Santa Clarita City Council
May 24, 2022

PROJECT DESCRIPTION
In a previous Streambed Alteration Agreement (1600-1999-0126-R5), Phase A of the Tesoro del Valle Residential Development project was completed. Single-family detached homes and trails were installed within the Phase A construction site. The Project impacted 1.74 acres of streambed habitat (including 0.5 acres of cottonwood- willow riparian habitat) and 5.23 acres of alluvial sage scrub habitat via grading and vegetation removal. This Agreement (1600-2020-0101-R5) covers and supersedes the previous Agreement (1600-1999-0126-R5).

The proposed Project involves the buildout of Phases B and 0 of the Tesoro del Valle Residential Development Project site. The Project's grading footprint impacts approximately 400 acres on which 820 homes would be created, consisting of 455 single-family detached homes and 365 age-qualified senior homes. Additionally, the Project consists of the development of 19.5 acres of parks and other recreational amenities, including trails; a 1.3 acre helispot; 7 debris basins, an internal circulation system, associated infrastructure, and utility systems. Project construction will involve mass grading of approximately 9.5 million cubic yards of soil, which will be balanced on site.

Rough grading will consist of earth-moving activities for major roads, infrastructure, and developable sites for the various land uses on the Project site. A single access point for construction equipment will occur at the northern end of Avenida Rancho Tesoro, which is the southeast corner of the development footprint. Rough grading will occur in stages to ensure that erosion of soils to off-site areas will be prevented. Rough grading operations will be performed in four overlapping stages over an approximate one-year period:
• Stage 1 of Project construction (approximately 40 acres) will occur in the southeast corner of Phase B, consisting of approximately one week for vegetation clearing (i.e., clear and grub) and four months of rough grading. • Stage 2 will begin shortly after the beginning of Stage 1 construction. Stage 2 construction (approximately 210 acres) will occur in the center of Phase B (consisting of the majority of Phase B). Construction will require approximately two weeks for vegetation clearing and seven months of rough grading. • Stage 3 construction will begin approximately five to six months after Stage 1 construction begins. Stage 3 construction (approximately 70 acres) will occur in the northwestern portion of Phase B, consisting of approximately two weeks for vegetation clearing and five months of rough grading.
• Stage 4 construction will begin approximately three to four months after Stage 1 construction begins. Stage 4 construction (approximately 80 acres) will occur in the southwestern portion of Phase 0, consisting of approximately two weeks for vegetation clearing and seven months of rough grading.

DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
Streambed Alteration Agreement

There are 28 total drainages on the Project site, 11 of which will be impacted by rough grading activities and 4 of which will be impacted by fuel modification activities [Exhibit A]. In addition to grading, Drainages 17, 19, 21, 24, and 27 will also be impacted by the installation of debris basins. Drainage 20 will be converted to a water quality basin. The impacts to each individual drainage are summarized in Table 1.

Vegetation clearing will be performed by bull dozers with vegetation cutting attachments. Rough grading activities within the 400-acre development area will result in the placement of earthen fill within 9.31 acres of streambed features and riparian vegetation (detailed in Table 2). Project activities to each individual drainage are detailed below.

Within the upper portion of Drainage 13, compacted earthen fill will be placed within the creek bed via grading. Flows that would normally be conducted through on-site tributaries into the off-site main stem of Drainage 13 will no longer occur. Additionally, existing vegetation in fuel modification Zone B will be replaced with fire-resistant native vegetation to reduce the potential of fire spreading.

Within the upper and middle portions of Drainage 14, compacted earthen fill will be placed within the creek bed via grading. Tributaries that would normally conduct flows from the Project area to the off-site portion of Drainage 14 will be graded over.

However, seasonal flows will likely still occur due to the construction of various graded slopes that will drain into Drainage 14.

Within the upper portion of Drainage 16, compacted earthen fill will be placed within the creek bed via grading. Tributaries that would normally drain into the main stem of Drainage 16 will be graded over and no longer provide flows. An outlet structure will be installed at the grading limits of Drainage 16 to conduct seasonal flows offsite.

Additionally, existing vegetation in fuel modification Zone B will be replaced with fire- resistant native vegetation to reduce the potential of fire spreading.

Within the majority of Drainage 17, compacted earthen fill will be placed within the creek bed via grading. Flows that would normally enter from off site into Drainage 17 will enter through an inlet structure into a debris basin. The debris basin will be constructed in the upper portion of the drainage to capture runoff coming on site.

Within the upper portion of Drainage 18, compacted earthen fill will be placed within the creek bed via grading. Tributaries that would normally conduct flows from the Project area to the off-site portion of Drainage 18 will be graded over. However, seasonal flows will likely still occur due to the construction of various graded slopes that will drain into Drainage 18. Additionally, existing vegetation in fuel modification Zone B will be replaced with fire-resistant native vegetation to reduce the potential of fire spreading.

Within the lower portion of Drainage 19, compacted earthen fill will be placed within the creek bed via grading.

DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
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Within the lower portion of Drainage 20, compacted earthen fill will be placed within the creek bed via grading. An existing partial basin in Drainage 20 will be regraded to perform as a water quality basin. Runoff that would have normally flowed onto the Project site will be directed through a constructed inlet structure and into the water quality basin.

Within the lower portion of Drainage 21, compacted earthen fill will be placed within the creek bed via grading. Runoff flowing into Drainage 21 will enter through an inlet structure to be captured in a debris basin located in the upper portion of the drainage.

Additionally, existing vegetation in fuel modification Zone B will be replaced with fire- resistant native vegetation to reduce the potential of fire spreading.

Within the upper portion of Drainage 24, compacted earthen fill will be placed within the creek bed via grading. Tributaries that would normally drain into the main stem of Drainage 24 will be graded over and no longer provide flows. A debris basin will be constructed in the upper portion of the drainage to capture runoff through an inlet structure. An outlet structure will be constructed to conduct flows piped from the basin to the off-site portion of Drainage 24.

Within Drainage 26, compacted earthen fill will be placed within the creek bed via grading. Any flows that would have occurred seasonally will no longer occur.

Within the lower portion of Drainage 27, compacted earthen fill will be placed within the creek bed via grading. Tributaries that would normally flow into the off-site portion of Drainage 27 will be graded over and no longer provide flows. A debris basin will be constructed in the upper portion of the drainage to capture runoff through an inlet structure. An outlet structure will be constructed at the grading limits of the Project site to conduct any basin flows offsite.

Within the upper portion of Drainage 28, compacted earthen fill will be placed within the creek bed via grading. Runoff that would normally flow down a steep hill will no longer occur through natural tributaries. However, runoff will likely still flow off site due to the site's slope and elevation.

Drainages 1-12, 15, 22-23, and 25 will not be impacted by Project activities.

A fuel modification zone (Zone B), defined as an area created to reduce the potential of fire spreading, will be established Phase B and will extend beyond the Project's grading limits. The Project's Zone B area (7.94 acres) requires the one-time removal of fire- prone vegetation and replacement with fire-resistant vegetation receiving irrigation. In all, a total of 0.06 acre of streambed features (detailed in Table 3) occur in the Zone B fuel modification zone. Fuel modification activities in this 0.06 acre area includes: (1) removal of combustible plant species [chamise {Adenostoma fasciculatum), California sagebrush {Artemesia califomica), and California buckwheat {Eriogonum fasiculatum)]-, DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
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(2) removal of dead/dying plant material; (3) pruning lower limbs of trees and tree-like tall shrubs to reduce continuity of fuels; (4) trimming annual grasses to a maximum height of four inches; and (5) irrigating Zone B areas 1-2 times per month in perpetuity to maintain high fuel moisture.

Table 1. Direct Impacts to Drainage Features
Jurisdictional Area
irnpacted
(acres)
Within Fuel
Modification
Zones
Not Impacted
(acres)
Total
(acres)
Drainage 1 - - 0.24 0.24
Drainage 2 - - 0.25 0.25
Drainage 3 - - 0.54 0.54
Drainage 4 - - 1.62 1.62
Drainage 5 - - 0.08 0.08
Drainage 6 - - 0.09 0.09
Drainage 7 - - 0.84 0.84
Drainage 8 - - 33.73 33.73
Drainage 9 - - 2.83 2.83
Drainage 10 - - 0.52 0.52
Drainage 11 - - 0.67 0.67
Drainage 12 - - 0.27 0.27
Drainage 13 0.88 0.03 2.71 3.62
Drainage 14 0.59 - 1.26 1.85
Drainage 15 - - 0.15 0.15
Drainage 16 0.22 0.01 0.65 0.88
Drainage 17 1.99 - 0.03 2.02
Drainage 18 0.51 0.01 7.35 7.87
Drainage 19 0.56 - 0.10 0.66
Drainage 20 0.37 - 0.04 0.41
Drainage 21 0.93 0.01 0.44 1.38
Drainage 22 - - 0.52 0.52
Drainage 23 - - 0.88 0.88
Drainage 24 1.18 - 6.79 7.97
Drainage 25 - - 0.11 0.11
Drainage 26 0.38 - 0.10 0.48
Drainage 27 1.67 - 0.43 2.10
Drainage 28 0.03 - 0.20 0.23
Total 9.31 0.06 63.44 72.81
DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
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Table 2. Vegetation Impacts to Ephemeral Non-Wetland Drainages Vegetation Types Acres
chamise chaparral 2.87
chamise chaparral/sage scrub 2.80
southern riparian scrub 1.43
blue elderberry scrub 0.84
mixed chaparral/alluvial scrub/annual grassland 0.54
coast live oak woodland 0.23
sage scrub 0.19
sage scrub/annual grassland 0.04
chamise chaparral/annual grassland 0.02
unvegetated debris basin 0.35
Total 9.31
Table 3. Fuel Modification Impacts to Drainage Features Within Fuei Modification Zones
Feature Acres Linear Feet Associated Vegetation Type
Drainage 13 0.03 110 coast live oak woodland
Drainage 16 0.01 70 chamise chaparral/sage scrub
Drainage 18 0.01 85 sage scrub/annual grassland
Drainage 21 0.01 20 chamise chaparral/sage scrub
Total 0.06 285

PROJECT IMPACTS
Existing fish or wildlife resources the Project could substantially adversely affect based on information received from the Permittee include: Fishes: unarmored threespine stickleback {Gasterosteus aculeatus williamsoni), Santa Ana sucker {Catostomus santaanae), arrovo chub (G//a orcutti)\ Amphibians: western spadefoot toad (Spea hammondii), Pacific salamander (Dicamptodontidae), California tree frog (Pseudacris cadaverina), western toad {Anaxyrus boreas)] Reptiles: San Diego coast horned lizard (Phrynosoma coronatum), coastal western whiptail {Aspidoscelis tigris), gartersnake {Thamnophis sirtalis), rattlesnake {Crotalus oreganus), silvery legless lizard {Anniella pulchra)] Birds: red-tailed hawk {Buteo jamaicensis, burrowing owl {Athene cunicularia), Bell's sage sparrow (Artemisiospiza belli), finches {Fringilidae), crows {Corvus), loggerhead shrike {Lanius ludovicianus), white-tailed kite {Elanus leucurus), California quail {Callipepla califomica), Anna's hummingbird {Calypte annay, Mammals: San DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
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Diego woodrat {Neotoma lepida), San Diego black-tailed jackrabbit {Lepus californicus), mouse {Mus musculus), coyote {Canis latrans), California ground squirrel {Otospermophius beecheyi), mule deer {Odocoileus hemionus), desert cottontail (Sylvilagus audubonii), pocket gopher (Geomyidae)\ Plants: Riversidean alluvial fan sage scrub, southern cottonwood-willow riparian woodland, coast live oak woodland, and mainland cherry forest, which provides habitat for those species: willows (Salix), mulefat scrub (Baccharis salicifolia), cottonwoods (Populus), oaks (Quercus), sycamores {Platanus occidentalis), and Pierson's morning glory {Calystegia peirsonii), slender-horned spineflower {Dodecehema leptoceras), and Nevin's barberry {Mahonia nevinii), and all other fish and wildlife resources in the area.

The adverse effects the Project could have on the fish or wildlife resources identified above include loss of natural bed or bank; change in contour of bed, channel, or bank; change in gradient of bed, channel, or bank; degradation or aggradation of channel; accelerated channel scour; loss of bank stability during construction; increase of bank erosion during construction; soil compaction or other disturbance to soil layer; restriction or increase in sediment transport; debris transport impedance (from culverts and bridges); increased turbidity; increased sedimentation (chronic or episodic); change in pH; short-term release of contaminants (e.g., incidental from construction); long-term release of contaminants (e.g., concrete, creosote, wood preservative leachates); change in composition of channel materials (large woody debris or substrate particle size); change in water temperature; change in dissolved oxygen (DO); change in channel cross-section (confinement or widening); loss or decline of riparian and/or emergent marsh habitat; decline of vegetative diversity; colonization by exotic plant or animal species; loss or decline of instream channel habitat; loss or decline of instream woody material; change to, loss, or decline of natural bed substrate; direct take offish and other aquatic species; construction pits and trenches that can capture terrestrial organisms; disruption to nesting birds and other wildlife; direct take of terrestrial species; disturbance from Project activity; loss or decline of aquatic species' habitat:
migration corridors, spawning, or rearing areas; loss of connection to hyporheic zone; loss of wildlife connectivity to water source; loss or impediment of terrestrial animal species travel routes due to permanent structures; loss or impediment of terrestrial animal species travel routes due to permanent and/or temporary structures (e.g., survey tape, sandbags, erosion protection materials etc.); change in shading or insolation leading to vegetative change; change in stream flow (Q); diversion of flow water from, or around, activity site; change in flow depth, width or velocity; habitat fragmentation below intake; change in hydrology below intake; change (increase or decrease) in sediment delivery below intake; flow restriction (with risk of culvert or bridge failure); change in percolation; change in channel form (e.g., loss of pools or riffles); effect on another water Project on the same watercourse; impediment to migration of aquatic and terrestrial species; and direct loss of resources for aquatic organisms.

The Project would permanently impact 9.37 acres of ephemeral drainage, including 9.31 acres of ephemeral drainage in the Project area (Table 2) and 0.06 acres within the fuel modification zone (Table 3). The Project will also indirectly impact 11.44 acres of DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
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Drainages 13, 16, 24 and 27 due to flow reduction resulting from grading on-site tributaries. Project impacts are due to grading, vegetation removal, changes in hydrology, and creation of a fuel modification zone. Twelve trees shall be removed from the Project site, including 11 coast live oak {Quercus agrifolial) and 1 scrub oak {Quercus berberidfolia). Specific impacts to jurisdictional areas include:
• Drainage 13-A portion of Drainage 13 will be filled, which will permanently impact 0.88 acres of chamise chaparral habitat. On-site grading activities will reduce flow into the ungraded portion of Drainage 13, resulting in indirect impacts to 4.36 acres of chamise chaparral habitat. Additionally, 0.03 acres of chamise chaparral habitat will be permanently impacted in fuel modification Zone B by vegetation replacement.
• Drainage 14-A portion of Drainage 14 will be filled, which will permanently impact 0.59 acres of chamise chaparral/sage scrub habitat. • Drainage 16-A portion of Drainage 16 will be filled, which will permanently impact 0.21 acres of chamise chaparral/sage scrub habitat. On-site grading activities will reduce flow into the ungraded portion of Drainage 16, resulting in indirect impacts to 0.55 acres of chamise chaparral/sage scrub habitat.

Additionally, 0.01 acres of chamise chaparral/sage scrub habitat will be permanently impacted in fuel modification Zone B by vegetation replacement. • Drainage 17-A portion of Drainage 17 will be filled and graded, which will permanently impact 1.99 acres of chamise chaparral/sage scrub habitat. A debris basin will be constructed within the upper portion of Drainage 17. • Drainage 18-A portion of Drainage 18 will be filled and graded, which will permanently impact 0.51 acres of sage scrub/annual grassland habitat.

Additionally, 0.01 acres of sage scrub/annual grassland habitat will be permanently impacted in fuel modification Zone B by vegetation replacement. • Drainage 19 -A portion of Drainage 19 will be filled and graded, which will permanently impact 0.56 acres of chamise chaparral/sage scrub habitat. A debris basin will be constructed within the upper portion of Drainage 19. • Drainage 20-A portion of Drainage 20 will be filled and graded, which will permanently impact 0.37 acres of chamise chaparral/annual grassland habitat.

An existing partial basin in Drainage 20 will be regraded to perform as a water quality basin.
• Drainage 21 - A portion of Drainage 21 will be filled and graded, which will permanently impact 0.93 acres of chamise chaparral/sage scrub habitat.

Additionally, 0.01 acres of chamise chaparral/sage scrub habitat will be DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
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permanently impacted in fuel modification Zone B by vegetation replacement. A debris basin will be constructed within the upper portion of Drainage 21. • Drainage 24-A portion of Drainage 24 will be filled and graded, which will permanently impact 1.18 acres of chamise chaparral/sage scrub habitat. On-site grading activities will reduce flow into the ungraded portion of Drainage 24, resulting in indirect impacts to 6.08 acres of holly-leaf cherry woodland habitat. A debris basin will be constructed within the upper portion of Drainage 24. • Drainage 26-A portion of Drainage 26 will be filled and graded, which will permanently impact 0.38 acres of chamise chaparral/sage scrub habitat. • Drainage 27 -A portion of Drainage 27 will be filled and graded, which will permanently impact 1.67 acres of chamise chaparral/sage scrub habitat. On-site grading activities will reduce flow into the ungraded portion of Drainage 27, resulting in indirect impacts to 0.45 acres of chamise chaparral/sage scrub habitat. Additionally, a debris basin will be constructed within the upper portion of Drainage 27.
• Drainage 28-A portion of Drainage 28 will be filled and graded, which will permanently impact 0.03 acres of chamise chaparral/sage scrub habitat.

MEASURES TO PROTECT FISH AND WILDLIFE RESOURCES

1. Administrative Measures
Permittee shall meet each administrative requirement described below.

1.1 Documentation at Proiect Site. Permittee shall make the Agreement, any extensions and amendments to the Agreement, and all related notification materials and California Environmental Quality Act (CEQA) documents, readily available at the project site at all times and shall be presented to CDFW personnel, or personnel from another state, federal, or local agency upon request.

1.2 Providing Agreement to Persons at Proiect Site. Permittee shall provide copies of the Agreement and any extensions and amendments to the Agreement to all persons who will be working on the Project at the Project site on behalf of Permittee, including but not limited to contractors, subcontractors, inspectors, and monitors.

1.3 Notification of Conflicting Provisions. Permittee shall notify CDFW if Permittee determines or learns that a provision in the Agreement might conflict with a provision imposed on the Project by another local, state, or federal agency. In that event, CDFW shall contact Permittee to resolve any conflict.

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1.4 Project Site Entry. Permittee agrees that CDFW personnel may enter the Project site at any time to verify compliance with the Agreement.

1.5 Personnel Compliance On Site. If the Permittee or any employees, agents, contractors and/or subcontractors violate any of the terms or conditions of this agreement, all work shall terminate immediately and shall not proceed until CDFW has taken all of its legal actions.

1.6 Pre-Proiect Briefing. A pre-project meeting/briefing shall be held involving all the contractors, subcontractors, and volunteers, concerning the conditions in this Agreement.

1.7 Notification Requirements. CDFW requires that the Permittee:

1.7.1 Immediately notify CDFW in writing if monitoring reveals that any of the protective measures were not implemented during the period indicated in this program, or if it anticipates that measures will not be implemented within the time period specified.

1.7.2 Immediately notify CDFW if any of the protective measures are not providing the level of protection that is appropriate for the impact that is occurring, and recommendations, if any, for alternative protective measures. CDFW shall verify compliance with protective measures to ensure the accuracy of the Permittee's monitoring and reporting efforts.

1.7.3 CDFW may, at its sole discretion, review relevant documents maintained by the Permittee, interview the Permittee's employees and agents, inspect the work site, and take other actions to assess compliance with or effectiveness of protective measures in this Agreement

1.8 Implementation Requirements. The agreed work includes activities associated with the Project Location and Project Description that is provided above. Specific work areas and mitigation measures are described on/in the plans and documents submitted by the Permittee with the Notification Package, and shall be implemented as proposed unless directed differently by this Agreement.

1.9 Designated Biologist. Permittee shall submit to CDFW in writing the name, qualifications, business address, and contact information for Designated Biologist thirty (30) days prior to initiating Project activities. The Designated Biologist is an individual experienced with construction level biological monitoring and who is able to recognize species in the Project area and who is familiar with the habits and behavior of those species. The Designated Biologist shall have academic and professional experience in biological sciences and related resource management activities as it pertains to this Project. The Designated Biologist shall be knowledgeable and experienced in the biology and natural history of local fish and wildlife resources present at the Project site.

DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
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Permittee shall obtain CDFW's written approval of the Designated Biologist prior to conducting pre-project surveys.

1.10 Designated Biologist Authority. The Designated Biologist shall have authority to immediately stop any activity that is not in compliance with this Agreement, and/or to order any reasonable measure to avoid or minimize impacts to fish and wildlife resources. Neither the Designated Biologist nor CDFW shall be liable for any costs incurred as a result of compliance with this measure. This includes cease-work orders issued by CDFW.

1.11 Environmental Education Program/Materials. Educational materials shall be created and incorporated into an environmental training, to be conducted for all personnel entering the Project area where sensitive habitats and/or species may be present. Educational materials may be brief and concise but should illustrate sensitive species and their habitat, discuss any specific measures to protect the species, what to do if the species is observed, and so forth. Interpretation shall be provided for non- English speaking workers and the same instruction shall be provided for any new workers prior to their performing work on-site. Upon completion of the education program, employees shall sign a form stating they attended the program and understand all protection measures. These forms shall be filed at the worksite offices and be available to CDFW upon request.

1.12 Weather Limitations. The Permittee's activities within the ephemeral drainage shall be restricted to periods of low rainfall (less than % inch per 24-hour period) and periods of dry weather (with less than a 40 percent chance of rain). All erosion control measures shall be initiated prior to all storm events. Permittee shall monitor the National Weather Service (NWS) 72-hr forecast for the Project area. No work shall occur when the stream is actively flowing, ponded, or during a dry-out period of 24 hours after the above referenced wet weather. Weather forecasts shall be documented upon request by CDFW.

1.13 Post Storm Event Inspection. After any storm event. Permittee shall inspect all sites scheduled to begin or continue construction within the next 72 hours. Corrective action for erosion and sedimentation shall be taken as needed. National Weather Service 72-hour weather forecasts shall be reviewed prior to the start of any phase of the Project that may result in sediment runoff to the stream, and construction plans adjusted to meet this requirement. The National Weather Service forecast can be found at: http://www.nws.noaa.gov.

2. Avoidance and Minimization Measures

2.1 Incidental Take Permit. An Incidental Take Permit (ITP) from CDFW may be required if the Project, Project construction, or any Project-related activity during the life of the Project will result in "take," as defined by the Fish and Game Code, of any species protected by CESA [Fish & G. Code, §§ 86, 2080, 2081, subd. (b) (c)]. If there DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
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is a potential for take, Permittee may request consultation with CDFW and obtain the necessary state permits and/or submit plans to avoid any impacts to the species.

Consultation with U.S. Fish and Wildlife Service or National Marine Fisheries Service would be required to receive take authority for federal threatened and endangered species. This Agreement does not authorize take.

2.2 Designated Biologist-Monitoring. A Designated Biologist shall be on-site to monitor all Project activities within and adjacent to CDFWjurisdictional streambed areas.

2.3 Designated Biologist - Responsibilities. A Designated Biologist shall also be responsible for: a) being present at the work site to survey the work area immediately prior to the start of work each day; b) identify safe and pre- determined relocation areas suitable for the host of species that may need to be moved out of harm's way; c) have authority to immediately stop any activity that is not in compliance with this Agreement, and/or to order any reasonable measure to avoid or minimize impacts to fish and wildlife resources; d) educate the contractors and equipment operators regarding the conditions of this Agreement; e) install exclusionary devices, if and where necessary, to prevent the migration of species into the work area(s); and, f) conduct an environmental education program. Designated Biologist shall be present on the project during all vegetation removal activities and disturbance of the top 12 inches of soil and during any other activities that have the potential to affect plant or wildlife resources.

2.4 Leave Wildlife Unharmed. If any wildlife is encountered during the course of construction, said wildlife shall be allowed to leave the construction area unharmed. If any listed wildlife is encountered, the Permittee shall halt work and contact CDFW immediately.

