89324 CMS — Oakland City Council, July 19, 2022

«§) Approved as to Form and Legality
CLtLf
1 V0AKLAND
22 JUL -*1 PW 5*‘ 54
Office of the CWfWtorney

OAKLAND CITY COUNCIL
RESOLUTION NO. 8 9 3 2 4 C.M.S.

RESOLUTION CONDITIONALLY APPROVING A FINAL MAP FOR
TRACT NO. 8320 (PHASE 1), LOCATED AT 8750 MOUNTAIN
BOULEVARD (OAK KNOLL PROJECT PHASE 1) FOR A NINETEEN

PARCEL SUBDIVISION AS PART OF PROPERTY OWNED BY OAK
KNOLL VENTURE ACQUISITION, LLC; 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, 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, the Subdivider specifically applied to the City for a Vesting Tentative Tract Map (TTM 8320) (“Tract Map No. 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 (“Tract Map No. 8320 (Phase 1”); 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), and 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, 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 are for public street and utility purposes. The remaining parcels are for open space, creek, or community parkland; and
WHEREAS, the City Clerk has certified that the City Council approved the Vesting Tentative Tract Map for Tract No. 8320 (Phase 1), upon which said Phase 1 Final Map is based; and
WHEREAS, the City Engineer of the City of Oakland has examined the Final Map and determined that:
■ the subdivision as shown on the Final Map for Tract No. 8320 (Phase 1), delineated diagrammatically in Exhibit A attached hereto and incorporated herein, is substantially the same as it appeared on the approved Tract Map No. 8320, which created developable 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.; and ■ the Final Map for Tract No. 8320 (Phase 1) complies in all manners with the provisions of California Government Code sections 66410 et seq. (Subdivision Map Act) and the City of Oakland’s local subdivision ordinance (Oakland Municipal Code, Title 16 - Subdivisions); and
WHEREAS, pursuant to California Business and Professions Code section 6731, the City Engineer has further determined that the Final Map is technically correct and accurately delineates the proposed metes and bounds of the property boundaries separating the proposed nineteen (19) lots, the limits of which have been established by a field boundary survey performed by a competent Land Surveyor, who is licensed by the State of California to practice land surveying, and can be re-established from the monuments, property comers, radii, bearings, and distances shown on the Final Map for Tract 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
WHEREAS, the City Engineer has approved Infrastructure Permit No. PX1700067, recorded P-Job agreement at Alameda County, document number 2019247294, and the Subdivider’s plans and specifications for construction of the required public infrastructure 2 improvements and infrastructure within private property common to subdivided lots known as private-public improvements, attached hereto as Exhibit A and incorporated herein; and WHEREAS, through a separate companion Resolution, staff is seeking authorization from the City Council for the City Administrator to enter into a Subdivision Improvement Agreement (“SIA”) with the Subdivider 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 (Phase 1), to assure 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, the Subdivider has deposited adequate security in the form of surety bonds to secure the Subdivider’s performance of the required public infrastructure improvements identified in the SIA; and
WHEREAS, the City’s approval of a final subdivision map is a ministerial action that is exempt from the requirements of CEQA pursuant to Public Resources Code section 21080(b)(1) and CEQA Guidelines section 15268, which each provide, on a separate and independent basis and when viewed collectively, an overall basis for CEQA clearance; now, therefore, be it RESOLVED: That the Final Map for Tract No. 8320 (Phase 1) conforms to all the requirements in Government Code sections 66410 et seq. (Subdivision Map Act), Title 16 of the Oakland Municipal Code, and CEQA, and is hereby conditionally approved; and be it FURTHER RESOLVED: That the approval of the Final Map is conditioned upon completion of public infrastructure improvements and private common access roadways and utilities that are required to service the public or the individual parcels, as required by the SIA; and be it
FURTHER RESOLVED: That the hereinabove conditions shall be binding upon the Subdivider and its successors or assigns, affiliated companies or corporations, parent companies or corporations, or partners; and be it
That the successive owners, Homeowners Association
(“HOA”), the Community Facilities District (“CFD”), and/or the Geologic Hazard Abatement District (“GHAD”) shall be responsible, as set forth in the Project’s approval documents, for the maintenance in perpetuity of all infrastructure improvements within the areas common to parcels for required access and utilities required excepting from said responsibility infrastructure improvements that are otherwise regulated by California Public Utilities Commission; and be it FURTHER RESOLVED.

FURTHER RESOLVED: That failure by the Subdivider to comply in all aspects with the SIA shall void approval of the Final Map and shall result in reversion to acreage to the original parcel(s) comprising Tract No. 8320; and be it FURTHER RESOLVED: That the City Engineer is hereby authorized to endorse the Final Map for Tract No. 8320 (Phase 1); and be it
3 FURTHER RESOLVED: That the City Clerk of the City of Oakland is hereby authorized to endorse the Final Map for Tract No. 8320 (Phase 1) upon its execution by the City Engineer; and be it
FURTHER RESOLVED: That the City Engineer is hereby authorized to cause the fully executed Final Map for Tract No. 8320 (Phase 1) to be filed with the Alameda County Clerk-Recorder for recordation; and be it
FURTHER RESOLVED: That the City’s approval of Tract No. 8320 (Phase 1) is a ministerial action that is exempt from the requirements of CEQA pursuant to Public Resources Code section 21080(b)(1) and CEQA Guidelines section 15268, which each provide, on a separate and independent basis and when viewed collectively, an overall basis for CEQA clearance; and be it
FURTHER RESOLVED: That this Resolution shall be effective upon its adoption by a sufficient affirmative votes of the elected members of Council of the City of Oakland, as provided in the Charter of the City of Oakland.

IN COUNCIL, OAKLAND, CALIFORNIA, JUL 1 9 2022
PASSED BY THE FOLLOWING VOTE:

M GALLO, KALB, KAPLAN, REID. TAYLOR, THAO AND
PRESIDENT FORTUNATO BAS —

AYES - I
NOES -
ABSEN'

ABSTENTION
lExcmcA. -h ATTEST: ASHAfjEED
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. 4 EXHIBT A Tract 8320

OWNER'S STATEMENT
THE UNDERSIGNED. OAK KNOLL VENTURE AC
LIABILITY COMPANY. HEREBY STATES THAT IT

DELINEATED AND EMBRACED WITH THE EXTERIOR BOUNDARY LINES ON THE HEREIN EMBODIED MAP ENTITLED "TRACT 8320", THAT SAID OWNER AC

LAND BY VIRTUE OF THAT CERTAIN GRANT DEED RECORDED

CITY CLERK'S STATEMENT

STATE OF
COUNTY 0
CITY ENGINEER’S STATEMENT
QUISinON, LLC. A DELAWARE

IS THE OWNER OF ALL THE

LIMITED
LANDS

CALIFORNIA

F ALAMEDA
I,

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.

I, ASHA REED.

