Agenda packet — American Canyon City Council, October 21, 2025 (part 2 of 3)

A.5.5 SIGNAGE DESIGN GUIDELINES
These guidelines are intended to result in functional,
attractive signage incorporating a high level of design, graphics, and effi cient maintenance throughout the WRSP Area. These signage design guidelines apply to retail,
offi ce and, other commercial uses.

Signs that are unique and refl ective of the industrial history of the site 284
WATSON RANCH SPECIFIC PLAN APPENDIX A - DESIGN GUIDELINES | 169 OCTOBER 2018
A.6 Community Art and
Monumentation
A.6.1 COMMUNITY ARTS PROGRAM
The WRSP strongly supports the inclusion of community
art as an enrichment of the public community space. Art blended with urban design in the NVR&G can add value to the experience of the place. Community art should not only be an individually commissioned pieces, but an attitude towards the elements that make up the public realm as
experienced within a community. Given the unique identity established by the NVR&G, community art can have a
complementary role in energizing and defi ning the spaces.

The NVR&G may include items such as:
• A thoughtful and carefully selected lighting program
that uses fi xtures to establish a character.
• Adding banners and hanging planters or other
All signage within the WRSP Area shall conform to the
specifi c requirements, spirit, and intent of the City of American Canyon code provisions regulating signage,
unless otherwise stated. If there are any inconsistencies between the City of American Canyon regulations and the WRSP, the guidelines in the WRSP will take precedence.

5.5.1 GENERAL SIGN DESIGN GUIDELINES
The building architecture should be designed to
accommodate signage and other graphics as an integral
part of the building design.
• Illuminated signs should be fi xed and directed to
control and avoid light pollution
• Individual letter characters are encouraged.
• Metal signs may be made of aluminum, brass, bronze,
copper, or stainless or welded steel.
• Raised “Halo” letters on building face; pedestrian
oriented blade signs; sculptured cantilevered signs;
non-internally lit signs with lighting from a secondary source; and artistic neon signs backed by building
face or storefront are encouraged.
• Signage is intended to be unique and original for each establishment and executed with a high degree of
craftsmanship.

Community art Infrastructure as art
Art in community gathering spaces
285
170 | APPENDIX A - DESIGN GUIDELINES WATSON RANCH SPECIFIC PLAN OCTOBER 2018
decorative items to lighting fi xtures.
• Special paving to highlight areas within the community of special interest.
• Low walls and seating areas that are designed to
encourage pedestrians to linger and fully experience
a space.
• Landscape architecture elements such as custom
benches, trash receptacles or bike racks
• Rethinking standard infrastructure items such as man
hole covers and tree grates, that typically are “off the shelf” items, but in focal point places, can be created as a custom art piece.
• Incorporating focal points for commissioned permanent or rotating art.
• Preservation of particularly creative graffi ti art on the ruins themselves, or wall space dedicated to shows of
street art.
• Providing small venue spaces for performance art.
• Building facade elements such as mosaics, frescos
and custom iron work.
• A custom wayfi nding/community signage program.
• Interactive fountain or water elements.

Key to the quality of the community environment is
eliminating visual clutter by creating a cohesive program of street furnishings such as trash receptacles, and
newspaper vending fi xtures. These features should be
provided on a community wide basis and are regulated as part of the WRSP.

Community monumentation as art
Creating a sense of place
Community Identifi cation Freestanding tower
286
WATSON RANCH SPECIFIC PLAN APPENDIX A - DESIGN GUIDELINES | 171 OCTOBER 2018
A.6.2 COMMUNITY MONUMENTATION
A cohesive program of community identifi cation, form the community threads which tie all aspects of the community together within the context of varied architecture.

Community monumentation is a strong visual element that defi nes and enhances a community’s special sense of
place. These elements defi ne a district within the greater context of a town. The community’s personality is displayed by these features. The icons of classic communities are traditionally monuments that signalize your arrival and an entry or focal point.
• The palate of identifi cation for the WRSP Area is based upon the free standing monuments that exist as part
of the ruins.
• The monumentation may include pilasters, low walls,
or strategically placed pieces of community art.
• They may also be a focal point created as an element
of a building such as a tower, or a publicly visible
landscape or retaining wall.

The design of the community identifi cation is unique and takes its cues from the ruins. Materials have a permanence to them, complement the architecture of the community or create a counterpoint, and may include materials such as steel or other metals, concrete, tile, brick, stone and glass.

A typical pilaster monument is shown here.

Monumentation locations are identifi ed on the following plan:

A.7 Walls and Fencing
Design Guidelines
A.7.1 GENERAL DESIGN GUIDELINES FOR
WALLS
• Walls and fences are to be minimized to the greatest
extent possible and their design should be complementary to the building architecture. • Site walls should be made of materials complementary
to the building architecture palette.
• Walls, which are located in visually prominent locations, should be decorative and faced with a material such as
stucco or stone.
• Concrete retaining walls should only be used where
necessary for structural and spacial requirements.
• Plantings should be utilized to minimize the visual impact of all retaining walls. • Walls, fencing materials and colors should complement adjacent architecture. Typical fence designs are shown
here.

A.7.2 GENERAL DESIGN GUIDELINES FOR

FENCES, SOUNDWALLS AND VIEW FENCES
• Fences throughout residential landscapes should be
constructed of wood, metal, masonry, or a combination
of these products to maintain the community theme and
provide continuity.
• There are four (4) distinct levels of fencing and walls, such as standard privacy fencing, enhanced privacy
fencing, enhanced soundwalls, and view fences.
• Standard six-foot (6’) high privacy fencing of a ‘good neighbor’ type should be used on all fences located
Combination of Fencing Materials
Traditional residential wood fence
287
172 | APPENDIX A - DESIGN GUIDELINES WATSON RANCH SPECIFIC PLAN OCTOBER 2018
between private lots which are not visible to the public view.
• Fencing should be constructed of weather-resistant
wood products and should have a continuous wood cap
covering the ends of all posts and fence boards.
• All wood fencing should be sealed and stained with
clear fi nish products.

A.7.3 RESIDENTIAL NEIGHBORHOOD FENCING DESIGN GUIDELINES • Enhanced 6’ high privacy fencing should be used on
any fence visible to the public view and should be created using weather-resistant wood products, an enhanced horizontal ‘decorative’ top, a horizontal ‘plain’ bottom, and decorative post caps.
• All wood fencing should be sealed and stained with
clear fi nish products.
• View fences should be located along any property line between public and private property which abut the
public open spaces such as the parks and areas where
landscape views are to be maintained.
• View fences should be 6’ in overall height from fi nish grade and should be constructed primarily using wire
mesh and decorative tubular steel.
• Where no low wall or fence defi nes the front yard, side/ rear fences between homes should be set back at least
eight feet from the fronts of garage.

A.8 Crime Prevention
Through Environmental
Design (CPTED) - Design
Guidelines
CPTED design guidelines should be used during all processes of the design, from initial concept planning to execution and also at all levels, from community wide planning to individual homes.

The four elements of CPTED include:

1. Natural Surveillance
Natural Surveillance is a design concept directed primarily at keeping intruders under observation. It utilizes design features to increase the visibility of a property or building.

The proper placement and design of windows, lighting, and landscaping increases the ability of those who care to observe intruders as well as regular users, and thus provides the opportunity to challenge inappropriate behavior or report it to the police or the property owner. When natural surveillance is used to its greatest advantage, it maximizes the potential to deter crime by making the offender’s behavior more easily noticeable to a passing individual, police patrol, or private security detail.

It also involves providing a good visual connection between residential and/or commercial units and public environments such as streets, common areas, parks, sidewalks, parking areas and alleys.

2. Natural Access Control
Natural access control employs elements like doors, shrubs, fences, and gates to deny admission to a crime target and to create a perception among offenders that there is a risk in selecting the target. The primary thrust of an access control strategy is to deny access to a crime target and to create a perception of risk to offenders. Physical and mechanical means of access control-locks, bars, and alarms can supplement natural access control measures if needed. A fence around a neighborhood playground is an example of an access control measure that protects children from wandering off and inhibits entry of potential offenders.

3. Territorial Reinforcement
Territorial reinforcement employs such design elements as sidewalks, landscaping, and porches to help distinguish between public and private areas and helps users exhibit signs of “ownership” that send “hands off” messages to would-be offenders. The concept of territorial reinforcement suggests that physical design can create or extend a sphere of territorial infl uence and potential offenders perceive that territorial infl uence. For example: low walls, landscape and paving patterns to clearly defi ne the space around a unit entry as belonging to (and the responsibility of ) the residents of the unit.

4. Maintenance
Lastly, care and maintenance allows for the continued use of a space for its intended purpose. Deterioration and blight indicate less concern and control by the intended users of a site and indicate a greater tolerance of disorder. Proper maintenance protects the public health, safety and welfare in all existing structures, residential and nonresidential, and on all existing premises by establishing minimum requirements. 288
WATSON RANCH SPECIFIC PLAN APPENDIX B – GENERAL PLAN CONSISTENCY | 173 OCTOBER 2018

APPENDIX B GENERAL PLAN CONSISTENCY
B.0 General Plan Policy
A “town center” should be established in proximity to the closed basalt plant which functions as the symbolic center of American Canyon. A wide diversity of uses characterized by a high level of activity should be accommodated, including government, retail, offi ce, service, entertainment, housing, and open space. The center should be developed as a pedestrian-oriented village that is physically linked by pedestrian and bicycle trails and other elements to surrounding neighborhoods and districts.

Watson Ranch Specifi c Plan (WRSP) calls for housing, parks and open space, and a non-residential component – the Town Center Mixed Use area (TC-1 MU) also referred to as the Napa Valley Ruins & Gardens (NVR&G), which allows retail, entertainment, hotels, events center for weddings, receptions, farmers’ market, restaurants, winery, wine tasting and related uses. The WRSP also provides a site which would allow public and or private community facilities such as church, day care, non-profi t community-oriented service or government offi ces.

The WRSP will function as the symbolic center of the city due to the following aspects:
• Retention of iconic structures such as the rotunda building. • High level of activity programmed for the TC-1 MU area, including both public and private functions. • WRSP Circulation Plan includes multi-use trails which link TC-1 MU subarea to the remainder of the WRSP, existing residential neighborhoods, and other off-site destinations.

B.1 Land Use Element

1.6.7 Work with local agricultural producers to consider the possible establishment of farmers markets, festivals, site tours, and other events that emphasize the agricultural and rural character of the region. (I 1.23)

1.11.8 Require that any lands proposed for dedication to the City (parks, schools, etc.) be usable and appropriate for the intended use and a source of funds to maintain the area be confi rmed to ensure that inappropriate costs are not shifted to the City. (I 1.1, I 1.2, I 1.4, I 1.5, and I 1.8) Events and festivals open to the public such as a farmers’ market and community gardens are allowable uses for the TC-1 MU area.

The Implementation and Administration (Chapter 9) proposes the establishment of a Community Facilities District (CFD) and/or a Lighting Landscaping Assessment District (LLAD) to pay for the cost of public park maintenance, street lighting and other similar improvements. There will be Homeowners Association (HOA) for the residential portion of the WRSP. The HOA will maintain any private recreational facilities and common areas. See Implementation Chapter for fi nancing information.

1.12.1 Accommodate the development of parks, schools, libraries, community meeting facilities, religious facilities, and similar community-serving uses in all residential areas, provided that they are compatible with the intended residential function and subject to City review and approval. (I 1.1, I 1.2, I 1.4. I 1.5, and I 1.8)

1.15.4 Require that mixed use structures and sites be designed to mitigate potential confl icts between the commercial and residential uses, considering such issues as noise, lighting, security, and truck and automobile access. (I 1.1, I 1.4,I 1.5, 1.11, and 1.14)

1.15.5 Require that mixed-use developments be designed to provide adequate transitions with adjacent land uses, which may include horizontal and vertical setbacks, landscape, screening elements, and similar techniques. (I 1.1, I 1.4,I 1.5, 1.11, and 1.14)
289
174 | APPENDIX B – GENERAL PLAN CONSISTENCY WATSON RANCH SPECIFIC PLAN OCTOBER 2018

1.18.4 Require that entertainment, drinking
establishments, and other uses characterized by high
levels of activity provide adequate physical, safety, and operational measures to prevent negative impacts on
adjacent properties. (I 1.1, I 1.4, I 1.5, I 1.11, and I 1.12)

1.19 Provide for the development of a Town Center that
physically and functionally serves as the symbolic and
identifi able focus of community activities and events
for the City of American Canyon and which is a regional destination within Napa Valley. The Town Center shall
have two principal land use areas: (s) Town Center Core Area, and (b) Town Center Residential Neighborhoods.

The Town Center Core Area shall mean the area around
the basalt industrial ruins which will be developed
with the land uses described in Policy 1.19.2 below to
create a the residential areas portion of Town Center
that surrounds the Town Center Core Area, which shall
be developed with land uses described in 1.19.4 below
The WRSP designates land for public parks. Other
community facilities which may be developed as day care or other community facilities are allowable uses in the NVR&G.

While the TC-1 MU Land Use Category provides a list of
allowable uses and development standards, the precise
nature and intensity of such uses cannot be determined at the time of consideration of the WRSP.

While the NVR&G section provides a list of allowable
uses and development standards, the precise nature and
intensity of such uses cannot be determined at the time of consideration of the WRSP.

Potential confl icts between residential and commercial uses will be addressed in the context of subsequent approval when there is a specifi c development proposal.

The WRSP has two sub-areas: (1) Watson Ranch Residential and (2) NVR&G. The Watson Ranch Residential provides
residential neighborhoods surrounding the nonresidential uses in the NVR&G subarea. The allowable uses and the
proposed public improvements within the NVR&G:
• Provide a focal point for community activities in the Quarry Pond Park and Plaza
• Functions as a regional destination with such
allowed uses as a hotel, winery, and specialty retail
and events center.

1.19.1 Ensure that the Town Center shall have two
principal land use areas: (a) Town Center Core Area,
and (b) Town Center Residential Neighborhood.

1.19.2 Require that the Town Center Core Area will
be the “downtown” for the City of American Canyon,
centered around the basalt industrial ruins and quarry
lake, including:
a. A rich diversity of land uses which may include
government and community services, retail commercial,
professional offi ces, entertainment, restaurants,
cultural facilities (museums, libraries, etc.), visitorserving facilities (hotels, information centers), event center/conference center, wineries, transit, parking,
variety of housing types including single family
attached and detached, townhouses, condominiums,
mixed-use and apartments, and public park and other
amenities;
b. A plaza to facilitate community gatherings and events

1.19.3 Require that the Town Center Core Area
is surrounded by the Town Center Residential
Neighborhoods in order to satisfy the City’s need for
housing and to support the economic vitality of the
commercial uses within the Town Center Core Area.

1.19.4 Provide for a broad range of housing types
within the Town Center Residential Neighborhoods,
including single family detached, attached single family, townhouses, condominiums, and apartments
The WRSP consists of two principal land use areas. The
Town Center Mixed Use area (NVR&G) corresponds to
the Town Center Core Area. The remainder of the WRSP
consists of residential uses, corresponding to the Town Center Residential Neighborhoods.

The TC-1 MU area provides for a diverse range of land uses.

The land uses allowed include: specialty retail, restaurants, hotel, event center, wine tasting, winery, brewery, parking, open space and public park. This subarea land uses also include a variety of live/work residential.

The plan for the TC-1 MU area includes the provision of a 1 to 2 acre public plaza with an adjoining site for a community center.

The WRSP residential areas surround the TC-1 MU area
(corresponding to the Town Center Core Area). Higher
density uses are located more proximal to the TC-1 MU area and located to the south east and west. The densities
then transition to lower densities moving away from the TC-1 MU to the north. The WRSP provides for a broad range
of housing types including single family detached, attached single family, townhouses, condominiums, and apartments.

1.19.5 Require that the Town Center Residential
Neighborhoods provide sites for a public park and a
public school, with the size of facilities corresponding 290
WATSON RANCH SPECIFIC PLAN CHAPTER 9 - APPENDIX B – GENERAL PLAN CONSISTENCY | 175 OCTOBER 2018
to the future population of the Town Center and which
may allow community facilities that support residences

1.19.6 Provide for the extension of Newell Drive, which will defi ne the eastern boundary of the Town Center,
connecting with Highway 29 in the vicinity of Green
Island Road and for the extension of South Napa
Junction Road from Highway 29 to Newell Drive.

1.19.7 Determine the location of land uses within the
Town Center through the subsequent approval of one
or more Specifi c Plans.

1.19.8 Determine the range of residential densities
allowed through the subsequent approval of one or
more Specifi c Plans, with the guiding principle that,
in general, densities will be highest around the Town
Center Core Area with decreasing density further away

1.19.9 Determine the range of intensities of nonresidential uses, as measured in building height and/ or fl oor area ratio, through the subsequent approval of one or more Specifi c Plans, with the guiding principle that in general, intensity will be highest around the
Town Center Core Area with decreasing intensity
further away.

1.19.10 Provide for unifi ed design standards and a
cohesive development through the adoption of one or
more Specifi c Plans for the Town Center
The WRSP provides for approximately 23.26 acres of public parks and an elementary school site. The acreage of
the public parks exceeds to the City’s park land dedication policy of 5 acres of public park land per 1000 residents. The school site will accommodate an elementary school which could serve up to 600 students. The projected number of elementary students within the WRSP is 374.

The WRSP provides an alignment for Newell Drive along
the eastern boundary of the property. The alignment is
consistent with the Circulation Element depiction. This alignment is within the boundary of the WRSP and within the existing city limits.

The WRSP determines the location of land uses within the entire area designated by the City’s General Plan as “Town Center”.

The WRSP provides for three residential density categories:
low density, medium density and high density.

The land plan shows that medium and high density areas
are immediately around or within the NVR&G. The low
density residential is generally further from the
NVR&G Area.

Chapter 4 contains a description of the range of
non-residential uses within the WRSP. Appendix A
contains design guidelines for WRSP.

1.19.11 Ensure that the Town Center is a
sustainable, “green” development through the
implementation of low impact development
practices, highlighted in Appendix A. Such
features could include:
a. use of recycled water for landscape irrigation
b. use of drought tolerant vegetation
c. energy effi cient buildings
d. pedestrian and bicycle circulation system
e. mix of land uses which reduce travel

1.19.12 Require that the Town Center Core
Area provide a pedestrian-oriented, “village
environment, including a plaza as a gathering
place for community activities.

1.19.13 Require the implementation of public
streetscape improvements that uniquely
identify the Town Center, including elements
such as landscape, street furniture, signage,
and lighting; public street sections may vary
from citywide standards in order to create this
unique identity.

1.19.14 Require that development of Town Center
incorporate the natural and cultural resources
on site including:
a. preserving portions of the basalt industrial
ruins and incorporating them into the
commercial and public activities, to the extent it
is economically viable;
b. preserving the quarry lake as a future public
park site, for the benefi t of both Town Center
residents and the residents of the City as a
whole;
• The WRSP details out low impact
development practices, outlined in
Appendix A.
• Requires use of recycled water for
landscape irrigation for major park and
arterial landscape parkways.
291
176 | APPENDIX B – GENERAL PLAN CONSISTENCY WATSON RANCH SPECIFIC PLAN OCTOBER 2018
• Includes use of drought tolerant landscaping.
• Energy effi cient homes, including the following
menu of features or options.
• Includes an extensive system of neighborhood
multi-use paths (pedestrian and bicycle) which links
neighborhoods with parks, schools and commercial
areas; in addition, the local paths will connect with
two regional trails – Vine Trail and River to Ridge
Trail.
• Features a mix of land uses including residential,
school, parks, and commercial areas which will
reduce automobile travel.

Residential neighborhoods within the WRSP are linked
to the NVR&G Area through a system of multi-use
trails. The NVR&G Area will include public gathering space such as a plaza which will accommodate gatherings for
community events.

WRSP design guidelines, as contained in Appendix A,
provide unique standards for the NVR&G Area.

A substantial portion of ruins will be activated, as described in the Reuse and Preservation Plan (Appendix C); those
preserved portions will be incorporated into commercial and public activities.

The Quarry Pond will be preserved and the surrounding
area will be dedicated to the city and improved as a public park.

Development Policy: Community Subarea M – Town
Center
Uses/Density:
• Location and types of land uses, residential
densities and non-residential intensities shall
be determined through approval of subsequent
Specifi c Plan(s) (1.19.7)
Design and Development:
• WRSP required prior to development of any
portion of the site (including land use plan,
circulation plan, infrastructure plan, public
facility plan, conceptual landscape plan, and
similar elements) (1.19.10)
• Adherence to Town Center Design and
Development Principles sections 1.19.10-

1.19.14 • Create a “main street” design in the commercial portion of the Town Center Core Area with such
items as on-street parking, plaza and buildings
constructed to the right-of-way line (1.19.12)
• Incorporate pedestrian and bicycle circulation
linkages to the Community Commercial Center
along Rio Del Mar
• Provide view corridors to the Napa River, valley,
and foothills
• Encourage the retention and integration of
existing structures previously used for the
basalt plant operations
• Town Center Core Area will be centered around
the basalt industrial ruins and quarry lake; this
mixed-use area will have higher residential
densities and higher intensity of non-residential
uses; Residential Neighborhoods will surround
the Core Area and will generally have lower
residential densities and will include community
facilities such as a park
The WRSP identifi es Land Uses, a range of residential
densities and describes non-residential uses and densities.

WRSP is being proposed in advance of development of the area.

The circulation plan calls for a pedestrian and bike trail along Rio Del Mar to Highway 29.

A substantial portions of ruins will be preserved and reused in accordance with the Preservation and Reuse Plan (Appendix C).

WRSP calls for Medium and High Density residential
surrounding core area.

1.32.5 Require the use of drought-tolerant species in
landscape design in accordance with the provisions of
the Water Conservation and Landscape Act. (I 1.1, I 1.2, I 1.4, I 1.5, I 1.7, and I 1.8)

1.32.6 Require that commercial, industrial, and multifamily residential development incorporate adequate drought-conscious irrigation systems and maintain the
health of the landscape. (I 1.1, I 1.2, I 1.4, I 1.5, I 1.7, and I 1.8)
The Design Guidelines in the WRSP address landscape
design and the use of drought-tolerant species.

The WRSP Master Landscape Plan requires uses of
drought-tolerant species.
292
WATSON RANCH SPECIFIC PLAN CHAPTER 9 - APPENDIX B – GENERAL PLAN CONSISTENCY | 177 OCTOBER 2018
B.2 Housing Element
PROGRAM 2.1.2
Sustain residential land use designations that:

1. Include a minimum density for each
designation’s range of permitted densities.

2. Allow fl exibility in the types of units that may
be constructed in master-planned communities
and other planned developments.

3. Include a density category that, when combined
with an affordable housing density bonus,
is suffi ciently high enough to facilitate the
development of lower-income housing.

The residential portion of WRSP provides three density
categories: LDR. MDR, and HDR. Each density category
has a minimum and maximum density as defi ned by the
City’s General Plan.

WRSP will be a master planned community. It provides
fl exibility in the types of housing units as follows:
• Medium Density Residential allows single family
detached, single family attached and townhouses
• High Density Residential allows both apartments
and townhomes
• The Implementation Chapter 9 allows a density
transfer, which means the redistribution of
residential units from one planning area to another,
under specifi ed procedures and criteria
The High Density Residential has a density range of 18 to 30 dwelling units per acre
Policy 2.2.1 Allow fl exibility in the type of units
developed on vacant, residentially designated
properties in master-planned communities and other
planned developments.

Policy 2.2.2 Require larger projects to include a mix of housing types
Policy 2.2.3 Encourage the development of residential
uses in association with compatible nonresidential
uses
Objective 2.3 Promote residential design that is
functional, people and pedestrian-oriented, aesthetically pleasing, and contributes to a sense of community
through the sensitive arrangement of buildings, open
space (public and private), and circulation (vehicular
and pedestrian). Encourage innovative and creative
design in residential projects
Policy 2.3.1 Ensure that new residential development
fulfi lls the above objective through the establishment and application of comprehensive design guidelines
and development standards.

Objective 2.6 Expand the availability of affordable
housing in American Canyon
WRSP will be a master planned community. It provides
fl exibility in the types of housing units as follows: Low Density Residential allows both single family detached and secondary living units
Medium Density Residential allows single family detached, single family attached and townhouses High Density
Residential allows both apartments and townhomes
The Implementation Chapter 9 allows a density transfer, which means the redistribution of residential units from one planning area to another, under specifi ed procedures and criteria.

WRSP allows a broad range of housing types including
single family attached, single family detached, townhomes, apartments, condominiums, and secondary living units.

WRSP proposed residential uses in conjunction with
nonresidential uses.

The WRSP Circulation Plan provides an extensive system
of multi-use trails linking the plan area and providing connections to regional trails. WRSP provides approximately 36 acres of public and private open space.

WRSP contains comprehensive design guidelines and
development standards
WRSP does not call for the construction affordable housing within the project boundaries.

PROGRAM 2.13.1 Require all residential projects of
ten or more above moderate-income units to include
affordable units
The intent of the Inclusionary Alternatives is to provide options for developers while still meeting the City’s
affordable housing demand. Alternatives to providing
on-site inclusionary units are 1) the provision of the
units at an acceptable off-site location or 2) payment
of in-lieu fees to the City’s Housing Fund, to be used
in the provision of housing affordable to lower-income
households, or 3) the dedication of suitable land to the City for future inclusionary units, or 4) if the project exceeds its required inclusionary amount, the project
owner may request inclusionary credits be counted
toward another project subject to the approval of the
City Manager
293
178 | APPENDIX B – GENERAL PLAN CONSISTENCY WATSON RANCH SPECIFIC PLAN OCTOBER 2018
Included within Zoning Code Chapter 19.28 Inclusionary
Housing Requirements is Section 19.28.050,
Inclusionary Alternatives. Subsection B.2. states:

Provided, however, that the following alternatives to
providing inclusionary units on-site may be approved
by the decision-making body if it fi nds that evidence
presented by the applicant shows that on-site
inclusionary units are infeasible due to project size,
location or site characteristics, or that the alternative would further housing opportunities for lower-income
households to an equal or greater extent: The provision of some or all of the required inclusionary units at an offsite location.

The payment of an in-lieu contribution to the City equal to $10,250.00 per unit in an ownership project. (The inlieu contribution alternative is not available to rental projects.)
All fees shall be updated annually to adjust for market conditions.

Dedication of suitable land can be accepted as a
substitute for payment of fees
The WRSP proposes that project will comply with the
Inclusionary Housing Ordinance through payment of an inlieu fee or its fi nancial equivalent.

B.3 Economic
Development
Town Center Development
The City currently does not have a Town Center.

Designation of the basalt plant area to be a government center and a commercial core will provide at least one
stimulus for further development in the long term.

3.6.2 Provide and promote opportunities for uses which
capitalize on the City’s proximity to the wine country
and the airport, as well as take advantage of the
City’s natural resources. Consider tourist- supported
commercial activities, such as a wine train depot,
winery outlets, hotel, and golf course. (1 3.6

3.7.1 Adopt a Specifi c Plan for the Highway 29
commercial corridor and Town Center to guide future
developments. Provide for a cohesive urban design
which creates and maintains an attractive image to
ensure that the City captures its full potential share of market demand. (I 3.1)
Objective 3.8 In the long term, improve and strengthen
the City’s identity though the creation of a Town Center as a principal government and commercial center.

3.8.5 Encourage the development of uses in the
designated Town Center area (e.g., theater complex,
auditorium, cultural entertainment, dining, retail, or
other) that would draw residents, promote foot traffi c and provide evening activity. (I 3, 6)
The NVR&G provides for a variety of commercial uses
within the NVR&G Area.

The NVR&G provides for commercial uses in and around
the ruins of the Portland Cement Company structures
and basalt plant structures. These structures provide a unique environment for specialty retail, wineries, special events and entertainment. Development of this unique
property assists in establishing the City’s identify and image.

The allowable uses within the NVR&G includes several
regional (tourist-oriented) uses such as hotel, events
center for weddings and receptions, winery and specialty retail.

The WRSP is the specifi c plan for the Town Center area.

It will include design guidelines to ensure a cohesive and attractive design.

The NVR&G Area corresponds to the Town Center Core
Area in the General Plan. It is planned as a mixed-use
area where government uses are an allowable use.

The uses allowed in the NVR&G include uses that generate activity such as: specialty retail, events center for weddings and receptions, winery, brewery, hotel, restaurants, farmers market and outdoor amphitheater for entertainment.

B.4 Circulation Element
Achieve and maintain a Multimodal LOS D or better for
roadways and intersections during peak hours where
possible and as long as possible. However, recognizing
that LOS D may not be achievable or cannot be
maintained upon full build-out of the General Plan, due to traffi c generated from sources beyond the control
of the City, the City Council shall have the discretion to only require feasible mitigation measures that may
not achieve LOS D, but will reduce the impact of any
development use or density planned for in the Land
Use Element of the General Plan.
294
WATSON RANCH SPECIFIC PLAN CHAPTER 9 - APPENDIX B – GENERAL PLAN CONSISTENCY | 179 OCTOBER 2018

1.24 Impacts of new development. Based upon the
fi ndings of a transportation impact analysis, consistent with Guiding Policy 1.26, new development will be
responsible for mitigation of transportation related
impacts.

1.34 Rights-of-Way fully within master plan boundaries.

Planning areas shall not use roadway centerlines
as boundaries. Roadways shall be built to their full
width within the annexed City limits. Part- width roads shall not be permitted where master plan areas abut
unincorporated properties that are not expected to
be annexed to the City within the time frame of this
General Plan. Road rights-of-way that demarcate the
edge of a planning area shall be fully contained within the development area boundary, and expanded only
within that boundary.

4.10 New railroad crossings. Provide new crossings
across the railroad (UPRR) in conjunction with the
planned roadway improvements shown on Figure

An Environmental Impact Report will be prepared by the
City prior to its consideration of WRSP. A determination of the LOS will be made through the EIR process.

New development shall mitigate its share of transportationrelated impacts.

The alignment for Newell Drive extension is proposed
along the eastern boundary of the WRSP. The proposed
roadway is entirely within the city limits and entirely within the boundary of the WRSP.

The WRSP incorporates a below grade crossing at Rio
Del Mar connecting Highway 29 with Newell Drive. This
will ensure a cross town connection without interruption by the rail activity. Construction would occur with the fi rst phase of the development within WRSP.

B.5 Utilities Element

5.8.1 Require improvements to the existing water
supply, distribution, storage, and treatment facilities necessitated by a new development proposal be borne
by the project proponent (in proportion to benefi t);
either through the payment of fees, or by the actual
construction of the improvements. (I5.2, I 5.8, and I 5.9)

5.10.3 Require that adequate storm drain and fl ood
control facilities be constructed coincident with new
development. (I 5, 24, 15,25, and I 5.33)

5.11. Require improvements to existing storm drain
and fl ood control facilities necessitated by a new
development proposal be borne by the project
proponent; either through the payment of fees, or by the actual construction of the improvements in accordance
with State Nexus Legislation. (I 5.30, I 5.31, and I 5.33)

5.16.1 Require that the cost for improvements to the
existing wastewater collection and treatment facilities necessitated by a new development proposal be borne
by the project proponent in proportion to benefi t;
either through the payment of fees, or by the actual
construction of the improvements. (I 5.51 and I 5.52)
The Infrastructure Chapter of WRSP identifi es the
improvements for water distribution, storage and treatment necessary to serve the proposed development. A Water
Supply Assessment will be prepared in conjunction with
the EIR. The WRSP states new development will not occur until the City determines there is suffi cient water supply.

New development with WRSP will make a proportionate
contribution to the City’s water distribution, storage and treatment facilities.

The Infrastructure Chapter of WRSP identifi es the storm water detention and conveyance facilities needed to serve the development. The WRSP states that appropriate
storm water detention and conveyance facilities shall
be constructed with each phase of development. These
facilities will be designed and constructed to accommodate a 100-year storm event.

New development with WRSP will make a proportionate
contribution to the City’s wastewater collection and
treatment facilities.

B.6 Public Services and
Facilities

6.1.1 Work with the Napa Valley Unifi ed School District to ensure that school facilities and programs are
expanded commensurate with the City’s population
growth and development. (I 6.1 and I 6.2)
The WRSP Land Plan designates a 10-acre site for an
elementary school. That the timing and scope of the
elementary school facility shall be determined through
a subsequent School Mitigation Agreement, between
295
180 | APPENDIX B – GENERAL PLAN CONSISTENCY WATSON RANCH SPECIFIC PLAN OCTOBER 2018
the property owner(s) and the Napa Valley Unifi ed
School District

6.1.13 Locate preschool and day care facilities in
appropriate areas throughout the City to meet the needs of a growing population. Require master planned areas
to designate sites for daycare facilities. (16.1 and I 6.4) The WRSP Land Plan includes the Town Center Mixed Use
(TC-1 MU) area (NVR&G) where allowable uses include
community facilities such as a community center site,
preschool and day care uses.

B.7 Parks and
Recreation

7.1.1 Provide a suffi cient number of mini, neighborhood, community and regional park facilities to achieve a
minimum standard of 5 acres of parkland per 1,000
residents (see Figure 5-1 and Table 5-1 for an illustration and explanation of existing park facilities). (I 7.1)

7.1.3 Work toward the establishment of a system of
public parks interconnected by off-street trails or
bicycle lanes. (I 7.1 and I 7.4

7.2.5 Require all large scale developments to
incorporate an internal trail system with linkages to the surrounding sidewalk network. (I 7.7)
The WRSP Land Use Program allows for a maximum of
1253 dwelling units. Using the 3.49 persons per dwelling unit fi gure in the City’s General Plan, the project would have 4373 residents. At 5 acres per 1000 residents, the standard for parkland for the WRSP is 21.9 acres. The WRSP Land
Plan designates approximately 23.26 acres for public park and open space uses, exceeding the City standard.

As shown on Figure 5.1 of WRSP, the public parks are
connected by a series of multi-use trails.

As shown on Figure 5.1 of WRSP, there is an internal
system of multi-use trails which connect neighborhoods
with public parks, commercial areas and regional trails.

7.3.1 Establish the following classifi cations for
American Canyon’s parks:
a. Mini-Park-Mini parks are less than one acre in size
and are not designed for active recreational uses. They do, however, provide passive open space and buffering
from adjacent urban development and typically include
elements such as walking paths and benches.
b. Neighborhood Park Neighborhood parks are usually
two and a half to fi ve acres in size and are primarily planned for children fi ve to fourteen years of age. To maximize the use of the parcel, these parks are ideally located within the center of a neighborhood and sited
adjacent to a school whenever possible. Recreation
facilities typically provided in neighborhood parks
include children’s play areas (ideally equipped with a
variety of play equipment for a range of users), picnic tables, and basketball courts. The service area for a
neighborhood park is generally one-quarter to a onehalf mile radius.

7.4.4 Require that adequate development and
maintenance funds are available before new parklands
are acquired. (I 7.24)

7.4.7 Require that new residential subdivisions dedicate parklands within their project boundaries, unless it is the City’s objective to develop a park that serves the
subdivision at an alternative location as specifi ed in the Parks and Recreation Master Plan, in which case in-lieu fees shall be provided by the developer. (/7.1 and I 7.3)

7.4.8 Require that new multi-family residential
developments of fi ve or more units provide recreational or open space facilities onsite and contribute fees that aid in the public development of other facilities to
offset additional demands generated by their resident
population. (/7.1 and i 7.3)
The WRSP Land Plan shows three large parks which serve
the WRSP community. Park B is in the approximate center of WRSP and is adjacent to a public elementary school. The type of recreational facilities and recreational uses within each park will be determined through City approval of a conceptual park plan concurrent with a tentative subdivision map.

The parks within WRSP will be dedicated and improved by the project for fee credits. That policy also requires that public parks be maintained through a Lighting Landscaping Assessment District, which must be established concurrently with fi nal subdivision map approval.

The dedication of park land shall occur through the City’s approval of fi nal subdivision maps.

The Development Standards require multifamily residential development to include private open space at a ratio
of 80 square feet per dwelling unit and 150 square feet of common open space per dwelling unit. The common
open space would provide for recreational and open space facilities onsite.
296
WATSON RANCH SPECIFIC PLAN CHAPTER 9 - APPENDIX B – GENERAL PLAN CONSISTENCY | 181 OCTOBER 2018

7.7.4 Design and improve community and neighborhood
parks according to the following:
a. locate on collector or neighborhood streets,
accessible to adjacent residential neighborhoods;
b. site uses so that they do not adversely impact
adjacent residencies (e.g. locate high activity, noisegenerating uses away from residencies); c. provide parking so that it does not disrupt abutting residences;
d. design for defensible space;
e. site parks away from high noise generators
(highways) and other nuisances (i.e. power lines); and
f. incorporate park landscape that is compatible with
the landscape of adjacent areas. (I 7.4, 1 7.5, and 1 7.28) As shown on the Land Plan, all public parks are located on collector or neighborhood streets and accessible to
surrounding residential neighborhoods.

Landscaping within the parks should support the overall character of the Watson Ranch Community as defi ned by
the Design Guidelines.

B.8 Natural & Historic/
Cultural Element
Goal 8E To promote the preservation and restoration of
the sites, structures and districts that have architectural, historical, archaeological and/or cultural signifi cance to the City of American Canyon.

Objective 8.19 Ensure that the City’s historically and
archaeologically signifi cant resources are protected in a manner that preserves and/or enhances the resources’
inherent historic value,
WRSP includes a Preservation and Reuse Plan which
identifi es those structures within the ruins for preservation, the manner of preservation and re-use plan.

Policies

8.19.1 Conduct a comprehensive survey of
archaeological and cultural resources and historic
vegetation that is based on established criteria and
encompasses the entire City and its Sphere of Infl uence. (I 8.40)

8.19.2 Adopt a Preservation Ordinance that will
authorize the City to designate appropriate vegetation
or archaeological sites deemed to be of historic,
archaeological, or cultural signifi cance an American
Canyon City Historic Point, Site or District. Such an
ordinance shall conform to state and federal criteria for establishing a preservation ordinance. (I 8.5, I 8.48, and I 8.49)

8.19.4 Though the design review process, encourage
compatibility between new development and existing
adjacent historic structures in terms of scale, massing, building materials and general architectural treatment. (J 8.29)

8.20.4 Prohibit demolitions if other alternatives exist that enable a property owner to sensitively add to
the existing structure, or develop an accompanying
building on the site that allows property development
rights to be realized. Variances of setbacks, heights
and parking requirements should be given to make the
preservation of an existing historic building feasible
when no other reasonable alternative exists. (J 8.49)

The City has not established criteria or conducted an
archaeological and cultural resources survey for the city and its Sphere of Infl uence. An archaeological survey was prepared by ESA (dated 4/2006). Further assessment will be included in the EIR. The evaluation of the resources onsite will be evaluated in accordance with applicable
State and federal criteria and guidelines.

The City has not adopted a Preservation Ordinance.

The Preservation and Reuse Plan is included in the WRSP.

8.13.1 Encourage the preservation of agricultural
297
182 | APPENDIX B – GENERAL PLAN CONSISTENCY WATSON RANCH SPECIFIC PLAN OCTOBER 2018
uses on the City’s periphery through the creation of a
permanent greenbelt. (I 8.11, I 8.17, r 8.26, I 8.28, and I

8.41)
Through the initiative process, the City has adopted a Urban Limit Line (“ULL”), as part of its General Plan. In accordance with the provisions of that initiative, no urban development may occur outside the ULL. The term of the initiative remain in effect until January 1, 2030.

B.9 Geology Element

9.4.1 Require the determination of the landslide, slope instability, and erosion potential of all proposed
development sites with a grade of 10 percent or
greater and incorporate pertinent measures in the
project design to mitigate this potential. Exceptions to these mitigation requirements shall be considered for
agricultural areas. (I 9.1, I 9.6, I 9.25, 19.27, and I 9.28)

9.4.3 Prohibit the mass grading of slopes with a grade
of 25 percent or greater and development on slopes
with a grade of 50 percent or greater. For projects
built upon slopes with a grade of between 15 and 25
percent, cluster the units and reduce overall density
in accordance with Natural/Cultural Resources Policy

8.18.2. (I 9.1 and 19.2)
A preliminary geotechnical study shall be prepared in
conjunction with the WRSP EIR. The study evaluates the
potential for landslides, slope instability and erosion and proposes mitigation measures. Development shall comply
with any adopted mitigation measures in accordance with the Mitigation Monitoring and Reporting Program.

Development in WRSP is on land with a slope less than
15%.

B.10 Flood Hazards
Element

10.1.4 Ensure that storm water drainage is designed
for peak fl ow conditions. (I 10.1)
All storm water detention and conveyance facilities within the WRSP are designed to accommodate a 100- year
storm event.

B.11 Noise Element
Airport Vicinity Land Use Compatibility Criteria Land
Use Zone E (Figure 11-2): Prohibited Uses: Noisesensitive outdoor uses Other Development Conditions: Overfl ight easement or
deed notice required Examples of Normally Acceptable
Uses: Any permitted use
Examples of Uses not Normally Acceptable:
• Amphitheaters
• Landfi lls
• Ponds
• Airport Land Use Zone E

7. Maximum residential densities in accordance with
local adopted General Plans and zoning designations.

Consideration should be given to the proximity of fl ight patterns, frequency of overfl ight, terrain conditions, and type of aircraft in determining acceptable locations of residential uses. Referral to the ALUC for review of development plans prior to approval is recommended.

Objective 11.6 Minimize the potentially adverse noise
impacts associated with the development of mixed-use
structures in which residential units are located above ground fl oor commercial uses.

Policies 11.6.1 Require that the commercial component
of a mixed-use project not generate excessive noise. (I

11.9)

11.9.1 Require that entertainment and restaurant/bar
uses take appropriate steps to control the activities of their patrons onsite, as well as within a reasonable and legally justifi ed distance from the place of business, to minimize potential noise-related impacts on adjacent
residential neighborhoods. (I 11.11)
The WRSP will be submitted to ALUC for review and a
conformance determination with the Airport Land Use Plan.

A Residential Compatibility Plan shall be prepared prior to approval of nonresidential development; noise standards and noise mitigation measures are included in that Plan.

11.9.2 Discourage the development of new nightclubs,
discotheques, and other high noise-generating
entertainment uses directly adjacent to any residential neighborhoods, residential dwelling units, schools,
health care facilities, or other “noise-sensitive” land uses, unless it is demonstrated that adequate measures
can be installed and employed by these establishments
to adequately mitigate the potential impacts of onsite
operations and/or offsite customer activities upon
these areas. (I 11.8)
298
299
300
I llllf 111111 1111111111 llll Ill Ill 11111 1111111111 1111111111 1111111111111 2019-0013806
Recorded
Official Record!.'
Cour,ty of RECORDING FEES EXEMPT N1Jpa

PURSUANT TO GOVERNMENT
CODE SECTION 27383
JOHN TUTfUR
A:.~e!:~or-Recorder-Co.
12:43PM 19-,.lul-2019

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

CITY CLERK ·

CITY OF AMERICAN CANYON
4381 BROADWAY STREET, SUITE 201
AMERICAN CANYON, CA 94503

DEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF AMERICAN CANYON,
AND

AMERICAN CANYON I, LLC,

REGARDING
THE AC-1 PROPERTY AND PROJECT
REC FEE O.OQ
CC1-CONFORMED C 1.IJO
J\1.1

Page 1 of 106 ends

1 301

DEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF AMERICAN CANYON,
AND

AMERICAN CANYON I, LLC,

REGARDING
THE AC-1 PROPERTY AND PROJECT©
This Development Agreement ("Development Agreement"), dated this I 8th day of July, 2019 ("Effective Date," described further below), is entered into by and between the City of American Canyon, a California municipal corporation ("City"), and American Canyon I, LLC, a Delaware Limited Liability Company ("AC-1") (AC-I is also referred to in this Development Agreement as "Developer"), pursuant to section 65864 et seq. of the Government Code of the State of California, and pursuant to City's police powers under Article XI, section 7 of the California Constitution. City and Developer are, from time to time, hereinafter referred to in this Development Agreement individually as a "Party" and collectively as the "Parties." NOW, THEREFORE, on the basis of the following facts, understandings and intentions of the Parties, and in consideration of the mutual covenants and promises contained herein and other considerations, the value and adequacy of which is hereby acknowledged, the Parties hereby agree as follows:

RECITALS
A. The preceding Preamble is true and correct, is a part of this Development Agreement, and the terms defined in the Preamble are used throughout this Development Agreement.

B. To strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic risk of development, the Legislature of the State of California adopted Government Code sections 65864 et seq. ("Development Agreement Statute"), which authorizes the City to enter into a development agreement with any person having a legal or equitable interest in real property providing for the development of that property and establishing certain development rights in the property. This Development Agreement has been drafted and processed pursuant to the Development Agreement Statute.

C. In 2010, AC-1 and City entered into a Memorandum of Understanding ("2010 MOU") which sought to summarize certain assumptions of the Parties regarding the future preparation of a development proposal for that property described in Attachment A to the 2010 MOU ( comprised of certain lands in the corporate boundaries of the City owned by the Newell family ("Newell Property") (any reference in this Development Agreement to the "Newell Property" shall mean and include all or any portion of the in-City Newell Property), and certain lands owned by AC-I ("AC-1 Property" or "Property"). Both the Newell Property and the AC1 Property are contained within the "Watson Ranch Specific Plan," as both properties are illustrated in Exhibit A to this Development Agreement. The Newell Property secured City approval, and subsequent recordation, of a subdivision map ("Newell Parcel Map") ( creating the 2 Copyright © 2019 by Michael Patrick Durkee. All rights reserved. No portion of this Development Agreement may be reproduced, stored for retrieval or used or reused in any form or by any means, electronic, mechanical or otherwise, without the prior written consent of Michael Patrick Durkee. 302 in-City portion referred to in this Development Agreement as the Newell Property), and dedicating certain roadway rights-of-way to the City. However, only the AC-1 Property is the subject of this Development Agreement. The Watson Ranch Specific Plan also includes "Zoning" regulations and criteria. The Specific Plan and its included Zoning are collectively referred to in this Development Agreement as the "Watson Ranch Specific Plan" and/or the "Specific Plan." As part of the preparation and adoption of the Specific Plan, a related "General Plan Amendment" was prepared. Thereafter, a Specific Plan/Zoning amendment and corresponding General Plan amendment were adopted by the City in June 2019 to slightly move certain Land Use Designations and to confirm available Project access points. Therefore, any reference in this Development Agreement to the "Watson Ranch Specific Plan" and/or the "Specific Plan" shall mean and include that subsequent Specific Plan/Zoning amendment, and any reference in this Development Agreement to the "General Plan Amendment" shall mean and include that subsequent General Plan amendment. As set forth in Recital paragraph F (below) of this Development Agreement, the Watson Ranch Specific Plan, Zoning regulations and criteria, and related General Plan Amendment are included in this Development Agreement's reference to the "Existing Approvals."
D. The 2010 MOU anticipated the preparation of the Specific Plan, the review of the Specific Plan and all other approvals needed for the development of the Property and the belowdescribed Projectpursuant to the California Environmental Quality Act (Pub. Res. Code§§ 21000 et seq.) and its Guidelines (California Code of Regulations, Title 14 §§ 15000, et seq.), as each is amended from time to time ("CEQA"). and through an Environmental Impact Report prepared on the Project ("Project EIR"), the funding of those efforts by Developer, the entering into negotiations for a statutory Development Agreement by and between the Parties regarding the Project, and the preparation of a mutually acceptable Term Sheet and Major Milestone Schedule for preparing and completing those Project approvals. The Term Sheet and Project Schedule Agreement was approved by the City on January 16, 2018. This Development Agreement is a product of the Term Sheet and Project Schedule Agreement and the further negotiations by and between the Parties.

E. The planning, development, construction, operation and maintenance of the proposed uses of the Property (implemented through the Project Approvals) are collectively referred to in this Development Agreement as the "Project," which Project is more particularly described in, and reviewed and analyzed by, the Project EIR, prepared in conjunction with the General Plan Amendment, Specific Plan, Zoning and other Project Approvals. In accordance with CEQA, City certified as adequate and complete the Project EIR. The City has determined that no additional environmental review is necessary in connection with its consideration, approval and execution of this Development Agreement. Any reference in this Development Agreement to the "Project" shall mean and include the "Property," and any reference in this Development Agreement to the "Property" shall mean and include the "Project." F. As of the execution of this Development Agreement by the Parties, various land use regulations, entitlements, grants, conditions, permits, and other "Project Approvals have been adopted, issued, and/or granted by City relating to the Project ( collectively, "Existing Approvals"), including without limitation, all of the following:
3 303

1. Project EIR.

2. General Plan Amendment.

3. Specific Plan.

4. Zoning.

5. Twenty-four-lot vesting tentative map ("Large Lot Vesting Tentative Map").

G. Throughout the public planning process, including the Specific Plan process, the Developer has exhibited a willingness to provide roadways, open space, public and civic places, schools, trails, parks and other public benefits in excess of that which the City could otherwise require under controlling law, including without limitation, the provision of school-related accommodations substantially in excess of statutory requirements, the dedication and improvement of in excess of 50 acres of open space and parks, including a two-acre community plaza and community center site, the adaptive reuse of the Portland Cement Company ruins to a mixed-use "town center," and the investment ofinfrastructure substantially in excess of what could be required of the Project under controlling law. These Project benefits provide the consideration for this Development Agreement, including without limitation, the Fees Credits, City Contribution, reimbursements, and other provisions set forth in this Development Agreement.

Therefore, to ensure that such benefits are properly secured by City, and to ensure, in return, that Developer has the ability to develop the Project as planned and approved, this Development Agreement provides Developer with a vested right to complete the Project subject and pursuant only to the "Applicable Law" that this Development Agreement describes, and to which this Development Agreement binds the Parties. Through this Development Agreement, "Existing City Laws" (defined herein) and the Existing Approvals are vested into by City and by Developer, and "Subsequent Approvals" ( defined herein) regarding the Project are later vested into and included in this Development Agreement, and its Applicable Law, provided such Subsequent Approvals are processed pursuant to this Development Agreement's requirements (e.g., processed pursuant to controlling California law (including CEQA, planning law, and Development Agreement Statute compliance), have secured approval of the Parties, are adopted by City, etc.). The Existing Approvals and such Subsequent Approvals are collectively referred to in this Development Agreement as the "Project Approvals."
H. On October 4, 2018, following a duly noticed and conducted public hearing, the Planning Commission of the City ("Planning Commission"), the hearing body for purposes of the Development Agreement Statute, adopted Resolutions that affirmed CEQA compliance for this Development Agreement, adopted findings that this Development Agreement is consistent with the City's General Plan (as amended by the "General Plan Amendment"), Specific Plan and other Existing Approvals, and recommended that this Development Agreement be approved by the City Council.

I. On June 4, 2019, following a duly noticed and conducted public hearing, the "City Council" of City introduced and conducted the first reading of Ordinance No. 2019-06, an ordinance that affirms CEQA compliance, that adopts findings that this Development Agreement 4 304
is consistent with the City's General Plan, Specific Plan and other Existing Approvals, that approves this Development Agreement, and that directs this Development Agreement's execution by City ("Approving Ordinance"). The City conducted the second reading of the Approving Ordinance and adopted the Approving Ordinance on June 18, 2019 ("Adoption Date"), and the Approving Ordinance became effective thirty (30) days later on July 18, 2019 (the Effective Date of this Development Agreement).

