CITY OF RANCHO CORDOVA
CITY COUNCIL MEETING
Tuesday, September 23, 2025
4:00 PM — Special Meeting
David B. Roberts Council Chambers
City Hall
2729 Prospect Park Drive, Rancho Cordova
How to Observe or Listen to the Meeting:
• Online via Zoom: https://cityofranchocordova.zoom.us/j/81630466928 • Webinar ID: 816 3046 6928
• By phone: +1 669 900 6833 or +1 253 215 8782
• Webinar ID: 816 3046 6928
Public Comment
Members of the public who wish to address the City Council may do so in person during the meeting by completing and submitting a Speaker Card to the City Clerk.
Members of the public who wish to provide public comment via email will need to submit comments to [email protected] no later than 1:00 p.m. on Tuesday, September 23, 2025. Written comments received no later than 1:00 p.m. will be distributed to the Council, filed in the record, and will not be read aloud. All comments submitted later than 1:00 p.m. will be distributed to the Council.
If you have questions related to the City Council Meeting, please contact the City Clerk’s Office at (916) 851-8720 before Tuesday, September 23, 2025, at 1:00 p.m.
AGENDA
1. 4:00 PM SPECIAL MEETING - CALL TO ORDER/ROLL CALL
Council Members Linda Budge, Garrett Gatewood, Joe Little, David Sander, and Mayor Siri
Rancho Cordova City Council - AGENDA
Special Meeting of Tuesday, September 23, 2025
Pulipati
2. PUBLIC COMMENT
At a special meeting, citizens wishing to address the Council for any matter on the agenda may do so at the time the matter is discussed. Under the provisions of the California Government Code, the City Council is prohibited from discussing or taking action on any item not on the agenda.
3. ADJOURN TO CLOSED SESSION
Mayor Pulipati will adjourn the meeting to closed session.
4. CLOSED SESSION - CALL TO ORDER/ROLL CALL
Council Members Linda Budge, Garrett Gatewood, Joe Little, David Sander, and Mayor Siri Pulipati
5. CLOSED SESSION
Council will meet in closed session to discuss the following item:
5.1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS: Pursuant to Government Code Section 54956.8: Property: 2875 Kilgore Road, Rancho Cordova APN: 072-0490-024-0000.
City Negotiators: Micah Runner, City Manager, and Adam U. Lindgren, City Attorney. Under Negotiation: Price and Terms of Payment.
6. OPEN SESSION - REPORT FROM CLOSED SESSION
The City Attorney will report on action taken in closed session.
7. ADJOURN TO SPECIAL MEETING
Mayor Pulipati will adjourn closed session to the Special meeting.
8. SPECIAL MEETING - CALL TO ORDER/ROLL CALL
Council Members Linda Budge, Garrett Gatewood, Joe Little, David Sander, and Mayor Siri Pulipati
9. PUBLIC COMMENT
At a special meeting, citizens wishing to address the Council for any matter on the agenda may do so at the time the matter is discussed. Under the provisions of the California Government Code, the City Council is prohibited from discussing or taking action on any item not on the agenda.
10. 5:30 PM OR SOON THEREAFTER - SPECIAL MEETING ITEM
10.1. Subject: AI & Robotics Ecosystem Authorization to Enter into a Professional Services Agreement with Human Machine Collaboration Institute (HMCI), Budget Appropriation of $5 Million, and Enter into a Memorandum of Understanding with NVIDIA and HMCI.
Recommendation: Adopt the Resolution authorizing the City Manager, or designee, to execute a Professional Services Agreement with HMCI, subject to approval as to form by the City Attorney, including final scope of work as deemed consistent with the Resolution by the Advisory Group, timelines, governance, and payment schedule, and compliant with all applicable provisions of state and local law; and approve budget appropriation for an amount
Rancho Cordova City Council - AGENDA
Special Meeting of Tuesday, September 23, 2025
not to exceed $5,000,000 to fund activities in support of the AI & Robotics Ecosystem; and authorize the City Manager to enter into a Memorandum of Understanding (MOU) with NVIDIA Corporation and HMCI to operationalize NVIDIA’s platforms, curriculum, and certification pathways at the regional level.
11. 6:30 PM OR SOON THEREAFTER - SPECIAL MEETING ITEM
11.1. Subject: Economic Development and Participation Agreement: 2875 Kilgore Road and Parcels: 072-0490-024-0000, 072-0223-004-0000, 072-0223-001-0000, 072-0223-003-0000, 072-0223-002-0000, 058-0530-001-0000, 058-0530-002-0000, and 072-0490-004-0000, and California Environmental Quality Act (CEQA) Exemptions.
Recommendation: Review, discuss and adopt the Resolution approving the Economic Development and Participation Agreement (EDPA) and approve the CEQA exemptions. The EDPA is exempted from the California Environmental Quality Act pursuant to CEQA Guideline section 15004 (b)(4) as the EDPA is for financing only. The EDPA is also consistent with the provisions of CEQA Guidelines section 15183.
12. ADJOURNMENT
ADDITIONAL INFORMATION
Special Meetings listed below are subject to change/cancellation without further notice.
Public documents related to items on the open session portion of this agenda, which are distributed to the City Council less than 24 hours prior to the meeting, shall be available for public inspection at the time the documents are distributed to the Council. Documents are available for inspection at the City Clerk's office located in Rancho Cordova City Hall.
The agenda items are accessible on the City’s website at www.cityofranchocordova.org on 24 hours prior to the Special City Council Meeting.
UPCOMING MEETINGS
October 6, 2025 4:00 PM Special Meeting/5:30 PM Regular Meeting October 20, 2025 5:30 PM Regular Meeting
October 28, 2025 5:30 PM Special Meeting/Work Session
November 3, 2025 4:00 PM Special Meeting/5:30 PM Regular Meeting November 17, 2025 5:30 PM Regular Meeting
November 25, 2025 5:30 PM Special Meeting/Work Session
December 1, 2025 4:00 PM Special Meeting/5:30 PM Regular Meeting December 9, 2025 5:30 PM Special Meeting/Work Session
If you have any technical questions related to the agenda items, please contact City Hall at (916) 851- 8700.
In compliance with the Americans with Disabilities Act, if you need a disability-related modification or accommodation, including auxiliary aids or services, to participate in this meeting, please contact the City Clerk’s Office at (916) 851-8720 at least 48 hours prior to the meeting.
Rancho Cordova City Council - AGENDA
Special Meeting of Tuesday, September 23, 2025
CERTIFICATION OF POSTING OF AGENDA
I, Stacy Leitner, City Clerk for the City of Rancho Cordova, declare that the foregoing agenda for the September 23, 2025, Special Meeting of the Rancho Cordova City Council was posted and available for review on September 22, 2025, at City Hall of the City of Rancho Cordova, 2729 Prospect Park Drive, Rancho Cordova, California, 95670. The agenda is also available on the city website at www.cityofranchocordova.org.
Signed September 22, 2025, at Rancho Cordova, California.
Stacy Leitner, CMC
City Clerk
MEMORANDUM
City Council Staff Report - Page 1 of 3
ITEM 10.1.
DATE: September 23, 2025
TO: Honorable Mayor and Council Members
FROM: Laura Fickle, Economic Development Manager
SUBJECT: AI & ROBOTICS ECOSYSTEM AUTHORIZATION TO ENTER INTO A
PROFESSIONAL SERVICES AGREEMENT WITH HUMAN MACHINE
COLLABORATION INSTITUTE (HMCI), BUDGET APPROPRIATION
OF $5 MILLION, AND ENTER INTO A MEMORANDUM OF
UNDERSTANDING WITH NVIDIA AND HMCI
RECOMMENDATION
Adopt the Resolution authorizing the City Manager, or designee, to execute a Professional Services Agreement with HMCI, subject to approval as to form by the City Attorney, including final scope of work as deemed consistent with the Resolution by the Advisory Group, timelines, governance, and payment schedule, and compliant with all applicable provisions of state and local law; and approve budget appropriation for an amount not to exceed $5,000,000 to fund activities in support of the AI & Robotics Ecosystem; and authorize the City Manager to enter into a Memorandum of Understanding (MOU) with NVIDIA Corporation and HMCI to operationalize NVIDIA’s platforms, curriculum, and certification pathways at the regional level.
RESULT OF RECOMMENDED ACTION
Adoption of the Resolution would approve the budgetary authority in an amount not to exceed $5,000,000 to fund activities in support of the AI & Robotics Ecosystem, authorize the City Manager to enter into a Professional Services Agreement with HMCI, subject to approval as to form by the City Attorney, including final scope of work as deemed consistent with this Resolution by the Advisory Group, timelines, governance and payment schedule, with acceptable terms and in compliance with all applicable provisions of the Government Code and other applicable law and authorize the City Manager to enter into a joint Memorandum of Understanding (MOU) with NVIDIA Corporation and HMCI to operationalize NVIDIA’s platforms, curriculum, and certification pathways at the regional level.
BACKGROUND
In March 2025, the City of Rancho Cordova executed a Letter of Intent (LOI) with HMCI to explore the establishment of an AI & Robotics Ecosystem. HMCI has served as a primary convener and technical advisor in developing the initiative, leveraging their relationships with industry leaders, local companies, and educational institutions.
During the May 14, 2025, Work Session, staff received formal direction from the City Council to, collectively with HMCI, pursue the concept of an AI & Robotics Ecosystem for the purposes of
City Council Staff Report - Page 2 of 3
fueling innovation, economic prosperity, and scientific discovery. Further support for this initiative was established at the September 2025 Technology Subcommittee meeting, which consists of HMCI representatives, two Council members, the City Manager, Economic Development, and the Chief Technology and Innovation Officer.
The City’s Economic Development Strategic Plan, adopted by the City Council in November 2024, identifies Business Development, Placemaking & Real Estate, and Workforce Partnerships as its three central goal areas. The AI & Robotics Ecosystem advances all three by focusing on a high-growth knowledge base contributing to innovation across industries, catalyzing reinvestment in real estate and infrastructure, and strengthening workforce pipelines in emerging technologies. The Strategic Plan also establishes guiding principles of Economic Resiliency, Sustainable Growth, Innovation, and Diversity & Inclusivity. These principles are mirrored in the AI & Robotics Ecosystem’s objectives to diversify the economy, promote inclusive workforce pathways, and leverage innovation as a driver of sustainable economic growth.
Rancho Cordova is uniquely positioned to emerge as a leader in artificial intelligence and robotics research and development, building on a foundation of exceptional local assets. These include Solidigm’s global leadership in data storage innovation, FarmGPU’s advanced neocloud services for high-performance computing, and HMCI’s cutting-edge AI research and expertise.
Together, these strengths anchor an innovation ecosystem that is further supported by a robust network of data centers, reliable fiber infrastructure and power, and turnkey Class A office campuses designed to meet the needs of high-growth companies. Complementary advantages – such as flexible zoning that accelerates investment, a school district distinguished by its International Baccalaureate program, and a centrally located business park with a strong emphasis on cleanliness, safety, and accessibility – position Rancho Cordova to attract global investment while promoting a resilient, future-ready local economy.
In addition to these local assets, NVIDIA Corporation is proposing a Memorandum of Understanding (MOU) to be strategically aligned with initiatives specific to this endeavor due to a relationship cultivated by HMCI. The company’s global leadership in AI platforms and curriculum development is being localized in Rancho Cordova, where NVIDIA-certified programs are being proposed to be integrated into schools, community colleges, and workforce systems.
The AI & Robotics Ecosystem is designed not only to attract global investment and high-tech employers but also to deliver tangible benefits to Rancho Cordova residents and businesses.
By aligning advanced research and industry partnerships with workforce training and education, the Ecosystem will expand opportunities for local students and working professionals to access high-quality, future-ready jobs. The initiative emphasizes inclusivity, ensuring pathways into high-demand fields for historically underrepresented communities.In addition to workforce benefits, the Ecosystem will stimulate reinvestment in the community through adaptive reuse of office parks, infrastructure upgrades, and placemaking efforts that enhance safety, cleanliness, and accessibility. These improvements will strengthen Rancho Cordova’s position as a regional hub for innovation while creating a more vibrant, connected, and prosperous community for current and future residents.
ANALYSIS
A sole-source professional services agreement with HMCI is appropriate given their early role in conceptualizing the initiative, the March 2025 LOI, Council direction in May 2025, and their
City Council Staff Report - Page 3 of 3
exclusive relationships with industry partners, schools, and other institutions critical to the success of the Ecosystem. In addition, HMCI has developed and owns proprietary intellectual property, including the Innovation Revenue & Reinvestment (IR2) Model and the Orchestration Management Platform (OMP) that are unique, trade-secret protected tools essential to the structure, financing, and coordination of the Ecosystem. These proprietary frameworks are not available from any other provider. Continuity is essential to advancing the initiative without delay, and HMCI is the only entity legally and technically capable of delivering these integrated services.
The City Council understands that HMCI is uniquely positioned to carry out the professional services agreement, and agrees that the Master Professional Services Agreement will designate HMCI as the intended “provider of services” under Taxpayers Action Network v.
Taber Construction, Inc., (“Taber”) (2019) 42 Cal.App.5th 824, and is not “entrusted with ‘transact[ing] on behalf of the Government.’” (People v. Superior Court (Sahlolbei) (2017) 3 Cal.5th 230.) The City Council further understands and agrees that HMCI may be involved in, or have a financial interest in, subsequent phases of the project, and wishes this to be reflected in the Master Professional Services Agreement.
FISCAL IMPACT AND FUNDING SOURCE
Approval of this item authorizes budget appropriation in an amount not to exceed $5,000,000.
Funding will be provided from the Community Enhancement and Investment Fund Legacy Fund balance.
ATTACHMENT(S)
1. Resolution
2. Proposed Scope of Work
3. Memorandum of Understanding - NVIDIA/HMCI
4. Presentation
ITEM 10.1. ATTACHMENT 1 Resolution No. XX-2025 Page 1 of 3
CITY OF RANCHO CORDOVA
RESOLUTION NO. XX-2025
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA, STATE OF CALIFORNIA, APPROVING BUDGETARY AUTHORITY FOR $5 MILLION,
AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES
AGREEMENT WITH HMCI TO ADVANCE THE AI & ROBOTICS ECOSYSTEM, AND
AUTHORIZE THE CITY MANAGER TO ENTER INTO A JOINT MEMORANDUM OF
UNDERSTANDING WITH NVIDIA AND HMCI
WHEREAS, In March 2025, the City of Rancho Cordova entered into a Letter of Intent (LOI) with Human Machine Collaboration Institute (HMCI) to explore the establishment of an Artificial Intelligence (AI) & Robotics Ecosystem; and
WHEREAS, In May 2025, staff received formal direction from the City Council during the Fiscal Year 2025-27 Budget Work Session to, collectively with HMCI, pursue an AI & Robotics Ecosystem to fuel innovation, inspire economic prosperity, and scientific discovery in an amount not to exceed $5 million; and
WHEREAS, HMCI has cultivated partnerships with local companies positioned to anchor the Ecosystem, as well as with educational institutions and workforce training providers, ensuring alignment with both immediate and long-term talent development needs; and WHEREAS, The City’s Economic Development Strategic Plan, adopted by the City Council in November 2024, identifies Business Development, Placemaking & Real Estate, and Workforce Partnerships as its three central goal areas. The AI & Robotics Ecosystem advances all three by enabling a high-growth industry cluster, catalyzing reinvestment in real estate and infrastructure, and strengthening workforce pipelines in emerging technologies; and WHEREAS, The Economic Development Strategic Plan also establishes guiding principles of Economic Resiliency, Sustainable Growth, Innovation, and Diversity & Inclusivity, which are reflected in the AI & Robotics Ecosystem’s objectives to diversify the local economy, promote inclusive workforce pathways, and leverage innovation as a driver of sustainable prosperity; and
WHEREAS, Rancho Cordova possesses unique regional and global assets that position it for leadership in artificial intelligence and robotics research and development, including Solidigm’s global leadership in data storage innovation and FarmGPU’s neocloud services supporting high-performance computing; and
WHEREAS, together, these assets anchor an innovation ecosystem supported by a robust network of data centers, reliable fiber infrastructure, and turnkey Class A office campuses designed for high-growth companies, while complementary advantages – including flexible zoning that accelerates investment, a school district distinguished by its International Baccalaureate program, and a centrally located business park with a strong emphasis on cleanliness, safety, and accessibility – position Rancho Cordova to attract global investment, facilitate innovation, and build a resilient, future-ready local economy.; and WHEREAS, the NVIDIA Corporation has proposed a Memorandum of Understanding between them, the City and HMCI to expand NVIDIA’s curriculum, certification pathways, and AI platforms across local educational institutions and workforce systems, with HMCI serving as
ITEM 10.1. ATTACHMENT 1 Resolution No. XX-2025 Page 2 of 3
the ecosystem orchestrator to align power providers, employers, educators, and public agencies in delivering scalable and inclusive AI readiness programs; and WHEREAS, The AI & Robotics Ecosystem will provide broad community benefits by creating inclusive workforce pathways into high-demand industries, strengthening local schools and training programs, and supporting placemaking and infrastructure improvements that enhance quality of life, safety, and accessibility for Rancho Cordova residents.; and WHEREAS, the City Council further recognizes that a sole-source professional services agreement with HMCI is appropriate due to their established expertise in artificial intelligence, their exclusive relationships with core private-sector partners and institutions, their ownership of proprietary intellectual property – including the Innovation Revenue & Reinvestment (IR2) Model and the Orchestration Management Platform (OMP) – which are unique and trade-secret protected tools essential to the Ecosystem’s structure and success, and the continuity required to successfully advance the work initiated under the March 2025 LOI; and WHEREAS, in consideration of HMCI’s exclusive expertise, technology, and relationships, the City Council anticipates and agrees that HMCI, as the sole-source professional service provider for the City’s AI and Robotics Ecosystem, is not transacting on behalf of the City, but is rather a provider of services that may perform or have a financial interest in multiple, or each, phase of the project, and wishes this to be reflected in the Master Professional Services Agreement; and
WHEREAS, Advancing the AI & Robotics Ecosystem initiative will catalyze economic growth, attract investment, and cultivate workforce pipelines in high-demand industries, consistent with Rancho Cordova’s long-term vision to be a regional hub for economic opportunity; and
WHEREAS, the City will form an Advisory Group consisting of City and HMCI representatives to provide oversight, review progress, and ensure activities align with the adopted Resolution.
NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA as follows:
1. The City Council authorizes the City Manager, or designee, to execute a Professional Services Agreement with HMCI, subject to approval as to form by the City Attorney, including final scope of work as deemed consistent with this Resolution by the Advisory Group, timelines, governance, and payment schedule, and compliant with all applicable provisions of state and local law.
2. The City Council of the City of Rancho Cordova hereby approves budgetary authority in an amount not to exceed $5,000,000 from the Community Enhancement and Investment Fund Legacy Fund balance to implement activities in support of the AI & Robotics Ecosystem initiative.
3. The City Council authorizes the City Manager, or designee, to enter into a joint Memorandum of Understanding with NVIDIA and HMCI.
4. This Resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 23rd
ITEM 10.1. ATTACHMENT 1 Resolution No. XX-2025 Page 3 of 3
day of September 2025 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
Siri Pulipati, Mayor
Stacy Leitner, CMC
City Clerk
ITEM 10.1. ATTACHMENT 2
SCOPE OF WORK
The City will establish an Advisory Group, comprised of representatives from both the City and HMCI, to review progress, provide feedback and ensure activities align with the adopted Resolution. The City shall retain authority for policy direction, oversight, and final acceptance of activities and deliverables.
With final direction and guidance from the City, HMCI shall serve as the lead implementer of the Ecosystem activities, with responsibility for day-to-day management and execution. This sole-source professional services agreement is authorized under California Government Code §§ 37103 and 53060, recognizing HMCI’s unique expertise and proprietary intellectual property (including the IR2 Model and Orchestration Management Platform). The Parties will develop a written framework to clarify roles and responsibilities, ensuring accountability and transparency while avoiding unnecessary delays to implementation.
