Thousand Oaks City Council
January 13, 2026

Agenda Related Items - Meeting of January 13, 2026
Supplemental Packet Date: January 13, 2026

THOUSAND OAKS CITY COUNCIL
Supplemental
Information
Packet
Americans with Disabilities Act (ADA):

In compliance with the ADA, if you need special assistance to participate in this meeting or other services in conjunction with this meeting, please contact the City Clerk Department at (805) 449-2151. Assisted listening devices are available at this meeting. Ask City Clerk st aff if you desire to use this device. Upon request, the agenda and documents in this agenda packet, can be made ava ilable in appropriate alternative formats to persons with a disability. Notification at least 48 hour s prior to the meeting or time when services are needed will assist City staff in assuring reasonable arrangement s can be made to provide accessibility to the meeting or service.
3:15 p.m.

Supplemental Information:

Any agenda related public doc uments received and distribut ed to a majority of the City Council after the Agenda Packet is printed are included in Supplemental Packets. Supplemental Packets are produced as needed, typically a minimum of two—one available on the Thursday preceding the City Council meeting and the second on Tuesday at the meeting. The Supplement al Packet is available for public inspection on the City’s website at toaks.org/agendas or by contacting the City Clerk Dept at (805) 449-2151 during normal busi- ness hours [main location pursuant to the Brown Act, G.C. 54957.5(2)].

To: City Council

From: Mikey Taylor, Mayor

Date: January 13, 2026

Subject: Agenda Item No. 9J – Proposed 2026 City Councilmember Committee Assignments

Due to an inadvertent error, the stipend for the Clean Power Alliance (CPA) as mentioned on page 2 of the above-captioned report was erroneously listed as $100 for each meeting. However, that amount is updated to reflect a stipend of $150 for each meeting that a director is in attendance. Directors shall not receive more than three (3) stipend payments in any single calendar month.

CMO:120-20/H:Common/Council Items/2026/011326/Supplemental Memo Proposed 2026 City Councilmember Committee Assignments.doc

1 To: Andrew P. Powers, City Manager

From: Kelvin Parker, Community Development Director

Date: January 13, 2026

Subject: Agenda I tem No. 10A – Sale of City -Owned Property at 401/403 West Hillcrest Drive and Related Development Agreement

The Planning Commission held a duly-noticed public hearing on January 12, 2026, during which the Planning Commission received a presentation by City staff and approved a motion (4-0) recommending approval of DAGR -2025-70004, the subject of Item No. 10A, to City Council, including a minor text revision to the r esolution, on page 3, Section 2, adding "and recognized that City landmark No. 10 Hillcrest Center on the property".

The Planning Commission materials, including the Planning Commission staff report, supplemental packet, final resolution, and public correspondence, are provided in this supplemental packet.
cdd:420-46\jk\H:COMMON\City Council \Agenda Packet\2026\2026-01-13\Supplemental 1\Supplemental Memo 10A DAGR -2025- 70004.docx\[FILE ID DAGR-2025-70004]

2 TO: Planning Commission
FR
OM: Kelvin Parker, Community Development Director
DATE
: January 12, 2026
SUBJECT: Development Agreement (DAGR) 2025-70004 and General Plan Conformity Determination on the Proposed Disposition and Transfer of the City-Owned Property at 401/403 W Hillcrest Drive to Conejo Recreation and Park District (APNs 525-0-060-125, 525‐0‐053‐115, 525 ‐0‐053‐175, 525-0-060-135, 525‐0‐053‐195, 525‐0‐060‐085, 525‐0‐060‐095, 525‐0‐060‐115)
RECO
MMENDATION:

That
the Planning Commission adopt a Resolution:

1. Fi
nding that the following actions are exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3): Common Sense Exemption; Section 15312: Surplus Government Property Sales; and Section 15325 - Transfers of Ownership of Interests of Land;

2. Fin
ding that the proposed disposition of City -owned property to the Conejo Recreation and Park District (CRPD) of the following parcels : Assessor Parcel Numbers (APNs) 525‐0‐053‐115, 525‐0‐053‐175, 525‐0‐053‐195, 525‐0‐060‐085, 525‐0‐060‐095, 525‐ 0‐060‐115, 525‐ 0‐060‐125, and 525‐ 0‐060‐135 (subject properties) by the City to Conejo Recreation and Park District (CRPD) is consistent with the Thousand Oaks 2045 General Plan pursuant to Government Code Section No. 65402; and

3. Re
commending that the City Council a dopt an ordinance approving Development Agreement DAGR-2025-70004 establishing the City’s agreement to not change the existing zoning and General Plan designations of the Property without Owner’s consent for 30 years from the date of execution.

BACKGRO
UND:

The s
ubject properties are zoned SP-17, with a portion of APN 525‐0‐060‐115 also zoned with the Mixed-Use Overlay Zone (Attachments #1-3). The subject parcels are designated by the General Plan 2045 Land Use Map in the following way:
3 Disposition of City-Owned Property to CRPD
January 12, 2026

Tab
le 1 – SP-17 Parcels
APN Street
Address
Acreage Land Use
525-0-060-125 26.99 Parks, Golf Courses, Open Space
525-0-053-115 8.86 Commercial Town (1.0 FAR)
525-0-053-175 3.50 Parks, Golf Courses, Open Space
525-0-060-135 5.00 Parks, Golf Courses, Open Space
525-0-053-195 2.11 Commercial Town (1.0 FAR)
525-0-060-095 403 W.

Hillcrest Dr

5.52 Commercial Town (1.0 FAR)
525-0-060-115 6.40 Mixed-Use/ Parks, Golf Courses,
Open Space
525-0-060-085 401 W.

Hillcrest Dr

3.29 Commercial Town (1.0 FAR)
Total 61.67
Spec
ific Plan No. 17
On February 4, 1997, City Council approved the “401 West Hillcrest Specific Plan (SP-17)” which established a vision to guide future development/redevelopment of approximately 62 acres of land located at the northeast intersection of West Hillcrest Drive and McCloud Avenue, commonly referred to as 401 and 403 West Hillcrest Drive (Attachments #1 through #3). Approximately half of the SP-17 area has undergone site improvements, primarily within a 35-acre section of the site that includes development from the City’s original 1973 Civic Center . This portion of the specific plan is commonly known as 401 West Hillcrest. The City vacated the building in 1988 and relocated the Civic Center to its current location at 2100 Thousand Oaks Boulevard (Civic Arts Plaza). The other 27 acres of the site consists of a hill within the northerly and easterly portions of the specific plan area (more commonly known as "Fireworks Hill"). This portion of the specific plan was acquired by the City in 1994, in order to integrate it with the 401 West Hillcrest property for future planning purposes.

SP-17 includes three Planning Unit Areas , identified as “Planning Units 1, 2, and 3,” seen in Figure 1, each having permitted uses designated for the respective areas. These uses include commercial, residential, institutional, and open space.

Planning Unit 1 allows for a mix of uses such as office buildings, medical offices, restaurants, art galleries, dance studios, convalescent hospitals, and attached senior residential dwelling units at a density of 15 dwelling units per acre. Planning Unit 2 allows for a limited list of uses, including residential, but does not allow for a blend of residential and nonresidential in the same development. Planning Unit 4 Disposition of City-Owned Property to CRPD
January 12, 2026

3 is a hillside area with oak trees and is intended to be preserved as a natural open space, allowing for only passive recreational uses. The existing specific plan includes custom development and design standards, permitted land uses, infrastructure requirements, implementation measures, and other criteria.

Figure 1 – SP-17 Planning Unit Designations
Gener
al Plan 2045 Land Use Designations
As stated above and seen in Figure 2 below, the final Land Use Map adopted with the General Plan Update on December 5, 2023, designates a portion of Planning Unit 1 as Mixed-Use, which allows a minimum density of 20 units per acre and a maximum density of 30 units per acre of multi -family residential and mixed- use 5 Disposition of City-Owned Property to CRPD
January 12, 2026

development with a Floor-to-Area ratio (FAR) up to 1.0. The remainder of Planning Unit 1 is a combination of Commercial Town, which allows a maximum FAR of 1.0 and Parks, Golf Courses, and Open Space. Planning Unit 2 and 3 allows Parks, Golf Courses, and Open Space.

Figur
e 2 – General Plan Land Use Designations for SP-17 Properties The M
ixed-Use land use designation of the 2045 General Plan allows retail, restaurants, entertainment, bars, service commercial uses, office buildings, hotels, multi-family buildings, and attached rowhouses or townhomes. Other uses allowed include religious institutions, daycare centers, parks, schools, and other public facilities. The Commercial Town designation allows retail, office, service commercial, and hotel uses in addition to parks, public buildings, and religious institutions. The Parks, Golf Courses, and Open Space allows public and private recreation and open space.

Pot
ential Sale of 401/403 W Hillcrest Drive
On December 3, 2024, City Council awarded a professional services agreement to complete the preliminary design of the Downtown Thousand Oaks project , an activated, pedestrian-friendly area that leverages the existing Civic Arts Plaza. The City has consistently included the creation a “Downtown Thousand Oaks” as part of its list of priorities since 2017.
6 Disposition of City-Owned Property to CRPD
January 12, 2026

One of the cornerstones of the Downtown’s funding strategy is the disposition of the former City Hall site at 401/403 Hillcrest Drive. The property is currently tenanted by the CRPD for its headquarters office and Hillcrest Center for the Arts (HCFA). At the March 20, 2025 CRPD Board Meeting, City staff presented an update on the Downtown Project and the possible disposition of 401/403 Hillcrest.

During deliberations, the CRPD Board expressed an interest in remaining at 401/403 Hillcrest as the permanent home for its headquarters and HCFA.

In l
ight of the Board's preference, staff engaged CRPD leadership on a general framework for a potential sale of 401/403 Hillcrest. On May 20, 2025, the City Council authorized the City Manager to explore disposition terms with CRPD leadership for the property.

