Agenda, regular meeting — St. Helena City Council, August 26, 2025 (part 2 of 3)

EXHIBIT
A
Agenda Item #11.1.

Page 158 of 344 ends

EXHIBIT
A
Agenda Item #11.1.

Page 159 of 344 ends

EXHIBIT
A
Agenda Item #11.1.

Page 160 of 344 ends

EXHIBIT
A
Agenda Item #11.1.

Page 161 of 344 ends

EXHIBIT
A
Agenda Item #11.1.

Page 162 of 344 ends

EXHIBIT
A
Agenda Item #11.1.

Page 163 of 344 ends

EXHIBIT
A
Agenda Item #11.1.

Page 164 of 344 ends

83578.00103\42550917.1

EXHIBIT B

RECORDED AT THE REQUEST OF
AND WHEN RECORDED RETURN TO:

City of St. Helena
1088 College Ave.

St. Helena, CA 94574
Attn: City Engineer
(Exempt from Filing Fees – Government Code § 6103)
SPACE ABOVE THIS LINE FOR RECORDER’S USE

SUBDIVISION IMPROVEMENT AGREEMENT

FOR COMPLETION OF PUBLIC IMPROVEMENTS

HUNTER SUBDIVISION MAP
between
THE CITY OF ST. HELENA
a California municipal corporation
and

WHITE FANG PROPERTIES LLC
a South Dakota limited liability company
Agenda Item #11.1.

Page 165 of 344 ends

83578.00103\42550917.1

EXHIBIT B

SUBDIVISION IMPROVEMENT AGREEMENT

FOR COMPLETION OF PUBLIC IMPROVEMENTS

HUNTER SUBDIVISION MAP
I. PARTIES AND DATE
This Subdivision Improvement Agreement for the Completion of Public Improvements (“Agreement”) is entered into as of this ____ day of _________, 20__, by and between the City of St. Helena, a California municipal corporation (“City”) and White Fang Properties, LLC, a South Dakota limited liability company, with its principal office located at [INSERT ADDRESS] (“Developer”). City and Developer are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.” II. RECITALS
A. Developer’s tentative subdivision map for real property located within City, a legal description of which is attached hereto as Exhibit “A” (“Property”), was conditionally approved by the City Council of the City of St. Helena on May 1, 2023. The tentative subdivision map is identified in City records as the Hunter Subdivision Map (“Map”).

B. Developer is the owner of Property, and Developer proposes to do and perform certain work of improvement thereon as set forth in this Agreement.

C. Developer has submitted and requests approval of Final Map No. ________, which relates, in whole or in part, to the subdivision proposed by Developer’s Map for the Property.

D. Developer has not completed all of the work or made all of the public improvements required by the City’s Municipal Code, the Subdivision Map Act (California Government Code section 66410, et seq.) (“Map Act”), the conditions of approval for the Map, or other ordinances, resolutions, or policies of City requiring construction of improvements in conjunction with the subdivision of land.

E. Pursuant to the City’s Municipal Code and the applicable provisions of the Map Act, Developer and City enter into this Agreement for the timely construction and completion of the public improvements and the furnishing of the security therefor, acceptable to the City Engineer and City Attorney, for the Map.

F. Developer’s execution of this Agreement and the provision of the security are made in consideration of City’s approval of the final Map for the Property.

III. TERMS

1.0 Effectiveness. This Agreement shall not be effective unless and until all four of the following conditions are satisfied: (a) Developer provides City with security of the type and Agenda Item #11.1.

Page 166 of 344 ends

83578.00103\42550917.1

EXHIBIT B
in the amounts required by this Agreement; (b) Developer executes and records this Agreement in the Recorder’s Office of the County of Napa; (c) the City Council of the City of St. Helena (“City Council”) approves the final map for the Property; and (d) Developer records the final map for the Property in the Recorder’s Office of the County of Napa. If any of the above described conditions are not satisfied, this Agreement shall automatically terminate without need of further action by either City or Developer, and Developer may not thereafter record the final map for the Property.

1.1 Definitions. For purposes of enforcing this Agreement, the term “City” shall include, but shall not be limited to, City Council, Public Works Director, City Engineer, Community Development Director, Building Official, or any of their authorized representatives.

City shall have the sole and absolute discretion to determine which public body, public official, or public employee may act on behalf of City for any particular purpose.

2.0 Public Improvements. Developer shall construct or have constructed at its own cost, expense, and liability all improvements required by City as part of the approval of the Map, including, but not limited to, all grading, roads, paving, curbs and gutters, pathways, storm drains, sanitary sewers, utilities, drainage facilities, traffic controls, landscaping, street lights, and all other required facilities as shown in detail on the plans, profiles, and specifications which have been prepared by or on behalf of Developer for the Map (“Public Improvements”). The Public Improvements are more specifically described in Exhibit “B,” which is attached hereto and incorporated herein by this reference. Construction of the Public Improvements shall include any transitions and/or other incidental work deemed necessary for drainage or public safety.

Developer shall be responsible for the replacement, relocation, or removal of any component of any utility system or public improvement in conflict with the construction or installation of the Public Improvements. Such replacement, relocation, or removal shall be performed to the complete satisfaction of the City Engineer and the owner of such utility system or public improvement. Developer further promises and agrees to provide all equipment, tools, materials, labor, tests, design work, and engineering services necessary or required by City to fully and adequately complete the Public Improvements.

2.1 Prior Partial Construction of Public Improvements. Where construction of any Public Improvements has been partially completed prior to the execution of this Agreement, Developer agrees to complete such Public Improvements or assure their completion in accordance with this Agreement.

2.2 Permits; Notices; Utility Statements. Prior to commencing any work, Developer shall, at its sole cost, expense, and liability, obtain all necessary permits and licenses and give all necessary and incidental notices required for the lawful construction of the Public Improvements and performance of Developer’s obligations under this Agreement. Developer shall conduct the work in full compliance with the regulations, rules, and other requirements contained in any permit or license issued to Developer. Prior to commencing any work, Developer shall file a written statement with the City Clerk and the City Engineer, signed by Developer and each utility that will provide utility service to the Property, attesting that Developer has made all deposits legally required by the utility for the extension and provision of utility service to the Property.

Agenda Item #11.1.

Page 167 of 344 ends

83578.00103\42550917.1

EXHIBIT B

2.3 Pre-approval of Plans and Specifications. Developer is prohibited from commencing work on any Public Improvement until all plans, specifications, estimates, and bonds for such Public Improvement have been submitted to and approved by the City Engineer, or their authorized designee. Approval by the City Engineer shall not relieve Developer from ensuring that all Public Improvements conform with all other requirements and standards set forth in this Agreement.

2.4 Quality of Work; Compliance With Laws and Codes. The construction plans and specifications for the Public Improvements shall be prepared in accordance with all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements. The Public Improvements shall be completed in accordance with all approved maps, conditions, plans, specifications, standard drawings, and special amendments thereto on file with City, as well as all applicable federal, state, and local laws, ordinances, regulations, codes, standards, and other requirements applicable at the time work is actually commenced.

2.5 Standard of Performance. Developer and its contractors, if any, shall perform all work required to construct the Public Improvements under this Agreement in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Developer represents and maintains that it or its contractors shall be skilled in the professional calling necessary to perform the work. Developer warrants that all of its employees and contractors shall have sufficient skill and experience to perform the work assigned to them, and that they shall have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the work, and that such licenses, permits, qualifications, and approvals shall be maintained throughout the term of this Agreement.

2.6 Alterations to Improvements. The Public Improvements in Exhibit “B” are understood to be only a general designation of the work and improvements to be done, and not a binding description thereof. All work shall be done and improvements made and completed as shown on approved plans and specifications, and any subsequent alterations thereto. If during the course of construction and installation of the Public Improvements it is determined that the public interest requires alterations in the Public Improvements, Developer shall undertake such design and construction changes as may be reasonably required by City. Any and all alterations in the plans and specifications and the Public Improvements to be completed may be accomplished without giving prior notice thereof to Developer’s surety for this Agreement.

2.7 Superintendence by Developer. Developer shall require each contractor and subcontractor to have a competent foreperson on the job at all times when that contractor or subcontractor, or any employee or agent thereof, is performing work on the Public Improvements. Before starting work on the Public Improvements, each contractor and subcontractor shall submit in writing the name of the proposed foreperson, who shall be subject to the review and approval of City. Following approval by City, each foreperson shall be present at the work site at all times that any work is in progress and at any time that any employee of the contractor or subcontractor is present at the work site. The Developer shall employ a competent construction manager that is responsible for the entire work. Each contractor or subcontractor shall contractually report to the construction manager, either directly or through a subcontract.

The construction manager shall be immediately available by phone during hours when Agenda Item #11.1.

Page 168 of 344 ends

83578.00103\42550917.1

EXHIBIT B
construction is in progress and shall be available in person within two hours when requested by the City. The construction manager shall coordinate the work such that construction and the associated inspection happen in an efficient manner. Should a contractor or subcontractor desire to change its foreperson, it shall provide the information specified above and obtain City’s prior written approval. City, in its sole and absolute discretion, may require any contractor or subcontractor to replace its foreperson provided that City gives the contractor or subcontractor at least forty-eight hours written notice.

Developer shall, at all times, enforce strict discipline and good order among its employees and those of its subcontractors and shall not employ any unfit person or anyone not skilled in the assigned task. If any person employed by, the Developer, a contractor or subcontractor fails or refuses to carry out the directions of the City or appears to the City, in its sole and absolute discretion, to be incompetent or to act in a disorderly or improper manner, such person shall be removed from the project immediately upon request by the City, and such person shall not again be employed on the work. Such removal shall not be the basis for any claim of compensation or damages against the City.

In addition, Developer shall maintain an office with a telephone, and Developer or a person authorized to make decisions and to act on Developer’s behalf in Developer’s absence shall be available to be on the job within three (3) hours of being called at such office by the City, during the hours of 9:00 a.m. through 5:00 p.m., Monday through Friday, or any other day or time when work is being performed on the Public Improvements. Developer shall also provide City with a telephone number, at which Developer, or its representative, shall be available twenty-four (24) hours a day in the event of an emergency.

3.0 Maintenance of Public Improvements and Landscaping. City shall not be responsible or liable for the maintenance or care of the Public Improvements until City approves and accepts them. City shall exercise no control over the Public Improvements until accepted.

Any use by any person of the Public Improvements, or any portion thereof, shall be at the sole and exclusive risk of Developer at all times prior to City’s acceptance of the Public Improvements. Developer shall maintain all the Public Improvements in a state of good repair until they are completed by Developer and approved and accepted by City, and until the security for the performance of this Agreement is released.

Maintenance shall include, but shall not be limited to: repair of pavement, curbs, gutters, sidewalks, signals, parkways, water mains, and sewers; maintaining all landscaping in a vigorous and thriving condition reasonably acceptable to City; removal of debris from sewers and storm drains; and sweeping, repairing, and maintaining in good and safe condition all streets and street improvements. Developer shall cause the sweeping of streets to occur weekly at a minimum. Developer shall perform additional street sweeping work as necessary depending on construction activities or as required by, and at the direction of, the City Engineer. It shall be Developer’s responsibility to initiate all maintenance work, but if it shall fail to do so, it shall promptly perform such maintenance work when notified to do so by City. If Developer fails to properly prosecute its maintenance obligation under this Section, City may do all work necessary for such maintenance and the cost thereof shall be the responsibility of Developer and its surety under this Agreement. City shall not be responsible or liable for any damages or injury of any Agenda Item #11.1.

Page 169 of 344 ends

83578.00103\42550917.1

EXHIBIT B
nature in any way related to or caused by the Public Improvements or their condition prior to acceptance.

4.0 Construction Schedule. Unless extended pursuant to Section 4.1 of this Agreement, Developer shall fully and adequately complete or have completed the Public Improvements within twelve (12) months following approval of the final Map. At least fifteen (15) days prior to the commencement of such work, Developer shall notify the City Engineer in writing of the date fixed by Developer for commencement of the work.

4.1 Extensions. Time is of the essence with regard to this Agreement. The City may, in its sole and absolute discretion, provide Developer with additional time within which to complete the Public Improvements. Requests for extension of time shall be in writing and shall be delivered to City in the manner hereinafter specified for service of notices. An extension of time, if any, shall be granted only in writing, and an oral extension shall not be valid or binding on City. It is understood that by providing the security required by this Agreement, Developer and its surety consent in advance to any extension of time as may be given by City to Developer and waive any and all right to notice of such extension(s). Developer’s acceptance of an extension of time granted by City shall constitute a waiver by Developer and its surety of all defenses of laches, estoppel, statutes of limitations, and other limitations of action in any action or proceeding filed by City following the date on which the Public Improvements were to have been completed hereunder. In addition, as consideration for granting such extension to Developer, City reserves the right to review the provisions of this Agreement, including, but not limited to, the construction standards, the cost estimates approved by City, and the sufficiency of the improvement security provided by Developer, and to require adjustments thereto when warranted according to City’s reasonable discretion.

4.2 Accrual of Limitations Period. Any limitations period provided by law related to breach of this Agreement or the terms thereof shall not accrue until Developer has provided the City Engineer with written notice of Developer’s intent to abandon or otherwise not complete required or agreed upon Public Improvements.

5.0 Grading. Developer agrees that any and all grading done or to be done in conjunction with construction of the Public Improvements or development of the Property shall conform to all federal, state, and local laws, ordinances, regulations, and other requirements including, without limitation, City’s grading regulations, the National Pollutant Discharge Elimination Systems (NPDES), and storm water regulations thereunder as administered by the State Water Resources Control Board and Regional Water Quality Control Boards. In order to prevent damage to the Public Improvements by improper drainage or other hazards, the grading shall be completed in accordance with the time schedule for completion of the Public Improvements established by this Agreement, and prior to City’s approval and acceptance of the Public Improvements and release of the Security as set forth in this Agreement. Developer further agrees that the indemnification as set forth in this Agreement shall extend to and include any and all grading contemplated by this Agreement, including but not limited to, any partial or rough grading work.

6.0 Utilities. Developer shall assume all costs for and shall provide utility services, including water, power, gas, and telephone service to serve each parcel, lot, or unit of land within Agenda Item #11.1.

Page 170 of 344 ends

83578.00103\42550917.1

EXHIBIT B
the Property in accordance with all applicable federal, state, and local laws, rules, and regulations, including, but not limited to, the regulations, schedules, and fees of the utilities or agencies providing such services. Except for commercial or industrial properties, Developer shall also provide cable television facilities to serve each parcel, lot, or unit of land in accordance with all applicable federal, state, and local laws, rules, and regulations, including, but not limited to, the requirements of the cable company possessing a valid franchise with City to provide such service within City’s jurisdictional limits. All utilities shall be installed underground, unless otherwise approved by the City Council or the Planning Commission of the City, or by any other state or federal laws or regulations.

7.0 Fees and Charges. Developer shall, at its sole cost, expense, and liability, pay all fees, charges, and taxes arising out of construction of the Public Improvements, including, but not limited to fees for the checking, filing, and processing of improvement plans and specifications and for inspecting the construction of the Public Improvements. These fees must be paid in full prior to approval of the final map and improvement plans. The fees referred to above are not necessarily the only City fees, charges, or other costs that have been or will be imposed on the subdivision and its development, and this Agreement shall in no way exonerate or relieve Developer from paying such other applicable fees, charges, and/or costs.

8.0 City Inspection of Public Improvements. Developer shall, at its sole cost, expense, and liability, and at all times during construction of the Public Improvements, maintain reasonable and safe facilities and provide safe access for inspection by City of the Public Improvements and areas where construction of the Public Improvements is occurring or will occur.

9.0 Default; Notice; Remedies.

9.1 Notice. If Developer neglects, refuses, or fails to fulfill or timely complete any obligation, term, or condition of this Agreement, or if City determines there is a violation of any federal, state, or local law, ordinance, regulation, code, standard, or other requirement, City may at any time thereafter declare Developer to be in default or violation of this Agreement and make written demand upon Developer or its surety, or both, to immediately remedy the default or violation (“Notice”). Developer shall substantially commence the work required to remedy the default or violation within ten (10) days of the Notice. If the default or violation constitutes an immediate threat to the public health, safety, or welfare, City may provide the Notice verbally, and Developer shall substantially commence the required work within twenty-four (24) hours thereof. Immediately upon City’s issuance of the Notice, Developer and its surety shall be liable to City for all costs of construction and installation of the Public Improvements and all other administrative costs and expenses.

9.2 Failure to Remedy; City Action. If the work required to remedy the noticed default or violation is not diligently prosecuted to a completion acceptable to City within the time frame contained in the Notice, City may complete all remaining work, arrange for the completion of all remaining work, and/or conduct such remedial activity as in its sole and absolute discretion it believes is required to remedy the default or violation. All such work or remedial activity shall be at the sole and absolute cost, expense, and liability of Developer and its surety, without the necessity of giving any further notice to Developer or surety. City’s right to Agenda Item #11.1.

Page 171 of 344 ends

83578.00103\42550917.1

EXHIBIT B
take such actions shall in no way be limited by the fact that Developer or its surety may have constructed any, or none, of the required or agreed upon Public Improvements at the time of City’s demand for performance. In the event City elects to complete or arrange for completion of the remaining work and improvements, City may require all work by Developer or its surety to cease in order to allow adequate coordination by City. Notwithstanding the foregoing, if conditions precedent for reversion to acreage can be met and if the interests of City will not be prejudiced thereby, City may also process a reversion to acreage and thereafter recover from Developer or its surety the full cost and expense incurred.

9.3 Other Remedies. No action by City pursuant to this Section of this Agreement shall prohibit City from exercising any other right or pursuing any other legal or equitable remedy available under this Agreement or any federal, state, or local law. City may exercise its rights and remedies independently or cumulatively, and City may pursue inconsistent remedies. City may institute an action for damages, injunctive relief, or specific performance.

9.4 Administrative Costs. If Developer fails to construct and install all or any part of the Public Improvements within the time required by this Agreement, or if Developer fails to comply with any other obligation contained herein, Developer and its surety shall be jointly and severally liable to City for all administrative expenses, fees, and costs, including reasonable attorney’s fees and costs, incurred in obtaining compliance with this Agreement or in processing any legal action or for any other remedies permitted by law.

10.0 Acceptance of Improvements; As-Built or Record Drawings. If the Public Improvements are properly completed by Developer and approved by the City Engineer, and if they comply with all applicable federal, state and local laws, ordinances, regulations, codes, standards, and other requirements, the City Council shall be authorized to accept the Public Improvements. The City Council may, in its sole and absolute discretion, accept fully completed portions of the Public Improvements prior to such time as all of the Public Improvements are complete, which shall not release or modify Developer’s obligation to complete the remainder of the Public Improvements within the time required by this Agreement. Upon the total or partial acceptance of the Public Improvements by City, the City Clerk shall file with the Recorder’s Office of the County of Napa, a notice of completion for the accepted Public Improvements in accordance with California Civil Code Section 9204, at which time the accepted Public Improvements shall become the sole and exclusive property of City without payment therefor.

Title to and ownership of the Public Improvements constructed under this Agreement shall vest absolutely in City upon completion and acceptance in writing of such Public Improvements by City.

Issuance by City of occupancy permits for any buildings or structures located on the Property shall not be construed in any manner to constitute City’s acceptance or approval of any Public Improvements. Notwithstanding the foregoing, City may not accept any Public Improvements unless and until Developer provides one (1) set of “as-built” or record drawings or plans to the City Engineer for all such Public Improvements. The drawings shall be certified and shall reflect the condition of the Public Improvements as constructed, with all changes incorporated therein.

Agenda Item #11.1.

Page 172 of 344 ends

83578.00103\42550917.1

EXHIBIT B

11.0 Warranty and Guarantee. Developer hereby warrants and guarantees all Public Improvements against any defective work or labor done, or defective materials furnished in the performance of this Agreement, including the maintenance of all landscaping within the Property in a vigorous and thriving condition reasonably acceptable to City, for a period of one (1) year following completion of the work and acceptance by City ("Warranty"). During the Warranty, Developer shall repair, replace, or reconstruct any defective or otherwise unsatisfactory portion of the Public Improvements, in accordance with the current ordinances, resolutions, regulations, codes, standards, or other requirements of City, and to the approval of the City Engineer. All repairs, replacements, or reconstruction during the Warranty shall be at the sole cost, expense, and liability of Developer and its surety. As to any Public Improvements which have been repaired, replaced, or reconstructed during the Warranty, Developer and its surety hereby agree to extend the Warranty for an additional one (1) year period following City's acceptance of the repaired, replaced, or reconstructed Public Improvements. Nothing herein shall relieve Developer from any other liability it may have under federal, state, or local law to repair, replace, or reconstruct any Public Improvement following expiration of the Warranty or any extension thereof. Developer's warranty obligation under this section shall survive the expiration or termination of this Agreement.

12.0 Security.

12.1 Prior to execution of this Agreement, Developer shall provide City with sufficient security in the amounts and under the terms set forth below (“Security”). Nothing in this Section is intended to prevent City, in its sole discretion, from requiring Developer to submit, or prevent Developer from submitting, security in a form other than bonds that may be allowed under California Government Code Section 66499, et seq. and the City’s Municipal Code, and acceptable to City. The amount of the Security shall be based on the City Engineer’s approximation of the actual cost to construct the Public Improvements, including the replacement cost for all public landscaping (“Estimated Costs”). If City determines, in its sole and absolute discretion, that the Estimated Costs have changed, Developer shall adjust the Security in the amount requested by City. Developer’s compliance with this Section shall in no way limit or modify Developer’s indemnification obligation under this Agreement. Security shall be on forms approved by the City for the purposes and amounts as follows:

12.1.1 To guarantee the faithful performance of the Public Improvements and all the provisions of this Agreement, to protect City if Developer is in default as set forth in this Agreement, and to secure Developer’s one-year guarantee and warranty of the Public Improvements, including the maintenance of all landscaping in a vigorous and thriving condition, Developer shall provide City security in the amount of [INSERT AMOUNT WRITTEN OUT] Dollars ($[INSERT NUMBERS]), which sum shall be not less than one hundred percent (100%) of the Estimated Costs. The City may, in its sole and absolute discretion, partially release a portion or portions of the security provided under this section as the Public Improvements are accepted by City, as provided herein, provided that Developer is not in default on any provision of this Agreement or condition of approval for the Map, and the total remaining security is not less than twenty-five percent (25%) of the Estimated Costs. All security provided under this section shall be released at the end of the Warranty period (as defined above), or any extension thereof as provided in this Agreement, provided that Developer is not in default on any provision of this Agreement or condition of approval for the Map.

Agenda Item #11.1.

Page 173 of 344 ends

83578.00103\42550917.1

EXHIBIT B

12.1.2 To secure payment to the contractor and subcontractors, laborers, material men and other persons furnishing labor, materials, or equipment for performance of the Public Improvements and this Agreement, Developer shall provide City security in the amount of [INSERT AMOUNT WRITTEN OUT] DOLLARS ($[INSERT NUMBER]), which sum shall not be less than one hundred percent (100%) of the Estimated Costs. The security provided under this subsection may be released by written authorization of the City Engineer after one (1) year or within the time limits established in California Government Code section 66499.7 from the date City accepts the final Public Improvements at the discretion of City. The amount of such security shall be reduced by the total of all stop notice or mechanic’s lien claims of which City is aware, plus an amount equal to twenty percent (20%) of such claims for reimbursement of City’s anticipated administrative and legal expenses arising out of such claims.

12.1.3 To provide in the amount of twenty percent (20%) of the Estimated Costs of the Work to guarantee and warrant the Work, for a period of one year following its completion and acceptance, against any defective work or labor done, or defective materials furnished, as required by California Government Code Section 66499.3(d). Any unused portion of the guarantee and warranty security shall be released one year after acceptance of the required improvements by the City Council.

12.2 Bond/Surety Requirements. The surety for any surety bonds provided as Security shall have a current A.M. Best rating of no less than A:VIII, shall be authorized to do business in the State of California, and shall be satisfactory to City. As part of the obligation secured by the Security and in addition to the face amount of the Security, Developer or its surety shall secure the costs and reasonable expenses and fees, including reasonable attorneys’ fees and costs, incurred by City in enforcing the obligations of this Agreement. Developer and its surety stipulate and agree that no change, extension of time, alteration, or addition to the terms of this Agreement, the Public Improvements, or the plans and specifications for the Public Improvements shall in any way affect its obligation on the Security.

12.3 Evidence and Incorporation of Security. Evidence of the Security shall be provided on the forms set forth in Exhibit “C,” unless other forms are deemed acceptable by the City Engineer and the City Attorney, and when such forms are completed to the satisfaction of City, the forms and evidence of the Security shall be attached hereto as Exhibit “C” and incorporated herein by this reference.

12.4 Alternative Security. Developer may, at its election, substitute alternative Security, substantially in the form attached hereto as Exhibit “D” (“Alternative Security”), to secure the performance of the Developer’s obligations to satisfactorily complete all of the Public Improvements. If the security is a lien on the Property, the lien shall be recorded against the Property in a first priority (senior) position, subordinate only to liens for the payment of property taxes and/or assessments. Developer acknowledges that upon recordation of any mortgage or deed of trust against the Property, such mortgage or deed of trust must be subordinated to the security lien unless Developer elects to replace the Security Lien with another form of Security as provided in this Agreement. If the Alternative Security is a letter of credit, said letter of credit shall not be terminated by the issuing bank unless said bank provides no less than sixty (60) days prior written notice to City. In the event the issuing bank terminates, or proposes to terminate, the letter of credit, Developer shall provide a substitute letter of credit of equal amount, or a Agenda Item #11.1.