2.5 General Pre-Construction Biological Survevs. Permittee shall have a Designated Biologist conduct a minimum of two pre-project surveys within and adjacent to the proposed work area no more than two (2) weeks prior to the start of vegetation removal and grading activities. Pre-project surveys shall include: a) general surveys for botanical and wildlife resources; b) work areas with flowing or standing water shall be visually surveyed for any aquatic species that may be impacted by Project activities; and, c) surveys of culvert and bridge areas to determine if these structures are being used for nesting, roosting, or habitat refugia. Pre-construction survey results shall be summarized in a brief report and submitted to CDFW for review no later than 48 hours prior to the start of Project activities. If any special status species are observed during the surveys. Permittee shall halt work and contact CDFW immediately.

2.6 Non-listed Special Status Species and Other Vertebrates. The Designated Biologist shall be present during work in all CDFWjurisdictional areas during all vegetation-removal and rough grading activities to monitor for non-listed, special-status, and/or common ground-dwelling vertebrates encountered in the path of Project-related activities. The Designated Biologist shall make every effort to move the species out of harm's way to the extent feasible by doing one of the following: (1) Utilize shovel, rake.

DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
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or similar hand tool to gently re-direct the animal out of work area; (2) Install silt fence or other exclusionary fencing to prevent species from re-entering disturbance area; and (3) If the Designated Biologist has the appropriate handling permits, capture/move species to appropriate habitat outside the disturbance area. The Designated Biologist shall have the authority to temporarily stop construction activities until the species is determined to be out of harm's way. Any exclusionary devices shall be checked by the Designated Biologist on a daily basis to check/ensure continued exclusionary device effectiveness.

Should CDFW personnel visit the site during vegetation removal and rough grading activities occurring within the stream and no Designated Biologist is available, construction activities within CDFW jurisdiction shall be halted.

2.7 Relocation Plan. A Relocation (Plan) shall be submitted to CDFW no less than sixty (60) days prior to commencement of construction activities. Permittee shall resolve all CDFW comments and receive CDFW approval in writing prior to commencement of construction activities. The Plan shall include information on the site from which the species is removed and the alternate habitat to which they are moved, such as soil type and other appropriate information depending on the species. For aquatic species, the Plan shall include information of the site from which the species is removed and the proposed site such as temperature of the water, aquatic habitat characteristics at the removal sites and other appropriate information depending on the species. In addition, the Plan shall identify proposed biologists who will handle species movement. All documentation shall include photographs of the removal site, alternate habitat site, and a GIS shape file, which shall be submitted at the completion of all species relocation.

Proposed sites to be used shall be submitted to CDFW prior to moving animals. This Plan shall be amended according to the results of surveys that are conducted prior to each construction phase. The Plan shall contain minimization and avoidance measures for each species. If impacts are unavoidable to a specific species, then CDFW may require a separate mitigation plan to address impacts to those species.

2.8 Pre-proiect Reptile Survevs. The Designated Biologist shall conduct pre-project surveys for California patch-nosed snake, coastal western whiptail, coast horned lizard, silvery legless lizard, two-striped garter snake, and other species of concern likely to be found in the area or using the area to forage during the proposed Project activities.

Protocol-level surveys shall be conducted at the appropriate time and with the appropriate methodology to determine if any of the above species are present within the Project area. Surveys shall incorporate appropriate methods to detect these species, including individuals that could be concealed in burrows, beneath leaf litter, or in loose soil prior to any Project activities in areas that have or may have the potential to support these species. The survey(s) shall be conducted within thirty (30) days prior to start of work. Survey limits shall be determined by the Designated Biologist and shall include all areas within the Project footprint. If the survey yields information pertaining to any new resource impacts, CDFW shall be consulted immediately. Survey results, including negative findings, analysis, recommendations, and field notes shall be provided to CDFW five (5) days prior to the start of work. Should any species of concern be found during pre-project surveys in an identified work area, the Designated Biologist shall delay all ground-disturbing activities until the species has left the work area voluntarily.

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2.9 Western Spadefoot Toad Mitigation Plan. The Permittee shall submit a Western Spadefoot Toad Mitigation Plan to CDFW for review and approval prior to the initiation of work. The plan shall include a) a safe and pre-determined relocation area suitable for the species that may need to be moved out of harm's way by the Designated Biologist; b) monitoring for presence and development of eggs and tadpoles within the development area; c) relocation methods for eggs and tadpoles from the Project area to the pre-determine relocation site; d) measures to ensure the protection and minimization of impacts to western spadefoot toad; e) mitigation proposal if necessary.

2.10 Pre-Proiect Mammal Survevs. The Designated Biologist shall conduct a pre- project survey for San Diego black-tailed jackrabbit, southern grasshopper mouse, and other species of concern likely to be found in the area or using the area to forage during the proposed Project activities. Separate and species-specific surveys shall be conducted at the appropriate time and with the appropriate methodology to determine if any of the above species are present within the work area. Surveys shall incorporate appropriate methods to detect these species prior to any Project activities in areas that have or may have the potential to support these species. The survey(s) shall be conducted within thirty (30) days prior to start of work. Survey limits shall be determined by the Designated Biologist and shall include all areas within the Project footprint. If the survey yields information pertaining to any new resource impacts, CDFW shall be consulted immediately. Survey results, including negative findings, analysis, recommendations, and field notes shall be provided to CDFW five (5) days prior to the start of work. Should any species of concern be found during pre-project surveys in an identified work area, the Designated Biologist shall delay all Project ground-disturbing activities until the species has left the work area voluntarily.

2.11 Take of Nesting Birds. Fish and Game Code, section 3503 makes it unlawful to take, possess, or needlessly destroy the nest or eggs of any bird, except as otherwise provided by Fish and Game Code or any regulation made pursuant thereto. Fish and Game Code, section 3503.5 makes it unlawful to take, possess, or destroy any birds in the orders Falconiformes or Strigiformes (birds-of-prey) to take, possess, or destroy the nest or eggs of any such bird except as otherwise provided by Fish and Game Code or any regulation adopted pursuant thereto. Fish and Game Code, section 3513 makes it unlawful to take or possess any migratory nongame bird or part thereof except as provided by the rules and regulations adopted by the Secretary of the Interior under provisions of the Migratory Bird Treaty Act of 1918 (MBTA; 16 U.S.C. § 703 etseq.) before January 1, 2017, and subsequent rules and regulations adopted pursuant to the MBTA that are consistent with the Fish and Game Code. The issuance of this Agreement does not in any way exempt or excuse compliance with these statutes.

2.12 Nesting/Breeding Bird Period. Permittee shall not remove or othen/vise disturb vegetation within CDFW jurisdiction from March 15 to September 1 to avoid impacts to breeding/nesting birds.

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2.13 Vegetation with Active Nests. Permittee shall not disturb trees or other vegetation that contain active bird nests without prior consultation and approval of a CDFW representative.

2.14 Coastal California qnatcatcher. Prior to any work commencing, focused surveys following USFWS protocol for coastal California gnatcatcher shall be conducted. The physical extent of the survey area shall be approved by CDFW prior to commencing surveys and shall include indirectly affected and buffer areas. Survey results shall be submitted in writing to CDFW for review.
i. Survey protocol for coastal California gnatcatcher can be found at:
https://fws.qov/ventura/docs/species/protocols/caqn/coastal- qnatcatcher survev-quidelines.pdf
ii. If coastal California gnatcatcher is present, the following avoidance measures shall be implemented;

1. No construction shall take place between February 1 through September 15.

2.15 Burrowing Owl Survev Protocol and Mitigation Guidelines. Permittee shall have qualified wildlife biologist pre-approved by CDFW perform a survey for burrowing owls no less than 30 days prior to clearing any area that provides potentially suitable habitat for the species. Permittee shall inspect all burrows for typical characteristics of owl activity such as an observation of at least one burrowing owl, or, alternatively, its molted feathers, cast pellets, prey remains, eggshell fragments, or excrement at or near a burrow entrance, no sooner than three days prior to any site preparation activities. If evidence exist that burrowing owls are utilizing the Project site. Permittee shall erect exclusionary devices to prevent the owls form entering the burrows and follow the Burrowing Owl Consortium protocol guidelines
{http://www.dfg.ca.gov/wildlife/nongame/docs/boconsortium.pdf).

2.15.1 Burrowing Owl - Mitigation. Pursuant to CDFW's 2012 Staff Report on Burrowing owl, a Phase 1 burrowing owl survey shall be conducted prior to the start of construction in areas that contain potentially suitable habitat for the species, the results of which will be provided to CDFW a minimum of thirty (30) days prior to the start of construction. If burrowing owl are identified, a minimum of 19.5 acres of suitable burrowing owl habitat shall be provided for each impacted burrow. For each 19.5 acres provided, a minimum of 3 burrowing owl suitable burrows or artificial burrows shall be provided.

2.16 White-Tailed Kite. A qualified biologist shall conduct visual surveys for nesting of this species within 30 days prior to the start of Project activity. Survey reporting shall be provided to CDFW within one week of completing the survey. If an active kite nest or breeding behavior at a nest site is observed, no Project activities shall occur within 500 DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
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feet of the nest until after the breeding season has ended (i.e., after August 31) or the qualified biologist has determined and CDFW has confirmed in writing that the young have fledged and are no longer dependent on parental care of the nest for survival.

CDFW may consider proposals for variances from this buffer when there is a compelling biological or ecological reason to do so. Permittee shall not work within a smaller buffer area until after CDFW has provided written approval.

2.17 Unarmored Threespine Stickleback. This Agreement does not authorize take, incidental or othenvise, of any unarmored threespine stickleback. No direct or indirect impacts shall occur to any unarmored threespine stickleback. Construction, reconstruction, repair, maintenance, or decommissioning in the wetted channel when listed fishes are present shall only be undertaken in a way that limits exposure of on-site fishes to direct "take," and mitigates adverse impacts to habitat as pre-approved by the Department.

2.18 Special Status Species Encountered During Work. If Permittee encounters special status species during the conduct of Project Activity, work shall be suspended, CDFW notified, and conservation measures shall be developed in agreement with CDFW prior to re-initiating the activity.

2.19 Protected Species. This Agreement does not authorize take, incidental or othenwise, of any protected species. For the purpose of this Agreement, "protected species" means the following: a species fully protected under state law; a candidate species or species listed as threatened or endangered under the California Endangered Species Act (CESA; Fish & G. Code § 2050 et seq.) and/or Endangered Species Act (ESA; 16 U.S.C. § 1531 et seq.); a species identified by CDFW as a Species of Special Concern (SSC); or any other species for which take is prohibited under state or federal law. No direct or indirect impacts shall occur to any protected species, except as may be authorized by a Natural Community Conservation Plan or one or more individual permits that authorize such impacts.

2.20 Observations of Protected Species and/or Rare Plant Species. If protected species or state-listed rare plant species are observed in the area. Permittee shall immediately notify and consult with CDFW for further actions. Please note that additional state permits may be required prior to commencing Project activities.

2.21 Notification to the California Natural Diversitv Database. If any special status species are observed during surveys. Permittee or designated representative shall submit California Natural Diversity Data Base (CNDDB) forms to the CNDDB for all preconstruction survey data within five (5) working days of the sightings, and provide to CDFWs Regional office three (3) copies of the CNDDB forms and survey maps.

2.22 Check for Wildlife in Pipes/Construction Materials. For construction activities within CDFW jurisdiction, the Permittee shall have the Designated Biologist visually check sections of pipe/construction materials for the presence of wildlife sheltering within them prior to the sections being placed in the trench and attached together, or DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
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shall have the ends capped while stored on site so as to prevent wildlife from entering.

After attachment of the pipe sections to one another, whether in the trench or not, the exposed end(s) of the pipeline shall be capped at the end of each day during construction to prevent wildlife from entering and being trapped within the pipeline.

Exclusionary devices shall be erected to prevent the migration into or the return of species into the work areas if determined appropriate and feasible by the Designated Biologist. Such exclusionary devices shall be checked by Designated Biologist on a daily basis to check/ensure continued exclusionary device effectiveness. Should CDFW personnel visit the site during grading and initial impact activities and no Designated Biologist is available, construction activities shall be halted.

Habitat Protection

2.23 Demarcate Work Area Boundarv. In consultation with the Designated Biologist, the Permittee shall demarcate the sensitive habitat areas, including nesting birds, to prevent damage to adjacent habitat and to provide visual orientation to its limits.

Marking shall be in place during all periods of operation. All persons employed or othenvise working on the Project site shall be instructed about the restrictions that the marking represents. Permittee shall remove all temporary flagging, fencing, and/or barriers from the Project site and vicinity of the stream upon completion of Project activities.

2.24 Flagging. Prior to the start of Project activities. Permittee shall identify the limits of the project site and work areas. These "work area" limits shall be identified with brightly colored flagging. Work completed under this Agreement shall be limited to this defined area only and shall not impact stream areas beyond the project grading limits. Flagging that identifies areas to be avoided shall be maintained in good repair for the duration of the Project. All stream areas beyond the identified work area limits shall be considered Environmentally Sensitive Areas and shall not be disturbed.

2.25 Hours of Operation and Lighting. Permittee's construction activities shall take place during daylight hours only to the maximum extent feasible. Any night work conducted shall shield work lighting from any adjacent sensitive habitat.

Sedimentation, Turbidity, and Siltation

2.26 Erosion Control Measures. Permittee shall utilize erosion control measures throughout all phases of operation where sediment runoff from exposed slopes threatens to enter a river, stream, or lake. Furthermore, any type of erosion control shall be weed-free. Permittee shall stabilize all exposed/disturbed areas within the Project site to the greatest extent possible. Permittee or Designated Representative shall monitor erosion control measures during and after each storm event and repair and/or replace ineffective measures immediately. Permittee shall make modifications, repairs and improvements to erosion control measures whenever it is needed.

2.27 Sediment and Erosion Control. Sediment from Project-related activities shall not DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
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be placed where it is likely to have a negative impact on native trees and vegetation.

Any erosion control shall exclude the use of plastic or "hard" netting. If netting is to be used, it must be flexible (e.g., "soft" hemp) so that snakes or other animals do not become trapped in the netting.

2.28 Runoff Control. Preparation shall be made so that runoff from steep, erodible surfaces will be diverted into stable areas with little erosion potential. Frequent water checks shall be placed on dirt roads, cat tracks, or other work trails to control erosion.

2.29 Contaminated Site Water. Water containing mud, silt, or other pollutants from equipment washing or other activities, shall not be allowed to enter a flowing stream, dry ephemeral stream or into storm drains. Such water shall be settled, filtered, or othen/vise treated prior to discharge back into the water body. Permittee shall place and maintain silt barriers, such as "biologs," or filter fabric silt fencing, around the drainage inlets until the threat of erosion from surrounding impact areas ceases.

Equipment and Access

2.30 Staging and Vehicle Storaae. Staging/storage areas for equipment and materials shall be located outside of the stream in an area selected due to its non-vegetated status. Staging in all other areas is prohibited by this Agreement unless otherwise approved by CDFW PRIOR to staging activities.

2.31 Operating Eguipment and Vehicle Leaks. Any equipment or vehicles driven and/or operated within or adjacent to the drainage shall be checked and maintained daily to prevent leaks of materials that could be deleterious to aquatic and terrestrial life or riparian habitat. No equipment maintenance or fueling shall be done within or near any stream channel or lake margin where petroleum products or other pollutants from the equipment may enter these areas. Stationary equipment such as motors, pumps, generators, and welders, located within or adjacent to the stream shall be positioned over drip pans. Stationary heavy equipment shall have suitable containment to handle a catastrophic spill/leak. Clean up equipment such as extra boom, absorbent pads, skimmers, shall be on site prior to the start of Project-related activities. No equipment maintenance shall be done within or near any stream channel or lake margin where petroleum products or other pollutants from the equipment may enter these areas under any flow.

Pollution, Litter and Cieanup

2.32 Spill Cleanup. Permittee shall begin the cleanup of all oil/toxic material spills immediately. CDFW shall be notified immediately by the Permittee of any spills and shall be consulted regarding cleanup procedures. The Permittee shall have all spill clean-up equipment on site during construction.

2.33 Pollutants and Debris. No debris, soil, silt, sand, bark, slash, sawdust, rubbish, construction waste, cement or concrete or washings thereof, asphalt, paint, oil or other DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
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petroleum products or any other substances which could be hazardous to aquatic life, or other organic or earthen material from any logging, construction, or other associated Project-related activity shall be allowed to contaminate the soil and/or enter into or placed where it may be washed by rainfall or runoff into, waters of the State. Any of these materials, placed within or where they may enter a stream, by the Permittee or any party working under contract, or with the permission of the Permittee, shall be removed immediately. When Project-related activities are completed, any excess materials or debris shall be removed from the work area. No rubbish shall be deposited within 150 feet of the high-water mark of any stream or lake.

2.34 Pollution Compliance. The Permittee shall comply with all litter and pollution laws.

All contractors, subcontractors and employees shall also obey these laws and it shall be the responsibility of the Permittee to ensure compliance.

2.35 Hazardous Substances. Raw cement/concrete or washings thereof, asphalt, paint or other coating material, oil or other petroleum products, or any other substances which could be hazardous to aquatic life, resulting from Project-related activities, shall be prevented from contaminating the soil and/or entering the waters of the state. Any of these materials, placed within or where they may enter the stream by Permittee or any party working under contract, or with the permission of Permittee, shall be removed immediately.

2.36 Debris. Except as othenwise permitted in this Agreement, the removal of soil, vegetation, and vegetative debris from the stream bed or stream banks is prohibited.

The Permittee shall remove all human generated debris, such as yard and farm cuttings, broken concrete, construction waste, garbage and trash. The Permittee shall remove washed out culverts, and other construction materials, that the Permittee places within, or where they may enter, the stream. Permittee shall pick up all debris and waste daily. Permittee shall dispose of all Project generated debris, materials and rubbish in a legal manner.

2.37 Trash Receptacles. The Permittee shall install and use fully covered trash receptacles with secure lids (wildlife proof) that contain all food, food scrapes, food wrappers, beverage and other miscellaneous trash generated by work force personnel.

2.38 Remove Temporarv Flagging. Fencing, and Barriers. Permittee shall remove all temporary flagging, fencing, and/or barriers from the Project site and vicinity of the stream upon completion of Project activities.

Exotic Species Removal and Control

2.39 Invasive Plant Control/Eradication. To minimize the spread of invasive plant species to uninfested areas within and outside of the Project site. Permittee shall conduct Project activities in a manner that prevents the introduction, transfer, and spread of invasive species, including plants, animals, and microbes (e.g., algae, fungi, parasites, bacteria, etc.), from one Project site and/or waterbody to another. Prevention DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
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BMPs and guidelines for invasive plants can be found on the California Invasive Plant Council's website at: http://www.cal-ipc.org/ip/prevention/index.php and for invasive mussels and aquatic species can be found at the Stop Aquatic Hitchhikers website:
http://www. protectyourwaters. net/.

2.40 Inspection of Proiect Equipment. Permittee shall inspect all vehicles, tools, waders and boots, and other Project-related equipment and remove all visible soil/mud, plant materials, and animal remnants prior to entering and exiting the stream and/or between each use in different watersheds.

2.41 Decontamination of Proiect Equipment. Permittee shall decontaminate all tools, waders and boots, and other equipment that will enter the streambed and make contact with water or wetted soils prior to entering and after exiting the stream. If equipment is operating to avoid contact with water or wetted soils, then it is otherwise permissible to conduct the work without specialized decontamination procedures for aquatic invasive animal species (Conditioned in this Agreement), but activities would need to be in compliance with other Conditions of this Agreement and any other federal, state, or local laws or ordinances. For example, general conditions in the existing Agreement to make sure visible dirt, mud, and plant materials are removed from equipment prior to entering the stream, but do not require the specialized thermal, freezing, and/or drying methods developed for aquatic invasive animal species. If decontamination for aquatic invasive animal species is applicable. Permittee shall decontaminate Project gear and equipment utilizing one of three methods: drying, using a hot water soak, or freezing, as appropriate to the type of gear or equipment. For all methods. Permittee shall begin the decontamination process by thoroughly scrubbing equipment, paying close attention to small crevices such as boot laces, seams, net corners, etc., with a stiff-bristled brush to remove all organisms. To decontaminate by drying. Permittee shall allow equipment to dry thoroughly (i.e., until there is a complete absence of water), preferably in the sun, for a minimum of 48 hours. To decontaminate using a hot water soak. Permittee shall immerse equipment in HO^F or hotter water and soak for a minimum of five (5) minutes.

To decontaminate by freezing. Permittee shall place equipment in a freezer 32°F or colder for a minimum of eight (8) hours. Repeat decontamination is required only if the equipment/clothing is removed from the site, used within a different watershed, and returned to the Project site.

2.42 Decontamination Sites. If decontamination for aquatic invasive animal species is applicable. Permittee shall perform decontamination of vehicles, watercraft, and other Project gear and equipment in a designated location where runoff can be contained and not allowed to pass into CDFW jurisdictional areas and other sensitive habitat areas.

2.43 Notification of Invasive Species. Permittee shall notify CDFW immediately if an invasive species not previously known to occur within the Project site is discovered during Project activities by submitting a completed Suspect Invasive Species Report and photos to the Invasive Species Program by email at: [email protected].

Notification may also be provided by calling (866) 440-9530. Upon receiving notification, CDFW will provide Permittee with guidance for further action as appropriate to the DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
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species.

2.44 No Introduction or Translocation of Invasive Plants. Permittee shall not knowingly plant, seed, or othen/vise introduce or transfer any plants listed in the California Invasive Plant Councirs Invasive Plant Inventory: http://www.cal-ipc.org/ip/inventory/index.php in the areas within or adjacent to the Project site. Permittee activities shall not result in an increase in invasive plant material within the primary disposal area or other areas of the site. Monitoring of the disposal area after sediment placement, that is consistent with the SMMP, shall be implemented to demonstrate that no transfer or increase in invasive species has occurred from fill placement activities.

3. Compensatory Mitigation Measures
Permittee shall not impact more than 9.37 acres of ephemeral streambed habitat (see Table 1 & 2) related to the development of Phases B and 0 (9.31 acres) and fuel modification zones (0.06 acres). Permittee shall not indirectly impact more than 11.44 acres of Drainages 13, 16, 24 and 27 due to flow reduction resulting from grading on- site tributaries.

3.1 Required Compensatorv Mitigation. To compensate for the permanent impacts to approximately 2.87 acres of chamise chaparral, 2.8 acres of chamise chaparral/sage scrub, 1.43 acres of southern riparian scrub, 0.84 acres of blue elderberry scrub, 0.54 acres of mixed chaparral/alluvial scrub/annual grassland, 0.23 acres of coast live oak woodland, 0.19 acres of sage scrub, 0.04 acres of sage scrub/annual grassland, 0.02 acres of chamise chaparral/annual grassland, and 0.35 acres of unvegetated debris basin. Permittee shall mitigate with purchase of 0.2 acres of cottonwood-willow restoration or enhancement credits from a CDFW-approved mitigation bank, restoration of 10.24 acres of alluvial fan sage scrub (Phase D), 4.20 acres of giant reed removal, and preservation of 30.75 acres of San Francisquito Creek in Phase 0, and preservation of 52 acres of San Francisquito Creek in Phase D (Table 4).

Table 4. Compensatorv Mitigation Pursuant to Impacts from Project Activities Mitigation Type Acres Status
Participate in a giant reed (Arundo
donax) removal program
implemented by the USFS 4.20
Partially completed in 2000 (Condition 5 of ISA
Agreement #1600-1999-0126-R5). Phase A utilized

3.48 acres of this mitigation credit; the remaining

4.20 acres are applied to Phase B and C impacts.

Permittee shall provide proof of mitigation
completion by December 31, 2021.

Purchase of restoration or
enhancement credits at a CDFW-
approved mitigation bank.

0.2 Permittee partially completed a 1-acre restoration
project (for 1600-1999-0126-R5) in Phase C that
failed to meet performance standards. To
compensate for the permanent impacts to 0.2 acre
of cottonwood/willow habitat, Permittee shall
purchase 0.2 acres of restoration or enhancement
credits at a CDFW-approved mitigation bank.

Permittee shall provide proof of restoration or
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enhancement credit purchase 6 months after
initiation of Project activities.