The
Surplus Land Act (California Government Code Section 54220 et seq.) is intended to make a local agency’s surplus land available to other public entities or affordable housing sponsors for the creation of affordable housing. Prior to selling City-owned parcels, the City must first declare the parcels as “ surplus land” or “exempt surplus land.” California Government Code Section 54221 identifies several categories of property that constitute “exempt surplus land,” which need not be made available to other public entities or affordable housing sponsors before the property is sold. California Government Code Section 54221(f)(1)(D) provides that the transfer of surplus land to another local agency for the receiving agency’s use constitutes “exempt surplus land .” Given that the potential transaction is between the City and CRPD for CRPD’s continued use of the property, the sale of 401/403 W. Hillcrest to CRPD qualif ies as “exempt surplus land” and does not require the City to make the property available to other public entities and affordable housing sponsors prior to its sale to CRPD . As such, on December 2, 2025, City Council adopted a resolution declaring the subject properties to be “ exempt surplus land” pursuant to Government Code Section 54221.

DIS
CUSSION/ANALYSIS:

The par
cels encompass the land underlying the two main buildings on the property, the driveway entrance, parking lot areas, and adjacent open space parcels.

Altogether, the areas shown in Table 1 comprise the totality of the Specific Plan 17 area.

Dur
ing the negotiation for the sale of the subject properties listed above, CRPD requested that the existing zoning regulations and Land Use Designations be preserved in their current state (described above).
7 Disposition of City-Owned Property to CRPD
January 12, 2026

As such, Development Agreement DAGR -2025-70004 is proposed to create a binding contract that the City will maintain the existing General Plan Land Use designations ("Commercial Town", "Mixed- Use", and "Parks, Golf Courses and Open Space"), and zoning designations (“Mixed-Use Overlay Zone” and “Specific Plan No. 17 ”) as currently adopted for 30 years (Attachment #4) . Should any changes to the land use or zoning designations be proposed, the City would consider the proposed project in accordance with the procedures required by state law and the Thousand Oaks Municipal Code. No physical development or change of use is proposed as part of the subject request.

Gener
al Plan Conformity Determination
Government Code Section 65402 requires that any real property disposition be reviewed by the planning agency to confirm that “the location, purpose, and extent” of the property disposition is consistent with the General Plan.

Ev
aluation of General Plan conformity involves a comparison of this proposal with the over-arching General Plan Goals and Policies, in this case, the Governance, Land Use, and Parks and Open Space Elements. The Thousand Oaks General Plan 2045 can be accessed on the City’s website: https://toaks2045.org/.

As
the proposed sale preserves the existing land use designations of open space, commercial, and mixed- use, the following goals and policies demonstrate the conformance of the proposed disposition and transfer of the subject properties with the City’s General Plan 2045:

Gov
ernance
• Goal G -5: Foster partnerships with other regional and local agencies to ensure residents have access to high- quality parks, recreation, education, and leisure programs and services.
o 5.3 Collaborate with Neighboring Jurisdictions – Work closely with adjacent jurisdictions on topics of mutual importance, including transportation, sustainability and climate change, open space, and land use/development decisions.
o 5.4 Parks and Open Space Partnerships – Partner with agencies and organizations that preserve and expand parks and open space within and around Thousand Oaks, including COSCA, CRPD, and Santa Monica Mountains Conservancy, and others.

Land U
se Element
• Goal LU -1: Create a land use pattern of development that preserves existing neighborhoods while providing opportunities for targeted infill projects in strategic locations to enhance the quality of life, preserve the 8 Disposition of City-Owned Property to CRPD
January 12, 2026

natural environment, and ensure the long- term fiscal viability of Thousand Oaks.
o Policy 1.1 Overall City Structure – Establish a clearly defined urban pattern of development and open space by maintaining and expanding the open space network and natural areas around the City.
• Goal
LU-2: Preserve and enhance existing neighborhoods throughout the City.
• Goal
LU-12: Promote healthy living for all residents of Thousand Oaks. o Policy 12.12 Parks and Open Space Areas – Encourage the creation, maintenance, and enhancement of park and open space facilities that provide physical, mental, and social benefits for all ages.

Par
ks and Open Space Element
• Goal POS-1: Preserve open space lands for future generations of Thousand Oaks residents.
• Goa
l POS -6: Create and maintain beautiful and accessible parks and recreational facilities that meet the needs of all residents of Thousand Oaks.

In ad
dition, the Development Agreement specifically requires that the City not initiate any changes to the General Plan Land Use or zoning designations of the properties listed in Table 1 without the consent of the property owners , and therefore the transfer of said property is consistent with the General Plan. If changes to the General Plan Land Use designations of any one of the properties or portion(s) thereof is requested with the consent of the property owners at some point within the 30-year agreement, or if any other project is proposed, consistency with the General Plan 2045 will be assessed at that time and considered by the Planning Commission and City Council as required.

ENVI

RONMENTAL REVIEW
Pur
suant to Section 15378(b)(4) of the Guidelines for the California Environmental Quality Act (CEQA), et seq.), the regulations promulgated thereunder (14 California Code of Regulations, §§15000, et seq., CEQA Guidelines), staff has determined that the proposed disposition of the property to CRPD, including the proposed Development Agreement (“Project”), is exempt from CEQA pursuant to Section 15061(b)(3): Common Sense Exemption because the DAGR does not authorize any physical development or change in the existing use of the Property, and therefore has no potential to result in a physical environmental impact . In 9 Disposition of City-Owned Property to CRPD
January 12, 2026

addition, the Project consists of the sale of surplus property to CRPD. Such transfers (except in certain situations, none of which apply here) are categorically exempt from CEQA pursuant to Class 12 (Section 15312 – Surplus Government Property Sales). Finally, the Project is categorically exempt from the provisions of CEQA pursuant to Class 25 ( Section 15325 - Transfers of Ownership in Land) because the Agreement is directly related to the City’s contemplated transfer of the Property to another public agency (CRPD) with no proposed change in use .

None of the exceptions to categorical exemptions under CEQA Guidelines Section 15300.2 apply, as the action will not result in unusual circumstances, cumulative impacts, or any reasonably foreseeable environmental effect.

PUBL

IC CORRESPONDENCE
Sta
ff have not received public comments related to the project.

CONCLUSION
Ci
ty staff has evaluated the proposed Development Agreement and potential transfer of land and determined that it is consistent with policies and goals of the adopted General Plan as analyzed in this report.

PREPARED BY: Justine Kendall, Senior Planner
At
tachments:

Attachment #1 – Vicinity Map
Attachment #2 – Location Map
Attachment #3 – Aerial Map
Attachment #4 – Draft Ordinance for Development Agreement DAGR - 2025-70004
Attachment #5 – Draft Resolution
cdd:
420-46\jk\H:COMMON\Planning Commission\Agenda Packet\2026\2026-01-12\GP Consistency - 401 403 Hillcrest\ 07A 401 403 Hillcrest CRPD DAGR-2025-70004 Staff Report.docx\pz (FILE ID: DAGR-2025-70004) 10 Lynn Rd
Janss Rd
Hillcrest Dr
Moor
park Rd
Thousand Oaks Blvd
Wilbur Rd
DAGR 2025-70004
City of Thousand Oaks
Vicinity Map
U:\cdcjansen\_Case Maps\Hillcrest Dr 401-403 W\Hillcrest Dr 401-403 W.aprx 0 2,000 4,0001,000
Feet
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City of Thousand Oaks
Community Development Department
101
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ATTACHMENT #1
(To the 1/12/2026 PC Packet)
11 Mc C
loud Ave
Oak LeafDr
Arbor Ct
Tuolumn
e
Ave
Wilbur Rd
Hillcrest Dr
Gainsborough R
d
SaintCharles
Dr
Marin St
Civic
Center
Dr
DAGR 2025-70004
City of Thousand Oaks
Location Map
City of Thousand Oaks
Community Development Department
0 500 1,000250
Feet
Subject
Property
101
U:\cdcjansen\_Case Maps\Hillcrest Dr 401-403 W\Hillcrest Dr 401-403 W.aprx FGG

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ATTACHMENT #2
(To the 1/12/2026 PC Packet)
12 Mc
Cloud Ave
Oak
LeafDr
Arbor Ct
Tuolu
mne Ave
Hillcrest
Dr
Marin St
Civic
Center
Dr
DAGR 2025-70004
City of Thousand Oaks
Aerial Map
City of Thousand Oaks
Community Development Department
0 300 600 900150
Feet
Subject
Property
U:\cdcjansen\_Case Maps\Hillcrest Dr 401-403 W\Hillcrest Dr 401-403 W.aprx FGG

?MN?+
&20021?3ODQQLQJ&RPPLVVLRQ?$JHQGD3DFNHW???*3&RQVLVWHQF\+LOOFUHVW? $401 403 Hillcrest CRPD '$*5$WWDFK$HULDO0DSSGI?S] ),/(,'
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ATTACHMENT #3
(To the 1/12/2026 PC Packet)
13 ATTACHMENT #4
Attachment #4 draft Ordinance has been replaced by the draft Ordinance in the Supplemental Packet found at the end of this document. (To the 1/12/2026 PC Packet)
14 ATTACHMENT #5
Attachment #5 draft Resolution has been replaced by the final, signed, amended Resolution on the following pages.
(To the 1/12/2026 PC Packet)
15 cdd:420-46\jk\H:COMMON\Planning Commission\Agenda Packet\2026\2026-01-12\GP Consistency - 401 403 Hillcrest\07A 401 403 Hillcrest CRPD DAGR-2025-70004 Attach 5 PC Reso.pdf\pz (FILE ID: DAGR-2025-70004)

CITY OF THOUSAND OAKS

PLANNING COMMISSION
RESOLUTION NO. 01-2026 PC

A RESOLUTION OF THE PLANNING COMMISSION

OF THE CITY OF THOUSAND OAKS DETERMINING

GENERAL PLAN CONFORMITY FOR THE CITY

TRANSFER OF CITY-OWNED PROPERTY WITHIN
SPECIFIC PLAN 17 TO CONEJO RECREATION AND

PARK DISTRICT AND RECOMMENDING CITY

COUNCIL ADOPT AN ORDINANCE APPROVING
DEVELOPMENT AGREEMENT DAGR-2025-70004

Application No. DAGR-2025-70004
Applicant: City of Thousand Oaks
Location: APNs 525-0-060-125, 525-0-053-115, 525-0-053-175, 525-0-060-135, 525-0-053-195, 525-0-060-085,
525-0-060-095, 525-0-060-115
SECTION 1
The Planning Commission of the City of Thousand Oaks, California, DOES RESOLVE AS FOLLOWS:

