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HomeMy WebLinkAbout02-05-2019 Item 6 - Approval of Final Map for 3095 and 3777 OrcuttDepartment Name: Community Development Cost Center: 4003 For Agenda of: February 5, 2019 Placement: Consent Item Estimated Time: N/A FROM: Michael Codron, Community Development Director Prepared By: Diane Dostalek, Senior Civil Engineer SUBJECT: APPROVAL OF THE FINAL MAP FOR TRACT 3095, 3777 ORCUTT (SBDV- 2586-2016) RECOMMENDATION Adopt a resolution (Attachment A) approving the Final Map for Tract 3095, 3777 Orcutt Road, and authorizing the Mayor to execute a Subdivision Agreement and Biological Open Space Easement Agreement. DISCUSSION Background/Previous Council Action Tract 3095 (SBDV-2586-2016), commonly referred to as the Imel subdivision, is located at 3777 Orcutt Road (Attachment B, Vicinity Map) in the Orcutt Area Specific Plan (OASP) area. A vesting tentative map for Tract 3095 was approved by the City Council on February 21, 2017, by Resolution No. 10773 (2017 Series) (Attachment C - Reading File). The tentative map (Attachment D - Reading File) approved creation of 23 lots consisting of 18 single-family residential lots, two drainage basin lots, and three open space lots. Final Map Specifics The final map for Tract 3095 will create 23 lots consisting of 18 single -family lots (Lots 1 to 18), two private drainage basin lots (Lots 19 and 20), two private open space lots (Lots 22 and 23), and one public open space (Lot 21) which will be dedicated to the public in fee with the map , per the OASP policies and prior Council approval at the vesting tentative map stage. Lot 21 Public Open Space Lot 21 is located between Imel Road and the OASP central neighborhood park. There is a creek that runs through this lot. The subdivider will be constructing a pedestrian path with fencing/guardrails on this lot. The path is intended to ultimately connect to the park. The path on Lot 21, the fencing/guardrails, any necessary retaining walls to stabilize the path, and any landscaping and irrigation associated with the path will be maintained by the HOA pursuant to the CC&R’s and a separate Private Improvement Encr oachment Agreement being recorded concurrently with the map. The subdivider will also be constructing a sewer line through this lot to serve the subdivision. The sewer line will be publicly-maintained. Packet Pg. 76 Item 6 Also located on Lot 21 is an existing heritage sycamore tree that was identified in Condition #30 of Council Resolution No. 10773 (2017 Series) to be preserved, if practical. The subdivider has submitted a surety guaranteeing that construction of the subdivision improvements does not cause the death of the tree. If the tree dies and it is determined that the work was a contributing factor in the death of the tree, then the surety will guarantee that the subdivider performs the necessary mitigation to offset the loss of the tree. Affordable Housing On June 29, 2017, the City and the subdivider entered into an Affordable Housing Agreement (Attachment E – Reading File), which satisfies Condition #79 of Council Resolution No. 10773 (2017 Series). That agreement addressed the affordable housing requirements for Tr act 3095 (Imel), Tract 3063 (Righetti), Tract 3066 (Jones) and the Pratt property. The subdivider s will be meeting their 15% affordable housing requirement of the OASP (10% moderate-income and 5% low-income) for Tract 3095 by providing two moderate-income and one low-income unit in the Jones subdivision pursuant to said agreement. Biological Open Space Easement Agreement As required per Condition #8 of Council Resolution No. 10773 (2017 Series), a Biological Open Space Easement Agreement (Attachment F) will be recorded over Lots 22 and 23 for the creek corridors. The resolution approving the final map (Attachment A) also authorizes the Mayor to execute the Biological Open Space Easement Agreement. Approving the Final Map The tentative map has an initial two-year life per Municipal Code Section 16.10.150. The subdivider has not yet requested any time extensions, therefore the vesting tentative map has an expiration date of February 21, 2019. The final map must be completed prior to expiration of the tentative map. The final map for Tract 3095 (Attachment G) is ready to be approved. There are a few minor revisions still required for technical accuracy and condition compliance, but those changes will be completed before the map records. Pursuant to Section 16.14.080 of the Municipal Code, the Public Works Director has determined that the final map is in substantial compliance with the tentative map and approved modifications thereof. California Government Code Section 66474.1 states that “a Legislative body sha ll not deny approval of a final or parcel map if it has previously approved a tentative map for the proposed subdivision and if it finds that the final or parcel map is in substantial compliance with the previously approved tentative map.” The approval of a final map is considered a ministerial action. Appropriate securities will be submitted prior to map recordation to guarantee completion of the required subdivision improvements as shown in the Subdivision Agreement (Attachment H). The resolution approving the final map (Attachment A) also authorizes the Mayor to sign the Subdivision Agreement requiring the Subdivider to complete the subdivision improvements. Policy Context The proposed action approving the final map is consistent with the policies set forth in the previously referenced Municipal Code and California Government Code sections. Packet Pg. 77 Item 6 Public Engagement Public notification for the tentative map and environmental document occurred with the Planning Commission hearing on January 25, 2017. Approval of the final map is considered a ministerial action, so a public hearing to approve the final map is not required. CONCURRENCES The Director of Public Works and the Natural Resources Manager concur with the recommended action. ENVIRONMENTAL REVIEW The Orcutt Area Specific Plan (OASP) and an associated Final Environmental Impact Report (FEIR) were approved and certified in March 2010. Council adopted a Mitigated Negative Declaration for Tract 3095 on February 21, 2017, that tiered off of the OASP FEIR. Bo th the 2010 FEIR and subsequent Mitigated Negative Declaration constitute the complete environmental determination for the project. The final map is substantially in compliance with the tentative map evaluated with this prior environmental determination. Approval of the final map is statutorily exempt under the California Environmental Quality Act (CEQA) pursuant to Section 15268(b)(3) Ministerial Projects (approval of final subdivision maps) of Title 14 of the California Code of Regulations (State CEQA G uidelines). Therefore, no further environmental review is required. FISCAL IMPACT Budgeted: N/A Budget Year: N/A Funding Identified: N/A Fiscal Analysis: Funding Sources Total Budget Available Current Funding Request Remaining Balance Annual Ongoing Cost General Fund N/A State Federal Fees Other: Total $ $ $ $ *There is no new fiscal impact to the City associated with approving the final map for Tract 3095. Packet Pg. 78 Item 6 The public improvements that will be constructed with this phase will result in an increase in maintenance costs for the public streets, public water and sewer, and other infrastructure upon acceptance of the improvements by the City. These costs will be shown in future Financial Plans as the facilities are accepted and begin to require standard maintenance. The trail and associated improvements that cross the public open space Lot 21 connecting Imel Road to the OASP central neighborhood park will be privately-maintained. The sewer line on Lot 21 will be publicly- maintained. ALTERNATIVE Deny approval of the final map. Denying approval of the final map can apply if findings are made that the requirements or conditions of the tentative map have not been met or performed (Section 66473 of the Subdivision Map Act) or if findings are made that the final map is not in substantial compliance with the previously approved tentative map (Section 66474.1 of the Subdivision Map Act). Because the final map is in substantial compliance with the tentative map and all of the conditions of the map will be met or securities deposited prior to map recordation, Sections 66474.1 and 66473 of the Subdivision Map Act require that City Council approve the map. Therefore, denying approval of the final map is not a recommended alternative unless t he required findings are made. Attachments: a - Draft Resolution Approving Final Map b - Vicinity Map c - Reading File - R10773 - Resolution approving tentative map d - Reading File - Tentative Map e - Reading File - Affordable Housing Agreement f - Biological Open Space Easement Agreement g - Draft Final Map h - Subdivision Agreement Packet Pg. 79 Item 6 R _____ RESOLUTION NO. (2019 SERIES) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS OBISPO, CALIFORNIA, APPROVING THE FINAL MAP FOR TRACT 3095, 3777 ORCUTT ROAD (SBDV-2586-2016) WHEREAS, the City Council made certain findings concerning the vesting tentative map for Tract 3095, as prescribed in Resolution No. 10773 (2017 Series); and WHEREAS, the subdivider has requested that the Council approve the final map for Tract 3095; and WHEREAS, all requirements, conditions and mitigation measures required per said Resolution No. 10773 (2017 Series); have been completed or appropriate securities will be in place to guarantee their completion prior to map recordation ; and WHEREAS, the subdivider will submit appropriate securities to guarantee installation of the required subdivision improvements as shown on the approved plans prior to map recordation, and fees will be received prior to map recordation, as prescribed in the Subdivision Agreement; and WHEREAS, there are certain creek corridors within Tract 3095 that are required to be preserved with an easement pursuant to Condition #8 of Resolution No. 10773 (2017 Series); and WHEREAS, the Orcutt Area Specific Plan (OASP) and an associated Final Environmental Impact Report (FEIR) were approved and certified in March 2010. Council adopted a Mitigated Negative Declaration for Tract 3095 on February 21, 2017, that tiered off of the OASP FEIR. Both the 2010 FEIR and subsequent Mitigated Negative Declaration constitute the complete environmental determination for the project. The final map is substantially in compliance with the tentative map evaluated with this prior environmental determination.; and WHEREAS, approval of the final map is statutorily exempt under the California Environmental Quality Act (CEQA) pursuant to Section 15268(b)(3) Ministerial Projects (approval of final subdivision maps) of Title 14 of the California Code of Regulations (State CEQA Guidelines). Therefore, no further environmental review is required. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San Luis Obispo as follows: SECTION 1. The final map for Tract 3095 is found to be in substantial compliance with the tentative map. Packet Pg. 80 Item 6 Resolution No. (2019 Series) Page 2 R _____ SECTION 2. Approval of the draft final map for Tract 3095 shown in Attachment G of the staff report is hereby granted with the understanding that minor changes to the final map for technical accuracy and condition compliance may still be needed. The Public Works Director is authorized to approve these changes and record the map when it is deemed to be complete and all conditions and mitigation measures are complied with. SECTION 3. The Subdivision Agreement for Tract 3095 is approved, and the Mayor is authorized to approve minor revisions to the agreement and execute the document in a form substantially the same as shown in Attachment H of the staff report. SECTION 4. The Biological Open Space Easement Agreement for Tract 3095 is approved, and the Mayor is authorized to approve minor revisions to the agreement and execute the document in a form substantially the same as shown in Attachment F of the staff report. SECTION 5. The Mayor and City staff are authorized to take action necessary to carry out the intent of this resolution. SECTION 6. Environmental Review. the Orcutt Area Specific Plan (OASP) and an associated Final Environmental Impact Report (FEIR) were approved and certified in March 2010. Council adopted a Mitigated Negative Declaration for Tract 3095 on February 21, 2017, that tiered off of the OASP FEIR. Both the 2010 FEIR and subsequent Mitigated Negative Declaration constitute the complete environmental determination for the project. The final map is substantiall y in compliance with the tentative map evaluated with this prior environmental determination. Approval of the final map is statutorily exempt under the California Environmental Quality Act (CEQA) pursuant to Section 15268(b)(3) Ministerial Projects (approval of final subdivision maps) of Title 14 of the California Code of Regulations (State CEQA Guidelines). Therefore, no further environmental review is required. Upon motion of _______________________, seconded by ________________________, and on the following roll call vote: AYES: NOES: ABSENT: The foregoing resolution was adopted this ______ day of _______________ 2019. ________________________________ Mayor Heidi Harmon ATTEST: ______________________________ Teresa Purrington City Clerk Packet Pg. 81 Item 6 Resolution No. (2019 Series) Page 3 R _____ APPROVED AS TO FORM: ________________________________ J. Christine Dietrick City Attorney IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Luis Obispo, California, this ______ day of ______________, _________. ______________________________ Teresa Purrington City Clerk Packet Pg. 82 Item 6 U nnamedH a n se n C re ek C ro ta lo C r e e k T a n g l e w o o d C r e e k Unnam edU n n ame dB arrancaCreekU n nam edJOHNSON AVETWINCREEKRDB E T T E NF ORDDRHI L L SI DE DRRIG HETTI RANCH RDBERNARDODRSEBRIGHTRDS P O N Z A DR N O V E N O AV E HOL L YHOCKWAYC E R R O C A B R ILLO LN JAMILE ECTSEQUOIADRHATCHERY L NKENTWOODDRTANGLEWOOD DR CEDAR CT PARK R I DGE L NTIBURON W AYLEEANN CTJONESWAYS T U A R T W A Y S E QU OI A DRHAYF I EL D L OOPA N C O N A L N TA NG LE W O O D DR BUL L OCKL NBA N T A M C TRA NCHHOUSERDCRESTVIEWCIRCRESTVIEWCIRLAWNWOODDRROCK GARDEN L NL EMONGROVE LNOR C UT T R DQ U A R R Y C T HANSEN LNKI L BERN WAYC A LLE C R O T AL O ¯0 640 1,280 1,920 2,560320 Feet Vicinity Map parcel Creeks Type Open Channel Covered Channel Closed Conduit N/A MAINT_BY PRIVATE City Limit Streets Open Space Trails Parks Hwy 101 Packet Pg. 83 Item 6 Packet Pg. 84 Item 6 Packet Pg. 85 Item 6 Packet Pg. 86 Item 6 Packet Pg. 87 Item 6 Packet Pg. 88 Item 6 Packet Pg. 89 Item 6 Packet Pg. 90 Item 6 Packet Pg. 91 Item 6 Packet Pg. 92 Item 6 Packet Pg. 93 Item 6 Packet Pg. 94 Item 6 Packet Pg. 95 Item 6 Packet Pg. 96 Item 6 Packet Pg. 97 Item 6 Packet Pg. 98 Item 6 Packet Pg. 99 Item 6 Packet Pg. 100 Item 6 Packet Pg. 101 Item 6 Packet Pg. 102 Item 6 Packet Pg. 103 Item 6 Packet Pg. 104 Item 6 Packet Pg. 105 Item 6 Packet Pg. 106 Item 6 Packet Pg. 107 Item 6 Packet Pg. 108 Item 6 Packet Pg. 109 Item 6 Packet Pg. 110 Item 6 Packet Pg. 111 Item 6 Packet Pg. 112 Item 6 Packet Pg. 113 Item 6 Packet Pg. 114 Item 6 Packet Pg. 115 Item 6 Packet Pg. 116 Item 6 Packet Pg. 117 Item 6 Packet Pg. 118 Item 6 Packet Pg. 119 Item 6 Packet Pg. 120 Item 6 Packet Pg. 121 Item 6 Packet Pg. 122Item 6 Packet Pg. 123Item 6 Packet Pg. 124Item 6 Packet Pg. 125Item 6 Packet Pg. 126Item 6 Packet Pg. 127Item 6 Packet Pg. 128Item 6 Packet Pg. 129Item 6 Packet Pg. 130Item 6 Packet Pg. 131Item 6 Packet Pg. 132Item 6 Packet Pg. 133Item 6 G [i 1 i RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of San Luis Obispo Community Development Department 919 Palm Street San Luis Obispo, CA 93401-3249 Attn: Community Development Director 2017033670 Tommy Gong San Luis Obispo - County Clerk -Recorder 07/28/ 2017 03:58 PM Recorded at the request of PUBLIC Titles: 1 Pages: 25 Fees: $0.00 Taxes: $0.00 Total: $0.00 IIN Mh I V MWIi'INN II N No fee for recording pursuant to (Space above for Recorder's Use) Government Code Section 27383 AFFORDABLE HOUSING AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS For -Sale Affordable Units for Tract # 3063, Tract # 3066, and Tract # 3095) This AFFORDABLE HOUSING AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS ("Agreement") is made and entered into on the J_ day of J AV) 2017 by and between the City of San Luis Obispo, a California charter city and municipal corporation (the "City"), and Righetti Ranch, LP, a Delaware limited partnership Righetti"), also referred to herein as "Owner." Owner and City are sometimes collectively referred to as the "Parties." RECITALS A. Owner is the owner of certain real property known as Righetti Ranch (Tract #3063), Jones Ranch (Tract #3066), Imel (Tract #3095), and the Pratt Property (APN: 053-061-024) in the City, which are more particularly described in attached Exhibit A incorporated herein by this reference and collectively referred herein as (the "Property"). B. Within the three combined subdivisions and the Pratt Property, Owner will develop over four hundred and seventeen (417) residential units (the "Project"). C. To satisfy the requirements of Municipal Code Chapter 17.91 (the "Inclusionary Housing Ordinance"), and in connection with the Project's approvals, Owner has agreed to develop sixty-three (63) affordable units to meet the Inclusionary Housing Requirement for Righetti Ranch Tract 3063, Jones Tract 3066, Imel Tract 3095, and the Pratt Property. D. Policy 3.3.4 of the Orcutt Area Specific Plan ("OASP") provides developers within the specific plan area the opportunity to dedicate land in lieu of building affordable housing on- site. Specifically, that section states: Developers of residential subdivisions may dedicate land to the Housing Authority, or other City recognized low-income housing developer, in -lieu of constructing the 1808\03\1834969.5 0= z-ofog Packet Pg. 134 Item 6 required affordable housing units. Land that is dedicated for the purpose of developing affordable housing must be of sufficient size to construct at least the number of low and/or moderate income units required by the Inclusionary Housing Ordinance for the project, plus 25% to accommodate the allowed density bonus. When land is provided to meet the affordable housing requirement, all frontage improvements and required off-site improvements shall be installed by the market - rate housing developer. In general, land dedicated for affordable housing shall be dispersed throughout subdivisions, instead of clustered. The requirement to disperse affordable housing shall not be construed to prevent dedication of land suitable for an affordable apartment project. E. Owner desires to satisfy the City's Inclusionary Housing Ordinance by: (1) constructing and selling nine (9) units within Jones (Tract 3066) (the "Affordable Units") and in conformance with the sales prices and income limits established by the City's "Affordable Housing Standards" published by the City's Community Development Department to implement the Inclusionary Housing Ordinance pursuant to Municipal Code Section 17.91.040 B and (2) dedicating a portion of land located at 3750 Bullock Lane, San Luis Obispo, APN: 053-061-024, commonly referred to as the "Pratt Property," to People's Self Help Housing, Inc. ("PSHH"), for the construction of at least fifty-four (54) affordable units. The Pratt Property is legally described in Exhibit A incorporated herein by this reference. The portion of the Pratt Property to be dedicated to PSHH is generally depicted in Exhibit B incorporated herein by this reference. This property is referred to herein as (the "Dedication Property.") F. Pursuant to the Inclusionary Housing Ordinance and the Affordable Housing Standards, the Owner is required to sell the designated Affordable Units in Jones (Tract 3066) to buyers from moderate income households (the "Initial Buyers") and to execute certain documents with each Initial Buyer that will restrict the sales price to maintain the affordability of the Affordable Units or impose an equity -sharing program for a period of forty-five (45) years from the date of sale to the Initial Buyer (the "Affordability Period"). AGREEMENT NOW, THEREFORE, the Parties agree and acknowledge that the above recitals are true and accurate, and are incorporated into this Agreement by this reference, and the Parties mutually acknowledge and agree as follows: ARTICLE 1. DEFINITIONS AND EXHIBITS Section 1.1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms have the following meanings in this Agreement: a) "Affordable Housing Rental Restriction Agreement" means the Affordable Housing Rental Restriction Agreement and Declaration of Restrictive Covenants executed by Owner encumbering the Dedication Property. 2 1808\03\1834969.5 Packet Pg. 135 Item 6 b) "Affordable Sales Price" means the maximum allowable sales price for an Affordable Unit in effect at the time of its sale by the Owner to an Eligible Household, which is to be calculated in accordance with the formula provided in the Affordable Housing Standards. c) "Director" means the Community Development Director of the City or successor position. d) "Eligible Household" means a household which has been determined by the Housing Authority or other agency designated by the Director to be eligible to purchase an Affordable Unit as a Moderate Income Household, in compliance with the Inclusionary Housing Ordinance and this Agreement. e) "Homebuyer/City Deed of Trust" means the Purchase Money Deed of Trust, Deed of Trust Covenants, Assignment of Rents, Security Agreement and Fixture Filing, executed by each Initial Buyer of an Affordable Unit that secures the Initial Buyer's performance under the Homebuyer/City Note. f) "Homebuyer/City Note" means the Occupancy, Resale, and Refinancing Restriction Agreement, with Option to Purchase and Promissory Note Secured by Deed of Trust, and executed by each Initial Buyer of an Affordable Unit. g) "Household Income" means the combined gross, pre-tax income of all adult occupants of the applicant household. h) "Housing Authority" means the Housing Authority of the City of San Luis Obispo. i) "Phase 1", "Phase 2", and "Phase 3" means the development phases of the Project as shown on the phasing map hereto attached as Exhibit C. Section 1.2. "Moderate Income Household" is defined in the City of San Luis Obispo's Affordable Housing Standards and means a household with a Household Income that does not exceed 120% of the area median income as established by the California Department of Housing and Community Development. Exhibits. The following exhibits are attached to this Agreement: Exhibit A Legal Description of the Project properties Exhibit B Depiction of the Dedication Property. Exhibit C Phasing map of the Project including the Location of Affordable Units and Schedule of Affordable Units in Jones (Tract 3066) ARTICLE 2. CONSTRUCTION OF TRACT 3066 (JONES) PROJECT AND AFFORDABLE UNITS Section 2.1. Construction of Affordable Units. The Parties have agreed that the