Conservation of 31.59 acres of native
habitat in Phase 0 Conservation
Area, which contains 30.75 acres of
alluvial scrub, Fremont cottonwood
woodland, and southern riparian
woodland

30.75 The Phase C Conservation Area to be dedicated to
a third-party conservation organization approved
by CDFW 18 months after Project initiation. The
Permittee shall prepare, or fund the preparation of,
a Long Term Management Plan (LTMP) designed
to sustain or surpass the habitat quality of the
mitigation site (Condition 3.6.1).

Conserve additional 56.55 acres of
open space in Phase D, which
contains 52 acres of alluvial scrub,
annual brome grasslands, Fremont
cottonwood woodland, and southern
riparian woodland.

52.00 The Phase D Conservation Area to be dedicated to
a third-party conservation organization approved
by CDFW 18 months after Project initiation. The
Permittee shall prepare, or fund the preparation of,
a LTMP designed to sustain or surpass the habitat
quality of the mitigation site (Condition 3.6.1).

Restore 10.24 acres of alluvial scrub
in Phase D Conservation Area.

10.24 The Permittee shall prepare a Mitigation Creation and Restoration Plan (MCRP) and fund and
complete the preparation of the required mitigation
and a LTMP designed to sustain or surpass the
habitat quality of the mitigation site. (Condition

3.2.1)
Prepare a management plan for the
745 acres of open space in the City
Open Space Areas. 11.44
The Permittee shall prepare a City Open Space
Areas Management Plan (COSAMP) designed to
sustain or surpass the habitat quality of the
mitigation site (Condition 3.4.1).

TOTAL 108.81

3.2 Permittee Responsible Mitigation Requirements. All mitigation requirements or proposals and plans as depicted in Condition 3.2.1 to 3.7.1 shall be submitted to CDFW for review and approval prior to initiating the Project authorized by this Agreement.

CDFW retains the right to require more mitigation should the proposed mitigation not be adequate to compensate for the impacts. Additional mitigation may be required if enhancement or preservation is proposed and/or the habitat being proposed for mitigation is of lower functions and values than the habitat being impacted. If additional temporal impacts (time Project activities and initiation of mitigation) occur, then the compensatory mitigation may be increased. Therefore, for each year past one year of the Project impacts authorized by this Agreement, that the mitigation is delayed, the mitigation shall be increased by 10 percent of the original mitigation acreage requirement detailed above.

3.2.1 Mitigation Creation and Restoration Plan. Permittee shall submit a draft Mitigation Creation and Restoration Plan (MCRP) to CDFW for review and approval that includes restoration or reestablishment of 10.24 acres of native alluvial scrub habitat. An Oak Tree Restoration/Revegetation Plan (OTRP) for the 127 coast live oak and scrub oak trees to be planted (Condition 3.2.4) shall be submitted to CDFW for review and approval. The MCRP and OTRP shall be submitted to CDFW prior to initiation of grading activities. Permittee shall resolve all CDFW comments within six (6) months after execution of this Agreement. Restoration implementation involves methods for restoring, and maintaining (e.g., weeding, replacement planting, supplemental watering) and DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
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monitoring the restored area for a period of five years. The MRCP shall include, at a minimum: (a) mitigation location; (b) survey information of a reference site; (c) planting location, methodology, and schedule; (d) list native plant (tree, shrub, and grass) species to be used, container sizes (no more than one gallon), and seeding rates; (e) description of the irrigation methodology, if necessary; (f) measures to control exotic vegetation on site; (g) schedule that outlines all foreseeable activities necessary for the mitigation plan (h) monitoring and reporting procedures; (i) sample of the data collection sheet; Q) specific success criteria based on a reference site; and (k) corrective actions to be taken when restoration activities do not meet the proposed success criteria.

The MCRP shall also include the following measures:

3.2.2 Restoration/Mitigation Success Criteria. The MCRP shall identify the success criteria for the habitats specified above shall be compared against an appropriate reference site with as good or better-quality habitat. The reference site shall be approved by CDFW. The success criteria shall include percent cover (both basal and vegetation), species diversity, abundance, and any other measures of success deemed appropriate by CDFW. Success criteria shall be separated into vegetative layers (tree, shrub, grass, and forb), and each layer shall be compared to the success criteria of the reference site to ensure one species or layer does not disproportionately dominate a site, but instead mimic the conditions of the reference site. The MCRP shall have adequate detail regarding the sampling plan so that it can be duplicated by different people and shall include a sample data collection sheet that shows appropriate data to be collected per the proposed sampling methodology. Permittee shall be responsible for any cost incurred during the restoration/mitigation or in subsequent corrective measures.

3.2.3 Mitigation Location Restraints. Mitigation shall not occur in fuel modification zones, future Project areas, or areas of maintenance.

3.2.4 Restoration Specialist. The MCRP shall be prepared by persons with expertise in southern California desert ecosystems and native plant re-vegetation techniques (restoration specialist). Planting, maintenance, monitoring and reporting activities shall be overseen by the restoration specialist familiar with restoration of native plants.

3.2.5 Local Sources. Plant material for revegetation shall be derived from cuttings, materials salvaged from disturbed areas, and/or seeds obtained from randomly selected native trees and shrubs occurring locally within the same drainage.

3.2.6 Native Plant Nursery. Any replacement tree/shrub stock, if used, which cannot be grown from cuttings or seeds, shall be obtained from a native plant nursery, be ant-free, and shall not be inoculated to prevent heart rot.

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3.2.7 Mitigation and Monitoring Reports. Permittee shall have the qualified restoration specialist monitor the recovery of plant, wildlife, and aquatic resources in the area following mitigation implementation. Monitoring of plant, wildlife, and aquatic resources shall be done in summer and winter of each year, through the term of restoration. The results and analysis shall be submitted with the annual MGRP annual report to CDFW by Feb. 1 of each year for 5 years after mitigation implementation. This report shall include the status and any success trends for the success criteria outlined in the MGRP. Photos from designated photo stations shall be included.

3.3 Mitigation Success. After the 5^^ monitoring year, if the site has met the success criteria outlined in the MGRP plans, GDFW may request a site visit to determine if the mitigation portion of the Agreement is deemed complete. The site should be free of trash and any irrigation infrastructure shall be removed if it was used (unless there is an acceptable justification for leaving the irrigation system in place).

3.4 Mitigation for Indirect Impacts. To mitigate for indirect impacts to 4.36 acres of chamise chapparal habitat, 1.0 acres of chamise chaparral/sage scrub habitat, and 6.08 acres of holly-leaf cherry woodland habitat. Permittee shall submit a Gity Open Space Areas Management Plan (GOSAMP) to GDFW for review prior to the initiation of grading at the Project site. Permittee shall resolve all GDFW comments within six (6) months after execution of this Agreement. The GOSAMP is for the preservation of Open Space Areas associated with the development of Phases B and G of the Tesoro del Valle Residential Development Project^The Gity Open Space Areas are separate from the Phase G and D conservation areas [Exhibit Bj. The Gity Open Space Areas include approximately 745 acres that surround the Project development footprint. The land- managing entity shall monitor and maintain any streams that are indirectly impacted by project activities

3.4.1 Gitv Open Space Areas Management Plan (GOSAMP). At minimum, the GOSAMP shall identify: (1) an estimated description of the physical conditions of the mitigation site (at sign-off), including water resources and habitat types, and a map that identifies the location of the site; (2) goals related to sustaining habitat quality, wildlife usage, and overall function of the mitigation site; (3) risk assessment for foreseeable threats to the mitigation site; and (4) management strategies proposed to meet those goals, including a monitoring and maintenance schedule, and a list of contingency measures. The conservation entity shall be responsible for implementing the GOSAMP and shall submit a copy of each annual report to GDFW documenting, at a minimum: (1) management activities completed within the previous five year term, including:
(a) any remedial measures completed; (b) details of non-native species removal including: (i) species removed, (ii) the amount and frequency of removal, and (ill) the techniques used; and (c) enforcement activity necessary; (2) an assessment of overall habitat quality within the mitigation site, including: (a) percent native and non-native vegetation cover, (b) any shifts in habitat type, (c) any loss of habitat cover, (d) any change in water resources, and (e) any new non-native DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
Streambed Alteration Agreement

species observed; (3) an evaluation of the success or failure of management strategies implemented, and any changes to management strategies proposed in response to the successes or failures. The annual report shall include photos documenting the management activities. Permittee shall submit the COSAMP to CDFW for review prior to initiation of grading activities. Permittee shall resolve all CDFW comments within six (6) months after execution of this Agreement.

3.5 Oak Tree Mitiaation. The Permittee is authorized to remove 12 oak trees that occur in areas under the jurisdiction of the CDFW. Trees to be impacted include 11 coast live oaks and 1 scrub oak. To mitigate impacts to oak trees, the Permittee shall plant in-kind oak trees according to the ratios as follows in Table 5; Table 5. Mitigation for Trees Impacted from Project Activities Species
Tree Size
Total<8" 8-12" 12-24" 24-36" >36"
Coast live oak
(Quercus
agrifolia)
Impacts 1 -
6 4 -
11 Mitigation Ratio 2:1 5:1 10:1 15:1 20:1 -
Mitigation 2 -
60 60 - 122
Scrub oak
{Quercus
berberidifolia)
Impacts -
1 - - - 1
Mitigation Ratio 2:1 5:1 10:1 15:1 20:1
Mitigation -
5 - - -
5 Tree Impact Total 1 1 6 4 -
12 Tree Mitigation Total 2 5 66 64 -
127
The Permittee shall use acorns or one-gallon containers for restoration to increase the likelihood of survival of plantings. All remaining trees that are not proposed to be impacted shall be fenced off and flagged to prevent equipment from operating in the drip line of these trees.

3.5.1 Oak Tree Restoration/Reveaetation Plan. Prior to initiation of grading activities, the Permittee shall submit the OTRP to CDFW for review. Permittee shall resolve all CDFW comments within six (6) months after execution of this Agreement. In order to allow CDFW staff to accurately assess the appropriateness of the proposed mitigation, this shall include a quantitative assessment of conditions that exist at the impacted oak tree sites (baseline) and design a mitigation plan to recreate the agreed upon baseline conditions at a mitigation site. The Plan shall propose hydrologically viable sites in the Phase C and Phase D conservation areas that can support the oak trees without irrigation (after the 5-year monitoring period is complete). The Oak Tree Restoration/Revegetation Plan shall include performance standards (as described in Condition 3.2.2), monitoring and reporting programs, and corrective actions to be taken when mitigation measures do not meet the proposed targets (Condition 3.2.1-3.2.7). Additionally, the Plan shall include a map of proposed tree spacing to ensure appropriate spacing for tree plantings to occur.

DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
Streambed Alteration Agreement

3.6 Mitigation for Unauthorized Impacts. Permittee shall mitigation at a minimum 5:1 ratio for impacts beyond those authorized in this Agreement. In the event that additional mitigation is required, the type of mitigation shall be determined by CDFW, and may include creation, restoration, enhancement, and/or preservation.

3.7 Long Term Management. Permittee shall prepare or fund the perpetual management of the mitigation lands (including the Phase 0 and Phase D conservation sites and the 10.24 acre restoration area detailed in Table 4) by a CDFW-approved non profit organization.

3.7.1 Long Term Management Plan (LIMP). Permittee shall prepare, or fund the preparation of, a LTMP designed to sustain or surpass the habitat quality of the mitigation sites (Table 4) at CDFW sign-off, in perpetuity. At a minimum, the LTMP shall identify: (1) an estimated description of the physical conditions of the mitigation site (at sign-olf), including water resources and habitat types, and a map that identifies the location of the site; (2) goals related to sustaining habitat quality, wildlife usage, and overall function of the mitigation site; and (3) management strategies proposed to meet those goals, including a monitoring and maintenance schedule, and a list of contingency measures. The CDFW- approved conservation entity shall be responsible for implementing the LTMP and shall submit a Management Report every five (5) years documenting, at a minimum: (1) management activities completed within the previous five year term, including: (a) any remedial measures completed; (b) details of non-native species removal including: (i) species removed, (ii) the amount and frequency of removal, and (ill) the techniques used; and (c) enforcement activity necessary; (2) an assessment of overall habitat quality within the mitigation site, including:
(a) percent native and non-native vegetation cover, (b) any shifts in habitat type, (c) any loss of habitat cover, (d) any change in water resources, and (e) any new non-native species observed; (3) an evaluation of the success or failure of management strategies implemented, and any changes to management strategies proposed in response to the successes or failures. The Management Report shall include photos documenting the management activities. Permittee shall submit the LTMP to CDFW for review prior to initiation of grading activities.

Permittee shall resolve all CDFW comments within six (6) months after execution of this Agreement.

3.8 Mitigation Documentation Reouirements for Review and Approval. Prior to initiation of Project activities, the Permittee shall provide CDFW with the following for review: preliminary title report. Phase One Environmental Site Assessment Report, any required technical reports (e.g., jurisdictional delineation, hydrology studies, mineral risk assessment) for sites proposed for preservation, creation, restoration, and/or enhancement activities, MCRP, Oak Tree Restoration/Revegetation Plan, and draft Letter of Credit or Surety Bond. In addition, the Permittee shall provide the draft conservation easement of the mitigation site for CDFW review and approval. Permittee DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
Streambed Alteration Agreement

shall resolve all CDFW comments within six (6) months after execution of this Agreement.

3.8.1 Prior to the initiation of grading activities, the, Permittee shall provide the LTMP, Property Analysis Record (PAR), cost estimate, or PAR-equivalent analysis (hereinafter "PAR"), and draft agreement between Permittee and entity implementing the LTMP.

Financial Security and Endowment
Permittee shall provide a financial security for all restoration measures pursuant to this Agreement as described below.

3.9 Cost Estimate for the Establishment of Habitat Restoration Lands. PRIOR to the initiation of grading activities, the Permittee shall prepare a cost estimate for land acquisition, planning and engineering, construction, monitoring, and legal fees for the restoration sites subject to this Agreement. Alternatively, the Permittee could estimate the costs to be equal to purchasing 10.24 acres of restoration credits at a CDFW- approved mitigation bank. Permittee shall submit the results of the cost estimate to CDFW for review and approval prior to executing a Letter of Credit.

3.10 Propertv Analvsis Record for In-perpetuitv Management of Mitigation Lands.

Prior to the initiation of Project activities, the Permittee shall conduct a PAR-like analysis once the land manager has been identified to determine the appropriate endowment amount to fund the in-perpetuity management of the Phase C conservation area and Phase D conservation area (which includes the 10.24-acre restoration area) as described in the LTMP. After CDFW approves the PAR, Permittee shall provide the required endowment to a non-profit conservation entity authorized to hold such funds.

Interest from the endowment amount shall be available for the long term operation, management, and protection of the mitigation lands, including reasonable administrative overhead, biological monitoring, improvements to biological carrying capacity, law enforcement measures, and any other action designed to protect or improve the habitat values of the mitigation lands.

3.11 Propertv Analvsis Record for In-perpetuitv Management of the Citv Open Space Areas. Prior to the initiation of Project activities, the Permittee shall conduct a PAR-like analysis to determine the appropriate amount to fund the in-perpetuity management of the City Open Space Areas by the City of Santa Clarita.

3.12 Right to Denv. CDFW has the right to deny the proposed mitigation site/conservation easement if, on review of the preliminary title report or Phase One Environmental Assessment, CDFW determines the site does not have suitable conservation value.

3.13 Conservation Easement. A conservation easement, or similar protection measure acceptable to CDFW, shall be recorded over the mitigation sites summarized in Table 4 DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
Streambed Alteration Agreement

(under "Mitigation Required") to protect fish and wildlife in perpetuity. The CDFW easement form (please contact CDFW Regional Office or
[email protected] for the current easement form) shall be executed by the Permittee and provided to the CDFW 18 months after initiating the Project authorized by this Agreement for the Phase C and Phase D conservation areas. An endowment fund or other maintenance-funding source acceptable to CDFW shall be created for the management of these lands in perpetuity

3.13.1 Conservation Easement Grantee. A CDFW-approved non-profit organization qualified pursuant to California Government Code section 65965, or CDFW- approved public agency (collectively, "approved entity") may hold fee title or act as grantee for a conservation easement over the mitigation area. If an approved entity holds a conservation easement, CDFW shall be named third party beneficiary.

3.14 Letter of Credit. A Letter of Credit (LOC) or Surety Bond in a form acceptable to CDFW for the cost of restoration measures for the 10.24 acre restoration area pursuant to this Agreement shall be submitted to CDFW prior to initiation of Project activities, including site preparation and staging. This amount of the LOC shall be based on the PAR analysis in Condition 3.8 and 3.9.

3.15 Draft Copy of LOC. The Permittee shall provide a draft copy of the LOC or Surety Bond to CDFW at the address listed below for review and approval prior to execution.

The LOC shall not be executed without CDFWs prior approval.

3.16 Expiration of LOC. In the event that the LOC or Surety Bond will expire before the restoration obligations have been met, the Permittee shall be responsible for providing CDFW a new LOC to replace the existing LOC at least sixty (60) days prior to the expiration date.

3.17 Execution of LOC. Upon execution of the LOC or Surety Bond, the Permittee shall provide the original to the address listed on the LOC template, and one copy of the executed document to CDFW at the address listed below in the Contact Information section.

3.18 Endowment. The Permittee shall establish an endowment, or other funding mechanism, based on the PAR and transfer the funds to either CDFW or a non-profit conservation entity authorized to hold such funds 18 months after initiating the Project for the Phase C and Phase D conservation areas, or as extended by the CDFW as described above.

3.19 City Open Space Areas Funding Mechanism. The Permittee shall establish an endowment, or other funding mechanism, based on the PAR and transfer the funds to a non-profit conservation entity authorized to hold such funds 18 months after initiating the Project for the City Open Space Areas, or as extended by the CDFW as described DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
Streambed Alteration Agreement

above. Alternatively, the City of Santa Clarita shall establish a Landscape Maintenance District, or other public financing district, to fund the perpetual maintenance of the City Open Space Areas within 18 months after initiating the Project.

3.20 Purchase of Credits. To mitigate for 0.2 acres of permanent impact to Fremont cottonwood-willow riparian habitat that occurred under LSA Agreement #1600-1999- 0126-R5, the Permittee shall purchase 0.2 acres of preservation, enhancement, or restoration credits for cottonwood-willow riparian habitat at a CDFW-approved mitigation bank. The Permittee previously attempted to mitigate for these impacts at a 1-acre mitigation site in Phase C, but it failed to meet performance standards. Therefore, Permittee shall purchase credits to mitigate for the impacts. Permittee shall provide proof of mitigation credit purchase 6 months after initiation of Project activities.

4. Reporting Measures
Permittee shall meet each reporting requirement described below.

4.1 Notification Prior to Work. The Permittee shall notify CDFW, in writing, at least five (5) days prior to initiation of Project-related activities and at least five (5) days prior to completion of Project and mitigation activities. Notification shall be sent to the email address: [email protected]. Reference # 1600-2020-0101-R5.

4.2 Final Proiect Report. Permittee shall provide a final Project report to CDFW no later than one month after the Project is fully completed, including a brief description of the activities performed, color photographs of before and after Project-related activities and surrounding staging areas, and biological survey notes (including monitoring reports).

4.3 Compliance. CDFW shall verify compliance with protective measures to ensure the accuracy of the Permittee's mitigation, monitoring and reporting efforts. CDFW may, at its sole discretion, review relevant documents maintained by the Permittee, interview the Permittee's employees and agents, inspect the work site, and take other actions to assess compliance with or effectiveness of protective measures in this Agreement.

All surveys, pre and post construction notifications, monitoring reports and any other required communication between the Permittee and CDFW shall be submitted to [email protected] Reference # 1600-2020-0101-R5.

CONTACT INFORMATION
Any communication that Permittee or CDFW submits to the other shall be in writing and any communication or documentation shall be delivered to the address below by U.S. mail, fax, or email, or to such other address as Permittee or CDFW specifies by written notice to the other.

DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
Streambed Alteration Agreement

To Permittee:

Blaine Peterson and Barry Villines
BLC TESORO LLC.
100 Bayview Circle, Suite 240
Newport Beach, CA 92660
E-mail: [email protected]
To CDFW:

Department of Fish and Wildlife
South Coast Region
3883 Ruffin Road
San Diego, California 92123
Attn: Lake and Streambed Alteration Program
Notification #1600-2020-0101-R5
Email: [email protected]

LIABILITY
Permittee shall be solely liable for any violations of the Agreement, whether committed by Permittee or any person acting on behalf of Permittee, including its officers, employees, representatives, agents or contractors and subcontractors, to complete the Project or any activity related to it that the Agreement authorizes.

This Agreement does not constitute CDFW's endorsement of, or require Permittee to proceed with the Project. The decision to proceed with the Project is Permittee's alone.

SUSPENSION AND REVOCATION
CDFW may suspend or revoke in its entirety the Agreement if it determines that Permittee or any person acting on behalf of Permittee, including its officers, employees, representatives, agents, or contractors and subcontractors, is not in compliance with the Agreement.

Before CDFW suspends or revokes the Agreement, it shall provide Permittee written notice by certified or registered mail that it intends to suspend or revoke. The notice shall state the reason(s) for the proposed suspension or revocation, provide Permittee an opportunity to correct any deficiency before CDFW suspends or revokes the Agreement, and include instructions to Permittee, if necessary, including but not limited to a directive to immediately cease the specific activity or activities that caused CDFW to issue the notice.

DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
Streambed Alteration Agreement

ENFORCEMENT
Nothing in the Agreement precludes CDFW from pursuing an enforcement action against Permittee instead of, or in addition to, suspending or revoking the Agreement.

Nothing in the Agreement limits or othenwise affects CDFWs enforcement authority or that of its enforcement personnel.

OTHER LEGAL OBLIGATIONS
This Agreement does not relieve Permittee or any person acting on behalf of Permittee, including its officers, employees, representatives, agents, or contractors and subcontractors, from obtaining any other permits or authorizations that might be required under other federal, state, or local laws or regulations before beginning the Project or an activity related to it.

This Agreement does not relieve Permittee or any person acting on behalf of Permittee, including its officers, employees, representatives, agents, or contractors and subcontractors, from complying with other applicable statutes in the FGC including, but not limited to, FGC sections 2050 et seq. (threatened and endangered species), 3503 (bird nests and eggs), 3503.5 (birds of prey), 5650 (water pollution), 5652 (refuse disposal into water), 5901 (fish passage), 5937 (sufficient water for fish), and 5948 (obstruction of stream).

Nothing in the Agreement authorizes Permittee or any person acting on behalf of Permittee, including its officers, employees, representatives, agents, or contractors and subcontractors, to trespass.

AMENDMENT
CDFW may amend the Agreement at any time during its term if CDFW determines the amendment is necessary to protect an existing fish or wildlife resource.

Permittee may amend the Agreement at any time during its term, provided the amendment is mutually agreed to in writing by CDFW and Permittee. To request an amendment. Permittee shall submit to CDFW a completed CDFW "Request to Amend Lake or Streambed Alteration" form and include with the completed form payment of the corresponding amendment fee identified in CDFWs current fee schedule (see Cal.

Code Regs., tit. 14, § 699.5).

TRANSFER AND ASSIGNMENT
DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
Streambed Alteration Agreement

This Agreement may not be transferred or assigned to another entity, and any purported transfer or assignment of the Agreement to another entity shall not be valid or effective, unless the transfer or assignment is requested by Permittee in writing, as specified below, and thereafter CDFW approves the transfer or assignment in writing.

The transfer or assignment of the Agreement to another entity shall constitute a minor amendment, and therefore to request a transfer or assignment. Permittee shall submit to CDFW a completed CDFW "Request to Amend Lake or Streambed Alteration" form and include with the completed form payment of the minor amendment fee identified in CDFW's current fee schedule (see Cal. Code Regs., tit. 14, § 699.5).

EXTENSIONS
In accordance with FGC, section 1605(b), Permittee may request one extension of the Agreement, provided the request is made prior to the expiration of the Agreement's term. To request an extension. Permittee shall submit to CDFW a completed CDFW "Request to Extend Lake or Streambed Alteration" form and include with the completed form payment of the extension fee identified in CDFW's current fee schedule (see Cal.

Code Regs., tit. 14, § 699.5). CDFW shall process the extension request in accordance with FGC 1605(b) through (e).

If Permittee fails to submit a request to extend the Agreement prior to its expiration.

Permittee must submit a new notification and notification fee before beginning or continuing the Project the Agreement covers (FGC section 1605(f)).