WHEREAS, the City of Thousand Oaks (the “City”) is the owner in fee simple of that certain real property depicted in Exhibit “A”, attached hereto and incorporated herein, known as APN’s 525- 006-0125, 525 -005-3115, 525- 005- 3175, 525-006-0135, 525-005-3195, 525-006-0095, 525-006-0115, 525-006-0085, which is approximately 62 acres in size and is located at 401 & 403 West Hillcrest Drive within City of Thousand Oaks (“Property”); and
WHEREAS, pursuant to California Government Code section 65402, prior to the acquisition and disposition of property, the Planning Commission must determine whether the proposed acquisition and disposition is consistent with the General Plan; and
WHEREAS, On December 3, 2024, City Council awarded a professional services agreement to complete the preliminary design of the Downtown Thousand Oaks project, an activated, pedestrian- friendly area leveraging the existing Civic Arts Plaza and has consistently included the creation a “Downtown Thousand Oaks” as part of its list of priorities since 2017; and 16 cdd:420-46\jk\H:COMMON\Planning Commission\Agenda Packet\2026\2026-01-12\GP Consistency - 401 403 Hillcrest\07A 401 403 Hillcrest CRPD DAGR-2025-70004 Attach 5 PC Reso.pdf\pz (FILE ID: DAGR-2025-70004)

WHEREAS, one of the cornerstones of the Downtown’s funding strategy is the disposition of the former City Hall site at 401/403 Hillcrest Drive, which is currently tenanted by the Conejo Recreation and Parks District ( CRPD) and Hillcrest Center for the Arts (HCFA); and
WHEREAS, at the March 20, 2025 CRPD Board Meeting, City staff presented an update on the Downtown Project and the possible disposition of 401/403 Hillcrest. During deliberations, the CRPD Board expressed an interest in remaining at 401/403 Hillcrest as the permanent home for its headquarters and HCFA; and
WHEREAS, on May 20, 2025, the City Council authorized the City Manager to explore disposition terms with CRPD leadership for the 401/403 Hillcrest property; and
WHEREAS, during exploration of disposition terms , CRPD desired a guarantee that current zoning and General Plan Land Use designations would remain in their current state for a foreseeable length of time; and WHEREAS, following a finding of conformity with the City’s General Plan by the Planning Commission, the City Council will consider the transfer of the property to CRPD; and
WHEREAS, pursuant to Section 15378(b)(4) of the Guidelines for the California Environmental Quality Act (CEQA), et seq.), the regulations promulgated thereunder (14 California Code of Regulations, §§15000, et seq., CEQA Guidelines), staff has determined that the proposed disposition of the property to CRPD, including the proposed Development Agreement (“Project”), is exempt from CEQA pursuant to Section 15061(b)(3): Common Sense Exemption because the DAGR does not authorize any physical development or change in the existing use of the Property, and therefore has no potential to result in a physical environmental impact. In addition, the Project consists of the sale of surplus property to CRPD.

Such transfers (except in certain situations, none of which apply here) are categorically exempt from CEQA pursuant to Class 12 (Section 15312 – Surplus Government Property Sales). Finally, the Project is categorically exempt from the provisions of CEQA pursuant to Class 25 (Section 15325 - Transfers of Ownership in Land) because the Agreement is directly related to the City’s contemplated transfer of the Property to another public agency (CRPD) with no proposed change in use. None of the exceptions to categorical exemptions under CEQA Guidelines Section 15300.2 apply, as the action will not result in unusual circumstances, cumulative impacts, or any reasonably foreseeable environmental effect; and 17 cdd:420-46\jk\H:COMMON\Planning Commission\Agenda Packet\2026\2026-01-12\GP Consistency - 401 403 Hillcrest\07A 401 403 Hillcrest CRPD DAGR-2025-70004 Attach 5 PC Reso.pdf\pz (FILE ID: DAGR-2025-70004)

SECTION 2
WHEREAS, the findings of the Planning Commission supporting General Plan consistency of the project are as follows:

As the proposed sale preserves the existing land use designations of open space, commercial, and mixed- use, and recognizes that City Landmark No. 10 Hillcrest Center is on the property, the project is consistent with the goals and policies described within the Governance, Land Use, and Parks and Open Space Elements of the General Plan. These include the following:

Governance

Goal G-5: Foster partnerships with other regional and local agencies to ensure residents have access to high- quality parks, recreation, education, and leisure programs and services.

5.3 Collaborate with Neighboring Jurisdictions – Work closely with adjacent jurisdictions on topics of mutual importance, including transportation, sustainability and climate change, open space, and land use/development decisions.

5.4 Parks and Open Space Partnerships – Partner with agencies and organizations that preserve and expand parks and open space within and around Thousand Oaks, including COSCA, CRPD, and Santa Monica Mountains Conservancy, and others.

Land Use Element
Goal LU -1: Create a land use pattern of development that preserves existing neighborhoods while providing opportunities for targeted infill projects in strategic locations to enhance the quality of life, preserve the natural environment, and ensure the long-term fiscal viability of Thousand Oaks.

Policy 1.1 Overall City Structure – Establish a clearly defined urban pattern of development and open space by maintaining and expanding the open space network and natural areas around the City.

Goal LU-2: Preserve and enhance existing neighborhoods throughout the City.

Goal LU-12: Promote healthy living for all residents of Thousand Oaks.

Policy 12.12 Parks and Open Space Areas – Encourage the creation, maintenance, and enhancement of park and open space facilities that provide physical, mental, and social benefits for all ages.

18 cdd:420-46\jk\H:COMMON\Planning Commission\Agenda Packet\2026\2026-01-12\GP Consistency - 401 403 Hillcrest\07A 401 403 Hillcrest CRPD DAGR-2025-70004 Attach 5 PC Reso.pdf\pz (FILE ID: DAGR-2025-70004)

Parks and Open Space Element
Goal POS-1: Preserve open space lands for future generations of Thousand Oaks residents.

Goal POS-6: Create and maintain beautiful and accessible parks and recreational facilities that meet the needs of all residents of Thousand Oaks.

In addition, the Planning Commission finds that the development agreement and potential sale of land is consistent with the goals and policies as the proposed Development Agreement specifically requires that the City not initiate any changes to the General Plan Land Use designations of the properties within SP-17 without the consent of the property owners, the transfer of said property is consistent with the General Plan. If changes to the General Plan Land Use designations of any one of the properties or portion(s) thereof is requested with the consent of the property owners at some point within the 30-year agreement, or if any other project is proposed, consistency with the General Plan 2045 will be assessed at that time and considered by the Planning Commission and City Council as required by applicable federal, state, and local laws; and

SECTION 3
WHEREAS, local governments are authorized by the Government Code Section 65864 et seq., to enter into development agreements with any person having legal and equitable interest in real property for the development of that property; and
WHEREAS, CRPD and City have negotiated the terms of the Development Agreement (“Agreement”); and
WHEREAS, the Planning Commission has reviewed the terms of the Agreement, has conducted a public hearing on January 12, 2026, and believes that it will be in the best interest of the City, and the best interest of the public, considering the recommendation of the Planning Commission, and considering all public testimony; and
WHEREAS, the findings of the Planning Commission supporting approval of said 2025-70004-DAGR through City Council adoption of an ordinance prepared in accordance with the requirements of the TOMC, are as follows:

As determined and recommended by the Planning Commission pursuant to TOMC Sec. 9-11.09 the development agreement:

1. Is consistent with the objectives, policies, general land uses and programs specified in the General Plan and any applicable specific plan:
19 20
cdd:420-46\jk\H:COMMON\Planning Commission\Agenda Packet\2026\2026-01-12\GP Consistency - 401 403 Hillcrest\07A 401 403 Hillcrest CRPD DAGR-2025-70004 Attach 5 PC Reso.pdf\pz (FILE ID: DAGR-2025-70004)

21 THOUSAND OAKS

PLANNING COMMISSION

Supplemental
Information
Packet 1
January 9, 2026
Agenda Related Items
Meeting of January 12, 2026

Supplemental Information:

Any agenda-related public documents received and distributed to a majority of the Planning Commission after the Agenda Packet is printed are included in Supplemental Packets. Supplemental Packets are produced as needed, typically they are distributed on the Thursday or Friday preceding the Planning Commission meeting and/or on Monday before the meeting. Supplemental Packets on Thursday or Friday are available for public inspection in the Community Development Department, 2100 East Thousand Oaks Boulevard, during normal business hours (main location pursuant to the Brown Act, G.C. 54957.5(2). All Supplemental Packets are available for public review at the Planning Commission on the City’s website www.toaks.gov.

Americans with Disabilities Act (ADA)
Americans with Disabilities Act (ADA): In compliance with the ADA, if you need special assistance to participate in this meeting or other services in conjunction with this meeting, please contact the Planning Division, (805) 449-2500.

Notification at least 48 hours prior to the meeting or time when services are needed will assist the City in ensuring that reasonable arrangements can be made to provide accessibility to the meeting or service.

22 To: Planning Commission

From: Kelvin Parker, Community Development Director

Date: January 9, 2026

Subject: Regarding Item 07A – Development Agreement (DAGR) 2025- 70004 and General Plan Conformity Determination on the Proposed Disposition and Transfer of the City-Owned Property at 401/403 West Hillcrest Drive to the Conejo Recreation and Park District

The attached Development Agreement was inadvertently omitted from the originally posted Planning Commission packet, and the Ordinance has been modified to update APN formatting. The draft Development Agreement and Ordinance are being provided in this Supplemental Packet and are available for public review. cdd:420-46\jk\H:COMMON\Planning Commission\Agenda Packet \2026\2026-01-12\Supplemental 1\ Supplemental Memo 7A DAGR- 2025-70004.docx\[FILE ID DAGR-2025-70004]

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ORDINANCE NO.