STATE OF CAL
"TRACT 8320" WAS PRESENTED TO THE COUNCIL OF THE CITY OF OAKLAND AT A

REGULAR MEETING HELD ON THE

DID THEREUPON BY RESOLUTION NUMBER
, CITY CLERK AND
L1FORNIA, DO HER

QUIRED TITLE TO SAID
MAY 9, 2014 UNDER

CLERK OF THE CITY COUNCIL OF THE CITY OF OAKLAND,

EBY CERTIFY THAT THE HEREIN EMBODIED MAP ENTITLED
RECORDER’S SERIES NO. 2014117035, AND THAT CERTAIN GRANT DEED RECORDED JANUARY 24. 2017. UNDER SERIES NO. 2017017623, IN THE OFFICIAL RECORDS OF ALAMEDA COUNTY. STATE OF CALIFORNIA; THAT IT CONSENTS TO THE PREPARATION AND OF
20_ _AND THAT SAID COUNCILTY.

MA
RUNG OF THIS P.

APPROVE SAID MAP.

IN WITNESS WHEREOF, 1 HAVE HEREUNTO SET MY HAND THIS DAY OF ______. 20.SAID OWNER HEREBY IRREVOCABLY OFFERS FOR DEDICATION TO THE CITY OF OAKLAND 8UC RIGHT LYING
THAT

ABOVE GROUND

TY STRUCTURES
S AND
EVER, AN EMERGENCY VEHICLE ACCESS EASEMENT (E.V.A.E.) WITH THE PU

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

SAID AREAS OR STRIPS OF LAND SHALL BE KEPT OPEN AND

BUILDINGS AND STRUCTURES

AND APPURTENANCES, LAND
APPURTENANCES. AND

SAID OWNER ALSO II
RECREATION. PARKS AND OPEN SPACE FACILITIES. TRAILS. UTILITIES.

AND EGRESS AND THE CONSTRUCTION AND MAINTENANCE OF LANDS

N THE LOT LINES OF THIS MAP
L. PARCEL M. AND PARCEL N.

I HEREBY ACCEPT ON BEHALF OF THE CITY OF OAKLAND THE AREAS DESIGNATED AS PARCEL 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’ (PUBUC ACCESS EASEMENT). P.A.E. ’B’ (PUBLIC ESS EASEMENT), AND THE P.U.E. (PUBUC UTILITY EASEMENT) AS HEREIN DEDICATED IN ACCORDANCE WITH SECTION 16.1Z0B0 OF THE OAKLAND MUNICIPAL CODE.

EBY ABANDO

WITHIN THE
FOR

LABELED PARCEL
\LL BE KEPT OPE
PARCEL R;

FREE FROM
PPUCABLE UTIL!

IGATION SYSTEM
SIGNATURE;AND
OF
EPT

CEP' DATE

ANY KIND EX
SCAPING AND TREES. IRR
LAWFUL FENCES.

T AP fftPRINTED NAME:

R.C.E. NO.

ACTING CITY ENGINEER

CITY OF OAKLAND, ALAMEDA COUNTY

STATE OF CAUFORNIA
5 __i
ACC Ho.

J/RREVOCABLY OFFERS TO DEDICATE. FOR PUBUC
TRAILS. UTIUTIES
ACCESS.
ilAGE, INGRESS
LANDSCAPING; THE
LABELED PARCEL A.

USE:

DRAIN
PURSUANT TO GOVERNMENT CODE SECTION 66434(G), I Hi'R
OF THE HEREAFTER USTED EASEMENTS. THAT ARE LOCATED
MAP BUT ARE NOT SHOWN ON THIS MAP;

PORTIONS

Y OF THIS

N THOSE BOUNDARPARCELS

PARCEL G

OF LAND LYI
, PARCEL H.

NG WITH! PARCEL
CLERK OF THE BOARD OF SUPERVISORS STATEMENT:

ANIKA CAMPBELL-BELTON. CLERK OF THE BOARD OF SUPERVISORS FOR THE COUNTY OF LAMEDA, STATE OF CAUFORNIA. HEREBY STATE, AS CHECKED BELOW. THAT:

L
1) 5’ S.S.E., PARCEL 1 RECORDED ON APRIL 2, 1953 IN BOOK 7011 AT PAGE 5 OF RECORDS OF THE COUNTY OF ALAMEDA, STATE OF CAUFORNIA.OF ORNIA.

OFFICIAL
' OFFERS TO DEDICATE PUBUC ACCESS EAS

Y FOR ANY AND ALL PUBUC USES TO THE

SAID OWN

THE PUR
OAKLAND UMITED TO THE AREAS DEUNEATED HEREIN AND DESIGNATED AS "P.A.E. A* (PUBUC ACCESS EASEMENT) UPON AND OVER THO
WITHIN THE LOT UNES OF THIS MAP LABELED AS .

NER ALSO IRREVOCABLY

POSE OF RIGHT OF WAT

EMENTS FOR
CITY OF 2) 5' S.S.E., PARCEL 2 RECORDED ON

RECORDS OF '

I APRIL
THE CO
RECORDED ON OCTOr

OFFICIAL RECORDS OF
UN 1953 IN BOOK 7011 AT PAGE 5

TY OF ALAMEDA, STATE OF CAUF

OFFICIAL
[ ] AN APPROVED BOND HAS BEEN FILED WITH THE BOARD OF SUPERVISORS OF SAID COUNTY AND STATE IN THE AMOUNT OF $

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. >SE AREAS OR STRIPS OF
PARCEL A AND PARCEL R.

LAND LYING CONDITIONED FOR THE3) 5* S.S.E. BER 10.
* THE C(
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 AS DOCUMENT 2002313567 OF OFFICIAL RECORDS OF THE COUNTY OF ALAMEDA. STATE OF CAUFORNIA.

RECORDED ON MAY 10, 1974 IN REEL 3676 AT IMAGE 738 OF
RECORDS OF THE COUNTY OF ALAMEDA, STATE OF CAUFORNIA.
, 1957 IN BOOK B491 AT PAGE 347 OF
OUNTY rT ALAMEDA, STATE OF CAUFORNIA.OFFICIAL4) 5’ S.S.E. 5) 5’ SS.E.
6) 5’ S.S.E.

SAID OWNER ALSO IRREVOCABLY Of
THE PURPOSE OF PU8LIC RIGHT OF

OAKLAND UMITED TO THOSE STRIPS
"P.A.E. B" i

LAND LYING

FFERS TO ESTRI
LAND D

DEDICATE A PUBUC ACCESS EASEMENT FOR

AN INGRESS AND EGRESS TO THE CITY OF

EUNEATED HEREIN AND DESIGNATE

VER THOSE AREAS OR STRIPS OF
BELED AS PARCEL A.

PED
OF
D AS [ ] ALL TAXES AND SPECIAL ASSESSMENTS COLLECTED AS TAXES HAVE BEEN PAID AS CERTIFIED BY THE TREASURER-TAX COLLECTOR OF THE COUNTY OF ALAMEDA. (PUBUC ACCESS EASEMENT) UPON AND 0

J WITHIN THE LOT UNES OF THIS MAP LAB OFFICIAL
IN WITNESS WHEREOF. I HAVE HEREUNTO SET MY HAND THIS
, A.D. 20_______________.