Owner shall construct and sell the Affordable Units, consisting of nine, two bedroom units within Jones Tract 3066 in the approximate location shown and described on Exhibit C in conformance with 1808\03\1834969.5 Packet Pg. 136 Item 6 the sales prices and income limits established for moderate income families as defined by the City's Affordable Housing Standards. If, after recordation of this Agreement, Owner proposes to change the location of any Affordable Unit within the Project, Owner shall submit a written request for such change to the Director, who shall have sole discretion to approve or deny such request. Section 2.2. Construction Timing. The Affordable Units shall be constructed in proportion to construction of the other units in the Project pursuant to the schedule in Exhibit C. No certificates of occupancy or final inspections shall be issued after the seventeenth (17`h) unit in the Project Phase 3 until certificates of occupancy or final inspections have been issued for the nine Affordable Units unless an alternate phasing plan has been approved as part of the Project's discretionary approvals. Section 2.3. Design and Appearance of Affordable Units. The design, appearance, and general quality of the Affordable Units shall be of the same character as the Project as a whole. Section 2.4. Use of Affordable Units. The Affordable Units shall be sold only to Eligible Households who will owner -occupy the Affordable Units as their primary place of residence. ARTICLE 3. SALE OF AFFORDABLE UNITS Section 3.1. Sale of Affordable Units by Owner to Eligible Households. a) Owner shall sell all the Affordable Units to Eligible Households at an Affordable Sales Price as established by the City's Affordable Housing Standards and in accordance with the City's Affordable Housing Purchase Guidelines. The Affordable Sales Price shall be the absolute maximum price that the Owner or any other seller may receive as compensation for the sale of an Affordable Unit. b) Owner shall actively market the Affordable Units, openly and in the same general manner as the Project as a whole, allow prospective buyers to view the Affordable Units, model units or floor plans, disclosure documents, and any other relevant sales materials, as may be available. Owner's sales agents shall provide the same general quality of customer service to the Affordable Unit buyers as provided to market -rate buyers, shall display information about the availability of the Affordable Units in a readily noticeable manner in the sales office and/or Project sales website, shall disclose the Affordable Unit restrictions to any prospective buyers in a timely manner and direct potential purchasers to submit eligibility applications to determine if they qualify as Eligible Households. c) The Owner agrees to retain the Housing Authority, or other agency designated by the Director, for screening of potential purchasers to determine if they qualify as Eligible Households. d) Once certified, Eligible Households shall submit purchase offers directly to Owner, and Owner shall accept offers to purchase in the order received, provided that such offers include a letter from the Housing Authority, or other agency designated by the Director, that the buyer is an Eligible Household, a valid check for the required good faith deposit, and a preliminary 4 1808\03\1834969.5 Packet Pg. 137 Item 6 first mortgage loan approval. Owner shall conduct any additional screening of applicants deemed necessary and not in violation of fair housing laws. e) Selected applicants shall be responsible for obtaining their own financing for the Affordable Units. f) Purchase contracts between Owner and Eligible Households shall include requirements that buyers execute documents for the benefit of the City as described in Section 3.2 below. g) The escrow instructions for the sale of an Affordable Unit shall stipulate that the Homebuyer/City Note and Homebuyer/City Deed of Trust shall be recorded against the Affordable Unit at close of escrow on the sale to the Eligible Household; and that the Homebuyer/City Note and Homebuyer/City Deed of Trust shall be recorded junior only to the lien of the deed of trust securing the Eligible Household's first purchase money mortgage loan, or to a second mortgage loan only if such loan is provided by a public agency which requires such subordination, or as otherwise approved in writing by the City. h) A Request for Notice of Default and Sale for the benefit of the City shall be recorded for each deed of trust recorded at close of escrow. i) Within five (5) days following the sale of any Affordable Unit by the Owner to an Initial Buyer, Owner shall forward, or shall cause escrow officer to forward to the City, copies of the buyer's and seller's settlement statement and all closing documents, including the Homebuyer/City Note and Homebuyer/City Deed of Trust executed in connection with the sale. 0) Owner shall be independently responsible to make good faith efforts to market and sell the Affordable Units in compliance with this Agreement, and shall cooperate with City in good faith in the effort to sell the Affordable Units to Eligible Households in a timely manner. k) If Owner has not received any purchase offer from an Eligible Household for an Affordable Unit within one hundred eighty (180) days after the Affordable Unit has been offered for sale, the Owner shall provide a one hundred eighty (180) days' notice to the City and shall satisfy any further conditions that may be reasonably required by the City, including but not limited to, further efforts to find an Eligible Household and/or additional marketing by the Owner to attract an offer to purchase from an Eligible Household. If escrow has not closed on the Affordable Unit sale within an additional sixty (60) days from date of Owner's one hundred eighty 180) days' notice, if the City consents in writing, such consent to not be unreasonably withheld, , Owner may sell the Affordable Unit at its fair market value and pay to the City an amount equal to the difference between the actual contract sale price and the Affordable Sales Price. As an alternative, if the parties mutually agree, Owner may sell the Affordable Unit to the City or the City's designee for the Affordable Sales Price to satisfy Owner's obligations under this Agreement with respect to such Affordable Unit. 1) If an Affordable Unit is sold at fair market value with the City's written consent as specified in subsection (k) of this Section, such Affordable Unit shall not be subject to any requirements of this Agreement following City's receipt of applicable payment. Upon receipt 5 1808\03\1834969.5 Packet Pg. 138 Item 6 of such payment, City shall provide Owner with a recordable document releasing the Affordable Unit from this Agreement. Section 3.2. Homebuyer Documents and Security Instruments. Prior to the sale of each Affordable Unit, Owner shall ensure that: a) The Initial Buyer and the City execute a Homebuyer/City Note in the form prepared by the City. b) The Initial Buyer signs a Homebuyer/City Deed of Trust in the form prepared by the City. c) Following sale of an Affordable Unit to the Initial Buyer, the Initial Buyer shall be responsible for complying with the terms of this Agreement through the Homebuyer/City Note and the Homebuyer/City Deed of Trust. Section 3. 3. Records. The Owner shall retain all records related to compliance with obligations under this Agreement for a period not less than five (5) years from the date of origination of such records, and make them available to City employees or others designated by the City for inspection and copying on five (5) business days' written notice. The City shall be entitled to monitor compliance with this Agreement, and the Owner shall cooperate with City monitoring, including obtaining Eligible Household verification upon request of the City. ARTICLE 4. SUBDIVISION OF PRATT PROPERTY AND DEDICATION OF THE LOW INCOME PROPERTY Section 4.1. Compliance with Inclusionary Housing Ordinance. The Parties acknowledge that, pursuant to Policy 3.3.4 of the OASP, Owner is dedicating the Low Income Property to PSHH in order to partially satisfy Owner's affordable housing requirement related to the Project. The Parties agree that should PSHH refuse or fail to accept the Dedication Property, Owner shall be able to dedicate such land to another low-income housing developer approved by the City. Section 4.2. Land Dedication Timing. Prior to certificates of occupancy or final inspections for the Project, Owner shall subdivide the Pratt Property in order to create the Dedication Property as a legal lot pursuant to the Subdivision Map Act and City rules and regulations. The Dedication Property shall be in substantial compliance with the depiction in Exhibit B and of sufficient size to allow for at least fifty-four (54) affordable dwelling units. City and Owner acknowledge that the OASP and recently updated Land Use Element ("LUE") of the City's General Plan identify the Pratt Property as an R-3 zoned parcel. City and Owner acknowledge that City is in the process of updating its Zoning Code which includes the updated zoning as set forth in the LUE. City and Owner further acknowledge that the timing of transfer of the Dedication Property as set forth herein will occur around the same time when the Pratt Property will be rezoned consistent with the LUE. Prior to the issuance of any certificates of occupancy in Phase 2 of the Project, the Dedication Property shall be conveyed in fee simple absolute to PSHH 6 1808\03\1834969.5 Packet Pg. 139 Item 6 free and clear of any liens and deeds of trust except as provided in Section 4.3. Owner shall, at Owner's sole cost and expense, be responsible for constructing the Low Income Property to a super pad" condition which shall mean that the property will (i) be graded to construction readiness without foundation or paving; (ii) all frontage improvements and offsite improvements required to provide access and utilities to the Dedication Property including, but not limited to streets, curbs, gutters, drainage and stormwater compliance associated perimeter streets runoff, sidewalks, street lights, water mains, sewer mains, dry utilities; (iii) all water, sanitary sewer, and treated stormwater drainage, shall be stubbed and sized for the number of units proposed, to the property line of the Dedication Property. All of the aforementioned improvements shall be constructed to City standards at a size and location consistent with an approved tentative map for the Pratt Property or, in absence of an approved tentative map, at a size and location consistent with the OASP, unless otherwise approved by the City's Public Work's Director. Section 4.3. Affordable Housing Agreement, Mote. Prior to dedication of the Low Income Property to PSHH, Owner shall record an Affordable Housing Rental Restriction Agreement in a form subject to the written approval of the City requiring and securing performance of. (i) the construction of at least fifty-four (54) affordable housing units on the Low Income Property; and (ii) restricting the rental of at least fifty-four (54) housing units on the Low Income Property to very low, low, and moderate income in accordance with the affordable housing requirements for the Project. ARTICLE 5. ENFORCEMENT Section 5.1. Covenants Running with the Land. The requirements of this Agreement shall be covenants running with the land as defined in California Civil Code Section 1460, and shall apply to the properties as shown and described on Exhibit A. Pursuant to Civil Code Section 1468, which governs such covenants, the provisions of this Agreement shall be binding upon all Parties having any right, title, or interest in any of the properties described herein, or any portion thereof and on their heirs, successors in interest and assigns for a period of forty-five (45) years. The Parties agree that all future deeds or transfers of interest regarding the properties shall show the restrictions of this Agreement for as long as the Agreement is in effect. Section 5.2. Release of PEMerty from ARTeement. Upon the earlier to occur of (i) the dedication of the Low Income Property to PSHH or another low income housing developer in compliance with this Agreement; and (ii) the sale of 100% of the Affordable Units to Initial Buyers from Eligible Households in compliance with the terms of this Agreement or (iii) the conclusion of the Affordability Period, the entire Property shall be released from the burdens of this Agreement and this Agreement shall be terminated. Section 5. 