EFFECTIVE DATE
The Agreement becomes effective on the date of CDFWs signature, which shall be: 1) after Permittee's signature; 2) after CDFW complies with all applicable requirements under the California Environmental Quality Act (CEQA); and 3) after payment of the applicable FGC section 711.4 filing fee listed at
http://www.wildlife.ca.qov/habcon/ceqa/ceqa chanqes.html.

TERM
This Agreement shall expire on January 26, 2026, unless it is terminated or extended before then. All provisions in the Agreement shall remain in force throughout its term.

Permittee shall remain responsible for implementing any provisions specified herein to protect fish and wildlife resources after the Agreement expires or is terminated, as FGC section 1605(a)(2) requires.

AUTHORITY
If the person signing the Agreement (signatory) is doing so as a representative of Permittee, the signatory hereby acknowledges that he or she is doing so on Permittee's DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE Notification #1600-2020-0101-R5, Revision 3
Streambed Alteration Agreement

behalf and represents and warrants that he or she has the authority to legally bind Permittee to the provisions herein.

AUTHORIZATION
This Agreement authorizes only the Project described herein. If Permittee begins or completes a Project different from the Project the Agreement authorizes, Permittee may be subject to civil or criminal prosecution for failing to notify CDFW in accordance with FGC section 1602.

CONCURRENCE
The undersigned accepts and agrees to comply with all provisions contained herein.

FOR BLG TESORO, LLC.
lame Pe^sdh Date
D^ignated Representative / /
.

Barry Vilffnes
Designated Representative

FOR DEPARTMENT OF FISH AND WILDLIFE
Erinn Wilson-Olgin Date
Environmental Program Manager I
Prepared by: Emily Galli,
Environmental Scientist
DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE 2/1/2021
Jurisdictional Impacts
Biota Report for Phases B and C of the Tesoro del Valle Residential Development Project Exhibit 13
(Rev: 10-25-2017 CJS) R:\Projects\BLC\3BLC000100\Graphics\Biota \ex13_JDImpacts.pdf
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D:\Projects\3BLC\J0001\MXD\Biota\ex_JDImpacts_20171025.mxd Aerial Source: LAR-IAC 2014
Project Boundary
Grading Limits (2017)
Drainage Area
Soil Test Pit
USACE
Wetland
CDFW
Jurisdictional Centerlines
Sheet Flow
Underground Water Flow
EXHIBIT A - Map of Drainages
DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE EXHIBIT B - City Open Space Areas Map
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Upland Habitat Preservation Areas
HOA Habitat Preservation Areas
Riparian Habitat Mitigation Site
'Si * Aerial Source: LAR-IAC 2014
Project Overview
Tesoro del Valla Phase C and D Residential Development Project N
2,000 1,000 2,000
I Feet (Rev: 01/12/2021 MMD) R:\Projects\BLC\3BLC000101\Graphics\Misc\e)c_ProjectOverview.pdf DocuSign Envelope ID: B298EF62-059B-4CE7-9593-E0C87BB28DAE

072906\12762769v4

1 RECORDING REQUESTED BY: )
AND WHEN RECORDED MAIL TO: )

CITY OF SANTA CLARITA )
23920 Valencia Boulevard, Ste. 300 )
Valencia, CA 91355 )
)
Exempt from Recording Fee (Gov. Code, § 27383)

Space above this line for Recorder’s use.

GRANT OF EASEMENT AND AGREEMENT FOR RIGHT OF ENTRY

FOR BIOLOGICAL MANAGEMENT

This GRANT OF EASEMENT AND AGREEMENT FOR RIGHT OF ENTRY FOR BIOLOGICAL MANAGEMENT (the “Agreement”) is made and entered into by and between CITY OF SANTA CLARITA, a political subdivision of the State of California (“Grantor”), and BLC TESORO LLC, a Delaware limited liability company (“Grantee”). Grantor and Grantee are referred to collectively herein as the “Parties.”

RECITALS

A. Grantee is the owner and developer of that certain residential development project located in unincorporated Los Angeles County (the “County”) and known as “Tesoro Highlands” (the “Project”), which Project is the final phase of development of the Tesoro del Valle master planned community and includes the construction of 820 residential units and certain other uses within a total project area of approximately 1,275 acres (the “Project Site”).

B. The Project was approved by the County on November 7, 2018 by action of the County’s Regional Planning Commission as more fully described in Revised Vesting Tentative Tract Map TR51644-1 (as amended on June 23, 2020 and June 15, 2021) and certain related approvals, including Conditional Use Permit No. 200600210, Discretionary Housing Permit No. 2016001958 and Oak Tree Permit No. 201000029 (the “Project Approvals”), which Project Approvals were issued subject to certain conditions of approval (the “Conditions of Approval”). Condition of Approval 35 requires Grantee to dedicate to a governmental agency or non-profit organization approximately 770 acres of land within the Project Site and described on Exhibit A attached hereto (collectively, the “City Open Space Areas”), and to provide certain funding for the management and maintenance of such dedicated City Open Space Areas.

C. In furtherance of the requirements of Condition 35, Grantee is entering into an Open Space Management and Maintenance Agreement (“OSMMA”) with the City to provide for the management and maintenance as open space, of the City Open Space Areas.

D. Condition of Approval 11 requires Grantee to comply with certain mitigation measures set forth in that certain Mitigation Monitoring and Reporting Program adopted in accordance with the California Environmental Quality Act and incorporated by reference into the Conditions of Approval (“MMRP”).

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2 E. The MMRP includes requirements (the “Grantee Mitigation Requirements”) for Grantee to undertake certain habitat-related improvements within the City Open Space Areas (the “Habitat Improvements”) and, following completion of the Habitat Improvements, to monitor and maintain such Habitat Improvements for a five-year period, which Grantee Mitigation Requirements are more fully described in the following habitat mitigation and monitoring plans and programs prepared by the Psomas and approved by the County (collectively, the “HMMPs”), including: (i) “Special Status Vegetation Types, Habitat Mitigation and Monitoring Program, Tesoro del Valle Phases B and C, Revised VTTM 51644-1, Los Angeles County, California, EIR Mitigation Measure Bio-1”, dated January 25, 2021, (ii) Oak Tree Habitat Mitigation and Monitoring Plan, Tesoro del Valle Phases B and C, Revised VTTM 51644-1, Los Angeles County, California, EIR Mitigation Measure Bio-2” dated November 9, 2020, (iii) Mariposa Lily Habitat Mitigation and Monitoring Plan, Tesoro del Valle Phases B and C, Revised VTTM 51644-1, Los Angeles County, California, EIR Mitigation Measure Bio-3” dated November 9, 2020, and (iv) Western Spadefoot Translocation Program, Tesoro del Valle Phases B and C, Revised VTTM 51644-1, Los Angeles County, California, EIR Mitigation Measure Bio-4” dated November 2020. Copies of each of the HMMPs are attached to the OSMMA as Exhibit B to that document.

F. Upon satisfaction of the Grantee Mitigation Requirements, including completion of the five-year monitoring period established for the Habitat Improvements, City will undertake the long-term maintenance and management of the Habitat Improvements as required by the HMMPs and as more fully set forth in each of the HMMPs.

G. This Agreement is being executed and delivered to allow Grantee to enter the City Open Space Areas for the limited purpose of conducting the Grantee Mitigation Requirements in accordance with the HMMPs until Grantee’s satisfaction of the Grantee Mitigation Requirements.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals which are specifically incorporated into the body of this Agreement, the mutual promises contained herein and the material reliance by the Parties thereon, and other valuable consideration the receipt and sufficiency of which is hereby acknowledged, Grantor hereby grants to Grantee the right of entry of the nature and character hereinafter set forth (the “Easement”).

1. Description of Easement. Grantee and Grantee’s contractors and agents (the “Grantee Parties”) shall have the non-exclusive right in gross to enter upon City Open Space Areas in such manner as is reasonably necessary to conduct the Grantee Mitigation Requirements in accordance with the HMMPs. Grantor shall provide to Grantee any key(s) or combination(s) to the lock(s) to gates needed for Grantee’s entry as herein provided. The easement granted under this Agreement is non-exclusive and Grantor shall have the right to use the Open Space Areas and to grant other easements in, on, over and across the Open Space Areas, so long as the exercise by Grantor of its right to use the Open Space Areas, and to grant other easements in, on, over and across the Open Space Areas does not interfere with Grantee’s rights under this Agreement and is not otherwise prohibited by any other encumbrances on the

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3 Open Space Areas (such as to the extent prohibited in the OSMMA). Grantee recognizes Grantor’s title and interest in and to the Open Space Areas and agrees never to assail or resist Grantor’s title or interest therein by reason of any of the rights granted to Grantee under this Agreement

2. Term. The Easement shall run with the City Open Spaces Areas until completion of the Grantee Mitigation Requirements in accordance with the HMMPs. Every provision, right and obligation under this Agreement that applies to Grantor and Grantee shall also apply to and be binding upon their respective agents, heirs, executors, administrators, successors and assigns.

3. No Liens. Grantee shall keep Grantor’s interest in the City Open Space Areas free from any liens imposed to secure an obligation incurred by Grantee, including those arising out of any obligations incurred by Grantee for any labor or materials furnished or alleged to have been furnished at or for use on the City Open Space Areas, and shall indemnify, defend and hold Grantor harmless from all liability resulting from any lien or claim of lien arising therefrom.

4. Costs and Liabilities. Grantor shall retain all rights and responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the City Open Space Areas, subject to the Conservation Easement and this Agreement.

5. Indemnification.
(a) Grantee and its successors and assigns shall hold harmless, indemnify, and defend the Grantor and its officials, officers, employees, agents, contractors, and representatives (collectively “Grantor Indemnified Parties”) from and against any and all liabilities, penalties, costs, losses, damages, expenses (including without limitation, reasonable attorneys’ and experts’ fees), causes of action, claims, demands, orders, liens or judgments, including, without limitation, liability arising in connection with personal injury, wrongful death or property damage (each a “Claim” and, collectively, “Claims”), arising from or in any way connected with any act, omission, condition, or other matter related to or occurring on or about the City Open Space Areas, caused by Grantee or its successors or assigns or its or their agents, contractors or employees. If any action or proceeding is brought against any of the Grantor Indemnified Parties by reason of any Claim to which the indemnification in this Subsection 5(a) applies, then at the election of and upon written notice from such Grantor Indemnified Party, Grantee and its successors and assigns shall defend such action or proceeding by counsel reasonably acceptable to the applicable Grantor Indemnified Party or reimburse the Grantor Indemnified Party for all expenses (including, without limitation, reasonable attorneys’ and experts’ fees) incurred in defending the action or proceeding. (b) Grantor and its successors and assigns shall hold harmless, indemnify, and defend Grantee and its directors, officers, employees, agents, contractors, and representatives (collectively “Grantee Indemnified Parties”) from and against any and all liabilities, penalties, costs, losses, damages, expenses (including without limitation, reasonable attorneys’ and experts’ fees), causes of action, claims, demands, orders, liens or judgments, including, without limitation, liability arising in connection with personal injury, wrongful death or property damage (each a “Claim” and, collectively, “Claims”), arising from or in any way connected with any act, omission, condition, or other matter related to or occurring on or about the City

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4 Open Space Areas, caused by Grantor or any other person other than Grantee or its successors or assigns or its or their agents, contractors or employees. If any action or proceeding is brought against any of the Grantee Indemnified Parties by reason of any Claim to which the indemnification in this Subsection 5(b) applies, then at the election of and upon written notice from such BLC Tesoro Indemnified Party, Grantor and its successors and assigns shall defend such action or proceeding by counsel reasonably acceptable to the applicable Grantee Indemnified Party or reimburse the Grantee Indemnified Party for all expenses (including, without limitation, reasonable attorneys’ and experts’ fees) incurred in defending the action or proceeding.

6. Hazardous Materials.
(a) In Grantee’s exercise of its rights under this Agreement, Grantee agree to, and agrees to cause its employees, agents, servants, contractors, invitees, licensees and permittees to, at all times and in all respects, comply with all federal, state and local laws, ordinances, and regulations (“Hazardous Materials Laws”) relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, disposal, or transportation of any oil, flammable explosives, asbestos, urea formaldehyde, or other hazardous, toxic, contaminated, or polluting materials, substances, or wastes, including, without limitation, any “hazardous substances,” “hazardous wastes,” “hazardous materials,” or “toxic substances” under any such laws, ordinances, or regulations (collectively, “Hazardous Materials”).

(b) Without limiting Grantee’s other obligations of indemnity under this Agreement, Grantee agrees to indemnify, protect, defend, and hold the Grantor Indemnified Parties, and each of them, harmless from and against any and all claims, demands, losses, liabilities, damages, actions, judgments, costs and expenses (including reasonable attorneys’ fees and costs and expenses in connection therewith) which they, or any of them, may suffer or incur to the extent arising out of or relating to any Hazardous Materials brought onto, stored or produced at, of released or disposed of on, the Property by or for Grantee or its successor or assigns or any of it or their employees, agents, servants, contractors, invitees, licensees, or permittees. Grantee’s obligations shall include, but not be limited to, the cost of investigation, removal, remediation, restoration, and/or abatement.

7. Insurance. Grantee shall at all times keep and maintain a policy of combined single limit bodily injury and property damage insurance insuring Grantor and Grantee against liability arising out of the use of, or the conduct of any activities on or about, the City Open Space Areas by Grantee, its officers, agents, employees, contractors, servants, licensees, invitees or permittees. Such insurance shall be a combined single limit policy for personal and bodily injury and property damage in an amount not less than $5,000,000 per occurrence. The policy shall be primary and non-contributing with any insurance maintained by Grantor. The policy shall insure performance by Grantee of its indemnity obligations under this Agreement, but the limits of such policy shall not limit Grantee’s indemnity obligations.

8. Assignment. Grantee may assign its rights and delegate its obligations under this Agreement at any time to any authorized successor of Grantee under the OSMMA.

9. Notices. All notices or other communications required or permitted under this Agreement shall be given in writing and shall be personally delivered (including by means of

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5 professional messenger service), sent by overnight courier, or sent by registered or certified U.S. mail, postage prepaid return receipt requested to the addresses set forth below. All notices sent by U.S. mail shall be deemed received five (5) days after the date of deposit with the United States Postal Service, and all notices sent by other means permitted herein shall be deemed received on the date delivered. Notice may also be given by electronic mail transmission (“E- Mail”) to any party at the respective E-Mail addresses listed below, provided that notice is also concurrently given by one of the other methods authorized above. An E-Mail delivered after 5:00 P.M. Pacific Time on any business day or anytime on the weekend or a legal holiday shall be deemed delivered on the next business day. Either of the parties may change their addresses by providing written notice thereof to the other parties in the manner set forth above without the need to amend this Agreement.

To Grantee: BLC Tesoro
c/o Newport Pacific Land
100 Bayview Circle, Suite 240
Newport Beach, CA 92660
Attn: John Patterson
Telephone: (949) 945-2290
Email: [email protected]
With a copy to: Cox, Castle & Nicholson LLP
50 California Street, 32nd Floor
San Francisco, California 94111
Attn: Clark Morrison
Telephone: (415) 262-5113
Email: [email protected]

To Grantor: City of Santa Clarita
23920 Valencia Boulevard, Ste. 300
Santa Clarita, California 91355
Attn: Kenneth W. Striplin
Tel: 661-255-4905
Email: [email protected]

10. Miscellaneous Terms.
(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard for its conflicts of law principles.

(b) Entire Agreement. This instrument together with the attached exhibits and any documents referred to herein sets forth the entire agreement of the parties with respect to the Agreement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Agreement. No alteration or variation of this instrument shall be valid or binding unless contained in an amendment signed by both parties.

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6 (c) Captions and Paragraph Headings. Captions and paragraph headings used herein are for convenience only. They are not a part of this Agreement and shall not be used in construing this Agreement.

(d) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives and successors.

(e) Drafting. The Parties agree that this Agreement is the project of joint draftsmanship and that should any of the terms be determined by a court, or in any type of quasi- judicial or other proceeding, to be vague, ambiguous and/or unintelligible, that the same sentences, phrases, clauses or other wording or language of any kind shall not be construed against the drafting party in accordance with California Civil Code Section 1654, and that each party to this Agreement waives the effect of such statute.

(f) Authorization to Record; Effective Date. Grantee is authorized to record this Agreement in the Official Records of the County of Los Angeles, State of California, and the effective date of the Agreement shall be the date on which it is so recorded.

(g) Execution in Counterparts. The parties may execute this instrument in two or more counterparts, which shall, in the aggregate, be signed by all parties; each counterpart shall be deemed an original instrument as against any party who has signed it. In the event of any disparity between the counterparts produced, the recorded counterpart shall be controlling.

(h) Survival of Indemnities. The indemnification obligations of Grantor and Grantee under this Agreement survive the expiration or other termination of the Agreement for Claims that accrue arising from or relating to matters occurring prior to the expiration or other termination of this Agreement.

[Signatures on following page]

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

GRANTOR:

CITY OF SANTA CLARITA,
a California municipal corporation

By:

Name:

Title:

APPROVED AS TO FORM:

By:

Name:

Title: City Attorney

GRANTEE:

BLC TESORO LLC,
a Delaware limited liability company

By:

Name:

Title:

By:

Name:

Title:

EXHIBITS:

Exhibit A – City Open Space Areas

8 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 )
) SS
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/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 is true and correct.

Witness my hand and official seal.

Signature _____________________________________ (Seal)

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 )
) SS
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/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 is true and correct.

Witness my hand and official seal.

Signature _____________________________________ (Seal)

1 EXHIBIT A

CITY OPEN SPACE AREAS

Long-Term Management Plan

Tesoro del Valle Residential Development
City Open Space Areas
Los Angeles County, California

Prepared for City of Santa Clarita
23920 Valencia Boulevard, Suite 300
Santa Clarita, California 91355
Contact: Janine Prado
T: (661) 255-4978

Prepared by Psomas
225 South Lake Avenue, Suite 1000
Pasadena, California 91101
Contact: David Hughes
Certified Ecological Restoration Practitioner #243
T: (626) 351-2000
August 19, 2021
Tesoro del Valle Open Space Areas

R:\Projects\BLC\3BLC000101\LTMP\City Open Space\Long-Term Mgt Plan-City_Open_Space-081921.docx i Table of Contents

TABLE OF CONTENTS

Section Page

1.0 Introduction ..................................................................................................................... 1

1.1 Location ................................................................................................................. 1

1.2 Responsible Parties .............................................................................................. 1

1.2.1 BLC Tesoro................................................................................................ 2

1.2.2 City of Santa Clarita ................................................................................... 2

1.2.3 California Department of Fish and Wildlife ................................................ 2

1.2.4 Los Angeles Department of Regional Planning ......................................... 3

2.0 Site Description ............................................................................................................... 4

2.1 Surrounding Land Uses ......................................................................................... 4

2.2 Vegetation Communities and Flora ....................................................................... 4

2.2.1 Chamise Chaparral .................................................................................... 4

2.2.2 Chamise Chaparral–Annual Grassland ..................................................... 4

2.2.3 Sage Scrub ................................................................................................ 4

2.2.4 Sage Scrub–Annual Grassland ................................................................. 5

2.2.5 Chamise Chaparral–Sage Scrub ............................................................... 5

2.2.6 Coast Live Oak Woodland ......................................................................... 5

2.2.7 Elderberry Scrub ........................................................................................ 5

2.2.8 Coast Live Oak Woodland–Blue Elderberry Scrub .................................... 5

2.2.9 Holly-Leaf Cherry Woodland ...................................................................... 5

2.2.10 Coast Live Oak Woodland–Holly-Leaf Cherry Woodland .......................... 5

2.2.11 Mixed Chaparral–Alluvial Scrub–Annual Grassland .................................. 6

2.2.12 Annual Grassland ...................................................................................... 6

2.2.13 Disturbed ................................................................................................... 6

2.3 Wildlife ................................................................................................................... 6

2.4 Sensitive Biological Resources ............................................................................. 7

2.5 Jurisdictiona
l Waters ............................................................................................. 7

2.6 Non-Native Vegetation .......................................................................................... 7

2.7 Human Uses .......................................................................................................... 7

3.0 Goals and Objectives ...................................................................................................... 9

4.0 Short-Term Site Management Activities ..................................................................... 11

4.1 Oak Tree Mitigation ............................................................................................. 11

4.2 Mariposa Lily Mitigation ....................................................................................... 11

4.3 Western Spadefoot Mitigation ............................................................................. 12

5.0 Long-Term Site Management Activities ...................................................................... 13

5.1 Stressors ............................................................................................................. 13

5.2 Adaptive Management ........................................................................................ 13

5.3 Site Monitoring .................................................................................................... 13 Tesoro del Valle Open Space Areas

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5.3.1 Qualitative Monitoring .............................................................................. 13

5.3.2 California Rapid Assessment Method ...................................................... 14

5.4 Monitoring Reports .............................................................................................. 16

5.4.1 Baseline Conditions Report ..................................................................... 16

5.4.2 Annual Reports ........................................................................................ 16

5.5 Ongoing Maintenance Activities .......................................................................... 16

5.5.1 Invasive Plant Control .............................................................................. 16

5.5.2 Native Plant Establishment ...................................................................... 17

5.5.3 Trail Maintenance .................................................................................... 18

5.5.4 Stream Maintenance ................................................................................ 18

5.5.5 Repair of Signage or Fencing .................................................................. 19

5.5.6 Trash Management .................................................................................. 19

5.5.7 Public Outreach ....................................................................................... 20

5.6 Constraints .......................................................................................................... 20

5.6.1 Jurisdictional Waters ................................................................................ 20

5.6.2 Nesting Birds ........................................................................................... 20

5.6.3 Pesticides and Chemicals ........................................................................ 20

TABLES

Table Page

1 Responsible Parties ........................................................................................................ .. 2 2 Upland Native Seed Mix .................................................................................................. 17 3 Riparian Native Seed Mix ................................................................................................ 18

EXHIBITS

Exhibit Follows Page

1 Open Space Areas ............................................................................................................ 1 2 Existing Vegetation ........................................................................................................... 4 3 Existing Trails .................................................................................................................... 7 4 Short-Term Habitat Restoration/Enhancement Areas ..................................................... 11

Tesoro del Valle Open Space Areas

R:\Projects\BLC\3BLC000101\LTMP\City Open Space\Long-Term Mgt Plan-City_Open_Space-081921.docx 1 Long-Term Management Plan

1.0 INTRODUCTION
This Long-Term Management Plan (LTMP) is intended to provide guidelines and requirements to ensure the preservation of Open Space Areas a ssociated with the development of Phases B and C of the Tesoro del Valle Residential Development Project. Specifically, this plan addresses management of the following areas: (1) Parcels 1 and 2 of Parcel Map No. 82721 that surround the project development footprint (approximately 745 acres); and (2) future dedication parcels 1 that lie between the development footprint and Parcels 1 and 2 (approximately 39 acres). These areas are herein collectively referred to as the “City Open Space Areas”. The City Open Space Areas are intended to serve as native habitat preservation areas while accommodating compatible public use.

Specifically, this LTMP is intended to:
 Provide a summary of flora and fauna that occur on or use the City Open Space Areas to establish the baseline condition;
 Identify goals and objectives for the management of the City Open Space Areas;  Describe management and monitoring strategies to preserve and enhance native habitats;
 Describe strategies for appropriate human use of the areas that are compatible with the conservation goals.

1.1 LOCATION
The Tesoro del Valle Project is located north of Copper Hill Road and generally west of San Francisquito Canyon in Los Angeles County, California. It is located on the U.S. Geological Survey’s 7.5-minute Newhall quadrangle map, within Township 5 North, Range 16 West and includes portions of Sections 21, 22, 27, 28, 32, and 33.

The City Open Space Areas described herein are located adjacent to the west, north, and east of the development footprint of the Tesoro del Valle Phases B and C Residential Development Project (Exhibit 1).

1.2 RESPONSIBLE PARTIES
The entities that are responsible for implementation of this LTMP are BLC Tesoro LLC (BLC Tesoro), the City of Santa Clarita (City), the California Department of Fish and Wildlife (CDFW), and the Los Angeles County Department of Regional Planning (LACDRP). BLC Tesoro is the property owner and is responsible for implementing various short-term habitat improvements to offset impacts related to the development of the project and transferring the City Open Space Areas to the Long-Term Management Entity (LTME). The City will accept ownership of the City Open Space Areas and will serve as the LTME to manage the site and preserve the ecological values of the areas. The LACDRP is responsible for reviewing and approving this LTMP prior to transfer of the property to the LTME. Contact information for these entities is summarized in Table 1 and a description of their roles and responsibilities is provided below.

