Staff Report — Simi Valley City Council, May 9, 2022 (part 2 of 3)

7.10 Polices to Ensure Senior Household Status of Community. DE VELOPER agrees that, in formulating the homeowner’s association (HOA), it will p l a c e i n t h e association’s rules and covenants, conditions, and restrictions (CC&R’s) that the 101
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HOA must adhere to policies and procedures that demonstrate an intent to operate as a community for Senior Households, including at a mi nimum policies that require such intent to be stated in: advertising for the f acility, if any; written rules or regulations of the HOA; the practices of the HOA; and reasonable public postings in the common areas of t he facilities representing that the community is intended for Senior Households. In addition, the association’s rules must include a requirement that the HOA provide to the City upon request, no more frequently that once every two years, a reasonable estimate by the HOA of the number of units in the community that qualify as Senior Households.

ARTICLE VIII

[Intentionally left blank]

ARTICLE IX

DISCLOSURE OF DOCUMENTS

9.1 Review of Agreements and Disclosures. DEVELOPER agrees to d isclose and review the provisions of thi s SHA with each potential buyer and their legal counsel, if requested. DEVELOPER agrees to make each sale of an SHU a condition precedent to each buye r's review, understanding of this SHA, and execution of the Buyer Affidavit of Eligibility. The requireme nts of this Section

9.1 apply to all future Buyers or owners of the Property.

9.2 Copies Provided. DEVELOPER agrees to provide each potential buyer with a copy of this SHA and the Buyer Affidavit of Eligibility, at the DEVELOPER’s expense, and agrees to require that each buyer sign a statement in typeface of not less than twelve (12) point type acknowledging that he/s he has received, read and understood the documents prior to receipt of a deposit for the purchase of a senior unit. DE VELOPER agrees that copies of the receipt statement, and age verification documents must be obtained prio r to the opening of escrow. The requireme nts of this Section 9.2 apply to all future Buyers or owners of the Property.

9.3 Future Buyers or owners are subject to all provisions of this SHA which by their terms are applicable to future Buyers or owners, in addition to the provisions of Section 12.10 through 12.20.

ARTICLE X

NON-DISCRIMINATION

10.01 DEVELOPER covenants and agrees, by and for itself, its ex ecutors, administrators and assigns and all persons claiming under or th rough DEVELOPER that there shall be no discrimination against, or seg regation of any person or group of persons on account of race, color, creed , religion, sex, sexual orientation, marital st atus, physical disability, mental condition, national origin or ancestry in the sale, transfer, use, occupancy, tenur e or enjoyment of the Runkle Canyon Development or the Project, or any part thereof.

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ARTICLE XI

REPORTING AND AUDIT REQUIREMENTS

11.1 Status Reports. From the time of commencement of construct ion of the first building until the last SHU has closed escrow, DEVELOPER agrees to provide, in such details as may reasonably be required by CITY, a Unit S ummary Report no less than quarterly, w h i c h s h a l l c o m p l e t e l y d e s c r i b e t h e a c t u a l progress of construction of the SH Us. The Report shall identify the status of each SHU using the format attached as Exhibit D to this SHA, in corporated herein by reference. DEVELOPER agrees to permit the sales offic e records to be inspected by the CITY to veri fy compliance with the terms of this SHA.

11.2 Notification of Public Report. DEVELOPER agrees that withi n thirty (30) days after receipt of the issuance of the final Public R eport from the Bureau of Real Estate of the State of California r e g a r d i n g the Runkle Canyon Development, and of any subsequent Public Report, it will notify and provide CITY with a copy of that Report.

Notification of First SHU Availa ble. DEVELOPER agrees to notify CITY at least thirty (30) days in advance of the date on which the first SHU will become available for sale.

11.3 Audit. DEVELOPER shall permit the CITY, with reasonable notice and during normal business hours, to inspect the Project to verify DEVELOP ER’s compliance with this SHA. DEVELOPER shall make available to the C I T Y , during business hours, such records as the CITY may reasonably request to verify such compliance. Should DEVELOPER fail to submit time ly reports as required by Section 11.01 above, CITY may cause an audit to be conducted at the sole expense of D EVELOPER, in addition to any other available legal remedies. DEVELO PER shall cooperate with any such audit and further agrees to make availabl e to CITY all documents rela tive to the sale of the SHUs and the Exempt Units to verify compliance with the terms of this SHA.

ARTICLE XII

MISCELLANEOUS

12.1 Notice Requirement Upon Def ault. If either party defaults or breaches any of the terms or conditions of this SHA, such party shall have thir ty (30) days after service upon it of written notice of such default or brea ch in which to cure such default or breach by rendering a performance satisfac tory to the other party unless such a delay would be futile. DEVELOPER and CITY may mutually agree to an extension of this time, provided that such Agreement is in writing.

12.2 Indemnification and Hold Harmless.

(a) DEVELOPER hereby agrees to, and shall, defend, indemnify, s ave and hold CITY and its elected and appointed boards, commissions , 103
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officers, agents and employees harmless from any and all claims , actions, costs, and liability for any damages, personal injury or death, which may arise, directly or indirectly, from DEVELOPER or DEVELOPER’s contractors’, subcont ractors’, agents’, or employee s’ operations under this SHA. However, CITY shall select the attor ney to represent the CITY, if DEVELOPER is a party, DEVELOPER’s legal counsel shall reasonably cooperate in the defense of any such action, and CITY shall promptly transmi t notice to DEVELOPER regarding the filing and service of a lawsuit r elating to this SHA, as descri bed herein, and provide a copy of any lawsuit to DEVELOPER within 30 calend ar days of service upon the CITY.. The terms of this Section shall survive any termination of this SHA.

(b) DEVELOPER shall not bring any claims, cross-claims, actions , actions or cross-complaints against the CITY, its agents, employees or representatives, arising out of any disputes between DEVELOPER and third parties as to the CITY approvals or the issuance of b uilding permits for this Project.

12.3 Not for Benefit of Third Par ties. This SHA does not create any enforceable right, cause of action, or claim in any third party. DEVELOPER, CITY o r their successors in interest shall be the sole parties who shall have standing to enforce the terms or obligations or to bring suit for damages a rising out of a breach of this SHA.

12.4 Violation of Conditions of Approval. Any violation of the conditions of any of the Project Approvals, including Sp ecific Plan SP-S-24, the Develop ment Agreement, and Planned Development Permit Modification PD-S-930 MOD#1, except for Conditions of Approval A-16 and A-17 in PD-S- 930, which are superseded by Section 25 of t he Second Amended and Restated Development Agreement, will also constitute a violation of this S H A , e x c e p t t o the extent any such conditions with respect to the DEVELOPER’S affordable housing obligations are modified by this SHA, and shall be enfo rceable as a breach hereof, as well as any other remedies available to the CITY.

12.5 Enforcement. If the DEVELOPER defaults in the performance or observation of any covenant, Agreement or obligation of the Developer set fort h in this SHA, and if such default remains uncured for a period of sixty (60) days after written notice thereof shall have been given by the CITY to the DEVELOPER, then the CITY may declare an "Event of Default" to have occurre d hereunder, and, at its option, may take any one or more of the following s teps:

(a) By mandamus or other suit, action or proceeding at law or i n equity, require the DEVELOPER to perform its obligations and covenants hereunder or enjoin any acts or things which may be u nlawful or in violation of the rights of the CITY hereunder;

(b) Have access to and inspect, examine and make copies of all of the books and records of the DEVELOPER pertaining to the Project;

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Take such other action at law or in equity as may appear necess ary or desirable to enforce the obligations, covenan ts and Agreements of the DEVELO PER.

The provisions of this Section 12.5 apply to, and are enforceab le against, all future Buyers or owners of the Property

12.6 Assignment of Agreement. This SHA shall be binding upon DE VELOPER its executors, administrators and assigns. DEVELOPER shall not assign or transfer any of its rights or obligations under this SHA without the prior written consent of the CITY and any purported assignment made without its conse nt shall be null and void for all purposes; provided, however, that CITY's consent shall not be unreasonably withheld.

12.7 Recordation of Agreement.

(a) Immediately following execution by the City and the Develop er, the City shall cause this SHA to be recorded against the Property i n the Official Records of the County of Ventura.

(b) The covenants and conditions herein contained shall apply t o and bind, during their respective periods of fee ownership, the Dev eloper and its heirs, executors, adminis trators, successors, transfere es, and assignees having or acquiring any right, title or interest in or to any part of the Property and shall run with and burden such portions of the Property until terminated in accordance with this Section. Unti l the Property is released from the burdens of this SHA, the owners o f fee title to the Property shall expr essly make the conditions and covenants contained in this SHA a part of any deed or other ins trument conveying any interest in such property.

(c) At such time as the Developer has satisfied all conditions of this SHA and is released from the burdens of this SHA, this SHA shall be deemed fully satisfied by the Developer, and the City shall promptly evidence same by executing, upon Develope r’s request, a document confirm ing the Developer’s full compliance with this SHA. Such evidence o f Developer’s full compliance will not necessary relieve Buyers o r future owners of continuing obligations under this SHA.

12.8 Covenants Run with the Land. A ll of the provisions, Agreements, rights, powers, standards, terms, covenants and obligations contained in this S HA shall be binding upon the parties and thei r respective heirs, successors (by merger, consolidation, reorg anization or otherwise), and assigns, devis ees, administrators, representatives, lessees, and all other persons a c q u i r i n g t h e Runkle Canyon Development, or the Project, or any portion there of, or any interest therein, whether by oper ation of law or in any manner whatsoever, and shall inure to the benefit of the parties and their respect ive heirs, successors and assigns. All of the provisions of this SHA, incl uding without limitation those applying to Buy ers or owners of the property s hall constitute covenants running with the land.

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12.9 Notices. Written notice, demands and communications betwee n CITY and DEVELOPER shall be deemed suffici ent if dispatched by registere d or certified mail, postage prepaid, return receipt requested to th e principal offices of CITY and DEVELOPER, the addresses of which are herei nafter set forth. Such written notices, demands and communications may be sent in the manner prescribed to each other's addresses as either party may , from time to time, designate by mail, or the same may be delivered in person t o representatives of either party upon such premises. The address es are as follows:

(a) If to CITY:

City of Simi Valley
Attn: Director of Environmental Services
2929 Tapo Canyon Road
Simi Valley, CA 93063

(b) If to DEVELOPER:

Runkle Canyon, LLC
Attn: Glen Longarini and Ron Mertzel
25152 Springfield Court, Suite 180
Valencia, CA 91355

With a copy to by mail and e-mail to:

KB Home, Attn: Legal Department
10990 Wilshire Blvd., Seventh Floor
Los Angeles, California 90024

And by e-mail to: [email protected]

Notices herein shall be deemed given as of the date of personal service or three (3) consecutive calendar days after deposit of the same in the custody of the United States Postal Service.

12.10 Waiver. Failure by a party to insist upon the strict perf ormance of any of the provisions of this SHA by the ot her party or the failure by the party to exercise its rights hereunder or upon a default by the other party herei n shall not constitute a waiver of such party's right to demand strict compliance from such other party in the future.

12.11 Severability. If any one or m ore of the provisions contained in this SHA shall for any reason be held by a court of competent jurisdiction in a final, non- appealable decision to be invalid, illegal or unenforceable in any respect, then such provision or provision s shall be deemed severable fro m the remaining provisions contained in this SHA, and this SHA shall be construed as if such invalid, illegal or unenforceable provisio n(s) had never been contained herein. In that e vent, both the City and Developer must confirm 106
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in writing, in a notice to the other party, that the remaining terms of SHA are acceptable and enforceable, and the SHA, as revised, shall be recorded with the County of Ventura, Recorder’s Office.

12.12 Caption and Pronouns. The captions and headings of the va rious Sections of this SHA are for convenience onl y, and are not be construed as confining or limiting in any way the scope or intent of the provisions he reof. Whenever the context requires or permits, the singular shall include the plural, the plural shall include the singular, and masculine, feminine and neuter shall be freely interchangeable.

12.13 Modification of Agreement. This SHA may be modified or am ended by mutual consent of all of the parties, provided that all amendments are in writing and recorded with the County of Ventura, Recorder’s Office.

12.14 Expenses. Developer shall pay City immediately upon deman d all reasonable costs and expenses incurred by City in connection with the enfo rcement or satisfaction by City of any of Developer’s obligation under this SHA.

12.15 Further A ssurances. DEVELOPER shall execute, acknowledge and deliver any other instruments and perform any other acts necessary, des irable or proper to carry out the purposes of this SHA.

12.16 Time. Time is of the essence of each term of this SHA.

12.17 Governing Law. This SHA shall be governed by, and constru cted in accordance with the laws of the State of California. DEVELOPER and all per sons and entities in any manner obligated to CITY under this SHA consent to the venue in the state court having jurisdiction where the property is lo cated and also consent to service of process by any means authorized by California law.

12.18 Joint and Several Liability. The liability of all persons and entities who are in any manner obligated under this SHA shall be joint and several.

12.19 Conflicts of Interest. No member, official or employee of the CITY shall have any personal interest, direct or indirect, in this SHA, nor shall a ny such member, official or employee par ticipate in any decision relati ng to this SHA which affects his or her personal interest or interests of any corporation, partnership or association in which he or she is directly or in directly interested. The DEVELOPER warrants that it has not paid or give n, and will not pay or give, any third party any money or other considerati on for obtaining this SHA.

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12.20 Non-liability of CITY Officials and Employees. No member, elected official, officer or employee of the CITY shall be personally liable to t he DEVELOPER in the event of any default or breach by the CITY or for any am ount which may become due to the DEVELOPER or on any obligations under the terms of this SHA. IN WITNESS WHEREOF, the Parties hereto have execut ed this Senior Housing Agreement as of the Effective Date.

Attest: City of Simi Valley, A Municipal Corporation

B y :

Ky Spangler Robert O. Huber, Mayor of the
Deputy Director/City Clerk Cit y of Simi Valley, California

Approved as to Form: Runkle Canyon, LLC
A Delaware Limited Liability Company

B y :

Lonnie J. Eldridge, City Attorney Glen Longarini, Authorized Agent Its:

Approved as to Content:

Eric J. Levitt, City Manager

Jody Kershberg
Director of Administrative Services

Peter Lyons, Director
Department of Environmental Services

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EXHIBIT A

LEGAL DESCRIPTION

Lot 208 and Parcel BD of Tract N o. 5364, in the City of Simi Va lley, County of Ventura, State of California, as per Map recorded in Book 162, pages 49 through 89, inclusive, of Maps, in the Office of the County Recorder of said County.

Except as to an undivided 50% int erest of all oil, gas, mineral s and other hydrocarbon substances in and under said l and, without, however, any right to enter on the surface or within 500 feet beneath the surface thereof, as reserved by John H. Runkle, Gena T.

Runkle, Ralph W. Runkle, James V. Runkle, Easter I. Runkle, Mar y A. Heflin, as Executrix of the Will of Cowan A. Heflin, deceased, Mattie B. R unkle, Dewey R. Runkle, Marjorie E. Brown, Barbara C. Kelley, Beverly A. Speight, Rober t E. Lane, Stanley P.

Carter and Keith D. Lane, in deed recorded December 3, 1979, in Book 5553, Pages 1 and 27 of Official Records.

Except from a portion of said land an undivided 50% of all oil, gas, minerals and other hydrocarbon substances in and u nder said land, without, however , any right to enter on the surface or within 500 feet beneath the surface thereof, as reserved by John H.

Runkle, Gena T. Runkle, Ralph W. Runkle, James V. Runkle, Easte r I. Runkle, Mary A.

Heflin, Henry L. Gates, Irene R. Gates, Mary A. Heflin, as Executrix of the Will of Cowan A. Heflin, deceased, Mattie B. Runkle, Dewey R. Runkle, Marjori e E. Brown, Barbara C.

Kelley, Beverly A. Speight, Robert E. Lane, Robert T. Lane, Sta nley P. Carter and Keith D. Lane, in deed recorded Decem ber 6, 1979 in Book 5555, Page 2 11 of Official Records.

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EXHIBIT B

LIST OF PROPERTY’S DEVELOPMENT APPROVALS

1. Tentative Tract Map No. TT5364 and Planned Development Permi t PD-S-930 approved per City Council Resolution No. 2004-43;

2. Planned Development Permit PD-S-930 Modification PD-S-930 MO D#1 approved per Planning Commission Resolution No. SVPC 09-2013;

3. Planned Development Permit Modification PD-S-930 MOD#2 appro ved per Planning Commission Resolution No. SVPC 07-2015;

4. Runkle Canyon Specific Plan, SP-S-24 approved per City Council Ordinance No. 1057;

5. Second Amended and Restated Deve lopment Agreement (DA-04-01 AMD#2; and,

6. All other entitlem ent approvals for development of the Prope rty, including but not limited to all CEQA compliance documents certified or approved b y t h e C i t y .

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ORDINANCE NO. 1261

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY

OF SIMI VALLEY APPROVING DEVELOPMENT
AGREEMENT AMENDMENT DA- 04-01 AMD#2 ,

AFFORDABLE HOUSING AGREEMENT/SENIOR
HOUSING AGREEMENT AMENDMENT AH-O-47 AMD#2,

AND REUSE OF THE CERTIFIED FINAL

ENVIRONMENTAL IMPACT REPORT AND ADDENDUM

FOR THE RUNKLE CANYON (WOODLANDS) PROJECT

WHEREAS, pursuant to the provisions California Government Code Section 65868 and the 2004 Simi Valley Municipal Code, the applicant, Runkle Canyon, LLC, has requested approval of Amendments to the Development Agreement DA- 04-01 to increase the Public Facility Fee and Affordable Housing Agreement AH-O- 47 to allow a fee in-lieu of providing 62 affordable units within the senior condominium development of the approximate ly 1,595-acre Runkle Canyon (Woodlands) project, located at the south terminus of Sequoia and Talbert Avenues; and

WHEREAS, pursuant to the requirements of the California Environmental Quality Act (CEQA), the City Council of the City of Simi Valley adopted Resolution No. 2004-41 on April 26, 2004, certifying the Runkle Canyon Final Environmental Impact Report (FEIR) for the Runkle Canyon project; and

WHEREAS, an Addendum to the Runkle Canyon FEIR was prepared pursuant to Section 15164(a) of the CEQA Guidelines, and, on August 13, 2012, the City Council approved the Addendum; and,

WHEREAS, on July 27, 2016, the Planning Commission of the City of Simi Valley held a public hearing and recommended approval of the Development Agreement Amendment DA-04-01 AMD#2 and reuse of the Final Environmental Impact Report and Addendum for the Runkle Canyon (Woodlands) project.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SIMI
VALLEY DOES ORDAIN AS FOLLOWS:

SECTION 1. The findings for reuse of the Final EIR and Addendum for the Runkle Canyon project for DA- 04-01 AMD#2 and AH-O-47 AMD#2 , contained in Planning Commission staff report dated July 27, 2016, and incorporated herein by reference, are hereby approved.

SECTION 2. The findings, for approval, for DA-04-01 AMD#2, contained in the Planning Commission staff report dated July 27, 2016, and incorporated herein by reference, are hereby approved.

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SECTION 3. Pursuant to the State Density Bonus Law (Government Code Section 65915) ("DBL"), a senior housing project may be entitled to a density bonus. As the senior portion of the project includes 138 units, a density bonus of 20% is required under the DBL, and, notwithstanding any prior ordinance of the City of Simi Valley, the City hereby grants an additional density bonus of 12.9%, for a total density bonus of 32.9%, consistent with Sections 65915(b)(1)(C), (f)(3) and (n) of the California Government Code.

SECTION 4. Developm~nt Agreement Amendment DA .. 04-01 AMD#2, as specified in Exhibit A, attached hereto, is hereby approved.

SECTION 5. Affordable Housing Agreement/Senior Housing Agreement Amendment AH-0-47 AMD#2, as specified and attached hereto as Exhibit H of DA-04- 01 AMD#2, is hereby approved.

SECTION 6. The City Clerk shall cause this ordinance or a summary hereof to be published in a newspaper .of general circulation, published in the County of Ventura and circulated in the City, and if applicable, to be posted, in accordance with Section 36933 of the California Government Code; shall certify to the adoption of this ordinance and shall cause a certified copy of this ordinance, together with proof of publication, to be filed in the Office of the Clerk of this City.

SECTION 7. This ordinance shall go into effect and be in full force and effect at 12:01 a.m. on the thirty-first (31st) day after its passage.

PASSED and ADOPTED this 29th day of August 2016.

Attest:

Approved as to Form:
-
Lonnie J. Eldridge, City Attorney
Peter Lyons, Director
Department of Environmental Services
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I, Deputy Director/City Clerk of the City of Simi Valley, California, do hereby certify that the foregoing OrdinanceNo. 1261 was introduced on August 15, 2016 and adopted by the City Council of the City of Simi Valley, California, at a regular meeting thereof held on the 29th day of August 2016 by the following vote of the City Council:

AYES:

NAYS:

ABSENT:

ABSTAINED:

Council Members Judge, Sojka, Becerra, Mayor Pro Tern
Mashburn and Mayor Huber
None
None
None
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Simi Valley, California, this 13th of September 2016.

KySJ)gler
Deputy Director/City Clerk
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Simi Valley
Attn. City Clerk
2929 Tapo Canyon Road
Simi Valley, CA 93063
ORD. NO. 1261
llllllllllllll Ill llllllllll II IIIIIIIII I II II II
20161007-00146904-0 1/45
Ventura County Clerk and Recorder
MARK A. LUNN
10/07/2016 11:19:44 AM
1118904 $.00 VA
[Space above for recorder's use.]
This document is recorded for the
benefit of the City of Simi Valley and
therefore is exempt from the payment of
a recording fee pursuant to Government
Code Sections 6103 and 27383.

SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT (DA-04-01 AMD#2) BETWEEN THE CITY OF SIMI VALLEY AND RUNKLE CANYON, LLC This Second Amended and Restated Development Agreement ("Agreement" or "DA-04-01 AMD#2") is entered into by and between the CITY OF SIMI VALLEY, a municipal corporation ("City"), and RUNKLE CANYON, LLC, a Delaware Limited Liability Company and any successors or assigns ("Developer"), each a "Party," and collectively "Parties," on August 29, 2016 (the "DA-04-01 AMD#2 Effective Date"), pursuant to the authority of California Government Code Sections 65864 et seq.

RECITALS
A. The Legislature of the State of California adopted the Development Agreement Legislation (Government Code Sections 65864 et seq.) which authorizes City to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property in order to, among other things: encourage and provide for the development of public facilities in order to support development projects; provide certainty in the approval of development projects in order to avoid a waste of resources and escalation in project costs and encourage an investment in and commitment to comprehensive planning which ,will make maximum efficient utilization of resources at the least economic cost to the public; and provide assurance to the applicants of development projects that they may proceed with their projects in accordance with existing policies, rules and regulations, subject to the conditions of approval of such projects and provisions of such development agreements.

B. Pursuant to City's police powers, City is authorized to enter into binding agreements with person having legal or equitable interests in real property.

C. Developer is the owner in fee or has valid options to acquire, certain real property situated in or adjacent to the City of Simi Valley, County of Ventura (hereinafter "County"), State of California, consisting of approximately 1,596 acres ("Property") described in Exhibit "A" and depicted on the Site Map Exhibit "B" attached hereto and · incorporated herein by this reference. ·
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D. Developer desires to develop the Property as residential development and as open space and recreational uses as described in the Specific Plan.

E. In preparing and adopting the City of Simi Valley General Plan (“General Plan”), which allows a maximum of 700 units for the Property, City considered the health, safety and general welfare of the City’s and region’s residents and prepared a Final Environmental Impact Report for the Project. Without limiting the generality of the foregoing, in preparing and adopting the Specific Plan and in granting the Development Approvals, the City Council carefully considered and determined the existing and projected needs of the City for water service, sewer service, storm drains, flood control, electrical facilities, traffic/circulation improvements, police and fire services, and similar improvements, facilities and services.

The General Plan defined in this paragraph is the
plan in effect at the time of the Operative Date of Development Agreement No. DA-04-

01. F. The City Council, in furtherance of the development of the Project has approved the Specific Plan and the Development Approvals.

The proposed Agreement is consistent with the objectives, policies and programs specified in the General Plan of the City;

H. The proposed Agreement is compatible with the uses authorized in, and the regulations prescribed for the zone in which the real property is located;

I. The proposed Agreement will not be detrimental to the health, safety and general welfare of the general public; and

J. The proposed Agreement will promote the orderly development of property and the preservation of property values in accordance with good land use practices.

K. In accordance with Government Code Sections 65864 et seq., City has adopted Chapter 9 of Title 9 of the Simi Valley Municipal Code, incorporated herein by reference, establishing rules, regulations, procedures and requirements, for consideration of development agreements.

L. The Planning Commission of City, after a duly noticed public hearing on April 7, 2004, considered and recommended approval of Development Agreement No.

DA-04-01, in conjunction with the Development Approvals.

M. The City Council of City, after a duly noticed public hearing on April 26, 2004, considered and introduced for first reading Ordinance No. 1058 approving Development Agreement No. DA-04-01 in conjunction with the Development Approvals.

On May 10, 2004, the City Council passed and adopted Ordinance No. 1058 approving DA-04-01. DA- 04-01 was recorded on May 26, 2004, as Document No. 20040526- 0147236 in the Official Records of the Office of the Recorder of the County of Ventura.

N. Pursuant to Section 4 of the Agreement, an Assignment and Assumption of Development Agreement No. DA- 04-01 by Assignor Developer GreenPark Runkle Canyon, LLC, to Assignee Runkle Canyon, LLC, a Delaware limited liability company, dated August 4, 2005, was recorded on November 8, 2005, as Instrument No. 115
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20051108-0274668 in the Official Records of the Office of the Recorder of the County of Ventura County, and consented to by the City per the Consent of the City, dated August 15, 2005. This Assignment to Runkle Canyon, LLC, is incorporated herein.

O. Pursuant to Section 20 of the Agreement, the City Manager of City and the Developer mutually agreed on December 4, 2005, to 1) amend Section 7 of the Agreement to require that no grading take place until the City Council approved staff issuance of the grading permit and 2) amend Section 24 to require the expiration date of the project’s Planned Development Permits be extended to the end of the Agreement’s Term. The City Manager and the Developer also mutually agreed on June 6, 2011 to amend Exhibit C, Part II(A)(1) in its entirety to require that approval of all Modification s to the Planned Development Permit be obtained for the project by the end of the Agreement’s Term. These amendments to the Agreement are incorporated herein.

P. The City Council of City, after a duly noticed public hearing on July 16, 2012, considered and introduced Ordinance No. 1197 for first reading, and, on August 13, 2012, adopted Ordinance No. 1197 approving DA- 04-01 Amendment No. 1 to amend Section 3 of the Agreement to extend the Term for five years. This amendment to the Agreement is incorporated herein.

This Second Amended and Restated Development Agreement (DA- 04-1 AMD#2) incorporates changes to allow the Developer to provide additional contributions to the City for specified purposes. This Agreement also includes a Second Amended and Restated Affordable Housing Agreement/Senior Housing Agreement which is attached hereto and incorporated by reference as Exhibit “H”, which sets forth a payment by Developer in-lieu of providing 62 affordable dwellings for low income senior households pursuant to Resolution No. 2003-70. The Second Amended and Restated Affordable Housing Agreement/Senior Housing Agreement further includes an additional density bonus provided to Developer due to a qualifying senior housing project.

R. City hereby finds and determines that this Agreement, as approved by the City Council, is consistent with the General Plan and the Specific Plan and that this Agreement, is consistent with the Development Approvals.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other considerations, the value and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. INCORPORATION OF RECITALS. The parties agree the foregoing Recitals are true and correct and incorporated into this Agreement.

1.1 DEVELOPMENT APPROVALS AND PROPERTY SUBJECT TO
THIS AGREEMENT. All of the Development Approvals and the Subject Property shall be subject to this Agreement. The permitted uses, the density and intensity of use, the location of uses, the maximum height and size of proposed buildings, and other standards of project design applicable to the Property shall be those set forth in the Existing Development Regulations and Development Approvals. The City hereby agrees that the land uses set forth in this Agreement are approved or will be approved pursuant to the terms of this Agreement. The EIR was prepared for the Project and was certified by the City Council. The Project site is to be developed in phases pursuant to the Specific Plan.

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2. DEFINITIONS. The following words and phrases are used as defined terms throughout this Agreement, and each defined term shall have the meaning set forth below.

2.1 “Annexation Date” shall mean the date that the Property annexation receives final approval from the Ventura County LAFCO board.

2.2 “Applicable Rules” shall mean those rules, regulations, and standards in effect upon the Approval Date.

2.3 “Approval Date” shall mean a date thirty (30) days after the approval of original agreement DA-04-01 by the City Council per Ordinance No. 1058.

2.4 “Development Approvals” shall mean all other approvals which were authorized, accepted or certified by the City in conjunction with the Agreement , including, but not limited to the Tentative Tract Map, Planned Development Permit and Modifications thereto, and Conditional Use Permit as listed in Exhibit G.

2.5 “Planned Development” or “PD” shall mean a Planned
Development Permit.

2.6 “Operative Date” shall mean pursuant to Government Code Section 65865(b) that the Agreement shall not become operative unless annexation proceedings annexing the property into the City are completed within two (2) years after approval of the project. The Operative Date, as used in this Agreement, is December 6, 2004, when the annexation of the Property to the City became effective.

2.7 “Project” shall mean all the Development Approvals and uses of Property subject to the terms and public benefit of the Agreement.

2.8 “Property” shall mean that certain real property described in Exhibit “A” and depicted on Exhibit “B” to this Agreement.

2.9 “RBPAS” shall mean the City’s Residential Building Permit Allocation System.

2.10 “SOAR” shall mean the Save Open-Space and Agricultural Resources City Urban Restriction Boundary initiative measure adopted by the voters on November 3, 1998.

City finds that a term of such duration is reasonably necessary to assure City of the 117
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realization of the public benefits from the Project. In establishing and agreeing to such term, City has determined that this Agreement incorporates sufficient provisions to permit City to monitor adequately and respond to changing circumstances and conditions in granting permits and approvals and undertaking actions to carry out the Project.

This Agreement shall terminate and be of no force and effect upon the occurrence of the entry of a final judgment or issuance of a final order, after exhaustion of any appeals, directed against City as a result of a lawsuit filed against City to set aside, withdraw or abrogate the approval by the City Council of City of this Agreement.

4. ASSIGNMENT. The rights of Runkle Canyon, LLC, a Delaware general partnership under this Agreement may not be transferred or assigned unless the written consent of the City is first obtained. Such consent shall not be unreasonably withheld.

Following an approved assignment or transfer of any of the rights and interests of Developer set forth in this Agreement, the assignee’s exercise, use, and enjoyment of the Property shall continue to be subject to the terms of this Agreement to the same extent as if the assignee or transferee were Developer.

Upon the written consent of City to the partial or complete assignment of this Agreement and the express written assumption of such assigned obligations of Developer, under this Agreement by the assignee, Developer shall be relieved of its legal duty to perform the assigned obligations set forth in this Agreement, except to the extent Developer is in default hereunder prior to said transfer.

5. EFFECT OF AGREEMENT ON LAND USE REGULATIONS. The parties hereby agree that, for the term of this Agreement, the rules, regulations and official policies governing the design, improvement and construction standards and specifications applicable to development of the Property shall be those rules, regulations and official policies in force at the time of the Operative Date, except Developer shall be subject to the uniform codes procedural regulations, construction specifications, City processing fees and development fees which are in effect at the time of payment of the fees and other exceptions specified in this Agreement.

The City may apply, in subsequent actions concerning the Property, new rules, regulations and policies with respect to the Property provided that they do not in any way conflict with or modify the existing rules, regulations and official policy applicable to the Property.

This Agreement shall not prevent the City from denying or conditionally approving any subsequent development project application submitted for other real property, which is not the subject of this Agreement, on the basis of existing or new rules, regulations and policies.

In the event that any subsequent change in the laws or regulations of a federal or state agency prevents or precludes compliance with one or more provisions of this Agreement, such provision shall be modified or suspended only to the extent necessary to comply with such new federal or state law or regulation.

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6. EXHIBITS. Exhibits to this Agreement are as follows:

Exhibit “A” Legal Description of Property.

Exhibit “B” Site Plan of Property.

Exhibit “C” Consideration and Development Schedule.

Exhibit “D” Prioritization Criteria.

Exhibit “E” Grant of Conservation Easement.

Exhibit “F” Runkle Ranch Open Space/Management Plan.

Exhibit “G” List of Property’s Development Approvals
Exhi
bit “H” Second Amended and Restated Affordable Housing
Agreement (“Senior Housing Agreement”) (AH-O-47
AMD#2)

7. TIMING OF DEVELOPMENT. The timing of development shall be in accordance with the Development Schedule shown in Exhibit “C” and attached here to, provided that no grading shall take place on the site until the City Council approves staff’s issuance of a grading permit.

8. ALLOCATION GRANTS . RBPAS and SOAR. The Property’s Development Approvals shall provide additional public benefits that advance the purposes of the RBPAS and SOAR as follows:

a. Senior Affordable Housing. In compliance with the requirements of the RBPAS, and the Prioritization Criteria identified in Exhibit D (Resolution No. 2003- 70), for placement in the Development Agreement Queue, Developer shall pay an in- lieu fee for ninety-two (92) income eligible senior households in accordance with the Second Amended and Restated Affordable Housing Agreement/Senior Housing Agreement (AH-O-47 AMD#2) between the Developer and City identified in Exhibit H.

b. Air Quality. Developer shall undertake all the possible Air Quality mitigation measures identified in Exhibit D, the Prioritization Criteria, in order to maximize all possible point scores.

c. Hillside Protection. Developer shall grant and convey a Conservation Easement, as described in Exhibit “E”, 1150 acres of Public Open Space, as described in Exhibit C and undertake the Hillside Protection mitigation measures specified in the Development Approvals.

9. PROJECT DEVELOPMENT STANDARDS. Pursuant to Section 65865.2 of the California Government Code, the permitted uses, the density and intensity of use, the maximum height and size of proposed buildings and provisions for reservation and dedication of land for public purposes shall be as contained in the Development Approvals and the applicable rules incorporated herein by reference.

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notwithstanding any other provision set forth herein, this Agreement is not intended to vest Developer’s right to the issuance of such permit or approval nor to restrict City’s exercise of discretion with respect thereto. Not by way of limitation of the foregoing, it is specifically understood that City reserves the right to amend, pursuant to procedures provided by law and this Agreement, the Specific Plan and other City laws, rules, regulations, and policies applicable to the Property as to which Developer’s rights are not expressly vested and such amendment or amendments shall be binding on the Property except to the extent that the same conflict with the express provisions of this Agreement.

11. PUBLIC BENEFITS. The parties acknowledge and agree that Project will result in substantial public needs which will not be fully met by the Development Approvals and further acknowledge and agree that this Agreement confers substantial private benefits on Developer which should be balanced by commensurate public benefits. Accordingly, this Agreement provides consideration to the public in order to balance the private benefits conferred on Developer.

Under this Second Amended and Restated Development Agreement the Developer will provide a new public benefit consisting of a contribution of three million nine hundred thousand dollars ($3,900,000) to the City for public improvements, public services, and community amenities as set forth in Exhibit C, Part 1.A(2), pursuant to Government Code Sections 65865(e) and 66006.

