89325 CMS — Rules & Legislation Committee, June 23, 2022

Approved as to Form and Legality
FILED

OFFICE OF THE CITY CLERK

OAKLAND
22JUL-7 ©j/WfAND CITY COUNCIL
89 3 2 5RESOLUTION NO. C.M.S.

RESOLUTION AUTHORIZING THE CITY ADMINISTRATOR TO

ENTER INTO A SUBDIVISION IMPROVEMENT AGREEMENT (SIA)

WITH OAK KNOLL VENTURE ACQUISITION, LLC FOR DEFERRED

CONSTRUCTION OF PUBLIC INFRASTRUCTURE IMPROVEMENTS
AS A CONDITION OF FINAL MAP APPROVAL FOR TRACT NO. 8320 (PHASE 1) LOCATED AT 8750 MOUNTAIN BOULEVARD (OAK
KNOLL PROJECT PHASE 1); AND MAKING APPROPRIATE

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) FINDINGS
WHEREAS, Oak Knoll Venture Acquisition, LLC, a Delaware limited liability company (“Subdivider”), is the Subdivider of the property at 8750 Mountain Boulevard identified by the Alameda County Assessor as APN 043A-4675-003-23, and by the Alameda County Clerk- Recorder as Tract No. 8320, and by the City of Oakland as 8750 Mountain Boulevard; and WHEREAS, the Subdivider has acquired by purchase for valuable consideration the real property comprising Tract No. 8320 through a grant deed, series no. 2014117035, recorded May 9, 2014, and grant deed, series no. 2017017623, recorded January 24, 2017, by the Alameda County Clerk-Recorder; and
WHEREAS, the Subdivider prepared for City Council consideration the Oak Knoll Mixed-Use Community Plan Project that provides for the development of 918 residential units, over 84 acres of parks and open space and over 72,000 square feet of neighborhood serving commercial space within the approximately 183-acre site, and submitted development applications for: a General Plan Amendment; Rezoning; a Preliminary Planned Unit Development Permit for the entire project; a Final Development Plan for Master Developer Site Improvements, a Final Development Plan for Club Knoll Relocation and Rehabilitation, a Vesting Tentative Tract Map (TTM 8320), a Conditional Use Permit for Shared Access Facilities, a Creek Permit, and a Tree Removal Permit ("Project"); and WHEREAS, as part of the Project, the Subdivider specifically applied to the City of Oakland for a Vesting Tentative Tract Map (TTM 8320) to subdivide said platted land, which proposed:
• Subdivision of existing lot into nineteen (19) parcels; and • The nineteen (19) parcels are to consist of commercial space, open space, community parks, Rifle Range Creek, public right-of-way, single-family residences and condominiums; and
• A maximum of 346 dwelling units for Phase 1 of the Project; and • Public access easements and public utility easements; and 1 WHEREAS, on November 7, 2017, the City Council approved the Vesting Tentative Tract Map for Tract No. 8320 and the land use entitlements (PLN15378) for the Project, and also certified the Supplemental Environmental Impact Report (SEIR) for the Project; and WHEREAS, the Subdivider has presented a Final Map to the City, identified as Tract Map No. 8320 (Phase 1), which proposes the subdivision of nineteen (19) developable parcels, identified as Parcels 4, 5, 6, 7 (Lots 170-196, AA, and Street “A”, “B”), 9 (Lots 197-231), 10 (Lots 232-233, 235-255), 11, 12, 19, 23, 24, A, B, G, H, L, M, N, and S. Parcel 5 is designated for commercial purposes, and Parcels 4, 6, 11, 12, 19, 23, and 24 are designated for condominiums. Parcels 7, 9, and 10 are designated for single family residential, and Parcels 7 and M have street right-of-way. The remaining parcels are for open space, creek, or community parkland; and
WHEREAS, through a separate companion Resolution, staff is seeking conditional approval of Final Map No. 8320 (Phase 1); and
WHEREAS, the Subdivider has employed a competent design professional, who is licensed by the State of California to practice civil engineering, to prepare plans and specifications for the construction of required surface and subsurface public infrastructure improvements in the public right of way and surface and subsurface improvements within private property common to subdivided lots known as private-public improvements; and WHEREAS, the City Engineer has approved infrastructure permit number PX1700067 and the Subdivider’s plans and specifications for construction of the required public infrastructure improvements, attached hereto as Exhibit A and incorporated herein; and WHEREAS, pursuant to Government Code section 66462 and Oakland Municipal Code section 16.20.100, as a condition precedent to approval of the Final Map for Tract No. 8320, the Subdivider has executed a Subdivision Improvement Agreement (SIA), attached hereto as Exhibit B and incorporated herein, assuring the timely construction, unconditional warrantee, and prescribed maintenance of all required public infrastructure improvements; and WHEREAS, pursuant to Government Code section 66499 et seq. and Oakland Municipal Code section 16.20.100, and as required by the (SIA), the Subdivider has deposited adequate security in the form of surety bonds to secure the Subdivider’s performance of the deferred public infrastructure improvements identified in the Subdivision Improvement Agreement; and
WHEREAS, this action is exempt from the requirements of CEQA pursuant to CEQA Guidelines sections 15061(b)(3) (no significant effect on the environment), 15183 (projects consistent with a community plan, general plan or zoning) and 15332 (infill development projects), each as a separate and independent basis and when viewed collectively as an overall basis for CEQA clearance; now, therefore, be it
RESOLVED: That the City Administrator or designee is hereby authorized to enter into an SIA with Oak Knoll Venture Acquisition, LLC for deferred construction of public infrastructure improvements as a condition to final map approval for Tract No. 8320 (Phase 1); and be it
2 FURTHER RESOLVED: That all documents related to this Resolution shall be reviewed and approved by the City Attorney’s Office prior to execution; and be it FURTHER RESOLVED: That the City Engineer is authorized to cause the fully executed SIA to be filed concurrently with the fully endorsed Final Map for Tract No. 8320 (Phase 1) for recordation by the Alameda County Clerk-Recorder; and be it FURTHER RESOLVED: That the City Council determines this action is exempt from the requirements of CEQA pursuant to CEQA Guidelines sections 15061(b)(3) (no significant effect on the environment), 15183 (projects consistent with a community plan, general plan or zoning) and 15332 (infill development projects), each as a separate and independent basis and when viewed collectively as an overall basis for CEQA clearance; and be it
FURTHER RESOLVED: That this Resolution shall be effective upon its adoption by a sufficient affirmative vote of the elected members of Council of the City of Oakland, as provided in the Charter of the City of Oakland.

JUL 1 9 2022IN COUNCIL, OAKLAND, CALIFORNIA,
PASSED BY THE. EOT T OWING VOTE:

MW GALLO, KALB, Mm/SMi REID, TAYLOR, THAO AND
'PRESIDENT FORTUNATO BAS
AYES -
a
NOES-/
ABSENT -p

ABSTENTION-
ATTEST:

City Clerk and Clerk of the Council of the
City of Oakland, California
Exhibit A, Final Tract Map No. 8320.

Exhibit B, Subdivision Improvement Agreement and Public Infrastructure Improvements. 3 EXHIBT A Tract 8320
OWNER’S STATEMENT
THE UNDERSIGNED, OAK KNOLL VENTURE ACQUISITION. LLC, A DELAWARE UMITED

LIABILITY COMPANY, HEREBY STATES THAT IT IS THE OWNER OF ALL THE LANDS

DELINEATED AND EMBRACED WITH THE EXTERIOR BOUNDARY LINES ON THE HEREIN MAP ENTITLED “TRACT 8320', THAT SAID OWNER ACQUIRED TITLE TO SAID VIRTUE OF THAT CERTAIN GRANT DEED RECORDED MAY 9, 2014 UNDER RECORDER'S SERIES NO. 2014117035, AND THAT CERTAIN GRANT JANUARY 24. 2017, UNDER SERIES NO. 2017017623. IN THE OFFICIAL ALAMEDA COUNTY, STATE OF CALIFORNIA; THAT IT CONSENTS TO THE PRE FILING OF THIS MAP.

CITY CLERK’S STATEMENT

STATE OF CAUFORNIA

COUNTY OF ALAMEDA
CITY ENGINEER’S STATEMENTi.

ACTING CITY ENGINEER. HAVING BEEN AUTHORIZED TO
PERFORM THE FUNCTIONS OF THE CITY ENGINEER OF THE CITY OF OAKLAND. DO HEREBY CERTIFY THAT I HAVE EXAMINED THE HEREON EMBODIED MAP ENTITLED “TRACT 6320“;

THAT THE SUBDIVISION AS SHOWN IS SUBSTANTIALLY THE SAME AS IT APPEARED ON THE TENTATIVE MAP, IF REQUIRED. AND ANY APPROVED ALTERATIONS THEREOF; THAT ALL THE

PROVISIONS OF THE SUBDIVISION MAP ACT AND OF ANY LOCAL ORDINANCE APPLICABLE

AT THE TIME OF THE APPROVAL OF THE TENTATIVE MAP, IF REQUIRED, HAVE BEEN COMPLIED WITH.

EMBODIED

LAND BY
l. ASHA REEO, CITY CLERK AND CLERK OF THE CITY

STATE OF CALIFORNIA, DO HEREBY CERTIFY THAT TH
“TRACT B320* WAS PRESENTED TO THE COUNCIL 0- THE CITY OF OAKLAND AT A

COUNCIL
IE HERE!

OF THE CITY OF

N EMBODIED MAP
OAKLAND.

ENTITLED

DEED RECORDED

RECORDS OF
PARAT10N AND REGULAR MEETING HELD ON THE

DID THEREUPON BY RESOLUTION NUMBER
. 20_ _AND THAT SAID COUNCIL
____APPROVE SAID MAP.

OF
IN WITNESS WHEREOF. I HAVE HEREUNTO SET MY HAND THIS DAY OF ______. 20.SAID OWNER HEREBY IRREVOCABLY OFFERS FOR DEDICATION TO THE CITY OF OAKLAND FOREVER. AN EMERGENCY VEHICLE ACCESS EASEMENT (E.V.A.E.) WITH THE PUBLIC RIGHT

OF INGRESS AND EGRESS UPON AND OVER THOSE AREAS OR STRIPS OF LAND LYING WITHIN THE LOT UNES OF THIS MAP LABELED PARCEL A AND PARCEL R; AND THAT

SAID AREAS OR STRIPS OF LAND SHALL BE KEPT OPEN AND FREE FROM ABOVE

BUILDINGS AND STRUCTURES OF ANY KIND EXCEPT APPLICABLE UTILITY STR AND APPURTENANCES, LANDSCAPING AND TREES. IRRIGATION SYSTEMS AND 7ENANCES. AND LAWFUL FENCES.

EREBY ACCEPT ON BEHALF OF THE CITY OF OAKLAND THE ARE
ICEL S. BARCELONA STREET, OAK LEAF BOULEVARD. GOLDEN ACORN WAY. LARRY REID DRIVE. COPPER LEAF DRIVE, DAY SPRING COURT, AND CREEKSIDE PARKWAY FOR PUBLIC

STREET AND UTILITY PURPOSES, THE AREAS DESIGNATED AS PARCEL A, PARCEL G, PARCEL H. PARCEL L. PARCEL M, AND PARCEL N, FOR PUBLIC USE, THE E.V.A.E. (EMERGENCY VEHICLE ACCESS EASEMENT), P.A.E. 'A* (PUBLIC ACCESS EASEMENT), P.A.E. 'B' (PUBLIC ACCESS EASEMENT), AND THE P.U.E. (PUBLIC UTILITY EASEMENT) AS HEREIN DEDICATED IN ACCORDANCE WITH SECTION 16.12.080 OF THE OAKLAND MUNICIPAL CODE.

I H AS DESIGNATED ASPAR
SIGNATURE:OUNDGR<

RES DATEUCTU
PRINTED NAME:

R.C.E. NO.

ACTING CITY ENGINEER
CITY OF OAKLAND. ALAMEDA COUNTY

STATE OF CAUFORNIA
APPUR
ID OWNER ALSO IRREVOCABLY OFFERS TO DEDICATE, FOR PUBUC USE: ACCESS, CREATION. PARKS AND OPEN SPACE FACIU71ES. TRAILS. UHUTJES, DRAINAGE, IN ESS AND THE CONSTRUCTION AND MAINTENANCE OF LANDSCAPING; THE LABELED PARCEL A.

SAI
RE'
AN
GRESS
PURSUANT TO GOVERNMENT CODE SECTION 66434(G). I HLR
OF THE HEREAFTER USTED EASEMENTS, THAT ARE LOCATE.)
MAP BUT ARE NOT SHOWN ON THIS MAP:
1) 5' S.S.E., PARCEL 1 RECORDED ON APRIL 2,

RECORDS OF THE COUN
2) 5* S.S.E., PARCEL 2 RECORDSRECORDS
3) 5’ S.S.E.
4) 5' SS.E.
5) 5’ S-S.E.
6) 5' S.S.E.

EBY ABANDON THOSE PORTIONS

WITHIN THE BOUNDARY OF THISD EGR

PARCELS OF LAND LYING WITHIN THE LOT UN
PARCEL G, PARCEL H, PARCEL L. PARCEL M.

TTHl

ES OF THIS MAP
AND PARCEL N. CLERK OF THE BOARD OF SUPERVISORS STATEMENT:

I. ANIKA CAMPBELL-BELTON. CLERK OF THE BOARD OF SUPERVISORS FOR THE COUNTY OF ALAMEDA. STATE OF CAUFORNIA, HEREBY STATE, AS CHECKED BELOW. THAT:
1953 IN EOOK 7011 AT PAGE 5 OF OFFICIAL
TY OF ALAMEDA, STATE OF CAUFORNIA.

IN BOOK
ALAMEDA. STATE OF CAUFORNIA.
6491 AT PAGE 347 OF
OUNTY 'F ALAMEDA. STATE OF CAUFORNIA.

SAID OWNER ALSO IRREVOCABLY OFFERS TO DEDICATE PUBUC ACCESS

THE PURPOSE OF RIGHT OF WAY FOR ANY AND ALL PUBUC USES TO OAKLAND UMITED TO THE AREAS DEUNEATED HEREIN AND DESIGNATED AS “P.A.E. A" (PUBUC ACCESS EASEMENT) UPON AND OVER THOSE AREAS OR STRIPS WITHIN THE LOT UNES OF THIS MAP LABELED AS PARCEL A AND PARCEL R.

EASEMENTS FOR

THE CITY OF

D ON APRIL

OF THE CO

RECORDED ON OCTOBER

OFFICIAL RECORDS OF TH
RECORDED ON APRIL 5. 1972 IN RE:*. 3099 AT IMAGE 663
RECORDS OF THE COUNTY OF ALAMEDA, STATE OF CAUFORl
ON JULY 23, 2002 AS DOCUMENT 200231356
OF THE COUNTY OF ALAMEDA, 5TATE OF CAUFO
ORDED ON MAY 10, 1974 IN REEL 3676 AT IMAGE 738
ORDS OF THE COUNTY OF ALAMEDA. STATE OF CAUFQR

2. 1953

UNTY OF
7011 AT PAGE 5 OF OFFICIAL [ ] AN APPROVED BOND HAS BEEN FILED WITH THE BOARD OF SUPERVISORS OF SAID

CONDITIONED FOR THE

PAYMENT OF ALL THE TAXES AND SPECIAL ASSESSMENTS COLLECTED AS TAXES

WHICH ARE NOW A UEN AGAINST SAID LAND OR ANY PART THEREOF BUT NOT YET PAYABLE AND WAS DULY APPROVED BY SAID BOARD IN SAID AMOUNT.

OF LAND LYING COUNTY AND STATE IN THE AMOUNT OF $1957 IN BOOK

10. E C(

OF OFFICIALSAID

OWNER ALSO IRREVOCABLY OFFERS TO DEDICATE A PUBUC ACCESS EASEME PURPOSE OF PUBLIC RIGHT OF PEDESTRIAN INGRESS AND EGRESS TO THE Cl THOSE STRIPS OF LAND DEUNEATED HEREIN AND DESIGN, “
NT FOR
TY OF
.. . .ATED AS

OR STRIPS OF
NIA.THE
OAK
PU
TO
_ AKLAND UMITED
“P.A.E. B’ (PUBUC ACCESS EASEMENT) UPON AND OVER THOSE AREAS LAND LYING WtTHIN THE LOT UNES OF THIS MAP LA8ELED AS PARCEL A.

RECORDED
RECORDS 7 OF OFFICIAL [ ] ALL TAXES AND SPECIAL ASSESSMENTS COLLECTED AS TAXES HAVE BEEN PAID AS CERTIFIED BY THE TREASURER-TAX COLLECTOR OF THE COUNTY OF ALAMEDA.

CAUFORNIA.

REC 3676

OA, STA
OF OFFICIALRECO NIA.

IN WITNESS WHEREOF. I HAVE HEREUNTO SET MY HAND THIS
. A.D. 20_______________.

DAY OFOFFERS TO DEDICATE PUBLIC UTIUTY EASEME
TIES INCLUDING BUT NOT UMITED TO WATER, SEWER.

OVERHEAD UNES. UNDERGROUND FACIUTIES AND ALL

CITY OF OAKL

SAID OWNER ALSO IRREVOCABLY
_ E PURPOSE OF PUBUC UTIUT1I
DRAINAGE PIPES. POLES,

RTENANCES DEEMED NEC
NTS
WER
FOR

THEAND GAS I FURTHER CER

MAP HAVE BEEN APPROVED BY TH
T1FY THAT ALL BOINDS AS REQUIREI
E CITY COUNCIL 0
IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND IKS _ _ _DAY OF D BY
>F OAK
lAW TO ACC
-AND AND FIL

OMPANY THE WITHIN
LED IN MY OFFICE.ISLAND OVER THEESSARY TO THE
HEREIN AND DESIGNATED AS "P.U.E." (PUBUC UTIUTY EASEMENT) OVER THOSE AREAS OR STRIPS OF LAND LYING WITHIN THE LOT UNES OF TH:

LABELED AS PARCEL A, PARCEL R. AND PARCEL 7.

APPU

DEUNEATED
OPERTY
' UPON AND
THIS MAP .. 20. ANIKA CAMPBELL-BELTON

CLERK OF THE BOARD OF SUPERVISORS
COUNTY OF ALAMEDA. STATE OF CAUFORNIA

THE REAL PROPERTY DESCRIBED BELOW IS HEREBY DEDICATED IN FEE FOR PUBUC STREET AND UTIUTY PURPOSES: THE PARCELS OF LAND LYING WITHIN THE BOUNDARY ES OF THIS MAP LABELED AS BARCELONA STREET, OAK LEAF BOULEVARD. GOLDEN T. LARRY REID DRIVE. COPPER LEAF DRIVE. DAY SPRING COURT, CREEKSIDE AND PARCEL S.

ASHA REED

CITY CLERK AND CLERK OF THE CITY COUNCIL
CITY OF OAKLAND. COUNTY OF ALAMEDA

STATE OF CAUFORNIA
BY:

DEPUTY COUNTY CLERK
RECORDER’S STATEMENTACORN WAY
PARKWAY. ,
SURVEYOR'S STATEMENT FILED THISAS OWNER:

OAK KNOLL VENTURE ACQUISITION. LLC. A DELAWARE UMITED UABILITY COMPANY DAY OF .. 20.

AT M.

THIS MAP WAS PREPARED BY ME OR UNDER MY DIRECTION (AND WAS COMPILED FROM

RECORD DATA) AND IS BASED UPON A FIELD SURVEY IN CONFORMANCE WITH THE

REQUIREMENTS OF THE SUBDIVISION MAP ACT AND LOCAL ORDINANCE AT THE REQUEST OF OAK KNOLL VENTURE ACQUISITION GROUP ON NOVEMBER 2016. I HEREBY STATE

T THIS FINAL MAP SUBSTANTIALLY CONFORMS TO THE APPROVED OR CONDITIONALLY D TENTATIVE MAP. IF ANY.

THE MONUMENTS ARE OF THE

AT THEY WILL BE SET IN

WILL BE, SUFFICIENT TO ENA

IN BOOK OF MAPS, AT PAGES
BY: OKP LAND HOLDINGS, LLC

A DELAWARE UMITED UABIUTY COMPANY
ITS: MANAGER
BY: OAK KNOLL VENTURE HOLDINGS, LLC

A DELAWARE UMITED UABIUTY COMPANY
ITS: MANAGER
AT THE REQUEST OF CHICAGO TITLE COMPANY.

