Atascadero City Council
September 23, 2025

9/23/25 | Item H2 | Staff Report
On August 13, 2024, the City Council selected the Herrera/Weyrick Team as the preferred developer for the Centennial Project. The approved project reflects the desired features of the PD overlay zone. Two three-story buildings frame the plaza. The applicant team has purchased the adjacent 25-foot-wide site between the Centennial Plaza lots and Dr. Pambrun’s office, which will be included in the development. Renderings and site plans are included below.

NORTH VIEW EAST MALL

SITE PLAN/GROUND FLOOR PLAN

9/23/25 | Item H2 | Staff Report

PROJECT STATISTICS
 Project Cost approx. $13,000,000
 Ground floor (both buildings): 13,720 square feet, 5 tenant spaces ranging from 550 SF to 3,000 SF
 Second floor (both buildings): approximately 10,353 SF divided between event space, Four residential units, and office space
 Third floor: 9,917 SF; 5 residential units
 Total building area not including outdoor on-site patios: 33,990 SF  Exterior finishes: Brick Veneer
 Roof: Tile
 Exterior dining: Multiple off-site locations are proposed for off-site outdoor use and dining. Applicants are proposing to utilize the former Historical Society rose garden as a potential outdoor use area.
 Parking: Relies on 18 off-site parking spaces to support office, event space, and residential units. Parking is proposed to be leased on the existing City Hall parking lot.

ECONOMIC DEVELOPMENT SUBSIDY
Existing law defines economic development subsidy to mean any expenditure of public funds or loss of revenue to a local agency in the amount of $100,000 or more, for the purpose of stimulating economic development within the jurisdiction of a local agency, as provided. The City has subsidized the price of land in exchange for restrictions on the development of this property that impact the return on investment for the developer in order to achieve the City’s goals of activating the space.

The primary goal of this project is to act as an example and catalyst for new commercial/mixeduse development in the Downtown Commercial Zoning District. The City’s General Plan provides policies that support activation of underutilized sites around Sunken Gardens Park to help transition the area from solely an office environment to a retail and restaurant hub around the park. The project’s ongoing purpose is to support the growth and success of downtown by incentivizing the development of vacant and blighted property by facilitating the sale of vacant sites. Once developed, the site will provide jobs, sales tax revenue and maintenance of surrounding city properties. Without the City’s subsidy and facilitation of the sale of the site, a redevelopment project of this nature may not be feasible.

Government Code section 53083 requires the City to provide certain information about the economic development subsidy to the public. This information was provided in the Public Notice and Report, included as Attachment 1. The following items are required by Section 53083:

1. The name and address of all corporations or any other business entities, except for sole proprietorships, that are the beneficiary of the economic development subsidy.

9/23/25 | Item H2 | Staff Report
The agreement is with Centennial Plaza Walk, LLC, a California limited liability company, whose address is 624 N. Main Street, Templeton, CA 93465, and whose member is Colin Weyrick.

2. The start and end dates and schedule, if applicable, for the economic development subsidy.

If the Agreement is approved by the City Council, the date of the economic development subsidy will be the sale closing date (the date on which the land described in the Agreement is conveyed to the Developer).

3. A description of the economic development subsidy, including the estimated total amount of the expenditure of public funds by, or of revenue lost to, the local agency as a result of the economic development subsidy.

The economic development subsidy is comprised of a reduction in sale price from the appraised value of the vacant property located at 5901 East Mall, Atascadero, CA to the Developer. Based on a recent appraisal, the land value is approximately $350,000. The City would facilitate the sale of the Property to the Developer for the cost of $150,000.

4. A statement of the public purposes for the economic development subsidy.

The land has been vacant for 4 years. The City desires to incentivize development on the property and enable the Developer to construct the Project described in the Agreement.

5. The projected tax revenue to the local agency as a result of the economic development subsidy.

Between $75,000 and $ 100,000 annually, once fully occupied.

6. The estimated number of jobs created by the economic development subsidy, broken down by full-time, part-time, and temporary positions.

Full-time: 35
Part-time: 12
Temporary: 55 (during construction)
Pursuant to Government Code section 53083, the City must provide public notice and a hearing on the economic development subsidy prior to granting the subsidy. The City also must publish the information contained in the Report on its website for the entire term of the subsidy. Staff recommends the City Council approve the Public Notice of Report, which will allow the City to grant the economic development subsidy.

ALTERNATIVES:

1. Request more information from staff regarding this Subsidy.

9/23/25 | Item H2 | Staff Report

2. Do not approve the information on the Subsidy required pursuant to Government Code Section 53083, contained in the Public Notice and Report.

FISCAL IMPACT:

The fiscal impact for the Centennial Plaza Project is $150,000 in revenue from the sale of real property with an offsetting book value of $95,901. Additionally, the project will have a projected tax revenue of $75,000 - $100,000 per year (once fully occupied with tenants). Additional revenue is projected from the development process as a result of an increase in construction jobs and local spending while the project is being built.

REVIEWED BY OTHERS:

This item has been reviewed by the City Attorney and the Administrative Services Director.

REVIEWED AND APPROVED FOR COUNCIL AGENDA
________
Lara K. Christensen, Assistant City Manager
ATTACHMENT(S):

1. Economic Development Subsidy Information – Centennial Development Project (DEV24-0099 Centennial Plaza Mixed-Use)

09/23/25 | Item H2 | Attachment 1
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NOTICE OF HEARING AND REPORT PURSUANT TO
GOVERNMENT CODE SECTION 53083

ECONOMIC DEVELOPMENT SUBSIDY TO BE GIVEN

UNDER A PURCHASE AND SALE AGREEMENT BETWEEN

THE CITY OF ATASCADERO

AND CENTENNIAL PLAZA WALK, LLC
NOTICE IS HEREBY GIVEN that the City of Atascadero will hold a public hearing in the Council Chambers at 6500 Palma Avenue, Ca Atascadero on September 23, 2025 at 6:00 p.m., unless otherwise changed by the City Manager, to consider a Purchase and Sale Agreement and Escrow Instructions between the City of Atascadero and Centennial Plaza Walk, LLC, a California limited liability company (“Agreement”). All interested persons are invited to attend this hearing and express opinions upon the items listed below. The Agreement is available for review at City Hall or at the City’s website at https://www.atascadero.org/meetings.

Pursuant to Government Code Section 53083, the City Council of the City of Atascadero must hold a noticed public hearing (as part of regularly scheduled council meeting) and, prior to the public hearing, provide all of the following information in written form and available to the public and through the City’s website, regarding a proposed economic development subsidy to be provided by the City pursuant to the Agreement.

The purpose of the following report is to provide the information required pursuant to Government Code Section 53083. This report shall remain available to the public and posted on the City’s website until the end date of the economic development subsidy (described in Item 2 below).

1. The name and address of all corporations or any other business entities, except for sole proprietorships, that are the beneficiary of the economic development subsidy.

The agreement is with Centennial Plaza Walk, LLC a California limited liability company, whose address is 624 N. Main Street, Templeton, CA 93465, and whose member is Colin Weyrick.

2. The start and end dates and schedule, if applicable, for the economic development subsidy.

If the Agreement is approved by the City Council, the date of the economic development subsidy will be the closing date (the date on which the land described in the Agreement is conveyed to the Developer).

3. A description of the economic development subsidy, including the estimated total amount of the expenditure of public funds by, or of revenue lost to, the local agency as a result of the economic development subsidy.

The economic development subsidy is comprised of a reduction in sale price from the appraised value of the vacant property located at 5901 East Mall, Atascadero, Ca to Developer. Based on a recent appraisal, the land value is approximately $350,000. The City would facilitate the sale of the Property to the Developer for the cost of $150,000.

09/23/25 | Item H1 | Attachment 1

4. A statement of the public purposes for the economic development subsidy.

The land has been vacant for 4 years. The City desires to incentivize development on the property and enable the Developer to construct the Project described in the Agreement.

5. The projected tax revenue to the local agency as a result of the economic development subsidy.

Between $75,000 and $ 100,000 annually, once fully occupied.

6. The estimated number of jobs created by the economic development subsidy, broken down by full-time, part-time, and temporary positions.

