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Hull, David J 2022-03-25
COU 2122-201 PROPERTY PURCHASE-SALE/EXCHANGE AND DEVELOPMENT AGREEMENT AND JOINT ESCROW INSTRUCTIONS This Property Purchase-Sale!Exchange and Development Agreement and Joint Escrow Instructions ("Agreement")is made and entered in Ukiah,California, on Nl&r-c4, ? , 2022 ("Effective Date")by and between David J. Hull, individually as Trustee of the David J. Hull Living Trust,and D&J Investments, LLC,a California limited liability company(collectively "Hull"or"Developer"),on the one hand, and the City of Ukiah, a general law municipal corporation("City"),on the other hand. RECITALS A. Hull owns approximately 693 acres of real property in or near Ukiah,CA, and the City owns one parcel of real property as depicted on the map attached to this Agreement as Exhibit A. The properties owned by Hull are more particularly described in the attached Exhibit B. ("Hull Properties"). Except for road work, vegetation management, grading, drainage, well drilling, and similar activities, the Hull Properties are undeveloped parcels located in the hills on the west side of the City and outside the City's current jurisdictional boundaries but partially inside its sphere of influence adopted by the Mendocino Local Agency Formation Commission ("LAFCo") in 1984("Western Hills"). B. City owns certain real property depicted on Exhibit A and more particularly described in Exhibit C attached hereto("City Property"),which is adjacent to the Hull Properties. City also owns two parcels of real property located in the City of Ukiah on the southwest and southeast corners of Gobbi and Orchard Streets (collectively "Gobbi Properties"), which are approximately 8r10ths of an acre (the "Former Substation Property") and 9/10ths of an acre ("the Adjacent Substation Property"). The Former Substation Property and Adjacent Substation Property are more particularly described in the attached Exhibits D and E, respectively. The City also owns two parcels of real property assigned AP No's 003-190-08 & 003-500-19, outlined in blue and orange on Exhibit A-1 ("San Jacinta Properties"). The San Jacinta Properties are more particularly described in Exhibit F.I C. By this Agreement the parties, among other things, agree to cooperate in and facilitate a project(the"Ukiah Western Hills Open Land Acquisition and Limited Development ' The terms and conditions negotiated by the parties and embraced by this Agreement were based, in part, on the City's belief and representations that the San Jacinta Properties are comprised of two legal parcels. Preliminary title reports indicate that the San Jacinta Properties consist of one legal parcel with two Assessor's Parcel Numbers. Further title research indicates that the City Engineer may be able to issue Certificates of Compliance, pursuant to Gov. Code §66499.35, to re-establish the two parcels within the lands comprising the San Jacinta Properties that were established in compliance with the requirements in effect,when those two parcels, or larger parcels of which they were a part, were created. Issued Certificates of Compliance will confirm the compliance of those two parcels and allow for their sale and development. As soon as the City Engineer receives information needed to confirm the prior existence of the two parcels, the City Engineer will issue the Certificates of Compliance, which could be before or after Close of Escrow. 1 1 P a g e Property Purchase Sale / Exchange & Development Agreement [Type here] [Type here] COU 2122-201 Agreement Project"or"Project")to further the interests of the City in preserving and providing public access to open space in the Western Hills and to develop single-family residential parcels, and the interests of Hull to,among other things, develop and sell those parcels. The Project and Mitigated Negative Declaration was approved by City Council on September 15, 2021. Conditions of approval are included as Exhibit G. The Project will, among other things: advance open space preservation; provide possible sites for critical public infrastructure for City utilities, including,but not limited to water tanks to supply and improve the reliability of the City's water system and electrical resiliency projects for energy production and storage; facilitate the development of single family homes to assist in meeting the goal of increasing by 32 units over the next eight years housing for above moderate income families as required by the Housing Element in the City's General Plan; and, support the future development of hiking trails and other compatible recreation resources. The Ukiah Western Hills Open Land Acquisition and Limited Development Project will also facilitate the commercial development of the Gobbi Properties. D. To achieve the goals of the Project under the terms as set forth in this Agreement, the parties,among other things, agree to and intend by this Agreement that: 1. They exchange the Gobbi Properties and San Jacinta Properties for the "Hull Properties (City Portion)"2; 2. The City make a cash payment to Hull of One Million Two Hundred Thousand Dollars ($1,200,000.00) ("Payment"), representing the difference in value between the Gobbi Properties and San Jacinta Properties,on the one hand, and the Hull Properties(less the value associated with Hull's rights to seven residential parcels therein,as provided in this Agreement),on the other hand; 3. Upon Close of Escrow, the parties perform in accordance with Section 2 of this Agreement(set forth below), including but not limited to: a. The City shall apply to LAFCo for out of area service agreement(s) and to annex at least a portion of the Hull Properties; b. Hull shall retain the exclusive right and sole discretion to develop,sell, and retain the entirety of the proceeds from the sale of, up to seven residential parcels to be made part of a private, gated, residential development on approximately 55 acres of land located in the eastern portion of the Hull Properties ("Hull Residential Parcels," the approximate location of which is more particularly described in the attached Exhibit H) by, among other things, completing boundary line adjustments of the parcels comprising the Hull Properties and City Property (the 2 The sale and exchange does not include all of the Hull Properties. Hull is maintaining ownership and all right, title, and interest in and to the two legal parcels described as Parcels 1 and 2 within the Hull Properties, which lands are part of the properties described in this Agreement as the Hull Residential Parcels. The parcels are labeled as "Par 1" and"Par 2" in Exhibit A attached hereto, and they are more particularly described and shown in Exhibit H attached hereto. The phrase "Hull Properties (City Portion)" shall refer to the entirety of the Hull Properties excepting Parcels 1 and 2 as described in this footnote. 2 1 P a g e Property Purchase - Sale/ Exchange & Development Agreement [Type here] [Type here] COU 2122-201 Hull Properties and City Property may be collectively referred to in this Agreement as the "Hull- City Properties") as well as parcels not included within such lands to accommodate the development of a single family home and other structures permitted under applicable zoning and other land use laws on each of the Hull Residential Parcels,and to deeded access, and certain road improvements and public or private utilities to those parcels; c. Hull shall reserve, retain, and/or be granted the exclusive right and power to use nine (9) of the ten (10) legal parcels comprising the Hull-City Properties and to boundary line adjust all ten (10) legal parcels that lie within the Hull-City Properties for purposes of (1) developing and selling up to seven(7)legal parcels in the Hull Residential Parcels for single family residential use and (2) to reconfigure parcels outside of the Hull-City Properties for sale and or development. In doing so, Hull shall have the exclusive right and discretion to cause boundary line adjustments to all ten (10) legal parcels that are situated within the Hull-City Properties to lands both within and outside the Hull-City Properties, all at Hull's sole expense and with City's cooperation as may be required, in accordance with this Agreement and as is lawful, leaving City with sole and exclusive ownership and use of one legal parcel encompassing all of the lands comprising the Hull-City Properties that are not part of the Hull Residential Parcels. d. Hull shall reserve an exclusive easement on the Road (defined below) as it is situated on the Hull Residential Parcels and will convey to the City a non-exclusive easement along said Road for access and utilities as provided in this Agreement for the benefit of the remainder of the Hull Properties and the City Property and Hull shall reserve a non-exclusive access and utilities easement on the Road, including the road's adjoining segment that branches southerly, for the benefit of the San Jacinta Properties; e.Upon their acquisition, the City shall retain title to the Hull Properties (City Portion) outside the lands comprising the Hull Residential Parcels ("Open Space Parcels") as undeveloped open space for environmental protection and other public purposes which it has pre- zoned Public Facilities (PF) and upon annexation shall zone the lands comprising the Open Space Parcels as PF and the Hull Residential Parcels as RI-H. 4. Contemporaneous with the Closing, the parties shall record a memorandum or similar instrument,the effect of which is to record,preserve,protect, and provide notice of Hull's reserved rights and interests in and to the Hull Properties and related matters, including as provided in this Agreement. [END OF PAGE] 31 Page Property Purchase - Sale/ Exchange & Development Agreement [Type here] [Type here] COU 2122-201 TERMS NOW,THEREFORE,in consideration of the terms and conditions set forth in this Agreement and the Recitals above,which are hereby incorporated by reference,the parties agree as follows: 1. TRANSFER AND PURCHASE AND SALE OF HULL PROPERTIES, GOBBI PROPERTIES AND SAN JACINTA PROPERTIES 1.1 TRANSFER; PURCHASE& SALE; ESCROW; TITLE. 1.1.1 Transfer, Purchase& Sale. Subject to and in consideration of the terms and conditions in this Agreement: (a) Hull shall transfer by grant deed all right,title, and interest in and to the Hull Properties(City Portion) to City; (b) City shall transfer to Hull by grant deed all right, title,and interest in and to the Gobbi Properties and San Jacinta Properties; and, (c) City shall pay to Hull the Payment of One Million Two Hundred Thousand Dollars($1,200,000). Except for that affixed to the land,the properties that are the subject of this Agreement do not include personal property located thereon. Title to the properties shall be transferred on the Closing Date in accordance with the terms and conditions of this Agreement. 1.1.2 Establishment of Escrow; Deposit; Balance of Payments. Within three(3) business days after the Effective Date,the parties shall open an escrow with Redwood Empire Title Company of Mendocino County("Escrow Agent"or"Title Company")for the purposes of transferring title to the properties as provided and contemplated in this Agreement. Upon opening escrow,the City shall deposit with the Escrow Agent One Hundred Twenty Thousand Dollars($120,000.00) ("Deposit')representing 10%of the Payment,which shall be applied to the Payment on the date escrow closes,which shall be on or before the date that is thirty(30)days from the Effective Date("Closing Date"or"Close of Escrow")unless either party gives written notice that, based on specified good cause, it needs additional time to conduct due diligence, in which case the Closing Date shall extend to no more than sixty(60)days from the Effective Date. The balance of the Payment shall be deposited by City into escrow with the Escrow Agent on or before the Closing Date. 1.1.3 Title Objections. Within ten(10)days following the Effective Date, (a)Hull shall cause Title Company to prepare and deliver to City a current preliminary report on the Hull Properties(City Portion)and City shall cause Title Company to prepare and deliver to Hull a current preliminary title report on the Gobbi Properties and the San Jacinta 4 1 P a g e Property Purchase - Sale / Exchange & Development Agreement [Type here] [Type here] COU 2122-201 Properties, together with copies of all recorded title exceptions shown in the respective title reports, and (b) each party shall deliver to the other copies of any ALTA or other surveys of their respective properties in their respective possession or control. Each party shall bear the cost of preparing the title report on the property it will receive as a result of the transfers under this Agreement. Each party shall have ten(10)days after delivery of those materials to notify the other party in writing of any objections to any title exceptions shown in the respective title reports or any matters reflected on any surveys provided by the party or otherwise obtained by either party. A parry's failure to timely provide written disapproval of the exceptions in the respective title reports or matters contained in the survey(s), if any, shall be deemed approval by that party of the exceptions and matters shown in such materials; provided, however, that Hull and City shall be obligated to cause all monetary liens and encumbrances constituting objectionable title exceptions (other than current real property taxes and assessments,not delinquent)to be removed from title of their respective properties (Hull as to the Hull Properties (City Portion) and City as to the Gobbi Properties and the San Jacinta Properties)on or before the Closing Date. If, on or before the Closing Date,either party is unable or unwilling to remove any such objectionable title exceptions from title to the property they are conveying to the other party,the prospective transferee shall either waive its prior disapproval of such objectionable title exceptions in writing and proceed under this Agreement, or terminate this Agreement by written notice to the other party(in which event this Agreement shall terminate without default by either party).The title exceptions and other matters approved as provided in this section are hereinafter referred to as the"Permitted Exceptions." 1.2 CONDITION OF PROPERTY. 1.2.1 Deliveries& Investig_ation, Within ten(10)days following the Effective Date, each party shall deliver to the other party copies of any environmental reports or assessments,geological studies, seismic studies, water reports,timber surveys, soils reports and studies, plans,specifications,drawings,property tax bills, insurance claims,inspection reports, licenses,permits or approvals of governmental authorities, material correspondence with governmental authorities,and other documents,materials and information material to the use and occupancy of the properties that party is transferring under this Agreement("Relevant Materials"),which are in the possession or control of each party. If either party has knowledge of Relevant Materials that are not in its possession or control, within this same time period, said party shall notify the other party of their existence and possible location. Either party may also conduct its own tests and investigation into the properties that party is obtaining under this Agreement,both physical and non-physical and including,but not limited to,zoning, regulations, matters contained in searchable files of the County of Mendocino or the City of Ukiah and the items addressed below in section 1.2.2, and is hereby advised to do so. Each party shall have ten (10) days from the receipt of the Relevant Materials to review the other party's deliveries and disclosures and to conduct its own tests and investigation and to give written notice to the other party of any unacceptable conditions. Throughout the term of this Agreement until the Closing Date,each party shall also deliver to the other party such other documents,materials and information relating to its property as said party is obligated to deliver to the other party under applicable law. If Relevant Materials are discovered or generated after the required delivery date for such materials prescribed above,the party who would otherwise be obligated to deliver such materials to the other party shall promptly deliver the after-discovered or generated material to 5 J P a g e Property Purchase - Sale/ Exchange & Development Agreement [Type here] [Type here] COU 2122-201 the other party, and the recipient party shall have five(5)days from the date of delivery to review it and give written notice to the delivering party of any unacceptable conditions. The City acknowledges prior receipt of Relevant Materials from Hull concerning the Hull Properties as of December 21, 2019; Hull shall deliver any additional Relevant Materials regarding such properties to the City within the referenced ten(10)day timeframe. 1.2.2 Inspection of Property. As of the Effective Date, each party shall afford the other party and its agents,consultants and representatives, access to its respective properties at all reasonable times for the purpose of allowing the other party to inspect and conduct studies thereof. Each party shall reasonably cooperate with the other party in entries onto, and inspections and studies of its properties. Each party shall indemnify and hold the other party harmless from any claims, demands, Iiabilities, costs, damages, or expenses based on injuries to persons, including death, and damage to real or tangible personal property, caused by the other party's inspections, investigations,studies, and testing of the property it is to receive under this Agreement. Said indemnification shall include the costs of defense, including attorney's fees and litigation expenses. For the time either party has access to and a right to inspect the other party's properties, the City shall furnish Hull with a copy of the currently effective Memorandum of Coverage("MOC")from California Intergovernmental Risk Authority ("ICRA"),and shall also provide an endorsement or equivalent document,which shall name Hull as an additional insured(or similar designation)under the MOC, and Hull shall provide the City with proof of insurance in accordance with Exhibit I,attached hereto. Either party's direct obligation to indemnify the other party only applies to the extent ICRA or Hull's insurer fails to provide full coverage to the other party as an additional insured. Either party shall have fifteen (15)days from the Effective Date to conduct physical inspections as provided herein, as well as any non-physical inspections and examinations into the properties that party is to acquire under this Agreement, and to give written notice to the other party of any unacceptable conditions, including any applicable or required Phase I Environmental Study. 1.2.3 Either party shall be deemed to have waived,and thereby approved, any disapproval or objection to the condition of the properties that party is to obtain under this Agreement,unless it has given the other party written notice of those disapprovals or objections within the time periods described in sections 1.2.1 and 1.2.2 above; this includes any Phase I Environmental Study. If either party disapproves or objects to a condition within the applicable time periods prescribed by this Agreement,the other party may elect,but is not required,to remedy the disapproved or objectionable condition to objecting parry's satisfaction prior to the Close of Escrow in which case any such condition shall be deemed satisfied; otherwise,each party's sole remedy shall be to (a)waive the condition or(b)terminate this Agreement,which shall, in that event,be deemed without default by either party. 1.2.4 Hull's Representations and Warranties. Subject to and other than as may be disclosed by the title reports, surveys, documents, information, and within the scope of permissible testing, studies, and investigations referenced in Sections 1.1.3 through 1.2.3, in the "Easement,Road Access,and Maintenance Agreement"entered by the parties and Adonis and Sarah Noguera contemporaneous herewith,or in Mendocino County Superior Court case numbers SCUK CVG 18-71292 and SCUK CVG 18-71805 ("the Actions"), all of which constitute Relevant Materials, Hull hereby makes the following representations and 6 1 P a g e Property Purchase - Sale/ Exchange & Development Agreement [Type here] [Type here] COU 2122-201 warranties to City,to the best of Hull's knowledge without investigation,which representations and warranties shall be effective and enforceable as of the Effective Date, and (b)shall survive the Closing Date and continue thereafter, and, City otherwise acknowledges and agrees that Hull makes no other representations,warranties or covenants as to the Hull Properties. (a) Except as provided in this Agreement,on the Close of Escrow no parties will be in occupancy of the Hull Properties(City Portion)or hold any possessory right in or to the Hull Properties(City Portion),or any portion thereof,other than Hull and Ukiah Wireless. (b) Other than Ukiah Wireless and as provided in section 2.2.5(b),on the Close of Escrow: no parties will possess any option to purchase or lease, or any right of first refusal to purchase or lease, the Hull Properties(City Portion)or any portion thereof; there are no unrecorded leases, occupancy agreements, easements, rights-of-way, restrictive covenants,liens,encumbrances,claims or other adverse rights affecting the Hull Properties (City Portion) or any portion thereof; and there are no unrecorded agreements or obligations relating to the Hull Properties(City Portion)which will be binding upon City following the Closing Date, except as provided in this Agreement. (c) The Hull Properties (City Portion) are not now, and have not been at any time in the past, a site or location for the use, generation, production, manufacture, treatment, storage, disposal, discharge, release or transportation of Hazardous Materials (as defined in this Agreement); the Hull Properties (City Portion) are in full compliance with all Hazardous Materials Laws (as defined in this Agreement); there are no existing or former agreements or pending or threatened proceedings regarding Hazardous Materials on the property; there are, and have been, no underground or above ground storage tanks installed on or under, or removed from, the property containing or having contained Hazardous Materials;and, Hull has no knowledge that any property adjoining the Hull Properties (City Portion)contains or may contain Hazardous Materials. For the purposes of this Agreement, "Hazardous Materials" shall mean any oil or petroleum products, flammable explosives, asbestos, urea formaldehyde insulation, radioactive materials or other hazardous or toxic substances, material or waste which is or becomes regulated by any federal, state or local governmental authority; and "Hazardous Materials Laws" means all federal, state and local statutes, ordinances, rules and regulations relating to Hazardous Materials, including those pertaining to health, safety, industrial hygiene or the environment, such as, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act of 1976, as amended, and any similar state laws. (d) Hull has previously delivered to City, or within the period of time provided for in this Agreement shall deliver to City, true, correct and complete copies of all environmental reports or assessments, geological studies, seismic studies, water reports, timber surveys, soils reports and studies, plans, specifications, drawings, property tax bills, insurance claims, inspection reports, licenses, permits or approvals of governmental authorities, material correspondence with governmental authorities, and other material documents, materials and information relating to the Hull Properties(City Portion)which are in Hull's possession or control or known by Hull to exist. 71 Page Property Purchase - Sale/ Exchange & Development Agreement [Type here] [Type here] COU 2122-201 (e) The Hull Properties(City Portion)are not located in a special flood hazard area or flood plain, and there are no wetlands located on the Property. (f) There is no litigation pending in any court or, to the best of Hull's knowledge, threatened with respect to the Hull Properties (City Portion)or the transaction contemplated by this Agreement, but this disclosure shall not prevent City from refusing to close escrow, if the Actions have not been resolved to City's satisfaction prior to the Closing date (the fully executed Easement,Road Access,and Maintenance Agreement and the Settlement Agreement between Hull and the Nogueras shall constitute resolution of the Action satisfactory to City). (g) Hull has not received any other notice that the Hull Properties (City Portion) maintain a condition that violates the provisions of any currently applicable law, code, ordinance, regulation,order,decree or other governmental requirement. (h) Hull has full power and authority to enter into this Agreement and the persons signing this Agreement for Hull, if Hull is not an individual, have full power and authority to sign for Hull and to bind it to this Agreement and to sell,transfer and convey all right, title and interest in and to the Hull Properties (City Portion) in accordance with this Agreement. All proceedings required to be taken by or on behalf of Hull to authorize it to make, deliver and carry out the terms of this Agreement have been duly and properly taken. No further consent of any person or entity is required in connection with the execution and delivery of, or performance by Hull of its obligations under, this Agreement. Neither the grant of the option herein nor performance by Hull of Hull's obligations hereunder will violate or constitute an event of default under the terms and provisions of any material agreement, document or instrument to which Hull is a party or by which Hull is bound and/or to which the Hull Properties(City Portion) is subject, including any deed of trust or mortgage. (i) As to the Hull Properties (City Portion): there are no encumbrances or liens against the properties, including,but not limited to, mortgages or deeds of trust that shall survive the Close of Escrow; Hull is not in default of any obligation under any mortgage or deed of trust affecting the properties; there are no other actual or impending, nor does Hull have knowledge of any potential, public improvements or private rights or actions which will result in the creation of any liens upon the properties, including public assessments or mechanics liens; there are no encroachments by third parties on the properties and the properties do not encroach upon the property of any third party. 0) No other notices of violation of any ordinance, rule or regulation relating to the Hull Properties(City Portion)or Hull(in relation to such properties)have been issued to, served upon,received by or entered against Hull. (k) The parcels comprising the Hull Properties (City Portion) comply or will comply prior to Closing with the California Subdivision Map Act (Government Code Section 66410, et seq), if and to the extent it is applicable, and any applicable local City or County codes and ordinances and other legal requirements. Hull is authorized, pending the Close of Escrow and as provided in Section 2 of this Agreement, to file for or complete any Boundary Line Adjustments or other filings or actions required to reconfigure the Hull Properties interior and / or exterior boundaries, including as approximately shown on page two of the map attached 8 1 P a g e Property Purchase - Sale / Exchange & Development Agreement [Type here] [Type here] COU 2122-201 hereto as Exhibit J. Other than the representations and warranties contained in this Agreement, Hull makes no warranty or representation, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose. City acknowledges it is acquiring title to the Hull Properties (City Portion)"AS IS." 1.2.5 City's Representations and Warranties. Subject to and other than as may be disclosed by the title reports,surveys,documents, information, and within the scope of permissible testing and investigations referenced in Sections 1.1.3 through 1.2.3,or in the Easement,Road Access,and Maintenance Agreement,all of which constitute Relevant Materials, City hereby makes the following representations and warranties to Hull,to the best of City's knowledge without investigation,which representations and warranties(a) shall be effective and enforceable as of the Effective Date,and(b)shall survive the Closing Date and continue thereafter, and Hull otherwise acknowledges and agrees that City makes no other representations,warranties or covenants as to the Gobbi Properties or San Jacinta Properties: (a) No parties are in occupancy of the Gobbi Properties or the San Jacinta Properties or hold any possessory right in or to the Gobbi Properties or San Jacinta Properties,or any portion thereof, other than City. (b) No parties possess any option to purchase or lease, or any right of first refusal to purchase or lease, the Gobbi Properties or the San Jacinta Properties or any portion thereof; there are no unrecorded leases, occupancy agreements, easements, rights-of-way, restrictive covenants, liens, encumbrances, claims or other adverse rights affecting the Gobbi Properties, the San Jacinta Properties, or any portion thereof, and there are no unrecorded agreements or obligations relating to the Gobbi Properties or the San Jacinta Properties which will be binding upon Hull following the Closing Date. (c) Except as otherwise expressly stated herein or in any separate written disclosure furnished to Hull prior to the Closing Date,the Gobbi Properties and the San Jacinta Properties are not now, and have not been at any time in the past, a site or location for the use, generation, production, manufacture, treatment, storage, disposal, discharge, release or transportation of Hazardous Materials(as defined in this Agreement);the Gobbi Properties and San Jacinta Properties are in full compliance with all Hazardous Materials Laws (as defined in this Agreement); there are no existing or former agreements or pending or threatened proceedings regarding Hazardous Materials on the Gobbi Properties or the San Jacinta Properties; there are,and have been, no underground or above ground storage tanks installed on or under, or removed from, the Gobbi Properties or the San Jacinta Properties containing or having contained Hazardous Materials; and, City has no knowledge that any property adjoining either the Gobbi Properties or the San Jacinta Properties contains or may contain Hazardous Materials. The power transformers used on the Former Substation Property were not classified as PCB transformers but distribution transformers with various levels of PCB's could have been stored at that site. The City has not found any records and no current City employees have knowledge of PCBs being stored or used on the Former Substation Property. (d) City has previously delivered to Hull, or within the period of 91 Page Property Purchase - Sale / Exchange & Development Agreement [Type here] [Type here] COU 2122-201 time provided for in this Agreement shall deliver to Hull, true, correct and complete copies of all environmental reports or assessments, geological studies, seismic studies, water reports, timber surveys, soils reports and studies, plans, specifications, drawings, property tax bills, insurance claims, inspection reports, licenses, permits or approvals of governmental authorities, material correspondence with governmental authorities, and other material documents, materials and information relating to the Gobbi Properties and the San Jacinta Properties which are in City's possession or control or known by City to exist. (e) Neither the Gobbi Properties nor the San Jacinta Properties are located in a special flood hazard area or flood plain, and there are no wetlands located on the Gobbi Properties or the San Jacinta Properties. (f) There is no litigation pending in any court or, to the best of City's knowledge, threatened with respect to, the Gobbi Properties, the San Jacinta Properties or the transaction contemplated by this Agreement. (g) City has not received any other notice that the Gobbi Properties or the San Jacinta Properties maintain a condition that violates the provisions of any currently applicable law, code, ordinance, regulation, order, decree or other governmental requirement. (h) City has full power and authority to enter into this Agreement and the persons signing this Agreement for City have full power and authority to sign for City and to bind it to this Agreement and to sell, transfer and convey all right, title and interest in and to the Gobbi Properties and the San Jacinta Properties in accordance with this Agreement.All proceedings required to be taken by or on behalf of City to authorize it to make, deliver and carry out the terms of this Agreement have been duly and properly taken. No further consent of any person or entity is required in connection with the execution and delivery of, or performance by City of, its obligations under this Agreement. The performance by City of City's obligations hereunder will not violate or constitute an event of default under the terms and provisions of any material agreement, document or instrument to which City is a party or by which City is bound and/or to which the Gobbi Properties or the San Jacinta Properties are subject, including any deed of trust or mortgage. (i) There are no encumbrances or liens against the Gobbi Properties or the San Jacinta Properties, including, but not limited to, mortgages or deeds of trust; City is not in default of any obligation under any mortgage or deed of trust affecting the Gobbi Properties or the San Jacinta Properties; there are no other actual or impending, nor does City have knowledge of any,public improvements or private rights or actions which will result in the creation of any liens upon the Gobbi Properties or the San Jacinta Properties, including public assessments or mechanics liens;there are no encroachments by third parties on the Gobbi Properties or the San Jacinta Properties and neither the Gobbi Properties nor San Jacinta Properties encroach upon the property of any third party. 0) No other notices of violation of any ordinance, rule or regulation relating to the Gobbi Properties or the San Jacinta Properties have been issued to, served upon,received by or entered against City. 101 Page Property Purchase - Sale/ Exchange & Development Agreement [Type here] [Type here] COU 2122-201 (k) Zoning. The Former Substation Property is currently zoned Public Facilities (PF). Promptly after close of escrow, without cost to Hull, the City will initiate proceedings,as provided in Government Code Sections 65853-65857 and as otherwise required by law, to rezone the property to Community Commercial (C-1) Zoning District, including any associated amendment to the General Plan, if required. (1) Other than the representations and warranties contained in this Agreement,City makes no warranty or representation,express or implied,including but not limited to implied warranties of merchantability and fitness for a particular purpose. Hull acknowledges he is acquiring title the Gobbi Properties and San Jacinta Properties "AS IS." 1.2.6 General Disclosures. Each party makes and acknowledges the following disclosures: (a) Supplemental Property Tax Bill Notice: Notice of Your"Supplemental' Property Tax Bill." California property tax law requires the Assessor to revalue real property at the time the ownership of the property changes. Because of this law,you may receive one or two supplemental tax bills, depending on when your loan closes. The supplemental tax bills are not mailed to your lender. If you have arranged for your property tax payments to be paid through an impound account,the supplemental tax bills will not be paid by your lender. It is your responsibility to pay these supplemental bills directly to the Tax Collector. If you have any question concerning this matter,please call your local Tax Collector's Office (b) Notice Regarding Advisability of Title Insurance: IMPORTANT: IN A PURHCASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE TO OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANE SHOULD BE OBTAINED IN ORDER TO INSURE YOUR INTEREST IN THE PROPERTY THAT IS BEING ACQUIRED. 1.3 CONDITIONS PRECEDENT. 1.3.1 Conditions to City's Obli ations. The obligations of City under this Agreement are expressly conditioned upon the satisfaction of the following conditions precedent on or before the respective dates specified therefor: (a) On the Closing Date, the Title Company shall be prepared to issue to City as of the Closing Date the City Title Policy (as defined in this Agreement) upon payment of its regularly scheduled premium therefor; 111 Page Property Purchase - Sale/ Exchange & Development Agreement [Type here] [Type here] COU 2122-201 (b) All of Hull's representations and warranties contained in this Agreement shall be true and correct in all material respects as of the Closing Date; (c) City has waived or been deemed to have waived any disapproval of and objections to the condition of the Hull Properties(City Portion)or of title to said properties; (d) City's approval of Relevant Materials associated with, and inspections, investigations, and examinations into,the Hull Properties(City Portion) in accordance with sections 1.1 and 1.2 of this Agreement; (e) Hull shall have deposited all monetary sums and documents with the Escrow Agent and performed each and every covenant required by or contained in this Agreement to be performed by Hull on or prior to the Closing Date; and (f) The deed of the Hull Properties (City Portion) from Hull to City reserves an exclusive easement for Hull's benefit as to the Hull Residential Parcels and a non-exclusive easement as to the San Jacinta Parcels, as provided below in Section 2 of this Agreement. 1.3.2 Condition to Hull's Obligations. The obligations of Hull under this Agreement, except for subsection 1.3.2(g) are expressly conditioned upon the satisfaction of the following conditions precedent on or before the date specified therefor: (a) On the Closing Date,the Title Company shall be prepared to issue to Hull as of the Closing Date the Hull Title Policies (as defined in this Agreement)upon payment of its regularly scheduled premium therefor; (b) All of City's representations and warranties contained in this Agreement shall be true and correct in all material respects as of the Closing Date; (c) Hull has waived or been deemed to have waived any disapproval of and objections to the condition of the Gobbi Properties and San Jacinta Properties or of title to said properties; (d) Hull's approval of Relevant Materials associated with, and inspections, investigations, and examinations into,the Gobbi Properties and San Jacinta Properties in accordance with sections 1.1 and 1.2 of this Agreement; (e) On the Closing Date, the Title Company shall be prepared to record, contemporaneous with the Grant Deeds to effect the transfer of the Hull Properties (City Portion) to City and the Gobbi Properties and San Jacinta Properties to Hull, the Easements, CCR's, and the Memorandum3 of reserved development and other rights described in Section 2 of this Agreement of this Agreement; 3 The"Easements,""CCR's,"and"Memorandum"are further discussed and defined in section 2 of this Agreement. 12 1 Page Property Purchase - Sale / Exchange & Development Agreement [Type here] [Type here] COU 2122-201 (f) City shall have deposited all monetary sums and documents with the Escrow Agent and performed each and every covenant required by or contained in this Agreement to be performed by City on or prior to the Closing Date; (g) Upon and after Close of Escrow the City shall allow Ukiah Wireless continued access to and use of its facilities on the Hull Properties as they exist on the Effective Date. City shall negotiate with Ukiah Wireless the terms of a written agreement for such use.The terms of use shall allow for a reasonable monthly fee and include a provision indemnifying the City for claims, damages, expenses and losses caused or alleged to have been caused by Ukiah Wireless, including costs of any legal defense of City against any such claim and requiring Ukiah Wireless to maintain and name the City as an additional insured under a comprehensive general or commercial liability insurance policy approved by City, such approval not to be unreasonably withheld. If City and Ukiah Wireless cannot agree on reasonable terms for such continued access and use, City will negotiate for an agreement allowing Ukiah Wireless to relocate without undue or unreasonable interference with the wireless services it currently provides not to exceed six months from the date the City notifies Ukiah Wireless by U.S. Mail addressed to Lane Charpentier, at 307 S. Main St., Ukiah, CA 95482, with copy by email to support@ukiahwireless.com and Lane@ukiahwireless.com,that negotiation over terms is terminated. 1.3.3 Satisfaction of Conditions. Hull and City shall each use diligent efforts and shall cooperate with each other to attempt to cause the satisfaction of the conditions precedent to each parry's obligations under this Agreement. In the event that any of the conditions precedent set forth in this Section 1.3 shall not be satisfied or waived on or before the date specified therefor,then the party whose obligations are subject to such condition precedent shall have the right to terminate this Agreement by written notice given to the other party on or before such date specified therefor,which termination shall not constitute an event of default under this Agreement. 1.4 CLOSING. 1.4.1 Deposits into Escrow. (a) On or before the Closing Date, City shall deposit or cause to be deposited with Escrow Agent the following: (i) The balance of the Payment; (ii) City's share of the closing costs described in Section 1.4.3 of this Agreement; (iii) A consent or resolution authorizing City to consummate the transactions contemplated by this Agreement, and such other authorizing documents as Escrow Agent shall require; and (iv) Escrow instructions to Escrow Agent consistent with and sufficient to implement the terms of this Agreement, if necessary. 