Rancho Cordova City Council
April 17, 2023

Final Bear Hollow Rendering
ITEM 18.1. ATTACHMENT 2

Additional Conditions of Approval
• Truck movements into, out of, and around the truck court of the project site, shall be prohibited between 10:00PM and 6:00AM.
• A new sound/screen wall will be installed at the end of Debina Court and applicant will pay fair share contribution.
• Project will include skylights as well as a roof that is designed to carry solar panels.
• Short and long term bicycle parking on-site.
• EV charging infrastructure upon construction and be EV ready as required by the California Building Code.
• Should the building, or a portion of the building, be leased to a use that requires refrigerated trucks, loading dock plugs shall be installed to minimize truck idling.

ITEM 18.1. ATTACHMENT 2

Additional Traffic Associated COA
Douglas 98
Cordova
Community
Pool
• Non-passenger and commercial vehicles utilize N. Mather (ingress and egress).
• Non-passenger and commercial vehicles shall not be permitted to use Bear Hollow north of the project site, Airpark Dr., Spoto Dr., Baroque Dr., or other residential neighborhood roads. • Right turn only signage to be added at the truck exits onto Bear Hollow.

ITEM 18.1. ATTACHMENT 2

Bulbouts COA
Douglas 98
Cordova
Community
Pool
ITEM 18.1. ATTACHMENT 2

Additional Conditions of Approval
• Provide adequate parking for trucks on
stand-by outside of loading and unloading
at the loading docks.
• To provide adequate infrastructure and
electrical capacity to prepare for future
zero-emission future goods movement
including EV charging for future zeroemission vehicles as well as electrical plugs at every dock station for refrigerated
trucks.
• Provide amenities for truck drivers with
restrooms, vending machines, and air
conditioning.
• Provide EV chargers for employee vehicles
as well as enlist the Hwy 50 TMA in
designing a rideshare and public
transportation programs for on-site
employees.
• Ensure on-site public address systems are
located and controlled so that noise levels
do not exceed 45 dba at property line.
• Project is required to utilize the use of
electric tools to the extent feasible including
heavy equipment tools and vehicles.
• Heavy equipment tools and vehicles not
powered by electricity are limited in the
amount of time they are able to idle.
• Daily sweeping required of streets during
construction along with the enforcement of
CA fugitive dust requirements for
construction sites.
• Adopt a formal truck routing plan designed to
ensure safe routes to school
• Designate specific spots for on-site
employee pick up and drop off.

ITEM 18.1. ATTACHMENT 2

Additional Conditions After March 6th
• Provide adequate parking for trucks on stand-by outside of loading and unloading at the loading docks.
• To provide adequate infrastructure and electrical capacity to prepare for future zero-emission future goods movement including EV charging for future zero-emission vehicles as well as electrical plugs at every dock station for refrigerated trucks.
• Provide amenities for truck drivers with restrooms, vending machines, and air conditioning. • Provide EV chargers for employee vehicles as well as design rideshare and public transportation programs for on-site employees.
• Ensure on-site public address systems are located and controlled so that noise levels do not exceed 45 dba at property line.
• Project is required to utilize the use of electric tools to the extent feasible including heavy equipment tools and vehicles.
• Heavy equipment tools and vehicles not powered by electricity are limited in the amount of time they are able to idle.
• Daily sweeping required of streets during construction along with the enforcement of CA fugitive dust requirements for construction sites.
• Adopt a formal truck routing plan designed to ensure safe routes to school • Designate specific spots for on-site employee pick up and drop off.

ITEM 18.1. ATTACHMENT 2

Project CEQA
• The project is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15183, Projects Consistent with a Community Plan, General Plan, or Zoning.
• The proposed project has been reviewed and determined to be in conformity with what was reviewed in the original EIR for the Zinfandel Special Planning Area and no further CEQA review is required.

ITEM 18.1. ATTACHMENT 2

City Council could do one of the following:

1. Motion to reconsider March 6th direction and alleged action.

2. Direct staff to return at a later City Council meeting with final action documents.

3. Direct the Applicant to make additional modifications to the proposed project.

Thank You
Questions?
ITEM 18.1.

Council Action
ATTACHMENT 2

DPML-58478\2752278.2
1331 N. California Blvd.

Suite 600
Walnut Creek, CA 94596
T 925 935 9400
F 925 933 4126
www.msrlegal.com
Arthur F. Coon
Direct Dial: 925 941 3233
[email protected]
Offices: Walnut Creek / San Francisco / Newport Beach
March 20, 2023

VIA E-MAIL
Honorable Mayor Budge, Vice Mayor Sander,
and City Councilmembers
City of Rancho Cordova
2729 Prospect Park Drive
Rancho Cordova, CA 95670
E-Mail: [email protected]
Re: Potential Litigation/Damages Regarding Bear Hollow
and Stone Creek Projects
Dear Mayor Budge, Vice Mayor Sander and City Councilmembers:

This office represents Dermody Properties (“Dermody”) with respect to its Major Design Review applications for two projects: (1) “Bear Hollow,” an approximately 155,077-square foot logistics center located northwest of the intersection of North Mather Boulevard and Bear Hollow Drive; and (2) “Stone Creek,” consisting of four light industrial warehouse buildings with accessory office space totaling approximately 602,004 square feet. Following the events that unfolded at the City Council meeting of March 6, 2023, specifically with regard to the Bear Hollow project but having obvious impact and implications for both projects, my client has requested that I clearly convey to you the likely legal ramifications of the course of action that the City Council has now made clear it will be pursuing.

As you have been advised in multiple communications by me, your staff, your City Attorney, and your “second opinion” outside counsel Hansen Bridgett, both in written documents and in in-person communications made at and outside of public meetings, the City lacks lawful discretion to reject either the Development Agreement (which remains valid and binding) or the projects. They are fully compliant with the Development Agreement, under which my client has fully vested rights. My client has, in good faith, engaged with the City at all levels—residents, staff, the City Manager, the City Attorney, and the City Council—to consider and respond to meaningful comments and feedback as to the projects’ designs, the only area under which the City has any legal authority over the projects. My client has made every reasonable effort to accommodate the stated concerns, while still maintaining its vested rights to proceed with the projects. Its efforts have, unfortunately, been met with delay, obfuscation, and now a patently illegal “outright denial” vote with respect to Bear Hollow, which can only be construed as a rejection ITEM 18.1. ATTACHMENT 3

Honorable Mayor Budge, Vice Mayor Sander, and City Councilmembers March 20, 2023

DPML-58478\2752278.2
of the Stone Creek project – which proposes the same by-right use – as well, as explained in our recently sent Development Agreement default notice with respect to that project.

As you have certainly been advised by your own legal counsel, the City Council’s continued unlawful treatment of Dermody’s projects inexorably leads to but one destination: a lawsuit, and one that will be far more expensive than the Council appears to understand. Accordingly, the purpose of this letter is to provide the Council with an admittedly rough, but realistic estimate of just how much taxpayer money it is proposing to spend by virtue of its unlawful rejection of projects that any rational person, including the City Attorney and the City’s specially-retained outside counsel, knows it must approve.

Before discussing specific numbers, however, I urge you all, again, to carefully read the very instructive appellate court opinion in Mammoth Lakes Land Acquisition, LLC v. Town of Mammoth Lakes (2010) 191 Cal.App.4th 435, which I have previously cited to you; a full copy of the decision is attached hereto for your convenient reference. Should you read it, you will note that the case bears striking and material similarities to the facts of the instant matter. Both entail a municipality intentionally and illegally thwarting the vested rights of a developer under a development agreement. In the Mammoth Lakes case, the Court of Appeal upheld a $30 million verdict against the Town of Mammoth Lakes based on its violation of the development agreement, and over $2 million in attorneys’ fees (which would not include the fees incurred in the appeal itself, likely pushing the total fee award north of $3 million). Thus, the decision resulted in some $33 million in liability for the Town, a judgment that unsurprisingly drove it into bankruptcy. (I have also attached a copy of the Town’s bankruptcy filing for your convenient reference.) And, of course, those dollar figures date from 2010; the dollar has been subject to approximately 37% inflation since 2010, making the Mammoth Lakes liability equivalent to over $45 million in today’s (2023) dollars.

Thus, while the high emotion, drama, and adrenalin of a contentious City Council meeting, driven by hyperbolic comments made in opposition to the Bear Hollow project, may have pushed the Council’s slim majority over the edge of rationality and irreversibly down the chosen path of an illegal rejection, it remains my faint hope that, in the cold, hard light of day, with the City’s potential liability for Dermody’s damages more pellucidly spelled out, the Council might reconsider its rash decision and instead approve the Projects as it is legally obligated to do.

Based on Dermody’s preliminary analysis of its damages, and without including attorneys’ fees, they would be approximately $59,900,000 in a scenario where five years of litigation are required to vindicate Dermody’s vested rights under the Development Agreement.

As noted, however, the above figure does do not include attorneys’ fees, and in addition to such damages, Dermody would also be entitled to recover its attorneys’ ITEM 18.1. ATTACHMENT 3

Honorable Mayor Budge, Vice Mayor Sander, and City Councilmembers March 20, 2023

DPML-58478\2752278.2
fees under section 8.13 of the Development Agreement. That figure appears likely to total somewhere in the vicinity of $1 million per year of litigation; assuming roughly five years to litigate the case through judgment and appeal, that would total some $5 million. Of course, the City will have additional expense in that it will have to pay its own outside counsel to defend the lawsuit, which would lead to another approximately $5 million in unrecoverable expense to the City.

All told, then, the City would be facing an ultimate liability of approximately $69.9 million in this case. Its fiscal year 2022-2023 general fund proposed budget totals $66 million; its fiscal year 2021-2022 general fund revenues totaled $65 million.1 The fact that the City is blithely courting an enormous litigation liability that significantly exceeds its annual budget, in a matter that its own legal counsel have undoubtedly advised it that it will most likely lose, is nothing short of astonishing and recklessly irresponsible – so much so that it is quite unprecedented in my more than thirty-five years of litigation experience.

As I’m sure you are also aware, the law also is clear that each member of the City Council owes the City and its citizens the duties of a fiduciary. (Lexin v. Superior Court (2010) 47 Cal.4th 1050, 1073; People v. Rizzo (2013) 214 Cal.App.4th 921, 950-951; City of Palm Springs v. Living Desert Reserve (1999) 70 Cal.App.4th 613, 630; Hobbs, Wall & Co. v. Moran (1930) 109 Cal.App. 316, 319.) It is axiomatic that the councilmembers thus have a duty to avoid wasting or squandering the City’s funds, many of which are paid in taxes by their constituents, who undoubtedly will expect that their tax monies will be spent on matters benefitting the entire City and its citizens. By refusing to approve the projects, as they are legally required to under the Development Agreement and Dermody’s vested rights thereunder, it appears to us that the City Council majority is purposely choosing to enmesh the City in years of litigation to no practical end, wasting tens of millions of dollars of taxpayer money in the process. As I have consistently done, I once again urge you to avoid this pointless and perilous (for the City) exercise, and to approve the projects, as you have been correctly advised that the law clearly requires.

While it may well turn out to be, this letter is not intended to be a vain effort; rather, it is our sincere hope that cooler heads will ultimately prevail and that litigation may be avoided while there is still a chance of that. Should that not occur, however, please be advised that it is absolutely certain that my client has ample means to and will vigorously defend and pursue its legal rights in litigation for as long as it takes to vindicate them. Nothing set forth in this letter is intended to, nor should it be construed to, limit or waive my client’s rights, all of which are hereby expressly reserved. The damages figures cited herein are at this point necessarily preliminary estimates and are not intended to cap or otherwise limit the damages to be sought in litigation or at trial, again, should the same become necessary. 1 https://stories.opengov.com/ranchocordovaca/published/T-yvgzL3u ITEM 18.1. ATTACHMENT 3

Honorable Mayor Budge, Vice Mayor Sander, and City Councilmembers March 20, 2023

DPML-58478\2752278.2
Thank you for your anticipated attention to these matters.

Very truly yours,

MILLER STARR REGALIA
Arthur F. Coon
AFC/mch:klw
w/encls.
cc: Micah Runner, City Manager (w/encls., [email protected]) Elizabeth Sparkman, Community Development Director,
(w/encls., [email protected])
Adam Lindgren, City Attorney (w/encls., [email protected]) City Clerk, City of Rancho Cordova (w/encls.,
[email protected])
George Condon, Dermody Properties ([email protected]) Matthew C. Henderson, Miller Starr Regalia
([email protected])
Bill Shiber, Miller Starr Regalia ([email protected]) Nadia L. Costa, Miller Starr Regalia ([email protected]) Travis A. Brooks, Miller Starr Regalia ([email protected]) ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 1 KeyCite Yellow Flag - Negative Treatment
Distinguished by Redondo Beach Waterfront, LLC v. City of Redondo Beach, Cal.App. 2 Dist., December 21, 2022
191 Cal.App.4th 435
Court of Appeal, Third District, California.

MAMMOTH LAKES LAND ACQUISITION,
LLC, Plaintiff and Respondent,
v.

TOWN OF MAMMOTH LAKES,
Defendant and Appellant.

No. C059239
|
Dec. 30, 2010.
|
Review Denied March 23, 2011.

Synopsis
Background: Developer brought action for damages against town for anticipatory breach of development agreement
after town refused to move forward with hotel/condominium project unless Federal Aviation Administration's (FAA)
objections to project could be resolved. The Superior Court, Mono County, No. 15954, Roger D. Randall, J., entered
judgment on jury verdict for developer and awarded it $30 million in damages in the form of lost profits. Town appealed.

Holdings: The Court of Appeal, Nicholson, J., held that:
[1] developer was not required to exhaust administrative remedies;
[2] FAA's objections to hotel/condominium project did not excuse town's performance of the agreement;
[3] town manager had authority to act on town's behalf when he refused to cooperate with developer; and
[4] evidence supported the lost profits damages award.

Affirmed.

West Headnotes (39)
[1] Zoning and Planning Conditions and
Agreements
Zoning and Planning Vested or property
rights
While, as a legislative act, a development
agreement can be disapproved by referendum,
an unchallenged development agreement is an
enforceable contract between the municipality
and the developer; depending on its terms, it may
create vested rights in the developer with respect
to land use. West's Ann.Cal.Gov.Code § 65865.
10 Cases that cite this headnote
[2] Zoning and Planning Conditions and
Agreements
The scope of development agreements need not
be limited to freezing land use rules, regulations,
and policies but can include other promises
between the municipality and the developer.

West's Ann.Cal.Gov.Code § 65864.
6 Cases that cite this headnote
[3] Administrative Law and
Procedure Exhaustion of Administrative
Remedies
Under doctrine of “exhaustion of administrative
remedies,” where an administrative remedy is
provided by statute, relief must be sought
from the administrative body and this remedy
exhausted before the courts will act; exhaustion
of the administrative remedy is a jurisdictional
prerequisite to resort to the courts.
1 Case that cites this headnote
[4] Municipal Corporations Rights and
Remedies of Contractors and Sureties Against
Municipality
Public Contracts Breach of contract by
government entity, rights on
ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 2 Developer could elect action for breach of
development agreement as its judicial remedy,
rather than having to proceed with an
administrative mandamus action, after town
refused to proceed with hotel/condominium
project due to Federal Aviation Administration's
(FAA) objections, which were not conditions
of agreement; determination of damages was
not available in administrative mandamus action,
and once developer gave notice of default and
town failed to cure the default, there was
no longer a proposed land use to adjudicate
in the town's quasi-judicial administrative
process, such that all that remained was factual
determination of whether town breached the
agreement and, if it did, what was the remedy.

West's Ann.Cal.C.C.P. § 1094.5.
[5] Trial Construction of writings
The interpretation of a written instrument, even
though it involves what might properly be called
questions of fact, is essentially a judicial function
to be exercised according to the generally
accepted canons of interpretation so that the
purposes of the instrument may be given effect.
[6] Evidence Construction, Interpretation, or
Application of Writings; Ambiguity
Extrinsic evidence is admissible to interpret a
written instrument, but not to give it meaning to
which it is not reasonably susceptible, and it is
the instrument itself that must be given effect.
1 Case that cites this headnote
[7] Trial Construction of writings
It is solely a judicial function to interpret a
written instrument unless the interpretation turns
upon the credibility of extrinsic evidence.
[8] Zoning and Planning Other particular
conditions or agreements
Federal Aviation Administration's (FAA)
objections to airport hotel/condominium project
did not excuse town's performance of
development agreement under provision in
agreement excusing default for delays in or
failures of performance due to governmental
restrictions imposed or mandated by other
governmental entities, given that town, by
making assurances to the FAA in exchange for
grant funding for its airport, caused the FAA
to express reservations concerning the project,
such that the FAA's restrictions were within the
reasonable control of the town.
1 Case that cites this headnote
[9] Zoning and Planning Hearing and trial in
general
Question of whether parties intended to include
town's grant assurances to Federal Aviation
Administration (FAA) when they agreed to
comply with FAA rules and regulations was
for jury in developer's action for anticipatory
breach of development agreement, even if FAA
assurances fell within broad definition of a “rule”
under the federal Administrative Procedures Act.
5 U.S.C.A. § 551(4).
[10] Zoning and Planning Other particular
conditions or agreements
In action against town for anticipatory breach
of development agreement, rules of contract
interpretation, rather than canons of statutory
interpretation, applied to interpret parties' intent
as to provision in agreement requiring parties to
comply with Federal Aviation Administration's
(FAA) rules; question concerning development
agreement did not concern validity of the
agreement as a legislative act of the town,
but instead presented question concerning the
interpretation of the agreement, and to that
question, the agreement was a contract between
the parties. West's Ann.Cal.Gov.Code § 65867.5.
6 Cases that cite this headnote
[11] Zoning and Planning Other particular
conditions or agreements
ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 3 Developer's acknowledgement of Federal
Aviation Administration's (FAA) funding and
participation in matching funding pursuant to
development agreement did not amount to
consent to FAA's restrictions or reservations that
town accepted in exchange for obtaining federal
funds under a grant for improvements to airport,
given that the town withheld from developer
knowledge of the FAA's reservations concerning
the agreement.
[12] Appeal and Error Entire record
Appeal and Error Jury as factfinder
below in general
When considering whether the evidence was
sufficient to support the jury's verdict, the Court
of Appeal reviews the entire record in the light
most favorable to the judgment to determine
whether there are sufficient facts, contradicted or
uncontradicted, to support the judgment.
14 Cases that cite this headnote
[13] Evidence Substantial Evidence
Substantial evidence is evidence that is
reasonable and credible.
9 Cases that cite this headnote
[14] Appeal and Error Jury as factfinder
below in general
In evaluating the sufficiency of the evidence to
support the jury's verdict, the Court of Appeal
accepts reasonable inferences in support of the
judgment and does not consider whether contrary
inferences may be made from the evidence.
12 Cases that cite this headnote
[15] Contracts Grounds of action
To recover on a cause of action for breach
of contract, the plaintiff must establish: (1)
the existence of a contract, (2) plaintiff's
performance or excuse for nonperformance, (3)
defendant's breach, and (4) damage to plaintiff as
a result of defendant's breach.
12 Cases that cite this headnote
[16] Contracts Acts constituting renunciation
and liabilities therefor
Anticipatory breach occurs when one of the
parties to a bilateral contract repudiates the
contract.
7 Cases that cite this headnote
[17] Contracts Acts constituting renunciation
and liabilities therefor
Repudiation of a bilateral contract based on
anticipatory breach may be express or implied;
an “express repudiation” is a clear, positive,
unequivocal refusal to perform, whereas an
“implied repudiation” results from conduct
where the promisor puts it out of his power to
perform so as to make substantial performance
of his promise impossible.
10 Cases that cite this headnote
[18] Contracts Renunciation
When a promisor repudiates a contract, the
injured party faces an election of remedies:
he can treat the repudiation as an anticipatory
breach and immediately seek damages for breach
of contract, thereby terminating the contractual
relation between the parties, or he can treat the
repudiation as an empty threat, wait until the
time for performance arrives and exercise his
remedies for actual breach if a breach does in
fact occur at such time; however, if the injured
party disregards the repudiation and treats the
contract as still in force, and the repudiation is
retracted prior to the time of performance, then
the repudiation is nullified and the injured party
is left with his remedies, if any, invocable at the
time of performance.
4 Cases that cite this headnote
[19] Contracts Acts constituting renunciation
and liabilities therefor
A party can breach, or break, a contract before
performance is required by clearly and positively
ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 4 indicating, by words or conduct, that they will
not or cannot meet a requirement of the contract,
or that they will not perform until additional
conditions not in the contract are met.
[20] Municipal Corporations Authority and
Powers
States Authority and Powers of Officers
and Agents, and Exercise Thereof
No government, whether state or local, is bound
to any extent by officer's acts in excess of his
authority.
[21] Public Employment Authority and Powers
One who deals with public officers stands
presumptively charged with full amount of
that officer's powers, and is bound at his
peril to ascertain extent of his powers to bind
government for which he is an officer, and any
act of officer to be valid must find express
authority in the law or be necessarily incidental
to power expressly granted.
[22] Municipal Corporations Mayor or other
chief executive
Town manager did not act in excess of official
authority when he refused to cooperate with
developer in moving along hotel/condominium
project, even though he failed to obtain vote
of town council; municipal code charged town
manager, as an executive officer, with the duty
to see that all franchises, contracts, permits and
privileges granted by the town council were
faithfully observed.
[23] Contracts Acts constituting renunciation
and liabilities therefor
If a party to a contract expressly or by implication
repudiates the contract before the time for his
or her performance has arrived, an anticipatory
breach is said to have occurred; the promisor has
engaged not only to perform under the contract,
but also not to repudiate his or her promise.
5 Cases that cite this headnote
[24] Contracts Acts constituting renunciation
and liabilities therefor
An express repudiation of a contract is a clear,
positive, unequivocal refusal to perform.
9 Cases that cite this headnote
[25] Contracts Acts constituting renunciation
and liabilities therefor
Annexing an unwarranted condition to an offer of
performance is a refusal to perform the contract.
2 Cases that cite this headnote
[26] Appeal and Error Actions on building
contracts and to enforce mechanics' liens
Town could not raise good-faith theory of
defense on appeal to claim that it repudiated
development agreement because town did not
proffer theory to jury.
[27] Municipal Corporations Evidence
Public Contracts Breach of contract
Evidence did not support town's claim that it
desired to comply with development agreement
in good faith as required to show that it
did not repudiate agreement for development
of hotel/condominium project such that an
anticipatory breach had occurred, where, at time
that town asserted it was acting in good faith by
being willing to abide by terms of agreement,
it was also actively working with Federal
Aviation Administration (FAA) to terminate the
developer's rights under agreement.
1 Case that cites this headnote
[28] Municipal Corporations Rights and
Remedies of Contractors and Sureties Against
Municipality
Public Contracts Cancellation or
termination of contract in general, rights of
contractors
ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 5 Town demonstrated its intention not to be bound
by the development agreement, as required to
support finding that it repudiated agreement, by
actively refusing to cooperate and seeking to
have the developer's rights terminated.
[29] Municipal Corporations Trial, judgment,
and review
Public Contracts Instructions
Instruction in anticipatory breach of contract
action, that “it is not an excuse to performance
of one contract that the party chose to perform
the other contract,” did not allow jury to base
a finding of contract repudiation on town's
formation of inconsistent contracts; instead, the
instruction merely informed the jury that a party
could not rely on its assent to one contract to
justify breach of another, inconsistent contract.
[30] Municipal Corporations Rights and
Remedies of Contractors and Sureties Against
Municipality
Public Contracts Breach of contract by
government entity, rights on
Letter professing town's willingness to work with
developer on Federal Aviation Administration's
(FAA) compliance assurances for federal grant
did not constitute a retraction of its earlier
repudiation of development agreement, such
that it was not in anticipatory breach of the
agreement; while town professed its willingness
to work with the developer on FAA compliance
issues, it did not offer to move forward with
the hotel/condominium project without first
resolving the FAA compliance issues.
1 Case that cites this headnote
[31] Appeal and Error Defects, objections, and
amendments
Issue of whether trial court erred by not
instructing jury on retraction of town's
repudiation of contract in anticipatory breach of
contract action was not required to be considered
on appeal, where argument was appended to
another argument.
2 Cases that cite this headnote
[32] Appeal and Error Evidence and Trial
Town forfeited review of issue of whether trial
court erred in anticipatory breach of contract
action by not instructing the jury on retraction
of town's repudiation of contract, given town's
failure to provide a citation to record to show
where town requested what it contended would
have been a proper instruction on retraction.
1 Case that cites this headnote
[33] Damages Breach of contract
Where prospective profits are the natural and
direct consequences of a breach of contract, they
may be recovered.
1 Case that cites this headnote
[34] Damages Loss of profits
Damages consisting of the loss of anticipated
profits need not be established with certainty;
it is sufficient that it be shown as a reasonable
probability that the profits would have been
earned except for the breach of the contract.
2 Cases that cite this headnote
[35] Appeal and Error Deference given to
lower court in general
Appeal and Error Setting aside verdict;
new trial
The Court of Appeal defers to the trial court's
factual determination when the court grants a
motion for new trial, not when the court denies
such a motion; when the court denies the motion,
the Court of Appeal will presume the jury's
verdict is correct.
3 Cases that cite this headnote
[36] Damages Loss of profits
Lost profits may be proved by means other
than the value given by a willing buyer; expert
testimony, alone, may be sufficient if it is
ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 6 supported by substantial evidence and is not
speculative.
[37] Damages Particular cases
Evidence Damages
Jury verdict awarding developer $30 million
in damages for lost profits as result of town's
anticipatory breach of development agreement
for hotel/condominium project was sufficiently
supported by expert testimony of certified
appraiser, as well as developer's part-owner;
using intentionally conservative assumptions
and accepted valuation principles, appraiser gave
project a current value of $37 million to $48
million, and part-owner, who was experienced
in developing, managing, and owning real estate
and had developed and redeveloped hotels,
estimated that the completed project could be
sold for $30 million to $40 million.
[38] Evidence Examination of Witness
In stating an opinion as to market value of his
property, landowner is bound by the same rules
of admissibility as is any other witness. West's
Ann.Cal.Evid.Code § 813.
1 Case that cites this headnote
[39] Appeal and Error Reply briefs
Town's argument that $30 million lost profits
damage award in developer's anticipatory breach
of contract action amounted to an invalid
forfeiture of taxpayer funds was forfeited on
appeal where issue was raised for first time in its
reply brief.
**802 APPEAL from a judgment of the Superior Court of
Mono County, Roger D. Randall, Judge. *
Affirmed.

Attorneys and Law Firms
Law Office of Peter E. Tracy and Peter E. Tracy, Bishop; Morrison & Foerster, Edgar B. Washburn, Maria Chedid,
Shaye Diveley, and Anton A. Ware, San Francisco, for
Defendant and Appellant.

Meyers, Nave, Riback, Silver & Wilson, Steven R. Meyers, Julia L. Bond, and Peter S. Hayes, Oakland, for League of California Cities and California State Association of Counties as Amici Curiae on behalf of Defendant and Appellant.

Quinn Emanuel Urquhart & Sullivan, Daniel L. Brockett,
John M. Pierce, Los Angeles, and Daniel H. Bromberg for Plaintiff and Respondent.

NICHOLSON, J.
*440 Defendant Town of Mammoth Lakes (the Town)
entered into a development agreement with Terrence Ballas to make improvements at the Town's airport and to build a hotel or condominium project at the airport. Ballas would initially lease the land for the hotel/condominium project but would later have the option to purchase it. Plaintiff Mammoth Lakes Land Acquisition, LLC (Developer), later acquired from Ballas the right to build the hotel or condominium project.

The Town eventually changed its priorities and no longer wanted the hotel/condominium project. The Town sought
help from the Federal Aviation Administration (FAA)
to eliminate the Developer's ability to build the hotel/ condominium project. The FAA objected to the hotel/
condominium project and threatened to cut off federal funding for the airport. However, the Developer demanded that the Town move forward with the hotel/condominium project
as contemplated in the development agreement. Despite the demand, the Town refused to move forward unless the parties could resolve the FAA's objections.

Claiming the Town repudiated the development agreement, the Developer sued the Town for anticipatory breach
of contract. A jury found that the Town breached the
development agreement and awarded $30 million in damages to the Developer. Later, the trial court awarded $2,361,130 in attorney fees to the Developer.

On appeal, the Town contends that the judgment must be
reversed because (1) the Developer could not recover in a breach of contract cause of action because it failed to exhaust its administrative remedies, (2) even if contract remedies are available, three clauses of the development agreement give the *441 Town a complete defense, (3) the Developer failed to establish a repudiation of the development agreement, (4) ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 7 the evidence of damages was too speculative to support the verdict, and (5) the attorney fees award must be reversed along with the judgment. None of the Town's contentions has merit.

The Developer was not restricted to pursuing the
administrative remedies available through the Town's land use application process because the Town violated the
development agreement by refusing to move forward with
the hotel/condominium project unless the FAA's objections were resolved. Therefore, the judicial remedy is a breach of contract action based on the Town's executive decision not **803 to move forward as required by a contract, not an administrative mandamus action to review a quasi-judicial decision of the Town concerning a land use application. Also, a breach of contract action is appropriate because damages for anticipatory breach of the development agreement are not available in an administrative mandamus action.

With respect to the defenses asserted by the Town based on the language of the development agreement, none requires reversal of the judgment. A clause excusing performance of the development agreement because of governmental
restrictions is unhelpful to the Town because those restrictions were under the Town's control. Another clause requiring the parties to comply with the rules and regulations of the FAA did not excuse the Town from performing on the
development agreement because the FAA's objections were based on grant assurances made by the Town to obtain FAA funding, not on FAA rules or regulations. And the third clause is likewise unhelpful to the Town. It required the Developer to provide funds matching the FAA's funding. Contrary to the Town's assertion, providing matching funds did not signal the Developer's consent to the FAA restrictions because the evidence established that the Developer neither knew nor ought to have known about the restrictions when providing the matching funds.

The Town asserts that the Developer failed to establish a breach of the development agreement because (A) the
Developer failed to establish a breach attributable to
the Town; (B) the evidence was insufficient to establish repudiation; (C) the purchase option for the land under the hotel/condominium project was a unilateral contract not yet ripe for breach; and (D) the Town retracted any repudiation.

The Developer established a breach attributable to the Town by evidence of the actions of town officials, acting within their authority. Those actions constituted repudiation of the development agreement because they insisted on resolution of the FAA's objections before moving forward with the
development agreement, which resolution was not a condition for performance in the development agreement. Although the development agreement included a purchase option for the land under the hotel/condominium project, the breach was of the development agreement, *442 which was not a unilateral contract. And, despite the claims of town officials that they were willing to move forward with the hotel/condominium project, their actions established that they did not retract the repudiation of the development agreement.

The evidence of damages in the form of lost profits came from three sources: an experienced appraiser of hotel and resort projects, one of the investors in the Developer, and the town manager. Considering the evidence in the light most favorable to the verdict, the evidence of damages was not too speculative to support the $30 million damages award.

And finally, the Town's contention that the award of attorney fees must be reversed is without merit because the Town's sole argument for reversal of the attorney fees award is that it was based on the Developer's status as the prevailing party. The award of attorney fees is valid because we do not reverse the judgment and the Developer remains the prevailing party.

We affirm the judgment and the award of attorney fees.

HISTORY OF DEVELOPMENT AGREEMENTS
A development agreement is a statutorily-authorized
agreement between a municipal government (here, the
Town) and a **804 property owner for the development
of the property. (Gov.Code, § 65865, subd. (a).) One
of the main components of a development agreement is
a provision freezing the municipality's rules, regulations, and policies governing permitted uses of land and density of the land use, as well as standards and specifications for design, improvement, and construction. (Gov.Code, § 65866.) This provision allows a developer to make longterm plans for development without risking future changes in the municipality's land use rules, regulations, and policies. ( Santa Margarita Area Residents Together v. San Luis
Obispo County Bd. of Supervisors (2000) 84 Cal.App.4th 221, 227, 100 Cal.Rptr.2d 740 (SMART ).)
[1] The development agreement must be approved by
ordinance and is, therefore, a “legislative act.” (Gov.Code, § 65867.5, subd. (a).) Because the development agreement ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 8 is approved by ordinance, it is subject to referendum, which allows the electorate to overturn approval of the agreement. (Ibid.) While, as a legislative act, a development agreement can be disapproved by referendum, an unchallenged
development agreement is an enforceable contract between the municipality and the developer. Depending on its terms, it may create vested rights in the Developer with respect to land use. (See SMART, supra, 84 Cal.App.4th at p.
230, 100 Cal.Rptr.2d 740 [development agreement creates commitments to developers].)
*443 After approval by ordinance, the development
agreement is enforceable despite subsequent changes in the municipality's land use laws. (Gov.Code, § 65865.4.) The development agreement may be amended or cancelled only
by mutual consent of the parties to the agreement. (Gov.Code, § 65868.)
The Legislature enacted the development agreement statutes in response to the California Supreme Court's jurisprudence on vested rights.

