Brentwood City Council
March 10, 2026

MARCH 10, 2026, 7:00 PM

CITY COUNCIL/SUCCESSOR AGENCY AGENDA
CITY COUNCIL CHAMBERS, 150 CITY PARK WAY
*IMPORTANT NOTICE ABOUT PUBLIC COMMENTS AND MEETING PARTICIPATION* City Council Members will be participating from the Council Chamber. Members of the public are invited to attend and participate at: the Council Chambers, 150 City Park Way, Brentwood CA As a courtesy and technology permitting, members of the public may provide remote public comment during public hearings and on business items via the City’s Zoom Platform. However, the City cannot guarantee that the public’s access to teleconferencing technology will be uninterrupted, and technical difficulties may occur from time to time. In those instances, so long as the public may still attend the meeting in person, the meeting will continue. In addition, the Zoom participation option is provided to the public as a courtesy in order to facilitate participation. If Zoom participation is not enabled, the meeting will continue with public attendance in person only. Members of the public desiring to provide comments as a part of the meeting are encouraged to either submit written comments by 3:00 p.m. prior to the meeting or to attend the meeting in person.

HOW TO PARTICIPATE
The public is invited to participate in the City Council meeting using any of the following methods:

1. IN PERSON:
a. Members of the public can provide in-person comments in the Council Chambers.

Members of the public are encouraged, but not required, to fill out a speaker card. The Council Chambers will have seating available for members of the public to attend in person up to full seating capacity.

2. REMOTE: Remarks by members of the public participating via Zoom are limited to speaking on items listed under public hearings; business items; and requests for future agendas items, existing requests. Zoom participation during the general public comment period will not be accepted, except in the event a City Council Member is participating remotely under the provisions of Government Code § 54953.8.
a. Zoom: www.brentwoodca.gov/vcc or Zoom Webinar ID: 760 1397 0037 b. Zoom Phone Numbers. Dial Toll Free: (833) 548-0276 or (833) 548-0282 or (877) 853-5247.
c. During the meeting, each period for public comment will be announced, and participants may use the “Raise Hand” feature on Zoom to request to speak. (If you need instructions on how to use this feature, please contact the City Clerk by noon of the meeting date at [email protected] or 925.516.5182.)

3. E-MAIL:
a. Public comments can also be submitted via e-mail to [email protected]. Any public comments received up until 3:00 p.m. of the meeting date will be:

1. distributed to the Council via email before the meeting,

2. posted online for public inspection at www.brentwoodca.gov/meetings and

3. later summarized in the meeting minutes.
b. As e-mails containing public meeting comments are part of the official record, note that personal contact information may be published if it is included with your e-mail.

4. TO WATCH OR LISTEN ONLY:
a. The public may view the meeting via one-way video feed by selecting the video option at the City Council Agendas’ link on the City webpage at www.brentwoodca.gov or via the City’s YouTube Channel: https://www.youtube.com/c/cityofbrentwoodca

CITY COUNCIL/SUCCESSOR AGENCY AGENDA

Zoom Webinar ID: 760 1397 0037

March 10, 2026, 7:00 p.m.

City Council Chambers
150 City Park Way
Brentwood, CA 94513
City Council Zoom Link
A. CALL TO ORDER & ROLL CALL
B. PLEDGE OF ALLEGIANCE
C. PRESENTATIONS
D. PUBLIC COMMENTS
Pursuant to Council/Administrative Policy, Meeting Rules and Procedures section 5.2 (Decorum Generally – Public), comments by members of the public are generally limited to five minutes, or less time if a large number of speakers is anticipated, or if approved by the Mayor. Speakers desiring answers to questions should direct them to the Council/Successor Agency and, if relevant, they may direct them to the appropriate staff member. Speakers can also follow up directly with staff during regular City business hours.

Please file a speaker’s card with the City Clerk on the form provided on the counter at the back of the Chambers.

During this portion of the meeting those present in the Council Chambers are permitted to speak on items that are listed under Presentations; Informational Reports; Consent Calendar; Requests for Future Agenda Items- New Items; or items not on the agenda during this portion of the meeting. Public comments for scheduled agenda items should wait until that time.

In order to ensure that all speakers feel welcome to share their views, members of the audience are kindly requested to refrain from applauding or speaking to the Council from the audience without being called upon first.

Zoom participation during this general public comment period will not be accepted.

E. INFORMATIONAL REPORTS FROM COUNCIL MEMBERS, COMMITTEES, LIAISONS, AND STAFF This portion of the agenda is to provide an opportunity for Council Members to report on attendance at events, subcommittee meetings, and entities on which the Council Member has been appointed as a liaison and for staff to provide brief updates and/or information to the City Council.

F. CONSENT CALENDAR
All matters listed on the consent calendar are considered routine in nature and will be enacted by one motion. If discussion is required, that particular item will be removed from the consent calendar and will be considered separately.

F.1 Meeting Minutes of the City Council
Special City Council Meeting Minutes of February 24, 2026 City Council / Successor Agency Meeting Minutes of February 24, 2026 F.2 Proclamation recognizing March 21, 2026 as World Down Syndrome Day F.3 A Resolution approving and authorizing the City Manager to sign an Affordable Housing Agreement between the City of Brentwood and Shea Homes for the Orchard Grove North project (Subdivision 9649)
Title/Recommendation
Approve a resolution authorizing the City manager to sign an Affordable Housing agreement between the City of Brentwood and Shea Homes for the Orchard Grove North project (Subdivision 9649) and such other documents as may be needed to complete the transaction.

F.4 Authorize the City Manager or designee to submit a $13,394 local match to the Metropolitan Transportation Commission for the Pavement –Technical Assistance Program Round 27.

Title/Recommendation
Adopt a Resolution authorizing the City Manager or designee to submit a $13,394 local match to the Metropolitan Transportation Commission for the Pavement –Technical Assistance Program (P-TAP) Round 27 upon approval of the City’s application.

F.5 Second reading of a zoning text amendment (RZ25-004) to Brentwood Municipal Code Section 17.715 (Accessory Dwelling Units and Junior Accessory Dwelling Units) in compliance with recent changes to state legislation
Title/Recommendation
Waive the second reading and adopt Ordinance No. 1092 approving a zoning text amendment (RZ 25-004) to amend Section 17.715 of the Brentwood Municipal Code for Accessory Dwelling Units (ADUs) and Junior Accessory Dwelling Units (JADUs), in compliance with recent changes to state legislation.

Adoption of the ordinance, which would modify the City’s regulatory requirements to be consistent with Article 2 and 3 of Chapter 13, Division 1, Title 7 of the California Government Code is statutorily exempt from the California Environmental Quality Act (CEQA) under Public Resources Code Section 21080.17. Additionally, the ordinance is exempt from CEQA pursuant to Public Resources Code Section 21065, and CEQA Guidelines Sections 15060(c)(2), 15378, and 15061(b)(3) as it can be seen with certainty that there is no possibility that it may have a significant effect on the environment in that the ordinance merely incorporates and implements state statutory provisions governing ADUs and JADUs that are already permitted by state law regardless of the adoption of the local ordinance.

F.6 Tourism Strategy Update and Coordination with Regional Destination Marketing Efforts Title/Recommendation
Receive a report from staff regarding tourism strategies designed to promote Brentwood as a regional and international visitor destination and provide direction to staff as appropriate.

G. BUSINESS ITEMS
Persons addressing the City Council using Zoom are asked to raise their hands using the Zoom feature. Those attending in person and wishing to address the Council may do so from the podium. The Council may adopt reasonable regulations at the onset of each business item to facilitate public testimony. These regulations may include time limits. In the absence of such regulations, the item shall follow the protocol for Public Comments. Public comment on each of the following items is limited to what is described in the specific agenda item.

G.1 A Reimbursement Agreement with Harvest Time in Brentwood; and a Reimbursement Agreement with Contra Costa County Wine Growers Association Title/Recommendation
Adopt a resolution approving and authorizing the City Manager or his designee to execute a reimbursement agreement in the amount of $25,000 with Harvest Time in Brentwood to fund marketing and advertising costs; and adopt a resolution approving and authorizing the City Manager or his designee to execute a reimbursement agreement in the amount of $27,000 with Contra Costa County Wine Growers to fund marketing and advertising costs to be expended from the Agriculture Land Fund.

G.2 Focused Zoning Code Update Direction: Alcohol Sales Title/Recommendation
Provide direction to staff on potential new regulations within the framework of the Focused Zoning Code Update related to the sale of alcohol for on-premise consumption.

G.3 Establish a policy prohibiting new agreements for City utility services outside of City limits Title/Recommendation
Adopt a resolution approving a policy prohibiting the City from providing utility services outside of City limits.

H. REQUEST FOR FUTURE AGENDA ITEMS - NEW REQUEST(S)
Council Members wishing to have an agenda item placed on a future agenda shall make a request under this section of the agenda. These items will be included on the agenda for the next Council meeting
I. REQUESTED FUTURE AGENDA ITEM(S)
I.1 Consider a Request from Council Member Mendoza Regarding a Traffic Task Force Title/Recommendation
That the City Council consider and discuss Council Member Mendoza’s request to consider establishing a traffic task force.

I.2 Consider a Request from Council Member Mendoza Regarding the Encroachment Permit Process
Title/Recommendation
That the City Council consider and discuss Council Member Mendoza’s request to receive an informational report on the encroachment permit process.

I.3 Consider a Request from Council Member Mendoza Regarding City-Sponsored Event Attendance
Title/Recommendation
That the City Council consider and discuss Council Member Mendoza’s request to develop a policy and/or procedure regarding City involvement and financial responsibility for Council members attending fundraising and other events.

I.4 Consider a Request from Vice Mayor Pierson Regarding an Update Related to Engineering Standards
Title/Recommendation
That the City Council consider and discuss Vice Mayor Pierson’s request for staff to return to the City Council within 90 days, with an update regarding the City’s engineering standards.

J. ADJOURNMENT
Any disclosable public records related to an agenda item for the open session of this meeting distributed to all or a majority of the City Council less than 72 hours before this meeting are available for inspection at City Hall, located at 150 City Park Way, during normal business hours.

These writings will also be available for review at the City Council meeting in the public access binder in the entrance of the City Council Chambers.

Public comments received after 3:00 p.m. of the meeting date, but prior to the start of the meeting, will be emailed to the City Council, posted online at www.brentwoodca.gov/councilmeetingonline within one day following the meeting, and will be summarized in the meeting minutes.

The Closed Captioning provided via Zoom is auto generated. It is not the official record and is provided as a convenience.

If you challenge the any of the matters listed under 'Public Hearings' in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the Brentwood City Council at, or prior to, the public hearing

NOTICE
In compliance with the Americans with Disabilities Act, the meeting room is wheelchair accessible and disabled parking is available at the City Hall parking lot. If you are a person with a disability and you need disability-related modifications or accommodations to participate in this meeting, please contact the City Clerk's Office at (925) 516-5440 or fax (925) 516-5441. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. {28 CFR 35.102-35, 104 ADA Title II}

POSTING STATEMENT
On March 6, 2026, a true and correct copy of this agenda was posted on the City Hall Bulletin Board, outside City Hall, 150 City Park Way, Brentwood, CA 94513 and at our website www.brentwoodca.gov
A complete packet of information is available for public review at City Hall or on our website at www.brentwoodca.gov

1 SPECIAL CITY COUNCIL MINUTES
February 24, 2026, 6:00 p.m.

A. CALL TO ORDER & ROLL CALL
Mayor Meyer called the meeting to order at 6:02 p.m.

Roll Call found the following members present: Maloney, Pierson, Mendoza, Oerlemans, and Mayor Meyer.

B. PLEDGE OF ALLEGIANCE
Mayor Meyer led the Pledge of Allegiance.

C. PUBLIC COMMENTS
Mayor Meyer opened public comments.

Danny Dohrmann provided comments regarding the Brentwood Police Department's interaction with Yolanda Ramirez on September 26, 2025.

There being no additional speakers, Mayor Meyer closed public comments.

D. RECESS TO CLOSED SESSION
Moved by: Jovita Mendoza, Council Member
Seconded by: Pa'tanisha Pierson, Vice Mayor
The Council, by motion, recessed to Closed Session at 6:06 p.m.

Ayes (5): Jovita Mendoza, Council Member, Susannah Meyer, Mayor, Pa'tanisha Pierson, Vice Mayor, Tony Oerlemans, Council Member, and Faye Maloney, Council Member
Motion Approved (5 to 0)
E. BUSINESS ITEMS
E.1 PUBLIC EMPLOYEE APPOINTMENT/EMPLOYMENT
E.2 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION F. ADJOURNMENT
The Council reconvened from Closed Session at 7:03 p.m.

Mayor Meyer stated there was nothing to report out from Closed Session.

2 The Council, by motion, adjourned the meeting at 7:04 p.m.

Ayes (5): Jovita Mendoza, Council Member, Susannah Meyer, Mayor, Pa'tanisha Pierson, Vice Mayor, Tony Oerlemans, Council Member, and Faye Maloney, Council Member
Motion Approved (5 to 0)

1 CITY COUNCIL/SUCCESSOR AGENCY MINUTES
February 24, 2026, 7:00 p.m.

A. CALL TO ORDER & ROLL CALL
Mayor Meyer called the meeting to order at 7:04 p.m.

Roll Call found the following members present: Maloney, Pierson, Mendoza, Oerlemans, and Mayor Meyer.

B. PLEDGE OF ALLEGIANCE
Mayor Meyer led the Pledge of Allegiance.

C. PRESENTATIONS
There were no presentations.

D. PUBLIC COMMENTS
Mayor Meyer opened public comments.

Youth Commissioners Sahil Narula, and Megan Dowdy provided updates on the Youth Commission's recent accomplishments and upcoming events.

Danny Dohrmann provided comments in appreciation of the City Manager and the City's Youth Commissioners.

Doretta Kerl provided comments regarding identity theft.

Anonymous speaker provided comments in opposition of the City's Diversity, Equity, Belonging and Inclusion programs.

Sue Harper provided comments requesting a Traffic Task Force to measure the impacts of traffic to the public.

Melissa Van Ruiten and Laura provided comments in support of the City's Diversity, Equity, Belonging and Inclusion programs.

There being no additional speakers, Mayor Meyer closed public comments.

E. INFORMATIONAL REPORTS FROM COUNCIL MEMBERS, COMMITTEES,

LIAISONS, AND STAFF
Council Member Oerlemans reported on attendance at the Agricultural Enterprise Committee Meeting; Tri-Delta Transit Agenda Review for Congressman Mark Desaulnier's visit to Brentwood; John Muir Historic Trust's Board Meeting; East Contra Costa Habitat Conservancy Board Meeting; Agenda Review Meeting and City Council Closed Session Meeting.

2 Council Member Maloney reported on attendance at Agricultural Enterprise Committee Meeting; Downtown Brentwood Coalition's Besties Bash; meeting with a constituent regarding the Diversity, Equity, Belonging and Inclusion Committee; Park and Recreation Commission and Arts Commission applicant interviews; Grand Opening for Face Foundry; meeting with Governmental Affairs representative for the Bay Area Host Committee; meeting with Center Cal Management at the Streets of Brentwood; A Place of Learning Fundraiser Gala; meeting with Brentwood Chamber of Commerce and the Diversity, Equity, Belonging and Inclusion Committee Meeting.

Council Member Mendoza reported on attendance at Downtown Brentwood Coalition's Besties Bash; Grand Opening for Face Foundry; SB 1383 Organic Waste Requirements Zoom Meeting; watched the Park and Recreation Commission and Arts Commission applicant interviews; watched the Diversity, Equity, Belonging and Inclusion Committee Meeting; A Place of Learning Fundraiser Gala; and attended the Land Use and Development Committee Meeting.

Vice Mayor Pierson reported on attendance at Land Use and Development Committee Meeting; Diversity, Equity, Belonging and Inclusion Committee Meeting; and attended several virtual Juneteenth Event preparation meetings.

Mayor Meyer reported on attendance at Agricultural Enterprise Committee Meeting; Grand Opening for Face Foundry; planning meeting with Tri-Delta staff; Community Day of Service planning meeting; SB 1383 Organic Waste Requirements Zoom Meeting; Tri-Delta Transit Agenda Review for Congressman Mark Desaulnier's visit to Brentwood; Park and Recreation Commission and Arts Commission applicant interviews; watched the Land Use and Development Committee Meeting; East County All Stars Fundraiser Event; and watched the Diversity, Equity, Belonging and Inclusion Committee Meeting.

City Manager, G. Harold Duffey reported on meeting with the Council to discuss first 100 days in office and provide a Top 10 list for every department; attended the League of California Cities City Managers meeting; meeting with Mayor Meyer, Council Member Oerlemans and Mark Desaulnier; met with Interim Police Chief Walter O'Grodnick and the Brentwood Police Department Dispatchers; and Parks and Recreation preparation meeting for America 250 Celebration.

F. CONSENT CALENDAR
The Council, by motion, moved to adopt the Consent Calendar as recommended by staff.

Moved by: Jovita Mendoza, Council Member
Seconded by: Pa'tanisha Pierson, Vice Mayor

3 Ayes (5): Jovita Mendoza, Council Member, Susannah Meyer, Mayor, Pa'tanisha Pierson, Vice Mayor, Tony Oerlemans, Council Member, and Faye Maloney, Council Member
Motion Approved (5 to 0)
F.1 Meeting Minutes of the City Council
Approved meeting minutes of Special City Council Meeting Minutes of February 10, 2026, 6:00 p.m.; City Council / Successor Agency Meeting Minutes of February 10, 2026; and Special City Council Meeting Minutes of February 10, 2026, 8:00 p.m.

F.2 Proclamation recognizing March 2026 as Afghan American Heritage Month
Mayor Meyer presented the proclamation to Sara and Medina with Artesian Peacock.

The Council, by Proclamation, recognized March 2026 as Afghan American Heritage Month.

F.3 Proclamation recognizing March 2026 as American Red Cross Month Mayor Meyer presented the proclamation to Linda Crippin, Red Cross Volunteer.

The Council, by Proclamation, recognized March 2026 as American Red Cross Month.

F.4 Proclamation recognizing March 2026 as Developmental Disabilities Awareness Month/All Abilities Month
The Council, by Proclamation, recognized March 2026 as
Developmental Disabilities Awareness Month/All Abilities Month.

F.5 Proclamation recognizing March 2026 as Prescription Drug Abuse Awareness Month
The Council, by Proclamation, recognized March 2026 as Prescription Drug Abuse Awareness Month.

F.6 Proclamation recognizing March 2026 as Women's History Month The Council, by Proclamation, recognized March 2026 as Women's History Month.

F.7 Consideration of Recommendations and Appointments of Commissioners to the Arts Commission
The Council approved the Arts Commission appointments of Rachel Wallace to fill a three-year term expiring December 31, 2028, and Kya Cook to fill a one-year term expiring December 31, 2026.

4 F.8 Consideration of Recommendations and Appointments to the Park and Recreation Commission.

The Council approved the Park and Recreation Commission appointments of Trudy Curto to fill a three-year term expiring December 31, 2028, and Catherine Velasco to fill a one-year term expiring December 31, 2026.

G. PUBLIC HEARINGS
G.1 Introduce and waive the first reading of an ordinance approving a zoning text amendment to Brentwood Municipal Code Section 17.715 in compliance with recent changes to state legislation
Sarah Yuwiler, Associate Planner, presented the item.

Mayor Meyer opened the public hearing.

There being no one wishing to speak, Vice Mayor Pierson moved to closed the public hearing, seconded by Council Member Oerlemans.

The motion to close the public hearing carried unanimously with Council Member Maloney, Council Member Mendoza, Vice Mayor Pierson, Council Member Oerlemans and Mayor Meyer in favor.

Amanda McVey, City Clerk, read the title of the Ordinance into the record.

Moved by: Faye Maloney, Council Member
Seconded by: Tony Oerlemans, Council Member
Introduced and waived the first reading of Ordinance 1092 approving a zoning text amendment (RZ 25-004) to amend Section 17.715 of the Brentwood Municipal Code for Accessory Dwelling Units (ADUs) and Junior Accessory Dwelling Units (JADUs), in compliance with recent changes to state legislation.

Adoption of the ordinance, which would modify the City’s regulatory requirements to be consistent with Article 2 and 3 of Chapter 13, Division 1, Title 7 of the California Government Code is statutorily exempt from the California Environmental Quality Act (CEQA) under Public Resources Code Section 21080.17. Additionally, the ordinance is exempt from CEQA pursuant to Public Resources Code Section 21065, and CEQA Guidelines Sections 15060(c)(2), 15378, and 15061(b)(3) as it can be seen with certainty that there is no possibility that it may have a significant effect on the environment in that the ordinance merely incorporates and implements state statutory provisions governing ADUs and JADUs that are already permitted by state law regardless of the adoption of the local ordinance

5 Ayes (5): Jovita Mendoza, Council Member, Susannah Meyer, Mayor, Pa'tanisha Pierson, Vice Mayor, Tony Oerlemans, Council Member, and Faye Maloney, Council Member
Motion Approved (5 to 0)
H. BUSINESS ITEMS
H.1 Adopt a Resolution Approving the Municipal Pooling Authority Amended and Restated Joint Exercise of Powers Agreement amongst the City of Brentwood and other public agency members
The Council recessed at 8:02 p.m. and reconvened at 8:09 p.m.

Sukari Beshears, Director of Human Resources/Risk Manager, and Municipal Pooling Authority, Chief Administrator Officer, Linda M. Cox presented the item.

Mayor Meyer opened public comments.

There being no one wishing to speak, Mayor Meyer closed public comments.

Moved by: Faye Maloney, Council Member
Seconded by: Tony Oerlemans, Council Member
Adopted Resolution 2026-10 approving the Municipal Pooling Authority Amended and Restated Joint Exercise of Powers Agreement amongst the City of Brentwood and other public agency members.

Ayes (5): Jovita Mendoza, Council Member, Susannah Meyer, Mayor, Pa'tanisha Pierson, Vice Mayor, Tony Oerlemans, Council Member, and Faye Maloney, Council Member
Motion Approved (5 to 0)
H.2 Adopt a Resolution Appointing Thomas Lloyd Smith of Redwood Public Law as Interim City Attorney and Authorizing the Mayor to execute an agreement between the City of Brentwood and Redwood Public Law Sukari Beshears, Director of Human Resources/Risk Manager, presented the item.

Mayor Meyer opened public comments.

There being no one wishing to speak, Mayor Meyer closed public comments.

Moved by: Jovita Mendoza, Council Member
Seconded by: Susannah Meyer, Mayor
Adopted Resolution 2026-09 appointing Thomas Lloyd Smith of Redwood Public Law as Interim City Attorney and authorizing the

6 Mayor to execute an agreement between the City of Brentwood and Redwood Public Law. Appointment of Thomas Lloyd Smith to include an onboarding period of one week, beginning March 2, 2026, on March 2, 2026, with authority remaining with the current City Attorney, Katherine Wisinski, during that time period.

Ayes (5): Jovita Mendoza, Council Member, Susannah Meyer, Mayor, Pa'tanisha Pierson, Vice Mayor, Tony Oerlemans, Council Member, and Faye Maloney, Council Member
Motion Approved (5 to 0)
H.3 Sale of City-Owned Property Located at Harvest Park Drive and Guthrie Lane
Ricardo Noguera, Economic Development Manager, and Developer Ante Zovich presented the item.

Mayor Meyer opened public comments.

There being no one wishing to speak, Mayor Meyer closed public comments.

Moved by: Faye Maloney, Council Member
Seconded by: Jovita Mendoza, Council Member
Adopted Resolution 2026-12 approving and authorizing the City Manager, or designee, to execute an Agreement for Purchase and Sale of real property 2485 Technology Drive, LLC, or related entity, in substantial conformance with the attached agreement, for City-owned property located at Harvest Park Drive and Guthrie Lane (APN 010- 150-040), and authorizing execution of other documents as necessary to complete the transaction.

Ayes (5): Jovita Mendoza, Council Member, Susannah Meyer, Mayor, Pa'tanisha Pierson, Vice Mayor, Tony Oerlemans, Council Member, and Faye Maloney, Council Member
Motion Approved (5 to 0)
H.4 Focused Zoning Code Update Direction: Alcohol Sales Mayor Meyer continued this item to a future meeting.

H.5 2026 Community Day of Service and Amendment to the 2025/26 General Fund Operating Budget
Thien Nguyen, Recreation Manager, presented the item.

Mayor Meyer opened public comments.

Oxsana provided comments in support of the item.

7 There being no additional speakers, Mayor Meyer closed the public comments.

Moved by: Susannah Meyer, Mayor
Seconded by: Pa'tanisha Pierson, Vice Mayor
Adopted Resolution 2026-11 of the City Council of the City of Brentwood to formally adopt the Community Day of Service as the City of Brentwood - Community Day of Service by:
1) appointing Mayor Susannah Meyer as a liaison to work with Parks and Recreation staff on the 2026-2028 Community Day of Service events; and
2) amending the 2025/2026 General Fund Operating Budget in the amount of $3,000; and
3) providing annual funding for the event from the General Fund Operating Budget.

Ayes (5): Jovita Mendoza, Council Member, Susannah Meyer, Mayor, Pa'tanisha Pierson, Vice Mayor, Tony Oerlemans, Council Member, and Faye Maloney, Council Member
Motion Approved (5 to 0)
H.6 Informational Report on Brentwood Traffic Operations and Status Reports on Valley Green Drive and Lone Oak Road Updates The Council recessed at 8:58 p.m. and reconvened at 9:07 p.m.

Anju Pillai, Engineering Manager, presented the item.

Mayor Meyer opened public comments.

Sinziana and Tracy Kasamoto provided comments regarding traffic concerns in Brentwood.

There being no additional speakers, Mayor Meyer closed the public comments.

There was no action for Council to take on this item.

I. REQUEST FOR FUTURE AGENDA ITEMS - NEW REQUEST(S)
Council Member Mendoza requested a future agenda item to consider creating a Traffic Task Force.

Council Member Mendoza requested an informational report on the Encroachment Permit process as a future agenda item.

Council Member Mendoza requested a future agenda item to consider a policy clarifying the City’s process for city-sponsored event attendance.

8 Vice Mayor Pierson requested a future agenda item for staff to return to the City Council within 90 days, with an update regarding the City’s engineering standards.

J. REQUESTED FUTURE AGENDA ITEM(S)
J.1 Consider a Request from Council Member Mendoza Regarding Autonomous Vehicles
Council Member Mendoza presented the item.

Mayor Meyer opened public comments.

There being no one wishing to speak, Mayor Meyer closed public comments.

Moved by: Jovita Mendoza, Council Member
Seconded by: Faye Maloney, Council Member
The Council directed staff to provide an informational report on Autonomous Vehicles, including potential benefits, City impacts, and resident perspectives.

Ayes (5): Jovita Mendoza, Council Member, Susannah Meyer, Mayor, Pa'tanisha Pierson, Vice Mayor, Tony Oerlemans, Council Member, and Faye Maloney, Council Member
Motion Approved (5 to 0)
K. ADJOURNMENT
Moved by: Pa'tanisha Pierson, Vice Mayor
Seconded by: Jovita Mendoza, Council Member
The Council, by motion, adjourned at 10:38 p.m. in memory of Brentwood resident, Daphne Muse and Reverend Jesse Jackson.

Ayes (5): Jovita Mendoza, Council Member, Susannah Meyer, Mayor, Pa'tanisha Pierson, Vice Mayor, Tony Oerlemans, Council Member, and Faye Maloney, Council Member
Motion Approved (5 to 0)

PROCLAMATION
WHEREAS, World Down Syndrome Day is observed each year on March 21 to raise awareness and celebrate the lives, contributions, and achievements of people with Down syndrome in our community and around the world; and
WHEREAS, the 2026 internationally recognized theme, “Improve Our Support Systems,” highlights the importance of inclusive education, accessible healthcare, meaningful employment, and strong community networks that empower individuals with Down syndrome to thrive; and WHEREAS, people with Down syndrome enrich the City of Brentwood with their talents, kindness, determination, and unique perspectives, reminding us that diversity strengthens our neighborhoods, schools, workplaces, and civic life; and
WHEREAS, the City of Brentwood proudly supports families, educators, service providers, and advocates who work every day to build a welcoming and inclusive community where all residents are valued and given opportunities to reach their full potential.

NOW, THEREFORE, BE IT PROCLAIMED, that the City Council of the City of Brentwood hereby recognizes March 21, 2026, as

WORLD DOWN SYNDROME DAY
in the City of Brentwood, and encourages all residents to celebrate abilities, promote inclusion, and join in wearing colorful or mismatched socks as a joyful symbol of awareness and support.