Page 174 of 344 ends

83578.00103\42550917.1

EXHIBIT B
surety bond issued by an admitted surety of equal amount. City shall not be required to release or reduce any surety bond for any of the Public Improvements unless and until Developer has provided fully executed, and as applicable recordable, forms of Alternative Security, in a form and substance required hereby, and then only to secure the performance of the obligations set forth herein. The amount of any Alternative Security shall be based on the Estimated Costs. If City determines, in its sole and absolute discretion, that the Estimated Costs have changed, Developer shall adjust the Alternative Security in the amount requested by City. Developer’s compliance with this provision shall in no way limit or modify Developer's indemnification obligation provided in this Agreement.

13.0 Lien. To secure the timely performance of Developer’s obligations under this Agreement, including those obligations for which security has been provided pursuant to this Agreement, Developer hereby creates in favor of City a lien against all portions of the Property not dedicated to City or some other governmental agency for a public purpose. As to Developer’s default on those obligations for which security has been provided pursuant to this Agreement, City shall first attempt to collect against such security prior to exercising its rights as a contract lienholder under this Section.

14.0 Indemnification. Developer shall defend (with counsel reasonably satisfactory to the City Attorney), indemnify, and hold harmless City, its elected officials, officers, employees, agents, and volunteers from any and all actual or alleged claims, demands, causes of action, liability, loss, damage, or injury, to property or persons, including wrongful death, whether imposed by a court of law or by administrative action of any federal, state, or local governmental body or agency, arising out of or incident to any acts, omissions, negligence, or willful misconduct of Developer, its personnel, employees, agents, or contractors in connection with or arising out of construction or maintenance of the Public Improvements, or performance of this Agreement. This indemnification includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys’ fees, and related costs or expenses, and the reimbursement of City, its elected officials, officers, employees, and/or agents for all legal expenses and costs incurred by each of them. This indemnification excludes only such portion of any claim, demand, cause of action, liability, loss, damage, penalty, fine, or injury, to property or persons, including wrongful death, which is caused solely by the negligence or willful misconduct of City as determined by a court or administrative body of competent jurisdiction.

Developer’s obligation to indemnify shall survive the expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by City, its elected officials, officers, employees, agents, or volunteers.

15.0 Insurance.

15.1 Types; Amounts. Developer shall procure and maintain, and shall require its contractors and subcontractors to procure and maintain, during construction of any Public Improvement pursuant to this Agreement, insurance of the types and in the amounts described below (“Required Insurance”) and without limiting the indemnity provisions of this Agreement.

If any of the Required Insurance contains a general aggregate limit, such insurance shall apply separately to this Agreement or be no less than three times the specified occurrence limit. For purposes of this Section, the “indemnified parties” shall mean City, its elected officials, officers, employees, agents, and volunteers, as described in this Agreement. The Required Insurance shall Agenda Item #11.1.

Page 175 of 344 ends

83578.00103\42550917.1

EXHIBIT B
contain standard separation of insureds provisions, and shall contain no special limitations on the scope of its protection to City, its elected officials, officers, employees, agents, and volunteers.

15.1.1 Commercial General Liability. Developer, its contractors and subcontractors shall procure and maintain Commercial General Liability Insurance that affords coverage at least as broad as the latest version of Insurance Services Office “occurrence” form CG 0001, with minimum limits of at least One Million Dollars ($1,000,000.00) per occurrence, and if written with an aggregate, the aggregate shall be double the per occurrence limit. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions limiting coverage for (1) products and completed operations; (2) contractual liability; (3) third party action over claims; (4) cross liability exclusion for claims or suits by one insured against another; or (5) explosion, collapse, or underground hazard (XCU).

15.1.2 Automobile Liability. Developer and its contractors and subcontractors shall procure and maintain automobile liability insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering “Any Auto” (Symbol 1) and minimum limits of One Million Dollars ($1,000,000.000) each accident. Such insurance shall include coverage for the ownership, operation, maintenance, use, loading, or unloading of any vehicle owned, leased, hired, or borrowed by the insured or for which the insured is responsible.

If Developer does not own any company vehicles and if requested by City, this requirement may be satisfied by providing a non-owned auto endorsement to the Commercial General Liability policy.

15.1.3 Workers’ Compensation. Developer, its contractors and subcontractors shall procure and maintain workers’ compensation insurance with limits as required by the Labor Code of the State of California and Employers’ Liability Insurance of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and disease.

15.1.4 Professional Liability. If applicable to this Agreement and required by City, for any consultant or other professional who will engineer or design the Public Improvements, professional liability insurance for errors and omissions with limits not less than One Million Dollars ($1,000,000.00) per occurrence, shall be procured and maintained for a period of three (3) years following completion of the Public Improvements and shall specifically include all work to be performed under the Agreement. If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement, and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination of this Agreement.

15.2 Deductibles. Any deductibles or self-insured retentions must be approved by City in writing and shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

15.3 Certificates; Verification. Developer and its contractors and subcontractors shall furnish City with original certificates of insurance and endorsements effecting coverage for the Required Insurance. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its Agenda Item #11.1.

Page 176 of 344 ends

83578.00103\42550917.1

EXHIBIT B
behalf. All certificates and endorsements must be received and approved by City prior to the execution of this Agreement and before work pursuant to this Agreement can begin. City reserves the right to require complete, certified copies of all required insurance policies at any time.

15.4 Insurer Rating. Unless approved in writing by City, the insurers for all Required Insurance shall have a current A.M. Best rating of at least A:VIII, shall be authorized to do business in the State of California, and shall be satisfactory to City.

15.5 Endorsements.

15.5.1 The Commercial General Liability, Automobile Liability, and Contractors Pollution Liability policies, if the latter is required by City, shall be endorsed as follows:

Additional Insured: The indemnified parties shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of this Agreement. The “Additional Insured Endorsement” shall be on a form similar to Insurance Services Office’s Endorsement form CG 2010 and contain no other modifications to the policy.

Primary Insurance: This insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance.

Severability: In the event one insured, whether named or additional, incurs liability to any other of the insureds, whether named or additional, the policy shall cover the insured against whom the claim is made or may be made in the same manner as if separate policies had been issued to each insured, except that the limits of insurance shall not be increased thereby.

Cancellation: The policy shall not be canceled or the coverage suspended, voided, reduced, or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon City, except ten (10) days prior written notice shall be allowed for nonpayment of premium.

Duties: Any failure by the named insured to comply with report provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the indemnified parties.

Applicability: That the coverage provided therein shall apply to the obligations assumed by Developer, its contractors or subcontractors under the indemnity provisions of this Agreement, Agenda Item #11.1.

Page 177 of 344 ends

83578.00103\42550917.1

EXHIBIT B
unless the policy or policies contain a blanket form of contractual liability coverage.

15.5.2 The Workers’ Compensation policy or policies required by this Agreement shall be endorsed as follows:

Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the indemnified parties.

15.5.3 The Professional Liability policy or policies required by this Agreement, if required by City, shall be endorsed as follows:

16.0 Signs and Advertising. Developer understands and agrees to City’s ordinances, regulations, and requirements governing signs and advertising structures. Developer hereby agrees with and consents to the removal by City of all signs or other advertising structures erected, placed, or situated in violation of any City ordinance, regulation, or other requirement.

Removal shall be at the expense of Developer. Developer shall indemnify and hold City free and harmless from any claim or demand arising out of or incident to signs, advertising structures, or their removal.

17.0 Relationship Between the Parties. The Parties hereby mutually agree that neither this Agreement, any map related to the Property, nor any other related entitlement, permit, or approval issued by City for the Property shall operate to create the relationship of partnership, joint venture, or agency between City and Developer. Developer’s contractors and subcontractors are exclusively and solely under the control and dominion of Developer. Nothing herein shall be deemed to make Developer, its contractors, or its subcontractors an agent, contractor or subcontractor of City.

18.0 General Provisions.

18.1 Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

Agenda Item #11.1.

Page 178 of 344 ends

83578.00103\42550917.1

EXHIBIT B

18.2 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate, or convenient to attain the purposes of this Agreement.

18.3 Construction; References; Captions. It being agreed the Parties or their agents have participated in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party.

Any term referencing time, days, or period for performance shall be deemed calendar days and not work days. All references to Developer include all personnel, employees, agents, and contractors and subcontractors of Developer, except as otherwise specified in this Agreement.

All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

18.4 Notices. All notices, demands, invoices, and written communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice:

CITY: DEVELOPER:

City of St. Helena
1088 College Ave.

St. Helena, CA 94574
Attn: City Engineer Attn:

Depending upon the method of transmittal, notice shall be deemed received as follows: by facsimile, as of the date and time sent; by messenger, as of the date delivered; and by U.S. Mail first class postage prepaid, as of seventy-two (72) hours after deposit in the U.S. Mail.

18.5 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

18.6 Waiver. City’s failure to insist upon strict compliance with any provision of this Agreement or to exercise any right or privilege provided herein, or City’s waiver of any breach of this Agreement, shall not relieve Developer of any of its obligations under this Agreement, whether of the same or similar type. The foregoing shall be true whether City’s actions are intentional or unintentional. Developer agrees to waive, as a defense, counterclaim or set off, any and all defects, irregularities or deficiencies in the authorization, execution or performance of the Public Improvements or this Agreement, as well as the laws, rules, regulations, ordinances or resolutions of City with regards to the authorization, execution, or performance of the Public Improvements or this Agreement.

18.7 Assignment or Transfer of Agreement. Developer shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecatee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer. Unless specifically stated to the contrary in Agenda Item #11.1.

Page 179 of 344 ends

83578.00103\42550917.1

EXHIBIT B
City’s written consent, any assignment, hypothecation, or transfer shall not release or discharge Developer from any duty or responsibility under this Agreement. In the event that City consents in writing to such an assignment, any assignee, hypothecatee, or transferee shall expressly assume Developer’s obligations hereunder by a written agreement in a form, and containing such security, as is reasonably acceptable to City.

The agreement, hypothecation, or transfer shall be to the satisfaction of the City Attorney and shall include provisions requiring the assignee to post bonds or submit another form of financial security, satisfactory to City and approved by the City Attorney, to guarantee construction of the Public Improvements. The agreement shall survive the recordation of the Final Map and shall be recorded against each of the proposed lots to inform successors and assigns of the required Public Improvements to be constructed and their time frame for construction.

Following any permitted assignment, hypothecation, or transfer of the Public Improvements as set forth in this Section, City shall release Developer from its obligations so assigned and shall release to Developer any bonds or other security posted to secure the Public Improvements so assigned; provided, however, that City shall not release any security or undertakings given to secure the performance of any of the Public Improvements not assigned, hypothecated, or transferred.

18.8 Binding Effect. Each and all of the covenants and conditions shall be binding on and shall inure to the benefit of the Parties, and their successors, heirs, personal representatives, or assigns. This Section shall not be construed as an authorization for any Party to assign any right or obligation.

18.9 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

18.10 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

18.11 Consent to Jurisdiction and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Any legal action or proceeding brought to interpret or enforce this Agreement, or which in any way arises out of the Parties’ activities undertaken pursuant to this Agreement, shall be filed and prosecuted in the appropriate California State Court in the County of Napa, California. Each Party waives the benefit of any provision of state or federal law providing for a change of venue to any other court or jurisdiction including, without limitation, a change of venue based on the fact that a governmental entity is a party to the action or proceeding, or that a federal right or question is involved or alleged to be involved in the action or proceeding. Without limiting the generality of the foregoing waiver, Developer expressly waives any right to have venue transferred pursuant to California Code of Civil Procedure Section 394.

18.12 Attorneys’ Fees and Costs. If any arbitration, lawsuit, or other legal action or proceeding is brought by one Party against the other Party in connection with this Agreement Agenda Item #11.1.

Page 180 of 344 ends

83578.00103\42550917.1

EXHIBIT B
or the Property, the prevailing party, whether by final judgment or arbitration award, shall be entitled to and recover from the other party all costs and expenses incurred by the prevailing party, including actual attorneys’ fees (“Costs”). Any judgment, order, or award entered in such legal action or proceeding shall contain a specific provision providing for the recovery of Costs.

This Section shall survive the termination or expiration of this Agreement.

18.13 Acquisition and Dedication of Easements or Rights-of-Way. If any of the Public Improvements required by this Agreement are to be constructed on land not within the subdivision or an already-existing public right-of-way, no construction or installation shall be commenced before:

18.13.1The irrevocable offer of dedication or conveyance to City of appropriate rights-of-way, easements, or other interests in real property, and appropriate authorization from the property owner to allow construction or installation of the Public Improvements or work; or

18.13.2The issuance of an order of possession by a court of competent jurisdiction pursuant to California’s Eminent Domain Law. Developer shall comply in all respects with any such order of possession.

Nothing in this paragraph shall be construed as authorizing or granting an extension of time to Developer for completion of the Public Improvements.

18.14 Prevailing Wages. Developer has been alerted to the requirements of California Labor Code sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements if it is determined that this Agreement constitutes a public works contract. It shall be the sole responsibility of Developer to determine whether to pay prevailing wages for any or all work required by this Agreement. As a material part of this Agreement, Developer agrees to assume all risk of liability arising from any decision not to pay prevailing wages for work required by this Agreement.

18.15 Counterparts. This Agreement may be executed in counterpart originals, which taken together, shall constitute one and the same instrument. [SIGNATURE PAGE FOLLOWS]
Agenda Item #11.1.

Page 181 of 344 ends

83578.00103\42550917.1

EXHIBIT B

SIGNATURE PAGE FOR SUBDIVISION IMPROVEMENT AGREEMENT
BETWEEN THE CITY OF ST. HELENA

AND WHITE FANG PROPERTIES, LLC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CITY OF ST. HELENA
By:

Anil Comelo, City Manager

WHITE FANG PROPERTIES, LLC
By:

Signature
Print Name
Title
ATTEST:

By:

Erika Opp, Acting City Clerk
By:

Signature
Print Name
Title
APPROVED AS TO FORM:

By:_________________________________
Ethan Walsh, City Attorney
NOTE: DEVELOPER’S AND SURETY’S SIGNATURES SHALL BE DULY

NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE

INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF

INCORPORATION, OR OTHER RULES OR REGULATIONS
APPLICABLE TO DEVELOPER’S BUSINESS ENTITY.

Agenda Item #11.1.

Page 182 of 344 ends

83578.00103\42550917.1

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

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

WITNESS my hand and official seal.

Signature: (seal)
Agenda Item #11.1.

Page 183 of 344 ends

83578.00103\42550917.1

STATE OF CALIFORNIA )

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)
Agenda Item #11.1.

Page 184 of 344 ends

83578.00103\42550917.1
A-1

EXHIBIT B
EXHIBIT “A”

LEGAL DESCRIPTION OF PROPERTY

HUNTER SUBDIVISION
Lots 1 through 51 shown on the map entitled "Final Map of the Hunter Subdivision" recorded on _________________, 2025, in Book ________ of Maps at Pages _____________ in the records of the County of Napa, State of California.

APN: 009-030-05
Agenda Item #11.1.

Page 185 of 344 ends

83578.00103\42550917.1
B-1

EXHIBIT B
EXHIBIT “B”

LIST OF PUBLIC IMPROVEMENTS

HUNTER SUBDIVISION
Developer shall perform all work and furnish all materials necessary, in the opinion of the City Engineer and on his/her order, to complete the following Public Improvements in accordance with the plans and specifications on file with City or with any changes required or ordered by the City Engineer which, in his/her opinion, are necessary or required to complete this work.

Developer is required to perform the following Public Improvements under this Agreement:
[INSERT DESCRIPTION OF IMPROVEMENTS]
Agenda Item #11.1.

Page 186 of 344 ends

83578.00103\42550917.1

EXHIBIT B
EXHIBIT “C”

SURETY BONDS AND OTHER SECURITY
PARCEL/TRACT NO. __________________
As evidence of understanding the provisions contained in this Agreement, and of Developer’s intent to comply with same, Developer has submitted the below described security in the amounts required by this Agreement, and has affixed the appropriate signatures thereto:

FAITHFUL PERFORMANCE BOND: $
Surety:

Attorney-in-fact:

Address:

PAYMENT BOND: $
Surety:

Attorney-in-fact:

Address:

GUARANTEE AND WARRANTY SECURITY BOND: $
Surety:

Attorney-in-fact:

Address:

Agenda Item #11.1.

Page 187 of 344 ends

83578.00103\42550917.1

EXHIBIT B
CITY OF ST. HELENA

FAITHFUL PERFORMANCE BOND FOR

SUBDIVISION IMPROVEMENT AGREEMENT
PROJECT: _______________________
WHEREAS, the conditions placed on the tentative subdivision map for Hunter Subdivision require that the City of St. Helena, a municipal corporation of the State of California (“CITY”), by its City Council, and ____________________________(“PRINCIPAL”) enter into an agreement (“Agreement”) whereby the PRINCIPAL agrees to install and complete certain designated public improvements (“Public Improvements”); and WHEREAS, the PRINCIPAL is required under the terms of the Agreement to furnish a bond, in a form and from a surety acceptable to the CITY, for the faithful performance of the Agreement.

NOW, THEREFORE, PRINCIPAL and ______________________________ (“SURETY”), a corporation organized and existing under the laws of the State of ______________________, and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto CITY in the sum of [INSERT AMOUNT WRITTEN OUT] DOLLARS ($[INSERT NUMBERS]), said sum being not less than one hundred percent (100%) of the total cost of the Public Improvements as set forth in the Agreement, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION is such, that if PRINCIPAL, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions, agreements, guarantees, and warranties in the Agreement and any alteration thereof made as therein provided, to be kept and performed at the time and in the manner therein specified and in all respects according to their intent and meaning, and to indemnify and save harmless CITY, its officers, employees, and agents, as stipulated in the Agreement, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

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

SURETY, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Agreement, or to any plans, profiles, and specifications related thereto, or to the Public Improvements to be constructed thereunder, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition.

SURETY, by executing this bond, warrants and alleges that it has read the Agreement, or by signing this bond shall be deemed to have read the Agreement, and knows the contents and all Agenda Item #11.1.

Page 188 of 344 ends

83578.00103\42550917.1

EXHIBIT B
provisions contained therein, and shall be bound by each and every term, condition, and provision contained therein.

IN WITNESS WHEREOF, this instrument has been duly executed by PRINCIPAL and SURETY above named, on __________________, 20___.
___________________________________ ____________________________________ Name of Surety Principal
By:_________________________________
Title: _______________________________
____________________________________
Mailing Address of Surety
and
____________________________________
Telephone No. of Surety
By:_________________________________
Title: _______________________________
By: _________________________________
Attorney in Fact
Approved as to form:
____________________________________
City Attorney
NOTE: If principal is a partnership, all partners should execute the bond.

IMPORTANT: Surety companies executing bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in California.

NOTICE: The signature of the Surety on this bond must be acknowledged before a notary public, and this bond must be accompanied by evidence that the appointment as attorney in fact has been recorded in Napa County.

MANDATORY: The Surety shall be authorized and licensed by the California Insurance Commissioner as an “admitted surety insurer.”
REQUEST TO INSURER TO SUBMIT DOCUMENTS: Execution of this document shall constitute the City’s formal request to the insurer to provide the City with an original of a certificate from the clerk of Napa County that the certificate of authority of the insurer has not been surrendered, revoked, canceled, annulled, or suspended or, in the event that it has, that renewed authority has been granted.

POWER OF ATTORNEY REQUIRED. The Attorney-in-Fact (resident agent) who executes this bond on behalf of the surety company must attach a copy of his Power of Attorney as evidence of his authority. A notary shall acknowledge the power as of the date of the execution of the surety bond which it covers.

Agenda Item #11.1.

Page 189 of 344 ends

83578.00103\42550917.1

STATE OF CALIFORNIA )

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)
Agenda Item #11.1.

Page 190 of 344 ends

83578.00103\42550917.1

STATE OF CALIFORNIA )

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)
Agenda Item #11.1.

Page 191 of 344 ends

83578.00103\42550917.1

EXHIBIT B

CERTIFICATE AS TO CORPORATE PRINCIPAL
I, ___________________________________________, certify that I am the Secretary of the Corporation named as Principal in the attached bond, that _____________________________, who signed the said bond on behalf of the Principal, was then __________________________ of said Corporation; that I know his/her signature and his/her signature thereto is genuine; and that said bond was duly signed, sealed and attested for and upon behalf of said Corporation by authority of its governing Board.

Dated: _______________________
Signature
Print Name
Agenda Item #11.1.

Page 192 of 344 ends

83578.00103\42550917.1

EXHIBIT B
CITY OF ST. HELENA

LABOR & MATERIAL BOND FOR

SUBDIVISION IMPROVEMENT AGREEMENT
PROJECT: [_______________________]
WHEREAS, the conditions placed on the tentative/parcel map for Parcel No. _____ require that the City of St. Helena, a municipal corporation of the State of California (“CITY”), by its City Council, and ____________________________(“PRINCIPAL”) enter into an agreement (“Agreement”) whereby the PRINCIPAL agrees to install and complete certain designated public improvements (“Public Improvements”); and
WHEREAS, under the terms of the Agreement, PRINCIPAL is required before entering upon the performance of the work, to file a good and sufficient payment bond with the CITY to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code of the State of California.

NOW, THEREFORE, PRINCIPAL and _________________________ (“SURETY”), a corporation organized and existing under the laws of the State of ______________________, and duly authorized to transact business under the laws of the State of California, are held and firmly bound unto CITY and to any and all material men, persons, companies or corporations furnishing materials, provisions, and other supplies used in, upon, for or about the performance of the Public Improvements, and all persons, companies or corporations renting or hiring teams, or implements or machinery, for or contributing to the Public Improvements to be done, and all persons performing work or labor upon the same and all persons supplying both work and materials as aforesaid excepting the PRINCIPAL, the sum of [INSERT AMOUNT WRITTEN OUT] DOLLARS, ($[INSERT NUMBERS]), said sum being not less than [INSERT % AMOUNT] of the total cost of the Public Improvements under the terms of the Improvement Agreement, we bind ourselves, our heirs, executors and administrators, successors and assigns jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if the PRINCIPAL, his or its subcontractors, heirs, executors, administrators, successors, or assigns, shall fail to pay for any materials, provisions, or other supplies or machinery used in, upon, for or about the performance of the Public Improvements, or for work or labor thereon of any kind, or fail to pay any of the persons named in California Civil Code Section 9100, or amounts due under the Unemployment Insurance Code with respect to work or labor performed by any such claimant, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the contractor and his subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, and all other applicable laws of the State of California and rules and regulations of its agencies, then said SURETY will pay the same in or to an amount not exceeding the sum specified herein.

Page 193 of 344 ends

83578.00103\42550917.1

EXHIBIT B
fees, incurred by CITY in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.

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

IMPORTANT: Surety companies executing bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in California.

Agenda Item #11.1.

Page 194 of 344 ends

83578.00103\42550917.1

EXHIBIT B
POWER OF ATTORNEY REQUIRED. The Attorney-in-Fact (resident agent) who executes this bond on behalf of the surety company must attach a copy of his Power of Attorney as evidence of his authority. A notary shall acknowledge the power as of the date of the execution of the surety bond which it covers.

Agenda Item #11.1.

Page 195 of 344 ends

83578.00103\42550917.1

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

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

WITNESS my hand and official seal.
[SEAL]
Signature______________________________________
Agenda Item #11.1.

Page 196 of 344 ends

83578.00103\42550917.1
C-11

STATE OF CALIFORNIA )

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)
Agenda Item #11.1.

Page 197 of 344 ends

83578.00103\42550917.1
C-12

EXHIBIT B

Dated: _______________________
Signature
Print Name
Agenda Item #11.1.

Page 198 of 344 ends

83578.00103\42550917.1
C-13

EXHIBIT B
CITY OF ST. HELENA

SUBDIVISION MAINTENANCE BOND

GUARANTEE AND WARRANTY SECURITY
PROJECT: [________________________________]
WHEREAS, the conditions placed on the tentative/parcel map for Parcel/Tract No. _____ require that the City Council of the City of St. Helena, State of California, and _______________________________ (“PRINCIPAL”) enter into an agreement by which PRINCIPAL agrees to install and complete certain designated public improvements and to guarantee and warrant the work for a period of one year following its completion and acceptance (“Agreement”); and
WHEREAS, PRINCIPAL is required under the terms of the Agreement to furnish a bond to guarantee and warrant the work for a period of one year following its completion and acceptance against any defective work or labor done, or defective materials furnished, to comply with the terms of the Agreement.

NOW, THEREFORE, we, PRINCIPAL and __________________________________ a __________________________________, admitted and duly authorized to transact business under the laws of the State of California as surety (“SURETY”), are held and firmly bound unto the City of St. Helena as obligee (“CITY”), in the penal sum of __________________________________ ($________________) dollars lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents.

The condition of this obligation is such that if PRINCIPAL, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, provisions in the said agreement and any alteration thereof made as therein provided, on his or its part to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless CITY, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by CITY in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.

SURETY hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations of this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the agreement or to the work or to the specifications. The surety waives all rights of subrogation against CITY or any person employed by CITY.

Agenda Item #11.1.

Page 199 of 344 ends

83578.00103\42550917.1
C-14

EXHIBIT B
IN WITNESS WHEREOF, this instrument has been duly executed by PRINCIPAL and SURETY above named, on __________________, 20___.
___________________________________ ____________________________________ Name of Surety Principal
By:_________________________________
Title: _______________________________
____________________________________
Mailing Address of Surety
and
____________________________________
Telephone No. of Surety
By:_________________________________
Title: _______________________________
By: _________________________________
Attorney in Fact
Approved as to form:
____________________________________
City Attorney
NOTE: If principal is a partnership, all partners should execute the bond.

IMPORTANT: Surety companies executing bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in California.

Agenda Item #11.1.

Page 200 of 344 ends

83578.00103\42550917.1
C-15

STATE OF CALIFORNIA )

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)
Agenda Item #11.1.