Before 1976, developers in California faced changes in
land use laws and policies during the course of longterm development of property. When a change in the land use laws and policies interfered with development already initiated, some developers argued that they had a “vested right” to complete the development despite the changes in the land use laws and policies. It was “the rule in this state and in other jurisdictions that if a property owner has performed substantial work and incurred substantial liabilities in good faith reliance upon a permit issued by the government, he acquires a vested right to complete
construction in accordance with the terms of the permit. [Citations.]” ( Avco Community Developers, Inc. v. South Coast Regional Com. (1976) 17 Cal.3d 785, 791, 132
Cal.Rptr. 386, 553 P.2d 546 (Avco ).)
In 1976, the California Supreme Court, in Avco, decided that no right to complete the work vested until the developer obtained a building permit, even if the developer had already performed substantial work and incurred substantial liabilities on the project. ( Avco, supra, 17 Cal.3d at p. 793, 132 Cal.Rptr. 386, 553 P.2d 546.) The court noted that any change in this common law principle would have to come from the Legislature. ( Id. at p. 796, 132 Cal.Rptr. 386, 553 P.2d 546.)
In 1979, the Legislature's enactment of the development agreement statutes provided a way for the municipality and developer to depart from the common law rule of vested
rights. The Legislature declared that “[t]he lack of certainty in the approval of development projects can result in a waste of resources, escalate the cost of housing and other development to the consumer, and discourage investment in and commitment to comprehensive planning **805 which
would make maximum efficient utilization of resources at the least economic cost to the public.” (Gov.Code, § 65864, subd. (a).)
[2] The Legislature recognized that the newly-authorized development agreements would provide benefits for both
municipality and developer. The agreements allowed the
developer to proceed with a project with the assurance that the project would be approved based on rules, regulations, and policies existing at the time the development agreement was approved, even if those rules, regulations, and policies changed over the course of the development project.
(Gov.Code, § 65864, subd. (b).) In 1984, the Legislature added a declaration that development agreements would
also allow *444 municipalities to extract promises from the developers concerning financing and construction of necessary infrastructure. (Gov.Code, § 65864, subd. (c); Stats.1984, ch. 143, § 1, p. 431.) This declaration makes it clear that the scope of development agreements need not be limited to freezing land use rules, regulations, and policies but can include other promises between the municipality and the developer. Thus, a legislatively-approved development agreement gives both parties vested contractual rights.

FACTS1
The Town's Acquisition of Airport and FAA Funding
The Town took over operation of the Mammoth Lakes Airport (later known as the Mammoth–Yosemite Airport) in 1991 and annexed the property in 1995. The Town desired to improve the airport to host commercial air service to enhance the Town's appeal as a destination for visitors.

Beginning in 1992, the Town received grants from the FAA under the Airport Improvement Program. As a condition for receiving these federal funds, the Town made assurances to the FAA that it would meet any conditions placed on the funding by the FAA. These grant assurances were made part of the funding agreements. One of the assurances made by the Town to the FAA was that the Town would not sell or ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 9 lease any part of the airport property without approval from the FAA.

Proposed Development Agreement
In 1997, the Town proposed to enter into a Development
Agreement with Terrence Ballas, who had experience in
airport development.

The recitals at the beginning of the proposed Development Agreement stated the Town's purposes and goals: “[The]
Town has determined that a first-class Airport operation, including an efficient fixed base operation, increased hangar space, modern fuel facilities, a hotel or condominium or residential condominium and related amenities, and space for recreational *445 vehicles, will benefit the economy of the Mammoth Lakes area and promote the goals set **806
forth in the applicable vision statements, adopted by the Town, including the goal of becoming a year around [sic ] destination resort.” The recitals also stated: “[The] Town has further determined that the interests of its tax paying [sic ] citizenry can best be served by providing for the funding of Airport operations and development through private capital rather than taxpayer funds, where reasonably possible, and through the privatization of certain services provided at or in connection with the Airport.”
The Development Agreement addressed the procedure upon
default of one of the parties. It stated: “Failure by either party to perform any material term or provision of this Agreement for a period of thirty (30) days after delivery of written notice of default from the other party shall constitute a default under this Agreement.” Upon the offending party's failure to cure the default, the Development Agreement allowed the offended party to “institute legal action against the party in default....”
Under the Development Agreement, Ballas agreed to make
improvements to the airport at his own expense, including construction of hangars, a gas storage building, and a
terminal, as well as remodeling of an existing terminal. These improvements were designated as Phase I. In Phase II of the airport development, Ballas would, again at his own expense, build a restaurant building, a gasoline station, and a recreational vehicle park.

As part of Phase I, the Development Agreement allowed
Ballas to build a hotel or condominium project (which came to be known as the Hot Creek Project), described in the Development Agreement as “time share or similar units,
hotel or residential condominium, or a commercial lodging facility for transient guests of a minimum stay of sixty (60) units to be constructed by Developer.” In later phases of the development, Ballas would be allowed to build additional hotel or condominium facilities to a maximum of 250
total hotel or condominium units. The hotel/condominium project was to be built on a 26–acre parcel, adjacent to the aeronautical services. In 2027, Ballas would have an option to purchase that parcel. The construction and operation of the hotel/condominium project was a material part of the consideration for the Development Agreement.

The option to purchase the parcel made the Development
Agreement economically feasible for Ballas. He would make the improvements and build the hotel or condominiums,
initially leasing the land from the Town, then exercising the option to purchase the land.

The Development Agreement required the Town to act
reasonably in moving the project along. It stated: “Town and its agents, employees and *446 contractors shall
exercise any discretionary approvals applicable to the Project reasonably, in good faith, and in a timely manner.”
The Development Agreement incorporated other documents, such as a commercial development plan and leases. In the lease of the land for the hotel/condominium project, the Town warranted that “it has title to the premises free and clear of liens and encumbrances, that it has the right and power to enter into this lease, and that this lease is made pursuant to the powers vested in [the Town] by laws of the State of California.”
Events Leading to Signing of Development Agreement
Before the Town entered into the Development Agreement
with Ballas, it sought approval from the FAA for the
agreement. William Manning, the Town's airport director, **807 sent correspondence to the FAA with details of the Development Agreement and the accompanying leases. The
FAA responded by fax: “We need to review ‘options'; 55 yr lease creates problems with FAA policy....” The response also stated: “Under current FAA policy and procedure guidance a release of all federal obligations which encumber the property must be obtained from the FAA prior to the notice to sell/ purchase the property. The FAA should be given a copy of the option contract for review and comment prior to recording the document.”
ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 10 The town council approved the Development Agreement by
ordinance. After the town council's approval, Ballas and the Town's mayor pro tem signed the Development Agreement on August 21, 1997, just nine days after the FAA made known to the Town its reservations concerning the Development Agreement.

While the Town claimed that the Town's airport director discussed the FAA's concerns with Ballas, Ballas testified that the Town did not disclose to him the FAA's concerns about the Development Agreement until seven years later. On appeal, the jury is deemed to have credited Ballas's testimony in this regard. ( Garlock Sealing Technologies, LLC v. NAK Sealing Technologies Corp. (2007) 148 Cal.App.4th 937, 951, 56 Cal.Rptr.3d 177.)
The Town also did not contact the FAA to discuss its concerns.

The Town's airport manager testified: “I believed that [the FAA representative's] form of correspondence was ridiculous.

If he had issues or comments that he wanted me to deal
with, I believe he would have sent me a formal FAA letter.

We correspond regularly with the FAA. This—the fax notes were highly irregular. I just felt like it wasn't an official correspondence and I wasn't obligated to respond to it.” After signing the Development Agreement, Ballas assigned his interest in the Development Agreement to various other entities. He assigned his right to *447 develop, market, and sell the hotel/condominium project to Mammoth Lakes Land Acquisition, LLC, the plaintiff in this case. Ballas retained a substantial interest in the limited liability company.

The plaintiff, Mammoth Lakes Land Acquisition, LLC, is also known as the Hot Creek Developer. We refer to the plaintiff in this opinion as the Developer.

Phase I Improvements
As part of Phase I of the Development Agreement and
within three years of signing the Development Agreement, the Developer spent $15 million to $17 million on improvements to the airport. It built hangars, renovated an existing terminal, and installed a new fueling system and water supply system.

The Developer also took over the airport's general aviation operations.

Hotel/Condominium Complex
In 2000, after the airport improvements had been made
and were in operation, the Developer formulated and
submitted to the Town an application with a plan for the hotel/condominium project. The plan included residential condominiums. In 2002, Town staff raised objections to the plan because it reflected a residential orientation instead of one promoting services to visitors. Town staff urged the Developer to withdraw the application, which the Developer refused to do.

The Developer's application was placed on the agenda for a Town planning commission meeting with a recommendation
from staff to deny the application. Even though the
Development Agreement allowed residential condominiums, Town **808 staff stated that the plan was “inconsisten[t] with entitlements that have been granted to the applicant under the terms of a Development Agreement, and with
zoning regulations applicable to the property.” In light of the negative recommendation from Town staff and an assurance from staff that they would negotiate with the Developer concerning the hotel/condominium project, the Developer agreed to withdraw the application from consideration at the planning commission meeting.

After the Developer's application had been withdrawn from consideration at the planning commission meeting, the
Town's community development director sent Ballas a letter on April 1, 2002, about five years after the signing of the Development Agreement, apologizing for the delay in processing the application and recognizing the Developer's right to construct a residential condominium project under the Development Agreement. The letter continued: “Since signing the Development Agreement in 1997, major changes in *448 the Town's economic climate have occurred;
commercial air service is on the horizon, housing prices have increased significantly, and the village is under construction with commercial tenants selected. With these factors in mind, the Town believes that an opportunity exists in
a modified plan for a centralized hotel or condominium
facility for transient guests surrounded by uses such as residential condominiums which are designed and located to conveniently utilize the resorts [sic ] amenities and to participate in a visitor rental program at the individual owner's desire. We believe that this type of project will be beneficial financially to both the Town and the developer.”
At the suggestion of Town staff, the Developer worked with Town staff to revamp the plan to have multiple owners of each condominium with a hospitality company to manage the joint ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 11 ownership and rent out the units when the owners were not occupying them. In 2004, the Developer submitted a revised plan to Town staff for informal review. The plan, however, was never submitted formally to the Town for approval.

FAA Objections and Town's Change of Priorities
In 1999, the Town began working to get commercial air
service into the airport. The FAA approved an environmental assessment in 2000, which concluded that the commercial air service, and the associated improvements to the airport, would not have significant environmental impacts. However, this assessment was overturned by a federal court. (California v. U.S. Dept. of Transp. (N.D.Cal.2003) 260 F.Supp.2d 969.) In response to this loss in federal court, the FAA reevaluated the hotel/condominium project and concluded that it had not been adequately subjected to environmental review.

In 2004, the FAA took the position that the grant assurances given by the Town required the Town to obtain the consent of the FAA before executing a lease to use airport property for anything other than an aeronautical use. The FAA asserted that it had not given consent for the nonaeronautical use of the airport property to build a hotel/condominium project. The Town resisted this position, stating that the FAA had approved the entire project, including the nonaeronautical uses, in 1998.

Nonetheless, the FAA informed the Town that it could either have expanded air service or the hotel/condominium project, but not both.

Soon after this exchange between the FAA and the Town,
the Town changed its position with respect to the hotel/ condominium project. In early May 2004, deputy town
manager Charles Long told the **809 Developer that
the hotel/condominium project was the Town's top priority.

However, later the same month, Long stated that expanded air service had become the Town's top priority. Robert Clark, who was hired as town manager in June 2004, *449 testified that the town council “shared [the] sentiment” that expanded air service was a higher priority than the hotel/condominium project.

In light of the change in the Town's position, the Developer began to feel less secure in its relationship with the Town.

The Developer informed the Town that it was taking a
“time-out” from the discussion of issues arising from the Development Agreement and would not be attending any
meetings concerning the issues. The proposed length of the “time-out” was not stated.

On June 28, 2004, Town officials, including deputy town manager Long, met with officials of the FAA. Long told the FAA officials that the Developer's option to purchase the hotel/condominium project was inconsistent with the Town's goals. Long said that the hotel/condominium project might never be built. He asked the FAA to help the Town “get rid of Hot Creek,” referring to the hotel/condominium project, because it interfered with expanded air service. To obtain the FAA's assistance in stopping the hotel/condominium project, Long asked the FAA to put in writing its objections based upon the grant assurances given to the FAA by the Town.

On June 29, 2004, the day after the meeting with the FAA, deputy town manager Long sent an e-mail to the Developer.

Because the Developer relies heavily on the e-mail to support its repudiation argument, we quote the pertinent part of the email here:
“The FAA is primarily concerned about two issues for
your project: First, the compliance issues remain paramount.

They are concerned that the airport will run out of land for aeronautical purposes as a result of the land used by the non-aeronautical uses your project represents. They are also concerned about the purchase option. And finally they are concerned about whether the airport has enough land to accommodate competing FBOs [fixed base operators]....

The FAA intends to send us a specific itemization of these compliance concerns in the next few weeks. Until these issues are resolved, we will be unable to move forward with your project.
“Second, the FAA is concerned that your currently
proposed development plan differs significantly from the specifications in the [Development Agreement] and needs NEPA [National Environmental Policy Act] review since it occurs coterminously with the EIS [environmental impact statement] on the airport expansion. This difference in project scope applies to CEQA [California Environmental Quality Act], as the attached CEQA analysis makes clear. For the Town to move forward with your project we will need to
conduct an Initial Study and to work with you to bring your project within the parameters of a possible Mitigated Negative Declaration.
“On both issues we are ready to work with you when you reenter the process.” *450 The Developer, through Ray Johnson, one of the
principals, responded on July 1, 2004, with a letter to ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 12 Robert Clark, the town manager, seeking clarification of Long's e-mail and requesting assurances that the Town would proceed with the Development Agreement. Clark responded that the Town and the Developer “need to resolve the
FAA compliance issues as a pre-requisite to ... knowing whether [the hotel/condominium project] complies with FAA regulations. The need for the project **810 to comply with FAA review requirements is specifically noted in Section 26 of the lease. The Town is ready to proceed working with you and the FAA to resolve the compliance concerns that exist at FAA on your project.”
Through counsel, the Developer replied to Clark's letter on August 10, 2004. Counsel stated that “Clark and Long as authorized agents of the Town, now appear to believe that the Town may freely disregard the express terms of the Development Agreement and withhold approvals and
other cooperation required by that Agreement to enable
Hot Creek to proceed with its entitled development. As
is more fully discussed hereafter, it is also apparent that the Town has affirmatively taken actions which threaten to directly undermine Hot Creek's prior contractual and statutory rights and promote other, more recent interests, such as the proposed expansion of commercial air service operations at the Airport.”
On October 4, 2004, the FAA sent the Town a letter
stating its concerns about grant assurances and raising objections to the residential nature of the hotel/condominium project. The letter stated: “We are concerned that the
Town may be in violation of various [Airport Improvement Program] Grant Assurances, a situation that resulted from the Town executing a Development Agreement with Hot
Creek Aviation. This situation will further aggravate if the Town proceeds to execute leases with Hot Creek Aviation for certain planned nonaeronautical development [at the airport].” (Internal fn. omitted.) The FAA informed the Town:
“The Town has an obligation to act in accordance with
the Airport Improvement Program (AIP) Grant Assurances.

The Town needs to determine whether the proposed Hot
Creek development is consistent with the Town initiative to extend the runway and expand the airfield infrastructure to accommodate commercial service by Boeing 757 type
aircraft.” (Internal fn. omitted.) The FAA informed the Town that its federal funding was in jeopardy.

In correspondence with the Developer, Town officials
professed willingness to work with the Developer to resolve the FAA issues. However, in private, the mood was not
cooperative. Taking notes in a meeting of town officials discussing the October 4 FAA letter, an assistant town
manager wrote: “Hammer Hot Creek—we will not approve
an inconsistent project and we will renegotiate land disposal.” *451 Town's Default
On February 7, 2005, the Developer served the Town with a notice of default under the Development Agreement. The notice demanded that the Town terminate its efforts to
obtain federal funding for expansion inconsistent with the Development Agreement. The Town and Developer agreed
to toll the notice of default while further negotiations were held. Although some progress was made, the FAA continued to insist that (1) the hotel/condominium project could not be used for permanent residences and (2) the purchase option was unacceptable because it might hinder future airport use of the land.

Town manager Clark said to the FAA in a September 2005 email: “Our lease contains an option for Hot Creek to purchase land under their condo hotel. I have advised them of the FAA's objection to the clause and asked to renegotiate. They indicate a very reluctant willingness to do so, but only when they have certainty as to their development rights and timing (which neither you nor I can deliver at this stage). I believe that the FAA and Town need to jointly investigate (with our respective legal counsels) what means we **811 have to unilaterally eliminate this clause, along with the legal and financial implications of doing so.” (Underscoring in original.)
Also in September 2005, town manager Clark sent an e-mail to other town staff discussing “alternatives to eliminate the Hot Creek option.” Two of the alternatives presented were to (1) seek declaratory relief in state or federal court or (2) condemn the purchase option and compensate the Developer.

Concerning the value of the hotel/condominium purchase
option, Clark stated: “Hot Creek estimates the market value of their project at $400 million, which is $1.6 million per unit based on fractional ownership, and the value of the option at 5% of sales price [$20 million]. Even if the value is half that amount it would cost $10 million to acquire the option through negotiation. They offered to have a mutually agreeable expert determine the value. [¶] Since we don't have $10 to $20 million in spare change I am trying to come up with some other way to compensate Hot Creek.” The Town
did not pursue the eminent domain option.

ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 13 In August 2006, town manager Clark informed the Developer that the town council's position was that the hotel/
condominium project could not move forward until the
FAA issues were resolved. The Developer's representative suggested that the Town could go forward with the hotel/ condominium project under the Development Agreement
and deal later with any FAA fallout, such as termination of funding from the FAA. Clark responded that the town
council would not do that because it might derail approval of the expanded air service, which was very important to the council.
*452 From the time Clark became the town manager in
2004, through 2006, Clark met in closed sessions many times with the town council concerning the issues arising from the Development Agreement. No councilmember ever told
Clark that his actions or Long's actions were not authorized by the town council. Clark believed that all actions he took concerning the issues arising from the Development Agreement were either within his authority as town manager or with the authorization of the town council.

PROCEDURE
The Developer filed a civil claim with the Town on September 1, 2006, for breach of the Development Agreement, asserting it had been damaged “in an amount not less than $150
million.” After the Town rejected the claim, the Developer sued the Town, alleging a breach of contract cause of
action. As remedies, the Developer sought damages, specific performance, and injunctive relief. Later, the Developer added a prayer for declaratory relief.

The Town demurred to the Developer's complaint. It asserted that, among other things, the Developer failed to exhaust administrative and judicial remedies pursuant to Code of Civil Procedure section 1094.5. The trial court overruled the demurrer.

The Town filed a motion for summary judgment. It argued, among other things, that the grant assurances made by the Town to the FAA were rules and regulations of the FAA as a matter of law and, therefore, the Development Agreement required compliance with the grant assurances. The trial court rejected this reasoning and concluded that whether the grant assurances were rules and regulations of the FAA was a
factual matter to be submitted to the jury.

The Developer abandoned its prayers for specific
performance and declaratory relief, so the action went to a jury trial on the Developer's claim for damages as a **812 result of the Town's anticipatory breach of the Development Agreement.

The trial court instructed the jury concerning the breach of contract cause of action as follows:
“This case involves a dispute between the Town and the Hot Creek Developers. This is a breach of contract case arising out of a Development Agreement and a series of leases between the Town and the Hot Creek Developers that were executed in August of 1997. Generally speaking, the contract required the Hot Creek Developers to construct a series of improvements at the Mammoth–Yosemite Airport. In return, the Hot Creek *453 Developers received among other things the right to build and operate a hotel and residential condominium project on approximately 25 acres of land at the Airport and an option to purchase those 25 acres.
“The dispute in this case centers around whether the Town has breached the contract by refusing to allow the Hot Creek Developers to actually construct the hotel and residential condominium project. The Town denies that it has breached the agreement and maintains it stands ready to perform the contract. Your job as the jury is to resolve various factual disputes between the Hot Creek Developers and the Town
as to what the parties intended when they agreed to certain contractual provisions, and various factual disputes as to whether a breach of contract has in fact occurred. In doing so, you will reach a conclusion as to whether or not the Town has breached the contract.”
By special verdict, the jury found that (1) the Town and the Developer entered into a contract, (2) the Developer met all, or substantially all, its obligations under the contract, (3) the Town failed to perform under the contract or added extracontractual conditions to its performance, (4) the Developer did not waive the Town's failure to perform, and (5) the Town's failure to perform damaged the Developer. The jury set the amount of damages at $30 million.

On the Developer's motion, the trial court awarded the
Developer $2,361,130 in attorney fees.

DISCUSSION
ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 14 I
Availability of Contract Action
The Town contends that the trial court erred by allowing the Developer to proceed with a contract action. The Town argues that the Developer was required to engage and exhaust the Town's administrative process before seeking judicial remedies. Based on this argument, the Town asserts that (1) the Developer's action is unripe because the Developer has not engaged and exhausted the available administrative process and (2), when the claim ripens, a petition for writ of administrative mandamus will be the exclusive judicial remedy.

The Town attempts to narrow the issue in its favor.

Quoting selectively from the complaint, it states that the Developer's allegation is that “the Town ‘failed and refused to ... approve’ the Developer's application for a *454
conditional use permit and subdivision map for the hotel/ condominium project.” If the dispute is simply about the failure to approve a conditional use permit and subdivision map, then it would appear that administrative mandamus is the remedy. However, the very paragraph of the complaint from which the quote is taken also contains six other
allegations supporting the breach of contract **813 cause of action. 2 As the Developer notes in response to the
Town's argument, the theory presented to the jury was
whether the Town breached the Development Agreement
by refusing to proceed with the hotel/condominium project despite the FAA's objections to the project. Accordingly, we consider whether the anticipatory breach of the Development Agreement by the Town's refusal to proceed with the hotel/ condominium project is unripe for judicial review because the Developer failed to exhaust administrative remedies.

The Town contends that the Developer could not file
a complaint in court and thereby avoid the Town's
administrative process for approving or rejecting land use applications. The contention is without merit because there was nothing for the Town's administrative process to
adjudicate.
[3] “This is the doctrine of ‘exhaustion of administrative remedies.’ In brief, the rule is that where an administrative remedy is provided by statute, relief must be sought
from the administrative body and this remedy exhausted
before the courts will act.” ( Abelleira v. District Court of Appeal (1941) 17 Cal.2d 280, 292, 109 P.2d 942.)
“[E]xhaustion of the administrative remedy is a jurisdictional prerequisite to resort to the courts.” ( Id. at p. 293, 109 P.2d 942.) However, “[t]he exhaustion of administrative remedies doctrine has never applied where there is no
available administrative remedy. [Citations.]” ( Tahoe
Vista Concerned Citizens v. County of Placer (2000) 81
Cal.App.4th 577, 590, 96 Cal.Rptr.2d 880.)
[4] *455 Here, there was no remedy available to the
Developer in the administrative process. The Town concedes that relief pursuant to administrative mandamus would have been limited to a writ vacating a final decision by the town council on a land use application and that damages would not be available in such an action. However, once the Developer gave notice of default and the Town failed to cure the
default, there was no longer a proposed land use to adjudicate in the Town's quasi-judicial administrative process. At that point, all that remained was to determine whether the Town breached the Development Agreement and, if it did, what was the remedy. No administrative remedy would have sufficed. ( Tahoe Vista Concerned Citizens v. County of Placer,
supra, 81 Cal.App.4th at p. 590, 96 Cal.Rptr.2d 880.)
The Town cites two cases in support of its contention that the Developer failed to **814 exhaust administrative remedies.

Both are distinguishable.

The first case cited by the Town is Legacy Group v.

City of Wasco (2003) 106 Cal.App.4th 1305, 131 Cal.Rptr.2d 460 (Legacy Group ). In Legacy Group, a developer and a municipality entered into development agreements, as well as an agreement for the municipality to purchase infrastructure constructed by the developer. When the municipality stopped purchasing the infrastructure, the developer sued, asserting breach of contract, among other causes of action. The trial court entered judgment in favor of the municipality, finding that the action was barred by the statute of limitations applicable to actions implicating the Subdivision Map Act. ( Id. at pp. 1307–1310, 131 Cal.Rptr.2d 460.) In the
published portion of the opinion on appeal, the court
concluded that most of the allegations in the complaint did not implicate the Subdivision Map Act; therefore, the longer statute of limitations for contracts was applicable. The court stated: “[W]e are reluctant to extend [the Subdivision Map Act statute of limitations] to breach of contract claims unless ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 15 the gravamen of the claim concerns acts that could have been challenged as a violation of the [Subdivision Map
Act].” ( Id. at p. 1313, 131 Cal.Rptr.2d 460.) Applying this holding, the court found that only one of the developer's breach of contract claims was subject to the shorter limitations period because the acts complained of “could have been
challenged under the [Subdivision Map Act]....” ( Id. at p. 1314, 131 Cal.Rptr.2d 460.)
Citing Legacy Group, the Town states: “The Developer's
challenge to the Town's alleged failure and refusal to grant such discretionary approvals, even though pled as breach of contract, remained subject to the administrative exhaustion requirement and other restrictions on judicial relief applicable to such challenges.”
The Town's argument relying on Legacy Group is unavailing for two reasons. First, it is premised upon the suggestion that the Developer's action *456 is all about the Town's failure to approve the Developer's land use application. We have already rejected that suggestion; therefore, attacking it does not show error as to the actual breach of contract allegations tried to the jury. And second, the Town's argument does not explain how the Developer, through the administrative process, could obtain the damages sought for the Town's breach of contract. Instead, as noted, the Town argues that those damages are unavailable.

The second case cited by the Town is Subriar v. City
of Bakersfield (1976) 59 Cal.App.3d 175, 130 Cal.Rptr.
853 (Subriar ). In Subriar, the plaintiff claimed that the municipality's requirements for obtaining a permit to operate an ambulance business were unconstitutional. The trial
court agreed and granted a permanent injunction against enforcement of the ordinance. ( Id. at pp. 180–181, 130 Cal.Rptr. 853.) The appellate court, however, concluded that the plaintiff failed to exhaust his administrative remedies because, after the city manager failed to act on the permit, the plaintiff did not appeal to the city council to overturn the city manager's action. ( Id. at p. 191, 130 Cal.Rptr. 853.)
Subriar is distinguishable because an appeal to the town council could have resulted in issuance of the permit that the plaintiff sought. Here, engaging and exhausting the administrative process promised no prospect of obtaining damages for the Town's breach of the Development
Agreement.

As tried to the jury, the Developer's complaint is not that the Town denied an application to build the hotel/condominium **815 project. Instead, the complaint is that the Town
refused to move forward on the hotel/condominium project, refused to cooperate, until the FAA's concerns were resolved, which was not a condition in the Development Agreement.

The administrative process for approving or rejecting land use applications was not designed to address this breach by the Town. Furthermore, having given the Town a notice of default, as allowed by the Development Agreement,
the Developer elected not to pursue an application but
instead to pursue damages for anticipatory breach. The
administrative process could not give these damages. (See Tahoe Vista Concerned Citizens v. County of Placer, supra, 81 Cal.App.4th at p. 590, 96 Cal.Rptr.2d 880 [exhaustion not required when process cannot provide requested relief].) Under these circumstances, the Developer was not required to submit a land use application to the Town and pursue the application through to denial by the town council. 3
*457 Availability of Contract Remedies
The Town contends that, if the trial court had required the Developer to pursue administrative remedies, the Developer's exclusive judicial remedy would have been a petition for administrative mandamus under Code of Civil Procedure
section 1094.5. While this contention is theoretically correct, it is inapt and unhelpful to the Town because the Developer was legally entitled to go forward with a breach of contract action, as the trial court found.

Quasi-judicial determinations of a town council are reviewed judicially by administrative mandamus proceedings.
( Code Civ. Proc., § 1094.5; Mola Development Corp.
v. City of Seal Beach (1997) 57 Cal.App.4th 405, 410,
67 Cal.Rptr.2d 103.) Although, as the Town asserts, the Development Agreement preserved the Town's discretion
to make quasi-judicial determinations with respect to
applications submitted by the Developer as part of the
development plan, the Town's refusal to move forward
with the hotel/condominium aspect of the Development
Agreement was not a quasi-judicial determination. Instead, it was an executive decision on the part of the Town
to refuse to comply with the terms of the Development
Agreement, ostensibly in order to preserve its funding from the FAA. Since the Developer did not challenge a quasiITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 16 judicial determination, administrative mandamus is not the exclusive remedy.

This is not to say that an action for contract damages
is the only remedy for a municipality's breach of a
development agreement. We are not faced, in this case, with an administrative mandamus challenge to a quasi-judicial determination of the town council. Instead, we conclude only that administrative mandamus is not the exclusive remedy, under the circumstances of this case, where there has been an anticipatory breach of the Development Agreement not involving a quasi-judicial determination. 4
**816 II
Contract Defenses
The Town contends that three clauses of the Development Agreement, each independently, provide a complete defense to the Developer's breach of *458 contract action. We
conclude that the three clauses do not provide a defense to the Town's breach of the Development Agreement.

Before we consider the three clauses, we summarize the law regarding interpretation of contracts.
“The fundamental goal of contractual interpretation is to give effect to the mutual intention of the parties.” ( Bank of the West v. Superior Court (1992) 2 Cal.4th 1254, 1264, 10 Cal.Rptr.2d 538, 833 P.2d 545.) “A contract must be so interpreted as to give effect to the mutual intention of the parties as it existed at the time of contracting, so far as the same is ascertainable and lawful.” (Civ.Code, § 1636.) “The words of a contract are to be understood in their ordinary and popular sense, rather than according to their strict legal meaning; unless used by the parties in a technical sense, or unless a special meaning is given to them by usage, in which case the latter must be followed.” (Civ.Code, § 1644.)
[5] [6] [7] “The interpretation of a written instrument, even though it involves what might properly be called
questions of fact [citation], is essentially a judicial function to be exercised according to the generally accepted canons of interpretation so that the purposes of the instrument may be given effect. [Citations.] Extrinsic evidence is ‘admissible to interpret the instrument, but not to give it meaning to which it is not reasonably susceptible’ [citations], and it is the instrument itself that must be given effect. [Citations.] It is therefore solely a judicial function to interpret a written instrument unless the interpretation turns upon the credibility of extrinsic evidence.” ( Parsons v. Bristol Development Co. (1965) 62 Cal.2d 861, 865, 44 Cal.Rptr. 767, 402 P.2d 839.)
A. Excuse Provision (Clause E)
[8] Section XVII(e) of the Development Agreement (clause E) stated that neither party would be in default for a
cause beyond the reasonable control of the parties. It
stated: “Neither party shall be in default of this Agreement for delays in or failures of performance due to war,
insurrection, strikes, floods, earthquakes, fires, casualties, acts of God, governmental restrictions imposed or mandated by governmental entities other than Town, enactment of
conflicting State or Federal laws or regulations, judicial decisions, or similar bases beyond the reasonable control of the party excused.” (Italics added.)
The Town asserts that, as a matter of law, the emphasized portion of clause E excused it from performing on the
Development Agreement because both *459 the Town
and the Developer were required to comply with the FAA
restrictions. This assertion is without merit because the FAA's restrictions were within the control of the Town.