1 These future parcels are referred to in the Open Sp ace Management and Maintenance Agreement as “Open Space for Future Transfer to the City”
Open Space Areas
Long-Term Management Plan for Tesoro del Valle Open Space Areas Exhibit 1
(Rev: 08/18/2021 MMD) R:\Projects\BLC\3BLC000101\Graphics\LTMP\City_Owned\ex_OpenSpace_Areas.pdf Boxwood Ln
Low Ridge Pl
Via Vizcaya
Via Cresta
ValleyOak
Ln
MedeiraLn
Las
Brisas
Rd
TamarackLn
Calle
Primavera
ViaEstancia
Riverview Rd
P alo Verdo Dr
DeodarPl
StoneyCreek
Rd
DukeDrViaMilagro
BlackPineW
ay
W
DakotaDr
Reyes Adobe Wa y
N Quail Trl
Startree LnAvenidaRanchoTesoro
Tesoro del Valle Dr
Raintree Ln
WaysideCany
onRd
Tapi a CanyonRd
TamarackLn
BoxwoodLn
Low Ridge Pl
Via Vista
AvocadoPl
LasTerreno
Ln
TangoDr
Missio n
TrailLn
Startree Ln
Bernardo Way
LasBrisas Rd
Joshua Dr
Rain
tree
Ln
Charlie Canyon Rd
Wayside Canyon Rd
Tapia Canyon Rd
San F
rancisquitoCanyon
Rd
1,350 0 1,350675
Feet²
D:\Projects\3BLC\J0001\MXD\LTMP\City_OpenSpace\ex_OpenSpace_Areas_20210818.mxd Aerial Source: LAR-IAC 2014
Project Boundary
Development Area
Fuel Modification
City Open Space Areas
Tesoro del Valle Open Space Areas

R:\Projects\BLC\3BLC000101\LTMP\City Open Space\Long-Term Mgt Plan-City_Open_Space-081921.docx 2 Long-Term Management Plan TABLE 1

RESPONSIBLE PARTIES

Task/Role
Responsible Parties
Entity/Company Contact Address Phone Number
Conservation
Easement Grantor BLC Tesoro LLC Michael Schlesinger
100 Bayview Circle,
Suite 240
Newport Beach, CA 92660
(949) 945-2290
Long-Term
Management Entity City of Santa Clarita Janine Prado
23920 Valencia Boulevard
Suite 300
Santa Clarita, CA 91355
(661) 255-4978
Reviewing Agency
Los Angeles County
Department of
Regional Planning
Marie Pavlovic
320 West Temple Street
13th Floor
Los Angeles, CA 90012
(213) 974-6433
Reviewing Agency California Department
of Fish and Wildlife Victoria Tang
4665 Lampson Avenue
Suite C
Los Alamitos, CA 90720
(562) 430-5082

1.2.1 BLC Tesoro
BLC Tesoro is the owner of the undeveloped areas of the Tesoro del Valle property and is responsible for transferring the City Open Space Areas to the City. BLC Tesoro is responsible for preparation of the Open Space Management and Maintenance Agreement (OSMMA) that describes the terms of the transfer of the City Open Space Areas to the City.

BLC Tesoro is also responsible for construction of the Tesoro del Valle Phase B and C Project which includes installation of fencing, trash receptacles, signage, trail connections, and any other open space infrastructure that is required as part of Project development. BLC Tesoro is responsible for identifying a funding mechanism to support the management activities described herein. BLC Tesoro shall retain the right to perform habitat restoration work in the City Open Space Areas until the mitigation programs that are required as part of the Tesoro del Valle project development have been completed.

1.2.2 City of Santa Clarita
The City Open Space Areas will be transferred in fee by BLC Tesoro to the City, according to the terms of the OSMMA. Upon transfer, the City is responsible for the following: (1) performing ongoing management and maintenance activities; (2) performing regular monitoring visits; and (3) preparing reports that summarize management activities that have been performed. The City shall retain a qualified biologist to assist on an as-needed basis to perform plant or wildlife surveys to avoid/minimize impacts on biological resources. The qualified biologist shall have at least three years of experience of working with flora and fauna that are native to Southern California.

1.2.3 California Department of Fish and Wildlife
Monitoring reports from the LTME will be provided to the CDFW so that they are informed on the status of the City Open Space Areas and are allowed the opportunity to comment on the management activities that have been applied and future proposed management activities.

Tesoro del Valle Open Space Areas

R:\Projects\BLC\3BLC000101\LTMP\City Open Space\Long-Term Mgt Plan-City_Open_Space-081921.docx 3 Long-Term Management Plan

1.2.4 Los Angeles Department of Regional Planning
Preparation of this LTMP is a requirement of several mitigation plans (e.g., special status vegetation mitigation plan, oak tree mitigation plan, mariposa lily mitigation plan, western spadefoot mitigation plan) that are required for compliance with various mitigation measures of the Supplemental Environmental Impact Report. Therefore, the LACDRP is responsible for approval of this LTMP to ensure that the resources described in the mitigation plans will be permanently protected.

Tesoro del Valle Open Space Areas

R:\Projects\BLC\3BLC000101\LTMP\City Open Space\Long-Term Mgt Plan-City_Open_Space-081921.docx 4 Long-Term Management Plan

2.0 SITE DESCRIPTION
The City Open Space Areas described herein consist of rugged terrain with several canyons and steep slopes. The City Open Space Areas contain a variety of native vegetation types along with several existing trails. This section summarizes information regarding the regional setting of the City Open Space Areas and existing biological resources to establish their baseline condition which is the starting point for ongoing management of the areas.

2.1 SURROUNDING LAND USES
The City Open Space Areas are surrounded to the west, north, and east by other undeveloped natural habitat areas. Additional open space that is owned by the City in San Francisquito Canyon abuts the eastern boundary of the City Open Space Areas described herein, maintaining a direct habitat corridor from the San Francisquito Creek corridor to the City Open Space Areas. Existing development in the vicinity of the City Open Space Areas to the east is rural in nature, consisting of scattered houses and horse ranches.

2.2 VEGETATION COMMUNITIES AND FLORA
The City Open Space Areas contain several native vegetation communities that are characteristic of the Santa Clarita Valley. These include el derberry scrub, chamise chaparral, chamise chaparral–annual grassland, sage scrub, sage scrub–annual grassland, chamise chaparral–sage scrub, coast live oak woodland, coast live oak–blue elderberry scrub, holly-leaf cherry woodland, coast live oak–holly-leaf cherry woodland, and mixed chaparral–alluvial scrub–annual grassland (Exhibit 2). Other areas include annual grassland and disturbed areas. The dominant species that comprise each of these vegetation types are described below.

2.2.1 Chamise Chaparral
The majority of the chaparral in the City Open Space Areas contains a mix of plant species but is dominated by chamise ( Adenostoma fasciculatum). Other dominant native perennial species in the chamise chaparral vegetation type include deerweed (Acmispon glaber), California sagebrush (Artemisia californica), purple sage (Salvia leucophylla ), California buckwheat, and our Lord’s candle.

2.2.2 Chamise Chaparral–Annual Grassland
The chamise chaparral–annual grassland vegetation type consists of the chamise chaparral species listed above, interspersed with patches of annual grasses and forbs. Most of the annual grassland species present in this vegetation type are non-native species, including slender wild oats ( Avena fatua ), soft chess ( Bromus hordeaceus ), red brome (Bromus madritensis ssp. rubens), cheat grass (Bromus tectorum), tocalote (Centaurea melitensis), and short-pod mustard (Hirschfeldia incana).

2.2.3 Sage Scrub
Sage scrub on the site is dominated by a mix of sage scrub species. The dominant species present in these areas include California sagebrush, black sage ( Salvia mellifera ), California buckwheat, and purple sage.

Existing Vegetation
Long-Term Management Plan for Tesoro del Valle Open Space Areas Exhibit 2
(Rev: 08/18/2021 MMD) R:\Projects\BLC\3BLC000101\Graphics\LTMP\City_Owned\ex_Vegetation.pdf Tapia Canyon
Wayside Canyon
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D:\Projects\3BLC\J0001\MXD\LTMP\City_OpenSpace\ex_Vegetation_20210818.mxd Aerial Source: LAR-IAC 2014
Project Boundary
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Tesoro del Valle Open Space Areas

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2.2.4 Sage Scrub–Annual Grassland
The sage scrub–annual grassland vegetation type contains an open mix of the sage scrub species (described for the sage scrub vegetation type) interspersed with patches of annual grasses and forbs. Most of the annual grassland species present in this vegetation type are non-native species, including slender wild oats, soft chess, red brome, cheat grass, tocalote, and short-pod mustard.

2.2.5 Chamise Chaparral–Sage Scrub
Chamise chaparral–sage scrub vegetation type contains a relatively even mix of species present in both the sage scrub and chamise chaparral vegetation types; generally, it is a transition vegetation type that is positioned between areas where there are chamise chaparral and sage scrub vegetation. The dominant species present in this vegetation type include California sagebrush, chamise, black sage, and purple sage.

2.2.6 Coast Live Oak Woodland
Coast live oak woodland occurs in two areas in the central portion of the City Open Space Areas.

These areas include Tapia Canyon which drains to the west and an unnamed canyon which drains to the east. This vegetation type is dominated by coast live oak trees (Quercus agrifolia) and has an understory of non-native grassland species, including brome grasses ( Bromus sp.) and wild oats (Avena sp.).

2.2.7 Elderberry Scrub
Elderberry scrub is dominated by blue elderberry (Sambucus nigra ssp. caerulea). This vegetation type occurs in several small drainages and canyon bottoms. Other species occurring in this vegetation type include sacapellote ( Acourtia microcephala), fragrant sumac ( Rhus aromatica), and sparse chamise.

2.2.8 Coast Live Oak Woodland–Blue Elderberry Scrub
A small area of coast live oak–blue elderberry scrub occurs in a shallow canyon in the northwestern portion of the City Open Space Area. This vegetation type is co-dominated by coast live oak and blue elderberry. Other species occurring in this vegetation type include chamise and blue elderberry.

2.2.9 Holly-Leaf Cherry Woodland
Holly-leaf cherry woodland is defined by the dominance of holly-leaf cherry (Prunus ilicifolia). This vegetation type occurs in Wayside Canyon, a sandy bottom drainage feature in the southwestern portion of the City Open Space Areas. Other species commonly found in the holly-leaf cherry woodland include sacapellote, fragrant sumac, and blue elderberry.

2.2.10 Coast Live Oak Woodland–Holly-Leaf Cherry Woodland Coast live oak woodland–holly-leaf cherry woodland occurs in a small area along the southern boundary of the development area. This vegetation type is defined by a relatively even mix of coast live oak and holly-leaf cherry. Other common species in this vegetation type include chamise, fragrant sumac, and blue elderberry.

Tesoro del Valle Open Space Areas

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2.2.11 Mixed Chaparral–Alluvial Scrub–Annual Grassland
This vegetation type is located in a flat canyon bottom with alluvial soils east of the development area. Species that occur in this area are associated with chaparral communities such as holly- leaf redberry ( Rhamnus ilicifolia ), holly-leaf cherry, fragrant sumac, thick-leaf yerba santa, Parish’s sagebrush, and California buckwheat. Scale broom, a dominant component of alluvial scrub, is also commonly found in this area. Non-native annual grasses such as slender wild oats and ripgut brome (Bromus diandrus) are also common species.

2.2.12 Annual Grassland
Annual grassland areas are typically associated with dirt roads and/or firebreaks where previous disturbance has allowed non-native grass species to establish and spread into adjacent areas.

The dominant species of this vegetation type include soft chess, ripgut brome, and slender wild oats along with herbaceous non-native species such as tocalote.

2.2.13 Disturbed
Disturbed areas consist of dirt roads or other maintained areas that either lack vegetation or support a sparse cover of ruderal species.

2.3 WILDLIFE
The City Open Space Areas provide habitat to a number of common wildlife species. Bird species that have been observed include California quail ( Callipepla californica ), Anna’s hummingbird (Calypte anna), lesser goldfinch (Carduelis psaltria), wrentit (Chamaea fasciata), Bullock’s oriole (Icterus bullockii ), acorn woodpecker (Melanerpes formicivorus ), song sparrow (Melospiza melodia), phainopepla ( Phainopepla nitens ), Nuttall’s woodpecker (Picoides nuttallii ), spotted towhee ( Pipilo maculatus), California towhee ( Pipilo crissalis ), bushtit ( Psaltriparus minimus ), black phoebe (Sayornis nigricans ), Say’s phoebe (Sayornis saya), Bewick’s wren (Thryomanes bewickii), California thrasher (Toxostoma redivivum), and mourning dove (Zenaida macroura).

Other bird species are expected to utilize the City Open Space Areas on a seasonal basis, including white-crowned sparrow (Zonotrichia leucophrys), western kingbird (Tyrannus verticalis), savannah sparrow (Passerculus sandwichensis), and lark sparrow (Chondestes grammacus).

Reptile species observed in the City Open Space Areas include western fence lizard (Sceloporus occidentalis), side-blotched lizard (Uta stansburiana), coast horned lizard (Phrynosoma blainvillii), Skilton’s skink ( Eumeces skiltonianus skiltonianus ), coastal whiptail ( Aspidoscelis tigris stejnegeri), San Diego alligator lizard ( Elgaria multicarinata webbii ), Southern California legless lizard (Anniella stebbinsi ), red racer ( Coluber flagellum piceus ), San Diego gopher snake (Pituophis catenifer annectens ), California kingsnake (Lampropeltis californiae ), and southern Pacific rattlesnake (Crotalus oreganus helleri).

Small, ground-dwelling mammals observed or expected to occur in the City Open Space Areas include deer mouse ( Peromyscus maniculatus ), California pocket mouse (Perognathus californicus), California mouse (Peromyscus californicus), woodrat (Neotoma sp.), pocket gopher (Thomomys bottae), California ground squirrel ( Spermophilus beecheyi ), and desert cottontail (Sylvilagus audubonii).

No Threate
ned or Endangered wildlife species have been documented in the City Open Space Areas.

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2.4 SENSITIVE BIOLOGICAL RESOURCES
Special status plant species that occur in the City Open Space Areas include slender mariposa lily (Calochortus clavatus var. gracilis ) and club-haired mariposa lily ( Calochortus clavatus var. clavatus). These plants are perennial herbs that grow from a bulb. These similar-appearing species have conspicuous yellows blooms that are apparent for a brief period in the late spring.

These species occur in sage scrub and chaparral habitats generally along ridgelines and other areas of low to moderate shrub cover. No active management activities are necessary for the preservation of this species in the City Open Space Areas. Human use shall be restricted to existing trails to avoid impacts to these species.

Western spadefoot is a native amphibian that is somewhat common to the San Francisquito Canyon area and is listed by the State of California as a Species of Special Concern. This species is largely relegated to the upper benches along San Francisquito Creek, but may burrow into the soil for hibernation in the upland scrub habitat that extends into the eastern portion of the City Open Space Areas. BLC Tesoro has created artificial ponds to support the breeding of this species along the eastern boundary of the City Open Space Areas. This area is away from the Tesoro del Valle trail network and no active management of these breeding ponds is expected.

2.5 JURISDICTIONAL WATERS
The City Open Space Areas contain several ephemeral drainage features, the most prominent of which include (1) Wayside Canyon, a sandy bottom canyon in the southwestern corner of the property that supports a holly-leaf cherry woodland; (2) Tapia Canyon on the western portion of the property which supports a coast live oak woodland; (3) an unnamed wide, alluvial canyon on the eastern portion of the property that supports a combination of mixed chaparral, alluvial scrub, and annual grassland; and (4) an unnamed canyon to the north of the previous unnamed canyon which supports a coast live oak woodland. The locations of Wayside Canyon and Tapia Canyon are indicated on Exhibit 2. Other streambeds in the City Open Space Areas consist of small narrow ephemeral drainages that are dominated by upland vegetation.

2.6 NON-NATIVE VEGETATION
Several non-native grass and herbaceous species have been observed in the City Open Space Areas. Non-native grasses include ripgut brome, red brome, and slender wild oats. Non-native herbaceous species include summer mustard and tocalote. Non-native woody species are uncommon in the City Open Space Areas, but the surrounding landscape contains woody non- natives such as tree tobacco ( Nicotiana glauca ) and gum trees (Eucalyptus spp.) that would require removal if observed.

2.7 HUMAN USES
Currently, the City Open Space Areas contain several trails that range from graded dirt roads to narrow “single track trails” which measure 3-6 feet wide and were created informally as a result of ongoing use by mountain bikers and horseback riders. Exhibit 3 illustrates the location of these trails in the City Open Space Areas.

Currently, the most common users of these trails are mountain bikers that connect to trails in the Angeles National Forest to the north and undeveloped areas to the west (Tapia Canyon).

Horseback riders are less common in the City Open Space Areas but existing single track trails connect to horse trails in San Francisquito Canyon.

After development of the Tesoro del Valle Phas es B and C Project, mountain bikers will likely continue to use the trail easements and single track trails that connect to areas to the north and Existing Trails
Long-Term Management Plan for Tesoro del Valle Open Space Areas Exhibit 3
(Rev: 08/18/2021 MMD) R:\Projects\BLC\3BLC000101\Graphics\LTMP\City_Owned\ex_Trails.pdf Boxwood Ln
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D:\Projects\3BLC\J0001\MXD\LTMP\City_OpenSpace\ex_Trails_20210818.mxd Aerial Source: LAR-IAC 2014
Project Boundary
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County Trail Easements
Single Track Trail
Tesoro del Valle Open Space Areas

R:\Projects\BLC\3BLC000101\LTMP\City Open Space\Long-Term Mgt Plan-City_Open_Space-081921.docx 8 Long-Term Management Plan west. Horseback riders will be able to access the trails via the Cliffie Stone Trail which will extended northward as part of Project development. Walkers and hikers will likely become more common on the trails as residents of the Tesoro del Valle community and members of the general public utilize the trail system.

Tesoro del Valle Open Space Areas

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3.0 GOALS AND OBJECTIVES
This section lists the goals and objectives that will set the priorities for this LTMP and guide the site management and maintenance activities. Each goal is listed below with objectives that will direct activities to achieve the stated goals. Specific actions associated with these objectives are described in the following sections.

Management Goal No. 1: Habitat Management and Enhancement Conserve, manage, and enhance habitat areas to promote native species diversity, wildlife habitat, and overall ecological functions.

Objective 1: Implement ongoing monitoring program.
a) Perform general, qualitative habitat condition surveys on a semi-annual (twice a year) basis to identify areas that have been damaged or to detect immediate threats to the habitat areas.
b) Perform annual quantitative assessments of conditions in Wayside Canyon to identify any deterioration in habitat conditions that have resulted from project development. c) Establish permanent photo-documentation stations to provide visual documentation of changes in vegetation conditions and efficacy of site management activities. d) Prepare reports on an annual basis that summarize management activities performed over the previous year and document the current condition of the on-site habitat. These annual reports will be submitted to the CDFW for their review to ensure that the ecological values of the site are being preserved. Reports shall include photographs taken from established photo stations to document any changes over time.

Objective 2: Assess threats to biological resources and set priorities. a) During general habitat condition surveys, map areas that are damaged or experiencing degradation due to human-caused activities or natural causes such as weather or fire events. Issues of concern include adverse edge effects along trails or roads. Signs of degradation include new introduction or expansion of non-native species, unnatural soil disturbance, dieback of native vegetation, erosion, vandalism, and the presence of trash. b) Prioritize site maintenance activities based on relative sensitivity of the biological resource, degree of damage, and potential for expansion of the threat. c) Identify remediation measures (i.e., strategies to prevent future or ongoing damage).

Objective 3: Manage vegetation types to maintain and enhance existing species and structural diversity.
a) Implement erosion and sediment control best management practices (BMPs) as necessary to protect habitat (e.g., prevent gully formation). b) Remove individuals of invasive, non-native plant species to reduce the threat of future expansion and enhance habitat for native species. Appropriate methods of non-native plant species control are described in the Site Management section of this LTMP.

Tesoro del Valle Open Space Areas

R:\Projects\BLC\3BLC000101\LTMP\City Open Space\Long-Term Mgt Plan-City_Open_Space-081921.docx 10 Long-Term Management Plan Management Goal No. 2: Facilitate Appropriate Human Use of the Open Space Areas Facilitate public use of the City Open Space Areas that is compatible with the preservation of wildlife habitat; identify and discourage activities that directly or indirectly impact ecological functions.

Objective 1: Implement ongoing monitoring program.
a) Perform qualitative surveys of trail conditions, signage, fencing, and other areas on a semi-annual (twice a year) basis to identify areas that have been damaged or to detect threats these features.

Objective 2: Assess threats and set priorities.
a) During general habitat condition surveys, identify areas that are damaged by human activities. Signs of degradation include damage to trails, creation of unauthorized trails, damage to vegetation, soil erosion, vandalism, and presence of trash. b) Prioritize site maintenance activities based on degree of damage, importance for preventing habitat damage, and potential for expansion of the threat. c) Identify remediation measures (i.e., strategies to prevent future or ongoing damage).

Objective 3: Perform site management to encourage appropriate human use. a) Trails shall be maintained in good condition, free of significant erosion or impediments to passage. Maintaining existing trails in good condition discourages the public from creating unauthorized trails which damages native vegetation and encourages the establishment of invasive plant species.
b) Clearly mark closed trails and provide barriers to preclude access by the public. c) Remediate damage from unauthorized activities.
d) Collect trash from receptacles on an approximate weekly basis. The schedule for trash collection shall be adjusted based on the observed rate of trash accumulation. Trash that is observed along trails shall be removed on an ongoing basis. e) Describe the rules and appropriate uses of the City Open Space Areas on the City’s website and the Tesoro del Valle Master Homeowners Association website to communicate rules with the public.

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4.0 SHORT-TERM SITE MANAGEMENT ACTIVITIES
As part of the Tesoro del Valle Residential Development Project, BLC Tesoro will perform various short-term (approximately 5 year) site main tenance and enhancement activities to compensate for impacts to sensitive biological resources that will result from Project construction activities.

The locations of these short-term activities are illustrated on Exhibit 4. Additional details on these mitigation programs are provided below.

The resources that are being enhanced and established as part of the following mitigation activities will be managed as part of the overall ecosystem in the City Open Space Areas when the City accepts responsibility for long-term management activities. However, due to the sensitivity of these resources, site monitors and field crews should be aware of their presence to avoid inadvertently impacting them during regular maintenance work and to identify any issues that may affect their well-being during monitoring assessments. Maintenance and monitoring guidelines described in Section 5.0 are intended to avoid impacts during maintenance and detect issues affecting the health of these resources during monitoring activities.

4.1 OAK TREE MITIGATION
Mitigation Measure Bio-2 from the Project Environmental Impact Report requires that coast live oak trees (Quercus agrifolia) that are removed during Project construction are to be replaced at a 2:1 ratio to comply with requirements of the Los Angeles County Oak Tree Ordinance. A total of 11 trees occur within the Project grading limits; these impacted trees will therefore be offset with the establishment of 22 coast live oaks. Replacement planting will occur north of the development footprint in the upper portion of the Tapia Canyon area, along an ephermal stream.

Site installation and maintenance activities consist of planting acorns, application of a native seed mix, installation of temporary irrigation system, and regular weed removal. Biological monitoring will be performed on a bi-monthly basis for two years of the mitigation program and on a quarterly basis for the remainder of the program. When the project performance standards have been achieved, the program requires the County of Los Angeles to sign off on the project. Upon County approval, no further maintenance or monitoring activities will be required; the oak trees will be considered a natural part of the open space habitat.

4.2 MARIPOSA LILY MITIGATION
Mitigation Measure Bio-3 requires the enhancement of existing habitat containing slender mariposa lilies ( Calochortus clavatus ssp. gracilis ) and club-haired mariposa lilies ( Calochortus clavatus ssp. clavatus) to the north of Project development area. Habitat enhancement consists of the removal of non-native vegetation in anticipation that these activities will improve the germination of mariposa lily seed and long-term survival of mariposa lily plants. Additionally, mariposa lily seed will be collected and installed in suitable habitat areas (i.e., habitat creation areas) to document the efficacy of various seed application methods. A total of 20 quadrats, each measuring one square meter, will be established as mariposa lily planting areas. Monitoring activities will occur on an approximate monthly basis when mariposa lily bulbs are active (generally January through June). This mitigation pr ogram is subject to approval by the County of Los Angeles. When the project performance standards have been achieved, no further maintenance and monitoring activities will be required in the habitat enhancement and creation areas.