3. Default. Failure of the Owner to satisfy any of Owner's obligations under the terms of this Agreement within thirty (30) days after the delivery of a notice of default from the City will constitute a default under this Agreement and a violation of the Inclusionary Housing Ordinance. In addition to remedies for breach of this Agreement, the City may exercise any and all remedies available to it under the Inclusionary Housing Ordinance or other any other provision of law or equity, including, but not limited to: 7 1808\03\1834969.5 Packet Pg. 140 Item 6 a) withholding, conditioning, suspending or revoking any approvals for the Project, including without limitation final inspections for occupancy and/or the issuance of any certificates of occupancy; b) instituting against the Owner, or other parties, a civil action for declaratory relief, injunction or any other equitable relief, or relief at law, including without limitation an action to rescind a transaction and/or to require repayment of any funds received in connection with such a violation; c) where one or more persons have received financial benefit as a result of violation of this Agreement, the City may assess, and institute legal action to recover as necessary, a penalty in any amount up to and including the amount of financial benefit received, in addition to recovery of the benefit received; and d) requiring the Owner or his/her successors in interest to the Property to pay the City payment received by the Owner for the unauthorized sale of the Affordable Unit. 5.3 Failure to Construct Affordable Units or Dedication of Land. In the event that Owner fails or refuses to construct the Affordable Units or dedicate the Low Income Property to PSHH or another low-income housing developer approved by City, then City shall be entitled to receive monetary damages for non-performance in an amount equal to (a) $6,900,000 being the in -lieu fee that City would have been entitled to receive if no affordable housing units had been constructed under this Agreement times (b) a fraction, the numerator of which is the number of affordable housing units not completed under this Agreement and the denominator of which is sixty-three (63) times (c) 3% interest per annum on monetary amount due. For purposes of this Section 5.3(a), the term "affordable units not completed" shall include the fifty-four (54) units proposed for the Dedication Property in the event Owner fails or refuses to dedicate such property to PSHH or another low-income housing developer approved by City. For purposes of this Agreement, each affordable housing unit shall be deemed complete at such time as the unit has been certified for occupancy by the City of San Luis Obispo. Section 5.4. Attorney's Fees and Casts. If either Party takes or commences any actions or proceedings, including litigation or arbitration, against the other by reason of any breach or claimed breach of any provision of, or in any way connected with, this Agreement, or seeks a judicial declaration of rights under this Agreement, the Party prevailing in such action or proceeding shall be entitled to recover from the other Party the prevailing Party's reasonable attorney's fees and costs, including, but not limited to, all expert witness fees, other witness fees and associated expenses, whether or not the proceeding or action proceeds to judgment. ARTICLE 6. GENERAL PROVISIONS Section 6.1. Appointment of Other Agencies. At its sole discretion, the City may designate, appoint or contract with any other public agency, for-profit or non-profit organization to perform some or all of the City's obligations under this Agreement. 8 1808\03\1834969.5 Packet Pg. 141 Item 6 Section 6.2. Hold Harmless. Owner will indemnify and hold harmless (without limit as to amount) City and its elected officials, officers, employees and agents in their official capacity hereinafter collectively referred to as "Indemnitees"), and any of them, from and against all loss, all risk of loss and all damage (including expense and attorney's fees) sustained or incurred because of or by reason of any and all claims, demands, suits, actions, judgments and executions for damages of any and every kind and by whomever and whenever made or obtained, allegedly caused by, arising out of or relating in any manner to the Project, the Affordable Units, or Owner's performance or non-performance under this Agreement, including claims pursuant to California Labor Code Section 1720 et seq., and shall protect and defend Indemnitees, and any of them with respect thereto, except to the extent arising from the proven gross negligence or willful misconduct of the City. The provisions of this Section shall survive expiration or other termination of this Agreement or any release of part or all of the Property from the burdens of this Agreement, and the provisions of this Section shall remain in full force and effect. Section 6.3. Notices. All notices required pursuant to this Agreement shall be in writing and may be given by personal delivery or by registered or certified mail, return receipt requested, to the Party to receive such notice at the addressed set forth below: TO THE CITY: City of San Luis Obispo Community Development Department 919 Palm Street San Luis Obispo, CA 93401- 3249 Attn: Community Development Director WITH COPY TO: City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Attn: City Attorney TO THE OWNER: Righetti Ranch LP c/o Ambient Communities Central Coast LLC 979 Osos Street, Suite E San Luis Obispo, CA 93401 Attn: Dante Anselmo WITH A COPY TO: Ambient Communities Central LLC 179 Calle Magdalena #201 Encinitas, CA 92024 9 1808\03\1834969.5 Packet Pg. 142 Item 6 Attn: Robert Anselmo Any notice shall be deemed delivered on the first business day that delivery is attempted or upon receipt, whichever is sooner. As used herein, "business day" means any day other than a Saturday, Sunday, or any state or federal holiday on which financial institutions in San Luis Obispo County are authorized or required to close for observance thereof. Any Party may change the address to which notices are to be sent by notifying the other Parties of the new address, in the manner set forth above. Section 6.4. Integrated Agreement. This Agreement sets forth the full and entire understanding of the Parties regarding the matter set forth herein. Any other prior or existing understandings or agreements by the Parties, whether formal or informal, regarding any matters addressed within this Agreement are hereby superseded or terminated in their entirety. Section 6.5. Each Party's Role in Drafting the Agreement. Each Party to this Agreement has had an opportunity to review the Agreement, confer with legal counsel regarding the meaning of the Agreement, and negotiate revisions to the Agreement. Accordingly, neither Party shall rely upon Civil Code Section 1654 in order to interpret any uncertainty in the meaning of the Agreement. Section 6.6. Amendment of Agreement. No changes, amendments, or alterations to this Agreement shall be effective unless in writing and signed by all Parties hereto. Major amendments to this Agreement, shall be subject to the review and approval of the decision-making body which approved the Project. Minor amendments to this Agreement may be approved by the Director. Upon approval, a new Agreement containing the amendments shall be executed and recorded. Section 6.7. Applicable Law. This Agreement shall be governed by California law. Venue shall be the County of San Luis Obispo. Section 6.8. Waivers. Any waiver by the City of any obligation or condition in this Agreement must be in writing. No waiver will be implied from any delay or failure by the City to take action on any breach or default of Owner or to pursue any remedy allowed under this Agreement or applicable law. Any extension of time granted to Owner to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent by the City to any act or omission by Owner shall not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for the City's written consent to future waivers. Section 6.9. Title of Parts and Sections. Any titles of the sections, subsections, or subparagraphs of this Agreement are inserted for convenience of reference only and shall be disregarded in interpreting any part of the Agreement's provisions. Section 6.10. MUlti lc Originals-, Counte art. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts. Section 6.11. Recording of AMement. This Agreement shall be recorded against the Property in the Official Records of the County of San Luis Obispo prior to the recordation of any 10 1808\ 03\1834969.5 Packet Pg. 143 Item 6 parcel map or final subdivision map or issuance of any building permit for the Project, whichever occurs first. Section 6.12. Severability. In the event any limitation, condition, restriction, covenant, or provision contained in this Agreement is to be held invalid, void or unenforceable by any court of competent jurisdiction, the remaining portions of this Agreement shall nevertheless be and remain in full force and effect. 11 1808\ 03\1834969.5 Packet Pg. 144 Item 6 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written. OWNER: Righetti Ranch LP, a Delaware limited partnership By: NRE LLC, a Delaware limited liability company Its: General partner By: Ambient Righetti Manager LLC, a California limited liability company Its: Sole Member By: Its: F\nse-kKo 1 By: Its: 12 1808\03\1834969.5 CITY: City of San Luis Obispo, a California charter city and municipal corporation Michael Codron, Community Development Director APPROVED AS TO FORM AND LEGAL EFFECT: ME Dietrick, City Attorney Packet Pg. 145 Item 6 A notary pub )or other officer completing this cert: to verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF Sin LIJlfi OhiRp On 1"All 10, 2D 17 , before me, Z.V}Ii 1 ,Notary Public, personally appeared M i t Y)dkG r'p , who proved to me on the basis of satisfactory evidence to be the person} whose name'} islay6 subscribed to the within instrument and acknowledged to me that hell-[eltVy executed the same in hislllrlt 6ir authorized capacity(i ), and that by hisll/rltI#r stgnatureO on the instrument the person, or the entity upon behal 'of which the person} 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. JESSICA LYN GIBSON Notary Public - California San Luis Obispo County z Commission N 2173027 D M Comm. Ex Tres Nov 20, 2020 13 1808\ 03\1 834969.5 Packet Pg. 146 Item 6 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 ) I ) COUNTY OF5.0 ) On ::Ioiite 11 2011 , before me, - Q . -1 q.UD , Notary Public, personally appeared t46"Tr tJ&FW 1) 4 7R 4V%r F0EN-T& z , 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. ti L. A. BERTRAND Commission # 2038021 N me: Notary Public - California z z r San Luis Obispo County v Notary Public My Comm. Expires Sag 16. 