic Plan, Section E, Public Safety & Emergency Preparedness, Objective #4, SPPD Facility Upgrades.

FISCAL IMPACTS:

This project is part of the City's Capital Improvement Program and will be funded by allocated Measure T funds (GL #104-5-9329-660).

OPTIONS:

City Council has the following alternative options to staff's recommendation:

1. Do not award the contract to Quality Fence Company, Inc.

ATTACHMENTS:

EXHIBIT A: City Hall Campus Security Fence Bid Sheet.pdf EXHIBIT B: Quality Fence Construction PW Contract 02-2024.pdf 157

EXHIBIT A

POLICE STATION & CITY HALL

SECURITY PERIMETER FENCE PROJECT

CERTIFIED BID SHEET
158
159

EXHIBIT B

QUALITY FENCE COMPANY

CONSTRUCTION CONTRACT FOR

SECURITY FENCE
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SECURITY FENCE FOR SANTA PAULA POLICE STATION

1. PARTIES AND DATE.

This Contract is made and entered into this 21ST day of February 2024, by and between the City of Santa Paula, a municipal corporation organized under the laws of the State of California with its principal place of business at 970 Ventura Street, Santa Paula, CA 93060, County of Ventura, State of California (“City”) and Quality Fence Company, Inc., a corporation with its principal place of business at 14929 Garfield Ave, Paramount, Ca, 90732 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Contract.

2. RECITALS.

2.1 City. City is a public agency organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose.

2.3 Project. City desires to engage Contractor to render such services for the Police Station Security Fence (“Project”) as set forth in this Contract.

2.4 Project Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, Liability Insurance, Workman’s Comp., and Auto Insurance in the amount of $1,500,000.00 within an aggregate program of $5,000,000.00. A letter is supplied for the Performance and Labor and Materials Bond in the amount of $1,500,000.00 within an aggregate program of $5,000,000.00 and will be required to be in place after awarding of the contract. See Exhibit “C”.

3. TERMS

3.1 Compensation and Payment.

3.1.1 Amount of Compensation. As consideration for performance of the Work required herein, City agrees to pay Contractor the Total Contract Price of TWO HUNDRED THIRTY-NINE THOUSAND SEVEN HUNDRED TWENTY-ONE Dollars ($239,721.00) (“Total Contract Price”) provided that such amount shall be subject to adjustment pursuant to the applicable terms of this Contract or written change orders approved and signed in advance by the City.

3.1.2 Payment of Compensation. If the Work is scheduled for completion in thirty (30) or less calendar days, City will arrange for payment of the Total Contract Price upon completion and approval by City of the Work. If the Work is scheduled for completion in more 161
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than thirty (30) calendar days, City will pay Contractor on a monthly basis as provided for herein.

3.1.6 Substitutions for Contract Retentions. Pursuant to California Public Contract Code section 22300, Contractor may substitute securities for any money withheld by the City to ensure the performance under the Contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the City, with the State or a federally chartered bank as the escrow agent, who shall return such securities to Contractor upon satisfactory completion of the Contract. Deposit of securities with an escrow agent shall be subject to a written agreement between the escrow agent and the City, which provides that no portion of the securities shall be paid to Contractor until the City has certified to the escrow agent, in writing, that the Contract has been satisfactorily completed. The City shall certify that the Contract has been satisfactorily completed within sixty (60) days of work "completion" as defined in Section 7107(c) of the California Public Contract Code. Securities eligible for investment under 162
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this section shall be limited to those listed in Section 16430 of the Government Code, bank or savings & loan certificates of deposit, interest-bearing demand deposit accounts, stand-by letters of credit, or any other security mutually agreed to by Contractor.

3.1.8 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the City at the time of payment. To the extent that title has not previously been vested in the City by reason of payments, full title shall pass to the City at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the City, nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items.

