Sacramento City Council
February 8, 2022

Susana Alcala Wood, City Attorney Jorge Oseguera, City Auditor Mindy Cuppy, City Clerk Howard Chan, City Manager John Colville, City Treasurer City Council Report
915 I Street, 1st Floor
Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2022-00285 February 8, 2022 Consent Item 12
Title: (Pass for Publication) Ordinance Approving Innovation Park Planned Unit Development and California Northstate University Medical Campus (P18-077) Location: 1 Sports Parkway; Former Sleep Train Arena Site, bounded by East Commerce Way, Arena Boulevard, Truxel Boulevard, and Del Paso Road. APNs 225-0070-059-0000; 225-0070-060-0000; 225-0070-063-0000; 225-0070-067-0000; 225-0070-076-0000, District 1 Recommendation: 1) Review a Resolution the Environmental Impact Report (EIR) and Mitigation Monitoring Plan for the Innovation Park Planned Unit Development Project and the California Northstate University Medical Center Campus; 2) review an Ordinance approving an Innovation Park Development Agreement between the City of Sacramento and SBH Natomas, LLC and California Northstate; 3) review a Resolution amending the 2035 General Plan to redesignate the site from Urban Center High to Urban Center Low and to modify text in the North Natomas Community Plan related to shared parking; 4) review an Ordinance rezoning the site from Sports Complex Planned Unit Development Zone (SPX-PUD) to General Commercial Planned Unit Development Zone (C-2-PUD); 5) review a Resolution adopting an Innovation Park Mixed Income Housing Strategy; 6) review a Resolution rescinding the Capital Gateway Sports Complex Planned Unit Development Guidelines and Schematic Plan and adopting an Innovation Park Planned Unit Development Guidelines and Schematic Plan; 7) review a Resolution approving an amendment to the 2016 Bicycle Master Plan; 8) review a Resolution approving a Tentative Subdivision Map to subdivide approximately 183.7 acres into 34 lots and a Tentative Map Design Deviation for a Non-standard Roadway Centerline Radii; 9) review a Resolution approving project entitlements including Conditional Use Permits for a hospital, helistop, and college campus; Site Plan and Design Review for a hospital and central plant with a deviation to reduce the number of required loading docks; a variance to extend the hours of construction established by the noise ordinance; and a tree permit to remove 40 private protected trees; 10) review a Resolution for a Water Supply Assessment Report for the Innovation Park project; 11) review a Resolution addressing review of the Enhanced Infrastructure Finance District proposal; and 12) pass for publication the ordinance titles per City Code section 32(c) for City Council consideration on February 15, 2022.

File ID: 2022-00285 Consent Item 12
February 8, 2022
powered by Legistar™
City of Sacramento
Contact: Teresa Haenggi, Senior Planner, (916) 808-7554, [email protected]; Jose Quintanilla, Associate Planner, (916) 808-5879, [email protected], Community Development Department
Applicant: Jeff Dorso, Senior Vice President, SBH Natomas LLC Owner: SBH Natomas LLC
Sacramento Basketball Holding Natomas LLC
Vivek Ranadive 2004 Trust, Manager
California Northstate University
Dr. Alvin Cheung, President/CEO
9700 West Taron Drive
Elk Grove, CA 95757
(SEE NEXT PAGE FOR LIST OF ATTACHMENTS)

File ID: 2022-00285 Consent Item 12
February 8, 2022
powered by Legistar™
City of Sacramento
Attachments:
01-Description/Analysis
02-Background
03-Resolution Certifying the Environmental Impact Report 04-Ordinance – Development Agreement between City of Sacramento and SBH Natomas LLC and California Northstate University
05-Exhibit A – Development Agreement
06-Resolution – Amendment to General Plan Land Use Designation and Text Amendment 07-Exhibit A – General Plan Amendment Map
08-Exhibit B – General Plan Text Amendment
09-Ordinance – Rezone
10-Exhibit A – Rezone Map
11-Resolution – Mixed Income Housing Strategy
12-Exhibit A – Mixed Income Housing Strategy
13-Resolution – Innovation Park Planned Unit Development and Schematic Plan 14-Exhibit A – Innovation Park PUD and Schematic Plan
15-Resolution – Amendment to the Bicycle Master Plan
16-Exhibit A – Bicycle Master Plan Amendment Map
17-Resolution – Tentative Map and Subdivision Modification 18-Exhibit A – Tentative Map Condition of Approval
19-Exhibit B – Tentative Subdivision Map
20-Exhibit C – Subdivision Modification Request Memo
21-Resolution – CNU Project Entitlements Resolution (CUPs, SPDR, Tree Permit) 22-Exhibit A – CNU Hospital and Central Plant Plans
23-Exhibit B – Construction Activity Table for Noise Variance 24-Exhibit C – Permit for Removal of Private Trees
25-Resolution – Water Supply Assessment
26-Exhibit A – Water Supply Assessment Form
27-Resolution – Review of Enhanced Infrastructure District Proposal 28-Project Description
29-Conceptual Site Plan for Future Phases of CNU Medical Campus 30-CNU Landscaping Concepts
31-CNU Walk-through Images
32-CNU Massing Modeling
33-CNU Renderings
34-CNU Nighttime Renderings
35-Design Advisory Group Comment, September 2021
36-CNU Response to Design Advisory Group
37-2019 Community Comments
38-2021 Community Comments

File ID: 2022-00285 Consent Item 12
February 8, 2022
powered by Legistar™
City of Sacramento
Description Analysis
Issue Detail: The Innovation Park Planned Unit Development (PUD) project covers approximately 183 acres in the North Natomas area and is the site of the former Sleep Train Arena. The project proposes the entitlements needed to transform and redevelop an underutilized sports complex into an urban mixed-use development that consists of residential, commercial, health and educational uses, and public amenities.

The only development proposed with the Innovation Park PUD project at this time is a 730,000 square-foot hospital with a helistop and a central plant that will be developed in the first phase of the California Northstate University (CNU) Medical Center Campus. The CNU Medical Center Campus, at full buildout, will include a college campus and a variety of supporting services such as commercial and retail uses, medical offices, a childcare center, and a care facility for active seniors.

Policy Considerations:

Urban Center Low Designation
Sacramento’s Urban Center Low provides for smaller urban areas throughout the city. Each center includes employment-intensive uses, a mix of housing, and a wide variety of commercial uses. The Urban Center Low designated areas are typically located around light rail stations or along local arterials.

Density and Floor Area Ratio
The Urban Center Low designation has an allowed density range of 20-150 dwelling unit per net acre (du/na) and required floor-area-ratio (FAR) of 0.4-4.0. All future development will have to comply with the density and FAR to be consistent with the general plan. The only development being proposed with this project is a hospital and a central plant with parking that supports the hospital. Since no residential is being proposed, FAR is used to evaluate the hospital and central plant; the FAR for the proposed hospital and central plant is 0.81 which is will within the allowed range.

General Plan Goals and Policies
The proposed Innovation Park project will assist the City in achieving the vision of the 2035 General Plan. The project site is a large urban infill opportunity located in the North Natomas Area and will provide new housing, a health care center, employment opportunities, and retail and commercial services. The proposed General Commercial (C-2) zoning allows for a variety of uses that support a complete neighborhoods concept while the Innovation Park PUD Guidelines will prohibit uses which are incompatible with the vision of this mixed use neighborhood.

File ID: 2022-00285 Consent Item 12
February 8, 2022
powered by Legistar™
City of Sacramento
The site will accommodate a mix of residential and non-residential uses adjacent to public transit and will achieve land use efficiency through higher density and intensity of development. With a minimum density of 20 dwelling units per net acre and a minimum floorarea-ratio of 0.4, development in the Innovation Park area will support the future light rail station as well as bus routes, shuttle service, and other transit modes. Larger projects, such as the proposed hospital and university are required to develop Transportation System Management plans to reduce single-occupant vehicle commute trips and to encourage transit use.

The project will be well connected to adjacent and existing neighborhoods through a roadway and bicycle network and will establish PUD Guidelines that provide thoughtful design principles to ensure a cohesive and well-structured development. Typical block sizes will not exceed 400 feet between intersections to encourage pedestrian activity. Streets will be enhanced by large shade trees and wide sidewalks in commercial areas that can accommodate high pedestrian traffic and outdoor dining or vendors. The project also offers a network of open space and sites for an elementary school, a SMUD facility, and affordable housing.

Below is a list of Goals and Policies in the 2035 General Plan that support the Innovation Park Project:

GOAL LU 2.1 City of Neighborhoods. Maintain a city of diverse, distinct, and well-structured neighborhoods that meet the community’s needs for complete, sustainable, and high-quality living environments, from the historic downtown core to well-integrated new growth areas.

Policy LU 2.1.2 Protect Established Neighborhoods. The City shall preserve, protect, and enhance established neighborhoods by providing sensitive transitions between these neighborhoods and adjoining areas, and by requiring new development, both private and public, to respect and respond to those existing physical characteristics buildings, streetscapes, open spaces, and urban form that contribute to the overall character and livability of the neighborhood.

Policy LU 2.1.3 Complete and Well-Structured Neighborhoods. The City shall promote the design of complete and well-structured neighborhoods whose physical layout and land use mix promote walking to services, biking, and transit use; foster community pride; enhance neighborhood identity; ensure public safety; are family-friendly and address the needs of all ages and abilities.

Policy LU 2.1.6 Neighborhood Centers. The City shall promote the development of strategically located (e.g., accessible to surrounding neighborhoods) mixed-use neighborhood centers that accommodate local-serving commercial, employment, and entertainment uses; provide diverse housing opportunities; are within walking distance of surrounding residents; and are efficiently served by transit

File ID: 2022-00285 Consent Item 12
February 8, 2022
powered by Legistar™
City of Sacramento
GOAL LU 2.5 City Connected and Accessible. Promote the development of an urban pattern of well-connected, integrated, and accessible neighborhoods corridors, and centers.

Policy LU 2.5.1 Connected Neighborhoods, Corridors, and Centers. The City shall require that new development, both infill and greenfield, maximizes connections and minimizes barriers between neighborhoods corridors, and centers within the city. (RDR) GOAL LU 2.6 City Sustained and Renewed. Promote sustainable development and land use practices in both new development, reuse, and reinvestment that provide for the transformation of Sacramento into a sustainable urban city while preserving choices (e.g., where to live, work, and recreate) for future generations.

Policy LU 2.6.1 Sustainable Development Patterns. The City shall promote compact development patterns, mixed use, and higher-development intensities that use land efficiently; reduce pollution and automobile dependence and the expenditure of energy and other resources; and facilitate walking, bicycling, and transit use.

Policy LU 2.6.2 Transit-Oriented Development. The City shall actively support and facilitate mixed-use retail, employment, and residential development around existing and future transit stations (RDR)
GOAL LU 2.7 City Form and Structure. Require excellence in the design of the city’s form and structure through development standards and clear design direction.

Policy LU 2.7.6 Walkable Blocks. The City shall require new development and reuse and reinvestment projects to create walkable, pedestrian-scaled blocks, publicly accessible mid-block and alley pedestrian routes where appropriate, and sidewalks appropriately scaled for the anticipated pedestrian use.

Policy LU 2.7.7 Buildings that Engage the Street. The City shall require buildings to be oriented to and actively engage and complete the public realm through such features as building orientation, build-to and setback lines, façade articulation, ground-floor transparency, and location of parking.

Policy LU 2.7.8 Screening of Off-street Parking. The City shall reduce the visual prominence of parking within the public realm by requiring most off-street parking to be located behind or within structures or otherwise fully or partially screened from public view.

GOAL M 1.4 Transportation Demand Management. Reduce reliance on the private automobile.

Policy M 1.4.2 Automobile Commute Trip Reduction. The City shall encourage employers to reduce the number of single-occupant vehicle commute trips to their sites by enforcing the existing trip reduction ordinance in the City Code.

Policy M 1.4.3 Transportation Management Associations. The City shall encourage commercial, retail, and residential developments to participate in or create Transportation Management Associations to reduce single-occupant vehicle trips.

Policy M 1.4.4 Off-Peak Deliveries. The City shall encourage business owners to schedule deliveries at off-peak traffic periods.

File ID: 2022-00285 Consent Item 12
February 8, 2022
powered by Legistar™
City of Sacramento
GOAL ERC 1.1 Efficient and Equitable Distribution of Facilities. Provide efficient and equitable distribution of quality educational facilities for life-long learning and development of a highly skilled workforce that will strengthen Sacramento’s economic prosperity Policy ERC 1.1.4 Joint-Use Development. The City shall work with school districts and institutions of higher education to explore opportunities for joint-use development that integrates uses for recreation, cultural, and non-school related activities at new and existing facilities
Policy ERC 1.1.5 Higher Education. The City shall encourage and support the development, expansion, and upgrade of higher education facilities such as community colleges, California State University, and private universities.

GOAL ERC 2.1 Integrated Parks and Recreation System. Provide an integrated system of parks, open space areas, and recreational facilities that are safe and connect the diverse communities of Sacramento.

Policy ERC 2.1.1 Complete System. The City shall develop and maintain a complete system of parks and open space areas throughout Sacramento that provide opportunities for both passive and active recreation.

Policy ERC 2.1.2 Connected Network. The City shall connect all parts of Sacramento through integration of recreation and community facilities with other public spaces and rights-of-way (e.g., buffers, medians, bikeways, sidewalks, trails, bridges, and transit routes) that are easily accessible by alternative modes of transportation.

H-1.4 Facilitate Infill Housing Development. The City shall facilitate infill housing along commercial corridors, near employment centers, near high-frequency transit areas, and in all zones that allow residential development as a way to revitalize commercial corridors, promote walkability and increased transit ridership, and provide increased housing options.

H-1.7 Encourage Adaptive Reuse. The City shall promote and facilitate the conversion of commercial, office, industrial, and parking structures for housing and mixed-use developments.

H-4.1 Expand Housing Types Throughout the City. The City shall take meaningful actions to allow for a greater array of housing types throughout the city to create more inclusive and equitable neighborhoods and to affirmatively further fair housing.

H-8.3 Encourage Accessible Housing Near Transit and Amenities. The City shall encourage the development, rehabilitation, and preservation of accessible housing, particularly in neighborhoods that are accessible to public transit, commercial services, and health and community facilities.

North Natomas Community Plan
Consistent with the policies in the North Natomas Community Plan, the project includes a development agreement, establishes planned unit development guidelines and a schematic plan, and requires all private development with the project area to participate in the North Natomas Financing Plan to ensure the site has adequate infrastructure. The project also meets community plan policies related to neighborhoods and schools (NN.LU 1.6; NN.LU 1.7), and housing diversity (NN.LU.1.9).

File ID: 2022-00285 Consent Item 12
February 8, 2022
powered by Legistar™
City of Sacramento
The Natomas Community Plan currently includes a policy (NN.M 1.9 Park-n-Ride Facilities) the calls for the provision of 300 shared parking spaces on the arena site to support the future light rail station along Truxel Boulevard. At the time community plan was adopted, this park-n-ride concept was a way to maximize the use of the arena parking lot that was largely vacant during non-event hours. However, the requirement for shared parking spaces is no longer appropriate because the higher intensity of development that is required in the Urban Center Low designation would better support the use of transit than shared parking spaces would. Staff is proposing to amend the text of the North Natomas Community Plan to remove this policy.

More discussion is provided on this amendment in the Background section of this report.

Economic Impacts: the Innovation Park project redevelops a 183-acre site from an underutilized, single-purpose use to an urban development that offers a diverse range of housing options, employment opportunities, and commercial uses.

Environmental Considerations: To comply with the California Environmental Quality Act (CEQA), the City prepared a Draft Environmental Impact Report for the Innovation Park Planned Unit Development (PUD) and California Northstate University (CNU) Medical Center (P18-077) (Draft EIR). The City has circulated documents relating to environmental review as required by CEQA and the CEQA Guidelines.

The Draft EIR describes the existing environmental resources in the vicinity of the Innovation Park PUD Area and CNU Medical Center project site, analyzes potential impacts on those resources due to the proposed project and identifies mitigation measures that would avoid or reduce the magnitude of the significant impacts identified in the Draft EIR. The environmental impacts evaluated in the EIR concern various subject areas, including aesthetics/light and glare, cultural and tribal cultural resources, transportation and circulation, air quality, global climate change, noise, biological resources, hydrology and water quality, hazards and hazardous materials, public services, and utilities and service systems.

The Draft EIR evaluates a range of alternatives for the proposed Innovation Park PUD and CNU Medical Center that include a different land use mix, a smaller footprint, no project/existing General Plan designation, and no project/no development alternatives.

The Draft EIR was circulated for a 45-day public review and comment from November 16, 2021 to January 3, 2022. Fourteen comment letters were received on the Draft EIR.

A Final Environmental Impact Report (Final EIR) will be prepared that includes all agency and public written comments received on the Draft EIR. The Final EIR will provide written responses to each comment received. Also to be included are changes in the text of the Draft EIR either in response to written comments or initiated by staff. The Final EIR document will be

File ID: 2022-00285 Consent Item 12
February 8, 2022
powered by Legistar™
City of Sacramento
prepared in accordance with the CEQA and together with the Draft EIR (and Appendices) will constitute the EIR for the proposed project that will be used by the decision-makers during project hearings. The responses and text changes will correct, clarify, and amplify text in the Draft EIR, as appropriate. These changes will not alter the conclusions of the Draft EIR.

The Innovation Park PUD and CNU Medical Center Draft and Final EIRs are available on the City’s website at:
https://www.cityofsacramento.org/Community-Development/Planning/Environmental/ImpactReports 200-Year Flood Protection: State Law (SB 5) and Planning and Development Code chapter

17.810 require that the City must make specific findings prior to approving certain entitlements for projects within a flood hazard zone. The purpose is to ensure that new development will have protection from a 200-year flood event or will achieve that protection by 2025. The project site is within a flood hazard zone and is an area covered by SAFCA’s Improvements to the State Plan of Flood Control System, and specific findings related to the level of protection have been incorporated as part of this project. Even though the project site is within a flood hazard zone, the local flood management agency, SAFCA, has made adequate progress on the construction of a flood protection system that will ensure protection from a 200-year flood event or will achieve that protection by 2025. This is based on the SAFCA Urban level of flood protection plan, adequate progress baseline report, and adequate progress toward an urban level of flood protection engineer’s report that were accepted by City Council Resolution No. 2016-0226 on June 21, 2016, and the SAFCA 2021 Adequate Progress Annual Report accepted by City Council Resolution No. 2021-0328 on November 9, 2021.

Sustainability: This project will provide the entitlements necessary for sustainable development patterns, including high-density, mixed-use, and transit-oriented development on a large infill site.

Commission/Committee Action:

On October 21, 2021, the Active Transportation Commission reviewed proposed amendments to the Bicycle Master Plan and passed a motion to recommend the City Council approve the amendments proposed by the Innovation Park project to the Bicycle Master Plan.

On October 28, 2021, the Innovation Park Planned Unit Development project was presented to the Planning and Design Commission for review and comment. At this meeting, the applicant provided an overview of the project and the commissioners and public had an opportunity to provide early feedback.

On November 4, 2021, the Parks and Enrichment Commission provided review and comment on the Innovation Park project.

File ID: 2022-00285 Consent Item 12
February 8, 2022
powered by Legistar™
City of Sacramento
On January 13, 2022, the Planning and Design Commission conducted a noticed public hearing where it reviewed and considered the Innovation Park Planned Unit Development and California Northstate University and unanimously forwarded a recommendation of approval to the City Council.

Rationale for Recommendation: The project redevelops a 183.7-acre site from an underutilized, single-purpose use to an urban community that offers a diverse range of housing options, employment opportunities, and commercial uses in a bicycle- and pedestriansupportive environment. The project meets many of the goals and policies of the 2035 General Plan and North Natomas Community Plan as it relates to infill development, jobs-housing balance, alternate modes of transportation, transit supportive development, housing diversity, educational prospects, and open space/park features.

Financial Considerations: An estimate of the costs and proposed funding sources for all backbone infrastructure improvements, public facilities, and administrative costs to serve the site has been identified.

The applicant is currently working with staff to determine if an Enhanced Infrastructure Finance District (EIFD) to assist with funding the infrastructure is appropriate for this project. This report includes a resolution that captures the cooperative intent of reviewing the EIFD along with a potential use of a jobs incentive program (See attachment 26). However, the EIFD and jobs incentive program review is a process separate from the planning entitlement process and is not part of this report.

Local Business Enterprise (LBE): No goods or services are being purchased under this report.

Public/Neighborhood Outreach and Comments
Outreach to discuss the redevelopment of the Natomas arena site started in 2014 in response to the Kings Arena’s anticipated move to its new Downtown site. This early outreach addressed the types of uses that the community wanted to occur at the Sleep Train site. The community identified a mix of uses as appropriate but emphasized that a large employmentgenerating use is key to the success of future development.

A draft of the Planned Unit Development (PUD) Guidelines for the site was released to the community in October of 2019 and the applicant team subsequently met with the Natomas Community Association, the North Natomas Community Coalition, Jibe, Sacramento Area Bicycle Advocates, and Civic Thread (formerly WalkSacramento). The applicant also worked with members of the We Want a Zoo group to hold a community meeting where the applicant team provided an overview of the project. The comments received during the Fall of 2019 are summarized below:

File ID: 2022-00285 Consent Item 12
February 8, 2022
powered by Legistar™
City of Sacramento
• Large employment-generating uses should be a priority for this site. • No housing should be allowed until a large employee-generate use is established. • Housing should include luxury housing.
• The streets within the project area should be two-lane streets because the streets surrounding the site – East Commerce Way, Del Paso Road, Truxel Boulevard, and Arena Boulevard – are all multi-laned roads that prioritize vehicles and are not safe for bicycles and pedestrians.
• The project should provide dedicated lanes for bicyclists with strong north-south and eastwest connections that allow bicyclists to avoid the busier streets located just outside the project area.
• The habitat and the body of water located in the project site should be retained to protect the heron and egret rookeries that have established in the trees. • The Sacramento Zoo should be located to the project site.

In July 2021, the applicant submitted a revised draft PUD and plans for the California Northstate University (CNU) Medical Campus. A summary of how the revised project responds to community comments is provided below:
• The CNU Medical Campus includes two large employers – a hospital and a university – and will create a wide variety of employment opportunities. • The proposed development standards provided in the Innovation Park PUD and the proposed rezone from Sports Complex (SPX-PUD) to General Commercial (C-2-PUD) will allow a variety of housing, from affordable to move-up housing; the types of jobs that will be offered at the CNU Medical Campus may increase the demand for high-end housing thus ensuring this type of residential development.
• The project was also updated to provide a dedicated Class I shared use path along the perimeter of the project site (adjacent to “C” Street) as well as protected bike lanes within the project site.
• The Environmental Impact Report includes the review of the riparian woodland around the perimeter of the baseball field area.
• In order to address the community’s desire to have a large employer, the project applicant opted to pursue the CNU medical campus to located on the site instead of the Sacramento Zoo.

A revised draft of the Innovation Park Planned Unit Development (PUD) Guidelines and the California Northstate University Medical Center project was made available to the public on September 22, 2021. The applicant recently presented the draft Innovation Park PUD and the CNU Medical Center and Campus plans to the North Natomas Community Coalition.

Staff created a website for the Innovation Park project so that anyone interested in the project would have access to project information and documents. The website also provides

File ID: 2022-00285 Consent Item 12
February 8, 2022
powered by Legistar™
City of Sacramento
information on upcoming hearings and links to staff report. Staff sent out a link to the website to all community groups registered with the City of Sacramento and to all who commented on the project in 2019. As of the writing of this report, staff has received two comments that expressed support for the project because it includes the development of the hospital.

On October 28, 2021, the Innovation Park Planned Unit Development project was presented to the Planning and Design Commission for review and comment. At this meeting, the applicant provided an overview of the project and the commissioners and public had an opportunity to provide early feedback.

Figure 1: Vicinity Map
Background Information
The project site consists of approximately 183-acres and is currently improved with the former Sleep Train Arena and practice facility for the Sacramento Kings. Parking lots surround the arena buildings and a portion at the north of the site is unimproved. Within the unimproved area is a partially constructed baseball field filled with water. The site is currently accessed by West Entrance Road and Main Entrance Road at the west of the site and East Entry Road to the east, with a curvilinear road, Sports Parkway, that borders a portion of the site.

The complex opened in 1988 and was originally named the ARCO Arena, then Power Balance Pavilion and finally Sleep Train Arena. The arena and practice facilities housed the Sacramento Kings through the year 2017. The site also hosted concerts and events but has been largely unused since 2017. The project scope includes the demolition of the former arena and practice facilities.

The project site is surrounded by a mix of uses including commercial centers to the northwest and southeast of the site, office complexes to the north and west, a hotel to the south and existing and planned residential uses to the east and west of the site.

Project Description
The Innovation Park project includes Planned Unit Development (PUD) Guidelines and necessary land use entitlements to facilitate an urban infill development that includes housing, employment, education, health care, and a variety of goods and services. The only development project being proposed with these entitlements is Phase 1A of the California Northstate University (CNU) Medical Campus Center. Phase IA consists of a 730,000 square-foot hospital with a helistop and a supporting central plant with parking.

Future phases of the CNU Medical Campus Center will be phased over approximately ten years and is to include a university campus, medical offices, a childcare center, a care facility for active seniors, and a variety of supporting services such as commercial and retail uses. While the only construction proposed with this application is the hospital and helistop, staff is also evaluating the operations and impacts of the future university for a conditional use permit. The design and site plan for the university will be part of a future application. Total development anticipated for the entire medical campus is approximately 3,680,000 square feet.