DAY OFFFERS TO DEDICATE
SAIE
THE ALSO IRREVOCABLY 0
: OF PUBUC UTIUTIES

D DRAINAGE PIPES, POLES, (

PURTENANCES OEEMED NECE'

DEUNEATED HEREIN AND DES
OVER THOSE AREAS OR 5TRII

LABELED AS

D OWNER ,
: PURPOSE
PUBLIC
INCLUDING BUT NOT UMITED TO WATER, SEWER.

OVERHEAD UNES, UNDERGROUND FACIUTIES AND ALL

TY OF OAKLAND OVER THE PROPERTY
D AS "P.U.E." (PUBUC UTIUTY EASEMENT) UPON AND

LAND LYING WITHIN THE LOT UNES OF THIS MAP

UTIUTY EASEMENTS FORGAS

I FURTHER CERTIFY THAT

MAP HAVE BEEN APPROVED

ALL BONDS AS REQUIRED BY LAW TO ACCOM

BY THE CITY COUNCIL OF OAKLAND AND FILED

PANY THE WITHIN
IN MY OFFICE.

ES.

E Cl
AN
AP

SSARY TO THE IGNATE
PS OF
PARCEL A, PARCEL R. AND PARCEL 7.

IN WITNESS WHEREOF, l HAVE HEREUNTO SET MY HAND THIS _ _ _DAY OF ., 20__, ANIKA CAMPBELL-BELTON

CLERK OF THE BOARD OF SUPERVISORS

COUNTY OF ALAMEDA, STATE OF CAUFORNIA
:TY DESCRIBED
TY PURPOSES::led

BELOW IS HEREBY DEDICATED IN FEE FOR

THE PARCELS OF LAND LYING WITHIN THE

AS BARCELONA

DRIVE, COPPER LEAF

REAL PROPER
ET AND UHU1
OF THIS MAP LA8E-

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

THE PUBUC

BOUN ASHA REED

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

STATE OF CAUFORNIA
SURVEYOR’S STATEMENT

THIS MAP WAS PREPARED BY ME OR UNDER MY DIRECTION (AND WAS COMPILED FROM RECORD DATA) AND IS BASED UPON A FIELD SURVEY IN C7NF0RMANCE WITH THE

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

THAT THIS FINAL MAP SUBSTANTIALLY CONFORMS TO THE APPROVED OR CONDITH APPROVED TENTATIVE MAP.

HEREBY STATE THAT THE MONUMENTS ARE

POSITIONS INDICATED OR THAT THEY WILL BE
3, AND THE MONUME
BE RETRACED.

BY:STREE
UNES
DARY
STREET. OAK LEAF BOULEVARD, GOLDEN
r DRIVE, DAY SPRING COURT, CREEKSIDE

DEPUTY COUNTY CLERK
RECORDER’S STATEMENT
FILED THIS DAY OF ., 20_ __ AT
M.

AS OWNER:

OAK KNOLL VENTURE ACQUISITION. LLC. A DELAWARE UMITED UABIUTY COMPANY IN BOOK OF MAPS. AT PAGESEST 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 W1LK

COUNTY RECORDERON ALLY
IF ANY.I

CHARACTER AND OCCUPY THE

THOSE POSITIONS BEFORE MAY

NTS ARE, OR WILL BE, SUFFICIENT TO ENABLE THE SURVEY TO OF THE
E SET IN BY:

DEPUTY COUNTY RECORDERBY: BY: 202
NAME:NAME: FEE
SERIES #DATE: DATE:

TRACT 8320
DAVIS 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 19 PARCEL SUBDIVISION AND CONDOMINIUM

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

THE STATE OF CAUFORNIA, APPROVED FOR A MAXIMUM

AND ARE FILED PURSUANT TO THE SUBDIVISION TO THE
CONSISTING OF 9 SHEETS
A

PROJECT WITHIN P
OF THE
OF 346 SU
ARCELS 4. 6.

CIVIL CODE OF

DWELUNG UNITS ACT
CITY SURVEYOR’S STATEMENT
I HEREBY STATE THAT 1 HAVE EXAMINED THIS MAP; THAT THE SUBDIVISION AS SHOWN

IS SUBSTANTIALLY THE SAME AS IT APPEARED ON THE TENTATIVE MAP, AND ANY APPROVED ALTERATIONS THEREOF; THAT ALL PROVISIONS OF THE CAUFORNIA

SUBDIVISION MAP ACT AND ANY LOCAL ORDINANCES APPUCABLE AT THE TIME OF APPROVAL OF THE TENTATIVE MAP. HAVE BEEN COMFJED WITH; AND THAT I AM SATISFIED THIS MAP IS TECHNICALLY CORRECT. __
BDIVISION MAP20.

DIVISION.

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

CE
NO.CATH

ERINE PAYNE

SECRETARY OF TH

THE CITY OF OAKLAND
DATE
2017017623, OFFICIAL
*••«*«•**•*•*•*•*•<LYING

CITY OF OAKLAN

E CITY PLANNING COMMISSION OF TIRELY
D. ALAMEDA COUNTY,
DATE: MAY 2022
EMGmeatS-SUIIVFrORS-PUNNPtS
- 1790 NORTH FKST STREET, SUITE #00rffSW SAN JOSE. CAUFORMA #9112 I EN
D. /

WITHIN THE
A COUNTY.

CAUFORNIA
A A,
pHRAYMOND R. HEBERT, PLS 5870

CITY SURVEYOR OF OAKLAND
DATE
SHEET 1 OF 9

OWNERS ACKNOWLEDGMENT BENEFICIARY’S STATEMENT
CA PARTNERS. LLC., A DELAWARE UMITED UABIUT; COMPANY. AS BEN ER DEED OF TRUST RECORDED JULY 30. 2020 AS DOCUMENT NO. 2020182954.

IC1AL RECORDS OF ALAMEDA COUNTY. ENCUMBERING THE LAND HEREIN SHOWN.

EBY CONSENTS TO THE MAKING AND RUNG OF 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

MSD EFICIARY
UNO
0FF1
HER)SS.

STATE OF CALIFORNIA
COUNTY OF _______ BY:

BEFORE ME.

ON
.. 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.

I CERTIFY UNDER PENALTY OF PERJUR

THAT THE FOREGOING PARAGRAPH IS TR
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: _
TITLE:

Y UNDER THE
:UE AND CORRECT.

LAWS OF THE STATE OF CALIFORNIA
BENEFICIARY’S ACKNOWLEDGMENT

A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE VERIFIES ONLY THE IDENTITY OF THE INDIVIDUAL WHO SIGNED THE OOCUMENT ^0 WHICH THIS CERTIFICATE IS ATTACHED. AND NOT THE TRUTHFULNESS. ACCURACY. OR VALIDITY OF THAT DO CUMENT
)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/THE!.'7 AUTHORIZED CAPACITY(lES). 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.

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

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: ________________

BENCHMARK
CITY OF OAKLAND B.M. B14:

BEING A PIN IN MONUMENT
WAY AVENUE.

NATION = 237

WELL AT THE INTERSECTION OF SEQUOYA ROAD ANDFAIR
3 OF THE STATE OF CALIFORNIA
.77 FEET BASED ON CITY OF OAKLAND DATUM.