Short-Term Habitat Restoration/Enhancement Areas
Long-Term Management Plan for Tesoro del Valle Open Space Areas Exhibit 4
(Rev: 08/18/2021 MMD) R:\Projects\BLC\3BLC000101\Graphics\LTMP\City_Owned\ex_HabitatRestoration.pdf ")
")
") ")")")")
Mariposa lily
enhancement area
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establishment area
Mariposa lily contingency
establishment area
Boxwood Ln
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Bernardo Way
LasBrisas Rd
Joshua Dr
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D:\Projects\3BLC\J0001\MXD\LTMP\City_OpenSpace\ex_HabitatRestoration_20210818.mxd Aerial Source: LAR-IAC 2014
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") Western Spadefoot Mitigation Ponds
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4.3 WESTERN SPADEFOOT MITIGATION
Mitigation activities to compensate for the loss of seasonal ponds that support breeding of western spadefoot toads (Spea hammondii) are required by Mitigation Measure Bio-4 and Condition 2.9 of the Streambed Alteration Agreement issued by the CDFW. Replacement breeding ponds have been created to the east of the Project development area. Western spadefoot eggs and tadpoles were salvaged from the ponds that were located within the Project development area and transferred to the replacement ponds in the spring of 2019 and 2020. Site monitoring will take place when western spadefoot are active (i.e., not dormant), approximately January through June.

Monitoring is intended to determine if the replacement ponds are successfully retaining ponded water and if spadefoot are using them to successfully breed. Spadefoot breeding success is determined by performing surveys to detect the presence of adult spadefoot toads that have ended their dormancy and encountered the breeding ponds; to identify the presence of western spadefoot egg masses in the ponds; and to determine if these egg masses develop into juvenile toads that are able to mature and leave the pond area. Project success is dependent on the successful functioning of the replacement ponds and the successful utilization of the ponds by western spadefoot for breeding purposes. This mitigation program is subject to approval and sign-off by the County of Los Angeles and the CDFW. Upon receiving program sign-off from these agencies, no specific maintenance activities are required as part of this long-term maintenance program. Semi-annual monitoring of the replacement ponds will be required and as-needed maintenance (weed removal and pond repair) will be performed by the LTME.

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5.0 LONG-TERM SITE MANAGEMENT ACTIVITIES
The site management activities described in this section involve actions that will be performed in perpetuity to preserve and enhance the biological resources in the City Open Space Areas. This section describes specific maintenance activities and monitoring requirements that are designed to address the goals and objectives outlined in the previous section. Actual activities to be performed each year are dependent on the condition of the City Open Space Areas and assessment of threats to the ecological functions of the areas.

5.1 STRESSORS
There are several stressors and potential threats to the ongoing health of the habitat in the City Open Space Areas. Some stressors are the direct result of the development of the Project site such as the potential for increased recreational activity and changes to the hydrological regime of the various streambed features that are downstream of the Project development area. Other stressors such as the potential for fire are inherent to the site, but are likely increased due to increased human presence that will result from construction of the Tesoro del Valle community.

5.2 ADAPTIVE MANAGEMENT
Adaptive management is a dynamic strategy in which management efforts are evaluated through an ongoing monitoring process. The purpose of an adaptive management program is to provide data on the status of resources; identify trends; provide recommendations and a process for implementing remedial management actions; and provide a method of evaluating the effectiveness of previous management actions in order to inform future management decisions.The adaptive management program for the City Open Space Areas is intended to focus on the stressors described above that have the potential to affect the quality of the habitat and should continually seek to identify other stressors that may arise. Regular monitoring visits will assess if and how the quality of the habitat is being affected by these stressors and will inform and prioritize site maintenance activities. Monitoring visits are also intended to assess the efficacy of past maintenance activities to update management goals and implementation strategies.

Potential management strategies may include increased frequency of non-native plant control, fencing or signage to restrict human incursion to habitat areas, and application of native seed. If deterioriating streambed conditions are observed, potential management activities may include non-native plant removal, installation of erosion control measures, placement of sediment to offset streambed scour, placement of cobble/boulders to provide micro-habitat diversity, or restrictions on human visitations. Potential management activities are described in this section though specific actions will be determined based on the specific habitat conditions and the management issue to be resolved.

5.3 SITE MONITORING

5.3.1 Qualitative Monitoring
Regular monitoring of the City Open Space Areas provides the basis for the adaptive management process described above. Site monitoring will be performed on a semi-annual basis (twice yearly) to identify any areas of degradation to the biological resources or damaged site infrastructure including, but not limited to, new populations of non-native species, soil disturbance, dieback of native vegetation, erosion, trail damage, sign damage, vandalism, broken fences, and the presence of trash. Monitoring visits shall be performed in the early spring (late February to mid March) to identify weed outbreaks before these species mature and set seed and in mid to Tesoro del Valle Open Space Areas

R:\Projects\BLC\3BLC000101\LTMP\City Open Space\Long-Term Mgt Plan-City_Open_Space-081921.docx 14 Long-Term Management Plan late summer (August-September) to determine maintenance activities that are needed once the bird nesting season has ended.

Photographs shall be taken of any degraded biological resources or damaged infrastructure to assist later maintenance activities. Photographs from permanent photo-documentation stations will be taken on an annual basis to allow a visual comparison of any changes in site conditions.

Permanent photo-documentation stations will be established in the baseline conditions report (see Section 5.4.1 below). Additional photo stations may be established to observe changes in other specific locations as needed to monitor changes in condition. Monitoring forms will be completed during each monitoring visit and saved as a record of observations to help evaluate past management activities and set priorities for future management.

As indicated in Section 1.2, the City shall be responsible for retaining a qualified biologist to assist the City in maintenance activities that have the potential to impact native biological resources.

The biologist shall have at least three years of experience in working with native Southern California flora and fauna and performing nesting bird surveys. The biologist shall be consulted to perform nesting bird surveys prior to maintenance activities that may affect potential nesting habitat during the nesting season described above and/or shall assist in the identification of non- native plant and wildlife species and providing recommendations for control.

5.3.2 California Rapid Assessment Method
The California Rapid Assessment Method (CRAM) is a wetland monitoring tool that is designed to quickly evaluate the overall condition of a wetland and identify stressors that affect its condition.

CRAM scores result from the evaluation of four equally-weighted attributes: (1) buffer and landscape context; (2) hydrology; (3) physical structure; and (4) biotic structure. Various metrics comprise each of the attribute scores described above which, based the scoring rubrics in the CRAM manual, are given scores ranging from A to D.

Wayside Canyon is downstream of several drainages that will be graded as part of project development. To monitor potential impacts on the stream condition and riparian habitat from the loss of upstream drainages and other indirect impacts from project development (e.g., new weed sources, increased human presence), Wayside Canyon will be assessed on an annual basis using a modified CRAM approach. This monitoring will be performed by using four permanent sampling points that will be established in Wayside Canyon to collect data according to the methods described below. These sampling points will be selected using a stratified random sampling method. Wayside Canyon will be divided into four equal sections (each consisting of approximately 600 linear feet of streambed) and one sampling point will be selected randomly within each section. This method allows for random selection of sampling points to avoid human bias, but avoids having sampling points pontenitally grouped together to ensure that all portions of Wayside Canyon are evaluated. CRAM metrics that have been selected are best suited to identify changes over time to the stream morphology and habitat quality in Wayside Canyon.

Prior to transfer of the City Open Space Areas, BLC Tesoro LLC will perform a CRAM analysis in Wayside Canyon according to the procedures below to establish the baseline condition of the stream corridor. Future monitoring will use this baseline condition to compare stream conditions to determine if conditions have deteriorated which would require management actions. Changes that are observed in the scores of these CRAM metrics over time will prompt management activities to restore the stream to baseline conditions. CRAM metrics that will be utilized in assessments of Wayside Canyon are described below:

1. Buffer Condition: An assessment of the condition of areas immediately adjacent to the riparian corridor (i.e., stream buffer) will help to determine if the buffer condition has deteriorated that would in turn affect the condition of the Wayside Canyon stream. The Tesoro del Valle Open Space Areas

R:\Projects\BLC\3BLC000101\LTMP\City Open Space\Long-Term Mgt Plan-City_Open_Space-081921.docx 15 Long-Term Management Plan buffer may be affected by site development and associated human use of the area. CRAM evaluates buffer condition via an estimate of non-native vegetation cover, presence of disturbed soil conditions, and evidence of human visitation (e.g., trash). The buffer condition will be given a score of A through D according to the CRAM rubric for this metric.

2. Channel Stability: Channel stability is assessed to determine if it is in a state of aggradation (net accumulation of sediment on the channel bed causing it to rise over time), degradation (net loss of sediment from the bed causing it to be lower over time), or equilibrium (no net change in sediment accumulation). To determine if a channel is in a state of aggradation, degradation, or equilibrium, CRAM provides a checklist of field indicators. Changes in the field indicators observed over time will suggest sediment transport changes that are deleterious to overall channel conditions.

3. Topographic Complexity: Topographic complexity refers to the topographic relief of a stream channel and the variety of elevations in cross-section. Variety in the topographic relief provides a diversity of habitat conditions for wildlife. To assess topographic complexity, the cross-section of the stream at each sampling point is sketched and the presence of features such as cobble, boulders, pits, sediment mounds, and debris jams is noted. The topographic complexity of the stream at each sampling point is given a score based on the number of banks and terraces that occur in the stream profile and the presence of cobble, boulders, etc. that provides additional complexity along the streambank. Cross-sectional diagrams can be compared over time to determine if there are changes in the complexity of the stream profile.

4. Hydrologic Connectivity: Hydrologic connectivity describes the ability of water to escape a main channel and occasionally affect the adjacent floodplain. The hydrologic connectivity is measured by determing the entrenchment ratio (as described in the CRAM riverine field manuel) which is essentially the relationship between the width of the stream and the depth of the low-flow channel. Increasing erosion would lower the stream bottom and reduce the entrenchment ratio. The entrenchment ratio will be determined at each sampling point and changes in the ratio over time will indicate stream aggradation or degradation that would indicate a need for management activities to reverse this trend.

5. Vegetation Coverage and Composition: Changes in the overall coverage of vegetation is a strong indication of a deterioration of general condition of stream processes. Changes in the composition of vegetation species is an additional possible indication of negative changes in stream conditions. Vegetative composition changes may consist of an increase in non-native vegetation species, or native species that are either more or less hydrophytic. Observed changes in vegetation composition would suggest that changes in hydrology are encouraging shifts in the habitat or that new sources of non-native species from project site development are present. Vegetation will be assessed using the point- intercept method of vegetative assessment. A 100-foot long longitudinal transects (i.e., parallel to the stream flow direction) will be established at each sampling point (the upstream end of each transect would begin at each sampling point). At each foot along the transect, the species that hit the point are recorded (100 points total per transect) and the vegetation is classified into one of the following categories: native cover, non-native cover, both (native and non-native cover), or bare ground. The number of line intercepts is divided by the total number of points per transect to determine the percent coverage for each species and each cover class (native, non-native, or bare ground).

6. Photo Documentation: Photos will be taken at each sampling point in the upstream and downstream direction to provide visual evidence of changes in streambed condition over time. Photos will also be taken at each outlet structure to document vegetation condtions at the outlets and identify any erosion from water leaving these locations.

Tesoro del Valle Open Space Areas

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5.4 MONITORING REPORTS

5.4.1 Baseline Conditions Report
Prior to transfer of the City Open Space Areas, BLC Tesoro LLC will provide a baseline condition report to the City that will document the condition of the site to allow for comparison during future site monitoring visits. The baseline condition report will evaluate Wayside Canyon using the modified CRAM approach described above so that any changes in its condition can be detected and improved and will document the location of permanent sampling locations. This report will also confirm that all existing trails within t he City Open Space Areas are in good condition (i.e., free of erosion or any impediments to their use for recreational activities). The condition of the habitat will be qualitatively assessed, which will include a map of existing vegetation communities and a description of the quality of the vegetation communities. Permanent photo-documentation stations will be established as part of this report to identify locations that provide representative views of the various vegetation communities and specific sensitive resources (e.g., western spadefoot ponds).

5.4.2 Annual Reports
Annual reports shall be prepared that detail maintenance activities performed during the previous 12 months. These reports and subsequent site monitoring will aid in determining the effectiveness of previous maintenance activities as part of the adaptive monitoring process described above.

Annual reports shall be finalized and distributed to all necessary parties by December 31 of each year.

5.5 ONGOING MAINTENANCE ACTIVITIES
Several maintenance activities will be required on an ongoing basis to maintain or enhance the baseline biological resource conditions that are present in the City Open Space Areas. These activities are discussed in detail below.

5.5.1 Invasive Plant Control
The principal non-native plant species that occur in the City Open Space Areas include various non-native grasses and herbaceous species such as ripgut brome, red brome, slender wild oats, summer mustard, and tocalote. This section describes appropriate techniques for the control of these species and others that may occur in the future.

The most likely locations where non-native species will be encountered are along the trails. This is a common “edge effect” where the disturbed conditions along trails encourage establishment of non-native plants that can then expand into adjacent native vegetation areas. Ongoing control of non-native plants can minimize their impact on adjacent habitat.

Herbaceous or grass species will be controlled through hand removal or mechanical trimming.

Mechanical trimming of grass species involves trimming the seed heads with a string trimmer prior to seed maturation. This method slowly exhausts the existing seed bank of non-native grasses, allowing native species to naturally regenerate. Importantly, mechanical trimming should not disturb the soil surface as this encourages subsequent weed growth. This is an especially important consideration to avoid impacts to special status mariposa lilies (see Section 2.4).

Mariposa lilies typically germinate in January in which a single basal leaf extends above ground level which provides photosynthetic energy to the below-ground bulb. Weed trimming in areas of native habitat must avoid disturbing the ground in this period so that lily growth is not harmed.

Later in the spring (April-May) the bulbs produce conspicuous yellow blooms that can be avoided more easily. String trimming in habitat areas shoul d be minimized in the summer months as this Tesoro del Valle Open Space Areas

R:\Projects\BLC\3BLC000101\LTMP\City Open Space\Long-Term Mgt Plan-City_Open_Space-081921.docx 17 Long-Term Management Plan is when the mariposa lily flowers close and dry out to create a seed capsule that contains seeds as they mature. Seeds mature in late summer (August-September). Weed trimming from September to mid-December is the time when mariposa lilies would not constrain this activity, though mechanical trimming should never disturb the soil surface.

Other non-native species that may occur in the open space areas such as summer mustard, Russian thistle (Salsola tragus), and tree tobacco will be controlled by hand and through the use of hand tools. No herbicides will be used in keeping with the management policy of the Santa Clarita Open Space Preservation District.

5.5.2 Native Plant Establishment
Areas that are disturbed by public visitors or experience natural dieback of native vegetation may require installation of native plant species to correct the damage. Native plant installation can be accomplished through the planting of container stock for small areas of disturbance or application of a native seed mix.

Tables 2 and 3 provide suggested native seed mixes that can be applied to the upland and riparian zones, respectively, of the City Open Space Areas. All seeds should be acquired from a reputable native seed supplier that can confirm the source of any plant material was collected from within 10 miles of the City Open Space Areas and within 1,000 elevational feet.

TABLE 2

UPLAND NATIVE SEED MIX

Scientific Name Common Name
lbs./
acre
Acmispon glaber deerweed 6.0
Artemisia californica California sagebrush 5.0
Baccharis pilularis coyote brush 2.0
Diplacus longiflorus southern bush monkeyflower 1.0
Encelia californica California brittlebush 2.0
Eriogonum fasciculatum var. foliolosum leafy California buckwheat 5.0 Lupinus succulentus arroyo lupine 1.0
Salvia leucophylla purple sage 4.0
Salvia mellifera black sage 3.0
Stipa lepida foothill needlegrass 1.0
TOTAL 30.0

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RIPARIAN NATIVE SEED MIX

Scientific Name Common Name
lbs./
acre
Acmispon glaber deerweed 6.0
Artemisia tridentata Great Basin sagebrush 2.0
Corethrogyne filaginifolia common sand aster 1.0
Elymus condensatus giant wild rye 2.0
Eriodictyon crassifolium thick-leaf yerba santa 2.0
Eriogonum fasciculatum var. foliolosum leafy California buckwheat 3.0 Hazardia squarrosa saw-toothed goldenbush 3.0
Lupinus succulentus arroyo lupine 2.0
Melica imperfecta coast range melic grass 2.0
Stipa lepida foothill needlegrass 2.0
TOTAL 25.0

5.5.3 Trail Maintenance
The trails in the City Open Space Areas connect to other trails in the Angeles National Forest to the north and to undeveloped areas to the west. Currently, mountain bikers are the most common users of these trails though after project construction, the trails will likely support an increased number of walkers/hikers from the Tesoro del Valle community and the public at large. Maintaining the existing trails in good condition is the most effective method to prevent trail users from creating unauthorized trails which results in damage to native vegetation. Access to any such unauthorized trails shall be blocked with temporary signage and materials such as rice straw bales until the damaged area recovers. Authorized trails may require minor action to repair small erosive gullies.

This may require the use of a skid-steer or trail dozer to perform minor grading to re-establish baseline trail conditions.

5.5.4 Stream Maintenance
The City Open Space Areas contain several ephemeral streams that are upstream of the Project development area. The hydrology of these streams is therefore unaffected by the presence of the Tesoro del Valle development and any changes to their physical condition that are the result of natural processes are not expected to require any remediative activity.

Other streams, principally Wayside Canyon, that are downstream of the Project development area have the potential to be affected by changes in hydrology. The Project was designed to maintain the approximate maximum flow rates that are discharged to streams that are downstream of the Project development area and energy dissipation in the form of a rip-rap apron at outlet points.

Additionally, there are no dry season flows that are discharged to downstream drainages. Such dry season flows encourage non-native plant growth and shifts in vegetation composition.

However, it is possible that winter storm flows may cause erosion in the streambed of Wayside Canyon and debris basins upstream of the Project development area prevent new sediment from naturally replenishing the streambed.

If the CRAM assessments (Section 5.3.2) result in diminishing scores for the stream’s buffer conditions, channel stability, topographic complexity, hydrologic connectivity, or vegetation coverage/composition, the following management activities should be implemented.

Tesoro del Valle Open Space Areas

R:\Projects\BLC\3BLC000101\LTMP\City Open Space\Long-Term Mgt Plan-City_Open_Space-081921.docx 19 Long-Term Management Plan  Stream buffer: A reduction in the stream buffer metric will be the result of increased non- native vegetation coverage, evidence of soil compaction, and/or unauthorized human visitation. Increases in non-native vegetation shall require additional weeding events until coverage is visually estimated to be less than five percent. Soil compaction shall be improved by loosening soil with hand tools. Because weeds tend to flourish when soil is disturbed, any areas of soil decompaction shall be prioritized for weed control. If there is no natural recruitment of native plants, a native seed mix shall be applied (see Table 2).

If evidence of unauthorized human visitation is observed (e.g., trash, illegal trails), appropriate remediative actions shall be taken (e.g., removal of trash). Locations of illegal entry shall be identified and signage or fencing shall be installed to discourage future entry.  Erosion associated with the channel stability, topographic complexity, and hydrologic connectivity metrics: Decreased scores for these metrics would result from excessive erosion in the centerline of the channel. Appropriate management activites would first involve applying a native seed mix to stabilize soils (see Table 3), followed by potentially installing a biodegradable erosion control fabric that would be covered by native soils. If more significant erosion is observed, sediment that collects in upstream debris basins should be transported to the downstream drainage area to mimic the natural process of sedimentation. Any placement of materials in the stream (sediments, rocks, or erosion control fabric) would constitute a discharge to the stream and would require a permit from the resource agencies.
 Vegetation coverage and composition: Changes in the flow regime may have a noticeable effect on the overall coverage of vegetation and the species that comprise the native communities. Reduced flows may encourage more upland species to become established in the stream area while additional water may result in more hydrophytic species becoming dominant. Streambed erosion may scour out grasses or herbaceous species from the streambed or may undercut woody species so that they become unstable and fall over. Any reductions in vegetation cover will require application of a native seed mix or may require re-planting of specific dominant woody species to restore the area to pre-project conditions. If additional water inputs cause weeds to germinate, then these areas shall be prioritized for weed control so that plants rated as highly invasive by the California Invasive Plant Council are eradicated and other non-native plants are maintained a level of less than five percent coverage.

5.5.5 Repair of Signage or Fencing
Damaged signs or fences shall be identified during regular monitoring visits. All signs should be repaired at the earliest opportunity as they can generally be repaired or replaced with minor cost and effort. Any fence damage should be repaired immediately to prevent unauthorized access to sensitive areas.

Signs will be posted at trail entrance points and will indicate the public use rules of the City Open Space Areas consistent with typical signs used by the Santa Clarita Open Space Preservation District. At a minimum, these signs will indicate the following rules of the City Open Space Areas:
(1) open space hours; (2) smoking is prohibited; (3) no littering or dumping; (4) visitors must stay on established trails; (5) no unauthorized vehicles; and (6) pets must be on leash.

5.5.6 Trash Management
Wildlife-proof trash receptacles, trash catching devices (staggered fencing with vegetation), dispensers for dog waste bags, and receptacles for cigarette butts will be installed by BLC Tesoro at trail entrance points as indicated in the approved landscape plan. Trash collection from the various receptacles and trash removal from the staggered fencing and along trails shall occur on an approximate weekly basis as will re-stocking of dispensers for dog waste bags. The schedule Tesoro del Valle Open Space Areas

R:\Projects\BLC\3BLC000101\LTMP\City Open Space\Long-Term Mgt Plan-City_Open_Space-081921.docx 20 Long-Term Management Plan for trash collection and re-stocking can be adjusted based on the observed rate of trash accumulation.

5.5.7 Public Outreach
Public outreach is an important component of ensuring compliance with open space rules and therefore preservation of the ecological values of the City Open Space Areas. To communicate the rules of the City Open Space Areas, signage shall be maintained in good condition and repaired/replaced on an as-needed basis. The open space rules will also be recorded in the Tesoro del Valle community’s Codes, Covenants, and Restrictions and will provided on the Tesoro del Valle Master Homeowners Association’s website.

5.6 CONSTRAINTS
The City shall comply with various regulatory constraints that may affect the timing or methods of various maintenance activities. These constraints are described below.

5.6.1 Jurisdictional Waters
The City Open Space Areas contain streambed drainages that are considered to be “waters of the United States” that is under the jurisdiction of the U.S. Army Corps of Engineers, the State Water Resources Control Board, and the CDFW. Activities that would involve discharging or dredging fill or removing native vegetation from drainage features would likely require a permit pursuant to Sections 401 and 404 of the federal Clean Water Act and Section 1600 of the California Fish and Game Code . Consultation with these regulatory agencies is necessary prior to any activity that would require impacting any streambed feature. Trails in the City Open Space Areas generally are located along ridgelines in upland areas away from any streambeds.

Therefore, maintenance activities described herein are not anticipated to require any resource agency permits, though any activities that would result in a direct or indirect impact to streambed features would likely require resource agency permitting. This would include any significant trail repair that would require work in a streambed.

5.6.2 Nesting Birds
The removal of any vegetation should be performed in a manner to avoid impacts to nesting birds.

Active bird nests are protected by the California Fish and Game Code and by the federal Migratory Bird Treaty Act. The generally accepted raptor nesting season extends from January 1 through June 30, while the nesting season for non-raptor bird species occurs from approximately February 1 through September 15. Vegetation that has the potential to support bird nesting should not be disturbed during these periods. Additionally, non-native plant removal should not occur in the vinicity of potential nesting habitat during these periods. If it is determined that the removal of non-native plants is necessary for the benefit of the surrounding habitat, a qualified biologist can perform a survey for active nests in the vinicity of the proposed work area and submit these findings for approval by the CDFW prior to the initiation of this work.

5.6.3 Pesticides and Chemicals
The use of chemicals that have the potential to impact the biological resources of the City Open Space Areas shall be avoided. Examples of such chemicals include herbicides, chemical fertilizers, pesticides, biocides, rodenticides, and fungicides. 072906\12168438v10

DEDICATION AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
This Dedication Agreement and Joint Escrow Instructions (“ Agreement”) is entered into as of __________, 202 2 by and between BLC TESORO LLC, a Delaware limited liability company (“ Grantor”) and the CITY OF SANTA CLARITA , a municipal corporation (“Grantee”).