2017 14 1808\ 03\1834969.5 Packet Pg. 147 Item 6 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY - PRATT Real property in the City of San Luis Obispo, County of San Luis Obispo, State of California,described as follows: Southeasterly one half of Lot 133 of the San Luis Obispo Suburban Tract in the City of San Luis Obispo, County of San Luis Obispo, State of California according to map filed in Book 1, Page 92 of Records of Survey in the Office of the County Recorder of said County APN 053-061-024 Packet Pg. 148 Item 6 LEGAL DESCRIPTION OF THE PROPERTY - RIGHETTI TRACT 3063 Real property in the City of San Luis Obispo, County of San Luis Obispo, State of California, described as follows: PARCEL B: (LOT 1 OF SLAL 15-0060 - 2015-064258) (A.P.N.: 004- 706- 006) A PORTION OF LOT 129 OF THE SAN LUIS OBISPO SUBURBAN TRACT ACCORDING TO THE MAP RECORDED FEBRUARY 7TH, 1906 AS FILED IN BOOK 1, AT PAGE 92 OF RECORD OF SURVEYS IN THE OFFICE OF THE RECORDER FOR COUNTY OF SAN LUIS OBISPO, IN THE CITY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER GOVERNMENT LOT 6) OF SAID SECTION 6, TOWNSHIP 31 SOUTH, RANGE 13 EAST, MOUNT DIABLO BASELINE AND MERIDIAN, MARKED BY A 2"X3" REDWOOD STAKE DESIGNATED AS CORNER "C-1" AT THE MOST EASTERLY CORNER OF SAID SAN LUIS OBISPO SUBURBAN TRACT, BEING THE SOUTHEAST CORNER OF THAT PARCEL OF LAND CONVEYED BY INDENTURE BETWEEN JOHN CHRISTENSEN AND JOSEPH D. GRANT RECORDED FEBRUARY 6TH, 1906, FILED IN BOOK 69, AT PAGE 37 OF DEEDS IN THE OFFICE OF THE RECORDER FOR SAID COUNTY; THENCE, ALONG THE SOUTH LINE OF THE LAND CONVEYED BY SAID INDENTURE, BEING THE SOUTH LINE OF LOT 129 OF SAID SAN LUIS OBISPO SUBURBAN TRACT, AND ALONG THE NORTH LINE OF GOVERNMENT LOT 7 OF SAID SECTION 6 AS CONVEYED TO ALLEN E. RIGHETTI BY JOINT TENANCY DEED RECORDED AUGUST 28TH, 1944, FILED IN BOOK 365, AT PAGE 457 OF OFFICIAL RECORDS IN THE OFFICE OF THE RECORDER FOR SAID COUNTY, NORTH 88° 53' 32" WEST, 299.07 FEET; THENCE, LEAVING THE SOUTH LINE OF SAID LOT 129, NORTH 66° 04'22" WEST, 488.16 FEET; THENCE, NORTH 88° 35'31" WEST, 587.42 FEET; THENCE, NORTH 31° 59' 46" WEST, 344.98 FEET TO THE SOUTHEASTERLY LINE OF LOT 128 OF SAID SAN LUIS OBISPO SUBURBAN TRACT AS CONVEYED BY INDENTURE BETWEEN J. D. GRANT AND E. F. G. SAKER FILED IN BOOK 74, AT PAGE 437 OF DEEDS IN THE OFFICE OF THE RECORDER FOR SAID COUNTY; THENCE, ALONG THE SOUTHEASTERLY LINE OF SAID LOT 128, NORTH 58° 00' 14" EAST, 870.62 FEET TO THE NORTHERN MOST CORNER OF SAID LOT 129 ON THE NORTHEASTERLY LINE OF SAID PARCEL LAND CONVEYED BY INDENTURE BETWEEN JOHN CHRISTENSEN AND JOSEPH D. GRANT RECORDED FEBRUARY 6TH, 1906, FILED IN BOOK 69, AT PAGE 37 OF DEEDS IN THE OFFICE OF THE RECORDER FOR SAID COUNTY; THENCE, ALONG THE NORTHEASTERLY LINE OF SAID PARCEL LAND CONVEYED BY INDENTURE BETWEEN JOHN CHRISTENSEN AND JOSEPH D. GRANT, SOUTH 38° 30' 37" EAST, 788.52 FEET TO CORNER "C-4" AS DESIGNATED THEREIN; THENCE, CONTINUING ALONG THE NORTHEASTERLY LINE OF SAID PARCEL LAND CONVEYED BY INDENTURE BETWEEN JOHN CHRISTENSEN AND JOSEPH D. GRANT, SOUTH 380 50' 37" EAST, 455.88 FEET TO THE POINT OF BEGINNING. PARCEL C: (LOT 2 OF SLAL 15-0060 - 2015-064258)(A.P.N.: 004-706-007) PORTIONS OF LOTS 129,131 AND 132 OF THE SAN LUIS OBISPO SUBURBAN TRACT ACCORDING TO THE MAP RECORDED FEBRUARY 7TH, 1906 AS FILED IN BOOK 1, AT PAGE 92 OF RECORD OF SURVEYS IN THE OFFICE OF THE RECORDER FOR COUNTY OF SAN LUIS OBISPO, IN THE CITY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, AND ALL OF PARCEL 3 OF COAL 88-083 ACCORDING TO THAT CERTIFICATE OF COMPLIANCE FILED IN BOOK 3181, AT PAGE 644 OF OFFICIAL RECORDS IN THE OFFICE OF THE RECORDER FOR SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: Packet Pg. 149 Item 6 COMMENCING AT A POINT ON THE SOUTHERLY LINE OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER (GOVERNMENT LOT 6) OF SECTION 6, TOWNSHIP 31 SOUTH, RANGE 13 EAST, MOUNT DIABLO BASELINE AND MERIDIAN, MARKED BY A 2"X3" REDWOOD STAKE DESIGNATED AS CORNER "C -I" AT THE MOST EASTERLY CORNER OF SAID SAN LUIS OBISPO SUBURBAN TRACT, AND MARKING THE SOUTHEAST CORNER OF THAT PARCEL OF LAND CONVEYED BY INDENTURE BETWEEN JOHN CHRISTENSEN AND JOSEPH D. GRANT RECORDED FEBRUARY 6TH, 1906, FILED IN BOOK 69, AT PAGE 37 OF DEEDS IN THE OFFICE OF THE RECORDER FOR SAID COUNTY; THENCE, ALONG THE SOUTH LINE OF THE LAND CONVEYED BY SAID INDENTURE, ALONG THE SOUTH LINE OF LOT 129 OF SAID SAN LUIS OBISPO SUBURBAN TRACT, AND ALONG THE NORTH LINE OF GOVERNMENT LOT 7 OF SAID SECTION 6 AS CONVEYED TO ALLEN E. RIGHETTI BY JOINT TENANCY DEED RECORDED AUGUST 28TH, 1944, FILED IN BOOK 365, AT PAGE 457 OF OFFICIAL RECORDS IN THE OFFICE OF THE RECORDER FOR SAID COUNTY, NORTH 88° 53' 32" WEST, 299.07 FEET TO THE TRUE POINT OF BEGINNING; THENCE, LEAVING THE NORTH LINE OF SAID LOT 129, NORTH 66° 04' 22" WEST, 488.16 FEET; THENCE, NORTH 88° 35' 31" WEST, 587.42 FEET; THENCE, NORTH 31° 59' 46" WEST, 344.98 FEET TO THE SOUTHEASTERLY LINE OF LOT 128 OF SAID SAN LUIS OBISPO SUBURBAN TRACT AS CONVEYED BY INDENTURE BETWEEN J. D. GRANT AND E. F. G. SAKER FILED IN BOOK 74, AT PAGE 437 OF DEEDS IN THE OFFICE OF THE RECORDER FOR SAID COUNTY; THENCE, ALONG THE SOUTHEASTERLY LINE OF SAID LOT 128, SOUTH 58° 00' 14" WEST, 444.97 FEET TO THE SOUTHERN MOST CORNER THEREOF; THENCE, ALONG THE SOUTHWESTERLY LINE OF SAID LOT 128, NORTH 32° 02'46" WEST, 463.44 FEET TO THE WESTERN MOST CORNER THEREOF MARKED BY A ONE INCH IRON PIPE WITH TAG STAMPED LS 2391 AS SHOWN ON THAT MAP FILED IN BOOK 77, AT PAGE 43 OF RECORD OF SURVEYS IN THE OFFICE OF THE RECORDER FOR SAID COUNTY; THENCE, ALONG THE SOUTHWESTERLY LINE OF THE WEST HALF OF LOT 127 OF SAID SAN LUIS OBISPO SUBURBAN TRACT AS CONVEYED BY INDENTURE BETWEEN J. D. GRANT AND LOUIS T. STEEN FILED IN BOOK 76, AT PAGE 472 OF DEEDS IN THE OFFICE OF THE RECORDER FOR SAID COUNTY, NORTH 31° 56' 57" WEST, 462.34 FEET TO THE WESTERN MOST CORNER THEREOF MARKED BY A 3/ 4 INCH IRON PIPE WITH TAG STAMPED RCE 32981 AS SHOWN ON SAID MAP FILED IN BOOK 77, AT PAGE 43 OF RECORD OF SURVEYS; THENCE, ALONG THE SOUTHEASTERLY LINE OF LOT 133 OF SAID SAN LUIS OBISPO SUBURBAN TRACT AS CONVEYED BY INDENTURE BETWEEN J. D. GRANT, AND A. C. SHUSTER FILED IN BOOK 79, AT PAGE 389 OF DEEDS IN THE OFFICE OF THE RECORDER FOR SAID COUNTY, SOUTH 57° 59' 25" WEST, 312.04 FEET; THENCE, LEAVING THE SOUTHEASTERLY LINE OF SAID LOT 133, SOUTH 32° 00' 54" EAST, 874.62 FEET; THENCE, SOUTH 8° 58'46" EAST, 74.19 FEET; THENCE, SOUTH 15° 34'28" EAST, 72.08 FEET; THENCE, SOUTH 10° 38'54" WEST, 72.61 FEET; THENCE, SOUTH 21° 51' 31" WEST, 59.43 FEET; THENCE, SOUTH 27° 18'45" WEST, 57. 90 FEET; THENCE, SOUTH 32° 38'22" WEST, 57. 90 FEET; THENCE, SOUTH 37° 57' 58" WEST, 57.90 FEET; Packet Pg. 150 Item 6 THENCE, SOUTH 43° 17'35" WEST, 57.90 FEET; THENCE, SOUTH 52° 49' 18" WEST, 71.66 FEET; THENCE, SOUTH 60° 31' 34" WEST, 57.48 FEET; THENCE, NORTH 32° 06' 43" WEST, 90.22 FEET; THENCE, SOUTH 57° 59'04" WEST, 69.30 FEET; THENCE, NORTH 32° 00'54" WEST, 46.00 FEET; THENCE, SOUTH 87° 18'08" WEST, 21.31 FEET; THENCE, NORTH 32° 00'54" WEST, 856.87 FEET; THENCE, NORTH 29° 32' 22" WEST, 110.41 FEET; THENCE, NORTH, ALONG A TANGENT CURVE TO THE RIGHT WITH A 52.50 FOOT RADIUS, THROUGH A CENTRAL ANGLE OF 580 09'47", AN ARC LENGTH OF 53. 30 FEET; THENCE, NORTH 32° 00' 35" WEST, 5.92 FEET TO A POINT THAT LIES 30.00 FEET OFFSET SOUTHEASTERLY AS MEASURED AT A RIGHT ANGLE FROM THE SOUTHEASTERLY LINE OF SAID LOT 133; THENCE, ALONG A LINE THAT LIES 30.00 FEET OFFSET SOUTHEASTERLY AS MEASURED AT A RIGHT ANGLE FROM THE SOUTHEASTERLY LINE OF SAID LOT 133, SOUTH 57° 59' 25" WEST, 201. 38 FEET TO THE SOUTHWESTERLY LINE OF LOT 132 OF SAID SAN LUIS OBISPO SUBURBAN TRACT AS CONVEYED BY INDENTURE BETWEEN J. D. GRANT AND L. J. BECKETT ET AL, FILED IN BOOK 75, AT PAGE 328 OF DEEDS IN THE OFFICE OF THE RECORDER FOR SAID COUNTY, BEING A POINT ON THE NORTHEASTERN LINE OF THE SOUTHERN PACIFIC RAILROAD COMPANY RIGHT-OF-WAY AS SHOWN ON SAID MAP OF THE SAN LUIS OBISPO SUBURBAN TRACT; THENCE, ALONG THE NORTHEASTERN LINE OF THE SOUTHERN PACIFIC RAILROAD COMPANY RIGHT-OF-WAY AS SHOWN ON SAID MAP OF THE SAN LUIS OBISPO SUBURBAN TRACT, SOUTH 32- 0 1' 2° 01' 59" EAST, 2072.21 FEET TO THE NORTH LINE OF PARCEL 1 OF COAL 88-083 ACCORDING TO THAT CERTIFICATE OF COMPLIANCE FILED AS DOCUMENT NUMBER 1988- 044493 OF OFFICIAL RECORDS IN THE OFFICE OF THE RECORDER FOR SAID COUNTY, AT THE NORTHWEST CORNER OF LOT 132 OF TRACT 1376 ACCORDING TO THAT MAP, FILED IN BOOK 14, AT PAGE 77 OF MAPS IN THE OFFICE OF THE RECORDER FOR SAID COUNTY, AS MARKED BY A RAILROAD SPIKE SHOWN ON SAID MAP FILED IN BOOK 77, AT PAGE 43 OF RECORD OF SURVEYS; THENCE, ALONG THE NORTH LINE OF PARCEL 1 OF COAL 88-083 ACCORDING TO SAID CERTIFICATE OF COMPLIANCE FILED AS DOCUMENT NUMBER 1988-044493 OF OFFICIAL RECORDS, SOUTH 880 34' 52" EAST, 559.57 FEET TO A l '/z INCH IRON PIPE WITH TAG STAMPED LS 5201 AS SHOWN ON SAID MAP OF TRACT 1376; THENCE, CONTINUING ALONG THE NORTH LINE OF PARCEL 1 OF COAL 88-083 ACCORDING TO SAID CERTIFICATE OF COMPLIANCE FILED AS DOCUMENT NUMBER 1988-044493 OF OFFICIAL RECORDS THE FOLLOWING FIVE COURSES: 1. SOUTH 880 17'04" EAST, 198. 73 FEET TO A l '/ INCH IRON PIPE WITH TAG STAMPED LS 5201 AS SHOWN ON SAID MAP FILED IN BOOK 14, AT PAGE 77 OF MAPS; 2. SOUTH 890 04' 24" EAST, 107.76 FEET TO A 1 '/z INCH IRON PIPE WITH TAG STAMPED LS 5201 AS SHOWN ON SAID MAP FILED IN BOOK 14, AT PAGE 77 OF MAPS; 3. SOUTH 870 36'47" EAST, 92.75 FEET TO A 1 '/z INCH IRON PIPE WITH TAG STAMPED LS 5201 AS SHOWN ON SAID MAP FILED IN BOOK 14, AT PAGE 77 OF MAPS; Packet Pg. 151 Item 6 4. SOUTH 880 29'54" EAST, 267.67 FEET TO A 1 '/2 INCH IRON PIPE WITH TAG STAMPED LS 5201 AS SHOWN ON SAID MAP FILED IN BOOK 14, AT PAGE 77 OF MAPS; 5. SOUTH 870 53'46" EAST, 10.35 FEET TO A l '/z INCH IRON PIPE WITH TAG STAMPED RCE 12545 MARKING THE SOUTHWEST CORNER OF SAID SECTION 6 AS SHOWN ON SAID MAP FILED IN BOOK 14, AT PAGE 77 OF MAPS; THENCE, LEAVING THE NORTHERN BOUNDARY OF SAID PARCEL l OF LOT LINE ADJUSTMENT COAL 88-083, ALONG THE WEST LINE OF SAID SECTION 6, NORTH O1° 17'21" EAST, 1333. 32 FEET TO THE NORTHWEST CORNER OF SAID GOVERNMENT LOT 7; THENCE, ALONG THE NORTH LINE OF SAID GOVERNMENT LOT 7, SOUTH 88° 53' 32" EAST, 599.99 FEET TO THE TRUE POINT OF BEGINNING. PARCEL D: (LOT 3 OF SLAL 15-0060 - 2015-064258) (A.P.N.: 004-706-008) PORTIONS OF LOTS 131 AND 132 OF THE SAN LUIS OBISPO SUBURBAN TRACT ACCORDING TO THE MAP RECORDED FEBRUARY 7TH, 1906 AS FILED IN BOOK 1, AT PAGE 92 OF RECORD OF SURVEYS IN THE OFFICE OF THE RECORDER FOR COUNTY OF SAN LUIS OBISPO, IN THE CITY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, AND A PORTION OF PARCEL 3 OF COAL 88-083 ACCORDING TO THAT CERTIFICATE OF COMPLIANCE FILED IN BOOK 3181, AT PAGE 644 OF OFFICIAL RECORDS IN THE OFFICE OF THE RECORDER FOR SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 132 OF THE SAN LUIS OBISPO SUBURBAN TRACT AS CONVEYED BY INDENTURE BETWEEN J. D. GRANT AND L. J. BECKETT ET AL, FILED IN BOOK 75, AT PAGE 328 OF DEEDS IN THE OFFICE OF THE RECORDER FOR SAID COUNTY, BEING A POINT ON THE NORTHEASTERN LINE OF THE SOUTHERN PACIFIC RAILROAD COMPANY RIGHT-OF-WAY AS SHOWN ON SAID MAP OF THE SAN LUIS OBISPO SUBURBAN TRACT; THENCE, ALONG THE NORTHWESTERLY LINE OF SAID LOT 132, NORTH 57° 59' 25" EAST, 745.92 FEET; THENCE, LEAVING THE NORTHWESTERLY LINE OF SAID LOT 132, SOUTH 32° 00' 54" EAST, 874.62 FEET; THENCE, SOUTH 8° 58'46" EAST, 74.19 FEET; THENCE, SOUTH 15° 34'28" EAST, 72.08 FEET; THENCE, SOUTH 10° 38' 54" WEST, 72.61 FEET; THENCE, SOUTH 21° 51' 31" WEST, 59.43 FEET; THENCE, SOUTH 27° 18'45" WEST, 57.90 FEET; THENCE, SOUTH 32° 38'22" WEST, 57.90 FEET; THENCE, SOUTH 37° 57' 58" WEST, 57.90 FEET; THENCE, SOUTH 43° 17'35" WEST, 57.90 FEET; THENCE, SOUTH 52° 49' 18" WEST, 71.66 FEET; THENCE, SOUTH 60° 3l' 34" WEST, 57.48 FEET; THENCE, NORTH 32° 06'43" WEST, 90.22 FEET; THENCE, SOUTH 57° 59' 04" WEST, 69.30 FEET; Packet Pg. 152 Item 6 THENCE, NORTH 32° 00' 54" WEST, 46.00 FEET; THENCE, SOUTH 87° 18'08" WEST, 21.31 FEET; THENCE, NORTH 32° 00' 54" WEST, 856.87 FEET; THENCE, NORTH 29° 32' 22" WEST, 110.41 FEET; THENCE, NORTHERLY, ALONG A TANGENT CURVE TO THE RIGHT WITH A 52. 