AN ORDINANCE OF THE CITY COUNCIL OF THE

CITY OF THOUSAND OAKS APPROVING A

DEVELOPMENT AGREEMENT WITH THE CONEJO

RECREATION AND PARK DISTRICT, RELATING TO
CITY-OWNED PROPERTY LOCATED AT 401 & 403
WEST HILLCREST DRIVE (APNS 525 -0-060-125,
525‐0‐053‐115, 525‐ 0‐053‐175, 525-0- 060-135, 525‐
0‐053‐195, 525‐ 0‐060‐085, 525‐ 0‐060‐095, 525‐ 0‐
060‐115), THOUSAND OAKS, CALIFORNIA
(Development Agreement (DAGR) 2025-70004)

The City Council of the City of Thousand Oaks does hereby ordain as follows:

Part I

Based upon the information contained in the Staff Report , exhibits, and public testimony given at a public hearing on January 13, 2026, the City Council approved this Development Agreement with the following findings:

W
HEREAS, in accordance with the Development Agreement Statute, the City of Thousand Oaks (the “City”) has adopted regulations (the “Development Agreement Regulations”) to implement procedures for the processing and approval of development agreements in accordance with the Development Agreement Statute, which is contained in Section 9-11.01 et seq. of the Thousand Oaks Municipal Code (TOMC); and
WHEREAS, the Conejo Recreation and Park District (“CRPD”) wishes to purchase City-owned property located 401/403 W Hillcrest Drive; WHEREAS, CRPD desires to maintain the existing General Plan Land Use designations ("Commercial Town", "Mixed- Use", and "Parks, Golf Courses and Open Space"), and zoning designations (“Mixed-Use Overlay Zone” and “Specific Plan No. 17”) for 401/403 W Hillcrest Drive properties (APNs 525-0-060-125, 525‐ 0‐053‐115, 525‐0‐053‐175, 525-0-060-135, 525‐0‐053‐195, 525‐0‐060‐085, 525‐ 0‐060‐095, 525‐0‐060‐115) as currently adopted;
ATTACHMENT #1
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WHEREAS, this Development Agreement ( DAGR 2025-70004) will create a binding contract that the City will maintain the existing General Plan Land Use designations, for a period of 30 years unless CRPD applies for changes to the designations;
WHEREAS, the City Council on December 2, 2025, pursuant to Government Code Section 54221, declared that certain City -owned properties at 401/403 W Hillcrest Drive is exempt surplus land, under the transfer to public agency exemption;
WHEREAS, the Planning Commission held a duly noticed public hearing on January 12, 2026, on DAGR 2025-70004, during which the Planning Commission received a presentation by City staff and made a recommendation to the City Council affirming the DAGR’s consistency with the General Plan.

WHEREAS, the City Council of the City of Thousand Oaks held a duly noticed public hearing on the Project on January 13, 2026 during which the City Council received a presentation by City staff recommending approval of DAGR 2025-70004.

Part 2
NOW THEREFORE, the City Council of the City of T housand Oaks does hereby ordain as follows:

SECTION 1. This Ordinance incorporates, and by this reference makes a part hereof, the Development Agreement (including all exhibits to the Agreement), attached hereto as Exhibit A, subject to the provisions of Section 5 hereof.

SECTION 2. This Ordinance is adopted under the authority of Government Code Section 65864 et seq. and pursuant to the City’s “Development Agreement Regulations.”

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SECTION 3. In accordance with the Development Agreement Regulations, the City Council hereby finds and determines, as follows:
(a) The Agreement will not adversely affect the orderly development of property or the preservation of property values;

(b) The Development Agreement preserves the Thousand Oaks Specific Plan (SP-17), which is consistent with the goals and policies of the General Plan. The City Council finds that the Development Agreement is therefore also consistent with the City’s General Plan.

(c) The Development Agreement establishes certain development rights, obligations , and conditions for the implementation of the Project located at 401/403 W Hillcrest Drive (APNs 525-0- 060-125, 525‐0‐053‐115, 525‐ 0‐053‐175, 525-0- 060-135, 525‐ 0‐053‐195, 525‐0‐060‐085, 525‐0‐060‐095, 525‐0‐060‐115).

(d) The Development Agreement conforms to public convenience, general welfare, and best land use practice;

(e) The Development Agreement will not be detrimental to the public health, safety , and general welfare of persons residing in the immediate area, nor be detrimental or injurious to the general welfare of the residents of the City as a whole;

(f) The Development Agreement will support the orderly development of the Property and the preservation of property values;

SECTION 4. The foregoing findings and determinations are based on the following:
(a) The Recitals set forth in this Ordinance, which is deemed true and correct;

(b) All City Staff reports (and all other public reports and documents) prepared for the Planning Commission and City Council, relating to the Development Agreement and other actions relating to the Project;

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(c) All documentary and oral evidence received at public hearings or submitted to the City during the comment period relating to the Development Agreement; and

(d) All other matters of common knowledge to the Planning Commission and City Council, including, but not limited to the City’s fiscal and financial status; City policies and regulations; reports, projections and correspondence related to development within and surrounding the City, State laws and regulations and publications.

SECTION 5. The City Council hereby approves the Development Agreement, attached hereto as Exhibit A, subject further to such minor, conforming, and clarifying changes consistent with the terms thereof as may be approved by the City Manager, in consultation with the City Attorney to the execution thereof, including completion of references and status of planning approvals, and completion and conformity of all exhibits thereto, and conformity to the General Plan, as amended, as approved by the City Council.

SECTION 6. The City Manager is hereby authorized and directed to perform all acts authorized to be performed by the City Manager in the administration of the Development Agreement pursuant to the terms of the Development Agreement.

SECTION 7. This Ordinance shall be posted in accordance with the provisions of the TOMC and shall become effective thirty (30) days from ad after the date of its passage.

SECTION 8. The City Clerk shall certify the adoption of this ordinance and shall cause the same to be published as required by law.

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Part 3
(Uncodified)
Severability

SECTION 9. If any section, subsection, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional, such invalidity or unconstitutionality shall not affect the validity or constitutionality of the remaining portions of this title; it is hereby expressly declared that this title, and each section, subsection, sentence, clause, and phrase hereof, would have been prepared, proposed, adopted, approved and ratified irrespective of the fact that anyone or more sections, subsections, sentences, clauses or phrases be declared invalid or unconstitutional.

Part 4
(Uncodified)
Effective Date

SECTION 10. This ordinance shall become effective on and after the thirty- first (31st) day following its adoption, as certified by the City Clerk.

PASSED AND ADOPTED this XXth day of XXXXX, 202X, by the following vote:

Ayes:

Noes:

Absent:

Mikey Taylor, Mayor
City of Thousand Oaks City Council

ATTEST/CERTIFY:

Laura B. Maguire, City Clerk
D
ate Attested: ___________________

APPROVED AS TO FORM:

Office of the City Attorney

Tracy M. Noonan,
City Attorney
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APPROVED AS TO ADMINISTRATION:

Andrew P. Powers, City Manager

Introduced: XXXX XX, 202X
Published: XXXX XX, 202XX
Ordinance No.: XXXX-NS

The presence of electronic signature certifies that the foregoing is a true and correct copy as approved by the City of Thousand Oaks City Council on the date cited above.

29 RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Thousand Oaks
2100 E. Thousand Oaks Boulevard
Thousand Oaks, CA 91362
Attn: City Clerk
WITH A COPY TO:
__________________________
__________________________
__________________________
Attn: _____________________

(Space Above this Line is for Recorder’s Use Only)
This Development Agreement is recorded at
the request and for the benefit of the City of
Thousand Oaks and is exempt from the
payment of a recording fee pursuant to
Government Code § 6103.

DEVELOPMENT AGREEMENT
by and between

CITY OF THOUSAND OAKS
and

CONEJO RECREATION AND PARK DISTRICT
THIS DEVELOPMENT AGREEMENT is entered into this ___ day of ______________, 2026, by and among the CITY OF THOUSAND OAKS, a California municipal corporation (“City”), on the one hand, and CONEJO RECREATION AND PARK DISTRICT (“Owner”), a California Special District, on the other hand. City and Owner are at times collectively referred to as the “Parties” herein.

R E C I T A L S
This Agreement is predicated upon the following facts, understandings, and intentions of the Parties.
30 A. The State of California adopted the Development Agreement Act to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic risk of development. Sections 65865 through 65869.5 of the California Government Code Section (the Development Agreement Act), authorizes City and persons who have legal or equitable interests in real property to enter into a binding development agreement establishing certain development rights in the real property that is the subject of this Agreement. City has also codified the process of development agreements in Chapter 11 of Title 9 of the Thousand Oaks Municipal Code (“TOMC”).

B. Throughout this Agreement, including the Recitals contained herein, certain capitalized terms are used which are defined in Section 1 of this Agreement. City and Owner intend to refer to those definitions when the capitalized terms are used.

C. Pursuant to Government Code Section 65865, City adopted Title 9, Chapter 11 of the TOMC – Development Agreements (“Development Agreement Ordinance”), further authorizing this Agreement and establishing the City Council’s intent that development agreements be entered into in those situations where the agreement is fair, just and reasonable at the time of its execution; and where it is prompted by the necessities of the situation, or is, by its nature, advantageous to City.

D. Throughout this Agreement the terms “Owner” or “Developer” may be used synonymously, and both refer to CONEJO RECREATION AND PARK DISTRICT .

E. Owner and the City have agreed that the parties should enter into a development agreement pursuant to City’s Development Agreement Ordinance and proceedings have been taken in accordance with the rules and regulations of City and State law.

F. Owner voluntarily enters into this Agreement to implement the General Plan and in consideration for the rights conferred and the procedures specified herein for the property of 401-403 W Hillcrest Drive, Thousand Oaks, California A.P.N. Numbers attached hereto as Exhibit A (“Property”). City, in the exercise of its legislative discretion, voluntarily enters into this Agreement to implement the General Plan Amendment and in consideration of the agreements and undertakings of Owner as specified herein.

G. On __________, the Planning Commission of City considered the Agreement, the material terms of this Agreement at a duly noticed public hearing, and made appropriate findings that the provisions of this Agreement are consistent with the General Plan and rec ommended approval of the Agreement to City Council.