3.2 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:
• Scope of Work (Exhibit “A”)
• Plans and Specifications (Exhibit “B”)
• General Liability and Auto Insurance (Exhibit “C”)
• Contractor’s Certificate Regarding Workers’ Compensation (Exhibit “C”) • Public Works Contractor Registration Certification (Exhibit “D”) • Payment and Performance Bonds (Exhibit “E”)
• Instructions to Bidders, if any
• Contractor’s Bid
To the extent there is a conflict between any portions of this Contract, the order of precedence shall be as follows: change orders, special conditions, technical specifications, plans/construction drawings, general contract terms, scope of work, standard plans, advertisements for bid/proposals, bids/proposals or other documents submitted by Contractor.

3.3 Contractor’s Basic Obligation; Scope of Work.

3.3.1 Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately complete the Project, including all structures and facilities necessary for the Project or described in the Contract (hereinafter sometimes referred to as the “Work”), for a Total Contract Price as specified pursuant to this Contract. All Work shall be subject to, and performed in accordance with the above referenced documents, as 163
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well as the exhibits attached hereto and incorporated herein by reference. The plans and specifications for the Work are further described in Exhibit “B” attached hereto and incorporated herein by this reference. Special Conditions, if any, relating to the Work are described in Exhibit “C” attached hereto and incorporated herein by this reference.

3.3.3 Change Orders. Changes to the Contract Time (as defined in Section

3.4 Substitutions/”Or Equal”. Pursuant to Public Contract Code Section 3400(b), the City may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or article is indicated or specified by grade, patent, or proprietary name or by name of 164
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manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words “or equal.”
Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the City may have adopted certain uniform standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating data, for substitution of any “or equal” material, process or article no later than thirty-five (35) days after award of the Contract. To facilitate the construction schedule and sequencing, some requests may need to be submitted before thirty-five (35) days after award of Contract. Provisions regarding submission of “or equal” requests shall not in any way authorize an extension of time for performance of this Contract. If a proposed “or equal” substitution request is rejected, Contractor shall be responsible for providing the specified material, process or article. The burden of proof as to the equality of any material, process or article shall rest with Contractor.

The City has the complete and sole discretion to determine if a material, process or article is an “or equal” material, process or article that may be substituted. Data required to substantiate requests for substitutions of an “or equal” material, process or article data shall include a signed affidavit from Contractor stating that, and describing how, the substituted “or equal” material, process or article is equivalent to that specified in every way except as listed on the affidavit.

Substantiating data shall include any and all illustrations, specifications, and other relevant data including catalog information which describes the requested substituted “or equal” material, process or article, and substantiates that it is an “or equal” to the material, process or article. The substantiating data must also include information regarding the durability and lifecycle cost of the requested substituted “or equal” material, process or article. Failure to submit all the required substantiating data, including the signed affidavit, to the City in a timely fashion will result in the rejection of the proposed substitution.

3.5 Period of Performance and Liquidated Damages.

3.5.1 Contractor shall perform and complete all Work under this Contract within 82 days, beginning the effective date of the Notice to Proceed (“Contract Time”). Contractor shall perform its Work in strict accordance with any completion schedule, construction schedule or project milestones developed by the City. Such schedules or milestones may be included as part of Exhibits “A” or “B” attached hereto, or may be provided separately in writing to Contractor.

Contractor agrees that if such Work is not completed within the aforementioned Contract Time and/or pursuant to any such completion schedule, construction schedule or project milestones developed pursuant to provisions of the Contract, it is understood, acknowledged and agreed that the City will suffer damage. Pursuant to Government Code Section 53069.85, Contractor shall pay to the City as fixed and liquidated damages the sum of FIVE HUNDRED Dollars ($500.00) per day for each and every calendar day of delay beyond the Contract Time or beyond any completion schedule, construction schedule or Project milestones established pursuant to the Contract.
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Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Contract. As provided for in the indemnification provisions of this Contract, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any work necessary to correct errors or omissions which are caused by Contractor’s failure to comply with the standard of care provided for herein. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the City, shall be promptly removed from the Project by Contractor and shall not be re-employed on the Work.