50 FOOT RADIUS, THROUGH A CENTRAL ANGLE OF 580 09'47", AN ARC LENGTH OF 53.30 FEET; THENCE, NORTH 32° 00' 35" WEST, 5.92 FEET TO A POINT THAT LIES 30.00 FEET OFFSET SOUTHEASTERLY AS MEASURED AT A RIGHT ANGLE FROM THE SOUTHEASTERLY LINE OF SAID LOT 133; THENCE, ALONG A LINE THAT LIES 30.00 FEET OFFSET SOUTHEASTERLY AS MEASURED AT A RIGHT ANGLE FROM THE SOUTHEASTERLY LINE OF SAID LOT 133, SOUTH 57° 59'25" WEST, 201.38 FEET TO THE SOUTHWESTERLY LINE OF LOT 132 OF SAID SAN LUIS OBISPO SUBURBAN TRACT AS CONVEYED BY INDENTURE BETWEEN J. D. GRANT AND L. J. BECKETT ET AL, FILED IN BOOK 75, AT PAGE 328 OF DEEDS IN THE OFFICE OF THE RECORDER FOR SAID COUNTY, BEING A POINT ON THE NORTHEASTERN LINE OF THE SOUTHERN PACIFIC RAILROAD COMPANY RIGHT-OF-WAY AS SHOWN ON SAID MAP OF THE SAN LUIS OBISPO SUBURBAN TRACT; THENCE, ALONG THE NORTHEASTERN LINE OF THE SOUTHERN PACIFIC RAILROAD COMPANY RIGHT-OF-WAY AS SHOWN ON SAID MAP OF THE SAN LUIS OBISPO SUBURBAN TRACT, NORTH 32- 0 V 2° O1' 59" WEST, 30.00 FEET TO THE POINT OF BEGINNING. APN: 004-706-006, 004-706-007, 004-706-008 Packet Pg. 153 Item 6 LEGAL DESCRIPTION OF THE PROPERTY - JONES TRACT 3066 Real property in the City of San Luis Obispo, County of San Luis Obispo, State of California, described as follows: PARCEL A: (A.P.N.: PORTION OF 004-705- 013) LOT B OF TRACT 3066 -PHASE 1, IN THE CITY OF SAN LUIS OBISPO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO MAP RECORDED DECEMBER 21, 2016 IN BOOK 36, PAGES 41 THROUGH 45 OF MAPS. APN: Ptn of 004-705-013 Packet Pg. 154 Item 6 LEGAL DESCRIPTION OF THE PROPERTY - IMEL TRACT 3095 Real property in the City of San Luis Obispo, County of San Luis Obispo, State of California, described as follows: Real property in the City of San Luis Obispo, County of San Luis Obispo, State of California, described as follows: Lot 2 of SLAL 15-0104 - 2016-043143) Portion of Lot 127 of the San Luis Obispo Suburban Tract according to the Map recorded February 7th, 1906 as filed in Book 1, at Page 92 of Record of Surveys in the Office of the Recorder for County of San Luis Obispo, in the City of San Luis Obispo, County of San Luis Obispo, State of California, more particularly described as follows: Commencing at the most Westerly corner of said Lot 127 of the San Luis Obispo Suburban Tract as conveyed by indenture between Joseph D. Grant and F.P. Hottle, filed in Book 73, at Page 173 of Deeds in the Office of the Recorder for said County, marked by a 314 inch iron pipe with tag stamped RCE 32981 as shown on that Map filed in Book 94, at Page 91 of Record of Surveys in the office of the Recorder for said County, said corner being the most southerly corner of Lot 126 as said Lot is shown on the above described Map of the San Luis Obispo Suburban Tract; Thence, Northeasterly along the line common to said Lots 126 and 127, North 58° 00' 14" East, 607 .36 feet; Thence, leaving said common line, South 31' 56' 58" East, 30.00 feet to the True Point of Beginning; Thence South 31' 56' 58" East, 210.92 feet; Thence, North 58° 03' 02" East, 19.53 feet; Thence, South 31' 56' 58" East, 221.38 feet to the Southeasterly line of said Lot 127; Thence, along the Southeasterly line of said Lot 127, North 58° 00'05" East, 636.22 feet to the most Easterly corner of said Lot 127 of the San Luis Obispo Suburban Tract, said corner lying North 58° 00'05" East, 1.80 feet from a one inch iron pipe (illegible tag) shown on that Map filed in Book 77, at Page 43 of Record of Surveys in the office of the' Recorder for said County; Thence, along the Northeasterly line of that parcel of land conveyed by indenture between John Christensen and Joseph D. Grant, filed in Book 69, at Page 37 of Deeds in the office of the Recorder for said County, North 38° 30' 34" West, 338.13 feet; Thence, leaving said Northeasterly line, South 51° 28' 27" West, 79.85 feet; Thence, Westerly, along a tangent curve to the right with a 280.00 foot radius, through a central angle of 32° 52' 34", an arc length of 160.66 feet; Thence, South 84° 21'01 " West, 124.60 feet; Thence, Westerly, along a tangent curve to the left with a 220.00 foot radius through a central angle of 26° 20'47", an arc length of 101.16 feet; Thence, South 58° 00' 14" West, 172.32 feet to the True Point of Beginning. APN: 004-706-010 Packet Pg. 155 Item 6 EXHIBIT B DEPICTION OF DEDICATION PARCEL A copy of the dedicated parcel map is available for review at the City of San Luis Obispo Community Development Department Packet Pg. 156 Item 6 EXHIBIT C PHASING MAP OF RIGHETTI RANCH .TONES AND IMEL I SHOWING LOCATION OF AFFORDABLE UNITS] 1 ffl L A Copy of this map is available at the City of San Luis Obispo Community Development Department Packet Pg. 157 Item 6 MAP SHOWING LOCATION OF AFFORDABLE UNITS TO BE BUILT ON JONES SI 8 A copy of this map is available for review at the City of San Luis Obispo Community Development Department SND OF no((IA?r. s Packet Pg. 158 Item 6 1 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of San Luis Obispo Public Works/Development Review 919 Palm Street San Luis Obispo, CA 93401-3249 No fee pursuant to Government Code § 6103 No Documentary Transfer Tax per R&T Code § 11922 No Recording Fee per Government Code § 27383 BIOLOGICAL OPEN SPACE EASEMENT AGREEMENT FOR TRACT 3095 This Biological Open Space Easement Agreement, is made and entered into this _______ day of ______________________, 20___, by and between Righetti Ranch NC, LLC, a Delaware limited liability company, hereinafter called “Owner”, and the CITY OF SAN LUIS OBISPO, a municipal corporation of the State of California, hereinafter called “City”. WITNESSETH WHEREAS, Owner owns certain real property (the “Subject Property”) described as Lots 22 and 23 of Tract 3095 in the City of San Luis Obispo, County of San Luis Obispo, State of California, as shown in Book _______ of Maps Pages ____ to ____ in the office of the County Recorder of said County, and WHEREAS, the Subject Property has certain natural biological resources, natural scenic beauty and existing openness of importance to the communit y, and WHEREAS, an offer of dedication of a biological open space easement, among other requirements, is required pursuant to Condition #8 (the “Condition”) of City Co uncil Resolution No. 10773 (2017 Series) authorizing the development of Tract 3095 of which Subject Property is a part; WHEREAS, both Owner and City desire to preserve and conserve for the public benefit the biological diversity, natural scenic beauty and existing openness and other natural conditions on the Subject Property, and WHEREAS, in order to satisfy the Condition, the Owner has agreed to grant to the City, and City has agreed to accept, this biological open space easement to preserve the above described values by restricting Owner’s use of and activities on the Subject Property through the imposition of a perpetual biological open space easement with the terms and conditions hereinafter set forth. Packet Pg. 159 Item 6 2 NOW THEREFORE, in consideration of the above recitals, in compliance with Chapter 6.6 of Part 1 of Division 1 of title 5 of the Government Code of the State of Ca lifornia commencing with Section 51070, and in further consideration of the mutual promises, covenants and the conditions herein contained and the substantial public benefits to be derived therefrom, the Owner and City agree as follows: 1. Owner hereby grants to City, and City hereby accepts, a biological open space easement (the “Easement”) over the Subject Property (the “Easement Area”). Said grant of easement conveys to City an estate and interest in the Subject Property. The purpose of the easement is to protect said biological diversity, natural scenic beauty and existing openness and other natural conditions by voluntarily restricting the use of the Easement Area as hereinafter set forth. 2. The restrictions hereby imposed upon t he use of the Easement Area by Owner and the acts which Owner shall refrain from doing upon the Easement Area are, and shall be, as follows: a. No structures shall be placed or erected within the Easement Area, except as allowed in item 2(b) below. If desired, “see-through” fencing appropriate to open space preservation may be allowed if approved by the City’s Architectural Review Commission and the City’s Natural Resources Manager. b. A drainage basin, culvert, head wall, and storm drain infrastructure may be constructed and maintained within the Easement Area at the location shown on the approved plans for Tract 3095 and any approved modifications thereto (the “Approved Plans”). Said encroachment shall be subject to review and approval by the City’s Community Development Director and Natural Resources Manager. Future replacement of said improvements in substantially the same locations as shown on the Approved Plans is allowed subject to review and approval by the City and required regulatory agencies. c. No signs, billboards, or similar structures or devices or advertising of any kind or nature may be located on or in the Easement Area. d. Owner shall not plant or permit to be planted any vegetation within the Easement Area, except (i) as may be associated with riparian corridor restoration in substantial compliance with the plantings shown on the Approved Plans and (ii) vegetation needed for erosion control, fire protection, or soil stabilization as allowed or approved by the City’s Natural Resources Manager or his/her designee. e. Owner shall not remove or permit to be removed any vegetation within the Easement Area, except as reasonably necessary for fire protection, hazard abatement, drainage conveyance, or replacement or removal of dead vegetation, as allowed or appro ved by the City’s Natural Resources Packet Pg. 160 Item 6 3 Manager or his/her designee. Owner shall be solely responsible for obtaining any and all necessary permits and regulatory approvals, as applicable, prior to engaging in such work. f. No extraction of surface or subsurface natural resources shall be allowed. g. The general topography of the Easement Area shall be preserved in its natural condition. h. No obstructions to drainage flows in the Easement Area shall be allowed. 3. Owner hereby grants to City the following rights: a. To access and enter upon the Easement Area at reasonable times in order to monitor Owner’s compliance with and to otherwise enforce the terms of this Agreement . b. To access and enter upon the Easement Area in order to remove and dispel any encampments or illegal occupations located thereon 4. Owner retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, o peration, upkeep, and maintenance of the Easement Area, including removing any drainage obstructions as needed to provide for the conveyance of creek flows, subject to the review and approval of other agencies with regulatory control over work done in the riparian corridor, specifically the State Department of Fish and Game and the U. S. Army Corps of Engineers. In the event the City determines that the Owner has not adequately maintained the Easement Area in accordance with the provisions of this Agreement, then the City may give written notice to the Owner, which notice shall contain a reasonable time to cure, and in the event Owner fails to cure, then the City may undertake the maintenance of such Easement Area at Owner’s sole cost and expense. Any costs incurred by the City shall be a lien against the property and shall be the personal obligation of the Owner. 