The Town made grant assurances to the FAA in exchange
for funding for the airport. And the FAA cited the grant assurances in insisting that the hotel/condominium project, with its residential character and option to purchase,
was inconsistent with preserving the airport property for aeronautical purposes. If the Town had not made grant
assurances in the first place and later encouraged the FAA to **817 help the Town “get rid of” the hotel/condominium
project, there would have been no impediment to the
Town's performance of the Development Agreement with
the Developer. The Town's own actions caused the FAA
to express reservations concerning the hotel/condominium project. In other words, the FAA's restrictions were within the reasonable control of the Town. Therefore, the Town cannot rely on clause E to justify its nonperformance.

B. Rules and Regulations of the FAA (Clause N)
Section XVIII(n) of the Development Agreement (clause N) required the parties to comply with FAA rules and regulations.

It stated: “In carrying out this Agreement and otherwise ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 17 operating the Airport in accordance with the terms of the leases, the parties shall comply with all applicable rules and regulations of the FAA.”
[9] In the trial court, the Town asserted that the grant assurances given to the FAA were FAA “rules” and, therefore, the Town's compliance with the grant assurances could not constitute a breach of the Development Agreement because the Development Agreement required compliance with FAA
rules. The trial court rejected this assertion, concluding that there was a question of fact concerning the parties' intent with regard to clause N. It therefore submitted the question to the jury with the following instruction:
“The Court has found, as a matter of law, that the grant assurances made by the Town to the FAA are not rules or regulations of the FAA. They are contractual promises made by the Town to the United States government in exchange for the federal funds the Town has received. However, a question of fact remains as to whether the parties intended the provision to include the Town's grant assurances.”
On appeal, the Town contends that the grant assurances were FAA rules for the purpose of interpreting the Development Agreement and, therefore, the trial court improperly found otherwise, as a matter of law. We conclude that, *460 while grant assurances made by the Town to the FAA may be
considered “rules” of the FAA by reference to federal statutes, the parties did not consider that definition when entering into the Development Agreement. The trial court properly instructed the jury to determine the parties' intent concerning the definition of FAA “rules.”
Instead of focusing on the parties' intent as to the
interpretation of clause N, the Town focuses solely on
federal law with respect to whether grant assurances, in a technical sense, are “rules” of the FAA. The Town cites the broad definition of a “rule” in the federal Administrative Procedures Act, which includes “an agency statement of
general or particular applicability and future effect designed to implement, interpret, or prescribe law or policy....” ( 5 U.S.C. § 551(4).) The Town then notes that grant assurances (1) are “ ‘agency statements of general or particular
applicability,’ ” (2) have “ ‘future effect,’ ” and (3) “ ‘implement, interpret [and] prescribe law.’ ” The Town also notes that federal law requires that, before the FAA can modify assurances or require compliance with additional assurances, it must give notice in the Federal Register and provide an opportunity for comment on the proposed change. ( 49 U.S.C. § 47107(h).)
Even if the grant assurances fall within the broad definition of a “rule” under the federal Administrative Procedures Act, the task of interpretation requires inquiry into the parties' intent, not into a proposed technical interpretation of the term. (Civ.Code, §§ 1636, 1644.) Because the court's task in interpreting a contract is to ascertain the intent of the parties, federal law **818 concerning whether a grant assurance
is technically a rule of the FAA is relevant only if the parties considered such federal law when they entered into the contract. There is no evidence that this was the case. Instead, the only evidence concerning the parties' intent in this regard came from the testimony of Terrence Ballas. He stated that the Town inserted the provision concerning FAA rules and regulations into the Development Agreement. When Ballas asked town officials what the provision meant, they stated that it was boilerplate applicable only to the “air-side operations of the airport.” Ballas was hesitant to agree to clause N because he did not know what it included, so the parties went through the specific FAA rules applicable and included references to those rules in the various leases executed along with the Development Agreement. The Town never mentioned its
grant assurances in this discussion. Thus, there is no evidence the parties intended to include the Town's grant assurances in the term “rules” in clause N of the contract.

Arguing against this interpretation, the Town states that (1) the FAA expressed the opinion that the grant assurances were FAA “rules” and the FAA's opinion is entitled to
deference and (2) we should apply canons of *461
statutory interpretation, not contract interpretation, because the Development Agreement was a legislative act. The Town is wrong on both points.

In one of the letters to the Town concerning the Town's compliance with the grant assurances, an FAA official stated:
“We view the Town's ability to take corrective action to be fully within the scope of paragraph N of Section XVIII of the Development Agreement, which clarifies the Town's obligation to comply with FAA rules and regulations.”
Citing authority that courts give deference to an agency's interpretation of a statute if that statute governs the agency's powers and responsibilities (Ste. Marie v. Riverside County Regional Park & Open–Space Dist. (2009) 46 Cal.4th 282, 292, 93 Cal.Rptr.3d 369, 206 P.3d 739), the Town claims that we should give deference to this opinion. To the contrary, the ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 18 FAA has no authority over development agreements and no special expertise in contract interpretation.
[10] The Town also argues that, because adoption of the Development Agreement was a legislative act (Gov.Code,
§ 65867.5, subd. (a)), we are required to apply canons
of statutory interpretation. This argument misconstrues the “legislative act” language of the development agreement statutes, which applies to the authority of the municipality to enter into the agreement and the power of the electorate to challenge the agreement by referendum.
“A development agreement is a legislative act that
shall be approved by ordinance and is subject to
referendum.” (Gov.Code, § 65867.5, subd. (a).) A
development agreement is treated as a legislative act for the purpose of a challenge to the agreement either (1) by referendum or (2) an action concerning the municipality's authority to enter into the agreement. In SMART, supra, 84 Cal.App.4th at pages 227 and 228, 100 Cal.Rptr.2d 740, the court summarized the effect of the “legislative act” language.

It said: “A development agreement is a legislative act ( [Gov.Code,] § 65867.5) and the County's board of supervisors has the discretion to determine what legislation is necessary and appropriate. A reviewing court will not set aside a legislative act unless it is arbitrary, capricious, or unlawful.” Here, the question does not concern the validity of
the Development Agreement as a legislative act of the
Town. Instead, this is an action between the parties
of the Development Agreement concerning the **819
interpretation of the agreement. As to that question, the Development Agreement is a contract between the parties.

Therefore, canons of statutory interpretation do not apply.

C. Acknowledgement of FAA Funding (Clause B)
Section XVI(b) of the Development Agreement (clause B)
required the Developer to match FAA funding. It stated:
“[The] Town has received tentative *462 commitments from the FAA for grant funds ... for the purpose of constructing improvements at the Airport.... The terms of the grant require that matching funds in the approximate amount of ten percent (10%) of the grant funds be put up by [the] Town. As further consideration for this Agreement, Developer agrees to and shall provide such matching funds....” Within one month after adoption of the Development Agreement, the Developer supplied $80,000 in matching funds.
[11] “A voluntary acceptance of the benefit of a transaction is equivalent to a consent to all the obligations arising from it, so far as the facts are known, or ought to be
known, to the person accepting.” (Civ.Code, § 1589.) The Town argues that the Developer's acknowledgement of FAA funding and participation in matching the funding amounted to a consent to the FAA's restrictions. This argument fails because there is no evidence that, when entering into
the Development Agreement, or even when supplying the
matching funds, the Developer knew or ought to have known of the grant assurances. Instead, the evidence showed that the Town withheld from the Developer knowledge of the
FAA's reservations concerning the Development Agreement.

Under these facts, the Developer did not consent to the grant assurances.

III
Proof of Breach
The Town contends that the Developer failed, as a matter of law, to establish that the Town breached the Development Agreement. Stated differently, the Town contends that there is no substantial evidence to sustain the jury's verdict. The Town asserts: (A) the Developer failed to establish a breach attributable to the Town; (B) the evidence was insufficient to establish repudiation; (C) the option was a unilateral contract not yet ripe for breach; and (D) the Town retracted any repudiation. After summarizing the law regarding substantial evidence to sustain the verdict finding anticipatory breach of contract, we discuss the Town's four arguments and conclude that each is without merit.
[12] [13] [14] When we consider whether the evidence
was sufficient to support the jury's verdict, we review the entire record in the light most favorable to the judgment to determine whether there are sufficient facts, contradicted or uncontradicted, to support the judgment. ( Campbell v.

Southern Pacific Co. (1978) 22 Cal.3d 51, 60, 148 Cal.Rptr. 596, 583 P.2d 121.) Substantial evidence is evidence that is reasonable and credible. In evaluating the *463 evidence, we accept reasonable inferences in support of the judgment and do not consider whether contrary inferences may be made from the evidence. ( Kuhn v. Department of General Servs. (1994) 22 Cal.App.4th 1627, 1632–1633, 29 Cal.Rptr.2d
191.)
ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 19 [15] To recover on a cause of action for breach of contract, the plaintiff must establish: (1) the existence of a contract, (2) plaintiff's performance or excuse for nonperformance, (3) defendant's breach, and (4) damage to plaintiff as a result of defendant's breach. ( **820 Regan Roofing
Co. v. Superior Court (1994) 24 Cal.App.4th 425, 434–
435, 29 Cal.Rptr.2d 413, disapproved on another ground in Crawford v. Weather Shield Mfg., Inc. (2008) 44 Cal.4th 541, 565, 79 Cal.Rptr.3d 721, 187 P.3d 424.)
[16] [17] “Anticipatory breach occurs when one of
the parties to a bilateral contract repudiates the contract.

The repudiation may be express or implied. An express
repudiation is a clear, positive, unequivocal refusal to perform [citations]; an implied repudiation results from conduct where the promisor puts it out of his power to perform so as to make substantial performance of his promise impossible [citations]. [18] “When a promisor repudiates a contract, the injured party faces an election of remedies: he can treat the
repudiation as an anticipatory breach and immediately seek damages for breach of contract, thereby terminating the contractual relation between the parties, or he can treat the repudiation as an empty threat, wait until the time for performance arrives and exercise his remedies for actual breach if a breach does in fact occur at such time. [Citation.] However, if the injured party disregards the repudiation and treats the contract as still in force, and the repudiation is retracted prior to the time of performance, then the repudiation is nullified and the injured party is left with his remedies, if any, invocable at the time of performance. [Citations.]” ( Taylor v. Johnston (1975) 15 Cal.3d 130, 137–138, 123 Cal.Rptr. 641, 539 P.2d 425.)
[19] As the jury was instructed in this case, “[a] party can breach, or break, a contract before performance is required by clearly and positively indicating, by words or conduct, that they [sic ] will not or cannot meet a requirement of the contract, or that they [sic ] will not perform until additional conditions not in the contract are met. [¶] If the Hot Creek Developers prove that they would have been able to fulfill the terms of the contract and that the Town clearly and positively indicated, by words or conduct, that it would not or could not meet a requirement in the contract, then the Town breached the contract.”
*464 The Developer's theory of breach, upon which it
prevailed at trial, was that the Town expressly repudiated the Development Agreement by refusing to move forward on the contract without resolving the FAA's objections to the Hot Creek project. 5
A. Breach Attributable to Town
A 1989 resolution of the Mammoth Lakes town council states that “no oral or written communications or comments ... by any member of the Town Council or any other person
constitutes an action of the Town Council or an act legally attributable to the Town.” 6 Based on this resolution, **821 the Town claims that the actions of town officials in
repudiating the Development Agreement cannot be attributed to the Town. To the contrary, the actions of town officials were an actionable repudiation of the Development Agreement.

The Developer presented evidence that deputy town manager Long and, later, town manager Clark stated, unequivocally, that the Town would not proceed with the hotel/condominium project until the FAA's objections to the project were resolved.

Long informed the Developer that, until the FAA's objections were resolved, “we will be unable to move forward with
your project.” Later, Clark again informed the Developer that the project would not move forward without resolution of the FAA's objections. When the Developer requested that the Town proceed under the Development Agreement and
deal with the FAA's objections later, Clark said that the town council would not agree to proceeding that way because it might derail FAA approval of expanded air service. The Town offered no evidence to counter the Developer's evidence that the town council authorized the position taken by Long and Clark.

Despite this evidence, the Town maintains that any
repudiation by town officials was without force because the town council did not vote on it. We disagree. Neither the Town's resolution nor case law concerning the authority *465 of municipal officials absolves the Town of liability for its repudiation, even if accomplished through its officials rather than by a vote of the town council.
[20] [21] “No government, whether state or local, is bound to any extent by an officer's acts in excess of his authority. [Citation.] [¶] One who deals with the public officer stands presumptively charged with a full knowledge of that officer's powers, and is bound at his peril to ascertain the extent of his powers to bind the government for which he is an officer, and any act of an officer to be valid must find express authority in the law or be necessarily incidental to a power expressly ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 20 granted. [Citation.]” ( Horsemen's Benevolent & Protective Assn. v. Valley Racing Assn. (1992) 4 Cal.App.4th 1538, 1563–1564, 6 Cal.Rptr.2d 698.)
[22] Citing the town council's 1989 resolution, the Town asserts that the town officials had no authority to act on behalf of the Town. The Town states: “This Resolution
could not be more plain: Individual town officials, including then-Deputy Town Manager Long, have no authority to
take final action on behalf of the Town, and their written communications, including Mr. Long's June 29 Email, are not legally attributable to the Town.” This assertion reads too much into the resolution. Taken to its logical extreme, this assertion would mean that town officials cannot buy paper clips on behalf of the Town without a vote of the town council.

We must presume the town council did not intend an absurd result. (California School Employees Assn. v. Governing Board (1994) 8 Cal.4th 333, 340, 33 Cal.Rptr.2d 109, 878 P.2d 1321 [legislation interpreted to avoid absurd results].) A more reasonable interpretation of the resolution is that consistent with case law, which holds that the legislative and quasi-judicial powers of a municipality's governing council cannot be undermined by statements of municipal officials. (See, e.g., Katsura v. City of San Buenaventura (2007)
155 Cal.App.4th 104, 109, 65 Cal.Rptr.3d 762 [oral contract made by city employee not binding on city]; **822
Burchett v. City of Newport Beach (1995) 33 Cal.App.4th 1472, 1479, 40 Cal.Rptr.2d 1 [statement of city official that owners could obtain permit not binding on city].) The town council adopted the Development Agreement by ordinance.

Logically and legally, the fulfillment of the Town's duties under the Development Agreement was left, for the most
part, to town officials. Any other conclusion would allow a municipality to repudiate any contract by the actions of its officials and suffer no consequences unless the governing council voted to repudiate.

In any event, the Town's municipal code gives further
guidance concerning the authority of town officials and supports a finding here that the town officials acted within their authority. The executive functions of the *466 Town, including cooperation with parties that have contracted with the Town, are within the authority of the town manager.

According to the Town's municipal code, the town manager is an executive officer, charged with the duty to “see
that all franchises, contracts, permits and privileges granted by the town council are faithfully observed.” (Mammoth
Lakes Municipal Code, § 2.08.060, subd. (A).) Therefore, compliance with the Town's duty to cooperate under the
Development Agreement was within the explicit authority of the town manager. And the refusal of the town manager and deputy town manager to cooperate without resolution of the FAA's objections was a repudiation of the contract.

Again raising the argument that this was a land use decision instead of a matter of complying with the terms of the
Development Agreement, the Town asserts that a town
official cannot bind the Town by representations concerning land use applications. While the proposition may be true as a theoretical statement of law (see Burchett v. City of Newport Beach, supra, 33 Cal.App.4th at p. 1479, 40
Cal.Rptr.2d 1), it is inapplicable here. The repudiation of the contract did not result from a quasi-judicial decision on a land use application. As noted above, the repudiation occurred when the Town refused to comply with the terms of the
Development Agreement to cooperate with the Developer to achieve the ends of the Development Agreement. While it is true that quasi-judicial decisions on land use applications remained to be made before the hotel/condominium project could be completed, the Town's position, related through town officials, was that the Town would not cooperate with the Developer in moving along the hotel/condominium project without resolution of the FAA's objections. That refusal constituted the breach, not the exercise of any quasi-judicial decisionmaking power. 7
B. Evidence of Repudiation
The Town contends that the Town's actions did not constitute a repudiation of the Development Agreement. To the contrary, when viewed in the light most favorable to the judgment, the evidence was sufficient to establish an express repudiation.

While claiming a willingness to move *467 forward with the hotel/condominium project, town officials actually refused to move forward and actively sought to undermine **823 the Developer's rights under the contract.
[23] [24] [25] “[I]f a party to a contract expressly or by implication repudiates the contract before the time for his or her performance has arrived, an anticipatory breach is said to have occurred. [Citations.] The rationale for this rule is that the promisor has engaged not only to perform under the contract, but also not to repudiate his or her promise. [Citation.]” ( Romano v. Rockwell Internat., Inc. (1996) 14 Cal.4th 479, 489, 59 Cal.Rptr.2d 20, 926 P.2d 1114.) “An ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 21 express repudiation is a clear, positive, unequivocal refusal to perform. [Citations.]” ( Taylor v. Johnston, supra, 15 Cal.3d at p. 137, 123 Cal.Rptr. 641, 539 P.2d 425.) “Annexing an unwarranted condition to an offer of performance is a refusal to perform. [Citation.]” ( Steelduct Co. v. Henger– Seltzer Co. (1945) 26 Cal.2d 634, 646, 160 P.2d 804.)
Here, the Town refused to perform the Development
Agreement without prior satisfaction of an unwarranted
condition. But the Town asserts that the way it responded to the Developer's demands to perform the Development
Agreement did not amount to a repudiation for three reasons:
(1) compliance with FAA rules and regulations was mandated by the Development Agreement in clause N, (2) the Town
offered to perform the Development Agreement according
to its own good faith interpretation of the agreement, and (3) the Town demonstrated its intention to be bound by the Development Agreement. In connection with this argument, the Town also claims that (4) the trial court erred by allowing the jury to find that the Town repudiated the Development Agreement by entering into inconsistent contracts.

1. Compliance with FAA Rules and Regulations
We have already rejected the Town's first argument. Clause N, relating to FAA rules and regulations, was inapplicable to the grant assurances the Town made to the FAA.

2. Good Faith Interpretation of Contract
The Town's second argument fails because the theory was not proffered to the jury and the evidence, properly viewed on appeal, does not support it. The Town cites a federal court opinion for the proposition that, as long as a party to a contract offers to perform a contract according to its own good-faith understanding of the contract, there is no repudiation, even if the party's understanding is incorrect. ( Pacific Coast Engineering Co. v. Merritt–Chapman & Scott Corp. (9th
Cir.1969) 411 F.2d 889, 894.) Citing other federal authority, the federal court stated: “Generally, when there is a *468 disagreement as to the meaning of terms in a contract, one party's offer to perform in accordance with his interpretation is not itself an anticipatory breach. Lowenstein v. Federal Rubber Co., 85 F.2d 129 (8 Cir.1936). If the offer appears to be made in the good faith belief that the offeror's interpretation is correct, that will be evidence of his continued adherence to the agreement. Mobley v. New York Life Insurance
Co., 295 U.S. 632, 638, 55 S.Ct. 876, 79 L.Ed. 1621
(1935); Kimel v. Missouri State Life Insurance Co., 71 F.2d 921, 923 (10 Cir.1934); Milton v. H.C. Stone Lumber Co., 36 F.2d 583, 588 (S.D.Ill.1928), affirmed 36 F.2d 589 (7 Cir.1929).” ( Pacific Coast Engineering Co. v. Merritt– Chapman & Scott Corp., supra, 411 F.2d at p. 894.)
[26] [27] We reject the Town's reliance on this defense of good-faith contract interpretation because the Town did not proffer this theory to the jury. (See Panopulos v. Maderis (1956) 47 Cal.2d 337, 340–341, 303 P.2d 738 [party may not raise **824 new theory on appeal]; Durkee v. Chino Land & Water Co. (1907) 151 Cal. 561, 569, 91 P. 389 [defendant cannot raise new theory of defense on appeal].) In any event, the evidence does not support the Town's claim that it desired to comply with the Development Agreement in good faith.

While asserting that the Town was willing to abide by the terms of the Development Agreement, town officials were actively working with the FAA to terminate the Developer's right under the Development Agreement to build the hotel/ condominium project.

3. Intent to be Bound by Contract
[28] Likewise, the Town's third argument also fails because it is not supported by the evidence, properly viewed. The Town demonstrated its intention not to be bound by the
Development Agreement. It actively refused to cooperate and sought to have the Developer's rights terminated.

4. Repudiation Based on Inconsistent Contracts
The related argument that the trial court erred by allowing the jury to find that the Town repudiated the Development Agreement by entering into inconsistent contracts finds no support in the record.

The Town states: “The trial court committed prejudicial error for a number of reasons when it directed the jury to make a finding on an inapposite theory of ‘inconsistent contracts,’ under which the Town could be found liable for repudiating the [Development Agreement] by virtue of having accepted ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 22 federal airport funding and thereby subjected itself to FAA's grant assurance requirements.”
[29] *469 A more careful reading of the jury instruction at issue reveals that the court did not allow the jury to base a finding of repudiation on the Town's formation of inconsistent contracts. Instead, the instruction merely informed the jury that a party cannot rely on its assent to one contract to justify breach of another, inconsistent contract. 8 That is not a theory of liability; instead, it is a limitation on a defense. Therefore, contrary to the Town's assertion, the jury was not directed to base a finding of repudiation on a theory of inconsistent contracts.

C. Breach of Unilateral Contract
The Town contends that the Developer's argument that the Town repudiated the purchase option for the land on which the hotel/condominium project would be built fails as a matter of law because a purchase option is a unilateral contract to which the theory of anticipatory breach does not apply. (See Diamond v. University of So. California (1970) 11
Cal.App.3d 49, 53, 89 Cal.Rptr. 302 [anticipatory repudiation does not apply to unilateral contracts.] ) This is simply an attempt by the Town to recharacterize the action as one for breach of the purchase option rather than breach of the Development Agreement—a red herring designed to divert
attention away from the applicable theory of recovery. The attempt is unsuccessful. The theory proffered to the jury was that the Town repudiated the Development Agreement, not just the purchase option. And the Town makes no attempt to establish that the Development Agreement was a unilateral contract.
**825 D. Evidence of Retraction of Repudiation
[30] The Town argues that, even if deputy town manager
Long's June 29, 2004 e-mail can be considered a repudiation of the Development Agreement, town manager Clark's letter two weeks later retracted the repudiation. (See Sackett v.

Spindler (1967) 248 Cal.App.2d 220, 231–232, 56 Cal.Rptr. 435 [repudiation nullified if timely retracted].) However, Clark's letter is not a clear retraction. While it professes the Town's willingness to work with the Developer on FAA compliance issues, it does not offer to move forward with the hotel/condominium project without first resolving FAA compliance issues.
[31] [32] Halfway through the single paragraph in the
Town's opening brief arguing that it retracted any repudiation of the Development Agreement, the *470 Town claims
that the trial court also erred by not instructing the jury on retraction. We need not consider this separate argument appended as it is to another argument. (Cal. Rules of Court, rule 8.204(a)(1)(B).) In any event, the Town fails to provide a citation to the record where the Town requested what it contends would have been a proper instruction on retraction. ( Null v. City of Los Angeles (1988) 206 Cal.App.3d 1528, 1535, 254 Cal.Rptr. 492 [to complain of failure to instruct, party must have requested proper instruction].) Therefore, the Town forfeited review of this issue on appeal.

IV
Damages Award
After obtaining many benefits from the Development
Agreement, including the Developer's airport improvements, the Town repudiated the Development Agreement. The jury awarded the Developer $30 million for the breach. On
appeal, the Town contends that evidence of damages was too speculative to support the jury's award. We conclude that the evidence was not too speculative to support the jury's award. [33] [34] “ ‘Where the prospective profits are the natural and direct consequences of the breach of the contract they may be recovered. Profits are part and parcel of the contract itself, entering into and constituting a portion of its very element; something stipulated for, the right to the enjoyment of which is just as clear and plain as to the fulfillment of any other stipulation. They are presumed to have been taken into consideration and deliberated upon before the contract was made, and formed, perhaps, the only inducement to the arrangement. [Citation.] Damages consisting of the loss of anticipated profits need not be established with certainty. It is sufficient that it be shown as a reasonable probability that the profits would have been earned except for the breach of the contract. [Citations.]’ ” ( Nelson v. Reisner (1958) 51 Cal.2d 161, 171–172, 331 P.2d 17, quoting James v.

Herbert (1957) 149 Cal.App.2d 741, 749, 309 P.2d 91.)
Under this standard, we must determine whether the
Developer presented evidence sufficient to establish a
reasonable probability that it would have realized a $30 ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 23 million profit on the hotel/condominium project if the Town had not breached the Development Agreement. In this inquiry, we construe the evidence in the light most favorable to the judgment. We draw every reasonable inference and resolve every conflict in support of the judgment. ( Campbell v.

Southern Pacific Co., supra, 22 Cal.3d at p. 60, 148 Cal.Rptr. 596, 583 P.2d 121.)
*471 A. Evidence of Damages

1. Town Manager's Estimate of Value of Purchase Option
As noted in the facts above, town manager Clark wrote
an e-mail to town staff in **826 which he noted that
the Developer valued the purchase option at about $20
million. Even with the prospect of litigation over the Town's breach of the Development Agreement, Clark appears to have rejected the alternatives of eminent domain proceedings or negotiations with the Developer because the Town, in Clark's words, didn't have “$10 to $20 million in spare change.” In testimony at trial, Clark said that town officials “didn't know how much it would cost, but we speculated it would be in that range.”

2. Part-owner's Estimate of Value
During the trial, Mark Rosenthal, one of the investors
in the Developer, testified. Rosenthal was president of a company that participated in various real estate ventures, including as developer, manager, and owner. His experience included development or redevelopment of several hotels.

When determining whether to purchase an interest in the hotel/condominium project, Rosenthal considered strategies to eventually exit the investment. He believed that the hotel/condominium project could be sold for $30 million to $40 million if the uncertainties with the Town and the Development Agreement were cleared up.

3. Expert Evidence Concerning Value of
the Hotel/Condominium Project in 2004
The bulk of the evidence concerning damages came from
Richard Maurice Robinson, an expert retained by the
Developer. Robinson is a certified general real estate
appraiser and has 20 years of experience in appraising hotels and resorts. He consults with municipalities to bring in highend hotels. In this process, he customarily makes projections concerning the cost and profit of such hotels. He teaches complex valuation techniques at the University of California, Berkeley.

Based on the plans for the hotel/condominium project and the bids from architectural and construction companies, Robinson assumed that it would cost about $168 million
to build the hotel/condominium project. In addition to the architectural and construction costs, Robinson estimated that the Developer would incur costs of about $45 million for sales and about $9 million for financing. Thus, his estimate for the total cost of the project was about $220 million.
*472 Robinson also estimated the amount of income to
be generated by the project. After studying other similar projects, he calculated a likely price at which the individual units would sell if marketed, as the Developer intended, as a residential development. He added a premium to the price for the advantages of this particular property, but then he discounted the price by 30 percent because of its location at the airport. After taking into account other characteristics of the project, such as the fractional (timeshare) nature of the sales, the intent to associate with a major brand, and the pace at which the units would sell, Robinson estimated a total selling price of $350 million for the entire project.

Subtracting the cost of the project from the income to be generated from the sale of the condominium units, Robinson projected a total of about $130 million in profit over the life of the project.

In addition to this projected net profit from the sale of the condominium units, Robinson estimated that, once the project was fully built and stabilized, it would generate $2.2 million net income per year from the Developer's management of the property, including renting units out when the owners were not occupying them. He arrived at this number using industry standards and guidelines for this type of valuation and rental conditions specific to the Mammoth area.
**827 Robinson concluded that, over the life of the project, the hotel/condominium would result in about $160 million in total profits for the Developer. To arrive at a current (“current” meaning 2004, when the Town breached the
Development Agreement) value of the hotel/condominium
project, Robinson factored in the risks of eventually realizing that profit from a project that had not yet been built. Having ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 24 done so, Robinson estimated that the 2004 value of the hotel/ condominium project was $37 million to $48 million.

4. Order Denying Motion for New Trial
After the jury's verdict awarding $30 million to the Developer, the Town moved for a new trial, asserting, among other things, that the evidence did not support the damages award. The trial court denied the motion. However, in doing so, the court stated: “[W]ere the question of damages predicated solely on the testimony of Mr. Robinson, I would grant a motion for new trial based on the issue of damages, not only for the issues outlined by [counsel for the Town] but also other concerns I had at the time as the testimony came in. However, as is pointed out by [counsel for the Developer], an owner of the property can opine a value of property, and although Mr. Rosenthal did insert a caveat in his discussion of the sale on the order of $30 [million] to *473 $40 million, there was enough basis with that and the various and sundry assessments made by the Town itself as to a condemnation value to justify a jury verdict. So although I would have reached a different verdict, that is not the standard I use, and I do not find there was a basis, therefore, for setting aside the damages award. So the motion for new trial will be denied.” B. Analysis

1. Sufficiency of Evidence
[35] Before we consider the Town's contention that the
evidence of lost profits was too speculative, we must address an argument by the Town concerning the presumption that the verdict is correct. The Town asserts that the trial court's comments on the evidence of damages made during the
hearing on the motion for new trial are significant on appeal.

The court stated that it would have granted the motion for new trial had Robinson's testimony been the only evidence of damages. The Town claims that the court's comments are entitled to “substantial deference.” That is incorrect. We defer to the trial court's factual determination when the court grants a motion for new trial, not when the court denies such a motion. When the court denies the motion, we presume the jury's verdict is correct. (See Lane v. Hughes Aircraft Co. (2000) 22 Cal.4th 405, 412, 93 Cal.Rptr.2d 60, 993 P.2d 388 [presumption of verdict's correctness replaced by deference to trial court's factual determinations when court grants motion for new trial].)
The Town asserts that the evidence does not support a $30 million damages award. 9 Concerning the expert testimony from Robinson, the Town contends that his opinion of
the 2004 value of the hotel/condominium project was too speculative and fails to support the jury's $30 million damages verdict because Robinson's calculations involved too many assumptions and contingencies. To the contrary, despite the assumptions and contingencies stated in Robinson's
testimony, the evidence was **828 sufficient to show a
reasonable probability that the profits would have been realized except for the breach of the Development Agreement. (See Nelson v. Reisner, supra, 51 Cal.2d at pp. 171–172, 331 P.2d 17.)
The Town argues that Robinson made the following
assumptions: (1) all necessary permits would be obtained, (2) environmental review would be completed, (3) estimated construction costs provided by the Developer were accurate, (4) the project would be built within the estimates, (5) the *474 Developer would successfully obtain financing, (6) the Developer would successfully associate with a major brand, and (7) the mix of project units could be sold within the time frame and at projected prices.

The assumptions used by Robinson were intentionally
conservative. They were reasonable, based on Robinson's knowledge of the industry and experience in valuing hotel projects. (1 & 2) The necessary permits and environmental review were simply a matter of forging onward with the
project. There is no evidence that the Developer could not obtain the permits and review. (3 & 4) The estimated costs of construction were based on actual bids submitted to the Developer. (5) There was evidence that the Developer was in the process of successfully obtaining the required financing. (6) Robinson testified that associating with a major brand would not be hard, saying “[b]rands love these projects.” And (7), concerning the time frame for selling all the units, Robinson looked at the rate at which similar properties sold and then reduced it to give a conservative estimate of seven years. This evidence, though predictive, was not speculative.

The Town attacks the discounting of the total estimated profits ($160 million) to determine a current (2004) value of the project ($37 million to $48 million). It contends that this process merely “applied additional speculative assumptions on top of Robinson's flawed lost profits
projections.” (Original italics, fn. omitted.) The Town cites ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 25 Parlour Enterprises, Inc. v. Kirin Group, Inc. (2007) 152 Cal.App.4th 281, 61 Cal.Rptr.3d 243 (Parlour Enterprises ) to support this contention. Neither the contention nor the citation to Parlour Enterprises is persuasive.

Robinson applied accepted valuation principles, factoring in the risks associated with a project yet to be undertaken and reducing the profits projected to be earned over the life of the project to arrive at a current value. The Town's labeling of the accepted practice as including “speculative assumptions” is insufficient to establish that Robinson's estimate of current value was unreasonable.