MEUSSA WILK

COUNTY RECORDER
THA
APPRi
I HER posm
OVE
:EBY STATE
ONS 1NDICA
AND THE MONUMENTS ARE, OR ETRACED.

THAT

TED OR TH

CHARACTER AND OCCUPY THE

THOS- POSITIONS BEFORE MAY

BLE THE SUR
BY:

DEPUTY COUNTY RECORDERBY: 2023,
BE Rl
BY:

VEY TO
NAME:NAME: FEE
SERIES #DATE: DATE:

TRACT 8320
DAVIS THRESH. PLS 6868
DATE
PHASE 1
cmr PLANNING COMMISSION’S STATEMENT

THIS MAP IS BASED ON A TENTATIVE TRACT MAP APPROVED BY THE CITY PLANNING COMMISSION OF THE CITY OF OAKLAND AT THEIR MEETING ON____________________

AND WHEN RECORDED THIS MAP BECOMES THE OFFICIAL MAP OF THE LAND A 19 PARCEL SUBDIVISION ANO CONDOMINIUM PROJECT WITHIN
11, 12, 19, 23 ANO 24 AS DEFINED IN SECTION 4125 OF THE THE STATE OF CAUFORNIA, APPROVED FOR A MAXIMUM OF 346
AND ARE FILED PURSUANT TO THE SUBDIVISION TO THE SU0OI' PARCELS 4, 6,

VIL CODE OF

WEUJNG UNITS

VISION MAP ACT
aCITY SURVEYOR’S STATEMENT
I HEREBY STATE THAT I HAVE EXAMINEO THIS MAP; THA' THE SUBDIVISION AS SHOWN IS SUBSTANTIALLY THE SAME AS IT APPEARED ON TH;: TENTATIVE MAP, AND ANY APPROVED ALTERATIONS THEREOF; THAT ALL PROVISIONS OF THE CAUFORNIA SUBDIVISION MAP ACT AND ANY LOCAL ORDINANCES A°PUCABLE AT THE TIME OF APPROVAL OF THE TENTATIVE MAP. HAVE BEEN COMPLIED WITH; AND THAT I AM SATISFIED THIS MAP IS TECHNICALLY CORRECT. ___

20. DIVISION.

CONSISTING OF 9 SHEETS
BEING A SUBDIVISION OF PARCELS 1 THROUGH 3 OF THAT CERTAIN GRANT DEED RECORDED MAY 9. 2014 UNDER RECORDER'S SERIES NO. 2014117035, AND THAT CERTAIN GRANT DEED RECORDED JANUARY 24. 2017. UNDER SERIES NO. 2017017623, OFFICIAL RECORDS OF ALAMEDA COU
DATE

CATHERINE PAYNE

SECRETARY OF THE CITY PLANNING COMMISSION OF

THE CITY OF
0m
NTY.

OAKLAND

CITY OF QAKLANI
' ENTIRELY WITHIN THE
D. ALAMEDA COUNTY.

DATE: MAY 2022
LYI
m
3/j

CAUFORNIA
★, P§(8RAYMOND R. HEBERT, PLS 5670

CITY SURVEYOR OF OAKLAND

DATE NEERS-SURVEYORS-PLAHNERS

MOUTH TOST SHEET, SUITE SOO
SAM JOSE. CALFORMA W1IZ
EHGI
1730
£
SHEET 1 OF 9

BENEFICIARY'S STATEMENT
MSD CA PARTNERS. LLC., A DELAWARE UMITED UABILIT" COMPANY, AS BENEFICIARY UNDER DEED OF TRUST RECORDED JULY 30, 2020 AS DOCUMENT NO. 2020182954, OFFICIAL RECORDS OF ALAMEDA COUNTY. ENCUMBERING THE LAND HEREIN SHOWN.

HEREBY CONSENTS TO THE MAKING AND RUNG OF THIS MAP.

OWNER’S ACKNOWLEDGMENT

A NOTARY PUBLIC OR OTHEI

IDENTITY OF THE INDIVIDUAL

ATTACHED, AND NOT

R OFFICER COMPLETING THIS CERTIFICATE VERIFIES ONLY THE

WHO SIGNED THE DOCUMENT TO WHICH THIS CERTIFICATE IS
UTHFULNESS, ACCURACY. OR VALIDITY OF THTHE TR AT DOCUMENT )SS.

STATE OF CALIFORNIA
COUNTY OF ________ BY:ON
BEFORE ME. ., A NOTARY PUBLIC, NAME:

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 PERSONS(S). OR THE ENTITY UPON BEHALF OF WHICH THE PERSON(S) ACTED, EXECUTED THE INSTRUMENT.

UNDER PENALTY OF PERJURY UNDER THE LA
FOREGOING PARAGRAPH IS TRUE AND CORRECT.

TITLE:

CERTIFY

I AT THE

WS OF THE STATE OF CALIFORNIA
WITNESS MY HAND:

NOTARY'S SIGNATURE: _______________
PRINTED NOTARY'S NAME: ____________
NOTARY'S PRINCIPAL PUCE OF BUSINESS:

NOTARY’S COMMISSION NUMBER: _______
EXPIRATION OF NOTARY'S COMMISSION: _

BENEFICIARY'S ACKNOWLEDGMENT

A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE VERIFIES ONLY THE

IDENTITY OF THE INDIVIDUAL WHO SIGNED THE DOCUMENT TJ WHICH THIS CERTIFICATE IS ATTACHED. AND NOT THE TRUTHFULNESS. ACCURACY. OR VALIDITY OF THAT DOCUMENT)SS.

STATE OF CAUFORNIA
COUNTY OF _______
ON
BEFORE ME, ., A 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/THElf AUTHORIZED CAPACITIES), AND THAT BY HIS/HER/THE)R SIGNATURE(S) ON THE INSTRUMENT THE PERSONS(S). OR THE ENTITY UPON BEHALF OF WHICH THE PERSON(S) ACTED, EXECUTED THE INSTRUMENT.

CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAW
THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT.

BENCHMARK
CITY OF OAKLAND B.M. B14:

BEING A PIN IN MONUMENT

FAIRWAY AVENUE,
ELEVATION = 237.77 FEET BASED ON CITY OF OAKLAND DATUM.

WELL AT THE INTERSECTION OF SEQUOYA ROAD AND I
3 OF THE STATE OF CAUFORNIA
WITNESS MY HAND:

NOTARY'S SIGNATURE: _______________
PRINTED NOTARY'S NAME: ____________
NOTARY'S PRINCIPAL PUCE OF BUSINESS:

NOTARY'S COMMISSION NUMBER: _______
EXPIRATION OF NOTARY'S COMMISSION: _

GEOTECHNICAL REPORT

A GEOTECHNICAL REPORT ON THIS PROPERTY HAS BEEN PREPARED BY ENGEO INCORPORATED. ENTITLED "GEOTECHNICAL EXPLORATION". PROJECT NO. 5750.300.000. DATED JANUARY 30. 2017. A COPY OF WHICH HAS BEEN FILED WITH THE CITY OF OAKLAND.

VICINITY MAP N.T.S.SEISMIC HAZARD NOTE
THE REAL PROPERTY UES WITHIN THE FOLLOWING HAZARDOUS Al ZONE—UQUIFICAT10N ZONE PURSUANT TO SECTION 2696 OF THE P

THESE HAZARDS MAY UMIT YOUR ABIUTY TO DEVELOP THE REA
INSURANCE. OR TO RECEIVE ASSISTANCE AFTER A D
DISCLOSURES ARE BASED ESTIMATE WHERE NATUl
NIT1VE INDICATORS OF WHETHER OR NOT A PROP
DISASTER. TRANSFEREE(S) MAY WISH TO OBTAIN PROFESSIONAL HAZARDS AND OTHER HAZARDS THAT MAY AFFECT THE PROPERTY.

REA: A SEIJ
3UBUC RESO
AL PROPERTY.

E MAPS ON V
RAL HAZARDS EXIST. THEY ARE
'ERTY WILL BE AFFECTED BY A NA

ADVICE REGARDING THOSE
SMIC H
AZARD
URCES CODE.

TO OBTAIN THESE

E NOT TURAL
ISAS TER. TH
WHICH
DEF1
TRACT 8320
PHASE 1
A 19 PARCEL SUBDIVISION

11. 12. 19. 23 AND 24 AS DEF1
THE STATE OF CAUFORNIA. APPROVED FOR

AND ARE FILED PURSUANT TO THE SUBDIVISION
CONSISTING OF 9 SHEETS

AND CONDOMINIUM PR
IN SEC
OJECT WITHIN PARCELS 4. 6,
:T10N 4125 OF THE CIVIL CODE OF
A MAXIMUM OF 346 DWELLING UNIT
(VISION MAP A'
NED
Xlh
TO
IIT5
CT

THE SUBO
BEING A SUBDIVISION OF PARCELS 1 THROUGH 3 OF THAT CERTAIN GRANT DEED RECORDED MAY 9, 2014 UNDER RECORDER'S SERIES NO. 2014117035, AND THAT CERTAIN GRANT DEED RECORDED JANUARY 24, 2017, UNDER SERIES NO. 2017017623, OFFICIAL RECORDS OF ALAMEDA COUNTY.
4M****************************************** •#•*••••***•*•****••*••

WITHIN THE
A COUN
DATE: MAY 2022
LY1

CITY OF OAKLAN
NG f AND.

ENTIRELY
ALAMED

TY, CAUFORNIA
PI
ENGINEEjB-SURVrrORS—PLANNERS
1730 NORTH FIRST STREET, SUITE MO
SAN JOSE. CAUFORMA 9S112
SHEET 2 OF 9

/ / TRACT 8320SEE DETAIL "B', SHEET ~ _“ " Ism--------------- OB- Bl
!TRACT see /
4r
PHASE 1

THACT SOJO
«tsss5555T-
2t«waa|
......... .JjBAQT m/J* 5231 W 043 A 19 PARCEL SUBDIVISON AND CONDOMINIUM PROJECT WITHIN PARCELS 4, 6. 11, 12, 19, 23 AND 24 AS DEFINED IN SECTION 4125 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, APPROVED FOR A MAXIMUM OF 346 DWELLING UNITS AND

ARE FILED PURSUANT TO THE SUBDIVISON TO THE SUBDIVISON MAP ACT CONSST1NG OF 9 SHEETS
..........(iW4T9>W ^
"• SfflSur-. |,
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PARCEL
BEING A SUBDIVISON OF PARCELS 1 THROUGH 3 OF THAT CERTAIN GRANT DEED RECORDED MAY 9, 2014 UNOER RECORDER'S SERIES NO. 2014117035.

AND THAT CERTAIN GRANT DEED RECORDED JANUARY 24. 2017, UNDER SERIES NO. 2017017623, OFFICIAL RECOROS OF ALAMEDA COUNTY.
******"-************’» •»•***»***•*««««***»*•*•»«*»*«*••««*** **•*•»•■—

FOUND NALSETIN
8"x8* CONCRETE BLOCK
HON #1, PER K11
ON SHEET 6DESIGNATED
REMAINDER PARCEL NO. 1 PER V DEEDS, 50 I
CAP I \FOUND 3/4* REBAR
*PL5 6251*. PER R4
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1 NG ENTIRELY WITHIN THE

OTY OF OAKLAND, ALAMEDA COUNTY,
DATE: MAY 2022
EMGINEERS-5URVEY0R5-PLANNER3
' ^ 1790 NORTH FKST STREET, SUITE KMttKSmm ram jose. caufdrma asm o« \
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FRMIStMMB art «F OAKLAND STREET MONUMENTS ALONG KELLER AVENUE. AND MONUMENTS SET BY VE5XE (PLS8231). 2* BRASS SBC m SPMtC M tfttALT STAMPED *VESKE LAND SURVETNG* [Al AND 3/4* REBAR WTH PLASTIC CAP AND TAG [B] AS SHORN ON MBCBD of onw m hh (21 R/s esx held the found r disk and the rebar for the northwest boundary une.

CttCaATSP APWCPIT NKCELS BASED ON DEEDS AND OFFICIAL MAPS ON RECORD, HOLDING THE MOTH OF KELLER AVENUE AT 100 nt AMD HStQHG WE K9H0NS OF THE STREET MONUMENTS AS FOUND.

NORTHEASTERN UNES (DESIGNATED REMAINDER PARCEL NO. 2):

HELD IRON PPES FOUND ON THE NORTHEAST CORNER [C]
FCR UNE, AND PROMOTED IT TO WTERSECT THE ABOVEMEN1TONED NO

TTVE ANGLES) FROM THAT CERTAIN GRANT OF EASEMENT (RE
*1* CF THAT CERTAM QUITCLAIM DEED (RE 5703 N 51); TH

IRSES AND CONTAMS TYPOGRAPHICAL ERRORS AND FAILURES TO RECALCULA : 2246 IM 1). WHOSE COURSES ARE COUNTERCLOCKWISE.
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REMAINDER PARCEL NO. 2
\ ra<fLMi Si AND ON IKE SOUTHEAST CORNER 1

ORTHWESTERN BOUNDARY
: 2246 M

THE DESCRPTON
(294 M 42-45)
, (DISTANCES,
4ED BASIS FDR THE
ARCS. *1* (RE 2246 M I)
. BEARINGS FROM SAD
OF PARCEL MAP 8927
' HELD RECORD DATA
WHS 5 THE PRESUM
,1 1
V z___A,^J \ \ RADCL DELTAS AND RELA

DESORPTION OFT
FOLLOWS CLOCK*

GRANT OF EASEMENT
01 jests??*
\
.O^ PARCa
ISE9 It. OF SAD Pi
OE RADIAL**. \%\ V°
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PARCEL A # \l \$ \Ur
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SOUTHEASTERN BOUNDARY UNES (DESIGNATED REMAINDER PARCEL NO. 2):

UNE: ONE LOCATED ON
i FOUND IRON PPE [E]
ARCEL T OF ARCa
\\ * HELD FOUI
8730 (284

NO IRON PPES FOR
M 83-85) [0} ANO
THE SOUTHEAST CORNER OF Pi
BEING THE NORTHEAST CCRNER OF Pi
OF EASEMENT (RE 2248 IM 1).

THE NORTH UNE OF FORM
ON THE

KTCLAIL DEED

OF SAD QUITCLAIM
(AS SHOW ON
(294 M 42-46),
1 BARCELONA STREET
OF PARCEL MAP 6827
PAMS. MAP

ALSO BONG
PM 8730, ALSO

CORNER OF SAD
\ SOUTHEAST CORN.
(RE 5703 W 51)

DEED (RE
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PRESWtWE BASE
BEING THE SOUTHEAST\4* i v\
PARCEL 5 \
GRANT
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\*\ ALIGNED THE SOUTTCASTERLY UNE OF SAD PARCa *2*
SUBOMSXM (28 M

AND THE DON PPE
(RE 2248 IM 1) TO THE NORTHWESTERLY UNE OF THE SEQUOYAH HILLS ESTABUSED BEWTEEN FOUND MONUMENT^ THE 1-1/fc* IRON PIPE SHOW ON PARCEL MAP 8927 (294 M 42YEL ON THE SOUTHEAST CORNER OF PARCEL MAP 8927 (294 M 42-45), i & N \\
63).

K§ SEE SHEET T \
§0 I “'J.FOUNO STATE MON 5X;
Z pfle V SEE DETAIL 'D*.
1 VC\&4? ^ \J \ \ IMS RESULTS N AN OVERLAP OF PARCa *1* ANO PARCa ‘2*. THOUGH THE TWO PARCELS OF SAD

A ROAD EASEMENT EHDENCE
50 SADTCLAM DEED (RE 5703 N
: 2246 U 1) PREDAONG

KELLER AVENUE MO

RELATIVE BEARING ANO DISTANCE CF
OUT
(RE
SHEET 4 \ . WERE SWUITANEUISLY CREATED. KELLER AVENUE HAS A LONGSTANDING USE AS 4 QUITCLAM DEED. AND IS ADOTTIONAllY WELL HONUMENTED. DUE TO THE STRONGER s. \ ITS LONGER HSIORY AS A ROAD EASEMENT, PARCEL *1* WAS TREATED AS BEING SENIOR, ------------------- \ THE FIRST COURSE CF PARCEL *1*. DESCRIBED AS *N82T»‘42*W. 28658 FEET. WAS HELD. ■^^2^ n uf « JwE OTHER SOUTHEASTERN BOUNDARY UNES WERE RETRACED FROM THE WRIGHT CIVL ENGMEERS * SURVEYORS Nt TVELVE (12) MONUMENTS WERE 5 1 OF THE LOCATION

AND THE
§ ON SHEET 4 ,
- I v-TOUND 3/4 WON PIPE
‘ ^ W/PLASOC PLUG *LS 5944*. PER R8
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PARCa MAP 8730 (284 M 63-65) PREPARED 8T HER fc
FOUND AS DESCRBED FROM THIS MAP.

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t
PM
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# kh SOUTHERN BOUNDARY UNES

FOUND STANDARD CITY OF OAKLAND STREET MONUMENTS ALONG SEQUOYAH AVENUE (FORMERLY OAK KNOLL BOULEVARD) AS SHOW AND MAP ENTITLED FAIRWAY ESTATES IN OAK KNOU. (16 M 59). THE HORIZONTAL POSITIONS OF THE FOUND DEFME STREET CENTERLMES AND TANGENTIAL LINES, AND RE WDTH OF THE ROAD WAS UPHELD AT 50-FEET , BUT ADAISRNG THE DISTANCES DESCRIBED FROM THE LEGAL DESCBl JANUARY 16, 1943 IN THE DISTRICT COURT OF THE UMTED STATES ANO N58’44’27'E 2182.39’
(NSTStfSTE 2182.12712

PARCEL L-
m
1 -[E] FOUND 1* IRON P!PE(OPEN)S£OUOYAH HLLS SUBDMSiONf/ DESCRBED ______D ON THE TRACT

MONUMENTS WERE HELD TO
HOE. WOE HOUWNG OVEN RADI. DaTAS, RELATIVE ANGLES,
OF THE PARCa (OHL NO 22087-R FINAL UDGEMENT FILED J
THE NORTHERN DISTRICT OF CAUFORMA SOUTHERN DM90N).
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SOUTHWESTERN BOUNDARY UN

HELD NORTHWEST CORN

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DESORPTION 1

STATES AND FOR THE NORT

WERE USED TO RETRACE RE

DELTA ES
J 2*FOUND [A]

CAP AND TAG AS
CF THE PARCa (0
HER.
0 Tl

BRASS DISK WITH SPKDLE N ASPHALT SO
SHOW ON RECORD OF SURVEY NO. 1444 (2t R/S
VL NO 22087-R FNAL JUDGEMENT FLED JANUARY

KERN DISTRICT OF CALIFORNIA

J SOUTHWESTERLY BOUNDARY UN
AMPED *VE5KE LAND SURVEYMG* AND 3/4*
AS THE PONT CF 8E0NNMC CF THE

THE DISTRICT COURT OF THE
CES RADa DELTAS, RELATIVE
REBAR
LEGAL
UNITED
ANGIES
(Hh7V34‘34* 1-74.95712
C3 eaocr 7033*39* 72.39' 89).
16, 1943 IN
SOUTHERN DIVISION). RECORD OISTAN ES.

TAIN BOULEVARD. DESCRBED AS STATE MONUMENT 5A ON THE TRACT MAP 4108 (120 M 13) 2* BRASS DISC DOES NOT SEEM TO MARK A PROPERTY CORNER, BUT SHOW AS A REFERENCE TRACT MAP. THE OTHER MONUMENTS ALONG THE WEST UNE OF MOUNTAIN BOULEVARD AS THS CERTAIN TRACT MAP WERE SEARCHES FOR BUT NOT FOUND.

F
slfl
149.99" 1f.81*04 7316*21*kl
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ONE MONUMENT WAS FOUND
RECORDED ON JULY 14. 198a
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PONTS ON SAID

DMENSIONS ON '
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SURVEY CONTROL
i DESCRBED WITHUNE TABLE LEGEND
NO. BEARING LENGTH to
SET 3/4* RON PPE, WITH PASOC CAP. TAGGED *LS 6668*
SET 2-1/2* BRASS DISC WITH PUNCH MARK AND STAMPED *LS
6666*. IN CONCRETE BASE, INSBE CIRCULAR MONUMENT WELL.