13 1 Page Property Purchase -Sale / Exchange & Development Agreement [Type here] [Type here] COU 2122-201 (b) On or prior to the Closing Date, the parties shall deposit or cause to be deposited with Escrow Agent the following: (i) Grant Deeds ("Deeds") conveying title to the Hull Properties (City Portion), Gobbi Properties, and San Jacinta Properties, duly executed by the respective parties in recordable form and in a form acceptable to both the party to which title is to be conveyed and the Escrow Agent, as may be consistent with this Agreement; (ii) The Memorandum (see Section 2 of this Agreement), and CCR's duly executed by the respective parties, as required, in recordable form and in a form acceptable to the parties; (iii) Grant Deed Easements and forms of reserved easements pursuant to Section 2.2.2 of this Agreement(collectively"Easements"),duly executed by the respective parties, as required,in recordable form and in a form acceptable to the parties; (iv) A withholding certificate under Section 1445 of the Internal Revenue Code, as amended, and the Treasury regulations promulgated thereunder, executed by Hull in a form reasonably acceptable to City("FIRPTA Certificate"); (v) A California FTB Form 593-C (Real Estate Withholding Certificate) executed by Hull in a form reasonably acceptable to City ("State Affidavit"); (vi) Transfer tax declarations,affidavits and statements and such other documents as may be required by applicable law or by Escrow Agent in connection with the conveyance of the Hull Properties (City Portion), Gobbi Properties, and San Jacinta Properties; (vii) Such other documents,including owner's affidavits or statements,as may be reasonably required by a prospective grantee or Escrow Agent in connection with the conveyance of title to the Hull Properties(City Portion),Gobbi Properties,and San Jacinta Properties; (viii) A restrictive covenant in recordable form binding on Hull and his successors and assigns prohibiting on the Adjacent Substation Property the construction or use of gas stations, vehicle repair shops, businesses that produce hazardous waste or toxic waste other than household hazardous waste, underground tanks, above-ground tanks storing fuel or chemicals, and similar uses that could contaminate groundwater with substances prohibited by primary and secondary drinking water standards applicable to community water systems; (ix) Non-exclusive public utility easements in recordable form as depicted and described in Exhibit Q, which is attached hereto and incorporated herein by reference, either reserved, if legal descriptions consistent with Exhibit Q are available prior to Close of Escrow, or granted by Hull to the City after Close of Escrow, if such descriptions are not available prior to close of escrow. Hull shall execute and deliver to City for recordation the easement grant deed within ten (10) days after an easement grant deed utilizing proper 141 Page Property Purchase Sale / Exchange & Development Agreement [Type here] [Type here] COU 2122-201 descriptions is delivered to Hull for execution. Hull or his successors and assignees shall have the right to make use of the easement areas provided such use does not unreasonably interfere with the City's use of the easements for their intended purposes. Such purposes include, but are not limited to, installation, use, repair and replacement of both above ground structures, such as pad mounted transformers, as depicted on Exhibit Q and underground facilities including facilities as depicted on Exhibit Q, such as high voltage power lines within the 12' area on"Lot 1" as shown on Exhibit Q. The "Limited Use Area," as shown on Exhibit Q, is intended to ensure that high voltage power lines and other underground facilities located in the 12 foot area can be accessed and repaired, removed or replaced in a relatively quick manner. To preserve such access, construction of permanent structures within the easements depicted on Exhibit Q would unreasonably interfere with the City's use thereof. Paving those areas would not unreasonably interfere with the use of the easements, preserving for the City the right to trench paved areas, if necessary to access existing facilities or install new ones,either above or below ground within the easement areas. If such trenching is required, the City will refill and repave above the trench but will have no obligation to repave any larger portion of the paved areas except as may be directly damaged by the trenching, (x) An option("the Option") in recordable form granting the City an option for an easement across the San Jacinta Properties for public utilities and a trail providing public access to the Open Space Parcels at a location and a width that does not unreasonably interfere with the use of the San Jacinta Properties for single family residential use. The location and width of the easement shall be reasonably agreed to by Hull and City in good faith. The parties shall do so within six (6) months from the Effective Date. If the parties have failed to agree on the width and location of the easement within said six(6)months, upon written request either party is entitled to compel arbitration of the dispute under the California Arbitration Act (Code Civ. Proc. §1280 et seq.), which shall be completed within six (6) months of the arbitration request. Upon the parties' agreement or pursuant to an arbitrator's decision, (1) the parties shall cause to be recorded an easement grant deed to establish of record the easement terms and(2)City shall simultaneously record in the official records of Mendocino County an instrument reasonably satisfactory to Hull that effectively terminates the option; (xi) Consents or resolutions authorizing each party to consummate the transactions contemplated by this Agreement, and such other authorizing documents as Escrow Agent shall require("Authorizing Documents"), if necessary; and (xii) Further escrow instructions consistent with and sufficient to implement the terms of this Agreement, if necessary. l.4.2 Closing. After all the deposits required by Section 1.4.1 have been made, all conditions to the parties' respective obligations set forth in Section 1 have been satisfied or waived, and Escrow Agent is prepared to cause the Title Company to issue the City Title Policy and Hull Title Policies in accordance with provisions of Section 1.5 below, Escrow Agent shall: (a) Record the Deeds and Easements in the Official Records of Mendocino County, California, and instruct the County Recorder to deliver such instruments after recording to the grantee,respectively; 151Page Property Purchase - Sale / Exchange & Development Agreement [Type here] [Type here] COU 2122-201 (b) Record the Memorandum and CCR's (see Section 2 of this Agreement) and instruct the County Recorder to deliver the instruments after recording to the parties; (c) Record the restrictive covenant and option as provided in Subsections 1.4.1(b) (viii)and (ix); (d) Deliver to or for the account of Hull the Payment; (e) Deliver to City the FIRPTA Certificate, the State Affidavit and,to both Hull and City, the Authorizing Documents: (f) Cause the Title Company to issue and deliver the City Title Policy and Hull Title Policies to the respective parties. 1.4.3 Closing Costs. (a) Hull shall pay the entire premium and endorsement charges on the Hull Policies; (b) City shall pay the entire premium and endorsement charges for the City Title Policy,all state,county and/or local documentary transfer taxes and any other real property transfer or conveyance taxes payable with respect to the deeds to the properties transferred under this Agreement, and the escrow fees charged by Escrow Agent; (c) Hull and City shall each bear its own attorneys' fees and costs incurred in connection with the transactions contemplated by this Agreement. Except as provided in this Agreement, all other costs, fees, expenses and charges of any kind incident to the transaction(s)contemplated by this Agreement shall be borne by the party incurring the same; (d) Prorations. Prorations shall be made as of the Close of Escrow. All prorations shall be made on the basis of a thirty (30) day month and shall be paid in cash to Hull if it is entitled thereto or shall be credited against the cash portion of the Payment if City is entitled thereto. Such prorations shall be made by Escrow Agent on the basis of a statement(s)approved by City and Hull and deposited into the escrow prior to the Close of Escrow. The date used for prorations is hereinafter referred to as the"Proration Date."As to each property transferred under this Agreement,all real estate taxes and all personal property taxes due and owing as of the Proration Date, and all penalties and interest thereon, shall be paid by the transferring party. Current real estate taxes, special assessments and personal property taxes which are not yet due and owing shall be prorated based upon the most recent tax bill, so that the portion of current taxes allocable to the period from the beginning of such tax year through the Proration Date shall be charged to and paid by the transferring party and the portion of the current taxes allocable to the portion of such tax year from the Proration Date to the end of such tax year shall be charged to and paid by grantee.Proration of taxes and assessments shall be final as of the Proration Date,regardless of the amount of taxes or assessments that actually are, or subsequently become,due. 1.5 TITLE INSURANCE. [1pon the Close of Escrow, Escrow Agent shall cause the Title Company to issue to: 161 Page Property Purchase - Sale/ Exchange & Development Agreement [Type here] (Type here] COU 2122-201 (a) City a CLTA standard owner's policy of title insurance with total liability in an amount to be determined by City for the Hull Properties (City Portion), insuring City that the Hull Properties(City Portion)are vested in City, subject only to the standard printed exceptions to such title policy and the Permitted Exceptions and the Memorandum and Easements (see Section 2 of this Agreement) ("City Title Policy"); and (b) Hull a CLTA standard owner's policies of title insurance with total liability in an amount to be determined by Hull for the Gobbi Properties and the San Jacinta Properties, insuring Hull that the Gobbi Properties and San Jacinta Properties are, respectively, vested in Hull, subject only to the standard printed exceptions to such title policies and the Permitted Exceptions ("Hull Title Policies"); (c) At either parry's option, that party shall have the right to obtain as its title policy an ALTA extended coverage owner's title insurance policy,provided that the party desiring the same shall pay the entire cost therefor. 1.6 ADDITIONAL COVENANTS. 1.6.1 No Agreements,Conveyances. From or after the date of this Agreement until the Close of Escrow, Hull as to the Hull Properties (City Portion) and City as to the Gobbi Properties and the San Jacinta Properties shall not,except as permitted in this Agreement, (a) enter into, extend or amend any lease, contract, option or agreement affecting said properties(b) cause or permit any lien, encumbrance,mortgage,deed of trust, right, restriction or easement to be created or claimed with respect to said properties, or(c)sell, convey, assign,transfer, encumber or otherwise dispose of said properties or any portion thereof or interest therein,to the extent any of the same may survive the Close of Escrow. However, nothing in this provision shall preclude Hull from boundary line adjusting or taking further action in furtherance of the development of the Hull Residential Parcels and/or the Hull Properties as otherwise contemplated by this Agreement, entering into agreements related to the sale of the Hull Residential Parcels,or preclude the validity of the Easement,Road Access,and Maintenance Agreement entered by, in part, Hull,and the City. Except as otherwise provided in this Agreement,the party conveying a property under this Agreement shall,prior to the Close of Escrow, timely perform and discharge all obligations and liabilities of every kind arising from the use,occupancy,and ownership of that property. 1.6.2 Maintenance. From or after the date of this Agreement until the Close of Escrow or the termination of this Agreement, the parties shall not(a)remove,harvest or cut any trees,vegetation, crops, soils or minerals from the properties they are conveying pursuant to this Agreement,except as may be required in connection with standard property management practices, fire hazard abatement requirements or as otherwise required by applicable law; (b) cause or permit any Hazardous Materials to be located in, on or under said properties, except to the extent necessary to perform standard property management practices; or(c)take or permit any other action that could reduce the value of said properties. 1.6.3 Hull's Exchange Rights. Hull and City acknowledge and agree that 171 Page Property Purchase - Sale / Exchange & Development Agreement [Type here] [Type here] COU 2122-201 Hull shall have the right to cause this Agreement to be modified so that Hull may effectuate an exchange under the internal Revenue Code of 1954,and the California Revenue and Taxation Code. Hull shall exercise its right to modify this Agreement by giving City written notice by no later than five(5)calendar days prior to the date scheduled for the Close of Escrow. City shall bear no additional cost, expense or liability(whether actual or contingent)as a result of the exchange transaction and shall not be required to take title to any other property as part of such exchange transaction. 1.7 RISK OF LOSS. 1.7.1 Damage or Destruction. In the event damage or destruction occurs to the Hull Properties (City Portion),Gobbi Properties, or San Jacinta Properties resulting in a Major Casualty (as defined in this Agreement)prior to the Closing Date,the party acquiring title to the property under this Agreement("Prospective Grantee") shall have the right to terminate this Agreement by giving the other party written notice of termination within twenty(20)days following the date of Prospective Grantee's receipt of written notice of, or the date of Prospective Grantee's obtaining independent knowledge of,the occurrence of such destruction or damage. In the event of any such termination of this Agreement,the Prospective Grantee shall be entitled to receive all amounts paid into escrow by the Prospective Grantee, less its share of any escrow fees that may have resulted. In the event of any other damage or destruction to said property or in the event that the Prospective Grantee shall not elect to terminate this Agreement following damage or destruction to said property by a Major Casualty, the Prospective Grantee shall remain obligated to perform its obligations under this Agreement,and the other party shall assign to Prospective Grantee its rights to any claims associated with the casualty, including proceeds for such damage or destruction under the other party's property insurance policies covering said property or loss, subject to and effective upon the CIose of Escrow. For the purposes of this Agreement, a"Major Casualty" shall be deemed to be any casualty causing any damage or destruction to said property if the reduction in the value of said property caused by such casualty, as reasonably determined by the Prospective Grantee, exceeds One Hundred Thousand Dollars ($100,000). 1.7.2 Condemnation. In the event of the commencement of proceedings for the taking of any portion of the Hull Properties (City Portion), Gobbi Properties or San Jacinta Properties in eminent domain or the making of any threat of condemnation prior to the Closing Date,the Prospective Grantee shall have the right to terminate this Agreement by giving to the other party written notice of termination within fifteen(15)days following the date on which Prospective Grantee shall receive written notice of such proposed taking or the date of Prospective Grantee's obtaining independent knowledge of the same. In the event of any such termination of this Agreement,Prospective Grantee shall be entitled to receive all amounts paid into escrow by it, less its share of any escrow fees that may have resulted. If the Prospective Grantee should not elect to terminate this Agreement as aforesaid, Prospective Grantee shall remain obligated to perform its obligations under this Agreement,and the other party shall assign to the Prospective Grantee at Close of Escrow the conveying parry's rights to the portion of any condemnation award attributable to the owner's interest in said property,subject to and effective upon the Close the Escrow. For purposes of this Agreement, a taking in condemnation shall mean the vesting of fee title to or other real property interest in said property or any portion 181 Page Property Purchase - Sale/ Exchange & Development Agreement [Type here] [Type here] COU 2122-201 thereof by a governmental authority pursuant to the exercise of the power of eminent domain or pursuant to a deed given in lieu or in contemplation thereof. 1.8 BROKERS. 1.8.1 Hull. Hull hereby represents and warrants to City that Hull has not engaged or otherwise dealt with any finder or real estate broker or salesperson with respect to the transactions contemplated by this Agreement. In the event that any contrary claim is made by any finder,broker or salesperson, Hull shall indemnify,defend and hold City harmless from and against any and all losses,costs,claims, demands, expenses, damages, liabilities or causes of action(including reasonable attorneys' fees and costs)with respect to such finder,broker or salesperson. 1.8.2 Cam. City hereby represents and warrants to Hull that City has not engaged or otherwise dealt with any finder or real estate broker or salesperson with respect to the transactions contemplated by this Agreement. In the event that any contrary claim is made by any finder,broker or salesperson, City shall indemnify,defend and hold Hull hannless from and against any and all losses,costs,claims, demands, expenses, damages, liabilities or causes of action(including reasonable attorneys' fees and costs)with respect to such finder,broker or salesperson. 2. HULL'S RESERVED RIGHTS & RESIDENTIAL DEVELOPMENT 2.1 RESERVED RIGHTS &INTENT GENERALLY 2.1.1 Intent. A primary and substantial portion of consideration provided to Hull under this Agreement is(a)Hull's reserved,retained,and/or granted exclusive rights to develop and sell legal parcels for residential use within the Hull Residential Parcels as part of a private, gated,community, and additionally(b)Hull's reserved,retained, and/or granted exclusive rights to boundary line adjustments and related sales,both of which are described in Sections 2.1 and 2.2 of this Agreement. The transfer of title to the City of the Hull Properties (City Portion) shall and is hereby subject to and conditioned on these reserved rights. 2.l.2 Reserved Rights&Development Generally.Notwithstanding the conveyance to the City of title to the Hull Properties (City Portion) at the Close of Escrow, Hull will have the exclusive right and sole discretion to: boundary line adjust all ten(I0)parcels within the Hull-City Properties, as may be lawful, so that up to seven(7)of said parcels are reconfigured as legal parcels within the Hull Residential Parcels for purposes of establishing and developing a private, gated,residential community of single-family homes and such accessory structures as are allowed by law. Subject to his indemnification obligations as set forth in Section 2.2.5(a)(i), Hull, and upon its creation,the Association, shall have the right to construct.: install an access roadway and related improvements("Road & Development Improvements")and electrical conduit and related infrastructure for electrical lines and components to serve such parcels and perform other works of improvement to develop residential lots within the Hull Residential Parcels. Hull shall have the right to sell the lots created as part of the development. The City shall install the actual electrical lines and components("Electrical Utilities") for the 19 1 Page Property Purchase -Sale / Exchange & Development Agreement [Type here] [Type here] COU 2122-201 residential development. Covenants,Conditions, and Restrictions("CCR's")will be recorded against and bind the Hull Residential Parcels. Hull will form an association ("Association")that will govern the Hull Residential Parcels and have the obligation to maintain the Road& Development Improvements. The CCR's and Association are part of Hull's reserved rights under this Agreement and are for the benefit of the referenced private, gated,community of single-family homes. Notwithstanding that the City will maintain title to the Hull Residential Parcels at the Close of Escrow, Hull shall have exclusive authority and the sole discretion to direct the listing and sale of,and/or transfer of title to,these parcels and shall be entitled to one hundred percent (100%)of the proceeds of all such sales. Those acquiring such parcels shall become Association members and will have the right and responsibility for any development of their parcel for single-family residential purposes (including any accessory dwelling units as are allowed by law),which will include all construction activity,such as,without limitation, locating and creating a building pad(s),driveway(s),building structures, and installing infrastructure for parcel utilities and connections to the Road&Development Improvements and Electrical Utilities,all pursuant to the applicable governing permitting process and requirements,provided that if a parcel is developed before its annexation into the City becomes final,the Association and CC&Rs shall require compliance with Ukiah City Code("UCC") Sections 9135-9139 with the Association rather than the Ukiah Planning Commission issuing the Use Permit required by Section 9139.13. Development shall comply with the Conditions of Approval for the Western Hills Open Land Acquisition and Limited Development Project(Exhibit Gf Any or all of the nine (9) legal parcels reserved by Hull,which are not made part of the Hull Residential Parcels, shall be subject to Hull's reserved exclusive right and sole discretion for the lawful use of those parcels outside the Hull-City Properties. In other words,Hull has the right to use the boundary line adjustment process, as may be lawful, to reconfigure all ten(10) of the legal parcels within the Hull-City Properties' boundaries,such that: (a)the City will have sole and exclusive ownership and use of one(1)of the ten(10) legal parcels, encompassing all lands lying within the boundaries of the Hull-City Properties with the exception of the Hull Residential Parcels; (2)up to seven(7)of the ten(10) legal parcels will lie within the Hull Residential Parcels; and, (3)the balance of the ten(10)legal parcels will be used outside the boundaries of the Hull-City Properties. To facilitate the parties' intent, unless Hull agrees otherwise the City will apply for out of area service agreements to serve, and for annexation into the City of, the Hull Residential Parcels, and, consistent with its pre-zoning,the City shall zone said lands as part of its Single- Family Residential-Hillside Overlay District(RI-H). Said zoning will allow for the lot sizes specified in UCC Section 9139, which establishes minimum parcel size for residential use based on the average slope of the parcel and otherwise in compliance with the City's(R1-H) zone requirements. For purposes of Exhibit G,the parties acknowledge and agree that:regarding item 20 therein,the Road is not,and shall not be construed as,a"public right-of-way";and,regarding item 24,the costs for which Hull is responsible under said item are those specified in this Agreement and do not include costs for which City(or others)are responsible under this Agreement,the Easement,Road and Maintenance Agreement,or by operation of law. 20 1 Page Property Purchase - Sale / Exchange & Development Agreement [Type here] (Type here] COU 2122-201 The Easements will be reserved and granted at the Close of Escrow in furtherance of these purposes. The parties shall cooperate to timely complete these objectives. 2.1.3 Exercise of Rights. The parties acknowledge that Hull is presently undertaking procedures and works of improvement in furtherance of creating and establishing the legal parcels,road(s),utilities, and infrastructure for the development within the Hull Residential Parcels and shall have the right to continue doing so, notwithstanding the transfer of the Hull Properties (City Portion)to the City and regardless of Annexation or an OASA, as long as he proceeds as described Section 2.2 below. Hull's rights reserved under this Agreement with respect to the Hull Residential Parcels and Hull's BLA Rights(defined below)are fully transferable and assignable. 2.1.4 Memorandum of Record. A memorandum of Hull's reserved rights under this Agreement,memorializing that the transfer of title to the City of the Hull Properties(City Portion) is subject to and conditioned on said rights,shall be recorded in the Official Records of Mendocino County against the Hull Properties contemporaneous with the Close of Escrow substantially in the form attached as Exhibit K("Memorandum"). 2.2 RESIDENTIAL DEVELOPMENT Residential Development.Notwithstanding the transfer of the Hull Properties (City Portion) to City, Hull shall retain and reserve, and is hereby granted, solely at Hull's expense, the exclusive right and sole discretion to create,establish,use,develop, and sell up to seven(7) legal parcels within the Hull Residential Parcels as part of a private, gated,residential development of single- family homes and such accessory structures as are allowed by law. This right and discretion includes all actions allowed by law and necessary to create and develop such lots, including lawfully adjusting the boundaries of the 10 legal parcels included within the Hull-City Properties to create individual lots in the Hull Residential Parcels, construction of road(s), utilities,and other infrastructure,and the establishments CCR's and the Association to benefit and govern such lands. Hull's right and discretion also includes all other lawful development deemed reasonably desirable in Hull's discretion to ready the Hull Residential Parcels for listing, sale, and/or transfer of title to such lots as part of a private, gated, community,with the purchasers!transferees undertaking the actual construction of single-family dwellings and ancillary structures and associated development on the individual lots pursuant to applicable permitting requirements. Nothing in this Agreement shall prevent Hull from directing the transfer of any lot(s)to himself or designees to undertake,in compliance with law and the terms of this Agreement, actual construction on such lot(s)as a transferee thereof. Hull's right and discretion further includes obtaining any ministerial or discretionary governmental approvals for lot line adjustments,as authorized by law, including, if applicable, Government Code Section 66412(d),parcel and subdivision maps under the Subdivision Map Act(Government Code §§66410 et seq.), commensurate local government subdivision ordinances,and site development, use,or grading permits. In exercising his rights under this Section 2.2, Hull may acquire, in addition to the Easements reserved and granted at the Close of Escrow as described in this Agreement, access and public utility easements,construct or improve roads to provide access and utilities to serve the 211Page Property Purchase - Sale / Exchange & Development Agreement (Type here] [Type here] COU 2122-201 residential development, including water,sewer, electricity, natural gas,telephone, cable television and internet service. Except as provided in this Agreement, Hull and once formed the Association shall solely pay all materials and construction/installation costs for the residential development. Residential development shall be in conformance with the Conditions of Approval for the Western Hills Open Land Acquisition and Limited Development Project(Exhibit G). 2.2.1 Le al Parcels &Boundary Line Aduustments.Notwithstanding the conveyance of title to the Hull Properties (City Portion) to City,Hull shall retain and reserve,and is hereby granted,the exclusive right and sole discretion to boundary line adjust all ten(10)legal parcels situated in the Hull-City Properties and subsequently to use(including to sell) outside of the Open Space Parcels nine(9)of those ten(10) legal parcels within the Hull-City Properties for the purposes described in this Agreement. These rights and this discretion may be exercised without restriction if otherwise lawful, including,but not limited, to: create,establish,and develop parcels for the residential development of the Hull Residential Parcels; and/or, for use outside of the lands comprising the Hull-City Properties.As part this exclusive right and sole discretion, Hull may boundary line adjust the ten(10) legal parcels that are situated within the Hull-City Properties,in accordance with applicable provisions of law,such that: (a)the City will be left with (1)of the ten(10) legal parcels,which will encompass all lands lying within the boundaries of the Hull-City Properties with the exception of the Hull Residential Parcels; (b)up to seven(7) of the ten (10) legal parcels will lie within the Hull Residential Parcels; and, (c)the balance of the ten(10) legal parcels will be used by Hull outside the boundaries of the Hull-City Properties. These rights and discretion apply whether such lands are situated within or without the incorporated area of City or owned by City, Hull,or third parties(the retained, reserved, and granted rights and discretion in this section are collectively referred to as"Hull's BLA Rights"). Hull's BLA Rights are subject to use as Hull, in his sole discretion, may desire and as may otherwise be lawful. Exercise of Hull's BLA Rights shall not reduce the total acreage of the Hull-City Properties owned by the City situated outside of the Hull Residential Parcels. To the extent permitted by law,Hull's BLA Rights may be used through multiple or successive boundary line adjustments (whether occurring within or without the Hull-City Properties). There are no limits under this Agreement to the number of boundary line adjustments Hull may cause to occur pursuant to this provision except as may otherwise be imposed by law. Hull's BLA Rights shall be deemed exhausted only when the adjustments result in the City maintaining a single legal parcel that spans the lands comprising the Hull-City Properties excepting the Hull Residential Parcels. Except as may be required by law(other than laws adopted by City after the effective date of this Agreement)there shall be no time frame by which Hull may be required to put to use Hull's BLA Rights; such rights shall inure to Hull's benefit in perpetuity. 2.2.2 Easements. (a) Easements reserved by Hull. Notwithstanding the conveyance of the Hull Properties (City Portion) to City,at the Close of Escrow,Hull shall reserve: exclusive,assignable, easements for purposes associated with the Hull Residential Parcels and to otherwise facilitate development on such lands for the intended purposes, and for the exercise,of Hull's other retained, reserved, or granted rights under this Agreement; and, non-exclusive easements for the benefit of the San Jacinta Properties. Said easements shall be both in gross to Hull and 221 Page Property Purchase - Sale / Exchange & Development Agreement [Type here] [Type here] COU 2122-201 appurtenant to the Hull Residential Parcels and appurtenant as to the San Jacinta Properties, including as such lands may be divided or reconfigured. (b) Easements conveyed to City. At Close of Escrow Hull must convey to City a non-exclusive easement for access to the balance of the Hull Properties,including public access. The City shall retain an access easement as provided in this provision over any lot within the Hull Residential Parcels conveyed by City pursuant to Hull's reserved, exclusive, rights and discretion to cause such transfer. City shall coordinate with Hull, and upon its creation the Association,use of the easement by members of the general public in order to preserve the security of the locked gate and the security and privacy of residents and parcels within the gated community.General public access of the Road within the Hull Residential Parcels will be revoked/reconveyed by City at such a time as alternative general public access has been established across the Hull Residential Parcels(or another location instead of through such parcels)5 as reasonably agreed to by Hull and the City in good faith. If Hull proposes and can convey such an alternative access across lands Hull owns or controls and the City does not agree to accept it or the City proposes such an alternative access across lands Hull owns or controls and Hull does not agree to it,either party is entitled to compel arbitration of the dispute under the California Arbitration Act(Code Civ. Proc. §1280 et seq.), which shall be completed within six (6)months of the arbitration request. Upon the parties' agreement or pursuant to an arbitrator's decision,the City shall execute in recordable form an instrument reasonably agreeable to Hull that terminates and excludes from the easement (Exhibit N) granted to the City under this Agreement public access on, or use of,the Road. (c) Easements--Grants and Reservations. Said easements described in this Section 2.2.2, in the forms attached as Exhibits L-N, shall be executed and recorded contemporaneous with the Close of Escrow and shall be in addition to those easements conveyed under the Easement, Road Access and Maintenance Agreement. 2.2.3 Parcel Configuration of Hull Residential Parcels. Attached as Exhibit J are maps depicting the approximate location of the ten(10)legal parcels situated within the Hull-City Properties. Page one of Exhibit J represents the approximate present configuration of the ten (10)legal parcels comprising the Hull-City Properties. Page two of Exhibit J represents the approximate intended configuration of the parcels comprising the Hull-City Properties, including the seven(7) legal parcels after their boundaries have been adjusted and reconfigured within the Hull Residential Parcels. Table 1 below further details the parties' intended approximate reconfiguration, zoning, and use of the Hull Residential Parcels. Table 1. Hull Residential Parcels, Present Condition, Resulting Configuration,Annexation & 5 Boundary line adjustments as permitted under this Agreement may permit a course for alternative public access through other portions of the Hull Properties, in whole or part, in lieu of the Hull Residential Parcels. Hull may also obtain rights and interests in neighboring parcels that may permit such alternative access in lieu of a course that runs through the Hull Residential Parcels in whole or part. This provision concerns an alternative to public access to City-owned property along the Road through the Hull Residential Parcels and is not conditioned on the City obtaining connecting access across other lands. 231Page Property Purchase - Sale / Exchange & Development Agreement (Type here) [Type here] COU 2122-201 Zoning Proposed Size (acres) Resulting Parcel Configuration,Intended Use and Parcel through Lot Line Proposed Pre-zoning&Zoning Ad'ustments 1 9.8 Parcel 1 has been reconfigured by Hull pursuant to the boundary line adjustment process, thereby establishing an existing legal parcel situated within the Hull Residential Parcels intended for single family residential development and pre-zoned and zoned RL-H. 2 5.1 Parcel 2 has been reconfigured by Hull pursuant to the boundary line adjustment process, thereby establishing an existing legal parcel situated within the Hull Residential Parcels intended for single family residential development and pre-zoned and zoned RI-H. 3 9'9 Parcel 3 will be a legal parcel situated within the Hull Residential Parcels intended for single family residential development and pre-zoned and zoned R1-H 4 9.0 Parcel 4 will be a legal parcel situated within the Hull Residential Parcels intended for single family residential development and pre-zoned and zoned R1-H 5 5.0 Parcel 5 will be a legal parcel situated within the Hull Residential Parcels intended for single family residential development and pre-zoned and zoned R1-H. 6 9.7 Parcel 6 will be a legal parcel situated within the Hull Residential Parcels intended for single family residential development and pre-zoned and zoned R1..H. 7 5.0 Parcel 7 will be a legal parcel situated within the Hull Residential Parcels intended for single family residential development and pre-zoned and zoned R1-H 2.2.4 The Road. There presently exists a private road extending westerly from Redwood Avenue, a public street, in Ukiah, California,through real property presently owned by Adonis and Sarah Noguera(the "Nogueras")and onto property currently owned on one side of the road's centerline by Ellison and on the other side of the road's centerline by Hull,which road splits,one portion of which continues northerly within the Hull Residential Parcels, where it eventually reenters property owned by the Nogueras before traversing westerly and back on to and within the Hull Residential Parcels, continuing in that general direction through said lands and into the balance of the Hull Properties. This road is shown on the map attached hereto and incorporated herein by reference as Exhibit O("Road"). 2.2.5 Road&Development Im rovements and Electrical Infrastructure. Subject to the provisions of this subsection,Hull—and once formed the Association—shall construct/ install the Road&Development Improvements,Water System, Sewer System and Electrical 241 Page Property Purchase - Sale / Exchange & Development Agreement [Type here] [Type here] COU 2122-201 Infrastructure. The Road& Development Improvements include,but are not limited to, the Road,paving of the Road,the locked gate located near the intersection of the public and private portions of Redwood Avenue and the Road,storm drains, other drainage facilities and water and sewer systems that will serve the residential lots made part of the Hull Residential Parcels. The water system shall be located entirely within the Hull Residential Parcels, and consist of a water well(s)as the water source, water-storage tank(s), and water pipelines to deliver the water to each residential lot made part of the Hull Residential Parcels,with the lines installed along the Road to points to enable future connection by buyers of the individual lots(collectively "Water System"). The sewer system will consist of a private sewage disposal system in compliance with Division 4,Chapter 2,Article 4 of the Ukiah City Code,commencing with Section 3703.1 for which Hull shall install the sewage holding tank(s),pumps, and other components to points to enable future connection by buyers of the individual residential lots within the Hull Residential Parcels for the treatment of sewage solids and an effluent line along the Road, which shall connect with the City's sewer main pipe on Redwood Avenue(collectively"Sewer System"). The Water System and Sewer System shall be for the sole benefit of the residential lots situated in the Hull Residential Parcels and not subject to connection by other parcels absent Hull's or the Association's express written consent.The Electrical Infrastructure includes trenching,purchase and installation of electrical conduit—including placement of splice boxes and box pads for equipment(boxes and box pads provided by the City at City's expense),conduit sweeps into splice box and equipment locations, retaining wall(on Parcel 1 to accommodate the equipment pad and to prevent the hillside from falling onto the equipment), and primary riser conduit installed according to City of Ukiah Electric Department design standards—along the Road from the last pole on Redwood Avenue west to the development sufficient to house electrical lines and components for residential electrical service to the lots within the Hull Residential Parcels (collectively"Electrical Infrastructure"). Hull—or once formed the Association—shall solely pay all materials and construction!installation costs for the Road&Development Improvements, inclusive of the Water System and Sewer System. Hull—or once formed the Association—shall solely pay all materials and construction!installation costs for the Road&Development Improvements for the Electrical Infrastructure including purchase and installation of conduit and installation of splice boxes and box pads, material and installation of retaining wall on Parcel 1 according to City of Ukiah Electric Department design standards, except that the City will provide the boxes and box pads, at its expense, for installation.Nothing herein shall prevent Hull or the Association from connecting the Hull Residential Parcels to public water, sewer, or electrical systems beyond those systems and connections detailed in this provision and upon application and permitting by the governing agency(ies). (a) Indemnification& Mechanic's Liens. Hull's construction and installation of the Road&Development Improvements and Electrical Conduit,to the extent it involves physical changes to land within the Hull Properties (City Portion),such as, but not limited to,grading and road construction,Hull must comply with the following: (i) Indemnification. Except for the negligence or willful misconduct of City, including its employees and agents,and to the extent permitted by law,Hull agrees to indemnify, defend and hold harmless City and its officers, directors, members and employees(each, a"City Party") from and against any and all losses, liabilities, damages,costs and expenses(including reasonable attorneys' fees)resulting from claims by third parties for 25 1 Page Property Purchase - Sale / Exchange & Development Agreement [Type here] [Type here] COU 2122-201 injuries to any person and damage to or loss of property caused by Hull—or those under his direction or control, including employees, contractors or subcontractors—during or as a result of the construction and installation of Road&Development Improvements and Electrical Conduit or other activities in furtherance of development. If any action or proceeding is brought against any City Party by reason of any such claim,then Hull,upon notice from City, shall defend the claim at Hull's expense with counsel reasonably approved by City. (ii) Mechanic's Liens. a) Responsibility for Payment. Hull hereby agrees that it will pay or cause to be paid all costs for work done by it or its contractors and any subcontractors, and it will keep the Hull Properties (City Portion)clear of all mechanics' liens on account of work done by Hull or his contractors during development. b) Security. If Hull shall desire to contest any claim of lien it shall furnish City adequate security pursuant to Section 8424 and such other applicable provisions of the California Civil Code,plus estimated costs and interest,or a bond of a responsible corporate surety in such amount as is necessary to release the lien or provide City with evidence that enforcement of the lien is stayed. If a final judgment establishing the validity or existence of a lien for any amount is entered, Hull shall pay and satisfy the same at once. c) In Case of Default. If Hull shall be in default in paying any charge for which a mechanics' lien claim and suit to foreclose the lien have been filed, and shall not have given City security to protect the Hull Properties(City Portion) and City against such claims of Lien, then City may,but shall not be obligated to,pay the said claim and any costs, and the amount so paid, together with reasonable attorneys' fees incurred in connection therewith, shall be immediately due and owing from Hull to City, and Hull agrees to and shall pay the same with interest at the legal rate of ten percent(10%). (b) Hull's Tenant/Occupancv Permitted.Notwithstanding the transfer of the Hull Properties(City Portion) to City, Hull shall reserve the right to maintain a mobile home,trailer,or RV("Mobile Unit")on the Hull Properties, as presently situated on or about Parcel 3 as depicted on page 2 of Exhibit J. The Mobile Unit is currently occupied by Herman Costa(and family) for purposes of supervising development work on the Road,Road& Development Improvements,and Hull Residential Parcels and for caretaking,providing security and early wildfire detection services. City shall not object to Hull's continued use of the Mobile Unit, without rent,pending sale and pending transfer of title to the Hull Residential Parcels to third parties as contemplated by this Agreement,provided that Hull indemnifies and defends City from and against any damage,claim, liability and expense arising out of Hull's continued use of the Mobile Unit, including,but not limited to, any claim by the current or future occupants of the Mobile Unit. Hull shall provide the defense entirely at his expense using competent legal counsel approved by City, not to be unreasonably withheld. Hull shall notify the City in writing of any change of occupants of the Mobile Unit. 2.2.6 Electrical Utilities. Within a commercially reasonable period of time after Hull's written notice to City that the Electrical Infrastructure has been installed in compliance 261 Page Property Purchase -Sale / Exchange & Development Agreement [Type here] [Type here] COU 2122-201 with the City's duly adopted rules,policies and standards governing its Electric Utility, including,but not limited to, Division 4, Chapter 7, commencing with Section 4000 of the Ukiah City Code ("Electrical Utility Requirements")and approval thereof by the City(the process for which shall be promptly undertaken),the City shall install, at no cost to Hull or the Association, the Electrical Utilities,which include,but are not limited to,electrical lines,splice boxes, transformers, and other components sufficient to provide electrical residential service to each lot within the Hull Residential Parcels. The installation of the Electrical Utilities by the City and their connection to Hull Residential Parcels must comply with the Electric Utility Requirements. The City shall have no obligation to inspect or approve the connection of Hull Residential Parcels to the Electrical Utilities or to provide electric service to the Hull Residential Parcels until LAFCo has finally approved either(1)an out of area service agreement to serve them pursuant to Government Code Section 56133 or(2) the annexation of the Hull Residential Parcels by the City. After the Electrical Utilities are installed by the City, it shall thereafter maintain,repair, and reconstruct them in compliance with the City's duly adopted rules, policies and standards governing its Electric Utility, including,but not limited to, Division 4,Chapter 7, commencing with Section 4000 of the Ukiah City Code("Electrical Utility Requirements"). 