In Parlour Enterprises, the appellate court reversed the bulk of damages awarded in favor of a franchisor who sued a
franchisee for failure to open ice cream parlors as required by their agreement. ( 152 Cal.App.4th at pp. 283–284, 61 Cal.Rptr.3d 243.) The court's opinion does not reveal the extent of the experience and expertise of the franchisor's damages expert. In any event, the appellate court noted that the franchisor's profit projections formed the basis for the expert's analysis. ( Id. at p. 285, 61 Cal.Rptr.3d 243.) Those projections, however, were unsupported by the evidence.

There was no evidence that whoever made the projections had experience or expertise in predicting income, expenses, or profits. ( Id. at pp. 289–290, 61 Cal.Rptr.3d 243.)
*475 Here, unlike in Parlour Enterprises, there was
evidence to support the projections given to and the
assumptions made by Robinson. The costs to build the project were based on bids and standard costs. And the potential sales were based on comparable developments, with the **829
sales adjusted down because of the specific characteristics of this project. Therefore, Parlour Enterprises is distinguishable because Robinson's testimony was based on professional
expertise developed over two decades of hotel and resort valuation, as well as reliable evidence and assumptions. [36] The Town also argues that Robinson's testimony
concerning the current value of the project is insufficient to support the verdict because there was no evidence
that a willing buyer existed. Such evidence, however, is unnecessary to support a damages award in this context. Lost profits may be proved by means other than the value given by a willing buyer. Expert testimony, alone, may be sufficient if it is supported by substantial evidence and is not speculative. ( Kids' Universe v. In2Labs (2002) 95 Cal.App.4th 870,
885, 116 Cal.Rptr.2d 158.)
Robinson testified at length concerning the discount of the lost profits to estimate a current value. In order to induce a buyer to take on the risks of an unfinished project—risks such as cost overruns, slow sales, or a drop in prices—it would be necessary to set a current value well below the amount of lost profits over the life of the project. Robinson testified concerning the risks and discounts associated with those risks.

While he did not testify that there was a ready and willing buyer, he confirmed that the discounted price was a price, in his experience, that “somebody would pay.”
[37] Therefore, Robinson's testimony, giving the project a current value of $37 million to $48 million, was sufficient to sustain the $30 million damages award. But his was not the only testimony concerning damages.

As did the trial court, we recognize that evidence concerning the amount of damages came from the town manager and one of the Developer's investors. However, the Town asserts that the evidence from those sources also does not support the $30 million damages award. We disagree. The testimony from the investor supports the award, and the evidence of the town manager's statement supports the award to the extent of the statement ($20 million).
[38] An owner of property is generally considered
competent to estimate or offer a lay opinion of the property's value. (Evid.Code, § 813, subd. (a)(2); Sacramento & San Joaquin Drainage Dist. v. Goehring (1970) 13 Cal.App.3d 58, 64, 91 Cal.Rptr. 375.) “In stating an opinion as to the value of his property, an owner is bound by the
same rules of admissibility as is any *476 other witness. [Citation.]” ( Sacramento & San Joaquin Drainage Dist., supra, at p. 65, 91 Cal.Rptr. 375.)
Rosenthal was experienced in developing, managing, and
owning real estate and had developed and redeveloped hotels.

As a part-owner of the Developer, he expressed his opinion that, based on his experience and his review of the hotel/ condominium project, the project could be sold for $30
million to $40 million. This evidence supported the jury's verdict.

Finally, the town manager apparently agreed with a statement that the purchase option, alone, was worth $10 million to ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 26 $20 million. This was also evidence that had a tendency to prove the value of the project. Although it may not have been sufficient by itself to support the damages award, it helped to establish the reasonableness of the rest of the evidence concerning the value of the project.

Accordingly, we conclude that there was substantial,
nonspeculative evidence that the Developer sustained $30 million in damages as a result of the Town's breach of the Development Agreement.
**830 2. Forfeiture of Taxpayer Funds
[39] In an argument raised for the first time in its reply brief, the Town claims that the damage award amounts to an invalid forfeiture of taxpayer funds. The Town forfeited this argument by failing to raise it in a timely manner. (Murray Co. v. Occupational Safety & Health Appeals Bd. (2009) 180 Cal.App.4th 43, 54, fn. 54, 102 Cal.Rptr.3d 513.)
V
Attorney Fees
After judgment was entered, the trial court ordered the Town to pay the Developer $2,361,130 in attorney fees based on a provision of the Development Agreement providing for
attorney fees to the prevailing party in a legal action. The Town separately appealed the attorney fees award.

The Town states that, if we reverse the judgment in favor of the Developer, we must also reverse the attorney fee award, which was based on the Developer's status as the prevailing party. Because we affirm the judgment, and the Town makes no argument for reversing the attorney fees award other than reliance on reversal of the judgment, we also affirm the award of attorney fees.
*477 DISPOSITION
The judgment and the order awarding attorney fees are
affirmed. The Developer (plaintiff) is awarded its costs on appeal. (Cal. Rules of Court, rule 8.278(a)(1).)
We concur: RAYE, P.J., and SCOTLAND, J. **
Opinion
All Citations
191 Cal.App.4th 435, 120 Cal.Rptr.3d 797, 10 Cal. Daily Op.

Serv. 56, 2011 Daily Journal D.A.R. 92
Footnotes
* Retired judge of the Kern County Superior Court, assigned by the Chief Justice pursuant to article VI, section 6 of the California Constitution.
1 The Town cites to documents in the appellant's appendix to support many of its statements of fact in its briefs. However, the Town does not indicate whether and when the documents in the appellant's appendix were admitted as evidence at trial. This presents a problem on appellate review because some of the Town's contentions of error, such as the contention that the Developer failed to establish a breach of the Development Agreement, challenge the effect of evidence introduced at trial. Although the Town fails to identify properly the evidence introduced at trial, we conclude that we may ignore this defect in the briefing because (1) there is no serious dispute concerning the facts and (2) the Town's contentions are without merit, even when viewing them in the light of the facts stated in the Town's briefing. (See Cal. Rules of Court, rule 8.204(e) [allowing court to disregard defects in briefing].)
2 The paragraph states: “The Town has breached the [Development Agreement] and Hotel/Condo Lease[ ] by[,] among other things, (1) failing and refusing to act on, or approve, the Hot Creek Developers [sic ] ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 27 development plans submitted to the Town in October 2000 and again in 2004; (2) taking actions to pursue other Airport expansion projects that could have the effect of depriving the Hot Creek Developers of the benefits of the [Development Agreement] and Hotel/Condo Lease; (3) misrepresenting and failing to disclose material facts to the Hot Creek Developers concerning FAA approval of the Hot Creek Project; (4) seeking the assistance of the FAA to create a pretext for the Town not to approve the Hot Creek Project; (5) breaching the [Development Agreement]'s express and implied covenants of good faith and fair dealing; (6) writing to the Hot Creek Developers on June 29, 2004, stating that the Town ‘will be unable to move forward with your project,’ and insisting on the performance of conditions by the Hot Creek Developers that are inconsistent with the [Development Agreement] and Hotel/Condo Lease; and (7) telling the Hot Creek Developers in 2005 and 2006 that the Town would not allow the project to move forward without conditions and continuing to require the Hot Creek Developers to give up valuable contract rights (including their purchase option) as a condition of moving forward with the project.”
3 The Town also contends that the Developer failed, as a matter of law, to establish futility of administrative review. Because we conclude that a breach of contract action was proper and administrative review could not provide an appropriate remedy, we need not consider further the contention that the Developer failed to establish futility.
4 In a footnote, the Town states as an alternative argument that the Developer was required to file a petition for traditional mandate because town officials refused to perform their ministerial duties under the contract. This argument was not raised below and is barely noted and undeveloped here. We need not consider this newlyconceived footnote contention. (See People v. Freeman (1994) 8 Cal.4th 450, 482, fn. 2, 34 Cal.Rptr.2d 558, 882 P.2d 249 [issues mentioned but not developed as discrete contentions of error not properly raised]; Cal. Rules of Court, rule 8.204(a)(1)(B) [requiring appellant to state each point under a separate heading or subheading].)
5 The Developer asserts that the Town breached the contract when it failed to provide requested assurances that it would meet its obligations under the contract. The Developer claims it is “hornbook law that the failure to provide reasonably requested assurances is a repudiation. [Citations.]” This assertion fails on appeal, however, because this theory was not presented to the jury by instructions at trial. ( Daniels v.

San Francisco (1953) 40 Cal.2d 614, 623, 255 P.2d 785 [appellate court cannot affirm based on theory not presented to jury].)
6 Section four of Resolution 89–41 of the town council of Mammoth Lakes states: “The Town Council acts on behalf of the Town of Mammoth Lakes only by motion, resolution or ordinance duly adopted at a duly noticed meeting of the Town Council. Except for such a motion, resolution or ordinance, no oral or written communication or comments during the course of any Town Council meeting or at any other time by any member of the Town Council or any other person constitutes an action of the Town Council or an act legally attributable to the Town of Mammoth Lakes.”
7 At the end of its opening brief argument that the Developer failed to establish a breach attributable to the Town, the Town appends a two-sentence assertion that the trial court “compounded its prejudicial error” by not instructing the jury using a Town-proposed jury instruction modeled after Resolution 89–41. This assertion makes no sense because the error of which the Town complains is lack of sufficient evidence, not some prejudicially erroneous action of the trial court. Because the Town makes no separate contention, supported by authority and analysis, that the jury was misinstructed, we need not consider further this statement in the opening brief. (See People v. Freeman, supra, 8 Cal.4th at p. 482, fn. 2, 34 Cal.Rptr.2d 558, 882 P.2d 249; Cal. Rules of Court, rule 8.204(a)(1)(B).)
ITEM 18.1. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 28 8 The court instructed: “There are times when a party enters into two inconsistent or mutually exclusive contracts. This occurs when performance of one contract will by necessity require a breach of the other contract. In those circumstances, it is not an excuse to performance of one contract that the party chose to perform the other contract.”
9 The Town attacks the Developer for mentioning that the Developer spent $15 million to $17 million on airport improvements. The Town asserts that the Developer has been able to profit from those improvements. To be clear, the Developer is not claiming the $15 million to $17 million expended on airport improvements as damages in this case.
** Retired Presiding Justice of the Court of Appeal, Third Appellate District, assigned by the Chief Justice pursuant to article VI, section 6 of the California Constitution.

End of Document © 2023 Thomson Reuters. No claim to original U.S. Government Works.

ITEM 18.1. ATTACHMENT 3

Filed 07/03/12 Case 12-32463 Doc 1
ITEM 18.1. ATTACHMENT 3

Filed 07/03/12 Case 12-32463 Doc 1
ITEM 18.1. ATTACHMENT 3

Filed 07/03/12 Case 12-32463 Doc 1
ITEM 18.1. ATTACHMENT 3

1 The Law Offices of Gloria D. Smith 48 Rosemont Place
San Francisco, CA 94103
(415) 308-9124
[email protected]
March 30, 2023
By E-mail
Mayor Linda Budge
Vice Mayor David M. Sander, Ph.D.

Councilmember Donald Terry
Councilmember Siri Pulipati
Councilmember Garrett Gatewood
Stacy Leitner, City Clerk
[email protected]
City of Rancho Cordova
Rancho Cordova City Council
2729 Prospect Park Drive
Rancho Cordova, CA 95670
RE: LogistiCenter at Rancho Cordova (PLND-1021-0015): Threat of Litigation Dear Mayor Budge, Honorable Council Members:

On behalf of Stone Creek Residents for Smart Growth, I have reviewed the City Council’s notice regarding a closed conference on March 30 with legal counsel to discuss threats of litigation from two developers over the approval process for the LogistiCenter application. The notice enumerated three potential lawsuits concerning the City’s obligations under a 2003 development agreement between the County of Sacramento and Elliott Homes. We ask that you add a fourth potential case to that list.

In letters dated January 27, February 13 and March 6, 2023, Stone Creek Residents have shown conclusively that the development agreement was never properly adopted in the first instance; but even if it had been operative for 15 years, the DA has expired and is no longer binding on the City. Neither Dermody’s counsel nor the firm Hanson Bridgett have mounted a colorable defense of the development agreement. At best, both appear to argue that because the City and other agencies assumed the DA was valid for prior project ITEM 18.1. ATTCHMENT 4

2 approvals, and no one pointed out its deficiencies then, the City should simply ignore the law and continue as if the development agreement remains operative. The problem is the City now knows the DA is not in effect. As such, Stone Creek Residents are fully prepared to seek judicial review on the interpretation of Government Code section 65865.3 should the City ignore the plain reading of the law and approve the project under the expired development agreement. Please add to your list Stone Creek Residents’ intentions to sue should you approve the project under the 2003 DA.

THE LAW OFFICES OF GLORIA D. SMITH

Gloria D. Smith
ITEM 18.1. ATTCHMENT 4

City Council Staff Report – Page 1 of 22

MEMORANDUM
ITEM 18.2.

DATE: April 17, 2023
TO: Honorable Mayor and Council Members
FROM: Darcy Goulart, Planning Manager
SUBJECT: STONECREEK INDUSTRIAL CENTER MAJOR DESIGN REVIEW AMENDMENT; PROJECT NO. PLND-1121-0020
PROPERTY OWNER:

Dermody Properties
5500 Equity Avenue
Reno, Nevada 89502
APPLICANT/DEVELOPER:

Dermody Properties
5500 Equity Avenue
Reno, Nevada 89502
PROJECT: The applicant requests a Major Design Review Amendment for development of four light industrial warehouse with office accessory buildings totaling 602,004 square-feet that includes parking, lighting, and landscaping located within the Villages of Zinfandel Special Planning Area.

FILE: PLND-1021-0020
LOCATION: Southeast corner of Zinfandel Drive and Baroque Drive APN: 072-380-001 thru 018-0000
PLANNER: Darcy Goulart, Planning Manager

RECOMMENDATION
There is no staff recommendation at this time.

Staff will be seeking additional direction from Council for this project. Staff requests that the Council receive testimony, continue the public hearing to May 15, 2023, potentially appoint an ad hoc City Council subcommittee (two members), ask any questions, deliberate, and provide staff sufficiently detailed direction to return with final hearing documents and plan revisions at the May 15, 2023 City Council meeting.

RESULT OF RECOMMENDED ACTION
No final action. Continue the public hearing for possible action on May 15, 2023.

VILLAGES OF ZINFANDEL SPECIAL PLANNING AREA BACKGROUND
The Project, Stonecreek Industrial Center, is located within the Villages of Zinfandel Special Planning Area (ZSPA). The Special Planning Area was approved in 2002 by Sacramento County. The ZSPA includes residential, commercial, business professional, light industrial, parks, bike trails, and open space uses. An Environmental Impact Report (EIR) was prepared,

City Council Staff Report – Page 2 of 22
which took into consideration full build out impacts of the ZSPA, including biological, noise, traffic, and utilities. The EIR was certified for the Special Planning Area in 1998 by Sacramento County and a Mitigation Monitoring Reporting Program was adopted.

When the ZSPA was adopted, the property owners entered into a Development Agreement with Sacramento County, which had jurisdiction over the planning area at the time. This Development Agreement created vested rights for the property owner which effectively solidified all regulations and developments standards at that time (2003) to be applicable within the ZSPA for the life of the Development Agreement. At the time that these vested rights were created between the property owners and the County, the 2003 Sacramento County Zoning Code was the applicable document and therefore continues to be the regulatory document utilized for permitted and conditionally permitted uses and development standards such as building size, setbacks, landscaping, and parking for projects under review today.

In addition to the vested rights of the property established by the Development Agreement, the Villages of Zinfandel’s allowed uses and development standards are further limited by the Mather Field Airport’s overflight zone which is “governed” by the Sacramento Area of Council of Governments and the Mather Airport Land Use Plan. The Land Use Plan (LUP) includes limitations based upon a property’s proximity to the airport. Areas that are most restrictive are those within the flight safety zones which are within the direct approach/departure flight paths of the runway. These areas are limited in both use and construction to minimize potential destruction if an accident should occur. The Land Use Plan also includes “Sound Contours” which are areas of excessive noise from the approach and departure of planes on the runway.

The noise levels in these areas range from 75-60 decibel’s which further dictates allowed uses within the area as these noise levels would not be comfortable or appropriate for certain uses such as office space or residential housing which has a limitation of a maximum of 55 decibels.

The Land Use Plan of the airport in conjunction with the vested rights of property owners in the Villages of Zinfandel SPA are both utilized in reviewing projects to determine which uses are allowed within certain areas of the ZSPA and which development standards are applicable to each project.

PROJECT BACKGROUND
The project was originally presented on April 18, 2022, at the regularly scheduled City Council Meeting. After the City Council was presented the project and took public testimony, there were concerns raised by both the Council and the public and the meeting was continued to a date uncertain. Since that time, additional community outreach meetings have been held. Staff has continued to work with the Applicant to address the concerns raised and has provided the revised project plans. The overall square footage and site layout have not changed since April 2022. However, the design has changed. The staff report includes the elevations presented in April 2022, as well as the proposed elevations for the Stonecreek Industrial Center project.

Previous Entitlement Approval:

The project site had previous entitlements that were approved as follows:

April 2006: Tentative Parcel Map that included the light industrial zoned area to the west and south. Divided 3 parcels into 93 parcels.

Feb 2009: Tentative Subdivision Map Amendment and Design Review that included amending the project site into 10 parcels to accommodate 10 industrial buildings.

City Council Staff Report – Page 3 of 22
2017: The 2009 Tentative Subdivision Map expired in 2017.

June 2019: Tentative Parcel Map for 18 parcels and a Major Design Review for 603,830 square foot light industrial buildings to include parking, lighting, and landscaping.

Below is the site plan, elevations and landscape plan for the June 2019 approval. A final map was recorded in 2020 to create the 18 lots. In order to build this project, a developer would need to submit the required plans to obtain all the necessary permits, such as improvement plans and building permits. No additional discretionary entitlements are needed.

Further down in this staff report, a comparison of the two projects will be summarized.

Figure 1: 2019 Stonecreek Industrial Site Plan

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Figure 2: 2019 Stonecreek Industrial Elevations

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City Council Staff Report – Page 6 of 22
Figure 3: 2019 Stonecreek Industrial Landscape Plan

PROJECT ANALYSIS
The Project, Stonecreek Industrial Center, is located at the Southeast corner of Zinfandel Drive and Baroque Drive.

Figure 4: Site Location

City Council Staff Report – Page 7 of 22
The following Table provides the current use, General Plan/Community Plan, and zoning.

Table 1: Surrounding Designations and Existing Uses
General Plan Zoning Land Use
Subject
Property
Light Industrial ZSPA Light Industrial Proposed Light Industrial buildings
North Light Industrial and
Low Density
Residential
Open Space and
ZSPA Low Density
Residential
Bike Path and
Single Family residential
subdivision
South Open Space and Light
Industrial
Open Space and (ZSPA)
Light Industrial
Bike Path and Undeveloped
land
East Light Industrial, Open
Space and Public
Quasi
ZSPA Light Industrial, Open
Space, and Parks Open
Space Habitat
Water Tank, Bike Path, and
Folsom Canal
West Light Industrial ZSPA Light Industrial Industrial Warehouse building
Figure 5: Adjacent Zoning and Land Uses:

MAJOR DESIGN REVIEW AMENDMENT:

Site Design
The applicant, Dermody Properties, is proposing the following:
• Four (4) warehouse/office buildings totaling 602,004 square feet that will be built in 2 phases.
• 605 vehicle parking spaces and 75 short and long term bicycle parking spaces • 144 building truck bays
• 85 trailer parking spaces
• 3 driveways and a new traffic signal on Zinfandel Drive • An emergency vehicle access driveway on Baroque Drive

City Council Staff Report – Page 8 of 22
The proposed Stonecreek Industrial Center site plan layout includes building front elevations facing the north (along Baroque Drive) and the south (along the bike path) with the rear elevations that include truck dock doors facing interior to the site. The proposed uses for the four buildings are Warehouse use: 511,703 sq. ft. and Office use 90,301 sq. ft. The map will be consistent with the site plan development as 4 lots or less as a condition of approval.

Figure 6: Proposed Site Plan
Architectural Design
The proposed project includes buildings that are designed for warehouse and office accessory uses. The proposed buildings have a consistent architectural style and theme building design.

The buildings include a variety of materials and colors (light and dark tones with an accent color, different texture paneling to include wood texture). The loading dock areas are internal to the site.

The minimum setbacks for the LI designated parcels in the VOZSPA are 25 ft. in the front, 25 ft. on the street side/corner, 0 ft. interior if adjacent to non residential zones and 10 ft. in the rear if adjacent to non residential zones.

For purposes of setbacks, adjacent to means it shares a boundary line. As can be seen in Figure 5, the project site does not share a boundary line with a non residential zone. All proposed buildings meet the minimum setback requirements. Based upon the shape of the parcel and building placement, proposed Building A is the closest to Zinfandel and Baroque.

The closest distance of this building to various locations are as follows:

City Council Staff Report – Page 9 of 22
Street Name Bldg. A to the Property
Line
Bldg. A to closest edge of the
Open Space/Ped. trail
Bldg. A to the
opposite side of the
Street
Baroque Dr. 168 ft. 260 ft. 306 ft.

Zinfandel Dr. 106 ft. No open space/ped. trail along
Zinfandel
219 ft.

The height limitations of buildings located in the VOZSPA default to the 2003 Sacramento County Zoning Code. Pursuant to Section 325-04(a) of the 2003 Sacramento County Code, buildings within industrial zones are limited to 24 feet in height if located within 100 feet of or adjacent to a residential zone. Buildings that are not within 100 feet of or contiguous to a residential zone are limited to 100 feet. The proposed buildings range in height from 42 ft. up to 45 ft. As shown in Figure 5 the site is not contiguous to a residential zone. Additionally, as discussed above, the closest building to a residential zone, is Building A which is over 300 feet away from the residential homes to the north of Baroque. The proposed height thus complies with Section 325-04.

Figure 7: Proposed Architectural Elevations – Bldg. A and B

City Council Staff Report – Page 10 of 22
Figure 8: Proposed Architectural Elevations – Bldg. C
Figure 9: Proposed Architectural Elevations – Bldg. D

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Figure 10: Proposed Architectural Elevations – Renderings Landscape Plan
The proposed landscape plan includes a variety of trees, shrubs, and ground cover that provides the required shade area and enhances the appearance of the site. Accent landscaping has been provided at key project entries. Additional landscaping is provided along the area between the parking and bike trail on Baroque Drive to provide a natural buffer between the open space/bike trail and residential subdivision. This existing open space/bike trail is around 85 feet at the narrowest point and around 200 feet wide as you travel east on Baroque.

The project also includes various layers of evergreen trees planted on top of an 8 foot tall berm that runs along a span of Baroque near the northwestern portion of the site and ends at the EVA driveway. Due to the shape of the site, there is not adequate room to extend the berm from the east side of the EVA entrance to the eastern boundary of the site. The sound screen wing walls, front and side elevations of the buildings include trellises with vines for a vertical landscape element. A line of trees is provided along the southern property that is adjacent to the bike trail.

City Council Staff Report – Page 12 of 22
Figure 11: Landscape Plan

City Council Staff Report – Page 13 of 22
Figure 12: Loading Dock Screen Wall Location
Figure 13: Loading Dock Screen Wall Detail
Parking
Consistent with the 2003 Sacramento County Zoning Code and the VOZSPA the proposed project parking complies with the required parking for a light industrial warehouse use. The parking requirement for the proposed use is 500 parking stalls. The site plan includes 605 parking stalls. The parking spaces are evenly distributed throughout the site. A site can accommodate 75 bicycles, between 50 short term and 25 long term space.

Decorative
Screen walls
Zinfandel Drive

City Council Staff Report – Page 14 of 22
The site plan includes 85 truck trailer parking stalls located on the eastern side of the site. The applicant states that the truck trailer parking location may be installed at a later phase. This area is proposed to have additional screening by utilizing a combination of solid fencing and landscaping.

Figure 14: Truck Trailer Parking Location
Access
The Applicant provided a Traffic Signal Feasibility Study, Attachment 4, for the proposed new traffic signal on Zinfandel Drive.

The proposed project includes access improvements as follows; • The Zinfandel Drive northern driveway and middle driveway will be right-in and right-out driveways.
• The Zinfandel southern driveway includes a new traffic signal that will provide an all access driveway (left turns and right turns).
• Truck access into and out of the site will be via the south and middle driveway. • The existing bike trail will be relocated to the south side of the new driveway. The existing pedestrian signal will be removed and the pedestrian and bike crossing will be combined with the new signal.
• The Emergency Vehicle Access driveway on Baroque Drive will include an electronic gate and will be utilized by emergency vehicles only. The California Fire Code requires that access to the site is provided at several site specific locations.

Existing Masonry Wall
Screening: Solid
Fence and
Landscaping
Trailer Parking

City Council Staff Report – Page 15 of 22
• Non-passenger and commercial vehicles shall not be permitted to use Baroque Drive or other residential neighborhood roads.
• Sidewalk along Zinfandel Drive will be constructed along with pedestrian connections to the existing bike trail on Baroque Drive.

As part of an effort separate from this project, staff have begun the design process for traffic calming on Baroque Drive. The process will include design and public outreach leading to construction.

Figure 15: Access Driveway Locations
Traffic Signal Feasibility Study
The Traffic Signal Feasibility Study for the new signal on Zinfandel Drive included the following conclusions:

1. Under existing plus project with signalized access condition, all study intersections are projected to satisfy the City’s LOS D minimum standard.

New Signal
Location with Bike
and Pedestrian
Crossing
EVA Driveway
Right in Right
Out Driveways

City Council Staff Report – Page 16 of 22

2. The addition of a signalized access reduces the volume of traffic using the southbound left turn lane at the Zinfandel Drive / Baroque Drive / Mather Blvd intersection. The morning peak hour queue in that lane which is projected to exceed the available storage without the signal would be contained in the available lane with the signaled access.

3. Adding a new signalized access would reduce the overall travel speed on Zinfandel Drive from Douglas Road to the new access, but the difference in the overall average speed from Douglas Road to International Drive is only one mph.

4. The new crossing would increase the distance traveled by pedestrians and cyclists along the trail by about 200 feet.
a. Note that staff are collaborating with the applicant to evaluate possible alternatives.

5. The new crossing could introduce the possibility of conflicts between pedestrian – cyclists and automobiles – trucks that do not exist today. This issue can be addressed in the final design of the intersection, however, by designing the signal to separate pedestrians from vehicles turning left out of the site and by widening the intersection as necessary to ensure that truck turning requirements do not encroach into opposing driveway lanes or into the Class II bike lanes along Zinfandel Drive. Wide landings, consistent with the current crossing layout would also be needed at the new intersection corners.

6. Limiting Baroque Drive access to “emergency vehicles only” would divert roughly 1,865 daily project trips from Baroque Drive to access locations on Zinfandel Drive.

7. The new signalized access will allow the site to be designed to focus truck traffic (i.e., 152 to 362 daily trips) to driveways on Zinfandel Drive and away from Baroque Drive.

Trip Generation Analysis:

The Villages of Zinfandel Specific Plan Area Environmental Impact Report (EIR) included a traffic study that assumed the transportation impacts of the plan area including the subject light industrial site on the City roadway network. To ensure conformance with the plan area EIR, a trip generation analysis was completed by KD Anderson & Associates for the approved Stonecreek Industrial Center. Trips were differentiated between passenger cars and large delivery trucks and the analysis demonstrated that the proposed project will generate less trips than assumed in the original specific plan EIR.

The proposed Stonecreek Industrial Center is projected to generate 2,986 daily trips with 421 trips in the a.m. peak hour and 409 trips in the p.m. peak hour. Of those trips, trucks are estimated to comprise about 152 to 362 daily trips. Trucks would comprise generally lower shares of the project’s traffic during the a.m. and p.m. peak hour commute hours as employee commute trips would be the primary component at that time.

Bike and Pedestrian Trail Connections
The proposed project provides the following pedestrian and bike trail connections. • Yellow Line: New sidewalk built along Zinfandel Drive that will provide connection from the existing northern and southern pedestrian and bike trail. • Orange Line: Several connections from the site to the existing pedestrian and bike trail.

City Council Staff Report – Page 17 of 22
Figure 16: New Pedestrian and Bike Trail Connections
The immediate area to the project site includes existing Class I and Class II Bike Trails. The addition of the sidewalk with connections will complete a loop around the project site of approximately 1.22 miles.

City Council Staff Report – Page 18 of 22
Figure 17: Vicinity Bike Trail Map
April 2022 Elevations & Landscape Plan
As stated above, the project was initially heard at the April 18, 2022 City Council meeting and continued to a date uncertain. The plans below were presented at that meeting for consideration. Notable differences between the April 2022 proposal and the current proposal are as follows:
• The building height was between 44 ft. – 48 ft. The revised height is between 42 ft. and 45 ft.
• Change in color pallet.
• Increased use of windows, as well as increasing the height of end cap entrance windows.
• Increased landscape screening and density of landscaping. • Incorporation of a landscape berm along Baroque.

Project
Site

City Council Staff Report – Page 19 of 22

City Council Staff Report – Page 20 of 22
PROJECT COMPARISONS – APPROVED 2019 VS. PROPOSED
2019 Approved Project Proposed Project
# of Parcels 18 4
# of Buildings 10 (18 lease or for sale
spaces)
4 Square Footage 603,830 sq. ft. 602,004 sq. ft.

Height 30 ft. – 35 ft. 42 ft. – 45 ft.

Loading Docks 152 144
Parking Spaces 716 stalls 605 stalls
Truck Parking Spaces No designated trucks stalls 85 stalls Distance of closest building
to residential neighborhood.
188 ft. 306 ft.

Along with what is included in the table above, a few other differences between the two projects include access, landscaping and noise. The 2019 approval included two access points onto Zinfandel and one onto Baroque. The proposed project has three driveways off of Zinfandel, with the southern entrance proposed as a signalized entrance. The access off of Baroque is now proposed as only an emergency vehicle access (EVA) and can only be utilized by emergency vehicles. This access will be gated. The landscaping on the proposed project is considerably more dense and includes some berming to help screen the project site.

Regarding noise impacts, the layout and design of the 2019 approved project warranted the incorporation of a 7 ft. sound wall adjacent to the loading docks facing Baroque Drive.

Additionally, 6 of the 18 tenant spaces were restricted to limited evening hours due to potential noise and the impact it could have on the nearby residences. The proposed project has been designed to utilize the buildings as a noise barrier and the loading docks have been placed internal to the project. The findings of the noise study for the proposed project do not require the use of sounds walls or restrictions on hours to achieve the General Plan noise criteria.

ENVIRONMENTAL
The Stonecreek Industrial Center Major Design Review Amendment is exempt from CEQA review under CEQA State Guidelines Section 15183. This exempts from CEQA projects that are consistent with the development density established by existing zoning, community plan, or general plan policies for which an Environmental Impact Report (EIR) was certified, except as

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might be necessary to examine whether there are project-specific significant effects which are peculiar to the project or its site and which were not addressed as significant effects in the prior EIR, or which substantial new information shows will be more significant than described in the prior EIR. The project is located within the Villages of Zinfandel Special Planning Area (VOZSPA). An EIR was certified by the Sacramento County Board of Supervisors in 1998 for the VOZSPA. Additionally, a Supplemental EIR was prepared and certified by the Sacramento County Board of Supervisors in 2002 for the plan area.

The Stonecreek Industrial Center Major Design Review Amendment involves development of a 602,004 square foot industrial shell building with parking and loading docks. The development also includes landscaping, drainage, and required screening/fencing for a loading dock area.

The Light Industrial (LI) site was identified in the Villages of Zinfandel Special Planning Area EIR and uses contemplated within the LI designation include those uses listed in the Sacramento County Zoning Code under the M-1 (Light Industrial) and MP (Industrial Office Park) use tables located in Chapter 25 and Chapter 30. Warehousing is permitted by right uses as listed in Table IV I.3.