Dated this 10th day ofMarch 2026
Susannah Meyer, Mayor

CITY COUNCIL AGENDA ITEM NO. F.3
03/10/2026
SUBJECT: A Resolution approving and authorizing the City Manager to sign an Affordable Housing Agreement between the City of Brentwood and Shea Homes for the Orchard Grove North project (Subdivision 9649)
DEPARTMENT: Community Development Department
STAFF: Alexis Morris, Director of Community Development Sylvia Elias, Housing Program Manager

TITLE/RECOMMENDATION
Approve a resolution authorizing the City manager to sign an Affordable Housing agreement between the City of Brentwood and Shea Homes for the Orchard Grove North project (Subdivision 9649) and such other documents as may be needed to complete the transaction.

FISCAL IMPACT
No in-lieu fees will be collected as a result of this agreement. The Orchard Grove North project is subject to the previous affordable housing ordinance (Ordinance No. 1041) that required the building of affordable units for residential developments of 10 or more dwelling units.

BACKGROUND
The Orchard Grove Subdivision 9586 (“the Project”), is a 34-unit single-family residential project that will be developed by Shea Homes Limited Partnership. The Project site is located on an approximately 9.6-acre site located east of Adams Lane, directly south of the Rock Church and Vineyard Academy (APN 016-040-004). The Project includes a Vesting Tentative Subdivision Map (VTSM 9649) for the subdivision of 9.6-acres into 34 parcels (including 30 single family detached homes and four affordable duets), one on-site bio retention parcel, and a designated 0.4 acre remainder parcel.

The project also includes a density bonus application to allow for a 17.2% increase in density (3.54 units per acre) pursuant to the State Density Bonus Law (SDBL) and waivers including the General Plan density transition policy, as well as a design review

CITY COUNCIL AGENDA ITEM NO. F.3
03/10/2026
application (DR-012) for the homes to be constructed on the 34 lots. The affordable units include two units affordable to Very Low Income households and two units affordable to Moderate Income households.

The project site is within the General Plan Residential – Very Low Density land use designation, which allows for a density range from 1.1 to 3.0 dwelling units per acre.

The base density for the project is 3 units/acre on 9.6 acres, which would allow a total of 29 units. The project is providing six percent (6%) of the units for very-low income household, which meets the SDBL threshold for a density bonus (Government Code § 65915 (f)(2)(B)(1)(b)), which requires a minimum of 5% very-low income units. The State’s sliding scale allows for a 22.5% density bonus for projects that offer 6% very low income units, which would allow the project to construct a total of 36 units. However, the developer did not seek the full bonus allowed by law and provided a 17.2% density bonus (3.54 units per acre for a total of 34 units). (Please refer to attachment 2 – City Council Staff Report 8/13/2024).

ANALYSIS

LUD MEETING AND RECOMMENDATION
At its February 23, 2026 meeting, the Land Use and Development Committee (“LUDC”) reviewed the affordable housing obligation and affordable housing agreement for the Orchard Grove North project. The developer requested a number of changes to the affordable housing agreement’s standard provisions. The Committee recommended that the City Council reject the requested changes to the agreement (agreement with applicant’s proposed redlines included as Attachment 5).

Upon further review, the LUDC requested that staff research the possibility of changing one (1) Moderate income unit to a Low Income unit in order to have units in each income category, including the concept’s legal feasibility, and take the findings to the City Council for review with the affordable housing agreement.

The Orchard Grove North project is subject to previous Affordable Housing Ordinance No. 1041. Ordinance No. 1041 requires projects of 27-34 units to provide one (1) Low Income unit, two (2) Moderate Income units, and one (1) Very Low income unit.

To satisfy the City’s affordable housing ordinance (Ordinance No. 1041) and to qualify as a Density Bonus project, the developer proposed to provide four (4) duet units.

Two (2) duet units will be sold to households that qualify under the Very Low Income guidelines, and two (2) of the duet units will be sold to households that qualify under the Moderate Income guidelines.

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Pursuant to the City’s ordinance in place at the time1 and consistent with State law, a Very Low Income unit can also qualify as a Low Income unit; therefore, the two (2) Very Low Income units and two (2) Moderate Income units satisfy the City’s affordable housing requirement for this project.

After review of the project’s conditions of approval, the number of units is consistent with the ordinance and the conditions of approval under City Council Resolution No. 2024-90 (attached):
“8. Permittee shall comply with all requirements of Brentwood Municipal Code Chapter 17.175 (“Affordable Housing”) as codified on the date upon which Permittee’s application was deemed complete. In this regard, Permittee shall construct two (2) housing units that shall be made available to very-low income households and two (2) housing units that shall be made available to moderate income households.”
The project’s affordability mix (two very low-income units and two moderate-income units) formed the basis for the approved density bonus and the Vesting Tentative Subdivision Map, and is consistent with the City’s inclusionary zoning ordinance in effect at the time the application was submitted. The approved density bonus was calculated pursuant to Government Code section 65915 based on the percentage of very low-income units proposed by the applicant at the time of entitlement.

Modifying the approved affordability mix at this stage would alter the underlying density bonus calculation and could implicate the developer’s vested rights under the Subdivision Map Act. While the applicant may voluntarily propose deeper affordability, the City may not require affordability levels beyond those mandated by the inclusionary ordinance in effect at the time and state Density Bonus Law as a condition of executing the Affordable Housing Agreement or implementing previously granted project approvals.

The Affordable Housing Agreement is intended to implement the affordability commitments reflected in the approved project entitlements. Any material modification to the approved affordability mix would require the applicant’s consent and would likely necessitate amendment to previously granted project entitlements, including reconsideration of the density bonus calculation under Government Code

1 The Affordable Housing Ordinance has since been amended to no longer allow a very low income unit to qualify as a low income unit for purposes of satisfying the City’s local affordable housing obligation.

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section 65915, and potential review under the California Environmental Quality Act to determine whether additional analysis is required.

RECOMMENDATION
Staff recommends approving the affordable housing agreement with the developer’s original proposal of building four (4) affordable units (2 Moderate Income units, 2 Very Low Income units) for sale to income qualifying households, consistent with the approved conditions of approval for the Orchard Grove North project.

Staff recommends adoption of the attached agreement that reflects the City’s standard template with modifications specific to the project, which also includes the density bonus agreement.

CITY COUNCIL STRATEGIC INITIATIVE
Focus Area 4: Community Development, Goal 1: Provide a diversity of housing opportunities, including equitable distribution of affordable housing for all socioeconomic segments of the Brentwood community.

PREVIOUS ACTION
Previous Action by the City Council is included on Attachment 1.

DATE OF NOTICE
Not Applicable.

ENVIRONMENTAL DETERMINATION
Not Applicable.

ATTACHMENT(S)

1. Previous Action(s)

2. City Council Staff Report – 8/23/2024

3. Resolution No. 2024-90 (includes conditions of approval)

4. Affordable Housing Agreement – Orchard Grove North

5. REDLINE Affordable Housing Agreement – Orchard Grove North

6. Ordinance No. 1041

7. Resolution

PREVIOUS ACTIONS
ATTACHMENT 1
Previous actions related to this agenda item that were taken by the City Council are listed below.

Visit www.brentwoodca.gov/meeting, and select the meeting date(s) desired to see the reference materials and videos.
 Visit www.brentwoodca.gov/municipalcode to research references to the Brentwood Municipal Code and search by the code section(s) cited.

Ordinance No. 1041 was adopted by the City Council on July 26, 2022, further amending the City of Brentwood’s Affordable Housing Program.

On August 18, 2023, Shea Homes submitted an application to the City of Brentwood for certain permits and approval, include a Vesting Tentative Subdivision Map (VTSM 9649) and Design Review (DR 23-012), to develop its proposed Orchard Grove North Project, a residential subdivision project proposed to be developed on a 9.6 acre site located east of Adams Lane, directly south of The Rock Church and Vineyard Academy (APN 016-040-004).

On July 23, 2024, the City Council, at its regular meeting held a hearing and voted to continue consideration of this matter to a date uncertain at the request of the applicant.

On August 13, 2024, the City Council, at its regular meeting, held a public hearing on this project and considered, among other things, the staff report, supporting documents, public testimony, and all appropriate information submitted with the proposed Project. An Initial Study and MND (SCH#2024050112) was prepared for this project in accordance with CEQA and other CEQA Guidelines. The City Council adopted the MND, including its accompanying Mitigation Monitoring and Reporting Plan and Errata Sheet, via adoption of Resolution No. 2024-89.

On February 23, 2026, the Land Use and Development Committee (LUDC) reviewed the affordable housing obligation and affordable housing agreement for the Orchard Grove North project. The developer requested a number changes to the affordable housing agreement’s standard wording. The LUDC recommended not to incorporate the requested changes. The LUDC directed staff to forward the affordable housing agreement without any changes to the standard wording to the City Council for approval. The LUDC also requested that staff research the possibility of changing one

(1) moderate income unit to a low income unit, and its legal permissions, and take the findings to the City Council for review and approval of the affordable housing agreement.

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SUBJECT: An application for a Vesting Tentative Subdivision Map, Design Review, Density Bonus request, and request for associated waivers including the City’s General Plan Density Transition Policy DEPARTMENT: Community Development
STAFF: Alexis Morris, Community Development Director
Sarah Yuwiler, Associated Planner

TITLE/RECOMMENDATION
Adopt three separate resolutions: (1) approving a Mitigated Negative Declaration (SCH# 20240501112) and Mitigation Monitoring and Reporting Program and Errata Sheet; (2) approving the Vesting Tentative Subdivision Map No. 9649 (VTSM 9649) for the subdivision of 9.6-acres in 34 single-family residential lots; and (3) approving Design Review No 23-012 (DR 23-012) for the Orchard Grove North project, as conditioned.

The project includes a Vesting Tentative Subdivision Map (VTSM 9649) for the subdivision of 9.6-acres into 34 parcels (including 30 single-family detached homes and four affordable duets), one on-site bioretention parcel, and a designated 0.4- acre remainder parcel. The project also includes a density bonus application to allow for a 17.2% increase in density (3.54 units per acre) pursuant to the State Density Bonus Law (SDBL) and waivers including the General Plan density transition policy, as well as a design review application (DR 23-012) for the homes to be constructed on the 34 lots. The project is located at 1901 Lone Oak Road, just south of Grant Street and directly east of Adams Lane (APN 016-040-004).

The City prepared a mitigated negative declaration and Errata Sheet for this project in accordance with the requirements of the California Environmental Quality Act (CEQA, codified at Public Resources Code §§ 21000, et seq., and as further governed by the State CEQA Guidelines, found at 14 CCR §§ 15000, et seq.). Several potentially significant impacts are identified; however, mitigation measures are incorporated to reduce those impacts to less than significant levels. All mitigation measures are included by reference as conditions of approval.

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FISCAL IMPACT
The applicant, Shea Homes, has paid a total of $82,089.67 to process the application.

These fees fully cover staff’s time spent processing the application, including preparation of the IS/MND.

BACKGROUND
The 9.6-acre project site is located at 1901 Lone Oak Road (APN 016-040-004) on the east side of Adams Lane. The site is currently developed with one single-family home at the southeast corner of the property, in which the property owner currently resides, and will remain as a 0.4-acre remainder parcel with this subdivision. The applicant, Shea Homes, is requesting the approval of an Initial Study/Mitigated Negative Declaration (IS/MND) and Errata Sheet, a Mitigation Monitoring and Reporting Plan (MMRP), a Vesting Tentative Subdivision Map (VTSM 9649), and Design Review (DR 23-012) for a new 34-unit single-family development including four (4) affordable duet units, one on-site bioretention parcel, and a designated 0.4- acre remainder parcel.

The project also includes a density bonus application to allow for a 17.2% increase in density pursuant to the State Density Bonus Law (SDBL). The affordable units include two units affordable to Very Low Income households and two units affordable to Moderate Income households. Two of the duets have lot sizes of 3,867 square feet and the other two duets are located on 4,532 square foot lots. The remaining 30 lots range in size, with a majority of the lots being approximately 8,000 square feet and the lots around the perimeter of the project being slightly larger (up to 13,389 square feet).

The project was scheduled to be heard on the City Council’s July 23, 2024 meeting date; however, the day of the meeting, the applicant requested a continuance to a date uncertain in order to resolve an undisclosed item with the existing property owner. The applicant has completed these discussions and has indicated that the project is ready to move forward. These communications did not result in any changes to the project.

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2023 Aerial Photo of Project Site

APPLICABLE STATE HOUSING LAW
The State has passed numerous housing laws to address the housing shortage and limit local governments’ ability to deny housing projects that comply with the General Plan and/or zoning regulations. Several laws apply to the project that affect the City’s processing of the application in that they limit the City’s ability to respond to issues about density, development standards, and design standards. Although there are a variety of housing laws that apply to this project, the most relevant is the (Government Code §§ 65915-65918).

State Density Bonus Law (SDBL)
The State Density Bonus Law was enacted in 1979 to address the shortage of affordable housing in California. Under the SDBL, an applicant may obtain additional density, as well as a relaxation or elimination of applicable development standards (i.e., concessions and waivers) in exchange for providing certain levels of affordable housing. The density bonus is set on a sliding scale, based on the percentage of affordable units provided.

The project site is within the General Plan Residential - Very Low Density (R-VLD) land use designation, which allows for a density range from 1.1 to 3.0 dwelling units

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per acre. The base density for the project is 3 units/acre on 9.6 acres, which would allow a total of 29 units. Here, the applicant is proposing to provide six percent (6%) of the units for very-low income households, which meets the State’s Density Bonus Law threshold for a density bonus (Government Code § 65915 (f)(2)(B)(1)(b)), which requires a minimum of 5% very-low income units. The State’s sliding scale allows for a 22.5% density bonus for projects that offer 6% very low income units, which would allow the project to construct a total of 36 units. However, the applicant is not proposing to seek the full bonus allowed by law and is proposing a 17.2% density bonus (3.54 units per acre for a total of 34 units), as illustrated in the table below.

Table 1: Density Bonus
Density Units
Base Density 9.6 acres x 3 units= 29 units
Proposed Density Bonus 29 units x 17.2%= 4.98 + 29 units= 34 units
Max Allowed Density Bonus 29 units x 22.5%=6.52 + 29 units= 36 units
*Density calculations resulting in fractional units are required to be rounded up to the next whole number
When a developer sets aside a qualifying percentage of units in a housing development for affordable units, the City has no discretion with regard to the density bonus award; as long as the project provides the requisite affordability, the formulaic bonus must be awarded. The applicant may also request:

1. Incentives/concessions. The SDBL treats the terms ‘incentives’ and ‘concessions’ interchangeably and defines these as:
 a reduction in site development standards or a modification of zoning code or architectural design requirements, such as a reduction in setback or minimum square footage requirements; or
 approval of mixed use zoning; or
 other regulatory incentives or concessions which actually result in identifiable and actual cost reductions.

Though the project would qualify for one such concession, none have been requested.

2. Waivers or reduction. The applicant may request waiver or reduction of development standards that would preclude development of the project as designed at the increased density. In addition to other waivers/reductions requested through the density bonus provisions, and outlined in further detail in the attached Planning Commission staff report and in the attached VTSM resolution, the applicant is requesting a waiver of the City’s General Plan

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Density Transition Policy. Under the SDBL, the City may only deny a requested waiver/reduction if doing so would waive or reduce development standards that would cause a public health or safety problem, cause an environmental problem, harm historical property, or would be contrary to law.

Cities bear the burden of proof for the denial of any requested incentive, concession, or waiver/reduction not given.

3. Parking reductions. Finally, the applicant may request the reduction of parking standards.

Typically, the Planning Commission would be the legislative body approving or denying a project of this type. However, the City’s General Plan specifically requires approval by the City Council for modifications/waivers of the Density Transition Policy. As such, the applicant can waive the Density Transition Policy under SDBL but cannot waive the process. Therefore, according to the required process, the City Council will review the entirety of the project, including the, MND, vesting tentative map, density bonus, density transition and design review. The City Council’s action will be final. A detailed analysis of the project can be found starting on page 4 of the July 2, 2024, Planning Commission staff report, which is attached as Attachment 11 for reference.

SUMMARY
General Plan & Zoning Consistency
Overall, the project is consistent with the General Plan, with the exception of the Density Transition Policy, and will help to provide a broad spectrum of housing types.

The proposed affordable housing complies with the requirements of the City’s Affordable Housing Ordinance and helps to achieve multiple Housing Element goals and policies and assists in meeting the City’s overall Regional Housing Needs Assessment (RHNA). The project complies with the Affordable Ordinance by providing affordable units in accordance with the City’s adopted affordable housing ordinance that was in effect at the time the project was deemed complete and per the Brentwood Municipal Code (BMC 17.725.003D), projects of twenty-seven to thirtyfour units shall contain one low-income unit, two moderate-income units, and one very low-income unit. Pursuant to the City’s ordinance and consistent with definitions of the state law, a very low-income unit qualifies as a low income unit and therefore the project complies by providing two very low-income units and two moderateincome units. In addition, the project developer would be required to enter into an Affordable Housing Agreement with the City prior to final map approval.

A detailed analysis of the project’s General Plan and Housing Element consistency can be found starting on page 3 in the attached Planning Commission staff report (Attachment 11).

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The project includes a number of requested waivers of the development standards for the R-1-E zoning district. These are summarized in the table below and are explained more in detail in the Planning Commission staff report.

Table 2: Waivers/Reductions Requested
R-1-E
Development
Standards Proposed Complies?
Minimum Lot
Size
14,500 sf
10,000 sf (w/ CUP)
3,000 sf (affordable
unit)
8,000 sf
3,750 sf (affordable
units)
No, reduction
requested.

Minimum Lot
Width
100 ft 80 ft
40 ft (affordable
units)
No, reduction
requested.

Minimum
Front Yard
Setback
20 ft 15 ft to living space
20 ft to garage
No, reduction
requested.

Minimum Side
Yard Setback
10 ft, sum of both
sides 25 ft
7 ft, sum of both
sides 20 ft, 0 ft
minimum for duet
on lot line that
splits the building
No, reduction
requested.

Minimum
Street Side for
Corner Lots
15 ft 15 ft Yes
Minimum Rear
Yard Setback
30 ft 15 ft No, reduction
requested.

Minimum OffStreet Parking
Spaces
2 spaces 2 spaces Yes
Maximum
Building
Height
30 ft 27 ft 7 in
(affordable unit)
Yes

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R-1-E
Development
Standards Proposed Complies?
29 ft 7 in
Density 2.0 units /acre
(permitted)

3.0 units/acre
(conditionally
permitted)

3.54 units / acre SDBL allows for an
increase in density.

Vesting Tentative Subdivision Map
The subdivision consists of a rectangular-shaped 9.6-acre parcel, excluding the 0.4- acre remainder parcel at the southeast corner of the project site. The proposed vesting tentative subdivision map includes 34 single-family lots, a bioretention lot (Parcel A), and ties in to the previously approved looped public street for the original Orchard Grove subdivision just to the south of the parcel, with access via two points along Adams Lane. Full right-of-way improvements would be constructed within the proposed new street, including utilities, curb, gutter, and a separated sidewalk with a landscape strip. A more detailed explanation can be found on page 18 in the attached Planning Commission staff report (Attachment 11).

Design Review
There are four home plans for the 30-market rate homes and two home plans for the 4- duet units. Each of the floor plans offer a unique configuration of massing, intended to create differentiation and variety on the streetscape, and provide buyers with distinct choices in lifestyle and use of space. In addition to the four floor plans, there are three distinctive elevation styles for each home plan, which include Early California/Spanish, Mediterranean Revival, and Craftsman. The master plotting plan shown below, depicts the variation of the different home plans and elevations to ensure that no two identical homes are located next to each other. A more detailed explanation can be found on page 19 in the attached Planning Commission staff report (Attachment 11) for more information.

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Master Plotting Plan
PLANNING COMMISSION MEETING OF JULY 2, 2024
On July 2, 2024, the Planning Commission held a public hearing on the proposed Orchard Grove North project. Staff did not receive any public comments on the project prior to the meeting. After presentation of the staff report and comments from the applicant, the Planning Commission opened public comment and took testimony from two members of the public who expressed concerns regarding the absence of a park within the proposed subdivision, as well as concerns about the location of the duet units and how vehicle miles traveled (VMT) is calculated.

After closing the public hearing, the Planning Commission discussed with staff the following topics:

1. Park: The Commission had concerns that a park is not proposed as part of the project. Staff explained that there is no park included or required for this project for three reasons: (1) the unit count of the project; at 34 units, the project is allowed to pay a fee in lieu of constructing a park, per Brentwood Municipal Code § 16.150.030; (2) even if there were to be a park within the project, due to the project’s size, the park would be approximately 0.54-acres, which would not provide a space large enough to accommodate usable amenities that are most important to parks; and (3) the project’s proximity to nearby parks, including Blue Goose Park, directly across Adams Lane, which does not warrant the need for a park within this development, per the considerations included in the City’s Parks, Trails, and Recreation Master Plan Update (2019): “In implementing these policies when determining the park dedication requirements of new development, the Parks and Recreation Department will analyze and consider the following:

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- Proximity of the new development to existing neighborhood parks (ie 1/4-mile or 1/2- mile) to potentially satisfy the neighborhood park needs of the residents of the new development with an existing neighborhood park” (page 117).

2. Safety: Another concern brought up by the Commission was whether residents could safely cross the street to get to the existing Blue Goose Park. The Commission discussed the 25 MPH speed limit on Adams Lane and concerns with pedestrians jaywalking across the street. Staff explained that the previously approved Orchard Grove subdivision to the south was conditioned to install a mid-block crosswalk with flashing beacons on Adams Lane to ensure pedestrian safety when crossing the street. Additionally, the intersection on O’Hara Avenue and Adams Lane, as well as the intersection of Grant Street and Adams Lane, are both signalized with crosswalks; therefore, there are three safe access points for pedestrians to cross the street to access the park.

3. VMT/Traffic Concern: The Commission discussed concerns regarding traffic and the methodology of VMT (vehicle miles traveled). The City’s Traffic Engineer and the CEQA consultant explained that the project was reviewed under the Contra Costa County Transportation Authority VMT model, which is required since the City does not have its own model. The project does not result in a significant impact in regards to VMT and therefore, does not trigger any further CEQA review. Additionally, the Commission asked if both Orchard Grove (the previously approved project on the adjacent parcel to the south) and Orchard Grove North would have come in as one combined project, whether a traffic study would have been required or if the VMT analysis would have yielded higher numbers. Staff and the CEQA consultant responded and explained that the threshold for a traffic study is 100 peak hour trips and would not have been reached and the number of units would not have changed the VMT impacts.

4. Wall along the Northern Property Line: The Commission broached the concept of replacing the proposed six-foot enhanced good-neighbor fence along the northern property line of the project with a six-foot masonry wall to provide additional privacy for the new homes, given that the Church and Vineyard Academy are the adjacent neighbors. The Commission discussed this concept with the applicant, and the applicant agreed that a wall would be a good addition and stated he would be comfortable with this modification, which was added as a condition of approval.

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5. Single-Story Home: The Commission discussed requiring a single-story home to be adjacent to the existing home on Lone Oak Road. The proposed plotting plan currently depicts a single-story home in this location; however, the Commission added a condition of approval to ensure that through the final map process and plotting plan, the home on this lot remains single-story.

6. Architecture: The Commission discussed the architecture of the homes and had concerns; specifically, the ‘large blank walls’ of the two-story architecture on the right side of the Plan 4. The Commission further conditioned the project to provide a decorative trim element to break up the massing between the first and second floors.

7. Landscape and Defensible Space: A Commissioner raised concerns regarding defensible space around the homes. There was a concern that homes may not be able to obtain insurance if there is not sufficient defensible space around the homes, particularly related to the proposed front yard landscaping. The Commission ultimately wanted to ensure that homes would be able to procure insurance, and therefore added a condition of approval to require a minimum of five-feet of defensible space around the homes.

Additionally, the Commission discussed the concern that the proposed trees may cause the sidewalks to buckle over time. The City’s Parks Planner explained that the installation of root barriers mitigates the chances of this happening. The Commission also added this as a condition of approval.

After deliberation, including the discussion mentioned above, the Planning Commission voted to recommend the City Council approve the vesting tentative subdivision map on a 3-1 vote and unanimously voted to recommend the City Council approve the resolutions for the MND and the Design Review applications with the following added conditions listed below.

Vesting Tentative Subdivision Map Added/Modified Conditions:
- COA #9: “Lot 31 shall be plotted with a single-story home.” - Modified COA #13: Added “Permittee shall install a masonry wall at a maximum height of seven feet along the northern boundary of the project site.”
Design Review Added Conditions:
- COA #11: “Prior to building permit issuance, the applicant shall incorporate a decorative trim element to break up the first and second floor massing for the right elevation of Plan 4.”

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- COA #15: “The final landscape plans shall incorporate a minimum five-foot defensible space around the home (i.e. some form of hardscape), if feasible and not in conflict with any portion of the Brentwood Municipal Code.” - COA #16: “The final landscape plans shall incorporate root barrier protection for all trees to be installed.”

CITY COUNCIL STRATEGIC INITIATIVE
Not applicable.

PREVIOUS ACTION
Previous Actions are included as Attachment 1.

DATE OF NOTICE
As the project was originally scheduled to be heard at the July 23, 2024 City Council meeting, the City of Brentwood published a public hearing notice in the Brentwood Press and mailed it to all property owners within 300 feet of the site on July 12, 2024.

Given that the project was continued from the July 23, 2023 City Council meeting to a date uncertain, the City re-published a public hearing notice in the Brentwood Press and mailed it to all property owners within 300 feet of the site on August 2, 2024.

ENVIRONMENTAL DETERMINATION
The City prepared a mitigated negative declaration for this project in accordance with the requirements of the California Environmental Quality Act (CEQA, codified at Public Resources Code 21000, et seq., and as further governed by the State CEQA Guidelines, found at 14 CCR 15000, et seq.). Several potentially significant impacts are identified; however, mitigation measures are incorporated to reduce those impacts to less than significant levels. All mitigation measures are also included by reference in the conditions of approval.

The public review period for the proposed IS/MND began on May 3, 2024, and ended on June 3, 2024. During this review period, staff received two comment letters (Attachment 10): one from the California Department of Toxic Substances Control and one from the Central Valley Regional Water Quality Control Board. These comments have been incorporated as conditions of approval as applicable and a response has been provided by the CEQA consultant included as Attachment 10.

The IS/MND, Mitigation Monitoring and Reporting Program (MMRP) may be reviewed by clicking on the link below and scrolling to “Orchard Grove North:”

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https://www.brentwoodca.gov/government/community-development/planning/ceqadocuments The original publication of the IS/MND inadvertently included the Archaeological Assessment Report for Orchard Grove, the previously-approved project located directly south of the current project site. The report was cited in Section V. “Cultural Resources” of the IS/MND (pages 40 and 41). Therefore, errata changes were provided (Attachment 13) with corrected citations for the proper Archaeological Assessment Report, along with the report itself. These errata changes do not change any of the IS/MND significance determinations, nor otherwise impact other sections of the IS/MND. The changes are very minor and merely clarify the existing analysis in the IS/MND with references to the correct report. Recirculation of the IS/MND is therefore not warranted, as the documents have not been substantially revised per 14 CCR Section 15073.5(a).

ATTACHMENT(S)

1. Previous Action

2. MND Council Resolution

3. VTSM Council Resolution

4. Design Review Council Resolution

5. Architectural Project Plans

6. VTSM Plans

7. Landscape Plans

8. Project Description

9. Interim Objective Design Standards

10.MND Public Comments

11.CEQA Comment Letter Response

12.July 2, 2024 Planning Commission staff report (without attachments)

13.CEQA Errata Sheet

CITY COUNCIL RESOLUTION NO. 2024- 90

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BRENTWOOD APPROVING A VESTING TENTATIVE SUBDIVISION
MAP ( VTSM 9649) TO SUBDIVIDE ONE 9. 6 - ACRE PARCEL TO CREATE 34 SINGLE- FAMILY RESIDENTIAL LOTS, A REMAINDER

0. 4 -ACRE PARCEL, ONE BIO - RETENTION BASIN, AND OTHER

RELATED IMPROVEMENTS, INCLUDING A DENSITY BONUS
RESULTING IN AN OVERALL PROJECT DENSITY OF 3. 54 UNITS

PER GROSS ACRE AND ASSOCIATED WAIVERS INCLUDING A

DENSITY TRANSITION WAIVER FOR ORCHARD GROVE NORTH,

LOCATED EAST OF ADAMS LANE, DIRECTLY SOUTH OF THE ROCK
CHURCH AND VINEYARD ACADEMY ( APN 016- 040- 004).