2.2.7 CCR's & Association. Contemporaneous with the Close of Escrow, CCR's that include the Declaration as described in Recital K of the Easement,Road Access and Maintenance Agreement, in the form attached as Exhibit P,will be recorded against the lands comprising the Hull Residential Parcels. The CCR's will run with the land and bind the City and successors and assigns of the Hull Residential Parcels. Hull shall reserve the exclusive right and sole discretion to form the Association to govern the Hull Residential Parcels. Except as provided herein,the owner(s)of each lot within the Hull Residential Parcels shall be a member of the Association.Notwithstanding the Close of Escrow and the City's record ownership/title to the lands comprising the Hull Residential Parcels, City shall not be an Association member— Hull shall initially be the sole member of the Association.The City shall and hereby does irrevocably assign to Hull all voting and other rights, interests, and privileges as would otherwise inure to the benefit of a member of the Association as an owner of the lands comprising, or a lot within,the Hull Residential Parcels and,except as specified in this Agreement and the Easement, Road Access and Maintenance Agreement,shall not be subject to assessment of fees by the Association or otherwise liable for any cost, claim or expense that would otherwise apply to a member of the Association. Upon the sale of a lot within the Hull Residential Parcels by Hull, pursuant to Hull's reserved exclusive rights to cause a sale of any such parcel, Hull will assign and transfer the voting,membership, and other rights, interests,and privileges associated with that lot to the purchaser thereof, all subject to the CCRs and the Association's rules and regulations,whereupon the parcel owner shall become a member of the Association and entitled to the voting and other rights, interests,and privileges, and subject to all obligations, associated with such membership. Notwithstanding the transfer to the City of the Hull Properties (City Portion), Hull shall be entitled to and hereby reserves the right to modify the CCR's as it relates to the Hull Residential Parcels except for the sections 3.1, 3.21, and 5.4 of the CCR's, provided such modifications do not have the direct or indirect effect of modifying or terminating those sections. 2.2.8 Maintenance Obligations. Hull—and once formed the Association—shall have sole authority, control, and responsibility to maintain,repair, and improve the Road& Development Improvements. City shall have sole authority, control, and responsibility to 27 1 Page Property Purchase - Sale / Exchange & Development Agreement [Type here] [Type here] COU 2122-201 maintain, repair, and improve the Electrical Conduit and Electrical Utilities to serve the Hull Residential Parcels for its intended uses. The parties' rights and duties in this section shall be read and interpreted in keeping with the same rights and duties as expressed in the Easement, Road Access and Maintenance Agreement. 2.2.9 Maintenance Fee. Commencing on the first of the month following the Association's formation,City shall pay to the Association a monthly fee of$75.00 for general maintenance and repair of the Road& Development Improvements("Monthly Maintenance Fee"). On the anniversary date of the completion of the Road and on the first day of the same month each year thereafter,the monthly maintenance fee shall be adjusted upward, not to exceed a maximum of 3%, by the percentage change in the value in the prior twelve months of the All Urban Consumers Consumer Price Index(CPI-U),all items, for the San Francisco-Oakland- Hayward, CA, area(Base Period 1982— 1984— 100), not seasonally adjusted, as compiled and published by the U.S. Department of Labor, Bureau of Labor Statistics or its successor index. Hull—and once formed the Association shall be responsible for properly setting and collecting maintenance fees from lot owners within the Hull Residential Parcels. The parties' rights and duties in this section shall be read and interpreted in keeping with the same rights and duties as expressed in the Easement, Road Access and Maintenance Agreement. 2.2.10 Sale&Transfer of Title to Hull Residential Parcels.Notwithstanding the transfer of the Hull Properties (City Portion)to City, Hull shall retain and reserve, and is hereby granted,the exclusive right and sole discretion and entirely at his expense and without any cost to City, to list, sell, and/or transfer title to the Hull Residential Parcels, inclusive of any lots created therein. This right and discretion includes, but is not limited to: selection of real estate brokers,agents, marketers, title and escrow agents, and other persons or entities to facilitate sale of said properties to third parties; selecting,negotiating,and finalizing the terms of listings and sales of said properties; and,the right to the entirety of the proceeds of sales of said properties. Further, and notwithstanding the transfer of the Hull Properties (City Portion) to City, Hull shall retain and reserve,and is hereby granted,the exclusive right and sole discretion to direct the City to transfer title to the Hull Residential Parcels, inclusive of any lots created therein, at any time subsequent to the Close of Escrow. 2.2.11 Cooperation & Authority. In keeping with Hull's reserved rights under this Agreement, and except as provided in this Agreement and entirely at Hull's expense and without cost to City, City shall fully and timely cooperate with Hull—and once formed the Association—in exercising the reserved rights and discretion under this Agreement, including, but not limited to: processing boundary line adjustments; permitting(as may be required under this Agreement);with respect to the work and procedures undertaken in furtherance of creating, establishing,and developing the Hull Residential Parcels; Hull's listing and sale of parcels; the transfer of title to the Hull Residential Parcels as directed by Hull;and all other matters as may be reasonably requested for purposes of carrying out the provisions and intent of Hull's reserved rights and discretion under this Agreement. Hull is hereby authorized to submit applications on behalf of the City in its capacity as owner , record title holder of the Hull-City Properties as may be required in Hull's exercise of the reserved rights and discretion provided in this Agreement. City shall at all times keep the Hull Residential Parcels free and clear of all liens and encumbrances. 281 Page Property Purchase - Sale / Exchange & Development Agreement [Type here] [Type here] COU 2122-201 2.3 ANNEXATION,ZONING &OUT-OF-AREA SERVICE AGREEMENTS. 2.3.1 Annexation. Within an administratively reasonable period of time not to exceed 75 days after Close of Escrow,the City shall adopt and submit to the Mendocino County Local Agency Formation Commission("LAFCo") a resolution of application to annex to the City the portion of the Hull Properties(as well as the lands owned by the Nogueras as described in the Easement, Road Access and Maintenance Agreement)within the City's sphere of influence("SOI"), established in 1984,which City represents includes all of the lands described herein as the Hull Residential Parcels. If required,the City will also file with LAFCo an application to amend the City's sphere of influence to include the balance of the Hull Properties and/or City Property. City shall diligently work to complete any portion of its Annexation application that is deemed by the Executive Officer of LAFCo incomplete or otherwise deficient. City shall proceed in good faith to process the Annexation application in the most expeditious manner reasonably possible. 2.3.2 Prezoning&Zoning. Upon Annexation in compliance with the City of Ukiah Ordinance No. 1217,"Uncodified Ordinance of the City Council to Prezone Certain Parcels in Association with the Western Hills Open Land Acquisition and Limited Development Agreement,"adopted on October 6,2021 ("Prezoning"),the City shall zone in the City's Single- Family Residential-Hillside Overlay District(RI-H)all lands in which the Hull Residential Parcels are situated, as more particularly described in Table I in this Agreement. Consistent with its Prezoning, upon annexation, the balance of the Hull Properties shall be included within the Public Facilities(PF)zoning district. 2.3.3 Out-Of-Area Service Agreement.Within an administratively reasonable period of time not to exceed 45 days after the Close of Escrow, the City shall adopt and submit to LAFCo a resolution of application(s)for an out-of-area service agreement("OASA")to extend its electrical utilities and effluent sewer lines and services to the Hull Residential Parcels for residential use. City shall proceed in good faith to process the OASA application(s) in the most expeditious manner reasonably possible. 2.3.4 Cooperation&Other Possible Approvals. In keeping with Hull's reserved rights under this Agreement, Hull shall fully cooperate with the City in processing its applications through LAFCo, including,but not limited to,preparing or filing with the City or LAFCo any documents reasonably requested by City to support or receive approval of an amended SOI, if required by LAFCo,the annexation or the OASA. City shall diligently pursue its applications,using its best efforts to obtain LAFCo's approval of the applications. City shall diligently pursue implementation of the change in the City's boundaries to incorporate the annexed territory and implementation of the OASA to actually provide such services in the most expedient manner reasonably practical. The parties understand and agree that the application(s) may be denied and that the time required to obtain approvals is uncertain.The parties understand and agree that approval of the annexation requires, or may require, agreements and approvals with and by other private and public individuals and entities and may be subject to public hearings and potentially litigation,including, by way of example only and not as an exclusive list,environmental review under the California Environmental Quality Act,a tax sharing 29 1 Page Property Purchase - Sale/ Exchange & Development Agreement [Type here] [Type here] COU 2122-201 agreement with Mendocino County, approval of the annexation and OASA by the LAFCo, possible review of the extension of City electrical service by PG&E and the California Public Utilities Commission,prior to annexation, approval by LAFCo of an out of area service agreement for City water, sewer or electrical service, and the approval of other permits by the County before, and the City after, annexation or the OASA. 2.3.5 Annexation, Zoning & OASA Expenses. City shall be solely responsible to pay all costs associated with the processing and completion of the Annexation(s), OASA(s), SOI amendment, and Prezoning and zoning, as provided in this Agreement. 2.4 HULL'S RIGHT TO ALTERNATIVE PERFORMANCE AND BREACH OF AGREEMENT 2.4.1 Failed Consideration Due to No Fault of Hull. Hull's rights and discretion to develop and sell up to seven (7) legal parcels for residential use within the Hull Residential Parcels as a part of a private, gated, community, as detailed above in Section 2 of this Agreement ("Residential Development Rights"), is a substantial portion of the consideration provided to Hull under this Agreement. In the event of a Withdrawal Event under Section 2.4.3, Hull will have not received a substantial portion of consideration due to him under this Agreement. In such an event, Hull shall be entitled to: (1) alternative performance by City, as provided in this Section 2.4; and, (2) recover damages suffered by Hull or his successors or assigns, if the City breaches this Agreement as provided in Section 2.4.3(b),below. 2.4.2 Alternative Performance. Hull's right to alternative performance ("Alternative Performance") by City shall include City's transfer back to Hull (to the extent not already held of record by Hull or his assignee(s)) of all right,title, and interest in and to (a) the Parcel labeled "1" on page two of Exhibit H (said page being labeled on said Exhibit H as "Exhibit `C2"') , (b) the Parcel labeled "2" on page two of Exhibit H, and (c) an additional 40 acre parcel of land adjacent to said parcels, to be established by Hull in his discretion pursuant to a boundary line adjustment, the intended approximate location of which is labeled "Additional Development Area"on page"T'of Exhibit H(collectively"Withdrawn Property"),such parcels in(a)-(c)above referred elsewhere in this Agreement as the Hull Residential Parcels. 2.4.3 Withdrawal Events, Hull's Exercise of Right to Alternative Performance & Damages for Breach of Agreement. On the occurrence of any of the following events (collectively or individually a "Withdrawal Event"), and subject to conditions stated in the following subsections,Hull shall be entitled to: exercise the right to the City's Alternative Performance; and, additionally with respect to a Withdrawal Event under Section 2.4.3 (b), damages for City's breach of this Agreement. Neither the exercise of Alternative Performance nor recovery of damages shall affect any other provisions of this Agreement or the Easement, Road Access and Maintenance Agreement: (a) Annexation. If the City complies with Section 2.3.1 and in doing so fails or is unable to procure LAFCo's approval of Annexation within one (1) year from the date the Executive Officer of LAFCo accepts the City's application as complete ("Application Acceptance" - City shall promptly provide Hull written notice of the Application Acceptance by 301 Page Property Purchase - Sale / Exchange & Development Agreement [Type here] [Type here] COU 2122-201 LAFCo), Hull may exercise the right to Alternative Performance by giving the City advance written notice on or before the date that is sixty (60) days before the one (1) year anniversary of Application Acceptance ("60 Day Notice"). If Hull fails to give a 60 Day Notice, Hull may not exercise the right to Alternative Performance prior to the second anniversary of Application Acceptance. Hull may exercise the right to Alternative Performance at the end of the second anniversary of Application Acceptance by giving the City a 60 Day Notice prior to the second anniversary. If Hull fails to give that 60 Day Notice, Hull cannot exercise the right to Alternative Performance until the end of the third anniversary of Application Acceptance, at which time the right to Alternative Performance shall be deemed automatically exercised unless Hull and the City agree otherwise in writing. Alternative Performance in this Section 2.4.3 (a) includes withdrawal of the Hull Residential Parcels from the City's Annexation application for which the parties shall cooperatively and promptly take all action necessary to accomplish. (b) ZoT nine. If the City fails to comply with Section 2.3.1, fails to zone the Hull Residential Parcels in the City's Single-Family Residential-Hillside Overlay District(R1- H) as required by this Agreement, or subsequently modifies such zoning in a way that reduces or prevents the exercise of the Residential Development Rights, the City shall be deemed to have breached this Agreement and Hull may then exercise the right to Alternative Performance by giving the City thirty (30) days advance written notice and shall also recover damages from City, as authorized under Section 2.4.1, for the breach. 2.4.4. Duties on Exercise of Right to Alternative Performance. On Hull's exercise of the right to Alternative Performance, the parties shall undertake the following actions within the stated timeframes: (a) Within three (3) business days of Hull's notice of exercise of the right to Alternative Performance the parties shall cooperate with each other to open an escrow with the Escrow Agent for the transactions required by the Alternative Performance. (b) Within ten (10) days of Hull's notice of exercise of the right to Alternative Performance, City shall execute and deliver to the Escrow Officer grant deeds conveying to Hull all right, title, and interest in and to any then-existing legal parcels comprising the Withdrawn Property free and clear of all liens. To the extent any portion of the land referred to in Section 2.4.2 (c) has not been established as a legal parcel(s), City shall, within fourteen(14) days of recordation of the instrument by which a legal parcel(s)comprising all such land is created, execute and deliver to the Escrow Officer a Grant Deed conveying to Hull all right, title, and interest in and to said parcel(s). (c) To the extent any portion of the land referred to in Section 2.4.2 (c) has not been established as a legal parcel,within twenty one (2 1) days of Hull's notice of exercise of the right to Alternative Performance, Hull shall prepare and deliver to City tentative maps and legal descriptions sufficient to boundary line adjust parcels within the Hull-City Properties to establish a legal parcel(s) comprising all such land. In this event, the parties shall work cooperatively to process and perfect any such boundary line adjustment(s) in the most efficient and timely manner reasonably possible. (d) The parties shall timely perform all other acts reasonably required 311 Page Property Purchase - Sale / Exchange & Development Agreement [Type here] [Type here] COU 2122-201 to carry out the intent and provisions of this Section 2.4, including as may be requested by the Escrow Agent, and shall equally pay all fees, costs, and expenses of the escrow and Escrow Agent, including associated title costs. (e) The parties shall cause escrow to close within twenty one (21) days of the escrow opening or, if applicable, ten (10) days after recordation of the instrument by which a legal parcel(s) comprising all land referred to in Section 2.4.2 (c) is established. On the close of this escrow, Escrow Agent shall record all instruments in a manner to carry out the intent of the parties as expressed in this Section 2.4 and cause conformed and recorded copies of the same to be delivered to both Hull and City. 2.4.5 Balance of Agreement Unaffected. In the event of a Withdrawal Event, and except as provided in this Section 2.4, no additional consideration shall be paid or exchanged by the parties and the balance of the Agreement shall remain unaffected—by way of example only: the provisions of Section 1 not modified by this Section 2.4 shall remain in full force and effect; the City and Hull shall continue to retain all easements reserved or granted under this Agreement and those conveyed pursuant to the Easement, Road Access and Maintenance Agreement; and, Hull's retained and reserved rights and discretion to nine(9)of the ten(10) legal parcels situated within the Hull-City Properties and Hull's BLA Rights shall remain in full force and effect. 3. MISCELLANEOUS 3.1 Notices. All notices and any other communications permitted or required under this Agreement must be in writing and will be effective (a) immediately upon delivery in person or by facsimile, or upon delivery to the recipient if attached to an email communication; (b) on the date of delivery, as evidenced by the records of the courier, if deposited with a nationally- recognized commercial courier for overnight delivery, provided delivery is made during regular business hours or receipt is acknowledged by a person reasonably believed by the delivering party to be employed by the recipient; or(c) on the date indicated on the return receipt, if deposited with the United States Postal Service, certified mail, return receipt requested, postage prepaid. Any notice to be given by any party hereto may be given by the counsel for such party. All notices must be properly addressed and delivered to the parties at the addresses set forth below, or at such other addresses as either party may subsequently designate by written notice given in the manner provided in this section. A copy of all notices and other communications shall be delivered by email: Hull: David J. Hull P.O. Box 837 Ukiah,CA 95482 Email:davehullins(kyahoo.com City: City of Ukiah Attention: Sage Sangiacomo,City Manager Ukiah Civic Center 300 Seminary Ave Ukiah, CA. 95482 32 Page Property Purchase - Sale / Exchange & Development Agreement [Type here] [Type here] COU 2122-201 Fax: 707-463-6204 Email:ssangiacomo@cityofukiah.com 3.2 Headings. The headings used herein are for purposes of convenience only and shall not be used in construing the provisions hereof. 3.3 Further Assurances. The parties hereby agree to execute such other documents and perform such other acts as may be reasonably necessary or desirable to carry out the purposes of this Agreement, whether before or after the Closing Date. 3.4 Entire Agreement. This Agreement represents the final, entire and complete agreement between the parties with respect to the subject matter hereof and supersedes all other prior or contemporaneous agreements,communications or representations,whether oral or written, express or implied. The parties acknowledge and agree that they shall not and are not relying on any representation, promise, inducement or other statement, whether oral or written and by whomever made, that is not contained expressly in this Agreement. This Agreement may only be modified by a written instrument signed by representatives authorized to bind both parties. Oral modifications are unenforceable. 3.5 Exhibits. Exhibits attached to this Agreement are incorporated into it by reference. 3.6 Partial Invalidity. If any term, covenant or condition of this Agreement or its application to any person or circumstances shall be held to be illegal, invalid or unenforceable, the remainder of this Agreement or the application of such term or provisions to other persons or circumstances shall not be affected, and each term hereof shall be legal, valid and enforceable to the fullest extent permitted by law, unless an essential purpose, or substantial portion of the consideration, of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision. In the event of such partial invalidity, the parties shall seek in good faith to agree on replacing any such legally invalid provisions with valid provisions which, in effect, will, from an economic viewpoint, most nearly and fairly approach the effect of the invalid provision and the intent of the parties in entering into this Agreement. 3.7 No Waiver. No consent or waiver by either party to or of any breach or non- performance of any representation, condition, covenant or warranty shall be enforceable unless in a writing signed by the party entitled to enforce performance, and such signed consent or waiver shall not be construed as a consent to or waiver of any other breach or non-performance of the same or any other representation, condition, covenant, or warranty. Nothing herein shall be construed to alter any statute of limitations. 3.8 Time of the Essence. Time is of the essence of this Agreement and each and every provision hereof. 3.9 Governing Law. This Agreement is entered into and shall be governed by, and construed and enforced in accordance with, the laws of the State of California (without giving effect to its choice of law principles). The parties agree to the jurisdiction of the California state courts and to venue in the state courts in Mendocino County. 33 1 Page Property Purchase - Sale/ Exchange & Development Agreement [Type here] [Type here] COU 2122-201 3.10 Interpretation. All parties have been represented by counsel in the preparation and negotiation of this Agreement,and this Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. Unless the context clearly requires otherwise, (i)the plural and singular numbers shall each be deemed to include the other; (ii) the masculine, feminine, and neuter genders shall each be deemed to include the others; (iii) "shall," "will," or"agrees" are mandatory, and "may" is permissive; (iv) "or" is not exclusive; (v) "includes" and "including" are not limiting; and (vi) "days" means calendar days unless specifically provided otherwise. 3.11 Third Party Beneficiaries. This Agreement has been made solely for the benefit of the parties hereto, the Association, and their respective successors and permitted assigns, and nothing in this Agreement is intended to,or shall,confer upon any other person any benefits,rights or remedies under or by reason of this Agreement. 3.12 Compliance with Laws. Each party shall comply with all applicable laws, rules, regulations, orders, consents and permits in the performance of all of their obligations under this Agreement. 3.13 Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument and is intended to be binding when all parties have delivered their signatures to the other parties. Signatures may be delivered by electronic or facsimile transmission. All counterparts shall be deemed an original of this Agreement. 3.14 Authori . The individuals executing this Agreement on behalf of Hull and City individually represent and warrant that he or she has been authorized to do so and has the power to bind the party for whom they are signing. 3.15 Binding Effect,Assignment. This Agreement shall be binding upon,and shall inure to the benefit of, the heirs, successors and permitted assigns of the parties hereto. The City shall cooperate with Hull in any exchange by Hull under 26 U.S.C. §1031. Nothing in this provision shall preclude Hull from assigning this Agreement, or rights associated with it, as contemplated by Section 2 of this Agreement, including but not limited to the Association,and the future owners of, the Hull Residential Parcels. As to any of Hull's successors or assigns of his reserved, retained, or granted rights under Section 2 of this Agreement, upon said successor or assign assuming all of Hull's duties and obligations associated with such assignment or succession, Hull shall be released from such duties and obligations placed on Hull in said section. City shall not assign this Agreement without Hull's prior written approval, such approval not be unreasonably withheld or delayed, except that the City may assign its rights and obligations under this Agreement to a Public Agency or an organization or entity that is a qualified organization at the time of transfer under Section 170(h) of the Internal Revenue Code of 1986 and applicable regulations. No such assignment shall release City from liability for the performance of any of its obligations under this Agreement which cannot lawfully be performed by the assignee. IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year written below. 341Page Property Purchase - Sale/ Exchange & Development Agreement [Type here) [Type here] COU 2122-201 03/25/2022 Dated: March ,2022 HULL David J. Hull Individually, as Trustee of the David J. Hull Living Trust,and as managing member of D&J Investments, LLC Dated: March ,2022 CITY Or UKIAH By: Sage Sangiacomo City Manager ATTEST By, Kristine Lawler, City Clerk 351 Page Property Purchase -Sale/ Exchange & Development Agreement Doe ID: 4a66ca8e0e8f73588f083159ca29cOb2b46b75e0 [Type here] [Type here] COU 2122-201 Dated: March—, 2022 HULL By; David J. Hull Individually, as Trustee of the David J. Hull Living Trust, and as managing member of D&J Investments, LLC Dated: March, 2022 CITY OF UKIAH Y By+. ag an eo o City Manage ATTEST Sy: 35 N Page Property Purchase - Sale / Exchange & Development Agreement EXHIBIT A - J ~�1 C� Qpi R11 CQ -----------i a a k l. ~ O c w -----------� x v z a,BF� I � e i W I M M tt a 01 -----------1- I 1 1 1 I I Nw I RSnnn�vw r----------- � a�a�g � 1 I I 1 b� c°i:pc3V N �o EF�j.VC E tj Q 4J Op N � W N -0QN �cx N � I o aOMjO O�j � Q EXHIBIT A-1 w =HNIM right onto South State Stw A;PN:001 04�p..9 4- 'r t onto Helen Drive ,jt.4nAtP ,+ left onto Washington Ave '." • i! left onto Re"ood Ave "righ YP � yrt. 0 lM�. • .e APN:00104082 35.6A+- +' 11.. •.a APN:00104Q65 7A+;_ ununurp�' 9unnnnnl/•unnm It:n;lun fwwunulnu�• -.� J-�-` -14 +/,j4�4�111111111 it IIIIIIIL J`�y r = _ APN:00104083 r- �.......... ........ 77.6 A+/- = .,•1`= 3,r •y r ........................... ;�.• t -...r......ann� ' rep }} APN:15705001 40.34A+l- i _ t' D� � ` ' _ *• �- N:157030 2 APN:15705002 " . ' 1�;�-a"' r APN:00319601.• - - 20 A+/- fir.. JJ 40.51 A+1- APN:15705009 -+ 33.7 A+- ; APN:16707002 40 A+/- .'r AP.r 15707 01 `aS7.8 A+/- ............................i . .... _ APN:15705010 - t 80A .•.. , annnli8 .. .ry - . L APN:15703003 'F{PN:15705004 >. w ,„� GOA+- =19.71 A+,- 'L R.� APN:75705003 _ - 1.60.5 A+1- .! A 37 4 A / 4 41 8 A ! 3 wll 570700 03+900 PN:1 APN:O i.......................... ............................... '`"'�: `! .........................h.......................... 771 Slluuu.l PN.15706002 .YI ys Y 18.66 A+'- ki '1 I APN"15706003 Acquisition of Ukiah Valley Wildlands for Conservation,Fire Safety and Watershed Protection �� r ��. �.. .�•- ,. �.s �°-mot - - - EXHIBIT B EXHIBIT B (Hull, D&J Investments) All that certain property situated in the County of Mendocino, State of California, more particularly described as follows: All those properties located within Sections 19 and 30, Township 15 North, Range 12 West, and within Sections 25 and 26, Township 15 North, Range 13 West, Mount Diablo Meridian, described in the following nine instruments: 1. Instrument No. 2021-10029, Mendocino County Records, D&J Investments, LLC 2. Instrument No. 2021-15566, Mendocino County Records, D&J Investments, LLC 3. Instrument No. 2021-15567, Mendocino County Records, D&J Investments, LLC 4. Instrument No. 2020-08216, Mendocino County Records, Hull 5. Instrument No. 2021-10034, Mendocino County Records, D&J Investments, LLC 6. Instrument No. 2021-10033, Mendocino County Records, D&J Investments, LLC 7. Instrument No. 2021-10032, Mendocino County Records, D&J Investments, LLC 8. Instrument No. 2021-10031, Mendocino County Records, D&J Investments, LLC 9. Instrument No. 2020-18046, Mendocino County Records, Hull, EXCEPTING THEREFROM all that portion land described in Instrument No. 2020-18046 that was granted from Hull to the City of Ukiah by way of Instrument No. 2020-18047. EXHIBIT B EXHIBIT C Easement and Road Access Agreement Exhibit 3 After recording mail to. City of Ukiah , a general law municipal corporation CONFORMED COPY 300 Seminary Ave. Co pyy of Document Recorded on 03 / 03 / 2021 09 : 23 : 58 AM Ukiah , . CA 95482 as 2021 - 03351 Mendocino County Clerk -Recorder Order No. : 20203118DN SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED DOCUMENT TITLE This document is being re-recorded to Correct the spelling of the Grantor's name ; Grant Deed originally recorded December 31 , 2020 as Document number: 2020A 8047 , Mendocino County Records , SEPARATE PAGE - PURSUANT TO GOVERNMENT CODE 27361 . 6 RECORDING REQUESTED BY: 2020 - 18047 Redwood Empire Title Company of Mendocino REDWOOD EMPIREaTIT2Eest of ; County 12 /31 / 2020 09 : 37 AM Fee * $0 Pgs ; 1 of 5 OFFICIAL RECORDS Katrina Bartolomie - Clerk -Recorder Mendocino County , CA Mail Tax Statements and When Recorded Mail Document To : Cityof Ukiah , a general law municipal corporation k 9 p P 300 Seminary Avenue Ukiah , CA 95482 Escrow No . : 20203118DN SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED The undersigned grantor(s) declare(s) Documentary Transfer Tax stamps in the sum of -0- NO RECORDING FEE PURSUANT TO RTC -11922 g20 .0� � ❑ computed on full value of property conveyed , or p� 10 ❑ computed on full value less value of liens or encumbrances remaining at time of sale , x❑ Unincorporated area : of , ` Ilp Exotri t FOR A VALUABLE CONSIDERATION , receipt of which is hereby acknowledged , David WWI Hull , a married man , as his sole and separate property hereby GRANT(S) to City of Ukiah , a general law municipal corporation the following described real property : SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF , Dated : December 15 , 2020 V4 aid ' A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached , and not the truthfulness, accuracy, or validity of that document. State of California County of On before me , Nota Publ' c, personally appeared � _ --- -�1 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 . -�- JDEBRANIESEN Notary Public - California Signature �,-2�� ���oc� (Seal ) Mendocino County n / ' Commission r 2214130 � jll A /V/cr/�f� My Comm, Expires Oct1212021 T Escrow No . . 20203118DN Title Order No . : EXHIBIT A THE LAND REFERRED TO HEREIN BELOW IS DESCRIBED AS FOLLOWS : Lots 3 , 61 7 and 8 and the west half of Lots 4 and 5, all in Section 25 , Township 15 North , Range 13 West, M . D . M . Excepting therefrom all the coal and other minerals reserved by the United States in the Patents recorded March 15 , 1945 in Book 182 of Official Records , Page 212, and recorded April 10 , 1949 in Book 258 of Official Records , Page 273 , Mendocino County Records . A.P . N . : 157-050M0 051 157-060-03-05 Pursuant to Certificate of Compliance recorded December 22 , 2020 as 2020- 17564 of Official Records . Exhibit A (Legal Description) Page 1 of 1 20203118DN EXHIBIT D Escrow No.: 20220035RB Title Order No.: EXHIBIT D Legal Description THE LAND REFERRED TO HEREIN BELOW IS DESCRIBED AS FOLLOWS: TRACT ONE: Parcel 1, as numbered and designated upon the Parcel Map of Minor Subdivision No. 84-6 filed for record July 26, 1984 in Map Case 2, Drawer 42, Page 2, Mendocino County Records. APN: 003-181-01 TRACT TWO: A 5 foot wide public utility easement, as reserved in the Grant Deed executed by City of Ukiah recorded July 16, 1985 in Book 1514, Page 244 of Official Records. Exhibit D (Legal Description) Page 1 of 1 20220035RB Escrow No.: 20220036RB Title Order No.: EXHIBIT E Legal Description THE LAND REFERRED TO HEREIN BELOW IS DESCRIBED AS FOLLOWS: Commencing at the Northwest corner of those lands described in deed from Amos Mahurin, et ux to Frank Robinson, et ux, dated November 1, 1930, recorded in Book 56 of Official Records, Page 362 et. seq., Mendocino County Records; thence North 82°25'06" East (Easterly per aforesaid deed), 45.00 feet along the South line of the County road leading from Ukiah to Talmage by way of Twin Oaks to the Point of Beginning; thence continuing North 82°25'06" East, 153.05 feet along the said South line of the County road leading from Ukiah to Talmage to the Northwest corner of Parcel 2 as designated upon the Parcel Map of Minor Subdivision No. 84-6 filed for record July 26, 1984 in Map Case 2, Drawer 42, Page 2, Mendocino County Records; thence along the Northerly line of said Parcel 2 North 82°25'06" East, 47.66 feet; thence continuing along the Northerly and Easterly line of said Parcel 2 through a tangent curve to the right with a radius of 15.00 feet through a central angle of 94'11'05" a distance of 24.66 feet; thence along the Easterly line of said Parcel 2 South 3°23'49" East, 15.76 feet; thence continuing along the Easterly line of said Parcel 2 through a tangent curve to the left with a radius of 3,044.00 feet through a central angle of 2°36'15" a distance of 138.36 feet; thence leaving said Easterly line of said Parcel 2 South 82°25'06"West, 249.76 feet more or less to the West line of the lands described in the aforesaid deed; thence along said West line North 08°31'40"West, 80.00 feet; thence leaving said West line North 82°25'06" East, 45.00 feet; thence North 08°31'40"West, 90.00 feet to the Point of Beginning. Basis of Bearings: Found monuments as shown on Record of Survey, Map Case 2, Drawer 23, Page 31, Mendocino County Records, being North 08o3l'40" West. APN: 003-582-38 Pursuant to City of Ukiah Boundary Line Adjustment No. BLA 09-07 by Quitclaim Deed recorded October 25, 2010 as 2010-15014 of Official Records. EXHIBIT E(Legal Description) Page 1 of 1 20220036RB EXHIBIT F Escrow No.: 2022027ORB Title Order No.: EXHIBIT F Legal Description THE LAND REFERRED TO HEREIN BELOW IS DESCRIBED AS FOLLOWS: Tract One: Lying within Section 30, T15N, R12W, M.D.B.&M. and Lot 77 of the Yokayo Rancho and being more particularly described as follows: Beginning at a 1/2" iron pipe plugged L.S. 3089 and being the Northwesterly corner of Lot 2 of said Section 30 as shown per Case 2, Drawer 16, Page 30 M.C.R.; thence S 0°10'50" E 1325.72 feet to a '/2" iron pipe plugged L.S. 3089 being the Southwesterly corner of said Lot 2; thence N 87°51'37" E 504.77 feet to a 1/2" iron pipe plugged L.S. 3089 being the Southeasterly corner of said Lot 2; thence along the Easterly line of said Lot N 0°13'08"W 733.49; thence N88° 12' 00" E 255.00 feet; thence N 41° 14' 41"W 388.33 feet; thence N 73' 11" 09"W 401.86 feet; North 160 feet to the Northerly line of said Lot 2; thence along said line S 88' 37' 58"W 120 feet to the point of beginning . APN: 003-190-08 & 003-500-19 Tract Two: Together with a non-exclusive easement for ingress, egress and public utilities being a width of 30 feet and lying equally left and right of the following described centerline. Beginning at a point on the centerline at the Westerly end of San Jacinta Dr. as shown per Case 2, Drawer 13, Page 26 M.C.R.; thence S 86' 04' W 118.00 feet to a tangent curve concave to the South; thence thru said curve with central angle of 39' 56'00"a radius of 50.00 feet, a distance of 34.85 feet; thence S 46°08' W 70.00 feet to a tangent curve concave to the East; thence thru said curve with a central angle of 76' 08' a radius of 50.00 feet, a distance of 66.44 feet; thence S 30°00' E 40.00 feet to a tangent curve concave to the Northwest, thence thru said curve with a central angle of 148' 20' a radius of 40.00 feet, a distance of 103.56 feet; thence N 61° 40' W 65.00 to a tangent curve concave to the Northeast, thence thru said curve with a central angle of 44' 40' a radius of 50.00 feet, a distance of 38.98 feet; thence N 17' 00"W 50.00 feet to a tangent curve concave to the southeast; thence thru said curve with a central angle of 198' 00' a radius of 75.00 feet, a distance of 259.18 feet; thence S 35' 00' E 32.81 feet to the terminus of the above described line. EXHIBIT F (Legal Description) Page 1 of 1 20220270RB EXHIBIT G EXHIBIT G FINAL CONDITIONS OF APPROVAL FOR THE UKIAH WESTERN HILLS OPEN LAND ACQUISITION & LIMITED DEVELOPMENT AGREEMENT PROJECT, INITIAL STUDY AND MITIGATED NEGATIVE DECLARATION, AND ORDINANCE FOR PREZONING FILE NO.: 20-5915. The following Conditions of Approval shall be made a permanent part of the Lot Line Adjustments, Development Agreement, site improvements, prezoning and annexation associated with the Ukiah Western Hills Open Land Acquisition & Limited Development Agreement Project, shall remain in force regardless of property ownership, and shall be implemented in order for this entitlement to remain valid. Project Summary. The Ukiah Western Hills Open Land Acquisition & Limited Development Project includes the following components: 1)Acquisition and annexation of approximately 707 acres into the City of Ukiah limits; 2) Prezoning the parcels to PF and R1-H (and associated Zoning Map and General Plan Map Amendments upon approval of the annexation application); 3) Sequential Lot Line Adjustments to reconfigure the existing parcels into seven lots ("Development Parcels") for future potential development; 4) Development Agreement between Hull Properties and the City allowing up to one single-family home and one accessory dwelling unit on each Development Parcel (14 units total); and 5) site improvements including extension of utilities, road improvements, and construction of the water tanks. The Project includes several parcels located within unincorporated Mendocino County within the Ukiah Western Hills referred to as the "Hull Properties" (APNs 001-040-83, 157-070-01, 157-070- 02, 003-190-01, 157-050-09, 157-060-02, 157-050-02, 157-050-04, 157-050-01, 157-030-02, 157-030-03, 157-050-11 & 157-050-12); "Noguera Properties" (APNs 003-190-09 &003-110-90); and the City-owned "Donation Parcel" (APNs 157-050-03,157-060-003). The following Conditions of Approval apply to the Project. City of Ukiah Special Conditions 1. Approval of the Project is contingent upon City Council approval of the Development Agreement, which includes an easement, road access and maintenance agreement. 2. In accordance with LAFCo-adopted procedures, and as required under the Development Agreement, the City will submit its annexation application to the Mendocino County Local Agency Formation (LAFCo), after it acquires title to the Annexation Parcels, and upon City Council approval of the Proposed Project. 3. An application for annexation and prezoning shall be approved by the Mendocino County Local Agency Formation Commission (LAFCo) prior to the prezoning becoming effective. Prezoning will also require a General Plan Map Amendment and Zoning Map Amendment, upon approval of the annexation application. 4. Upon approval of the annexation application, a copy of the final Lot Line Adjustment shall be provided to the City Engineer for final review before recordation. The final map shall conform to the Subdivision Map Act and Division 9, Chapter 1 of the Ukiah Municipal Code, as applicable. A copy of the recorded Lot Line Adjustment shall be submitted to the Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 1 Community Development Department prior to submittal of a Use Permit for single family housing within the Development Parcels located within the City's jurisdiction. 5. In accordance with the terms described in the Development Agreement, Hull shall have the option to withdraw the Hull Development Parcels from the City's annexation application, if LAFCo has failed to approve the annexation within one (1) year from the date the Executive Officer of LAFCo accepts the application as complete. 6. The Initial Study and Mitigated Negative Declaration prepared for the Project (SCH No. 2021040428) found that construction and ground disturbing activities associated with the Development Agreement, future residential development, and site improvements could result in direct significant impacts to Air Quality, Biological Resources, Cultural/Tribal Cultural Resources, Geology and Soils, Hazards and Hazardous Materials, Hydrology and Water Quality, Noise, Utilities and Service Systems, and Wildfire. However, the mitigation measures identified within the Mitigation Monitoring and Reporting Program (Attachment A) shall be implemented as described to reduce potential environmental impacts. These mitigation measures shall apply to all future ground disturbing activities and development (including residential development), as described further in the Mitigation Monitoring Reporting Program. 