Full-time: 35
Part-time: 12
Temporary: 55 (during construction)
POSTED ON CITY WEBSITE AS OF SEPTEMBER 17 2025 at the following path:
https://www.atascadero.org/project/centennial-plaza-mixed-use-project.

CITY OF ATASCADERO
CITY COUNCIL STAFF REPORT Item I1
Department: Community
Development
Date: 9/23/25
Placement: Management
Report
TO: JAMES R. LEWIS, CITY MANAGER
FROM: PHIL DUNSMORE, COMMUNITY DEVELOPMENT DIRECTOR
PREPARED BY: PHIL DUNSMORE, COMMUNITY DEVELOPMENT DIRECTOR SUBJECT: Centennial Plaza Purchase Agreement DEV24-0099 RECOMMENDATION:

Authorize the City Manager to execute a sales agreement with Colin Weyrick for the private purchase of the Centennial Plaza properties (APN 029-347-020 and APN 029-347-033) in the amount of $150,000 for the development of the approved mixed-use project in a form and content acceptable to the City Attorney.

DISCUSSION:

BACKGROUND
In 2022, the City Council rezoned the vacant lots surrounding Centennial Plaza with a planned development (PD) overlay to further one of the key focus areas, Downtown Vitality, of the Council’s 2023-2025 Strategic Priorities. The City Council determined that the lots should be utilized for private development that supports desired retail, restaurant, and related active uses around the Sunken Gardens. The PD is designed to enrich the downtown by encouraging development that enhances architectural character and streetscape aesthetics and stimulates long-term economic growth.

Following adoption of the PD, staff began the process to release the sites by preparing a declaration of surplus land and fulfilling all requirements of the Surplus Land Act. The City did not receive any offers to purchase the land during the required advertising period of the Surplus Land Act. Accordingly, City staff pursued disposition by other means, which involved issuing an RFQ and subsequent RFP to attract and evaluate qualifying mixed-use project designs and a qualified buyer/developer.

On August 13, 2024, the City Council selected Colin Weyrick as the preferred developer/buyer for the Centennial Plaza Mixed Use Project based on his design submittal and his qualifications. The concept plan to develop the vacant lots surrounding Centennial Plaza was approved by the Design Review Committee on December 12, 2024. Staff has also prepared for Council approval tonight a

9/23/25 | Item I1 | Staff Report
subsidy report determining the sale of the properties results in economic development benefit to the City (Agenda Item H2).

The final step in conveying the vacant lots surrounding Centennial Plaza into private ownership includes the authorization of the purchase agreement, which is the sole purpose of this report. City staff, with the support of the City Attorney’s Office, completed negotiations with the buyer on a tentative purchase agreement for the property. The purchase agreement requires that the developer construct only the approved project and requires that the developer adhere to anticipated project timelines.

Centennial Plaza “Mixed-Use” Project
The approved project reflects the desired features of the PD Overlay Zone and portrays the future of downtown Atascadero. Two three-story buildings frame the plaza and multiple pedestrian bridges connect the buildings. The building is designed to accommodate ground floor restaurant and retail space with office and residential uses on the second and third floors. The applicant team has also purchased a 25-foot-wide vacant lot adjacent to the Centennial Plaza lots as part of the development plan for the project. Land uses such as the residential and office uses above the ground floor will rely upon off-site parking.

PURCHASE AGREEMENT
The draft purchase agreement includes a set of Covenants, Conditions & Restrictions (CC&Rs) that are designed to provide project milestones that must be adhered to by the buyer. These milestones help ensure that the developer will construct and complete the project within a reasonable time frame following the purchase. The following milestones are proposed:
 Obtain and pay for all construction permit approvals for the project, ensuring they are issued within eighteen (18) months of the Buyer’s closing date on the property.

9/23/25 | Item I1 | Staff Report
 Completion of shell buildings and site improvements within three (3) years from issuance of construction permits.
 Completion of tenant improvements for units with executed leases or to be used by Developer or affiliate within two (2) years from completion of shell buildings.  Payment of development impact fees as to shell building improvements at final inspection.  Provide City with a more detailed project schedule following approval of permits by the City. Schedule may not extend any of the foregoing deadlines and Developer shall follow such schedule to the extent they shorten any of the above times (but deadlines still may be extended by excusable delays).

The applicant will require nearby parking to support the proposed residential and office uses within the project. To accommodate this need, the City has tentatively agreed to allow long-term use of parking spaces within the adjacent City Hall parking lot. Establishing a parking easement or related agreement represents an important economic development tool the City can use to advance this transformative project. Some potential parking spaces that could be utilized for the development fall within an easement currently leased to the Historical Society. While the Historical Society does not actively maintain or use these parking spaces, these spots remain within their lease area and are therefore part of their lease obligations. City staff is continuing negotiations on the parking and will resolve this matter prior to issuance of construction permits for the project. As a result, a parking agreement is not included in the attached sales agreement.

NEXT STEPS
Since the City Council’s 2022 decision to sell the property for economic development, significant steps have been completed to enable the approved development plan. The purchase agreement and subsidy report represent the final pieces of documentation required to move the project forward. Upon authorization for the City Manager to execute the purchase agreement with the new owner, the applicant team will begin drafting construction documents, while City staff will continue securing parking spaces and encroachment permits to support the project. Staff will also ensure compliance with the CC&Rs to be recorded with the purchase agreement. The ultimate outcome will be a vibrant mixed-use project that is expected to catalyze additional development around Sunken Gardens Park and throughout the downtown.

ALTERNATIVES:

1. Request more information from staff regarding the sale and purchase agreement and continue the item.

2. Do not approve the purchase agreement and provide direction to staff on the future disposition of the property.

FISCAL IMPACT:

The fiscal impact for the Centennial Plaza Project is $150,000 in revenue from the sale of real property with an offsetting book value of $95,901. Additionally, the project will have a projected tax revenue of $75,000 per year (once fully occupied with tenants).

9/23/25 | Item I1 | Staff Report
REVIEWED BY OTHERS:

This item has been reviewed by the City Attorney’s Office and the Administrative Services Director.

REVIEWED AND APPROVED FOR COUNCIL AGENDA
_________
Lara K. Christensen, Assistant City Manager
ATTACHMENT(S):

1. Purchase Agreement

2. CC&Rs

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AGREEMENT FOR PURCHASE AND SALE

AND ESCROW INSTRUCTIONS

THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS (this “Agreement”) is dated as of _______________, 2025, and is entered into by and between the CITY OF ATASCADERO (“Seller” or “City”), and CENTENNIAL PLAZA WALK LLC, a California limited liability company (“Buyer”).

RECITALS
A. Seller owns the unimproved parcels of real property located in the Downtown Commercial Zone at 5901 East Mall, Atascadero, California as more particularly described in Exhibit A, attached hereto (“Property”).

B. Buyer’s principals own the owner of real property bearing APN: 029-347-030, and more particularly described as:
“Lot 12” in Block "OL" of Atascadero, in the City of Atascadero, County of San Luis Obispo, State of California, according to Amendment "N" to map of Atascadero recorded September 3, 1925 in Book 4, Page 67-C of Maps, in the office of the County Recorder of said County. Except therefrom the mineral rights below 500 feet (the “Adjacent Property”).

C. Pursuant to Buyer’s response to the City’s Request for Qualifications and acceptance by the City related to the City’s desire to develop Centennial Plaza (“Plaza”) and surrounding area for economic benefit of the City, Buyer has agreed to purchase the Property from Seller, and apply for and obtain a patio encroachment permit from Seller, all in order to complete the commercial mixed use development project described in Exhibit D (the “Project”) on the terms set forth herein.

D. The City has determined that Buyer has the necessary expertise, skill and ability to carry out the commitments set forth in this Agreement and that this Agreement is in the best interest and will materially contribute to the City's economic development goals.

E. The City finds and determines that the sale of the Property is exempt from California Environmental Quality Act, California Public Resources Code §21000-§21177, as amended ("CEQA") pursuant to Government Code Section 15312 (surplus land). Furthermore, pursuant to CEQA and its implementing guidelines, the City (in its capacity as "lead agency"), has prepared and shall cause to be filed with the San Luis Obispo County Recorder's Office, a Notice of Exemption (the "Notice of Exemption") for the transactions contemplated by this Agreement.