General Plan Land Use Designation Amendment
The applicant is proposing to amend the General Plan Land Use Designation from Urban Center High to Urban Center Low. A comparison of the two designations is provided in Table 1 below.

Table 1: 2035 General Plan Land Use & Urban Form Designation Comparison Guidelines Standards
Building Height
(in stories)
Minimum
Density (du/na*)
Maximum
Density (du/na)
Minimum
Floor-Area-Ratio
Maximum
Floor-Area-Ratio
Urban Center Low 2-7 20 150 0.40 4.0
Urban Center High 2-24 24 250 0.50 8.0
*du/na signifies dwelling units per net acre
Both the Urban Center High and Urban Center Low designations allow a variety of uses including high-density residential, office, and commercial uses. The Urban Corridor High designation, however, requires a density for residential development that may be unsupportable by the market in the area as the North Natomas area is generally low to low-medium intensity of development. The concern is that with a minimum density requirement that is too high, the number of resulting residential units may be too low to create the balance of housing, jobs, and neighborhood-serving goods and services that

is envisioned in the designation. At a minimum of 20 du/na, the Urban Corridor Low designation, alternately, offers an intensity of development that is higher than typical existing development in North Natomas, but also at a density that is more likely to result in residential development.

The project is proposing to amend a North Natomas Community Plan policy related to shared parking spaces. The North Natomas Community Plan was originally approved in May 1994. At this time the arena was fully functioning as a sports arena and event venue.

In 1992, the Sacramento Regional Transit Board of Directors approved a DowntownNatomas-Airport Refinement Study that identified a need for parking spaces in North Natomas to support the planned light rail system. In response, a park-and-ride policy was included in the 1994 North Natomas Community Plan to secure parking near light rail stations for commuters. The policy included the provision of 300 shared parking spaces on the arena site to support the future light rail station along Truxel Boulevard.

At the time community plan was adopted, this park-n-ride concept was a way to maximize the use of the arena parking lot that was largely vacant during non-event hours. However, the requirement for shared parking spaces is no longer appropriate because the higher intensity of development that is required in the Urban Center Low designation would better support the use of transit than shared parking spaces would.

Staff is proposing to remove the policy (shown below) from the North Natomas Community Plan.

NN.M 1.9 Park-n-Ride Facilities. The Downtown Natomas Airport (DNA) corridor Route Refinement Report identifies a need for a minimum of 900 parking spaces in the North Natomas community. The report identifies 375 park-n-ride spaces on 3.3 acres at the Truxel and I-80 station, and 225 spaces on 2 acres at the Town Center station. These 600 spaces would be exclusively park-n-ride spaces. The last 300 spaces would be joint-use spaces located at the Arena station. Any additional parkn-ride spaces required to meet air quality or other goals and park-n-ride spaces at bus transit centers shall be designated as permanent joint-use. Park-n-ride facilities shall maximize the use of shared parking arrangements with any public or private use.

Removal of community plan policy NN.M 1.9 does not preclude future shared parking opportunities should development within Innovation Park have available spaces, but the goal of the Innovation Park development is to provide just enough parking to support the proposed uses while encouraging those who live and work in the area to walk, bike, and take transit. The intensity of uses planned within the PUD will better support the future light rail station by providing more ridership than would a 300-space parking facility dedicated to park-n-ride visitors who drive to the site.

Rezone
The project site is currently zoned for a sports complex use (SPX-PUD). This zone is for a very specific use and allows only a limited number of uses that support a sports complex use, such as amusement center uses, restaurants, and retail stores. Residential

uses are not allowed in the SPX-PUD zone. The applicant is proposing a rezone to the General Commercial (C-2-PUD) zone to allow for a variety of uses that are envisioned in the Urban Center Low designation. Uses allowed in the C-2 zone include residential development and a wide variety of commercial and institutional uses. However, the General Commercial (C-2) zone also allows uses that are not compatible with the development desired in the Innovation Park area. To remedy this, the Innovation Park PUD will prohibit uses within the PUD area, such as auto-related uses, that are normally allowed in the C-2 zone.

Staff supports the rezone because it allows the opportunity for a variety of housing, employment, and commercial uses consistent with General Plan Urban Center land use designation. The rezone is also consistent with General Plan goals and policies including supporting infill development; providing for a mix of residential types and densities; connecting communities; creating a mix of uses that would promote walking, biking and transit use; and provide community amenities such as open space, schools, and health services.

Development Agreement
The North Natomas Community Plan requires a Development Agreement be executed between the City and applicants for all development in the North Natomas Community Plan area. Development Agreements are entered into by the City and a developer to define a development project’s commitments for a specific period of time and to ensure participation in the North Natomas Finance Plan. The applicant has coordinated with City staff to include special conditions in the Development Agreement to address provisions specific to the development of the property within the Innovation Park Planned Unit Development Area. The Innovation Park Development Agreement includes special conditions to address the timing of constructing specific traffic signals and parkland dedication. As is standard with all Development Agreements in the North Natomas area, the Agreement will have a 15-year initial term with up to three five-year extensions.

Mixed Income Housing Strategy
The Mixed Income Housing Ordinance (Chapter 17.712) requires projects over 100 gross acres to establish a Mixed Income Housing Strategy. The Mixed Income Housing Strategy, which requires Council approval, must demonstrate how the project provides housing for a variety of income levels and family types consistent with the policies of the General Plan’s 2021-2029 Housing Element.

At this time, the Developer is entitling the property, but is not proposed a specific residential development at Innovation Park. To ensure that affordable units and associated infrastructure are incorporated into Innovation Park, the Developer worked with City Planning Staff and the Sacramento Housing and Redevelopment Agency (SHRA) to develop a multi-faceted approach that requires the future residential developer to choose a path for providing affordable units.

Residential developers have two options in providing affordable housing that must be addressed prior to issuance of any residential building permit:
1) The developer must amend the Mixed Income Housing Strategy to provide further detail on how to build or cause to build 10% of the proposed units as affordable; or
2) The developer must dedicate 2.0 net acres to the Sacramento Housing and Redevelopment Agency so that the Agency can development affordable housing concurrently with the market rate housing.

After 1,500 market rate residential building permits are issued in the Innovation Park PUD area, the options for residential development changes:
1) The developer must build or cause to build 10% of the proposed units as affordable; or
2) The developer must pay the Housing Impact Fees adopted at the time of building permit issuance.

If future developers choose to offer 10% of the units as affordable, the affordable units will have affordability levels set at or below eighty percent (80%) of area median income applicable to Sacramento County, adjusted for family size as published and annually updated by the United States Department of Housing and Urban Development.

This Mixed Income Housing Strategy provides a necessary flexibility that contributes to the City of Sacramento’s housing goals during this statewide housing crisis, ensures affordable units will be incorporated with any market rate units, and that the associated infrastructure can be developed to support the housing.

Innovation Park Planned Unit Development
The purpose of planned unit developments is to provide guidelines and policies to ensure the development of large areas result in a well-integrated community. These guidelines include design principles, development standards, and land use concepts that will be applied to all future development in the area. The Innovation Park Planned Unit Development (PUD) establishes eight design principles that are tailored to be sensitive to the surrounding area while providing the North Natomas Community and the entire city a unique district that offers a variety of employment, commercial, residential, and health-related uses at an intensity of development that will support transit and create a walkable community.

The following design principles serve as the foundation for the Innovation Park PUD:
1) Create guidelines that allow flexibility and respect the development and market context.
2) Allow for a horizontal and vertical mix of uses.
3) Guide decision making and anticipated implementation needs over an extended period of time.
4) Accommodate a variety of housing types and densities.

5) Create walkable and bikeable neighborhoods and districts. 6) Support opportunities for employment, medical and commercial uses. 7) Establish a multi-modal environment.
8) Foster the creation of infill development that is composed of distinctive and attractive districts with a strong sense of space.

The Innovation Park PUD is divided into three Districts, each with a strong sense of place with unique characteristics that accommodate different but complementary uses:
 Health District. A 46.4-acre site that will serve as the site for the CNU medical campus with complementary commercial, retail, and medical office, residential for seniors, a childcare center and an educational institution with student and faculty housing.  Innovation District. This 25.2-acre district will encompass a mix of higher intensity uses including office and residential mixed uses.
 Life District. The Life District is a 46.2-acre district that will provide a mix of neighborhoods, parks, and a school. It also would allow for a variety of commercial services including local-serving retail and hotels.

Parks and Open Spaces
The Innovation Park PUD will establish a network of active and passive parks and open space areas that will includes a mix of public and semi-public spaces to satisfy the Figure 2: Innovation Park Districts

development’s Quimby parkland dedication obligation. The PUD currently identifies five park and open space opportunities that are being considered:

1. Located at the center of the Plan Area is the “Urban Plaza” encompassing approximately 0.8 acres. This plaza could be designed for programmed activities such as outdoor events and gatherings, and group fitness classes and potentially surrounded by commercial uses with outdoor dining.

2. The “Nature Park” is a natural passive open space park encompassing approximately 4.5 acres that will use elements of existing habitat already found in the Plan Area. The “Nature Park” would be an opportunity for nature-based programming and passive open space.

3. The “Innovator Loop” is a wide linear parkway encompassing approximately 6 acres, with an off street,16-foot Class I shared use path with landscape areas.

The linear parkway is designed to follow Sports Parkway and would interconnect to residential neighborhoods and commercial areas, and existing developments around the PUD. Two small pocket parks at the east and west sides of the loop provide nodes of passive or active recreation.

4. An elementary school may be located within the Life District. The school grounds’ sports fields could provide for approximately 4.4 acres of joint use sports fields for after school hours organized sports.

5. The CNU Hospital/Medical Campus grounds will include approximately 9 acres of accessible open space that could contain features such as an amphitheater, lawn terraces, meditation areas, picnic areas, play areas, and specialty gardens. CNU will be required to comply with Quimby obligations for approximately 2 acres and has the option to get credit for on-site private recreation facilities.

Figure 3: Open Space & Parks

Staff and the applicant submitted the proposed project to the Parks and Community Enrichment Commission on November 4th for review and comment. The Commission discussed locations of connections to area off-street bikeways and the new aquatics and community center located northeast of the PUD. Further discussion was related to the joint agreement between the school district and the Youth, Parks & Community Enrichment Department for use of school grounds as dedicated park land. Staff and the applicant were able to satisfactorily respond to the commissioners’ comments and the Commission was supportive of the proposal.

Circulation
Vehicular Circulation
The proposed Tentative Subdivision Map establishes the backbone roadway system for the site, which includes Innovator Drive (north-south connection), Sports Parkway/“C” Street (Loop Road), “B” Street (east-west connection), “D” Street (the extension of East Entrance Road), and “E” Street (Fire Star Way) which provides for a second connection to Del Paso Road.

As is shown in Figure 4 below, all proposed streets will be two-lane roads with the exception of Innovator Drive and B Street along the north and east side boundary of the CNU site. Secondary roads are not included in the proposed Innovation Park project at this time because their locations and shape will be determined by the use or type of future developments occurring in the project area.

Figure 4: Vehicular Circulation
Bicycle and Pedestrian Circulation
Streets in areas of higher intensity of development will have an 8-foot planter and 8-foot sidewalk to accommodate heavy pedestrian traffic and large shade trees. Residential streets with lower density may have narrower sidewalks since pedestrian traffic would not be as busy, but residential streets will still have an 8-foot planter.

The applicant is proposing a 16-foot-wide Class I (off street) bicycle/pedestrian path along the perimeter of the project site adjacent to Sports Parkway (Loop Road) and at north of the West Entrance Road. Protected Class IV separated bikeways on the proposed Innovator Drive (“A” Street), Main Entrance Road (“B” Street), and West Entrance Road (“D” Street). Class II bike lanes are proposed at the old Sleep Train Arena entrances to the project site, West Entrance Road (‘D’ Street), and Main Entrance Road (‘B’ Street) at the west, South Entrance Road (‘A’ Street) to the south, Arco Arena East Entry (‘B’ Street) at the east, and Five Star Way (‘E’ Street) and Town Center Drive (‘A’ Street) to the north. Figure 5, below, shows the proposed bicycle network.

Figure 5: Bicycle Circulation
Transit and Alternate Modes
The future extension of the Green Line of the Sacramento Regional Transit’s Light Rail system is planned to run from the Central City, through the South and North Natomas Communities and end at the Sacramento International Airport. Currently, the Green Line has active light rail stations up to Richards Boulevard in the River District (Township 9 Station). The Green Line is planned to cross the American River Parkway, run through South Natomas along Truxel Boulevard, cross Interstate 80 and then continue north up Truxel Boulevard, and eventually turning west and making its way over Interstate 5 to the Greenbriar/Northlake Development and then terminating at the Airport. (See Figure

6.) Currently, there are three bus lines that serve the entire North Natomas area, via Sacramento Regional Transit. In addition, RT offers SmaRT Ride, on-demand shuttle services that includes the majority of the North Natomas area. This temporary service is funded by a grant, and because of its success, may be extended.

Figure 6: Green Line, Planned Light Rail Stations
The Innovation Park PUD identifies several transit supportive elements built into the plan that can create a need for various forms of transit services such as more bus routes, demand-response modes, and vanpool services. Project elements that support transit identified in the PUD include the following:
 Transit-oriented urban form and land uses including high intensity employment and residential development;
 Strong connections to bicycle and pedestrian facilities that connect to future light rail stations and provide access to future bus routes; and  Well-defined core area/destinations that support “last-mile connectivity.” The alignment of the future Green Line is located to the east of the project area.

Currently, the 183-acre project site is underdeveloped with an arena and practice facilities and approximately 90 acres of parking lot. The site is currently zoned for a sports complex which only allows a limited number of uses and prohibits residential development. The Innovation Park PUD will develop with an allowed range of 20-150 dwelling units per net acre or a floor-area-ratio of 0.4-4.0. This high intensity of development and the mix of uses allowed in the proposed General Commercial (C-2) zone and Urban Center Low designation will result in ridership that will support transit.

The Innovation Park PUD also calls for a system of bike lanes, protected bike lanes and bike trails that will enable the use of alternative modes of transportation and connections to public transit.

The North Natomas community has a Transportation Management Association (TMA) that is funded by a Community Facilities District. The non-profit Transportation Management organization, Jibe, administers the TMA and provides a variety of services and programming to encourage the North Natomas residents and business employees to walk, bike, and use public transportation. One of these programs includes a commuter shuttle service that transports North Natomas residents and employees to the downtown area. The Innovation Park project will be required to annex into this district.

Projects that are considered major employers (see City Code 17.700) are required to establish a Transportation System Management Program (TSMP) that identifies ways to reduce vehicle miles traveled. The California Northstate University, as a major employer, is required to have a TSMP for their hospital and college campus. Additional TSMPs will likely be developed as Innovation Park is developed. These TSMPs will assist to encourage employees to take transit or alternate modes of transit.

Development Standards and Design Guidelines
Planned Unit Developments (PUD) can include development standards and design guidelines that are unique to the project. A PUD also establishes design principles and guidelines that are applied to development in the PUD area and are used by developers when designing a project and by planners when reviewing entitlement applications.

The applicant is relying primarily on the development and design standards in the Planning and Development Code to guide development within the PUD, with just a few proposed modifications to be included in the PUD to tailor the redevelopment of the site toward the more desired urban form. Instead of being prescriptive, the Innovation Park PUD conveys the overarching character of the PUD area and provides design guidelines and concepts to achieve this vision. Two important urban form concepts that the Innovation Park PUD captures is treatment of the street edge and the pedestrian experience, both of which are provided in more detail below.

Street Edge to Engage the Street
In denser urban environments it is important for development to have a positive street edge in order to create an active, interesting and engaging streetscape. Throughout the Innovation Park PUD, direction is provided on how to achieve this:
 Front entrances should face the street.
 In residential development, street front entrances to individual units are encouraged.
 The main building entrances should be easily recognizable with enhanced design elements, materials, and landscaping features.
 Setbacks should be shallow and consistent to engage the street and create a consistent street wall.
 Prominent architectural features are important at prominent corners.

 Outdoor seating is encouraged.
 Courtyards, patios, and landscaping can be used at entryways to make the street edge more interesting.

Pedestrian Amenities
Urban areas offer a mix of uses and have high pedestrian traffic. The Innovation Park project addresses concepts to support safe and comfortable experience for pedestrians:
 Sidewalk and tree planter areas are 16-feet wide on commercial boulevards.  8-foot-wide tree planters will allow for a large tree shade canopy.  Design for employment-generating uses will provide for a pedestrian-friendly setting with ample open space.
 The PUD encourages employment generating uses to provide for a mix of supporting uses such as commercial, retail, and residential uses to encourage pedestrian and bicycle use and reduce dependance on car.

Tentative Subdivision Map
The applicant is proposing to subdivide 183.7 acres into 34 lots. Of the 34 lots, a total of

11.8 acres will be dedicated to the City for the Class 1 bike trail and open space. One

1.7-acre lot will be dedicated for a SMUD facility and a 12-acre site is reserved for an elementary school with a joint-use park.

The applicant is also requesting a deviation to tentative map standards by proposing non-standard centerline radii at two locations along the northern curves of the Loop Road (“C” Street). The purpose of this request is to avoid skewed intersections at “A” and “E” Streets. To address the modification, the applicant proposes measures to control vehicle access, remove on-street parking and provide signage and striping in specific areas. The Department of Public Works has reviewed and accepted the tentative map deviation given the low traffic volumes, limited access around the curve, and the geometry constraints of the framework roadway intersections. The final design elements, signage and striping will be designed for the review and approval of the Department of Public Works.

The Subdivision Review Committee reviewed and approved the tentative subdivision map and conditions of approval on November 17, 2021. The tentative subdivision map and justification for the deviation to tentative map standards can be found in the Attachments.

Bicycle Master Plan Amendment
The 2016 City Bicycle Master Plan (Plan) was developed to serve the recreational and transportation needs of the public. This Plan was adopted by the City of Sacramento in 1995 and has since undergone several updates and revisions. As described in the Bikeway and Pedestrian Circulation section above (See Figure 5), the Innovation Park project is proposing a Class I trail around the perimeter of the site and protected bike

lanes. The requires an amendment to the Bicycle Master Plan to include the following modifications:
 Remove a short east-west Class I trail on south side of west entrance while retaining the Class I trail on the north side;
 Add the Class I trail that located around the Loop Road (Sports Parkway); and  Add proposed protected lanes (Class IV).

The proposed amendments were presented to the Active Transportation Commission on October 21st. The Commission supported the proposed amendment and proposed further modifications to the bicycle circulation that the applicant was able to incorporate into the project, including a Class I connection at the West Entrance Road and protected lanes on both West Entrance Road and the Main Entrance Road.

California Northstate University Medical Campus
California Northstate University (CNU) is an institution dedicated to educating, developing, and training individuals to provide competent, patient-centered care. The University was established to address the need for more primary care physicians trained in California. It is the goal of the CNU to create life-long learners that are trained to serve the community as leaders in health care science, education, and research.

CNU has the following objectives for the Medical Center Campus Project at Innovation Park:
 Offer innovative, high-quality health care for patients residing in the Natomas Area.

Develop a hospital that will be in close proximity to the proposed California Northstate University campus to provide training opportunities for its students.  Promote new, highly accessible, and innovative care models by designing facilities to incorporate the most advanced techniques available for diagnosis and treatment.  Provide trauma services (Planned Level II after certification) to respond to incidences of mass casualty and other emergency response needs of the City and region and to provide for healthcare and emergency services along the Interstate I5 corridor.  Develop an integrated university campus to accommodate all the colleges within California Northstate University. Design facilities to create a distinct campus identity through the use of consistent materials and colors, pedestrian-friendly circulation and attractive site features such as open space and other amenities for staff and University community.
 Provide for Clinical Laboratory and Pharmaceutical Research and Development Facilities to support the medical mission of CNU.
 Provide for student, faculty, and senior housing to service the CNU community.  Accommodate helicopter access directly to the facility and design helipad facilities in accordance with the following objectives:
o To lessen significant impacts on the surrounding community; o To locate the helipad to meet the functional needs of the hospital;

o To comply with all applicable regulatory and life safety requirements for helipads and helicopter travel, including but not limited to Federal Aviation Administration (FAA) requirements for flight path obstruction clearance; o To locate the helipad on a site where access is controlled, to ensure public safety during helicopter landings and take-offs;
o To construct a visually unobtrusive helipad, integrating into the design of the building.
 Provide economic stimulus for the City of Sacramento and the surrounding region by creating high paying jobs that will have a multiplier effect on regional economic growth;
 Develop a staff and patient-friendly hospital with a convenient location, available parking, efficient patient, and emergency access in close proximity to amenities and patient services.

CNU is proposing to locate a medical campus within the Health District of the Innovation Park PUD area. The entire CNU medical campus includes a hospital with a central plant and a helistop; medical office buildings; university buildings for administrative offices, classrooms, and instruction; laboratories and pharmaceutical research facilities; dormitories for students; apartments for faculty; a childcare center with roof-top sports facilities; and a senior care facility. Several of the buildings include underground parking and the project includes three parking structures with ground floor tenant space for commercial, retail, and restaurant uses. The medical campus will be developed over four phases and 10 years as is shown in Table 2.

Table 2: California Northstate University Medical Campus Phasing Plan Phase Years Buildings
1A 2022-2026 Hospital 730,000 sf, 98,000 sf to be shelled Central Plant with Parking 90,000 sf
1B 2022-2026 University Building 256,000 sf
Pharmaceutical Building 200,000 sf
Central Plant 174,000 sf
2 2025-2029 Hospital remaining 98,000 sf shell space
Ambulatory Care building 175,000 sf
Medical Office Building 150,000 sf
Parking Structures 380,000 sf
University Building 216,000 sf
Admin/Dormitory Building 140,000 sf
Faculty Housing Building 126,000 sf
Childcare Center 13,500 sf of 27,000 sf
Pharmaceutical/Laboratory Bld. 240,000 sf
3 2028-2032 University Building 189,000 sf
Retail/Parking Structure 257,000 sf
Admin/Dormitory Building 140,000 sf
Faculty Housing Building 126,000 sf
Childcare Center remaining 13,500 sf of 27,000 sf
Senior Care Facility 86,400 sf

Figure 7: California Northstate University Medical Campus Conceptual Plan CNU Site Plan and Design Review
The California Northstate University (CNU) Medical Center project is a multi-phase campus of research, teaching and healing. The site planning is a reflection on the long term uses and community contribution as an employer, community service and iconic “center” for Natomas. Open space is provided for campus events, community events and general public use. Clusters of buildings grouped by use – education, research, and student and faculty residential – are proposed to be sited around the open space area.

The Site Plan and Design Review entitlement requested with this project will be for only Phase 1A of the project, which includes the hospital and its supporting central plant.

However, site plan concepts for future phases were provided by the CNU team to convey the overall vision for the medical campus at buildout. All future phases will be required to go through Site Plan and Design Review process.

Hospital
Driving the design of the building is a Department of Health Care Access and Information (formerly named Office of Statewide Health Planning and Development/OSHPD) requirement to raise the critical facilities above a 200-year flood level and various programmatic uses. Each use – medical services, circulation, and patient wings – have different programmatic needs for continuity and special relationships and are reflected in their floor plan configuration. Stacking those programmatic floor plates results in the unique and significant building form.

The building reflects Sacramento in its recognition of the region’s flood plain, intense summer sun needing shading on wall glazing and lighter color materials to avoid heat gain and reradiation to the surrounding environment. The overall building is designed to meet the requirements of LEED (Leadership in Energy and Environmental Design) Gold Status. The hospital building has 14 stories, including a 76,000 square foot ground-level medical clinic level, 12 stories for hospital functions and patient rooms, and a mechanical level. The building is approximately 730,000 sf in size, with up to 420 patient beds at full buildout. The initial submitted phase contains 263 patient beds.

The hospital structure has a nine-story central tower and two seven-story patient-bed wings with a floor plate area of 37,000 square feet atop a three-story, main hospital podium. Hospital administration would be housed on the 12th level of the central tower.

A helistop is located on the roof of the eastern hospital wings. The hospital will also have clinical labs, a pharmacy, and other support services. The highest point of the building is the central tower crown approximately 280-feet above ground level.

Design Details
Diagnostic and Treatment Podium: This component consists of a four-story podium including the ground-floor medical clinics. The ground-floor medical clinics are not required to be above the flood plain level. There is a fourth-floor transitional level with the cafeteria, the kitchen, and a mechanical floor level. The total area of the groundfloor medical clinics, diagnostic and treatment podium, and fourth-floor transitional level are approximately 383,300 sf.

The four-story podium, upon which the Central Tower and East and West Patient Bed Towers sit, is a rectangular building finished with concrete pre-cast panels in a staggard undulation pattern, concrete masonry unit elements on the first floor, and tall, rectangular windows interspersed throughout.

Hospital Public Entry. Above the four-story podium at the south elevation is the hospital’s main entrance, emergency room, and urgent care entrances. In contrast to the concrete finishes of the podium structure, the hospital’s main entrance includes a semi-circular, five-story tall, glazed curtain wall structure. This structure creates a prominent entry area for visitors which separates the entrance area from the medical facilities located on the first floor. The highly transparent structure is capped with a sloping metal roof which tapers from a five-story height near the hospital tower down to

a height of four stories as it approaches the main entrance. The main hospital entrance also incorporates a large canopy feature which serves to frame the entrance to a more human scale and provide shelter from the elements during patient drop-off. The canopy is finished with similar metallic elements found throughout the hospital design.