7. Future residential development of the Development Parcels shall be in accordance with the Hillside Overlay Zoning District regulations contained within UCC Sections 9135-9139. All future development shall require discretionary review and may require additional environmental review. Additional project-specific Conditions of Approval may be required upon review by City departments and applicable agencies. 8. In accordance with the terms described in the Development Agreement, Hull shall retain the right to develop Development Parcels 1-3 prior to annexation. Single-family homes on Development Parcels 1-3 shall be constructed to R1-H standards by including them in the Declaration of Covenants, Conditions, and Restrictions (CC&Rs). In addition, the mitigation measures contained within the ISMND for residential development shall also be included in the CC&Rs and implemented for Development Parcels 1-3 if developed prior to annexation. 9. If development of Development Parcels 1-3 occurs after annexation, development shall comply with all R1-H development standards and be subject to discretionary review, in accordance with the City's Hillside Overlay District. 10. The Developer shall obtain regulatory permits, including but not limited to a 401 Water Quality Certification, California Department of Fish and Wildlife Lake and Streambed Alteration Agreement, etc., if work is proposed to the existing culverts, or in and around any watercourses in the future, in accordance with existing regulatory requirements. 11. The water tanks shall be painted green or a similar color to blend into the landscape. 12. An address assignment application shall be submitted to assign addresses to the proposed Development Parcels at the time of development. City of Ukiah Standard Conditions 13. City Council approval is not effective until the 10-day appeal period applicable to the project has expired without the filing of a timely appeal. If a timely appeal is filed, the project is subject to the outcome of the appeal and shall be revised as necessary to comply Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 2 with any modifications, conditions, or requirements that were imposed as part of the appeal. 14. All use, construction and the location thereof, or occupancy, shall conform to the application and to any supporting documents submitted therewith, including any maps, sketches, or plot plans accompanying the application or submitted by applicant in support thereof. 15. Any construction shall comply with the "Standard Specifications" for such type of construction now existing or which may hereafter be promulgated by the Engineering Department of the City of Ukiah; except where higher standards are imposed by law, rule, or regulation or by action of the Planning Commission such standards shall be met. 16. The Applicant shall submit verification of all applicable permits or approvals in compliance with all local, state and federal laws to the Community Development Department prior to issuance of building permits. Department of Public Works 17. Future residential development and site improvements (including road and access improvements) shall be reviewed by the Department of Public Works to identify site- specific requirements. 18. Construction projects that would disturb more than one acre of land, would be subject to the requirements of General Construction Activity Stormwater Permit (Construction General Permit Order 2009-0009-DWQ, also known as the CGP), which requires operators of such construction sites to implement stormwater controls and develop a Stormwater Pollution Prevention Plan (SWPPP) identifying specific BMPs to be implemented to reduce the amount of sediment and other pollutants associated with construction sites from being discharged in stormwater runoff. 19. Applicable City water and sewer connection fees shall be paid at the time of building permit issuance. 20. All work within the public right-of-way shall be performed by a licensed and properly insured contractor. The contractor shall obtain an encroachment permit for work within this area or otherwise affecting this area. Encroachment permit fee shall be $45 plus 3% of estimated construction costs. Electric Utility Department 21. A 10-ft. utility easement for any underground distribution extended into the parcel beyond the existing PUE shall be required. Prior to recordation of the Lot Line Adjustment easements must be surveyed and deeded or defined on the map. Alterations to the 10-ft. utility easement shall be submitted to the COUEUD for approval. 22. Upon individual parcel development, additional easements may be required to provide electric service. 23. Future site improvements shall be submitted to the Electric Utility Department for review and comment. Construction requirements and associated developer costs will be determined to provide electric service. 24. Developer shall incur all costs of project, to include labor, materials, and equipment. Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 3 Building Division 25. Submit plans and building permit application. Please submit four complete plan sets, two wet stamped and signed. All Conditions of Approval shall be printed on the first page of the Building Plans. 26. The design and construction of all site alterations shall comply with the current California Building Code, Plumbing Code, Electrical Code, California Mechanical Code, California Fire Code, California Energy Code, Title 24 California Energy Efficiency Standards, California Green Building Standards Code and City of Ukiah Ordinances and Amendments. Ukiah Valley Fire Authority 27. All access improvements, roadways and residential development shall be reviewed by the Fire Marshall and adhere to all current local, state and federal fire regulations relating to access and safety, including but not limited to: California Building Code, Chapter 7A(Materials and Construction Methods for Exterior Wildfire Exposure, including Wildland Urban Interface regulations); California Residential Code, Section R337 (Materials and Construction Methods for Exterior Wildlife Exposure); California Referenced Standards Code, Chapter 12-7A (Fire Resistive Standards); California Code of Regulations, Title 14, Division 1.5, Chapter 7, Subchapter 3 (Fire Hazard Reduction Around Buildings and Structures); and California Government Code, Section 51182 (Very High Fire Hazard Severity Zones). In addition, Public Resources Code Sections 4290 and 4291 contain additional requirements for lands within Very High Fire Severity Zones. These include the following in order to provide defensible space and fire protection for new construction and ensure adequate emergency access: increased property line setbacks for all applicable construction; on-site water storage for fire protection, driveway/roadway types and specifications based on designated usage; all weather driveway/roadway surfaces being engineered for 75,0001b vehicles; maximum slope of 16%; turnout requirements; gate requirements and setbacks, parking standards, fuels reduction regulations, etc. Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 4 ATTACHMENT A UKIAH WESTERN HILLS OPEN LAND & LIMITED DEVELOPMENT AGREEMENT PROJECT MITIGATION MONITORING REPORTING PROGRAM Monitoring & Potential Impact Mitigation Measure Implementation Reporting Timing Date Responsibility Implemented Responsibility AQ-1: Diesel Engines—Stationary and Portable Equipment and Mobile Vehicles: 1. Any stationary onsite diesel IC engines 50 horsepower or greater(i.e. large power generators or pumps)or any propane or natural gas engines 250 horsepower or greater may require a permit from the District. 2. Portable diesel powered equipment that may be During used during the proposed project are required to construction be registered with the state Portable Equipment Developer Developer and ground Construction and Registration Program (PERP) or obtain permits ground disturbing from the District. disturbing activities could 3. Projects located adjacent to sensitive receptors activities result in short- (schools, child care facilities, health care facilities, term impacts to senior facilities, businesses, and residences, etc.) air quality. during the construction phase of this project have the potential for exposure to diesel particulate. 4. Heavy duty truck idling and off-road diesel equipment or other diesel engine idling is limited to less than 5 minutes. AQ-2: Grading Projects-During Construction-All During grading activities must comply with the following construction fugitive dust mitigation measures in accordance with Developer Developer and ground District Regulation 1, Rule 1-430: disturbing 1. All visibly dry disturbed soil road surfaces shall be activities watered to minimize fugitive dust emissions. Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 5 2. All unpaved surfaces, unless otherwise treated with suitable chemicals or oils, shall have a posted speed limit of 10 mph. 3. Earth or other material that has been transported by trucking or earth moving equipment, erosion by water, or other means onto paved streets shall be promptly removed. 4. Asphalt, oil, water, or suitable chemicals shall be applied on materials stockpiles, and other surfaces that can give rise airborne dusts. 5. All earthmoving activities shall cease when sustained winds exceed 15 mph. 6. The operator shall take reasonable precautions to prevent the entry of unauthorized vehicles onto the site during non-work hours. 7. The operator shall keep a daily log of activities to control fugitive dust. 8. For projects greater than one acre or one mile of road not located within a Naturally Occurring Asbestos Area, prior to starting any construction the applicant is required to: 1. Submit a Large Area Grading permit application to the District. 2. Obtain a final determination from the Air Quality Management District as to the need for an Asbestos Dust Mitigation Plan and/or Geologic Survey to comply with CCR sections 93106 and 93105 relating to Naturally Occurring Asbestos. 3. Obtain written verification from the District stating that the project is in compliance with State and Local regulations relating to Naturally Occurring Asbestos. 4. If the project is located within a Naturally Occurring Asbestos Area, additional mitigations shall be required. Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 6 AQ-3: Property Development-Prior to starting any construction, the applicant is required to: a. Obtain a Property Development Permit from the District for any open outdoor burning. b. Obtain a Grading Permit, if applicable. c. Confirm whether the project is in a Naturally Occurring Asbestos Area, and follow additional MCAQMD recommendations, if applicable. Prior to d. Consider alternate means of disposal other than Developer Developer construction open burning, such as cutting the majority of the larger material up as firewood, and chipping smaller material, if feasible to mitigate impacts from open outdoor burning. e. Obtain written verification from the MCAQMD stating that the project is in compliance with State and Local regulations. Biological Resources Construction and ground BIO-1: Sensitive Trees. If trees are proposed for disturbing removal, preconstruction surveys shall be conducted activities could by a qualified biologist to identify Oregon white oak Prior to result in impacts forest and woodland, as well as California bay forest Qualified ground to sensitive and woodland habitat; removal of sensitive habitat Biologist Developer disturbing plant species shall be conducted in accordance with California activities and sensitive Department of Fish and Wildlife (CDFW) regulations. woodland tree habiat Construction and BIO-2: Sensitive Amphibian Species. A qualified ground disturbing biologist shall survey the area prior to any activities could Prior to groundbreaking activities to determine the presence of impact Red-belly Qualified ground Red-belly newt, or other sensitive amphibian species, Developer newt, and other Biologist disturbing special status and identify additional avoidance measures, if needed. activities amphibians and A qualified biologist shall be on-site for any dewatering their habitat event to address the potential for the presence of Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 7 sensitive amphibian species such as foothill yellow- legged frog (Rana boylii). Construction, 131O-3: Nesting Birds. Pre-construction surveys shall Prior to vegetation be conducted prior to any vegetation removal or vegetation removal, and removal or ground disturbing activities occurring between March ground disturbing ground activities could 1 and August 31 of any year.All active bird nests shall Qualified Developer disturbing not be removed, relocated, or otherwise disturbed for Biologist impact nesting any purpose until all fledglings have left the nest. activities birds and their between habitat March 1 and August 31 Construction and 131O-4: Special-Status Insects. A qualified biologist ground disturbing shall survey the area prior to any groundbreaking activities could activities to determine the presence of special-status Prior to insect species and identify additional avoidance Qualified ground impact special- Developer status insects and measures if needed. If aspecial-status insect nests Biologist disturbing their habitat are observed, active nests shall not be removed, activities relocated, or otherwise disturbed until the nest becomes inactive. 131O-5: Special-Status Mammals. Pre-construction surveys shall be conducted prior to any vegetation Construction and removal or ground disturbing activities. If evidence of ground disturbing bat roosts is observed (i.e. bat guano, ammonia odor, activities could grease stained cavities) around trees or structures, Prior to impact special- pre-construction bat surveys shall be conducted by a Qualified Developer ground status mammals qualified biologist for activities that may affect bat Biologist disturbing and their habitat roosting habitat and den sites. activities Cultural Resources and Tribal Cultural Resources Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 8 CULA: Unanticipated Discovery. If previously unidentified cultural, historic, palentologic or archeologic resources are encountered during project Ground disturbing implementation, altering the materials and their activities have the stratigraphic context shall be avoided and work shall potential for halt immediately. A qualified professional accidental archaeologist shall be contacted to evaluate the During resource and methods necessary to protect it. Project discovery of Qualified ground personnel shall not collect, move, or disturb cultural Developer unknown, archaeologist disturbing undiscovered resources. Prehistoric resources include, but are not activities cultural resources limited to, chert or obsidian flakes, projectile points, and tribal cultural mortars, pestles, and dark friable soil containing shell and bone dietary debris, heat-affected rock, or human resources burials. Historic resources include stone or abode foundations or walls; structures and remains with square nails; and refuse deposits or bottle dumps, often located in old wells or privies. CUL-2: Encountering Native American Remains. If human remains are encountered during ground disturbing activities, all work shall stop in the immediate vicinity of the discovered remains and the Ground disturbing County Coroner and a qualified archaeologist shall be activities have the notified immediately so that an evaluation can be potential for performed. If the remains are deemed to be Native During accidental American and prehistoric, the Native American Qualified ground discovery of Heritage Commission must be contacted by the archaeologist Developer disturbing unknown Native Coroner so that a "Most Likely Descendant" can be activities American designated and further recommendations regarding remains treatment of the remains will be provided. Geology and Soils Ground disturbing During activities could Incorporation of Mitigation Measure CULA Qualified Develop er ground result in impacts archaeologist disturbing associated with activities Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 9 erosion, the loss GEO-1: The Project shall comply with the erosion and of topsoil and design standards outlined in Chapter 7 of the Ukiah Prior to any landslides if not City Code. Prior to any ground disturbance, erosion ground properly designed and sediment control plans shall be submitted to the disturbance Public Works and Community Development and Departments for review and approval. Said plans shall throughout protect against soil erosion and runoff through the Developer Developer construction implementation of appropriate Best Management activities; Practices (BMPs). Typical BMPs include the ongoing as placement of straw, mulch, seeding, straw wattles, silt needed to fencing, etc. No silt, sediment or other materials shall control be allowed to flow from the project area. erosion Hazards and Hazardous Materials Project HAZ-1: The developer shall establish and implement construction construction site management practices that will could result in a prevent toxic materials and other debris from entering hazard to the the City's storm drainage and waterway systems, public or the including: environment if the incidental use of a) There shall be no storage of hazardous materials petroleum at the Project Site; During hydrocarbons Developer Developer (fuel, oil) in tools b) The developer shall provide adequate materials construction used during management, including covering, securing, and construction were segregating potentially toxic materials (grease, to lead oils, fuel, solvents, etc.); and accidental leaks c) The developer shall maintain supplies on-hand to a a spills al le contain spills of oil and any other hazardous or around the work materials used on-site. area Construction of HAZ-2: Should portable gasoline-powered equipment the Project may be used on site, the following firesafe precautions involve the use of shall be taken: Develo er Developer During gasoline-powered a) Spark arresters are required on all portable p p construction tools and gasoline-powered equipment. equipment b) Equipment shall be maintained in good working potentially condition, with exhausts stems and spark Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 10 introducing new arresters in proper working order and free of temporary carbon buildup. sources of c) Fuel the equipment in a safe place where spills ignition that could can be contained and a fire extinguisher is increase fire risk. nearby. Use the recommended gas/oil mixture and do not top off. Use a funnel or spout for pouring. Wipe off any spills. d) Do not refuel running or hot equipment. Dispense fuel at least 10 feet from sources of ignition. e) Do not use equipment in areas of dry vegetation. Keep leaves and dry materials away from a hot muffler. f) No smoking or open flame allowed near gasoline- powered equipment. Hydrology and Water Quality Ground disturbing activities and Prior to and construction of during the project would construction; result in Implementation of Mitigation Measures GEO-1 and Developer Developer ongoing as impervious HAZ-1 needed to surfaces that control could impact erosion water quality Noise N0I-1: Prior to building permit or grading permit Ground disturbing issuance, the developer shall comply with the Prior to activities and following: issuance of construction of a. Construction contracts shall specify that all building or the project would construction equipment, fixed or mobile, shall be Developer Developer grading result in equipped with properly operating and maintained permits, and temporary noise mufflers and other state-required noise during impacts attenuation devices. construction b. Construction haul routes shall be designed to avoid or lessen impacts to noise-sensitive uses Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 11 (e.g., residences, schools, convalescent homes), to the extent feasible. c. During construction, stationary construction equipment shall be placed such that emitted noise is directed away from sensitive noise receivers. d. Per the City's Noise Ordinance, construction shall not take place outside of the hours of 7:00 a.m. to 7:00 p.m. Utilities and Service Systems City sewer, water and electric utilities would be See BIO-1 extended to the Implementation of B1O-1 through B1O-5, and GEO-1. See BIO-1 See BIO-1 through area which could through BIO-5 through BIO-5 g1O-5 and result in physical and GEO-1 and GEO-1 GEO-1 impacts to the environment Wildfire Construction of the Project may involve the use of gasoline-powered equipment and During machinery, Implementation of Mitigation Measure HAZ-2 Developer Developer construction potentially introducing new sources of ignition that could increase fire risk Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 12 EXHIBIT H r EXHIBIT "Cl" (Hull and D&J Investments) All that certain property situated in the County of Mendocino, State of California, more particularly described as follows: All those properties located within Sections 19 and 30, Township 15 North, Range 12. West, Mount Diablo Meridian described as follows: 1. All of that_proper.ty described in Instrument Number. 2021-1.0029, Mendocino County Records, labeled as Parcel 1 on the attached Exhibit "C2". (Owned by D&J Investments, portion of AP- 003-190-10) 2. All of .that property, described in Instrument Number. 2021-15566, Mendocino County Records, labeled as Parcel 2 on the attached Exhibit "C2". (Owned by D&J Investments, portion of AP 003-1.90-10) 3. An approximate 40 acre area lying within the properties described in Instrument Numbers 2020-08216 and 2021-15567, Mendocino County Records, labeled as Parcels 3 and 4 on the attached Exhibit "C2". (Owned by Hull and D&J Investments, portion of AP 001-040-83, portion of AP 003-190-10 and portion of AP 157-070-05),. This area is shown on the attached Exhibit "C2", labeled Additional Residential Development. Area. I P Exhibit "C2" T 15 N Additional Development area Portion of Parcels J & 4 ±40 acres Parcel 4 AP 001-040-83 Parcel 2 W 2020-08216 AP 003-190—IOx 7Z 6 acres IN 2021-15566 ,09e, 5.0 acres Parcel 1 .I . . . .. . . ... ... . AP 003-190-10x tu IN 2021-10029 . .... .. . . ....... 24 19 10.0 acres ........ ... .. ... ... .. .... .. . .. .... .. .. .. 5 30 . .. ...... .. .. .. ... .. . ...... ... ... . . .... . . .. .... . .... .. .. .. . . . . .. . .. .. ... . x1stin`teag .... . ...... .. .. ....... ... . .. .. .. .. . .. ... . .. . .. .... . . . ......Existing .... Well. Noguera . .. .. ... .. .. .... .. .. .. . .. .. Parcel 3 . .. . .. .. .... Redwood AP 157-050-09, 11x AP 157-070-05 Future water Avenue AP 003-190—IOX tank site IN 2021-15567 153.2'acres Noguera Exis tin g road I j I I Note: Shaded area = Residential Development Area (aka Hull Residential Parcels) Residential Development Area Redwood Avenue, Ukiah Jan 10, 2022 -- Scale: 1"=700' 0 700 1400 2100 EXHIBIT I EXHIBIT I INSURANCE REQUIREMENTS Hull and upon its creation the Homeowners Association ("Association") shall maintain insurance against claims for injuries to persons or damages to property,which may arise from or in connection with their pre-Close of Escrow investigations under Section 1 of this Agreement in accordance with Section 1.2.2. A. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Insurance Services Office ("ISO) Commercial General Liability Coverage Form No. CG 00 01 11 85. B. Minimum Limits of Insurance Association shall maintain limits no less than: 1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, the general aggregate limit shall apply separately to the work performed under this Agreement, or the aggregate limit shall be twice the prescribed per occurrence limit. C. Other Insurance Provisions The policy is to contain,or be endorsed to contain,the following provisions: 1. General Liability Coverage a. The City,it officers,officials,employees and volunteers are to be covered as additional insureds as it relates to any of Hull's pre-Close of Escrow investigation actions on City-owned property as provided in Section 1.2.2 of this Agreement. The coverage shall contain no special limitations on the scope-of-protection afforded to the City, its officers, officials, employees or volunteers. b. The insurance coverage shall be primary insurance with respect to the City and its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City and its officers,officials,employees or volunteers shall be excess of the insurance required by this provision and shall not contribute with it. C. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City and its officers, officials, employees or volunteers. 1 EXHIBIT I d. This insurance shall apply separately to each insured against whom claim is made or suit is brought,except with respect to the limits of the insurer's liability. 4. All Coverages The Insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled, or reduced in coverage or in limits, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. Notwithstanding that, the insurance coverage provided by this provision may be cancelled without notice upon the Close of Escrow. E. Acceptability of Insurers Insurance is to be placed with an admitted or non-admitted California insurer with an A- A.M.Best's rating. F. Verification of Coveraize Hull shall furnish the City with a certificate(s)of Insurance and with Endorsements effecting coverage required by this Agreement. The Certificates and Endorsements for each insurance policy are to be issued or signed by a person authorized by that insurer to bind coverage on its behalf. All Certificates and Endorsements are subject to review by the City on request. The City reserves the right to require complete, certified copies of all insurance policies required by this Exhibit. 2 EXHIBIT I EXHIBIT J & $ c 8 CL,$�c I � � I •k q Nti I Z 41 p j k O ------------ `V7 ti I $ -----------� M ZL 2! -----------j----------- ti Mr1M N I N h i I I I I I I I I L4 o� ��r:r:Fivr 14 I °d 2 I f I I I k� L----------- k i Rin��M ,o �iENO to cN 1p Of � obU N `o.cU E ——————————— N N W nnNN Q Iy+;�Ng w oo w N 2 q coe ��o c '0N a �hRh 10 h N SCE ^Z v wt^o asY.c o PAGE N -L —————————i M �, p 4� aLLh � • � � i I � q'� C � V Cr N n v • °' I T! 't! o� �°--_-$ -- -----a � • i ! �, �•� •�� � 3v I I ,% o I � I I N I I Z M Zd d h -----------I----------- M £1 d I I I I a� I cu ----------- I i I I I I ! I I L----------- �o a N N ------------ N N 0. w o a�� 2 PAGE 2 EXHIBIT K MEMORANDUM OF AGREEMENT WITH RESPECT TO PROPERTY PURCHASE-SALE / EXCHANGE AND DEVELOPMENT AGREEMENT Effective March , 2022, the City of Ukiah("City"), a general law municipal corporation, whose address is , Ukiah , CA 95482, David J. Hull, individually as Trustee of the David J. Hull Living Trust, and D&J Investments,LLC, a California limited liability company(collectively"Hull'or"Developer"),whose address is , Ukiah, CA 95482, entered into a certain agreement entitled Property Purchase-Sale/Exchange And Development Agreement ("Exchange &Development Agreement"). The Exchange &Development Agreement includes certain rights, restrictions, encumbrances, and obligations effecting and otherwise in connection with the real property more particularly described in Exhibits A and B, which exhibits are attached hereto and incorporated herein by reference. The terms and conditions of the Exchange &Development Agreement are more particularly described in said agreement,to which reference is herein made for all purposes. This Memorandum is being executed and recorded in the Official Records of Mendocino County, California in order to give notice of the provisions of the Exchange &Development Agreement and this Memorandum shall not be deemed or construed to define, limit, or modify said agreement in any manner. EXHIBIT A to Memorandum (Hull, D&J Investments) All that certain property situated in the County of Mendocino, State of California, more particularly described as follows: All those properties located within Sections 19 and 30, Township 15 North, Range 12 West, and within Sections 25 and 26, Township 15 North, Range 13 West, Mount Diablo Meridian, described in the following nine instruments: 1. Instrument No. 2021-10029, Mendocino County Records, D&J Investments, LLC 2. Instrument No. 2021-15566, Mendocino County Records, D&J Investments, LLC 3. Instrument No. 2021-15567, Mendocino County Records, D&J Investments, LLC 4. Instrument No. 2020-08216, Mendocino County Records, Hull 5. Instrument No. 2021-10034, Mendocino County Records, D&J Investments, LLC 6. Instrument No. 2021-10033, Mendocino County Records, D&J Investments, LLC 7. Instrument No. 2021-10032, Mendocino County Records, D&J Investments, LLC 8. Instrument No. 2021-10031, Mendocino County Records, D&J Investments, LLC 9. Instrument No. 2020-18046, Mendocino County Records, Hull, EXCEPTING THEREFROM all that portion land described in Instrument No. 2020-18046 that was granted from Hull to the City of Ukiah by way of Instrument No. 2020-18047. EXHIBIT A to Memorandum EXHIBIT B TO MEMORANDUM s ' After recording mail to: City of Ukiah, a general law municipal corporation CONFORMED COPY 300 Seminary Ave. Copyy of Document Recorded on 03/03/2021 09:23:58 AM Ukiah,.CA 95482 as 2021-03351 Mendocino County Clerk-Recorder Order No.: 20203118DN SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED DOCUMENT TITLE This document is being re-recorded to Correct the spelling of the Grantor's name; Grant Deed originally recorded December 31, 2020 as Document number: 2020-18047, Mendocino County Records. SEPARATE PAGE-PURSUANT TO GOVERNMENT CODE 27361.6 RECORDING REQUESTED BY: 2020 - 18047 Redwood Empire Title Company of Mendocino REDWOOD EMPIREaTIT2Eest of ; County 12 /31 / 2020 09 : 37 AM Fee * $0 Pgs ; 1 of 5 OFFICIAL RECORDS Katrina Bartolomie - Clerk -Recorder Mendocino County , CA Mail Tax Statements and When Recorded Mail Document To : Cityof Ukiah , a general law municipal corporation k 9 p P 300 Seminary Avenue Ukiah , CA 95482 Escrow No . : 20203118DN SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED The undersigned grantor(s) declare(s) Documentary Transfer Tax stamps in the sum of -0- NO RECORDING FEE PURSUANT TO RTC -11922 g20 .0� � ❑ computed on full value of property conveyed , or p� 10 ❑ computed on full value less value of liens or encumbrances remaining at time of sale , x❑ Unincorporated area : of , ` Ilp Exotri t FOR A VALUABLE CONSIDERATION , receipt of which is hereby acknowledged , David WWI Hull , a married man , as his sole and separate property hereby GRANT(S) to City of Ukiah , a general law municipal corporation the following described real property : SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF , Dated : December 15 , 2020 V4 aid ' A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached , and not the truthfulness, accuracy, or validity of that document. State of California County of On before me , Nota Publ' c, personally appeared � _ --- -�1 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 . -�- JDEBRANIESEN Notary Public - California Signature �,-2�� ���oc� (Seal ) Mendocino County n / ' Commission r 2214130 � jll A /V/cr/�f� My Comm, Expires Oct1212021 T Escrow No . . 20203118DN Title Order No . : EXHIBIT A THE LAND REFERRED TO HEREIN BELOW IS DESCRIBED AS FOLLOWS : Lots 3 , 61 7 and 8 and the west half of Lots 4 and 5, all in Section 25 , Township 15 North , Range 13 West, M . D . M . Excepting therefrom all the coal and other minerals reserved by the United States in the Patents recorded March 15 , 1945 in Book 182 of Official Records , Page 212, and recorded April 10 , 1949 in Book 258 of Official Records , Page 273 , Mendocino County Records . A.P . N . : 157-050M0 051 157-060-03-05 Pursuant to Certificate of Compliance recorded December 22 , 2020 as 2020- 17564 of Official Records . Exhibit A (Legal Description) Page 1 of 1 20203118DN • City of Ukiah CERTIFICATE OF ACCEPTANCE This certifies that the interest in real property conveyed by the Grant Deed , dated December, 15 , 2020 , from David J . Hull to the City of Ukiah , a general law municipal corporation , is hereby accepted by order of the undersigned officer on behalf of the City of Ukiah pursuant to authority conferred by resolution of the City Council of the City of Ukiah adopted on February 1 , 1961 , and the Grantee consents to recordation thereof by its duly authorized officer, By: SaqpKS1crViq mo , City Manager APN 156-060wW 300 Seminary Avenue • Ukiah • CA • 95482-5400 Phone : (707)463 -6200 Pax : (707 )463 -6204 owww . cityofukiah . com , t CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness , accuracy, or validity of that document. State of California ) County of � r�bC,t r-) o ) On 1>Q#oyh " 2 74> before me, � • �. L 61 ►%d , Date Here Insert Name and Title of the Officer personally appeared &fix P_ � - Gl t a, co rn. c-., Nahle (s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(e) whose names} is/axe subscribed to the within instrument and acknowledged to me that he/sbeAhey executed the same in his/I eir authorized capacitykz) , and that by his/hadAheir signatures) on the instrument the person (s), or the entity upon behalf of which the persons) acted , executed the instrument . I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph AL it is true and correct. L. K. NotaryPu blicblici 1RD- California WITNESS my hand and official seal . • • ' ,� x , Mendocino County Commission N 2232746 My Comm, Expires Mar 1 , 2022 Signature Sign re of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document, Description of Attached Dof meVt Title or Type of Document: k �."l1f I �} 2 Document Date : ��t,c.pw� Ys2� 15 20 Za Number of Pages : 1 Signer(s) Other Than Named Above : Capacity(ies) Claimed by Signer(s) Signer's Name: :514 Signer's Name : ❑ Corporate Officer — Title (s) : ❑ Corporate Officer — Title(s) : ❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator '0 Other: ct4 L% P 4L !i A ❑ Other: Signer Is Repr enting : Signer Is Representing : i ©2016 National Notary Association • www. NationaiNotary. org • 1 -800-US NOTARY ( 1 -800-87&6827) Item #5907 r Exhibit c2 T 15 N Additional Development area Portion of Parcels 3 & 4 ±40 acres N Parcel 4 AP 001-040-83 Parcel 2 IN 2020-08216 AP 003-190-10x 77.6 acres 1►r1e IN 2021-15566 roPert`/ . 5.0 acres Parcel 1 FUtUre P . . ....I. / AP 003-190-10IN 2021 10029x 10.0 acres 24 19 -----, r '. � . . . . . . I Existing .-ooa Existing P/L . .!Q0 . . . . . .. . . . . . . . . . . i Well. . . .'.'.'...'.'.'. . .'.'.'.'.'.'. .'..'�. . .. . . Noguera Parcel 3 End of Redwood AP 157-050-09, llx +.'. .'.'.'. . I Avenue AP 157-070-05 7D easement . . . . . . .. . . I. . . .. . . . . . . . . . . . . . . . . . , AP 003-190—IOX IN 2021-1556 7 Future Centerline of 70' t 153.2 acres water tank easement, I Noguera .� see I Exhibit A for legal description Beginning of t i 70' easement t I I i I I I i I { I I I i I I I I I I I I I I I I 1 I t I � Note: Shaded area = Residential Development Area (aka Hull Residential Parcels) i N Road Easem en t Residential Development Area Redwood Avenue, Ukiah Mar 22, 2022 —— Scale: 1"=700' 0 700 1400 2100 Reservation in Grant Deed from Hull to City of Hull Properties Re Hull Residential Parcels David J. Hull, individually and as Trustee of the David J. Hull Living Trust, and D&J Investments, LLC, as California limited liability company ("Hull" of"Grantor"), on the one hand, and the City of Ukiah, a general law California City ("City" or"Grantee")), on the other hand do hereby acknowledge and agree that the form of reservation of easement for the benefit of Hull and burdening the real properties to be acquired by City, as required by the Property Purchase-Sale/ Exchange and Development Agreement and Joint Escrow Instructions ("Exchange Agreement"), shall substantially include the content below. RESERVATION OF EASEMENT In Hull's transfer of title in and to the Hull Properties to City under the Exchange Agreement, the deed by which said transfer is made and recorded shall contain a reservation providing that Hull, including Hull's successors, heirs, and assigns forever, reserves from said grant, transfer, and conveyance an exclusive easement for ingress, egress, and public and private utilities, on, over, under, and through the following described real property: ALL THAT CERTAIN REAL PROPERTY situated in or about Ukiah, Mendocino County, California, more particularly described in Exhibit A and as shown in Exhibit B and Exhibit C2; and ALL THAT CERTAIN REAL PROPERTY situated in or about Ukiah, Mendocino County, California, more particularly described in Exhibit C1 as shown in Exhibit C2, for purposes of further sewer, electric and water utilities infrastructure, including without limitation wells, storage tanks, pipes and components, the precise location of said infrastructure which shall be determined during construction and subsequently described by a surveyed easement instrument which shall be recorded and amend this provision. Each such referenced Exhibit is attached hereto and incorporated herein by reference. Said reservation of easement is appurtenant to the real property described in Exhibit C1 as shown in Exhibit C2 (including any re-subdivisions thereof or parcels created therein)—attached hereto and incorporated herein by reference—for all lawful purposes, including but not limited to residential development and use. Said easement shall run with said lands, including any parcels created within it. Said reservation of easement is also in gross to Grantor, together with the right and power to convey to others (in whole or in part)the easement(s) granted in this instrument, and shall remain so regardless of Grantor's ownership of any lands. Said reservation of easement includes the right to use, construct, reconstruct, repair, replace, maintain, and inspect facilities used to provide utilities, including but not limited to, electrical, cable, telecommunications,gas, sewer, and water. Said facilities include, but are not limited to, conduits, cables, manholes,vaults, utility poles, guying equipment, semi buried or ground mounted facilities such as pads, transformers, cable, or communication pedestals and other necessary or convenient facilities used for these purposes. This reservation of easement includes not only Grantor's right to use the easement as described above but also a right of access thereto across Grantee's real property and to erect, maintain, and replace signs Exhibit L Property Purchase-Sale/Exchange and Development Agreement and Joint Escrow Instructions 1 and markers warning of the location of said facilities,to survey within said easement, and to place or replace surveying stakes and monuments or a permanent nature therein. Said grant is made together with the right of Grantor to re-convey, in whole or in part, non-exclusive easements to third parties for the easements reserved by this instrument. Grantee retains the right to use the land subject to the easements provided that use does not obstruct or otherwise interference with Grantor's use of the easement of the purposes set forth herein. Exhibit L Property Purchase-Sale/Exchange and Development Agreement and Joint Escrow Instructions 2 'LEXHIBIT "A" A 70 foot wide exclusive easement over a portion of the D & J Investments properties as described in the Quitclaim Deeds recorded July 01, 2021 as Instrument Number 2021-10029 and October 15, 2021 as Instrument Numbers 2021-15566 and 15567, Mendocino County Records as shown on the attached EXHIBIT "B" and the centerline of said easement is as described below: BEGINNING at the southeast corner of the D & J Investments property described in Instrument Number 2021-10029, Mendocino County Records, said point being on the centerline of a private road as shown on the Record of Survey map recorded in Map Case 2, Drawer 27, Page 1, Mendocino County Records; thence along the centerline of said road North 85026,100" West, 109. 50 feet;- thence along a curve to the left with a radius of 275 . 00 feet, a central angle of 11094130" and an arc length of 53 . 16 feet; thence South 83'29130" West, 143 . 44 feet; thence along a curve to the right with a radius of 60. 00 feet, a central angle of 40'55130" and .an arc length of 42 . 86 feet; thence North 5503510011 West, 59. 56 feet; thence along a curve to the right with a radius of 20. 00 feet, a central angle of 127'10100" and an arc length of 44 . 39 feet; 'thence North 71035 ' 00" East, 54 . 47 feet; thence along a curve to the left with a radius of 75 . 00 feet, a central angle of 75'09' 30" and an arc length of 98 . 38 feet; thence North 03034 , 301, West, 38 . 02 feet; thence along a curve to the right with a radius of 40. 00 feet, a central angle of 69'30 ' 00" and an arc length of 48. 52 feet; thence along a curve to the left with a radius of 70. 00 feet, a central angle of 39'58 ' 00" and an arc length of 48 . 83 feet; thence along a curve to the right with a radius of 70 . 00 feet, a central angle of 64'42 ' 00" and an arc length of 79. 05 feet; thence along a curve to the left with a radius of 150 . 00 feet, a central angle of 16'03100" and an arc length of 42 . 02 feet; thence North 74'36"80" East, 44 . 06 feet; thence along a curve to the left with a radius of 90 . 00 feet a central angle of 41'56' 30" and an arc length of 65 . 88 feet; thence North 32040 ' 00" East, 129. 99 feet; thence along a curve to the left with a radius of 30 . 00 feet, a central angle of 158'4510011 and an arc length of 83. 12 feet; thence South 53055 ' 00" West, 14 . 32 feet; thence along a curve to the right with a radius of 50. 00 feet, , a central angle of 49'12 '30" and an arc length of 42 . 94 feet; thence North 76'52 '30" West, 95 . 68 feet; thence along a curve to the right with a radius of 340 . 00 feet, a central angle of 12'4000" and an arc length of 75 . 17 feet; thence North 64012 '30" West, 90. 36 feet; thence along a curve to the left with a radius O'f 180. 00 feet, a central angle of 18059'00" and an arc length of 59. 64 feet; thence North 83'11 ' 30" West, 16. 34 feet; thence along a curve to the right with a radius of 220. 00 feet, a central angle of 13o53 ' 30" and an arc length of 53.34 feet; thence North 69018100" West, 235 .59 feet; thence along a curve to the left with a radius of 270 . 00 feet, a central angle of 13'52 ' 00" and an arc length of 65 .35 feet; thence North 83010v00" West, 57 .57 feet; thence along a curve to the left with a radius of 200 . 00 feet, a central angle of 46028y11" and. an arc length of 162 .21 feet; thence along a curve to the right with a radius of 200 . 00 feet, a central angle of 64'03 ' 53" and an arc length of 223 . 63 feet; thence North 65034 ' 19" West, 153.52 feet; thence along a curve to the left witha radius of 120 . 00 feet, a central angle of 74'31 ' 35" and an arc length of 156. 09 feet; thence South 39054106" West, 160.58 feet; thence along a curve to the right with a radiu's of 8-0 . 00 feet, a central angle of 55'34 ' 10" and an arc length of 77.59 feet; thence along a curve to the left with a radius of .8-0. 00 feet, a central angle of 89'18 ' 15" and an arc length of 124 . 69 feet; thence South 06010 ' 01" West, 74 . 17 feet; thence along a curve to the left Page 1 of 2 Reservation of Easement w' th a radius of 150. 00 feet, a central angle of 20'2810 /" and an arc length of 53 .59' feet; thence South 14'18106" East, 57 . 98 feet; thence along a curve to the right with a radius of 120. 00 feet, a central angle of 60047 ' 42" and an arc length of 127 . 33 feet; thence South 46'29136" West, 70 . 