3.8 City’s Basic Obligation. City agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract, the City shall pay to Contractor, as full consideration for the satisfactory 166
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performance by Contractor of the services and obligations required by this Contract, the belowreferenced compensation in accordance with compensation provisions set forth in the Contract.

3.9 Labor.

3.9.1 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Since the Work is being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates.

3.9.4 Payroll Records. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code section 1776. In the event of noncompliance with the requirements of this section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this section. Should noncompliance still be evident after such 10-day period, Contractor shall, as a penalty to City, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on Public Works with the intent to 167
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defraud shall be ineligible to bid on Public Works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The responsibility for compliance with this section is on Contractor.

3.10 Performance of Work; Jobsite Obligations.

3.10.1 Water Quality Management and Compliance.

3.10.1.2 Compliance with the Statewide Construction General Permit.

Contractor shall comply with all conditions of the most recent iteration of the National Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated with Construction Activity, issued by the California State Water Resources Control Board (“Permit”). It 168
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shall be Contractor’s sole responsibility to file a Notice of Intent and procure coverage under the Permit for all construction activity which results in the disturbance of more than one acre of total land area or which is part of a larger common area of development or sale. Prior to initiating work, Contractor shall be solely responsible for preparing and implementing a Storm Water Pollution Prevention Plan (SWPPP) as required by the Permit. Contractor shall be responsible for procuring, implementing and complying with the provisions of the Permit and the SWPPP, including the standard provisions, and monitoring and reporting requirements as required by the Permit. The Permit requires the SWPPP to be a “living document” that changes as necessary to meet the conditions and requirements of the job site as it progresses through difference phases of construction and is subject to different weather conditions. It shall be Contractor’s sole responsibility to update the SWPPP as necessary to address conditions at the project site.

3.10.1.4 Cost of Compliance. Storm, surface, nuisance, or other waters may be encountered at various times during construction of the Work. Therefore, the Contractor, hereby acknowledges that it has investigated the risk arising from such waters and assumes any and all risks and liabilities arising therefrom.

3.10.2 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the 169
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specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and lifesaving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site.

3.10.6 Hazardous Materials and Differing Conditions. As required by California Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to 170
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disturbance of any conditions, notify City of: (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class III disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by City; and (3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, City shall promptly investigate the conditions to determine whether a change order is appropriate.

In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract, but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute.

Errors, inconsistencies or omissions discovered shall be reported to the City immediately and prior to performing any work or altering the condition.

3.11 Completion of Work. When Contractor determines that it has completed the Work required herein, Contractor shall so notify City in writing and shall furnish all labor and material releases required by this Contract. City shall thereupon inspect the Work. If the Work is not acceptable to the City, the City shall indicate to Contractor in writing the specific portions or 171
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items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a re-inspection by the City. Once the Work is acceptable to City, City shall pay to Contractor the Total Contract Price remaining to be paid, less any amount which City may be authorized or directed by law to retain.

Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code.

3.12 Claims; Government Code Claim Compliance.

The intent of this Section is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Section shall be construed to be consistent with said statutes.

3.12.4 Supporting Documentation. The Contractor shall submit all claims in the following format:

3.12.4.1 Summary of claim merit and price, reference Contract Document provisions pursuant to which the claim is made

3.12.4.2 List of documents relating to claim:
(A) Specifications
(B) Drawings
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(C) Clarifications (Requests for Information)
(D) Schedules
(E) Other

3.12.4.3 Chronology of events and correspondence

3.12.4.4 Analysis of claim merit

3.12.4.5 Analysis of claim cost, including calculations and supporting documents

3.12.4.6 Time impact analysis in CPM format

City’s written response to the Claim, shall be submitted to the Contractor within 30 Days (if the Claim is less than $50,000, within 15 Days) after receipt of the additional documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater.