WHEREAS, Shea Homes ( the " Applicant"), submitted an application to the City of Brentwood for certain permits and approvals, including a Vesting Tentative Subdivision Map ( VTSM 9649) and Design Review ( DR 23- 012), to develop its proposed Orchard Grove North Project, a residential subdivision project proposed to be developed on a 9. 6 -acre site located east of Adams Lane, directly south of The Rock Church and Vineyard Academy ( APN 016- 040- 004) ( the " Project Site"); and WHERAS, collectively, Vesting Tentative Subdivision Map ( VTSM 9649), which includes a request for a density bonus and associated waivers under the State Density Bonus Law, and Design Review ( DR 23- 012) constitute the " Project;" and WHEREAS, the Project application has been referred to various public utility companies, public districts, and pertinent departments for review and recommendations; and
WHEREAS, the City distributed a Notice of Public Hearing to all property owners of record within 300 feet of the project site and published it in the Brentwood Press on May 3, 2024 in accordance with City policies and Government Code Section 65090, and a public hearing notice sign was posted on the site during the same timeframe; and
WHEREAS, at the June 4, 2024 Planning Commission meeting, staff was granted a request that the item be continued to the July 2, 2024 meeting due to a clerical error in the MND; and
WHEREAS, the Planning Commission held a public hearing on this project at its regular meeting of July 2, 2024, and considered, among other things, the staff report, supporting documents, public testimony, and all appropriate information submitted with the proposed Project; and
WHEREAS, on July 2, 2024 the Planning Commission voted to approve Planning Commission Resolution No. 24- 029, recommending the City Council approve Vesting Tentative Subdivision Map ( VTSM 9649); and

WHEREAS, the City distributed a Notice of Public Hearing to all property owners of record within 300 feet of the project site and published it in the Brentwood Press on July 12, 2024 in accordance with City policies and Government Code Section 65090, and a public hearing notice sign was posted on the site during this same timeframe; and
WHEREAS, on July 22, 2024, prior to the start of the City Council meeting, the applicant requested a continuance, to a date uncertain, in order to resolve an undisclosed item with the existing property owner; and
WHEREAS, on July 23, 2024, the City Council voted to continue consideration of this matter to a date uncertain; and
WHEREAS, on August 2, 2024, the City re -distributed a Notice of Public Hearing to all property owners of record within 300 feet of the project site and published it in the Brentwood Press in accordance with City policies and Government Code Section 65090, and a public hearing notice sign was posted on the site during this same timeframe; and
WHEREAS, the City Council held a public hearing on this project at its regular meeting of August 13, 2024, and considered, among other things, the staff report, supporting documents, public testimony, and all appropriate information submitted with the proposed Project; and
WHEREAS, the City prepared an Initial Study and Mitigated Negative Declaration ( IS/ MND) SCH# 2024050112 for this project in accordance with the CEQA Guidelines, and at its August 13, 2024 meeting, the City Council adopted said IS/ MND, including its accompanying Mitigation Monitoring and Reporting Plan and Errata Sheet, through adoption of Resolution No. 2024- 89.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Brentwood:

A. Hereby finds that with respect to Brentwood Municipal Code Section

16. 050. 040. B and Government Code section 66474:

1. That the proposed map is consistent with the community development plan and any applicable specific plans.

The City' s 2014 General Plan and 2023 Housing Element include goals and policies to ensure that adequate housing needs are met and that adequate housing opportunities are available and affordable to all residents of Brentwood. The proposed project meets the intent of the goals and polices established by the General Plan and Housing Element as follows:
a. Goal LU 1. (" Establish a land use pattern in Brentwood that provides for a diverse, self- sufficient community that offers a

broad spectrum of job opportunities, housing types, community facilities, and commercial services.") The project proposes a land use pattern that provides for a diverse and self- sufficient community that offers a broad spectrum of housing by providing 30 detached single- family market rate homes and four attached affordable duet units.
b. Goal H- 1. (" Facilitate a diversity of housing opportunities to enhance the City' s living environment and to satisfy the shelter needs of all Brentwood residents.") The project provides a diversity of housing opportunities by providing 30 detached single- family market rate homes and four attached affordable duet units. The four affordable units include a variety of affordability levels. Two of the units are affordable to households qualifying as Very Low Income and two of the units affordable to households qualifying as Moderate Income.

C. Goal H- 2 (" Encourage housing that is affordable to all socioeconomic segments of Brentwood' s population.") The project includes four affordable units with varying levels of affordability.

Two units are affordable to moderate income households and two for very low income households for the Brentwood population. d. Action H 2a (" Compliance with Affordable Housing Ordinance: All new residential projects, shall provide affordable housing units in accordance with the City' s adopted affordable housing ordinance Chapter 17. 725. The City will continue to review and monitor the ongoing effectiveness of the City' s affordable housing ordinance to ensure developers provide a certain percentage of new homes to qualifying households at an affordable cost for the longest feasible time. The ordinance shall also continue to include a list of automatically available development incentives to encourage the construction of the inclusionary units as well as provide the details for available alternatives to satisfy inclusionary housing obligations.") The project complies with the Affordable Ordinance by providing affordable units in accordance with the City' s adopted affordable housing ordinance that was in effect at the time the project was deemed complete and per the Brentwood Municipal Code ( BMC 17. 725. 003D), projects of twenty- seven to thirty- four units shall contain one low- income unit, two moderate - income units, and one very low- income unit. Pursuant to the City' s ordinance and consistent with definitions of the state law, a very low- income unit qualifies as a low income unit and therefore the project complies by providing two very low- income units and two moderate - income units. In addition, the project developer would be required to enter into an Affordable Housing Agreement with the City prior to final map approval.

e. Action H 2i (" Density Bonus Ordinance: Assembly Bill 2345, Chapter 197 Statutes 2020 requires a density bonus of up to 50 percent when a qualifying percentage of Below Market Rate BMR) units are proposed.") The project site is within the General Plan Residential Very Low Density ( R- VLD) land use designation, which provides for a density range from 1. 1 to 3. 0 dwelling units per acre. Pursuant to the State Density Bonus law, an applicant may obtain additional density without requiring a rezone or General Plan land use designation change, as well as a relaxation or elimination of applicable development standards ( i. e., concessions and waivers) in exchange for providing certain levels of affordable housing. The density bonus is set on a sliding scale, based on the percentage of affordable units provided. The applicant is proposing to provide six percent ( 6%) of the units for very -low income households, which meets the State' s Density Bonus Law threshold for a base density bonus ( Government Code 65915( f)(2)( B)( 1)( b)). The State' s sliding scale allows for a

22. 5% density bonus for projects that offer 6% very low income units. Here, the applicant is proposing a 17. 2% density bonus.

The 34 units proposed units results in an overall density of 3. 54 dwelling units per acre.
f. Goal H3 (" Equitable Distribution of affordable housing: Encourage an equitable distribution of housing for all economic groups throughout the community.") By providing a mixture of market rate, moderate, and very low income units, the project achieves and maintains an equitable distribution of housing types available to all economic groups. The Regional Housing Needs Allocation RHNA) for Brentwood for the 6th Cycle requires planning for the development of 1, 522 new affordable housing units, including 402 units for extremely low/ very low- income households and 641 for above moderate -income for the next 2023- 2031 housing element cycle. The proposed project would contribute 4 affordable units and 30 above moderate units that are all anticipated to be counted toward the 2023- 2031 cycle consistent with the provisions in the Housing Element. Additionally, the two sets of duet units will be spread throughout the proposed subdivision. g. Action H 3a (" Affordable Housing Design and Distribution: All affordable units within a mixed -income subdivision shall be harmonious and comparable to the market - rate units in exterior design, quality of materials and architectural elements, and overall construction quality. Affordable units may have different interior amenities and/ or slightly different dimension than market rate units in a residential development. Affordable units in a mixed - income development shall be dispersed throughout the residential development so as to prevent the concentration of affordable units.") The duet housing product proposed for the

affordable units provides for a four- bedroom, two- story home with a two - car garage. This home design is comparable in bedroom and bathroom count, garage configuration, and floor plan layout with the market rate homes, although of smaller total square footage as is allowed under Brentwood affordable housing ordinance. The design and distribution of the affordable units are comparable to the market rate units in exterior design, materials, architectural elements, and overall construction quality, as well as the number of bedroom and proportion of bedroom types. The affordable units are also dispersed throughout the residential development.
h. Goal H 4 (" Housing Opportunities: Promote equal housing opportunities for all residents of Brentwood.") The project provides 30 market rate homes and 4 affordable units; two affordable to very low- income households and two affordable to moderate -income households. The proposed project would be anticipated to contribute four affordable units to the 2023- 2031 allocation cycle consistent with the provisions in the Housing Element.

2. That the design or improvement of the proposed subdivision is consistent with the community development plan and any applicable specific plans.

The Project Site is not within any adopted or proposed specific plan area.

The design and improvements of the proposed subdivision are consistent with the General Plan, including with those goals and actions set forth above, as well as the following:
a. Policy CIR 1- 2. (" Ensure that the City' s circulation network is a well- connected system of streets, roads, highways, sidewalks, and paths that effectively accommodates vehicular and nonvehicular traffic in a manner that considers the context of surrounding land uses and the needs of all roadway users.") Access to the site would be via two existing ( currently under construction) access points off Adams Lane, which borders the property to the west, and the subdivision will tie into the public loop street that is also under construction for the Orchard Grove project ( first phase). The two projects will connect for an overall design of one continuous project. This design ensures the subdivision is consistent with the community and its development and provides well- connected streets within the development. The project' s internal street is approximately 56 feet in width with sidewalks connecting to the existing sidewalk on Adams Lane.

Adams Lane will be widened along the project frontage to accommodate through traffic and new turning movements into and out of the proposed project. Full right -of way improvements

would be constructed within the street, including utilities, curb, gutter, and a separated sidewalk with a landscape strip. b. Policy LU 1- 4 (" Require new development to occur in a logical and orderly manner, focusing growth on infill locations and areas designated for urbanization on the Land Use Map and be subject to the ability to provide urban services, including paying for any needed extension of services.") The proposed project will connect with the previously approved Orchard Grove project located directly to the south, for an overall design of one continuous project ensuring that development occurs in a logical and orderly manner. The proposed project is considered an infill site as it is within the City limits, in a developed area, and will connect to adjacent existing infrastructure. The project involves the construction of the necessary infrastructure to serve the proposed neighborhood and would include plans to connect to existing City infrastructure to provide water and sewer to the site. Storm water quality for the site will be achieved with a bio -retention basin constructed at the northeast corner of the site pursuant to Contra Costa County and State Water Resources Control Board
regulations.

C. Policy LU 1- 5 (" Encourage new development to be contiguous to existing development, whenever possible.") Full right- of-way improvements would be constructed within the street, including utilities, curb, gutter, and a separated sidewalk with a landscape strip. The subdivision would tie into the previously approved Orchard Grove subdivision directly to the south and would be oriented and designed to match and be consistent to appear as one contiguous subdivision, thus creating a fabric of viable and interrelated neighborhoods.
d. Finally, the project complies with other applicable elements of the General Plan as described in finding A( 1) above.

3. That the site is physically suitable for the type of development.

The site is physically suitable for the type of development proposed by VTSM No. 9649 insomuch as the discharge of waste from the proposed subdivision will not result in violation of existing requirements prescribed by the California Regional Water Quality Control Board because the Permittee will be required to make the necessary improvements to tie in to the City' s stormwater and sewer facilities, as well as treat all stormwater runoff, and the design of the subdivision and the associated improvements is not likely to cause serious public health problems due to the fact that this project will be required to construct all of the necessary improvements needed to ensure a safe and healthy development, including all Federal, State, and local regulations.

4. That the site is physically suitable for the proposed density of development.

The site is physically suitable for the density of development proposed, in that it complies with the density allowed per the State Density Bonus Law.

The project site is zoned R - 1- E, which allows for up to 3. 0 units per acre and the General Plan land use designation is R- VLD which allows for 1. 1 to

3. 0 units per acre. Therefore, the proposed 9. 6 -acre project is allowed to build up to the base density of 29 dwelling units (§ 65915 ( 0)( 4)). The applicant is invoking the State Density Bonus Law, a state mandate which allows for a " density bonus", an amount over and above the allowable residential density when a project includes an affordability component.

Pursuant to the State Density Bonus Law, 34 units are proposed, which will result in a density of 3. 54 dwelling units per acre.

5. That the design of the subdivision or the proposed improvements is not likely to cause substantial environmental damage or substantially and unavoidably injure fish or wildlife or their habitat unless an Environmental Impact Report was prepared with respect to the project and a finding was made pursuant to subdivision ( c) of Section 21081 of the Public Resources Code that specific economic, social, or other considerations make infeasible the mitigation measures or project alternatives identified in the Environmental Impact Report.

The design of the subdivision and the associated improvements have been analyzed for their impacts on the environment through the preparation of an initial study/ mitigated negative declaration ( IS/ MND) and a Mitigation Monitoring and Reporting Program, which includes feasible mitigation measures to ensure that any impacts identified as potentially significant in the IS/ MND will be reduced to a less than significant level.

6. That the design of the subdivision or type of improvements is not likely to cause serious public health problems.

The design of the subdivision and the type of improvements proposed are not likely to cause serious public health problems due to the fact that this Project includes proposed improvements necessary to ensure a safe and healthy development, including adequate wastewater and potable water infrastructure, streets that meet the City' s specifications, street lighting, and compliance with Federal, State, and local regulations designed to protect public health.

7. That the design of the subdivision or the type of improvements will not conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision.

The design of the subdivision and the associated improvements will not conflict with any easements acquired by the public at large for access

through or use of property within the proposed subdivision as alternative access, utility, and irrigation facilities will be constructed, enabling continued service to properties serviced by existing easements. In addition, no easements have been acquired by the public at large across this site.

B. Hereby finds that with respect to the density bonus requested by the Permittee pursuant to Brentwood Municipal Code Chapter 17. 720 and Government Code 65915- 65918 ( the " Density Bonus law"):

1. Qualification. The proposed project is proposing to provide at least six percent ( 6%) of the units for very -low income households, which meets the State' s Density Bonus Law threshold for a base density bonus ( Government Code § 65915 ( f)(2)( B)( 1)( b)). The Project site is subject to a maximum density of 3. 0 units per acre per the zoning requirements, and General Plan land use designation with a density range of 1. 1- 3. 0 units per gross acre.

The 9. 6 -acre Project proposes to include 30 market rate units, 2 units affordable to very -low income households, and 2 units affordable to moderate - income households. The Planning Commission reviewed the project' s eligibility and recommended the City Council grant the requested

17. 2% increase in density, resulting in a total Project density of 3. 54 units per gross acre. The City Council has reviewed the project' s eligibility for the requested waivers and finds that the Project qualifies for such waivers.

2. Satisfaction of requirements. The Project shall, by incorporation of the conditions set forth herein, comply with all requirements of Brentwood Municipal Code Chapter 17. 720 and the Density Bonus law.

3. Requested concession. The provision of six percent ( 6%) of the units for very -low income households, meets the State' s Density Bonus Law threshold for a base density bonus ( Government Code § 65915 f)( 2)( B)( 1)( b)). The applicant has not requested any concessions.

4. Requested waivers. The Project has requested the following waivers.

Having determined that there are no grounds under the law for denying these requested waivers, the City Council hereby grants them for the reasons stated below:

General Plan
Transition Policy
Waiver/ Reduction
Request
Analysis
1 General Plan Density Waive the General Plan The proposed development is Transition Policy ( LU- Density Transition Policy subject to the General Plan 2a) requires requirements for lots on the Transition Policy LU - 2a minimum of 20, 000 northern & eastern edge of requiring 20, 000 sf minimum square foot lot sizes the site to instead range lot sizes on the northern and for certain lots along from 3, 867 sq. ft. for the eastern borders of the the exterior of the duet lots and between property. Requiring those lots project. 10, 429 sq. ft. to 13, 389 to strictly adhere to this policy would physically preclude

square feet for the construction at the proposed
detached single- family lots. density because it would result in elimination of multiple lots
from the land plan.

R -1- E Zoning Waiver/ Reduction Analysis
Standard Request
2 Minimum lot size Minimum lot sizes for the Larger lot sizes would is 14, 500 sf; market rate units reduced to physically preclude minimum lot size can 8, 000 sf. construction of the project at be reduced to 10, 000 the proposed density. The
sf for conditionally applicant ran a sample land
permitted uses;
plan scenario showing the
3, 000 sf for
constraints of 10, 000 sf
affordable units.
minimum lot sizes on the
project as a whole, the 20, 000
sf minimum on the lots
adjacent to existing large lot
residential, and the various
other land use controls. The
maximum number of units
possible on this site under
those conditions would be 28
units, including the four
affordable unit required per the
City' s
Affordable Housing
ordinance. The reduction to
8, 000 sf minimum lot sizes for
the market rate units is
necessary to allow for
construction of the 34 -unit
project.
3 Minimum lot sizes for the The duet housing product
affordable units reduced to proposed for the affordable 3, 750 sf. units provides for a fourbedroom, two story home with a two car garage. This design
is consistent with the bedroom
and bathroom count, garage
configuration, and floor plan
layout with the market rate
homes, with the exception of
total square footage, as
allowed under the City' s
Affordable Housing ordinance.

A larger lot size requirement
than what is proposed would
impact the setbacks of the
remaining homes on the block.

Without this waiver, the
proposed project would be
physically precluded from being
constructed at the proposed
density, even with the
requested waivers for the
market rate units.
4 Minimum lot width is Minimum lot width for the Increased lot widths would 100 feet market rate units reduced physically preclude
from 100 feet wide to 80 construction of the project as feet wide as, measured at larger lot widths would
the rear lot line. therefore lend to larger lot sizes
and further would reduce the
overall number of units possible
on the site. The reduction in
the minimum lot dimensions is
necessary to allow for
construction of the 34 -unit
project, while also allowing for
a housing product consistent
with the surrounding
neighborhoods and
economically feasible in the
marketplace.
5 Minimum lot dimensions for The duet housing product
duet units shall be reduced proposed for the affordable from 100 feet wide to 40 units provides for a four
feet, wide as measured at bedroom, two story home with
the rear lot line.
a two car garage. This home
design is comparable in
bedroom and bathroom count,
garage configuration, and floor
plan layout with the market
rate homes, although of
smaller total square footage, as
is allowed under Brentwood
affordable housing ordinance.

The lot dimensions proposed
are appropriate to the proposed
architecture and provide for
comfortable and livable
setbacks. Lot dimensions any
larger than what is proposed
would not materially improve
the duet homes and would
significantly impact the lot sizes
and setbacks of the remaining
lots and homes in the

6 Minimum front yard
setback is 20 feet.
7 Minimum side yard
setback is 10 feet,
the sum of both sides
is 25 feet.
8 Side yard setback for
duet units.

Minimum front yard
setbacks include an
allowance to decrease the
front setback to 15 feet to
living space, yet maintain
the existing 20 feet to the
garage.

Minimum side yard setback
reduced from 10 feet
minimum to 7 feet minimum
and reduced from 25 feet in
aggregate to 20 feet in
aggregate.

Side yard setbacks shall
include a provision for a zero
setback on the lot line
defining the common wall
between duets.

Resolution 2024- 90
subdivision. Without this
waiver, the proposed density
project would be physically
precluded from building the 34
units allowed, even with the
other requested waivers for
setbacks and lot sizes.

The requested waiver is to
allow for a 15 -foot front
setback to any living space that
may project forward of the
garage. This waiver is
necessary to support the
proposed architecture as
described above while
preserving reasonable rear
yard setbacks. Without this
waiver, lot depths would have
to increase, resulting in the
reduction of the total number of
units proposed for the project,
and physically precluding the
proposed 34 - unit density bonus
project.

The requested waiver is to
allow for a setback reduction of
3 feet on the minimum and 5
feet on the aggregate side yard
setback. This is necessary to
support the proposed
architecture as described above
and accommodating lot widths
necessary to achieve the
densities allowed under the
density bonus. Without this
waiver, the project could not be
physically constructed at the
proposed density because
increased lot widths would
reduce the total number of
units proposed for the project.

Because the duet units are
proposed to be fee simple
ownership, individual legal lots
must be mapped. A zero
setback is required on the lot
line that splits the building.

Without this waiver, the
proposed duets could not be
physically constructed and thus
the project could not be
physically constructed at the
proposed density.
9 Minimum rear yard Minimum rear yard setback A 15 - foot minimum rear yard setback is 30 feet. shall be reduced from 30 setback is necessary to support feet to 15 feet. the proposed architecture while
preserving the minimum front
yard setbacks. Without this
waiver, the project could not be
physically constructed at the
proposed density because
increased lot depths would
reduce the total number of
units.

Objective Design Waiver Request Analysis
Standards*

1. 1 Minimum setback of Minimum setback shall be Compliance with the 30 -foot D) 30 feet between 15 feet. setback would physically
sound walls and preclude the project from
bordering arterial and constructing the proposed
collector streets. number of units because an
increased setback would
reduce the number of units.

Staff also notes that this
development standard is not
consistent with existing sound
walls on Adams Lane or any
other minor arterial in
Brentwood.

2. 2 A minimum of one Allow eight lots to have The proposed subdivision has E) 1 unit on each lot must entry doors not facing the some lots that gain access via a have the front entry street. shared access drive aisle off of door facing the the public street and therefore
street. these homes are not oriented
facing the public street. Some
of the entrance doors for the
duet units are located on the
side in order to match the rest
of the subdivision. The
requirement to have these lots
face the street would physically
preclude construction of the
number of proposed lots as
there is not enough room for all

5. Requested Interim Objective Design Standard Exceptions. The applicant has requested the following exceptions from three of the IODS. The City Council hereby grants the following for the reasons stated below:
lots to fit with frontage on the
street.

2. 2 Where the housing Allow the duet units to have Some of the entrance doors for E) 2 development front doors both facing the both of the duet units are 3 comprises two side- same street. located on the front in order to by -side detached match the rest of the
units positioned along subdivision and appear as one
the street frontage, single- family home. The duets
each unit must have cannot be physically
the front entry door constructed to comply with this
facing the street. requirement and thus without
Where two units are the waiver, the project could
proposed to be not be constructed at the
attached and are proposed density.
located on an interior
lot, one of the two
units must have its
front entry door
facing the street, and
the other unit must
have its front entry
door on the building
side or rear.

5. Requested Interim Objective Design Standard Exceptions. The applicant has requested the following exceptions from three of the IODS. The City Council hereby grants the following for the reasons stated below:

Interim Obiective Desian Standard Excentions
IODS Standard Exception Analysis
Request
2( E) 7 Street -facing Allow some The elevation styles that are appropriate for doors must architectural styles glazing will have at least six square feet provide 6 sq. a reduction in the such as the Craftsman style. Other styles ft. of glazing. required glazing where this is not appropriate architecturally square footage. are requesting an exception. Applicant is requesting a modification from the ODS.

2. 2( J) 2 Exterior wall Allow some areas This requirement is not possible to achieve planes of the home a on certain areas of the homes, such as attic exceeding 250 reduction in space gables, garages, utility walls, etc., square feet in glazing due to therefore a waiver is being requested. area must location. Applicant is requesting a modification from provide the ODS in this regard.
glazing for
30% of the
total wall area.

2. 2( k) 2c When stucco is Allow Spanish The Spanish elevation has introduced used, it must elevations a mosaic tile accents on the front elevation. be used in reduction in the While this does not result in 20% of the combination 20% requirement frontage being a different material, it does with a least of a secondary introduce a second material, different than one other wall material. stucco, that is appropriate to the style. All material, other elevations comply. Applicant is
which must requesting a modification from the ODS in
comprise of at this regard.
least 20% of
the building
frontage,
excluding
windows and
railings.

C. Hereby approves Vesting Tentative Subdivision Map ( VSTM 9649), including the requested density bonus and density bonus waivers identified above, subject to the conditions of approval listed in Exhibit ' A', attached hereto and made a part of this resolution, and all City standards applicable to this project.

D. The documents and materials associated with this Resolution that constitute the record of proceedings on which these findings are based are located at 150 City Park Way in Brentwood, California. The City Clerk is the custodian of records for the record of proceedings.

ADOPTED by the City Council of the City of Brentwood at its regular meeting of August 13, 2024, by the following vote:

AYES: Meyer, Mendoza, Pierson, Oerlemans, Mayor Bryant
NOES: None
ABSENT: None
RECUSE: None
ATTEST:

Margaret imberly, MMC
City Clerk

EXHIBIT 'WTO
CITY COUNCIL RESOLUTION NO. 2024- 90

CONDITIONS OF APPROVAL FOR
VESTING TENTATIVE SUBDIVISION MAP ( VTSM 9649)

1. The Applicant and Permittees, including all successors in interest ( collectively, Permittee") shall comply with each and every condition set forth in the Permit.

Vesting Tentative Subdivision Map No. 9649 ( the " Permit") shall have no force or effect and no building permit shall be issued unless and until all things required by the below - enumerated precedent conditions have been performed.

The Permittee shall develop the site in accordance with all applicable laws and regulations and the approved attachments and as modified by these Conditions of Approval.

2. All applicable Standard Conditions of Approval for Tentative Subdivision Maps, dated May 2005, are hereby incorporated by reference and shall be complied with by the Permittee, unless modified by any of the conditions below.

3. The final map shall be substantially in conformance with Vesting Tentative Subdivision Map No. 9649 prepared by CBG Civil Engineers dated " Received February 19, 2024" unless otherwise amended by the conditions of approval contained herein.

4. The approval of Vesting Tentative Subdivision Map No. 9649 is effective only after adoption of the MND prepared to analyze the Project.

5. Permittee shall comply with and perform each and every mitigation measure set forth in the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the Project, as adopted by City Council Resolution No. 2024- 89.

6. The Permittee shall indemnify, defend with counsel of the City' s reasonable choosing, and hold harmless City and its City Council, its boards and commissions, officials, officers, employees, and agents ( the " Indemnified Parties") from and against any third party claim, action, or proceeding against City and/ or the Indemnified Parties to attack, review, set aside, void, or annul the City' s approval of the project approved herein, including adoption of VTSM 9649, and DR 23- 012, and any environmental determination made with regard thereto, save and except to the extent caused solely by the City' s sole or active negligence, or willful misconduct. This indemnification shall include, but not be limited to, damages awarded against the City, if any, costs of suit, reasonable attorneys' fees, and other reasonable expenses incurred in connection with such claim, action, causes of action, suit or proceeding. The Permittee shall pay to the City upon demand or, as applicable, on a monthly basis to counsel of City' s reasonable choosing, amounts owed pursuant to the indemnification requirements prescribed in this condition. City shall promptly notify the Permittee of any claim, action, or proceeding and shall engage in reasonable efforts to cooperate in the defense. To the extent the above indemnification is limited by Government Code Section 66474. 9, any limitations shall only apply to VTSM 9649, and the remainder of this obligation shall be unaffected by said Government Code section.

7. Permittee shall comply with all requirements of Brentwood Municipal Code Chapter 17. 720 (" Density Bonus Program") and Government Code 65915- 65918 ( the State Density Bonus law). Permittee' s eligibility for development subject to these laws is contingent upon Permittee' s construction of two ( 2) housing units that shall be made available for sale to households of very -low incomes for the term proscribed in the law.

8. Permittee shall comply with all requirements of Brentwood Municipal Code Chapter 17. 725 (" Affordable Housing") as codified on the date upon which Permittee' s application was deemed complete. In this regard, Permittee shall construct two ( 2) housing unit that shall be made available to very -low income households and two ( 2) housing units that shall be made available to moderate - income households.

9. Lot 31 shall be plotted with a single -story home.

10. No two elevation styles/ plans for the homes may be located adjacent or directly across the street from one another.

11. Prior to each building permit issuance, the Permittee shall comply with all applicable requirements of the Uniform Fire Code and the adopted policies of the Contra Costa County Fire Protection District ( CCCFPD). The City' s Building Division shall review the building plans to ensure compliance.

12. Prior to building permit issuance, the Permittee shall provide an adequate and reliable water supply for fire protection with a minimum fire flow to the satisfaction of CCCFPD and the City of Brentwood.

13. Permittee shall install maximum masonry wall at a maximum height of seven feet along the northern boundary of the project site, and a split face block concrete perimeter wall along Adams Lane. Additionally, Permittee shall install residential wood good neighbor fences for all lots at a maximum height of seven feet. Fence details shall be included in the final landscape plans to the satisfaction of the Community Development Director.

14. Residential wood fences shall meet the minimum requirement of the City' s Enhanced Residential Good Neighbor Fence detail ( ST - 22).

15. The Permittee shall submit detailed landscape and irrigation plans of front yard typical, open space areas, and bio retentions areas for review and approval prior to issuance of a building permit to ensure compliance with the City' s Water Efficient Landscape Ordinance subject to review and approval of the Planning Department.

16. The Permittee shall comply with all applicable NPDES requirements, including C. 3, per the current Contra Costa County Stormwater C. 3 Guidebook, to the satisfaction of the Director of Public Works/ City Engineer.