NOW, THEREFORE, in consideration of the mutual terms hereof and for other valuable consideration, the sufficiency of which is hereby acknowledged, Buyer and Seller hereby agree as follows:
09/23/25 | Item I1 | Attachment 1

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1. SALE AND PURCHASE PRICE.

1.1 Sale and Purchase. Seller agrees to sell the Property to Buyer and Buyer agrees to purchase the Property on the terms and subject to the conditions set forth herein.

1.2 Purchase Price; Prevailing Wages for Construction. The purchase price for the Property shall be One Hundred and Fifty Thousand Dollars ($150,000.00) (the “Purchase Price”). Buyer shall deposit funds in the amount of Ten Thousand and No/100 Dollars ($10,000.00) with Escrow to open escrow which shall constitute Buyer’s earnest money deposit (“Deposit”). The timely delivery of the Deposit is a condition precedent to the ongoing validity of this Agreement, and the failure of Buyer to timely deliver the Deposit as provided for herein shall at Seller's option, subject to Section 1.2.2 below, cause this Agreement to be terminated, and thereafter neither party shall have any further right or obligation under this Agreement, unless expressly provided otherwise in this Agreement. The Deposit shall become immediately nonrefundable to Buyer upon Buyer’s delivery to the Title Company of with a waiver of all contingencies at any time prior to 5:00 on the last day of the Inspection Period. The Deposit, less the Independent Consideration, shall be applicable to the Purchase Price at the Closing. If Buyer elects not to proceed by the termination of the Inspection Period, the Deposit, less the Independent Consideration shall be returned to Buyer.

1.2.1 The amount of One Hundred Dollars ($100.00) of the Deposit shall constitute independent consideration paid to Seller (the "Independent Consideration"), which amount the parties bargained for and agreed to as adequate and sufficient consideration for Buyer’s exclusive right to inspect and purchase the Property pursuant to this Agreement and for Seller's execution, delivery and performance of this Agreement. The Independent Consideration is in addition to and independent of any other consideration or payment provided in this Agreement, is nonrefundable, is fully earned and shall be retained by Seller notwithstanding any other provision of this Agreement

1.2.2 Buyer represents and warrants to Seller that the amount by which the Purchase Price is lower than fair market value is within the “de minimis” exemption under California Labor Code Section 1720. Buyer shall defend, indemnify and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs and expenses arising from alleged noncompliance with Labor Code Sections 1720 et seq., including without limitation any that are based on or arise from the application of California Labor Code 1781 to its work on the Project.

2. Additional Rights. In addition to the sale of the Property, and subject to Buyer’s compliance with all terms of this Agreement and the Covenants and Conditions Regarding Property and Right of Reverter (“Covenants and Conditions”) addressed in Section 6 as a condition of Buyer’s obligation to purchase the Property, City agrees to grant to Buyer:

2.1 Patio and Trash Receptacle Encroachment Rights. Based on the final development plans for the Project approved by the City, the City will not unreasonably withhold its consent to issuing a patio and trash receptacle encroachment permit(s) or enter into patio and trash receptacle encroachment agreements (to be executed and delivered at the Closing) authorizing Buyer to construct City-approved improvements (and place one or more trash bins/receptacles) to link or integrate the Project into the Plaza based on its final approved designs. 09/23/25 | Item I1 | Attachment 1

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2.2 Incorporation of Designated Equipment. The City shall allow Buyer to incorporate and reasonably use above-ground moveable equipment designated for use in the Plaza, including within encroachment areas, which equipment is not a fixture and is not being used but is stored for use in the Plaza (e.g., benches and trash receptacles). The City makes no guarantee as to the condition of or suitability of use of such equipment for any purpose.

2.3 Public Restroom. As additional consideration from Buyer to Seller, Seller agrees that at all times the Project commercial common area is available and open to the public, the Project will include restrooms designated for public use, provided Buyer reserves the right to limit uses at any time for safety, sanitary and to prevent conditions that would clearly constitute actionable nuisance, and to reasonably close such restrooms for maintenance, improvement/replacements, and repairs.

2.4 Other Buyer Rights. It shall be a condition to the Close of Escrow that the parties shall have agreed upon a mechanism for parking, airspace and rights to other areas required for Buyer’s intended use of the Project.

3. TITLE.

3.1 Grant Deed; Title Report/Review. Title to the Property shall be conveyed by a grant deed in the form attached hereto as Exhibit B, and shall be evidenced by a CLTA Standard Coverage Form of Owner’s Policy of Title Insurance (“Title Policy”). The Title Policy shall be issued by First American Title Insurance Company, 7355 Morro Road, Suite 102, Atascadero CA 93422 (805/466-8545) (“Title Company”), with liability in the full amount of the Purchase Price, insuring title to the Property and the Easements as vested in Buyer, free and clear of all deeds of trust and other liens (except any liens for special taxes/assessments not yet delinquent as of the Close of Escrow) but otherwise subject to all matters then affecting title to the Property (which shall constitute “Approved Title Exceptions”).

3.2 Upon the execution of this Agreement, Buyer shall promptly obtain a preliminary report for the Property(“PTR”) from the Title Company and email a copy of it (with hyperlinks to the title exception documents) to Seller at [email protected].

3.3 Buyer acknowledges that title to the Property shall be conveyed to Buyer by the Grant Deed, subject only to the following title matters each of which shall be included in the approved condition of title ("Approved Condition of Title"):
(a) a lien to secure payment of general and special real property taxes and assessments, not delinquent;
(b) a lien of supplemental taxes assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code arising in connection with the transaction contemplated by this Agreement and covering periods following Closing; 09/23/25 | Item I1 | Attachment 1

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(c) matters affecting the condition of title created pursuant to the terms of this Agreement, including as provided in Section 6 and reflected in the Property Covenants, or otherwise by or with the written consent of Buyer;
(d) all exceptions which are disclosed by the PTR, except for any that the Seller agrees to remove after timely written objection by Buyer; and (e) all applicable laws, ordinances, rules and governmental regulations (including, but not limited to, those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property and/or Easements, as applicable.

If any title exception in the PTR is unacceptable to Buyer, Buyer shall provide its objections to Seller and the Title Company in writing within thirty (30) days after its receipt of the PTR. Upon receipt of the objections, Seller shall have ten (10) days after receipt to either cause the removal of or otherwise agree in writing to remove of Buyer’s objections by the Close of Escrow. If Seller refuses to remove any of Buyer’s title objections, Buyer may terminate this Agreement by written notice to Seller, the Deposit shall be returned to Buyer and neither party shall have any remaining obligations to the other.

3.4 Acts After Date of Agreement. During the period from the date of this Agreement through the Close of Escrow, Seller shall not record or permit to be recorded any document or instrument relating to the Property or contemplated encroachment areas other than as contemplated by this Agreement or physically alter the Property or such areas without the prior written consent of the Buyer.

4. NO REPRESENTATIONS BY SELLER (“AS IS” SALE); INSPECTIONS. On or before the date that is five (5) business days after the date of this Agreement, Seller shall disclose in writing to Buyer all material facts about the Property that are known to Buyer and provide any written documentation in its possession related to the Property that is not privileged (“Property Documents”). Notwithstanding the foregoing, Buyer acknowledges that Seller has not made, and is not making any representations or warranties about the Property, express or implied, and is not obligated to alter or improve or repair the Property. Without limiting the generality of the foregoing, Buyer acknowledges that Seller has made no representations (express or implied) regarding the accuracy of the Property Documents delivered to Buyer, the qualifications of the parties preparing such information or the conclusions set forth therein. Buyer agrees that Seller shall not have any liability, obligation or responsibility of any kind with respect to any of the following: (i) the content or accuracy of any report, study, opinion or conclusion of any soils, toxic, environmental or other engineer or other person or entity who has examined the Property or any aspect thereof; (ii) the content or accuracy of any information released to Buyer by an engineer or planner in connection with the development of the Property; (iii) any of the items delivered to Buyer pursuant to Buyer’s review of the condition of the Property; and (iv) the content or accuracy of any other development or construction cost, projection, financial or marketing analysis or other information given to Buyer by Seller or reviewed by Buyer with respect to the Property.