ELEV

GEOTECHNICAL REPORT

A GEOTECHNICAL REPORT ON THIS PROPERTY HAS BEEN PREPARED 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.

BY ENGEO
VICINITY MAPN.T.S.SEISMIC HAZARD NOTE
THE REAL PROPERTY LIES WITHIN THE FOLLOWING HAZARDOUS AREA: A SEISMIC HAZARD ZONE—UQUIFTCAT10N ZONE PURSUANT TO SECTION 2696 OF THE PUBLIC RESOURCES CODE, THESE HAZARDS MAY UMIT YOUR ABILITY TO DEVELOP THE REAL PROPERTY. TO OBTAIN INSURANCE. OR TO RECEIVE ASSISTANCE AFTER A DISASTER. THE MAPS ON WHICH TH“ DISCLOSURES ARE BASED ESTIMATE WHERE NATURAL HAZARDS EXIST. THEY ARE

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

IESE
NOT
DEFI
. . . TURAL

ADVICE REGARDING THOSE
TRACT 8320
PHASE 1
A 19 PARCEL SUBDIVISION ANO 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, APPROVE) FOR A MAXIMUM OF 346 DWELLING UNITS

AND ARE FILED PURSUANT TO THE SUBDIVISION TO THE SUBDIVISION MAP ACT 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 COUNTY.•M***#*********************************************#*********'

LYING ENTIRELY WITHIN THE
CITY OF OAKLAND. ALAMEDA COUNTY. CALIFORNIA
DATE: MAY 2022
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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:
________5

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 monuinentation, landscaping and dry utilities for the eventual development ot 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 SUBDIVIDER 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 SUB DIVIDER agree as follows:

Approval of Final Map1.

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.

C. All construction activities related to the Phase lb Improvements (including, without 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 this Agreement, except those required improvements tor which another completion date 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.

C. 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 1 a 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 the subject of this 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.

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. 4. Professional Liability/Errors/Omissions insurance with limits not less 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

1. The insurer shall reduce or eliminate such deductibles or self-insured 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 SUB DIVIDER’S insurance and shall not contribute with it.

2. 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.

3. 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. 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.

5. 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 SUB DIVIDER has not yet met the requirements of the 2019 Agreement regarding insurance for subcontractors, the SUBDIVIDER 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 be 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 , f) Tract Map 8320 (Final Phase lh g) Electrical EXXX
(Temporary Power for Trailer!, and h) Public Infrastructure Permit: PX1700067.

Removal T1500124. e) Building
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:

AUTHORIZED BY RESOLUTION NO.

C.M.S.

CITY OF OAKLAND, a municipal
corporation
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

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

DELINEATED AND EMBRACED WITH THE EXTERIOR BOUNDARY UNES 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 ER’S SERIES NO. 2014117035, AND THAT CERTAIN GRANT DEED RECORDED 24, 2017, UNDER SERIES NO. 2017017623. IN THE OFFICIAL RECORDS OF COUNTY. STATE OF CALIFORNIA; THAT IT CONSENTS TO THE PREPARATION AND MAP.

CITY CLERK'S STATEMENT

STATE OF CALIFORNIA

COUNTY OF ALAMEDA
CITY ENGINEER’S STATEMENT
I. , 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 17 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.

I, ASHA REED.

STATE OF CAl
"TRACT 8320" WAS PRESENTED TO THE COUNCIL OF THE CITY OF OAKLAND AT A 20_ _AND THAT SAID COUNCIL
_ APPROVE SAID MAP.
, CITY CLERK

UFORNIA, DO

AND CLERK OF THE CITY COVNCIL OF THE CITY OF OAKLAND,

HEREBY CERTIFY THAT THE HEREIN EMBODIED MAP ENTITLEDRECORDS

JANUARY

REGULAR MEETING HELD ON THE OFALAMEDA

FILING OF THIS DID THEREUPON BY RESOLUTION NUMBER
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 FORE OF IN

WITHIN THE
SAID AR BUILD!

AND APPU AP
VER, AN EMERGENCY VEHICLE ACCESS EASEMENT (E.V.A.E.) WITH THE PUBUC RIGHT 1GRESS AND EGRESS UPON AND OVER THOSE AREAS OR STRIPS OF LAND LYING MAP LABELED PARCEL A AND PARCEL R; AND THAT

D SHALL BE KEPT OPEN AND FREE FROM ABOVE GROUND

OF ANY KIND EXCEPT APPLICABLE UTILITY STRUCTURES

D TREES, IRRIGATION SYSTEMS AND

HEREBY ACCEPT ON BEHALF OF THE CITY OF OAKLAND THE AREAS DESIGNATED AS ARCEL S. BARCELONA STREET. OAK LEAF BOULEVARD. GOLDEN ACORN WAY. LARRY REID DRIVE, COPPER LEAF DRIVE. DAY SPRING COURT. AND CREEKSIDE PARKWAY FOR PUBUC

STREET AND UTIUTY PURPOSES, THE AREAS DESIGNATED AS PARCEL A, PARCEL G, PARCEL H. PARCEL L. PARCEL M, AND PARCEL N. FOR PUBUC USE, THE E.V.A.E. (EMERGENCY VEHICLE ACCESS EASEMENT). P.A.E. 'A* (PUBUC ACCESS EASEMENT). P.A.E. *B* (PUBUC ID THE P.U.E. (PUBUC UTIUTY EASEMENT) AS HEREIN DEDICATED IN HON 16.12.080 OF THE OAKLAND MUNICIPAL CODE.
!■
ANt
LOT

UNES OF THIS

STRIPS OF LAN

AND STRUCTURES '

RTENANCES, LANDSCAPING AN
PURTENANCES, AND LAWFUL FENCES.

SIGNATURE:

EAS OR DATENGS
PRINTED NAME:

R.C.E. NO.

ACHNG CITY ENGINEER

CITY OF OAKLAND, ALAMEDA COUNTY

STATE OF CAUFORNIA
5 s5SS EASEMENT), AN
'RDANCE WITH SECT
ACCE:

ACCO
PURSUANT TO GOVERNMENT CODE SECHON 66434(G), I HEREBY ABANDON THOSE PORHONS OF THE HEREAFTER USTED EASEMENTS. THAT ARE LOCATE") WITHIN THE BOUNDARY OF THIS S MAP:

RECORDED ON APRIL 2, 1953 IN BOOK 7011 AT PAGE 5 OF OFFICIAL RECORDS OF THE COUNTY OF ALAI IEDA, STATE OF CAUFORNIA. 2)5' S.S.E., PARCEL 2 RECORDED ON APRIL 2. 1953 IN BOOK RECORDS OF THE COUNTY OF ALAI-IED.

ORDED ON OCTOBER 10. 1957 IN BOOK B491 AT
OFFICIAL RECORDS OF THE COUNTY OF ALAMEDA. STATE
RECORDED ON APRIL 5,

RECORDS OF THE COUN

ORDED ON
ORDS OF TH_____

ORDED ON MAY

ORDS OF THE COU

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

IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND THIS DAY OF CLERK OF THE BOARD OF SUPERVISORS STATEMENT:

CLERK OF THE BOARD OF SUPERVISORS FOR THE COUNTY OF
NIA, HEREBY STATE, AS CHECKED BELOW. THAT:

SAID OWNER ALSO IRREVOCABLY OFFERS TO DEDICATE, FOR PUBUC USE: ACCESS.