These are proposed Scopes of Work for a number of initiatives relative to the formation and implementation of the AI & Robotics Ecosystem, and the related activities and deliverables. Final Scopes of Work may be adjusted and will be detailed in a Master Professional Services Agreement subject to approval as to form by the City Attorney, including final scope of work deemed consistent with the adopted Resolution by the Advisory Group, timelines, governance and payment schedule, and compliant with all applicable provisions of state and local law.
1. Digital Twin
Scope of Work (What/How)
• Determine zone for digital twin
• Collect baseline infrastructure data (energy capacity, fiber, transportation, land use). • Develop a digital twin model representing current conditions. • Simulate multiple growth and infrastructure scenarios. • Provide recommendations for phased infrastructure upgrades. • Deliver technical documentation and training for City staff.
Timeline & Deliverables (final timelines & deliverables to be established in the MSA) • Month 6: Baseline Infrastructure Report.
• Month 12: Digital Twin Model v1.0.
• Month 18: Scenario Analysis & Upgrade Roadmap.
• Month 24: Final Report & Presentation.
ITEM 10.1. ATTACHMENT 2
Outcomes (Why/Results)
• Enables smarter, data-driven city planning.
• Improves transparency and community engagement by allowing staff to visualize scenarios. • Strengthens resilience through infrastructure scenario modeling. • Builds City capacity to manage future growth effectively.
2. Orchestration Management Platform (OMP)
Scope of Work (What/How)
• Design the custom architecture and workflows for the OMP. • Develop and deploy a dashboard for project tracking and stakeholder updates. • Integrate reporting and analytics features for City oversight. • Train City staff and partners on OMP usage.
• Maintain and update the OMP during the contract period.
Timeline & Deliverables (final timelines & deliverables to be established in the MSA) • Month 1-6: OMP System Design & Specifications.
• Month 6-12: Beta Version.
• Months 18-24: Quarterly Performance Reports & Continual updates and partner additions • Month 20-24: Training Package and hand off to city staff Outcomes (Why/Results)
• Creates coordination and transparency among all ecosystem partners. • Ensures accountability through performance dashboards. • Builds City capacity to manage ecosystem activities with efficiency and visibility. • Provides a scalable governance model for replication in other cities.
3. Workforce Development, in alignment with NVIDIA
Scope of Work (What/How)
• Partner with local education institutions, and training providers. • Design curriculum pathways for AI/robotics and infrastructure trades. • Facilitate internships, apprenticeships, and employer partnerships. • Support outreach and recruitment of diverse participants. • Develop metrics for enrollment, completion, and job placement.
ITEM 10.1. ATTACHMENT 2
Timeline & Deliverables (final timelines & deliverables to be established in the MSA) • Month 1-6: Assess needs, resources, and final partnership with employers and educational providers
• Month 6-12: Workforce Framework & Curriculum Outlines. • Month 12-24: Pilot Training Program Launch.
• Month 12: Annual Progress Report.
• Ongoing: Quarterly Performance Reports.
Outcomes (Why/Results)
• Builds a pipeline of job-ready local talent for AI, robotics, and infrastructure sectors. • Expands opportunities for underrepresented groups, ensuring equity and inclusion. • Supports regional employers with skilled workforce.
• Demonstrates measurable impact through enrollment, completion, and placement metrics.
4. IR2 Model Pilot
Scope of Work (What/How)
• Engage at least two participating companies to pilot the IR2model. Work with stakeholder partners to establish governance structure and standard operating procedures (SOPs) for collection and remittance of funds.
• HMCI shall deliver a framework for partner agreements outlining recommended terms, rates, and reinvestment flows, to be used by the City and its partners in negotiation and execution of final agreements.
• Monitor and report financial and operational outcomes. • Recommend adjustments for broader scaling.
Timeline & Deliverables (final timelines & deliverables to be established in the MSA) • Months 1-6: Develop MSA
• Months 6-12: Real-estate Assessed & Onboard
• Months 12 – 18: Infrastructure Enablement/ Standardization • Months 18-24: 2-3 Business Established in the Ecosystem • Month 24: Final Pilot Report with Recommendations.
• Ongoing: Quarterly Performance Reports.
ITEM 10.1. ATTACHMENT 2
Outcomes (Why/Results)
• Demonstrates a self-sustaining funding model for the ecosystem. • Creates reinvestment loops that channel economic growth back into the community. • Establishes Rancho Cordova as a flagship model for IR2.
5. Business Marketing, Recruitment, and Ecosystem Programming Scope of Work (What/How)
• Develop a marketing and recruitment strategy.
• Execute branding, collateral, and digital campaigns.
• Organize hackathons, networking sessions, and workshops. • Support company attraction, retention, and expansion. • Track and report ecosystem engagement metrics in OMP.
Timeline & Deliverables (final timelines & deliverables to be established in the MSA) • Month 1-6: Marketing & Recruitment Strategy.
• Month 6-12: Branding Package.
• Months 6–12: At least three Ecosystem Events.
• Month 12-18: At least three Ecosystem Events.
• Month 24: Final Report with Recommendations for continuity of activities.
Outcomes (Why/Results)
• Attracts new companies and talent into Rancho Cordova’s AI and Robotics Ecosystem. • Retains and supports growth of existing companies.
• Builds community identity as a hub for innovation.
• Strengthens partnerships between business, government, and education.
6. Program-Level & Governance (Overhead / Orchestration) Scope of Work (What/How)
• Provide overall ecosystem orchestration and program management. • In partnership with the City and Ecosystem stakeholders, establish governance frameworks through HMCI’s IR2 model and OMP.
• Deliver impact measurement and reporting across all initiatives. • Manage technical specifications and economic impact reports.
ITEM 10.1. ATTACHMENT 2
Outcomes (Why/Results)
• Ensures coordinated execution across all pillars.
• Builds trust through governance, transparency, and measurable impact. • Provides City and partners with clear, trackable returns on investment. • Establishes a foundation for long-term scalability of the Ecosystem.
7. Research & Development
Scope of Work (What/How)
• Conduct applied research on AI, robotics, and infrastructure technologies relevant to municipal services, economic development, and workforce readiness. • Develop white papers and technical briefs in partnership with UC Davis, Sac State, and other research collaborators.
• Pilot test emerging technologies (e.g., AI agents, robotics applications, clean energy systems) in controlled environments before potential citywide deployment. • Maintain HMCI’s research library and disseminate findings to the City, partners, and community.
Timeline & Deliverables (final timelines & deliverables to be established in the MSA) • Months 3–6: Establish Research Agenda aligned with the ecosystem goals and objectives • Month 12-24: First research project established and kicked-off (in collaboration with university partners).
• Months 12–24: Ongoing research and iteration.
• Ongoing: Annual Research & Innovation Impact Report.
Outcomes (Why/Results)
• Positions Rancho Cordova as a regional leader in AI and robotics research. • Ensures the ecosystem remains at the forefront of technological innovation, not just implementation.
• Creates direct pathways for university collaboration, student engagement, and workforce innovation.
• Strengthens HMCI’s role as the intellectual backbone of the Ecosystem, ensuring the City benefits from proprietary, cutting-edge research.
ITEM 10.1. ATTACHMENT 3
Memorandum of Understanding for Collaborative Business Engagement This Memorandum of Understanding for Collaborative Business Engagement (“MOU”), effective as of the date last signed (“Effective Date”), is by and between NVIDIA Corporation, a Delaware corporation, on behalf of itself and its affiliates (“NVIDIA”), Human Machine Collaboration Inst., a California corporation (“HMCI”) and the City of Rancho Cordova, a California municipal corporation (“Rancho Cordova”). NVIDIA, HMCI and Rancho Cordova are each a “party” and collectively the “parties.” The parties agree as follows:
1. Non-binding Nature of Collaborative Business Engagement. This MOU is intended to facilitate the collaborative relationship described in Exhibit A. The parties agree Exhibit A is non-binding and no legal obligations or liabilities exist or will exist related to Exhibit A. Neither party is required to enter into any binding agreement related to Exhibit A.
2. MOU’s Binding Provisions. The parties agree that Sections 1 through 14 of this MOU are binding and enforceable.
3. Intellectual Property Ownership; No Licenses. Under this MOU, there is no intellectual property transfer and no party grants to any other party any intellectual property license or right, express, by implication, estoppel or otherwise. Additionally, the parties do not intend to jointly create any intellectual property under this MOU. If, during the term of the MOU, joint intellectual property development appears possible, the parties will discuss an agreeable mechanism to resolve ownership of any jointly developed intellectual property. If NVIDIA hardware, software or services are described in Exhibit A, they may be separately obtained if and as available subject to the applicable terms and conditions.
4. Costs and Non-Exclusive Agreement. The parties will each bear their own costs associated with activities described in this MOU. Any benefit offered in connection with this MOU is not conditioned on any exclusivity.
Subject to a party’s confidentiality obligations regarding another party’s confidential information, nothing in this MOU prevents a party from participating in similar arrangements with third parties.
5. Confidentiality. The parties Multi-Party Non-Disclosure Agreement effective July 3, 2025 is incorporated in this MOU by reference governs the parties’ confidentiality obligations for confidential information disclosed under this MOU. Confidential information includes the existence of this MOU and its terms; however, each party may share this MOU and related information on a confidential basis with its professional advisors, including lawyers, accountants and external auditors.
6. Publicity. A party will not make any public statements about this MOU or the parties’ activities under this MOU without prior written approval from the other two parties. If the parties choose to pursue joint marketing or communications related to the activities in Exhibit A, the parties will mutually agree in writing to a go-to-market plan or positioning document (as applicable).
7. LIMITATION OF LIABILITY. EXCEPT FOR BREACHES UNDER SECTION 5 (CONFIDENTIALITY) OR SECTION 6 (PUBLICITY), TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL A PARTY BE LIABLE
FOR ANY (I) INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR (II) DAMAGES FOR
THE (A) COST OF PROCURING SUBSTITUTE GOODS OR (B) LOSS OF PROFITS, REVENUES, USE, DATA OR
GOODWILL ARISING OUT OF OR RELATED TO THIS MOU, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A PARTY’S REMEDIES FAIL THEIR ESSENTIAL PURPOSE. EXCEPT FOR BREACHES UNDER SECTION 5 (CONFIDENTIALITY) OR SECTION 6 (PUBLICITY), EACH PARTY’S TOTAL
CUMULATIVE AGGREGATE LIABILITY FOR ANY AND ALL LIABILITIES, OBLIGATIONS OR CLAIMS ARISING OUT OF OR RELATED TO THIS MOU WILL NOT EXCEED FIVE U.S. DOLLARS (US$5).
8. Term, Termination and Survival.
a. Term. This MOU has a duration of one (1) year starting from the Effective Date (“Term”), unless terminated earlier in accordance with its terms.
ITEM 10.1. ATTACHMENT 3
4936-4346-1462, v. 2
b. Termination for Convenience. Either party may terminate this MOU at any time with ten (10) days’ advance written notice to the other party.
c. Effect of Termination. Upon any expiration or termination of this MOU, each party will promptly return, delete or destroy the other parties confidential information within its possession or control, and, upon request, will certify in writing that it has complied with this obligation. d. Survival. Sections 1 through 7, 8 c. and 8 d., and 9 through 14 will survive the MOU’s termination or expiration.
9. Governing Law and Jurisdiction. This MOU will be governed in all respects by the laws of the United States and the laws of the State of California, without regard to conflict of laws principles or the United Nations Convention on Contracts for the International Sale of Goods. The state and federal courts residing in Santa Clara County, California will have exclusive jurisdiction over any dispute or claim arising out of or related to this MOU, and the parties irrevocably consent to personal jurisdiction and venue in those courts; except that, either party may apply for injunctive remedies or an equivalent type of urgent legal relief in any jurisdiction.
10. Trade and Policy Compliance. The parties agree to comply with all applicable export, import, trade and economic sanctions laws and regulations, including the Export Administration Regulations and Office of Foreign Assets Control regulations. These laws include restrictions on destinations, end-users and end-use. The parties each acknowledge that its use of the products and technology of the other parties under this MOU will be consistent with NVIDIA’s Human Rights Policy.
11. Independent Contractors. The parties are independent contractors, and this MOU does not create a joint venture, partnership, agency or other form of business association between the parties. No party will have the power to bind any other party or incur any obligation or expense on its behalf without the bound party’s prior written consent.
12. Entire Agreement. Regarding the subject matter of this MOU, the parties agree that (i) this MOU and its exhibits constitute the entire and exclusive agreement between the parties and supersede all prior and contemporaneous communications and (ii) any additional or different terms or conditions, whether contained in purchase orders, order acknowledgments, invoices or otherwise, will not be binding on the receiving party and are null and void.
13. Amendment. Any amendment to this MOU must be in writing and signed by authorized representatives of the parties.
14. Counterparts and Electronic Signature. The parties may execute this MOU in counterparts, which taken together will constitute one agreement. Each party agrees that this MOU and any MOU exhibits may be electronically signed, and that any electronic signatures appearing on this MOU or MOU exhibits are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.
ITEM 10.1. ATTACHMENT 3
4936-4346-1462, v. 2
The parties, by signature of their authorized representatives, have executed this MOU as of the date signed below.
City of Rancho Cordova
2729 Prospect Park Drive
Rancho Cordova, CA 95670
By: _______________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________
NVIDIA Corporation
2788 San Tomas Expressway
Santa Clara, CA 95051 U.S.A.
By: ________________________________
Name: _____________________________
Title: _______________________________
Date: _______________________________
Human Machine Collaborative Inst.
10850 Gold Center Drive Suite 185A
Rancho Cordova, CA 95670
By: _______________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________
ITEM 10.1. ATTACHMENT 3
4936-4346-1462, v. 2
Exhibit A
Description of Non-binding Collaborative Engagement between NVIDIA, the City of Rancho Cordova, and the Human Machine Collaborative Institute
Rancho Cordova, in strategic collaboration with HMCI and NVIDIA, are aiming to establish the Rancho Cordova AI & Robotics Ecosystem [the Ecosystem] as a flagship model for AI-powered economic development. This initiative builds upon and complements the existing NVIDIA–State of California MOU by operationalizing its goals at the regional level, accelerating the adoption of AI infrastructure, workforce development, and applied innovation across the Greater Sacramento region.
The collaboration leverages power infrastructure, scalable real estate, fiber connectivity, and proximity to institutions such as UC Davis and regional community colleges. These assets position Rancho Cordova to attract and support AI and robotics companies, enabling predictable energy, workforce pipelines, and innovation-enabling environments.
This collaboration is designed to activate and expand NVIDIA’s curriculum, certification pathways, and AI platforms across educational institutions and workforce systems. HMCI, serving as the orchestrator, may lead coordination with power providers, employers, educators, and public agencies to enable scalable, inclusive delivery of AI readiness programs.
The Rancho Cordova AI & Robotics District is a critical node within California’s broader innovation strategy, demonstrating how cities can activate regional talent, infrastructure, and public-private coordination to accelerate AI deployment. The initiative supports equitable growth, economic mobility, and long-term competitiveness throughout the Greater Sacramento region, while aligning directly with NVIDIA’s global developer and California’s leadership in emerging technology sectors.
In the event the parties wish to pursue a project or initiative outlined in this Exhibit A, the parties will negotiate a definitive binding agreement specifying the rights and obligations of each party, and a party will not be bound until such definitive agreement is fully executed.
1. Objectives
Workforce Development
Prepare regional residents for careers in AI-driven sectors through industry-recognized credentials, employer- aligned training, and job placement. Rancho Cordova may support hiring pipelines and municipal workforce coordination, while HMCI may lead program design, employer engagement, and skills validation in sectors like robotics, healthcare, and advanced manufacturing.
Educational Excellence
Integrate NVIDIA DLI curriculum and teaching kits across regional colleges and workforce programs to expand AI literacy and job readiness. HMCI may coordinate curriculum alignment and delivery, while Rancho Cordova may support access through community platforms and digital infrastructure.
Research and Innovation Capacity
Strengthen applied AI research through coordinated public-private partnerships, pilot projects, and translational R&D. HMCI may facilitate research design and partnerships, while Rancho Cordova may provide access to public use cases and civic infrastructure for innovation and prototyping.
Community and Economic Impact
Launch inclusive Ecosystem that connects underserved communities to AI careers, startups, and public benefit technologies. Rancho Cordova may drive zoning and permitting alignment and host outreach campaigns, while HMCI may lead activation, equity strategies, and reinvestment planning tied to the Ecosystem.
ITEM 10.1. ATTACHMENT 3
4936-4346-1462, v. 2
2. Strategic Initiatives
NVIDIA may participate in the following areas, subject to the relevant NVIDIA DLI offerings’ availability, eligibility requirements and grant awards, applicable fees, terms and conditions:
AI Skills Training:
• Providing Rancho Cordova with access to AI training materials, SDKs, and NVIDIA DLI resources; and • Facilitating hands-on learning using NVIDIA’s technologies, including AI frameworks and tools aligned with high-demand applications in healthcare, robotics, manufacturing, and data science.
Customized Curriculum Collaboration:
• Collaborating with Rancho Cordova and HMCI to refine educational programs focused on AI, robotics, and GPU-accelerated computing; and
• Curriculum alignment with industry needs in healthcare, advanced manufacturing, robotics, data science, and cybersecurity; and
• Providing NVIDIA DLI teaching kits for faculty integration into academic and workforce training programs.
Faculty and Student Training:
• Delivering NVIDIA-certified workshops and training sessions for educators; and • Preparing students with practical, industry-aligned skills through targeted training initiatives.
AI Expertise and Industry Collaboration:
• Providing NVIDIA subject matter experts for strategic guidance in implementing AI across regional industries; and
• Facilitating knowledge transfer through workshops, guest lectures, and mentoring sessions; and • Supporting joint research and applied innovation projects by connecting Rancho Cordova with industry partners and, where resources allow, offering NVIDIA’s expertise to guide these initiatives.
Certification and Career Pathways:
• Collaborating with Rancho Cordova and HCMI to develop certification pathways aligned with industry- recognized standards; and
• Working with Rancho Cordova and HCMI to integrate practical AI applications into curricula to prepare students for local workforce opportunities.
City of Rancho Cordova may consider the following contributions:
AI Infrastructure and Implementation Support:
• Expediting local planning, permitting, and zoning approvals to facilitate rapid deployment of AI infrastructure; and
• Collaborating with power company for scalable energy allocations for the AI Ecosystem and • Supporting right-of-way and public asset utilization to enable fiber, grid, and compute readiness; and • Aligning Rancho Cordova IT departments and public-sector systems with AI-readiness initiatives for smart government transformation.
Curriculum Integration and Program Expansion:
• Coordinating local educational institutions to adopt and integrate NVIDIA DLI resources and AI certifications into their curricula; and
• Facilitating partnerships with local school boards, higher education institutions, and workforce boards to align programming with city economic development goals; and
ITEM 10.1. ATTACHMENT 3
4936-4346-1462, v. 2
• Promoting awareness of AI learning programs through city-operated platforms, public campaigns, and digital signage.
Student Engagement and Career Pathways:
• Developing local career pathways linked directly to industry and employer needs in AI and robotics; and • Partnering with public employers and local vendors to host internships and AI-related job placement programs; and
• Identifying opportunities for city-sponsored apprenticeships and civic tech pilot programs tied to AI upskilling.
HMCI may consider the following contributions:
AI Infrastructure and Implementation Support:
• Managing operational and coordination within the AI & Robotics Ecosystem; and • Providing strategic oversight of infrastructure readiness and digital twin deployment; and • Leading development of innovation ecosystem specifications and tenant onboarding protocols; and • Supporting system integration across power, compute, connectivity, and workforce layers.
Curriculum Integration and Program Expansion:
• Leading curriculum adaptation and integration of NVIDIA-developed AI modules across educational and training programs; and
• Working with postsecondary institutions and workforce boards to align offerings with industry-recognized credentials; and
• Ensuring curricular scalability across multiple disciplines and delivery formats (credit, non-credit, apprenticeships).