4.1 Inspection Period. Buyer shall have until the date that is sixty (60) days after the date of the PTR (“Inspection Period”), to conduct at Buyer’s sole expense such reasonable inspections and testing of the Property, including any soils and ground water, as Buyer may desire 09/23/25 | Item I1 | Attachment 1

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or deem appropriate, in Buyer’s sole discretion. In conducting such inspections and testing, Buyer shall endeavor to minimize damage to the Property, and any improvements thereon, and shall, if escrow fails to close, return the Property, including any improvements thereon, if any, to its condition prior to Buyer’s inspections and testing. Seller hereby grants to Buyer and its authorized employees, representatives, agents, and contractors, permission and a license to enter upon the Property at all reasonable times prior to the end of the Inspection Period for the purpose of conducting such inspections and testing. Buyer shall indemnify, protect, defend (with legal counsel reasonably acceptable to Seller), and hold Seller harmless from and against any and all claims, liabilities, losses, damages, costs and expenses arising from, related to or caused by, Buyer’s entry upon the Property or the performance of any inspection or test conducted by or at the request of Buyer or its contractors or agents (but not the results thereof). Buyer’s failure to deliver a written approval notice to Seller by 5:00 p.m. PST on the last day of the Inspection Period shall constitute Buyer’s election to terminate the Agreement as of the end of the Inspection Period.

5. ESCROW.

5.1 Escrow Holder. The escrow shall be opened with the Title Company (in such capacity, the “Escrow Holder”), within five (5) days after the execution of this Agreement by Buyer and Seller delivery a copy of this executed Agreement (or copies of executed counterparts of this Agreement) with Escrow Holder and requesting that an escrow be opened. This Agreement shall be considered as the escrow instructions between the parties, with such further instructions consistent herewith as either party or Escrow Holder requires in order to clarify the duties and responsibilities of Escrow Holder. Buyer and Seller may each provide closing instructions to Escrow Holder provided they are consistent with this Agreement.

5.2 Close of Escrow. For the purposes of this Agreement, “Close of Escrow” shall be the date on which a grant deed for the Property in favor of Buyer is recorded in the Official Records of the San Luis Obispo County Recorder’s Office. Provided all of Seller’s and Buyer’s obligations to be performed on or before Close of Escrow have been performed and all the conditions to the Close of Escrow set forth in this Agreement have been satisfied, escrow shall close on or before the date that is ten (10) days after the end of the Inspection Period (or if such date is not a business day, then on the next business day) (“Closing Date”). All risk of loss or damage with respect to the Property shall pass from Seller to Buyer at the Close of Escrow.

Possession of the Property shall be delivered to Buyer upon the Close of Escrow.

5.3 Seller Required to Deliver. Before the Close of Escrow, Seller shall deposit into escrow the following:

5.3.1 A grant deed conveying the Property to Buyer, in the form attached hereto as Exhibit B, duly executed by Seller and acknowledged (the “Grant Deed”);

5.3.2 If required by Escrow Holder (Seller and/or transaction may be exempt), a California 593 certificate and a federal non-foreign affidavit (with respect to Seller), such that no withholding will be required from the Purchase Price; 09/23/25 | Item I1 | Attachment 1

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5.3.3 The Covenants and Conditions to be recorded at Close per Section 6, executed by Seller and acknowledged; and

5.3.4 Any other documents reasonably required by Escrow Holder or the Title Company to be deposited by Buyer to carry out the escrow.

5.4 Buyer Required to Deliver. On or before the Close of Escrow, Buyer shall deposit into escrow the following:

5.4.1 The Purchase Price;

5.4.2 A counterpart of the Covenants and Conditions to be recorded at Close per Section 6, executed by Buyer and acknowledged; and

5.4.3 Any other documents reasonably required by Escrow Holder to be deposited by Buyer to carry out this escrow.

5.5 Conditions to the Close of Escrow. Escrow shall not close unless and until both parties have deposited with Escrow Holder all sums and documents required to be deposited as provided in this Agreement.

Seller’s obligation to close is subject to the satisfaction of all of the following conditions precedent, which are for Seller’s benefit and may be waived only by Seller:

5.5.1 Delivery of reasonable evidence to Seller that Buyer has in an account in the sole name of Buyer or its controlled affiliates, sufficient equity funds to pay the Project development/construction costs not covered by its contemplated construction loan that have been legally committed to the Project.

5.5.2 Buyer shall have provided City with proof of ownership in form of a Title Commitment of Buyer’s principals ownership of the Adjacent Property.

5.5.3 Buyer shall have agreed to take the Property subject the Covenants and Conditions required by the City per Section 6.

If any of the conditions to Close of Escrow are not timely satisfied for a reason other than a default of Buyer or Seller under this Agreement, and this Agreement is terminated, then upon termination of this Agreement, Escrow Holder shall promptly return to Buyer all funds (and any interest accrued thereon) and documents deposited by Buyer in escrow and to return to Seller all funds and documents deposited by Seller in escrow and which are held by Escrow Holder on the date of the termination (less, in the case of the party otherwise entitled to such funds, however, the amount of any cancellation charges required to be paid by such party under Section

5.10 below).

Additionally, Buyer’s obligation to close is subject to the satisfaction of all of the following conditions precedent, which are for Buyer’s benefit and may be waived only by Buyer:
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5.5.4 Seller shall have performed all agreements to be performed by Seller hereunder.

5.5.5 Title Company shall have issued or shall have committed to issue the Title Policy to Buyer, for the amount of the Purchase Price, showing fee title to the Property to be vested in Buyer subject only to the approved Title Exceptions.

5.5.6 Buyer shall have agreed to the Covenants and Conditions required by the City per Section 6, in a form and with substance acceptable to the City.

5.6 Recordation of Grant Deed; Delivery of Funds and Possession. Upon receipt of the funds and instruments described in this Section 5, Escrow Holder shall cause the Grant Deed and the Covenants and Conditions to be recorded (in that order) in the office of the County Recorder of San Luis Obispo County, California. Thereafter, Escrow Holder shall deliver the proceeds of this escrow (less charges allocated to Buyer as shown on a preliminary Settlement Statement prepared by Escrow Holder and executed by Buyer and Seller).

5.7 Prorations. All property taxes and assessments shall be prorated between Buyer and Seller as of the Close of Escrow based on the latest available tax information. All prorations shall be determined on the basis of a 360-day year.

5.8 Costs of Escrow. Seller shall pay the premium for the Title Policy (excluding the cost of endorsements or extended coverage, which shall be paid by Buyer); and fifty percent (50%) of the escrow fees. Seller shall pay for the other fifty percent (50%) of the escrow fees, recording costs and documentary transfer taxes.

5.9 Brokers. Buyer and Seller represent to one another that no broker or finder has been engaged by it in connection with the transaction contemplated by this Agreement, or to its knowledge is in any way connected with such transaction. Buyer shall defend, indemnify and hold harmless Seller from and against all claims of any agent, broker, finder or other similar party arising from or in connection with Buyer’s communications, agreements or activities relating to the purchase of the Property by Buyer. Seller shall defend, indemnify and hold harmless Buyer from and against all claims of any agent, broker, finder or other similar party arising from or in connection with Seller’s communications, agreements or activities relating to the sale of the Property by Seller.

5.10 Escrow Cancellation Charges. If this transaction fails to close by reason of the default of either party hereunder, the defaulting party shall be liable for all escrow and title cancellation charges. If escrow fails to close for any other reason, each party shall pay one-half (l/2) of all escrow and title cancellation charges.

6. POST-CLOSING COVENANTS AND CONDITIONS REGARDING
PROPERTY AND SELLER RIGHT REVERTER. The City’s sale of the Property to Buyer at the Purchase Price is conditioned on Buyer’s agreement as “Developer” to develop and complete the Project on milestones agreed by the parties as set forth in the Covenants and Conditions Regarding Property and Right of Reverter substantially in the form of Exhibit C, attached hereto (“Covenants and Conditions”), which shall be recorded against the Property by the City in association with the 09/23/25 | Item I1 | Attachment 1

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sale of the Property, and which Covenants and Conditions shall run with the land, shall not be merged with the Grant Deed and survive the Close of Escrow. The rights established in this Section 6 are to be interpreted in light of the fact that the City will convey the Property to the Buyer for development of the Project and not for speculation.