WITH FRAME AND COVER

FOUND BRASS DISK MONUMENT AS NOTED
FOUND STANDARD OTY OF OAKLAND MONUMENT. MONUMENT
TAGS/DENTtflCATION SHOW HEREON

FOUND REBAR A PLASTIC CAP, OR AS NOTED
PAS.E. SAN

ITART SEWER EASEMENT SURVEY

NOT FOUND
PUBLIC
RECORD

SEARCHED FOR I

RADIAL BEARING

TOTAL DISTANCE VALUE
or R1 RECORD RECORD
RECORD
or R4 RECORD
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or R6 RECORD
or R7 RECORD DATA PER *FAIRWAY ESTATES
N OAK KNOLL*. IB M 59-61
DATA PER PM B73a
DATA PER *MAJ» OF
SEQUOYAH HUS*. 28 M 63
RECORD DATA PER 766 OR 472
UNRECORDED EJJ4.UJ. MAP
ON NO. S DATED *16 Oct 72*
PM 2783, 113 M 3
\ PER PM 8410, ____M_____

DISTANCE FROM RECORD DATA
Ji
13 N5B*44TB*E 44.46* SNFIparcel7,
FABWAY EST.
(N2019,5TW 30&86712
L4 N1ff32*30 rW 306.93*
ill j. & DATA PER

DATA PER
TRACT 5019, 144 M 3
1849, 25 M 74
PM 8927, 294 M 42
RS 1444, 21 M 69
DATA PER TRACT 568, 25 M 79
DATA PER TRACT 723. 11 M 65
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cr R2
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DATA PER

OATA PER
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1. ALL DISTANCES AND DUEN90N5 ARE IN FEET AND DECIMA15 THEREOF.

UNE NNCATES THE BOUNDARY OF THE LAND
ANO CONTAMS AN AREA OF 73.734 ACRES,

3. SEE SBET5 5 THROUGH 9 FOR PROPOSED LOTS,
STREET MONUKEHTATION.

4. EASEMENT UNES WITHOUT BEARMGS ARE PERPENDICULAR
PARALLEL WITH PROJQMATE EASEMENT AND/OR LOT UNES.

L aJ i * XL7 N4T59*20*W 22.00*
(THE OISTtNCTIVE

SUBDIVDED BY THIS MAP
MORE OR LESS. iFOUND RON PIPE MONUMENT AS NOTED

DISTINCTIVE BORDER LME

MTERIOR LOT UNE (E
SEE DETAIL V. SHEET4
N42D0*40*ELS ea7T

BASS OF BEARMGS
THE 8EARMGS SHOW CN THIS SURVEY ARE E
NORTH AMERICAN DATUM OF 1983 (HAD 83) (
ZONE 3. THE COORDINATES WERE CETERMMED
NAD 83. CCS83 (EPOCH 2002.75)

VALUES OF HGS CONTROL POMTS
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EASEMENTS ANDBASED ON THE
CCS83, CAUFORMA
' BY HOLDING THE

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cr R9 RECORD
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--------------CENTERLM--------------SsaenL10 N3115*06*W 225.80* UNE --------------MONUMENT UNE
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EMERGENCY VEHICLE ACCESS EASEMENT

RON PPE MONUMENT

NOT TO SCALE

PUBLIC ACCESS EASQENT

PRIVATE INGRESS ANO EGRESS EASEMENT
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LP. DATA
1 PER
3670-G, REVISE

DATA PER
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Na

DISTANCES SHOW

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SHOW BY 1.000070754.

I ARE BASED ON NA063. CAU
GROUND DISTANCES, MUL1PLY
"A ZONE 3. ANCES
FORM.

DtSTA
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NTS TO MONUMENT DISTANCE
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cr R12 RECORD
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PM [ J
NTS
TO
KEYMAP * TIES TO MONUMENT UNE
PROPOSED SUBDIVISION * EASEMENTS
P.

P.PRO-
SHEET 3 OF 9

SHEET 5 OF 9

EXHIBIT B

SUBDIVISION

IMPROVEMENT

AGREEMENT

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Oakland
Planning and Building Department
Dalziel Administration Building
250 Frank H. Ogawa Plaza - 2nd Floor
Oakland, CA 94612
Attention: City Engineer
This document is exempt from payment
of a recording fee pursuant to California
Government Code section 27383.

SPACE ABOVE FOR RECORDER’S USE

SUBDIVISION IMPROVEMENT AGREEMENT
Deferred Construction of Public Infrastructure Improvements 8750 Mountain Boulevard
Final Map No. 8320 (Phase 1)
This SUBDIVISION IMPROVEMENT AGREEMENT (“Agreement”), dated March , 2022 (“Effective Date”), is entered into by and between the City of Oakland, a California municipal corporation (“CITY”), and Oak Knoll Venture Acquisition, L.L.C., a California limited liability company (“SUBDIVIDER”), collectively “Parties,” with reference to the following facts and circumstances:

RECITALS
The SUBDIVIDER has presented a Final Map for Phase 1 of the development to the City, identified as Final Map No. 8320 (Phase 1), of a proposed subdivision of the Oak Knoll Mixed Use Development Project located within the corporate limits of the CITY, which are identified by the Alameda County Assessor as parcel numbers 043A-4675-003-23; 043A-4674- 047-01; 048-6870-001-00; 037A-3152-008; 037A-3152-009 and by the CITY as 8750 Mountain Boulevard. The Final Map for Phase 1 is attached hereto at Exhibit A.

The Final Map has been prepared in accordance with the Subdivision Map Act of the State of California, the subdivision ordinances of the CITY, and the vesting tentative tract map of the subdivision previously approved by the City Planning Commission and the City Council on November 7, 2017.

Final Map No. 8320 (Phase 1)
Subdivision Improvement Agreement page 1 of 17

As a condition precedent to the CITY’s approval of the proposed Final Map, the CITY requires the irrevocable dedication of public right-of-way and public easements shown on the proposed Final Map. In addition, the CITY requires the construction of public infrastructure improvements to be located off-site in the CITY right-of-way and on-site in to be dedicated right- of-way and public easements that customarily include, but are not limited to, grading, paving, striping and lettering, curbs, gutters and sidewalks, trees, landscaping and irrigation, retaining walls, storm drains and sanitary sewers, street name and public transportation signs, survey monuments, electricity, communication, water, and natural gas utility mains and branch piping and wiring, fire hydrants, street light electroliers, traffic control and curb parking signs, signals and meters, and all appurtenances thereto (collectively, the “Public Infrastructure Improvements”).

In furtherance of the construction of the Public Infrastructure Improvements, in 2019 the City issued PX-Permit No: PX1700067 authorizing the construction the Public Infrastructure Improvements required prior to approval of the Phase I Final Map. The Parties also entered into an “Agreement for the Private Construction of Infrastructure Improvements” in August 2019 (“2019 Agreement”). A recorded copy of this Agreement is attached as Exhibit B and incorporated herein by reference. The 2019 Agreement states that “the ‘infrastructure improvements and works’ covered by this Agreement comprises [sic] Phase I of the master development improvements described in the Final Development Plan, Master Developer Site Improvements, including installation of improvements for sewer, storm drainage, creek restoration, streets, pedestrian and vehicular bridge, sidewalks, streetlights, trails, parks, entry monumentauon, landscaping and dry utilities for the eventual development of Phase i of the mixed use residential community known as the Oak Knoll Master Planned Community, all in accordance with [plans and civil drawings specified in the PX-Permit].” The improvements addressed in the 2019 Agreement are referred to herein as the “Phase la Improvements.” D.

E. Pursuant to the 2019 Agreement SUB DIVIDER provided an Engineer’s Estimate for the Phase la Improvements in the amount of $8,195,050, a labor and material payment bond guaranteeing payment of workers, a performance security bond guaranteeing completion of the infrastructure improvements, and a warranty and maintenance security bond guaranteeing maintenance of the infrastructure until acceptance by CITY. The 2019 Agreement also set forth the Parties’ agreement with respect to SUBDIVIDER’s warranty for the Phase la Improvements, protocols for acceptance of the improvements and issuance of a Certificate of Completion, performance criteria, equitable extension of deadlines for performance, dispute resolution, and insurance requirements.

F. The Conditions of Approval for the Oak Knoll Master Planned Community require completion of two additional improvements prior to the approval of the Final Map that were not anticipated in the 2019 Agreement. These improvements shall be referred to herein as the “Phase lb Improvements” and include (a) the installation of surveyor’s monuments and (2) the installation of sewer laterals to individual lots in Parcel 7. An Engineer’s Estimate for the Phase lb Improvements has been prepared in the amount of Four Hundred Sixty-Five Thousand Four Hundred Dollars ($465,4000) and is attached hereto at Exhibit C.

G. The SUBDIVIDER has asked the CITY and local public utility companies to accept the ownership and permanent maintenance of the applicable required Phase la and Phase lb Public Infrastructure Improvements.

Final Map No. 8320 (Phase 1)
Subdivision Improvement Agreement page 2 of 17

The required Public Infrastructure Improvements are either under construction or will shortly be under construction but have not been completed or accepted by the CITY. Consequently and in consideration of the approval of the Final Map and acceptance of the irrevocable offers of dedication of public right-of-way and public easements and acceptance of the ownership and permanent maintenance of the required Public Infrastructure Improvements to be owned and operated by the City, the parties desire to establish an Agreement reaffirming the SUBDIVIDER’s commitments to complete the Phase la Improvements pursuant to the terms and conditions of the 2019 Agreement, attached hereto at Exhibit B. and binding the SUBDIVIDER to completing required Phase lb Improvements pursuant to the terms and conditions herein.

AGREEMENT
ACCORDINGLY, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the CITY and the SUBDIVIDER agree as follows:

1. Approval of Final Map
Approval of the Final Map by the CITY shall be conditioned upon recordation of this Agreement with the Alameda County Recorder, as well as SUBDIVIDER’s satisfactory performance of its obligations specified in this Agreement, as determined by the CITY.

Construction of Public infrastructure improvements2.

The SUBDIVIDER shall construct the Phase la Improvements in strict accordance with the provisions of the 2019 Agreement and shall construct the Phase lb Improvements in strict accordance with all permits, specifications, plans and applicable CITY standards and performance criteria as specified in the permits incorporated by reference pursuant to Section 21, the Conditions of Approval for the Project, and the Oakland Municipal Code, and any other relevant Federal, State or local regulations, as well as those set forth below in Section 3, Special Conditions. If there are conflicts between the provisions of the 2019 Agreement and this Agreement regarding the Phase la Improvements, the terms and conditions of the 2019 Agreement shall control.

3. Special Conditions
With respect to the Phase lb improvements, the SUBDIVIDER shall comply with the special conditions as follows:

The Phase lb Improvements shall conform to the performance criteria specified in Oakland Municipal Code Chapter 16.16 - Design Standards and in Standard Details for Public Works Construction and Standard Specifications for Public Works Construction, current editions.

The time duration for the completion of the Phase lb Improvements, as set forth in Section 4 below, shall include allowance for construction workday delays attributable to consecutive and intermittent inclement weather, as has been recorded by the United States Weather Bureau for the CITY and surrounding area and seasonally averaged for the previous ten years.

All construction activities related to the Phase lb Improvements (including, withoutC.

Final Map No. 8320 (Phase 1)
Subdivision Improvement Agreement page 3 of 17

limitation, hours, days, and months of operation and control of public nuisance conditions) shall conform to the requirements of all CITY Conditions of Approval for the project, the Oakland Municipal Code, including section 15.04.780 and subsections 3304.6 and 3304.11 and the Standard Conditions of Approval and Mitigation Monitoring and Reporting Program (“SCAMMRP”) approved by the City Council on November 7, 2017.

Performance standards for the construction of the Phase lb Improvements shall comply with the requirements of Oakland Municipal Code chapter 17.120 and with regional, state, and federal regulations for “Best Management Practices” for erosion and sedimentation control, including a California Construction General Permit with a Storm Water Pollution Prevention Plan (SWPPP - “C6”) provided by a Qualified SWPPP Developer (QSD) and monitored by a Qualified SWPPP Practitioner (QSP).

In order to safeguard life, public and private property, and to ensure that the work will be carried out in an orderly manner in conformance with all regulations and without creating a public nuisance, the City Engineer may add to, remove, or change these Special Conditions from time to time during the duration of the permit as he or she deems reasonably necessary.

Completion of Public Infrastructure Improvements4.

All construction of the required Phase la and Phase lb Improvements shown in Exhibit C shall be completed by the SUBDIVIDER within one (1) year of the Effective Date of tins Agreement, except those required improvements for which another completion dace is stated in Exhibit C. Construction of the required Phase lb Improvements shall not be deemed complete until an unconditional Certificate of Completion, signed and stamped by the SUBDIVIDER’s engineer, has been received by the CITY and an unconditional certificate of completion confirming that the subject improvements are ready for their intended use and have been completed substantially (a “Certificate of Completion”) has been issued by the City Engineer. The provisions of Section 13 of Exhibit B of the 2019 Agreement regarding Final Completion of the infrastructure and Work apply to the Phase la improvements.

The City Engineer may extend the time for completion of the required Phase la and Phase lb Improvements upon demonstration of good cause. The City Engineer shall be the sole and final judge as to whether or not good cause has been shown to entitle the SUBDIVIDER to an extension under this Section 4B.

An extension may be granted without notice to the SUBDIVIDER’s surety, and extensions so granted shall not relieve the surety’s liability on any of the bonds required by this Agreement.

In the event that an extension is granted, the SUBDIVIDER agrees to promptly extend the term of all surety bonds securing its performance under this Agreement, and/or provide additional bonds or other surety acceptable to the CITY. All such bonds and/or other surety are subject to review and approval by the City Attorney for legal sufficiency, and if no bonds or other surety acceptable to the City Attorney are provided to secure the SUBDIVIDER’s performance, the extension shall be void.

5. Acceptance of Dedications and Ownership of Public Infrastructure Improvements Final Map No. 8320 (Phase 1)
Subdivision Improvement Agreement page 4 of 17

Upon final approval of the Phase la and Phase lb improvement permits and unconditional issuance of a Certificate of Completion, all irrevocable offers of dedication of public rights-of-way and public easements will be accepted by the CITY, and all improvements required by this Agreement shall become the sole property of the CITY. The CITY will subsequently accept the permanent maintenance of the Phase la Improvements in accordance with 2019 Agreement and will accept the permanent maintenance of the Phase lb Improvements as set forth below in Sections 7, Maintenance of Public Infrastructure Improvements, and Section 8, Guarantee of Workmanship and Warranty of Equipment, Materials, and Expertise.

6. Responsibility for Public Infrastructure Improvements Until the Certificate of Completion is unconditionally issued, the SUBDIVIDER shall give good and adequate warning to the public of each and every defective or dangerous condition existing or arising within all public right-of-way and public easements offered for dedication, and shall adequately protect the public from said unsafe conditions. Warning to and protection of the public shall remain the sole responsibility and expense of the SUBDIVIDER until such time as the Certificate of Completion is unconditionally issued.

Maintenance of Public Infrastructure Improvements7.

Until two (2) years have elapsed following the unconditional issuance of the Certificate of Completion, the SUBDIVIDER shall maintain the construction of the Phase lb Improvements and shall immediately perform or cause to be performed at its sole expense all necessary repairs, replacements, additions, or other corrective actions.

8. Guarantee of Workmanship and Warranty of Equipment. Materials, and Expertise Until two (2) years have elapsed following the unconditional issuance of the Certificate of Completion, the SUBDIVIDER warrants that the Phase lb Improvements, including the equipment and materials provided for the required improvements, are and will be free from defects and guarantees that the construction of the required improvements is and will be free from deficiencies and that the required improvements will perform satisfactorily in accordance with the specifications, plans and applicable CITY standards and performance criteria as specified in Exhibit A and set forth above in Section 3, Special Conditions. The SUBDIVIDER further warrants that its design professionals are competent, that their analyses are adequate, and that their designs will meet or exceed the applicable CITY standards and performance criteria and in strict accordance with all permits, specifications, plans and applicable CITY standards and performance criteria as specified in the permits incorporated by reference pursuant to Section 21, the Conditions of Approval for the Project, and the Oakland Municipal Code, and any other relevant Federal, State or local regulations, as well as those set forth below in Section 3, Special Conditions.

If at any time before the expiration of the guarantee and warranty period specified herein said designs prove to be inadequate in any respect, as determined by the City Engineer, the SUBDIVIDER shall make changes at its sole expense necessary to assure conformance with said standards and criteria.

9. Inspection of Construction
Final Map No. 8320 (Phase 1)
Subdivision Improvement Agreement page 5 of 17

Inspection of the construction and equipment and materials, or approval of the construction and equipment and materials inspected, or statement by any officer, agent, or employee of the CITY indicating the construction and equipment and materials, or any part thereof, comply with the requirements and conditions of this Agreement, or acceptance of the whole or any part of the construction and materials, or payments thereof, or any combinations, or any combination, or all of these acts shall not relieve the SUBDIVIDER of its obligation to fulfill this Agreement as prescribed herein; nor shall the CITY be thereby estopped from bringing any action for damages arising from the failure of the SUBDIVIDER to comply with any of the requirements and conditions of this Agreement.

10. Payment of Fees and Penalties and Accrued Interest
Prior to issuance of the Certificate of Completion and prior to acceptance by the CITY of the required Public Infrastructure Improvements for permanent maintenance, the SUBDIVIDER shall pay all fees and penalties and accrued interest to the CITY and other public agencies that remain unpaid. Interest on amounts owed to the CITY shall accrue at the rates set forth in its Master Fee Schedule and from the date that the fees and penalties are assessed and shall continue until full payment is received, whether or not any conditions of this Agreement are extended or modified.

11. Reversion to Acreage
If the SUBDIVIDER fails to perform its obligations under this Agreement, the SUBDIVIDER consents to the reversion to acreage of the land that is Lhe subject of tins Agreement pursuant to Government Code section 66499.16, and to bear all applicable costs.

12. Property Acquisition
If the SUBDIVIDER is unable to acquire property required for the construction of required improvements, the SUBDIVIDER agrees to execute the standard CITY Contract for Real Property Acquisition to provide for acquisition through eminent domain.

13. Security
For the Phase lb Improvements, the SUBDIVIDER shall present to the CITY surety bonds, in a form satisfactory to the City Attorney, issued by a corporate surety authorized to issue said security in the State of California as follows:

Before execution of this Agreement, the following securities shall be presented:A.

Faithful Performance Bond in a face amount not less than Four Hundred Sixty-Five Thousand, Four Hundred Dollars ($465,4000) , which is the full amount (one-hundred percent) of the City Engineer’s total estimated cost for constructing the required Phase lb Improvements, to secure faithful performance of this Agreement by the SUBDIVIDER; and

1. Labor and Materials Bond in a face amount not less than Two Hundred Thirty-Two Thousand, Seven Hundred Dollars ($232,700) , which is one-half (fifty percent) of the full amount of the City Engineer’s total estimated cost for constructing the Phase lb Improvements, to secure payment by the SUBDIVIDER to its contractor, subcontractors, laborers

2. Final Map No. 8320 (Phase 1)
Subdivision Improvement Agreement page 6 of 17

and material suppliers furnishing supervision, labor, materials and equipment engaged in the construction pursuant to this Agreement, and further to secure payment as required by the Unemployment Insurance Act.

The Faithful Performance Bond and the Labor and Materials Bond shall not be limited in duration nor stipulate a date of expiration and shall remain in effect until the unconditional issuance of the Certificate of Completion of the Phase lb Improvements.

Before final approval of the Phase la and lb Improvements, the following securityB. shall be presented:

Maintenance Bond in a face amount not less than One Hundred Sixteen Thousand, Three Hundred Fifty Dollars ($116,350) (twenty-five percent) of the full amount of the City Engineer’s total estimated cost for constructing the Phase lb Improvements, to secure faithful performance of Sections 7, Maintenance of Public Infrastructure Improvements, and Section 8, Guarantee of Workmanship and Warranty of Equipment, Materials, and Expertise, above. SUBDIVIDER shall also provide the maintenance bond in the amount of Two Million, Forty-Eight Thousand, and Seven Hundred and Sixty-Two Dollars and Fifty Cents for the Phase la Improvements pursuant to the 2019 Agreement attached hereto at Exhibit B. This Maintenance Bond shall remain in effect for not less than two (2) years after the date of the unconditional issuance of the Certificate of Completion of the required Public Infrastructure Improvements. The provisions of the 2019 Agreement shall apply to the maintenance warranty and obligations of the Phase la improvements.