1.01 Definitions.

ARTICLE 1

DEFINITIONS AND TERM
(a) The following terms, phrases, and words are used in this Development Agreement and shall have the meanings set forth in this Section, unless otherwise indicated by this Development Agreement.
(1) "2010 MOU" shall have that meaning set forth in Recital paragraph C of this Development Agreement.
(2) "AC-1" shall have that meaning set forth in the preamble of this Development Agreement, and likewise means "Developer" as used in this Development Agreement.
(3) "Acquisition Agreement" shall have that meaning set forth in Section 2.08 of this Development Agreement.
(4) "AD" shall have that meaning set forth in Section 2.08 of this Development Agreement.
(5) "Administrative Amendment" shall have that meaning set forth in Section 3.02 of this Development Agreement.
(6) "Adobe Lumber Agreement" shall have that meaning set forth in Section 2.09 of this Development Agreement.
(7) "Adoption Date" shall have that meaning set forth in Recital paragraph I of this Development Agreement.
(8) "Affordable by Design" shall have that meaning set forth m Section 2.07 of this Development Agreement.
(9) "Affordable Housing Agreement" shall have that meaning set forth in Sections 2.07 of this Development Agreement.
(10) "Aggregate Tax Burden" shall have that meaning set forth in Section 2.08 of this Development Agreement.
5 305
(11) "Alternative Project Finance Mechanism Agency" shall have that meaning set forth in Section 2.08 of this Development Agreement. (12) "Annual City Payment" shall have that meaning set forth m Section 2.08 of this Development Agreement.
(13) "Annual Review" shall have that meaning set forth in Section 4.02 of this Development Agreement.
(14) "Applicable Law" shall have that meaning set forth in Recital paragraph G and Section 2.01 of this Development Agreement. (15) "Approving Ordinance" shall have that meaning set forth m Recital paragraph I of this Development Agreement.
(16) "Assessment District" or "AD" shall have that meaning set forth in Section 2.08 of this Development Agreement.
(17) "Assignee" shall have that meaning set forth in Article 4 of this Development Agreement.
(18) "Assignment" shall have that meaning set forth in Article 4 of this Development Agreement.
(19) "Assignment Agreement" shall have that meaning set forth in Article 4 and Section 2.09 of this Development Agreement. (20) "At-Grade Rio Del Mar" shall mean the collective total of "AtGrade Rio Del Mar Segment 1," "At-Grade Rio Del Mar Segment 2," "At-Grade Rio Del Mar Segment 3," "At-Grade Rio Del Mar Segment 4," "At-Grade Rio Del Mar Segment 5," and "At-Grade Rio Del Mar Railroad Crossing Segment," as set forth in Section 2.07 of this Development Agreement.
(21) "At-Grade Rio Del Mar Segment 1" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(22) "At-Grade Rio Del Mar Segment 2" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(23) "At-Grade Rio Del Mar Segment 3" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(24) "At-Grade Rio Del Mar Segment 4" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(25) "At-Grade Rio Del Mar Segment 5" shall have that meaning set forth in Section 2.07 of this Development Agreement.
6 306
(26) "At-Grade Rio Del Mar Railroad Crossing Segment" shall have that meaning set forth in Section 2.07 of this Development Agreement (27) "Bonds" shall have that meaning set forth in Section 2.08 of this Development Agreement.
(28) "Caltrans" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(29) "Certificate of Occupancy" shall mean a certificate issued or final inspection approved by City authorizing use and occupancy of a project structure. (30) "CEQA" shall have that meaning set forth in Recital paragraph D of this Development Agreement.
(31) "CFD" shall have that meaning set forth in Section 2.08 of this Development Agreement.
(32) "Chosen Law" shall have that meaning set forth in Section 2.01 and in Section 2.03 of this Development Agreement.
(33) "City" shall mean the City of American Canyon, as set forth in the Preamble of this Development Agreement.
(34) "City Contribution" shall have that meaning set forth in Section

2.08 of this Development Agreement.
(35) "City Council" shall mean the City Council of City, as set forth in the Preamble and Recital paragraph I of this Development Agreement. (36) "City Determination" shall have that meaning set forth m Section 2.03 of this Development Agreement.
(37) "City Impact Fees" shall have that meaning set forth m Section 2.07 of this Development Agreement.
(38) "City Manager" shall have that-meaning set forth in Section 3.02 of this Development Agreement.
(39) "City Precursors" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(40) "City Response" shall have that meaning set forth in Section 2.03 of this Development Agreement.
(41) "Community Plaza and Community Center Site" shall have that meaning set forth in Section 2.07 of this Development Agreement. 7 307
(42) "Conditions of Approval" shall have that meaning set forth in Section 2.09 of this Development Agreement.
(43) "Construction Codes" shall have that meamng set forth m Section 2.01 of this Development Agreement.
(44) "Consultant" or "Consultants" shall have that meaning set forth in Section 2.04 of this Development Agreement.
(45) "Density Bonus" shall mean and include any and all residential density bonuses allowed under controlling California, federal, regional, and local law, as amended. ( 46) "Developer" shall have that meaning set forth in the Preamble of this Development Agreement, and, subject to Article 4 of this Development Agreement, shall include its successors and assigns.
(47) "Developer's Newell Drive Obligations" shall have that meaning set forth in Section 2.07 of this Development Agreement. (48) "Development Agreement" shall mean this Development Agreement, as set forth in the Preamble of this Development Agreement. (49) "Development Agreement Statute" shall have that meaning set forth in Recital paragraph B of this Development Agreement. (50) "Developer's At-Grade Rio Del Mar Segment 1 Costs" shall have that meaning set forth in Section 2.07 ofthis Development Agreement. (51) "Developer's At-Grade Rio Del Mar Segment 2 Costs" shall have that meaning set forth in Section 2.07 of this Development Agreement. (52) "Effective Date" shall have that meaning set forth in the Preamble and Recital paragraph I of this Development Agreement.
(53) "Engineer's Report" shall have that meaning set forth m Section 2.08 of this Development Agreement.
(54) "Equivalent Total Funds" shall have that meaning set forth in Section 2.08 of this Development Agreement.
(55) "Estoppel Certificate" shall have that meaning set forth m Section 4.05 of this Development Agreement.
(56) "Existing Approvals" shall have that meaning set forth in Recital paragraph F of this Development Agreement.
8 308
(57) "Existing City Laws" shall have that meaning set forth in Recital paragraph G of this Development Agreement and Section 2.0l(a)(4) of this Development Agreement.
(58) "Finance Mechanism(s)" shall mean and include "Project Finance Mechanism(s)", and both shall have that meaning set forth throughout this Development Agreement, including without limitation, Sections 2.04, and 2.08 of this Development Agreement. (59) "Force Majeure Event" shall have that meaning set forth in Section 4.03(a) of this Development Agreement.
(60) "Funding Sources" shall have that meamng set forth m Section 2.08 of this Development Agreement.
(61) "General Plan" means the General Plan of the City of American Canyon, as amended by the General Plan Amendment, including text and maps. (62) "General Plan Amendment" shall have that meaning set forth in Recital paragraph C of this Development Agreement.
(63) "Good Faith and Fair and Expeditious Dealing" shall have that meaning set forth in Section 2.04 of this Development Agreement. (64) "Grade-Separated Rio Del Mar" shall mean the collective total of "Grade-Separated Rio Del Mar Segment A," "Grade-Separated Rio Del Mar Segment B," "Grade-Separated Rio Del Mar Segment C," "Grade-Separated Rio Del Mar Segment D, "Grade-Separated Rio Del Mar Segment E," and the "Grade-Separated Rio Del Mar Railroad Crossing Segment, as set forth in Section 2.07 of this Development Agreement (65) "Grade-Separated Rio Del Mar Segment A" shall have that meaning set forth in Section 2.07 of this Development Agreement. (66) "Grade-Separated Rio Del Mar Segment B" shall have that meaning set forth in Section 2.07 of this Development Agreement. (67) "Grade-Separated Rio Del Mar Segment C" shall have that meaning set forth in Section 2.07 of this Development Agreement. (68) "Grade-Separated Rio Del Mar Segment D" shall have that meaning set forth in Section 2.07 of this Development Agreement. (69) "Grade-Separated Rio Del Mar Segment E" shall have that meaning set forth in Section 2.07 of this Development Agreement. (70) "Grade-Separated Railroad Crossing Segment" shall have that meaning set forth in Section 2.07 of this Development Agreement. 9 309
(71) "Hotel" shall mean that Hotel that is included in the area known as the "Napa Valley Ruins & Gardens," as set forth in Section 2.07 of this Development Agreement, and as further defined and set forth in the Watson Ranch Specific Plan. (72) "Improvement Area" shall have that meaning set forth m Section 2.08 of this Development Agreement.
(73) "Inspection Fees" shall have that meaning set forth in Sections 2.01 and 2.07 of this Development Agreement.
(74) "Large Lot Vesting Tentative Map" shall have that meaning set forth in Recital paragraph F of this Development Agreement. (75) "Legal Effect" shall mean that the ordinance, resolution, permit, license or other grant of approval in question ( collectively, "permit") has been adopted by City and become effective under law, and that the permit has not been overturned or otherwise rendered without legal and/or equitable force and effect by a court of competent jurisdiction. (76) "Loop Road Improvements" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(77) "Loop Road Segment 1" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(78) "Loop Road Segment 2" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(79) "Loop Road Segment 3" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(80) "Lot 14" shall have that meaning set forth in Section 2.06 of this Development Agreement.
(81) "Lot 15" shall have that meaning set forth in Section 2.06 of this Development Agreement.
(82) "Master Backbone Infrastructure" or "MBI" shall have that meaning set forth in Section 2.07 of this Development Agreement. (83) "Master Conditions List" shall have that meaning set forth in Section 2.09 of this Development Agreement.
(84) "Master Subdivision Improvement Agreement" and/or "Master SIA" shall have that meaning set forth in Section 2.09 of this Development Agreement. (85) "Measure T Funding Equivalent Set-Aside" shall have that meaning set forth in Section 2.07 of this Development Agreement. 310
(86) "Meet and Confer Period" shall have that meaning set forth in Section 2.03 of this Development Agreement.
(87) "Mello-Roos Community Facilities District" or "CFD" shall have that meaning set forth in Section 2.08 of this Development Agreement. (88) "Municipal Code" shall mean the City of American Canyon Municipal Code.
(89) "Napa Valley Ruins & Gardens" (also "NRVG") shall have that meaning set forth in Section 2.07 of this Development Agreement, and as further defined and set forth in the Watson Ranch Specific Plan (see, for example, Figure 3.3 of the Specific Plan) . . (90) "Napa Valley Vine Trail" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(91) "Newell Drive Segment 1" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(92) "Newell Drive Segment 2" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(93) "Newell Drive Segment 3" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(94) "Newell Drive Segment 4" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(95) "Newell Drive Segment 5" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(96) "Newell Parcel Map" shall have that meaning set forth in Recital paragraph C of this Development Agreement
(97) "Newell Property" shall have that meaning set forth in Recital paragraph C of this Development Agreement.
(98) "New City Law(s)" shall have that meaning set forth in Section 2.03 of this Development Agreement.
(99) "Notice of Intended Imposition of New Law(s)" shall have that meaning set forth in Section 2.03 of this Development Agreement. (100) "Objection to New City Law(s)" shall have that meaning set forth in Section 2.03 of this Development Agreement.
(101) "Operating Memoranda" shall have that meaning set forth in Section 3.03 of this Development Agreement.
11 311
(102) "Park A" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(103) "Park B" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(104) "Party" and "Parties" shall have that meaning set forth in the Preamble of this Development Agreement, and, subject to Article 4 of this Development Agreement, shall include its successors and assigns.
(105) "Phase" shall have that meaning set forth in Section 2.09 of this Development Agreement.
(106) "Phase SIA" shall have that meaning set forth in Section 2.09 of this Development Agreement.
(107) "Planning Commission" shall mean the Planning Commission for the City, as set forth in Recital paragraph H of this Development Agreement. (108) "Portion" shall have that meaning set forth in Article 4 of this Development Agreement.
(109) "Principal Payment Date" shall have that meaning set forth in Section 2.08 of this Development Agreement.
(110) "Processing Agreement" shall have that meaning set forth in Sections 2.04 of this Development Agreement.
(111) "Processing Fee(s)" shall have that meaning generally set forth in Sections 2.01, 2.04, and 2.07 of this Development Agreement, and whether or not mentioned, shall be subject to the specifics set forth in Section 2.07 of this Development Agreement. (112) "Project" shall have that meaning set forth in Recital paragraph E of this Development Agreement.
(113) "Project Approvals" shall have that meaning set forth in Recital paragraph G and Section 2.01 of this Development Agreement. The term Project Approvals appears throughout this Development Agreement.
(114) "Project CEQA Compliance" shall have that meaning set forth in Section 2.04 of this Development Agreement.
(115) "Project Debt" shall have that meaning set forth in Section 2.08 of this Development Agreement.
(116) "Project EIR" shall have that meaning set forth in Recital paragraph D of this Development Agreement.
12 312
(117) "Project Finance Mechanism(s)" shall mean and include "Finance Mechanism(s )," and both shall have that meaning set forth throughout this Development Agreement, including without limitation, Sections 2.04, and 2.08 of this Development Agreement.
(118) "Project Finance Mechanism(s) Funding Sources" or "Funding Sources" shall have that meaning set forth in Section 2.08 of this Development Agreement. (119) "Property" shall have that meaning set forth in Recital paragraph C of this Development Agreement.
(120) "Public Improvements" shall have that meaning set forth m Section 2.08 of this Development Agreement.
(121) "PUC" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(122) "Quarry Lake Park" shall have that meaning set forth m Section 2.07 of this Development Agreement.
(123) "Rate and Method of Apportionment of Special Taxes" or "RMA" shall have that meaning set forth in Section 2.08 of this Development Agreement. (124) "Relevant Parties" shall have that meaning set forth m Section 2.04 of this Development Agreement.
(125) "Remainder Taxes" shall have that meaning set forth m Section 2.08 of this Development Agreement.
(126) "Remainder Taxes Project Account" shall have that meaning set forth in Section 2.08 of this Development Agreement.
(127) "Repayment Period" shall have that meaning set forth m Section 2.08 of this Development Agreement.
(128) "Required New City Law(s)" shall have that meaning set forth in Section 2.03(e) of this Development Agreement.
(129) "Residential Owner Unit" shall have that meaning set forth in Section 1.02 of this Development Agreement.
(130) "Resolution Process" shall have that meaning set forth in Section

2.03 of this Development Agreement.
(131) "RMA" shall have that meaning set forth in Section 2.08 of this Development Agreement.
13 313
(132) "Rolling Hills Drive Improvements" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(133) "Second Notice" shall have that meaning set forth in Section 4.05 of this Development Agreement.
(134) "Services CFD Amount" shall have that meaning set forth in Section 2.08 of this Development Agreement.
(135) "Special Tax Requirement for Services" shall have that meaning set forth in Section 2.08 of this Development Agreement. (136) "South Napa Junction" shall have that meaning set forth m Section 2.07 of this Development Agreement.
(137) "South Napa Junction Railroad Crossing Segment" shall have that meaning set forth in Section 2.07 of this Development Agreement. (138) "South Napa Junction Segment 1" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(139) "South Napa Junction Segment 2" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(140) "South Napa Junction Segment 3" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(141) "South Napa Junction Segment 4" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(142) "South Napa Junction Segment 5" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(143) "Special Tax Rate" shall have that meaning set forth m Section 2.08 of this Development Agreement.
(144) "Specific Plan" shall mean the Watson Ranch Specific Plan, as further set forth in Recital paragraph C of this Development Agreement. (145) "SR 29/Rio Del Mar Tie-In" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(146) "SR 29/South Napa Junction Tie-In" shall have that meaning set forth in Section 2.07 of this Development Agreement.
(147) "Subdivision Document" shall have that meaning set forth in Section 1.02 of this Development Agreement.
14 314
(148) "Subdivision Map Act" means that legislation set forth m California Government Code Sections 66410 et seq., as amended. (149) "Subsequent Approvals" ( each referred to individually as a "Subsequent Approval") shall have that meaning set forth in Recital paragraph G and Section

2.01 of this Development Agreement, and shall likewise mean those permits, entitlements, approvals, or other grants of authority ( and all text, terms and conditions of approval related thereto), that may be necessary or desirable for the development of the Project, that are sought by Developer, that are granted by City on or after the Effective Date of this Development Agreement, and that comply with Section 2.0l(a)(3) of this Development Agreement. Subsequent Approvals include without limitation new permits, entitlements, approvals, or other grants of authority ( and all text, terms and conditions of approval related thereto), as well as amendments to Existing Approvals.
(150) "Tender" shall have that meaning set forth in Section 4.04 of this Development Agreement.
(151) "Term" shall have that meaning set forth in Section 1.02 of this Development Agreement.
(152) "Third Party Challenge" shall have that meaning set forth in Sections 1.02 and 4.04 of this Development Agreement.
(153) "User Fees" shall have that meaning set forth in Section 2.01 of this Development Agreement.
(154) "Vesting Map" shall have that meaning set forth in Section 1.03 of this Development Agreement.
(155) "Watson Ranch Specific Plan" shall have that meaning set forth in Recital paragraph C of this Development Agreement.
(156) "Zero Water Footprint Agreement" shall have that meaning set forth in Sections 2.07 and 2.09 of this Development Agreement. (157) "Zoning" shall have that meaning set forth in Recital paragraph C of this Development Agreement.
(b) To the extent that any defined terms contained in this Development Agreement are not defined above, then such terms shall have the meaning otherwise ascribed to them in this Development Agreement and/or Existing City Laws. In the event of a conflict between the meaning given to such terms by this Development Agreement and the meaning given to such terms by Existing City Laws, the meaning given to such terms by this Development Agreement shall control over such other meaning otherwise ascribed to them by Existing City Laws. 15 315

1.02 Term.
(a) This Development Agreement shall become effective on the Effective Date (the effective date of the Approving Ordinance), which for the purposes of this Development Agreement is July 18, 2019, as set forth in this Development Agreement. (b) Term of this Development Agreement and Related Issues. (1) The "Term" of this Development Agreement shall generally be thirty (30) years and one (1) day, and more specifically, the Term shall commence upon August 18, 2019 (the Effective Date) and shall continue until, and then terminate upon, 12:01 a.m., Friday, August 20, 2049, unless this Development Agreement is otherwise terminated, modified, or extended as to all or any portion of the Project (and Property) as provided in this Development Agreement.
(2) Following the expiration of the Term of this Development Agreement or any extension thereof, or if sooner terminated, this Development Agreement shall have no force and effect; provided, however, that in no event shall the expiration or termination of this Development Agreement affect or limit, without further action of City, any right then held by Developer under any Project Approvals.
(3) While this Development Agreement shall remain in place and controlling for the Term for the remainder of the Project (and Property), unless otherwise terminated under the controlling terms and conditions of this Development, this Development Agreement shall terminate and be null and void as relates to each individual residential unit ( and each such new owner of such residential unit) for which, and at such time as, all of the following qualifying events occur. Such residential unit(s) for which such qualifying events occur is referred to as a "Residential Owner Unit" in this Development Agreement. (A) The qualifying events that create a "Residential Owner Unit" are:
(i) City has issued the last permit necessary for such
residential unit to be sold to the new owner and for the new residential owner to take ownership possession of the residential unit;
(ii) The new residential unit owner is someone other than the Developer ( and other than Developer's Assignees under this Development Agreement); and
(iii) The new residential unit owner becomes the actual residential unit owner and has in fact taken possession of the individual residential unit as an owner.
(B) Therefore, upon a Residential Owner Unit occurring, such Residential Owner Unit shall not have the protections of this Development Agreement and the vested right to the Applicable Law it provides, with the following exception:
16 316
(i) A new residential parcel tax, or other New City law, shall apply to such Residential Owner Unit if and only if such new residential parcel tax and/or New City Law applies on a City-wide basis to all then-existing residential parcels; and/or
(ii) Such new residential parcel tax and/or New City Law does not impair or impede or prohibit any existing or future Project Finance Mechanisms(s) under this Development Agreement regarding such Residential Owner Unit(s).
(c) If any "Third Party Challenge" (as defined and described in Section 4.04 of this Development Agreement) proceeding affecting this Development Agreement, the Property, the Project, or any Project Approvals, is filed, then the Term of this Development Agreement shall be extended automatically (without any further action of the Parties required) for that period of time commencing from the date of the filing of such Third Party Challenge until the date of the later of the dismissal, resolution, settlement, and/or entry of a final judgment (including all appeals) regarding such Third Party Challenge. However, the filing of any Third Party Challenge( s) against City and/or Developer shall not allow or justify City delaying or stopping the processing of, and/or issuance of, any Project Approvals, unless City is expressly enjoined or otherwise expressly ordered by a court of competent jurisdiction to delay or stop the processing of, and/or issuance of, any Project Approvals. Additionally, no Party shall stipulate to the issuance of any such court order unless all Relevant Parties (City and Developer and/or that successor to Developer whose portion of the Project is at issue) mutually agree to such stipulation. ( d) Any subdivision improvement agreement entered into by and between Developer and City pursuant to the Subdivision Map Act or other State or local regulation shall have a term of no shorter than two (2) years from execution of such subdivision improvement agreement and shall allow for extensions.
(e) Except as provided in Section 2.07 of this Development Agreement requiring the recordation of the final map relating to the Large Lot Vesting Tentative Map within 90 days of the Effective Date of this Development Agreement, pursuant to the controlling provisions of the "Subdivision Map Act" and this Development Agreement, in addition to any and all other extensions available under the Subdivision Map Act, the term of any tentative map, vesting tentative map, tentative parcel map, vesting tentative parcel map, final map or vesting final maps, or any new such map or any amendment to any such map, or any re-subdivision ( collectively referred to in this Development Agreement as a "Subdivision Document") relating to the Project shall automatically be extended to and until the later of the following:
(1) The Term of this Development Agreement; and/or
(2) The end of the term or life that any such Subdivision Document is otherwise given pursuant to the Subdivision Map Act or local regulation not in conflict with the Subdivision Map Act.
(f) Generally, the term of any non-Subdivision Map Act approval is nonetheless tied to the life of the Subdivision Map Act approvals by controlling law. Therefore, 17 317
under this Development Agreement, the term or life of any and all Project Approvals, including without limitation, all development plans, development permits, architectural design, or other permits, grants, agreements, approvals or entitlements for the general development of all or any part of the Project and Property ( collectively, "Permit" or "Permits") shall automatically be extended to and until the later of the following:
(1) The Term of this Development Agreement; and/or,
(2) The end of the term or life that any Subdivision Document is given pursuant to the Subdivision Map Act or local regulation not in conflict with the Subdivision Map Act (as set forth in subdivision (e) of this Section); and/or (3) The term or life given the Permit itself.

1.03 Controlling Nature of this Development Agreement.
(a) During the Term of this Development Agreement, or while this Development Agreement is otherwise in legal effect as relates to any portion of the Project (Property), all of the following shall apply:
(1) This Development Agreement shall provide and shall control over any and all other claims of vested rights of the Project (and Property) by either Party. For example, if a conflict is presented between the vested rights provided under this Development Agreement and the vested rights provided under some other Project Approval (such ·as a vesting tentative map), the vested rights provided by this Development Agreement shall prevail and control over any and all other vested rights the Project (Property) and/or Party or Parties might otherwise hold or claim.
(2) The vested rights provided by this Development Agreement shall terminate as provided by this Development Agreement. However, if this Development Agreement terminates for any reason prior to an assertion regarding the expiration of vested rights otherwise given under the Subdivision Map Act to any vesting tentative map, vesting parcel map, vesting final map or any other type of vesting map on the Property ( or any portion of the Property) (collectively, "Vesting Map"), such termination of this Development Agreement shall invoke Section l .03(b) below.
(b) Consistent with the forgoing, when this Development Agreement terminates or otherwise loses its legal effect as relates to any portion of the Project (Property) subject to a Vesting Map, such Vesting Map shall give Developer the right to proceed with development under such City laws in effect on such date that this Development Agreement terminates or is otherwise of no legal effect on that portion of the Project (Property) that is subject to such Vesting Map, and such vested rights shall last for the life (term) given to such Vesting Map pursuant to the then-applicable Subdivision Map Act.
18 318

2.01 Applicable Law.

ARTICLE2

APPLICABLE LAW
(a) As used in this Development Agreement, "Applicable Law" shall exclusively mean all of the following:
(1) The terms and conditions of this Development Agreement. (2) The Existing Approvals, including without limitation, the Project EIR, the General Plan Amendment, the Watson Ranch Specific Plan (and included Zoning), and the Large Lot Vesting Tentative Map.
(3) The Subsequent Approvals, when granted, provided such Subsequent Approvals are:
(A) Processed pursuant to controlling law;
(B) Mutually agreed to by City and Developer for whose
Property ( or portion thereof) the Subsequent Approval is sought; (C) Adopted by the City; and
(D) Take Legal Effect.
(4) "Existing City Laws," which, for the purposes of this Development Agreement, shall mean and include the City rules, regulations, ordinances, policies, standards, specifications, minute orders, motions, agreements, practices and standard operating procedures, taxes, and Impact Fees of City (whether adopted by the City Council, the Planning Commission, the City staff, consultants or the voters of the City), including without limitation, those set forth in the City's General Plan, existing certified EIRs, the American Canyon Municipal Code (including Standard Plans, Standard Specifications, Design Standards, and relevant Public Facility Master Plans), all of which are existing and in effect on December 31, 2017, and all other City laws that relate to or specify the permitted uses ofland or improvements, the cost of taxes and Impact Fees, and the density or intensity of use that are existing and in effect on December 31, 201 7 (collectively, "Existing City Laws"). Any City law after December 31, 2017 shall be considered a "New City Law." However, notwithstanding the foregoing, the Applicable Law shall include a New City Law that adopts a new transient occupancy tax, provided that such new transient occupancy tax applies on a City-wide basis to both all then-existing hotels and all future hotels within the City. Such new transient occupancy tax generated from the Project shall be subject to the Section 2.08(b) ("City Contribution") requirements of this Development Agreement.

Further, notwithstanding the foregoing, the Applicable Law shall also include any new City Law that adopts a new sales tax increase adopted by City, provided that such new sales tax increase applies on a City-wide basis to all then-existing and all future retail sales within the City. Such new sales tax generated from the Project shall be subject to the Section 2.08(b) ("City Contribution") requirements of this Development Agreement. Otherwise, except as provided in 19 319
this Development Agreement, no New City Law shall apply to the Project during the Term of this Development Agreement.
(5) The City processing fee(s) and the City's "User Fees" (an example of User Fees is set forth in City's 2018-2019 Table Bl for User Fees) relating to the processing, review, and approval of applications for Project Approvals shall collectively be considered "Processing Fees" for the purposes of this Development Agreement), and are addressed in Section

2.07 of this Development Agreement. In addition to Processing Fees, Developer shall pay to City "Inspection Fees," as more specifically addressed in Section 2.07 of this Development Agreement. "City Impact Fees" shall not be considered "Processing Fees" or "Inspection Fees" for the purposes of this Development Agreement.
(6) The California Building Code (as may be modified by City), and all other State-adopted construction, fire and other codes, including "Green Codes" (as all may be modified by City) applicable to improvements, structures and development, and the applicable version or revision of said codes by local City action ( collectively referred to as "Construction Codes") in place at that time (date) that building plans subject to such Construction Codes are submitted by Developer to City for a Subsequent Approval, provided that such Construction Codes have been adopted by City and are in effect on a Citywide basis. (7) The "Required New City Law(s)," as set forth in and controlled by Section 2.03(e) of this Development Agreement.
(8) The "New City Law( s)" that Developer elects to be subject to pursuant to Section 2.03(a) of this Development Agreement. As also provided below, once Developer elects to be subject to such a New City Law ("Chosen Law"), such Chosen Law shall become part of the Applicable Law, and Developer shall not be able to later decide otherwise, although Developer shall be able to elect to be subject to a New City Law that changes the earlier Chosen Law that Developer elected to be subject to.
(b) In the event of any conflict between any of subparts (1), (2), (3), ( 4), (5), (6), (7), and (8) of subdivision (a) of this Section 2.01 (above), the hierarchical order of authority shall be subpart (1) first, then subpart (2), then subpart (3), then subpart (4), then subpart (5), then subpart (6), then subpart (7), and then subpart (8).

2.02 Vested Right to Applicable Law.
(a) During the Term of this Development Agreement, Developer shall have the vested right to develop the Project and Property subject only to, and in accordance only with, the Applicable Law.
(b) During the Term of this Development Agreement, City's regulation of the Project (Property) and its development, including without limitation, any discretion exercised by City on any and all Project Approval(s), shall occur pursuant to, and in accordance with, only the Applicable Law.
( c) Under this Development Agreement, the Applicable Law shall be an expanding body oflaw, such as, for example, when Subsequent Approvals are granted by City (in 20 320
the future), and/or when Developer determines, in Developer's sole and exclusive discretion, to become subject to a New City Law pursuant to this Development Agreement.

2.03 New City Law(s).
(a) Any City ordinance, resolution, minute order, rule, motion, policy, standard, specification, condition of approval, agreements, practices and standard operating procedures, taxes, and/or Impact Fees of City (whether adopted by the City Council, the Planning Commission, the City staff, consultants, or the voters/electorate of the City), including without limitation, those set forth in the City's General Plan, existing certified EIRs, the American Canyon Municipal Code (including Standard Plans, Standard Specifications, Design Standards, and relevant Public Facility Master Plans), all of which are existing and in effect after December 31, 2017, and all other City laws that relate to or specify the permitted uses ofland or improvements, and the density or intensity of use that is not part of the Applicable Law and that takes Legal Effect after December 31, 2017, is hereby referred to in this Development Agreement as a "New City Law(s)." A New City Law shall generally be deemed to be in conflict with this Development Agreement if it is not expressly made part of the Applicable Law by this Development Agreement. Additionally, a New City Law shall be deemed to be in conflict with this Development Agreement ( and the Applicable Law it describes) if the application of the New City Law to the Project would accomplish any of the below-listed results, either by specific reference to the Project ( or Property) or as part of a general enactment which affects or applies to the Project (or Property). The following list is intended as an example list, is inclusive (not exclusive), and is not limited to allow non-listed New City Laws that are deemed to be in conflict with this Development Agreement and the Applicable Law it describes or to allow non-listed New City Laws that impair and/or reduce the development rights provided by this Development Agreement:
(1) New City Laws that change any land use designation or permitted use of the Project (Property) allowed by the Applicable Law or limit or reduce the density or intensity of the Project (or Property) or any part thereof, or otherwise require any reduction in the total number of residential dwelling units or non-residential building units, uses, square footage, floor area ratio, size, height or number of buildings, or other improvements otherwise allowed by the Applicable Law.
(2) New City Laws that limit, control, or otherwise regulate the availability of public or private utilities, services, or facilities otherwise allowed by the Applicable Law, including without limitation, water, wastewater, storm water, gas, electricity, telecommunications, roadways, access points, schools, parks, trails, and/or other public and private improvements of the Project.
(3) New City Laws that limit, control, or otherwise regulate the rate, timing, phasing or sequencing of the approval, development, or construction of all or any part of the Project (or Property) in any manner, or take any action or refrain from taking any action that results in Developer having to substantially delay construction of the Project on the Property or require the acquisition of additional permits or approvals by the City or other public agency other than those required by the Applicable Law.
21 321
( 4) New City Laws that limit or control the location of buildings, structures, grading, access, roadways, schools, parks, trails, and/or other public and private improvements of the Project in a manner that is inconsistent with or more restrictive than the limitations in the Applicable Law (including Project Approvals). (5) New City Laws that limit the processing and/or timing of Project Approvals.
(6) New City Laws that impose any hourly wage, salary, work pay or other worker-compensation-related regulation or policy on the Project not agreed to by Developer. (7) New City Laws that impose any rent control.
(8) Except as allowed by this Development Agreement, New City Laws that impose any City law, ordinance, fee, tax, regulation not in force and effect on December 31, 2017, except those required by state and/or federal law and/or by state and/or federal courts. (b) The following "Resolution Process" shall apply regarding New City Laws the City is considering applying to the Project (Property) and shall also apply to all other sections of this Development Agreement. When this Section (with its Resolution Process) is applied to other section(s) of this Development Agreement, then this section and its requirements shall be interpreted and implemented to reflect the topic addressed by such other section( s) of this Development Agreement (when invoking the Resolution Process set forth in this Section 2.03(b) of this Development Agreement). For example, if Developer objects pursuant to Section 2.04(h), including without limitation, to a Consultant invoice, the manner in which City and/or a Consultant are performing, and/or any other reason pursuant to Section 2.04(h) of this Development Agreement, then the Resolution Process may be started by either Party: by City sending written notice to Developer of City's position through the below-described "Notice of Intended Imposition of New Law(s)" and the process that follows, and/or by Developer through the below-described Objection to New City Law(s)" and the process that follows, etc. In this way, the Parties shall first seek resolution under the Resolution Process set forth in this Development Agreement before commencing litigation. Except as set forth in subdivision (b)(4) below, each Party shall bear its own fees and costs incurred in, and as a result of, the Resolution Process. (1) As stated, City shall not apply any New City Law(s) to the Property that is in conflict with this Development Agreement ( collectively, "in conflict with" or "inconsistent with").
(2) If City believes that it has the right under this Development Agreement to impose/apply any New City Law on the Project, it shall send written notice to Developer of that City position ("Notice oflntended Imposition of New Law(s)"). Such Notice of Intended Imposition of New City Law(s) shall contain the following sentence at the beginning of its text: "This is a Notice of Intended Imposition of New City Law(s) provided pursuant to Section 2.03 of the AC-1 Development Agreement. The New City Law that City intends to impose on the Watson Ranch Project is described below." City shall then describe such New City Law that City intends to impose on the Project in such Notice of Intended Imposition of New Law(s).

Within thirty (30) days of Developer receipt of such Notice of Intended Imposition of New City 22 322
Law(s), if Developer believes that such referenced New City Law in such Notice of Intended Imposition of New City Law(s) is in conflict with this Development Agreement and/or the rights Developer otherwise holds, then Developer shall send to City a written notice of Developer's objection to such City-intended imposition on the Project of such New City Law ("Objection to New City Law(s)"). Such Developer Objection to New City Law(s) shall set forth the factual and legal reasons why Developer believes City cannot apply such New City Law(s) to the Project.

Within thirty (30) days of receipt of said Developer Objection to New City Law(s), City shall respond to Developer's Objection to New City Law(s) ("City Response"). Such City Response to Developer's Objection to New City Law(s) shall set forth the factual and legal reasons why City believes City can apply the New City Law(s) to the Project. As soon after Developer's receipt of the City Response as possible, the Parties shall meet and confer and continue to meet and confer over the thirty (30) day period following the date of Developer's receipt of the City Response ("Meet and Confer Period"), with the objective of arriving at a mutually acceptable resolution to the disagreement. Within twenty (20) days of the conclusion of the 30-day Meet and Confer Period, City shall make and send to Developer its written determination regarding the imposition of such New City Law on the Project ( or its City Determination regarding any other topic of disagreement under this Development Agreement) (collectively, "City Determination"). The Parties can extend any of the time frames set forth above by mutual agreement. (3) By this Development Agreement, such New City Law(s) shall not be imposed on/applied to the Project, or considered imposed on/applied to the Project, during any of the time periods described above. If the City Determination is to impose on/apply to the Project the New City Law(s) in question, then Developer shall have a period of ninety (90) days from the date of receipt of such City Determination within which to file and serve on City its legal action challenging such City action. In other words, a New City Law shall not be considered ripened into being imposed on and/or applied to the Project for the purposes of Developer's obligation to timely-file a lawsuit against City until such time as Developer's receipt of the City Determination.

Upon such Developer receipt of such City Determination, a 90-day statute oflimitations regarding Developer's right to judicial review of the New City Law(s) and the City Determination shall commence. Developer shall file such lawsuit and serve it on City within such 90-day statute of limitations. City's failure to send such Notice of Intended Imposition of New Law, and/or its failure to follow any and all of the other procedural steps required by this Section shall result in City's inability to impose the New City Law described in the City's Notice oflntended Imposition ofNew Law on the Project. Developer's failure to respond to such Notice of Intended Imposition of New Law, and/or failure to follow any and all of the other procedural steps required by this Section, including without limitation filing litigation within the time period prescribed by this Section 2.03 of this Development Agreement, shall result in the Project being subject to the New City Law described in the City's Notice of Intended Imposition of New Law. Failures by both City and Developer to follow any _and all of the other procedural steps required by this Section shall result in City's inability to impose the New City Law described in the City's Notice of Intended Imposition ofNew Law on the Project.
(4) If upon conclusion of judicial review of such Developer-challenged City Determination (at the highest judicial level sought and granted), the reviewing court determines that Developer is not subject to the New City Law(s) that is the topic of the City Determination, such New City Law(s) shall not become part of the Applicable Law, and City shall return Developer to the position Developer was in prior to City's application of such New City 23 323
Law(s) (e.g., City shall return in full fees paid, return dedications made, etc.). Additionally, City shall pay (to Developer) Developer's actual attorneys' fees, other legal fees, and any and all other fees and costs incurred by Developer regarding such judicial review. If, instead, upon conclusion of judicial review of such Developer-challenged City Determination of such New City Law(s) in question ( at the highest judicial level sought and granted), the reviewing court determines that Developer is subject to the New City Law(s), then Developer shall be subject to such New City Law(s), such New City Law(s) shall become part of the Applicable Law, and City shall not have to return Developer to the position Developer was in prior to City's application of such New City Law(s). Additionally, Developer shall pay (to City) City's actual legal fees and costs incurred regarding such judicial review.
(c) The above-described procedure shall not be construed to interfere with City's right to adopt or apply any New City Law(s) with regard to all other areas of City that exclude the Property, Project, Project Approvals, etc.
(d) Developer, in its sole and absolute discretion, may elect to be subject to a New City Law(s) that is/are not otherwise a part of the Applicable Law. In the event Developer so elects, Developer shall provide notice to City of that election and thereafter such New City Law( s) that Developer has elected to be subject shall be part of the Applicable Law. As set forth in Section

2.0l(a)(8) above, once Developer elects to be subject to such a New City Law ("Chosen Law"), such Chosen Law shall become part of the Applicable Law, and Developer shall not be able to later decide otherwise, although Developer shall be able, in Developer's sole and exclusive discretion, to elect to be subject to a New City Law that changes the earlier Chosen Law that Developer elected to be subject to.
(e) City, exercising Good Faith and Fair and Expeditious Dealing (see, Section

2.04 of this Development Agreement), shall not be precluded from applying to the Project any New City Law(s) that City is specifically required to apply to developments such as the Project (and Property), despite the existence of the Project's (Property's) vested rights, by changes in State or Federal laws or regulations or caselaw and implemented through the Federal, State, regional and/or local level) ("Required New City Law(s)." If City determines that a Required New City Law(s) must be applied to the Project (Property), then the Resolution Process set forth in subdivision (b) above shall apply, with one exception: Developer shall pay (to City) City's actual legal fees and costs incurred regarding Resolution Process regardless of the outcome of the Resolution Process. In addition, in the event such Required New City Law(s) is determined to apply and to prevent or preclude compliance with one or more provisions of this Development Agreement or require changes in Project Approvals, this Development Agreement shall be modified, extended, or suspended as may be necessary to comply with such Required New City Law(s). To the extent that any such Required New City Law(s) (or actions of regional and local agencies, including City, required by such Required New City Law( s) or actions of City taken in good faith in order to prevent adverse impacts upon City because of such Required New City Law( s)) have the effect of preventing, delaying or modifying Developer's ability to use or develop the Project or any portion thereof, in a material fashion, then Developer shall have the option to terminate (unilaterally) this Development Agreement.
24 324

2.04 Good Faith and Fair and Expeditious Dealing; Processing. (a) Except where this Development Agreement provides a Party with "sole and exclusive discretion," each, every and all actions of the Parties (and each Party) necessary, required, permitted, desired and/or addressed by the Project Approvals and/or this Development Agreement (including without limitation, all mandatory, permissive, and other action(s) addressed by this Section 2.04 - e.g., submitting, accepting, processing, reviewing and acting upon all applications for Subsequent Approvals, and Section 2.08), shall involve the requirement of "Good Faith and Fair and Expeditious Dealing." For the purposes of this Development Agreement, "Good Faith and Fair and Expeditious Dealing" shall mean that the Parties shall act toward each other, and shall execute the tasks necessary, permissive, and/or desirous to the issue contemplated by this Development Agreement pursuant to the Applicable Law, and in a fair, diligent, best efforts, expeditious and reasonable manner, and that no Party or Parties shall take any action-or fail to take any action - that directly or indirectly results in the prohibition, impairment or impediment of any other Party's or Parties' exercise or enjoyment of its rights and obligations secured through this Development Agreement. Again, whether or not expressly stated in any particular portion of this Development Agreement, except where this Development Agreement provides a Party with "sole and exclusive discretion," each, every and all actions of the Parties and each Party required, permitted, desired and/or addressed by this Development Agreement shall involve the requirement of Good Faith and Fair and Expeditious Dealing. The Parties acknowledge that when City's support of new proposed legislation that ultimately becomes a "New City Law," and that such New City Law is already allowed as part of the Applicable Law by this Development Agreement (i.e., certain new TOT and sales tax laws), such City support shall not be considered to be acts contrary to this Development Agreement's requirement of Good Faith and Fair and Expeditious Dealing. Likewise, the Parties acknowledge that City's support of new proposed legislation that ultimately becomes a "New City Law" and such New City Law will not become part of the Applicable Law by this Development Agreement (i.e., it is a disallowed New City Law by this Development Agreement), that such City support shall not be considered to be acts contrary to this Development Agreement's requirement of Good Faith and Fair and Expeditious Dealing. However, the Parties reserve their right to object to and act upon subsequent actions as contrary to this Development Agreement's requirement of Good Faith and Fair and Expeditious Dealing when those subsequent actions seek to support the enactment of proposed new legislation, and such proposed new legislation leads to a new law or laws at a City, County, regional, state and/or federal level, and such supported new law would apply to the Project.
(b) City shall inform Developer, upon request, of all submission requirements for a complete application for each Subsequent Approval. (c) City and Developer shall act on requests by Developer for the approval and issuance of the Subsequent Approvals, and shall cooperate to obtain the issuance of Subsequent Approvals, including to:
(1) Interpret any New City Laws in a manner which provides for the approval and issuance of Subsequent Approvals.
25 325
(2) Require modifications to Subsequent Approvals consistent with this Development Agreement and the Applicable Law whenever reasonably possible, rather than City denying applications for Subsequent Approvals.
(3) Not obstruct or oppose Developer's application for a Subsequent Approval provided such application is consistent with the requirements of this Development Agreement.
(d) The City shall provide all necessary public notice(s) and shall hold all necessary public hearings with regard to the Subsequent Approvals required by law. (e) If requested by Developer, City shall meet with Developer prior to Developer's submission of applications for Subsequent Approvals for the purpose of ensuring all requested information by City is understood by Developer so that Developer's applications, when submitted, will be accurate and complete and accepted as such by City. (f) Developer shall provide City with all documents, applications, plans and other information requested by City that is necessary for City to carry out its obligations hereunder and Developer shall cause the Developer's planners, engineers and all other consultants to submit in a timely manner all required materials and documents therefor. (g) Upon submission by Developer of a complete application for a Subsequent Approval, together with appropriate Processing Fees (see, Section 2.07 of this Development Agreement), City shall process the application for the Subsequent Approval. (h) If City is unable to timely process any such application for a Subsequent Approval, or simply upon request by Developer, the "Relevant Parties" shall meet and confer regarding appropriate outside consultants, the Relevant Parties shall agree on such outside consultants, and then City or Developer shall engage such outside consultant(s), other persons, and/or business entities working on the Project ( collectively, "Consultant(s) ") to perform such processing, provided that Section 2.07 of this Development Agreement shall apply. City shall not charge Developer any administrative, directing, supervising and/or overseeing such Consultant(s), and City shall charge Developer no more than the cost to City of the actual time City expends on administering, directing, supervising, and/or overseeing such Consultants, and the invoices from such Consultants; and if Developer directly contracts with the Consultant(s) to perform such work, Developer shall expressly agree to pay all costs related to such Consultant(s) contract(s), and City shall not charge Developer any administrative, directing, supervising and/or overseeing such Consultant(s), and City shall charge Developer no more than the cost to City of the actual time City expends on administering, directing, supervising, and/ or overseeing such Consultants, and the invoices from such Consultants.. In the event that a dispute arises regarding any such Consultant(s ), including without limitation, Consultant invoices, costs, performance or any other issue, the Resolution Process provisions of Section 2.03 of this Development Agreement shall apply.

Additionally, for the purposes of this Development Agreement, the phrase "Relevant Parties," as used in the preceding sentence and throughout this Development Agreement, shall mean the City and the relevant owner of that physical portion of the Project (Property) to which the issue at hand applies. In other words, the consent of only those Parties immediately affected by the issue at hand (monetarily or by precedence setting) is required. By way of example only, AC-1, as a Relevant 26 326
Party, could decide to engage Consultants for matters related exclusively to AC-1, NVRG and/or the Hotel. In such a situation, AC-1 would pay all such Consultants costs ( as described above), and any other Relevant Parties (such as successors to AC-1 on nonrelevant portions of the Project/Property) would not be obligated to pay any such costs related to such Consultants working exclusively on such AC-1 matters. Consistent with the foregoing, if Consultants are engaged for matters not related exclusively to AC-1, then AC-1 and such other Relevant Parties would (shall) pay their proportional share of such costs of such Consultants. Consistent with the foregoing, the Parties may enter, but are not required to enter, a "Processing Agreement." Any such executed and entered Processing Agreement(s) shall be considered a Subsequent Approval and shall become part of this Development Agreement's "Applicable Law" once each such Processing Agreement takes Legal Effect.
(i) As further set forth in Section 2.08 of this Development Agreement, City shall cooperate with Developer to facilitate the construction of the infrastructure required for development of the Project. At the request of Developer, City shall assist with (and where requested by Developer), approve the formation of one or more community facilities districts, enhanced infrastructure financing districts, assessment districts, landscape and lighting districts, tax-exempt and taxable finance mechanisms, or any and all other available "Project Finance Mechanisms(s)." (j) Again, only the Applicable Law shall apply. If City denies an application for a Subsequent Approval, City shall explain in writing to Developer why such City denial was given, and City shall specify in detail (in such writing) the modifications, changes, or improvements to the materials and information submitted that are required by City in order for Developer to obtain City approval. City and Developer shall cooperate to obtain and issue Subsequent Approvals. City shall seek to approve any subsequently submitted Subsequent Approval which complies with such City-specified modifications.
(k) The Parties recognize that the City certified as adequate and complete the Project EIR. The Project EIR was prepared to assess and document the environmental impacts of the General Plan Amendment, Specific Plan, this Development Agreement, the Large Lot Vesting Tentative Map, and other Project Approvals.
(1) Subsequent Approvals and other activities undertaken pursuant to the Project Approvals will be examined in the light of the Project EIR to determine whether any additional environmental document must be prepared ("Project CEQA Compliance"). (2) In addition, in connection with any future process resulting in the attainment of Project CEQA Compliance, City shall commence and process any and all initial studies and assessments required by CEQA, and to the extent permitted or required by CEQA, City shall use and adopt EIR(s), supplements and/or addenda thereto and other existing environmental assessments, declarations, reports and studies as adequately addressing the environmental impacts of the Project and its Subsequent Approvals without requiring new or supplemental environmental documentation.
(3) Where legally feasible, City shall not - through the Project CEQA Compliance process or through the Subsequent Approval process - impose any mitigation measures or avoidance measures (as either legislative rules, adjudicatory decisions and/or 27 327
conditions of approvals) beyond those required by the existing Project EIR. Where applicable, City shall reject such additional mitigation and/or avoidance measures as infeasible on the basis, among other things, that Government Code section 65866 and this Development Agreement legally bar the implementation of such additional mitigation measures. City shall streamline the environmental review of Subsequent Approvals under CEQA including, without limitation, relying on the Project CEQA Compliance. City shall adopt a Statement of Overriding Consideration to address any significant impacts that cannot be mitigated because the mitigation measures that would reduce the impacts are inconsistent with the legally-binding Applicable Law.

Once Project CEQA Compliance has been secured, City shall not impose any environmental mitigation measures, or avoidance measures, or both, beyond those referenced in the Project CEQA Compliance.
(I) Multiple applications by Developer for Subsequent Approvals may be made by Developer at the same time, and if so, shall be processed concurrently by City, unless otherwise requested by Developer.
(m) Notwithstanding any prov1s10n to the contrary, for purposes of interpretation of this Development Agreement and for purposes of determining whether Subsequent Approvals are consistent with this Development Agreement and the Applicable Law it describes (including, without limitation, the determination of whether any final subdivision maps substantially comply and conform to any tentative maps), changes to setbacks, size(s), dimensions, configuration, number or placement of lots, or public infrastructure regarding the Project shall be allowed by City without requiring an amendment of or to the Subsequent Approvals and/or without requiring any additional Subsequent Approvals, provided such changes meet all of the following criteria:
(1) Are expressly requested by Developer.
(2) Do not increase.the then-existing total square footage of the Project in a substantial amount.
(3) Do not vary substantially from the then-existing layout and placement of uses, Master Backbone Infrastructure, and design standards for the Project. (4) Are consistent with the provisions of the then-existing Applicable Law.
(5) Do not change the permitted uses of the Property, the density or intensity of use, the maximum height and size of proposed buildings, and provisions for reservation or dedication of land for public purposes. The foregoing is not intended to, and shall not, limit, impair, impede, or prohibit Developer from seeking and securing any and all density bonus(es) available under controlling state law and/or federal law, as such controlling law may be amended over time.

2.05 Requirements of Development Agreement Statute.
(a) The permitted uses, density and/or intensity of use, maximum height and size of buildings and other structures, provisions for reservation or dedication of land, and other terms and conditions applicable to the Project and Property shall be those set forth in the Applicable 28 328
Law (which includes, without limitation, the General Plan, Specific Plan, Zoning, Existing City Laws, Existing Approvals, and Subsequent Approvals).
(b) As Subsequent Approvals are adopted and therefore become part of the Applicable Law of the Project, the Subsequent Approvals will refine the permitted uses, density and/or intensity of use, maximum height and size of buildings and other structures, provisions for reservation or dedication of land, and other terms and conditions applicable to the Project and Property.

2.06 Timing of Development; Phasing; Initial Access to AC-1 Property. (a) The Parties acknowledge that the most efficient and economic development of the Property depends upon numerous factors, and that it will be most economically beneficial to have the rate of development determined by Developer. In particular, the Parties desire to avoid the result of the California Supreme Court's holding in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465 (where the failure of the parties therein to consider and expressly provide for the timing of the development resulted in a later-adopted initiative restricting the timing of development to prevail over such parties' agreement), and therefore acknowledge that Developer shall have the right to develop the Project at such time as Developer deems appropriate within the exercise of its subjective business judgment. (b) Accordingly, while the sequencing, and phasing of the development of the Project is addressed by the Specific Plan, this Development Agreement, and other Project Approvals, when and whether to go forward or not with development shall be in the sole and exclusive discretion of the Developer. For example, Developer shall have the authority to first develop lots 14 and 15 of the Large Lot Vesting Tentative Map, if Developer, in its sole and exclusive discretion, determines to do so. Consistent with the foregoing, this Section 2.06 of this Development Agreement addresses the "Phases" that apply to the development of the Project, which Phases are generally addressed in the Specific Plan, and which Specific Plan defers to this Development Agreement to refine the terms and conditions of such Phasing, including without limitation, the related MBI roadway segments. Phase 1 of the Specific Plan allows for the development of up to three hundred ninety seven (3 97) residential units, Phase 2 of the Specific Plan allows for the development ofup to three hundred forty (345) residential units, Phase 3 of the Specific Plan allows for the development ofup to two hundred sixty seven (267) residential units, and Phase 4 of the Specific Plan allows for the development of up to two hundred forty four (244) residential units. Additionally, any residential units allowed under any particular Phase (i.e., Phase 1, Phase2, Phase 3, and Phase 4) that are not developed in that particular Phase shall be carried over to the next applicable Phase(s), and such next applicable Phase(s) shall have its allowed residential unit count increased by the number of such carried over residential units. By way of example only, if only 300 of the allowed 397 residential units in Phase 1 are developed in Phase 1, then 97 units shall be carried over into Phase 2, and therefore the allowed residential unit count in Phase 2 shall increase from 345 residential units to 442 allowed residential units. By continuing example, if only 400 of the 442 residential units now allowed in Phase 2 are developed in Phase 2, then 42 residential units would be carried over into Phase 3, and therefore the allowed residential unit count in Phase 3 would increase from 267 residential units to 309 allowed residential units.

The ultimate cap on residential development in the Specific Plan is set at 1253 residential units (1010 residential units on the AC-1 Property, and 243 residential units on the Newell Property), 29 329
not including ( counting) additional allowed residential units on both the AC-1 Property and the Newell Property secured through the California Density Bonus law and other Statutory programs allowing increases in density that maybe available over the Term of this Development Agreement.