Faculty Development and Instructional Leadership:
• Encouraging qualified local faculty to be certified NVIDIA DLI University Ambassadors, enhancing their capacity to deliver advanced AI instruction. Faculty candidates must meet prerequisites defined by the Ambassador Program; and
• Coordinating professional learning communities across regional faculty to sustain instructional quality; and
• Hosting annual instructional convenings to surface best practices and identify continuous improvement needs.
Student Engagement and Career Pathways:
• Orchestrating mentorship and internship programs to enable robust industry engagement and employment outcomes; and
• Connecting regional employers with certified learners through cohort-based placement models; and • Developing AI capstone and work-based learning frameworks tied to local demand signals.
Community Outreach and Inclusive Engagement:
• Providing equitable access to AI training and employment opportunities through community-focused outreach initiatives; and
• Engaging community-based organizations and trusted messengers to boost participation from underrepresented groups; and
• Producing multilingual outreach materials and holding public forums across neighborhoods within the ecosystem.
Research Collaboration and Innovations:
ITEM 10.1. ATTACHMENT 3
4936-4346-1462, v. 2
• Facilitating collaborative research initiatives and partnerships to drive local innovation and economic growth; and
• Supporting the development of translational research projects, innovation fellowships, and joint IP initiatives; and
• Convening annual regional research and industry summits to showcase outcomes and strengthen stakeholder alignment.
3. Joint Commitments
Federal, State, Philanthropic, and Local Grants:
Rancho Cordova, HMCI, and NVIDIA may jointly pursue grant funding opportunities to support innovative AI infrastructure, workforce programs, and educational initiatives across the Greater Sacramento region, to support the long-term sustainability of the partnership.
Continuous Feedback Loop:
This collaboration may establish a feedback loop involving representatives from Rancho Cordova, HMCI, NVIDIA, and key regional stakeholders. This may enable programs to remain responsive to industry demands, workforce needs, and educational outcomes, promoting continuous improvement.
Expanding Access to Opportunities:
This collaboration aims to enhance access to AI education and job opportunities for residents from various backgrounds, including those facing economic challenges, across the Greater Sacramento region.
Infrastructure and Ecosystem Alignment:
The parties may collaborate to enable infrastructure development, power allocation, and zoning policies within the Rancho Cordova AI & Robotics Ecosystem and they are aligned with long-term workforce and innovation objectives, including the use of dedicated surcharges to reinvest in growth.
Regional Economic Development Coordination:
The collaboration may coordinate with local and regional economic development agencies to align tenant attraction, startup support, and business recruitment strategies with the goals of the AI & Robotics Ecosystem, maximizing regional impact and sector growth.
4. Governance
Steering Committee: A joint steering committee may be formed with representatives from Rancho Cordova, HMCI, and NVIDIA. This committee may oversee the collaboration’s implementation and progress, supporting strategic alignment among all parties, and address operational or policy challenges that arise during execution.
Key Outcomes and Metrics
Workforce Development and Job Placement
Key Outcome: Learners across the Rancho Cordova region, particularly from underserved communities, may secure AI-aligned employment in high-demand sectors such as robotics, healthcare, cybersecurity, and advanced manufacturing.
Metrics:
• Number of learners placed in AI and technology-related jobs within five years • Percentage of graduates working in priority industry sectors aligned to regional economic plans • Growth in job placement outcomes for underrepresented or economically disadvantaged populations
Student Enrollment and Graduation in AI Programs
ITEM 10.1. ATTACHMENT 3
4936-4346-1462, v. 2
Key Outcome: The collaboration may drive steady increases in enrollment and graduation rates in AI-aligned education and workforce training programs.
Metrics:
• Year-over-year increase in enrollment in AI, robotics, and data science programs • Graduation and completion rates for NVIDIA-aligned credentials or programs • Representation of underserved learners in AI program enrollment and completion
Industry Certifications and Credentials Awarded
Key Outcome: Learners and faculty may earn industry-recognized AI certifications, including NVIDIA DLI credentials, supporting career and instructional advancement.
Metrics:
• Number of NVIDIA DLI certificates awarded to learners and instructors • Growth in the number of certified DLI instructors and Ambassadors across institutions • Increase in credential completion rates across technical and non-degree pathways
Curriculum Integration and Program Development
Key Outcome: Regional institutions may embed NVIDIA-developed curriculum into degree, non-credit, and workforce programs in fields aligned to local employer demand.
Metrics:
• Number of new or revised courses incorporating NVIDIA AI modules • Number of academic departments adopting GPU-aligned content • Ongoing curriculum updates based on labor market feedback and industry consultation
Research and Innovation Output
Key Outcome: The collaboration may lead to joint applied research projects and innovation pilots that drive regional problem-solving and commercialization.
Metrics:
• Number of collaborative research projects initiated with academic or industry partners • Number of publications, prototypes, patents, or innovations developed • Total external funding secured for AI research from state, federal, or private sources
Community Engagement and Inclusivity
Key Outcome: Community-centered outreach and programming may promote AI awareness, literacy, and access to opportunities for historically excluded groups.
Metrics:
• Community participation in AI workshops, summits, and outreach events • Stakeholder feedback on local impact, access, and program design • Expansion of multilingual, community-based, or high school outreach initiatives
Faculty Development
Key Outcome: Faculty across participating institutions may be trained and supported to deliver NVIDIA-aligned AI instruction and lead learner engagement.
Metrics:
• Number of faculty earning NVIDIA DLI Ambassador or instructor certifications • Faculty participation in NVIDIA-led workshops, summits, or instructional networks • Faculty contributions to research, curriculum co-design, or mentorship programs
ITEM 10.1. ATTACHMENT 3
4936-4346-1462, v. 2
Economic Impact and AI Startups
Key Outcome: The AI & Robotics Ecosystem may catalyze new business formation, economic reinvestment, and startup activation.
Metrics:
• Number of AI startups launched or attracted to the Ecosystem • Surcharge revenue allocated to workforce and infrastructure reinvestment • Estimated economic impact in terms of jobs created, revenue growth, and sector transformation
Research Capacity Building
Key Outcome: Participating institutions and partners may expand their capacity to conduct AI-aligned research, compete for funding, and lead applied innovation.
Metrics:
• Number of AI-related research grants secured by regional institutions • Number of research outputs including white papers, conference presentations, and tools • Growth in research centers, cross-sector collaborations, and infrastructure investment • Number of faculty and students participating in NVIDIA-supported research programs • Measurable expansion of AI-related personnel, labs, and resources across the region
Key Relationship Contacts:
City of Rancho Cordova: Laura Fickle, Economic Development Manager, Amanda Norton, Economic Development Director
Human Machine Collaboration Institute: Sadie St Lawrence, CEO. J.P. Morgan, Chief Innovation Officer NVIDIA:
Tiffani Alvidrez, Louis Stewart
AI & Robotics Ecosystem
September 23, 2025
CityOfRanchoCordova.org
ITEM 10.1.
ATTACHMENT 4
• What is the Rancho
Co
rdova AI & Robotics
Ecosystem?
• Why does it matter to
Ran
cho Cordova?
• Why now and why here?
Introduction
ITEM 10.1.
ATTACHMENT 4
1. Background
2. Deliverables
3. Outcomes
4. Recommendation
5. HMCI Presentation
6. Council Recommendation
Contents
ITEM 10.1.
ATTACHMENT 4
Background
ITEM 10.1.
ATTACHMENT 4
Outcomes
Community Benefits
• New Jobs & Career Pathways
• Access to Training
• Business Attraction and Expansion
• Future-Ready Infrastructure
• Br
anded as a Hub for AI & Robotics Research and
Deve
lopment, and Innovation
ITEM 10.1.
ATTACHMENT 4
Recommendation
Adopt Resolution to:
• Authorize City Manager to enter into a sole-sourc e
Professional Services Agreement with HMCI
• Appropriate $5 Million from the Community
Enhance
ment and Investment Fund Legacy Fund
Balance
• Authorize City Manager to sign joint MOU with
NVIDI
A and HMCI
ITEM 10.1.
ATTACHMENT 4
AI & Robotics Ecosystem
September 23, 2025
Prepared for:
Prepared by:
ITEM 10.1.
ATTACHMENT 4
Rancho Cordova has
the chance to be the
first city in the nation
to turn the AI wave into
a community-first
opportunity.
ITEM 10.1.
ATTACHMENT 4
Problem/Need
Small and mid-size cities lack an integrated way to turn AI-era demand, especially from power-intensive, job-light facilities, into broad local value; without coordinated power, places, people, and capital, they are structurally locked out of the AI economy.
Small and mid-size
cities are structurally
locked out of the AI
economy without
integrated
approaches.
Today’s facilities are
power-intensive, job-
light, and the benefits
leave the community.
Rancho Cordova risks
being left behind
unless it establishes a
coordinated strategy.
ITEM 10.1.
ATTACHMENT 4
Solution Overview
Ecosystem Partnerships Ecosystem Flywheel
Enterprise
GovernmentEducation
Citizens
ITEM 10.1.
ATTACHMENT 4
Phase 1 Ecosystem Collaborators
A coalition of major players supporting and investing in Rancho Cordova. • NVIDIA – Ecos ystem flagship partner and curriculum partner. • SMUD – Energy provider.
• So
lidigm – Loc al tech leader, advanced storage/memory
innovation.
• FCUSD/Folsom Lake College – Loca l education partner. • FarmGPU – Loca l partner for GPU compute for projects. • UC Davis Center for Analytics and Technology (CATs) – Research Partner.
ITEM 10.1.
ATTACHMENT 4
More Than Chips: NVIDIA’s Global AI Ecosystem Strategy
NVIDIA’s Global Moves (2025):
- United Kingdom Partnership → Billion s invested to build a national AI infrastructure that creates jobs and secures future economic growth.
- Intel Collaboration ($5B) → Buil ding the next generation of computers to power everyday business, education, and government services.
- Ecosystem Expansion → Investing in educ ation, research, and infrastructure to capture the multi-trillion-dollar AI economy.
Why This Matters for Rancho Cordova:
- Our AI & Robotics Ecosystem aligns with NVIDIA’s global strategy, put
ting Rancho Cordova on the map alongside world leaders. - Through the IR² Model
, energy savings are reinvested directly into
local schools, workforce training, and community innovation. - Anchored by NVIDIA + SMUD + Solidigm + UC Davis + Folsom Lake Colle
ge + FCUSD, we will:
Create jobs of the future for local residents
Build education pathways from K-12 to c areers
Strengthen our local economy by attracting new businesses Takeaway:
Rancho Cordova + NVIDIA +HMCI = A
national model for innovation, jobs,
and community growth.
ITEM 10.1.
ATTACHMENT 4
Pillar 1: Sustainability
Focus on governance, infrastructure, and efficient energy use.
Set up an Innovation Revenue Reinvestment (IR2) Model
pilot (a
proprietary model that turns power into funding)
What It Is
Benefits
• Attracts AI businesses with power.
• Creates a self-susta ining fund for community reinvestment. • Aligns with regional green tech goals.
ITEM 10.1.
ATTACHMENT 4
Sustainability Key Projects
Key Projects
Program Orchestration & Governance: Execute MSAs/MOUs, set up Project Management Office, and launch oversight committees with transparency portals.
Orchestration Management Platform (OMP) Development: Build and enhance a custom platform for tenant management, billing integrations, dashboards, and finance modules.
IR2
Activation & Infrastructure Upgrades: Assess real estate, publish technical specs, certify AI-ready sites, and optimize tenant opt-ins.
Impact Framework: Define Key Performance Indicators (KPIs), automate reporting, and publish annual reports for ongoing measurement.
ITEM 10.1.
ATTACHMENT 4
Pillar 2: Workforce
Building local talent pipelines (K-12 through adult upskilling).
What It Is
• New career pathways for students and adults.
• Access to training + apprenticeships.
• New high paying jobs and career advancement opportunities. • Rancho Cordova becomes a magnet for tech jobs and opportunities for r
esidents.
Benefits
ITEM 10.1.
ATTACHMENT 4
Workforce Key Projects
K-12 Pathways & Needs Assessment: Map STEM gaps, design AI/robotics curricula, pilot programs, and expand with partners.
Community Skills Bootcamps & Apprenticeships: Assess in-demand skills, deliver training (e.g., AI fundamentals, robotics), and secure employer partners for hiring and development
Outreach & Events: Build engagement plans, host hackathons/meetups/summits, and sustain 1,000+ annual interactions to convert leads into jobs.
Measurement & Iteration: Track outcomes (e.g., 400+ program completions), refresh curricula, and conduct quarterly KPI reviews for continuous improvement.
Key Projects (Part of the Nvidia MOU)
ITEM 10.1.
ATTACHMENT 4
Pillar 3: Innovation
Driving breakthroughs through partnerships & tools.
What It Is
Digital Twin Initiative: Scope, build minimum viable product, integrate with OMP for scenario planning, deploy production version, and provide training for optimization.
Business Attraction & Marketing: Support City to develop value props, customer relationship management (CRM) pipelines, conduct outreach/roadshows, and close deals to establish 2-3 businesses.
Collaborative Research & Development (R&D): Map themes, design 1-2 pilots, execute 2-3 sprints with partners (e.g., NVIDIA, UC Davis), and launch tech transfer/demo days.
Economic Impact Modeling: Design dashboards, automate updates, and provide expansion recommendations based on key performance indicators like jobs and taxes.
Key Projects
ITEM 10.1.
ATTACHMENT 4
Community Benefits
For Citizens:
• New career pathways
for
students and adults.
• Access to training +
appr
enticeships.
• New high paying jobs
For the City:
• Attraction of new
busin
esses.
• Revitalization of
off
ice/industrial space.
• Increased tax base.
For the Region:
• Rancho Cordova as the
mode
l for how mid-size
cities can lead in the AI
economy.
ITEM 10.1.
ATTACHMENT 4
Key Milestones
• Foundation/
Gove
rnance
– MSA
– Platform
Enabl
ement
• Real-estate
Asse
ssed &
Onboard
• Infrastructure
Enabl
ement/
Standardization
• 2-3 Business
Esta
blished in the
Zone with IR2
• Assess needs/
opportu
nities
– Education
– Community
• Build pathways
• Community
Engagem
ent &
Events
• Facilitate training
• Measure and
Iter
ate
• 400+ completed ED
progr
am
• 1000 participants
for c
ommunity
engagement
• Digital Twin Launch
& Op
timization
• Research Project
par
tners selected
and scoped
• 2-3 Research and
Devel
opment
Projects Launched
• Digital Twin Project
Kic
koff
ITEM 10.1.
ATTACHMENT 4
Ecosystem Key Deliverables
1. Custom Orchestration Management Platform (OMP)
2. Infrastructure Readiness and Standardization (IR2 Model Pilot
)
3. 1 Digital Twin for City Optimization
4. 400 Participants in Workforce Education and Skill
Dev
elopment Pathways Program
5. 1,000 individuals engaged in Community Outreach and
Enga
gement Network
6. Business Attraction and Economic Impact Toolkit (leading to 2-3 bu
sinesses attracted)
7. 2-3 Collaborative Research and Innovation Pilots
ITEM 10.1.
ATTACHMENT 4
Project Outcomes
Sustainability: 1 robust governance structure, 1 advanced OMP, 1 standardized infrastructure program, and 2-3 businesses established, optimizing resources and attracting tenants.
Workforce: Over 400 program completions, 1,000+ community engagements, and 1 skilled talent pipeline, empowering residents with AI/robotics skills and jobs.
Innovation: 1 digital twin deployed, 2-3 R&D projects launched, and economic impact tracked via dashboards, fostering cutting-edge growth and investment.
Key Projects
This project delivers a thriving AI and robotics
ecosystem for Rancho Cordova, enhancing
sustainability, workforce development, and
innovation over 24 months.
These outcomes position Rancho as a tech
leader, driving economic growth with 2-3 new
businesses, creating jobs, and boosting local
revenue through sustainable infrastructure
and skilled talent pipelines, aligning with city
goals for prosperity and inclusivity.
What It Achieves Why It Matters
ITEM 10.1.
ATTACHMENT 4
By approving this investment, the
Council makes Rancho Cordova the
model for how a mid
-
size cities can
lead globally in the Fourth Industrial
Revolution
ITEM 10.1.
ATTACHMENT 4
Recommendation
Adopt Resolution to:
• Authorize City Manager to enter into a sole-sourc e
Professional Services Agreement with HMCI
• Appropriate $5 Million from the Community
Enhance
ment and Investment Fund Legacy Fund
Balance
• Authorize City Manager to sign joint MOU with
NVIDI
A and HMCI
ITEM 10.1.
ATTACHMENT 4
THANK YOU
CityOfRanchoCordova.org
ITEM 10.1.
ATTACHMENT 4
MEMORANDUM
City Council Staff Report - Page 1 of 8
ITEM 11.1
DATE: September 23, 2025
TO: Honorable Mayor and Council Members
FROM: Micah Runner, City Manager
SUBJECT: ECONOMIC DEVELOPMENT AND PARTICIPATION
AGREEMENT: 2875 KILGORE ROAD AND PARCELS:
072-0490-024-0000, 072-0223-004-0000, 072-0223-001-0000, 072-0223-003-0000, 072-0223-002-0000, 058-0530-001-0000, 058-0530-002-0000, AND 072-0490-004-0000, AND CALIFORNIA
ENVIRONMENTAL QUALITY ACT (CEQA) EXEMPTIONS
RECOMMENDATION
Review, discuss and adopt the Resolution approving the Economic Development and Participation Agreement (EDPA) and approve the CEQA exemptions. The EDPA is exempted from the California Environmental Quality Act pursuant to CEQA Guideline section 15004 (b)(4) as the EDPA is for financing only. The EDPA is also consistent with the provisions of CEQA Guidelines section 15183.
RESULT OF RECOMMENDED ACTION
The EDPA would allow for development of a multi-use arena, two (2) or more hotel(s) with a minimum room count of 800 rooms, retail and dining district, movie theater, other retail operators, minimum of 640 residential units, potential cardroom, structured and surface parking lots and other public realm amenities including a public plaza.
That this Agreement is exempt from the California Environmental Quality Act under CEQA Guideline 15004 (b)(4) and the Project would also be exempt from the California Environmental Quality Act (“CEQA”) under CEQA Guidelines Section 15183.
DISCUSSION
The proposed site is located at 2875 Kilgore Road, and the affected parcels are:
072-0490-024-0000, 072-0223-004-0000, 072-0223-001-0000, and 072-0223-003-0000 058- 0530-001-0000, 058-0530-002-0000, 072-0490-004-0000, 072-0223-002-0000, 058-0530-001- 0000, 058-0530-002-0000, and 072-0490-004-0000. The site is within the established Convention Overlay District, which was established by the City to promote the development of a
City Council Staff Report - Page 2 of 8
high-intensity, mixed-use, and entertainment-oriented development that would promote sustainable urban design, and support tourism, hospitality, cultural uses, and entertainment options for the community.
The City has been approached by KozPure Development, LLC working with Alpha One Sports and Entertainment Group, LLC to utilize a city-owned property to be part of a sports-anchored entertainment destination district and City Center (Development). Many of the members of the ownership group are Rancho Cordova residents and/or businessowners who wanted to create a City Center for their community. Unlike traditional malls and shopping centers where clothes shopping and food are the focus, sports-anchored entertainment destination districts are mixed- use developments that are anchored by sports and athletic facilities where the focus has a wider range of vibrant offerings. KozPure Development, LLC, the “Developer” and land owner working with Alpha One Sports and Entertainment Group, LLC, the “Land Owner” collectively are looking to construct a 28-acre mixed-use Development anchored by a 7,500 seat arena and, two (2) or more hotels of upscale, full-service, or boutique quality with a minimum room count of 800 of which one will be at least 4-star quality. A minimum of 640 residential units with structured and surface parking (approximately 3,660 stalls onsite and within close walking distance), an outdoor plaza, and a retail and dining district (approximately 144,970 sf). The mix of uses will allow for greater site activation and wider operating hours by having multifamily residential, the arena, and retail all onsite(s).