12. COVENANTS RUN WITH THE LAND. All of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Agreement shall be binding upon the Parties and their respective heirs, successors (by merger, consolidation, or otherwise) and assigns, devisees, administrators, representatives, lessees, and all other persons or entities acquiring the Subject Property, any lot, parcel or any portion thereof, or any interest therein, whether by sale, operation of law or in any manner whatsoever, and shall inure to the benefit of the Parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns. All of the provisions of this Agreement shall be enforceable during the Term as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, but not limited to Section 1468 of the Civil Code of the State of California. Each covenant to do or refrain from doing some act on the Subject Property hereunder, or with respect to any City owned property or property interest: (i) is for the benefit of such properties and is a burden upon such property, (ii) runs with such properties, and (iii) is binding upon each party and each successive owner during its ownership of such properties or any portion thereof, and each person or entity having any interest therein derived in any manner through any owner of such properties, or any portion thereof, and shall benefit each party and its property hereunder, and each other person or entity succeeding to an interest in such properties.

13. CONSTRUCTIVE NOTICE AND ACCEPTANCE. Every person who no w or hereafter owns or acquires any right, title, or interest in or to any portion of the Project or the Property is and shall be conclusively deemed to have consented and agreed to every provision contained herein, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Project or the Property.

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14. CONSIDERATION AND DEVELOPMENT SCHEDULES. The parties hereby agree to the Consideration and Development Schedules set forth in Exhibit “C” hereto.

15. COOPERATION. The mutual undertakings and assurances described in this Agreement are for the benefit of City and Developer and promote comprehensive planning, private and public cooperation and participation in the provision of public facilities, and the effective and efficient development of infrastructure and facilities supporting development. City and Developer agree that they will not take any actions which are intended to circumvent this Agreement.

16. DEFAULT OF DEVELOPER. Developer shall be in default under this Agreement upon the occurrence of one or more of the following events or conditions:

(a) If a material warranty, representation or statement was made or furnished by Developer to the City with respect to this Agreement which was known to be false in any material respect when it was made.

(b) A finding and determination by the City Council, made following a periodic review under the procedures provided under Government Code Section 65865.1, that upon the basis of substantial evidence Developer has not complied in good faith with one or more of the material terms or conditions of this Agreement.

(c) City may at its discretion, refuse to issue a building permit for any structure within the geographical confines of the Property if Developer has failed and refuses to complete any requirement enumerated therefore in accordance with the terms of this Agreement. No building permit shall be issued or building permit application accepted for the building shell of any structure on Property if the permit applicant owns or controls any property subject to this Agreement, and if such applicant or any entity or person controlling such applicant is in default of the terms and conditions of this Agreement.

17. DEFAULT OF CITY. The City shall be in default under this Agreement if it imposes upon Developer rules, regulations or official policies governing the permitted uses, density, maximum height and size of proposed structures, and reservations (dedications) of land for public purposes of the Property or the design, improvement and construction standards and specifications applicable to the development of the Property, which are not substantially the same as those rules, regulations and official policies in effect at the time of the Agreement Date, except as otherwise expressly permitted herein.

The City shall not be in breach of this Agreement by reason of any subsequent changes of laws or regulations by the electorate or by another local agency not created or controlled by the City which prevents or precludes compliance by the City/Developer, with this Agreement.

18. OTHER DEFAULT PROVISIONS. The City shall not be deemed to have waived any claim of default by Developer if, upon periodic review, the City fails to modify or terminate this Agreement based upon such purported default.

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Non-performance shall not be excused because of an act or omission of any person not a party to this Agreement.

The adoption of a law or other governmental activity, which is consistent with this Agreement, making performance by Developer unprofitable or more difficult or more expensive shall not excuse the performance of Developer herein.

19. DAMAGES UPON DEFAULT; SPECIFIC PERFORMANCE. The only damage available to Developer in the event of default by City is that of Specific Performance.

All of the terms of this Agreement shall be specifically enforceable by either party hereto.

20. AMENDMENT OF THIS AGREEMENT. Except as otherwise permitted herein, this Agreement may be amended only by the mutual consent of the parties or their successors- in-interest, in the manner set forth in California Government Code Section 65865.1, 65867.5, and 65868. No change, modification, revision or alteration may be made in the Planned Development Permit without review and approval by those agencies of the City which approval is presently required under the existing rules or procedures of the City. A change, modification, revision or alteration in the Planned Development Permit shall not be effective until the parties hereto amend this Agreement to specifically incorporate it. However, any amendment which does not relate to the term, permitted uses, density or intensity of use, height, or size of buildings, provisions for reservation and dedication of land, or monetary contribution by Developer shall not require notice of or a public hearing and can be approved by the City Manager.

If the Developer requests to have later enacted rules or policies, rather than existing policies, rules or regulations applied to the Project, this may require an amendment to the Agreement, unless the change is insignificant.

21. HOLD HARMLESS. Developer hereby agrees to, and shall, defend, indemnify, save and hold City and its elected and appointed boards, commissions, officers, agents, and employees harmless from any and all claims, actions, costs, and liability for any damages, personal injury or death, which may arise, directly or indirectly, from Developer or Developer’s contractors’, subcontractors’, agents’, or employees’ operations under this Agreement. However, City shall select the Attorney to represent the City and shall control the lawsuit or other legal action. The terms in this Section shall survive any termination of this Agreement.

22. OPERATING MEMORANDA. The provisions of this Agreement require a close degree of cooperation between City and Developer and the refinements and further development of the Project may demonstrate that clarifications are appropriate with respect to the details of performance of City and Developer. If and when, from time to time, during the term of this Agreement, City and Developer agree that such clarifications are necessary or appropriate, they shall effectuate such clarifications through operating memoranda approved by City and Developer, which, after execution, shall be attached hereto, and may be further clarified from time to time as necessary with future approval by City and Developer. No such operating memoranda shall constitute an amendment to this Agreement requiring public notice or hearing. The City 122
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Attorney shall be authorized to make the determination as to whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such a character to constitute an amendment hereof pursuant to Section 20. Upon such a finding, the City Manager may execute any operating memoranda hereunder without City Council action.

23. IMPOSITION OF COVENANT OF EASEMENT BY ORDINANCE .

Nothing herein shall preclude the City from acting pursuant to Government Code Sections 65870 et seq. in furtherance of implementing this Agreement.

24. TENTATIVE TRACT MAP EXTENSION. Pursuant to Government Code Section 66452.6(a), the term of any tentative map for any subdivision shall automatically be extended for the term of this Agreement. The term for any previously approved Planned Development Permit (PD), Conditional Use Permit (CUP), or Modification thereto, or the time limits for when future PD’s, CUP’s, or Modification’s must be approved by the City, may be extended by the City Manager, for any period of time up to and including the term of this Agreement.

25. TIMING OF DEVELOPMENT. The Parties acknowledge that Developer cannot at this time predict when or the rate at which phases of the Property will be developed. Such decisions depend upon numerous factors which are not within the control of Developer, such as market orientation and demand, interest rates, absorption, completion and other similar factors. Since the California Supreme Court held, in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, that the failure of the parties in that case to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties’ agreement, it is the parties’ intent to cure that deficiency by acknowledging and providing that Developer shall have the right to develop the Property in such order and at such rate and at such times as Developer deems appropriate within the exercise of its subjective business judgment, including with respect to single-family and senior housing units to be developed as part of the project. The timing or phasing requirements set forth in the Development Approvals with respect to the senior housing units, specifically Conditions of Approval A-16 and A-17, are superseded by this Section 25. Any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of development of the property, shall be deemed to conflict with the Development and/or this Agreement, and therefore shall not be applicable to the development of the Property.

26. MISCELLANEOUS PROVISIONS .

(a) City and Developer intend that this Agreement, approved and executed as an exercise of the City’s police power and pursuant to the authority of the Development Agreement Legislation, shall become operative, and be in full force and effect on the Operative Date and govern the intent and obligations of the parties hereto with respect to the Property’s development in the City.

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(b) It is specifically understood and agreed by and between the parties hereto that the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement.

No partnership, joint venture or other association of any kind is formed by this Agreement.
(c) The captions of this Agreement are for convenience and reference only and shall in no way define, explain, modify, construe, limit, amplify or aid in the interpretation, or meaning of any of the provisions of this Agreement.

No parol evidence of any prior or other agreement shall be permitted to contradict or vary the terms of this Agreement.

(e) This Agreement is not intended to alter the obligations of the parties under any other contracts existing between them, whether signed before, after, or in conjunction with this Agreement.

(f) This Agreement, including, without limitation, its existence, validity, construction and operation, and the rights of each of the parties shall be determined in accordance with the laws of the State of California.

(g) This Agreement is not intended, nor shall it be construed, to create any third-party beneficiary rights in any person who is not a party, unless expressly otherwise provided.

(h) Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party’s right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter.

(i) If any provision of this Agreement shall be held to be invalid by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, unless the court shall specifically find that the invalid part is so fundamental and essential to the understanding of the parties that the entire Agreement shall be invalidated.

(j) The time limits set forth in this Agreement may be extended or shortened by mutual written consent of the parties.

(k) Pursuant to Government Code Section 65867.5, any tentative map prepared for any subdivisions of Project shall comply with the provisions of Government Code Section 66473.7 relating to the availability of water supply.

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27. AUTHORITY TO EXECUTE. Developer warrants and represents that (i) Developer is duly organized and existing, (ii) it is duly authorized to execute and deliver this Agreement, (iii) by so executing this Agreement, Developer is formally bound to the provisions of this Agreement, (iv) Developer’s entering into and performance of its obligations set forth in this Agreement does not violate any provision of any other Agreement to which Developer is bound, and (v) there is no existing or threatened litigation or legal proceeding of which Developer is aware which could prevent Developer from entering into or performing its obligations set forth in this Agreement.

28. NOTICE. All notices, demands, requests, elections, approvals, disapprovals, consents or other correspondence and communications between City and Developer under this Agreement shall be in writing and shall be given by personal delivery, certified mail or telegram. Notice by personal delivery shall be deemed effective upon the delivery of such notice to the party for which it is intended at the address set forth below.

To City: CITY OF SIMI VALLEY
2929 Tapo Canyon Road
Simi Valley, California 93063

To Property Developer: Runkle Canyon, LLC
Glen Longarini and Ron Mertzel
25152 Springfield Court, Suite 180
Valencia, CA 91355

` and a copy by mail to:

KB Home, Attn: Legal Department,
10990 Wilshire Blvd., Seventh Floor, Los
Angeles, California, 90024

And by e-mail to: [email protected]

Such written notices, demands, correspondence and communications may be directed in the same manner to such other persons and addresses as either party may from time to time designate by notice given in accordance with this Section.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

Attest: City of Simi Valley, A Municipal Corporation
Ky Sp ler
By:

Deputy Director/City Clerk
Approved as to Form:

By:
/ Glen Longarini, Authorized Agent
Peterlyons,Direcor
Department of Environmental Services
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

ACKNOWLEDGMENT
State of California
County of Ventura
)
)
On. ___ .........;:S=e=p=te=m=b=e=r-=2=7_,_, =2=01.:...;6=-----before me, Julia Fritz, Notary Public (insert name and title of officer)
personally appeared ____ __a..,:R=o=be=rt...=....;;::0...;... -'-H=u=b=e=--r ------------- who proved to me on the basis of satisfactory evidence to be the person(s) whose name{&) is/Sfe subscribed to the within instrument and acknowledged to me that he/~ executed the same in his/oo,;~ authorized capacity(feS), and that by his/oo,;/~ signature(&) on the instrument the person{&), or the entity upon behalf of which the person{&) acted, executed the instrument.

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

WITNESS my hand and official seal.
&--~-------~----- ---J. JULIA FRITZ • I. Commission ti 2109155 ~ i Notary PubUc • Ctllfornia
Vtnlura County ..

I. 0 0 0 0 Jt t0T'n· "'rt• fer v..2i1&(
Signature ~ ~ (Seal)
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

ACKNOWLEDGMENT
State of California
County of Ventura
)
)
personally appeared Glen Longarini
who proved to me on the basis of satisfactory evidence to be the person¢) whose name(f) isf.efe subscribed to the within instrument and acknowledged to me that he/sneltl,ey executed the same in his/her,'1:11eir authorized capacity~, and that by his/herltheir signature~· on the instrument the person~, or the entity upon behalf of which the person~ acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ~ .. ~,,_,,~-- (Seal)
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EXHIBIT “A”

LEGAL DESCRIPTION OF PROPERTY

Real property in the City of Simi Valley, County of Ventura, State of California, described as follows:

All of the subdivision within the City of Simi Valley, County of Ventura, State of California being a subdivision of Tract 5364-1 through 3, as recorded in Book 162, Pages 31 to 89, and Tract 5364-4 as recorded in Book 163, Pages 6 to 30, inclusive, of Maps in the Office of the County Recorder of said County.

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EXHIBIT “B”

SITE PLAN OF PROPERTY

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EXHIBIT “C”

CONSIDERATION AND DEVELOPMENT SCHEDULE

Part I: Consideration Schedule

Developer shall deliver to City the following consideration under this Agreement:

A(1). Public Facility Contribution. Developer shall pay City an amount equal to four million two hundred eighty nine thousand two hundred fifty dollars ($4,289,250) ($10,750 per unit), subject to adjustment as provided below, for the three hundred and ninety-nine (399) market rate building permits for the Project applied for by Developer.

The Public Facility Contribution shall be adjusted upward once every twelve months from the Development Agreement Date by an amount equal to the percent increase of the Consumer Price Index (CPI) in the Los Angeles – Long Beach CPI from the Development Agreement Date to the most recently published period with a minimum annual increase of two percent (2%) of the fee due for each building permit. Except for the Advance Payment described in Section C below, the Public Facility Contribution shall be paid at the time of Zoning Clearance approval by the Department of Environmental Services for each of the additional 353 market rate units [461 – 62 affordable units – 46 units in Advance Payment = 353 additional market rate units].

A(2). Public Improvements , Public Services, and Community Amenities Contribution. Developer shall also pay City an amount equal to three million nine hundred thousand dollars ($3,900,000), which shall be deposited in a trust fund used b y the City for public facilities, including public road improvements; public services and improvements for senior center facilities and activities; transit expenses, fees and community amenities, such as bus shelters; and the maintenance, repair, operation , programming, salaries and services related to all of the foregoing, whether one-time or recurring; and other related public facilities. The contribution shall be based upon the 131
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following schedule: first payment of nine hundred seventy-five thousand dollars ($975,000) upon the building permit issued for the seventy-fifth (75 th) unit on the Property; second payment of nine hundred seventy-five thousand dollars ($975,000) for the building permit of the one hundred fiftieth (150 th) unit on the Property; third payment of nine hundred seventy-five thousand dollars ($975,000) upon the building permit issued for the two hundred and twenty-fifth (225 th) unit on the Property; fourth payment of nine hundred seventy-five thousand dollars ($975,000) upon the building permit issued for the two hundred and seventy-fifth (275th) unit on the Property; or all payments shall be made no later than five (5) years following the DA-04-01 AMD#2 Effective Date, whichever occurs first. The City shall not issue building permits for more than seventy- four 74 units on the Property prior to the Developer’s first payment of the $3,900,000 Public Facility Fee.

B. Sequoia Avenue Improvements. In addition to, but concurrent with the payment of the Public Facility Contribution, Developer shall pay to City one hundred thousand dollars ($100,000) to be deposited in a trust fund for the future improvements to Sequoia Avenue, Talbert Avenue, Corto Street, Fitzgerald Road, and other streets connecting to Sequoia Avenue south of Royal Avenue, that may be required to address traffic impacts resulting from the Project. The payment for these improvements shall be made at the same time, and in the same proportion, as the Public Facility, at the rate of one thousand dollars ($1,000) per unit, provided, however, that the total amount due under this paragraph shall have been paid in full at the time of approval of the Zoning Clearance for the 100th unit.

C. Advance Payment of Public Facility Contribution. Developer shall advance payment to City, 180 days after the Annexation Date, or issuance of the first Zoning Clearance, whichever comes first, in the amount of four hundred ninety four 132
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thousand five hundred dollars ($494,500) of the total Public Facility Contribution for the first 46 market rate units (collectively referred to as the “Advance Payment”). The Advance Payment shall be adjusted upward once every 12 months from the Development Agreement Date to the most recently published period by an amount equal to the percent increase of the CPI, with a minimum annual increase of two percent (2%). The Advance Payment shall be credited towards the Public Facility Contribution due on each of the first forty six (46) building permits issued by City for the Project, as follows: $10,750 x 46 = $494,500.

D. Guaranteed Annual Payment of Public Facility Contribution. City has expressed concern that if Developer’s development of the Project does not proceed at a reasonably deliberate pace, City’s receipt of the total Public Facility Contribution might be unduly delayed. Developer hereby agrees that, commencing one year following the date of the Advance Payment as provided in Section I.C, Developer will pay City an amount per year equal to the Public Facility Contribution for sixty eight ( 68) building permits, less the number of building permits for which the Public Facility Contribution is paid prior to the date the Guaranteed Annual Payment becomes due (the “Guaranteed Annual Payment”). The Guaranteed Annual Payment shall be in addition to the Advance Payment described in Section C above. The Guaranteed Annual Payments together with the Advance Payment, subject to the CPI Index adjustment, shall constitute the Public Facility Contribution for three hundred and ninety-nine (399) building permits.

E. Residential Building Permit Allocation System. To satisfy the requirements of the RBPAS and the Prioritization Criteria to allow placement of the Project in the Development Agreement Queue, Developer agrees to make the following contributions:
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1(a). Affordable Housing Requirements. In full satisfaction of all affordable housing obligations with respect to the development of the Property, Developer shall pay in-lieu fees for 30 affordable units in the amount of nine hundred thousand dollars ($900,000), ($30,000 per unit) and Developer shall pay for 62 affordable units, the amount of three million one hundred thousand dollars ($3,100,000) ($50,000 per unit) in accordance with the requirements of this Agreement and the Second Amended and Restated Affordable Housing Agreement (AH-O-47 AMD#2). These in-lieu fees shall be used to construct or otherwise provide housing affordable to income eligible senior households. Said
in-lieu fees shall be paid by the Developer as set forth in the schedules in accordance with the Second Amended and Restated Affordable Housing Agreement (AH-O-47 AMD#2), which are as follows:
1(b). For the In-Lieu Fee of $30,000 per unit of 30 affordable dwelling units: The first two hundred fifty thousand ($250,000) shall be paid at the time of the approval of the first residential Zoning Clearance for the 138-unit senior development within the Project. An additional two hundred and fifty thousand dollars ($250,000) shall be paid within one year after that date. The remaining four hundred thousand dollars ($400,000) shall be paid at the time of the approval of the Zoning Clearance that includes the 200th unit for the Project. 1(c). For the In-Lieu Fee of $50,000 per unit of 62 affordable dwelling units: first payment of seven hundred seventy- five thousand dollars ($775,000) upon the building permit issued for the seventy-fifth (75 th) dwelling unit on the Property; second payment of seven hundred seventy-five thousand dollars ($775,000) upon the building permit issued for the one hundred fiftieth (150th) unit on the Property; third payment of seven hundred seventy-five thousand dollars 134
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($775,000) upon the building permit issued for the two hundred and twenty-fifth (225th) unit on the Property; and, fourth payment of seven hundred seventy-five thousand dollars ($775,000) upon the building permit issued for the two hundred and seventy-fifth (275 th) unit on the property; or, all payments shall be made no later than five years following the Effective Date of the Second Amended and Restated Affordable Housing Agreement/Senior Housing Agreement (AH-O-47 AMD#2), whichever occurs first. The City shall not issue building permits for more than seventy-four units on the Property prior to the Developer’s first payment of the In-Lieu Fee.

2. Air Quality. Developer shall undertake all possible mitigation measures identified in Exhibit E, the Prioritization Criteria, Section II.A., and maximize all possible point scores; provided, however, that in satisfying the requirements of Air Quality Criteria 4.c., saving of trees on the development site, Developer shall be required to save in place all of the trees rated C or better as are identified in the tree report prepared by Richard Ibarra of Trees Etcetera, Addendum letter number 4, dated March 25, 2004. In the event that any Coast Live Oak, Scrub Oak, California Pepper and California Sycamore trees cannot be saved in place, the Developer shall transplant these trees on site. This transplantation shall conform to the tree transplantation standards contained within the Standards for Nursery Stock prepared by the American Standards Institute, dated November 6, 1996.

3. Hillside Protection. Developer shall record “Conservation Easements” totaling approximately 1,096 acres identified as Parcels F, H, I, K, FFF, GGG, HHH, III, JJJ, MMM, NNN, and OOO in Tentative Tract Map 5364, no later than thirty (30) days after recordation of the applicable final tract map and 135
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undertake the Hillside Protection Mitigation measures specified in the Development Approvals. This Conservation Easement is separate from and in addition to the golf course dedication discussed below.

F. Golf Course Dedication. Within thirty (30) days of the Annexation Date, Developer shall offer to dedicate to the City Parcels KKK and LLL consisting of approximately 190 acres as defined in Tentative Tract Map 5364. No consideration shall be required for acceptance of the offer by the City beyond that provided in this Development Agreement.

Within thirty (30) days of the Annexation Date, Developer shall offer to dedicate to the City Parcel J consisting of approximately 27 acres as defined in Tentative Tract Map 5364. Such offer shall be subject to a reversionary interest in favor of the Developer. No consideration shall be required for acceptance of the offer by the City beyond that provided for in this Development Agreement. If the City does not accept the offer within six (6) months of receipt of the offer to dedicate for the express purpose of construction and operation of a public golf course said offer shall expire. If the City accepts within six (6) months of receipt of the offer to dedicate, for the express purpose of construction and operation of a public golf course, the City shall have eighteen (18) months from the date of acceptance within which to begin physical construction of a public golf course. If the City does not begin physical construction within that eighteen (18) month period, parcel J shall revert to the Developer.

G. Water Tank Site. Developer shall offer to dedicate a water tank site identified as Parcel KK of Tract Map 5364 no later than one hundred eighty (180) days after Annexation Date, or recordation of final map, whichever comes first.

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Part II: Development Schedule
A. Applications for Initial Approvals. Developer shall submit applications for the following approvals within the time frames set forth below. The failure of Developer to submit applications for the Initial Approvals within the periods set forth below shall constitute a default under this Agreement.

1. Planned Development Permits . Within the Term of the Development Agreement, Developer shall apply for and receive approval of all Planned Development Permit(s) or Modification(s) to the Master Planned Development Permit that will enable development of the Project on all or any portion of the Property.

2. Development of Senior and Senior Affordable Units . The Project’s Specific Plan SP-S-24 allows for a 138-unit senior condominium development with affordable units for low income senior households within Planning Area 4, which incorporates a density bonus of 32.9% approved by the City in accordance wit
h California Government Code Sections 65915(b)(1)(A) and (f)(1) of the California Government Code, and such density bonus is further described in the Second Amended and Restated Affordable Housing Agreement/Senior Housing Agreement (AH-O-47 AMD#2). Developer shall pursue to completion the development of the 138 senior units within the Project, consistent with Section 25 (Timing of Development) of this Agreement.

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EXHIBIT “D”
RES. NO 200
3-70

PRIORITIZATION CRITERIA
for the
Residential Building Permit Allocation System

Section I - ESTABLISHMENT OF A REVIEW PROCESS

A. Grant Allocations. Grant allocations shall be awarded after a project has been placed in a Queue. Placement in a Queue will be determined by the ranking of a project utilizing Criteria.

B. Criteria. Criteria will be used to evaluate the impact of proposed development projects on affordable housing, resource conservation, air quality, project location, longevity, development agreements, and density.

The evaluation of development projects will be accomplished through the assignment of points based upon consistency with criteria set forth in Section II. The categories of Criteria are:

1. Air Quality

2. Infill Development (location on the Valley floor)

3. Affordable Housing

4. Development Agreement

C. Scoring System. Points earned within each category of the Criteria shall be summed for each development project. The project(s) with the highest point total shall be placed into a Queue in the Allocation System.

Section II - CRITERIA

Development projects will be evaluated pursuant to the Criteria which allows for a maximum possible points of 153 as set forth as follows:

A. Air Quality (93 points)

1. Public Transportation (8 points)

a. The development project is located within:
i. One-quarter (1/4) mile of a transit stop (6 points), or ii. One-half (1/2) mile of a transit stop (3 points).

b. The project will construct, or contribute to a City trust fund for the construction of, a City approved bus turnout, per the City's existing or proposed bus system routes. The turnout will be in place at the time of occupancy to meet the public transportation demand generated by the development
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would be determined based on the cost of construction of a bus turnout. Funds contributed under this criterion may also be used for the purchase of natural gas vehicles (vans or buses) to enhance the efficiency of the City’s existing vehicles or dispatch system that demonstrably reduces
traffic congestion and improves air quality.

2. Private Transportation (12 points)

a. A minimum contribution of $107.08 per unit to the City for use in an "Air Quality Impact Fund" (1 point). Each
additional $107.08 per unit contribution will receive an additional 1 point, up to a maximum total of 12 points. (0-12 points) Contributions made can be used to offset any
required environmental air quality mitigation fees.

b. The project will provide van or shuttle service for use by its residents. The shuttle must be part of the project’s
conditions of approval and remain in place for a minimum of 10 years. Termination of the service prior to the minimum ten-year period will require contribution to the Air Quality Fund of $25,000 for each year of non-operation. This
criterion is limited to rental development or to projects that are able to provide long-term control. (12 points)

3. Proximity to Shopping Facilities (2 points)

The project is located in close proximity to daily shopping facilities such as: supermarkets, restaurants, dry cleaners and/or retail clothing stores.

a. The development project is located within:

i. One-quarter (1/4) mile of a neighborhood commercial
center (2 points), or
ii. One-half (1/2) mile of a neighborhood commercial
center
(1 point).

4. Building Design and Amenities (71 points)

a. All residential units incorporate features or use materials that provide for energy savings that exceed the minimum
requirements under Title 24, as follows:

i. Exceed minimum requirements by fifteen (15)
percent. (25 points)
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ii. Exceed minimum requirements by twenty (20)
percent. (50 points)

b. Meandering public sidewalks or pedestrian pathways are provided to reduce on-site automobile usage. (1 point)

c. Trees on the development site will be saved and
incorporated into the site plan or the parkway to help
conserve energy within the dwelling unit(s). Trees saved must also have been rated by a certified arborist in a tree report prepared for the project at "C" condition or better, and be evaluated as a Class No. 1, 2 or 3 according to the
“Shade Tree Evaluation” published by the International
Shade Tree Conference, Incorporated. The project shall be awarded 2 points for every 20% of the trees rated C or better and Class 1, 2, or 3 being saved on site or relocated. (0-10 points)

d. New Trees

i. Detached Dwelling Units

Five (5) points per tree, up to a total of ten (10) points for two (2) trees, shall be granted if the developer
agrees to:

(1) plant one (1) (5 points) or two (2) (10 points)
trees, a minimum of 36” box in size on each lot
or on an adjoining parkway (above
requirements of City landscape guidelines)*/**;
or
(2) contribute $1,000 per tree to a tree fund for
each single-family dwelling unit.

* If all of the required trees cannot be placed within the development, the developer shall either (a) make
a contribution to the City’s tree fund for the remaining number of trees, or (b) donate the remaining trees to
the Park District or the School District to be planted in designated public areas.

** When the developer is not responsible for installing the landscaping on each individual lot, the developer
will provide a tree voucher to each homeowner at the
close of escrow for the selection and installation of the required tree(s), in accordance with approved
landscape plans. The tree(s) must be installed within
twelve (12) months of the home receiving a final
inspection certificate from the City. All homeowners
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will be informed in writing of the requirements
regarding the installation and maintenance of their
tree(s). Such requirements will also be incorporated
into the project CC&R’s, and the HOA will be
responsible for the enforcement of these
requirements.

ii. Attached Dwelling Units

Five (5)
or ten (10) points shall be granted if the
developer agrees to:

(1) plant one (1) tree per two (2) units (5 points) or
one (1) tree per unit (10 points). Trees shall be
a minimum of 36” box in size and planted
within the project area or on an adjoining
parkway (above requirements of City
landscape guidelines)*; or

(2) contribute $1,000 per two (2) units (5 points) or
$1,000 per unit (10 points) to a tree fund.

The tree fund will only be used by the City to plant and replace equal size trees in the public right- of-way, or on publicly owned property, per the City’s annual Tree Removal and Replacement Program and/or Landscape District Planning Program.

B. Infill (10 points)

1. Project Location (10 points)

a. The project is on the valley floor; or the project is located immediately adjacent to the valley floor, consists of 30 units or less, and is developed on slopes of 15% or less. (10 points)

C. Housing (30 points)

All affordable units designated for very low income households shall be regulated by an Affordable Housing Agreement and will have received all project approvals before submitting an application for allocation grants.

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1. Affordable Housing (30 points)

a. The project provides housing for lower or very low-income households, by reserving at least five (5) percent of the total project units as affordable, as follows:

i. Fifteen (15) points for each 5% of the total units
designated for lower or very low income households.
(no more than a total of 30 points).

D. Development Agreement (20 points)

Pursuant to Government Code Section 65864, a development agreement has been approved concurrently with the project's approval. All projects that receive points under this section of the Prioritization Criteria must show substantial evidence of compliance with all three components of the Managed-Growth Plan, Measure “Q”: reducing air quality impacts; protecting the hillsides; and providing affordable housing. In addition, the Development Agreement shall also further each of the purposes of the Simi Valley Save Open-space and Agricultural Resources Measure “O”.

All projects that enter into a development agreement for the purpose of being placed in the Development Agreement Queue or for receiving 20 points in the Prioritization Criteria for placement in the All Other Projects Queue will be required to provide 20% of the units as affordable to low and very low-income households. If the developer or applicant wants another builder to provide the affordable component requirement off-site, a monetary contribution of $10,000 to $50,000 per unit will be required, depending on what is negotiated in the Development Agreement. (20 points)

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EXHIBIT “E”

RECORDING REQUESTED BY AND )
WHEN RECORDED MAIL TO: )
)
)
)
)
)
Space Above Line for Recorder’s Use Only

GRANT OF CONSERVATION EASEMENT

THIS GRANT OF CONSERVATION EASEMENT (“ Conservation Easement”) is made this ____ day of _______________________, ____ by RUNKLE CANYON, LLC, a Delaware limited liability company (“Grantor”), in favor of the CITY OF SIMI VALLEY, a municipal corporation (“ Grantee”). Grantor and Grantee are some time singularly referred to herein as a “Party” and collectively as the “Parties.”

R E C I T A L S

A. Grantor is the sole owner in fee simple of certain real property consisting of approximately (1,095.9) acres, located in the City of Simi Valley, Ventura County, California, and described in Exhibit “A”
attached hereto, and shown in Exhibit “B” ,
attached and by this reference made a part hereof (“ Property”). The Easement Area consists of approximately 1,095.9 acres of land, consisting of lots F, H, I, K, FFF, GGG, HHH, III, JJJ, MMM, NNN, and OOO, as defined in Tentative Tract Map 5364 and the Runkle Canyon Specific Plan, adopted by the City Council of Simi Valley on May 10, 2004.

B. Landowner intends that the conservation values of the Property be preserved and maintained by permitting only those land uses that do not significantly conflict with those Conservation Values as are listed and described herein.

C. Grantor intends, as the owner of the Property, to convey to Grantee the right to preserve and protect the Property as described herein in perpetuity.

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NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

COVENANTS, TERMS, CONDITIONS AND RESTRICTIONS

1. Grant of Conservation Easement. Grantor hereby voluntarily grants and conveys to Grantee a Conservation Easement in perpetuity over the Property pursuant to the provisions of Civil Code section 815 et seq. This Conservation Easement shall run with the land and be binding on Grantor’s heirs, successors, administrators, assigns, lessees, and other occupiers or users of the Property or any portion of it.

2. Purpose. The purpose of this Conservation Easement is to ensure the Property will be retained in perpetuity for open space and other conservation purposes and to prevent any use of the Property that will impair or interfere with the Conservation Values of the Property. Grantor intends that this Conservation Easement will confine the use of the Property to such activities and uses as are specifically set forth on Exhibit “C”, attached hereto and incorporated herein by this reference.

3. Grantee’s Rights. To accomplish the purposes of this Conservation Easement, Grantor hereby grants and conveys the following rights to Grantee:

(1) To enter upon the Property at reasonable times, with a 24-hour advance notice to Grantor (except in case of emergency, when advance notice shall be unnecessary), in order to monitor Grantor’s compliance with and to otherwise enforce the terms of this Conservation Easement, provided that the Grantee entering the Property shall not unreasonably interfere with Grantor’s authorized use and quiet enjoyment of the Property.

(2) To prevent any activity on or use of the Property that is inconsistent with the purposes of this Conservation Easement and to require the restoration of such areas or features of the Property that may be damaged by any act, failure to act, or any use that is inconsistent with the purposes of this Conservation Easement;

4. Reserved Rights. Grantor reserves to itself, and to its personal representatives, heirs, successors, and assigns, all rights accruing from its ownership of the Property, including the right to engage in or to permit or invite others to engage in all uses of the Property that are consistent with the purposes of this Conservation Easement.

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5. Assignment. This Conservation Easement is transferable by Grantee, but Grantee may assign its rights and obligations under this Conservation Easement only to an entity or organization authorized to acquire and hold conservation easements pursuant to California Civil Code Section 815.3. The Grantee shall require its assignee to record the assignment in the county where the Property is located. Grantor may assign its obligations established in this Conservation Easement. In such a situation, Grantor shall provide notice to Grantee of such assignment.

6. Notices. Any notice, demand, request, consent, approval, or communication that any party desires or is required to give to any other party or parties shall be in writing and be served personally or sent by recognized overnight courier that guarantees next-business-day delivery or by first class mail, postage prepaid, addressed as follows:

To Grantor: Runkle Canyon, LLC
Attn: Glen Longarini and Ron Mertzel
2512 Springfield Court, Suite 180
Valencia, CA 91355

With a copy by mail to:

KB Home, Attn: Legal Department,
10990 Wilshire Blvd., Seventh Floor
Los Angeles, CA, 90024

And by e-mail to: [email protected]

To Grantee: City of Simi Valley
2929 Tapo Canyon Road
Simi Valley, CA 93063
Attention: City Manager

or to such other address as a party shall designate by written notice to the other parties.

Notice shall be deemed effective upon delivery in the case of personal delivery or delivery by overnight courier or, in the case of delivery by first class mail, five (5) days after deposit into the United States mail.

7. Amendment. This Conservation Easement may be amended by Grantor and Grantee only by mutual written agreement. Any such amendment shall be consistent with the purposes of this Conservation Easement and shall not affect its perpetual duration. Any such amendment shall be recorded in the official records of Ventura County, State of California.

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IN WITNESS WHEREOF Grantor has executed this Conservation Easement the day and year first above written.

Attest: City of Simi Valley, A Municipal Corporation

By:

Ky Spangler Robert O. Huber, Mayor of the City of Simi Deputy Director/City Clerk Valley, California

Approved as to Form: Runkle Canyon, LLC
A Delaware Limited Liability Company

By:

Lonnie J. Eldridge, City Attorney Glen Longarini, Authorized Agent

Approved as to Content:

Eric J. Levitt, City Manager

Jody Kershberg
Director of Administrative Services

Peter Lyons, Director
Department of Environmental Services

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CERTIFICATE OF ACCEPTANCE

This is to certify that the interest in real property conveyed by the Grant of the Conservation Easement dated ______________________, by RUNKLE CANYON, LLC is hereby accepted by the undersigned officer on behalf of the CITY OF SIMI VALLEY.