6.1 Right of Reverter. Buyer acknowledges that the Covenants and Conditions expressly acknowledges that the City shall have the right, among other remedies to invoke and enforce rights as to ownership of the Property should the Buyer fail to comply with the Covenants and Conditions on the terms stated therein.

6.2 Release. The Covenants and Conditions shall remain on title until released by the City which City agrees shall be on that the Buyer, or then owner of the Property, has complied with the Covenants and Conditions, as evidenced by issuance by City/Seller and delivery to Buyer of a Certificate of Completion in recordable form certifying that the Development has been completed in accordance with this Agreement and the Covenants and Conditions.

7. REPRESENTATIONS AND WARRANTIES.

7.1 Representations and Warranties of Seller. Seller represents to Buyer that the following are true and accurate in all material respects to Seller's current actual knowledge as of the Effective Date of this Agreement and shall be true and accurate in all material respects to Seller's current actual knowledge at the time of Closing.

7.1.1 Authorization. Except as otherwise provided in this Agreement, Seller has full right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by Seller pursuant hereto, and all required action and approvals therefor have been duly taken and obtained. The individuals signing this Agreement and all other documents executed or to be executed pursuant to this Agreement on behalf of Seller are and shall be duly authorized to sign the same on Seller's behalf and to bind Seller thereto.

7.1.2 Bankruptcy. Seller has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Seller's creditors; or (iii) suffered the appointment of a receiver to take possession of all or substantially all of Seller's assets.

7.1.3 Litigation. There are no claims, causes of action or other litigation or proceedings pending, or contemplated or threatened, with respect to the ownership, operation or environmental condition of the Property or any part thereof (including disputes with mortgagees, governmental authorities, utility companies, contractors, adjoining land owners or suppliers of goods or services) or Seller's ability to perform its covenants and obligations under this Agreement.

7.1.4 Violations. Except as may be disclosed in any Property Documents delivered from Seller to Buyer and for any matters disclosed elsewhere in this Agreement, there are no violations of any health, safety, pollution, environmental, zoning or other laws, ordinances, rules or regulations with respect to the Property, which have not been heretofore remediated to the satisfaction of applicable governmental entities.
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7.1.5 Condemnation. There is no existing, pending or threatened condemnation of any part of the Property.

7.1.6 No Notices. Seller has received no notice that the Property is located within an area that has been designated by the Federal Emergency Management Agency, the Army Corps of Engineers or any other governmental body as located in a flood plain area, a "wetlands" area, or a conservation area.

7.1.7 Possession and/or Occupancy. There are no leases, rights of first refusal, or other agreements relating to the right of possession and/or occupancy of the Property by any person or entity, except for matters of record, and the rights and interests of the City including the Covenants and Conditions.

7.1.8 Liens; Contracts. The Property is not subject to any mechanics' liens and there are no management agreements, maintenance or service contracts, non-governmental use restrictions or other agreements relating to the Property that are unrecorded and that would be binding on the Property or Buyer.

7.1.9 The terms "Seller's knowledge," "Seller's current actual knowledge," and terms of similar import shall mean the actual current (and not constructive) knowledge of the City Manager only, without any duty of the City Manager to conduct any inquiry or investigation of any kind or nature whatsoever. The individual(s) named in this paragraph shall not have any personal liability in connection with any representations or warranties of Seller.

7.1.10 Continuing Validity of Seller's Representations and Warranties. The Seller’s representations and warranties above shall be in effect from the Effective Date through the Closing, subject to written modifications by Seller accepted by Buyer. The obligation of Buyer to close the transaction contemplated herein is subject to all of the representations and warranties of Seller contained in this Section 7.1 being true and correct in all material respects on the Closing Date. Buyer shall have the right to terminate this Agreement, with return of its Deposit if Seller’s representations and warranties are not true provided Buyer was not otherwise aware of the true condition prior to the end of the Inspection Period. Upon such termination and the return to Buyer of its Deposit, neither Seller nor Buyer shall thereafter have any further right or obligation under this Agreement unless expressly provided otherwise in this Agreement; however, none of the City’s representations, warranties, or covenants made in this Agreement shall continue to be effective for any reason whatsoever if this Agreement is terminated prior to Closing.

7.2 Representations and Warranties of Buyer. Buyer represents, and warrants to Seller that the following are true and accurate in all material respects, each of which is material and relied upon by Seller in making its determination to enter into this Agreement:

7.2.1 Authorization. Except as otherwise provided in this Agreement, Buyer has full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by Buyer pursuant hereto, and all required action and approvals therefor have been duly taken and obtained. The individuals signing this Agreement and all other documents executed or to be executed pursuant to this Agreement on behalf of Buyer are and shall be duly authorized to sign the same on Buyer's behalf and to bind Buyer thereto. This Agreement 09/23/25 | Item I1 | Attachment 1

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and all documents to be executed pursuant hereto by Buyer are and shall be binding upon and enforceable against Buyer in accordance with their respective terms, and, to Buyer’s current actual knowledge, the transaction contemplated hereby will not result in a breach of, or constitute a default or permit acceleration of maturity under, any indenture, mortgage, deed of trust, loan agreement or other agreement to which Buyer is subject or by which Buyer is bound.

7.2.2 Bankruptcy. Buyer has not (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Buyer's creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of Buyer’s assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s assets; (v) admitted in writing its inability to pay its debts as they come due; or (vi) made an offer of settlement, extension or composition to its creditors generally.

7.2.3 Continuing Validity of Buyer's Representations and Warranties.

Buyer’s representations or warranties above shall be in effect from the Effective Date through the Closing, subject to written modifications by Buyer accepted by Seller.

7.2.4 Buyer Project Entitlements and Improvements. In addition to the foregoing, Buyer represents both before and after the Closing that Buyer, at its sole cost and expense, shall be responsible for obtaining all entitlements, approvals, consents, and permits relating to the development, construction, use, and operation of the Project. Further, Buyer shall be responsible for constructing and completing all improvements necessary to complete the Project, including without limitation all improvements of this Agreement.

8. ATTORNEYS’ FEES. In any action between Buyer and Seller seeking enforcement of any of the terms and provisions of this Agreement, the prevailing party in such action shall be awarded, in addition to damages, injunctive, or other relief, its reasonable costs and expenses, not limited to taxable costs, reasonable attorneys’ fees and reasonable fees of expert witnesses.

9. NOTICES. All notices, requests, demands, and other communication given or required to be given hereunder shall be in writing and sent by first class United States registered or certified mail, postage prepaid, return receipt requested, or sent by a nationally recognized courier service such as Federal Express for overnight delivery, duly addressed to the parties as follows:

To Seller: City of Atascadero
6500 Palma Avenue
Atascadero, CA 93422
Attn: Community Development Director
To Buyer: Centennial Plaza Walk LLC
626 N. Main Street
Templeton, CA 93465
Attn: Colin Weyrick
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Delivery of any notice or other communication hereunder shall be deemed made on the date indicated in the return receipt or courier’s records as the date of delivery. Any party may change its address for purposes of this Section 9 by giving notice to the other party as herein provided.

10. ASSIGNMENT; CONVEYANCE BY BUYER. Neither this Agreement nor any interest herein may be assigned by either party without the prior written consent of the other party.

Buyer may not assign this Agreement, convey or ground lease the Property until a Certificate of Occupancy for the Project has been issued.

11. ENTIRE AGREEMENT. This Agreement contains all of the agreements of the parties hereto with respect to the matters contained herein, and all prior or contemporaneous agreements or understandings, oral or written, pertaining to any such matters are merged herein and shall not be effective for any purpose. No provision of this Agreement may be amended, supplemented or in any way modified except by an agreement in writing signed by the parties hereto or their respective successors in interest and expressly stating that it is an amendment of this Agreement.

12. COUNTERPARTS; DIGITAL SIGNATURES. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. This Agreement may be executed by pdf scanned signature or through a digital signature application and shall be binding as executed; except that, any exhibit or document associated herewith that is subject to recorded must be executed through original signature and acknowledged.

13. EMAIL DELIVERY. This executed Agreement (and executed counterparts of this Agreement), may be delivered by email to [email protected] (for Seller) and to [email protected] (for Buyer).