H. The City Council, after conducting a duly noticed public hearing on _____________, 2026, approved the form and material elements of this Agreement, authorized the execution of this Agreement, and found that the provisions of this Agreement are consistent with the General Plan, State law, and the Development Agreement Ordinance. The City Council conducted the first reading of the new ordinance on ___________, followed by the City Council’s second reading of the new ordinance on _________.
31 I. It is the intent of the Parties that all acts referred to in this Agreement shall be accomplished in such a way as to fully comply with the California Environmental Quality Act (“CEQA”), state law governing adoption of development agreements, the Thousand Oaks Municipal Code, City’s Development Agreement Ordinance, and applicable development entitlements.

J. This Agreement is made and entered into in consideration of the mutual covenants and in reliance upon the various representations and warranties contained herein. The Parties acknowledge that, in reliance on the agreements, representations, and warranties contained herein, Owner will take certain actions, including making substantial investments and expenditures of monies, relative to the Property and the development thereof.

K. This Agreement will provide certainty necessary for the Owner to make significant investments in public infrastructure, public gathering areas, and other improvements, establish the orderly and measured build-out of the Property consistent with the vision of City’s Specific Plan No. 17. All such public improvements or projects are beneficial to the health, safety, and general welfare of the City in general.

L. The terms of this Agreement support a vital and important interest of City by ensuring the development is consistent with the General Plan and Specific Plan No. 17.

M. For the foregoing reasons, Owner, and the City (each individually, a “Party” and, collectively, the “Parties”) desire to enter into a development agreement for the Property pursuant to the Development Agreement Act and other applicable laws upon the terms and conditions set forth herein and, in the exhibits, attached hereto.

A G R E E M E N T
NOW, THEREFORE, in consideration of the above -stated recitals and of the mutual covenants contained in this Agreement as well as in consideration of the mutual promises and covenants herein contained and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Definitions

1.1 “Agreement” means this Development Agreement, identified as City of Thousand Oaks Development Agreement No. DAGR-2025-70004.

1.2 “Agreement Date” means the date this Agreement is executed by both City and Owner.

1.3 “Agreement Effective Date” is the date the Property has been transferred from City to Owner pursuant to the terms of a separate purchase and sale agreement.

1.4 “Applicable Rules and Laws” means the City’s rules, regulations, ordinances, and official policies in force and effect as of the Agreement Effective Date governing permitted uses of the land, the density or intensity of use, the maximum height and size of proposed buildings, parking requirements, setbacks, development standards, the provisions for reservation 32 or dedication of land for public purposes, as well as those rules and laws governing design, improvement, and construction standards, specifications, policies and guidelines applicable to development of the Property, including the General Plan, as amended by the General Plan Amendment, and Specific Plan No. 17, and unless otherwise provided by this Agreement.

1.5 “CEQA” means the California Environmental Quality Act and any state and local rules, regulations or guidelines adopted pursuant thereto.

1.6 “City” means the City of Thousand Oaks, California.

1.7 “Development Agreement Ordinance” means Title 9, Chapter 11 of the Thousand Oaks Municipal Code wherein City has set forth the procedures and requirements for consideration and administration of development agreements.

1.8 “Development Fees” means any monetary fee or exaction other than a tax or special assessment that would be charged by a local government agency pursuant to Government Code Section 66000, et seq. , to a project applicant in connection with new development for the purpose of defraying all or a portion of the cost of public facilities related to the new development, including without limitation, fees for utility construction, use, linkage or connection fees; public transit; traffic improvement and operations and any other traffic -related fees; affordable housing; sustainability or green initiatives; capital facilities; police and fire; parks; libraries; and other exactions, assessments, fair share charges or other similar impact fees or charges imposed on and in connection with new development.

1.9 “Future Development Entitlements” means all necessary City discretionary approvals (including conditions of approval) for the development of the Property that are not addressed in this Agreement and that must be consistent with the current General Plan and Zone Change Ordinance for the Property, the Applicable Laws, and this Agreement.

1.10 “General Plan” means the General Plan of the City.

1.11 “Ministerial Approvals” means the non- discretionary City permits and approvals necessary for the development of the Property as required by the Applicable Laws or State law, including but not limited to approval of building plans, final map, building permi ts, occupancy permits, and other similar types of permits necessary to implement the Agreement.

Notwithstanding the foregoing, Ministerial Approvals may be processed and approved in accordance with amended versions of the Applicable Laws upon Owner’s request and in Owner’s sole discretion.

1.12 “Owner” or “Developer” means CRPD, and each and all of their respective transferees, partners, successors, and assigns, whether voluntary or involuntary.

1.13 “Processing Fees” means fees and charges (i) adopted by the City for the purpose of defraying the City’s reasonable costs incurred or to be incurred in the processing and administration of any form of permit, license, or land use entitlements, or (ii) imposed by the City to defray the costs of periodically updating its plans, policies, and procedures, including but not limited to, the fees and charges referred to in Government Code Section 66014. 33 1.14 “Property” is that certain real property located within the City of Thousand Oaks at 401 and 403 W Hillcrest Drive, Thousand Oaks, California 91320, A.P.N’s set forth and as more particularly described in Exhibit A attached hereto. The Property may also be referred to from time to time herein as the “Property.”

1.15 “Reserved Powers” means the rights and authority expected from this Agreement’s restriction on the City’s police powers and which are instead reserved to the City.

The Reserved Powers include (a) the powers to enact regulations or take future discretionar y actions after the approval of the project approvals that may be in conflict with the Applicable Rules and project approvals, but (i) are necessary to protect the public health and safety, and are generally applicable on a citywide basis (except in the ev ent of natural disasters as found by City Council such as floods, earthquakes, pandemics and similar acts of God), (ii) are necessary to comply with State or federal laws and regulations (whether enacted previous or subsequent to the final administrative approval of the project approvals), or (iii) constitute Processing Fees and charges imposed or required by the City to cover its actual costs in processing applications, permit requests and approvals of the project or in monitoring compliance with permits issued or approvals granted for the performance of any conditions imposed on the project, unless otherwise waived in writing by the City, and (b) the power to enact and amend the Building Codes.

1.16 “Term” means the period of time for which this Agreement shall be effective in accordance with Section 3 below.

2. Exhibits. The following documents are referred to in this Agreement, attached hereto and made a part hereof by this reference.

Exhibits Designation Description
A Legal Description of Property and
APN

3. Agreement Effective Date and Term. This Agreement shall become effective (“Agreement Effective Date”) as set forth in Subsection 1.3 above. Unless extended by mutual written agreement of the Parties, this Agreement shall expire and be of no further force or effect twenty (20) years from the Agreement Effective Date (“Term”). The term may be terminated, modified, or extended by mutual consent in writing of the Parties.

4. State Enabling Statute . To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted the Development Agreement Act which authorizes any city to enter into binding development agreements establishing certain development rights in real property with persons having legal or equitable interest in such property.

Notwithstanding the foregoing, to ensure that the City remains responsive and accountable to its residents while pursuing the benefits of development agreements contemplated by the Legislature, the City accepts restraints on its police powers contained in development agreements 34 only to the extent and for the duration required to achieve the mutual objectives of the Parties as permitted hereunder.

5. Purpose of this Agreement.

5.1 General Acknowledgement. This Agreement is entered into for the purpose of permitting the development of the Property in a manner that will assure certain anticipated benefits to both City and Owner as set forth in this Agreement.

5.2 Developer Objectives. In accordance with the legislative findings set forth in the Development Agreement Act, and with full recognition of the City ’s policy of judicious restraints on its police powers, Developer wishes to obtain reasonable assurance that the Property may be developed in accordance with the Applicable Rules, the project approvals, and other Discretionary Actions and with the terms of this Agreement, but subject to the City ’s Reserved Powers. In the absence of this Agreement, Developer would have no assurance that it can develop the Property with the zoning, and proposed density for the development (including, without limitation, the location and number of improvements, proposed height and building limits (e.g., requested density, maximum floor area, etc.) and the provisions of open space, vehicular access, and parking set forth in Specific Plan 17.

5.3 Mutual Objectives. Development of the Property in accordance with this Agreement will provide for the orderly development of the Property in accordance with the policies and objectives set forth in the General Plan.

5.4 Applicability of the Agreement. This Agreement does not (a) grant height, density or intensity in excess of that otherwise established in the Applicable Rules ; (b) eliminate future Discretionary Actions relating to the project if applications requiring such Discretionary Action are initiated and submitted by the Owner of the Property after the Effective Date of this Agreement; (c) guarantee that Developer will receive any profits from the project; (d) prohibit the project’s participation in any benefit assessment district that is generally applicable to surrounding properties; (e) amend the General Plan; or, (f) amend the City’s Planning and Zoning Code (Title 9). This Agreement has a fixed Term. Furthermore, in any subsequent Discretionary Actions applicable to the Property, the City may apply such new rules, regulations and official policies as are contained in its Reserved Powers.

6. Public Benefits . This Agreement provides assurances that the public benefits identified in Section 6.1, below, will be achieved in accordance with the Applicable Rules and project approvals and with the terms of this Agreement and subject to the City’s Reserved Powers.

6.1 Benefits to City and Obligations of Owner. The benefits to City (including, without limitation, the residents of City) and obligations of Owner under this Agreement include, but are not limited to: preservation of housing units for future development and preservation of open space.

6.2 Benefits to Owner and Obligations of City. Owner will expend time and money in constructing public improvements and facilities in connection with the project, and thus 35 the vested rights provided by this Agreement will be of considerable benefit to Owner. The benefits to Owner and obligations of City also include the following:

6.2.1 City’s agreement to not change the existing zoning and General Plan designations of the Property without Owner’s consent during the term of this Agreement;

7. Project Development - [INTENTIONALLY LEFT BLANK]

8. Rules, Regulations, and Fees.

8.1 Main Rules, Regulations, Ordinances and Policies. For the Term of this Agreement, the rules, regulations, ordinances and official policies governing the permitted uses of land, the density and intensity of use, phasing, design, improvement and construction standards and specifications applicable to the development of the Property, including the maximum height and size of proposed buildings, shall be the Applicable Laws, the Future Development Entitlements (if and when approved), Ministerial Approvals (if and when approved), and any amendments to the foregoing approved by the City. Except as otherwise provided in this Agreement, to the extent any future changes in the General Plan, zoning codes or any future rules, ordinances, regulations, or policies adopted by the City purport to be applicable to the Property but are inconsistent with the terms and conditions of this Agreement, the terms of this Agreement shall prevail, unless the Parties mutually agree to amend or modify this Agreement.