A City Council ad-hoc committee was established to discuss the details of the project. The committee has been meeting for the past weeks to discuss development of the overall site including the 13-acre City-owned parcel within the overall site. Discussion also involved the construction and operation of a multi-use entertainment and sports facility, the complementary surrounding land uses, and digital billboards. A main component of discussion was the public benefit of this project to the residents of the City of Rancho Cordova and the overall region, and the negotiated deal points as presented in the Economic Development and Participation Agreement (EDPA).
The Project is proposed to be a high-density, transit-oriented city center that supports California’s sustainability goal and to reduce environmental impact, promote multi-modal access, and support long-term community resilience.
Project Market Feasibility
To determine the feasibility of the arena, a Market Feasibility & Venue Assessment was conducted by The Network Advisory. The assessment looked at a variety of factors associated with arenas of similar size in comparable cities. The study identified operational insights and best practices for similarly positioned venues to properly assess the resources needed to build a sustainable business model.
The top Designated Marketing Areas (DMA) were studied in the United States. In every DMA, with the exception of the Sacramento Metropolitan Statistical Area (MSA), there is at least one athletic or music-focused venue with a seating capacity of 6,000-10,000 seats. An analysis of the current venues of the Sacramento region, indoor event spaces range from the Golden 1 Center (17,608 seats), The Venue (4,500 seats), Sacramento Memorial Auditorium (3,867 seats), Hard Rock Live (3,500 seats), Channel 24 (2,150 seats), and Jackson Hall (1,800 seats). An arena of 7,500 seats would fill a gap in the market. The study indicated that every Top 25 DMA in the United States had at least one mid-sized arena with the exception of the greater Sacramento-Cordova region, with an average of two (2) like-venues per market. (See Attachment 1: Network Market Feasibility & Venue Assessment)
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The arena development seeks to provide access to live sports, live music, and provide the community with a diverse set of offerings. Most notably, the arena will be anchored by a new Major Arena Soccer League and will be the first women’s professional soccer team in the Sacramento region (MASL and MASLW). The Ernesto Delgado Hospitality Group has provided a letter of interest in opening a restaurant with their family of brands in the retail and dining district in addition to several other unannounced brands.
In addition, the Developer is looking to activate the outdoor plaza with community- focused events. Midnite Events will host indoor and plaza events. They will bring their “Give Thanks Festival” to the site (10,000+ attendees per day) and it is planned to host approximately 40 ticketed concerts annually.
The Network Advisory conducted an analysis of all hotels with over 80 rooms within a 20-mile radius of downtown Sacramento. Occupancy rates at 4-star equivalent rooms are consistent with industry averages, and there are no true 5-star hotels in the market. With a new arena and convention center growth, incremental demand will absorb the new supply.
A Retail Strategy and Market Viability Overview was completed by Turton Commercial Real Estate. Turton will utilize a data-driven approach to tenant curation, focusing on first -to-market concepts, experience-driven retail and hospitality, and a balanced mix of national, regional, and local brands. They will utilize strategic leasing and phased activation to build momentum, brand development and market positioning. Rancho Cordova has seen rising median household incomes, a growing population base, and increased family-orientated households. The Development, with its proximity to US Highway 50 and growing residential developments, will be distinguished by destination-oriented, experience-driven retail and dining spaces, rather than traditional strip retail. (See Attachment 2: Turton Retail Study)
The economy of Rancho Cordova and the region have relied on a healthy mix of professional services job centers and technology/manufacturing; adding sports and entertainment will help to add to the economic landscape.
Potential Economic Benefits
A sports-anchored entertainment district could produce various economic benefits to the City of Rancho Cordova according to The Socio-Economic Impact of Entertainment and Sports Complex, produced by Varshney & Associates. It is estimated that sports facilities can drive a 15-20% increase in local business revenues within a five-mile radius during peak seasons. (See Attachment 3: Varshney & Associates Executive Summary)
When looking at the study and resulting economic benefits from the Development, there will likely be multiplier effects resulting in direct, indirect, and induced benefits. These benefits will appear as:
• Direct: The initial influence of economic activity of the local economy. This is the direct spending from the Development, estimated to be $2.1 billion over 12 years and create 22,824 jobs, with annual averages of $179 million and 1,902 jobs.
• Indirect: The generation of additional economic activity that stems from the interconnected businesses, suppliers of goods and services, and the provision of the operational inputs. This is local business-to-business purchases directly related to the spending from the Development. This includes the purchases made by the
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Development, such as goods, detergents, blankets, and other products, as well as contracted services. This activity is expected to generate $899 million over 12 years and create 5,472 jobs, with annual averages of $75 million and 456 jobs.
• Induced: Measures consumption expenditures of direct and indirect sector employees.
The induced effect includes the sum of household purchases based on wages. This activity is expected to generate $1.5 billion and 8,484 jobs over 12 years, with annual averages of $123 million and 707 jobs annually.
• The total output for the project over 10 years is estimated to be more than $4.5 billion and may exceed $500 million annually. This includes total revenue for all sources of income. In addition to the above activities, it is estimated that the Development will provide federal, state and local tax benefits. Federal tax revenues are estimated to total $433 million over the 12-year period. State and local governments in the region will receive $227 million in tax revenues, from sales taxes, property taxes, and other local taxes. The benefits of this project will extend into the greater Sacramento-Cordova region.
Community Benefit
This Development will add a myriad of new offerings for the community including a City Center, urbanized development, a central gathering place for community events, professional and collegiate sports, live entertainment, and an energetic entertainment district with housing and tourism.
Additionally, the Development will add to the existing offerings that are already available to the community. There is a mixture of current indoor sports activities that includes but is not limited to martial arts, gymnastics, rock climbing, basketball, soccer, laser tag, shooting range, indoor swimming, children’s play places, pickleball, and various gyms and fitness studios. An arena will provide another location to engage and watch various sporting activities. The Rancho Cordova Performing Arts Center has a 450-seat capacity; a 7,500-seat arena will provide the ability to host additional live musical performances at a larger venue. An arena will add to the already vibrant cultural identity of the City of Rancho Cordova and the surrounding community.
As mentioned above, the project will also include residential housing, such as multi-family.
Adding additional housing types is important to meet the varying needs of community members.
At least 15% of the housing constructed on the City’s parcel will be integrated affordable or student housing.
The proposed sports-anchored mixed-use development will provide additional benefits to the City of Rancho Cordova. The Developer has cited the following community benefits:
Children, Families, and Community Benefits
• Free Major Arena Soccer League youth soccer camps for Rancho Cordova children every year
• Mentorship programs for at-risk youth led by MASL and MASLW athletes • Ability to host NCAA, CIF and CASL tournaments brings youth and collegiate sports directly into the City
• Local graduations in Rancho Cordova for high school and college students – ending the need to leave town for milestone ceremonies
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• Family-friendly gathering place where residents can celebrate birthdays, anniversaries, concerts, movies and festivals
Making Rancho Cordova a Nationally Renowned City
• Anchored by the arena and surrounded by hotels, nightlife, retail, residences, and cultural attractions and immersive experiences
• Launches MASL – top professional men’s arena soccer league with current live matches on CBS Golazo
• Launches MASLW – the region’s only professional women’s sports team • Hosts signature cultural festivals: Dova Fest, Give Thanks, and Rancho Cordova’s first- ever New Year’s Eve celebration
• Establishes Rancho Cordova as a nationally recognized city through global broadcasts on ESPN, CBS Golazo, and more
Powering the Future of the Economy
• Generates $4.5 billion in total economic output over the next decade • Creates 36,780 jobs (over 3,000 jobs annually) across construction, hospitality, retail, sports, and education
Rebranding the Region as the Sacramento-Cordova Region
• Transforming the reputation of Rancho Cordova from a commuter suburb into the cultural capital of the Sacramento Valley and a twin-economic power City for the greater Sacramento-Cordova region
• Anchored by a 7,500-seat technologically advanced arena at the center of a fully walkable district
• Establishes a city of the future where digital and physical worlds blur through holograms, glowing roads, immersive media, and illuminated streets
University Partnerships & Academic Expansion
• Expanded Higher Education Footprint: Establishes Rancho Cordova as a true college city, bringing students, faculty, research activity directly into the district • Graduations in Rancho Cordova: Local high school and university students will hold their graduations and commencements inside their own city, making Rancho Cordova the center of regional milestones
• Workforce Pipeline: Direct partnerships with higher education to create a talent pipeline into healthcare, business, technology, and sports management – preparing Rancho Cordova youth for high-skill, high-paying jobs of the future
The Destination City of the Region
• Rancho Cordova becomes the premier destination city of the greater Sacramento Cordova region
• One or more new luxury hotels (4-star level) delivering 800 rooms and anchor a multi- venue convention campus across arena, hotels, and movie theater • The city attracts major conventions, concerts, business gatherings, sports tournaments, and entertainment showcases year-round
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• Construction Activities: The construction of the Development, including the arena and supporting infrastructure are estimated to contribute $1.6 billion in economic output. The activities will support 10,203 jobs over a 12-year period, creating substantial opportunities for the local workforce and business-related industries • Hospitality and Services: The operations of hotels, retail establishments, and other service-based facilities within the Development will generate $2.5 billion in output and sustain 22,738 jobs over a 12-year period. There is anticipated increased tourism and visitor spending
• Arena Maintenance: Will generate nearly $275 million in output and support 2,953 jobs over a 12-year period
• Mixed-Use Developments: The residential and commercial buildings included in the Development will yield $185 million in output and support 887 jobs over a 12-year period
Economic Development Participation Agreement Terms
The proposed EDPA creates a structure that places the responsibility and execution risk on the Developer and Landowner to deliver a best-in-class arena and entertainment district. The City’s role is supportive and performance-based, with contributions tied directly to new revenue generation, not existing obligations. The framework is intentionally designed to safeguard the City’s general fund and add new dollars to fund City services while still enabling transformational private-public investment that elevates the community.
There are seven (7) projects components of the EDPA:
A. Arena – a 7,500 seat, multi-use arena with integrated luxury suites and/or hospitality lofts, facilities suitable for hosting professional sports, concerts, and community events; all to ensure that the Arena serves as a mid-size, regional, high-quality-caliber venue elevating Rancho Cordova’s entertainment offerings
B. Two (2) or more hotels of upscale, full-service, or boutique quality with a minimum room count of 800 of which one will be at least 4-star quality consistent with comparable hotels in the greater Sacramento-Cordova region, such as the Sacramento Kimpton Sawyer or Hyatt Centric
C. A retail and dining district anchored by farm-to-fork restaurants, cafes, entertainment venues, such as a movie theater, and cardroom, and local and national retail operators D. 640 minimum residential units of a type, number and configuration to be determined by the developer
E. Cardroom
F. Structured and/or surface parking, transit-oriented connects and infrastructure improvements
G. A Public Plaza and other Public Realm Amenities
The EDPA also includes:
• The City will cooperate with Developer in processing required CEQA documentation and land use entitlements for the Project and work with Developer to recommend to the City Council zoning amendments, signage approvals, or municipal code modifications reasonably necessary for the Project, including modifications to noise regulations, signage programs, and similar measures required to allow full realization of the Project • The City will cooperate on the Project branding including incorporating the Downtown Dova designation, or similar name, in official communications and materials • Consideration of four (4) large format billboards or destination monument signs
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• Initiation of a property-based improvement district (PBID) or Tourism Business Improvement District (TBID) specific to the project site
Addition EDPA components and their components are detailed in the attached EDPA.
Some of these components include specific commitments and/or consideration of:
• 35-year term of the agreement
• Shared Revenue and Proceeds with the master developer, including sales tax and transient occupancy taxes (TOT) (100% of the sales tax to City, 100% of TOT to Developer)
• Cardroom tax
• Financing district proceeds
• Special taxes or assessments under a Community Facilities District (CFD) • Property tax increment revenues or bond proceeds under an Enhanced Infrastructure Financing District (EIFD)
• Fee Reductions and Relief/Waiver of City staff service fees and City development impact fees for the overall project site
• Exploration of a potential Admissions Tax
It is expected that the development may implement the project in multiple phases. Subsequent phases may include residential, retail, and hotel components, which may be delivered incrementally or concurrently as market conditions allow. The Developer acknowledges that certain infrastructure improvements must be built with City’s approved timing and sequence to maintain certain required levels of service mandated by the City’s General Plan and other planning obligations. The master developer shall serve as the master developer for the project site and shall oversee the planning, subdivision, sale, leasing, entitlement, and overall coordination of development activities for the Project. Further details are provided in the EDPA.
FISCAL IMPACT
A subsequent Development Agreement will delineate and define the details of the performance- based tax sharing revenues or proceeds. Under the proposed EDPA, the City would not be required to advance funds, pledge its General Fund, commit to establish any tax not now in existence, commit to establish any Community Facilities District or Enhanced Infrastructure Financing District, or guarantee any minimum payment amount under this Agreement.
The EDPA proposes a combination of shared future revenue streams from the project and potential development impact fee and building permit fee waivers as the city’s financial contribution to the project. The EDPA also proposes the dedication of some portion of the 13- acre city owned parcel, the current value of which is estimated to be approximately $6.8 million.
That is the prospective contribution for the City. As mentioned above, the City would not be required to advance funds, pledge its General Fund, commit to establish any tax not now in existence, commit to establish any Community Facilities District or Enhanced Infrastructure Financing District, or guarantee any minimum payment amount under this Agreement. The risk level from the master developer is private financial investments into the overall site. If the project is realized at buildout based upon the economic impact analysis, there will be benefits to the City, the region, and the community derived from the project.
The EDPA proposes that the following revenue sources generated from the project site be shared with the developer as follows:
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• The Transient Occupancy Tax ("TOT") generated from the project site, based on the TOT in effect on the Effective Date (Rancho Cordova Municipal Code 3.08.030), would be shared with the developer. The City’s obligation to pay the Developer TOT would exclude any revenues from increases in the TOT after the Effective Date. TOT is anticipated to be the most significant revenue source from this project, estimated to be approximately $500,000-$600,000 per year for every 100 hotel rooms built. However, it is uncertain whether the addition of new hotel rooms in the city will have an impact on the city’s existing hotels and TOT revenues.
• Local sales and use tax allocated by the California Department of Tax and Fee Administration ("CDTFA") in excess of the revenues necessary to fund City expenses would also be shared with the developer. The City’s obligation to pay to Developer the agreed upon portion of local sales and use tax would exclude any revenues from City sales tax and use tax measures, including Measures H (November 2014) or R (November 2020) or any other City sales and use tax measure enacted after the Effective Date. Preliminary estimates of the amount of sales tax generated from the project based on proposed site uses provided by the developer range from approximately $150,000-$350,000 per year. These amounts are initial estimates and will continue to be refined as elements of the project are finalized.
• The City’s Cardroom Tax falls under Rancho Cordova Municipal Code 3.90, which imposes a 3% tax on revenues up to $5 million and a 4% tax on revenues over $5 million. The annual amount of cardroom tax revenues generated from this project will be dependent on the number of factors that cannot be estimated at this time. The EDPA also proposes that the city work with the developer to explore the potential enactment of an Admissions Tax. If an admissions tax were to be imposed at a future date, all revenues generated from the project site would be shared with the developer.
The EDPA also proposes that City development impact fee and building permit fee waivers and/or reductions be considered. At full built out of the project based on the proposed land uses, this fee waiver can range between $25 million to $40 million over the term (duration) of the agreement.
It is important to refer to the EDPA for the details of the overall agreement. A Development Agreement will be prepared subsequent to this EDPA to provide additional details to effectuate this EDPA. The financial impact and feasibility analysis will continue to be reviewed and analyzed at the various stages of project implementation.
ATTACHMENT(S)
1. Network Market Feasibility & Venue Assessment
2. Turton Retail Study
3. Varshney & Associates Executive Summary
4. Resolution
5. Economic Development and Participation Agreement
6. Presentation
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ITEM 11.1 ATTACHMENT 4 Resolution No. XX-2025 Page 1 of 3
CITY OF RANCHO CORDOVA
RESOLUTION NO. XX-2025
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA, STATE OF CALIFORNIA, TO ADOPT AND APPROVE THE CEQA EXEMPTIONS 15004 (B)(4) AND 15183 AND APPROVE THE ECONOMIC DEVELOPMENT PARTICIPATION
AGREEMENT (EDPA) AND AUTHORIZE THE CITY MANAGER OR HIS DESIGNEE TO
EXECUTE THE EDPA
WHEREAS, this Agreement is for financing only and does not have a physical impact on the environment, it does it commit the City to subsequent approvals that could have a physical impact on the environment, and under CEQA Guideline 15004 (b)(4) it would be premature for the City to prepare an environmental document for the Project. The Project would also be exempt from the California Environmental Quality Act (“CEQA”) under CEQA Guidelines Section 15183 “Projects Consistent with a Community Plan, General Plan or Zoning.” This section exempts projects that are consistent with the development density established by the existing zoning, community plan, or general plan policies for which an Environmental Impact Report was certified, exempt as might be necessary to examine whether there are project-specific significant effects which are peculiar to the project or its site. The Project Site is designated Office Mixed Use (OMU) in the Rancho Cordova General Plan and zoned Office Professional Mixed Use (OPMU) within the Convention Overlay zone of the Zoning Code. The Environmental Impact Report for the Rancho Cordova General Plan was certified in 2006 (SCH#2005022137). The proposed uses are permitted within the Convention Overlay zone, which establishes the allowed use provisions specific to overlay zone; and
WHEREAS, the City has been approached by KozPure Development, LLC working with Alpha One Sports and Entertainment Group, LLC to utilize a city owned property to be part of a sports anchored entertainment destination district and City Center (Development); and
WHEREAS, the Project site is located on Assessors Parcel Numbers: 072-0490-024- 0000, 072-0223-004-0000, 072-0223-001-0000, 072-0223-003-0000, 072-0223-002- 0000, 058-0530-001-0000, 058-0530-002-0000, and 072-0490-004-0000; and
WHEREAS, the City owns approximately 13 acres of real property located within the Convention Overlay District identified as Assessor's Parcel Number 072-0490-024-0000 also known as (AKA) as 2875 Kilgore Road and desires to contribute this property to support the Project; and
WHEREAS, the City has received clearance from the State of California Housing and Community Development Department on the city owned parcel at 072-0490-024-0000 aka 2875 Kilgore Road via written findings pursuant to the Surplus Land Act dated March 21, 2025; and
WHEREAS, the City Council established an ad-hoc to discuss the details of the project; and
WHEREAS, the City has established the Convention Overlay District ("COD"), a specialized zoning overlay intended to encourage high-intensity, mixed-use, and
ITEM 11.1 ATTACHMENT 4 Resolution No. XX-2025 Page 2 of 3
entertainment-oriented development that enhances regional identity, promotes sustainable urban design, and supports tourism, hospitality, and cultural uses; and
WHEREAS, the committee has been meeting for the past weeks to discuss development of the overall site including the 13-acre City-owned parcel within the overall site including the construction and operation of a multi-use entertainment and sports facility, the complementary surrounding land uses, and digital billboards; and
WHEREAS, components of discussion include the public benefit of this project to the residents of the City of Rancho Cordova and the overall region, and the negotiated deal points are presented in the Economic Development and Participation Agreement (EDPA); and
WHEREAS, in 2024, the City adopted its 2025-2028 Economic Development Strategic Plan ("EDSP"), which identifies the COD as a key growth and investment zone and articulates goals to catalyze private development, activate underutilized land, generate employment, and create a vibrant destination for residents and visitors alike; and
WHEREAS, KozPure Development, LLC owns or is under contract to acquire property within the COD; and
WHEREAS, Developer proposes to construct a phased, mixed-use development is the sum of all the Project Components defined "Project Site", which shall include which will feature: (i) an approximately 7,500-seat arena with luxury suites and lofts (the "Arena"); (ii) hospitality and residential components; (iii) restaurants, retail, and entertainment venues; and (iv) associated public infrastructure and placemaking elements, all consistent with the goals of the COD and the EDSP; and
WHEREAS, the City has determined that the Project will further the objectives of the COD and EDSP by stimulating private investment, creating jobs, enhancing the City's economic base, and generating long-term community benefits, based upon without limitation: testimony, the Developer’s presentation, and the agenda report and supporting documents provided at the September 23, 2025 City Council meeting regarding the Project and this Agreement; and WHEREAS, the City of Rancho Cordova has a card room tax ordinance (Rancho Cordova Municipal Code Chapter 3.90), pursuant to which cardrooms are taxed for the privilege of operating in the City and the Developer wants to establish a card room within the Project Site; and
WHEREAS, the Project is expected to generate ongoing public tax revenues, including, without limitation, Transient Occupancy Tax ("TOT"), Cardroom Tax, local sales tax, and potentially an admissions tax (collectively these taxes are "Shared City Taxes"), and the City is willing to propose to take the steps necessary to share all of the additional TOT generated from the Project Site and a significant portion of such other tax revenues with Developer and Owner pursuant to the terms of this Agreement; and
WHEREAS, Developer or Owner may request the establishment of one or more Enhanced Infrastructure Financing Districts ("EIFDs") and/or Community Facilities Districts ("CFDs"), and City may consider abating, allocating, or applying a share of its property tax increment revenues and special taxes generated from such districts (the "Financing District Proceeds") toward infrastructure improvements and financial participation in the Project; and
ITEM 11.1 ATTACHMENT 4 Resolution No. XX-2025 Page 3 of 3
WHEREAS, the City has determined that providing financial assistance to the Project through a combination of Shared City Taxes and Financing District Proceeds, as described in this Agreement, will advance the public interest, enhance long-term fiscal health, and contribute to the continued development of Downtown Rancho Cordova as a regional destination. The City makes these findings because the Project will create a new entertainment hub for the region that includes a multipurpose arena, numerous high-end retail and dining establishments, and a hotel district that will promote tourism and help bolster the City’s status as an entertainment center of the Greater Sacramento region. The stadium and entertainment complex are a generational opportunity for City leaders to partner with the Developer to transform the entertainment, cultural, and lodging options the City provides to its residents, businesses and visitors, and justify a significant investment in the Project by the City; and WHEREAS, the Project is consistent with the City’s Convention Overlay District because the intent of the Convention Overlay District is to “be a special place in the city that is entertaining, vibrant, and inviting to tourists, visitors, and residents.”
NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA adopts the CEQA Exemptions 15004 (b)(4) and 15183 and approves the Economic Development Participation Agreement (EDPA) and the City Council authorizes the City Manager or his designee to execute the EDPA in a form approved by the City Attorney.
PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 23rd day of September 2025 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
____________________________
Siri Pulipati, Mayor
ATTEST:
Stacy Leitner, CMC
City Clerk
ITEM 11.1. ATTACHMENT 5
ECONOMIC DEVELOPMENT AND PARTICIPATION AGREEMENT
(Downtown Dova)
This ECONOMIC DEVELOPMENT AND PARTICIPATION AGREEMENT
(“Agreement”) dated ____________, 2025, is entered into by and between the CITY OF RANCHO CORDOVA, a California municipal corporation ("City"), ALPHA ONE SPORTS AND ENTERTAINMENT GROUP, LLC, a California limited liability company ("Alpha One" or "Owner") and KOZPURE DEVELOPMENT, LLC, a California Limited Liability Company ("Developer"). City, Owner and Developer may each be referred to as a "Party" or collectively as the "Parties."
RECITALS
A. WHEREAS, the City of Rancho Cordova ("City") has established the Convention Overlay District ("COD"), a specialized zoning overlay intended to encourage high-intensity, mixed-use, and entertainment-oriented development that enhances regional identity, promotes sustainable urban design, and supports tourism, hospitality, and cultural uses; B. WHEREAS, in 2024, the City adopted its 2025-2028 Economic Development Strategic Plan ("EDSP"), which identifies the COD as a key growth and investment zone and articulates goals to catalyze private development, activate underutilized land, generate employment, and create a vibrant destination for residents and visitors alike; C. WHEREAS, the City owns approximately 13 acres of real property located within the COD, identified as Assessor's Parcel Number 072-0490-024-0000 as more particularly described in Exhibit C ("Site C"), and desires to contribute these properties to support the Project (individually referred to as "Contribution Site");
D. WHEREAS, Alpha One Sports and Entertainment Group, LLC ("Alpha One" or "Owner") owns or is under contract to acquire multiple properties within the COD, including those described in Exhibits A and B ("Site A" and "Site B,", respectively); E. WHEREAS, KozPure Development, LLC ("Developer") owns or is under contract to acquire property within the COD as described in Exhibit D ("Site D"); F. F. WHEREAS, Alpha One and Developer represent and warrant that they are in contract with and have the authority to bind the current owner of Sites A, B, and D to the terms of this Agreement, and that such representation is a material element of consideration to this Agreement;
G. WHEREAS, Owner and Developer anticipate acquiring: (a) three (3) additional parcels in two (2) locations, APN’s 058-0530-001-0000, 058-0530-002-0000, and 072-0490-004- 0000; and (b) additional parcels which have not yet been identified, which shall not to exceed a total of fifty (50) acres, and be located in the City within one-quarter (1/4) mile of the any point in the Project site during the term of this Agreement ("Future Sites"), and the Owner and
ITEM 11.1. ATTACHMENT 5
Developer intend to work together to propose an amendment to this Agreement and the Project Site to include the Future Sites after they are acquired; H. WHEREAS, Developer proposes to construct a phased, mixed-use development (the "Project" is the sum of all the Project Components as further defined in Section 2.29) across the collectively defined "Project Site", which shall include Sites A through E, and which will feature: (i) an approximately 7,500-seat arena with luxury suites and lofts (the "Arena"); (ii) hospitality and residential components; (iii) restaurants, retail, and entertainment venues; and (iv) associated public infrastructure and placemaking elements, all consistent with the goals of the COD and the EDSP;
I. WHEREAS, the City has determined that the Project will further the objectives of the COD and EDSP by stimulating private investment, creating jobs, enhancing the City's economic base, and generating long-term community benefits, based upon without limitation:
testimony, the Developer’s presentation, and the agenda report and supporting documents provided at the September 23, 2025 City Council meeting regarding the Project and this Agreement; J. WHEREAS, the City of Rancho Cordova has a card room tax ordinance (Rancho Cordova Municipal Code Chapter 3.90), pursuant to which cardrooms are taxed for the privilege of operating in the City (“Cardroom Tax”) and the Developer wants to establish a card room within the Project Site;
K. WHEREAS, the Project is expected to generate ongoing public tax revenues, including, without limitation, Transient Occupancy Tax ("TOT"), Cardroom Tax, local sales tax, and potentially an admissions tax (collectively these taxes are "Shared City Taxes"), and the City is willing to propose to take the steps necessary to share all of the additional TOT generated from the Project Site and a significant portion of such other tax revenues with Developer and Owner pursuant to the terms of this Agreement;
L. WHEREAS, Developer or Owner may request the establishment of one or more Enhanced Infrastructure Financing Districts ("EIFDs") and/or Community Facilities Districts ("CFDs") and City may consider abating, allocating, or applying a share of its property tax increment revenues and special taxes generated from such districts (the "Financing District Proceeds") toward infrastructure improvements and financial participation in the Project; M. WHEREAS, the City has determined that providing financial assistance to the Project through a combination of Shared City Taxes and Financing District Proceeds, as described in this Agreement, will advance the public interest, enhance long-term fiscal health, and contribute to the continued development of Downtown Rancho Cordova as a regional destination. The City makes these findings because the Project will create a new entertainment hub for the region that includes a multipurpose arena, numerous high-end retail and dining establishments, and a hotel district that will promote tourism and help bolster the City’s status as an entertainment center of the Greater Sacramento region. The stadium and entertainment complex are a generational opportunity for City leaders to partner with the Developer to transform the entertainment, cultural, and lodging options the City provides to its residents, businesses and visitors, and justify a significant investment in the Project by the City;
ITEM 11.1. ATTACHMENT 5
N. WHEREAS, the Project is consistent with the City’s Convention Overlay District because the intent of the Convention Overlay District is to “be a special place in the city that is entertaining, vibrant, and inviting to tourists, visitors, and residents”; and O. WHEREAS, this Agreement is for financing only and does not have a physical impact on the environment, it does it commit the City to subsequent approvals that could have a physical impact on the environment, and under CEQA Guideline 15004 it would be premature for the City to prepare an environmental document for the Project. The Project would also be exempt from the California Environmental Quality Act (“CEQA”) under CEQA Guidelines Section 15183 “Projects Consistent with a Community Plan, General Plan or Zoning.” This section exempts projects that are consistent with the development density established by the existing zoning, community plan, or general plan policies for which an Environmental Impact Report was certified, exempt as might be necessary to examine whether there are project-specific significant effects which are peculiar to the project or its site. The Project Site is designated Office Mixed Use (OMU) in the Rancho Cordova General Plan and zoned Office Professional Mixed Use (OPMU) within the Convention Overlay zone of the Zoning Code. The Environmental Impact Report for the Rancho Cordova General Plan was certified in 2006 (SCH#2005022137). The proposed uses are permitted within the Convention Overlay zone, which establishes the allowed use provisions specific to overlay zone. The Project is therefore exempt from further CEQA review.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
ARTICLE I
EFFECTIVE DATE/TERM
1.1. Effective Date. Notwithstanding anything to the contrary herein, this Agreement shall become effective upon the date on which all parties have executed this Agreement (“Effective Date”).
1.2. Contribution Date. The Contribution Date is the date on which the City conveys the Contribution Sites pursuant to the terms of a later agreed upon Contribution Agreement (as hereinafter defined). The Parties acknowledge and agree that actual recordation of the transfer of the Contribution Site shall not be a condition to the effectiveness of this Agreement, provided that the City has completed all material approvals, conditions precedent, and actions necessary to consummate such conveyance in accordance with the Contribution Agreement.
1.3. Completion of Arena. Developer shall use commercially reasonable efforts, with City Cooperation under Sections 4.11 and 10.11, to complete the Arena and Open for Business the Arena on or before November 30, 2027.
1.4. Term. The "Term" of this Agreement shall commence on the Effective Date and shall expire on the earlier of:
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A. July 1, 2031, if the Arena has not been “Materially Commenced” by July 1, 2031; or
B. thirty-five (35) years following the Effective Date, if the Arena has been Materially Commenced by July 1, 2031.
ARTICLE II
DEFINITIONS
2.1. “Admission Tax” is a tax charged in consideration for entry into a venue that hosts or for an event that provides an entertainment, sporting or athletic competition.
2.2. “Affiliate” is defined in Section 3.3.D.
2.3. “Agreement” means this Economic Development and Participation Agreement.
2.4. “Arena” is defined in Section 4.1.
2.5. “Cardroom” is defined in Section 3.1 E.
2.6. “Cardroom Tax” is defined in Recital J.
2.7. “CDTFA” means the California Department of Tax and Fee Administration.
2.8. “CEQA” means the California Environmental Quality Act.
2.9. “CFDs” means one or more Community Facilities Districts formed under the Mello-Roos Community Facilities Act.
2.10. “City” means the City of Rancho Cordova, a California Municipal Corporation.
2.11. “City Expenses” the annual cost to the City of providing public services to the Project Site for on-going City services including, without limitation, police, street maintenance, code enforcement, storm drainage, costs of administering Project revenue sharing and financing districts, etc .It does not include the costs related to events on the Project Site such as supplemental police, traffic enforcement, waste disposal expenses.
2.12. “City Payments” is defined in Section 4.1.
2.13. “COD” means Convention Overlay District, which is codified in Rancho Cordova Municipal Code Chapter 23.325 as may be amended from time to time.
2.14. “Component Developer” means any third-party developer or operator to which Developer or Owners sells, ground leases, transfers, or otherwise conveys portions of the Project Site for the purpose of developing, constructing, owning, and/or operating individual Project Components.
2.15. “Contribution Agreement” means a separate agreement that shall provide the terms of the City’s obligation to convey Sites C and E to Developer and/or Owner.
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2.16. “Contribution Site” means the 13 acres of City owned real property located within the COD, identified as Assessor's Parcel Number 072-0490-024-0000 and more particularly described in Exhibit C.
2.17. “Default” is defined in Section 9.1.
2.18. “Developer” means KozPure Development, LLC and any Affiliate thereof.
2.19. “Effective Date” means the date on which all Parties have executed this Agreement.
2.20. “EIFDs” means Enhanced Infrastructure Financing District formed pursuant to Government Code § 53398.50 et seq.
2.21. “Eligible Proceeds” is collectively, the portions of the Shared City Taxes described in Section 4.2.A and the Financing District Proceeds described in Section 4.2.B, in each case attributable to activities occurring within the Project and actually received or credited to the City.
2.22. “Financing District Proceeds” is defined in Recital L.
2.23. “Force Majeure” means an excusable delay or default due to one more of the events set forth in Section 10.2.
2.24. “Future Sites” is defined in Recital G.
2.25. “Hotels” is defined in Section 3.1.B.
2.26. “Laws” means all applicable federal, state, and local laws, ordinances, statutes, codes, rules, regulations, and orders now or hereafter in effect.
2.27. “Materially Commenced” means the Arena has been issued and has valid building permits for construction of all its components and structures, and Developer has completed at not less than 25% of the total construction costs, commenced vertical construction, and construction of the Arena is continuing.
2.28. “Owner” means Alpha One Sports and Entertainment Group, LLC., a California limited liability company.
2.29. “Parking and Access Improvements” means structured and/or surface parking, transit-oriented connections, and infrastructure improvements to support access and mobility.
2.30. “Party” or “Parties” means the City and/or Developer.
2.31. "PBID" means Property-Based Improvement District.
2.32. “Prevailing Wage Laws” means California Health and Safety Code Section 33422.1 and California Labor Code Section 1770 et seq. and all regulations adopted pursuant thereto.
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2.33. “Project” is defined in Recital H.
2.34. “Project Components” is defined in Section 3.1.
2.35. “Project Site” means Sites A through D.
2.36. “Public Realm Amenities” is defined in Section 3.1.F.
2.37. “Residential Units” are defined in Section 3.1.D.
2.38. “Related Uses” means those use allowed in the COD, except: Religious Institutions; Transit Stations and Terminals; Utility Facilities and Infrastructure; Drive-In and Drive-Through Sales and Service; Home Improvement Supplies; Medical Services, Extended Care; Veterinary Facility; Auto and Vehicle Sales and Rental; Car Washing and Detailing; Service Stations; Vehicle Services, Minor; Manufacturing – Small Scale; Printing and Publishing; Warehousing; Thrift Store.
2.39. “Retail and Dining Village” is defined in Section 3.1.C.
2.40. “Site A” is defined in Exhibit A.
2.41. “Site B” is defined in Exhibit B.
2.42. “Site C” is defined in Exhibit C.
2.43. “Site D” is defined in Exhibit D.
2.44. “Shared City Taxes” is defined in Section 4.1 A.
2.45. "TBID" means Tourism Business Improvement District (Streets & Highways Code §36600 et seq)..
2.46. “Term” is defined in Section 1.4 of this Agreement.
2.47. “TOT” Transient Occupancy Tax.
ARTICLE III
PROJECT DESCRIPTION AND SCOPE
3.1. Project Description. Developer intends to develop a high-profile, mixed-use project on the Project Site, which shall consist of the following seven (7) “Project Components” (as described and defined in Sections 3.1 A through G):
A. “Arena” to a standard consistent with or superior to other modern multi- purpose arenas of comparable size in the United States, including a minimum permanent seating capacity of 7,500, integrated luxury suites and/or hospitality lofts, facilities suitable for hosting professional sports, concerts, and community events; all to ensure that the Arena serves as a mid- size, regional high-quality-caliber venue elevating Rancho Cordova’s entertainment offerings,
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while allowing Developer discretion in design, materials, finishes, and amenities consistent with financing, tenant requirements, and market conditions;
B. Two or more full-service hotels of upscale or boutique quality, consistent with comparable hotels in the Sacramento region, such as the Sacramento Kimpton Sawyer and Hyatt Centric Sacramento, of which at least one will be at least 4-star quality with a minimum room count of 800 (“Hotels”); provided that the brand and room count of the Hotels shall be determined by Developer in its discretion, subject to market and financing conditions.
C. A retail and dining district (“Retail and Dining District”), anchored by farm-to-fork restaurants, cafes, entertainment venues (including a movie theater, and card room), and local and national retail operators;
D. A minimum of 640 residential units of a type, number and configuration to be determined by the Developer (Residential Units”);
E. A cardroom as part of the Project, subject to compliance with all applicable laws and City permitting (“Cardroom”);
F. Structured and/or surface parking, transit-oriented connections, and infrastructure improvements to support access and mobility (“Parking and Access Improvements”); and
G. “Public Realm Amenities” including streetscape improvements, plazas, pedestrian pathways, and open spaces that encourage community engagement and year-round activation.
3.2. Phased Implementation. The Developer may implement the Project in multiple phases, as determined in Developer's sole discretion, taking into consideration market conditions, financing availability, development sequencing, and other relevant factors. The City acknowledges and agrees that:
A. Developer shall have the right to determine the order, composition, and timing of each phase, provided that such phasing is consistent with applicable entitlements and this Agreement;
B. The Arena may be constructed as an initial phase or concurrently with other Project Components;
C. Subsequent phases may include residential, retail, and hotel, components, which may be delivered incrementally or concurrently as market conditions allow; provided, however that Developer acknowledges that certain infrastructure improvements must be built with City’s approved timing and sequence in order to maintain certain required levels of service mandated by the City’s General Plan and other planning obligations; D. Except as provided in Section 3.2.C Developer shall not be obligated to construct any particular Project Component or improvement except as otherwise provided in this Agreement or as required by applicable law or permit conditions; and
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E. Developer shall provide the City with written notice of the commencement of each phase and may, but shall not be obligated to, provide a conceptual phasing plan outlining the anticipated sequencing of Project components. Developer must comply with all City processes for obtaining necessary permits and entitlements for each phase of the Project. The City shall cooperate in good faith with respect to any required processing or administrative modifications necessary to facilitate phased development of the Project.
3.3. Master Developer Role and Component Developers.
A. Master Developer Role. Developer shall serve as the master developer for the Project Site and shall oversee the planning, subdivision, sale, leasing, entitlement, and overall coordination of development activities for the Project in accordance with this Agreement.
B. Component Developers; Transfers. Developer and Owner shall have the right, in their sole discretion, to sell, ground lease, transfer, or otherwise convey portions of the Project Site to third- party developers or operators (each, a "Component Developer") for the purpose of developing, constructing, owning, and/or operating individual Project Components.
C. Notice to City of Assignment. Except as otherwise expressly provided in this Article, neither Developer nor Owner may assign this Agreement or their obligations hereunder without the prior written consent of the City. Any attempted assignment in violation of this Article shall be void and of no force or effect. In all cases where notice is required under this Article, the assigning Party shall provide the City with not less than sixty (60) days’ prior written notice of the proposed assignment, together with reasonably detailed information regarding the proposed assignee’s qualifications and financial capacity.
D. Affiliate Transfers. Developer and Owner may assign this Agreement, in whole or in part, to an Affiliate with 60 days’ prior notice to the City. Incentive rights may be assigned freely to an Affiliate, provided that special taxes or bond proceeds shall be used solely for their legally authorized purposes. “Affiliate” means any entity directly or indirectly controlling, controlled by, or under common control with Developer or Owner, including any entity wholly owned or controlled by Joshua Wood and/or Charanjeet Kaur Tiwana.
E. Prior to Arena Completion. Until substantial completion and issuance of a temporary or final certificate of occupancy of the Arena all its components and structures (“Substantial Completion”):
1. Neither Developer nor Owner shall assign, transfer, or otherwise convey their rights and obligations under this Agreement (other than to an Affiliate) under Section
3.3.D) without the prior written consent of the City.