Recitals
This Agreement is made with reference to the following facts and circumstances, which are a part of this Agreement:

A. Grantor is the owner and developer of that certain residential development project located in unincorporated Los Angeles County (the “County”) and known as “Tesoro Highlands” (the “Project”), which Project is the final phase of development of the Tesoro del Val le master planned community and includes the construction of 820 residential units and certain other uses within a total project area of approximately 1,275 acres.

B. The Project was approved by the County on November 7, 2018 by action of the County’s Regional Planning Commission as more fully described in Revised Vesting Tentative Tract Map TR51644 -1 (as amended on June 23, 2020 and June 15, 2021) and certain related approvals, including Conditional Use Permit No. 200600210, Discretionary Housing Permit No . 2016001958 and Oak Tree Permit No. 201000029 (the “Project Approvals ”), which Project Approvals were issued subject to certain conditions of approval (the “Conditions of Approval”).

C. In furtherance of the Conditions of Approval, Grantor is entering int o this Agreement with the Grantee to convey to the Grantee certain real property consisting of approximately 77 0 acres of land currently located in the unincorporated County and depicted visually on Exhibit A attached hereto (collectively, the “Property”). The Property includes those areas (i) visually depicted on Exhibit A attached hereto as “Open Space for Initial Transfer to the City” (712 acres) and more particularly described on Exhibit A-1 attached hereto (the “ Initial Transfer Property”) and (ii) visually depicted on Exhibit A as “Open Space for Future Transfer to the City” (58 acres) (the “Additional Transfer Property”).

D. Grantor has previously agreed to grant certain easements (the “Tapia Easements”) to DACA-CASTAIC LLC (“DACA”) as set forth in a Joint Cooperation Agreement dated as of August 10, 2017 (the “JCA”), by and between Grantor and DACA, a memorandum of which was recorded in the Official Records of the County on December 1, 2017 as Instrument No. 20171388438. The form of the Tapia Easements were agreed upon and attached as exhibits to the JCA and were further executed and acknowledged by Grantor and are, as of the date hereof, being held in trust by DACA.

E. Grantor will grant before the closing that certain Multi -Use Trail Easement to th e County (the “Public Trail Easement”).
072906\12168438v10

F. Grantor and the Grantee will be entering into that certain Open Space Management and Maintenance Agreement (the “Open Space Agreement”) to provide for among other things, the maintenance and long-term management of the Property for open space purposes.

G. As more fully set forth herein, the Grantee agrees to accept title to the Property in its natural, scenic, and open space condition and to maintain and manage the Property as more fully set forth in the Open Space Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged and agreed, the parties agree as follows:

Section 1. Definitions.

In addition to terms defined elsewhere in this Agreement, as used in this Agreem ent the following terms shall have the following definitions:

A. “Environmental Laws ” means all federal, state, or local laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any government authority, regulating, relating to, or imposing liability or standards of conduct concerning any Hazardous Substances.

B. “Hazardous Substances” includes without limitation:
(1) All substances, materials, and wastes that are regulated or classified as “hazardous substances,” “hazardous wastes,” “hazardous materials,” “toxic substances,” “pollutants,” “contaminants” or other similar terms under any federal, state, or local laws, rules, orders, regulations, statutes, ordinances, codes, decrees or requirements; and (2) Any petroleum or refined petroleu m product, asbestos, polychlorinated biphenyl, material or substance designated as a hazardous substance pursuant to 33 USCS § 1321 or listed pursuant to 33 USCS § 1317, any flammable explosive, or and radioactive material.

C. “Business day” means each calendar day other than a Saturday, Sunday or a day observed as a holiday by the federal government, the State of California.

Section 2. Agreement to Dedicate.

Grantor agrees to dedicate, and Grantee agrees to accept the dedication of, the Property on and subject to the terms and conditions contained in this Agreement.

Section 3. Consideration and Payment.

The total consideration Grantee is paying to Grantor for the Property is Zero and No/100 Dollars ($0).
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Section 4. Escrow.

An escrow (the “Escrow”) to consummate the dedication of the Property is to be opened by Grantee and Grantor at the office of First American Title Insurance Company, 18500 Von Karman, Suite 600, Irvine, California 92612, Attention: Jeanne Gould (“Escrow Agent”) promptly following the execution of this Agreement by all parties by the delivery to Escrow Agent of a fully- signed counterpart of this Agreement (the “ Opening of Escrow ”). Escrow Agent is to inform each of the parties in writing as to the date of the Opening of Escrow. The fully-signed counterpart of this Agreement which is delivered to the Escrow Agent will serve as escrow instructions, subject to the provisions of the Escrow Agent’s standard conditions for acceptance of escrow, but only to the extent that the standard conditions impose no additional obligations or liabilities on the parties, and further subject to the terms and conditions in this Agreement, the latter to control in the case of conflict.

Section 5. Certain Conditions to Grantee’s and Grantor’s Performance.

A. Grantee’s obligation to perform under this Agreement and to accept the dedication of the Property is subject to the satisfaction, or express written waiver by Grantee, of the following conditions:
(1) Grantor’s representations and warranties in this Agreement being correct as of the date of this Agreement and as of each Closing Date; (2) Grantor’s performance of all obligations to be performed by Grantor under this Agreement;
(3) The Title Company being prepared to issue the Title Policy on the applicable Closing, subject only to the Approved Exceptions (as defined in Section 7A); (4) Approval of the terms and conditions of this Agreement prior to the Initial Closing Date by the City Council and City Attorney of Grantee.

B. Grantor’s obligation to perform under this Agreement and to dedicate the Property is subject to the satisfaction, or express written waiver by Grantor, of the following conditions:
(1) Grantee’s representations and warranties in this Agreement being correct as of the date of this Agreement and as of each Closing Date; and (2) Grantee’s performance of all obligations to be performed by Grantee under this Agreement.

Section 6. Title; Inspections.

A. Grantee shall cause First American Title Company (the “Title Company”) to issue and deliver to Grantor (with a copy to Grantee) a preliminary report (the “ Preliminary Report”) for an ALTA Ow ner’s Policy of Title Insurance for the Property, together with copies of all documents relating to title exceptions referred to in the Preliminary Report. Grantee shall approve or disapprove each exception shown in the Preliminary Report (each an “ Exception”) within 072906\12168438v10

twenty (20) days following the receipt of the Preliminary Report, all documents relating to title exceptions referred to in the Preliminary Report and any amendments or updates of the Preliminary Report (the “Disapproval Period”); except that Grantee will not have the right to object and will accept title subject to (i) the lien of property taxes not yet due, (ii) the Tapia Easements and the Public Trail Easement, (iii) standard printed exceptions in the Title Policy (as defined below) issued by Title Company and (iv) any other liens, easements, encumbrances, covenants, conditions and restrictions of record, other than Disapproved Exceptions (collectively, the “ Approved Exceptions”). Grantee’s failure to give written notice of objection within the Disapproval Period shall be deemed to be an approval of the Exceptions. If any Exception is disapproved in writing (each a “ Disapproved Exception”), Grantor shall have five (5) days after receipt of Grantee’s written notice of objection (“ Grantor’s Response Period”) to, in its sole discretion, (i) elect to undertake to attempt to cause each Disapproved Exception to be discharged, satisfied, released, or terminated, as the case may be, of record, or (ii) elect not to undertake to remove or endorse over any Disapproved Exceptions. If Grantor does not deliver its response notice within Grantor’s Response Period, Grantor shall be deemed to have elected to not undertake to eliminate or endorse over the matters disapproved or conditionally approved by Grantee.

B. If Grantor elects or is deemed to have elected not to obtain a discharge, satisfaction, release, or termination as provided above, Grantee shall have three (3) days to elect either to:
(1) Waive the Disapproved Exception and proceed with the Closings, accepting title to the Property subject to the Disapproved Exception (which will then be considered to be a part of the Approved Exceptions), or
(2) Terminate this Agreement, in which case both Grantee and Grantor shall be relieved of all further obligation and liability to each other under this Agreement, except for such as have accrued prior to the date of termination, and all the funds and documents deposited with Escrow Agent shall be promptly refunded or returned, as the case may be, by Escrow Agent to the depositing party.

Grantee’s failure to elect one of the above options within such three (3) day period shall be deemed Grantee’s election to proceed under (2) above and terminate this Agreement.

C. During the period commencing with the Opening of Escrow and terminating thirty (30) days thereafter (subject to extension as provided below, the “ Feasibility Period”), Grantee may undertake at Grantee’s expense all due diligence inspections, investigations and reviews of the Property which Grantee may deem appropriate, including, but not limited to, the physical condition of the Property, an appraisal of the value of the Property, and an inspection and examination of soils, environmental factors, geotechnical factors, and Hazardous Substances, if any, relating to the Pro perty. If Grantee does not deliver to Grantor and Escrow Holder, in Grantee’s sole and absolute discretion, written notice (the “ Feasibility Approval Notice ”) of Grantee’s approval of such inspections, investigations and reviews before the expiration of t he Feasibility Period, then Grantee shall be deemed to have disapproved of such inspections, investigations and reviews, this Agreement shall automatically terminate, in which case both Grantee and Grantor shall be relieved of all further obligation and liability to each other under this Agreement, except for such as have accrued prior to the date of termination, and all the funds and 072906\12168438v10

documents deposited with Escrow Agent shall be promptly refunded or returned, as the case may be, by Escrow Agent to the depositing party.

D. Access to the Property during the Feasibility Period shall be given to Grantee and its authorized representatives upon one (1) business day’s prior notice to Grantor. Grantee agrees to indemnify and defend Grantor against and hold Grantor h armless from all losses, costs, damages, liabilities, and expenses, including reasonable attorney fees, arising in connection with Grantee’s or its authorized representatives’ inspection, investigation or review of the Property.

Grantee agrees to restore the Property to its original condition should it alter the physical condition due to soil studies and/or surveys.

Section 7. Closing.

A. Simultaneously with each Closing, Escrow Agent must cause the Title Company to issue an ALTA Standard Owner’s Policy of Title Insurance (“ Title Policy ”) in an amount determined by Grantee, subject only to the Approved Exceptions.

B. Grantor is to deposit with Escrow Agent not later than three (3) business days prior to each Closing Date the following:
(1) With respect to the Initial Clo sing only, a grant deed executed and acknowledged by Grantor conveying to Grantee good and marketable fee simple title to the Initial Transfer Property, subject only to the Approved Exceptions in the form attached hereto as Exhibit B (the “Initial Transfer Deed”).
(2) With respect to the Second Closing only, a grant deed executed and acknowledged by Grantor conveying to Grantee good and marketable fee simple title to the Additional Transfer Property, subject only to the Approved Exceptions in the form attached hereto as Exhibit B (the “ Additional Transfer Deed ” together with the Initial Transfer Deed, the “Deeds” and each a “Deed”).
(3) With respect to the Initial Closing only, the Open Space Agreement, duly executed and acknowledged by Grantor.
(4) With respect to the Initial Closing only, an Access Easement encumbering the Initial Transfer Property in favor of Grantor in the form attached hereto as Exhibit C (the “Mitigation Access Easement”), duly executed and acknowledged by Grantor. (5) With respect to the Second Closin g only and if requested by Grantor, an Amendment to Access Easement amending the Mitigation Access Easement to encumber both the Initial Transfer Property and the Additional Transfer Property (the “Amendment to the Mitigation Access Easement”), duly executed and acknowledged by Grantor. (6) If legally required, Grantor’s affidavit of nonforeign status as contemplated by Section 1445 of the Internal Revenue Code of 1986, as amended (“FIRPTA Affidavit”). (7) If legally required, Grantor’s affidavit as contemplated by the Revenue and Taxation Code §§ 18805 and 26131 (“Withholding Affidavit”). 072906\12168438v10

(8) Grantor’s affidavits and required property disclosures, such amounts as are payable by Grantor under this Agreement, and such other documents and instruments as shall be reasonably required by Escrow Agent or the Title Company in order to effectuate the applicable Closing.

C. Grantee is to deposit with Escrow Agent not later than three (3) business days prior to each Closing Date the following:
(1) With respect to the Initial Closing only , the Open Space Agreement, duly executed and acknowledged by Grantee.
(2) With respect to the Initial Closing only, the Mitigation Access Agreement, duly executed and acknowledged by Grantee.
(3) With respect to the Second Closing only and if requested by Grantor , the Amendment to the Mitigation Access Agreement, duly executed and acknowledged by Grantee. (4) All amounts as are payable by Grantee under this Agreement, and such other documents and instruments as shall be reasonably required by Escrow Agent or the Title Company in order to effectuate the applicable Closing.

D. The Initial Transfer Property is to be conveyed to Grantee and this transaction is to close with respect to the Initial Transfer Property (the “ Initial Closing”) on ___________, or at such earlier or later time as may be agreed upon in writing by Grantor and Grantee (“ Initial Closing Date ”). The Additional Transfer Property is to be conveyed to Grantee and this transaction is to close with respect to the Additional Transfer Property (the “ Second Closing” together with the Initial Closing, the “ Closings” and each a “ Closing”) on ___________, or at such earlier or later time as may be agreed upon in writing by Grantor and Grantee (“ Second Closing Date” together with the Initial Closing Date, the “ Closing Dates” and each a “ Closing Date”).

E. On each Closing Date, Escrow Agent is to close Escrow as follows:
(1) With respect to the Initial Closing only, record the Initial Transfer Deed (marked for return to Grantee), the Open Space Management Agreement and the Mit igation Access Easement, in that order, with the Los Angeles County Recorder (which will be deemed to be delivery to Grantee);
(2) With respect to the Second Closing only, record the Additional Transfer Deed (marked for return to Grantee) and the Amendment to the Mitigation Access Easement (if applicable), in that order, with the Los Angeles County Recorder (which will be deemed to be delivery to Grantee)’
(3) Cause the applicable Title Policy to be issued;
(4) Prorate certain costs as provided in Section 7F;
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(5) Charge Gr antee and Grantor for those costs and expenses to be paid by Grantee or Grantor pursuant to this Agreement and disburse any net funds remaining after the preceding disbursements to the appropriate party;
(6) Prepare and deliver to both Grantee and Grantor one signed copy of Escrow Agent’s closing statement showing all receipts and disbursements of the Escrow; and (7) Deliver to Grantee the FIRPTA Affidavit and the Withholding Affidavit.

If Escrow Agent is unable to simultaneously perform all of the instructions set forth above, Escrow Agent is to notify Grantee and Grantor and retain all funds and documents pending receipt of further instructions jointly issued by Grantee and Grantor.

F. Escrow Agent is to prorate the following costs at each Closing:
(1) Grantor is to pay
a. all governmental conveyance fees and taxes, if any, due upon transfer of the applicable portion of the Property, and b. the cost of removing or insuring over any Disapproved Exceptions pertaining to the Title Policy.
(2) Grantee is to pay
a. the recording charges, if any, in connection with recordation of the applicable Deed, and
b. the cost of the basic owner’s title policy, and
c. Grantee’s costs related to title endorsements and title policy upgrades, if any, requested by Grantee.
(3) Any real property taxes due are to be prorated as of the applicable Closing based on the most current real property tax bill available, including any additional property taxes that may be assessed after the applicable Closing but that relate to a period prior to the applicable Closing, regardless of when notice of those taxes is received or who receives the notice. All installments of any bond or assessment that constitutes a lien on the applicable portion of the Property prior to the applicable Closing are to be paid by Grantor. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at the applicable Closing, the parties shall make all necessary adjustments by appropriate payments between themselves following the applicable Closing.

Section 8. Possession.

On the applicable Closing Date, Grantor will deliver possession of the applicable portion of the Property to Grantee free from all claims to possession arising under or through Grantor and 072906\12168438v10

free from all claims to possession by any and all other third parties, except those claims which are a part of the Approved Exceptions.

Section 9. Grantor Representations and Warranties.

A. Grantor represents and warrants to Grantee as of the date of this Agreement and as of each Closing Date:
(1) To Grantor’s actual kno wledge, and except as disclosed by Grantor to Grantee in this Agreement or otherwise in writing prior to the date of this Agreement, and except as disclosed in any reports or studies made available to, or prepared by or on behalf of, Grantee:
(a) the Property is free from Hazardous Substances and is not in violation of any Environmental Laws, (b) there are no buried or partially buried storage tanks located on the Property, (c) Grantor has received no notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Property are or have been in violation of any Environmental Law, or informing Grantor that the Property is subject to investigation or inquiry regarding Hazardous Substances on the Property or the potential violation of any Environmental Law, (d) there is no monitoring program required by the Environmental Protection Agency (“EPA”) or any similar state agency concerning the Property, (e) no toxic or hazardous chemicals, waste, or substances of any kind have ever been spilled, disposed of, or stored on, under, or at the Property, whether by accident, burying, drainage, or storage in containers, tanks, or holding areas, or by any other means, (f) the Property has never been used as a dump or landfill, and (g) Grantor has disclosed to Grantee all information, records, and studies maintained by Grantor in connection with the Property concerning Hazardous Substances. (2) Grantor is the owner of the Property and has the full right, power and authority to dedicate the Property to Grantee.
(3) Other than as set forth in the Notices of Violation delivered to Grantor by the County Department of Regional Planning dated as of July 17, 2019 and the Notice of Violation delivered to Grantor by the County Department of Public Works dated June 18, 2019, Grantor has received no written notice of any condition on the Property which violates any health, safety, fire, sewage, building, or other federal, state, or local law, code, ordinance, or regulation. (4) To Grantor’s actual knowledge, and except where such rights or claims exist pursuant to an Approved Exception, there are no rights or claims to ownership, possession, occupancy or use of the Property by any third party, including, without limitation, pursuant to any lease, license, tenancy agreement, or other agreement, which right or claim will exist or be enforceable following the applicable Closing.
(5) To Grantor’s actual knowledge, there is no pending or threatened in writing litigation, admini strative proceeding, or other legal or governmental action with respect to the Property.
(6) To Grantor’s actual knowledge, (a) any information that Grantor has delivered to Grantee, either directly or through Grantor’s agents, is accurate in all material respects, and (b) Grantor has disclosed all material facts with respect to the Property. 072906\12168438v10

B. As used in this Agreement, “actual knowledge” of Grantor or “Grantor’s knowledge” or “to Grantor’s actual knowledge” shall mean the actual, present knowledge of Michael Schlesinger without duty of inquiry or investigation. Such individual shall not have any personal liability or liability whatsoever with respect to any matters set forth in this Agreement or any of Grantor’s representations and/or warranties herein. Grantee acknowledges and agrees that the individual named above is named solely for the purpose of defining and narrowing the scope of Grantor’s knowledge and not for the purpose of imposing any liability on or creating any duties running from such individuals to Grantee.

C. The representations and warranties made by Grantor pursuant to this Section 9 shall survive (1) each Closing and shall not merge into each Deed and the recordation thereof, and (2) the termination and/or cancellation of this Agreement; provided, however, such representations and warranties made by Grantor shall terminate twelve (12) months following each Closing.

Section 10. Grantor Covenants.

A. Commencing with the execution of this Agreement and until the applicable Closing Date or earlier termination of this Agreement:
(1) Grantor will not permit any liens, encumbrances, or easements to be placed on the Property, other than the Approved Exceptions, nor will Grantor enter into any agreement regarding the sale, rental, management, repair, improvement, or any other matter affecting the Property that would be binding on Grantee or the Property after the applicable Closing, without the prior written consent of Grantee.
(2) Grantor will maintain the Property in good order, condition and repair, ordinary wear and tear except ed, and shall not permit any act of waste or act that would tend to diminish the value of the Property in any way.

Section 11. Authority of Parties.

A. Grantor represents and warrants that this Agreement:
(1) Has been duly authorized, executed, and delivered by Grantor; (2) Is the valid and binding obligation of Grantor in accordance with its terms; (3) Does not violate the provisions of any agreement or instrument, or any judgment, order or decree, to which Grantor is a party or by which Grantor or the Property is bound.

B. Grantee represents and warrants that this Agreement:
(1) Has been duly authorized, executed, and delivered by Grantee; (2) Is the valid and binding obligation of Grantee in accordance with its terms; and
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(3) Does not violate the provisions of any agreement or instrument, or any judgment, order or decree, to which Grantee is a party or by which Grantee is bound.

C. Each party warrants and represents to the other that the persons executing this Agreement on its behalf are authorized to do so, and on execution of this Agreement, this Agreement shall be its valid and binding obligation, enforceable against it in accordance with its terms.

D. The representations and warranties made by Grantor and Grantee pursuant to this Section 11 shall survive (1) each Closing and shall not merge into eac h Deed and the recordation thereof, and (2) the termination and/or cancellation of this Agreement; provided, however, all representations and warranties made by Grantor and Grantee shall terminate twelve (12) months following each Closing.

Section 12. AS IS.

A. Except for express covenants, representations and warranties made by Grantor in this Agreement, and subject to satisfaction of all conditions to the applicable Closing in favor of Grantee hereunder, Grantee (i) is acquiring the Property on an “as is whereis” basis, (ii) is relying and shall rely solely upon its own investigation and inspection of the Property and the improvements thereon and upon the aid and advice of Grantee’s independent expert(s) in purchasing the Property, and (ii) shall take title to the Proper ty without any warranty, express or implied, by Grantor or any employee or agent of Grantor.

B. Effective as of the applicable Closing, Grantee hereby fully and forever waives, releases and discharges Grantor and any of Grantor’s members, direct or indirect p artners, shareholders, managers, officers, directors, trustees or employees in or of any of them (each, a “Grantor Party”) from any and all obligations, liabilities, claims, liens, encumbrances, losses, damages, costs and expenses, including, without limit ation, reasonable attorneys’ fees (collectively, “Claims”), of any nature or sort, known or unknown, past, present and future, which Grantee may have which arise out of or relate in any way to any liability or responsibility for the Property, including, without limitation, any investigation, clean-up or remediation of any toxic or Hazardous Substances, on, in, under or about the Property. This release shall not apply to (i) any Claims relating to or arising from any breach of Grantor’s representations, warranties or covenants set forth in this Agreement, (ii) the willful misconduct or fraud of Grantor, or (iii) all claims made for personal injury or property damage not caused by the acts or omissions of Grantee occurring prior to the applicable Closing. Gr antee agrees that this release is fully effective as of the applicable Closing regardless of any present lack of knowledge on the part of any party as to any possible claim or any facts or circumstances pertaining to this matter. Grantee expressly waives the benefits and provisions of Section 1542 of the Civil Code of the State of California, and any similar law of any state or territory of the United States or other jurisdiction. Civil Code Section 1542 provides as follows:

A GENERAL RELEASE DOES NOT EXT END TO CLAIMS WHICH THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE
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MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.

Grantee’s Initials
C. Notwithstanding anything to the contrary contained herein, none of the Grantor Parties shall be personally liable in any manner or to any extent under or in connection with this Agreement, and neither Grantee nor any successor, assignee, partner, officer, director or employee of Grantee shall have any recourse to any assets of a Grantor Party other than such party’s interest in Grantor or the proceeds thereof to satisfy any liability, judgment or claim that may be obtained or made against any such Grantor Party under this Agreement.

The terms of this Section 12 shall expressly survive each Closing and the recording of each Deed.

Section 13. Brokers.

The Grantee and Grantor each represent and warrant to the other that it has not used a broker, agent, finder or other person in connection with this transaction to whom a brokerage or other commission or fee may be payable. Each party agrees to defend, indemnify and hold the other party harmless from and against any and all claims for any broke r’s commission or similar compensation that may be payable to any broker, finder or other person or entity, based upon such party’s own acts. The indemnification obligations contained in this Section shall survive each Closing and the recording of each Deed.

Section 14. Liquidated Damages.

IF GRANTEE FAILS TO COMPLETE THE DEDICATION PROVIDED FOR IN THIS

AGREEMENT BY REASON OF ANY DEFAULT AND IF GRANTOR IS NOT ALSO IN DEFAULT, GRANTOR SHALL BE RELEASED FROM ITS OBLIGATIONS HEREUNDER; HOWEVER BY INITIALING THIS SECTION 14 GRANTEE AND GRANTOR AGREE THAT

IN THE EVENT OF DEFAULT BY GRANTEE HEREUNDER, (A) IT WOULD BE

IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES (B) AN AMOUNT EQUAL TO $1,000 SHALL CONSTITUTE LIQUIDATED DAMAGES PAYABLE TO THE GRANTOR; (C) THE PAYME NT OF $1,000 TO GRANTOR AS LIQUIDATED DAMAGES WILL CONSTITUTE THE EXCLUSIVE REMEDY OF THE GRANTOR; (D) GRANTOR WILL BE ENTITLED TO $1,000 ON ACCOUNT OF THE LOSS OF ITS BARGAIN AS LIQUIDATED DAMAGES; AND (E) PAYMENT OF $1,000 TO GRANTOR

AS LIQUIDATED DAMAGE S IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT

INSTEAD, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO GRANTOR PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE.