00 feet; thence continuing along said road in a westerly direction approximately 1000 feet to the westerly end of the "Additional Development Area" as described on the attached Exhibit Cl and as shown on the attached Exhibit C2. Easements located within AP 003-190-1Ox, 157-070-05 and 157-050-09 & lix Redwood Avenue, Ukiah, CA This real property description has been prepared by me or under my direction in conformance with the Professional Land Surveyor' s Act. Ron W. Franz L. S. 7173 Dated Page 2 c)f 2 Reservation of Easement r Exhibit "B y o G10 b �•�` � I I U w boo of r- 2 a wD N p s L5 xJ b Q a C 2 N zz OZQ � N C U b c V (df;) aurl A"padoid ro °� ti � O —� U c Q QU G w p y U a C IZ 0�4 vq, y �N yOOOOOOOOOOOOOOO®OO2OOO y X � � - O• � O Q y�j O OOOOOOOOOoOOOOOOOO 000 C ^ 0 O 3 iOO�OOOOOOOOOOOOCSOOOOO 4 h 0 e I 0 y c^o NtoN�tr�al�u)v,�h��NNNN��DaO�N O O�y Q N o COIL a) 0000poob000000b^�v�pyyl�N x o 0 o f o ! "�o!�0000?^,o") o22 o-;Rp;-' o�r 2 �thOrnO4�N�bhNOa�"�Nao�^�FcoQ0N O`Q 3 O;nro;�;nVpN r-;tic�;o"oNp;�;�rN;r O O ^On4 (4D eF<o^o0O----c0'Rt•�htc�o)OO IO ^ ^ y ^eFNI\t0�"')�(1^�htl'.�.�^^VcO iVt0 U O 0 L 0 U ip.00 ootN22ivcoNOt-:oehN)NMvrno>ooLO I n o „� o �+^ro��hmooao^o,^�o��N�oovsco�n� 3 0'� OiVb�tO � uO)III NQ NNu��N C ��y ^N^ O q)p n*'o'o N"0 o)O^N � UUUUUUUUU^^^^^^^^^^NNN j U UUUUUUUUUUUUU L q) (b w Nf\^ U) q) o �—ko I oeo� 3 � , U Otl.oi,N.o�NI "IQ) o�NN.OtNNQ 2 0. m c �n�r vob���ohs tnhln^rno Qv oo y Oi"i -,} pefOjeF4jO�ohr—O O~Q e Q `� 3 e U y O1! to�VN^�O)^Ntc�h(0NU)N C 333W3Wtw333333333III .3 R R k N ? o a p C ooOpOOOOOObOOrn�o.,sp�o W3 y� O--i w1R(2)(2 MOO1,3")n�OO^Oppl+� v 3 G m �oo)�ic)�!�oOhNC4;:10ptl V Oapo� o a� c •• �' o NN:�,"�"�"�:�:�:�rrrr"'l�rl-N ��u�.,�tlN��o•F00oocccoo)�oetIa J 4 a0o0�f�O��")hl�toQ0t0Oc0�O^eF E•c ov k 2�n22222�n222222vscnv�cn L17 Z210 oo•� om 917 C21 d>�j � C 4 p w .` JJJJJJJJJJJJJJJJJJ q) •� � O UUOOr.. - - z r EXHIBIT " Cl " ( Hull and D & J Investments ) All that certain property situated in the County of Mendocino , State of California , more particularly described as follows : All those properties located within Sections 19 and 30 , Township 15 North , Range 12. West , Mount Diablo Meridian described as follows : I . All of that _ proper. ty described in Instrument Number. 2021 - 1. 0029 , Mendocino County Records , labeled as Parcel 1 on the attached Exhibit " C2 " . ( Owned by D & J Investments , portion of AP- 003 - 190 - 10 ) 2 . All of . that property, described in Instrument Number. 2021 - 15566 , Mendocino County Records , labeled as Parcel 2 on the attached Exhibit " C2 " . ( Owned by D & J Investments , portion of AP 003 - 1. 90 - 10 ) 3 . An approximate 40 acre area lying within the properties described in Instrument Numbers 2020 - 08216 and 2021 - 15567 , Mendocino County Records , labeled as Parcels 3 and 4 on the attached Exhibit " C2 " . ( Owned by Hull and D & J Investments , portion of AP 001 - 040 - 83 , portion of AP 003 - 190 - 10 and portion of AP 157 - 070 - 05 ), . This area is shown on the attached Exhibit " C2 " , labeled Additional Residential Development. Area . I P r Exhibit c2 T 15 N Additional Development area Portion of Parcels 3 & 4 ±40 acres N Parcel 4 AP 001-040-83 Parcel 2 IN 2020-08216 AP 003-190-10x 77.6 acres 1►r1e IN 2021-15566 roPert`/ . 5.0 acres Parcel 1 FUtUre P . . ....I. / AP 003-190-10IN 2021 10029x 10.0 acres 24 19 -----, r '. � . . . . . . I Existing .-ooa Existing P/L . .!Q0 . . . . . .. . . . . . . . . . . i Well. . . .'.'.'...'.'.'. . .'.'.'.'.'.'. .'..'�. . .. . . Noguera Parcel 3 End of Redwood AP 157-050-09, llx +.'. .'.'.'. . I Avenue AP 157-070-05 7D easement . . . . . . .. . . I. . . .. . . . . . . . . . . . . . . . . . , AP 003-190—IOX IN 2021-1556 7 Future Centerline of 70' t 153.2 acres water tank easement, I Noguera .� see I Exhibit A for legal description Beginning of t i 70' easement t I I i I I I i I { I I I i I I I I I I I I I I I I 1 I t I � Note: Shaded area = Residential Development Area (aka Hull Residential Parcels) i N Road Easem en t Residential Development Area Redwood Avenue, Ukiah Mar 22, 2022 —— Scale: 1"=700' 0 700 1400 2100 Reservation in Grant Deed from Hull to City of Hull Properties Re San Jacinta Properties David J. Hull, individually and as Trustee of the David J. Hull Living Trust, and D&J Investments, LLC, as California limited liability company ("Hull" of"Grantor"), on the one hand, and the City of Ukiah, a general law California City ("City" or"Grantee")), on the other hand do hereby acknowledge and agree that the form of reservation of easement for the benefit of Hull and burdening the real properties to be acquired by City, as required by the Property Purchase-Sale/ Exchange and Development Agreement and Joint Escrow Instructions ("Exchange Agreement"), shall substantially include the content below. RESERVATION OF EASMENT In Hull's transfer of title in and to the Hull Properties to City under the Exchange Agreement, the deed by which said transfer is made and recorded shall contain a reservation providing that Hull, including Hull's successors, heirs, and assigns forever, reserves from said grant, transfer, and conveyance an exclusive easement for ingress, egress, and public and private utilities, on, over, under, and through the following described real property: ALL THAT CERTAIN REAL PROPERTY situated in or about Ukiah, Mendocino County, California, more particularly described in Exhibit A and as shown in Exhibit B, each of which is attached hereto and incorporated herein by reference. Said reservation of easement is appurtenant to the real property described in Exhibit C (including any re-subdivisions thereof or parcels created therein)—attached hereto and incorporated herein by reference—for all lawful purposes, including but not limited to residential development and use. Said easement shall run with said lands, including any parcels created within it. Said reservation of easement is also in gross to Grantor, together with the right and power to convey to others (in whole or in part)the easement(s) granted in this instrument, and shall remain so regardless of Grantor's ownership of any lands. Said reservation of easement includes the right to use, construct, reconstruct, repair, replace, maintain, and inspect facilities used to provide utilities, including but not limited to, electrical, cable, telecommunications,gas, sewer, and water. Said facilities include, but are not limited to, conduits, cables, manholes,vaults, utility poles, guying equipment, semi buried or ground mounted facilities such as pads, transformers, cable, or communication pedestals and other necessary or convenient facilities used for these purposes. This reservation of easement includes not only Grantor's right to use the easement as described above but also a right of access thereto across Grantee's real property and to erect, maintain, and replace signs and markers warning of the location of said facilities,to survey within said easement, and to place or replace surveying stakes and monuments or a permanent nature therein. Said grant is made together with the right of Grantor to re-convey, in whole or in part, non-exclusive easements to third parties for the easements reserved by this instrument. Grantee retains the right to use the land subject to the easements provided that use does not obstruct or otherwise interference with Grantor's use of the easement of the purposes set forth herein. Exhibit M Property Purchase-Sale/Exchange and Development Agreement and Joint Escrow Instructions 1 EX-HIBTT ° '"' A 70 foot wide non-exclusive easement over a portion of the Ellison property as described in the Quitclaim Deed recorded July 10, 2020 as Instrument Number 2020-08218, and over a portion of the D&J investments property described in the Quitclaim Deed recorded ' July 1, 2021 as Instrument Number 2021-10029, Mendocino County Records, said easement is as 'shown on the attached EXHIBIT "B" and the centerline of said easement is described below: BEGINNING at the northeast corner of the said Ellison property; thence along the north line of said property and along the - centerline , of an existing road, North 85'26' 00 109. 50 feet; thence along a, curve to " West, - the left with a radius of 275 . 00 feet, a central angle of 11'04130" and an arc length of 53 . 16 feet; thence South 83029' 30" West, 143. 44 feet; thence . leaving said property line and continuing along said road along a curve to the right with a radius of 60. 00 feet, a central angle of , 40'55 ' 30wv and an arc length of 42 . 85 feet and being the end of this line description. Easemeht located within AP 003-160-10 & 11, Redwood Avenue, Ukiah, CA This real property description has been prepared by me or under my direction in conformance with the Professional Land SurveyorTs Act. Ron W. Franz L.S. 7173 --Dated r Exhibit "B" IN = Instrument Number, Mendocino County Records AP = Assessor Parcel D&J !n vestmen is IN 2021-10029 j Portion of AP 003-190-10 � Noguera IN 2018-04364 AP 003-190-09 Existing road and centerline i of existing 70' wide easement for access and utilities per 1036 OR 67, as shown on Record / of Survey map recorded in Map Case 2, Drawer 27, Page 1, MCR End of new 70' !/ wide easement i 70' _ Point of Beginning S88 25'18"W C2•' W Redwood NAvenue Centerline of new 70' wide easement 5 (L 1, C1, L2, C2) Noguera IN 2018-04363 a AP 003-110-70 & 90 4�. Ellison _ IN 2020-08218 AP 003-190-11 Line Table Line Direction Distance L1 N8526'00"W 109,50, L2 S832930"W 143.44' Curve Table Curve Length Delta Radius C1 53.16' 11 0430" 275.00' Easement Plat Map C2 42.86' 40 55'30" 60.00' Redwood Avenue, Ukiah Mar 23, 2022 -- Scale: 1"=160' 0 160 320 480 Escrow No.: 2022027ORB Title Order No.: EXHIBIT C Legal Description THE LAND REFERRED TO HEREIN BELOW IS DESCRIBED AS FOLLOWS: Tract One: Lying within Section 30, T15N, R12W, M.D.B.&M. and Lot 77 of the Yokayo Rancho and being more particularly described as follows: Beginning at a 1/2" iron pipe plugged L.S. 3089 and being the Northwesterly corner of Lot 2 of said Section 30 as shown per Case 2, Drawer 16, Page 30 M.C.R.; thence S 0°10'50" E 1325.72 feet to a '/2" iron pipe plugged L.S. 3089 being the Southwesterly corner of said Lot 2; thence N 87°51'37" E 504.77 feet to a 1/2" iron pipe plugged L.S. 3089 being the Southeasterly corner of said Lot 2; thence along the Easterly line of said Lot N 0°13'08"W 733.49; thence N88° 12' 00" E 255.00 feet; thence N 41° 14' 41"W 388.33 feet; thence N 73° 11" 09"W 401.86 feet; North 160 feet to the Northerly line of said Lot 2; thence along said line S 88' 37' 58"W 120 feet to the point of beginning . APN: 003-190-08 & 003-500-19 Tract Two: Together with a non-exclusive easement for ingress, egress and public utilities being a width of 30 feet and lying equally left and right of the following described centerline. Beginning at a point on the centerline at the Westerly end of San Jacinta Dr. as shown per Case 2, Drawer 13, Page 26 M.C.R.; thence S 86' 04' W 118.00 feet to a tangent curve concave to the South; thence thru said curve with central angle of 39' 56'00" a radius of 50.00 feet, a distance of 34.85 feet; thence S 46°08' W 70.00 feet to a tangent curve concave to the East; thence thru said curve with a central angle of 76' 08' a radius of 50.00 feet, a distance of 66.44 feet; thence S 30°00' E 40.00 feet to a tangent curve concave to the Northwest, thence thru said curve with a central angle of 148' 20' a radius of 40.00 feet, a distance of 103.56 feet; thence N 61° 40' W 65.00 to a tangent curve concave to the Northeast, thence thru said curve with a central angle of 44' 40' a radius of 50.00 feet, a distance of 38.98 feet; thence N 17' 00"W 50.00 feet to a tangent curve concave to the southeast; thence thru said curve with a central angle of 198' 00' a radius of 75.00 feet, a distance of 259.18 feet; thence S 35' 00' E 32.81 feet to the terminus of the above described line. EXHIBIT F (Legal Description) Page 1 of 1 20220270RB Grant Deed (Easement)from Hull to City Re Hull Residential Parcels David J. Hull, individually and as Trustee of the David J. Hull Living Trust, and D&J Investments, LLC, as California limited liability company ("Hull" of"Grantor"), on the one hand, and the City of Ukiah, a general law California City ("City" or"Grantee")), on the other hand do hereby acknowledge and agree that the form of grant deeded easement for the benefit of City and burdening the Hull Residential Parcels, as required by the Property Purchase-Sale/Exchange and Development Agreement and Joint Escrow Instructions ("Exchange Agreement"), shall substantially include the content below. GRANT DEED EASEMENT In Hull's transfer of title in and to the Hull Properties to City under the Exchange Agreement,the deed by which said transfer is made and recorded shall contain a reservation providing that Hull, including Hull's successors, heirs, and assigns forever, reserves from said grant, transfer, and conveyance an exclusive easement for ingress, egress, and public and private utilities, on, over, under, certain described real property as provided for elsewhere in the Exchange Agreement. Upon recording of the grant deed containing said reservation, Hull shall then cause to be recorded a grant deed (easement)to City for a non-exclusive easement for ingress, egress, and public utilities, on, over, under, and through the following described real property: ALL THAT CERTAIN REAL PROPERTY situated in or about Ukiah, Mendocino County, California, more particularly described in Exhibit A and as shown in Exhibit B, each of which is attached hereto and incorporated herein by reference. Said easement shall run with said lands, including any parcels created within it.Said grant of easement is appurtenant to the real property described in Exhibit C (including any re-subdivisions thereof or parcels created therein)—attached hereto and incorporated herein by reference—for all lawful purposes, including but not limited to residential development and use. Said easement shall run with said lands, including any parcels created within it. Except as provided above regarding the real property described in Exhibit C, said grant of easement is appurtenant to the real property described in Exhibits D and E— attached hereto and incorporated herein by reference—for open space use only Said grant of easement includes the right to use, construct, reconstruct, repair, replace, maintain, and inspect facilities used to provide utilities, including but not limited to, electrical, cable, telecommunications,gas, sewer, and water. Said facilities include, but are not limited to, conduits, cables, manholes,vaults, utility poles, guying equipment, semi buried or ground mounted facilities such as pads, transformers, cable, or communication pedestals and other necessary or convenient facilities used for these purposes. This grant of easement includes not only Grantee's right to use the easement as described above but also a right of access thereto across Grantor's real property and to erect, maintain, and replace signs and markers warning of the location of said facilities, to survey within said easement, and to place or replace surveying stakes and monuments or a permanent nature therein. Grantor retains the right to use the right,title, and interest that is subject to the easement in this instrument provided that use does not obstruct or otherwise interference with Grantee's use of the easement of the purposes set forth herein. Exhibit N Property Purchase-Sale/Exchange and Development Agreement and Joint Escrow Instructions EXHIBIT "A" (D&j Investments) A 70 foot wide non-exclusive easement over a portion of the D & i Investments properties as described in the Quitclaim Deeds recorded July 01, 2021 as Instrument Number 2021-10029 and October 15, 2021 as Instrument Numbers 2021-15566 and 15567, Mendocino County Records as shown on the attached EXHIBIT "B" and the centerline of said easement is as described below: BEGINNING at the southeast corner of the D & J Investments property described in Instrument Number 2021-10029, Mendocino County Records, said point being on the centerline of a private road as shown on the Record of Survey map recorded in Map Case 2, Drawer 27, Page 1, Mendocino County Records; thence along the centerline of said road North 85026100" West, 109. 50 feet; thence along a curve to the left with a radius of 275 . 00 feet, a central angle of 11'04 '30" and an arc length of 53. 16 feet; thence South 83"2913011 West, 143. 44 feet; thence along a curve to the right with a radius of 60.00 feet, a central angle of 40055130" and an arc length of 42 . 86 feet; thence North 5503510011 West, 59.56 feet; thence along a curve to the right with a radius of 20,.00 feet, a central angle of 127'10100" and an arc length of 44 . 39 feet, thence North 7103510011 East, 54 . 47 feet; thence along a curve to the left with a radius of 75 . 00 feet, a central angle of 75'09130" and an arc length of 98. 38 feet; thence North 030341301, West, 38 . 02 feet; thence along a curve to the right with a radius of 40.00 feet,. a central angle of 69'30100" and an arc length of 48 . 52 feet; thence along a curve to the left with a radius of 70. 00 feet, a central angle of 39'58 ' 00" and an arc length of 48. 83 feet; thence along a curve to the right with a radius of 70. 00 feet, a central angle of 64'42 ' 00" and an arc length of 79. 05 feet; thence along a curve to the left with a radius of 150. 00' feet, a centi7al angle of 16003 ' 00" and an arc length of 42. 02 feet; thence North 74036'3011 East, 44 . 06 feet; thence along a curve to the left with a radius of 90. 00 feet, a central angle of 41'56'30" and an arc length of 65 . 88 feet; thence North 3204010011 East, 129. 99 feet; thence along a curve to the left with a radius of 30. 00 feet, a central angle of 158'45'00" and an arc length of 83. 12 feet; thence South 53'55 ' 00" West, 14.32 feet; thence along a curve to the right with a radius of 50. 00 feet, a central angle of 49012 '30" and an arc length of 42 . 94 feet; thence North 76052 '30" West, 95. 68 feet; thence along a -curve to the right with a radius of 340. 00 feet, a central angle of 12040 ' 00" and an arc length of 75 . 17 feet; thence North 6401213011 West, 90.36 feet; thence along a curve to the left with a radius of 180. 00 feet, a central angle of 18'59' 00" and an arc length of 59. 64 feet; thence North 83'11130" West, 16.34 feet; thence" along a curve to the right with a radius of 220. 00 feet, a central angle of 13-53130" and an arc length of 53 . 34 feet; thence North 69'18 ' 00" West, 235 .59 feet; thence along a curve to the left with a radius of 270. 00 feet, a central angle of 13052 '00" and an arc length of 65 . 35 feet; thence North 83'10100" West, 57 -57 feet; thence along a curve to the left with a radius of 200. 00 feet, a central angle of 46'28 ' 11" and an arc length of 162 .21 feet; thence along a curve to the right with a radius of 20.0. 00 feet, a central angle of 64003 '53" and an arc length of 223. 63 feet; thence North 65034 ' 19" West, 153.52 feet; thence along a curve to the left with a radius of 120. 00 feet, a central angle of 74'31 '35" and an arc length of 156. 09 feet; thence South 39054 ' 06" West, 160.58 feet; thence along a curve to the right with a radius of 80. 00 feet, a central angle of 55'34 ' 10" and an arc length of 77.59 feet; thence along a curve to the left with a radius of 80.00 feet, a central angle of 89'18' 15" and an arc length of 124. 69 feet; Page 1 of 2 -- D & J investments to City easement thence South 06010101" West, '74 . 17 feet; thence along a curve to the left with a radius of 150. 00 feet, a central angle of 20028 ' 07" and an arc length of 53 .59 feet; thence South 14'18 ' 06" East, 57 . 98 feet; thence along a curve to the right with a radius of 120. 00 feet, a central angle of 60047Y42" and an arc length of 127 .33 feet; thence South 46029136" West, 70 . 00 feet; thence continuing along said road in a westerly direction approximately 1000 feet to the westerly end of the "Additional Development Area" as described on the attached Exhibit B2 and as shown on the attached Exhibit B3. Easements located within AP 003-190-I0x, 157-070-05 and 157-050-09 & lix Redwood Avenue, Ukiah, CA This real property description has been prepared by me or under my direction in conformance with the Professional Land Surveyor' s Act. Ron W. Franz L. S. 7173 Dated Page 2 of 2 D & i investments to City easement r Exhibit "B1" y o U w boo mI ^ J i9 N N p s L5 xJ b o a C N OZQ Uzz b c V (df;) aurl A"padoid ro °� ti � O —� U c Q QU G oh V CD oaa v� y o y X ^^� '� - °CO•3 � yO 0 a Ny�j yO OO OOOOOOOOOoOOOOOOOOgOOO O O OO C ^ 0 0 3 �OO�OOOOOOOOOOOOdOOOOO 0 h 0 e I 0 y toNtoN�tr�al�u)v,�h��NNNN�maO�N q" R 16, R q ! A ; q R R N p Q y L y^ N OOOOQOOOOOOoOoO.�"ihp I I o x o 0 o f o !�"�o!�0000?^,o�oo;�o�;n;�;��o�r �thOrnobhNOa�""LIO,N F110 O`Q 3 � � O;nro;�;nvp;�<1'r-;tic�;n;n;�p;�;�rN;r ^O�rLp47 eF<o^o0ON00nW)coc��htc�o�OO U O 0 L I n o 0 U i �oo�ooth mo,caoN^Ot,i^�on0)NMovornov>ocoLO � 3 ral ���obiVb�tOe��� �uO����Nh Nu��N C ��y ^N^ O �p O > .�N�eFhcol�eOqO��O., 'o'o .c0o)o^N � UUUUUUUUU^^^^^^^^^^NNN j U UUUUUUUUUUUUU L q) (b w Nf\^ U) poi; Ua� UO -Np^ I oeo� 3 CN U 24�I,N.o�No0"IQ) o�iOCIN) NQ 2 Q 0. om c �n�r�Vob��2ohs Lnh�n^rno ov" oo y � Oi�Oj�}OpefojeF4jO�ohn�O��O d Q. C ID� 333W3Wt�333333333III .3 R R R R ; R R R R k N ? o a p C ooOp000OOObOOo�6o.,sp�o W3 y� p--i � wOt�Op;�MOO�1•)n�OO^O0p1+� �oOhNtV::oOptl V Oa0o� + opW p 'C huh^�tlN��Otl �O��hO�cOef�0 j 4 a0o0�f�O��")h�to00tocccoW) Iva E•c ov k 2�n22222�n222222vscnv�cn L17 Z210 oo � om 9t7 m s .,Nr��h�cOnaOoso„N`�a��0 °�,0 CZ1 d>�j C 4 p w JJJJJJJJJJJJJJJJJJ q) :3 � O UUOOr.. - - z EXHIBIT "B2" (Hull and D&J Investments) All that certain property situated in the County of Mendocino, State of California, more particularly described as follows: All those properties located within Sections 19 and 30, Township 15 North, Range 12 West, Mount Diablo Meridian described,as follows: An approximate 40 acre area lying within the properties described in Instrument Numbers 2020-08216 and 2021-15567, Mendocino County Records, labeled as Parcels 3 and 4 on the attached Exhibit "B3". (Owned by Hull and D&J Investments, portion of AP 001-040-83, portion of AP 003-190-10 and portion of AP 157-070-05) . This area is shown on the attached Exhibit "B3", labeled Additional Residential Development Area. r Exhibit "M T 15 N Additional Development area Portion of Parcels 3 & 4 ±40 acres N Parcel 4 AP 001-040-83 Parcel 2 IN 2020-08216 AP 003-190-10x 77.6 acres 1►ne IN 2021-15566 roPer�`/ 5.0 acres Parcel 1 FOtUre P . . . I. / AP 003-190-10IN 2021 10029x 10.0 acres 24 19 -----, r '. � . . . . . . I EXistin9 .-ooa .: . .ti� .- : '. .'. : Existing PAL . .',Qop ' CJ•'•'•'• .'.'.'. . . . . .. . . . . . . . . .. . .. .i Well. . . .'.'.'...'.'.'. . .'.'.'.'.'.'. .'.'i. . .. . . . Noguera Parcel 3 End of : Redwood AP 157-050-09, llx +.'. .'.'.'. . I Avenue AP 157-070-05 7D easement . . . . . . .. . . I. . . .. . . . . . . . . . . . . . . . . . , AP 003-190—IOx IN 2021-1556 7 Future Centerline of 70' t 153.2 acres water tank easement, I Noguera .� see I Exhibit A for legal description Beginning of t i 70' easement t I I i I I I i I { I I I i I I I I I I I I I I I I 1 I t I � Note: Shaded area = Residential Development Area (aka Hull Residential Parcels) N Road Easem en t Residential Development Area Redwood Avenue, Ukiah Mar 22, 2022 —— Scale: 1"=700' 0 700 1400 2100 r EXHIBIT " Cl " ( Hull and D & J Investments ) All that certain property situated in the County of Mendocino , State of California , more particularly described as follows : All those properties located within Sections 19 and 30 , Township 15 North , Range 12. West , Mount Diablo Meridian described as follows : I . All of that _ proper. ty described in Instrument Number. 2021 - 1. 0029 , Mendocino County Records , labeled as Parcel 1 on the attached Exhibit " C2 " . ( Owned by D & J Investments , portion of AP- 003 - 190 - 10 ) 2 . All of . that property, described in Instrument Number. 2021 - 15566 , Mendocino County Records , labeled as Parcel 2 on the attached Exhibit " C2 " . ( Owned by D & J Investments , portion of AP 003 - 1. 90 - 10 ) 3 . An approximate 40 acre area lying within the properties described in Instrument Numbers 2020 - 08216 and 2021 - 15567 , Mendocino County Records , labeled as Parcels 3 and 4 on the attached Exhibit " C2 " . ( Owned by Hull and D & J Investments , portion of AP 001 - 040 - 83 , portion of AP 003 - 190 - 10 and portion of AP 157 - 070 - 05 ), . This area is shown on the attached Exhibit " C2 " , labeled Additional Residential Development. Area . I P r Exhi bi t " C2 " i r 15 N Additional Development area Portion of Parcels 3 & 4 3 • ± 40 acres N Parcel 4 AP 001 - 040- 83 Parcel 2 IN 2020- 08216 AP 003— i90— fOx 77. 6 acres ty i in e IN 2021 - 15566 roper . . . . . . ' . ' . . . . 5. 0 acres Parcel 1 Uture P AP 003- 190- 1Ox F IN 2021 - 10029 24 19 . . . . . . ' 10. 0 acres 5 30 . ' . . ' . . . . ' . . . . ' . . . . . . ' . ' . . . . ' . ' . ' . ' . 4 • . ' . ' . ' . . ' . ' . • . • . ' . • . ' l . ' . ' . ' . ' . ' . • . ' ' I . . OXistin9 roo : . : . : . : . : . : . : . : . : . : . : . : . : . : 1 : I ; . ; . ' . ' . 1:l ✓ I `tea . . . . . . . . . . . . . . . : . . . . : ,�, � •— : . . � • ' I • Extst/ng P/L : : • � : Ro . . 'o Parcel 3 We// : . : . : . : . : . : . : . : . : . : . : . : . : : : : : : : : : : : : : : : : : �; ; ; : : ; ; . ' : ' ; ; : Noguera AP 157- 050- 09, 11x Redwood AP 157- 070- 05 Future water Avenue AP 003- 190- 1Ox tank site IN 2021 - 15567 I l 153. 2 ' acres Noguera �t _ dialled, — s Exrsting road I j I I I I I I I i Note : Shaded area = Residential Development Area (aka Hull Residen flat Parcels) Resi d en ti al Development Area Redwood Avenue , Ukiah Jan 10, 2022 - - Scale : 1 " = 700 ' 0 700 1400 2100 EXHIBIT D (Hull, D&J Investments) All that certain property situated in the County of Mendocino, State of California, more particularly described as follows: All those properties located within Sections 19 and 30, Township 15 North, Range 12 West, and within Sections 25 and 26, Township 15 North, Range 13 West, Mount Diablo Meridian, described in the following nine instruments: 1. Instrument No. 2021-10029, Mendocino County Records, D&J Investments, LLC 2. Instrument No. 2021-15566, Mendocino County Records, D&J Investments, LLC 3. Instrument No. 2021-15567, Mendocino County Records, D&J Investments, LLC 4. Instrument No. 2020-08216, Mendocino County Records, Hull 5. Instrument No. 2021-10034, Mendocino County Records, D&J Investments, LLC 6. Instrument No. 2021-10033, Mendocino County Records, D&J Investments, LLC 7. Instrument No. 2021-10032, Mendocino County Records, D&J Investments, LLC 8. Instrument No. 2021-10031, Mendocino County Records, D&J Investments, LLC 9. Instrument No. 2020-18046, Mendocino County Records, Hull, EXCEPTING THEREFROM all that portion land described in Instrument No. 2020-18046 that was granted from Hull to the City of Ukiah by way of Instrument No. 2020-18047. EXHIBIT D EXHIBIT E s ' After recording mail to: City of Ukiah, a general law municipal corporation CONFORMED COPY 300 Seminary Ave. Copyy of Document Recorded on 03/03/2021 09:23:58 AM Ukiah,.CA 95482 as 2021-03351 Mendocino County Clerk-Recorder Order No.: 20203118DN SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED DOCUMENT TITLE This document is being re-recorded to Correct the spelling of the Grantor's name; Grant Deed originally recorded December 31, 2020 as Document number: 2020-18047, Mendocino County Records. SEPARATE PAGE-PURSUANT TO GOVERNMENT CODE 27361.6 RECORDING REQUESTED BY: 2020 - 18047 Redwood Empire Title Company of Mendocino REDWOOD EMPIREaTIT2Eest of ; County 12 /31 / 2020 09 : 37 AM Fee * $0 Pgs ; 1 of 5 OFFICIAL RECORDS Katrina Bartolomie - Clerk -Recorder Mendocino County , CA Mail Tax Statements and When Recorded Mail Document To : Cityof Ukiah , a general law municipal corporation k 9 p P 300 Seminary Avenue Ukiah , CA 95482 Escrow No . : 20203118DN SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED The undersigned grantor(s) declare(s) Documentary Transfer Tax stamps in the sum of -0- NO RECORDING FEE PURSUANT TO RTC -11922 g20 .0� � ❑ computed on full value of property conveyed , or p� 10 ❑ computed on full value less value of liens or encumbrances remaining at time of sale , x❑ Unincorporated area : of , ` Ilp Exotri t FOR A VALUABLE CONSIDERATION , receipt of which is hereby acknowledged , David WWI Hull , a married man , as his sole and separate property hereby GRANT(S) to City of Ukiah , a general law municipal corporation the following described real property : SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF , Dated : December 15 , 2020 V4 aid ' A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached , and not the truthfulness, accuracy, or validity of that document. State of California County of On before me , Nota Publ' c, personally appeared � _ --- -�1 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 . -�- JDEBRANIESEN Notary Public - California Signature �,-2�� ���oc� (Seal ) Mendocino County n / ' Commission r 2214130 � jll A /V/cr/�f� My Comm, Expires Oct1212021 T Escrow No . . 20203118DN Title Order No . : EXHIBIT A THE LAND REFERRED TO HEREIN BELOW IS DESCRIBED AS FOLLOWS : Lots 3 , 61 7 and 8 and the west half of Lots 4 and 5, all in Section 25 , Township 15 North , Range 13 West, M . D . M . Excepting therefrom all the coal and other minerals reserved by the United States in the Patents recorded March 15 , 1945 in Book 182 of Official Records , Page 212, and recorded April 10 , 1949 in Book 258 of Official Records , Page 273 , Mendocino County Records . A.P . N . : 157-050M0 051 157-060-03-05 Pursuant to Certificate of Compliance recorded December 22 , 2020 as 2020- 17564 of Official Records . Exhibit A (Legal Description) Page 1 of 1 20203118DN • City of Ukiah CERTIFICATE OF ACCEPTANCE This certifies that the interest in real property conveyed by the Grant Deed , dated December, 15 , 2020 , from David J . Hull to the City of Ukiah , a general law municipal corporation , is hereby accepted by order of the undersigned officer on behalf of the City of Ukiah pursuant to authority conferred by resolution of the City Council of the City of Ukiah adopted on February 1 , 1961 , and the Grantee consents to recordation thereof by its duly authorized officer, By: SaqpKS1crViq mo , City Manager APN 156-060wW 300 Seminary Avenue • Ukiah • CA • 95482-5400 Phone : (707)463 -6200 Pax : (707 )463 -6204 owww . cityofukiah . com , t CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness , accuracy, or validity of that document. State of California ) County of � r�bC,t r-) o ) On 1>Q#oyh " 2 74> before me, � • �. L 61 ►%d , Date Here Insert Name and Title of the Officer personally appeared &fix P_ � - Gl t a, co rn. c-., Nahle (s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(e) whose names} is/axe subscribed to the within instrument and acknowledged to me that he/sbeAhey executed the same in his/I eir authorized capacitykz) , and that by his/hadAheir signatures) on the instrument the person (s), or the entity upon behalf of which the persons) acted , executed the instrument . I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph AL it is true and correct. L. K. NotaryPu blicblici 1RD- California WITNESS my hand and official seal . • • ' ,� x , Mendocino County Commission N 2232746 My Comm, Expires Mar 1 , 2022 Signature Sign re of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document, Description of Attached Dof meVt Title or Type of Document: k �."l1f I �} 2 Document Date : ��t,c.pw� Ys2� 15 20 Za Number of Pages : 1 Signer(s) Other Than Named Above : Capacity(ies) Claimed by Signer(s) Signer's Name: :514 Signer's Name : ❑ Corporate Officer — Title (s) : ❑ Corporate Officer — Title(s) : ❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator '0 Other: ct4 L% P 4L !i A ❑ Other: Signer Is Repr enting : Signer Is Representing : i ©2016 National Notary Association • www. NationaiNotary. org • 1 -800-US NOTARY ( 1 -800-87&6827) Item #5907 EXHIBIT 0 4 Easement, Road Access and Maintenance Agreement Exhibit 6 Exhibit „B„ (Noguera) 00 Road Line Table c Line Direction Distance Li S76'16'40"w Tangent bearing L2 S6848'30"W 197.16' L3 N5737'00'W 50.70' a L4 N85 26'00"W 2,51' L5 N32'40'00'E 76.40' Curve Table ZCurve Length Delta Radius 01 87.48, 1231'50" 400,00' C2 79.1 P 33 34'30" 135,00: Easement No, 2r c 03 53.77' 77'01'00" 40.00 Centerline of new 70' wide � C4 5152, 49'12'00" 60.00' easement being granted to N C5 81:8715621'08" 30.00' the City of Ukiah and to Hull and D&J Investments o 4 b D&J Investments m 1N 2021-10029 0 Existing driveway to AP 003--190--10 z i Portion of 'building pod on Noguera nd i • Noguero IN 2018-04364 0 4 M AP 003-190-09 U o j } ,r o 0 _ v Easement No. 1; v Redwood Avenue Is I i bnow Cityowned and as Point "X° easemelnt being granted to pe Maps, Drawer 77, the City of Ukiah and to Page 80, MCR Hull and D&J Investments 1950' to Helen Ave I G 2 � Property I ne Existing road and oanterlino cenferllne road / Ave- { of existing 70' wide easement L4 / for access and utilities per in / 1036 OR 67, as shown on Record of Survey map recorded In Map o / Case 2, Drawer 27, Pogo 1, MCR Noguera o IN 2018-04363 AP 003-110-70 & 90 o z i Ellison AP 003—190-11 Southeast corner Lot 1 Section 30, T 15 N, R 12 W,-MDBM is PZ a t Map { 1N = Instrument Number, , Redwood Avenue, Ukiah Mendocino County Records „ Dec 21, 2021 -- Scale: =160' AP Assessor Parcel j 0 160 320 480 I i 5 C7 o U -,--i lb Road i I i -__--___ _I__--_______ 14 i b I co lk� I ( I i I I I { i 0 I i i i L__________. i$ N Q) y y N I �° Au�UN �o,dFC1U y� hTT �J o MJ J rnJ � I i i q Gfy+ o„i I i..----C— � l i aN1 I O �ro p j „p,ui 1 i O 'tic O �2 IOtt ---------- � I Road Ns 1 j 2 hi ll 8 —————————— ———————— k I co I I I Ni I. i I I • I s' I I j j; L_----------- �" b n � i j N h Cn i ty i II EXHIBIT P DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS OF THE REDWOOD AVENUE WESTERN HILLS PROJECT This Declaration of Covenants, Conditions, and Restrictions of The Redwood Avenue Western Hills Project ("Declaration") is made on the date executed below by David J. Hull, individually as Trustee of the David J. Hull Living Trust, and D&J Investments, LLC, a California limited liability company (collectively "Declarant"). RECITALS This Declaration is made with regard to the following facts: A. Declarant is the owner of that certain property located in the County of Mendocino County, California, comprising approximately fifty-five (55) acres and more particularly described and shown in Exhibit A, which is attached hereto and incorporated herein by reference ("Development Property"). B. Declarant intends to improve the Development Property by creating, including through the boundary line adjustment process, between three (3) and up to seven (7) residential parcels (or Lots) within the Development Property lands from and among a certain real property, portions of which Declarant owns and portions of which are owned by the City of Ukiah ("City"). Such lands owned by Declarant and City are more particularly described in Exhibit B and Exhibit C, respectively, each of which is attached hereto and incorporated herein by reference (collectively "Hull-City Properties") C. The present configuration of the legal parcels comprising the Hull- City Properties is shown on the first page (labeled "Existing Condition") of the Map attached hereto and incorporated herein by reference as Exhibit D. The approximate intended location of all proposed seven Lots in the Development Parcels is shown as Parcels 1-7 on the second page (labeled "Proposed Condition") of the Map. D. Two Lots within the Development Property have been configured and established as legal parcels. The two parcels are shown on Exhibit A, labeled "Parcel 1" and "Parcel 2," and also on Exhibit D, labeled there "Par 1" and "Par 2." Declarant intends to configure the additional parcel or parcels within the lands described as "Additional Development Area" on the map made part of Exhibit A. E. Declarant intends to create said Lots as part of a private, gated, residential development providing for separate title to each parcel/lot within said development project. 1 F. Declarant has constructed or will cause to be constructed certain improvements, utilities, and infrastructure, including an access road, a locked gate, drainage, and water, sewer, and electrical systems to serve the Development Property. G. The configuration, boundary line adjustment(s), and development will be done in accordance with that certain "Property Purchase-Sale / Exchange and Development Agreement and Joint Escrow Instructions" ("Exchange & Development Agreement"), entered into by Declarant and the City. H. The City will have access to and use of some Common Improvements (as defined herein) and the Declarant, Association, and Owners of the Lots in the development shall have easements for access and use of the Common Improvements and to the Lots. I. The City is required, through the Mendocino Local Agency Formation Commission ("LAFCo"), to seek to annex the lands comprising the Development Property and/or to secure out of area service agreement(s) for the provision of utilities services to the Lots within the Development Property. Annexation would allow the creation and development of up to seven parcels within the Development Property. Absent annexation, it is expected that the total number of parcels to be created and developed within the Development Property would be more limited and subject to County of Mendocino zoning rules and regulations. J. Declarant may create an Association to carry out the provisions of this Declaration. K. Use of a portion of the Common Improvements described herein will also be made by certain neighboring property owners under the "Easement, Road Access And Maintenance Agreement" ("Access Agreement"), entered into by Declarant, the City, and said neighboring property owners, recorded on March 11, 2022, in the Official Records of Mendocino County as document 2022-03302. L. As further provided in the Exchange & Development Agreement and Access Agreement, neither the neighboring property owners nor the City of Ukiah will become members of the Association, but are required to pay maintenance fees to the Association. M. Pursuant to the Exchange & Development Agreement and Access Agreement, the Association has the right and obligation to maintain Common Improvements through and in the Development Property and including extensions thereof through the lands of the neighboring property owners. NOW THEREFORE, Declarant hereby declares that all of the property described in Exhibit A is held and shall be held, conveyed, hypothecated, encumbered, leased, rented, used, occupied and improved, subject to the following limitations, restrictions, covenants and conditions, all of which are declared and agreed to be in furtherance of the plan for residential development 2 / improvement and sale of said real property as part of a private, gated, residential development, and are established and agreed upon for the purpose of enhancing and perfecting the value, desirability and attractiveness of the real property and every part thereof. All of the limitations, easements, uses, obligations, covenants, restrictions and conditions stated herein shall run with the real property, shall be binding on all parties having or acquiring any right, title or interest in any part of that real property, and shall be for the benefit of each Owner of any portion of that real property, or any interest in it, and shall inure to the benefit of and be binding upon each successor in interest of the Owners thereof. Each and all of these limitations, easements, uses, obligations, covenants, conditions and restrictions shall be deemed to be, and shall be construed as, equitable servitudes, enforceable by any of the Owners of any of the individual Lots against any other Owner, tenant or occupant of the Lots, the real property, or any portions of it. ARTICLE I. DEFINITIONS Unless the context clearly indicates a different meaning, the terms used here, in the Project Documents, in any plans for the Development Property, and in any deeds regarding Lots in the Project shall have the meaning specified in this article. 1.1 "Architectural Control Guidelines" or "Guidelines" shall mean the written architectural review standards promulgated by the architectural control committee as provided Section 10.3. 1.2 "Articles" shall mean the articles of incorporation of the Association. 1.3 "Assessments" shall mean the regular and special assessments levied against each lot and its owner as provided in Article VI. 1.4 "Association" shall mean the association established hereunder to carry out the provisions of this Declaration. 1.5 "Board" shall mean the Board of Directors of the Association. 1.6 "Bylaws" shall mean the Association's bylaws as amended from time to time. 1.7 "Common Improvements" shall mean the "Road" (to its terminus at the western boundary of the Development Property) as labeled and shown on the map attached hereto and incorporated herein by reference as Exhibit E, the water system (water well(s), water-storage tanks(s), pumps, and water pipelines to enable connection by Owners to serve individual Lots), the sewage disposal system (holding tank(s), pumps, and other components to enable connection by Owners to serve individual Lots for the treatment of sewage solids and/or an effluent line with connection to the City's sewer main), and electrical and other utilities to serve the Common Improvements and to enable connection by Owners to serve individual Lots. 3 1.8 "Declarant" shall mean David J. Hull, individually as Trustee of the David J. Hull Living Trust, and D&J Investments, LLC, a California limited liability company and his/its successors and assigns. 1.9 "Declarant's Reserved Rights" shall mean Declarant's rights and interests reserved, retained, and/or granted in the Exchange & Development Agreement and/or Access Agreement. 1.9 "Declaration" shall mean this instrument as amended from time to time. 1.10 "Dwelling" shall mean a single-family residential dwelling unit, together with garages and permissible accessory structures on the same Lot. 1.11 "Improvement" shall mean Structures, as defined herein, substantial plants such as trees, hedges, shrubs, bushes and major landscaping of any kind. "Improvement" shall include any excavation, fill, ditch, diversion dam or other thing or device that affects or alters the natural flow of surface or subsurface water from, upon, under or across any portion of the Project. "Improvement" shall also mean any utility line, conduit, pipe or other related facility or equipment. 1.12 "Individual Charges" shall mean those charges levied against an Owner or Member by the Association as provided in Section 6.5. 1.13 "Lot(s)" shall mean anyone of the three (3) to seven (7) residential lots of the Project and, where applicable, such other properties that, in the discretion of the Association, are admitted to membership. 1.14 Map shall mean that certain Tentative Map, consisting of two pages, the first of which is entitled "Existing Condition" and the second of which is entitled "Proposed Condition," as true and correct copy of which is attached hereto and incorporated herein by reference as Exhibit D. 1.15 "Member" shall mean a person entitled to membership in the Association as provided herein. Each Owner or co-Owner of a Lot shall be a Member. 