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CVUSD CPRA 10.8.21 000509
Office (424) 371-6730 | FAX (424) 316-5796 | Address: 11100 Santa Monica Blvd., Suite 780, Los Angeles, CA 90025 www.perspectivelg.com
January 7, 2021

VIA ELECTRONIC MAIL
Dr. Victor P. Hayek, Deputy Superintendent
Conejo Valley Unified School District
1400 E. Janss Road
Thousand Oaks, CA 91362
Email: [email protected].

RE: That certain real property commonly known as 2498 Conejo Center Drive, Newbury Park, CA 91320 (the “Property”) owned by Conejo Valley Unified School District, a political subdivision of the State of California (“Seller”)
Dear Dr. Hayek:

This firm represents ARC Investment Group LLC, a California limited liability company (“Buyer”). We have been engaged to assist Buyer with completing its due diligence review of the Property and its proposed acquisition of the Property. For your reference, we’ve represented Buyer for over seven (7) years and have assisted Buyer with numerous real estate acquisitions in Southern California. Accordingly, we are uniquely qualified to opine on Buyer’s qualifications and ability to perform on any transaction with Seller for the acquisition of the Property.

We are writing you to update you on our client’s continued interest in the Property and the terms under which Buyer is willing to proceed with the acquisition of the Property. Since your office previously received our client’s letter of intent to purchase the Property from Pinnacle Estate Properties, Inc. (“Pinnacle”), at your direction our client has continued to actively pursue all necessary due diligence investigations related to the Property prior to execution of a binding purchase agreement. To date, Buyer, has, with the assistance of our firm, completed its due diligence review of the Property.

Additionally, Buyer has obtained a letter from one of its primary business banks, Wells Fargo Bank, which we’ve enclosed herewith as Exhibit A, which states that our client has more than sufficient cash on deposit to purchase the Property without the need for any financing. Based on information received from the architect, civil engineer and geotechnical engineer engaged or consulted by our client regarding the Property, the usable acreage of the Property is 7.38 acres (or 321,711 usable square feet). Accordingly, based on that information, our client is prepared to expediently proceed with the purchase of the Property without any due diligence-related contingencies for an amount equal to $9,651,330, which amounts to a per square foot price of $30/per usable square foot. Furthermore, Buyer will pay a sales commission at closing to Pinnacle pursuant to a separate written agreement with Pinnacle.

We are hopeful that Seller will appreciate the strength and seriousness of this offer and our client’s continued interest in purchasing the Property. Accordingly, we respectfully request your prompt input and direction on the next steps in connection with our client’s desired acquisition of the Property. Our client is anxious to receive direction from your office on the disposition process for Seller and is willing to quickly CVUSD CPRA 10.8.21 002272
Office (424) 371-6730 | FAX (424) 316-5796 | Address: 11100 Santa Monica Blvd., Suite 780, Los Angeles, CA 90025 www.perspectivelg.com
proceed as directed. Our office is more than happy to prepare a market-standard “as-is” initial draft purchase agreement if that is preferable for Seller. We look forward to engaging with you further so please feel free to direct any response or questions related to this correspondence to our office or to A.J. Ahearn of Pinnacle.

Please do let me know if you have any questions regarding this correspondence. We look forward to your favorable reply. Thank you for your time and consideration.

CONEJO VALLEY UNIFIED SCHOOL DISTRICT
RESOLUTION NO. 20/21-43

AUTHORIZING THE SALE OF DISTRICT REAL PROPERTY LOCATED AT 2498 CONEJO CENTER DRIVE, THOUSAND OAKS, CA

TO ARC INVESTMENT GROUP, LLC

AND FINDING SALE EXEMPT FROM CEQA

AND IN COMPLIANCE WITH SURPLUS PROPERTY PROCEDURES
WHEREAS, Conejo Valley Unified School District (“District”) owns that certain parcel of vacant real property located at 2498 Conejo Center Drive, Newbury Park, California 91320, as more particularly described in Exhibit “A” which is attached hereto and incorporated herein by reference (the “Property”); and
WHEREAS, on approximately April 27, 2004, the Board approved the formation of a surplus property advisory committee pursuant to California Education Code (“Education Code”) Section 17387, et seq., and on June 13, 2011, the committee recommended that the Board declare the Property “surplus property,” that is, property which is not or will not be needed by the District for school classroom buildings at the time of delivery or possession to another party; and WHEREAS, on June 21, 2011, pursuant to Education Code Section 17455, the District’s Board of Education (“Board”) declared the Property “surplus property;” and WHEREAS, thereafter, the District complied with the surplus property procedures set forth in Education Code Sections 17455, et seq., Education Code Sections 17536, et seq., and California Government Code (“Government Code”) Sections 54220, et seq. (collectively, the “Surplus Property Procedures”), as summarized below:
x in compliance with Education Code Section 17470, the District informed the former owner of the Property (the City of Thousand Oaks) of its intent to sell the Property;
x in compliance with Education Code Section 17464 and Government Code Sections 54220, et seq., the District notified interested charter schools, qualifying public agencies and certain specified non-profit charitable and public benefit corporations (the “Public Sector”) of the District’s decision to sell or exchange the Property, including by providing certain notices by mail and by publication for three successive weeks; however, the District did not receive a response from such entities within the time required by law;
x the District declared its intention to offer and dispose of the Property to any interested private parties, subject to any negotiations with the Public Sector, and directed District staff to provide notice of the District’s intent to sell or exchange the Property to the private sector as set forth in a certain Request For Proposals And Statement Of Qualifications For The Sale Or -2-
Exchange Of Surplus School Property (dated August 2011) (such requests for proposals will be generally referred to herein as the “RFP”); x the District accepted sealed proposals (such sealed proposals will be generally referred to herein as “Proposals”) for the sale or exchange of the Property, as required by the RFP and Education Code Section 17472, and, at a regularly-held meeting, the Board opened, examined, and declared all written Proposals for the sale or exchange of the Property; determined that a certain private party had the highest conforming written Proposal; called for oral bids in accordance with Education Code Section 17473; and awarded the bid to the highest oral bidder in accordance with Education Code Section 17473; and
x the District and the highest oral bidder negotiated a purchase and sale agreement for numerous months, but the bidder failed to execute a purchase and sale agreement;
x on April 16, 2013, the Board approved Resolution #12-13-22, formally terminating negotiations, and authorizing staff to issue a new RFP for the sale or lease of the Property;
and;
WHEREAS, pursuant to the Surplus Property Procedures and a new RFP (dated April 2013), at a regularly-held meeting on June 18, 2013, the Board accepted Proposals, awarded the highest oral bid to a certain private entity, and accepted two backup bids; several months later, the highest bidder had not remitted its required deposit to the District and withdrew its bid; on September 17, 2013, the Board approved a purchase and sale agreement with the first backup bidder, and the District and bidder entered escrow; on approximately January 20, 2015, the first backup bidder assigned its rights to the purchase agreement to a third party, with the District’s consent; and on December 21, 2015, the assignee terminated escrow; and WHEREAS, on January 19, 2016, the Board passed and adopted Resolution No. 15/16-22, by which resolution the Board reauthorized the sale or exchange of the Property; the District again complied with the Surplus Property procedures by notifying the Public Sector and Private Sector of the District’s intent to sell or exchange the Property; the District issued a new RFP (dated January 2016); no Public Sector entities expressed interest in the Property within the timeframe required by law; at its regularly-scheduled April 19, 2016 meeting, the Board accepted new sealed Proposals, called for new oral bids, and accepted the highest oral bid; on June 7, 2016, the Board adopted Resolution 15/16-28, approving a purchase and sale agreement with the successful private sector bidder; the District subsequently entered into escrow with the successful bidder; and on August 19, 2016, the bidder terminated escrow; and
WHEREAS, on approximately February 16, 2016, at a regularly-held meeting, the Board approved the District’s application to the California Board of Education for an exemption to certain Surplus Property Procedures, which waiver was obtained on May 16, 2016; however, even with the waiver, the District was unable to successfully dispose of the Property, and that waiver has since expired; and
-3-
WHEREAS, Education Code Section 17464(f) provides that after complying with certain Surplus Property Procedures, “the property may be disposed of in any other manner authorized by law”; and Education Code Section 35160.1(a), commonly known as the “permissive code,” states that “in addressing their needs . . . school districts . . . should have the flexibility to create their own unique solutions . . .”; and there is no authority or legislative history indicating that a school district must repeat the Surplus Property Procedures if the former compliance does not result in a final sale of the property; and
WHEREAS, recently, ARC Investment Group, LLC (“ARC”) submitted an offer to purchase the Property for $9,651,330.00; and
WHEREAS, the District and ARC have now concluded negotiations for the disposition of the Property, pursuant to that certain Purchase and Sale Agreement and Joint Escrow Instructions (“Purchase and Sale Agreement”), which is attached hereto as Exhibit “B” and which has already been executed by ARC; and
WHEREAS, the District and ARC desire to enter into escrow for the disposition of the Property upon full execution of the Purchase and Sale Agreement, which provide that closing shall occur within six months of opening of escrow, with any extensions at the District’s sole and absolute discretion;
WHEREAS, the Property is not subject to the Naylor Act (Education Code Sections 17485, et seq.), which applies to real property with playground, playing field, or other outdoor recreational and open space land, because the Property does not contain playground, playing field or recreational uses, and, although the land is vacant, the surrounding properties are zoned for and the Property is suitable only for industrial purposes; and WHEREAS, the District previously complied with the requirements under the California Environmental Quality Act (codified in California Public Resources Code Sections 21000, et seq.) (“CEQA”) and the CEQA Guidelines (codified in California Code of Regulations, Title 14, Sections 15000, et seq.) with respect to the disposition of the Property, and determined that the disposition of the Property is categorically exempt under CEQA, pursuant to California Public Resources Code Sections 21083 and 21084 and California Code of Regulations Section 15312, which sets forth a categorical exemption for the disposition of surplus government property (see, e.g., Board Resolutions 12/13-22 and 15/16-22), which findings the District would like to reaffirm at this time;
NOW, THEREFORE, be it hereby resolved that:

1. The foregoing recitals are true and correct.

2. The Board hereby declares its intention to sell the Property to ARC for a purchase price of $9,651,330.00, with closing to occur within six months of opening of escrow, with any extensions at the District’s sole and absolute discretion, and on additional terms and conditions set forth in the Purchase and Sale Agreement attached hereto as Exhibit “B.” -4-

3. The Board hereby delegates authority to the Superintendent and the Deputy Superintendent of Business Services, or their designee(s), to take such action as may be required to effectuate the purpose of this Resolution, including, but not limited to, the execution of a Purchase and Sale Agreement with ARC, any actions necessary to open escrow for the disposition of the Property, and any actions necessary or advisable to proceed towards closing in accordance with the Purchase and Sale Agreement, applicable law, and standard District business practices.

In light of the forthcoming summer recess, the Board further grants authority to the Superintendent and the Deputy Superintendent to take all reasonable actions necessary to close escrow early, if applicable, without additional approval from the Board. However, the Board expressly reserves the right to consider, review, and approve or deny any other material changes to the Purchase and Sale Agreement, including, but not limited to, any proposed extension of escrow beyond six months from opening of escrow.

4. The Board expressly finds and concludes that the District has satisfied its requirements under the Surplus Property Procedures by declaring the Property surplus, informing the former owner of the Property of the District’s intent to sell the Property, notifying the Public Sector and the Private Sector of its intent to dispose of the Property, and, after multiple unsuccessful attempts to dispose of the Property, repeating the Surplus Property Procedures. In adopting this Resolution, the Board expressly invokes its authority under Education Code Sections 17464(f) and 35160.1(a).

5. The Board reaffirms its previous findings that the disposition of the Property is categorically exempt from CEQA, pursuant to California Public Resources Code Sections 21083 and 21084 and California Code of Regulations Section 15312, which sets forth a categorical exemption for the disposition of surplus government property.

PASSED AND ADOPTED by the Board of Education at a regular meeting held on the 15th day of June, 2021 by the following vote on roll call:

AYES:

NOES:

ABSENT:

ABSTAIN:

Karen Sylvester, Clerk of the Board of Education
-5-

EXHIBIT A

LEGAL DESCRIPTION
[to be confirmed by escrow and title company]
APNs 667-0-080-015 and 667-0-080-035
Lot 2 of Tract No. 4823-2, in the City of Thousand Oaks, County of Ventura, State of California, as per Map recorded in Book 125, Page 48 through 50 of Maps, in the office of the County Recorder of said County.

EXCEPT all oil, gas and hydrocarbon substances in, under and upon said land, without the full right to drill, dig, or mine through the surface land of the land therefrom, and without the right to enter or encroach upon any portion of said land lying within 500 feet of the surface. -6-

EXHIBIT B

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS,
June 15, 2021

BETWEEN

CONEJO VALLEY UNIFIED SCHOOL DISTRICT,
a political subdivision of the State of California
and

ARC INVESTMENT GROUP, LLC,
a California limited liability company

FOR THE REAL PROPERTY LOCATED AT
2498 CONEJO CENTER DRIVE, THOUSAND OAKS, CALIFORNIA
-i.-
Table of Contents
I. DEFINITIONS ......................................................................................................................2

1.1. Affiliate ..........................................................................................................................2

1.2. Agreement ......................................................................................................................2

1.3. Approved or Approval ...................................................................................................2

1.4. Authority or Authorities.................................................................................................2

1.5. Bill of Sale......................................................................................................................3

1.6. Buyer ..............................................................................................................................3

1.7. Buyer’s Broker ...............................................................................................................3

1.8. Buyer’s Notice................................................................................................................3

1.9 CEQA .............................................................................................................................3

1.10. CERCLA ......................................................................................................................3

1.11. City ...............................................................................................................................3

1.12. Claims...........................................................................................................................3

1.13. Closing .........................................................................................................................3

1.14. Closing Date.................................................................................................................3

1.15. Closing Date Extension................................................................................................3

1.16. Closing Date Extension Request ..................................................................................3

1.17. Closing Date Extension Reply .....................................................................................3

1.18. County ..........................................................................................................................3

1.19. Deposit .........................................................................................................................3

1.20. Effective Date...............................................................................................................3

1.21. Escrow..........................................................................................................................3

1.22. Escrow Cancellation Charges.......................................................................................3

1.23. Escrow Holder..............................................................................................................4

1.24. Extension Fee ...............................................................................................................4

1.25. Form 593C....................................................................................................................4

1.26. Governmental Approvals .............................................................................................4

1.27. Governmental Approvals Notice..................................................................................4

1.28. Grant Deed ...................................................................................................................4

1.29. Hazardous Substances ..................................................................................................4

1.30. Independent Consideration...........................................................................................4

1.31. Initial Deposit...............................................................................................................4

1.32. Lien...............................................................................................................................4

1.33. Non-foreign Affidavit ..................................................................................................4

1.34. Official Records ...........................................................................................................4

1.35. Opening of Escrow.......................................................................................................4

1.36. Parties and Party...........................................................................................................4

1.37. Permitted Exceptions....................................................................................................4

1.38. Preliminary Title Report...............................................................................................4

1.39. Project...........................................................................................................................4

1.40. Property ........................................................................................................................5 -ii1.41. Purchase Price ..............................................................................................................5

1.42. Seller.............................................................................................................................5

1.43. Seller’s knowledge .......................................................................................................5

1.44. Seller’s Response .........................................................................................................5

1.45. Seller’s Response Period..............................................................................................5

1.46. State..............................................................................................................................5

1.47. Surplus Property Laws .................................................................................................5

1.48. Title Company..............................................................................................................5

1.49. Title Policy ...................................................................................................................5

1.50. Title Update..................................................................................................................5

1.51. Title Update Period ......................................................................................................5 II. PURCHASE AND SALE ....................................................................................................6 III. OPENING OF ESCROW; ESCROW HOLDER; AND DEPOSITS ................................6

3.1. Opening of Escrow.........................................................................................................6

3.2. Escrow Holder Duties ....................................................................................................6

3.3. Initial Deposit.................................................................................................................7 IV. BUYER’S DUE DILIGENCE ...........................................................................................7

4.1. Title ................................................................................................................................7

4.2. Physical Due Diligence ..................................................................................................9

4.3. Access.............................................................................................................................9

4.4. Financing......................................................................................................................10

4.5. Processing of Approvals...............................................................................................10 V. CLOSING; PAYMENT OF PURCHASE PRICE ............................................................11

5.1. Closing Date.................................................................................................................11

5.2. Extended Closing Date.................................................................................................11

5.3. Balance of Purchase Price ............................................................................................12 VI. CLOSING COSTS AND PRORATIONS........................................................................12

6.1. Closing Costs................................................................................................................12

6.2. Prorations .....................................................................................................................12

6.2. Other Property Operating Expenses.............................................................................12 VII. CLOSING DELIVERIES ...............................................................................................13

7.1. Closing Deliveries by Seller.........................................................................................13

7.2. Closing Deliveries by Buyer ........................................................................................13 VIII. CONDITIONS TO CLOSING ......................................................................................14

8.1. Conditions to Buyer’s Obligations...............................................................................14

8.2. Conditions to Seller’s Obligations ...............................................................................14

8.3. Payment of Deposits.....................................................................................................14 -iiiIX. CLOSING.........................................................................................................................15

9.1. Escrow Holder’s Actions .............................................................................................15

9.2. Escrow Cancellation Charges.......................................................................................15

9.3. Conveyance and Possession.........................................................................................15 X. REPRESENTATIONS AND WARRANTIES .................................................................16

10.1. In General...................................................................................................................16

10.2. Representations and Warranties of Seller ..................................................................16

10.3. Representations and Warranties of Buyer..................................................................17 XI. ADDITIONAL COVENANTS ........................................................................................19

11.1. Notification by Seller of Certain Matters...................................................................19

11.2. No Encumbrance ........................................................................................................19

11.3. Cooperation ................................................................................................................19 XII. RELEASE FROM LIABILITY ......................................................................................19 XIII. DAMAGE/DESTRUCTION/CONDEMNATION .......................................................21

13.1. Damage or Destruction...............................................................................................21

13.2. Condemnation ............................................................................................................22 XIV. REMEDIES ...................................................................................................................23

14.1. Buyer’s Remedies ......................................................................................................23

14.2. Seller’s Remedies.......................................................................................................23 XV. REAL ESTATE BROKERAGE COMMISSION ..........................................................24 XVI. OPERATION OF PROPERTY THROUGH CLOSING DATE ..................................24 XVII MISCELLANEOUS......................................................................................................24

17.1. No Assignment...........................................................................................................24

17.2. No Modifications........................................................................................................25

17.3. Construction of Agreement ........................................................................................25

17.4. Headings.....................................................................................................................25

17.5. Governing Law; Venue ..............................................................................................25

17.6. Time of the Essence ...................................................................................................25

17.7. Successors and Assigns..............................................................................................26

17.8. Further Assurances.....................................................................................................26

17.9. No Waiver ..................................................................................................................26

17.10. Severability...............................................................................................................26

17.11. Gender and Number .................................................................................................26

17.12. Entire Agreement .....................................................................................................26

17.13. Incorporation of Exhibits .........................................................................................26

17.14. Counterparts .............................................................................................................27

17.15. Attorneys’ Fees ........................................................................................................27 -iv17.16. Notices......................................................................................................................27

17.17. Relationship of Parties .............................................................................................28

17.18. Survival ....................................................................................................................29

17.19. Exclusivity................................................................................................................28 Exhibit “A-1”– Legal Description of Property
Exhibit “A-2” – Site Location / Aerial Photograph
Exhibit “A-3” – Site Diagram
Exhibit “B” – Grant Deed Template (Draft Form Only)
Exhibit “C” – Hazardous Substances
Exhibit “D” – General Assignment and Bill of Sale
Exhibit “E” – Non-Foreign Affidavit
Exhibit “F” – Escrow Holder Acknowledgement and Acceptance S-1
ARC Investment Group – Thousand Oaks (PLG)(MWGJF – final)

PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (this “Agreement”) is made and entered into as of June 15, 2021 (the “Effective Date”), by and between Conejo Valley Unified School District, a political subdivision of the State of California (“Seller”), and ARC Investment Group, LLC, a California limited liability company or assignee (“Buyer”). Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” R E C I T A L S:

A. Seller owns certain unimproved real property located at 2498 Conejo Center Drive in the City of Thousand Oaks (the “City”), County of Ventura (the “County”), State of California (the “State”), together with all appurtenant improvements, rights, interests, easements, tenements and estates, including all water, water rights, minerals, oil, gas, rights, benefits, privileges, hereditaments, rights-of-way and other appurtenances thereon or in any way appertaining thereto if any, owned by Seller, all as more fully described on Exhibit “A1” and pictorially depicted on Exhibits “A-2” and “A-3” which are attached hereto and incorporated herein by reference (the “Property”). The definition of Property set forth in the preceding sentence shall also include, to the extent assignable, all intangible personal property, if any, owned by Seller and related to the Property, including, without limitation, any governmental permits, approvals, entitlements, tract maps and licenses in effect with respect to the use, operation or ownership of the Property.

B. The Property, which is identified by Ventura County Assessor Parcel Numbers 667-0-080-015 and 667-0-080-035, consists of approximately 469,882 square feet of irregularly shaped land with graded level pad and surrounding slope. Based upon the Property’s topography, and according to Buyer’s architect, civil engineer and geotechnical engineer, the usable acreage of the Property is approximately 7.38 acres (or approximately 321,711 usable square feet). The Property is currently vacant and will be delivered vacant at Closing.

C. Certain portions of the Property may not be developable due to the existence of volcanic rock in certain area of the Property’s subsurface. As of the Effective Date, Buyer intends to use the Property for, among other things, a waste hauling operations center consisting of, among other things, truck parking, vehicle maintenance and a business office (with no on-site waste handling or disposal currently anticipated) (the “Project”). Therefore, the volcanic rock does not impact Buyer’s current intended use of the Property. However, Buyer will need to obtain certain governmental approvals for its intended use and construction of the Project, as explained further herein.

D. Seller desires to sell the Property to Buyer, and Buyer desires to purchase the Property from Seller, on the terms and conditions contained in this Agreement. -2-
NOW, THEREFORE, in consideration of the foregoing recitals, the promises and covenants of the Parties in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, the Parties agree as follows:

ARTICLE I

DEFINITIONS
Certain capitalized terms used in this Agreement have the meanings defined below whether or not such terms are used before or after the definitions are set forth.

SECTION 1.1. “Affiliate” is defined in Section 17.1 of this Agreement.

SECTION 1.2. “Agreement” is defined in the preamble to this Agreement.

SECTION 1.3. “Approved” or “Approval” means that with respect to any item or matter for which approval by any Authorities is required, (a) Such item has been approved by action of the highest governing body of such Authority, and,
(b) As applicable,
(i) All relevant appeal and referenda periods and statutes of limitations for challenging or appealing such approval have expired without an appeal or challenge having been “timely filed,” or (ii) If an appeal or challenge has been “timely filed,” such appeal or challenge has been resolved on terms satisfactory to Buyer in its sole and absolute discretion.

An appeal or challenge related to the approval of a final tract map is “timely filed” only if the action or proceeding is commenced and service is made upon the Authority within ninety (90) days after the Authority’s decision. See Gov. Code § 66499.37. An appeal or challenge pertaining to certification of an environmental impact report under CEQA is “timely filed” only if the action or proceeding is commenced within thirty (30) days after the CEQA notice of determination is filed; provided that if the Authority makes a CEQA determination but fails to file a notice of determination or exemption, the appeal or challenge is “timely filed” only if the action is commenced within one hundred eighty (180) days after the Authority’s decision. See Pub. Res. Code §§ 21167(a) and (c); 14 Cal. Code Reg. § 15112(c)(5).

SECTION 1.4. “Authority” or “Authorities” means any governmental or quasi-governmental agencies or authorities having any jurisdiction over the Property and Buyer.
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SECTION 1.5. “Bill of Sale” is defined in Section 7.1(b).

SECTION 1.6. “Buyer” is defined in the preamble to this Agreement.

SECTION 1.7. “Buyer’s Broker” is defined in Article XV.

SECTION 1.8. “Buyer’s Notice” is defined in Section 4.1(d).

SECTION 1.9. “CEQA” means the California Environmental Quality Act, which is codified at Sections 21000, et seq., of the California Public Resources Code and includes the Guidelines thereto which are codified at Sections 15000, et seq., of Title 14 of the California Code of Regulations.

SECTION 1.10. “CERCLA” is defined in Section 12.1.

SECTION 1.11. “City” is defined in the Recitals to this Agreement.

SECTION 1.12. “Claims” is defined in Section 12.1.

SECTION 1.13. “Closing” means the date upon which the Grant Deed is recorded in the Official Records of the County, title to the Property is conveyed to Buyer, and possession of the Property is delivered to Buyer, in accordance with the terms of this Agreement.

SECTION 1.14. “Closing Date” means the date that is six (6) months after the Effective Date as the same may be extended as set forth herein, or such earlier date mutually agreed upon in writing by the Parties.

SECTION 1.15. “Closing Date Extension” is defined in Section 5.2.

SECTION 1.16. “Closing Date Extension Request” is defined in Section 5.2.

SECTION 1.17. “Closing Date Extension Reply” is defined in Section 5.2.

SECTION 1.18. “County” is defined in the Recitals to this Agreement.

SECTION 1.19. “Deposit” means the Initial Deposit and any Extension Fees, collectively.

SECTION 1.20. “Effective Date” is defined in the preamble to this Agreement.

SECTION 1.21. “Escrow” means the escrow established pursuant to this Agreement through which the purchase and sale of the Property shall be consummated.

SECTION 1.22. “Escrow Cancellation Charges” is defined in Section 9.2. -4-
SECTION 1.23. “Escrow Holder” means Chicago Title Company, 725 S.