14. TIME OF THE ESSENCE. Time is of the essence of this Agreement.

15. THIRD PARTIES. Nothing contained in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Agreement.

16. SEVERABILITY. If any one or more of the provisions in this Agreement shall be held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, unless such invalidity, illegality, or unenforceability materially affects the economic terms of the transactions contemplated by this Agreement or the ability of either party to perform its obligations under this Agreement. In such case, either party may terminate this Agreement and the escrow upon written notice to the other party given no later than ten (10) business days after the party giving such notice becomes aware of such invalidity, illegality, or unenforceability. In the event of such termination, all funds deposited with Escrow Holder by Buyer and any interest accrued thereon shall be returned to Buyer. 09/23/25 | Item I1 | Attachment 1

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17. ADDITIONAL DOCUMENTS. Each party hereto agrees to perform any further acts and to execute, acknowledge, and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.

18. AUTHORITY OF CITY MANAGER. The City Manager may give any and all notices, consents, and terminations hereunder on behalf of Seller provided they are in writing, and may enter into non-substantial modifications of this Agreement and any of the exhibits hereto provided they are in writing.

19. DUE AUTHORIZATION/EXECUTION. Upon execution hereof, each party shall promptly provide to the other party reasonable evidence of its due authorization of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

BUYER:

CENTENNIAL PLAZA WALK LLC
By: ______________________
Colin Weyrick, Its Manager.

SELLER:

CITY OF ATASCADERO
By:

James R. Lewis, City Manager
Attest:

Lara Christensen, City Clerk
APPROVED AS TO FORM:

David Fleishman, City Attorney
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Exhibit “A”

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EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

REAL PROPERTY IN THE CITY OF ATASCADERO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

LOTS 15, 16 AND 17 IN BLOCK "OL" OF ATASCADERO, IN THE CITY OF ATASCADERO,

COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO AMENDMENT "N" TO MAP OF ATASCADERO RECORDED SEPTEMBER 3, 1925 IN BOOK 4, PAGE 67-C OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM ALL MINERALS AND OIL IN, UNDER OR UPON SAID LOT 15, AS RESERVED BY OSCAR L. WILLETT, AS TRUSTEE IN DEED RECORDED JULY 6, 1926 IN BOOK 14, PAGE 147 OF OFFICIAL RECORDS.

ALSO EXCEPTING THEREFROM ALL STREETS, ROADS AND ALLEYS AS SHOWN ON THE MAP ABOVE REFERRED TO.

APN: 029-347-020
LOT 13 IN BLOCK OL OF ATASCADERO COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO AMENDMENT “N” TO MAP OF ATASCADERO RECORDED SEPTEMBER 3, 1925 IN BLOCK 4, PAGE 67 C OF MAPS.

APN: 029-347-033
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EXHIBIT B

FORM OF GRANT DEED
(Attached.)
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RECORDING REQUESTED BY,

AND WHEN RECORDED RETURN TO
(AND MAIL ALL PROPERTY TAX STATEMENTS TO):
___________________________
___________________________
___________________________
APN(S): 029-347-020 and 033
[SPACE ABOVE FOR RECORDER’S USE ONLY]
THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS:

This Grant Deed is exempt from Recording Fees pursuant to California Government Code Section 27383.

Documentary Transfer Tax is $_______. The property is in the City of Atascadero, County of San Luis Obispo, California.

GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged the CITY OF ATASCADERO (“Grantor”) hereby grants to Centennial Plaza Walk LLC, a California limited liability company (“Grantee”), the Property located in the City of Atascadero, County of San Luis Obispo, State of California, more particularly described on Exhibit A attached hereto and incorporated herein by reference and all improvements thereon (collectively, the “Property”), subject to all matters of record and the Covenants and Conditions executed by Grantor and Grantee and recorded substantially concurrently herewith, and any other matter of record or that would be disclosed by an ALTA survey.

IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the date set forth below.

Dated: , 202__
GRANTOR:

CITY OF ATASCADERO
By: _______________________________
Print Name:

Title:
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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 the document.

STATE OF CALIFORNIA
COUNTY OF ________________
On ________________ ____, 20____ before me,____________________________, Notary Public, personally appeared _________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: ______________________
(affix seal in above space)
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Exhibit A
to Grant Deed

LEGAL DESCRIPTION

REAL PROPERTY IN THE CITY OF ATASCADERO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

LOTS 15, 16 AND 17 IN BLOCK "OL" OF ATASCADERO, IN THE CITY OF ATASCADERO,

COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO AMENDMENT "N" TO MAP OF ATASCADERO RECORDED SEPTEMBER 3, 1925 IN BOOK 4, PAGE 67-C OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM ALL MINERALS AND OIL IN, UNDER OR UPON SAID LOT 15, AS RESERVED BY OSCAR L. WILLETT, AS TRUSTEE IN DEED RECORDED JULY 6, 1926 IN BOOK 14, PAGE 147 OF OFFICIAL RECORDS.

ALSO EXCEPTING THEREFROM ALL STREETS, ROADS AND ALLEYS AS SHOWN ON THE MAP ABOVE REFERRED TO.

APN: 029-347-020
LOT 13 IN BLOCK OL OF ATASCADERO COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO AMENDMENT “N” TO MAP OF ATASCADERO RECORDED SEPTEMBER 3, 1925 IN BLOCK 4, PAGE 67 C OF MAPS.

APN: 029-347-033
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EXHIBIT C

FORM OF

COVENANTS AND CONDITIONS REGARDING PROPERTY AND

RIGHT OF REVERTER
[Attached]
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EXHIBIT D

DESCRIPTION OF PROJECT
Project Design: The development project consistent with the conceptual development plans reviewed and approved by the City of Atascadero Design Review Committee on December 12, 2024, subject to those amendments reviewed and approved by the City through any subsequent review process. All development on the Property shall comply with the applicable zoning regulations and design standards established by the City, as defined by Planned Development Overlay (PD). The Project may be developed in one or more phases with the complete project generally described as:

The Project consists of two buildings, connected by bridges spanning over a City-owned public plaza, connecting event spaces. Total Building Area on completion of building on Property and also building on Adjacent Property Approximately 33,990 square feet, including; • Above grade deck and circulation spaces: 13,720 sq. ft commercial space on ground floor and approximately 10,353 sq. ft. on second floor, with approximately 9,917 sq. ft on third floor.
• Project to include residential uses, currently consisting of 3 studio apartments, 1- one bedroom apartment and 5 – two-bedroom units; however, the number of bedrooms per unit may change during review and design process.

Commercial Area on ground floor shall include space for restaurant, a planned distillery or similar type hospitality use (eating/gathering establishment) and mercantile shops/offices.

Second floor to include a planned indoor event space with exterior deck, with secondary gathering or bar/event area tied to the restaurant use on first floor.

Second floor will include residential units.

The Third floor will be limited to residential units, to include exterior decks.

The Project will include improvement of encroachment areas of the plaza with landscaping designed as sunken gardens and overlooking creek area. A series of exterior improvements tying the overall Project into Centennial Plaza including through use of exterior courtyards will integrate the Project, with intent to unify the back side of the building to promote walkability and dynamic use of space.
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RECORDING REQUESTED BY AND

WHEN RECORDED RETURN
TO:
___________________________
___________________________
___________________________
WITH A COPY TO:

City of Atascadero
6500 Palma Avenue
Atascadero, CA 93422
Attn: City Clerk
APN(S): 029-347-020 and -033
[SPACE ABOVE FOR RECORDER’S USE ONLY]
THE UNDERSIGNED GRANTOR DECLARES:

No fee pursuant to Government Code § 6103
No Documentary Transfer Tax per R&T Code § 11922
No Recording Fee per Government Code § 27383

COVENANTS AND CONDITIONS REGARDING PROPERTY

AND RIGHT OF REVERTER
The City of Atascadero, a municipal corporation (the “City”) has agreed to sell real property located in the Downtown Commercial Zone at 5901 East Mall, Atascadero, California, legally described in Exhibit A, attached hereto (the “Property”) to Centennial Plaza Walk LLC, a California limited liability company (“Developer” or “Buyer”), for development as a mixed use project pursuant and subject to the terms of an Agreement for Purchase and Sale dated ______________, 2025 (“Purchase Agreement”). As an express condition of the sale of the Property, the Property and Developer’s use is subject to the following reservation of covenants and conditions and right of reverter (“Covenants and Conditions”) which shall be binding on Buyer and its successors-in-interest and assigns as covenants running with the land. Capitalized terms used herein and not otherwise defined shall have the meaning given in the Purchase Agreement.