3.12.7 Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the Claim remains in dispute, City shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 Days after City issues its written statement. Any disputed 173
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portion of the Claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with City and the Contractor sharing the associated costs equally. City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing unless the Parties agree to select a mediator at a later time.

3.12.7.4 The mediation shall be held no earlier than the date the Contractor completes the Work or the date that the Contractor last performs Work, whichever is earlier. All unresolved Claims shall be considered jointly in a single mediation, unless a new unrelated Claim arises after mediation is completed.

3.12.9 Civil Actions. The following procedures are established for all civil actions filed to resolve Claims of $375,000 or less:

3.12.9.1 Within 60 Days, but no earlier than 30 Days, following the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both Parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code section 9204 and the terms of these procedures. The mediation process shall provide for the selection within 15 Days by both Parties of a disinterested third person as mediator, shall be commenced within 30 Days of the submittal, and shall be concluded within 15 Days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court.

3.12.9.2 If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1114.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration. 174
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3.12.10 Government Code Claim Procedures.

3.14 Indemnification.

3.14.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and 175
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harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s services, the Project or this Contract, including without limitation the payment of all expert witness fees, attorneys’ fees and other related costs and expenses.

3.15 Insurance.

3.15.2.1 Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01) OR Insurance Services Office Owners and Contractors Protective Liability Coverage Form (CG 00 09 11 88) (coverage for operations of designated contractor); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto); (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and 176
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17 SHORT FORM CONSTRUCTION CONTRACT
Employer’s Liability Insurance; and (4) Builders’/All Risk: Builders’/All Risk insurance covering for all risks of loss, including explosion, collapse, underground excavation and removal of lateral support (and including earthquakes and floods if requested by the City). Policies shall not contain exclusions contrary to this Contract.

3.15.3.1 General Liability. (1) Such policy shall give the City, its officials, employees, agents and volunteers additional insured status using ISO endorsements CG20 10 10 01 plus CG20 37 10 01, or endorsements providing the exact same coverage, with respect to the Work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it.

3.15.3.2 Automobile Liability. (1) Such policy shall give the City, its officials, employees, agents and volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor 177
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or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.

3.15.3.3 Workers’ Compensation and Employer’s Liability Coverage.

3.15.6 Professional Liability Insurance. All architects, engineers, consultants or design professionals retained by Contractor shall also procure and maintain, for a period of five (5) years following completion of the Contract, errors and omissions liability insurance with a limit of not less than $1,000,000 per occurrence. This insurance shall name the City, its directors, officials, officers, employees, agents and volunteers as additional and insureds with respect to Work performed, and shall otherwise comply with all requirements of this Section. Defense costs shall be paid in addition to the limits.

3.15.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VII, licensed to do business in California, and satisfactory to the City. Exception may be made for the State Compensation Insurance Fund when not specifically rated.
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3.15.9 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.16 Bond Requirements.

3.16.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer 179
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will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.

Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

3.18 Employee/Labor Certifications.

3.18.1 Contractor’s Labor Certification. By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker’s Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose, which is attached to this Contract as Exhibit “D” and incorporated herein by reference, shall be executed simultaneously with this Contract.

3.18.2 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 180
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3.20 General Provisions.

3.20.4 Anti-Trust Claims. This provision shall be operative if this Contract is applicable to California Public Contract Code Section 7103.5. In entering into this Contract to 181
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supply goods, services or materials, Contractor hereby offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time the City tender final payment to Contractor, without further acknowledgment by the Parties.

CONTRACTOR:

QUALITY FENCE CO. INC.
14929 GARFIELD AVENUE
PARAMOUNT, CA 90723
ATTN: MR. WILLIAM CAVANAUGH, PRESIDENT
CITY:

3.20.6 Time of Essence. Time is of the essence in the performance of this Contract.

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

3.20.10 Attorneys’ Fees. If either Party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, 182
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the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all other costs of such action.