Figueroa St., Ste. 200, Los Angeles, CA 90017, Attention: Patricia Schlageck, Email:
[email protected].

SECTION 1.24. “Extension Fee” is defined in Section 5.2.

SECTION 1.25. “Form 593C” is defined in Section 7.1(d) of this Agreement.

SECTION 1.26. “Governmental Approvals” is defined in Section 4.5(a) of this Agreement.

SECTION 1.27. “Governmental Approvals Notice” is defined in Section

4.5(c).

SECTION 1.28. “Grant Deed” means a grant deed to the Property in the form of Exhibit “B.”
SECTION 1.29. “Hazardous Substances” is defined on Exhibit “C”.

SECTION 1.30. “Independent Consideration” is defined in Section 3.3.

SECTION 1.31. “Initial Deposit” is defined in Section 3.3.

SECTION 1.32. “Lien” is defined in Section 4.1(e).

SECTION 1.33. “Non-foreign Affidavit” is defined in Section 7.1(c).

SECTION 1.34. “Official Records” means the official records of the County.

SECTION 1.35. “Opening of Escrow” is defined in Section 3.1.

SECTION 1.36. “Parties” and “Party” are defined in the preamble to this Agreement.

SECTION 1.37. “Permitted Exceptions” means the following:
(a) General and special real property taxes and assessments, a lien not yet due and payable; and
(b) Any other liens, easements, encumbrances, covenants, conditions and restrictions of record created by Buyer.

SECTION 1.38. “Preliminary Title Report” is defined in Section 4.1(a).

SECTION 1.39. “Project” is defined in the Recitals to this Agreement. -5-
SECTION 1.40. “Property” is defined in the Recitals to this Agreement.

SECTION 1.41. “Purchase Price” means Nine Million Six Hundred Fifty-One Thousand Three Hundred Thirty Dollars ($9,651,330.00).

SECTION 1.42. “Seller” is defined in the Recitals to this Agreement.

SECTION 1.43. “Seller’s knowledge” means the actual knowledge of Seller’s Board of Education, Superintendent, and Deputy Superintendent of Business Services.

SECTION 1.44. “Seller’s Response” is defined in Section 4.1(d).

SECTION 1.45. “Seller’s Response Period” is defined in Section 4.1(d).

SECTION 1.46. “State” is defined in the Recitals to this Agreement.

SECTION 1.47. “Surplus Property Laws” means all applicable laws pertaining to the disposition of school district surplus real property, pursuant to California Education Code Sections 17455, et seq., and Sections 17536, et seq., and California Government Code Sections 54220, et seq.

SECTION 1.48. “Title Company” means Chicago Title Company, 725 S.

Figueroa St., Ste. 200, Los Angeles, CA 90017, Attention: Mike Slinger, Email:

[email protected].

SECTION 1.49. “Title Policy” means a CLTA owner’s policy of title insurance, dated as of the Closing Date, in an amount equal to the Purchase Price, insuring fee title to the Property vested in Buyer subject only to the Permitted Exceptions. Buyer may elect to obtain an ALTA owner’s policy of title insurance provided that the Closing shall not be delayed thereby, and provided further that Buyer shall be responsible for payment of all premium and survey costs for such policy that exceed the cost of the CLTA owner’s title policy.

SECTION 1.50. “Title Update” is defined in Section 4.1(d).

SECTION 1.51. “Title Update Period” is defined in Section 4.1(d). -6-

ARTICLE II

PURCHASE AND SALE
Seller agrees to sell and convey the Property to Buyer, and Buyer agrees to purchase the Property from Seller, AS IS, and on the terms and subject to the conditions set forth in this Agreement.

ARTICLE III
OPENING OF ESCROW; ESCROW HOLDER; AND DEPOSITS
SECTION 3.1. Opening of Escrow. Within five (5) business days after the Effective Date, the Parties shall open an Escrow at the office of Escrow Holder by delivering an executed copy of this Agreement to Escrow Holder (the “Opening of Escrow”). This Agreement shall constitute joint escrow instructions to Escrow Holder. The Parties shall execute such additional instructions not inconsistent with the provisions of this Agreement which may be reasonably required by Escrow Holder and shall be bound by Escrow Holder’s general instructions; provided, however, that as between the Parties, if any conflict between the provisions of this Agreement and the provisions of Escrow Holder’s general instructions exists or arises, the provisions of this Agreement shall control.

SECTION 3.2. Escrow Holder Duties.
(a) On the same date as the Opening of Escrow, Escrow Holder shall complete the Escrow Holder Acknowledgement and Acceptance, attached hereto as Exhibit “F,” and transmit copies thereof to the Parties and their respective legal counsel, if any. Escrow Holder shall simultaneously notify the Parties in writing of the date of the Opening of Escrow and identify the Escrow number.
(b) Within five (5) business days thereafter, Escrow Holder shall provide the Parties with any supplemental instructions, including but not limited to, any calculable dates, a verification of Deposits in Escrow and any remaining Deposits to be paid, and the expected balance of the Purchase Price due at Closing.
(c) By accepting this transaction for Escrow, Escrow Holder expressly agrees to diligently provide notice to the Parties and their legal counsel, if any, of the deadlines pursuant to this Agreement and of all significant events or actions of a Party affecting the Escrow and the Closing, regardless of whether such event or action affects only one Party. Escrow Holder further agrees to make all reasonable efforts to be responsive to the communications and inquiries of the Parties. Escrow Holder is designated the “real estate reporting person” for purposes of Section 6045 of the Internal -7-
Revenue Code of 1986, as amended, and Treasury Regulation 1.6045-4, and any instructions or settlement statement prepared by Escrow Holder shall so provide. Escrow Holder shall be responsible for filing Form 1099-S with the Internal Revenue Service. The obligations of the Escrow Holder set forth herein are a material part of the consideration given to the Parties in exchange for use of Escrow Holder’s services as described herein.

SECTION 3.3. Initial Deposit.
(a) Upon mutual execution of this Agreement, Buyer shall deliver to Escrow Holder the sum of Forty Thousand Dollars ($40,000.00) (the “Initial Deposit”), which shall be immediately released to Seller.

Notwithstanding anything in this Agreement to the contrary, a portion of the Initial Deposit in the amount of One Hundred Dollars ($100.00) will be nonrefundable in all cases and will be distributed to Seller upon any termination of this Agreement as independent consideration for Seller’s performance under this Agreement (the “Independent Consideration”). Any provision of this Agreement that states that the Initial Deposit or Deposit is to be returned to Buyer means that the Deposit, less the Independent Consideration described in this Section 3.3, is to be returned to Buyer.
(b) The Initial Deposit shall be applied to the Purchase Price at Closing and shall be non-refundable to Buyer, except as provided in Sections

4.1(d), 8.3(a), 13.1(b) ,13.2 and 14.1.

ARTICLE IV
BUYER’S DUE DILIGENCE
SECTION 4.1. Title.
(a) Within five (5) business days after the Opening of Escrow, Buyer will provide Seller with a copy of the preliminary title report for the Property that Buyer used for its independent, pre-transactional title due diligence (“Preliminary Title Report”). The Preliminary Title Report shall be issued by the Title Company and dated as of a date within thirty (30) calendar days of the Opening of Escrow, and shall include legible copies of all documents referenced therein as exceptions to title and a plotted easement map, if applicable and determinable.
(b) The Parties acknowledge that Buyer has already conducted its title review of the Property and satisfied itself with the condition of title as of the Effective Date.
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(c) Before or at the Closing, Seller shall deliver title to the Property at the Closing subject only to the Permitted Exceptions. (d) In the event the Title Company amends or updates the Preliminary Title Report after the Effective Date (each, a “Title Update”), Buyer may elect, in its sole discretion, to furnish Seller with a written statement of title objections to any matter first raised in a Title Update within three (3) business days after its receipt of such Title Update (each, a “Title Update Review Period”). Should Buyer elect not to notify Seller in writing of any matter first disclosed in a Title Update on or prior to the Title Update Review Period, as applicable, Buyer shall, subject to the terms and conditions of this Agreement, be deemed to have approved such matters which shall be considered to be Permitted Exceptions. If Seller receives a timely objection to any Title Update in accordance with this Section above (“Buyer’s Notice”), Seller shall have the right, but not the obligation, within five (5) business days after receipt of Buyer’s Notice (“Seller’s Response Period”), to notify Buyer that it elects to attempt to cure any such matter upon written notice to Buyer (“Seller’s Response”), and may extend the Closing Date for up to ten (10) business days to allow such cure. If Seller does not give any Seller’s Response prior to the expiration of Seller’s Response Period, Seller shall be deemed to have elected not to attempt to cure any such matter. If Seller elects (or is deemed to have elected) not to attempt to cure any title objection raised in any Buyer’s Notice timely delivered by Buyer, or if Seller notifies Buyer that it elects to attempt to cure any such title objection but then does not for any reason effect such cure on or before the Closing Date as it may be extended hereunder, then Buyer, as its sole and exclusive remedy, shall have the option of terminating this Agreement by delivering written notice thereof to Seller. Buyer shall provide Seller such written termination notice within, as applicable, two (2) business days following Buyer’s receipt of a Seller’s Response stating that Seller will not attempt to cure any such title objection; the expiration of Seller’s Response Period if Seller does not deliver a Seller’s Response; or within five (5) business days after Seller’s failure to cure by the Closing Date (as it may be extended hereunder) any title objection which Seller has previously elected to attempt to cure pursuant to a Seller’s Response. In the event of such a termination, Escrow Holder or Seller, as applicable, shall deliver or return to Buyer the Deposit without any written authorization from Seller, and neither Party shall have any further rights or obligations hereunder, except as expressly provided herein. If no such termination notice is timely received by Seller hereunder, Buyer shall be deemed to have waived all such title objections to any Title Update, in which event the matters identified in such Title Update shall become Permitted Exceptions, subject to the terms and conditions of this Agreement. (e) Notwithstanding anything to the contrary in this Agreement, Seller shall, at its sole cost and expense, obtain the full reconveyance, release -9-
or other discharge, of record, at or prior to Closing, of any mortgage, deed of trust, security agreement, financing statement, judgement or tax lien or any other monetary lien or encumbrance encumbering any of the Property, whether voluntary or involuntary (each, a “Lien”) and shall cause the Title Company to issue the Title Policy at Closing without exception for any Liens. In no event shall any Lien be deemed a Permitted Exception.

SECTION 4.2. Physical Due Diligence. Buyer has already conducted its due diligence with respect to the physical condition of the Property and satisfied itself generally therewith, including, but not limited, to the feasibility of using the Property for the Project.

SECTION 4.3. Access.
(a) Notwithstanding the foregoing Section 4.2, from the Effective Date and during the Pendency of Escrow, Seller grants to Buyer and Buyer’s agents, employees, and consultants a nonexclusive license to enter at all reasonable times upon the Property, at their own cost and risk, and so long as they do not unreasonably interfere with Seller’s possession, for the purpose of allowing Buyer to conduct whatever additional surveys and other physical examinations of the Property Buyer deems appropriate; provided, however, that Buyer shall obtain Seller’s prior written consent to conduct invasive testing, which consent shall be in Seller’s sole and absolute discretion. Buyer shall contact Seller to arrange reasonable dates and times for accessing the Property. Seller’s consent to Buyer’s request to access the Property shall not be unreasonably withheld, conditioned, or delayed.
(b) Buyer shall indemnify, defend, and hold Seller free and harmless from all loss and liability (including, without limitation, reasonable attorneys’ fees and court costs) arising from such activities of Buyer and its agents, employees and consultants upon the Property prior to Closing, and from all mechanic’s, material persons’ and other liens resulting solely and directly from any such conduct of Buyer and its agents and employees; provided, however, that Buyer shall have no liability for any loss or damage attributable to (i) the acts or omissions of Seller or Seller’s agents, employees, invitees, or licensees (other than Buyer), or (ii) Buyer’s discovery of any fact, event or condition at the Property in the course of its due diligence investigations of the Property. Buyer shall repair and replace any damage to the Property caused by any entry on and/or examination of the Property by Buyer or Buyer’s agents, employees, and consultants (excluding ordinary wear and tear). Buyer shall not permit or suffer the release or disposal of any Hazardous Substances on the Property prior to Closing. Buyer’s obligations pursuant to this Section 4.3 shall survive the Closing Date and any termination of Escrow.
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SECTION 4.4. Financing. Buyer shall not have any financing contingencies for the transaction contemplated hereunder. However, within fifteen (15) business days of Opening of Escrow, and concurrent with the payment of any Extension Fees, Buyer shall provide Seller written documentation evidencing proof of funds to consummate the purchase of the Property, with the sufficiency of such assurances subject to Seller’s reasonable discretion. The Parties expressly agree that a letter from one of Buyer’s business banks stating that Buyer has sufficient cash on deposit to purchase the Property without any financing shall constitute satisfactory proof of funds, provided that the letter is dated within ten (10) business days of its submission to Seller.

SECTION 4.5. Processing of Approvals.
(a) Buyer shall have the right, at Buyer’s sole cost and expense, to process any and all applications, plans, agreements, documents, and other instruments necessary or appropriate, in Buyer’s reasonable discretion, to obtain Approval of any and all zoning and land use approvals that may be required (including but not limited to any required environmental document or report, and development permit with requisite planning commission and City Council Approval) to develop and improve the Property in accordance with the contemplated Project (the “Governmental Approvals”). After the Opening of Escrow, Buyer shall, at its sole cost and expense, use commercially reasonable efforts to obtain Approval of the Governmental Approvals. Upon obtaining such Governmental Approvals acceptable to Buyer in its sole discretion, Buyer shall promptly deliver, within five (5) business days of receipt, written notice of same to Seller and Escrow Holder. (b) Seller agrees to cooperate reasonably with Buyer, at Buyer’s cost, in pursuing and obtaining the Governmental Approvals; provided, however, that except for the Deposit, in no event shall Buyer be obligated to pay for Seller’s general overhead or outside attorneys’ fees in connection with any such reasonable cooperation or assistance. Seller further agrees that such reasonable cooperation includes, without limitation, executing such documents, applications, plans, agreements, and instruments as Buyer may request which are necessary or, in Buyer’s good faith judgment, appropriate for the processing of the Governmental Approvals. Seller agrees to execute and return such items to Buyer within ten (10) business days after receiving written request for such execution, accompanied by the item to be executed. (c) The Parties expressly acknowledge and agree that Buyer conducted its physical due diligence prior to Opening of Escrow; Buyer does not have any financing contingencies; and the sole purpose of a lengthy Escrow is therefore to accommodate Buyer’s need to obtain the Governmental Approvals or sufficient assurance that such approvals will be forthcoming in order to construct the Project or use the Property for its intended purpose. If, at any time before the Closing, Buyer determines, in its sole discretion, that it -11-
will not be able to obtain the Governmental Approvals or that its request for such approvals has been finally denied, beyond all appeal periods, then within ten (10) business days of such final determination, Buyer shall provide written notice of same to Seller and Escrow Holder, along with indication as to whether Buyer elects to proceed to Closing or terminate Escrow (the “Governmental Approvals Notice”). If Buyer elects to proceed to Closing, then the Closing shall occur (i) on the earlier of the Closing Date and the date that is thirty (30) calendar days from Seller’s receipt of the Governmental Approvals Notice, and (ii) without any reduction in the Purchase Price. If Buyer elects to terminate Escrow, then Buyer shall forfeit the Deposit then paid to Seller as liquidated damages pursuant to Section 14.2 and neither Party shall have any further obligation to the other except as expressly set forth herein. Finally, if, upon the Closing Date or the date of the expiration of any Closing Date Extension, Buyer has not proceeded to Closing because Buyer has not obtained the Governmental Approvals, then Seller may, upon five (5) business days’ prior written notice to Buyer and Escrow Holder, terminate the Escrow, in which event Buyer shall forfeit the Deposit then paid to Seller as liquidated damages pursuant to Section 14.2.

ARTICLE V
CLOSING; PAYMENT OF PURCHASE PRICE
SECTION 5.1. Closing Date. The Closing shall occur on or before the Closing Date, unless otherwise extended pursuant to Section 5.2 below, or by the written agreement of both Parties.

SECTION 5.2. Extended Closing Date. With Seller’s prior written consent, Buyer may have two (2) ninety (90)-calendar day extensions of the Closing Date (each a “Closing Date Extension”). To request a Closing Date Extension, Buyer shall provide written notice to Seller and Escrow Holder (the “Closing Date Extension Request”) not later than thirty (30) calendar days before the then-current Closing Date. The Closing Date Extension Request shall include a status update on Buyer’s progress with the Governmental Approvals. If Seller receives a timely Closing Date Extension Request, then, within ten (10) calendar days after receipt thereof, Seller shall inform Buyer in writing whether Seller grants or denies the Closing Date Extension Request (the “Closing Date Extension Reply”). Seller shall have the right to grant or deny the Closing Date Extension Request in its sole and absolute discretion. If Seller does not timely provide the Closing Date Extension Reply or if Seller elects therein to deny the Closing Date Extension Request, then Buyer shall waive Section 8.1(d) and the Parties shall proceed to Closing by the then-current Closing Date (and Buyer’s failure to timely close shall be considered a default under Section 14.2).

Alternatively, if Seller agrees to grant the Closing Date Extension, then the Closing Date shall be extended ninety (90)-calendar days. Buyer shall release to Seller, through Escrow, the sum of Ninety Thousand Dollars ($90,000.00) (an “Extension Fee”) for each Closing Date Extension granted hereunder. Any and all Extension Fees paid to Seller pursuant to this -12-
Section shall be applicable toward the Purchase Price and deemed to be part of the Deposit, and shall be non-refundable to Buyer, unless otherwise provided herein (including Sections

4.1(d), 8.3(a), 13.1(b), 13.2 and 14.1).

SECTION 5.3. Balance of Purchase Price. On or before the Closing, Buyer shall deposit with Escrow Holder the balance of the Purchase Price, less the Deposit, and Buyer’s share of closing costs and prorations as provided in Article VI below, in immediately available funds.

ARTICLE VI

CLOSING COSTS AND PRORATIONS
SECTION 6.1. Closing Costs. Seller shall pay the CLTA premium for the Title Policy, all City and County documentary transfer taxes, and one-half (½) of Escrow Holder’s escrow fees, in connection with the purchase and sale of the Property. Buyer shall pay all recording costs, one-half (½) of Escrow Holder’s escrow fees, and any additional premium, survey, or other costs for ALTA extended coverage title insurance over and above the CLTA premium costs, in connection with the purchase and sale of the Property. All other Closing costs related to the transaction shall be paid by the Parties in the manner consistent with customary practice for vacant land sales in the County. Escrow Holder shall notify Buyer and Seller in writing of their respective shares of such costs at least five (5) business days before the Closing Date.

SECTION 6.2. Prorations. Real estate taxes and assessments, if any, shall be prorated on the basis of the most recent tax statement for the Property as of 12:01 a.m.

Pacific Time on the Closing Date, on the basis of a 365-day year. At least five (5) business days before the Closing Date, Escrow Holder shall deliver to Seller and Buyer a tentative proration schedule setting forth a preliminary determination of prorations. If any information needed for the proration of any item is not available, the Parties shall re-prorate such item after the Closing and payment shall be made promptly to the Party entitled thereto. After the Closing, Seller shall remain solely responsible for and shall promptly pay before delinquency any real estate taxes and assessments relating to periods before the Closing Date.

SECTION 6.3. Other Property Operating Expenses. Any other operating expenses for the Property, including any association dues and assessments, shall be prorated as of the Closing Date. Seller shall pay all utility charges and other operating expenses attributable to the Property to, but not including the Closing Date, and Buyer shall pay all utility charges and other operating expenses attributable to the Property from and after the Closing Date. To the extent that the amount of actual consumption of any utility services is not determined on the Closing Date, a proration shall be made at Closing based on the last available reading. Seller shall not assign to Buyer any deposits which Seller has with any of the utility services or companies servicing the Property. Buyer shall arrange with such utility services and companies servicing the Property to have accounts opened in Buyer’s name -13-
beginning at 12:01 a.m. on the Closing Date and Seller shall reasonably cooperate to facilitate any transfer of the utility services to Buyer.

The obligations under this Article VI shall survive the Closing.

ARTICLE VII

CLOSING DELIVERIES
SECTION 7.1. Closing Deliveries by Seller. No later than one (1) business day before the Closing Date, Seller shall deposit with Escrow Holder:
(a) The Grant Deed, duly executed by Seller, acknowledged and in recordable form, subject only to the Permitted Exceptions; (b) An Assignment and a General Assignment and Bill of Sale in the form attached hereto as Exhibit “D”, duly executed by Seller (“Bill of Sale”);
(c) Seller’s Non-foreign Affidavit in the form attached hereto as Exhibit “E”, duly executed by Seller (“Non-foreign Affidavit”); (d) A California Form 593C Real Estate Withholding Exemption Certificate, duly executed by Seller (the “Form 593C”); and (e) Such other documents as may otherwise be necessary or reasonably required by Escrow Holder or the Title Company to effect the sale, conveyance and delivery of the Property to Buyer, including, but not limited to an owner’s affidavit, gap indemnity and requisite authority documents.

SECTION 7.2. Closing Deliveries by Buyer. No later than one (1) business day before the Closing Date, Buyer shall deposit with Escrow Holder the following:
(a) Immediately available funds, in accordance with Section 5.3; (b) Buyer’s share of closing costs and cash charges, in accordance with Article VI;
(c) An executed counterpart of the Bill of Sale; and
(d) Such other documents as may be necessary or reasonably required by Escrow Holder to effect the sale, assignment, transfer, conveyance and delivery of the Property to Buyer.
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ARTICLE VIII

CONDITIONS TO CLOSING
SECTION 8.1. Conditions to Buyer’s Obligations. The Closing and Buyer’s obligation to purchase the Property are subject to the satisfaction of the following conditions or Buyer’s written waiver of such conditions on or before the Closing Date:
(a) Seller shall have performed all obligations to be performed by Seller pursuant to this Agreement;
(b) Seller’s representations and warranties herein shall be true and correct in all material respects as of the Closing;
(c) The Property shall be delivered vacant;
(d) Buyer shall have obtained the Governmental Approvals; and (e) The Title Company shall be committed to issue to Buyer, as of the Closing Date, the Title Policy.

Buyer may waive in writing any or all of such conditions at any time during the pendency of Escrow, including prior to Seller’s exercise of its right to terminate this Agreement pursuant to Section 4.5(c), if applicable, in its sole and absolute discretion.

SECTION 8.2. Conditions to Seller’s Obligations. The Closing and Seller’s obligation to sell and convey the Property are subject to the satisfaction of the following conditions or Seller’s written waiver of such conditions on or before the Closing Date:
(a) Buyer shall have performed all obligations to be performed by Buyer pursuant to this Agreement on or before Closing, including, but not limited to, the payment of the Purchase Price; and
(b) Buyer’s representations, warranties and covenants set forth herein shall be true and correct in all material respects as of the Closing.

Seller may waive in writing any or all of such conditions in its sole and absolute discretion.

SECTION 8.3. Payment of Deposits.
(a) In the event the Closing does not occur on or before the Closing Date because of the failure to satisfy or waive any or all of the conditions to Closing set forth in Section 8.1 hereinabove (and not because of a default by Buyer), (i) Escrow and this Agreement shall terminate, (ii) Seller shall promptly pay the Deposit to Buyer, and (iii) Escrow Holder shall immediately -15-
return all other documents, instruments and moneys to the Party that deposited same.
(b) In the event the Closing does not occur on or before the Closing Date because of the failure to satisfy or waive any or all of the conditions to Closing set forth in Section 8.2 hereinabove (and not because of damage or destruction of the Property under Section 13.1(b), a condemnation under Section 13.2 or a default by Seller), Escrow shall terminate, Seller shall retain the Deposit as liquidated damages in accordance with Section 14.2, without additional instructions from Buyer or Seller. Escrow Holder shall immediately return all other documents, instruments and moneys to the Party that deposited the same.

ARTICLE IX

CLOSING
SECTION 9.1. Escrow Holder’s Actions. On or before the Closing Date, when Escrow Holder holds the items required to be deposited by Seller and Buyer as described in Article VII above, the conditions to closing set forth in Article VIII above have either occurred or have been waived by the Party benefitted thereby and Escrow Holder (or the Title Company as applicable) is prepared to issue and deliver to Buyer the Title Policy, Escrow Holder is instructed and authorized to (a) record the Grant Deed in the Office of the County Recorder, (b) pay any transfer taxes, (c) instruct the County Recorder to return the Grant Deed to Buyer, (d) disburse to Seller from the funds deposited into Escrow by Buyer the Purchase Price less Seller’s escrow and cash charges, (e) disburse from funds deposited by Buyer amounts toward payment of all other items chargeable to the account of Buyer hereunder, and disburse the balance of such funds, if any, to Buyer, and (f) deliver to Buyer the Bill of Sale, the Non-foreign Affidavit, the Form 593C, and the Title Policy.

SECTION 9.2. Escrow Cancellation Charges. If the Closing does not occur because of the default of a Party, the defaulting Party shall bear all Escrow Cancellation Charges (if any). If the Closing does not occur for any reason other than the default of a Party, Buyer shall pay any Escrow Cancellation Charges. As used herein, “Escrow Cancellation Charges” means all fees, charges and expenses incurred by Escrow Holder, or third parties engaged by Escrow Holder, as well as all expenses related to the services of the Title Company in connection with the issuance of the Preliminary Report and other title matters by the Title Company.