Additional supplemental technical studies were prepared to further support that no additional project related impacts would occur as a result of the proposed project. These technical studies include additional traffic analysis, as well as a noise study. The traffic analysis results were summarized above in this staff report. The noise study included the site plan, potential uses for the site, and the traffic analysis, completed by KD Anderson & Associates to complete the study. The study concluded that based on the analysis and results, noise levels associated with project generated off-site traffic and on-site operations at the proposed Stonecreek Industrial Center are expected to satisfy the applicable Rancho Cordova General Plan noise criteria at the nearest existing residential uses. As a result, no further consideration of noise mitigation measures would be warranted for the project.

As this Major Design Review Amendment is consistent with the Special Planning Area and the environmental documentation prepared for the Special Planning Area, it is exempt from CEQA review. So long as the project does not have any project-specific significant effects peculiar to the Major Design Review Amendment and not identified in the previous environmental documentation, the project is exempt and no additional environmental document pursuant to CEQA is required.

The project applicant is requesting approval of a Major Design Review Amendment for the proposed project. Additionally, under CEQA, the City lacks the discretion under the Major Design Review approval process to consider environmental effects not related to the design of the Project, including, but not limited to human health impacts from toxic air contaminants, greenhouse gas emissions, and impacts of biological resources.

RECOMMENDATION
Staff will be seeking additional direction from Council for this project. Staff requests that the Council receive testimony, continue the public hearing to May 15, 2023, potentially appoint an ad hoc City Council subcommittee (two members), ask any questions, deliberate, and provide staff sufficiently detailed direction to return with final hearing documents and plan revisions at the May 15, 2023 City Council meeting.

City Council Staff Report – Page 22 of 22

ATTACHMENT(S)

1. Project Plans

2. Noise Study

3. Miller Starr Regalia Letter_3.20.23

4. Presentation

project number : scale : stamp
drawn by :checked by :
plot date :
approved for the architect by :approved for the owner by : sheet no. : 2214068.00 AS NOTED RDG 11-10-2021 JDL A INITIAL PLAN REVIEW SUBMITTAL 11-10-2021 1 PLND-1121-0020 PC COMMENTS 01-21-2022 2 PLND-1121-0020 PC COMMENTS 3RD SUBMITTAL 03-07-2022 3 RE-SUBMITTAL TO PLANNING 4TH SUBMITTAL 02-13-2023 issue : description : date : OWNER / DEVELOPER: TENANT'S DEVELOPMENT MANAGER: 500 Equity Avenue Reno, NV 89502 GEORGE CONDON Partner, West Region PRELIMINARY DESIGN DOCUMENTS FOR: CITY OF RANCHO CORDOVA, CALIFORNIA BAROQUE DRIVE & ZINFANDEL DRIVE SOUTH EAST CORNER OF STONECREEK INDUSTRIAL PARK A00.1 COVER SHEET P:530-662-1755 F:530-662-4602 CIVIL ENGINEER: LAUGENOUR and MEIKLE P.O. BOX 828 WOODLAND, CA 95776 BRYAN BONINO [email protected] VICINITY MAP: PROJECT TEAM: OWNER DERMODY PROPERTIES RENO, NEVADA 89502 GEORGE CONDON [email protected] JEFF LEONHARDT, SACRAMENTO, CA 95811 1718 3RD STREET, SUITE 101 RMW ARCHITECTURE & INTERIORS ARCHITECT: P: 916-956-0033 P:916-449-1400 x405 [email protected] [email protected] JEFF AMBROSIA AUBURN, CA 95603 1223 HIGH ST. YAMASAKI LANDSCAPE ARCHITECTURE LANDSCAPE DESIGNER P: 530-885-0040 500 EQUITY AVENUE PROJECT ARCHITECT & A00.1 * COVER SHEET A00.2 * PROJECT RENDERINGS A00.3 * PHASING PLAN A01.0 * PRELIMINARY MASTER SITE PLAN A01.1 * ENLARGED SITE PLAN - A A01.2 * ENLARGED SITE PLAN - B A01.3 * ENLARGED SITE PLAN - C A01.4 * ENLARGED SITE PLAN - D A01.5 SITE DETAILS A01.6 * SITE DETAILS A03.1 * EXTERIOR ELEVATIONS - A & B A03.2 * EXTERIOR ELEVATIONS - C A03.3 * EXTERIOR ELEVATIONS - D A04.1 * LINE OF SIGHT DIAGRAM C201 CIVIL SITE PLAN C301 GRADING AND DRAINAGE PLAN C302 GRADING AND DRAINAGE PLAN C303 GRADING AND DRAINAGE PLAN C304 GRADING AND DRAINAGE PLAN C401 UTILITIES PLAN C402 UTILITIES PLAN C403 UTILITIES PLAN C404 UTILITIES PLAN C801 CROSS SECTIONS C802 CROSS SECTIONS C901 FIRE PLAN L1 * LANDSCAPE PLAN L1.1 PLANTING PLAN A L1.2 PLANTING PLAN B L1.3 PLANTING PLAN C L1.4 PLANTING PLAN D L1.5 PLANT SCHEDULE AND NOTES E1.1 OVERALL PHOTOMETRIC PLAN E1.2 BUILDING A PHOTOMETRIC PLAN E1.3 BUILDING B PHOTOMETRIC PLAN E1.4 BUILDING C PHOTOMETRIC PLAN E1.5 BUILDING D PHOTOMETRIC PLAN E1.6 LIGHTING CUT SHEETS * DENOTES A SHEET TO BE PRINTED IN FULL COLOR SHEET INDEX: PERSPECTIVE IMAGE OF PROPOSED BUILDINGS LOCATION PROJECT PROJECT DESIGNER ASLA, CLIA, LEED AP PLANNING SUBMITTAL DRAWINGS FOR: STONECREEK INDUSTRIAL PARK SOUTH EAST CORNER OF BAROQUE DRIVE & ZINFANDEL DRIVE RANCHO CORDOVA, CA Site: The project site is located on the north east side of Zinfandel Drive and North Baroque, in the City of Rancho Cordova, California. The 41± acre site is currently undeveloped. Building: The project plan proposes four industrial buildings totaling 602,004 square feet. The industrial buildings will be of Type VB construction, site cast, tilted concrete panels with a variety of architectural enhancements. The typical wall panels are to be enhanced with reveals and a textured elastomeric, multicolored coating system. The areas around the building entries are also enhanced with fluted and wood textured formliner, tinted glazing in aluminum frames and overhead steel-framed painted canopies. The placement of these enhancements is focused at those locations most visible from the public roadways. Site Access and Parking: There are three site entrance driveways proposed along Zinfandel Drive. The southernmost entrance proposes relocating the existing traffic light to serve this entry / exit. The center driveway will primarily serve semi traffic. The northernmost driveway will be for vehicle parking only. The site plan proposes a total of 832 vehicle parking stalls for employees and or customers. Signage: The proposed signage in this submittal includes is for reference only. Criteria for future tenant signage will be provided at a later and under a separate permit as required. Landscaping: The project will be fully landscaped using plants appropriate for and indigenous to the City of Rancho Cordova. Low water use plants will be used extensively, while moderate water use plants will be concentrated at accent points, such as driveways and building entries. For further landscaping design information, see "Design Notes" on the LP Preliminary Landscape Plan. Sustainable Materials & Construction Practices: The project will incorporate a variety of sustainable materials and construction practices to include the following: 1) A storm water pollution prevention plan to minimize contamination, erosion, and dust pollution during construction. 2) Storage and collection of recyclable materials. 3) Construction waste management. 4) Environmental tobacco smoke control. 5) Heat reflecting roof membranes. 6) Light pollution reduction. 7) Water efficient landscaping. 8) Water use reduction methods. 9) Low VOC emitting sealants, adhesives, coatings, floorings, and wood materials. 10) Roof structures designed to accommodate additional weight for roof-top photovoltaic electricity generation panel arrays. 11) California Green Building Code compliant electric vehicle charging stations at seven locations. 12) The project architect is a LEED accredited professional and will apply his knowledge of LEED techniques and practices to the project design and construction. PROJECT NARRATIVE: ZINFANDEL DRIVE N MATHER BLVD. BAROQUE DR. DERMODY PROPERTIES PLEASE CLICK ON THE FOLLOWING LINK TO VIEW AN ANIMATION OF THE PROPOSED PROJECT : https://youtu.be/2xkZ35uU0UM ITEM 18.2. ATTACHMENT 1

A00.2 TYPICAL BUILDING RENDERINGS project number : scale : stamp drawn by :checked by :
plot date :
approved for the architect by :approved for the owner by : sheet no. : 2214068.00 AS NOTED RDG 11-10-2021 JDL A INITIAL PLAN REVIEW SUBMITTAL 11-10-2021 1 PLND-1121-0020 PC COMMENTS 01-21-2022 3 RE-SUBMITTAL TO PLANNING 4TH SUBMITTAL 02-13-2023 issue : description : date : OWNER / DEVELOPER: TENANT'S DEVELOPMENT MANAGER: 500 Equity Avenue Reno, NV 89502 GEORGE CONDON Partner, West Region PRELIMINARY DESIGN DOCUMENTS FOR: CITY OF RANCHO CORDOVA, CALIFORNIA BAROQUE DRIVE & ZINFANDEL DRIVE SOUTH EAST CORNER OF STONECREEK INDUSTRIAL PARK 1 PROJECT RENDERINGS A: VIEW OF TYPICAL BUILDING MAIN CORNER ENTRY B: VIEW OF TYPICAL BUILDING FRONT ELEVATION C: VIEW OF TYPICAL BUILDING SECONDARY ENTRY E: VIEW OF PROPOSED BUILDING ALONG ZINFANDEL D: VIEW OF MONUMENT SIGN F: VIEW FROM SOUTHERN BIKE PATH LOOKING NORTH 1 1 1 1 1 1 1 3 ITEM 18.2. ATTACHMENT
1

BAROQUE DRIVE

ZINFANDEL DRIVE
BAROQUE DRIVE T T T T A 169,536 SQ. FT. 36' INTERNAL CLR. HEIGHT 36 DOCK DOORS 2 GRADE LEVEL DOORS D 125,796 SQ. FT. 36' INTERNAL CLR. HEIGHT 34 DOCK DOORS 2 GRADE LEVEL DOORS C 137,136 SQ. FT. 36' INTERNAL CLR. HEIGHT 37 DOCK DOORS 2 GRADE LEVEL DOORS NO TRUCKS STOP ONLY VEHICLES EMERGENCY OSELOT WAY B 169,536 SQ. FT. 36' INTERNAL CLR. HEIGHT 37 DOCK DOORS 2 GRADE LEVEL DOORS project number : scale : stamp drawn by : checked by : plot date : approved for the architect by : approved for the owner by : sheet no. : 2214068.00 AS NOTED RDG 11-10-2021 JDL A INITIAL PLAN REVIEW SUBMITTAL 11-10-2021 1 PLND-1121-0020 PC COMMENTS 01-21-2022 3 RE-SUBMITTAL TO PLANNING 4TH SUBMITTAL 02-13-2023 issue : description : date : OWNER / DEVELOPER: TENANT'S DEVELOPMENT MANAGER: 500 Equity Avenue Reno, NV 89502 GEORGE CONDON Partner, West Region PRELIMINARY DESIGN DOCUMENTS FOR: CITY OF RANCHO CORDOVA, CALIFORNIA BAROQUE DRIVE & ZINFANDEL DRIVE SOUTH EAST CORNER OF STONECREEK INDUSTRIAL PARK A00.3 CONSTRUCTION PHASING PLAN 1 PRELIMINARY SITE PLAN PHASE 1 PHASE 2 ITEM 18.2. ATTACHMENT
1

BAROQUE DRIVE

ZINFANDEL DRIVE
BAROQUE DRIVE T T T T A 169,536 SQ. FT. 36' INTERNAL CLR. HEIGHT 36 DOCK DOORS 2 GRADE LEVEL DOORS D 125,796 SQ. FT. 36' INTERNAL CLR. HEIGHT 34 DOCK DOORS 2 GRADE LEVEL DOORS C 137,136 SQ. FT. 36' INTERNAL CLR. HEIGHT 37 DOCK DOORS 2 GRADE LEVEL DOORS NO TRUCKS STOP ONLY VEHICLES EMERGENCY OSELOT WAY B 169,536 SQ. FT. 36' INTERNAL CLR. HEIGHT 37 DOCK DOORS 2 GRADE LEVEL DOORS 24'-3" 17'-3" 19'-3" 74'-6" 98'-10" 44'-3" 17'-4" SITE CONCRETE LANDSCAPE AREA BUILDING AREA ASPHALT AREA EXISTING PROPERTY LINE 9' X 10' OVERHEAD DOCK LEVEL DOOR 12' X 14' OVERHEAD GRADE LEVEL DOOR NEW PARCEL LINE FIRE DEPARTMENT TURN RADIUS: BUILDING A 1/A01.1 BUILDING B 1/A01.2 BUILDING D 1/A01.4 BUILDING C 1/A01.3 project number : scale : stamp drawn by : checked by : plot date : approved for the architect by : approved for the owner by : sheet no. : 2214068.00 AS NOTED RDG 11-10-2021 JDL A INITIAL PLAN REVIEW SUBMITTAL 11-10-2021 1 PLND-1121-0020 PC COMMENTS 01-21-2022 2 PLND-1121-0020 PC COMMENTS 3RD SUBMITTAL 03-07-2022 3 RE-SUBMITTAL TO PLANNING 4TH SUBMITTAL 02-13-2023 issue : description : date : OWNER / DEVELOPER: TENANT'S DEVELOPMENT MANAGER: 500 Equity Avenue Reno, NV 89502 GEORGE CONDON Partner, West Region PRELIMINARY DESIGN DOCUMENTS FOR: CITY OF RANCHO CORDOVA, CALIFORNIA BAROQUE DRIVE & ZINFANDEL DRIVE SOUTH EAST CORNER OF STONECREEK INDUSTRIAL PARK A01.0 PRELIMINARY OVERALL SITE PLAN SCALE: 1 PRELIMINARY SITE PLAN 1" = 80'-0" 40'0' 80' 160' PLAN NORTH TRUE NORTH KEY PLAN OVERALL SITE STATISTICS KEYNOTES 234561 1 163 791011 1 1 1 1 1 8 6644 4 4 4 4 7 10 10 10 10 11 10 11 10 2 2 2 122 12 12 12 5 3 3 13 1688 12 SITE LEGEND 1314 TYP. 15 14 TYP. 13 14 13 14 TOTAL SITE AREA: 1,770,624 G.S.F. TOTAL BUILDING AREA: 602,004 G.S.F. WAREHOUSE (85% ASSUMED): 511,703 G.S.F. OFFICE (15% ASSUMED): 90,301 G.S.F. OVERALL SITE F.A.R.: 34.00% TOTAL PARKING REQUIRED: 500 WAREHOUSE: (.5/1,000 S.F.) = 256 OFFICE (2.7/1,000 S.F.) = 244 BIKE PARKING REQUIRED: 75 SHORT TERM (10% OF REQ'D) = 50 LONG TERM (5% OF REQ'D) = 25 7 16 13 14 1718 18 TYP. 18 TYP. 18 TYP. 19 20 9 9 18 15 9 9 20 1 1 1 1 1 1 1 1 19 TYP. 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 11 1 21 21 1 1 EXISTING PROPERTY LINES. PROPOSED PROPERTY LINES, SEE CIVIL DRAWINGS. EXISTING SITE EASEMENTS, SEE CIVIL DRAWINGS FOR MORE INFORMATION. TYPICAL LANDSCAPE PLANTER AREAS, SEE LANDSCAPE DRAWINGS NEW MONUMENT SIGN. SEE SHEET A01.5 FOR MORE INFORMATION. NEW CURB CUTS, SEE CIVIL DRAWINGS. TRASH ENCLOSURES W/ 40FT. APPROACH TYPICAL CONC. TILT OR CMU SOUND WALLS. SEE 3/A01.6. FINAL CONSTRUCTION TBD PRIOR TO IMPROVEMENT DRAWINGS. PROPOSED LOCATION OF BIKE TRAIL/PATH SIGN UNDER SEPARATE PERMIT EXISTING BIKE PATH TRAIL PROPOSED BIKE PATH TO BE CONNECTED TO EXISTING SITE LIGHTING, SEE PHOTOMETRIC PLANS PROPOSED LOCATION OF BREAK / AMENITY AREA. PROPOSED LOCATION OF POTENTIAL, FUTURE EXTERIOR LONG TERM BIKE PARKING. LONG TERM BIKE PARKING T.B.D. AT TIME OF FUTURE TENANT. BIKE LOCKERS ARE SHOWN ON THE SITE PLAN TO DEMONSTRATE THERE IS ADEQUATE SPACE ON SITE TO PROVIDE LOCKERS FOR FUTURE TENANT REQUIREMENT. CITY OF RANCHO CORDOVA ENCOURAGES FUTURE TENANT TO PROVIDE SPACE WITHIN WAREHOUSE. FINAL NUMBER AND LOCATIONS WILL BE DETERMINED ON FUTURE TENANT NEEDS AND REQUIREMENTS. CROSS HATCH PATTERN INDICATES PORTION OF EXISTING BIKE PATH TO BE REMOVED. SEE CIVIL DRAWINGS. CROSS HATCH PATTERN INDICATES PORTION OF THE EXISTING MEDIAN TO BE REMOVED. SEE CIVIL DRAWINGS. EXISTING FIRE HYDRANT. SEE CIVIL DRAWINGS. PROPOSED FIRE HYDRANT. SEE CIVIL DRAWINGS. PROTECTIVE BOLLARDS WHERE OCCURS EXISTING WALL SURROUNDING WATER TANK PROPOSED EMERGENCY ACCESS ROAD, SEE CIVIL DRAWINGS. PROPOSED TRAILER PARKING AREA. PROPOSED LOCATION OF BUS STOP PER PUBLIC WORKS COA #6E. SEE CIVIL DRAWINGS FOR MORE INFORMATION. 1 1 11 1 1 3 2 2 22 22 22 22 2 2 2 2 3 2 2 2 2 2 2 1 1 1 23 23 2 2 3 8 3 3 ITEM 18.2. ATTACHMENT
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T T T T A 169,536 SQ. FT. 36' INTERNAL CLR. HEIGHT 36 DOCK DOORS 2 GRADE LEVEL DOORS D NO TRUCKS STOP ONLY VEHICLES EMERGENCY ZINFANDEL DRIVE BAROQUE DRIVE SITE CONCRETE LANDSCAPE AREA BUILDING AREA ASPHALT AREA FIRE DEPARTMENT TURN RADIUS: EXISTING PROPERTY LINE 9' X 10' OVERHEAD DOCK LEVEL DOOR 12' X 14' OVERHEAD GRADE LEVEL DOOR NEW PARCEL LINE BUILDING A APN: 072-380-001 TO 18 ZONING: LI LIGHT INDUSTRIAL (ZSPA) SITE AREA: 465,092.69 G.S.F. = 10.68 ACRES BUILDING AREA: 169,536 G.S.F. F.A.R.: 36.45% CONSTRUCTION TYPE: III BUILDING HEIGHT 48'-0" NUMBER OF STORIES: 1 TOTAL PARKING REQUIRED: WAREHOUSE: (85% ASSUMED) 81 (169,536 * 85% = 161,059 @ 0.5 / 1,000 S.F.) OFFICE: (15% ASSUMED) 69 (169,536 * 15% = 25,430 S.F. @ 2.7 / 1,000) BICYCLE PARKING PER CITY OF RANCHO CORDOVA ZONING 23.719.110: SHORT TERM BICYCLE PARKING STALLS: 15 (10% OF REQUIRED VEHICLE STALLS) LONG TERM BICYCLE STALLS: 8 (5% OF REQUIRED VEHICLE STALLS) TOTAL STALLS REQUIRED: 150 TOTAL VEHICLE PARKING PROVIDED: STANDARD STALLS: 9'X19' (17' W/ 2'-0" OVERHANG) 126 COMPACT STALLS: 8'X16' (14' W/ 2'-0" OVERHANG) 48 (25% MAX OF TOTAL PARKING ALLOWABLE = 53) ADA ACCESSIBLE STALLS: 8 (7 TOTAL ADA STALLS REQ'D PER 2019 CBC 11B.208.2) REQUIRED PARKING FOR CLEAN AIR VEHICLES PER 2019 CGBC TABLE 5.106.5.2 AND TABLE 5.106.5.3.3: EV CHARGING STALLS: 21 (10% OF TOTAL PARKING SPACES = 204 * 0.10 = 21) STANDARD EV STALLS: 11 VAN ACCESSIBLE EV STALLS: 1 STANDARD ACCESSIBLE STALLS: 1 CLEAN AIR VEHICLES ( CLEAN AIR /VANPOOL/EV): 4 (25 TOTAL CLEAN AIR - 21 REQ'D EV = 4 ) TOTAL CLEAN AIR VEHICLES: 25 (12% OF TOTAL PARKING SPACES = 204 * 0.12 = 25 ) SHORT TERM BICYCLE PARKING STALLS: 16 (8 RACKS PROVIDED, 2 BIKES EACH) LONG TERM BICYCLE STALLS: 8 (FINAL AMOUNT TBD @ TIME OF TENANT IMPROVEMENT) TOTAL PARKING PROVIDED: 204 project number : scale : stamp drawn by : checked by : plot date : approved for the architect by : approved for the owner by : sheet no. : 2214068.00 AS NOTED RDG 11-10-2021 JDL A INITIAL PLAN REVIEW SUBMITTAL 11-10-2021 1 PLND-1121-0020 PC COMMENTS 01-21-2022 2 PLND-1121-0020 PC COMMENTS 3RD SUBMITTAL 03-07-2022 issue : description : date : OWNER / DEVELOPER: TENANT'S DEVELOPMENT MANAGER: 500 Equity Avenue Reno, NV 89502 GEORGE CONDON Partner, West Region PRELIMINARY DESIGN DOCUMENTS FOR: CITY OF RANCHO CORDOVA, CALIFORNIA BAROQUE DRIVE & ZINFANDEL DRIVE SOUTH EAST CORNER OF STONECREEK INDUSTRIAL PARK A01.1 ENLARGED SITE PLAN BUILDING A KEYNOTES: SITE INFORMATION / STATISTICS: SITE LEGEND 1 PRELIMINARY SITE PLAN 1 A04.1 ELEVATION REFERENCE: DETAIL NUMBER SHEET NUMBER DA03.1 CA03.1 A A03.1 B A03.1 1 A04.1 ELEVATION REFERENCE: DETAIL NUMBER SHEET NUMBER 1 1 1 1 1 1 1 1 1 11 1 1 3 A01.6 3 A01.6 1 1 1 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 1 2 ITEM 18.2. ATTACHMENT
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T T T T C 137,136 SQ. FT. NO TRUCKS OSELOT WAY B 169,536 SQ. FT. 36' INTERNAL CLR. HEIGHT 37 DOCK DOORS 2 GRADE LEVEL DOORS FIRE DEPARTMENT TURN RADIUS: BUILDING B APN: 072-380-001 TO 18 ZONING: LI LIGHT INDUSTRIAL (ZSPA) SITE AREA: 487,313.19 G.S.F. = 11.19 ACRES BUILDING AREA: 169,536 G.S.F. F.A.R.: 34.79% CONSTRUCTION TYPE: III OR V-B BUILDING HEIGHT 48'-0" NUMBER OF STORIES: 1 TOTAL PARKING REQUIRED: WAREHOUSE: (85% ASSUMED) 81 (169,536 * 85% = 161,059 @ 0.5 / 1,000 S.F.) OFFICE: (15% ASSUMED) 69 (169,536 * 15% = 25,430 S.F. @ 2.7 / 1,000 BICYCLE PARKING PER CITY OF RANCHO CORDOVA ZONING 23.719.110: SHORT TERM BICYCLE PARKING STALLS: 15 (10% OF REQUIRED VEHICLE STALLS) LONG TERM BICYCLE STALLS: 8 (5% OF REQUIRED VEHICLE STALLS) TOTAL STALLS REQUIRED: 150 TOTAL VEHICLE PARKING PROVIDED: STANDARD STALLS: 9'X19' (17' W/ 2'-0" OVERHANG) 94 COMPACT STALLS: 8'X16' (14' W/ 2'-0" OVERHANG) 2 (25% MAX OF TOTAL PARKING ALLOWABLE = 28) ADA ACCESSIBLE STALLS: 6 (5 TOTAL ADA STALLS REQ'D PER 2019 CBC 11B.208.2) REQUIRED PARKING FOR CLEAN AIR VEHICLES PER 2019 CGBC TABLE 5.106.5.2 AND TABLE 5.106.5.3.3: EV CHARGING STALLS: 7 STANDARD EV STALLS: 5 VAN ACCESSIBLE EV STALLS: 1 STANDARD ACCESSIBLE STALLS: 1 CLEAN AIR VEHICLES (CARPOOL / VANPOOL): 4 ( 11 TOTAL CLEAN AIR - 7 REQ'D EV = 4 ) TOTAL CLEAN AIR VEHICLES: 11 SHORT TERM BICYCLE PARKING STALLS: 14 (7 RACKS PROVIDED, 2 BIKES EACH) LONG TERM BICYCLE STALLS: 8 (FINAL AMOUNT TBD @ TIME OF TENANT IMPROVEMENT) TOTAL PARKING PROVIDED: 113 SITE CONCRETE LANDSCAPE AREA BUILDING AREA ASPHALT AREA EXISTING PROPERTY LINE 9' X 10' OVERHEAD DOCK LEVEL DOOR 12' X 14' OVERHEAD GRADE LEVEL DOOR NEW PARCEL LINE project number : scale : stamp drawn by : checked by : plot date : approved for the architect by : approved for the owner by : sheet no. : 2214068.00 AS NOTED RDG 11-10-2021 JDL A INITIAL PLAN REVIEW SUBMITTAL 11-10-2021 1 PLND-1121-0020 PC COMMENTS 01-21-2022 2 PLND-1121-0020 PC COMMENTS 3RD SUBMITTAL 03-07-2022 issue : description : date : OWNER / DEVELOPER: TENANT'S DEVELOPMENT MANAGER: 500 Equity Avenue Reno, NV 89502 GEORGE CONDON Partner, West Region PRELIMINARY DESIGN DOCUMENTS FOR: CITY OF RANCHO CORDOVA, CALIFORNIA BAROQUE DRIVE & ZINFANDEL DRIVE SOUTH EAST CORNER OF STONECREEK INDUSTRIAL PARK A01.2 ENLARGED SITE PLAN BUILDING B 1 PRELIMINARY SITE PLAN SITE INFORMATION / STATISTICS: SITE LEGEND KEYNOTES: 1 A03.1 ELEVATION REFERENCE: DETAIL NUMBER SHEET NUMBER DA03.1 A A03.1 B A03.1 CA03.1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 2 2 22 2 2 2 2 2 2 2 2 2 2 1 2 3 3 ITEM 18.2. ATTACHMENT
1

TT C 137,136 SQ. FT. 36' INTERNAL CLR. HEIGHT 37 DOCK DOORS 2 GRADE LEVEL DOORS NO TRUCKS SITE CONCRETE LANDSCAPE AREA BUILDING AREA ASPHALT AREA EXISTING PROPERTY LINE 9' X 10' OVERHEAD DOCK LEVEL DOOR 12' X 14' OVERHEAD GRADE LEVEL DOOR NEW PARCEL LINE FIRE DEPARTMENT TURN RADIUS: BUILDING C APN: 072-380-001 TO 18 ZONING: LI LIGHT INDUSTRIAL (ZSPA) SITE AREA: 432,037.76 G.S.F. = 9.92 ACRES BUILDING AREA: 137,136 G.S.F. F.A.R.: 31.74% CONSTRUCTION TYPE: III OR V-B BUILDING HEIGHT 48'-0" NUMBER OF STORIES: 1 TOTAL PARKING REQUIRED: WAREHOUSE: (85% ASSUMED) 58 (137,136 * 85% = 116,565 @ 0.5 / 1,000 S.F.) OFFICE: (15% ASSUMED) 56 (137,136 * 15% = 20,571 S.F. @ 2.7 / 1,000) BICYCLE PARKING PER CITY OF RANCHO CORDOVA ZONING 23.719.110: SHORT TERM BICYCLE PARKING STALLS: 12 (10% OF REQUIRED VEHICLE STALLS) LONG TERM BICYCLE STALLS: 6 (5% OF REQUIRED VEHICLE STALLS) TOTAL STALLS REQUIRED: 114 TOTAL VEHICLE PARKING PROVIDED: STANDARD STALLS: 9'X19' (17' W/ 2'-0" OVERHANG) 90 COMPACT STALLS: 8'X16' (14' W/ 2'-0" OVERHANG) 20 (25% MAX OF TOTAL PARKING ALLOWABLE = 34) ADA ACCESSIBLE STALLS: 6 (6 TOTAL ADA STALLS REQ'D PER 2019 CBC 11B.208.2) REQUIRED PARKING FOR CLEAN AIR VEHICLES PER 2019 CGBC TABLE 5.106.5.2 AND TABLE 5.106.5.3.3: EV CHARGING STALLS: 7 STANDARD EV STALLS: 5 VAN ACCESSIBLE EV STALLS: 1 STANDARD ACCESSIBLE STALLS: 1 CLEAN AIR VEHICLES (CARPOOL / VANPOOL): 4 ( 16 TOTAL CLEAN AIR - 10 REQ'D EV CHARGING STALLS) = 6 TOTAL CLEAN AIR VEHICLES: 11 SHORT TERM BICYCLE PARKING STALLS: 12 (6 RACKS PROVIDED, 2 BIKES EACH) LONG TERM BICYCLE STALLS : 6 (FINAL AMOUNT TBD @ TIME OF TENANT IMPROVEMENT) TOTAL PARKING PROVIDED: 127 project number : scale : stamp drawn by : checked by : plot date : approved for the architect by : approved for the owner by : sheet no. : 2214068.00 AS NOTED RDG 11-10-2021 JDL A INITIAL PLAN REVIEW SUBMITTAL 11-10-2021 1 PLND-1121-0020 PC COMMENTS 01-21-2022 2 PLND-1121-0020 PC COMMENTS 3RD SUBMITTAL 03-07-2022 3 RE-SUBMITTAL TO PLANNING 4TH SUBMITTAL 02-13-2023 issue : description : date : OWNER / DEVELOPER: TENANT'S DEVELOPMENT MANAGER: 500 Equity Avenue Reno, NV 89502 GEORGE CONDON Partner, West Region PRELIMINARY DESIGN DOCUMENTS FOR: CITY OF RANCHO CORDOVA, CALIFORNIA BAROQUE DRIVE & ZINFANDEL DRIVE SOUTH EAST CORNER OF STONECREEK INDUSTRIAL PARK A01.3 ENLARGED SITE PLAN BUILDING C 1 PRELIMINARY SITE PLAN SITE INFORMATION / STATISTICS: SITE LEGEND 1 A03.1 ELEVATION REFERENCE: DETAIL NUMBER SHEET NUMBER C A03.2 D A03.2 A A03.2 B A03.2 1 1 1 1 1 1 1 1 2 2 2 2 2 2 2 2 2 2 2 2 1 3 ITEM 18.2. ATTACHMENT
1

DEL DRIVE T T T T D 125,796 SQ. FT. 36' INTERNAL CLR. HEIGHT 34 DOCK DOORS 2 GRADE LEVEL DOORS NO TRUCKS SITE CONCRETE LANDSCAPE AREA BUILDING AREA ASPHALT AREA FIRE DEPARTMENT TURN RADIUS: EXISTING PROPERTY LINE 9' X 10' OVERHEAD DOCK LEVEL DOOR 12' X 14' OVERHEAD GRADE LEVEL DOOR NEW PARCEL LINE BUILDING D APN: 072-380-001 TO 18 ZONING: LI LIGHT INDUSTRIAL (ZSPA) SITE AREA: 386,180.47 G.S.F. = 8.87 ACRES BUILDING AREA: 125,796 G.S.F. F.A.R.: 32.57% CONSTRUCTION TYPE: III OR V-B BUILDING HEIGHT 48'-0" NUMBER OF STORIES: 1 TOTAL PARKING REQUIRED: WAREHOUSE: (85% ASSUMED) 54 (125,796 * 85% = 106,927 @ 0.5 / 1,000 S.F.) OFFICE: (15% ASSUMED) 51 (125,796 * 15% = 18,869 S.F. @ 2.7 / 1,000) BICYCLE PARKING PER CITY OF RANCHO CORDOVA ZONING 23.719.110: SHORT TERM BICYCLE PARKING STALLS: 11 (10% OF REQUIRED VEHICLE STALLS) LONG TERM BICYCLE STALLS: 5 (5% OF REQUIRED VEHICLE STALLS) TOTAL STALLS REQUIRED: 105 TOTAL VEHICLE PARKING PROVIDED: STANDARD STALLS: 9'X19' (17' W/ 2'-0" OVERHANG) 102 COMPACT STALLS: 8'X16' (14' W/ 2'-0" OVERHANG) 36 (25% MAX OF TOTAL PARKING ALLOWABLE = 40) ADA ACCESSIBLE STALLS: 6 (6 TOTAL ADA STALLS REQ'D PER 2019 CBC 11B.208.2) REQUIRED PARKING FOR CLEAN AIR VEHICLES PER 2019 CGBC TABLE 5.106.5.2 AND TABLE 5.106.5.3.3: EV CHARGING STALLS: 13 (10% OF TOTAL PARKING SPACES = 162 * 0.10 = 17) STANDARD EV STALLS: 16 VAN ACCESSIBLE EV STALLS: 1 STANDARD ACCESSIBLE STALLS: 1 CLEAN AIR VEHICLES (CARPOOL / VANPOOL): 4 ( 19 TOTAL CLEAN AIR - 14 REQ'D EV = 5 ) TOTAL CLEAN AIR VEHICLES: 17 (12% OF TOTAL PARKING SPACES =162 * 0.12 = 20 ) SHORT TERM BICYCLE PARKING STALLS: 12 (6 RACKS PROVIDED, 2 BIKES EACH) LONG TERM BICYCLE STALLS: 8 (FINAL AMOUNT TBD @ TIME OF TENANT IMPROVEMENT) TOTAL PARKING PROVIDED: 161 project number : scale : stamp drawn by : checked by : plot date : approved for the architect by : approved for the owner by : sheet no. : 2214068.00 AS NOTED RDG 11-10-2021 JDL A INITIAL PLAN REVIEW SUBMITTAL 11-10-2021 1 PLND-1121-0020 PC COMMENTS 01-21-2022 2 PLND-1121-0020 PC COMMENTS 3RD SUBMITTAL 03-07-2022 3 RE-SUBMITTAL TO PLANNING 4TH SUBMITTAL 02-13-2023 issue : description : date : OWNER / DEVELOPER: TENANT'S DEVELOPMENT MANAGER: 500 Equity Avenue Reno, NV 89502 GEORGE CONDON Partner, West Region PRELIMINARY DESIGN DOCUMENTS FOR: CITY OF RANCHO CORDOVA, CALIFORNIA BAROQUE DRIVE & ZINFANDEL DRIVE SOUTH EAST CORNER OF STONECREEK INDUSTRIAL PARK A01.4 ENLARGED SITE PLAN BUILDING D KEYNOTES: SITE INFORMATION / STATISTICS: 1 PRELIMINARY SITE PLAN SITE LEGEND 1 A03.1 ELEVATION REFERENCE: DETAIL NUMBER SHEET NUMBER C A03.3 D A03.3 A A03.3 B A03.3 1 1 1 1 1 1 1 1 1 3 ITEM 18.2. ATTACHMENT
1

A01.5

SITE DETAILS
2 DUMPSTER ELEVATIONS

FRONT ELEVATION

SIDE ELEVATION
1 DUMPSTER ENCLOSURE PLAN
DDD
3 TRASH ENCLOSURE WALL SECTION
4 CANE BOLT SECTION
5 SIDE BOLT ELEVATION AT HEAD
6 HINGE ELEVATION, TYP.
7 GATE JAMB

WARNING DOMES AT SITE RAMPS
9 TYPICAL RAMP DETAIL
12 DOUBLE ACCESSIBLE STALLS
VAN
MINIMUM FINE $250
11 SIGN AT ACCESSIBLE PARKING STALLS
13 ACCESSIBLE SYMBOL AT ACCESSIBLE PARKING STALLS

INTERNATIONAL SYMBOL OF ACCESSIBILITY
COLOR: WHITE
3'-0" WIDE MIN 3'-0" HIGH MIN
BLUE BACKGROUND COLOR SHALL APPROXIMATE FS 15090
IN FEDERAL STANDARD 595C.