GRANTEE:

City of Simi Valley,
A Municipal corporation

By: __________________________
Eric J. Levitt
Its: City Manager

Dated: ________________________

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Exhibit “A” [to Conservation Easement]

Legal Description

To Be Provided
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Exhibt “B” [to Conservation Easement]

Map

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Exhibit “C” [to Conservation Easement]

Permitted Uses

Only the following Permitted Uses shall be permitted on the Property.

Other than the following uses listed below, other uses specifically including residential development is specifically prohibited.

The only Permitted Uses in the Open Space lots (F, H, I, K, FFF, GGG, HHH, III, JJJ, MMM, NNN and OOO), described as Exhibit “A” and as illustrated in recorded Tract Map 5364 Phases 1, 2, 3 and 4, Lot MMM, as illustrated in Tentative Tract Map 5364, and the Runkle Canyon Specific Plan, as adopted by the City Council of Simi Valley on May 10, 2004, shall be the following:

a) Publicly accessible open space;
b) Multi-use recreational paths, trails, interpretive nodes, information kiosks, and related facilities;
c) Drainage facilities related to the Runkle Canyon Dam and Reservoir; d) Equestrian;
e) Livestock grazing, unless restricted by agreement, permit, or ordinance; f) Environmental mitigation and habitat enhancement;
g) Film and Television Production (no permanent structures); h) Improvements accessory to land uses allowed above.

The subdivision of the Easement Area may occur pursuant to by Sections 66418.2 and 66426 of the California Government Code allowing for the division of land that is purchased for mitigation and dedicated in perpetuity for environmental purposes. The Landowner specifically retains the right to create Environmental Subdivisions on the property.

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ACKNOWLEDGMENT

State of California )
)
County of )

On __ before me,
(insert name and title of the officer)

personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ______________________________________ (Seal)

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EXHIBIT “F”

RUNKLE RANCH OPEN SPACE/MANAGEMENT PLAN

Purpose:

This Open Space/Ranch Management Plan is designed to:

Protect and enhance the panoramic, visual and aesthetic value of the Open Space Area; allow for the continuation of historic agricultural/grazing use of the property; preserve and enhance the rural and recreational use of the designated open space parcels contained in the Runkle Canyon Specific Plan.

Area Covered by Management Plan:

This Open Space/Ranch Management Plan shall apply to the following Open Space Lots, Zoned Open Space (SP), identified in recorded Tract Map 5364 Phases 1, 2, 3, and 4, including Tentative Tract Map 5364 MMM, (as described in Attachment A hereto) and the Runkle Canyon Specific Plan, as adopted by the City Council of Simi Valley on May 10, 2004:

1. Lot F

2. Lot H

3. Lot I

4. Lot K

5. Lot FFF

6. Lot GGG

7. Lot HHH

8. Lot III

9. Lot JJJ

10. Lot MMM

11. Lot NNN

12. Lot OOO

Existing Setting:

The area covered by this Open Space/Ranch Management Plan is approximately 1,096 acres, currently and historically used as a cattle grazing and ranch operation.

Burro Flats is a unique portion of Runkle Canyon’s southern ridgeline that affords expansive views of the Simi Valley. The southeast corner of the Runkle Canyon Specific Plan area includes a portion of Burro Flats, known as “Dry Lake.” This is likely due to the approximately 0.8 acre seasonal vernal pool at this location. Historically cattle were taken to Burro Flats/Dry Lake to graze and water.

During the 1930’s throughout the 1950’s many motion pictures and television series utilized the natural terrain, vegetation and ranch lands of Runkle Canyon, Burro Flats and its environs for scenic backdrops. Additional film production occurred near Runkle Canyon in the 1980’s and 1990’s.

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Allowed Uses:

The only permitted uses on the parcels covered by the Open Space/Ranch Management Plan shall be:

a) Publicly accessible open space;
b) Multi-use recreational paths, trails, interpretive nodes, information kiosks, and related facilities;
c) Drainage facilities related to the Runkle Canyon Dam and Reservoir; d) Equestrian;
e) Livestock grazing, unless restricted by agreement, permit, or ordinance; f) Environmental mitigation and habitat Enhancement;
g) Film and Television Production (no permanent structures); i) Improvements accessory to land uses allowed above.

The subdivision of the Open Space area may occur pursuant to Sections 66418.2 and 66426 of the California Government Code allowing for the division of land that is purchased for mitigation and dedicated in perpetuity for environmental purposes. The Landowner specifically retains the right to create Environmental Subdivisions on the property.

No Residential Development Permitted:

No residential development in the designated Open Space area is allowed.

Archaeological Areas:

Archaeological surveys within this Open Space area have discovered several sites that contain prehistoric stone hand tools and stone fragments. These sites shall be protected, per the Conditions of Approval of the Runkle Canyon Specific Plan.

Resource Stewardship:

All ranching and farming operations shall be conducted in accordance with good management practices that address soil and water conservation, erosion control, pest management, nutrient management and habitat protection.

Cattle Grazing:

Since 1910, the primary use of the property has been grazing of cattle and horses, and limited grain production. Based on the topography and vegetation, grazing lands are of limited value. Based on historic use, and weather patterns, approximately 70 pair of cattle (140 head equivalent) can be supported during a dry year, and up to 125 pair (250 head equivalent) can be supported in a typical year. Future use of the Open Space parcels shall not exceed 250 head equivalent per year.

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Feedlots Prohibited:

The establishment or maintenance of a private or commercial feedlot is prohibited. For purposes of this Management Plan, “feedlot” is defined as a permanently constructed confined area or facility which is used and maintained for purposes of engaging in the business of feeding livestock and which is not grazed or cropped annually. For purposes of this Management Plan, a “feedlot” shall not include the establishment, use or maintenance of corrals, holding pens or pastures. Nothing in this section shall prevent Landowner from supplemental feeding, confining livestock for discretionary seasonal feeding or from leasing grazing rights for livestock owned by others.

Fencing:

Existing fencing may be repaired and replaced, at their existing locations, and new fencing erected for purposes of reasonable and customary management of livestock and wildlife, and for protection of designated mitigation and restoration areas. Such fencing shall not unreasonably interfere with the public access to established trails and paths.

Public Access/Trails:

Public access to the designated Open Space shall be via multi-use recreational paths and trails as designated in the Runkle Canyon Specific Plan (Figure 5.3-1/Appendix B).

These trails and paths may be constructed, repaired and reasonably adjusted as to location. Landowner retains all ownership rights, including, but not limited to, the right to limit access by any member of the public to lands that are not subject to trail easements. Landowner may post signs or install fencing to protect private property from trespass and to protect public safety.

Vehicle access is permitted by Landowner for ranch management activities and operations, and by easement holders, including but not limited to Rancho Simi Recreation and Park District, Ventura County Watershed Protection District, Southern California Edison, and others.

Signs:

No billboards shall be erected in the designated Open Space. Signs describing permitted or prohibited activities in the Open Space area, and to control unauthorized entry or use, are permitted.

Runkle Dam and Reservoir:

Ventura County Flood Control District (now the Ventura County Watershed Protection District) completed construction in 1949 of the Runkle Dam and Reservoir to provide for improved flood control for lands and neighborhoods north of the Dam location. The Runkle Canyon Dam and Reservoir are not included in the Open Space area, however several drainage facilities and access roads related to the Runkle Canyon Dam and Reservoir are located in the Open Space area.

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Vegetation Management/Pest Management:

Nothing in this document shall prohibit the reasonable vegetation management for fire safety, or to control or eliminate noxious weeds and non-native plant species from the property. Landowner shall have the right to plant, maintain, and/or remove native vegetation on the property. Any use of controlled burning shall be coordinated with the County/City Fire Department and Air Pollution Control District. Use of pesticides, herbicides or other biocides shall be done using best management practices in conformity state law and County Agricultural Commissioner’s rules. Landowner shall have the right to control or eradicate feral and non-native animals.

Attachment A: Tract Map showing Open Space Parcels
Attachment B: Figure 5.3-1 Conceptual Trail System Master Plan 155
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Attachment “A” [to Runkle Ranch Open Space/Management Plan]

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Attachment “B” [to Runkle Ranch Open Space/Management Plan] [[Figure 5.3-1 Conceptual Trail System Master Plan]

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EXHIBIT “G”

LIST OF PROPERTY’S DEVELOPMENT APPROVALS

1. Tentative Tract Map No. TT5364 and Planned Development Permit PD-S-930 approved per City Council Resolution No. 2004-43;

2. Planned Development Permit PD-S-930 Modification PD-S-930 MOD#1 approved per Planning Commission Resolution No. SVPC 09-2013;

3. Planned Development Permit Modification PD-S-930 MOD#2 approved per Planning Commission Resolution No. SVPC 07-2015;

4. Conditional Use Permit CUP-S-770 approved per Planning Commission Resolution No. SVPC 08-201;5

5. Runkle Canyon Specific Plan, SP-S-24 approved per City Council Ordinance No. 1057;

6. Second Amended and Restated Affordable Housing Agreement (“Senior Housing Agreement”) (AH-0-47 AMD#2); and,

7. All other entitlement approvals for development of the Property, including but not limited to all CEQA compliance documents certified or approved by the City.

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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Simi Valley
Attn. City Clerk
2929 T apo Canyon Road
Simi Valley, CA 93063
ORD. NO. 1261
IIIIIIIIIIIIII Ill llllllllll 1111111111111111111
20161007-00146903-0 1/23
Ventura County Clerk and Recorder
MARK A. LUNN
10/07/2016 11 :19:02 AM
1118903 $.00 VA
[Space above for recorder's use.]
This document is recorded for the benefit
of the City of Simi Valley and therefore is
exempt from the payment of a recording
fee pursuant to Government Code
Sections 6103 and 27383.

APN: 634-0-333-25/634-0-340-01

SECOND AMENDED AND RESTATED AFFORDABLE HOUSING AGREEMENT ("SENIOR HOUSING AGREEMENT") (AH-0-47 AMD#2) BETWEEN THE CITY OF

SIMI VALLEY AND RUNKLE CANYON, LLC
This Second Amended and Restated Affordable Housing Agreement ("Senior Housing Agreement" or "SHA") (AH-0-47 AMD#2) provides rights to the City of Simi Valley in regulating the sale and occupancy of one hundred thirty-eight (138) units for senior households within the Runkle Canyon Development, 461-unit subdivision for a period of fifty-five (55) years from the initial sale date of each Senior Housing Unit.

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This Senior Housing Agreement is entered into as of the same date as the Second Amended and Restated Development Agreement (DA- 04-01 AMD#2) (“the SHA Effective Date”), by and between the City of Simi Valley, a municipal corporation (the "City"), and Runkle Canyon, LLC, a Delaware limited liability company (the "Developer"), (each a “Party,” and collectively, “Parties”), with reference to the following facts:

A. The Developer is the owner of certain real property consisting of approximately 12.51 acres located generally at the northeast corner of Sequoia Avenue and Palm Street in the City of Simi Valley, California, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Property").

B. In order to qualify in the Development Agreement Queue of the Residential Building Permit Allocation System, DEVELOPER was required to set aside twenty- percent (20%) of the Runkle Canyon Development as affordable to income qualified seniors.

C. The Property is subject to that certain Amended and Restated Affordable Housing Agreement, by and among the City of Simi Valley, a municipal corporation (the “City”) and Runkle Canyon, LLC, a Delaware limited liability company recorded in the Official Records of the County of Ventura on June 15, 2015 as Document No. 20150615-00090013-0 (the “Affordable Agreement”). The property is also subject to that certain Development Agreement Amendment No.

DA-04-01, and as may be amended, by and among the City of Simi Valley and Runkle Canyon, LLC (the “Development Agreement”). The Parties anticipate amending the Development Agreement concurrently with entering into this SHA.

This
SHA rescinds the Affordable Agreement in its entirety, and shall supersede all provisions in the Affordable Agreement.

D. Under the terms of Section 2.01 of the Affordable Agreement, Runkle Canyon, LLC agreed to provide sixty-two (62) of the one hundred thirty-eight (138) for- sale senior units within the 461 unit subdivision (the “Project”) to low-income households at an affordable price and pay a fee in-lieu totaling Nine Hundred Thousand Dollars ($900,000) or $30,000 per unit for each of the 30 senior units (the “AA In-Lieu Fee”), which are also required per Exhibit C, Part I.E and Part II.A.2 of the Development Agreement.

E. Under the terms of Section 14.07 of the Affordable Agreement, the obligation to provide the affordable housing units under the Affordable Agreement is binding upon the Developer.

F. Under the terms of Section 14.09 of the Affordable Agreement, all of the provisions, agreements, rights, powers, standards, terms, covenants and obligations under the Affordable Agreement constitute covenants running with the land and are binding upon the Developer.

The Developer represents that as a result of changes to market conditions, the Developer desires to terminate the Affordable Agreement and pay a 160
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fee in- lieu of providing sixty-two (62) of the one hundred thirty-eight (138) for sale units to low- income households. On May 18, 2016, the Developer requested and the City of Simi Valley Affordable Housing Sub-Committee recommended that the City Council approve this SHA. The Developer and City mutually agree that this SHA will provide an alternate means of satisfying the Developer’s affordable housing obligations in the Affordable Agreement and as conditioned by the City in the approvals for the Runkle Canyon Development, and the Parties mutually agree that this SHA, requiring a payment of $4.0 million to the City ($900,000 as previously agreed to in the Affordable Agreement plus $3.1 million as agreed in this SHA), and the Parties concurrent entry into the Second Amended and Restated Development Agreement for related public purposes, shall fully satisfy all prior affordable housing obligations imposed upon the development of the Property, including but not limited to those imposed by the Affordable Agreement and all of the entitlement approvals for the development of the Property, which approvals are more particularly described on Exhibit B, attached hereto and incorporated herein (the “Entitlement Approvals”)

H. Therefore, in accordance with the foregoing paragraph, the Developer has agreed to the following: 1) make a Three Million One Hundred Thousand Dollars ($3.1 million) payment to the City under the Resolution 2003- 70 of the City’s Residential Building Permit Allocation System; 2) make a $900,000 payment to the City as agreed to in the Affordable Agreement; and 3) concurrently enter into the Second Amended and Restated Development Agreement. These actions by Developer fully satisfy all of the Developer’s affordable housing obligations with respect to the Project.

NOW, THEREFORE, in consideration of the mutual
benefits accruing to
the parties hereto and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, it is hereby declared, understood and agreed by the Parties as follows:

ARTICLE I

DEFINITIONS

1.1 The following terms shall have the following meanings in this SHA:

(a) "Days" shall mean calendar days.

(b) "DEVELOPER" shall mean all applicants, developers, permittees, and all owners of the subject Project and all successors and assigns thereto.

(c) “Development Agreement” shall mean that certain Second Amended and Restated Development Agreement (DA- 04-01 AMD#2) entered into between City and DEVELOPER concurrent with this SHA,

(d) “Eligible Buyer” shall mean a Senior Household.

(e) "Owner" shall mean the person or all of the persons holding legal title to the Senior Housing Unit, and their successors to that title.

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(f) “Runkle Canyon Development” shall mean the four hundred and sixty- one (461) single-family housing units to be developed on the 1,595.5-acre site, including approvals of GPA-58; Z-S- 570; SP-S-24; TT-5364; PD-S-930 and associated modifications, TP-S-616; TP-S-616; CUP-S-770, DA-01-03; CSV- ANEX- 73; as well as the conditions of approval, construction and all related improvements located therein.

(g) "Public Report" shall mean the document of the same name issued by the Bureau of Real Estate of the State of California with respect to sales of subdivision units.

(h) "Senior
Household" shall mean a household in which at least one household member is fifty-five (55) years of age or older, and may also include a household member without age restriction who is a caretaker providing primary physical or economic support, and which otherwise meets all the requirements established in California Civil Code Section

51.3 et seq., as may be adopted and amended from time to time, and any other household complying with California Civil Code Section 51.3 et seq.

(i) “Senior Housing Unit (SHU)” shall mean each of the one hundred and thirty-eight (138) units reserved for sale and occupancy by Eligible Buyers, sometimes referred collectively as “SHUs”.

(j) "Transfer" shall mean any voluntary or involuntary sale, assignment or transfer of ownership of or any interest in the Project, including but not limited to, a fee simple interest, tenancy in common, joint tenancy, community property, tenancy by the entireties, life estate, or other limited estate, leasehold interest or any rental
of the Project, or
any interest evidenced by a land contract, a trustee's sale, judicial foreclosure sale, or deed in-lieu of foreclosure.

ARTICLE II

TERMINATION OF PRIOR AGREEMENT

2.1 The Affordable Agreement is hereby terminated in its entirety and replaced by this SHA, providing an alternate means for satisfying all of the Developer’s affordable housing obligations, including but not limited to all prior affordable housing obligations imposed upon development of the Property by the superseded Affordable Agreement and the previous Entitlement Approvals, more particularly described in attached Exhibit B.

ARTICLE III

IN-LIEU FEES

3.1 In-Lieu Fee of $900,000. Runkle Canyon, LLC agrees t o pay the AA In-Lieu Fee totaling Nine Hundred Thousand Dollars ($900,000) or $30,000 per unit for each of the 30 senior units, as previously agreed to in the superseded Affordable Agreement, which are also described in Exhibit C, Part I.E and Part II.A.2 of the Development Agreement.

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3.2 Time of Payment for $900,000; Satisfaction of Obligation . For the AA In-Lieu Fee of $30,000 per unit of 30 affordable units: the first two hundred fifty thousand dollars ($250,000) shall be paid at the time of the approval of the first residential Zoning Clearance for the 138-unit senior development within the Project. An additional two hundred fifty thousand dollars ($250,000) shall be paid within one year after the date. The remaining four hundred thousand dollars ($400,000) shall be paid at the time of the approval of the Zone Clearance that includes the 200th unit for the Project.

3.3 In-Lieu Fee of $3,100,000. In addition to the AA In-Lieu Fee payment of $900,000 described in section 3.1 above, the Developer shall pay an affordable housing obligation fee in the amount of Three Million One Hundred Thousand Dollars ($3,100,000) in this SHA,(the “SHA In-Lieu Fee,” and collectively, with the AA In-Lieu Fee, the “In-Lieu Fees”), to the City under Section II.D of Resolution 2003-70 of the City’s Residential Building Permit Allocation System, and Developer shall concurrently enter into the Second Amended and Restated Development Agreement, to fully satisfy all of the Developer’s affordable housing obligations with respect to the Property, including but not limited to all affordable housing obligations previously imposed by the Entitlement Approvals, as described on attached Exhibit B.

3.4 Time of Payment for $3,100,000; Satisfaction of Obligation. The Developer shall pay the SHA In-Lieu Fee in the amount equal to Three Million One Hundred Thousand Dollars ($3,100,000) prior to the issuance building permits based on the following schedule: first payment of Seven Hundred Seventy Five Thousand Dollars ($775,000) upon building permit issued for the seventy-fifth (75th) unit on the Property; second payment of Seven Hundred Seventy Five Thousand Dollars ($775,000) shall be paid upon building permit issued for the one hundred and fifty (150th) unit on the Property; third payment of Seven Hundred Seventy Five Thousand Dollars ($775,000) shall be paid upon building permit issued for the two hundred and twenty-fifth (225th) unit on the Property; fourth and final payment of Seven Hundred Seventy Five Thousand Dollars ($775,000) shall be paid upon building permit issued for the two hundred and seventy-fifth (275th) unit on the Property; or all payments shall be made no later than five (5) years following the SHA Effective Date, whichever occurs first. The City shall not issue building permits for more than seventy-four (74) units at the Property prior to the Developer’s first payment of the S H A In-Lieu Fee. The Developer’s financial obligations under this SHA shall be deemed to be fully satisfied at such time as it has paid the full In-Lieu Fees to the City

3.5 Use of In-Lieu Fees. The City shall deposit the $900,000 and the $3.1 million in In-Lieu Fees paid pursuant to the terms of this SHA into the City’s Local Housing Fund for use to increase, improve, and/or preserve the supply of affordable senior housing in the City.

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ARTICLE IV

DESIGNATION OF SENIOR HOUSING UNITS

4.1 Designation of Senior Housing Units. CITY and DEVELOPER agree that: (a) the provisions which require each of the 138 units to be reserved for and occupied by Senior Households; (b) the payment of the AA In-Lieu Fee totaling Nine Hundred Thousand Dollars ($900,000), or $30,000 per unit for each of the 30 senior units; (c) the payment of the SHA In-Lieu Fee totaling Three Million One Hundred Thousand Dollars ($3,100,000) in this SHA or $50,000 per unit for each of the 62 senior units; and (d) Section 12.02 hereof, the Indemnification and Hold Harmless provisions, and Developer’s concurrent entry into the Second Amended and Restated Development Agreement, are the primary considerations provided by DEVELOPER to cause the CITY to enter into this SHA. Without waiving any other rights,
remedies or obligations under this SHA, the Parties hereto agree that any failure to sell any of the 138 units to Senior Households, or to make the payment of the In-Lieu Fees, or breach the provisions of Section 12.02, shall constitute a material breach of this SHA.

ARTICLE V

CITY INCENTIVES

5.1 Density Bonuses and Other Incentives. Pursuant to the State Density Bonus Law (Government Code Section 65915) (“DBL”), a senior housing project may be entitled to a density bonus. As the senior portion of the project includes 138 units, a density bonus of 20% is required under the DBL, and the City hereby grants an additional density bonus of 12.9%, for a total density bonus of 32.9%, consistent with Sections 65915(b)(1)(C), (f)(3) and (n) of the California Government Code.

The CITY has further agreed to provide additional concessions in the form of: 1) a reduction in the park in-lieu fee to be determined at the time a modification of PD-S-930 is approved for the senior units and 2) a waiver to the payment of the Public Facility Contribution fee for the affordable units in accordance with the Development Agreement.

5.2 Eligibility for Development Agreement Queue. It is understood and agreed by the parties that DEVELOPER would not be eligible for the Development Agreement Queue of the CITY’s Residential Building Permit Allocation System without satisfying the requirements of SVMC Section 9-1.1803(a)(7); the execution, recordation and implementation of this SHA and the payment of the AA In-Lieu Fee for thirty (30) units, the payment of the SHA In-Lieu Fee for sixty-two (62) units and Developer’s concurrent entry into the Second Amended and Restated Development Agreement. DEVELOPER has requested that this SHA be entered into as a condition for such eligibility and acknowledges that eligibility of the Runkle Canyon Development entitlements is specifically conditioned upon the Developer concurrently entering into this SHA and the Second Amended and Restated Development Agreement, and recordation of the same, and DEVELOPER’s full and complete abidance by the terms thereof.

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ARTICLE VI
TERM

6.1 Term of Agreement. The term of this SHA will be for a period of fifty-five (55) years commencing on the initial sale date of the first senior unit in the Project.

ARTICLE VII

DEVELOPER PROMISES

7.1 Development of Project. DEVELOPER agrees to pursue to completion the development of the 138 senior units within the Runkle Canyon Development consistent with Section 25 (Timing o f Development) of DA-0401 AMD#2.

DEVELOPER further agrees: (a) to ensure all units in the Project are reserved for Senior Households; and (b) to ensure that each initial Eligible Buyer executes an Affidavit and Acknowledgement of Age Qualified Occupancy prior to the close of escrow

7.2 Approvals. DEVELOPER agrees to obtain all required approvals, permits, allocation grants, licenses, waivers or variances (collectively referred to in this SHA as the "SHA Approvals") from all governmental agencies having jurisdiction with respect to the Project. DEVELOPER agrees to diligently pursue applications working in close conjunction with CITY. It is specifically understood and agreed by the parties that the City, the City Council, Planning, Commission and CITY’s Affordable Housing Subcommittee retain complete discretion to review plans and applications submitted by DEVELOPER and to approve, disapprove, condition, or make recommendations with regard to those plans in their discretion. Nothing contained in this SHA is intended to restrict CITY in its
planning and building permit process or in its authority to review applications in accordance with all federal, state, and local laws, nor shall CITY’s failure to approve or grant a conditioned approval be a breach of this SHA nor be a basis for any claim or cause of action against the CITY.

7.3 Compliance with Use and Occupancy Laws. DEVELOPER agrees that for each sale, the DEVELOPER shall comply with all applicable State and local laws, statutes, ordinances, rules and regulations, as well as this SHA, restricting the use and occupancy and sale of each SHU in the Project.

7.4 Disabled Persons Occupancy. DEVELOPER agrees to cause the Development to be operated at all times in compliance with the provisions of: (1) the Unruh Act (Civil Code Section 51), (2) the California Fair Employment and Housing Act (Government Code Section 12900 – 12996), (3) Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Section 701),
(4) the United States Fair
Housing Act, as amended (42 U.S.C. Section 12101), which relate to disabled persons access. Owner shall defend, indemnify, and hold harmless the City, its agents, officials, officers, representatives, and employees, from and against all claims, lawsuits, liabilities or damages of whatever nature arising out of or in connection with, or relating in any manner to any act or omission of Owner, its agents, employees, and subcontractors, and employees 165
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thereof, pursuant to the performance or non- performance of this SHA. The Owner shall thoroughly investigate any and all claims and indemnify the City and do whatever is necessary to protect the City, its agents, officials, officers, representatives, and employees as to any such claims, lawsuits, liabilities, expenses, or damages arising out of this SHA.

7.5 Marketing and Sale of Senior Units. DEVELOPER agrees to market and sell the 138 senior units, which are the subject of this SHA, o n l y to Eligible Buyers and to sell the balance of the remaining exempt Three Hundred Twenty Three (323) Units to buyers without age restrictions.

Upon any
subsequent sale, the then-current Buyers who own the property shall cause any future Eligible Buyers to execute the Buyer Affidavit of Eligibility. This obligation of Buyers with respect to the Buyer Affidavit of Eligibility is enforceable by City again all future Buyers or owners of the property.

7.7 No Conveyance Without Execution of Affidavit and Acknowledgement of Age Qualified Occupancy. No SHU may be convey ed to a buyer during the 55 year term of this SHA without execution by the buyer of the affidavit attached hereto as Exhibit C, confirming that the buyer is 55 years of age or older, and thus eligible to purchase a SHU.

Preparation of Closing Documents. DEVELOPER agrees to provide to the escrow for the sale of each SHU all appropriate closing documents which shall substantially conform to the requirements of this SHA.

7.8 Effect and Duration of Covenants. The covenants contained in this SHA shall be deemed to run with the land and shall remain in effect for a period of not less than fifty-five (55) years from the initial sale date of each senior unit.

7.9 Non-Subordination. This SHA shall not be made subordinate to any monetary lien recorded against the Property from the SHA Effective Date until the In-Lieu Fees are received by the City, except for any construction financing lien(s) recorded against the Property in order to allow Developer to comply with requirements of the Development Agreement being entered into concurrently with this SHA. The City shall not unreasonably withhold, condition or delay its consent to subordination of its rights hereunder to any such liens
related to construction financing of the Project and shall promptly execute all documents reasonably required to evidence its subordination to such liens.

7.10 Polices to Ensure Senior Household Status of Community. DEVELOPER agrees that, in formulating the homeowner’s association (HOA), it will place in the association’s rules and covenants, conditions, and restrictions (CC&R’s) that the 166
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HOA must adhere to policies and procedures that demonstrate an intent to operate as a community for Senior Households, including at a minimum policies that require such intent to be stated in: advertising for the facility, if any; written rules or regulations of the HOA; the practices of the HOA; and reasonable public postings in the common areas of the facilities representing that the community is intended for Senior Households. In addition, the association’s rules must include a requirement that the HOA provide to the City upon request, no more frequently that once every two years, a reasonable estimate by the HOA of the number of units in the community that qualify as Senior Households.

ARTICLE VIII

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ARTICLE IX

DISCLOSURE OF DOCUMENTS

9.1 Review of Agreements and Disclosures. DEVELOPER agrees to disclose and review the provisions of this SHA with each potential buyer and their legal counsel, if requested. DEVELOPER agrees to make each sale of an SHU a condition precedent to each buyer's review, understanding of this SHA, and execution of the Buyer Affidavit of Eligibility. The requirements of this Section

9.1 apply to all future Buyers or owners of the Property.

9.2 Copies Provided. DEVELOPER agrees to provide each potential buyer with a copy of this SHA and the Buyer Affidavit of Eligibility, at the DEVELOPER’s expense, and agrees to require that each buyer sign a statement in typeface of not less than twelve (12) point type acknowledging that he/she has received, read and understood the documents prior to receipt of a deposit for the purchase of a senior unit. DEVELOPER agrees that copies of the receipt statement, and age verification documents must be obtained prior to the opening of escrow. The requirements of this Section 9.2 apply to all future Buyers or owners of the Property.

9.3 Future Buyers or owners are subject to all provisions of this SHA which by their terms are applicable to future Buyers or owners, in addition to the provisions of Section 12.10 through 12.20.

ARTICLE X

NON-DISCRIMINATION

10.01 DEVELOPER covenants and agrees, by and for itself, its executors, administrators and assigns and all persons claiming under or through
DEVELOPER that there shall be no discrimination against, or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, physical disability, mental condition, national origin or ancestry in the sale, transfer, use, occupancy, tenure or enjoyment of the Runkle Canyon Development or the Project, or any part thereof.

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ARTICLE XI

REPORTING AND AUDIT REQUIREMENTS

11.1 Status Reports. From the time of commencement of construction of the first building until the last SHU has closed escrow, DEVELOPER agrees to provide, in such details as may reasonably be required by CITY, a Unit Summary Report no less than q u a r t e r l y , which shall completely describe the actual progress of construction of the SHUs. The Report shall identify the status of each SHU using the format attached as Exhibit D to this SHA, incorporated herein by reference. DEVELOPER agrees to permit the sales office records to be inspected by the CITY to verify compliance with the terms of this SHA.

11.2 Notification of Public Report. DEVELOPER agrees that within thirty (30) days after receipt of the issuance of the final Public Report from the Bureau of Real Estate of the State of California r e g a r d i n g the Runkle Canyon Development, and of any subsequent Public Report, it will notify and provide CITY with a copy of that Report.

Notification of First SHU Available. DEVELOPER agrees to notify CITY at least thirty (30) days in advance of the date on which the first SHU will become available for sale.

11.3 Audit. DEVELOPER shall permit the CITY, with reasonable notice and during normal business hours, to inspect the Project to verify DEVELOPER’s compliance with this SHA. DEVELOPER shall make available to the CITY, during business hours, such records as the CITY may reasonably request to verify such compliance. Should DEVELOPER fail to submit timely reports as required by Section 11.01 above, CITY may cause an audit to be conducted at the sole expense of DEVELOPER, in addition to any other available legal remedies. DEVELOPER shall cooperate with any such audit and further agrees to make available to CITY all documents relative to the sale of the SHUs and the Exempt Units to verify compliance with the terms of this SHA.

ARTICLE XII

MISCELLANEOUS

12.1 Notice Requirement Upon Default. If either party defaults or breaches any of the terms or conditions of this SHA, such party shall have thirty (30) days after service upon it of written notice of such default or breach in which to cure such default or breach by rendering a performance satisfactory to the other party unless such a delay would be futile. DEVELOPER and CITY may mutually agree to an extension of this time, provided that such Agreement is in writing.

12.2 Indemnification and Hold Harmless.

(a) DEVELOPER hereby agrees to, and shall, defend, indemnify, save and hold CITY and its
elected and appointed boards, commissions,
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officers, agents and employees harmless from any and all claims, actions, costs, and liability for any damages, personal injury or death, which may arise, directly or indirectly, from DEVELOPER or DEVELOPER’s contractors’, subcontractors’, agents’, or employees’ operations under this SHA. However, CITY shall select the attorney to represent the CITY, if DEVELOPER is a party, DEVELOPER’s legal counsel shall reasonably cooperate in the defense of any such action, and CITY shall promptly transmit notice to DEVELOPER regarding the filing and service of a lawsuit relating to this SHA, as described herein, and provide a copy of any lawsuit to DEVELOPER within 30 calendar days of service upon the CITY.. The terms of this Section shall survive any termination of this SHA.

(b) DEVELOPER shall not bring any claims, cross-claims, actions, actions or cross-complaints against the CITY, its
agents, employees or
representatives, arising out of any disputes between DEVELOPER and third parties as to the CITY approvals or the issuance of building permits for this Project.

12.3 Not for Benefit of Third Parties. This SHA does not create any enforceable right, cause of action, or claim in any third party. DEVELOPER, CITY or their successors in interest shall be the sole parties who shall have standing to enforce the terms or obligations or to bring suit for damages arising out of a breach of this SHA.

12.4 Violation of Conditions of Approval. Any violation of the conditions of any of the Project Approvals, including Specific Plan SP-S-24, the Development Agreement, and Planned Development Permit Modification PD-S-930 MOD#1, except for Conditions of Approval A-16 and A-17 in PD-S-930, which are superseded by Section 25 of the Second Amended and Restated Development Agreement, will also constitute a violation of this SHA, except to the extent any such conditions with respect to the DEVELOPER’S affordable housing obligations are modified by this SHA, and shall be enforceable as a breach hereof, as well as any other remedies available to the CITY.

12.5 Enforcement. If the DEVELOPER defaults in the performance or observation of any covenant, Agreement or obligation of the Developer set forth in this SHA, and if such default remains uncured for a period of sixty (60) days after written notice thereof shall have been given by the CITY to the DEVELOPER, then the CITY may declare an "Event of Default" to have occurred hereunder, and, at its option, may take any one or more of the following steps:

(a) By mandamus or other suit, action or proceeding at law or in equity, require the DEVELOPER to perform its obligations and covenants hereunder or enjoin any acts or things which may be unlawful or in violation of the rights of the CITY hereunder;

(b) Have access to and inspect, examine and make copies of all of the books and records of the DEVELOPER pertaining to the Project;

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Take such other action at law or in equity as may appear necessary or desirable to enforce the obligations, covenants and Agreements of the DEVELOPER.

The provisions of this Section 12.5 apply to, and are enforceable against, all future Buyers or owners of the Property

12.6 Assignment of Agreement. This SHA shall be binding upon DEVELOPER its executors, administrators and assigns. DEVELOPER shall not assign or transfer any of its rights or obligations under this SHA without the prior written consent of the CITY and any purported assignment made without its consent shall be null and void for all purposes; provided, however, that CITY's consent shall not be unreasonably withheld.

12.7 Recordation of Agreement.

(a) Immediately following execution by the City and the Developer, the City shall cause this SHA to be recorded against the Property in the Official Records of the County of Ventura.

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

(c) At such time as the Developer has satisfied all conditions of this SHA and is released from the burdens of this SHA, this SHA shall be deemed fully satisfied by the Developer, and the City shall promptly evidence same by executing, upon Developer’s request, a document confirming the Developer’s full compliance with this SHA. Such evidence of Developer’s full compliance will not necessary relieve Buyers or future owners of continuing obligations under this SHA.