SECTION 9.3. Conveyance and Possession. On the Closing, Seller shall convey title to the Property to Buyer, subject only to the Permitted Exceptions, and Seller shall deliver to Buyer possession of the Property, free of any leases, tenancies, and occupancies.
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ARTICLE X

REPRESENTATIONS AND WARRANTIES
SECTION 10.1. In General. There are no representations, agreements, arrangements, or circumstances, oral or written, between the Parties relating to the subject matter contained in this Agreement that are not fully expressed in this Agreement, and neither Seller nor Buyer has made or does make any representation or warranty concerning any matter or thing affecting or relating to the Property not expressed in this Agreement.

SECTION 10.2. Representations and Warranties of Seller. Seller makes the following representations, warranties, and covenants to Buyer as of the Effective Date and again as of the Closing Date:
(a) Seller is a political subdivision of the State, duly organized, validly existing and in good standing under the laws of the State. Seller owns the Property in fee simple.
(b) The persons executing this Agreement on behalf of Seller have the right, power, and authority to bind Seller to this Agreement. (c) This Agreement constitutes the legal, valid, and binding obligation of Seller enforceable against Seller in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, and other principles relating to or limiting the rights of contracting parties generally, and specifically laws pertaining to disposition of surplus school property, including, without limitation, the Surplus Property Laws. To Seller’s knowledge, neither this Agreement nor the consummation of any of the transactions contemplated hereby violates or shall violate any provision of any agreement or document to which Seller is a party or by which Seller is bound. No consent from any third party is required before any of the Property may be conveyed to Buyer or, if any such consent is required, Seller will obtain or has obtained the same prior to the Closing (including any board approval or similar approval). (d) To Seller’s knowledge, Seller is not in default under any contract, transaction, agreement, covenant, condition, restriction, lease, easement, encumbrance, or instrument pertaining to the Property. Seller has not received any notice stating that an event has occurred that, with the giving of notice or the passage of time, or both, would constitute a material default under any contract, transaction, agreement, covenant, condition, restriction, lease, easement, encumbrance, or instrument pertaining to the Property. (e) There is no suit, action or arbitration, or legal, administrative, or other proceeding or governmental investigation, formal or informal, including, -17-
but not limited to, eminent domain or condemnation proceeding, proceeding to establish a new assessment district or increase the assessments imposed by an existing assessment district, or zoning change proceeding, pending or, to Seller’s knowledge, threatened in writing, or any judgment or moratorium which affects the Property or would affect Buyer’s ownership of the Property or anticipated development of the Property.
(f) There are no lawsuits, claims, suits, proceedings, or investigations pending or, to Seller’s knowledge, threatened against Seller affecting the Property nor, to Seller’s knowledge, is there any basis for any of the same, and there are no lawsuits, suits or proceedings pending in which Seller is the plaintiff or claimant and which relate to the Property. (g) Seller has made no oral or written commitments or
representations to, or understandings or agreements with, any person, firm or entity or any adjoining property owner which would in any way be binding on Buyer or would interfere with Buyer’s ability to develop and improve the Property with the Project, and Seller shall not make or enter into any such commitment, representations, understandings, or agreements without Buyer’s written consent.
(h) Seller is not bankrupt or insolvent under any applicable federal or state standard, nor has Seller filed for protection or relief under any applicable bankruptcy or creditor protection statute or has been threatened by creditors with an involuntary application of any applicable bankruptcy or creditor protection statute. Seller is not entering into the transactions described in this Agreement with intent to defraud any creditor or to prefer the rights of one creditor over any other.
(i) There are no contracts or agreements for services provided to the Property that will affect the Property following the Closing.

All representations and warranties of Seller in this Agreement are made as of the date of this Agreement and as of the Closing and shall survive the Closing and the recordation of the Grant Deed for a period of three (3) years. Seller shall be in material default hereunder if Seller is unable to make such representations and warranties truthfully as of the Closing Date.

SECTION 10.3. Representations and Warranties of Buyer. Buyer makes the following representations, warranties, and covenants to Seller as of the Effective Date and again as of the Closing Date:
(a) Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of State. Buyer has the right, power, and authority to enter into this Agreement and to perform its -18-
obligations hereunder. The persons executing this Agreement on behalf of Buyer have the right, power, and authority to bind Buyer to this Agreement. (b) This Agreement constitutes the legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, and other principles relating to or limiting the rights of contracting parties generally. This Agreement does not violate any provision of any material agreement or document to which Buyer is a party or by which Buyer is bound.
(c) There are no lawsuits, claims, suits, proceedings, or investigations pending or, to Buyer’s knowledge, threatened against Buyer arising out of or concerning Buyer’s purchase of the Property. Except for unanticipated challenges or appeals to the Governmental Approvals, there are no actions, suits or proceedings pending or, to Buyer’s knowledge, threatened against Buyer which question the legality or propriety of the transactions contemplated by this Agreement.
(d) Buyer has or will have examined the Property as of the Closing Date, is familiar with its physical condition, including, but not limited to, the existence of volcanic rock in the Property’s subsurface, and except as otherwise expressly set forth in this Agreement, Seller has not made and does not make any representations as to the physical condition of the Property or its fitness for a particular purpose.
(e) Buyer has conducted or will conduct, at its sole discretion, an independent investigation with respect to general plan designations, and zoning, ordinances, resolutions, and regulations of all authorities having jurisdiction over the Property and the use and improvement of the Property.

Seller has not made representations to Buyer on any of these matters. (f) Buyer does not have any financing, title, or feasibility contingencies, except as expressly set forth herein.

All representations and warranties of Buyer in this Agreement are made as of the date of this Agreement and as of the Closing, and shall survive the Closing and the recordation of the Grant Deed for a period of three (3) years. Buyer shall be in a material default if Buyer is unable to make such representations and warranties truthfully as of the Closing Date. -19-

ARTICLE XI

ADDITIONAL COVENANTS
SECTION 11.1. Notification by Seller of Certain Matters. During the period before the Closing, either Party shall advise the other as soon as reasonably possible or practical in writing of any material adverse change in the condition of the Property that comes to its attention, the discovery of any fact or event which would render any representation or warranty of such Party in this Agreement untrue or materially misleading, and the receipt of any written notice or other communication from any third person alleging that the consent of such third person is or may be required in connection with the transactions contemplated by this Agreement; provided, however, that the Parties expressly acknowledge that Buyer is pursuing the Governmental Approvals.

SECTION 11.2. No Encumbrance. Seller shall not, directly or indirectly, alienate, mortgage encumber, transfer, option, lease, assign, sell, transfer, or convey its interest or any portion of such interest in the Property or any portion thereof prior to the Closing. Each Party shall timely discharge, before the Closing, any and all obligations relating to work performed on or conducted at or materials delivered to the Property from time to time by such Party, or at such Party’s direction or on its behalf, in order to prevent the filing of any claim or mechanic’s lien with respect to such work or materials.

SECTION 11.3. Cooperation. Seller shall (and Seller shall use its reasonable efforts to cause its consultants, engineers, contractors, and lenders, if any, and any other persons with an interest in the Property to) reasonably cooperate with Buyer in connection with Buyer’s feasibility investigations under this Agreement, provided that such cooperation shall be at no material cost to Seller.

ARTICLE XII

RELEASE FROM LIABILITY
Buyer has fully reviewed the disclaimers and waivers set forth in this Agreement with its counsel and understands the significance and effect thereof. Buyer acknowledges and agrees that the disclaimers and other agreements set forth in this Agreement are an integral part of this Agreement and that Seller would not have agreed to sell the Property to Buyer for the Purchase Price without this disclaimer and other agreements set forth in this Agreement.

Without limiting the generality of the foregoing, but subject to the express representations, warranties and covenants set forth in this Agreement or in the documents to be delivered by Seller at Closing, Buyer, on behalf of itself and its heirs, successors and assigns, hereby expressly waives, relinquishes, acquits, forever discharges and releases any and all past, present or future, fixed or contingent, matured or unmatured, liquidated or unliquidated, claims, causes of action, cross-claims, liabilities, rights, remedies, demands (including letter-demands, notices or inquiries from any person or governmental or quasi- -20-
governmental authority or agency), penalties, assessments, damages, requests, suits, lawsuits, costs (including attorneys’ fees and expenses), actions, administrative proceedings or orders of whatever nature, character, type or description, whenever and however occurring, whether at law or in equity and whether sounding in tort or contract or any statutory or common law claim or remedy of any type (collectively, “Claims”), Buyer or any of its heirs, successors or assigns may now or hereafter have against Seller, whether known or unknown, with respect to the Property and the transactions contemplated by this Agreement, including, without limitation, (a) any latent or patent defect in the improvements and geological conditions of the Property, including, without limitation, subsidence and subsurface conditions; and (b) any past, present or future presence or existence of Hazardous Materials on, under or about the Property or with respect to any past, present or future violations of any rules, regulations, laws, ordinances or policies now or hereafter enacted regulating or governing the use, handling, storage or disposal of Hazardous Materials, including, without limitation (i) any and all rights Buyer may now or hereafter have to seek contribution from Seller under Section 113(f)(i) of the Comprehensive Environmental Response Compensation and Liability Act of 1980 (“CERCLA”), as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C.A. § 9613), as the same may be further amended or replaced by any similar law, rule or regulation, (ii) any and all Claims, whether known or unknown, now or hereafter existing, with respect to the Property under Section 107 of CERCLA (42 U.S.C.A. § 9607) and (iii) any and all rights Buyer may have under any other environmental or health and safety statute, law, rule, regulation, policy or ordinance.

Buyer hereby further agrees as follows:

Buyer acknowledges that there is a risk that subsequent to the execution of the release set forth herein, Buyer may discover, incur, or suffer from Claims which were unknown or unanticipated at the time this Agreement is executed, including, without limitation, unknown or unanticipated Claims which, if known by Buyer on the date this Agreement is being executed, may have materially affected Buyer’s decision to execute this Agreement. Buyer acknowledges that Buyer is assuming the risk of such unknown and unanticipated Claims and agrees that this release applies thereto. Buyer expressly waives the benefits of Section 1542 of the California Civil Code, which reads as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING

THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST

HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR.

Buyer represents and warrants that Buyer has been represented by independent counsel of Buyer’s own choosing in connection with the preparation and review of the release set forth herein, that Buyer has specifically discussed with such counsel the meaning and effect of this release and that Buyer carefully read and understands the scope and effect -21-
of each provision contained herein. Subject to the express representations, warranties and covenants set forth in this Agreement or in the documents delivered by Seller at Closing, Buyer further represents and warrants that Buyer does not rely and has not relied upon any representation or statement made by Seller or any of its representatives, agents, partners, members, employees, attorneys, or officers with regard to the subject matter, basis, or effect of this release.

Buyer represents and warrants to Seller that Buyer has not and shall not assign or transfer or purport to assign or transfer any Claim or Claims or any portion thereof or any interest therein to any party who does not acquire an interest in the Property or this Agreement and agrees to indemnify, defend and hold Seller harmless from and against any Claim or Claims based on or arising out of, whether directly or indirectly, any such assignment or transfer or purported assignment or transfer.

Notwithstanding anything to the contrary contained herein, the releases and waivers contained herein expressly exclude (a) any claim based upon Seller’s alleged fraud and (b) any right Buyer may have to seek to have Seller added as an additional defendant (through an action in impleader or similar procedure) in a personal injury, wrongful death, personal property damage or similar action brought against Buyer by a third party as a result of matters arising prior to Closing in order to establish any liability Seller may have to such third party.

ARTICLE XIII

DAMAGE/DESTRUCTION/CONDEMNATION
SECTION 13.1. Damage or Destruction.
(a) In the event of damage or destruction of the Property or any portion of the Property prior to the Closing Date in an amount not exceeding Five Hundred Thousand Dollars ($500,000.00), Buyer and Seller shall consummate this Agreement without change in the Purchase Price, provided that Seller shall assign to Buyer all of Seller’s rights under any insurance policy covering the damage or destruction and shall indemnify and guarantee Buyer with respect to any costs incurred by Buyer in repairing and restoring the Property that are not paid by the insurance up to the amount of Five Hundred Thousand Dollars ($500,000.00).
(b) In the event of damage or destruction of the Property or any portion of the Property prior to the Closing Date in an amount in excess of Five Hundred Thousand Dollars ($500,000.00), Buyer may elect, in its sole discretion, either to terminate this Agreement upon written notice to Seller and Escrow Holder or to consummate this Agreement, in which event Seller shall assign to Buyer all of Seller’s rights under any insurance policy covering the damage or destruction, but without the indemnity and guarantee provided in -22-
subsection (a) above. If Buyer terminates pursuant to this Section, (i) neither Party shall have any rights or responsibilities to the other, (ii) the Deposit shall be promptly returned to Buyer, (iii) any Escrow Cancellation Charges connected with this termination shall be shared one-half (½) by Buyer and one-half (½) by Seller, and (iv) Escrow Holder shall immediately return all documents, instruments and money to the Party that deposited same.

SECTION 13.2. Condemnation.
(a) If, prior to the Closing Date, all of the Property is taken by eminent domain, or is the subject of a pending taking which has not been consummated, Seller shall immediately notify Buyer of the event. In this event, this Agreement shall be immediately terminated. On termination of this Agreement, (i) neither Party shall have any rights or responsibilities to the other, and (ii) the Deposit shall be promptly returned to Buyer. In this event, any Escrow Cancellation Charges in connection with the termination shall be shared one-half (½) by Buyer and one-half (½) by Seller. (b) If, prior to the Closing Date, a portion but not all of the Property is taken by eminent domain, or is the subject of a pending taking which has not been consummated, Seller shall immediately notify Buyer of this event. Buyer shall then have the right to terminate this Agreement by written notice to Seller delivered within ten (10) business days after Buyer’s receipt of this notice, if Buyer determines, in its sole discretion, that the portion of the Property subject to being taken would materially and adversely affect Buyer’s intended use of the Property. If Buyer elects not to exercise the right to terminate pursuant to this Section, Seller shall assign and deliver to Buyer, and Buyer shall be entitled to receive, all awards, otherwise payable to Seller, for the taking by eminent domain. The Parties shall proceed to the Closing Date pursuant to the terms of this Agreement, except as necessitated by eminent domain action, and without any reduction in the Purchase Price. If Buyer terminates pursuant to this Section, (i) neither Party shall have any rights or responsibilities to the other, (ii) the Deposit shall be promptly returned to Buyer, (iii) any Escrow Cancellation Charges connected with this termination shall be shared one-half (½) by Buyer and one-half (½) by Seller, and (iv) Escrow Holder shall immediately return all documents, instruments and money to the Party that deposited same.
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ARTICLE XIV

REMEDIES
SECTION 14.1. Buyer’s Remedies. If the Closing does not occur by reason of Seller’s default hereunder which is not cured within ten (10) business days after Seller’s receipt of written notice from Buyer of such default, Buyer shall be entitled to elect in its sole discretion, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller, in which event Seller shall return the Deposit to Buyer, (b) waive the condition and proceed to close the transaction without reduction in the Purchase Price, in which event Seller shall have no liability or obligation to Buyer with respect to such condition, or (c) sue Seller for specific performance but in no event shall Buyer be entitled to any claim for damages in any specific performance action. Under no circumstances shall Seller be responsible for any consequential, incidental, or punitive damages. As a condition precedent to Buyer exercising any right it may have to bring an action for specific performance hereunder, Buyer must commence such an action within thirty (30) calendar days after the occurrence of Seller’s default. Buyer agrees that its failure to timely commence such an action for specific performance within such thirty (30) calendar day period shall be deemed a waiver by it of its right to commence an action for specific performance. Buyer agrees to not file a lis pendens against the Property unless an action for specific performance is timely and properly brought hereunder. Notwithstanding anything to the contrary contained herein, nothing in this Section shall limit Buyer’s right to receive reimbursement for attorneys’ fees pursuant to Section 17.15. Buyer expressly and purposefully waives its right to pursue any other remedies to which Buyer may be entitled under this Agreement, at law and/or in equity.

The Parties witness their agreement to this limitation on Buyer’s remedies by initialing this Section 14.1.

Initials of Seller: _____
SECTION 14.2. Seller’s Remedies. If the Closing does not occur solely by reason of Buyer’s failure to proceed with the Closing following the satisfaction or waiver of all conditions to Closing for Buyer’s benefit, and Buyer fails to proceed with Closing within ten (10) business days’ after Buyer’s receipt of written notice from Seller of such failure to proceed with the Closing following the satisfaction or waiver, Seller shall be released from the obligation to sell the Property to Buyer and shall be entitled to receive the Deposit as liquidated damages for this failure as its sole remedy. The Parties agree that it would be impractical or extremely difficult to fix actual damages if Buyer fails to close the Escrow following the satisfaction or waiver of all conditions to Closing for Buyer’s benefit, and that the foregoing amount is a reasonable estimate of these damages and that Seller shall retain the sums set forth in this provision as Seller’s sole and exclusive right to damages. The Parties witness their agreement to this liquidated damages provision by initialing this Section

14.2. Initials of Seller: _____
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ARTICLE XV

REAL ESTATE BROKERAGE COMMISSION
Seller represents and warrants that it has not dealt with or been represented by any brokers or finders in connection with the purchase and sale of the Property. Buyer represents and warrants that it has not dealt with or been represented by any brokers or finders other than Pinnacle Estate Properties, Inc. (“Buyer’s Broker”) in connection with the purchase and sale of the Property, and that Buyer shall pay Buyer’s Broker any and all real estate commissions owed to it pursuant to a separate written agreement. Each Party shall indemnify and hold the other free and harmless from and against all costs and liabilities including, without limitation, attorneys’ fees and the costs and expenses of litigation or other proceedings which may be instituted by any broker, agent, or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the indemnifying Party in connection with this transaction. The Parties further agree that no broker shall be a party to or a thirdparty beneficiary of this Agreement or the Escrow, and that no consent of any broker shall be necessary for any agreement, amendment, or document with respect to the transactions contemplated by this Agreement.

ARTICLE XVI

OPERATION OF PROPERTY THROUGH CLOSING DATE
Seller hereby covenants with Buyer that, before the Closing Date or earlier termination of this Agreement, Seller shall not enter into or amend any lease, service contract or any other agreement or contract materially and adversely affecting or relating to the Property that will survive the Closing Date without the prior written consent of Buyer, which consent may be withheld in Buyer’s sole discretion. Seller shall not permit or suffer the release or disposal of any asphalt/fill material or other Hazardous Substance on the Property.

During the pendency of the Escrow, Seller shall, at Seller’s sole expense: (a) keep its customary property insurance covering the Property in effect until the Closing (provided, however, that the terms of any such coverage maintained in blanket form may be modified as Seller deems necessary); and (b) operate and manage the Property in a manner consistent with Seller’s practices in effect prior to the Effective Date.

ARTICLE XVII

MISCELLANEOUS
SECTION 17.1. No Assignment. Neither Party shall assign this Agreement or its rights and obligations hereunder. Notwithstanding the foregoing, Buyer shall have the one-time right upon prior written notice to Seller to assign its right to purchase the Property to any joint venture entity in which it has a controlling interest, any affiliate in which it has a majority (direct or indirect) interest, any successor by operation of law, any wholly owned -25-
subsidiary, any entity controlled by Buyer or under common control with Buyer and any entity owning all or substantially all of the assets of Buyer (collectively, an “Affiliate”). The term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such controlled person or entity; the ownership, directly or indirectly, of at least fifty-one percent (51%) of the beneficial ownership of, or possession of the right to vote, in the ordinary direction of its affairs, at least fifty-one percent (51%) of the beneficial ownership in, any person or entity shall be presumed to constitute such control. In the event Buyer intends to assign its rights hereunder including to an Affiliate, (a) Buyer shall send Seller written notice of such proposed assignment at least five (5) days prior to Closing, which notice shall include the legal name of the proposed assignee, (b) Buyer and the proposed assignee shall execute a commercially reasonable assignment and assumption of this Agreement, and (c) in no event shall any assignment of this Agreement release or discharge Buyer from any liability or obligation hereunder.

SECTION 17.2. No Modifications. No addition to or modification of any term or provision of this Agreement shall be effective unless set forth in writing and signed by both Seller and Buyer.

SECTION 17.3. Construction of Agreement. Each Party and attorneys for each Party have participated in the drafting and preparation of this Agreement. Therefore, the provisions of this Agreement shall not be construed in favor of or against either Party, but shall be construed as if both Parties equally prepared this Agreement.

SECTION 17.4. Headings. The Article and Section headings herein are used for the purpose of convenience only and shall not be deemed to limit the subject of the Articles or Sections of this Agreement or to be considered in their construction. Unless otherwise specifically referring to another instrument or document, references to “Articles” or “Sections” refer to the Articles and Sections of this Agreement.

SECTION 17.5. Governing Law; Venue. The laws of the State of California shall govern the interpretation, validity, performance, and enforcement of this Agreement. The venue for any arbitration, mediation or other action or proceeding related to enforcement or interpretation of this Agreement shall be the County of Ventura. In the event of any litigation related to this Agreement, the Parties irrevocably submit themselves to the jurisdiction of the Superior Court of Ventura County. Each Party hereby waives and expressly agrees not to assert, in any manner whatsoever, any claim or allegation that it is not personally subject to the jurisdiction of the aforementioned court. The Parties further agree to waive any claim or allegation that the suit, action, or proceeding is either brought in an inconvenient forum or that the venue is improper.

SECTION 17.6. Time of the Essence. Time is of the essence of each and every provision of this Agreement. Unless business days are expressly provided for, all references to “days” herein shall refer to consecutive calendar days. If the Closing Date or any other date or time period provided for in this Agreement is or ends on a Saturday, Sunday or -26-
federal, state or legal holiday, such date shall automatically be extended to the next day which is not a Saturday, Sunday or federal, state or legal holiday.

SECTION 17.7. Successors and Assigns. Subject to the provisions of Section

17.1, all of the provisions of this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Parties.

SECTION 17.8. Further Assurances. Each of the Parties shall execute and deliver any and all additional papers, documents, and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of its obligations hereunder and to carry out the intent of this Agreement. Without limiting the generality of the foregoing and subject to the provisions of Section 11.3 hereof, Seller shall cooperate with Buyer by executing such documents and providing to Buyer or the appropriate Authorities such items as Buyer or the appropriate Authorities may reasonably request, and Seller shall reasonably cooperate under any covenants, conditions and restrictions affecting the Property so as to facilitate Buyer’s development of the Property and the Governmental Approvals, provided such reasonable cooperation entails no material additional cost or expense to Seller.

SECTION 17.9. No Waiver. The waiver by one Party of the performance of any covenant, condition or promise, or of the time for performing any act, under this Agreement shall not invalidate this Agreement nor shall it be considered a waiver by such Party of any other covenant, condition or promise, or of the time for performing any other act required, under this Agreement. The exercise of any remedy provided in this Agreement shall not be a waiver of any remedy provided by law, and the provisions of this Agreement for any remedy shall not exclude any other remedies unless they are expressly excluded.

SECTION 17.10. Severability. If any provision of this Agreement shall become illegal, null or void or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall not be affected thereby and shall remain in force and effect to the full extent permissible by law.

SECTION 17.11. Gender and Number. In this Agreement the masculine, feminine and neuter genders and the singular and the plural include one another, unless the context requires otherwise.

SECTION 17.12. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, representations, negotiations and understandings of the Parties, oral or written, including any letters of intent. The foregoing sentence shall in no way affect the validity of any instrument or document executed by the Parties in the form of the exhibits attached to this Agreement.

SECTION 17.13. Incorporation of Exhibits. All exhibits to this Agreement are incorporated herein by this reference.
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SECTION 17.14. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signatures thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by the other Party. Counterparts may be delivered by facsimile or electronic transmission (such as PDF transmitted by email).

SECTION 17.15. Attorneys’ Fees. If any action or proceeding is instituted to enforce or interpret any provision of this Agreement, the prevailing Party therein shall be entitled to recover its reasonable outside attorneys’ fees and costs from the losing Party.

Notwithstanding the generality of the foregoing, the Parties expressly agree that if Buyer is determined by a court of competent jurisdiction to be the prevailing party entitled to attorneys’ fees, the calculation for Seller’s reimbursement of such fees shall be performed using the then-current public agency hourly rate paid by Seller. For the avoidance of doubt, the purpose of this clause is to limit the amount of public funds used to pay a private entity’s attorneys’ fees. Nothing herein shall prohibit Buyer from using the attorney of its choice for any legal matters related to this Agreement, nor affect Seller’s obligation to pay all or a portion of Buyer’s attorneys’ fees subject to the conditions and limitations set forth in this Section 17.15.

SECTION 17.16. Notices. Any notice to be given hereunder to either Party or to Escrow Holder shall be in writing and shall be given either by (i) personal delivery (including express or courier service), (ii) electronic mail, provided that the party follows up such electronic mail delivery with delivery by another method set forth in this Section, or (iii) by registered or certified mail, with return receipt requested, postage prepaid and addressed as follows:
(a) If to Seller: Conejo Valley Unified School District 750 Mitchell Road
Newbury Park, California 91320
Attention: Dr. Victor P. Hayek, Deputy
Superintendent
Telephone: (805) 498-4557, ext. 7502
Email: [email protected]
With copies to: Myers, Widders, Gibson, Jones &
Feingold, L.L.P.
5425 Everglades Street
Ventura, California 93003
Attention: Jacquelyn D. Ruffin, Esq.

Telephone: (805) 644-7188
Email: [email protected]
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(b) If to Buyer: ARC Investment Group, LLC
c/o Perspective Law Group, P.C.
11100 Santa Monica Blvd., Suite 780
Los Angeles, CA 90025
Attention: Mr. Lindsay Jones
Email: [email protected]
With a copy to: Perspective Law Group
11100 Santa Monica Boulevard, Suite 780
Los Angeles, California 90025
Attention: Jason R. Morgan, Esq.