1. No Assignment. Buyer may not assign the Purchase Agreement, or ground lease or convey any portion of or interest in the Property, until Buyer completes the Project described in Exhibit B in compliance with the deadlines in Section 3 below.

2. Use of Property. At all times when these Covenants and Conditions are in effect, the Property may only be used for the planning, development, construction and operation of the Project.
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3. Milestones. Developer shall process and pay for Construction Permit approvals for the Project so that they can be issued no later than eighteen (18) months after the Closing Date of Buyer’s purchase of the Property.

3.1 After the City’s issuance of Construction Permits, the Developer shall complete the Project by the following determined milestone dates/deadlines, as may be extended by Excusable Delays:
(a) Completion of shell buildings and site improvements: three (3) years from issuance of Construction Permits (subject to extension by the City Manager under the first sentence of Section 3.2 below);
(b) Payment of development impact fees as to shell building: at final inspection. (c) Completion of tenant improvements for units with executed leases or to be used by Developer or affiliate: two (2) years from completion of shell buildings; and
Developer shall provide the City with a more detailed schedule after approval of permits by the City, but such schedule may not extend any of the foregoing deadlines, and which schedule Developer shall follow to the extent they shorten any of the above times (but deadlines still may be extended by Excusable Delays).

3.2 Delays. The City Manager may in good faith grant a reasonable extension of the thirty-six (36) month completion deadline, for cause, provided it is in writing. For purpose hereof, Excusable Delay means a City Delay or a Force Majeure Event, both as defined below. In the event of an Excusable Delay, the Developer shall have an extension of time to perform for the pendency of the Excusable Delay Event, provided the Developer provides the City of written notice of the Excusable Delay within a reasonable period after discovery (not to exceed ten business days), and provided such Excusable Delay tolling shall cease when the Excusable Delay period has ended.
(a) A “City Delay” means any unreasonable delay due to the City’s approval process that is beyond Developer’s control, including delays due to litigation or appeals of any approvals or moratoriums or similar action pending or threatened against the City that would materially impact or delay the development or construction of the Project or the sales of the residences therein. City Delays do not include failure of Developer to make complete or accurate submissions that comply with applicable law, or delays caused thereby. (b) A “Force Majeure Event” means an event that materially and directly affects a party's performance and is one or more of the following: (1) weather, earthquake or other natural disaster or event considered an “Act of God” occurring at the Project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); (4) pandemics, epidemics or quarantine restrictions; (5) strikes and other organized labor action occurring with regard to the Project that impacts construction, only to the extent such strikes and other organized labor action 09/23/25 | Item I1 | Attachment 2

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are beyond the control of Developer, and to the extent the effects thereof cannot be avoided by prompt use of replacement workers; and (6) a critical supply shortage for construction supplies due to another Force Majeure Event. For purposes of this section, "orders of governmental authorities," include ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority.

4. Other Conditions.

4.1 During construction of the Project and thereafter, Developer shall maintain the City-retained Centennial Plaza lot property for public access, including pedestrian pathways and seating areas and the new buildings shall not impede the existing access.

4.2 Developer agrees to incorporate the Adjacent Property, as defined in the Purchase Agreement, into the Project.

5. Default; Remedies and Right of Reverter.

5.1 The following shall constitute a Developer “Event of Default” (subject to any applicable notice and cure period) and a basis for the City to take action against Developer as provided herein:
(a) Developer constructs improvements not consistent with the Project described in the Exhibit B;
(b) Developer fails to diligently pursue permits for the Project; (c) (i) Developer fails to obtain permits or diligently complete construction of the Project by the deadlines set forth herein, or (ii) Developer abandons or suspends construction prior to completion of the Project for a period of sixty (60) days. (d) A Transfer occurs, either voluntarily or involuntarily, in violation of Section 1 hereof;
(e) A court having jurisdiction shall have made or entered any decree or order: (i) adjudging Developer to be bankrupt or insolvent; (ii) approving as properly filed a petition seeking its reorganization of Developer or seeking any arrangement for Developer under the bankruptcy law or any other applicable debtor's relief law or statute of the United States or any state or other jurisdiction; (iii) appointing a receiver, trustee, liquidator, or assignee of Developer in bankruptcy or insolvency or for any of their properties; or (iv) directing the winding up or liquidation of Developer, if any such decree or order described in clauses (i) to (iv), inclusive, shall have continued unstayed or undischarged for a period of ninety (90) days unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period will apply under this subsection (f) as well; or (v) Developer has admitted in writing its inability to pay its debts as they fall due or shall have voluntarily submitted to or filed a petition seeking any decree or order of the nature described in clauses (i) to (iv), inclusive; 09/23/25 | Item I1 | Attachment 2

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(f) Developer shall have assigned its assets for the benefit of its creditors or suffered a sequestration or attachment of or execution on any substantial part of its property, unless the property so assigned, sequestered, attached or executed upon shall have been returned or released within ninety (90) days after such event (unless a lesser time period is permitted for cure under any other mortgage on the Property, in which event such lesser time period shall apply under this subsection as well) or prior to sooner sale pursuant to such sequestration, attachment, or execution;
(g) Developer shall have been dissolved or shall have voluntarily suspended its business;
(h) There shall occur any default declared by any lender under any loan document related to any loans secured by a deed of trust on the Project after the expiration of all applicable cure periods; or
(i) Developer breaches any other material provision of these Covenants and Conditions.

5.2 Remedies. Upon the happening of an Event of Default in 5.1(b) or 5.1(c)(ii) or 5.1(i), the City shall notify Developer in writing of the Event of Default, and Developer shall have thirty (30) days after delivery of such notice to cure (or, if cure cannot reasonably be accomplished within said thirty (30) days, Developer may commence to cure such breach, failure, or act, within such thirty (30) days and must thereafter diligently prosecute the cure to completion within ninety (90) days after delivery of such notice). If Developer fails to so cure, or if another Event of Default described in Section 9.15.1 occurs, then the City shall be afforded all of its rights at law or in equity, and the right to exercise any or all of the following remedies:
(a) Prosecuting an action for damages, or specific performance; and (b) If the uncured default occurs prior to the issuance of a Certificate of Completion for the improvements, exercising the City's rights under Section 5.3 and Section 5.4 hereof; it being understood that the remedies in Section 5.3 will automatically terminate after the issuance of a Certificate of Completion for the Improvements.

5.3 Reversion to City.
(a) In lieu of any other remedies, for a Developer Event of Default prior to issuance of a Certificate of Completion for the Improvements, the City shall have the right to exercise its right of termination (right of reverter) by written notice to Developer, and reenter and take possession of the Property and all improvements completed thereon, and to revest in the City the estate of the Developer for such Property, and Developer shall promptly deliver to City an executed and acknowledged grant deed from Developer to City for the Property. City may enforce such reversion and obligation to deliver a grant deed by an action in specific performance, and may file a lis pendens in connection therewith. From and after the issuance of a Certificate of Completion for the Improvements, the remedies set forth in this Section 5.3 shall no longer be available to the City.
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(b) If and when the City re-sells the Property, then upon sale, the proceeds shall be retained by City.
(c) Such right to revest the Property to the City, to the extent provided in the Purchase Agreement, shall be subordinate and subject to and be limited by and shall not defeat, render invalid or limit:
(1) Any approved Security Financing Interest permitted by a written financing plan approved by the City Manager in writing; or (2) Any rights or interest provided in the Purchase Agreement for the protection of the holder of such Security Financing Interests. (d) If the City elects to execute its right of reverter under this Section

5.3, then Developer shall promptly deliver to the City, within ten (10) days of City’s exercise, copies of all plans and specifications for the Project with written consents from the preparers thereof to City’s use and assignment thereof, all permits and approvals obtained in connection with the Project, and all applications for permits and approvals not yet obtained but needed in connection with the Project (collectively, the “Documents”). The delivery of the Documents shall be accompanied by an assignment of Developer's right, title and interest in the Documents; provided however, that any use of the Documents by the City or any other person shall be without liability of any kind to Developer and without any representation or warranty of Developer or its employees as to the quality, validity, or usability of the Documents.