RECREATION. PARKS AND OPEN SPACE FACIUTIES. TRAILS. UTILITIES, DRAINAGE. INGRESS AND EGRESS AND THE CONSTRUCTION AND MAINTENANCE OF LANDSCAPING: THE

PARCELS OF LAND LYING WITHIN THE LOT UNES OF THIS MAP LABELED PARCEL A, CEL G. PARCEL H. PARCEL L, PARCEL M. AND PARCEL N. MAP BUT ARE NOT SHOWN ON TH1PAR L
ANIKA CAMPBELL-BELTON.

LAMEDA. STATE OF CAUFOR
1) 5* S.S.E., PARCEL 1SAID OWNER ALSO IRREVOCA

THE PURPOSE OF RIGHT OF
OAKLAND UMI7ED TO THE AREAS DEUNEATED HEREIN AND DESIGNATED AS "P.A.E. A" (PUBUC ACCESS EASEMENT) UPON AND OVER THOSE A

WITHIN THE LOT UNES OF THIS MAP LABELED AS PARC

BLY OFFERS TO DEDICATE PUBUC ACCESS EASEMENTS

WAY FOR ANY AND ALL PUBUC USES TO THE CITY OF
FOR
: 7011 AT PAGE 5 OF OFFICIAL
A, STATE OF CAUFORNIA.

PAGE 347 OF
OF CAUFORNIA.
[ ] 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.

REAS OR STRIPS OF
EL A AND PARCEL R.

SAID OWNER ALSO IRREVOCABLY OFFERS TO DEDICATE A PUBUC ACCESS EASEMENT

THE PURPOSE OF PUBLIC RIGHT OF PEDESTRIAN INGRESS AND EGRESS TO THE CITY

OAKLAND UMITED TO THOSE STRIPS OF LAND DEUNEATED HEREIN AND DESIGNATED AS "P.A.E. B’ (PUBUC ACCESS EASEMENT) UPON AND OVER THOSE AREAS OR STRIPS OF LAND LYING WITHIN THE LOT UNES OF THIS MAP LABELED AS PARCEL A.

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.S.E.

REC
1972 IN REEL 3099 AT IMAGE 663
TY OF ALAMEDA. STATE OF CAUFOR'
2002 AS 'DOCUMENT 200
TY OF ALAMEDA. STATE OF
74 IN REEL 3676 AT IMAGE 738
OF ALAMEDA, STATE OF CAUFORNIA.

OF OFFICIALFOR
OF NIA.

REC
REC JULY 23,

IE COUNT
10, 19 HJNTY
2313567 OF OFFICIAL CAUFORNIA. [ ] ALL TAXES AND SPECIAL ASSESSMENTS COLLECTED AS TAXES HAVE BEEN PAID AS CERTIFIED BY THE TREASURER-TAX COLLECTOR OF THE COUNTY OF ALAMEDA.REC'

REC OF OFFICIAL
IN WITNESS WHERE:of.

D. 20

I HAVE HEREUNTO SET MY HAND THIS DAY OFSAID OWNER ALSO IRREVOCABLY OFFERS TO DEDICATE PUBLIC UTIUTY EASEMENTS FOR THE PURPOSE OF PUBUC UTIUT1ES INCLUDING BUT NOT UMITED TO WATER. SEWER. DAS AND DRAINAGE PIPES. POLES, OVERHEAD UNES, UNDERGROUND FACIUTIES AND ALL ___INCES DEEMED NECESSARY TO THE CITY OF OAKLAND OVER THE PR DEUNEATED HEREIN AND DESIGNATED AS “P.U.E" (PUBUC UTIUTY EASEMENT) UPON

OVER THOSE AREAS OR STRIPS OF LAND LYING WITHIN THE LOT UNES OF THIS MAP IELED AS PARCEL A. PARCEL R. AND PARCEL 7.
, A.FURTHER '

AP HAVE BL

CERTIFY

IEEN APAPPURTENA OPERTY
AND 20.

ANIKA CAMPBELL-BELTON

CLERK OF THE BOARD OF SUPERVISORS

COUNTY OF ALAMEDA, STATE OF CAUFORNIA
LAB

THE REAL PROPE

STREET AND UTIUTY PURPOS

UNES OF THIS MAP LABELE AC

RTY DESCRIBED BELOW IS HE
IES: THE P

REBY DEDICATED IN FEE FOR PUBUC
’ARCELS OF LAND LYING WITHIN THE BOUND.
tCELONA STREET, OAK LEAF BOULEVARD, GOLDEN
PER LEAF DRIVE, DAY SPRING COURT. CREEKSIDE

ASHA REED

CITY CLERK AND CLERK OF THE CITY COUNCIL

CITY OF OAKLAND, COUNTY OF ALAMEDA

STATE OF CAUFORNIA
ARY BY:

D AS BAR DEPUTY COUNTY CLERK
RECORDER’S STATEMENTCRN WAY. LARRY REID DRIVE. COP
PARKWAY. AND PARCEL S.

SURVEYOR’S STATEMENT

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

IN CONFORMANCE WITH THE
)AL ORDINANCE AT THE REQl
BET 2016. I HEREBY STATE
£ APPROVED OR CONDITV.

OCCUPY THE

BEFORE MAY

THE SURVEY TO
FILED THISAS OWNER:

OAK KNOLL VENTURE ACQUISITION. LLC, A DELAWARE UMITED UABILITY COMPANY DAY OF ., 20_ __ AT
M,
IN BOOK OF MAPS. AT PAGESRECORD DATA) AND IS BASED UPON A FIELD SURVEY I

REQUIREMENTS OF THE SUBDIVISION MAP ACT AND LOC
OF OAK KNOLL VENTURE ACQUISITION GROUP ON NOVEMl

THAT THIS FINAL MAP SUBSTANTIALLY CONFORMS TO TH APPRO

I HEREBY STATE THA

POSITIONS INDICATED OR TH
2023. AND THE MONUME
BE RETRACED.

UEST
BY: DKP 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.

MEU5SA WILK

COUNTY RECORDER

ALL' ONALLY

VED TENTATIVE MAP, IF ANY

T THE MONUMENTS ARE OF THE CHARACTER

AT THEY WILL BE SET IN THOSC POSI
ENTS ARE. OR
AND BY:TIONS
BLE DEPUTY COUNTY RECORDERBY: BY:

NAME: NAME: FEE
SERIES #DATE: DATE:_
TRACT 8320
PHASE 1DAVIS THRESH. PLS 6668
CITY PLANNING COMMISSION’S STATEMENT

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

AND WHEN RECORDED THIS MAP BECOMES THE OFFICIAL MAP OF THE UND A 19

11. 12,

THE STATE AN
PARCEL :

19. 23
SUBDIVISION ANO CONDOMINIUM PROJECT WITHIN PARCELS 4, 6.