Telephone: (424) 371-6730
Email: [email protected]
(c) If to Escrow Holder Chicago Title Company
725 South Figueroa Street, Ste. 200
Los Angeles, California 90017
Attention: Ms. Patricia Schlageck
Telephone: (213) 488-4358
Email: [email protected]
(d) If to Title Company: Chicago Title Company
725 South Figueroa Street, Ste. 200
Los Angeles, California 90017
Attention: Mr. Mike Slinger
Telephone: (213) 612-4131
Email: [email protected]
Either Party may, by written notice to the other and to Escrow Holder, designate a different address which shall be substituted for the one specified above. Any such notice shall be deemed to have been delivered upon its receipt or upon the second attempt at delivery or refusal to accept delivery, as evidenced by the regular records of the person or entity attempting delivery.

SECTION 17.17. Relationship of Parties. The Parties agree that their relationship is that of Seller and Buyer, respectively, and that nothing contained herein shall make either Party the fiduciary of the other for any purpose whatsoever, nor shall this Agreement be deemed to create any form of business organization between the Parties, including, without limitation, a joint venture or partnership, nor is either Party granted any right or authority to assume or create any obligation or responsibility on behalf of the other Party, nor shall either Party be in any way liable for any debt of the other.

SECTION 17.18. Survival. The agreements, representations, covenants and warranties of the Parties contained herein shall survive the Closing and the delivery of the Grant Deed for a period of three (3) years.
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SECTION 17.19. Exclusivity. Seller and Buyer understand and agree that Seller shall have the right to continue to market the Property and/or to negotiate with other potential buyers of the Property until the expiration or termination of this Agreement at which time Seller shall have all such rights. Seller shall not accept any back-up offers after the Effective Date.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

SELLER:

CONEJO VALLEY UNIFIED SCHOOL
DISTRICT, a political subdivision of the State of
California
By:_____________________________________
Dr. Mark W. McLaughlin, Superintendent
By:_____________________________________
Dr. Victor P. Hayek, Deputy Superintendent
BUYER:

EXHIBIT A-1

LEGAL DESCRIPTION OF PROPERTY
APNs 667-0-080-015 and 667-0-080-035
Lot 2 of Tract No. 4823-2, in the City of Thousand Oaks, County of Ventura, State of California, as per Map recorded in Book 125, Page 48 through 50 of Maps, in the office of the County Recorder of said County.

EXHIBIT A-2

SITE LOCATION / AERIAL PHOTOGRAPH
EXHIBIT A-3

SITE DIAGRAM

EXHIBIT B

GRANT DEED TEMPLATE (DRAFT FORM ONLY)

RECORDING REQUESTED BY
AND WHEN RECORDED, MAIL TO:

Perspective Law Group, P.C.
11100 Santa Monica Blvd., Suite 780
Los Angeles, CA 90025
Attn: Jason R. Morgan
AND MAIL TAX STATEMENTS TO:

ARC Investment Group, LLC
P.O. Box 17778
Irvine, California 92632
Attention: Mr. Lindsay Jones
Escrow No.:

APNs 667-0-080-015 and 667-0-080-035 Space Above for Recorder's Use Only

GRANT DEED
The undersigned grantor declares:

DOCUMENTARY TRANSFER TAX is: as computed on the
full value of the property conveyed, and
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CONEJO VALLEY UNIFIED SCHOOL DISTRICT, a political subdivision of the State of California, does hereby grant to, ARC INVESTMENT GROUP, LLC, a California limited liability company, the real property in the City of Thousand Oaks, State of California, as shown on Exhibit “A” attached hereto and incorporated herein by reference, and commonly known as 2498 Conejo Center Drive, Thousand Oaks, California 91320, together with all appurtenant improvements, rights, easements, tenements and estates.

Dated:

CONEJO VALLEY UNIFIED SCHOOL DISTRICT, a
political subdivision of the State of California
By:

Dr. Mark W. McLaughlin, Superintendent
By:

Dr. Victor P. Hayek, Deputy Superintendent

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

STATE OF CALIFORNIA }
}S.S.

COUNTY OF _________________ }
On ________________, before me, _______________________________, a Notary Public in and for said County and State, personally appeared, _______________________________ and _________________________________ 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: ___________________________________
(Notary Seal)
EXHIBIT “A” TO GRANT DEED
APNs 667-0-080-015 and 667-0-080-035
Lot 2 of Tract No. 4823-2, in the City of Thousand Oaks, County of Ventura, State of California, as per Map recorded in Book 125, Page 48 through 50 of Maps, in the office of the County Recorder of said County.

EXHIBIT C

HAZARDOUS SUBSTANCES
The term “Hazardous Substance” as used in this Agreement shall include, without limitation, any substance, chemical, compound, waste, material or mixture which is (or which contains or is the decomposition product of any substance, chemical compound, or mixture which is):
(i) a “Hazardous Substance”, “Hazardous Material”, “Hazardous Waste”, or “Toxic Substance” under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801, et seq., or the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901, et seq.;
(ii) an “Extremely Hazardous Waste”, a “Hazardous Waste”, or a “Restricted Hazardous Waste”, under §§ 25115, 25117 or 25122.7 of the California Health and Safety Code, or is listed or identified pursuant to §§ 25140 or 44321 of the California Health and Safety Code;
(iii) a “Designated Waste” under California Water Code § 13173; (iv) a “Hazardous Material”, “Hazardous Substance”, “Hazardous Waste”, “Toxic Air Contaminant”, or “Medical Waste” under §§ 25281, 25316, 25317, 25501, 25501.1, 25023.2 or 39655 of the California Health and Safety Code; (v) “Oil” or a “Hazardous Substance” listed or identified pursuant to § 311 of the Federal Water Pollution Control Act, 33 U.S.C. § 1321, as well as any other hydrocarbonic substance, by-product or waste;
(vi) listed or defined as a “Hazardous Waste”, “Extremely Hazardous Waste”, or an “Acutely Hazardous Waste” pursuant to Chapter 11 of Title 22 of the California Code of Regulations;
(vii) listed by the State of California as a chemical known by the State to cause cancer or reproductive toxicity pursuant to § 25249.8(a) of the California Health and Safety Code;
(viii) a material which due to its characteristics or interaction with one or more other substances, chemical compounds, or mixtures, damages or threatens to damage, human or animal health, public or worker safety, or the environment, or is required by any law or public agency to be remediated, including remediation which such law or public agency requires in order for the property to be put to any lawful purpose; (ix) any material the presence of which would require remediation pursuant to the guidelines set forth in the State of California Leaking Underground Fuel Tank Field Manual, whether or not the presence of such material resulted from a leaking underground fuel tank; (x) pesticides regulated under the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et seq.;
(xi) radon, asbestos, PCBs, and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq. or other applicable laws; (xii) any radioactive material including, without limitation, any “source material”, “special nuclear material”, “by-product material”, “low-level wastes”, “high-level radioactive waste”, “spent nuclear fuel” or “transuranic waste”, “special waste” and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act, 42 U.S.C. §§ 2011 et seq., the Nuclear Waste Policy Act, 42 U.S.C. §§ 10101 et seq., or pursuant to the California Radiation Control Law, California Health and Safety Code §§ 25800 et seq.;
(xiii) industrial process and pollution control wastes, whether or not “hazardous” within the meaning of the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq. or the Hazardous Waste Control Act, California Health and Safety Code §§ 25100 et seq.;
(xiv) regulated under the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et seq., or the California Occupational Safety and Health Act, California Labor Code §§ 6300 et seq.;
(xv) regulated under the Clean Air Act, 42 U.S.C. §§ 7401 et seq. or pursuant to Division 26 of the California Health and Safety Code; and/or (xvi) any condition or circumstance in violation of the applicable law, including without limitation one which constitutes a material nuisance, waste, trespass or which results in objectionable odors, dust or otherwise adversely and materially impacts use of the subject real property.

EXHIBIT D

GENERAL ASSIGNMENT AND BILL OF SALE
This General Assignment and Bill of Sale (“Assignment”) is made as of __________, by and between CONEJO VALLEY UNIFIED SCHOOL DISRICT, a political subdivision of the State of California (“Assignor”), and ARC INVESTMENT GROUP, LLC, a California limited liability company (“Assignee”).

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby sells, conveys, grants, delivers, transfers and assigns to Assignee, without representation or warranty of any kind whatsoever, all of Assignor’s right, title and interest in, to and under any and all of the following items, to the extent that they are related to that certain Property located at 2498 Conejo Center Drive, in the City of Thousand Oaks, County of Ventura, State of California, which is more particularly described in Exhibit A attached hereto and incorporated herein by this reference (“Property”):
(a) All governmental zoning, use, occupancy and operating permits, development agreements and entitlements, and all other government permits, licenses, approvals, and certificates obtained in connection with the Property;
(b) All plans and specifications and other architectural and engineering drawings for buildings, structures and fixtures located on the Property, whether existing or anticipated. (c) Any guaranties and warranties in effect with respect to any portion of the Property as of the date hereof.

Assignee hereby accepts the foregoing assignment of the interests described herein above This Assignment may be executed in counterparts, each of which shall be an original and all of which counterparts taken together shall constitute one and the same agreement.

The provisions of this Assignment shall be binding upon and shall inure to the benefit of the successors and assigns of Assignor and Assignee, respectively.

ASSIGNOR:

CONEJO VALLEY UNIFIED SCHOOL DISTRICT, a
political subdivision of the State of California
By:

Dr. Mark W. McLaughlin, Superintendent
By:

Dr. Victor P. Hayek, Deputy Superintendent

EXHIBIT A TO GENERAL ASSIGNMENT AND BILL OF SALE
APNs 667-0-080-015 and 667-0-080-035
Lot 2 of Tract No. 4823-2, in the City of Thousand Oaks, County of Ventura, State of California, as per Map recorded in Book 125, Page 48 through 50 of Maps, in the office of the County Recorder of said County.

EXHIBIT E

NON-FOREIGN AFFIDAVIT
Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee of an U.S. Property interest must withhold tax if the transferor is a foreign person.

To inform the transferee that withholding of tax is not required upon the disposition of an U.S. Property interest by CONEJO VALLEY UNIFIED SCHOOL DISTRICT, a political subdivision of the State of California (“Transferor”), the undersigned certifies the following on behalf of Transferor:
(i) Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);
(ii) Transferor’s U.S. employer identification number is 95-2868899; and (iii) Transferor’s office address is 1400 East Janss Road, Thousand Oaks, California 91362.
(iv) Transferor understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury, I declare that I have examined this certification, to the best of my knowledge and belief it is true, correct, and complete. I further declare that I have authority to sign this document on behalf of Transferor.

Dated: _
CONEJO VALLEY UNIFIED SCHOOL DISTRICT, a
political subdivision of the State of California
By:

Dr. Mark W. McLaughlin, Superintendent
By:

Dr. Victor P. Hayek, Deputy Superintendent
“Transferor”

EXHIBIT F

ESCROW HOLDER ACKNOWLEDGEMENT AND ACCEPTANCE
Chicago Title Company hereby acknowledges that it has received a fully-executed counterpart of the foregoing Purchase and Sale Agreement and Joint Escrow Instructions (the “Agreement”) and agrees to act as Escrow Holder under the Agreement and to be bound by and perform the terms thereof as such terms apply to Escrow Holder, including, but not limited to, the provisions of Section 4.2 of the Agreement.

The date of Opening of Escrow is .

The Escrow No. for this transaction is .

CHICAGO TITLE COMPANY
By:_____________________________________
Ms. Patricia Schlageck, Escrow Officer

-3-

EXHIBIT A

AR000001
AR000002
AR000003

DECLARATION OF JOSE AGUILAR IN SUPPORT OF PETITIONER’S MOTION FOR

PRELIMINARY INJUNCTION
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ANDREA K. LEISY, SBN 206681
VERONIKA S. MORRISON, SBN 333288

REMY MOOSE MANLEY, LLP
555 Capitol Mall, Suite 800
Sacramento, CA 95814
Telephone: (916) 443-2745
Facsimile: (916) 443-9017
Email: [email protected]
[email protected]
Attorneys for Petitioner and Plaintiff
G.I. INDUSTRIES dba WASTE MANAGEMENT

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF VENTURA
G.I. INDUSTRIES, a Utah corporation, dba

WASTE MANAGEMENT,
Petitioner and Plaintiff,
v.

CITY OF THOUSAND OAKS; CITY OF
THOUSAND OAKS CITY COUNCIL; and DOES
1 through 10, inclusive,
Respondents and Defendants,
Case No. 56-2021-00553340-CU-WM-VTA
[Related to Case Nos.
56-2021-00554581-CU-WM-VTA and
56-2021-00556158-CU-BT-VTA]

DECLARATION OF JOSE AGUILAR IN
SUPPORT OF PETITIONER’S MOTION

FOR PRELIMINARY INJUNCTION
[California Environmental Quality Act
(CEQA case) (Pub. Resources Code, § 21000
et seq.); Cal. Code Civ. Proc., § 1094.5
(alternatively § 1085).]
ASSIGNED FOR ALL PURPOSES TO:

Hon. Ronda McKaig
Dept.: 41
Motion for Preliminary Injunction Hearing:

Date: September 27, 2021
Time: 8:30 a.m.

Reservation No.: 2581891
Action filed: April 16, 2021
ARAKELIAN ENTERPRISES, INC., a California
corporation, dba ATHENS SERVICES;
TIMOTHY FINNIGAN, an individual; SPP 13,
LLC, a California corporation; GENERAL
TELEPHONE CO.; and ROES 1 through 10,
inclusive,
Real Parties in Interest.

Ventura Superior Court Accepted throu
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I, Jose Aguilar, declare as follows:

1. I am an employee of G.I. Industries, dba Waste Management (“WM”), the Petitioner in this action. I have personal knowledge of the matters set forth in this declaration, and if called upon to testify to those matters, I could and would so testify.

2. I am employed as a Commercial driver by WM where I have worked since 2017. My duties include collection of commercial municipal solid waste and recycling and customer relations within WM’s service area of Thousand Oaks. I am based out of WM’s facility located in west Simi Valley, California.

3. My family and I live within the City of Santa Paula, approximately four (4) miles from Athens’s new proposed Hauling and Processing facility at 905 Corporation Street, off Calpipe Road and Highway CA-126 (the “Corporation Street Site”).

4. Based on information and belief, it is my understanding from the information contained in Athens’s October 15, 2020, response to the City of Thousand Oaks Request for Proposals for Residential and Commercial Solid Waste, Recyclable Material, and Organic Waste Collection Services (“Athens’ Proposal”), that Athens proposes to construct a large Hauling and Processing Facility at the Corporation Street Site to serve the City of Thousand Oaks as part of the Exclusive Franchise Agreement approved by the City Council on March 9, 2021.

5. Athens’ Proposal details the demolition and new construction at the Corporation Street Site to service the Exclusive Franchise Agreement, including the construction of a new:

Ɣ 23,500 square foot (“sf”) Processing/Transfer Facility; Ɣ 10,240 sf maintenance building;
Ɣ 4,000 sf Office/Parts/Dispatch Building;
Ɣ Collection Truck Parking Area with 81-parking spaces; Ɣ Secure yard/bin storage area;
Ɣ Compressed Natural Gas (“CNG”) re-fueling station to be used by Athens’ trucks as well as the public; and
Ɣ Demolition of 48,360 sf of existing buildings.

6. Athens’ Proposal also references use of a second, approximately one-acre parcel, also located in the City of Santa Paula at 121 N. Ojai Street. This parcel is referred to in Athens’ Proposal as Ventura Superior Court Accepted throu
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a “Hauling Yard” or “Athens Santa Paula Yard” (the “Ojai Street Site”). Residential homes surround the Ojai Street site.

7. I frequently travel within the City of Santa Paula for personal business and to visit friends and family. I also travel between the City of Santa Paula and neighboring jurisdictions, including the City of Thousand Oaks, for personal business and through my employment with WM.

The highways I use regularly for business and personal use include State Route 126, State Route 118, State Route 23, U.S. Highway 101, Interstate 405 and Interstate 5 (collectively the “Highways”).

8. Based on information and belief, buildout and use of the Corporation Street Site, will result in a large increase in new truck trips (30-40) which will depart at the same time on collection days and which will use some local roadways and Highways that are not currently used to service the City’s collection needs.

9. The increased truck trips from construction and operation of the Corporation Street Site will potentially cause more accidents between slow moving construction and collection trucks and passenger car vehicles. As trucks travel westbound on SR-126, for example, they must exit at South Peck Road and travel along Faulkner Road - past the Ventura College East Campus – turn left on Todd Lane, and left again on Calpipe Road, in order to access the Corporation Street Site. Trucks traveling eastbound on SR-126 will also result in an increase in truck traffic and potential safety hazards with passenger cars, including on South Peck Road in order to access the Corporation Street Site. Lastly trucks traveling from the Corporation Street Site to the City of Thousand Oaks would likely use SR-126 to SR-118 through Saticoy along already congested local roadways (e.g., E. Vineyard Ave and Central Ave) to reach Highway 101 south to Thousand Oaks.

10. In my experience, SR-126 and the roadways and intersections required to access the Corporation Street Site for construction and operational use are already congested with regular bumper to bumper traffic during peak a.m. and p.m. periods and drivers who do not obey the speed limits.

11. In my experience, traffic is also heavily congested during peak periods on other roadways and the Highways that would be used by Athens’ collection trucks and employees to service the Franchise Agreement in the immediate future until the Corporation Street Site, or other site, is completed.

Ventura Superior Court Accepted throu
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12. Based on information and belief, until the Corporation Street Site builds out, Athens’ collection trucks to serve Thousand Oaks will be stored at either its Sun Valley Materials Recovery Facility located at 12303 Montague Street, Pacoima, or at the Crown Recycling Services facility located at 9147 De Garmo Ave in Sun Valley. Both sites are approximately forty (40) miles away from the City of Thousand Oaks – a roughly one-hour drive, each way, under usual traffic conditions.

13. The departure of an estimated 30-40 collection trucks around the same time on each collection day for the City of Thousand Oaks will result in potentially significant traffic, traffic safety and noise impacts along local roadways in Sun Valley and/or Pacoima as well as I-5, SR-118, and SR 23, including on roadways and routes not currently used by WM trucks to service the City.

14. Implementation of the Franchise Agreement with Athens will, therefore, in my opinion and experience, exacerbate existing traffic congestion, safety and noise conditions along the Highways as well as at intersections and on local roads within the City of Santa Paula. Traffic congestion, along with its related air quality impacts, traffic safety, and noise are issues of concern to me and my family in and around the City of Santa Paula.

15. As a resident with family and friends living within Santa Paula, the threat of construction and operation of the Corporation Street Site, along with use of the Ojai Street Site and other new facilities proposed by Athens, worries me greatly.

16. I am concerned that allowing the Project to go forward without environmental review will adversely impact the quality of life for the families in my neighborhood, including my own, by exacerbating our existing community health issues and potentially causing new ones. I am also concerned with new noise impacts that will result from Athens’ collection trucks using routes that are not currently used by WM trucks, including roadways within Santa Paula and Interstate-5, Interstate405 and Highway-101.

17. Allowing the City and Athens to implement the Exclusive Franchise Agreement without conducting any environmental review as required by CEQA will have impacts on the health, safety, and quality of life of the people living and working in Santa Paula, including my fellow WM coworkers, my family, and myself.

Ventura Superior Court Accepted throu
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Ventura Superior Court Accepted through eDelivery submitted 09-02-2021 at 03:42:39 PM DECLARATION OF DOUGLAS E. CORCORAN IN SUPPORT OF PETITIONER’S MOTION

FOR PRELIMINARY INJUNCTION
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ANDREA K. LEISY, SBN 206681
VERONIKA S. MORRISON, SBN 333288

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF VENTURA
G.I. INDUSTRIES, a Utah corporation, dba

WASTE MANAGEMENT,
Petitioner and Plaintiff,
v.

CORCORAN IN SUPPORT OF
PETITIONER’S MOTION FOR

PRELIMINARY INJUNCTION
[California Environmental Quality Act
(CEQA case) (Pub. Resources Code, § 21000
et seq.); Cal. Code Civ. Proc., § 1094.5
(alternatively § 1085).]
ASSIGNED FOR ALL PURPOSES TO:

Hon. Ronda McKaig
Dept.: 41
Motion for Preliminary Injunction Hearing:

Date: September 27, 2021
Time: 8:30 a.m.

Ventura Superior Court Accepted throu
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2 DECLARATION OF DOUGLAS E. CORCORAN IN SUPPORT OF PETITIONER’S MOTION

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I, Douglas E. Corcoran, hereby declare as follows:

1. The facts set forth in this declaration are based upon my personal knowledge. If called upon as a witness, I could and would testify as to these facts.

2. I make this declaration in support of G.I. Industries’, dba Waste Management (“WM’s”), Motion for Preliminary Injunction in this matter.

3. I have over 34 years’ experience in the waste management collection and disposal business in Ventura County and Los Angeles County. As a Vice President of G.I. Industries, dba WM, and as Director of Disposal Operations, I am responsible for management of the municipal contracts in Southern California including supervision of the public services sector team. I have been employed by Waste Management since 1987. I have held various management roles overseeing hauling/collection operations, landfill operations, development of material recovery facilities in Azusa and the Sun Valley Recycling Park (“SVRP”), and development/execution of business strategy and annual budget plans.

My team manages over 80 contracts throughout Southern California, including for the City of Thousand Oaks (the “City”).

4. I served as WM’s contact to the City as part of WM’s October 15, 2021, submittal in response to the Request for Proposals for Residential and Commercial Solid Waste, Recyclable Material, and Organic Waste Collective Services (“WM’s RFP Response”). I reviewed the City’s RFP and assisted with preparation of the WM’s RFP Response and WM’s participation in the RFP process, including participating in the interview conducted by the City and responding to additional information requested by the City.

5. The City’s collection and processing of municipal solid waste (“MSW”), recyclables, and organic waste are currently provided through exclusive franchise agreements with WM and Newbury Disposal Company, aka E.J. Harrison and Sons, Inc. (“Harrison”). Commercial service in the City is provided by WM. WM provides approximately 80% of the City’s residential service while Harrison collects roughly 20% of the City’s residential service.

6. WM currently stores and maintains the collection trucks used to service Thousand Oaks at its Collection Operations Yard, located at 195 West Los Angeles Ave in Simi Valley, approximately

10.6 miles from Thousand Oak’s City Center. WM’s collection trucks use Compressed Natural Gas Ventura Superior Court Accepted throu
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(“CNG”) and refuel each day at the Collection Operations Yard. WM’s trucks do not need to refuel midday because of the advanced “slow fill” refueling system used at WM’s Simi Valley yard. WM’s established supply chain ensures that all CNG fuel is Renewable Natural Gas (“RNG”).

7. WM currently direct-hauls all material collected within the City under its franchise agreements to the Simi Valley Landfill and Recycling Center (“SVLRC” or “Simi Valley Landfill”), located at 2801 Madera Road, Simi Valley – and 10.3 miles from the City center, for processing, disposal and consolidation, depending on the material type. MSW is disposed of in the Landfill. Green waste, including mixed green and food waste, is delivered to the Green Waste pre-processing pad, where it is cleaned and ground by Agromin and transferred via transfer truck and trailers to their established composting operations in Ventura County.

8. Commingled recyclables from Thousand Oaks are also currently direct hauled to the Simi Valley Landfill. Once processed, commingled recyclables are loaded into a transfer truck/trailer load (equal to roughly 2.5 Collection Vehicle loads) and transferred to WM’s Sun Valley Recycling Park (“SVRP”) in Sun Valley or to Gold Coast Recycling and Transfer Station located in Ventura for processing and marketing into recyclable markets. By consolidating loads from Thousand Oaks at the Simi Valley Landfill into transfer trailers bound for these facilities, WM keeps collection trucks off already congested SR-118 and I-5, among other routes, that would otherwise be required to transport Thousand Oaks’ material.

9. A food waste pre-processing pad is also available for use at the Simi Valley Landfill.

When source separated food-waste is received at the Simi Valley Landfill pre-processing pad, it will be processed and then loaded into transfer trailers for delivery to WM’s Sun Valley Recycling Park in Sun Valley. At the SVRP food waste will be further pre-processed using equipment known as the OREX into an organic-rich paste that is transferred to an anaerobic digester owned and operated by Anaergia.

Anaergia converts food waste into RNG. WM proposed this process to Thousand Oaks in its RFP in anticipation of compliance with SB 1383 beginning January 1, 2022.

10. WM’s use of the Simi Valley Landfill therefore reduces the number of collection trucks that would otherwise use local roadways, State Route-118 and Interstate-5 to transport material to other landfills or to Sun Valley. Use of the Collection Operations Yard for storage and maintenance of Ventura Superior Court Accepted throu
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WM’s truck fleet also reduces the number of collection truck trips, travel time, noise and associated emissions as trucks need only travel 1.3 miles from the Simi Valley Landfill to park for the night after dumping their last loads of the day. Conversely, under the adopted Exclusive Franchise Agreement with Athens, there would be approximately 37 collection vehicles traveling to/from Sun Valley and Thousand Oaks on a daily basis.

11. Exclusive franchise agreements have been in place with WM and Harrison in various forms since 1998. As stated in the March 9, 2021, staff report, and prior to the approvals at issue, the City had not previously ever issued an RFP or initiated a bidding process for an exclusive solid waste franchise to operate in Thousand Oaks.

12. I attended and spoke at the City Council hearing on March 9, 2021, where WM and Harrison were thanked by Councilmember Adam and others for their many years of service to the City and for doing a “good job.”