8.2 Changes in State and Federal Rules and Regulations. Nothing in this Agreement shall preclude the application to the development of the Property of changes in City’s laws, regulations, plans, or policies, the terms of which are specifically mandated and required by changes in state and federal laws or regulations as provided in Government Code Section 65869.5.

This includes, but is not limited to, the California Building Code, California Fire Code, California Mechanical Code, California Plumbing Code, California Residential Code, California Green Building Standards Code, and California Energy Code all of which have also been adopted in the TOMC. In the event State or federal laws or regulations enacted after the Agreement Date prevent or preclude compliance with one or more provisions of this Agreement or require changes in plans maps or permits approved by the City, this Agreement, or portions thereof, may be modified, extended, or suspended as may be necessary to comply with such s tate or federal laws or regulations or the regulations of such other governmental jurisdiction.

8.3 No City Liability for Federal or State Actions Affecting Property . To the extent that any actions of federal or state agencies (or actions of regional and local agencies, including City, insofar as they are required by said federal or state agencies) have the effect of preventing, delaying, or modifying development of the Property, City shall not in any manner be liable for any such prevention, delay, or modification of said development or for costs incurred by Developer in complying with such actions. To the extent possible, in the event of any ambiguity, any such regulations shall be applied and construed so as to provide the Owner with the rights and assurances provided under this Agreement.

8.4 Development Impact Fees. All City Processing Fees and Development Fees Owner shall pay for the project shall be at the rates in effect when paid. Fees payable directly to, or collected by City for payment on behalf of, other public agencies, including but not limited to 36 the State of California, County of Ventura, Ventura County Watershed Protection District, Calleguas Municipal Water District, Cal- Am, Conejo Recreation and Park District, and Conejo Valley Unified School District, are not subject to the limitation set forth herein. Any fees, charges, taxes, assessments, or levies (including, but not limited to, those for water and wastewater usage, and landscape and lighting assessments) other than Processing Fees and Development Fees that are revised or adopted on a Citywide or regional or communitywide basis during the term of this Agreement shall apply to the Property. Owner shall be entitled to fee credits where Owner demonstrates credits should be applied.

8.5 Health and Safety Exception. Nothing herein shall be construed to limit the authority of City to adopt and apply codes, ordinances and regulations which have the legal effect of protecting persons or property from conditions which create a serious and imminent health, safety, or physical risk. To the extent possible, any such codes, ordinances, and regulations shall be applied and construed so as to provide the Owner with the rights and assurances provided under this Agreement.

8.6 Uniform Codes Applicable. All project construction, grading, and building plans for the project shall comply with the uniform codes, construction standards and specifications in effect at the time the construction and improvements plans are approved, including those standards and specifications set forth in the California Building Code, California Fire Code, California Mechanical Code, California Plumbing Code, California Residential Code, California Green Building Standards Code, and California Energy Code all of which have also been adopted in the TOMC.

8.7 Future Development Entitlements. City agrees to cooperate with Owner to facilitate the processing of and to expeditiously process all Future Development Entitlements and City shall exercise its discretion in a manner consistent with and in recognition of this Agreement, the Applicable Laws, and other approved documents associated with this Agreement. City and Owner shall meet to identify all necessary Future Development Entitlements and to develop a schedule processing them.

8.8 Governing Rules, Regulations, Ordinances, Conditions, and Policies.

Notwithstanding anything to the contrary set forth in this Agreement, for the term of this Agreement, the rules, regulations, ordinances and official policies governing the permitted uses of the Property, the density and intensity of use, design, improvement and construction standards and specifications applicable to the development of the Property, including the maximum height and size of proposed buildings, shall be those rules, regulations and official policies in force on the effective date this Agreement. To the extent any future changes in the General Plan, zoning codes or any future rules, ordinances, regulations or policies adopted by the City purport to be applicable to the Property but are inconsistent with the terms and conditions of this Agreement, the terms of this Agreement shall prevail, unless the Parties mutually agree to amend or modify this Agreement.

To the extent that any future changes in the General Plan, zoning codes or any future rules, ordinances, regulations, or policies adopted by the City are applicable to the Property and are not inconsistent with the terms and conditions of this Agreement or are otherwise made applicable by other provisions of this Agreement, such future changes in the General Plan, zoning codes or such future rules, ordinances, regulations or policies shall be applicable to the Property. 37 8.9 Applicable City Construction Standards. All construction and improvement plans for the Property shall comply with the applicable governmental rules, regulations, and design guidelines in effect at the time the project plans are approved. If no permit is required for the public improvements, the date of permit approval shall be the date the improvement plans are approved by the City or the date construction for the public improvements is commenced, whichever occurs first.

9. Relationship of Parties . The contractual relationship between City and Owner is independent and under no circumstances shall Owner be considered an agent or partner of City.

10. Amendments to Agreement. This Agreement may be amended in whole or in part only in writing and only by the mutual consent of the Parties.

11. Cancellation and Termination . This Agreement may be canceled, in whole or in part, by mutual consent of the Parties in the manner provided for in Government Code Section 65868 and TOMC Section 9-11.14. Any termination under Government Code Section 65865.1 or TOMC Section 9-11.14(b) shall be effective only if Owner is provided no less than thirty (30) days in which to cure any alleged noncompliance, provided that City shall not terminate this Agreement pursuant to Section 65865.1 or Section 9-11.14(b) if City reasonably determines that the nature of the noncompliance requires more than thirty (30) days to cure and that Owner is capable of effecting such cure, and within such thirty (30) days Owner commences such cure and thereafter diligently and with continuity prosecutes such cure to completion. Any termination of this Agreement pursuant to Government Code Section 65865.1 or TOMC Section 9- 11.14(b) shall be preceded by an opportunity for Owner to be heard before the City Council. This provision shall not limit City’s or Owner’s remedies as provided in this Agreement.

12. Enforcement. Unless canceled or terminated as provided herein, this Agreement is enforceable by City, Owner, or any successor in interest, notwithstanding any change in any applicable General or specific plan, zoning, or subdivision regulation adopted by City or otherwise imposed which alters or amends the rules, regulations or policies specified in this Agreement.

13. Periodic Review of Compliance with Agreement.

13.1 Periodic Review. City may review compliance with this Agreement every twelve (12) months from the date this Agreement is executed unless a shorter time is specified by the City Council. City shall notify Owner in writing of the date for review at least thirty (30) days prior thereto, and Owner shall provide such information as City may require so City may properly perform the review. The City shall conduct any such annual review to determine whether Developer is acting in good-faith compliance with the provisions of this Agreement in accordance with Section 65865.1 of the California Government Code. Developer shall reimburse the City for the cost of each annual review conducted during the term of this Agreement. Such cost reimbursement shall include all direct and indirect expenses actually incurred in such annual reviews, provided that such cost shall be generally consistent with the cost charged for annual reviews for other development agreements to which the City is a party. 38 13.2 Good Faith Compliance. During each periodic review, Owner shall be required, in accordance with TOMC Section 9-11.13, to demonstrate by substantial evidence good faith compliance with the terms and conditions of this Agreement.

14. Events of Default.

14.1 Defaults by Owner. If City determines that Owner is in default under the terms and conditions of this Agreement, City shall, by written notice to Owner, specify the manner in which Owner is in default and state the steps Owner must take to comply. If, within thirty (30) days after the effective date of notice from City specifying the manner in which Owner has failed to so comply, Owner does not commence all steps reasonably necessary to comply as required in said notice and/or thereafter diligently and with continuity pursue such steps to cure the default, then Owner shall be deemed to be in default under the terms of this Agreement and City may seek to terminate this Agreement providing Owner an opportunity to be heard before the City Council in accordance with Government Code Section 65865.1 and TOMC Section 9- 11.14(b), or seek other remedies as set forth in this Agreement.

14.2 Defaults by City. If Owner determines that City is in default under the terms and conditions of this Agreement, Owner shall, by written notice to City, specify the manner in which City is in default and state the steps City must take to comply. If, within thirty (30) da ys after the effective date of notice from Owner specifying the manner necessary to comply as required and/or thereafter diligently and with continuity pursue such steps to completion, then City shall be deemed to be in default under the terms of this Agreement and Owner may terminate this Agreement or seek other remedies as set forth in this Agreement.

14.3 Failure to Cure Default Procedures. If after the cure period has elapsed, the City finds and determines that Owner remains in default, the City shall make a report to the City Council and then set a public hearing in accordance with the notice and hearing requirements of Government Code Section 65867 and 65868. If, after public hearing, the City Council finds and determines, on the basis of substantial evidence that the Owner has not cured the applicable default pursuant to this Section, City Council may terminate the Agreement and seek all remedies as set forth in this Agreement.

14.4 No Monetary Damages. It is acknowledged by the Parties that neither the City nor Owner would have entered into this Agreement if it were liable in monetary damages under or with respect to this Agreement or the application thereof. The Parties agree and recognize that, as a practical matter, it may not be possible to determine an amount of monetary damages that would adequately compensate Owner for its investment of time and financial resources in planning to arrive at the kind, location, intensity of use, and improvements for the project, nor to calculate the consideration the City would require to enter into this Agreement to justify the exposure. Therefore, the Parties agree that each of the Parties may pursue any remedy at law or equity available for any breach of any provision of this Agreement, except that neither Party nor any Transferee shall be liable in monetary damages and the Parties covenant not to sue for or claim any monetary damages for the breach of any provision of this Agreement. In no event shall either 39 Party be entitled to special, consequential, or punitive damages or damages measured by lost profits.

14.5 Remedies. The exclusive remedy for Owner for a default by City shall be injunction or specific performance under the terms of this Agreement. To the extent permitted by applicable law, Owner shall not assert, and hereby waives, any claim against City, its Officials, Officers, Employees, and Agents, on any theory of liability, for special, indirect, consequential, or punitive damages arising out of, in connection with, or as a result of, this Agreement and any actions by City to approve this Agreement. Owner further waives any right to monetary damages such as compensatory damages, loss of economic benefit, or lost profits.