Pursuant to Government Code section 66499.7, upon request by the SUBDIVIDER, the CITY may elect to partially release the security required under Section 13(A) when the cost of the completed Public Infrastructure Improvements (based on the original engineer’s estimates) equals eighty percent (80%) of the original bond amount. As a condition to such partial release, the SUBDIVIDER will provide a performance and completion surety bond to the CITY in an amount equal to two hundred percent (200%) of the cost estimate of the remaining work, in a form satisfactory to the City Attorney.

Reduction of the security pursuant to the above does not, and shall not be deemed to be, an acceptance by the CITY of the completed improvements, and the risk of loss or damage to the improvements and the obligation to maintain the improvements shall remain the sole responsibility of the SUBDIVIDER until all required public improvements have been accepted by the CITY and all other required improvements have been fully completed in accordance with the plans and specifications for the improvements.

Pursuant to Government Code section 66499.4, the obligation guaranteed by each bond shall include costs and reasonable expenses and fees, including reasonable attorney fees and expert witness fees, incurred by the CITY in successfully enforcing said obligations and shall be in addition to the face amount of each bond.

E. All such bonds and/or other surety are subject to review and approval by the City Attorney for legal sufficiency, and if no bonds or other surety acceptable to the City Attorney are provided, this Agreement shall be void.

14. Alternative Security
Final Map No. 8320 (Phase 1)
Subdivision Improvement Agreement page 7 of 17

In lieu of the bonds required above in Section 13, Security, alternative securities may be substituted by the SUBDIVIDER in a form provided by Government Code Section 66499.3 and subject to review and approval by the City Attorney.

15. Defense. Indemnity, and Hold Harmless
To the maximum extent permitted by law, the SUBDIVIDER shall defend (with counsel acceptable to the CITY), hold harmless, and indemnify the CITY, the Oakland City Council, and its respective officials, officers, employees, agents, representatives, and volunteers (collectively, the “City Parties”) from any and all liability, claims, demands, losses (direct or indirect), lawsuits, actions, causes of action, proceeding and judgments for injury and/or damages of any kind and nature whatsoever (including legal costs, attorneys’ fees, expert witness or consultant fees, City Attorney or staff time, expenses or costs) (collectively called “Action”) arising out of, related to or caused by performance of this Agreement, including without limitation the design, construction and/or maintenance (for a period of two (2) years following unconditional issuance of the Certificate of Completion) of the Public Infrastructure Improvements, except for injuries and damages caused by the sole gross negligence of the City Parties. The CITY may elect, in its sole and absolute discretion, to participate in the defense of said Action, and the SUBDIVIDER shall reimburse the CITY for its reasonable legal costs and attorneys’ fees. Not in limitation of the foregoing, SUBDIVIDER further agrees to defend and protect the City Parties from all liability or claims because of, or arising out of, the use of any patent or patented articles in the construction of said improvements.

The SUBDIVIDER waives all claims and recourse against the CITY, including, without limitation, the right of contribution for loss or damage to persons or property, arising from, growing out of, or in any way connected with or incident to the work performed or failed to be performed under this Agreement except claims and recourse arising directly from the sole gross negligence of the City Parties. This Defense, Indemnity, and Hold Harmless section shall survive the termination of this Agreement.

Within ten (10) calendar days of the filing of any Action as specified in subsection A above, SUBDIVIDER shall execute a Joint Defense Letter Agreement with the CITY, acceptable to the City Attorney, which memorializes the above obligations. These obligations and the Joint Defense Letter of Agreement shall survive termination, extinguishment or invalidation of this Agreement. Failure to timely execute the Joint Defense Letter Agreement does not relieve SUBDIVIDER of any of the obligations contained in this Agreement or other requirements that may be imposed by the CITY.

16. Insurance Required
For the Phase la Improvements, the SUBDIVIDER shall provide insurance as required in the 2019 Agreement. For the Phase lb Improvements, the SUBDIVIDER shall procure and maintain for the duration of the Agreement sufficient insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the Phase lb work hereunder by the SUBDIVIDER and his agents, representatives, employees or subcontractors.

Final Map No. 8320 (Phase 1)
Subdivision Improvement Agreement page 8 of 17

A. Minimum Scope of Insurance
Coverage shall be at least as broad as:

Insurance Services Office Commercial General Liability coverage1. (“occurrence” form CG 0001).

2. Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 “any auto.”
Workers’ Compensation insurance as required by the Labor Code of the State of California and Employers Liability insurance.

3. B. Minimum Limits of Insurance
Commercial General Liability insurance, including but not limited to, Bodily Injury, Broad Form Property Damage, Contractual Liability, Operations, Products and Completed Operations, Owners and Contractors Protective Liability, and/or XCU coverage, when applicable, with limits not less than $2,000,000.00 combined single limit per occurrence for bodily damage, personal injury and property damage. The limits of insurance shall apply separately to this project or location. The policy shall contain a severability of interest clause or cross liability clause or the equivalent thereof.

1. 2. Automobile Liability with limits not less than $2,000,000.00 combined single limit per accident for bodily injury and property damage.

Worker’s Compensation insurance as required by the laws of the State of California with limits not less than $1,000,000.00. Statutory coverage may include Employers Liability coverage. The SUBDIVIDER certifies that he/she is aware of the provisions of section 3700 of the California Labor Code, which requires every employer to provide Workers’ Compensation coverage, or to undertake self-insurance in accordance with the provisions of that Code. The SUBDIVIDER shall comply with the provisions of section 3700 of the California Labor Code before commencing performance of the work under this Agreement and thereafter as required by that code.

3. Professional Liability/Errors/Omissions insurance with limits not less4. than $1,000,000.00.

Builders’ Risk/Course of Construction insurance covering all risks of loss with limits not less than the completed value of the project with no coinsurance penalty provisions.

The CITY shall be named as loss payee under this policy. The insurer shall waive all rights of subrogation against the CITY.

5. C. Deductibles and Self-Insured Retentions
For the Phase lb Improvements, any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, either:

Final Map No. 8320 (Phase 1)
Subdivision Improvement Agreement page 9 of 17

The insurer shall reduce or eliminate such deductibles or self-insured1. retentions with respect to the City Parties; or

2. The SUBDIVIDER shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

D. Other Insurance Provisions
For the Phase lb Improvements, the general and automobile liability policies shall contain, or be endorsed to contain, the following provisions:

The City Parties are to be covered as additional insured as respects: liability arising out of activities performed by or on behalf of the SUBDIVIDER, products and completed operations of the SUBDIVIDER; premises owned, occupied or used by the SUBDIVIDER, or automobiles owned, leased, hired or borrowed by the SUBDIVIDER. The coverage shall contain no special limitations on the scope of protection afforded to the City Parties.

1. The SUBDIVIDER’s insurance coverage shall be primary insurance as respects the City Parties. Any insurance or self-insurance maintained by the City Parties shall be excess of the SUBDIVIDER’s insurance and shall not contribute with it.

2. 3. Any failure to comply with reporting provisions of the policies required by this clause, including breaches of warranties, shall not affect coverage provided to the City Parties.

The SUBDIVIDER’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

4. 5. The insurer shall agree to waive all rights of subrogation against the City Parties for losses arising from work performed by the SUBDIVIDER for the CITY.

Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled, except for non-payment of premium, by either party, except after thirty (30) days prior written notice by certified mail, return receipt required, has been given to the CITY. In the event the policy is canceled for non-payment of premium, ten (10) days prior written notice, as stated above, will be given.

6. E. Acceptability of Insurers
For the Phase lb Improvements, if the insurance company providing coverage is licensed to do business in the State of California, the company shall have an A.M. Best rating of not less than A: VII. However, if the insurance company providing insurance for the Phase lb Improvements is not licensed to do business in California, the A.M. Best rating shall not be less than A+:X. The maximum A.M. Best rating is A++:XV. Section 3 of Exhibit B of the 2019 Agreement contains the company qualifications and other insurance provisions that apply to the Phase la improvements.

F. Verification of Coverage
Final Map No. 8320 (Phase 1)
Subdivision Improvement Agreement page 10 of 17

For the Phase lb Improvements, the SUBDIVIDER shall furnish the CITY with certificates of insurance and with original endorsements effecting coverage required by this clause. For the la Improvements, the SUBDIVIDER shall furnish the City with certificates of insurance and with original endorsements effecting coverage required under the 2019 Agreement if the SUBDIVIDER has not already done so. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Commercial General Liability endorsement shall be a form CG 20 10 (or proprietary equivalent), attached to this form. The Commercial Automobile Liability endorsement shall be a form CA 20 48, attached to this document. All certificates and endorsements are to be received and approved by the CITY before work commences. The CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. A STATEMENT OF ADDITIONAL

INSURED ENDORSEMENT ON THE ACORD INSURANCE CERTIFICATE FORM IS

INSUFFICIENT AND WILL BE REJECTED AS PROOF OF THE ADDITIONAL INSURED REQUIREMENT.

G. Subcontractors
For the Phase lb Improvements, the SUBDIVIDER shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor.

All coverage for subcontractors shall be subject to all of the requirements stated herein. For the Phase la Improvements, if the SUBDIVIDER has not yet met the requirements of the 2019 Agreement regarding insurance for subcontractors, the SUBDFvTDER must do so.

Participation in Benefit Districts17.

The SUBDIVIDER shall participate in all Benefit Districts formed by the CITY prior to the execution of this Agreement and shall pay the prorated fee due the CITY under the terms of Benefit District or Districts as applied to the real property covered by this Agreement.

18. Actions to Enforce
If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall he entitled to costs and reasonable expenses and fees, including reasonable attorneys’ fees and expert witness fees, in addition to any other relief to which they may be entitled.

19. Beneficiaries, Heirs, Assigns, and Successors In Interest This Agreement pertains to and runs with the real property included within Final Map - Phase 1, which land is expressly agreed to benefit from the privileges granted to SUBDIVIDER under this Agreement, and binds the beneficiaries, heirs, assigns, and successors in interest of SUBDIVIDER.

20. Exhibits
The following are exhibits to this Agreement:

Exhibit A: Final Map No. 8320 (Phase 1), of a proposed subdivision of the Oak Knoll Mixed Use Development Project
Final Map No. 8320 (Phase 1)
Subdivision Improvement Agreement page 11 of 17

Exhibit B; Agreement for the Private Construction of Infrastructure Improvements, August 2019 (“2019 Agreement”)
Exhibit C: Engineer’s Estimate for the Phase lb Improvements

21. Incorporation By Reference
The following documents are incorporated into this Agreement by reference:

CITY Permits:
a) Creek Protection CP15032. b) Land Use PLN15378-PUDF01 c) Grading GR1700151. d) Tree Removal T1500124. e) Building
(Temporary Power for Trailer), and h) Public Infrastructure Permit: PX1700067. , f) Tract Map 8320 (Final Phase lh g) Electrical EXXX
City Engineer’s Estimate of the Cost of Improvements: Oak Knoll Engineer’s Estimate prepared by Jacob Nguyen, BKF Engineers, dated 10/31/2018.

Insurer:

Surety:

22. Constructive Notice
This Agreement shall be filed for recordation in the Official Records of Alameda County within five (5) calendar days following execution by the CITY.

23. Effective Date
This Agreement shall be effective on the Effective Date.

24. Miscellaneous
Counterparts. This Agreement may be executed in any number of counterparts (including by fax, PDF or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The parties agree that all actions or proceedings arising directly or indirectly under this Agreement shall be litigated in courts within the County of Alameda, State of California.

Integration. This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement. Any prior correspondence, memoranda, agreements, warranties or representations relating to such subject matter are superseded in total by this Agreement. No prior drafts of this Agreement or changes from those drafts to the executed version of this Agreement shall be introduced as evidence in any litigation or other dispute C.

Final Map No. 8320 (Phase 1)
Subdivision Improvement Agreement page 12 of 17

resolution proceeding by either party or any other person, and no court or other body shall consider those drafts in interpreting this Agreement.

Further Assurances. The CITY and the SUBDIVIDER shall execute and deliver all documents, amendments, agreements and instruments reasonably necessary or reasonably required in furtherance of this Agreement.

D.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Final Map No. 8320 (Phase 1)
Subdivision Improvement Agreement page 13 of 17

IN WITNESS WHEREOF, the CITY and SUBDIVIDER have each caused this Agreement to be duly executed on its behalf as of the Effective Date.

CITY;
CITY OF OAKLAND, a municipal
corporation
AUTHORIZED BY RESOLUTION NO.

C.M.S.

APPROVED AS TO FORM:

By:

OFFICE OF THE CITY ATTORNEY EDWARD D. REISKIN

CITY ADMINISTRATOR
\
SUBDIVIDER*:

OAK KNOLL VENTURE ACQUISITION,
LLC
By:

Name: STEPHAN Z. ELIEFF
Title: Authorized Signatory
^Notarized acknowledgment required.

Final Map No. 8320 (Phase 1)
Subdivision Improvement Agreement page 14 of 17

Exhibit A
Final Map No. 8320 (Phase 1), of a proposed subdivision of the Oak Knoll Mixed Use Development Project
Final Map No. 8320 (Phase 1)
Subdivision Improvement Agreement page 15 of 17

OWNER'S STATEMENT
THE UNDERSIGNED. OAK KNOLL VENTURE ACQUISITION, LLC, A DELAWARE LIMITED LIABILITY COMPANY. HEREBY STATES THAT IT IS THE OWNER OF ALL THE LANDS

DELINEATED AND EMBRACED WITH THE EXTERIOR BOUNDARY LINES ON THE HEREIN EMBODIED MAP ENTITLED 'TRACT 8320', THAT SAID OWNER ACQUIRED TITLE TO SAID LAND BY VIRTUE OF THAT CERTAIN GRANT DEED RECORDED MAY 9. 2014 UNDER RECORDER'S SERIES NO. 2014117035, AND THAT CERTAIN
JANUARY 24, 2017, UNDER SERIES NO. 2017017623, IN THE
ALAMEDA COUNTY, STATE OF CALIFORNIA; THAT IT CONSEN
HUNG OF THIS MAP.

CITY CLERK'S STATEMENT CITY ENGINEER'S STATEMENT

STATE OF CALIFORNIA

UNTY OF ALAMEDA

1. .. , ACTING CITY ENGINEER. HAVING BEEN AUTHORIZED TO PERFORM THE FUNCTIONS OF THE CITY ENGINEER OF THE CITY OF OAKLAND. DO HEREBY CERTIFY THAT I HAVE EXAMINED THE HEREON EMBODIED MAP ENTITLED 'TRACT 8320';

THAT THE SUBDIVISION AS SHOWN IS SUBSTANTIALLY THE SAME AS IT APPEARED ON THE TENTATIVE MAP. IF REQUIRED, AND ANY APPROVED ALTERATIONS THEREOF; THAT ALL THE

PROVISIONS OF THE SUBDIVISION MAP ACT AND OF ANY LOCAL ORDINANCE APPLICABLE AT THE TIME OF THE APPROVAL OF THE TENTATIVE MAP. IF REQUIRED, HAVE BEEN COMPLIED WITH.

CO
I, ASHA REED. CITY CLERK AND CLERK OF THE Cl

STATE OF CALIFORNIA, DO HEREBY CERTIFY THA
'TRACT 8320' WAS PRESENTED TO THE COUNCIL Of THE CITY OF OAKLAND AT A . 20_ _AND THAT SAID COUNCIL
__ APPROVE SAID MAP.

TTY COUNCIL OF

T THE HEREIN EM
THE CITY OF OAKLAND.
4B0DIED MAP ENTITLED

GRANT DEED RECORDED

OFFICIAL RECORDS OF

THE PREPARATION REGULAR MEETING HELD ON THE

DID THEREUPON BY RESOLUTION NUMBER
OFAND
TS TO
IN WITNESS WHEREOF. I HAVE HEREUNTO SET MY HAND THIS DAY OF ______. 20.SAID OWNER HEREBY IRREVOCABLY OFFERS FOR DEDICATION TO THE CITY OF OAKLAND

FOREVER, AN EMERGENCY

OF INGRESS AND EGRESS

WITHIN THE LOT LINES OF THIS MAP LABELED P

SAID AREAS OR STRIPS OF LAND SHALL BE KEF

BUILDINGS AND STRUCTURES OF ANY

AND APPURTENANCES, LANDSCAPING AN
APPURTENANCES. AND LAWFUL FENCES.

ESS EASEMENT (E.V.A.E.) W1TH

VER THOSE AREAS OR STRIPS
I

VEHICLE ACCES
UPON AND 0

TH THE PUBLIC RIGHT

LAND LYING

ID THAT
OVE GROUND UCTURE5

HEREBY ACCEPT ON BEHALF OF THE CITY OF OAKLAND THE AREAS DESIGNATE PARCEL S. BARCELONA STREET. OAK LEAF BOULEVARD. GOLDEN ACORN WAY. LARRY DRIVE. COPPER LEAF DRIVE. DAY SPRING COURT. AND 'JREEKSIDE PARKWAY FOR PU “1EET AND UTILITY PURPOSES. THE AREAS DESIGNATED \S PARCEL A, PARCEL G, PA D AS

AREAS OR STRIPS OF
ARCEL A AND PARCEL R;

PT OPEN AND FREE FR

EXCEPT APPLICABLE UTILITY I
D TREES. IRRIGATION SYSTEMS AN
D. REID
R; AN
OM AS
JBUC
RCEL
H, PARCEL L. PARCEL M. AND PARCEL N. FOR PUBLIC USE. THE E.V.A.E. (EMERGENCY VEHICLE ACCESS EASEMENT), P.A.E. 'A* (PUBLIC ACCESS EASEMENT). P.A.E. 'B’ (PUBUC ACCESS EASEMENT). AND THE P.U.E. (PUBUC UTIUTY EA-EMENT) AS HEREIN DEDICATED IN ACCORDANCE WITH SECTION 16.12.080 OF THE OAKLAND MUNICIPAL CODE.

SIGNATURE:

KIND
SIR
DATES7R
kND *PRINTED NAME:

R.C.E. NO.

ACTING CITY ENGINEER

CITY OF OAKLAND, ALAMEDA COUNTY

STATE OF CAUFORNIA
5 Ui He.__________

SAID OWNER ALSO IRREVOCABLY OFFERS TO DEDICATE,
RECREATION, PARKS AND OPEN SPACE FACIUT1ES. TRAILS. UT1UTIES,

AND EGRESS AND THE CONSTRUCTION AND MAINTENANCE OF LANDSCAP PARCELS OF LAND LYING WITHIN THE LOT UNES OF THIS h
PARCEL G. PARCEL H. PARCEL L. PARCEL M. AND PARCEL N.

IRREVOCABLY OFFERS TO DEDICATE PUE

SIGHT OF WAY FOR ANY AND ALL PUBU

FOR PUB
UC
1ES

ACCESS,
AGE. INGRESS
LANDSCAPING; THE

LABELED PARCEL A,
USE: ACCESS DRAIN
PURSUANT TO GOVERNMENT CODE SECTION 66434(G). I HEREBY ABANDON THOSE PORTIONS OF THE HEREAFTER USTED EASEMENTS. THAT ARE LOCATED WITHIN THE BOUNDARY OF THIS OT SHOWN ON THIS MAP:

D ON APRIL 2. 1953 IN BDOK 7011 AT PAGE 5 OF OFFICIAL
OF THE COUNTY OF ALAMEDA. STATE OF CAUFORNIA.

D ON APRIL 2, 1953 IN BOOK 7011 AT PAGE 5 OF
OF THE COUNTY OF ALAMEDA. STATE OF CAUFORNIA.

ON OCTOBER 10, 1957 IN BO

ECORDS OF THE COUNTY UF ALA
RECORDED ON APRIL 5, 1972 IN REEL 3099 AT IMAGE 663 OF
RECORDS OF THE COUNTY OF ALAMEDA. STATE OF CAUFORNIA.