Page 201 of 344 ends

83578.00103\42550917.1
C-16

STATE OF CALIFORNIA )

COUNTY OF )
On April 7, 2017 before me, , Notary Public, personally appeared , who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: (seal)
Agenda Item #11.1.

Page 202 of 344 ends

83578.00103\42550917.1
C-17

EXHIBIT B

Dated: _______________________
Signature
Print Name
Agenda Item #11.1.

Page 203 of 344 ends

83578.00103\42550917.1
D-1

EXHIBIT B
EXHIBIT "D"

ALTERNATIVE SECURITY
____________________________________
[***IF ALTERNATIVE SECURITY IS PROVIDED, IN LIEU OF SURETY BONDS, CITY

MANAGER AND CITY ATTORNEY MUST APPROVE THE FORM AND CONTENT OF

SUCH ALTERNATIVE SECURITY INSTRUMENT, PRIOR TO CITY COUNCIL CONSIDERATION***]
Agenda Item #11.1.

Page 204 of 344 ends

1515 Fourth Street, Napa, CA 94559 www.rsacivil.com 707.252.3301.v 707.252.4966.f

EXHIBIT C
Upon Recordation, Return to:

City of St. Helena
1088 College Ave.

St. Helena, CA 94574
Attn: City Clerk
Exempt From Recording Fees
Govt Code §27383 (For Recorder's Use Only)

DECLARATION OF EASEMENTS AND MAINTENANCE AGREEMENT

POST CONSTRUCTION STORM WATER BEST MANAGEMENT PRACTICES (Subdivision Map)
Hunter Subdivision
THIS DECLARATION OF EASEMENTS AND MAINTENANCE AGREEMENT ("Agreement") is dated this _____ day of ____________, 2025, executed by and between White Fang Properties, LLC, a South Dakota limited liability company ("Declarant") and the City of St. Helena, a California municipal corporation (the "City").

RECITALS
A. As of May 20, 2004, discharges from the Napa Countywide Storm Water Pollution Prevention Program ("NCSPPP") Small Municipal Separate Storm Sewer Systems ("Small MS4s") are authorized by the State Water Resources Control Board's General Permit for Storm Water Discharges from Small MS4s, NPDES General Permit No. CAS000004) (Phase II General Permit). The NCSPPP, which is comprised of the City of Napa, Town of Yountville, City of Calistoga, City of St. Helena, City of American Canyon, and County of Napa, is now covered under the Phase II General Permit. The NCSPPP participants must implement the NCSPPP Storm Water Management Plan ("SWMP") and comply with the requirements and prohibitions of the Phase II General Permit.

B. Provision E.12.h of the Phase II General Permit requires the City to ensure adequate long-term maintenance of all post construction structural best management practices (“BMPs”) required.

C. The City has adopted the latest edition of the Bay Area Stormwater Management Agencies Association (BASMAA) Post-Construction Manual. Construction plans must be in accordance with the BASMAA Manual.

D. Declarant is the owner of certain real property known as the Hunter Subdivision as shown on the Map entitled "Final Map of the Hunter Subdivision" in the City of St. Helena, County of Napa, California ("Property") filed for record on _____________________, 2025 in Book _____ of Maps at Pages ___________, in the Official Records, Napa County Recorder's Office ("Map"), a reduced copy of which is attached and incorporated herein as Exhibit "A." The Map divides the Property into fifty-two (52) lots and common area. This Agreement encumbers the 51 Lots that are anticipated to contain single-family residences which are located on Lots 1 through 51, inclusive (“Lots”) and Common Area Parcel Y shown on the Map. Lot 52 shown on the Map, which is anticipated to contain a multifamily development, is not subject to this Agreement. The present and future owner(s) of the Lots are referred to herein as "Lot Owners" or "Owners." It is anticipated that the Lots will be governed by the Hunter Declaration of Restrictions (CC&Rs) (the “Declaration”) which forms the Hunter Homeowners Association (the “Maintenance Association”).

E. Declarant has received entitlements from City allowing the subdivision and development of the Property subject to conditions set forth in Resolution 2023-69 ("City Approvals").

Agenda Item #11.1.

Page 205 of 344 ends

1515 Fourth Street, Napa, CA 94559 www.rsacivil.com 707.252.3301.v 707.252.4966.f

EXHIBIT C
F. The City Approvals include conditions that Declarant implement best management practices, including the construction, inspection, maintenance, operation, repair and reconstruction of certain best management practices, more particularly described on Exhibit "B" ("Site Plan") (the "BMPs"), which have been approved by the City and Exhibit "C" ("Maintenance Plan") and attached hereto and incorporated herein by reference.

G. Declarant and City agree that the health, safety, and welfare of the citizens of the City require that the BMPs be properly maintained.

H. The purpose of this Agreement is to describe the BMPs, to provide for the inspection, maintenance, operation, repair and replacement of the BMPs as applicable by Declarant as the present Owner of the Property and to establish these obligations as covenants running with the land that benefit and bind each Lot and each successive Lot Owner.

NOW, THEREFORE, Declarant hereby declares that the Property and each Lot constituting a portion thereof shall be held, transferred, encumbered, used, conveyed, leased and occupied subject to the covenants, conditions, restrictions, easements and rights herein set forth for the use and benefit of each of the Lots. All of the limitations, easements, uses, obligations, covenants, restrictions and conditions stated herein shall run with the Property and the individual Lots and shall be binding upon Declarant, its successors and assigns, any and all parties having or acquiring any right, title or interest in or to the Property or any part thereof or interest therein and shall be for the benefit of each Lot Owner, their tenants, subtenants and invitees and shall inure to the benefit of and be binding upon each successor-in-interest thereto. Each and every of said limitations, easements, uses, obligations, covenants, conditions and restrictions shall be deemed to be and shall be construed as equitable servitudes, enforceable by any of the Lot Owners, tenants or subtenants against any other Lot Owner, tenant or subtenant and by the City.

1. Maintaining Owner. The Maintaining Owner shall initially be the Declarant, provided that upon commencement of its operations, the Maintenance Association shall automatically assume the obligations of the Declarant under this Agreement as the Maintaining Owner.

2. Identification of BMPs: The BMPs are identified on the Map as “Best Management Practices Treatment Measure” and also depicted on the Site Plan attached hereto as Exhibit “B”. The BMPs are located in the streets which will be dedicated to the City (the “public streets”), and on Lot 25.

3. Maintenance Obligations — Generally: Maintaining Owner shall have full responsibility to: (a) construct and install the BMPs shown in Exhibit "B" in accordance with the plans approved by the City, and (b) to maintain the BMPs at Maintaining Owner’s full cost and expense in accordance with the terms of this Agreement in a manner assuring peak performance at all times and not to modify the BMPs in any manner that lessens their effectiveness.

A. Performance and Maintenance Criteria. Maintaining Owner shall use its best efforts to diligently and adequately operate, maintain, repair and modify in perpetuity, the BMPs in a manner assuring peak performance at all times and shall make such modifications to the BMPs, subject to City's prior approval, as may be reasonably necessary for the BMPs to continue to operate as designed and approved and to accomplish their intended purpose, in good repair, and in compliance with all applicable federal, state, county and local laws and regulations (collectively "Regulations") as the same may be amended, revised and replaced from time to time (the "Performance and Maintenance Criteria"). Maintaining Owner shall be responsible for the costs incurred in fulfilling the Performance and Maintenance Criteria for the BMPs.

B. Performance of Required Maintenance by Maintaining Owner. Prior to June 30th of each calendar year, the Maintaining Owner shall contract with appropriate licensed contractors to perform the inspection and maintenance work required hereunder and for ensuring that all required documentation, including but not limited to the annual inspection report included as Exhibit “D” to this Agreement is submitted to the City.

Agenda Item #11.1.

Page 206 of 344 ends

1515 Fourth Street, Napa, CA 94559 www.rsacivil.com 707.252.3301.v 707.252.4966.f

EXHIBIT C

4. Rights of City: The provisions of this Agreement are expressly declared to be for the benefit of the City of St. Helena. The City reserves to itself all remedies available to it at law or in equity. Any remedies specified herein are in addition to and not in lieu of other remedies available to City. The City may bring an action to obtain specific performance of this Agreement and may recover its costs, including attorney fees, incurred in bringing such action. The City may, but is not required by this Agreement, pursue any enforcement action available at law or in equity to cause the completion of all Performance and Maintenance Criteria and may charge the costs of such enforcement action against the Lot Owners in any manner authorized by law or in equity. By way of example, and not at as limitation on the City's authority, the City, in its sole election, may cause these costs to become a lien upon the Property or Lots that may be collected at the same time and in the same manner as ordinary municipal taxes as provided in Government Code section 38773.5. Nothing in this Agreement creates an obligation by the City to obtain specific performance or to maintain or repair any BMP, nor does this Agreement prohibit the City from pursuing other legal recourse against the Maintaining Owner or Lot Owners.

A. Indemnification of City. The Declarant and the Maintaining Owner shall indemnify, release, hold harmless, and defend City from and against any and all claims, demands, suits, liabilities, losses, damages, fines, and payments, including reasonable attorneys' fees, claimed or made against City that are alleged or proven to result or arise from the design, construction, presence, existence, location, operation, or maintenance of the BMP, but excluding claims caused by the active negligence or willful misconduct of City.

Notwithstanding the foregoing, the Maintenance Association shall not be responsible for any indemnification obligations pertaining to the initial design and/or construction of the BMP.

B. Right of Entry. In addition to the rights provided by law, the City, the San Francisco Bay Regional Water Quality Control Board ("Regional Board"), and the Napa County Mosquito Abatement District ("NCMAD"), their employees and agents, are hereby granted permission to enter upon the Property at reasonable times and in a reasonable manner to inspect, assess or observe the BMPs in order to ensure that the BMPs are being properly maintained and are continuing to perform in an adequate manner to protect water quality and the public health and safety. This includes the right to enter upon the Property when one or more of the identified agencies has a reasonable basis to believe that a violation of this Agreement, the City's storm water management ordinance, guidelines, criteria, other written direction, or the Phase II General Permit, and any amendments or reissuances of the permit has occurred. The above-mentioned agencies are also authorized to enter the Property when necessary for abatement of a public nuisance or correction of a violation of the ordinance, guideline, criteria or other written direction. Whenever possible, the City, Regional Board or the NCMAD shall provide reasonable notice to the Maintaining Owner and Lot Owners before entering the Property.

C. Failure to Maintain. In the event City believes the Maintaining Owner has failed to comply with the requirements of this Agreement, or if the City believes that lack of proper maintenance has created the potential for adverse impacts to water quality, public health and safety, and the City's drainage system, City is hereby granted the right to enter upon the Property to access the BMPs and perform whatever work is reasonably necessary to correct the situation. In such case, City may bill the Maintaining Owner for the entire cost and expense of such maintenance, including administrative costs, and interest to the maximum amount permitted by law from and after 30 days from the date the maintenance expense bill is mailed by the City to the Maintaining Owner, its successors and assigns. In the event any such maintenance expense bill is not paid within said 30 days, City may initiate a civil action to recover the amount owed, and the prevailing party in such action shall be entitled to recover its costs, including reasonable attorney's fees. The City also shall be entitled to cause a lien for any such unpaid maintenance expense bill to be recorded against the Property or Lot whose Owner has not paid the bill. In addition, the City shall be entitled to have the unpaid amount of the maintenance expense bill placed as a special assessment on the next regular tax bill levied against the Property or Lot, after which such assessment shall be collected in the same manner as ordinary municipal taxes are collected, and shall be subject to the same penalties and same procedures under foreclosure and sale in the case of delinquency as provided for ordinary municipal taxes. The actions described in this section are in addition to and not in lieu of other legal remedies provided by law. Notwithstanding the above, it is understood that City is under no obligation to repair or maintain the BMPs and in no event shall this Agreement be construed to impose any such obligation on City.

Agenda Item #11.1.

Page 207 of 344 ends

1515 Fourth Street, Napa, CA 94559 www.rsacivil.com 707.252.3301.v 707.252.4966.f

EXHIBIT C
D. Enforcement. City shall also have the right but not the obligation to enforce the Maintaining Owner's maintenance responsibilities with respect to the BMP's.

E. No Limitation. The rights provided to City hereunder are in addition to all other legal and/or equitable remedies available to City.

5. Notices: All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Services. Notice shall be given as follows, except that notice also may be given to the Declarant, its successors and assigns, at the address(es) shown on the records for the Property maintained by the Assessor, Napa County, California:

TO CITY: City Engineer
City of St. Helena
1088 College Ave.

St. Helena, CA 94574
and Community Development Director
Community Development Department
City of St. Helena
1088 College Ave.

St. Helena, CA 94574
TO DECLARANT: White Fang Properties, LLC
PO Box 2357
Healdsburg, CA 95448

6. Mortgage Protection: A Lot Owner may encumber its Lot with a mortgage or deed or trust. No beneficiary under such mortgage or deed of trust shall be obligated to cure any payment defaults of the Lot Owner unless such obligation is expressly assumed in writing. However, this Agreement shall be binding against any Lot Owner if the Lot is acquired by foreclosure, trustee's sale or similar transaction.

7. Covenants Running with the Land: The provisions of this Agreement shall be equitable servitudes and covenants running with the land, binding upon and inuring to the benefit of each Lot and each successive Lot Owner. The provisions of this Agreement are enforceable by Declarant, the City and any future Lot Owner against any other owner, tenant or occupant of a lot. Each Lot Owner shall have the right, but not the obligation, to enforce, in any manner permitted by law or in equity, including by arbitration, any and all of the provisions of this Agreement upon other Lot Owners.

8. General Provisions:

A. Headings. The heading titles for each paragraph of this Agreement are included only as a guide to the contents and are not to be considered as controlling, enlarging, or restricting the interpretation of the Agreement.

B. Severability. If any term of this Agreement (including any phrase, provision, covenant, or condition) is held by a court of competent jurisdiction to be invalid or unenforceable, the Agreement shall be construed as not containing that term, and the remainder of this Agreement shall remain in full force and effect; provided, however, this paragraph shall not be applied to the extent that it would result in a frustration of the parties' intent under this Agreement.

C. Governing Law, Jurisdiction, and Venue. The interpretation, validity, and enforcement of this Agreement shall be governed and interpreted in accordance with the laws of the State of California. Any Agenda Item #11.1.

Page 208 of 344 ends

1515 Fourth Street, Napa, CA 94559 www.rsacivil.com 707.252.3301.v 707.252.4966.f

EXHIBIT C
suit, claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of Napa.

D. Attorney's Fees. In the event any legal action is commenced to enforce or interpret this Agreement, the prevailing party is entitled to reasonable attorney's fees, costs, and expenses incurred, whether or not such action proceeds to judgment.

E. Modifications and Rescission. This Agreement may not be modified orally or in any manner other than by an instrument in writing executed by City and a majority of the Lot Owners at the time of modification or rescission.

F. Waivers. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement.

G. Time. Time is of the essence in carrying out the duties hereunder.

H. Entire Agreement. This Agreement, including all documents incorporated herein by reference, comprises the entire integrated understanding between the parties concerning the services described herein. This Agreement supersedes all prior negotiations, agreements, and understandings regarding this matter, whether written or oral. The documents incorporated by reference into this Agreement are complementary; what is called for in one is binding as if called for in all.

I. Each Parties' Role in Drafting the Agreement. Each party to this Agreement has had an opportunity to review the Agreement, confer with legal counsel regarding the meaning of the Agreement, and negotiate revisions to the Agreement. Accordingly, neither party shall rely upon Civil Code Section 1654 in order to interpret any uncertainty in the meaning of the Agreement.

J. Signatures. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the Declarant and the City.

Agenda Item #11.1.

Page 209 of 344 ends

1515 Fourth Street, Napa, CA 94559 www.rsacivil.com 707.252.3301.v 707.252.4966.f

EXHIBIT C
IN WITNESS WHEREOF, Declarant and City have hereunto caused their hands to be subscribed through their duly authorized officers:

CITY OF ST HELENA:
(Signature)
(Type name and title)
ATTEST:
(Signature)
(Type name and title)
DECLARANT:

By: White Fang Properties, LLC,
a South Dakota limited liability company
By:
(Signature)
_________________________________
Its: ______________________________
Mailing Address of Declarant:

PO Box 2357
Healdsburg, CA 95448
COUNTERSIGNED:
(Signature)
(Type name and title)
APPROVED AS TO FORM:
(Signature)
(Type name and title)
List of Exhibits:
"A" Property Description
"B" Site Plan
"C" Maintenance Plan
"D" Annual Report

ATTACH NOTARY ACKNOWLEDGEMENT
*Corporation, partnership, limited liability
corporation, sole proprietorship, etc.

Unless corporate resolution delegates
an individual to sign contracts, an
agreement with a corporation shall be
signed by the President or Vice
President and the Secretary or
Treasurer of the corporation. A general
partner shall sign on behalf of a general
partnership. The managing member, if
authorized, may sign on behalf of a
limited liability corporation.

Agenda Item #11.1.

Page 210 of 344 ends

1515 Fourth Street, Napa, CA 94559 www.rsacivil.com 707.252.3301.v 707.252.4966.f

EXHIBIT C
Exhibit A
Legal Description of Property
Lots 1 through 51 shown on the map entitled "Final Map of the Hunter Subdivision" recorded on _________________, 2025, in Book ________ of Maps at Pages _____________ in the records of the County of Napa, State of California.

APN: 009-030-057
Agenda Item #11.1.

Page 211 of 344 ends

1515 Fourth Street, Napa, CA 94559 www.rsacivil.com 707.252.3301.v 707.252.4966.f

EXHIBIT C
Exhibit B
Stormwater Control Plan
Post-Construction BMP's Site Map
Agenda Item #11.1.

Page 212 of 344 ends

1515 Fourth Street, Napa, CA 94559 www.rsacivil.com 707.252.3301.v 707.252.4966.f

EXHIBIT C
Exhibit C

STORMWATER BEST MANAGEMENT PRACTICE

OPERATIONS AND MAINTENANCE PLAN
For

HUNTER SUBDIVISION
St. Helena, CA
PREPARED FOR COMPLIANCE WITH THE:

BASMAA POST-CONSTRUCTION MANUAL

DESIGN GUIDANCE FOR STORMWATER TREATMENT AND CONTROL

FOR PROJECTS IN MARIN, SONOMA, NAPA, AND SOLANO COUNTIES Prepared for:

White Fang Properties, LLC
237 Lorraine Court
Healdsburg, CA 95448
Project #4123043.0
March 17, 2025
Agenda Item #11.1.

Page 213 of 344 ends

Hunter Subdivision
Stormwater Best Management Practice O&M Plan

EXHIBIT C
Table of Contents
I. INTRODUCTION........................................................................................................................................1 I.A. SITE DESCRIPTION...........................................................................................................................1 II. DESIGNATION OF RESPONSIBLE INDIVIDUALS........................................................................................1 II.A. DESIGNATED CONTACT FOR OPERATION AND MAINTENANCE ....................................................1 II.B. OFF-HOURS OR EMERGENCY CONTACT ........................................................................................1 II.C. CORPORATE OFFICER.....................................................................................................................1 II.D. INITIAL TRAINING OF RESPONSIBLE INDIVIDUALS ........................................................................1 III. STORMWATER TREATMENT FACILITIES DESCRIPTION ..........................................................................1 III.A. FACILITY DESCRIPTIONS................................................................................................................1 III.B. FACILITY CONSTRUCTION DETAILS ...............................................................................................3 IV. OPERATION AND MAINTENANCE ACTIVITIES........................................................................................3 IV.A. GENERAL MAINTENANCE RULES ..................................................................................................3 IV.B. MAINTENANCE SCHEDULE ...........................................................................................................3 IV.B.1. Routine Activities ....................................................................................................................3 IV.B.2. Following Significant Rain Events............................................................................................3 IV.B.3. Prior to the Start of the Rainy Season .....................................................................................4 IV.B.4. Annually during Winter ...........................................................................................................4

ATTACHMENTS

1. Stormwater Control Plan Sheet C6.0
Agenda Item #11.1.

Page 214 of 344 ends

Hunter Subdivision
Stormwater Best Management Practice O&M Plan

EXHIBIT C

Page 1 of 5 ends

Introduction
This report addresses the Operations and Maintenance (O&M) requirements for the stormwater treatment facilities at the Hunter Subdivision project. This O&M Plan was prepared in accordance with the January 2019 edition of the BASMAA Operation and Maintenance template.

I.A. Site Description
The Hunter Subdivision project is located at the eastern terminus of Adams Street in St. Helena, California. The APN is 009- 030-057 and the parcel has a total area of 16.9± acres. The parcel is zoned Medium Density Residential. The project will include the development of 51 lots with single-family residences, public roads and utilities. A future multi-family residential project will be developed on Lot 52.

The predominant soil type in the project area is Bale clay loam, which is of the Hydraulic Soil Group B.

Designation of Responsible Individuals
II.A. Designated Contact for Operation and Maintenance
Name: Fantasia Stensland
Address: PO box 2357, Healdsburg, CA 95448
Phone: 707-473-8620
II.B. Off-Hours or Emergency Contact
Name: Fantasia Stensland
Address: PO box 2357, Healdsburg, CA 95448
Phone: 707-473-8620
II.C. Corporate Officer
Name: Ben VanZutphen
Address: PO box 2357, Healdsburg, CA 95448
Phone: 707-473-8620
II.D. Initial Training of Responsible Individuals
Following completion of construction, the bioretention facilities will be maintained by the contractor for two years, except for routine policing of trash, which will be completed by the owner’s personnel. During this 2-year period, the owner’s personnel will meet to review proper maintenance procedures with the contractor’s staff during on-site maintenance.

During this 2-year period, maintenance may be assigned to the homeowners via a maintenance agreement.

Stormwater Treatment Facilities Description
Bioretention facilities have been incorporated into this site. Bioretention facilities are a reservoir-based stormwater treatment facility that are designed to improve stormwater runoff quality. Captured runoff filters through the soil and gravel media and allows sediment and debris to fall out of suspension. The treated runoff is then conveyed to the storm drain system.

III.A. Facility Descriptions
The bioretention facilities are designed to the criteria in the BASMAA Post-Construction Manual (January 2019), and will include the following features:

Agenda Item #11.1.

Page 215 of 344 ends

Hunter Subdivision
Stormwater Best Management Practice O&M Plan

EXHIBIT C

Page 2 of 5 ends

Figure 1. Bioretention Cross Section
• 12 inches of Class 2 permeable, Caltrans specification 68-2.02F(3) • Each layer built flat, level, and to the elevations specified in the plans:
o Bottom of Gravel (BGL)
o Top of Gravel Layer (TGL)
o Top of Soil Layer (TSL)
o Overflow Grate/Rim
• 18 inches sand/compost mix meeting the recommended BASMAA specifications • 4 in. dia. PVC SDR 35 perforated pipe underdrain, installed with the invert at the top of the Class 2 permeable layer with holes facing down, and connected to the overflow structure at that same elevation
• 6-inch deep reservoir between top of soil elevation and overflow grate elevation • Concrete drop inlet with frame overflow structure with grate set to specified elevation, connected to storm drain.

Agenda Item #11.1.

Page 216 of 344 ends

Hunter Subdivision
Stormwater Best Management Practice O&M Plan

EXHIBIT C

Page 3 of 5 ends

• Plantings selected for water conservation, and consistent with the BASMAA plant matrix. • Irrigation system on a separate zone, with drip emitters and “smart” irrigation controllers • Sign identifying the facility as a stormwater treatment facility o Inlets will be stamped with “No Dumping Drains to River” marker See Attachment 1 and refer to the project Stormwater Control Plan for details on each facility.

III.B. Facility Construction Details
[Record drawings to be given to owner at completion of project] Operation and Maintenance Activities
IV.A. General Maintenance Rules
At no time will synthetic pesticides or fertilizers be applied, nor will any soil amendments, other than aged compost mulch or sand/compost mix, be introduced. The top of soil surface will be maintained at or near the design elevation throughout.

Irrigation systems will be maintained to conserve water while maintain plant health.

If plants are not thriving, compost tea may be applied at a recommended rate of 5 gallons mixed with 15 gallons of water per acre, up to once per year between March and June. Compost tea will not be applied when temperatures are below 50°F or above 90°F or when rain is forecast within the next 48 hours.

The following may be applied as pest control if needed:
• Beneficial nematodes
• Safer® products
• Neem oil
IV.B. Maintenance Schedule
The bioretention facilities will be maintained on the following schedule at a minimum.

IV.B.1. Routine Activities
The facilities will be examined daily for visible trash during regular policing of the site, and trash will be removed. The facilities, and the facility signs, will be inspected for graffiti or vandalism and any problems corrected within 48 hours.

The planted areas will be weeded by hand approximately monthly. At this time plants will be inspected for health and the irrigation system will be turned on manually and checked for any leaks or broken lines, misdirected spray patterns, etc. Any dead plants will be replaced.

IV.B.2. Following Significant Rain Events
A significant rain event is one that produces approximately a half-inch or more rainfall in a 24-hour period. Within 24 hours after such an event, the following inspection should be conducted:

Agenda Item #11.1.

Page 217 of 344 ends

Hunter Subdivision
Stormwater Best Management Practice O&M Plan

EXHIBIT C

Page 4 of 5 ends

• Identify if ponding is occurring. If ponding is occurring, the cause will be remediated. • Inspect inlets and remove accumulated trash and debris. • Inspect surface of mulch layer and repair and rake mulch surface as needed.

IV.B.3. Prior to the Start of the Rainy Season
In September of each year, the facilities will be inspected to confirm there is no accumulation of debris that blocks flow. If not addressed during monthly maintenance, any growth and spread of plantings that block inlets or surface flowlines will be cut back or removed.