5.4 No Consequential Damages. Notwithstanding anything to the contrary elsewhere in these Covenants and Conditions or provided for under any applicable law, neither City or Developer shall, in any event, be liable to the other party, either in contract, tort or otherwise, for any consequential, incidental, indirect, special or punitive damages from such other person, including loss of future revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to the default or alleged breach hereof, whether or not the possibility of such damages has been disclosed to the other party in advance or could have been reasonably foreseen by such other party.

6. Waiver of Terms and Conditions. No waiver of any default or breach by Developer hereunder shall be implied from any omission by the City to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the waiver, and such waiver shall be operative only for the time and to the extent therein stated. Waivers of any covenant, term, or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition. The consent or approval by the City to or of any act by Developer requiring further consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar act. The exercise of any right, power, or remedy shall in no event constitute a cure or a waiver of any default under these Covenants and Conditions or the Purchase Agreement nor shall it invalidate any act done pursuant to notice of default, or prejudice the City in the exercise of any 09/23/25 | Item I1 | Attachment 2

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right, power, or remedy hereunder or under the Purchase Agreement, unless in the exercise of any such right, power, or remedy all obligations of Developer to City are paid and discharged in full.

7. Title of Parts and Sections. Any titles of the articles, sections or subsections of these Covenants and Conditions are inserted for convenience of reference only and shall be disregarded in construing or interpreting any part of its provision.

8. Runs with the Land. To the fullest extent permitted by law or equity, the covenants and agreements contained these Covenants and Conditions, without regard to technical classification or designation, legal or otherwise, shall be binding on the Developer’s successors and assigns and successors-in-interest and run for the benefit and in favor of and shall be enforceable by the City and its successors and assigns for the entire period during which such covenants shall be in force and effect. In the event of any breach of any of such covenants, the City shall have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. Only the City, its successors and assigns, and the Developer and the successors and assigns of the Developer in and to all or any part of the fee title to the Property shall have the right to consent and agree to changes or to eliminate in whole or in part any of the covenants contained in these Covenants and Conditions, or to subject the Property to additional covenants, easements, or other restrictions. For purposes of this Section 8, successors and assigns of the Developer means only those parties who hold all or any part of the Property in fee title, and does not include a tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under deed of trust, or any other person or entity holding less than a fee interest in the Property.

9. Notices. All notices, requests, demands, and other communication given or required to be given hereunder shall be in writing and sent by first class United States registered or certified mail, postage prepaid, return receipt requested, or sent by a nationally recognized courier service such as Federal Express for overnight delivery, duly addressed to the parties as follows:

To City: City of Atascadero
6500 Palma Avenue
Atascadero, CA 93422
Attn: Community Development Director
To Developer: Centennial Plaza Walk LLC
626 N. Main Street
Templeton, CA 93465
Attn: Colin Weyrick
Delivery of any notice or other communication hereunder shall be deemed made on the date indicated in the return receipt or courier’s records as the date of delivery. Any party may change its address for purposes of this Section by giving notice to the other party as herein provided.
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10. Attorneys’ Fees. In any action between the City and the owner of the Property seeking enforcement of any of the terms and provisions of these Covenants and Conditions, the prevailing party in such action shall be awarded, in addition to damages, injunctive, or other relief, its reasonable costs and expenses, not limited to taxable costs, reasonable attorneys’ fees and reasonable fees of expert witnesses.

11. Third Parties. Nothing contained in these Covenants and Conditions, expressed or implied, is intended to confer upon any person, other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this document.

12. Severability. If any one or more of the provisions in these Covenants and Conditions shall be held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this document shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

13. Authority of City Manager. The City Manager may give any and all notices, consents, and terminations hereunder on behalf of the City provided they are in writing. The City Manager may enter into non-substantial amendments of these Covenants and Conditions, provided they are in writing, signed by Developer, and recorded.

14. Due Authorization/Execution. Upon execution hereof, each party shall promptly provide to the other party reasonable evidence of its due authorization of these Covenants and Conditions.

15. Termination. These terms shall remain in place subject to modifications per Section 6 or will lapse on the earlier of reversion of the Property to the City after exercise (and if necessary, enforcement) of its rights under Section 5.3 or on the City’s issuance of a recordable Certificate of Completion under the Purchase Agreement.

16. Counterparts. This instrument may be executed in counterpart originals, all of which together when executed, shall be deemed to be one (1) instrument.

17. Time of the Essence. Time is of the essence of every provision hereof in which time is a factor.
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IN WITNESS WHEREOF, the Parties hereto executed these Covenants and Conditions on the date first above written.

CITY:

CITY OF ATASCADERO, a California
municipal corporation
By:
______________________, Mayor
City Clerk
APPROVED AS TO LEGAL FORM:

By:

David Fleishman, City Attorney
DEVELOPER OR BUYER:

CENTENNIAL PLAZA WALK LLC,
a California limited liability company
By: ________________________________________
Name: _____________________________________
Its: ________________________________________
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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 the document.

STATE OF CALIFORNIA )

COUNTY OF SAN LUIS OBISPO )
On _____________, 2025, before me,__________________________________, Notary Public, personally appeared _________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: ______________________
(affix seal in above space)
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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 the document.

STATE OF CALIFORNIA )

COUNTY OF SAN LUIS OBISPO )
On _____________, 2025, before me,__________________________________, Notary Public, personally appeared _________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: ______________________
(affix seal in above space)
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A
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EXHIBIT A
to Covenants and Conditions

LEGAL DESCRIPTION OF THE PROPERTY

REAL PROPERTY IN THE CITY OF ATASCADERO, COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

LOTS 15, 16 AND 17 IN BLOCK "OL" OF ATASCADERO, IN THE CITY OF ATASCADERO,

COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO AMENDMENT "N" TO MAP OF ATASCADERO RECORDED SEPTEMBER 3, 1925 IN OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM ALL MINERALS AND OIL IN, UNDER OR UPON SAID LOT 15, AS RESERVED BY OSCAR L. WILLETT, AS TRUSTEE IN DEED RECORDED JULY 6, 1926 IN BOOK 14, PAGE 147 OF OFFICIAL RECORDS.

ALSO EXCEPTING THEREFROM ALL STREETS, ROADS AND ALLEYS AS SHOWN ON THE MAP ABOVE REFERRED TO.

APN: 029-347-020
LOT 13 IN BLOCK OL OF ATASCADERO COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO AMENDMENT “N” TO MAP OF ATASCADERO RECORDED SEPTEMBER 3, 1925 IN BLOCK 4, PAGE 67 C OF MAPS.

APN: 029-347-033
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B
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EXHIBIT B
To Covenants and Conditions

PROJECT
Project Design: The development project consistent with the conceptual development plans reviewed and approved by the City of Atascadero Design Review Committee on December 12, 2024, subject to those amendments reviewed and approved by the City through any subsequent review process. All development on the Property shall comply with the applicable zoning regulations and design standards established by the City, as defined by the Planned Development Overlay (PD). The Project may be developed in one or more phases with the complete project generally described as:

The Project consists of two buildings, connected by bridges spanning over a public City-owned plaza, connecting event spaces. Total Building Area upon completion of the building on Property and also the building on the Adjacent Property shall be approximately 33,990 square feet, including:
• Above grade deck and circulation spaces: 13,720 sq. ft commercial space on ground floor and approximately 10,353 sq. ft. on second floor, with approximately 9,917 sq. ft on third floor.
• Project to include residential uses, currently consisting of 3 studio apartments, 1-one bedroom apartment and 5-two-bedroom units; however, the number of bedrooms per unit may change during review and design process.

Commercial Area on the ground floor shall include space for a restaurant, a planned distillery or similar type of hospitality use (eating/gathering establishment) and mercantile shops/offices.

The Second floor to include a planned indoor event space with exterior deck, with secondary gathering or bar/event area tied to the restaurant use on the first floor, and will include residential units, with airspace pathway expanding over the airspace of the City’s Centennial Plaza pathway from East Mall to Centennial Plaza.

The Third floor will be limited to residential units, including exterior decks. 09/23/25 | Item I1 | Attachment 2

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