13. Based on my experience negotiating exclusive franchise agreements in Ventura and Los Angeles counties, the Exclusive Franchise Agreement (Contract No. 12672-2021) with Athens adopted by the City includes service rates for performing the obligations under the Exclusive Franchise Agreement, including among other things, MSW, organics and recyclable materials services, new trucks, new containers and new infrastructure that do not reflect the actual cost of doing business under the commitments made in the Exclusive Franchise Agreement. I wrote a letter to the City and testified at the March 9, 2021, City Council hearing to this effect.

14. Additional misrepresentations were made to the City by Athens’ representatives, such as the ability to “immediately expand” the “Santa Paula Hauling Yard” at 905 Corporation Street (as identified in Athens’ RFP response), in the City of Santa Paula, to accommodate parking and maintenance for Athens’ new collection trucks needed to serve Thousand Oaks.

15. Athens’ misrepresentations to the City have caused a loss of goodwill towards WM by City representatives and residents and has harmed WM’s reputation by also inferring that WM has charged too much for its services over the years.

16. As explained in WM’s RFP Response, employee turnover continues to be a concern in the environmental services industry due to high demand for our skilled workers – especially truck Ventura Superior Court Accepted throu
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drivers, route managers, and maintenance technicians. The American Trucking Association estimates a shortfall of 174,000 drivers by 2026.

17. There is currently a critical shortage of truck drivers in Southern California due to an aging workforce and COVID-19. The shortage of drivers extends to those who are qualified to drive WM’s collection trucks for purposes of collecting municipal solid waste, recyclables, green/organic waste and other materials. WM therefore strives to be a workplace of choice through competitive pay, solid benefits, and by providing opportunities for promotion and growth from within our company’s ranks.

18. WM’s drivers, route managers, and maintenance workers are the backbone of its daily operations. Without our drivers, WM would be unable to successfully fulfill the terms of its franchise agreements. Because the same drivers service the same neighborhoods day after day, year after year, they have become welcome and trusted members of the communities they serve.

19. Waste Management makes sure our drivers and other skilled workers have the training necessary to provide best-in-class service. Waste Management offers a wide array of continuous training opportunities designed to help employees maximize their effectiveness at their jobs and safety, including Waste Management’s Mission to Zero safety rules, procedures, vehicle inspections, safe lifting, and Department of Transportation-required safety curriculum

20. It is my understanding that since approval of the Exclusive Franchise Agreement at issue, Athens has, and continues to, actively attempt to hire away WM drivers for immediate employment by: (a) offering free coffee and pastries to WM drivers at the entrance to the Simi Valley Landfill while those drivers were on duty; (b) periodically following WM drivers while they complete their collection routes through the City, attempting to talk with them about working for Athens; and (c) initiating direct contact with at least one current WM route manager for Thousand Oaks, a relief driver, a maintenance technician, and a lead driver, even showing up at the lead driver’s home in late August – all in an attempt to immediately hire WM’s valued employees to WM’s detriment.

21. On August 31, 2021, one of WM’s best relief drivers, J. Garcia, gave WM notice that he accepted a new position with Athens to service Thousand Oaks effective as of September 3, 2021.

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22. My understanding is that of the approximately 30 drivers historically employed by WM to service the City’s agreements, WM anticipates potentially losing up to 30% of its drivers due to uncertainty surrounding the Exclusive Franchise Agreement and the outcome of this litigation. Worst case, WM may lose up to 50% before the Exclusive Franchise Agreement effective date of January 1, 2022.

23. The loss of drivers will frustrate WM’s ability to continue servicing the existing agreements with Thousand Oaks by creating additional logistical staffing challenges to cover those who depart, either by having to hire and train new drivers, or by reassigning existing WM drivers who already have assigned routes in other areas. The shortage of drivers in Southern California exacerbates WM’s ability to quickly hire new qualified replacement drivers.

24. Furthermore, even if WM were to quickly hire new qualified replacement drivers, WM has a comprehensive training program to help employees maximize their effectiveness at their jobs and provide best-in-class safe services before being put on a service route. All new WM drivers participate in a two-week immersion training experience, where they learn WM’s Mission to Zero safety rules, procedures, vehicle inspections, safe lifting, and Department of Transportation-required safety curriculum. Following the successful completion of in-classroom training, each driver begins a comprehensive on-the-road training program that includes specific instructions on how to effectively and safely operate our equipment over a 3-5 week period. After the training period, management personnel continue to conduct regular and random observations to enforce strict adherence to our safety and service standards. Therefore, the loss of our experienced drivers caused by Athens’ poaching of our drivers prior to the January 1, 2022 start date would have a tremendous, detrimental impact on our ability to provide services to the City through the end of the contract term.

25. WM intends to reassign its existing drivers who currently serve Thousand Oaks to other locations as needed in the event the transition to Athens proceeds as of January 1, 2022. This could result in longer commutes for some WM drivers and possibly longer hours. These factors may induce drivers to change their place(s) of residence, thereby possibly making their employment with WM less desirable. I expect WM to lose more drivers if the Exclusive Franchise Agreement takes effect on January 1, 2022.

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26. If WM ultimately prevails on the merits, and the City is required to rescind its approvals, WM will incur substantial costs associated with rehiring drivers or hiring and training new drivers to, once again, service the City’s residential and commercial needs.

27. WM has started soliciting bids from third-party companies for removal of the roughly 80,000 residential carts used to service single-family residences within the City by WM, and 3,300 steel metal bins used to service the City’s commercial needs. To date, WM has been quoted a cost of $800,000 for this service.

28. Absent issuance of an injunction, WM will need to enter into binding contracts for removal services with one or more third-parties for this service in October 2021. It is unlikely the thirdparty companies will agree to an option to waive the cost bid for this service if it becomes unnecessary as a result of WM ultimately prevailing on the merits.

29. In my experience, whether a company uses a particular landfill or materials recovery facility/transfer station (“MRF/TS”) is based on several factors, including economics, permitting conditions of the facility, contract terms, and distance from the customer.

30. The Exclusive Franchise Agreement requires disposal of the City’s waste at a Disposal Facility designated by the City; here, the Calabasas Landfill. Under the current franchise agreements and existing conditions, the Simi Valley Landfill is used by WM to process, recycle and dispose of the City’s residential and commercial material.

31. With implementation of the adopted Exclusive Franchise Agreement with Athens, which requires primary use of the Calabasas Landfill to dispose of the City’s MSW, Ventura County will forego collection of over $343,000 per year in fees that would otherwise be collected from disposal at the Simi Valley Landfill. This is waste that would otherwise be collected from the City under WM’s proposed RFP Response. That equates to over $5,145,000 over the initial 15-year life of the Exclusive Franchise Agreement that would otherwise be paid to Ventura County.

32. Similarly, the City of Simi Valley will also forego roughly $65,000 per year in fees from Thousand Oaks MSW (residential and commercial) that would otherwise be collected under WM’s RFP Response and disposed at the Simi Valley Landfill. This estimate is based on a $1 per ton fee negotiated for the City of Simi as part of the Memorandum of Understanding (“MOU”) adopted for the Ventura Superior Court Accepted throu
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Sun Valley Landfill expansion project. This fee is currently collected and paid to the City of Simi’s general fund, resulting in approximately $65,000 per year.

33. The loss of the Thousand Oaks contract has cost Waste Management a significant amount of business. The current Thousand Oaks contract represents approximately 25 percent of Waste Management’s overall revenue.

34. Such a contract is not easily replaced. The Thousand Oaks contract is the largest such contract in Ventura County estimated by the City at a value of approximately $400 million. Moreover, contracts do not come around every year. The Thousand Oaks contract, like most other municipal franchise agreements, is for an extended term of years—here, fifteen, with City options to extend the contract in five-year increments up to a total of twenty-five years. As long-term franchise agreements are not necessarily put out to bid at the end of their terms, Waste Management may not have the opportunity to replace the revenue it lost from the City contract for at least another 15 years.

35. In addition to the direct financial harm from the loss of the contract, WM will lose significant goodwill from the loss of fifty years of community and business relationships that it has worked so hard to cultivate. By the time the City's contract comes up for renewal again in fifteen, twenty, or twenty-five years, WM will have lost the brand value and goodwill it has built up over decades of investment. Losing our overwhelmingly positive reputation within the community will impede our ability to effectively compete for future contracts as people will no longer associate the Waste Management name with the excellent service and community support we have provided for so many years.

36. If Waste Management is successful on the merits of its lawsuit, in the absence of a preliminary injunction, residents and business would be forced to endure two transitions that would be disruptive and confusing to these customers, including changes to accounts, billing, customer service, waste assessments, relationships with field representatives, etc. One transition involving Athens taking over from the incumbents in January and, the second, back to the incumbents.

37. If this Court issues a preliminary injunction to preserve the status quo until resolution of the merits of this case, WM commits to servicing the City’s residential and commercial needs consistent with the terms of the current franchise agreements between the City and WM. Should Ventura Superior Court Accepted throu
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Ventura Superior Court Accepted through eDelivery submitted 09-02-2021 at 03:42:39 PM DECLARATION OF JUAN TOLEDO IN SUPPORT OF PETITIONER’S MOTION FOR

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ANDREA K. LEISY, SBN 206681
VERONIKA S. MORRISON, SBN 333288

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF VENTURA
G.I. INDUSTRIES, a Utah corporation, dba

WASTE MANAGEMENT,
Petitioner and Plaintiff,
v.

DECLARATION OF JUAN TOLEDO IN
SUPPORT OF PETITIONER’S MOTION

Hon. Ronda McKaig
Dept.: 41
Motion for Preliminary Injunction Hearing:

Date: September 27, 2021
Time: 8:30 a.m.

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I, Juan Toledo, declare as follows:

2. I have been employed by WM since 1999. Currently, and for the last 12 years, I have been employed as a Commercial Recycle Driver assigned to the City of Thousand Oaks. My duties include collection of commercial municipal solid waste and recycling, and customer relations within WM’s service area of Thousand Oaks. I am based out of WM’s facility located in west Simi Valley, California.

3. My family and I live within the City of Santa Paula, and less than 2 miles from Athens’s new proposed Hauling and Processing facility at 905 Corporation Street, off Calpipe Road and Highway CA-126 (the “Corporation Street Site”).

4. If the Exclusive Franchise Agreement between the City of Thousand Oaks and Athens, adopted by the City Council on March 9, 2021, becomes effective, WM will relocate my position when my main route (Thousand Oaks) is eliminated.

5. Based on information and belief, it is my understanding from the information contained in Athens’s October 15, 2020, response to the City of Thousand Oaks Request for Proposals for Residential and Commercial Solid Waste, Recyclable Material, and Organic Waste Collection Services (“Athens’ Proposal”), that Athens proposes to construct a large Hauling and Processing Facility at the Corporation Street Site to serve the City of Thousand Oaks as part of the Exclusive Franchise Agreement approved by the City Council on March 9, 2021.

6. Athens’ Proposal details the demolition and new construction at the Corporation Street Site to service the Exclusive Franchise Agreement, including the construction of a new:

Ɣ 23,500 square foot (“sf”) Processing/Transfer Facility; Ɣ 10,240 sf maintenance building;
Ɣ 4,000 sf Office/Parts/Dispatch Building;
Ɣ Collection Truck Parking Area with 81-parking spaces; Ɣ Secure yard/bin storage area;
Ɣ Compressed Natural Gas (“CNG”) re-fueling station to be used by Athens’ trucks as Ventura Superior Court Accepted throu
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well as the public; and
Ɣ Demolition of 48,360 sf of existing buildings.

7. Athens’ Proposal also references use of a second, approximately one-acre parcel, also located in the City of Santa Paula at 121 N. Ojai Street. This parcel is referred to in Athens’ Proposal as a “Hauling Yard” or “Athens Santa Paula Yard” (the “Ojai Street Site”). Residential homes surround the Ojai Street site.

8. I frequently travel within the City of Santa Paula for personal business and to visit friends and family. I also travel between the City of Santa Paula and neighboring jurisdictions, including the City of Thousand Oaks, for personal business and through my employment with WM.

9. Based on information and belief, buildout and use of the Corporation Street Site, will result in a large increase in new truck trips (30-40) which will depart at the same time on collection days and which will use some local roadways and Highways that are not currently used to service the City’s collection needs.

10. The increased truck trips from construction and operation of the Corporation Street Site will potentially cause more accidents between slow moving construction and collection trucks and passenger car vehicles. As trucks travel westbound on SR-126, for example, they must exit at South Peck Road and travel along Faulkner Road - past the Ventura College East Campus – turn left on Todd Lane, and left again on Calpipe Road, in order to access the Corporation Street Site. Trucks traveling eastbound on SR-126 will also result in an increase in truck traffic and potential safety hazards with passenger cars, including on South Peck Road in order to access the Corporation Street Site. Lastly trucks traveling from the Corporation Street Site to the City of Thousand Oaks would likely use SR-126 to SR-118 through Saticoy along already congested local roadways (e.g., E. Vineyard Ave and Central Ave) to reach Highway 101 south to Thousand Oaks.

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11. In my experience, SR-126 and the roadways and intersections required to access the Corporation Street Site for construction and operational use are already congested with regular bumper to bumper traffic during peak a.m. and p.m. periods and drivers who do not obey the speed limits.

12. In my experience, traffic is also heavily congested during peak periods on other roadways and the Highways that would be used by Athens’ collection trucks and employees to service the Franchise Agreement in the immediate future until the Corporation Street Site, or other site, is completed.

13. Based on information and belief, until the Corporation Street Site builds out, Athens’ collection trucks to serve Thousand Oaks will be stored at either its Sun Valley Materials Recovery Facility located at 12303 Montague Street, Pacoima, or at the Crown Recycling Services facility located at 9147 De Garmo Ave in Sun Valley. Both sites are approximately forty (40) miles away from the City of Thousand Oaks – a roughly one-hour drive, each way, under usual traffic conditions.

14. The departure of an estimated 30-40 collection trucks around the same time on each collection day for the City of Thousand Oaks will result in potentially significant traffic, traffic safety and noise impacts along local roadways in Sun Valley and/or Pacoima as well as I-5, SR-118, and SR 23, including on roadways and routes not currently used by WM trucks to service the City.

15. Implementation of the Franchise Agreement with Athens will, therefore, in my opinion and experience, exacerbate existing traffic congestion, safety and noise conditions along the Highways as well as at intersections and on local roads within the City of Santa Paula. Traffic congestion, along with its related air quality impacts, traffic safety, and noise are issues of concern to me and my family in and around the City of Santa Paula.

16. As a resident with family and friends living within Santa Paula, the threat of construction and operation of the Corporation Street Site, along with use of the Ojai Street Site and other new facilities proposed by Athens, worries me greatly.

17. I am concerned that allowing the Project to go forward without environmental review will adversely impact the quality of life for the families in my neighborhood, including my own, by exacerbating our existing community health issues and potentially causing new ones. I am also concerned with new noise impacts that will result from Athens’ collection trucks using routes that are Ventura Superior Court Accepted throu
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Ventura Superior Court Accepted through eDelivery submitted 09-02-2021 at 03:42:39 PM SUPPLEMENTAL DECLARATION OF DOUGLAS E. CORCORAN IN SUPPORT OF PETITIONER’S MOTION FOR PRELIMINARY INJUNCTION
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ANDREA K. LEISY, SBN 206681
VERONIKA S. MORRISON, SBN 333288

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF VENTURA
G.I. INDUSTRIES, a Utah corporation, dba

WASTE MANAGEMENT,
Petitioner and Plaintiff,
v.

SUPPLEMENTAL DECLARATION OF
DOUGLAS E. CORCORAN IN SUPPORT
OF PETITIONER’S MOTION FOR

Hon. Ronda McKaig
Dept.: 41
Motion for Preliminary Injunction Hearing:

Date: September 27, 2021
Time: 8:30 a.m.

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I, Douglas E. Corcoran, hereby declare as follows:

1. The facts set forth in this supplemental declaration are based upon my personal knowledge. If called upon as a witness, I could and would testify as to these facts. For matters that are stated on information and belief, I am informed and believe them to be true.

2. I make this supplemental declaration in support of Petitioner G.I. Industries dba Waste Management’s (“WM’s”), Reply in Support of the Motion for Preliminary Injunction in this matter. I have read the City and Real Party’s opposition briefs to WM’s motion, including the Declarations of Cesar Torres and Helen M. Cox.

3. I have over 30 years’ experience in the waste management collection and disposal business in Ventura County and Los Angeles County. As a Vice President of WM and as Director of Disposal Operations, I am responsible for management of the municipal contracts in Southern California including supervision of the public sector services team. I have been employed by WM since 1987. I have held various management roles overseeing hauling/collection operations, landfill operations, development of material recovery facilities in Azusa and the Sun Valley Recycling Park (“SVRP”), and development/execution of business strategy and annual budget plans. My team manages over 80 contracts throughout Southern California, including for the City of Thousand Oaks (the “City”).

4. Real Party’s assertion that the City, WM and Harrisons were unable to reach an agreement with the City and, therefore, the City issued a Request for Proposals (RFP) is inaccurate. (Real Party Opposition at p. 3.) The memoranda of understanding (MOUs) were executed and submitted to the City for the December 2019, hearing and recommended for approval by City staff. In the City Staff Report, the City stated:

The City’s exclusive franchised solid waste haulers have served residents and businesses well for many years, assisting the City in achieving waste diversion goals and State mandates. CalRecycle, on behalf of the State, reports the City’s diversion rate of waste from landfills at approximately 70 percent, exceeding the State’s 50 percent diversion requirement mandated by AB 939 (California Integrated Waste Management Act of 1989).
(See
https://weblink.toaks.org/weblinkpublic/0/edoc/1470865/09A%20EXCLUSIVE%20FRANCHISE%20 Ventura Superior Court Accepted throu
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SOLID%20WASTE%20AGRMT.pdf [Public Works Department Staff Report (December 10, 2019) at p. 2].) The MOU was reached after extensive negotiations with City Staff and its consultant, R3 Consulting Group Inc. which was hired in December 18, 2018 by the City. “Staff and R3 met with WM and Harrison throughout 2019 to discuss and negotiate the terms and associated rates for new solid waste agreements that will maintain compliance with State regulations, provide excellent service to residents and businesses, and minimize cost. These negotiations have resulted in Memoranda of Understanding (Attachments #1 and #2) on certain terms and rates of proposed new agreements with the City’s current haulers.)” The City Council decided to continue the agenda item to January 28, 2020.

The City Staff in a report issued by Mr. Clifford G. Finley, the Deputy Public Works Director, dated January 28, 2020, again recommended approval of the executed MOU or extensions of the existing agreements. (See
https://weblink.toaks.org/weblinkpublic/0/edoc/1476692/09D%20SOLID%20WASTE%20FRANCHIS E%20AGREEMENTS.pdf [Public Works Department Staff Report (January 28, 2020).] The City Council nevertheless chose to proceed with an RFP because it had never done so previously.

5. WM’s offer to continue servicing the entire City until the court decides the merits of this case includes ensuring compliance with SB 1383. WM does not propose to delay “the implementation of the requirements of SB 1383” as misunderstood by Ms. Cox. (Cox Decl., p. 4, ¶ 16.) The City Council has opted to extend the Franchise Agreements with WM and Harrison in the past, and could do so in the future if it desired in the event of an injunction. Ms. Cox admits this fact. (Cox Decl., p. 5, ¶ 17.) Under this scenario, WM would either continue collaborating with E.J. Harrison & Sons, Inc. (“Harrison”) to ensure continued service to Newbury Park, or would service the neighborhood itself along with the remainder of the City as it does currently. The City, therefore, would not be “forced” to seek another company to service Newbury Park or otherwise be left unserved at taxpayers’ expense.

6. The City’s claim that it would be forced into an “emergency situation” and potential emergency bid process if an injunction issues is unsupported. (See City’s Opposition to Motion for a Preliminary Injunction, p. 6.) Section 6-2.303, subdivision (d), of the City Municipal Code provides for the issuance of Emergency Permits in emergencies “such as the breakdown of equipment, or other Ventura Superior Court Accepted throu
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unforeseen or unpreventable circumstances where, in the judgment of the City Manager or designee, the particular situation justifies such action . . . These services shall be subject to such reasonable fees, charges and conditions as the circumstances may warrant and as the parties involved may agree upon.

Emergency Permits shall not exceed fifteen (15) days in duration unless approved by the City Council.” (See also City of Thousand Oaks Municipal Code, § 6-2.244 [definition of Emergency Permit].) In my experience, the sort of circumstances justifying an emergency permit typically include natural disasters or a breakdown in equipment at a particular facility, not a man-made dispute.

7. WM’s offer to continue service, should the City Council desire, includes at existing rates in the event of an injunction and would remain in effect until a final judgment on the merits.

8. WM has begun public outreach and education in other nearby jurisdictions that it serves for purposes of ensuring compliance with SB 1383. The adjoining neighboring communities WM serves include Moorpark, Simi Valley and Calabasas. WM’s efforts could readily be expanded to include the City should an injunction issue. (See, e.g., AR 1799-1805 [WM RFP Response re: steps for compliance with SB 1383].)

9. WM’s network of existing facilities also ensures compliance with SB 1383 for its customers by providing a variety of options and facilities, including the Simi Valley Landfill and Recycling Center (SVLRC) and the Sun Valley Recycling Park. WM’s existing business relationship with Agromin, for example, provides for efficient collection and processing, by Agromin, of organics into composting.

10. SB 1383 allows use of existing bins and carts for their useful life. WM, therefore, would not need to replace bins and carts throughout the City should the injunction issue and the City Council opt to extend the existing Franchise Agreements on a short-term basis. SB 1383 also does not require the acquisition of new collection trucks.

11. I am unaware of any Notice of Violation (NOV) issued by CalRecycle to the City of Thousand Oaks or any other enforcement action, including pursuant to AB 1826. To the best of my knowledge, the City has never received a NOV from CalRecycle or any other enforcement action for violation of AB 1826.

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12. WM did not cause the City’s alleged “deficiencies” with AB 1826 or need for an organics Action Plan. (Cox Decl., p. 5 ¶¶ 16-17.)

13. The focus of AB 1826 is on requiring businesses that generate a certain amount of organic waste to arrange for recycling services or, if they prefer, self-haul their own organic waste for recycling. (See Pub. Resources Code, § 42649.81.) If, beginning April 1, 2016, separate organic waste collection and recycling services were not offered through a local ordinance or local jurisdiction’s franchise agreement, as was the case with the City here, a business generating organic waste could arrange for separate collection and recycling services, until the local ordinance of a local jurisdiction’s franchise agreement included organic waste recycling services. (Pub. Resources Code, § 42649.81, subd. (g).) AB 1826 thus puts the onus on local governments to enact separate organic waste collection and recycling programs that are “directed at organic waste generators” (Pub. Resources Code, § 42649.82, subd. (c)), and to ensure compliance. AB 1826 accordingly allows local governments to “charge and collect a fee from an organic waste generator to recover the local governmental agency’s costs incurred in complying with this chapter.” (Pub. Resources Code, § 42649.85 [emphasis added].)

14. The City’s own 2018 Sustainability Plan recognized the City’s obligation to ensure businesses complied with AB 1826. “The City is responsible for conducting outreach and education to inform businesses about local options for organic waste recycling, as well as monitor compliance and identify those businesses not recycling.” (Sustainability Plan for Municipal Operations (2018), at p. 52.

A true and correct excerpt is attached hereto as Exhibit A.)

15. On and after January 1, 2016, AB 1826 required local jurisdictions to implement an organic waste recycling program to divert organic waste generated by businesses. (Pub. Resources Code, § 42649.82, subd. (a)(1), (c)-(d)(1).) The City adopted its organic waste recycling program ordinance - 4 years later - on January 28, 2020. (Municipal Code, § 6-2.506 [Part 1, Ord. 1677-NS, eff.

February 28, 2020].) The City also posted a “Mandatory Commercial Organics Recycling Compliance Certification Form” for businesses subject to AB 1826 to report compliance. (See https://www.toaks.org/departments/public-works/sustainability/trash-recycling/trash-recyclingbusinesses/food-waste-recycling.) A true and correct copy of the City’s form is included in Exhibit A.

16. The City’s Action Plan with CalRecycle “for coming into compliance with both AB Ventura Superior Court Accepted throu
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1826 and [yet to be effective] SB 1383” is therefore no fault of WM. (Cox Decl., p. 4, ¶ 16.) The Action Plan attached as Exhibit 5 to the Cox Declaration lacks specific details applicable to Thousand Oaks. Rather, it appears to be a generic template. Ms. Cox’s Declaration offers no detail regarding the “Action Plan,” including when it was created, by whom, or if and when amended.

17. Beginning in 2018, the City with WM’s assistance sent hundreds of letters to businesses that were identified as potentially subject to AB 1826. A small number replied and became compliant.

In December 2019, WM provided a detailed updated spreadsheet to the City showing the number of compliant organics accounts and those that may be out of compliance.

18. On February 13, 2020, City staff emailed WM stating that the City hired a consultant, Recyclist, to track businesses required to comply with the mandatory organics recycling as well as mandatory commercial recycling consistent with the City’s statutory obligation to police compliance.

The City also requested information from WM relative to compliance with AB 1826. WM provided the requested information in March 2020. In May 2020, the City asked for additional information, including for a “Calrecycle conference call tomorrow at 10:00 a.m.” WM responded, on May 21, 2020, with information regarding commercial organics and commercial recycling, including the number of compliant businesses.

19. The City and WM have continued to exchange information relating to AB 1826 through 2021. WM has a decades-long record of cooperating with, and supporting, the City in the implementation of new programs. This is also true with respect to AB 1826. Any implication or assertion that WM would not have reliably done so with respect to AB 1826 is disproved by WM’s long history of cooperation with and provision of services as requested by the City. (See Exhibit B [true and correct copy of CalRecycle Jurisdiction Diversion/Disposal Rate Summary for Thousand Oaks since 2007, showing consistent annual per capital disposal rates well below CalRecycle’s target rates for residents and employees].) To this day, WM remains responsive to the City’s requests for information and services.