12.8 Covenants Run with the Land. All of the provisions, Agreements, rights, powers, standards, terms, covenants and obligations contained in this SHA shall be binding upon the parties and their respective heirs, successors (by merger, consolidation, reorganization or otherwise), and assigns, devisees, administrators, representatives, lessees, and all other persons acquiring the Runkle Canyon Development, or the Project, or any portion thereof, or any interest therein, whether by operation of law or in any manner whatsoever, and shall inure to the benefit of the parties and their respective heirs, successors and assigns. All of the provisions of this SHA, including without limitation those applying to Buyers or owners of the property shall constitute covenants running with the land.

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12.9 Notices. Written notice, demands and communications between CITY and DEVELOPER shall be deemed sufficient if dispatched by registered or certified mail, postage prepaid, return receipt requested to the principal offices of CITY and DEVELOPER, the addresses of which are hereinafter set forth. Such written notices, demands and communications may be sent in the manner prescribed to each other's addresses as either party may, from time to time, designate by mail, or the same may be delivered in person to representatives of either party upon such premises. The addresses are as follows:

(a) If to CITY:

City of Simi Valley
Attn: Director of Environmental Services
2929 Tapo Canyon Road
Simi Valley, CA 93063

(b) If to DEVELOPER:

Runkle Canyon, LLC
Attn: Glen Longarini and Ron Mertzel
25152 Springfield Court, Suite 180
Valencia, CA 91355

With a copy to by mail and e-mail to:

KB Home, Attn: Legal Department
10990 Wilshire Blvd., Seventh Floor
Los Angeles, California 90024

And by e-mail to: [email protected]

Notices herein shall be deemed given as of the date of personal service or three
(3) consecutive calendar days after deposit of the same in the custody of the United States Postal Service.

12.10 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this SHA by the other party or the failure by the party to exercise its rights hereunder or upon a default by the other party herein shall not constitute a waiver of such party's right to demand strict compliance from such other party in the future.

12.11 Severability. If any one or more of the provisions contained in this SHA shall for any reason be held by a court of competent jurisdiction in a final, non- appealable decision to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this SHA, and this SHA shall be construed as if such invalid, illegal or unenforceable provision(s) had never been contained herein. In that event, both the City and Developer must confirm 171
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in writing, in a notice to the other party, that the remaining terms of SHA are acceptable and enforceable, and the SHA, as revised, shall be recorded with the County of Ventura, Recorder’s Office.

12.12 Caption and Pronouns. The captions and headings of the various Sections of this SHA are for convenience only, and are not be construed as confining or limiting in any way the scope or intent of the provisions hereof. Whenever the context requires or permits, the singular shall include the plural, the plural shall include the singular, and masculine, feminine and neuter shall be freely interchangeable.

12.13 Modification of Agreement. This SHA may be modified or amended by mutual consent of all of the parties, provided that all amendments are in writing and recorded with the County of Ventura, Recorder’s Office.

12.14 Expenses. Developer shall pay City immediately upon demand all reasonable costs and expenses incurred by City in connection with the enforcement or satisfaction by City of any of Developer’s obligation under this SHA.

12.15 Further A ssurances. DEVELOPER shall execute, acknowledge and deliver any other instruments and perform any other acts necessary, desirable or proper to carry out the purposes of this SHA.

12.16 Time. Time is of the essence of each term of this SHA.

12.17 Governing Law. This SHA shall be governed by, and constructed in accordance with the laws of the State of California. DEVELOPER and all persons and entities in any manner obligated to CITY under this SHA consent to the venue in the state court having jurisdiction where the property is located and also consent to service of process by any means authorized by California law.

12.18 Joint and Several Liability. The liability of all persons and entities who are in any manner obligated under this SHA shall be joint and several.

12.19 Conflicts of Interest. No member, official or employee of the CITY shall have any personal interest, direct or indirect, in this SHA, nor shall any such member, official or employee participate in any decision relating to this SHA which affects his or her personal interest or interests of any corporation, partnership or association in which he or she is directly or indirectly interested. The DEVELOPER warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this SHA.

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12.20 Non-liability of CITY Officials and Employees. No member, elected official, officer or employee of the CITY shall be personally liable to the DEVELOPER in the event of any default or breach by the CITY or for any amount which may become due to the DEVELOPER or on any obligations under the terms of this SHA IN WITNESS WHEREOF, the Parties hereto have executed this Senior Housing Agreement as of the Effective Date.

Attest:

Deputy Director/City Clerk
Approved as to Form:

LonnieJ. Eldridge, City Attorney
Jody Kershberg ,
Director of Admirnstr
Peter Lyons, irector
Department of Environmental Services
P 4a/8-16(klk)
City of Simi Valley, A Municipal Corporation
By:

Runkle Canyon, LLC
A Delaw Limi Liability Company
173
520
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.

ACKNOWLEDGMENT
State of California
County of Ventura
)
)
On ___ ----"S'"""e-"'-p"'""'te ........ m""""b"""'e;..;.r-=2 ........ 7 ...... , =20 ...... 1..;..;6a,.._.. __ before me, Julia Fritz, Notary Public (insert name and title of officer)
personally appeared ________ R ...... o_b~e_rt~O_._H_u ...... b ...... e ___ r ____________ _ who proved to me on the basis of satisfactory evidence to be the person(s,) whose name(s) is/am subscribed to the within instrument and acknowledged to me that he/SRe/tRey executed the same in his/flGF/tReif; authorized capacity(ies), and that by his/flGF/tReif; 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 PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal. ' • JULIA FRITZ : ' Commlsalon # 2109155 . Notary Publlc • Callfornla
Vemura County •
, Mv comm. &n1m ADr 21. 20111.
-------------------
Signature ~~ (Seal)
174
521
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.

ACKNOWLEDGMENT
State of California
County of Ventura
)
)
before me, Kc.c.,,, 11:l Q,.,...:h-d, t,J~ ~,1/ic..
(insert name and title of officer)'
personally appeared Glen Longarini
who proved to me on the basis of satisfactory evidence to be the person(~ whose name(¢' is/a.:e subscribed to the within instrument and acknowledged to me that he/she/ti 1ey executed the same in his/he1/ll 1eir authorized capacity~). and that by hislfler/tl 1eir signature£.s1 on the instrument the person~ or the entity upon behalf of which the person~ acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ..L)~~~:1..-=..!C!.:::f.....:·_j,,5/::L.I:::!:• ::::'2..=o :::•)yta:92::::::::::_ (Seal) 175
522
ORD. NO. 1261
P 4/8-16(klk) 62

EXHIBIT A

LEGAL DESCRIPTION
Lot 208 and Parcel BD of Tract No. 5364, in t he City of Simi Valley, County of Ventura, State of California, as per Map recorded in Book 162, pages 49 through 89, inclusive, of Maps, in the Office of the County Recorder of said County.

Except as to an undiv
ided 50% interest of all oil, gas, minerals and other hydrocarbon substances in and under said land, without, however, any ri ght to enter on the surface or within 500 feet beneath the surface thereof, as reserved by John H. Runkle, Gena T.

Runkle, Ralph W. Runkle, James V. Runkle , Easter I. Runkle, Mary A. Heflin, as Executrix of the Will of Cowan A. Heflin, deceased, Mattie B. Runkle, Dewey R. Runkle, Marjorie E. Brown, Barbara C. Kelley, Beverly A. Speight, Robert E. Lane, Stanley P.

Carter and Keith D. Lane, in deed recorded December 3, 1979, in Book 5553, Pages 1 and 27 of Official Records.

Except from a portion of said land an undi vided 50% of all oil, gas, minerals and other hydrocarbon substances in and under said land, without, howe ver, any right to enter on the surface or within 500 feet beneath the surface thereof, as reserved by John H.

Runkle, Gena T. Runkle, Ralph W. Runkle, Ja mes V. Runkle, Easter I. Runkle, Mary A.

Heflin, Henry L. Gates, Irene R. Gates, Mary A. Heflin, as Executrix of the Will of Cowan A. Heflin, deceased, Mattie B. Runkle, Dewey R. Runkle, Marjorie E. Brown, Barbara C.

Kelley, Beverly A. Speight, Robert E. Lane, Robert T. Lane, Stanley P. Carter and Keith D. Lane, in deed recorded Dece mber 6, 1979 in Book 55 55, Page 211 of Official Records.
66 176
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EXHIBIT B

LIST OF PROPERTY’S DEVELOPMENT APPROVALS

1. Tentative Tract Map No. TT5364 and Planned Development Permit PD-S-930 approved per City Council Resolution No. 2004-43;

2. Planned Development Permit PD-S-930 Modification PD-S-930 MOD#1 approved per Planning Commission Resolution No. SVPC 09-2013;

3. Planned Development Permit Modification PD-S-930 MOD#2 approved per Planning Commission Resolution No. SVPC 07-2015;

4. Runkle Canyon Specific Plan, SP-S-24 approved per City Council Ordinance No. 1057;

5. Second Amended and Restated Development Agreement (DA-04-01 AMD#2; and,

6. All other entitlement approvals for development of the Property, including but not limited to all CEQA compliance documents certified or approved by the City.

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EXHIBIT C

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Simi
Valley
Attn. City Clerk
2929 Tapo Canyon Road
Simi Valley, CA 93063

[Space above for recorder's use.]

This document is recorded for the benefit of the
City of Simi Valley and therefore is exempt from
the payment of a recording fee pursuant to
Government Code Sections 6103 and 27383.

APN: 634-0-333-25/634-0-344-01

AFFIDAVIT, ACKNOWLEDGMENT OF AGE QUALIFIED OCCUPANCY, AND

ACKNOWLEDGEMENT OF BINDING OBLIGATIONS UPON BUYER(S) IN SENIOR

HOUSING AGREEMENT

The undersigned buyer or buyers (“Buyers”) have read and acknowledge the age restrictions applicable to the sale and occupancy of the residential property identified below (“Property”), as set forth in the Senior Housing Agreement recorded as Instrument No. [ fill in SHA Instrument Number] in the Office of the County Recorder of the County of Ventura provided to Buyer by Seller, and do hereby swear, certify and affirm that the Buyers, and the occupants of the Property, whether the residents are the Buyers(s) or third parties, will be a Senior Household, which is defined in the Senior Housing Agreement as follows:

A household in which at least one household member is fifty-five (55) years of age or older and may also include a household member without age restriction who is a caretaker providing primary physical or economic support, and which otherwise meets all the 178
525
ORD. NO. 1261

P 4/8-16(klk)
requirements established in California Civil Code Section 51.3 et seq., as may be adopted and amended from time to time, and any other household complying with California Civil Code Section 51.3 et seq.

The Buyers agree and acknowledge that they are bound by all requirements, terms and covenants of the Senior Housing Agreement which are by their terms made applicable to the Buyers of the Property.

Address of Residence (Property):
____________________________________________________

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

1. ______________________________ 2. _________________________________

Print name(s) of Buyer

1. ______________________________ 2. _________________________________

Signature(s) of Buyer

[If more Buyers, add appropriate signature lines]

Date: ____/____/201__

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ORD. NO. 1261

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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

A notary public 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, or validity of that document.

State of California
ss.

County of ___________________

On _____________, 2016 before me, ___________________________________, Notary Public personally appeared __________________________________ who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

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

WITNESS my hand and official seal.

_________________________
Signature of Notary

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EXHIBIT D

UNIT SUMMARY REPORT

RUNKLE CANYON, LLC

Number of Units in Runkle Canyon Development

Number of Non-Senior Market Rate Units Under Construction

Number of Senior Units Under Construction

Number of Senior Unit Purchase Contracts Executed

Number of Senior Units in Escrow

Number of Senior Units Sold (Closed Escrow)

For units under construction, list anticipated completion date for each unit:
_____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________

To the best of my abilities I acknowledge that the foregoing is true and correct.

Signature of Authorized
Representative

181
528
MI

NUTES OF THE MEETING OF THE

PLANNING COMMISSION

MOBILE HOME RENT MEDIATION BOARD

TREE ADVISORY BOARD
Ci
ty Council Chamber March 9, 2022
2929 Tapo Canyon Road
Simi Valley, CA 93063

1. CAL

L TO ORDER
The regular meeting of the Planning Commission of the City of Simi Valley was called to order at 6:30 p.m.

2. PLEDGE OF ALLEGIANCE

3. ROLL CALL

Present: Commissioners Hodge, Mann, and Gray; Vice Chairperson Rice; Chairperson Tolson

Absent: None

4. APPROVAL OF AGENDA
It was the consensus of the Commission to approve the agenda as submitted.

5. APPROVAL OF MINUTES – January 19, 2022
It was the consensus of the Commission to approve the minutes as submitted.

6. DECLARATION OF CONFLICT – None

7. PUBLIC STATEMENTS – None

8. CORRESPONDENCE
Deputy Environmental Services Director/City Planner Sean Gibson referred to two supplemental staff reports, one regarding an update to the January 19, 2022 meeting minutes and the other regarding email correspondence for agenda item

11.A.1 received from: Patrick Ferrari dated 2/28/2022, and Michael Napal dated 3/9/2022.
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9. CONSENT CALENDAR – None

10. CONTINUED BUSINESS – None

11. NEW BUSINESS
A. PUBLIC HEARINGS

1. DA-2021-0001; Runkle Canyon, LLC : To consider a request to amend the Runkle Canyon Development Agreement DA-2021-0001 (DA-04-01, AMD#04) to allow a five- year time extension for the Runkle Canyon/Woodlands project located at the south terminus of Sequoia and Talber t Avenues, and Watson and Comet Avenues, and pursuant to Public Resources Code 21166, additional environmental review is not required.

Location: South terminus of Sequoia and Talbert Avenues, and Watson and Comet Avenues
Staff Contact: Naren Gunasekera
(805) 583-6863

There were no ex parte communications to report.

Deputy Environmental Services Director/City Planner Sean Gibson gave a brief overview of the project.

Associate Planner Naren Gunasekera gave a presentation of the staff report.

Commissioner Hodge asked for a description of the application that was presented to and denied by the City Council on August 9, 2021.

Mr. Gunasekera responded that the application was for a General Plan Amendment pre-screening request, to change the General Plan designation and increase the density.

Mr. Gibson clarified that the pre- screening request was to relocate the 138-unit senior site, to the estate lots that were scattered throughout the project site.

Commissioner Hodge asked a series of questions regarding the Affordable Housing Agreement in-lieu fees, the original project approval date, and the earlier three-year extension.

Mr. Gunasekera responded that the applicant owes an in-lieu fee of $900,000, for their initial buyout of 30 affordable senior housing units. He added that in 2016 the Affordable Housing Agreement was amended to increase the buyout of affordable 183
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housing units, creating an additional in-lieu fee of $3,100,000, which has been paid by the applicant. Mr. Gunasekera stated that the project was first approved in 2004.

Mr. Gibson stated that the project has had multiple entitlements after 2004, which was when the original development agreement was approved, that had been brought before the Planning Commission. He added that the earlier three- year extension came to the Planning Commission back in 2019.

Vice Chairperson Rice asked when the last time the Planning Commission gave a five-year extension after a three-year extension was given.

Mr. Gibson stated that Development Agreement provisions don’t have the same three-year extension limits as Planned Development Permits and Tentative Maps.

Commissioner Gray asked for clarification regarding the affordable senior housing units.

Mr. Gibson stated that the buyout was for all affordable senior housing and that the in-lieu fees will be used as affordable housing funds in a different manner. He added that the buyout occurred previously and that there are 138 market -rate senior housing units.

Chairperson Tolson opened the public testimony portion of the hearing.

Commissioner Mann recused himself from this item due to a conflict of interest and left the dais.

Dafne Gokcen on behalf of the Applicant, Runkle Canyon, LLC , gave a brief presentation about the project.

Vice Chairperson Rice asked the applicant why they are requesting a five-year extension instead of a three- or two-year extension.

Ms. Gokcen responded that the 163 homes that need to be built would equate to approximately 2.7 homes per month under the requested five-year extension. She added that for the number of homes that still need to be built , a three- year extension wouldn’t be a sufficient amount of time as it would cause the homes to be built faster than the previously built single-family homes.

Commissioner Hodge asked a series of questions regarding the current project being worked on, the aerial image from the presentation, the application that was submitted in August 2021, and the senior housing site.

Ms. Gokcen responded that the current project being worked on is for the senior housing and that the aerial image from the presentation is the senior housing site.

She also responded that the application from August 2021 proposed to change the 184
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senior housing from stacked flats to duplexes and would still be age-restricted. She added that the single-family homes that would have replaced the estate lots also would have been age-restricted.

Commissioner Hodge also asked when the study on limited demand for senior housing took place.

Ms. Gokcen clarified that the limited demand was not for the senior housing itself, but for the stacked flat style homes for senior housing. She responded that the study was internal and took place in 2019/2020 at the beginning of Covid-19.

Commissioner Hodge asked if any work was done internally to develop a different plan to be submitted to the City
Ms. Gokcen responded that the General Plan Prescreen presented to City Council was the different plan they developed.

Commissioner Hodge asked a series of follow-up questions regarding the General Plan Prescreen.

Ms. Gokcen responded that the number of senior housing units changed when the General Plan Prescreen was submitted and that they had worked with the City for two years on the redesign. She confirmed that the estate lots would have been split into two or three lots and developed into single- family age-restricted homes.

She stated that the single-family age-restricted homes would have been in addition to the senior housing duplexes on the senior site.

Commissioner Hodge asked if instead of putting affordable 1,000- square-foot apartments on the estate lots, the applicant would have put multiple single-family age-restricted homes that would be significantly more expensive.

Ms. Gokcen responded that the single-family homes wouldn’t be significantly more expensive since they are still age- restricted, which depresses the prices. She added that the sing le-family age -restricted homes would have been more marketable than the stacked flats.

Commissioner Hodge commented that he doesn’t see a reason as to why it would take five years to complete the project.

Ms. Gokcen stated that multi-family takes longer to build than a single-family home.

Haggai Mazler from Runkle Canyon, LLC, stated that the senior flats can’t be built all at once, the project is built in phases. He added that once a phase of buildings are sold, they start building the next phase.
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Chairperson Tolson asked the applicant why they want to wait until after the senior condos are built to submit the estate lot plans and why they can’t be worked on at the same time.

Ms. Gokcen responded that the estate lots will be simpler as they are intending to use a home design that already exists in-house, but they can work on the two plans concurrently.

The following submitted cards in support of the project, but did not wish to speak:
• Mary Alvarez
Speakers in support of the project:
• Al Alvarez, Simi Valley
• Ivana Mayer, Simi Valley
• Dusan Stankovic
• Doreen Stoutland
• Royce Cadwell
• Christian Kehoe
• Howard Roth
The speakers in support of the project would like a time extension granted so that the project can be completed, but want to see a lower time extension than what was requested.

Speakers via Zoom:
• Jurgita
• Vivian Amato
• Bill White
The speakers on Zoom expressed their concerns about the length of the time extension requested by the applicant.

Mr. Gibson stated that if the Development Agreement expires, the entitlements for the project will have to start from scratch.

Ms. Gokcen stated that there are a lot of factors involved in why they are requesting five years.

The Commission asked the applicant a series of questions.

James Vaughn, legal counsel for the applicant ; Ms. Gokcen ; and Mr. Mazler responded to questions asked by the Commission in regards to the five- year 186
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extension, HOA, recreation center, senior flats, estate lots, and the timeline for the project.

Mr. Mazler stated that before the completion of phase one of the senior flats, the construction of the recreation center would begin.

Chairperson Tolson closed the public testimony portion of the hearing.

The Commission asked staff a series of questions.

Mr. Gunasekera and Mr. Gibson responded to questions asked by the Commission regarding the time extension, expiration of the development agreement, City codes and zoning,
Kane Thuyen, t he legal advisor for the City, provided clarification regarding the process for resubmittal if a development agreement were to expire.

Commission comments:

Commissioner Hodge commented that an extension would benefit everyone, but providing a five-year extension may incentivize a lack of diligence to get the project done. He added that with the current housing market, a three- year extension should suffice.

Vice Chairperson Rice commented that this project has been before him multiple times while being a Planning Commissioner . He added that with the previous extensions he’s approved, a three-year extension is more than sufficient.

Commissioner Gray commented that she agrees with the comments made by Commissioners Hodge and Rice. She added that a five-year extension could be giving too much leniency and that a three- year extension should be a sufficient amount of time.

Chairperson Tolson commented that he appreciates the community involvement and strongly encourages the developer to produce a timeline for the project. 187
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COMMISSIONER HODGE MOVED THAT THE

PLANNING COMMISSION OF THE CITY OF SIMI

VALLEY ADOPT A RESOLUTION RECOMMENDING

TO THE CITY COUNCIL APPROVAL OF A REQUEST

TO AMEND THE RUNKLE CANYON DEVELOPMENT
AGREEMENT DA- 2021-0001 (DA -04-01, AMD#04)

TO ALLOW A THREE-YEAR TIME EXTENSION FOR

THE RUNKLE CANYON/WOODLANDS PROJECT

LOCATED AT THE SOUTH TERMINUS OF SEQUOIA

AND TALBERT AVENUES, AND WATSON AND
COMET AVENUES; AND PURSUANT TO PUBLIC
RESOURCES CODE SECTION 21166, ADDITIONAL

ENVIRONMENTAL REVIEW IS NOT REQUIRED, AS

AMENDED

Commissioner Gray seconded the motion.

AYES: Commissioners Hodge and Gray; Vice
Chairperson Rice; and Chairperson Tolson

NAYS: None

ABSTAIN: None

ABSENT: None

RECUSED: Commissioner Mann

There is no appeal period for DA -2021-0001 and the
item will proceed to the City Council with the Planning Commission’s recommendation.

B. OTHER – None

12. ORAL COMMUNICATIONS AND REPORTS
A. STAFF - None
B. PLANNING COMMISSION – None
C. MOBILE HOME RENT MEDIATION BOARD – None
D. TREE ADVISORY BOARD – None
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13. ADJOURNMENT
The regular meeting of the Planning Commission of the City of Simi Valley was adjourned at 8:18 p.m. The next scheduled Planning Commission meeting is on March 23, 2022.

Minutes prepared by:

Stephanie Yates
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CITY OF SIMI VALLEY

MEMORANDUM

SUPPLEMENTAL
AGENDA ITEM NO.
11 .A.1
March 9, 2022
TO:

FROM:

SUBJECT:

Planning Commission
Sean Gibso~ puty Environmental Services Director/City Planner SUPPLEMENT TO PLANNING COMMISSION AGENDA ITEM 11.A.1: TO

CONSIDER A REQUEST TO AMEND THE RUNKLE CANYON
DEVELOPMENT AGREEMENT DA-2021-0001 (DA-04-01, AMD#04) TO

ALLOW A FIVE-YEAR TIME EXTENSION F OR THE RUNKLE

CANYON/WOODLANDS PROJECT LOCATED AT T HE S OUTH

TERMINUS OF SEQUOIA AND TALBERT AVENUES, AND WATSON

AND COMET AVENUES, AND PURSUANT TO PUBLIC RESOURCES
CODE 21166, ADDITIONAL ENVIRONMENTAL REVIEW IS NOT

REQUIRED
LOCATION: SOUTH TERMINUS OF SEQUOIA A ND TALBERT

AVENUES, AND WATSON AND COMET AVENUES
Subsequent to the preparation of the staff report for the above item, staff has received the attached public comments.

Attachments: Email from Patrick Ferrari dated 02/28/2022 Email and attached letter from Michael Napal dated 03/09/2022 S-1
DA-2021-0001 Supplemental(sy)
537
538
1 Naren Gunasekera
From: Michael Napal <[email protected]>
Sent: Wednesday, March 09, 2022 11:08 AM
To: Sean Gibson
Subject: KB Homes /The Venture extension and Woodlands Hillside items to take into consideration
Attachments: KB Development Extension.docx
Importance: High
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Good morning Mr. Gibson,

It was a pleasure meeting with you and Mrs. Chaparyan the other day. Your guidance and information is sincerely appreciated!

Please find attached a detailed outline of items which should be taken into consideration regarding the construction extension KB Home is requesting. It is also to serve as my formal communication of items affecting our community and city ordinance infractions which may still need to be resolved.

As the letter outlines, our community will not only be severely impacted by this extension, but by those items that the developer will be turning over to our community with your approval.

You are welcome to share this letter with all those in the city which can benefit from the information.

With the outmost sincerity, the city’s due diligence and assistance is greatly appreciated!

Best Regards,

Michael Napal

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You don't often get email from
539
Dear Sean,

As a homeowner in the Woodlands development, please allow this letter to serve as my formal notice of various important concerns I have with the 2nd extension being requested by KB Homes/The Venture.

It is our understanding that the primary reason for their new request is the same as their last in that the market and economic conditions are not favorable for moving forward with the Senior development or the 25 custom lots. In this regard, the following facts should be taken into consideration.

a. During the last 3 years of the first extension, no efforts were undertaken to move forward on any part of this project; other than the requested change of scope which was recently denied by city council.
b. During our HOA meetings, they have stated that all attempts to sale the custom lots have been unfruitful and that their inquiry with some local real estate experts has confirmed their reasons to split the lots. When we asked when and who they tried to sale the lots, then they had not tried selling it, but had inquired as to their marketability with several local real estate experts and were told that the market was soft for custom lots. When we inquired as to why past and ongoing inquiries by individuals and developers to purchase a lot, a group of lots or all lots were not being entertained, we were told that their only interest was in developing the lots themselves.
c. The same disconnection of facts and reality followed the conversation regarding the senior center. They began with the reason that the proposed building elevators were no longer allowed. When that was proven to be untrue, the reason was that the cost of the elevators was too steep and therefore the project scope needed to change to a lower elevation and density.
d. As we are all clearly aware, the real estate market condition has not been this strong for decades. We have demand at an all-time high and inventory at a historically all-time low, with the largest generation of reaching retirement age. How can this perfect storm be perceived as an unfavorable time for the proposed project? e. Most important is the considerable financial burden which these extensions bear on the Woodlands community. The extension provided from 2019 to 2022 has cost our development roughly $1.8 million dollars in lost income; due to one of many provisions in our CC&R’s which principally benefit the developer and CC&R’s which the developer (KB Homes/The Venture) was instrumental in creating. It relieves the developer from having to pay HOA fees in general. Only when the developer sells a home in a phase, are they responsible to begin paying for the remaining lots in that phase. 540
f. The new extension would realize an additional $2.85 million loss of income to our HOA, a burden which we cannot afford and a decision which would heavily impact the value, sustainability, and limited reserves for our community. g. Equally important are the increasing and projected costs associated with maintaining what makes our Woodlands Community so special, the beauty of our hillsides, paseos, and parks. These precious amenities require considerable maintenance efforts to maintain their esthetics and extend their life expectancy. Labor, material, and equipment which come at an ever-increasing cost… costs which we must be able to pay now and a reserve we must create for projected replacement. Considering these realities, the developer’s continued performance or lack thereof, the fact that our HOA fee has remain high and continued to increase due to the undeveloped lots, the developers aim to turn over hillsides and other amenities with unknown issues and costs; what logical or reasonable purpose would a 5- year extension serve? Why would the city allow these potentially severe burdens on any development in their jurisdiction?
h. Not to mention that their lack of performance and numerous times in which they have avoided the planning and permit process, there are many questions left unanswered. Why can they begin building now? Why can they offer a phase in approach starting now? Why 5 years, are they shooting for the moon to get something less? What if any extension is allowed, can they then request another change of scope, another extension, etc.? Since the CC&R’s provides them the option to sell, can they then sell and the new developer then starts the process all over again? Considering that city council recently turned down their request to change the scope of the project, and that they were given a 3-year extension back in 2019, can the city mandate, fine, take legal action, do anything to motivate the developer to move forward?

The following are a few of the other items we are dealing with KB Homes/The Venture. The purpose of included herein is to further our reasons for concern as we consider the overall picture of impacts to our community and projected costs.

Please bear in mind that some of the items included herein, have a significant indirect impact on the safety of our community, in that it continues to maintain the streets under the control of the developer and as such considered private. There have been many issues with racing, drug distribution, illegal parking, etc. in which the police department has reminded us that their patrol is limited due to our streets being private. The same for street maintenance, light post issues…

1. As you may be aware, our community has experienced several underground water issues.

During the grading process the city noted and notified KB/Venture of water seepage on the hill directly behind the homes on Talbert Avenue. KB mentioned that they had mitigated the issue and from what we were told by the city, nothing more was done. As the problem surfaced again, KB/Venture installed a concrete ditch and French drain behind the homes on Talbert in 2017; work done without permits. When the city became aware, they 541
requested photos and a full set of plans and as far as we know, they have never been submitted.

2. Soon after the problem persisted onto Talbert Ave., KB/Venture downplayed the level of impact underneath the pavement, continuing to place blame on homeowners overwatering.

After some due diligence on the part of several homeowners, the city requested some testing to be done which eventually led to the deep excavation and recompacting of half of the street. As the water continued to flow, KB/Venture requested the installation of French drains on both side of the street prior to closing it up, and the City denied the request. For the next 2 years the problem persisted on the lower part of the street. KB/Venture began running French drains along the parkways and after a call to the city by a homeowner, it was found that they again had not pulled permits or submitted plans to the city. Once KB/Venture pulled permits, the City approved the project. We have now been notified by the City that the HOA is now responsible for the French drains since they reside in the parkways and not the street; yet another item the HOA has not budgeted for.

3. After much communication between KB/Venture, the City, Homeowners and HOA, plants are being planted on the hillsides on Talbert and Fir. No communication on plans have been submitted to the HOA and assume that the city may have requested it. It is also assumed that the type, density, the way it is planted, and prescribed irrigation are in line with city ordinance and community standards and that it will be fully inspected by all parties (KB, City, HOA) once completed. It is our understanding that on the one-year anniversary, all parties will reinspect it all and if passed, it will then be turned over to the HOA. Please bear in mind due to the above events, KB had instructed the maintenance company to turn off the watering of these hillsides which killed many of the thriving plants on the lower part of the hill on Talbert.

In conclusion, there are immediate and emerging challenges our community is dealing with. Challenges which are manageable given the initially projected development schedule and HOA fee in-flows. The actions the Developer continues to take as their exit strategy, has shown a complete lack of interest in the wellbeing of our community and all that live and invested in it. We have begun to explore our options moving forward and sincerely appreciate all the efforts and assistance the City can provide.

Should you need further information, or would like to discuss this further, please feel free to contact me directly.

Michael Napal
542

EXHIBIT 2

PLANNING COMMISSION STAFF REPORT

MARCH 9, 2022

DA-2021-0001 (DA-04-01, AMD#04)

INDEX Page
Public Hearing Procedure………………………………………………………………………6
Resolution………………………………………………………………………………………..8
Exhibit A: Fourth Amended and Restated Development Agreement……………11 Attachment A: Applicant’s Letter Explaining Merits for the DA Extension……………..182 Exhibit 1: Runkle Canyon Project Final Environmental Impact Report (EIR) and Addendum are available upon request at the Department of Environmental Services 543
DA-2021-0001 PC Staff Report(sy)

CITY OF SIMI VALLEY

MEMORANDUM

March 9, 2022

TO: Planning Commission

FROM: Sean Gibson, Deputy Environmental Services Director/City Plann er

SUBJECT: A PUBLIC HEARING TO CONSIDER A REQUEST TO AMEND THE RUNKLE CANYON DEVELOPMENT AGREEMENT DA-2021-0001
(DA-04-01, AMD#04) TO ALLOW A FI VE-YEAR TIME EXTENSION FOR

THE RUNKLE CANYON/WOODLANDS PROJECT LOCATED AT THE

SOUTH TERMINUS OF SEQUOIA AND TALBERT AVENUES, AND

WATSON AND COMET AVENUES, AND PURSUANT TO PUBLIC
RESOURCES CODE 21166, ADDITIONAL ENVIRONMENTAL REVIEW

IS NOT REQUIRED

RECOMMENDATION

Adopt a Resolution (page 8) recommending to the City Council to approve Development Agreement Amendment No. DA-04-01, AMD#04 for a five-year time e xtension. The proposed amendment does not affect the previously approved subd ivision location, infrastructure improvements, number of dwelling units, residential density, or other design aspects of the approved Project. Under Public Resources Code section 21166, the project does not require additional environmental review because an environmental impact report has been prepared and there are no new changes or revisions tha t would require a subsequent or supplemental environmental impact report.

BACKGROUND AND OVERVIEW

The approved 1,595-acre Runkle Canyon/Woodlands Project contain s open space, public neighborhood park, homeowner’s association common park, public trailhead and multipurpose trails, public water storage tank, 25 custom home lots, 298 detached single- family production houses, 138 attached senior condominiums, senior recreation facility, and related infrastructure improvements. In all, the Project will contain 461 dwelling units when construction is complete. All of the building permits hav e been issued for the 298 detached single-family homes, and construction of the single-fa mily homes is almost complete. Construction is still pending for the 25 custom home lots, the 138 attached senior condominiums, and the senior recreation facility.

AGENDA ITEM
NO. 11.A.1

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2 DA-2021-0001 PC Staff Report(sy)
The Applicant, Runkle Canyon, LLC, is requesting to amend Section 3 (Term) of the Development Agreement (Resolution, Exhibit A) for Runkle Canyon /Woodlands Project to extend the term for five years. The Term for the Development Agreement expires on June 10, 2022, and the five-year time extension will extend the term to June 10, 2027. The Applicant is in compliance with the current requirements of the Development Agreement and is requesting approval to extend the term to complete construction of the remainder of the project. The Applicant is requesting more time to update plans to current building code in order to submit them for plan check.

The Applicant anticipates submitting these plans within the next two months. The extension of the Development Agreement would prevent further de lays to project construction as the Applicant would need to obtain new entitlem e n t s f o r t h e remaining project components(refer to Attachment A for additional Information).

As proposed, the amendment does not affect the previously appro ved subdivision location, infrastructure improv ements, number of dwelling units , residential density, or other design aspects of the appr oved project. Attached are mult iple exhibits to the Development Agreement that have been executed and recorded, and are included for reference only. The only amendment to the Development Agreement will be to Section 3, (Term)(page 15) to allow a five-y ear time extension. Section 2 0 (Amendment of this Agreement) of the Development Agreement requires a public hearing to consider an amendment to the Term. The five-year time extension will allow DA-2021-0001 (DA-04-01, AMD #04) to expire on June 10, 2027.

The Time Extension will finaliz e with the public benefits deriv ed from the Development Agreement by allowing additional time to construct the approved remaining development and to also ensure all the require ments of the Subdivision Impr ovement Agreements (SIAs)have been addressed. If the Development Agreement expires and the Applicant has not completed the project as outlined in this Development A greement, then the Applicant would need to obtain approvals for a new Planned Development Permit for the remaining 138-unit senior condominiums, and a new Conditional Use Permit for the senior recreation facility.

As part of the payment obligations within the Development Agreement, the Applicant has paid all of the Public Facilit y Payments up to $3,900,000. The se fees will be used for public road improvements; public s ervices for the senior center activities, maintenance, and operations; public dial-a-ride services; public bus shelter s; and/or public community amenities. Additionally, the Applicant has paid $3,100,000 of the required $4,000,000 for the Affordable Agreement Housing In-Lieu Fee to satisfy the aff ordable housing obligations for the development. The In-Lieu Fees went into the City’s Local Housing Fund for use to build, improve, and/or preserve the supply of afford able senior housing in the City. However, the remaining In-Lieu Fee of $900,000 will be paid at the time the Zoning Clearance is issued for the 138-unit senior development.