17. The Permittee shall comply with the Public Art Program as approved by the City by paying the in -lieu fees consistent with Brentwood Municipal Code Chapter 2. 44.

18. Permittee shall be subject to and shall pay in full all park in - lieu fees per BMC

16. 150. 030 and the City' s 2019 Parks, Trails and Recreation Master Plan to the satisfaction of the Director of Parks and Recreation.

19. The Project shall be consistent with all applicable City' s General Plan Goals, Policies, and Actions.

20. All improvements shall be designed and constructed; all permits issued; all fees paid; and all securities submitted pursuant to applicable Federal and state laws, the Subdivision Map Act, the Brentwood Municipal Code, the City Engineering Department' s Standard Plans and Specifications, and the City Engineering Department' s Engineering Procedures Manual.

21. Permittee and all construction plans and maps shall comply with Brentwood Municipal Code Title 8 " Health and Safety," Title 9 " Public Peace and Welfare," Title 12 " Streets, Sidewalks and Public Places," Title 13 " Sewers," Title 14 Water," Title 15 " Building and Construction," and Title 16 " Subdivision and Land Development." In particular:
a. Solid waste service shall comply with Brentwood Municipal Code Chapter

8. 16 " Solid Waste."
b. Construction and demolition work shall comply with Brentwood Municipal Code Chapter 8. 40 " Construction and Demolition Debris Recycling."
c. Permittee shall comply with Brentwood Municipal Code Chapter 9. 32 Noise Regulations."
d. Permittee shall dedicate and improve any thoroughfare and/ or collector street pursuant to Brentwood Municipal Code Chapter 12. 04 " Street Widths."
e. Permittee shall comply with the encroachment permit requirements pursuant to Brentwood Municipal Code Chapter 12. 08 " Street Encroachments."
f. Sewer backflow prevention, interceptors, and other health and safety requirements shall be incorporated into the project pursuant to Brentwood Municipal Code Chapter 13. 04 " Sewer System - Rules and Regulations."
g. Brine -discharging self -regenerating water softener systems are prohibited pursuant to Brentwood Municipal Code Section 13. 04. 022. B. h. Recycled water services shall comply with Brentwood Municipal Code Chapter 13. 06 " Recycled Water Regulations."

Water service shall comply with Brentwood Municipal Code Chapters

14. 01 " Municipal Water System" and Chapter 14. 10 " Cross - Connection Control." In addition and to comply with both health and safety requirements as well as the City' s Engineering Design Standards, all projects serving more than 25 units shall design and construct at least two independent points of potable water supply to the Project. j. Contractors requiring construction water shall obtain a temporary water permit and shall only take water metered at a location specified by the City Engineer pursuant to Brentwood Municipal Code Section 14. 01. 340 Contractors."
k. Permittee shall comply with the Federal Clean Water Act, the Municipal Regional NPDES Permit, and Brentwood Municipal Code Chapter 14. 20 Stormwater Management and Discharge Control."
I. Fire access and aerial apparatus access shall comply with the requirements of the Fire District and Brentwood Municipal Code Chapter

15. 06 " Fire Code."
m. Grading shall comply with Brentwood Municipal Code Chapter 15. 52 Grading, Erosion and Sediment Control."
n. All grading and noise generating activities shall be limited to the days and hours defined in Brentwood Municipal Code Section 15. 52. 060 Grading Regulations."
o. In addition to the indemnification obligation set forth above, Permittee shall indemnify the City pursuant to Brentwood Municipal Code Section

15. 52. 160 " City Held Harmless."
p. Pursuant to Brentwood Municipal Code Section 16. 070. 030. B, review of a Final Map, certification and approval shall not proceed until the Improvement Plans ( onsite and offsite) have been submitted and reviewed by and approved by the City Engineer.
q. Permittee shall obtain all required permits including, but are not limited to: buildings; sewer connections; encroachment; grading; use; business license; water connection; Army Corps of Engineers; Contra Costa County Flood Control; California Department of Fish and Wildlife pursuant to Brentwood Municipal Code Section 16. 120. 050 Procedures."
r. All public facilities shall be constructed and any existing deficiencies shall be corrected. This includes both required on- and off- site public facilities and any deficiencies on- site, abutting the parcel or parcels involved or required off- site to provide service to the proposed development or for the continued safety, health and well- being of the public upon

completion of the development pursuant to Brentwood Municipal Code Section 16. 120. 090 " Public Facilities Installation." s. Utilities shall be installed underground pursuant to Brentwood Municipal Code Section 16. 120. 120 " Undergrounding — Electric, Communication, Street Lighting and Advanced Technology Systems."
t. All landscaping installed by the project shall be from trees and plants selected from the City Approved Drought Tolerant and Native Plant List with the exception of bioretention facilities which shall conform to Appendix B of the Contra Costa Clean Water Program C. 3 Guidelines, to the satisfaction of the Director of Parks and Recreation and City Engineer.
u. Permittee shall make all land dedications pursuant to Brentwood Municipal Code Sections 16. 140 and 16. 150.

22. Prior to issuance of grading permit:
a. The height and location of all existing and proposed retaining walls shall be shown on the Grading Plans. Retaining walls over three feet in height shall be structurally engineered, and shall require separate building permits. All retaining walls shall include a sub -drain system to the satisfaction of the City Engineer.
b. Construction Plans shall demonstrate with plans, analysis, or other documentation signed and stamped by a licensed Civil Engineer that there is adequate overland drainage release to an adequate public drainage facility to the satisfaction of the City Engineer. Permittee shall acquire drainage easements, if necessary.
c. Grading Plans shall include a sufficient number of cross- sections adjacent to creeks, floodplains, and wetland areas showing the proximity of these features to proposed grading and building foundations to the satisfaction of the City Engineer.
d. Pursuant to Brentwood Municipal Code 15. 070. 320, Grading Plans shall identify any special flood hazard area and the elevation of the base flood.
e. Permittee shall provide approved hydrology and hydraulic calculations signed by a licensed engineer demonstrating that the Project will adequately collect and convey all runoff within the Project as well as the entire developed watershed upstream of the Project pursuant to Brentwood Municipal Code 16. 120. 080C. The analysis shall include conveyance capacity of the existing onsite creek, if any.

23. Prior to issuance of an encroachment permit or approval of Improvement Plans:

a. Permittee shall design improvements to accommodate a travel lane and bike lane in each direction, painted median/ turning lane, curb and gutter, sidewalk, landscaping and street lighting along Adams Lane project frontage to the satisfaction of the City Engineer as shown on the proposed Vesting Tentative Map.
b. Permittee shall design improvements along the Lone Oak Road project frontages that will include curb, storm drain, landscaping and irrigation to the satisfaction of the City Engineer as shown on the proposed Vesting Tentative Map.
c. Permittee shall design improvements to connect to the non -potable water system and provide non - potable irrigation to Parcel A bioretention basin).
d. Construction Plans shall include all utilities, including, but not limited to, meters, hydrants, poles, signs, clean -outs and boxes to be located clear of all trails, sidewalks and driveways or as determined by the City Engineer.
e. Construction Plans shall include all utilities designed with seismic considerations to the satisfaction of the City Engineer. f. Permittee shall submit a colored Composite Site Exhibit showing the location of all existing and proposed utilities, utility boxes, landscaping, monuments, street improvements, lights, signs, driveways, house envelopes, fencing, grading contours, walls, easements, property lines, and other improvements as required at a sufficient scale to allow a comprehensive review of proposed improvements.
g. Construction Plans shall note that construction of all gravity utilities ( i. e. storm drain, sewer) to always commence at the downstream connection and proceed to the upstream terminus.
h. Construction Plans shall demonstrate that all gravity utilities ( i. e. storm drain, sewer) are designed to positively and completely drain by gravity without relying on any electro -mechanical means ( i. e. pumps, lift stations and siphons) to the satisfaction of the City Engineer.

Construction Plans shall include cathodic protection measures for all buried metallic infrastructure pursuant to City Standards or as approved by the City Engineer.
j. Construction Plans shall include all proposed storm drain inlets to include and update existing storm drain inlets along the project frontage with No Dumping - Drains to Creek" thermoplastic stencils to the satisfaction of the City Engineer.

k. Permittee shall obtain approval from the City Engineer on the Project Operation and Maintenance Manual for all stormwater control systems.

Said Manual shall comply with all applicable Municipal Regional NPDES Permit requirements including, but not limited to, maintenance, sediment removal, weed and trash abatement, and the use of chemicals.

Construction Plans shall include all landscaping with adequate root barriers to protect all City facilities, including but not limited to sidewalks, utilities, meters, ramps, and driveways.
m. Permittee shall have a licensed Land Surveyor locate all existing survey monuments on or adjacent to the project, and show said monuments as protected on all construction plans.
n. Construction Plans shall include a Traffic Control Plan in conformance with the latest edition of the Manual of Uniform Traffic Control Devices issued by Caltrans and as required by the City Engineer. o. Construction Plans shall include Emergency Vehicle Access areas to comply with the requirements of the Fire District, and that ingress and egress is provided to all neighboring properties during construction. p. Construction Plans shall incorporate roadways and driveways that provide adequate sight distance pursuant to City and Caltrans design requirements. All landscape areas required to have restrictions to comply with sight distance requirements shall be shown on applicable Construction and Plot Plans.
q. Construction Plans shall incorporate all- weather vehicular access from a public road to all proposed and existing public storm drain, sewer, water, and non - potable water mains, appurtenances, and easements subject to approval of the City Engineer.

24. Prior to approving the Final Map:
a. Final Map shall comply with the current Subdivision Map Act. b. Final map shall include street right of way dedications along Lone Oak Road and will not be accepted until Lone Oak Road within said dedication is improved to City Standards, subject to City Engineer approval. c. Final Map shall show the relinquishment of abutter' s rights of access along Adams Lane, Lone Oak Road and adjacent to all accessible ramp locations to the satisfaction of the City Engineer.
d. The Project shall annex into the most current City Community Facilities District, and annex into, or form a street lighting and landscape maintenance assessment district, or provide and execute an alternative

funding mechanism acceptable to the City for the maintenance of City improvements.
e. The Project shall annex into the most current Emergency Medical and Fire Protection Service Funding Community Facilities District as required by the Contra Costa County Fire Protection District and Brentwood Municipal Code Chapter 17. 635.
f. Final Map shall include approved street names by the Fire District and Community Development Department. All public streets shall be irrevocably offered for dedication.
g. All applicable City fees shall be paid including, but not limited to, the Agricultural Mitigation Fee, the Contra Costa Flood Control and Water Conservation District Fee.

25. Prior to issuance of any Building Permits:
a. Permittee shall underground existing overhead utilities along the project frontage of Lone Oak Road to the satisfaction of the City Engineer. b. All on- site improvements and Trellis Circle shall be constructed prior to the issuance of any building permit in each phase ( excluding model homes). The improvements shall include, but is not limited to pavement, curb, gutter, sidewalk, street lights, utilities and walls to the satisfaction of the City Engineer.
c. Permittee shall provide an approval signed and sealed by a geotechnical or structural engineer of the location, nature and proximity of stormwater features near or adjacent to buildings as determined by the City Engineer. Locations and design of any mitigating structural design feature ( i. e. foundations) shall be shown on the appropriate construction plans.
d. Permittee shall provide an approval signed and sealed by a geotechnical or structural engineer that there is adequate clearance between building foundations and creeks.
e. Permittee shall pay all Development Impact Fees pursuant to, or otherwise comply with the latest City of Brentwood Development Impact Fee Program.
f. Permittee shall provide documents signed by a licensed engineer on building pad elevation, compaction, and appropriate remediation from unsuitable soils.
g. Permittee shall demonstrate that all acoustic mitigations have been incorporated into applicable plans.

26. Prior to issuance of the 21St building permit, the landscaping improvements on the basin parcel ( Parcel A), along the project' s Adams Lane frontage, and along the Lone Oak Road frontage shall be completed to the satisfaction of the Director of the Parks and Recreation Department and the Director of Community Development Department and in the 90 -day maintenance period prior to acceptance.

27. East Contra Costa Habitat Conservation Plan/ Natural Community Conservation Plan requirements:

Preconstruction surveys are required and shall be conducted in accordance with the requirements set forth in section 6. 4. 3, Species - Level Measures, and Table 6- 1 of the ECCC HCP/ NCCP. Detailed descriptions of preconstruction surveys, avoidance and minimization, and construction monitoring applicable to each of the wildlife species is below.

The below conditions must be satisfied PRIOR to any construction or improvement of the site" or " Conditions of approval that must be satisfied PRIOR to or in conjunction with grading permit issuance." A. The project is receiving permit coverage under the East Contra Costa County Habitat Conservation Plan/ Natural Community Conservation Plan (" ECCC HCP/ NCCP" or " the Plan"). All applicable avoidance, minimization and mitigation measures of the ECCC HCP/ NCCP will be imposed on the project. The project will receive take authorization under the City' s incidental take permit from the United States Fish and Wildlife Service ( USFWS) issued pursuant to Section 10( a)( 1)( B) of the Federal Endangered Species Act ( permit number: TE 160958- 0) and the City' s incidental take permit from the California Department of Fish and Wildlife ( CDFW) issued pursuant to California Fish and Wildlife Code Section 2835 ( permit number 2835- 2007- 01- 03).

B. Prior to the issuance of grading or construction permits for the project site and in accordance with the final ECCC HCP/ NCCP Planning Survey Report application dated August 2023, the applicant shall pay the required ECCC HCP/ NCCP Development Fee of $ 184, 544. 40 for 9. 41 - acres of impact ( the fee is subject to annual adjustments, in accordance with Chapter 9. 3. 1 of the ECCC HCP/ NCCP) and receive a Certificate of Coverage from the City of Brentwood. The Certificate of Coverage will confirm that the fee has been received, that other ECCC HCP/ NCCP requirements have been met or will be performed, and will authorize take of covered species.

C. Prior to the issuance of grading or construction permits for the project site and in accordance with the final ECCC HCP/ NCCP Planning Survey Report application dated August 2023 the applicant shall submit a construction monitoring plan to the East Contra Costa County Habitat Conservancy ( the Plan' s Implementing Entity) for review and approval.

1. Western Burrowing Owl:
a. Prior to any ground disturbance related to covered activities, a USFWS/ CDFW- approved biologist shall conduct a preconstruction survey in areas identified in the planning surveys as having potential burrowing owl habitat. The surveys shall establish the presence or absence of Western Burrowing Owl and/ or habitat features and evaluate use by owls in accordance with CDFW survey guidelines California Department of Fish and Game 1995).
b. On the parcel where the activity is proposed, the biologist will survey the proposed disturbance footprint and a 500 - foot radius from the perimeter of the proposed footprint to identify burrows and owls.

Adjacent parcels under different land ownership will not be surveyed.

Surveys should take place near sunrise or sunset in accordance with CDFW guidelines. All burrows or burrowing owls will be identified and mapped. Surveys will take place no more than 30 days prior to construction. During the breeding season ( February 1- August 31), surveys will document whether burrowing owls are nesting in or directly adjacent to disturbance areas. During the nonbreeding season ( September 1 - January 31), surveys will document whether burrowing owls are using habitat in or directly adjacent to any disturbance area. Survey results will be valid only for the season breeding or nonbreeding) during which the survey is conducted.

Copies of both surveys shall be submitted to ECCC Habitat Conservancy and the City for review and approval.
c. If burrowing owls are found during the breeding season ( February 1 - August 31), the project proponent will avoid all nest sites that could be disturbed by project construction during the remainder of the breeding season or while the nest is occupied by adults or young.

Avoidance will include establishment of a non- disturbance buffer zone ( described below). Construction may occur during the breeding season if a qualified biologist monitors the nest and determines that the birds have not begun egg -laying and incubation or that the juveniles from the occupied burrows have fledged. During the nonbreeding season ( September 1- January 31), the project proponent should avoid the owls and the burrows they are using, if possible. Avoidance will include the establishment of a buffer zone described below).
d. During the breeding season, buffer zones of at least 250 feet in which no construction activities can occur will be established around each occupied burrow ( nest site). Buffer zones of 160 feet will be established around each burrow being used during the nonbreeding season. The buffers will be delineated by highly visible, temporary construction fencing.
e. If occupied burrows for burrowing owls are not avoided, passive relocation will be implemented. Owls should be excluded from burrows in the immediate impact zone and within a 160 -foot buffer zone by installing one- way doors in burrow entrances. These doors should be in place for 48 hours prior to excavation. The project area

should be monitored daily for a week to confirm that the owl has abandoned the burrow. Whenever possible burrows should be excavated using hand tools and refilled to prevent reoccupation California Department of Fish and Game 1995). Plastic tubing or a similar structure should be inserted in the tunnels during excavation to maintain an escape route for any owls inside the burrow.

2. Swainson' s Hawk
a. Prior to any ground disturbance related to covered activities that occurs during the nesting season ( March 15 - September 15), a qualified biologist will conduct a preconstruction survey no more than 1 month prior to construction to establish whether Swainson' s hawk nests within 1, 000 feet of the project site are occupied. If potentially occupied nests within 1, 000 feet of the project site are found, then their occupancy will be determined by observation from public roads or by observations of Swainson' s hawk activity ( e. g., foraging) near the project site. If nests are occupied, minimization measures and construction monitoring are required ( see below). A copy of the preconstruction survey shall be submitted to the ECCC Habitat Conservancy and the City for review and approval.
b. During the Swainson' s hawk nesting season ( March 15 - September 15), covered activities within 1, 000 feet of occupied nests or nests under construction will be prohibited to prevent nest abandonment. If site- specific conditions or the nature of the covered activity ( e. g., steep topography, dense vegetation, limited activities) indicate that a smaller buffer could be used, the Implementing Entity will coordinate with California Department of Fish and Wildlife ( CDFW)/ United States Fish and Wildlife ( USFWS) to determine the appropriate buffer size. If young fledge prior to September 15, covered activities can proceed normally. If the active nest site is shielded from view and noise from the project site by other development, topography, or other features, the project applicant can apply to the ECCC Habitat Conservancy and the City for a waiver of this avoidance measure. Any waiver must also be approved by USFWS and CDFW. While the nest is
occupied, activities outside the buffer can take place. No trees will be removed during project construction.
c. All active nest trees will be preserved on site, if feasible. Nest trees, including non- native trees, lost to covered activities will be mitigated by the project proponent according to the requirements below.
d. The loss of non -riparian Swainson' s hawk nest trees will be mitigated by the project proponent by:
i. If feasible on- site, planting 15 saplings for every tree lost with the objective of having at least 5 mature trees established for every tree lost according to the requirements listed below.

AND either

1. Pay the Implementing Entity an additional fee to purchase, plant, maintain, and monitor 15 saplings on the HCP/ NCCP Preserve System for every tree lost according to the
requirements listed below, OR

2. The project proponent will plant, maintain, and monitor 15 saplings for every tree lost at a site to be approved by the Implementing Entity ( e. g., within an HCP/ NCCP Preserve or existing open space linked to HCP/ NCCP preserves),
according to the requirements listed below.
a. The following requirements will be met for all planting options:
i. Tree survival shall be monitored at least annually
for 5 years, then every other year until year 12. All
trees lost during the first 5 years will be replaced.

Success will be reached at the end of 12 years if at
least 5 trees per tree lost survive without
supplemental irrigation or protection from
herbivory. Trees must also survive for at least three
years without irrigation.
ii. Irrigation and fencing to protect from deer and
other herbivores may be needed for the first several
years to ensure maximum tree survival.
iii. Native trees suitable for this site should be planted.

When site conditions permit, a variety of native
trees will be planted for each tree lost to provide
trees with different growth rates, maturation, and
life span, and to provide a variety of tree canopy
structures for Swainson' s hawk. This variety will
help to ensure that nest trees will be available in
the short term ( 5- 10 years for cottonwoods and
willows) and in the long term ( e. g., Valley oak,
sycamore). This will also minimize the temporal loss
of nest trees.
iv. Riparian woodland restoration conducted as a result of covered activities ( i. e., loss of riparian woodland) can be used to offset the nest tree planting
requirement above, if the nest trees are riparian
species.
v. Whenever feasible and when site conditions permit,
trees should be planted in clumps together or with
existing trees to provide larger areas of suitable
nesting habitat and to create a natural buffer
between nest trees and adjacent development ( if
plantings occur on the development site).

vi. Whenever feasible, plantings on the site should
occur closest to suitable foraging habitat outside
the UDA.
vii. Trees planted in the HCP/ NCCP preserves or other
approved offsite location will occur within the
known range of Swainson' s hawk in the inventory
area and as close as possible to high- quality
foraging habitat.

3. Golden Eagle
a. Prior to implementation of covered activities, a qualified biologist will conduct a preconstruction survey to
establish whether nests of golden eagles are occupied. If nests are occupied, minimization requirements and
construction monitoring will be required.
b. Covered activities will be prohibited within 0. 5 mile of active nests. Nests can be built and active at almost any time of the year, although mating and egg incubation
occurs late January through August, with peak activity in March through July. If site- specific conditions or the nature of the covered activity ( e. g., steep topography, dense vegetation, limited activities) indicate that a
smaller buffer could be appropriate or that a larger buffer should be implemented, the ECCC Habitat Conservancy
and the City will coordinate with CDFW/ USFWS to
determine the appropriate buffer size.
c. Construction monitoring will focus on ensuring that no covered activities occur within the buffer zone established around an active nest. Although no known golden eagle
nest sites occur within or near the ULL, covered activities inside and outside of the Preserve System have the
potential to disturb golden eagle nest sites. Construction monitoring will ensure that direct effects to golden eagles are minimized.
d. Conservation Measure 3. 10 Plant Salvage when Impacts are Unavoidable
e. If implementation of the project cannot feasibly avoid impacts on covered plants, the project applicant shall
notify the ECCC Habitat Conservancy of their construction schedule to allow the ECCC Habitat Conservancy the
option to salvage plant populations. See HCP pages 6- 48 to 6- 50.

D. HCP/ NCCP Conservation Measure 1. 11. Avoid Direct Impacts on Extremely Rare Plants, Fully Protected Wildlife Species, or Migratory Birds. The project applicant shall avoid all impacts on extremely rare plants and fully protected species listed in Table 6- 5 of the ECCC

HCP/ NCCP in accordance with ECCC HCP/ NCCP protocol. See ECCC HCP/ NCCP pages 6- 23 to 6- 25, and Table 6- 5.

E. HCP/ NCCP Conservation Measure 1. 10. Maintain Hydrologic Conditions and Minimize Erosion. The project applicant shall avoid or minimize direct and indirect impacts on local hydrological conditions and erosion by incorporating the applicable Provision C. 3 Amendments of the Contra Costa County Clean Water Program' s ( CCCCWP' s) amended NPDES Permit ( order no. R2- 2003- 0022; permit no. CAS002912). See ECCC HCP/ NCCP pages 6- 21 to 6- 22.

28. Prior to issuance of a grading permit or improvement plans the applicant shall comply with all Department of Toxic Substances Control ( DTSC) requirements as follows:
a. If buildings or other structures are to be demolished on any project sites included in the proposed project, surveys should be conducted for the presence of lead- based paints or products, mercury, asbestos containing materials, and polychlorinated biphenyl caulk. Removal, demolition, and disposal of any of the above- mentioned chemicals should be conducted in compliance with California environmental regulations and policies. In addition, sampling near current and/ or formers buildings should be conducted in accordance with DTSC Preliminary Endangerment Assessment ( PEA) Guidance Manual.
b. DTSC recommend that all imported soil and infill material should be tested to ensure any contaminants of concern are within DTSC' s and U. S. Environmental Protection Agency ( USEPA) Regional Screen Levels RSLs) for the intended land use. to minimize the possibility of introducing contaminated soil and fill materials there should be documentation of the origins of the soil or fill material and, if applicable, sampling be conducted to ensure that the imported soil or fill material and, if applicable, sampling be conducted to ensure that the imported soil and fill material meets screening levels outline in the PEA for the intended land use. The soil sampling should include analysis based on the source of the infill and knowledge of the prior land use. c. When agricultural crops and/ or and uses are rezoned for residential uses, a number of contaminants of concern can be present. The Lead Agency shall identify the amounts of Pesticides and Organchorine Pesticides ( OCPs) historically used on the property. If present, OCPs requiring further anyalysis are Dichlorodiphenyltrichloroethane ( DDT), toxaphene, and dieldrin. Additionally, any level of arsenic present would require further analysis and sampling and must meet Human Health Risk Assessment Note Number 3 approved thresholds outlined in the PEA Guidance Manual. If they do not, remedial action must take place to mitigate them below those thresholds. For boring and analyses recommendations under 50 acres, refer to the DTSC Interim Guidance for Sampling Agricultural Properties; otherwise contact DTSC for approval over 50 acres.

Additional chemicals of concern may be found in mixing/ loading/ storage area, drainage ditches, farmhouses, or any other outbuildings and should be sampled and analyzed. If smudge pots had been routinely utilized, additional sampling for Polycyclic Aromatic Hydrocarbons ( TPHs) and may be required.

S-1
2029\02\3613281.2

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Brentwood
150 City Park Way
Brentwood, California 94513
Attn: Housing Manager
(Space Above This Line for Recorder's Use Only)

Exempt from recording fee per Gov. Code §27383
Exempt from fee per GC27388 1(a) (2), recorded concurrently in connection with a transfer subject to the imposition of documentary transfer tax

AFFORDABLE HOUSING AGREEMENT
THIS AFFORDABLE HOUSING AGREEMENT (the "Agreement") is entered into as of __________________ (the "Effective Date"), by and between SHEA HOMES L.P., a limited partnership ("Developer") and THE CITY OF BRENTWOOD, a municipal corporation (the "City"). Developer and City agree as follows, with reference to the following facts:

RECITALS
A. Defined terms used but not defined in these recitals are as defined in Article 1 of this Agreement.

B. Developer owns that certain real property located in the vicinity east of Adams Lane, south of the Rock Church and Vineyard Academy (Subdivision 9649) and identified as the Orchard Grove North property, Assessor's Parcel Number 016- 040-004, as more particularly described in the attached Exhibit A ("Site").

C. On August 13, 2024 pursuant to Resolution No. 2024-90, the Brentwood City Council approved Developer’s application for a vesting tentative subdivision map, including a density bonus and associated waivers under the State Density Bonus Law (VTSM 9649) and the Brentwood City Council approved Developer’s application for a design review permit (DR 23-012) for thirty (30) market rate units and four (4) affordable duet units, and adopted the prepared Initial Study and Mitigated Negative Declaration (IS/MND) SCH#2024050112 for this project in accordance with the CEQA Guidelines, including its accompanying Mitigation Monitoring and Reporting Plan and Errata Sheet, through adoption of Resolution No. 2024-89 (collectively, the “Project Approvals”).

D. Developer will construct thirty-four (34) units, including thirty (30) single family detached homes and four (4) duets, ("Units") and appurtenant landscaping and onsite improvements on the Site (hereinafter referred to as the "Project"). As part of the Project and the Project Approvals, Developer has agreed to restrict the duets as

affordable Units, including two (2) Units to be affordable and sold to Moderate Income Households (the “Moderate Income Units”) and two (2) Units to be affordable and sold to Very Low Income Households (six percent (6%) (the “ Very Low Income Units”). The provision of six percent (6%) of the units for very low income households, meets the State’s Density Bonus Law threshold for a base density bonus (Government Code § 65915(f)(2)(B)(1)(b)). The applicant has not requested any concessions. The Moderate Income Units and Very Low Income Units will also be referred to as “Restricted Units.” The remaining thirty (30) Units shall be referred to as the "Non-Restricted Units."
E. City Council adopted Ordinance 1041 on July 26, 2022 (Brentwood Municipal Code Chapter 17.725) (the “Ordinance”). The Ordinance and any implementing regulations are collectively the "City Inclusionary Housing Requirements." The Ordinance codifies the requirement that developers of residential developments of twenty-seven to thirty-four lots or dwelling units shall contain one low income unit, two moderate income units and one very low income unit to fulfill an affordable housing obligation of thirteen percent (13%) of the total number of dwelling units (the “Thirteen Percent Affordability Requirement”). To satisfy this requirement, Developer will provide two (2) Moderate Income Units and two (2) Very Low Income Units.