IV.B.4. Annually during Winter
In December – February each year, plantings will be cut back or replaced as needed. Debris needs to be removed and mulch repaired as needed. The elevation of the top soil layer and mulch layer will be confirmed to be consistent and will supply the 6-inch reservoir depth. Concrete work will also be inspected for damage.

Agenda Item #11.1.

Page 218 of 344 ends

EXHIBIT C
RWEQ-59650\2966371.6 5 of 19 Form 6.14-11 (2/15)
ATTACHMENT 1
Agenda Item #11.1.

Page 219 of 344 ends

EXHIBIT C
RWEQ-59650\2966371.6 6 of 19 Form 6.14-11 (2/15)
Agenda Item #11.1.

Page 220 of 344 ends

EXHIBIT C
RWEQ-59650\2966371.6 7 of 19 Form 6.14-11 (2/15)
Exhibit D
Annual Report Form for Construction Storm Water Best Management Practices (BMPs) Inspection Report -- BMPs
Public Works Department
1088 College Ave.

St. Helena, CA 94574
This inspection report is designed to document the inspection and maintenance conducted for the identified BMPs subject to the Maintenance Agreement dated ______________ 20___ between the City and the original property owner(s) during the annual reporting period indicated below. Please attach additional pages if necessary to complete any item identified below.

1. Property Information:

Property Address or APN: APN 009-030-057
Current Property Owner: White Fang Properties, LLC

2. Contact Information:

Name of person to contact regarding this report: ______________________________________ Phone number and email address of contact person: __________________________________ Address to which correspondence regarding this report should be directed:
____________________________________________________________________________________ ____________________________________________________________________________________

3. Reporting Period:

This report documents the inspection and maintenance of the identified treatment measures during the time period from __________ to __________.

4. BMP Information:

The following BMPs are located on the property identified above and are subject to the Maintenance Agreement:

Identifying
Number of
BMP
Type of BMP Location of BMP on the Property
A. Bio-Retention
Were the trees and shrubs healthy? _____ yes _____ no If no, what actions were taken to treat and/or replace vegetation: ____________________________________________________________________ ____________________________________________________________________________________ Agenda Item #11.1.

Page 221 of 344 ends

EXHIBIT C
RWEQ-59650\2966371.6 8 of 19 Form 6.14-11 (2/15)
Was erosion present? _____ yes _____ no If yes, describe actions taken to repair:
___________________
repair _______________________________________________________________________________ ____________________________________________________________________________________ Was there standing water in the bio-retention facility? _____ yes _____ no If yes, describe measures taken to eliminate standing water:
_________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ Was the mulch in good condition? _____ yes _____ no If no, provide date the mulch was replaced:
_____________ and volume of new mulch ________________
Was sediment/debris built up at the inflow point or on top of the bio-retention facility? If yes, identify volume of sediment removed ____________ Describe method of removal and identify disposal location:
____________________________________________________________________________________ ____________________________________________________________________________________ Was the under drain flowing freely? _____ yes _____ no If no, describe measures taken to clear drain. _______________________________________________________________________________ ____________________________________________________________________________________ What was the pH of the soil? ______ If pH was not in the range of 5.5 and 6.5, identify actions taken to bring the soil pH within that range:
_________________________________________________________ ____________________________________________________________________________________ B. Other BMPs
Describe: Trash Capture Filter .

Condition: ___________________________________________________________________________ Maintenance performed: ________________________________________________________________

5. Photos/Video of BMPs:

Photo ID# Date of Photo Photo Taken by: Remarks

6. Inspector Information:

Inspector Name and Title Inspector's Employer and Address

7. Statement of BMP Condition:

Agenda Item #11.1.

Page 222 of 344 ends

EXHIBIT C
RWEQ-59650\2966371.6 9 of 19 Form 6.14-11 (2/15)
Based on the inspections as documented above, is each BMP identified in this report located where required, maintained as required by the Maintenance Plan and does each BMP function as originally designed and approved and to accomplish its intended purpose? (Check yes or no.) _________ YES _________ NO
If "No", describe each problem, proposed solution and schedule of correction:
_______________________
____________________________________________________________________________________ ____________________________________________________________________________________

8. Certification:

I hereby certify, under penalty of perjury, that the information presented in this report and attachments is true and complete:
_________________________________________ ________________________ (Signature of Property Owner or Other Responsible Party) (Date) _________________________________________
(Type or Print Name)
______________________________________________________________ (Company Name)
______________________________________________________________ (Address)
Phone Number: _______________________ E-mail: _________________ Agenda Item #11.1.

Page 223 of 344 ends

ATTACHMENT 1
RWEQ-59650\2920109.11 August 22, 2025

RECORDED AT THE REQUEST OF AND
WHEN RECORDED, RETURN TO:

Ella K. Gower

MILLER STARR REGALIA
1331 N. California Blvd., Suite 600
Walnut Creek, CA 94596
HUNTER

DECLARATION
OF
RESTRICTIONS (CC&Rs)
If this document contains any restriction based on age, race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, familial status, marital status, disability, veteran or military status, genetic information, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to Section 12956.2 of the Government Code by submitting a “Restrictive Covenant
Modification” form, together with a copy of the attached document with the unlawful provision redacted to the county recorder’s office.

The “Restrictive Covenant Modification” form can be obtained from the county recorder’s office and may be available on its internet website. The form may also be available from the party that provided you with this document. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

Agenda Item #11.1.

Page 224 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 i August 22, 2025
HUNTER
DECLARATION OF RESTRICTIONS (CC&Rs)

TABLE OF CONTENTS
Article 1 DEFINITIONS .....................................................................................................................1

1.1 “Applicable Laws”................................................................................................................1

1.2 “Architectural Committee” or “Committee” ..........................................................................1

1.3 “Articles”..............................................................................................................................1

1.4 “Association” .......................................................................................................................1

1.5 “Board” ................................................................................................................................1

1.6 “Bylaws” ..............................................................................................................................1

1.7 “City” ...................................................................................................................................1

1.8 “Common Area” ..................................................................................................................1

1.9 “Conditions of Approval” .....................................................................................................2

1.10 “Davis-Stirling Act” ..............................................................................................................2

1.11 “Declarant” ..........................................................................................................................2

1.12 “Declaration” .......................................................................................................................2

1.13 “Development” ....................................................................................................................2

1.14 “DRE” ..................................................................................................................................2

1.15 “Governing Documents”......................................................................................................2

1.16 “Improvements”...................................................................................................................2

1.17 “Lot” or “Residential Lot” .....................................................................................................2

1.18 “Maintain”, “Maintained”, “Maintaining” or “Maintenance” ...................................................2

1.19 “Map”...................................................................................................................................2

1.20 “Member” ............................................................................................................................2

1.21 “Mortgage” ..........................................................................................................................2

1.22 “Mortgagee” ........................................................................................................................2

1.23 “Occupant(s)” ......................................................................................................................2

1.24 “Owner” ...............................................................................................................................2

1.25 “Permittee(s)” ......................................................................................................................2

1.26 “Person” ..............................................................................................................................3

1.27 “Rules” ................................................................................................................................3

1.28 “Stormwater Agreement”.....................................................................................................3 Article 2 PROPERTY RIGHTS AND EASEMENTS..........................................................................3

2.1 Type of Development..........................................................................................................3

2.2 Property Rights ...................................................................................................................3

2.3 Easements ..........................................................................................................................3

2.4 General Easement Rights...................................................................................................4

2.5 Reservation of Rights..........................................................................................................4

2.6 Authority Over Common Area.............................................................................................5

2.7 Delegation of Use Rights ....................................................................................................5

2.8 Conveyance of Common Area............................................................................................5

2.9 Construction Activity ...........................................................................................................6

2.10 Noise Transmissions...........................................................................................................6

2.11 Stormwater Agreement .......................................................................................................6

2.12 Well .....................................................................................................................................6

2.13 Well Easement and Cost Sharing Agreement ....................................................................6

2.14 Agricultural Operations .......................................................................................................7

2.15 Storm Drain Easement........................................................................................................7

2.16 Sanitary Sewer Easement ..................................................................................................7 Agenda Item #11.1.

Page 225 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 ii August 22, 2025
Article 3 MAINTENANCE OBLIGATIONS ........................................................................................7

3.1 Owner’s Maintenance Obligations ......................................................................................7

3.2 Good Neighbor Walls and Fences ......................................................................................8

3.3 Association’s Maintenance Responsibilities .......................................................................8

3.4 Inspection and Maintenance Standards and Guidelines.....................................................9

3.5 Trash Removal..................................................................................................................11

3.6 Cooperation and Access...................................................................................................11

3.7 Reimbursement and Indemnification ................................................................................11 Article 4 THE ASSOCIATION .........................................................................................................11

4.1 Formation of the Association ............................................................................................11

4.2 Governing Body ................................................................................................................12

4.3 Membership ......................................................................................................................12

4.4 Membership Classes and Voting Rights ...........................................................................12

4.5 Joint Ownership Votes ......................................................................................................13

4.6 Powers of the Association.................................................................................................13

4.7 Duties of the Association ..................................................................................................15

4.8 Taxes and Assessments...................................................................................................15

4.9 Utility Service to the Common Area ..................................................................................15

4.10 Reporting and Notice Requirements.................................................................................15

4.11 Enforcement of Bonded Obligations .................................................................................18

4.12 Limitations on Authority of the Board ................................................................................18

4.13 Additional Limitations on Authority of the Board ...............................................................19

4.14 Notice of Significant Legal Proceedings ...........................................................................20

4.15 Civil Code Sections 896 and 897 Claims..........................................................................20

4.16 Access to Association Records.........................................................................................21 Article 5 ASSESSMENTS ...............................................................................................................21

5.1 Obligations to Pay Assessments ......................................................................................21

5.2 Annual Regular Assessment.............................................................................................21

5.3 Reserves, Reserve Accounts and Reserve Study ............................................................21

5.4 Special Assessments........................................................................................................23

5.5 Reimbursement Assessments ..........................................................................................23

5.6 Assessment Increase Restrictions....................................................................................23

5.7 Commencement of Regular Assessments........................................................................24

5.8 Due Dates of Assessments...............................................................................................24

5.9 Allocation of Regular and Special Assessments...............................................................24

5.10 Enforcement of Delinquent Assessments .........................................................................25

5.11 Estoppel Certificate...........................................................................................................28

5.12 Restrictions on Association Funds....................................................................................28 Article 6 ARCHITECTURAL REVIEW.............................................................................................28

6.1 Architectural Committee....................................................................................................28

6.2 Approval Requirements ....................................................................................................28

6.3 Architectural Rules............................................................................................................29

6.4 Basis for Approval.............................................................................................................31

6.5 Architectural Committee’s Decision ..................................................................................32

6.6 Completion of Work ..........................................................................................................32

6.7 Non-liability .......................................................................................................................32

6.8 Enforcement......................................................................................................................32

6.9 Board’s Authority...............................................................................................................32

6.10 Governmental Approval ....................................................................................................32

6.11 Declarant Exemption.........................................................................................................33 Article 7 INSURANCE.....................................................................................................................33

7.1 Owners’ Insurance Policy(ies) ..........................................................................................33

7.2 Association Liability Insurance..........................................................................................33 Agenda Item #11.1.

Page 226 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 iii August 22, 2025

7.3 Association Property Insurance ........................................................................................34

7.4 Insurance Rating and Cancellation ...................................................................................34

7.5 Board’s Authority to Revise Insurance Coverage .............................................................34

7.6 Periodic Insurance Review ...............................................................................................34

7.7 Insurance Trustee .............................................................................................................34

7.8 Other Insurance ................................................................................................................35 Article 8 DAMAGE, DESTRUCTION OR CONDEMNATION .........................................................35

8.1 Repair or Reconstruction ..................................................................................................35

8.2 Reconstruction Contract ...................................................................................................35

8.3 Minor Repair and Reconstruction and Deductibles...........................................................35

8.4 Completion of Repair or Reconstruction ...........................................................................35

8.5 Election Not to Rebuild .....................................................................................................36

8.6 Condemnation...................................................................................................................36 Article 9 RIGHTS OF MORTGAGEES............................................................................................36

9.1 Lender Definitions .............................................................................................................36

9.2 Encumbrance....................................................................................................................36

9.3 Rights of Institutional Mortgagees.....................................................................................36

9.4 Subordination....................................................................................................................37

9.5 Breaches...........................................................................................................................37 Article 10 AMENDMENTS ................................................................................................................37

10.1 Amendment Before Close of First Sale.............................................................................37

10.2 Amendment After Close of First Sale................................................................................37

10.3 Corrections........................................................................................................................38

10.4 Mortgagee Reserved Amendment Rights.........................................................................38 Article 11 MISCELLANEOUS PROVISIONS ....................................................................................38

11.1 Headings...........................................................................................................................38

11.2 Severability .......................................................................................................................38

11.3 Cumulative Remedies.......................................................................................................38

11.4 Discrimination ...................................................................................................................38

11.5 Notification of Sale ............................................................................................................38

11.6 Reservation or Grant of Easements..................................................................................39

11.7 Enforcement Rights and Remedies ..................................................................................39

11.8 Incorporation of Exhibits ...................................................................................................39

11.9 Term..................................................................................................................................39

11.10 Reserved Rights of Declarant ...........................................................................................39

11.11 Assignment by Declarant ..................................................................................................40

11.12 Attorneys’ Fees .................................................................................................................40

11.13 Notices ..............................................................................................................................40

11.14 No Enforcement Waiver....................................................................................................40

11.15 Statutory Reference ..........................................................................................................40 Agenda Item #11.1.

Page 227 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 1 August 22, 2025
HUNTER
DECLARATION OF RESTRICTIONS (CC&Rs)
THIS DECLARATION OF RESTRICTIONS (CC&Rs) is executed by WHITE FANG PROPERTIES, LLC, a South Dakota limited liability company (the “Declarant”) with reference to the following facts:

A. Declarant is constructing a residential development consisting of fifty-one (51) residential lots and one (1) common area parcel located on certain real property in St. Helena, California, more particularly described on the subdivision map entitled “Final Map of the Hunter Subdivision” filed in the records of Napa County, California, on __________________, 20__, in Book ____________ of Maps at pages ________________________________ (the “Map”).

B. Declarant desires to impose certain restrictions on the lots in the development that will benefit and bind each lot, and each owner and successive owner thereto, as covenants running with the land and equitable servitudes, to grant and describe certain easements that will be appurtenant to the lots in favor of the homeowners association, and to establish a planned development within the meaning of Civil Code section 4175.

DECLARANT DECLARES AS FOLLOWS:

Article 1

DEFINITIONS
Unless the context indicates otherwise, the following terms shall have the following definitions:

1.1 “Applicable Laws”. All federal, state and local laws, statutes, acts, ordinances, rules, regulations, permits, licenses and requirements of all governmental authorities (including any agency, authority, board, branch, division, department or similar unit of any federal, state, county, district or other governmental entity having jurisdiction over the Development) that now or hereafter during the term of this Declaration may be applicable to a residential common interest development.

1.2 “Architectural Committee” or “Committee”. The Architectural Committee described in Section 6.1.

1.3 “Articles”. The Articles of Incorporation of the Association and any amendments thereto.

1.4 “Association”. Hunter Homeowners Association, a California nonprofit mutual benefit corporation.

1.5 “Board”. The Board of Directors of the Association.

1.6 “Bylaws”. The Bylaws of the Association and any amendments thereto.

1.7 “City”. The City of St. Helena, California.

1.8 “Common Area”. Parcel Y shown on the Map.

Agenda Item #11.1.

Page 228 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 2 August 22, 2025

1.9 “Conditions of Approval”. The conditions of approval set forth in “City Council Resolution No. 2023-69” which came before the City’s Council on June 26, 2023, and any amendments or modifications thereto.

1.10 “Davis-Stirling Act”. The Davis-Stirling Common Interest Development Act as set forth in Part 5 (commencing with Civil Code section 4000) of Division 4 of the Civil Code and any subsequent modifications thereto.

1.11 “Declarant”. White Fang Properties, LLC, a South Dakota limited liability company, or any successor or assign that assumes in writing all or a portion of the rights and duties of the Declarant hereunder. There may be more than one (1) Declarant.

1.12 “Declaration”. This Declaration of Restrictions (CC&Rs) and any amendments or corrections thereto.

1.13 “Development”. The residential development that is constructed on the property shown on the Map and subject to all the provisions in this Declaration, including the Lots, the Common Area, and all Improvements thereon.

1.14 “DRE”. The California Department of Real Estate.

1.15 “Governing Documents”. This Declaration, the Articles of Incorporation, the Bylaws and the Rules.

1.16 “Improvements”. Any property in the Development constituting a fixture within the meaning of Civil Code section 660.

1.17 “Lot” or “Residential Lot”. Lots 1 through 51 as shown on the Map and all Improvements thereon.

1.18 “Maintain”, “Maintained”, “Maintaining” or “Maintenance”. Unless expressly stated otherwise, “maintain”, “maintained”, “maintaining” or “maintenance” as used in this Declaration includes inspection, cleaning, maintenance, repair, upgrading and/or replacement.

1.19 “Map”. The subdivision map entitled “Final Map of the Hunter Subdivision” filed for record in Napa County, California, on ______________, 20__, in Book ____________ of Maps at pages ________________________________, including any subsequently-recorded amended final maps, parcel maps, certificates of correction, lot-line adjustments, and/or records of survey.

1.20 “Member”. A member of the Association.

1.21 “Mortgage”. A recorded mortgage or deed of trust against one (1) or more Lots in the Development.

1.22 “Mortgagee”. A mortgagee under a Mortgage or a beneficiary under a deed of trust recorded against a Lot in the Development.

1.23 “Occupant(s)”. Any Person entitled to use and reside in a Lot pursuant to an ownership right or any lease, license or other similar agreement with the Owner of the Lot.

1.24 “Owner”. The owner or owners of the fee (perpetual) estate of a Lot in the Development.

1.25 “Permittee(s)”. All Owners and Occupants and their agents and invitees.

Agenda Item #11.1.

Page 229 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 3 August 22, 2025

1.26 “Person”. Any natural person, partnership, trust, corporation, limited liability company, or other legal entity.

1.27 “Rules”. Rules or regulations adopted by the Board from time to time pursuant to the authority of Section 4.6.2.

1.28 “Stormwater Agreement”. The Declaration of Easements and Maintenance Agreement Post Construction Storm Water Best Management Practices Hunter Subdivision recorded in Napa County, California, including any amendments or corrections thereto.

Article 2

PROPERTY RIGHTS AND EASEMENTS

2.1 Type of Development. This Development is a planned development within the meaning of Civil Code section 4175 and consists of 51 Residential Lots and the Common Area.

2.2 Property Rights. Each Owner owns a fee (perpetual) estate in a Residential Lot and is a Member of the Association. The Association owns the fee (perpetual) estate in the Common Area.

2.3 Easements. The Development is subject to the easements described in this Section 2.3 and the general easement rights in Section 2.4.

2.3.1 Common Area Easements. Declarant grants to the Owner of each Lot an easement in favor of the Owner’s Lot as the dominant tenement over the Common Area as the servient tenement for: (i) ingress and egress over the walkways within the Common Area; (ii) support from any land or Improvements within the Common Area providing structural support to the dominant tenement; (iii) access to and use of (including the right to install or maintain) any utility lines, cables, wires, pipes, meters, or other equipment installed within, on or over the Common Area that provides utility service to the dominant tenement, including water, electricity, gas, telecommunications, storm drainage and sanitary sewer services and life safety system; and (iv) access to and use of the Common Area by Declarant and its contractors, subcontractors and other agents to construct, maintain and market the Lots.

2.3.2 Drainage Easement. Declarant grants to the Owner of each Lot and to the Association as the Owner of the Common Area an easement in favor of the Owner’s Lot and the Common Area as the dominant tenement over each other Lot and the Common Area as the servient tenement for: (i) the retention or maintenance of any storm drainage system installed on the servient tenement as a part of the original construction of the Development; and (ii) the flow of surface and subsurface waters through and over any drainage system and/or drainage patterns established as a part of the original construction of the Development.

2.3.3 Utility Easement. Declarant grants to the Owner of each Lot an easement in favor of the Owner’s Lot as the dominant tenement over each other Lot as the servient tenement that contains any utility equipment that serves the dominant tenement for the installation, maintenance and retention of any utility lines and equipment installed within the servient tenement as a part of the original construction of the Development that provides utility service to the dominant tenement, including, but not limited to, electricity, gas and water. If the easement is not shown on the Map, the easement is limited to the area within which the utilities were originally installed or are relocated with the prior written consent of the Owner of the servient tenement.

2.3.4 Association Maintenance Easement. Declarant grants to each Owner an easement in favor of the Owner’s Lot as the dominant tenement over each other Lot as the servient tenement for purposes of providing the agents of the Association such access as may be reasonably necessary to perform the Association’s maintenance duties as described in Section 3.3.

Agenda Item #11.1.

Page 230 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 4 August 22, 2025

2.3.5 Map Easements. Declarant grants to the Owner of each Lot an easement in favor of the Owner’s Lot as the dominant tenement over each other Lot and the Common Area as the servient tenements for the easements described on the Map that benefit the dominant tenement and burden the servient tenements as shown on the Map, including private storm drain easement (“PSDE”) and the private water line easement (“PWLE”). The Lots and Common Area also are subject to and/or benefit from the applicable public easements shown on the Map, including the public utility easement, public storm drain easement, public sanitary sewer easement.

2.3.6 Other Easements. Each Lot and the Common Area are also subject to such other easement(s), rights-of-way, or dedications as may be granted or reserved in the Map, any deed to the Lot or Common Area, or any other appropriate public record.

2.4 General Easement Rights. Each easement described in Section 2.3 is subject to, and construed in accordance with, the following provisions, except as otherwise expressly provided for elsewhere in this Declaration: (i) the easement is appurtenant to the dominant and servient tenements and any transfer of a dominant or servient tenement automatically transfers the easement appurtenant thereto regardless of whether the easement is described in the instrument of transfer; (ii) the easement is in perpetuity unless otherwise terminated by operation of law; (iii) no easement may be modified or relocated except with the written consent of the Owners of the dominant and servient tenements; (iv) except as otherwise provided in Article 3, the Owner of the dominant tenement shall maintain the Improvements within any easement that exclusively benefits the dominant tenement; (v) the Owner of the dominant tenement shall indemnify, defend and hold harmless the Owner of the servient tenement against any claims, liabilities, damages, judgments or expenses, including reasonable attorneys’ fees (collectively, “Claim”), from any injury or death to any Person or damage to any property that occurs in connection with the use or maintenance of the easement as a result of any act or omission by the Owner or Occupant or their Permittee except to the extent the Claim is a covered claim under insurance maintained by the Association (any deductibles or costs in excess of available coverage amounts shall be paid by the Owner); (vi) all easement uses shall comply with the covenants, rights, duties and restrictions set forth in this Declaration, with all Applicable Laws and with any Rules adopted by the Board under the provisions of Section 4.6.2; (vii) each easement granted hereunder exists by virtue of this Declaration, without the necessity of confirmation by any other documents; (viii) the easements are nonexclusive unless expressly provided otherwise; (ix) no easement provided or reserved under this Declaration shall restrict the Owner of the servient tenement from granting other easements or interests therein as long as the other easement or interest does not unreasonably interfere with the easement rights of the dominant tenement; (x) easement access and use rights are subject to the rights reserved in Section 2.5 and the rights of Declarant as described in Section 11.10; and (xi) if the dominant and servient tenements are owned by the same Owner, the easement shall be effective automatically on the date the dominant and servient tenements no longer are owned by the same Owner regardless of whether the instrument of transfer separating the ownership describes the easement.

2.5 Reservation of Rights. Notwithstanding any property rights, including easements, granted or reserved herein, each Lot and the Common Area, as the case may be, are subject to each of the following:
(i) the right of Declarant or its agents to enter on any portion of the Development to construct the Improvements that Declarant intends to construct within the Development, to advertise and sell Lots in the Development, to make repairs, and to correct any construction problems thereon, provided that such entry does not unreasonably interfere with the use or occupancy of any occupied Lot unless authorized by its Owner, which authorization shall not be unreasonably withheld, conditioned or delayed; (ii) the right of the Association’s agents to enter any Lot to cure any violation or breach of the Governing Documents, provided that at least thirty (30) days’ prior written notice of such violation or breach (except in the cases of emergency) has been given to the Owner and provided that within the thirty (30) day period such Owner has not acted to cure such violation or breach; Agenda Item #11.1.