RECORDED ON JULY 23, 2002

RECORDS OF THE COUNTY OF ,

RECORDED ON M

RECORDS OF TH

ALL BONDS AS REQUIRED BY LAW TO ACCOMPANY THE WITHIN
BY THE CITY COUNCIL OF OAKLAND AND FILED IN MY OFFICE.

IN WITNESS WHEREOF. I HAVE HEREUNTO SET MY HAND THIS DAY OF MAP

MAP BUT ARE N
CLERK OF THE BOARD OF SUPERVISORS STATEMENT:

I, ANIKA CAMPBELL-6ELT0N, CLERK OF THE BOARD OF SUPERVISORS FOR THE COUNTY OF ALAMEDA. STATE OF CAUFORNIA. HEREBY STATE, AS CHECKED BELOW. THAT:
1) 5‘ S.S.E., PARCEL 1 RECORDE

RECORDS
2)5’ S.S.E., PARCEL 2 RECORDS RECORDS

RECORDED

OFFICIAL R

CESS EASEMENTS FOR
; TO THE CITY OF
OAKLAND UMITED TO THE AREAS DEUNEATED HEREIN AND DESIGNATED AS 'P.A.E. A" (PUBUC ACCESS EASEMENT) UPON AND OVER

WITHIN THE LOT UNES OF THIS MAP LABELED

SAID OWNER

E PURPOS
ALSO
E OF R
BUC AC
C USES
TH

OFFICIAL
[ ] AN APPROVED BOND HAS BEEN FILED WITH THE BOARD OF SUPERVISORS OF SAID

CONDITIONED FOR THE

PAYMENT OF ALL THE TAXES AND SPECIAL ASSESSMENTS COLLECTED AS TAXES

WHICH ARE NOW A UEN AGAINST SAID LAND OR ANY PART THEREOF BUT NOT YET PAYABLE AND WAS DULY APPROVED BY SAID BOARD IN SAID AMOUNT.

THOSE
AS PAR

AREAS OR SIR
CEL A AND PARCEL R.

IPS OF LAND LYING COUNTY AND STATE IN THE AMOUNT OF $3) 5’ S.S.E. 4) 5' S.S.E.
5) 5' S.S.E.
6) 5' £S.E.

OK 8491 AT PAGE 347 OF
MEDA. STATE OF CAUFORNIA.OFFICIAL

SAID OWNER ALSO IRREVOCABLY OFFERS TO DEDICATE A PUBUC ACCESS EAS

THE PURPOSE OF PUBUC RIGHT OF PEDESTRIAN INGRESS AND EGRESS TO THI

UMITED TO THOSE STRIPS OF LAND DEUN
'P.A.E. B' (PUBUC ACCESS EASEMENT) UPON AND OVER

LAND LYING WITHIN THE LOT UNES OF THIS MAP LABELS

SAID OWNER ALSO IRREVOCABLY OFFE
THE PURPOSE OF PUBLIC UT1UT1ES INC

AND DRAINAGE PIPES, POLES, OVERHE

APPURTENANCES DEEMED NECESSARY

DEUNEATED HEREIN AND DES

OVER THOSE AREAS OR STRIPS
LABELED AS PARCEL A. PARCEL

THE REAL PROPERTY DESCRIBED
STREET AND UTIUTY PURPOSES:

UNES OF THIS MAP LABELED AS

ACORN WAY, LARRY REID DRIVE,
PARKWAY. AND PARCEL S.

AS OWNER:

OAK KNOLL VENTURE ACQUISITION. LLC. A DELAWARE UMITED UABILITY COMPANY BY: OAK KNOLL VENTURE HOLDINGS. LLC

A DELAWARE UMITED UABILITY COMPANY
ITS: MANAGER

EMENT FOR

IE CITY OF

NATED AS

EAS OR STRIPS OF
!EL A.

OAKLAND
EATED HEREIN AND DES1G

THOSE ARI

D AS PARC
2002313567 OF OFFICIAL
OF CAUFORNIA.
4AY 10. 1974 IN REf.L 3676 AT IMAGE 738 OF
E COUNTY OF ALAMEDA, STATE OF CAUFORNIA.

AS DOCUMENT
ALAMEDA, STATE [ ] ALL TAXES AND SPECIAL ASSESSMENTS COLLECTED AS TAXES HAVE BEEN PAID AS CERTIFIED BY THE TREASURER-TAX COLLECTOR OF THE COUNTY OF ALAMEDA.OFFICIAL

IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND THIS
A.D. 20___.

DAY OFRS TO DEDICATE PUBUC UTIUTY EASEMENTS FOR
PUBUC UT1UT1ES INCLUDING BUT NOT UMITED
PES. POLES. OVERHEAD UNES. UNDERGROUND

CITY OF OAKL
TIU
TO WA—FACIUTl__

LAND OVER THE
TER. SEWER,

IES AND ALLPERTY
U.E." (PUBUC UTIUTY EASEMENT) UPON

NG WITHIN THE LOT UNES OF THIS MAP
GAS
I FUR
MAP H
THER
4AVE CERTIFY THAT

BEEN APPROVEDPRO
TO THE
IGNATED AS "P.

LAND LYI
AND PARCEL 7.

AND 20__,

ANIKA CAMPBELL-BELTON

CLERK OF THE BOARD OF SUPERVISORS

COUNTY OF ALAMEDA, STATE OF CAUFORNIA
OF

BELOW IS HEREBY DEDICATED IN FEE FOR PUBUC
THE PARCELS OF LAND LYING WITHIN THE BOUND, 8ARC
COPP

ASHA REED

CITY CLERK AND CLERK OF THE CITY COUNCIL
CITY OF OAKLAND. COUNTY OF ALAMEDA

STATE OF CAUFORNIA
ARY BY:

ONA STRr

ER LEAF DR
EET. OAK LEAF BOULEVARD. GOLDEN
itVE. DAY SPRING COURT. CREEK5IDE

DEPUTY COUNTY CLERK
RECORDER’S STATEMENT

SURVEYOR'S STATEMENT

THIS MAP WAS PREPARED BY ME OR UNDER MY DIRECTION (AND WAS COMPILED FROM

RECORD DATA) AND IS BASED UPON A HELD SURVEY IN CONFORMANCE WITH THE REQUIREMENTS OF THE SUBDIVISION MAP ACT AND LOCAL ORDINANCE AT THE REQL I" OF OAK KNOLL VENTURE ACQUISITION GROUP ON NOVEMBE-T 2016. I HEREBY STATE

THAT THIS FINAL MAP SUBSTANTIALLY CONFORMS TO THE APPROVED OR CONDITII APPROVED TENTATIVE MAP, IF ANY.

I HEREBY STATE THAT THE MONUMENTS ARE OF THE CHARACTER AND OCCUPY THE T10NS INDICATED OR THAT THEY WILL BE SET IN THOS.I POSITIONS BEFORE MAY 2023, AND THE MONUMENTS ARE, OR WILL BE, SUFF1
BE RETRACED.

FILED THIS DAY OF „ 20_ __ AT
M,

IN BOOK OF MAPS, AT PAGESUEST
BY: OKP LAND HOLDINGS. LLC

A DELAWARE UMITED UABIUTY COMPANY
ITS: MANAGER
AT THE REQUEST OF CHICAGO TITLE COMPANY.

MEUSSA WILK

COUNTY RECORDER
ONALLY
BY:POSl
DEPUTY COUNTY RECORDERBY: BY:

Cl ENT TO ENABLE THE SURVEY TO
NAME: NAME: FEE
SERIES #DATE: DATE:

TRACT 8320
□AVIS THRESH. PLS 6868
DATE
PHASE 1

CITY PLANNING COMMISSION'S STATEMENT

THIS MAP IS BASED ON A TENTATIVE TRACT MAP APPROVED BY THE CITY PLANNING COMMISSION OF THE CITY OF OAKLAND AT THEIR MEETING ON____________________

AND WHEN RECORDED THIS MAP BECOMES THE OFFICIAL MAP OF THE LAND A 19 PARCEL SUBDIVISION AND CONDOMINIUM PROJECT WITHIN PARCELS 4, 6, 11, 12. 19, 23 AND 24 AS DEFINED IN SECTION 4125 OF THE CIVIL CODE OF THE STATE OF CAUFORNIA, APPROVED FOR A MAXIMUM OF 346 DWELLING UNITS

AND ARE FILED PURSUANT TO THE SUBDIVISION TO THE SUBDIVISION MAP ACT CONSISTING OF 9 SHEETS
CITY SURVEYOR’S STATEMENT
l HEREBY STATE THAT I HAVE EXAMINED THIS MAP; THA" THE SUBDIVISION AS SHOWN

IS SUBSTANTIALLY THE SAME AS IT APPEARED ON TFT TENTATIVE MAP, AND ANY APPROVED ALTERATIONS THEREOF; THAT ALL PROV.SIONS OF THE CAUFORNIA SUBDIVISION MAP ACT AND ANY LOCAL ORDINANCES •-PPUCABLE AT THE TIME OF APPROVAL OF THE TENTATIVE MAP, HAVE BEEN COMPLIED WITH; AND THAT I AM SATISFIED THIS MAP IS TECHNICALLY CORRECT. ___

20. DIVISION.

BEING A SUBDIVISION OF PARCELS 1 THROUGH 3 OF THAT CERTAIN GRANT DEED RECORDED MAY 9. 2014 UNDER RECORDER’S SERIES NO. 2014117035, AND THAT CERTAIN GRANT DEED RECORDED JANUARY 24. 2017, UNDER SERIES

OFFICIAL RECORDS OF ALAMEDA COU
DATE

CATHERINE P SECRETAR

THE CITY
AYNE
IF THE

OF OAKLAND
NO. 2017017623,
*»«•**•*•*•*•
NTY.

CITY PLANNING COMMISSION OFY 0
zfi LYING EN
AKLAND. t
T1RELY WITHIN THE
D. ALAMEDA COUN
DATE: MAY 2022
CITY OF 0 TY. CAUFORNIAnr * PSW!S>RAYMOND R. HEBERT, PLS 5870

CITY SURVEYOR OF OAKLAND
DATE EMMNESRS-SURVrrORS-PLANNERS
' 1730 NORTH FUST STREET. SUITE KX
SAN JOSE. CMJFDMA *9112
SHEET 1 OF 9

OWNERS ACKNOWLEDGMENT BENEFICIARY’S STATEMENT
MSD CA PARTNERS. LLC., A DELAWARE LIMITED LIABILITY COMPANY. AS BENEFICIARY UNDER DEED OF TRUST RECORDED JULY 30. 2020 AS DOCUMENT NO. 2020162954.

ENCUMBERING TIE LAND HEREIN SHOWN.

F THIS MAP.

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 COR

MEDOFFI
IC1AL REC

EBY CONJ
ORDS
SENTS OF ALAMEDA COUNTY.

TO THE MAKING AND
HER
FILING 0)SS.

STATE OF CALIFORNIA
COUNTY OF ________ BY:ON
BEFORE ME. .. A NOTARY PUBLIC, NAME:

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 PERSONS(S), OR THE ENTITY UPON BEHALF OF WHICH THE PERSON(S) ACTED. EXECUTED THE INSTRUMENT.

CERTIFY UNDER PENALTY OF PERJURY UNDER THE LA
THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT.

TITLE:

WS OF THE STATE OF CALIFORNIA
BENEFICIARY’S ACKNOWLEDGMENTWITNESS MY HAND:

NOTARY'S SIGNATURE: _______________
PRINTED NOTARY’S NAME: ____________
NOTARY'S PRINCIPAL PLACE OF BUSINESS:

NOTARY'S COMMISSION NUMBER: _______
EXPIRATION OF NOTARY'S COMMISSION: _
A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CF3TIFICATE VERIFIES ONLY THE IDENTITY OF THE INDIVIDUAL WHO SIGNED THE DOCUMENT T0 WHICH THIS CERTIFICATE IS ATTACHED. AND NOT THE TRUTHFULNESS. ACCURACY. OR VALIDITY OF THAT DOCUMENT )SS.

STATE OF CALIFORNIA
COUNTY OF ________
ON
BEFORE ME, A 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/THER AUTHORIZED CAPACITY(IES), AND THAT BY HIS/HER/TH0R SIGNATURE'S) ON THE INSTRUMENT THE PERSONS(S), OR THE ENTITY UPON BEHALF OF WHICH THE PERSON(S) ACTED, EXECUTED THE INSTRUMENT.

I CERTIFY UNDER PENALTY OF PERJURY UNDER THE
THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRi

BENCHMARK
CITY OF OAKLAND B.M. 814:

BEING A PIN IN MONUMENT
FAIRWAY AVENUE.

ELEVATION = 237,77 FEET BASED ON CITY OF OAKLAND DATUM.

WELL AT THE INTERSECTION OF SEQUOYA ROAD AND
LAV'S OF THE STATE OF CALIFORNIAECT.

WITNESS MY HAND:

NOTARY'S SIGNATURE: _______________
PRINTED NOTARY'S NAME: ____________
NOTARY'S PRINCIPAL PLACE OF BUSINESS:

NOTARY'S COMMISSION NUMBER: _______
EXPIRATION OF NOTARY'S COMMISSION: _

GEOTECHNICAL REPORT

A GEOTECHNICAL REPORT ON THIS PROPERTY HAS BEEN PREPARED BY ENGEO INCORPORATED. ENTITLED "GEOTECHNICAL EXPLORATION", PROJECT NO. 5750.300.000.

JANUARY 30. 2017. A COPY OF WHICH HAS BEEN FILED WITH THE CITY OF OAKLAND.

DATED
VICINITY MAP N.T.S.SEISMIC HAZARD NOTE
THE REAL PROPERTY LIES WITHIN THE FOLLOWING HAZARDOUS AREA: A SEISMIC HA ZONE—UQUIFICATION ZONE PURSUANT TO SECTION 2596 OF THE PUBUC RESOURCES CODE.

ESE HAZARDS MAY LIMIT YOUR ABILITY TO DEVELOP THE REAL PROPERTY. TO OBTAIN URANCE. OR TO RECEIVE ASSISTANCE AFTER A DISASTER.~THE MAPS ON WHICH THESE DISCLOSURES ARE BASED ESTIMATE WHERE NATURAL HAZARDS EXIST. THEY ARE NOT

DEFINITIVE INDICATORS OF WHETHER OR NOT A PROPERTY WILL BE AFFECTED BY A NATURAL DISASTER. TRANSFEREE(S) MAY WISH TO OBTAIN PROFESSIONAL HAZARDS AND OTHER HAZARDS THAT MAY AFFECT THE PROPERTY.

ZARD
THE
INS

ADVICE REGARDING THOSE
TRACT 8320
PHASE 1
A 19 PARCEL SUBDIVISION AND CON

11. 12. 19, 23 AND 24 AS DEFINED IN SECTION 4125

THE STATE OF CALIFORNIA, APPROVE) FOR A MAXIMUM

AND ARE FILED PURSUANT TO THE SUBDIVISION TO THE SUBD
CONSISTING OF 9 SHEETS
DOMINIUM PROJECT WITHIN PARCELS 4,

OF THE CIVIL CODE OF
OF 346 DWELLING UNITS
1VISION MAP ACT
6,
BEING A SUBDIVISION OF PARCELS 1 THROUGH 3 OF THAT CERTAIN GRANT DEED RECORDED MAY 9, 2014 UNDER RECORDER'S SERIES NO. 2014117035.

AND THAT CERTAIN GRANT DEED RECORDED JANUARY 24, 2017, UNDER SERIES NO. 2017017623. OFFICIAL RECORDS OF ALAMEDA COUNTY.
i**************************************************************

NG ENTIRELY WITHIN THE
CITY OF OAKLAND. ALAMEDA COUNTY,
LY1

CALIFORNIA
DATE: MAY 2022
PI
ENGINEERS-SUKYEY0R3-PLANNER5
1790 MOUTH F1JBT STREET, SURE 900
SAN JOSE. CAUFDRMA SS112
SHEET 2 OF 9

/
TRACT 8320SEE DETAIL "B", SHEET ^ ~ ~ ism- ~ ~ --------1 t
TRACT 588
V
1 ! PHASE 1
HJpsS?

JBACT SOB
---!-----:' +1
TRACT
A ^19: PARCEL SUBOWIS
12, 19, 23 AND 24 AS DERI

STATE OF CALIFORNIA, APPROVED

ARE FILED PURSUANT TO THE
..._ Jjraci mJJ* 5231 M 043 ON AND CONTRACT 5537 D CONDOMINIUM PROJECT VflTHIN PARCELS 4, 6, 11.

NED IN SECTION 4125 OF THE CIVIL CODE OF THE
R A MAXIMUM OF 346 DWELLING UNITS AND

I MAP ACT
KBSS5S
464.23*
; AFONTAtE CTJ FOR
RUM OF 346

TO THE SUB
DWELLI

DIVISION
AI, I
fb m T OB. ®l
«5-.
\ SUBDIVISION
m QzrlT65031'
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iff*
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a«c i-x- C0NSST1NG Of 9 SHEETSir ir5
33726'
\fib /j

PARCEL RH
1B57 SM SON-CHITTENDEN

CONPROMSE UNE
/ \
•-------'
\FOUND NAL SET IN
B*xB* CONCRETE BLOCK
MDN fl. PER R11
CN SHEET 6DESIGNATED
REMAINDER PARCEL NO. 1 PER *6* DEEDS, so !

SEE SHEET
BBNG A SUBDIVISION OF PARCELS 1 THROUGH 3 OF THAT CERTAIN GRANT DEED RECORDED MAY 9, 2014 UNDER RECORDER'S SERIES NO. 2014117035, AND THAT CERTAIN GRANT DEED RECORDED JANUARY 24, 2017, UNDER SERIES NO. 2017017623, OFFICIAL RECORDS OF ALAMEDA COUNTY.-----------IMMMMMMWVMMMMMMMmMCCikMmMMn*' [B] FOUND 3/4*
4 CAP *PLS 6231*. .

I \
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PER R4
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SHOW AS NAVY

SEE OCTAL
\\ A
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CITY OF OAKLAND, ALAMEDA
□ATE: MAY 2022
THIN THE COUNAB \ \s?
TY, CALIFORNIA\5
I \ft \\ i
PH> YA5 \SEE SHEET 9 ft '
^ 1
IS
ENCINEER3-SURVEY0RS-PLANNERS
- 1790 HOKIH FRST STREET. SUITE 100^EHi SAM JOSE. CAUFORMA MUZ \&
f
c? \ *tl
BOUNDARY NOB% \\ \
1ft
if#
MOCTacaajBt bobmbary une
fWetRMMRBSrf^F OAKLAND STREET MONUMENTS ALONG KELLER AVENUE. AND MONUMENTS SET BY WSXE (PLS8231).

B0K1KM 9Mt£M MMALT STAMPED *VESXE LAND SURVETWC* [A] AND 3/4* REBAR MIN PLASTIC CAP AND TAG fel AS

THE FOUND Z DISK ANO

D OFFICIAL MAPS ON
. _. _ : FOUND.
\I
DOC. 2002-046697
: si * 1
2* BRASS
C CAP AND TAG [8] AS SHOW ON
THE NORTHREST BOUNDARY UNE.

MOTH OF KELLER AVENUE AT 100
\
a i
i
PARS. ONE 9L 2002-048887 X

7.921 ACRES ± V
\ IALT STA4
J444 (21
\& R/S 68). HELD

I DEEDS AN

STRST MONUMENTS AS
FOR
THE\ * 1 A
Ilf
tP
tfwtfptt p«cas based on&X AK MGUlifilC POSTONS OF THE < RECORD, HOLDING1/\!% -O
\(NOT
ims: A PART OF-sueaustari) u>
IS 0 u? \k
NORTHEASTERN UNES (DESIGNATED REMAINDER PARCEL NO. 2>.

NORTHEAST CORN 'MTERSECT

ANCLES) FROM

DESIGNATED
REMAINDER PARCEL NO. 2 IRON PPES FDUN

LINE, ANO PROJEC
RADII. DaTAS AND HELA
DESCRFTION OF PARCa

FOLLOWS CLOCKMSE

GRANT OF EASEMENT
HELD
FDR I
ER [C] AND CN T
30VEMENTONED N

ID ON THE

TED IT TO MTERSECT THE /

TTVE ANCLES) FROM THAT
*1* OF THAT CERTAM OUnOAIM DEES
:s and a
2246 U ^). WHOSE COURSES ARE COONTERCLOOCMS.