20. If the City’s Franchise Agreement with Athens is not enjoined, WM will reassign its existing affected employees, it will not “let go” employees as a result of the Exclusive Franchise Agreement with Athens. Athens, therefore, need not “contact displaced contractors and offer future Ventura Superior Court Accepted throu
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employment well before the start of new service . . .” as declared by Cesar Torres. (Torres Decl., p. 4, ¶

10.) Offering employment involves, in my experience, holding job fairs and posting advertisements, not aggressively visiting WM employees at their homes, following WM drivers or stopping WM drivers during their routes by offering coffee, snacks and $10,000 signing bonuses.

21. By hiring away existing WM employees now, rather than waiting until thirty (30) days before the January 1, 2022 start date as required by the Franchise Agreement and proposed by Athens in its RFP, Athens’s actions are frustrating WM’s current abilities to provide timely and efficient service to Thousand Oaks. Athens’ actions are also in violation of its Agreement with the City where Athens was only allowed to extend offers of employment to “displaced” WM employees thirty (30) days prior to the January 1 start date. (See Franchise Agreement, §18.011, incorporating Exhibit 10 [Transition Plan], at p. 66.)

22. If, as Cesar Torres now claims, “Athens has not finalized its operations plan for the Franchise Agreement” (Torres Decl., ¶ 3), despite the mandatory language in the Franchise Agreement to the contrary (AR 61-62, 79, 188–189), Athens will be required to use its remote existing facilities (i.e. the hauling yard and material recovery facility (“MRF”) in Sun Valley) to service the City’s Agreement. This will result in changes in collection and transfer truck routes, organics processing and disposal activities, among others, that will change the existing environmental conditions in place under WM’s and Harrison’s services for the City. These changed circumstances include, but are not limited to, use of already congested highways such as Highway 101-south after collection trucks disposal of MSW at Calabasas Landfill and must return to Athens’s Sun Valley MRF. Additional already congested highways that will be impacted by trucks traveling to/from Thousand Oaks to Sun Valley (and without a Santa Paula Yard as now claimed by Athens), include Interstate-5, SR-118 and SR-23.

Highway-101 between Sepulveda Boulevard and Laurel Canyon Boulevard, was listed in 2015 as the 7th most bottlenecked section of freeway in the entire nation. (See Exhibit C.)

23. Despite the inconsistencies and ambiguities in Athens’ RFP Response and the Franchise Agreement, I estimate the Franchise Agreement will result in nearly a half million additional miles travelled each year by Athens’s trucks to transport non-municipal solid waste (i.e. mixed organics and recycling) to Athens’s MRF in Sun Valley for processing. My assumptions do not include MSW.

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1 2
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15 16
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19 20
21 22
23 24
25 26
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24. To reach this estimate, I used the number of loads per commodity as derived from total annual tonnage and estimated tons per load to reach the approximate additional number of trips per year under the Athens Agreement. To arrive at an estimate of loads, I used the total tonnages by commodity provided in the City’s RFP and industry practice. I focused on the recyclables (RCY), green waste (GW), food waste (FW) and organics (ORG) and assumed they will be transported to Sun Valley pursuant to Athens’s Collection Services Operations Plan (Exhibit 13 to Franchise Agreement).

25. I used the following assumptions for the following table: the Simi Valley Landfill and Recycling Center is 11.9 miles from the City Center (AR 461 [City staff’s power point to the City Council]); all Athens’s Sun Valley facilities are 38 miles from the City Center based on staff’s power point at AR 461; the residential GW/FW are assumed to be 7.7 tons per load; the commercial ORG loads are assumed to be 6.1 tons per load; the residential RCY loads assumed to be 3.8 tons per load; the commercial RCY loads are assumed to be 4.6 tons per load. The annual tonnage figures were used as identified in the City’s Request for Proposals. (City RFP, p. 10 [Table 3]; AR 1040.)

26. Based on the above information I generated the following chart, illustrating the additional estimated miles of about 576,547 truck miles that would be generated from hauling nonMSW (green waste, food waste and mixed organics) and recyclables to Sun Valley under the Exclusive Franchise Agreement as interpreted by Athens and not including a Santa Paula facility.

Material Type Annual Tons
(from RFP
Table 3, p.
10)
Annual
Loads
Required
Truck Miles to
SVLRC (11.9) x
Annual Loads
Required x 2 for
Round Trip impact
(current)
Truck Miles to
Athens MRF
(38) x Annual
Loads Required
x 2 for Round
Trip impact
Additional Truck
Miles to use
Athens MRF
Resi GW/FW
(7.7 tons/load)
26,723 tons 3,472 loads 82,634 miles 263,872 miles 181,238 additional truck
miles
Resi RCY
(3.8 tons/load)
13,510 tons 3,555 loads 84,609 miles 270,180 miles 185,571 additional truck
miles
Comm RCY
(4.6 tons/load)
14,868 tons 3,232 loads 76,922 miles 245,632 miles 168,710 additional truck
miles
Comm ORG
(6.1 tons/load)
4,794 tons 786 loads 18,707 miles 59,736 miles 41,029 additional truck miles
Totals 59,895 tons 11,045
loads
262,872 miles 839,420 miles 576,547
additional truck
miles
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27. I estimate there is approximately an additional 160,000 miles traveled by the Athens’ MSW collection vehicles based on the location of Athens’ hauling yard in Sun Valley.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Executed this 20th day of September 2021, at Sun Valley, California.

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10 INDEX OF EXHIBITS
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
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INDEX OF EXHIBITS FOR SUPPLEMENTAL DECLARATION OF DOUGLAS E.

CORCORAN IN SUPPORT OF PETITIONER’S MOTION FOR PRELIMINARY

INJUNCTION
Exhibit Document Description Page/Bates Nos.

A Sustainability Plan for Municipal Operations (2018) 11 - 14 B CalRecycle Jurisdiction Diversion/Disposal Rate Summary for Thousand Oaks since 2007
15 - 17
C Excerpt from American Highway Users Alliance, Unclogging America’s Arteries 2015, Prescriptions for Healthier Highways 18 - 28
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SUPPLEMENTAL DECLARATION OF
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PETITIONER’S MOTION FOR

PRELIMINARY INJUNCTION

EXHIBIT A
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Sustainability Plan for
Municipal Operations
2018
CorcoranDec000012
Ventura Superior Court Accepted through eDelivery submitted 09-20-2021 at 02:53:39 PM 52 Supplementary and seasonal recycling opportunities are also available to residents.

Appliances, furniture and electronics are accepted by franchised haulers through a curbside bulky item pick-up program that offers two free pick-up appointments per year. Special allowances are made for extra holiday recyclables, trash and holiday trees during the two weeks following the winter holiday season. Residents can self-haul trash, green waste, appliances, concrete, and other waste to two free disposal day events per year at the Simi Valley Landfill and Recycling Center.

2.2 Commercial program
Throughout the City, commercial collection service is provided by Waste Management utilizing cart, dumpster or large volume roll-off and compactor containers, depending on generation quantities. Under State law (AB 341) recycling is mandatory for businesses that generate more than four cubic yards per week. Customers commingle all recyclables (such as cardboard, office paper, plastics, glass, aluminum cans etc.) in one collection container.

Commercial green waste service is available on request; however, the majority of commercial green waste is self-hauled by landscape contractors.

Under AB 1826, local jurisdictions were required to have an organics recycling program in place by January 1, 2016. Mandatory recycling of organic waste was implemented under CARB’s Scoping Plan5 to help the State achieve its aggressive waste diversion and GHG emission goals. More than 30% of the approximately 30 million tons of waste that Californians dump in landfills each year could be diverted through composting and mulching, and through anaerobic digestion, which can produce renewable energy and fuel. (Figure WM-2).

Figure WM-2: Organics in California’s waste stream, 20146 The City is responsible for conducting outreach and education to inform businesses about local options for organic waste recycling, as well as monitor compliance and identify those businesses not recycling. Pre-consumer organic food waste is being collected from local restaurants and grocery stores in the City with a phased-in approach that began in 2016. As

5 https://www.arb.ca.gov/cc/scopingplan/scopingplan.htm 6 CalRecycle’s 2014 Disposal-Facility-Based Characterization of Solid Waste in California All other
materials
59%
Organics
34%
Compostable
paper
7% Organics are:
-Food
-Green (leaves, grass)
-Landscaping (prunings,
trimmings, branches,
stumps)
-Non-hazardous food waste
-Compostable paper
includes food-soiled paper
and other compostable
paper
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Mandatory Commercial Organics Recycling
Compliance Certification Form California law (Assembly Bill 1826) requires businesses and multi-family dwellings of five or more units to recycle organic waste.

Organic waste is food waste, yard waste, landscape and pruning waste, and nonhazardous wood waste. Please complete this form to document your handling of organics in compliance with the law and return it to the City of Thousand Oaks. 1) Name of Business/Organization:

Address (Thousand Oaks Location):

Contact Name: Contact Title:

Telephone:

Email:

Approx. Volume Per Week (check the box that applies)
Food Waste......................... 1 Residential Cart or less 1/4 Dumpster ½ Dumpster 1 Dumpster or more Green Waste/Landscape Waste 1 Residential Cart or less 1/4 Dumpster ½ Dumpster 1 Dumpster or more Other (e.g. wood waste) 1 Residential Cart or less 1/4 Dumpster ½ Dumpster 1 Dumpster or more 3) What do you do with your organics now? (Check all that apply) We don’t generate any.

Landscaper hauls green waste off site. Name of landscaping company:

Employees take organic materials home or to an organics processing or composting facility.

Our company transports organic materials to a centralized processing location. Where:

Composting, a food waste digester, or other organics processing equipment are utilized on-site.

WasteManagementprovides organics collection(usingon-siteorganicscollectioncontainers).

Other organics collection/processing company provides organics recycling service (Please include company name and material(s) collected below):
4) Either We would like to subscribe to the City’s organic recycling service through Waste Management, OR We would like to request an exemption from organics collection for the following reason:

5) I certify that the aforementioned business has reviewed and complied with the requirements of the State of California’s Mandatory Commercial Organics Recycling Law (AB 1826) to the best of its knowledge and ability:

Authorized Representative’s Signature Date
* Effective January 1, 2019, therequirementappliestothosegeneratingfourcubicyardsormoreoftotalsolidwasteeachweek,regardlessofhowmuch of that wasteisorganic.

Return completed forms to: City of Thousand Oaks Public Works 2100 Thousand Oaks Boulevard
Thousand Oaks, CA 91362
Attn: Mandatory Commercial Organics Recycling Compliance Submitonlineorscan and e-mailto:[email protected] www.toaks.org/GoGreen (805) 449-SAVE
2) Which of these materials do you generate at your site each week, and how much? CorcoranDec000014
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__________________________________________________________________ _______________________
____________________________________________________________________

SUPPLEMENTAL DECLARATION OF
DOUGLAS E. CORCORAN IN SUPPORT OF
PETITIONER’S MOTION FOR

PRELIMINARY INJUNCTION

EXHIBIT B
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SUPPLEMENTAL DECLARATION OF
DOUGLAS E. CORCORAN IN SUPPORT OF
PETITIONER’S MOTION FOR

PRELIMINARY INJUNCTION

EXHIBIT C
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AMERICAN HIGHWAY USERS ALLIANCE
Unclogging America’s Arteries 2015
Prescriptions for Healthier Highways
2015 l WWW.HIGHWAYS.ORG
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I American Highway Users Alliance l Unclogging America’s Arteries l 2015 Table of Contents
I American Highway Users Alliance l Unclogging America’s Arteries l 2015 The American Transportation Research Institute (ATRI) and HERE North America, LLC (HERE) provided data and technical assistance in data preparation. ATRI the not-for-profit research arm of the trucking industry—supplied freight movement data for this report. HERE—a leader in navigation, mapping and location experiences — supplied the passenger vehicle data for this report.

The American Highway Users Alliance thanks one of our valued members—the Miami Valley Regional Planning Commission in Dayton, Ohio—for sponsoring our use of the HERE/ ATRI data set. This data set uses the same GPS probe data that feeds the Federal Highway Administration’s National Performance Management Research Data set (NPMRDS).

State Departments of Transportation (DOTs) responded to the data validation survey and provided detailed feedback on the bottlenecks analysis.

We thank Caltrans (CA), CDOT (CO), FDOT (FL), GDOT (GA), IDOT (IL), ODOT (OR), PennDOT (PA), TxDOT (TX), and WSDOT (WA) for their expertise and feedback.

AAA Clubs in the following regions provided local knowledge of road conditions and additional feedback for validation:

AAA Northeast, Automobile Club of Southern California, the Auto Club Group (ACG), AAA Chicago, AAA Mid-Atlantic, AAA Oregon/Idaho, AAA Washington. We thank each of these motoring clubs and AAA National for their assistance. l CPCS Transcom Inc. (CPCS) conducted this study and prepared the final report for the American Highway Users Alliance. CPCS is a management consulting firm specializing in transportation sector strategy, economic analysis, and policy. With more than 100 professionals in 15 global offices, CPCS has an established track record of providing clear, high quality advice to government and corporate clients.

CPCS Transcom Inc. (CPCS) • 1050 Connecticut Avenue NW, Suite 500 • Washington, DC 20036 202.772.3350 • [email protected] • www.cpcstrans.com Since 1932, the American Highway Users Alliance has represented motorists, RV enthusiasts, truckers, bus companies, motorcyclists, and a broad cross-section of businesses that depend on safe and efficient highways to transport their families, customers, employees, and products. Highway Users members pay the fuel taxes and other user fees that fund the federal highway program. We advocate public policies that dedicate highway user revenue to improved safety and mobility.
1920 L Street NW, Suite 525 • Washington DC 20036
202.857.1200 • www.highways.org

ACKNOWLEDGMENTS
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II American Highway Users Alliance l Unclogging America’s Arteries l 2015

FOREWORD
Table of Contents
WHAT IS UNCLOGGING AMERICA’S
ARTERIES 2015?
Unclogging America’s Arteries
2015 utilizes vehicle speed data
to identify the 50 worst highway
bottlenecks across the nation, highlighting
the benefits of improving the top 30. Our
nation’s top bottlenecks bring passenger and
freight traffic to a crawl on key Interstate
and freeway facilities every day, across the
country, and negatively affect U.S. economic
competitiveness, the environment, and
quality of life. For drivers of personal and
commercial vehicles in affected regions
these bottlenecks are very real and the
impacts of constant and crushing delays have
significant implications on their productivity
and health.

HOW DID WE IDENTIFY THE
BOTTLENECKS?
To identify the bottlenecks, CPCS Transcom
Inc. (CPCS), a management consulting firm
specializing in transportation strategy and
policy, utilized the latest observed vehicle
speed data from the HERE/ATRI data set.

This is the same data that is processed
into the Federal Highway Administration’s
(FHWA) National Performance Management
Research Data set (NPMRDS), which is
then made available to state departments
of transportation (DOTs) and metropolitan
planning organizations (MPOs). The GPS
probe-based data are collected from smartphones, personal navigation devices (PNDs) and vehicles. As part of the analysis, the American Highway Users Alliance and CPCS contacted state DOTs to validate the findings and better understand the nature and precise location of the nation’s top bottlenecks.

Our nation’s top bottlenecks
bring passenger and
freight traffic to a crawl
and negatively affect U.S.
economic competitiveness, the
environment, and quality of life.
continued W
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III American Highway Users Alliance l Unclogging America’s Arteries l 2015 Table of Contents
WHAT DOES IT MEAN FOR U.S. ECONOMIC COMPETITIVENESS
AND QUALITY OF LIFE?
Some of the bottlenecks stretch for miles, bringing traffic flow to a crawl for many hours of the day—even well outside traditional peak commuting hours. Others are shorter, yet persistently slow—frustrating travelers and adding significant costs to freight deliveries.

This situation is untenable for the world’s largest economy. To unclog America’s arteries will require significant investments—not only in capacity but also in the form of improved operations and technologies to lessen impacts and get traffic moving. This report comes at a critical time: with the U.S. Congress poised to advance the first long-term highway bill since 2005, States will have a much greater ability to plan and implement major congestion relief projects. Reinvesting in our critical infrastructure advances national economic competitiveness, safety, the environment, and quality of life for millions of Americans. l With the U.S. Congress poised to advance the
first long-term highway bill since 2005, States will
have a much greater ability to plan and implement
major congestion relief projects.

FOREWORD
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IV American Highway Users Alliance l Unclogging America’s Arteries l 2015 Table of Contents
IV American Highway Users Alliance l Unclogging America’s Arteries l 2015

EXECUTIVE SUMMARY
1 See our 2004 report. See also Federal Highway Administration (FHWA), Texas A&M Transportation Institute (TTI), and American Transportation Research Institute (ATRI) for a series of relevant studies. 2 Annual figures assume 260 travel weekdays hours per year. Weekends are not included in our study. 3 Employed persons on average work 8 hours a day for about 250 days a year, according to the US Bureau of Labor Statistics Time of Use Survey (2014)
4 Using the average value of a volunteer hour in each state, for 260 weekdays driven in a year. This is likely an underestimate even for this small number of locations. 5 For ranking bottlenecks, we define our main congestion metric of Daily Total Delay as the cumulative delays experienced by all vehicles entering and leaving a congestion queue in all hours of a representative non-holiday weekday.

This metric accounts for both length of the bottleneck (queue length) and expected volume through that bottleneck over a 24-hour period. See Appendix C: Methodology for more details. continued W
$39 BILLION
Present value of time
savings over 20 years if
we fix the nation’s worst
30 bottlenecks
SEVERE CONGESTION continues to stymie passenger and freight movement on many of America’s critical urban Interstates and freeways.

This 2015 update to Unclogging America’s Arteries identifies the 50 worst highway bottlenecks in the U.S. and demonstrates that the cost of doing nothing is too significant to ignore.1

BOTTLENECKS IMPOSE MASSIVE DELAYS AND
COSTS ON U.S. DRIVERS AND BUSINESSES.

This study assessed congestion on urban Interstates and other access controlled highways using observed vehicle speed data from 2014. The top 30 metro-area bottlenecks each cause at least one million hours of delay per year, and three million on average.2 The worst bottleneck in
Chicago, Illinois experiences nearly 17 million hours of delay per year. We profile these hotspots in detail. Drivers stuck on these roads altogether experience delays of about 91 million hours every year, the equivalent of 45,500 person-work years.3 The lost value of time to the economy from congestion in this handful of locations is upwards of $2.4 billion annually—or enough each year to fund several major transportation solutions to alleviate congestion.4
SEVERE LOCALIZED BOTTLENECKS STAND OUT.

The top bottlenecks are mostly concentrated in our largest cities. The nation’s worst bottleneck is a 12-mile stretch of the Kennedy Expressway (I-90) in Chicago, between the “Circle” Interchange (with I-290) and the Edens Junction (at I-94). It was among the most severe even in 2004, and outranks the others in our 2015 list both in terms of total delays as well as queue length.5 Eleven of the 30 most severe bottlenecks are in the Los Angeles region, six of them among the top 10. The New York metropolitan area is home to five bottlenecks in the top 30. The I-35 corridor running through downtown Austin, Texas is number 10 on the list with about 3 million hours of annual total delay.

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V American Highway Users Alliance l Unclogging America’s Arteries l 2015 CONGESTION IS NOT JUST A METROPOLITAN PROBLEM.

Small growing cities and some rural areas also experience high-levels of delays and associated costs. We also identify other bottlenecks in many US states. These congestion zones impose significant costs on local drivers and the local economy.

ALLEVIATING CONGESTION UNLOCKS ECONOMIC, ENVIRONMENTAL, AND SAFETY BENEFITS.

In addition to freeing up drivers’ valuable lost time for other productive work or leisure, reduced congestion saves fuel and curbs greenhouse gas emissions. Eliminating congestion in the nation’s top 30 bottlenecks alone can save more than 35 million gallons of fuel every year and reduce by about 740 million pounds the CO2 emitted from both trucks and passenger cars. These benefits roughly amount to 830 million gallons in fuel savings and 17 billion pounds in avoided CO2 emissions over the next two decades. The present value of time that could be regained is $39 billion.
continued W

EXECUTIVE SUMMARY
America’s Top Bottlenecks in 2015
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VI American Highway Users Alliance l Unclogging America’s Arteries l 2015

TARGETED INVESTMENTS IN TECHNOLOGY

AND CAPACITY CAN PROVIDE RELIEF ON
THE MOST SEVERE SEGMENTS.

In its 2014 Cost of Congestion report, the American
Transportation Research Institute (ATRI) determined
that 89 percent of truck-related congestion costs were
associated with only 12 percent of road miles traveled.1 This suggests that efforts can be focused on the most
problematic areas. Most of these solutions do not automatically imply large investments in highway capacity additions or mass transit projects.

In fact, many solutions are designed to simply make existing capacity more efficient.

Information and communications technologies have made it easier than ever before for drivers and system operators to make informed choices, with much of the infrastructure already in place. What is needed is cohesive, systematic thinking with the resolve to infuse resources in cost-effective, high-impact investments. l

EXECUTIVE SUMMARY
12 MILES
The estimated length
of the country’s worst
congestion bottleneck, in
Chicago on I-90 between
the ‘Circle’ Interchange
and Edens Junction.

The available fuel savings for both trucks and passenger cars from eliminating the 30 worst bottlenecks.
35 MILLION GALLONS A YEAR
1 ATRI (2014). Cost of Congestion to the Trucking Industry. Arlington, Virginia.

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VII American Highway Users Alliance l Unclogging America’s Arteries l 2015 Table of Contents
AMERICA’S TOP 50 BOTTLENECKS
Our study identified the nation’s top 50 bottlenecks, listed below.

RANKINGS
National
Rank
State Urban Area Location Queue
Length
(miles)
Annual
Total Delay
(hours)
Annual Lost
Value Of Time
(US $)
Annual Fuel
Wasted /
Potential Savings
(gallons)
1 Illinois Chicago I90 between Roosevelt
Rd and N Nagle Ave

12.0 16,900,000 $ 418,000,000 6,370,000
2 California Los Angeles I405 between SR22 and
I605

4.1 7,100,000 $ 191,000,000 1,819,480
3 California Los Angeles I10 between Santa Fe
Ave and Crenshaw Blvd

6.9 6,900,000 $ 187,000,000 2,231,840
4 California Los Angeles I405 between Venice Blvd
and Wilshire Blvd

5.2 6,300,000 $ 169,000,000 1,961,960
5 California Los Angeles US101 between Franklin
Ave and Glendale Blvd

4.4 5,400,000 $ 146,000,000 1,761,500
6 California Los Angeles I110 between Exposition
Blvd and Stadium Way

4.3 5,400,000 $ 145,000,000 1,855,880
7 California Los Angeles US101 between
Sepulveda Blvd and
Laurel Canyon Blvd

3.8 3,600,000 $ 96,000,000 1,047,800
8 New York and
New Jersey
New York Lincoln Tunnel between
10th Ave and
John F Kennedy Blvd

2.6 3,400,000 $ 87,000,000 1,730,300
9 New York New York I95 between I895 and
Broadway

3.1 3,000,000 $ 82,000,000 1,545,700
10 Texas Austin I35 between East
Riverside Dr and
E Dean Keeton St

3.0 3,000,000 $ 73,000,000 1,776,320
11 California Los Angeles I5/I10 between
N Mission Rd and US101

2.0 2,300,000 $ 62,000,000 966,680
12 California San Francisco I80 between US101 and
Bay Bridge

1.9 2,200,000 $ 59,000,000 797,680
13 California Los Angeles I10 between La Brea Ave
and National Blvd

2.2 2,100,000 $ 57,000,000 551,720
14 California Los Angeles I5 between S Eastern Ave
and Euclid Ave

2.0 2,100,000 $ 56,000,000 992,160
15 Massachusetts Boston I93 between I90 and US1 1.9 2,100,000 $ 58,000,000 1,980,680 16 California Oakland I80 between I580 and
Ashby Ave

2.0 1,900,000 $ 50,000,000 691,860
17 Washington Seattle I5 between Madison St.
and Exit 168A

1.6 1,600,000 $ 45,000,000 619,840
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18 New Jersey New York I95 between SR4 and
Palisades Interstate Pkwy
in Fort Lee

0.9 1,500,000 $ 38,000,000 810,680
19 New Jersey New York Pulaski Skyway between
I95 and Central Ave
in Newark

1.1 1,400,000 $ 36,000,000 856,960
20 Florida Miami Palmetto Expy between
41st St. and Dolphin Expy

1.7 1,400,000 $ 30,000,000 647,400
21 New York New York I678 between Queens
Blvd and Liberty Ave

1.4 1,400,000 $ 37,000,000 512,980
22 Texas Houston I610 between Richmond
Ave and Post Oak Blvd

1.3 1,300,000 $ 31,000,000 509,340
23 Illinois Chicago I90 Between I55 and
W Pershing Rd

1.2 1,300,000 $ 31,000,000 678,600
24 Georgia Atlanta I75/I85 between Freedom
Pkwy NE and
North Ave NE

1.3 1,200,000 $ 27,000,000 392,600
25 Texas Houston I69/I59 between Hazard
St and Buffalo Speedway

1.3 1,100,000 $ 28,000,000 613,080
26 Virginia Washington,
DC
I395 between
Washington Blvd and
George Washington
Memorial Pkwy

1.1 1,100,000 $ 27,000,000 322,660
27 Texas Dallas Woodall Rodgers
Freeway

1.1 1,100,000 $ 26,000,000 470,860
28 Massachusetts Boston I93 between Edge Hill Rd
and West St

1.2 1,000,000 $ 28,000,000 362,700
29 California Los Angeles I405 between Burbank
Blvd and Ventura Blvd

1.0 1,000,000 $ 26,000,000 339,820
30 California Los Angeles US101 between SR110
and Alameda St

1.0 1,000,000 $ 26,000,000 434,200
31 New Jersey New York US1&9 between
Wilson Ave and I78

0.8 800,000 $ 21,000,000 291,720
32 Florida Miami Dolphin Expy between
72nd Ave and
Palmetto Expy

0.5 800,000 $ 17,000,000 405,080
National
Rank
State Urban Area Location Queue
Length
(miles)
Annual
Total Delay
(hours)
Annual Lost
Value Of Time
(US $)
Annual Fuel
Wasted /
Potential Savings
(gallons)
AMERICA’S TOP 50 BOTTLENECKS (CONTINUED)
33 New York New York Brooklyn Bridge 0.9 800,000 $ 21,000,000 577,460 34 Texas Houston US290 between I610 and
Mangum Rd

0.9 800,000 $ 19,000,000 405,860
continued W

RANKINGS
CorcoranDec000027
Ventura Superior Court Accepted throu
gh eDeliver
y submitted 09-20-2021 at 02:53:39 PM
IX American Highway Users Alliance l Unclogging America’s Arteries l 2015 Table of Contents
AMERICA’S TOP 50 BOTTLENECKS (CONTINUED)
35 Colorado Denver I25 between Santa Fe Dr
and S Logan St

0.8 700,000 $ 18,000,000 356,980
36 Pennsylvania Philadelphia I76 at US1 between City
Ave and Roosevelt Blvd

0.8 700,000 $ 16,000,000 263,120
37 New Jersey New York Pulaski Skyway between
Tonnelle Ave and
Broadway

0.7 600,000 $ 15,000,000 347,620
38 Virginia Norfolk US58 at Martin Luther
King Fwy in Portsmouth

0.6 600,000 $ 16,000,000 210,600
39 Florida Miami Dolphin Expy between
17th Ave and 22nd Ave

0.6 500,000 $ 11,000,000 158,080
40 California Los Angeles I10 between I5 and
US101

0.6 500,000 $ 13,000,000 240,240
41 Virginia Washington,
DC
I495 at the Dulles Toll
Road

0.5 500,000 $ 12,000,000 146,900
42 New York New York Long Island Expressway
(I495) near I-278 between
58th St and 48th St.