Page 231 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 5 August 22, 2025
(iii) the right of the Association’s agents to enter any Lot to perform its obligations and duties under this Declaration, including the obligations and the duties with respect to maintenance of any Improvement or landscaping located on the Lot;
(iv) the rights reserved in Sections 2.6, 2.8, and 11.10; and (v) the right of the Association to adopt and enforce Rules as described in Section

4.6. 2.6 Authority Over Common Area. The Board or Declarant (as long as Declarant owns twenty-five percent (25%) or more of the Lots in the Development) shall have the power and the right in the name of the Association and all of the Owners as their attorney-in-fact, to grant, convey or otherwise transfer to any Owner or any other Person fee title, easements, leasehold estates, exclusive use easements or rights, licenses, lot-line adjustments, rights-of-way and/or dedications in, on, over or under the Common Area, in order to: (i) construct, erect, operate, maintain or replace lines, cables, wires, conduits or other devices for electricity, cable television, internet services, fiber optics, and other telecommunications equipment, power, telephone and other purposes, public sewers, storm water drains and pipes, water systems, sprinkling systems, water, heating and gas lines or pipes and any similar public or quasi-public Improvements or facilities; (ii) accommodate any encroachment that in the sole discretion of the Board or Declarant does not unreasonably interfere with the use and enjoyment of the Common Area; or (iii) accomplish any other purpose that in the sole discretion of the Board or Declarant is in the interest of the Association and its Members and does not unreasonably interfere with the use and enjoyment of the Common Area. Each Owner in accepting a deed to a Lot expressly consents to such action and authorizes and appoints the Association and Declarant (as long as Declarant owns twenty-five percent (25%) or more of the Lots in the Development) as attorney-in-fact of such Owner to execute and deliver all documents and interests to accomplish the action, including, but not limited to, grant deeds, easements, subdivision maps, and lot-line adjustments. Notwithstanding anything herein to the contrary, in no event shall the Board or Declarant: (a) take any action authorized hereunder that would permanently and unreasonably interfere with the use, occupancy and enjoyment by any Owner of their Lot without the prior written consent of that Owner; or (b) grant exclusive use of any portion of the Common Area to any Owner without the affirmative vote of a majority of the Members present in person or by proxy at a duly held meeting, unless Member approval is not required as described in Civil Code section 4600. If Member approval is required, the Board in placing the measure before the Members shall describe whether the Association will receive a monetary consideration for the grant and whether the Association or the transferee is responsible for providing insurance coverage for the Common Area and shall comply with the secret balloting requirements of Article 4 (commencing with Civil Code section 5100) of Chapter 6 of the Davis-Stirling Act. Furthermore, the conveyance of fee title to any portion of the Common Area as authorized in this Section 2.6 (other than conveyances made as a part of lot-line adjustments) shall require the consent of a majority of the total voting power of the Association other than Declarant.

2.7 Delegation of Use Rights. An Owner’s Permittees may use and enjoy any Common Area Improvements. All such use shall be subject to restrictions contained the Governing Documents. If an Owner leases their Lot, neither the Owner nor the Owner’s Permittees shall be entitled to use any Common Area Improvements other than such use as is directly related to the Owner’s rights and duties as a landlord. Such rights may be enjoyed by the Occupant and Occupant’s Permittees during the term of the rental agreement.

2.8 Conveyance of Common Area. The Common Area shall be conveyed to the Association on or before the date the Declarant first conveys title to a Lot which triggers the commencement of assessments under Section 5.7. The Common Area as the servient tenement is subject to the applicable easements described in Section 2.3 and the rights reserved in Section 2.5. The rights retained by Declarant and its subcontractors and agents include the right to restrict access to any portion of the Common Area that is undergoing construction or development activity for safety or other reasons by the construction of fences or other barriers, or by the adoption of such other measures that restrict access to Agenda Item #11.1.

Page 232 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 6 August 22, 2025
authorized personnel only, and the right to use portions of the Common Area as a staging or storage areas for materials and equipment to be used in connection with the construction of Improvements within the Development and to restrict access thereto by means of a fence or otherwise. The Board may adopt Rules regulating the use of the Common Area provided such Rules do not unreasonably interfere with the exercise of the foregoing easement rights and are consistent with the provisions contained in this Declaration.

2.9 Construction Activity. Each Owner acknowledges that: (i) the construction of the Development may occur over an extended period of time; (ii) the quiet use and enjoyment of the Owner’s Lot may be disturbed as a result of the noise, dust, vibrations and other effects of construction activities; and (iii) the disturbance may continue until the completion of the construction of the Development.

2.10 Noise Transmissions. The Development has been designed to meet the acoustical building code standards in effect at the time the Development was approved. The standards establish minimum performance criteria and do not eliminate all noise transmissions. Occupants will hear noise from other Lots as well as noises from outside.

2.11 Stormwater Agreement. The City and Declarant entered into the Stormwater Agreement described in Section 1.28 regarding the stormwater treatment measures for the Development. Effective on the date the Association commences its operation as described in Section 4.1, the Association shall assume the rights and duties of Declarant under the Stormwater Agreement including duties relative to:
operation and management of the stormwater treatment measures described in the Stormwater Agreement that are located within the public streets and on Lot 25; sediment accumulation management; modifying treatment measures as required by the City; indemnifying the City; and reimbursing the City to the extent required under the Stormwater Agreement.

Representatives of the City, the regional board, and local mosquito and vector control agency, and their authorized agents and employees may enter the property to inspect the stormwater treatment measures whenever the City deems necessary to inspect, assess, or observe the stormwater treatment measures in order to ensure that the treatment measures are being properly maintained and are continuing to perform in an adequate manner to protect water quality and the public health and safety.

The City may also require that security be posted if the City takes corrective action under the Stormwater Agreement for failure of the Association to maintain the stormwater treatment measures.

The Board shall have all right, power and authority to take all actions under the Stormwater Agreement on behalf of the Association and the consent of the Members shall not be required.

By June 30th of each year, the Annual Report Form for Construction Storm Water Best Management Practices (BMPs) attached to the Stormwater Agreement as Exhibit D shall be submitted to the City for the previous calendar year.

This Section 2.11 is only a brief summary of the Stormwater Agreement. If there is any conflict between the Stormwater Agreement and this Section 2.11, the Stormwater Agreement shall control.

2.12 Well. The Development contains a well located on Parcel Y shown on the Map, which, as required by the Conditions of Approval, shall be used for the irrigation water of all Lots and Common Area within the Development. The well is also subject to the Well Agreement described in Section 2.13 and shall be maintained as described therein.

2.13 Well Easement and Cost Sharing Agreement. The Development is subject to a Well Easement and Cost Sharing Agreement with Lot 52 shown on the Map (the “Well Agreement”). The Well Agreement grants ingress, egress and utility easements over Parcel Y in favor of Lot 52, requires the Association to maintain and insure the private well improvements, and allocates the maintenance costs for the private well improvements among the Association and the Lot 52 Owner. Specifically, Lot 52 is Agenda Item #11.1.

Page 233 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 7 August 22, 2025
responsible for 18.5% of the costs to maintain the private well improvements and shall pay the Association on an annual basis.

The Board shall have all right, power and authority to take all actions under the Well Agreement on behalf of the Association and the consent of the Members shall not be required.

This Section 2.13 is only a brief summary of the Well Agreement. If there is any conflict between the Well Agreement and this Section 2.13, the Well Agreement shall control.

2.14 Agricultural Operations. This Development is located within the vicinity of existing agricultural activities, operations and facilities. Accordingly, the Development may be subject to inconveniences, or discomforts resulting from agricultural operations. Customary agricultural practices and operations may include, but are not limited to, noise, odors, dust, light, insects, burning, livestock, the operation of pumps and machinery, the storage and disposal of manure, bee pollination and the ground or aerial application of fertilizers, pesticides and herbicides. These agricultural practices may occur at any time during the 24-hour day. Individual sensitivities to those practices can vary from person to person.

Prospective purchasers should consider the impacts of such agricultural practices before agreeing to acquire a Lot. Owners may be barred from obtaining legal remedies against agricultural practices conducted in a manner consistent with proper and accepted customs and standards pursuant to Civil Code section 3482.5 or any pertinent local ordinance.

2.15 Storm Drain Easement. As shown on the Map, there is a twenty-five (25) foot storm drain easement located on the northwestern portion of Lot 25. There is also a thirty-five (35) foot storm drain easement located on the southeastern portion of Lots 21 and 22. The Owners of Lots 21, 22 and 25 shall not construct any permanent structures, including but not limited to garages, sheds, and swimming pools, within the storm drain easement. Grading within the storm drain easement shall not be modified to obstruct proper usage of the stormwater improvements as designed as part of the original construction and as described in the storm water plan.

2.16 Sanitary Sewer Easement. As shown on the Map, there is a fifteen (15) foot sanitary sewer easement located along the western boundary of Lot 21. The Owner of Lot 21 shall not construct any permanent structures, including but not limited to garages, sheds, and swimming pools, within the sanitary sewer easement.

Article 3

MAINTENANCE OBLIGATIONS

3.1 Owner’s Maintenance Obligations. Each Owner shall maintain the Owner’s Lot and all Improvements thereon in good condition and repair at all times, including the Improvements described in Sections 3.1.1 through 3.1.6. Good neighbor fences shall be maintained as described in Section 3.2.

Each Owner shall comply with each of the following in performing the Owner’s maintenance obligations:
(i) the Maintenance Standards and Guidelines described in Section 3.4, (ii) the Stormwater Agreement described in Section 1.28, and (iii) commonly-accepted homeowners’ maintenance obligations.

Each Owner shall allow agents of the Association access to the Owner’s Lot for purposes of performing any of the Association’s maintenance obligations under this Declaration. If any Owner fails or refuses to provide access, the Owner shall be responsible for any maintenance costs that could have been avoided if access had been provided, and the Association may levy a reimbursement assessment against the Lot to recover the additional costs in the manner described in Section 5.5.

If any Owner fails to maintain their Lot as required herein, after notice and hearing as described in the Bylaws, the Association may, but is not obligated to, enter the Lot and perform the necessary maintenance. The Association may levy a reimbursement assessment against the Lot in the manner described in Section 5.5.

Agenda Item #11.1.

Page 234 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 8 August 22, 2025

3.1.1 Residences. Each Owner shall maintain the residence on the Owner’s Lot, including all fixtures and Improvements within the residence. Each Owner shall be responsible for structural repairs to any Improvement, including the foundation, and the siding and roof.

3.1.2 Utilities. Unless maintained by the Association as described in Section 3.3.4, each Lot Owner shall be responsible for maintaining any utility line or equipment that exclusively serves the Lot, including any portion of an interconnected system such as a lateral plumbing or water pipe (including irrigation pipes/lines) exclusively serving the Lot.

3.1.3 Storm Drainage System. Unless maintained by the Association or a government agency, each Owner shall maintain that portion of the drainage system located on the Owner’s Lot. The Owners of Lots 5 through 20 shall maintain the portion of the storm drain located on the rear boundary of the Owner’s Lot.

3.1.4 Landscaping. Each Owner shall maintain the landscaping and irrigation components on the Owner’s Lot. Each Lot Owner is responsible for maintaining any landscaping connected to the Lot’s water meter unless otherwise maintained by the Association as described in Section 3.3.

3.1.5 Retaining Wall and Fence. The Owners of Lots 5 through 22 shown on the Map shall maintain the retaining wall and fence located along the rear boundary of their Lots. No Owner shall drill, paint, or otherwise affix or hang anything from the wall or fence.

3.1.6 Solar Energy Systems. Owners shall be responsible for maintaining all parts of the solar energy system on their roofs, if any, including but not limited to solar racks, solar panels, inverters, and any other equipment, and shall maintain all parts of the solar energy system at the Owner’s sole expense.

3.2 Good Neighbor Walls and Fences. Walls and fences on or about the common boundary line between two adjoining Lots are to be jointly maintained as good neighbor walls and fences in accordance with the maintenance standards and guidelines in Section 3.4. The cost of the maintenance shall be allocated equally between the Lots unless the circumstances warrant a different allocation for a fair and equitable allocation of such costs. Each Lot as a dominant tenement shall have an easement over the adjoining Lot as the servient tenement for access to that portion of the servient tenement as may be reasonably necessary to maintain the fence.

All other walls and fences on a Residential Lot, including walls and fences located on a common boundary between the Owner’s Lot and the Common Area, shall be maintained by the Owner of the Lot.

Any dispute between the adjoining Lot Owners regarding the need for maintenance, the quality or type of maintenance, the allocation of costs, or any related issues shall be submitted to the American Arbitration Association (AAA), any successor thereto or any other alternative dispute resolution provider acceptable to the parties for resolution. The dispute first shall be submitted to non-binding mediation for resolution. If the dispute cannot be resolved through mediation, the dispute shall be submitted to binding arbitration. Unless the parties agree otherwise, the dispute shall be heard by a single arbitrator in the county where the Development is located. In the arbitration proceeding, each party shall have full discovery rights as authorized by Code of Civil Procedure section 1283.05 or any successor statute thereto. The decision of the arbitrator shall be binding on the parties and may be enforced in any court of appropriate jurisdiction. The arbitrator in their discretion may award costs, including reasonable attorneys’ fees, to the prevailing party.

3.3 Association’s Maintenance Responsibilities. The Association shall maintain the Improvements and landscaping described in Sections 3.3.1 through 3.3.4 in good condition and repair at all times and shall comply with each of the following in performing the maintenance obligations: (i) the Agenda Item #11.1.

Page 235 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 9 August 22, 2025
Maintenance Standards and Guidelines described in Section 3.4, (ii) the Stormwater Agreement described in Section 1.28, and (iii) commonly-accepted “homeowners’” maintenance obligations.

3.3.1 Common Area. The Association shall maintain the Common Area and all Improvements and landscaping thereon, including, but not limited to pavement and walkways, Common Area landscaping and irrigation systems, fencing, and lighting fixtures serving the Common Area. The Association shall maintain the private utilities serving the Common Area, including the private storm drain easement and the private water line easement described in Section 2.3.5.

3.3.2 Private Utilities and Storm Drainage Systems. Except as maintained by the Lot Owner as described in Sections 3.1.2 and 3.1.3, the Association shall maintain any water (including, fire hydrants, if any), storm drainage systems and sanitary sewer systems not maintained by a government agency or a regulated utility company. The Association shall maintain the storm drain easement on Lot 25 described in Section 2.15.

3.3.3 Public Right-of-Way Landscaping. The Association shall provide water and maintain the irrigation system and the landscaping within the landscaped strip between the sidewalk and the back curb adjacent to any public street abutting the Development.

3.3.4 Irrigation Well and Irrigation System. The Association shall maintain the well and well improvements, including pump, located on Parcel Y and the internal irrigation water distribution line, including laterals up to the property lines at the back of curb. If any portion of a lateral that is located within the street requires maintenance, the Association shall maintain the lateral subject to reimbursement from the Owner of the Lot that is exclusively served by the lateral.

As required by the Conditions of Approval, the irrigation well shall supply irrigation water for all landscaping in the Development, including the landscaping on Lots to be maintained by the Owners as described in Section 3.1.4. The Association shall monitor the well’s water level and record well water usage on a monthly basis and report this data to the Director of Public Works by July 1st each year.

3.4 Inspection and Maintenance Standards and Guidelines.

3.4.1 Maintenance Standards. All Improvements in the Development shall be maintained at all times: (i) in good condition and repair, ordinary wear and tear excepted; (ii) in a neat, clean and sanitary condition; and (iii) in proper operating condition. It is intended that the Improvements be maintained in a like-new condition similar to the condition on the completion of the original construction, reasonable wear and tear excepted. In addition, to the extent applicable, all Improvements and landscaping shall be maintained in compliance with the maintenance and inspection guidelines described in Sections 3.4.2 and 3.4.3, and commonly-accepted homeowners’ maintenance obligations.

Each party responsible for maintenance shall have the Improvements on the party’s property periodically inspected for construction material destroying pests or organisms and, if necessary, immediately shall take appropriate corrective action therefor.

The exterior surfaces of the residences (including the siding, rain gutters, and downspouts) shall be periodically repainted and the roof materials periodically replaced in accordance with a schedule that maintains substantially the same quality of appearance as existed at the time original construction was completed and no less frequently than the periodic repainting and re-roofing recommendations of the manufacturer and/or the Guidelines described in Section 3.4.2. Maintenance shall include periodic inspection of deck surfaces for evidence of leaks and the immediate repair of any deck surface that is damaged or penetrated in any manner. Owners must take appropriate precautions to prevent the waterproofing from being penetrated by sharp objects.

Agenda Item #11.1.

Page 236 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 10 August 22, 2025
No Owner shall excavate, alter, remove or otherwise disturb any Improvements or landscaping situated within the property of another without the prior written consent of the property owner unless immediate repair is necessary to prevent damage to property or injury to any Person.

An Owner shall not commence any work in the Common Area until the Owner has secured (i) written approval from the Board, and (ii) all appropriate governmental permits and approvals, which permits and approvals shall be provided to the Association upon request. All work shall be performed only by duly-licensed and duly-insured contractors. The Association may require the Owner to comply with such additional terms and conditions as the Board may direct prior to commencement of any work within any Common Area. Upon completion of the work, any damaged Common Area Improvements immediately shall be repaired, restored or replaced. The Owner shall defend, indemnify and hold the Association harmless against any claims, liabilities, liens, damages, judgments or expenses, including reasonable attorneys’ fees (collectively, a “Claim”) from any injury or death to any Person or damage to any property arising out of the aforementioned work except to the extent the Claim is a covered claim under insurance maintained by the Association (in which case any deductible or costs in excess of available coverage amounts shall be paid by the Owner).

Storm drainage systems and any intake drains, catch basins or area basins shall be kept free and clear of litter, debris, obstruction, and stored materials at all times. No Owner shall take any action that would interfere with the operation of the storm drainage system in any manner, or modify any drainage or flow pattern, including altering the grading on any Lot, unless approved by the Architectural Committee.

Any such modifications shall be performed in compliance with all Applicable Laws.

Landscaping shall be maintained in a healthy and weed-free condition. Dying or dead vegetation shall be immediately removed and replaced. Maintenance shall include regular fertilization, mowing, irrigation, pruning, elimination of pests or diseases, and other customary prudent landscaping practices.

Appropriate steps shall be taken to maintain the irrigation of the landscaping and to prevent damage resulting from misdirected and/or excessive watering. Landscaping shall comply with the State of California Model Water Efficient Landscape Ordinance and Section 17.112.140 of the St Helena Municipal Code. Landscaping shall include drought tolerant landscaping and low water irrigation systems and landscaping shall not block vision from exits or at street intersections.

3.4.2 Maintenance Guidelines. Declarant shall provide each initial Owner and the Association with a maintenance manual for the inspection and maintenance of certain Improvements and personal property situated within the Development (collectively the “Guidelines”). Each Owner and the Association shall retain the Guidelines and shall take all appropriate steps to implement and comply with the Guidelines as required herein. Each Owner, on the transfer of the Owner’s Lot, shall deliver the Guidelines pertaining to the Improvements and any landscaping to be maintained by the Owner to the transferee on or before title is transferred.

The Board periodically and at least once every three (3) years shall review and update the Guidelines for Improvements maintained by the Association, which may be done in conjunction with the preparation of the reserve study described in Section 5.3. The Board shall retain copies of the Guidelines, including all revisions, and shall provide copies of Guidelines pertaining to Improvements maintained by the Owner to any new Owner within the Development within sixty (60) days of the date of the transfer of title to the new Owner. Replacement copies of the Guidelines prepared by Declarant may be obtained from Declarant. Declarant may charge a reasonable fee for providing replacement copies.

3.4.3 Inspections. In order to reduce the potential for water damage (including mold growth) within the Lots and Common Area, the party responsible for maintenance shall perform each of the following steps: (i) periodic inspection of the Lots and Common Area for water leaks, other evidence of water intrusion (such as condensation on the windows or walls, water stains or other types of water damage) and for the presence of molds, fungi and their spores (collectively “Mold”); (ii) if any water leaks, water intrusion and/or Mold are detected, the maintaining party shall take appropriate corrective steps to Agenda Item #11.1.

Page 237 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 11 August 22, 2025
repair the leak and/or reduce water intrusion and repair any resulting water damage (including the removal of any Mold); (iii) maintenance of proper ventilation (particularly in the bathrooms) and humidity levels to reduce the risk of water damage (including Mold growth); (iv) periodic inspection of refrigerator condensation pans, air conditioners (if applicable) and any other water-retaining appliances to ensure they are properly functioning and not leaking water or otherwise creating water damage to the residence (including Mold growth); (v) periodic inspection of carpeting or similar types of floor covering in bathrooms that may be conducive to Mold growth; (vi) replacement of heating and air conditioning filters not less frequently than quarterly or as recommended by the manufacturer; and (vii) such other prudent steps as may be appropriate to prevent water leaks and water intrusion and to repair all leaks, sources of water intrusion, and water damage (including Mold growth) within the Lots and Common Area.

3.5 Trash Removal. Each Owner shall be responsible for the removal of all the trash and refuse from that Owner’s Lot. Each Owner shall engage a trash removal service for the periodic removal of trash from the Owner’s Lot unless the Board approves some other arrangement in writing. All trash or refuse shall be kept only in sanitary containers, which shall be kept in the areas within the garage or otherwise screened from view from any other Lot except on trash collection day if curbside service is provided. Trash containers shall be placed outside for curbside service no earlier than the evening before trash collection day and shall be retrieved no later than the evening of trash collection day. The Board may adopt Rules regulating the areas where containers may be stored and areas for curbside service.

3.6 Cooperation and Access. Each Owner and Occupant shall fully cooperate with the agents of the Association in the performance of the Association’s maintenance obligations described in Section 3.3 above. Such cooperation shall include, but is not limited to, immediate notification to the Board or its managing agent of any maintenance problems for which the Association is responsible and access to the Owner’s or Occupant’s Lot as may be necessary to inspect and, if appropriate, to perform any necessary maintenance.

3.7 Reimbursement and Indemnification. If the Association incurs any maintenance costs because of the willful or negligent act or omission of any Owner or Occupant or their Permittees, the Association shall charge the cost to the Owner of the Lot responsible for the costs and may levy a reimbursement assessment as described in Section 5.5. The Owner immediately shall pay the charge or reimbursement assessment to the Association, together with interest thereon at the rate of twelve percent (12%) per annum, but not in excess of the maximum rate authorized by Applicable Laws. If the Owner disputes the charge, the Owner shall be entitled to notice and a hearing as provided in Section 4.6.4.

The Association shall not charge the Owner to the extent that the cost is met through insurance maintained by the Association, provided that any deductible amount and any costs in excess of such insurance coverage shall be paid by the Owner.

Furthermore, the Owner shall defend, indemnify and hold the Association harmless from any claim, demand, liability or cost, including attorneys’ fees arising from such damage, except to the extent the demand, claim, cost or liability is covered by insurance maintained by the Association. The Owner shall pay the amount of any deductible and any amount in excess of insurance coverage.

Article 4

THE ASSOCIATION

4.1 Formation of the Association. The Association is a nonprofit mutual benefit corporation formed under the laws of the State of California. The Association shall commence operations no later than the date that assessments commence as described in Section 5.7. Pending the commencement of the Association’s operations, Declarant shall perform the duties and shall have the rights of the Association as described herein.

Agenda Item #11.1.

Page 238 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 12 August 22, 2025

4.2 Governing Body. The governing body of the Association shall be the Board. It shall be the responsibility of the Board to ensure that the Association exercises its rights and performs its duties as described within the Governing Documents and any amendments thereto.

The Board shall adopt Rules in accordance with procedures required by Civil Code sections 4340 through 4370 regarding the elections to the Board and related matters that satisfy the requirements set forth in Article 4 (commencing with Civil Code section 5100) of Chapter 6 of the Davis-Stirling Act.

4.3 Membership. Each Owner shall automatically be a Member of the Association at the time voting rights vest as described in Section 4.4. If there is more than one (1) fee title Owner of a Lot, each Owner shall be a Member. The holder of a security interest in a Lot shall not be a Member of the Association except and until that holder obtains both the legal and equitable interest in the Lot.

Membership shall be appurtenant to the Lot and may not be separated therefrom. Any transfer of an Owner’s interest in a Lot (other than a security interest), by operation of law or otherwise, automatically transfers the membership to the Owner’s successor in interest. No Owner may resign or revoke their membership for any reason.

4.4 Membership Classes and Voting Rights. The Association shall have the following two (2) classes of voting memberships:

4.4.1 Class A. Class A Members are all Owners except the Declarant (so long as Class B membership remains). . Class A Members shall be entitled to one (1) vote for each Lot in which they own an interest. If more than one (1) Owner owns an interest in a Lot, only one (1) vote may be cast with respect to that Lot.

4.4.2 Class B. The Class B Member shall be the Declarant, who shall be entitled to three (3) votes for each Lot owned by the Declarant. Class B membership shall irreversibly convert to Class A membership on the first to occur of the following:
(i) the total outstanding votes held by the Class A Members equal the total outstanding votes held by the Class B Member; or
(ii) the second anniversary of the first conveyance of a Lot in the Development.

Voting rights shall vest at the time that assessments are levied against the Owner’s Lot.

Except as set forth below, all matters requiring the approval of the Members shall be approved if:
(a) approved by a majority of the votes cast either in person or by proxy at a duly-held regular or special meeting at which a quorum was present; (b) approved by a majority of the written ballots cast in compliance with the requirements of Article 4 (commencing with Civil Code section 5100) of Chapter 6 of the Davis-Stirling Act and if not applicable, Corporations Code section 7513 or any successor statute thereto; or (c) approved by unanimous written consent of all the Members. Notwithstanding the foregoing, approval by the Members shall be subject to each of the following:
(1) Two Membership Classes. As long as two (2) classes of voting membership exist, any action by the Association requires approval by the Members. Except as otherwise provided herein, the votes cast by Members of both classes shall be counted for approval purposes. (2) Single Membership Class/Declarant-Owned Lots. If one (1) class of voting membership exists and Declarant owns any Lots, any action by the Association that requires approval by the Members shall require approval by the Members including Declarant’s vote(s) and approval by the Members excluding Declarant’s votes.

Agenda Item #11.1.

Page 239 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 13 August 22, 2025
(3) Greater Than a Majority. If, under the terms of this Declaration, a particular action requires approval by more than a majority, the action shall be approved by the Members only if the required percentage of votes approves the action.
(4) Completion Bond Voting Requirements. Votes of the Declarant shall be excluded as provided in Section 4.11 of this Declaration. (5) Amendments. Member approval requirements for any amendments to this Declaration, the Articles or Bylaws shall comply with the amendment requirements set forth in the applicable document.
(6) Legal Requirements. If the voting requirements and/or procedures conflict with any applicable statutory requirements, the statutory requirements shall control.