THE SOUTHEAST CORNER [E] OF PARCEL MAP 8827 (294 M 42-45) ABOVEMENTKMED NORTHWESTERN BOUNDART UNE. HELD RECORD DATA (DISTANCES.

CERTAIN GRANT GF EASEMENT (RE 2246 M 1) WHS IS THE PRESUMED BASS FOR TIE (RE 9703 U S1> THE DESORPTION OF SAD PARCEL *1* (RE 2248 N 1)

CONTAMS TYPOGRAPHICAL ERRORS ANO FAILURES TO RECALCULATE RADIAL BEARINGS FROM SAD ! % \jl: _ ___1 l*j
v \ \
\ \ttl
1*\ %i .o^ot
\s ❖5.
\
COUI
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RSES\S.
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\ \\n\
'•6 PARCEL 5
SOUTHEASTERN BOUNDARY UNES (DESIGNATED REMAINDER PARCS. NO. 2):

HELD FOUND IRON PPES FOR UNE; ONE LOCATED ON THE NORTH UNE OF FORMER BARCELONA STREET (284 M 63-65} [Dl AND FOUND IRON PPE (E) CN THE
SOUTHEAST CORNER OF PARCa *1* OF QUiTOXM DEED
BEING THE NORTHEAST CORNER OF PAROL *2’ OF SAD QUITCLAIM DEED GRANT OF EASEMENT (RE 2246 IM 1).
\ \ (AS SHOW ON
(294 M 42-45),
\ PARCa MAP
ALSO 8ETNG
S73Q, ALSO

IER OF SAD
\
8730
THEl

SOUTHEAST CORN
(RE 5703 IM 51)
ER OF PARCa MAP 8927 WHCH
5703 N
\A 4 IS THE
51). ALSO
(RE 2246 IM 1) TO THE NORTHWESTERLY UNE OF THE SEQUOYAH HLLS ENTS; THE 1-1/2* IRON PIPE SHOW ON PAROL MAP 8927 (294 M 42)(EL AP 8927 (294 M 42-45),
IMS RESULTS N AN OVERLAP OF PAROL *1* AND PAROL *2*. THOUGH THE TWO PAROLS OF SAD OUTRAN DEED (RE 5703 N 91) WERE SMULTANEOUSLY CREATED. KELLER AVENUE HAS A LONGSTANDING USE AS A ROAD EASEMENT (RE 2246 N t) PHEDATMC SAD ' OUTRAN DEED. AND IS ADOTTKMALLY VEIL MONUMENTED. DUE TO THE STRONGER EVDENO OF THE LOCATION CF KEUER AVENUE ANO \ ITS LONGER HI STOTT AS A ROAD EASEMENT. PAROL 1* WAS TREATED AS BEING SENIOR. AND THE RELATIVE BEARING ANO DISTANCE OF ) THE FIRST COURSE OF PARCa *1*. DESCRIBED AS *NB2W4rtL 2B8.2B FEET. WAS HELD.

IM
(RE\ PRESUMPTIVE BASS OF

BEING THE SOUTHEAST
PM I CORN\ \* i \&\ \
ALIGNED THE SOUTHEASTERLY UNE OF SAD PARCa 'Z

ABUSED BEWTEEN FOUR
| N0 \IS
%sS
<y
SUBDIMSKN (28 M 63), EST

AND THE RON PPE CO ON -
SEE SHEET 7y \i \o*
THE SOUTHEAST CORKER OF PAROL MVC\\f §Q I ^IfOUND STATE MON Sfc & & g gflC W SEE DETAIL *D‘, SHEET 4 g
\\ \v"0 \i 5i
r-g------4iz’r-
\&
PER r ji R3
SHF
§8 ft \l / : ODER SOUTHEASTERN BOUNDARY LUES WERE RETRACED FROM DC PARCa MAP 8730 (2B4 M 63-65) PREPARED BY KER ft GHT QVL DKWEERS 4 SURVEYORS MC. TTCLVE (12) MONUMENTS WERE FOUNO AS DESORBED FROM THIS MAP. [ I
\■p
W
Jim*
PM
x if.

SOUTHERN BOUNDARY UNES

FOUND STANDARD OTY OF OAKLAND STREET MOMENTS ALONG SEQUOYAH AVENUE (FORMERLY OAK KNOLL BOULEVARD) AS SHOW AW D ON THE TRACT MAP ENTITLED FAIRWAY ESTATES IN OAK KNOU. (IB M 59). THE HORIZONTAL POSTKNS OF THE FOUNO IS WERE HELD TO DEFME STREET CENTERUNES AND TANGENTIAL UNES. AND THE NOTH OF THE ROAD WAS UPHELD AT 50-FEET WIDE. WHIE HOLDING GIVEN RADI, DaTAS. RELATIVE ANGLES, BUT ADJUSTMG THE DISTANCES DESCRIBED FROM THE LEGAL DESCRIPTION OF THE PARCa (OVL NO 22087-fi FINAL UDCEMENT FILED JANUARY 16. 1943 IN THE DISTRICT COURT OF THE UUTED STATES AND FOR THE NORTHERN OSTWCT OF CAUFORMA SOUTHERN DMSXM).

SOUTHWESTERN BOUNDARY UNES
HELD NORTHWEST CORNER, FDUW [A] 2* BRASS DISK WITH .

WITH PUSOC CAP AND TAG AS SHOW ON RECORD OF SUR
DESORPTION OF THE PARLE. (CM. NO 22087-R FMAL JUDGEMENT FLED JANUARY

STATES AW FOR THE NORTHERN DISTRICT OF CAUFORMA

WERE USED TD RETRACE THE SOUTHWESTERLY BOUNDARY UN
ONE MONUMENT WAS FOUND ALONG MOUNTAIN BOULEVARO. DESCRBED AS STATE RECORDED ON JULY 14, 198a TtfS FOUND Z BRASS
POMT FOR SURVEY CONTROL P0N15 ON SAID TRACT
9tOW AW DESCRBED NTH DMENSXMS ON TH5 CERTAIN TRACT
N5ff4V27*E Zt92£6‘
(N5738'3rt 2192.12712
PARCEL L- - -£\see detail 'a*
' /• w<^LAs7IC plug "LS 5944*t p£R R8
y^7\\\ 158.05 f-(159.0
i
-[E] FOUND 1* IRON PIPE(OPEN)
_ _________--'■
S£OUOTAH MLLS SUBDM30Ni MONUMEN
\*\V
%' Q) CURVE TABLE
a
/ i
«* NO. RADIUS DaTA LEM3TH
*VESKE LAW SURVEYMC*
THE POINT CF BEQNMN . .

DISTRICT COURT OF
RADII. DaTAS, RELA
sniff ill 11
H>Ii
SPMI

IVEYDIE N ASPH
NO. 1444 I

HALT STAMPED
(21 R/S 69).

AW 3/4*
1C OF THE
REBAR
! LEGAL UNITED
ANGIES
O
?? (*»7T34’34* L-74.95712

60.0C 7VSS3ZC3
7;. 89' . AS TH
1943 IN DISTAH
1 16.

CORO
THE
CES
THE
TTVE
7316'21*C4 1sr.8l'
SOUTHERN OrVtSfON). RE ES.15W00*C7 1139.93*
3r .41*
M. fa SEE SHEET 8
T I *
^ PM £1730 4106 (120 M 13)

AS A REFERENCE

OUNTAIN BOULEVARO AS
DISC DCES NOT SEEM TD MARK A PROPERTY CORNER. BUT !
MAP. THE OTHER MONUMENTS ALONG THE WEST UNE OF Mi

MAP WERE SEARCHED FOR BUT NOT FOUN

SANITARY SEWER EASEMENT

OF SURVEY
MENT 5A ON THE TRACT MAP SHOW
Is, UNE TABLE D.LEGEND
BEARINGNO. LENGTH CD
SET 3/4* RON PPE. NTH PAST1C CAP. TAGGED IS 606T
SET 2- 6886*.

NTH FRAME AND COVER

FOUND BRASS DISK MONUMENT AS NOTED
FOUW STANDARD CITY OF OAKLAW MONUMENT. MONUMENT
TAGS/1 DEH TIFT CATION SHOW HEREON
FOUND REBAR 4 PLASTIC CAP. OR AS NOTED

FOUW RON PIPE MONUMENT AS NOTED

DISTINCTIVE BORDER UNE

UTERI OR LOT UNE CENTERLNE
------- — EASEMENT LME
--------------MONUVCNT UNE

EAST BAY MUMCPAL UTUTY DISTRICT

EMERGENCY VEHICLE ACCESS EASEMENT

RON PPE MONUMENT

NOT TD SCALE

PUBLIC ACCESS EASEMENT

PRIVATE INGRESS AW EGRESS EASEMENT
PARCS- MAP PARCa
PJLS£. PUBLIC
RECORD

SEARCHED FOR NOT FOUND

RADIAL BEARING

TOTAL DISTANCE VALUE
or R1 RECORD DATA PER TRACT
RECORD DATA PER RS 1649
RECORD DATA PER PM f
DATA PER RS 1 PER
1/2* BRASS DISK WITH PUNCH MARK AW STAMPED *LS
IN CONCRETE BASE, INSCE CIRCULAR MONUMENT WEU.

N5B’44'1rtL3 44.481 SHF
TOPARCEL 7 (HantfS5TI 30088712
HiraYscrwL4 306.9Y 0)
5019,

9. 25 M 74
294 M 42

4. 21 M 69
566. 25 M 79
144 M 3
N47’59’20*W 22.00*IS
or R2
)3 or R3
)4 or R4 RECORD
or R5 RECORD DATA
cr R6 RECORD DATA PER TRACT 723,
)7 or R7 RECORD DATA PER *FAIRWAY ESTATES
N OAK KNOU.’. IB M 59-61
or R6 RECORD DATA PER PM B730,
or R9 RECORD DATA PER *UAP OF
SEQUOYAH HLLS*, 28 M 63
)10 or RIO RECORD DATA PER 786
)11 or R11 DATA PER
Na 3670-G, REV SI ON
<r R12 RECORD DATA PER PM crRISRECOR)

CALCULA
AA 10A; 542*00*40*W 93.00*L6 B927.
1444,ALL DISTANCES AND DMENSKMS ARE IN FEET AND DECIMALS THEREOF.iL i^XNOLLaJ PARWAY ESI7 XH47W20*WL7 22.00*
lTHE DSTMCDVE BORDER

SUBOIVDED BY THIS MAP
MGRE OR LESS;
UNE MUCATE5 THE BOUNDARY OF THE LAND
AW CONTAMS AN AREA OF 73.734 ACRES,
TRACT
25 N
11 M
i______ L6 N42W4rt 88.77
DETAIL *C". SHEET 4

BASS GF BEARMGS

THE BEARMGS SHOW CN THIS
NORTH AMERICAN DATUM OF 1983
ZONE 3, THE COORDINATES WERE ■
NAD B3. CCSB3 (EPOCH 2002.75)
VALUES CF NGS CONTROL POM75
NS8*44*27*E 1.91* (NSS13D0*W)8Lfi

3. SEE SHEETS 6 THROUGH 9 FOR PROPOSED LOTS, EASEliENTS AW STREET MONUMEHTATKM.

SURVEY ARE SASED ON THE 284 M 63 SUBOMSXM
(NAD S3) CCS83, CALFCRMA

OETERMMED BY HOUXHG THE

STATE PLANE COCRONATE
AA3S14 AND DC6662.

N3n5*06*W 225.60*L10

4. EASEMENT UNES WITHOUT BEARMGS ARE PERPENDICULAR TD OR PARALLEL WITH PROXNATE EASEMENT AND/OR LOT UNES.

EBJiUJ.

OR. 472
UNRECORDED EJLM.UD. MAP
5 DATED 16 Oct 72*
113 M 3____M_____

FROM RECORD DATA
E.V.

LP.

AL
Na
2783,
941aDISTANCES SHOW ME BASED ON HA063. CAUFORMA ZONE 3.

TD CONVERT TO GROUW DISTANCES. MULTFLT DISTANCES
BY 1^00070754.

M-M

NTS TO MONUMENT DISTANCE
)12
)13SHEET MDEXSHEET
SHEET
SHEET
SHEET

DATA PER FM

TED DISTANCE
i TITLE SHEET ACKNOWLEDGEMENTS
KEYMAP 4 TIES TO MONUMENT UNE
PROPOSED SUBDIVISION 4 EASEMENT
9(QW PAE.

PJ.EE.

PM [ ]
a PRa
SHEET 3 OF 9

SHEETS OF 9

Exhibit B
2019 Agreement
Final Map No. 8320 (Phase 1)
Subdivision Improvement Agreement page 16 of 17

No Fee Document Pursuant To Government Code Section 6103 Recording requested by: 12/03/2019 10:57 AHM8Sl4 KCOBK OF ALAHEDA COUNTV 7 »«®

CITY OF OAKLAND
When recorded mail to:

City of Oakland
Department of Transportation
Dalziel Admin. Building
250 Ogawa Plaza - 4th Floor
Oakland, CA 94612
27 pgs
A'\<V'&
Attn: Kevin Kashi, P.E.,
Supervising Civil Engineer
■space above for Recorder’s use only
2s (nAPN(s): 043A-4675-003-23: 043A-4675-047-01: 048-6870-001-00:
037A-3152-008: Q37A-3152-009
City of Oakland
Department of Transportation
Engineering Services
250 Frank H. Ogawa Plaza - 4th floor Oakland,
California 94612

AGREEMENT

PRIVATE CONSTRUCTION OF INFRASTRUCTURE IMPROVEMENTS
(Developer FDP Site Improvements)
APN: 043A-4675-003-23: 043A-4675-047-01:
048-6870-001-00: 037A-3152-008: 037A-3152-
ADDRESS 8750 Mountain Boulevard
009
OWNER/DEVELOPER Oak Knoll Venture
Acquisition. L.L.C,
ENGINEER George Lenfestv
PX PERMIT No. PX1700067
MAP No. Tract Map 8320
License: 45920 Expires: 12/31/2020
Engineer’s Cost Estimate Amount: $8.195.050

DESCRIPTION OF INFRASTRUCTURE IMPROVEMENTS / WORK
“Agreement” means this Agreement and General and Special Conditions, and all Exhibits and Attachments made part of this Agreement upon its execution. The parties to this Agreement are the City of Oakland (the “City”) and Oak Knoll Venture Acquisition, L.L.C., a Delaware limited liability company (“Developer”).

The “infrastructure improvements and Work” covered by this Agreement comprises Phase I of the master developer improvements described in the “Final Development Plan, Master Developer Site Improvements,” including installation of improvements for sewer, storm drainage, creek restoration, 27233861
I

streets, pedestrian and vehicular bridge, sidewalks, streetlights, trails, parks, entry monumentation, landscaping and dry utilities for the eventual development of Phase I of the mixed-use residential community known as the “Oak Knoll Master Planned Community,” all in accordance with the PX- Permit Set of Plans dated 8/20/2019 submitted under BKF Engineering Title Sheet (sheet 1) and including Civil Drawings dated 8/23/2019 (Proactive Engineering) sheets 3-59: Joint Trench Drawings dated 8/16/2019 (Giacalone Engineering) sheets 60-87: Landscape Plans dated 6/11/2019 (PGA Landscape Architects), sheets 92-136: Pavement Delineation and Traffic Signal Plans dated 8/22/2019 (BKF Engineering), sheets 137-144.

RECITAL
Pursuant to project Condition of Approval Item 10, and to the maximum extent permitted by law, Developer shall defend (with Counsel acceptable to the City), indemnify, and hold harmless the City of Oakland, the Oakland City Council, the Oakland Redevelopment Successor Agency, the Oakland City Planning Commission, and their respective agents, officers, employees, and volunteers (hereafter collectively called the “City”) from any liability, damages, claim, judgment, loss (direct or indirect), action, causes of action, or proceeding by any third party (including legal costs, attorneys’ fees, expert witness or consultant fees, City Attorney or staff time, expenses or costs) (collectively called “Action”) against the City to attack, set aside, void or annul the project Approval or this Agreement, which is an implementation of the project approval. The City may elect, in its sole discretion, to participate in the defense of said Action and the project applicant shall reimburse the City for its reasonable legal costs and attorneys’ fees. Notwithstanding the foregoing, Developer shall not indemnify, defend, release, discharge, or save harmless the City from or against any Claim arising out of the City’s actions, omissions, fault, willful misconduct or negligence, whether active or passive, or any claims Developer makes against the City pursuant to this Agreement.

Developer also hereby agrees to be bound by the attached Exhibits and to comply with the conditions, requirements, and restrictions therein faithfully and fully at all times. This Agreement and attached Exhibits shall equally and fully bind all agents, heirs, successors, and assigns of Developer.

SURETY / BOND AMOUNTS
Performance $8,195,050 Payment (Labor & Mat.) $4,097,525 Maintenance $2,048,762.50 (50%)(100%) (25%)

ACKNOWLEDGEMENTS
(corporate authority and seal required)
Signatures must be Notarized
DEVELOPER: Oak Knoll Venture Acquisition.

L.L.C.. a Delaware limited liability company
Signature
Print Name KlvfjV-' ________
date
2723386_1

e
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness,'accuracy, or validity of that document.

State of California
ORANGE
)
County of )
before me, Elizabeth menicucci) notary publicQn OCTOBER 7, 2019 Here Insert Name and Title of the OfficerDate
personally appeared NICK PAPPAS
. Name(s) of Slgnerfs)
who proved to me on the basis of satisfactory evidence to be the person^ whose name(e)- is/ar-e- subscribed to the within instrument and acknowledged to me that he/sheAhey executed the same in his/hei^their authorized capacity(ies), and that by hls/her/their signaturefs) on the instrument the personfsfr or the entity upon behalf of which the person(aj-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.ELIZABETH M£NICUGCI I Notary Public-California *■
Orange County
Commission #2139442
My Comm, Expires Feb 4,2020
g ftSignature
jgnature of Notary Public
Place Notary Seal Above
-------------------------------------1-----------------------OPTIONAL------------------------------------------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document sDescription of Attached Document
Title or Type of Document:

Number of Pages:
3 Document Date: 3■1Signers) Other Than Named Above:

Capacrty(ies) Claimed by Signer(s)
Signer's Name:_________:______________
□ Corporate Officer — Title(s):____________
□ Partner — □ Limited □ General
□ Attorney in Fact
□ Guardian or Conservator
5Signer’s.Name:_________________
.□ Corporate Officer — Tltle(s):____
□ Partner — □ Limited □ General
□ Individual
□ Trustee
□ Other; _
Signer Is Representing:
it
I□ Individual
□ Trustee
□ Other:__
Signer Is Representing:
□.Attorney in Fact
□ Guardian or Conservator
IH
s
©2014 National Notary Association • www.NatlonalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #6907 8 I
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ATTACHMENTS
Exhibit A - Materials and Quantities Exhibit C - Special Conditions Exhibit E - Responsibilities Exhibit B - General Conditions
Exhibit G-l - Payment Bond
Exhibit D - Plans & Specs. Exhibit F - Securities & Engr. Est.

Exhibit G-2 - Performance Bond

CITY OF OAKLAND
A municipal corporation.

Sabrina Landreth
City Administrator.
-------
Wladimir Wlassowsky, P.E.
date
Assistant Director
Oakland Department of Transportation
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ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.___________________
State of California
County of_____Alameda .)
/S'IS-(Of before me, Anthony Reese, Notary Public
(insert name and title of the officer)
On
Wladimir Wlassowskypersonallyappeared _____________________________ 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.