NOTES:

1. THE INTERNATIONAL SYMBOL OF ACCESSIBILITY AND ITS BACKGROUND SHALL HAVE A NON-GLARE FINISH.

2. CHECK W/ THE LOCAL AUTHORITY HAVING JURISDICTION FOR REQUIREMENTS OTHER THAN THOSE SHOWN IN THIS DETAIL.
14 BIKE RACK - INVERTED U STYLE
project number :
scale :
stamp
drawn by :
checked by :
plot date :
approved for the architect by :
approved for the owner by :
sheet no. :
2214068.00

AS NOTED
RDG 11-10-2021
JDL
A INITIAL PLAN REVIEW SUBMITTAL 11-10-2021
1 PLND-1121-0020 PC COMMENTS 01-21-2022
issue : description : date :
1718 Third Street
Suite 101
Sacramento
California 95811
RMW
Architecture
Interiors
Office
916 449-1400
rmw.com
OWNER / DEVELOPER:

TENANT'S DEVELOPMENT MANAGER:
500 Equity Avenue
Reno, NV 89502

GEORGE CONDON
Partner, West Region
PRELIMINARY DESIGN DOCUMENTS FOR:

CITY OF RANCHO CORDOVA, CALIFORNIA

BAROQUE DRIVE & ZINFANDEL DRIVE

SOUTH EAST CORNER OF

STONECREEK

INDUSTRIAL PARK
15 3~
7~
17 BICYCLE LOCKER - DOUBLE

WALKWAY PER

SITE PLAN

1. GRIND WELDS SMOOTH, TYP.

2. PAIINT EXPOSED STL, TYP U.O.N.

NOTE:
1 1/2" OD PAINTED STL TUBE HOR. /

VERT RAILING, TYP
1 1/2" OD PAINTED STL TUBE POST, THICKNESS
& SPACING AS REQ'D SUBMIT SHOP DRAWINGS

FOR APPROVAL TO SHOW COMPLIANCE WITH
CBC 1607A.8.1 REQUIRED DESIGN LOADS.

GUARDRAIL

CURB AS OCCURS, FIELD VERIFY HEIGHT AND
WIDTH. SEE SITE IMPROVEMENT PLANS FOR
DETAILS AND MORE INFORMATION.

NOTE: DESIGN SHOWN IS FOR CODE
COMPLIANCE PER 2013 CBC 1013.1.

SEE STRUCTURAL DRAWINGS

FOR FOOTING AND CONNECTION DETAIL

GUARDRAIL SHALL BE DESIGNED FOR
50 plf X 6'-0" POST SPACING = 300 lbs.

M = 300 lbs x 42" = 12,600 lb-in.
18 8

FIXED NON-REMOVABLE BOLLARD
10 1
19 NOT USED
20 STAMPED CONCRETE DETAIL

BUTTERFIELD COLOR
CONCRETE COLOR: UCP U20 SMOKE
TEXTURE SKIN: NEW BRICK SOLDIER COURSE STACKED BST6901 2 ITEM 18.2. ATTACHMENT 1

3761 ZINFANDEL DRIVE STONECREEK INDUSTRIAL PARK STONECREEK INDUSTRIAL PARK A01.6 SITE DETAILS project number : scale : stamp drawn by : checked by : plot date :
approved for the architect by :approved for the owner by : sheet no. : 2214068.00 AS NOTED RDG 11-10-2021 JDL A INITIAL PLAN REVIEW SUBMITTAL 11-10-2021 1 PLND-1121-0020 PC COMMENTS 01-21-2022 3 RE-SUBMITTAL TO PLANNING 4TH SUBMITTAL 02-13-2023 issue : description : date : OWNER / DEVELOPER: TENANT'S DEVELOPMENT MANAGER: 500 Equity Avenue Reno, NV 89502 GEORGE CONDON Partner, West Region PRELIMINARY DESIGN DOCUMENTS FOR: CITY OF RANCHO CORDOVA, CALIFORNIA BAROQUE DRIVE & ZINFANDEL DRIVE SOUTH EAST CORNER OF STONECREEK INDUSTRIAL PARK 2 ADDRESS POST SIGN 1 MONUMENT SIGN DETAIL AND RENDERING (FOR REFERENCE ONLY) 3 SOUND WALL DETAIL 3 3 ITEM 18.2. ATTACHMENT
1

12.9 12 11 10 9 8 7 6 5 4 3 2 1 1 2 3 4 5 6 7 8 9 10 11 12 13 A B C D E F F E D C B A FL1: CONCRETE TILT-UP PANEL WITH "FITZGERALD FORMLINERS" #14329 (3/4" DEEP WITH 4" RIBS) PAINT TO MATCH P4 P1: PAINT 1 SHERWIN WILLIAMS SW7757 HIGH REFLECTIVE WHITE P2: PAINT 2 SHERWIN WILLIAMS SW7006 EXTRA WHITE P3: PAINT 3 SHERWIN WILLIAMS SW7631 CITY LOFT P4: PAINT 4 SHERWIN WILLIAMS SW7543 AVENUE TAN GL1: DARK GRAY VISION GLAZ. VITRO GRAYLITE II GLASS 1/4" DUAL PANE GLAZING IN THERMALLY BROKEN ALUMINUM FRAMES AL1: ALUMINUM STOREFRONT FRAMES CLEAR ANODIZED ALUMINUM P5: PAINT 5 SHERWIN WILLIAMS SW7615 SEA SERPENT P6: PAINT 6 SHERWIN WILLIAMS SW7674 PEPPERCORN FL2: CONCRETE TILT-UP PANEL WITH "FITZGERALD FORMLINERS" #16020 (WOOD PLANK TEXTURE) PAINT AS SPECIFIED 1 2 3 4 5 project number : scale : stamp drawn by : checked by : plot date : approved for the architect by : approved for the owner by : sheet no. : 2214068.00 AS NOTED RDG 11-10-2021 JDL A INITIAL PLAN REVIEW SUBMITTAL 11-10-2021 3 RE-SUBMITTAL TO PLANNING 4TH SUBMITTAL 02-13-2023 issue : description : date : OWNER / DEVELOPER: TENANT'S DEVELOPMENT MANAGER: 500 Equity Avenue Reno, NV 89502 GEORGE CONDON Partner, West Region PRELIMINARY DESIGN DOCUMENTS FOR: CITY OF RANCHO CORDOVA, CALIFORNIA BAROQUE DRIVE & ZINFANDEL DRIVE SOUTH EAST CORNER OF STONECREEK INDUSTRIAL PARK A03.1 EXTERIOR ELEVATIONS - BUILDINGS A & B 1 EXTERIOR ELEVATIONS FINISH LEGEND: B: REAR ELEVATION D: RIGHT SIDE ELEVATION C: LEFT SIDE ELEVATION 2 ENLARGED EXTERIOR ELEVATIONS 2- KEYNOTES: A: FRONT ELEVATION 1 1 1 1 1 1 AL1 P5 P4 P5 P1 G1 P3 FL1 P4 FL2 P3 P2 P1 P2 P6 P1 P3 FL1 P3 P5 P4 FL2 P5 P4 P6 P2 P6 P5 P2 P4 P3 P5 FL2 P4 FL1 P3 P1 P1 P4 P2 P3 P5 P4 P2 P5 P4 P1 P1 P1 P3 P1 P6 3 ITEM 18.2. ATTACHMENT
1

13 12 11 10 9 8 7 6 5 4 3 2 1 1 2 3 4 5 6 7 8 9 10 11 12 13 A B C D E E D C B A FL1: CONCRETE TILT-UP PANEL WITH "FITZGERALD FORMLINERS" #14329 (3/4" DEEP WITH 4" RIBS) PAINT TO MATCH P4 P1: PAINT 1 SHERWIN WILLIAMS SW7757 HIGH REFLECTIVE WHITE P2: PAINT 2 SHERWIN WILLIAMS SW7006 EXTRA WHITE P3: PAINT 3 SHERWIN WILLIAMS SW7631 CITY LOFT P4: PAINT 4 SHERWIN WILLIAMS SW7543 AVENUE TAN GL1: DARK GRAY VISION GLAZ. VITRO GRAYLITE II GLASS 1/4" DUAL PANE GLAZING IN THERMALLY BROKEN ALUMINUM FRAMES AL1: ALUMINUM STOREFRONT FRAMES CLEAR ANODIZED ALUMINUM P5: PAINT 5 SHERWIN WILLIAMS SW7615 SEA SERPENT P6: PAINT 6 SHERWIN WILLIAMS SW7674 PEPPERCORN FL2: CONCRETE TILT-UP PANEL WITH "FITZGERALD FORMLINERS" #16020 (WOOD PLANK TEXTURE) PAINT AS SPECIFIED 1 2 3 4 5 project number : scale : stamp drawn by : checked by : plot date : approved for the architect by : approved for the owner by : sheet no. : 2214068.00 AS NOTED RDG 11-10-2021 JDL A INITIAL PLAN REVIEW SUBMITTAL 11-10-2021 1 PLND-1121-0020 PC COMMENTS 01-21-2022 3 RE-SUBMITTAL TO PLANNING 4TH SUBMITTAL 02-13-2023 issue : description : date : OWNER / DEVELOPER: TENANT'S DEVELOPMENT MANAGER: 500 Equity Avenue Reno, NV 89502 GEORGE CONDON Partner, West Region PRELIMINARY DESIGN DOCUMENTS FOR: CITY OF RANCHO CORDOVA, CALIFORNIA BAROQUE DRIVE & ZINFANDEL DRIVE SOUTH EAST CORNER OF STONECREEK INDUSTRIAL PARK A03.2 EXTERIOR ELEVATIONS - BUILDING C 1 EXTERIOR ELEVATIONS A: FRONT ELEVATION FINISH LEGEND: B: REAR ELEVATION D: RIGHT SIDE ELEVATION C: LEFT SIDE ELEVATION 2 ENLARGED EXTERIOR ELEVATIONS 2- KEYNOTES: AL1 P5 P4 P5 P1 G1 P3 FL1 P4 FL2 P3 P2 P1 P2 P6 P1 P3 FL1 P3 P4 P5 FL2 P5 P4 P2 P6 P5 P4 P6 P2 P3 P5 FL2 P4 FL1 P3 P1 P1 P4 P5 P3 P2 P2 P5 P4 P1 P1 P1 P3 P1 P6 3 ITEM 18.2. ATTACHMENT
1

12 11 10 9 8 7 6 5 4 3 2 1 1 2 3 4 5 6 7 8 9 10 11 12 A B C D E E D C B A FL1: CONCRETE TILT-UP PANEL WITH "FITZGERALD FORMLINERS" #14329 (3/4" DEEP WITH 4" RIBS) PAINT TO MATCH P4 P1: PAINT 1 SHERWIN WILLIAMS SW7757 HIGH REFLECTIVE WHITE P2: PAINT 2 SHERWIN WILLIAMS SW7006 EXTRA WHITE P3: PAINT 3 SHERWIN WILLIAMS SW7631 CITY LOFT P4: PAINT 4 SHERWIN WILLIAMS SW7543 AVENUE TAN GL1: DARK GRAY VISION GLAZ. VITRO GRAYLITE II GLASS 1/4" DUAL PANE GLAZING IN THERMALLY BROKEN ALUMINUM FRAMES AL1: ALUMINUM STOREFRONT FRAMES CLEAR ANODIZED ALUMINUM P5: PAINT 5 SHERWIN WILLIAMS SW7615 SEA SERPENT P6: PAINT 6 SHERWIN WILLIAMS SW7674 PEPPERCORN FL2: CONCRETE TILT-UP PANEL WITH "FITZGERALD FORMLINERS" #16020 (WOOD PLANK TEXTURE) PAINT AS SPECIFIED 1 2 3 4 5 project number : scale : stamp drawn by : checked by : plot date : approved for the architect by : approved for the owner by : sheet no. : 2214068.00 AS NOTED RDG 11-10-2021 JDL A INITIAL PLAN REVIEW SUBMITTAL 11-10-2021 1 PLND-1121-0020 PC COMMENTS 01-21-2022 3 RE-SUBMITTAL TO PLANNING 4TH SUBMITTAL 02-13-2023 issue : description : date : OWNER / DEVELOPER: TENANT'S DEVELOPMENT MANAGER: 500 Equity Avenue Reno, NV 89502 GEORGE CONDON Partner, West Region PRELIMINARY DESIGN DOCUMENTS FOR: CITY OF RANCHO CORDOVA, CALIFORNIA BAROQUE DRIVE & ZINFANDEL DRIVE SOUTH EAST CORNER OF STONECREEK INDUSTRIAL PARK A03.3 EXTERIOR ELEVATIONS - BUILDING D 1 EXTERIOR ELEVATIONS A: FRONT ELEVATION FINISH LEGEND: B: REAR ELEVATION D: RIGHT SIDE ELEVATION C: LEFT SIDE ELEVATION 2 ENLARGED EXTERIOR ELEVATIONS KEYNOTES: 2- P5 P4 P2 AL1 P1 P5 P2 P3 P4 P2 P4 P3 P1 FL2 P3 P4 P3 P2 P5 P4 P6 P1 P1 G1 P1 P2 P4 FL1 P2 FL2 P6 P5 P5 P5 P6 FL1 P3 P2 P1 P4 P3 P2 P6 P5 FL2 P4 P3 FL1 P1 3 ITEM 18.2. ATTACHMENT
1

BAROQUE DRIVE

ZINFANDEL DRIVE
A
169,536 SQ. FT.
36' INTERNAL CLR. HEIGHT 36' INTERNAL CLR. HEIGHT
STOP
ONLY

VEHICLES EMERGENCY
13 12

ZINFANDEL
BAROQUE DR.

B A
BAROQUE DR.

B A
A04.1

LINE OF SIGHT

EXHIBIT
1 PRELIMINARY SITE PLAN
2 EX-1
3 EX-1
4 LINE OF SIGHT DETAIL @ BAROQUE DR. 3LINE OF SIGHT DETAIL @ ZINFANDEL DR. 2 LINE OF SIGHT DETAIL @ BAROQUE DR.
4 EX-1
project number :
scale :
stamp
drawn by :
checked by :
plot date :
approved for the architect by :
approved for the owner by :
sheet no. :
2214068.00

AS NOTED
RDG 11-10-2021
JDL
A INITIAL PLAN REVIEW SUBMITTAL 11-10-2021
1 PLND-1121-0020 PC COMMENTS 01-21-2022
issue : description : date :
1718 Third Street
Suite 101
Sacramento
California 95811
RMW
Architecture
Interiors
Office
916 449-1400
rmw.com
OWNER / DEVELOPER:

TENANT'S DEVELOPMENT MANAGER:
500 Equity Avenue
Reno, NV 89502

GEORGE CONDON
Partner, West Region
PRELIMINARY DESIGN DOCUMENTS FOR:

CITY OF RANCHO CORDOVA, CALIFORNIA

BAROQUE DRIVE & ZINFANDEL DRIVE

SOUTH EAST CORNER OF

STONECREEK

INDUSTRIAL PARK
ITEM 18.2. ATTACHMENT 1

NO TRUCKS
T TT T
ONLY

VEHICLES

EMERGENCY STOP

LMLAUGENOUR

AND MEIKLE
CIVIL ENGINEERING·LAND SURVEYING·PLANNING
· REDUCED PLOT

RECORD DRAWINGS LM
© L A U G E N O U R A N D M E I K L E © L A N E G U O U R A N D M E I K L E ITEM 18.2. ATTACHMENT 1

NO TRUCKS
T TT T
ONLY

VEHICLES

EMERGENCY STOP

LMLAUGENOUR

AND MEIKLE
CIVIL ENGINEERING·LAND SURVEYING·PLANNING
· REDUCED PLOT

RECORD DRAWINGS LM
© L A U G E N O U R A N D M E I K L E © L A N E G U O U R A N D M E I K L E ITEM 18.2. ATTACHMENT 1

NO TRUCKS
T TT T

LMLAUGENOUR

AND MEIKLE
CIVIL ENGINEERING·LAND SURVEYING·PLANNING
· REDUCED PLOT

RECORD DRAWINGS LM
© L A U G E N O U R A N D M E I K L E © L A N E G U O U R A N D M E I K L E ITEM 18.2. ATTACHMENT 1

LMLAUGENOUR

AND MEIKLE
CIVIL ENGINEERING·LAND SURVEYING·PLANNING
· REDUCED PLOT

RECORD DRAWINGS LM
© L A U G E N O U R A N D M E I K L E © L A N E G U O U R A N D M E I K L E ITEM 18.2. ATTACHMENT 1

LMLAUGENOUR

AND MEIKLE
CIVIL ENGINEERING·LAND SURVEYING·PLANNING
· REDUCED PLOT

RECORD DRAWINGS LM
© L A U G E N O U R A N D M E I K L E © L A N E G U O U R A N D M E I K L E ITEM 18.2. ATTACHMENT 1

NO TRUCKS
T TT T
ONLY

VEHICLES EMERGENCY STOP

LMLAUGENOUR

AND MEIKLE
CIVIL ENGINEERING·LAND SURVEYING·PLANNING
· REDUCED PLOT

RECORD DRAWINGS LM
© L A U G E N O U R A N D M E I K L E © L A N E G U O U R A N D M E I K L E ITEM 18.2. ATTACHMENT 1

NO TRUCKS
T TT T

LMLAUGENOUR

AND MEIKLE
CIVIL ENGINEERING·LAND SURVEYING·PLANNING
· REDUCED PLOT

RECORD DRAWINGS LM
© L A U G E N O U R A N D M E I K L E © L A N E G U O U R A N D M E I K L E ITEM 18.2. ATTACHMENT 1

LMLAUGENOUR

AND MEIKLE
CIVIL ENGINEERING·LAND SURVEYING·PLANNING
· REDUCED PLOT

RECORD DRAWINGS LM
© L A U G E N O U R
A N D M E I K L E © L A N E G U O U R

A N D M E I K L E
ITEM 18.2. ATTACHMENT 1

LMLAUGENOUR

AND MEIKLE
CIVIL ENGINEERING·LAND SURVEYING·PLANNING
· REDUCED PLOT

RECORD DRAWINGS LM
© L A U G E N O U R
A N D M E I K L E © L A N E G U O U R

A N D M E I K L E
ITEM 18.2. ATTACHMENT 1

LMLAUGENOUR

AND MEIKLE
CIVIL ENGINEERING·LAND SURVEYING·PLANNING
· REDUCED PLOT

RECORD DRAWINGS
ITEM 18.2. ATTACHMENT 1

LMLAUGENOUR

AND MEIKLE
CIVIL ENGINEERING·LAND SURVEYING·PLANNING
· REDUCED PLOT

RECORD DRAWINGS
ITEM 18.2. ATTACHMENT 1

NO TRUCKS
T TT T
ONLY

VEHICLES EMERGENCY STOP

LMLAUGENOUR

AND MEIKLE
CIVIL ENGINEERING·LAND SURVEYING·PLANNING
· REDUCED PLOT
RECORD DRAWINGS LMAPPROVED BY: SACRAMENTO METRO FIRE DATE © L A U G E N O U R
A N D M E I K L E © L A N E G U O U R A N D M E I K L E ITEM 18.2. ATTACHMENT 1

ITEM 18.2. ATTACHMENT 1

A
169,536 SQ. FT.
36' INTERNAL CLR. HEIGHT
36 DOCK DOORS
2 GRADE LEVEL DOORS

NO TRUCKS
T T

ONLY VEHICLES EMERGENCY
STOP

ZINFANDEL DRIVE
project number :scale :stampdrawn by :checked by :
plot date :
approved for the architect by :approved for the owner by :sheet no. :
2214068.00

AS NOTED
A INITIAL PLAN REVIEW SUBMITTAL 03-09-2022
issue : description : date :

OWNER / DEVELOPER:

TENANT'S DEVELOPMENT MANAGER:
500 Equity Avenue
Reno, NV 89502

GEORGE CONDON
Partner, West Region
PRELIMINARY DESIGN DOCUMENTS FOR:

CITY OF RANCHO CORDOVA, CALIFORNIA

BAROQUE DRIVE & ZINFANDEL DRIVE

SOUTH EAST CORNER OF

STONECREEK

INDUSTRIAL PARK
1223 HIGH STREET, AUBURN, CA 95603
(530) 885-0040

LANDSCAPE ARCHITECTURE

Y A M A S A K I
FAX (530) 885-0042
0' 60'
30' 120'
SCALE: 1"=30' NORTH

KEY MAP
L1.1 L1.2L1.4 L1.3

PLANTING PLAN A
L1.1
ITEM 18.2. ATTACHMENT
1

B
169,536 SQ. FT.
36' INTERNAL CLR. HEIGHT
37 DOCK DOORS
2 GRADE LEVEL DOORS

BAROQUE DRIVE
project number :scale :stampdrawn by :checked by :
plot date :
approved for the architect by :approved for the owner by :sheet no. :
2214068.00

AS NOTED
A INITIAL PLAN REVIEW SUBMITTAL 03-09-2022
issue : description : date :

OWNER / DEVELOPER:

TENANT'S DEVELOPMENT MANAGER:
500 Equity Avenue
Reno, NV 89502

GEORGE CONDON
Partner, West Region
PRELIMINARY DESIGN DOCUMENTS FOR:

CITY OF RANCHO CORDOVA, CALIFORNIA

BAROQUE DRIVE & ZINFANDEL DRIVE

SOUTH EAST CORNER OF

STONECREEK

INDUSTRIAL PARK
1223 HIGH STREET, AUBURN, CA 95603
(530) 885-0040

LANDSCAPE ARCHITECTURE

Y A M A S A K I
FAX (530) 885-0042
0' 60'
30' 120'
SCALE: 1"=30' NORTH

KEY MAP
L1.1 L1.2L1.4 L1.3

PLANTING PLAN B
L1.2
ITEM 18.2. ATTACHMENT
1

C
137,136 SQ. FT.
36' INTERNAL CLR. HEIGHT
37 DOCK DOORS
2 GRADE LEVEL DOORS
project number :scale :stampdrawn by :checked by :
plot date :
approved for the architect by :approved for the owner by :sheet no. :
2214068.00

AS NOTED
A INITIAL PLAN REVIEW SUBMITTAL 03-09-2022
issue : description : date :

OWNER / DEVELOPER:

TENANT'S DEVELOPMENT MANAGER:
500 Equity Avenue
Reno, NV 89502

GEORGE CONDON
Partner, West Region
PRELIMINARY DESIGN DOCUMENTS FOR:

CITY OF RANCHO CORDOVA, CALIFORNIA

BAROQUE DRIVE & ZINFANDEL DRIVE

SOUTH EAST CORNER OF

STONECREEK

INDUSTRIAL PARK
1223 HIGH STREET, AUBURN, CA 95603
(530) 885-0040

LANDSCAPE ARCHITECTURE

Y A M A S A K I
FAX (530) 885-0042
0' 60'
30' 120'
SCALE: 1"=30' NORTH

KEY MAP
L1.1 L1.2L1.4 L1.3

PLANTING PLAN C
L1.3
ITEM 18.2. ATTACHMENT
1

D
125,796 SQ. FT.
36' INTERNAL CLR. HEIGHT
34 DOCK DOORS
2 GRADE LEVEL DOORS
T T

ZINFANDEL DRIVE
project number :scale :stampdrawn by :checked by :
plot date :
approved for the architect by :approved for the owner by :sheet no. :
2214068.00

AS NOTED
A INITIAL PLAN REVIEW SUBMITTAL 03-09-2022
issue : description : date :

OWNER / DEVELOPER:

TENANT'S DEVELOPMENT MANAGER:
500 Equity Avenue
Reno, NV 89502

GEORGE CONDON
Partner, West Region
PRELIMINARY DESIGN DOCUMENTS FOR:

CITY OF RANCHO CORDOVA, CALIFORNIA

BAROQUE DRIVE & ZINFANDEL DRIVE

SOUTH EAST CORNER OF

STONECREEK

INDUSTRIAL PARK
1223 HIGH STREET, AUBURN, CA 95603
(530) 885-0040

LANDSCAPE ARCHITECTURE

Y A M A S A K I
FAX (530) 885-0042
0' 60'
30' 120'
SCALE: 1"=30' NORTH

KEY MAP
L1.1 L1.2L1.4 L1.3

PLANTING PLAN D
L1.4
ITEM 18.2. ATTACHMENT
1

project number :
scale :stampdrawn by :checked by :
plot date :
approved for the architect by :approved for the owner by :sheet no. :
2214068.00

AS NOTED
A INITIAL PLAN REVIEW SUBMITTAL 03-09-2022
issue : description : date :

OWNER / DEVELOPER:

TENANT'S DEVELOPMENT MANAGER:
500 Equity Avenue
Reno, NV 89502

GEORGE CONDON
Partner, West Region
PRELIMINARY DESIGN DOCUMENTS FOR:

CITY OF RANCHO CORDOVA, CALIFORNIA

BAROQUE DRIVE & ZINFANDEL DRIVE

SOUTH EAST CORNER OF

STONECREEK

INDUSTRIAL PARK
1223 HIGH STREET, AUBURN, CA 95603
(530) 885-0040

LANDSCAPE ARCHITECTURE

Y A M A S A K I
FAX (530) 885-0042

KEY MAP
L1.1 L1.2L1.4 L1.3

PLANT SCHEDULE

AND NOTES
L1.5
ITEM 18.2. ATTACHMENT
1

project number : scale : stamp drawn by : checked by : plot date : approved for the architect by : approved for the owner by : sheet no. : 22011 AS NOTED WVN XX-XX-XXXX WVN A 03-09-2022 issue : description : date : OWNER / DEVELOPER: TENANT'S DEVELOPMENT MANAGER: 500 Equity Avenue Reno, NV 89502 GEORGE CONDON Partner, West Region PRELIMINARY DESIGN DOCUMENTS FOR: CITY OF RANCHO CORDOVA, CALIFORNIA BAROQUE DRIVE & ZINFANDEL DRIVE SOUTH EAST CORNER OF STONECREEK INDUSTRIAL PARK E1.1 OVERALL PHOTOMETRIC PLAN ITEM 18.2. ATTACHMENT
1

project number : scale : stamp drawn by : checked by : plot date : approved for the architect by : approved for the owner by : sheet no. : 22011 AS NOTED WVN XX-XX-XXXX WVN A 03-09-2022 issue : description : date : OWNER / DEVELOPER: TENANT'S DEVELOPMENT MANAGER: 500 Equity Avenue Reno, NV 89502 GEORGE CONDON Partner, West Region PRELIMINARY DESIGN DOCUMENTS FOR: CITY OF RANCHO CORDOVA, CALIFORNIA BAROQUE DRIVE & ZINFANDEL DRIVE SOUTH EAST CORNER OF STONECREEK INDUSTRIAL PARK E1.2 BUILDING A PHOTOMETRIC PLAN ITEM 18.2. ATTACHMENT
1

project number : scale : stamp drawn by : checked by : plot date : approved for the architect by : approved for the owner by : sheet no. : 22011 AS NOTED WVN XX-XX-XXXX WVN A 03-09-2022 issue : description : date : OWNER / DEVELOPER: TENANT'S DEVELOPMENT MANAGER: 500 Equity Avenue Reno, NV 89502 GEORGE CONDON Partner, West Region PRELIMINARY DESIGN DOCUMENTS FOR: CITY OF RANCHO CORDOVA, CALIFORNIA BAROQUE DRIVE & ZINFANDEL DRIVE SOUTH EAST CORNER OF STONECREEK INDUSTRIAL PARK E1.3 BUILDING B PHOTOMETRIC PLAN ITEM 18.2. ATTACHMENT
1

project number : scale : stamp drawn by : checked by : plot date : approved for the architect by : approved for the owner by : sheet no. : 22011 AS NOTED WVN XX-XX-XXXX WVN A 03-09-2022 issue : description : date : OWNER / DEVELOPER: TENANT'S DEVELOPMENT MANAGER: 500 Equity Avenue Reno, NV 89502 GEORGE CONDON Partner, West Region PRELIMINARY DESIGN DOCUMENTS FOR: CITY OF RANCHO CORDOVA, CALIFORNIA BAROQUE DRIVE & ZINFANDEL DRIVE SOUTH EAST CORNER OF STONECREEK INDUSTRIAL PARK E1.4 BUILDING C PHOTOMETRIC PLAN ITEM 18.2. ATTACHMENT
1

project number : scale : stamp drawn by : checked by : plot date : approved for the architect by : approved for the owner by : sheet no. : 22011 AS NOTED WVN XX-XX-XXXX WVN A 03-09-2022 issue : description : date : OWNER / DEVELOPER: TENANT'S DEVELOPMENT MANAGER: 500 Equity Avenue Reno, NV 89502 GEORGE CONDON Partner, West Region PRELIMINARY DESIGN DOCUMENTS FOR: CITY OF RANCHO CORDOVA, CALIFORNIA BAROQUE DRIVE & ZINFANDEL DRIVE SOUTH EAST CORNER OF STONECREEK INDUSTRIAL PARK E1.5 BUILDING D PHOTOMETRIC PLAN ITEM 18.2. ATTACHMENT
1

project number : scale : stamp drawn by : checked by : plot date : approved for the architect by : approved for the owner by : sheet no. : 22011 AS NOTED WVN XX-XX-XXXX WVN A 03-09-2022 issue : description : date : OWNER / DEVELOPER: TENANT'S DEVELOPMENT MANAGER: 500 Equity Avenue Reno, NV 89502 GEORGE CONDON Partner, West Region PRELIMINARY DESIGN DOCUMENTS FOR: CITY OF RANCHO CORDOVA, CALIFORNIA BAROQUE DRIVE & ZINFANDEL DRIVE SOUTH EAST CORNER OF STONECREEK INDUSTRIAL PARK E1.6 LIGHTING CUT SHEETS ITEM 18.2. ATTACHMENT
1

Environmental Noise Assessment
Stonecreek Industrial Center
Rancho Cordova, California
BAC Job # 2021-083
Prepared For:

DPML Stonecreek, LLC
Prepared By:

Bollard Acoustical Consultants, Inc.