AND 24 AS DEFINED IN SECTION 4125 OF THE CIVIL CODE OF
CAUFORNIA, APPROVED FOR A MAXIMUM OF 346 DWELLING UNITS

ANT TO THE SUBDIVISION TO THE SUBDIVISION MAP ACT
CONSISTING OF 9 SHEETS

CITY SURVEYOR'S STATEMENT
I HEREBY STATE THAT I HAVE EXAMINED THIS MAP; THA ’ THE SUBDIVISION AS SHOWN

IS SUBSTANTIALLY THE SAME AS IT APPEARED ON THE TENTATIVE MAP, ANO ANY APPROVED ALTERATIONS THEREOF; THAT ALL PROV3IONS OF THE CAUFORNIA

SUBDIVISION MAP ACT AND ANY LOCAL ORDINANCES A PPUCABLE AT THE TIME OF APPROVAL OF THE TENTATIVE MAP. HAVE BEEN COMPJED WITH; AND THAT I AM SATISFIED THIS MAP IS TECHNICALLY CORRECT. _ _
OF
D ARE FILED PURSU20.

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 2017017623, OFFICIAL RECORDS OF ALAMEDA COUNTY.
•*••*****•••*•«**«••••*•••*•*•*••#*•*•*••••*•«•••*»«*•*•< DATE

CATHERINE PAYNE

SECRETARY OF THE CITY PUNNING COMMISSION OF THE
NO.

CITY OF OAKLAND LYING ENTIRELY WITHIN THE
UND. ALAMEDA COUNTY.

DATE: MAY 2022

CITY OF OAK

CAUFORNIA
* ★ pnRAYMOND R. HEBERT, PLS 5870

CITY SURVEYOR OF OAKLAND
DATE NCERS—SURVEYORS—PLANNERS

WORTH FKST SHEET, SUITE MO
SAN JOSE. CAUFORMA *9112
ENOI
17J0MjfiH
SHEET 1 OF 9

OWNER’S ACKNOWLEDGMENT BENEFICIARY'S STATEMENT
MSD CA PARTNERS, LLC.,

UNDER DEED OF TRUST RE

OFFICIA -----------HEREB

A NOTARY PUBLIC OR OTHER

IDENTITY OF THE INDIVIDUAL
ATTACHED. AND NOT
OFFICER COMPLETING THIS CERT1
WHO SIGNED THE DOCUMENT TO 1

UTHFULNESS, ACCUR
RES ON

WHICH THIS CERTIRCATE IS

UDITY OF THAT DOCUMENT
Ft CATE VERI LY THE A DELAWARE UMITED UABIUT' COMPANY. AS BENEFICIARY CORDED JULY 30. 2020 AS DOCUMENT NO. 2020182954,
M RECORDS OF ALAMEDA COUNTY, ENCUMBERING TTE LAND HEREIN SHOWN.

Y CONSENTS TO THE MAKING AND RUNG OF THIS MAP.

THE 7R ACY, OR VA
)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/THE3R AUTHORIZED CAPACITY(IES), AND THAT BY HIS/HER/THEIR SIGNATURE(S) ON THE INSTRUMENT THE PERS0N5(S), OR THE ENTITY UPON BEHALF OF WHICH THE PERSON(S) ACTED, EXECUTED THE INSTRUMENT.

CERTIFY UNDER

THAT THE FOREGO
TITLE:

WS OF THE STATE OF CAUFORNIA
I

PENALTY OF

ING PARAGRAP

PERJURY UNDER THE LA
H IS TRUE AND CORRECT.

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 CE RTIFICATE VERIFIES ONLY THE

IDENTITY OF THE INDIVIDUAL WHO SIGNED THE OOCUMENT TO WHICH THIS CERTIRCATE 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/THBF AUTHORIZED CAPAC!TY(IES), AND THAT BY HIS/HER/THEIR S1GNATURE(S) ON THE INSTRUMENT THE PERSONS(S), OR THE ENTITY UPON 8EHALF OF WHICH THE PERSON(S) ACTED, EX.'CUTED THE INSTRUMENT.

I 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

WELL AT THE INTERSECTION OF SEQUOYA ROAD AND
3 OF THE STATE OF CAUFORNIA
.77 FEET BASED ON CITY OF OAKLAND DATUM.

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 UES WITHIN THE FOLLOWING HAZARDOUS AREA: A SEISMIC HAZARD ZONE—UQUIFICAHON ZONE PURSUANT TO SECTION 2696 OF THE PUBUC RESOURCES CODE, THESE HAZARDS MAY UMIT YOUR ABIUTY TO DEVELOP THE REAL PROPERTY. TO OBTAIN INSURANCE. 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 ADVICE REGARDING THOSE HAZARDS AND OTHER HAZARDS THAT MAY AFFECT THE PROPERTY.

TRACT 8320
PHASE 1
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 CALIFORNIA, APPROVED FOR A MAXIMUM OF 346 DWELLING UNITS

AND ARE FILED PURSUANT TO THE SUBDIVISION TO THE SUBDIVISION MAP ACT 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 COUNTY.
*•*•*•*•***•*********•*******•****•*•****«•*«**•**•«•«*•••••**•••*••

LYING ENTIRELY WITHIN THE
CITY OF OAKLAND. ALAMEDA COUNTY. CAUFORNIA
DATE: MAY 2022
Pi

ENGINEERS
1790 MOUTH
MM JOSE. CMJFORNU SS
-su
I FIR
RVEYORS—-PLANNERS
. SUITE (00 112*SM
SHEET 2 OF 9

SHEET 3 OF 9

SHEET 5 Of 9

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

IV-
No Fee Document Pursuant To Government Code Section 6103 Recording requested by: 12/03/2019 10:51 API^ 2019247294j OFFICIAL RECORDS OF 7 MELISSA UILK / recording fee.

ALAMEDA COUNTY

0.00 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
III IIII Bill
*
Attn: Kevin Kashi, P.E.,
Supervising Civil Engineer
APN(s): 043A-4675-003-23: 043A-4675-047-01: 048-6870-001-00:
037A-3152-008:037A-3152-009
■space above for Recorder's use only —
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)
ADDRESS 8750 Mountain Boulevard APN: 043A-4675-003-23: 043A-4675-047-01:
048-6870-001-00: 037A-3152-008: 037A-3152-
009
OWNER/DEVELOPER Oak Knoll Venture
Acquisition. L.L.C.