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3 DA-2021-0001 PC Staff Report(sy)
Separate from the Development Agreement Amendment request, in 2 015, Runkle Canyon, LLC entered into two Subdivision Improvement Agreements (SIAs) with the City, as required by the conditions, to record the project’s subdivision map for Tract 5364. The secured agreements require the Applicant to install and complete, at its sole expense, all improvement work (Improvements) for the subdivision, such as construction of the street, sewer, and drainage systems. The Applicant may only request inspection and acceptance by the City of all required improvements upon completion of the development.

The improvements were to be completed within 24 months from the execution of the SIAs.

The City Engineer approved an initial extension of the two SIAs, with one to January and the other to April 2022.The Applicant will need to request further time extensions to these SIAs. These additional time extensions must be approved by the City Council. The City Engineer will recommend to the Cit y Council that future time ex tensions for the SIAs coincide with the expiration date, June 10, 2027, for the Development Agreement that is the subject of this extension request. Until all elements of t he DA are completed, the securities for both SIAs must remain in place to protect the Ci ty and future buyers of senior condominiums and lots. No action is needed by the Planning Commission. This was only provided solely for an explanation about the existing improvements for the development.

RECOMMENDED FINDINGS

As the Development Agreement requires the project to comply wit h the City’s rules that were in effect at the time of it s original adoption, the follow ing findings, as contained in Section 9-9.08,that were in effe ct in 2004, must be made in order to recommend to the City Council approval of the proposed Development Agreement Amendment.

1. That the proposed Development Agreemen t Amendment is consistent with the objectives, policies, and pr ograms specified in the Gener al Plan of the City and any applicable Specific Plan for the project area, in that it is consistent with General Plan Policy III-1.6.1, that states, “The pattern of existing neighborhoods, land use and architecture should be respected.” The Amendment does not affect nor change the pattern of the existing neighborhood, land use, or architecture. The approved Runkle Canyon Project is designed to integrate with the existing single- family houses located adjacent to the project area. The previou sly approved residential lots are similar in size or modestly larger to the existing residential lots surrounding the project area. Furt her, the Applicant has compli ed with paying all of the Public Facility Payment s that the City will use to offse t costs for public improvements, public services, and public community services co nsistent with General Plan Goal IX-2, which sta tes to “Maintain municipal ser vices, public utilities and facilities at adequate levels of service.” Theref ore, the proposed Amendment is consistent with this finding.

546
4 DA-2021-0001 PC Staff Report(sy)

2. The proposed Development Agreement Amend ment is compatible with the uses authorized in, and the regulat ions prescribed for, the zone in which the real property is located , in that the proposed five-year time extension enables the project to be completed by the new expiration date of June 10, 2027. The amendment does not affect nor change the authorized uses and standards in the Residential Moderate (RMod) and Residential Medium (RM) zones of the Runkle Canyon/Woodlands Project Specific Plan (Section 4.3). The propo sed Development Agreement Amendment continues to be compatible sinc e the time extension does not affect nor change the land uses. The single-family lot width of 55 to 70 feet will continue to be required in the project’s RMod and RM zones, as well as the provision for 138 attached senior condominiums which will continue to be required in the RMod zone of P lanning Area 4. Additionally, the residential structures within the project will continue to be required to c onform to the applied rules, regulations, and design guidelines pursuant to the Runkle Canyon Specific Plan. Therefore, this Amendment is compatible with uses authori zed in, and the regulations prescribed for, the zones of the property.

3. That the proposed Development Agreement Amendment will not be detrimental to the health, safety, and general welfare of the general public , in that it does not affect or change the requirements that the applicant; a) implem ent air quality mitigation by the planting of new trees and preserving existing trees; b) preserve hillsides; c) protect open space areas by easements; and, d) ma ke financial contributions towards traffic im provements and public facilitie s, all of which preserves and protects the health, safety, and the welfare of t he general public, and is not a detriment. Also, t he proposed Development Agreement Amendment allows time for the Applicant to address the requirements of th e SIAs and ensure compliance. Until all elements of the DA are completed (senior condominiums and estate lots), the securities for both SIAs must remain in place to protect the City and future buyers of condominiums and lots. The Applicant has paid all of the project’s Public Facility Payment s that will defray the City co sts to provide public road improvements; public service s for the senior center activi ties, maintenance, and operation; public dial-a-ride services; public bus shelters; and/or public community amenities. Thus, this Amendment will not be detrimental to the health, safety, and general welfare of the general public.

4. That the proposed Development Agreement Amendment will promote the orderly development of property or the preservation of property values in accordance with good land use practices, in that the Applicant paid all the Public Facility Payments previously discussed, which will defray costs related to public road improvements; public services for the senior center activities, maintenance, and operation; public dial-a-ride services; public bus shelters; and/or public community amenities. The extension will also allow the Applicant to complete all the req uirements within the SIAs, and until all elements of the DA are completed (senior co ndominiums and estate lots), the securities for both SIAs must remain in place to protect the City and future buyers of condominiums and lots. Therefore, the proposed Amendment will continue to promote orderly development of the property and preserve property values.

547
5 DA-2021-0001 PC Staff Report(sy)

ENVIRONMENTAL REVIEW AND CEQA REQUIREMENTS

An Environmental Impact Report (EIR) was prepared for the Runkle Canyon Specific Plan Project by the consulting firm, Impact Sciences (Exhibit 1). Pursuant to Section 15002 of the State CEQA Guidelines, the EIR discloses to the decision ma kers the potential environmental impacts of the project, and to suggest and investigate alternatives to the project which may be environmentally superior to the project as proposed. Certification of the Final EIR (FEIR) by the City Council occurred on April 26, 2004.

In August 2012, the City Council approved an Addendum to the FEIR in conjunction with extending the term of the Development Agreement DA-04-01. In preparing the Addendum (Exhibit 1), Impact Sciences staff evaluated all of the impact areas previously evaluated in the Certified FEIR and also e valuated the project’s potentia l for causing a significant impact attributable to the projec t’s contribution to global climate change. The evaluation of those impact areas took into account all relevant and available information concerning existing conditions as well as f uture discretionary approvals consistent with the Specific Plan. The proposed amendment to the Runkle Canyon/Woodlands Pro ject’s Development Agreement does not a ffect the previously approved subdivision, infrastructure improvements, number of dwelling units, residential density, or other design aspects of the approved Project. Under Public Resources Code section 21166, the project does not require additional environmental review.

INDEX P age

Public Hearing Procedure ..................................................................................... 6 Resolution ............................................................................................................. 8 Exhibit A: Fourth Amended and Re stated Development Agreement ....... 11 Attachment A: Applicant’s Letter Explaining Merits for the DA E xtension ......... 182 Exhibit 1: Runkle Canyon Project Final Environmental Impact Report (EIR) and Addendum are available upon request at the Department of Environmental Services

548

6 DA-2021-0001 PC Staff Report(sy)

PLANNING COMMISSION PUBLIC HEARING PROCEDURE

HEARING DATE: March 9, 2022

DA-2021-0001

1. CHAIRMAN: a) This is the time and place set for a public hearing on the consideration of DA-2021-0001 therefor.

b) Are there any ex part e communications to report?

c) May we have an oral repor t on this matter by staff?

2. STAFF: (Report)

3. ANY
COMMISSIONER: (Questions of staff)

4. CHAIRMAN: We will open the public testimony portion of the hearing.

5. CHAIRMAN: Would the applicant like to present the project?

6. CHAIRMAN: Are there any questions for the applicant?

7. CHAIRMAN: Is there anyone in the Chamber wishing to be heard on this matter?

8. AUDIENCE: (Comments)

9. CHAIRMAN: Do any members of the public wish to make a public statement on zoom for this item and if so, please use the hand raise function on your computer or *9 on your
phone, staff will un-mute you when it is your turn.

a) Are there any comments from staff regarding
statements made during the public hearing? (Check with Deputy Environmental Service s Director/City Planner, and staff members in the audience.)

(b) Would the applicant like to respond to any of the
comments regarding statements made during the public
hearing?

c) If there are no further q uestions, we will close the public testimony portion of the hearing.

d) Are there any comments or questions from members
of the Planning Commission?
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7 DA-2021-0001 PC Staff Report(sy)

10. ANY
COMMISSIONER: (Comments)

11. CHAIRMAN: May I please have a reading of the Resolution?

12. RECORDING
SECRETARY: (Reads Number and Title of Resolution)

13. CHAIRMAN: The Chair will now entertain a motion.

14. ANY
COMMISSIONER: I move to adopt a resolution recommending approval of DA-2021-0001 (DA-04-01, AMD#04).

o r

I move to adopt a resolution denying the project.

[Staff will prepare the resolution for the Planning Commission to ratify at the next meeting.]

15. CHAIRMAN : A motion was made by Commissioner ___________.

16. CHAIRMAN : May I have a Second?

17. ANY
COMMISSIONER: I second the motion.

18. CHAIRMAN: Call for the vote.

19. CHAIRMAN: The motion (passes or fails).

20. CHAIRMAN: There is no appeal period for DA-2021-0001, and this item w i l l p r o c e e d t o t h e C i t y C o u n c i l w i t h t h e P l a n n i n g Commission’s recommendation.

o r

21. ANY
COMMISSIONER: I move continuation of the matter until the meeting of ___.

o r

22. ANY
COMMISSIONER: I move continuation of the matter to a date uncertain.

23. CHAIRMAN: (Proceed to the next item)

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8 DA-2021-0001 PC Staff Report(sy)
RESOLUTION NO. SVPC 03-2022

A RESOLUTION OF THE PLANNING COMMISSION OF

THE CITY OF SIMI VALLEY RECOMMENDING TO THE

CITY COUNCIL APPROVAL OF A REQUEST TO AMEND

THE RUNKLE CANYON DEVELOPMENT AGREEMENT
DA-2021-0001 (DA -04-01, AMD#04) TO ALLOW A

FIVE-YEAR TIME EXTENSION FOR THE RUNKLE

CANYON/WOODLANDS PROJECT LOCATED AT THE

SOUTH TERMINUS OF SEQUOIA AND TALBERT

AVENUES, AND WATSON AND COMET AVENUES, AND

PURSUANT TO PUBLIC RESOURCES CODE SECTION
21166, ADDITIONAL EN VIRONMENTAL REVIEW I S NOT

REQUIRED

WHEREAS, pursuant to the provisions of California Government Code Section 65868 and the 2004 Simi Valley Municipal Code Section 9- 9.08, the Applicant, Runkle Canyon, LLC, has requested approval of an Amendment to the Development Agreement DA -2021-0001 (DA -04-01, AMD#04) for a five- year time extension to the Agreement to allow for the completion of the Runkle Canyon/Woodlands project located at the south terminus of Sequoia and Talbert Avenues, and Watson and Comet Avenues.

The proposed amendment does not affect the previously approved subdivision location, infrastructure improvements, number of dwelling units, residential density, or other design aspects of the approved Project.

WHEREAS, pursuant to the requirements of the California Environmental Quality Act (CEQA), the City Council of the City of Simi Valley adopted Resolution No. 2001-41 on April 24, 2004, certifying the Final Environmental Impact Report (FEIR) for the Runkle Canyon Project; and

WHEREAS, the proposed amendment does not affect the previously approved subdivision location, infrastructure improvements, number of dwelling units, residential density, or other design aspects of the approved Project; and

WHEREAS, under Public Resources Code section21166, the project does not require additional environmental review because of the previously issued FEIR and because no new changes or information exists to require a supplemental or subsequent environmental impact report.

NOW, THEREFORE, THE PLANNING COMMISSION OF THE CITY OF
SIMI VALLEY DOES RESOLVE AS FOLLOWS:

SECTION 1
. The findings, for approval, for DA-2021-0001, contained in the Planning Commission staff report dated March 9, 2022, and incorporated herein by reference, are hereby recommended to the City Council for approval. 551
RES. NO. SVPC 03-2022
9 DA-2021-0001 PC Staff Report(sy)

SECTION 2. DA-2021-0001, as attached hereto as Exhibit A , is hereby recommended to the City Council for approval.

SECTION 3
. The time within which judicial review must be sought for administrative decisions is governed by California Code of Civil Procedur e Section 1094.6.

PASSED and ADOPTED this 9th day of March 2022.

Attest:

_________________________________ ______________________________ Stephanie Yates John Tolson, Chairperson
Recording Secretary Planning Commission

Approved as to Form: Approved as to Content:

________________________________ ______________________________ David L.Caceres Sean Gibson
City Attorney Deputy Environmental Services Director/ City Planner

552
RES. NO. SVPC 03-2022
10 DA-2021-0001 PC Staff Report(sy)

I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Planning Commission of the City of Simi Valley, Californ ia, at a regular meeting held on March 9, 2022 by the following vote:

AYES:

NAYS:

ABSTAIN:

ABSENT:

ATTEST:

Stephanie Yates
Recording Secretary
553

EXHIBIT A
11 DA0401 AMD#03 PC Staff Report(lg)

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Simi Valley
Attn. City Clerk
2929 Tapo Canyon Road
Simi Valley, CA 93063

[Space above for recorder's use.]

This document is recorded for the benefit
of the City of Simi Valley and therefore is
exempt from the payment of a recording
fee pursuant to Government Code
Sections 6103 and 27383.

FOURTH AMENDED AND RESTATED DEVELOPMENT AGREEMENT [DA-2021-01 (DA-04-01 AMD#04)] BETWEEN THE CITY OF SIMI VALLEY AND RUNKLE

CANYON, LLC

This Fourth Amended and Restated Development Agreement DA -2021-0001 (“Agreement” or “DA-04-01 AMD#04”) is entered into by and between the CITY OF SIMI VALLEY, a municipal corporation (“City”), and RUNKLE CANYON, LLC, a Delaware Limited Liability Company and any successors or assigns (“Developer”), each a “Party,” and collectively “Parties,” on [date] [DA -2021-0001(the “DA-04-01 AMD#04 Effective Date”)], pursuant to the authority of California Government Code Sections 65864 et seq.

RECITALS

A. The Legislature of the State of California adopted the Development Agreement Legislation (Government Code Sections 65864 et seq.) which authorizes City to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property in order to, among other things: encourage and provide for the development of public facilities in order to support development projects; provide certainty in the approval of development projects in order to avoid a waste of resources and escalation in project costs and encourage an investment in and commitment to comprehensive planning which will make maximum efficient utilization of resources at the least economic cost to the public; and provide assurance to the applicants of development projects that they may proceed with their projects in accordance with existing policies, rules and regulations, subject to the conditions of approval of such projects and provisions of such development agreements.

B. Pursuant to City’s police powers, City is authorized to enter into binding agreements with person having legal or equitable interests in real property.

C. Developer is the owner in fee or has valid options to acquire, certain real property situated in or adjacent to the City of Simi Valley, County of Ventura (hereinafter “County”), State of California, consisting of approximately 1,596 acres (“Property”) described in Exhibit “A” and depicted on the Site Map Exhibit “B” attached hereto and incorporated herein by this reference.
554

12 DA0401 AMD#03 PC Staff Report(lg)
D. Developer desires to develop the Property as residential development and as open space and recreational uses as described in the Specific Plan.

E. In preparing and adopting the City of Simi Valley General Plan (“General Plan”), which allows a maximum of 700 units for the Property, City considered the health, safety and general welfare of the City’s and region’s residents and prepared a Final Environmental Impact Report for the Project. Without limiting the generality of the foregoing, in preparing and adopting the Specific Plan and in granting the Development Approvals, the City Council carefully considered and determined the existing and projected needs of the City for water service, sewer service, storm drains, flood control, electrical facilities, traf fic/circulation improvements, police and fire services, and similar improvements, facilities and services. The General Plan defined in this paragraph is the plan in effect at the time of the Operative Date of Development Agreement No. DA-04-01.

F. The City Council, in furtherance of the development of the Project has approved the Specific Plan and the Development Approvals.

G. The proposed Agreement is consistent with the objectives, policies and programs specified in the General Plan of the City;

H. The proposed Agreement is compatible with the uses authorized in, and the regulations prescribed for the zone in which the real property is located;

I. The proposed Agreement will not be detrimental to the health, safety and general welfare of the general public; and

J. The proposed Agreement will promote the orderly development of property and the preservation of property values in accordance with good land use practices.

L. The Planning Commission of City, after a duly noticed public hearing on April 7, 2004, considered and recommended approval of Development Agreement No. DA-04-01, in conjunction with the Development Approvals.

M. The City Council of City , after a duly noticed public hearing on April 26, 2004, considered and introduced for first reading Ordinance No. 1058 approving Development Agreement No. DA-04-01 in conjunction with the Development Approvals.

On May 10, 2004, the City Council passed and adopted Ordinance No. 1058 approving DA-04-01. DA -04-01 was recorded on May 26, 2004, as Document No. 20040526- 0147236 in the Official Records of the Office of the Recorder of the County of Ventura.

N. Pursuant to Section 4 of the Agreement, an Assignment and Assumption of Development Agreement No. DA -04-01 by Assignor Developer GreenPark Runkle 555

13 DA0401 AMD#03 PC Staff Report(lg)
Canyon, LLC, to Assignee Runkle Canyon, LLC, a Delaware limited liability company, dated August 4, 2005, was recorded on November 8, 2005, as Instrument No. 20051108- 0274668 in the Official Records of the Office of the Recorder of the County of Ventura County, and consented to by the City per the Consent of the City, dated August 15, 2005.

This Assignment to Runkle Canyon, LLC, is incorporated herein.

O. Pursuant to Section 20 of the Agreement, the City Manager of City and the Developer mutually agreed on December 4, 2005, to 1) amend Section 7 of the Agreement to require that no grading take place until the City Council approved staff issuance of the grading permit and 2) amend Section 24 to require the expiration date of the project’s Planned Development Permits be extended to the end of the Agreement’s Term. The City Manager and the Developer also mutually agreed on June 6, 2011 to amend Exhibit C, Part II(A)(1) in its entirety to require that approval of all Modifications to the Planned Development Permit be obtained for the project by the end of the Agreement’s Term. These amendments to the Agreement are incorporated herein.

P. The City Council of City, after a duly noticed public hearing on July 16, 2012, considered and introduced Ordinance No. 1197 for first reading, and, on August 13, 2012, adopted Ordinance No. 1197 approving DA -04-01 Amendment No. 1 to amend Section 3 of the Agreement to extend the Term for five years. This amendment to the Agreement is incorporated herein.

Q. The City Council of City, after duly noticed public hearing on August 15, 2016, considered and introduced Ordinance No. 1261 for first reading, and, on August 29, 2016, adopted Ordinance No. 1261 approving DA -04-01 Amendment No. 2 to allow the Developer to provide additional contributions to the City for specified purposes. Also included was a Second Amended and Restated Affordable Housing Agreement/ Senior Housing Agreement, which is attached hereto and incorporated by reference as Exhibit “H,” which set forth a payment by Developer in- lieu of providing 62 affordable dwellings for low income senior households pursuant to Resolution No. 2003- 70. The Second Amended and Restated Affordable Housing Agreement/Senior Housing Agreement further includes an additional density bonus provided to Developer due to a qualifying senior housing project. This amendment to the Agreement is incorporated herein.

R. The City Council of City, after duly noticed public hearing on February 25, 2019 considered and introduced Ordinance No. 1295 for first reading, and on March 11, 2019, adopted Ordinance No. 1295 approving DA-04-01 Amendment No. 3 to allow a to amend Section 3 of the Agreement to extend the Term for three years. This amendment to the Agreement is incorporated herein.

S. This Fourth Amended and Restated Development Agreement [DA -2021- 0001 (DA-04-01 AMD#04)] incorporates changes to Section 3 of the Agreement to extend the Term for five additional years. This will allow the Developer additional time to complete construction of the project and related improvements.

T. City hereby finds and determines that this Agreement, as approved by the City Council, is consistent with the General Plan and the Specific Plan and that this Agreement, is consistent with the Development Approvals.

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14 DA0401 AMD#03 PC Staff Report(lg)
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other considerations, the value and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. INCORPORATION OF RECITALS . The parties agree the foregoing Recitals are true and correct and incorporated into this Agreement.

1.1 DEVELOPMENT APPROVALS AND PROPERTY SUBJECT TO
THIS AGREEMENT. All of the Development Approvals and the Subject Property shall be subject to this Agreement. The permitted uses, the density and intensity of use, the location of uses, the maximum height and size of proposed buildings, and other standards of project design applicable to the Property shall be those set for th in the Existing Development Regulations and Development Approvals. The City hereby agrees that the land uses set forth in this Agreement are approved or will be approved pursuant to the terms of this Agreement. The EIR was prepared for the Project and was certified by the City Council. The Project site is to be developed in phases pursuant to the Specific Plan.

2. DEFINITIONS. The following words and phrases are used as defined terms throughout this Agreement, and each defined term shall have the m eaning set forth below.

2.1 “Annexation Date” shall mean the date that the Property annexation receives final approval from the Ventura County LAFCO board.

2.2 “Applicable Rules” shall mean those rules, regulations, and standards in effect upon the Approval Date.

2.3 “Approval Date” shall mean a date thirty (30) days after the approval of original agreement DA-04-01 by the City Council per Ordinance No. 1058.

2.4 “Development Approvals” shall mean all other approvals which were authorized, accepted or certified by the City in conjunction with the Agreement, including, but not limited to the Tentative Tract Map, Planned Development Permit and Modifications thereto, and Conditional Use Permit as listed in Exhibit G.

2.5 “Planned Development” or “PD” shall mean a Planned Development Permit.

2.7 “Project” shall mean all the Development Approvals and uses o f Property subject to the terms and public benefit of the Agreement.

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15 DA0401 AMD#03 PC Staff Report(lg)

2.8 “Property” shall mean that certain real property described in Exhibit “A” and depicted on Exhibit “B” to this Agreement.

2.9 “RBPAS” shall mean the City’s Residential Building Permit Allocation System.

2.10 “SOAR” shall mean the Save Open- Space and Agricultural Resources City Urban Restriction Boundary initiative measure adopted by the voters on November 3, 1998.

3. TERM. The Term of this Agreement shall commence on the Approval Date and shall extend for a period of eight (8) years following the date of the issuance of the first building permit for the project. Notwithstanding the above, the maximum term of this Agreement shall be ten (10) years from the Approval Date and further extended an additional five (5) years by Development Agreement Amendment DA-04-01 Amendment #1 per City Council Ordinance No. 1197. On March 11, 2019 the Development Agreement Amendment DA -04-01 Amendment #3 extended the Term for an additional three years per City Council Ordinance No. 1295. Additionally, the Term of the Development Agreement is further extended an additional five (5) years, until June 10, 2027 by Development Agreement DA -04-01 Amendment #04 (DA -2021-0001) per City Council Ordinance. The Term has been established by the Parties as a reasonable estimate of the time required to carry out the Project, develop the Property and obtain the public benefits of the Project and the Agreement. City finds that a term of such duration is reasonably necessary to assure City of the realization of the public benefits from the Project. In establishing and agreeing to such term, City has determined that this Agreement incorporates sufficient provisions to permit City to monitor adequately and respond to changing circumstances and conditions in granting permits and approvals and undertaking actions to carry out the Project.

4. ASSIGNMENT
. The rights of Runkle Canyon, LLC, a Delaware general partnership under this Agreement may not be transferred or assigned unless the written consent of the City is first obtained. Such consent shall not be unreasonably withheld.

16 DA0401 AMD#03 PC Staff Report(lg)

5. EFFECT OF AGREEMENT ON LAND USE REGULATIONS . The parties hereby agree that, for the term of this Agreement, the rules, regulations and official policies governing the design, improvement and construction standards and specifications applicable to development of the Property shall be those rules, regulations and official policies in force at the time of the Operative Date, except Developer shall be subject to the uniform codes procedural regulations, construction specifications, City processing fees and development fees which are in effect at the time of payment of the fees and other exceptions specified in this Agreement.

6. EXHIBITS
. Exhibits to this Agreement are as follows:

Exhibit “A” Legal Description of Property.

Exhibit “B” Site Plan of Property.

Exhibit “C” Consideration and Development Schedule.

Exhibit “D” Prioritization Criteria.

Exhibit “E” Grant of Conservation Easement. (Executed/Recorded Copy Included)
Exhibit “F” Runkle Ranch Open Space/Management Plan.
(Executed/Recorded Copy Included)
Exhibit “G” List of Property’s Development Approvals
Exhibit “H” Second Amended and Restated Affordable Housing Agreement (“Senior Housing Agreement”) (AH-O-47
AMD#2) (Executed/Recorded Copy Included)

7. TIMING OF DEVELOPMENT
. The timing of development shall be in
accordance with the Development Schedule shown in Exhibit “C” and attached hereto, provided that no grading shall take place on the site until the City Council approves staff’s issuance of a grading permit.

8. ALLOCATION GRANTS
. RBPAS and SOAR. The Property’s Development
Approvals shall provide additional public benefits that advance the purposes of the RBPAS and SOAR as follows:
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17 DA0401 AMD#03 PC Staff Report(lg)

a. Senior Affordable Housing. In compliance with the requirements of the RBPAS, and the Priorit ization Criteria identified in Exhibit D (Resolution No. 2003- 70), for placement in the Development Agreement Queue, Developer shall pay an in-lieu fee for ninety-two (92) income eligible senior households in accordance with the Second Amended and Restated Affordable Housing Agreement/Senior Housing Agreement (AH- O-47 AMD#2) between the Developer and City identified in Exhibit H.

b. Air Quality. Developer shall undertake all the possible Air Quality mitigation measures identified in Exhibit D, the Prioritization Criteria, in order to maximize all possible point scores.

9. PROJECT DEVELOPMENT STANDARDS
. Pursuant to Section 65865.2
of the California Government Code, the permitted uses, the density and intensity of use, the maximum height and size of proposed buildings and provisions for reservation and dedication of land for public purposes shall be as contained in the Development Approvals and the applicable rules incorporated herein by reference.

10. POLICE POWER. In all respects not provided for in this Agreement, City shall retain full rights to exercise its police power to regulate the development of the Property. Any uses or developments requiring additional Tentative Tract Maps, Special Use Permits (including Conditional Use Permits), Variance, or other discretionary permits or approvals in accordance with the Specific Plan or City’s zoning or other land use regulations, shall require a permit or approval pursuant to this Agreement, and, notwithstanding any other provision set forth herein, this Agreement is not intended to vest Developer’s right to the issuance of such permit or approval nor to restrict City’s exercise of discretion with respect thereto. Not by way of limitation of the foregoing, it is specifically understood that City reserves the right to amend, pursuant to procedures provided by law and this Agreement, the Specific Plan and other City laws, rules, regulations, and policies applicable to the Property as to which Developer’s rights are not expressly vested and such amendment or amendments shall be binding on the Property except to the extent that the same conflict with the express provisions of this Agreement.

11. PUBLIC BENEFITS
. The parties acknowledge and agree that Project will
result in substantial public needs which will not be fully met by the Development Approvals and further acknowledge and agree that this Agreement confers substantial private benefits on Developer which should be balanced by commensurate public benefits.

Accordingly, this Agreement provides consideration to the public in order to balance the private benefits conferred on Developer.

Under the Second Amended and Restated Development Agreement the Developer provided a new public benefit consisting of a contribution of three million nine 560

18 DA0401 AMD#03 PC Staff Report(lg)
hundred thousand dollars ($3,900,000) to the City for public improvements, public services, and community amenities as set forth in Exhibit C, Part 1.A(2), pursuant to Government Code Sections 65865(e) and 66006.

12. COVENANTS RUN WITH THE LAND
. All of the provisions, agreements,
rights, powers, standards, terms, covenants and obligations contained in this Agreement shall be binding upon the Parties and their respective heirs, successors (by merger, consolidation, or otherwise) and assigns, devisees, administrators, representatives, lessees, and all other persons or entities acquiring the Subject Property, any lot, parcel or any portion thereof, or any interest therein, whether by sale, operation of law or in any manner whatsoever, and shall inure to the benefit of the Parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns. All of the provisions of this Agreement shall be enforceable during the Term as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, but not limited to Section 1468 of the Civil Code of the State of California. Each covenant to do or refrain from doing some act on the Subject Property hereunder, or with respect to any City owned property or property interest: (i) is for the benefit of such properties and is a burden upon such property, (ii) runs with such properties, and (iii) is binding upon each party and each successive owner during its ownership of such properties or any portion thereof, and each person or entity having any interest therein derived in any manner through any owner of such properties, or any portion thereof, and shall benefit each party and its property hereunder, and each other person or entity succeeding to an interest in such properties.

13. CONSTRUCTIVE NOTICE AND ACCEPTANCE
. Every person who now
or hereafter owns or acquires any right, title, or interest in or to any portion of the Project or the Property is and shall be conclusively deemed to have consented and agreed to every provision contained herein, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Project or the Property.

14. CONSIDERATION AND DEVELOPMENT SCHEDULES
. The parties
hereby agree to the Consideration and Development Schedules set forth in Exhibit “C” hereto.

15. COOPERATION
. The mutual undertakings and assurances described in
this Agreement are for the benefit of City and Developer and promote comprehensive planning, private and public cooperation and participation in the provision of public facilities, and the effective and efficient development of infrastructure and facilities supporting development. City and Developer agree that they will not take any actions which are intended to circumvent this Agreement.

16. DEFAULT OF DEVELOPER . Developer shall be in default under this Agreement upon the occurrence of one or more of the following events or conditions:

19 DA0401 AMD#03 PC Staff Report(lg)

17. DEFAULT OF CITY
. The City shall be in default under this Agreement if it imposes upon Developer rules, regulations or official policies governing the permitted uses, density, maximum height and size of proposed structures, and reservations (dedications) of land for public purposes of the Property or the design, improvement and construction standards and specifications applicable to the development of the Property, which are not substantially the same as those rules, regulations and official policies in effect at the time of the Agreement Date, except as otherwise expressly permitted herein.

Non-performance shall not be excused because of an act or omission of any person not a party to this Agreement.

19. DAMAGES UPON DEFAULT; SPECIFIC PERFORMANCE
. The only
damage available to Developer in the event of default by City is that of Specific Performance.

All of the terms of this Agreement shall be specifically enforceable by either party hereto.

20 DA0401 AMD#03 PC Staff Report(lg)
made in the Planned Development Permit without review and approval by those agencies of the City which approval is presently required under the existing rules or procedures of the City. A change, modification, revision or alteration in the Planned Development Permit shall not be effective until the parties hereto amend this Agreement to specifically incorporate it. However, any amendment which does not relate to the term, permitted uses, density or intensity of use, height, or size of buildings, provisions for reservation and dedication of land, or monetary contribution by Developer shall not require notice of or a public hearing and can be approved by the City Manager.

21. HOLD HARMLESS
. Developer hereby agrees to, and shall, defend,
indemnify, save and hold City and its elected and appointed boards, commissions, officers, agents, and employees harmless from any and all claims, actions, costs, and liability for any damages, personal injury or death, which may arise, directly or indirectly , from Developer or Developer’s contractors’, subcontractors’, agents’, or employees’ operations under this Agreement. However, City shall select the Attorney to represent the City and shall control the lawsuit or other legal action. The terms in this Section shall survive any termination of this Agreement.

22. OPERATING MEMORANDA
. The provisions of this Agreement require a
close degree of cooperation between City and Developer and the refinements and further development of the Project may demonstrate that clarifications are appropriate with respect to the details of performance of City and Developer. If and when, from time to time, during the term of this Agreement, City and Developer agree that such clarifications are necessary or appropriate, they shall effectuate such clarifications through operating memoranda approved by City and Developer, which, after execution, shall be attached hereto, and may be further clarified from time to time as necessary with future approval by City and Developer. No such operating memoranda shall constitute an amendment to this Agreement requiring public notice or hearing. The City Attorney shall be authorized to make the determination as to whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such a character to constitute an amendment hereof pursuant to Section 20. Upon such a finding, the City Manager may execute any operating memoranda hereunder without City Council action.

23. IMPOSITION OF COVENANT OF EASEMENT BY ORDINANCE. Nothing herein shall preclude the City from acting pursuant to Government Code Sections 65870 et seq. in furtherance of implementing this Agreement.

24. TENTATIVE TRACT MAP EXTENSION
. Pursuant to Government Code
Section 66452.6(a), the term of any tentative map for any subdivision shall automatically be extended for the term of this Agreement. The term for any previously approved Planned Development Permit (PD), Conditional Use Permit (CUP), or Modification thereto, or the time limits for when future PD’s, CUP’s, or Modification’s must be approved 563

21 DA0401 AMD#03 PC Staff Report(lg)
by the City, may be extended by the City Manager, for any period of time up to and including the term of this Agreement.

25. TIMING OF DEVELOPMENT
. The Parties acknowledge that Developer
cannot at this time predict when or the rate at which phases of the Property will be developed. Such decisions depend upon numerous factors which are not within the control of Developer, such as market orientation and demand, interest rates, absorption, completion and other similar factors. Since the California Supreme Court held, in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, that the failure of the parties in that case to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties’ agreement, it is the parties’ intent to cure that deficiency by acknowledging and providing that Developer shall have the right to develop the Property in such order and at such rate and at such times as Developer deems appropriate within the exercise of its subjective business judgment, including with respect to single- family and senior housing units to be developed as part of the project. The timing or phasing requirements set forth in the Development Approvals with respect to the senior housing units, specifically Conditions of Approval A -16 and A- 17, are superseded by this Section 25. Any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of development of the property, shall be deemed to conflict with the Development and/or this Agreement, and therefore shall not be applicable to the development of the Property.

26. MISCELLANEOUS PROVISIONS
.

(b) It is specifically understood and agreed by and between the parties hereto that the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement.

No partnership, joint venture or other association of any kind is formed by this Agreement. (c) The captions of this Agreement are for convenience and reference only and shall in no way define, explain, modify, construe, limit, amplify or aid in the interpretation, or meaning of any of the provisions of this Agreement.

(d) This Agreement constitutes the entire understanding and agreement of the Parties and supersedes all previous negotiations, discussions, and agreements between the Parties with respect to all or part of the subject matter hereof. No parol evidence of any prior or other agreement shall be permitted to contradict or vary the terms of this Agreement.

564

22 DA0401 AMD#03 PC Staff Report(lg)
(e) This Agreement is not intended to alter the obligations of the parties under any other contracts existing between them, whether signed before, after, or in conjunction with this Agreement.

(g) This Agreement is not intended, nor shall it be construed, to create any third- party beneficiary rights in any person who is not a party, unless expressly otherwise provided.

(j) The time limits set forth in this Agreement may be extended or shortened by mutual written consent of the parties.

(k) Pursuant to Government Code Section 65867.5, any tentative map prepared for any subdivisions of Project shall comply with the provisions of Gov ernment Code Section 66473.7 relating to the availability of water supply.

565

23 DA0401 AMD#03 PC Staff Report(lg)

27. AUTHORITY TO E XECUTE. Developer warrants and represents that (i) Developer is duly organized and existing, (ii) it is duly authorized to execute and deliver this Agreement, (iii) by so executing this Agreement, Developer is formally bound to the provisions of this Agreement, (iv) Developer’s entering into and performance of its obligations set forth in this Agreement does not violate any provision of any other Agreement to which Developer is bound, and (v) there is no existing or threatened litigation or legal proceeding of which Developer is aware which could prevent Developer from entering into or performing its obligations set forth in this Agreement.