4.5 Joint Ownership Votes. The vote that is attributed to each Lot may not be cast on a fractional basis. If the Lot has more than one (1) Owner and the Owners are unable to agree as to how the vote shall be cast, the vote shall be forfeited on the matter in question. Any vote cast by an Owner for any Lot is presumed conclusively to be the vote cast by all the Owners of that Lot. If more than one (1) Owner casts a vote attributed to a Lot on any matter on which only one (1) vote could be cast for that Lot, the votes cast by such Owners shall be counted as one (1) vote if the votes are the same; if the votes are different, the vote cast by such Owners shall not be counted and shall be forfeited.

4.6 Powers of the Association. The Association shall have all the powers of a nonprofit mutual benefit corporation organized under the general nonprofit mutual benefit corporation laws of California, subject only to such limitations on the exercise of these powers as are set forth in the Articles, Bylaws and this Declaration. The Association shall have the power to do any lawful thing that may be authorized, required or permitted to be done by the Association under this Declaration, the Articles and the Bylaws and to do and perform any act that may be necessary or proper for or incidental to the exercise of any of the express powers of the Association, including, without limitation, each of the following:

4.6.1 Levying Assessments. The Board shall establish, fix and levy assessments against the Lots and collect and enforce payment of such assessments in accordance with the provisions of Article 5 of this Declaration.

4.6.2 Adopting Rules. The Board may adopt, amend and repeal Rules as it considers appropriate. Rules shall apply generally to the management and operation of the Development and/or the conduct of the business and affairs of the Association and may regulate the use and enjoyment of the Common Area, the use of any commonly-metered utilities that are paid by the Association and such other matters as are authorized in this Declaration. The adoption, amendment or repeal of Rules shall satisfy the applicable requirements of Civil Code sections 4350, 4360 and 4365. If any provision of this Declaration, the Articles or the Bylaws is inconsistent with or materially alters any Rules, this Declaration, the Articles and the Bylaws shall control to the extent of any such inconsistencies. Members shall have the same access to the Rules as they have to the accounting books and records of the Association.

Any Rules adopted by the Board shall apply to all Owners or Occupants in a uniform and nondiscriminatory manner. The Board may adopt a Rule as the result of an act or omission of any Owner or Occupant or their family members or guests or a Rule that does not directly affect all Owners or Occupants in the same manner as long as the Rule applies to all Owners or Occupants.

4.6.3 Borrowing Money. The Board may borrow money to meet any anticipated or unanticipated cost of the Association and, subject to the provisions of Section 4.13(v), may mortgage, encumber or pledge Association assets (including, but not limited to, assessments) as security for such borrowing.

Agenda Item #11.1.

Page 240 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 14 August 22, 2025

4.6.4 Imposing Disciplinary Action. In addition to any other enforcement rights described in the Governing Documents or as may be authorized by Applicable Laws and subject to the due process requirements imposed by the Governing Documents or by Applicable Law, the Board may take any of the following actions against any Person whose act or failure to act violates or threatens to violate any provisions of the Governing Documents: (a) impose monetary penalties, including late charges and interest; and (b) commence any legal or equitable action for damages, injunctive relief or both. Subject to the provisions of Section 11.7, the determination of whether to impose any of the foregoing sanctions shall be within the sole discretion of the Board. Any legal action may be brought in the name of the Association on its own behalf and on behalf of any Owner who consents; and, except as otherwise provided herein, the prevailing party in such action shall be entitled to recover costs and reasonable attorneys’ fees. The Board, in its sole discretion, may resolve or settle any dispute, including any legal action in which the Association is a party, under such terms and conditions as it considers appropriate.
(i) If the Board adopts a policy imposing monetary penalties, including any fee on any Member for a violation of the Governing Documents, including any monetary penalty relating to the activity of a Member or Member’s Permittee or the Member’s Occupant or their Permittee, the Board shall adopt and distribute to each Member, by personal delivery or first-class mail, a schedule of the monetary penalties that may be assessed. The Board may change the schedule from time to time and shall distribute a notice of such changes to the Members in the same manner as the schedule of penalties. (ii) The imposition of any disciplinary action, including, but not limited to, the imposition of monetary penalties or the suspension of use and/or voting privileges except as otherwise noted herein, shall be subject to the following procedures and requirements:
(a) Notice of Hearing. Prior to the time the Board meets to consider or impose discipline upon a Member, the Board shall notify the Member, by either personal delivery or firstclass mail, at least fifteen (15) days prior to the meeting. The notice shall contain, at a minimum, the date, time and place of the meeting, the nature of the alleged violation for which the Member may be disciplined, and a statement that the Member has a right to attend and may address the Board at the meeting.
(b) Hearing. The Board shall conduct the disciplinary proceeding in executive session. The Member, the Member’s legal counsel, and the Association’s legal counsel shall be entitled to attend the executive session meeting. The Board may interview witnesses and other interested parties in executive session.
(c) Notice of Action Taken. If the Board elects to impose discipline on the Member, the Board shall notify the Member of the disciplinary action within ten (10) days following the election to impose the disciplinary action.
(d) No Forfeiture. Under no circumstances may the Association cause a forfeiture or abridgement of an Owner’s right to the full use and enjoyment of the Owner’s Lot on account of the failure of the Owner to comply with the provisions of the Governing Documents, except by judgment of a court or decision of an arbitrator or on account of a foreclosure or sale under power of sale for failure of the Owner to pay assessments duly levied by the Association. (e) Assessment Charges. The provisions of this Section 4.6.4 do not apply to charges imposed against a Member for reasonable late payment penalties or charges to reimburse the Association for loss of interest and for costs reasonably incurred (including attorneys’ fees) in collecting delinquent assessments.

Agenda Item #11.1.

Page 241 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 15 August 22, 2025

4.6.5 Delegating Duties. Except as may be limited by the Bylaws, the Board may delegate any of the Association’s powers and duties to its employees, committees or agents, including a professional management agent.

4.6.6 Implementing Special Fees. The Board may implement special fees to reimburse the Association for special costs incurred as a result of actions taken by Owners. Fees not paid in a timely manner may be collected through a reimbursement assessment levied against the Owner’s Lot.

4.6.7 Dispute Resolution Procedures. The Board shall implement dispute resolution procedures that comply with the requirements of Civil Code sections 5900 through 5920 for disputes between the Association and a Member involving the rights, duties or liabilities under the Governing Documents, the Davis-Stirling Act or the Nonprofit Mutual Benefit Corporation Law (Corporations Code sections 7110-8910).

4.7 Duties of the Association. In addition to the duties described in the Governing Documents, the Association shall have the duty to manage the Common Area, exercise the rights and perform the duties under the Stormwater Agreement described in Section 1.28, perform the maintenance as described in Section 3.3, prepare, periodically update, and comply with the maintenance and inspection guidelines described in Section 3.4, prepare and distribute financial statements, reports and the other documents and notices described in Section 4.10, enforce bonded obligations as described in Section 4.11, levy and collect assessments as described in Article 5, prepare when required the reserve studies described in Section 5.3 and annually review and implement adjustments as required, and procure, maintain and review the insurance as described in Article 7. The Association shall perform such other acts as may be reasonably necessary to exercise its powers to perform its duties under any of the provisions of the Governing Documents or Board resolutions.

4.8 Taxes and Assessments. The Association shall pay all real and personal property taxes and assessments and all other taxes levied against the Association, the Common Area or the personal property owned by the Association. Such taxes and assessments may be contested or compromised by the Association, provided that they are paid or that a bond insuring payment is posted before the sale or the disposition of any property to satisfy the payment of such taxes.

4.9 Utility Service to the Common Area. The Association shall acquire, provide and pay for water, electrical, sewer and other necessary utility services for the Common Area and any utility service provided to the Lots but charged to the Association.

4.10 Reporting and Notice Requirements. The Association shall prepare and distribute the documents described in this Section 4.10. The annual budget report required under Section 4.10.1 and the annual policy statement required under Section 4.10.4 shall be delivered to each Member by individual delivery pursuant to Civil Code section 4040. The Association shall deliver either the full report or a summary. If the Member has requested to receive all reports in full, the Association shall deliver the full reports to that Member. If a summary is delivered, the summary shall include a general description of the content of the report. Instructions on how to request a complete copy of the report at no cost to the Member shall be printed in at least 10-point boldface type on the first page of the summary.

4.10.1 Annual Budget Report. An annual budget report for each fiscal year shall be distributed not less than thirty (30) days nor more than ninety (90) days before the beginning of the Association’s fiscal year containing the following information:
(i) A pro forma operating budget showing the estimated revenue and expenses on an accrual basis.

Agenda Item #11.1.

Page 242 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 16 August 22, 2025
(ii) A summary of the Association’s reserves prepared in accordance with the requirements in Civil Code section 5565.
(iii) A summary of the reserve funding plan adopted by the Board, as specified in Civil Code section 5550(b)(5). The summary shall include notice to Members that the full reserve study plan is available upon request and the Association shall provide the full reserve plan to any Member upon request.
(iv) A statement as to whether the Board has determined to defer or not undertake repairs or replacement of any major component with a remaining life of thirty (30) years or less, including a justification for the deferral or decision not to undertake the repairs or replacement; (v) A statement as to whether the Board, consistent with the reserve funding plan adopted pursuant to Civil Code section 5560, has determined or anticipates that the levy of one (1) or more special assessments will be required to repair, replace or restore any major component or to provide adequate reserves therefor; and if so, the statement shall also set out the estimated amount, commencement date and duration of the assessment;
(vi) A statement as to the mechanism or mechanisms by which the Board will fund reserves to repair or replace major components, including assessments, borrowing, use of other assets, deferral of selected replacement or repair, or alternative mechanisms; and (vii) A general statement addressing the procedures used for the calculation and establishment of those reserves to defray the future repair, replacement or additions to the major components. The statement shall include, but need not be limited to, reserve calculations made using the formula described in Civil Code section 5570(b)(4) and may not assume a rate of return on cash reserves in excess of 2 percent above the discount rate published by the Federal Reserve Bank of San Francisco at the time the calculation was made.
(viii) A statement as to whether the Association has any outstanding loans with an original term of more than one (1) year, including the payee, interest rate, amount outstanding, annual payment and when the loan is scheduled to be retired.
(ix) A summary of the Association’s property, general liability, earthquake, flood and fidelity insurance policies. The summary shall include: (i) the name of the insurer; (ii) the type of insurance; (iii) the policy limits of the insurance; and (iv) the amount of deductibles, if any. To the extent that the information required to be disclosed is specified in the insurance policy declaration page, the Association may meet its disclosure obligations by making copies of that page and distributing copies to all its Members.

The summary shall contain, in at least 10-point boldface type, the following statement:

This summary of the association’s policies of insurance provides only certain information, as required by Section 5300 of the Civil Code, and should not be considered a substitute for the complete policy terms and conditions contained in the actual policies of insurance.

Any association member may, upon request and provision of reasonable notice, review the association’s insurance policies and, upon request and payment of reasonable duplication charges, obtain copies of those policies. Although the association maintains the policies of insurance specified in this summary, the association’s policies of insurance may not cover your property, including personal property or real property improvements to or around your dwelling, or personal injuries or other losses that occur within or around your dwelling. Even if a loss is covered, you may nevertheless be responsible for paying all or a portion of any deductible that applies. Association members should consult with their individual insurance broker or agent for appropriate additional coverage.

Agenda Item #11.1.

Page 243 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 17 August 22, 2025
The Association, as soon as reasonably practicable, shall notify its Members by first-class mail if any of the policies have lapsed, been cancelled and not immediately renewed or restored or if there is a significant change such as a reduction in coverage or limits or an increase in the deductible for any policy.

If the Association receives any notice of non-renewal of a policy, the Association immediately shall notify its Members if replacement coverage will not be in effect by the date the existing coverage will lapse.

4.10.2 Assessment and Reserve Funding Disclosure Summary. The Assessment and Reserve Funding Disclosure Summary form prepared under Civil Code section 5570 shall be distributed with each annual budget report or summary.

4.10.3 Financial Statement Review. A review of the financial statement of the Association shall be prepared in accordance with Generally Accepted Accounting Principles by a licensee of the California State Board of Accountancy for any fiscal year in which the gross income of the Association exceeds $75,000. A copy of the review of the financial statement shall be distributed within one hundred twenty (120) days after the close of each fiscal year by individual delivery pursuant to Civil Code section 4040.

4.10.4 Annual Policy Statement. The Board shall distribute an annual policy statement that provides the Member with information about Association policies, which shall include the following information:
(i) The name and address of the person designated to receive official notices sent to the Association, pursuant to Civil Code section 4035. (ii) A statement explaining that a Member may submit a request to have notices sent to up to two (2) different specified addresses, pursuant to Civil Code section 4040(b). (iii) The location, if any, designated for posting of a general notice, pursuant to Civil Code section 4045(a)(3).
(iv) Notice of a Member’s option to receive general notices by individual delivery, pursuant to Civil Code section 4045(b).
(v) Notice of a Member’s right to receive copies of meeting minutes, pursuant to Civil Code section 4950(b).
(vi) The statement of assessment collection policies required by Civil Code section 5730.
(vii) A statement describing the Association’s policies and practices in enforcing lien rights or other legal remedies for default in the payment of assessments. (viii) A statement describing the Association’s discipline policy, if any, including any schedule of penalties for violations of the Governing Documents pursuant to Civil Code section 5850. (ix) A summary of dispute resolution procedures, pursuant to Civil Code sections 5920 and 5965. The summary required by Civil Code section 5965 shall include the following language:
“Failure of a member of the association to comply with the alternative dispute resolution requirements of Section 5930 of the Civil Code may result in the loss of the member’s right to sue the association or another member of the association regarding enforcement of the governing documents or the applicable law.”
Agenda Item #11.1.

Page 244 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 18 August 22, 2025
(x) A summary of any requirements for Association approval of a physical change to property, pursuant to Civil Code section 4765.
(xi) The mailing address for overnight payment of assessments, pursuant to Civil Code section 5655.
(xii) The annual policy statement shall include the notice required by Civil Code section 5730(a) in at least 12-point type.
(xiii) Any other information that is required by law or the Governing Documents or that the Board determines to be appropriate for inclusion.

4.10.5 Transfer Documents. Copies of the transfer documents described in Civil Code section 4525 shall be provided to any Owner or any other recipient requested by Owner within ten (10) days of the mailing or delivery of a written request. The transfer documents shall be provided and reasonable fees charged in accordance with the procedures, requirements and restrictions set forth in Civil Code section 4530.

4.11 Enforcement of Bonded Obligations. If the Association is the obligee under a bond or other arrangement (“Bond”) to secure performance of the commitment of the Declarant or a successor or assign to complete the Common Area Improvements not completed at the time the DRE issued a final subdivision report, the Board will consider and vote on the question of action by the Association to enforce the obligations under the Bond with respect to any Improvement for which a notice of completion has not been filed by the later of: (i) sixty (60) days after the completion date specified for that Improvement in the “planned construction statement” appended to the Bond; or (ii) thirty (30) days after the expiration of any written extension given by the Association. If the Board fails to consider and vote on the action to enforce the obligations under the Bond, or if the Board decides not to initiate action to enforce the obligations under the Bond, then on receipt of a petition signed by Members representing not less than five percent (5%) of the total voting power of the Association, the Board shall call a special meeting of Members for the purpose of voting to override the decision of the Board not to initiate action or to compel the Board to take action to enforce the obligations under the Bond. The Board shall give written notice of the meeting to all Members entitled to vote in the manner provided in this Declaration or in the Bylaws for notices of special meetings of Members. The meeting shall be held not less than thirtyfive (35) days nor more than forty-five (45) days after receipt of the petition. At the meeting, the vote in person or by proxy by a majority of the Members entitled to vote (other than Declarant) in favor of taking action to enforce the obligations under the Bond shall be considered the decision of the Association; and the Board shall implement this decision by initiating and pursuing appropriate action in the name of the Association.

Upon satisfaction of the Declarant’s obligation to complete the Common Area Improvements, the Board shall acknowledge in writing that it approves the release of the Bond and shall execute any other documents or instruments as may be necessary or advisable to effect the release of the Bond. The Board shall not condition its approval to release the Bond on the satisfaction of any condition other than the completion of the Common Area Improvements as described in the “planned construction statement”.

Any dispute between the Declarant and the Association regarding the release of the Bond shall be resolved in accordance with the Bond escrow instructions.

4.12 Limitations on Authority of the Board. The Association is prohibited from taking any of the following actions:
(i) except as otherwise provided in law, or order of the court, or an order pursuant to a final and binding arbitration decision, the Association shall not deny an Owner or Occupant physical access to their Lot, either by restricting access through the Common Area to the Owner’s Lot or by restricting access solely to the Owner’s Lot;
Agenda Item #11.1.

Page 245 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 19 August 22, 2025
(ii) the Association may not voluntarily assign or pledge the Association’s right to collect payments or assessments or to enforce or foreclose a lien to a third party except when the assignment or pledge is made to a financial institution or lender chartered or licensed under Applicable Laws when acting within the scope of that charter or license as security for a loan obtained by the Association; however, the foregoing provision may not restrict the right or ability of the Association to assign any unpaid obligations of a former Member to a third party for purposes of collection; (iii) adopt a Rule or regulation that arbitrarily or unreasonably restricts an Owner’s ability to market the Owner’s Lot; or
(iv) establish an exclusive relationship with a real estate broker through which the sale or marketing of Lots is required to occur. This restriction does not apply to the sale or marketing of Common Area owned by the Association.

4.13 Additional Limitations on Authority of the Board. The Board shall not take any of the following actions except with the consent, by vote at a meeting of the Association or by written ballot without a meeting pursuant to Corporations Code section 7513 or any successive statute thereto, of a simple majority of the Members other than Declarant constituting a quorum of more than fifty percent (50%) of the voting power of the Association residing in Members other than the Declarant:
(i) incur aggregate expenditures for capital Improvements to the Common Area in any fiscal year in excess of five percent (5%) of the budgeted gross expenses of the Association for that fiscal year;
(ii) sell during any fiscal year property of the Association having an aggregate fair market value greater than five percent (5%) of the budgeted gross expenses of the Association for that fiscal year;
(iii) pay compensation to members of the Board or to officers of the Association for services performed in the conduct of the Association’s business, provided that the Board may reimburse a member or officer for expenses incurred in carrying on the business of the Association; (iv) enter into a contract with a third Person to furnish goods or services for the Common Area or the Association for a term longer than one (1) year with the following exceptions:
(a) a management contract, the terms of which have been approved by the Federal Housing Administration or the federal Department of Veterans Affairs; (b) a contract with a public utility company if the rates charged for the materials or services are regulated by the Public Utilities Commission, provided the term does not exceed the shortest term for which the supplier will contract at the regulated rate; (c) prepaid casualty or liability insurance policies not to exceed three (3) years’ duration, provided the policy permits for short rate cancellation by the insured; (d) lease agreements for laundry room fixtures and equipment not to exceed five (5) years’ duration, provided the Declarant does not have a direct or indirect ownership interest of ten percent (10%) or more in any lessor under such agreements; (e) agreements for cable television services and equipment or satellite dish television services and equipment not exceeding five (5) years in duration, provided the supplier is not an entity in which the Declarant has a direct or indirect ownership interest of ten percent (10%) or more; Agenda Item #11.1.

Page 246 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 20 August 22, 2025
(f) agreements for sale or lease of burglar alarm and fire alarm equipment, installation and services not exceeding five (5) years’ duration, provided that the supplier or suppliers are not entities in which the Declarant has a direct or indirect ownership interest of ten percent (10%) or more; and
(g) a contract for a term not to exceed three (3) years that is terminable by the Association after no longer than one (1) year without cause, penalty or other obligation upon ninety (90) days written notice of termination to the other party; or (v) borrow money secured by any Association assets as authorized under Section

4.6.3. 4.14 Notice of Significant Legal Proceedings. Notwithstanding anything herein to the contrary, not later than thirty (30) days prior to the filing of any civil action against the Declarant or other developer for alleged damage to the Common Area, alleged damage to the separate interests that the Association is obligated to maintain, or alleged damage to the separate interests that arises out of, or is integrally related to, damage to the Common Area or separate interests that the Association is obligated to maintain, the Board shall provide written notice to each Member of the Association. The notice shall specify the date and location of the meeting and both of the following:
(i) that a meeting will take place to discuss problems that may lead to the filing of a civil action; and
(ii) the options, including civil actions, that are available to address the problems.

If the Board in good faith determines that there is insufficient time to provide prior notice to the Members as required herein prior to the expiration of any applicable statute of limitations, the Board may take the necessary steps to commence the proceeding to preserve the rights of the Association, provided that as soon as is reasonably practicable thereafter, and not later than thirty (30) days following the commencement of the proceeding, the Board shall provide the Members with notice as required herein.

4.15 Civil Code Sections 896 and 897 Claims. The sole and exclusive authority to initiate claims on behalf of the Association in connection with Improvements or landscaping maintained by the Association for violations of the functionality standards set forth in Civil Code sections 896 and 897 shall rest with the Board members elected solely by Class A Members described in Section 4.4.1 of this Declaration (the “Non-Declarant Directors”). Any Non-Declarant Director may at any time request a meeting for the purpose of discussing, inspecting, investigating and/or initiating any claims under Civil Code sections 896 or 897. Notice of the meeting shall be sent in the same manner as notice for special meetings of the Board. Any member of the Board appointed by Declarant or elected by votes cast by Declarant shall be entitled to attend the meeting but shall not be entitled to vote. The meeting shall be open for all Members of the Association unless the Non-Declarant Directors adjourn to an executive session as authorized by the Bylaws. The decision of a majority of the Non-Declarant Directors shall control.

Not later than thirty (30) days prior to the filing of any civil action by the Association against the Declarant or “builder” of a common interest development for alleged damage to the Common Area, alleged damage to the separate interests that the Association is obligated to maintain, or alleged damage to the separate interests that arise out of, or in integrally related to, damage to the Common Area or separate interests that the Association is obligated to maintain, the Board shall provide a written notice to each Member of the Association who appears on the records of the Association when the notice is provided. This notice shall specify all the following: (1) that a meeting will take place to discuss problems that may lead to the filing of a civil action; (2) the options, including civil actions, that are available to address the problems; and (3) the time and place of this meeting. Notwithstanding aforementioned provisions, if the Association has reason to believe that the applicable statute of limitations will expire Agenda Item #11.1.

Page 247 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 21 August 22, 2025
before the Association files the civil action, the Association may give the notice, as described above, within thirty (30) days after the filing of the action. The provisions of this Section 4.15 are effective automatically on the date the first Non-Declarant Director is elected to the Board.

4.16 Access to Association Records. The Association shall provide Members with access to the Association records in accordance with the procedures and requirements in Article 5 (commencing with Civil Code section 5200) of Chapter 6 of the Davis-Stirling Act.

Article 5

ASSESSMENTS

5.1 Obligations to Pay Assessments. The Owner of each Lot is obligated to pay any assessments levied against that Owner’s Lot on or before the due date of the assessment. If there is more than one (1) Owner of the Lot, the obligation is joint and several. Each Owner on acceptance of a deed to a Lot automatically personally assumes the obligation to pay any assessments against the Owner’s Lot (including, but not limited to, any portion of the annual regular assessment not yet due and payable) and agrees to allow the Association to enforce any assessment lien established hereunder by nonjudicial proceedings under the power of sale or by any other means authorized by Applicable Laws.

The Owner shall be liable for the full assessment levied against that Owner’s Lot regardless of the Owner’s possession or use of the Lot, the Common Area or any services rendered by the Association.

The Owner has no right or power to commit or omit any act, such as waiving the right to use the Common Area Improvements, in an attempt to eliminate or reduce the assessments against that Owner’s Lot. An assessment shall be both a personal obligation of the Owners of the Lot against which the assessment is levied and, on the recordation of a notice of delinquent assessment, a lien against the Lot. Any Owner who transfers a Lot shall remain personally liable for any unpaid assessments that accrued on or before the date of the transfer. No Owner shall be liable for any defaults of the Owner’s predecessor in interest in the payment of any assessment that has accrued prior to the Owner taking title to the Lot unless that Owner expressly assumes the obligation to cure the delinquent assessments. Notwithstanding the foregoing, any Owner who takes title to a Lot on which a lien for a delinquent assessment has been established will take title subject to the lien and the Association’s enforcement remedies as a result thereof unless the Owner takes title under a foreclosure or trustee sale resulting from a foreclosure or exercise of a power of sale under a Mortgage, deed of trust, or other lien recorded before the recordation of the notice of delinquent assessment and except as provided in Section 9.3.

Declarant’s obligation to pay regular assessments for Lots owned by Declarant may be reduced or abated pursuant to a maintenance or subsidy agreement between Declarant and the Association and reviewed by the DRE.

5.2 Annual Regular Assessment. Prior to the beginning of each fiscal year of the Association, the Board shall meet for the purpose of establishing the annual regular assessment for the forthcoming fiscal year. At such meeting, the Board shall review the preliminary pro forma operating budget prepared for the forthcoming fiscal year, any written comments received from Members and Mortgagees, and such other related information that has been made available to the Board. After making any adjustments that the Board considers appropriate and subject to such Member approval as may be required by Section 5.6, the Board will establish an annual regular assessment for the forthcoming fiscal year. Each annual regular assessment may include a portion for reserves as described in Section 5.3.

If the Board for any reason fails to take the appropriate steps to establish the annual regular assessment for the next fiscal year, the annual regular assessment for the preceding fiscal year shall continue in effect subject to the Board’s right at any time during the next fiscal year to adjust the assessment pursuant to the procedures described herein.

5.3 Reserves, Reserve Accounts and Reserve Study. Each annual regular assessment shall include a portion for reserves in such amount as the Board in its discretion considers appropriate to meet Agenda Item #11.1.