F. Pursuant to Government Code § Section 65915-65918 (collectively “Density Bonus Law”), a project that restricts 6% of the units to Very Low Income Households meets the State’s Density Bonus Law threshold for a base density bonus. The Project site is subject to a maximum density of 3.0 units per acre per the zoning requirements, and General Plan land use designation with a density range of 1.1-3.0 units per gross acre. The 9.6 acre Project proposes to include 30 market rate units, 2 units affordable to very low income household, and 2 units affordable to moderate income households. The City Council reviewed the project’s eligibility for the request waivers and finds that the Project qualifies for such waivers, and thus applied for and received the following development incentive as part of the project:

1. A 17.2% increase in density (3.54 units per acre).

2. Fifteen waivers including: (i) waive the General Plan Density Transition Policy (LU-2a) requirements for lots on the northern and eastern edge of the site to instead range from 3,867 sq. ft. for the duet lots and between 10,429 sq. ft. to 13,389 sq. ft. for the detached single family lots (ii) waive R-1- Zoning Standard a reduction in minimum lot size for the Non-Restricted Units to 8,000 square feet; (iii) a reduction in minimum lot size for Restricted Units to 3,750 square feet; (iv) minimum lot width for the market rate units reduced from 100 ft. wide to 80 ft. wide as measured at the rear lot line (v) minimum lot dimensions for duet units shall be reduced from 100 ft. wide to 40 ft. wide as measured at the rear lot line (vi) minimum

front yard setbacks include an allowance to decrease the front setback to 15 ft. to living space, yet maintain the existing 20 ft. to the garage (vii) minimum side yard setback reduced from 10 ft. minimum to 7 ft. minimum and reduced from 25 ft. in aggregate to 20 ft. in aggregate (viii) side yard setbacks shall include a provision for a zero setback on the lot line defining the common wall between duets (ix) minimum rear yard setback shall be reduced from 30 ft. to 15 ft. (x) waive the Objective Design Standards minimum setback shall be 15 ft. (xi) allow eight lots to have entry doors not facing the street (xii) allow the duet units to have front doors both facing the same street (xiii) allow some architectural styles a reduction in the required glazing square footage (xiv) allow some areas of the home a reduction in glazing due to location (xv) allow Spanish elevations a reduction in the 20% requirement of a secondary material.

G. A Restricted Unit may satisfy the requirements of the Density Bonus Law, the City Inclusionary Housing Requirements, and the Project Approvals so long as it meets the most restrictive requirement of each of the programs it satisfies.

H. The Ordinance requires the City to ensure the continued affordability of the Restricted Units for forty-five (45) years. To ensure the Restricted Units’ continued affordability and to comply with Density Bonus Law, the Ordinance, and the Project Approval, this Agreement shall be executed and recorded against the Site prior to the recordation of any parcel map or final subdivision map or issuance of building permits for the Project, whichever occurs first.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, Developer and the City hereby agree as follows:

ARTICLE 1.

SALE OF RESTRICTED UNITS

1.1 Defined Terms. The following terms shall have the meanings set forth in this Section 1.1:

A. "Affordable Housing Cost" shall mean the maximum purchase price that will be affordable to a Very Low-Income Household or a Moderate-Income Household, based on a reasonable down payment and monthly housing payments, including property taxes, homeowner's insurance, homeowner's association dues, if any, mortgage loan principal and interest, mortgage insurance, and a reasonable allowance for utilities (as provided by the City) which are equal to or less than:
(i) thirty percent (30%) fifty percent (50%) of Median Income adjusted for household size based on the number of bedrooms in the unit for Very Low-Income Households; and

(ii) thirty-five percent (35%) of one hundred ten percent (110%) of Median Income adjusted for household size based on the number of bedrooms in the unit for Moderate-Income Households.
(iii) The Affordable Housing Cost is determined by the City in accordance with the procedure set forth in Exhibit E.

B. “Actual Household Size” shall mean the actual number of persons in the applicable household.

C. “Assumed Household Size” shall mean the number of persons assumed to occupy a Unit based on the number of bedrooms, which is used for the purposes of calculating Affordable Housing Cost. The assumption is the number of persons in a household equals the number of bedrooms plus one.

D. "Eligible Household" shall mean and include a person or household (i) meeting the definition of "Very Low Income Household" or "Moderate Income Household” under this Section 1.1; (ii) meeting the definition of a First Time Homebuyer; and (iii) who otherwise meets standard criteria for determining eligibility for occupancy, which may include an evaluation of the applicant’s ability to pay mortgage, employment status, and credit history.

E. “First Time Homebuyer” shall mean and include a person or household, no member of which has had any of the following interests in real property in his or her primary residence in the three years preceding the date of purchase of the Unit: fee simple, joint tenancy, tenancy in common, life estate, shareholder in a cooperative, or interest held in trust that would continue on to ownership if held.

F. "Homebuyer/City Deed of Trust" shall mean the deed of trust, in the form provided by the City, executed by each buyer of a Restricted Unit at the time of purchase of the Restricted Unit, securing the buyer's performance under the Limitation Agreement (Exhibit C).

G. "Household Income" shall mean the combined adjusted gross income for all adult persons living in a unit, as calculated using the guidelines provided in Exhibit D.

H. “Limitation Agreement” shall mean a Resale and Refinance Limitation Agreement and Option to Purchase in the form provided by the City, to be executed by each buyer of a Restricted Unit and recorded against the Restricted Unit at the time of purchase by the buyer.

I. "Very Low Income Household" shall mean a person or household whose Household Income does not exceed 50% (which percentage shall be adjusted as provided in Title 25, Section 6932 of California Code of Regulations) of the Median Income (as defined below).

J. “Moderate Income Household” shall mean a person or household whose Household Income does not exceed 120% (which percentage shall be adjusted as provided in Title 25, Section 6932 of California Code of Regulations) of the Median Income (as defined below).

K. "Median Income" is the area-wide median gross yearly income in Contra Costa County, adjusted for household size, as published from time to time in Title 25 of the California Code of Regulations, Section 6932 (or its successor provision) by the State of California Department of Housing and Community Development (“HCD”). If such income determinations are no longer published, or not updated for a period of at least 18 months, the City shall provide Developer with other income determinations which are reasonably similar with respect to methods of calculation to those previously published by HCD.

L. “Term” means 45 years from the Effective Date.

1.2 Affordability Requirements and Restrictions.

A. In order to satisfy Developer's affordable housing requirements for the Project and Project Approvals, the Developer shall construct, or cause to be constructed four (4) Restricted Units in the Development, including one (2) Very Low Income Unit and two (2) Moderate Income Units.

B. All Restricted Units within the Project must be comparable to the NonRestricted Units in exterior design, quality, materials, architectural elements and overall construction quality, as well as number and proportion of bedroom types all as shown in the DR 20-003 duet architecture sheets. However, in comparison to the Non-Restricted Units, the Restricted Units will include reduced front and side yard landscaping and will be duet-style products, as approved by the City in Resolution No. 2024-90. Restricted Units shall otherwise be comparable to the Non-Restricted Units. In addition, all Restricted Units shall include the same or similar interior amenities offered for Non-Restricted Units within Project.

C. Consistent with VTSM 9649 Condition of Approval #8, the Restricted Units shall be constructed in the location and in accordance with the schedule of construction set forth in Exhibit B which reflects the Master Plotting Plan referenced in DR 23-012 Condition of Approval #6. All Restricted Units in the Project shall be constructed prior to or concurrently with Non-Restricted Units, as set forth, and in the location specified, in a schedule of construction approved by the City and set forth in this Agreement. The building permits for the last ten percent of the Non-Restricted Units shall not be issued until the last Restricted Unit has been issued a building permit and construction of the last Restricted Unit has begun.

D. Developer shall make a written designation to City, at the time the final subdivision map for the Site is recorded, of those Units that shall be Restricted Units, which designation shall be consistent with the terms of this Agreement, including without limitation Exhibit B. The total number of Restricted Units being offered for sale shall be as required by Section 1.2.A. above. During the Term of this Agreement, the Restricted Units shall be subject to all of the requirements of this Agreement, including without limitation the following additional restrictions and requirements:

1. The Very Low Income Units shall only be sold to and be occupied by Very Low Income Households at a price that does not exceed the Affordable Housing Cost for Very Low Income Households. The Moderate Income Units shall only be sold to and be occupied

by Moderate Income Households, as applicable, at a price that does not exceed the Affordable Housing Cost for Moderate Income Households. Pursuant to Brentwood Municipal Code Section

17.725.010, if the sales price for a Restricted Unit exceeds the Affordable Housing Cost, this will be an Event of Default and the Developer will be charged a five hundred dollar ($500) fine per month from the date of non-compliance until the Restricted Unit is in compliance with this Agreement.

2. The Restricted Units shall only be sold to Eligible Households approved by City in accordance with this Agreement, the Density Bonus Law, and the City Inclusionary Housing Requirements. Developer shall work with City to obtain names of Eligible Households certified and/or maintained by City in accordance with City's Affordable Housing Program. In the event City no longer certifies or maintains a list of Eligible Households, at least thirty (30) calendar days prior to any proposed sale or other transfer of any Restricted Unit during the Term, Developer shall submit to City: (a) a copy of the written agreement of purchase and sale; (b) the prospective purchaser's/transferee's income certification, evidence of the purchaser's/transferee's status as an Eligible Household, a list of all assets owned by the prospective purchaser/transferee and any information reasonably necessary to enable City to determine compliance with the terms of this Agreement, in a form reasonably approved by the City; and (c) the income certification to be provided to any lender making a loan on the Restricted Unit. The City may require documentation reasonably evidencing and supporting the income and other financial information contained in the certifications, including the prospective purchaser's/transferee's income most recent income tax return. Within thirty (30) calendar days from receipt of the documentation, City shall render a decision of eligibility or noneligibility. If the prospective purchaser/transferee qualifies as an Eligible Household, the purchase price of the Restricted Unit is within the definition of Affordable Housing Cost and the sale or transfer complies with this Agreement, the Density Bonus Law, and the City Inclusionary Housing Requirements, the City shall so certify in writing within such thirty (30) calendar days, and upon request shall execute a certificate, in recordable form, confirming that the proposed transaction complies with the requirements of this Article 1. If the prospective purchaser/transferee does not qualify as an Eligible Household, the purchase price of the Restricted Unit is not within the definition of Affordable Housing Cost or the sale or transfer does not comply with this Agreement, the Density Bonus Law, and the City Inclusionary Housing Requirements, the City shall so notify the Developer in writing, within such thirty (30) calendar days, stating the basis for its determination in reasonable detail and the Developer shall not sell the Restricted Unit to such nonEligible Household.

3. THERE SHALL BE NO SALE OR OTHER TRANSFER OF THE

RESTRICTED UNIT WITHOUT THE WRITTEN CERTIFICATION BY CITY THAT THE

PURCHASER / TRANSFEREE IS AN ELIGIBLE HOUSEHOLD, THE PURCHASE PRICE OF

THE RESTRICTED UNIT IS WITHIN THE DEFINITION OF AFFORDABLE HOUSING

COST AND THE SALE OR TRANSFER COMPLIES WITH THIS AGREEMENT, THE DENSITY BONUS LAW, AND THE CITY'S INCLUSIONARY HOUSING REQUIREMENTS.

ANY SALE OR OTHER TRANSFER OF THE RESTRICTED UNIT IN VIOLATION OF THIS AGREEMENT SHALL BE AN EVENT OF DEFAULT.

4. EACH PURCHASER OF AN OWNER-OCCUPIED

RESTRICTED UNIT FROM DEVELOPER SHALL ENTER INTO AND RECORD AT THE

CLOSE OF ESCROW A REFINANCE AND RESALE LIMITATION AGREEMENT AND OPTION TO PURCHASE ("LIMITATION AGREEMENT"), IN A FORM SIMILAR TO

EXHIBIT C, ATTACHED HERETO, SUPPLIED BY AND APPROVED BY CITY, AND FOR THE BENEFIT OF CITY. UPON RECORDATION OF THE LIMITATION AGREEMENT:
(A) THIS AGREEMENT SHALL HAVE NO FURTHER FORCE OR EFFECT AS AN

ENCUMBRANCE AGAINST THE RESTRICTED UNIT ENCUMBERED BY THE LIMITATION AGREEMENT; AND (B) DEVELOPER SHALL HAVE NO FURTHER

OBLIGATIONS OR LIABILITIES WITH RESPECT TO THE RESTRICTED UNIT,

ENCUMBERED BY THE LIMITATION AGREEMENT, INCLUDING WITHOUT

LIMITATION ANY RESPONSIBILITY FOR COMPLIANCE BY THE BUYER OR ITS

SUCCESSORS WITH THE TERMS AND CONDITIONS OF THE LIMITATION

AGREEMENT SIGNED BY PURCHASER, PROVIDED THAT DEVELOPER HAS COMPLIED WITH THE TERMS OF THIS AGREEMENT.

E. Developer’s execution of this Agreement and compliance with the terms and conditions herein, shall be deemed full and final satisfaction of the requirements under the Density Bonus Law and the City Inclusionary Housing Requirements applicable to the Project.

ARTICLE 2.

ELIGIBLE HOUSEHOLDS, AFFORDABLE HOUSING COSTS, AND SALES

2.1 Eligible Household and Affordable Housing Costs.

A. At least ninety (90) days prior to the intended sale or transfer of a Restricted Unit to an Eligible Household, Developer shall provide City written notice that the Restricted Unit is available for sale to allow the City adequate time to select an Eligible Household from the City’s waitlist to purchase the Restricted Unit. The Developer shall not enter into a binding agreement with an Eligible Household for the purchase of the Restricted Unit unless the Eligible Household was selected by the City from the City’s waitlist or unless otherwise approved by the City.

Purchase contracts between Developer and Eligible Household shall include requirements that buyers execute documents for the benefit of the City described in Section 2.2 below.

B. The Restricted Units will be sold to an Eligible Household for no more than the Affordable Housing Costs for the Restricted Units, which is based on the calculation shown in Exhibit E attached hereto and incorporated herein. After the Developer provides the ninety (90) day notice of intent to sell or transfer of a Restricted Unit to an Eligible Household, the City will calculate and notify the Developer of the Affordable Housing Costs approved by Resolution by the City Council of the City of Brentwood. Developer acknowledges and agrees that Affordable Housing Costs are determined periodically by the City based on current income levels in Contra Costa County, changes to which are published annually by HCD, the number of bedrooms in the Unit, prevailing mortgage interest rates, and other housing cost factors required to be considered under the City Inclusionary Housing Requirements, all of which are subject to change from time to time. Developer agrees that Affordable Housing Costs are set by the City in its reasonable exercise of discretion in interpreting the requirements of the City Inclusionary Housing

Requirements. The Affordable Housing Cost for a Restricted Unit shall be the absolute maximum price that the Developer or any other person may charge for or receive as compensation for the Restricted Unit. The Developer or other seller may not charge or receive any additional amount for a Restricted Unit regardless of whether the additional amount is (a) for options, upgrades, or additional improvements to the Restricted Unit, (b) paid through escrow or outside of escrow, (c) paid prior to, after, or as part of the purchase escrow, or (d) paid in cash or in kind.

2.2 Homebuyer Documents and Security Instruments.

A. The Eligible Household and the City shall execute a Limitation Agreement.

The Limitation Agreement shall be recorded against the Restricted Unit at close of escrow for the sale to the Eligible Household. The Limitation Agreement shall be recorded in a senior lien position to the deed of trust securing the Eligible Household's first mortgage loan, unless otherwise approved in writing by the City.

B. The Eligible Household shall sign a Homebuyer/City Deed of Trust to secure performance of the Eligible Household's covenants under the Limitation Agreement if the Eligible Household fails to comply with the terms of the Limitation Agreement. The Homebuyer/City Deed of Trust shall be recorded against the Restricted Unit, subordinate only to the Limitation Agreement (which shall be in first lien position unless otherwise approved by the City) and the lien for the first mortgage loan obtained by the homebuyer to finance the purchase of the Restricted Unit. The Homebuyer/City Deed of Trust may also be subordinate to a second mortgage loan if such loan is provided by a public agency which requires such subordination or if such loan is provided by the same lender of the first mortgage loan and the City has approved, in its sole discretion, the terms of such second mortgage loan.

2.3 City Approval of Documents. The following documents shall be used in connection with the development and sale of the Restricted Units and shall be approved by the City prior to the issuance of first building permit for the Restricted Units.

A. A schedule of then applicable Affordable Housing Costs for the Restricted Units, subject to adjustment to reflect published changes in Contra Costa County income levels and changes in other housing costs (to be prepared by the City, following Developer's request).

B. Form of Purchase and Sale Agreements and Escrow Instructions for the sale of the Restricted Units (to be prepared by Developer and submitted to the City).

C. Form of Limitation Agreement, Homebuyer/City Deed of Trust, City Request for Notice of Default, and Homebuyer Disclosure Statement (to be prepared by the City).

D. The preliminary Department of Real Estate public report for the Development, including the Restricted Units, if any (to be obtained by the Developer and submitted to the City).

2.4 Compliance Reports, Inspections, Monitoring.

A. Within five (5) days following the sale of any Restricted Unit by the Developer to a homebuyer, Developer shall forward to the City copies of the buyer's and seller's settlement statement and all closing documents, including Limitation Agreement, Homebuyer/City Deed of Trust, and Homebuyer Disclosure executed in connection with the sale. The Developer shall retain all records related to compliance with obligations under this Agreement, the City Inclusionary Housing Requirements, and the Density Bonus Law for a period not less than two (2) years from the date of sale of all units in the Development, and make them available to City employees or others designated by the City for inspection and copying on five (5) business days' written notice.

2.5 Release of Property from Agreement.

A. The covenants and conditions herein contained shall apply to and bind, during their respective periods of fee ownership, Developer and its heirs, executors, administrators, successors, transferees, and assignees having or acquiring any right, title or interest in or to any part of the Site and shall run with and burden such portions of the Site until this Agreement is terminated. Until the Site, or a portion of the Site, is released from the burdens of this Agreement, the owners of fee title to the Site shall expressly make the conditions and covenants contained in this Agreement a part of any deed or other instrument conveying any interest in such property.

B. This Agreement shall be released from title of the Non-Restricted Units upon (i) issuance by the City of certificates of occupancy for all Restricted Units; and (ii) all six (6) Restricted Units have been sold to Eligible Households and Limitation Agreements and Homebuyer/City Deeds of Trust are recorded on title.

C. As Restricted Units are sold to Eligible Households in compliance with this Agreement, and Limitation Agreements and Homebuyer/City Deeds of Trust are recorded against the Restricted Units, the Restricted Units sold to Eligible Households shall be released from the burdens of this Agreement. The form of release for the Non-Restricted Units and the Restricted Units is attached as Exhibit F, incorporated herein by this reference, and may be signed by the City Manager or the City Manager’s designee.

ARTICLE 3.

MAINTENANCE AND MANAGEMENT

3.1 Maintenance and Management. During the Term of this Agreement, Developer agrees to maintain the improvements and landscaping including backyard and side yards on the Restricted Units in a clean and orderly condition and in good condition and repair and to keep the Restricted Units free from accumulation of debris and waste materials.

3.2 Effect of Article 3. This Article 3 shall terminate and be of no further force and effect upon the first to occur of: (a) the last day of the Term; or (b) the closing of the sale by Developer of, and/or the transfer of title to, the last Restricted Unit pursuant to Article 1 above.

ARTICLE 4.

GENERAL PROVISIONS

4.1 Conditions of Approval. This Agreement shall not supersede any conditions of approval for the Development pursuant to the Density Bonus Law or City Inclusionary Housing Requirements, but is intended to be consistent with the Density Bonus Law and City Inclusionary Housing Requirements. In the event of any conflict between this Agreement and the Density Bonus Law and/or City Inclusionary Housing Requirements, the Density Bonus Law and/or City Inclusionary Housing Requirements shall prevail.

4.2 Notices. Notices required to be given to City or to Developer shall be given by hand delivery, recognized overnight courier (such as UPS, DHL or FedEx) or certified mail, return receipt requested, to the following addresses, or to such other address(es) as a party may designate from time to time by written notice to the other:

To City:

City of Brentwood
Housing Division
150 City Park Way
Brentwood, CA 94513
To Developer:

Shea Homes Limited Partnership
4309 Hacienda Drive, Suite 180
Pleasanton, CA 94588
Attn: David Best

4.3 Duration. The covenants set forth herein on the Restricted Units shall be covenants running with the land and shall inure to the benefit of the City and its successors and assigns, and subject to any shorter time limitations specifically set forth herein, shall be enforceable by the City and its successors and assigns, for the Term. The parties agree that for the Term, all future deeds or transfers of interest shall show or reference the applicable restrictions of this Agreement. Upon recordation of a Limitation Agreement, this Agreement shall have no further force or effect as an encumbrance against the Restricted Unit to which such Limitation Agreement pertains, and Developer shall have no further obligations or liabilities with respect to such Restricted Unit, including without limitation any responsibility for compliance by the buyer or its successors with the terms and conditions of the Limitation Agreement, provided that Developer has complied with the terms of this Agreement.

4.4 No Discrimination. Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial status, source of income, disability, veteran or military status, or genetic information in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Restricted Units, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of the Restricted Units.

4.5 Amendment. This Agreement may be amended only in writing by City and Developer.

4.6 No Impairment of Lien. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Agreement shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument; provided, however, that any successor of Developer to the Site shall be bound by such covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise.

4.7 Successors and Assigns.

A. Binding Effect; Covenants Run with Land. The covenants contained in this Agreement shall inure to the benefit of the City and its successors and assigns and shall be binding upon Developer and any successor in interest as owner of fee title to the Site, or any part thereof.

Upon the transfer by Developer of all its interest in the Site, all references in this Agreement to Developer thereafter shall mean and refer to such successor in interest of Developer as may then be the owner of the Site. Except as set forth in Section 4.9, if Developer transfers the Site to more than one successor in interest, all successors in interest shall be collectively required to comply with the provisions of this Agreement and shall be jointly and severally liable for any breach or failure to comply, unless each successor and City enter into an agreement outlining the specific obligations of each successor for compliance with this Agreement. The covenants shall run in favor of City and its successors and assigns for the entire period during which such covenants shall be in force and effect. City, and its successors and assigns, in the event of any breach of any such covenants, 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.

B. Transfer by Developer of Site. Except as expressly permitted by this Section 4.7.B, Developer shall not sell, transfer, convey, assign or ground lease the Site or any part thereof or interest therein (a "Transfer") during the period between the date of recordation of this Agreement and the closing date for the sale or transfer of the last Restricted Unit to be sold or transferred pursuant to Article 1 above without prior written approval of the City. The City's approval shall not be unreasonably withheld or delayed. This restriction shall not apply to (i) any Transfer of a Unit to an individual homebuyer or City, (ii) any Transfer of Developer's interest in the Site to any trust, partnership, corporation, limited liability company or other entity that is managed and controlled by Developer whether through any trust, partnership, corporation, limited liability company or other entity, or (iii) any Transfer after the closing date for the last Restricted Unit sold pursuant to Article 1 above. This restriction on Transfer shall not be deemed to limit or restrict the making of dedications or granting of easements or permits to facilitate the development of the Site, or to limit or restrict the sale of any individual Units. This restriction on Transfer shall also not be deemed to prohibit, limit, or restrict the assignment or granting of any security interests in the Site for the purpose of securing loans or funds to be used for financing the construction of the improvements on the Site, or the exercise by any lenders of their rights and remedies, including without limitation foreclosure, under the agreements and instruments evidencing or securing any such financing.

4.8 No Third-Party Beneficiaries. Notwithstanding anything in this Agreement to the contrary, there are no third-party beneficiaries of this Agreement.

4.9 Effect of Agreement. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall have any force or effect on any buyer of a single Unit or its right, title, or interest in or to such Unit, except that buyers of Restricted Units shall execute and be subject to the Limitation Agreement attached hereto as Exhibit C. The foregoing exemption and release shall be self-executing and require no further instruments or assurances to be effective.

4.10 Event of Default and Remedies.

A. Any failure by Developer to perform any term or provision of this Agreement shall constitute an "Event of Default" (1) if Developer does not cure such failure within thirty (30) days following written notice of default from City, or (2) if such failure is not of a nature which cannot reasonably be cured within such thirty (30) day period, Developer does not within such thirty (30) day period commence substantial efforts to cure such failure or thereafter does not within a reasonable time prosecute to completion with diligence and continuity the curing of such failure.

B. Any notice of default given hereunder shall specify in detail the nature of the failure in performance alleged by City and the manner in which such failure of performance may be satisfactorily cured in accordance with the terms and conditions of this Agreement. During the time periods herein specified for cure of a failure to perform, Developer shall not be considered to be in default of this Agreement for any purposes.

C. Any failure or delay by City in asserting any of its rights or remedies as to any Event of Default shall not operate as a waiver of any Event of Default or of any such rights or remedies or deprive City of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.

D. In the event of an Event of Default under this Agreement, 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 remedy proceedings to cure, correct or remedy such Event of Default, including but not limited to:

1. withholding, conditioning, suspending, or revoking any permit, license, subdivision approval or map, or other entitlement for the Project, including without limitation final inspections for occupancy and/or certificates of occupancy;

2. instituting against the Developer, or other parties, a civil action for declaratory relief, injunction or any other equitable relief, or relief at law, including without limitation an action to rescind a transaction and/or to require repayment of any funds received in connection with such a violation;

3. where one or more persons have received financial benefit as a result of violation of this Agreement or of any requirement imposed under this Agreement, City Inclusionary Housing Requirements, or Density Bonus Law, the City may assess, and institute legal action to recover as necessary, a penalty in any amount up to and including the amount of financial benefit received, in addition to recovery of the benefit received; or

4. any other means authorized under the City’s Municipal Code.

4.11 Hold Harmless. Developer agrees to indemnify and hold harmless (without limit as to amount) the City and its elected officials, officers, employees and agents in their official capacities (hereinafter collectively referred to as "Indemnitees"), and any of them, from and against all loss, all risk of loss and all damage (including expense) sustained or incurred because of or by reason of any and all claims, demands, suits, actions, judgments, and executions for damages of any and every kind and by whomever and whenever made or obtained, allegedly caused by, arising out of, or relating in any manner to the Project, the Restricted Units, or Developer's performance or non-performance under this Agreement, and shall protect and defend Indemnitees, and any of them with respect thereto, except to the extent arising from the gross negligence or willful misconduct of the City. The provisions of this section shall survive expiration or other termination of this Agreement or any release of part or all of the Site from the burdens of this Agreement, and the provisions of this section shall remain in full force and effect.

4.12 Insurance Requirements. Until the sale of the Restricted Units to Eligible Households in compliance with this Agreement, the Developer and its successors and assigns acquiring title to the Site (excluding homebuyers of the Non-Restricted Units) shall obtain, at their expense, comprehensive general liability insurance for development of the Restricted Units, naming Indemnitees as additional named insureds with aggregate limits of not less than Five Million Dollars ($5,000,000), for bodily injury and death and property damage, including coverages for contractual liability and products and completed operations, purchased by Developer or its successors or assigns from an insurance company duly licensed to engage in the business of issuing such insurance in the State, with a current Best's Key Rating acceptable to the City; such insurance to be evidenced by an endorsement which so provides and delivered to the City prior to the issuance of any building permit for the Restricted Unit.

4.13 California Law. This Agreement shall be construed in accordance with and be governed by the laws of the State of California.

4.14 Severability. Should any provision of this Agreement be found invalid or unenforceable by a court or other body of competent jurisdiction, said invalidity, unenforceability or ineffectiveness shall not affect the validity of the remaining provisions which shall remain in force to the maximum extent possible.

4.15 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4.16 Exhibits. The following exhibits are attached to this Agreement and incorporated into this Agreement by this reference:

Exhibit A Legal Description
Exhibit B Schedule of Construction and Location of Units Exhibit C Limitation Agreement
Exhibit D Household Income

Exhibit E Affordable Housing Cost
Exhibit F Form of Release
IN WITNESS WHEREOF, City and Developer have caused this instrument to be executed on their behalf by their respective officers thereunto duly authorized.

CITY:

THE CITY OF BRENTWOOD
By:

Name: G. Harold Duffey
Its: City Manager
Date:__________________________
ATTEST:

By:

Name: Amanda McVey
Its: City Clerk
APPROVED AS TO FORM:

By:

Name: Thomas Lloyd Smith
Its: Interim City Attorney
DEVELOPER:

Shea Homes Limited Partnership, a
California Limited Partnership:

By:

Name:

Its:

Date:_________________________
By:

Name:

Its:

Date:_________________________

SIGNATURES MUST BE NOTARIZED

A-1
2029\02\3613281.2

EXHIBIT A
Legal Description

B-1
2029\02\3613281.2

EXHIBIT B
Schedule of Construction
and Location of Restricted Units

Error! Unknown document property name.