To City: CITY OF SIMI VALLEY
2929 Tapo Canyon Road
Simi Valley, California 93063

To Property Developer: Runkle Canyon, LLC
Keltie Cole and Haggai Mazler
25152 Springfield Court, Suite 180
Valencia, CA 91355

` and a copy by mail to:

KB Home, Attn: Legal Department,
10990 Wilshire Blvd., Seventh Floor, Los
Angeles, California, 90024

And by e-mail to: [email protected]

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24 DA0401 AMD#03 PC Staff Report(lg)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

Attest: City of Simi Valley, A Municipal Corporation

By:

Lucy Blanco, City Clerk Keith L. Mashburn, Mayor of the City of Simi Valley, California

Approved as to Form: Runkle Canyon, LLC
A Delaware Limited Liability Company

By:

David L. Caceres, City Attorney Keltie Cole, Authorized Agent

Approved as to Content:

Brian Paul Gabler, City Manager

Joe Toney
Administrative Services Director

Stratis Perros,
Environmental Services Director
567

EXHIBIT “A”

LEGAL DESCRIPTION OF PROPERTY

Real property in the City of Sim i Valley, County of Ventura, State of California, described as follows:

All of the subdivision within th e City of Simi Valley, County o f Ventura, State of California being a subdivision of Tract 5364-1 through 3, as re corded in Book 162, Pages 31 to 89, and Tract 5364-4 as recorded in Book 163, Pages 6 to 30, inclusive, of Maps in the Office of the County Recorder of said County.

25 568

EXHIBIT “B”

SITE PLAN OF PROPERTY

26 569

EXHIBIT “C”

CONSIDERATION AND DEVELOPMENT SCHEDULE

Part I: Consideration Schedule

Developer shall deliver to City the following consideration under this Agreement:

A(1). Public Facility Contri bution. Developer shall pay City an amount equal to four million two hundred eighty nine thousand two hundred fifty dollars ($4,289,250) ($10,750 per unit), subject to adj ustment as provided below, fo r the three hundred and ninety-nine (399) market rate bu ilding permits for the Project applied for by Developer.

The Public Facility Contributio n shall be adjusted upward once every twelve months from the Development Agreement D ate by an amount equal to the p ercent increase of the Consumer Price Index (CPI) in the Los Angeles – Long Beach CPI from the Development Agreement Date to the most recently published perio d with a minimum annual increase of two percent (2%) of the fee due for each bui lding permit. Except for the Advance Payment described in Section C below, the Public Fa cility Contribution shall be paid at the time of Zoning Clearance approval by the D epartment of Environmental Services for each of the additional 353 market ra te units [461 – 62 affordable units – 46 units in Advance Payment = 353 additional market rate units].

A(2). Public Improvements, Public Services, and Community Amen ities Contribution. Developer shall also pay City an amount equal to three million nine hundred thousand dollars ($3,900,000), which shall be deposited in a trust fund used by the City for public facilities, including public road improveme nts; public services and improvements for senior center facilities and activities; trans it expenses, fees and community amenities, such as bus shelters; and the maintenance, repair, operation, programming, salaries and services related to all of the foregoing, whether one-time or recurring; and other related public facilities. The contributi on shall be based upon the 27 570

following schedule: first payment of nine hundred seventy-five thousand dollars ($975,000) upon the building permit issued for the seventy-fift h (75 th) unit on the Property; second payment of nine hundred seventy-five thousand dollars ($975,000) for the building permit of the one hundred fiftieth (150 th) unit on the Property; third payment of nine hundred seventy-five thousand dollars ($975,000) upon t he building permit issued for the two hundred and twenty-fifth (225 th) unit on the Property; fourth payment of nine hundred seventy-five thousand dollars ($975,000) upon t he building permit issued for the two hundred and seventy-fifth (275th) unit on the Property; or all payments shall be made no later than five (5) years following the DA-04-01 AMD#2 Effective Date, whichever occurs first. The City shall not issue building perm its for more than seventy- four 74 units on the Property pri or to the Developer’s first pa yment of the $3,900,000 Public Facility Fee.

B. Sequoia Avenue Improvements. In addition to, but concurren t with the payment of the Public Facility C ontribution, Developer shall pa y to City one hundred thousand dollars ($100,000) to be deposited in a trust fund for the future improvements to Sequoia Avenue, Talbert Avenue, Corto Street, Fitzgerald Roa d, and other streets connecting to Sequoia Avenue south of Royal Avenue, that may be required to address traffic impacts resulting from the Project. The payment for these improvements shall be made at the same time, and in the same proportion, as the Public Facility, at the rate of one thousand dollars ($1,000) per unit, provided, however, that the total amount due under this paragraph shall have been paid in full at the time o f approval of the Zoning Clearance for the 100th unit.

C. Advance Payment of Public Fac ility Contribution. Developer shall advance payment to City, 180 days after the Annexation Date, or issuance of the first Zoning Clearance, whichever com es first, in the amount of four hundred ninety four 28 571

thousand five hundred dollars ($494,500) of the total Public Facility Contribution for the first 46 market rate units (collectively referred to as the “Ad vance Payment”). The Advance Payment shall be adjust ed upward once every 12 months f rom the Development Agreement Date to the most recently published period by an amount equal to the percent increase of the CPI, with a minimum annual increase of two percent (2%). The Advance Payment shall be credited towards th e Public Facility Contribution due on each of the first forty six (46) building p ermits issued by City for the Project, as follows: $10,750 x 46 = $494,500.

D. Guaranteed Annual Payment of Public Facility Contribution. City has expressed concern that if Developer’s development of the Project does not proceed at a reasonably deliberate pace, City’s receipt of the total Public Facility Contribution might be unduly delayed. Developer her eby agrees that, commencing on e year following the date of the Advance Payment as pr ovided in Section I.C, Develop er will pay City an amount per year equal to the Public Facility Contribution for s ixty eight ( 68) building permits, less the number of building permits for which the Publ ic Facility Contribution is paid prior to the date the Guarant eed Annual Payment becomes du e (the “Guaranteed Annual Payment”). The Guaranteed Annual Payment shall be in ad dition to the Advance Payment described in Section C above. The Guaranteed A nnual Payments together with the Advance Paymen t, subject to the CPI Index adj ustment, shall constitute the Public Facility Contribution for three hundred a nd ninety-nine (399) building permits.

E. Residential Building Permit Allocation System. To satisfy t he requirements of the RBPAS and t he Prioritization Criteria to al low placement of the Project in the Development Agree ment Queue, Developer agrees to make the following contributions:
29 572

1(a). Affordable Housing Requir ements. In full satisfaction of a l l affordable housing obligations with respect to the development of the Property, Developer shall pay in-lieu fees for 30 affordable units in the a m o u n t o f n i n e hundred thousand dollars ($900,000), ($30,000 per unit) and Developer shall pay for 62 affordable units, the am ount of three million one hundred thousand dollars ($3,100,000) ($50,000 per unit) in accordance with the requirem ents of this Agreement and the Second Amended and Restated Affordable Housin g Agreement (AH-O-47 AMD#2). Thes e in-lieu fees shall be used to construct or otherwise provide housing affordable to income eligible senior households. Said in-lieu fees shall be paid by the Developer as set forth in the schedules in accordance with the Second Amended and Restated Affordable Hous ing Agreement (AH-O-47 AMD#2), which are as follows:
1(b). For the In-Lieu Fee of $30,000 per unit of 30 affordable dwelling units: The first two hundred fifty thousand ($250,000) shall b e paid at the time of the approval of the first residen tial Zoning Clearance for the 138-unit senior development within the Project. An additional two hundred and fifty thousand dollars ($250,000) shall be paid within one year after that dat e. The remaining four hundred thousand dollars ($400,000) shall be paid at the t ime of the approval of the Zoning Clearance that includes the 200th unit for the Project. 1(c). For the In-Lieu Fee of $50,000 per unit of 62 affordable dwelling units: first payment of seven hundred seventy-five thousand do llars ($775,000) upon the building permit issued for the seventy-fifth (75 th) dwelling unit on the Property; second payment of seven hundred seventy-five thousand dollars ($775,000) upon the building permit issued for the one hundred fiftieth (150th) unit on the Property; third payment of seven hundred seventy-five th ousand dollars 30 573

($775,000) upon the building permit issued for the two hundred and twenty-fifth (225th) unit on the Property; and, fourth payment of seven hundred se venty-five thousand dollars ($775,000) upon the building permit issued for the two hundred and seventy-fifth (275 th) unit on the property; or, all payments shall be made no later than five years following the Effective Date of the Secon d Amended and Restated Affordable Housing Agreement/Senior Housing Agreement (AH-O-47 AMD#2), whichever occurs first. The City shall not issue build ing permits for more than seventy-four units on the Property prior to the Devel oper’s first payment of the In-Lieu Fee.

2. Air Quality. Developer sha ll undertake all possible mitigat ion measures identified in Exhibit E, the Prioritization Criteria, Section II.A., and maximize all possible point score s; provided, however, that in satisfying the requirements of Air Quality Crit eria 4.c., saving of trees on t he development site, Developer shall be required to save in place all of the trees rated C or better as are identified in the tree repor t prepared by Richard Ibarra of Trees Etcetera, Addendum letter number 4, dated March 25, 2004. In the event that any Coast Live Oak, Scrub Oak, California Pepper and California Sycamore trees cannot be saved in place, the Developer shall transplant these trees on s ite. This transplantation shall conform to the tree transplantation stand ards contained within the Standards for Nursery Stock prepared by the American Standards Institute, dated November 6, 1996.

3. Hillside Protection. Developer shall record “Conservation Easements” totaling approximately 1,096 ac res identified as Par cels F, H, I, K, FFF, GGG, HHH, III, JJJ, MMM, NNN, and OOO in Tentative Tract Map 5364, no later than thirty (30) days after recordation of the applicable final tract map and 31 574

undertake the Hillside Protection Mitigation measures specified i n t h e Development Approvals. This Conservation Easement is separate from and in addition to the golf course dedication discussed below.

F. Golf Course Dedication. Within thirty (30) days of the Ann exation Date, Developer shall offer to dedicate to the City Parcels KKK and L LL consisting of approximately 190 acres as defined in Tentative Tract Map 5364. No consideration shall be required for acceptance of the offer by the City beyon d that provided in this Development Agreement.

Within thirty (30) days of the Annexation Date, Developer shall offer to dedicate to the City Parcel J consisting of approximately 27 acres as defined in Tentative Tract Map 5364. Such offer shall be subject to a reversionary intere st in favor of the Developer. No consideration s hall be required for acceptance o f the offer by the City beyond that provided for in this Development Agreement. If the City does not accept the offer within six (6) months of receipt of the offer to dedi cate for the express purpose of construction and operation of a public golf course said offe r shall expire. If the City accepts within six (6) months of receipt of the offer to dedicate, for the express purpose of construction and operation of a public golf course, the City shall have eighteen (18) months from the date of acceptanc e within which to begin physical construction of a public golf course. If the City does not begin physical construction within that eighteen (18) month period, parcel J shall revert to the Developer.

G. Water Tank Site. Developer shall offer to dedicate a water tank site identified as Parcel KK of Tract Map 5364 no later than one hun dred eighty (180) days after Annexation Date, or recordation of final map, whichever comes first.

32 575

Part II: Development Schedule
A. Applications for Initial Approvals. Developer shall submit applications for the following approvals within the time frames set forth below. The failure of Developer to submit applications for the Initial Approvals within the per iods set forth below shall constitute a default under this Agreement.

1. Planned Development Permits. Within the Term of the
Development Agreement, Developer shall apply for and receive ap proval of all Planned Development Permit(s) or Modification(s) to the Master Planned Development Permit that will en able development of the Project on all or any portion of the Property.

2. Development of Senior and Senior Affordable Units. The Proj ect’s Specific Plan SP-S-24 allows f or a 138-unit senior condominium development with affordable units for low inc ome senior households within P lanning Area 4, which incorporates a density bonus of 32.9% approved by the City in accordance with California Government Code Sections 65915(b)(1)(A) and (f) (1) of the California Government Code, and such density bonus is further described in the Second Amended and Restated Affordable Housing Agreement/Senior Housing Agreement (AH-O-47 AMD#2). Dev eloper shall pursue to completio n the development of the 138 senior units within the Project, consistent with Section 25 (Timing of Development) of this Agreement.

33 576

EXHIBIT “D”
RES. NO 2003-70

PRIORITIZATION CRITERIA
for the
Residential Building Permit Allocation System

Section I - ESTABLISHMENT OF A REVIEW PROCESS

A. Grant Allocations. Grant allo cations shall be awarded after a project has been placed in a Queue. Placement in a Queue will be determined by the ranking of a project utilizing Criteria.

B. Criteria. Criteria will be used to evaluate the impact of p roposed development projects on affordable housing, resource conservati on, air quality, project location, longevity, development agreements, a nd density.

The evaluation of development projects will be accomplished thr ough the assignment of points based upon consistency with criteria set f orth in Section II. The categories of Criteria are:

1. Air Quality

2. Infill Development (location on the Valley floor)

3. Affordable Housing

4. Development Agreement

C. Scoring System. Points earned within each category of the C riteria shall be summed for each development pro ject. The project(s) with th e highest point total shall be placed into a Queue in the Allocation System.

Section II - CRITERIA

Development projects will be ev aluated pursuant to the Criteria w h i c h a l l o w s f o r a maximum possible points of 153 as set forth as follows:

A. Air Quality (93 points)

1. Public Transportation (8 points)

a. The development project is located within:
i. One-quarter (1/4) mile of a t ransit stop (6 points), or ii. One-half (1/2) mile of a transit stop (3 points).

b. The project will construct, or contribute to a City trust fu nd for the construction of, a City approved bus turnout, per the City's existing or proposed bus system routes. The turnout will be in place at the time of occupancy to meet the public transportation demand generated by the development
project (2 points). The amount c ontributed to the trust fund 34 577

would be determined based on the cost of construction of a bus turnout. Funds contributed under this criterion may also be used for the purchase of natural gas vehicles (vans or buses) to enhance the efficiency of the City’s existing vehicles or dispatch system that demonstrably reduces
traffic congestion and improves air quality.

2. Private Transportation (12 points)

a. A minimum contribution of $107.08 per unit to the City for use in an "Air Quality Impact Fund" (1 point). Each
additional $107.08 per unit contribution will receive an additional 1 point, up to a maxim um total of 12 points. (0-12 points) Contributions made can be used to offset any
required environmental air quality mitigation fees.

b. The project will provide van or shuttle service for use by i ts residents. The shuttle must be part of the project’s
conditions of approval and remain in place for a minimum of 10 years. Termination of the se rvice prior to the minimum ten-year period will require con tribution to the Air Quality Fund of $25,000 for each year of non-operation. This
criterion is limited to rental development or to projects that are able to provide long-term control. (12 points)

3. Proximity to Shopping Facilities (2 points)

The project is located in close proximity to daily shopping fac ilities such as: supermarkets, restaur ants, dry cleaners and/or retail clothing stores.

a. The development project is located within:

i. One-quarter (1/4) mile of a neighborhood commercial
center (2 points), or
ii. One-half (1/2) mile of a neighborhood commercial
center (1 point).

4. Building Design and Amenities (71 points)

a. All residential units incorporate features or use materials that provide for energy savings that exceed the minimum
requirements under Title 24, as follows:

i. Exceed minimum requirements by fifteen (15)
percent. (25 points)
35 578

ii. Exceed minimum requirements by twenty (20)
percent. (50 points)

b. Meandering public sidewalks or pedestrian pathways are provided to reduce on-site automobile usage. (1 point)

c. Trees on the development site will be saved and
incorporated into the site plan or the parkway to help
conserve energy within the dw elling unit(s). Trees saved must also have been rated by a certified arborist in a tree report prepared for the project at "C" condition or better, and be evaluated as a Class No. 1, 2 or 3 according to the
“Shade Tree Evaluation” publis hed by the International Shade Tree Conference, Incorporated. The project shall be awarded 2 points for every 20% of the trees rated C or better and Class 1, 2, or 3 being saved on site or relocated. (0-10 points)

d. New Trees

i. Detached Dwelling Units

Five (5) points per tree, up to a total of ten (10) points for two (2) trees, shall be granted if the developer
agrees to:

* If all of the required trees cannot be placed within the development, the developer shall either (a) make
a contribution to the City’s tree fund for the remaining number of trees, or (b) donat e the remaining trees to
the Park District or the School District to be planted in designated public areas.

** When the developer is not responsible for installing the landscaping on each individual lot, the developer
will provide a tree voucher to each homeowner at the
close of escrow for the selection and installation of the required tree(s), in accordance with approved
landscape plans. The tree(s) must be installed within twelve (12) months of the home receiving a final
inspection certificate from the City. All homeowners
36 579

will be informed in writing of the requirements
regarding the installation and maintenance of their
tree(s). Such requirements will also be incorporated
into the project CC&R’s, and the HOA will be
responsible for the enforcement of these
requirements.

ii. Attached Dwelling Units

Five (5) or ten (10) points shall be granted if the
developer agrees to:

(2) contribute $1,000 per two (2) units (5 points) or
$1,000 per unit (10 points) to a tree fund.

* If all of the required trees cannot be placed within the development, the developer shall either (a) make
a contribution to the City’s tree fund for the remaining number of trees, or (b) donat e the remaining trees to
the Park District or the School District to be planted in designated public areas.

The tree fund will only be used by the City to plant and replac e equal size trees in the public right-of-way, or on publicly own ed property, per the City’s annual Tree Removal and Replacement Program and/or Landscape District Planning Program.

B. Infill (10 points)

1. Project Location (10 points)

a. The project is on the valley fl oor; or the project is locate d immediately adjacent to the valley floor, consists of 30 units or less, and is developed on slopes of 15% or less. (10 points)

C. Housing (30 points)

All affordable units designated for very low income households shall be regulated by an Affordable Housi ng Agreement and will have rece ived all project approvals before submitting an application for allocation grants.

37 580

1. Affordable Housing (30 points)

a. The project provides housing for lower or very low-income households, by reserving at least five (5) percent of the total project units as affordable, as follows:

i. Fifteen (15) points for each 5% of the total units
designated for lower or very low income households.
(no more than a total of 30 points).

D. Development Agreement (20 points)

Pursuant to Government Code Section 65864, a development agreem ent has been approved concurrently with the project's approval. Al l projects that receive points under this section of the Prioritization Cr iteria must show substantial evidence of co mpliance with all three componen ts of the Managed-Growth Plan, Measure “Q”: reducing air quality impacts; protecting the hillsides; and providing affordable housing. In addition, the Development Agreement shall also further each of the purposes of the Simi Valley Save Open-space and Agricultural Resources Measure “O”.

All projects that enter into a development agreement for the pu rpose of being placed in the Development Agreement Queue or for receivin g 20 points in the Prioritization Crit eria for placement in the All Other Projects Queue will be required to provide 20% of the units as affordabl e to low and very low-income households. If the developer or applicant wants another builder to provide the affordable component requirement off-site, a monetary contribution of $10,000 to $50,000 per unit will be re quired, depending on what is negotiated in the Development Agreement. ( 20 points)

38 581
39 ., • ' Recorded at lhe request of:

Simplifile
Recording Requested By
First American Title HSD
'i"l.R '1 ct 4-L3

RECORDING REQUESTED BY AND )
WHEN RECORDED MAIL TO: )
Mountains Recreation and
Conservation Authority
570 West Avenue 26, Suite 100
Los Angeles, Ca 90065
Attn: Dawn Yasui
Moil Tox Sfotements To:
)
)
)
)
)
)
)
)
)
20181011-00115326-0 1/27
Ventura County Clerk and Recorder
MARK A.LUNN
10/11/2018 10:18:56 AM
1392600 $.00 RE
Electronically Recorded in Official Records,
County of Ventura
SAME AS ABOVE ) _______________ _
APN: 685-0--040-40-0; 685-0-040-41-5" 685-0-040-42-S-
685-0-040-52-0 and 685-0-130-21-0 ' ' Space Above Line for Recorder's Use Only This transaction is exempt from California documentary transfer tax pursuant to Section 11922 of the California Revenue and Taxation Code.

This document is exempt from recording fees pursuant to Section 27383 of the California Government Code

GRANT OF CONSERVATION EASEMENT
THIS GRANT OF CONSERVATION EASEMENT ("Conservation EasementJ is made August 15, 2018, by RUNKLE CANYON, LLC, a Delaware limited liability company ("Grantor"), in favor of the Mountains Recreation and Conservation Authority ("Grantee"). Grantorand Grantee are sometimes singularly referred to herein as a "Party" and collectively as the "Parties."

RECITALS
A. Granter is the sole owner in fee simple of certain real property consisting of approximately 346.19 acres, located in the City of Simi Valley, Ventura County, California, and described in Exhibit "A" attached hereto, and shown in Exhibit "B", attached and by this reference made a part hereof ("Easement Area").

B. Landowner intends that the Conservation Values ("Conservation Values") of the Easement Area be preserved and maintained by permitting only those land uses that do not significantly conflict with those Conservation Values as are listed and described herein.

MollTox Statements To:

SAME AS ABOVE
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40 C. Grantor intends, as the owner of the Easement Area, to convey to Grantee the right to preserve and protect the Easement Area as described herein in perpetuity. The Mountains Recreation and Conservation Authority (MRCA) is a local government public entity established in 1985 pursuant to the Joint Powers Act. The MRCA is a local partnership between the Santa Monica Mountains Conservancy, which is a state agency established by the Legislature, and the Conejo Recreation and Park District and the Rancho Simi Recreation and Park District both of which are local park agencies established by the vote of the people in those communities. The MRCA is dedicated to the preservation and management of local open space and parkland, watershed lands, trails, and wildlife habitat.

D. The Easement Area is subject to a Habitat Mitigation and Monitoring Plan dated July 19, 2005 prepared by Michael Brandman Associates for GreenPark Runkle Canyon, LLC and the Habitat Mitigation and Monitoring Plan Addendum ("Addendum") dated February 4, 2013 (collectively the 'Mitigation Plan").

E. The Conservation Values as stated in the Mitigation Plan are as follows:

The preservation of 346.19 acres of undeveloped land will allow a permanent wildlife corridor to exist between open space areas to the southwest and east of the project site, and will preserve wildlife habitat in perpetuity. Enhancement and preservation in perpetuity of the southern wetland area (Wetland 1) will conserve occupied habitat for the spadefoot toad (1.15 acres), a CDFW listed Species of Special Concern. Finally, enhancement and preservation in perpetuity of the vernal pool (.87 acre) will preserve this delicate habitat for native plant and animal species that are endemic to vernal pools, many of which are listed as special status species. A copy of Exhibit 3 from the Addendum is attached hereto as Exhibit C which depicts the location of the Spadefoot Relocation Area Wetland and Vernal pool.

NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

COVENANTS, TERMS, CONDITIONS AND RESTRICTIONS

1. Grant of Conservation Easement. Grantor hereby voluntarily grants and conveys to Grantee a Conservation Easement in perpetuity over the Easement Area pursuant to the provisions of Civil Code section 815 et seq. This Conservation Easement shall run with the land and be binding on Grantor's heirs, successors, administrators, assigns, lessees, and other occupiers or users of the Easement Area or any portion of it.

2. Purpose. The purposes of this Conservation Easement is to ensure the Easement Area will be retained forever in its natural, restored, or enhanced condition P 4/8-16(klk) 2
CAM #4820-2925-3743 vi
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41 r r
and to prevent any use of the Easement Area that will impair or interfere with the Conservation Values of the Easement Area. Grantor intends that this Conservation Easement will confine the use of the Easement Area to activities that are consistent with such purposes, including, without limitation, those involving the preservation, restoration, and enhancement of native species and their habitats.

3. Mitigation Plan. Grantor shall, at its own expense, continue to be responsible for compliance with the Mitigation Plan following the recordation of this Grant of Conservation Easement.

4. Grantee's Rights. To accomplish the purposes of this Conservation Easement, Grantor hereby grants and conveys the following rights to Grantee:
(1) To enter upon the Easement Area at reasonable times, with a 24-hour advance notice to Grantor (except in case of emergency, when advance notice shall be unnecessary), in order to monitor Grantor's compliance with and to otherwise enforce the terms of this Conservation Easement, provided that the Grantee entering the Easement Area shall not unreasonably interfere with Grantor's authorized use and quiet enjoyment of the Easement Area.
(2) To prevent any activity on or use of the Easement Area that is inconsistent with the purposes of this Conservation Easement and to require the restoration of such areas or features of the Easement Area that may be damaged by any act, failure to act, or any use or activity that is inconsistent with the purposes of this Conservation Easement; (3) To require that all mineral, air and water rights as Grantee or CDFW deems necessary to preserve, protect, and sustain the biological resources and Conservation Values of the Easement Area shall remain a part of and be put to beneficial use upon the Easement Area, consistent with the purposes of this Conservation Easement; and (4) All present and future development rights appurtenant to, allocated, implied, reserved or inherent in the Easement Area; such rights are hereby terminated and extinguished, and may not be used on or transferred to any portion of the Easement Area.

5. Reserved Rights. Grantor reserves to itself, and to its personal representatives, heirs, successors, and assigns, all rights accruing from its ownership of the Easement Area, including the right to engage in or to permit or invite others to engage in all uses of the Easement Area that are consistent with the purposes of this Conservation Easement.

6. Assignment. This Conservation Easement is transferable by Grantee, but Grantee may assign its rights and obligations under this Conservation Easement only to an entity or organization authorized to acquire and hold conservation easements pursuant to California Civil Code Section 815.3. The Grantee shall require its P 4/8-16(klk) 3
CAM #4820-2925-3743 vi
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42 assignee to record the assignment in the county where the Easement Area is located.

Grantor may assign its obligations established in this Conservation Easement. In such a situation, Grantor shall provide notice to Grantee of such assignment.

7. Notices. Any notice, demand, request, consent, approval, or communication that any party desires or is required to give to any other party or parties shall be in writing and be served personally or sent by recognized overnight courier that guarantees next-business-day delivery or by first class mail, postage prepaid, addressed as follows :

To Grantor:

To Grantee:

Runkle Canyon, LLC
Attn: Glen Longarini and Ron Mertzel
2512 Springfield Court, Suite 180
Valencia, CA 91355
With a copy by mail to:

KB Home, Attn: Legal Department,
10990 Wilshire Blvd., Seventh Floor
Los Angeles, CA, 90024
And by e-mail to: [email protected]
Mountains Recreation and Conservation Authority
570 West Avenue 26, Suite 100
Los Angeles, Ca 90065
Attn : Dawn Yasui
Courtesy Copy: Rancho Simi Recreation and Park District Attn: District Manager
4201 Guardian Street
Simi Valley, California 93063
or to such other address as a party shall designate by written notice to the other parties. Notice shall be deemed effective upon delivery in the case of personal delivery or delivery by overnight courier or, in the case of delivery by first class mail, five (5) days after deposit into the United States mail.

8. Permitted Uses. Only the following uses shall be permitted on the Easement Area which use restriction shall be a covenant running with the land and binding title to the Easement Area :
a) Public use on foot, bicycle and horse of the existing recreational trail ("Existing Recreational Trail") as depicted in Exhibit C attached hereto which is Exhibit 3 to the Addendum.
b) Maintenance of Existing Recreational Trail
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43 c) Installation of signage, fencing and other measures to restrict public use of the Easement Area to the Existing Recreational Trail. d) Drainage facilities related to the Runkle Canyon Dam and Reservoir, and said drainage facilities shall be owned and maintained by the Ventura County Watershed Protection District;
e) Habitat monitoring, mitigation, and enhancement
f) Utilities, including equipment and improvements related to the maintenance of existing facilities and permitted uses herein; g) Any lawful uses which are not prohibited by this Grant of Conservation Easement.

9. Prohibited Uses. Without expanding in any way the permitted uses listed above, the following uses are expressly prohibited on the Easement Area, which use restriction shall also be a covenant running with the land and binding title to the Easement Area:
a) Unseasonable watering; use of chemical fertilizers, pesticides, biocides, herbicides, rodenticides, fungicides or other agents; weed abatement activities except for habitat enhancement/restoration purposes; incompatible fire protection activities (not including emergency fire protection measures taken or required to be taken by the Fire Department); and any and all other activities and uses which may adversely affect the Conservation Values of the Easement Area or otherwise interfere with the purposes of this Conservation Easement.
b) Use of off-road motorized vehicles and use of any other motorized vehicles except on existing trails/roads as identified on Exhibit C to perform Easement Area or trail maintenance (which includes trail grading, trash removal, plant and animal monitoring and restoration and soil testing), conduct security patrols by Park Rangers or other law enforcement personnel, or perform fire prevention or suppression efforts;
c) Hunting or fishing;
d) Commercial, industrial, institutional, or residential structures or uses; e) Any legal or de facto division, subdivision or partitioning of the Easement Area including a request for a certificate of compliance pursuant to the Subdivision Map Act (Gov. Code section 66499.35);
f) Construction, reconstruction, expansion, location, relocation, installation, or placement of any building, billboard or sign, or any other structure or improvement of any kind that is not specifically listed under Permitted Uses in paragraph 1 above; P 4/8-16(klk) 5
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44 g) Deposit or accumulation of soil, trash, ashes, refuse, waste, bio-solids or any other materials;
h) Planting, introduction, or dispersion of non-native or exotic plant or animal species;
i) Filling, dumping, excavating, draining, dredging, mining, drilling, removing or exploring for or extracting minerals, loam, soil, sands, gravel, rocks or other material on or below the surface of the Easement Area, or granting or authorizing surface entry for any such purpose;
j) Except as provided in paragraph 8 above, altering the surface or general topography of the Easement Area, including building roads, new trails or paving or otherwise covering any portion of the Easement Area.
k) Removing, disturbing, altering, destroying, or cutting of trees, shrubs or other vegetation, except as determined by the Fire Department, government agencies or as required by law and in conformance with a CDFW-approved management plan; I) Manipulating, impounding or altering any natural water course, body of water or water circulation on the Easement Area and activities or uses detrimental to water quality, including but not limited to degradation or pollution of any surface or sub-surface waters.
m) Transferring, encumbering, selling, leasing, or otherwise separating the mineral, air, or water rights for the Easement Area changing the place or purpose of use of the water rights; abandoning or allowing the abandonment of, by action or inaction, any water or water rights, ditch or ditch rights, spring rights, reservoir or storage rights, wells, ground water rights, or other rights in and to the use of water historically used on or otherwise appurtenant to the Easement Area including but not limited to: (1) riparian water rights; (2) appropriative water rights; (3) rights to waters which are secured under contract with any irrigation or water district, to the extent such waters are customarily applied to the Easement Area; and (4) any water from wells that are in existence or may be constructed in the future on the Easement Area; and
n) Any activity or use that may violate or fail to comply with relevant federal, state, or local laws, regulations, or policies applicable to Granter, the Easement Area or the activity or use in question.

10. Enforcement Remedies. If at any time in the future, Grantee or any subsequent transferee uses or threatens to use the Easement Area for purposes inconsistent with terms of this deed conveyance then, despite the provisions of Civil Code section 815.7, the California Attorney General has standing as an interested party in any proceeding affecting this deed conveyance.

11. Grantee's Discretion. Enforcement of the terms of this deed conveyance by Grantee shall be at the discretion of Grantee, and any forbearance by Grantee to P 4/8-16(klk) 6
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45 exercise its rights under this deed conveyance in the event of any breach of any term of this Deed Conveyance shall not be deemed or construed to be a waiver by Grantee of such term or of any subsequent breach of the same or any other term of this deed conveyance of or any Grantee's rights under this deed conveyance. No delay or omission by Grantee in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver.

12. CDFW Right of Enforcement. All rights and remedies conveyed to Grantee under this deed conveyance shall extend to and are enforceable by CDFW.

13. Fence & Signage Installation and Maintenance. Granter shall install, maintain and/or replace fencing and signage in accordance with the guidelines and timeframes outlined in the Mitigation Plan to protect the Conservation Values of the Easement Area.

14. Access. This Conservation Easement does not convey a general right of access to the public.

15. Amendment. This Conservation Easement may be amended by Granter and Grantee only by mutual written agreement. Any such amendment shall be consistent with the purposes of this Conservation Easement and the Mitigation Plan and shall not affect its perpetual duration. Any such amendment shall be recorded in the official records of Ventura County, State of California.

16. Duties of Grantee

16.1 To accomplish the purposes of this Conservation Easement, Grantee agrees to:
a) Preserve and reasonably protect the Conservation Values of the Easement Area by undertaking all habitat restoration, construction of required improvements if any, maintenance, monitoring, and reporting regarding the Easement Area in accordance with the Mitigation Plan;
b) Take reasonable actions to prevent any activity on or use of the Easement Area that is inconsistent with the purposes of this Conservation Easement and to undertake reasonable efforts to restore such areas or features of Easement Area that may be damaged by any act (except fire), failure to act, or any use or activity that is inconsistent with the purposes of this Conservation Easement.
c) Require that all mineral, air and water rights to preserve, protect, and sustain the biological resources of the Easement Area shall remain a part the Easement Area, consistent with the purposes of this Conservation Easement.

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46 d) Undertake reasonable action to prevent the unlawful entry and trespass by persons whose activities may degrade or harm the Conservation Values of the Easement Area.

16.2 Cost and Liabilities. Grantee retains all responsibilities and shall bear all costs and liabilities of any kind related to the ownership, operation, upkeep, and maintenance of Easement Area. Grantee remains solely responsible for obtaining any applicable government permits and approvals required for any activity or use permitted by this deed conveyance, including those required from CDFW acting in its regulatory capacity, and any activity or use shall be undertaken in accordance with all applicable federal, state, local and administration agency statutes, codes, ordinances, rules, regulations, orders and requirements.

16.3 Grant Deed. Grantor intends to execute a Grant Deed with Restrictions ("Grant Deed") to property consisting of approximately 996.403 acres ("Entire Parcel") which will include the 346.19 acres referenced in this Grant of Conservation Easement and the grantee of said Grant Deed will be the Rancho Simi Recreation and Park District ("District"). A true copy of the executed Grant Deed is attached hereto as Exhibit "D" and is hereby incorporated by reference. As required by law, the Grant Deed will include an Acceptance of the Grant Deed by the District. The Grant Deed includes a provision, quoted below, that the District agrees to perform, at its own expense, all duties imposed by this Grant of Conservation Easement upon the MRCA. The Grant Deed will be recorded with the Ventura County Recorder's Office immediately following the recordation of this Grant of Conservation Easement. The provision of the Grant Deed reads as follows:
"The Grant of Conservation Easement includes provisions that impose duties upon the MRCA. The Rancho Simi Recreation and Park District, the Grantee in this Grant Deed, agrees that by accepting this Grant Deed that said District will be responsible, at its own expense, for performing all duties imposed on the MRCA by the Grant of Conservation Easement including, but not limited to, those duties set forth in Paragraph 16 of the Grant of Conservation Easement. "

SIGNATURES ON NEXT PAGE
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47 IN WITNESS WHEREOF Grantor and Grantee have executed this Grant of Conservation Easement the day and year first above written.