1.16 "Mortgage" shall mean a mortgage or deed of trust encumbering a Lot or other portion of the Project. A "mortgagee" shall include the beneficiary under a deed of trust. A "first mortgage" or "first mortgagee" is one having priority as to all other mortgages or holders of mortgages encumbering the same Lot or other portions of the Project. A "first mortgagee" shall include any holder (including FHLMC and FNMA), insurer (including FHA) or guarantor (including VA) of a first mortgage on a Lot or other portion of the Project. "FHLMC" shall mean the Federal Home Loan Mortgage Corporation. "FNMA" shall mean Federal National Mortgage Association. "FHA" shall mean the Federal Housing Administration of the United States Department of Housing and Urban Development. "VA" shall mean the 4 Veterans Administration of the United States Department of Housing and Urban Development. 1.17 "Owner" shall mean any person or persons, entity or entities, or combinations thereof, holding a record fee ownership interest in a Lot, including Declarant, and contract sellers. "Owner" shall not include persons or entities that hold an interest in a Lot merely as security of the performance of an obligation. 1.18 "Project" shall mean the entire parcel(s) of real property described in Exhibit A, which is or shall be reconfigured into Lots. 1.19 "Project Documents" shall mean this Declaration and the Articles, Bylaws, Rules and regulations of the Association, including any architectural control guidelines and easements of record reserved or granted to or by the Declarant or Association, and shall include the Exchange & Development Agreement and Access Agreement. 1.20 "Rules" shall mean the rules, if any, promulgated by the Association to govern the possession, use and enjoyment of the Project as amended from time to time. 1.21 "Structure" shall mean any tangible thing or device to be fixed permanently or temporarily to real property including, without limitation, any Dwelling, building, garage, accessory dwelling unit, driveway, bikeway, walkway, concrete pad, asphalt pad, porch, patio, shed, greenhouse, bathhouse, tennis court, pool, barn, stable, fence, wall pole, sign, antenna, sprinkling system or tent. ARTICLE II. PROPERTY 2.1. Property Subject to Declaration. All of the real property described in Exhibit A is hereby declared to be subject to this Declaration. 2.2. Common Improvements Ownership & Easements; Water Development Restrictions. The Declarant, and then upon its formation the Association, shall be granted / reserve in any conveyance creating an Owner's interest in a Lot, an exclusive easement in gross for use, maintenance, and control of the Common Improvements for the use and benefit of the Project, and shall convey to the Owner a non-exclusive easement for use of the Common Improvements, including on the Owner's Lot, provided that said exclusive easement shall not be made appurtenant to any land other than that described in Exhibit A unless otherwise approved by the Association as provided in this Declaration. The Common Improvements shall be maintained by the Association as provided in Section 5.3.A. The Declarant, and then upon its formation the Association, shall own the personal property comprising the Common Improvements. 5 The right to drill wells or develop water on any of the Lots is hereby exclusively reserved to the Declarant and, once formed, the Association, which shall have the sole right to perform those activities, subject to certain restrictions set forth in Section 5.3.E. No Lot Owner may drill for water or develop water without the express written permission of the Association. 2.3. Incidents of Lot Ownership, Inseparability. Every Lot shall have appurtenant to it the following interests: (a) A membership in the Association; and, (b) a non-exclusive easement for use and enjoyment of the Common Improvements subject to the easements of record and these covenants, conditions, and restrictions. Limitations, easements and lien as are contained in the Project Documents and subject to other reasonable regulation by the Association. Such interests shall be appurtenant to and inseparable from ownership of the Lot. Any attempted sale, conveyance, hypothecation, encumbrance or other transfer of those interests without the Lot shall be null and void. Any sale, conveyance, hypothecation, encumbrance or other transfer of a Lot shall automatically transfer these interests to the same extent. 2.4. Owner's Obligation to Maintain Lot. Except as otherwise specifically provided herein, each Owner shall at all times maintain and repair all portions of his/her/its Lot, keeping the same in a safe, sanitary and attractive condition. Grasses, bushes and vegetation shall be controlled in such a manner so as to avoid becoming a fire hazard to surrounding property. Owners shall at all times maintain Structures on their Lot, and their Lot generally, such that it adheres to minimum standards for fire mitigation and safety on individual Lots as promulgated by CalFire or any successor agency as well as any fire or safety Rules of the Association. In the event an Owner fails to maintain and repair a Lot as provided herein, including in a manner which the Board reasonably deems necessary to preserve the safety, appearance and value of the Project, the Board may notify the Owner of the required maintenance or repair and request that it be done within a reasonable and specified time period. In the event that the Owner fails to carry out such maintenance or repair within said period, the Board shall have the right to enter upon the Lot to cause such maintenance / repair to be done and, subject to the notice and hearing requirements of Section 7.2.A (2), individually charge the cost thereof to such Owner. Notwithstanding the foregoing, in the event of an emergency arising out of the failure of an Owner to maintain or repair a Lot, the Board shall have the right to abate the emergency and, subject to the notice and hearing requirements of Section 7.2.A (2), individually charge the cost thereof to such Owner. 2.5 Declarant's Reserved Rights. Each Lot, including upon any conveyance to an Owner, is hereby declared to be subject to Declarant's Reserved Rights. 2.6 Delegation of Use; Contract Purchasers, Lessees, Tenants. Any Owner may delegate their rights of use and enjoyment in the Project in a reasonable manner 6 to the Owner's family members, guests, and invitees, and to such other persons as may be permitted by the Project Documents, subject however, to the Project Documents and Rules, and subject to the number of persons or frequency of use not being unreasonable. However, if an Owner sells a Lot to a contract purchaser, or has leased or rented it, the Owner, and the Owner's family members, guests, and invitees, shall not be entitled to use or enjoy the Project while the Owner's Lot is occupied by such contract purchaser, lessee, or tenant. Instead, the contract purchaser, lessee, or tenant, while occupying such Lot, shall be entitled to use and enjoy the Project, to the extent the Owner would otherwise be permitted to do so, and may delegate the rights of use and enjoyment in the same manner as if such contract purchaser, lessee, or tenant were an Owner during the period of occupancy. During the time period an Owner's Lot is occupied by a contract purchaser, such contract purchaser shall have the right to exercise such Owner's voting rights (as to such Lot) in the Association and such Owner shall give to such contract purchaser, upon demand, such proxies as are necessary to exercise the Owner's voting rights (as to such Lot) in the Association. Each Owner shall notify the secretary of the Association of the names of any contract purchasers, lessees, or tenants of that Owner's Lot. Any delegated rights of use and enjoyment are subject to suspension to the same extent as are the rights of an Owner. 2.7. Responsibility for Damage to Common Improvements. The cost and expense of repair or replacement of any portion of the Common Improvements resulting from the willful or negligent act of an Owner, or the Owner's contract purchasers, lessees, tenants, family, guests, or invitees, or any of their agents, servants, or employees, shall be, in addition to the party directly at fault, the responsibility of such Owner to the extent that it is not covered by insurance maintained by the Association. The Association shall cause such repairs and replacements to be made and, subject to the notice and hearing requirements of Section 7.2.A (2), individually charge the cost thereof, including any insurance deductible, to such Owner. 2.8 Reservation of Easements to Complete, Sell. Declarant hereby declares that the following easements shall be reserved over the Project to themselves and their successors and assigns to the extent reasonably necessary to complete and sell, lease, rent or otherwise dispose of the Lots: Easements for ingress and egress, drainage, encroachment, maintenance of temporary structures, operation and storage of construction equipment and vehicles, for doing all acts reasonably necessary to complete, repair, or develop the Project, or to discharge any other duty of Declarant under the Project Documents or sales contracts or otherwise imposed by law. This easement shall exist until the last Lot is conveyed by Declarant. Declarant covenants to use the above easements in a manner that will reasonably minimize any adverse impact upon the possession, use and enjoyment of the Owners. 2.9. Utilities. Whenever sanitary sewer, water, electric, gas, television, telephone lines or other utility connections are located or installed within the Project, the Owner of each Lot served by said connections shall be entitled to the 7 use and enjoyment of such portions of said connections for service to such Lot. Every Owner shall pay all utility charges, which are separately metered or billed, to the Owner's Lot. Every Owner shall maintain installations specifically arranged to be maintained by the Association or utility companies, public or private. The Association and utility companies shall have the right, at reasonable times after reasonable notice, to enter upon the Lots and Common Improvements to discharge any duty to repair or maintain Project utilities. Whenever sanitary sewer, water, electric, gas, television, telephone lines or other utility connections are located within the Project, the Owner of a Lot served by said connections shall have the right to, and is hereby granted, an easement as reasonably necessary to, at reasonable times after reasonable notice, enter upon the Project Lots or Common Improvements, or to have his agents or utility companies enter upon the Project Lots or Common Improvements, in order to maintain or repair said connections as and when reasonably necessary. In the event of a dispute between Owners with respect to the maintenance or repair of said connections, or with respect to the sharing of the cost thereof, then the matter shall be submitted to the Board for arbitration, whose decision shall be final. 2.10. Easements & Maintenance. Easements over and under the Project for the installation, repair, and maintenance of sanitary sewer, water, electric, gas, and telephone lines, cable or master television antenna lines, and drainage facilities, as serve the Project, are hereby reserved for Declarant and the Association, together with the right to grant and transfer the same. Subject to the Exchange & Development Agreement and Access Agreement, the Association shall maintain the Common Improvements and, with respect to utilities, to points of connection for individual Lots, except for those installations specifically arranged to be maintained by an Owner or utility companies, public or private. ARTICLE III. USE RESTRICTIONS In addition to all of the covenants contained herein, the use of the Project and each Lot therein shall be subject to the following use restrictions. 3.1. Conditions of Approval to Develop Single Family Residence on Lot. The use and improvement of the Project shall comply with the mitigation measures, adopted by the City, attached hereto as (Ex.F) and any conditions of approval as may be lawfully required by governing agencies. Further, unless variance is approved in writing by the City of Ukiah: (a) if a Lot is developed with a single-family residence before its annexation into the City becomes final, the development of that Lot shall comply with the mitigation measures in Exhibit F including compliance with Ukiah City Code Sections 9135-9139, with compliance being a condition of said development and subject to determination and approval by the Association in consultation with the City; and, (b) if a Lot is developed with a single-family 8 residence after its annexation into the City becomes final, the Lot Owner shall comply with said Ukiah City Code sections with compliance being a condition of said development and subject to determination and approval by the City. 3.2. Use of Individual Lots. No Lot shall be occupied and used except for single- family residential purposes by the Owners, their contract purchasers, lessees, tenants, or guests, and no commercial business shall be conducted therein except as may be allowed by the City of Ukiah residential zoning code. 3.3. Nuisances. No noxious, illegal, or offensive activities shall be carried on in any Lot, nor on any other part of the Project, nor shall anything be done therein that may be or may become an annoyance or a nuisance to or that may in any way interfere with the quiet enjoyment of each of the Owners with regard to their respective Lot, or that shall in any way increase the rate of insurance of the Project or for any other Lot, or cause any insurance policy to be canceled or cause a refusal to renew the same. Without limiting any of the foregoing, no Owner shall permit noise, including but not limited to, the barking of dogs, radios, televisions, music, or sound systems, to emanate from the Owner's Lot, which noise would unreasonably disturb another Owner's quiet enjoyment of his Lot. Each Owner shall be responsible for compliance with this provision by all persons and permitted animals upon the Owner's Lot. 3.4. Re-Subdivision of Lots. Once finally established by Declarant, as may be determined by Declarant in Declarant's sole discretion, none of the Lots within the Development Property shall be re-subdivided or split into Lots of a lesser size than the size of the original Lot as finally established by Declarant. Once Declarant sells or causes the sale of an established Lot to another Owner, Declarant shall not maintain the right, absent the Owner's consent, to reconfigure said owner's lot; Notwithstanding that, such Owner shall comply with, consent to, and take all other action reasonably necessary to effect a boundary line adjustment of lands within the Development Property as may at any time be desired by Declarant, including by participating in and consenting to such an adjustment that includes the Owner's Lot, if the end result of the adjustment does not alter the boundaries of the Owner's Lot. 3.5 Chang Grades, Slopes and Drainage. No change in the established grade or elevation of the Lots and no change in the established slope or ratio of the cuts and fills that alters established drainage patterns shall be permitted without the prior written consent of the Association and written approval of governing agencies, as applicable. Permission to make any such change shall not be unreasonably withheld if reasonably necessary to comply with Ukiah City Code Section 9135-9139. Declarant reserves the right to make any and all cuts and fills on said property and on the building sites included therein and to do such grading as in their judgment may be necessary to grade streets and Lots, or any part thereof, as may be deemed reasonably necessary or beneficial for the Project. Each of the Owners of the Lots covenants to permit free access by Declarant and Owners of adjacent Lots to slopes and drainage ways located on his property when such access is required for the maintenance or permanent 9 stabilization of said slopes or maintenance of the drainage facilities or for the protection and use of property other than the Lot on which the slope or drainage way is located. 3.6. Prohibitions Regarding Objectionable Vehicles. All of the following vehicles and categories of vehicles are hereby designated as "objectionable vehicles" which shall be subject to the special restrictions of this section a. Any over-sized vehicle, including any bus or aircraft, or any vehicle that exceeds 12,000 pounds gross vehicle weight, or that has a wheelbase exceeding 133 inches; b. Any farm vehicle or equipment; c. Any boat; d. Any trailer designated to be pulled by any other vehicle; e. Any vehicle within the generally recognized category of recreational vehicle, including, without limitation, motorcycle, all-terrain vehicles, a camper or camper body that is or may be mounted upon a pickup truck; f. Any inoperable vehicle; and g. Any off-road unlicensed motor vehicle. No objectionable vehicle may be permanently parked anywhere within Project (including any street, driveway, or yard area) unless it is enclosed within a garage or screened by fencing so as not to be generally visible from any street or from any Lot. Except for the occasional, temporary periods of not more than eight (8) hours, any Owner who parks or permits the prohibited parking of any objectionable vehicle on the Project shall be deemed to commit a nuisance within the meaning of Section 3.3, which may be actionable as provided in Article VII of the Declaration. No vehicle of any type (including regular passenger cars, trucks, motorcycles, bicycles or any objectionable vehicle) shall be parked on any street or other portion of the Project for the purpose of accomplishing repairs thereto or the reconstruction thereof, except for emergency repairs and then only to the extent necessary to enable movement of the vehicle. Violation of this prohibition against repairing vehicles shall also constitute a nuisance within the meaning of Section 3.3. 3.7. Sins. No signs of any kind shall be displayed to the public view from any Lot or from the Common Improvements without the approval of the Board except (i) one sign of customary and reasonable dimensions advertising a Lot for sale, lease, rent, or exchange displayed from the Lot, (ii) such signs as may be used by Declarant or its assignees for the purpose of selling, renting or leasing Lots as permitted by Section 2.8, and (iii) such other signs or notices as are required by law, as are otherwise necessary to perfect a right provided for in law or as are required to be permitted by law. 3.8 Animals. No animals, livestock, reptiles or poultry of any kind shall be raised, bred, or kept on any portion of the Project; except that three dogs and three cats may be kept on a Lot. Pets must be kept under reasonable control at all times and no pets shall be allowed to roam unattended or unleashed within the Project. 10 3.9 Garbage and Refuse Disposal. All rubbish, trash, garbage, and other waste shall be regularly removed from the Project, and shall not be allowed to accumulate thereon. Rubbish, trash, garbage and other waste shall be kept in covered, sanitary fly-proof containers. All equipment, garbage cans, woodpiles, storage piles or trash piles shall be kept screened and concealed from view of other Lots and the Road and other roads within the Project, except for the scheduled day for trash pickup. The burning of trash or garden refuse anywhere within the Project is absolutely prohibited, and there shall be no exterior fires whatsoever except for fires contained within barbeques, outdoor lanterns or similar equipment designed for the containment of a small fire. 3.10 Right to Lease. Nothing in this Declaration shall prevent an Owner from leasing or renting their Lot. However, any lease or rental agreement shall be in writing and shall be expressly subject to the Project Documents and any lease or rental agreement must specify that failure to abide by such provisions shall be a default under the lease or rental agreement. In addition, no Lot shall be leased or rented for a period of less than thirty (30) days. 3.11 Wells, Derricks and Mines; Water Development. No wells for the production of or from which there is produced water, oil, steam, or gas shall be operated upon any Lot; nor shall any machinery, appliance or structure be placed, operated or maintained thereon for use in connection with any trading, manufacturing or repairing business. No mining or quarry operations of any kind shall be permitted upon or in any Lot, nor shall any oil wells, tanks, tunnels, mineral excavations or shafts be permitted upon any Lot. No development of any water source shall be conducted on a Lot absent the written consent of the Board. 3.12 Radio and Television Antennas, Satellite Dishes. No Owner may construct, use, or operate his own external radio, television or other electronic antenna or satellite-receiving dish without the prior written consent of the Board. No citizens band or other transmission shall be permitted from the Project without the written consent of the Board. 3.13 Clotheslines. No outside clotheslines or other similar outside clothes drying facility shall be visible from any other Lot or the Road unless approved in writing by the Board. 3.14 Window Coveringus. All windows shall be covered by draperies, shades, or shutters and shall not be painted or covered by foil, cardboard, or similar materials. 3.15 Temporary Structures. Except as provided in this Declaration or as is permitted in the Exchange & Development Agreement for Declarant's (or their caretaker) temporary use to facilitate the Project's development, no tents, shacks, trailers, basement, garage or outbuildings shall, at any time, be used on any Lot as a residence, either temporarily or permanently nor shall any residence of a temporary character be constructed, placed or erected on any Lot. 11 3.16 Upkeep of Real Property. Each Lot Owner covenants to keep, maintain, water, plant and replant all areas, slopes, banks, rights-of-way, and set back areas located on his/her/its Lot so as to prevent erosion and present an attractive, clean, and wholesome appearance at all times. 3.17 Uses of Garages. No single-family dwelling unit shall be constructed or maintained on a Lot without a garage large enough to contain two standard size automobiles, which garage shall be used to park the automobile(s) belonging to the Owner or occupants of the Lot and for other purposes compatible with such use. Automobiles are to be kept in the garage when not in use. The use of carports in place of garages is specifically prohibited. 3.18 Diliguence in Construction. The work of constructing and erecting any building or Structure shall be prosecuted diligently and continuously from the commencement thereof until the same is completed. No outbuilding shall be completed prior to the completion of the Dwelling, except that temporary office and storage buildings may be erected for workman engaged in building a Dwelling on said property. Such temporary structures must be removed as soon the Dwelling is completed. All structures shall be suitably painted, colored and stained immediately upon completion of construction as per plans and specifications. The construction schedule shall be submitted as part of the plans and specifications and shall be subject to the approval of the Board. 3.19 Easements and Rights-of-Way. No Structure shall be constructed within an easement area, or as such that it might interfere with the purposes for which such an easement exists, without written approval of the Board. 3.20 Compliance with Project Documents. Each Owner, contract purchaser, lessee, tenant, guest, invitee, or other occupant of a Lot or user of the Common Improvements shall comply with the provisions of the Project Documents. 3.21 Compliance with Mitigation Measures. Prior to annexation of the Development Property by City, the Owners of the any Lots that commence residential development of their Lot shall implement the mitigations measures imposed by the City of Ukiah in approving the Exchange & Development Agreement, which measures are attached hereto and incorporated herein by reference as Exhibit F. ARTICLE IV. THE ASSOCIATION MEMBERSHIP AND VOTING 4.1 Association. Until the Association is formed the Declarant, and once formed the Association, will be charged with the duties and empowered with the rights as set forth herein. It shall not be required that there be an incorporated Association. This Declaration (and any articles, bylaws, or the rules of the Association) shall 12 govern the Association's affairs. However, in any conflict between this Declaration and any such articles, bylaws, or rules, this Declaration shall control. 4.2 Membership. Each Owner, including Declarant, shall be a Member of the Association and shall remain a Member thereof until such time as that Owner's ownership ceases for any reason at which time that Owner's membership in the Association shall automatically cease. Notwithstanding that, although the City will own a portion of the Development Property (the area labeled "Additional Development Area" on Exhibit A), it will not be a Member of the Association and it has, pursuant to the Exchange & Development Agreement, irrevocably assigned to Declarant all voting and other rights, interests, and privileges as would otherwise inure to the benefit of an Association Member as being an Owner of a portion of the lands comprising, including a Lot within, the Development Property. Owners of property adjacent to or near the Project may, from time to time, be admitted into membership by the Association, as provided hereafter. 4.3 Transferred Membership. Membership in the Association shall not be transferred, pledged, or alienated in any way except upon the transfer of an Owner's ownership of the Lot to which that ownership is appurtenant, and then only to the new Owner. Any attempt to make a prohibited transfer is void. Any transfer of title to a Lot or interest in it shall operate automatically to transfer the appurtenant membership rights in the Association to the new Owner. 4.4 Votin . The Association shall have only one class of voting membership. The Owners shall be entitled to one vote for each Lot owned, except that until the portion of the Development Property labeled "Additional Development Area" on Exhibit A is finally reconfigured by Declarant, the Owner of said area (presently Declarant) shall be entitled to five (5) votes for said area (one for each of the five prospective Lots to be configured in said area); provided, however, that for each Lot configured as a legal parcel in said area and sold by or at the direction of Declarant, said number of votes attributable to the Additional Development Area shall be reduced by one. If the owners of property outside the Project are admitted to membership, they shall be entitled to one vote per property admitted. However, should any such property be further subdivided and separately assessed under this Declaration, each separately assessed parcel shall be entitled to one vote. When more than one person or entity owns a Lot, all such persons and entitles shall be members and the voting Owner shall exercise the vote for such Lot, but, in no event, shall more than one vote be cast with respect to any Lot. The record Owners of each Lot shall designate the voting Owner by written notice to the Board. The designation shall be revocable at any time by actual notice to the Board given by any of the Lot Owners of record or by the death or judicially declared incompetence or legal incapacity of any voting Lot Owner. When no voting Owner has been designated or the designation has been revoked, the vote for such Lot shall be exercised by the majority of co-Owners of that Lot. 4.5 Voting Procedures. Actions taken at meetings of the Association, unless otherwise required herein or by law, shall be by affirmative vote of a majority of Lot Owners present (one vote for each Lot). The admittance of new Members to the 13 Association shall be made only upon a vote of 66-2/3% or more of the Members. The vote on any proposed action may be by verbal response, by show of hands, or by secret ballot; provided, however, that elections for directors shall be by secret ballot. 4.6 Notices and Quorum and Location of Meeting. Written notice to the Members of the Association of any meeting of the Association, regular or special, shall be sent by the secretary to all members not less than ten (10) days nor more than ninety (90) days in advance of the meeting. Except as provided hereinafter, at any meeting called, the presence of Members or other proxies entitled to cast at least fifty percent (50%) of the total voting power of the Association shall constitute a quorum. If any meeting cannot be held because the required quorum is not present, the majority of the Members present in person or by proxy may adjourn the meeting to a time not less than five (5) days nor more than thirty (30) days from the time the original meeting was called. In the absence of a quorum, no business may be conducted except the adjournment thereof. The first meeting of the Association shall be held within forty-five (45) days after the closing of the sale by Declarant of the second Lot in the Project, but in no event shall the meeting be held later than six (6) months after the closing of the sale of the first Lot by Declarant. Thereafter, the annual meeting of the Association shall be held on the day and time set forth in the bylaws. A special meeting of the Members of the Association shall be promptly called by the president, or, if the president fails or refuses to do so, by a director, upon: a. The vote of the Board itself; or b. Receipt by the Board of a written request for such a special meeting signed by Members representing at least twenty percent (20%) of the total voting power of the Association. The location of all such meetings shall be within the Project or as close thereto as is practicable and the written notice of such meeting shall state its location, specifying the place, day and hour and, in the case of a special meeting, the nature of business to be undertaken. 4.7 Board of Directors. The Board shall ultimately consist of one representative for each Lot in the Development Property plus five (5) representatives for the Owner of that portion of the Development Property labeled "Additional Development Area" on Exhibit A.; provided, however, that for each Lot configured as a legal parcel in said Additional Development Area and sold by or at the direction of Declarant, the Board shall then consist of one additional representative for such Lot and one less representative for the remaining Additional Development Area; i..e the Board will ultimately consist of representatives of each of the 3 to 7 Lots to be configured within the Development Property. The initial Board shall consist of the Declarant and one representative for any Lots owned by persons other than the Declarant. 14 Notwithstanding the foregoing, although the City will own a portion of the Development Property (the area labeled "Additional Development Area" on Exhibit A), it will not be a Member of the Association or a member of the Board and it has, pursuant to the Exchange & Development Agreement, irrevocably assigned to Declarant all voting and other rights, interests, and privileges as would otherwise inure to the benefit of an Association Member or an Owner of a portion of the lands comprising, including a Lot within, the Development Property. The Board shall undertake all duties and responsibilities of the Association and the management and conduct of the affairs thereof. ARTICLE V. ASSOCIATION POWERS, RIGHTS, DUTIES, LIMITATIONS 5.1 Generally. The Association shall have the power to perform any action reasonably necessary to exercise any right or discharge any duty enumerated in this Article or elsewhere in the Project Documents or reasonably necessary to operate the Project. In addition, the Association shall have all the powers and rights of such associations under the laws of the State of California. The Association shall act through its Board and the Board shall have the power, right and duty to act for the Association. The powers, rights, duties, and limitations of the Association set forth in this Article and elsewhere in the Project Documents shall vest in and be imposed on the Association on the occurrence of the earlier of(i) the conveyance of any of the Common Improvements to the Association, or (ii) the first conveyance by Declarant of a Lot in the Project. 5.2. Enumerated Rights. In addition to those Association rights that are provided elsewhere in the Project Documents, the Association shall, without limitation, have the following rights: A. Dele ation. To elect, employ, appoint, assign and delegate the rights and duties of the Association to officers, employees, agents and independent contractors, except the Board may not delegate its right and power to levy fines, hold hearings or impose disciplinary actions. B. Enter Contracts. To enter contracts with third parties to furnish goods or services to the Project. C. Dedicate and Grant Easements. To dedicate or transfer all or any part of the Common Improvements or easements therof to any public agency, authority, or utility or any other person or entity for such purposes and subject to such conditions as may be agreed to by the Association; provided, however, that no such dedication or transfer shall be effective unless (i) such dedication or transfer is approved by a majority of the Members, and (ii) an instrument in writing is signed 15 by the secretary of the Association certifying that such dedication or transfer has been approved by the required vote or written consent. D. Established Rules. To adopt reasonable rules not inconsistent with the Declaration, the Articles, or the Bylaws relating to the use of the Common Improvements and facilities owned or controlled by the Association and the conduct of Owners and their contract purchasers, lessees, tenants and guests with respect to the Project and other Owners. A copy of the Rules shall be mailed or otherwise delivered to each Owner. E. Entry. To enter upon any portion of the Common Improvements at any time, or otherwise upon any Lot after giving forty-eight (48) hours written notice to the Owner thereof, for any purpose reasonably related to the performance by the Association of its duties under this Declaration. In the event of an emergency, such right of entry upon any Lot shall be immediate. Any damage caused by such entry shall be repaired or otherwise reasonably compensated for by the Association. 5.3 Enumerated Duties. In addition to those Association duties that are imposed elsewhere in the Project Documents, the Association shall have the following duties. A. Manage, Maintain Common Improvements. To manage, operate, improve, maintain, repair and replace the Common Improvements including private roads, streets or drives, water system, and related facilities, including personal property, in a safe, sanitary and attractive condition. B. Enforce Project Documents. To enforce the provisions of the Project Documents by appropriate means as provided in Article VII. C. Levy and Collection of Assessments and Individual Charges. To fix, levy and collect assessments and individual charges in the manner provided in Articles VI and VII. D. Taxes and Assessments._To pay all real and personal property taxes and assessments and all other taxes levied against the Common Improvements, if any, and other property owned by the Association or against the Association. Such taxes and assessments may be contested or compromised by the Association; provided, however, that they are paid or that a bond insuring payment is posted before the sale or the disposition of any property to satisfy the payment of such taxes. To prepare and file any annual tax returns requested by the federal government and/or the State of California and to make such elections as may be necessary to reduce or eliminate the tax liability of the Association. E. Water and other Utilities. To create and maintain a water system, sewer system, and electrical system for the benefit of the Lots. To acquire, provide 16 and pay for utility services as necessary for the Common Improvements. In order to fulfill the Association's duty to create and maintain a water system, it is hereby reserved to the Association all water rights in each of the Lots, whether it is surface water, spring water, or subterranean water. The Association shall have the right to drill a well on any of the Lots in the Project, subject to the following*. (1) Such well shall be reasonably necessary in order to provide water to the Lots in the Project. (2) Such well shall be situated in such a way as to not diminish the value of the Lot on which it is drilled to any greater extent than does the existing well diminish the value of the Lot on which it is located. (3) No well shall be drilled in the front yard of any Structure on the Lot, nor shall it be located any closer than 100 feet from a residence. (4) In the event of any dispute concerning the drilling or location of a well on any Lot the dispute shall be submitted to the Association for resolution before resort to any legal action. Approval of the proposed well shall be by vote of at least 66 2/3% the membership excluding the vote attributable the Lot on which the proposed well will be situated. F. Legal and Accounting. To obtain and pay the cost of legal, accounting, and other professional services necessary or proper to the maintenance and operation of the Project and the enforcement of the Project Documents. G. Insurance. To obtain and pay the cost of insurance for the Project as provided in Section 8.1. H. Bank Accounts. To deposit all funds collected from Owners pursuant to Articles VI and VII hereof and all other amounts collected by the Association as follows: (1) All funds shall be deposited in a separate bank account ("general account") with a bank located in the State of California. The Association shall keep accurate books and records regarding such account. The Association may use funds deposited in such account only for the purposes for which such funds have been collected. (2) Funds which the Association shall collect for reserves for capital expenditures relating to the repair, maintenance, or improvement of the Common Improvements, and for such other contingencies as are required by good business practice, shall, within ten (10) days after deposit in the general account, be deposited into an interest-bearing account with a bank or otherwise prudently invested, which shall all herein be collectively referred to as the "reserve account." Funds deposited into the reserve account shall be held in trust and may be used by the Association only for the purposes for which such amounts have been collected. 17 Withdrawal of funds from the Association's reserve account shall require the signatures of the Board Treasurer and one other member of the Board. I. Preparation and Distribution of Financial & Member Information. (1) Financial statements for the Association shall be prepared and distributed to all Members, regardless of the number of Members or the amount of assets of the Association, at least yearly. The Board shall also annually distribute, within sixty (60) days prior to the beginning of the fiscal year, a statement of the Association's policies and practices, if any, in enforcing its remedies against members for defaults in the payment of regular and special assessments, including the recording and foreclosing of liens against Member's Lots. (2) The Board shall cause to be kept adequate and correct books of accounts, a register of members, minutes of Board, and committee meetings, a record of all corporate acts, and other records as are reasonably necessary for the prudent management of the Project and to present a statement thereof to the members at the annual meeting of members, or at any special meeting when requested in writing by twenty percent (20%) of the voting power of Members. (3) The membership register (including names, addresses, and telephone numbers), books of account and minutes of meetings of the Board and of committees, shall be made available for inspection and copying by any Member of the Association, or by his/her duly appointed representative, at any reasonable time and for a purpose reasonably related to his interest as a Member, at the principal office of the Association or at such other place within the Project as the Board shall prescribe. J. Statement of Status. To provide, upon the request of any Owner or mortgagor or mortgagee a written statement setting forth the amount, as of a given date, of any unpaid assessments, individual charges, or other debts or arrearages chargeable against any Owner or Lot. Such statements, for which a reasonable fee may be charged, shall be binding upon the Association in favor of any person who may rely thereon in good faith. K. Architectural Control. To provide architectural control of the improvements of the Project as provided in Article X. 5.4 Obligations on Assignment by Declarant. Upon Declarant's assignment of any of Declarant's obligations in the Exchange & Development Agreement and/ or Access Agreement to the Association, and as may be required by said agreements: (1) the Association shall assume and comply with all obligations of Declarant and the Association as specified in the applicable provisions of the Exchange & Development Agreement and Access Agreement; (2) the Association shall assess Members for the full amount required to cover the full costs of the Declarant's or the Association's obligations under said agreements; (3) the provisions in this section 5.4 are not subject to amendment by the Association or its members or by any court; 18 and, (4) the City and the owners of the real properties more particularly described in Exhibit G attached hereto and incorporated herein by this reference, are third party beneficiaries of these subsections (1)-(4) of this section 5.4 as to their respective right, title, and interest in and to the lands owned by said parties that are affected by such obligations. Notwithstanding the preceding sentence, should the Association fail to exist as a separate legal entity, the collective owners of the Development Property shall be deemed the Association for purposes of this provision. ARTICLE VI. ASSESSMENTS 6.1. Covenants for Assessments and Individual Charges. Declarant, for each Lot owned by Declarant, hereby covenants and agrees, and each Owner, by acceptance of a deed to a Lot, or by subsequent recorded acceptance of this Declaration, is deemed to covenant and agree for each Lot owned, whether or not it shall be expressly set forth in any such deed or other conveyance, to pay to the Association all regular assessments and all special and emergency assessments (collectively "assessments"), and all individual charges, to be established and collected as provided in this Declaration and in the other Project Documents, and to vest in the Association the right, power and authority to bring all actions for the collection of such charges and for the enforcement of the lien created hereby. The right and power of the Association, and such obligation, shall run with the land so that each successive Owner or Owners of record of a Lot in the Project, or a property subsequently admitted to the Association, shall in turn become liable to pay all such assessments which shall become a lien thereon during the time they are the Owner of record of any Lot. Each assessment levied by the Association under this article shall constitute a separate assessment. Each assessment, together with interest thereon, costs of collection and reasonable attorneys' fees incurred to enforce and/or collect any assessment, shall be a charge on the Lot and shall be a continuing lien upon the Lot against which each such assessment is made. The Association, as the agent of all Lot Owners, shall have a separate lien, and a separate lien with power of sale is hereby expressly created, upon each Lot against which an assessment is made to secure the payment of any assessment under this article. Each such lien for any particular assessment, including those paid in installments, shall likewise bear interest thereon if the same is not paid when due, and shall further include costs of suit and reasonable attorney's fees incurred to enforce and/or collect the same. The priority of all such liens shall be in inverse order so that any foreclosure sale pursuant thereto will be made subject to all liens securing the respective monthly charges on such Lot for preceding months. Each such assessment, together with interest and attorney's fees and costs, shall become the distinct and personal obligation of the Lot Owner at the time the assessment was due and shall bind the Owner's heirs, devisees, personal representatives, 19 successors, and assigns. However, the personal obligations for delinquent assessments shall not pass to an Owner's successor in title unless expressly assumed by such successive Lot Owner, but it may be foreclosed as herein provided. In the event of transfer of a Lot as a result of the exercise of the power of sale or judicial foreclosure involving a default under the first mortgage or deed of trust, the lien of assessments due and payable prior to such transfer shall be extinguished. No transfer of the Lot as the result of a foreclosure or execution of a power of sale shall relieve the new Owner, whether the former beneficiary of the first encumbrance or another person, from liability for any assessments thereafter coming due or from the lien thereof. No such assumption of personal liability by a successor Lot Owner shall relieve any previous Lot Owner of his personal liability for the delinquent assessment. After a record Lot Owner shall transfer, or record, title to a Lot, said Owner shall not be liable for any charge thereafter assessed against such Lot. A contract seller of any Lot shall continue to be liable for all such charges until a conveyance by such contract seller of the Lot subject to the assessment being recorded in the office of the County Recorder of the County of Mendocino, California. 