EXHIBIT C

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Brentwood
150 City Park Way
Brentwood, California 94513
Attn: Housing Division
(Space Above This Line for Recorder's Use Only)
[Exempt from recording fee per Gov. Code § 27383]

REFINANCE AND RESALE LIMITATION AGREEMENT

AND OPTION TO PURCHASE
For valuable consideration, the receipt of which is hereby acknowledged, _______________________ (individually or collectively, "Owner"), and THE CITY OF BRENTWOOD (collectively defined herein as "City") agree as follows, with reference to the following facts:

RECITALS
A. Owner owns that certain real property located at _________________, Brentwood, California and more particularly described in Attachment 1 attached hereto and incorporated herein. The real property, which includes the land, the residence and all other improvements thereon, and all membership and other rights appurtenant thereto, is referred to in this Agreement as the "Restricted Unit." The Restricted Unit is part of a _____-unit residential community referred to herein as the "Project." B. City has acted to enforce the inclusionary housing requirements set forth in Chapter

17.725 of the Brentwood Municipal Code and any implementing regulations ("City Inclusionary Housing Requirements") by establishing an affordable housing program for the City of Brentwood. As part of the affordable housing program, City has procured assurances that the Restricted Unit will be sold, owned and occupied only by members of an Eligible Household (as defined below), and will be sold only for a price that does not exceed the Affordable Housing Cost (as defined below).

C. Owner has received the benefit of these assurances in purchasing the Restricted Unit, and is providing the same assurances for the benefit of the City by entering into this Agreement. Owner and City therefore agree that the Restricted Unit shall be subject to the terms, conditions and restrictions, and the rights of City, as specified in this Agreement.

NOW, THEREFORE, in this factual context, for good and valuable consideration, Owner and City agree as follows:

Error! Unknown document property name. 2

1. Principal Residence. Owner shall occupy the Restricted Unit as his or her principal and legal residence. Upon request by the City, the Owner shall submit an affidavit to the City certifying that the Restricted Unit is the Owner's principal and legal residence.

2. Documentation. Concurrently with execution of this Agreement, Owner shall execute a Disclosure Statement in the form of Attachment 2, attached hereto, and shall execute an acknowledge a Deed of Trust securing its obligations under this Agreement in the form of Attachment 3, attached hereto. The Deed of Trust shall be recorded in the Official Records of Contra Costa County. City may execute and record a Request for Notice of Default in the form attached hereto as Attachment 4.

3. Debt and Refinance Limitations. Without the City's prior written consent, Owner shall not obtain or refinance any loan in connection with the Restricted Unit (a "Loan") that causes Owner's indebtedness (i.e. the total amount borrowed by Owner) in connection with the Restricted Unit to exceed the Affordable Housing Cost (as defined in Section 5(a) below).

4. Submission of Loan or Refinance Information to City. Not less than forty-five (45) days prior to obtaining or refinancing a Loan that requires City's approval, Owner shall submit to City a copy of the proposed loan's terms together with any and all other information reasonably requested by City, including without limitation a copy of the loan application and Good Faith Estimate. Within fifteen (15) business days from receipt of the information, City shall render a decision. If City does not approve the Loan, City shall so notify Owner in writing within such fifteen (15) business days, stating the basis for its determination in reasonable detail.

5. Resale Limitations. Except as otherwise provided in this Agreement during the Term (as defined in section 18 below), the Restricted Unit shall only be sold to an Eligible Household approved by City in accordance with the terms of the Agreement, the City Inclusionary Housing Requirements and the City's Affordable Housing Program for an amount that does not exceed the Affordable Housing Cost. As used in this Agreement:
a. "Affordable Housing Cost" shall be as defined in Health and Safety Code Section 50052.5 or any successor statute thereto. If the statute is no longer in effect and no successor statute is enacted, the City shall establish the Affordable Housing Cost for purposes of this Agreement. For purposes of determining the Affordable Housing Cost: (i) the purchase price for a 2 bedroom Restricted Unit shall be established using the assumption that the Eligible Household purchasing the Unit is comprised of three persons; (ii) the purchase price for a 3 bedroom Restricted Unit shall be established using the assumption that the Eligible Household purchasing the Unit is comprised of four persons; and (iii) the purchase price for a 4 bedroom Restricted Unit shall be established using the assumption that the Eligible Household purchasing the Unit is comprised of five persons. b. "Eligible Household" shall mean and include a person or household (i) whose annual gross income does not exceed 50% (Very Low Income) / 110% (Moderate Income) of the Median Income, as defined below (which percentage shall be adjusted as provided in Title 25, Section 6932 of California

Error! Unknown document property name. 3
Code of Regulations); and (ii) who meets the definition of a First Time Homebuyer.
c. "First Time Homebuyer" shall mean and include a person or household, no member of which has had any of the following interests in real property in his or her primary residence in the three years preceding the date of purchase of the Unit: fee simple, joint tenancy, tenancy in common, life estate, shareholder in a cooperative or interest held in trust that would continue on to ownership if held. d. "Median Income" shall mean the area-wide median gross yearly income in Contra Costa County, adjusted for household size, as established from time to time by the U.S. Department of Housing and Urban Development ("HUD"), or, by the California Department of Housing and Community Development ("HCD") if HUD ceases to establish such income standards. In the event that neither HUD nor HCD are establishing such income standards, the City shall provide Owner with income standards which are determined in a manner reasonably similar to the methods of calculation previously used by HUD or HCD.

6. Submission of Resale Information to City. Not less than forty-five (45) days prior to any proposed sale or other transfer of the Restricted Unit during the Term, Owner shall submit to City: (a) a Notice of Intent to Transfer in the form attached hereto as Attachment 5, (b) a copy of the written agreement of purchase and sale, (c) the prospective purchaser's/transferee's income certification, evidence of the purchaser's/transferee's status as an Eligible Household, a list of all assets owned by the prospective purchaser/transferee and any information reasonably necessary to enable City to determine compliance with the terms of this Agreement, in a form reasonably approved by the City, and (d) the income certification to be provided to any lender making a loan on the Restricted Unit. City may require documentation reasonably evidencing and supporting the income and other financial information contained in the certifications, including the prospective purchaser's/transferee's income most recent income tax return. Within thirty (30) calendar days from receipt of the documentation, City shall render a decision of eligibility or noneligibility. If the prospective purchaser/transferee qualifies as an Eligible Household, the purchase price of the Restricted Unit is within the definition of Affordable Housing Cost and the sale or transfer complies with the City Inclusionary Housing Requirements, the City shall so certify in writing within such thirty (30) calendar days, and upon request shall execute a certificate, in recordable form, confirming that the proposed transaction complies with the requirements of this Agreement. If the prospective purchaser/transferee does not qualify as an Eligible Household, the purchase price of the Restricted Unit is not within the definition of Affordable Housing Cost or the sale or transfer does not comply with the City Inclusionary Housing Requirements, the City shall so notify Owner in writing, within such thirty (30) calendar days, stating the basis for its determination in reasonable detail and Owner shall not sell the Restricted Unit to such non-Eligible Household.

7. Ineligible Transfers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,

THERE SHALL BE NO SALE OR OTHER TRANSFER OF THE RESTRICTED UNIT

WITHOUT THE WRITTEN CERTIFICATION BY THE CITY THAT THE

PURCHASER / TRANSFEREE IS AN ELIGIBLE HOUSEHOLD, THE PURCHASE

Error! Unknown document property name. 4

PRICE OF THE RESTRICTED UNIT IS WITHIN THE DEFINITION OF

AFFORDABLE HOUSING COST AND THE SALE OR TRANSFER COMPLIES WITH THE CITY INCLUSIONARY HOUSING REQUIREMENTS. ANY SALE OR

OTHER TRANSFER OF THE RESTRICTED UNIT IN VIOLATION OF THIS AGREEMENT SHALL BE VOID.

8. Permissible Transfers. The following transfers of title to a Restricted Unit or any interest therein are not subject to the City's prior written approval so long as the transferree's household (i.e., the persons or persons acquiring ownership of the Restricted Unit) qualifies as an Eligible Household and occupies the Restricted Unit in compliance with the terms of this Agreement: (a) transfer by gift, devise or inheritance to the spouse, issue or adopted child of the Owner; (b) transfer resulting from death of an Owner when the transfer is to a co-Owner or joint tenant; (c) transfer by an Owner to any person who becomes a co-Owner of the Restricted Unit provided (i) the Owner retains at least a 33% interest in the Restricted Unit, (ii) the co-Owner and Owner together qualify as an Eligible Household, and (iii) co-owner agrees to be bound by this Agreement by signing a copy of this Agreement and delivering it to the City; (d) transfer of title to a spouse resulting from divorce; (e) decree of dissolution or legal separation or from a property settlement agreement incidental to such a decree in which one of the Owners becomes the sole owner; (f) acquisition of title to the Restricted Unit or interest therein in conjunction with marriage; or (g) a transfer between co-Owners or a transfer by Owner into an inter vivos trust in which Owner is a beneficiary and Owner continues to occupy the Restricted Unit.

9. Effect of Sale. THE PURCHASER OF THE RESTRICTED UNIT FROM OWNER

SHALL ENTER INTO AND RECORD AT THE CLOSE OF ESCROW A NEW

REFINANCE AND RESALE LIMITATION AGREEMENT AND OPTION TO

PURCHASE, IN A FORM SIMILAR TO THIS AGREEMENT, SUPPLIED AND APPROVED BY THE CITY, AND FOR THE BENEFIT OF THE CITY. IF THE

PURCHASER FAILS TO EXECUTE A NEW AGREEMENT, PURCHASER WILL REMAIN SUBJECT TO THIS AGREEMENT. UPON THE CLOSING, AND

RECORDATION OF THE NEW REFINANCE AND RESALE LIMITATION

AGREEMENT AND OPTION TO PURCHASE, OWNER SHALL HAVE NO

FURTHER OBLIGATIONS OR LIABILITIES TO THE CITY WITH RESPECT TO

THE RESTRICTED UNIT, INCLUDING WITHOUT LIMITATION ANY

RESPONSIBILITY FOR COMPLIANCE BY THE PURCHASER OR ITS

SUCCESSORS WITH THE TERMS AND CONDITIONS OF THE NEW REFINANCE AND RESALE LIMITATION AGREEMENT AND OPTION TO PURCHASE.

10. City's Option to Purchase.
a. Option Notice. If Owner cannot in good faith, and despite using best commercially reasonable efforts, locate an Eligible Household to purchase the Restricted Unit at an Affordable Housing Cost, Owner shall have the right, but not the obligation, to give the City written notice of such circumstances (the "Option Notice"). However, the Owner shall not sell the Restricted Unit for a price that exceeds the Affordable Housing Cost or to a non-Eligible Household

Error! Unknown document property name. 5
without first giving the City an Option Notice so that the City has the opportunity to exercise the option granted by this Section 10.
b. Option. In the event Owner gives City an Option Notice or Owner is in default under Section 16 below, the City may purchase the Restricted Unit at a price equal to the lesser of (i) the fair market value of the Restricted Unit (as determined by agreement of the parties or in the absence of an agreement, by an appraisal acceptable to the City), or (ii) the Affordable Housing Cost, using the maximum housing cost for the Eligible Household, as adjusted for the applicable unit size as defined in Health and Safety Code Section 50052 or any successor thereto.

This option shall be exercised by the City giving the Owner notice, no later than forty-five (45) days following City's receipt of the Option Notice or Owner's Default, of the City's intent to purchase the Restricted Unit (the "Exercise Notice"). The City may designate another governmental entity, a nonprofit organization or an Eligible Household to purchase the Restricted Unit. If City or its designee does not exercise the option to purchase the Restricted Unit, then the terms of Section 12 below shall apply.

11. Escrow. If the City exercises its rights under Section 10 above, the closing of the purchase and sale of the Restricted Unit to the City or its designee shall be effectuated in accordance with the following provisions:
a. Close of Escrow. Close of escrow shall occur no later than one hundred twenty (120) days following the receipt by Owner of the Exercise Notice. If escrow is required to close on a Saturday, Sunday or Holiday, it shall close on the next business day following the Saturday, Sunday or Holiday. b. Prorations and Costs. All title insurance premiums, transfer taxes and escrow fees shall be paid according to customary practice in Contra Costa County. c. Escrow Instructions. The parties shall execute all escrow instructions which the Escrow Holder reasonably requires within fifteen (15) days after the request thereof. All escrow instructions shall be consistent with the provisions of this Agreement.
d. Proceeds of Escrow; Removal of Exceptions to Title. Owner shall convey the Restricted Unit to City free and clear of all liens other than the lien for current, unpaid, non-delinquent taxes. All amounts deposited into escrow by City shall be applied first to the payment of liens recorded against the Restricted Unit in order of lien priority, and thereafter to the Owner's share of escrow fees and closing costs. The balance of the Option purchase price remaining after payment of liens and Owner's share of escrow fees and closing costs, if any, shall be paid to Owner upon the close of escrow.

12. Owner's Right to Sell Free of Restrictions. In the event City does not exercise the purchase option provided pursuant to Section 10, or City does exercise the option but fails to close the transaction as provided in Section 11 above for any reason other than a default by Owner, Owner shall have the right, for a period of 180 days after the date

Error! Unknown document property name. 6
City's option expired or City failed to close, as the case may be, to sell the Restricted Unit for a market sales price to any buyer, regardless of income, without any obligation on the part of the buyer to enter into and record a new Refinance and Resale Limitation Agreement and Option to Purchase at closing. In the event of such a sale, this Agreement shall have no force or effect as an encumbrance against the Restricted Unit on and after the closing date. If Owner or the buyer requests, the City shall provide a recordable quitclaim deed at closing in accordance with Section 18 below. If Owner does not close on the sale of the Restricted Unit within the 180 day-period provided herein, the requirements of this Agreement shall again apply to any proposed sale of the Restricted Unit, including without limitation, the City option rights.

13. Distribution of Proceeds in the Event of Foreclosure, Destruction or Condemnation. In the event that the Restricted Unit is (a) sold at a trustee's sale or judicial foreclosure, (b) destroyed and the insurance proceeds are distributed to Owner instead of being used to rebuild, or (c) condemned, then the proceeds of such sale, foreclosure, distribution or condemnation (the "Proceeds") shall be distributed as follows. First, all liens and encumbrances on the Restricted Unit shall be fully paid from the Proceeds (the "Lien Payment"). Second, Owner shall be paid that amount equal to the lesser of (i) the fair market value of the Restricted Unit (as determined by agreement of the parties or in the absence of an agreement, by an appraisal acceptable to the City), or (ii) the Affordable Housing Cost, using the maximum housing cost for the Eligible Household, as adjusted for the applicable unit size as defined in Health and Safety Code Section 50052 or any successor thereto, less the Lien Payment. Third, City shall receive the balance of the Proceeds, which amount shall be deposited in the City's Housing Trust Fund. This Section 13 is not applicable in the event that the lender(s) under the Senior Deed(s) of Trust (defined in Section 25 below) take title to the Restricted Unit upon foreclosure or by a deed in lieu of foreclosure of the Senior Deed(s) of Trust.

14. Transfer Fees. Upon the transfer of the Restricted Unit during the Term, Owner may be required to pay City a transfer fee in an amount to be determined by the City.

15. Other Covenants.
a. No Discrimination. Owner covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, age, marital status, disability, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Restricted Unit, nor shall the Owner itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees or vendees in the Restricted Unit.
b. Maintenance. During the duration of this Agreement, Owner shall keep the Restricted Unit in good condition, order and repair and shall not commit waste or permit impairment, demolition or deterioration of the Restricted Unit. City shall have the right to inspect the Restricted Unit, provided notice is given to the owner prior to any such inspection.

Error! Unknown document property name. 7
c. Taxes and Assessments. Owner shall pay at least ten days before delinquency, all taxes and assessments on the Restricted Unit.
d. No Liens. Owner shall keep the Restricted Property free from mechanic's and other liens.
e. Payment of all Liens. Owner shall pay all liens or mortgages against the Restricted Property prior to delinquency.

16. Defaults and Remedies.
a. Default. Failure or delay by Owner to perform any term, provision or covenant of this Agreement which is not cured within thirty (30) days after receipt of notice from City constitutes a default under this Agreement ("Default"). b. Remedies. City, in the event of any breach of any terms, provisions or covenants contained herein, shall have the right to exercise all of its rights and remedies allowed by this Agreement and by law, including the right to exercise the option set forth in Section 10, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach.

17. Notices. Notices required to be given to the City or to Owner shall be given by hand delivery, recognized overnight courier (such as UPS, DHL or FedEx) or by certified mail, return receipt requested, to the following addresses, or to such other address(es) as a party may designate from time to time by written notice to the other:

To City:

Housing Manager
City of Brentwood
150 City Park Way
Brentwood, CA 94513
To Owner:

At the address set forth in Recital A.

18. Duration. The covenants set forth herein shall be covenants running with the land and shall inure to the benefit of the City and its successors and assigns, and shall be enforceable by the City, the City of Brentwood or their successors and assigns, without regard to whether the City is or remains an owner of any land or interest to which such covenants relate, until the date that is 45 years after the date this Agreement is recorded (the "Term"). The parties agree that for the Term of this Agreement, all future deeds or transfers of interest shall show or reference the applicable restrictions of this Agreement.

Upon expiration of the Term, City shall provide Owner with a quitclaim, release or other instrument, in recordable form, sufficient to confirm the release the Restricted Unit from the effect of this Agreement.

Error! Unknown document property name. 8

19. Amendment. This Agreement may be amended only in a writing signed by City and the Owner.

20. No Impairment of Lien. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Agreement shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument.

21. Successors and Assigns. The covenants contained in this Agreement shall inure to the benefit of the City and its successors and assigns and shall be binding upon Owner and any successor in interest to the Restricted Unit. Provided that Owner has complied with all terms of this Agreement, upon the transfer by Owner of all of its interest in the Restricted Unit, such Owner shall automatically be released from and have no further obligations or liabilities under this Agreement, and all references in this Agreement to Owner thereafter shall mean and refer to such successor in interest of a prior Owner as may then be the owner of the Restricted Unit. The covenants shall run in favor of the City and its successors and assigns for the entire period during which such covenants shall be in force and effect, without regard to whether the City is or remains an owner of any land or interest therein to which such covenants relate. The City, and its successors and assigns, in the event of any breach of any such covenants, 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.

22. No Third Party Beneficiaries. Notwithstanding anything in this Agreement to the contrary, there are no third party beneficiaries of this Agreement.

23. California Law. This Agreement shall be construed in accordance with and be governed by the laws of the State of California.

24. Severability. Should any provision of this Agreement be found invalid or unenforceable by a court or other body of competent jurisdiction, said invalidity, unenforceability or ineffectiveness shall not affect the validity of the remaining provisions which shall remain in force to the maximum extent possible.

25. Subordination. The terms and provisions of this Agreement, except Section 13 herein, are subject and subordinate to the terms of the deed(s) of trust made to Principle Lender, the primary lender(s) (the "Senior Deed(s) of Trust"). The terms and provisions of Section 13 shall remain senior to the Senior Deed(s) of Trust until the earlier of (a) the date on which a lender(s) under the Senior Deed(s) of Trust take title to the Restricted Unit upon foreclosure or by a deed in lieu of foreclosure of the Senior Deed(s) of Trust, (b) the date on which the Proceeds are paid to the City as provided in Section 13, or (c) the expiration of this Agreement. Upon the earlier of subsections (a), (b) or (c) above, all of the terms and provisions of this Agreement shall be of no further force and effect.

Therefore, any lender under a Senior Deed of Trust that takes title to the Restricted Unit upon foreclosure or by a deed in lieu of foreclosure of the Senior Deed(s) of Trust will take title free and clear of the terms and provisions of this Agreement.

Error! Unknown document property name. 9
IN WITNESS WHEREOF, the City and the Owner have caused this Agreement to be executed on their behalf by their respective officers thereunto duly authorized.

Date:__________________________
ATTEST:

By:
,
City Clerk
APPROVED AS TO FORM:

By:
,
City Attorney
CITY:

THE CITY OF BRENTWOOD
By:

Name:

Its: City Manager
Date: _________________________
OWNER:

By:

Name: _________________

SIGNATURES MUST BE NOTARIZED

Attachment 1
Error! Unknown document property name.

ATTACHMENT 1
Legal Description of Restricted Unit
[to be inserted]

Attachment 2
Error! Unknown document property name.

ATTACHMENT 2

DISCLOSURE STATEMENT

THERE ARE RESTRICTIONS ON THE SALE OF THE PROPERTY
YOU ARE BUYING. YOU MAY NOT SELL THE PROPERTY FOR
MARKET VALUE TO WHOMEVER YOU LIKE. YOU MUST SELL THE
PROPERTY TO AN "ELIGIBLE HOUSEHOLD" AT AN "AFFORDABLE
HOUSING COST." IF YOU CANNOT DO SO, YOU MUST NOTIFY THE CITY, WHO HAS AN OPTION TO PURCHASE THE PROPERTY.

THERE ARE ALSO RESTRICTIONS ON OBTAINING AND
REFINANCING LOANS IN CONNECTION WITH THE PROPERTY. YOU

MAY NOT OBTAIN OR REFINANCE ANY EXISTING LOAN THAT
CAUSES YOUR INDEBTEDNESS TO EXCEED THE "AFFORDABLE
HOUSING COST," EXCEPT AS OTHERWISE APPROVED IN WRITING BY THE CITY OF BRENTWOOD.

THESE RESTRICTIONS WILL BE IN EFFECT UNTIL
, 20 . IF YOU SELL THE PROPERTY IN VIOLATION
OF THE RESTRICTIONS, THE SALE SHALL BE VOID.

TO DETERMINE WHO IS AN ELIGIBLE HOUSEHOLD AND WHAT

AN AFFORDABLE HOUSING COST IS, YOU SHOULD CONTACT THE
CITY OF BRENTWOOD'S HOUSING MANAGER.

I HAVE READ THIS DISCLOSURE STATEMENT AND THE RESALE

AND REFINANCE LIMITATION AGREEMENT AND OPTION TO
PURCHASE AND I UNDERSTAND WHAT THEY MEAN.

Owner Owner

I HAVE REVIEWED THE ABOVE DISCLOSURE STATEMENT AND

THE RESALE AND REFINANCE LIMITATION AGREEMENT AND OPTION TO PURCHASE WITH THE OWNER.

City Housing Manager

DO NOT SIGN DO NOT SIGN

Attachment 3
1 Error! Unknown document property name.

ATTACHMENT 3

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Brentwood
150 City Park Way
Brentwood, California 94513
Attn: City Clerk
(Space Above This Line for Recorder's Use Only)
[Exempt from recording fee per Gov. Code § 27383]

DEED OF TRUST AND SECURITY AGREEMENT
APN: [to be inserted]
THIS DEED OF TRUST AND SECURITY AGREEMENT ("Deed of Trust") is made this day of , 20 , among
("Trustor"), whose address is ,
("Trustee"), whose address is , and the City of
Brentwood ("Beneficiary"), whose address is 150 City Park Way, Brentwood, California 94513.

Trustor irrevocably grants, conveys, transfers and assigns to Trustee in trust, with power of sale and right of entry and possession, all of Trustor's right, title and interest now owned or hereafter acquired in and to the real property in Contra Costa County, California, described on Exhibit A attached hereto and incorporated herein by this reference, together with all buildings, structures and improvements now existing or hereafter constructed thereon (the "Improvements") and all other property and interests of any kind or character which may be reasonably necessary or desirable to promote the present and future beneficial use and enjoyment of such real property and improvements (the "Property").

1. Secured Obligations. Trustor makes the grant, conveyance, transfer and assignment herein for the purpose of securing Trustor's obligations under that certain Refinance and Resale Limitation Agreement between Trustor and Beneficiary dated (the "Secured Obligations").

2. Maintenance and Repair. Trustor shall (a) keep the Property in good condition and repair and not remove or demolish any building; (b) complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed; (c) pay when due all claims for labor performed and materials furnished; (d) comply with all laws affecting the Property or requiring any alterations or improvements to be made; (e) not commit or permit waste; and (f) cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of the Property may be reasonably necessary.

3. Insurance. Trustor shall maintain hazard insurance against loss by fire, hazards included with the term "extended coverage," and any other hazards for which Beneficiary requires

Attachment 3
2 Error! Unknown document property name.
insurance, and liability insurance. The insurance carrier and the insurance policies and amounts of coverage shall be acceptable to Beneficiary, the liability policy shall name Beneficiary as an additional insured, and shall require 30 days' prior notice to Beneficiary before the policy is modified or terminated.

4. Defense of Security. Trustor shall appear in and defend any action or proceeding purporting to affect the security or the rights or powers of Beneficiary or Trustee. Trustor shall pay all costs and expenses, including costs of evidence of title and attorneys' fees, in any such action or proceeding in which Trustee or Beneficiary may appear, and in any suit brought by Beneficiary to foreclose this Deed of Trust.

5. Payment of Taxes and Liens. Trustor shall pay (a) at least 10 days before delinquency, all taxes and assessments affecting the Property, including water stock assessments; (b) when due, all encumbrances, charges and liens, with interest, on the Property, which are or appear to be prior or superior to this Deed of Trust; and (c) upon demand all costs, fees and expenses of this Deed of Trust. If Trustor fails to make any payment or to do any act provided for in this Deed of Trust, then Beneficiary or Trustee may, without obligation to do so, and with or without notice to or demand upon Trustor, and without releasing Trustor from any obligation under this Deed of Trust: (i) make or do the same in such manner and to such extent as either may deem necessary to protect the security, Beneficiary or Trustee being authorized to enter upon the Property for such purposes; (ii) appear in or commence any action or proceeding purporting to affect the security, or the rights or powers of Beneficiary or Trustee; (iii) pay, purchase, contest or settle any encumbrance, charge or lien which in the judgment of either appears to be senior to this Deed of Trust; and (iv) in exercising any such powers, pay allowable expenses, including attorneys' fees.

6. Reimbursement of Costs. Trustor shall pay upon demand all sums expended by Beneficiary or Trustee provided for in this Deed of Trust or allowed by law, with interest from date of expenditure at the maximum rate allowed by law.

7. No Waiver. By accepting payment of any sum after its due date, Beneficiary does not waive its right either to require prompt payment when due of all other sums or declare a default for failure to pay.

8. Reconveyance. That upon written request of Beneficiary stating that the Secured Obligations have been fulfilled, and upon surrender of this Deed of Trust, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals of such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto."

9. No Renting Allowed. Trustor may not rent or lease all or any portion of the Property.

10. Default and Foreclosure. Upon default by Trustor in performance of any Secured Obligation, Beneficiary may deliver to Trustee a declaration of default and demand for sale and of a notice of default and a notice of sale, which notice Trustee shall cause to be filed for record.

Beneficiary also shall deposit with Trustee this Deed of Trust and all documents evidencing the Secured Obligations and expenditures, if any, secured by this Deed of Trust. Upon default of

Attachment 3
3 Error! Unknown document property name.
any obligation secured by this Deed of Trust and acceleration of all sums due, if any, Beneficiary may instruct Trustee to proceed with a sale of the Property under the power of sale granted in this Deed of Trust, noticed and held in accordance with California Civil Code Sections 2924, et seq., as such statutes may be amended from time to time. Trustor waives all rights it may have to require marshaling of assets or to require sales of assets in any particular order, including any rights under California Civil Code Sections 2899 and 3433.

11. Substitution of Trustee. Beneficiary, or any successor beneficiary of the Secured Obligations or of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where the Property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed of Trust is recorded and the name and address of the new Trustee.

12. Successors and Assigns. This Deed of Trust applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term "Beneficiary" shall mean the holder, including pledgees, of the covenants set forth in the Resale and Refinance Restrictions and Option to Purchase, whether or not named as Beneficiary herein.

13. Trustee Acceptance. Trustee accepts this trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.

14. Further Assurances. Trustor shall, at its own cost and expense, do, execute, acknowledge, and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers, and assurances as Trustee or Beneficiary shall from time to time require, for better assuring, conveying, assigning, transferring, and confirming unto Trustee the Property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which Trustor may be or may hereafter become bound to convey or assign to Trustee, or for carrying out the intention or facilitating the performance of the terms of this Deed of Trust, or for filing, registering, or recording this Deed of Trust. Trustor shall, on demand, execute and deliver, and hereby authorizes Trustee and Beneficiary, or either of them, to execute in the name of Trustor, to the extent it may lawfully do so, one or more financing statements, chattel mortgages, or comparable security instruments, to evidence more effectively the lien hereof.

Immediately upon the execution and delivery of this Deed of Trust, and thereafter from time to time, Trustor shall cause this Deed of Trust, and any security instruments creating a lien or evidencing the lien hereof upon any personal property and each instrument of further assurance, to be filed, registered, or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien hereof upon, and the title of Trustee to, the Property encumbered hereby.

Attachment 3
4 Error! Unknown document property name.