0.4 400,000 $ 10,000,000 117,260
43 Texas Dallas I30 between St. Paul St.
and I45

0.4 400,000 $ 9,000,000 174,200
44 Virginia Washington,
DC
I395 from Duke St to
halfway between Duke St
and Edsall Rd

0.3 300,000 $ 8,000,000 83,720
45 Florida Tampa I4 between N 22nd St and
N Nebraska Ave

0.4 300,000 $ 7,000,000 191,100
46 Illinois Chicago I94 between I90 interchange and N Elston Ave0.3 300,000 $ 7,000,000 106,860 47 Pennsylvania Philadelphia I676 between I76
interchange and
N 24th St

0.3 300,000 $ 6,000,000 112,580
48 Texas Dallas US75 between N Haskell
Avenue and SR366

0.3 200,000 $ 6,000,000 127,920
49 Georgia Atlanta T. Harvey Mathis Pkwy
between Johnson Ferry
Rd NE and I285

0.3 200,000 $ 6,000,000 73,580
50 Massachusetts Boston I90 from Dorchester Ave
to A St

0.3 200,000 $ 7,000,000 135,720
National
Rank
State Urban Area Location Queue
Length
(miles)
Annual
Total Delay
(hours)
Annual Lost
Value Of Time
(US $)
Annual Fuel
Wasted /
Potential Savings
(gallons)

RANKINGS
CorcoranDec000028
Ventura Superior Court Accepted throu
gh eDeliver
y submitted 09-20-2021 at 02:53:39 PM

2 DECLARATION OF DOUGLAS E. CORCORAN IN SUPPORT OF MOTION TO SET ASIDE ORDER DENYING PETITIONER’S MOTION FOR PRELIMINARY INJUNCTION
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I, Douglas E. Corcoran, hereby declare as follows:

1. The facts set forth in this Declaration are based upon my personal knowledge. If called upon as a witness, I could and would testify as to these facts. For matters that are stated on information and belief, I am informed and believe them to be true.

2. I make this Declaration in support of the Motion to Set Aside Order Denying Petitioner's Motion for Preliminary Injunction by G.I. Industries dba Waste Management (“WM”), filed concurrently in this matter.

3. I have over 30 years’ experience in the waste management, collection and disposal business in Ventura County and Los Angeles County. As a Vice President of WM and as Director of Disposal Operations, I am responsible for management of the municipal contracts in Southern California, including supervision of the public sector services team. I have been employed by WM since 1987. I have held various management roles overseeing hauling and collection operations, landfill operations, development of new material recovery facilities in Azusa and the Sun Valley Recycling Park, and development and execution of business strategy and annual budget plans. My team manages over 80 contracts throughout Southern California, including for the City of Thousand Oaks (the “City”).

4. I hereby incorporate by reference, as if fully set forth herein, the information contained in the Declaration of Douglas C. Corcoran and the Supplemental Declaration of Douglas C. Corcoran in Support of Petitioner’s Motion for a Preliminary Injunction, previously filed with this court in this matter.

5. My office is located at 9081 Tujunga Ave, Sun Valley, CA, approximately 2 ½ miles from Arakelian Enterprises, Inc., dba Athens Services (Athens’s) Sun Valley Materials Recovery Facility located at 12303 Montague Street, Pacoima, CA.

6. In preparing my prior declarations submitted in this matter, including my supplemental declaration in support of WM’s motion for preliminary injunction, I reviewed Athens’s Response to the City’s RFP dated October 15, 2020, the Exclusive Franchise Agreement approved by the City Council on March 9, 2021, the Declarations of Cesar Torres and Helen Cox in support of, respectively, Athens’s and the City’s oppositions to WM’s motion for a preliminary injunction, among other documents. 3 DECLARATION OF DOUGLAS E. CORCORAN IN SUPPORT OF MOTION TO SET ASIDE ORDER DENYING PETITIONER’S MOTION FOR PRELIMINARY INJUNCTION
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7. In preparing for the composition of this declaration, I viewed the School District Property, located at 2498 Conejo Center Drive, Thousand Oaks, Ca. (the “School District Property” or “Property”) on Google Maps and Google Earth. I also drove to the Property to personally observe the site and surrounding area, including driving to the Trillium station discussed below. I also reviewed the following: the Conejo Valley Unified School District (“School District”) Resolution No. 21/22-18 (Oct. 5, 2021), School District Resolution No. 20/21-43 (June 15, 2021) (including the Purchase and Sale Agreement entered into with ARC Investment for the Property with corresponding Exhibit A-2, “Site Location/Aerial Photograph”), the Thousand Oaks Acorn article published on October 7, 2021, the letter report prepared by Scott Cashen, M.S., Independent Biological Resources Consultant (October 13, 2021), in particular the more recent aerial image of the site contained in Figure 1, and the letter report prepared by Neal Liddicoat, P.E., Griffin Cove Transportation Consulting, PLLC, dated October 13, 2021.

8. My 30 years’ experience in the waste management, collection and disposal business in Ventura and Los Angeles counties made me familiar with the waste hauling and disposal companies that service the cities and unincorporated county areas. I am informed and, based on that information, believe that Athens currently provides commercial and residential waste services to only the City of Santa Paula in Ventura County, and uses only a one-acre site in Santa Paula to store its existing collection trucks in the area. Athens therefore does not own or control property within the City of Thousand Oaks or the immediately surrounding area that is currently ready to be used to park and maintain the 46 various collection trucks that Athens claims that it needs to serve the City of Thousand Oaks Exclusive Franchise Agreement beginning January 1, 2022. In my experience overseeing collection services within the City of Thousand Oaks, I am informed and believe that Athens will need more than the 46 various collection trucks it claims are needed, which will result in increased vehicle miles traveled (“VMT”) and related impacts.

9. In 2019, according to Google and the U.S. Census Bureau, the population of the City of Thousand Oaks was approximately 127,873, while the population for the City of Santa Paula was approximately 30,000. (See https://www.google.com/search?client=firefox-b-1- 4 DECLARATION OF DOUGLAS E. CORCORAN IN SUPPORT OF MOTION TO SET ASIDE ORDER DENYING PETITIONER’S MOTION FOR PRELIMINARY INJUNCTION
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d&q=population+of+city+of+santa+paula and https://www.google.com/search?client=firefox-b-1- d&q=population+of+the+city+of+thousand+oaks.)

10. During my 30 years’ experience in the waste management, collection and disposal business in Ventura and Los Angeles counties, I have become familiar with the renewable natural gas (“RNG”) facilities capable of fueling waste collection trucks in the area, including at WM’s GI Industries hauling yard in Simi Valley. I am informed and, based on that information, believe that Athens does not have access to a refueling facility within the City of Thousand Oaks or in the immediately surrounding area capable of refueling its 46 various collection trucks required to be used to service the City of Thousand Oaks, which run on RNG.

11. Although there is a Trillium CNG station located near the undeveloped School District Property (approximately 1 mile distant), that site has only one pump available for public access. Four additional pumps are also part of the Trillium CNG fueling system at this location, but they are located inside a gated yard and are dedicated to fuel a fleet of buses and City vehicles. The Trillium station may be viewed at: https://goo.gl/maps/qPK78qvobM8eZKs56

12. On or about October 13, 2021, I obtained additional information provided by Trillium and I am informed and believe that the site referenced above is an older facility with only one compressor servicing all five pumps observed. This compressor is used during the day to fill passenger vehicles and school buses, and at night (from 5:00 p.m. to 3:00 a.m.) other City vehicles. The one older compressor available for use allows only for “slow fill” of vehicles stored at the adjacent Thousand Oaks Service Yard and therefore does not have capacity to service Athens’ collection trucks.

13. During my 30 years working with the company, and based on my experience overseeing the administrative review, approval, and permitting process for various facilities, including the CNG facility at WM’s Sun Valley facility, I have observed that WM has converted many of its collection trucks to run on CNG/RNG. In my experience, the time required to construct a new CNG fueling facility, or to upgrade and expand an existing CNG fueling facility capable of fueling a fleet of collection trucks, is approximately two years. The permitting and design process is approximately one year, depending on the jurisdiction and site involved, and construction of the facility and connection to the main gas line requires an additional approximate one year. 5 DECLARATION OF DOUGLAS E. CORCORAN IN SUPPORT OF MOTION TO SET ASIDE ORDER DENYING PETITIONER’S MOTION FOR PRELIMINARY INJUNCTION
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14. Based on my experience overseeing the administrative entitlement, permitting and approval process for expansion and improvement of the Simi Valley Landfill and Recycling Center, and the WM collection truck hauling yard located in Sun Valley, I am informed and believe that, before the School District Property can be used as Athens’ proposed waste-hauling operations center for collection-truck parking and vehicle maintenance (commonly called a “hauling yard”), the site will require grading and various improvements for driveway ingress and egress, lighting, drainage, curb, gutter, sidewalk, as well as the pouring of concrete (both for the truck parking and maintenance areas, and also for the business center). Permits will be required before site improvements may occur, including permits from planning, building and safety, the fire department and public works for construction of the proposed business center. The current shortage of labor and materials due, in part, to COVID-19 may extend construction and improvement of the School District Property to over two years.

15. Based on my experience overseeing the administrative entitlement, permitting and approval process for expansion and improvement of the Simi Valley Landfill and Recycling Center, and the WM collection truck hauling yard located in Sun Valley, I am informed and believe that the use of the School District Property as a new proposed industrial facility will also require compliance with the State Regional Water Quality Control Board’s General Industrial Stormwater Permit program for the discharge of stormwater. I am informed and also believe that the Property may therefore require an advanced stormwater treatment system that will require approximately 12 to 18 months for design, permitting, and construction.

16. Based on my experience overseeing the administrative entitlement, permitting and approval process for expansion and improvement of the Simi Valley Landfill and Recycling Center, and the WM collection truck hauling yard located in Sun Valley, I am informed and believe that a truck parking and maintenance yard for 46 various types of collection trucks, as anticipated to be needed by Athens, plus employee parking, a maintenance building and an office with employee breakroom, would require fewer than five acres to accommodate.

17. Based on my experience working with WM for purposes of obtaining permits for WM facilities in the Southern California region, I am informed and believe Athens’s purchase of the 10.7- 6 DECLARATION OF DOUGLAS E. CORCORAN IN SUPPORT OF MOTION TO SET ASIDE ORDER DENYING PETITIONER’S MOTION FOR PRELIMINARY INJUNCTION
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acre School District property for nearly $9.5 million dollars, and the Property’s size and location, indicates that Athens plans to use the site for more than a business center and hauling and maintenance yard for 46 various collection vehicles (which would otherwise require approximately five acres to accommodate, as stated above).

18. The City Council for the City of Thousand Oaks has, in the past, voted on several occasions to extend the Franchise Agreement(s) with WM. A true and correct copy of communications memorializing the most recent first extension as well as the second extension agreed to by the City are attached hereto as Exhibit 1.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Executed this 14th day of October 2021, at Sun Valley, California. 7 INDEX OF EXHIBITS
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EXHIBIT INDEX FOR THE DECLARATION OF DOUGLAS E. CORCORAN IN SUPPORT

OF MOTION TO SET ASIDE ORDER DENYING PRELIMINARY INJUNCTION Exhibit Document Description Page/Bates Nos.
1 City Council for the City of Thousand Oaks communications memorializing extensions to the Franchise Agreement(s) with Waste Management
8 - 18

DECLARATION OF DOUGLAS E.

CORCORAN IN SUPPORT OF MOTON TO

SET ASIDE ORDER DENYING

PRELIMINARY INJUNCTION
EXHIBIT 1
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Office (424) 371-6730 | FAX (424) 316-5796 | Address: 11100 Santa Monica Blvd., Suite 780, Los Angeles, CA 90025 www.perspectivelg.com
January 7, 2021

VIA ELECTRONIC MAIL
Dr. Victor P. Hayek, Deputy Superintendent
Conejo Valley Unified School District
1400 E. Janss Road
Thousand Oaks, CA 91362
Email: [email protected].

We are hopeful that Seller will appreciate the strength and seriousness of this offer and our client’s continued interest in purchasing the Property. Accordingly, we respectfully request your prompt input and direction on the next steps in connection with our client’s desired acquisition of the Property. Our client is anxious to receive direction from your office on the disposition process for Seller and is willing to quickly CVUSD CPRA 10.8.21 002272
Accordingly, based on that
information, our client is prepared to expediently proceed with the purchase of the Property without any due diligence-related contingencies f
January 7, 2021
Our client is
anxious to receive direction from your office on the disposition process for Seller and is willing to quickly Office (424) 371-6730 | FAX (424) 316-5796 | Address: 11100 Santa Monica Blvd., Suite 780, Los Angeles, CA 90025 www.perspectivelg.com
proceed as directed. Our office is more than happy to prepare a market-standard “as-is” initial draft purchase agreement if that is preferable for Seller. We look forward to engaging with you further so please feel free to direct any response or questions related to this correspondence to our office or to A.J. Ahearn of Pinnacle.

Please do let me know if you have any questions regarding this correspondence. We look forward to your favorable reply. Thank you for your time and consideration.

Sincerely,
Jason R. Morgan of
Perspective Law Group, P.C.
cc Mr. Lindsay Jones (via email)
Mr. James Petrilli (via email)
Mr. A.J. Ahearn (via email)
Ms. Maria Neff (via email)
CVUSD CPRA 10.8.21 002273
proceed as directed. Our office is more than happy to prepare a market-standard “as-is” initial draft purchase agreement if that is preferable for Seller.

CTO-000460
CTO-000461
CTO-000462
Thanks,
Victor
Dr. Victor P. Hayek, SFO
Deputy Superintendent, Business Services
Conejo Valley Unified School District
750 Mitchell Road
Newbury Park, CA 91320
Office: 805-498-4557 ext. 7502
On 3/3/21, 9:28 AM, "Hayek, Victor" <[email protected]> wrote:

Jason,
If we do move forward, is your offer going to have any contingencies (Use Permit or pending approval of any contracts with the City, etc.)?
Victor
Dr. Victor P. Hayek, SFO
Deputy Superintendent, Business Services
Conejo Valley Unified School District
750 Mitchell Road
Newbury Park, CA 91320
Office: 805-498-4557 ext. 7502
On 2/26/21, 4:53 PM, "Jason Morgan" <[email protected]> wrote:

Dr. Hayek,
Thank you for your note and apologies for the delay in responding. As we previously noted, CD ARC Investment Group is a family office that owns and operates various real estate assets in Southern California. Some of ARC’s properties are occupied or leased by one of its affiliate companies, Athens Services (https://athensservices.com).

If ARC is able to acquire the property, it will likely be used by Athens Services pursuant to a long-term waste hauling franchise contract with the City of Thousand Oaks. W long-term waste hauling franchise contract with the City of Thousand Oaks. While properly zoned for this use, the property would require a Conditional Use Permit, which must be approved through the planning department process. We look forward to better understanding the next steps with your office. Thank you for your kind attention and patience.

Jason,
Following up one more time. If there is concern about confidentiality, just let me know.

Thanks,
Victor
Dr. Victor P. Hayek, SFO
Deputy Superintendent, Business Services
Conejo Valley Unified School District
750 Mitchell Road
Newbury Park, CA 91320
Office: 805-498-4557 ext. 7502
<image001[20].jpg>
On 2/23/21, 1:39 PM, "Hayek, Victor" <[email protected]> wrote:

Jason,
the property would require a Conditional Use Permit,
From: Jason Morgan
To: Hayek, Victor
Cc: James Petrilli; Lindsay Jones; Neff, Maria; A. J. Ahearn Subject: RE: 2498 Conejo Center Drive
Date: Monday, March 15, 2021 12:26:53 PM
Attachments: image003.png
Dr. Hayek,
Thank you again for your email. Our client’s affiliated company’s proposed use of the property is currently being reviewed by the City of Thousand Oaks. Can you please help me understand how the contract and sale process would proceed assuming the parties agree to move forward with the acquisition? Please let me know if you would like to set up a call. Thank you.

Jason
Jason R. Morgan
Partner
**PLEASE NOTE OUR NEW ADDRESS**
Office (424) 371-6730 | Mobile | Fax (424) 316-5706
11100 Santa Monica Blvd., Suite 780 | Los Angeles, CA 90025 | http:/perspectivelg.com VCARD

THE INFORMATION CONTAINED IN THIS E-MAIL MESSAGE IS INTENDED ONLY FOR THE PERSONAL AND CONFIDENTIAL USE OF THE DESIGNATED RECIPIENTS. THIS MESSAGE MAY BE AN ATTORNEY-CLIENT COMMUNICATION, AND AS SUCH IS PRIVILEGED AND CONFIDENTIAL. IF THE READER

OF THIS MESSAGE IS NOT AN INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED THAT ANY REVIEW, USE, DISSEMINATION, FORWARDING OR COPYING OF THIS MESSAGE IS STRICTLY PROHIBITED. PLEASE NOTIFY US IMMEDIATELY BY REPLY E-MAIL OR TELEPHONE, AND DELETE THE ORIGINAL MESSAGE AND ALL ATTACHMENTS FROM YOUR SYSTEM. THANK YOU.

From: Hayek, Victor <[email protected]>
Sent: Thursday, March 11, 2021 9:01 AM
To: Jason Morgan <[email protected]>
Cc: James Petrilli <[email protected]>; Lindsay Jones <[email protected]>; Neff, Maria <[email protected]>; A. J. Ahearn <[email protected]> Subject: Re: 2498 Conejo Center Drive
Jason,
I saw that Athens has been awarded the City contract. We are mostly complete on our end here with the follow up info for the Board. We will further discuss on Tuesday night. Shall I proceed to let them know we are ready to move forward with the sale and contract preparation?

4.30.2025 Jonathan Weiss PRA-002032

4.30.2025 Jonathan Weiss PRA-002033

4.30.2025 Jonathan Weiss PRA-002034
From: David Womack
To: Andee Leisy
Cc: Veronika Morrison; Sandra Delgado; Kathryn A. Ramirez; Cyndi Rodriguez Subject: Re: CA PRA Request re 2498 Conejo Center Drive, Thousand Oaks, CA Date: Tuesday, November 9, 2021 5:32:58 PM
Ms. Leisy,
Your understanding is correct. I believe all responsive records, with the exception of email communications, which are still in the process of collection, organization and review, have now been produced in response to your request. The remaining email records will be provided as expeditiously as our current staffing allows. We anticipate these additional records will be produced in lots/batches over the next three to five weeks.

David S. Womack
Assistant City Attorney
City of Thousand Oaks
2100 Thousand Oaks Blvd
Thousand Oaks CA 91362
805.449.2179 (office)
805.368.3111 (mobile)
NOTE: This email contains material that is confidential and/or privileged under the work product doctrine, and attorney-client or official information privileges, for the sole use of the intended recipient. Any reliance on or review of this email by anyone other than the intended recipient, or any distribution or forwarding of this email, without express written permission of the City Attorney is strictly prohibited. If you are not the intended recipient, please contact the sender by reply email, and destroy all copies of the original message.

From: Andee Leisy <[email protected]>
Date: Tuesday, November 9, 2021 at 4:54 PM
To: Sandra Delgado <[email protected]>, Kathryn A. Ramirez <[email protected]>
Cc: Veronika Morrison <[email protected]>, Cyndi Rodriguez <[email protected]>, David Womack <[email protected]> Subject: RE: CA PRA Request re 2498 Conejo Center Drive, Thousand Oaks, CA CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Mr. Womack – am I correct in understanding that this latest production from the City, which took several weeks to provide, includes only one mostly redacted oak tree report? Was more intended to be included? Please advise. Thank you
Andee
Andrea K. Leisy
Attorney

R E M Y | M O O S E | M A N L E Y LLP
555 Capitol Mall, Suite 800 | Sacramento, CA 95814
P (916) 443-2745 x 207 | F (916) 443-9017
[email protected] | www.rmmenvirolaw.com
CONFIDENTIALITY NOTICE: This electronic mail message and any attachments are intended only for the use of the addressee(s) named above and may contain information that is privileged, confidential and exempt from disclosure under applicable law. If you are not an intended recipient, or the employee or agent responsible for delivering this e-mail to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you received this e-mail message in error, please immediately notify the sender by replying to this message or by telephone. Thank you.

Please consider the environment before printing this e-mail or attachments.

From: Sandra Delgado <[email protected]>
Sent: Tuesday, November 9, 2021 4:23 PM
To: Kathryn A. Ramirez <[email protected]>
Cc: Andee Leisy <[email protected]>; Veronika Morrison <[email protected]>; Cyndi Rodriguez <[email protected]>; David Womack <[email protected]>
Subject: RE: CA PRA Request re 2498 Conejo Center Drive, Thousand Oaks, CA Hello,
Attached please find the third response to your request. Please note for security reasons, the provided link has been made available to all email addresses in this email message only. Should you need another email address to have access to it, please let me know.

Once you enter your email address, you may be asked to provide a code sent to that corresponding email.

Thank you,
Sandra Delgado, MPPA, CMC, CPMC
Records Management Analyst
City of Thousand Oaks
(805) 449-2152
From: Sandra Delgado
Sent: Thursday, October 28, 2021 4:35 PM
To: Kathryn A. Ramirez <[email protected]>
Cc: Andee Leisy <[email protected]>; Veronika Morrison <[email protected]>; Cyndi Rodriguez <[email protected]>; David Womack <[email protected]>
Subject: RE: CA PRA Request re 2498 Conejo Center Drive, Thousand Oaks, CA Hi Kathryn,
Please try this link:
https://toaksorgmy.sharepoint.com/:f:/g/personal/sdelgado_toaks_org/EuLx1eL5ppJJssGyQ_FYRkoBxz61OK2MaN4K ez3bi6BEog?e=1g4ymD
For security reasons, the provided link has been made available to all email addresses in this email message. Should you need another email address to have access to it, let me know so that I can make that change.

Once you enter your email address, you may be asked to provide a code sent to that corresponding email.

Please let me know if you have any other issues.

Thank you,
Sandra
From: Kathryn A. Ramirez <[email protected]>
Sent: Thursday, October 28, 2021 4:23 PM
To: Sandra Delgado <[email protected]>
Cc: Andee Leisy <[email protected]>; Veronika Morrison <[email protected]>; Cyndi Rodriguez <[email protected]>; David Womack <[email protected]>
Subject: RE: CA PRA Request re 2498 Conejo Center Drive, Thousand Oaks, CA CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Hi Sandra!
A couple of us tried the link provided in the letter, by clicking on it and by copying/pasting it into a couple of different browsers - it does not work. Would you please send a new link? Thank you!
Kathryn A. Ramirez
Paralegal
R E M Y | M O O S E | M A N L E Y LLP
555 Capitol Mall, Suite 800 | Sacramento, CA 95814
P (916) 443-2745 x 221 | F (916) 443-9017
From: Sandra Delgado <[email protected]>
Sent: Thursday, October 28, 2021 4:11 PM
To: Kathryn A. Ramirez <[email protected]>
Cc: Andee Leisy <[email protected]>; Veronika Morrison <[email protected]>; Cyndi Rodriguez <[email protected]>; David Womack <[email protected]>
Subject: RE: CA PRA Request re 2498 Conejo Center Drive, Thousand Oaks, CA Hello,
Please see attached second response to your request.