An additional curved, glazed curtain wall, which extends from the podium’s ground floor to the low point of the Central Tower’s crown, is located at the interior of the lobby area and serves as the Central Tower’s façade at the south elevation.

At the transition level between the podium and tower structures, the podium is finished with aluminum composite paneling throughout.

Central Tower: The hospital is designed with a rounded, nine-story central tower which sits atop the Diagnostic and Treatment Podium. The central tower’s design serves as a transitionary element between the podium and the two patient bed towers which flank the tower on either side. Like the podium, the central tower is finished with metal or glass fiber reinforced concrete (GFRC) paneling.

In addition to the panels, the tower’s south elevation is finished with aluminum composite paneling, and a curved, glazed curtain wall which extends from the first floor to the low point of the tower’s crown and contains many of the same design elements found at the podium’s main entrance. The glazed curtain wall is covered with a perforated metal screen as a response to Sacramento’s southern and western heat gain and light glare. The perforated screen provides an opaque shading element to the tower in contrast to the highly transparent glazed curtain wall and includes wide rectangular cutouts which frame the curtain wall at each floor. At the top of the hospital tower is a sloped tower crown finished with metal fins.

The Central Tower’s east and west elevations are finished with metal or GFRC paneling and vertical bands alternating between aluminum panels and windows at each floor.

The tower’s northern elevation consists of a glazed curtain wall not dissimilar from the curtain wall located at the southern façade of the building.

Two seven-story patient towers are attached to the Central Tower on both sides. Seen from above, the two towers appear as elliptical leaves sitting atop the rectangular podium structure. The patient wing glazing is provided with vertical screen elements that are both architectural and a response to Sacramento’s western heat gain and light glare.

Figure 8: California Northstate University Medical Campus – Hospital Looking East on B Street Central Plant
The Central Plant provides power and heating to the CNU Medical Center campus and includes four diesel-powered emergency generators on the second floor. Approximately 90,000 gallons of diesel fuel would be stored in two underground tanks that would be designed to withstand being submerged during a flood event. The Central Plant Building is 174,000 square feet in size and consists of the 30,000 square feet Central Plant operations, a 28,000 square foot mechanical yard, and two floors of parking totaling 58,000 square feet.

In response to Planning and Design Commission feedback at the October 28th Review and Comment item, the Central Plant was designed to relocate the yard in-board to the loading area and the oxygen tank was moved to the interior and the northwest parking entry drive was removed and relocated to the south end of the structure. The building is designed to have a more prominent street edge and incorporated metal screen features at the lower level that angle off the building, similar to the design of the hospital wing panels. The screens provide a textured vertical element and incorporate vegetation that climbs up the building to soften the street edge while screening the interior of the structured parking areas. As the vegetations thins upward, the screening transitions to a translucent material to conceal the Central Plant equipment and parking while also providing air circulation, natural light, and some visibility into and out of the building to enhance security.

The Design Advisory Group (DAG)
The Design Advisory Group (DAG) was engaged on the project review in a very preliminary pre-application stage. The DAG is of course advisory and seek to add additional perspectives on design solutions. The designs were still being adapted to the Sacramento site and numerous comments were provided that related to that early stage of design. The applicant team has reviewed all comments and adjusted the design where they are able reflecting on the broad concept from which the comments were made.

Vehicle Parking
Phase 1A includes the construction of the hospital and a central plant that services the hospital. Phase 1A is comprised of 263 hospital beds and 381,000 square feet of office, clinics, pharmacy, and other hospital-supporting services. Per city code parking regulation (Chapter 17.608), the minimum parking requirement for the hospital and its supporting central plant is 231 spaces which reflects a 50% reduction in required parking because of the site’s proximity to a future light rail station.

Table 3: Proposed Parking (Phase IA)
Vehicle Parking Title 17
Minimum Parking
Spaces Required
(with 50% reduction)
Title 17
Minimum Parking Spaces
Required
(without 50% reduction)
CNU Proposed
Parking
Hospital 227 454 1498
Central Plant 4 8 8
Total 231 462 1,506
Figure 9: California Northstate University Medical Campus – Central Plant

CNU anticipates their needed parking for Phase 1A of the hospital is 1,506 spaces (1,498 for the hospital and 8 for the central plant). At full buildout of the hospital and college campus the hospital will have approximately 3,620 employees. For Phase 1A, CNU anticipates a total of 2,994 employees for Phase 1A and 1,554 patients or visitors each day; during the busiest shift, there will be 1,108 employees and 622 patients or visitors. The parking needs of the hospital assumes nurses and staff who work the night shift will be driving and that parking will be impacted by an overlap in shift changes. It also allows for parking to be provided for 80% of doctors and visitors whose highest numbers will be on site during the AM/PM shift which is the busiest shift.

Table 4: Proposed Vehicle Parking for Hospital (Phase IA) Number of
Employees/Visitors
Total
% Parking Spaces
Per
Employee/Visitor
Proposed
Parking
Spaces
Staff 1494 35.25% 527
Nurses 500 35.25% 177
Doctor 1000 29.6% 296
Patients/Visitors 1554 32% 498
Total 4,548 1,498
In summary, a total of 4,548 individuals may be at the hospital during an average day and 1,730 individuals may be at the hospital during the busiest shift (morning or evening shift), but CNU is proposing only 1,498 parking spaces. The applicant is proposing to utilize the existing arena surface parking lot and construct new temporary surface parking lots to address parking for Phase IA. For Phase IA, the proposed parking supply is as follows:

Table 5: Proposed Parking Spaces & Location (Phase IA)
Proposed Parking Spaces
Parking under hospital 249
Parking in central plant 248
Permanent surface parking 8
Temporary parking lot (new) 326
Temporary parking lot (existing) 675
Total 1,506
The existing and the new surface parking lots are considered temporary parking lots and will be phased out as the medical campus is developed. Only a portion of the existing arena parking lot, 675 spaces, will be used for temporary parking; the remainder will be used for construction staging area, parking for construction employees, and equipment.

The CNU goal is to minimize surface parking into order to maximize the open space area that serves as the centerpiece to the campus. At full build-out, the CNU Medical Campus will be served by two parking garages, below-ground parking in buildings, and a minimal number of surface parking spaces. The second parking garage may not be

constructed if not needed, and all parking garages have capacity to expand parking capacity through a stacking mechanism.

The site also provides for large drop-off areas in front of the hospital for shuttles and ride-sharing trips. To reduce vehicle miles travelled, Phase 1A is conditioned to provide parking for carpooling, reserve areas for transportation-sharing modes such as bicycleand scooter-sharing and provide charging stations for electric bicycles. Furthermore, as was mentioned earlier in the report, CNU is required to establish a Transportation Management System Plan to reduce vehicle miles travelled. In addition to implementing this plan, CNU will continue to explore ways to reduce vehicle miles travelled as well as continuously evaluate its parking needs as the project develops.

Phase 1A also includes a small permanent parking lot with 21 spaces that will serve the future college campus but was included in this first phase to provide permanent infrastructure for electric vehicle charging stations to serve the hospital. As the area around the hospital builds out in future phases, charging stations will be constructed to serve the hospital and the charging stations in the smaller lot would then serve the college.

Electric Vehicle Parking
The Building Code requires 6% of all required parking spaces be “EV Capable” which means the installation of the enclosed conduit that will accommodate the future installation of a circuit and charging station. Phase IA of the CNU development would require 14 EV Capable parking spaces. The CNU is greatly exceeding that amount by proposing a minimum of 75 fully installed EV parking spaces. The charging stations will be provided in the Central Plant parking lot, the parking area under the raised driveways and in a small parking lot along the eastern edge of the site.

Bicycle Parking
The bicycle parking requirement for Phase I is 87 long-term spaces and 34 short-term spaces. The applicant is proposing to meet the required 34 short-term bicycle parking spaces and exceed the city requirement for long-term parking by proposing 135 longterm spaces. The long-term parking spaces exceeds requirement for long term parking even when the 98,000 sf of the hospital that will remain a shell during the Phase I is fully built out in Phase III, thus ensuring facilities needed to house long-term bicycle parking.

Table 6: Proposed Bicycle Parking (Phase IA)
Bicycle Parking Long-Term Short-Term
City Required CNU
Proposed
City Required CNU
Proposed
Hospital 85 195 32 32
Central Plant 3 3 2 2
Total 87 198 34 34

Deviation for Loading Docks
The city code requires hospitals to have one loading dock per each 40,000 square feet in total gross floor area (City Code 17.608.050). This would require the CNU hospital to have a total of 18 loading areas. The project is only proposing four loading areas. At full build out, it is anticipated that the hospital will have 110 truck deliveries a day. CNU reports that the need for only four loading docks has been validated with comparisons to other hospital of similar size and function. Staff supports this deviation because the delivery trucks have direct access to the loading docks off B Street and there is ample turn-around area to provide sufficient circulation for trucks to access, load/unload and exit the site in an efficient manner.

Conditional Use Permits
Three conditional use permits are being requested for the hospital, helistop, and college campus, all of which support the CNU Medical Campus. In reviewing requests for conditional use permits, staff must look at potential impacts to the public health, safety, convenience, and welfare of those residing, working, visiting or recreating in the surrounding area and that the project would not create a nuisance.

A traffic analysis was conducted to evaluate the impact of the hospital and college campus at full buildout. The analysis took into consideration vehicle-miles traveled, operational functioning, and needs of emergency service vehicles. Whereas the Innovation Park PUD area is largely served by 2-lane public streets, the streets to adjacent to the north and the east of the CNU Medical Campus Center are planned for four-lane roads with sufficient traffic lights and turn lanes to ensure the campus is easily accessible and that emergency vehicles can easily maneuver to their destination.

California Northstate University Hospital
The hospital consists of the hospital building, the central plant, a laboratory that will be housed in one of the pharmaceutical buildings and developed during Phase 2 of the project. The hospital would house all acute-care services and include imaging, cardiology, urgent care and emergency department, obstetrics, neonatal intensive care unit, pediatrics, intensive and coronary care treatment, and others wellness-related functions. The hospital will also have clinical labs, a pharmacy, and other support services. The overall building would be designed to meet the requirements of LEED (Leadership in Energy and Environmental Design) Gold Status.

The clinical lab supports the hospital and is where patient tests are processed. The clinical laboratory will mainly serve the hospital, but as a common practice, will also be available to nearby clinics. The clinical laboratory is considered an accessory use to the hospital and is operated separate from the pharmaceutical manufacturing that is in the same building and serves the university. Clinical laboratories are highly regulated and have three oversight agencies: 1) Cal OSHA, 2) Clinical Laboratory Improvement Amendment (CLIA) Certification, and 3) Health and Human Service (CMS) Approval.

Primary access to the hospital would be from Innovator Drive, approximately midway between Sports Parkway and B Street. The main entry road would be a four-lane facility that would rise about 14 feet between the intersection with Innovator Drive and the hospital entrance. The hospital’s ambulance and service and delivery entrances would be on B Street, approximately 203 feet east of Sports Parkway. The hospital’s ambulance bay would be located on the north side of the hospital, facing toward B Street, and would be accessed via an approximately 256-footlong ambulance entry road that would rise at a grade of approximately 7 percent from about elevation 19 feet to 38 feet at the hospital’s ambulance bays.

The CNU Hospital will be the destination for emergency ambulance trips. It is anticipated that at full build-out, the hospital would receive 4,200 ambulance trips per year, or approximately 81 per week. Ambulance siren activity would be most prevalent on arterials and collector streets leading to the proposed hospital, particularly Arena Boulevard and East Commerce Way. While ambulance noise is a common occurrence in an urban setting, ambulance sirens operating during the noise-sensitive nighttime hours have the potential to result in sleep disturbance at residences. The City Code exempts sirens and other emergency equipment and activity from City noise standards (8.68.030(C)).

Staff believes that conditional use permit findings can be made for the proposed project in that an operational analysis indicated the proposed roadways that serve the hospital will be sufficient to ensure adequate circulation and the project exceeds the City’s minimum parking requirements. Furthermore, the project supports the City’s goals related to promoting the provision of quality health care services and offering a variety of jobs that will support a healthy local economy. The hospital will also provide a large number of bicycle parking spaces to encourage use of the nearby bikeway network, provide parking spaces for ride-share opportunities such as shared bike and scooters, provide charging stations for electric bikes and assign priority parking for carpooling.

California Northstate University Helistop
A helistop would be constructed on the roof of the east patient-bed wing of the hospital tower. The CNU evaluated locating the helistop on either the roof of the hospital or on the ground. While a helistop on the ground would be less expensive than the rooftop location, the CNU decided a roof-top helistop would be the safer option because there would be less maneuvering between structures at ground level, and because it would allow for the most expeditious and effective transport of patients from the helicopter to the relevant part of the hospital, including the emergency and operating rooms. Also, a rooftop helistop is less disruptive as any air turbulence and noise generated would be well above ground-level activity. Furthermore, approach and departure paths for rooftop helistops are less restrictive and would not require building height restrictions near the helistop. Rooftop helistops have been included at other hospitals in the region, including UC Davis Medical Center Tower II and the Sutter Medical Center Sacramento.

The helistop would be used exclusively for the transfer of patients and medical staff from one site to another; it would not serve as a permanent base for air ambulance vehicles, and no fueling, service, long-term parking, or storage of helicopters or related equipment would occur at the CNU Medical Center site.

A helicopter noise analysis for the helistop was completed in support of the project’s draft Environmental Impact Report (EIR). The noise analysis technical memorandum is included as an appendix (Appendix G) to the EIR. This noise analysis evaluated potential noise impacts associated with helicopter operations at the CNU Medical Center site. It was assumed that helicopters would primarily arrive and depart from along the Interstate 5 corridor as shown below in Figure 10. It was also assumed that based on prevailing winds and historic runway use at nearby Sacramento International Airport, an estimated 70 percent of flights would approach from the south and 30 percent would approach from the north. It is anticipated that helicopters would generally adhere to these flight paths except under certain weather conditions or a life-threatening emergency.

Figure 10: Proposed Helicopter Flight Path
The noise analysis assumed that under normal conditions, there would be approximately four arrivals and four departures per month. During particularly busy periods, there would be up to six arrivals and six departures each month. Although helicopters could operate at any time of the day, the helicopter noise analysis assumed that 80 percent of helistop operations would occur during daytime hours (7:00 a.m. – 7:00 p.m.), 15 percent would occur during evening hours (7:00 p.m. – 10:00 p.m.), and 5 percent would occur during nighttime hours (10:00 p.m. – 7:00 a.m.).

The analysis characterized noise using both community noise equivalent level (CNEL) and sound exposure level (SEL) noise metrics. CNEL was used to produce noise contours for purposes of identifying potential noise impacts to surrounding areas and SEL was used to identify the potential for sleep disturbance.

The California Airport Noise Standards (21 CCR 5012) states that “the standard for acceptable level of aircraft noise for persons living in the vicinity of airports is hereby established to be a community noise equivalent level (CNEL) of 65 decibels.” The helicopter noise analysis indicated that the CNEL contours would be limited to the CNU Medical Center property and that residential areas would not be exposed to helicopter noise levels in excess of the CNEL threshold.

The noise analysis indicated that noise generated by helicopter landings and takeoffs at the helistop on the roof of the proposed CNU hospital would expose nearby residential development to noise levels that may disturb the sleep of a small portion of occupants.

It is estimated that less than one helicopter trip per month will occur during the nighttime hours, so potential for sleep disturbance is minimal.

The design of the helistop and flight paths to and from the CNU hospital are subject to Federal Aviation Administration (FAA) guidance, regulations, and review. In addition, Caltrans Division of Aeronautics is responsible for issuing permits for all heliports (including helistops) in the State. The project is conditioned to be consistent with all FAA and Caltrans requirements.

Staff supports the conditional use permit for the helistop. Because of its location on the rooftop of the hospital, it would minimize air turbulence to surrounding areas, avoid the need to restrict the height of future nearby development, reduce ground-level noise disturbance, and maximize the safety of landings and take-offs. With a maximum of six flights per month, the helistop operations will not result in major noise or safety impacts to adjacent development. Furthermore, the helistop will provide an important role in providing potentially life-saving services during emergencies.

California Northstate University College Campus
The California Northstate University (CNU) mission is “to advance the science and art of healthcare through education, service, research and social accountability”. CNU was created to address the shortage of primary care physicians in California. Its first College of Medicine was established in 2001 and there are currently campuses in Rancho Cordova and Elk Grove. For the planned site in Sacramento, CNU will establish education curriculum for a number of disciplines including general medicine, psychology, dental medicine, healthcare administration and pharmaceutical sciences.

The campus will be comprised of graduate and doctorate level students who will benefit from a wide range of healthcare instruction through hospital rotations and residency programs.

The CNU university campus consists of three university buildings where classes will be held; two pharmaceutical buildings for research and develop to accompany the coursework; two dormitories, each with 150 units that will house 300 students (600 students total); and two faculty housing buildings that will each house 100 faculty families (for a total of 200 families). The dorm and faculty housing rents will be provided below-market and have a childcare center and senior care facility to serve the families

of the faculty members. At full building out, there will be up to 5,500 full time students and 1,680 university employees that include faculty, dorm and faculty housing managers, security, and building/grounds staff.

The pharmaceutical buildings are an important part of universities, particularly science universities, in that they provide facilities necessary for training, the research and development of new uses of medication or new drug development, and manufacturing of small batch medicinal molecules for pre-clinical and clinical applications.

Pharmaceutical manufacturing uses are considered ancillary to the college campus use and are strictly regulated by Food and Drug Administration (FDA) under Federal laws under the Current Good Manufacturing Practice (CGMP).

The campus will include a large open space area that will be owned and operated by CNU but accessible to the public. The open space area includes an outdoor venue where graduation ceremonies will take play in May and a White Coat Ceremony in the fall. CNU will also offer the outdoor venue to local schools for performance arts production. The events will take place mainly on the weekends and CNU does not anticipate the number of events to average more than one event per month.

Future development of the university will require Site Plan and Design Review (SPDR) to ensure appropriate building placement and design. The SPDR will ensure a functioning circulation pattern and sufficient parking. A conceptual site plan of the university campus and its open space area was reviewed and indicated that the site is large enough to accommodate adequate space for the buildings, open space, circulation and parking. The CNU college campus will be required to establish a transportation system management plan to reduce vehicle miles travelled.

Staff supports the conditional use permit for the college campus because it provides a higher education opportunity for Sacramento residents, addresses the need for healthcare professionals, and will generate job opportunities. The college campus will also provide an open space amenity that will be accessible to the public and which can be enjoyed by students, nearby residents, and employees of the hospital, university and nearby job centers.

Noise Variance for Construction
The Innovation Park PUD Draft Environmental Impact Report (EIR) includes a mitigation measure that requires all construction projects within the PUD area to prepare and implements a Construction Noise Reduction Plan (Mitigation Measure 4.8-1(a)).

Under this mitigation measure, applicants for individual projects proposed under the Innovation Park PUD require construction and demolition contractors to prepare and implement a construction noise reduction plan that is to be included in all grading, demolition, and construction plans. These plans address reducing noise from sources such as equipment, trucks, and impact tools (jackhammers, pavement breakers, and rock drills) and identifies appropriate locations for stationary noise sources and noise barriers. Advance notice is also required to be provided to all noise sensitive receptors located within 300 feet of demolition and construction activities by mail at least fourteen days before the beginning of construction activity, and the notice is to include the

approximate start date and duration of construction activities. All development within the Innovation Park Planned Unit Development Area is subject to this mitigation measure.

The City’s noise ordinance exempts noise sources associated with construction activity between the hours of 7:00 a.m. to 6:00 p.m. (Monday through Saturday) and 9:00 a.m. and 6:00 p.m (Sunday). The CNU hospital and central plant is scheduled to be completed by April 2025. To meet this projected schedule, working hours will require two, eight-hour construction shifts, six days a week. The applicant is requesting a variance to allow certain CNU hospital and central plant construction activities to take place outside of the hours of exemption. For activities associated with construction of the CNU hospital and central plant, such as continuous concrete pours, large-sized materials delivery, and/or crane erection, it may be necessary to conduct delivery or construction activities at night, either because of the technical needs of the construction operation (e.g., large concrete pours that must be undertaken in a single pour over many consecutive hours or days) or in order to avoid disruption to the local circulation network during busier commute times. The requested variance would allow the construction of the hospital to extend allowed construction hours but would not exempt the construction effort from noise and other related mitigation measures. The requested variance would not extend to construction of elements of the CNU Medical Center beyond the hospital and central plant, or to construction of other parts of the Innovation Park PUD.

Staff believes that it is appropriate to allow a variance to the noise ordinance for construction related activities because the nature of the construction being proposed and the timeframe and setting under which it must be conducted. Extending the hours of construction for the CNU hospital and central plant will allow the project to be constructed within the project timeframe and avoid other construction effects that would be disruptive of the surrounding community. Furthermore, implementation of the Construction Noise Reduction Plan required under the Mitigation Monitoring and Reporting Program will serve to reduce noise impacts.

Water Supply Assessment Report
According to Senate Bill 610, a water supply assessment is required for proposed residential developments with more than 500 units and office developments of more than 250,000 square feet. In addition, SB 221 requires written verification of sufficient water supply before a project is approved. This assessment is provided in the draft Environmental Impact Report and the attached Water Supply Assessment Form verifies the City of Sacramento has sufficient water allocations available to serve the proposed project as well as the projected future growth.

Tree Removal Permit
Pursuant to Sacramento City Code (SCC) 12.56, the removal of private protected trees requires a tree removal permit. This project proposes to remove 40 private protected trees totaling 717 inches. These trees are proposed for removal because they conflict with roads, infrastructure and buildings proposed for Phase 1 of the CNU project.

The applicant has provided a replacement plan that is consistent with the replacement requirement described in tree ordinance that includes the planting of 693 inches DSH.

The applicant has requested a waiver of the replacement requirement for a dead 24- inch redwood.

RESOLUTION NO. 2022-
Adopted by the Sacramento City Council

CERTIFYING THE ENVIRONMENTAL IMPACT REPORT

AND ADOPTING THE MITIGATION MONITORING PLAN FOR THE

INNOVATION PARK PLANNED UNIT DEVELOPMENT (PUD) AND

CALIFORNIA NORTHSTATE UNIVERISTY (CNU) MEDICAL CENTER
PROJECT (P18-077)

BACKGROUND
A. On January 13, 2022, the City Planning and Design Commission conducted a public hearing on, and forwarded to the City Council a recommendation to approve with conditions the Innovation Park PUD and CNU Medical Center project (P18-077).

B. On February 15, 2022 the City Council conducted a public hearing, for which notice was given pursuant Sacramento City Code Section 17.812.030 and received and considered evidence concerning the Innovation Park PUD and CNU Medical Center project (P18-077).

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, THE CITY COUNCIL RESOLVES AS FOLLOWS:

Section 1. The City Council finds that the Environmental Impact Report for Innovation Park PUD and CNU Medical Center project (P18-077) (herein EIR) which consists of the Draft EIR and the Final EIR (Response to Comments) (collectively the “EIR”) has been completed in accordance with the requirements of the California Environmental Quality Act (CEQA), the State CEQA Guidelines and the Sacramento Local Environmental Procedures.

Section 2. The City Council certifies that the EIR was prepared, published, circulated and reviewed in accordance with the requirements of CEQA, the State CEQA Guidelines and the Sacramento Local Environmental Procedures, and constitutes an adequate, accurate, objective and complete Final Environmental Impact Report in full compliance with the requirements of CEQA, the State CEQA Guidelines and the Sacramento Local Environmental Procedures.

Section 3. The City Council certifies that the EIR has been presented to it, that the City Council has reviewed the EIR and has considered the information contained in the EIR prior to acting on the proposed Project, and that the EIR reflects the City Council’s independent judgment and analysis.

Section 4. Pursuant to CEQA Guidelines Sections 15091 and 15093, and in support of its approval of the Project, the City Council adopts the attached Findings of Fact and Statement of Overriding Considerations in support of approval of the Project as set forth in the attached Exhibit A of this Resolution.

Section 5. Pursuant to CEQA section 21081.6 and CEQA Guidelines section 15091, and in support of its approval of the Project, the City Council adopts the Mitigation Monitoring Plan to require all reasonably feasible mitigation measures be implemented by means of Project conditions, agreements, or other measures, as set forth in the Mitigation Monitoring Plan as set forth in Exhibit B of this Resolution.

Section 6. The City Council directs that, upon approval of the Project, the City Manager shall file a notice of determination with the County Clerk of Sacramento County and, if the Project requires a discretionary approval from any state agency, with the State Office of Planning and Research, pursuant to the provisions of CEQA section 21152.

Section 7. Pursuant to Guidelines section 15091(e), the documents and other materials that constitute the record of proceedings upon which the City Council has based its decision are located in and may be obtained from, the Office of the City Clerk at 915 I Street, Sacramento, California. The City Clerk is the custodian of records for all matters before the City Council.