15. Condemnation and Insurance Proceeds. Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation or other taking of all or any portion of the Property, or knowledge of any casualty damage to the Property, or damage in any other manner, Trustor shall immediately notify Beneficiary thereof. Trustor hereby authorizes and empowers Beneficiary as attorney-in-fact for Trustor to make proof of loss, to adjust and compromise any claim under the insurance policies covering the Property, to appear in and prosecute any action arising from such insurance policies, to collect and receive insurance proceeds, and to deduct therefrom Beneficiary's expenses incurred in the collection of such proceeds; provided, however, that nothing contained in this Section shall require Beneficiary to incur any expense or take any action hereunder. Trustor hereby authorizes and empowers Beneficiary, at Beneficiary's option, as attorney-in-fact for Trustor, to commence, appear in and prosecute, in Beneficiary's or Trustor's name, any action or proceeding relating to any condemnation or other taking of all or any part of the Property, whether direct or indirect, and to settle or compromise any claim in connection with such condemnation or other taking. The proceeds of any award payment or claim for damages, direct or consequential, in connection with any condemnation or other taking, whether direct or indirect, of the Property, or any part thereof, or for conveyances in lieu of the Property, or any part thereof, shall be paid to Beneficiary. The foregoing powers of attorney are coupled with an interest and are irrevocable. Trustor hereby authorizes Beneficiary to apply such awards, payments, proceeds or damages relating to condemnation of the Property and insurance covering the Property, after the deduction of Beneficiary's expenses incurred in the collection of such amounts, at Beneficiary's option, subject to the requirements of applicable law and the provisions hereof, to restoration or repair of the Property or to payment of the sums secured by this Deed of Trust. Beneficiary shall be under no obligation to question the amount of any compensation, awards, proceeds, damages, claims, rights of action, and payments relating to condemnation or other taking of the Property or insured casualty affecting the Property, and may accept the same in the amount in which the same shall be paid. Trustor shall execute such further evidence of assignment of any awards, proceeds damages or claims arising in connection with such condemnation or taking or such insurance as Beneficiary may require.

16. Severability. If any one or more of the provisions contained in this Deed of Trust shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Deed of Trust, but this Deed of Trust shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein or therein, but only to the extent of such invalidity.

17. Estoppel Certificate. Trustor shall, within ten (10) days of a written request from Beneficiary, furnish Beneficiary with a written statement, duly acknowledged, setting forth the sums secured by this Deed of Trust and any right of set-off, counterclaim or other defense which exists against such sums and the obligations of this Deed of Trust.

18. Due-On-Sale or Encumbrance. If all or any part of the Property, or any interest therein, or any beneficial interest in Trustor (if Trustor is not a natural person or persons but is a corporation, partnership, trust, limited liability company or other legal entity), is sold, transferred, mortgaged, assigned, pledged, or further encumbered, whether directly or indirectly, whether voluntarily or involuntarily or by operational law, Beneficiary may, at Beneficiary's option invoke any remedies permitted by this Deed of Trust.

Attachment 3
5 Error! Unknown document property name.

DO NOT SIGN
The undersigned Trustor requests that a copy of any Notice of Default and of any Notice of Sale hereunder be mailed to Trustor at Trustor's address hereinbefore set forth.

TRUSTOR:

By:

Name:

By: ________________________________
Name: _____________________________

DO NOT SIGN

Exhibit A
Error! Unknown document property name.

Exhibit A
Situated in the State of California, City of Brentwood, County of Contra Costa, and described as follows:
[insert legal description]

Attachment 4
Error! Unknown document property name.

ATTACHMENT 4

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Brentwood
150 City Park Way
Brentwood, California 94513
Attn: City Clerk
(Space Above This Line for Recorder's Use Only)
[Exempt from recording fee per Gov. Code § 27383]
REQUEST FOR NOTICE UNDER SECTION 2924B CIVIL CODE
In accordance with Section 2924b, Civil Code, request is hereby made that a copy of any Notice of Default and a copy of any Notice of Sale under the Deed of Trust recorded as Instrument No. on , , in the Official Records of Contra Costa County,
California, and describing land therein as:
executed by
, as Trustor, in which
is named as Beneficiary, and
, as Trustee, be mailed to the City of Brentwood, 150 City Park Way, Brentwood, California 94513, Attn:

By:

Name:

NOTICE: A COPY OF ANY NOTICE OF DEFAULT AND OF ANY NOTICE OF SALE WILL BE SENT ONLY TO THE ADDRESS CONTAINED IN THIS RECORDED REQUEST.

IF YOUR ADDRESS CHANGES, A NEW REQUEST MUST BE RECORDED.

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ATTACHMENT 5
Notice of Intent to Transfer
VIA CERTIFIED MAIL – RETURN RECEIPT REQUESTED
To: City of Brentwood
150 City Park Way
Brentwood, CA 94513
Attn: Housing Manager
Date:

Re: Notice of Intent to Transfer
The undersigned Owner(s), ,
hereby give(s) notice of his/her/their intent to transfer the property located at , Brentwood, California (the “Property”). Owner may be contacted at the Property or at the following address:

Owner’s daytime telephone number is ( )
The proposed transfer of the Property is to the following person(s):

Name:

Address:

Telephone: ( )
The proposed transfer is (check one):
 Sale
 Other Specify:

Owner(s) signature(s):

Refinance and Resale Limitation Agreement and Option to Purchase

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

DO NOT SIGN

DO NOT SIGN

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City of Brentwood
150 City Park Way
Brentwood, California 94513
Attn: Housing Manager
(Space Above This Line for Recorder's Use Only)
[Exempt from recording fee per Gov. Code § 27383]

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EXHIBIT D
Household Income
"Gross income" shall mean the anticipated income of a person or family for the twelve-month period following the date of determination of income. If the circumstances are such that it is not reasonably feasible to anticipate a level of income over a twelve-month period, a shorter period may be used subject to a redetermination at the end of such a period. "Income" shall consist of the following:
(a) Except as provided in subdivision (b), all payments from all sources received by the family head (even if temporarily absent) and each additional member of the family household who is not a minor shall be included in the annual income of a family. Income shall include, but not be limited to:
(1) The gross amount, before any payroll deductions, of wages and salaries, overtime pay, commissions, fees, tips and bonuses;
(2) The net income from operation of a business or profession or from rental or real or personal property (for this purpose, expenditures for business expansion or amortization of capital indebtedness shall not be deducted to determine the net income from a business); (3) Interest and dividends;
(4) The full amount of periodic payments received from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of periodic receipts;
(5) Payments in lieu of earnings, such as unemployment and disability compensation, worker's compensation and severance pay (but see subdivision (b)(3)). (6) Public Assistance. If the public assistance payment includes an amount specifically designated for shelter and utilities which is subject to adjustment by the public assistance agency in accordance with the actual cost of shelter and utilities, the amount of public assistance income to be included as income shall consist of:
(A) The amount of the allowance or grant exclusive of the amount specifically designated for shelter and utilities, plus
(B) The maximum amount which the public assistance agency could in fact allow for the family for shelter and utilities,
(7) Periodic and determinable allowances such as alimony and child support payments, and regular contributions or gifts received from persons not residing in the dwelling; (8) All regular pay, special pay and allowances of a member of the Armed Forces (whether or

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not living in the dwelling) who is head of the family or spouse (but see subdivision (b)(5)).

Where a family has net family assets in excess of five thousand dollars ($5,000), income shall include the actual amount of income, if any, derived from all of the net family assets or 10 percent of the value of all such assets, whichever is greater. For purposes of this section, net family assets means value of equity in real property other than the household's full-time residence, savings, stocks, bonds, and other forms of capital investment. The value of necessary items such as furniture and automobiles shall be excluded. (b) The following items shall not be considered as income:
(1) Casual, sporadic or irregular gifts;
(2) Amounts which are specifically for or in reimbursement of the cost of medical expenses; (3) Lump-sum additions to family assets, such as inheritances, insurance payments (including payments under health and accident insurance and worker's compensation), capital gains and settlement for personal or property losses;
(4) Amounts of educational scholarships paid directly to the student or to the educational institution, and amounts paid by the government to a veteran for use in meeting the costs of tuition, fees, books and equipment. Any amounts of such scholarships, or payments to veterans not used for the above purposes of which are available for subsistence are to be included in income;
(5) The special pay to a serviceman head of a family away from home and exposed to hostile fire;
(6) Relocation payments made pursuant to federal, state, or local relocation law; (7) Foster child care payments;
(8) The value of coupon allotments for the purchase of food pursuant to the Food Stamp Act of 1964 which is in excess of the amount actually charged the eligible household; (9) Payments received pursuant to participation in the following volunteer programs under the ACTION Agency:
(A) National Volunteer Antipoverty Programs which include VISTA, Service Learning Programs and Special Volunteer Programs.
(B) National Older American Volunteer Programs for persons aged 60 and over which include Retired Senior Volunteer Programs, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience, Service Corps of Retired Executive (SCORE) and Active Corps of Executives (ACE).

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EXHIBIT E
Affordable Housing Cost
Method of Calculation
Maximum Sales Price shall be calculated at the times set forth in the Agreement using the following procedure:

For Moderate-Income Households:

1. Determine the current Area Median Income for a household in Brentwood that is one person larger than the number of bedrooms in the applicable Restricted Unit.

2. Multiply the income determined in Step 1 by 110%.

3. Multiply the income determined in Step 2 by 35% to obtain an annual housing allowance.

4. Divide the annual housing allowance by 12 to obtain a monthly housing allowance;

5. Deduct the following from the monthly housing allowance determined in Step 4: (a)

2.05% of the purchase price for the monthly costs of property taxes and insurance (including primary mortgage insurance); (b) a reasonable utility and maintenance and repaid allowance, (c) 100% of the build-out monthly homeowner's association fees. The resulting difference shall be the amount available for monthly mortgage payments.

6. Determine an interest rate for a 30-year fully amortized fixed-rate mortgage loan. The interest rate shall be established annually by the City.

7. Using a standard amortization table or formula, and based on the monthly mortgage payment determine the maximum mortgage loan amount that can be repaid over 30 years with equal payments at the interest rate established in the previous step.

8. Determine the unit's maximum sales price by adding the allowable down payment equal to 3% of the maximum mortgage loan amount calculated in step 7.

For Very Low-Income Households:

1. Determine the current Area Median Income for a household in Brentwood that is one person larger than the number of bedrooms in the applicable Restricted Unit.

2. Multiply the income determined in Step 1 by 50%.

3. Multiply the income determined in Step 2 by 30% to obtain an annual housing allowance.

4. Divide the annual housing allowance by 12 to obtain a monthly housing allowance;

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5. Deduct the following from the monthly housing allowance determined in Step 4: (a)

2.05% of the purchase price for the monthly costs of property taxes and insurance (including primary mortgage insurance); (b) a reasonable utility and maintenance and repaid allowance, (c) 100% of the build-out monthly homeowner's association fees. The resulting difference shall be the amount available for monthly mortgage payments.

6. Determine an interest rate for a 30-year fully amortized fixed-rate mortgage loan. The interest rate shall be established annually by the City.

7. Using a standard amortization table or formula, and based on the monthly mortgage payment determine the maximum mortgage loan amount that can be repaid over 30 years with equal payments at the interest rate established in the previous step.

8. Determine the unit's maximum sales price by adding the allowable down payment equal to 3% of the maximum mortgage loan amount calculated in step 7.

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EXHIBIT F
Form of Release

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Brentwood
150 City Park Way
Brentwood, California 94513
Attn: Housing Manager
(Space Above This Line for Recorder's Use Only)
[Exempt from recording fee per Gov. Code § 27383]
APN No.

CITY OF BRENTWOOD AFFORDABLE HOUSING PROGRAM
Orchard Grove

PARTIAL RELEASE OF AFFORDABLE HOUSING AGREEMENT
[ADDRESS]
This Partial Release of Affordable Housing Agreement (the "Release") is made as of the ___ day of _______________, 20__, by and between the between the CITY OF BRENTWOOD, a municipal corporation (the "City") and SHEA HOMES L.P., a limited partnership (the "Developer"), with reference to the following facts (the City and Developer may be referred to collectively as the "Parties"):

4.17 The City and Developer entered into that certain Affordable Housing Agreement dated _______________, 20__ (the "Housing Agreement"), and recorded in the Official Records of the County of Contra Costa (the "Official Records") on _____________, ____ as Instrument No. _____________, against that real property located in Brentwood, California (the "Orchard Grove Development Site"). The Development Site is defined as the "Property" in the Housing Agreement.

4.18 The Developer has performed its obligations as required by the Housing Agreement in connection with the Restricted Unit located on a portion of the Orchard Grove Development Site.

4.19 The property described in the attached Exhibit A shall be referred to as the "Released Property".

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4.20 The Parties now desire to release the encumbrance of the Housing Agreement on the Released Property. All terms not otherwise defined herein shall have the meaning set forth in the Housing Agreement.

NOW, THEREFORE, it is hereby declared and understood as follows:

The City hereby agrees to release the Released Property from the encumbrance of the Housing Agreement.
[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the City executes this Release as of the day first above written.

CITY:

CITY OF BRENTWOOD, a municipal corporation
By:

G. Harold Duffey, City Manager
APPROVED AS TO FORM:

By: ____________________________________
Thomas Lloyd Smith, Interim City Attorney
ATTEST:

By: ___________________________________
Amanda McVey, City Clerk
[CITY MANAGER SIGNATURE MUST BE ACKNOWLEDGED]

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STATE OF CALIFORNIA )
)

COUNTY OF CONTRA COSTA )
On ____________________, 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.
______________________________________
Name: ______________________________
Name: Notary Public
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.

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EXHIBIT A

LEGAL DESCRIPTION OF RELEASED PROPERTY
[PLEASE ATTACH LEGAL DESCRIPTION OF APPLICABLE PORTION OF THE PROPERTY OR UNIT TO BE RELEASED FROM THE AGREEMENT. DO NOT ATTACH DESCRIPTION OF ENTIRE DEVELOPMENT SITE (OR PROPERTY).]

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RECORDING REQUESTED BY
AND WHEN RECORDED RETURN T O:

City of Brentwood
150 City Park Way
Brentwood, California 94513
Attn: Housing Manager
(Space Above This Line for Recorder's Use Only)

Exempt from recording fee per Gov. Code §27383
Exempt from fee per GC27388 1(a) (2), recorded concurrently in connection with a transfer subject to the imposition of documentary transfer tax

AFFORDABLE HOUS ING AGREEMENT
THIS AFFORDABLE HOUSING AGREEMENT (the "Agreement") is entered into as of __________________ (the "Effective Date"), by and between SHEA HOMES L.P., a limited partnership ("Developer") and THE CITY OF BRENTWOOD, a municipal corporation (the "City"). Developer and City agree as follows, with reference to the following facts:

RECITALS
A. Defined terms used but not defined in these recitals are as defined in Article 1 of this Agreement.

B. Developer owns that certain real property located in the vicinity east of Adams Lane, south of the Rock Church and Vineyard Academy (Subdivision 9649) and identified as the Orchard Grove North property, Assessor's Parcel Number 016- 040-004, as more particularly described in the attached Exhibit A ("Site").

C. On August 13, 2024 pursuant to Resolution No. 2024-90, the Brentwood City Council approved Developer’s application for a vesting tentative subdivision map, including a density bonus and associated waivers under the State Density Bonus Law (VTSM 9649) and the Brentwood City Council approved Developer’s application for a design review permit (DR 23-012) for thirty (30) market rate units and four (4) affordable duet units, and adopted the prepared Initial Study and Mitigated Negative Declaration (IS/MND) SCH#2024050112 for this project in accordance with the CEQA Guidelines, including its accompanying Mitigation Monitoring and Reporting Plan and Errata Sheet, through adoption of Resolution No. 2024-89 (collectively, the “Project Approvals”).

D. Developer will construct thirty-four (34) units, including thirty (30) single family detached homes and four (4) duets, ("Units") and appurtenant landscaping and onsite improvements on the Site (hereinafter referred to as the "Project"). As part of the Project and the Project Approvals, Developer has agreed to restrict the duets as

affordable Units, including two (2) Units to be affordable and sold to Moderate Income Households (the “Moderate Income Units”) and two (2) Units to be affordable and sold to Very Low Income Households (six percent (6%) (the “ Very Low Income Units”). The provision of six percent (6%) of the units for very low income households, meets the State’s Density Bonus Law threshold for a base density bonus (Government Code § 65915(f)(2)(B)(1)(b)). The applicant has not requested any concessions. The Moderate Income Units and Very Low Income Units will also be referred to as “Restricted Units.” The remaining thirty (30) Units shall be referred to as the "Non-Restricted Units."
E. City Council adopted Ordinance 1041 on July 26, 2022 (Brentwood Municipal Code Chapter 17.725) (the “Ordinance”). The Ordinance and any implementing regulations are collectively the "City Inclusionary Housing Requirements." The Ordinance codifies the requirement that developers of residential developments of twenty-seven to thirty-four lots or dwelling unitsshall contain one low income unit, two moderate income units and one very low income unit to fulfill an affordable housing obligation of thirteen percent (13%) of the total number of dwelling units (the “Thirteen Percent Affordability Requirement”). To satisfy this requirement, Developer will provide two (2) Moderate Income Units and two (2) Very Low Income Units.

F. Pursuant to Government Code § Section 65915-65918 (collectively “Density Bonus Law”), a project that restricts 6% of the units to Very Low Income Households meets the State’s Density Bonus Law threshold for a base density bonus. The Project site is subject to a maximum density of 3.0 units per acre per the zoning requirements, and General Plan land use designation with a density range of 1.1-3.0 units per gross acre. The 9.6 acre Project proposes to include 30 market rate units, 2 units affordable to very low income household, and 2 units affordable to moderate income households. The City Council reviewed the project’s eligibility for the request waivers and finds that the Project qualifies for such waivers, and thus applied for and received the following development incentive as part of the project:

1. A 17.2% increase in density (3.54 units per acre).

2. Fifteen waivers including: (i) waive the General Plan Density Transition Policy (LU-2a) requirements for lots on the northern and eastern edge of the site to instead range from 3,867 sq. ft. for the duet lots and between 10,429 sq. ft. to 13,389 sq. ft. for the detached single family lots (ii) waive R-1- Zoning Standard a reduction in minimum lot size for the Non-Restricted Units to 8,000 square feet; (iii) a reduction in minimum lot size for Restricted Unitsto 3,750 square feet; (iv) minimum lot width for the market rate units reduced from 100 ft. wide to 80 ft. wide as measured at the rear lot line (v) minimum lot dimensions for duet units shall be reduced from 100 ft. wide to 40 ft. wide as measured at the rear lot line (vi) minimum

front yard setbacks include an allowance to decrease the front setback to 15 ft. to living space, yet maintain the existing 20 ft. to the garage (vii) minimum side yard setback reduced from 10 ft. minimum to 7 ft. minimum and reduced from 25 ft. in aggregate to 20 ft. in aggregate (viii) side yard setbacks shall include a provision for a zero setback on the lot line defining the common wall between duets (ix) minimum rear yard setback shall be reduced from 30 ft. to 15 ft. (x) waive the Objective Design Standards minimum setback shall be 15 ft. (xi) allow eight lots to have entry doors not facing the street (xii) allow the duet units to have front doors both facing the same street (xiii) allow some architectural styles a reduction in the required glazing square footage (xiv) allow some areas of the home a reduction in glazing due to location (xv) allow Spanish elevations a reduction in the 20% requirement of a secondary material.

G. A Restricted Unit may satisfy the requirements of the Density Bonus Law, the City Inclusionary Housing Requirements, and the Project Approvals so long as it meets the most restrictive requirement of each of the programs it satisfies.

H. The Ordinance requires the City to ensure the continued affordability of the Restricted Units for forty-five (45) years. To ensure the Restricted Units’ continued affordability and to comply with Density Bonus Law, the Ordinance, and the Project Approval, this Agreement shall be executed and recorded against the Site prior to the recordation of any parcel map or final subdivision map or issuance of building permits for the Project, whichever occurs first.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, Developer and the City hereby agree as follows:

ARTICLE 1.

S ALE OF RES TRICTED UNITS

1.1 Defined Terms. The following terms shall have the meanings set forth in this Section 1.1:

A. "Affordable Housing Cost" shall mean the maximum purchase price that will be affordable to a Very Low-Income Household or a Moderate-Income Household, based on a reasonable down payment and monthly housing payments, including property taxes, homeowner's insurance, homeowner's association dues, if any, mortgage loan principal and interest, mortgage insurance, and a reasonable allowance for utilities (as provided by the City) which are equal to or less than:
(i) thirty percent (30%) fifty percent (50%) of Median Income adjusted for household size based on the number of bedrooms in the unit for Very Low-Income Households; and

(ii) thirty-five percent (35%) of one hundred ten percent (110%) of Median Income adjusted for household size based on the number of bedrooms in the unit for Moderate-Income Households.
(iii) The Affordable Housing Cost is determined by the City in accordance with the procedure set forth in Exhibit E.

B. “Actual Household Size” shall mean the actual number of persons in the applicable household.

C. “Assumed Household Size” shall mean the number of persons assumed to occupy a Unit based on the number of bedrooms, which is used for the purposes of calculating Affordable Housing Cost. The assumption is the number of persons in a household equals the number of bedrooms plus one.

D. "Eligible Household" shall mean and include a person or household (i) meeting the definition of "Very Low Income Household" or "Moderate Income Household” under this Section 1.1; (ii) meeting the definition of a First Time Homebuyer; and (iii) who otherwise meets standard criteria for determining eligibility for occupancy, which may include an evaluation of the applicant’s ability to pay mortgage, employment status, and credit history.

E. “First Time Homebuyer” shall mean and include a person or household, no member of which has had any of the following interests in real property in his or her primary residence in the three years preceding the date of purchase of the Unit: fee simple, joint tenancy, tenancy in common, life estate, shareholder in a cooperative, or interest held in trust that would continue on to ownership if held.

F. "Homebuyer/City Deed of Trust" shall mean the deed of trust, in the form provided by the City, executed by each buyer of a Restricted Unit at the time of purchase of the Restricted Unit, securing the buyer's performance under the Limitation Agreement (Exhibit C).

G. "Household Income" shall mean the combined adjusted gross income for all adult persons living in a unit, as calculated using the guidelines provided in Exhibit D.

H. “Limitation Agreement” shall mean a Resale and Refinance Limitation Agreement and Option to Purchase in the form provided by the City, to be executed by each buyer of a Restricted Unit and recorded against the Restricted Unit at the time of purchase by the buyer.

I. "Very Low Income Household" shall mean a person or household whose Household Income does not exceed 50% (which percentage shall be adjusted as provided in Title 25, Section 6932 of California Code of Regulations) of the Median Income (as defined below).

J. “Moderate Income Household” shall mean a person or household whose Household Income does not exceed 120% (which percentage shall be adjusted as provided in Title 25, Section 6932 of California Code of Regulations) of the Median Income (as defined below).

K. "Median Income" is the area-wide median gross yearly income in Contra Costa County, adjusted for household size, as published from time to time in Title 25 of the California Code of Regulations, Section 6932 (or its successor provision) by the State of California Department of Housing and Community Development (“HCD”). If such income determinations are no longer published, or not updated for a period of at least 18 months, the City shall provide Developer with other income determinations which are reasonably similar with respect to methods of calculation to those previously published by HCD.

L. “Term” means 45 years from the Effective Date.

1.2 Affordability Requirements and Restrictions.

A. In order to satisfy Developer's affordable housing requirements for the Project and Project Approvals, the Developer shall construct, or cause to be constructed four (4) Restricted Units in the Development, including one (2) Very Low Income Unit and two (2) Moderate Income Units.

B. All Restricted Units within the Project must be comparable to the NonRestricted Units in exterior design, quality, materials, architectural elements and overall construction quality, as well as number and proportion of bedroom types all as shown in the DR 20-003 duet architecture sheets. However, in comparison to the Non-Restricted Units, the Restricted Units will include reduced front and side yard landscaping and will be duet-style products, as approved by the City in Resolution No. 2024-90. Restricted Units shall otherwise be comparable to the Non-Restricted Units. In addition, all Restricted Units shall include the same or similar interior amenities offered for Non-Restricted Units within Project.

C. Consistent with VTSM 9649Condition of Approval #8, the Restricted Units shall be constructed in the location and in accordance with the schedule of construction set forth in Exhibit B which reflects the Master Plotting Plan referenced in DR 23-012 Condition of Approval #6. All Restricted Units in the Project shall be constructed prior to or concurrently with Non-Restricted Units, as set forth, and in the location specified, in a schedule of construction approved by the City and set forth in this Agreement. The building permits for the last ten percent of the Non-Restricted Units shall not be issued until the last Restricted Unit has been issued a building permit and construction of the last Restricted Unit has begun.

D. Developer shall make a written designation to City, at the time the final subdivision map for the Site is recorded, of those Units that shall be Restricted Units, which designation shall be consistent with the terms of this Agreement, including without limitation Exhibit B. The total number of Restricted Units being offered for sale shall be as required by Section 1.2.A. above. During the Term of this Agreement, the Restricted Units shall be subject to all of the requirements of this Agreement, including without limitation the following additional restrictions and requirements:

1. The Very Low Income Units shall only be sold to and be occupied by Very Low Income Households at a price that does not exceed the Affordable Housing Cost for Very Low Income Households. The Moderate Income Units shall only be sold to and be occupied

by Moderate Income Households, as applicable, at a price that does not exceed the Affordable Housing Cost for Moderate Income Households. Pursuant to Brentwood Municipal Code Section

17.725.010, if the sales price for a Restricted Unit exceeds the Affordable Housing Cost, this will be an Event of Default and the Developer will be charged a five hundred dollar ($500) fine per month from the date of non-compliance until the Restricted Unit is in compliance with this Agreement.

2. The Restricted Units shall only be sold to Eligible Households approved by City in accordance with this Agreement, the Density Bonus Law, and the City Inclusionary Housing Requirements. Developer shall work with City to obtain names of Eligible Households certified and/or maintained by City in accordance with City's Affordable Housing Program. In the event City no longer certifies or maintains a list of Eligible Households, at least thirty (30) calendar days prior to any proposed sale or other transfer of any Restricted Unit during the Term, Developer shall submit to City: (a) a copy of the written agreement of purchase and sale; (b) the prospective purchaser's/transferee's income certification, evidence of the purchaser's/transferee's status as an Eligible Household, a list of all assets owned by the prospective purchaser/transferee and any information reasonably necessary to enable City to determine compliance with the terms of this Agreement, in a form reasonably approved by the City; and (c) the income certification to be provided to any lender making a loan on the Restricted Unit. The City may require documentation reasonably evidencing and supporting the income and other financial information contained in the certifications, including the prospective purchaser's/transferee's income most recent income tax return. Within thirty (30) calendar days from receipt of the documentation, City shall render a decision of eligibility or non-eligibility. If the prospective purchaser/transferee qualifies as an Eligible Household, the purchase price of the Restricted Unit is within the definition of Affordable Housing Cost and the sale or transfer complies with this Agreement, the Density Bonus Law, and the City Inclusionary Housing Requirements, the City shall so certify in writing within such thirty (30) calendar days, and upon request shall execute a certificate, in recordable form, confirming that the proposed transaction complies with the requirements of this Article 1. If the prospective purchaser/transferee does not qualify as an Eligible Household, the purchase price of the Restricted Unit is not within the definition of Affordable Housing Cost or the sale or transfer does not comply with this Agreement, the Density Bonus Law, and the City Inclusionary Housing Requirements, the City shall so notify the Developer in writing, within such thirty (30) calendar days, stating the basis for its determination in reasonable detail and the Developer shall not sell the Restricted Unit to such nonEligible Household.

3. THERE SHALL BE NO SALE OR OTHER TRANSFER OF THE

RESTRICTED UNIT WITHOUT THE WRITTEN CERTIFICATION BY CITY THAT THE

PURCHASER / TRANSFEREE IS AN ELIGIBLE HOUSEHOLD, THE PURCHASE PRICE OF

THE RESTRICTED UNIT IS WITHIN THE DEFINITION OF AFFORDABLE HOUSING

COST AND THE SALE OR TRANSFER COMPLIES WITH THIS AGREEMENT, THE DENSITY BONUS LAW, AND THECITY'S INCLUSIONARY HOUSING REQUIREMENTS.

ANY SALE OR OTHER TRANSFER OF THE RESTRICTED UNIT IN VIOLATION OF THIS AGREEMENT SHALL BE AN EVENT OF DEFAULT.