ENGINEER
PX PERMIT No. PX1700067
George Lenfestv 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, 2723386J

!>
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 (100%) (50%) (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 NkfjW- ArWftS________,
DATE to
2723386_1

i*
«f
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 public
Here Insert Name and Title of the Officer
Qn OCTOBER 7, 2019
Date
personally appeared NICK PAPPAS
Name(s) of Slgner(s)
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/she/they executed the same in his/hen^their authorized capacity(les), and that by hls/her/their signature^ on the instrument the person^- or the entity upon behalf of which the person(efacted, 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 MENICUCCI
Notary Public - California
Orange County
Commission #2138442 r
My Comm. Expires Feb 4,2020
l 2l iSignature
jgnature of Notary Public
Place Notary Seal Above
------------------------------------------------------OPTIONAL------------------------------------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. 3Description of Attached Document
Title or Type of Document:______
Number of Pages:

Capacity(ies) Claimed by Srgner(s)
Signer's Name:________:_______
□ Corporate Officer — Titte(s):____
□ Partner — □ Limited □ General
□ Individual
□ Trustee
□ Other:

Signer Is Representing:
3 Document Date: i
iSigners) Other Than Named Above:

Signer’s.Name;________
.□ Corporate Officer — Title(s):___________
□ Partner — □ Limited □ General
□ Attorney in Fact
□ Guardian or Conservator
ii
i□ Attorney in Fact
□ Guardian or Conservator
□ Individual
□ Trustee
□ Other; _
Signer Is Representing: !!
©2014 National Notary Association • www.NatlonalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 8 I

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.
- is,/^by -------- - ^
Wladimir Wlassowsky, P.E.
date
Assistant Director
Oakland Department of Transportation
(Space below intentionally left blank)
2723386_1

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
/0*XS-\c\ before me Anthony J. 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.
1XT
1 Commission It 2250463 r
j My Comm, Expires Jut 1>, 2022 p
ANTHONY J. REESE
Notary Public • California
Alameda County
WITNESS my hand and official seal.
z
Signature (Seal)

■!

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. PX1700067 ED set forth below attached hereto
(Space below intentionally left blank)
2723386_1

,1V,
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
$352,5001 Concrete Sidewalk 70,500 SF 5.00
AC Roadway (3.5"AC/12.5" CL IIAB)2 $1,751,400250,200 SF 7.00, $303,6003 Concrete Curb and Gutter 13,200 LF 23.00
Concrete Vertical Curb $47,4004 LF3,950 12.00
SITE CIVIL SURFACE IMPROVEMENTS! $2.454.9001
SITE UTILITY IMPROVEMENTS - PHASE 1

ITEM DESCRIPTION UNITQUANTITY UNIT COST TOTAL COST
Domestic Water-8" (C900 CL200) $528,0001 9,600 LF 55.00 $172,800Storm Drain-Manhole2 48 EA 3600.00
$89,250Storm Drain-12" (RCP Class 3)-3 1,750 LF 51.00
Storm Drain-18" (RCP Class 3) $99,4504 1,170 LF 85.00
$106,950Storm Drain-24" (RCP Class 3)5 930 LF 115.00
$417,100Storm Drain-36'1 (RCP Class 3)6 LF 194.002,150
$81,320Storm Drain-42" (RCP Class 3)7 LF 214.00380
$125,080Storm Drain-48" (RCP Class 3)8 530 LF 236.00
$176,300Sanitary Sewer-Manhole 4100.00'9 43 EA
$50,400'Sanitary Sewer-8" (VCP SDR 26)10 1,200 LF 42.00 Sanitary Sewer-12" (VCP SDR 26)11 $225,7003,700 LF 61.00 $80,100Sanitary Sewer-15" {VCP SDR 26)12 8S0 LF 90.00
Sanitary Sewer-18" (VCP SDR 26) $276,75013 LF2,250 123.00 $132,00014 Fire Water-Fire Hydrant EA33 4000.00
SITE UTILITY IMPROVEMENTS! $2.561,2001
ELECTRICAL - PHASE 1

ITEM DESCRIPTION QUANTITY UNIT COSTUNIT TOTAL COST
1 $1,173,600Joint Trench and Service Connection 9,780 LF 120.00 $700,0002 Street Light 100 EA 7,000.00
$54,600Electrical Service Conduit and Cable3 LF2,730 20.00 SITE ELECTRICAL IMPROVEMENTS! $1.928.2001
LANDSCAPE - PHASE 1

ITEM DESCRIPTION QUANTITY TOTAL COSTUNIT UNIT COST
1 Bioretention Basins $318,50045,500 SF 7.00
Public Street Trees $231,0002 462 EA 500.00
Public Planting Areas $518,2503 SF103,650 5.00
Public Irrigation System4 $183,000LS 183,000.001
SITE LANDSCAPE IMPROVEMENTS! S1.250.750l
TOTAL CIVIL IMPROVEMENTS - PHASE 11 $8.1951)50!
K:\ENG05\056154\DOCS\05-CostE3timatesWTTM Cost Estimate OK VTTM Ph1 Cost Estlmate_2018-10-31 .xls BKF Job No.: 20056154

:: i1

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. PX PERMIT No. PX1700067 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.

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 Iris 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:
2723386_1

>:
“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.” 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.

4. 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

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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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

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 (or 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

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.
(Space below intentionally left blank)
2723386_1

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 , PLS No. 6868 expires 9/30/2020 Map entitled: Vesting Tentative Tract Mao No. 9320. Sheets 1-33. dated 8/31/2017 b. Engineer of Record: George Lenfestv J PE 45920 . expires 12/31/2020 c. Geotechnical Engineer: Randv Hildebrant , GE 3090 expires 9/30/2020 d. Hydrological Engineer: George Lenfestv j 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.

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

3. Creek Protection CP15032: 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

ll
permission of the Assistant Director, Dept, of Transportation.

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.

6. 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; 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

10. 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.
(Space below intentionally left blank)
2723386_1

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. PX PERMIT No. PX1700067 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.

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.

4. 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.

5. 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

6. 7.

8. All infrastructure improvements and Work shall conform with the Vesting Tentative Tract Map No 8320, City Submittal #3 September 25, 2017.
2723386_1

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. All 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 (GGRT), 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.
(Space below intentionally left blank)
2723386_1

EXHIBIT E
Responsibilities
ADDRESS: 8750 Mountain Boulevard APIS: 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
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.

3. (Space below intentionally left blank)
2723386_1

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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
EH Bond (copy attached; original document filed with Records) control no.surety
□ Cash/cashier’s check (deposited in a City account; interest will not be paid upon refund) control no.bank
□ Assignment of Certificate of deposit (copy attached; original document filed with Records)
bank control no.
□ 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
IZ] 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
2723386_1

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3. Maintenance Security
To be posted following the date of final approval of the Infrastructure Permit (Notice of Completion).

CD 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
EH Assignment of Certificate of deposit (copy attached; original document filed with Records)
bank control no.
□ Irrevocable instrument of credit (copy attached; original document filed with Records) control no.bank
DOT / Engineering Services
Staff Initials: JG
(Space below intentionally left blank)
2723386_1

'Revisied Original'
EXHIBIT G-l

PAYMENT BOND
Labor and Material Payment Bond
BOND NUMBER: 1001124438
OWNER: Oak Knoll Venture Acquisition, LLCADDRESS: 8750 Mountain Blvd.