3.20.11 Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original.

3.20.12 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract.

3.20.15 Certification of License.

3.20.15.1 Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor’s license of the classification indicated below under Contractor’s signature.

Box 26000, Sacramento, California 95826.

3.20.17 Entire Contract; Modification. This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior 183
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negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties.

3.20.18 Non-Waiver. None of the provisions of this Contract shall be considered waived by either party, unless such waiver is specifically specified in writing.

3.20.19 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project or other projects. [Signatures on Next Page]
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Exhibit A - 1 SHORT FORM CONSTRUCTION CONTRACT
EXHIBIT “A”

SCOPE OF WORK

DEMOLITION, AND NEW CONSTRUCTION OF THE CITY OF SANTA PAULA POLICE STATION

PERIMETER
FENCE

CITY OF SANTA PAULA POLICE STATION PERIMETER FENCE PROJECT PROJECT LOCATION:
214 SOUTH 1OTH STREET, SANTA PAULA, CA 93060
The purpose of this scope of work is to obtain bids for the new construction of the City of Santa Paula Police Station perimeter security fence. Below are the line items that need cost estimates:

1. Fencing - refer to Exhibit #4 for all specifications:

1.01 Install 8’ height metal security fencing. ¾” sq. metal tube vertical bars at 4” o. c. with min. 2 coats ea. primed and painted black finish (588 lin. ft.).

1.02 Install 4” sq. metal tube end posts with caps at all gates and corner locations. All posts to be primed and painted with min. 2 coats black finish. All posts to have concrete footings (36 no.).

1.03 Install 3” sq. metal tube center posts with caps at all intermediate locations. All posts to be primed and painted with min. 2 coats black finish. All posts to have concrete footings (43 no.).

1.04 Install 16’ width sliding gates with ¾” sq. metal tube vertical bars at 4” o. c., painted, and primed with min. 2 coats black finish to match fencing (total 4 no. – 2 no. at South Mill and 2 no. at South 10th Street).

1.05 Install 10’ width swing gate with lock by 8’ height with ¾” sq. metal tube vertical bars at 4” o.c., painted, and primed with min. 2 coats black finish to match fencing (1 no. – on South Mill for temporary generator storage).

1.06 Install 3’ wide by 8’ height man gates with ¾” sq. metal tube vertical bars at 4” o. c., painted, and primed with min. 2 coats black finish to match fencing (total 5 no. – 1 on South Mill, 2 on South 10th and 2 on East Ventura Street).

1.07 Install concrete footings 15” x 15” x 30” at each post (4,444 cu ft.).

2. Electrical – to be provided by others under separate RFB and coordinated with Electrical Contractor.

3. Security Systems – exact security system to be installed by others and coordination with Security System provider required.

Note: Landscape N.I.C.

Additional Info:
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Exhibit A - 2 SHORT FORM CONSTRUCTION CONTRACT
Project will be Prevailing Wage
Prior to contract commencement, contractor must provide a roster of staffing for the contractor, subcontractor and all vendors that will be on site. Background checks will be required for all contractors, subcontractors and all vendors on the job site. SPPD to conduct the CLETS criminal background checks.

SPPD to provide visitor tags to all contractors, subcontractors and vendors shall be worn at all times. In the event the contractor, contractor staff, subcontractors or vendor is determined ineligible for working at this site, alternative staffing will be required.

Property Owner:

City of Santa Paula
Contact Info:

Project Manager
Christina Grina
(805) 671-9811
Robert William Company, LLC
917 Railroad Ave
Santa Paula, Ca 93060
[email protected]
Project Manager
Bill Lindsay
(805) 625-1144
Robert William Company, LLC
917 Railroad Ave
Santa Paula, Ca 93060
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To: Honorable Mayor and Members of the City Council
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: February 21, 2024
Agenda Item: 10.E

CITY OF SANTA PAULA

MEMORANDUM
RECOMMENDATION:

Staff recommends that the City Council:

1. Conduct second reading of and adopt Ordinance No. 1333 entitled "An Ordinance Approving (1) 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 (2) Amendment No. 3 to the Development Agreement Subject to City Council Approval of East 1 Specific Plan Amendment No. 4." Staff intends to present the proposed East Area 1 Specific Plan Amendment No. 4 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.