The 1010 residential units allowed on the AC-1 Property (before California Density Bonus law and other Statutory programs allowing increases in density that may be available over the Term of this Development Agreement) is referred to in this Development Agreement as the "AC-1 Residential Cap." The 243 residential units allowed on the Newell Property (before State Density Bonus increases, etc.) is referred to in this Development Agreement as the "Newell Residential Cap." Additional allowed residential units on both the AC-1 Property and the Newell Property secured through the California Density Bonus law and other Statutory programs allowing increases in densitythatmaybe available over the Term of this Development Agreement shall not be counted against the residential units allowed under Phase 1, Phase 2, Phase 3, and/or Phase 4. Further, while the following sets forth a minimum Phase-by-Phase residential unit count for the Project, such Phase-by-Phase allocation shall not be allowed to exceed the AC-1 Residential Cap, nor shall such Phase-by-Phase allocation be allowed to exceed the Newell Residential Cap, unless such exceeding residential units are secured through the California Density Bonus law and other Statutory programs allowing increases in density that may be available over the Term of this Development Agreement. Finally, by cooperation and agreement of the relevant owners of the AC-1 Property and the Newell Property, all or any portion of the residential units allowed on each respective Property may be transferred to the other respective Property. (1) The Project shall have the right to the first 318 residential units of the 397 residential unit total allowed in Phase 1. Such right to such residential units shall last the Term of this Agreement. The remaining residential units of the 397 residential unit total allowed in Phase 1 shall be available to the Project, subject to the following:
(A) Only after the Project has pulled building permits for, and/or is constructing, and/or has constructed, the 318 residential units; and (B) Said remaining residential units in Phase 1 shall be available to both the Project and to the Newell Property on a first-come, first-served basis, provided that the property seeking such building permits has properly applied for, and met the issuance requirements of, such building permits for such remaining residential units. (2) The Project shall have the right to the first 279 residential units of the residential units allowed in Phase 2. Such right to such residential units shall last the Term of this Agreement. The remaining residential units allowed in Phase 2 shall be available to the Project, subject to the following:
(A) Only after the Project has pulled building permits for, and/or is constructing, and/or has constructed, the 279 residential units; and (B) Said remaining residential units in the Phase 2 Residential Cap shall be available to both the Project and the Newell Property on a first-come, first served basis, provided that the property seeking such building permits has properly applied for, and met the issuance requirements of, such building permits for such remaining residential units.
30 330
(3) The Project shall have the right to the first 217 residential units of the residential units allowed in Phase 3. Such right to such residential units shall last the Term of this Agreement. The remaining residential units allowed in Phase 3 shall be available to the Project, subject to the following:
(A) Only after the Project has pulled building permits for, and/or is constructing, and/or has constructed, the 217 residential units; and (B) Said remaining residential units in Phase 3 shall be available to both the Project and to the Newell Property on a first-come, first served basis, provided that the property seeking such building permits has properly applied for, and met the issuance requirements of, such building permits for such remaining residential units. (4) The Project shall have the right to the first 196 residential units of the residential units allowed in Phase 4. Such right to such residential units shall last the Term of this Agreement. Under the provisions of this Development Agreement, Phase 4 shall have 244 residential units, plus Phase 4 shall have all remaining carried over and still unused residential units from previous Phases. Therefore, whatever the number of remaining residential units allowed in Phase 4, such remaining residential units shall be available to the Project, subject to the following:
(A) Only after the Project has pulled building permits for, and/or is constructing, and/or has constructed, the 196 residential units; and (B) Said remaining residential units in Phase 4 shall be available to both the Project and to the Newell Property on a first-come, first served basis, provided that the property seeking such building permits has properly applied for, and met the issuance requirements of, such building permits for such remaining residential units. ( c) Consistent with the foregoing, and as addressed below and throughout this Development Agreement, the Parties acknowledge that Developer, in Developer's sole and exclusive discretion, shall provide initial access to the Property from one, some, and/or all of the below-described initial access points, with the below-described Phase 1, Phase 2, Phase 3, and Phase 4 roadway improvements applying. Relevant Project subdivision maps shall provide further clarity, provided they do not vary from the basic rules set forth in this Section 2.06 of this Development Agreement. While at least two points of access will ultimately be applicable to the Project, the following addresses and establishes the different terms and conditions depending upon which of the different initial access points are pursued. The specific "segments" of the different roadways referenced below (i.e., Newell Drive, Rio Del Mar, Loop Road, etc.) are provided in detail in Section

2.07 of this Development Agreement and in Exhibit B to this Development Agreement. A connection from the existing terminus ofNewell Drive northward to the intersection ofNewell Drive and Rio Del Mar, and then westward on Rio Del Mar to either its intersection with SR 29 or its transition into South Napa Junction, and then further westward to the intersection of South Napa Junction with SR 29 shall be required by or before the date of City's issuance of the seven hundred forty third (743) building permit for a residential building permit on the Property. Section 2.07 of this Development Agreement speaks to other roadway improvements that Developer shall construct and improve if the "City Precursors" set forth in Section 2.07 of this Development Agreement are 31 331
satisfied. Additionally, "Lot 14" and "Lot 15" of the LL VTM are available for development in Phase 1 (and Phase 2, Phase 3, and Phase 4) of the Project's development, and that maximum density permitted under the Specific Plan shall be allowed on the land comprising Lots 14 and Lot 15. Phase 1 roadway improvements relating to the following described "Rolling Hills Drive Initial Access" to the development of Lot 14 and Lot 15 shall be the extension of Rolling Hills Drive from the existing northern terminus of Rolling Hills Drive, northward to the northern boundary of Lot 14 and Lot 15, with a secondary access to Lot 14 and to Lot 15 due at the time of residential construction coming from the northern terminus of Summerwood Drive northward and eastward to its terminus at Rolling Hills Drive, as shown on Exhibit B to this Development Agreement. The Phase 2 roadway improvements relating to the Rolling Hills Drive Initial Access shall include the extension of Rolling Hills Drive from the Phase 1 terminus of Rolling Hills Drive northward to the intersection of Rolling Hills Drive and Rio Del Mar, and the extension of Loop Road from the Phase 1 terminus of Loop Road, to the northward edge of Loop Road Segment 2, as both are shown on Exhibit B to this Development Agreement. Phase 3 roadway improvements to the Rolling Hills Drive Initial Access shall be from the northern terminus of Loop Road Segment 2 eastward to the intersection of Loop Road and Newell Drive (as shown on Exhibit B to this Development Agreement), and Phase 4 roadway improvements relating to the Rolling Hills Drive Initial Access shall be Newell Drive Segment 5, as shown on Exhibit B to this Development Agreement. (1) Phase 1 roadway improvements relating to the following described "Newell Drive Initial Access" shall begin (commence) from the existing terminus of Newell Drive, northward to the intersection of Newell Drive and Rio Del Mar then westward on Rio Del Mar to the intersection of Rio Del Mar and Loop Road, then northward on Loop Road to include "Loop Road Segment 1," as that term is defined in Section 2.07 of this Development Agreement, and as shown on Exhibit B to this Development Agreement. The Phase 2 roadway improvements relating to the Newell Drive Initial Access shall include the extension of Rolling Hills Drive from the Phase 1 terminus of Rolling Hills Drive northward to the intersection of Rolling Hills Drive and Rio Del Mar, and the extension of Loop Road from the Phase 1 terminus of Loop Road, to the northward edge of Loop Road Segment 2, as both are shown on Exhibit B to this Development Agreement. Phase 2 roadway improvements relating to the Newell Drive Initial Access shall also include, at Developer's sole and exclusive discretion, one of the following roadway improvements (all shown on Exhibit B to this Development Agreement):
(A) Commencing from the intersection of Loop Road and Rio Del Mar westward on Rio Del Mar to the intersection of Rio Del Mar and SR 29, as shown on Exhibit B to this Development Agreement.
(B) Commencing from the intersection of Loop Road and Rio Del Mar westward on Rio Del Mar, then southward as Rio Del Mar becomes South Napa Junction, to the intersection of South Napa Junction and SR 29, as shown on Exhibit B to this Development Agreement.
(2) Phase 1 roadway improvements relating to the following described "SR 29/Rio Del Mar Initial Access" shall begin (commence) from the intersection of SR 29 and Rio Del Mar, going eastward to the intersection of Rio Del Mar and Loop Road, and then going northward on Loop Road to include "Loop Road Segment 1," as that term is defined in Section

2.07 of this Development Agreement), and as shown on Exhibit B to this Development Agreement. 32 332
The Phase 2 roadway improvements relating to the SR 29/Rio Del Mar Initial Access shall include the extension of Rolling Hills Drive from the Phase 1 terminus of Rolling Hills Drive northward to the intersection of Rolling Hills Drive and Rio Del Mar, and the extension of Loop Road from the Phase 1 terminus of Loop Road, to the northward edge of Loop Road Segment 2, as both are shown on Exhibit B to this Development Agreement. Phase 2 roadway improvements relating to the SR 29/Rio Del Mar Initial Access shall also include the following roadway improvements ( all shown on Exhibit B to this Development Agreement): Commencing from the intersection of Loop Road and Rio Del Mar eastward on Rio Del Mar to the intersection of Rio Del Mar and Newell Drive, and then southward on Newell Drive to the existing northern terminus of Newell Drive. (3) Phase 1 roadway improvements relating to the following described "SR 29/South Napa Junction Initial Access" shall begin (commence) from the intersection of SR 29 and South Napa Junction, going eastward on South Napa Junction to where South Napa intersections with Rio Del Mar, and then eastward on Rio Del Mar until the intersection of Rio Del Mar and Loop Road, and then going northward on Loop Road to include "Loop Road Segment l" as that term is defined in Section 2.07 of this Development Agreement), and as shown on Exhibit B to this Development Agreement. The Phase 2 roadway improvements relating to the SR 29/South Napa Junction Initial Access shall include the extension of Rolling Hills Drive from the Phase · 1 terminus of Rolling Hills Drive northward to the intersection of Rolling Hills Drive and Rio Del Mar, and the extension of Loop Road from the Phase 1 terminus of Loop Road, to the northward edge of Loop Road Segment 2, as both are shown on Exhibit B to this Development Agreement. Phase 3 roadway improvements to the SR 29/South Napa Junction Initial Access shall be from the northern terminus of Loop Road Segment 2 eastward to the intersection of Loop Road and Newell Drive (as shown on Exhibit B to this Development Agreement), and Phase 4 roadway improvements relating to the SR 29/South Napa Junction Initial Access shall be Newell Drive Segment 5, as shown on Exhibit B to this Development Agreement. Phase 2 roadway improvements relating to the SR 29/South Napa Junction Initial Access shall, at Developer's sole and exclusive discretion, involve one, some, or all of the following roadway improvements ( all shown on Exhibit B to this Development Agreement): Commencing from the intersection of Loop Road and Rio Del Mar eastward on Rio Del Mar to the intersection of Rio Del Mar and Newell Drive, and then southward on Newell Drive to the existing northern terminus of Newell Drive. (d) Developer may, in Developer's sole and exclusive discretion, delay commencement of construction of Phase 1 of the Napa Valley Ruins & Gardens development to coincide with commencement of the Specific Plan's Phase 2 of residential development of the Project, provided that commencement of Phase 2 of residential development shall be conditioned upon commencement of Phase 1 of the NVR&G development.

2.07 Additional Developer Obligations and Permitted Acts. (a) This Section 2.07 of this Development Agreement sets forth additional Developer obligations and permitted acts regarding the Project. As required by this Development Agreement for all actions of the Parties, unless given sole and exclusive discretion, Developer shall perform the following actions with Good Faith and Fair and Expeditious Dealing, and in the manner described below. The standards set forth in the Specific Plan shall be generally applicable to said improvements, unless the standards are otherwise set forth in the applicable Project subdivision map. Whether or not expressly set forth in this Section 2.07 of this Development 33 333
Agreement, whenever cooperation, coordination and/or application to a third-party public agency is required for any and all actions contemplated by this Development Agreement, then City shall be responsible for making such application to all such relevant public agencies ( e.g., "CalTrans," "PUC," etc.). Additionally, Developer shall be responsible for the costs and fees related to such City cooperation, coordination and application, including City Staff time, which City Staff time costs and fees reflect the amount that City actually expends for such City Staff costs and fees, which City actual expenditures shall not include any administrative fees, charges, and/or assessments; but Developer shall not be responsible for any fees and costs related to the City Attorney, and/or any City Special Legal Counsel.
(b) Developer shall record the final map relating to the Large Lot Vesting Tentative Map within ninety (90) days of the Effective Date of this Development Agreement, and shall offer for dedication to the relevant public agency those roadways, parks, trails, civic and community spaces, and other public acreages shown on the face of the final map for the Large Lot Vesting Tentative Map.
( c) The following presumes, consistent with the custom and practices of the relevant trade/profession, that Developer shall submit to City fully engineered and stamped improvement/construction plans. As defined in Section 2.01 of this Development Agreement, Developer shall pay Processing Fee(s)" as follows.
(1) At the time of Building Permit issuance for a "Model Plan Review" (model home plan review) residential unit, Developer shall pay to City Processing Fees in the amount designated for that size/type of model home residential unit set forth in Exhibit C to this Development Agreement. Said amount of Processing Fees shall be considered to be in Calendar Year 2019 dollars, and, commencing in 2020, that amount shall be increased each year by the relevant year's percentage amount set forth in the Construction Cost Index for the San Francisco Region.
(2) At the time of Building Permit issuance for an "After Model Plan Review" residential unit, Developer shall pay to City Processing Fees in the amount designated for that size/type of After Model Plan Review residential unit set forth in Exhibit C to this Development Agreement. Said amount of Processing Fees shall be considered to be in Calendar Year 2019 dollars, and, commencing in 2020, that amount shall be increased each year by the relevant year's percentage amount set forth in the Construction Cost Index for the San Francisco Region.
(3) For Project construction not addresses by (c)(l) and (c)(2) of this Section 2.07 of this Development Agreement, Developer shall pay, in Developer's sole and exclusive discretion, one or some combination of the following options:
(A) To City, those Processing Fees that at the time Processing Fees are due to City reflects the amount that City actually expends to provide such processing services, which City actual expenditures shall not include any administrative fees, charges, and/or assessments; and/or
34 334
(B) To a third-party consultant ("Processing Consultant") acceptable to City and contracted directly with Developer the amount that the Processing Consultant and Developer contract for such processing services. Should Developer desire to contract with a particular Processing Consultant, prior to entering into such contract, Developer shall provide written notice to City at least thirty (30) days prior to Developer entering into such Processing Consultant contract (the "30-day period"), which notice to City shall address such intended contract, including without limitation, naming the intended Processing Consultant. Within thirty (30) days of receipt of such notice from Developer, City shall indicate its consent or objections, in writing. If City fails to raise objection to Developer within such 30-day period, City consent shall be deemed provided.

If City raises objection to such Developer-noticed Inspection Consultant within said 30- day period, then the Resolution Process set forth in this Development Agreement shall apply. City and Developer shall maintain and update a list of Processing Consultants acceptable to City. And/or,
(C) To a Processing Consultant acceptable to City and
contracted directly with Developer and City (a three-party agreement) the amount that the Processing Consultant and Developer contract for such processing services. Again, City and Developer shall maintain and update a list of Processing Consultants acceptable to City.
( d) The following presumes, consistent with the custom and practices of the relevant trade/profession, that Developer shall submit to City fully engineered and stamped improvement/construction plans. In Developer's sole and exclusive discretion, Developer shall pay Inspection Fees for residential development, MBI, in-tract infrastructure, NVRG and Hotel, and/or any other Project construction requiring inspection, in either or some combination of the following options:
(1) To City, those Inspection Fees that at the time Inspection Fees are due to City reflects the amount that City actually expends to provide such inspection services, which City actual expenditures shall not include any administrative fees, charges, and/or assessments; and/ or;
(2) To a third-party consultant acceptable to City and contracted directly with Developer ("Inspection Consultant") the amount that the Inspection Consultant and Developer contract for such inspection services. Should Developer desire to contract with a particular Inspection Consultant, prior to entering into such contract, Developer shall provide written notice to City at least thirty (30) days prior to Developer entering into such Inspection Consultant contract (the "30-day period"), which notice to City shall address such intended contract, including without limitation, naming the intended Inspection Consultant. Within thirty (30) days ofreceipt of such notice from Developer, City shall indicate its consent or objections, in writing. If City fails to raise objection to Developer within such 30-day period, City consent shall be deemed provided. If City raises objection to such Developer-noticed Inspection Consultant within said 30-day period, then the Resolution Process set forth in this Development Agreement shall apply. City and Developer shall maintain and update a list of Inspection Consultants acceptable to City. And/or,
35 335
(3) To an Inspection Consultant acceptable to City and contracted directly with Developer and City (a three-party agreement) the amount that the Inspection Consultant and Developer contract for such inspection services. Again, City and Developer shall maintain and update a list of Inspection Consultants acceptable to City. (e) Regarding the Project's Affordable Housing requirements, Developer compliance with the following (1) or (2) below shall be deemed to be full compliance with all City, State and other controlling affordable housing law requirements:
(1) Developer shall:
(A) Developer shall pay the City's Affordable Housing Fee, in the amounts set forth in Exhibit C to this Development Agreement; and (B) Developer shall ensure that fifty one (51) of the Project's residential units shall be "Affordable by Design." For the purposes of this Development Agreement, "Affordable by Design" shall mean that the residential unit has 1200 square feet or less of occupiable space, has exactly three (3) bedrooms (no more or less) and at least two (2) baths. Such Affordable by Design residential units shall not be restricted in any way by City. City may, at City's sole and exclusive discretion, offer program(s) to promote such Affordable by Design residential units, provided City does not restrict in any fashion Developer's sale of such Affordable by Design units; and/or, (2) Developer shall use the California Housing Density Bonus statute, including without limitation, California Government Code sections 65915 et seq., in one of several ways, including without limitation, the following:
(A) Developer shall provide to City three (3) contiguous acres of land for the purposes of affordable housing. Such 3 acres of land can accommodate up to one hundred one (101) affordable residential units. Such 101 residential units are approximately ten percent (10%) of Developer's market rate residential units. The location of such 3 acres of land shall be at Developer's sole and exclusive discretion. Upon provision of such land to City, the Project (Developer) shall be entitled to the greater of the following: a density bonus of fifteen percent (15%) ( additional market rate residential units), which results in one hundred fifty two (152) additional market rate residential units on the Property; and/ or,
(B) Developer shall construct fifty one ( 51) residential units qualifying as "Very Low Income" affordable residential units (under applicable California Density Bonus law) on the Property. The location of such 51 Very Low Income affordable residential units on the Property shall be at Developer's sole and exclusive discretion. Such 51 Very Low Income affordable residential units are approximately five percent (5%) of the Project's total residential units. Such 51 Very Low Income affordable residential units, shall entitle the Project (Developer) to the greater of the following: a density bonus of twenty percent (20% ), which density bonus results in two hundred two (202) additional market rate residential units on the Property; and/ or
36 336
(C) That density bonus allowed by controlling law at such time as the density bonus is sought by Developer.
(3) Consistent with the foregoing, the Parties may enter, but are not required to enter, an "Affordable Housing Agreement" reflecting the issues addressed by this Development Agreement. Any such Affordable Housing Agreement shall be considered a Subsequent Approval and shall become part of this Development Agreement's "Applicable Law" once such Affordable Housing Agreement takes Legal Effect. (f) Because of the extent of Developer construction of MBI, including without limitation, the Rio Del Mar improvements, collectively beyond the impacts of the Project, during the Term of this Development Agreement, Developer shall not pay any past, current and/or future City development fees, impact fees, mitigation fees and/ or any and all other impact fees imposed on development in the City in any and all categories ( collectively, "City Impact Fees"). Such City Impact Fees that Developer shall not pay during the Term of this Agreement include, without limitation, Civic Facility Fees, Wastewater Capacity Fees, Water Capacity Fees, Traffic Impact Fees, Parks & Recreation Fees, and/or General Plan Update Fees, and any other present or future City Impact Fee imposed on development to mitigate Project impacts and provide funding for public infrastructure, services and/or facilities.
(g) Developer shall comply with City's "Zero Water Footprint Policy," as such Policy is set forth in the American Canyon Municipal Code Section 13 .10.010, by extending the City's existing recycled water infrastructure so that non-potable demands within the AC-1 Property and Project shall be served by recycled water, and by undertaking one or more of the following alternatives, which altemative(s) Developer choses shall be in Developer's sole and exclusive discretion, set forth in the Water Supply Assessment (February 2016), which was prepared by West Yost Associates and approved by the City on March 1, 2016:
(1) Contribution to the City's potable water offset program to help directly offset the Project's projected potable water demand. (2) The 1993 Easement Agreement provides Developer the right to purchase up to one hundred sixty (160) acre feet of water per year from the City of Vallejo. That Developer right is subject to other transactions, one of which has transferred approximately twenty five (25) acre feet to a non-Developer entity. Assignment to City of the entirety of Developer's interest in the 1993 Easement Agreement with the City of Vallejo, whatever that Developer interest may be after such other transactions are accounted for.
(3) Purchase of the City's 2016 Vallejo Treated Water option (as set forth in the Water Service Agreement between City and the City of Vallejo dated May 1, 1996) and contribution to a funding mechanism to offset the additional cost of that water supply. (4) Enter a potential "Zero Water Footprint Agreement" (as set forth in Section 2.09 of this Development Agreement), through which the Parties would negotiate these and other options to satisfy the City's Zero Water Footprint policies and goals. (h) Developer shall take the following actions regarding the following Project's master backbone infrastructure ("Master Backbone Infrastructure" or "MBI"), a copy of which 37 337
is attached as Exhibit B to this Development Agreement. The standards set forth in the Specific Plan shall be generally applicable to said improvements, unless the standards are otherwise set forth in the applicable Project subdivision map:
(1) Regarding the below-described Newell Drive and its subparts:
(A) For the purposes of this Development Agreement, "Newell Drive" shall mean the collective total of the following five (5) segments:
(i) "Newell Drive Segment 1" shall mean that portion
of Newell Drive commencing from the existing northern terminus of Newell Drive to the northern edge of the intersection ofNewell Drive and Rio Del Mar. (ii) "Newell Drive Segment 2" shall mean that portion
of Newell Drive commencing from the northern edge of the intersection of Newell Drive and Rio Del Mar and then northward to and until the existing northeastern boundary of the Newell Property.
(iii) "Newell Drive Segment 3" shall mean that portion
of Newell Drive commencing from the existing northeastern boundary of the Newell Property northward to and until the southern boundary of the intersection of Newell Drive and Loop Road.
(iv) "Newell Drive Segment 4" shall mean that portion
ofNewell Drive commencing from the southern edge of the intersection of Newell Drive and Loop Road and then northward to and until the existing northeastern boundary of the AC-1 Property.
(v) "Newell Drive Segment 5" shall mean that portion
of Newell Drive commencing from the existing northeastern boundary of the AC1 Property northwesterly to Newell Drive's proposed intersection with Green Island Road and State Highway 29.
(B) Developer shall dedicate to City, upon the Project's first recorded subdivision map (e.g., the final map relating to the Large Lot Vesting Tentative Map), the following regarding Newell Drive:
(i) Newell Drive Segment 3 right of way;
(ii) Newell Drive Segment 4 right of way; and
(iii) Any and all other Newell Drive right-of-way land
that lays on the AC-1 Property ( and described in Exhibit B to this Development Agreement).
(C) As further set forth in Section 2.08 of this Development Agreement, City shall secure the dedications ofNewell Drive Segment 5 right of way, and any and all other Newell Drive right-of-way land needed (other than that which is the 38 338
responsibility of Developer) to complete Newell Drive from its existing terminus to Newell Drive' s proposed intersection with Green Island Road and State Highway 29. (D) Developer shall improve and construct the relevant portions of Newell Drive, including and excluding, as follows: Newell Drive Segment 1, with the exception that the portion of such Newell Drive Segment 1 improvements located on the Newell Property that Developer shall improve and construct shall be limited to one-half (1/2) width of a typical roadway section (as shown in the Specific Plan), which provides for a single travel lane in each direction.
(E) The Newell Parcel Map dedicates to City the right-of-way relating to Newell Drive Segment 1 and Newell Drive Segment 2. However, the timing of development of the Newell Property, including without limitation the full construction and improvement ofNewell Drive Segment 1, Newell Drive Segment 2, Newell Drive Segment 3, and Newell Drive Segment 4, is unknown. The Specific Plan and this Development Agreement sets forth "Phases" of MBI, residential and NVR&G and Hotel development.

Therefore, to help maximize the potential completion of the entirety of Newell Drive and all of its Segments, the commencement of Watson Ranch Specific Plan's Phase 4 of residential development shall be conditioned upon Developer's commencement of the below-described "Developer's Newell Drive Obligations," which are Newell Drive Segment 2, Newell Drive Segment 3, Newell Drive Segment 4, and Newell Drive Segment 5, provided the relative/relevant below-described "City Precursors" (prerequisites) to each such Developer's Newell Drive Obligations have been satisfied by City, as provided below. Developer's Newell Drive Obligation, if invoked, involves the construction and improvement of all or any one of Newell Drive Segment 2, Newell Drive Segment 3, Newell Drive Segment 4, and/or Newell Drive Segment 5, as further detailed in Exhibit B to this Development Agreement and the City's General Plan Circulation Element. In other words, if City can satisfy the below-described City Precursors for any one of, or some of, or all of, the Newell Drive Segments (i.e., Newel Drive Segment 2, Newell Drive Segment 3, Newell Drive Segment 4, and/or Newell Drive Segment 5), then Developer shall be required to construct such Newell Drive Segments for which the City Precursors are met ( e.g., Newell Drive Segment 2, Newell Drive Segment 3, Newell Drive Segment 4, and/or Newell Drive Segment 5). By way of example only, if City can satisfy the City Precursors for Newell Drive Segment 2, but cannot yet satisfy the City Precursors for Newell Drive Segment 3, Newell Drive Segment 4, and/or Newell Drive Segment 5, then Developer shall be required to construct Newell Drive Segment 2, but Developer shall not be required to construct Newell Drive Segment 3, Newell Drive Segment 4, and/or Newell Drive Segment 5 until, if, and when, if ever, City can satisfy the City Precursors for Newell Drive Segment 3, Newell Drive Segment 4, and/or Newell Drive Segment 5. Developer's Newell Drive Obligations, if invoked, is a construction obligation only, which shall be "cost neutral" to Developer. For the purposes of this Development Agreement, "cost neutral" shall mean that the Parties intend that Developer incurs no legal, equitable, and/or administrative liability, no cost obligations and/or cost liability from performing Developer's Newell Drive Obligation, and that if any costs are incurred by Developer in performing Developer's Newell Drive Obligation, that such incurred Developer cost(s) (including without limitation providing Developer with a reasonable construction management fee in an amount consistent with practices within the trades for such roadway construction, and 39 339
every other task required) shall be fully refunded/reimbursed by City within thirty (30) days of presentation of such costs by Developer to City. Further, Developer's Newell Drive Obligation shall not invoke unless and until City has first secured and satisfied ( and such items are completed and legally enforceable) all actions necessary and/or desirous for Developer to commence Developer's Newell Drive Obligation, including without limitation, all of the following (collectively, "City Precursors"): the Newell Property and its owners have not submitted development applications of any kind and have not been separately obligated to construct and improve Newell Drive Segment I (either 2 travel lanes in each direction, or, if Developer has already provided a travel lane in each direction, a single travel lane in each direction), Newell Drive Segment 2, Newell Drive Segment 3 and Newel Drive Segment 4; all design and improvement plans; all permits, permissions, and authorities from all relevant federal, state, regional and/or local authorities (including without limitation PUC); all federal, state, regional and/or local environmental clearances (including without limitation CEQA compliance), all required rights-of-way, all monies necessary to fully fund Developer's Newell Drive Obligation (so that there is no out-ofpocket cost to Developer (cost neutral)), all indemnities and waivers necessary to hold Developer harmless for each and every aspect of such Developer actions included in Developer's Newell Drive Obligation, guaranteed payment to Developer of a construction management fee in an amount consistent with practices within the trades for such roadway construction, and every other task, permission, or other aspect necessary or desirous to the completion of Developer's Newell Drive Obligation. If at the commencement of Watson Ranch Specific Plan's Phase 4 ofresidential development the City Precursors are not fully satisfied and in place, then Developer may commence development of the Watson Ranch Specific Plan's Phase 4 of residential development and shall no longer be responsible for Developer's Newell Drive Obligation. The status of the City Precursors shall be addressed in the Annual Review of this Development Agreement in order to keep the Parties apprised of status.
(2) Regarding Rio Del Mar With an At-Grade Railroad Crossing. A railroad crossing at Rio Del Mar is anticipated for the Project by the General Plan and Specific Plan. The Parties generally desire that the railroad crossing at Rio Del Mar be an "at-grade" crossing. However, the Parties also recognize that time, money, and the authority of others, including without limitation governmental agencies such as the California Public Utilities Commission ("PUC"), have influence and authority over such at-grade crossing options. Further, the Parties recognize that time savings, certain Developer financial obligation reductions, and other factors may make a grade-separated crossing at Rio Del Mar more attractive and achievable.

Lastly, the Parties recognize that should an at-grade or grade-separated railroad crossing at Rio Del Mar prove unsuccessful, there exists a private at-grade railroad crossing at South Napa Junction that is the subject of a previous settlement agreement. Therefore, which railroad crossing to pursue will be an evolving analysis by the Parties as they work through the many issues. At any time period during which an at-grade railroad crossing is being pursued, Developer, exercising its sole and exclusive discretion, shall have the right to assert to City that such an at-grade application should be abandoned and/or otherwise put aside and that a grade-separated railroad crossing at Rio Del Mar shall be pursued. If such an assertion is made, then such at-grade application will be abandoned and/or otherwise put aside and a grade-separated railroad crossing at Rio Del Mar shall be pursued by the Parties. The following addresses an at-grade railroad crossing, and the resulting "At-Grade Rio Del Mar" and its subparts:
40 340
(A) For the purposes of this Development Agreement, and as further described in Exhibit B of this Development Agreement, "At-Grade Rio Del Mar" shall mean the collective total of land dedications and improvements of Rio Del Mar with an at-grade railroad crossing; At-Grade Rio Del Mar is divided into the following six Segments:
(i) "At-Grade Rio Del Mar Segment 1" shall be that
segment of At-Grade Rio Del Mar that stretches eastward from the eastern edge of the below-described "SR 29/Rio Del Mar Tie-In" to the eastern edge of the Main Street extension;
(ii) "At-Grade Rio Del Mar Segment 2" shall be that
segment of At-Grade Rio Del Mar that stretches eastward from the eastern edge of the Main Street extension to the western edge of the below-described "At-Grade Railroad Crossing;"
(iii) "At-Grade Rio Del Mar Railroad Crossing
Segment" shall be that segment of At-Grade Rio Del Mar that encompasses the physical railroad tracks and railroad right-of-way;
(iv) "At-Grade Rio Del Mar Segment 3" shall be that
segment of At-Grade Rio Del Mar that stretches eastward from the eastern edge of the At-Grade Railroad Crossing Segment to the western edge of Loop Road; (v) "At-Grade Rio Del Mar Segment 4" shall be that
segment of At-Grade Rio Del Mar that stretches from the western edge of Loop Road to the western edge of the Newell Property; and
(vi) "At-Grade Rio Del Mar Segment 5" shall be that
segment of At-Grade Rio Del Mar that stretches from the western edge of the Newell Property to the western edge of Newell Drive.
(B) It is understood by the Parties that such right-of-way dedications shall reflect the right-of-way requirements of the General Plan and Specific Plan, and that if City is responsible for securing the dedication, that City shall secure the dedication at City's sole cost and expense and at such time as the Parties agree is necessary to ensure the absence of Developer construction delay on the Rio Del Mar Improvements.

City shall coordinate the acquisition of right-of-way from the relevant property owner(s), with the goal being the full dedication of At-Grade Segment 1, At-Grade Segment 2, and At-Grade Segment 5 at no cost to the Parties. The Parties recognize that if eminent domain or other City actions are necessary to acquire the right-of-way from the relevant property owner(s) needed for the construction At-Grade Segment 1, At-Grade Segment 2, and AtGrade Segment 5, delays may occur and shall be allowed. Should eminent domain be required, acquisition shall be by, and at the sole and exclusive cost and expense of, City.

Regarding the dedication of the relevant Segments of At-Grade Rio Del Mar, the following shall apply:
41 341
(i) City shall secure the dedication of At-Grade Rio Del Mar Segment 1;
(ii) City shall secure the dedication of At-Grade Rio Del Mar Segment 2;
(iii) The details of the "At-Grade Rio Del Mar Railroad Crossing Segment" are addressed in subdivision (h)( 4) of this Section 2.07 of this Development Agreement;
(iv) Developer shall dedicate to City, upon the Project's first recorded subdivision map (e.g., the final map relating to the Large Lot Vesting Tentative Map), At-Grade Rio Del Mar Segment 3;
(v) Developer shall dedicate to City, upon the Project's first recorded subdivision map (e.g., the final map relating to the Large Lot Vesting Tentative Map), At-Grade Rio Del Mar Segment 4; and
(vi) City secured the dedication of At-Grade Rio Del Mar Segment 5 through the recordation of the Newell Parcel Map. (C) It is understood by the Parties that when Developer or City is required by this Development Agreement (below) to construct (or cause the financing and/or construction of) At-Grade Rio Del Mar improvements, such improvements shall be constructed and improved at such time as set forth in the Project's relevant subdivision map approval. That being stated, general construction and improvement obligations regarding At-Grade Rio Del Mar are as follows:
(i) Developer shall be responsible for the construction and improvement of At-Grade Rio Del Mar Segment 1 at such time as set forth in the Project's relevant subdivision map approval, provided that Developer shall be reimbursed by City for Developer's full costs related to such construction and improvement of such At-Grade Rio Del Mar Segment 1, and provided that such full reimbursement by City to Developer shall occur the earlier of the following events:

Within thirty (30) days of the date of the recording of any final subdivision map regarding the "Adobe Property," or within thirty (30) days of the date of the City's issuance of any Building Permit regarding the Adobe Property. For the purposes of this Development Agreement, the "Adobe Property" shall mean that property depicted on Exhibit A to this Development Agreement. Further, for the purposes of this Development Agreement, Developer's full costs (including without limitation, a reasonable construction management fee in an amount consistent with practices within the trades for such roadway construction, and every other task required) related to such construction and improvement of such At-Grade Rio Del Mar Segment 1 shall be referred to as "Developer's At-Grade Rio Del Mar Segment 1 Costs";
(ii) Developer shall be responsible for the construction and improvement of At-Grade Rio Del Mar Segment 2 at such time as set forth in 42 342
the Project's relevant subdivision map approval, provided that Developer shall be reimbursed by City for Developer's full costs related to such construction and improvement of such At-Grade Rio Del Mar Segment 2, with such reimbursement being a priority, and coming from funds City secures through City's imposition on other development in the City some form of fees, charges, assessments and/or other means, and further provided that such City reimbursement obligation to Developer shall continue until such time as Developer is fully so reimbursed, or this Development Agreement's Term concludes, whichever occurs first. For the purposes of this Development Agreement, Developer's full costs related to such construction and improvement of such At-Grade Rio Del Mar Segment 2 shall be referred to as "Developer's At-Grade Rio Del Mar Segment 2 Costs"; (iii) The details of the "At-Grade Rio Del Mar Railroad Crossing Segment" are addressed in subdivision (h)( 4) of this Section 2.07 of this Development Agreement;
(iv) Developer shall be responsible for the construction and improvement of At-Grade Rio Del Mar Segment 3 at such time as set forth in the Project's relevant subdivision map approval;
(v) Developer shall be responsible for the construction and improvement of At-Grade Rio Del Mar Segment 4 at such time as set forth in the Project's relevant subdivision map approval; and,
(vi) Developer shall be responsible for the construction and improvement of At-Grade Rio Del Mar Segment 5 at such time as set forth in the Project's relevant subdivision map approval.
(3) Regarding Rio Del Mar With a Grade-Separated Railroad Crossing.

The following addresses a grade-separated railroad crossing, and the resulting "Grade-Separated Rio Del Mar" and its subparts:
(A) For the purposes of this Development Agreement, and as further described in Exhibit B of this Development Agreement, "Grade-Separated Rio Del Mar" shall mean the collective total of land dedications and improvements of Rio Del Mar with a grade-separated railroad crossing; Grade-Separated Rio Del Mar is divided into the following six Segments:
(i) "Grade-Separated Rio Del Mar Segment A" shall
be that segment of Grade-Separated Rio Del Mar that stretches eastward from the eastern edge of the below-described "SR 29/Rio Del Mar Tie-In" to the eastern edge of the Main Street extension;
(ii) "Grade-Separated Rio Del Mar Segment B" shall
be that segment of Grade-Separated Rio Del Mar that stretches eastward from the eastern edge of the Main Street extension to the western edge of the belowdescribed "Grade-Separated Railroad Crossing Segment;" 43 343
(iii) "Grade-Separated Rio Del Mar Railroad
Crossing Segment" shall be that segment of Grade-Separated Rio Del Mar that encompasses the physical railroad tracks and railroad right-of-way, and further, shall include all ground excavation, retaining walls, footings, railings, groundwater pumping systems, and the like, that are necessary to effect a safe separation of the roadway grade from and under the railmad tracks and crossing regardless of location. By way of example only, retaining walls running under the railroad tracks and then rising up along the roadway to at-grade elevation that are used to support the soil adjacent to such Rio Del Mar roadway shall be considered part of the "Grade-Separated Rio Del Mar Railroad Crossing Segment" even if such retaining wall improvements geographically are located within the area described by this Development Agreement as "Grade-Separated Rio Del Mar Segment B." (iv) "Grade-Separated Rio Del Mar Segment C" shall
be that segment of Grade-Separated Rio Del Mar that stretches eastward from the eastern edge of the Grade-Separated Railroad Crossing Segment to the western edge of Loop Road;
(v) "Grade-Separated Rio Del Mar Segment D" shall
be that segment of Grade-Separated Rio Del Mar that stretches eastward from the western edge of Loop Road to the western edge of the Newell Property; and (vi) "Grade-Separated Rio Del Mar Segment E" shall
be that segment of Grade-Separated Rio Del Mar that stretches eastward from the western edge of the Newell Property to the western edge of Newell Drive. (B) It is understood by the Parties that all such right-of-way dedications shall reflect the right-of-way requirements of the General Plan and Specific Plan, and that if City is responsible for securing the dedication, that City shall secure the dedication at City's sole cost and expense and at such time as the Parties agree is necessary to ensure the absence of Developer construction delay on the Rio Del Mar Improvements.

City shall coordinate the acquisition of right-of-way from the relevant property owner, with the goal being the full dedication of Grade-Separated Segment A and Grade-Separated Segment B, and Grade-Separated E at no cost to the Parties. The Parties recognize that if eminent domain or other City actions are necessary to acquire the right-of-way from the relevant property owner( s) needed for the construction of Grade-Separated Segment A, Grade-Separated Segment B, and Grade-Separated E, delays may occur and shall be allowed. Should eminent domain be required, acquisition shall be by, and at the sole and exclusive cost and expense of, City. Regarding the dedication of the relevant Segments of Grade-Separated Rio Del Mar, the following shall apply:
(i)
Rio Del Mar Segment A;
(ii)
Rio Del Mar Segment B;
City shall secure the dedication of Grade-Separated
City shall secure the dedication of Grade-Separated
44 344
(iii) The details of the "Grade-Separated Rio Del Mar
Railroad Crossing Segment" are address below in subdivision (h)( 4) of this Section

2.07 of this Development Agreement;
(iv) Developer shall dedicate to City, upon the Project's first recorded subdivision map (e.g., the final map relating to the Large Lot Vesting Tentative Map), Grade-Separated Rio Del Mar Segment C;
(v) Developer shall dedicate to City, upon the Project's first recorded subdivision map (e.g., the final map relating to the Large Lot Vesting Tentative Map), Grade-Separated Rio Del Mar Segment D; and (vi) City secured the dedication of Grade-Separated Rio Del Mar Segment E through the recordation of the Newell Parcel Map. (C) It is understood by the Parties that when Developer or City is required by this Development Agreement (below) to construct ( or cause the financing and/or construction of) Grade-Separated Rio Del Mar improvements, such improvements shall be constructed and improved at such time as set forth in the Project's relevant subdivision map approval. That being stated, general construction and improvement obligations regarding Grade-Separated Rio Del Mar are as follows:
(i) Developer shall be responsible for the construction and improvement of Grade-Separated Rio Del Mar Segment A at such time as set forth in the Project's relevant subdivision map approval, provided that the portion of the costs to Developer of constructing and improving Grade-Separated Rio Del Mar Segment A that is equal to "Developer's At-Grade Rio Del Mar Segment 1 Costs" shall be reimbursed by City to Developer, and provided that such reimbursement by City to Developer ( for the dollar amount of the portion of the costs to Developer of constructing and improving Grade-Separated Rio Del Mar Segment A that is equal to "Developer's At-Grade Rio Del Mar Segment 1 Costs") shall occur the earlier of the following events: Within 30 days of the date of the recording of any final subdivision map regarding the Adobe Property, or within 30 days of the date of any City issuance of any Building Permit regarding the Adobe Property.
(ii) Developer shall be responsible for the construction and improvement of Grade-Separated Rio Del Mar Segment B at such time as set forth in the Proje_ct's relevant subdivision map approval, provided that the portion of the costs to Developer of constructing and improving Grade-Separated Rio Del Mar Segment B that is equal to "Developer's At-Grade Rio Del Mar Segment 2 Costs" shall be reimbursed by City to Developer, and provided that such reimbursement by City to Developer ( for the dollar amount of the portion of the costs to Developer of constructing and improving Grade-Separated Rio Del Mar Segment B that is equal to "Developer's At-Grade Rio Del Mar Segment 2 Costs") shall be a priority, and shall come from funds come from funds City secures through City's imposition on other development in the City some form of fees, 45 345
charges, assessments and/or other means, and further provided that such City reimbursement obligation to Developer shall continue until such time as Developer is fully so reimbursed, or this Development Agreement's Term concludes, whichever occurs first.
(iii) The details of the "Grade-Separated Rio Del Mar
Railroad Crossing Segment" are addressed below in subdivision (h)( 4) of this Section 2.07 of this Development Agreement;
(iv) Developer shall be responsible for the construction and improvement of Grade-Separated Rio Del Mar Segment C at such time as set forth in the Project's relevant subdivision map approval; (v) Developer shall be responsible for the construction and improvement of Grade-Separated Rio Del Mar Segment D at such time as set forth in the Project's relevant subdivision map approval; and, (vi) Developer shall be responsible for the construction and improvement of Grade-Separated Rio Del Mar Segment E at such time as set forth in the Project's relevant subdivision map approval. (D) Regarding South Napa Junction with an At-Grade Railroad Crossing: a potential railroad crossing at South Napa Junction, while not favored by the Parties as the first option, is an option allowed for the Project by the General Plan, Specific Plan, and this Development Agreement. The Parties desire that the railroad crossing at South Napa Junction remain an "at-grade" crossing, and that each of the below-described components that collectively comprise the below-described "South Napa Junction" and "SR 29/South Napa Junction Tie-In" improvements be of a size, and quality of design, improvement, and construction similar to those of the Segments comprising the "At-Grade Rio Del Mar" improvements, the "Grade-Separated Rio Del Mar" improvements, and the "SR 29/Rio Del Mar Tie-In." For the purposes of such an at-grade railroad crossing at South Napa Junction, and the concomitant access to the Property and Project, the following shall apply. The South Napa Junction improvements ("South Napa Junction") shall be the collective total of the following six (6) segments:
(i) "South Napa Junction Segment 1" shall be that
segment of South Napa Junction that stretches eastward from the eastern edge of the below-described "SR 29/ South Napa Junction Tie-In" to the eastern edge of the Main Street extension;
(ii) "South Napa Junction Segment 2" shall be that
segment of South Napa Junction that stretches eastward from the eastern edge of the Main Street extension to the western edge of the below-described "South Napa Junction Railroad Crossing Segment;"
(iii) "South Napa Junction Railroad Crossing
Segment" shall be that segment of South Napa Junction that encompasses the physical railroad tracks and railroad right-of-way;
46 346
(iv) "South Napa Junction Segment 3" shall be that
segment of South Napa Junction that stretches eastward from the eastern edge of the South Napa Junction Railroad Crossing to the western edge of Loop Road; (v) "South Napa Junction Segment 4" shall be that
segment of South Napa Junction that stretches from the western edge of Loop Road to the western edge of the Newell Property; and;
(vi) "South Napa Junction Segment 5" shall be that
segment of At-Grade Rio Del Mar that stretches from the western edge of the Newell Property to the western edge of Newell Drive.
(E) It is understood by the Parties that right-of-way dedications shall reflect the right-of-way requirements of the General Plan and Specific Plan, and that if City is responsible for securing the dedication under this Development Agreement, that City shall secure the dedication at City's sole cost and expense and at such time as the Parties agree is necessary to ensure the absence of Developer construction delay on South Napa Junction. City shall coordinate the acquisition of right-of-way from the relevant property owner, with the goal being the full dedication of South Napa Junction Segment 1 and/or South Napa Junction Segment 2 at no cost to the Parties. The Parties recognize that if eminent domain or other City actions are necessary to acquire the right-of-way from the relevant property owner(s) needed for the construction South Napa Junction Segment 1 and/or South Napa Junction Segment 2, delays may occur and shall be allowed. Should eminent domain be required, acquisition shall be by, and at the sole and exclusive cost and expense of, City. Regarding the dedication of the relevant Segments of South Napa Junction, the following shall apply:
(i) City shall secure the dedication of South Napa
Junction Segment 1;
(ii) City shall secure the dedication of South Napa
Junction Segment 2;
(iii) The details of the "South Napa Junction Railroad
Crossing" are addressed in subdivision (h)( 4) of this Section 2.07 of this Development Agreement;
(iv) Developer shall dedicate to City, upon the Project's first recorded subdivision map (e.g., the final map relating to the Large Lot Vesting Tentative Map), South Napa Junction Segment 3;
(vii) Developer shall dedicate to City, upon the Project's first recorded subdivision map (e.g., the final map relating to the Large Lot Vesting Tentative Map), South Napa Junction Segment 4; and
(viii) South Napa Junction Segment 5 was dedicated to
City through the Newell Parcel Map.
47 347
(F) It is understood by the Parties that when Developer or City is required by this Development Agreement (below) to construct (or cause the financing and/or construction of) South Napa Junction improvements, such improvements shall be constructed and improved at such time as set forth in the Project's relevant subdivision map approval. That being stated, general construction and improvement obligations regarding South Napa Junction are as follows:
(i) Developer shall be responsible for the construction and improvement of South Napa Junction Segment 1 at such time as set forth in the Project's relevant subdivision map approval, provided that Developer shall be reimbursed by City for Developer's full costs related to such construction and improvement of such South Napa Junction Segment 1, and provided that such full reimbursement by City to Developer shall occur the earlier of the following events:

The recording of any final subdivision map regarding the "Adobe Property," or the City issuance of any Building Permit regarding the Adobe Property. For the purposes of this Development Agreement, the "Adobe Property" shall mean that property depicted on Exhibit A to this Development Agreement. Further, for the purposes of this Development Agreement, Developer's full costs related to such construction and improvement of such South Napa Junction Segment 1 shall be referred to as "Developer's South Napa Junction Segment 1 Costs"; (ii) · Developer shall be responsible for the construction and improvement of South Napa Junction Segment 2 at such time as set forth in the Project's relevant subdivision map approval, provided that Developer shall be reimbursed by City for Developer's full costs related to such construction and improvement of such South Napa Junction Segment 2, with such reimbursement being a priority, and coming from funds City secures through City's imposition on other development in the City some form of fees, charges, assessments and/or other means, and further provided that such City reimbursement obligation to Developer shall continue until such time as Developer is fully so reimbursed, or this Development Agreement's Term concludes, whichever occurs first; (iii) The details of the "South Napa Junction Railroad
Crossing" are addressed in subdivision (h)( 4) of this Section 2.07 of this Development Agreement;
(iv) Developer shall be responsible for the construction and improvement of South Napa Junction Segment 3 at such time as set forth in the Project's relevant subdivision map approval;
(v) Developer shall be responsible for the construction and improvement of South Napa Junction Segment 4 at such time as set forth in the Project's relevant subdivision map approval; and,
(vi) Developer shall be responsible for the construction and improvement of South Napa Junction Segment 5 at such time as set forth in the Project's relevant subdivision map approval.
48 348
(G) The Parties recognize that development of Residential Phase 1 of the Specific Plan shall only require adequate access, as further described in Section

2.06 of this Development Agreement.
(4) Relating to Any Railroad Crossing:
(A) Generally. A railroad crossing at Rio Del Mar is anticipated for the Project by the General Plan and Specific Plan. The Parties generally desire that the railroad crossing at Rio Del Mar be an "at-grade" crossing. However, the Parties also recognize that time, money, and the authority of others, including without limitation governmental agencies such as the California Public Utilities Commission ("PUC"), have influence and authority over such at-grade crossing options. Further, the Parties recognize that time savings, certain Developer financial obligation reductions, and other factors may make a grade-separated crossing at Rio Del Mar more attractive and achievable. Lastly, the Parties recognize that should an at-grade or grade-separated railroad crossing at Rio Del Mar prove unsuccessful, there exists a private at-grade railroad crossing at South Napa Junction that is the subject of a previous settlement agreement, and therefore shall be available as an access point to the Project. Therefore, which railroad crossing to pursue will be an evolving analysis by Developer, as the Parties work through the many issues.

At any time period during which an at-grade railroad crossing is being pursued, Developer, exercising its sole and exclusive discretion, shall have the right to assert to City that such an at-grade application shall be not submitted, or if already submitted, shall be abandoned and/or otherwise put aside and that a grade-separated railroad crossing at Rio Del Mar shall be pursued. If such an assertion is made, then such at-grade application shall be not submitted, or if already submitted, shall be abandoned and/or otherwise put aside and a grade-separated railroad crossing at Rio Del Mar shall be pursued by the Parties. (B) Developer and City shall coordinate and cooperate with each other toward the goal of securing permission from all relevant public agencies, including without limitation the PUC, to build whatever at-grade or grade-separated crossing is ultimately determined and pursued by Developer, in Developer's sole and exclusive discretion. City shall be responsible for making any and all application(s) to such relevant public agencies including without limitation the PUC for any and all such rail crossing(s), and Developer shall be responsible for coordinating and paying for the consultants needed to support that effort. Developer shall be responsible for all City Staff costs and fees relating to whichever/all railroad crossings pursued, which City Staff costs and fees reflect the amount that City actually expends for such City Staff costs and fees, which City actual expenditures shall not include · any administrative fees, charges, and/or assessments; Developer shall not be responsible for the City costs and fees relating to the City Attorney, and any additional City-hired special legal counsel, regarding whichever/all railroad crossings are pursued.
(C) If Developer, in its sole and exclusive discretion, determines to pursue the At-Grade Railroad Crossing, then the following shall apply:
(i) Developer shall provide City written notice that
Developer has determined to pursue the At-Grade Railroad Crossing; and 49 349
(ii) Developer shall be responsible for the costs and fees related to such At-Grade Railroad Crossing Segment.
(iii) Developer shall be responsible for all costs related to the SR 29/Rio Del Mar Tie-in, up to a maximum of $2.5 million. Any amount beyond such $2.5 million shall be subject to the "Resolution Process" requirements of Section 2.03 of this Development Agreement, where the Parties will endeavor to resolve the amount in excess of $2.5 million dollars. City shall be responsible for making application to all relevant public agencies - including without limitation, the California Department of Transportation ("CalTrans") - to secure encroachment Permits required to build that SR 29 Tie-In Developer decides to pursue ( either the SR 29/Rio Del Mar Tie-In or the SR 29/South Napa Junction TieIn). Developer shall be responsible for the costs and fees related to such City cooperation, coordination and application, including the costs and fees related to City Staff, which City Staff costs and fees reflect the amount that City actually expends for such City Staff costs and fees, which City actual expenditures shall not include any administrative fees, charges, and/or assessments; time; however, Developer shall not be responsible for any costs and fees relating to the City Attorney and/or Special Counsel hired by City to assist. Developer shall be reimbursed by City for Developer's costs (up to a maximum of $2.5 million - any amount beyond such $2.5 million shall be subject to the "Resolution Process" requirements of Section 2.03 of this Development Agreement) related to such construction and improvement of such SR 29/Rio Del Mar Tie-in in two ways:

First, the first fifty percent ( 50%) of Developer's costs related to such construction and improvement of such SR 29/Rio Del Mar Tie-shall be reimbursed by City to Developer at the earlier of the following events: Within 30 days of the date of the recording of any final subdivision map regarding the Adobe Property, or within 30 days of the date of City's issuance of any Building Permit regarding the Adobe Property; and Second, the second and final 50% of Developer's costs related to such construction and improvement of such SR 29/Rio Del Mar Tie-shall be reimbursed by City to Developer, with such reimbursement being given priority, and such reimbursement coming from funds City secures through City's imposition on other development in the City some form of fees, charges, assessments and/or other means, and further provided that such City reimbursement obligation to Developer shall continue until such time as Developer is fully so reimbursed, or this Development Agreement's Term concludes, whichever occurs first. provided further that the second.
(D) If Developer, in its sole and exclusive discretion, determines to pursue the Grade-Separated Railroad Crossing, then the following shall apply:
(i) Developer shall provide City written notice that
Developer has determined to pursue the Grade-Separated Crossing at Rio Del Mar. (ii) Developer shall be responsible for all costs and fees related to the Grade-Separated Railroad Crossing Segment, including the costs and fees related to City Staff time, which City Staff time costs and fees reflect the 50 350
amount that City actually expends for such City Staff costs and fees, which City actual expenditures shall not include any administrative fees, charges, and/or assessments; however, Developer shall not be responsible for any costs and fees relating to the City Attorney and/or Special Counsel hired by City to assist. (E) If neither the At-Grade Railroad Crossing Segment nor the Grade-Separated Railroad Crossing Segment is pursued by Developer and/or either or both are pursued but denied by the PUC (and/or others), and/or either or both are pursued but abandoned by Developer, then if Developer, in its sole and exclusive discretion, determines to pursue the existing at-grade railroad crossing at South Napa Junction, then the following shall apply:
(i) Developer shall provide City written notice that
Developer has determined to pursue the at-grade railroad crossing at South Napa Junction; and,
(ii) Developer shall be responsible for the costs and fees related to such South Napa Junction Railroad Crossing Segment. (iii) Developer shall be responsible for all costs and fees related to the SR 29/South Napa Junction Tie-In, up to a maximum of$2.5 million.

Any amount beyond such $2.5 million shall be subject to the "Resolution Process" requirements of Section 2.03 of this Development Agreement, where the Parties will endeavor to resolve the amount in excess of $2.5 million dollars. City shall be responsible for making application to all relevant public agencies - including without limitation, the California Department of Transportation ("CalTrans") - to secure encroachment Permits required to build that SR 29 Tie-In Developer decides to pursue (either the SR 29/Rio Del Mar Tie-In or the SR 29/South Napa Junction Tie-In). Developer shall be responsible for the costs and fees related to such City cooperation, coordination and application, including the costs and fees related to City Staff time, which City Staff costs and fees reflect the amount that City actually expends for such City Staff costs and fees, which City actual expenditures shall not include any administrative fees, charges, and/or assessments; however, Developer shall not be responsible for any costs and fees relating to the City Attorney and/or Special Counsel hired by City to assist. Developer shall be reimbursed by City for Developer's costs (up to a maximum of $2.5 million - any amount beyond such $2.5 million shall be subject to the "Resolution Process" requirements of Section

2.03 of this Development Agreement) related to such construction and improvement of such SR 29/South Napa Junction Tie-In in two ways: First, the first fifty percent (50%) of Developer's costs related to such construction and improvement of such SR 29/South Napa Junction Tie-In shall be reimbursed by City to Developer at the earlier of the following events: The recording of any final subdivision map regarding the Adobe Property, or the City issuance of any Building Permit regarding the Adobe Property; and Second, the second and final 50% of Developer's costs related to such construction and improvement of such SR 29/South Napa Junction Tie-In shall be reimbursed by City to Developer, with such reimbursement being a priority, and coming from funds City secures through City's 51 351
imposition on other development in the City some form of fees, charges, assessments and/or other means, and further provided that such City reimbursement obligation to Developer shall continue until such time as Developer is fully so reimbursed, or this Development Agreement's Term concludes, whichever occurs first.
(5) Relating to the SR 29/Rio Del Mar Tie-In and the SR 29/South Napa Junction Tie-In:
(A) Section 2.07(h)(4) of this Development Agreement and this Section 2.07(h)(5) of this Development Agreement shall apply regarding required actions of the Parties, the expenditure of money, reimbursements, and other actions contemplated, regarding any and all State Highway 29 intersection improvements or other traffic and/or transportation improvements of any kind on State Highway 29, including the tie-in of AtGrade Rio Del Mar, or Grade-Separated Rio Del Mar to State Highway 29 ("SR 29/Rio Del Mar Tie-In"), or the tie-in of South Napa Junction to State Highway 29 ("SR 29/South Napa Junction Tie-In"). All such Tie-In options are shown on Exhibit B to this Development Agreement.
(B) City and Developer shall cooperate and coordinate their efforts to secure approval of the SR 29 Tie-In that Developer decides to pursue ( either the SR 29/Rio Del Mar Tie-In or the SR 29/South Napa Junction Tie-In) in a manner to ensure the absence of Developer construction delay on either the At-Grade Rio Del Mar, GradeSeparated Rio Del Mar improvements, or South Napa Junction improvements. The Parties recognize the approval of Cal trans may cause delays and such delays shall be allowed. (6) Relating to the Loop Road Improvements.
(A) Developer shall dedicate to City at such relevant Project subdivision map recordation date, that land described in Exhibit B to this Development Agreement.
(B) Developer shall construct ( or cause the finance and construction of) at such time as set forth in the Specific Plan (and such relevant Project subdivision map approval), those roadway improvements described in Exhibit C to this Development Agreement ( collectively, the "Loop Road Improvements"). The Loop Road Improvements are comprised of "Loop Road Segment 1," "Loop Road Segment 2," and "Loop Road Segment 3," as shown on Exhibit B to this Development Agreement. (7) Relating to the Rolling Hills Drive Improvements:
(A) Developer shall dedicate to City at such relevant Project subdivision map recordation date, that land described in Exhibit B to this Development Agreement ( collectively, the "Rolling Hills Drive Improvements"). (B) Developer shall construct ( or cause the finance and construction of) at such time as the commencement of Watson Ranch Specific Plan's Phase 2 of residential development (and such relevant Project subdivision map approval) or 52 352
sooner if required to meet secondary access requirements for residential development, those roadway improvements described in Exhibit B to this Development Agreement. (8) Relating to Underground Utilities:
(A) Developer shaH dedicate to City at such relevant Project subdivision map recordation date those underground utility and storm drain infrastructure improvements within the Project required by the Project's development. (B) Developer shall construct ( or cause the finance and construction of) at such time as set forth in such relevant Project subdivision map approval, those underground utility and storm drain infrastructure improvements within the Project required by the Project's development.
(i) The Parties understand that Developer and the Napa Valley Unified School District have taken actions and will take actions regarding new elementary school and new middle school, and that Developer and the Napa Valley Unified School District alone shall determine such actions for the Project.
(j) Developer shall assign to City, at such time as the Project's first recorded subdivision map, those water line easement rights and water use rights given by the City of Vallejo to AC-1 through the Grant of Easement (Waterline) between the City of Vallejo and Jaeger Vineyards, provided such assignment to City ensures AC-1 receives a credit for eighty (80) acrefeet of raw water and eighty (80) acre-feet of potable water for the AC-1 Property (for a combined total of one hundred sixty (160) acre-feet).
(k) Developer shall dedicate to City at such relevant Project subdivision map recordation date and improve at such time as set forth in the Specific Plan and such relevant Project subdivision map approval, approximately three and fifty-five/one hundredths (3.55) acres of the Property for use as "Park A," as more particularly set forth in Exhibit B to this Development Agreement. Developer shall be obligated to contribute no more than five million six hundred thousand ($5,600,000) for the improvement of Park A; said $5,600,000 maximum shall include any and all Processing Fees, Building Permit Fees, User Fees, and/or Inspection Fees. Notwithstanding the forgoing, the $5,600,000 amount (for the improvement of Park A) shall be considered to be in Calendar Year 2019 dollars, and, commencing in 2020, that amount shall be increased each year by the relevant year's percentage amount set forth in the Construction Cost Index for the San Francisco Region, until such Park A improvements are completed. Consistent with the foregoing, the Parties shall work together to secure that portion of Park A that sits on the Newell Property, including seeking to have the controlling owners of the Newell Property dedicate such portion to the City through existing and/or future subdivision maps. Developer's obligation to improve/construct Park A shall commence only after both fee title to that portion of Park A that sits on the Newell Property has been secured and is in City possession, and the Specific Plan's Phase 2 of development of the Project has commenced.
(1) Developer shall dedicate to City at such relevant Project subdivision map recordation date and improve at such time as set forth in at such relevant Project subdivision map approval, approximately five and fifty-seven/one hundredths (5.57) acres for use as "Park B," as 53 353
more particularly set forth in Exhibit B to this Development Agreement. Developer shall be obligated to contribute no more than two million eight hundred thousand dollars ($2,800,000) for the improvement of Park B; said $2,800,000 maximum shall include any and all Processing Fees, and/or Inspection Fees. Notwithstanding the forgoing, the $2,800,000 amount (for the improvement of Park B) shall be considered to be in Calendar Year 2019 dollars, and, commencing in 2020, that amount shall be increased each year by the relevant year's percentage amount set forth in the Construction Cost Index for the San Francisco Region, until such Park B improvements are completed. Consistent with the foregoing, the Parties shall work together to secure that portion of Park B that sits on the Newell Property, including seeking to have the controlling owners of the Newell Property dedicate such portion to the City through existing and/or future subdivision maps.