Dario Gotchet, Principal Consultant
January 5, 2022
Attn: Shelagh Danna
5500 Equity Avenue
Reno, NV 89502
Bollard Acoustical Consultants, Inc. ● P.O. Box 7968, Auburn, CA. 95604 ● Phone: (530) 537-2328 ● bacnoise.com ITEM 18.2. ATTACHMENT 2

Bollard Acoustical Consultants, Inc. (BAC)
Environmental Noise Assessment
Stonecreek Industrial Park – Rancho Cordova, California

Introduction
The Stonecreek Industrial Center is located at the southeast corner of Zinfandel Drive and Baroque Drive in the City of Rancho Cordova, California. The project consists of the development of four warehouse buildings and associated parking areas on property zoned for industrial uses.

The project site plan is shown on Figure 1.

A noise report for the development was previously prepared by j.c. brennan & associates, Inc. dated April 30, 2019. On June 10, 2021, Bollard Acoustical Consultants, Inc. (BAC) prepared a revision to the 2019 noise report based on a revised site design dated February 22, 2021.

However, since the preparation of the 2021 BAC noise study, the project site design has been revised once more. In response to a revised site design, BAC was retained by the project applicant (DPML Stonecreek, LLC) to prepare this noise assessment. This report contains the analysis methodology and results. The studied site design is dated October 29, 2021.

Noise Fundamentals and Terminology
Noise is often described as unwanted sound. Sound is defined as any pressure variation in air that the human ear can detect. If the pressure variations occur frequently enough (at least 20 times per second), they can be heard, and thus are called sound. Measuring sound directly in terms of pressure would require a very large and awkward range of numbers. To avoid this, the decibel scale was devised. The decibel scale allows a million-fold increase in pressure to be expressed as 120 dB. Another useful aspect of the decibel scale is that changes in levels (dB) correspond closely to human perception of relative loudness. Appendix A contains definitions of Acoustical Terminology. Figure 2 shows common noise levels associated with various sources.

The perceived loudness of sounds is dependent upon many factors, including sound pressure level and frequency content. However, within the usual range of environmental noise levels, perception of loudness is relatively predictable, and can be approximated by weighing the frequency response of a sound level meter by means of the standardized A-weighing network.

There is a strong correlation between A-weighted sound levels (expressed as dBA) and community response to noise. For this reason, the A-weighted sound level has become the standard tool of environmental noise assessment. All noise levels reported in this section are in terms of A-weighted levels in decibels.

Community noise is commonly described in terms of the “ambient” noise level, which is defined as the all-encompassing noise level associated with a given noise environment. A common statistical tool to measure the ambient noise level is the average, or equivalent, sound level (Leq) over a given time period (usually one hour). The Leq is the foundation of the Day-Night Average Level noise descriptor, Ldn or DNL, and shows very good correlation with community response to noise.

ITEM 18.2. ATTACHMENT 2

Legend
0 200 Figure 1
Scale (Feet)
2018 Ambient Noise Survey Location
Stonecreek Industrial Park
Rancho Cordova, California
Preliminary Site Plan
100
Existing 6’ Solid Noise Barriers
A
Preliminary Site Plan Dated 10/29/2021
On-Site Circulation Route – Passenger Vehicles
On-Site Circulation Route – Trucks
Loading Dock Area Loading Dock Area
Loading Dock Area Loading Dock Area
Building A Building B
Building D Building C
Truck Trailer Parking Area
EV Route Access Only
ITEM 18.2. ATTACHMENT 2

Bollard Acoustical Consultants, Inc. (BAC)
Environmental Noise Assessment
Stonecreek Industrial Park – Rancho Cordova, California

Figure 2
Noise Levels Associated with Common Noise Sources
DNL is based upon the average noise level over a 24-hour day, with a +10-decibel weighting applied to noise occurring during nighttime (10:00 p.m. to 7:00 a.m.) hours. The nighttime penalty is based upon the assumption that people react to nighttime noise exposures as though they were twice as loud as daytime exposures. Because DNL represents a 24-hour average, it tends to disguise short-term variations in the noise environment. DNL-based noise standards are commonly used to assess noise impacts associated with traffic, railroad, and aircraft noise sources.

ITEM 18.2. ATTACHMENT 2

Bollard Acoustical Consultants, Inc. (BAC)
Environmental Noise Assessment
Stonecreek Industrial Park – Rancho Cordova, California

Criteria for Acceptable Noise Exposure
Rancho Cordova General Plan
The Noise Element of the Rancho Cordova General Plan establishes noise level criteria for both transportation and non-transportation noise sources.

Noise level criteria pertaining to project generated traffic noise levels are contained within the City of Rancho Cordova General Plan Noise Element. The following is a summary of the Noise Element Policies and Criteria, which are relevant to this project.

The General Plan establishes a normally acceptable exterior noise level standard of 60 dB DNL for residential uses. The standard is generally applied at the outdoor activity areas such as patios or designated areas such as play areas. A conditionally acceptable exterior noise level standard of 65 dB DNL is allowed provided that available exterior noise level reduction measures have been implemented and interior noise levels are in compliance with the 45 dB DNL interior noise level criterion. Where it is not practical to mitigate exterior noise levels at patio or balconies of apartment complexes, a common area such as a pool or recreation area may be designated as the outdoor activity area.

Policy N.1.2 Ensure that the indoor and outdoor areas of new projects will be located, constructed, and shielded from noise sources in compliance with the City’s noise standards to the maximum extent feasible.

Action N.1.2.1 – Require new development of noise-creating uses to conform with the City’s maximum noise levels.

Action N.1.2.2 – Require an acoustical analysis as part of the environmental review process when noise-sensitive land uses are proposed in areas where current or projected exterior noise levels exceed the City’s standards.

Action N.1.2.3 – Require any potential noise impacts identified during the acoustical analysis to be mitigated in the project design to the maximum extent feasible.

Policy N.1.3 Ensure that proposed non-residential land uses likely to exceed the City’s standards do not create noise disturbances in existing noise-sensitive areas.

Action N.1.3.1 - Require an acoustical analysis as part of the environmental review process when proposed non-residential land uses are likely to produce noise levels that exceed the City’s noise standards. The acoustical analysis must be prepared by a qualified person experienced in environmental noise assessment and architectural acoustics and must estimate existing and projected cumulative noise levels and compare those levels to the policies within this Element.

ITEM 18.2. ATTACHMENT 2

Bollard Acoustical Consultants, Inc. (BAC)
Environmental Noise Assessment
Stonecreek Industrial Park – Rancho Cordova, California

Action N.1.3.2 - Require any noise impacts identified in the acoustical analysis to be mitigated in conjunction with the project design.

Policy N.1.4 Mitigate noise created by proposed non-transportation noise sources to comply with the City’s noise standards to the maximum extent feasible.

Action N.1.4.2 – Consider restricting the hours of operation of loading docks, trash compactors, and other noise-producing uses in commercial areas that are adjacent to residential uses.

Policy N.2.2 Ensure that operational noise levels of new roadway projects will not result in significant noise impacts.

Action N.2.2.1 – Assess the significance of the noise increase of all roadway improvement projects in existing areas according to the following criteria:
− Where existing traffic noise levels are less than 60 dB DNL at the outdoor activity areas of noise-sensitive uses, a +5 dB DNL increase in noise levels due to roadway improvement projects will be considered significant; and − Where existing traffic noise levels range between 60 and 65 dB DNL at the outdoor activity areas of noise-sensitive uses, a +3 dB DNL increase in noise levels due to roadway improvement projects will be considered significant; and − Where existing traffic noise levels are greater than 65 dB DNL at the outdoor activity areas of noise-sensitive uses, a +1.5 dB DNL increase in noise levels due to roadway improvement projects will be considered significant.

The City’s non-transportation noise level performance standards referenced in these policies are provided in Table N-1 of the Noise Element. That table is reproduced in this report below as Table 1.

Table 1
Noise Level Performance Standards For New Projects Affected by or Including Non-Transportation Noise Sources1
Stationary Noise Source
Noise Level
Descriptor
Daytime
7 a.m. to 10 p.m.

Nighttime
10 p.m. to 7 a.m.

Typical Hourly Leq, dB 55 45
Tonal, Impulsive, Repetitive, or
Consist Primarily of Speech or Music Hourly Leq, dB 50 40 1 The City may impose noise level standards which are more or less restrictive than those specified above based upon determination of existing low or high ambient noise levels.

Source: Rancho Cordova General Plan Noise Element, Table N-1.

ITEM 18.2. ATTACHMENT 2

Bollard Acoustical Consultants, Inc. (BAC)
Environmental Noise Assessment
Stonecreek Industrial Park – Rancho Cordova, California

Existing Ambient Noise Environment in the Project Vicinity The existing ambient noise environment in the project vicinity is defined primarily by traffic on the local roadways (including Zinfandel Drive), and by operations associated with Mather Airport to the southwest. To generally quantify the existing ambient noise environment within the project vicinity, BAC utilized long-term (24-hour) noise level data from a survey conducted by j.c. brennan & associates, Inc. from October 30-31, 2018 (2019 noise report). The 2018 noise survey location is identified as site A on Figure 1.

A Larson-Davis Laboratories (LDL) Model 820 precision integrating sound level meter was used to complete the noise level measurement survey. The meter was calibrated immediately before use with an LDL Model CAL200 acoustical calibrator to ensure the accuracy off the measurements. The equipment used meets all pertinent specifications of the American National Standards Institute for Type 1 sound level meters (ANSI S1.4). The long-term ambient noise level survey results are summarized in Table 2. The detailed results from the 2018 ambient noise survey are contained in both tabulator and graphic formats in Appendix B.

Table 2
Summary of Long-Term Noise Survey Measurement Results1
Site Description2 Date DNL
Average Measured Hourly Noise
Levels (dBA)
Daytime3 Nighttime4
Leq Lmax Leq Lmax
Site A: Northern
portion of project site October 30-31, 2018 58 58 73 49 65 1 Detailed summaries of the noise monitoring results are provided in Appendix B. 2 Long-term noise survey location is shown on Figure 1. 3 Daytime hours: 7:00 a.m. to 10:00 p.m.
4 Nighttime hours: 10:00 p.m. to 7:00 a.m.

Source: j.c. brennan & associates, Inc. (2018)
As indicated in Table 2, the measured day-night average noise level at site A was satisfactory relative to the Rancho Cordova General Plan 60 dB DNL exterior noise level standard applicable to single-family residential uses. The Table 2 data also indicate that measured hourly noise levels at the monitoring site exceeded the General Plan’s daytime and nighttime noise standards for non-transportation noise sources.

Noise Impacts from Project-Generated Increases in Off-Site Traffic With development of the project, traffic volumes on the local roadway network will increase.

Those increases in daily traffic volumes will result in a corresponding increase in traffic noise levels at existing uses located along those roadways. The FHWA Model was used with traffic input data from the project transportation consultant, KD Anderson & Associates, Inc. (KDA), to predict project traffic noise level increases relative to existing project and no project conditions.

ITEM 18.2. ATTACHMENT 2

Bollard Acoustical Consultants, Inc. (BAC)
Environmental Noise Assessment
Stonecreek Industrial Park – Rancho Cordova, California

Traffic data in the form of AM and PM peak hour movements for Existing and Existing Plus Project conditions in the project area roadway network were obtained from the project transportation consultant, KDA. Average daily traffic (ADT) volumes were conservatively estimated by applying a factor of 5 to the sum of AM and PM peak hour conditions.

Existing versus Existing Plus Project traffic noise levels on the local roadway network are shown in Table 3. The following section includes an assessment of predicted traffic noise levels relative to the noise level increase significance criteria identified in Policy N.2.2 of the Rancho Cordova General Plan. The Table 3 data are provided in terms of DNL at a standard distance of 100 feet from the centerlines of the project-area roadways. Appendix C contains the FWHA Model inputs.

It should be noted that the FHWA Model predictions presented in Table 3 are based on inputs that include weekday peak hour traffic volumes, day/night and truck type percentages (e.g., medium and heavy trucks), vehicle speed, and distance from roadway centerlines. The FHWA Model does not account for non-traffic ambient noise sources such as nearby wildlife (e.g., birds chipping) or other anthropogenic noise sources within an area (e.g., distant traffic from other roadways, recreational activities, commercial or industrial operations, etc.).

ITEM 18.2. ATTACHMENT 2

Bollard Acoustical Consultants, Inc. (BAC)
Environmental Noise Assessment
Stonecreek Industrial Park – Rancho Cordova, California

Table 3
Traffic Noise Modeling Results and Project-Related Traffic Noise Increases Existing vs. Existing Plus Project Conditions
Segment Intersection Direction
Traffic Noise Level at 100
Feet, DNL (dB) Substantial
E E+P Increase Increase?
1 (1) Zinfandel Dr / Bear Hollow Dr North 65.6 66.2 0.6 No 2 South 64.9 65.7 0.8 No
3 East 45.5 45.5 0.0 No
4 West 55.6 55.6 0.0 No
5 (2) Zinfandel Dr / Spoto Dr North 64.7 65.5 0.8 No
6 South 64.4 65.2 0.8 No
7 East 31.5 31.5 0.0 No
8 West 51.2 51.2 0.0 No
9 (3) Zinfandel Dr / Baroque Dr North 64.2 65.0 0.8 No
10 South 64.2 65.2 1.0 No
11 East 52.5 52.5 0.0 No
12 West 50.3 52.3 2.0 No
13 (4) Zinfandel Dr / First Driveway North 64.2 65.2 1.0 No 14 South 64.2 65.1 0.9 No
15 East -- 44.1 44.1 Yes
16 West -- -- -- --
17 (5) Zinfandel Dr / Second Driveway North 64.2 65.1 0.9 No 18 South 64.2 65.0 0.8 No
19 East -- 47.1 47.1 Yes
20 West -- -- -- --
21 (6) Zinfandel Dr / Third Driveway North 64.2 65.0 0.8 No 22 South 64.2 64.4 0.2 No
23 East -- 52.2 52.2 Yes
24 West -- -- -- --
25 (7) Tina Fina Dr / Baroque Dr North 44.5 44.5 0.0 No 26 South -- -- -- --
27 East 50.6 50.6 0.0 No
28 West 52.2 52.2 0.0 No
Blank cell = no data was provided in traffic impact analysis Source: FHWA-RD-77-108 with inputs from KDA. Appendix C contains the FHWA Model inputs.

As stated previously, the FHWA Model does not account for non-traffic ambient noise sources such as nearby wildlife or other anthropogenic noise sources within an area. Consideration of such sources typically results in higher ambient noise levels (i.e., existing no project) than those predicted by the FHWA Model alone.

As indicated in Table 3, the proposed project’s contribution to traffic noise level increases is predicted to exceed the General Plan Policy N.2.2 increase significance criteria along three roadway segments evaluated in the existing conditions analysis – segments 15, 19 and 23.

However upon further analysis, it was determined that the roadway segments are the primary access points to the project site located on the project parcel. The traffic noise level increases along the identified roadway segments is calculated to range from 44.1 dB DNL to 52.2 dB DNL.

ITEM 18.2. ATTACHMENT 2

Bollard Acoustical Consultants, Inc. (BAC)
Environmental Noise Assessment
Stonecreek Industrial Park – Rancho Cordova, California

As discussed above, baseline ambient conditions are considerably higher than baseline traffic noise levels alone. When project traffic noise generation is compared to the measured ambient day-night average (DNL) level at site A, located on the project site, no substantial increases in project-generated traffic noise levels are calculated to occur along roadway segments 15, 19 and

23. Rather, the project-generated traffic noise levels along the roadway segments are calculated to be less than the measured ambient noise level at site A (58 dB DNL) and would result in projectgenerated noise level increases ranging from 0.2 dB DNL to 1.0 dB DNL along those roadway segments. This is a more accurate representation of actual project-related noise level increases than the “traffic-only” noise increases shown in Table 3. Thus, project-related increases in traffic noise levels would not substantially exceed measured ambient noise conditions in the project area relative to the General Plan Policy N.2.2 criteria.

Finally, although existing residential uses were not identified within 100 feet from the centerlines of roadway segments 15, 19 and 23 (all located on the project parcel), it should be noted that the predicted Existing Plus Project traffic noise levels of approximately 44 dB DNL to 52 dB DNL at 100 feet along those segments are well below the Rancho Cordova General Plan exterior noise level standard of 60 dB DNL applicable to traffic noise affecting residential uses.

Based on the analysis and results provided above, including consideration of measured ambient noise conditions within the project area, no further consideration of noise mitigation measures would be warranted for this aspect of the project.

Noise Impacts from Project-Generated On-Site Operations According to the project site plan (dated October 29, 2021), the project proposes the construction of four (4) buildings of various sizes for office and warehouse uses. The site plans further indicate that loading docks associated with each building will be faced inwards towards the center of the project site. Figure 1 shows the locations of the proposed buildings and loading docks.

Noise generated by heavy trucks arriving and departing the site, backing into the loading docks, and coupling/decoupling, will be one of the primary noise sources associated with this project.

Once the heavy trucks are docked at the loading bays, they will be loaded and unloaded from within the building, so no outside loading/unloading activities would occur, and noise generated by such activities would be contained within the building. Other primary noise sources associated with the project have been identified as on-site vehicle circulation and mechanical equipment (HVAC). However, it is the experience of BAC in similar industrial projects that mechanical equipment would either be housed in an equipment room or located on the roof of the buildings and shielded by screen walls (parapets).

Noise generated by project-related activities were quantified through a combination of reference noise level measurements and application of accepted noise modeling techniques. Separate discussions of noise generated by on-site heavy truck circulation, trailer coupling/decoupling, and on-site vehicle circulation are provided in the following sections.

The Rancho Cordova General Plan daytime and nighttime performance standards of 55 and 45 dB Leq (respectively) were applied to project on-site operations noise generation and assessed at ITEM 18.2. ATTACHMENT 2

Bollard Acoustical Consultants, Inc. (BAC)
Environmental Noise Assessment
Stonecreek Industrial Park – Rancho Cordova, California

the nearest existing residential uses – located north of Baroque Drive and Oselot Way. For this analysis, it was assumed that on-site operations would occur during both daytime and nighttime hours. However, satisfaction of the General Plan’s nighttime noise level standard would ensure for compliance with the General Plan’s less restrictive daytime noise level limit. As a result, the following analyses focus on compliance with the General Plan’s nighttime noise level standard of 45 dB Leq at the nearest residential uses.

Passenger Vehicle Circulation
It is the understanding of BAC that the project proposes passenger vehicle access points to the industrial park via Zinfandel Drive only. The project also proposes an access point on Baroque Drive, but would it be restricted to emergency vehicles only. The assumed on-site vehicle circulation route and site access points are shown on Figure 1.

To quantify on-site vehicle circulation noise exposure at the nearest residential uses, BAC utilized daily trip generation information from the project traffic impact analysis prepared by KDA and the Federal Highway Administration Highway Traffic Noise Prediction Model (FHWA RD-77-108).

According to the KDA trip generation data, the industrial park is estimated to generate 2,986 total trips per day, with approximately 421 trips in the a.m. peak hour and 409 trips in the p.m. hour.

Assuming an on-site vehicle speed of less than 25 mph (through the parking aisles), and 421 trips during a worst-case busy hour, project on-site vehicle circulation noise exposure was calculated at the nearest existing residential uses. The results of the calculations are summarized below in Table 4.

Table 4
Predicted On-Site Vehicle Circulation Noise Exposure vs. City Nighttime Noise Standard Receiver1 Distance (ft)2
Predicted Noise
Level, Leq (dB)3
City Nighttime Noise
Standard, Leq (dB)
Baroque Drive Residences 200 35
45 Oselot Way Residences 400 30
1 Residential uses are shown on Figure 1.
2 Distances scaled from northernmost vehicle circulation route to residential uses using the provided site plan. 3 Predicted noise levels at nearest Baroque Drive and Oselot Way residences include consideration of shielding that would be provided by existing 6-foot-tall solid noise barriers and have been adjusted by -5 dB. The locations of the existing noise barriers are illustrated on Figure 1.

Source: Bollard Acoustical Consultants, Inc. (2022)
As indicated in Table 4, worst-case on-site vehicle circulation noise levels are predicted to satisfy the applicable Rancho Cordova General Plan nighttime noise level standard of 45 dB Leq at the nearest residential uses located off Baroque Drive and Oselot Way. The predicted compliance includes consideration of shielding that would be provided by existing 6-foot-tall noise barriers, as illustrated on Figure 1. In addition, the predicted noise levels presented in Table 4 are below the range of existing (2018) ambient noise levels measured within the vicinity of the nearest residences. Based on the analysis and results provided above, no further consideration of noise mitigation measures would be warranted for this aspect of the project.

ITEM 18.2. ATTACHMENT 2

Bollard Acoustical Consultants, Inc. (BAC)
Environmental Noise Assessment
Stonecreek Industrial Park – Rancho Cordova, California

Heavy Truck Circulation
The heavy truck access point for the proposed industrial park will be off Zinfandel Drive, centrally located on the project site. The on-site truck circulation route and site access point is shown on Figure 1.

Based on review of the project site plan, the each of the four proposed warehouse buildings will have approximately 35 to 39 truck loading bays. To assess project on-site truck circulation noise exposure relative to the General Plan’s hourly average (Leq) noise level descriptor, it is necessary to identify the number of truck movements occurring during a typical busy hour of operations.

According to the traffic impact analysis prepared by KDA, the project could generate up to 362 daily truck trips. For the purpose of this analysis, it was assumed that the project could have 50 on-site heavy truck trips during a worst-case busy hour (believed to be conservative).

Heavy truck arrivals and departures, and on-site truck circulation, will occur at low speeds. To quantify the noise generation of slow moving trucks, BAC utilized single-event passby noise test results for slow-moving heavy trucks conducted at the West El Camino truck stop in Sacramento, California. The passby measurements were conducted at a reference distance of 50 feet at a location suitable for isolation of individual passby events. During the truck passbys, Larson-Davis Laboratories Model 820 and 2900 sound level meters and frequency analyzers were used to quantify noise levels and event frequency content for each event. The results of the heavy truck measurements indicated that maximum noise levels ranged from 69 to 77 dB Lmax, with a mean of 74 dB. Truck passby levels measured in terms of Sound Exposure Levels (SEL) ranged from 77 to 85 dB, with a mean of 83 dB SEL. Based on the conservative estimate of 50 trips per hour, and an SEL of 83 dB per passby, the hourly average noise level generated by on-site heavy truck circulation computes to 64 dB Leq at a reference distance of 50 feet from the passby route.

Assuming standard sound wave spreading loss (-4.5 dB per doubling of distance from a moving point source), and a calculated reference noise level of 64 dB Leq at a distance of 50 feet from the passby route, worst-case on-site heavy truck circulation noise exposure was predicted at the nearest existing residential uses. The results of the predictions are summarized below in Table

5. Table 5
Predicted On-Site Truck Circulation Noise Exposure vs. City Nighttime Noise Standard Receiver1 Distance (ft)2
Predicted Noise
Level, Leq (dB)3
City Nighttime Noise
Standard, Leq (dB)
Baroque Drive Residences 640 36
45 Oselot Way Residences 650 36
1 Residential uses are shown on Figure 1.
2 Distances scaled from on-site truck circulation route to nearest residential uses using the provided site plan. 3 Predicted noise levels at nearest Baroque Drive and Oselot Way residences include consideration of shielding that would be provided by existing 6-foot-tall solid noise barriers (-5 dB) and proposed intervening warehouse buildings (-7 dB). The locations of the existing noise barriers and buildings are shown on Figure 1.

Source: Bollard Acoustical Consultants, Inc. (2022)
ITEM 18.2. ATTACHMENT 2

Bollard Acoustical Consultants, Inc. (BAC)
Environmental Noise Assessment
Stonecreek Industrial Park – Rancho Cordova, California

The Table 5 data indicate that worst-case on-site truck circulation noise levels are predicted to satisfy the applicable Rancho Cordova General Plan nighttime noise level standard of 45 dB Leq at the nearest residential uses located off Baroque Drive and Oselot Way. The predicted compliance includes consideration of shielding that would be provided by existing 6-foot-tall noise barriers and proposed intervening warehouse buildings. In addition, the predicted noise levels shown in Table 5 are below the range of existing (2018) ambient noise levels measured within the vicinity of the nearest residences. Based on the analysis and results provided above, no further consideration of noise mitigation measures would be warranted for this aspect of the project.

Heavy Truck Backing and Trailering Activities
Noise would be generated during brief periods by trucks backing into warehouse building loading bays and trailer parking areas during trailer coupling/decoupling activities (including backup beepers). It was assumed that heavy trucks would not be permitted to idle while on-site, and that refrigerator trucks (if applicable), would be plugged into loading bay power. The locations of the loading docks and trailer parking areas are shown on Figure 1.

To quantify the noise generated by backup warning devices and trailer coupling/decoupling, BAC conducted noise level measurements of a similar sized warehouse distribution facility in Patterson, California over a 48-hour period in August of 2015. The noise level results from the Patterson facility indicated that the measured average noise levels for the entire monitoring period were 54 dB Leq and 71 dB Lmax at a distance of 100 feet from the effective noise center of the truck backing, coupling and decoupling area. Based on the reference noise level data provided above, and assuming standard sound wave spreading loss (-4.5 dB per doubling of distance from a moving point source), truck backing and trailering noise associated with the warehouse building loading docks and trailer parking areas was predicted at the nearest existing residential uses.

The results of those predictions are provided below in Table 6.

Table 6
Predicted Truck Backing and Trailering Noise Exposure vs. City Nighttime Noise Standard Receiver1
Distance (ft)2
Predicted Noise Level,
Leq (dB)3 City Nighttime
Noise Standard,
Leq (dB)
Loading
Docks
Trailer
Parking
Loading
Docks
Trailer
Parking
Baroque Drive Residences 600 400 30 40
45 Oselot Way Residences 600 350 37 41
1 Residential uses are shown on Figure 1.
2 Distances scaled from closest loading dock and trailer parking areas to residential uses using provided site plan. 3 Predicted noise levels at nearest Baroque Drive and Oselot Way residences include consideration of shielding that would be provided by existing 6-foot-tall solid noise barriers (-5 dB) and proposed intervening warehouse buildings (-7 dB), where applicable. The locations of existing noise barriers and buildings are shown on Figure 1.

Source: Bollard Acoustical Consultants, Inc. (2022)
As indicated in Table 6, truck backing and trailering noise levels are predicted to satisfy the applicable Rancho Cordova General Plan nighttime noise level standard of 45 dB Leq at the ITEM 18.2. ATTACHMENT 2

Bollard Acoustical Consultants, Inc. (BAC)
Environmental Noise Assessment
Stonecreek Industrial Park – Rancho Cordova, California

nearest residential uses located off Baroque Drive and Oselot Way. The predicted compliance includes consideration of shielding that would be provided by existing 6-foot-tall noise barriers and proposed intervening warehouse buildings (where applicable). In addition, the predicted noise levels presented in Table 6 are below the range of existing (2018) ambient noise levels measured within the vicinity of the nearest residences. Based on the analysis and results provided above, no further consideration of noise mitigation measures would be warranted for this aspect of the project.

Conclusions
Based on the analysis and results presented in this report, noise levels associated with projectgenerated off-site traffic and on-site operations at the proposed Stonecreek Industrial Park are expected to satisfy the applicable Rancho Cordova General Plan noise criteria at the nearest existing residential uses. As a result, no further consideration of noise mitigation measures would be warranted for the project.

These conclusions are based on the project trip generation data prepared by KD Anderson & Associates, Inc. (Stonecreek Industrial Center Traffic Signal Feasibility, Rancho Cordova, California [dated November 4, 2021]), the operations assumptions cited herein, BAC file data, and the studied site design presented in Figure 1 (dated October 29, 2021). Deviations from the resources cited herein could cause noise levels to differ from those predicted in this assessment.

It should be noted that, although noise levels associated with operations at the proposed industrial park are predicted to comply with applicable Rancho Cordova General Plan noise level limits at the nearest residential uses, it is ultimately up to the future individual businesses/tenants of the development to comply with said noise standards.

This concludes our environmental noise assessment for the Stonecreek Industrial Park in Rancho Cordova, California. Please contact BAC at (530) 537-2328 or [email protected] with comments or questions regarding this assessment.

ITEM 18.2. ATTACHMENT 2

Appendix A
Acoustical Terminology
Acoustics The science of sound.

Ambient Noise The distinctive acoustical characteristics of a given space consisting of all noise sources audible at that location. In many cases, the term ambient is used to describe an existing or pre-project condition such as the setting in an environmental noise study.

Attenuation The reduction of an acoustic signal.

A-Weighting A frequency-response adjustment of a sound level meter that conditions the output signal to approximate human response.

Decibel or dB Fundamental unit of sound. A Bell is defined as the logarithm of the ratio of the sound pressure squared over the reference pressure squared. A Decibel is one-tenth of a Bell.

CNEL Community Noise Equivalent Level. Defined as the 24-hour average noise level with noise occurring during evening hours (7 - 10 p.m.) weighted by a factor of three and nighttime hours weighted by a factor of 10 prior to averaging.

Frequency The measure of the rapidity of alterations of a periodic signal, expressed in cycles per second or hertz.

IIC Impact Insulation Class (IIC): A single-number representation of a floor/ceiling partition’s impact generated noise insulation performance. The field-measured version of this number is the FIIC.

Ldn Day/Night Average Sound Level. Similar to CNEL but with no evening weighting.

Leq Equivalent or energy-averaged sound level.

Lmax The highest root-mean-square (RMS) sound level measured over a given period of time.

Loudness A subjective term for the sensation of the magnitude of sound.

Masking The amount (or the process) by which the threshold of audibility is for one sound is raised by the presence of another (masking) sound.

Noise Unwanted sound.

Peak Noise The level corresponding to the highest (not RMS) sound pressure measured over a given period of time. This term is often confused with the “Maximum” level, which is the highest RMS level.

RT60 The time it takes reverberant sound to decay by 60 dB once the source has been removed.

STC Sound Transmission Class (STC): A single-number representation of a partition’s noise insulation performance. This number is based on laboratory-measured, 16-band (1/3- octave) transmission loss (TL) data of the subject partition. The field-measured version of this number is the FSTC.