4. EACH PURCHASER OF AN OWNER-OCCUPIED

RESTRICTED UNIT FROM DEVELOPER SHALL ENTER INTO AND RECORD AT THE

CLOSE OF ESCROW A REFINANCE AND RESALE LIMITATION AGREEMENT AND OPTION TO PURCHASE ("LIMITATION AGREEMENT"), IN A FORM SIMILAR TO

EXHIBIT C, ATTACHED HERETO, SUPPLIED BY AND APPROVED BY CITY, AND FOR THE BENEFIT OF CITY. UPON RECORDATION OF THE LIMITATION AGREEMENT:
(A) THIS AGREEMENT SHALL HAVE NO FURTHER FORCE OR EFFECT AS AN

ENCUMBRANCE AGAINST THE RESTRICTED UNIT ENCUMBERED BY THE LIMITATION AGREEMENT; AND (B) DEVELOPER SHALL HAVE NO FURTHER

OBLIGATIONS OR LIABILITIES WITH RESPECT TO THE RESTRICTED UNIT,

ENCUMBERED BY THE LIMITATION AGREEMENT, INCLUDING WITHOUT

LIMITATION ANY RESPONSIBILITY FOR COMPLIANCE BY THE BUYER OR ITS

SUCCESSORS WITH THE TERMS AND CONDITIONS OF THE LIMITATION

AGREEMENT SIGNED BY PURCHASER, PROVIDED THAT DEVELOPER HAS COMPLIED WITH THE TERMS OF THIS AGREEMENT.

E. Developer’s execution of this Agreement and compliance with the terms and conditions herein, shall be deemed full and final satisfaction of the requirements under the Density Bonus Law and the City Inclusionary Housing Requirements applicable to the Project.

ARTICLE 2.

ELIGIBLE HOUS EHOLDS , AFFORDABLE HOUS ING COS TS, AND S ALES

2.1 Eligible Household and Affordable Housing Costs.

A. At least ninety (90) days prior to the intended sale or transfer of a Restricted Unit to an Eligible Household, Developer shall provide City written notice that the Restricted Unit is available for sale to allow the City adequate time to select an Eligible Household from the City’s waitlist to purchase the Restricted Unit. The Developer shall not enter into a binding agreement with an Eligible Household for the purchase of the Restricted Unit unless the Eligible Household was selected by the City from the City’s waitlist or unless otherwise approved by the City.

Purchase contracts between Developer and Eligible Household shall include requirements that buyers execute documents for the benefit of the City described in Section 2.2 below.

B. The Restricted Units will be sold to an Eligible Household for no more than the Affordable Housing Costs for the Restricted Units, which is based on the calculation shown in Exhibit E attached hereto and incorporated herein. After the Developer provides the ninety (90) day notice of intent to sell or transfer of a Restricted Unit to an Eligible Household, the City will calculate and notify the Developer of the Affordable Housing Costs approved by Resolution by the City Council of the City of Brentwood. Developer acknowledges and agrees that Affordable Housing Costs are determined periodically by the City based on current income levels in Contra Costa County, changes to which are published annually by HCD, the number of bedrooms in the Unit, prevailing mortgage interest rates, and other housing cost factors required to be considered under the City Inclusionary Housing Requirements, all of which are subject to change from time to time. Developer agrees that Affordable Housing Costs are set by the City in its reasonable exercise of discretion in interpreting the requirements of the City Inclusionary Housing

Requirements. The Affordable Housing Cost for a Restricted Unit shall be the absolute maximum price that the Developer or any other person may charge for or receive as compensation for the Restricted Unit. The Developer or other seller may not charge or receive any additional amount for a Restricted Unit regardless of whether the additional amount is (a) for options, upgrades, or additional improvements to the Restricted Unit, (b) paid through escrow or outside of escrow, (c) paid prior to, after, or as part of the purchase escrow, or (d) paid in cash or in kind.

2.2 Homebuyer Documents and Security Instruments.

A. The Eligible Household and the City shall execute a Limitation Agreement.

The Limitation Agreement shall be recorded against the Restricted Unit at close of escrow for the sale to the Eligible Household. The Limitation Agreement shall be recorded in a senior lien position to the deed of trust securing the Eligible Household's first mortgage loan, unless otherwise approved in writing by the City.

B. The Eligible Household shall sign a Homebuyer/City Deed of Trust to secure performance of the Eligible Household's covenants under the Limitation Agreement if the Eligible Household fails to comply with the terms of the Limitation Agreement. The Homebuyer/City Deed of Trust shall be recorded against the Restricted Unit, subordinate only to the Limitation Agreement (which shall be in first lien position unless otherwise approved by the City) and the lien for the first mortgage loan obtained by the homebuyer to finance the purchase of the Restricted Unit. The Homebuyer/City Deed of Trust may also be subordinate to a second mortgage loan if such loan is provided by a public agency which requires such subordination or if such loan is provided by the same lender of the first mortgage loan and the City has approved, in its sole discretion, the terms of such second mortgage loan.

2.3 City Approval of Documents. The following documents shall be used in connection with the development and sale of the Restricted Units and shall be approved by the City prior to the issuance of first building permit for the Restricted Units.

A. A schedule of then applicable Affordable Housing Costs for the Restricted Units, subject to adjustment to reflect published changes in Contra Costa County income levels and changes in other housing costs (to be prepared by the City, following Developer's request).

B. Form of Purchase and Sale Agreements and Escrow Instructions for the sale of the Restricted Units (to be prepared by Developer and submitted to the City).

C. Form of Limitation Agreement, Homebuyer/City Deed of Trust, City Request for Notice of Default, and Homebuyer Disclosure Statement (to be prepared by the City).

D. The preliminary Department of Real Estate public report for the Development, including the Restricted Units, if any (to be obtained by the Developer and submitted to the City).

2.4 Compliance Reports, Inspections, Monitoring.

A. Within five (5) days following the sale of any Restricted Unit by the Developer to a homebuyer, Developer shall forward to the City copies of the buyer's and seller's settlement statement and all closing documents, including Limitation Agreement, Homebuyer/City Deed of Trust, and Homebuyer Disclosure executed in connection with the sale. The Developer shall retain all records related to compliance with obligations under this Agreement, the City Inclusionary Housing Requirements, and the Density Bonus Law for a period not less than two (2) years from the date of sale of all units in the Development, and make them available to City employees or others designated by the City for inspection and copying on five (5) business days' written notice.

2.5 Release of Property from Agreement.

A. The covenants and conditions herein contained shall apply to and bind, during their respective periods of fee ownership, Developer and its heirs, executors, administrators, successors, transferees, and assignees having or acquiring any right, title or interest in or to any part of the Site and shall run with and burden such portions of the Site until this Agreement is terminated. Until the Site, or a portion of the Site, is released from the burdens of this Agreement, the owners of fee title to the Site shall expressly make the conditions and covenants contained in this Agreement a part of any deed or other instrument conveying any interest in such property.

B. This Agreement shall be automatically released from title of the NonRestricted Units upon (i) issuance by the City of certificates of occupancy for all Restricted Units; and (ii) all six (6) Restricted Units have been sold to Eligible Households and Limitation Agreements and Homebuyer/City Deeds of Trust are recorded on title. Upon request of Developer, City shall take reasonable actions, at no cost to City, to confirm that the Non-Restricted Units are released from this Agreement, including without limitation by recording a notice of release.

C. As Restricted Units are sold to Eligible Households in compliance with this Agreement, and Limitation Agreements and Homebuyer/City Deeds of Trust are recorded against the Restricted Units, the Restricted Units sold to Eligible Households shall be released from the burdens of this Agreement. The form of release for the Non-Restricted Units and the Restricted Units is attached as Exhibit F, incorporated herein by this reference, and may be signed by the City Manager or the City Manager’s designee.

ARTICLE 3.

MAINTENANCE AND MANAGEMENT

3.1 Maintenance and Management. During the Term of this Agreement, Developer agrees to maintain the improvements and landscaping including backyard and side yards on the Restricted Units in a clean and orderly condition and in good condition and repair and to keep the Restricted Units free from accumulation of debris and waste materials.

3.2 Effect of Article 3. This Article 3 shall terminate and be of no further force and effect upon the first to occur of: (a) the last day of the Term; or (b) the closing of the sale by Developer of, and/or the transfer of title to, the last Restricted Unit pursuant to Article 1 above.

Commented [ES1]: Developer requests the word
“automatically ” be added.

Commented [ES2]: Developer requests this paragraph be added.

ARTICLE 4.

GENERAL PROVIS IONS

4.1 Conditions of Approval. This Agreement shall not supersede any conditions of approval for the Development pursuant to the Density Bonus Law or City Inclusionary Housing Requirements, but is intended to be consistent with the Density Bonus Law and City Inclusionary Housing Requirements. In the event of any conflict between this Agreement and the Density Bonus Law and/or City Inclusionary Housing Requirements, the Density Bonus Law and/or City Inclusionary Housing Requirements shall prevail.

4.2 Notices. Notices required to be given to City or to Developer shall be given by hand delivery, recognized overnight courier (such as UPS, DHL or FedEx) or certified mail, return receipt requested, to the following addresses, or to such other address(es) as a party may designate from time to time by written notice to the other:

To City:

City of Brentwood
Housing Division
150 City Park Way
Brentwood, CA 94513
To Developer:

Shea Homes Limited Partnership
4309 Hacienda Drive, Suite 180
Pleasanton, CA 94588
Attn: David Best

4.3 Duration. The covenants set forth herein on the Restricted Units shall be covenants running with the land and shall inure to the benefit of the City and its successors and assigns, and subject to any shorter time limitations specifically set forth herein, shall be enforceable by the City and its successors and assigns, for the Term. The parties agree that for the Term, all future deeds or transfers of interest shall show or reference the applicable restrictions of this Agreement. Upon recordation of a Limitation Agreement, this Agreement shall have no further force or effect as an encumbrance against the Restricted Unit to which such Limitation Agreement pertains, and Developer shall have no further obligations or liabilities with respect to such Restricted Unit, including without limitation any responsibility for compliance by the buyer or its successors with the terms and conditions of the Limitation Agreement, provided that Developer has complied with the terms of this Agreement.

4.4 No Discrimination. Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial status, source of income, disability, veteran or military status, or genetic information in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Restricted Units, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of the Restricted Units.

4.5 Amendment. This Agreement may be amended only in writing by City and Developer.

4.6 No Impairment of Lien. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Agreement shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument; provided, however, that any successor of Developer to the Site shall be bound by such covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise.

4.7 Successors and Assigns.

A. Binding Effect; Covenants Run with Land. The covenants contained in this Agreement shall inure to the benefit of the City and its successors and assigns and shall be binding upon Developer and any successor in interest as owner of fee title to the Site, or any part thereof.

Upon the transfer by Developer of all its interest in the Site, all references in this Agreement to Developer thereafter shall mean and refer to such successor in interest of Developer as may then be the owner of the Site. Except as set forth in Section 4.9, if Developer transfers the Site to more than one successor in interest, all successors in interest shall be collectively required to comply with the provisions of this Agreement and shall be jointly and severally liable for any breach or failure to comply, unless each successor and City enter into an agreement outlining the specific obligations of each successor for compliance with this Agreement. The covenants shall run in favor of City and its successors and assigns for the entire period during which such covenants shall be in force and effect. City, and its successors and assigns, in the event of any breach of any such covenants, 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.

B. Transfer by Developer of Site. Except as expressly permitted by this Section 4.7.B, Developer shall not sell, transfer, convey, assign or ground lease the Site or any part thereof or interest therein (a "Transfer") during the period between the date of recordation of this Agreement and the closing date for the sale or transfer of the last Restricted Unit to be sold or transferred pursuant to Article 1 above without prior written approval of the City. The City's approval shall not be unreasonably withheld or delayed. This restriction shall not apply to (i) any Transfer of a Unit to an individual homebuyer or City, (ii) any Transfer of Developer's interest in the Site to any trust, partnership, corporation, limited liability company or other entity that is managed and controlled by Developer whether through any trust, partnership, corporation, limited liability company or other entity, or (iii) any Transfer after the closing date for the last Restricted Unit sold pursuant to Article 1 above. This restriction on Transfer shall not be deemed to limit or restrict the making of dedications or granting of easements or permits to facilitate the development of the Site, or to limit or restrict the sale of any individual Units. This restriction on Transfer shall also not be deemed to prohibit, limit, or restrict the assignment or granting of any security interests in the Site for the purpose of securing loans or funds to be used for financing the construction of the improvements on the Site, or the exercise by any lenders of their rights and remedies, including without limitation foreclosure, under the agreements and instruments evidencing or securing any such financing.

4.8 No Third-Party Beneficiaries. Notwithstanding anything in this Agreement to the contrary, there are no third-party beneficiaries of this Agreement.

4.9 Effect of Agreement. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall have any force or effect on any buyer of a single Unit or its right, title, or interest in or to such Unit, except that buyers of Restricted Units shall execute and be subject to the Limitation Agreement attached hereto as Exhibit C. The foregoing exemption and release shall be self-executing and require no further instruments or assurances to be effective.

4.10 Event of Default and Remedies.

A. Any failure by Developer to perform any term or provision of this Agreement shall constitute an "Event of Default" (1) if Developer does not cure such failure within thirty (30) days following written notice of default from City, or (2) if such failure is not of a nature which cannot reasonably be cured within such thirty (30) day period, Developer does not within such thirty (30) day period commence substantial efforts to cure such failure or thereafter does not within a reasonable time prosecute to completion with diligence and continuity the curing of such failure.

B. Any notice of default given hereunder shall specify in detail the nature of the failure in performance alleged by City and the manner in which such failure of performance may be satisfactorily cured in accordance with the terms and conditions of this Agreement. During the time periods herein specified for cure of a failure to perform, Developer shall not be considered to be in default of this Agreement for any purposes.

C. Any failure or delay by City in asserting any of its rights or remedies as to any Event of Default shall not operate as a waiver of any Event of Default or of any such rights or remedies or deprive City of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.

D. In the event of an Event of Default under this Agreement, 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 remedy proceedings to cure, correct or remedy such Event of Default, including but not limited to:

1. withholding, conditioning, suspending, or revoking any permit, license, subdivision approval or map, or other entitlement for the Project, including without limitation final inspections for occupancy and/or certificates of occupancy;

2. instituting against the Developer, or other parties, a civil action for declaratory relief, injunction or any other equitable relief, or relief at law, including without limitation an action to rescind a transaction and/or to require repayment of any funds received in connection with such a violation;

3. where one or more persons have received financial benefit as a result of violation of this Agreement or of any requirement imposed under this Agreement, City Inclusionary Housing Requirements, or Density Bonus Law, the City may assess, and institute legal action to recover as necessary, a penalty in any amount up to and including the amount of financial benefit received, in addition to recovery of the benefit received; or

4. any other means authorized under the City’s Municipal Code.

4.11 Hold Harmless. Developer agrees to indemnify and hold harmless (without limit as to amount) the City and its elected officials, officers, employees and agents in their official capacities (hereinafter collectively referred to as "Indemnitees"), and any of them, from and against all loss, all risk of loss and all damage (including expense) sustained or incurred because of or by reason of any and all claims, demands, suits, actions, judgments, and executions for damages of any and every kind and by whomever and whenever made or obtained, allegedly caused by, arising out of, or relating in any manner to the Project, the Restricted Units, or Developer's performance or non-performance under this Agreement, and shall protect and defend Indemnitees, and any of them with respect thereto, except to the extent arising from the gross negligence or willful misconduct of the City. The provisions of this section shall survive expiration or other termination of this Agreement or any release of part or all of the Site from the burdens of this Agreement, and the provisions of this section shall remain in full force and effect for claims based on facts that occurred during the Term.

4.12 Insurance Requirements. Until the sale of the Restricted Units to Eligible Households in compliance with this Agreement, the Developer and its successors and assigns acquiring title to the Site (excluding homebuyers of the Non-Restricted Units) shall obtain, at their expense, comprehensive general liability insurance for development of the Restricted Units, naming Indemnitees as additional named insureds with aggregate limits of not less than Five Million Dollars ($5,000,000), for bodily injury and death and property damage, including coverages for contractual liability and products and completed operations, purchased by Developer or its successors or assigns from an insurance company duly licensed to engage in the business of issuing such insurance in the State, with a current Best's Key Rating acceptable to the City; such insurance to be evidenced by an endorsement which so provides and delivered to the City prior to the issuance of any building permit for the Restricted Unit.

4.13 California Law. This Agreement shall be construed in accordance with and be governed by the laws of the State of California.

4.14 Severability. Should any provision of this Agreement be found invalid or unenforceable by a court or other body of competent jurisdiction, said invalidity, unenforceability or ineffectiveness shall not affect the validity of the remaining provisions which shall remain in force to the maximum extent possible.

4.15 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4.16 Exhibits. The following exhibits are attached to this Agreement and incorporated into this Agreement by this reference:

Exhibit A Legal Description
Exhibit B Schedule of Construction and Location of Units Exhibit C Limitation Agreement
Formatted: Strikethrough
Commented [ES3]: Developer request removal of wording
Formatted: Strikethrough
Commented [ES4]: Developer requests wording be added.

Exhibit D Household Income
Exhibit E Affordable Housing Cost
Exhibit F Form of Release
IN WITNESS WHEREOF, City and Developer have caused this instrument to be executed on their behalf by their respective officers thereunto duly authorized.

CITY:

THE CITY OF BRENTWOOD
By:

Name: G. Harold Duffey
Its: City Manager
Date:__________________________
ATTEST:

By:

Name: Amanda McVey
Its: City Clerk
APPROVED AS TO FORM:

By:

Name: Katherine Wisinski
Its: City Attorney
DEVELOPER:

Shea Homes Limited Partnership, a
California Limited Partnership:

By:

Name:

Its:

Date:_________________________
By:

Name:

Its:

Date:_________________________

S IGNATURES MUS T BE NOTARIZED

A-1
2029\02\3613281.2

EXHIBIT A
Legal Description
EXHIBIT “A”
Legal Description
All that real property in the City of Brentwood, County of Contra Costa, State of California, described as follows:

Lots 52, 53, 59 and 60 as shown on Subdivision 9649 filed _________ ___, 202___ in Book _____ of Maps, Pages ______ through ______, inclusive, Official Records of Contra Costa County.

APN: 016-040-004 (Portion)

REQUESTED FROM DEVELOPER
Formatted: Centered
Commented [ES5]: Legal Description has been requested from developer; draft sent.

B-1
2029\02\3613281.2

EXHIBIT B
Schedule of Construction
and Location of Restricted Units
(Duets)
Lots 52 & 53
Lots 59 & 60
Commented [ES6]: Lots designated as affordable units,
confirmed by developer.

Error! Unknown document property name.846822v3A 80087/0001

EXHIBIT C

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN T O:

City of Brentwood
150 City Park Way
Brentwood, California 94513
Attn: Housing Division
(Space Above This Line for Recorder's Use Only)
[Exempt from recording fee per Gov. Code § 27383]

REFINANCE AND RES ALE LIMITATION AGREEMENT

AND OPTION TO PURCHAS E
For valuable consideration, the receipt of which is hereby acknowledged, _______________________ (individually or collectively, "Owner"), and THE CITY OF BRENTWOOD (collectively defined herein as "City") agree as follows, with reference to the following facts:

RECITALS
A. Owner owns that certain real property located at _________________, Brentwood, California and more particularly described in Attachment 1 attached hereto and incorporated herein. The real property, which includes the land, the residence and all other improvements thereon, and all membership and other rights appurtenant thereto, is referred to in this Agreement as the "Restricted Unit." The Restricted Unit is part of a _____-unit residential community referred to herein as the "Project." B. City has acted to enforce the inclusionary housing requirements set forth in Chapter

17.725 of the Brentwood Municipal Code and any implementing regulations ("City Inclusionary Housing Requirements") by establishing an affordable housing program for the City of Brentwood. As part of the affordable housing program, City has procured assurances that the Restricted Unit will be sold, owned and occupied only by members of an Eligible Household (as defined below), and will be sold only for a price that does not exceed the Affordable Housing Cost (as defined below).

C. Owner has received the benefit of these assurances in purchasing the Restricted Unit, and is providing the same assurances for the benefit of the City by entering into this Agreement. Owner and City therefore agree that the Restricted Unit shall be subject to the terms, conditions and restrictions, and the rights of City, as specified in this Agreement.

NOW, THEREFORE, in this factual context, for good and valuable consideration, Owner and City agree as follows:

Error! Unknown document property name.846822v3A 280087/0001

1. Principal Residence. Owner shall occupy the Restricted Unit as his or her principal and legal residence. Upon request by the City, the Owner shall submit an affidavit to the City certifying that the Restricted Unit is the Owner's principal and legal residence.

2. Documentation. Concurrently with execution of this Agreement, Owner shall execute a Disclosure Statement in the form of Attachment 2, attached hereto, and shall execute an acknowledge a Deed of Trust securing its obligations under this Agreement in the form of Attachment 3, attached hereto. The Deed of Trust shall be recorded in the Official Records of Contra Costa County. City may execute and record a Request for Notice of Default in the form attached hereto as Attachment 4.

3. Debt and Refinance Limitations. Without the City's prior written consent, Owner shall not obtain or refinance any loan in connection with the Restricted Unit (a "Loan") that causes Owner's indebtedness (i.e. the total amount borrowed by Owner) in connection with the Restricted Unit to exceed the Affordable Housing Cost (as defined in Section 5(a) below).

4. Submission of Loan or Refinance Information to City. Not less than forty-five (45) days prior to obtaining or refinancing a Loan that requires City's approval, Owner shall submit to City a copy of the proposed loan's terms together with any and all other information reasonably requested by City, including without limitation a copy of the loan application and Good Faith Estimate. Within fifteen (15) business days from receipt of the information, City shall render a decision. If City does not approve the Loan, City shall so notify Owner in writing within such fifteen (15) business days, stating the basis for its determination in reasonable detail.

5. Resale Limitations. Except as otherwise provided in this Agreement during the Term (as defined in section 18 below), the Restricted Unit shall only be sold to an Eligible Household approved by City in accordance with the terms of the Agreement, the City Inclusionary Housing Requirements and the City's Affordable Housing Program for an amount that does not exceed the Affordable Housing Cost. As used in this Agreement:
a. "Affordable Housing Cost" shall be as defined in Health and Safety Code Section 50052.5 or any successor statute thereto. If the statute is no longer in effect and no successor statute is enacted, the City shall establish the Affordable Housing Cost for purposes of this Agreement. For purposes of determining the Affordable Housing Cost: (i) the purchase price for a 2 bedroom Restricted Unit shall be established using the assumption that the Eligible Household purchasing the Unit is comprised of three persons; (ii) the purchase price for a 3 bedroom Restricted Unit shall be established using the assumption that the Eligible Household purchasing the Unit is comprised of four persons; and (iii) the purchase price for a 4 bedroom Restricted Unit shall be established using the assumption that the Eligible Household purchasing the Unit is comprised of five persons. b. "Eligible Household" shall mean and include a person or household (i) whose annual gross income does not exceed 50% (Very Low Income) / 80% (Low Income)/ 110% (Moderate Income) of the Median Income, as defined below (which percentage shall be adjusted as provided in Title 25, Section 6932

Error! Unknown document property name.846822v3A 380087/0001 of California Code of Regulations); and (ii) who meets the definition of a First Time Homebuyer.
c. "First Time Homebuyer" shall mean and include a person or household, no member of which has had any of the following interests in real property in his or her primary residence in the three years preceding the date of purchase of the Unit: fee simple, joint tenancy, tenancy in common, life estate, shareholder in a cooperative or interest held in trust that would continue on to ownership if held. d. "Median Income" shall mean the area-wide median gross yearly income in Contra Costa County, adjusted for household size, as established from time to time by the U.S. Department of Housing and Urban Development ("HUD"), or, by the California Department of Housing and Community Development ("HCD") if HUD ceases to establish such income standards. In the event that neither HUD nor HCD are establishing such income standards, the City shall provide Owner with income standards which are determined in a manner reasonably similar to the methods of calculation previously used by HUD or HCD.

6. Submission of Resale Information to City. Not less than forty-five (45) days prior to any proposed sale or other transfer of the Restricted Unit during the Term, Owner shall submit to City: (a) a Notice of Intent to Transfer in the form attached hereto as Attachment 5, (b) a copy of the written agreement of purchase and sale, (c) the prospective purchaser's/transferee's income certification, evidence of the purchaser's/transferee's status as an Eligible Household, a list of all assets owned by the prospective purchaser/transferee and any information reasonably necessary to enable City to determine compliance with the terms of this Agreement, in a form reasonably approved by the City, and (d) the income certification to be provided to any lender making a loan on the Restricted Unit. City may require documentation reasonably evidencing and supporting the income and other financial information contained in the certifications, including the prospective purchaser's/transferee's income most recent income tax return. Within thirty (30) calendar days from receipt of the documentation, City shall render a decision of eligibility or noneligibility. If the prospective purchaser/transferee qualifies as an Eligible Household, the purchase price of the Restricted Unit is within the definition of Affordable Housing Cost and the sale or transfer complies with the City Inclusionary Housing Requirements, the City shall so certify in writing within such thirty (30) calendar days, and upon request shall execute a certificate, in recordable form, confirming that the proposed transaction complies with the requirements of this Agreement. If the prospective purchaser/transferee does not qualify as an Eligible Household, the purchase price of the Restricted Unit is not within the definition of Affordable Housing Cost or the sale or transfer does not comply with the City Inclusionary Housing Requirements, the City shall so notify Owner in writing, within such thirty (30) calendar days, stating the basis for its determination in reasonable detail and Owner shall not sell the Restricted Unit to such non-Eligible Household.

7. Ineligible Transfers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,

THERE SHALL BE NO SALE OR OTHER TRANSFER OF THE RESTRICTED UNIT

WITHOUT THE WRITTEN CERTIFICATION BY THE CITY THAT THE

PURCHASER / TRANSFEREE IS AN ELIGIBLE HOUSEHOLD, THE PURCHASE

Error! Unknown document property name.846822v3A 480087/0001

PRICE OF THE RESTRICTED UNIT IS WITHIN THE DEFINITION OF

AFFORDABLE HOUSING COST AND THE SALE OR TRANSFER COMPLIES WITH THE CITY INCLUSIONARY HOUSING REQUIREMENTS. ANY SALE OR

OTHER TRANSFER OF THE RESTRICTED UNIT IN VIOLATION OF THIS AGREEMENT SHALL BE VOID.

8. Permissible Transfers. The following transfers of title to a Restricted Unit or any interest therein are not subject to the City's prior written approval so long as the transferree's household (i.e., the persons or persons acquiring ownership of the Restricted Unit) qualifies as an Eligible Household and occupies the Restricted Unit in compliance with the terms of this Agreement: (a) transfer by gift, devise or inheritance to the spouse, issue or adopted child of the Owner; (b) transfer resulting from death of an Owner when the transfer is to a co-Owner or joint tenant; (c) transfer by an Owner to any person who becomes a co-Owner of the Restricted Unit provided (i) the Owner retains at least a 33% interest in the Restricted Unit, (ii) the co-Owner and Owner together qualify as an Eligible Household, and (iii) co-owner agrees to be bound by this Agreement by signing a copy of this Agreement and delivering it to the City; (d) transfer of title to a spouse resulting from divorce; (e) decree of dissolution or legal separation or from a property settlement agreement incidental to such a decree in which one of the Owners becomes the sole owner; (f) acquisition of title to the Restricted Unit or interest therein in conjunction with marriage; or (g) a transfer between co-Owners or a transfer by Owner into an inter vivos trust in which Owner is a beneficiary and Owner continues to occupy the Restricted Unit.

9. Effect of Sale. THE PURCHASER OF THE RESTRICTED UNIT FROM OWNER

SHALL ENTER INTO AND RECORD AT THE CLOSE OF ESCROW A NEW

REFINANCE AND RESALE LIMITATION AGREEMENT AND OPTION TO

PURCHASE, IN A FORM SIMILAR TO THIS AGREEMENT, SUPPLIED AND APPROVED BY THE CITY, AND FOR THE BENEFIT OF THE CITY. IF THE

PURCHASER FAILS TO EXECUTE A NEW AGREEMENT, PURCHASER WILL REMAIN SUBJECT TO THIS AGREEMENT. UPON THE CLOSING, AND

RECORDATION OF THE NEW REFINANCE AND RESALE LIMITATION

AGREEMENT AND OPTION TO PURCHASE, OWNER SHALL HAVE NO

FURTHER OBLIGATIONS OR LIABILITIES TO THE CITY WITH RESPECT TO

THE RESTRICTED UNIT, INCLUDING WITHOUT LIMITATION ANY

RESPONSIBILITY FOR COMPLIANCE BY THE PURCHASER OR ITS

SUCCESSORS WITH THE TERMS AND CONDITIONS OF THE NEW REFINANCE AND RESALE LIMITATION AGREEMENT AND OPTION TO PURCHASE.

10. City's Option to Purchase.
a. Option Notice. If Owner cannot in good faith, and despite using best commercially reasonable efforts, locate an Eligible Household to purchase the Restricted Unit at an Affordable Housing Cost, Owner shall have the right, but not the obligation, to give the City written notice of such circumstances (the "Option Notice"). However, the Owner shall not sell the Restricted Unit for a price that exceeds the Affordable Housing Cost or to a non-Eligible Household