Developer's obligation to improve/construct Park B shall commence only after both: fee title to that portion of Park B that sits on the Newell Property has been secured and is in City possession; and the Specific Plan's Phase 3 of development of the Project has commenced. (m) Developer shall dedicate to the City, at such relevant Project subdivision map recordation date, and improve at such time as set forth in such relevant Project subdivision map approval, approximately sixty-seven one hundredths (.67) acres for use as the "Napa Valley Vine Trail," as more particularly set forth in Exhibit B to this Development Agreement. Developer shall be obligated to contribute no more than four hundred sixty thousand dollars ($460,000) for the improvement of the Napa Valley Vine Trail; said $460,000 maximum shall include any and all Processing Fees, and/or Inspection Fees. Notwithstanding the forgoing, the $460,000 amount (for the improvement of the Napa Valley Vine Trail) shall be considered to be in Calendar Year 2019 dollars, and, commencing in 2020, that amount shall be increased each year by the relevant year's percentage amount set forth in the Construction Cost Index for the San Francisco Region, until such Napa Valley Vine Trail improvements are completed. Consistent with the foregoing, the Parties shall work together to secure that portion of the Napa Valley Vine Trail that sits on the Newell Property, including seeking to have the controlling owners of the Newell Property dedicate such portion to the City through existing and/or future subdivision maps. Said Developer's obligation to improve the Napa Valley Vine Trail shall commence only after fee title to that portion of the Napa Valley Vine Trail that sits on the Newell Property has been secured and is in City possession. The Parties recognize the City has exercised its discretion in requiring the Developer to construct various Class I trails including the Napa Valley Vine Trail and the River to Ridge Trail. The Parties shall coordinate and cooperate, including without limitation, the entering into of any necessary or desirous "Measure T Funding Equivalent Set-Aside Agreement," regarding the accounting procedures used to memorialize the Developer's costs in dedicating and improving said Class I trails with express purpose of maximizing the amount of "Measure T Funding Equivalent Set-Aside" defined by that certain Napa Valley Transportation Authority - Tax Authority Measure T Ordinance, and that certain Measure T Funding Agreement by and between the City and the Napa Valley Transportation Authority - Tax Authority.
(n) Developer shall dedicate to the City at such relevant Project subdivision map recordation date approximately two (2) acres of the Property for use as the "Community Plaza and Community Center Site" (which includes the required parking for this use), as more particularly set forth in Exhibit B to this Development Agreement. The Parties recognize that Developer, in Developer's sole and exclusive discretion, may save the "Silos" depicted in the Specific Plan, and if Developer determines to so save the Silos, then Developer may move the location of the Community Plaza and Community Center Site further south to accommodate the 54 354
Silos preservation. City shall complete the improvements to the Community Plaza and the Community Center Site as set forth in the Specific Plan. (o) Developer shall dedicate an easement to the City, at such relevant Project subdivision map recordation date, and improve at such time as set forth in at such relevant Project subdivision map approval, approximately six and seventy one hundredths (6.7) acres of the Property for use as the "Quarry Lake Park," as more particularly set forth in Exhibit B to this Development Agreement. Developer shall be obligated to contribute no more than one million six hundred thousand dollars ($1,600,000) for the improvement of the Quarry Lake Park; said $1,600,000 maximum shall include any and all Processing Fees, and/or Inspection Fees. Developer may, in Developer's sole and exclusive discretion, further improve the Quarry Lake Park with additional uses that complement the "Napa Valley Ruins & Gardens" ( described herein). The $1,600,000 maximum (for the improvement of Quarry Lake Park) shall be considered to be in Calendar Year 2019 dollars, and, commencing in 2020, that amount shall be increased each year by the relevant year's percentage amount set forth in the Construction Cost Index for the San Francisco Region, until such Quarry Lake Park improvements are completed. (p) Through the parkland dedication and improvement requirements set forth in this Section 2.07 of this Development Agreement, Developer has satisfied all parkland dedication, improvement, and funding requirements of State law, including without limitation, the requirements set forth in the Subdivision Map Act, as amended.
(q) Developer may perform the following actions, in Developer's sole and exclusive discretion:
(1) Build up to that number of market rate residential units approved by the City through the Watson Ranch Specific Plan, through density increases allowed by this Development Agreement, and through density increases allowed by controlling California Density Bonus law (affordable housing/density bonus laws), as may be amended during the Term of this Development Agreement.
(2) Start construction of the first one-hundred (100) rooms of the Hotel use in Phase 2 of the Napa Valley Ruins & Gardens development, as more specifically set forth in the Specific Plan.
(3) Otherwise develop all or any aspect of the Project approved by City. (4) Seek and secure an agreement with the American Canyon Fire Protection District regarding future fees, taxes, and the like.

2.08 Additional City Obligations and Permitted Acts.
(a) This Section 2.08 of this Development Agreement sets forth additional City obligations and permitted acts regarding the Project. As is required of all actions by the Parties under this Development Agreement, City shall take all action necessary or desirous to effect the development of the Project approved by City with Good Faith and Fair and Expeditious Dealing, including without limitation, all actions required under this Section 2.08 of this Development Agreement.
55 355
(b) City shall take the following actions:
(1) City shall accept all dedications from Developer required by this Development Agreement, as such time as offered by Developer, as such timing of dedication that is required by this Development Agreement.
(2) City shall charge Developer no more than the cost to City of the actual time City expends on administering, directing, supervising, and/or overseeing Consultants, or others working on the Project, or the invoices from Consultants, or others working on the Project.
(3) City shall secure the dedication of Newell Drive Segment 5 right of way, and any and all other Newell Drive right-of-way land needed ( other than that which is the responsibility of Developer) to complete Newell Drive from its existing terminus to Newell Drive' s proposed intersection with Green Island Road and State Highway 29. (4) As an incentive for Developer to complete the Napa Valley Ruins & Gardens and Hotel, and thereby generate sales tax and transient occupancy tax revenues, City agrees to reimburse Developer for a portion of the costs incurred in the development of the Napa Valley Ruins & Gardens and Hotel. Therefore, commencing on the Effective Date of this Development Agreement and continuing uninterrupted until such earlier time as: the day after the Term of this Development Agreement has expired, or that date by which Developer has received from City either forty five million dollars ($45,000,000.00) or that sum resulting from the application of Sections 2.0S(b )( 4)(C) below (the time period is collectively referred in this Development Agreement as the "Repayment Period" and the $45,000,000 or that sum resulting from the application of Sections 2.0S(b )( 4)(C) below, is referred to as the "City Contribution"), City shall do the following:
(A) Pay to Developer ( or Developer's assignee) an amount equal to fifty percent (50%) of any and all past, present, and/or future sales tax, and any and all past, present, and/or future transient occupancy tax that City receives, collects and/or otherwise has the ability to secure from the Napa Valley Ruins & Gardens and Hotel uses on the Property ("Equivalent Total Funds") for the immediately preceding calendar year ( collectively, "Annual City Payment").
(B) The Annual City Payment shall be made to Developer on or before March 15 of each year of the Repayment Period. For example, the Equivalent Total Funds received by the City in Calendar Year 2025 would be made as City's 2025 Annual City Payment to Developer on or before March 15 of Calendar Year 2026. (C) Consistent with the foregoing, in the event the City is able to provide Developer with a dollar-for-dollar reduction (savings) on the Master Backbone Infrastructure related to the Napa Valley Ruins & Gardens and Hotel, then the City may reduce its City Contribution to Developer by such dollar-for-dollar savings on the Napa Valley Ruins & Gardens and Hotel MBI. By way of example only, if City is able to provide Developer with $2 million in MBI reduction (savings) relating to Developer's otherwise 56 356
owing Napa Valley Ruins & Gardens and Hotel MBI obligations, then the City Contribution would be reduced by such $2 million.
(5) City guarantees all City services and facilities, such as City wastewater capacity, City water service, and the like, to the Project, and City shall issue "will serve letters" for such City services and facilities as requested by Developer. Developer shall be responsible for the acquisition of permits, approvals, easements, and services required to serve the Project from all non-City providers of utilities at Developer's cost. Developer shall also be responsible for coordinating with any non-City providers of utilities to ensure the proper installation and construction of non-City utilities in accordance with the Applicable Law. The provision of all such services shall be subject to City approval, which City approval, like all actions of the Parties under this Development Agreement, shall be subject to the Good Faith and Fair and Expeditious Dealing requirements of this Development Agreement. For example, if any facilities and/or services contemplated in the Watson Specific Plan or related Project Approvals are determined by the City to not be needed in order to properly serve the Project to the standard set forth in the Existing City Law, then any such facilities and/or services shall not be required of Developer and/or the Project.
(c) City and Developer shall cooperate with the formation of municipal Finance Mechanism(s) and shall take related actions as follows:
(1) Developer, in its sole and exclusive discretion, shall have the right from time to time to request City to establish one or more "Project Finance Mechanism(s)" ("Project Finance Mechanism(s)" shall mean and include the singular "Project Finance Mechanism") to finance Project infrastructure, including without limitation roadway, sewer, water, drainage, fire, utility, and/or park improvements, facilities, the Impact Fees related thereto ("Public Improvements"), and/or to maintain and operate the Public Improvements and to provide for any public services· that may be required in connection with the development of the Project. Upon receipt of such Developer request, City shall implement such requests subject to applicable State and Federal law and other controlling laws. (A) City's participation in forming any Project Finance Mechanism(s) approved by City (and its operation thereafter) and in issuing any debt in connection therewith ("Project Debt" and/or "Bonds") approved by City shall include all of the usual and customary municipal functions associated with such tasks, including without limitation, the formation and administration of special districts, the issuance of Project Debt, the monitoring and collection of fees, taxes, assessments, and charges such as utility charges, the creation and administration of enterprise funds, the enforcement of debt obligations, and other functions or duties authorized or required by the laws, regulations, or customs relating to such tasks.
(B) There shall be no limitation on the number or kinds of Project Finance Mechanism(s) used on the Project/Property. Within any individual Project Finance Mechanism, City shall allow apportionment between funding construction of infrastructure and funding on-going maintenance and operation. Additionally, City shall specify that any and all apportionments may be based on land uses rather than benefits 57 357
received, so that such apportionment can consider and take into account market acceptance, feasibility, and affordability.
(C) Establishing any Project Finance Mechanism(s) to finance the construction, operation or maintenance of Public Improvements, the payment oflmpact Fees and/or Project Debt shall be initiated upon the request of Developer in connection with the development of any phase of the Project, or by City in cooperation with Developer. In such regard, Developer shall submit to City its phasing plan for any facilities to be financed, including without limitation, the priority and financing needs related to such Public Improvements and the type of Project Finance Mechanism(s) Developer desires, and phases and Bond issuances related thereto, which Developer elects to use for specified purposes at the earliest possible time.
(2) Nothing in this Section shall be construed to limit the discussion and evaluation of Project Finance Mechanism(s) solely to "Mello-Roos Community Facilities Districts" ( also referred to in this Development Agreement as "CFDs"), which are entities formed pursuant to Government Code 5 3 313. 5 (Mello-Roos Act) for the purposes of financing all or a portion of the cost of certain Public Improvements and/or services utilizing a "Rate and Method of Apportionment of Special Taxes" (also referred to in this Development Agreement as ''RMA").
(3) For instance, City shall evaluate the formation of one or more entities known as Assessment Districts ( also referred to in this Development Agreement as "ADs") formed pursuant to applicable law (including but not limited to: the Municipal Improvement Act of 1913 (Streets and Highway Code section 10000 et seq.) ("1913 Act"), Landscape and Lighting Act of 1972 (Streets and Highway Code section 22500 et seq.) ("1972 Act") Benefit Assessment Act of 1982 (Government Code section 54703 et seq.) ("1982 Act") Property and Business Improvement District Law of 1994 (Streets and Highway Code section 36600 et seq.) ("PBID)) for the purposes of financing all or a portion of the cost of certain Public Improvements and/or services utilizing a discrete methodology known as an "Engineer's Report" to assess amounts sufficient to cover the proportional cost of the special benefit that the property owner receives from the improvements or services that are paid for by the special assessment. (4) The decision to pursue CFDs or ADs to finance the construction of Public Improvements shall remain the Developer's sole and exclusive discretion. Notwithstanding the foregoing, the Developer shall utilize one or more Finance Mechanism(s) (or functionally equivalent annuity thereof) to provide the "Services CFD Amount" to the City for the funding of on-going maintenance and operations of Public Improvements as set forth below. (5) As required by applicable law, City may be required to enter into one or more joint community facilities agreements with other governmental entities that will own or operate any of the Public Improvements to be financed by a CFD. The City and Developer agree that they shall take any and all steps necessary to procure the authorization and execution of any required joint community facilities agreements with other governmental entities before the issuance of any CFD Bonds that finance the construction or acquisition of Public Improvements to be owned or operated by such other governmental entities. 58 358
(6) Developer's request shall be made to the City in written form and shall outline the purposes for which the Project Finance Mechanism(s) and/or Project Debt will be established or issued, the general terms and conditions upon which it will be established or issued, the specific list of Public Improvements, and a proposed timeline for its establishment and/or issuance. In the case of a CPD, said Developer request shall include the RMA, and in the case of other Project Finance Mechanisms, said request shall include the relevant and analogous information as required by applicable law. City's consideration of Developer's request shall be consistent with the requirements of this Development Agreement. (7) Developer, in Developer's sole and exclusive discretion shall have the right to elect to establish Project Finance Mechanisms through the California Statewide Community Development Authority (CSCDA), the Association of Bay Area Governments (ABAG), and/or any other public and/or quasi-public agencies with authority to form community facilities districts (collectively referred to as "Alternative Project · Finance Mechanism Agency") and said agencies shall comply with the City's Goals and Policies for CFDs (Resolution 2018-105, and as set forth in this Section). Prior to submitting a Project Finance Mechanism Application to Alternative Project Finance Mechanism Agency, Developer shall cooperate with the City and the City Manager or his designee in facilitating a review of the Project Finance Mechanism Application and to provide the City with such additional information and documentation as is reasonably necessary for the City Manager or his designee to conclude such review within thirty (30) days of receipt of any such Project Finance Mechanism Application.

City's review and approval of an application for a CFD shall be limited to ensuring consistency with City Goals and Policies for CFDs (e.g. Resolution 2018-105, etc.) and the requirements set forth in this Section 2.08(c) of this Development Agreement. (8) As of the Effective Date of this Development Agreement, the effective tax rate for the Property is 1.14%. Developer shall have the right to create a Project Finance Mechanism that increases the Aggregate Tax Burden on the Property to 1.80%.

Regardless of the number or kind of Project Finance Mechanism(s) used on the Project/Property, the "Special Tax Rate" established in conjunction with said Project Finance Mechanism(s) shall not exceed sixty-six one-hundredths percent (0.66%) of the estimated sales price of a dwelling unit to be constructed in conjunction with the Project. The sales prices shall be determined in conjunction with an absorption study or appraisal prepared for the CPD at the time of preparation of the RMA (or Engineer's Report).
(9) If the Developer elects to use CFDs or ADs as a Project Finance Mechanism, the City shall not take any action to increase the sum of any special taxes/assessment, prop.erty taxes, special taxes for any overlapping CFD, and any other taxes, fees, and charges which are collected by the County of Napa on ad valorem tax bills ("Aggregate Tax Burden") for the Property within the Project above 1.18% until all CFDs or ADs for a particular Improvement Area have been formed and Bonds issued.
(10) In the eventProject Finance Mechanisms are established to finance construction of Public Improvements, Developer shall have the ability to establish an annually increasing Special Tax Rate in an amount increasing no more than 2% per annum and as determined by the formational RMA (or Engineer's Report) for each Improvement Area. 59 359
(11) Irrespective of other Project Finance Mechanism or other CFDs (or elements of a Master CPD), a Special Tax Rate ( or Special Assessment, as appropriate) shall be developed, committed, and utilized for the funding of on-going maintenance and operations of Public Improvements in the annual amount of $302 per residential dwelling unit ("Services CFD Amount"). Moreover, irrespective of the limitation on the duration of levying of Special Taxes, etc. set forth below, said Services CPD Amount shall also be subject to an annual increase of

3.00%, and this amount shall be levied and collected in perpetuity to meet the "Special Tax Requirement for Services" -which is a term to be defined in the RMA (or similar). (12) Based on the phasing plan submitted to the City or Alternative Project Finance Mechanism Agency, the Developer shall have the right to identify the initial and each subsequent phase as a different improvement area of the CPD ("Improvement Area") under the CPD Act. The City has determined that the Public Improvements benefit the CPD and each Improvement Area as a whole, and, therefore, any of the :Public Improvements may be financed in any Improvement Area without regard to the specific benefit to such Improvement Area. (13) The appraised or assessed value-to-lien ratio for any CPD Bond issue will be three to one (3: 1 ), unless a lesser amount is mutually agreed to by City and Developer.

City shall not require Developer or any property owner within the Improvement Area to provide a Letter of Credit or other credit enhancement as security for the payment of special taxes in the CPD.
(14) The term "Remainder Taxes" shall mean that, in each, year, as of the day following the Principal Payment Date for an Improvement Area, all special taxes collected prior to such date in such Improvement Area in excess of the total of:
(A) Debt service on the outstanding CPD Bonds of the
applicable Improvement Area due in the current calendar year, if any; (B) Priority and any other reasonable administrative costs for the applicable Improvement Area payable in that fiscal year; and (C) Amounts levied to replenish the applicable reserve fund as of the Principal Payment Date, including amounts reserved for reasonable anticipated delinquencies, if any.
(15) The term "Principal Payment Date" means, either before or after CFD Bonds are issued, September 1 of each year, regardless of whether principal payments are actually due in any particular year. The term "Remainder Taxes Project Account" means a separate account created by City for the CPD and maintained by City or Alternative Project Finance Mechanism Agency to.hold all Remainder Taxes for all of the Improvement Areas of the CFD to be used for financing Public Improvements.
(16) Developer and City contemplate that, within each Improvement Area of the CPD, Public Improvements shall be paid from Remainder Taxes (as defined below) both before and after the issuance of Bonds for such Improvement Area. Accordingly, each RMA ( or equivalent formation document thereof) will provide that Remainder Taxes may be used to finance Public Improvements. For each CPD, annually, on the day following each "Principal 60 360
Payment Date" for such Improvement Area, all "Remainder Taxes" for such Improvement Area shall be deposited in the applicable "Remainder Taxes Project Account." (17) Commencing with the issuance of the first series of Bonds of an Improvement Area, continuing through the issuance of the final series of Bonds of the Improvement Area, and then continuing further for a period of fifteen (15) years from the date of the issuance of the final series of Bonds of the Improvement Area, the City or Alternative Project Finance Mechanism Agency shall levy Special Taxes on all Assessor's Parcels pursuant to the RMA or such lesser amount which complies with the Indenture, Fiscal Agent Agreement, Services CFD Amount, or similar. Following the issuance of the first series· of Bonds, the priority for allocation of the Special Taxes collected shall be as follows:
(A) First, to fund an amount up to any priority administrative expense requirement, as such term is generally understood; (B) Second, to pay principal and interest on outstanding Bonds and to replenish the reserve fund to the applicable reserve fund requirement; ( C) Third, to fund all actual Improvement Area administrative expenses in excess of the priority administrative expense requirement; and (D) Fourth, all remaining amounts shall be deposited in the Remainder Taxes Project Account and disbursed according to the following priority: First, to reimburse prior deposits paid by Developer to City or Alternative Project Finance Mechanism Agency pursuant to any Deposit Agreement and Developer's third-party consultant costs incurred relating to the formation of the CFD(s); Second, to the extent not funded with the proceeds of such series of Bonds, to pay or reimburse Developer for any Public Improvements in the order requested by Developer but subject to the terms of this Acquisition Agreement.
(E) Notwithstanding the above, City (or Alternative Project Finance Mechanism Agency) shall not levy any Special Taxes beyond the term of the Acquisition Agreement, except to fund items in (A) through (C) above. (18) The City shall take all actions necessary to satisfy Section 53314.9 of the Government Code ( or any similar statute subsequently enacted) to use Project Debt proceeds to reimburse Developer for Project Finance Mechanism formation and Project Debt issuance deposits and to advance funding of Public Improvements or costs. Contemporaneously with the formation of the Project Finance Mechanism, Developer and City shall execute an acquisition and funding agreement(" Acquisition Agreement") that shall apply to the acquisition and construction of the Public Improvements for each and every Improvement Area. The Acquisition Agreement shall be structured so that it is automatically applicable to any financing by special taxes levied in, or CPD Bonds issued for, a subsequent phase annexed into its respective Improvement Area of the CFD, without requiring any modifications to the Acquisition Agreement or any further approvals by the City.
(19) The Acquisition Agreement shall contain an acknowledgement by the City and Developer as to the following:
61 361
(A) Developer may be constructing Public Improvements
before CFD Bond proceeds and Remainder Taxes (herein, "Project Finance Mechanism Funding Sources" or "Funding Sources") that shall be used to acquire them are available. (B) City shall inspect the Public Improvements and process payment requests even if Funding Sources for the amount of pending payment requests are not then sufficient to satisfy them in full.
(C) Public Improvements may be conveyed to and accepted by the City or other governmental entity before the applicable payment requests are paid in full.
(D) If the City or other governmental entity accepts Public Improvements before the applicable payment requests are paid in full, the unpaid balance shall be paid when sufficient Funding Sources become available, and the Acquisition Agreement shall provide that the applicable payment requests for Public Improvements accepted by the City or other governmental entity may be paid in any number of installments as Funding Sources become available and irrespective of the length of time payment is deferred.
(E) Developer's conveyance or dedication of Public
Improvements to the City or other governmental entity before the availability of Funding Sources to acquire the Public Improvements shall not be considered a dedication or gift, nor a waiver of Developer's right to payment of Public Improvements under this Development Agreement or the Acquisition Agreement.
(20) Developer shall provide actual and conspicuous notice to potential homeowners, in a form reasonably acceptable to the City and in compliance with all applicable legal requirements including, without limitation, applicable provisions of Government Code Section 53341. 5) of any and all fees, taxes, and assessments to be charged to any and all purchasers of real property interests in the Project. Developer shall provide potential homeowners with a written and itemized notice of such projected costs and the manner in which they will be charged to the potential homeowner, which notice the potential homeowner shall sign. Developer shall retain a copy of each signed notice in Developer' s files for at least fifteen (15) years following the date of such notice, and shall provide a copy of each such signed notice to the City. (d) At Developer's sole discretion and in accordance with Developer's construction schedule, Developer shall apply for such other permits and approvals as may be required by other private and public and quasi-public entities in connection with the development of, or the provision of services to, the Property. City shall cooperate with Developer in Good Faith and Fair and Expeditious Dealing, at no cost to City, in Developer's efforts to obtain such permits and approvals and City shall, from time to time (at the request of Developer), use its Good Faith and Fair and Expeditious Dealing to enter into binding agreements with any such other entity as may be necessary to ensure the timely availability of such permits and approvals to Developer, provided such permits and approvals are mutually determined by City and Developer to be reasonably 62 362
necessary or desirable and are consistent with Applicable Law. In the event that any such permit or approval as set forth above is not obtained within three (3) months from the date application is deemed complete by the appropriate entity, and such circumstance materially deprives Developer of the ability to proceed with development of the Property or any portion thereof, or materially deprives City of a bargained-for public benefit of this Development Agreement, then, in such case, and at the election of Developer, Developer and City shall meet and confer with the objective of attempting to mutually agree on alternatives, Project Approvals, and/or an amendment to this Development Agreement to allow the development of the Property to proceed with each Party substantially realizing its bargained-for benefit there from.
( e) City and Developer acknowledge and agree that City may from time to time enter into (with Good Faith and Fair and Expeditious Dealing) joint exercise of power agreements or memoranda of understanding with other governmental agencies consistent with and to-further the purposes of this Development Agreement.
(f) City and Developer acknowledge and agree that City may enter into a Development Agreement with the owners of the Newell Property, and that if such a Development Agreement is entered, the obligations binding the Newell ·Property by such a Development Agreement shall include that a Project Labor Agreement applying to at least one hundred (100) residential units on the Newell Property shall be entered and executed by the owners of the Newell Property.
(g) City and Developer acknowledge and agree that Developer shall dedicate land to the City and other public agencies, and shall construct roadways, parks, MBI, and other public improvements for public purposes and benefits pursuant to this Development Agreement and the development of the Project in amounts in excess of the Project's impacts and concomitant mitigation obligations, and in excess of what could otherwise be required and/or imposed by City under controlling law. The fair market value of such dedicated lands at the Effective Date is approximately one million ($1,000,000.00) per acre. All of the foregoing benefits provide the consideration for this Development Agreement, and further lead to reimbursements and City Impact Fee payment forgiveness owed to Developer, as set forth in this Development Agreement.

Notwithstanding any other provision of this Development Agreement to the contrary, in no event shall the total value of the City Contribution, when combined with all other "public funds" ( as defined in California Labor Code section 1720(b)) in the Project exceed the costs of performing the public works of improvement required as a condition of regulatory approval of the Project, recognizing that certain reimbursements and Fees Credits to Developer are in exchange for contributions in excess of Project impacts or mitigation measures or other obligations, or which could otherwise not be required by City under controlling law (including but not limited to available reimbursements for all land contributions, etc.).

2.09 Subsequent Project Conditions of Approval and Agreements. (a) Applicability. The Parties anticipate that the actions/approvals listed in this Section 2.09 ofthis Development Agreement will occur after the Approval Date of this Development Agreement and within six (6) months of this Development Agreement's Effective Date. 63 363
(b) Project Conditions of Approval and Subdivision Improvement Agreements.
(1) City and Developer shall draft and coordinate "Conditions of Approval" to list all of the Conditions of Approval that shall be applicable to the entirety of the Project development, and then shall organize such Conditions of Approval so that City and Developer understand during which Project phase ("Phase") that each such Conditions of Approval applies and therefore must be performed/satisfied. Further, City and Developer shall draft and coordinate such Conditions of Approval for each such Phase to provide applicable timing of performance/satisfaction for each such Conditions of Approval within each specific Phase. For example, within a particular Phase, some Conditions of Approval shall require performance during the term of that Phase's Subdivision Improvement Agreement ("Phase SIA," defined below), yet other Conditions of Approval shall be performed during or after the term of a Phase SIA, but prior to or at the time of Building Permit issuance or Certificate of Occupancy issuance for structures built within the area of such Phase. The Conditions of Approval shall be drafted and organized so that Developer understands within which Phase the particular Conditions of Approval have to be satisfied, and the timing of such performance ( e.g., prior to the Final Map, during the term of the Phase SIA, or prior to or at the time of Building Permit/Occupancy Permit issuance, etc.). (2) Additionally, City and Developer shall draft and coordinate such Conditions of Approval to ensure that all Mitigation Measures relating to the Project (contained in the Project EIR and its Mitigation Monitoring and Reporting Program) are converted into actual Conditions of Approval to the Project Approvals. To coordinate all of these Phases and to ensure that all Conditions of Approval are performed and completed, a list of all such Project Conditions of Approval shall be compiled (the "Master Conditions List"). As provided above, the Master Conditions List shall do all of the following:
(A) List, segregate and assign the Conditions of Approval that are to be performed and completed with each Phase or sub-phase. (B) Provide applicable timing of performance for each such Condition of Approval (i.e., before the filing of the Project Final Map, after the filing of the Project Final Map but during the term of a Phase SIA (defined below), or after the filing of a Project Final Map but during or after the term of a Phase SIA related to such Phase, but prior to or at the time of Certificate of Occupancy issuance for structures built within the area of such Phase).
(3) Additionally, City shall limit any security (e.g., bonding) requirements to only those Public Improvements being constructed and completed within the Phase or sub-phase being pursued by Developer.
(4) Any such Conditions of Approval and/or Master Conditions List shall be considered a Subsequent Approval and shall become part of this Development Agreement's "Applicable Law" once such Conditions of Approval and/or Master Conditions List SIA takes Legal Effect.
64 364
(5) The Parties shall adopt a "Master Subdivision Improvement Agreement" ( also "Master SIA"). Such Master Subdivision Improvement Agreement shall set forth the material terms and Conditions of Approval for each and all subsequent Phase Subdivision Improvement Agreements ( each a "Phase SIA").
(6) Once the Master SIA is adopted by City, having set forth all material terms and the Conditions of Approval, the City may delegate authority to the City Manager, or his/her designee, to execute such subsequent Phase SIAs on behalf of City. (7) Any such Master SIA and/or Phase SIA shall be considered a Subsequent Approval and shall become part of this Development Agreement's "Applicable Law" once such Master SIA and/or Phase SIA takes Legal Effect. ( c) Assignment Agreements
(1) As set forth in Article 4 of this Development Agreement, any "Assignment" (defined in Article 4 of this Development Agreement) shall be memorialized in an "Assignment Agreement." A form Assignment Agreement shall be drafted by the Parties capturing and setting forth the requirements of this Development Agreement, including without limitation, the requirements of Article 4 of this Development Agreement. Such Assignment Agreement drafting shall involve the City Attorney and shall secure his/her approval. (2) Any such Assignment Agreement shall be considered a Subsequent Approval and shall become part of this Development Agreement's "Applicable Law" once such Assignment Agreement takes Legal Effect.
( d) Zero Water Footprint Agreement.
(1) As set forth in Section 2.07 of this Development Agreement, the Parties may choose to negotiate a "Zero Water Footprint Agreement" that determines and sets forth the Zero Water Footprint requirements of the Project, as further discussed in Section 2.07 of this Development Agreement.
(2) Any such Zero Water ·Footprint Agreement shall be considered a Subsequent Approval and shall become part of this Development Agreement's "Applicable Law" once such Zero Water Footprint Agreement takes Legal Effect. (e) Adobe Lumber Agreement.
(1) The Parties understand that Section 2.07 of this Development Agreement establishes certain obligations regarding Rio Del Mar, and more specifically the portion of Rio Del Mar that abuts the Adobe Lumber property. Therefore, at no cost to Developer, the Parties shall seek to negotiate an agreement with the relevant owner( s) of Adobe Lumber regarding Rio Del Mar, the use of a detention basin on AC-I Property to hold and detain storm water for the benefit of the Adobe Lumber Property (at no cost to Developer), the provision of utilities for the benefit of the Adobe Lumber Property, and other matters addressed by this Development Agreement, and/or sought by the Parties for inclusion ("Adobe Lumber Agreement").
65 365
(2) Any such Adobe Lumber Agreement shall be considered a Subsequent Approval and shall become part of this Development Agreement's "Applicable Law" once such Adobe Lumber Agreement takes Legal Effect.

ARTICLE3

AMENDMENT OF DEVELOPMENT AGREEMENT

AND SUBSEQUENT APPROVALS

3.01 Amendment of Development Agreement.
(a) This Development Agreement may be amended from time to time in accordance with California Government Code section 65868, only upon the mutual written consent of City and Developer. However, any amendment which relates to the term, permitted uses, density, intensity of use, height and size of proposed buildings, or provisions for reservation and dedication of land shall require a noticed public hearing before the Parties may execute an amendment. (b) No amendment of this Development Agreement shall be required in connection with the issuance of any Subsequent Approval or any New City Law Developer elects to be subject to pursuant to Section 2.04(e). Any Subsequent Approval or New City Law Developer elects to be subject to pursuant to Section 2.04(e) shall be vested into by Developer and City as if set forth in full when the Subsequent Approval satisfies the requirements of Section 2.0l(a)(4) of this Development Agreement. City shall not amend or issue any Subsequent Approval unless Developer requests such an amendment or issuance from City.

3.02 Amendments of Project Approvals.
(a) The Project Approvals may, from time to time, be amended or modified. (b) Upon the written request of Developer, the City Manager (" City Manager") shall determine:
(1) Whether the requested amendment or modification is minor; and (2) Whether the requested amendment or modification is consistent with this Development Agreement. If the City Manager finds that the amendment is both minor and consistent with this Development Agreement, the amendment shall be determined to be an "Administrative Amendment," and the City Manager shall approve the Administrative Amendment without notice and public hearing.
( c) Any request by Developer for an amendment that is determined by the City Manager not to be an Administrative Amendment shall be subject to review, consideration, and action pursuant to the Applicable Law.

3.03 Operating Memoranda.
(a) The provisions of this Development Agreement and the Project Approvals require Good Faith and Fair and Expeditious Dealing between City and Developer. The Parties acknowledge that, from time to time, clarifications of the provisions of this Development Agreement 66 366
and/or the Project Approvals may be necessary with respect to the details of performance of City and/or Developer. During the Term of this Development Agreement, if the Parties agree that such clarifications are necessary and appropriate, the Parties shall effectuate such clarifications through "Operating Memoranda," which Operating Memoranda shall be a written memorial of such clarification, shall be signed by an authorized representative of each of the Parties (the City Manager shall be considered a representative authorized to execute such Operating Memoranda on behalf of City), and, which, after such Parties' execution, shall be attached as an addenda to this Development Agreement and become a part of the Applicable Law.
(b) No such Operating Memoranda shall constitute an amendment to this Development Agreement requiring public notice or hearing. The City Manager, in consultation with the City Attorney, shall make the determination on behalf of City whether a requested clarification may be effectuated pursuant to this Section 3.03 or whether the requested clarification is of such a character as to constitute an amendment pursuant to Sections 3.01 and/or 3.02 above.

ARTICLE4
COVENANTS RUN WITH THE LAND; ASSIGNMENTS; DEFAULT, REMEDIES,

TERMINATION

4.01 Covenants Run with the Land; Assignments; Defaults. (a) Any failure by City or Developer to perform any material term or provision of this Development Agreement, which failure continues uncured for a period of thirty (30) days following written notice of such failure from the other Party (unless such period is extended by written mutual consent), shall constitute a default under this Development Agreement. Any notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and, where appropriate, the manner in which such alleged failure satisfactorily may be cured. If the nature of the alleged failure is such that it cannot reasonably be cured within such 30-day period, then the commencement of the cure within such time period, and the diligent prosecution to completion of the cure, thereafter, shall be deemed to be a cure within such 30-day period. (b) No failure or delay in giving notice of default shall constitute a waiver of default; provided, however, that the provision of notice and opportunity to cure shall nevertheless be a prerequisite to the enforcement or correction of any default. ( c) During any cure period specified under this Section and during any period prior to any delivery of notice of failure or default, the Party charged shall not be considered in default for purposes of this Development Agreement. If there is a dispute regarding the existence of a default, the Parties shall otherwise continue to perform their obligations hereunder, to the maximum extent practicable in light of the disputed matter and pending its resolution or formal termination of this Development Agreement as provided herein. ( d) City shall continue to process in good faith development applications during any cure period but need not approve any such application if it relates to a development proposal on the Property with respect to which there is an alleged default hereunder. ( e) In the event either Party is in default under the terms of this Development Agreement, the non-defaulting Party may elect, in its sole and absolute discretion, to pursue any of 67 367
the following courses of action: (i) waive such default; (ii) pursue administrative remedies, and/or (iii) pursue judicial remedies.
(f) Except as otherwise specifically stated in this Development Agreement, either Party may, in addition to any other rights or remedies, institute legal action to cure, correct, or remedy any default by the other Party to this Development Agreement, to enforce any covenant or agreement herein, to enjoin any threatened or attempted violation hereunder or to seek specific performance, or to seek damages where suffered. Nothing in this section shall be deemed to limit either Party's rights under the Tort Claims Act. For purposes of instituting a legal action under this Development Agreement, any City Council determination under this Development Agreement shall be deemed a final agency action.
(g) This Development Agreement and all of its provisions, agreements, rights, powers, standards, terms, covenants, obligations, and/or other benefits and burdens ( collectively, "Benefits and Burdens") run with the Property and shall be binding upon and inure to the Property, and/or any lot, parcel or portion thereof (collectively "Portion") and to the benefit and burden of the Parties, and their respective heirs, successors, assigns, devisees, administrators, representatives, lessees, and all other persons or entities (by merger, consolidation or otherwise) acquiring the Property and/or any Portion, whether by sale, operation of law or in any manner whatsoever ( collectively, "Assignee").
(h) The following shall apply relative to Developer and an Assignee:
(1) Developer shall have the right to sell, assign, or transfer this Development Agreement (with all or any part of its Benefits and Burdens) (collectively, "Assignment") to any Assignee acquiring a legal and/or equitable interest in the Property and/or any Portion thereof ( collectively, "Assignment Property"). An Assignment shall mean and include without limitation Developer assigning certain rights, title, and interests in this Development Agreement to an Assignee and its Assignment Property, while Developer retains certain obligations under this Development Agreement regarding the Assignment Property, and Developer assigning certain obligations under this Development Agreement to an Assignee regarding the Assignment Property, while Developer retains certain rights, title, and interests in this Development Agreement regarding the Assignment Property, and/or any combination of the forgoing. The below-described "Assignment Agreement" shall set forth such respective rights and obligations assigned and retained.
(2) Developer shall provide City with written notice of any such Assignment of all or a Portion of the Property (i.e., the Assignment Property) no later than thirty (30) days prior to such Assignment, unless the Parties agree to a shorter time period. Developer shall provide the name, address, telephone numbers and other relevant contact information of the new Assignee. Failure to provide such written notice shall not be grounds for a Notice of Default.

Any proposed Assignment shall be subject to the express written consent of City, which consent shall be subject to this Development Agreement's requirements of Good Faith and Fair and Expeditious dealing. City's consideration of the proposed Assignment shall be limited to the proposed Assignee's experience, financial resources and access to credit and capability to successfully carry out the development of the Portion of the Project (Property) to completion that is the topic of the proposed Assignment. Any Assignment involving AC-1 possessing an 68 r
368
ownership interest in the Assignee shall be approved by City. Any Assignment involving Brookfield Homes possessing an ownership interest in the Assignee shall be approved by City.

An Assignment to an Assignee shall be memorialized in an "Assignment Agreement," as addressed in Section 2.09 of this Development Agreement. Any reference to an "Assignment" in this Development Agreement shall assume the approval and execution of an Assignment Agreement by the Parties relative to such Assignment.
(3) Upon approval of such Assignment Agreement form conformance -by the City Attorney and execution of such Assignment Agreement, such Assignment Agreement shall control the benefits, burdens, and other terms and conditions of this Development Agreement with respect to both the Assignment Property that is the subject of said Assignment Agreement, and to the Property and/or Portion that is not the subject of said Assignment Agreement. For example, an Assignment Agreement that includes the express written assumption by the Assignee of Developer's obligations under this Development Agreement shall release Developer from such obligations to the extent set forth in such Assignment Agreement, but shall not affect the Benefits and Burdens of other Portions of the Property not the subject of such Assignment Agreement. (4) Upon an Assignment, a default by any Assignee regarding any such Assignment shall only affect that Portion of the Property so assigned to such Assignee (i.e., the Assignment Property) and shall not cancel or diminish in any way Developer's rights hereunder with respect to the Property or Portion not assigned to such Assignee. Therefore, a default by any Assignee ("Defaulting Assignee") shall only affect the Assignment Property owned by such Defaulting Assignee, shall not be considered a default by Developer or any other Assignee who is not the Defaulting Assignee, shall not cancel or diminish in any way Developer's or any other nondefaulting Assignee's Benefits and Burdens rights hereunder, and otherwise shall not be considered a default by Developer or other Assignees who are not the Defaulting Assignee. (5) Any and all Assignee(s) shall be responsible for the reporting and Annual Review requirements of this Development Agreement relating to the Portion of the Property owned by such Assignee. Additionally, any amendment to this Development Agreement between City and Assignee shall only affect the Portion of the Property controlled by such Assignee.

4.02 Annual Review.
(a) Commencing July 1st of calendar year 2020, and for each July 1st thereafter during the Term of this Development Agreement, City shall initiate the "Annual Review" by written notice to Developer. Upon receipt of such written notice, Developer shall furnish to City, by June 1st of that same calendar, a report demonstrating good faith compliance by Developer with the terms of this Development Agreement.
(b) Following any such Annual Review, if Developer is determined to be in good faith compliance with the terms of this Development Agreement, City shall furnish Developer, upon Developer's request, a certification of compliance in recordable form. ( c) Fallowing any such Annual Review, if Developer is determined to not be in good faith compliance with the terms of this Development Agreement, City shall furnish to 69 369
Developer a notice of noncompliance, which shall be deemed a notice of default and shall commence the cure period set forth in Section 4.01 of this Development Agreement (above). (d) If City fails to notify Developer in writing (following the date the Review meeting is to be held) of the City's determination as to compliance or noncompliance with the terms of this Development Agreement, such failure shall be deemed an approval by City of Developer's current compliance with the terms of this Development Agreement. (e) In addition to the Annual Review provided for in this Section 4.02, City may investigate or evaluate from time to time during the course of any given year, and regardless of whether such investigation or evaluation takes place as part of the Annual Review, any subject matter that is properly the subject of an Annual Review.

4.03 Force Maieure Delay, Extension of Times of Performance. (a) In addition to specific provisions of this Development Agreement, performance by either Party hereunder shall not be deemed to be in default where delays or defaults are due to war, insurrection, strikes, walkouts, riots, floods, earthquakes, fires, casualties, acts of God, governmental entities other than City, its departments, agencies, boards and commissions, enactment of conflicting State or Federal laws or regulations, or litigation - including without limitation litigation contesting the validity, or seeking the enforcement or clarification of this Development Agreement whether instituted by Developer, City, or any other person or entity ( each a "Force Majeure Event").
(b) Either Party claiming a delay as a result of a Force Majeure Event shall provide the other Party with written notice of such delay and an estimated length of delay. Upon the other Party's receipt of such notice, an extension of time for performance shall be granted in writing for the period of the Force Majeure Event, or longer as may be mutually agreed upon by the Parties, unless the other Party objects in writing within ten (10) days after receiving the notice. In the event of such objection, the Parties shall meet and confer within thirty (30) days after the date of objection to arrive at a mutually acceptable solution to the disagreement regarding the delay. If no mutually acceptable solution is reached, either Party may take action as permitted under this Development Agreement.
(c) Upon mutual agreement of the Parties in writing, the Term of this Development Agreement shall be extended by that time period that the Parties mutually agree to be the length of the time delay caused by the Force Majeure Event.

4.04 Legal Actions.
(a) In the event of any administrative, legal, or equitable action or other proceeding instituted by any person, entity or organization ( that is not a Party to this Development Agreement) challenging the validity of this Development Agreement, any Project Approval, or the sufficiency of any environmental review under CEQA during the Term of this Development Agreement ("Third-Party Challenge"), this Section 4.04 shall apply. (b) The Parties shall mutually cooperate with each regarding such other in the defense of any such Third-Party Challenge and shall discuss and determine how to fund the defense 70 370
against such Third-Party Challenge. City shall tender the complete defense of any such ThirdParty Challenge to Developer ("Tender"), and upon acceptance of such Tender by Developer, Developer shall control all aspects of the defense. If City wishes to assist Developer when Developer has accepted the Tender, City may do so, and Developer shall coordinate with City in such regard.
( c) If any part of this Development Agreement (including, without limitation, any part of the exhibits and attachments thereto) or any Project Approval is held by a court of competent jurisdiction to be invalid, all of the following shall apply:
(1) City shall use its best efforts to sustain and/or re-enact that part of this Development Agreement and/or Project Approval.
(2) City shall take all steps possible to cure any inadequacies or deficiencies identified by the court in a manner consistent with the express and implied intent of this Development Agreement, and then adopting or re-enacting such part of this Development Agreement and/or Project Approval as necessary or desirable to permit execution of this Development Agreement and/or Project Approval.
(d) If despite such efforts such part of this Development Agreement and/or Project Approval cannot be cured and/ or re-enacted or re-adopted, and such invalidity or unenforceability would have a material adverse impact on the Developer, by depriving Developer of a material benefit of this Development Agreement, then Developer may terminate this Development Agreement by providing written notice thereof to the City, and upon such termination, Developer shall no longer be subject to the benefits and burdens of this Development Agreement. ( e) If any term or provision of this Development Agreement, or the application of any term or provision of this Development Agreement to a specific situation, is otherwise found to be invalid, void, or unenforceable, the remaining terms and provisions of this Development Agreement, or the application of this Development Agreement to other situations, shall continue in full force and effect. However, again, if such invalidity or unenforceability would have a material adverse impact on the Developer, by depriving Developer of a material benefit of this Development Agreement, then Developer may terminate this Development Agreement by providing written notice thereof to the City, and upon such termination, Developer shall no longer be subject to the benefits and burdens of this Development Agreement.

4.05 Estoppel Certificate.
(a) Any Party may, at any time, and from time to time, deliver written notice to any other Party requesting such Party to certify in writing that, to the knowledge of the certifying Party:
(1) This Development Agreement has not been amended or modified either orally or in writing or if so amended, identifying the amendments. (2) This Development Agreement is in effect and the requesting Party is not known to be in default of the performance of its obligations under this Development Agreement, or if in default, to describe therein the nature and amount of any such defaults. 71 371
(b) Such a written certification shall be known as an "Estoppel Certificate." A Party receiving a request hereunder shall execute and return such Estoppel Certificate within thirty (30) days following the receipt thereof, unless the Party in order to determine the appropriateness of the Estoppel Certificate, shall promptly commence and proceed to conclude a review pursuant to the provisions of Section 4.04 hereof. The Parties acknowledge that an Estoppel Certificate hereunder may be relied upon by Assignees and other persons having an interest in the Project, including holders of mortgages and deeds of trust. The City Manager shall be authorized to execute for City. ( c) If a Party fails to deliver an Estoppel Certificate within the thirty (30) day period, the Party requesting the Estoppel Certificate may deliver a second notice (the "Second Notice") to the other Party stating that the failure to deliver the Estoppel Certificate within ten (10) working days following the receipt of the Second Notice shall constitute conclusive evidence that this Development Agreement is without modification and there are no unexcused defaults in the performance of the requesting Party. Failure to deliver the requested Estoppel Certificate within the ten (10) working day period shall then constitute conclusive evidence upon the Party which fails to deliver such certificate that this Development Agreement is in full force and effect without modification and there are no unexcused defaults in the performance of the requesting Party.

ARTICLES

MORTGAGE RIGHTS AND OBLIGATIONS

5.01 Encumbrances on the Property.
(a) The Parties hereto agree that this Development Agreement shall not prevent or limit Developer, in any manner, at Developer's sole and absolute discretion, from encumbering the Property, or any portion thereof or any improvements thereon with any Mortgage securing financing with respect to the construction, development, use or operation of the Project. City acknowledges that Mortgagee may require certain modifications to this Development Agreement, and City shall, upon request, from time to time to meet with Developer and/or representatives of any such Mortgagee shall negotiate in good faith any such request for modification or subordination. (b) City shall not unreasonably withhold its consent to any such requested modification to this Development Agreement provided such modifications are processed in accordance with the procedures for amendment of this Development Agreement. (c) Any Mortgagee, and/or its successors and assigns, that comes into possession of the Property and/or any portion thereof shall be entitled to the rights, privileges and obligations set forth in this Development Agreement regarding such Property and/or any portion thereof, including, without limitation, the right to cure any and all Defaults.

5.02 Obligations and Rights of Mortgage Lenders.
(a) The non-possessory holder of any mortgage, deed of trust or other security arrangement with respect to the Property, or any portion thereof, shall not be obligated under this Development Agreement to construct or complete improvements or to guarantee such construction or completion, but shall otherwise be bound by all of the terms and conditions of this Development Agreement which pertain to the Property or such portion thereof in which it holds an interest. 72 372
(b) Any such holder who comes into possession of the Property, or any portion thereof, pursuant to a foreclosure of a mortgage or a deed of trust, or deed in lieu of such foreclosure, shall take the Property, or such portion thereof, subject to any and all applicable obligations of this Development Agreement (including without limitation pro rata claims for payments or charges against the Property, or such portion thereof), which accrue prior to the time such holder comes into possession.
( c) Nothing in this Development Agreement shall be deemed or construed to permit or authorize any such holder to devote the Property, or any portion thereof, to any uses, or to construct any improvements thereon, other than those uses, and improvements provided for or authorized by this Development Agreement, subject to all of the terms and conditions of this Development Agreement.

6.01 Miscellaneous.

ARTICLE 6

GENERAL PROVISIONS
(a) Preamble, Recitals, Exhibits. References herein to this "Development Agreement" shall include the Preamble, Recitals, and all of the exhibits of this Development Agreement.
(b) Governing Law and Attorneys' Fees. This Development Agreement shall be construed and enforced in accordance with the laws of the State of California. Developer acknowledges and agrees that City has approved and entered into this Development Agreement in the sole exercise of their respective discretion and that the standard of review of the validity and meaning of this Development Agreement shall be that accorded legislative acts of City. Should any legal action be brought by a Party for breach of this Development Agreement or to enforce any provision herein, the prevailing Party of such action shall be entitled to reasonable attorneys' fees, court costs, and such other costs as may be fixed by the court. (c) Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the Property is a separately undertaken private development. No partnership, joint venture, or other association of any kind between Developer, on the one hand, and City on the other hand, is formed by this Development Agreement.

The only relationship between City and Developer is that of a governmental entity regulating the development of private Property and the Developers of such private Property. ( d) Construction. As used in this Development Agreement, and as the context may require, the singular includes the plural and vice versa, and the masculine gender includes the feminine and neuter and vice versa.
( e) Notices. All notices, demands, or other communications which this Development Agreement contemplates or authorizes shall be in writing and shall be personally delivered or mailed to the respective Party as follows:

Ifto City:

City of American Canyon
73 373
Attention: City Manager
4381 Broadway Street, Suite 201
American Canyon, CA 94503
(707) 647-4360
With a Copy To:

City of American Canyon
Attention: City Attorney
400 Lambert A venue
Palo Alto, CA 94306
( 650) 843-8080
If to Developer:

Terrence McGrath
American Canyon 1, LLC
c/o McGrath Properties, Inc.
1001 42nd Street, Suite 200
Oakland, CA 94608
(510) 273-2010
Any Party may change the address stated herein by giving notice in writing to the other Parties, and thereafter notices shall be addressed and transmitted to such new address. Any notice given to the Developer as required by this Development Agreement shall also be given to all other signatory Parties hereto and any lender which requests that such notice be provided. Any signatory Party or lender requesting receipt of such notice shall furnish in writing its address to the Parties to this Development Agreement.
(f) Recordation. The Clerk of the City shall record, within ten (10) days after the Effective Date, a copy of this Development Agreement in the Official Records of the Recorder's Office of Napa County. Developer shall be responsible for all recordation fees, if any. (g) Jurisdiction and Venue. The interpretation, validity, and enforcement of this Development Agreement shall be governed by and construed under the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Development Agreement shall be filed and heard in a court of competent jurisdiction in Napa County. (h) Waivers. Waiver of a breach or default under this Development Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Development Agreement.
(i) Entire Agreement. This Development Agreement may be executed in multiple originals, each of which is deemed to be an original. This Development Agreement, including these pages and all the exhibits (set forth below) inclusive, and all documents incorporated by reference herein, constitute the entire understanding and agreement of the Parties.

G) Signatures. The individuals executing this Development Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Development Agreement on behalf of the respective legal entities of Developer and 74 374
City. This Development Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns, as set forth in this Development Agreement. (k) Exhibits. The following exhibits are attached to this Development Agreement and are hereby incorporated herein by this reference for all purposes as if set forth herein in full:

Exhibit A
Exhibit B
Exhibit C
Exhibit D
Property Depiction and Legal Description
Dedications; Master Backbone Infrastructure
City Fees
City Resolution No. 2018-105
IN WITNESS WHEREOF, City and Developer have executed this Development Agreement as of the date first hereinabove written.
"City":

CITY OF AMERICAN CANYON,
a municipal corporation
By: L ~ G~q LeonGarcia, Mayor
ATTEST:

By:

APPROVED AS TO FORM:

By:

William D. Ross, City Attorney
"Developer":
"AC-1"

AMERICANC YON I, LLC, A DELA WARE LIMITED LIABILITY COMPANY By:

Name:

Its:
~ ~J~J~c
Terrence McGrath
Managing Member Its:
75 375
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California }
~ounty of _a,... ~...,..,h""'""~~lb------
On ::S:: ltJ \ A \q . 2-b l q before me, ~~~QJ(_.__(_j;___r-_ .. --=-....Joo<.l,L......___.__--l---'---3"~ -----1---'~ ~ \ Date Here Insert Name and Title of the O
personally appeared i~()Y:) b fArt,,u::,....._
Name{,slfof Signerpr
who proved to me on the basis of satisfactory evidence to be the person~ whose namelare subscribed to the within instrument and acknowledged to me tha e she/they executed the same i i her/their authorized capacity~ and that b~er/their sign~~ on the instrument the person , or the entity upon behalf of which the person(~ed, executed the instrument.