PRINCIPAL: Oak Knoll Venture Acquisition, LLCPARCEL No.:

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
Whereas, under the terms of the Agreement the Principal is required, before entering; upon 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 Ci vil Code (Claimants) in the sum of four million ninety-seven thousand Five hundred twentWfive and 00/10Q 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 fee included in thejudgment 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 fully performed, then this obligation shall become null and Void, otherwise it shall be and remain in full force and effect. (Principal)
Payment Bond page t of 2

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

SURETYPRINCIPAL
Oak Knoll Venture Acquisition, LLC American Contractors Indemnity Company i
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SignatureSignature^
Print Print Name Shane Wolf
Title Attorney-In-FactTitle,
(Notarizations of all signatures and Surety signer's corporate authorization required)' •• !
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Payment Bond page 2 of 2

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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 August 6, 2019
personally appeared Shane Wolf,
who proved to me on the basis of satisfactory evidence to be the personfs) whose namefe) is/afe subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hls/her/their authorized capacity(kw), and that by his/hor/their signature^ on the instrument the personfs), or the entity upon behalf of which the personae) acted, executed the instrument.
}
before me, Susan E. Morales, Notary Public
namear^ peof
i
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
iiSli 2279182 I
ORANGE-COUNT V *
MyComift. Expires:(lilarpH28; 2023§
WITNESS my hand and official seal. 21
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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 be 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 slgner(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 appeara 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 (t.e. he/she/they, is /era) 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.
❖ 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 aod 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 of attached document)
American Contractors Indemnity Company
(Title or description of attached document continued)
Number of Pages 2l__Document Date 8/6/19

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

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
I
County of
Qn AUGUST 8, 2019
Date
personally appeared
before me, Elizabeth mbnicucci , notary public
Here Insert Name and Title of the Officer
STEPHAN Z. ELIEFF
Namefs) of Signers)
! who proved to nie 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/hei#t!dran.thorized papstci.ty(f«e)rand that by his/heiv'thelr slgnatura^^eh the Instrument the person^ or the entity upon behalf of which the porson(epacted, executed the Instrument.

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

WITNESS my hand and official seal.
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EU?A8ETH MENtCUCCl
Notary Public - California
Orange County
Commission #2139442
My Comm,.B(pirw Fab 4.2020
1 g&jfcflk tM
^yignature of Notary Pub
|
Signature
Icm
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:

Capacity(fes) Claimed by Signer(s)
Signer’s Name:________________
□ Corporate Officer — Tftle(s):____
□ Partner — □ Limited □ General
□ Individual
□ Trustee
□ Other:__
Signer Is Representing:

Document Date: ii Signers) Other Than Named Above::

Slgner’s.Name:
□ Corporate Officer — Tit[e(s):____
□ Partner — □ Limited O General
□ Individual
□ Trustee
□ Other; _
Signer Is Representing:
!
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3 □ Attorney in Fact
□ Guardian or Conservator
□ Attorney In Fact
□ Guardian or Conservator
©2014 National Notary Association * www.NatlonalNotary.org • 1 -800-US NOTARY (1 -800-876-6827) Item #5907 «

'Revisied Original'
EXHIBIT G-2 PERFORMANCE BOND
Faithful Performance Bond
BOND NUMBER: 1001124438
ADDRESS: 8750 Mountain Blvd. OWNER: Oak Knoll Venture Acquisition, L.LC PARCEL No.: PRINCIPAL:. Oak Knoll Venture Acquisition, LLC PERMIT: AMOUNT: $8,195,050.00
i
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 flight millfon ode hundred ninety-five thousand fifty and 00/100 dollars f$8.19S;OSO;OQ) 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

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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.
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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 Work, then by further written notice to the Surety by City, the City may elect to take over the Work and prosecute the same to completion, by contract or 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, ana utilize iti 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 necessaiy therefore.

In witness whereof, this instrument has been duly executed by the principal and surety above named, on the 6th day of August, 20^9.
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PRINCIPAL SURETY
American Contractors Indemnity CompanyOak Knoll Venture Acquisition, LLC A/ .'7
'SSignature Signature
Print Nam Print Name Shane Wolfi
TitleiftH Title Attorney-In-Fact
(Notarizations of all signatures and Surety signer's corporate authorization required) Performance Bond page 2 of 2

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ALL- PURPOSE

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

State of California }
County of Orange
On August 6, 2019
personally appeared Shane Wolf,
who proved to me on the basis of satisfactory evidence to be the personfs) whose name(s) Is/afe- 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^ on the instrument the person(s), or the entity upon behalf of which the personae) acted, executed the instrument.
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before me, Susan E, Morales, Notary Public
■ '" • (Hera !n89(to&fnogntllitTe of ma otricor;
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
f jlSS&l C0IVIW4 2279482 I
WITNESS my hand and official seal.

Notary Public Signature
J . mm
(Notary Public Seal)
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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.

ADDITIONAL OPTIONAL INFORMATION

DESCRIPTION OF THE ATTACHED DOCUMENT
Bond #1001124438
(Title or description of attached document)
American Contractors Indemnity Company
• 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 signers) who personalty appear at the time of notarization.
(Title or description of attached document continued)
8/6/19Number of Pages _2__Document Date
• Indicate the correct singular or plural Forms by crossing off incorrect forms (i.e. he/she/theyr is lare) 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,

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

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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1180
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, Elizabeth menicucci, notary public Date Here Insert Name and Title of the OfficerI
STEPHAN Z. ELIEFFpersonally appearedi
Name(s) of Slgner(s)
who proved to: me on the basis of satisfactory evidence to be the person(ehwhose name(e^ls/are- subscribed to the within Instrument and acknowledged to me that he/sheAhey' executed the same in his/het-ftfcdr authorized capacity(ies)rand that by hls/he)#ielr slgnaturef^en the Inatrumentthe person^ or the entity upon behalf of which the person(ejr-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.

EUZABETH MENICUCCI
Notary Public-California
Orange County
Commission # Z139442 r MyCcnm^ex^reeF0b4^2^^Jt
t Signature.^
£ ^nature of Notary PC t>//er
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:
iDocument Date: 1
?Signers) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer's Name: ________________________
□ Corporate Officer - Title(s): ____________
□ Partner — □ Limited □ Genera!
□ Attorney in Fact
□ Guardian or Conservator
Signer’s.Name:
□ Corporate Officer — Tltle(s):____
□ Partner — □ Limited □ General
□ Individual
□ Trustee
□ Other: _
Signer Is Representing:
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2 □ Individual
□ Trustee
□ Other:___
Signer Is Representing:
□ Attorney In Fact
□ Guardian or Conservator
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©2014 National Notary Association • www.NatlonalNotary.org • 1-800-US NOTARY (1 -800-876-8827) Item #5907 1 ?
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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 $96,000PARCEL 7 - 4'' VCP Sanitary Sewer Service (with plug)1 800 LF PARCEL 7 - Sanitary Sewer Cleanout $1,800.00 $50,4002 28 EA □E
$7,250.00 $319,000Phase 1 Street Monuments 44 EA
SITE UTILITY IMPROVEMENTS! $465,4001
TOTAL CIVIL IMPROVEMENTS - PARCEL /[
COST PER UNITf
$465,400
K:\ENG05\056154\DWG\EXHIBITS\2021.11.04_Parcel 7 Sewer Lateral PlarA Engineer's Estimate (Parcel 7 & Street Monuments for PH1).xls BKF Job No.: 20056154

Oakland City CouncilJuly 19, 2022

Oakland City Council
July 19, 2022