14.6 Commencement of Legal Action . In addition to any other rights or remedies, either Party may initiate legal action to cure, correct, or remedy any default, to enforce any covenants or agreements herein, to enjoin any threatened or attempted violation hereof, to recover damages or any default in accordance with limitations set forth in Section 14.4 herein, or to obtain any other remedies consistent with the purpose of this Agreement. Venue for such action shall be in Ventura County.

15. Waivers and Delay.

15.1 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, and failure by a Party to exercise its rights upon a default by the other Party hereto, shall not constitute a waiver of such Party’ s right to demand strict compliance by such other Party in the future.

15.2 Third Parties. Non-performance shall not be excused because of a failure of a third person, except as provided in Subsection 15.4.

15.3 Covenant Not to Sue. Notwithstanding anything to the contrary in this Agreement, Developer hereby agrees that neither Developer nor any of its agents, employees, representatives, members, managers, officers, assigns, heirs and successors in interest shall commence, prosecute, assist, promote or encourage, financially or otherwise, either individually or in any collective way, either directly or indirectly, either on its own behalf or on behalf of any other person or entity, any arbitration, litigation or any other judicial proceeding of any kind, nature or description against or involving the City challenging that any applicable conditions, mitigation measures, obligations, requirements or restrictions contained in the Agreement violate any California statutory requirements, constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, constitute or result in a taking of property without payment of just compensation, or impose an unlawful fee, or exaction or tax. Nothing in this Section shall prevent Developer from exercising its rights under Section 14, above, with respect to a default by the City.

15.4 Force Majeure. The Parties shall not be deemed to be in default of any provision of this Agreement where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, epidemics, pandemic, states of emergency, stay-at-home orders, strikes and other labor difficulties, or similar events and occurrences beyond the Parties’ control. If any such events shall 40 occur, the terms of this Agreement and the time for performance by a Party of any of its obligations hereunder shall be extended by the period of time that such events prevented performance of the obligation. To assist the Parties in determining the period of time for excusable delay, the Parties may refer to federal, State, and local orders, including health orders, adopted by any of the various agencies that directly impact this Property

15.5 Nexus/Reasonable Relationship Challenges. Notwithstanding Subsection

15.1, Owner consents to, and waives any rights it may have now or in the future to bring a nexus/reasonable relationship challenge relating to the legal validity of (1) the express conditions, requirements, policies, rules, regulations or programs required by City’ s Applicable Laws, including City’s General Plan, TOMC, Subdivision Map Act regulations, Specific Plan No. 17, as they exist on the Agreement Date ; or (2) this Agreement, including without limitation, any claim that the Agreement constitutes an abuse of the police power, violates substantive due process, denies equal protection of the laws, constitutes or results in a taking of property without payment of just compensation, or imposes an unlawful fee, exaction, or tax.

15.6 Cooperation by Owner. Owner will, in a timely manner, provide City with all documents, applications, plans, and other information necessary for City to carry out its obligations hereunder, and cause Owner’s planners, engineers, and all other consultants to submit in a timely manner all required materials and documents, therefore. Owner shall also apply in a timely manner for such other permits and approvals from other governmental or quasi - governmental agencies having jurisdiction over the Property.

16. Notices. All notices required or provided for under this Agreement shall be in writing and delivered in person (including by courier or next business day delivery service) or sent by certified mail, postage prepaid, or email. Notices required to be given to City shall be addressed as follows:

City of Thousand Oaks
2100 E. Thousand Oaks Boulevard
Thousand Oaks, CA 91362
Attention: Community Development Director
Email: [email protected]
Notices required to be given to Owner shall be addressed as follows:

With a copy to:
_______________________________
_______________________________
_______________________________
41 Attention: ______________________

Owner shall give written notice to City, at least thirty (30) days prior to the close of escrow, of any sale or transfer of any portion of the Property and any assignment of this Agreement, specifying the name or names of the transferee, the transferee ’s mailing address, the acreage and location of the land sold or transferred, and the name and address of a single person or entity to whom any notice relating to this Agreement shall be given, and any other information reasonably necessary for City to consider approval of an assignment pursuant to Section 18 or any other action City is required to take under this Agreement.

Any notice given as required, herein, shall be deemed given on the third business day after deposit in the United States mail, if sent by certified mail, upon delivery if personally delivered , or upon transmission is sent by email. A Party may change its address for notices by giving notice in writing to the other Party as required, herein, and thereafter notices shall be addressed and transmitted to the new address.

17. Cooperation in the Event of Legal Challenge.

17.1 Challenges to Agreement . In the event of any legal action instituted by a third party, including but not limited to any other governmental entity or official, challenging the validity of any provision of this Agreement, City and Owner hereby agree to use reasonable efforts to cooperate in defending such action. In the event of any litigation challenging this Agreement, or any portion hereof, this Agreement shall remain in full force and effect while such litigation, including any appellate review, is pending.

17.2 Challenges to Entitlements . In the event of any administrative, legal, or equitable action or other proceeding instituted by any person or entity not a party to the Agreement challenging any entitlement issued in reliance upon City approvals or challenging the sufficiency of any environmental review (each an “Entitlement Challenge”), each Party must cooperate in the defense of such Entitlement Challenge, in accordance with this Section. Owner agrees to pay City’s reasonable costs of defending an Entitlement Challenge, including all court costs and reasonable attorney’s fees incurred by City in defense of any Entitlement Challenge, as well as the time of the City ’s staff spent in connection with such defense, and any costs and attorneys ’ fees awarded against the City to a successful third party. Owner may select its own legal counsel to represent Owner’s interests in any Entitlement Challenge at Owner’s sole cost and expense. City agrees that it will not enter into a settlement agreement to any Entitlement Challenge without Owner’s written consent so long as Owner complies with its responsibilities set forth in Sections

17.2 – 17.5. Owner ’s obligation to pay City’ s costs in the defense of an Entitlement Challenge does not extend to those costs incurred on appeal filed by City as against a successful third party unless otherwise authorized by Owner in writing.

17.3 City’s Right to Independent Legal Evaluation. Nothing in this Section shall be construed as preventing City from independently evaluating its rights, obligations and causes of action in the event of litigation.
42 17.4 Cooperation. The City shall cooperate with Developer in the defense of the Proceeding; provided, however, that such obligation of the City to cooperate in its defense shall not require the City to (a) assert a position in its defense of the Proceeding which it has determined, in its sole discretion, has no substantial merit, (b) advocate in its defense of the Proceeding legal theories which it has determined, in its sole discretion, lack substantial merit, or (c) advocate in its defense of the Proceeding legal theories which it has determined, in its sole discretion, are contrary to its best interests, or to public policy. Nothing contained in this Section 17.4 shall require Developer to refrain from asserting in its defense of the Proceeding positions or legal theories that do not satisfy the foregoing requirements.

17.5 Defending The Proceeding. Developer shall have the right, but not the obligation, to timely retain legal counsel to defend against any Proceeding, including without limitation a lawsuit to challenge a project Approval or this Agreement based on an alleged violation of CEQA. The City shall have the right, if it so chooses, to defend any Proceeding utilizing in-house legal staff, or to retain outside legal counsel. Whether the City utilizes in-house legal staff, or outside legal counsel, Developer shall be liable for all legal costs, fees and expenses reasonably incurred by the City in defending a Proceeding. Provided that Developer is not in breach of the terms of this Agreement beyond all applicable cure periods , the City shall not enter into any settlement of a Proceeding that involves the modification of any project Approval or otherwise results in Developer incurring liabilities or other obligations, without the prior written consent of Developer.

18. Transfers and Assigns.

18.1 Transfers in General . Subject to any covenant recorded on the Property, Owner shall have the right to sell, assign or transfer (collectively “ transfer”) this Agreement, and any and all of its rights, duties and obligations hereunder, to any person or entity at any time during the term of this Agreement, provided, however, in no event shall the rights, duties and obligations conferred upon Owner pursuant to this Agreement be at any time so transferred to or assigned except through a transfer of Owner’s interest in the Property or a portion thereof.

18.2 City Review of Proposed Transfer. Prior to any such proposed transfer, Owner shall provide a Notice of Transfer to City, including the name, net worth, and development experience of the transferee. Any such transfer to an entity whose development experience confirms the transferee’ s ability to develop a project comparable in size and complexity to the project shall be approved by the Community Development Director. . Owner shall have the right to appeal the determination of the Community Development Dir ector to the City Council within ten days following receipt of the Director’s written determination.

18.3 Transfer to Lender. Nothing contained in this Section 18 shall prevent a transfer of the Property, or any portion thereof, to an institutional lender as a result of a foreclosure or deed in lieu of foreclosure and any lender acquiring the Property, or any portion thereof, as a result of foreclosure or a deed in lieu of foreclosure shall take such Property subject to the rights and obligations of Owner under this Agreement; provided, however, that, in no event shall such 43 lender be liable for any defaults or monetary obligations of Owner arising prior to acquisition of title to the Property by such lender and, provided further that, in no event shall any such lender or its successors or assigns be entitled to a building per mit or occupancy clearance for which the applicable permits have not been issued and/or fees have not been paid to City.

18.4 Conditions of Transfer. The sale, transfer or assignment of Owner’s rights and interests under this Agreement may be permitted only if (a) Owner is not then in default under this Agreement; (b) Owner has provided to City notice of such transfer; and (c) the transferee executes and delivers to City a written agreement in which (1) the name and address of the transferee is set forth; and (2) the transferee expressly and unconditionally assumes all the obligations of Owner under this Agreement with respect to the Property and project or with respect to the portion of the Property and project that is being transferred.

18.5 Exceptions to Obtaining City Consent. Notwithstanding Subsection 18.4, mortgages, deeds of trust, sales and leasebacks or any other form of conveyance required for any reasonable method of financing are permitted without consent, but only for the purpose of securing loans of funds to be used for financing or refinancing the development and construction of improvements related to the Property and other necessary and related expenses. The holder of any mortgage, deed of trust or other security arrangement with respect to the Property, or any portion thereof, shall not be obligated under this Agreement to construct or complete improvements or to guarantee such construction or completion, but shall otherwise be bound by all of the terms and conditions of this Agreement. Nothing in this Agreement shall be deemed to construe, permit, or authorize any such holder to devote the Property, or any portion thereof, to any uses, or to construct any improvements thereon, other than those uses, and improvements provided for or authorized by this Agreement, subject to all of the terms and conditions of this Agreement.