2. The City may grant or withhold such consent in its reasonable discretion.
F. After Arena Completion. Following substantial completion of the Arena:
1. Developer. Developer may not assign its rights and obligations under this Agreement (other than to an Affiliate under Section 3.3.D) except with the prior written
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consent of the City. The City’s consent shall not be unreasonably withheld, conditioned, or delayed, provided that any proposed assignee demonstrates to the City’s reasonable satisfaction both (i) at least five (5) years of operational experience in the ownership, development, or management of multi-purpose arenas or mixed-use projects of comparable size and scope, and (ii) sufficient financial capacity to perform Developer’s obligations and to operate and maintain the Arena in a first-class manner.
2. Owner. Owner may assign its rights and obligations in this Agreement (other than to an Affiliate under Section 3.3.D) with the prior written consent of the City, which consent shall not be unreasonably withheld, conditioned, or delayed.
G. Incentive Rights. Developer may assign its rights to receive City Payments or other incentives under this Agreement to (i) an Affiliate of Developer, or (ii) a Component Developer, operator, or tenant responsible for developing or operating a specific component of the Project (e.g., hotel, restaurant, or entertainment venue), provided that (A) such assignment is documented in a written participation agreement between Developer and such Component Developer, operator, or tenant which shall be provided to the City no later than Ninety (90) days prior to any City Payment , (B) Developer remains fully responsible to the City for compliance with this Agreement, and (C) the use by an Affilitate of any City Payments or other incentives under this Agreement that are from special taxes or bond proceeds shall be limited to the purpose for which those special taxes or bond proceeds were collected.
H. Continuing Liability. In all cases, Developer and Owner shall remain jointly and severally liable to the City for full performance of this Agreement, notwithstanding any permitted assignment.
I. Developer Coordination Duties. Developer shall be responsible for coordinating the activities of all Component Developers to ensure compliance with this Agreement, including without limitation any provisions relating to revenue reporting, recordkeeping, operational standards, and audit rights to the extent such provisions relate to the generation of revenues from the Project Site. The City shall not have any obligation to coordinate directly with Component Developers.
3.4. Arena Operations and Community Engagement.
A. Arena Use and Programming. Developer anticipates that the Arena will serve as a multipurpose facility for regional entertainment, sports, concerts, community events, and related uses. The Arena may host a variety of programming designed to attract local and regional audiences and to contribute to the Project's placemaking and economic objectives.
B. Professional Sports Affiliations. Developer shall use commercially reasonable efforts to cause its affiliated arena soccer teams, including any team competing in the Major Arena Soccer League (MASL) or the Major Arena Soccer League Women (MASLW) to serve as anchor tenants of the Arena. Developer shall further endeavor to cause such teams to:
1. Designate the Arena as their exclusive home venue for a minimum period of ten (10) years after completion, subject to league approvals;
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2. Identify Rancho Cordova, California, as the team’s home city in promotional and professional events; and
3. Establish and maintain community outreach and mentorship programs with local high school students in areas such as leadership, athletic mentorship, and educational initiatives.
C. Combat Sports. Developer shall endeavor to cause one or more combat sports leagues or partners (including, without limitation, mixed martial arts, boxing, or comparable disciplines) to:
1. Relocate a portion of its professional fighters and training operations to the Project Site;
2. Identify Rancho Cordova, California, as the team's home city in promotional and professional events;
3. Establish and maintain a community outreach and mentorship program through which Combat Sports athletes engage with local high school students via leadership, athletic mentorship, or educational initiatives.
4. Developer and Owner shall cooperate with the selected combat sports league or partner to document such efforts upon the City's request.
5. Professional combat sports events may be hosted at the Arena on a limited basis, subject to (i) applicable City permits and approvals, and (ii) compliance with all safety, security, and regulatory requirements, and (iii) City Council's discretion regarding event frequency and scheduling.
ARTICLE IV
CITY OBLIGATIONS
4.1. Tax Sharing and New Revenue Sources. The City commits to initiate and the City Manager will support proceedings to share revenues in the amounts and as provided in this Section, subject to compliance with applicable laws, approvals and notice requirements, including without limitation Government Code section 53083, in which the City will propose and the City Manager will recommend that the City make annual payments ("City Payments") to Developer and/or Owner in amounts equal to the agreed upon portion, as further described in Section 4.2.A and
4.2.B, of “Eligible Proceeds” actually received by or credited to the City and attributable to activities occurring on the Project Site which may be further described in a subsequent Development Agreement, as further described Section 8.1 . City Payments are intended to be reimbursements or abatements for public benefits provided by the Project. Any City Payments or tax relief for the Project would be limited to those uses that qualify as Project Components and the Related Uses. The City would not be required to advance funds, pledge its General Fund, commit to establish any tax not now in existence, commit to establish any Community Facilities District or Enhanced Infrastructure Financing District, or guarantee any minimum payment amount under this Agreement. If a particular parcel of land or building within the Project Site is not used as or fails to be used or ceases to be used for a period of twelve (12) months primarily as a Project
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Component or Related Use, it shall no longer be subject to this Agreement and shall not qualify for any City Payment or tax relief associated with its use or operation, unless and until it is used as a Project Component.
A. Proceed Categories. City Payments may be made solely from the following two (2) categories of City revenues on the Project Site:
1. Shared City Taxes: All City Payments from Shared City Taxes shall comply with applicable Law, including AB 2854 and any transparency and reporting requirements governing local tax sharing agreements. The City's share of taxes received directly from the Project Site from:
(A) All of the TOT. The City’s obligation to pay to Developer the TOT would exclude any revenues from increases in the TOT after the Effective Date; (B) Local sales and use tax allocated by CDTFA in excess of the revenues necessary to fund City Expenses. The City’s obligation to pay to Developer the agreed upon portion of local sales and use tax would exclude any revenues from City sales tax and use tax measures, including Measures H (November 2014) or R (November 2020) or any other City sales and use tax measure enacted after the Effective Date; (C) All of the Cardroom Tax under Rancho Cordova Municipal Code Chapter 3.90.
(D) All Admission Taxes, if any is approved, and is not otherwise pledged to a CFD.
2. Financing District Proceeds: Revenues received by the City through formation of one or more special districts, including:
(A) Special taxes or assessments levied under a Community Facilities District ("CFD") formed under the Mello-Roos Community Facilities Act; (B) Property tax increment revenues or bond proceeds under an Enhanced Infrastructure Financing District ("EIFD") formed pursuant to Government Code § 53398.50 et seq.
B. Formation of Financing Districts. At the request of Developer or Owner, the City agrees to reasonably cooperate in the formation of one or more CFDs and/or EIFDs to fund infrastructure, public improvements, and/or community facilities in support of the Project. Nothing in this Agreement shall require the City to:
1. Issue bonds;
2. Guarantee repayment of any bond obligations;
3. Assume any financial liability for repayment of assessments, special taxes, or other Financing District obligations.
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The City's cooperation shall include scheduling hearings, providing notices, and reviewing formation materials consistent with applicable law. Nothing in this section shall be construed as pre-committing the City to any legislative act or predetermining any required finding.
4.2. Admissions Tax Bonding and Financing. City shall initiate a legally available process to enable Admissions Tax revenues attributable to the Project Site to be structured or pledged in a manner that supports bond financing or other credit facilities, including exploration of whether such revenues may be incorporated into a CFD, EIFD, or comparable financing mechanism. Any such structure shall be subject only to the City Council’s discretion, a vote of the electorate, or property owner approval or protest, as may be legally required to adopt tax ordinances or district financing.
4.3. Fee Reductions and Relief
A. Development Impact Fees: The City commits to initiate and the City Manager will support proceedings to pay all of the City imposed Project development impact fees adopted under Government Code § 66000 et seq., because of the significant public benefits of the Project as described above. If in the City’s sole discretion it determines that relief of development impact fees would enhance the public benefit provided by the Project and such relief does not impair the City’s ability to provide certain levels of service required by the City’s General Plan and other applicable land use documents, the City will consider memorializing such relief in a subsequently agreed upon Development Agreement pursuant to Section 8.1 and other City approvals.
B. Permit Processing and Building Fees: The City requires payment of fees to compensate the City for staff time spent preparing project approvals, reviewing plans, and processing construction and land use related permits and entitlements. The City will consider initiating proceedings for the City to pay a substantial portion or possibly even all of the Project permitting processing and building fees because of the significant public benefits of the Project as described above. If in the City’s sole discretion it determines that relief of a substantial portion or all permit processing and building fees would enhance the public benefit provided by the Project, the City will consider memorializing such relief in a subsequently agreed upon Development Agreement pursuant to Section 8.1 and other approvals.
C. Other Agencies: The City agrees to cooperate with Developer to obtain similar fee relief from all other local agencies with jurisdiction over the Project.
4.4. Zoning and Land Use Support.
The City will cooperate with Developer in the processing required CEQA documentation and land use entitlements for the Project, and reasonably work with Developer to recommend to the City Council, zoning amendments, signage approvals, or municipal code modifications reasonably necessary for the Project, including modifications to noise regulations, signage programs, and similar measures required to allow full realization of the Project.
4.5. Downtown Branding and Marketing Cooperation. City cooperation on Project branding shall include:
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A. Incorporating the Downtown Dova designation into City marketing materials, signage, wayfinding, and official communications; B. Coordinating exclusively with Developer on brand rollout, messaging, and public-facing use, and shall not promote or designate any competing branding within the Project Site;
C. City Attorney will prepare and the City Manager will recommend approval of a draft ordinance to allow up to four (4) large-format billboards or comparable signage structures on the Project Site or adjacent rights-of-way. Subject to CEQA, the City Manager shall present the ordinance to the Planning Commission within 75 days of the Effective Date unless the Parties mutually agree in writing to extend the deadline.
4.6. Business Improvement District Support. The City Manager will recommend that the City initiate the formation of a Property-Based Improvement District (“PBID”) or Tourism Business Improvement District ("TBID") encompassing only the Project Site.
4.7. Contribution Sites and Environmental Relocation. The Developer will decide at a later date what portion of the City Sites it wants transferred to or usable by it. and what form of ownership or use it wants, recognizing that some or all of the City Sites may not be needed or may not be suitable to the Developer for Project purposes. The form of transfer or use and the actions the Developer may elect include fee conveyance, long-term ground lease, use agreement, lot line adjustment, subdivision, or other legally permissible structure. The City agrees that it will initiate the process to make the transfer or allow for the use as requested by the Developer and Owner. A Contribution Agreement and certain findings and approvals will be required by the City to satisfy statutory or procedural requirements (including CEQA, the Surplus Land Act, Government Code § 52201, and other applicable laws, and to negotiate and document the allocation of any potential liabilities that might be associated with the removal of debris or any form of environmental contamination) to the implement the transfer or use of the City Sites.
4.8. Duty to Cooperate. City shall cooperate with and assist Developer, to the extent legally feasible to achieve the full purpose and intent of this Agreement. Such cooperation shall extend to the Developer’s efforts to obtain: (1) all necessary and appropriate governmental approvals, consents, permits, (collectively “entitlements”), land, property, and tax relief; and (2) establish requested financing mechanisms. Such cooperation shall extend to the City assisting Developer in obtaining the similar relief from taxes and fees imposed by other local agencies that have jurisdiction over the Project.
4.9. No Pre-Commitment by the City. By its execution of this Agreement, the City is not committing itself to or agreeing to undertake any activity requiring the subsequent exercise of discretion by the City, or any department thereof; the proposal, amendment, or approval of any land use regulation governing the Project Site; the provision of any financial assistance for the development of any public or private interest in real property; the acquisition, conveyance, or sale of real property; or any other such activity. The City retains the discretion to: (a) modify or condition the Project as may be necessary to comply with the California Environmental Quality Act, or (b) determine not to proceed with the Project.
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ARTICLE V
DEVELOPER OBLIGATIONS PRIOR TO RECEIVING PAYMENTS AND
REIMBURSEMENTS
5.1. Condition Precedent to City Payments. The terms of the City's obligation to make any City Payment under this Agreement , including the terms of any revenue share, payment procedures, allocation and disbursement between Parties, and tax implications thereof are subject to further negotiation which may be described in more detail in a subsequent Development Agreement pursuant to Section 8.1. Key terms of the City’s obligation to make any payment may include satisfaction of the following conditions:
A. Developer and Owner are in material compliance with all terms of this Agreement and are not in Default;
B. The Developer providing to City documentation acceptable to the City that shows the applicable Project Components will generate acceptable Revenues (e.g., hotel, restaurant, retail, or other operations) when constructed and operating in accordance with applicable Laws;
C. All applicable operators have timely filed required returns and remitted payment of Transient Occupancy Tax, sales and use tax, card room tax, and/or other applicable taxes, assessments, or any other sources of revenue required to be remitted to the City and the City has received its allocable share of such revenues;
D. City has received accurate, auditable reporting data from CDTFA, Sacramento County, and/or any other relevant taxing authorities evidencing such revenues attributable to the Project Site; and
E. Developer and Owner acknowledge that availability of Eligible Proceeds is contingent on actual business operations, compliance with applicable laws, the City’s discretion to not predetermine required findings or pre-commit to legislative acts, and future legislative frameworks. City makes no guarantee as to the availability of any Eligible Proceeds at any point during the Term. City shall have no obligation to compensate for any reduction, elimination, or deferral of Eligible Proceeds caused by changes in state or federal law, economic conditions, or administrative actions beyond City's control.
ARTICLE VI
DEVELOPER OBLIGATIONS
6.1. Permits and Legal Compliance. Developer shall be responsible for obtaining all governmental permits, entitlements, approvals, and clearances necessary for the construction and operation of the Project, including compliance with the California Environmental Quality Act ("CEQA") and all applicable land use, zoning, building, and safety regulations.
6.2. Compliance with Laws. Developer and Owner shall comply with all applicable federal, state, and local laws, ordinances, statutes, codes, rules, regulations, and orders now or hereafter in effect ("Laws"). Developer shall ensure that all Component Developers and tenants also comply with such Laws to the extent applicable to their respective portions of the Project.
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6.3. Indemnity. Developer and Owner shall jointly and severally defend (with counsel selected by the City), indemnify, and hold harmless City and its officials, officers, employees, agents, and volunteers (collectively “Indemnitees”) from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising directly or indirectly out of (i) the approval, implementation, or administration of this Agreement; (ii) the construction, operation, or maintenance of the Project, including any Claims arising from Developer's or Owner's failure to comply with applicable Laws as required under Section 4.1, and including Claims made by contractors, subcontractors, or third parties pursuant to California Labor Code Sections 1726 and 1781; (iii) any causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, caused in whole or in part by the willful misconduct or negligent acts or omissions of Developer or Owner or either of its employees, subcontractors, or agents, by acts for which they could be held liable or by the quality or character of their work. The foregoing obligation of Developer and Owner shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of either Developer or Owner or any of their employees, subcontractors or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Developer or Owner to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code.
Acceptance by City of insurance certificates and endorsements for any Agreements or actions related to the Project do not relieve Developer or Owner from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies have been determined to apply. By execution of this Agreement, Developer and Owner acknowledge and agree to the provisions of this Section and that it is a material element of consideration. The obligations under this Section 6.2 shall survive the expiration or termination of this Agreement.
6.4. PERS Indemnity. In the event that Developer or Owner or any employee, agent, or subcontractor of either Developer or Owner performing under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (“PERS”) to be eligible for enrollment in PERS as an employee of the City, Developer or Owner shall indemnify, defend with counsel selected by the City, and hold harmless City, for the payment of any and all employee and/or employer contributions for PERS benefits on behalf of Developer or Owner or either of its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and any attorneys’ fees and costs incurred by the City to enforce this Section.
6.5. Prevailing Wage. To the extent required by law, Developer, Owner, and all of the Developer’s or Owner’s subcontractors shall comply with California Health and Safety Code Section 33422.1 and shall comply with California Labor Code Section 1770 et seq. and all regulations adopted pursuant thereto (referred to herein as, “Prevailing Wage Laws”), and be responsible for carrying out the requirements of such provisions. The Developer and Owner shall, and hereby agrees to, unconditionally indemnify, reimburse, defend, protect and hold harmless the City and its elective and appointive boards, commissions, officers, agents, attorneys, consultants and employees, and all of their respective successors and assigns, from and against any and all claims, demands, suits and actions at law or in equity, and losses, liabilities, expenses, penalties, fines, orders, judgments, injunctive or other relief, and costs and damages of every kind, nature
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and description (including but not limited to attorneys’ fees and court costs; with counsel reasonably acceptable to the City), and administrative, enforcement or judicial proceedings, whether known or unknown, and which directly or indirectly, in whole or in part, are caused by, arise from, or relate to, or are alleged to be caused by, arise from, or relate to, the payment or requirement of payment of prevailing wages or the requirement of competitive bidding in the construction of the Project, the failure to comply with any state or federal labor laws, regulations or standards in connection with this Agreement, including but not limited to California Labor Code Section 1770 et seq. and the Prevailing Wage Laws, or any act or omission of the City, Developer, or Owner related to this Agreement with respect to the payment or requirement of payment of prevailing wages or the requirement of competitive bidding, whether or not any insurance policies shall have been determined to be applicable to any such claims, demands, suits, actions, losses, liabilities, expenses, penalties, fines, orders, judgments, injunctive or other relief, costs, damages, or administrative, enforcement or judicial proceedings. It is further agreed that the City does not, and shall not, waive any rights against the Developer or Owner which they may have by reason of this indemnity and hold harmless agreement because of the acceptance by the City, or the deposit with the City by the Developer or Owner, of any of the insurance policies described in this Agreement.
6.6. Books, Records, and Audit Cooperation.
A. Record Keeping Obligations. Developer and Owner shall maintain, and shall cause all Component Developers and operators of Project Components to maintain, complete and accurate books, records, and financial data as necessary to calculate, verify, and audit pursuant to generally accepted auditing standards, any amounts constituting Shared City Taxes or other Revenues under this Agreement. Developer and Owner shall preserve and shall cause all of Component Developers and operators of the Project Components to preserve all of its books and records relating to this Agreement and the Project, including but not limited to its job cost records, payables/receivables records, accounting books, bids, cancelled checks, receipts, subcontracts, purchase orders, journals, vouchers, payrolls, correspondence, drawings, daily logs, photographs, and memoranda, for a period of three (3) years after the Term or Final City Payment, whichever is later. Should Developer, Owner, or any of the Component Developers or operators of the Project cease to exist as a legal entity, the legal entity ceasing to exist shall forward its records pertaining to this Agreement and the Project to the surviving entity in a merger or acquisition, or, in the event of liquidation, to Developer or Owner upon Developer or Owner’s timely written request.
B. City Audit Rights. The City shall have the right to examine and audit accounting procedures and internal controls of financial systems and to inspect and copy any books and records of Developer, Owner and Component Developers relating to this Agreement. Such an examination, audit, and/or inspection may be requested at any time during the Term, or three (3) years after the expiration of the Term. If City elects to conduct such an audit, it shall give notice to Developer, and such audit shall be conducted as soon as is reasonably feasible thereafter.
Such audit shall be conducted by an auditor selected by City, and City shall, except as hereinafter provided, pay the cost of such audit. Developer shall cooperate fully with City in the conduct of such examinations, audits, and inspections, shall grant full access at all reasonable times to its offices, the Project site, and its books and records relating to this Agreement, and shall allow City to interview Developer’s employees, Owner, Owner’s employees, Component Developers, Component Developers’ employees, and Component Developers’ operators who might reasonably
ITEM 11.1. ATTACHMENT 5
have information related to Developer’s books and records, provided that City has given Developer at least one working day’s advance notice of City’s intent to examine, audit, inspect, and interview employees. All examinations, audits, inspections, and interviews shall be conducted during normal business hours. If an audit discloses a material discrepancy (i.e., a discrepancy by more than five percent in the aggregate with respect to City Payments), Developer shall reimburse City for the cost of the audit up to a cap of $25,000. Any adjustments in amounts due and owing by either party to the other party shall be promptly paid by the party owing the amounts due.
Developer shall fully cooperate in good faith with the City in connection with any such audit and shall require its tenants, Component Developers, and operators to do the same.