P 4/8-16(klk)
CAM #4820-2925-3743 vi
Mountains Recreation and Conservation
Authority
By~Gl·
Signature
Print Name: Ro R' E= &'Er
Print Tille: 0/i~ ~ifur i/J'aL
Runkle Canyon, LLC
A Delaware Limited Liability Company
Glen Longarini, Authorized Agent
9 590
48 California all purpose
Certificate of Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Los Angeles r ss
On August 15, 2018, before me, Karen A Stewart, Notary Public, personally Appeared Glen Longarini, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ~ (l .... .5le.,to,,5+:)
Signature of Notary Public
(Notary Seal)
591
49 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of L c:<5 1i !lC'tf {Q,.,5
On 7 / / g /18 !) before me, '~~-4--1-1--'--~......._._+-'---',._.._,_-'--'-""-""'---'1----'---'{c'"""". --=--b__,{'-'--'I,~ personal!; app~;: --'~-~O_r_··--~LR.=-' ~-~zs-·_(L_'_. _e_H~t_"_'n_s_ert_N_a_m_e_a_n_d_7i_it-le_o_f_t __ o_ffi_ic_e_r --- Name(s) of Signer(s)
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. eeeeeeeeeeee~

DAWN YASUI
) @~ Notary Public - California ~
:i ·. Los Angeles County !
z . Commission #2178196
My Comm. Expires Jan 1, 2021
Place Notary Seal Above
I certify under PENAL TY OF PERJURY under the laws
of the State of California that the foregoing paragraph is true and correct.

WITNESS m~ and and official seal.
\
\ J
Signature _"--'==-·=D~ w-=-·;r-=-"-'---=--+>"'/ µ'----~=· _ ..e_·· __ Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Do~,ument (:- t _ .L 1
Title or Type of Document: {.::r1:::n,..J'.] I_ c-t C O O 5 e._ V \/ (D i C (1 f A X-J'VULY) • Document Date: - ----------------- Number of Pages: _____ _ Signer(s) Other Than Named Above: ------- ----------------- Capacity(ies) Claimed by Signer(s)
Signer's Name: -------------=-- · er's Name: _ _________ _ _ D Corporate Officer - Title(s): D Corporate Officer - T itle(s): ______ _ D Partner - D Limited D Gener D Partner - D Limited D General D Individual D Attorne · D Individual D Attorney in Fact D Trustee D D Trustee D Guardian or Conservator
D Other: D Other: ____________ _
Signer Is Re~resenting: Signer Is Representing: _______ _ _ • ©2016 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 592
50 CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant of the Conservation Easement dated August 15, 2018, by RUNKLE CANYON, LLC is hereby accepted by the undersigned officer on behalf of the MOUNTAINS RECREATION AND CONSERVATION AUTHORITY.
1 CAM #482 0-2925-3743 v I
GRANTEE:

Mountains Recreation and Conservation
Authority
Signature
Print Name: '/?;,e_, ~ &e-t
Prin!Title CYJ ~'/0 ~fl<_ r;f/lA..

Date ~± fZ ,20/£
593
51 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 UJ,S 'PiOij(, I~,") ) /
<- ' ,L . :} ~ , , ._/
On .)( fYL l<-1 , 20£, before me, , i kt 11 ') O ; Ct x_g_ .1 , Notary Public, personally appeared R-0 ~..--( "g_ ::; k,;e ,· l ' 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 PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS rpy hand ar:1d official seal.
.. Li
(Seal)
eeoneoeeeeeel

DAWN YASUI
Je, NotaryPublic-california a:

J . Los Angeles County !
Commission t 2 t 78196
· My Comm. Expires Jan 1, 2021
2 CAM #4820-2925 -3743 v I
594
52 EXHIBIT "A"

LEGAL DESCRIPTION

CONSERVATION EASEMENT
THAT PORTION OF PARCEL 6, IN THE CITY OF SIMI VALLEY, COUNTY OF VENTURA, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP LD-S-616 FILED IN BOOK 64 PAGES 65 THROUGH 70, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF VENTURA COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID PARCEL 6;
THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID PARCEL 6, SOUTH 89°33'09" EAST 4252.92 FEET TO AN ANGLE POINT IN SAID SOUTHERLY LINE;
THENCE LEAVING SAID SOUTHERLY LINE OF PARCEL 6, NORTH 11°48'16" EAST 1,746.80 FEET; THENCE NORTH 07°11'22" WEST 726.15 FEET;
THENCE NORTH 14°07'19" WEST 323.83 FEET;
THENCE NORTH 35°37'29" WEST 972.30 FEET;
THENCE SOUTH 71°34'34" WEST 530.22 FEET;
THENCE NORTH 65°57'19" WEST 229.40 FEET;
THENCE NORTH 73°49'14" WEST 782.01 FEET;
THENCE NORTH 88°19'54" WEST 350.37 FEET;
THENCE SOUTH 72°07'06" WEST 1,318.82 FEET;
THENCE SOUTH 65°14'54" WEST 357.34 FEET;
THENCE SOUTH 71°07'36" WEST 264.68 FEET;
THENCE SOUTH 75°57'50" WEST 221.60 FEET TO A POINT IN THE WESTERLY LINE OF SAID PARCEL 6; THENCE SOUTHERLY ALONG SAID WESTERLY LINE, SOUTH 00°17'28" WEST 2,961.57 FEET TO THE POINT OF BEGINNING.

CONTAINING 346.19 ACRES, MORE OR LESS
01-0~-rg
595
53 .
(D
N
(0
l{)
~I
w :

CX)
N .
" .~ PARCEL 6
§
1 PARCEL MAP LD-S-616
64 PM 65
LB
.
" I~
(0
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EXHIBIT
11 8
11 TRACT NO. 5364-4
163 MR 06
- -
N89°33'09"W 4252 .9~
LEGEND

POB POINT OF BEGINNING
I
I
I
I
I

DATA TABLE
NO. BEARING LENGTH
L1 N11°48'16"E 1746.80'
L2 N07°11'22"W 726.15'
L3 N14°07' 19"W 323.83'
L4 N35°37'29"W 972.30'
L5 S71°34'34"W 530.22'
L6 N65°57' 19"W 229.40'
L7 N73°49'14"W 782 .01'
L8 N88°19'54"W 350.37'
L9 N72°07'06"E 1318.82'
L 10 S65°14'54"W 357.34'
L11 S71°07'36"W 264.68'
L12 s75°57'5o"w 221. 60'
04/09/18
FEET
1500' 750' o· 1500'
1" ~· o" 1 "
INCHES
596
54 Source: ESRI Aerial Imagery. HMMP 2005. MBA Field Survey and GIS Data. 23850050 • 09/2011 I 3_mitigation_loc_map.mxd
EXHIBIT "C" TO GRANT OF CONSERVATION EASEMENT
Exhibit 3
Mitigation Location Map
KB HOME• RUNKLE CANYON SPECIFIC PLAN

CDFG HMMP ADDENDUM
597
55 Order No. ----
EscrowNo. ----

WHEN RECORDED MAIL TO, AND
MAIL TAX STATEMENTS TO:

Rancho Simi Recreation and Park District
4201 Guardian Street
Simi Valley, CA 93063
Attn: District Manager
APN:

Space above this line for Recorder's Use
This transaction is exempt from California documentary transfer tax pursuant to Section 11922 of the California Revenue and Taxation Code.

This document is exempt from recording fees pursuant to Section 27383 of the California Government Code

GRANT DEED WITH RESTRICTIONS
Runkle Canyon, LLC, a Delaware limited liability company ("Grantor") is owner of property in Tract 5364 with the approved Specific Plan SP-S-24 and Development Agreement Amendment DA-04-01 AMD#2 and it intends to transfer certain real property to a public entity to be maintained as open space; and pursuant to the conditions of approval, Grantor does hereby GRANT to The Rancho Simi Recreation and Park District, a California Special District ("Grantee") the real property in the City of Simi Valley, County of Ventura, State of California, described on Exhibit "A" and depicted in Exhibit "B" attached hereto and incorporated herein by this reference ("Property"), to ensure the Property will be retained forever in its natural, restored, or enhanced condition and to prevent any use of the Property that will impair or interfere with the preservation values of the Property. Grantor intends that this deed conveyance will limit the use of the Property to activities that are consistent with such purposes, stated hereinbelow, including without limitation, those involving the preservation, restoration, and enhancement of native species and their habitats.

Approximately 346.19 acres of the Property (hereafter "Conservation Easement Area") is subject to a Habitat Mitigation and Monitoring Plan dated July 19, 2005 prepared by Michael Brandman Associates for GreenPark Runkle Canyon, LLC and the Habitat Mitigation and Monitoring Plan Addendum dated February 4, 2013 (collectively the 'Mitigation Plan"). The Conservation Easement Area is the subject of a Grant of Conservation Easement ("Grant of Conservation Easement") recorded concurrently with this Grant Deed. The Grantee of the Grant of Conservation Easement is the Mountains Recreation and Conservation Authority (MRCA). Grantor shall, at its LA #4821-1727-0880 vl EXHIBIT \ D
11 598
56 own expense, continue after this Grant Deed is recorded to be responsible for compliance with the Mitigation Plan in the Conservation Easement Area. The Rancho Simi Recreation and Park District shall not be responsible for compliance with the Mitigation Plan in the Conservation Easement Area.

The Grant of Conservation Easement includes provisions that impose duties upon the MRCA.

The Rancho Simi Recreation and Park District, the Grantee in this Grant Deed, agrees that by accepting this Grant Deed that said District will be responsible, at its own expense, for performing all duties imposed on the MRCA by the Grant of Conservation Easement including, but not limited to, those duties set forth in Paragraph 16 of the Grant of Conservation Easement.

This deed conveyance shall be subject to: (I) all matters of record and all matters that would be disclosed by an inspection and survey of the property, (2) The Conservation Easement from Runkle Canyon, LLC as grantor to Mountains Recreation and Conservation Authority ("MRCA") as grantee recorded concurrently with this Grant Deed and (3) subject to the following:

Permitted Uses:

Only the following Permitted Uses shall be permitted on the Property.

Other than the following uses listed below, other uses specifically including residential development is specifically prohibited.

The only Permitted Uses on the Property as described in the legal description in Exhibit "A" shall be the following except that the only uses permitted in the Conservation Easement Area shall be those uses permitted by the Grant of Conservation Easement:
a) Publicly accessible open space;
b) Multi-use recreational paths, trails, interpretive nodes, information kiosks, and related faciiities;
c) Drainage facilities related to the Runkle Canyon Dam and Reservoir; d) Equestrian;
f) Habitat monitoring, mitigation and enhancement;
g) Film and Television Production (no permanent structures); h) Improvements accessory to land uses allowed above.

Dated: 8:. / f" l "5
,,......._."""'1:.1Ja;ar!Jll
Title: Executive Committee Member
2 LA #4821-1727-0880 vl
599
57 MAIL TAX STATEMENTS AS DIRECTED ABOVE
3 LA #4821-1727-0880 vl
600
58 California all purpose
Certificate of Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Los Angeles r ss
On August 15, 2018, before me, Karen A Stewart, Notary Public, personally Appeared Glen Longarini , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ~- CZ. , S-i,e,.~
Signature of Notary Public
(Notary Seal)
.--···~ KAREN A. STEWART f _ · · .. Notary Public - Californi: <: \ z ! · Los Angeles County §;
Commission # 2183872 -
My Comm. Expires Mar 11, 2021
601
59 CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant Deed With Restrictions dated August 15, 2018, by RUNKLE CANYON, LLC is hereby accepted by the undersigned officer on behalf of the RANCHO SIMI RECREATION AND PARK DISTRICT.

GRANTEE:

Rancho Simi Recreation and Park District
ByM~
Chair of the Board of Directors
Rancho Simi Recreation and Park District.

Date: August --Y_, 2018
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
COUNTYOF //....fkn~
)
)
)
On ~ J 4, ';!::fore me, g"t k; q (j'k ,.,t.4,,._, ;t)Ja, r}'~nally appeared kW~ jo/.. .., ,Vwho proved to me on the basis of satisfactory evidence to be the person(~ whose name(~ is/a&=e subscribed to the within instrument and acknowledged to me that he/ske/tb.ey executed the same in his/lwr/their authorized capacity(.ies), and that by his/her/their signature(~n the instrument the person(*or the entity upon behalf of which the person acted, executed the instrument.

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

Witness my hand and official seal.
(seal)
602
60 EXHIBIT "A"

LEGAL DESCRIPTION

DESIGNATED REMAINDER
THAT PORTION OF PARCEL MAP LD-S-616, IN THE CITY OF SIMI VALLEY, COUNTY OF VENTURA, STATE OF CALIFORNIA, AS SHOWN ON MAP FILED IN BOOK 64 PAGES 65 THROUGH 70, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF VENTURA COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID PARCEL MAP;
THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID PARCEL MAP, SOUTH 89°33'09" EAST 4,252.92 FEET TO AN ANGLE POINT IN SAID SOUTHERLY LINE;
THENCE ALONG THE SOUTHEASTERLY LINE ON SAID PARCEL MAP, NORTH 74°13'15" EAST 4,096.20 FEET TO THE SOUTHEAST CORNER OF SAID PARCEL MAP;
THENCE ALONG THE EASTERLY LINE OF SAID PARCEL MAP, NORTH 42°12'15 " WEST 4,622.49 FEET TO AN ANGLE POINT IN SAID EASTERLY LINE;
THENCE ALONG THE SOUTHERLY, SOUTHWESTERLY AND WESTERLY LINES OF TRACT NO. 5364-4 FILED IN BOOK 163 PAGES 6 THROUGH 29, INCLUSIVE, OF MISCELLANEOUS RECORDS (MAPS), IN THE OFFICE OF THE COUNTY RECORDER OF VENTURA COUNTY, THE FOLLOWING COURSES:

SOUTH 86°29'31" WEST 747.49 FEET;
SOUTH 40°55'36" WEST 310.57 FEET;
SOUTH 75°30'59" WEST 469.53 FEET;
NORTH 80°25'16" WEST 596.92 FEET;
SOUTH 62°23'30" WEST 148.51 FEET;
NORTH 39°49'23" WEST 622.49 FEET;
NORTH 76°32'26" WEST 1,242.34 FEET;
NORTH 03°18'20" EAST 208.68 FEET;
NORTH 83°17'59" EAST 966.63 FEET;
NORTH 65°48'06" EAST 225.61 FEET;
NORTH 00°29'03" EAST 304.47 FEET;
NORTH 69°41'41" EAST 269.78 FEET;
SOUTH 36°24'51" EAST 272.02 FEET;
NORTH 28°45'58" EAST 73.52 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 520.00 FEET;
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 06°59'10" AN ARC DISTANCE OF

63.40 FEET;
TANGENT TO SAID CURVE, NORTH 35°45'08" EAST 287.25 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 115.00 FEET;
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 22°47'13" AN ARC DISTANCE OF

45.74 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF

85.00 FEET;
1 603
61 NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 25°22'22" AN ARC DISTANCE OF

37.64 FEET;
TANGENT TO SAID CURVE, NORTH 33°09'59" EAST 163.72 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 960.00 FEET;
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 10°21'45" AN ARC DISTANCE OF 173.63 FEET;
TANGENT TO SAID CURVE, NORTH 22°48'14" EAST 219.02 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY HAVING A RADIUS OF 237.50 FEET;
NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 49°48'02" AN ARC DISTANCE OF 206.43 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE EASTERLY HAVING A RADIUS OF 92.50 FEET; NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 77°58'28" AN ARC DISTANCE OF 125.88 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 182.50 FEET;
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 51°54'29" AN ARC DISTANCE OF 165.34 FEET;
TANGENT TO SAID CURVE, NORTH 00°55'49" WEST 77.44 FEET; NORTH 37°12'24" EAST 149.60 FEET;
NORTH 18°37'55" WEST 410.16 FEET;
NORTH 57°46'34" WEST 203.15 FEET;
NORTH 11 °55'13" WEST 191.86 FEET;
NORTH 15°15'41" EAST 195.58 FEET;
NORTH 04°24'18" EAST 497.24 FEET;
THENCE ALONG THE SOUTHWESTERLY AND WESTERLY LINES OF TRACT NO. 5364-3 FILED IN BOOK 162 PAGES 49 THROUGH 89, INCLUSIVE, OF MISCELLANEOUS RECORDS (MAPS), IN THE OFFICE OF THE COUNTY RECORDER OF VENTURA COUNTY, THE FOLLOWING COURSES:

NORTH 83°28'56" WEST 193.29 FEET;
NORTH 62°36'02" WEST 134.28 FEET;
NORTH 53°14'28" WEST 232.54 FEET;
NORTH 51 °24'09" WEST 219.29 FEET;
SOUTH 22°22'38" WEST 161.02 FEET;
NORTH 73°47'35" WEST 235.00 FEET;
NORTH 07°46'35" EAST 140.15 FEET;
NORTH 48°54'40" WEST 95.08 FEET;
NORTH 82°57'20" WEST 102.59 FEET;
SOUTH 84°43'39" WEST 148.93 FEET;
NORTH 02°05'01" WEST 92.93 FEET;
NORTH 55°46'57" WEST 221.16 FEET;
NORTH 32°16'43" EAST 116.66 FEET;
NORTH 46°20'18" WEST 246.02 FEET;
NORTH 30°10'13" EAST 330.74 FEET;
NORTH 50°01'38" EAST 275.12 FEET;
SOUTH 40°00'07" EAST 94.22 FEET;
2 604
62 NORTH 46°55'15" EAST 226.09 FEET;
NORTH 08°54'02" EAST 121.26 FEET;
NORTH 06°18'28" WEST 197.98 FEET;
NORTH 33°36'48" EAST 158.88 FEET;
NORTH 00°02'04" EAST 159.41 FEET;
THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL MAP, NORTH 89°26'09" WEST 1,149.04 FEET TO THE NORTHEASTERLY CORNER OF TRACT NO. 5364-1 FILED IN BOOK 162 PAGES 31 THROUGH 40,

INCLUSIVE, OF MISCELLANEOUS RECORDS (MAPS), IN THE OFFICE OF THE COUNTY RECORDER OF VENTURA COUNTY;
THENCE ALONG THE EASTERLY AND SOUTHEASTERLY LINES OF SAID TRACT NO. 5364-1 THE FOLLOWING COURSES:

SOUTH 24°46'59" EAST 354.70 FEET;
SOUTH 24°47'10" WEST 57.50 FEET;
NORTH 81 °52'57" WEST 158.66 FEET;
SOUTH 18°03'52" WEST 84.57 FEET;
SOUTH 35°13'51" EAST 91.23 FEET;
SOUTH 16°20'37" EAST 125.78 FEET;
SOUTH 59°55'00" WEST 144.74 FEET;
NORTH 76°47'32" WEST 163.67 FEET;
SOUTH 01°20'57" WEST 286.59 FEET;
SOUTH 61°34'46" WEST 140.48 FEET;
SOUTH 20°19'21" WEST 238.11 FEET;
SOUTH 03°50'20" EAST 698.00 FEET;
SOUTH 55°37'29" WEST 388.70 FEET;
SOUTH 72°34'33" WEST 521.64 FEET;
NORTH 89°43'13" WEST 123.04 FEET;
THENCE ALONG THE WESTERLY LINE OF SAID PARCEL MAP, SOUTH 00°17'28" WEST 8,238.05 FEET TO THE POINT OF BEGINNING.

CONTAINING 996.403 ACRES, MORE OR LESS
3 605
63 EXHIBIT
11 8
11 r-------,
TRACT NO. 5364-2 ~ /
162 MR 41 /"'>v, I
lsHEET 3- -
I
I
I
I
I
I
L
;r - - - -r--_.J
I I :;:
162 MR 49 /
-<D
N
<D
l{)
0 ~
w
co N
-
"
~
0 0
z
I ~-
- I.{) r<)
I ;:: o o::

1..; z ~
1 ~1-(\J
NOW
I ~-
I I-
' I -i-
I
I
I
I -l{)
0 co
I")
I N co
I
I
I ~/j -.JI ,__ § ~
I -1 ~
~\ At r / 1--1 .:::,
I ~ ~ 8
- -- I
l /
_J I ;
I /
1/
I
TRACT NO. 5364-4 '
163 MR 06 ti
I
PARCEL MAP LD-S-616
64 PM 65
__ __,,_,
S89°33'09"E 4252.92'
SHEET 1 OF 3
04/03/18
0 FEET
1500' 750' o· 1500 '
LEGEND 1" t' o" 1''

POB POINT OF BEGINNING INCHES
606
64 O>
-'
3' •59"[ 966.6 N83"i7

DATA TABLE
NO . BEARING
L2 N42° 12' 15"W
L3 S86°29'31"W
L4 S40°55 ' 36"W
L5 S75°30'59"W
L6 N80° 25' 16"W
L7 S62°23'30"W
LB N39°49'23"W
L9 N03°18'20"E
L10 N65°48'06"E
L 11 N00°29'03"E
L12 N69°41'41"E
L13 S36°24'51"E
L14 N28°45'58"E
L15 N35°45'08"E
L16 N33°09'59"E
L17 N22°48' 14"E
L18 N00°55'49"W
L19 N37°12'24"E
L20 N18°37'55"W
L21 N57°46'34"W
LENGTH
4622.49'
747 .49'
310 .57'
469 .53'
596.92'
148. 51'
622 .49'
208 .68'
225 . 61'
304.47'
269 .78'
272 .02'
73 .52'
287 .25'
163.72'
219 . 02'
77 . 44'
149.60'
410 . 16'
203. 15'
SHEET 2 OF 3

EXHIBIT
11 8
11 6=25°22·22"
R=85 .00' ~,
L=37.64'
6=51°54'29"
,,, -R=182 .50'
' L=165.34'
6=77°58'28"
- - - R=92. 50'
L=125.88'
', 6=49° 48' 02"
' - R=237. 50'
L=206. 43'
6=10°21 '45"
' - - R=960. 00'
L=173 .63'
, .ti.=22°47'13"
' - - R= 115 . 00'
L=45.74'
.ti.=06 ° 59. 10"
.:!'' - - - R=520 . 00'
" L=63.40'
TRACT NO. 5364-4
163 MR 06
L3
0 FEET
500' 250' o·
1" >,'.' o"
INCHES
I
I
I
500'
1 "
607
65 EXHIBIT II B II
SHEET 3 OF 3

I I DATA TABLE
NO. BEARING LENGTH
..-N89°26'09"W 2613.03' ---L22 N46 ° 55 ' 15" E 226.09' ' r-------/ 1351. 36' 1149. 04' <.O L23 N08°54'02"E 121. 26' I N L24 N06°18'28"W 197.98' _J
: I L25 N33°36'48"E 158.88'
L26 Noo·o2·04"E 159. 41'
I TRACT NO. 5364-1
L27 S24°46'59"E 354.71'
L28 S24 ° 47' 10"W 57.50'
162 MR 31 L29 N81°52'57"W 158.66'
I
I")
L30 srn· 03 · 52"w 84.57' C\/
-J L31 S35°13 '51 "E 91.23'
I
L32 S16°20'37"E 125.78'
I.() L33 S59°55'00"W 144.74' I")
_J
L34 N76°47'32"W 163.67'
/_ L35 so1·20'57"w 286.59'
TRACT NO. 5364-3
L36 S61°34'46"W 140.48'
~
L37 s20·19·21"w 238.11'
,~ 162 MR 49 L38 so3·50·2o"E 698.00'
I") L39 S55°37'29"W 388.70'
~,N L40 S72°34'33"W 521.64'
L41 N89°43'13"W 123.04' N co
~, co
r1~~
I')
..J
wl DATA TABLE
\ fl
NO. BEARING LENGTH
~ L1 N57° 46 '34"W 203. 15'
~, L2 N 11 ° 55 ' 13 "W 191.86'
L_) L3 N15°15'41"E 195.58'
L4 N04°24' 18"E 497.24'
L5 N83°28'56"W 193.29'
L6 N62°36'02"W 134.28'
f RACT NO. 5364-4
L7 N53°14'28"W 232.54'
LB N51°24'09"W 219.29'
L9 S22°22'38"W 161. 02'
L 10 N73°47'35"W 235.00' 163 MR 06 -L 11 N07° 46 '35"E 140.15' I.()
L12 N48°54'40"W 95.08' 0
co L13 NB2°57'2o"w 102.59'
~ 0
I')
L14 ss4•43•39"w 148.93' N
00 L15 No2·05'01"w 92.93'
L16 N55°46'57"W 221. 16'
1 l l
L17 N32°16'43"E 116.66' FEET
... ~ I L 18 N46°20' 1B"W 246.02' 500' 250' o· 500'
L19 N30° 10' 13"E 330.74'
L20 N50°01'38"E 275. 12· I 1" }f' o" 1"
L21 S40°00'07"E 94.22' INCHES
608
66 ., • ' Recorded at lhe request of:

Simplifile
Recording Requested By
First American Title HSD
'i"l.R '1 ct 4-L3

This document is exempt from recording fees pursuant to Section 27383 of the California Government Code

MollTox Statements To:

SAME AS ABOVE
P 4/8-16(klk) 1
CAM #4820-2925-3743 vi
609
67 C. Grantor intends, as the owner of the Easement Area, to convey to Grantee the right to preserve and protect the Easement Area as described herein in perpetuity. The Mountains Recreation and Conservation Authority (MRCA) is a local government public entity established in 1985 pursuant to the Joint Powers Act. The MRCA is a local partnership between the Santa Monica Mountains Conservancy, which is a state agency established by the Legislature, and the Conejo Recreation and Park District and the Rancho Simi Recreation and Park District both of which are local park agencies established by the vote of the people in those communities. The MRCA is dedicated to the preservation and management of local open space and parkland, watershed lands, trails, and wildlife habitat.

E. The Conservation Values as stated in the Mitigation Plan are as follows:

NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

COVENANTS, TERMS, CONDITIONS AND RESTRICTIONS

2. Purpose. The purposes of this Conservation Easement is to ensure the Easement Area will be retained forever in its natural, restored, or enhanced condition P 4/8-16(klk) 2
CAM #4820-2925-3743 vi
610
68 r r
and to prevent any use of the Easement Area that will impair or interfere with the Conservation Values of the Easement Area. Grantor intends that this Conservation Easement will confine the use of the Easement Area to activities that are consistent with such purposes, including, without limitation, those involving the preservation, restoration, and enhancement of native species and their habitats.

3. Mitigation Plan. Grantor shall, at its own expense, continue to be responsible for compliance with the Mitigation Plan following the recordation of this Grant of Conservation Easement.

6. Assignment. This Conservation Easement is transferable by Grantee, but Grantee may assign its rights and obligations under this Conservation Easement only to an entity or organization authorized to acquire and hold conservation easements pursuant to California Civil Code Section 815.3. The Grantee shall require its P 4/8-16(klk) 3
CAM #4820-2925-3743 vi
611
69 assignee to record the assignment in the county where the Easement Area is located.

Grantor may assign its obligations established in this Conservation Easement. In such a situation, Grantor shall provide notice to Grantee of such assignment.

To Grantor:

To Grantee:

Runkle Canyon, LLC
Attn: Glen Longarini and Ron Mertzel
2512 Springfield Court, Suite 180
Valencia, CA 91355
With a copy by mail to:

8. Permitted Uses. Only the following uses shall be permitted on the Easement Area which use restriction shall be a covenant running with the land and binding title to the Easement Area :
a) Public use on foot, bicycle and horse of the existing recreational trail ("Existing Recreational Trail") as depicted in Exhibit C attached hereto which is Exhibit 3 to the Addendum.
b) Maintenance of Existing Recreational Trail
p 4/8-16(klk) 4
CAM #4820-2925-3743 v I
612
70 c) Installation of signage, fencing and other measures to restrict public use of the Easement Area to the Existing Recreational Trail. d) Drainage facilities related to the Runkle Canyon Dam and Reservoir, and said drainage facilities shall be owned and maintained by the Ventura County Watershed Protection District;
e) Habitat monitoring, mitigation, and enhancement
f) Utilities, including equipment and improvements related to the maintenance of existing facilities and permitted uses herein; g) Any lawful uses which are not prohibited by this Grant of Conservation Easement.

9. Prohibited Uses. Without expanding in any way the permitted uses listed above, the following uses are expressly prohibited on the Easement Area, which use restriction shall also be a covenant running with the land and binding title to the Easement Area:
a) Unseasonable watering; use of chemical fertilizers, pesticides, biocides, herbicides, rodenticides, fungicides or other agents; weed abatement activities except for habitat enhancement/restoration purposes; incompatible fire protection activities (not including emergency fire protection measures taken or required to be taken by the Fire Department); and any and all other activities and uses which may adversely affect the Conservation Values of the Easement Area or otherwise interfere with the purposes of this Conservation Easement.
b) Use of off-road motorized vehicles and use of any other motorized vehicles except on existing trails/roads as identified on Exhibit C to perform Easement Area or trail maintenance (which includes trail grading, trash removal, plant and animal monitoring and restoration and soil testing), conduct security patrols by Park Rangers or other law enforcement personnel, or perform fire prevention or suppression efforts;
c) Hunting or fishing;
d) Commercial, industrial, institutional, or residential structures or uses; e) Any legal or de facto division, subdivision or partitioning of the Easement Area including a request for a certificate of compliance pursuant to the Subdivision Map Act (Gov. Code section 66499.35);
f) Construction, reconstruction, expansion, location, relocation, installation, or placement of any building, billboard or sign, or any other structure or improvement of any kind that is not specifically listed under Permitted Uses in paragraph 1 above; P 4/8-16(klk) 5
CAM #4820-2925-3743 vi
613
71 g) Deposit or accumulation of soil, trash, ashes, refuse, waste, bio-solids or any other materials;
h) Planting, introduction, or dispersion of non-native or exotic plant or animal species;
i) Filling, dumping, excavating, draining, dredging, mining, drilling, removing or exploring for or extracting minerals, loam, soil, sands, gravel, rocks or other material on or below the surface of the Easement Area, or granting or authorizing surface entry for any such purpose;
j) Except as provided in paragraph 8 above, altering the surface or general topography of the Easement Area, including building roads, new trails or paving or otherwise covering any portion of the Easement Area.
k) Removing, disturbing, altering, destroying, or cutting of trees, shrubs or other vegetation, except as determined by the Fire Department, government agencies or as required by law and in conformance with a CDFW-approved management plan; I) Manipulating, impounding or altering any natural water course, body of water or water circulation on the Easement Area and activities or uses detrimental to water quality, including but not limited to degradation or pollution of any surface or sub-surface waters.
m) Transferring, encumbering, selling, leasing, or otherwise separating the mineral, air, or water rights for the Easement Area changing the place or purpose of use of the water rights; abandoning or allowing the abandonment of, by action or inaction, any water or water rights, ditch or ditch rights, spring rights, reservoir or storage rights, wells, ground water rights, or other rights in and to the use of water historically used on or otherwise appurtenant to the Easement Area including but not limited to: (1) riparian water rights; (2) appropriative water rights; (3) rights to waters which are secured under contract with any irrigation or water district, to the extent such waters are customarily applied to the Easement Area; and (4) any water from wells that are in existence or may be constructed in the future on the Easement Area; and
n) Any activity or use that may violate or fail to comply with relevant federal, state, or local laws, regulations, or policies applicable to Granter, the Easement Area or the activity or use in question.

11. Grantee's Discretion. Enforcement of the terms of this deed conveyance by Grantee shall be at the discretion of Grantee, and any forbearance by Grantee to P 4/8-16(klk) 6
CAM #4820-2925-3743 vi
614
72 exercise its rights under this deed conveyance in the event of any breach of any term of this Deed Conveyance shall not be deemed or construed to be a waiver by Grantee of such term or of any subsequent breach of the same or any other term of this deed conveyance of or any Grantee's rights under this deed conveyance. No delay or omission by Grantee in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver.

12. CDFW Right of Enforcement. All rights and remedies conveyed to Grantee under this deed conveyance shall extend to and are enforceable by CDFW.

14. Access. This Conservation Easement does not convey a general right of access to the public.

16. Duties of Grantee

P 4/8-16(klk) 7
CAM #4820-2925-3743 v I
615
73 d) Undertake reasonable action to prevent the unlawful entry and trespass by persons whose activities may degrade or harm the Conservation Values of the Easement Area.

SIGNATURES ON NEXT PAGE
P 4/8-16(klk) 8
CAM #4820-2925-3743 vi
616
74 IN WITNESS WHEREOF Grantor and Grantee have executed this Grant of Conservation Easement the day and year first above written.

P 4/8-16(klk)
CAM #4820-2925-3743 vi
Mountains Recreation and Conservation
Authority
By~Gl·
Signature
Print Name: Ro R' E= &'Er
Print Tille: 0/i~ ~ifur i/J'aL
Runkle Canyon, LLC
A Delaware Limited Liability Company
Glen Longarini, Authorized Agent
9 617
75 California all purpose
Certificate of Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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

WITNESS my hand and official seal.

Signature ~ (l .... .5le.,to,,5+:)
Signature of Notary Public
(Notary Seal)
618
76 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

Description of Attached Do~,ument (:- t _ .L 1
Title or Type of Document: {.::r1:::n,..J'.] I_ c-t C O O 5 e._ V \/ (D i C (1 f A X-J'VULY) • Document Date: - ----------------- Number of Pages: _____ _ Signer(s) Other Than Named Above: ------- ----------------- Capacity(ies) Claimed by Signer(s)
Signer's Name: -------------=-- · er's Name: _ _________ _ _ D Corporate Officer - Title(s): D Corporate Officer - T itle(s): ______ _ D Partner - D Limited D Gener D Partner - D Limited D General D Individual D Attorne · D Individual D Attorney in Fact D Trustee D D Trustee D Guardian or Conservator
D Other: D Other: ____________ _
Signer Is Re~resenting: Signer Is Representing: _______ _ _ • ©2016 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 619
77 CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant of the Conservation Easement dated August 15, 2018, by RUNKLE CANYON, LLC is hereby accepted by the undersigned officer on behalf of the MOUNTAINS RECREATION AND CONSERVATION AUTHORITY.
1 CAM #482 0-2925-3743 v I
GRANTEE:

Mountains Recreation and Conservation
Authority
Signature
Print Name: '/?;,e_, ~ &e-t
Prin!Title CYJ ~'/0 ~fl<_ r;f/lA..

Date ~± fZ ,20/£
620
78 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.

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

WITNESS rpy hand ar:1d official seal.
.. Li
(Seal)
eeoneoeeeeeel

DAWN YASUI
Je, NotaryPublic-california a:

J . Los Angeles County !
Commission t 2 t 78196
· My Comm. Expires Jan 1, 2021
2 CAM #4820-2925 -3743 v I
621
79 EXHIBIT "A"

LEGAL DESCRIPTION

CONTAINING 346.19 ACRES, MORE OR LESS
01-0~-rg
622
80 .
(D
N
(0
l{)
~I
w :

CX)
N .
" .~ PARCEL 6
§
1 PARCEL MAP LD-S-616
64 PM 65
LB
.
" I~
(0
lg)

EXHIBIT
11 8
11 TRACT NO. 5364-4
163 MR 06
- -
N89°33'09"W 4252 .9~
LEGEND

POB POINT OF BEGINNING
I
I
I
I
I

DATA TABLE
NO. BEARING LENGTH
L1 N11°48'16"E 1746.80'
L2 N07°11'22"W 726.15'
L3 N14°07' 19"W 323.83'
L4 N35°37'29"W 972.30'
L5 S71°34'34"W 530.22'
L6 N65°57' 19"W 229.40'
L7 N73°49'14"W 782 .01'
L8 N88°19'54"W 350.37'
L9 N72°07'06"E 1318.82'
L 10 S65°14'54"W 357.34'
L11 S71°07'36"W 264.68'
L12 s75°57'5o"w 221. 60'
04/09/18
FEET
1500' 750' o· 1500'
1" ~· o" 1 "
INCHES
623
81 Source: ESRI Aerial Imagery. HMMP 2005. MBA Field Survey and GIS Data. 23850050 • 09/2011 I 3_mitigation_loc_map.mxd
EXHIBIT "C" TO GRANT OF CONSERVATION EASEMENT
Exhibit 3
Mitigation Location Map
KB HOME• RUNKLE CANYON SPECIFIC PLAN

CDFG HMMP ADDENDUM
624
82 Order No. ----
EscrowNo. ----

WHEN RECORDED MAIL TO, AND
MAIL TAX STATEMENTS TO:

Rancho Simi Recreation and Park District
4201 Guardian Street
Simi Valley, CA 93063
Attn: District Manager
APN:

Space above this line for Recorder's Use
This transaction is exempt from California documentary transfer tax pursuant to Section 11922 of the California Revenue and Taxation Code.