Grantor’s Initials: _______ Grantee’s Initials: _______ 072906\12168438v10

Section 15. Assignment.

Grantee and Grantor, and each of them, do not have the right to assign, either in whole or in part, this Agreement or their respective rights and liabilities under this Agreement, without the express written consent of the other party.

Section 16. Attorney Fees.

If litigation is commenced between the parties, the prevailing party in that litigation is entitled to recover from the non -prevailing party all reasonable attorneys’ fees and costs as fixed by the court. This Section 16 shall survive each Closing and the recording of each Deed Section 17. Notices.

A. All notices to be given under this Agreement must be in writing and sent to the respective party’s notice addresses set forth below by:
(1) First class mail, postag e prepaid, in which case notice will be deemed delivered three (3) business days after deposit in the United States Mail, or (1) Personal delivery, or by commercial messenger or courier service, in each which case notice will be deemed delivered upon receipt, or (2) Electronic mail (“Email”), in which case notice will be deemed delivered when sent to the e -mail of the intended recipient as set forth in this Agreement (as evidenced by the senders “sent mail” mailbox and by the absence of a delivery failure message in the sender’s “in box”).

The notice addresses of the parties are as follows:

Grantee: City of Santa Clarita
23920 Valencia Boulevard, Suite 120
Santa Clarita, California 91355
Attention: Kenneth W. Striplin
Tel: 661-255-4905
Email: [email protected]
with a copy to:

Joseph M. Montes, City Attorney
Burke, Williams & Sorensen, LLP
444 South Flower Street, Suite 2400
Los Angeles, California 90071
Tel: 213-236-0600
[email protected]
Grantor: BLC Tesoro, LLC
c/o Newport Pacific Land Company
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100 Bayview Circle, Ste. 240
Newport Beach, CA 92660
Attn: John Patterson
Telephone: (949) 945-2290
Email: [email protected]
With a copy to:
c/o IHP Capital Partners
100 Bayview Circle, Ste. 2000
Newport Beach, CA 92660
Attn: Legal Notices
Telephone: (949) 851-2121
Email: [email protected]
with a copy to:

Cox Castle & Nicholson LLP
50 California Street, 32nd Floor
San Francisco, CA 92614
Attention: Clark Morrison
Telephone: (415) 262-5113
Email: [email protected]
or to such other address as Grantee or Grantor may respectively designate by written notice to the other given in the manner prescribed herein.

Section 18. Entire Agreement.

This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understandings (whether written or oral) of the parties. This Agreement cannot be modified in any manner except by an instrument in writing executed by the duly authorized representatives of the parties or of their respective successors in interest.

Section 19. Severability.

If any term or provision of this Agreement is, to any extent, held invalid or unenforceable, the remainder of this Agreement shall not be affected.

Section 20. Waivers.

Any waiver of a breach of any covenant or condition in this Agreement is not to be deemed a waiver of any other covenant or condition in this Agreement, and no waiver is valid unless in writing and executed by the duly authorized representative of the waiving party. An extension of time for performance of any obligation or act is not to be deemed an extension of the time for performance of any other obligation or act.
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Section 21. Construction.

The section headings and captions of this Agreement are, and the arrangement of this instrument is, for t he sole convenience of the parties to this Agreement. The section headings, captions, and arrangement of this instrument do not in any way affect, limit, amplify, or modify the terms and provisions of this Agreement. The singular form includes plural, an d vice versa.

This Agreement is not to be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared it. Unless otherwise indicated, all references to sections are to this Agreement. All exhibits referred to in this Agreement are attached to it and incorporated in it by this reference.

Section 22. Counterparts.

This Agreement may be executed in counterparts, each of which is an original but all of which together constitute but one and the same instrument. Signature and acknowledgment pages, if any, of this Agreement may be detached from any counterpart and re -attached to any other counterpart of this Agreement which is identical in form hereto but having attached to it one or more additional signature and acknowledgment pages.

Section 23. Time of the Essence.

Time is of the essence in this Agreement.

Section 24. Successors.

Subject to the limitations set forth in Section 15, this Agreement inures to the benefit of and is binding upon the parties to this Agreement and their respective heirs, succes sors, and assigns.

Section 25. Governing Law.

This Agreement is to be governed and construed in accordance with California law without reference to provisions of California law concerning choice of law.

Section 26. Waiver of Claims by Grantor.

Grantor acknowledges and agrees that this Agreement and its terms and conditions have been the subject of negotiation between the parties and that the consideration being received by Grantor is fair and just compensation for all of Grantor’s interests in the Property. Grantor, on behalf of i tself and its agents, representatives, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries, hereby releases Grantee from any and all Claims, whether known or unknown, which any of them now have, have ever had, or might hereafter have by reason of any matters or things waived or released herein or arising out of or in any way relating to the Property; provided, however, that the foregoing release does not apply to any of the Grantee’s representations, warranties or covenants under this Agreement. By initialing below, Grantor acknowledges that it has read and understands, and hereby expressly waives, the benefits of California Civil Code Section 1542 which provides:
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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHI CH THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.

Grantor’s Initials
The release contained in this Section shall survive each Closing and the recording of each Deed.

Section 27. Tapia Easements.

In the event the Tapia Easements currently being held in trust by DACA are not recorded in the Official Records of the County as of the Closing, Grantee agrees to cooperate in all respects with the recordation of the Tapia Easements following the Closing as and when required by the terms of the JCA, including, without limitation, by re -executing the Tapia Easements as the “grantor” if required in connection with such recordation. The terms of this Section 27 shall survive each Closing.
[signatures on following page]

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IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written.

GRANTOR

BLC TESORO LLC,
a Delaware limited liability company

GRANTEE
CITY OF SANTA CLARITA:

By:

Kenneth W. Striplin,
City Manager
ATTEST:

By:

City Clerk
APPROVED AS TO FORM:

By:

Joseph M. Montes,
City Attorney
By:

Name:

Title:

By:

Name:

Title:
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EXHIBIT “A”

VISUAL DEPICTION OF PROPERTY
[see attached]
072906\12168438v10

EXHIBIT “A-1”

LEGAL DESCRIPTION OF INITIAL TRANSFER PROPERTY
Real property in the City of Santa Clarita, County of Los Angeles, State of California, described as follows:
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EXHIBIT “B”

GRANT DEED

Exempt Recording Per Government Space Above This Line For Recorder’s Use Code Sections 6103 and 27383

GRANT DEED
A.P. NOS.:

THE UNDERSIGNED GRANTOR DECLARES THAT THE CITY OF SANTA CLARITA

IS ACQUIRING TITLE AND IS EXEMPT FROM DOCUMENTARY TRANSFER TAX PURSUANT TO REVENUE & TAXATION CODE SECTION 11922
FOR VALUABLE CONSIDERATION, receipt of which is her eby acknowledged, ___________________________ (“Grantor”), grants to the CITY OF SANTA CLARITA, a public body corporate and politic of the State of California (“Grantee”), all that certain real property located in the County of Los Angeles, State of Califo rnia, described in Exhibit “A” attached hereto.

The grant by the Grantor to the Grantee which is evidenced by this Grant Deed shall be effective, and this Grant Deed shall be deemed to have been delivered by the Grantor to the Grantee, upon the recording of this Grant Deed in the Official Records of the County Recorder of Los Angeles County, California.

SUBJECT TO: (1) Real property taxes and assessments not delinquent; and (2) covenants, conditions, restrictions, reservations, rights of way, liens, leases, licenses, rights of occupancy and easements of record, if any
[signatures on following page]

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IN WITNESS WHEREOF, the undersigned has executed this Grant Deed on ______________________.

GRANTOR:

[SIGNATURE(S) MUST BE NOTARIZED]

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EXHBIT “A” TO GRANT DEED

LEGAL DESCRIPTION
[To Come]
072906\12168438v10

EXHIBIT “C”

MITIGATION ACCESS EASEMENT

EXHIBIT A-1

All that certain real property situated in the unincorporated territory of the County of Los Angeles, State of California, more particularly described as follows:

PARCELS 1 AND 2 AS SHOWN ON A SUBDIVISION MAP FOR PARCEL NO. 82721, FILED IN BOOK ____, PAGES ____ TO ____, INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA.
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EXHIBIT “B”

GRANT DEED

Exempt Recording Per Government Space Above This Line For Recorder’s Use Code Sections 6103 and 27383

GRANT DEED
A.P. NOS.:

THE UNDERSIGNED GRANTOR DECLARES THAT THE CITY OF SANTA CLARITA

IS ACQUIRING TITLE AND IS EXEMPT FROM DOCUMENTARY TRANSFER TAX PURSUANT TO REVENUE & TAXATION CODE SECTION 11922
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ___________________________ (“Grantor”), grants to the CITY OF SAN TA CLARITA, a public body corporate and politic of the State of California (“Grantee”), all that certain real property located in the County of Los Angeles, State of California, described in Exhibit “A” attached hereto.

The grant by the Grantor to the Grantee which is evidenced by this Grant Deed shall be effective, and this Grant Deed shall be deemed to have been delivered by the Grantor to the Grantee, upon the recording of this Grant Deed in the Official Records of the County Recorder of Los Angeles County, California.

SUBJECT TO: (1) Real property taxes and assessments not delinquent; and (2) covenants, conditions, restrictions, reservations, rights of way, liens, leases, licenses, rights of occupancy and easements of record, if any
[signatures on following page]

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IN WITNESS WHEREOF, the undersigned has executed this Grant Deed on ______________________.

GRANTOR:

[SIGNATURE(S) MUST BE NOTARIZED]

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1 RECORDING REQUESTED BY: )
AND WHEN RECORDED MAIL TO: )

CITY OF SANTA CLARITA )
23920 Valencia Boulevard, Ste. 300 )
Valencia, CA 91355 )
)
Exempt from Recording Fee (Gov. Code, § 27383)

Space above this line for Recorder’s use.

GRANT OF EASEMENT AND AGREEMENT FOR RIGHT OF ENTRY

FOR BIOLOGICAL MANAGEMENT

This GRANT OF EASEMENT AND AGREEMENT FOR RIGHT OF ENTRY FOR BIOLOGICAL MANAGEMENT (the “Agreement”) is made and entered into by and between CITY OF SANTA CLARITA, a political subdivision of the State of California (“Grantor”), and BLC TESORO LLC, a Delaware limited liability company (“Grantee”). Grantor and Grantee are referred to collectively herein as the “Parties.”

RECITALS

A. Grantee is the owner and developer of that certain residential development project located in unincorporated Los Angeles County (the “County”) and known as “Tesoro Highlands” (the “Project”), which Project is the final phase of development of the Tesoro del Valle master planned community and includes the construction of 820 residential units and certain other uses within a total project area of approximately 1,275 acres (the “Project Site”).

B. The Project was approved by the County on November 7, 2018 by action of the County’s Regional Planning Commission as more fully described in Revised Vesting Tentative Tract Map TR51644-1 (as amended on June 23, 2020 and June 15, 2021) and certain related approvals, including Conditional Use Permit No. 200600210, Discretionary Housing Permit No. 2016001958 and Oak Tree Permit No. 201000029 (the “Project Approvals”), which Project Approvals were issued subject to certain conditions of approval (the “Conditions of Approval”). Condition of Approval 35 requires Grantee to dedicate to a governmental agency or non-profit organization approximately 770 acres of land within the Project Site and described on Exhibit A
attached hereto (collectively, the “City Open Space Areas”), and to provide certain funding for the management and maintenance of such dedicated City Open Space Areas.

C. In furtherance of the requirements of Condition 35, Grantee is entering into an Open Space Management and Maintenance Agreement (“OSMMA”) with the City to provide for the management and maintenance as open space, of the City Open Space Areas.

D. Condition of Approval 11 requires Grantee to comply with certain mitigation measures set forth in that certain Mitigation Monitoring and Reporting Program adopted in accordance with the California Environmental Quality Act and incorporated by reference into the Conditions of Approval (“MMRP”).

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2 E. The MMRP includes requirements (the “Grantee Mitigation Requirements”) for Grantee to undertake certain habitat-related improvements within the City Open Space Areas (the “Habitat Improvements”) and, following completion of the Habitat Improvements, to monitor and maintain such Habitat Improvements for a five-year period, which Grantee Mitigation Requirements are more fully described in the following habitat mitigation and monitoring plans and programs prepared by the Psomas and approved by the County (collectively, the “HMMPs”), including: (i) “Special Status Vegetation Types, Habitat Mitigation and Monitoring Program, Tesoro del Valle Phases B and C, Revised VTTM 51644-1, Los Angeles County, California, EIR Mitigation Measure Bio-1”, dated January 25, 2021, (ii) Oak Tree Habitat Mitigation and Monitoring Plan, Tesoro del Valle Phases B and C, Revised VTTM 51644-1, Los Angeles County, California, EIR Mitigation Measure Bio-2” dated November 9, 2020, (iii) Mariposa Lily Habitat Mitigation and Monitoring Plan, Tesoro del Valle Phases B and C, Revised VTTM 51644-1, Los Angeles County, California, EIR Mitigation Measure Bio-3” dated November 9, 2020, and (iv) Western Spadefoot Translocation Program, Tesoro del Valle Phases B and C, Revised VTTM 51644-1, Los Angeles County, California, EIR Mitigation Measure Bio-4” dated November 2020. Copies of each of the HMMPs are attached to the OSMMA as Exhibit B to that document.

F. Upon satisfaction of the Grantee Mitigation Requirements, including completion of the five-year monitoring period established for the Habitat Improvements, City will undertake the long-term maintenance and management of the Habitat Improvements as required by the HMMPs and as more fully set forth in each of the HMMPs.

G. This Agreement is being executed and delivered to allow Grantee to enter the City Open Space Areas for the limited purpose of conducting the Grantee Mitigation Requirements in accordance with the HMMPs until Grantee’s satisfaction of the Grantee Mitigation Requirements.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals which are specifically incorporated into the body of this Agreement, the mutual promises contained herein and the material reliance by the Parties thereon, and other valuable consideration the receipt and sufficiency of which is hereby acknowledged, Grantor hereby grants to Grantee the right of entry of the nature and character hereinafter set forth (the “Easement”).

1. Description of Easement
. Grantee and Grantee’s contractors and agents (the
“Grantee Parties”) shall have the non-exclusive right in gross to enter upon City Open Space Areas in such manner as is reasonably necessary to conduct the Grantee Mitigation Requirements in accordance with the HMMPs. Grantor shall provide to Grantee any key(s) or combination(s) to the lock(s) to gates needed for Grantee’s entry as herein provided. The easement granted under this Agreement is non-exclusive and Grantor shall have the right to use the Open Space Areas and to grant other easements in, on, over and across the Open Space Areas, so long as the exercise by Grantor of its right to use the Open Space Areas, and to grant other easements in, on, over and across the Open Space Areas does not interfere with Grantee’s rights under this Agreement and is not otherwise prohibited by any other encumbrances on the

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3 Open Space Areas (such as to the extent prohibited in the OSMMA). Grantee recognizes Grantor’s title and interest in and to the Open Space Areas and agrees never to assail or resist Grantor’s title or interest therein by reason of any of the rights granted to Grantee under this Agreement

2. Term. The Easement shall run with the City Open Spaces Areas until completion of the Grantee Mitigation Requirements in accordance with the HMMPs. Every provision, right and obligation under this Agreement that applies to Grantor and Grantee shall also apply to and be binding upon their respective agents, heirs, executors, administrators, successors and assigns.

3. No Liens. Grantee shall keep Grantor’s interest in the City Open Space Areas free from any liens imposed to secure an obligation incurred by Grantee, including those arising out of any obligations incurred by Grantee for any labor or materials furnished or alleged to have been furnished at or for use on the City Open Space Areas, and shall indemnify, defend and hold Grantor harmless from all liability resulting from any lien or claim of lien arising therefrom.

4. Costs and Liabilities. Grantor shall retain all rights and responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of the City Open Space Areas, subject to the Conservation Easement and this Agreement.

5. Indemnification.
(a) Grantee and its successors and assigns shall hold harmless, indemnify, and defend the Grantor and its officials, officers, employees, agents, contractors, and representatives (collectively “Grantor Indemnified Parties”) from and against any and all liabilities, penalties, costs, losses, damages, expenses (including without limitation, reasonable attorneys’ and experts’ fees), causes of action, claims, demands, orders, liens or judgments, including, without limitation, liability arising in connection with personal injury, wrongful death or property damage (each a “Claim” and, collectively, “Claims”), arising from or in any way connected with any act, omission, condition, or other matter related to or occurring on or about the City Open Space Areas, caused by Grantee or its successors or assigns or its or their agents, contractors or employees. If any action or proceeding is brought against any of the Grantor Indemnified Parties by reason of any Claim to which the indemnification in this Subsection 5(a) applies, then at the election of and upon written notice from such Grantor Indemnified Party, Grantee and its successors and assigns shall defend such action or proceeding by counsel reasonably acceptable to the applicable Grantor Indemnified Party or reimburse the Grantor Indemnified Party for all expenses (including, without limitation, reasonable attorneys’ and experts’ fees) incurred in defending the action or proceeding. (b) Grantor and its successors and assigns shall hold harmless, indemnify, and defend Grantee and its directors, officers, employees, agents, contractors, and representatives (collectively “Grantee Indemnified Parties”) from and against any and all liabilities, penalties, costs, losses, damages, expenses (including without limitation, reasonable attorneys’ and experts’ fees), causes of action, claims, demands, orders, liens or judgments, including, without limitation, liability arising in connection with personal injury, wrongful death or property damage (each a “Claim” and, collectively, “Claims”), arising from or in any way connected with any act, omission, condition, or other matter related to or occurring on or about the City

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4 Open Space Areas, caused by Grantor or any other person other than Grantee or its successors or assigns or its or their agents, contractors or employees. If any action or proceeding is brought against any of the Grantee Indemnified Parties by reason of any Claim to which the indemnification in this Subsection 5(b) applies, then at the election of and upon written notice from such BLC Tesoro Indemnified Party, Grantor and its successors and assigns shall defend such action or proceeding by counsel reasonably acceptable to the applicable Grantee Indemnified Party or reimburse the Grantee Indemnified Party for all expenses (including, without limitation, reasonable attorneys’ and experts’ fees) incurred in defending the action or proceeding.

6. Hazardous Materials
.
(a) In Grantee’s exercise of its rights under this Agreement, Grantee agree to, and agrees to cause its employees, agents, servants, contractors, invitees, licensees and permittees to, at all times and in all respects, comply with all federal, state and local laws, ordinances, and regulations (“Hazardous Materials Laws”) relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, disposal, or transportation of any oil, flammable explosives, asbestos, urea formaldehyde, or other hazardous, toxic, contaminated, or polluting materials, substances, or wastes, including, without limitation, any “hazardous substances,” “hazardous wastes,” “hazardous materials,” or “toxic substances” under any such laws, ordinances, or regulations (collectively, “Hazardous Materials”).

(b) Without limiting Grantee’s other obligations of indemnity under this Agreement, Grantee agrees to indemnify, protect, defend, and hold the Grantor Indemnified Parties, and each of them, harmless from and against any and all claims, demands, losses, liabilities, damages, actions, judgments, costs and expenses (including reasonable attorneys’ fees and costs and expenses in connection therewith) which they, or any of them, may suffer or incur to the extent arising out of or relating to any Hazardous Materials brought onto, stored or produced at, of released or disposed of on, the Property by or for Grantee or its successor or assigns or any of it or their employees, agents, servants, contractors, invitees, licensees, or permittees. Grantee’s obligations shall include, but not be limited to, the cost of investigation, removal, remediation, restoration, and/or abatement.

7. Insurance
. Grantee shall at all times keep and maintain a policy of combined single limit bodily injury and property damage insurance insuring Grantor and Grantee against liability arising out of the use of, or the conduct of any activities on or about, the City Open Space Areas by Grantee, its officers, agents, employees, contractors, servants, licensees, invitees or permittees. Such insurance shall be a combined single limit policy for personal and bodily injury and property damage in an amount not less than $5,000,000 per occurrence. The policy shall be primary and non-contributing with any insurance maintained by Grantor. The policy shall insure performance by Grantee of its indemnity obligations under this Agreement, but the limits of such policy shall not limit Grantee’s indemnity obligations.

8. Assignment. Grantee may assign its rights and delegate its obligations under this Agreement at any time to any authorized successor of Grantee under the OSMMA.

9. Notices. All notices or other communications required or permitted under this Agreement shall be given in writing and shall be personally delivered (including by means of

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5 professional messenger service), sent by overnight courier, or sent by registered or certified U.S. mail, postage prepaid return receipt requested to the addresses set forth below. All notices sent by U.S. mail shall be deemed received five (5) days after the date of deposit with the United States Postal Service, and all notices sent by other means permitted herein shall be deemed received on the date delivered. Notice may also be given by electronic mail transmission (“E- Mail”) to any party at the respective E-Mail addresses listed below, provided that notice is also concurrently given by one of the other methods authorized above. An E-Mail delivered after 5:00 P.M. Pacific Time on any business day or anytime on the weekend or a legal holiday shall be deemed delivered on the next business day. Either of the parties may change their addresses by providing written notice thereof to the other parties in the manner set forth above without the need to amend this Agreement.

To Grantee: BLC Tesoro
c/o Newport Pacific Land
100 Bayview Circle, Suite 240
Newport Beach, CA 92660
Attn: John Patterson
Telephone: (949) 945-2290
Email: [email protected]
With a copy to: Cox, Castle & Nicholson LLP
50 California Street, 32nd Floor
San Francisco, California 94111
Attn: Clark Morrison
Telephone: (415) 262-5113
Email: [email protected]

To Grantor: City of Santa Clarita
23920 Valencia Boulevard, Ste. 300
Santa Clarita, California 91355
Attn: Kenneth W. Striplin
Tel: 661-255-4905
Email: [email protected]

10. Miscellaneous Terms.
(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard for its conflicts of law principles.

(b) Entire Agreement. This instrument together with the attached exhibits and any documents referred to herein sets forth the entire agreement of the parties with respect to the Agreement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Agreement. No alteration or variation of this instrument shall be valid or binding unless contained in an amendment signed by both parties.

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6 (c) Captions and Paragraph Headings. Captions and paragraph headings used herein are for convenience only. They are not a part of this Agreement and shall not be used in construing this Agreement.

(d) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives and successors.

(e) Drafting. The Parties agree that this Agreement is the project of joint draftsmanship and that should any of the terms be determined by a court, or in any type of quasi- judicial or other proceeding, to be vague, ambiguous and/or unintelligible, that the same sentences, phrases, clauses or other wording or language of any kind shall not be construed against the drafting party in accordance with California Civil Code Section 1654, and that each party to this Agreement waives the effect of such statute.

(f) Authorization to Record; Effective Date. Grantee is authorized to record this Agreement in the Official Records of the County of Los Angeles, State of California, and the effective date of the Agreement shall be the date on which it is so recorded.

(g) Execution in Counterparts. The parties may execute this instrument in two or more counterparts, which shall, in the aggregate, be signed by all parties; each counterpart shall be deemed an original instrument as against any party who has signed it. In the event of any disparity between the counterparts produced, the recorded counterpart shall be controlling.

(h) Survival of Indemnities. The indemnification obligations of Grantor and Grantee under this Agreement survive the expiration or other termination of the Agreement for Claims that accrue arising from or relating to matters occurring prior to the expiration or other termination of this Agreement.

[Signatures on following page]

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

GRANTOR:

CITY OF SANTA CLARITA,
a California municipal corporation

By:

Name:

Title:

APPROVED AS TO FORM:

By:

Name:

Title: City Attorney

GRANTEE:

BLC TESORO LLC,
a Delaware limited liability company

By:

Name:

Title:

By:

Name:

Title:

EXHIBITS:

Exhibit A – City Open Space Areas

8 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 )
) SS
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/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 is true and correct.

Witness my hand and official seal.

Signature _____________________________________ (Seal)

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, accur acy, or validity of that document.

State of California )
) SS
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/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 is true and correct.

Witness my hand and official seal.

Signature _____________________________________ (Seal)

1 EXHIBIT A

CITY OPEN SPACE AREAS