6.7. State Audit Compliance. If compensation or payments under this Agreement exceed the applicable thresholds under Government Code Section 8546.7, this Agreement shall be subject to examination and audit by the State of California for a period of three (3) years after final City Payment under this Agreement. Developer shall retain all relevant records for at least that period and make such records available upon request by the City or the State Auditor.
ARTICLE VII
PARTIES REPRESENTATIONS
7.1. City Representations, Warranties, and Covenants. City represents, warrants and covenants to Owner and Developer as follows:
A. No Conflict. City's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which City is a party or by which it is bound.
B. No Bankruptcy. City is not the subject of a bankruptcy proceeding or in the process of filing for any bankruptcy protection.
C. No Litigation. There are no claims, causes of action or other litigation or proceedings pending or threatened against City that would affect City's ability to undertake and satisfy all of its obligations pursuant to this Agreement.
D. Right to Enter Agreement. City has the legal right, power, and authority to enter into this Agreement and this Agreement has been duly authorized and approved by the City following a properly noticed and conducted public meeting.
E. Truth of Representations and Warranties. City shall, upon learning of any material fact or condition which would cause any of the warranties and representations in this Section 5.1 not to be true, give written notice within fourteen (14) days of such fact or condition to Developer.
7.2. Owner Representations. Owner represents, warrants and covenants to City and Developer as follows:
A. Authority. Owner is a Limited Liability Company in the State of California and is now and shall remain for the duration of the Term of this Agreement in good standing under the Laws of the State of California and qualified to do business in California. The copies of the
ITEM 11.1. ATTACHMENT 5
documents evidencing the organization of Owner that have been delivered to City are true and complete copies of the originals, as amended to the Effective Date. Owner has full right, power and lawful authority to undertake all of its obligations as provided herein, the execution, performance and delivery of this Agreement by Owner has been fully authorized by all requisite actions on the part of Owner, each and all of the persons signing on behalf of Owner are authorized to do so, and such execution is binding upon Owner.
B. No Conflict. Owner's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Owner is a party or by which it is bound. Owner covenants that it and its shareholders or principles are in compliance with and will provide all required disclosures under all conflict of interest laws including, but not limited to, Government Code § 1090, the Political Reform Act (Government Code §81000 et seq.), and campaign contribution laws.
C. No Bankruptcy. Owner is not the subject of a bankruptcy proceeding or in the process of filing for any bankruptcy protection.
D. No Litigation. There are no claims, causes of action or other litigation or proceedings pending or threatened against Owner that would affect Owner's ability to undertake and satisfy all of its obligations pursuant to this Agreement.
E. Right to Enter Agreement. Owner has the legal right, power, and authority to enter into this Agreement.
F. Truth of Representations and Warranties. Owner shall, upon learning of any material fact or condition which would cause any of the warranties and representations in this Section 5.3 not to be true, give written notice within fourteen (14) days of such fact or condition to City.
7.3. Developer Representations. Developer represents, warrants and covenants to City and Owner as follows:
A. Authority. Developer is a Limited Liability Company in the State of California and is now and shall remain for the duration of the Term of this Agreement in good standing under the Laws of the State of California and qualified to do business in California. The copies of the documents evidencing the organization of Developer that have been delivered to City are true and complete copies of the originals, as amended to the Effective Date. Developer has full right, power and lawful authority to undertake all of its obligations as provided herein, the execution, performance and delivery of this Agreement by Developer has been fully authorized by all requisite actions on the part of Developer, each and all of the persons signing on behalf of Developer are authorized to do so, and such execution is binding upon Developer.
B. No Conflict. Developer's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Developer is a party or by which it is bound. Developer covenants that it and its shareholders or principles are in compliance with and will provide all required disclosures under all conflict of interest laws including, but not limited to, Government Code § 1090, the Political Reform Act (Government Code §81000 et seq.), campaign contribution laws.
ITEM 11.1. ATTACHMENT 5
C. No Bankruptcy. Developer is not the subject of a bankruptcy proceeding or in the process of filing for any bankruptcy protection.
D. No Litigation. There are no Claims, causes of action or other litigation or proceedings pending or threatened against Developer, or any Affiliate thereof, that would affect Developer's ability to undertake and satisfy all of its obligations of this Agreement.
E. Truth of Representations and Warranties. Developer shall, upon learning of any material fact or condition which would cause any of the warranties and representations in this Section 5.4 not to be true, give written notice within fourteen (14) days of such fact or condition to City.
ARTICLE VIII
SUBSEQUENT ACTIONS
8.1. Parties Intent to Negotiate a Development Agreement. The City and Developer anticipate that, after the Effective Date of this Agreement, they will have negotiations and may enter into a development agreement pursuant to California Government Code § 65864 et seq. The Parties acknowledge that an amendment to this Agreement or text in such development agreement would be drafted and initiated after the acquisition of any Future Site to include it within the Project.
8.2. No Immediate Vested Right. Unless and until a development agreement as described in Section 7.1 is entered into, all Project Components shall be designed and constructed, and Project permits and approvals shall be evaluated by the City based on compliance with the City's land use and development standards in effect at the time any particular permit is issued, including those applicable under the Convention Overlay District (COD) and shall be consistent with the City's Economic Development Strategic Plan. This Agreement does not confer a vested right to develop the Project.
ARTICLE IX
DEFAULTS
9.1. General Default; Remedies. A " Default" means a failure in the due, prompt and complete observance or performance of any condition, covenant or obligation of the defaulting Party set forth in this Agreement for a period of thirty (30) days after written notice to the defaulting Party specifying the nature thereof, provided that the defaulting Party shall not be in Default under this Section 9.1 if the failure to observe or perform the condition, covenant or obligation in question is curable but is of such a nature that it is incapable of being cured with reasonable diligence within said thirty (30) day period and the defaulting Party commences such cure within said thirty (30) day period and diligently and continuously pursues the same to completion. If a Default occurs under this Agreement, then remedies available to the non- defaulting Party shall be limited exclusively to specific performance and injunctive relief to stop the breach; neither Party shall have any other remedy; excluded remedies include but are not limited to, expectation damages, reliance damages, any monetary award or payment other than an amount that may become due from the City as a City Payment under Article IV, consequential, special or punitive damages. In no event shall a breach of this Agreement result in the Developer
ITEM 11.1. ATTACHMENT 5
having the right, and the Developer expressly waives the right, to seek expectation damages, reliance damages, special damages, consequential damages, lost profits and punitive damages.
9.2. Rights and Remedies Are Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by the other Party, except as otherwise expressly provided herein.
9.3. Inaction Not a Waiver of Default. Any failures or delays by either Party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies or deprive either such Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. Additionally, the waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term of any other term of this Agreement.
ARTICLE X
GENERAL PROVISIONS
10.1. Notices, Demands and Communications. Any approval, disapproval, demand, document or other notice to be provided under this Agreement shall be given in writing and shall be sent (i) for personal delivery by a delivery service that provides a record of the date of delivery, the individual to whom delivery was made, and the address where delivery was made; (ii) by first- class United States mail, postage prepaid, return receipt requested; or (iii) by a nationally recognized overnight courier service, marked for next day business delivery. All notices shall be addressed to the Party to whom such notice is to be given at the address stated in this Section 8.1 or to such other address as a Party may designate by written notice to the other; notices sent by a Party's attorney on behalf of such Party shall be deemed delivered by such Party.
For the avoidance of doubt, telephone numbers are supplied below only for the purpose of accommodating a courier's or delivery service's request for a telephone number for the party receiving notice.
City Notice Address: City of Rancho Cordova
Attn: City Manager
2729 Prospect Park Drive
Rancho Cordova, CA 95670
Email: [email protected]
With a copy to:
Adam U. Lindgren
Attn: City Attorney
Meyers Nave
555 Capitol Mall, Suite 1200
Sacramento, CA 95814
Email: [email protected]
ITEM 11.1. ATTACHMENT 5
Owner Notice Address: Alpha One Sports and Entertainment Group LLC Attn: Joshua Wood
3195 Zinfandel Drive, Suite 21
Rancho Cordova, CA 95670
Email: [email protected]
With a copy to:
Fennemore WKBKY
Attn: Minna C. Yang
10640 Mather Blvd, Suite 200
Mather, CA 95655
Email: [email protected]
Developer Notice Address:
KozPure Development, LLC
Attn: Charanjeet ‘Charlie’ Kaur Tiwana-Purewal
3195 Zinfandel Drive, Suite 21
Rancho Cordova, CA 95670
Email: [email protected]
With a copy to:
Fennemore WKBKY
Attn: Minna C. Yang
10640 Mather Blvd, Suite 200
Mather, CA 95655
Email: [email protected]
All notices shall be deemed effective on the earliest of: (a) actual receipt; (b) if sent by first class mail, the third day on which regular United States mail delivery service is provided after the day of mailing; or (c) if sent by overnight delivery service, on the next day on which such service makes next-business-day deliveries after the day of sending.
10.2. Force Majeure. In addition to specific provisions of this Agreement, performance by either Party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of public enemy; pandemics, epidemics, or quarantine restrictions that require closure of similarly situated businesses; freight embargoes or lack of transportation; or any other causes beyond the control or without the fault of the Party claiming an extension of time to perform (each, an event of "Force Majeure"). Any extension of time for any such cause hereunder shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Party within thirty (30) calendar days of the commencement of the cause. If notice is not timely given, such extension shall not commence until and if the other Party has actual knowledge of the cause. Developer and City acknowledge that adverse changes in economic conditions, any affected party specifically or the economy generally, changes in market conditions or demand, and/or inability to obtain financing or other lack of funding to complete the Project or thereafter continuously operate the Project or a Component of the Project shall not constitute grounds of Force Majeure. Times of performance under this Agreement may be extended by mutual agreement in writing by and between City and
ITEM 11.1. ATTACHMENT 5
Developer. In no event shall the cumulative delays under this Section 10.2 exceed one (1) year, unless otherwise agreed to by the Parties in writing.
10.3. Days. Any time period to be computed pursuant to this Agreement shall be computed by excluding the first day and including the last day. If the last day falls on a Saturday, Sunday or holiday, the last day shall be extended until the next business day.
10.4. Successors and Assigns. Subject to the limitations on Developer's rights to assign this Agreement set forth in Article III above, all of the terms, covenants and conditions of this Agreement shall be binding upon Developer and its permitted successors and assigns. Whenever the term "Developer" is used in this Agreement, such term shall include its permitted successors and assigns as herein provided.
10.5. No Joint Venture. It is expressly agreed that City is not, in any way or for any purpose, a partner of Developer or any of Developer's partners, officers, members, directors, shareholders, principals, agents, employees, contractors or subcontractors, or its or their successors or assigns (each, a "Developer Party") in the conduct of its or their business or a member of a joint enterprise with Developer or any Developer Party. Neither City nor Developer shall be deemed or construed for any purpose to be the agent of the other, and City does not assume any responsibility for Developer or any Developer Party's conduct or performance of this Agreement. Developer shall defend (with counsel selected City), indemnify, and hold harmless the Indemnities from and against Claims arising out of or in any way connected with a claimed relationship of partnership or joint venture between City and Developer, including with respect to the development, operation, maintenance or management of the Project or the Site. Developer's indemnity obligations under this Section 8.5 shall survive the expiration or earlier termination of this Agreement.
10.6. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one (1) and the same instrument.
10.7. No Waiver. A waiver by either Party of a breach of any of the covenants, conditions or agreements under this Agreement to be performed by the other Patty shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement. No waiver by City of any of the Conditions Precedent shall be effective unless in a writing expressly identifying the scope of the waiver and signed by the City.
10.8. Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each Party.
10.9. Severability. If any provision of this Agreement or the application thereof to any person, entity or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons, entities or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each other provision of this Agreement shall be valid and enforceable to the full extent permitted by Law.
10.10. Legal Advice. Each Party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge
ITEM 11.1. ATTACHMENT 5
of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other Party, or its officers, officials, agents, employees, volunteers, representatives, attorneys, or consultants, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise.
10.11. Cooperation. Each Party agrees to cooperate with the other in this transaction and, in that regard, shall promptly execute any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement. In addition, City and Developer, at Developer's expense, shall cooperate in the event of any court action instituted by a third Party or other governmental entity or official challenging the validity of this Agreement or the subject matter hereof. Nothing herein shall authorize Developer or any insurer to settle, consent to settlement of, or admit any liability in connection with such legal challenge, or take any action that would constitute an amendment or modification of this Agreement, absent approval by City in writing.
10.12. Conflicts of Interest. No member, official or employee of City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested.
10.13. Applicable Law. The laws of the State of California, without regard to conflict of laws principles, shall govern the interpretation and enforcement of this Agreement.
10.14. No Third-party Beneficiaries. There are no third-party beneficiaries to this Agreement.
10.15. Venue. Any legal action to cure, correct or remedy any Default, to enforce any covenants or agreements herein, to enjoin any threatened or attempted violation thereof, or to obtain any other remedies consistent with the purpose of this Agreement shall be brought in the Superior Court for Sacramento County, California, except for actions that include claims in which the Federal District Court for the Eastern District of the State of California has original jurisdiction, in which case the Eastern District of the State of California shall be the proper venue.
10.16. Interpretation. The captions preceding the sections of this Agreement have been inserted for convenience of reference only and such captions shall in no way define or limit the scope or intent of any provision of this Agreement. This Agreement has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with herein and shall be interpreted to achieve the intents and purposes of the Parties, without any presumption against the Party responsible for drafting any part of this Agreement. Except where explicit reference is made to business days, provisions in this Agreement relating to number of days shall be calendar days. Use of the word "including" means "including, without limitation." As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The recitals to this
ITEM 11.1. ATTACHMENT 5
Agreement and all exhibits attached hereto are incorporated by reference, as though fully restated herein.
10.17. Time of Essence. Time is of the essence with respect to all obligations of Developer, Owner, and City under this Agreement.
10.18. Dispute Resolution.
A. Good Faith Negotiations. Prior to initiating any legal action, the Parties shall meet and confer in good faith in an attempt to resolve any disputes arising out of or relating to this Agreement.
B. Mediation. If the Parties are unable to resolve a dispute through direct negotiation, they shall participate in a non-binding mediation conducted by a mediator mutually agreed upon by the Parties. Each Party shall bear its own attorneys' fees and costs associated with the mediation, and the Parties shall share equally the mediator's fees.
C. Litigation. If a dispute is not resolved through mediation, either Party may commence litigation in the Superior Court of the State of California for the County of Sacramento.
Each Party consents to the jurisdiction and venue of such Court. Nothing in this Section shall be deemed a waiver of any immunities, defenses, or procedural requirements under the California Government Claims Act or other applicable Laws.
[Signatures follow on next page]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
CITY:
CITY OF RANCHO CORDOVA
ITEM 11.1. ATTACHMENT 5
By:
Its:
MICAH RUNNER
City Manager
OWNER:
ALPHA ONE SPORTS AND ENTERTAINMENT
GROUP LLC, a California limited liability company
By:
Its:
JOSHUA WOOD
Manager
DEVELOPER:
KOZPURE DEVELOPMENT, LLC, a California
limited liability company
By:
Its:
JOSHUA WOOD
Manager
6282852.20
1 Economic Development
Participation Agreement
(EDPA)
Entertainment District
Item 11.1
CityOfRanchoCordova.org
ITEM 11.1.
ATTACHMENT 6
2 EDPA – Sports and Entertainment District
Presentation Overview
• Background
• Economic Development Participation Agreement (EDPA)
• Developer Presentation
• Opening
• Project Vision
• Economic Impact and Benefit
• Sports Opportunities
• Rendering
• Commercial and Retail Opportunities
• Market Feasibility
• EDPA Terms and Fiscal Impact
• Discussion and Potential Vote
ITEM 11.1.
ATTACHMENT 6
3 EDPA – Sports and Entertainment District
OVERVIEW AND HISTORY/BACKGROUND
• KozPure D evelopment LLC and Alpha One Sports and Entertainment Group, LLC initiates discussion with City regarding the project and city owned property • Requests City to contribute 13-ac re city owned property to be a part of sports anchored entertainment destination district at 2875 Kilgore Road • Opportunity to establish the City as a Regional Destination and Regional E
ntertainment Venue
• Early Term Sheet between the City and the development group for potential new mo
del to participate in delivery of project
• Negotiation and review of feasibility and structure to both protect the City, but also p
rovide an opportunity to move the project forward
• City Council Ad Hoc was created recently to discuss the details of the Project ITEM 11.1.
ATTACHMENT 6
4 EDPA – Sports and Entertainment District
Economic Development and Participation
Agreement Terms - Developer
• Project Components of the EDPA:
1. 7,500 seat arena
2. Two or hotels, at least one four-s tar hotel with minimum of 800 rooms
3. Retail Dining District
4. 640 minimum residential units
5. Cardroom
6. Structure and/or surface parking
7. Public plaza
• Economic Impact and Benefits
• Community Benefits and Opportunity
ITEM 11.1.
ATTACHMENT 6
ITEM 11.1.
ATTACHMENT 6
CORDOVA CITY CENTER
Presented By:
ITEM 11.1.
ATTACHMENT 6
OPENING REMARKS
ITEM 11.1.
ATTACHMENT 6
CORDOVA SPORTS-ANCHORED
MIXED-USE ENTERTAINMENT DISTRICT
AND CITY CENTER
ITEM 11.1.
ATTACHMENT 6
Our vision is proposing a City Center project that includes an immersive sports and entertainment destination focused on community and families that weaves together professional sports into a central gathering place for the community.
The City Center is anchored by a 7,500 seat multi-use arena that is purpose-built for Arena Soccer and will include a myriad of other sports, live concerts, entertainment, graduations and events. The Center also includes upscale hotels, a plaza that will be activated through outdoor events, including live music festivals, family-friendly and community centered events for the Sacramento-Cordova region.
VISION
ITEM 11.1.
ATTACHMENT 6
PROJECT LOCATION
Cordova City Center is a high-visibility freeway project, making it an ideal location for an arena and entertainment district.
Strategically situated at the intersection of Highway 50 and Sunrise Boulevard, Cordova City Center’s visibility will be seen by over 200,000 vehicles traveling daily on Highway 50 and 132,000 vehicles traveling daily on Sunrise Boulevard, ensuring excellent accessibility and exposure.
Rancho Cordova is one of the fastest-growing communities in the Greater Sacramento-Cordova region, home to a
diverse population and thriving business ecosystem.
The project location for the development of a City Center District is strategically located at the exact center of the greater Sacramento region and will serve multiple cities and communities in the surrounding area.
ITEM 11.1.
ATTACHMENT 6
BENEFITS TO THE
CITY OF RANCHO CORDOVA
AND THE SURROUNDING COMMUNITIES
ITEM 11.1.
ATTACHMENT 6
GREATER SACRAMENTO AREA
ECONOMIC BENEFIT IMPACT OVER 12 YEARS
• Produce more than $4.5 billion of Economic Output.
• Create nearly 37,000 jobs over 12-year period, averaging over 3,000 annually.
• Result in more than $2.3 billion of labor income
• Yield more than $2.4 billion of value added
• Generate more than $660 million in new Indirect Business Taxes. • The extrapolated 35-year tax impact is projected to be $1.26 billion in federal taxes and $662 million in state and local taxes, totaling $1.92 billion.
ITEM 11.1.
ATTACHMENT 6
ECONOMIC GROWTH
City Tax Generation
• The project will spur millions in new sales, property, hotel, and other taxes around the project site as the core catalyst of growth of the entire Cordova City Center district.
• Ensures Rancho Cordova receives the sales tax revenues generated by the project site and includes Measure H and Measure R — a historic financial structure that secures prosperity for the city.
• The City will realize the economic boom from the surrounding parcels through future development of sites and will see an exponential tax revenue streams.
ITEM 11.1.
ATTACHMENT 6
COMMUNITY BENEFITS
• Free MASL soccer camps and mentorship programs for at-risk youth, open to the children in the community
• CASL tournaments bring youth and collegiate sports directly into the city. • Creates a safe, family-friendly gathering place where residents can celebrate birthdays, anniversaries, concerts, movies, and festivals.