Place Notary Seal and/or Stamp Above
I certify under PENAL TY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal.

Signatur£) -
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description
Title
DocumentDate:
or Type
of
of
Attached
Document:

Jl&\7
Do
\i;}itif
.
~~Mtd
cument ~l.Sl.rv'lt&
~
A--G-"
NumberofPages:
-4-' Y
f) ~
~
___ _
Signer(s) Other Than Named Above: ___ _ _ __________________ _ Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
□ Corporate Officer - Title(s): ______ _ □ Corporate Officer - Title(s): ______ _ □ Partner - □ Limited □ General □ Partner - □ Limited □ General □ Individual □ Attorney in Fact □ Individual □ Attorney in Fact □ Trustee □ Guardian of Conservator □ Trustee □ Guardian of Conservator □ Other: □ Other:

Signer is Representing: _________ _ Signer is Representing: _________ _ ©2017 National Notary Association
376

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

County
State of
of
Califo
__ ~----
~
............ -=----a----.---------) ~
On ~ I 7, ~0/ '7 before me, _/4 ___________ ~...__1
--:a.-_XJ1 ............... ··-~=---·----- (insert nam~ title of the officer) personally appeared _ ___j,4-JL:£::.~-~::::::!::~'=-L------------------- who proved to me on the sis of satis cto evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature _~_- ___ }fJ __ . -~-/--, __ ..... (Seal)
SANDRA M. QUINN
Notary Public - California
San Diego County
Commission # 2222926
My Comm. Expires Nov 23. 2021
377

ALL-PURPOSE ACKNOWLEDGEMENT
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 Atlwu/{,1,->
On Ji~ //,-,.kJ/l • before me, V.Su II
personall:appeared ~ 2~ /71 C. G'.A:J'd:l c::::.:-: ,
Notary Public,
who proved to me on the basis of satisfactory evidence to be the p~ (s) whose name(s) ,.Ware subscribed to the within instrument and acknowledged to me that ~ e/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the ins~ ent the, person(s), or tlie entity upon behalf of ---- --- . . . , .. - which the person( s) acted, executed the instrument. ~---- I certify under PENALTY OF PERJURY under the laws of State of California that the fore going paragraph is true and correct.

I J. SCOTT · ·7
0 Commission No. 2211510 ~
0 NOTARY PUBLIC-CALIFORNIA 0
Z ALAMEDA COUNTY ..., WITNESS my hand d official seal. y Comm. Expires SEPTEMBER'22, 2021

PLACE NOTARY SEAL ABOVE
......................................... --------------------=---------------- Though the information below is not required by law, it may-prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

Description of attached document
Title or type of document: ,.
"1J.a t4e Cc-pn1~1f ,~11.£R-mhL 1/ ~ a /41 J/hu4i.Lc~
(J J
Document Date: O'J,/t t;._/<?-o 1"7 Number of Pages: __ 7_ f, ___ _ Signer(s) Other than Named Above: ______ r______________ _ 378
Table of Contents
RECITALS ................................................................................................................ 2 ARTICLE 1 DEFINITIONS AND TERM ................................................................................... 5

1.01 Definitions ............................................................................................................. 5

1.02 Term .................................................................................................................... 16

1.03 Controlling Nature of this Development Agreement. ......................................... 18 ARTICLE 2 APPLICABLE LAW ............................................................................................. 19

2.01 Applicable Law .................................................................................................... 19

2.02 Vested Right to Applicable Law ......................................................................... 20

2.03 New City Law(s) ................................................................................................. 21

2.04 Good Faith and Fair and Expeditious Dealing; Processing ................................ 25

2.05 Requirements of Development Agreement Statute ............................................. 28

2.06 Timing of Development; Phasing; Initial Access to AC-1 Property .................. 29

2.07 Additional Developer Obligations and Permitted Acts ...................................... 33

2.08 Additional City Obligations and Permitted Acts ................................................ 55

2.09 Subsequent Project Conditions of Approval and Agreements ............................ 63 ARTICLE 3 AMENDMENT OF DEVELOPMENT AGREEMENT AND
SUBSEQUENT APPROVALS .................................................................................................. 66

3.01 Amendment of Development Agreement. .......................................................... 66

3.02 Amendments of Project Approvals ..................................................................... 66

3. 03 Operating Memoranda ........................................................................................ 66 ARTICLE 4 COVENANTS RUN WITH THE LAND; ASSIGNMENTS; DEFAULT, REMEDIES, TERMINATION ................................................................................................... 67

4.01 Covenants Run with the Land; Assignments; Defaults ...................................... 67

4.02 Annual Review .................................................................................................... 69

4.03 Force Majeure Delay, Extension of Times of Performance ............................... 70

4.04 Legal Actions ...................................................................................................... 70

4.05 Estoppel Certificate ............................................................................................. 71 ARTICLE 5 MORTGAGE RIGHTS AND OBLIGATIONS .................................................... 72

5.01 Encumbrances on the Property ........................................................................... 72

5.02 Obligations and Rights of Mortgage Lenders ..................................................... 72 ARTICLE 6 GENERAL PROVISIONS ............................................... ~ .................................... 73

6.01 Miscellaneous ..................................................................................................... 73 76 379
Exhibit A
Property Depiction and Legal Description
380
_J
AC-1 Property:

APN 059-020-031
APN 059-020-039
APN 059-020-040
Newell Property:

APN 059-030-005
Exhibit A-1
AC-1 Property
,APN
059-02(}-{)39
.APN
059--02Q-{)31
Newell
Property
Exhibit A-l
AC-1 & Newell Properties
Watson Ranch

CITY OF AMERICAN CANYON NAP A COUNTY CALIFORNIA
DATE: MAY 30,2019 SCALE: 1"=1000'
m ~ I cbg I ~:..a~ CIVIL ENGINEERS • SURVEYORS • PLANNERS A-1 381

LEGAL DESCRIPTION
The land referred to in this report is situated in the City of American Canyon, County of Napa, State of California, and is described as follows:

TRACT ONE:

PARCEL ONE:

Being all of Tract Two, as said Tract Two is described in that certain Grant Deed to Jaeger-Basalt LLC, recorded January 23, 2004, in Document No. 2004-0002720 of Official Records, in the office of the County Recorder of Napa County and more particularly described as follows:

Beginning at the intersection of the eastern line of the Southern Pacific Railroad right of way with the northeast extension of the monumented centerline of South Napa Junction Road as said road is shown on Map No. 2486 entitled, "Parcel Map of a portion of the lands of S. Mark Taper", recorded February 15, 1974 in Book 5 of Parcel Maps at page 98 in the office of the County Recorder of said Napa County; thence from said intersection, North 80' 04' 36" East 1415.27 feet along said northeast extension to a 3/4" iron pipe and tag, L.S. 3801; thence North 5' 23' 13" East 749.40 feet to a 3/4" iron pipe and tag, L.S. 3801; thence North 87' 57' 35" West 1418.53 feet to said eastern line of the Southern Pacific right of way; thence along said right of way, North 2' 30' 00" East 6.4 chains, more or less, to a stake marked 1 on the west line of the 168.45 acre tract ofland conveyed to John Watson by Deed ofrecord in Book P of Deeds, at page 133, said Napa County Records; thence North 80' 14" 00" East 29 chains to a stake marked 2 on the east line of said 168.45 acre tract; thence along said east line, South 17' 25' 00" East 19.36 chains to a stake and South 6' 48' 00" East 2.55 chains to the northeast comer of Lot 17 as said lot is shown on the map entitled, "Map of Bella Vista Ranch", recorded December 13, 1964 in Book 1 of Maps at page 66 in the office of the County Recorder of said Napa County; thence along the easterly and southerly lines of said Lot 17, South 6' 53' 00" East 7.06 chains and North 88' 23' 00" West 19.25 chains to the southwest comer thereof in the center of Center Street; thence along the center of said street, South 6' 23' 00" East 7 .23 chains to the southeast comer of Lot 18 shown on said map of Bella Vista Ranch; thence along the southerly line of said lot, South 84' 04' 00" West 18.52 chains to said eastern right of way line; thence North 2' 34' 00" East 620 feet, more or less, to the point of beginning.

PARCEL TWO:

Being a portion of that certain parcel ofland granted to Jamcan, LLC, by deed recorded December 30, 2005, in Document No. 2005-0053462 of Official Records, in the office of the County Recorder of Napa County, more particularly described as follows:

Beginning at the southwestern corner of said parcel of land (2005-0053462); Thence, from said point of beginning, along the boundary line of said parcel of land, the following nine (9) courses:

North 02°30'00" East 2,166.78 feet,
North 05°15'00" East 264.00 feet,
North 07°30'00" East 132.00 feet,
North 08°45'00" East 132.00 feet,
North 11°45'00" East 612.48 feet,
A-2 382
North 90°00'00" East 784.74 feet,
North 00°00'00" East 33.00 feet,
North 00°26'40" East 660.00 feet, and
North 90°00' 00" East 441.43 feet;
Thence, leaving said boundary line, South 46°26'18" East 458.92 feet; Thence, along the arc ofa tangent 1,560.00 foot radius curve to the right, through a central angle of36°33'14", an arc distance of995.26 feet;
Thence, South 09°53'04" East 597.78 feet;
Thence, along the arc of a tangent 3,062.00 foot radius curve to the right, through a central angle of03°53'47", an arc distance of 208.23 feet;
Thence, South 05°59' 17" East 312.38 feet to a point on said boundary line; Thence, along said boundary line, the following three (3) courses:

North 90°00'00" West 1,014.49 feet,
South 17°25'00" East 1,438.14 feet, and
South 80°14'00" West 1,914.00 feet to said point of beginning.

APN: 059-020-039 & -040
TRACT TWO:

Beginning at the intersection of the Eastern line of the Southern Pacific Railroad right of way with the Northeast Extension of the monumented centerline of South Napa Junction Road as said road is shown on map number 2486 entitled "Parcel Map of a portion of the lands of S. Mark Taper", recorded February 15, 1974 and filed in Book 5 of Parcel Maps, at page 98 in the Office of the Napa County Recorder; thence from said intersection, North 80° 04' 36" East 1415.27 feet along said Northeast extension to a 3/4" iron pipe and tag, L.S. 3801; thence North 5° 23' 13" East 749.40 feet to a 3/4" iron pipe and tag, L.S. 3801; thence North 97° 57' 35" West 1418.53 feet to said Eastern line of the Southern Pacific right of way; thence along said right of way, South 2° 34' 36" West 1041.54 feet to the point of beginning.

APN 059-020-031
A-3 383
_J
~
ExhibitA-2
AC-1 Property Newell
Property
Exhibit A-2
Adobe Property
Watson Ranch

CITY OF AMERICAN CANYON NAP A COUNTY CALIFORNIA
A-4
DATE: MAY 30, 2019 SCALE: 1"=1000'
b SAN RAMON (925) 866-0322 C g SACRAMENTO (916) 375-1an CIVIL ENGINEERS ■ SUR::;::D~.c=~ANNERS
384
ExhibitB
Dedications; Master Backbone Infrastructure
Sub-Topic Sub-Exhibit B
Newell Drive Roadway Improvements 8-1
Rio Del Mar (At-Grade RRX) 8-2
Rio Del Mar (Grade-Separated RRX) 8-3
SR 29 I Rio Del Mar Tie-In 8-4
South Napa Junction (Grade-Separated RRX) 8-5
SR 29 I South Napa Junction Tie-In 8-6
Loop Road Improvements 8-7
Rolling Hills Drive Improvement 8-8
Parks, Trails and Plaza 8-9
385

GREEN ISLAND)
ROAD
Legend
(D NEWELL DRIVE SEGMENT 1
(2) NEWELL DRIVE SEGMENT 2
Q) NEWELL DRIVE SEGMENT 3
G) NEWELL DRIVE SEGMENT 4
@ NEWELL DRIVE SEGMENT 5
Exhibit B-1
LOOP R_OAD
Watson Ranch
Specific Plan
B-1
Exhibit B-1
Newell Drive
Roadway Improvements
Watson Ranch

CITY OF AMERICAN CANYON NAPA COUNTY CALIFORNIA
DATE: MAY21,2019 SCALE: 1"=10001
C g SACRAMENTO (916) 375-1877 m b SAN RAMON (925) 866-0322 CIVIL ENGINEERS ■ SUR::;::ND~.c::NNERS
386
Legend
Exhibit B-2

LOOP ROAD
Watson Ranch
Specific Plan
Exhibit B-2
Rio Del Mar
(At-Grade RRX)
Watson Ranch (D AT-GRADE RIO DEL MAR SEGMENT 1
(2) AT-GRADE RIO DEL MAR SEGMENT 2

CITY OF AMERICAN CANYON NAPA COUNTY CALIFORNIA

AT-GRADE RIO DEL MAR RRX SEGMENT
CT) AT-GRADE RIO DEL MAR SEGMENT 3
G) AT-GRADE RIO DEL MAR SEGMENT 4
@ AT-GRADE RIO DEL MAR SEGMENT 5
B-2
DATE: MAY 21, 2019 SCALE: 1"=1000'
b SAN RAMON (925) 866-0322 C g SACRAMENTO (916)375-1877 CIVIL ENGINEERS • SUR::;::o~.c::NNERS
387
_J
Exhibit B-3
LOQP R_QAD
Watson Ranch
Specific Plan
Exhibit B-3
Rio Del Mar
Legend
@ GRADE-SEPARATED RIO DEL MAR SEGMENT A
® GRADE-SEPARATED RIO DEL MAR SEGMENT 8
( Grade-Separated RRX)
Watson Ranch

GRADE-SEPARATED RIO DEL MAR RRX SEGMENT CITYOFAMERICANCANYON NAPACOUNTY CALIFORNIA © GRADE-SEPARATED RIO DEL MAR SEGMENT C
® GRADE-SEPARATED RIO DEL MAR SEGMENT D

CD GRADE-SEPARATED RIO DEL MAR SEGMENT E
B-3
DATE: MAY21,2019 SCALE: l1'=l0001
g SACRAMENTO (916) 375-1877 m Cb SAN RAMON (925) 886-0322 CIVIL ENGINEERS ■ SUR::;::ND~.c::NNERS
388
_J
3j
SR 29

RIO DEL MAR
TIE-IN
Exhibit B-4

LOOP ROAD
Watson Ranch
Specific Plan
Exhibit B-4
SR 29 / Rio Del Mar Tie-in
8-4
Watson Ranch

CITY OF AMERICAN CANYON NAPA COUNTY CALIFORNIA
DATE: MAY21,2019 SCALE: 1"=1000' ·
b SAN RAMON (925) 866-0322 C g SACRAMENTO (916) 375-1677 CIVIL ENGINEERS ■ SUR=:::o~.c::NNERS
389
_J
3J

AT-GRAD
Legend
Exhibit B-5

LOOP ROAD
Watson Ranch
Specific Plan
Exhibit B-5
South Napa Junction
(At-Grade RRX)
Watson Ranch CD AT-GRADE SOUTH NAPA JUNCTION SEGMENT 1
(V AT-GRADE SOUTH NAPA JUNCTION SEGMENT 2

CITY OF AMERICAN CANYON NAP A COUNTY CALIFORNIA

AT-GRADE SOUTH NAPA JUNCTION RRX SEGMENT
Q) AT-GRADE SOUTH NAPA JUNCTION SEGMENT 3
G) AT-GRADE SOUTH NAPA JUNCTION SEGMENT 4
@ AT-GRADE SOUTH NAPA JUNCTION SEGMENT 5
8-5
DATE: MAY21, 2019 SCALE: 1"=1000'
m cbg =RA~iT~ WWW.CBANDG
~:~=~=~:~ .COM
CIVIL ENGINEERS • SURVEYORS • PLANNERS
390
_J
SR 29/

SOUTH NAPA
JUNCTION TIE-IN_
Exhibit B-6

LOOP RQAD
Watson Ranch
Specific Plan
f (~·
)
!/
//
Exhibit B-6
SR29/
South Napa Junction
Tie-In
Watson Ranch

CITY OF AMERICAN CANYON NAPA COUNTY CALIFORNIA
DATE: MAY21,2019 SCALE: 1"=1000'
~ cbg ==.:';;, ::::: rn. CIVll ENGINEERS • SUR=:::~·c;:,NERS B-6 391
_J
3J
Legend
(D LOOP ROAD SEGMENT 1
(2) LOOP ROAD SEGMENT 2
G) LOOP ROAD SEGMENT 3
Exhibit B-7
son Ranch
ecific Plan
Exhibit B-7
Loop Road Improvements
Watson Ranch
CITY OF AMERICAN CANYON NAPA COUNTY CALlFORNIA
DATE: MAY21, 2019 SCALE: 1"=1000'
~ cbg ==~ ;.::: .m CIVIL ENGINEERS • SUR:::;:::·::,,NERS B-7 392
_J
Legend
Exhibit B-8
LOOP R.OAD
Watson Ranch
Specific Plan
Exhibit B-8
Rolling Hills Drive Improvements
Watson Ranch

CITY OF AMERICAN CANYON NAP A COUNTY CALIFORNIA

ROLLING HILLS DRIVE IMPROVEMENTS
DATE: MAY21,2019 SCALE: 1"=10001
8-8
b SAN RAMON (925) 866-0322 C g SACRAMENTO (918) 375-1877 CIVIL ENGINEERS ■ SUR::;:: ~.c;:NNERS
393
Exhibit B-9
_J
Legend
CI) PARK A (AC-1 PROPERTY) Exhibit B-9

CV PARK A (NEWELL PROPERTY)
~ PARK B (AC-1 PROPERTY) Parks, Trails and Plaza

G) PARK B (NEWELL PROPERTY)
@ NAPA VALLEY VINE TRAIL (AC-1 PROPERTY)
® NAPA VALLEY VINE TRAIL (NEWELL PROPERTY)
(J) COMMUNITY PLAZA
@ QUARRY LAKE PARK
8-9
Watson Ranch

CITY OF AMERICAN CANYON NAPA COUNTY CALIFORNIA
DATE: MAY 21, 2019 SCALE: 1"=1000'
m b SAN RAMON (925) 866-0322
C g SACRA=:~N!::~:75-1877 CIVIL ENGINEERS ■ SURVEYORS ■ PLANNERS 394
Exhibit C
City Fees
395
Exhibit C
SECTION 1: The 2017 Traffic Impact Fees as shown on the table below:
2017 Traffic Impact Fee
Land Use ·Traffic Impact Fee
Per Net New Daily Trip
All $574.85
SECTION 2: The 2017Water Capacity Fees as shown on the table below:
2017 Water Capacity Fee
Land Use Units EDU Water Capacity
Fee
Single Family each 1.00 $14,441
Multi'.'Family uriit 0.65 $9,386
Commercial/Industrial gpd n/a $21.24
SECTION 3: The 2017 Wastewater Capacity Fees as shown on the table below:
2017 Wastewater Capacity Fee
Land Use Units EDU Wastewater
Capacity Fee
Single Family each 1.00 $9,959
Multi-Family unit 0.65 $6,473
Commercial/Industrial gpd n/a $33.20
SECTION 4: The 2017 Parks & Recreation Fees as shown on the table below:
2017 Parks & Recreation Fee
Parks and Recreation Parks & Recreation Fee
Per Dwelling Unit
. Parkland Acquisition $2,010.97
Parkland Development $2,285.91
Community Gym $787.31
Aquatic Center/Pool $266.60
Aquatic Center/Slide $56.24
Total - Park and Rec Fees $5,_407
C-1 396
SECTION 5: The 2017 Civic Facility Fees as shown on the table below:
2017 Civic Facility Fee
Civic Facility Fee Civic Facility Fee Civic Facility Fee Civic Facilities Per Residential Per CommercJal Unit Sqft Per Office Sqft
City Hall Expansion $261.40 $0.14 $0.27
Police Station $79.15 $0.04 $0~()8
Aquatic Center Offices $242.65 $0.04 $0.06
Construction - City
Library $915.40 $0.14 $0.23
Corp Yard Expansion and
offsite improvements $71.86 $0.01 $0.04
Total • Civic Facilities $1,570.46 $0.36 $0.69
SECTION 6: The 2017 General Plan Update Fees as shown on the table below:
2017 General Plan Update Fee
Land Use Units General Plan
Update Fee
Residential Per DU $83.31
Commercial, Office, Per Sqft $0.0104 Industrial
SECTION 7: The 2017 General Plan Update Fees as shown on the table below:
2017 Affordable Housing Nexus Fee
Affordable
Type of Use Housing Nexus Fee
Per Gross Sqft
Residential, Single Family, Townhouse $3.05
Residential, Stacked Flats, Apartment $3.55
Office $0.76 ~
Hotel $0.76
Retail $0.76
Warehouse $0.51
Industrial $0.51
AIJ Other Nonresidential $0.76
C-2
Civic Facility Fee
Per Industrial
Sqft
$0.094
$0.042
$0.010
$0.083
$0.010
$0.24
397
Residential Building Plan Review Fees
SINGLE-FAMILY Fees Per Unit Notes
Minimum; any cost in excess of
1 - 1,500 square feet 631.00 $631 is to be charged to applicant based on the FB Hourly Rate
Minimum; any cost in excess of
1,501 - 3,000 667.00 $667 is to be charged to applicant based on the FB Hourly Rate
Minimum; any cost in excess of
3,001 - 4,500 779.00 $779 is to be charged to applicant based on the FB Hourly Rate
Minimum; any cost in excess of
4,501 - 6,000 870.00 $870 is to be charged to applicant based on the FB Hourly Rate
Minimum; any cost in excess of $53
6,001 + square feet - Additional time per 200 square feet 53.00 is to be charged to applicant based on the FB Hourly Rate
Minimum; any cost in excess of
After Model Plan Review Fee 146.00 $146 is to be charged to applicant based on the FB Hourly Rate
MUL Tl-FAMILY Fees Per Building Notes
Minimum; any cost in excess of
1 - 5000 square feet 2,302.00 $2302 is to be charged to applicant based on the FB Hourly Rate
Minimum; any cost in excess of
5001 - 10,000 3,136.00 $3136 is to be charged to applicant based on the FB Hourly Rate
Minimum; any cost in excess of
10,001 - 15,000 4,693.00 $4693 is to be charged to applicant based on the FB Hourly Rate
Minimum; any cost in excess of
15,001 - 30,000 6,290.00 $6290 is to be charged to applicant based on the FB Hourly Rate
Minimum; any cost in excess of
30,001 - 50,000 8,660.00 $8660 is to be charged to applicant based on the FB Hourly Rate
50,001 + square feet - Additional time per 5,000 square Minimum; any cost in excess of 531.00 $531 is to be charged to applicant feet based on the FB Hourly Rate Minimum; any cost in excess of
After Model Plan Review Fee 232.00 $232 is to be charged to applicant based on the FB Hourly Rate
C-3 398
ExhibitD
City Resolution 2018-105
399
Exhibit D
RESOLUTION NO. 2018-105

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AMERICAN CANYON APPROVING GOALS AND

POLICIES FOR COMMUNITY FACILITIES DISTRICTS CREATED PURSUANT TO THE MELLO-ROOS COMMUNITY FACILITIES ACT OF 1982
WHEREAS, Section 53312.7(a} of the California Government Code requires that the City of American Canyon (the "City11
) consider and adopt goals and policies concerning the use of the Mello-Roos Community Facilities Act of 1982 (the "Act") prior to the initiation of proceedings on or after January 1, 1994 to establish a new community facilities district ( 11CFD11 ) under the Act; and
WHEREAS, a form of goals and policies (the "Goals and Policies1') are attached as Exhibit A hereto; and WHEREAS, these Goals and Policies for Community Facilities Districts provide guidance and conditions for the conduct by the City of proceedings for, and the issuance of bonds secured by special taxes levied in, a CFD;and
WHEREAS, the Goals and Policies are applicable to financings under the Act and are intended to comply with Section 53312.7 (a) of the Government Code.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of American Canyon hereby approves the Goals and Policies for Community Facilities Districts created pursuant to the Provisions of the MelloRoos Community Facilities Act Of 1982, attached hereto as Exhibit A, and are found to meet the requirements of the Act and are adopted by this Council for purposes of compliance with the Act, subject to further amendment by this Council as may be required from time to time.

PASSED, APPROVED and ADOPTED at a regularly scheduled meeting of the City Council of the City of American Canyon held on the 18th day of September, 2018, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

ATTEST:

Council Members Aboudamous, Joseph, Oro, Vice Mayor Leary and Mayor Garcia None
None
None
Leon Garcia, Mayor
Attachments - Exhibit A - Goals and Policies
D-1
400
I. GENERAL.

Exhibit D

CITY OF AMERICAN CANYON

LOCAL GOALS AND POLICIES FOR

COMMUNITY FACILITIES DISTRICTS
Exhibit A
Section 53312.7(a) of the California Government Code requires that the City of American Canyon (the "City") consider and adopt local goals and policies concerning the use of the Mello-Roos Community Facilities Act of 1982 (the 11Act 11
) prior to the initiation of proceedings on or after January 1, 1994 to establish a new community facilities district ("CFO") under the Act.

These Local Goals and Policies for Community Facilities Districts (the "Policies") provide guidance and conditions for the conduct by the City of proceedings for financing facilities and/or services through the levy of special taxes in a CFD, and to issue bonds to finance such facilities. The Policies are intended to be general in nature; specific details will depend on the nature of each particular financing and variances may be appropriate as determined by staff. The Policies are applicable to financings under the Act and are intended to comply with Section 53312.7 (a) of the Government Code. These Policies shall not apply to any assessment financing or any certificate of participation or similar financings involving leases of or security .in public property. The Policies are subject to amendment by the City Council at any time.

11. FINANCING PRIORITIES.

Eligible Facilities. The improvements eligible to be financed by a CFD must be owned by a public · agency or public utility and must have a useful life of at least five years, except that up to five percent of the proceeds of an issue may be used for facilities owned and operated by a privately-owned public utility.

The development proposed within a CFD must be consistent with the City1s general plan and must have received any required legislative approvals such as zoning or specific plan approvals. A CFO shall not vest any rights to future land use on any properties, including those which are responsible for paying special taxes. Facilities eligible to be financed by a CFD include all those allowed under the Act.

It is acknowledged that the Act permits the financing of fee obligations imposed by governmental agencies the proceeds of which fees are to be used to fund public capital improvements of the nature listed above. The City will consider an application to finance fee obligations on a case-by-case basis.

The funding of public facilities to be owned and operated by public agencies other than the City shall be considered on a case-by-case basis. If the proposed financing is consistent with a public facilities financing plan approved by the City, or the proposed facilities are otherwise consistent with approved land use plans for the property, the City shall consider entering into a joint financing agreement or joint powers authority in order to finance these facilities.

A CFO may also be formed for the purpose of refinancing any fixed special assessment or other governmental lien on property, to the extent permitted under the Act, as applicable.

Priority Facilities. Priority for CFD financing of public facilities shall be given to public facilities which: (a) are necessary for development to proceed in an orderly fashion, or (b} are otherwise coordinated to correspond to the phasing of the related private development project. If appropriate, the 1 D-2
401
Exhibit D
City shall prepare a public facilities financing plan as a part of the specific plan or other land use document that identifies the public facilities required to serve a project, and the type of financing to be utilized for each facility. The City.will attempt to schedule construction of CFO-financed facilities in a manner such that private development will not occur ahead of the installation of public infrastructure necessary to support that development.

Eligible Services: Priority Services. The services eligible to be financed by a CFO (the "Services") are those identified in the Act. Subject to the conditions set forth in the Act, priority for public services to be financed by a CFD shall be given to services which are (a) necessary for the public health, safety and welfare and (b) would otherwise be paid from the City's general fund. The City may finance services to be provided by another local agency if it determines the public convenience and necessity require it to do so, although the City prioritizes financing services to be provided by the City. If appropriate, the City shall prepare a public services financing plan as a part of the specific plan or other land use document that identifies the public services required to serve a project and the source offunding for each such service.

Eligible Private Facilities. Financed improvements may be privately-owned in the specific circumstances, and subject to the conditions, set forth in the Act.

Ill. BOND FINANCINGS; CREDIT QUALITY.

Value-to-Public Lien Ratio. All CFO bond issues should have at least a three to one property value to public lien ratio after calculating the value of the financed public improvements to be installed, unless otherwise specifically approved by the City Council as provided in Section 53345.B(b) or (c) of the Act.

Property value may be based on either an appraisal (as described in VI below) or on assessed values as indicated on the county assessor's tax roll, or a combination of the two.

Entitlement Status. The City will prefer that all major land use approvals and non-ministerial governmental permits necessary for development of land in the CFO are substantially in place before bonds may be issued. In limited circumstances this may vary and in phased developments, such approvals need only be required for the portions of the project which substantially support payment for the bonds.

Reserve Fund. In most cases, a reserve fund equal to the lesser of (i) ten percent of the original proceeds of the bond issue, (ii) the maximum annual debt service on the bonds, or (iii) one hundred twenty-five percent of the average annual debt service on the bonds will be required for all bond issues where less than fifty percent of the buildable acreage has been developed. A smaller reserve fund may be determined by City staff, upon consultation with the City's bond consultants, for bond issues where appropriate development thresholds have been met.

Failure to Meet Credit Criteria. Less than a three to one property value to public lien ratio, excessive tax delinquencies, or projects of uncertain economic viability may cause the City to disallow the sale of bonds or require credit enhancement prior to bond sale. The City may consider exceptions to the above policies for bond issues that do not represent an unusual credit risk, either due to credit enhancement or other reasons specified by the City, and/or which otherwise provide extraordinary public benefits, to the extent permitted by and subject to any applicable requirements of the Act.

If the City requires letters of credit or other security, the credit enhancement shall be issued by an institution, in a form and upon terms and conditions satisfactory to the City. Any security required to 2 D-3
402
Exhibit D
be provided by the applicant may be discharged by the City upon satisfaction of the applicable credit criteria specified by the City.

As an alternative to providing other security, and subject to federal tax law, the applicant may request that a portion of the bond proceeds be placed in escrow with a trustee or fiscal agent in an amount sufficient to assure the financing will meet the applicable credit criteria, including, but not limited to, meeting a value-to-lien ratio of at least three to one on the outstanding proceeds. The escrowed proceeds shall be released at such times and in such amounts as may be necessary to assure the applicable credit criteria has been met.

The City will require that bond financings be structured so that bonds are purchased and owned by suitable investors. For example, the City may require placement of bonds with a limited number of sophisticated investors, large bond denominations and/or transfer restrictions in situations where there is an insufficient value-to-lien ratio, where a substantial amount of the property within a CFD is undeveloped, where tax delinquencies are present in parcels within the CFO, and in any other situation identified by the City.

Variances from these Policies shall not invalidate or place in doubt any approval by the Council of the issuance of the bonds and related actions, and such approval shall likewise constitute approval of any variations to these Policies with respect to the CFD and such bonds.

IV. DISCLOSURES
Purchasers of Property. As a minimum, any disclosures mandated by applicable state law to inform prospective purchasers of their obligations under the CFD shall apply to each CFO. In addition, there may be additional requirements mandated by the City for particular kinds of financings on a caseby-case basis. The City may prescribe specific forms to be used to disclose the existence and extent of obligations imposed by CFD.

Disclosure Requirements for the Resale of Lots. The City shall cooperate with sellers of property (other than developers) to provide information which will enable them to comply with their notice requirements under Section 1102.6 of the Civil Code. A reasonable fee may be charged for providing the notice, not to exceed any maximum fee specified in the Act.

Continuing Bond Disclosure. Landowners in a CFD that are responsible for ten percent (10%) or more of the annual special taxes must, if requested by the City, agree to provide: (i) initial disclosure at the time of issuance of any bonds; and (ii) annual disclosure as required under Rule 1Sc2-12 of the Securities Exchange Commission until the special tax obligation of the property owned by such owner drops below 10% or other threshold established by the City.

V. EQUITY OF SPECIAL TAX FORMULAS AND MAXIMUM SPECIAL TAXES Minimum Special Tax Levels. Special tax formulas shall provide for minimum special tax levels which satisfy the following payment obligations of a CFD: (a) 110 percent gross debt service coverage for all CFO bonded indebtedness, (b) the administrative expenses of the CFD, and (c) amounts equal to the differences between expected earnings on any escrow fund and the interest payments due on related bonds of the CFD.
3 D-4
403
Exhibit D
In addition, the special tax formula may provide for the following to be included in the special tax levels: (a) any amounts required to establish or replenish any reserve fund established in association with the indebtedness of the CFO, (b) the accumulation of funds reasonably required for future debt service, (c) amounts equal to projected delinquencies of special tax payments, (d) the costs of remarketing, credit enhancement and liquidity facility fees, (e) the cost of acquisition, construction, furnishing or equipping of authorized Facilities, (f) lease payments for existing or future facilities, (g) costs associated with the release of funds from an escrow account, {h) the costs of Services, and (i) any other costs or payments permitted by law.

Equity of Special Tax Allocation Formula, The special tax formula shall be reasonable in allocating the CFD's payment obligations to parcels within the CFO. Exemptions from the special tax may be given to parcels which are publicly owned, are held by a property owners' association, are used for a public purpose such as open space or wetlands, are affected by public utility easements making impractical their utilization for other than the purposes set forth in the easements, or have insufficient value to support bonded indebtedness.

Aggregate Tax Burden . The total projected non-residential property tax levels for any CFD (including ad valorem taxes, any maintenance, landscaping or other impositions on the land in the CFO and other similar annual government charges levied on parcels in the CFD, but excluding property owners' association annual levies and as to any special tax levies, based on the expected special tax rates and not any 11 back-up11 special taxes) must be reasonable, and will be considered by the City Council on a case-bycase basis.

The total projected residential property tax levels (including ad valorem taxes, any maintenance, landscaping or other impositions on the land in the CFD and other similar annual government charges levied on parcels in the CFD, but excluding homeowners' association annual levies and as to any special tax levies, based on the expected special tax rates and not any "back-up" special taxes) for any CFD (or, if a CFD has multiple improvement areas, for each improvement area and not the entire CFO) shall not exceed the lesser of (i) 2.0% of the estimated sales prices of the respective homes to be constructed in the CFD (with such prices to be determined by reference to an absorption study or appraisal prepared for the CFD or such other information as the City shall determine), or (ii) any maximum specified in the Act.

The annual increase, if any, in the maximum special tax for any parcel shall not exceed any maximum specified in the Act. The increase in the special tax levied on any residential parcel as a consequence of delinquency or default by the owner of any other parcel shall not exceed any maximum specified in the Act.

Levy on Entire Parcels. Special taxes will only be levied on an entire county assessor's parcel, and any allocation of special tax liability of a county assessor's parcel to leasehold or possessory interest in the fee ownership of such county assessor's parcel shall be the responsibility of the fee owner of such parcel and the City shall have no responsibility therefore and has no interest therein. Failure of the owner of any county assessor's parcel to pay or cause to be paid any special taxes in full when due, shall subject the entire parcel to foreclosure in accordance with the Act.

Feasibility Analysis. The City may retain a special tax consultant to prepare a report which: (a) recommends a special tax for the proposed CFD, and (b} evaluates the special tax proposed to determine its ability to adequately fund identified public facilities, City administrative costs, services (if applicable) and other related expenditures. Such analysis shall also address the resulting aggregate tax burden of all 4 D-5
404
Exhibit D
proposed special taxes plus existing special taxes, ad valorem taxes and assessments on the properties within the CFO.

VI. APPRAISALS
The definitions, standards and assumptions to be used for appraisals shall be determined by City staff on a case-by-case basis, with input from City consultants and CFD applicants, and by reference to relevant materials and information promulgated by the State of California (including, but not limited to, the California Debt Investment and Advisory Commission). The appraiser shall be selected by or otherwise acceptable to the City, and the appraisal shall be coordinated by and under the direction of, or otherwise as acceptable to, the City.

The appraisal must be dated within three months of the date the bonds are priced, unless the City Council determines a longer time is appropriate.

All costs associated with the preparation of the appraisal report shall be paid by the entity requesting the establishment of the CFD, if applicable, through the advance deposit mechanism described below.

VII. CITY PROCEEDINGS.

Petition. For new development projects, a petition meeting the requirements of the applicable authorizing law may be required. The applicant is urged to obtain unanimous waivers of the election waiting period and other election matters to expedite formation of the CFD. In applying to the City for formation of a CFD, the applicant must specify any reasonably expected impediments to obtaining petitions and waivers, including from co-owners and/or lenders of record (where required).

Deposits and Reimbursements. All City staff and consultant costs incurred in the evaluation of CFD applications and the establishment of the CFO will be paid by the entity or entitiesif any, requesting the establishment of the CFD by advance deposit increments. The City shall not incur any expenses for processing and administering a CFD that are not paid by the applicant or from CFD bond proceeds. In general, expenses not chargeable to the CFO shall be directly borne by the proponents of the CFD.

If a petition for formation of a CFD is required, it shall be accompanied by an initial deposit in the amount determined by the City to fund initial staff and consultant costs associated with CFD review and implementation. If additional funds are needed to off-set costs and expenses incurred by the City, the City shall make written demand upon the applicant for such funds. If the applicant fails to make any deposit of additional funds for the proceedings, the City may suspend all proceedings until receipt of such additional deposit.

The City shall not accrue or pay any interest on any portion of the deposit refunded to any applicant or the costs and expenses reimbursed to an applicant. Neither the City nor the CFD shall be required to reimburse any applicant or property owner from any funds other than the proceeds of bonds issued by the CFD or special taxes levied in the CFD.
5 D-6
405
!ND OF DOCUMENT
Exhibit D
Representatives. The City and the applicant shall each designate a representative for each financing district proceeding. The representatives shall be responsible for coordinating the activities of their respective interests and shall be the spokespersons for each such interest. The purpose of this requirement is to avoid duplication of effort and misunderstandings from failure to communicate effectively. In the case of the City, it allows the City's consultants to report to a single official who will, in turn, communicate with other staff members.

Time Schedule. The final schedule of events for any proceeding and the timing of issuance of bonds shall be determined by the City, in consultation with its financing team and the applicant. Any changes will require approval by the appropriate City official. Time schedules will (unless specific exceptions are allowed) observe established City Council meeting schedules and agenda deadlines. To the extent possible, financings will be scheduled to allow debt service to be placed on the tax rolls with a minimum of capitalized interest.

VIII. FINANCING TERMS
All terms and conditions of any CFO bonds shall be established by the City. The City will control, manage and invest all CFD issued bond proceeds. Each bond issue shall be structured to adequately protect bond owners and to not negatively impact the bonding capacity or credit rating of the City through the special taxes, credit enhancements, foreclosure covenant, and reserve funds.

All statements and material related to the sale of bonds shall emphasize and state that neither the faith, credit nor the taxing power of the City is pledged to security or repayment of the Bonds. The sole source of pledged revenues to repay CFO bonds are special taxes, bond proceeds and reserve funds held under the bond document, and the proceeds of foreclosure proceedings and additional security instruments provided at the time of bond issuance.

The City shall select all consultants necessary for the formation of the CFO and the issuance of bonds, including the underwriter(s), bond counsel, disclosure counsel, financial advisors, appraiser, market absorption/pricing consultant and the special tax consultant. Prior consent of the applicant shall not be required in the determination by the City of the consulting and financing team.

IX. EXCEPTIONS TO THESE POLICIES
City staff may find in limited instances that a waiver to any of the above stated policies is reasonable given identified special benefits to be derived from such waiver. In connection with such finding, City staff shall determine if such waiver constitutes a substantial deviation to be approved by action of the City Council.
6 D-7
406
ORDINANCE NO. 2023- 07

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF AMERICAN CANYON AMENDING THE WATSON RANCH SPECIFIC PLAN ( P122- 0023)
WHEREAS, pursuant to Section 65300 of the State Planning and Zoning Law (Gov. Code§ 65000 et seq.), the City of American Canyon has adopted a General Plan to provide comprehensive longrange planning and a blueprint of the city' sfuture form, including land use and circulation maps that specify the roadway network and the distribution of types and intensities of land; and WHEREAS, Section 65358 of the State Planning and Zoning Law provides that the City Council may amend all or part of the General Plan if it deems the amendment to be in the public interest; and
WHEREAS, the Watson Ranch Specific Plan ( WRSP) is a comprehensive planning document that encompasses 309 -acres and will contribute significantly to the identity of American Canyon with its unique draw of new residential neighborhoods and the Napa Valley Ruins & Gardens ( NVRG); and WHEREAS, the WRSP area is located within north of Vintage Ranch; east of the Union Pacific Rail Line; west of the City limits, and generally south of Watson Lane; and WHEREAS, on October 16, 2018, the City Council of the City of American Canyon amended the General Plan to recognize and ensure consistency with and between the City of American Canyon General Plan and the Watson Ranch Specific Plan; and
WHEREAS, on October 16, 2018, the City Council certified the Watson Ranch Specific Plan Draft and Final Environmental Impact Report ( collectively, the " WRSP Final EIR") pursuant to the California Environmental Quality Act (Pub. Res. Code§ 21000 et seq., ("CEQA"); and WHEREAS, on November 6, 2018, the City Council of the City of American Canyon adopted the Watson Ranch Specific Plan by Ordinance pursuant to Municipal Code Chapter 19.2. 020, establishing it as the regulating document for the development of the Watson Ranch Specific Plan site; and
WHEREAS, the Watson Ranch Specific Plan ( WRSP) is a detailed planning document which provides a land use and policy framework for future development of approximately 309 acres within the City of American Canyon; and
WHEREAS, as a policy framework for development of 309 acres, the WRSP by necessity will require amendment from time -to -time to provide appropriate modifications to address current needs and improved ideas; and
WHEREAS, on June 4, 2019, the City Council of the City of American Canyon amended the General Plan to accommodate technical revisions to the Watson Ranch Specific Plan ( Resolution 2019- 40); and
WHEREAS, on June 18, 2019, the City Council of the City of American Canyon approved the first amendment to the WRSP ( Ordinance 2019- 05); and
407
WHEREAS, subsequent to June 18, 2019, the City of American Canyon has approved numerous implementing discretionary applications that have resulted in a Development Agreement; Large Lot Vesting Tentative Map; Street and Park Dedications; Lemos Pointe Apartments, Artisan and Harvest single- family homes; Tentative and Final Maps for single family subdivisions; the NVRG Hotel and Condominiums; two NVRG Amphitheaters; and approval of ministerial construction permits; and
WHEREAS, without changing the approved residential and commercial development intensity, the applicant, AC1- LLC, proposed a General Plan Amendment and Watson Ranch Specific Plan Amendment to implement improved ideas for a more efficient roadway circulation, park locations, public school needs, and clarification of narrative language and policy descriptions throughout the Specific Plan document ( PL22- 0023); and WHEREAS, on May 25, 2023, the City of American Canyon Planning Commission conducted a public hearing and unanimously recommended approval of the Watson Ranch General Plan Amendment and Watson Ranch Specific Plan Amendment; and
WHEREAS, on August 15, 2023, the City of American Canyon City Council conducted a public hearing and approved the Watson Ranch Specific Plan General Plan Amendment; and WHEREAS, on August 15, 2023, the City of American Canyon City Council conducted a public hearing, at which time all those in attendance were given the opportunity to speak on this Watson Ranch Specific Plan Amendment.

NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF AMERICAN CANYON DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. Findings to Approve the Specific Plan Amendment in accordance with American Canyon Municipal Code Section 19.7. 080
A. The distribution, location and extent of land uses, including open space, as depicted in the specific plan is consistent with the general plan.

The Watson Ranch Specific Plan sets forth the land uses, residential densities, nonresidential intensities, permitted and conditional uses, development standards, and design guidelines for the WRSP Area and further implements the Policies set forth for the Town Center land use designation. The Watson Ranch Specific Plan is consistent with the General Plan. This Amendment has a corresponding amendment to the General Plan and is therefore consistent.

B. The specific plan provides for public infrastructure and services needed to support the land uses described in the plan, including adequate distribution, location, extent and intensity of transportation, sewage, water, drainage, solid waste disposal, energy, parks, community facilities and other essential facilities.

The Specific Plan does set forth the design for roadways, water, wastewater, recycled water, storm drainage systems, parks and other community facilities necessary to support the land 408
uses described in the plan. Specifically, Chapters 4, 5, 7 and 8 of the WRSP address these facilities. This Amendment is consistent with the provision ofthese facilities.

C. The standards and development criteria, including requirements for resource utilization, will ensure that development proceeds in an orderly fashion and maintains a high level of quality.

Chapter 6 of the WRSP sets forth development standards which are supplemented by Design Guidelines in Appendix A. The development standards and design guidelines together promote efficient resource utilization, best practices, and sustainability to ensure a high level of quality. Further Chapter 9, Implementation, sets forth the phasing program to ensure the development proceeds in an orderly fashion. This Amendment does not alter the standards and development criteria set forth in the Specific Plan and is therefore consistent.

D. The specific plan contains implementation measures, including financing programs, to ensure that development is supported by adequate infrastructure as it occurs.

WRSP Chapter 9, Implementation, sets forth the financing principles and policies, identifies different financing mechanisms, and sets forth phasing of supporting infrastructure. This Amendment supports the provisions of the Development Agreement which, consistent with the Specific plan, provides further clarity on financing and phasing of infrastructure.

Therefore, this Amendment does not materially alter the implementation plan set forth in the Specific Plan and is therefore consistent.

E. The site is suitable for the type and intensity of development proposed.

As determined through the initial existing conditions analysis and the preparation of the WRSP Final EIR, the WRSP site is suitable for the type and intensity of the proposed development associated with this Amendment. The Amendment does not alter the type and intensity of development proposal and is therefore consistent.

F. The flexibility in development standards afforded by the specific plan process has resulted in a project providing more superior design and amenities than would occur under more traditional zoning practices, and the project provides dear and substantial benefit to the city.

The WRSP Project implements the General Plan for the Town Center land use designation, consistent with Objective 1.9 of the General Plan: "Provide for the development of a Town Center that physically and functionally serves as the symbolic and identifiable focus of community activities and events for the City of American Canyon and which is a regional
destination within Napa Valley." General Plan Policy 1.9. 7designated that the land uses in this area be developed pursuant to one or more specific plans. The WRSP includes Development Standards and Design Guidelines that promote diverse neighborhood design and integrated housing types. It further provides for the creation of a " Town Center" through the renovation of the cement factory ruins while preserving the unique character of this site feature. This Amendment does not alter the flexibility in development standards, the superior design or amenities of the Specific Plan and is therefore consistent.

SECTION 2: Based on the findings described above, the City Council of the City of American Canyon hereby amends the Watson Ranch Specific Plan as depicted in Exhibit A to this Ordinance. 409
SECTION 3: CEQA FINDINGS: Regarding Environmental Review pursuant to the California Environmental Quality Act ( CEQA)

1. This Specific Plan Amendment does not change the total number of dwelling units and commercial square footage established by the WRSP. Therefore, the environmental impacts of the WRSP Project which included the Specific Plan were adequately considered in the certified Final EIR for the Watson Ranch Specific Plan Project ( SCN. 2015022030) which includes findings, a Statement of Overriding Considerations for the Project, and a Mitigation Monitoring and Reporting Program.

2. Approval of the Specific Plan Amendment based on the Final EIR, the Statement of Overriding Considerations for the Project, and the Mitigation Monitoring and Reporting Program complies with CEQA.

SECTION 4. EFFECTIVE DATE. This ordinance shall become effective effect 30 days after its final passage pursuant to Government Code section 36937.

SECTION 5. SEVERABILITY. If any section, sentence, clause or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and adopted this Ordinance and each section, sentence, clause or phrase thereof, irrespective of the fact that one or more sections, subsections, sentences, clauses or phrases be declared invalid or unconstitutional.

SECTION 6. CUSTODIAN OF RECORDS. The documents and materials that constitute the record of proceedings on which this Ordinance is based are located at the City Clerk' s office located at 4831 Broadway, Suite 201, American Canyon, CA 94503. The custodian of these records is the City Clerk.

The foregoing Ordinance was introduced at a regular meeting of the City Council of the City of American Canyon, State of California, held on the 15T" day of August, 2023 by the following vote:

AYES: Councilmembers Aboudamous, Joseph, Vice Mayor Washington, and Mayor Garcia NOES: None
ABSTAIN: None
ABSENT: Councilmember Oro
410
The foregoing Ordinance was adopted at a regular meeting of the City Council of the City of American Canyon, State of California, held on the 5T" day of September, 2023, by the following vote:

AYES: Councilmembers Aboudamous, Joseph, Vice Mayor Washington, and Mayor Garcia NOES: None
ABSTAIN: None
ABSENT: Councilmember Oro
Lotr- t_
ATTEST:

Taresa Geilfuss, CMC City Clerk
Exhibits
A. Revised Watson Ranch Specific Plan
Leon Garcia, Mayor
APPROVED AS TO FORM:

William D. Ross, City Attorney
411
ATTACHMENT 1.

EXHIBIT A

SPECIFIC PLAN AMENDMENT
APRIL 2023
Watson Ranch
412

ACKNOWLEDGEMENTS
City of American Canyon
City Council
Leon Garcia, Mayor
Pierre Washington, Council Member
Mariam Aboudamous, Council Member
Mark Joseph, Council Member
David Oro, Council Member
Kenneth Leary, Council Member*
Planning Commission
Crystal Dispo Mallare, Chair
Eric Altman, Commissioner
Brando Cruz, Commissioner
Andrew Goff, Commissioner
David Mohammed, Commissioner
Tyrone Navarro, Commissioner*
Tammy Wong, Commissioner*
Bernie Zipay, Commissioner*
Parks and Community Services Commission
Clarence Mamaril, Chair
Cathy Margolati, Commissioner
David Garcia, Commissioner
Charlie Plummer, Commissioner
Gina Griggs, Commissioner
Selah Hmun, Honorary Commissioner
Kristin Einberger, Commissioner*
Karina Servente, Commissioner*
Janelle Sellick, Commissioner*
Open Space, Active Transportation, and Sustainability ( OSATS) Commission Formerly Open Space Advisory Committee)
Nance Matson, Chair
Barry Christian, Commissioner
Tara Clinton -Horner, Commissioner
Scott Artis, Commissioner
Kim Hester Williams, Committee Member*
Todd Novak, Committee Member*
Active during original adoption ( 2018)
413

TABLE OF CONTENTS
Executive Summary 1
Chapter 1 Introduction 5

1. Purpose 5

1. 2 Specific Plan Authority 6

1. 3 Relevant Documents and Policies 6

1. 4 Public Outreach 7

1. 5 Planning Principles 8
Chapter 2 Existing Conditions 9

2. 1 Project Location 9

2. Ownership 11

2. 3 Project Setting 12

2. 4 Site History 13
Chapter 3 Vision and Design Strategy 15

3. 1 Vision 15

3. 2 Community Framework 16

3. Napa Valley Ruins & Gardens Vision 18

3. 4 Neighborhood Design Concept 27

3. 5 Residential Design Vision 28

3. 6 Parks, Open Space, Pedestrian & Bicycle Circulation Vision 29 Chapter 4 Land Use 31

4. 1 Introduction 31

4. 2 Land Use Goals and Objectives 31

4. 3 General Plan Land Use Designation 32

4. Specific Plan Land Use Summary 34

4. 5 Adjustment/ Transfer/ Conversion Regulations 38

4. 6 Permitted and Conditionally Permitted Uses 39

4. 7 Inclusionary Housing 40
TABLE OF CONTENTS 1 i
414
Chapter 9 Implementation 109

9. 1 Introduction 109

9. 2 Land Use Regulations 110

9. 3 Phasing 110

9. 4 Public Facilities And Infrastructure Financing 118

9. 5 Maintenance of Common Facilities 123

9. 6 Implementation Policies 123

9. 7 Subsequent Entitlements 124

9. 8 Unit Transfers 126
Appendix A Design Guidelines 127
A. 1 Purpose And Intent Of The Design Guidelines 127
A. 2 Sustainability Design Guidelines 127
A. 3 Landscape Strategy 130
A. 4 Residential Design Guidelines 132
A. 5 Napa Valley Ruins & Gardens Design Guidelines 141
A. 6 Community Art and Monumentation 149
A. 7 Walls and Fencing Design Guidelines 151
A. 8 Crime Prevention Through Environmental Design ( CPTED) Design Guidelines 152 Appendix B General Plan Consistency 153
B. 0 General Plan Policy 153
B. 1 Land Use Element 153
B. 2 Housing Element 157
B. 3 Economic Development 158
B. 4 Circulation Element 158
B. 5 Utilities Element 159
B. 6 Public Services and Facilities 160
B. 7 Parks and Recreation 160
B. 8 Natural & Historic/ Cultural Element 161
B. 9 Geology Element 162
B. 10 Flood Hazards Element 162
B. 11 Noise Element 162
TABLE OF CONTENTS 1 iii
415
Figure 7. 3. 2b: Modified Collector ( Rio Del Mar extension - NWT crossing to Newell Dr.) 79 Figure 7. 3. 2c: Modified Collector ( Rio Del Mar extension - at grade crossing.) 80 Figure 7. 3. 2d: Modified Collector ( Rio Del Mar extension - RR underpass) 81 Figure 7. 3. 2e Modified Collector ( Rio Del Mar extension - from SR 29 to western property boundary) 82 Figure 7.3.: Minor Collector 83
Figure 7.3.4: Local Streets ( Residential) 84
Figure 7. 3.5: Modified Local Street ( Residential) - A 85 Figure 7. 3.6: Modified Local Street ( Residential) - B 86 Figure 7.3.: Cul- de- sac 87
Figure 7. 3.8: Residential Alley 88
Figure 7. 4: Intersection neckdown/ bulbout 89
Figure 7. 5: Pedestrian and Bike Circulation 91
Figure 7. 6: Napa Valley Vine Trail Section 92
Figure 7.: River to Ridge Trail Section 92
Figure 7. 8: Multi - Use Trail Section 92
Figure 7.9: Multi -Use Trail Section along Detention Basins 92 Figure 7. 10: Local and Regional Transit 94
Figure 7. 11 Summary of Off -Site Road Improvements 95
Chapter 8 Infrastructure and Public Services
Figure 8. 1: Water Service Zones 101
Figure 8. 2: Water Infrastructure - On -Site Improvements 102 Figure 8. 3: Sanitary Sewer Infrastructure Improvements 103 Figure 8. 4: Recycled Water Infrastructure Improvements 104 Figure 8. 5: Storm Water Drainage Infrastructure 105
Figure 8. 6: Water Infrastructure - Off -Site Improvements 108 Chapter 9 Implementation
Figure 9. 1: Phase 1 - Infrastructure Improvements 112
Figure 9. 2: Phase 2 - Infrastructure Improvements 113
Figure 9. 3: Phase 3 - Infrastructure Improvements 114
Figure 9. 4: Phase 4 - Infrastructure Improvements 115
Figure 9. 5: On -Site & Off -Site Backbone Roadway Phasing 116 LIST OF FIGURES 1 v
416

EXECUTIVE SUMMARY
The Watson Ranch Specific Plan (WRSP) Area is located within the city limits ofAmerican Canyon, in Napa County, California.