Page 248 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 22 August 22, 2025
the cost of the future repair, replacement or additions to the major components as described in Section

4.10.1 that the Association is obligated to maintain. For all purposes in this Declaration and in the Bylaws, reserve accounts shall mean: (a) the funds that the Board has identified for the foregoing purposes (“Regular Reserve Funds”) and (b) the funds received and not yet expended or disposed from either a compensatory damage award or settlement to the Association from any Person for injuries to property, real or personal arising from any construction or design defects (the “Construction Reserve Funds”). Construction Reserve Funds shall be separately itemized from funds designated as Regular Reserve Funds.

Reserve funds shall be deposited in a separate account; and the signatures of at least two (2) persons, who shall either be members of the Board or one (1) officer who is not a member of the Board and a member of the Board, shall be required to withdraw monies from the reserve account. Reserve funds may not be expended for any purpose other than the maintenance of, or litigation involving the maintenance of, major components that the Association is obligated to maintain.

Notwithstanding the foregoing, the Board may authorize the temporary transfer of money from a reserve fund to the Association’s general operating fund to meet short-term cash-flow requirements or other expenses in accordance with the requirements of Civil Code section 5515.

If the Board elects to use reserve funds or to temporarily transfer money from the reserve fund to pay for litigation, the Association shall provide a general notice pursuant to Civil Code section 4045 of that decision and of the availability of an accounting of these expenses. The Board shall distribute a written accounting of this expense to the Members on at least a quarterly basis, with the first accounting to be delivered no later than the 30th day following the Board’s decision to use reserve funds for litigation, either directly or through a transfer to operating funds. In any proposed litigation in which the amount in controversy is expected to exceed $25,000, the first accounting shall include a description of expenses paid to date, a description of the principal terms and conditions of any contract with any Person providing services in connection with the litigation, including attorneys and expert witnesses, a good faith estimate of the total legal fees, expert fees and other litigation costs that may be incurred, and a sample disclosure that Members should provide prospective purchasers, lenders and other parties that have obtained or may obtain an interest in the Owner’s Lot regarding the litigation. In each subsequent accounting, the information required in the first accounting shall be appropriately updated.

At least once every three (3) years, the Board shall cause to be conducted a reasonably competent and diligent visual inspection of the accessible areas of the major components that the Association is obligated to restore or maintain as a part of a study of the reserve account requirements of the Development if the current replacement value of the major components is equal to or greater than one-half of the gross budget of the Association, excluding the Association’s reserve account for that period. The Board shall review this study annually and shall consider and implement necessary adjustments to the Board’s analysis of the reserve account requirements as a result of that review.

The study, at a minimum, shall include:
(i) identification of the major components that the Association is obligated to repair, replace, restore, or maintain that, as of the date of the study, have a remaining useful life of less than thirty (30) years;
(ii) identification of the probable remaining useful life of the major components identified in subparagraph (i) as of the date of the study; (iii) an estimate of the cost of repair, replacement, restoration, or maintenance of the major components identified in subparagraph (i) during and at the end of its useful life; Agenda Item #11.1.

Page 249 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 23 August 22, 2025
(iv) an estimate of the total annual contribution necessary to defray the cost to repair, replace, restore, or maintain the major components during and at the end of its useful life after subtracting total reserve funds as of the date of the study; and
(v) a reserve funding plan that indicates how the Association plans to fund the contribution identified in paragraph (iv) to meet the Association’s obligations for the repair and replacement of all major components with an expected remaining life of thirty (30) years or less, not including those components that the Board has determined will not be replaced or repaired. The plan shall include a schedule of the date and amount of any change in regular or special assessments that would be needed to sufficiently fund the reserve funding plan. The plans shall be adopted by the Board at an open meeting before the membership of the Association as described in Article 2 (commencing with Civil Code section 4900) of Chapter 6 of the Davis-Stirling Act. If the Board determines that an assessment increase is necessary to fund the reserve funding plan, any increase shall be approved in a separate action of the Board that is consistent with the procedure described in Civil Code section 5605.

As used herein, “reserve accounts” has the meaning set forth in Civil Code section 4177 or any successor statute thereto.

5.4 Special Assessments. Subject to the restrictions described in Section 5.6, the Board may levy a special assessment if the Board in its discretion determines that the Association’s available funds are or will become inadequate to meet the estimated expenses of the Association, including, but not limited to, expenses resulting from inadequate reserves, unanticipated delinquencies, costs of construction, unexpected repairs or replacements of capital Improvements, inadequate insurance proceeds, or other unanticipated expenses. The Board may levy the entire special assessment immediately or levy it in installments over a period the Board considers appropriate.

5.5 Reimbursement Assessments. The Board shall have the authority to levy reimbursement assessments against one (1) or more Lot Owners to reimburse the Association for any costs incurred or to be incurred by the Association as the result of any act or omission of any Owner or Occupant of any Lot or their Permittees or pets. The levy shall not include any portion that is paid or will be paid by any insurer under a policy maintained by the Association. Payment of the deductible amount shall be the responsibility of the Owner and is subject to a reimbursement assessment. If the reimbursement assessment is levied and paid before all or any portion of the costs have been incurred by the Association and the amount paid exceeds the costs incurred, the Association promptly shall refund the excess to the Owner. If the costs exceed the amount, the Owner shall reimburse the Association within thirty (30) days thereafter. If payment is not made when due, the payment shall be considered a delinquent assessment and the Association may enforce the delinquent assessment as described in Section 5.10, subject to the non-judicial foreclosure restrictions described in this Section 5.5.

In addition to reimbursing the Association for costs necessary to repair any Common Area or other property that is maintained by the Association, the Association may seek reimbursement for any costs incurred by the Association, including attorneys’ fees, to bring the Owner or Occupant or the Owner’s Lot into compliance with the Governing Documents. A reimbursement assessment may not be levied against any Lot until notice and hearing have been provided the Owner as described in Section

4.6.4; and under no circumstances may a reimbursement assessment (or a monetary penalty imposed by the Association as a disciplinary measure for violation of the Governing Documents) become a lien against the Owner’s Lot that is enforceable by nonjudicial foreclosure proceedings under a power of sale.

The foregoing restriction on enforcement is not applicable to late payment penalties or interest for delinquent assessments or charges imposed to reimburse the Association for loss of interest or for collection costs, including reasonable attorneys’ fees, for delinquent assessments.

5.6 Assessment Increase Restrictions. The Association shall provide notice by personal delivery or by first-class mail to the Owners of any increase in the regular or special assessments not less than thirty (30) days nor more than sixty (60) days prior to the due date of the increased assessment.

Agenda Item #11.1.

Page 250 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 24 August 22, 2025
The Board may not (a) impose an annual regular assessment for any fiscal year more than twenty percent (20%) above the annual regular assessment for the Association’s preceding fiscal year or (b) impose special assessments which in the aggregate exceed five percent (5%) of the budgeted gross expenses of the Association for that fiscal year without the approval of a majority of a quorum of Members, pursuant to Civil Code section 4070, at a meeting or election. For purposes of this Section

5.6, a “quorum” means more than fifty percent (50%) of the Members. The foregoing restrictions on assessment increases do not apply to increases necessary for emergency situations. An emergency situation is any one (1) of the following:
(i) an extraordinary expense required by an order of court; (ii) an extraordinary expense necessary to maintain the Development or any part of it that the Association is responsible to maintain where a threat to personal safety within the Development is discovered; and/or
(iii) an extraordinary expense necessary to maintain the Development or any part of it that the Association is responsible to maintain that could not have been reasonably foreseen by the Board in preparing and distributing the annual budget report required under Civil Code section 5300, provided that before the imposition or collection of any assessment under this subdivision the Board must pass a resolution containing written findings as to the necessity of the extraordinary expense involved and why the expense was not or could not have been reasonably foreseen in the budgeting process and shall distribute the resolution to the Members with the notice of the assessment.

If the Board fails to distribute the annual budget report containing items (i), (ii), (iv), (v), (vi), (vii) and (viii) required by Section 4.10.1 for any fiscal year, the Association may not increase its annual regular assessment for that fiscal year, unless the Board has obtained the approval of a majority of a quorum of Members, pursuant to Civil Code section 4070, at a Member meeting or election. For the foregoing purposes, a quorum means more than fifty percent (50%) of the Owners of the Association.

5.7 Commencement of Regular Assessments. Annual regular assessments shall commence for all Lots on the first day of the month coinciding with or immediately following the date of the first transfer of title of a Lot by the Declarant to a purchaser under the authority of a final subdivision public report issued by the DRE or an earlier date at the discretion of the Declarant. No Lot shall be subject to any special assessments until regular assessments have commenced against that Lot.

5.8 Due Dates of Assessments. Unless otherwise directed by the Board or unless accelerated as described herein, the annual regular assessment shall be collected in twelve (12) equal monthly installments and each installment shall be due and payable on the first day of each month. If any monthly installment is delinquent, the Board, at its election, may accelerate the remaining installment payments so that the entire remaining balance of the annual regular assessment is immediately due and payable. Special assessments shall be due on such date or dates as selected by the Board.

Reimbursement assessments shall be due and payable ten (10) days after the Owner receives the notice of the reimbursement assessment. The notice shall be deemed received on the date described in Section 11.13.

Any annual regular assessment installment (including any accelerated installments), special assessment, or reimbursement assessment not paid within fifteen (15) days after the due date shall be delinquent, shall bear interest at the rate of twelve percent (12%) per annum from thirty (30) days after the due date until paid, and shall incur a late penalty in an amount to be set by the Board from time to time, not to exceed the maximum amount permitted by Applicable Laws

5.9 Allocation of Regular and Special Assessments. Regular and special assessments levied by the Board shall be allocated in equal amounts among the Residential Lots.

Agenda Item #11.1.

Page 251 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 25 August 22, 2025

5.10 Enforcement of Delinquent Assessments. The Association may elect to pursue one (1) or more of the following remedies in the event of a delinquent assessment:

5.10.1 Personal Obligation. The Association may bring a legal action directly against the Owner for breach of the Owner’s personal obligation to pay the assessment and in such action shall be entitled to recover the delinquent assessment or assessments, accompanying late charges, interest, costs and reasonable attorneys’ fees. Commencement of a legal action shall not constitute a waiver of any lien rights as described in Section 5.10.2.

5.10.2 Assessment Lien. Except as otherwise provided in Section 5.5, the Association may impose a lien against the Owner’s Lot for the amount of the delinquent assessment(s), plus any costs of collection (including attorneys’ fees), late charges and interest by taking the following steps:
(i) At least thirty (30) days prior to recording a lien upon the Owner’s Lot, the Association shall deliver to the Owner by certified mail a written notice containing the following (the “Delinquency Notice”):
(a) A general description of the collection and lien enforcement procedures of the Association and the method of calculation of the amount, a statement that the Owner has the right to inspect the Association records (which records are described in section 8333 of the Corporations Code) pursuant to Civil Code section 5205, and the following statement in 14-point boldface type, if printed, or in capital letters, if typed: “IMPORTANT NOTICE: IF YOUR SEPARATE INTEREST IS

PLACED IN FORECLOSURE BECAUSE YOU ARE BEHIND IN YOUR ASSESSMENTS, IT MAY BE SOLD WITHOUT COURT ACTION”.
(b) An itemized statement of the charges owed by the Owner, including items on the statement which indicate the amount of any delinquent assessments, the fees and reasonable costs of collection, reasonable attorneys’ fees, any late charges, and interest, if any. (c) A statement that the Owner shall not be liable to pay the charges, interest, and costs of collection, if it is determined the assessment was paid on time to the Association. (d) The right to request a meeting with the Board as provided by Section 5.10.2(v).
(e) The right to dispute the assessment debt by submitting a written request for dispute resolution to the Association pursuant to the Association’s “meet and confer” program required in Article 2 (commencing at Civil Code section 5900) of Chapter 10 of the Davis-Stirling Act. (f) The right to request alternative dispute resolution with a neutral third party pursuant to Article 3 (commencing at Civil Code section 5925) of Chapter 10 of the Davis-Stirling Act before the Association may initiate foreclosure against the Owner’s Lot, except that binding arbitration shall not be available if the Association intends to initiate a judicial foreclosure. (ii) Any payments made by the Lot Owner toward the delinquent assessment shall first be applied to the assessments owed; and only after the assessments owed are paid in full shall the payments be applied to the fees and the costs of collection, attorneys’ fees, late charges or interest.

When an Owner makes a payment, the Owner may request a receipt and the Association shall provide it.

The receipt shall indicate the date of payment and the Person who received it. The Association shall provide a mailing address for overnight payment of assessments. (iii) Prior to recording a lien for delinquent assessments, the Association shall offer the Owner and, if so requested by the Owner, participate in dispute resolution pursuant to the Agenda Item #11.1.

Page 252 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 26 August 22, 2025
Association’s “meet and confer” program required in Article 2 (commencing at Civil Code section 5900) of Chapter 10 of the Davis-Stirling Act.

Prior to initiating a foreclosure for delinquent assessments, the Association shall offer the Owner and, if so requested by the Owner, shall participate in dispute resolution pursuant to the Association’s “meet and confer” program required in Article 2 (commencing at Civil Code section 5900) of Chapter 10 of the Davis-Stirling Act or alternative dispute resolution with a neutral third party pursuant to Article 3 (commencing at Civil Code section 5925) of Chapter 10 of the Davis-Stirling Act. The decision to pursue dispute resolution or a particular type of alternative dispute resolution shall be the choice of the Owner, except that binding arbitration shall not be available if the Association intends to initiate a judicial foreclosure.
(iv) The decision to record a lien for delinquent assessments shall be made only by the Board and may not be delegated to an agent of the Association. The Board shall approve the decision by a majority vote of the Board members in an open meeting. The Board shall record the vote in the minutes of that meeting.
(v) An Owner may submit a written request to meet with the Board to discuss a payment plan for the delinquent assessment. The Association shall provide the Owners the standards for payment plans if any exist. The Board shall meet with the Owner in executive session within forty-five (45) days of the postmark of the request if the request is mailed within fifteen (15) days of the date of the postmark of the Delinquency Notice unless there is no regularly-scheduled Board meeting within that period, in which case the Board may designate a committee of one (1) or more Members to meet with the Owner. Payment plans may incorporate any assessments that accrue during the payment plan period.

Payment plans shall not impede an Association’s ability to record a lien on the Owner’s Lot to secure payment of delinquent assessments. Additional late fees shall not accrue during the payment plan period if the Owner is in compliance with the terms of the payment plan. In the event of a default on any payment plan, the Association may resume its efforts to collect the delinquent assessments from the time prior to entering into the payment plan.
(vi) The amount of the assessment, plus any costs of collection, late charges, and interest assessed in accordance with Section 5.8, shall be a lien on the Owner’s Lot from and after the time the Association causes to be recorded with the county recorder of the county in which the Lot is located a notice of delinquent assessment, which shall state the amount of the assessment and other sums imposed in accordance with Civil Code section 5650(b), a legal description of the Owner’s interest in the Development against which the assessment and other sums are levied, and the name of the record owner of the Owner’s interest in the Development against which the lien is imposed. The itemized statement of the charges owed by the Owner described in Section 5.10.2(i)(b) shall be recorded together with a notice of delinquent assessment. In order for the lien to be enforced by nonjudicial foreclosure as provided in Civil Code sections 5700 to 5710, inclusive, the notice of delinquent assessment shall state the name and address of the trustee authorized by the Association to enforce the lien by sale. The notice of delinquent assessment shall be signed by any officer of the Association or by the Person designated by the Association for that purpose. A copy of the recorded notice of delinquent assessment shall be mailed by certified mail to every person whose name is shown as an Owner in the Association’s records, and the notice shall be mailed no later than ten (10) calendar days after recordation. Within twenty-one (21) days of the payment of the sums specified in the notice of delinquent assessment, the Association shall record or cause to be recorded in the office of the county recorder in which the notice of delinquent assessment is recorded a lien release or notice of rescission and provide the Lot Owner a copy of the lien release or notice that the delinquent assessment has been satisfied.

A monetary charge imposed by the Association: (i) as a means of reimbursing the Association for costs incurred by the Association in the repair of damage to Common Area Improvements or landscaping for which the Member or the Member’s Occupants or Permittees were responsible; or (ii) as a disciplinary measure for failure of a Member to comply with the Governing Documents, except for the late payments, Agenda Item #11.1.

Page 253 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 27 August 22, 2025
may not be characterized nor treated as an assessment that may become a lien against the Member’s Lot enforceable by the sale of the interest under Civil Code sections 2924, 2924b and 2924c. (vii) A lien created pursuant to Section 5.10.2(vi) shall be prior to all other liens recorded subsequent to the notice of assessment, except as described in Article 9. (viii) Subject to the limitations of this Section 5.10, after the expiration of thirty (30) days following the recording of a lien created pursuant to Section 5.10.2(vi), the lien may be enforced in accordance with the procedures and requirements set forth in Article 3 (commencing with Civil Code section 5700) of Chapter 8 of the Davis-Stirling Act, including the applicable restrictions against judicial or nonjudicial foreclosure actions for delinquent regular or special assessments in an amount less than $1,800 described in Civil Code section 5720(b).
(ix) Within twenty-one (21) days of the payment of the sums specified in the notice of delinquent assessment, the Association shall record or cause to be recorded in the office of the county recorder in which the notice of delinquent assessment is recorded a lien release or notice of rescission and provide the Owner a copy of the lien release or notice that the delinquent assessment has been satisfied.
(x) If it is determined that a lien previously recorded against a Lot was recorded in error, the party who recorded the lien, within twenty-one (21) calendar days, shall record or cause to be recorded in the office of the county recorder in which the notice of delinquent assessment is recorded a lien release or notice of rescission and provide the Lot Owner with a declaration that the lien filing or recording was in error and a copy of the lien release or notice of rescission. (xi) If the Association fails to comply with the procedures set forth in this Section

5.10.2, prior to recording a lien, the Association shall recommence the required notice process. Any costs associated with recommencing the notice process shall be borne by the Association and not by the Lot Owner.
(xii) If it is determined that the Association has recorded a lien for a delinquent assessment in error, the Association shall promptly reverse all late charges, fees, interest, attorneys’ fees, costs of collection, costs imposed for the notice required under Section 5.10.2(i) and pay all costs related to the dispute resolution or alternative dispute resolution.

5.10.3 Small Claims Court Resolution. If a dispute exists between an Owner and the Association regarding any disputed charge or sum levied by the Association, including, but not limited to, an assessment, fine, penalty, late fee, collection cost, or monetary penalty imposed as a disciplinary measure, and the amount in dispute does not exceed the jurisdictional limits stated in Sections 116.220 and 116.221 of the Code of Civil Procedure, the Owner, in addition to pursuing dispute resolution under Article 3 of Chapter 10 of the Davis-Stirling Act commencing with Civil Code section 5925, may pay under protest the disputed amount and all other amounts levied, including any fees and reasonable costs of collection, reasonable attorneys’ fees, late charges, and interest, if any, pursuant to Civil Code section 5650(b), and commence an action in small claims court for resolution of the dispute. Nothing in this Section 5.10.3 shall impede the Association’s ability to collect delinquent assessments as provided in Section 5.10.2.

The provisions of this Section 5.10 are intended to comply with the requirements of the Davis-Stirling Act. If these sections are amended, restated or rescinded in any manner, the provisions of this Section 5.10 automatically shall be amended, restated or rescinded in the same manner. The Board is advised to confirm the current statutory requirements prior to commencing any delinquent assessment enforcement action.

Agenda Item #11.1.

Page 254 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 28 August 22, 2025

5.11 Estoppel Certificate. Within ten (10) days of the mailing or delivery of a written request by any Owner, the Board shall provide the Owner with a written statement containing the following information: (i) whether to the knowledge of the Association, the Owner or Occupant of the Owner’s Lot is in violation of any of the provisions of the Governing Documents; (ii) the amount of regular and special assessments, including installment payments, paid by the Owner during the fiscal year in which the request is received; and (iii) the amount of any assessments levied against the Owner’s Lot that are unpaid as of the date of the statement, including any late charges, interest or costs of collection, and that, as of the date of the statement, are or may be made a lien against the Owner’s Lot as provided by this Declaration. The Association may charge a fee to provide this information provided the fee shall not exceed the Association’s reasonable cost to prepare and reproduce the requested items.

5.12 Restrictions on Association Funds. Pursuant to the requirements of Civil Code section 5135, no Member funds shall be used for campaign purposes in connection with any election of members to the Board or for company purposes in connection with any other Association election, except to the extent necessary to comply with duties of the Association imposed by Applicable Laws.

Article 6

ARCHITECTURAL REVIEW

6.1 Architectural Committee. An Architectural Committee may be established by the Declarant or by the Board. The Committee shall consist of three (3) members. Declarant may appoint all of the original members of the Committee and all replacements until the first anniversary of the issuance of the original final subdivision public report for the Development. Declarant’s appointees need not be Members of the Association. Declarant shall have the right to appoint a majority of the members of the Committee until ninety percent (90%) of all the Lots in the Development have been sold or until the fifth anniversary of the issuance of the final public report for the Development, whichever occurs first. On the first anniversary date of the issuance of the original public report for the Development, the Board shall have the power to appoint one (1) member to the Committee until ninety percent (90%) of the Lots of the Development have been sold or until the fifth anniversary date of the issuance of the final public report for the Development, whichever first occurs. Thereafter, the Board shall have the power to appoint all of the members of the Committee. The Board appointees shall be Members of the Association and shall serve at the will of the Board. The term of the members shall be as designated by the Declarant or by the Board. If a member is removed from the Committee for any reason, the person appointing the member immediately shall appoint a replacement for the balance of the removed member’s term. Until a replacement is named, the remaining members of the Committee shall have full authority to act on behalf of the Committee. No member of the Committee shall be entitled to any compensation for serving as a member, provided that member shall be entitled to be reimbursed by the Committee for any expenses incurred by the member in performing its duties, provided the member received prior authorization for the incurrence of the expense. All actions of the Committee shall be governed by a majority vote of the members. The Committee shall meet at such times and places as it shall designate. Meetings of the Committee shall be open to all Members of the Association. The Committee may adopt guidelines regarding the type, location, quality, size, height and other matters relating to any Improvements or landscaping to be constructed or installed on the Lots and may establish a procedure for reviewing all plans and specifications submitted to it for prior approval and shall be responsible for periodic review and modification of the guidelines. Factors that shall be considered in approving proposed plans and specifications shall include without limitation: (i) conformity and harmony of external design with other Lots in the Development; (ii) effect of the proposed location on neighboring Lots; (iii) relation of the topography, grade and finished ground elevation to that of adjoining Lots; (iv) proper facing of elevations with respect to nearby streets and adjoining Lots; (v) overall conformity with the general purpose of the Development and the restrictions in this Declaration; and (vi) the guidelines.

6.2 Approval Requirements. None of the following actions shall take place anywhere within the Development without the prior written approval of the Committee:

Agenda Item #11.1.

Page 255 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 29 August 22, 2025
(i) any construction, installation, addition, repair (including exterior painting), replacement, alteration or removal of any building, outbuilding, structure, exterior wall, roof, windows, exterior doors, exterior stairs, fence, sign, garage, trash enclosure, storage area, berms, utilities, fixtures (gas, electricity, telephone, water, or otherwise) or other Improvements visible from any other Lot or Common Area;
(ii) any planting or landscaping (including the removal of any tree); (iii) any grading, excavation or site preparation; or
(iv) any placement or storage of building materials or temporary structures (including trailers, tents, mobile homes, offices or vehicles).

If the Committee has established landscaping guidelines, the installation or replacement of all landscaping and planting (including tree removal) shall comply with the guidelines, subject to such variances as may be approved in writing by the Committee.

The Committee may impose terms and conditions on any approval, including: (a) contractor licensing and insurance requirements (including workers compensation and liability insurance); (b) completion and labor and material bonds or other acceptable collateral; and (c) construction regulations such as authorized hours of construction, access restrictions, noise restrictions and clean-up requirements.

Notwithstanding anything herein to the contrary, any Owner may repaint the exteriors of any Improvements on the Owner’s Lot in the same colors, remove and replace any siding or roofing materials with the same material and in the same color, and remove and replace vegetation of the same type as originally constructed or installed by Declarant or as previously approved by the Committee. In addition, any Owner may repaint the interior of the Owner’s residence in any color the Owner desires or remodel the interior, provided the remodeling does not in any manner alter the exterior appearance of the building or, in the case of any residences that immediately abut an adjoining residence, result in the increase of the sound or impact transmissions from the residence to the adjoining residence.

6.3 Architectural Rules. The Committee, from time to time, may adopt, amend and repeal rules and regulations to be known as “Architectural Rules”. Pending adoption of the Architectural Rules, the provisions of this Section 6.3 shall control the actions of the Committee and shall bind all Owners.

The Architectural Rules shall interpret and implement the provisions of this Article 6, and shall contain the following mandatory elements and such other elements as the Committee considers necessary or advisable:

6.3.1 Application Requirements. The Architectural Rules shall set forth the necessary documents to be submitted by the applicant. Unless otherwise waived in writing by the Committee or an authorized representative thereof, the application shall include plans and specifications prepared by an architect or a licensed building designer that adequately describe the proposed work and shall include the following to the extent applicable to the proposed work: plot layout; location of all existing and proposed Improvements; setbacks from Lot lines of all existing and proposed Improvements; proposed drainage; exterior designs; roofing and siding materials; elevations of all Improvements; floor plans; location of all heating or cooling equipment; decking; screening devices; bearing walls and retaining walls; materials and colors; landscaping plans; construction schedule; and such other information as the Committee shall reasonably require. Landscaping plans shall include a complete and professionally prepared plan including the name, location and sizes of all proposed trees, sodding, shrubbery, hardscape and irrigation system. The plans shall identify any trees scheduled for removal and describe the plans for replanting trees and vegetation.

Agenda Item #11.1.