5. Owner shall indemnify, defend and hold harmless City, its officials, officers and employees, agents, representatives, successors and assigns from and against any and all claims, actions, or demands, costs or expenses (including attorney’s fees), arising out o f or in any way connected with Owner’s obligations set forth in this Agreement. 6. This Easement shall remain in effect in perpetuity. 7. This grant may not be abandoned by the City except pursuant to all of the provisions of Section 51093 of the Government Code of the State of California. Packet Pg. 161 Item 6 4 8. This grant of biological open space easement, as specified in Section 51096 of the Government Code of the Stat e of California, upon execution and acceptance in accordance with Chapter 6.6 of Part 1 of Division 1 of Title 5 of the Government Code of the State of California commencing with Section 51070, shall be deemed an enforceable restriction within the meaning of Article XIII, Section 8 of the Constitution of the State of California. 9. Land uses permitted or reserved to the Owner by this grant shall be subject to the ordinances of the City regulating the use of land. 10. The City shall have the right of access to remo ve any drainage obstructions as needed to provide for the conveyance of creek flows, subject to the review and approval of other agencies with regulatory control over work done in the riparian corridor, specifically the State Department of Fish and Game and the U. S. Army Corps of Engineers. 11. The terms and conditions contained herein shall run with the land and shall be binding on the parties hereto and their heirs, successors and assigns. 12. If any legal action or proceeding arising out of or relating to this Agreement is brought by either party to this Agreement, the prevailing party will be entitled to receive from the other party, in addition to any other relief that may be granted, the reasonable attorney's fees, costs, and expenses incurred in the action or proceeding by the prevailing party. 13. This Agreement constitutes the entire agreement between Owner and City relating to the Easement. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no forc e and effect. Any amendment to this Agreement will be of no force and effect unless it is in writing and signed by Owner and City or their respective successors or assigns. This Agreement will be effective upon the date it is recorded. [SIGNATURES ON NEXT PAGE] Packet Pg. 162 Item 6 5 IN WITNESS WHEREOF, the parties hereto have executed this document on the day and year first written above. OWNER / GRANTOR Righetti NC, LLC a Delaware limited partnership By: Righetti Ranch, LP a Delaware limited partnership Its: Sole Member BY: NRE Manager, LLC a Delaware limited liability company Its: General Partner BY: Ambient Righetti Manager, LLC a California limited liability company Its: Sole Member BY: _______________________________ Travis Fuentez, President BY: _______________________________ Dante Anselmo, Vice-President CITY OF SAN LUIS OBISPO By _______________________________ Heidi Harmon, Mayor Pursuant to City Council Resolution No. 5370 (1984 Series) APPROVED AS TO FORM: _________________________________ CITY ATTORNEY Christine Dietrick Packet Pg. 163 Item 6 6 CONSENT AND SUBORDINATION OF TRUST DEED BENEFICIARY NOTICE: THIS CONSENT AND SUBORDINATION OF TRUST DEED BENEFICIARY RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO THE AGREEMENT OF THE FOREGOING INSTRUMENT The undersigned, beneficiary under that certain deed of trust recorded on July 24, 2018, as Document No. 2018-030475, and assignment recorded on November 27, 2018, as Document No. 2018-048845 in the Official Records of the County of San Luis Obispo, does hereby join in, and consent to, each and all of the terms and provisions of the within instrument, and does hereby subordinate its interests to the entire effect of this instrument. In this regard, the undersigned does hereby agree up on request of any insuring tit le company to direct the trustee under said deed of trust to execute and deliver to the County in recordable form acceptable to such insuring title company partial re - conveyances as to any rights granted and to be granted to t he City of San Luis Obispo pursuant to this instrument. Dated: ____________________ TRUST DEED BENEFICIARY MREC Good Asset, LLC, a Delaware limited liability company By: ______________________________________ Name: ____________________________________ Its: ______________________________________ Watt Funding, LLC, a California limited liability company By: ______________________________________ Name: ____________________________________ Its: ______________________________________ Packet Pg. 164 Item 6 7 State of California } County of San Luis Obispo } On___________________, before me,__________________________________________, Date Name and Title of the Officer personally appeared, _____________________________________________________, Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public Place Notary Seal Above State of California } County of San Luis Obispo } On________________, before me,__________________________________________, Date Name and Title of the Officer personally appeared, _____________________________________________________, Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public Place Notary Seal Above 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. 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. Packet Pg. 165 Item 6 8 State of California } County of San Luis Obispo } On___________________, before me,__________________________________________, Date Name and Title of the Officer personally appeared, _____________________________________________________, Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public Place Notary Seal Above State of California } County of San Luis Obispo } On________________, before me,__________________________________________, Date Name and Title of the Officer personally appeared, _____________________________________________________, Name of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public Place Notary Seal Above 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. 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. Packet Pg. 166 Item 6 Packet Pg. 167 Item 6 Packet Pg. 168 Item 6 Packet Pg. 169 Item 6 Packet Pg. 170 Item 6 Packet Pg. 171 Item 6 Packet Pg. 172 Item 6 Packet Pg. 173 Item 6 1 SUBDIVISION AGREEMENT THIS AGREEMENT is dated this ______ day of ___________201___ by and between Righetti Ranch NC, LLC, a Delaware limited liability company, herein referred to as "Subdivider," and the CITY OF SAN LUIS OBISPO, herein referred to as the "City." RECITALS REFERENCE IS HEREBY MADE to that certain proposed subdivision of real property in the City of San Luis Obispo, County of San Luis Obispo, State of California, a description of which is shown on the Final Map of Tract 3095, City of San Luis Obispo, California, as approved by the City Council on the _____ day of _______________, 20__. The Subdivider desires that said Tract 3095 be accepted and approved as a Final Map pursuant to the Subdivision Regulations of the City of San Luis Obispo (Title 16 of the San Luis Obispo Municipal Code), and It is a condition of said regulations that the Subdivider agree to install the improvements as set forth on the plans therefore. TERMS AND CONDITIONS: In consideration of the foregoing, the Subdivider does hereby agree to construct and install the following subdivision improvements in accordance with said subdivision regulations, and in accordance with approved plans and specifications and any revisions thereto on file in the office of the City Engineer, City of San Luis Obispo, to wit: 1. CURB, GUTTERS AND SIDEWALKS 2. STREET BASE AND SURFACING 3. WATER MAINS and SEWER MAINS, including sewer laterals to the property line and water services to the curb stop. 4. LANDSCAPING 5. DRAINAGE STRUCTURES Packet Pg. 174 Item 6 2 6. STREET LIGHTS 7. ELECTRIC, GAS, TELEPHONE AND CABLE TELEVISION: In addition to the inspection and approval of such facilities by the City, each public utility shall be required to file a letter stating that the developer has properly installed all facilities to be provided by him, and that the said utility is prepared to provide service to residents upon request. 8. ANY & ALL OTHER IMPROVEMENTS shown on plans or required by project approvals. All of the above facilities shall be installed in the locations designated and to the plans and specifications on file and approved by said City Engineer. The lines and grades for all of said improvements shall be established by the Subdivider in accordance with said approved plans and specifications. The Subdivider agrees that the work of installing the above improvements shall begin within thirty (30) days from the date of recording of the final map, and that the work shall be completed within twelve (12) months of said recording date, unless an extension has been granted by the City, provided that if completion of said work is delayed by acts of God or labor disputes resulting in strike action, the Subdivider shall have an additional period of time equivalent to such period of delay in which to complete such work. Any extension of time hereunder shall not operate to release the surety on the Improvement Security filed pursuant to this agreement. In this connection, the surety waives the provisions of Section 2819 of the Civil Code of the State of California. No building permits will be issued nor occupancy granted after the expiration date of the agreement until completion and acceptance of all subdivision improvements unless specifically approved by the City. The Subdivider does also agree to comply with the conditions established by the City Council and has paid the necessary fees as indicated on the attached Exhibits 1 and 2. Packet Pg. 175 Item 6 3 Setting of new survey monuments or resetting of disturbed monuments Subdivision shall be in accordance with Article 5, paragraph 8771 et seq., of the Professional Land Surveyors Act, Chapter 15 of the Business and Professions Code of the State of California. The Subdivider attaches hereto, as an integral part hereof, and as security for the performance of this agreement, instrument(s) of credit or bond approved by and in favor of the City of San Luis Obispo, and conditional upon the faithful performance of this agreement. Said instrument of credit or bond is/are in the amount(s) shown in Exhibit 2, which is the amount of the estimated cost of said improvements. Subdivider agrees to remedy any defects in the improvements arising from faulty workmanship or materials or defective construction of said improvements occurring within twelve (12) months after acceptance thereof. In accordance with Sections 66499.7 and 66499.9 of the Government Code of the State of California, upon final completion and acceptance of the work, City will release all but 10% of the improvement security, that amount being