6.2. Purpose of Assessments. The Board shall establish regular yearly assessments for the operation and maintenance of the Project. Regular assessments shall be due on the first day of the month following notice of the levy or as set forth in the notice of regular assessment. The purpose of regular assessments is to raise funds necessary to pay the anticipated costs of operating the Project during the fiscal year and to accumulate reserves to pay costs anticipated in future years. Not less than ninety (90) days before the beginning of each fiscal year, the Board shall prepare or cause to be prepared, and distribute to each Owner, a proposed budget. The proposed budget shall be prepared consistently with the prior fiscal year's budget and shall include adequate reserves for contingencies and for maintenance, repairs and replacements of the Common Improvements or Association personal property likely to need maintenance, repair or replacement in the future. Not more than ninety (90) days nor less than sixty (60) days before the beginning of each fiscal year, the Board shall meet for the purpose of establishing the budget and regular assessments for the forthcoming fiscal year. At such meeting, the Board shall review the proposed budget and written comments received and any other information available to it and, after making any adjustments that the Board deems appropriate, establish the budget and regular assessments for the forthcoming fiscal year. The regular assessment for each Lot may not be increased in any fiscal year more than twenty percent (20%) of the regular assessment for the preceding fiscal year, without the vote or written assent of Members constituting a quorum, casting a majority of the votes at a meeting of the Association's Board. 6.3 Special Assessments. If the Board determines that the estimated total amount of funds necessary to defray the common expenses of the Association for a 20 given fiscal year is or will become inadequate to meet expenses for any reason, including, but not limited to, unanticipated improvements on the Common Improvements, the Board shall determine the approximate amount necessary to defray such expenses, and if the amount is approved by the Board, it shall become a special assessment. The Board may, in its discretion, provide for the payment in installments of such special assessment over the remaining months of the fiscal year or levy the entire assessment immediately against each Lot. Special assessments shall be due on the first day of the month following notice of their levy or as set forth in the notice of special assessment. 6.4 Emergency Assessments. Notwithstanding any other provision contained herein, the Board may increase assessments necessary for emergency situations. For purposes of this section, an emergency situation is any one of the following: a. an extraordinary expense required by an order of a court; b. an extraordinary expense necessary to repair or maintain the property, the Common Improvements, or any portion of the same, for which the Association is responsible where a threat to personal safety on the property is discovered; c. an extraordinary expense necessary to repair or maintain the property, the Common Improvements, or any portion of the same, for which the Association is responsible that could not have been reasonable foreseen by the Board in preparing and distributing the pro forma operating budget. However, prior to the imposition or collection or an assessment under this section, the Board shall pass a resolution containing written findings as to the necessity of the extraordinary expense involved and why the expense was not or could not have been reasonably foreseen in the budget process. 6.5 Individual Charges. Individual charges may be levied against a Member (i) as a monetary penalty imposed by the Association as a disciplinary measure for the failure of a Member to comply with the Project Documents, or (ii) as a means of reimbursing the Association for costs incurred by the Association for repair or damage to Common Improvements and facilities for which the Member was responsible, or to otherwise bring the Member and the Member's Lot into compliance with the Project Documents. Such individual charges (other than reasonable late charges, interest, costs of collection and reasonable attorneys' fees related to the collection of assessments) shall not be enforceable through the lien provisions of the Project Documents. 6.6 Allocation of Regular and Special Assessments. Regular and special assessments (including Emergency Assessments) shall be levied against each Lot (and its Owner) equally, based on a fraction, the numerator of which is one (1) and the denominator of which is the total number of Lots in the Association. Notwithstanding that, until the portion of the Development Property labeled 21 "Additional Development Area" on Exhibit A is finally reconfigured by Declarant, said area shall be assessed an equivalent of 5 Lots (one for each of the five prospective Lots to be configured in said area); provided, however, that for each Lot hereafter configured as a legal parcel in said area and sold by or at the direction of Declarant, the assessment(s) attributable to the Additional Development Area shall be reduced by the equivalent of one Lot. 6.7 Creation of the Assessments Lien; Personal Obligation for Assessments and Individual Char es. The assessments, together with late charges, interest, costs and reasonable attorneys' fees, shall be a charge and a continuing lien upon the Lot against which each assessment is made, the lien to become effective upon recordation of a notice of delinquent assessment. All assessments and individual charges, together with late charges, interest, costs, and reasonable attorneys' fees incurred in enforcing and/or collecting delinquent assessments and individual charges, shall be the personal obligation of the Owner of such Lot at the time when the assessment or individual charges are due. If more than one Owner or entity was the Owner of a Lot at the time the assessment or individual charges became due, the personal obligation to pay each assessment and individual charge shall be joint and several. The personal obligation for delinquent assessments and individual charges shall not pass to any transferee unless expressly assumed by such transferee. No Owner may exempt himself from liability for an assessment or individual charge obligation by waiver of the use or enjoyment of any of the Project or its Common Improvements. ARTICLE VII. ENFORCEMENT OF RESTRICTIONS 7.1 General. The Association or any Owner shall have the right to enforce compliance with the Project Documents in any manner provided by law or in equity, including, without limitation, the right to enforce the Project Documents by bringing an action for damages, an action to enjoin the violation or specifically enforce the provisions of the Project Documents, to enforce the liens provided for herein (except that no Owner shall have the right to enforce independently of the Association any assessment, individual charge or assessment lien created herein) and any statutory lien provided by law, including the foreclosure of any such lien and the appointment of a receiver for an Owner and the right to take possession of the Lot in the manner provided by law. In the event the Association or any Owner shall employ an attorney to enforce the provisions of the Project Documents, against any Owner, the prevailing party shall be entitled to reasonable attorneys' fees and costs in addition to any other amounts due as provided for herein. All sums payable hereunder by an Owner shall bear interest at the maximum rate permitted by law from the due date, or if advanced or incurred by the Association, or any other Owner pursuant to authorization contained in the Project Documents, commencing fifteen (15) days after repayment is demanded. All enforcement powers of the Association shall be cumulative. Failure by the Association or any Owner to enforce any covenant or 22 restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. 7.2 Specific Enforcement Rights. In amplification of, and not in limitation of, the general rights specified in Section 7.1 above, the Association shall have the following rights: A. Enforcement by Sanctions. (1) Limitations. The Association shall have no power to cause a forfeiture or abridgement of an Owner's right to the full use and enjoyment of that Owner's Lot on account of a failure by the Owner to comply with provisions of the Project Documents except where the loss or forfeiture is the result of the of a foreclosure or sale under a power of sale for failure of the Owner to pay assessments levied by the Association. (2) Disciplinary Action. The Association may impose reasonable monetary penalties, temporary suspensions of reasonable duration (not to exceed thirty (30) days per violation) of an Owner's voting rights as a Member of the Association, or other appropriate discipline for failure to comply with the Project Documents. Notwithstanding the foregoing, the Association shall have no right to interfere with an Owner's right of ingress to or egress from the Owner's Lot or an Owner's otherwise lawful use of roads, water, sewer, or electrical services. Before disciplinary action authorized under this sub-section may be imposed by the Association, the Owner against whom such action is proposed to be taken shall be given notice and the opportunity to be heard as follows: (a) the Board shall give written notice to the Owner at least fifteen (15) days prior to the meeting at which the Board will consider imposing disciplinary action. Such notice shall set forth those facts which the Board believes justify disciplinary action and the time and place of the meeting; (b) at such meeting the Owner shall be given the opportunity to be heard, including the right to present evidence, either orally or in writing, and to question witnesses; (c) the Board shall notify the Owner in writing of its decision within three (3) days of the decision. The effective date of any disciplinary action imposed by the Board shall not be less than eight (8) days after the date of said decision. B. Suit to Collect Delinquent Assessment or Individual Charges. A suit to recover a money judgment for unpaid assessments or unpaid individual charges, together with late charges, interest, costs, and reasonable attorneys' fees, shall be maintainable by the Association. In the case of unpaid assessments, such suits shall be maintainable without foreclosing or waiving the lien securing such unpaid assessments. C. Enforcement of Lien. If there is a delinquency in the payment of any assessment or installment on a Lot, any amounts that are delinquent, together with the late charges, interest (at the maximum rate permitted by 23 law), costs of enforcement / collection and reasonable attorneys' fees, shall be a lien against that Lot upon the recordation in the office of the County Recorder of a notice of delinquent assessment. The notice of delinquent assessment shall be signed by an authorized representative of the Association and shall state the amount of the delinquent assessment, a description of the Lot assessed, and the name of the record Owner(s). The notice of delinquent assessment shall not be recorded unless and until the Board or its authorized representative has delivered to the delinquent Owner, not less than fifteen (15) days before the recordation of the notice of delinquent assessment, a written demand for payment, and the delinquency has not been cured within said fifteen (15) day period. The Board or its authorized representative may record a notice of default and may cause the Lot with respect to which a notice of default has been recorded to be sold in the same manner as a sale is conducted under California Civil Code Sections 2924-2924h (or any successor statute(s)), or through judicial foreclosure. As a condition precedent to the holding of any such sale under said code sections, the Board is authorized to appoint its attorney, any officer or director, or any title insurance company authorized to do business in California, as trustee for purposes of conducting the sale. If a delinquency, including assessments and other proper charges, is cured after recordation of the notice of delinquent assessment but before sale, or before completing a judicial foreclosure, the Board or its authorized representative shall cause to be recorded in the office of the county recorder a certificate setting forth the satisfaction of such claim and release of such lien. The Association, acting on behalf of the Owner, shall have the power to bid upon the Lot at foreclosure sale and to acquire, hold, lease, mortgage and convey the Lot. D. Transfer by Sale or Foreclosure. In a sale or transfer of the Lot pursuant to this section, the personal obligation for delinquent assessment or individual charges shall not pass to the transferee unless expressly assumed by the transferee. The sale or transfer of any Lot shall not affect the assessment lien nor the right of the Association to impose a lien for assessments, which became due prior to such sale or transfer. However, the sale or transfer of any Lot pursuant to the exercise of a power of sale or judicial foreclosure involving a default under a first mortgage shall extinguish the lien and right to lien for assessments that became due prior to such sale or transfer. No transfer of the Lot as the result of a foreclosure or exercise of a power of sale shall relieve the new Owner, whether it be the former beneficiary of the first mortgagee or another person, from liability for any assessments or individual charges thereafter becoming due or from the lien thereof. E. Waiver of Homestead Benefits. Each Owner to the extent permitted by law, waives, to the extent of any liens created pursuant to the Project Documents, the benefit of any homestead or exemption laws of California in effect at the time any assessment becomes due. 24 ARTICLE VIII. INSURANCE, DESTRUCTION, CONDEMNATION 8.1 Insurance. In addition to other insurance required to be maintained by the Project Documents, the Association shall obtain from generally accepted insurance carriers, and maintain in effect at all times, the following insurance. A. Liability Insurance. The Association shall obtain and maintain comprehensive public liability insurance insuring the Association, the Board, the Declarant, Owners, occupants of Lots, their respective family members, guests, invitees, and the agents and employees of each, against any liability incident to the Ownership, use, improvement, repair, or maintenance of the Common Improvements and Lots and including, if obtainable, a cross-liability or severability of interest endorsement insuring each insured against liability to each other insured. The limits of such insurance shall not be less than One Million Dollars ($1,000,000), or the minimum amount required by the Project Documents, whichever is higher, covering all claims for death, personal injury and property damage arising out of a single occurrence. Such insurance shall include coverage against any liability customarily covered with respect to projects similar in construction, location, and use. Such policy may provide for a deductible limit of up to Five Hundred Dollars ($500). B. Other Insurance. The Board shall purchase and maintain worker's compensation insurance, to the extent that law requires it, for all employees or uninsured contractors of the Association. The Board may also purchase and maintain fidelity bonds or insurance (which shall be in an amount not less than one hundred fifty percent (150%) of each year's estimated annual operating expenses and reserves and shall contain an endorsement of coverage for any person who may serve without compensation). The Board shall purchase and maintain insurance on personal property owned by the Association and any other insurance that it deems necessary or that is customarily obtained for projects similar in construction, location, and use. C. Owner's Liability Insurance. An Owner may carry whatever personal and property damage and liability insurance with respect to his Lot that such Owner desires. D. Owner's Fire Casualty and Extended Coverage Insurance. Each Owner shall obtain and maintain fire, casualty and extended coverage insurance for the full replacement value of all of the improvements on that Owner's Lot. An Owner may insure personal property. E. Officer and Director Insurance. The Association may purchase and maintain insurance on behalf of any director, officer, or member of a committee of the Association (collectively the "agents") against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Association would have the power to indemnify the agent against such liability under applicable law. 25 F. Waiver of Subrogation. All casualty and liability insurance carried by the Association, or the Owners, shall contain provisions whereby the insurer waives rights of subrogation as to the Association, directors, officers, Declarant, Owners, their family, guests, agents, and employees. G. Notice of Cancellation. All insurance carried by the Association shall require the insurer to notify any first mortgagor or mortgagee requesting such notice at least fifteen (15) days in advance of the effective date of any reduction or cancellation of the policy. H. Annual Review of Policies. All insurance policies shall be reviewed at least annually by the Board in order to ascertain whether the coverage contained in the policies is adequate. I. Payment of Premiums._Premiums on insurance maintained by the Association shall be a common expense funded by assessments levied by the Association. 8.2 Destruction. A. Destruction Affecting Common Improvements. In the event of damage or destruction to any of the Common Improvements, the Board shall have the duty to repair and reconstruct them. (1) Rebuilding Contract. It shall be the duty of the Board to take all steps necessary to assure the commencement and completion of authorized repair and reconstruction at the earliest possible date. Absent urgent or exceptional circumstances, the Board shall obtain bids from at least two (2) licensed contractors, and shall award the repair and reconstruction work to the most reasonable bidder. The Board shall have the authority to enter into a written contract with the contractor for the repair and reconstruction work and to compensate said contractor according to the terms of the contract. (2) Special Assessments to Rebuild. The Association may levy a special assessment against all Lot Owners to cover the cost of repair or reconstruction not covered by insurance proceeds or other funds. B. Destruction Affecting Lots. If there is a total or partial destruction of a Lot or Structures on the Lot, the Owner thereof shall have the following options: (1) The Owner shall rebuild or repair the Lot/Structures in substantial conformity with its appearance, design, and structural integrity immediately prior to the damage or destruction. Notwithstanding the foregoing, any Owner of an affected Lot/Structure may apply to the Board for approval to reconstruct the Lot/Structure in a manner that will provide for an exterior appearance and/or design which is different from that which existed prior to the date of the destruction. Application for such approval shall be made in compliance with Article XI herein; or 26 (2) The Owner shall clear all Sructures from the Lot and shall landscape it in a manner that is approved by the Board. Board approval shall not be unreasonably withheld. Failure to rebuild the Lot/Structure shall not relieve the Lot or its Owner from any assessment obligation. Rebuilding or landscaping shall be commenced within ninety (90) days of damage or destruction and diligently pursued to completion. ARTICLE IX. MORTGAGEE PROTECTION 9.1 Mortgages Permitted. Any Owner may encumber that Owner's Lot with mortgages. 9.2 Subordination. Any lien created or claimed under the provisions of this Declaration is expressly made subject and subordinate to the rights of any first mortgage that encumbers any Lot or other option of the Project, made in good faith and for value, and no such lien shall in any way defeat, invalidate, or impair the obligation or priority of such first mortgage unless the first mortgagee expressly subordinates his/her interest, in writing, to such lien. 9.3 Effect of Breach. No breach of any provision of this Declaration shall invalidate the lien of any mortgage made in good faith and for value, but all of the covenants, conditions, and restrictions shall be binding on any Owner whose title is derived through foreclosure sale, trustee's sale, or otherwise. 9.4 Non-Curable Breach. No mortgagee who acquired title to a Lot by foreclosure or by deed in lieu of foreclosure shall be obligated to cure any breach of this Declaration that is non-curable or of a type that is not practical or feasible to cure. 9.5 Right to Appear at Meetings. Any mortgagee may appear at meetings of the membership and the Board. 9.6 Right to Furnish Information. Any Owner and mortgagee of an Owner may request information from the Association associated with that Owner's Lot. 9.7 Inapplicability of Right of First Refusal. The right of an Owner to sell, transfer, or otherwise convey that Owner's Lot shall not be subject to any right of first refusal or similar restriction. No "right of first refusal" contained in the Project Documents shall impair the rights of the first mortgagee to: (a) foreclose or take title to a Lot pursuant to the remedies provided in the mortgage; or (b) accept a deed (or assignment) in lieu of foreclosure in the event of default by a mortgagor; or (c) sell or lease a Lot acquired by the mortgagee. 9.8 First Mortgagee Assessment Liability. Any first mortgagee who obtains title to a Lot pursuant to the remedies provided in the mortgage or foreclosure of the mortgage shall not be liable for such Lot's unpaid assessments of individual charges that accrue prior to the acquisition of title to such Lot by the mortgagee. 27 9.9 Taxes. First mortgagees of Lots may, jointly or singly, pay taxes or other charges which are in default and which may or have become a charge against the Common Improvements, if any are severable from the Lots, and may pay overdue premiums on hazard insurance policies, or secure new hazard insurance coverage on the lapse of a policy, and first mortgagees making such payments shall be owed immediate reimbursement therefore from the Association. Entitlement to such reimbursement shall be reflected in an agreement in favor of all first mortgagees of Lots duly executed by the Association, and Declarant shall possess an original or certified copy of such agreement. 9.10 Maintenance Reserves. Association assessments or charges shall include an adequate reserve fund for maintenance, repairs, and replacement of those elements of the Common Improvements which must be replaced on a periodic basis and shall be generally funded through regular assessments rather than through special assessments. 9.11 Notice of Default. A first mortgagee, upon request, shall be entitled to written notification from the Association of any default in the performance by the affected Lot Owner of any obligation under the Project Documents that is not cured within sixty (60) days. 9.12 Conflicts. In the event of a conflict between any of the provisions of the Article IX and any other provisions of this Declaration, the provisions of this Article IX shall control. ARTICLE X. ARCHITECTURAL CONTROL 10.1 Approval of Alteration and Improvements. A. General Limitation. Subject to the exceptions described at Section 10.1.B, no Improvements may be constructed, painted, or changed on any portion of the Project without prior written approval of the Board acting as an architectural control committee ("Committee"). B. Notwithstanding Section 10.1.A., no Board approval shall be required for: (i) initial improvements constructed by, at the direction of, or with the approval of Declarant, (ii) normal maintenance of exempt or previously approved improvements; (iv) changes to the interior of an exempt or previously approved Structure; (v) work reasonably required to be performed in an emergency for the purpose of protecting any person or property damage. 10.2 Architectural Control Committee. A. Organization. The Committee shall be composed of all members of the Board. B. Operation. The Committee shall meet from time to time as necessary to properly perform its duties hereunder. The requirements for valid Committee 28 meetings and action shall be the same as that which is required for valid Board meetings and action as provided in the Bylaws. The Committee shall keep and maintain a record of all actions from time to time taken by the Committee at meetings or otherwise, and shall maintain files of all documents submitted to it. Unless authorized by the Association, the members of the Committee shall not receive any compensation for services rendered. All members of the Committee shall be entitled to reimbursement by the Association for reasonable expenses incurred by them in connection with the performance of their duties. C. Duties. The Committee may adopt architectural control guidelines ("guidelines") as provided in Section 10.3 and shall perform other duties imposed upon it by the Project Documents. The address of the Committee shall be the principal office of the Association as designated by the Board. Unless otherwise indicated by the Committee, such address shall be the place for the submittal of plans and specifications and the place where current copies of the guidelines shall be kept. 10.3 Architectural Standards, Guidelines. A. Committee Guidelines. The Board may, from time to time, amend the architectural guidelines prospectively if approved by the majority of the Board members. Said guidelines shall interpret and implement the provisions of this Article X by setting forth more specific standards and procedures for Committee review. All guidelines shall be in compliance with all applicable laws and regulations of any governmental entity having jurisdiction over improvements on the Project, shall incorporate high standards of architectural design and construction engineering, shall be in compliance with the minimum standards of Section 10.3.B and otherwise shall be in conformity with the purpose and provisions of the Project Documents. A copy of the current guidelines shall be available for inspection and copying by any Member at any reasonable time during business hours of the Association. B. On-Site Construction Standards. The following on-site construction standards shall apply to any Improvements constructed, altered, repaired, moved, wrecked, demolished, excavated, planted, painted or installed on the Project or any portion thereof: (1) All Improvements shall be constructed, painted and changed in compliance with the relevant provisions (including proper amendments thereto) of governing agencies and, additional, Ukiah City Code Sections 9135- 9139—as determined by Declarant or the Association or the Committee before annexation by the City of the Development Property and, upon annexation, by the City. (2) All Improvements shall be constructed, painted, and changed in compliance with the applicable zoning laws, building codes, subdivision restrictions, and all other laws, ordinances, and regulations applicable to Project Improvements. 29 (3) All Structures within any Lot shall be located within the building setbacks as required by applicable zoning laws and in accordance with Ukiah City Code Sections 9135-9139—as determined by Declarant or the Association or the Committee before annexation by the City of the Development Property and, upon annexation, by the City. (4) All such structures shall be located so as to bear an overall relation to the adjacent properties and so as to create an aesthetically pleasing overall appearance. (5) All Lots shall be landscaped in the front of the residence with a combination of trees, shrubs, ground cover, lawn, natural vegetation, or limited decorative rock, bark, and similar material. Berms may be utilized so long as they do not disrupt proper drainage within the Project. Landscaping shall be designed so as to complement and harmonize with the natural terrain and vegetation, shall be consistent with generally accepted, customary and conventional landscape designs, and shall take into consideration the visual impacts of all construction undertaken on the Lot. Stone, gravel, concrete, and similar materials shall be used for complementary and supplementary purposes and no Lot or building pad area shall be covered in its entirety or substantial entirety with such material (6) All exterior and decorative lighting shall be, whenever possible, placed in such a manner that the source of the light is not visible to adjacent portions of the Project. Colored landscape lighting is prohibited. All solar collection devices shall be integrated aesthetically and screened as much as possible from adjacent portions of the Project. (7) All fences, including the location, style, material, color, height and function thereof, shall be subject to the written approval of the Committee prior to the installation thereof. The Committee shall consider the topography of the land and the maintenance of its use before granting or denying approval. Chain link fences shall be permitted only when there is sufficient landscaping to effectively screen said fence and then only if no other fencing alternative is economically available. The Lot Owner shall maintain the fences erected in good condition and repair. If the Owner fails or refuses to keep the Owner's fences in good repair and condition, the Association shall have the right, after notice, to enter upon said Lot and perform such work as may be necessary to fulfill the requirements of this section, charging the cost thereof to the Lot Owner. (8) In reviewing proposed Improvements for approval, the Committee shall consider at least the following: a. Does the proposed Improvement conform to the purposes and provision of the Project Documents? b. Is the proposed Improvement of a quality of workmanship and materials comparable to other improvements that are proposed or existing on the Project? 30 c. Is the proposed Improvement of a design and character harmonious with proposed or existing Improvements and with the natural topography in the immediate vicinity? d. Will the proposed Improvement unreasonably interfere with or otherwise impair the view or solar access or other portions of the Project? C. Basic Structural Requirements. (1) Type and Character Design. Exterior design in each case shall be compatible with the overall atmosphere of the Project and shall be subject to approval by the Committee, in its sole discretion. Decisions of the Committee shall be final. (2) Building Exteriors. All building exteriors and roofs, including textures, materials, and painting/staining, must be set forth in the plans and specifications submitted to the Committee and approved in writing by the Committee prior to construction. All exterior wood siding shall be natural, painted, or stained, consistent with the overall appearance of the Project unless otherwise approved by the Committee. Any proposed paint/stain samples shall be submitted with the plans and specifications. Careful consideration of the adjacent and surrounding property, as well as the overall community appearance, will be the basis for approval of denial of such painting/staining schemes. (3) Size Requirements. No residence shall be erected on and Lot having a total floor area of the main structure being less than 3,000 square feet. Said total floor area measures is exclusive of open porches, garages, patios, exterior stairwells, accessory dwelling units, and landings. If compliance with Ukiah City Code Sections 9135-9139 renders the provisions of this sub-division 03) unreasonable in application, the Association may approve a variance of this provision as it deems reasonably appropriate. (4) New Material Only and New Structures Only. No second hand materials shall be used in the construction of any buildings or Structures other than as frame material, without the prior written approval of the Committee, and all building and fences that are of frame construction shall be painted/stained with at least two coats upon completion. No buildings of any kind shall be moved from any other place to any of the Lots, or from one Lot to another without the prior written consent of the Committee. (5) Height Limitations. No building shall be a greater height than that permitted under the zoning ordinances and building codes of the County of Mendocino or City of Ukiah, as applicable. No building shall have a finished floor height greater than 3 feet higher than the highest point on the Lot. 31 (6) Roof Design, Pitch and Materials. Not less than three and one- half and no more than twelve pitch roofs for residential structures shall be used. No flat roofs or rock roofs shall be permitted except where the design concept in the opinion of the Committee is not detrimental to the environmental character of the adjacent property or the community. Only fire retardant roofing material shall be used and shall otherwise meet all requirements set by the governing agencies. The Committee shall, prior to construction, approve the quality and variety of the material. (7) Concrete Work. All front yard concrete work shall be seated with rock unless, in the opinion of the Architectural Control Committee, such seating would serve no useful purpose. (8) Fire Sprinkler System. Each structure on any Lot shall be equipped with a fire sprinkler system approved by the County of Mendocino or City of Ukiah, as applicable. (9) No Modular Home. No modular or manufactured homes shall be permitted. 10.4. Committee Approval Process. A. Approval Process. Any person proposing to construct, paint, stain, or change any Improvement on the Project that requires the prior approval of the Committee shall apply to the Committee in writing for approval of the work to be performed and the time scheduled for performing such work. The Committee may charge an applicant a reasonable fee for application review. In the event additional plans and specifications for the work are required by the Committee, the applicant shall be notified of such requirements within thirty (30) days of receipt by the Committee of the initial application or the application shall be deemed sufficiently submitted as of that date. If timely notified, the applicant shall submit additional plans and specifications for the proposed work in the form and content reasonable required by the Committee and the application shall not be deemed sufficiently submitted until that date. Such plans and specifications may include, but shall not be limited to, depictions of the nature, kind, shape, color, size, materials and location of any Structures, plants, trees, shrubs, and other proposed landscaping or Improvements. B. Review and Approval. Upon sufficient submission of an application for Committee review, the Committee shall proceed expeditiously to review all of the documents to determine whether the proposed work is in compliance with the provisions and purposes of the Project Documents and all guidelines of the Committee in effect at the time the documents are submitted. In the event the Committee fails to approve an application, it shall notify the applicant in writing of the specific matter to which it objects. In the event the Committee fails to notify the applicant of the action taken by the Committee within thirty (30) days after sufficient submission of the application, the application shall be deemed 32 approved. The Committee, as a permanent record, shall retain one set of plans as finally approved. C. Commencement, Completion or Approved Work. After obtaining Committee approval of any Improvements, all plans for construction requiring a permit by the County of Mendocino and/or City of Ukiah, as applicable, shall be submitted to the appropriate agency together with the required fees. Upon receipt of the approval of the Committee and issuance of a building permit by the applicable governing agency(ies), the applicant shall proceed to have the work commenced and diligently and continuously pursued to completion in substantial compliance with the approval of the Committee and the governing agency(ies), including all conditions imposed by them. The approval of the Committee shall be effective for a period of six (6) months after the date of the approval, subject to the right of the Committee to provide for a shorter or longer period upon showing of good cause. In the event the approved work is not commenced within the effective period of the approval, then the applicant, before commencing any work, shall be required to resubmit an application for the approval of the Committee. All approved work shall be completed within six (6) months after the date of commencement, or such other reasonable period specified by the Committee at the time of approval, with the period of time subject to extension by the number of days that work is delayed by cause not under the control of the applicant or the applicant's contractor or as otherwise extended by the Committee. Upon completion of approved work, the applicant shall give written notice thereof to the Committee. If, for any reason, the Committee fails to notify the applicant of any noncompliance within sixty (60) days after receipt of said notice of completion from the applicant, the Improvement shall be deemed to be completed in accordance with the approved plans. D. Inspection, Non-Compliance. The Committee, or any authorized representative, shall have the right at any reasonable time, after reasonable notice to the Owner thereof, to enter upon any portion of the Project for the purpose of determining whether or not any work is being performed or was performed in compliance with the Project Documents and the approved plans. If at any time the Committee determines that work is not being performed or is based on a failure to apply for or obtain approval, a failure to comply with approval, a failure to timely commence or complete approved work, or otherwise, the Committee shall notify the Owner in writing of such noncompliance within a reasonable period. In the event the Owner fails to remedy such non-compliance within the specified period, the Board shall, subject to the notice and hearing requirements of Section 7.2.A (2), have the duty and right to remedy the non-compliance in any appropriate manner permitted by the Project Documents or otherwise permitted by law, or in equity, including but not limited to removing the non-complying 33 improvements, correcting the non-complying improvement, or completing the non- compliance or non-completion on the property, as appropriate. The Owner shall have the obligation to reimburse the Association for any costs incurred in enforcing these provisions (including attorney's fees, court costs, expert fees, and all other expenses incurred in relation thereto) and if the Association is not reimbursed upon demand, the Board shall have the right to individually charge the cost thereof to such Owner. 10.5 Estoppel Certificate. Within thirty (30) days after written demand is delivered to the Committee by any Owner or mortgagee, and upon payment to the Association of a reasonable fee (as fixed from time to time by the Board), the Committee shall execute and deliver in recordable form, if requested, an estoppel certificate executed by any two of its members, certifying, with respect to any Lot of said Owner or mortgagee, that as of the date thereof, either (i) all Improvements made and other work done upon or within said Lot comply with the Project documents, or (ii) such work or improvements do not so comply in which event the certificate shall also identify the non-complying Improvements or work and set forth with particularity the basis of such non-compliance. Such statements shall be binding upon the Association and Committee in favor of any person who may rely thereon in good faith. 