Page 256 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 30 August 22, 2025
If the proposed work does not merit extensive plans and specifications, the Committee may, but shall not be obligated to, waive or modify any of the above requirements upon receipt of a written request from the applicant to do so.

An application shall not be considered a “complete application” for purposes of Section 6.4 until the Committee has received all the required documents. After the submission of an application, the applicant may request in writing from the Committee confirmation that the application is complete. The initial confirmation request may be made no sooner than seven (7) calendar days after the initial application has been received by the Committee. If the Committee fails to respond within thirty (30) days of receipt of the request, the application shall be considered complete for purposes of Section 6.4 only.

The foregoing does not preclude the Committee from requesting additional documentation unless the application has been deemed approved pursuant to the provisions of Section 6.4. If a timely request for additional documentation is received, this documentation or the failure to receive the documentation can be considered by the Committee in rendering its decision on the proposed work.

The application, any request for confirmation of a complete application, any additional documents requested by the Committee, and any other notices or documents given to the Committee under the provisions of this Article 6 shall be considered received by the Committee in accordance with the “receipt” procedures described in the Architectural Rules or, if there are no such procedures, on the date of personal delivery to the Association’s manager, the President of the Association, or the Chair of the Committee or, if mailed, on the date receipt is acknowledged on the return receipt when mailed certified mail, return receipt requested, addressed to the President of the Association or Chair of the Committee and mailed to the principal office of the Association.

6.3.2 Application Fee. The Architectural Rules may require that the application be accompanied by a reasonable application fee to pay for any out-of-pocket costs incurred by the Committee in reviewing any plans and specifications. This fee may include the cost of retaining outside consultants for purposes of assisting the Committee in reviewing the plans and specifications. If, during the review process, the Committee determines that additional fees will be necessary to cover additional out-of-pocket costs, the Committee may require the applicant to advance any additional fees before the review can be completed. The proposed work can be denied for the sole reason that the applicant has failed to pay the required fees.

6.3.3 Guidelines and Variances. The Architectural Rules may include guidelines for any proposed work that are not inconsistent with any use restriction contained in this Declaration. The guidelines can apply to structures and/or landscaping. The guidelines may set forth specific standards regarding color, height, quality, setbacks, materials, size and such other standards as the Committee may adopt from time to time that are consistent with the approval conditions described in Section 6.4. The Committee, from time to time and upon request from the applicant, may grant variances from any guidelines established by the Committee. Under no circumstances shall the Committee have any authority to grant any variance that would result in violation of any use restrictions contained in this Declaration.

6.3.4 Hearings (Optional). If the Committee, in its sole discretion, elects to conduct a hearing on an application, reasonable notice of the time, place and proposed agenda for the Committee’s hearing shall be distributed prior to the date of a hearing to any applicant whose application is scheduled to be heard. The applicant shall be entitled to appear at the hearing, shall be entitled to be heard on the matter, and may be accompanied by the applicant’s architect, engineer and/or contractor. Notice also shall be given to such adjoining or nearby Lot Owners that the Committee reasonably believes could be affected by the proposed work. These Owners shall be entitled to attend the hearing and given reasonable opportunity to present their views on the proposed work.

6.3.5 Preliminary Approval Procedures. The Committee may adopt procedures for preliminary approval. This would enable applicants who are proposing to make Improvements an Agenda Item #11.1.

Page 257 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 31 August 22, 2025
opportunity to obtain guidance and comments from the Committee prior to the expenditure of substantial sums on completed plans and specifications. Preliminary approval shall be granted if the Committee, in its sole discretion, determines that it would approve final plans as described in Section 6.4. Pending or denying preliminary approval, the Committee may give the applicant such directions or recommendations concerning the form and substance of the final application for approval as it may deem proper or desirable for guidance of the applicant. Any preliminary approval granted by the Committee shall be effective for a period of ninety (90) days from the date of issuance or such longer period as, in the Committee’s discretion, may be granted. During this period, any application for final approval that presents complete plans and specifications for the proposed Improvements, consistent with the provisions of preliminary approval and otherwise acceptable under the terms of this Declaration and the Architectural Rules, shall be approved by the Committee. In no event shall any preliminary approval of a proposed Improvement constitute final approval authorizing construction of the Improvement. The purpose of the preliminary review procedure is to give the applicant a measure of security in proceeding with completion of plans and specifications for the proposed Improvement, committing funds thereto.

Final approval shall be based on a complete submittal conforming to the requirements of this Section 6.3.

6.4 Basis for Approval. The Committee shall not approve the application unless the Committee, in its sole discretion, finds all of the following conditions have been satisfied:
(i) the applicant has complied with the application procedures described in Section

6.3 and any additional procedures adopted by the Committee; (ii) the proposed work is in compliance with the use restrictions contained in this Declaration, the Architectural Rules, and, unless a variance is granted, any guidelines established by the Committee under Section 6.3.3 in effect at the time the application was submitted to the Committee; (iii) the proposed work is in compliance with all Applicable Laws (the Committee shall have no duty to independently confirm such compliance); (iv) if the proposed work involves any exterior modifications or additions, the work is in harmony with the external design of other structures and/or landscaping within the Development and is consistent with the architectural and aesthetic standards prevailing within the Development and with the overall general plan and scheme of the Development; and (v) if the residence immediately abuts the wall of an adjoining residence, the proposed work will not unreasonably increase the sound transmissions, resonances or reverberations to the other residence.

The Committee shall be entitled to determine that the proposed work is unacceptable even if the same or similar work previously had been approved for another Lot as long as the Committee finds that reasonable factors exist to distinguish this application from the approved work. The Committee shall be entitled to make subjective judgments and to consider the aesthetics of a proposal when the proposed work will result in Improvements and/or landscaping that can be seen from any other Lot or public right-ofway as long as the Committee acts in good faith and not unreasonably, arbitrarily or capriciously.

In approving any proposed work, the Committee may grant conditional approval on the adoption of modifications to the proposed work that in the Committee’s judgment are necessary to bring the proposed work into compliance with the approval conditions contained in this Section 6.4. In addition, the Committee may impose reasonable construction restrictions, such as construction hours, dust controls, noise abatement measures, and such other conditions as the Committee may reasonably require, to minimize the interference with the quiet use and enjoyment of the surrounding residences during the course of construction.

Agenda Item #11.1.

Page 258 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 32 August 22, 2025
In reviewing and approving plans, the Committee shall comply with the requirements of Civil Code section 4765 and with all Applicable Laws regulating the rights of disabled persons. If there is any conflict between this Article 6 and Civil Code section 4765, Civil Code section 4765 shall control to the extent of the conflict.

6.5 Architectural Committee’s Decision. The decision on any proposed work shall be in writing. If a proposed change is disapproved by the Committee, the written decision shall include both an explanation of why the proposed change is disapproved and a description of the procedure for reconsideration of the decision by the Board. If disapproved, the applicant is entitled to reconsideration by the Board at an open meeting of the Board unless the disapproval decision was made by the Board instead of the Committee or unless the Architectural Committee has the same members as the Board.

Reconsideration by the Board does not constitute a dispute resolution procedure described in Section

4.6.7. If the Committee fails to approve or disapprove any application or fails to request additional information within sixty (60) days of receipt of either the complete application or any advance fees required by the Committee, whichever shall occur later, the application shall be deemed approved unless a written extension is executed by the Person submitting the application and by the Committee. The burden shall be on the applicant to establish that the Committee did receive the complete application and/or advance fees and to establish the date of receipt.

6.6 Completion of Work. On receipt of approval, the Owner shall commence the work as soon as reasonably practicable and shall diligently pursue the completion of the work. If the work is not commenced within ninety (90) days after receipt of approval or completed within one hundred eighty (180) days or such later date as the Committee shall approve in writing, the approval automatically shall be deemed revoked and no further work shall be done without again obtaining the written approval of the Committee as described herein. The work shall be done in strict compliance with the approved plans except for minor non-material changes as may be necessary during the course of construction.

6.7 Non-liability. The Association, the Committee, the Declarant, and the other Lot Owners, and their respective successors or assigns, shall not be liable to any Person submitting plans to the Committee for approval or to any other Lot Owners or Occupants by reason of any act or omission arising out of or in connection with the approval or disapproval of any plans or specifications. Approval shall not constitute any warranty or representation by the Committee or its members that the plans satisfy Applicable Laws or that any Improvement constructed in accordance with the plans shall be fit for the use for which it was intended and safe for use and occupancy. Applicants shall make their own independent verifications of the foregoing and shall not rely on the Committee or its members in any manner in this regard.

6.8 Enforcement. If any Owner or Occupant violates the provisions of this Article 6, the Declarant or the Association, in addition to levying monetary fines and penalties and in addition to any other remedy available at law or equity, may bring an action to compel compliance, including an action for a court order mandating the removal of any Improvement or other property constructed or installed in violation of the provisions of this Article 6. In such action, the prevailing party shall be entitled to recover costs and reasonable attorneys’ fees.

6.9 Board’s Authority. If for any reason the Committee is not established or not active, the Board shall perform the duties and shall have the rights of the Committee as described in this Article 6.

Notwithstanding anything herein to the contrary, modifications, changes or additions to any Common Area Improvements authorized by the Board shall not require approval from the Committee.

6.10 Governmental Approval. Before commencement of any addition of any Improvement or any alteration to any Improvement approved by the Committee, the Owner shall comply with all Agenda Item #11.1.

Page 259 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 33 August 22, 2025
Applicable Laws. Approval by the Committee does not satisfy the appropriate approvals that may be required from any governmental entity with appropriate jurisdiction.

6.11 Declarant Exemption. Declarant, or its successor or assign, shall not be subject to the approval requirements of this Article 6 in connection with the construction or alteration of any Improvement within the Development or the installation of any landscaping. In addition Declarant, or its successor or assign shall not be subject to the approval requirements of this Article 6 in connection with any repairs or modifications made to any Improvements as may be required by Applicable Laws or pursuant to an agreement with any Lot Owner or the Association.

Article 7

INSURANCE

7.1 Owners’ Insurance Policy(ies). Each Owner is advised to obtain and maintain, at the Owner’s expense, a property insurance policy that provides at minimum, coverage against losses caused by fire and all other hazards normally covered under a “special form” policy or its equivalent in an amount not less than ninety percent (90%) of the replacement cost of the insurable Improvements on the Lot.

The policy shall contain the following endorsements or their equivalents: inflation guard and replacement cost. The policy shall provide liability coverage in such amounts and for such acts or omissions as are normally and customarily included in homeowners property insurance policies of the types required herein. Nothing herein imposes any duty or obligation on the Association or any director, officer or agent thereof to confirm that Owners are carrying the insurance required under this Section 7.1.

Each Owner is strongly advised to seek the advice of a qualified insurance consultant regarding: (i) the amount of personal liability and personal property insurance coverage the Owner should maintain and (ii) the availability of loss assessment insurance coverage. In addition, Owners, particularly subsequent Owners, should determine whether any upgrades or additions to the Lot have been made after the initial occupancy of the Lot to determine whether the Owner should acquire additional insurance coverage.

7.2 Association Liability Insurance. The Association shall obtain and maintain the following liability policies:

7.2.1 General Liability Policy. A general liability insurance policy insuring the Association, any manager, the Association’s directors and officers, and the Owners (including Declarant as long as Declarant owns any Lots) against bodily injury or property damage from an accident or occurrence within the Common Area or as a result of any act or omission of the performance or nonperformance of the Association’s duties as set forth herein. The Association shall be the first named insured under the policy. The policy shall include, if obtainable, cross liability or severability of interest coverage. The limits of such insurance (including the commercial general liability and any excess liability coverage) shall not be less than $1,000,000 covering all claims for bodily injury and property damage arising out of a single occurrence. The coverage may be a combination of primary and excess policies.

The insurance shall contain coverage terms equivalent to or better than the terms provided by Insurance Services Offices (ISO) form CG001 or any successor form thereto. Such insurance shall include coverage against liability for owned, non-owned and hired automobiles and other liability or risk customarily covered with respect to projects similar in construction, location and use. The policy shall be primary and noncontributing with any other liability policy covering the same liability.

The policy also shall satisfy the insurance requirements set forth in the Well Agreement described in Section 2.13.

7.2.2 Fidelity Policy. Fidelity bond coverage for the Association’s directors, officers, and employees in an amount that is equal to or more than the combined amount of the reserves of the Association and total assessments for three (3) months. The Association’s fidelity bond shall include Agenda Item #11.1.

Page 260 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 34 August 22, 2025
computer fraud and funds transfer fraud. If the Association uses a managing agent or management company, the Association’s fidelity bond coverage also shall include dishonest acts by that person or entity or its employees.

7.2.3 Directors and Officers Liability Policy. A directors and officers liability policy containing such terms and conditions that are normally and customarily carried for directors and officers of a residential association and in sufficient amounts to satisfy the insurance requirements of Civil Code section 5800 or any successor statute thereto.

7.3 Association Property Insurance. The Association, in the sole discretion of the Board, may obtain and maintain a property insurance policy on the Common Area Improvements and Association personal property in such amounts and containing such terms and conditions as the Board from time to time may select.

7.4 Insurance Rating and Cancellation. The insurance company providing the Association’s insurance under Sections 7.2 and 7.3, if applicable, shall have an A.M. Best rating of not less than A:VII if licensed to do business in the State of California and a rating of not less than A:X if not licensed to do business in the State of California. If the A.M. Best ratings are no longer available, the insurance ratings shall be based on equivalent ratings issued by an independent insurer company rating entity used by financial institutions for insurance rating purposes. Any notice of cancellation or material changes to the policy shall be provided by the issuing insurance company in accordance with the notice requirements in the policy. If cancelled the Board shall replace the policy with a substantially equivalent policy.

7.5 Board’s Authority to Revise Insurance Coverage. The Board shall have the power and right to deviate from the insurance requirements contained in this Article 7 in any manner that the Board, in its discretion, considers to be in the best interests of the Association, provided that the Board shall maintain the minimum insurance requirements set forth in Civil Code section 5800 or in any successor statute thereto. If the Board elects to materially reduce the coverage from the coverage required in this Article 7, the Board shall make all reasonable efforts to notify the Members of the reduction in coverage and the reasons therefor at least thirty (30) days prior to the effective date of the reduction.

The Board is authorized to negotiate and agree on the value and extent of any loss under any policy carried by the Association, including, but not limited to, the right and authority to compromise and settle any claim or enforce any claim by legal action or otherwise and to execute releases in favor of any insurer.

Each Owner, by acceptance of a deed to a Lot, irrevocably appoints the Association or the Insurance Trustee, described in Section 7.7, as that Owner’s attorney-in-fact for purposes of procuring, negotiating, accepting, compromising, releasing, settling, distributing and taking other related actions in connection with any insurance policy maintained by the Association and any losses or claims related thereto and agrees to be bound by the actions so taken as if the Owner had personally taken the action.

7.6 Periodic Insurance Review. The Board periodically (and not less than once every three (3) years) shall review the Association’s insurance policies and make such adjustments to the policies’ terms and conditions as the Board considers to be in the best interests of the Association. If applicable, the review shall include an appraisal by a qualified appraiser of the current replacement costs of all covered property under the Association’s property insurance policy unless the Board is satisfied that the current dollar limit of the property insurance policy, coupled with the amount of actual reserves on hand, is equal to or greater than the current replacement costs.

7.7 Insurance Trustee. All property insurance proceeds payable to the Association under any property insurance policy procured by the Association as described in Section 7.3, subject to the rights of Mortgagees under Article 9, may be paid to a trustee as designated by the Board to be held and expended for the benefit of the Owners and Mortgagees as their respective interests shall appear. The Agenda Item #11.1.

Page 261 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 35 August 22, 2025
trustee shall be a commercial bank or other financial institution with trust powers in the county in which the Development is located that agrees in writing to accept such trust. If repair or reconstruction is authorized, the Association will have the duty to contract for such work as provided for in this Declaration.

7.8 Other Insurance. In addition to the policies described in Sections 7.2 and 7.3, the Association may obtain and maintain the following insurance:
(i) Workers Compensation Insurance to the extent required by Applicable Laws; (ii) flood insurance on Common Area Improvements if the Development is located in an area designated by an appropriate governmental agency as a special flood hazard area and the Improvements are of the nature on which hazard insurance is normally maintained; and (iii) such other insurance as the Board in its discretion considers necessary or advisable.

Article 8

DAMAGE, DESTRUCTION OR CONDEMNATION

8.1 Repair or Reconstruction. If an Improvement on any Lot is damaged or destroyed by fire or other casualty, the Owner of such Lot shall repair or reconstruct the Improvement to substantially the same condition and appearance as existed immediately before the damage or destruction, subject to such modifications as may be approved by the Architectural Committee or as required by Applicable Laws. If any Improvement within the Common Area is damaged or destroyed by fire or other casualty, the Association shall repair or reconstruct the Improvement substantially in accordance with the original as-built plans and specifications subject to such modifications as may be required by Applicable Laws.

Notwithstanding the foregoing but subject to the provisions of Section 8.3, the Association will not be required to reconstruct or restore the damaged or destroyed Improvement if there are not available insurance proceeds and reserves sufficient to pay for at least eighty-five percent (85%) of the costs of such repairs or reconstruction and three-fourths (3/4) of the total voting power of the Association’s residing Members and their first lenders vote against such repair or reconstruction.

8.2 Reconstruction Contract. If the Improvements are to be rebuilt or restored, the Board shall solicit and obtain bids from at least two (2) reputable contractors to repair and reconstruct the Improvements in accordance with the original plans and specifications, subject to such changes as may be approved by the Architectural Committee or required by Applicable Laws, and shall award the repair and reconstruction work to the lowest qualified bidder unless the Board in its reasonable judgment elects to select a higher bidder. The Association shall have the authority to enter into a written contract with the contractor or contractors for the repair and reconstruction, and the insurance proceeds held by the Association or insurance trustee shall be disbursed to the contractor according to the terms of the contract. It shall be the obligation of the Association to take all steps necessary to ensure the commencement and completion of authorized rebuilding at the earliest possible date.

8.3 Minor Repair and Reconstruction and Deductibles. The Association shall have the duty to repair and reconstruct Common Area Improvements within the Development without the requirement of any consent of the Owners and irrespective of the amount of available insurance proceeds in all cases of partial destruction when the estimated cost of repair or reconstruction does not exceed $20,000, which amount shall be increased three percent (3%) per annum on a compounded basis commencing on the anniversary date of the recordation of this Declaration and each anniversary date thereafter. The Association may levy a special assessment for the cost of repairing and reconstructing Improvements to the extent insurance proceeds are unavailable pursuant to the procedures described in Article 5.

8.4 Completion of Repair or Reconstruction. The repair or reconstruction of any Improvement shall commence no later than ninety (90) days after the date of such damage or destruction Agenda Item #11.1.

Page 262 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 36 August 22, 2025
and shall be completed no later than one hundred eighty (180) days subject to extensions because of delays that are beyond the control of the Association. The Association immediately shall take such steps as may be reasonably required to secure any hazardous condition resulting from the damage or destruction and to screen any unsightly views.

8.5 Election Not to Rebuild. If any Improvement is not repaired or reconstructed in accordance with the foregoing, any Association’s obligation to maintain or insure the Improvements shall terminate and any available insurance proceeds from any property insurance policy maintained by the Association shall be disbursed to the Association unless Members holding a majority of the total voting power elect to have the proceeds disbursed to the Owners, in which case the proceeds shall be disbursed equally among all the Lots, subject to the rights of the Owners’ respective Mortgagees, after first applying the proceeds to the cost of mitigating hazardous conditions on the property, screening the area from unsightly views, and complying with all the applicable requirements of governmental agencies.

8.6 Condemnation. If any action for condemnation of all or any portion of the Common Area is proposed or threatened by any governmental agency having the right of eminent domain, then, after approval by vote or written consent of Members holding at least fifty-one percent (51%) of the total voting power of the Association and with the consent of the first Mortgagees as may be required herein, the Common Area or a portion of it may be sold and conveyed to the condemning authority by the Association or its designees acting as the attorney-in-fact of all the Owners under an irrevocable power of attorney, which each Owner by accepting a deed to a Lot in the Development grants to the Board, and which shall be coupled with the interest of all other Owners, for a price deemed fair and equitable by the Board. Proceeds of any such sale shall be allocated equally among the Lots and distributed to each Owner and their Mortgagees as their respective interests may appear. If the Common Area or any portion of it is not sold but is instead taken, the award shall be apportioned among the Owners and their respective Mortgagees by the terms of the judgment of condemnation; and if not so apportioned, then the award shall be allocated equally among the Lots and distributed equally to each Owner and their Mortgagees as their respective interests may appear.

Notwithstanding anything herein to the contrary, the Board may elect to retain all or any portion of any condemnation proceeds with the Association’s funds in lieu of distribution.

Article 9

RIGHTS OF MORTGAGEES

9.1 Lender Definitions. Unless the context indicates otherwise, the following terms as used in this Article 9 shall have the definitions contained in this Section 9.1. An “institutional” Mortgagee is a first Mortgagee that is: (i) a federally or state chartered or licensed bank or savings and loan association; (ii) a mortgage company or other entity chartered or licensed under Applicable Laws whose principal business is lending money on the security of real property or investing in such loans; (iii) an insurance company; (iv) a federal or state agency or instrumentality including, without limitation, the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation; or (v) an insurer or governmental guarantor of a first Mortgage including the Federal Housing Administration and the federal Department of Veterans Affairs. A “first Mortgage” or “first Mortgagee” is one having a priority as to all other Mortgages encumbering the same Lot or other portions of the Development.

9.2 Encumbrance. Any Owner may encumber their Lot with a Mortgage or Mortgages.

9.3 Rights of Institutional Mortgagees. Any institutional Mortgagee who obtains title to a Lot pursuant to the remedies provided in the first Mortgage, including judicial foreclosure or nonjudicial foreclosure under a power of sale (but excluding voluntary conveyance to the first Mortgagee), shall take the Lot free of any obligation to pay any assessments that were delinquent as of the date the institutional Mortgagee acquired title to the Lot, including any interest, penalties or late charges in connection therewith. The institutional Mortgagee as Owner of the Lot shall be obligated to pay any assessments Agenda Item #11.1.

Page 263 of 344 ends

ATTACHMENT 3
RWEQ-59650\2920109.11 37 August 22, 2025
that were not delinquent as of the date the institutional Mortgagee took title to the Lot and all future assessments levied against the Lot as long as the institutional Mortgagee remains in title, including any special assessments levied by the Association to raise operating or reserve funds needed because of uncollected delinquent assessments, as long as the special assessment is allocated among all the Lots as provided in Section 5.9.

9.4 Subordination. Any assessment lien established under the provisions of this Declaration is expressly made subject to and subordinate to the rights of any Mortgage that encumbers all or any portion of the Development or any Lot made in good faith and for value and recorded before the recordation of a notice of delinquent assessment. No assessment lien shall in any way defeat, invalidate or impair the obligation or priority of such Mortgage unless the Mortgagee expressly subordinates in writing its interest to such lien. If any Lot is encumbered by a Mortgage made in good faith and for value, the foreclosure of any assessment lien cannot operate to affect or impair the lien of any Mortgage recorded prior to the recordation of the notice of delinquent assessment. Upon the foreclosure of any prior-recorded Mortgage, any lien for delinquent assessment shall be subordinate to the Mortgage lien; and the purchaser at the foreclosure sale shall take title free of the assessment lien. By taking title, the purchaser shall be obligated to pay only assessments or other charges that were not delinquent at the time the purchaser acquired title or that were levied by the Association on or after the date the purchaser acquired title to the Lot. Any subsequently-levied assessments or other charges may include previouslyunpaid assessments, provided all Owners, including the purchaser and its successors and assigns, are required to pay their proportionate share of such unpaid assessments.

9.5 Breaches. No breach of any provision of this Declaration shall invalidate the lien of any Mortgage made in good faith or for value, but all of the covenants, conditions and restrictions shall be binding on any Owner whose title is derived through foreclosure sale, trustee sale or otherwise.

Article 10

AMENDMENTS

10.1 Amendment Before Close of First Sale. Before the close of the first sale of a Lot in the Development to a purchaser other than Declarant or an entity controlled by Declarant, this Declaration may be amended in any respect or rescinded by Declarant by recording an instrument amending or rescinding this Declaration. The amending or rescinding instrument shall make appropriate reference to this Declaration and its amendments and shall be acknowledged and recorded in the county in which the Development is located. For purposes herein, a Person is considered controlled by Declarant if the Declarant holds fifty percent (50%) or more of the capital and profit interests if a partnership or limited liability company, fifty percent (50%) or more of the voting shares if a corporation, and fifty percent (50%) or more of the beneficial interests if a trust.

10.2 Amendment After Close of First Sale. After the close of the first sale of a Lot in the Development to a purchaser other than Declarant or an entity controlled by Declarant, this Declaration may be amended or rescinded in any respect with the vote or written consent of the holders of not less than a majority of the voting rights of each class of Owners or, if a single class of Owners is then in effect, by the vote or written consent of not less than a majority of all votes and a majority of all votes excluding Declarant. If any provision of this Declaration requires a greater or lesser percentage of the voting rights of any class of Owners in order to take affirmative or negative action under such provision, the same percentage of such class or classes of Owners shall be required to amend or revoke such provision.

Also, if the consent or approval of any governmental authority, Mortgagee, Owner or other person, firm, agency or entity is required under this Declaration with respect to any amendment or revocation of any provision of this Declaration, no such amendment or revocation shall become effective unless such consent or approval is obtained. Notwithstanding anything herein to the contrary, any provision in this Declaration that specifically confers rights or benefits on Declarant as the Declarant and not on any other Owner may not be amended or rescinded without the prior written consent of Declarant except as Agenda Item #11.1.

Page 264 of 344 ends

St. Helena City CouncilAugust 26, 2025

St. Helena City Council
August 26, 2025