Thank you,
Sandra Delgado, MPPA, CMC, CPMC
Records Management Analyst
City of Thousand Oaks
(805) 449-2152
From: Sandra Delgado
Sent: Monday, October 18, 2021 7:40 PM
To: Kathryn A. Ramirez <[email protected]>
Cc: Andee Leisy <[email protected]>; Veronika Morrison <[email protected]>; Cyndi Rodriguez <[email protected]>; David Womack <[email protected]>
Subject: RE: CA PRA Request re 2498 Conejo Center Drive, Thousand Oaks, CA Hello,
Attached please find the response to your request.

The provided link has been made available to all email addresses in this email message. Should you need another email address to have access to it, please let me know so that I can make that change.

Thank you,
Sandra Delgado, MPPA, CMC, CPMC
Records Management Analyst
City of Thousand Oaks
(805) 449-2152
From: Kathryn A. Ramirez <[email protected]>
Sent: Friday, October 8, 2021 4:54 PM
To: City Clerk's Office <[email protected]>; Sandra Delgado <[email protected]> Cc: Andee Leisy <[email protected]>; Veronika Morrison <[email protected]>
Subject: CA PRA Request re 2498 Conejo Center Drive, Thousand Oaks, CA CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Good Afternoon,
We submitted the attached public records act request to the City of Thousand Oaks via the City’s online portal. We are sending it via email so the City can have the request in a PDF format as well.

Sincerely,
Kathryn A. Ramirez
Paralegal
R E M Y | M O O S E | M A N L E Y LLP
555 Capitol Mall, Suite 800 | Sacramento, CA 95814
P (916) 443-2745 x 221 | F (916) 443-9017
This email has been scanned for spam and viruses by Proofpoint Essentials. Click here to report this email as spam.

This email has been scanned for spam and viruses by Proofpoint Essentials. Click here to From: Andee Leisy
To: "Jacquelyn Ruffin"
Cc: Cari Potts; Veronica Villarreal; Kathryn A. Ramirez Subject: RE: CVUSD’s reply to 10/8/2021 CPRA request (10.26.21) Date: Wednesday, November 10, 2021 8:04:10 AM
Attachments: image002.png
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image017.png
Good morning,
Thank you for your reply Jacquelyn and for the additional production of documents yesterday. The District’s cooperation and responsiveness is very much appreciated by our client. I believe your assessment of our prior requests is accurate, including under the fourth category below regarding “public documents,” you are correct that the District need not reiterate any already identified exemptions. Where there are redactions between you and your client we are assuming, for example, that those are attorney-client privileged.

In terms of “associated with the closing,” we are asking for emails and any public documents within the buyer’s and seller’s closing packages as they relate only to ARC/Athens sale, and not any prior proposed buyers for which a sale did not move forward.

And for “as part of this PRA request,” we agree the District does not need to search for and produce any public documents that are already included within the current sets of responsive documents.

Thank you again and please let me know if you have any further questions.

Andee
From: Jacquelyn Ruffin <[email protected]>
Sent: Tuesday, November 9, 2021 3:50 PM
To: Andee Leisy <[email protected]>
Cc: Cari Potts <[email protected]>; Veronica Villarreal <[email protected]>; Kathryn A.

Ramirez <[email protected]>
Subject: RE: CVUSD’s reply to 10/8/2021 CPRA request (10.26.21) Andee:

Hope all is well. I am responding to your Oct. 27 email and Kathryn’s Nov. 8 email.

First, I’d like to provide an update on the rolling disclosures. As you know, you agreed that we could omit clear duplicates from the next sets of responsive documents. To do so, we needed to preliminarily review the next responsive sets and remove any clear duplicates; then ensure that any attachments that were linked in responsive PDFs were added to the main body of the applicable document (e.g., in an email chain with an attachment, add the attachment immediately behind the applicable email chain so that it could be Bates stamped); and then Bates stamp each responsive set. In other words, we spent the time since the last production handling these logistics, and were only recently able to return to the substantive review that precedes each production. To give you a sense of the volume, we have an additional 2000+ pages of documents exclusive of the clear duplicates. With that in mind, we still believe that the duplicate omission process was worthwhile and that the overall process will be faster from here because the total volume of what we need to substantively review and the related total volume of public documents that we will disclose to you for review have been reduced. Thank you again for agreeing to that arrangement and thank you for your patience as we handled the initial logistics.

Second, we intend to provide another production later today. We will not yet have reviewed all of the remaining 2000+ pages of documents by COB today. We aim to provide the next disclosure by COB on Monday.

Third, I am confirming that the transaction closed on October 15.

Fourth, you asked whether we could include “public documents associated with the closing . . . as part of this PRA request.” To clarify:

For “public documents,” I believe that you are agreeing that we do not need to reiterate any already identified exemptions, such as attorney work product documents or attorney client privileged documents. Is that correct?
In terms of “associated with the closing,” are you asking for the public documents within the buyer’s and seller’s closing packages?
For “as part of this PRA request,” I believe that you are agreeing that we do not need to search for and produce any public documents that are already included within our current sets of responsive documents. Is that correct?
Finally, please note that another assistant in our office – Veronica Villarreal – has been assigned to this matter. Please expect the next OneDrive links from Veronica instead of Monica. I’ve removed Monica from this email chain and added Veronica so that you and Kathryn have her email address.

Best regards,
Jacquelyn
Jacquelyn D. Ruffin, Attorney At Law
5425 Everglades Street I Ventura, CA 93003
Tel: 805-644-7188 I Fax: 805-644-7390
E:mail: [email protected]
Website: www.mwgjlaw.com
_______________________________________________
This E-mail is covered by the Electronic Communications Privacy Act, 18 U.S.C. §§ 2510-2521 and is legally privileged. This information is confidential information and is intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited.

From: Andee Leisy <[email protected]>
Sent: Wednesday, October 27, 2021 11:13 AM
To: Jacquelyn Ruffin <[email protected]>
Cc: Cari Potts <[email protected]>; Monica M. Young <[email protected]>; Kathryn A.

Ramirez <[email protected]>
Subject: RE: CVUSD’s reply to 10/8/2021 CPRA request (10.26.21) Thank you Jacquelyn – can you also tell me the status of the sale of the Property? I am assuming escrow closed on 10/15 as planned but would appreciate knowing if that is/was not the case. And, if there are any public documents associated with the closing of the property, if you would please also provide us with a copy of those as part of this PRA request.

Thank you
Andee
From: Jacquelyn Ruffin <[email protected]>
Sent: Wednesday, October 27, 2021 10:45 AM
To: Andee Leisy <[email protected]>
Cc: Cari Potts <[email protected]>; Monica M. Young <[email protected]>; Kathryn A.

Ramirez <[email protected]>
Subject: RE: CVUSD’s reply to 10/8/2021 CPRA request (10.26.21) Good morning, Andee:

Thank you for your confirmation email. We will work on omitting documents that are clearly duplicates (as explained and characterized below) for this next phase of review. Please know that there may still be some duplicates in the next production, but we will aim to reduce the volume as much as possible by deleting the obvious ones.

From: Andee Leisy <[email protected]>
Sent: Wednesday, October 27, 2021 10:21 AM
To: Jacquelyn Ruffin <[email protected]>
Cc: Cari Potts <[email protected]>; Monica M. Young <[email protected]>; Kathryn A.

Ramirez <[email protected]>
Subject: RE: CVUSD’s reply to 10/8/2021 CPRA request (10.26.21) Hi Jacquelyn – my apologies for the delayed reply. Yes, we are agreeable to you and Cari omitting duplicates as you characterize them below. And, if easy to do, we are ok with you providing versions of the emails without your name at the top. If that would bog down production, however, we are ok with just omitting the dups. Thank you very much for your cooperation and assistance in producing documents in a prompt manner. It is appreciated.

Andrea K. Leisy
Attorney

Please consider the environment before printing this e-mail or attachments.

From: Jacquelyn Ruffin <[email protected]>
Sent: Tuesday, October 26, 2021 5:00 PM
To: Andee Leisy <[email protected]>
Cc: Cari Potts <[email protected]>; Monica M. Young <[email protected]>; Kathryn A.

Ramirez <[email protected]>
Subject: RE: CVUSD’s reply to 10/8/2021 CPRA request (10.26.21) Hi, Andee:

Hope all is well. In addition to providing access to the next set of documents, I wanted to advise you of two things.

First, Cari and I checked, and the letter that you previously requested is in this set of documents. (See attached email string.)
Second, we are at the point of our review where we’d like to confirm your position on duplicates, per the attached email. Have you had a chance to consider my request about duplicates as set forth in the attached email? If we don’t hear back from you by close of business tomorrow on this matter, we will proceed with including the duplicates. In other words, we don’t want to delay the next disclosure by waiting for the reply, but instead want to continue to comply with our obligations to promptly disclose responsive documents. (By the way, I inadvertently misspoke in the attached email by referencing “milliseconds” when I just meant to refer to “seconds.”) Best regards,
Jacquelyn
Jacquelyn D. Ruffin, Attorney At Law
5425 Everglades Street I Ventura, CA 93003
Tel: 805-644-7188 I Fax: 805-644-7390
E:mail: [email protected]
Website: www.mwgjlaw.com
_______________________________________________
This E-mail is covered by the Electronic Communications Privacy Act, 18 U.S.C. §§ 2510-2521 and is legally privileged. This information is confidential information and is intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited.

From: Monica M. Young <[email protected]>
Sent: Tuesday, October 26, 2021 4:51 PM
To: Andee Leisy <[email protected]>; [email protected] Cc: Jacquelyn Ruffin <[email protected]>; Cari Potts <[email protected]> Subject: CVUSD’s reply to 10/8/2021 CPRA request (10.26.21) Good afternoon Ms. Leisy,
On behalf of Jacquelyn D. Ruffin, Esq., please see the below OneDrive link to access the documents disclosed as of today’s date. Please direct all responses to Ms. Ruffin and Ms.

Potts. Should you have any issues with the OneDrive link please contact our office or respond via this email. Thank you.
https://mwgjlaw-my.sharepoint.com/:f:/p/myoung/Em4sHPfGw1CvUGA6eBsMB4BT44cJGNzlPF6i5GDphrF5g?e=WgAaag Monica M. Young, Legal
Assistant
Website: www.mwgjlaw.com
phone: (805) 644-7188 | email: [email protected]
5425 Everglades St., Ventura CA 93003
This E-mail is covered by the Electronic Communications Privacy Act, 18 U.S.C. §§ 2510-2521 and is legally privileged. This information is confidential and is intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited.

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Scott Cashen, M.S.—Independent Biological Resources Consultant 3264 Hudson Avenue, Walnut Creek, CA 94597 1
October 13, 2021
Ms. Andrea K. Leisy
Remy Moose Manley, LLP
555 Capitol Mall, Suite 800
Sacramento, CA 95814
Subject: Assessment of Sensitive Biological Resources at 2498 Conejo Center Drive, Newbury Park, California
Dear Ms. Leisy:

Per your request, I conducted an assessment of sensitive biological resources that may occur at 2498 Conejo Center Drive in Newbury Park, California (APNs 667-0-080-015 and 667-0-080- 035). Athens Services intends to use the Property for, among other things, a waste hauling operations center consisting of truck parking, vehicle maintenance, and a business office (the “Project”).1 My assessment was based on a review of the following:

1. Google Earth imagery and topographic maps of the Project site.

2. The California Natural Diversity Database (“CNDDB”), Consortium of California Herbaria Database, and eBird Database.

3. NRCS Web Soil Survey.

4. Scientific literature pertaining to special-status plants and animals that occur in the vicinity of the Project site.

5. The Conservation Element of the Thousand Oaks General Plan (2013).

6. Information provided in Conejo Valley Unified School District Resolution No. 20/21-43 (authorizing sale of the property).

My qualifications include 28 years of professional experience in wildlife biology, forestry, and natural resources management. My experience and scope of work in this regard has included evaluations of a wide range of biological resource issues, scientific field studies, and peer review of over 150 environmental compliance documents prepared pursuant to the California Environmental Quality Act (“CEQA”) and the National Environmental Policy Act (“NEPA”).

My educational background includes a B.S. in Resource Management from the University of California at Berkeley, and a M.S. in Wildlife and Fisheries Science from the Pennsylvania State University. A short version of my CV is attached to this letter. 1 Conejo Valley Unified School District Resolution No. 20/21-43. p. S-1. 2 Environmental Setting
The Project site lies in a transition zone between the Conejo Valley and Santa Monica Mountains. The site contains outcrops and soil of “Conejo Volcanics” (intrusive and extrusive igneous rocks of mostly middle Miocene age).2 The aerial photograph provided in Conejo Valley Unified School District’s Resolution No. 20/21-43 was taken in 2007 and does not accurately depict current conditions at the site.3 Although the site was relatively devoid of vegetation in 2007, it has subsequently revegetated (Figure 1). Currently the site appears to contain annual grassland vegetation, with patches of coastal sage scrub and oak woodland around the periphery of the property. Portions of the site exhibit signs of recent disturbance by off-road vehicles and heavy equipment.

Special-Status Plants
Several special-status plant species are known to occur in the vicinity of the Project site.

According to the Thousand Oaks General Plan (2013):

Thousand Oaks provides habitat for a number of Rare, Endangered or Sensitive plant species. Many of these are endemic to this area and found nowhere else on earth. One of the principal reasons for this proliferation of unique plants is the unusual geologic conditions in this area. In particular, Conejo Volcanic bedrock found in the Santa Monica Mountains and Mount Clef Ridge and the sandstone bedrock typical of the Simi Hills weather to produce unusual soils which are exploited by several sensitive species. Loss of habitat remains the single greatest threat to sensitive plant species.4 Based on my assessment, at least five special-status plants have the potential to occur at the Project site. Three of these plants are officially listed by California or the Federal Government as Endangered, Threatened, or Rare. The other two plants have a California Rare Plant Rank of 1B.1, which means they are rare throughout their range and are seriously threatened in California. If any special-status plants occur at the Project site, they most likely would be negatively impacted by construction and operation of the waste hauling operations center.

Conejo dudleya (Dudleya parva)
Conejo dudleya is an extremely rare plant that is federally listed as threatened.5 All known occurrences of the species are within eastern Ventura County, along an east-west trending ridgeline formed of Conejo Volcanics.6 Conejo dudleya usually grows at the base of scattered rock outcrops in grassland and cactus dominated coastal sage scrub habitat.7 2 Ibid. See also Natural Resources Conservation Service. Web Soil Survey. Available at:
<https://websoilsurvey.sc.egov.usda.gov/App/HomePage.htm>. (Accessed Oct 12, 2021). 3 Conejo Valley Unified School District Resolution No. 20/21-43. Exhibit A-2. 4 City of Thousand Oaks. 2013. Conservation Element, Thousand Oaks General Plan. p. 24. 5 There are only 18 reported occurrences of Dudleya parva. See U.S. Fish and Wildlife Service. 2015. Dudleya abramsii ssp. parva ( = Dudleya parva) (Conejo Dudleya). 5-Year Review: Summary and Evaluation. p. 6. 6 Ibid. p. 4. 7 Ibid. p. 1.
3 Several patches of Conejo dudleya occur 1,000 to 3,600 feet east of the Project site (Figure 2).8 The soils, landforms, and habitat associated with these patches of Conejo dudleya are comparable to those that occur at the Project site.9 As a result, Conejo dudleya may occur at the Project site.

Lyon's pentachaeta (Pentachaeta lyonia)
Lyon's pentachaeta is federally and state listed as Endangered. The species is associated with disturbed grassland, or ecotones between grassland and cactus scrub or patches within shrublands.10 It generally is found in areas with mostly bare ground and low vegetative cover.11 Disturbance events may favor the species, particularly if soil depth reduces annual grass growth and a seed source is available from nearby plants.12
Lyon's pentachaeta is endemic to coastal southern California and only occurs in the Santa Monica Mountains in eastern Ventura and western Los Angeles Counties (ranging over a distance of approximately 19 miles), and on Santa Catalina Island.13 There are several documented occurrences of Lyon's pentachaeta in the vicinity of the Project site, the closest of which is located in sparsely vegetated scrub and grassland communities approximately 1,600 feet to the east (Figure 3).14 The Project site has soils and habitat conditions suitable for Lyon's pentachaeta, and given the proximity of nearby populations, there is potential for Lyon's pentachaeta to occur at the site.

Conejo buckwheat (Eriogonum crocatum)
Conejo buckwheat is state listed as Rare. The species is associated with Conejo volcanic outcrops and other rocky sites containing coastal scrub, chaparral, or grassland plant 8 California Natural Diversity Database. 2021. RareFind 5 [Internet]. California Department of Fish and Wildlife [Oct 1, 2021]. EOndx 19485.
9 Google Earth Pro 7.3. 2021 Jul 16. Available at: <http://www.google.com/earth/index.html>. (Accessed Oct 13, 2021). See also Natural Resources Conservation Service. Web Soil Survey. Available at:
<https://websoilsurvey.sc.egov.usda.gov/App/HomePage.htm>. (Accessed Oct 12, 2021). 10 Fotheringham CJ, Keeley JE. 1998. Ecology and Distribution of Braunton's milkvetch (Astragalus brauntonii) and Lyon's pentachaeta (Pentachaeta lyonii). Unpublished report prepared for California Department of Fish and Game, Region 5 [Long Beach, CA]; Contract # FG5636-R5. Available at:
<https://nrm.dfg.ca.gov/FileHandler.ashx?DocumentID=3154>. 11 U.S. Fish and Wildlife Service. 2019. Lyon's pentachaeta (Pentachaeta lyonia). 5-Year Review: Summary and Evaluation. U.S. Fish and Wildlife Service, Ventura Fish and Wildlife Office, Ventura, California. p. 5. 12 Fotheringham CJ, Keeley JE. 1998. Ecology and Distribution of Braunton's milkvetch (Astragalus brauntonii) and Lyon's pentachaeta (Pentachaeta lyonii). Unpublished report prepared for California Department of Fish and Game, Region 5 [Long Beach, CA]; Contract # FG5636-R5. Available at:
<https://nrm.dfg.ca.gov/FileHandler.ashx?DocumentID=3154>. 13 U.S. Fish and Wildlife Service. 2019. Lyon's pentachaeta (Pentachaeta lyonia). 5-Year Review: Summary and Evaluation. U.S. Fish and Wildlife Service, Ventura Fish and Wildlife Office, Ventura, California. p. 2. 14 California Natural Diversity Database. 2021. RareFind 5 [Internet]. California Department of Fish and Wildlife [Oct 1, 2021]. EOndx 28591.
4 communities.15 There are several documented occurrences of Conejo buckwheat in the vicinity of the Project site, the closest of which is located approximately 5,800 feet to the east (Figure 4).16 The Project site contains Conejo volcanic outcrops that provide potential habitat for Conejo buckwheat.17
Blochman's dudleya (Dudleya blochmaniae ssp. blochmaniae) Blochman's dudleya has a California Rare Plant Rank of 1B.1. The species occurs on open, rocky slopes containing coastal scrub, chaparral, or grassland plant communities.18 The Project site provides potential habitat for Blochman's dudleya, which is known to occur on Conejo volcanic outcrops approximately 3,300 feet east of the Project site (Figure 5).19 Ojai navarretia (Navarretia ojaiensis)
Ojai navarretia has a California Rare Plant Rank of 1B.1. The species is endemic to Ventura County and southwestern Los Angeles County, where it occurs in openings in shrublands and grasslands.20 Several patches of Ojai navarretia occur along bands of volcanic outcrops approximately 2,400 feet east of the Project site (Figure 6).21 The Project site contains volcanic outcrops that provide potential habitat for Ojai navarretia.

Special-Status Animals
Based on my assessment, the southern California legless lizard and coast horned lizard have the potential to occur at the Project site. Both of these species are listed as California Species of Special Concern. In addition to impacts caused by habitat loss, these species would be subject to being crushed by vehicles during construction and operation of the waste hauling operations center.

The coastal California gnatcatcher is a federally threatened species that is known to occur in coastal sage scrub habitat immediately east of the Project site (Figure 7).22 As a result, the species is likely to occur in any coastal sage scrub habitat that occurs at the Project site. Because habitat loss is the primary threat to the coastal California gnatcatcher, and because the gnatcatcher populations in southern Ventura County represent the northernmost extent of the 15 Ibid.
16 Ibid. EOndx 28591.
17 Natural Resources Conservation Service. Web Soil Survey. Available at:
<https://websoilsurvey.sc.egov.usda.gov/App/HomePage.htm>. (Accessed Oct 12, 2021). 18 California Natural Diversity Database. 2021. RareFind 5 [Internet]. California Department of Fish and Wildlife [Oct 1, 2021].
19 Ibid. EOndx 8972.
20 Ibid.
21 Ibid. EOndx 103124 22 Ibid. See also eBird. 2021. eBird: An online database of bird distribution and abundance [web application]. eBird, Ithaca, New York. Available at: <http://www.ebird.org>. (Accessed Oct 13, 2021). 5 species’ range, any impacts to gnatcatcher habitat at (or adjacent to) the Project site would be significant under CEQA.23
Sincerely,
Scott Cashen, M.S.

Senior Biologist

23 U.S. Fish and Wildlife Service. 2010. Coastal California gnatcatcher (Polioptila californica californica). 5-Year Review: Summary and Evaluation. U.S. Fish and Wildlife Service, Carlsbad Fish and Wildlife Office, Carlsbad, California. p. 6.
6 Figure 1. Aerial image of the Project site (imagery dated February 28, 2021). 7 Figure 2. CNDDB records (yellow polygons) of Conejo dudleya in relation to the Project site (red arrow).
8 Figure 3. CNDDB records (yellow polygons) of Lyon's pentachaeta in relation to the Project site (red arrow).
9 Figure 4. CNDDB records (yellow polygons) of Conejo buckwheat in relation to the Project site (red arrow).
10 Figure 5. CNDDB record (yellow polygon) of Blochman's dudleya in relation to the Project site (red arrow).
11 Figure 6. CNDDB records (yellow polygons) of Ojai navarretia in relation to the Project site (red arrow).
12 Figure 7. CNDDB record (yellow polygon) of coastal California gnatcatcher in relation to the Project site (red arrow).

Scott Cashen, M.S.

Senior Wildlife Biologist
Education
x Master of Science, Wildlife and Fisheries Science, Pennsylvania State University (1998) x Bachelor of Science, Resource Management, University of California at Berkeley (1992) Areas of Expertise
x Impacts of development projects on biological resources x Impacts of renewable energy projects
x CEQA/NEPA compliance
x Biological resource assessments
x Scientific field studies (design, implementation, and management) x Fish and wildlife surveys
x Habitat restoration
x Invasive species
x Scientific writing and technical editing
x Forest management
x Fire ecology
Professional Experience
x Independent Biological Resources Consultant, Walnut Creek, CA (2007 – present). x TSS Consultants, Senior Biologist, Walnut Creek, CA (2005 –2007). x ECORP Consulting, Senior Biologist, Oakland, CA (2000 –2005). x Pt. Reyes Bird Observatory, Field Ornithologist, SF Bay Area (2000). x National Park Service, Field Ornithologist, Alaska (1999). x Penn State University – Instructor of Wildlife Management (1998). x Penn State University – Graduate Research Assistant/Teaching Assistant (1995-1998). x Pacific Meridian Resources, Consulting Forester, Emeryville, CA (1992 –1995). x University of California, Biological Resources Technician, Tahoe National Forest (1992).

P.O. Box 1596 Mackinac Island, MI 49757 Phone: (906) 847-8276 Griffin Cove Transportation Consulting, PLLC
October 14, 2021

CONFIDENTIAL ATTORNEY CLIENT PRIVILEGED
Ms. Andrea K. Leisy
Remy Moose Manley LLP
555 Capitol Mall, Suite 800
Sacramento, CA 95814

Subject: Exclusive Franchise Agreement for Waste Collection – Thousand Oaks, California Dear Ms. Leisy:

Griffin Cove Transportation Consulting, PLLC (GCTC) has completed a review of various materials related to the award of an exclusive franchise agreement (“Agreement”) for waste collection services in the City of Thousand Oaks, California, and including the recently discovered Conejo Valley Unified School District Purchase and Sale Agreement for the 2498 Conejo Center Drive Property (Resolution No. 20/21-43). The executed Agreement with Arakelian Enterprises, Inc. dba Athens Services (“Athens”) provides a 15-year contract term with two optional five-year extensions. It is our understanding that this Agreement was approved by the Thousand Oaks City Council on March 9, 2021. Further, we understand that the City applied certain exemptions from the California Environmental Quality Act (CEQA) as a means to avoid preparation of any environmental analyses or documentation.

Our review of the relevant material indicates that there is a reasonable possibility that implementation of the Agreement may result in significant environmental impacts, particularly with respect to vehicle-miles-traveled (VMT) and traffic safety. The results of our review regarding these two issues are described in greater detail below.

Our VMT analysis focuses on the potential VMT increase associated with truck trips resulting from the collection and processing of residential and commercial recyclables under two scenarios:
• Short-Term Impacts – All recyclable collection trucks would be based at the Athens Sun Valley Materials Recovery Facility (“Sun Valley MRF”), and all recyclable material would be transported from Thousand Oaks to the Sun Valley MRF for processing. • Long-Term Impacts – Athens would utilize a new facility at 2498 Conejo Center Drive in Thousand Oaks as its base of operations, but all recyclable material would continue to be transported to the Sun Valley MRF for processing This potential new facility is described in greater detail below.

Recyclables represent only one of the waste streams associated with the Agreement. The others are green waste, food waste and municipal solid waste (MSW); because of the many variable factors associated with those waste streams they are not considered in this preliminary review.

Ms. Andrea K. Leisy
Remy Moose Manley LLP
October 14, 2021

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Thousand Oaks City CouncilMarch 24, 2026

Thousand Oaks City Council
March 24, 2026