ITEM 18.2. ATTACHMENT 2

Appendix B-1
ITEM 18.2. ATTACHMENT 2

Appendix B-2
ITEM 18.2. ATTACHMENT 2

Appendix C-1
FHWA Highway Traffic Noise Prediction Model Data InputsStonecreek Industrial ParkFile Name: 01 ExistingModel Run Date: 1/5/2022 % Med. % Hvy.

Segment Intersection Direction ADT Day % Night % Trucks Trucks Speed Distance 1 Zinfandel Dr / Bear Hollow Dr North 17,900 83 17 2 1 45 1002 South 15,475 83 17 2 1 45 1003 East 630 83 17 1 1 25 1004 West 3,505 83 17 1 1 35 1005 Zinfandel Dr / Spoto Dr North 14,625 83 17 2 1 45 1006 South 13,675 83 17 2 1 45 1007 East 25 83 17 1 1 25 100 8 West 1,275 83 17 1 1 35 1009 Zinfandel Dr / Baroque Dr North 13,050 83 17 2 1 45 100 10 South 13,025 83 17 2 1 45 10011 East 1,700 83 17 1 1 35 100 12 West 1,025 83 17 1 1 35 10013 Zinfandel Dr / First Driveway North 13,050 83 17 2 1 45 10014 South 13,050 83 17 2 1 45 10015 East16 West17 Zinfandel Dr / Second Driveway North 13,050 83 17 2 1 45 10018 South 13,050 83 17 2 1 45 10019 East20 West21 Zinfandel Dr / Third Driveway North 13,050 83 17 2 1 45 10022 South 13,050 83 17 2 1 45 10023 East24 West25 Tina Fina Dr / Baroque Dr North 500 83 17 1 1 25 10026 South27 East 1,100 83 17 1 1 35 10028 West 1,600 83 17 1 1 35 100 ITEM 18.2. ATTACHMENT
2

Appendix C-2
FHWA Highway Traffic Noise Prediction Model Data InputsStonecreek Industrial ParkFile Name: 02 Existing+ProjectModel Run Date: 1/5/2022 % Med. % Hvy.

Segment Intersection Direction ADT Day % Night % Trucks Trucks Speed Distance 1 Zinfandel Dr / Bear Hollow Dr North 20,705 83 17 2 1 45 1002 South 18,280 83 17 2 1 45 1003 East 630 83 17 1 1 25 1004 West 3,505 83 17 1 1 35 1005 Zinfandel Dr / Spoto Dr North 17,430 83 17 2 1 45 1006 South 16,480 83 17 2 1 45 1007 East 25 83 17 1 1 25 100 8 West 1,275 83 17 1 1 35 1009 Zinfandel Dr / Baroque Dr North 15,855 83 17 2 1 45 100 10 South 16,430 83 17 2 1 45 10011 East 1,700 83 17 1 1 35 100 12 West 1,625 83 17 1 1 35 10013 Zinfandel Dr / First Driveway North 16,450 83 17 2 1 45 10014 South 16,110 83 17 2 1 45 10015 East 430 83 17 2 1 25 100 16 West17 Zinfandel Dr / Second Driveway North 16,120 83 17 2 1 45 10018 South 15,625 83 17 2 1 45 10019 East 845 83 17 2 1 25 100 20 West21 Zinfandel Dr / Third Driveway North 15,620 83 17 2 1 45 10022 South 13,650 83 17 2 1 45 10023 East 2,730 83 17 2 1 25 10024 West25 Tina Fina Dr / Baroque Dr North 500 83 17 1 1 25 10026 South27 East 1,100 83 17 1 1 35 10028 West 1,600 83 17 1 1 35 100 ITEM 18.2. ATTACHMENT
2

DPML-58478\2752278.2
1331 N. California Blvd.

Suite 600
Walnut Creek, CA 94596
T 925 935 9400
F 925 933 4126
www.msrlegal.com
Arthur F. Coon
Direct Dial: 925 941 3233
[email protected]
Offices: Walnut Creek / San Francisco / Newport Beach
March 20, 2023

VIA E-MAIL
Honorable Mayor Budge, Vice Mayor Sander,
and City Councilmembers
City of Rancho Cordova
2729 Prospect Park Drive
Rancho Cordova, CA 95670
E-Mail: [email protected]
Re: Potential Litigation/Damages Regarding Bear Hollow
and Stone Creek Projects
Dear Mayor Budge, Vice Mayor Sander and City Councilmembers:

This office represents Dermody Properties (“Dermody”) with respect to its Major Design Review applications for two projects: (1) “Bear Hollow,” an approximately 155,077-square foot logistics center located northwest of the intersection of North Mather Boulevard and Bear Hollow Drive; and (2) “Stone Creek,” consisting of four light industrial warehouse buildings with accessory office space totaling approximately 602,004 square feet. Following the events that unfolded at the City Council meeting of March 6, 2023, specifically with regard to the Bear Hollow project but having obvious impact and implications for both projects, my client has requested that I clearly convey to you the likely legal ramifications of the course of action that the City Council has now made clear it will be pursuing.

As you have been advised in multiple communications by me, your staff, your City Attorney, and your “second opinion” outside counsel Hansen Bridgett, both in written documents and in in-person communications made at and outside of public meetings, the City lacks lawful discretion to reject either the Development Agreement (which remains valid and binding) or the projects. They are fully compliant with the Development Agreement, under which my client has fully vested rights. My client has, in good faith, engaged with the City at all levels—residents, staff, the City Manager, the City Attorney, and the City Council—to consider and respond to meaningful comments and feedback as to the projects’ designs, the only area under which the City has any legal authority over the projects. My client has made every reasonable effort to accommodate the stated concerns, while still maintaining its vested rights to proceed with the projects. Its efforts have, unfortunately, been met with delay, obfuscation, and now a patently illegal “outright denial” vote with respect to Bear Hollow, which can only be construed as a rejection ITEM 18.2. ATTACHMENT 3

Honorable Mayor Budge, Vice Mayor Sander, and City Councilmembers March 20, 2023

DPML-58478\2752278.2
of the Stone Creek project – which proposes the same by-right use – as well, as explained in our recently sent Development Agreement default notice with respect to that project.

As you have certainly been advised by your own legal counsel, the City Council’s continued unlawful treatment of Dermody’s projects inexorably leads to but one destination: a lawsuit, and one that will be far more expensive than the Council appears to understand. Accordingly, the purpose of this letter is to provide the Council with an admittedly rough, but realistic estimate of just how much taxpayer money it is proposing to spend by virtue of its unlawful rejection of projects that any rational person, including the City Attorney and the City’s specially-retained outside counsel, knows it must approve.

Before discussing specific numbers, however, I urge you all, again, to carefully read the very instructive appellate court opinion in Mammoth Lakes Land Acquisition, LLC v. Town of Mammoth Lakes (2010) 191 Cal.App.4th 435, which I have previously cited to you; a full copy of the decision is attached hereto for your convenient reference. Should you read it, you will note that the case bears striking and material similarities to the facts of the instant matter. Both entail a municipality intentionally and illegally thwarting the vested rights of a developer under a development agreement. In the Mammoth Lakes case, the Court of Appeal upheld a $30 million verdict against the Town of Mammoth Lakes based on its violation of the development agreement, and over $2 million in attorneys’ fees (which would not include the fees incurred in the appeal itself, likely pushing the total fee award north of $3 million). Thus, the decision resulted in some $33 million in liability for the Town, a judgment that unsurprisingly drove it into bankruptcy. (I have also attached a copy of the Town’s bankruptcy filing for your convenient reference.) And, of course, those dollar figures date from 2010; the dollar has been subject to approximately 37% inflation since 2010, making the Mammoth Lakes liability equivalent to over $45 million in today’s (2023) dollars.

Thus, while the high emotion, drama, and adrenalin of a contentious City Council meeting, driven by hyperbolic comments made in opposition to the Bear Hollow project, may have pushed the Council’s slim majority over the edge of rationality and irreversibly down the chosen path of an illegal rejection, it remains my faint hope that, in the cold, hard light of day, with the City’s potential liability for Dermody’s damages more pellucidly spelled out, the Council might reconsider its rash decision and instead approve the Projects as it is legally obligated to do.

Based on Dermody’s preliminary analysis of its damages, and without including attorneys’ fees, they would be approximately $59,900,000 in a scenario where five years of litigation are required to vindicate Dermody’s vested rights under the Development Agreement.

As noted, however, the above figure does do not include attorneys’ fees, and in addition to such damages, Dermody would also be entitled to recover its attorneys’ ITEM 18.2. ATTACHMENT 3

Honorable Mayor Budge, Vice Mayor Sander, and City Councilmembers March 20, 2023

DPML-58478\2752278.2
fees under section 8.13 of the Development Agreement. That figure appears likely to total somewhere in the vicinity of $1 million per year of litigation; assuming roughly five years to litigate the case through judgment and appeal, that would total some $5 million. Of course, the City will have additional expense in that it will have to pay its own outside counsel to defend the lawsuit, which would lead to another approximately $5 million in unrecoverable expense to the City.

All told, then, the City would be facing an ultimate liability of approximately $69.9 million in this case. Its fiscal year 2022-2023 general fund proposed budget totals $66 million; its fiscal year 2021-2022 general fund revenues totaled $65 million.1 The fact that the City is blithely courting an enormous litigation liability that significantly exceeds its annual budget, in a matter that its own legal counsel have undoubtedly advised it that it will most likely lose, is nothing short of astonishing and recklessly irresponsible – so much so that it is quite unprecedented in my more than thirty-five years of litigation experience.

As I’m sure you are also aware, the law also is clear that each member of the City Council owes the City and its citizens the duties of a fiduciary. (Lexin v. Superior Court (2010) 47 Cal.4th 1050, 1073; People v. Rizzo (2013) 214 Cal.App.4th 921, 950-951; City of Palm Springs v. Living Desert Reserve (1999) 70 Cal.App.4th 613, 630; Hobbs, Wall & Co. v. Moran (1930) 109 Cal.App. 316, 319.) It is axiomatic that the councilmembers thus have a duty to avoid wasting or squandering the City’s funds, many of which are paid in taxes by their constituents, who undoubtedly will expect that their tax monies will be spent on matters benefitting the entire City and its citizens. By refusing to approve the projects, as they are legally required to under the Development Agreement and Dermody’s vested rights thereunder, it appears to us that the City Council majority is purposely choosing to enmesh the City in years of litigation to no practical end, wasting tens of millions of dollars of taxpayer money in the process. As I have consistently done, I once again urge you to avoid this pointless and perilous (for the City) exercise, and to approve the projects, as you have been correctly advised that the law clearly requires.

While it may well turn out to be, this letter is not intended to be a vain effort; rather, it is our sincere hope that cooler heads will ultimately prevail and that litigation may be avoided while there is still a chance of that. Should that not occur, however, please be advised that it is absolutely certain that my client has ample means to and will vigorously defend and pursue its legal rights in litigation for as long as it takes to vindicate them. Nothing set forth in this letter is intended to, nor should it be construed to, limit or waive my client’s rights, all of which are hereby expressly reserved. The damages figures cited herein are at this point necessarily preliminary estimates and are not intended to cap or otherwise limit the damages to be sought in litigation or at trial, again, should the same become necessary. 1 https://stories.opengov.com/ranchocordovaca/published/T-yvgzL3u ITEM 18.2. ATTACHMENT 3

Honorable Mayor Budge, Vice Mayor Sander, and City Councilmembers March 20, 2023

DPML-58478\2752278.2
Thank you for your anticipated attention to these matters.

Very truly yours,

MILLER STARR REGALIA
Arthur F. Coon
AFC/mch:klw
w/encls.
cc: Micah Runner, City Manager (w/encls., [email protected]) Elizabeth Sparkman, Community Development Director,
(w/encls., [email protected])
Adam Lindgren, City Attorney (w/encls., [email protected]) City Clerk, City of Rancho Cordova (w/encls.,
[email protected])
George Condon, Dermody Properties ([email protected]) Matthew C. Henderson, Miller Starr Regalia
([email protected])
Bill Shiber, Miller Starr Regalia ([email protected]) Nadia L. Costa, Miller Starr Regalia ([email protected]) Travis A. Brooks, Miller Starr Regalia ([email protected]) ITEM 18.2. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 1 KeyCite Yellow Flag - Negative Treatment
Distinguished by Redondo Beach Waterfront, LLC v. City of Redondo Beach, Cal.App. 2 Dist., December 21, 2022
191 Cal.App.4th 435
Court of Appeal, Third District, California.

MAMMOTH LAKES LAND ACQUISITION,
LLC, Plaintiff and Respondent,
v.

TOWN OF MAMMOTH LAKES,
Defendant and Appellant.

No. C059239
|
Dec. 30, 2010.
|
Review Denied March 23, 2011.

Synopsis
Background: Developer brought action for damages against town for anticipatory breach of development agreement
after town refused to move forward with hotel/condominium project unless Federal Aviation Administration's (FAA)
objections to project could be resolved. The Superior Court, Mono County, No. 15954, Roger D. Randall, J., entered
judgment on jury verdict for developer and awarded it $30 million in damages in the form of lost profits. Town appealed.

Holdings: The Court of Appeal, Nicholson, J., held that:
[1] developer was not required to exhaust administrative remedies;
[2] FAA's objections to hotel/condominium project did not excuse town's performance of the agreement;
[3] town manager had authority to act on town's behalf when he refused to cooperate with developer; and
[4] evidence supported the lost profits damages award.

Affirmed.

West Headnotes (39)
[1] Zoning and Planning Conditions and
Agreements
Zoning and Planning Vested or property
rights
While, as a legislative act, a development
agreement can be disapproved by referendum,
an unchallenged development agreement is an
enforceable contract between the municipality
and the developer; depending on its terms, it may
create vested rights in the developer with respect
to land use. West's Ann.Cal.Gov.Code § 65865.
10 Cases that cite this headnote
[2] Zoning and Planning Conditions and
Agreements
The scope of development agreements need not
be limited to freezing land use rules, regulations,
and policies but can include other promises
between the municipality and the developer.

West's Ann.Cal.Gov.Code § 65864.
6 Cases that cite this headnote
[3] Administrative Law and
Procedure Exhaustion of Administrative
Remedies
Under doctrine of “exhaustion of administrative
remedies,” where an administrative remedy is
provided by statute, relief must be sought
from the administrative body and this remedy
exhausted before the courts will act; exhaustion
of the administrative remedy is a jurisdictional
prerequisite to resort to the courts.
1 Case that cites this headnote
[4] Municipal Corporations Rights and
Remedies of Contractors and Sureties Against
Municipality
Public Contracts Breach of contract by
government entity, rights on
ITEM 18.2. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 2 Developer could elect action for breach of
development agreement as its judicial remedy,
rather than having to proceed with an
administrative mandamus action, after town
refused to proceed with hotel/condominium
project due to Federal Aviation Administration's
(FAA) objections, which were not conditions
of agreement; determination of damages was
not available in administrative mandamus action,
and once developer gave notice of default and
town failed to cure the default, there was
no longer a proposed land use to adjudicate
in the town's quasi-judicial administrative
process, such that all that remained was factual
determination of whether town breached the
agreement and, if it did, what was the remedy.

West's Ann.Cal.C.C.P. § 1094.5.
[5] Trial Construction of writings
The interpretation of a written instrument, even
though it involves what might properly be called
questions of fact, is essentially a judicial function
to be exercised according to the generally
accepted canons of interpretation so that the
purposes of the instrument may be given effect.
[6] Evidence Construction, Interpretation, or
Application of Writings; Ambiguity
Extrinsic evidence is admissible to interpret a
written instrument, but not to give it meaning to
which it is not reasonably susceptible, and it is
the instrument itself that must be given effect.
1 Case that cites this headnote
[7] Trial Construction of writings
It is solely a judicial function to interpret a
written instrument unless the interpretation turns
upon the credibility of extrinsic evidence.
[8] Zoning and Planning Other particular
conditions or agreements
Federal Aviation Administration's (FAA)
objections to airport hotel/condominium project
did not excuse town's performance of
development agreement under provision in
agreement excusing default for delays in or
failures of performance due to governmental
restrictions imposed or mandated by other
governmental entities, given that town, by
making assurances to the FAA in exchange for
grant funding for its airport, caused the FAA
to express reservations concerning the project,
such that the FAA's restrictions were within the
reasonable control of the town.
1 Case that cites this headnote
[9] Zoning and Planning Hearing and trial in
general
Question of whether parties intended to include
town's grant assurances to Federal Aviation
Administration (FAA) when they agreed to
comply with FAA rules and regulations was
for jury in developer's action for anticipatory
breach of development agreement, even if FAA
assurances fell within broad definition of a “rule”
under the federal Administrative Procedures Act.
5 U.S.C.A. § 551(4).
[10] Zoning and Planning Other particular
conditions or agreements
In action against town for anticipatory breach
of development agreement, rules of contract
interpretation, rather than canons of statutory
interpretation, applied to interpret parties' intent
as to provision in agreement requiring parties to
comply with Federal Aviation Administration's
(FAA) rules; question concerning development
agreement did not concern validity of the
agreement as a legislative act of the town,
but instead presented question concerning the
interpretation of the agreement, and to that
question, the agreement was a contract between
the parties. West's Ann.Cal.Gov.Code § 65867.5.
6 Cases that cite this headnote
[11] Zoning and Planning Other particular
conditions or agreements
ITEM 18.2. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 3 Developer's acknowledgement of Federal
Aviation Administration's (FAA) funding and
participation in matching funding pursuant to
development agreement did not amount to
consent to FAA's restrictions or reservations that
town accepted in exchange for obtaining federal
funds under a grant for improvements to airport,
given that the town withheld from developer
knowledge of the FAA's reservations concerning
the agreement.
[12] Appeal and Error Entire record
Appeal and Error Jury as factfinder
below in general
When considering whether the evidence was
sufficient to support the jury's verdict, the Court
of Appeal reviews the entire record in the light
most favorable to the judgment to determine
whether there are sufficient facts, contradicted or
uncontradicted, to support the judgment.
14 Cases that cite this headnote
[13] Evidence Substantial Evidence
Substantial evidence is evidence that is
reasonable and credible.
9 Cases that cite this headnote
[14] Appeal and Error Jury as factfinder
below in general
In evaluating the sufficiency of the evidence to
support the jury's verdict, the Court of Appeal
accepts reasonable inferences in support of the
judgment and does not consider whether contrary
inferences may be made from the evidence.
12 Cases that cite this headnote
[15] Contracts Grounds of action
To recover on a cause of action for breach
of contract, the plaintiff must establish: (1)
the existence of a contract, (2) plaintiff's
performance or excuse for nonperformance, (3)
defendant's breach, and (4) damage to plaintiff as
a result of defendant's breach.
12 Cases that cite this headnote
[16] Contracts Acts constituting renunciation
and liabilities therefor
Anticipatory breach occurs when one of the
parties to a bilateral contract repudiates the
contract.
7 Cases that cite this headnote
[17] Contracts Acts constituting renunciation
and liabilities therefor
Repudiation of a bilateral contract based on
anticipatory breach may be express or implied;
an “express repudiation” is a clear, positive,
unequivocal refusal to perform, whereas an
“implied repudiation” results from conduct
where the promisor puts it out of his power to
perform so as to make substantial performance
of his promise impossible.
10 Cases that cite this headnote
[18] Contracts Renunciation
When a promisor repudiates a contract, the
injured party faces an election of remedies:
he can treat the repudiation as an anticipatory
breach and immediately seek damages for breach
of contract, thereby terminating the contractual
relation between the parties, or he can treat the
repudiation as an empty threat, wait until the
time for performance arrives and exercise his
remedies for actual breach if a breach does in
fact occur at such time; however, if the injured
party disregards the repudiation and treats the
contract as still in force, and the repudiation is
retracted prior to the time of performance, then
the repudiation is nullified and the injured party
is left with his remedies, if any, invocable at the
time of performance.
4 Cases that cite this headnote
[19] Contracts Acts constituting renunciation
and liabilities therefor
A party can breach, or break, a contract before
performance is required by clearly and positively
ITEM 18.2. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 4 indicating, by words or conduct, that they will
not or cannot meet a requirement of the contract,
or that they will not perform until additional
conditions not in the contract are met.
[20] Municipal Corporations Authority and
Powers
States Authority and Powers of Officers
and Agents, and Exercise Thereof
No government, whether state or local, is bound
to any extent by officer's acts in excess of his
authority.
[21] Public Employment Authority and Powers
One who deals with public officers stands
presumptively charged with full amount of
that officer's powers, and is bound at his
peril to ascertain extent of his powers to bind
government for which he is an officer, and any
act of officer to be valid must find express
authority in the law or be necessarily incidental
to power expressly granted.
[22] Municipal Corporations Mayor or other
chief executive
Town manager did not act in excess of official
authority when he refused to cooperate with
developer in moving along hotel/condominium
project, even though he failed to obtain vote
of town council; municipal code charged town
manager, as an executive officer, with the duty
to see that all franchises, contracts, permits and
privileges granted by the town council were
faithfully observed.
[23] Contracts Acts constituting renunciation
and liabilities therefor
If a party to a contract expressly or by implication
repudiates the contract before the time for his
or her performance has arrived, an anticipatory
breach is said to have occurred; the promisor has
engaged not only to perform under the contract,
but also not to repudiate his or her promise.
5 Cases that cite this headnote
[24] Contracts Acts constituting renunciation
and liabilities therefor
An express repudiation of a contract is a clear,
positive, unequivocal refusal to perform.
9 Cases that cite this headnote
[25] Contracts Acts constituting renunciation
and liabilities therefor
Annexing an unwarranted condition to an offer of
performance is a refusal to perform the contract.
2 Cases that cite this headnote
[26] Appeal and Error Actions on building
contracts and to enforce mechanics' liens
Town could not raise good-faith theory of
defense on appeal to claim that it repudiated
development agreement because town did not
proffer theory to jury.
[27] Municipal Corporations Evidence
Public Contracts Breach of contract
Evidence did not support town's claim that it
desired to comply with development agreement
in good faith as required to show that it
did not repudiate agreement for development
of hotel/condominium project such that an
anticipatory breach had occurred, where, at time
that town asserted it was acting in good faith by
being willing to abide by terms of agreement,
it was also actively working with Federal
Aviation Administration (FAA) to terminate the
developer's rights under agreement.
1 Case that cites this headnote
[28] Municipal Corporations Rights and
Remedies of Contractors and Sureties Against
Municipality
Public Contracts Cancellation or
termination of contract in general, rights of
contractors
ITEM 18.2. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 5 Town demonstrated its intention not to be bound
by the development agreement, as required to
support finding that it repudiated agreement, by
actively refusing to cooperate and seeking to
have the developer's rights terminated.
[29] Municipal Corporations Trial, judgment,
and review
Public Contracts Instructions
Instruction in anticipatory breach of contract
action, that “it is not an excuse to performance
of one contract that the party chose to perform
the other contract,” did not allow jury to base
a finding of contract repudiation on town's
formation of inconsistent contracts; instead, the
instruction merely informed the jury that a party
could not rely on its assent to one contract to
justify breach of another, inconsistent contract.
[30] Municipal Corporations Rights and
Remedies of Contractors and Sureties Against
Municipality
Public Contracts Breach of contract by
government entity, rights on
Letter professing town's willingness to work with
developer on Federal Aviation Administration's
(FAA) compliance assurances for federal grant
did not constitute a retraction of its earlier
repudiation of development agreement, such
that it was not in anticipatory breach of the
agreement; while town professed its willingness
to work with the developer on FAA compliance
issues, it did not offer to move forward with
the hotel/condominium project without first
resolving the FAA compliance issues.
1 Case that cites this headnote
[31] Appeal and Error Defects, objections, and
amendments
Issue of whether trial court erred by not
instructing jury on retraction of town's
repudiation of contract in anticipatory breach of
contract action was not required to be considered
on appeal, where argument was appended to
another argument.
2 Cases that cite this headnote
[32] Appeal and Error Evidence and Trial
Town forfeited review of issue of whether trial
court erred in anticipatory breach of contract
action by not instructing the jury on retraction
of town's repudiation of contract, given town's
failure to provide a citation to record to show
where town requested what it contended would
have been a proper instruction on retraction.
1 Case that cites this headnote
[33] Damages Breach of contract
Where prospective profits are the natural and
direct consequences of a breach of contract, they
may be recovered.
1 Case that cites this headnote
[34] Damages Loss of profits
Damages consisting of the loss of anticipated
profits need not be established with certainty;
it is sufficient that it be shown as a reasonable
probability that the profits would have been
earned except for the breach of the contract.
2 Cases that cite this headnote
[35] Appeal and Error Deference given to
lower court in general
Appeal and Error Setting aside verdict;
new trial
The Court of Appeal defers to the trial court's
factual determination when the court grants a
motion for new trial, not when the court denies
such a motion; when the court denies the motion,
the Court of Appeal will presume the jury's
verdict is correct.
3 Cases that cite this headnote
[36] Damages Loss of profits
Lost profits may be proved by means other
than the value given by a willing buyer; expert
testimony, alone, may be sufficient if it is
ITEM 18.2. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 6 supported by substantial evidence and is not
speculative.
[37] Damages Particular cases
Evidence Damages
Jury verdict awarding developer $30 million
in damages for lost profits as result of town's
anticipatory breach of development agreement
for hotel/condominium project was sufficiently
supported by expert testimony of certified
appraiser, as well as developer's part-owner;
using intentionally conservative assumptions
and accepted valuation principles, appraiser gave
project a current value of $37 million to $48
million, and part-owner, who was experienced
in developing, managing, and owning real estate
and had developed and redeveloped hotels,
estimated that the completed project could be
sold for $30 million to $40 million.
[38] Evidence Examination of Witness
In stating an opinion as to market value of his
property, landowner is bound by the same rules
of admissibility as is any other witness. West's
Ann.Cal.Evid.Code § 813.
1 Case that cites this headnote
[39] Appeal and Error Reply briefs
Town's argument that $30 million lost profits
damage award in developer's anticipatory breach
of contract action amounted to an invalid
forfeiture of taxpayer funds was forfeited on
appeal where issue was raised for first time in its
reply brief.
**802 APPEAL from a judgment of the Superior Court of
Mono County, Roger D. Randall, Judge. *
Affirmed.

Attorneys and Law Firms
Law Office of Peter E. Tracy and Peter E. Tracy, Bishop; Morrison & Foerster, Edgar B. Washburn, Maria Chedid,
Shaye Diveley, and Anton A. Ware, San Francisco, for
Defendant and Appellant.

Meyers, Nave, Riback, Silver & Wilson, Steven R. Meyers, Julia L. Bond, and Peter S. Hayes, Oakland, for League of California Cities and California State Association of Counties as Amici Curiae on behalf of Defendant and Appellant.

Quinn Emanuel Urquhart & Sullivan, Daniel L. Brockett,
John M. Pierce, Los Angeles, and Daniel H. Bromberg for Plaintiff and Respondent.

NICHOLSON, J.
*440 Defendant Town of Mammoth Lakes (the Town)
entered into a development agreement with Terrence Ballas to make improvements at the Town's airport and to build a hotel or condominium project at the airport. Ballas would initially lease the land for the hotel/condominium project but would later have the option to purchase it. Plaintiff Mammoth Lakes Land Acquisition, LLC (Developer), later acquired from Ballas the right to build the hotel or condominium project.

The Town eventually changed its priorities and no longer wanted the hotel/condominium project. The Town sought
help from the Federal Aviation Administration (FAA)
to eliminate the Developer's ability to build the hotel/ condominium project. The FAA objected to the hotel/
condominium project and threatened to cut off federal funding for the airport. However, the Developer demanded that the Town move forward with the hotel/condominium project
as contemplated in the development agreement. Despite the demand, the Town refused to move forward unless the parties could resolve the FAA's objections.

Claiming the Town repudiated the development agreement, the Developer sued the Town for anticipatory breach
of contract. A jury found that the Town breached the
development agreement and awarded $30 million in damages to the Developer. Later, the trial court awarded $2,361,130 in attorney fees to the Developer.

On appeal, the Town contends that the judgment must be
reversed because (1) the Developer could not recover in a breach of contract cause of action because it failed to exhaust its administrative remedies, (2) even if contract remedies are available, three clauses of the development agreement give the *441 Town a complete defense, (3) the Developer failed to establish a repudiation of the development agreement, (4) ITEM 18.2. ATTACHMENT 3

Mammoth Lakes Land Acquisition, LLC v. Town of..., 191 Cal.App.4th 435... 120 Cal.Rptr.3d 797, 10 Cal. Daily Op. Serv. 56, 2011 Daily Journal D.A.R. 92 © 2023 Thomson Reuters. No claim to original U.S. Government Works. 7 the evidence of damages was too speculative to support the verdict, and (5) the attorney fees award must be reversed along with the judgment. None of the Town's contentions has merit.

The Developer was not restricted to pursuing the
administrative remedies available through the Town's land use application process because the Town violated the
development agreement by refusing to move forward with
the hotel/condominium project unless the FAA's objections were resolved. Therefore, the judicial remedy is a breach of contract action based on the Town's executive decision not **803 to move forward as required by a contract, not an administrative mandamus action to review a quasi-judicial decision of the Town concerning a land use application. Also, a breach of contract action is appropriate because damages for anticipatory breach of the development agreement are not available in an administrative mandamus action.

With respect to the defenses asserted by the Town based on the language of the development agreement, none requires reversal of the judgment. A clause excusing performance of the development agreement because of governmental
restrictions is unhelpful to the Town because those restrictions were under the Town's control. Another clause requiring the parties to comply with the rules and regulations of the FAA did not excuse the Town from performing on the
development agreement because the FAA's objections were based on grant assurances made by the Town to obtain FAA funding, not on FAA rules or regulations. And the third clause is likewise unhelpful to the Town. It required the Developer to provide funds matching the FAA's funding. Contrary to the Town's assertion, providing matching funds did not signal the Developer's consent to the FAA restrictions because the evidence established that the Developer neither knew nor ought to have known about the restrictions when providing the matching funds.

The Town asserts that the Developer failed to establish a breach of the development agreement because (A) the
Developer failed to establish a breach attributable to
the Town; (B) the evidence was insufficient to establish repudiation; (C) the purchase option for the land under the hotel/condominium project was a unilateral contract not yet ripe for breach; and (D) the Town retracted any repudiation.

The Developer established a breach attributable to the Town by evidence of the actions of town officials, acting within their authority. Those actions constituted repudiation of the development agreement because they insisted on resolution of the FAA's objections before moving forward with the
development agreement, which resolution was not a condition for performance in the development agreement. Although the development agreement included a purchase option for the land under the hotel/condominium project, the breach was of the development agreement, *442 which was not a unilateral contract. And, despite the claims of town officials that they were willing to move forward with the hotel/condominium project, their actions established that they did not retract the repudiation of the development agreement.

The evidence of damages in the form of lost profits came from three sources: an experienced appraiser of hotel and resort projects, one of the investors in the Developer, and the town manager. Considering the evidence in the light most favorable to the verdict, the evidence of damages was not too speculative to support the $30 million damages award.

And finally, the Town's contention that the award of attorney fees must be reversed is without merit because the Town's sole argument for reversal of the attorney fees award is that it was based on the Developer's status as the prevailing party. The award of attorney fees is valid because we do not reverse the judgment and the Developer remains the prevailing party.

We affirm the judgment and the award of attorney fees.

HISTORY OF DEVELOPMENT AGREEMENTS
A development agreement is a statutorily-authorized
agreement between a municipal government (here, the
Town) and a **804 property owner for the development
of the property. (Gov.Code, § 65865, subd. (a).) One
of the main components of a development agreement is
a provision freezing the municipality's rules, regulations, and policies governing permitted uses of land and density of the land use, as well as standards and specifications for design, improvement, and construction. (Gov.Code, § 65866.) This provision allows a developer to make longterm plans for development without risking future changes in the municipality's land use rules, regulations, and policies. ( Santa Margarita Area Residents Together v. San Luis
Obispo County Bd. of Supervisors (2000) 84 Cal.App.4th 221, 227, 100 Cal.Rptr.2d 740 (SMART ).)
[1] The development agreement must be approved by
ordinance and is, therefore, a “legislative act.” (Gov.Code, § 65867.5, subd. (a).) Because the development agreement ITEM 18.2. ATTACHMENT 3