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”). On January 29, 2024, the Planning Commission and City Council held a joint study session regarding the DA Amendment. At a special meeting that same evening, the Planning Commission held a public hearing and adopted Resolution No. 3858, recommending City Council (i) approve Addendum No. 3 to Environmental Impact Report (EIR) for the EA1 Specific Plan Amendment and (ii) adopt an ordinance approving the DA Amendment subject to Council approval of EA1 Specific Plan Amendment No. 4. On February 13, 2024, the City Council, after a noticed public hearing, adopted Resolution No. 7500 approving EIR Addendum No. 3, and introduced and waived first reading of Ordinance No. 1333 approving the DA Amendment subject to Council approval of EA1 Specific Plan Amendment No. 4. The EA1 SPA is not before the City Council this evening and will be presented for Planning Commission consideration at its regular meeting in February. It is discussed in this report for a 235
fuller picture of the Harvest Project.

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.

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 VeryLow 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.
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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.

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 96.6 707 du
c 7.3 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 6.4 262.5 2,050 du 7.8 550 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
d 19.2 - - 8.3 - - -10.9 ac
Subtotal 20.2 - - 9.8 - - -10.4 ac
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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 – The Haun Creek West Neighborhood includes the 10.4 acre site previously reserved for development of an elementary school and approved for development of 121 residential units d – 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 Agreement would allow up to 1,500 residential units (including apartment 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.
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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:

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 239
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 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.
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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 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 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) 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. 241
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 $5.5 Million into the AHTF to help finance Rise Santa Paula, a pending affordable housing project to be located at 18004 E. Telegraph Road.

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.

The City Council adopted Resolution No. 7500 approving EIR Addendum No. 3. 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 242
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).)
EIR Addendum No. 3 (Addendum No. 5 to the 2008 EIR and Addendum 3 to the 2015 SEIR) approved by Council evaluates the proposed amendment to the approved Development Agreement and Specific Plan. 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 amended Project would result in any new significant impacts or any substantial increase in the severity of the significant impacts identified in the Final EIR.

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:

The Development Agreement between LLCB and the City represents the results of a lengthy negotiation process whereby the developers have agreed to the payment of numerous impact fees, while receiving credit for others. These fees are generally in line with the City's adopted Fee Schedule, but a comparative analysis has not been conducted nor would be required.

The request for increased housing units represents economic impacts and increased municipal services and resources which were also not fully studied by the City.

OPTIONS:

In addition to staff's recommended action, the City Council has the following available alternative options:

1. Decline to adopt the ordinance.

2. Continue the item to gather more information.

ATTACHMENTS:
243
Att A - Approved EA1 Land Use Map.pdf
Att B - Proposed Add'l Units Layout
Att C - Ordinance 1333 re Limoneira DA 3rd Amendment (2nd Reading) 244
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.

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Foothill
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Legend
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Open Space Preserve
Parks/Greenways
School Athletic Fields
Foothill Collector
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Approved Land Use Plan
FIGURE 2-1

APPROXIMATE SCALE IN FEET
0 400 800 1600
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245

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246

ATTACHMENT C
Ordinance No. 1333
247
ORDINANCE NO. 1333
AN ORDINANCE APPROVING (1) 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 (2) 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.

F. Associated with a pending fourth amendment to the East Area 1 Specific Plan and General Plan Amendment that will be considered by the Planning Commission at its regular February meeting and later by the City Council at a regular meeting in March, 248
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.