The WRSP is a comprehensive planning document that will guide development of the approximately 309 - acre WRSP Area.

The WRSP Area is an important part of the City' sGeneral Plan and is intended to contribute significantly to the identity of American Canyon with its unique draw of new residential neighborhoods and the Napa Valley Ruins & Gardens ( NVRG).

The adaptive re -use of the NVRG will support community and private gatherings in a setting that is unlike anything else in the region. The WRSP completes the fabric of American Canyon by linking the community through roadways and regional trails and by creating a " Town Center" with community gathering places. New residential neighborhoods will provide a wide range of housing options. The WRSP development progra ` " '" - dements:

1. A mix of commercial, recreational, and commun uses in amphitheater( s)
and around the NVRG that will consist of:
a. An adaptive reuse of the NVRG are include a variety of commercial uses, including a combination of indoor and outdoor spaces for am amphithea er, restaurants, pubs, distillery, wine tasting, breweries, food trucks, farmers' market, weddings, and corporate/ public/ private events. Uses not listed in the NVRG may be allowed through the City development review process ( e.g., Conditional Use Permit). b. A boutique hotel with approximately 200 rooms and 30 private residences as part of the hotel. c. The Quarry Lake, with park, trail and open space uses. d. Mixed - use and/ or live -work housing of up to 10% of total units ( included in residential project total).

2. Residential development consisting of varying housing types and densities to accommodate the current and future demographic trends. The summary of residential uses proposed in the plan are:
a. Approximately 102 acres (623 units) of medium density residential ( MDR -12). b. Approximately 65 acres ( 630 units) of medium density residential ( MDR - 16). c. Approximately 6 acres ( 186 units) of high density residential ( HDR) affordable housing.

3. Community amenities consisting of:
a. Approximately 63 acres of parks and open space.
b. A community trail system that includes connecting portions of the Napa Valley Vine Trail and the River to Ridge Trail. c. A community plaza and site for an approximately 20, 000 square foot community center that will serve as a gathering place for American Canyon visitors and residents.

4. Infrastructure improvements that include:
a. The extension of Newell Drive along the WRSP Area' s eastern boundary. b. The extension of Rio Del Mar from SR 29 to the Newell Drive Extension, to be named " Rio Del Mar East." c. A new rail crossing at the Union Pacific rail line at Rio Del Mar East or South Napa Junction Road. d. Internal circulation for the WRSP Area.
e. The water distribution system, sanitary sewer system, storm water drainage system and dry utilities to service the WRSP Area.

Finally, the WRSP sets forth a conceptual phasing plan and a financing program to address the timing of build out and the funding of the infrastructure associated with the WRSP.

WATSON RANCH SPECIFIC PLAN AMENDMENT EXECUTIVE SUMMARY 1 1 417
City of American Canyon
FIGURE 3:

CIRCULATION MAP
0sp"1.. 14•
OwwR RD
S
1'
All ^. e// 14.0
LEGEND. N T. S
Uroon Crory Boondory
6 - lone Arterla'
4 - lane Arterol
7 I nnn ArtnwM
topr C011ector

4. m.. Optional Malor Collector Connection
M, nor COIrctO.

Indosirlo' Celled°,
Respond Corr, dor
At- Crode RFD(
Geode - Separated RRX
Mopr Inlersec tons
M Grade Seporotee Pedestnon Crossing
i0•• ry
4 Cn culai ion 1 Icmciu Pagc 13
418
CHAPTER 1 - INTRODUCTION

1. Purpose
The Watson Ranch Specific Plan (WRSP) is a detailed planning document which provides the land use and policy framework for the future development of approximately 309 acres within the City of American Canyon. The WRSP Area is located toward the northeastern side ofAmerican Canyon and to the east of Lincoln Highway, which is also designated as California State Highway 29. It is generally bound by open space to the north and the Vintage Ranch residential neighborhood to the south. It is further framed by Union Pacific railroad tracks and existing development to the west, and the City limit line, grassland, and open space to the east. Within the City of American Canyon General Plan, the WRSP Area is designated as Town Center (TC). The City' s objective for the WRSP Area as stated by its General Plan is to:

Provide for the development of a Town Center that physically and functionally serves as the symbolic and identifiable focus of community activities and events for the City of American Canyon, and which is a regional
destination within the Napa Valley ( GP Objective 1. 19)" An extensive public outreach process, demographic and market research, and the physical characteristics of the land have molded the WRSP to foster a premier mixed -use community with a strong sense of place. The development in accordance with the WRSP will provide an array of new residential homes and services for both residents and visitors. The WRSP is consistent with the community vision of American Canyon, as a community with a small- town character and feel, socially and ethnically diverse, and ideally located in Napa County in close proximity to the Bay Area. The proposed mix of housing, retail, commercial, entertainment, and parks will further strengthen the existing community ties while also providing a community gathering place. The purpose of the WRSP is to provide a comprehensive set of goals, objectives, policies, development standards, and design guidelines for the development of the WRSP Area. The implemented WRSP will result in a unique and appealing new community which provides a variety of new amenities and infrastructure improvements necessary to implement the development. The organization of this document reflects the progression of the planning process that helped shape the WRSP, moving from an explanation of the over -arching goals to specific chapters that deal with certain topics such as land use, and circulation which have policies that implement those goals.

The WRSP details the following elements:

A range of new housing types and densities including High Density Residential ( HDR) and Medium Density Residential MDR -12 and MDR -16) neighborhoods.

The Napa Valley Ruins & Gardens ( NVRG) area consisting of civic, retail, entertainment, commercial, visitor serving, and residential uses focused in and around NVRG.

Community amenities, including parks, trails and open space areas.

Necessary public and private infrastructure improvements, including streets, pedestrian circulation, water distribution system, sanitary sewer system, storm water drainage system, and dry utilities for the WRSP Area. e come
a n
gateway H the.
apa Valley
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 1 - INTRODUCTION 1 5 419
The WRSP provides the community vision, land use plan,
circulation plan, development regulations, design guidelines, and implementation measures to ensure development
in a manner that is consistent with the goals, objectives, principles, and policies of the City of American Canyon General Plan.

1. 3. 2 AMERICAN CANYON MUNICIPAL
CODE
The City of American Canyon Municipal Code, Title 19
Zoning Ordinance) provides standards for site- specific development and land use regulations that govern the
size, shape, and type of use for development in the City of American Canyon. In any instance where the WRSP
regulations and development standards may vary from the Zoning Ordinance, the WRSP will take precedence. Where
the WRSP is silent on a
topic, the City of American Canyon
Zoning Ordinance requirements will remain in force.

The WRSP will be adopted by ordinance and become the
controlling zoning for the WRSP property pursuant to City of American Canyon Municipal Code Title 19, Chapter 19.2.

Town Center Zoning District.

1. 3. NAPA COUNTY AIRPORT LAND

USE COMPATIBILITY PLAN
The Napa County Airport Land Use Commission ( ALUC)
has the responsibility of preparing an Airport Land Use Compatibility Plan ensuring that land uses in the area
surrounding the airport are compatible with airport
operations. A very small portion of the WRSP Area is
partially subject to airport restrictions for Airport Zone D in the northwestern corner of the WRSP Area. Under the Napa Airport Land Use Compatibility Plan, this zone restricts residential development. The proposed plan is compatible with this requirement. A majority of the WRSP Area is within Zone E where there are no land use restrictions.

1. 3. 4 RELATIONSHIP TO OTHER PLANS
The WRSP Area is located adjacent to the SR 29 Priority Development Area ( PDA) designated by Association of
Bay Area Governments and Metropolitan Transportation
Commission. The goal of the PDA is to relieve congestion and adopt a complete streets concept for the section of Highway 29 through American Canyon, while promoting a
healthy mix of uses surrounding the highway that support the various modes of transportation.

The Broadway District Specific Plan (BDSP) was adopted by City Council in 2019 and updated September 1, 2020. The WRSP and the BDSP represent parallel planning efforts that work together to meet regional housing requirements and provide the opportunity for improved transit and walkability consistent with the City' sGeneral Plan. The Broadway
District is a Priority Development Area (PDA) as designated by the Association of Bay Area Governments ( ABAG)
and Bay Area communities. PDAs are areas specifically
designated for new housing and job growth with some
incentives to encourage investment. PDAs are considered foundational for sustainable regional growth and Plan Bay Area. PDAs emphasize housing at higher densities near
transit or transit corridors.

Both the WRSP and the BDSP are coordinated with one
another, especially on the Rio Del Mar extension which
connects Highway 29 to Newell Drive. The overall goal of both projects is to create a complete street concept with mixed use walkable neighborhoods that is consistent with the vision of the American Canyon General Plan within both project boundaries. The WRSP has planned connections
to and segments of the Napa Valley Vine and River to
Ridge Trails. The WRSP Area is a key part of these future trail extensions, and will provide an important part of the overall regional trail system. The Napa Valley Vine Trail is expected to link 47 miles of dedicated multi -use trails from Calistoga south to Vallejo Ferry Terminal crossing through the WRSP Area from the north and intersecting the River to Ridge Trail ( running east/ west) as it makes its way south.

The Circulation Element was amended in October 2018, as specified by the 2018 WRSP, to incorporate an amended
Circulation Map and amended Table 3 ( Major Circulation Improvements).

1. 4 Public Outreach

1. 4. STEERING COMMITTEE
For development of the 2018 WRSP, the City appointed an eight person Steering Committee made up of two Council
members, one Planning Commissioner, one member each
from the Parks and Community Services Commission
PCSC) and the Open Space Advisory Committee ( OSAC),
a
representative of the Napa Valley Unified School District and two residents at large. City Department Heads also
attended the Steering Committee meetings. Over several
meetings early in the WRSP preparation process, the
Steering Committee identified the Planning Principles which defined the vision for the WRSP Area. These Principles
have been restated in Section 1. 5 below,

1. 4. 2 COMMUNITY INPUT
The City values public involvement in the planning
process. So, in addition to the involvement of the Steering Committee throughout the WRSP process, an extensive
Community Outreach Program was implemented including
community workshops and opportunities to participate and comment online.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 1 - INTRODUCTION 1 7 420
CHAPTER 2 - EXISTING CONDITIONS

2. 1 Project Location
The City of American Canyon is situated along the southern tip of Napa County. Located on Highway 29, American
Canyon is approximately eight miles south of the City of Napa and thirty- five miles northeast of San Francisco. The Watson Ranch Specific Plan ( WRSP) Area occupies a
iI, 0,
1; '*.' •' •
r • Off -Leash
YJ
r ' a
J
0A / f ,
portion of the eastern edge of American Canyon within the City' s urban limit line.

Figures 2. 1 and 2. show the location of the WRSP Area in context with the surroundings, both regional and citywide. 1 ' Dog Area ve
i
y - " • j `ocaf F
171
1 if %,
ii.
r.
r,, 61 \
NAPA
t
Jp'. • , Y
J. J. W V ` rt
t ' ," mil Y; r ,;+ \ •
x
John F Kennedy
Memorial Park 4
Hive :
r 12 cM
fq
w
q,, •
4 A'1
San Pablo ( i)
Bay National
Wildlife Refuge
Country Club
4 Carndie Park
Figure 2. 1: Regional Site Context
1; take
AA; t Mad 411.
fit 1 j •
I : •_
rk
c MERICA aN`, / Al
i9ANYON ti
Medusa
Dan Foley
Park,
4-.# 4,r , -,'
04,,,, 4700, ; 7 ,,,,..) Alk• _
r;
r
r
1 1
Roc
Green Valley Park
c
l
T
Hd
l • denbrooke " .. ` ".^.))
4G- olf. Club))
f
2644
I , ji1
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 2- EXISTING CONDITIONS 1 9 421

2. Ownership
The WRSP Area is approximately 309 acres of which indicates the location of each individual ownership within approximately 252 acres is owned by American Canyon I, the WRSP Area. American Canyon I, LLC, and the Newell LLC ( and its successor interests), while the remaining 57 Family interests are co -applicants for the WRSP. acres is owned by the Newell Family interests. Figure 2. 3 LEGEND
AMERICAN CANYON 1,

LLC PROPERTY

NEWELL FAMILY

PROPERTY
1 \
Figure 2.3: Property Ownership
JUL
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 2 - EXISTING CONDITIONS 1 11 422
and east. In general, elevations drop from the east to
the west. The vegetation on -site is predominantly short seasonal grasses with some limited hay production. Trees on site are limited with a cluster of eucalyptus trees on the north end of the WRSP Area.

Located in proximity to the Napa Valley Ruins & Gardens NVRG) is an approximately two ( 2) acre lake referred to as the " quarry lake" or "pond". There are two minor wetlands that generally run east to west across the site between the PG& E Gas Line and the Union Pacific Rail line. Numerous field studies were conducted for the WRSP Area. Biological features including wetlands and special status species were evaluated and preliminary results are reflected on Figure

2. 4. Additional analysis and information may be found in the WRSP Environmental Impact Report ( EIR).

Existing structures on site include the substantial concrete structures in the south end known as the NVRG. These
are the remnants of a Portland cement plant, a turn of the century industrial use which manufactured cement. The
Napa County Airport is located approximately two ( 2) miles northwest of the WRSP Area. As a result, the WRSP Area is subject to Napa County Airport Land Use Plan Compatibility Zones. These zones are designed to address airport noise and safety concerns by restricting certain land uses that are incompatible with airport operations. A small portion of the northwestern corner of the WRSP Area is affected by Zone D, which substantially restricts residential development. No residential uses are proposed for this area of the WRSP. A large portion of the WRSP Area is within Zone E ( see Figure

2. 4). Zone E has no land use restrictions but requires review by the Airport Land Use Commission for any General Plan Amendment or Specific Plan Amendment or approval.

Therefore, the WRSP was referred to the Airport Land
Use Commission ( ALUC) in 2016, and the ALUC made a
determination of consistency for the WRSP with the Airport Land Use Plan. The amended WRSP was referred to the
ALUC in 2022, and the ALUC made a determination of
consistency for the amended WRSP with the Airport Land
Use Plan.

2. 4 Site History
The Standard Portland Cement Company opened in 1898 to
manufacture cement by excavating clay & limestone, which created seven limestone quarries in the southern portion of the site within the WRSP Area. This company, with up to 400 employees working in 12 - hour shifts, produced 2, 000 barrels of cement a day. This cement was vital in helping rebuild San Francisco after the 1906 earthquake and fire.

In the 1930s the cement company closed. In the 1950s, the Basalt Rock Company took over and produced lightweight
aggregate used in concrete for high- rse buildings. This continued until 1978 when the Basalt Rock Company closed.

The 1898-30 industrial uses created most of the
structures known as the " ruins" that remain on the site today within the NVRG. Because of this long time frame, the walls and facilities have an amazing texture and context from weathering leaving the aggregate rough and exposed, giving it the feel of something from ancient Rome or Greece.

In 1985, Jaeger Vineyards purchased the property. After failed attempts at grape cultivation, it was determined that the soils on the site will not support vineyards and the property should be put to other uses.

American Canyon incorporated as a city in 1992. Thirty
acres of the subject site, in the vicinity of the ruins, were included within the newly formed City limits. The remaining acreage stayed in the unincorporated County of Napa.

Interest in the property began to grow as the future site of a new Town Center and, in 1994, the City' s
General Plan
designated the property as the " Town Center". In 1999, as a result of ongoing public support for the project, American Canyon voters approved " Measure C" with more than 83%
of the vote. This citizen initiative pre -zoned 70 acres of the property to " Town Center". That same year, Napa County LAFCO added the 70 -acre portion to the City' s Sphere of Influence, making it eligible for annexation.

In 2008, an Urban Limit Line (" ULL") was approved by
the City of American Canyon. The ULL governs growth
boundaries for the City through the year 2030. In 2010, LAFCO approved the annexation of the WRSP Area. A lot
line adjustment establishing the approved City limits was recorded in 2011.

In 2012, a concept for adaptive reuse of the ruins within the NVRG as a local and regional destination was prepared.

The City of American Canyon reviewed the concept as
well as the feasibility study prepared by the consulting firm Economic and Planning Systems, Inc. (EPS). In 2013 the
City of American Canyon updated its Circulation Element, which assumed the land uses set forth in the WRSP. In
2018 the Circulation Element was amended to incorporate amendments set forth in the 2018 WRSP. The Circulation
Element ( along with the Land Use Element) will again be amended to reflect land use and circulation changes set forth therein as described in subsequent chapters. Both the Circulation Plan in Chapter 7 and the Land Use Concept in Chapter 4 respond to the policies and standards included in the Circulation Element.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 2 - EXISTING CONDITIONS 113 423
CHAPTER 3 - VISION AND DESIGN STRATEGY

3. 1 Vision
The Watson Ranch Specific Plan ( WRSP) promotes the development of a vibrant, progressive, and fully integrated community; one that will be recognized as a memorable place to live, work, and play for present and future generations.

The overall plan will include a series of neighborhoods that integrate housing, recreation, retail, and commercial opportunities. The WRSP Area will be a vibrant, memorable place where civic, destination shopping, dining, hospitality, employment, residential, and recreational uses converge. This opportunity provides a community gathering space within the City of American Canyon serving visitors and residents while preserving American Canyon' ssmall town feel and character. The execution of this character is governed by the Development Regulations in Chapter 6 and influenced by the Design Guidelines in Appendix A of the WRSP.

Key components to the success of this urban fabric include community threads such as pedestrian and bicycle friendly streets, open space connections, and vistas to important community monuments, such as the Napa Valley Ruins & Gardens ( NVRG). These urban design features link neighborhoods into a cohesive community yet allow them to have individual character. These linkages and their focal points establish the framework and character of the new community. In addition to this community structure, strong and simple distinctive architecture and landscape themes will help to establish a unique identity.

Standard Portland Cement Company ruins, present day Community event opportunities WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 3 - VISION AND DESIGN STRATEGY 115 424
not developed in tracts separated by walls. The modified grid also allows the neighborhood pattern to work with the existing topography.

The majority of the residential neighborhoods lie to the north of Rio Del Mar East and are accessed from Rio Del Mar
East and Newell Drive via a minor collector road ( Marcus Road). This road includes on -street striped bike lanes and six- foot wide sidewalks that encourage walking and cycling within the community to trails, parks, and the NVRG.

To further strengthen community connectivity, two regional trails, the River to Ridge Trail and the Napa Valley Vine Trail are linked to a series of internal trails that loop through the WRSP Area. Parks are strategically located along the primary trail linkages with one major park creating a larger combined central open space feature. A detailed description of the parks and trails is provided in Chapter 5.

The Napa Valley Vine Trail is a major north/ south
pedestrian and bicycle amenity forming the backbone of the community. In order to facilitate an optimum trail experience, road crossings are minimized to only two road crossings.

Pedestrian and bicycle connectivity to the adjacent
neighborhoods is seamlessly integrated, while east/ west vehicular connectivity is minimized. To promote pedestrian and vehicular access to the Napa Valley Vine Trail, a variety of design techniques are used, such as single loaded streets, integration of the park and trail systems, and an extensive network of secondary trails and sidewalks that connect
the neighborhoods with the regional trail. Section A. 3. 1 in Appendix A addresses how roads and homes interact with
this trail corridor.

A palette of coordinated streetscape furnishings will enhance the WRSP' s urban areas. Furnishings such as bike racks, drinking fountains, newspaper racks, trash receptacles, and benches are envisioned to be provided at appropriate locations.

The NVRG will function as a mixed - use Town Center and will be the focal point of the WRSP community where uses such as festivals, wine tasting, brew pubs, distillery, dining opportunities, hospitality, and retail all converge within the central organizing element of the NVRG structures. It is anticipated that this area will develop organically over time so the standards and guidelines in this document, while being directive, are intended to allow flexibility to encourage creative uses and design solutions in the adaptive reuse of the existing NVRG structures.

Coordinated streetscape furnishings
Appropriately located street furnishings; trail connections WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 3 - VISION AND DESIGN STRATEGY 117 425

SOUTH NAPA

JUNCTION ROAD

CONCRETE
SILOS
1 1
1 QUARRY
LAKE
1 I
Figure 3. 1: Existing Structures

VINTAGE RANCH

NORTHERN ROW

OF ROOFLESS

BUILDINGS

CENTRAL PORTION

OF THE RUINS

POWER PLANT
ROUND

BUILDING
600 NORTH
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 3 - VISION AND DESIGN STRATEGY 119 426
The following are some examples of potential types of uses and amenities envisioned for the NVRG.

Chapel / Wedding Area. Amenities such as a small
structure and gardens may be used for weddings and
other similar private gatherings.

Main Ruins Structure. The main structure is envisioned
to contain spaces, gardens and plazas for various
events such as receptions, business venues and other
private gatherings. While it is not envisioned that the main ruins structures would have roofs added to them,
they may incorporate permanent or temporary tensile
structures or other free- standing means to provide
shelter from the sun or rain.

Ruins structures today Potential use for weddings and events Ruins walls form enclosed spaces or "cloisters" in the main ruins area Restaurants. The NVRG is an ideal location for one
or more restaurants, providing a
synergy with adjacent/
nearby social uses.

Cafe. The NVRG is well suited for a cafe or similar use that encourages people to spend time socializing and
enjoying the NVRG.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 3 - VISION AND DESIGN STRATEGY 1 21 427
Mobile Food Truck Venue. Mobile food trucks provide
high quality, freshly prepared food and beverages and
are untethered to a static location. In most cases they simply arrive at a destination such as a festival or park wherever they can because they are self— contained
and are open for business. In response to this dining
industry movement, an area for food trucks could be
provided. This area may be supplied with power for the
trucks, eliminating their need to use generators. While the location and amenity may end up being fixed to
a particular area, the individual trucks will vary, thus allowing for variety and change in the offering and a
dynamic food experience. Additionally, this area may
serve as overflow or flex space when trucks are not
present.

Children' sPlay Area. Play structures will contain play experiences that encourage discovery of the history
of American Canyon, the WRSP Area and the Basalt
Plant/ortland Cement Factory ruins.

Parking. The manner in which parking is provided for
the various uses in the NVRG is critical to creating a
project that is both economically successful and a truly pedestrian oriented place. Parking will be provided on
Rio Del Mar East as parallel or angled parking and
in parking lots that support the various uses. Parking
areas will be distributed throughout the NVRG to allow
for proximity and ease of access and to reduce their
scale. Parking for larger events may be provided in
vineyard or orchard lots that when not in use, simply
support the landscape character of the area.

Hospitality / Hotel / Hotel Parking. This use is
proposed to be located on the north facing slope of
the hill in the eastern side of the NVRG. This location provides commanding views and allows for the
opportunity to provide adequate parking, and a bold
landscape statement. The site terrain will be sensitively graded to provide a road to the hilltop site. The Hotel will be a " boutique hotel" of approximately 200 rooms, additional casitas, and supporting amenities. There will also be private residences located near the hotel on the south side. The use is intended to be complementary
to and work in conjunction with the wedding and event
center use in the NVRG.

Overflow/ Event Parking. Large community events and
private events will take place at the NVRG. As these will be scheduled events and not daily activities, the parking needed to accommodate the influx of people can be
provided in the orchard. When planted, the orchard
could be laid out to allow appropriate spacing and
surfacing ( crushed rock or other appropriate multiuse
surface). This would create an area that is functionally Potential area for outdoor performances
Mobile culinary trucks
Example gathering space
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 3 - VISION AND DESIGN STRATEGY 1 23 428
Charcuterie. At the southwest corner of the group
of ruins structures is a small concrete structure. This structure and location may be appropriate for artisan
food uses such as a charcuterie.

Festival Space. The space between the Quarry
Lake Park and Community Gardens could provide a
gathering space, where local festivals and community
events could occur.

Quarry Lake Park. The former quarry lake and
its surroundings can provide a unique park and
recreational experience. This park facility is proposed to be privately maintained and operated, yet accessible as a public amenity. Access to the water for recreational purposes will be restricted. On the west, south, and
east sides of the lake will be a trail and viewing places.

Picnic opportunities will be provided, predominantly
at the east end where a natural bowl occurs. Specific
programming of recreational facilities in public parks
will be coordinated with the City Parks and Recreation
Department. The trail will connect to the NVRG and the
residential neighborhoods to the south and north.

Artisan Building. The " Maker" movement is gaining
momentum across the Bay Area and the country.

Appreciation for hand crafted items of all types is on the rise. Providing a place for artisans (" makers") to work their craft or art is consistent with the concept of the adaptive reuse of the ruins. It may also house a market similar to the Oxbow Market in Napa that establishes
a place for local crafts people and artists to sell their wares, or to enjoy local food from those who produce it.

Existing Quarry Lake
Live/ Work Building. There could be an opportunity for
a future live/ work building located in the NVRG.

Mixed Use Building. There could be an opportunity
for a future mixed -use building to house residential
above restaurants, retail, or a variety of other uses that complement and add vibrancy to the NVRG.

Potential Bus Stop / Shelter. Vine Transit has two
bus routes through the City of American Canyon. For
more on transit and public services refer to Chapters 7 and 8 of the WRSP. Should a bus route be established
along Rio Del Mar East, a stop at the NVRG should
be considered along the Rio Del Mar East frontage.

Specific siting of a stop and shelter will be coordinated with the transportation agency at tentative map stage
see Implementation Chapter 9).

Existing graffiti art at NVRG
Existing graffiti art at NVRG
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 3 - VISION AND DESIGN STRATEGY 1 25 429
removable bollards allow vehicular access to different areas as needed. For example, vehicular access for drop- off could be provided at the wedding chapel. When not being used
for vehicular access, the space simply feels like part of the gardens, not an asphalt street or parking area.

3. COMMUNITY ART & SIGNAGE
Given the unique identity established by the NVRG,
community art can have a complementary role in energizing and defining the plaza and surrounding spaces. Community art may take the form of tile mosaics on the buildings, interactive fountains, sculpture, custom street furnishings such as benches, trash receptacles, and manhole covers, or seasonal items such as a playful and unique banner
program. It may also include preservation of particularly creative graffiti art on the ruins themselves, or wall space dedicated to shows of street art.

Signage guidelines included in Appendix A, Design
Guidelines, Section A. 5. of the WRSP are intended to
guide merchants towards unique and individual signage as this is critical in supporting this unique character.

3.4 LANDSCAPE CHARACTER
Supporting the unique architectural environment of the
NVRG will be a strong landscape design concept. Plantings will be composed of drought -tolerant species. Landscaping of this area will draw heavily from classic images and include lavender, roses, grasses and flowering vines. Trees such as olives, in groves or strong linear patterns may be used to further reinforce the wine country character. Rows of vineyards create a strong geometric statement and support the wine country aesthetic. Consistent with the direction of the City' s Steering Committee, the landscape and public spaces should celebrate the history of the place through thoughtful design and interpretive signage.

Vertical landscaping
The planting palette and design will be robust to match the strength of the existing ruins structures. Blending structure and gardens, the massive walls of the ruins could support vertical gardens that create soft yet geometric planes of plantings. The opportunity for vertical landscaping ( or green walls") builds on the unique identity of the place.

See Appendix A, Design Guidelines, Section A. 5.3 for
specific guidelines.

3. 4 Neighborhood Design
Concept
Residential neighborhoods within the WRSP Area will
provide variety in terms of individual character. NVRG.

Moving north away from the NVRG, lots may increase in
size resulting in a transition to lower density moving away from the NVRG.

Neighborhoods are not walled off from each other and
pedestrian connectivity between neighborhoods, amenities, and regional trails is provided. A hierarchy of streets is defined in Chapter 7 ( Circulation), which shows where
they occur in the community and if they provide through connections or simply serve a neighborhood of homes. The street system is based on the concept of "complete streets".

Streets are strategically located to provide the greatest access to parks and regional trails. Open- ended cul- desacs will be utilized extensively to minimize the conflict for vehicles and pedestrians along major trail routes and to provide both neighborhood traffic calming and visible pedestrian access to amenities.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 3 - VISION AND DESIGN STRATEGY 1 27 430
of Craftsman and American styles. These styles will be
reinforced with a carefully selected landscape palette that creates a memorable community with a strong sense of
place compatible with the small- town character of the City of American Canyon. Refer to Appendix A, Design Guidelines.

3. 6 Parks, Recreation,
Open Space, and Trails
Vision
The parks and open spaces for the WRSP Area form an
integrated system with a wide variety of options for people to enjoy. In an urban neighborhood, this system is intended to provide more variety than a typical suburban park
that is typically dominated by organized play fields. Park components within the WRSP Area include an active park in the central WRSP area abutting the Napa Valley Vine Trail, small private pocket/ mini parks, and a park on the Newell Property — called Newell Park — bordered by Newell Drive to the east and Rio Del Mar East to the north. In the southern portion of the WRSP Area is a park surrounding Quarry
Lake with passive recreational opportunities. Additionally, there are natural drainage areas and basins that are part of the overall WRSP Area drainage system that will include trails that are integrated into the trail network.

An important objective of the WRSP, consistent with the General Plan goal of creating a Town Center, is to provide a place that is available for events sponsored or scheduled by the City. The location for this community gathering
space is to the east of the NVRG ruins at the intersection of Rio Del Mar East and Newell Drive. A future community center building will look out onto a community plaza. The Large active play areas
community center and plaza are integrated with Newell
Park ( see Chapter 5 for further discussion).

Many of these recreational amenities can be linked together by a series of looping pedestrian trails and bikeways,
providing access to the immediate neighborhoods as well as connections to the regional amenities of the Napa Valley Vine Trail and the River to Ridge Trail.

The vision for recreational amenities with the WRSP Area also includes the development of small, privately owned and maintained pocket or mini parks within the neighborhoods.

These parks may be as small as a single lot and be passive in nature but provide important places of urban relief within their context.

Community gardens in the NVRG will build and support a
sense of community around local food sources and stimulate events in support of health and sustainability. The community gardens may also be available for partnership with food and Community gathering area
Pedestrian and bike paths
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 3 - VISION AND DESIGN STRATEGY 1 29 431
CHAPTER 4 - LAND USE

4. 1 Introduction
The proposed Land Use Plan for the Watson Ranch Specific Plan ( WRSP) implements the City General Plan land use
of American Canyon' s
designation of "Town Center" (see Figure 4.1), which calls for a variety of residential densities and mix of land uses. The organization of land uses responds both to the physical features of the site and the policy framework of the General Plan.

The formation of the Land Use Plan ( Figure 4.2) was a response to four key factors: (1) the policies set forth in the American Canyon General Plan, (2) the incorporation of the existing Napa Valley Ruins & Gardens ( NVRG) structures and quarry lake, 3) the provision of higher residential densities around the NVRG, transitioning to lower densities, and (4) the site constraints such as the PG& Egas easement and wetlands.

Any lawfully existing land use occurring at the adoption date of the WRSP may be continued, notwithstanding any omission of a particular use in the Permitted Uses Section.

4. 2 Land Use Goals and Objectives
The following goals, objectives, and policies have been prepared to establish the implementation framework for land use oriented Planning Principles found in Chapter 1.

Goal 4A — Provide an integrated and diverse mix of land uses.

Objective 4. 1 — Provide integrated neighborhoods that contain both single- family and multifamily residential.

Policy 4.1. — Residential neighborhoods shall provide a broad range of housing types, including detached single family, attached single family, townhouses, condominiums, and apartments.

Policy 4. 1.2 —The highest residential density shall be located around the NVRG with a transition to lower density in neighborhoods further away.

Policy 4. 1. 3 - Within the MDR -16 and/ orthe HDR residential categories, a diversity in the mix of residential housing types shall be achieved by including both townhome and condominium housing unit types to be constructed as determined by the market. Evaluation of the product mix will occur on a phase by phase basis to ensure adequately integrated neighborhoods with a variety of housing types.

Objective 4. 2 — Create a pattern of land use development that respects the environmental setting of the WRSP Area.

Policy 4. 2. 1 — The environmental resources of the City shall be protected including significant wildlife habitats and vegetation, hillsides and canyons, creeks, rivers, and wetlands.

Policy 4. 2. — For the portion of the WRSP located within Airport Overflight Zone E, avigation easements shall be required. Prior to development or with the recording of Final Maps in any given phase, whichever occurs first, avigation easements shall be recorded on all existing and proposed parcels located within the given phase.

Objective 4. 3 — Provide for recreational, institutional, commercial and service uses that support resident needs within or in close proximity to residential neighborhoods.

Policy 4. 3.1— Neighborhood serving retail and commercial use shall be located in the NVRG.

Policy 4.3. 2 — Parks, trails and open space amenities shall be interconnected as an open space system and integrated into the fabric of the residential neighborhoods.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 4 - LAND USE 1 31 432
1 1
11 r
I -
Town Center (TC)

TC LAND USES
Medium Density Residential - 12 ( TC- 1 MDR - 12)
Medium Density Residential • 16 ( TC- 1 MDR - 16)
High Density Residential ( TC- 1 HDR)
Parks ( TC- 1 Park)
Open Space ( TC- 1 OS)
Town Center ( TC- 1 TC)
Napa Valley Ruins & Gardens ( TC- 1 MU) 600 1200
Figure 4. 1: Town Center (TC- 1) General Plan Land Use Map WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 4 - LAND USE 1 33 433
American Canyon 1, LLC Property
Land Use Area (+/- Acres) Anticipate Development Intensity Medium Density Residential ( MDR -12)
Medium Density Residential ( MDR -16)
High Density Residential
Mixed Use

86. 5 503 units

53. 3 507 units

6. 0 186 units ( Affordable)
200 room hotel

38. 6 176, 000 SF Retail/ Commercial
58, 000 SF Ancillary Commercial
Parks 18. 0
Open Space and Trails 14. 9
Detention 9. 4
Wetlands 3. 1
Roads 22. 0
Total 251. 8
1,96 units
200 room hotel
176, 000 SF Retail/ Commercial
58, 000 SF Ancillary Commercial
Newell Famil Pro. erty
Land Use
Medium Density Residential ( MDR -12)
Medium Density Residential ( MDR -16)
Parks
Open Space and Trails
Detention
Roads
Area (+/- Acres)

16. 0

12. 7. 4

7. 5

3. 10. 6
Anticipate Development Intensity
120 units
123 units
Includes 2. 0acre Community Center)
Total 56. 9 243 units
Table 4. 1b: Land Use Summary Table by Ownership
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 4 - LAND USE 1 35 434

4.1 SPECIFIC PLAN LAND USE

DESIGNATIONS
The WRSP establishes a land use and regulatory framework within the parameters of the General Plan that allows a maximum of 1, 253 residential units ( plus additional units allowed by density bonus and related laws), 200, 00 square feet of commercial/ retail uses, and a 200 -room hotel in the WRSP Area. Figure 4. 2 identifies the location of the land uses within the WRSP Area.

Below, each Land Use Category and the intended uses
are described in more detail. These land use designations are consistent with the overall General Plan Land Use
designation of " Town Center" and serve to refine the land use configuration for the WRSP Area. As described in
Section 4. 3. 2above, a General Plan Amendment to further define the specific land uses set forth by this specific plan under the Town Center Land Use Designation and
supporting policies, amends the General Plan Land Use
Map to incorporate the land uses with the prefix TC- 1
thereby denoting the WRSP land uses ( see Figure 4.1).

This amendment recognizes and ensures the consistency
between the City of American Canyon' sGeneral Plan and
the WRSP, as required by controlling law.

These land use designations also serve as the " zoning" for the WRSP in reference to the allowable uses described
further in Section 4. 6, the Development Regulations set forth in Chapter 6, and the Design Guidelines in Appendix A. Where the WRSP and the City zoning regulations may
conflict, the WRSP standards will apply. Where the WRSP is silent, the City Zoning regulations will apply.

RESIDENTIAL LAND USE DESIGNATIONS
The City' s
General Plan requires that the Specific Plan( s)
for the Town Center land use designation establish the
densities and intensities of land uses. Forthe residential land uses, the WRSP sets forth three residential categories with varying density ranges - Medium Density Residential ( MDR - 12 and MDR -16) and High Density Residential. The density ranges for the two Medium Density categories overlap
slightly with the intention of encouraging a higher diversity of housing product types within single neighborhoods,
allowing greater flexibility to respond to market forces and creating an opportunity to achieve what is referred to as the Missing Middle" of housing types. The " Missing Middle" is a
range of multi - unit or clustered housing types compatible in scale with single- family homes that help to achieve workforce housing and promote vibrant walkable residential neighborhoods. At the same time, the densities transition from higher to lower away from the NVRG consistent with the General Plan Policies.

Medium Density Residential ( MDR -12): This Medium
Density Residential is intended for single- family homes with a permitted density between 2 to 12 dwelling units per gross developable acre.

Medium Density Residential ( MDR - 16): This Medium
Density Residential is intended for areas of medium
density detached and attached housing such as small lot single family homes, duets, duplexes, three- plex, four- plex, townhome and condominium units. The allowable density
range is 8 to 16 dwelling units per gross developable acre.

High Density Residential ( HDR): High Density Residential is intended for areas of high -density attached housing such as, townhomes, apartments, and condominiums. Per
the General Plan, this residential category density shall be provided at a minimum of 20 dwelling units per gross developable acre.

NON- RESIDENTIAL LAND USE DESIGNATIONS
Napa Valley Ruins & Gardens ( MU): The MU designation
includes the former site of the Standard Portland Cement Factory. It comprises approximately 39 acres. The MU
designation is a mixed -use designation made up of several different uses including but not limited to commercial uses such as retail, restaurants, personal services, dining, wineries, breweries, pubs, distillery, mobile food trucks, and farmers markets), mixed -use residential ( including live/ work), and office uses. It also includes visitor serving uses such as hotel, events center, entertainment, and recreation.

Finally, it permits civic uses such as a community plaza, community center and parks. Development within this
area may be comprised of single use buildings or buildings containing multiple uses including mixed use and/ or live - work housing of up to 10% of total units ( included in the residential project total).

Parks (Park) and Open Space ( OS): The Park designation allows for a variety of recreational uses such as the lake, multipurpose trails, tot lots, playground equipment, passive and active recreational amenities such as ball fields, courts, skating ramps, and picnic facilities.

The Open Space ( OS) designation includes privately or
publicly owned property to be retained for open space
purposes such as resource management, storm water
management and environmental mitigation. Open space
uses may also include passive recreation ( such as hiking, walking and biking trails, and nature observation). Passive recreational uses associated with open space areas while encouraged are not eligible for parkland credit.

The Parks and Open Space land uses may also contain civic or community uses such as community gardens, vineyards, orchards, and other edible landscape elements.

Town Center ( TC): The Town Center designation allows
for community uses such as a community plaza, and
community center.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 4 - LAND USE 1 37 435
Use Classification
MU
NVRG) MDR - 12 MDR -16 HDR PARK & OS TC

RESIDENTIAL
Single- family residential with a minimum density in this district is between 2 and a maximum of 12 dwelling units per gross acre and a minimum lot size of 3, 200 sf. For other allowable and conditional uses refer to RS -6500 zone district in the City of American Canyon Municipal Code.

P P P
Medium Density Residential is intended for areas of medium density detached and attached housing such as small lot single- family homes, duets, duplexes, three- plex, four- plex, townhome and condominium units. The allowable density range is 8 to 16 dwelling units per gross developable acre.

P P P
High - density attached housing such as townhomes, apartments and condominiums. The allowable density range is a minimum of 20 dwelling units per gross acre. For other allowable and conditional uses refer to RH zone district in the City of American Canyon Municipal Code.

P P
Mixed Use and Live/ work residential units P C c
Secondary living units. Secondary living units do not count as a separate unit fromthe primary residence. C C C C

RECREATIONAL
Active and passive public recreational uses but not limited to multipurpose trails, tot lots, playground equipment, passive and active recreational amenities including, but not limited to, ball fields, courts, skating ramps, picnic facilities, and recreational use structures. Civic or community uses including but not limited to community gardens, vineyards, orchards and other edible landscape.

P C C C P C
Active and passive recreational uses such as play areas, community gardens, swimming pools, etc. that are provided as part of an HOAand are privately maintained.

P P P P
Environmental mitigation lands, drainage and detention/ retetion basins, drainage system appurtenances such as culverts, wetlands, and natural drainage ways. Also permitted are pedestrian and bicycletrails, viewing areas, interpretive signage, and site furnishings such as benches, and trash receptacles,

P P P P P P
Recreation uses such as community plazas and small pocket parks. P p p P P P Community gardens. P C C C C C
PUBLIC
Civic Uses P C
Educational and institutional uses.

Table 4. 2 (continued): Permitted and Conditionally Permitted Uses of the original gross acreage approved under the WRSP,
whichever is less. A revised Land Use Plan as well as a revised Land Use Summary Table must be submitted to the City of American Canyon for each proposed amendment or
set of amendments to the land use area boundaries ( see Implementation Chapter, Section 9. 6.3)

4. 5.2 TRANSFER OF DWELLING UNITS
The transfer of dwelling units between land use areas is permitted provided that there is no net increase to the total dwelling units permitted in the WRSP. A revised Land Use Plan as well as a revised Land Use Summary Table
must be submitted to City of American Canyon for each
proposed transfer of dwelling units, and the phasing plan and schedule adjusted accordingly ( See Implementation
Chapter, Section 9.8).

4. 6 Permitted and
Conditionally Permitted
Uses
Table 4. 2 summarizes permitted and conditionally permitted uses within the WRSP Area. While the descriptions are
fairly comprehensive, they are not intended to prohibit an omitted but related use. Any uses not specifically identified here shall be considered through subsequent approval
processes as defined in the Implementation Chapter.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 4 - LAND USE 1 39 436
CHAPTER 5 - PARKS AND OPEN SPACE

5. 1 Introduction
The proposed parks, trails, and open space plan for the Watson Ranch Specific Plan ( WRSP) includes a variety of parks, trails, and open spaces for a wide number of active and passive recreational use. The integrated network of parks, trails, and open space, both local and regional, is one of the fundamental design principles for WRSP providing the residents and the larger community recreational throughout the plan area. Approximately 63 acres of recreation facilities, park land, trails, and open space areas are provided within the WRSP Area. The parks, trails, and open space system consists of a series of inter -connected parks and trail types ranging from pocket parks to community parks with linkages to larger regional facilities such as the Napa Valley Vine Trail, River to Ridge Trail, and the Newell Open Space Preserve. Parks are programmed with a variety of uses to support activities throughout all seasons of the year. A range of park and trail typologies are distributed throughout the WRSP Area in order to provide ease of access and close proximity to all residents. The character of each park is based on the use and the role it plays within the overall open space network. They are a combination of the natural and the manicured; the informal and the formal; and the active and the passive, depending upon their location and functions.

The trails system consists of a combination of paved and unpaved trails that link major destinations within the WRSP Area, such as parks and the Napa Valley Ruins & Gardens ( NVRG). The internal project trail system includes segments of regional trails ( the Napa Valley Vine Trail and the River to Ridge Trail) and connects to the Newell Open Space Preserve. The network forms a series of loops of differing lengths. The loops provide alternative routes and allow choices between short, medium, and long distances for recreation and exercise. The trails run through various parks and open space conditions and their design reflects these differing conditions. The trails provide for a range of user groups including bikers, runners, and pedestrians.

The parks and open space system is designed to provide easy and convenient access to all residents. Most homes within the WRSP Area are no more than %- mile walking distance from a park, natural open space area, or trail alignment. This public network serves to encourage walking and to provide opportunities for a convenient and healthy lifestyle choice for all residents.

5. 2 Goals, Objectives, and Policies
Goal 5A: Integrate Parks, Trails, and Open Space into a diverse system of active and passive recreation amenities designed to fulfill the needs of residents and support healthful, active lifestyles.

Objective 5. 1 — Provide public parks distributed throughout the WRSP Area that include a range of recreational opportunities adequate to support the future population of the WRSP Area.

Policy 5. 1. — Parks shall meet at minimum the City wide standard of 5 acres per 1, 000 residents in the WRSP Area.

Objective 5. 2 — Parks, Trails and Open Space will be designed as an integrated system of recreational amenities.

Policy 5. 2. 1 — Parks shall be programmed and designed through cooperation with the City of American Canyon Parks and Recreation Department and the general public and shall reflect the results of the City' s Parks and
Recreational Needs Assessment.

Policy 5. 2. — Parks shall be centrally located in the WRSP Area with access afforded to a majority of the area residents via trail and street access.

Policy 5.2. 3 — The Napa Valley Vine Trail and the River to Ridge Trail shall be interconnected and aligned to integrate with the primary parks where feasible in the WRSP Area.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 5 - PARKS AND OPEN SPACE 1 41 437

PROPOSED CONNECTION

TO CITY -PLANNED NAPA

VALLEY VINE TRAIL

PROPOSED RAIL

CROSSING AND

CONNECTION TO

CITY -PLANNED RIVER

TO RIDGE TRAIL
R_ r4v .! I
LEGEND
PARKS

TRAIL EASEMENT

OPEN SPACE/ DETENTION BASINS

WETLANDS

COMMUNITY CENTER
Figure 5. 1: Parks Typology Map

MARCUS ROAD

NAPA VALLEY VINE TRAIL
AC - 1 PARK

SHARED RIVER TO

RIDGE/ NAPA VALLEY

VINE TRAIL

NAPA VALLEY VINE TRAIL ( WITHIN PROJECT)

NAPA VALLEY VINE TRAIL ( OUTSIDE PROJECT)

RIVER TO RIDGE TRAIL ( WITHIN PROJECT)

RIVER TO RIDGE TRAIL ( OUTSIDE PROJECT)

INTERNAL TRAIL CONNECTIONS

EXISTING NEWELL OPEN SPACE TRAIL

CONNECTION POINTS
NEWELL
PARK

COMMUNITY

CENTER AND
PLAZA

EXISTING NEWELL

OPEN SPACE TRAIL

PROPOSED CONNECTION

TO EXISTING NEWELL

OPEN SPACE TRAIL
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 5 - PARKS AND OPEN SPACE 1 43 438
51t6‘ le
1 PARKS
5 MINUTE WALKING DISTANCE
1/ 4 MILE RADIUS)
10 MINUTE WALKING DISTANCE
1/ 2 MILE RADIUS)

WRSP BOUNDARY
Figure 5.2: Parks Proximity Map
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 5 - PARKS AND OPEN SPACE 1 45 439
Drought tolerant plant species
Informal tree clusters
Enhanced riparian habitat plantings around lake edge
Landscaping that appears natural vs. manicured
Accent ( manicured) planting at entries
Limited amount of turf grass
Low maintenance native grasses
Downward facing pole -mounted lights and bollards for
safety
Accent lighting on special landscape elements and park
features — used sparingly
Trail connections to the neighborhoods to the south
AC -1 PARK
This centrally located park is approximately 11. 3 acres. AC - 1 Park should be programmed with both passive and active
uses. Level turf areas should be provided for active uses such as soccer and ball fields as well as smaller areas for passive recreation. The park should be buffered from the street with shrubs or earth berms. Flowering accent trees can be located to provide landmark areas and focal points, while a
long windscreen run of tall narrow trees along the
westerly boundary can screen the adjacent uses.

Pedestrian path along water feature
The following program elements and amenities should be
considered for AC -1 Park:

Playground
Sports fields ( soccer, baseball)
Picnic facilities
Community gardens
Downward facing safety lighting
Pathways
Benches
Trash receptacles
Bike racks
Drinking fountains
Enhanced materials at entry nodes and seating areas
Incorporation of the Napa Valley Vine Trail
Wayfinding and educational signage
Public restroom
Downward facing pole -mounted lights and bollards for
safety
Accent lighting on special landscape elements and park
features — used sparingly
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 5 - PARKS AND OPEN SPACE 147 440

5. 4. 3 POCKET PARKS AND MINI PARKS
These small passive spaces provide urban relief within a neighborhood. They will be privately owned and maintained and passive in nature. They may be as small as an individual lot and generally include: landscaping that complements the neighborhood, a play structure, turf, and benches or seat walls. While not required they are encouraged throughout the neighborhoods.

5. 4.OPEN SPACE AREAS
Unprogrammed open space is located along the periphery
of the WRSP Area and in transitional landscape areas. The areas comprised of level -to -moderate slopes can be planted with a simple understory mass of evergreen groundcovers and low to medium grasses: A single species of tree may be planted in rows symbolic of orchards and vineyards
throughout northern California.

The Open Space Area landscape program may include, but
not be limited to the following:

Native and non-ative non- invasive drought tolerant
grasses.

Native and non-ative drought tolerant evergreen
groundcover.

Native and non-ative trees planted in rows.

Low maintenance landscape.

Open space areas may include:

Seasonal Wetlands - The seasonal wetlands and their
surrounding buffer areas protect the existing sensitive Open Play Area
areas within the WRSP Area. They take advantage of
natural systems to capture and clean storm water for the community while also providing for passive recreation.

These areas will be connected to the rest of the open space system with multi -use trails.

Detention Basins - Detention basins are designed to be
multiuse. During the dry months, when not being used
for the purpose of detaining stormwater flow, they may
allow for some recreational activities. The appropriate design, plant material and program elements make these
a valuable component of the open space network providing both physical and visual benefits that are associated with open space.

Naturalized Planting
Children' sPlay Area
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 5 - PARKS AND OPEN SPACE 149 441

5. 6 Pedestrian and
Bicycle Circulation
Pedestrian and bicycle circulation is integral to the overall open space and park network. Refer to Chapter 7 Circulation for details.

Park Fumiture
Bike Racks
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 5 - PARKS AND OPEN SPACE 1 51 442
CHAPTER 6 - DEVELOPMENT REGULATIONS

6. 1 General Provisions

6. 1. PURPOSE AND INTENT
The Development Regulations set forth in the Watson Ranch Specific Plan ( WRSP) provide a comprehensive set of regulations governing the use and development of the land. While including references to specific provisions of the American Canyon Zoning Ordinance, these Development Regulations replace the American Canyon Zoning Ordinance within the WRSP Area. Should there be a conflict between the WRSP and the American Canyon Zoning Ordinance, the provisions of the WRSP shall govern. Any issue not directly or specifically covered by the WRSP shall be subject to non -conflicting regulations and procedures of the American Canyon Zoning Ordinance.

6. 1. 2 SEVERABILITY CLAUSE
If any term or provision of the WRSP, or the application of any provision of the WRSP to a particular situation, shall for any reason be found to be void, invalid, illegal or unenforceable by a court of competent jurisdiction, all other terms and provisions of the WRSP or the application of the WRSP to other situations shall remain in full force or effect.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 6 - DEVELOPMENT REGULATIONS' 53 443

6. 2. 5 SETBACKS AND IRREGULAR LOTS
Setbacks are measured from the appropriate front, side, or rear lot line, or ultimate street right of way line, whichever is most restrictive. Irregular lots are defined as lots that are non -rectangular, lots with three sides, or lots with more than four sides that require specific definition of lot lines in order to achieve the purpose of the specific setbacks. Refer to Figure 6. 1 for measuring setbacks on irregular lots.

Front Lot Line: On an interior lot, the line separating the lot from the street. On a corner lot, the shorter lot line abutting a street. On a
through lot, the lot line abutting the street
or lane providing the primary access to the lot. On a
flag
or panhandle lot, the interior lot line most parallel to and nearest the street or lane from which access is obtained.

Side Yard
Setbacks
Rear Yard
Setback
Front Yard
Setback
r
I I
I
Front lot line
Irregular lots
77 Side Yard
Setbacks
Actual lot lines
Rear lot line for
purposes of
determining
setback
Side Yard
Setbacks
Front Yard
Setback
Cul- de- sac Lots
Figure 6. 1: Irregular Lots: Measuring Setbacks
The width of the " flag" must be a minimum of 20' and can be no longer than 2 times the width of the lot it serves. One flag" driveway may access a maximum of 2 lots.

Rear Lot Line: The lot line that is opposite and most distant from the front lot line. In the case of an irregularly shaped lot, a minimum ten -foot -long line which is within the lot and parallel to and most distant from the front lot line shall be considered the rear lot line for purposes of determining setback.

Side Lot Line: All lot lines, which are not front or rear lot lines, shall be considered side lot lines for setback purposes. 10 ft.

Rear lot line for
purposes of
determining
setback
Side Yard
Setbacks
Front lot line
Pie -shaped Lots
T
1j, Lot Width
L —
Flag Lots
20 ft.
min.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 6 - DEVELOPMENT REGULATIONS' 55 444
ALLEY
N
PORCH
I

BUILDABLE ENVELOPE LIMITS

PROPERTY LINE
Front setbacks
K 1117
iihi
ii/ E / iii
L.
0 G
Medium Density Residential ( MDR -12) - Alley Loaded
Side setbacks at intemal lots Side setbacks at corner
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 6 - DEVELOPMENT REGULATIONS' 57 445
PORCH
n BUILDABLE ENVELOPE LIMITS

PROPERTY LINE
1 ALLEY
VV
I
I oa
I
f W /
Medium Density Residential ( MDR - 16) - Detached, Alley Loaded Front setbacks Side setbacks at intemal lots Side setbacks at corner WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 6 - DEVELOPMENT REGULATIONS' 59 446
ALLEY
PORCH
nBUILDABLE ENVELOPE
LIMITS

PROPERTY LINE
Front setbacks
dd
Medium Density Residential (MDR -16) - Attached, Alley Loaded Side setbacks at intemal lots
9 Side setbacks at corner
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 6 - DEVELOPMENT REGULATIONS' 61 447
Front setbacks
PORCH
nBUILDABLE ENVELOPE LIMITS

PROPERTY LINE
1 L\ 81 At-\ 1881881LA 1 LV\ I L --- J L___ J
I LT
ALLEY
High Density Residential ( HDR) - Alley Loaded
Side setbacks at intemal lots
a
0 1
r
0 a
w
w
a
Side setbacks at comer
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 6 - DEVELOPMENT REGULATIONS' 63 448
both people and automobiles if not given proper attention.