Table of Contents:

Exhibit A - CEQA Findings of Fact and Statement of Overriding Considerations for the Innovation Park PUD and CNU Medical Center project (P18-077) – To be provided with Council Hearing Report
Exhibit B – Mitigation Monitoring Plan for the Innovation Park PUD and CNU Medical Center project (P18-077) – To be provided with Council Hearing Report

ORDINANCE NO. 2022-
Adopted by the Sacramento City Council
February 15, 2022

AN ORDINANCE RELATING TO THE APPROVAL OF A DEVELOPMENT

AGREEMENT FOR THE INNOVATION PARK PLANNED UNIT DEVELOPMENT PROJECT (APNs: 225-0070-059-0000; -060, -063, -067, and -076) BE IT ENACTED BY THE COUNCIL OF THE CITY OF SACRAMENTO:

SECTION 1
This ordinance incorporates, and by this reference makes part thereof, that certain Development Agreement, by and between the City of Sacramento and SBH Natomas LLC and California Northstate University (the “Landowner”), a copy of which is attached.

SECTION 2
The City Council finds the following:

A. The agreement is consistent with the General Plan and the goals, policies, standards, and objectives of the North Natomas Community Plan (NNCP).

B. The project should be encouraged in order to meet important economic, social, environmental or planning goals of the NNCP.

C. The project would be unlikely to proceed in the manner proposed in the absence of a development agreement.

D. The landowner will incur substantial costs in order to provide public improvements, facilities or services from which the general public will benefit.

E. The landowner will participate in all programs established and/or required under the General Plan and the NNCP and all of its approving resolutions (including any mitigation monitoring plan) and has agreed to financial participation required under the Innovation Park Planned Unit Development Public Facilities Finance Plan and its implementation measures, all of which will accrue to the benefit of the public.

F. The development agreement is consistent with the form specified in Resolution No. 94-494, updated to reflect the 2035 General Plan and site-specific needs.

G. The landowner has made commitments to a high standard of quality and has agreed to all applicable land use and development regulations.

H. The project site is within an area for which the local flood-management agency has made adequate progress (as defined in California Government Code section 65007) on the construction of a flood-protection system that, for the area intended to be protected by the system, will result in flood protection equal to or greater than the urban level of flood protection in urban areas for property located within a flood-hazard zone, as demonstrated by the SAFCA Urban Level of Flood Protection Plan and Adequate Progress Baseline Report and the SAFCA Adequate Progress Toward an Urban Level of Flood Protection Engineer’s Report, each accepted by the City Council on June 21, 2016 (Resolution No. 2016-0226), and the SAFCA 2021 Adequate Progress Annual Report accepted by the City Council on November 9, 2021 (Resolution No. 2021-0328).

SECTION 3
The attached Development Agreement is hereby approved, and the Mayor is authorized to execute the Development Agreement on behalf of the City of Sacramento after the effective date of this Ordinance.

Table of Contents:

Exhibit A: Development Agreement
Adopted by the City of Sacramento City Council on February 15, 2022, by the following vote:

Ayes:

Noes:

Abstain:

Absent:

Attest:

No Fee Required: Recording benefits the
City of Sacramento, a government entity.

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City Clerk
City of Sacramento
915 I Street
Sacramento, CA 95814
SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY

NORTH NATOMAS

DEVELOPMENT AGREEMENT
· · ·
Innovation Park Planned Unit Development
P18-077
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________

~ i ~
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________

NORTH NATOMAS

DEVELOPMENT AGREEMENT
Table of Contents

RECITALS
A. Development Agreement/California Government Code
B. Property (Subject to Agreement)
C. City Council Actions
D. City/Landowner Objective
E. Landowners Commitment
F. Landowner’s Objective and Agreement
G. Procedural Ordinance for Development Agreement
H. Development Conditions and North Natomas Finance Plan I. North Natomas Land Acquisition Program
J. Agreement Voluntary
K. Agreement Authority
L. Procedural Requirements Completed
M. City Council Review and Approval
I. DEFINITIONS
II. TERMS AND CONDITIONS OF AGREEMENT

1. Property Description and Binding Covenants

2. Interests of Landowner

3. Term

4. Assignment

5. Development of the Property
A. Permitted Uses and Development Standards
B. Discretionary Approvals
C. Development Timing
D. Special Conditions

~ ii ~ North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ E. Land Use and Development Regulations
(1) Regulations Applicable on Effective Date
(2) Future Changes in Regulations (Inconsistent)
(3) Future Changes in Regulations (Consistent)
(4) Mandated State or Federal Laws
(5) Effect on Agreement
(6) Health, Safety or Physical Risks
(7) Construction Standards and Permits
(8) City Modifications after Effective Date
F. City Review of Applications
G. Extension of Entitlements
H. Allocation Procedures

6. Fees, Charges, Assessments and Special Taxes
A. City Fees
B. Levies Imposed by Other Jurisdictions
C. Implementation of the North Natomas Finance Plan
D. Landowner’s Waivers

7. Reconfiguration of Parcels

8. Infrastructure
A. Construction by City
B. Construction by Landowner
C. Drainage Infrastructure
(1) Establishment of Financing Mechanisms
(2) Issuance of Bonds
(3) Linkage of Development to Completion of Drainage System D. Infrastructure Financing Proceedings
(1) Landowner Initiated Proceedings
(2) Proceedings Initiated by City
(3) Maintenance Districts
E. Reimbursement to Landowner
(1) From Financing Proceeds
(2) Reimbursement from Others Benefitted
(3) Reimbursement of Planning, Engineering and Staff Costs

~ iii ~ North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________

9. Landowner Obligations
A. Transfer of Land to City
(1) Condition of Entitlements
(2) Request by City
B. Development Timing

10. Litigation/Indemnification
A. Challenge to Agreement or Entitlements
(1) City Discretion to Defend or Tender Defense
(2) Effect of Invalidation in Whole or Part
B. Indemnification

11. Effect of Subsequent Laws
A. Laws of Other Agencies
(1) New Laws by Other Agencies
(2) Termination of Agreement
(3) Landowner/City Right to Institute Litigation
B. Laws Passed by City

12. Enforced Delay; Extension of Times of Performance

13. Legal Actions; Applicable Law; Attorney Fees
A. Legal Actions
B. Applicable Law
C. Attorney Fees

14. Amendment of Agreement

15. City’s Good Faith in Processing

16. Default, Remedies, Termination
A. General Provisions
(1) Landowner Default
(2) City Default
(3) Successors in Interest
B. Cure of Default
C. Remedies after Expiration of Cure Period
(1) Institution of Legal Proceedings
(2) Notice of Intent to Terminate Agreement

~ iv ~ North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________

17. Annual Review
A. General Provisions
B. Scope of Review
C. Proceedings
D. Failure of Compliance

18. Termination upon Completion of Development
A. General Provisions
B. Multi-family and Single Family Residential Projects
C. Effect of Termination on Landowner Obligations

19. No Joint Venture, Partnership, or Other Relationship

20. Notices

21. Severability

22. Recording

23. Reimbursement to City

24. Provisions Relating to Lenders
A. Lender Rights and Obligations
B. Notice of Landowner’s Default Hereunder
C. Lender’s Right to Cure
D. Other Notices Given by City

25. Estoppel Certificate

26. Construction

27. Counterparts

28. Time

29. Limitation of Actions

30. No Third parties Benefitted

31. Effect of Agreement upon Title to Property

32. Covenant of Good Faith

33. Exhibits

34. Entire Agreement

35. City Attorney Costs
Execution Page for City and Landowner
Execution Page for Lender

~ v ~ North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________

LIST OF EXHIBITS
Exhibit “A” Legal Description of Property
Exhibit “B” Landowner’s Development Plan
Exhibit “C” Special Conditions
Exhibit “D” Assignment and Assumption Agreement
Exhibit “E” North Natomas Land Acquisition Program
Exhibit “F” Protest Waiver Provisions Agreed to by Landowner Exhibit “G” Irrevocable Offer of Dedication Form
Exhibit “H” Map and Categorical Listing of Land and Infrastructure

- 1 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________

DEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF SACRAMENTO
AND

SBH NATOMAS LLC
AND

CALIFORNIA NORTHSTATE UNIVERSITY LLC
This Development Agreement (hereinafter “Agreement”) is made and entered into this ___ day of _____________, 20[ ], by and between the CITY OF SACRAMENTO, a municipal corporation (hereinafter the “CITY”), and SBH Natomas LLC, a Delaware Limited Liability Company (hereinafter “SBH” or “Master Developer”), and California Northstate University LLC, a Delaware limited liability company (hereinafter “CNU”). SBH and CNU are hereinafter referred to as an individual and separate “LANDOWNER” or collectively “LANDOWNERS”.

RECITALS
A. To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risks of development, the Legislature of the State of California adopted section 65864 et seq. of the Government Code which authorizes any city, county, or city and county to enter into a development agreement with an applicant for a development project, in order to establish certain rights and obligations of the parties relative to the Property.

B. LANDOWNERS own a legal or equitable interest in those certain parcels of real property (hereinafter the “Property”), described in Exhibit “A” attached hereto and incorporated herein by this reference, which are located within the CITY. The Property consists of lands designated as Assessor Parcels Nos. 225-0070-059-0000; 225-0070-060-0000; 225-0070-063-0000; 225- 0070-067-0000; 225-0070-076-0000. SBH, as the Master Developer, applied for the entitlements to the Property and seeks to develop the Property consistent with CITY’s General Plan, the 1994 North Natomas Community Plan, and the Planning and Development Code (Sacramento City Code title 17) as they exist on the Effective Date. During the entitlement process, SBH sold certain parcels of real property in the Property (hereinafter the “Medical Campus Property”) to CNU, described in Exhibit “A-2” attached hereto and incorporated herein by this reference, which are located within the CITY. SBH is the owner of the remaining parcels in the Property, described in Exhibit “A-3”. CNU intends to develop only the Medical Campus Property , while SBH remains the Master Developer with respect to the remaining parcels as well as entitlements related to entire Property as a whole. LANDOWNERS seek to develop the Property consistent with the CITY’s General Plan, and the Planning and Development Code (Sacramento City Code title 17) as they exist on the Effective Date.

- 2 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ C. On May 3, 1994, after making specific findings and adopting a Statement of Overriding Considerations, the City Council approved the 1994 North Natomas Community Plan by adopting Resolution No. 94-259 (hereinafter the “NNCP”).

D. On March 3, 2015, after a duly noticed public hearing, the City Council (1) certified the Master Environmental Impact Report for the Sacramento 2035 General Plan by adopting Resolution No. 2015-0060; and (2) approved the 2035 General Plan, which includes the North Natomas Community Plan Area, by adopting Resolution No. 2015-0061 (hereinafter the “General Plan”).

The uses allowed under the General Plan, the NNCP, and the applicable ordinances provide for a balanced mix of residential housing and employment opportunities as well as for the protection of major open-space and recreational resources.

E. CITY and LANDOWNERS desire to enter into a development agreement pursuant to the provisions of Government Code section 65865 et seq. in order to provide for the orderly development of the Property, in accordance with the goals set forth in Government Code section 65865, the General Plan and the NNCP.

F. The coordinated and orderly development of the Property, and LANDOWNERS’ commitment to the implementation of the North Natomas Finance Plan in order to assure the timely and properly-phased construction of all required Infrastructure and facilities, are essential to the proper implementation of the General Plan and the NNCP.

G. LANDOWNERS desire to facilitate implementation of the General Plan, the NNCP and the North Natomas Finance Plan, and LANDOWNERS therefore agree to develop the Property in a manner consistent with the policies of the General Plan, the NNCP, the North Natomas Finance Plan and the Special Conditions, provided that LANDOWNERS are assured that no subsequent changes in the General Plan, the NNCP, the North Natomas Finance Plan, the Zoning Ordinance or the Special Conditions shall apply to the Property during the term of this Agreement.

H. The City Council, on March 7, 1995, adopted the Procedural Ordinance, by which CITY will, inter alia, consider, adopt, amend and subsequently review the development agreements by and between CITY and a given landowner.

I. Development of the Property, in accordance with the conditions of this Development Agreement, will provide orderly growth and development of the Property in accordance with the requirements, policies, goals, standards, and objectives of the General Plan and the NNCP.

At the same time, it will assure that LANDOWNERS are committed to funding their appropriate share of the cost of Infrastructure and other facilities which are the subject of the North Natomas Finance Plan, and that the funding for acquisition and construction of those facilities will be available to CITY as and when required under the Infrastructure phasing program.

- 3 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ J. An integral part of the North Natomas Finance Plan is the North Natomas Land Acquisition Program (“NNLAP”), with the associated Land Acquisition Fee (“LAF”). The NNLAP is designed to provide a means for transfer to or acquisition by CITY, or such other public agency as is appropriate, of certain lands within the NNCP area (as those lands are specified in the NNLAP) which are designated to be held publicly. Such lands are identified under the North Natomas Finance Plan. The purpose of the NNLAP is to provide a method whereby all of such lands will be transferred or acquired with funds from the private development community without cost to the CITY general fund, or any of its other funds, and at the time when needed. The purpose of the LAF is to provide a means, through the fee program, of equalizing the cost of the NNLAP among the various landowners within the NNCP area, inasmuch as certain landowners will be required to relinquish land to public ownership in amounts in excess of their fair share as defined by the North Natomas Finance Plan. The LAF also provides a means for reimbursing landowners who have advanced funds to CITY for the purpose of acquiring land required for Infrastructure, where eminent domain or other procedures are needed, or where it is otherwise required to enable a particular landowner to develop its property. One of the purposes of this Agreement is to provide LANDOWNERS’ commitment to the provisions of the NNLAP and the LAF.

K. This Agreement is voluntarily entered into by LANDOWNERS in order to assure the implementation of the General Plan, the NNCP and the North Natomas Finance Plan, and is made in consideration of the rights conferred and the procedures specified herein for the development of the Property. This Agreement is voluntarily entered into by CITY in the exercise of its legislative discretion in order to assure the implementation of the General Plan, the NNCP, and the North Natomas Finance Plan and in consideration of the agreements and undertakings of LANDOWNERS hereunder. But for LANDOWNERS’ contribution to and participation in programs to mitigate the impacts of the development of the Property and the cumulative impacts of development in the NNCP area, and to the implementation of the North Natomas Finance Plan, the CITY would not approve development of the Property.

L. The authority for this Agreement is contained in the City Charter of CITY, the Procedural Ordinance, other applicable CITY ordinances, resolutions and procedures and Government Code section 65864 et seq.

M. CITY and LANDOWNERS have taken all actions mandated by and have fulfilled all requirements set forth in the Procedural Ordinance for the adoption of this Agreement by the City Council.

N. The City Council has reviewed and approved this Agreement. It finds that this Agreement is consistent with the General Plan, the NNCP, the North Natomas Finance Plan, and all other applicable CITY ordinances, rules and regulations. The implementation of this Agreement is in the best interest of CITY and the health, safety and welfare of its residents. The environmental impacts of the development contemplated herein were adequately considered in the

- 4 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ environmental documentation prepared by CITY and adoption of the ordinance and approval of this Agreement complies in all respects with the California Environmental Quality Act.

AGREEMENT
NOW, THEREFORE, in further consideration of the above recitals, all of which are expressly incorporated into this Agreement, and the mutual promises and covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. DEFINITIONS
The terms set forth below, unless the context otherwise requires, shall have the meanings prescribed, for purposes of this Agreement.
• Adopting Ordinance: the ordinance pursuant to which the City Council approves this Agreement. • Allocation Procedures: those procedures set forth in section 5.H. of this Agreement, whereunder the various uses and densities are distributed to and among the various parcels, or portions of them, comprising the Property.
• Annual Review: the process, and procedures therefor, whereby CITY reviews, pursuant to Government Code section 65865.1, the nature and extent of compliance by LANDOWNERS with all of the terms and conditions of this Agreement, which process and procedures are as specified in the Procedural Ordinance, and in section 17 of this Agreement. • Assessment: a special assessment levied on real property within the North Natomas Community Plan area, for the purpose of financing Infrastructure and/or public facilities, or maintenance thereof, in accordance with the California Streets and Highways Code, the California Government Code, and/or the Sacramento City Code.
• Assessment District Policy Manual: the document entitled “City of Sacramento Policy and Procedures for Use of Special Assessment and Mello-Roos Community Facilities District Financing for Infrastructure and Public Facilities,” as adopted by the City Council on June 29, 1993 (Resolution 93-381), as said document may be amended from time to time. • Assignee: a third Person executing an Assumption Agreement prepared in accordance with the format prescribed in Exhibit D.

- 5 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ • Assignment: the sale or other transfer by LANDOWNER of all or part of its right, title and interest in the Property and in this Agreement to another Person, in accordance with the terms and conditions of this Agreement.
• Assumption Agreement: the agreement prescribed in Exhibit D, whereby an Assignee undertakes to perform all obligations, and other terms and conditions of this Agreement, as a condition of release of the Assignee’s predecessor in interest from the responsibility for performance of such obligations and other terms and conditions, with respect to the portion of the Property assigned to the Assignee.
• CEQA: the California Environmental Quality Act, set forth at California Public Resources Code section 21000 et seq., as amended from time to time.
• CITY: the City of Sacramento.
• City Agency: the Redevelopment Agency of the City of Sacramento, and the Housing Agency of the City of Sacramento.
• City Council: the Council of the City of Sacramento.
• Comprehensive Drainage Plan: the Drainage System for North Natomas, prepared by the City of Sacramento, Borcalli & Associates, Ensign & Buckley, or other consulting firm, and adopted by the City Council, as it may be amended from time to time.
• Comprehensive Flood Management Plan: that plan required to be prepared, and to be adopted by the City Council, pursuant to the CITY’s floodplain policy adopted by Resolution No. 93-696. • Dedication: the transfer of real property, or a defined interest therein, to CITY or another public agency, free of all encumbrances and other matters affecting the title except as may otherwise be agreed to by CITY or such other public agency, and at no cost to CITY or such other public agency, as specifically set forth in the NNLAP, within the North Natomas Finance Plan, as it may exist from time to time.
• Deed of Trust: a real property security device whereby the debtor (trustor) conveys title to real property to a trustee as security for a debt owed to the creditor (beneficiary). • Default: a failure of performance, or unreasonable delay in performance, by either party to this Agreement, of any of its terms, conditions, obligations or covenants. Default shall include, but not be limited to failure to comply with all provisions of the North Natomas Finance Plan and/or failure to pay any fee, tax or assessment enacted pursuant to that Plan.

- 6 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ • Development: the use(s) to which the Property will be put, the buildings and improvements to be constructed on it, and the construction activities incident thereto, together with the process of obtaining all required land use entitlements.
• Development Agreement: this Agreement.
• Development Plan: LANDOWNERS’ plan for development of the Property, as set forth in Exhibit B.

Where LANDOWNERS, at the time of execution of this Agreement, do not propose a specific development project, the Development Plan shall be deemed to be development consistent with the Land Use and Development Regulations.
• Drainage Phasing Plan: that portion of the Comprehensive Drainage Plan which identifies the sequence of construction of the Drainage System.
• Drainage System: that drainage system set forth in the Comprehensive Drainage Plan, as that plan may exist from time to time.
• Drainage Sub-basin: the individual drainage sub-areas identified in the Comprehensive Drainage Plan.
• Effective Date: the date on which this Agreement has been approved by the City Council. • General Plan: the General Plan of the City of Sacramento, as adopted by the City Council on March 3, 2015, as said plan may be amended from time to time. • Habitat Conservation Plan: that plan, which must be adopted and implemented by the City Council, pursuant to which measures are taken to implement the provisions of the federal and state Endangered Species Acts, and pursuant to which incidental take permits will be issued to the City of Sacramento, to Landowner, or to others under said Acts. • Infrastructure: all public facilities and improvements needed to serve urban development, as identified in the NNCP and the North Natomas Finance Plan, or in subdivision maps, parcel maps, or as may otherwise be constructed and conveyed to CITY or another public agency, including but not limited to street and freeway improvements, drainage improvements, sanitary sewer improvements and water storage and transmission facilities. • Interim Drainage: temporary surface water drainage to be provided to the North Natomas area by RD-1000, and/or any phase of the Drainage System, and/or any drainage project resulting in the removal of land within the North Natomas Finance Plan Area from a 100-year floodplain,

- 7 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ pursuant to a plan approved by that agency and the City Council for the initial phase of development within North Natomas, until such time as the Drainage System is constructed and operational, all pursuant to the RD-1000 Agreement.
• Irrevocable Offer of Dedication: an unconditional and irrevocable offer by LANDOWNER to transfer real property to CITY in accordance with the provisions of the NNLAP and/or any condition of any land use entitlement applicable to the Property, in the form specified in Exhibit G.
• Land Acquisition Program (NNLAP): the plan, also called the North Natomas Land Acquisition Program, which as an integral part of the North Natomas Finance Plan, is designed to provide a means for transfer to or acquisition by CITY, or such other public agency as is appropriate, of all lands within the North Natomas Community Plan area which are designated to be held publicly, at no cost to CITY. A copy of the plan is attached hereto as Exhibit E and incorporated herein by this reference.
• Land Acquisition Fee (LAF): the fee/reimbursement program, which is an integral part of the North Natomas Finance Plan, and which is designed to equalize the cost of the NNLAP among the various landowners within the North Natomas Finance Plan area. • Land Use and Development Regulations: the General Plan, the North Natomas Community Plan, the CITY’s Subdivision Map Act Ordinance, and Zoning Ordinances, together with any other CITY ordinance, or resolutions, rules, regulations and official policies as they exist on the Effective Date, which govern or regulate land use and/or development in the North Natomas Community Plan area.
• Lender: a Person (or a successor in interest to such person) who has advanced funds to, or who is otherwise owed money by a debtor, where the obligation is embodied in a promissory note or other evidence of indebtedness, and where such note or other evidence of indebtedness is secured by a Mortgage or Deed of Trust.
• Mortgage: a contract by which the mortgagor (debtor) as owner hypothecates or pledges real property, or otherwise grants a security interest therein to a Lender (mortgagee), to secure performance under a promissory note or other evidence of indebtedness, and where the holder of the mortgage is granted a power of sale.
• North Natomas Community Plan (NNCP): the Community Plan for development of the North Natomas area, as adopted by the City Council on May 3, 1994, as said plan exists on the Effective Date. The NNCP includes, without limitation, a Land Use Diagram and Policy Statements.

- 8 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ • North Natomas Finance Plan: the plan, as it may be amended from time to time, which establishes methods for financing required Infrastructure and public facilities through a combination of land transfers, dedications, contributions, fees, assessment districts, community facilities districts, and other measures.
• North Natomas Finance Plan Area: the lands within the area covered by the North Natomas Finance Plan, and which are obligated thereby, as that area may exist from time to time. • Parties: the City of Sacramento and LANDOWNERS.
• Person: any person, firm, association, organization, partnership, business trust, corporation or company.
• Planning and Development Code: the Planning and Development Code of the City of Sacramento, as that Code exists on the Effective Date.
• Procedural Ordinance: Ordinance No. 95-012, adopted by the City Council on March 7, 1995, and which sets forth procedures for execution, approval, implementation, amendment, and related matters, with respect to development agreements for lands within the NNCP area. • Project: part or all of the elements set forth in LANDOWNERS’ Development Plan. • Project Review: CITY’s actions in reviewing any project proposed by LANDOWNER with respect to the Property, including but not limited to review of all required land use entitlement applications. • Property: the real property owned by LANDOWNERS, as set forth in Exhibit A. • Protest Waiver: the agreement set forth in Exhibit F, executed by LANDOWNERS pursuant to this Agreement, or in connection with the conditions of any required entitlement. • Purchaser: an assignee.
• Reconfiguration: the reconfiguration, adjustment or alteration of property lines through parcel or subdivision mapping, or lot line adjustment.
• RD-1000 Agreement: any agreement which governs the terms and conditions under which Interim Drainage, if applicable, will be provided to the Property. • Reimbursement: the reimbursement of monies to a Person who has advanced funds for Infrastructure required for development of the Property, or who has advanced funding for

- 9 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ Infrastructure or other improvements which are required by the NNCP, the North Natomas Finance Plan, or other document, and which have benefit to land beyond the Property, in accordance with a reimbursement agreement approved by CITY. Any such agreement will be limited to the portion of the funding advanced which is in excess of the allocable share of the cost of the Infrastructure or improvement attributable to the Property. • Reimbursable Infrastructure Costs: those costs paid by LANDOWNERS, and which are identified as reimbursable pursuant to CITY’s Assessment District Policy Manual (as defined in section

8.D.(1) of this Agreement).
• Special Conditions: those conditions, terms and requirements specified in Exhibit C. • Special Permit: any discretionary permit required pursuant to the Land Use and Development Regulations, and issued by CITY for development of the Property, upon proper application therefor by LANDOWNER.
• Term: the length of this Agreement in terms of time, as specified in section 3, or as that time may be extended pursuant to any applicable provision of this Agreement. • Transfer: an assignment.
• Transferee: an assignee.
• Zoning: the division of the City of Sacramento into districts, and the application of zoning regulations thereto, which include (without limitation) regulation of the height or bulk of buildings (structural and architectural design) and the use to which the land and buildings within prescribed districts may be put, all as specified in the Zoning Ordinance.

II. TERMS AND CONDITIONS OF AGREEMENT

1. Property Description and Binding Covenants. The Property is that certain real property owned by LANDOWNERS and described in Exhibit “A.” The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to the benefit of, the parties and, subject to section 4 below, to their successors-in-interest.

2. Interests of Landowner. LANDOWNERS represent that LANDOWNERS own a legal or equitable interest in the Property and that all other Persons holding legal or equitable interests in the Property have executed and are bound by this Agreement.

- 10 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________

3. Term.

A. Initial Term. The term of this Agreement shall commence on the Effective Date and shall extend for a period of fifteen (15) years thereafter, unless it is sooner terminated or modified by the mutual consent of the parties.