10.6 Liability. Neither the Declarant, the Committee, the Board, nor any member thereof shall be liable to the Association, to any Owner, or to any third party for any damages, loss, or prejudices suffered or claimed on account of (i) the approval or disapproval of any plans, drawings and specifications, whether or not effective, (ii) the construction or performance of any work, whether or not pursuant to approved plans, drawings, and specifications, (iii) the development of any property within the Project, (iv) the execution and the filing of an estoppel certificate pursuant to Section 10.5, or (v) the execution and filing of a notice of non-compliance or non-completion pursuant to Section 10.4.1), whether or not the facts therein are correct, if the Declarant, the Board, the Committee or such member has acted in good faith on the basis of such information as may be possessed by them. Specifically, but not by way of limitation, it is understood that plans and specifications are not approved for engineering design or for compliance with governing agency standards and regulations and, by approving such plans and specifications, neither the Committee, the members thereof, the Association, the members, the Board, nor the Declarant assume liability or responsibility, and shall have no liability, for any defect, error, or non-compliance, however characterized, in the plans and specifications or in any Structure constructed from such plans and specifications. ARTICLES XI. GENERAL PROVISIONS 11.1 Limitations or Restrictions. Declarant is undertaking the work of developing Lots for sale and incidental improvements within the Project. The completion of that work and the sale, rental or other disposal of said Lots is essential to the establishment and welfare of said property as a residential development. In order 34 that said work may be completed and said Project be established fully occupied as rapidly as possible, nothing in this Declaration shall be understood or construed during the period of time during which the Declarant has an interest in the property or eighteen (18) months from the date of the conveyance of the first Lot by Declarants, whichever is earlier, to: A. Prevent Declarant, its contractors, or subcontractors from obtaining reasonable access over and across the Common Improvements of the Project or from doing within any Lot or any portion of the Project, including property annexed thereto, whatever is reasonably necessary or advisable in connection with the completion of said work; or B. Prevent Declarant or its contractors or its representatives from erecting, constructing, and maintaining on any part or parts of the Project, including property annexed thereto, such structures as may be reasonably necessary for the conduct of its business and disposing of parcels by sale, lease, or otherwise; or C. Prevent Declarant from conducting on any part of the Project, including property annexed thereto, its business, of establishing said Project as a private, gated, community of up to 7 residential Lots within the Development Property, and of disposing of the Lots by sale, lease, or otherwise; or D. Prevent Declarant from maintaining such signs within the Project, including property annexed thereto, as may be necessary for the sale, lease, or other disposition of the Lots therein; or property annexed thereto, as may be necessary for the sale, lease, or other disposition of the Lots therein; or E. Prevent Declarant from maintaining model dwellings, sales offices, storage facilities, or such related facilities in any Lot within the Project necessary or reasonable in the opinion of Declarant for sale or disposition of the Lots; or, 11.2 Annexation. The Development Property is, as described above, subject to annexation by the City of Ukiah. Annexation otherwise of real property to the existing Project may be made by the Association upon the vote or written assent of not less than sixty-six and two-thirds percent (66-2/3%) of the total votes residing in members. 11.3 Notices. Notices provided for in the Project Documents shall be in writing and shall be deemed sufficiently given when delivered personally or forty-eight (48) hours after deposit in the United States mail, postage prepaid, addressed to an Owner at the last address such Owner designated to the Association for delivery of notices, or in the event of no such designation, at such Owner's last known address, or if there be none, at the address of the Owner's Lot. Notices to the Association shall be addressed to the address designated by the Association on written notice to all Owners. 35 11.4 Notice of Transfer. No later than five (5) days after the sale or transfer of any Lot whereby the transferee becomes the Owner thereof, the transferee shall notify the Association in writing of such sale or transfer. Such notice shall set forth: (i) the Lot involved; (ii) the date of sale. Unless and until such notice is given the Association shall not be required to recognize the transferee for any purpose, and any action taken by the transferor as an Owner may be recognized by the Association. Prior to receipt of any such notification by the Association, all communications required or permitted to be given by the Association shall be deemed duly given and made to the transferee if duly and timely made and given to such transferee's transferor. 11.5 Headings. The headings used in this Declaration are for convenience only and are not to be used to interpret the meaning of any of the provisions of this Declaration. 11.6 Severability. The provisions of this Declaration shall be deemed independent and severable, and invalidity or partial invalidity or unenforceability of any provision or provisions shall not invalidate any other provisions. 11.7 Exhibits. All exhibits referred to are incorporated herein by such reference. 11.8 Easements Reserved and Granted. Any easements referred to in this Declaration shall be deemed reserved or granted, or both reserved and granted, by reference to this Declaration in a deed to any Lot. Neither this provision nor anything in this Declaration shall deemed to provide the exclusive manner in which the reservation or grant of easements, or both, may derive or exist. 11.9 Binding Effect. This Declaration shall inure to the benefit of and be binding on the successors and assigns of the Declarant, and the heirs, personal representatives, grantees, tenants, successors and assigns of any Owner. 11.10 Delivery of Project Documents to Transferee. Prior to the transfer of title to a Lot, the transferor (and if the City is the transferor of record, the Declarant) shall provide to the prospective transferee a copy of the Project Documents and such other documents and information as are required by law. 11.11 Termination of Declaration. This Declaration shall run with the land and shall continue in full force and effect for a period of fifty (50) years from the date on which this Declaration is executed. After that time, this Declaration and all its covenants and other provisions shall be automatically extended for successive ten (10) year periods unless this Declaration is revoked by an instrument executed by Owners of not less that sixty-six and 2/3 percent (66 2/3%) of Lots in the Project, and recorded in the office of the county recorder within one (1) year prior to the end of said fifty-year period or any succeeding ten-year period. 36 ARTICLE XII. AMENDMENT 12.1 Amendment Prior to First Conveyance. Until the first conveyance of a Lot in the Project, Declarant shall have the right to amend this Declaration. A conveyance of a Lot or any portion of the Development Property to the City shall not be deemed a conveyance under this provision. 12.2 Amendments After First Conveyance. Subject to Section 12.1, after the first conveyance of a Lot in the Project, this Declaration shall be amended upon the vote or written assent of a majority of the total voting power of the Association. A conveyance of a Lot or any portion of the Development Property to the City shall not be deemed a conveyance under this provision. 12.3 Amendment Instrument. An amendment shall become effective when it has received the required approvals and the Declarant—or once formed the secretary of the Association—has executed, acknowledged and recorded in the office of the county recorder, an instrument expressing the amendment and certifying that the required approvals were received. 12.4 Revocation. The right and power to amend the Project Documents shall include the right and power to revoke them, except that any amendment of the Exchange & Development Agreement and Access Agreement shall comply with the provision for amendment found in said agreements. [Signature page follows] 37 EXHIBIT A r EXHIBIT "Cl" (Hull and D&J Investments) All that certain property situated in the County of Mendocino, State of California, more particularly described as follows: All those properties located within Sections 19 and 30, Township 15 North, Range 12. West, Mount Diablo Meridian described as follows: 1. All of that_proper.ty described in Instrument Number. 2021-1.0029, Mendocino County Records, labeled as Parcel 1 on the attached Exhibit "C2". (Owned by D&J Investments, portion of AP- 003-190-10) 2. All of .that property, described in Instrument Number. 2021-15566, Mendocino County Records, labeled as Parcel 2 on the attached Exhibit "C2". (Owned by D&J Investments, portion of AP 003-1.90-10) 3. An approximate 40 acre area lying within the properties described in Instrument Numbers 2020-08216 and 2021-15567, Mendocino County Records, labeled as Parcels 3 and 4 on the attached Exhibit "C2". (Owned by Hull and D&J Investments, portion of AP 001-040-83, portion of AP 003-190-10 and portion of AP 157-070-05),. This area is shown on the attached Exhibit "C2", labeled Additional Residential Development. Area. I P r Exhi bi t " C2 " i r 15 N Additional Development area Portion of Parcels 3 & 4 3 • ± 40 acres N Parcel 4 AP 001 - 040- 83 Parcel 2 IN 2020- 08216 AP 003— i90— fOx 77. 6 acres ty i in e IN 2021 - 15566 roper . . . . . . ' . ' . . . . 5. 0 acres Parcel 1 Uture P AP 003- 190- 1Ox F IN 2021 - 10029 24 19 . . . . . . ' 10. 0 acres 5 30 . ' . . ' . . . . ' . . . . ' . . . . . . ' . ' . . . . ' . ' . ' . ' . 4 • . ' . ' . ' . . ' . ' . • . • . ' . • . ' l . ' . ' . ' . ' . ' . • . ' ' I . . OXistin9 roo : . : . : . : . : . : . : . : . : . : . : . : . : . : 1 : I ; . ; . ' . ' . 1:l ✓ I `tea . . . . . . . . . . . . . . . : . . . . : ,�, � •— : . . � • ' I • Extst/ng P/L : : • � : Ro . . 'o Parcel 3 We// : . : . : . : . : . : . : . : . : . : . : . : . : : : : : : : : : : : : : : : : : �; ; ; : : ; ; . ' : ' ; ; : Noguera AP 157- 050- 09, 11x Redwood AP 157- 070- 05 Future water Avenue AP 003- 190- 1Ox tank site IN 2021 - 15567 I l 153. 2 ' acres Noguera �t _ dialled, — s Exrsting road I j I I I I I I I i Note : Shaded area = Residential Development Area (aka Hull Residen flat Parcels) Resi d en ti al Development Area Redwood Avenue , Ukiah Jan 10, 2022 - - Scale : 1 " = 700 ' 0 700 1400 2100 EXHIBIT B EXHIBIT B (Hull, D&J Investments) All that certain property situated in the County of Mendocino, State of California, more particularly described as follows: All those properties located within Sections 19 and 30, Township 15 North, Range 12 West, and within Sections 25 and 26, Township 15 North, Range 13 West, Mount Diablo Meridian, described in the following nine instruments: 1. Instrument No. 2021-10029, Mendocino County Records, D&J Investments, LLC 2. Instrument No. 2021-15566, Mendocino County Records, D&J Investments, LLC 3. Instrument No. 2021-15567, Mendocino County Records, D&J Investments, LLC 4. Instrument No. 2020-08216, Mendocino County Records, Hull 5. Instrument No. 2021-10034, Mendocino County Records, D&J Investments, LLC 6. Instrument No. 2021-10033, Mendocino County Records, D&J Investments, LLC 7. Instrument No. 2021-10032, Mendocino County Records, D&J Investments, LLC 8. Instrument No. 2021-10031, Mendocino County Records, D&J Investments, LLC 9. Instrument No. 2020-18046, Mendocino County Records, Hull, EXCEPTING THEREFROM all that portion land described in Instrument No. 2020-18046 that was granted from Hull to the City of Ukiah by way of Instrument No. 2020-18047. EXHIBIT B EXHIBIT C After recording mail to: City of Ukiah, a general law municipal corporation CONFORMED COPY 300 Seminary Ave. Copyy of Document Recorded on 03/03/2021 09:23:58 AM Ukiah,.CA 95482 as 2021-03351 Mendocino County Clerk-Recorder Order No.: 20203118DN SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED DOCUMENT TITLE This document is being re-recorded to Correct the spelling of the Grantor's name; Grant Deed originally recorded December 31, 2020 as Document number: 2020-18047, Mendocino County Records. SEPARATE PAGE-PURSUANT TO GOVERNMENT CODE 27361.6 RECORDING REQUESTED BY: 2020 - 18047 Redwood Empire Title Company of Mendocino REDWOOD EMPIREaTIT2Eest of ; County 12 /31 / 2020 09 : 37 AM Fee * $0 Pgs ; 1 of 5 OFFICIAL RECORDS Katrina Bartolomie - Clerk -Recorder Mendocino County , CA Mail Tax Statements and When Recorded Mail Document To : Cityof Ukiah , a general law municipal corporation k 9 p P 300 Seminary Avenue Ukiah , CA 95482 Escrow No . : 20203118DN SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED The undersigned grantor(s) declare(s) Documentary Transfer Tax stamps in the sum of -0- NO RECORDING FEE PURSUANT TO RTC -11922 g20 .0� � ❑ computed on full value of property conveyed , or p� 10 ❑ computed on full value less value of liens or encumbrances remaining at time of sale , x❑ Unincorporated area : of , ` Ilp Exotri t FOR A VALUABLE CONSIDERATION , receipt of which is hereby acknowledged , David WWI Hull , a married man , as his sole and separate property hereby GRANT(S) to City of Ukiah , a general law municipal corporation the following described real property : SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF , Dated : December 15 , 2020 V4 aid ' A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached , and not the truthfulness, accuracy, or validity of that document. State of California County of On before me , Nota Publ' c, personally appeared � _ --- -�1 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 . -�- JDEBRANIESEN Notary Public - California Signature �,-2�� ���oc� (Seal ) Mendocino County n / ' Commission r 2214130 � jll A /V/cr/�f� My Comm, Expires Oct1212021 T Escrow No . . 20203118DN Title Order No . : EXHIBIT A THE LAND REFERRED TO HEREIN BELOW IS DESCRIBED AS FOLLOWS : Lots 3 , 61 7 and 8 and the west half of Lots 4 and 5, all in Section 25 , Township 15 North , Range 13 West, M . D . M . Excepting therefrom all the coal and other minerals reserved by the United States in the Patents recorded March 15 , 1945 in Book 182 of Official Records , Page 212, and recorded April 10 , 1949 in Book 258 of Official Records , Page 273 , Mendocino County Records . A.P . N . : 157-050M0 051 157-060-03-05 Pursuant to Certificate of Compliance recorded December 22 , 2020 as 2020- 17564 of Official Records . Exhibit A (Legal Description) Page 1 of 1 20203118DN • City of Ukiah CERTIFICATE OF ACCEPTANCE This certifies that the interest in real property conveyed by the Grant Deed , dated December, 15 , 2020 , from David J . Hull to the City of Ukiah , a general law municipal corporation , is hereby accepted by order of the undersigned officer on behalf of the City of Ukiah pursuant to authority conferred by resolution of the City Council of the City of Ukiah adopted on February 1 , 1961 , and the Grantee consents to recordation thereof by its duly authorized officer, By: SaqpKS1crViq mo , City Manager APN 156-060wW 300 Seminary Avenue • Ukiah • CA • 95482-5400 Phone : (707)463 -6200 Pax : (707 )463 -6204 owww . cityofukiah . com , t CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness , accuracy, or validity of that document. State of California ) County of � r�bC,t r-) o ) On 1>Q#oyh " 2 74> before me, � • �. L 61 ►%d , Date Here Insert Name and Title of the Officer personally appeared &fix P_ � - Gl t a, co rn. c-., Nahle (s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(e) whose names} is/axe subscribed to the within instrument and acknowledged to me that he/sbeAhey executed the same in his/I eir authorized capacitykz) , and that by his/hadAheir signatures) on the instrument the person (s), or the entity upon behalf of which the persons) acted , executed the instrument . I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph AL it is true and correct. L. K. NotaryPu blicblici 1RD- California WITNESS my hand and official seal . • • ' ,� x , Mendocino County Commission N 2232746 My Comm, Expires Mar 1 , 2022 Signature Sign re of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document, Description of Attached Dof meVt Title or Type of Document: k �."l1f I �} 2 Document Date : ��t,c.pw� Ys2� 15 20 Za Number of Pages : 1 Signer(s) Other Than Named Above : Capacity(ies) Claimed by Signer(s) Signer's Name: :514 Signer's Name : ❑ Corporate Officer — Title (s) : ❑ Corporate Officer — Title(s) : ❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator '0 Other: ct4 L% P 4L !i A ❑ Other: Signer Is Repr enting : Signer Is Representing : i ©2016 National Notary Association • www. NationaiNotary. org • 1 -800-US NOTARY ( 1 -800-87&6827) Item #5907 EXHIBIT D & $ c 8 CL,$�c I � � I •k q Nti I Z 41 p j k O ------------ `V7 ti I $ -----------� M ZL 2! -----------j----------- ti Mr1M N I N h i I I I I I I I I L4 o� ��r:r:Fivr 14 I °d 2 I f I I I k� L----------- k i Rin��M ,o �iENO to cN 1p Of � obU N `o.cU E ——————————— N N W nnNN Q Iy+;�Ng w oo w N 2 q coe ��o c '0N a �hRh 10 h N SCE ^Z v wt^o asY.c o PAGE N -L —————————i M �, p 4� aLLh � • � � i I � q'� C � V Cr N n v • °' I T! 't! o� �°--_-$ -- -----a � • i ! �, �•� •�� � 3v I I ,% o I � I I N I I Z M Zd d h -----------I----------- M £1 d I I I I a� I cu ----------- I i I I I I ! I I L----------- �o a N N ------------ N N 0. w o a�� 2 PAGE 2 EXHIBIT E 4 Exh i bx t „B„ (Noguera) 00 Road Line Table c Une Directlon Dlstanco Li S76'16'40"W Tangent bearing L2 S8848'30"W 197.16' L3 N5737'00'W 50.70' a L4 N85 26'00"W 2,51' L5 N32'40'00'E 76.40' Curve Table ZCurve Length Delta Rodlus 01 87.48, 1231'50" 400,00' C2 79.1 P 33 34'30" 135,00: Easement No, 2,, c 03 53.77' 77'01'00" 40.00 Centerline of new 70' wide � C4 5152, 49'12'00" 60.00' easement being granted to N C5 81:8715621'08" 30,00' the City of Uklah and to Hull and D&J Investments o 4 b D&J Investments m 1N 2021-10029 0 Existing drlvewoy to z Portion of AP 003--190--10 bullding pod on Noguera nd i • Noguero IN 2018-04364 0 4 M AP 003-190-09 U o j } ,r o 0 _ v Easement No, 1; v Redwood Avenue Is I i bnow Clt owned and as Point "X° easemelnf being gra�ted�o per Maps, Drawer 77, the City of Ukioh and to page 80, MCR Hull and D&J Investments ;±950' to h Q' Helen Ave I G 2 Property l ne - ����Q' Existing road and oanterllne centerline road / A -- of existing 70' wide easement L4 / for access and utilities per in / 1036 OR 67, as shown on Record of Survey mop recorded In Map o / Case 2, Drawer 27, Pogo 1, MCR Noguera o IN 2018-04363 AP 003-110-70 & 90 o z i Ellison AP 003—190-11 Southeast corner Lot 1 Sectlon 30, T 15 N, R 12 W,-MDBM is PZ a t Map { IN = Instrument Number, , Redwood Avenue, Ukiah Mendocino County Records „ Dec 21, 2021 -- Scale: =160' AP Assessor Parcel j 0 160 320 480 I i 5 C7 o U -,--i lb Road i I i -__--___ _I__--_______ 14 i b I co lk� I ( I i I I I { i 0 I i i i L__________. i$ N Q) y y N I �° Au�UN �o,dFC1U y� hTT �J o MJ J rnJ � I i i q Gfy+ o„i I i..----C— � l i aN1 I O �ro p j „p,ui 1 i O 'tic O �2 IOtt ---------- � I Road Ns 1 j 2 hi ll 8 —————————— ———————— k I co I I I Ni I. i I I • I s' I I j j; L_----------- �" b n � i j N h Cn i ty i II EXHIBIT G EXHIBIT G FINAL CONDITIONS OF APPROVAL FOR THE UKIAH WESTERN HILLS OPEN LAND ACQUISITION & LIMITED DEVELOPMENT AGREEMENT PROJECT, INITIAL STUDY AND MITIGATED NEGATIVE DECLARATION, AND ORDINANCE FOR PREZONING FILE NO.: 20-5915. The following Conditions of Approval shall be made a permanent part of the Lot Line Adjustments, Development Agreement, site improvements, prezoning and annexation associated with the Ukiah Western Hills Open Land Acquisition & Limited Development Agreement Project, shall remain in force regardless of property ownership, and shall be implemented in order for this entitlement to remain valid. Project Summary. The Ukiah Western Hills Open Land Acquisition & Limited Development Project includes the following components: 1)Acquisition and annexation of approximately 707 acres into the City of Ukiah limits; 2) Prezoning the parcels to PF and R1-H (and associated Zoning Map and General Plan Map Amendments upon approval of the annexation application); 3) Sequential Lot Line Adjustments to reconfigure the existing parcels into seven lots ("Development Parcels") for future potential development; 4) Development Agreement between Hull Properties and the City allowing up to one single-family home and one accessory dwelling unit on each Development Parcel (14 units total); and 5) site improvements including extension of utilities, road improvements, and construction of the water tanks. The Project includes several parcels located within unincorporated Mendocino County within the Ukiah Western Hills referred to as the "Hull Properties" (APNs 001-040-83, 157-070-01, 157-070- 02, 003-190-01, 157-050-09, 157-060-02, 157-050-02, 157-050-04, 157-050-01, 157-030-02, 157-030-03, 157-050-11 & 157-050-12); "Noguera Properties" (APNs 003-190-09 &003-110-90); and the City-owned "Donation Parcel" (APNs 157-050-03,157-060-003). The following Conditions of Approval apply to the Project. City of Ukiah Special Conditions 1. Approval of the Project is contingent upon City Council approval of the Development Agreement, which includes an easement, road access and maintenance agreement. 2. In accordance with LAFCo-adopted procedures, and as required under the Development Agreement, the City will submit its annexation application to the Mendocino County Local Agency Formation (LAFCo), after it acquires title to the Annexation Parcels, and upon City Council approval of the Proposed Project. 3. An application for annexation and prezoning shall be approved by the Mendocino County Local Agency Formation Commission (LAFCo) prior to the prezoning becoming effective. Prezoning will also require a General Plan Map Amendment and Zoning Map Amendment, upon approval of the annexation application. 4. Upon approval of the annexation application, a copy of the final Lot Line Adjustment shall be provided to the City Engineer for final review before recordation. The final map shall conform to the Subdivision Map Act and Division 9, Chapter 1 of the Ukiah Municipal Code, as applicable. A copy of the recorded Lot Line Adjustment shall be submitted to the Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 1 Community Development Department prior to submittal of a Use Permit for single family housing within the Development Parcels located within the City's jurisdiction. 5. In accordance with the terms described in the Development Agreement, Hull shall have the option to withdraw the Hull Development Parcels from the City's annexation application, if LAFCo has failed to approve the annexation within one (1) year from the date the Executive Officer of LAFCo accepts the application as complete. 6. The Initial Study and Mitigated Negative Declaration prepared for the Project (SCH No. 2021040428) found that construction and ground disturbing activities associated with the Development Agreement, future residential development, and site improvements could result in direct significant impacts to Air Quality, Biological Resources, Cultural/Tribal Cultural Resources, Geology and Soils, Hazards and Hazardous Materials, Hydrology and Water Quality, Noise, Utilities and Service Systems, and Wildfire. However, the mitigation measures identified within the Mitigation Monitoring and Reporting Program (Attachment A) shall be implemented as described to reduce potential environmental impacts. These mitigation measures shall apply to all future ground disturbing activities and development (including residential development), as described further in the Mitigation Monitoring Reporting Program. 7. Future residential development of the Development Parcels shall be in accordance with the Hillside Overlay Zoning District regulations contained within UCC Sections 9135-9139. All future development shall require discretionary review and may require additional environmental review. Additional project-specific Conditions of Approval may be required upon review by City departments and applicable agencies. 8. In accordance with the terms described in the Development Agreement, Hull shall retain the right to develop Development Parcels 1-3 prior to annexation. Single-family homes on Development Parcels 1-3 shall be constructed to R1-H standards by including them in the Declaration of Covenants, Conditions, and Restrictions (CC&Rs). In addition, the mitigation measures contained within the ISMND for residential development shall also be included in the CC&Rs and implemented for Development Parcels 1-3 if developed prior to annexation. 9. If development of Development Parcels 1-3 occurs after annexation, development shall comply with all R1-H development standards and be subject to discretionary review, in accordance with the City's Hillside Overlay District. 10. The Developer shall obtain regulatory permits, including but not limited to a 401 Water Quality Certification, California Department of Fish and Wildlife Lake and Streambed Alteration Agreement, etc., if work is proposed to the existing culverts, or in and around any watercourses in the future, in accordance with existing regulatory requirements. 11. The water tanks shall be painted green or a similar color to blend into the landscape. 12. An address assignment application shall be submitted to assign addresses to the proposed Development Parcels at the time of development. City of Ukiah Standard Conditions 13. City Council approval is not effective until the 10-day appeal period applicable to the project has expired without the filing of a timely appeal. If a timely appeal is filed, the project is subject to the outcome of the appeal and shall be revised as necessary to comply Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 2 with any modifications, conditions, or requirements that were imposed as part of the appeal. 14. All use, construction and the location thereof, or occupancy, shall conform to the application and to any supporting documents submitted therewith, including any maps, sketches, or plot plans accompanying the application or submitted by applicant in support thereof. 15. Any construction shall comply with the "Standard Specifications" for such type of construction now existing or which may hereafter be promulgated by the Engineering Department of the City of Ukiah; except where higher standards are imposed by law, rule, or regulation or by action of the Planning Commission such standards shall be met. 16. The Applicant shall submit verification of all applicable permits or approvals in compliance with all local, state and federal laws to the Community Development Department prior to issuance of building permits. Department of Public Works 17. Future residential development and site improvements (including road and access improvements) shall be reviewed by the Department of Public Works to identify site- specific requirements. 18. Construction projects that would disturb more than one acre of land, would be subject to the requirements of General Construction Activity Stormwater Permit (Construction General Permit Order 2009-0009-DWQ, also known as the CGP), which requires operators of such construction sites to implement stormwater controls and develop a Stormwater Pollution Prevention Plan (SWPPP) identifying specific BMPs to be implemented to reduce the amount of sediment and other pollutants associated with construction sites from being discharged in stormwater runoff. 19. Applicable City water and sewer connection fees shall be paid at the time of building permit issuance. 20. All work within the public right-of-way shall be performed by a licensed and properly insured contractor. The contractor shall obtain an encroachment permit for work within this area or otherwise affecting this area. Encroachment permit fee shall be $45 plus 3% of estimated construction costs. Electric Utility Department 21. A 10-ft. utility easement for any underground distribution extended into the parcel beyond the existing PUE shall be required. Prior to recordation of the Lot Line Adjustment easements must be surveyed and deeded or defined on the map. Alterations to the 10-ft. utility easement shall be submitted to the COUEUD for approval. 22. Upon individual parcel development, additional easements may be required to provide electric service. 23. Future site improvements shall be submitted to the Electric Utility Department for review and comment. Construction requirements and associated developer costs will be determined to provide electric service. 24. Developer shall incur all costs of project, to include labor, materials, and equipment. Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 3 Building Division 25. Submit plans and building permit application. Please submit four complete plan sets, two wet stamped and signed. All Conditions of Approval shall be printed on the first page of the Building Plans. 26. The design and construction of all site alterations shall comply with the current California Building Code, Plumbing Code, Electrical Code, California Mechanical Code, California Fire Code, California Energy Code, Title 24 California Energy Efficiency Standards, California Green Building Standards Code and City of Ukiah Ordinances and Amendments. Ukiah Valley Fire Authority 27. All access improvements, roadways and residential development shall be reviewed by the Fire Marshall and adhere to all current local, state and federal fire regulations relating to access and safety, including but not limited to: California Building Code, Chapter 7A(Materials and Construction Methods for Exterior Wildfire Exposure, including Wildland Urban Interface regulations); California Residential Code, Section R337 (Materials and Construction Methods for Exterior Wildlife Exposure); California Referenced Standards Code, Chapter 12-7A (Fire Resistive Standards); California Code of Regulations, Title 14, Division 1.5, Chapter 7, Subchapter 3 (Fire Hazard Reduction Around Buildings and Structures); and California Government Code, Section 51182 (Very High Fire Hazard Severity Zones). In addition, Public Resources Code Sections 4290 and 4291 contain additional requirements for lands within Very High Fire Severity Zones. These include the following in order to provide defensible space and fire protection for new construction and ensure adequate emergency access: increased property line setbacks for all applicable construction; on-site water storage for fire protection, driveway/roadway types and specifications based on designated usage; all weather driveway/roadway surfaces being engineered for 75,0001b vehicles; maximum slope of 16%; turnout requirements; gate requirements and setbacks, parking standards, fuels reduction regulations, etc. Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 4 ATTACHMENT A UKIAH WESTERN HILLS OPEN LAND & LIMITED DEVELOPMENT AGREEMENT PROJECT MITIGATION MONITORING REPORTING PROGRAM Monitoring & Potential Impact Mitigation Measure Implementation Reporting Timing Date Responsibility Implemented Responsibility AQ-1: Diesel Engines—Stationary and Portable Equipment and Mobile Vehicles: 1. Any stationary onsite diesel IC engines 50 horsepower or greater(i.e. large power generators or pumps)or any propane or natural gas engines 250 horsepower or greater may require a permit from the District. 2. Portable diesel powered equipment that may be During used during the proposed project are required to construction be registered with the state Portable Equipment Developer Developer and ground Construction and Registration Program (PERP) or obtain permits ground disturbing from the District. disturbing activities could 3. Projects located adjacent to sensitive receptors activities result in short- (schools, child care facilities, health care facilities, term impacts to senior facilities, businesses, and residences, etc.) air quality. during the construction phase of this project have the potential for exposure to diesel particulate. 4. Heavy duty truck idling and off-road diesel equipment or other diesel engine idling is limited to less than 5 minutes. AQ-2: Grading Projects-During Construction-All During grading activities must comply with the following construction fugitive dust mitigation measures in accordance with Developer Developer and ground District Regulation 1, Rule 1-430: disturbing 1. All visibly dry disturbed soil road surfaces shall be activities watered to minimize fugitive dust emissions. Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 5 2. All unpaved surfaces, unless otherwise treated with suitable chemicals or oils, shall have a posted speed limit of 10 mph. 3. Earth or other material that has been transported by trucking or earth moving equipment, erosion by water, or other means onto paved streets shall be promptly removed. 4. Asphalt, oil, water, or suitable chemicals shall be applied on materials stockpiles, and other surfaces that can give rise airborne dusts. 5. All earthmoving activities shall cease when sustained winds exceed 15 mph. 6. The operator shall take reasonable precautions to prevent the entry of unauthorized vehicles onto the site during non-work hours. 7. The operator shall keep a daily log of activities to control fugitive dust. 8. For projects greater than one acre or one mile of road not located within a Naturally Occurring Asbestos Area, prior to starting any construction the applicant is required to: 1. Submit a Large Area Grading permit application to the District. 2. Obtain a final determination from the Air Quality Management District as to the need for an Asbestos Dust Mitigation Plan and/or Geologic Survey to comply with CCR sections 93106 and 93105 relating to Naturally Occurring Asbestos. 3. Obtain written verification from the District stating that the project is in compliance with State and Local regulations relating to Naturally Occurring Asbestos. 4. If the project is located within a Naturally Occurring Asbestos Area, additional mitigations shall be required. Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 6 AQ-3: Property Development-Prior to starting any construction, the applicant is required to: a. Obtain a Property Development Permit from the District for any open outdoor burning. b. Obtain a Grading Permit, if applicable. c. Confirm whether the project is in a Naturally Occurring Asbestos Area, and follow additional MCAQMD recommendations, if applicable. Prior to d. Consider alternate means of disposal other than Developer Developer construction open burning, such as cutting the majority of the larger material up as firewood, and chipping smaller material, if feasible to mitigate impacts from open outdoor burning. e. Obtain written verification from the MCAQMD stating that the project is in compliance with State and Local regulations. Biological Resources Construction and ground BIO-1: Sensitive Trees. If trees are proposed for disturbing removal, preconstruction surveys shall be conducted activities could by a qualified biologist to identify Oregon white oak Prior to result in impacts forest and woodland, as well as California bay forest Qualified ground to sensitive and woodland habitat; removal of sensitive habitat Biologist Developer disturbing plant species shall be conducted in accordance with California activities and sensitive Department of Fish and Wildlife (CDFW) regulations. woodland tree habiat Construction and BIO-2: Sensitive Amphibian Species. A qualified ground disturbing biologist shall survey the area prior to any activities could Prior to groundbreaking activities to determine the presence of impact Red-belly Qualified ground Red-belly newt, or other sensitive amphibian species, Developer newt, and other Biologist disturbing special status and identify additional avoidance measures, if needed. activities amphibians and A qualified biologist shall be on-site for any dewatering their habitat event to address the potential for the presence of Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 7 sensitive amphibian species such as foothill yellow- legged frog (Rana boylii). Construction, 131O-3: Nesting Birds. Pre-construction surveys shall Prior to vegetation be conducted prior to any vegetation removal or vegetation removal, and removal or ground disturbing activities occurring between March ground disturbing ground activities could 1 and August 31 of any year.All active bird nests shall Qualified Developer disturbing not be removed, relocated, or otherwise disturbed for Biologist impact nesting any purpose until all fledglings have left the nest. activities birds and their between habitat March 1 and August 31 Construction and 131O-4: Special-Status Insects. A qualified biologist ground disturbing shall survey the area prior to any groundbreaking activities could activities to determine the presence of special-status Prior to insect species and identify additional avoidance Qualified ground impact special- Developer status insects and measures if needed. If aspecial-status insect nests Biologist disturbing their habitat are observed, active nests shall not be removed, activities relocated, or otherwise disturbed until the nest becomes inactive. 131O-5: Special-Status Mammals. Pre-construction surveys shall be conducted prior to any vegetation Construction and removal or ground disturbing activities. If evidence of ground disturbing bat roosts is observed (i.e. bat guano, ammonia odor, activities could grease stained cavities) around trees or structures, Prior to impact special- pre-construction bat surveys shall be conducted by a Qualified Developer ground status mammals qualified biologist for activities that may affect bat Biologist disturbing and their habitat roosting habitat and den sites. activities Cultural Resources and Tribal Cultural Resources Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 8 CULA: Unanticipated Discovery. If previously unidentified cultural, historic, palentologic or archeologic resources are encountered during project Ground disturbing implementation, altering the materials and their activities have the stratigraphic context shall be avoided and work shall potential for halt immediately. A qualified professional accidental archaeologist shall be contacted to evaluate the During resource and methods necessary to protect it. Project discovery of Qualified ground personnel shall not collect, move, or disturb cultural Developer unknown, archaeologist disturbing undiscovered resources. Prehistoric resources include, but are not activities cultural resources limited to, chert or obsidian flakes, projectile points, and tribal cultural mortars, pestles, and dark friable soil containing shell and bone dietary debris, heat-affected rock, or human resources burials. Historic resources include stone or abode foundations or walls; structures and remains with square nails; and refuse deposits or bottle dumps, often located in old wells or privies. CUL-2: Encountering Native American Remains. If human remains are encountered during ground disturbing activities, all work shall stop in the immediate vicinity of the discovered remains and the Ground disturbing County Coroner and a qualified archaeologist shall be activities have the notified immediately so that an evaluation can be potential for performed. If the remains are deemed to be Native During accidental American and prehistoric, the Native American Qualified ground discovery of Heritage Commission must be contacted by the archaeologist Developer disturbing unknown Native Coroner so that a "Most Likely Descendant" can be activities American designated and further recommendations regarding remains treatment of the remains will be provided. Geology and Soils Ground disturbing During activities could Incorporation of Mitigation Measure CULA Qualified Develop er ground result in impacts archaeologist disturbing associated with activities Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 9 erosion, the loss GEO-1: The Project shall comply with the erosion and of topsoil and design standards outlined in Chapter 7 of the Ukiah Prior to any landslides if not City Code. Prior to any ground disturbance, erosion ground properly designed and sediment control plans shall be submitted to the disturbance Public Works and Community Development and Departments for review and approval. Said plans shall throughout protect against soil erosion and runoff through the Developer Developer construction implementation of appropriate Best Management activities; Practices (BMPs). Typical BMPs include the ongoing as placement of straw, mulch, seeding, straw wattles, silt needed to fencing, etc. No silt, sediment or other materials shall control be allowed to flow from the project area. erosion Hazards and Hazardous Materials Project HAZ-1: The developer shall establish and implement construction construction site management practices that will could result in a prevent toxic materials and other debris from entering hazard to the the City's storm drainage and waterway systems, public or the including: environment if the incidental use of a) There shall be no storage of hazardous materials petroleum at the Project Site; During hydrocarbons Developer Developer (fuel, oil) in tools b) The developer shall provide adequate materials construction used during management, including covering, securing, and construction were segregating potentially toxic materials (grease, to lead oils, fuel, solvents, etc.); and accidental leaks c) The developer shall maintain supplies on-hand to a a spills al le contain spills of oil and any other hazardous or around the work materials used on-site. area Construction of HAZ-2: Should portable gasoline-powered equipment the Project may be used on site, the following firesafe precautions involve the use of shall be taken: Develo er Developer During gasoline-powered a) Spark arresters are required on all portable p p construction tools and gasoline-powered equipment. equipment b) Equipment shall be maintained in good working potentially condition, with exhausts stems and spark Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 10 introducing new arresters in proper working order and free of temporary carbon buildup. sources of c) Fuel the equipment in a safe place where spills ignition that could can be contained and a fire extinguisher is increase fire risk. nearby. Use the recommended gas/oil mixture and do not top off. Use a funnel or spout for pouring. Wipe off any spills. d) Do not refuel running or hot equipment. Dispense fuel at least 10 feet from sources of ignition. e) Do not use equipment in areas of dry vegetation. Keep leaves and dry materials away from a hot muffler. f) No smoking or open flame allowed near gasoline- powered equipment. Hydrology and Water Quality Ground disturbing activities and Prior to and construction of during the project would construction; result in Implementation of Mitigation Measures GEO-1 and Developer Developer ongoing as impervious HAZ-1 needed to surfaces that control could impact erosion water quality Noise N0I-1: Prior to building permit or grading permit Ground disturbing issuance, the developer shall comply with the Prior to activities and following: issuance of construction of a. Construction contracts shall specify that all building or the project would construction equipment, fixed or mobile, shall be Developer Developer grading result in equipped with properly operating and maintained permits, and temporary noise mufflers and other state-required noise during impacts attenuation devices. construction b. Construction haul routes shall be designed to avoid or lessen impacts to noise-sensitive uses Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 11 (e.g., residences, schools, convalescent homes), to the extent feasible. c. During construction, stationary construction equipment shall be placed such that emitted noise is directed away from sensitive noise receivers. d. Per the City's Noise Ordinance, construction shall not take place outside of the hours of 7:00 a.m. to 7:00 p.m. Utilities and Service Systems City sewer, water and electric utilities would be See BIO-1 extended to the Implementation of B1O-1 through B1O-5, and GEO-1. See BIO-1 See BIO-1 through area which could through BIO-5 through BIO-5 g1O-5 and result in physical and GEO-1 and GEO-1 GEO-1 impacts to the environment Wildfire Construction of the Project may involve the use of gasoline-powered equipment and During machinery, Implementation of Mitigation Measure HAZ-2 Developer Developer construction potentially introducing new sources of ignition that could increase fire risk Final Conditions of Approval Western Hills Open Land Acquisition & Limited Development Agreement Project File No.: 20-5915 12 EXHIBIT Q W r m N N 0 _ o W Q in r � O O 0 N N Z c O ORCHARD A VE 1 l o 1 W W N IL CJ 111 � Q N 7 N 1 ,ell ` a Q0 � • 6J U l ca Q r co ca y Y�iJ,1� �Gtl , , --- o ` d N Y I I C ram.. W. 41 5� s 2 `Yryy I_ L w � 0 3 - N Z m m E V r W N E Le L � Oa 0 ! N Q N J a W W W Z W