Therefore, planning in the early stages of development
must consider the placement of service facilities and their effects on the public environment so that they do no create unsightly conditions. In order to minimize the negative visual and physical impacts of service facilities, the following treatments shall be applied:

Trash storage, loading, and truck parking shall be
located to minimize visibility from streets, pedestrian ways and building entrances and minimize interference
with commercial or retail activities. Service and loading areas shall not be located along important pedestrian
or view corridors.

Service entrances shall not face primary or secondary
retail and commercial streets. All service entrances and associated loading docks and storage areas shall be
located to the side or rear of a building.

Loading docks and truck parking shall be screened
from public view using building mass, freestanding
walls, and/ orlandscaping. Structural screening shall be made of materials and colors consistent with that of the principal structure( s).

Roll -up security doors at service entrances shall be
detailed to conceal door housings and tracks and
provide an attractive, finished appearance for all
exposed components.

All exterior trash receptacles shall be screened from public view on three sides, and on the fourth shall be screened by a gate that also obscures views. The enclosure shall be made of materials and colors compatible with that of the principal structure( s).

BUILDING LIGHTING
Moving, blinking, or strobe lights are prohibited.

Illuminating a franchise building as a form of advertising is prohibited.

6. 4 Parking Regulations

6. 4. 1 PARKING REQUIREMENTS

REQUIRED OFF- STREET PARKING SPACES
Each land use identified below shall be provided at least the number of off- street parking spaces listed. Uses not listed are subject to the parking requirements of Chapter 19. 21 of the City of American Canyon Municipal Code.

NVRG area: 1 space for 400 sf of enclosed covered area, and 1 space for 200 sf of outdoor seating area. Overflow parking in parking orchards may be counted towards
fulfilling parking requirements. A Parking Management Plan PMP) shall be submitted as part of the NVRG Master Plan/ Design Permit ( see section 6. 4.2.1).

Hotel: 1 parking space per room plus 1 space for every 10 rooms.

Residential: Off- street parking requirements shall be in accordance with Chapter 19. 21 of the City of American
Canyon municipal Code.

RV parking is not allowed in driveways, front yards, or on streets.

MINIMUM DIMENSIONS, UNCOVERED PARKING
Where parking stalls are located adjacent to landscaped areas, the paved depth of such stalls may be decreased
by two feet provided a vehicle overhang area exists. The vehicle overhang area may not encroach into a public
sidewalk unless that sidewalk is widened by the depth of the overhang. Parking area parking spaces and drive aisle dimensions shall be as listed below.

Standard space: 9 ft x 18 ft.

Compact space: Up to 15% of the total number of required parking spaces may be designed as compact spaces with
minimum dimensions of 8. 5 ft x 16 ft.

Drive aisle widths for parking lots with perpendicular parking is 24' minimum.

MINIMUM DIMENSIONS, COVERED PARKING
Garages shall be constructed to meet the following minimum dimensions:

Single car: 12 ft x 20 ft
Two car standard: 20 ft x 20 ft
Two car tandem: 12 ft x 36 ft. (Tandem parking is allowed WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 6 - DEVELOPMENT REGULATIONS! 65 449

6. 5 Signage Regulations
These regulations are intended to result in functional, attractive signage incorporating a high level of design, graphics and efficient maintenance throughout the WRSP
Area. All signs shall meet the Signage Guidelines in the WRSP. A master signage plan shall be prepared for the
NVRG area as part of the first Design Permit entitlement.

6. 5. 1 PROHIBITED SIGNS
In addition to the signs prohibited pursuant to Section

19. 23. 060, Prohibited Signs, of the American Canyon
Municipal Code, the following signs are prohibited.

Decal signage on glazing.

Internally illuminated awnings.

Plastic -faced monument signs.

Conventional plastic -faced box or cabinet signs.

Formed plastic or injection molded plastic signs.

Signs with luminous vacuum - formed letters.

Cloth, paper, cardboard or foam signs or decals.

Blinking, flashing, animated or moving signs.

Advertising displayed on vehicles to attract attention to a specific business location or sale.

Examples of creative signage appropriate at the Napa Valley Ruins & Gardens

6. 5. 2 COMMERCIAL TENANT

IDENTIFICATION AND STOREFRONT

SIGNAGE
Tenant signs shall be limited to the identification of building tenants. Tenant signage must comply with the Design
Guidelines contained herein and the master signage
program prepared for the NVRG Mixed Use area.

6. 5. 3 LIVE -WORK SIGNAGE
The following signs are prohibited for live/ work developments:

Franchise signage
Internally lit acrylic or plastic signs
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 6 - DEVELOPMENT REGULATIONS' 67 450

6. 7 Walls and Fencing ® Side yard at corner lots
Regulations Iati ons
Front yard with fence/ low wall
g © Front yard without fence/ low wall
Fences, walls, and dense hedges shall comply with the
following regulations:

Front Yards: Fences and walls within a required front
yard shall not exceed 36 inches in height.

Corner Intersections: Fences and walls at a corner
intersection may not exceed 30 inches within the Public Works Standard for a Controlled Area at an intersection.

Alleys: Fences and walls located within five feet of the edge of paving of an alley shall not exceed 36 inches
in height.

Where private side yards are adjacent to a street,
privacy fencing should only enclose the area that is
consolidated into usable yard space; privacy fencing to enclose minimum side setbacks adjacent to a street is
not permitted.

Sidewalks. Fences and walls within three feet of a
sidewalk shall not exceed 36 inches in height.

Continuous vandal resistant, safety fencing shall be
required along the railroad right of way to prevent
pedestrian and bicycle access into the railroad right of way. Fencing shall be a minimum of 6 feet in height and shall be designed to comply with the Design Guidelines
in Appendix A, Section A. 4.3.1and the "view fencing" in section A. 7. Where homes are located closer than 50
feet to the railroad right of way, a solid fencing design constructed of masonry or metal must be utilized.

See Figure 6. 2 for an illustration of wall and fencing regulations.

6. 8 Utility Regulations
All utility transformers and pedestals shall be located below ground in vaults to minimize their appearance in the community.
10% ofX
LL
Front Yard Fence
MEM Good Neighbor Fence
A
1 01 All
1 ALLEY
V/V
Figure 6. 2: Fencing Regulations
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 6 - DEVELOPMENT REGULATIONS( 69 451
Residences and public/ commercial buildings should
be designed to accommodate electric vehicle charging
stations.

Incorporating signage on the sustainable design
features on the build environment, specifically LEED
certified buildings.

Homebuilders providing buyers with a system option
for the homes to include photovoltaic ( solar) and solar water -heating systems. Being solar -ready may include:

Having a designated solar zone
Adequate electric capacity
Designated conduit and plumbing paths
Commercial parking incorporating photovoltaic ( solar)
panels over the parking, or solar turbines located on the light poles to harvest energy.

TIER 3 DESIGN GUIDELINES
The third tier involves a commitment to sustainable
landscape techniques. Projects shall incorporate The City of American Canyon Model Water Efficient Landscape
Ordinance ( MWELO) into the design ( See Section 6.3
above). The desire to create community in accordance with green building principles influences the decisions regarding the landscape design, recreational programming, and
physical layout of each development area. The sustainable landscape techniques that may be used include:

Drought tolerant plants should be selected to reduce
water consumption based upon:

Their adaptability to the natural conditions of the
site.

Protection and preservation of native species and
natural vegetation
Disease and pest resistance
Water -conserving plant and turf species
Selection of plants from the East Bay Municipal
Water District' s "Plants and Landscape for
Summer -Dry Climates" as the primary reference.

Plant materials should be selected that promote a
diversity of flora and fauna.

Recycled water for landscape should be considered to
reduce the consumption and demand of potable water.

Pursuant to Zoning Ordinance Chapter 19. 22. 040, the
use of turf in new residential projects is limited to the rear yard.

Low impact development principles should be
implemented to reduce the impact of the development
on the natural environment.

Incorporate infiltration beds, swales, and basins into the design of a project to allow water to collect and soak
into the ground, as required by local agency.

Utilize pervious or porous surfaces ( permeable pavers
or blocks) to minimize runoff.

Encourage the use of rain harvesting or catchment
technologies ( rain gardens, canisters, etc.)
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 6 - DEVELOPMENT REGULATIONS! 71 452
CHAPTER 7 - CIRCULATION

7. 1 Introduction
The Watson Ranch Specific Plan ( WRSP), consistent with the City of American Canyon' s General Plan Circulation Element,
incorporates an array of transportation modes. This is achieved by including a network designed for pedestrians, bicyclists, and motor vehicles. Streets are not only functional systems that allow vehicles to navigate smoothly and safely within the community, but they are also an important building block in creating a rich and vital pedestrian environment. The Circulation Plan ( Figure 7.1) provides access to residential, educational, commercial, and recreational destinations. In addition, the circulation plan promotes " complete streets", a transportation policy and design approach that requires streets to be planned, designed, operated, and maintained to enable safe, convenient, and comfortable travel and access for users of all ages and abilities regardless of their mode of transportation. In doing so, the circulation plan provides a safe, functional, and pedestrian -friendly environment for residents and visitors of the WRSP Area community.

The WRSP Area is connected to the city on its western edge by Rio Del Mar East, which is proposed to be extended to serve as an east -west connector between Highway 29 and Newell Drive. From the southeast corner of the WSRP Area, Newell Drive is proposed to extend along the eastern edge of the WRSP Area, enabling a future northern connection of Newell Drive to SR 29 at Green Island Road. From a " roundabout" intersection connecting to the existing Newell Drive, the Newell Drive extension will continue to the north/ northeast, while a small local road ( Mallen Way) heads north connecting Rio Del Mar East and providing access to the hotel site.

In keeping with the General Plan goal of creating a well- connected community, the WRSP provides connections along its southern edge to Vintage Ranch. Respecting the existing development pattern of Vintage Ranch, connections are made to both existing Summerwood Drive and Rolling Hills Drive. The Rolling Hills Drive connection provides a connection to and from Vintage Ranch to Rio Del Mar East while Summerwood Drive connects the southern residential development parcels within the WRSP Area to Vintage Ranch. Complying with the American Canyon Fire Protection District, the WRSP Area will provide for two means of access during all phases of construction and at build - out.

The main circulation network within the WRSP Area is a modified grid with Rio Del Mar East forming the southern edge of the grid. The interconnected nature of the block pattern disperses traffic so that local streets are pleasant to live on and walk or bike along.

7. 2 Goals, Objectives, and Policies
The following goals, objectives, and policies establish a framework to create a circulation network that considers the movement of pedestrians, bicyclists, and vehicles.

Goal 7A — Create a balanced transportation system that moves a variety of users through the community.

Objective 7. 1 — Design pedestrian -friendly streets with appropriate traffic calming measures.

Policy 7. 1. — Sidewalks within residential neighborhoods shall be a minimum of five feet wide.

Policy 7. 1.2 — Standard crosswalks shall use accentuated markings, changes of material, pedestrian warning indicators, flashing bollards, flashing lane indicators and/ or other flashing warning signs near parks, the NVRG, or major trail crossings.

Policy 7. 1. 3 — Bulb -outs shall be used at intersections subject to approval of the City of American Canyon and the American Canyon Fire Protection District.

Policy 7. 1.4 —All streets, intersections, alleyways and other circulation improvements shall preserve public safety access throughout the WRSP Area.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 7 - CIRCULATION 1 73 453
Goal 7E — Design " Complete Streets."
Objective 7. — Develop a street hierarchy and street
system design that considers all potential users and
establishes a Complete Streets network in the WRSP
Area.

Policy 7.1 — Street design shall be consistent
with Resolution 2012- 7, "Complete Streets Policy
of the City of American Canyon."
Policy 7.2 — Class II bike lanes ( delineated by
on -street striping) shall be provided on all arterial
and collector level streets throughout the WRSP
Area except where Class I or Class IV bikeways
are provided.

Policy 7.3 — Sidewalks shall be provided on at
least one side of all streets.

Policy 7.4 —Approaches to signalized
intersections should include bicycle detection
devices that are operational and properly marked.

Policy 7.5 — Safety and access for bicyclists
should be improved at at -grade railroad crossings
by providing appropriate enhancements such
as proper track structure, safe crossing angles,
track fillers, lighting, and adequate warning and
guidance information, among other features.

Policy 7.6 — Street design shall be consistent
with the Circulation Element. Modifications not
approved as part of this Specific Plan ( see Section

7. 3) shall be subject to review and approval
through the tentative map and design permit
approval process.

Goal 7F — Provide an open street network with
connectivity to adjoining neighborhoods.

Objective 7. 8 — Wherever possible, local street
connections to adjoining neighborhoods should be
made to provide local access to the Napa Valley Ruins
and Gardens ( NVRG) Area.

Policy 7. 8. 1 — Rolling Hills Drive shall be
connected as a local street to Rio Del Mar East.

Where necessary, traffic calming features shall be
utilized to avoid " cut -through" traffic.

Policy 7. 8. 2 — Preserve the potential for the City
to achieve a future at -grade crossing connection
at the terminus of South Napa Junction Road until
such time the City has completely abandoned the
option as a secondary access into the NVRG.

7. 3 Street Sections
This section describes the range of street classifications that make up the components of the overall circulation
system. The Circulation Plan ( Figure 7.1) delineates
the location of the backbone street layout for the WRSP Area. The backbone circulation plan shows the general
alignment of the primary streets. The locations of local streets and smaller streets will be determined at time of tentative map approval. Final street layouts may vary from street configurations illustrated below in this section, and may be determined at time of tentative map approval.

The street sections described below include a series of modified" street sections that are permissible to use within the WRSP Area.

In keeping with the sustainability goals of the WRSP, Low impact Development ( LID) techniques may be used to
reduce impacts of development on the natural environment.

To meet this goal, planting strips or landscape medians may be used to treat stormwater runoff. The use of
parkway strips or medians to treat stormwater may help
in meeting the City' sMS4 Permit requirements, which is the regulatory framework to address appropriate source
control, site design, and stormwater treatment measures in new development and redevelopment projects to address
pollutant discharges and prevent increases in runoff flows.

In the following Street Section Graphics certain text may be abbreviated to fit graphically. These are:

FOC delineates Face of Curb Dimensions
BOC delineates Back of Curb Dimensions
ROW delineates the Right of Way
Street sections illustrated represent the range of proposed streets within the WRSP Area. Specific locations and
dimensions may be further refined or modified through the tentative map process ( See Policy 7.6).

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 7 - CIRCULATION 1 75 454

7.3. 1 TWO LANE MAJOR COLLECTOR

NEWELL DRIVE)
This major collector consists of two 12 -foot -wide lanes of travel, a 14 -foot -wide median, 5 -foot -wide Class II bike lanes, 8 -foot -wide parkways, and 8 -foot -wide sidewalks. 80'
16'
X
ROW
48'
FOC to FOC
16'
Figure 7. 3.1: Two Lane Major Collector (Newell Drive)
Subject to modification
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 7 - CIRCULATION 1 77 455
these figures represent typical street configurations; they are not indicative of the ultimate configuration of approved or future -approved modified major collector roadways such as Rio Del Mar East.)
Along the western edge of the site, Rio Del Mar East
crosses the existing railroad. The Rio Del Mar East railroad crossing will be an at -grade or grade -separated crossing.

Parking bays are eliminated for this portion of the roadway.

Along the western edge of the site where not adjacent to the NVRG, the diagonal parking will become parallel spaces. 95'
ROW
16'
8' 8' 4- 8'
95'
12'
59'
FOC to FOC
14' 12' 8'
20'
12' 1, 5'_.„ 1„.

MEDIAN

TURN IMP
I
Im1
gt
I
LI
99 ROW
Figure 7. 3. 2b: Modified Collector (Rio Del Mar extension - from Napa Valley Vine Trail crossing to Newell Drive)
Subject to modification
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 7 - CIRCULATION 1 79 456
95'
ROW
Jr 16' 43'
FOC to FOC
8' 8' 1, 5' 12' 4
14' 4
12'
94 94
Om./
ED
IWi
8' ir 8' i5' 4
i
16'
4 12' 1, 14 1, 12' 1, 8' 1, 12'
41, 43' 20'
FOC to FOC
20' 4
Jr
95'
ROW
Figure 7.3. 2d: Modified Collector ( Rio Del Mar extension - RR underpass) Final railroad crossing is subject to C. P. U. C. approval and must meet C. P. U. C. regulations for vehicular, bicycle and pedestrian safety crossing features. Figure 7. 3. 2d is conceptual only and may be subject to change.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 7 - CIRCULATION 1 81 457

7. 3.MINOR COLLECTOR
Marcus Road is a proposed two lane Minor Collector
providing a primary connection through the project area.

Marcus Road runs northward from Rio Del Mar East and
then curves eastward to a terminus at Newell Drive.

The standard Minor Collector street section consists of a 50 -foot wide road section within a 74 -foot wide right- ofway. The paved section will accommodate two 12 -foot -wide travel lanes, 5 -foot wide on -street bike lanes, and 8 -foot - wide parking bays on either side. The roadway has a vertical curb and gutter and curb returns have a 20 -foot radius.

Figure 7. 3.: Minor Collector
Subject to modification
Six -foot -wide sidewalks are provided on both sides of the minor collector and are each separated from travel lanes by a 6 -foot -wide parkway strip. Where the parkway strip might be utilized for stormwater treatment, an increase in width may be necessary.
74'
ROW
FSWF
12' 12'
WWI
11111
4 12' 1,
Jr 8' Jr
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 7 - CIRCULATION 1 83 458

7. 3. 5 MODIFIED LOCAL STREET

RESIDENTIAL) -A
The Modified Local Street ( Residential) - A is a street that is unique to the WRSP Area and provides access within
residential neighborhoods. This street has a 36 -foot -wide paved section within a 58 -foot -wide right- of- way. The paved section accommodates two travel lanes with on -street
parking on both sides.
58'
ROW
The roadway has a vertical curb and gutter, and curb returns have a 20 -foot radius. 5 -foot -wide sidewalks are provided on both sides and are separated from the parking areas by a 6 -foot -wide parkway strip.
ii' 36'
FOC to FOC
5 6' 8. 1U' ur 8' 6
Figure 7.3.5: Modified Local Street (Residential) - A
Subject to modification
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 7 - CIRCULATION 1 85 459

7. 3. CUL- DE- SAC
The cul- de- sac is utilized at the end of a residential street primarily to serve as a turnaround.

The bulb of the cul- de- sac is located in a
right- of- way which
is 114 -feet wide in diameter. The paved driving surface is 90 -feet wide in diameter. The curb radius to the connecting neighborhood street is 17 -feet. No parking is permitted within the cul- de- sac. A 6 -foot -wide sidewalk that is separated by a 6 -foot -wide planting strip is provided.

Figure 7. 3.: Cul- de- sac
Subject to modification
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 7 - CIRCULATION 1 87 460

7. 4 Traffic Calming
The Institute of Transportation Engineers defines traffic calming as " Traffic calming involves changes in street alignment, installation of barriers, and other physical measures to reduce traffic speeds and/ or cut -through
volumes, in the interest of street safety, livability, and other public purposes." To promote walkability and to provide a safe pedestrian travel route within the community, various traffic calming measures could be adopted. The WRSP
implements bulb - outs at intersections and narrowing at important pedestrian/ vehicular intersection points, such as mid - block crossings for trail crossings, as shown in Figure

7. 4.

In addition, the following traffic calming measures may also be considered, and their review and approval will be considered at tentative map review.

1. Vertical Deflection ( Speed Humps; Speed Tables;
Raised Intersections) Small changes in elevation can
be used to slow vehicles. A speed hump is typically
12-4 feet in length and a height less than 4 inches,
while a speed table is at least 22 feet in length rising up to 6 inches, with a flat central area at least 10 feet in length. Speed humps and tables work well in residential neighborhoods and are often used in series. Speed
tables are sometimes used at midblock pedestrian
crossings, with the crosswalk located across the flat
area. Speed humps and speed tables are not used
near intersections; rather, the entire intersection may be raised, with bollards to delineate sidewalks and
pedestrian zones, making the entire intersection
pedestrian -friendly. Special modifications must be
made for drainage in the case of vertical deflections.

Vertical deflections are not preferred on streets with
significant (> 8%) grade.

2. Horizontal Shifts ( Traffic Circles; Chicanes) Traffic circles are raised islands installed at intersections of local or collector streets with one lane each direction entering the intersection; they should be adequately
sized and configured to accommodate turning conditions
for large vehicles such as buses or trucks. Chicanes
are a series of at least three alternating curb extensions used at midblock locations only. Careful design must
ensure that speeding cannot occur by drivers cutting
straight paths across the center line. Chicanes can be
created using on -street parking, but are often difficult to design due to driveway access. Horizontal shifts are sometimes preferred by emergency response teams
over vertical deflections, and can provide opportunities for landscaping.

3. Other ( Change in Material / Texture; Pedestrian
Actuated Signals) Stamped asphalt, brick pavers, and
rumble strips can be used to capture the attention of
motorists. They are successfully used in conjunction
with crosswalks or raised intersections / speed tables, and provide additional emphasis to mixed -use or
commercial areas where there is also an increase in
pedestrian activity. For especially dangerous geometries or high -volume / high- speed roads, pedestrian -actuated signals with flashers can be used at intersections or at mid - block locations.
1 Neckdown & Curb
Radius May Vary
Depending on the
Type of Street
Intersection
Figure 7. 4: Intersection Neckdown/ Bulb- out
Subject to modification
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 7 - CIRCULATION 1 89 461
CONNECTION TO • F`

PROPOSED RIVER TO ,
lY,,. 7
RIDGE TRAIT.

LEGEND
ON -STREET BIKE LANE*

OFF- STREET BIKE/

PEDESTRIAN TRAIL

WRSP BOUNDARY
On both sides of the street, except
Rio Del Mar East ( north side only)
Unless otherwise noted, all other
streets incorporate Class 111 bike lanes.

CONNECTION TO

PLANNED NAPA

VALLEY VINE TRAIL

RIVER TO RIDGE TRAIL

EXISTING NEWELL

OPEN SPACE TRAIL
Figure 7.5: Pedestrian and Bicycle Circulation
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 7 - CIRCULATION 1 91 462

7. 6 Public Transit
American Canyon Transit ( ACT) provides a deviated
fixed route bus service aimed at getting local residents to shopping and healthcare facilities within American Canyon.

ACT also connects to the Napa VINE Routes 11 and 29
allowing American Canyon residents and visitors to travel to Napa, Vallejo, the Vallejo Ferry and even BART in the East Bay. The VINE system serves all the cities in the Napa Valley and connects with SolTrans, Sonoma County Transit, Petaluma Transit, Lake County Transit, BART, the Vallejo Ferry, Amtrak, and Greyhound.

While the WRSP Area is not currently served by ACT, there is the potential for the extension of routes to include key destinations within the WRSP Area. Potential transit stops within the WRSP Area could be located in proximity to the NVRG, hotel site, Newell Park, and the Community Center.

To preserve this potential opportunity, the major roads within the WRSP Area are based on the City of American
Canyon' sstreet standards and have sufficient lane widths and right- of- way to accommodate transit service and transit stops. Potential future routes could include extending
existing bus routes or new routes through the WRSP Area on Rio Del Mar East and/ or along Newell Drive. Figure 7. 10 shows possible future bus routes and potential transit stop locations.

As noted in Section 1.3. 4 of the WRSP, the WRSP Area
is proximal to the Broadway District Specific Plan ( BDSP) Area, which is a Priority Development Area ( PDA) as
designated by the Association of Bay Area Governments
ABAG) and Bay Area communities as areas for new
growth. PDAs are considered foundational for sustainable regional growth and Plan Bay Area. PDAs emphasize
housing near transit. The WRSP represents an extension
of that growth being located less than a quarter mile from the SR 29 corridor. Although separated from the PDA by
the Railroad line and commercial properties fronting SR 29, the WRSP provides a key point of access to the BDSP Area and SR 29 through the extension of Rio Del Mar East. This dramatically enhances connectivity to the primary transit corridor in American Canyon. Further, the potential transit stop shown at Rio Del Mar East and the NVRG frontage is a quarter mile from approximately 46% of the units (+/- 500) within the WRSP Area as well as the NVRG mixed uses and the hotel site.

7. Off -Site
Improvements
Off -site improvements include major roadway connections from the WRSP Area to existing American Canyon
roadways and several local street connections to enhance local connectivity. A connection to the WRSP Area at the existing Highway 29/ Rio Del Mar East intersection will include surface improvements, roadway widening, and an
at -grade or grade -separated railroad underpass to access the WRSP site.

The associated off -site improvements for the connection of Rio Del Mar East to SR 29/ Broadway will include
improvements to Rio Del Mar East from the western
project boundary up to SR 29 and the intersection of Rio Del Mar East and SR 29 referred to as the " Tie- in" (see Figure 7. 3. 2e). Improvements at the Tie- in are intended to comply with California Department of Transportation
Caltrans) Encroachment Permit requirements, which may
include the construction or financial contribution toward construction of the bicycle and pedestrian improvements at this intersection, identified in the Caltrans District 4 Bike Plan ( 2018) as NAP - 29- X12. All improvements within the SR 29 State right- of- way requires an encroachment permit that is issued by Caltrans.

Newell Drive and Mallen Way will be connected to the
south where Newell Drive currently terminates just north of Donaldson Way. Rolling Hills Drive will be connected to the south where it currently terminates just north of Terrazzo Lane.

The off -site improvements are shown on Figure 7. 11.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 7 - CIRCULATION 1 93 463
Figure 7. 11: Summary of Off -Site Road Improvements
LEGEND:

PROJECT BOUNDARY

ORIO DEL MAR, AND RAILROAD
CROSSING CONSTRUCTION.
2O NEWELL DRIVE CONNECTION.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 7 - CIRCULATION 1 95 464
CHAPTER 8 - INFRASTRUCTURE AND

PUBLIC SERVICES

8. 1 Introduction
This chapter addresses the proposed infrastructure system and public services for the Watson Ranch Specific Plan ( WRSP) Area. Infrastructure includes the water, wastewater and storm water runoff systems. The Public Services refer to public facilities and services and utilities necessary to serve the area. These include some citywide system improvements that will benefit more than the properties within the WRSP Area. The majority of infrastructure improvements will be privately funded. When warranted, reimbursement or assistance in financing may be provided when improvements exceed the project requirements and pro -rata share of responsibility for system improvements ( see Implementation Chapter).

8. 2 Goals, Objectives, and Policies
Goal 8A - To provide the infrastructure and public services required to support the WRSP Area without negatively affecting existing neighborhoods and residents of the City of American Canyon.

Objective 8. 1- Fully comply with the City of American Canyon " Zero Water Footprint Policy" in the development of the water supply and system for the WRSP Area.

Policy 8. 1. - New potable water sources shall be identified, or existing water supply lines or uses shall be retrofitted to reduce water consumption so that the proposed development shall comply with the Zero Water Footprint Policy.

Policy 8. 1. 2 - New development shall comply with the City of American Canyon' s Model Water Efficient
Landscape Ordinance and with the new water rules established on May 2015.

Objective 8. 2 -Address on -site storm water drainage and retention through Low Impact Development ( L. I.D.) standards and compliance with BASMAA and City of American Canyon requirements.

Policy 8. 2. 1 - On -site detention basins shall be efficiently sized to accommodate storm water flows from the project without adversely affecting downstream capacities.

Objective 8. 3 - Provide improvements necessary to ensure sufficient downstream capacity in wastewater system.

Policy 8. 3. 1 - The proposed wastewater system shall be designed and sized accordingly to meet the project needs without adversely affecting downstream capacities.

Objective 8. 4 - Provide solid waste recycling opportunities to reduce dependence on landfilling of solid waste.

Policy 8. 4. 1 - The existing solid waste collection and recycling service that exists within the City of American Canyon shall be extended to serve the project area.

Objective 8. 5 - Provide state of the art telecommunication and technology infrastructure ( e.g., fiber — optic cable) throughout the WRSP Area.

Policy 8. 5. 1 - City and developer shall work with telecommunications and cable television providers to provide the most advanced, market ready infrastructure for telecommunications and television. Necessary infrastructure shall be installed in the WRSP Area to facilitate upgrades in service as the technology becomes available.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 8 - INFRASTRUCTURE AND PUBLIC SERVICES 1 97 465

ON -SITE WATER IMPROVEMENTS
Proposed on -site backbone improvements include water
lines ranging in size from 6 -inch to 12 -inch in diameter. The on -site improvements connect to the following infrastructure lines:

Existing 12 -inch water line ( Zone 1) within Watson
Lane.

Existing water line ( Zone 1) within the east side of
Highway 29, at a location approximately 480 feet
south of S Napa Junction Road.

Existing 8 -inch water line ( Zone 1) within
Summerwood Drive.

Existing 8 -inch water line ( Zone 1) within Rolling
Hills Drive.

Existing 18 -inch water line ( Zone 3) within Newell
Drive located north of the tank access road.

All of the facilities will be designed and constructed to meet the City of American Canyon Standards.

See Figure 8. 2 — Water Infrastructure — On -Site
Improvements.

8. 3. 2 SANITARY SEWER
A Sewer Flow Monitoring Capacity Study was prepared for the WRSP Area in August 2014 (V&A Report). Its findings presented two methods for estimating peak sewer flow
demand. Using existing City criteria, the peak flow demand is estimated to be 1. 28 mgd ( million gallons per day). Using criteria that recognizes the reduced sewer flow that would occur as a result of the planned use of recycled water, the sewer flow demand is estimated to be 0. 86 mgd. Both sewer flow results can be accommodated in the existing sewer
main in American Canyon Road, if the existing sewer main in State Route 29 is upsized. The replacement and upsizing of the old sewer main in State Route 29, could significantly reduce the existing Inflow/ Infiltration burden on the existing sewer system, and would offset most of the WRSP Area' s increased burden on the City' s
wastewater treatment plant.

The City of American Canyon provides collection and
treatment of the wastewater throughout the City. Wastewater is collected and directed to the Wastewater Treatment Plant on the east side of the City for treatment.

The following facilities are adjacent to the WRSP Area:
15 -inch sanitary sewer line running behind the
southern lots on South Napa Junction Road ( east of
State Route 29).
10 -inch sanitary sewer line located along the west
side of State Route 29.
6 -inch sanitary sewer line running under State Route
29 that connects the 10" sanitary sewer (west side of
State Route 29) to the 15 -inch sanitary sewer ( east
side of State Route 29).
6 -inch sanitary sewer line in Napa Junction Road.
8 -inch sanitary sewer line in Summerwood Drive.

The WRSP Area connects to the existing 10" sanitary sewer in State Route 29. A portion of the WRSP Area also connects to the existing 8 -inch sanitary sewer in Summerwood Drive.

Based on existing flow information, pipe upsizing and
replacement is necessary in State Route 29, replacing the existing 10" sewer line to 15" from approximately 500 feet south of South Napa Junction Road to American Canyon
Road. The segment of this line from Donaldson Way to
American Canyon Road is a City C. I.P. project, the cost of which to be borne by the C. I.P. A sanitary sewer lift station will be required on -site to help maintain a gravity sewer system throughout the WRSP Area.

Backbone on -site facilities will include gravity sewer lines ranging from 8 inches to 15 inches in size. Sewer facilities will be designed and constructed in accordance with City of American Canyon Standards.

See Figure 8. 3 for the backbone sanitary sewer
improvements.

8. 3. RECYCLED WATER
It is estimated that the WRSP Area' s use of recycled water will be approximately 250 acre- feet per year. The City currently has the capacity to produce 1, 000 acre- feet per year of recycled water and given the current usage, there is sufficient capacity in the existing City recycled water treatment plant.

The City of American Canyon provides recycled water
service. At present, limited recycled water facilities are located throughout the City and not all portions of the City contain recycled water infrastructure. There isa 12 - inch recycled water line within Newell Drive just south of the WRSP Area that was installed with the Vintage Ranch development. This 12 - inch mainline is served by a one - million -gallon recycled water tank located southeast of the site. A recycled water system in the WRSP Area will be tied in to the following facilities adjacent or proximate to the WRSP Area:
12 -inch recycled water line in Newell Drive
Recycled Water line in State Route 29
6 -inch recycled water line in Watson Lane
As part of the on -site improvements, a 12 -inch backbone recycled water system will be extended into the WRSP
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 8 - INFRASTRUCTURE AND PUBLIC SERVICES 1 99 466
Figure 8. 1: Water Service Zones
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 8 - INFRASTRUCTURE AND PUBLIC SERVICES 1 101 467
Figure 8. 3: Sanitary Sewer Infrastructure Improvements 111111111g. i,
111111.. 11041
a. ®_, 1 n r

1. 01.1111
i

MPROVFMENT
TO
111 = 1
111Dei ; EnrinstIi iiil stunt 4re; i --lni •IU
tioow
la :
01 sump
11 1231° 1. i..., Io
a1:r! C11111111111111111rowtiAt 111
F:_ ; IOIIIII11I I I1 : o
c
SIM 111 111111/ Will 1 all
111 LEGEND:

PROJECT BOUNDARY

ON - SITE SANITARY SEWER

EXISTING SANITARY SEWER

SANITARY SEWER LIFT STATION
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 8 - INFRASTRUCTURE AND PUBLIC SERVICES 1 103 468

WATSON LANE
NAPA JNCT.

ROAD

SD CONNECTION
r

OFFSITE

IMPROVEMENT
LEGEND:

PROJECT BOUNDARY

EXISTING STORM DRAIN

ON - SITE STORM DRAIN

ME DETENTION BASIN
fEms EXISTING RAILROAD CULVERTS

FINAL PIPE SIZES TO BE VERIFIED WITH
CITY MASTER PLAN AND FINAL DESIGN.

Figure 8. 5: Storm Water Drainage Infrastructure
QUARRY
LAKE
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 8 - INFRASTRUCTURE AND PUBLIC SERVICES 1 105 469

8. 5 Off -Site
Improvements

8. 5. 1 OFF -SITE DOMESTIC WATER

IMPROVEMENTS
Off -site improvements will include the construction of a new Zone 3 ( upper pressure zone) water tank to provide adequate supply, which is the responsibility of the City and funded by the C. I.P. This tank, along with a proposed Zone 1 tank have approved plans from the City. The Zone 1 tank approximately 2. 5 million gallons), which is not a part of the project, would be constructed next to the existing recycled water tank, north of the high school and southeast of the WRSP Area. The Zone 3 tank ( 2. 0 million gallons), which is necessary to serve the portion of the WRSP generally east of the PG& Egas line alignment ( see figure 8.1), will be constructed at a higher elevation to achieve required water pressure in a location southeast of the existing recycled water tank and Zone 1 tank site. The Zone 3 water tank
will provide service to the upper pressure zone within the WRSP as well as other existing and future projects within the City. Zone 1 and Zone 3 water lines were installed from Newell Drive to the Recycled and the Zone 1 potable water tank site.

A 12" Zone 3 water line will be installed in Newell Drive from the southern boundary of the project to the existing 18" Zone 3 water line in Newell Drive located north of the tank access road. A 12" Zone 3 water line was also installed parallel to — and approximately 480 feet south of — South Napa Junction Road.

8. 5. 2 OFF -SITE SANITARY SEWER

IMPROVEMENTS
The WRSP Area will upsize the existing 10" sanitary sewer in State Route 29 between South Napa Junction Road
and American Canyon Road to a 15" sanitary sewer line.

The segment of this line from Crawford Way to American
Canyon Road is a City C. I.P. project, to be funded by the C. I.P.

8. 5. 3 OFF -SITE RECYCLED WATER

IMPROVEMENTS
Off -site improvements include a 12" recycled water line south of — and running parallel to — South Napa Junction Road. A 12" recycled water line will be installed east of Watson Lane ( east of the Railroad), connecting the WRSP Area to the existing 6" recycled water line in Watson Lane ends at the Railroad), which is the responsibility of the City and funded by the C. I.P. Both of the WRSP Area' s offsite recycled water connections will provide better redundancy in the existing City system.

8. 5. 4 OFF -SITE STORM DRAIN

IMPROVEMENTS
Off -site improvements include a connection from detention basins in the southwest corner of the WRSP Area to the
existing storm drain located just east of State Route 29 and south of South Napa Junction Road, which is the
responsibility of the City and funded by the C. I.P.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 8 - INFRASTRUCTURE AND PUBLIC SERVICES 1 107 470
CHAPTER 9 - IMPLEMENTATION

9. 1 Introduction
This chapter fulfills the requirements of California Government Code Section 65451( a) (4), which requires that a Specific Plan include a program of implementation measures. This chapter shall serve as the program of implementation measures for the Watson Ranch Specific Plan ( WRSP). It includes administrative procedures, public works projects, phasing and proposed methods of financing needed to carry out the WRSP.

The purpose of the implementation chapter is to ensure that:

Public infrastructure and services are provided concurrently with private development.

Adequate financing is in place to pay for the construction of necessary public facilities and improvements as defined in the Backbone Infrastructure.

Adequate financing is in place to pay for the operation and maintenance of privately maintained facilities.

Construction of public infrastructure by the city is coordinated with that constructed by the development.

Consistency is achieved between the provisions of the WRSP and Development Agreement( s).

Administrative procedures are in place to regulate development, in accordance with the standards and policies of the WRSP.

Appropriate flexibility is provided to allow the project to respond to changing market conditions.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 9 - IMPLEMENTATION 1 109 471

9. 3. 2 INFRASTRUCTURE PHASING
Infrastructure shall be constructed to serve development with the WRSP Area. As such, infrastructure planning,
development, construction, completion, operation and
maintenance shall be commensurate with development
within the WRSP Area.

Infrastructure improvements are described in Chapter 8.

The following maps ( Figures 9. 1 through 9.5) depict
anticipated phasing of Backbone Infrastructure for the
WRSP Area. These figures are for illustrative purposes
only to indicate the general progression of infrastructure improvements anticipated through project completion.

Actual phasing will be established in the adopted
Development Agreement( s).

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 9 - IMPLEMENTATION 1 111 472
PHASE 2
PHASE 1
1 PHASE4
PHASE 4
PHASE 3
I
LEGEND:

PHASE BOUNDARY

EXISTING RECYCLED WATER
PHASE 2 RECYCLED WATER
EXISTING ZONE 1 WATER
PHASE 2 ZONE 1 WATER
EXISTING ZONE 3 WATER
PHASE 2 ZONE 3 WATER

EXISTING SANITARY SEWER
PHASE 2 SANITARY SEWER

EXISTING STORM DRAIN
PHASE 2 STORM DRAIN

EXISTING DETENTION BASIN
PHASE 2 DETENTION BASIN

4.. i

EXISTING RAILROAD CULVERTS

EXISTING SANITARY SEWER

LIFT STATION
H
PHASE 2 PRESSURE

SUSTAINING VALVE
4( > BACKBONE INFRASTRUCTURE
NOTE:

BACKBONE INFRASTRUCTURE

IMPROVEMENTS INCLUDE ALL

IMPROVEMENTS WITHIN THE OFFSITE

PUE, RIO DEL MAR, NEWELL DRIVE,

MALLEN WAY, MARCUS ROAD, ROLLING

HILLS DRIVE AND SEWER UPSIZE IN
HWY 29.

ALL OTHER BACKBONE INFRASTRUCTURE
IMPROVEMENTS ARE IN - TRACT.

EXISTING RW TANK

1. 0t M GALLONS)
111 FUTURE EAST TANK # 1
Irl ZONE 1

2. 5 M GALLONS)

BY OTHERS)
L
FUTURE EAST TANK # 2
ZONE 3
2 0 M GALLONS)
Figure 9. 2: Phase 2 - Potential Infrastructure Improvements - Subject to Modification WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 9 - IMPLEMENTATION 1 113 473
1 PHASE4

WATSON LANE
NAPA JNCT.

ROAD 1 a
U
PHASE 3
PHASE 2
PHASE 1
S. NAPA
Dim'. ROAD
Figure 9. 4: Phase 4 - Potential Infrastructure Improvements - Subject to Modification E4. 1
PHASE 1

BACKBONE
PHASE 4
LEGEND:

PHASE BOUNDARY

EXISTING RECYCLED WATER
PHASE 4 RECYCLED WATER
EXISTING ZONE 1 WATER
EXISTING ZONE 3 WATER
PHASE 4 ZONE 3 WATER

EXISTING SANITARY SEWER

EXISTING STORM DRAIN
PHASE 4 STORM DRAIN

EXISTING DETENTION BASIN
PHASE 4 DETENTION BASIN

EXISTING RAILROAD CULVERTS

EXISTING PRESSURE

SUSTAINING VALVE
N
PHASE 4 PRESSURE

SUSTAINING VALVE

EXISTING SANITARY SEWER

LIFT STATION

4.••• ). BACKBONE INFRASTRUCTURE
NOTE:

BACKBONE INFRASTRUCTURE

IMPROVEMENTS INCLUDE ALL

IMPROVEMENTS WITHIN THE OFFSITE

PUE, RIO DEL MAR, NEWELL DRIVE,

MALLEN WAY, MARCUS ROAD, ROLLING

HILLS DRIVE AND SEWER UPSIZE IN
HWY 29.

ALL OTHER BACKBONE INFRASTRUCTURE
IMPROVEMENTS ARE IN - TRACT.
i
i#

4. FUTURE EAST TANK # 1
4/ ZONE 1

2. 5 M GALLONS)
WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 9 - IMPLEMENTATION 1 115 474

9. 3.PHASING OF LAND DEDICATIONS

1. General
All land necessary for public improvements and facilities as required by the WRSP, shall be offered for dedication to the City of American Canyon in accordance with
the timeframes generally described below and more
specifically defined in the Development Agreement( s).

All land subject to dedication shall be offered for
dedication at no cost to the City, unless otherwise
agreed to by City and Owner and shall be free and clear of all liens and encumbrances that would preclude its
intended use.

Land dedication requirements of any subdivision map
or parcel map approved within the WRSP Area shall
not exceed the standards of the Specific Plan or
accompanying Development Agreement( s).

Certain required elements of the WRSP' s public
infrastructure is located outside of the Plan' s boundaries, and on lands not owned by the property owner. The
general location of such infrastructure elements are
indicated in graphics in Chapter 7, Circulation, and
Chapter 8, Infrastructure and Public Facilities. The City and the WRSP developers shall work collaboratively
to secure such sites and rights -of -way necessary for
critical backbone infrastructure.

2. Land Dedication Conditions for First Final Map:

Newell Drive as described in the approved Development
Agreement( s)
Rio Del Mar East from Newell Drive to the Western
Project Boundary
Associated road rights of way and utilities as described in the approved Development Agreement( s)
Associated Parks and Open Space as described in the
approved Development Agreement( s)

3. Land Dedication Conditions of Subsequent Final Maps
Associated road rights of way, utilities and associated Parks trails and open space areas as described in the
approved Development Agreement( s)

9. 3.4 PHASING OF PUBLIC AND QUASI -

PUBLIC INFRASTRUCTURE
The public and quasi - public infrastructure in the WRSP Area is comprised of the streets, parks, open space, and trails. The Parks and Open Space areas will be provided in conjunction with the appropriate subdivision map
and may include dedication with first subdivision map
and construction of subdivision improvements. Specific
conditions and timing of improvements shall be described in the Development Agreement( s).

9. 3. 5PHASING OF PRIVATE

DEVELOPMENT
General Policies Regarding the Phasing of Private
Development

1. NVRG is a development priority in the WRSP.

Development of the NVRG may commence pursuant
to the phasing plan as part of phase 1. If not initiated during phase 1 of the residential development, the
NVRG must commence development in conjunction
with the start of phase 2 of the residential development.

2. NVRG Property owner shall have the right to commence development of the NVRG at any time provided
Backbone Infrastructure ( as designated in the Phasing
Plan) has been approved and is under construction.

3. Private development in a subsequent phase of
residential development may commence before
development of a previous phase is complete provided
Infrastructure Backbone ( as designated in the Phasing
Plan) has been approved and is under construction.

4. Phase boundaries may be modified if necessary as
development progresses, subject to the approval of
the City and general consistency with the proposed
phasing plan.

5. Multiple final maps may be filed with each phase of
development when approved as part of the tentative
map entitlement stage.

6. Dedication and construction ( or the requirement to
cause the finance and construction) of Rolling Hills
Drive shall occur at the commencement of Phase 2 of
the residential development.

7. Phase 1 of the WRSP residential development may
commence without the completion of the Rio Del Mar
East extension ( off site improvement) subject to the
approval of at least two points of access to the Phase
1 area. No more than 743 homes may be constructed
without completion of the Rio Del Mar East railroad
crossing and the connection to SR29. The 186
affordable housing units do not count towards this limit.

8. The Railroad crossing at Rio Del Mar East shall first be pursued for PUC approval as an at grade crossing.

Should the at grade crossing not be approved, the
grade separated crossing will be pursued.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 9 - IMPLEMENTATION 1 117 475

9. 4. 2 INFRASTRUCTURE AND

IMPROVEMENTS
The infrastructure requirements for the WRSP Area are
composed of a variety of backbone infrastructure projects including land dedications, roadways, water supply
improvements, and sewer infrastructure. The WRSP Area
also includes a variety of other public facilities that have community benefits beyond the WRSP Area.

9. 4. 3 FINANCING PRINCIPLES AND

POLICIES
The following principles and related policies will govern the funding of infrastructure and public facilities for the WRSP Area. The principles will guide future decisions regarding formation of financing entities, adoption of financing
mechanisms, and project approvals.

Note: The approved Development Agreement between
AC -1 and the City ofAmerican Canyon establishes precise direction implementing the WRSP principles and policies.

In any areas of conflict, the terms and conditions of the Development Agreement shall control.

1. A financial analysis and funding strategy shall
be prepared that identifies the private and public
infrastructure and facilities ( improvements) required
for the WRSP Area, the allocation of these costs, and
proposed methods for funding.

Policy 1.: The financial analysis and funding strategy
shall take into account the phasing and build out of the proposed development and all improvements needed
to accomplish the development and their respective
costs, and it should provide a financial analysis of all funding mechanisms proposed.

2. The WRSP shall not be a burden to existing residents and will cover the pro rata cost for development
associated with the build out of the WRSP Area.

Policy 2. 1: Funding mechanisms shall be established
such that new development and property owners within
the WRSP and in the City fund the infrastructure and
facilities required to provide needed public services and utilities to the WRSP Area.

Policy 2.: Existing residents within or nearby the
WRSP Area should not be burdened with assessments
or taxes to pay for new public facilities if no benefit is received. Any new assessments or taxes should be
directly related to the benefit received and not place an undue burden on these residents.

Policy 2. 3: City development impact fees should be
reevaluated to determine the development impact
fee amount that new development outside the
WRSP Area should have to pay toward infrastructure
improvements and facilities included within the WRSP
Area. Additionally, a partial or full impact fee credit may be granted for public infrastructure and facilities that are provided as part of new development in the WRSP
Area ( as further described in Policy 7 below).

Policy 2. 4: Properties outside the WRSP Area that
benefit from public improvements provided by the
WRSP should contribute their fair share to public
improvement funding.

3. Future development within the WRSP Area shall pay the costs of mitigating impacts of the WRSP development
on existing facilities and infrastructure in other parts of the City as identified in the WRSP FEIR and Mitigation
Monitoring Program and as set forth in the Development
Agreement( s). Future development within the WRSP
Area shall not pay the cost of addressing existing
deficiencies in parks and all other public improvements in the City of American Canyon.

Policy 3. 1: WRSP Area development shall mitigate
offsite public infrastructure and facility impacts as
specified in the WRSP Environmental Impact Report.

WRSP Area development shall pay existing impact fees,
help fund public improvements, or undertake needed
public improvements in order to mitigate impacts on
existing facilities and infrastructure in other parts of the City as defined in and determined by approved
Development Agreement( s).

4. Infrastructure costs shall be allocated among WRSP
Area and surrounding properties based on the principle
of benefit received ( fair share allocation or rational nexus).

Policy 4.1: The City shall establish, on the basis of the financial analysis, a fair -share cost allocation for required public improvements to be borne by all benefiting new
development within and adjoining the WRSP Area.

These public improvement cost obligations shall be
funded by developer construction and dedication of
improvements, as an area development impact fee,
and/ orincluded in a local land -secured financing district covering the WRSP Area.

Policy 4.2: The City shall identify land (e.g., right ofway) requirements for public improvements and establish a
fair share" (average) allocation to all developers and
property owners in the WRSP Area.

5. Total public infrastructure and financing costs in the WRSP Area should not exceed industry standards
of financial feasibility or benefit/ cost burden on
property owners.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 9 - IMPLEMENTATION 1119 476

WATSON RANCH SPECIFIC PLAN AREA FEES,

DEDICATIONS, AND EXACTIONS

WATSON RANCH SPECIFIC PLAN IMPACT FEES
WRSP impact fees may be enacted by a legislative body
i.e., city or county) through adoption of an ordinance. Such fees, if adopted prior to the development of the WRSP, do not require a public vote to be enacted, but they do require public hearings. WRSP fees must be directly related to
the benefits received. They do not create a lien against property, but must be paid in full as a condition of approval.

The principal use of these fees is to construct backbone infrastructure and facilities essential to the development of the WRSP Area that is not otherwise part of the City- wide impact fee program or other City funding source. WRSP
fees are established so that all properties within the WRSP Area pay their fair share at the time they are developed. The WRSP fee effectively replaces a myriad of other funding devices ( e.g. Area of benefit assessments, etc.). Proceeds may be used to reimburse property owners who pay upfront costs for facilities benefiting other properties.

DEDICATIONS AND EXACTIONS
Under the Subdivision Map Act, developers may be required to dedicate land or make cash payments for public facilities required or affected by their project ( e.g., road right- ofway). Dedications are typically made for road and utility rights -of -way, park sites, and land for other public facilities.

Cash contributions are made for other public facilities that are directly required by their projects ( e.g., payments for a traffic signal).

LAND SECURED FINANCING
SPECIAL ASSESSMENT DISTRICTS ( 1911, 1913,
1915 ACTS)
California law provides procedures to levy assessments
against benefiting properties and issue tax- exempt bonds to finance public facilities and infrastructure improvements.

Assessment districts, also known as improvement districts, are initiated by the legislative body ( e.g., city council), subject to majority protest of property owners. Assessments are distributed in proportion to the benefits received by each property as determined by engineering analysis, and form a lien against property. Special assessments are fixed dollar amounts and may be prepaid, although they are typically paid back with interest over time by the assessed property owner. Only improvements with property - specific benefits e.g., roads, and sewer and water improvements) may be
financed with assessments.

MELLO- ROOS COMMUNITY FACILITIES DISTRICTS
California' s Mello -Roos Community Facilities Act of 1982 allows for the creation of a special district authorized to levy a special tax and issue tax exempt bonds to finance public infrastructure, facilities and services. A CFD may be initiated by the legislative body or by property owner petition, and must be approved by a two-hirds majority of either
property owners or registered voters ( if there are more than 12 registered voters living in the area). Special taxes are collected annually with property taxes, and may be prepaid if prepayment provisions are specified in the tax formula.

The special tax amount is based upon a special tax lien against the property. There is no requirement that the tax be apportioned on the basis of direct benefit. Because there is no requirement to show direct benefit, Mello - Roos levies may be used to fund improvements of general benefit, such as schools, fire and police facilities, libraries and parks, open space, detention basins, etc. as well as improvements that benefit specific properties. The provision also allows for the allocation of cost burdens to alleviate burdens on specific classes of development.

ENHANCED INFRASTRUCTURE FINANCING

DISTRICT
The Enhanced Infrastructure Financing District ( EIFD) is a new financing tool ( see Government Code Section 53398.0 et, seq.) providing broad authority to local agencies to use tax increment to finance a wide variety of projects ranging from infrastructure such as roads, bridges and wastewater facilities to parks and open space, affordable housing, and other community facilities. An EIFD can be used for a single street, in a neighborhood or throughout the entire City. With the WRSP Area being completely undeveloped, there is a
unique opportunity to capitalize on the future tax increment value associated with the project build out to help fund significant infrastructure improvements associated with the WRSP Area. The City, working with the developers,
will evaluate and initiate the use of an EIFD, as deemed appropriate.

LANDSCAPE AND LIGHTING MAINTENANCE

DISTRICTS
Landscaping and lighting maintenance districts ( LLMDs) may be used for installation, maintenance, and servicing of landscaping and lighting through annual assessments
on benefiting properties. LLMDs may also provide for
construction and maintenance of appurtenant features,
including curbs, gutters, walls, sidewalks or paving, and irrigation or drainage facilities. They may also be used to fund and maintain parks above normal park standards
maintained from General Fund revenues. The City has an
existing LLAD and may determine that the WRSP Area join the existing LLAD as a new zone.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 9 - IMPLEMENTATION 1 121 477
Action 2. 3: Establish infrastructure phasing based
upon development priorities.

This task serves to ensure that a financially feasible and acceptable Financing Plan can be created to support
development in the WRSP Area.

8. Establish preferred financing mechanisms.

Implementing the Financing Plan within the context
of overall WRSP implementation may require that the
City, or State Agency, establish a CFD or assessment
district to help improve the developer' s ability to meet the City' s infrastructure requirements, both with regard to amount and timing of the improvements.

9. 5 Maintenance of
Common Facilities
Common facilities within the WRSP Area will include both public and private facilities. Determination of public versus private shall be established through the tentative map
process. The City shall be responsible for maintenance of public facilities while private facilities shall be maintained under the framework of a Master Homeowner' sAssociation, with sub -associations for individual neighborhoods as
deemed appropriate.

9. 6 Implementation
Policies

9. 6. 1 ADMINISTRATION

9. 6.1.DEVELOPMENT AGREEMENTS
To strengthen the public planning process, encourage
private participation in comprehensive planning, and reduce the economic risk of development, the Legislature of the State of California adopted Government Code sections
65864 et seq. ("Development Agreement Statute"), which
authorizes the City to enter into a development agreement with any person having a
legal or equitable interest in real
property providing for the development of that property and establishing certain development rights in the property. The City of American Canyon Municipal Code Chapter 19. 47
further establishes the authority for the City to enter into development agreements.

The Development Agreement by and between American
Canyon 1, LLC ( AC -1) and the City of American Canyon
Ordinance 2019- 06) establishes the administration of
the terms and conditions of the WRSP. The Development
Agreement ensures predictable and equitable allocation of costs of basic and shared infrastructure, reimbursements of improvement costs benefiting other properties, and
provisions for reciprocal and mutually benefiting right- ofway dedications and grants of easements for public and private infrastructure. The administration of the terms and conditions of the WRSP for the development of property
owned by the Newell Family may be established in separate development agreement( s) between the Newell Family and the City of American Canyon.

The Development Agreement is subject to future
modification by a mutually executed document signed by
the parties thereto. In the case of a conflict between the WRSP' s
description of the Development Agreement and
the terms and conditions of the Development Agreement,
the terms and conditions of the Development Agreement
shall control.