B. Renewal Options. Subject to the provisions of this subsection, LANDOWNER shall have the right to renew this Agreement on its same terms and conditions, taking into account any amendments hereto mutually agreed upon after the Effective Date. The term of this Agreement shall mean and include the initial term, plus any renewal periods. The specific conditions for exercise of the renewal options are as follows:

(1) On the Exercise Date, LANDOWNER shall not be in default in any material respect under this Agreement, including any amendments hereto. For purposes of this subsection, “Exercise Date” shall mean the date that LANDOWNER or LANDOWNER’s successor in interest gives written notice of intention to exercise the option to renew this Agreement, in accordance with the provisions of section 20 hereof.
(2) The option to renew shall be exercisable by giving CITY written notice of LANDOWNER’s intention to exercise the option on or before the Exercise Date, which notice shall be given not later than one hundred eighty (180) days prior to expiration of the initial term or any renewal term.
(3) LANDOWNER shall be limited to three (3) renewal periods of five (5) years each; the parties specifically intend that under no circumstances shall the term of this Agreement extend beyond thirty (30) years, unless this Agreement is amended in accordance with the procedures set forth herein for Agreement amendments.

4. Assignment. LANDOWNER shall have the right to sell, assign, or transfer its interests under this Agreement as part of a contemporaneous and related sale, assignment or transfer of its interests in the Property, or any portion thereof, without the consent of CITY; provided, however, that LANDOWNER shall notify CITY of such sale, assignment or transfer by providing written notice thereof to CITY in the manner provided in this Agreement. LANDOWNER shall remain obligated to perform all terms and conditions of this Agreement, unless such purchaser, assignee or transferee, to the satisfaction of and in a form acceptable to the City Attorney, executes and delivers to CITY an express agreement to assume all of the obligations and other terms and conditions of this Agreement with respect to the Property or such portion thereof sold, assigned or transferred. The execution of such an assumption agreement shall relieve LANDOWNER of the obligations expressly assumed only if (a) LANDOWNER is not in default under this Agreement at the time of the assignment or transfer; and (b) LANDOWNER has

- 11 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ provided CITY with notice of said assignment or transfer in the manner provided hereunder.

Any such assumption agreement with respect to LANDOWNER’s obligations under this Agreement shall be deemed to be to the satisfaction of the City Attorney if executed in the form of the Assignment and Assumption Agreement attached hereto as Exhibit “D” and incorporated herein by this reference, or such other form as shall be proposed by LANDOWNER and approved by the City Attorney prior to the effective date of the assignment.

Any purchaser, assignee, or transferee shall be obligated and bound by the terms and conditions of this Agreement, and shall be the beneficiary thereof and a party thereto, only with respect to the Property, or such portion thereof, sold, assigned, or transferred to it. Any such purchaser, assignee, or transferee shall observe and fully perform all of the duties and obligations of LANDOWNER under this Agreement, as such duties and obligations pertain to the portion of the Property sold, assigned, or transferred.

5. Development of the Property.

A. Permitted Uses and Development Standards. Subject to the Special Conditions set forth in Exhibit C, attached hereto and incorporated herein by this reference (herein the “Special Conditions”), any reserved discretionary approvals specified in this Agreement, and all other terms and conditions of this Agreement, LANDOWNER may develop the Property in accordance with and subject to the terms and conditions specified in the Land Use and Development Regulations in effect on the Effective Date, or, where applicable, the Development Plan, as set forth in Exhibit B, attached hereto and incorporated herein by this reference. Specifically, the permitted uses, density or intensity of use, height or size of buildings and provisions for reservation and dedication of land for public purposes shall be as set forth in the Development Plan.

B. Discretional Approvals.

(1) Project Review. Development of the Property is subject to all required discretionary approvals. In reviewing and approving applications for special permits and other discretionary approvals, CITY may exercise Project Review and may attach such conditions and requirements as are consistent with the policies, goals, standards and objectives of the General Plan, the NNCP and the North Natomas Finance Plan, and as may be necessary to comply with all applicable legal requirements and policies of CITY pertaining to such reserved discretionary approvals. (2) Rezoning of the Property. Upon proper and complete application by LANDOWNER, CITY agrees to rezone the Property in accordance with the provisions of the NNCP in effect on the Effective Date.

- 12 - North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ C. Development Timing. This Agreement contains no requirement that LANDOWNER must initiate or complete development of any phase of the development of the Property or any portion thereof within any period of time set by CITY. It is the intention of this provision that LANDOWNER be able to develop the Property in accordance with LANDOWNER’s own schedule; provided, however, that to the extent that phasing is required by the NNCP, or by the Special Conditions, such provisions shall govern. No future modification of the Sacramento City Code or any ordinance or regulation which limits the rate of development over time shall be applicable to the Property. However, nothing herein shall be construed to relieve LANDOWNER from any time conditions in any permit or subdivision map approval or to excuse the timely completion of any act which is required to be completed within a time period set by any applicable code or permit provisions.

D. Special Conditions. Development of the Property shall be subject to the Special Conditions, as specified in Exhibit C.

E. Land Use and Development Regulations.

(1) Subject to the Special Conditions specified in Exhibit C, development of the Property shall be subject to the Land Use and Development Regulations applicable to such development on the Effective Date.
(2) Except as otherwise provided in this Agreement, to the extent any future changes in Land Use and Development Regulations adopted by CITY purport to be applicable to the Property but are inconsistent with the terms and conditions of this Agreement, including subsection 5E(1) above, the terms and conditions of this Agreement shall prevail, unless the parties or their successors in interest mutually agree to amend or modify this Agreement in accordance with the provisions for modification hereinafter set forth.
(3) To the extent that any future changes in the Land Use and Development Regulations adopted by CITY are applicable to the Property and are not inconsistent with the terms and conditions of this Agreement or are otherwise made applicable by other provisions of this Agreement, such future changes shall be applicable to the Property.
(4) Nothing in this Agreement shall preclude the application to development of the Property of changes in the Land Use and Development Regulations, the terms of which are specifically mandated by changes in state or federal laws or regulations.

In the event state or federal laws or regulations enacted after the effective date of this Agreement or action by any governmental jurisdiction other than CITY prevent or preclude compliance with one or more provisions of this Agreement or require

- 13 - North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ changes in permits, maps or plans approved hereunder by CITY, this Agreement shall be modified, extended or suspended as may be necessary to comply with such state or federal laws or regulations or the regulations of such other governmental jurisdiction.
(5) To the extent that any actions of federal or state agencies (or actions of regional and local agencies, including CITY, required by federal or state agencies or actions of CITY taken in good faith in order to prevent adverse impacts upon CITY by state or federal actions) have the effect of preventing, delaying or modifying development of the NNCP area or any area therein, CITY shall not in any manner be liable for such prevention, delay or modification of said development. Such actions may include, but are not limited to, flood plain or wetlands designations and actions of CITY or regional agencies as a result thereof and the imposition of air quality measures or sanctions and actions of CITY or regional and local agencies as a result thereof. In such a situation, CITY’s actions shall not be arbitrary or capricious, and the parties shall meet and endeavor to achieve solutions which preserve the integrity of the NNCP, while to the extent feasible allow development of the Property in the manner contemplated by this Agreement.
(6) Nothing herein shall be construed to limit the authority of CITY to enact amendments to the Land Use and Development Regulations, or enact other ordinances or resolutions, which have the legal effect of protecting persons or property from conditions which create a health, safety or physical risk. (7) Building codes, ordinances and regulations relating to construction standards or permits shall apply as of the time of grant of each applicable construction permit. (8) No modification of CITY’s ordinances, resolutions, policies, rules or regulations adopted after the Effective Date, which purport to limit the rate of development over time or to govern the sequence of development of land within the NNCP area, shall apply to the Property. The provisions of this subsection apply to modifications adopted or imposed by the City Council, or through the initiative or referendum process; provided, however, nothing in this subsection shall limit the ability of CITY to act in accordance with the provisions of subsections 5E(4), 5E(5) and 5E(6) of this Agreement.

F. CITY Review of Applications. Consistent with the standards set forth in section 15 of this Agreement, nothing contained in this Agreement shall preclude CITY from its right and responsibility to review applications for entitlements submitted by LANDOWNER in accordance with its normal and usual procedures and practices, as they may exist at the time the application is accepted as complete, or is otherwise deemed complete by operation of law.

- 14 - North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ G. Extension of Entitlements. Pursuant to Government Code section 66452.6 all vesting tentative subdivision maps, master parcel tentative maps, parcel maps, subdivision tentative maps, planned unit development permits, special permits, or any other maps, rezonings or land use entitlements of potentially limited duration previously, contemporaneously or subsequently approved for the Property subject to this Development Agreement, shall be valid for a minimum term equal to the full term of this Agreement (including the initial term, and any renewal period resulting from exercise by LANDOWNER of the options provided for in section 3 hereof), or for a period of thirty-six (36) months, whichever is longer, but in no event for a shorter period than the maximum period of time permitted by the Subdivision Map Act or Government Code for such land use entitlements. The provisions of section 25 of this Agreement relating to estoppel certificates shall apply to any request made by LANDOWNER to CITY with respect to the life of any entitlement covered by this subsection. Nothing in this section shall be construed to, or operate to extend the term of this Agreement.

H. Allocation Procedures for Building Square Footage. Procedures for allocating the uses or densities approved for the Property among the various parcels and/or portions thereof, and for resolution of any disputes regarding such allocations, shall be as follows:
(1) Allocation. Unless otherwise identified in the Development Plan, which is attached as Exhibit B to this Agreement, the allocation of building square footage shall be as identified in subsequent entitlements for the Property, including but not limited to parcel maps, subdivision maps, PUD schematic plans and development guidelines. The appropriate entitlement to address the allocation of building square footage shall be determined by City. Allocations for residential development shall be determined in the subdivision mapping process, unless CITY determines that some other method is appropriate under the circumstances.
(2) Dispute Resolution. Where a dispute exists between LANDOWNER or LANDOWNERS, and/or any successor or successors in interest, with respect to any matter involving allocation of building square footage for or on the Property, such dispute shall be resolved by arbitration, utilizing the commercial arbitration procedures of the American Arbitration Association, or some other alternative dispute resolution procedure mutually agreed upon by the parties involved in the dispute. In no case shall CITY be a party to such dispute, or to the dispute resolution procedures. All of the provisions of this Agreement relating to indemnification and defense of CITY, and payment of CITY costs, shall apply to all disputes relating directly or indirectly to allocation.

- 15 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________

6. Fees, Charges, Assessments and Taxes.

A. City Fees. All applications for CITY approvals, permits and entitlements shall be subject to the application fees, processing fees, mitigation fees and other development fees within the control of the CITY that are in force and effect as of the date that the application or other request for approval is filed.

B. Levies Imposed by Other Jurisdictions. LANDOWNER shall be responsible for:
(1) all fees, charges, assessments, special taxes or levies of any sort imposed by any other state or local agency, including but not limited to the Sacramento Area Flood Control Agency, in the future as a charge for mitigation measures imposed for the purpose of mitigation of environmental impacts associated with the provision of flood control improvements and measures for the NNCP area; (2) all fees, charges, assessments, special taxes or levies of any sort associated with the financing of the construction and implementation of said flood control improvements and measures;
(3) all special benefit assessments, special taxes or levies of any sort associated with construction of or maintenance of public improvements, where the Property is located within a district formed for that purpose by any agency other than CITY; (4) any fees or other charges required by RD-1000 to be paid to it in implementation of the RD-1000 Agreement; and
(5) ad valorem real estate taxes, and utility fees.

In the event that any of the fees, charges, assessments, special taxes or levies covered by this subsection B are imposed by or with the assistance of CITY, LANDOWNER shall nevertheless be responsible therefor. Nothing in this Agreement shall be construed to limit LANDOWNER’s right to protest, in accordance with applicable provisions of law: the formation of any district included within the provisions of this subsection or to protest the amount of any assessment levied by or on behalf of such district on the Property or any portion thereof; or to protest the nature and amount of any tax, fee, assessment or charge imposed pursuant to this subsection.

C. Implementation of the North Natomas Finance Plan. The North Natomas Finance Plan establishes a method for financing of required Infrastructure and public facilities through a combination of land transfers, dedications and contributions, fees, assessment districts, community facilities districts and other sources, so that the land within the North

- 16 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ Natomas Finance Plan Area pays for its share of the cost of such Infrastructure and facilities. The plan also recognizes that there is a regional cost associated with certain portions of Infrastructure and facilities, and that that share will ultimately have to be paid from other sources, even though developers within the area, including LANDOWNERS, acknowledge that they may have to participate in funding regional costs on a fair share basis. LANDOWNERS shall participate in the North Natomas Finance Plan, as made applicable to the development of the Property, and shall faithfully and timely comply with each and every provision thereof, including but not limited to the NNLAP, the Land Acquisition Fee, assessments, special taxes, and other development fees and exactions set forth therein. Without limiting the foregoing, applications for special permits, subdivision maps or other land use entitlements and building permits may be made subject to LANDOWNER’s participation in and compliance with the plan. Failure to so participate shall be an event of default to which the default provisions of this Agreement and the Procedural Ordinance shall apply. For purposes of this Agreement “participate” and “participation” shall mean payment of all monies required by virtue of the North Natomas Finance Plan, and performance of all obligations imposed thereby.

D. LANDOWNER’s Waivers. Each LANDOWNER hereby agrees to the provisions of Exhibit F, which (without limitation) contains a comprehensive waiver of protest rights with respect to CITY’s establishment and implementation of development and impact fees; CITY’s actions in forming assessment districts and community facilities districts, and in levying assessments and taxes pursuant thereto; and CITY’s actions in implementing any provision of the North Natomas Finance Plan. As set forth in Exhibit F, LANDOWNER reserves the right to protest the actual amount of the fee, assessment or tax levy, or other CITY charge imposed on or allocated to the Property pursuant to the Finance Plan.

7. Reconfiguration of Parcels. LANDOWNER shall have the right to file applications with CITY for subdivision, lot line adjustment, or for master parcelization of all or part of the Property, for the purpose of reconfiguration of the Property. Such applications shall be processed and determined in accordance with the provisions of section 5, and all other applicable provisions of this Agreement. Where reconfiguration requires a Special Permit, or a P.U.D. designation, or other entitlement applicable to the Property or portion thereof which is subject to the application, CITY reserves the right to require such entitlements as a condition of granting the application.

8. Infrastructure.

A. Construction by CITY. To the extent that funds are available to CITY pursuant to the North Natomas Finance Plan, and to the extent that any required real property has been transferred to CITY pursuant to the NNLAP, or has been obtained by CITY through its power of eminent domain, which CITY agrees to utilize, where required, and subject to

- 17 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ LANDOWNER’s compliance with the terms of this Agreement and all of the terms and conditions of any entitlement applicable to the Property, CITY agrees to use its best efforts to bring about the construction of the Infrastructure required to implement the Development Plan (Exhibit B). Provided, however, that CITY’s obligations hereunder shall be limited to those items of Infrastructure which, under the North Natomas Finance Plan, are to be constructed by CITY or under CITY’s direction and control; where Infrastructure is to be constructed by LANDOWNER, either pursuant to conditions of approval or otherwise, the provisions of this subsection shall not apply.

B. Construction by LANDOWNER. When required by conditions of approval, and in accordance with CITY specifications and standards in effect as of the date of construction, each LANDOWNER shall diligently construct Infrastructure required for implementation of the Development Plan (Exhibit B). Each LANDOWNER shall further comply with all required funding requirements specified in the North Natomas Finance Plan, and the real property transfer provisions of the NNLAP.

C. Drainage Infrastructure. As of the Effective Date, it is contemplated that permanent drainage for the Property, and the entire North Natomas Finance Plan Area, will be provided by the Drainage System. It is further contemplated that Interim Drainage for the Property and the NNCP area will be provided pursuant to the RD-1000 Agreement or some other arrangement which has been implemented by CITY. Construction of the Drainage System will require land transfers to CITY pursuant to the NNLAP, or acquisition of required land by CITY through the use of eminent domain procedures, and funding for the required improvements, all on a timely basis and in accordance with the North Natomas Finance Plan, and subject to the provisions of the RD-1000 Agreement (or such other arrangement which has been implemented by CITY), together with the Drainage Sub-basin agreement, or substitute therefore, as specified in the Special Conditions. In recognition of the need for retention of flexibility and CITY discretion with respect to decisions relating to the ultimate solution to drainage for the NNCP area, and the need for unconditional provision of financing by each LANDOWNER and other owners of land in the North Natomas Finance Plan Area through the mechanisms specified in the North Natomas Finance Plan, the parties agree as follows:

(1) Establishment of Financing Mechanisms. CITY shall, as soon as feasible following the adoption of the North Natomas Finance Plan by the City Council, establish public financing mechanisms as identified in the North Natomas Finance Plan, applicable to lands within the NNCP area which will benefit from the Drainage System.
(2) Issuance of Bonds. Decisions as to whether to issue bonds pursuant to such financing mechanisms, and the timing and manner of issuance thereof, shall be

- 18 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ within the sole and exclusive discretion of CITY; provided, however, that CITY shall exercise its discretion in a good faith manner, so as to provide for timely construction of Infrastructure in order not to stop or slow development. (3) Linkage of Development to Completion of Drainage System. CITY has established a performance standard that requires (inter alia) that the Drainage System be completed and in operation no later than the point in time when building permits have been issued for fifty percent (50%) buildout of the North Natomas Finance Plan Area, as measured by developable acreage as defined in the North Natomas Finance Plan. In the event that a different phasing plan is adopted and implemented by CITY, each LANDOWNER shall comply with all provisions of such a plan, and shall execute any agreement or other document, or participate in any mechanism as is required by CITY to implement such a plan.

D. Infrastructure Financing Proceedings.

(1) LANDOWNER-Initiated Proceedings. In the event that SBH desires to initiate proceedings for the formation of an assessment district, community facilities district, or other similar form of improvement financing mechanism to fund the construction of Infrastructure required by conditions of approval or otherwise, SBH, on behalf of both itself and CNU, shall file an application with CITY for that purpose in accordance with CITY’s Assessment District Policy Manual, as same may be amended from time to time, or such other policy document as may after the Effective Date be adopted by the City Council as a substitute therefor. CITY agrees to diligently process any such application, provided that such application:
(a) is complete and is accompanied by payment of CITY fees applicable on the date of filing of the application;
(b) otherwise complies with the Land Use and Development Regulations and applicable law, as it exists on the date of the application, including but not limited to the Assessment District Policy Manual;
(c) is consistent with CITY’s policies and procedures;
(d) provides for a value to lien ratio and other financial terms that are reasonably acceptable to CITY;
(e) provides for all funding requirements established by CITY for the purpose of payment of the costs of outside consultants needed, in CITY’s sole discretion; and

- 19 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ (f) provides that the specific consultants (e.g., bond counsel, financial advisors, underwriters, or other consultants as may be necessary under the circumstances) shall be selected by CITY in its sole discretion.

Notwithstanding any other provision of this Agreement, CITY agrees that upon request made by SBH, CITY will consider making exceptions to the Assessment District Policy Manual, to allow for alternative methods of financing in-tract improvements, including but not limited to formation of assessment districts or similar financing mechanisms, where such alternatives are contemplated by the North Natomas Finance Plan, including any amendments thereto. Provided, however, that CITY reserves its discretion to condition use of any such alternatives on satisfaction of performance preconditions (including but not limited to drainage capacity), and to consider underwriting considerations and criteria, together with the manner in which such alternatives further the overall implementation of the North Natomas Finance Plan. Further, CITY may in its reasonable discretion deny any such request upon grounds, including but not limited to consistency of application of its policies and the potential for establishing negative precedent.

(2) Proceedings Initiated by CITY. In the event that pursuant to the North Natomas Finance Plan, CITY in its discretion determines that a particular financing mechanism, including but not limited to an assessment district, a community facilities district, a fee district, a development fees procedure, or any similar mechanism, is required in order to implement the North Natomas Finance Plan, LANDOWNER’S participation obligations set forth hereunder (including but not limited to Exhibit C), in the North Natomas Finance Plan, or in any condition of approval, shall apply.
(3) Maintenance Districts. Either LANDOWNER may, as regarding their property, following the procedures specified in subsection 8D(1) above, request that CITY establish one or more maintenance districts for the purpose of financing the maintenance of landscaping or other public improvements, whereunder lands benefitting from the improvements and their maintenance are assessed for a proportionate share of the maintenance cost.

E. Reimbursement to LANDOWNER.
(1) From Financing Proceeds. Subject to Chapter X of the North Natomas Finance Plan, where LANDOWNER has provided advance funding for public Infrastructure required by the North Natomas Finance Plan or has constructed such Infrastructure under the direction and control of CITY, LANDOWNER shall be reimbursed for Reimbursable Infrastructure Costs at such time as CITY has established a permanent

- 20 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No.______________________
City Agreement No.______________________ Date Adopted:______________________ financing mechanism in the form of an assessment district, community facilities district, or other similar mechanism through which permanent public financing for such improvements is established. Those items qualifying as Reimbursable Infrastructure Costs shall be determined pursuant to CITY policies in existence at the time of establishment of the permanent financing mechanism. CITY agrees to entertain reasonable requests from LANDOWNER for exceptions to such policies; provided, however, that CITY may, in its reasonable discretion, deny any such request upon grounds, including but not limited to consistency of application of its policies and the potential for establishing negative precedent. Nothing in this Agreement shall authorize reimbursement of any cost which, in the opinion of CITY’s bond counsel, is not permissible for purposes of establishing or retaining tax free status of any bonds issued, or contemplated to be issued by CITY. (2) Reimbursement From Others Benefitted. In any case where CITY requires or permits LANDOWNER to plan, design, construct, or fund the planning, design or construction of improvements required for development by the North Natomas Finance Plan, in excess of or beyond those required for development of the Property, or, where required by the North Natomas Finance Plan, to make dedications, provide mitigation or incur costs in connection with public improvements or the planning of the North Natomas area in excess of or beyond those required for development of the Property, and the provisions of the preceding subsection do not apply, CITY shall utilize its best efforts to require that all other Persons benefitted by the improvements shall reimburse (through fee districts, agreements, conditions of approval, or otherwise) LANDOWNER for such Person’s proportionate share of such costs as determined in accordance with the North Natomas Finance Plan, or by CITY. For purposes of this Agreement, the term “in excess of or beyond those required for development of the Property” shall mean requirements which exceed LANDOWNER’s fair proportionate share, as determined in accordance with the provisions of the North Natomas Finance Plan and any associated documents or studies.

Such reimbursement shall be subject to the limitations specified in the preceding paragraph (including those provisions relating to consideration by CITY of exceptions to its policies), relating to CITY policy and Reimbursable Infrastructure Costs. Reimbursement shall be limited to that amount which exceeds LANDOWNER’s appropriate share of the cost, determined in accordance with principles established in the North Natomas Finance Plan, and any associated documents or studies.

(3) Reimbursement of Planning, Engineering and Staff Costs. In accordance with the provisions of the North Natomas Finance Plan, and as soon as feasible following City

- 21 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ Council adoption of the said Plan, CITY shall enact a fee ordinance which imposes a fee upon NNCP area landowners, including LANDOWNERS, to pay the planning, engineering, staff and related costs (including but not limited to CITY staff and related costs), as specified in the North Natomas Finance Plan, and which relate to development of the NNCP, the Finance Plan, the general form of the Development Agreement, the Comprehensive Drainage Plan, and all related documents. The fee shall be spread across lands within the NNCP area in the same fashion as the public facilities fees. Credits shall be given to those landowners who have paid some or all of their share of the said costs, for the amounts so paid. The fee shall be payable prior to issuance of the first discretionary entitlement for the land as to which an application has been filed with CITY.

9. LANDOWNER Obligations.

A. Transfer of Land to CITY. As set forth elsewhere in this Agreement, LANDOWNERS have agreed to transfer lands needed for Infrastructure or public facilities to CITY, or to such other public agency as is appropriate, pursuant to the provisions of the NNLAP. Set forth in Exhibit H, attached hereto and incorporated herein by this reference, is a map depicting the currently contemplated approximate location and amount of land which LANDOWNERS will be required to transfer to CITY, together with a categorical listing of the types of Infrastructure and public facilities which are covered by the terms of this subsection. LANDOWNERS shall transfer the said required lands to CITY, utilizing the Irrevocable Offer of Dedication form set forth in Exhibit G, attached hereto and incorporated herein by this reference, at such time as is:

(1) required pursuant to a condition or term of any entitlement for use or development of the Property; or
(2) requested by CITY, where LANDOWNER has not applied for an entitlement for use or development of the Property, but the land is needed, in CITY’s sole discretion, for purposes of construction of Infrastructure or public facilities.

In the event that, at the time of the required transfer to CITY, the location of, or the quantity of land required for the Infrastructure or public facilities has changed from that depicted on Exhibit H, to such a significant degree or extent that the location or quantity is inconsistent with both the NNCP as it exists on the effective date of this Agreement, and the North Natomas Finance Plan, the parties shall meet and negotiate, and in good faith endeavor to reach agreement on any amendments to this Agreement needed to allow development of the Property in a reasonable manner, taking into account the changes in Infrastructure and public facilities. If agreement is reached between the parties, the procedures specified herein and in the Procedural Ordinance shall apply to

- 22 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ amendments to this Agreement. If agreement is not reached, either party shall have the right to terminate this Agreement by providing the other party sixty (60) days notice.

B. Development Timing. LANDOWNER shall have no obligation to initiate or commence development of any particular phase of the Property within any period of time.