18.6 Reorganization of Owner’s Business Structure Exception. Nothing in this Section shall be deemed to constitute or require City consent to an assignment that consists solely of a reorganization of the Developer’s business structure, such as (i) any sale pledge, assignment or other transfer of all or a portion of the Property to an entity directly controlled by Developer or its affiliates and (ii) any change in Developer entity form, such as a transfer from a corporation to a limited liability company or partnership, that does not affect or change beneficial ownership of the Property; provided, however, in such event, Developer shall provide to City written notice, together with such backup materials or information reasonably requested by City, within thirty (30) days following the date of such reorganization or City’ s request for back up information, as applicable.

19. No Third- Party Beneficiaries . This Agreement is for the exclusive benefit of Owner and City and not for the benefit of any other party. There shall be no incidental or other beneficiaries of any of Owner’s or City’s obligations under this Agreement.

20. Severability. If any terms, provisions, conditions or covenants in this Agreement, or the application thereof to any Party or circumstances, shall to any extent be held invalid or unenforceable, the remainder of this Agreement, or the application of such terms, provi sions, conditions or covenants to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 44 21. Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California.

Venue shall be in Ventura County.

22. Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

23. Rules of Construction and Miscellaneous Terms.

23.1 General/Mandatory/Permissive. The singular includes the plural; the masculine gender includes the feminine; “shall” is mandatory, “may” is permissive.

23.2 Time of Essence. Time is of the essence regarding each provision of this Agreement of which time is an element.

23.3 Cooperation. Each Party covenants to take such reasonable actions and execute all documents that may be necessary to achieve the purposes and objectives of this Agreement, provided that neither Party shall be obligated to institute a lawsuit or other court proceeding in this connection.

23.4 Covenant of Good Faith and Fair Dealing. Neither Party shall do anything which shall have the effect of harming or injuring the right of the other Party to receive the benefits of this Agreement; each Party shall refrain from doing anything which should render its performance under this Agreement impossible; and each Party shall do everything which this Agreement contemplates that such Party shall do in order to accomplish the objectives and purposes of this Agreement.

23.5 Estoppel Certificates. Either Party may, at any time, and from time to time, deliver written notice to the other Party requesting such Party to certify in writing that, to the knowledge of the certifying Party, (a) this Agreement is in full force and effect and a binding obligation of the Parties; (b) this Agreement has not been amended or modified or, if so amended or modified, identifying the amendments or modifications; and (c) the requesting Party is not in default in the performance of its obligations under this Agreement, or if in default, to describe therein the nature and extent of any such defaults. The requesting Party may designate a reasonable form of certificate (including a lender ’s form) and the Party receiving a request hereunder shall execute and return such certificate or give a written, detailed response explaining why it will not do so within fifteen (15) days following the receipt thereof. The City Manager, or his or her designee, shall be authorized to execute any certificate requested by Developer hereunder.

Developer and City acknowledge that a certificate hereunder may be relied upon by tenants, transferees, investors, lenders, partners, bond counsel, underwriters, and other mortgagees. The request shall clearly indicate that failure of the receiving Party to respond within the fifteen (15) day period will lead to a second and final request and failure to respond to the second and final request within five (5) days of receipt thereof shall be deemed approval of the estoppel certificate.

Failure of City or Developer to execute an estoppel certificate shall not be deemed a default.

23.6 Entire Agreement . This Agreement and any exhibits hereto or any amendments and addenda that may be executed in accordance with Section 10 herein contains the 45 entire agreement between the Parties and any agreement or representation respecting the matters dealt with herein or the duties of any Party in relation thereto not expressly set forth in this Agreement shall be null and void.

23.7 Recitals. The Recitals set forth in this Agreement are specifically incorporated into and made a part of this Agreement.

24. Binding Effect of Agreement. Development of the Property is hereby authorized and shall be carried out only in accordance with the terms of this Agreement. The Property and Owner are subject to each term, condition, and covenant of this Agreement.

25. Equitable Servitudes and Covenants Running with the Land. Any successors in interest to City and Developer shall be subject to the provisions set forth in Sections 65865.4 and 65868.5 of the California Government Code. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do, or refrain from doing, some act with regard to the development of the Property: (a) is for the benefit of and is a burden upon the Property; (b) runs with the Property and each portion thereof; and (c) is binding upon each Party and each successor in interest during ownership of the Property or any portion thereof. Nothing herein shall waive or limit the provisions of Section 18, and no successor owner of the Property, any portion of it, or any interest in it shall have any rights except those assigned to the successor by the developer in writing pursuant to Section 18.

26. Attorneys’ Fees. In the event of any action between the City and Owner for enforcement or interpretation of any of the terms or conditions of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable costs and expenses, including without limitation court costs and attorneys’ fees actually and reasonably incurred, as awarded by a court of competent jurisdiction. This Section shall survive the termination of this Agreement.

27. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This agreement, not counting the Cover Page or signature page, consists of XX pages and XX Exhibits.

28. Duty to Hold Harmless, Defend and Indemnify. Excepting as to the extent any loss, property damage or injury arose from the City’s or the City’s officers’, agents’, employees’, or contractors’ breach of this Agreement, or their acts of negligence or willful misconduct, as determined by a court of competent jurisdiction, Developer hereby agrees to defend, indemnify, and hold City, its elective and appointive boards, commissions, officers, agents and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage arising from this Agreement or alleged to have been caused by Developer or Developer’s contractors, subcontractors, agents or employees operations under this Agreement, whether such operations be by Developer, or by any of Developer’s contractors, subcontractors, or by any one or more persons directly or indirectly employed by or acting as agent for Developer or any of Developer ’s contractors or subcontractors. Deve loper further agrees to defend, indemnify, and hold harmless the City and its officers and employees, from any third-party claim, action or proceeding against the City or its officers or employees to set aside, void, or annul, all or any part of this Agreement or any project approval. 46 In the event any claim, action, or proceeding is instituted against City, and/or its officers, agents, and employees , by any third party on account of the processing, approval, or implementation of the project approvals and/or this Agreement, then the Parties shall comply with Section 17. As an alternative to defending any such action, Developer may request that the City rescind any approved land use entitlement. The City will promptly notify Developer of any known claims, actions, or similar proceedings, and will cooperate fully in the defense thereof.

29. Dispute Resolution

29.1 Dispute Resolution Proceedings . The Parties may agree to dispute resolution proceedings in an effort to resolve disputes or questions of interpretation under this Agreement in a fair expeditious manner. These dispute resolution proceedings may include: (a) procedures developed by the City for expeditious interpretation of questions arising under development agreements; (b) arbitration as provided below; or (c) any other manner of dispute resolution which is mutually agreed upon by the parties.

29.2 Arbitration. Any dispute between the Parties that the Parties agree to resolve by arbitration shall be settled and decided by arbitration conducted by an arbitrator who must be a former judge of the Ventura County Superior Court or Appellate Justice of the Second District Court of Appeals or the California Supreme Court. This arbitrator shall be selected by mutual agreement of the Parties. If the parties are unable to promptly agree upon an arbitrator, each will provide a list of three available judges to the other and the other party may strike one. If only one judge remains from this process (because some of the judges on the two lists are identical), then that judge shall serve as the arbitrator. If two or more judges remain from this process, then the parties shall endeavor in good faith to select one of them as the arbitrator. In the event that the parties cannot select an arbitrator, the matter shall be submitted to JAMS for selection of a JAMS panel arbitrator.

29.3 Arbitration Procedures. Upon appointment of the arbitrator, the matter shall be set for arbitration at a time not less than thirty (30) nor more than ninety (90) days from the effective date of the appointment of the arbitrator. The arbitration shall be conducted under the procedures set forth in California Code of Civil Procedure Sections 638 et seq., or under such other procedures as are agreeable to both Parties, except that provisions of the California Code of Civil Procedure pertaining to discovery and the provisions of the California Evidence Code shall be applicable to such proceeding.

30. Extension of Term. The Term of this Agreement, as set forth in Section 3, above, shall automatically be extended for the period of time in which the Parties are engaged in dispute resolution to the degree that such extension of the Term is reasonably required because acti vities which would have been completed prior to the expiration of the Term are delayed beyond the scheduled expiration of the Term as the result of such dispute resolution.

31. Recordation.

31.1 This Agreement and any amendment or cancellation hereof shall be recorded in the Official Records of Ventura County by the Clerk of City within ten (10) days after 47 the Agreement Effective Date and within ten (10) days after any amendment or cancellation hereof.

Failure to timely record the Agreement shall not constitute a default or invalidate the Agreement.

IN WITNESS WHEREOF, this Agreement is entered into by the parties hereto and made effective as of the Effective Date set forth hereinabove.

48 Dated: ________________ CITY:

City of Thousand Oaks
By:

Name: Mikey Taylor
Title: Mayor

ATTEST:

By:

Name: Laura B. McGuire
Title: City Clerk

APPROVED AS TO FORM: APPROVED AS TO ADMINISTRATION
By: By:

Name: Tracy M. Noonan Name: Andrew P. Powers
Title: City Attorney Title: City Manager

Dated: ________________ OWNER:

By:

Name:

Title:

49 Acknowledgements on following pages.

50 60684.00012\44466946.1

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

STATE OF CALIFORNIA

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

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

WITNESS my hand and official seal.

Signature
(Seal)

51 60684.00012\44466946.1
A no
tary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

ST

ATE OF CALIFORNIA

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

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

WITNESS my hand and official seal.

Signature
(Seal)
52 EXH
IBIT “A”
Legal Description of Property
Street Address: 401-403 W. Hillcrest Drive, Thousand Oaks, California 91360 Assessor Parcel Number: 525-0-060-125, 525‐0‐053‐115, 525‐0‐053‐175, 525-0-060-135, 525‐ 0‐053‐195, 525‐0‐060‐085, 525‐0‐060‐095, 525‐0‐060‐115
Legal description to be added upon completion of ALTA Survey prior to close of escrow. 53 54
55 Name City Item # In favor/ Opposed Comment
10A In favor Love the site and should be used by our
Community
Linda Blakesley Newbury Park 10A In favor Please sell
TO COUNCIL: 01/13/2026
MEETING DATE: 01/13/2026
56