ANTHONY J. REESE >
Notary Public ■ California
- Alameda County
Commission H 2250463 r
{ My Comm. Expires Jul 19, 202^y
m » P
tWITNESS my hand and official seal.
|
Z
Signature (Seal)t7

EXHIBIT A
Engineer’s Estimate Amount of $8,195,050
ADDRESS: 8750 Mountain Boulevard APN: 043A-4675-003-23: 043A-4675-047-01: 048-6870- 001-00:037A-3152-008: 037A-3152-009
DEVELOPER Oak Knoll Venture Acquisition. L.L.C. PX PERMIT No. PX 1700067 CD set forth below Kl attached hereto
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V,
BKF Engineers
300 Frank H. Ogawa Plaza, Ste 380
Oakland, CA 94612

OAK KNOLL

ENGINEER'S ESTIMATE
10/31/2018
SITE CIVIL IMPROVEMENTS - PHASE 1

ITEM DESCRIPTION QUANTITY UNIT UNIT COST TOTAL COST
1 Concrete Sidewalk SF $352,50070,500 5.00
2 AC Roadway (3.5"AC/12.5" CL IIAB) 250,200 $1,751,400SF 7.00 3 Concrete Curb and Gutter 13,200 $303,600LF 23.00
4 Concrete Vertical Curb LF $47,4003,950 12.00
SITE CIVIL SURFACE IMPROVEMENTS! $2.454.9001
SITE UTILITY IMPROVEMENTS - PHASE 1

ITEM UNIT COSTDESCRIPTION QUANTITY UNIT TOTAL COST
1 Domestic Water-8" (C900 CL200) 9,600 LF 55.00 $528,000 Storm Drain-Manhole2 $172,80048 EA 3600.00
Storm Drain-12" (RCP Class 3)-3 $89,2501,750 LF 51.00
4 Storm Drain-18" (RCP Class 3) 1,170 LF $99,45085.00
Storm Drain-24" (RCP Class 3)5 $106,950930 LF 115.00
6 Storm Drain-36" (RCP Class 3) 194.00LF $417,1002,150
Storm Drain-42" (RCP Class 3)7 LF $81,320380 214.00
8 Storm Drain-48" (RCP Class 3) $125,080530 LF 236.00
Sanitary Sewer-Manhole9 $176,30043 EA 4100.00
Sanitary Sewer-8" (VCP SDR 26)10 1,200 $50,400LF 42.00
11 Sanitary Sewer-12" (VCP SDR 26) $225,7003,700 LF 61.00 Sanitary Sower 15" (VCP SDR 26)12 $80,100!090 LF 90.00
13 Sanitary Sewer-18" (VCP SDR 26) LF $276,7502,250 123.00 14 Fire Water-Fire Hydrant $132,000EA33 4000.00
SITE UTILITY IMPROVEMENTS! $2.561.201)1
ELECTRICAL - PHASE 1

ITEM DESCRIPTION QUANTITY UNIT COSTUNIT TOTAL COST
1 Joint Trench and Service Connection $1,173,600LF9,780 120.00 2 Street Light $700,000100 EA 7,000.00
3 Electrical Service Conduit and Cable $54,600LF2,730 20.00 SITE ELECTRICAL IMPROVEMENTS! $1.928.2001
LANDSCAPE - PHASE 1

ITEM DESCRIPTION QUANTITY UNIT UNIT COST TOTAL COST
1 Bioretention Basins SF $318,50045,500 7.00
2 Public Street Trees $231,000462 EA 500.00
3 Public Planting Areas SF $518,250103,650 5.00
4 Public Irrigation System 1 LS 183,000.00 $183,000
SITE LANDSCAPE IMPROVEMENTS! S1.250.750l
TOTAL CIVIL IMPROVEMENTS - PHASE 11 $8.195.050!
K:\ENG05\056154\DOCS\05-CostEstimates\VTTM Cost Estimate OK VTTM Ph1 Cost Estlmate_2018-10-31 .xls BKF Job No.: 20056154

EXHIBIT B
General Conditions
ADDRESS: 8750 Mountain Boulevard APN: 043A-4675-003-23: 043A-4675-047-01: 048-6870- 001-00: 037A-3152-008: 037A-3152-009
DEVELOPER Oak Knoll Venture Acquisition. L.L.C.

This Agreement shall be effective upon its execution by the Assistant Director, Dept, of Transportation or his designee, and may be voided and the Infrastructure Permit may be suspended or revoked at any time by the Assistant Director, Dept, of Transportation or his designee, upon the material failure of the Developer and their Engineer of Record and Contractor to comply fully and continuously with each and all of the general and special conditions set forth herein and in the standard conditions set forth the Infrastructure Permit.

PX PERMIT No. PX1700067

1. 2. As a condition of the final approval of the infrastructure improvements and Work, the Developer shall submit the following for review and approval by the Assistant Director, Dept, of Transportation or his designee:
a. Certification sealed and signed by the owners’ Engineer of Record attesting that the infrastructure improvements were constructed in conformance with the plans and specifications as approved by the Assistant Director, Dept, of Transportation or his designee, for construction with subsequent modifications therefrom approved by the Assistant Director, Dept, of Transportation or his designee, during construction, and
b. As-Built record drawings indicating all revisions sealed and signed by the Developer’s Engineer of Record (in electronic or AutoCAD format and in Portable Document Format or PDF format) delineating all deviations from the approved plans describing all substitutions from the approved specifications of materials and equipment; and
c. Materials Testing Laboratory Certification sealed and signed attesting to its analysis of the sampled and tested materials incorporated into and the in situ construction of the infrastructure improvements and Work; and
d. Other applicable certifications sealed and signed by the licensed professionals set forth in the Special Conditions of this Agreement attesting to conformance of the construction with their design and installation recommendations for the infrastructure improvements and Work.

3. The Developer shall maintain fully in force and effect at all times good and sufficient insurance for Comprehensive General Liability, including coverage for bodily injury, automobile liability, products and completed operations liability, and contractual liability assumed hereunder, in a face amount not less than $2,000,000 for each person, accident, or occurrence and for Property Damage Liability in a face amount not less than $1,000,000 for each accident or occurrence, insuring the City of Oakland, its officers, agents, employees, and volunteers against any and all claims arising out of the construction of the infrastructure improvement and Work. The certificate of such insurance and subsequent notices of the renewal thereof shall be filed with the Assistant Director, Dept, of Transportation, and shall contain a clause substantially in the following words:
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“This policy shall not be canceled nor the amount of the coverage reduced until thirty (30) calendar days after receipt by the Assistant Director, Dept, of Transportation or his designee, of a written notice of such cancellation or reduction in coverage.”

4. Warranty. The Developer shall warrant the performance of and functioning of the materials and equipment incorporated into the construction of the infrastructure improvements and Work for one year following the date of the issuance of the Certificate of Final Completion, or as otherwise provided in the Special Conditions.

Payment Security. The Developer shall provide a payment bond guaranteeing the payment of labor, fabricators, suppliers, subcontractors, materials men, materials, and equipment used for and incorporated into the construction of the infrastructure improvements. The form of the security shall be in the form attached as Exhibit G-l or otherwise acceptable to the Assistant Director, Dept, of Transportation or his designee, and the face amount shall (unless otherwise provided in this Agreement) be not less than one-half of the cost of construction (50%) of the infrastructure improvements as estimated in the Engineer’s Estimate attached hereto at Exhibit A. The security shall not be released or reduced in amount until the date of final approval of the infrastructure improvements and Work (Certificate of Final Completion). Security shall be released in accordance with the procedures set forth in Government Code section 66499.7.

5. Performance Security. The Developer shall provide an individual security guaranteeing the completion of the infrastructure improvements and Work as described in the approved specifications and delineated in the approved plans and warranting the faithful performance of the infrastructure improvement and functioning of the materials and equipment incorporated therein. The form of the security shall be in form attached as Exhibit G-2 or otherwise acceptable to the Assistant Director, Dept, of Transportation, and the face amount shall (unless otherwise provided in the Agreement) be not less than the cost of construction (100%) of the infrastructure improvements as estimated in the Engineer’s Estimate attached hereto at Exhibit A. The security shall not be released or reduced in amount until issuance of the Certificate of Final Completion as required herein and shall be released in accordance with the procedures set forth in Government Code section 66499.7.

Warranty and Maintenance Security. Developer shall provide an individual security guaranteeing the maintenance of the infrastructure improvements and Work as described in Paragraph 4 above and warranting the faithful performance of the infrastructure improvement and functioning of the materials and equipment incorporated therein. The form of the security shall be acceptable to the Assistant Director, Dept, of Transportation, and the face amount shall be not less than one-fourth the cost of construction (25%) of the infrastructure improvement as set forth in the Engineer’s Estimate attached hereto at Exhibit A. The security shall not be released or reduced in amount until expiration of the warranty period as set forth herein. Security shall be released in accordance with the procedures set forth in Government Code section 66499.7.

6. 7.

Until the expiration of the warranty (one year after the issuance of the Certificate of Final Completion), the Developer shall remain liable for and shall immediately reimburse the City of Oakland for all costs, fee assessments, penalties, and accruing interest but only to the extent caused by Developer’s Work or services, and associated with:
a) the City’s notification to the Developer and its contractor of a violation of any permit term or condition, and
b) the City’s subsequent abatement actions for enforcement of required maintenance, repairs, or

8. 2723386_1

removal, whether in whole or in part, of the infrastructure improvement or of damage to City- maintained or privately-maintained infrastructure improvements made necessary by the failure, whether direct or indirect, of the Developer or its contractor to monitor the construction and the worksite effectively and accomplish preventative, remedial, or restorative work expeditiously. The City reserves the unqualified right to collect all monies unpaid through any combination of available statutory remedies, including awards of judgments by a court of competent jurisdiction, and instituting a demand of the surety for its independent action and reimbursement to the City for its costs, fee assessments, penalties, and accruing interest.

Until the expiration of the warranty one year following the date of final approval of the infrastructure improvement (Certificate of Final Completion), the Developer shall remain solely and fully liable and responsible for the repair, replacement, removal, reconstruction, and maintenance of any portion or all of the infrastructure improvements and Work, whether by the cause, neglect, or negligence of the Developer or its contractor or others engaged by Developer and for the associated costs and expenses necessary to restore infrastructure improvement to the satisfaction of the Assistant Director, Dept, of Transportation or his designee, and shall not allow the worksite to become a blight or a menace or a hazard to the health and safety of the general public.

Notwithstanding the regulations, requirements, and restrictions set forth within this Agreement, the Developer and its heirs, successors, and assigns and future purchasers for valuable consideration of properties abutting the infrastructure improvements shall remain responsible for the maintenance of the infrastructure improvements and Work until such time as the infrastructure improvements and Work is dedicated to the City or the Community Facility District (“CFD”), for required maintenance and repairs.

Developer’s maintenance obligation is guaranteed exclusively by the Maintenance Bond and not by any other bond, including the Performance and Payment Bonds.

Special Condition of Approval - Indemnifications and save harmless set forth in the Recital herein above shall expire and no longer have any force or effect upon the expiration of the warranty period, as set forth in General Condition 4 herein above, following the date of final approval of the Infrastructure Permit.

9. 10.

11. Each Exhibit attached hereto, including Exhibits A through G-2 and the City’s statement, shall be fully incorporated herein as if a part of this Agreement.

Final Completion of the infrastructure improvements and Work shall occur on the date when the Work contemplated under this Agreement is complete and accepted as being in substantial compliance with the terms and conditions of the applicable permits issued for the infrastructure improvements and Work in writing by the City. This date of Final Completion and acceptance shall be confirmed by a Certificate of Final Completion signed by the City the issuance of which shall not be unreasonably withheld.

12. 13.

If the Developer is delayed at any time in the commencement or progress of the infrastructure improvements and Work by any cause beyond the control of the Developer (of its Contractors, Subcontractors, Subcontractors or Material Suppliers), then Developer shall be entitled to an equitable extension of the time for performance. Examples of causes beyond the control of the Contractor include, but are not limited to, the following: unreasonable delay in processing by the City, changes in the Work or the sequencing of the Work ordered by the City, or arising from decisions of the City that . impact the time of performance of the Work, labor disputes not involving the City, fire, encountering Hazardous Materials, adverse weather conditions not reasonably anticipated, and concealed or unknown conditions,.

14. 2723386_1

1 15. Initial Dispute Resolution. If a dispute arises out of or relates to this Agreement, the parties shall endeavor to settle the dispute first through direct discussions between the parties’ representatives, who shall have the authority to settle the dispute. If the parties’ representatives are not able to promptly settle the dispute, the senior management of the parties, who shall have the authority to settle the dispute, shall meet within twenty one (21) days after the dispute first arises.

16. Director of Planning and Building Determination. Pursuant to Project Condition of Approval Item 6, the Director of Planning and Building or his/her designee in the exercise of reasonable discretion shall have the authority to determine whether the infrastructure improvements and Work complies with the terms and conditions of the project approval and of this Agreement.

17. Appeal of Director of Planning and Building Determination. Developer may appeal the Director of Planning and Building’s Determination to the Planning Commission within the time period set forth in Oakland Municipal Code (“OMC”) Section 17.132.020.

18. Writ of Mandate. If the Developer disputes the Planning Commission’s final determination, then Developer may challenge the City’s determination by filing a Writ of Mandate within the time period allowed pursuant to state law.
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EXHIBIT C
Special Conditions
ADDRESS: 8750 Mountain Boulevard APN: 043A-4675-003-23:043A-4675-047-01: 048-6870- 001-00:037A-3152-008; 037A-3152-009
DEVELOPER Oak Knoll Venture Acquisition. L.L.C. PX PERMIT No. PX1700067 Developer shall, either directly or through properly licensed, bonded and insured contractors, subcontractors and material suppliers, provide, furnish, and perform all necessary design, engineering, architectural, and construction services, provide and furnish all necessary supplies, housing, materials, equipment, and all necessary supervision, labor, and services required for the engineering, design, procurement, quality assurance, and inspection, construction, installation, startup, checkout, testing, site cleanup, and (as applicable) for the training of Developer’s personnel, required by, pursuant to, in accordance with or consistent with (as applicable) this Agreement and the Developer’s estimate attached hereto at Exhibit A, including without limitation all bonds, insurance, warranties and performance guarantees, and in accordance with all applicable laws, rules, regulations, orders and decrees of all authorities having jurisdiction (together, the infrastructure improvements and Work), Construction of the infrastructure improvements and Work shall conform with the design and recommendations of the following licensed professionals:

1. 2.
a. Land Survey: Davis Thresh J PLS No. 6868 expires 9/30/2020 Map entitled: Vesting Tentative Tract Map No. 9320, Sheets 1-33. dated 8/31/2017 b. Engineer of Record: George Lenfestv ., PE 45920 . expires 12/31/2020 c. Geotechnical Engineer: Randy Hildebrant J GE 3090 expires 9/30/2020 d. Hydrological Engineer: George Lenfestv , PE 45920 . expires 12/31/2020 Construction of the infrastructure improvements and Work shall conform to “Best Management Practices” and the requirements of the Oakland Municipal Code and by the State Water Resources Control Board - San Francisco Bay for noise mitigation, fugitive dust control, erosion control, and storm water pollutant run-off mitigations.

Construction of the infrastructure improvements and Work shall conform with the requirements of the following related permits:

3. 4.

Creek Protection CP 15032: Tree Removal T1500124: Grading GR1700151

5. Construction Hours of Operation shall conform to the requirements of Conditions of Approval and Oakland Municipal Code, Section 3304.11 (more stringent requirement shall control). Construction generated noise shall further conform to the requirements of Oakland Municipal Code section 17.120.

No work shall be permitted on weekends and holidays, on Holiday Restricted streets, without the written 2723386_1

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permission of the Assistant Director, Dept, of Transportation.

6. Without limiting any other requirement in this Agreement, Developer and its contractor shall comply with, and require all subcontractors to comply with, all applicable laws relating to payment of wages, including without limitation:
a. All applicable wage and hour laws, including without limitation California Labor Code sections 1776 and 1810-1815, and the City’s Minimum Wage Ordinance (codified at Oakland Municipal Code section 5.92.020);
b. All prevailing wage laws, including without limitation Labor Code Section 1774, all laws relating to preparation, maintenance and submission of payroll records confirming payment of prevailing wages, and (if applicable) the federal Davis-Bacon Act; and c. Posting of required jobsite notices.

All infrastructure improvements and Work shall comply with Developer’s approved Final Development Plan: Master Developer Site Improvements.

In the event the City issues a final map for any phase of the Oak Knoll Project prior to the formation of the CFD required by Condition of Approval Item 53 (as defined in Plans and Specifications), Developer acknowledges and agrees that Developer shall remain responsible for the maintenance of those portions of the infrastructure improvements and Work to be dedicated to the City and to be maintained by the CFD until such time as the CFD is formed and undertakes such maintenance responsibilities.

7. 8.

9. Notice To Cure A Default. If Developer is in material breach of a provision of this Agreement, Developer may be deemed in default of this Agreement. In such case, the City shall provide a Notice to Cure a Default in a form that reasonably notifies Developer of the default. If Developer fails within five (5) working days after written notification to Developer and the Performance and Payment Bond surety, to commence and continue satisfactory correction of such default with diligence and promptness, then City without prejudice to any other rights or remedies may:
• supply workers and materials, equipment and other facilities as the City deems necessary for the satisfactory correction of the default, and charge the cost to Developer, who shall be liable for the payment of same; and
• Contract with others to perform such part of the Work as the City determines shall provide the most expeditious correction of the default, and charge the cost to Developer;

10. City’s Right To Terminate For Default. If, within five (5) working days of receipt of a Notice to Cure a Default pursuant to Paragraph 9 above, Developer fails to commence and satisfactorily continue correction of the Default set forth in the Notice to Cure, the City shall, as a condition to termination, notify Developer and the Performance and Payment bond surety that it intends to terminate this Agreement for default absent appropriate corrective action within seven (7) additional calendar days. After the expiration of the additional seven (7) calendar day period, the City may terminate this Agreement by written notice absent appropriate corrective action. Termination for default is in addition to any other remedies available to City under this Agreement or applicable Law. In the event City 2723386_1

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exercises its rights under this Paragraph 9, upon the request from Developer the City shall furnish to Developer a detailed accounting of the cost incurred by City. City may only make a demand on the Performance and Payment Bonds following a termination for default. The obligations of the surety under the Performance and Payment Bonds are conditioned upon City satisfying the obligations of paragraphs 9 and 10.
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11 EXHIBIT D
Plans and Specifications
ADDRESS: 8750 Mountain Boulevard APN: 043A-4675-003-23: 043A-4675-047-01: 048-6870- 001-00: 037A-3152-008: 037A-3152-009
DEVELOPER Oak Knoll Venture Acquisition, L.L.C.

All infrastructure improvements and Work shall conform to the plans prepared by the Engineer of Record and entitled “Oak Knoll - Phase 1 PX Permit,” submitted under BKF Engineering Title Sheet (sheet 1) and including Civil Drawings dated 8/23/2019 (Proactive Engineering) sheets 3-59:

Joint Trench Drawings dated 8/16/2019 (Giacalone Engineering) sheets 60-87: Landscape Plans dated 6/11/2019 (PGA Landscape Architects), sheets 92-136: Pavement Delineation and Traffic Signal Plans dated 8/22/2019 (BKF Engineering), sheets 137-144: and all modifications thereto, as approved by the Assistant Director, Dept, of Transportation or his designee, which are attached hereto.

PX PERMIT No. PX 1700067

1. All infrastructure improvements and Work shall conform to the specifications prepared by the Engineer of Record dated: 8/23/2019 and all modifications thereto, as approved by the Assistant Director, Dept, of Transportation, which are attached hereto.

All infrastructure improvements and Work shall conform with the requirements of the Special Provisions to the Green Book for Oakland entitled “Standard Specifications For Public Works Construction (year) 2015 Edition”, as amended and supplemented by City of Oakland ordinance 12498 C.M.S.

2. 3.

All infrastructure improvements and Work shall conform with the requirements of the City of Oakland construction design, entitled “Standard Details For Public Works Construction (year) 2015 Edition”, as established by ordinance 12498 C.M.S.

Prefabricated materials incorporated into the Work shall have prior written approval of the Assistant Director, Dept, of Transportation, and shall conform to installation recommendations of the product manufacturers.

4. 5.

6. All infrastructure improvements and Work shall conform with the requirements of the Final Development Plan: Master Developer Site Improvements dated September 22,2017 (FDP).