10. Litigation/Indemnification.

A. Challenge to Agreement or Entitlements.

(1) In the event of any action instituted by a third party challenging the validity of any portion of this Agreement, including but not limited to, the proceedings taken for its approval (including the requirements of the California Environmental Quality Act – “CEQA”) or any other act undertaken by the parties hereto in furtherance of this Agreement or its terms, or any action instituted by a third party challenging the validity of any of the entitlements specified herein (including CEQA challenges), the parties agree to cooperate in the defense of the action. In all such litigation brought to contest the validity of this Agreement or such entitlements, the following shall apply:

(a) City may, in its sole discretion, either defend such litigation or tender its defense to LANDOWNER or LANDOWNERS.
(b) In the event that CITY determines to defend the action itself, LANDOWNER or LANDOWNERS shall be entitled, subject to court approval, to join in or intervene in the action on its own behalf, or to advocate in favor of validity of this Agreement or any challenged entitlement. In such a case, each party shall bear its own attorney fees and costs.
(c) In the event that CITY determines to tender the defense of the action to LANDOWNER or LANDOWNERS, LANDOWNER or LANDOWNERS shall defend the action on its behalf and on behalf of CITY, and shall bear all attorney fees and costs associated with such defense from and after the date of the tender.

Provided, however, that CITY may at any time after the tender elect to assume representation of itself; in that event, from and after the date CITY gives notice of its election to do so, CITY shall be responsible for its own attorney fees and costs incurred thereafter.

(2) If, in such litigation, a final judgment or other final order is issued by the court which has the effect of invalidating or rendering ineffective, in whole or in part, any

- 23 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ provision of this Agreement or the Agreement itself, or any entitlement issued during the term of this Agreement and pursuant to its terms, the following shall apply:
(a) if the judgment or order includes a provision for attorney fees and/or costs of the successful party or parties, LANDOWNERERS shall pay the entire cost thereof, without right of offset, contribution or indemnity from CITY, irrespective of anything to the contrary in the judgment or order. Provided, however, that if the litigation relates entirely, solely and exclusively to a challenge to the NNCP in general, or to the North Natomas Finance Plan in general, separate and apart from this Agreement or any entitlement relating to the Property, and if LANDOWNER is named or becomes a party in such litigation, LANDOWNER and CITY shall bear the cost of the successful party’s attorney fees and/or costs in the manner specified in the court’s judgment. (b) CITY and LANDOWNER shall meet and endeavor, in good faith, to attempt to reach agreement on any amendments needed to allow development of the Property to proceed in a reasonable manner, taking into account the terms and conditions of the court’s judgment or order. If agreement is reached, the procedures for amending this Agreement as specified herein, and in the Procedural Ordinance, shall apply. If agreement is not reached, either party shall have the right to terminate this Agreement by giving the other party sixty days’ notice of termination.

(c) In the event that amendment is not required, and the court’s judgment or order requires CITY to engage in other or further proceedings, CITY agrees to comply with the terms of the judgment or order expeditiously.

B. Indemnification. LANDOWNERS and each LANDOWNER agrees to defend and indemnify CITY, its elective and appointive boards, commissions, officers, agents and employees against any liability for damage or claims for damage for personal injury, including death, or property damage, arising out of or relating in any way to actions or activities to develop the Property, undertaken by such LANDOWNERs or LANDOWNER or LANDOWNER’s contractors, subcontractors, agents or employees or LANDOWNERS’ contractors, subcontractors, agents or employees.

11. Effect of Subsequent Laws.

A. Laws of Other Agencies.

- 24 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ (1) If any public agency, other than CITY, adopts any new law, regulation, ordinance or imposes any new condition (herein referred to collectively as “the New Law”) after the date of this Agreement, which prevents or precludes either the CITY or LANDOWNER, or both, from complying with one or more provisions of this Agreement, then immediately following the enactment of the New Law the parties shall meet and confer in good faith to determine whether the New Law applies to the Property, and whether suitable amendments to this Agreement can be made, in order to maintain LANDOWNER’s right to develop the Property in a reasonable manner pursuant to Exhibit B.
(2) In the event that the parties, after having engaged in good faith negotiations, are unable to agree on such amendments, the parties shall consider whether suspension of the term of this Agreement is appropriate, and if so, what the terms and conditions of any such suspension should be. In the event that the parties, after having engaged in good faith negotiations are unable to agree on the suspension issues, either party shall have the right to terminate this Agreement by giving the other party sixty (60) days’ written notice of termination. (3) LANDOWNER or CITY shall have the right to institute litigation relating to the New Law, and raise any issues relating to its validity. If such litigation is filed, this Agreement shall remain in full force and effect until final judgment is issued.

Provided, however, that if any action that CITY would take in furtherance of this Agreement would be rendered invalid, facially or otherwise, by the New Law, CITY shall not be required to undertake such action until the litigation is resolved, or the New Law is otherwise determined invalid, inapplicable, or is repealed. In the event that such judgment invalidates the New Law, or determines that it does not affect the validity of this Agreement, this Agreement shall remain in full force and effect, and its term shall be extended by the amount of time between the effective date of the New Law, and the effective date of the judgment. In the event that such judgment determines that the validity of this Agreement is, directly or indirectly affected by the New Law, the provisions of subsections 11A(1) and 11A(2) above shall apply.

B. Laws Passed by CITY. Subject to the provisions of section 5 of this Agreement, neither the CITY nor any CITY Agency shall enact any initiative, ordinance, policy, resolution, general plan amendment or other measure that relates to the density or intensity of development on the Property, or the rate, timing or sequencing of the development or the construction on the Property on all or any part thereof, or that is otherwise in conflict, either directly or indirectly, with this Agreement.

- 25 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________

12. Enforced Delay; Extension of Times of Performance. In addition to other specific provisions of this Agreement, performance by either party hereunder shall not be deemed in default where delay or inability to perform is due to war, insurrection, strikes, walkouts, riots, floods, earthquakes, fires, casualties, acts of God, enactment of conflicting state or federal laws or regulations, new or supplementary environmental laws or regulations, litigation instituted by third parties challenging the validity of this Agreement or any of the vested entitlements described in section 5 of this Agreement. Upon request of either party to the other, a written extension of time for such cause shall be granted for the period of the enforced delay, or longer as may be mutually agreed upon.

13. Legal Actions; Applicable Law; Attorney Fees.

A. Legal Actions. In addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any default by any other party to this Agreement, to enforce any covenant or agreement herein, or to enjoin any threatened or attempted violation hereunder. Notwithstanding any other provision of law, or of this Agreement, in no event shall LANDOWNER or CITY, its officers, agents or employees be liable in damages for any breach, default or violation of this Agreement, it being specifically understood and agreed that the parties’ sole legal remedy for a breach, default or violation of this Agreement shall be a legal action in mandamus, specific performance or other injunctive or declaratory relief to enforce the provisions of this Agreement.

B. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California. Each LANDOWNER agrees and acknowledges that CITY has approved and entered into this Agreement in the sole exercise of its legislative discretion and that the standard of review of the validity and meaning of this Agreement shall be that accorded legislative acts of CITY.

C. Attorney Fees. In any arbitration, quasi-judicial, administrative or judicial proceeding (including appeals), brought by either party hereto to enforce or interpret any covenant or any of such party’s rights or remedies under this Agreement, including any action for declaratory or equitable relief, the prevailing party shall be entitled to reasonable attorneys’ fees and all costs, expenses and disbursements in connection with such action, including the costs of reasonable investigation, preparation and professional or expert consultation, which sums may be included in any judgment or decree entered in such action in favor of the prevailing party. For purposes of this section, and any other portion of this Agreement relating to attorney fees, reasonable attorneys fees of the City Attorney’s Office shall be based on comparable fees of private attorneys practicing in Sacramento County.

- 26 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________

14. Amendment of Agreement. This Agreement may be amended from time to time only by the mutual written consent of the parties, in accordance with the provisions of Government Code sections 65867 and 65868. In addition, all of the provisions of the Procedural Ordinance relating to the need for amendment, and the manner thereof, shall apply. Upon request of a party, this Agreement shall be amended to include the terms and conditions of any discretionary entitlement granted with respect to the Property after the Effective Date.

15. CITY’s Good Faith in Processing. Subject to the provisions of section 5B hereof, and LANDOWNER’s compliance with each and every term and condition of this Agreement and all of its exhibits, CITY agrees that it will accept in good faith for processing, review, and action, all complete applications for master parcel maps, zoning, planned unit development designation, planned unit development guidelines, schematic plans, special permits, building permits, parcel maps, subdivision maps, or other entitlements for use of the Property in accordance with the General Plan, the NNCP and this Agreement.

CITY shall inform a LANDOWNER, upon request, of the necessary submission requirements for each application for a permit or other entitlement for use in advance, and shall review said application and shall schedule the application for expeditious review by the appropriate authority.

16. Default, Remedies, Termination.

A. General Provisions. Subject to any extensions of time by mutual consent of the parties, and subject to the cure provisions set forth herein, any failure or unreasonable delay by either party to perform any material term or provision of this Agreement shall constitute a default.
(1) LANDOWNER Default. In addition to any other remedy specified herein, in the event that notice of default has been given in accordance with this section, wherein a default by LANDOWNER is alleged with respect to the portion of the Property owned by that LANDOWNER, CITY shall not be obligated to issue any building permit, or grant any entitlement as to which an application has been filed as to that LANDOWNER. No non-defaulting LANDOWNER shall be liable for the default. (2) CITY Default. In addition to any other remedy specified herein, in the event that notice of default has been given in accordance with this section, wherein a default by CITY is alleged, any resulting delays in LANDOWNER’s performance caused by CITY’s default shall not constitute a LANDOWNER default, or be grounds for termination or cancellation of this Agreement.

- 27 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ (3) Successors in Interest. Where the Property, following the Effective Date, has been lawfully conveyed in whole or in part to one or more successors in interest, in such a manner as to invoke the provisions of section 4 of this Agreement, and one or more of such successors in interest is in default with respect to the portion of the Property owned by it, neither LANDOWNER nor any other non-defaulting successor in interest shall be liable for the default, if the provisions of section 4 have been complied with, and in accordance with the terms and conditions of that section.

B. Cure of Default. In the event of an alleged default or breach of any terms or conditions of this Agreement, the party alleging such default or breach shall give the other parties notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured and a reasonable period of time in which to cure, that shall in no event be less than thirty (30) days. During any such period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings.

C. Remedies After Expiration of Cure Period. After notice and expiration of the thirty (30) day period, if the alleged default has not been cured in the manner set forth in the notice, the other party may at its option:

(1) institute legal proceedings to obtain appropriate judicial relief, including but not limited to mandamus, specific performance, injunctive relief, or termination of this Agreement; or
(2) give the other parties notice of intent to terminate this Agreement pursuant to Government Code section 65868 and the Procedural Ordinance. In the event that such notice is given, CITY shall schedule the matter for public hearing before the City Council to review the matter and make specific written findings regarding the alleged default. Where a LANDOWNER is the party alleged to be in default, such LANDOWNER shall be afforded a reasonable opportunity to respond to all allegations of default at such public hearing. CITY shall provide LANDOWNER at least thirty (30) days prior written notice of such public hearing, as well as provide LANDOWNER copies of all CITY staff reports prepared in connection therewith at least five (5) days prior to the hearing.

17. Annual Review.

A. General Provisions. In accordance with Government Code section 65865.1, and the Procedural Ordinance, CITY shall, at least every twelve (12) months during the Term of this Agreement, review the extent of good faith compliance by LANDOWNER with the terms of this Agreement. Failure of CITY to conduct an annual review shall not constitute

- 28 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ a waiver by CITY or LANDOWNER of the right to conduct future annual review or to otherwise enforce the provisions of this Agreement, nor shall a party have or assert any defense to such enforcement by reason of any such failure. The failure of CITY to undertake such review, shall not, in itself, invalidate the terms of this Agreement or excuse any party hereto from performing its obligations under this Agreement.

B. Scope of Review. The annual review shall be limited in scope to compliance with the terms and conditions of this Agreement.

C. Proceedings. The procedures specified in the Procedural Ordinance for conduct of the annual review by the City Manager, and by the City Council, shall apply to each annual review of this Agreement. At least ten (10) days prior to the commencement of any annual review, CITY shall deliver to LANDOWNER a copy of any public staff reports and other documents to be used or relied upon in conducting the review. LANDOWNER shall be permitted an opportunity to respond to CITY’s evaluation of LANDOWNER’s performance by written and oral testimony at the public hearing to be held before the City Council, if LANDOWNER so elects.

At the conclusion of the annual review, CITY shall make written findings and determinations on the basis of substantial evidence, as to whether or not LANDOWNER or its successors have complied in good faith with the terms and conditions of this Agreement.

D. Failure of Compliance. Any determination of failure of compliance shall be subject to the notice requirements and cure periods set forth in section 16 of this Agreement. If termination is proposed, it shall apply solely with respect to that portion of the Property (if less than all) affected by the failure to show good faith compliance. If modification of the Development Agreement is proposed, the modification shall pertain solely to the provisions hereof as applicable to that portion of the Property (if less than all) affected by the condition that has prompted the proposed modification.

18. Termination upon Completion of Development.

A. General Provisions. This Agreement shall terminate as to each parcel of property contained within the Property when that parcel of property has been fully developed and all of LANDOWNER’S obligations in connection therewith are satisfied, as reasonably determined by CITY. CITY shall, upon written request made by a LANDOWNER to CITY’s Department of Planning and Development, determine if the Agreement has terminated, with respect to any parcel, and shall not unreasonably withhold termination as to that parcel if LANDOWNER’S obligations therewith are satisfied. CITY shall be entitled to receive payment of a fee commensurate with the cost of processing the request and

- 29 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ making such a determination, including but not limited to CITY’s administrative and legal expenses. Upon termination of this Agreement, CITY shall upon LANDOWNER’s request record a notice of such termination in a form satisfactory to the City Attorney that the Agreement has been terminated. The aforesaid notice may specify, and LANDOWNER agrees, that termination shall not affect in any manner any continuing obligation to pay any item specified by this Agreement, by the North Natomas Finance Plan or any of the measures implementing said plan, and shall have the effect as set forth in section 18C.

B. Multi-family and Single Family Residential Projects. This Agreement shall automatically terminate and be of no further force and effect as to any single family residence or multifamily building, and the lot or parcel upon which said residence or building is located, when it has been approved by CITY for occupancy.

C. Effect of Termination On Landowner Obligations. Termination of this Agreement as to the Property or any portion thereof shall not affect any of the LANDOWNER’s obligations to comply with CITY’s General Plan, the NNCP, and all entitlements issued for the Property, nor shall it affect any other covenants of this Agreement specified in this Agreement to continue after the termination of this Agreement, including but not limited to those specified in sections 6 and 10 and subsection 13C.

19. No Joint Venture, Partnership, or Other Relationship. Nothing contained in this Agreement or in any other document executed in connection with this Agreement shall be construed as creating a joint venture or partnership between CITY and LANDOWNERS. No relationship exists as between LANDOWNERS and CITY other than that of a governmental entity regulating the development of private property, and the owners of such private property.

20. Notices. All notices required or provided for under this Agreement shall be in writing and delivered in person or sent by certified mail, postage prepaid, return receipt requested, to the principal offices of the CITY and LANDOWNER or LANDOWNER’s assigns and successors, and to Lender, if applicable. Notice shall be effective on the date delivered in person, or the date when received if such notice was mailed to the address of the other party as indicated below:

Notice to the CITY: City of Sacramento
915 I Street
Sacramento, California, 95814
ATTN: City Manager

- 30 - North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ Notice to SBH: SBH Natomas LLC
500 J Street, 4th Floor
Sacramento, CA 95814
Attn: Jeffrey K. Dorso, Esq.

Senior Vice President and General Counsel
Email: [email protected]
with copies to:

Pioneer Law Group
1122 S Street
Sacramento, CA 95811
Attn: Joel Patrick Erb, Esq.

Email: [email protected]
Notice to CNU: California Northstate University, LLC
Attn: Dr. Alvin Cheung, President
Attn: Spencer Short, General Counsel
9700 West Taron Drive
Elk Grove, CA 95757
Email: [email protected]
[email protected]
with a copy to:

Thomas Law Group
455 Capitol Mall, Suite 801
Sacramento, CA 95814
Attn: Nick Avdis
[email protected]
Any party may change the address to which notices are to be mailed by giving written notice of such changed address to each other party in the manner provided herein.

21. Severability. If any provision of this Agreement is held invalid, void or unenforceable but the remainder of the Agreement can be enforced without failure of material consideration to any party, then this Agreement shall not be affected and it shall remain in full force and effect, unless amended or modified by mutual consent of the parties, utilizing the procedures specified herein and the Procedural Ordinance. Provided, however, that if such holding affects a material provision of this Agreement, a LANDOWNER shall have the right in its sole discretion to terminate this Agreement as to its portion of the Property upon providing written notice of such termination to CITY; provided further, however, that in the event LANDOWNER so elects

- 31 - North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ to terminate, such election shall not affect in any manner the terms and conditions of any entitlement theretofore granted by CITY with respect to the Property, or any portion thereof.

22. Recording. The City Clerk shall cause a copy of this Agreement to be recorded with the Sacramento County Recorder no later than ten (10) days following execution of this Agreement by CITY, which execution will take place no sooner than the effective date of the ordinance approving this Agreement.

23. Reimbursement to CITY. LANDOWNERS agree to reimburse the CITY for reasonable and actual expenses incurred by CITY that relate directly to CITY’S review, consideration and execution of this Agreement. Such expenses include but are not limited to recording fees, publishing fees and any special meeting costs, staff time (including review by the City Attorney), and notice costs. Such expenses shall be paid by LANDOWNERS within thirty (30) days of receipt of a detailed written statement of such expenses.

24. Provisions Relating to Lenders.

A. Lender Rights and Obligations.

(1) Prior to Lender Possession. No Lender shall have any obligation or duty under this Agreement to construct or complete the construction of improvements, or to guarantee such construction or completion, and shall not be obligated to pay any fees or charges which are liabilities of LANDOWNER or LANDOWNER’s successors in interest, but shall otherwise be bound by all of the terms and conditions of this Agreement, which pertains to the Property or such portion thereof in which it holds an interest. Nothing in this section shall be construed to grant to a Lender rights beyond those of LANDOWNER hereunder, or to limit any remedy CITY has hereunder in the event of default by LANDOWNER, including but not limited to termination and/or refusal to grant entitlements with respect to the Property. (2) Lender in Possession. A Lender who comes into possession of the Property, or any portion thereof, pursuant to foreclosure of a mortgage or deed of trust, or a deed in lieu of foreclosure, shall not be obligated to pay any fees or charges which are obligations of LANDOWNER, and which remain unpaid as of the date such Lender takes possession of the Property or portion thereof. Provided, however, that a Lender shall not be eligible to apply for or receive entitlements with respect to the Property, or otherwise be entitled to develop the Property or devote the Property to any uses or to construct any improvements thereon other than the development contemplated or authorized by this Agreement and subject to all of the terms and conditions hereof, including payment of all fees (delinquent, current and accruing in the future) and charges, and assumption of all obligations of LANDOWNER

- 32 - North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ hereunder; provided, further, that no Lender, or successor thereof, shall be entitled to the rights and benefits of the LANDOWNER hereunder or entitled to enforce the provisions of this Agreement against CITY unless and until such Lender or successor thereof qualifies as a recognized assignee under the provisions of section 4 of this Agreement.

B. Notice of LANDOWNER’s Default Hereunder. If CITY receives notice from a Lender requesting a copy of any notice of default given LANDOWNER hereunder and specifying the address for service thereof, then CITY shall deliver to such Lender, concurrently with service thereon to LANDOWNER, any notice given to LANDOWNER with respect to any claim by CITY that LANDOWNER has committed a default, and if CITY makes a determination of non-compliance, CITY shall likewise serve notice of such non-compliance on such Lender concurrently with service thereof on LANDOWNER.

C. Lender’s Right to Cure. Each Lender shall have the right (but not the obligation) during the same period of time available to LANDOWNER to cure or remedy, on behalf of LANDOWNER, the default claimed or the areas of non-compliance set forth in CITY’s notice. Such action shall not entitle a Lender to develop the property or otherwise partake of any benefits of this Agreement unless such Lender shall assume and perform all obligations of LANDOWNER hereunder.

D. Other Notices Given By City. A copy of all notices given by CITY pursuant to the terms of this Agreement shall be sent to Lender at the address provided in section 20 hereof.

25. Estoppel Certificate. Either party may, at any time, and from time to time, deliver written notice to the other party requesting such other party to certify in writing that, to the knowledge of the certifying party, (i) this Development Agreement is in full force and effect and a binding obligation of the parties, (ii) this Development Agreement has not been amended or modified either orally or in writing, or if so amended, identifying the amendments, and (iii) the requesting party is not in default in the performance of its obligations under this Development Agreement, or if in default, describing therein the nature and amount of any such defaults. A party receiving a request hereunder shall execute and return such estoppel certificate, or give a written detailed response explaining why it will not do so, within thirty (30) days following the receipt of each such request. Each party acknowledges that such an estoppel certificate may be relied upon by third parties acting in good faith. A certificate provided by CITY establishing the status of this Agreement with respect to the Property or any portion thereof shall be in recordable form and may be recorded at the expense of the recording party.

26. Construction. All parties have had the opportunity to be represented by legal counsel of their own choice in the preparation of this Development Agreement and no presumption or rule that “an ambiguity shall be construed against a drafting party” shall apply to the interpretation or

- 33 - North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ enforcement of any provision hereof. Captions on sections and subsections are provided for convenience only and shall not be deemed to limit, amend or affect the meaning of the provision to which they pertain.

27. Counterparts. This Agreement may be executed in any number of counterparts and shall be deemed duly executed when each of the parties has executed such a counterpart.

28. Time. Time is of the essence of each and every provision hereof.

29. Limitation of Actions. No court action shall be filed by a party to this Agreement on the ground of default or breach of its terms unless such action is filed within one hundred eighty (180) days from the date of discovery by the aggrieved party of the facts underlying the claim of breach or default.

30. No Third Parties Benefitted. No Person who is not a qualified successor or assign of a party hereto pursuant to section 4 of this Agreement, or who has not become a party by duly adopted amendment hereof may claim the benefit of any provision of this Agreement.

31. Effect of Agreement upon Title to Property. In accordance with the provisions of Government Code section 65868.5, from and after the time of recordation of this Agreement, the Agreement shall impart such notice thereof to all persons as is afforded by the recording laws of the State of California. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement.

32. Covenant of Good Faith. CITY and LANDOWNERS agree that each of them shall at all times act in good faith in order to carry out the terms of this Agreement.

33. Exhibits: The following are the exhibits to this Agreement:

A Legal Description of the Property
B Landowner’s Development Plan
C Special Conditions
D Assignment and Assumption Agreement
E North Natomas Land Acquisition Program
F Protest Waiver Form
G Irrevocable Offer of Dedication Form
H Map and Categorical Listing of Land and Infrastructure

34. Entire Agreement. This Agreement, together with its Exhibits A to H, inclusive, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement.

- 34 - North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ This Agreement is specifically intended by the parties hereto to supersede all prior development agreements, if any, for the Property which may exist between CITY and LANDOWNERS. The provisions of subsection 10B of this Agreement, relating to indemnification and defense of CITY, its officers, employees and agents, shall be applicable to any claim whatsoever against CITY, its officers, employees and agents, arising out of or in any way relating to any prior development agreement relating to the Property.

35. City Attorney Costs. LANDOWNERS shall pay to the City of Sacramento the sum of $1,500.00 as and for reimbursement of the costs of the City Attorney in preparation and processing of this Agreement.
››› Signature Page Follows ‹‹‹

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits
IN WITNESS WHEREOF, the CITY and LANDOWNERS have executed this Development Agreement as of the date first set forth above.

CITY OF SACRAMENTO
By: _______________________________
Darrell Steinberg
Mayor of City of Sacramento
Date: _____________, 2022
Attest
Sacramento City Clerk
By: ____________________________
Signature
Approved as to Form
Sacramento City Attorney
By: ______________________________
Signature
(ATTACH APPROPRIATE ACKNOWLEDGMENT)

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits
SBH Natomas LLC
By: ________________________________
Signature
________________________________
Print Name
________________________________
Title
Date: _____________, 2022
Approved as to Form
Jay M. Harris
By: ________________________________
Jay M. Harris
Pioneer Law Group, LLP
Attorneys for SBH Natomas LLC
(ATTACH APPROPRIATE ACKNOWLEDGMENT)

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits
California Northstate University, LLC
By: ________________________________
Dr. Alvin Cheung
President
Date: _____________, 2022
Approved as to Form
Spencer Short
By: ________________________________
Spencer Short
General Counsel for California Northstate,
University, LLC
(ATTACH APPROPRIATE ACKNOWLEDGMENT)

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits

EXECUTION PAGE FOR LENDER

[Name + nature of entity] (herein “LENDER”) owns an equitable interest in the Property described in Exhibit “A” of this Agreement as the beneficiary of that certain deed of trust and assignment of rents dated [date] and recorded on [date], as Instrument [#], in Book [#], Page [#], Official Records, Sacramento County, California.

LENDER hereby executes this Agreement and agrees to be bound by the terms and condition hereof, subject to the limitations set forth in section 24 hereof.