This document is exempt from recording fees pursuant to Section 27383 of the California Government Code

Approximately 346.19 acres of the Property (hereafter "Conservation Easement Area") is subject to a Habitat Mitigation and Monitoring Plan dated July 19, 2005 prepared by Michael Brandman Associates for GreenPark Runkle Canyon, LLC and the Habitat Mitigation and Monitoring Plan Addendum dated February 4, 2013 (collectively the 'Mitigation Plan"). The Conservation Easement Area is the subject of a Grant of Conservation Easement ("Grant of Conservation Easement") recorded concurrently with this Grant Deed. The Grantee of the Grant of Conservation Easement is the Mountains Recreation and Conservation Authority (MRCA). Grantor shall, at its LA #4821-1727-0880 vl EXHIBIT \ D
11 625
83 own expense, continue after this Grant Deed is recorded to be responsible for compliance with the Mitigation Plan in the Conservation Easement Area. The Rancho Simi Recreation and Park District shall not be responsible for compliance with the Mitigation Plan in the Conservation Easement Area.

The Grant of Conservation Easement includes provisions that impose duties upon the MRCA.

Permitted Uses:

Only the following Permitted Uses shall be permitted on the Property.

Other than the following uses listed below, other uses specifically including residential development is specifically prohibited.

Dated: 8:. / f" l "5
,,......._."""'1:.1Ja;ar!Jll
Title: Executive Committee Member
2 LA #4821-1727-0880 vl
626
84 MAIL TAX STATEMENTS AS DIRECTED ABOVE
3 LA #4821-1727-0880 vl
627
85 California all purpose
Certificate of Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of Los Angeles r ss
On August 15, 2018, before me, Karen A Stewart, Notary Public, personally Appeared Glen Longarini , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ~- CZ. , S-i,e,.~
Signature of Notary Public
(Notary Seal)
.--···~ KAREN A. STEWART f _ · · .. Notary Public - Californi: <: \ z ! · Los Angeles County §;
Commission # 2183872 -
My Comm. Expires Mar 11, 2021
628
86 CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant Deed With Restrictions dated August 15, 2018, by RUNKLE CANYON, LLC is hereby accepted by the undersigned officer on behalf of the RANCHO SIMI RECREATION AND PARK DISTRICT.

GRANTEE:

Rancho Simi Recreation and Park District
ByM~
Chair of the Board of Directors
Rancho Simi Recreation and Park District.

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

Witness my hand and official seal.
(seal)
629
87 EXHIBIT "A"

LEGAL DESCRIPTION

45.74 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF

85.00 FEET;
1 630
88 NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 25°22'22" AN ARC DISTANCE OF

NORTH 83°28'56" WEST 193.29 FEET;
NORTH 62°36'02" WEST 134.28 FEET;
NORTH 53°14'28" WEST 232.54 FEET;
NORTH 51 °24'09" WEST 219.29 FEET;
SOUTH 22°22'38" WEST 161.02 FEET;
NORTH 73°47'35" WEST 235.00 FEET;
NORTH 07°46'35" EAST 140.15 FEET;
NORTH 48°54'40" WEST 95.08 FEET;
NORTH 82°57'20" WEST 102.59 FEET;
SOUTH 84°43'39" WEST 148.93 FEET;
NORTH 02°05'01" WEST 92.93 FEET;
NORTH 55°46'57" WEST 221.16 FEET;
NORTH 32°16'43" EAST 116.66 FEET;
NORTH 46°20'18" WEST 246.02 FEET;
NORTH 30°10'13" EAST 330.74 FEET;
NORTH 50°01'38" EAST 275.12 FEET;
SOUTH 40°00'07" EAST 94.22 FEET;
2 631
89 NORTH 46°55'15" EAST 226.09 FEET;
NORTH 08°54'02" EAST 121.26 FEET;
NORTH 06°18'28" WEST 197.98 FEET;
NORTH 33°36'48" EAST 158.88 FEET;
NORTH 00°02'04" EAST 159.41 FEET;
THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL MAP, NORTH 89°26'09" WEST 1,149.04 FEET TO THE NORTHEASTERLY CORNER OF TRACT NO. 5364-1 FILED IN BOOK 162 PAGES 31 THROUGH 40,

INCLUSIVE, OF MISCELLANEOUS RECORDS (MAPS), IN THE OFFICE OF THE COUNTY RECORDER OF VENTURA COUNTY;
THENCE ALONG THE EASTERLY AND SOUTHEASTERLY LINES OF SAID TRACT NO. 5364-1 THE FOLLOWING COURSES:

CONTAINING 996.403 ACRES, MORE OR LESS
3 632
90 EXHIBIT
11 8
11 r-------,
TRACT NO. 5364-2 ~ /
162 MR 41 /"'>v, I
lsHEET 3- -
I
I
I
I
I
I
L
;r - - - -r--_.J
I I :;:
162 MR 49 /
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0 ~
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co N
-
"
~
0 0
z
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I ;:: o o::

POB POINT OF BEGINNING INCHES
633
91 O>
-'
3' •59"[ 966.6 N83"i7

EXHIBIT “G”

LIST OF PROPERTY’S DEVELOPMENT APPROVALS

1. Tentative Tract Map No. TT5364 and Planned Development Permi t PD-S-930 approved per City Council Resolution No. 2004-43;

2. Planned Development Permit PD-S-930 Modification PD-S-930 MO D#1 approved per Planning Commission Resolution No. SVPC 09-2013;

3. Planned Development Permit Modification PD-S-930 MOD#2 appro ved per Planning Commission Resolution No. SVPC 07-2015;

4. Conditional Use Permit CUP-S-770 approved per Planning Commi ssion Resolution No. SVPC 08-201;5

5. Runkle Canyon Specific Plan, SP-S-24 approved per City Council Ordinance No. 1057;

6. Second Amended and Restated Affordable Housing Agreement (“S enior Housing Agreement”) (AH-0-47 AMD#2); and,

7. All other entitlem ent approvals for development of the Prope rty, including but not limited to all CEQA compliance documents certified or approved by the City.

93 636

DA0401 AMD#03 PC Staff Report(lg) 54

[Space above for recorder's use.]

This document is recorded for the benefit
of the City of Simi Valley and therefore is
exempt from the payment of a recording
fee pursuant to Government Code
Sections 6103 and 27383.

APN: 634-0-333-25/634-0-340-01

SECOND AMENDED AND RESTATED AFFORDABLE HOUSING AGREEMENT (“SENIOR HOUSING AGREEMENT”) (AH-O-47 AMD#2) BETWEEN THE CITY OF

SIMI VALLEY AND RUNKLE CANYON, LLC

This Second Amended and Restated Affordable Housing Agreement ( “Senior Housing Agreement” or “SHA”) (AH-O-47 AMD#2) provides rights to t h e C i t y o f Simi Valley in regulating the sa le and occupancy of one hundred thirty-eight (138) units for senior households withi n the Runkle Canyon Developmen t, 461-unit subdivision for a period of fifty-five (55) years from the init ial sale date of each Senior Housing Unit.

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Simi Valley
Attn. City Clerk
2929 Tapo Canyon Road
Simi Valley, CA 93063
94 637
RES. NO. SVPC 02-2019

DA0401 AMD#03 PC Staff Report(lg) 55
This Senior Housing Agreement is entered into as of the same date as the Second Amended and Restated Development Agreement (DA-04-01 A M D # 2 ) (“the SHA Effective Date”), by and between the City of Simi Val l e y , a m u n i c i p a l corporation (the "City"), and Runkle Canyon, LLC, a Delaware li mited liability company (the "Developer"), (each a “Party,” and collectively, “ Parties”), with reference to the following facts:

A. The Developer is the owner of certain real property consisti ng of approximately 12.51 acres located generally at the northeast corner of Sequoia Avenue and Palm Street in the City of Simi Valley, California, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Property").

B. In order to qualify in the De velopment Agreement Queue of th e Residential Building Permit Allocation System, DEVELOPER was required to set aside twenty- percent (20%) of t he Runkle Canyon Development as affordable to income qualified seniors.

C. The Property is subject to that certain Amended and Restated Affordable Housing Agreement, by and among the City of Simi Val ley, a municipal corporation (the “City”) and Runkle Canyon, LLC, a Delaware lim ited liability company recorded in the Official R ecords of the County of Ventura on June 15, 2015 as Document No. 20150615-00090013-0 (the “Affordable Agree ment”). The property is also subject to that certain Development Agreement Amendment No.

DA-04-01, and as may be amended, by and among the City of Simi Valley and Runkle Canyon, LLC (the “Development Agreement”). The Parties a nticipate amending the Development Agreement concurrently with entering into this SHA.

This SHA rescinds the Affordable Agreement in its entirety, and shall supersede all provisions in the Affordable Agreement.

D. Under the terms of Section 2.01 of the Affordable Agreement, R u n k l e Canyon, LLC agreed to provide sixty-two (62) of the one hundred thirty-eight (138) for- sale senior units within the 461 unit subdivision (the “Pr oject”) to low-income households at an affordable price and pay a fee in-lieu totalin g Nine Hundred Thousand Dollars ($900,000) or $30,000 per unit for each of the 30 senior units (the “AA In-Lieu Fee”), which are also required per Exhibit C, Part I.E and Part II.A.2 of the Development Agreement.

E. Under the terms of Section 14 .07 of the Affordable Agreement , the obligation to provide the affordable housing units under the Af fordable Agreement is binding upon the Developer.

F. Under the terms of Section 14.09 of the Affordable Agreement , all of the provisions, agreements, right s, powers, standards, terms, c ovenants and obligations under the Affordable Agreement constitute covenants running with the land and are binding upon the Developer.

G. The Developer represents that as a result of changes to mark et conditions, the Developer desires to terminate the Affordable A greement and pay a 95 638
RES. NO. SVPC 02-2019

DA0401 AMD#03 PC Staff Report(lg) 56
fee in- lieu of providing sixty-two (62) of the one hundred thirty-eight (138) for sale units to low- income households. On May 18, 2016, the Developer requested and the City of Simi Valley Affordabl e Housing Sub-Committee recomm ended that the City Council approve this SHA. The Developer and City mutually agree that this SHA will provide an alternate means of satisfying the Developer’s a ffordable housing obligations in the Affordable Agreement and as conditioned by the City in the approvals for the Runkle Canyon Development, and the Parties mutually ag ree that this SHA, requiring a payment of $4.0 million to the City ($900,000 as pr eviously agreed to in the Affordable Agreement plus $3.1 m illion as agreed in this SHA), and the Parties concurrent entry into the Second Amended and Restated Developm ent Agreement for related public purposes, shall fully satisfy all prior affordab le housing obligations imposed upon the development of the Property, including but not limited to those imposed by the Affordable Agreem ent and all of the entitlement approvals for the development of the Property, whic h approvals are more particula rly described on Exhibit B, attached hereto and incorporated herein (the “Entitlement Approvals”)

H. Therefore, in accordance with the foregoing paragraph, the D eveloper has agreed to the following: 1) make a Three Million One Hundre d Thousand Dollars ($3.1 million) payment to the City under the Resolution 2003-70 of the City’s Residential Building Permit Allocation System; 2) make a $900,000 payment to the City as agreed to in the Affo rdable Agreement; and 3) concu rrently enter into the Second Amended and Restated Development Agreement. These actions by Developer fully satisfy all of the Devel oper’s affordabl e housing obligat ions with respect to the Project.

NOW, THEREFORE, in consideration of the mutual benefits accruin g to the parties hereto and other valua ble consideration, the receip t and sufficiency of which consideration is hereby acknowledged, it is hereby declar ed, understood and agreed by the Parties as follows:

ARTICLE I

DEFINITIONS

1.1 The following terms shall have the following meanings in th is SHA:

(a) "Days" shall mean calendar days.

(b) "DEVELOPER" shall mean all applicants, developers, permitte es, and all owners of the subject Project and all successors and assigns thereto.

(c) “Development Agreement” sha ll mean that certain Second Amen ded and Restated Development Agreement (DA-04-01 AMD#2) entered int o between City and DEVELOPER concurrent with this SHA,

(d) “Eligible Buyer” shall mean a Senior Household.

(e) "Owner" shall mean the person or all of the persons holding legal title to the Senior Housing Unit, and their successors to that title.

96 639
RES. NO. SVPC 02-2019

DA0401 AMD#03 PC Staff Report(lg) 57
(f) “Runkle Canyon Development” shall mean the four hundred and s i x t y - one (461) single-family housing units to be developed on the 1,595.5-acre site, including a pprovals of GPA-58; Z-S-570; SP-S-24; TT-5364; PD-S-930 and associated modifications, TP-S-616; TP-S-616; CUP-S-770, DA-01-03; CSV- ANEX-73; as well as the conditions of approval, construction and all related improvements located the rein.

(g) "Public Report" shall mean the document of the same name is sued by the Bureau of Real Estate of the State of California with respect to sales of subdivision units.

(h) "Senior Household" shall mean a household in which at least one household member is fifty-five (55) years of age or old er, and may also include a household member without age restriction who is a car etaker providing primary physical or economic support, and which other wise meets all the requirements est ablished in California Civil Code S e c tio n

51.3 et seq., as may be adopted and amended from time to time, and any other household co mplying with California Civil Code Sectio n 51.3 et seq.

(i) “Senior Housing Unit (SHU)” shall mean each of the one hund red and thirty-eight (138) units reserved for sale and occupancy by Eli gible Buyers, sometimes referred collectively as “SHUs”.

(j) "Transfer" shall mean any v oluntary or involuntary sale, as signment or transfer of ownership of or any interest in the Project, inc luding but not limited to, a fee simple interest, tenancy in common, joint tenancy, community property, tenancy by the entireties, life es tate, or other limited estate, leasehold interest or any rental of the P roject, or any interest evidenced by a land contract, a trustee's sale, judicial foreclosure sale, or deed in-lieu of foreclosure.

ARTICLE II

TERMINATION OF PRIOR AGREEMENT

2.1 The Affordable Agreement is hereby terminated in its entir ety and replaced by this SHA, providing an alter nate means for satisfying all of the Developer’s affordable housing obl igations, including but not l imited to all prior affordable housing obligations imposed upon development of the Property by the superseded Affordable Agreement and the previous Entitlement Approvals, more particularly described in attached Exhibit B.

ARTICLE III

IN-LIEU FEES

3.1 In-Lieu Fee of $900,000. Runkle Canyon, LLC agrees t o pay t he AA In-Lieu Fee totaling Nine Hundred Thousand Dollars ($900,000) or $30,00 0 per unit for each of the 30 senior units, as previously agreed to in the superseded Affordable Agreement, which are also described in Exhibit C, Part I.E and Part II.A.2 of the Development Agreement.

97 640
RES. NO. SVPC 02-2019

DA0401 AMD#03 PC Staff Report(lg) 58

3.2 Time of Payment for $900,000; Satisfaction of Obligation. For the AA In-Lieu Fee of $30,000 per unit of 30 affordable units: the first two h undred fifty thousand dollars ($250,000) shall be paid at the time of the ap proval of the first residential Zoning Clearance for the 138-unit senior development within the Project. An additional two hundred fifty thousand dollars ($250,000) shall be paid within one year after the date. The remaining four hundred thousand dollars ($400,000) shall be paid at the time of the approval of the Zone Clearance that includes the 200th unit for the Project.

3.3 In-Lieu Fee of $3,100,000. In addition to the AA In-Lieu Fe e payment of $900,000 described in section 3.1 above, the Developer shall pa y an affordable housing obligation f ee in the amount of Three Millio n One Hundred Thousand Dollars ($3,100, 000) in this SHA,(the “SHA In- Lieu Fee,” and collectively, with the AA In-Lieu Fee, the “In-Lieu Fees”), to the City under Section II.D of Resolution 2003-70 of the City’s Residential Building Permit Allocation System, and Developer s hall concurrently enter into the Second Amended and Restated Development Agr eement, to fully satisfy al l of the Developer’s affordable housing obligations with respect to the Property, including but not limited to all affordable housing obligations previousl y imposed by the Entitlement Approvals, as described on attached Exhibit B.

3.4 Time of Payment for $3,100,000; Satisfaction of Obligation. The Developer shall pay the SHA In-Lieu Fee in the amount equal to Three Million One Hundred Thousand Dollars ($3,100,000) prior to the issuance building pe rmits based on the following schedule: first payment of Seven Hundred Seven ty Five Thousand Dollars ($775, 000) upon building permit issued for the seventy-fifth (75th) unit on the Property; second payment of Seven Hundred Se venty Five Thousand Dollars ($775,000) sha ll be paid upon building permit issued for the one hundred and fifty (150th) unit on the Property; third payme nt of Seven Hundred Seventy Five Thousand Doll ars ($775,000) shall be paid upon building permit issued for the two hundred and twenty-fifth (225th) unit on the Property; fourth and final payment of Seven Hundred Seventy Fiv e Thousand Dollars ($775,000) shall be pai d upon building permit issued fo r the two hundred and seventy-fifth (275th) unit on the Property; or all payments shall be made no later than five (5) years following the SHA Effectiv e Date, whichever occurs first. The City shall not issue building permit s f o r m o r e t h a n seventy-four (74) units at the Property prior to the Developer’ s first payment of the S H A In-Lieu Fee. The Developer’s financial obligations unde r this SHA shall be deemed to be fully satisfied at such time as it has pa id the full In-Lieu Fees to the City

3.5 Use of In-Lieu Fees. The City shall deposit the $900,000 an d the $3.1 million in In-Lieu Fees paid pursuant to the terms of this SHA into the City’s Local Housing Fund for use to increase, impro ve, and/or preserve the supply o f affordable senior housing in the City.

98 641
RES. NO. SVPC 02-2019

DA0401 AMD#03 PC Staff Report(lg) 59

ARTICLE IV

DESIGNATION OF SENIOR HOUSING UNITS

4.1 Designation of Senior Hous ing Units. CITY and DEVELOPER ag ree that: (a) the provisions which require eac h of the 138 units to be reserv ed for and occupied by Senior Households; (b) the payment of the AA In-Lieu Fee totaling Nine Hundred Thousand Dollars ($900,000), or $30,000 per unit for each of the 30 senior units; (c) the payment of the SHA In-Lieu Fee totaling Three Million One Hundred Thous and Dollars ($3,100,000) in this S H A o r $50,000 per unit for each of the 62 senior units; and (d) Secti on 12.02 hereof, the Indemnification and Hold Harmless provisions, and Developer ’s concurrent entry into the Second Amended and Restated Developme nt Agreement, are the primary considerations provided by DEVELOPER t o cause the CITY to enter into this SHA. Without waiving any othe r rights, remedies or obligations under this SHA, the Parties hereto agre e that any failure to sell any of the 138 uni ts to Senior Households, or t o make the payment of the In-Lieu Fees, or breach the provisions of Sectio n 12.02, shall constitute a material breach of this SHA.

ARTICLE V

CITY INCENTIVES

5.1 Density Bonuses and Other Inc entives. Pursuant to the State Density Bonus Law (Government Code Section 65915) (“DBL”), a senior housing p roject may be entitled to a density bonus. As the senior portion of the pr oject includes 138 units, a density bonus of 20% is required under the DBL, and th e City hereby grants an additional density bonus of 12.9%, for a total densit y bonus of 32.9%, consistent with Sections 65915(b)(1)(C), (f)(3) and (n) of the California Government Code.

The CITY has further agreed to provide additional concessions in the form of: 1) a reduction in the park in-lieu fee to be determined at the tim e a modification of PD-S-930 is approved for the senior units and 2) a waiver to the payment of the Public Facility Contribution fee for the affordable units in ac cordance with the Development Agreement.

5.2 Eligibility for Development Agreement Queue. It is understo od and agreed by the parties that DEVELOPER would n ot be eligible for the Develo pment Agreement Queue of the CITY’s Resid ential Building Permit Alloc ation System without satisfying the requirements of SVMC Section 9-1.1803(a) (7); the execution, recordation and implem entation of this SHA and the payment of the AA In-Lieu Fee for thirty (30) units, the payment of the SH A In-Lieu Fee for sixty-two (62) units and Develo per’s concurrent entry into the Second Amended and Restated Development Agreemen t. DEVELOPER has requested tha t this SHA be entered into as a conditi on for such eligibility and ack nowledges that eligibility of the Runkle Canyon Development entitlements is sp ecifically conditioned upon the Developer concurrently entering into this SHA and the Second Amended and Restated Development Agreement, and recordation of the same, and DEVELOPER’s full and complete abidance by the terms t hereof.

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ARTICLE VI
TERM

6.1 Term of Agreement. The term of this SHA will be for a peri od of fifty-five (55) years commencing on the initial sale date of the first sen ior unit in the Project.

ARTICLE VII

DEVELOPER PROMISES

7.1 Development of Project. DEVELOPER agrees to pursue to compl etion the development of the 138 senior units within the Runkle Canyon De velopment consistent with Section 25 (Timing of Development) of DA-0401 A MD#2.

DEVELOPER further agrees: (a) to ensure all units in the Projec t are reserved for Senior Households; and (b) to ensure that each ini tial Eligible Buyer executes an Affidavit and Acknowledgement of Age Qualified Occupancy prior to the close of escrow

7.2 Approvals. DEVELOPER agrees to obtain all required approval s, permits, allocation grants, licenses, waiv ers or variances (collectively referred to in this SHA as the "SHA Approvals") from all governmental agencies having jurisdiction with respect to the Project. DEVELOPER agrees to d iligently pursue applications working in clo se conjunction with CITY. It is specifically understood and agreed by the part ies that the City, the City Co uncil, Planning, Commission and CITY’s Affordable Ho using Subcommittee retain co mplete discretion to review plans and a pplications submitted by DEVELO PER and to approve, disapprove, condition, or make recommendations with re gard to those plans in their discretion. Nothing contained in this SHA is int ended to restrict CITY in its planning and building permit process or in its auth ority to review applications in accordance with a ll federal, state, and local l aws, nor shall CITY’s failure to approve or grant a conditioned approval be a breach of this SHA nor be a basis for any claim or cause of action agains t the CITY.

7.3 Compliance with Use and Occup ancy Laws. DEVELOPER agrees th at for each sale, the DEVELOPER shall comply with all applicable State and local laws, statutes, ordinances, rules and regulations, as well as t his SHA, restricting the use and occupa ncy and sale of each SHU in the Project.

7.4 Disabled Persons Occupancy. DEVELOPER agrees to cause the D evelopment to be operated at all times in compliance with the provisions o f: (1) the Unruh Act (Civil Code Section 51), (2) the California Fair Employment and Housing Act (Government Code Section 12900 – 12996), (3) Sectio n 504 of the Rehabilitation Act of 1973 (29 U. S.C. Section 701), (4) the Uni ted States Fair Housing Act, as amended (42 U.S.C. Section 12101), which relate t o disabled persons access. Owner shall defend, indemnify, and hol d harmless the City, its agents, officials, o fficers, representatives, and employees, from and against all claims, lawsuits, liabilities or damages of wha tever nature arising out of or in connection with, or relating in any manner to any act or omission of Owner, its agents, emp loyees, and subcontractors, a nd employees 100
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DA0401 AMD#03 PC Staff Report(lg) 61
thereof, pursuant to the performance or non- performance of thi s SHA. The Owner shall thoroughly investiga te any and all claims and indem nify the City and do whatever is necessary to pr otect the City, its agents, o fficials, officers, representatives, and employees as to any such claims, lawsuits, liabilities, expenses, or damages arising out of this SHA.

7.5 Marketing and Sale of Senior Units. DEVELOPER agrees to mar ket and sell the 138 senior units, which are the subject of this SHA, o n l y t o Eligible Buyers and to sell the balance of the remaining exempt Three Hu ndred Twenty Three (323) Units to buyers without age restrictions.

7.6 Buyer Affidavit of Eligibility for Purchase of SHU. Upon th e first sale by DEVELOPER of an SHU to an Eligible Buyer or Buyers (“Buyers”), the DEVELOPER shall cause the Buyers of the SHU to sign an affidavi t of eligibility and ackn owledgement (“Buyer Affidavit of Eligibilit y”), attesting to the Buyer’s eligibility, or other residents’ eligibility, if the Bu yers will not reside in the unit, to purchase a SHU, in the form attached hereto as Exhibit C. Upon any subsequent sale, the then-current Buyers who own the property s hall cause any future Eligible Buyers to execute the Buyer Affidavit of Eligibility. This obligation of Buyers with respect to the Buyer Affidavit of Eligibility is enforceable by City again all future Buyers or owners of the property.

7.7 No Conveyance Without Execution of Affidavit and Acknowledg ement of Age Qualified Occupancy. No SHU may be conveyed to a buyer during t he 55 year term of this SHA without execution by the buyer of the affidavi t attached hereto as Exhibit C, confirming that t he buyer is 55 years of age or older, and thus eligible to purchase a SHU.

Preparation of Closing Documents. DEVELOPER agrees to provide t o the escrow for the sale of each SHU all appropriate closing documen ts which shall substantially conform to the requirements of this SHA.

7.8 Effect and Duration of Covenants. The covenants contained i n this SHA shall be deemed to run with the land and sha ll remain in effect for a period of not less than fifty-five (55) years from the initial sale date of each senior unit.

7.9 Non-Subordination. This SH A shall not be made subordinate t o any monetary lien recorded against the Property f rom the SHA Effective Date until the In-Lieu Fees are received by the City, except for any construction fina ncing lien(s) recorded against the Property in order to allow Developer to co mply with requirements of the Development Agreement being entered into co ncurrently with this SHA. The City shall not unreasonably withhold, co ndition or delay its consent to subordination of its rights hereunder t o any such liens related to construction financing of the Project and shall prom ptly execute all documents reasonably required to e vidence its subordination to such liens.

ARTICLE VIII

[Intentionally left blank]

ARTICLE IX

DISCLOSURE OF DOCUMENTS

9.1 apply to all future Buyers or owners of the Property.

9.3 Future Buyers or owners are subject to all provisions of this SHA which by their terms are applicable to future Buyers or owners, in addition to the provisions of Section 12.10 through 12.20.

ARTICLE X

NON-DISCRIMINATION

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ARTICLE XI

REPORTING AND AUDIT REQUIREMENTS

Notification of First SHU Availa ble. DEVELOPER agrees to notify CITY at least thirty (30) days in advance of the date on which the first SHU will become available for sale.

ARTICLE XII

MISCELLANEOUS

12.2 Indemnification and Hold Harmless.

(a) DEVELOPER hereby agrees to, and shall, defend, indemnify, s ave and hold CITY and its elected and appointed boards, commissions , 103
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(b) Have access to and inspect, examine and make copies of all of the books and records of the DEVELOPER pertaining to the Project;

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Take such other action at law or in equity as may appear necess ary or desirable to enforce the obligations, covenan ts and Agreements of the DEVELO PER.

The provisions of this Section 12.5 apply to, and are enforceab le against, all future Buyers or owners of the Property

12.7 Recordation of Agreement.

(a) Immediately following execution by the City and the Develop er, the City shall cause this SHA to be recorded against the Property i n the Official Records of the County of Ventura.

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(a) If to CITY:

City of Simi Valley
Attn: Director of Environmental Services
2929 Tapo Canyon Road
Simi Valley, CA 93063

(b) If to DEVELOPER:

Runkle Canyon, LLC
Attn: Glen Longarini and Ron Mertzel
25152 Springfield Court, Suite 180
Valencia, CA 91355

With a copy to by mail and e-mail to:

KB Home, Attn: Legal Department
10990 Wilshire Blvd., Seventh Floor
Los Angeles, California 90024

And by e-mail to: [email protected]

Notices herein shall be deemed given as of the date of personal service or three (3) consecutive calendar days after deposit of the same in the custody of the United States Postal Service.

12.15 Further A ssurances. DEVELOPER shall execute, acknowledge and deliver any other instruments and perform any other acts necessary, des irable or proper to carry out the purposes of this SHA.

12.16 Time. Time is of the essence of each term of this SHA.

12.18 Joint and Several Liability. The liability of all persons and entities who are in any manner obligated under this SHA shall be joint and several.

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DA0401 AMD#03 PC Staff Report(lg) 68

Attest: City of Simi Valley, A Municipal Corporation

B y :

Ky Spangler Robert O. Huber, Mayor of the
Deputy Director/City Clerk Cit y of Simi Valley, California

Approved as to Form: Runkle Canyon, LLC
A Delaware Limited Liability Company

B y :

Lonnie J. Eldridge, City Attorney Glen Longarini, Authorized Agent Its:

Approved as to Content:

Eric J. Levitt, City Manager

Jody Kershberg
Director of Administrative Services

Peter Lyons, Director
Department of Environmental Services

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EXHIBIT A

LEGAL DESCRIPTION

Carter and Keith D. Lane, in deed recorded December 3, 1979, in Book 5553, Pages 1 and 27 of Official Records.

Runkle, Gena T. Runkle, Ralph W. Runkle, James V. Runkle, Easte r I. Runkle, Mary A.

Heflin, Henry L. Gates, Irene R. Gates, Mary A. Heflin, as Executrix of the Will of Cowan A. Heflin, deceased, Mattie B. Runkle, Dewey R. Runkle, Marjori e E. Brown, Barbara C.

Kelley, Beverly A. Speight, Robert E. Lane, Robert T. Lane, Sta nley P. Carter and Keith D. Lane, in deed recorded Decem ber 6, 1979 in Book 5555, Page 2 11 of Official Records.

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EXHIBIT B

LIST OF PROPERTY’S DEVELOPMENT APPROVALS

1. Tentative Tract Map No. TT5364 and Planned Development Permi t PD-S-930 approved per City Council Resolution No. 2004-43;

2. Planned Development Permit PD-S-930 Modification PD-S-930 MO D#1 approved per Planning Commission Resolution No. SVPC 09-2013;

3. Planned Development Permit Modification PD-S-930 MOD#2 appro ved per Planning Commission Resolution No. SVPC 07-2015;

4. Runkle Canyon Specific Plan, SP-S-24 approved per City Council Ordinance No. 1057;

5. Second Amended and Restated Deve lopment Agreement (DA-04-01 AMD#2; and,

6. All other entitlem ent approvals for development of the Prope rty, including but not limited to all CEQA compliance documents certified or approved b y t h e C i t y .

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P 4/8-16(klk)
ORDINANCE NO. 1261

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY

OF SIMI VALLEY APPROVING DEVELOPMENT
AGREEMENT AMENDMENT DA- 04-01 AMD#2 ,

AFFORDABLE HOUSING AGREEMENT/SENIOR
HOUSING AGREEMENT AMENDMENT AH-O-47 AMD#2,

AND REUSE OF THE CERTIFIED FINAL

ENVIRONMENTAL IMPACT REPORT AND ADDENDUM

FOR THE RUNKLE CANYON (WOODLANDS) PROJECT

WHEREAS, an Addendum to the Runkle Canyon FEIR was prepared pursuant to Section 15164(a) of the CEQA Guidelines, and, on August 13, 2012, the City Council approved the Addendum; and,

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SIMI
VALLEY DOES ORDAIN AS FOLLOWS:

SECTION 2. The findings, for approval, for DA-04-01 AMD#2, contained in the Planning Commission staff report dated July 27, 2016, and incorporated herein by reference, are hereby approved.

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ORD. NO. 1261
SECTION 3. Pursuant to the State Density Bonus Law (Government Code Section 65915) ("DBL"), a senior housing project may be entitled to a density bonus. As the senior portion of the project includes 138 units, a density bonus of 20% is required under the DBL, and, notwithstanding any prior ordinance of the City of Simi Valley, the City hereby grants an additional density bonus of 12.9%, for a total density bonus of 32.9%, consistent with Sections 65915(b)(1 )(C), (f)(3) and (n) of the California Government Code.

SECTION 4. Development Agreement Amendment DA.-04-01 AMD#2, as specified in Exhibit A, attached hereto, is hereby approved.

SECTION 5. Affordable Housing Agreement/Senior Housing Agreement Amendment AH-0-47 AMD#2, as specified and attached hereto as Exhibit Hof DA-04- 01 AMD#2, is hereby approved.

SECTION 6. The City Clerk shall cause this ordinance or a summary hereof to be published in a newspaper of general circulation, published in the County of Ventura and circulated in the City, and if applicable, to be posted, in accordance with Section 36933 of the California Government Code; shall certify to the adoption of this ordinance and shall cause a certified copy of this ordinance, together with proof of publication, to be filed in the Office of the Clerk of this City.

SECTION 7. This ordinance shall go into effect and be in full force and effect at 12:01 a.m. on the thirty-first (31st) day after its passage.

PASSED and ADOPTED this 29th day of August 2016.

Attest:

Approved as to Form:
-~<
Lonnie J. Eldridge, City Attorney
Pete~ Lyons, Director
Department of Environmental Services
P 4/8-16(klk)
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ORD. NO. 1261
I, Deputy Director/City Clerk of the City of Simi Valley, California, do hereby certify thattheforegoing Ordinance No. 1261 was introduced on August 15, 2016 and adopted by the City Council of the City of Simi Valley, California, at a regular meeting thereof held on the 29th day of August 2016 by the following vote of the City Council:

AYES:

NAYS:

ABSENT:

ABSTAINED:

KySJ)gler
Deputy Director/City Clerk
656
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Simi Valley
Attn. City Clerk
2929 Tapo Canyon Road
Simi Valley, CA 93063
ORD. NO. 1261
1111111111111111111111111111 lllllli 1111111
20161007-00146904·0 1/45
Ventura County Clark and Recorder
MARK A. LUNN
10/07/2016 11:19:44 AM
1119904 $.00 VA
[Space above for recorder's use.]
This document is recorded for the
benefit of the City of Simi Valley and
therefore is exempt from the payment of
a recording fee pursuant to Government
Code Sections 6103 and 27383.

SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT (DA-04-01 AMD#2) BETWEEN THE CITY OF SIMI VALLEY AND RUNKLE CANYON, LLC This Second Amended and Restated Development Agreement ("Agreement" or "DA-04-01 AMD#2") is entered into by and between the CITY OF SIMI VALLEY, a municipal corporation ("City''), and RUNKLE CANYON, LLC, a Delaware Limited Liability Company and any successors or assigns ("Developer''), each a "Party," and collectively "Parties," on August 29, 2016 (the "DA-04-01 AMD#2 Effective Date"), pursuant to the authority of California Government Code Sections 65864 et seq.

B. Pursuant to City's police powers, City is authorized to enter into. binding agreements with person having legal or equitable interests in real property.