deemed sufficient to guarantee faithful performance by the Subdivider of his obligation to remedy any defects in the improvements arising within a period of one year following the completion and acceptance thereof. Completion of the work shall be deemed to have occurred on the date which the City Council shall, by resolution duly passed and adopted, accept said improvements according to said plans and specifications, and any approved modifications thereto. Neither periodic nor progress inspections or approvals shall bind the City to accept said improvements or waive any defects in the same or any breach of this agreement. “AS-BUILT” record drawings are to be submitted within four weeks of completion of construction and prior to City acceptance of the public improvements. Packet Pg. 176 Item 6 4 If the Subdivider fails to complete the work within the prescribed time, the Subdivider agrees that City may, at its option, declare the instrument of credit or bond which has been posted by Subdivider to guarantee faithful performance, forfeited and utilize the proceeds to complete said improvements, or city may complete said improvements and recover the full cost and expense thereof from the Subdivider or his surety. The Subdivider has deposited with the City a labor and materials surety or sureties in the amount of 50% of the above described subdivision improvements in accordance with State law . Said Subdivider shall pay an inspection fee for City to inspect the installation of said subdivision improvements, and to verify that they have been completed in accordance with the plans and specifications. If off-site dedication of property is necessary to facilitate the construction of the required subdivision improvements, the subdivider shall exhaust all avenues available to acquire said off-site dedication. In the event the subdivider is unable to acquire said property, the City may lend the subdivider its powers of condemnation to acquire the off-site dedication, including any necessary construction, slope, and drainage easements. The Subdivider shall pay for all costs incurred by the City to acquire the off-site dedication, including, but not limited to, all costs associated with condemnation through the condemnation process. Prior to proceeding with the condemnation process, the Subdivider shall deposit with the City all or a portion of the anticipated costs, as determined by the City Attorney, of the condemnation proceedings. The City does not and cannot guarantee that the necessary property rights can be acquired or will, in fact, be acquired. All necessary procedures of law would apply and would have to be followed. Packet Pg. 177 Item 6 5 Title 16 of the San Luis Obispo Municipal Code, entitled "Subdivision," all plans and specifications on file with said City Engineer as a part of said Subdivision Map, and all other documents filed with the City by the Subdivider and approved by the City Engineer are hereby referred to for further particulars in interpreting and defining the obligations of the Subdivider under this agreement. Pursuant to Government Code Section 66474.9(b), the subdivider shall defend, indemnify and hold harmless the City and/or its agents, officers and employees from any claim, action or proceeding against the City and/or its agents, officers or employees to attack, set aside, void or annul, the approval by the City of this subdivision, and all actions relating thereto, including but not limited to environmental review (“Indemnified Claims”). The City shall promptly notify the subdivider of any Indemnified Claim upon being presented with the Indemnified Claim and City shall fully cooperate in the defense against an Indemnified Claim. It is understood and agreed by and between the Subdivider and the City hereto that this agreement shall bind the heirs, executors, administrators, successors and assigns of the respective Parties to this agreement. It is agreed that the Subdivider will furnish copies of the successful bidder's contract unit prices and total bid prices for all of the improvements herein referred to. Packet Pg. 178 Item 6 6 IN WITNESS WHEREOF, this agreement has been executed by: SUBDIVIDER Righetti NC, LLC a Delaware limited partnership By: Righetti Ranch, LP a Delaware limited partnership Its: Sole Member BY: NRE Manager, LLC a Delaware limited liability company Its: General Partner BY: Ambient Righetti Manager, LLC a California limited liability company Its: Sole Member BY: _______________________________ Travis Fuentez, President BY: _______________________________ Dante Anselmo, Vice-President CITY OF SAN LUIS OBISPO MAYOR Heidi Harmon ATTEST: CITY CLERK Teresa Purrington APPROVED AS TO FORM: CITY ATTORNEY Christine Dietrick Packet Pg. 179 Item 6 7 EXHIBIT 1 TRACT 3095 SUBDIVISION AGREEMENT Page 1 of 2 1. The Subdivider has deposited a monumentation security in the amount of $_______ to guarantee the installation of survey monuments in accordance with the approved map and payment for same. Said guarantee will be released once the installation of monuments has been verified and that existing monuments have not been disturbed, and upon receipt by the City of a letter from the Surveyor indicating that they have completed the work and have been paid. Subdivider shall adhere to the requirements of California Business and Professions Code Section 8771 with regards to monument preservation. The monumentation security also guarantees the replacement of any monuments that were disturbed during construction, along with filing of Records of Survey or Corner Records required by said Section 8771. 2. The Subdivider has deposited a security or securities in the amount specified in Exhibit 2 to guarantee completion of the subdivision improvements specified in Exhibit 2. Release of the security or securit ies shall be in accordance with the provisions of this Subdivision Agreement, the City’s Municipal Code, California Government Code and California Civil Code. 3. Plancheck and inspection fees for the subdivision improvements have been paid as listed in the attached Exhibit 2. 4. Park-in-lieu fees will be paid at time of issuance of building permit per the most current Orcutt Area Specific Plan (OASP) Public Facilities Financing Plan (PFFP). Credit is available to subdivider for dedication of approved parkland from the adjacent Righetti property (FM #3063-1). 5. Water and sewer impact fees shall be paid at time of building permits through the Community Development Department per the fee schedule in effect at the time the Vesting Tentative Tract Map was approved (adjusted for CPI increases), unless the vesting rights have expired as set forth in Government Code Section 66498.5(b) through (d). If the vesting rights have expired, the fees shall be paid at the rate in effect at time of building permits. 6. Citywide Transportation Impact Fees shall be paid at time of building permits per the fee schedule in effect at the time the Vesting Tentative Map was approved (adjusted for CPI increases), unless the vesting rights have expired as set forth in Government Code Section 66498.5(b) through (d). If the vesting rights have expired, the fees shall be paid at the rate in effect at time of building permits. 7. Orcutt Area Transportation Impact Add-On Fee shall be paid at time of building permit per the fee schedule listed in the most current OASP PFFP in effect at time of building permits. 8. The subdivider shall comply with all requirements of Council Resolution 10773 (2017 Series) approving the tentative map. Packet Pg. 180 Item 6 8 EXHIBIT 1 TRACT 3095 SUBDIVISION AGREEMENT Page 2 of 2 9.The Subdivider has elected to pay a roadway maintenance fee to satisfy Condition #24. The fee of $2,000 was approved by the City Engineer in accordance with City Engineering Standards and guidelines and satisfies the requirements of Condition #24. 10.Per Condition #30, the Subdivider has submitted a tree preservation surety in t he amount of $62,000 to guarantee that construction of the subdivision improvements does not cause the death of the existing sycamore tree on Lot 21 (Tree #548). The surety can be released upon completion of the improvements located within the boundary of the tree protection plan prepared by Rincon Consultants dated August 30, 2018, provided it is determined that the work did not cause the death of Tree #548. If the tree dies and it is determined by the City that the work was a contributing factor in the death of the tree, then the surety will be retained by the City to guarantee that the Subdivider performs the necessary mitigation to offset the loss of the tree. Packet Pg. 181 Item 6 9 EXHIBIT 2 TRACT 3095 - FEE AND BOND LIST 3777 Orcutt Page 1 of 2 Amount Form Date Received Bond Release Status Bonds and Guarantees: Tiburon Improvements (FMAP-2241-2015) $2,837,600 Rider to Tiburon, Ranch House, and Sponza Improvements Tract 3066-Phase 2 bond xxx Can be released upon City acceptance of improvements, deposit of one-year warranty surety, and approval of record drawings. Offsite Water Main Extension (FMAP-2242-2015/ FMAP-4024-2016) $775,000 Submitted with Tract 3063-Phase 1 Off-Site Landscaping (FMAP-0288-2017) $175,000 Submitted with Tract 3063-Phase 1 Tiburon Bridge (FMAP-4312-2016) $1,800,000 Rider to Tract 3066- Phase 2 bond xxx Orcutt Frontage Phase 1 Improvements, including left-turn pocket at Orcutt/Tiburon intersection per Condition #17 (FMAP-1718-2015) $730,000 Rider to Tract 3066- Phase 2 bond xxx Tank Farm/Orcutt intersection improvements or roundabout per OASP EIR mitigation measures (FMAP-1718-2015) $650,000 Rider to Tract 3066- Phase 2 bond xxx Off-site water and sewer mains through Righetti Tract 3063 (FMAP-2631-2016/FMAP-1718-2015) $1,400,000 Submitted with Tract 3063-Phase 1 On -Site Tract 3095 improvements (FMAP-1202-2017) $3,319,000 xxx xxx Labor & Materials for above Tract 3063-Phase 1 and Tract 3066-Phase 2 improvements (50% of total cost of above improvements) Rider to Tract 3066-Phase 2 bonds xxx Can be released 90 days after acceptance of improvements, if no claims. (Civil Code Section 8412) Labor & Materials (50% of cost of improvements) for Tract 3095 On-Site Improvements $1,659,500 xxx xxx Can be released 90 days after acceptance of improvements, if no claims. (Civil Code Section 8412) Tree Preservation Surety for the existing Sycamore tree on Lot 21 $62,000 Bond 12/11/18 See Exhibit 1 for when bond can be released. Monument Guarantee $7,000 CD or Letter of Credit xxx Can be released upon verification that monuments have been set and surveyor has been paid. 10% Warranty TBD TBD To be collected prior to release of FP Bond Can be released one-year after acceptance of improvements, if no defects, and approval of record drawings. Continued on Page 2 Packet Pg. 182 Item 6 10 EXHIBIT 2 TRACT 3066-Phase 2 - FEE AND BOND LIST 3761 Orcutt Page 2 of 2 Amount Form Date Received Bond Release Status Fees: Map Check Fee $17,787.13 Check 11/14/17 Plan Check Fee Deposit Plan Check Remainder Total Plan Check Fee $25,374.43 $6,693.60 $32,068.03 Check Check 11/14/17 8/29/18 Improvement Plan Inspection Fee $84,450.07 Check 8/29/18 Roadway Maintenance Fee (Condition #24) $2,000 xxx xxx Park In-Lieu Fee1 To be collected with building permit. Affordable Housing Requirements See Affordable Housing Agreement Water Impact Fee1 To be collected with building permit Wastewater Impact Fee1 To be collected with building permit Transportation Impact Fee1 To be collected with building permit 1 All Impact Fees are adjusted annually (July 1) based on CPI. Credit given for demolished units. Packet Pg. 183 Item 6