All infrastructure improvements and Work shall conform with the Conditions of Approval dated October 18, 2017 for Oakland City Planning Commission Case File Numbers: PLN15378; PLN15378-ER01; PLN15378-PUDF01; PLN15378-PUDF02; CP15032; and TTM8320 (COA or Conditions of Approval), including the following exhibits:

Exhibit A: Equivalent Housing Unit Summary
Exhibit B: Oak Knoll Ownership and Maintenance Matrix
Exhibit C: Project Phasing Diagram
Exhibit D: Phase 1 Diagram
Exhibit E: Extension of Barcelona Street

7. 8. All infrastructure improvements and Work shall conform with the Vesting Tentative Tract Map No 8320, City Submittal #3 September 25,2017.
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9. All infrastructure improvements and Work shall conform with the Oak Knoll PUD Permit and Oak Knoll Preliminary Development Plan dated September 2017.

10. All infrastructure improvements and Work shall conform with the Oak Knoll Supplemental EIR Standard Conditions of Approval / Mitigation Monitoring and Reporting Program, dated June 5, 2017 (SCA/MMRP).

11. AH infrastructure improvements and Work shall conform with the Oak Knoll Design Guidelines, dated July 2017;

12. All infrastructure improvements and Work shall conform with the Conditional Use Permit for Shared Access Facilities, dated October 18,2017.

13. All infrastructure improvements and Work shall conform with the Creek Protection Permit and Rifle Range Creek Hydrology Report Restoration Plan Preliminary Creek Protection Creek Protection Permit and Creek Restoration Plan, updated August 25, 2016.

14. All infrastructure improvements and Work shall conform with the Tree Permit T1500124, including Tree Permit Decision, issued by City of Oakland, Public Works Agency, dated 10/19/2017, including Tree Permit Mapbook, and Tree Removal Permit Package Oak Knoll Mixed Use Development Project, dated January 2017.

15. All infrastructure improvements and Work shall conform with the Greenhouse Gas Reduction Plan (GGRF), as included in the April 27, 2017 Final Supplemental EIR.

16. Residential driveway locations in the Project are not approved by the City at the time of issuance of the PX Permit, as no development application has been submitted or approved for any individual lot served by the driveways shown on the plans. Any and all driveways constructed under the PX Permit are subject to demolition, relocation, and/or reconstruction requirements and related sidewalk, landscaping, street, or other repair at the time of future development application submittals but only if the City determines that the location of the driveways as installed precludes development of the individual lots in conformance with the Oak Knoll Preliminary Development Plan, OK-D zoning and Oak Knoll Design Guidelines.
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EXHIBIT E
Responsibilities
ADDRESS: 8750 Mountain Boulevard APN: 043A-4675-003-23: 043A-4675-047-01: 048-6870- 001-00: 037A-3152-008:037A-3152-009
DEVELOPER Oak Knoll Venture Acquisition. L.L.C. PX PERMIT No. PX1700067 The Developer shall employ the services of the Engineer of Record during construction, who shall periodically visit the site to assure that the work and the materials and equipment incorporated therein conform with the plans and specifications and any modifications thereto, as approved by the Assistant Director, Dept, of Transportation,, and with the standard conditions of the Infrastructure Permit and the Special Conditions of this Agreement
Engineer
Of Record Date
sij^rgfure\___
Print Name George Lenfestv
The Developer shall also employ the services of a Materials Testing Laboratory during construction, as required by the standard conditions of the Infrastructure Permit and the Special Conditions of this Agreement and approved by the Assistant Director, Dept, of Transportation, that shall periodically visit the site and sample, test, and analyze the installation of imported and in situ materials incorporated in the infrastructure improvement to assure conformance with the plans and specifications and any modifications thereto, as approved by the Assistant Director, Dept, of Transportation.

The Developer shall also employ the services of Special Inspectors during construction, as required by the standard conditions of the Infrastructure Permit and Special Conditions of this Agreement and approved by the Assistant Director, Dept, of Transportation,, who shall periodically visit the site and observe the installation of equipment and imported and in situ materials incorporated therein to assure conformance with the plans and specifications and any modifications thereto, as approved by the Assistant Director, Dept, of Transportation or his designee.

The Developer shall also employ other licensed professionals, as required by the Special Conditions of this Agreement, who shall periodically visit the site and provide specialized services, including boundary and topographical survey and soils, hydrological, and geotechnical observation, to assure that the construction and the materials and equipment incorporated therein conform their design and installation recommendations and any modifications hereto, as approved by the Assistant Director, Dept, of Transportation or his designee.

1. 2.

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EXHIBIT F
Securities and Estimated Cost of Construction
ADDRESS: 8750 Mountain Boulevard APN: 043A-4675-003-23: 043A-4675-047-01: 048-6870- 001-00: 037A-3152-008: 037A-3152-009
DEVELOPER Oak Knoll Venture Acquisition. L.L.C. PX PERMIT No. PX1700067 Engineer of Record’s Estimated Cost of Construction (See Exhibit A)

1. Performance Security
□ Bond (copy attached; original document filed with Records) control no.surety
O Cash/cashier’s check (deposited in a City account; interest will not be paid upon refund) control no.bank
d Assignment of Certificate of deposit (copy attached; original document filed with Records)
bank control no.

EH Irrevocable instrument of credit (copy attached; original document filed with Records) control no.bank

2. Payment Security
EH Bond (copy attached; original document filed with Records) control no.surety
EH Cash/cashier’s check (deposited in a City account; interest will not be paid upon refund) control no.__bank
D Assignment of Certificate of deposit (copy attached; original document filed with Records)
bank control no.

EH Irrevocable instrument of credit (copy attached; original document filed with Records) control no.bank
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3. Maintenance Security
To be posted following the date of final approval of the Infrastructure Permit (Notice of Completion).
□ Bond (copy attached; original document filed with Records) control no.surety
LH Cash/cashier’s check (deposited in a City account; interest will not be paid upon refund) control no.bank
EH Assignment of Certificate of deposit (copy attached; original document filed with Records)
bank control no.

EH Irrevocable instrument of credit (copy attached; original document filed with Records) control no.bank
DOT / Engineering Services
Staff Initials: JG
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2723386_1

'Revisied Original'
EXHIBIT G-l

PAYMENT BOW)
Labor and Material Payment Bond
BOND NUMBER: 1001124438
ADDRESS: 8750 Mountain Blvd.

PARCEL No.: ...................

OWNER: Oak Knoll Venture Acquisition, LLC
PRINCIPAL: Oak Knoll Venture Acquisition, LLC
PERMIT: AMOUNT:$4,097,525,00
Whereas, the City of Oakland, State of California through the Assistant Director of the Department of Transportation, and Oak Knoll Venture Acquisition, LLC have entered into an agreement whereby Principal agrees to install and complete certain designated improvements (Work), which said agreement is identified as Agreement Private Construction of Infrastructure (Developer FDP Site Improvements) (Agreement) and is hereby referred to and made a part hereof; and
(Principal)
)
Whereas, under the terms of the -Agreement; the- Principal is required, before' entefing. rjpon the; performance of the Work, to file a good and sufficient payment bond with the City of Oakland to secure the Claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code.

Now, therefore, the Principal and the undersigned as corporate surety, are held, firmly bound unto all contractors, subcontractors, laborers, material suppliers, and Other persons, employed in the performance of the agreement and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code (Claimants) in the ;sum of four million ninety-seven thousand five hundred twenty-dive arid 00710Q Dollars ($4,097,525.00), for materials furnished or labor thereon of any kind, or for amounts due .under the Unemployment Insurance Act with respect to this Work or labor, that the surety will pay the same in an amount' not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorney’s fees, incurred by Claimants in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

It is hereby expressly stipulated and agreed that this bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond.

Should the condition of this bond be folly performed, then this obligation shall become null and Void, otherwise it shall be and remain in full force and effect.

Payment Bond page 1 of 2

• /
In witness whereof, this instrument has been duly executed by the principal and surety above named, on the 6th day of August9 2019.

PRINCIPAL SURETY
Oak Knoll Venture Acquisition, LLC American Contractors Indemnity Company i
i
ifu>
\\ SignatureSignature^ 7
Print Name 't-
Tmepfcjpmm\
Print Name Shane Wolf
Title Attorney-In-Fact
i (Notarizations of all signatures and Surety signer's corporate authorization required) ■■ i
Payment Bond page 2 of 2

•/ »:

ALL- PURPOSE

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

State of California }
;
County of Orange
On Augusts, 2019
}
before me, Susan E. Morales, Notary Public
” (ftoro iMCri name.andbileot uta officer)
personally appeared Shane Wolf,
who proved to me on the basis of satisfactory evidence to be the person^ whose name(s) is /are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hls/her/their authorized capacity (res-), and that by his/hcr/thetr signature^ on the instrument the person(s), or the entity upon behalf of which the person (e) acted, executed the instrument.t
i
i I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
ij£3sti COMM, #2279182 1
WITNESS my hand and official seal.
-t£.. hlcn
Notary Publlc.Signature (Notary Public Seal)
♦ ♦

INSTRUCTIONS FOR COMPLETING THIS FORMADDITIONAL OPTIONAL IN FORMAT ON This form complies with current California statutes regarding notary wording and, tf needed, should be completed and attached to the document, Acknolwedgents from other states maybe completed for documents being sent to that state so long as the wording does not require the California notary to violate California notary law.

DESCRIPTION OF THE ATTACHED DOCUMENT
Bond #1001124438
(Title of description of attached document)
American Contractors Indemnity Company
• Slato and County information must be the State and County where the document signeKs) personally appeared before the notary public for acknowledgment, • Date of notarization must be the date that the signers) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). » Print the name(s) of document signers) who personally appear at the time of notarization.
• Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/theyv is /are) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible.

Impression must not cover test or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk.
❖ Additional information is not required but could help' to ensure this acknowledgment is not misused or attached to a different document. ❖ Indicate title or type of attached document, number of pages and date. ❖ Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document with a staple. (Title or description of attached document continued)
Number of Pages _2__Document Date 9/6/19

CAPACITY CLAIMED BY THE SIGNER
□ Individual (s)
□ Corporate Officer
(Title)
□ Partner(s)
0 Attorney-in-Fact
□ Trustee(s)
□ Other_______
2015 Version www.NotaryClasses.com 800-873-9865

;• I
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the Identity of the Individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. i
State of California
ORANOE
)
County of
Qn AUGUST 8, 2019
Date
personally appeared
)
before me, Elizabeth menicucci, notary public
Here Insert Name and Title of the Officer
STEPHAN Z. ELIEFF
Namefs) of Slgnerfs)I
who proved to hie off the basis of satisfactory evidence to be the person^ whose name(s)-is/aFe- subscribed to the within Instrument and acknowledged to me that he/she/they executed the same in his/hetfthelnsuthorized oapacity(le4rand that by his/Hefftheir slgnaturo®-en the Instrument the person(e)r or the entity upon behalf of which the person(sfacted, 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.
i
I
!
m m + A +
ELIZABETH M6NICUCGI
Notary Public -California
Orange County
Commission It 2139442 rMy Comm. Expit«$ Fab 4,2020 I
| &
Signature
Signature of Notary Public
i Place Notary Seal Above
—-------------------------------------------------------OPTIONAL----------------------;------------------------------------ Though this section Is optional, completing this Information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document
Title or Type of Document:_______
Number of Pages:

Capaclty(ies) Claimed by Slgnerfs)
Signer's Name:________________
□ Corporate Officer — Tltle(s):____
□ Partner — □ Limited □ General
□ Individual
□ Trustee
□ Other:___
Signer Is Representing:
a
Document Date: i
•iSigners) Other Than Named Above:

Slgner’s.Name:________________
□ Corporate Officer — Tltlefs):____
□ Partner — □ Limited □ General
□ Individual
□ Trustee
□ Other: __
Signer Is Representing:
13 5
□ Attorney In Fact
□ Guardian or Conservator
□ Attorney in Fact
□ Guardian or Conservator
©2014 National Notary Association * www.NationalNotary.org • 1-800-US NOTARY (1 -800-876-6827) Item #5907 a

'Revisied Original'
EXHIBIT G-2 PERFORMANCE BOND
Faithful Performance Bond!
BOND NUMBER: 1001124438I
ADDRESS: 8750 Mountain Blvd. OWNER: Oak Knoll Venture Acquisition, LLC PARCEL No.: PRINCIPAL:. Oak Knoll Venture Acquisition, LLC PERMIT: AMOUNT: $8,195,050.00
Whereas, the City of Oakland, California, through the Assistant Director of its Department of Transportation, (City) and Oak Knoll Venture Acquisition, LLC entered into an agreement whereby Principal agrees to install and complete certain designated improvements (Work), which said agreement is identified as Agreement Private Construction of Infrastructure (Developer FDP Site Improvements) (Agreement) and is hereby referred to and made a part hereof; and
Whereas, Said Principal is required under the terms of said Agreement to furnish a bond for the faithful performance of said Agreement.

Now, therefore, we, the Principal and American Contractors Indemnity Company are held and firmly bound unto the City in the penal sum of einKt million one hundred ninety-five thousand fifty and 00/100 dollars f$8.l9Si.05Q:001 lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.

The condition of this obligation is such that, if the Principal shall in all things stand to and abide by and well and truly keep and perform the covenants, conditions and provisions in the said Agreement and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless City of Oakland, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. (Principal) have
, as surety,
It is further stipulated and agreed that any Home Owner's Association (“HOA”), Mello-Roos Community Facilities District (“CFD”), or Geologic Hazard Abatement District (“GHAD”), whether in existence on the date hereof or established in the future, which obtains title to or responsibility for any portion of the improvement/Work under this Agreement, is for that portion an express third-party beneficiary of this Agreement.

As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney’s fees, incurred by either party in successfully enforcing the terms and obligations of this agreement, all to be taxed as costs and included in any judgment rendered.

Performance Bond page 1 of 2

The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement or to the Work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Agreement or to the Work or to the specifications. Notwithstanding the foregoing, City agrees that it will give Surety notice of any single change that increases the penal sum of this Bond by 15% or more and of any change that, in the aggregate with all other changes, increases the penal sum of this Bond by 30% or more.

In the event that City serves a Notice of Default upon the Surety pursuant to Paragraph [9] of the Special Conditions in the Agreement and thereafter terminates the Principal pursuant to the Agreement, and if City is not in default under the Agreement, then the Surety shall have the duty to take over and complete the Work; provided, however, that if the Surety, within a reasonable time after service of such notice by City, fails to provide City with a written acknowledgment that the Surety will take over and complete the WoTk, then by further written notice to the Surety by City, the City may elect to fake over the Work and prosecute the same to completion, by contract of by any other method City may deem advisable, for the account and at the expense of the Principal and Surety shall be liable to the City for any cost or damages occasioned to the City thereby, including those costs and expenses described in Government Code §66499.4; and in such event, City, without liability for so doing, may take possession of, and utilize in completing the Work, such materials, appliances, plant and other property belonging to Principal or its contractors as may be on the site of the work and necessary therefore. i
In witness whereof, this instrument has been duly executed by the principal and surety above named, on the 3th day of August ,20J9.

PRINCIPAL SURETY
American Contractors Indemnity CompanyOak Knoll Venture Acquisition, LLC /<7
Signature SignaturetKyPrint Namefc/AB'PF' Print Name Shane Wolf Title mkl Title Attomey-ln-Fact
(Notarizations of all signatures and Surety signer's corporate authorization required) Performance Bond page 2 of 2

• ! (

ALL- PURPOSE

CERTIFICATE OF ACKNOWLEDGMENT
i A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California }
County of Orange }
On August 6, 2019 before me, Susan E. Morales, Notary Public , — PersTnseifoarna grKjuUBtft tfiaotrtcorj
personally appeared Shane Wolf
who proved to me on the basis of satisfactory evidence to be the personas) whose name(s) is/afe subscribed to the within instrument and acknowledged to me that TCrir
his/Her/their signature^) on the instrument the person(s), or the entity upon behalf of which the personae) 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.

CdMM.#221?9:l82 2
1 28,2^1
WITNESS my hand and official seal.

C'lL/iam .. PH<r\
Notary Public Signature (Notary Public Seal)
♦

INSTRUCTIONS FOR COMPLETING THIS FORM
This form complies with current California statutes regarding notary wording and, if needed, should he completed and attached to the document. Acknolwedgents from other states may be completed for documents being sent to that state so long as the wording does not require the California notary to violate California notary law. • State and County information must be the State and County where the document signers) personally appeared before the notary public for acknowledgment, • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization.
• Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. he/she/tbeyr is /are) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • The notary seal impression must be clear and photographically reproducible.

Impression must not cover text or lines. If seal impression smudges, re-seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk.
4* Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document, ❖ Indicate title or type of attached document, number of pages and date. ❖ Indicate the capacity claimed by the signer. If the claimed capacity Is a corporate officer, indicate the title (i.e, CEO, CFO, Secretary), • Securely attach this document to the signed document with a staple.

ADDITIONAL OPTIONAL INFORMATION

DESCRIPTION OF THE ATTACHED DOCUMENT
Bond #1001124438
(Title or description ol attached document)
American Contractors Indemnity Company
(Title or description of attached document continued)
Number of Pages _2__Document Date 8/6/19

CAPACITY CLAIMED BY THE SIGNER
□ Individual (s)
□ Corporate Officer
(Title)
□ Partner(s)
0 Attorney-in-Fact
p Trustee(s)
□ Other
2015 Version www.NotaryClasses.com 800-873-9865

4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1189 A notary public or other officer completing this certificate verifies only the Identity of the Individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
ORANGE
)
County of
Qn AUGUST 8, 2019 before me, b&izabbth menicucci, notary public Date Here Insert Name and Title of the Officer
STEPHAN Z. ELIEfPpersonally appeared
Name(s) of Signer(s)
who proved to: me: on the basis of satisfactory evidence to be the person(e^who:se name(e)~fs/aFe- subsoribed to the within instrument and acknowledged to me that he/she/they executed the same in his/he^thelr authorized capacityties^ and that by hls/hefifthelr slgnature(e>on the instrument:the person^? or the entity upon behalf of which the persona-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,
!
!
i

ELIZABETH MENICUCCI
Notary Public -California
Orange County Commission #2138442
My Comm, fixplras Fab 4,2020
■
v is*/ v -y IbMUtAc*-*
£§jpnature of Notary Pi, bile
l
Signature^
■\ .

Place Notary Seal Above
—*-----------------------------------------------------OPTIONAL----------------------------------------------------------- Though this section Is optional, completing this Information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. i
Description of Attached Document
Title or Type of Document:

Number of Pages:
?Document Date: 1
sSigners) Other Than Named Above:

Capacity{ies) Claimed by Signer(s)
Signer's Name: ______________________
□ Corporate Officer — Title(s): ____________
□ Partner — □ Limited □ General
□ Attorney in Fact
□ Guardian or Conservator
Signer’s.Name:;_______________
□ Corporate Officer — Tltle(s):_____
□ Partner — □ Limited □ General
□ Individual
□ Trustee
□ Other: _
Signer Is Representing:
i
'}
4 b
□ Individual
□ Trustee
□ Other:___
Signer Is Representing:
□ Attorney In Fact
□ Guardian or Conservator
r
ii
©2014 National Notary Association • www.NatlonalNotary.org ■ 1-800-US NOTARY (1-800-876-6827) Item #5907 J
i
%

Exhibit C
Engineer’s Estimate for the Phase lb Improvements
Final Map No. 8320 (Phase 1)
Subdivision Improvement Agreement page 17 of 17

BKF Engineers
300 Frank H. Ogawa Plaza, Ste 380
Oakland, CA 94612

OAK KNOLL

ENGINEER'S ESTIMATE

ADDITIONAL ITEMS
4/15/2022

ADDITIONAL SITE IMPROVEMENTS

ITEM DESCRIPTION QUANTITY UNIT UNIT COST TOTAL COST
$120.00 $96,0001 PARCEL 7 - 4" VCP Sanitary Sewer Service (with plug) LF800 PARCEL 7 - Sanitary Sewer Cleanout $1,800.00 $50,4002 28 EA □l
$319,000Phase 1 Street Monuments $7,250,0044 EA
SITE UTILITY IMPROVEMENTSf $465.400!
TOTAL CIVIL IMPROVEMENTS •, PARCEL $4C5,400
COST PER UNIT N/Al
\
K:\ENG05\056154\DWG\EXHIBITS\2021.11,04_Parcel 7 Sewer Lateral Plan\ Engineer's Estimate (Parcel 7 & Street Monuments for PH1).xls BKF Job No.: 20056154

Rules & Legislation CommitteeJune 23, 2022

Rules & Legislation Committee
June 23, 2022