LENDER requests that it be provided with copies of all notices mailed to LANDOWNER pursuant to the terms of this Agreement and that said copies be addressed as follows:
________________________
________________________
________________________
Attn: ___________________
Dated: ____________, 20[ ]

LENDER: ________________________________
Signature

By: _____________________________
Its: ____________________________
(ATTACH APPROPRIATE ACKNOWLEDGMENT)

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits

EXHIBIT A

DESCRIPTION OF LANDOWNERS PROPERTY
(ENTIRE PROJECT SITE)

SEE ATTACHED
NOTE: UPON RECORDATION OF FINAL SUBDIVISION MAP, THIS EXHIBIT A WILL BE REPLACED BY THE SAID MAP, WITHOUT NEED FOR AMENDMENT OF THIS AGREEMENT.

Exhibit A
Legal Description of Entire Property

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF

SACRAMENTO, IN THE COUNTY OF SACRAMENTO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL NO. 1:

All that portion of Lots 24, 25, 26, 27, 28, 49, 52, and 53 of Natomas Central Subdivision, according to the official plat thereof, filed in the office of the Recorder of Sacramento County, California, on September 18, 1920, in Book 16 of Maps, Map No. 3, described as follows:

Beginning at a point located within said Lot 53, from which the Southwest corner thereof bears the following two (2) courses and distances: (1) South 00° 25' 15" East 282.06 feet to the Southerly line of said Lot 53, and (2) along said Southerly line South 89° 34' 45" West 446.46 feet; thence from said point of beginning South 26° 01' 59" East 174.13 feet; thence curving to the right on an arc of 600.00 feet radius, said arc being subtended by a chord bearing South 13° 21' 54" West 761.65 feet; thence South 52° 45' 48" West 221.14 feet; thence curving to the left on an arc of 4,000.00 feet radius, said arc being subtended by a chord bearing South 52° 16' 03" West 69.21 feet; thence curving to the left on an arc of compound curvature with a radius of

25.00 feet, said arc being subtended by a chord bearing South 06° 59' 43" West 35.22 feet; thence South 37° 46' 54" East 283.35 feet; thence South 51° 01' 24" West 120.02 feet; thence North 37° 46' 54" West 280.89 feet; thence curving to the left on an arc of 25.00 feet radius, said arc being subtended by a chord bearing North 84° 13' 51" West 36.24 feet; thence curving to the left on an arc of compound curvature with a radius of 4,000.00 feet, said arc being subtended by a chord bearing South 48° 11' 57" West 156.51 feet; thence South 47° 04' 42" West 468.19 feet; thence curving to the right on an arc of 500.00 feet radius, said arc being subtended by a chord bearing South 77° 11' 23" West 501.68 feet; thence North 72° 41' 55" West 63.89 feet; thence curving to the right on an arc of 800.00 feet radius, said arc being subtended by a chord bearing North 52° 35' 43" West 549.94 feet; thence North 32° 29' 32" West 289.40 feet; thence curving to the left on an arc of 1,800.00 feet radius, said arc being subtended by a chord bearing North 44° 23' 15" West 742.04 feet; thence North 56° 16' 58" West 115.48 feet; thence curving to the left on an arc of 25.00 feet radius; said arc being subtended by a chord bearing South 78° 14' 38" West 35.65 feet; thence South 32° 46' 14" West 416.95 feet; thence North 53° 17' 27" West 120.28 feet; thence North 32° 46' 14" East 414.67 feet; thence curving to the left on an arc of 25.00 feet radius, said arc being subtended by a chord bearing North 09° 41' 33" West 33.76 feet; thence curving to the right on an arc of reverse curvature with a radius of 1,200.00 feet said arc being subtended by a chord bearing North 40° 30' 25" West 484.58 feet; thence North 88° 53' 16" East 1,291.74 feet; thence North 54° 11' 33" East 47.43 feet; thence North 88° 53' 16" East 485.00 feet; thence South 54° 14' 32" East 45.00 feet; thence North 88° 53' 16" East 1,281.57 feet to the point of beginning; described as Parcel 5 in Certificate of Compliance recorded March 7, 1989, in Book 890307 of Official

Records, Page 1400. EXCEPTING THEREFROM all oil, mineral, gas and other hydrocarbon substances below a depth of 500 feet under the above described real property without the right of surface entry; as reserved in the deed from Richard N. Moseman, et al., to Sacramento Sports Association, a partnership, dated June 28, 1979, recorded July 10, 1979, in Book 790710 of Official Records, Page 1243.

APN :225-0070-059-0000
APN: 225-0070-060-0000
APN: 225-0070-067-0000
APN: 225-0070-063-0000
PARCEL NO. 2:

Any and all private easements and all necessary utilities, including, but not limited to, water mains, sanitary sewers, storm sewers, electrical facilities, natural gas facilities, cable television facilities, curbs, gutters; roads, streets, and bridges; as set out in the instrument entitled "Reciprocal Easement Agreement and Declaration of Establishment of Restrictions and Covenants Affecting Land", dated March 2, 1989, recorded March 7, 1989, in Book 890307 of Official Records, page 1426.

PARCEL NO. 3:

Easements for ingress and egress in and to that certain tunnel; as set out in the instrument entitled "Tunnel Easement Agreement", dated March 7, 1989, recorded March 7, 1989, in Book 890307 of Official Records, Page 1514.

PARCEL NO. 4:

Easements for parking areas, together with ingress and egress to and from said parking areas; as set out in the instrument entitled "Reciprocal Easement and Operating Agreement", dated July 22, 1998, recorded concurrently herewith.

PARCEL NO. 5:

Parcel 1, as shown on the Parcel Map entitled "Master Parcel Map of Del Paso Road Property, Parcels 1, 6 & 7 of 890307, Page 1400, Being Portions of Lots 47, 48, 49, 50, 51, 52, 53, 54 & 55 of 16 B.M. 3", filed in the office of the Recorder of Sacramento County, California, on October 17, 1995, in Book 143 of Parcel Maps, Map No. 10, as corrected by Certificate of Correction recorded March 11, 1998, in Book 19980311 of Official Records at Page 750. Excepting therefrom all oil, mineral, gas and other hydrocarbon substances below a depth of 500 feet under the above described real property, without the right of surface entry; as reserved in the deed from Richard N. Moseman, et al., to Sacramento Sports Association, a partnership, dated June 28, 1979, recorded July 10, 1979, in Book 790710 of Official Records, Page 1243.

PARCEL NO. 6:

An easement for ingress and egress through that certain party tunnel as more particularly identified and shown in that certain Tunnel Easement Agreement" dated March 2, 1989 and recorded March 7, 1989 in Book 890307, Page 1514, Official Records, and the non-exclusive right to use said party tunnel for purposes of moving equipment, supplies, food, materials and revenues incidental to the use of the land more particularly described in Parcel No. 1 above.

APN: 225-0070-076-0000

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits
EXHIBIT A-1

DESCRIPTION OF CNU PROPERTY

SEE ATTACHED
NOTE: UPON RECORDATION OF FINAL SUBDIVISION MAP, THIS EXHIBIT A WILL BE REPLACED BY THE SAID MAP, WITHOUT NEED FOR AMENDMENT OF THIS AGREEMENT.

EXHIBIT A-1

LEGAL DESCRIPTION OF CNU PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SACRAMENTO, IN THE COUNTY OF SACRAMENTO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

That portion of land, situate in the City of Sacramento, County of Sacramento, State of California, Being a portion of Parcel 1 of “Master Parcel Map of Del Paso Road Property”, Filed in Book 143 of Parcel Maps, at Page 10, in the office of the County recorder of said county, Together with a portion of Parcel 5 of that certificate of compliance for lot line adjustment, recorded March 7, 1989, as Document No. 047576, in Book 890307, Page 1400, official records of said County, said portions being more particularly described as follows:

Commencing at the most Southeasterly corner of said Parcel 1; Thence along the Southerly line of said Parcel 1, the following three courses:

1. South 88° 53' 16" West, 1,281.57 feet;

2. Thence North 54° 14' 32'' West, 45.00 feet;

3. Thence South 88° 53' 16" West, 157.40 feet, to the true point of beginning; Thence traversing the interior of said Parcel 1 and said Parcel 5, the following 16 courses:

4. South 51° 03' 14" East, 848.84 feet to the beginning of a tangent curve concave Southwesterly and having a radius of 1,060.00 feet, the Southerly terminus of said curve being a point of tangency with a line, said line being the Northwesterly prolongation of that certain course cited in said certificate of compliance as South 37° 46' 54" East, 283.35 feet" in a portion of the Northeasterly line of said Parcel 5:

5. Thence along said curve Southeasterly 245.54 feet through a central angle of 13° 16' 20" to said point of tangency:

6. Thence along said Northwesterly prolongation and said portion of said Northeasterly line, South 37° 46' 54'' East, 787.47 feet:

7. Thence along a portion of the Southeasterly line of said Parcel 5, South 51° 01' 24'' West, 120.03 feet;

8. Thence along a portion of the Southwesterly line of said Parcel 5, and the Northwesterly prolongation thereof, North 37° 46' 54'' West, 693.80 feet:

9. Thence perpendicular to last said course South 52° 13' 06'' West, 613.76 feet to the beginning of a tangent curve concave Northerly and having a radius of 558.50 feet. The Northwesterly terminus of said curve being a point of tangency with a line, said line being the tangent extension of a tangent curve, said curve being concave to the Southwest and having a radius of 1676.00 feet, said curve being concentric with and 76.00 feet Northeasterly from a portion of the Southwesterly line of said Parcel 5;

10. Thence along said 558.50 foot radius curve Southwesterly, Westerly and Northwesterly 881.86 feet through a central angle of 90° 28' 08'' to said tangent extension:

11.thence along said tangent extension, North 37° 18' 46'' West, 230.68 feet to the beginning of said 1.876.00 foot radius, tangent curve concave Southwesterly;

12. Thence along said curve Northwesterly 621.12 feet through a central angle of 18° 58' 12'';

13. Thence continuing on a line, parallel with and 76.00 feet Northeasterly of said portion of said Southwesterly line of said Parcel 5, North 56° 16' 58'' West, 166.66 feet:

14. Thence North 32° 46' 14'' East, 40.59 feet to the beginning of a tangent curve concave Southeasterly and having a radius of 564.50 feet;

15. Thence along said curve Northeasterly 415.21 feet through a central angle of 42° 08' 34'';

16. Thence North 74° 54' 48" East, 157.52 feet to the beginning of a tangent curve concave Northwesterly and having a radius of 635.50 feet, the Northwesterly terminus of said curve being a point of tangency with a line, said line being perpendicular to Northwesterly prolongation of hereinabove described course no. 4;

17. Thence along said curve Northeasterly 398.93 feet through a central angle of 35° 58' 02'' to said point of tangency;

18. Thence tangent to last said curve, along said perpendicular line, North 38° 56' 46" East, 160.00 feet to said Northwesterly prolongation of said course no. 4:

19. Thence along said Northwesterly prolongation of said course no. 4, South 51° 03' 14" East, 351.88 feet, to the true point of beginning. As shown as Parcel A on that certain document entitled “Certificate of Compliance for Lot Line Adjustment”, recorded May 28, 2021, in Document No. 202105281380, of Official Records.

PARCEL SEVEN:

Any and all private easements and all necessary utilities, including, but not limited to water mains, sanitary sewers, storm sewers, electrical facilities, natural gas facilities, cable television facilities, curbs, gutters, roads, streets, and bridges, as set out in the instrument entitled “Reciprocal Easement Agreement and Declaration of Establishment of Restrictions and

Covenants Affecting the Land”, dated March 2, 1989, recorded March 7, 1989, in Book 890307,

PARCEL EIGHT:

Easements for ingress and egress in and to that certain tunnel as set out in the instrument entitled “Tunnel Easement Agreement”, dated March 7, 1989, recorded March 7, 1989, in Book 890307, Page 1514 of Official Records.

APN: 225-0070-076-000 Portion 225-0070-059-000; Portion 225-0070-060-000; Portion 225- 0070-067-000

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits
EXHIBIT A-2

DESCRIPTION OF SBH PROPERTY

SEE ATTACHED
NOTE: UPON RECORDATION OF FINAL SUBDIVISION MAP, THIS EXHIBIT A WILL BE REPLACED BY THE SAID MAP, WITHOUT NEED FOR AMENDMENT OF THIS AGREEMENT.

EXHIBIT A-1

LEGAL DESCRIPTION OF SBH REMAINING PROPERTY

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SACRAMENTO, IN THE COUNTY OF SACRAMENTO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL NO. 1:

That portion of land, situate in the City of Sacramento, County of Sacramento, State of California, being all of Parcel 1 of “Master Parcel Map of Del Paso Road Property”, Filed in Book 143 of Parcel Maps, at Page 10, in the office of the County recorder of said County, Together with all of Parcel 5 of that certificate of compliance for lot line adjustment, recorded March 7, 1989, as Document No. 047576, in Book 890307, Page 1400, Official records of said County.

EXCEPTING THEREFROM the following described portion:

Commencing at the most Southeasterly corner of said Parcel 1; Thence along the Southerly line of said Parcel 1, the following three courses;

1. South 88° 53' 16'' West, 1,281.57 feet;

2. Thence North 54° 14' 32'' West, 45.00 feet;

3. Thence South 88° 53' 16'' West, 157.40 feet, to the true point of beginning:

Thence traversing the interior of said Parcel 1 and said Parcel 5, the following 16 courses:

4. South 51° 03' 14' East, 848.84 feet to the beginning of a tangent curve concave Southwesterly and having a radius of 1,060.00 feet, the Southerly terminus of said curve being a point of tangency with a line, said line being the Northwesterly prolongation of that certain course cited in said certificate of compliance as "South 37° 46' 54'' East, 281.35 feet in a portion of the Northeasterly line of said Parcel 5:

5. Thence along said curve Southeasterly 245.54 feet through a central angle of 13° 16' 20' to said point of tangency;

6. Thence along said Northwesterly prolongation and said portion of said Northeasterly line, South 37° 46' 54' East, 787.47 feet;

7. Thence along a portion of the Southeasterly line of said Parcel 5, South 51° 01' 24'' West, 120.03 feet;

8. Thence along a portion of the Southwesterly line of said Parcel 5, and the Northwesterly prolongation thereof, North 37° 46' 54'' West, 693.80 feet:

9. Thence perpendicular to last said course, South 52° 13' 06'' West, 613 76 feet to the beginning of a tangent curve concave Northerly and having a radius of 558.50 feet, the Northwesterly terminus of said curve being a point of tangency with a line, said line being the tangent extension of a tangent curve, said curve being concave to the Southwest and having a radius of 1,676.00 feet, said curve being concentric with and 76.00 feet Northeasterly from a portion of the Southwesterly line of said Parcel 5:

10. Thence along said 558.50 foot radius curve Southwesterly, Westerly and Northwesterly 881.86 feet through a central angle of 90° 28' 08'' to said tangent extension;

11. Thence along said tangent extension, North 37° 18' 46" West, 230.68 feet to the beginning of said 1.876 foot radius, tangent curve concave Southwesterly;

12. Thence along said curve Northwesterly 621.12 feet through a central angle of 18° 56' 12'';

13. Thence continuing on a line. Parallel with and 76.00 feet Northeasterly of said portion of said Southwesterly
line of said Parcel 5, North 56° 16' 58'' West, 166.66 feet;

14. Thence North 32° 46' 14'' East, 40.59 feet to the beginning of a tangent curve concave Southeasterly and having a radius of 564.50 feet;

15. Thence along said curve Northeasterly 415.21 feet through a central angle of 42° 08' 34'':

16. Thence North 74° 54' 48" East, 157.52 feet to the beginning of a tangent curve concave Northwesterly and having a radius of 835.50 feet, the Northwesterly terminus of said curve being a point of tangency with a line, said line being perpendicular to Northwesterly prolongation of hereinabove described course no. 4;

17. Thence along said curve Northeasterly 398.93 feet through a central angle of 35° 58' 02'' to said point of tangency;

18. Thence tangent to last said curve, along said perpendicular line, North 38° 56' 46" East, 180.00 feet to said Northwesterly prolongation of said course no. 4;

19. Thence along said Northwesterly prolongation of said course no. 4, South 51° 03' 14'' East, 351.88 feet, to the true point of beginning;
The bearings for the above description are based on a portion of the Southerly line of said Parcel 1 of "Master Parcel Map of Del Paso Road Property'', filed in Book 143 of Parcel Maps, at

18" West, 1281.51”.

As shown as Parcel B on that certain document entitled “Certificate of Compliance for Lot Line Adjustment”, recorded May 28, 2021, in Document No. 202105281380, of Official Records.

PARCEL NO. 2:

Any and all private easements and all necessary utilities, including, but not limited to, water mains, sanitary sewers, storm sewers, electrical facilities, natural gas facilities, cable television facilities, curbs, gutters; roads, streets, and bridges; as set out in the instrument entitled "Reciprocal Easement Agreement and Declaration of Establishment of Restrictions and Covenants Affecting Land", dated March 2, 1989, recorded March 7, 1989, in Book 890307 of Official Records, page 1426.

PARCEL NO. 3:

Easements for ingress and egress in and to that certain tunnel; as set out in the instrument entitled "Tunnel Easement Agreement", dated March 7, 1989, recorded March 7, 1989, in Book 890307 of Official Records, Page 1514.

PARCEL NO. 4:

Easements for parking areas, together with ingress and egress to and from said parking areas; as set out in the instrument entitled "Reciprocal Easement and Operating Agreement", dated July 22, 1998, recorded concurrently herewith.

PARCEL NO. 5:

An easement for ingress and egress through that certain party tunnel as more particularly identified and shown in that certain Tunnel Easement Agreement" dated March 2, 1989 and recorded March 7, 1989 in Book 890307, Page 1514, Official Records, and the non-exclusive right to use said party tunnel for purposes of moving equipment, supplies, food, materials and revenues incidental to the use of the land more particularly described in Parcel No. 1 above.

APN: 225-0070-063-000; Portion 225-0070-059-000; Portion 225-0070-060-000; Portion 225- 0070-067-000

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits

EXHIBIT B
LANDOWNER’S DEVELOPMENT PLAN

THE PROJECT EXHIBITS COMPRISING THE DEVELOPMENT PLAN INCLUDE THE EXHIBITS SHOWING THE

GENERAL PLAN LAND USE DESIGNATION, ZONING, AND TENTATIVE MAP, WHICH EXHIBITS ARE ATTACHED AND INCORPORATED HEREIN, AND LABELED AS EXHIBITS B-1, B-2, AND B-3, AND THE EXHIBIT SHOWING CNU’S DEVELOPMENT LABELED B-4.

SEE ATTACHED

Esri, HERE, Garmin, (c) OpenStreetMap
contributors, and the GIS user community
Esri, HERE, Garmin, (c) OpenStreetMap
contributors, and the GIS user community
J. Quintanilla | 11/17/2021
¯

URBAN CENTER HIGH URBAN CENTER HIGH
±183 Acres ±183 Acres

URBAN CENTER LOW URBAN CENTER LOW
±183 Acres
±183 Acres

PROPOSED GENERAL PLAN DESIGNATION
0 1,300 2,600
Feet

CURRENT GENERAL PLAN DESIGNATION
EXHIBIT B-1

Existing Proposed

SPX-PUD
E Street
Sports Parkway
South Entrance Road
A Street
West Entrance Road/D Street West Entr
East Entrance Road
East Entr ce Road
South Entrance Road
Main Entrance Road
N
1,000
Feet
0 E Street
South Entrance Road
A Street
West Entrance Road/D Street West Entr
East Entrance Road
East Entr ce Road
South Entrance Road
Main Entrance Road
C-2-PUD
EXHIBIT B-2

1361 BUSH STREET ▪ SAN FRANCISCO ▪ CALIFORNIA 94109
TEL (415) 931-8600 ▪ FAX (415) 931-4601 ▪ [email protected]

FONG & CHAN ARCHITECTS
ARCHITECTURE ▪ PLANNING ▪ INTERIOR DESIGN
If this sheet is not 36" x 48" it is a reduced print - scale accordingly 12/23/21 PROJECT NO.DRAWN BY:

CHECKED BY:

SCALE:

SHEET NO.

REVISIONS

KEY PLAN

SHEET TITLE

PARCEL SITE PLAN
467WH
PD
DATE:

AGENCY APPROVAL
Innovation Park, Natomas, Sacramento, CA 95834

CALIFORNIA NORTHSTATE

UNIVERSITY MEDICAL CENTER
12/22/21

NO DESCRIPTION DATE
one eighth inch = one foot
16 840
three inches = one foot
6" 1 0 6"
one and one half inches = one foot one inch = one foot
2 0 6" 6" 0 2
three quarters inch = one foot one half inch = one foot 4 0
three eighths inch = one foot
4 0 048
one quarter inch = one foot
Plotted on:
1"=100'
OSHPD PROJECT NUMBER: H191687-34-00
CONSULTANTS:

G1-0
EXHIBIT B-3

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits

EXHIBIT C

SPECIAL CONDITIONS
I. PURPOSE AND INTENT
The definitions applicable to the body of the Agreement shall apply to this Exhibit C.

In order to achieve its objectives, and in order to obtain from each LANDOWNER and developer, all required contributions, fees, land transfers, agreements, and other mechanisms required to implement its terms, the NNCP provides that all rezoning and development shall occur through the planned unit development process. Development agreements should be entered into with LANDOWNERS whenever feasible under the circumstances.

Under no circumstances can development of the Property proceed without satisfaction of the conditions specified in this exhibit. These Special Conditions shall constitute binding and legally enforceable obligations of LANDOWNER and its successors and assigns, and binding and legally enforceable requirements and conditions for the development of the Property, in addition to other obligations, requirements and conditions imposed during the rezoning, special permit, subdivision map and other land use entitlement processes.

II. LANDOWNERS’ OBLIGATIONS
A. Mitigation Monitoring; Habitat Conservation Plan.

1. Mitigation Monitoring. When required in order to obtain entitlements, LANDOWNER shall execute a mitigation monitoring agreement, and such other agreements as may be necessary in CITY’s judgment in order to implement any mitigation measure relating to the NNCP and any mitigation monitoring plans applicable to the Property, and shall fully cooperate with CITY in implementing any mitigation monitoring plan adopted as part of the approval process for development of the Property.

2. Habitat Conservation Plan.
a. In the event that a Habitat Conservation Plan has been adopted by CITY, LANDOWNER shall be obligated to undertake and exercise one of the following options:
(i) unless exempt, participate in that Plan by payment of the fees applicable to LANDOWNER and/or the Property or provide required proportionate land dedications, at the time specified in the Plan for payment of fees or dedication of required proportionate lands; or (ii) obtain and present to CITY a duly issued, executed and effective incidental take permit issued by federal and state agencies charged with

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits
implementation of the provisions of federal and state Endangered Species Acts, which would allow development of the Property; or (iii) obtain and present to CITY a duly issued, executed, and effective form of document from said federal and state agencies that development of the Property may proceed without the need for an incidental take permit; or
(iv) participate in such other plan or program which has been approved by said federal and state agencies; or
(v) take any other action required by CITY in its sole discretion, relating to satisfaction of all applicable laws, including but not limited to CEQA and the federal and state Endangered Species Acts, where none of the provisions of subsections (i), (ii), (iii) or (iv) are applicable. b. Unless exempt, the Natomas Basin Habitat Conservation Plan Fee is payable by Landowner at the time of and as a condition of issuance of a grading or building permit. The fee is, at the time of execution of this Agreement, the sum of $40,032 per acre of the Property subject to the grading or building permit. In addition to the payment of that sum, Landowner shall be subject to the provisions of any “catch-up fee” ordinance, resolution, rule or regulation in effect at the time of issuance of the grading or building permit. The requirement specified in this subsection 2b shall be included in each entitlement issued with respect to the Property. Landowner understands and agrees that the provisions of Government Code sections 66000 through 66025, as those sections are amended, renumbered or reconstituted, shall not apply to the fees covered by this subsection 2b. CITY hereby acknowledges that this Property is exempt from the Fee.

B. Agreements with Other Agencies. As required by CITY, LANDOWNER shall enter into agreements with other affected agencies, including but not limited to:

1. Appropriate sanitation districts, including but not limited to Sacramento County Regional Sanitation District, for provision of facilities, payment of fees and charges, and payment (if applicable) of any proportionate share of penalties imposed by the Environmental Protection Agency; and

2. Reclamation District 1000, if in CITY’s sole and exclusive discretion and judgment such an agreement is in fact required, or any other agreement which is required in CITY’s sole and exclusive discretion and judgment for the implementation of Interim Drainage or the Drainage Plan.

C. Drainage Sub-basin Agreement. LANDOWNERS shall enter into an agreement with each of the other landowners within the Drainage Sub-basin within which the Property lies, which provides the manner in which the Infrastructure required for development of all of

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits
the lands within said Drainage Sub-basin shall be constructed and financed. As an alternative form of compliance with this provision, LANDOWNERS may enter into an agreement with CITY, satisfactory to the City Attorney, which provides that LANDOWNERS shall finance all costs associated with the Infrastructure required for development of all of the undeveloped lands within said Drainage Sub-basin. Any such agreement shall additionally provide for reimbursement in accordance with the terms of this Agreement, and the North Natomas Finance Plan, for LANDOWNERS’ payment of Infrastructure costs in excess of or beyond those required for development of the Property, as that term is defined in Section 8 of this Agreement. As a further alternative, CITY may impose a Drainage Sub-basin assessment district for purposes of financing the required Infrastructure. The provisions of subsection 6D of this Agreement shall apply in such a case.