• Creates the first true City Center in Rancho Cordova’s history. • Anchored by the Cordova Arena and surrounded by hotels, live music, retail, residences, nightlife and cultural festivals.
• Hosts signature cultural festivals: Dova Fest, Give Thanks, and Rancho Cordova’s first- ever New Year’s Eve celebration.
ITEM 11.1.
ATTACHMENT 6
MAJOR ARENA SOCCER LEAGUE
HISTORY AND FUTURE
ITEM 11.1.
ATTACHMENT 6
SACRAMENTO’S ARENA SOCCER HISTORY
A HISTORIC PAST, A DYNASTIC FUTURE
Sacramento's arena soccer history is highlighted by the Sacramento Knights, an indoor soccer team that captivated fans with their dynamic play and impressive attendance figures. Established in 1993, the Knights competed in the Continental Indoor Soccer League (CISL) until 1997 and then in the World Indoor Soccer League (WISL) from 1998 until their final season in 2001. Throughout their tenure, the Knights played at ARCO Arena, turning it into a vibrant home for fast-paced indoor soccer and building one of the most passionate fanbases in the league.
The Knights quickly became a hit in Sacramento. In their inaugural 1993 season, they averaged 6,115 fans per game—a number that steadily grew year over year. Attendance surged to 6,961 in 1994 and reached a peak of 7,195 in 1996, placing the Knights among the top-drawing teams in the league. Sacramento's excitement for the indoor game was undeniable, and the consistent, high-energy crowds helped create one of the most electrifying atmospheres in American arena soccer during that era.
Their popularity was matched by their on-field success. In 1999, the Sacramento Knights won the World Indoor Soccer League championship, 7–6 in a thrilling final.
ITEM 11.1.
ATTACHMENT 6
ARENA SOCCER
• Participation Boom: Over 5.9 million people played arena soccer in the U.S. in 2023, a
7.5%increase from the previous year, making it one of the fastest-growing youth sports. • Pro expansion: The unification of world leagues has created a structured system with 80+ teams across North America (USA & Mexico), leading to new teams and arenas in key markets. • CBS Sports Deal: in 2024, world leagues secured a national TV deal with CBS Sports, providing live broadcasts of major games and playoffs, increasing exposure and legitimacy. • Economic & Media Impact: Rising media attention has driven higher sponsorships, ticket sales, and merchandise revenue, strengthening the sport’s financial foundation. • Future Growth: A professional arena soccer league structure offers a clear pathway from youth leagues to professional teams, positioning arena soccer as a mainstream alternative to outdoor soccer.
ITEM 11.1.
ATTACHMENT 6
PROJECT ARCHITECT
PERKINS & WILL
RENDERING
ITEM 11.1.
ATTACHMENT 6
ITEM 11.1.
ATTACHMENT 6
TURTON COMMERCIAL
SCOTT KINGSTON AND DAVID SCALON
ITEM 11.1.
ATTACHMENT 6
ITEM 11.1.
ATTACHMENT 6
MARKET FEASIBILITY
&
VENUE ASSESSMENT
ITEM 11.1.
ATTACHMENT 6
DO VA
CITY CENTER
MARKET FEASIBILITY &
VENUE ASSESSMENT
ITEM 11.1.
ATTACHMENT 6
DOVA ARENA MARKET FEASIBILITY & VENUE ASSESSMENT
EXECUTIVE SUMMARY
KozPure has commissioned a study to evaluate and advise on the validity of its aspirations to build a premier sports & entertainment district in the City of Rancho Cordova. By conducting research on comparable venues across the U.S., unique aspects of the Cordova project, and opportunities in the Sacramento market per consumer interests, NETWORK is able to evaluate the project, recommend a strategy and deliver a market feasibility and venue assessment for the Cordova Arena.
Additionally, NETWORK examined the hotel market within Sacramento to make strategic recommendations on the positioning and build of hotels found within the Cordova Region, understanding demand drivers and growth potential to properly align hotel properties.
Based on our findings, NETWORK strongly recommends the build of a 7,500 seat arena.
DOVA ARENA MARKET FEASIBILITY & VENUE ASSESSMENT
ITEM 11.1.
ATTACHMENT 6
ARENA
FEASIBILITY
ITEM 11.1.
ATTACHMENT 6
DOVA ARENA MARKET FEASIBILITY & VENUE ASSESSMENT
METHODOLOGY
In order to determine the feasibility of the Cordova Arena, NETWORK analyzed a variety of factors associated with other arenas of similar size in comparable cities. The objective of the arena benchmarking analysis is to identify operational insights and best practices for similarly positioned venues in order to properly project the resources needed to build a sustainable business model via sports leagues, tours, and other special events.
DOVA ARENA MARKET FEASIBILITY & VENUE ASSESSMENT
VENUE CAPACITY
CITY POPULATION
ANNUAL VISITORS
DMA
8,200
2,420,608
15,000,000
20 Omit any venues that do not produce
comparably-sized events
Ensure alignment with addressable local market
size needed to support venue capacity
Ensure alignment with addressable tourist market size to support venue capacity & supplement local population
Compare media markets in order to contextualize prospective media value of building tenants & touring shows
DOVA / SACRAMENTO
MSA
ITEM 11.1.
ATTACHMENT 6
DOVA ARENA MARKET FEASIBILITY & VENUE ASSESSMENT
SELECTION CRITERIA
After identifying a total of 210 indoor U.S. arenas with a similar capacity to Cordova Arena (6,000 - 10,000), NETWORK used the city population, annual visitors and DMA to further narrow down the list in order to identify applicable venues for benchmarking.
DOVA ARENA MARKET FEASIBILITY & VENUE ASSESSMENT
DOVA / SACRAMENTO
MSA
210 Venues
13 Venues
4 Venues
4 8,200
15,000,000
20 U.S. Indoor Arenas with 6,000 - 10,000 seats
One-Third of Sacramento MSA’s Population or Greater
Plus or minus 10M of Sacramento’s Annual Visitors
(5M - 25M)
Top 25 U.S. DMA
2,420,608
ITEM 11.1.
ATTACHMENT 6
DOVA ARENA MARKET FEASIBILITY & VENUE ASSESSMENT
VENUE RESEARCH
DOVA ARENA MARKET FEASIBILITY & VENUE ASSESSMENT
Venue Location
Adams Arena Fort Pierce, FL
AdventHealth Arena Lake Buena Vista, FL
Agricenter Showplace Arena Memphis, TN
Akins Ford Arena Athens, GA
Allen County Memorial Expo Center Fort Wayne, IN
Allen Event Center Allen, TX
Alliant Energy Center Madison, WI
Alliant Energy PowerHouse Cedar Rapids, IA
Alltech Arena Lexington, KN
Amarillo Civic Center Amarillo, TX
Amarillo National Center Amarillo, TX
AMSOIL Arena Duluth, MN
Anaheim Convention Center Anaheim, CA
Angel of the Winds Arena Everett, WA
Appalachian Wireless Arena Pikeville, KY
Arnold Hall / Reilly Coliseum Miami, FL
Arthur Ashe Athletic Center Richmond, VA
Augusta Civic Center Augusta, GA
BancorpSouth Arena Tupelo, MS
Bank of Springfield Center Springfield, IL
Bank OZK Arena Hot Springs, AR
Battelle Hall Columbus, OH
Baxter Arena Omaha, NE
Beaumont Civic Center Beaumont, TX
Bell County Expo Center Belton, TX
Bert Ogden Arena Edinburg, TX
Bill Graham Civic Auditorium San Francisco, CA
Bill Harris Arena Birmingham, AL
BMO Harris Bank Center Rockford, IL
Boutwell Memorial Auditorium Birmingham, AL
Broadbent Arena Louisville, KN
Broadmoor World Arena Colorado Springs, CO
Brown Convention Center Houston, TX
Blue FCU Arena Loveland, CO
Burton Coliseum Lake Charles, LA
Butte Civic Center Butte, MT
Cable Dahmer Arena Independence, MO
Callicott Arena Franklin, TN
Cambria County War Memorial Arena Johnstown, PA
Carlson Center Fairbanks, AK
Celebration Arena Decatur, AL
Chisholm Trail Coliseum Enid, OK
Claremore Expo Center Claremore, OK
Columbus Civic Center Columbus, GA
Comerica Center Frisco, TX
Venue Location
Cool Insuring Arena Glens Falls, NY
Cooper Steel Arena Shelbyville, TN
Corbin Arena Corbin, KY
Corteva Agriscience Center Tulare, CA
Covelli Centre Youngstown, OH
Cox Business Convention Center Tulsa, OK
Cross Insurance Arena Portland, ME
DC Armory Washington, D.C.
DECC Arena Duluth, MN
Dixie Center St. George, UT
Lee’s Family Forum Henderson, NV
Dort Federal Credit Union Event Center Flint, MI
Dorton Arena Raleigh, NC
Dow Event Center Saginaw, MI
Ector County Coliseum Odessa, TX
Eihusen Arena Grand Island, NE
El Paso County Coliseum El Paso, TX
Empire Expo Center Geddes, NY
Enmarket Arena Savannah, GA
Erie Insurance Arena Erie, PA
Escambia County Equestrian Center Pensacola, FL
Expo Square Pavilion Tulsa, OK
Extraco Events Center Waco, TX
F&M Bank Arena Clarksville, TN
Fair Park Coliseum Dallas, TX
Farm Bureau Expo Center Lebanon, TN
Farm Credit Dairy Center Tulare, CA
Findlay Toyota Center Prescott Valley, AZ
First Interstate Bank Center Redmond, OR
Fishers Event Center Fishers, IN
Florence Center Florence, SC
Foley Event Center Foley, AL
Ford Arena Beaumont, TX
Ford Wyoming Center Casper, WY
Fort Bend Epicenter Rosenberg, TX
Foster Communications Coliseum San Angelo, TX
Four Seasons Arena Great Falls, MT
Four States Arena Texarkana, TX
Freeman Coliseum San Antonio, TX
Frontwave Arena Oceanside, CA
Genesis Convention Center Gary, IN
Golden Spike Arena Ogden, UT
Grand Park Events Center Westfield, IN
Grossinger Motors Arena Bloomington, IL
H-E-B Center Cedar Park, TX
Venue Location
Hard Rock Live at Etess Arena Atlantic City, NJ
Harrah's Cherokee Center Asheville, NC
Hartman Arena Park City, KS
Henderson Exposition Center Lufkin, TX
Hero Arena Idaho Falls, ID
Hersheypark Arena Hershey, PA
Hertz Arena Estero, FL
Hill Exhibit Hall Albuquerque, NM
Humble Civic Center Arena Humble, TX
Huntington Center Toledo, OH
Hutchinson Sports Arena Hutchinson, KS
Idaho Central Arena Boise, ID
Ike Hamilton Expo Center West Monroe, LA
Indiana Farmers Coliseum Indianapolis, IN
Jacksonville Equestrian Center Jacksonville, FL
James Brown Arena Augusta, GA
Jamestown Civic Center Jamestown, ND
Jim R. Miller Event Center Marietta, GA
John Hancock Arena Altamont, OR
Jostens Center Lake Buena Vista, FL
Kansas Star Arena Mulvane, KS
Kay Bailey Hutchinson Center Dallas, TX
Kay Yeager Coliseum Wichita Falls, TX
Kellogg Arena Battle Creek, MI
Kitsap Sun Pavilion Bremerton, WA
Knoxville Civic Coliseum Knoxville, TN
La Crosse Center La Crosse, WI
Lamar Dixon Expo Center Gonzales, LA
Landon Arena Topeka, KS
Lea County Event Center Hobbs, NM
Lee County Civic Center Fort Myer, FL
Legacy Event Center Farmington, UT
Leonard E. Merrill Center Katy, TX
Lone Star Expo Center Conroe, TX
Louisville Gardens Louisville, KY
Luedecke Arena Austin, TX
Macon Coliseum Macon, GA
Majestic Valley Arena Kalispell, MT
MassMutual Center Springfield, MA
Mayo Civic Center Rochester, MN
Mayo Clinic Health System Event Center Mankato, MN
Mechanics Bank Arena Bakersfield, CA
Memorial Coliseum Farmington, NM
Mesquite Arena Mesquite, TX
Miami Beach Convention Center Miami Beach, FL
Venue Location
Mid-America Center Council Bluffs, IA
Miller Expo Centre Essex Junction, VT
Minneapolis Armory Minneapolis. MN
Minneapolis Convention Center Minneapolis, MN
Mississippi Coliseum Jackson, MS
Mohegan Sun Arena Uncasville, CT
Mohegan Sun Arena at Casey Plaza Wilkes-Barre, PA
Monroe Civic Center Monroe, LA
Moody Coliseum Dallas, TX
Mountain Health Arena Huntington, WV
Nacogdoches County Expo Center Nacogdoches, TX
Nashville Municipal Auditorium Nashville, TN
National Western Complex Events Center Denver, CO
Neal Blaisdell Center Honolulu, HI
NRG Arena Houston, TX
Ocean Center Daytona Beach, FL
Oceanfront Arena Wildwood, NJ
Oregon State Fairgrounds Pavilion Salem, OR
Orleans Arena Las Vegas, NV
Owensboro Sportscenter Owensboro, KY
Payne Arena Hidalgo, TX
Pennsylvania Farm Show
Complex & Expo Center Harrisburg, PA
Pensacola Bay Center Pensacola, FL
Pine Bluff Convention Center Pine Bluff, AR
Portland Expo Center Hall E Portland, OR
Quillen Arena Harrington, DE
Rapides Parish Coliseum Alexandria, LA
Rava Equestrian Center King City, CA
Reaves Arena Perry, GA
Reno Events Center Reno, NV
Reno-Sparks Livestock Events Center Reno, NV
Rio Rancho Events Center Rio Rancho, NM
RP Funding Center Lakeland, FL
Salem Civic Center Salem, VA
Salt Lake County Equestrian Center Sandy, UT
Sames Auto Arena Laredo, TX
Santander Arena Reading, PA
Savannah Civic Center Savannah, GA
Schaumburg Convention Center Schaumburg, IL
Scheels Arena Fargo, ND
Seaboard Triumph Expo Center Sioux City, IA
SeaGate Convention Centre Toledo, OH
Sevierville Convention Center Sevierville, TN
ShoWare Center Kent, WA
Sioux Falls Arena Sioux Falls, SD
Venue Location
South Point Arena Las Vegas, NV
Southwest Motors Events Center Pueblo, CO
Star of the Desert Arena Primm, NV
Stormont Vail Exhibition Hall Topeka, KS
Sudduth Coliseum Lake Charles, LA
Sullivan Arena Anchorage, AK
Taft Coliseum Columbus, OH
Taylor Telecom Arena Abilene, TX
The Hippodrome Waterloo, IA
The Oil Palace Tyler, TX
The Wigwam Anderson, IN
Tony's Pizza Events Center Salina, KS
Total Mortgage Arena Bridgeport, CT
Toyota Center Kennewick, WA
Trinity Health Arena Muskegon, MI
Tucson Convention Center Tucson, AZ
Tunica Arena and Exposition Center Tunica, MS
Tyson Events Center Sioux City, IA
Upstate Medical University Arena Syracuse, NY
Viking Hall Bristol, TN
Visions Veterans Memorial Arena Binghamton, NY
Von Braun Center Huntsville, AL
WesBanco Arena Wheeling, WV
Wicomico Youth and Civic Center Salisbury, MD
Will Rogers Coliseum Forth Worth, TX
Williams Sportsplex Hampton, VA
Wilson Logistics Arena Springfield, MO
Wings Event Center Kalamazoo, MI
Xtream Arena Coralville, IA
Yakima SunDome Yakima, WA
ITEM 11.1.
ATTACHMENT 6
DOVA ARENA MARKET FEASIBILITY & VENUE ASSESSMENT
DOVA ARENA MARKET FEASIBILITY & VENUE ASSESSMENT 2024-25 Nielsen DMA Rankings Rank City Comparable Venues
(6,000 - 10,000 capacity)
1 New York The Theater at MSG, Radio City Music Hall, Carnesecca Arena 2 Los Angeles Galen Center, YouTube Theater, Shrine Auditorium 3 Chicago Wintrust Arena, Credit Union 1 Arena
4 Dallas-Fort Worth Fair Park Coliseum, Kay Bailey Hutchison Center, Moody Coliseum
5 Philadelphia The Liacouras Center, The Finneran Pavilion 6 Houston Brown Convention Center, NRG Arena, Fertitta Center, Health & Physical Education Arena
7 Atlanta Forbes Arena, McCamish Pavilion
8 Washington, D.C. Charles E. Smith Center, The Show Place Arena 9 Boston Agganis Arena, MGM Music Hall at Fenway
10 San Francisco-Oakland Bill Graham Civic Auditorium
11 Tampa-St. Petersburg George Jenkins Arena, Yuengling Center 12 Phoenix- Prescott Global Credit Union Arena, Mullett Arena 13 Seattle-Tacoma Alaska Airlines Arena, Angel of the Winds Arena Rank City Comparable Venues
(6,000 - 10,000 capacity)
14 Detroit Fox Theatre
15 Orlando Advent Health Arena, State Farm Field House, Addition Financial Arena 16 Minneapolis-Saint Paul Minneapolis Armory, Minneapolis Convention Center 17 Denver National Western Complex Events Center
18 Miami Watsco Center, Reilly Coliseum
19 Cleveland Cleveland Public Auditorium
20 Sacramento None
21 Charlotte Halton Arena, Winthrop Coliseum
22 Raleigh Dorton Arena, William Neal Reynolds Coliseum 23 Portland Portland Expo Center, Chiles Center
24 St. Louis Chaifetz Arena, Family Arena
25 Indianapolis Indiana Farmers Coliseum, Hinkle Fieldhouse When simply viewing feasibility for a market to support an arena of Dova’ssize through a DMA lens, every one of the top 25 DMAs in the U.S. currently supports at least one, and in most cases multiple, athletics or music focused venues with a capacity of 6,000 - 10,000, except for Sacramento Region. On average, cities within the top 25 DMAs have 2.08 venues of this size currently.
TOP DMA COMPARISON
ITEM 11.1.
ATTACHMENT 6
CONCLUSION
ITEM 11.1.
ATTACHMENT 6
5 EDPA – Sports and Entertainment District
Economic Development Participation
Agreement Terms - City
• 35-year term of the agreement
• P
rocessing CEQA and land use entitlements including zoning amendments • Project branding cooperation
• Consideration of four large format billboards or electronic monument signs • Initiation of a new PBID or/or TBID
• Shared Revenue and Proceeds with the master developer of sales tax (100% City) and
transient occupancy taxes (TOT) (100% Developer)
• Consideration of Cardroom tax and potential Code adjustments • Consideration of:
• Special taxes or assessments under a Community Facilities District (CFD) • Property tax increment revenues or bond proceeds under an Enhanced Inf
rastructure Financing District (EIFD)
• Admission Tax
• Reductions and Relief/Waiver of City staff service fees and City development impact fees f
or the overall project site
ITEM 11.1.
ATTACHMENT 6
6 EDPA – Sports and Entertainment District
EDPA Fiscal Impact
• The City would not be required to advance funds, pledge its General Fund, commit t
o establish any tax not now in existence
• The risk level from the master developer is private financial investments into the o
verall site
• Subsequent Development Agreement to specifically delineate the details of the tax s
haring revenues or proceeds and waiver of development services and development impact fees
• Dedication of City-o wned 13-acre parcel
• If the project is realized at buildout based upon the economic impact analysis, there w
ill be benefits to the City, the region, and the community derived from the project • These impacts only take place if Arena and Entertainment District is constructed ITEM 11.1.
ATTACHMENT 6
7 EDPA – Sports and Entertainment District
Recommended Action
• Consider and adopt the Resolution
• Adopting the CEQA Exemptions 15004 (b)(4) and 15183
• Approve the Economic Development and Participation Agreement • Authorize the City Manager to execute the EDPA
ITEM 11.1.
ATTACHMENT 6
8 THANK YOU
Questions?
CityOfRanchoCordova.org
ITEM 11.1.
ATTACHMENT 6