I. On February 13, 2024, the City Council held a duly noticed public hearing at which all persons wishing to testify in connection with Amendment No. 3 were heard and at which time Amendment No. 3 was comprehensively reviewed. Following public testimony, the City Council adopted Resolution No. 7500 approving EIR Addendum No. 3 for the Amended Project and introduced by title and waived first reading of Ordinance No. 1333.

SECTION 2: Development Agreement Findings. The City Council makes the following findings pursuant to SPMC Sections 16.234.070 and 16.234.090 and the Government Code:

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 249
and farmers markets, cultural facilities such as theaters and museums, and preservation of natural and historic places.

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 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 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 250
the project including construction of the Santa Paula Creek Bridge, traffic circulation improvements, as well as funding to complete a community sports park.

F. Amendment No. 3 is consistent with the provisions of Government Code sections 65864 through 65869.5 for the reasons cited in Subsections A through E, above.

SECTION 3: Environmental Assessment. The City Council 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

4. No new mitigation measures or alternatives that are considerably different from those analyzed in the previous EIR that would substantially reduce 251
one or more significant effects on the environment, and that the Amended Project proponents decline to adopt, are recommended.

SECTION 4:. Approval. The City Council hereby:

A. Adopts the findings and analysis in Council Resolution No. 7500 approving EIR Addendum No. 3, which is incorporated by this reference as if fully set forth herein.

B. Approves Amendment No. 3 attached as Exhibit “A” and incorporated by reference. The City Council authorizes the City Manager, or the City Manager’s designee, to execute Amendment No. 3 on behalf of the City in a form approved by the City Attorney.

SECTION 5: Reliance on the Record. Each and every one of the findings and determinations in this Ordinance are based on the competent and substantial evidence, both oral and written, contained in the entire record relating to the Project. The findings and determinations constitute the independent findings and determinations of the City Council in all respects and are fully and completely supported by substantial evidence in the record as a whole.

SECTION 6: Severability. If any part of this Ordinance or its application is deemed invalid by a court of competent jurisdiction, the City Council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications, and to this end the provisions of this Ordinance are severable.

SECTION 7: Notice. The City Clerk is directed to certify the passage and adoption of the Ordinance, make a note of the passage and adoption in the records of this meeting, and within fifteen days after the passage and adoption of this Ordinance cause it to be published and posted in accordance with California law.

SECTION 8: Recording. The City Clerk is further directed to record Amendment No. 3 with the Ventura County Recorder within ten calendar days after the City enters into Amendment No. 3 with the Developer.

SECTION 9: This Ordinance will become effective on the 31st day following its passage and adoption.
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252
PASSED AND ADOPTED this 21st day of February 2024.
_________________________________
Leslie Cornejo, Mayor
ATTEST:
_________________________
Julie Latshaw, CMC, City Clerk
APPROVED AS TO FORM:
___________________________
Monica Castillo, City Attorney
253

EXHIBIT A
Development Agreement Amendment No. 3
[attached behind]
254
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 126 255
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
256
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.”
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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 258
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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 259
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.”
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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.
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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. 262
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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 263
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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 264
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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.”
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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 266
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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]
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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: ___________________________
268

EXHIBIT A
Supplemental Sports Park Improvements
269
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.
1/16/24 270

EXHIBIT B
Sports Park Implementation Agreement
271

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
272
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
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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
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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
275

EXHIBIT C
First Amendment to Sports Park Implementation Agreement 276
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 277
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#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.
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#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 279
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
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#201538 v1 9088.35 5
Exhibit A
Sports Park CPI Annual Cost Escalation
281
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 282

EXHIBIT D
Sports Park Phase 1 Punch List
283

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
284

EXHIBIT E
Operating Memorandum No. 3
285
"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).
286
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
287

EXHIBIT F
Operating Memorandum No. 4
288
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").

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 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
289

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

Santa Paula City CouncilFebruary 21, 2024

Santa Paula City Council
February 21, 2024