9. 6. 2 ADOPTION
The WRSP was adopted by ordinance on October 16, 2018
Ordinance 2018- 0), in accordance with Section 19.7. 00 of the American Canyon Municipal Code.

9. 6.3AMENDMENT
Amendment of the WRSP shall be done in the same manner
as adoption of the WRSP. Pursuant to City of American
Canyon Municipal Code Section 19.7. 00 (D), the WRSP
provides provisions for minor and major amendments.

9. 6.3.1 WRSP AMENDMENTS - MAJOR
Major WRSP Amendments are those determined by the
Community Development Director to be changes that could significantly alter the design intent and vision of the WRSP or affect environmental impacts and approved mitigation measures. Major Amendments to the WRSP must be
reviewed and approved by Planning Commission and City
Council. The following will likely be considered to be a major WRSP Amendment:

Introduction of new land use categories.

Changes in the boundaries of the Land Use -Zoning
categories in conjunction with the approval of a
tentative subdivision map or parcel map, resulting in an increase or decrease in area of more than 20% or 5
acres, whichever is greater.

Changes to the circulation system or community facility design which would materially affect a planning concept detailed in this WRSP, or this WRSP as subsequently
amended.

Density increases in excess of the maximum allowable
stated density or Density Transfers in excess of limits set in Section 9. 8 below.

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 9 - IMPLEMENTATION 1 123 478
prior to the expiration of the tentative maps. Multiple final maps may be filed with each phase of development when
approved as part of the tentative map entitlement stage.

9. 7.1.2IMPROVEMENT PLANS
Implementation of the WRSP will require the submittal and approval of improvement plans by the City. Improvement
plans must include detailed engineered grading, street
improvement and utility plans for both on and off site
improvements. All improvement plans shall comply with the requirements of the WRSP and other City standards not
otherwise specified in the WRSP.

9. 7.1.3DESIGN PERMITS - ARCHITECTURE AND

SITE APPROVAL
All Architecture and Site approvals require a Design Permit.

Development proposals shall be consistent with the goals, policies and regulations of the WRSP and shall implement the Community Design Guidelines set forth in the WRSP,
Appendix A. Architectural and Site Approval shall be
required for all development within the Watson Ranch Area and shall be subject to review and approval of the City staff and Planning Commission pursuant to the City of American Canyon Municipal Code Sections 19. 41. 00 through

19. 41. 060. Applications shall provide a site development plan, architectural design drawings, landscaping plans and any other information deemed necessary by the American
Canyon Community Development Director. All Design
Permits may be processed concurrently with Tentative Tract Map application( s).

A single Design Permit may be processed for the NVRG
Area. The Design Permit will include all that area defined as NVRG on Figure 4. 2 and may include the adjoining open space properties and will include the Parking Management Plan ( PMP). This Design Permit may serve as a master
plan for the ongoing implementation of the NVRG.

9. 7.1.4 CONDITIONAL USE PERMITS
Uses defined as conditional uses under each of the land use categories within the WRSP Area shall be subject to the City ofAmerican Canyon Municipal Code Section 19. 42. 020.

An application for conditional use permit shall be submitted to the City of American Canyon for review by City staff and the Planning Commission. The Planning Commission
shall review the application at a properly noticed public hearing and consider approval or denial of the Conditional Use Permit pursuant to the required findings set forth in

19. 42. 00 (D).

9. 7.1.5OTHER APPROVALS
Other approvals as may be required by the City of American Canyon and any other public agency having legal jurisdiction regarding development and use of property within the
WRSP ( e.g., final map approvals, execution of subdivision improvement agreements, building permits, certificates of occupancy, etc.).

9. 7. 2 ENVIRONMENTAL REVIEW/ CEQA

EXEMPTION
In advance of adopting this WRSP, the City of American City Council Certified an Environmental Impact Report ( EIR) evaluating the significant environmental impacts associated with buildout of the WRSP and adopted mitigation and
monitoring program which has been incorporated by
reference into the WRSP.

Under the California Environmental Quality Act ( CEQA), the WRSP is a " project" subject to evaluation of potential adverse impacts to the environment. The information
obtained in a project' s environmental review provides
decision makers with the insight necessary to guide policy development, thereby ensuring that the WRSP' spolicies
will address and provide the means to avoid potential
environmental impacts.

Although the EIR and the WRSP are separate documents, it is important to note that the environmental review process has been an integral component of the planning process
to ensure the WRSP' s
sensitivity to critical environmental
concerns. The WRSP was reviewed as a project
anticipated to be developed over an extended period of
time. This approach enabled the City of American Canyon to comprehensively evaluate the cumulative impacts of the WRSP and consider alternatives and area -wide mitigation measures in conjunction with the adoption of the WRSP.

Subsection ( a) of Government Code Section 65457
states: " Any residential development project, including any subdivision, or any zoning change that is undertaken to implement and is consistent with a WRSP for which an environmental impact report has been certified after January 1, 1980, is exempt from the requirements of Division 13 commencing with Section 21000) of the Public Resources
Code. However, if after adoption of the WRSP, an event as specified in Section 21166 of the Public Resources Code occurs, the exemption provided by this subdivision does not apply unless and until a supplemental environmental impact report for the WRSP is prepared and certified in accordance with the provisions of Division 13 ( commencing with Section 21000) of the Public Resources Code. After a supplemental environmental impact report is certified, the exemption specified in this subdivision applies to projects undertaken pursuant to the specific plan".

WATSON RANCH SPECIFIC PLAN AMENDMENT CHAPTER 9 - IMPLEMENTATION 1 125 479
APPENDIX A: DESIGN GUIDELINES
A. 1 Purpose and Intent of the Design Guidelines
The Watson Ranch Specific Plan ( WRSP) design guidelines seek to create a unique, memorable identity to reinforce the City of American Canyon as a destination within Napa County.

This design direction utilizes simple forms with an architectural palette appropriate to wine country living. The design guidelines are statements that describe the desired visual character within the WRSP. They are working tools that implement the Vision and Design Strategy provided in Chapter 4. The design guidelines address issues that are primarily aesthetic in nature.

The design guidelines establish a
range of encouraged design approaches while allowing for flexibility and innovation.

The design guidelines are designed to provide the City of American Canyon with the necessary assurance that the WRSP Area will develop in accordance with the quality and character proposed herein; and to provide guidance to City staff, the Planning Commission, and the City Council in the review of future development projects in the WRSP Area.

The design guidelines address each land use: Napa Valley Ruins & Gardens Mixed Use ( MU), High Density Residential HDR), Medium Density Residential ( MDR) , Parks, and Open Space; and general categories of community monumentation, as well as walls and fencing. The intent of the design guidelines is to encourage innovative, quality design for all areas of the WRSP Area.

Per City of American Canyon Code, all development proposals must be reviewed by the Planning Commission. Any changes to a building and/ or facade for any land use submitted after Planning Commission approval should be reviewed and approved administratively by the planning director or the designee. Should they deem that there has been too great a modification to the plans previously recommended for approval by the Planning Commission and approved by City Council, then the particular building elevations shall be re -submitted for review and approval.

A. 2 Sustainability Design Guidelines
The sustainability of a community depends on creating and maintaining its economic and environmental health. It is important that for communities to be successful, they develop principles and a collective vision for the future that applies an integrative approach to environmental, economic, and social goals. The WRSP aims to achieve a high level of sustainability incorporating a three tier approach to sustainability through an effective management of resources at all levels of planning, design, and construction.

TIER 1 DESIGN GUIDELINES
The first tier involves using sustainable principles in community design and overall master planning. An integral relationship exists between how a community is planned and developed through its form, configuration, and use along with its capacity to meet its social, environmental, and economic needs. Community form, which represents the needs and priorities of the community, directly influences community capacity to sustain itself into the future. The sustainability design guidelines used in the overall planning of the WRSP Area include:

Vehicle miles travelled should be reduced through the provision of a mixed - use community that accommodates a wide range of uses.

A wide range of housing types should be provided that allow for varied housing opportunities.

Non -vehicular circulation should be emphasized through the creation of compact, interconnected walkable blocks.

A healthy lifestyle should be promoted through an integrated system of trails and pedestrian connections.

Narrow street sections should be provided to reduce surface runoff and reduce urban heat island effect.

WATSON RANCH SPECIFIC PLAN AMENDMENT APPENDIX A - DESIGN GUIDELINES 1 127 480
o Protection and preservation of native species and
natural vegetation
o Disease and pest resistance
o Water -conserving plant and turf species
o Selection of plants from the East Bay Municipal
Water District' s "Plants and Landscape for
Summer -Dry Climates" as the primary reference.

Plant materials should be selected that promote a
diversity of flora and fauna.

Recycled water for landscape should be considered to
reduce the consumption and demand of potable water.

Pursuant to Zoning Ordinance Chapter 19. 22. 040 no
turf is permitted in front yards and in other areas turf areas should be minimized.

Low impact development principles should be
implemented to reduce the impact of the development
on the natural environment.

Incorporate infiltration beds, swales, and basins into
the design of a project to allow water to collect and soak into the ground, as required by local agency.

Utilize pervious or porous surfaces ( permeable pavers
or blocks) to minimize runoff.

Encourage the use of rain harvesting or catchment
technologies ( rain gardens, canisters, etc.)
Projects shall incorporate The City of American Canyon
Model Water Efficient Landscape Ordinance ( MWELO)
into the design.

A. 2.1 SUSTAINABLE LANDSCAPE
Sustainable landscape practices proposed for the WRSP
Area may include Low Impact Development techniques,
innovative irrigation technologies and water conservation, drought - tolerant landscape, and energy conservation.

A. 2.1.LOW IMPACT DEVELOPMENT ( LID)

LANDSCAPE
The term LID refers to storm water management techniques that use vegetation and open space to optimize natural
hydrologic processes and reduce stormwater runoff.

Areas incorporated within the WRSP Area that provide
treatment include NVRG, parks, community gardens,
detention basins and open space. All project areas should incorporate the following sustainable landscape practices:

Large canopy street trees should be used wherever
appropriate to intercept rainwater, encourage root
uptake, and facilitate evapotranspiration.

Bio- retention systems in conjunction with vegetated
swales should be incorporated where appropriate in
open space and other landscape areas.

Where space allows, residential areas should include
landscape treatments that provide on -lot detention,
filtering of rainwater, and groundwater recharge.

Where suitable, permeable surfaces such as unit
pavers, turf block, gravel and permeable concrete,
should be used in place of paving;
Tree and plant species for bio- retention and bio- swale areas should be selected from the approved plant
palette shown in Appendix A.

A. 2.1.IRRIGATION AND WATER

CONSERVATION
Irrigation systems should be designed to conserve water resources by efficiently and uniformly distributing water.

Less watering, fertilizing, and chemical control required for landscape design reduces the need for irrigation and associated water use.

Irrigation design should follow California Department
of Water Resources ordinances, Napa County Water
Ordinances and tailored to the climate of American
Canyon.

Irrigation should be provided for plant establishment.

All public areas, rights -of -way, and community
landscaping should have an automatic irrigation system.

Use of low volume spray heads and drip irrigation
systems should be maximized.

New irrigation techniques and drip irrigation systems
should be used for efficient delivery of water.

Irrigation design should accommodate hydrozones
accordingly, separating high, medium and low water -
use plants.

WATSON RANCH SPECIFIC PLAN AMENDMENT APPENDIX A - DESIGN GUIDELINES 1 129 481
A. 3.1 OVERALL LANDSCAPE DESIGN

GUIDELINES
The following design guidelines pertain to all initial planting within the WRSP Area. As applicable, landscaping within the WRSP Area will be subject to any special requirements identified by soils or inherent drainage conditions.

Plant materials should be selected from the plant
palettes in Appendix A, with an emphasis on native and
adaptive plants, where appropriate.

Substitutions or additions may be considered based on
the suitability of the species in terms of similarity of form, adaptability, tolerance to site soils, climatic conditions or water quality, or other pertinent characteristics.

The plant list is not intended to be exhaustive but to
provide a clear guide for selection.

Additional plants may be used that are compatible
with this list and are consistent with the intent of these Guidelines.

Plant selection should emphasize the use of drought -
tolerant, long-ived plant species that are well adapted to the climatic and soils conditions of the site.

Planting design should consider year- round interest
and seasonal character through the careful use of
flower, leaf color and texture.

Landscape design should provide effective screening of
parking areas, retaining walls, utility enclosures, utility cabinets, service areas, or transportation corridors to reduce negative visual impacts.

Edible Landscape
Screening landscape should incorporate evergreen
plant species in order to maintain year- round leaf cover.

Plant selection should avoid the use of tree species
with invasive root systems near utility lines and paving and avoid the use of non- native, invasive species that may spread into open space areas.

Street trees should be placed in parkway strips between the curb and sidewalk, with drought tolerant shrub and
ground cover plantings to encourage sidewalk use.

Pedestrian trails or walkways with ornamental plantings may provide enhanced landscape within the various
neighborhood communities.

Landscaping is required where development is visible
from major public roadways and public facilities
including trails.

Tree planting location and species should consider the
need to preserve solar access, views, and fire safety
requirements.

All plants should be carefully selected to avoid toxic
species that could be harmful to children or cause
allergic reactions.

Landscape plans for all areas where the developer is
required to install landscaping should be prepared by a landscape architect registered to practice in the State of California.

Community Garden
WATSON RANCH SPECIFIC PLAN AMENDMENT APPENDIX A - DESIGN GUIDELINES 1 131 482
in the use of ornamentation. Materials such as smooth
stucco, wood, and metal roofing should be used. Detailing should be of wood and metal. A mix of rich but muted colors with bold accents can provide vibrancy to a streetscape.

Form -based architecture should result in simple structures where gable and shed roofs with tower elements should
be used as accents and focal points.

A. 4.2.1 CREATE VARIETY ALONG THE

STREETSCAPE
Creating building relationships and massing that
demonstrate variety and individuality will add to the sense of place.

There may be a mix of two and three story homes within
the community.

Unvarying repetitive facades that present a monolithic
development should be avoided.

Appropriate use of accent material to create a signature architecture style Appropriate change of materials to accent design intent Where practical, windows should be placed to minimize
privacy conflicts.

Visual interest in the streetscape should be created
through building articulation and a variety of forms
between buildings.

There should be varied wall plane lines.

There should be publicly visible balconies, veranda,
porches, and arcades.

Front porches should be sufficiently sized to be usable.

There should not be repetitive, unarticulated building
forms.

Unarticulated roof forms should not be set on a constant wall plate height.

Stucco finish with metal roof
Smooth stucco finish with accent material
WATSON RANCH SPECIFIC PLAN AMENDMENT APPENDIX A - DESIGN GUIDELINES 1 133 483
A. 4.3.1 WALLS AND FENCING
Fences and walls should be built according to the design criteria and be of the materials indicated in these Design Guidelines. Retaining walls over eighteen ( 18) inches in height should be of masonry or poured in place concrete construction, and any retaining wall over three (3) feet shall not be installed without structural calculations developed by a structural engineer. All wall locations, heights, and finishes shall require approval of the City of American Canyon.

Fencing and walls at property lines, and between
neighborhoods and adjacent to land uses are highly visible and are a major component of the visual landscape. The
goal of fencing and walls in the WRSP Area is to maintain an open park setting that unites and blends private
landscape with the lake, parks, open spaces and urban
areas while providing a sense of privacy and security to homeowners with sound attenuation.

A. 4.3.2RESIDENTIAL LANDSCAPE GRADING

AND DRAINAGE
All site surface drainage from private landscapes should be conducted to a storm water quality treatment system
by the Builder.

Mounding and earth berms are discouraged as part of
Private Landscape design.

Variety of shrubbery
A. 4.3.RESIDENTIAL LANDSCAPE

IRRIGATION
The WRSP is committed to water conservation and
the efficient use of water through innovative and
accepted irrigation practices. Irrigation designers
shall use current water use guidelines and tables,
state- of- the- artirrigation equipment, and automatic
controllers capable of multiple programming.

Drip irrigation is encouraged particularly in small
planting areas.

Overhead irrigation systems may be used in
larger planting areas.

Overspray onto paving, fences or walls should
be avoided and soil erosion should be minimized
by the use of in -line or in -head check valves.

Turf areas should be irrigated by an overhead
spray or rotor system or by subsurface irrigation
drip tubing. Overspray onto paving, fences or
walls should be avoided and soil erosion should
be minimized by the use of in -line or in -head
check valves.

All valves and equipment should be located
adjacent to buildings where feasible and visually
screened from public view.

No irrigation equipment should be located in
such a way so as to create a safety hazard to
persons or property.

Operating manual and scheduling charts should
be provided to all Homeowners, Maintenance
Companies, Associations, or Agencies.

Appropriate landscaping adjacent to sidewalks
WATSON RANCH SPECIFIC PLAN AMENDMENT APPENDIX A - DESIGN GUIDELINES 1135 484

BOTANICAL NAME COMMON NAME

PLANT COMMUNITY

RESIDENTIAL

NEIGHBORHOOD

NEIGHBORHOOD
PARKS
RKS &
OPEN
SPACE
OPEN
SPACE

BUFFERS
QUARRY
LAKE
PARK
NAPA
VALEY

RUINS &

GARDENS

EDIBLE LOW
WATER
USE
TREES
Arbutus ' Marina' NCN
Arbutus unedo Strawberry Tree
Betula • endula Euro• ean White Birch
Camellia Camellia
Carpinus fastigiata European Hornbeam
Cedrus deodara Deodar Cedar 7:'
Cercis canadensis Eastern Redbud
Citrus sp. Orange/ Kumquat
Cupressus sempervirens Italian Cypress
Eriobotrya deflexa Bronze Loquat
Gingko biloba Mainden Hair Tree
Lagerstroemia faurei Crape Myrtle
Laurus nobilis ' saratoga' Grecian Laurel
Liquidamber styraciflua ' festival' American Sweetgum
Magnolia ' St. Mary' s' Magnolia
Malus sp. Apple
Maytenus boaria Mayten Tree
Melaleuca sp. Paper Leaf Tree
Melaleuca quinquenervia NCN
Olea europaea Olive
Palm trees Palms
Pistacia chinensis Chinese Pistache
Pinus eldarica Japanese Black Pine
Pinus pinea Italian Stone Pine
Platanus acerifolia ' Columbia' London Plane Tree
Populus nigra ' Italiaa' Lombardy Poplar
Prunus sp. Cherry/ Plum
Prunus sargenti ' columnaris' Sargent' s Cherry
Punica granatum Pomegranate
Pyrus calleryana ' Chanticleer' Flowering Pear
Pyrus calleryana ' Bradford' Flowering Pear
Quercus agrifolia Coast Live Oak
Quercus lobata Valley Oak
Quercus virginiana Southern Live Oak
Tilia cordata Little Leaf Tilden
Ulmus parvifolia ' True green' Chinese Elm
WATSON RANCH SPECIFIC PLAN AMENDMENT APPENDIX A - DESIGN GUIDELINES 1 137 485

GROUNDCOVER
Abelia Prostrate Form NCN
Arctostaphylos spp. Prostrate Manzanita `'-
Ceanothus spp. Prostrate Wild Lilac
Coprosma spp. Coprosma
Cotoneaster spp. Cotoneaster
Fragaria chiloensis Wild Strawberry
Fragaria x ananassa Garden Strawberry 3
ilk
Juniperus spp.. Juniper
Lantana montevidensis Lantana
Myoporum parvifolium NCN
Rosa spp. Groundcover Rose
Rosmarinus spp. Rosemary
Salvia spp. Sage
Tuecrium spp. Germander
Thymus spp. Thyme hiiis
Trachelospermum asiaticum Jasmine
Verbena spp. NCN

GRASSES
Acorus spp. Forest Grass
Carex spp. Sedge
Eleocharis spp. Spike Rush
Festuca spp. Fescue
Juncus spp. Rush
Leymus spp. Wild Rye
Miscanthus spp. Eulalia Grass
Muhlenbergia capillaris Hairy Awn
Pennisetum spp. Fountain Grass
TURF
Fescue Turf Fescue
Festuca rubra No -Mow Fescue
WATSON RANCH SPECIFIC PLAN AMENDMENT APPENDIX A - DESIGN GUIDELINES 1 139 486
No direct view to light sources should be visible from
off site.

Where lighting is provided, fixtures should utilize house side shields and cut- off optics to reduce light spill over the property line.

Pedestrian pole light fixture locations should not conflict with the pattern of tree planting along the roads and
parking lots.

Pole -mounted lights should be used sparingly in the
Civic Park Plaza and the use of illumination encouraged for pedestrian circulation and less ambient light at night.

Illuminated bollards should be used primarily along
pedestrian pathways to encourage evening strolls.

Accent lighting should also be used sparingly and
primarily for the use of highlighting nodes or destination spaces.

A. 4.6 RESIDENTIAL MAILBOX DESIGN

GUIDELINES
Mailbox materials should be consistent with architectural theme.

Multibox stations should be designed to replicate
architectural details and colors.

Linear outdoor seating, along sidewalks
A. 5 Napa Valley Ruins &
Gardens Design Guidelines
The mixed -use NVRG is a unique area made up of
several different uses including retail, residential, office, commercial, visitor service including hotel and events
center, entertainment, recreation, civic, and community facilities. This blending of uses creates an urban fabric with distinct, yet connected areas.

As the " heart" of the WRSP Area, the NVRG creates the
hub of activity for the overall community. The quality of design is important to the perception of the Watson Ranch community. Architecture and landscaping should create a village atmosphere where people are comfortable to mix
and mingle and desire to return to over and over again.

A. 5. 1 COMMUNITY CHARACTER DESIGN

GUIDELINES
The NVRG will create a strong focal point for the new
community. While having the flexibility to be the setting for community gatherings and special events, the area
must also provide for comfortable, more intimate resting spaces. This is a place where all residents and visitors should feel comfortable whether they are a participant in an activity such as an art fair or street performance, or quietly sipping coffee, spending time with family, shopping, people watching or playing checkers.

A. 5.1.THE PEDESTRIAN ENVIRONMENT
NVRG should create an environment where people are
comfortable walking and spending time, and should
incorporate the following Design Guidelines:

Enclosed outdoor seating, in a courtyard
WATSON RANCH SPECIFIC PLAN AMENDMENT APPENDIX A - DESIGN GUIDELINES 1 141 487
ruins as well as from the vineyard heritage of Napa County.

Even though the ruins are over 100 years old, their simple shapes form a very contemporary backdrop for the
community.

A. 5.2.1 BUILDING ENTRANCES
Buildings should be oriented to face streets or other
public spaces.

Entrances should be well marked, articulated, and
oriented to streets and open space.

Entrances should provide opportunities to create
unique addresses along the street through use of
elements such as distinctive form, detail, materials,
color, ornament, lighting and signage.

Street addresses should be clearly displayed and must
comply with applicable sign regulations ( see Section

6. 5 for signage regulations).

Entrances to uses above the ground floor should be
identifiable as building entrances.

The design of a secondary side or rear entry should be
architecturally related to the front entry and enhanced with detailing, trim, and finish consistent with the
character of the building.

A. 5.2.MASSING AND FORM
Roofs should match the building in terms of style,
detailing and materials and should contribute expressive and interesting forms that add to the overall character of its environment.

Use of trellis / awning to weather protection and to lend a pedestrian scale to street level
The location, spacing, materials, and colors of
downspouts, gutters, scuppers, and other roof
drainage components should be incorporated into
the architectural composition of the facade and roof.

Downspouts should be concealed within walls or
located to harmonize with window spacing and facade
composition.

Any mechanical penthouses and stair towers should
appear as integrated building forms and shall be
structures that complement the design of the building
through the use of similar materials, colors, finishes
and architectural details.

Rooftop equipment should be located away from the
street edge and/ or screened so that it is not visible
from streets or other public spaces. Screening should
complement the design of the building through the use
of similar materials, colors, finishes and architectural details and appears to be an integral part of the
building' sform.

Attached equipment such as solar collector panels,
antennas, satellite dishes, etc. should be integrated
into the project architecture or screened from view.

The main area of the ruins creates a series of cloisters.

New buildings within the cloisters of the ruins should have a contemporary aesthetic.

Any building within the southern cloister should have
a prominent roof shape that pays homage to the roof
structure on the round building. This bold form would
create a focal point within the ruins complex.

Long walls punctuated with 3 dimensional details
WATSON RANCH SPECIFIC PLAN AMENDMENT APPENDIX A - DESIGN GUIDELINES 1 143 488
Architectural enclosures should be designed as integral elements of the building architecture
Long unbroken forms and flat planes are discouraged.

Buildings facades facing public spaces should incorporate 3 -dimensional facade elements that lend a pedestrian
scale to the street level.

Trellises or permanent awnings should be incorporated
where appropriate for shade and weather protection.

Arcades, wide overhangs, deep reveals, permanent
awnings, etc. should be used.

Roof design should be integral to the overall building
design.

Parapets should screen rooftop mechanical equipment
from ground level view.

Tower elements should be included at key locations to
provide points of interest along the streetscape.

Roofline variation should be created by differing plate heights.

A. 5.2.4BUILDING MATERIALS
Building materials should be appropriate to the community character and suited to commercial construction.

Materials such as stucco, masonry, storefront glazing
and well -detailed precast concrete should be used.

Accent materials such as brick, stone, tile, and anodized or painted metals should be used.

Facades facing public spaces with articulation
Materials reflect the industrial history of the site
Color and material relate to the context
WATSON RANCH SPECIFIC PLAN AMENDMENT APPENDIX A - DESIGN GUIDELINES 1 145 489
Olive trees should be planted in rows symbolic of
orchards in Italy and the Napa Valley.

Lavenders, roses, and evergreen groundcovers should
be primarily used to enhance entries, highlight sitting areas, and line walkways.

A. 5.3.2 NVRG STREET FURNITURE/

SEATING DESIGN GUIDELINES
Street furniture will add to the unique architectural
environment of the NVRG.

Street furniture should be designed to foster comfortable, accessible, interactive public areas.

Street furniture should be constructed of durable non - weathering materials utilizing recycled or eco- friendly materials where practical.

Seating should be provided with a variety of furnishings such as benches, chairs, and low walls with landscape
features such as salvaged plinths.

Other street furniture should include waste and
recycling receptacles, decorative planters and pottery, bicycle racks, flag poles, and drinking fountains.

A. 5.3.NVRG PARKING LOT LANDSCAPING

DESIGN GUIDELINES
Landscaping for parking areas should include large
dome -shaped canopy trees to provide shade in hot
summer months while allowing winter sun exposure.

Parking lot trees should have root barriers.

Lighting integrated to the landscape to highlight gathering spaces Understory planting should be primarily with low -growing 24"), drought tolerant, evergreen groundcover or
grasses.

A. 5.4 NVRG LIGHTING DESIGN

GUIDELINES
These lighting design guidelines provide criteria that will provide a comfortable level of illumination that meets the community' sneeds for orientation and safety in a way that complements the aesthetic qualities of the architecture and surrounding environment. A family of light fixtures is selected for the development that recognize the different qualities of the land uses while creating a consistent
design theme throughout the community. The quality of
the light fixtures, the lighting intensity and source controls provide criteria that will establish a high quality experience to this important aspect of design.

A. 5.4.1LIGHTFIXTUREDESIGNGUIDELINES
High efficiency fixtures and sophisticated optics are
encouraged to direct light where it is needed without
creating excessive glare.

Long lasting high pressure sodium lamps are suggested
to minimize energy use and lamp replacement.

Lights should be placed where they are needed for
specific uses, rather than a continuous foot- candle
requirement across the site, allowing for the appreciation of the dark sky in the residential neighborhoods.

To preserve the quality of a dark sky at night, high
intensity light fixtures should include a shielded light source that reduces the view to the light source.

Unique signage
WATSON RANCH SPECIFIC PLAN AMENDMENT APPENDIX A - DESIGN GUIDELINES 1 147 490
All signage within the WRSP Area shall conform to the
specific requirements, spirit, and intent of the City of American Canyon code provisions regulating signage,
unless otherwise stated. If there are any inconsistencies between the City of American Canyon regulations and the WRSP, the guidelines in the WRSP will take precedence.

5.1 GENERAL SIGN DESIGN GUIDELINES
The building architecture should be designed to
accommodate signage and other graphics as an integral
part of the building design.

Illuminated signs should be fixed and directed to control and avoid light pollution
Individual letter characters are encouraged.

Metal signs may be made of aluminum, brass, bronze,
copper, or stainless or welded steel.

Raised " Halo" letters on building face; pedestrian
oriented blade signs; sculptured cantilevered signs;
non -internally lit signs with lighting from a secondary source; and artistic neon signs backed by building face or storefront are encouraged.

Signage is intended to be unique and original for each
establishment and executed with a high degree of
craftsmanship.

Community art
A. 6Community Art and
Monumentation
A. 6. 1 COMMUNITY ARTS PROGRAM
The WRSP strongly supports the inclusion of community
art as an enrichment of the public community space. Art blended with urban design in the NVRG can add value to
the experience of the place. Community art should not only be an individually commissioned pieces, but an attitude towards the elements that make up the public realm as
experienced within a community. Given the unique identity established by the NVRG, community art can have a
complementary role in energizing and defining the spaces.

The NVRG may include items such as:

A thoughtful and carefully selected lighting program that uses fixtures to establish a character.

Adding banners and hanging planters or other
decorative items to lighting fixtures.

Art in community gathering spaces
Infrastructure as art
WATSON RANCH SPECIFIC PLAN AMENDMENT APPENDIX A - DESIGN GUIDELINES 1 149 491
A. 6.2 COMMUNITY MONUMENTATION
A cohesive program of community identification- form the community threads which tie all aspects of the community together within the context of varied architecture.

Community monumentation is a strong visual element that defines and enhances a community' sspecial sense of
place. These elements define a district within the greater context of a town. The community' s personality is displayed by these features. The icons of classic communities are traditionally monuments that signalize your arrival and an entry or focal point.

The palate of identification for the WRSP Area is based upon the free standing monuments that exist as part of
the ruins.

The monumentation may include pilasters, low walls, or
strategically placed pieces of community art.

They may also be a focal point created as an element
of a building such as a tower, or a publicly visible
landscape or retaining wall.

The design of the community identification is unique and takes its cues from the ruins. Materials have a permanence to them, complement the architecture of the community or create a counterpoint, and may include materials such as steel or other metals, concrete, tile, brick, stone and glass.

A typical pilaster monument is shown here.

Monumentation locations are identified on the following plan:

A. 7 Walls and Fencing
Design Guidelines
A. 7.1 GENERAL DESIGN GUIDELINES FOR
WALLS
Walls and fences are to be minimized to the
greatest extent possible and their design should be
complementary to the building architecture.

Site walls should be made of materials complementary
to the building architecture palette.

Walls, which are located in visually prominent locations, should be decorative and faced with a material such as
stucco or stone.

Concrete retaining walls should only be used where
necessary for structural and spacial requirements.

Plantings should be utilized to minimize the visual
impact of all retaining walls.

Walls, fencing materials and colors should complement
adjacent architecture. Typical fence designs are shown
here.

A. 7.2 GENERAL DESIGN GUIDELINES

FOR FENCES, SOUNDWALLS AND VIEW
FENCES
Fences throughout residential landscapes should be
constructed of wood, metal, masonry, or a combination
of these products to maintain the community theme and
provide continuity.

There are four ( 4) distinct levels of fencing and walls, such as standard privacy fencing, enhanced privacy
fencing, enhanced soundwalls, and view fences.

Standard six- foot (6') high privacy fencing of a ' good neighbor' type should be used on all fences located
between private lots which are not visible to the
public view.

Combination of Fencing Materials
Traditional residential wood fence
WATSON RANCH SPECIFIC PLAN AMENDMENT APPENDIX A - DESIGN GUIDELINES 1 151 492

APPENDIX B GENERAL PLAN CONSISTENCY
B. 0 General Plan Policy
A " town center" should be established in proximity to the closed basalt plant which functions as the symbolic center of American Canyon. A wide diversity of uses characterized by a high level of activity should be accommodated, including government, retail, office, service, entertainment, housing, and open space. The center should be developed as a pedestrian - oriented village that is physically linked by pedestrian and bicycle trails and other elements to surrounding neighborhoods and districts.

Watson Ranch Specific Plan ( WRSP) calls for housing, parks and open space, and a non- residential component — the Town Center Mixed Use area ( TC- 1 MU) also referred to as the Napa Valley Ruins & Gardens ( NVRG), which allows retail, entertainment, hotels, events center for weddings, receptions, farmers' market, restaurants, winery, wine tasting and related uses. The WRSP also provides a site which would allow public and or private community facilities such as church, day care, non- profit community - oriented service or government offices.

The WRSP will function as the symbolic center of the city due to the following aspects:

Retention of iconic structures such as the rotunda building.

High level of activity programmed for the TC- 1 MU area, including both public and private functions.

WRSP Circulation Plan includes multi -use trails which link TC- 1 MU subarea to the remainder of the WRSP, existing residential neighborhoods, and other off -site destinations.

B. 1 Land Use Element

1.6. 7 Work with local agricultural producers to consider the possible establishment of farmers markets, festivals, site tours, and other events that emphasize the agricultural and rural character of the region. ( 11. 23)

1.1. 8Require that any lands proposed for dedication to the City ( parks, schools, etc.) be usable and appropriate for the intended use and a source of funds to maintain the area be confirmed to ensure that inappropriate costs are not shifted to the City. (I 1., 11. 2, 11. 4, 11. 5, and 1 1.8) Events and festivals open to the public such as a farmers' market and community gardens are allowable uses for the TC- 1 MU area.

Chapter 9 ( Implementation) proposes the establishment of a Community Facilities District ( CFD) and/ or a Lighting Landscaping Assessment District ( LLAD) to pay for the cost of public park maintenance, street lighting and other similar improvements. There will be Homeowners Association ( HOA) for the residential portion of the WRSP. The HOA will maintain any private recreational facilities and common areas. See Implementation Chapter for financing information.

1.2. Accommodate the development of parks, schools, libraries, community meeting facilities, religious facilities, and similar community - serving uses in all residential areas, provided that they are compatible with the intended residential function and subject to City review and approval. ( 1 1., 11. 2, 1 1. 4. 1.5, and 11. 8)

1.5. 4 Require that mixed use structures and sites be designed to mitigate potential conflicts between the commercial and residential uses, considering such issues as noise, lighting, security, and truck and automobile access. (I 1., 1 1.4,1.5, 1. 11, and 1. 14)

1.5. 5Require that mixed -use developments be designed to provide adequate transitions with adjacent land uses, which may include horizontal and vertical setbacks, landscape, screening elements, and similar techniques. ( I 1.,

11. 4,1.5, 1.1, and 1. 14)
WATSON RANCH SPECIFIC PLAN AMENDMENT APPENDIX B - GENERAL PLAN CONSISTENCY 1 153 493

1.9. 6Provide for the extension of Newell Drive, which
will define the eastern boundary of the Town Center,
connecting with Highway 29 in the vicinity of Green
Island Road and for the extension of South Napa
Junction Road from Highway 29 to Newell Drive.

1.9. 7 Determine the location of land uses within the
Town Center through the subsequent approval of one
or more Specific Plans.

1.9. 8 Determine the range of residential densities
allowed through the subsequent approval of one or
more Specific Plans, with the guiding principle that,
in general, densities will be highest around the Town
Center Core Area with decreasing density further away

1.9. 9 Determine the range of intensities of nonresidential uses, as measured in building height and/ or floor area ratio, through the subsequent approval of one or more Specific Plans, with the guiding principle
that in general, intensity will be highest around the
Town Center Core Area with decreasing intensity
further away.

1.9.0 Provide for unified design standards and a
cohesive development through the adoption of one or
more Specific Plans for the Town Center
The WRSP provides for approximately 33 acres of public
parks . The acreage of the public parks exceeds the City' s park land dedication policy of 5 acres of public park land per 1000 residents.

The WRSP determines the location of land uses within the entire area designated by the City' sGeneral Plan as " Town Center".

The WRSP provides for three residential density categories:
medium density ( MDR - 12 land use designation — between 2 and 12 dwelling units per gross developable area), medium density ( MDR - 16 — between 8 and 16 dwelling units per gross developable acre), and high density ( HDR — minimum of 20 dwelling units per gross developable acre).

The Land Use Plan shows that MDR -16 and HDR areas
are immediately around or within the NVRG. The medium
density ( MDR - 12) residential is generally further from the NVRG Area.

Chapter 4 contains a description of the range of
non- residential uses within the WRSP. Appendix A
contains design guidelines for WRSP.

1.9.1 Ensure that the Town Center is a
sustainable, " green" development through the
implementation of low impact development
practices, highlighted in Appendix A. Such
features could include:
a. use of recycled water for landscape irrigation
b. use of drought tolerant vegetation
c. energy efficient buildings
d. pedestrian and bicycle circulation system
e. mix of land uses which reduce travel

1.9.2 Require that the Town Center Core
Area provide a pedestrian -oriented, " village
environment, including a plaza as a gathering
place for community activities.

1.9.3 Require the implementation of public
streetscape improvements that uniquely
identify the Town Center, including elements
such as landscape, street furniture, signage,
and lighting; public street sections may vary
from citywide standards in order to create this
unique identity.

1.9.4Require that development of Town Center
incorporate the natural and cultural resources
on site including:
a. preserving portions of the basalt industrial
ruins and incorporating them into the
commercial and public activities, to the extent it
is economically viable;
b. preserving the quarry lake as a future public
park site, for the benefit of both Town Center
residents and the residents of the City as a
whole.

The WRSP details out low impact development
practices, outlined in Appendix A. The WRSP
requires use of recycled water for landscape
irrigation for major park and arterial landscape
parkways, and provides guidance for the use of
drought tolerant landscaping, and energy efficient
homes. The Plan includes an extensive system
of neighborhood multi -use paths ( pedestrian and
bicycle) which links neighborhoods with parks and
WATSON RANCH SPECIFIC PLAN AMENDMENT APPENDIX B - GENERAL PLAN CONSISTENCY 1155 494
B. 2 Housing Element
PROGRAM 2. 1.

Sustain residential land use designations that:

1. Include a minimum density for each designation' srange of permitted densities.

2. Allow flexibility in the types of units that may be
constructed in master -planned communities and other
planned developments.

3. Include a density category that, when combined with
an affordable housing density bonus, is sufficiently high enough to facilitate the development of lower -income
housing.

The residential portion of WRSP provides three density
categories: LDR. MDR, and HDR. Each density category
has a minimum and maximum density as defined by the
City' s General Plan.

WRSP will be a master planned community. It provides
flexibility in the types of housing units as follows:

4. Medium Density Residential allows single family
detached, single family attached and townhouses

5. High Density Residential allows both apartments and
townhomes

6. The Implementation Chapter 9 allows a density transfer, which means the redistribution of residential units
from one planning area to another, under specified
procedures and criteria
The High Density Residential has a density range of 18 to 30 dwelling units per acre
Policy 2.1 Allow flexibility in the type of units
developed on vacant, residentially designated
properties in master -planned communities and other
planned developments.

Policy 2. Require larger projects to include a mix of
housing types
Policy 2.3 Encourage the development of residential
uses in association with compatible nonresidential
uses.

Objective 2. 3 Promote residential design that is
functional, people and pedestrian -oriented, aesthetically pleasing, and contributes to a sense of community
through the sensitive arrangement of buildings, open
space ( public and private), and circulation ( vehicular and pedestrian). Encourage innovative and creative
design in residential projects.

Policy 2.3. 1 Ensure that new residential development
fulfills the above objective through the establishment
and application of comprehensive design guidelines
and development standards.

Objective 2. 6 Expand the availability of affordable
housing in American Canyon
WRSP will be a master planned community. It provides
flexibility in the types of housing units as follows: Low Density Residential allows both single family detached and secondary living units
Medium Density Residential allows single family detached, single family attached and townhouses High Density
Residential allows both apartments and townhomes
The Implementation Chapter 9 allows a density transfer, which means the redistribution ofresidential units from one planning area to another, under specified procedures and criteria.

WRSP allows a broad range of housing types including
single family attached, single family detached, townhomes, apartments, condominiums, and secondary living units.

WRSP proposed residential uses in conjunction with
nonresidential uses.

The WRSP Circulation Plan provides an extensive system
of multi -use trails linking the plan area and providing connections to regional trails. WRSPprovides approximately 36 acres of public and private open space.

WRSP contains comprehensive design guidelines and
development standards.

WRSP does not call for the construction affordable housing within the project boundaries.

PROGRAM 2. 13. Require all residential projects of
ten or more above moderate -income units to include
affordable units.

The intent of the Inclusionary Alternatives is to provide options for developers while still meeting the City' s
affordable housing demand. Alternatives to providing
on -site inclusionary units are 1) the provision of the units at an acceptable off -site location or 2) payment of in -lieu fees to the City' s Housing Fund, to be used in the provision of housing affordable to lower -income households, or 3) the dedication of suitable land to the City for future inclusionary units, or 4) if the project exceeds its required inclusionary amount, the project
owner may request inclusionary credits be counted
toward another project subject to the approval of the
City Manager
WATSON RANCH SPECIFIC PLAN AMENDMENT APPENDIX B - GENERAL PLAN CONSISTENCY 1157 495

1. 24 Impacts of new development. Based upon the
findings of a transportation impact analysis, consistent with Guiding Policy 1. 26, new development will be
responsible for mitigation of transportation related
impacts.

1. 34 Rights - of -Way fully within master plan boundaries.

Planning areas shall not use roadway centerlines
as boundaries. Roadways shall be built to their full
width within the annexed City limits. Part- width roads shall not be permitted where master plan areas abut
unincorporated properties that are not expected to
be annexed to the City within the time frame of this
General Plan. Road rights -of -way that demarcate the
edge of a planning area shall be fully contained within the development area boundary, and expanded only
within that boundary.

4. 10 New railroad crossings. Provide new crossings
across the railroad ( UPRR) in conjunction with the
planned roadway improvements shown on Figure

3. The provision of new crossings will ensure at
least one cross- town route is maintained in case rail
activity interrupts local and regional traffic flow and/ or emergency access. New crossings will be at: Newell
Drive ( grade separated); and Rio Del Mar or South
Napa Junction Road ( initially at -grade, may be grade
separated in the future).

An Environmental Impact Report was prepared by the City prior to its consideration of WRSP. A determination of the LOS was made through the EIR process.

New development shall mitigate its share of transportation - related impacts.

The alignment for Newell Drive extension is proposed
along the eastern boundary of the WRSP. The proposed
roadway is entirely within the city limits and entirely within the boundary of the WRSP.

The WRSP incorporates a below grade or at grade crossing at Rio Del Mar connecting Highway 29 with Newell Drive.

This will ensure a cross town connection without interruption by the rail activity.

Should an at -grade or grade -separated railroad crossing at Rio Del Mar prove unfeasible, an alternate route for providing the connection with Highway 29 is South Napa
Junction Road. There exists a private at -grade railroad crossing at South Napa Junction that is the subject of a previous settlement agreement.

B. 5 Utilities Element

5.8. 1 Require improvements to the existing water
supply, distribution, storage, and treatment facilities necessitated by a new development proposal be borne
by the project proponent ( in proportion to benefit);
either through the payment of fees, or by the actual
construction of the improvements. ( 15. 2, 1 5.8, and 1 5.9)

5. 10. 3 Require that adequate storm drain and flood
control facilities be constructed coincident with new
development. ( I 5, 24, 15, 25, and 1 5. 33)

5. 11. Require improvements to existing storm drain
and flood control facilities necessitated by a new
development proposal be borne by the project
proponent; either through the payment of fees, or by the actual construction of the improvements in accordance
with State Nexus Legislation. ( I 5. 30, 15. 31, and 1 5. 33)

5. 16. Require that the cost for improvements to the
existing wastewater collection and treatment facilities necessitated by a new development proposal be borne
by the project proponent in proportion to benefit;
either through the payment of fees, or by the actual
construction of the improvements. ( I 5.1 and 1 5. 52)
The Infrastructure Chapter of WRSP identifies the
improvements for water distribution, storage and treatment necessary to serve the proposed development. A Water
Supply Assessment was prepared in conjunction with the
EIR. New development with WRSP will make a proportionate contribution to the City' s
water distribution, storage and
treatment facilities.

The Infrastructure Chapter of WRSP identifies the storm water detention and conveyance facilities needed to serve the development. The WRSP states that appropriate
storm water detention and conveyance facilities shall
be constructed with each phase of development. These
facilities will be designed and constructed to accommodate a 100 -year storm event.

New development with WRSP will make a proportionate
contribution to the City' s
wastewater collection and
treatment facilities.

WATSON RANCH SPECIFIC PLAN AMENDMENT APPENDIX B - GENERAL PLAN CONSISTENCY 1 159 496
The Development Standards require multifamily residential development to include private open space at a ratio of 80 square feet per dwelling unit and 150 square feet of common open space per dwelling unit. The common open
space would provide for recreational and open space
facilities onsite.

7.4 Design and improve community and neighborhood
parks according to the following:
a. locate on collector or neighborhood streets,
accessible to adjacent residential neighborhoods;
b. site uses so that they do not adversely impact
adjacent residencies ( e.g. locate high activity, noise - generating uses away from residencies);
c. provide parking so that it does not disrupt abutting residences;
d. design for defensible space;
e. site parks away from high noise generators
highways) and other nuisances ( i.e., power lines); and f. incorporate park landscape that is compatible with
the landscape of adjacent areas. (I 7.4, 1 7.5, and 1 7. 28) As shown on the Land Use Plan, all public parks are located on collector or neighborhood streets and accessible to
surrounding residential neighborhoods.

Landscaping within the parks should support the overall character of the Watson Ranch Community as defined by
the Design Guidelines.

B. 8 Natural & Historic/
Cultural Element
Goal 8E To promote the preservation and restoration of
the sites, structures and districts that have architectural, historical, archaeological and/ or cultural significance to the City of American Canyon.

Objective 8. 19 Ensure that the City' s historically and archaeologically significant resources are protected in a manner that preserves and/ or enhances the resources' inherent historic value,
Policies

8. 19. Conduct a comprehensive survey of
archaeological and cultural resources and historic
vegetation that is based on established criteria and
encompasses the entire City and its Sphere of Influence. 1 8. 40)

8. 19. 2 Adopt a Preservation Ordinance that will
authorize the City to designate appropriate vegetation
or archaeological sites deemed to be of historic,
archaeological, or cultural significance an American
Canyon City Historic Point, Site or District. Such an
ordinance shall conform to state and federal criteria for establishing a preservation ordinance. ( I 8.5, 1 8. 48, and 1 8. 49)

8. 19. 4 Though the design review process, encourage
compatibility between new development and existing
adjacent historic structures in terms of scale, massing, building materials and general architectural treatment.

J 8. 29)

8. 20. 4 Prohibit demolitions if other alternatives exist that enable a property owner to sensitively add to
the existing structure, or develop an accompanying
building on the site that allows property development
rights to be realized. Variances of setbacks, heights
and parking requirements should be given to make the
preservation of an existing historic building feasible
when no other reasonable alternative exists. ( J 8. 49)

8. 20. 4 Prohibit demolitions if other alternatives exist that enable a property owner to sensitively add to
the existing structure, or develop an accompanying
building on the site that allows property development
rights to be realized. Variances of setbacks, heights
and parking requirements should be given to make the
preservation of an existing historic building feasible
when no other reasonable alternative exists. (J 8. 49)

8. 20. 5Encourage appropriate adaptive reuse of historic resources such as the Basalt Plant in order to prevent
misuse, disrepair and demolition, taking care to protect surrounding neighborhoods and/ or agricultural land
from incompatible uses. (I 8. 49)
The City has not established criteria or conducted an
archaeological and cultural resources survey for the city and its Sphere of Influence. An archaeological survey was prepared by ESA ( dated 4/ 2006). Further assessment was included in the ER. The evaluation of the resources onsite will be evaluated in accordance with applicable State and federal criteria and guidelines.

The City has not adopted a Preservation Ordinance.

8. 13. Encourage the preservation of agricultural
uses on the City' s periphery through the creation of a permanent greenbelt. ( 1 8. 11, 1 8. 17, r 8. 26, 1 8. 28, and I

8. 41)
Through the initiative process, the City has adopted an Urban Limit Line (" ULL'), as part of its General Plan. In WATSON RANCH SPECIFIC PLAN AMENDMENT APPENDIX B - GENERAL PLAN CONSISTENCY 1 161 497
DATE: October 21, 2025
TO: Mayor and City Council
FROM: Jason Holley, City Manager
RE: SB 969 Entertainment Zone for Napa Valley Ruins and Gardens The Watson Ranch Specific Plan and Amended Watson Ranch Specific Plan (as amended, the “WRSP”) set forth the land uses, development regulations, design guidelines, infrastructure improvements and an implementation plan for the creation of a cohesive community at the Watson Ranch development.

Regarding NVRG, the WRSP provides (emphasis added):

The NVRG will function as a mixed-use Town Center and will be the focal point of the WRSP community where uses such as festivals, wine tasting, brew pubs, distillery, dining opportunities, hospitality, and retail all converge within the central organizing element of the NVRG structures. It is anticipated that this area will develop organically over time so the standards and guidelines in this document, while being directive, are intended to allow flexibility to encourage creative uses and design solutions in the adaptive reuse of the existing NVRG structures.
498
October 21, 2025
Holley Memo to Council
RE: SB 969 Entertainment Zone for Napa Valley Ruins and Gardens And it is this “flexibility” in the creative uses and design for which the NVRG developer is now seeking the City’s help.

Specifically, as the programming for the NVRG has taken shape, the developer would like visitors to be able to purchase an alcoholic beverage at any of the included tasting rooms or restaurants located throughout the NVRG and carry it throughout the outdoor space. For this to happen, NVRG must be designated by ordinance as an “Entertainment Zone”.

The California Department of Alcoholic Beverage Control (“ABC”) normally restricts consumption of alcohol to the licensed business premises, limiting the ability of a visitor to leave a tasting room with a glass of wine in hand and freely stroll the grounds. However, as of January 1, 2025, the ABC has a new licensing option, as promulgated in SB 969, that would allow consumers to buy an alcoholic beverage and stroll the grounds of the NVRG (including the proposed sculpture garden and entertainment venues) with their open drink, but only if the space is designated by the City as an entertainment zone.

Though the entertainment zone allowance is new, it has been implemented by San Francisco for several years in multiple locations, including the properties around the Chase Center, as well as Front Street in the Financial District. Of note, the City of Suisun City and other across the state are exploring the opportunities the Entertainment Zoner present.

As defined by the ABC, an “entertainment zone” means a zone created by a city ordinance that authorizes consumption of one or more types of alcoholic beverages on public streets, sidewalks, or public rights-of-way. The city must include certain details within the ordinance, or within a separate plan of operation:
• a process or procedure by which persons in possession of alcoholic beverages in the entertainment zone may be readily identifiable as being 21 years of age or older • the boundaries of the entertainment zone
• the days and hours of operation of the entertainment zone (may not exceed allowable hours of sale for participating licensees)
• the types of alcoholic beverages permitted within the entertainment zone • The approved containers for alcohol within the entertainment zone (glass and metal are not allowed to improve safety).

Next Steps
Before enacting an ordinance to establish or modify an entertainment zone, a city must notify local public safety partners to request feedback. Staff recommends the City Council adopt a Notice of Intent to Create an Entertainment Zone for the NVRG and begin the consultation process with our public safety partners and the ABC.
499
DATE: October 21, 2025
TO: Mayor and City Council
FROM: Jason Holley, City Manager
RE: American Canyon Town Center and Watson Ranch Specific Plan Related Approvals Below is the chronology of the discretionary approvals and related actions which occurred at regular meetings, and when requested, at special meetings of the Planning Commission and/or City Council since 2010.

CITY COUNCIL JANUARY 24, 2025
Minute Order 2025-06 NVRG Temporary Uses (Concerts) Memorandum of Understanding
CITY COUNCIL NOVEMBER 19, 2024
Resolution 2024-85 Lot 7 Vesting Tentative Subdivision Map (PL24-0012) PLANNING COMMISSION OCTOBER 24, 2024
Resolution 2024-13 Lot 7 Vesting Tentative Subdivision Map (PL24-0012) Resolution 2024-14 Lot 7 Vesting Design Permit (PL24-0013) PLANNING COMMISSION SEPTEMBER 26, 2024
Resolution 2024-11 Lot 8 Design Permit (PL24-0022)
PLANNING COMMISSION AUGUST 22, 2024
Resolution 2024-10 Watson Ranch Harvest Subdivision Capri Variance (PL24- 0019)
CITY COUNCIL MAY 21, 2024
Resolution 2024-43 Watson Ranch Lot 8 (Adjusted Parcel B) Final Map (PL22- 024)
CITY COUNCIL MAY 7, 2024
Resolution 2024-33 Watson Ranch Highway 29 Sewer Crossing CITY COUNCIL APRIL 16, 2024
Resolution 2024-30 Watson Ranch Harvest Lot 8 Subdivision (PL22-0024) PLANNING COMMISSION MARCH 28, 2024
Resolution 2024-07 Watson Ranch Harvest Lot 8 Subdivision (PL22-0024) CITY COUNCIL SEPTEMBER 5, 2023
Ordinance 2023-07 Watson Ranch Specific Plan Amendments (PL22-0023) CITY COUNCIL AUGUST 15, 2023
Resolution 2023-68 Watson Ranch General Plan Amendments (PL22-0023) Resolution 2023-70 Promontory Subdivision Map (PL22-0034) Resolution 2023-69 Napa Valley Ruins and Gardens Hotel and Condominium Tentative Subdivision Map (PL23-0007)
PLANNING COMMISSION JULY 27, 2023
Resolution 2023-11 Napa Valley Ruins and Gardens Hotel and Condominium Tentative Subdivision Map (PL23-0007)
Resolution 2023-12 Promontory Design Permit (PL22-0035) Resolution 2023-13 Promontory Vesting Tentative Subdivision (PL22-0034) OSATS COMMISSION JUNE 7, 2023
No action Watson Ranch Specific Plan Bike Plan Update (PL22-0023) PLANNING COMMISSION MAY 25, 2023
Resolution 2023-09 Watson Ranch General Plan and Specific Plan Update (PL22-0023)
Resolution 2023-08 Amphitheaters Conditional Use Permit (PL23-0009) PLANNING COMMISSION JANUARY 26, 2023
Resolution 2023-01 Napa Valley Ruins and Gardens Hotel at the Ruins Design Permit (PL22-0012)
CITY COUNCIL DECEMBER 7, 2021
500

Page 2 of 2 ends

American Canyon City CouncilOctober 21, 2025

American Canyon City Council
October 21, 2025