D. Mixed Income Housing Requirement. To the extent that the Property is subject to approval of a mixed income housing strategy under planning and development code chapter 17.712, the strategy is attached to this Exhibit C as Exhibit C-1 and incorporated herein by this reference. The requirements specified in the strategy shall be implemented by LANDOWNERS.

E. Parks and Open Space

1. Parkland Dedication Requirement. The Parkland Dedication (Quimby) requirement for the Project is 3.5 acres of neighborhood and community parks per 1,000 residents, calculated using the formula in Section 17.512.020 of the City Code. The project could introduce up to 3,071 residential units, and 8,167 residents to the project area. Based upon a maximum residential unit count of 3,071 single-family dwelling units allowed under the PUD C-2 zoning, the project shall dedicate up to 29.17 acres of land within the Property through Irrevocable Offers of Dedication (IOD) to be included on a final map to be recorded. Total amount of acres to be dedicated is subject to Private Recreation Facilities credits, the execution of the School Facility Use Agreement as described below, and the number of housing units actually proposed for construction (if there is less than the proposed maximum, the corresponding Quimby obligation is reduced proportionally). LANDOWNER shall satisfy the Parkland Dedication requirement for the amount of residential development proposed within each final map.

If a LANDOWNER over-dedicates parkland that is in excess of the amount required for a final map, that extra parkland acreage will be credited against the parkland dedication obligation for the subsequent final map(s) within the Project Site, or transferred to another LANDOWNER or successor in interest pursuant to private agreement. The actual amount of parkland dedication required will be based on the total number of actual housing units that have been approved, the amount of parkland that has already been dedicated, and the number of housing units and parkland acreage to be dedicated with the proposed final map. If LANDOWNER decides to dedicate parkland earlier than at the time it files a final map, LANDOWNER

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits
shall dedicate the land using the irrevocable offer of dedication form (IOD) agreement.

Multi-family or mixed-use residential projects within the PUD that are located with a parcel that was approved within the Subdivision Map and the parcel does not require further subdividing would also be subject to the Quimby obligation consistent with the Innovation Park PUD Schematic Land Use Plan. The LANDOWNER will dedicate the park and/or trail through an IOD, that is within the same quadrant of the PUD that the project is located in. The park and/or trail to be developed must be accepted before the development receives approval of either Site Plan and Design Review approvals, and/or building permit issuance and/or the first certificate of occupancy.

These projects will also be subject to annex into the Neighborhood Park Maintenance District.

The amount of parkland dedication may be reduced based on City Code Section

17.512.090, which addresses Private Recreation (PR) Facilities credits. If the LANDOWNER proposes to build Private Recreation Facilities and enters into the required agreement to maintain those improvements in perpetuity, then the required parkland to be dedicated for the entire Planned Unit Development will be reduced accordingly.

2. Park Type, Location, and Acreage. The Innovation Park PUD designates certain areas as park, off-street trails, and open space lands as set forth on the Tentative Subdivision Map and PUD Guidelines Public Realm Chapter. The parks’ type, location, acreage, and timing is based on the Project entitlements for the parks is specified below.

Innovator Loop Shared Use Trail – Lots A through F on the Tentative Subdivision Map, designated as “Innovator Loop Shared Use Trail” (Trail or parkway) on the Map shall be developed concurrently with the adjacent off-site infrastructure improvements. To the extent there are any ground utility easements located within Lots A through F located within the Trail IOD, that area shall be excluded in determining the parkland dedication acreage. The residential development project adjacent to the lot with the Trail portion is located shall receive the Quimby parkland dedication credit and the development which pays for the installation of Trail improvements will receive the Park Impact Fee Credit for citywide PIF.

The Trail shall be a continuous loop upon completion of construction and shall be included in the City’s Bikeway Master Plan. The Trail must be developed per City Standards with a minimum 25-foot-wide parkway, including a “Class I” 12 foot paved bikeway, 4 feet of pervious (decomposed granite) shoulders, and a minimum of 9 feet of irrigated landscaping, in order to be eligible for Quimby parkland dedication and PIF Citywide credits. LANDOWNER will consider adding pocket parks adjacent to the trail to add to the Quimby acreage and also be eligible for Park Impact Fee Credit for neighborhood/community PIF.

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits
LANDOWNER is required under the Map conditions to form a parks maintenance district encompassing the Property to cover the costs of maintenance of all the public parks including the Trail.

Nature Park – Lot 19 on the Tentative Subdivision Map, the Nature Park which presently contains seasonal water, has developed habitat features for a variety of species. It is considered as a specialty feature of the PUD. The design of the water feature inside the Nature Park is planned to be developed for passive uses. The City’s cost to maintain Nature Park may be more (or less) than the current park maintenance assessment fee in the citywide park maintenance assessment district.

For that reason, LANDOWNER is required under the Map conditions to form a parks maintenance district encompassing the Property to cover the costs of maintenance of all the public parks including the Nature Park. If a homeowner association (HOA) is formed that encompasses the Nature Park site, the City will agree to allow the HOA to privately maintain the Nature Park in lieu of imposing the applicable portion of the parks maintenance assessment fee for that HOA subdivision.

While an IOD is required for the parkland dedication requirement for the Nature Park, the acreage containing the existing water feature elements of Nature Park will not receive parkland dedication credit as it is not considered to qualify as buildable park acreage under the City Code. The City will accept the IOD only after the Nature Park is built to city standards, including removal of any visual construction debris, or concrete rubble, to the satisfaction of Park Planning and Development Services.

Unless the EIR includes sufficient information about the regulatory requirements for development and maintenance of the natural habitat at Nature Park, the LANDOWNER will be required to prepare a management plan as part of the park master plan.

Urban Plaza – Lot 22 on the Tentative Subdivision Map; the Urban Plaza must be developed concurrent with adjacent development. The design of the adjacent development must be oriented to have “eyes” on the plaza and be subject to a CPTED (Crime Prevention through Environmental Design) analysis during the site plan and design review process. LANDOWNER shall implement the CPTED measures that are reasonably required to reduce potential property and personal crimes within the plaza. The plaza would remain open to the public from dawn to dusk with no private uses or functions prohibiting public use of the urban plaza, except by a special event permit issued by the City.

NUSD School Facilities Use Agreement – Lot 24 on the Tentative Subdivision Map. The amount of parkland dedication may be reduced based on the Natomas Unified School District (NUSD) entering into a Facilities Use Agreement which allows the City and the public to use the open space elements, including any athletic fields at the elementary school site within the Project Site during non-school hours (i.e., late weekday afternoon and all day on weekends and school holidays). The Facilities Use

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits
Agreement shall be delivered as requirement of final map condition and prior to associated final map recordation.

The tentative acreage is estimated at 4 acres. The open space would be separated from the school buildings by a fence and gate, and NUSD would be responsible for maintaining the fields, recreation amenities, fence and gate addressed in an agreement between NUSD and City. The agreement must allow for such use in perpetuity, with only termination for breach which may include significant damage to NUSD facilities caused by the public use, which the City fails to repair or replace. The parkland dedication credit shall be based on the actual acreage of the open space areas included in the agreement.

California Northstate University (CNU) - Based on the proposed residential development of 300 multi-family faculty housing units in Phase 2, CNU is required to provide for 2.2 acres of public parkland, at the time the phase 2 map is entitled. CNU can either: 1) identify on the map, the 2.2 acres of public parkland on campus with an IOD, or 2) reduce the 2.2 acres to 1.65 acres with private recreation facilities on the campus with approved amenities based on City Code section 17.512.090, which addresses Private Recreation (PR) Facilities credits up to a maximum credit of 25%; and, identify on the map the 1.65 acres with an IOD on CNU campus or through public parkland credits transferred from elsewhere on the PUD property site. Public or private parkland credits may be transferred between landowners, or successive landowners, on the Project, at any time.

The City hereby agrees that Private Recreation (PR) Facility credit shall be recognized for any of the open space or recreation facilities that are outlined per City Code and located within the CNU Campus at 5% each up to a maximum credit of 25% (to be credited against the total Quimby dedication acreage requirement for the CNU campus and/or the Property (if transferred pursuant to a transfer agreement as described above), subject to approval of a Private Recreation Facility Credit Agreement by the City)

3. Park Timing - The location of the parks delivered is shown in the PUD Guidelines Public Realm Chapter as one park site within each of the four quadrants of the Innovation Park PUD Development. The location shown in the PUD Public Realm Chapter is not binding, however the triggers for timing and acreage delivery is binding. If the LANDOWNER proposes a residential development, the developer shall resolve the park location with the first phased map, or first lot line adjustment or first 100 residential building permits issuance for each quadrant. The intent is that park acreage delivery keep pace with the number of residential units approved and that the quadrant that builds out first includes a new park location as part of the residential development plan, either through the trigger of a phased subdivision map, lot line adjustment, or building permit issues where no map is required. To accomplish this, a quarter of the park acreage due for entire development will be delivered prior to 25%, 50%, 75% and 100% of the residential building permits have been issued, respectively.

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits

4. Development of Fewer Units. Should the amount of residential development proposed for the Project be reduced from that specified in the PUD, the LANDOWNER may request modification of the parkland dedication requirement in compliance with the provisions of the Chapter 17.512 of the City Code. The City shall determine, in consultation with the LANDOWNER, which parks or portions thereof as shown in the Tentative Map shall be eliminated and such changes in the Project Entitlements may be subject to the procedures for Subsequent Approvals and amendments to this Agreement depending on the nature of changes proposed.

5. Park Impact Fees. LANDOWNER shall design and construct each designated park identified in the Innovation Park PUD, with the exception of Lot 24 (which NUSD will develop). The parks shall be designed to the standards set forth in the Plans and Project Entitlements and City’s Park Master Plan standards and developed under a PIF credit/reimbursement agreement (“Turnkey Agreement”), the form of which shall be based on the City’s standard form agreement that has been approved by the City Attorney. If LANDOWNER satisfies its Turnkey Agreement requirements, LANDOWNER will be issued Park Impact Fee Credits, which LANDOWNER or an assignee, may use at the time of issuance of building permits for residential and commercial development projects in lieu of paying the Park Impact Fee.

6. Demolition Credits. SBH will receive Park Development Impact Fee credit for the demolition of existing structures that are located on the Property and/or located on the CNU Medical Campus, per City Code 18.56.125. The foregoing is in addition to (and not a waiver of) any other credits MASTER DEVELOPER may be entitled to for City fees paid in connection with the prior arena development.

F. Transportation-Related Improvements. The following is a list of transportation improvements to be constructed as project phasing occurs over time based on the recommendations of the Local Transportation Analysis (LTA) report dated August 20,2021 and as included in the project’s Environmental Impact Report (EIR):

1. Construction of off-site Traffic Signals:
• At Del Paso Blvd & Five Star Way/E Street (Intersection #7 per LTA) The construction of this traffic signal and the construction of E Street to Sports Parkway is required with any proposed development on Lots 16, 17 and 18 as shown on the approved tentative subdivision map.
• Prosper Road & Innovator Drive (Intersection #24 per LTA) The construction of this traffic signal is required prior to reaching 65% of development of the Innovation Park Project (P18-077) based on ITE land use trip generation or if development occurs on lots 6, 7, 25, 26, and 27 and a subsequent traffic analysis identifies an earlier need for the signal construction.

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits
NOTE: The LANDOWNER is advised to submit the design and improvement plans for the Prosper Road and Innovator Drive signal to the City prior to reaching 50% of Project buildout based on project trips to ensure approval of plans in a timely manner as to not delay any further development of the Project.

2. The LANDOWNER shall pay a fair share contribution to cover the cost for design and construction of the future signal at Del Paso Road and Via Ingoglia (Intersection #6 per LTA). The one-time fair share payment shall be equal to 25% of the total cost of design and construction of the signal and shall be required with any proposed development on Lots 15, 16, 17, 18, 20, and 21 as shown on the approved tentative subdivision map.

3. Modification to the existing signal at Del Paso Road and Town Center Drive/A Street and construction of A Street to Sports Parkway shall be required with any proposed development on Lots 12, 13, 14, and 15 as shown on the approved tentative subdivision map.

4. Construction of the new signal at the intersection of Sports Parkway and E Street (Int # 102 per LTA) shall be required once E Street is constructed and connected to Sports Parkway or with any proposed development on Lots 16,17 and 18 as shown on the approved tentative subdivision map.

III. CONDITIONS OF DEVELOPMENT; SPECIAL FINDINGS REQUIRED A. In addition to other findings and conditions as may be deemed applicable, no special permit, subdivision map or other land use entitlement for the Property shall be approved unless the approving body either: (1) makes the following findings; or (2) expressly waives such findings, in whole or in part, as not applicable to the Property and stating the reasons therefor with such waiver and the reasons therefor appear in the record or document of approval. These findings are:

1. The approval of the proposed project is consistent with the policies, goals, standards and objectives of the NNCP and other relevant factors and circumstances, including but not limited to:
a. The adequacy of the required interim and permanent Infrastructure needed to support the project planned for the Property;
b. The extent of participation required of LANDOWNER under the North Natomas Finance Plan has been secured;
c. The extent to which LANDOWNER has complied with the provisions of the NNLAP.

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits
d. The extent to which LANDOWNER has complied with the provisions of the Policy.

2. The North Natomas Finance Plan has been adopted by the City Council.

3. All transfers of land, owned by or under the control of LANDOWNER, which are specified in the NNLAP as being necessary for public purposes, have been transferred to CITY or to the appropriate public agency. For this purpose, a transfer will be deemed to occur upon delivery to CITY of an Irrevocable Offer of Dedication in form and manner approved by the City Department of Public Works and the City Attorney. These dedications include, but are not limited to streets, utilities, drainage facilities and public transit.

4. LANDOWNER has, where applicable, demonstrated that the proposed project as designed meets or exceeds the jobs to housing ratio of the NNCP, either actually or through the medium of the Housing Trust Fund, or through assisting housing starts in North Sacramento, or a combination thereof.

5. LANDOWNER has entered into all agreements required pursuant to sections IIA, IIB, and II.C above.

6. Appropriate environmental review of the proposed project has been completed, and any suggested mitigation measures resulting therefrom have been included in the approval of the project to the extent feasible.

B. In the event that any of the special findings required herein cannot be made and are not waived, approval may nevertheless be given to the proposed project if all of the following conditions can be satisfied with respect to each such special finding not made:

1. Practicable and feasible requirements or mitigation measures can be imposed upon the project, the implementation of which would allow such special finding to be made;

2. The applicant has agreed to be bound (through written agreement satisfactory to the City Attorney) by and to implement such requirements or mitigation measures, and has posted such security for compliance therewith as may be required by the City Manager; and

3. It is in the public interest and consistent with the policies, goals, standards and objectives of the Community Plan for the project to be approved with such requirements and mitigation measures.

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits
EXHIBIT C-1

MIXED INCOME HOUSING STRATEGY

Innovation Park PUD Mixed Income Housing Strategy
The Innovation Park Planned Unit Development (Innovation Park) is a mixed-use community proposed on the approximately 183.8-acre site that includes the prior Sleep Train Arena building and former Sacramento Kings practice facility, parking lots surrounding the arena building, and partially and fully undeveloped areas north of the arena and parking lots. SBH Natomas LLC (“Developer”) is the owner of Innovation Park, located within the North Natomas community in the northwestern portion of the city of Sacramento.

The land uses immediately surrounding the Innovation Park PUD area consist of mixed-use commercial, multi-family residential, and vacant land uses, and are bounded by Del Paso Road to the north, Truxel Road to the east, Arena Boulevard to the south, and East Commerce Way to the west.

Innovation Park is a proposed mixed-use, master planned community consisting of a state-of-theart hospital and medical campus comprised of approximately 35 acres of hospital and medical campus, 24.3 acres of park, medium to high density mixed-use zoning, and a school. The plan area will have a General Plan designation of Urban Center Low with a density range of 20 units per acre to 150 units per acre.

The North Natomas Community Plan calls for “[n]eighborhoods (that) will provide a balance of different housing densities with a variety of housing types, lot sizes, and affordability to serve a broad spectrum of residents.”
The vision for Innovation Park is to transform and redevelop the prior Sleep Train Arena from an underutilized sports complex into a vibrant innovation district focused on health, education, and living, with a mix of uses that enhances the fabric of North Natomas and the region. The project’s goals envision a plan that supports a wide variety of housing types as envisioned by the housing principles of the North Natomas Community Plan. Estimated residential densities, ranging from 20 units to a permitted maximum zoning density of 150 units per acre, will assist in generating a diverse housing stock including affordable units and a significant pool of workforce housing.

Innovation Park is subject to the City of Sacramento Mixed Income Housing Ordinance. The Mixed Income Housing Ordinance requires residential projects of more than 100 gross acres to “pay a housing impact fee” based on fees established by the city council as identified in the nexus study and prepare a strategy that will “demonstrate how the project will provide housing for a variety of incomes and family types consistent with the housing element.” At the time of this Mixed Income Housing Strategy, the housing impact fees for single unit dwellings of 20 du/ac or more are $0, and for multi-unit dwellings of 40 du/ac or more are $0.

Some of the key goals of Innovation Park supporting mixed income housing include:

1. Provide policy and design guidance for new development that is compatible with and wellintegrated within the existing community.

2. Provide synergistic connections between medical office, residential, and commercial development within and surrounding Innovation Park.

3. Develop a mixed-use environment that provides residents with the opportunity to live, work, and play within Innovation Park.

4. Provide a range of housing types and densities, including but not limited to step-up housing, to meet the varied needs and preferences of those who will work both in the Plan Area and the greater region.

5. Provide an urban-core adjacent environment that prioritizes multimodal transportation including pedestrian, bicycles, and vehicles through a centralized complete street framework.

6. Provide a range of housing types and densities, including but not limited to step-up housing, to meet the varied needs and preferences of those who will work both in the Plan Area and the greater region.

7. Provide an urban-core adjacent environment that prioritizes multimodal transportation including pedestrian, bicycles, and vehicles through a centralized complete street framework.

8. Create a flexible entitlement structure to provide for more cost efficient housing and the ability to respond to future job and market opportunities.

9. Promote environmental sustainability through the use of green building technology, water conservation, renewable energy resources, active transportation options, or other community innovations.

Innovation Park supports several of the goals and policies listed in the 2021-2029 City of Sacramento Housing Element Goals and Policies:

H-1.4 Facilitate Infill Housing Development. The City shall facilitate infill housing along commercial corridors, near employment centers, near high-frequency transit areas, and in all zones that allow residential development as a way to revitalize commercial corridors, promote walkability and increased transit ridership, and provide increased housing options.

H-1.7 Encourage Adaptive Reuse. The City shall promote and facilitate the conversion of commercial, office, industrial, and parking structures for housing and mixed-use developments.

H-2.13 Affordable Housing Set-Aside in Enhanced Infrastructure Financing Districts. The City shall require a 20 percent set-aside for affordable housing in all new enhanced infrastructure financing districts to the extent permissible by State law.

H-4.1 Expand Housing Types Throughout the City. The City shall take meaningful actions to allow for a greater array of housing types throughout the city to create more inclusive and equitable neighborhoods and to affirmatively further fair housing.

H-4.3 Promote Mixed Income Neighborhoods. The City shall promote mixed income neighborhoods with an equitable distribution of housing types for people of all incomes throughout the City by encouraging new affordable housing in high resource areas and promoting homeownership opportunities throughout the City, particularly in low resource areas.

H-8.3 Encourage Accessible Housing Near Transit and Amenities. The City shall encourage the development, rehabilitation, and preservation of accessible housing, particularly in neighborhoods that are accessible to public transit, commercial services, and health and community facilities.

Incorporating Affordable Units
According to the City of Sacramento’s 2021-2029 Housing Element, housing is affordable if it costs no more than 30 percent of gross household income. According to the U.S. Department of Housing and Urban Development, lower income households are those that earn less than 80% than the area median income, or $72,500 for a family of four in the Sacramento area in 2021.

Workforce housing reflects units that are affordable to households earning between 60 and 120 percent of the area median income.

Along with the affordability by design principles of providing an opportunity for a wide variety of medium and dense housing, in an effort to ensure that a portion of the residential units developed in the Innovation Park area are affordable, the Developer will incorporate affordable units directly into Innovation Park.

At this time, the Developer is entitling the property, but has not presented a residential development at Innovation Park. To ensure that affordable units are incorporated into Innovation Park along with the associated infrastructure, the Developer will proactively develop an innovative Mixed Income Housing Strategy premised on a multi-faceted approach that requires the future residential developer to choose a path prior to building any residential units. This Mixed Income Housing Strategy provides a necessary flexibility that contributes to the City of Sacramento’s housing goals during this statewide housing crisis, ensures affordable units will be incorporated with any market rate units, and that the associated infrastructure can be developed to support the housing. This Mixed Income Housing Strategy provides the following options and components to ensure a mix of housing to support all future residents of Innovation Park (Strategy):

1. Prior to receiving any residential building permits in Innovation Park (except for the hospital and medical campus land area in Parcels D and D1), the proposed residential developer must choose one of the two following options, notify the Planning Director of its choice, and clearly indicate that option in its application:
a. The residential developer shall build or cause to build ten (10%) percent of any residential units within the PUD as affordable units either delivered before or concurrently as the market-rate housing. The affordable units will have affordability levels set at or below eighty percent (80%) of area median income applicable to Sacramento County, adjusted for family size as published and annually updated by the United States Department of Housing and Urban Development pursuant to section 8 of the United States Housing Act of 1937. These units may be mixed throughout a development as single-unit dwellings, or they may be provided in one multi-unit development. The affordable housing units will be eligible to receive Housing Trust Funds, which is administered by SHRA. To utilize this option, the residential developer

must present its plan to build ten (10%) as a minor amendment to this Strategy subject to Planning and Design Commission approval. Or;
b. The developer will dedicate 2.0 net building acres to Sacramento Housing and Redevelopment Agency (“SHRA”) in Parcel A – Innovation District as illustrated in Figure 2-1 of the District Schematic Plan and the developer’s land dedication must be approved and accepted by SHRA (“SHRA Land”). Given the dense urban context, this acreage provides the ample opportunity for SHRA to potentially develop, and manage, up to 150 affordable housing units, consistent with 17.712.030.B.1.c of the Mixed Income Housing Ordinance. To the greatest extent feasible, SHRA will ensure the construction of the affordable housing units will be contemporaneous with market rate units. i. The final map for Parcels D and D1 – Health District in the Schematic Plan may be recorded prior to the land dedication to SHRA. The final maps for remaining Parcels A, B, C, E and E1 will be permitted to record concurrently with/after the developer transfers the dedicated land to SHRA, pursuant to the Land Characteristics described herein.
ii. Up to 1,500 market rate resident building permits may be issued before the following condition must be met and additional permits issued:

1. The developer must build or cause to build ten percent (10%) of any additional residential units beyond 1,500 units within the PUD as affordable units, or pay Housing Impact Fees adopted at the time of pulling permits for construction (Fees). The affordable units will have affordability levels set at or below eighty percent (80%) of area median income applicable to Sacramento County, adjusted for family size as published and annually updated by the United States Department of Housing and Urban Development pursuant to section 8 of the United States Housing Act of 1937.

2. These units may be mixed throughout a development as single-unit dwellings, or they may be provided in one multi-unit development.

3. The affordable housing units will be eligible to receive Housing Trust Funds, which is administered by SHRA.

2. An option to make a minor amendment to this Strategy is subject to Planning and Design Commission approval and the amended Strategy shall not deviate from the threshold of ten percent (10%) affordable housing set-aside.

Land Characteristics
Prior to SHRA taking ownership, off-site infrastructure must be fully constructed, including street, curb/gutter, sidewalk, sewer, water, gas, electric, and other infrastructure and stubbed to the lot.

Furthermore, dedicated sites must be located within a ¼ mile of at least three of the following amenities:
• An existing or planned public elementary, middle, or high school; • An existing or planned public park or recreational facility; • An existing or planned transit stop;
• An existing or planned grocery store; and/or
• An existing or planned public library.

Any subsequent revisions made to changes in the Schematic Plan that impact the SHRA Land must be discussed with and approved by the City Community Planning & Development and SHRA prior to implementation of any amendments to this Strategy.

SHRA shall not be permitted to sell, transfer, or otherwise use the land for any other purpose than building affordable housing units. Any future development project shall be consistent with the PUD as approved on date of the transfer, and its related design guidelines.

Affordable Housing Regulatory Agreement and Monitoring Fees The purpose of the Affordable Housing Regulatory Agreement Monitoring Fees is to cover SHRA’s ongoing administrative expenses related to monitoring of the affordable units (annual inspections, income eligibility review, sale, resale, subordinations, etc.) for the duration of the regulatory agreement. Fees will be paid at the time the 30-year Affordable Housing Regulatory Agreement is recorded.

If the applicant/developer is producing multifamily affordable housing units not assisted by the SHRA through a mortgage revenue bond issuance and/or a gap financing loan, the applicant/developer must pay a fee equal to the number of Affordable Units multiplied by the Average Public Subsidy/Unit and SHRA’s approved annual monitoring fee discounted over the 30-year regulatory period.

If SHRA is issuing a bond or providing a loan to the project these fees will be waived.

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits

EXHIBIT D

ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (herein “this Agreement”) is entered into this ____ day of ___________, 20[ ], by and between _________________ (herein “LANDOWNER”) and _________________ (herein “ASSIGNEE”).

RECITALS

A. LANDOWNER has entered into a Development Agreement (herein “the Development Agreement”) dated __________________, with the City of Sacramento, pursuant to which LANDOWNER agreed to develop certain property more particularly described in the Development Agreement (herein “the Property”) in the North Natomas Community Plan Area subject to certain conditions and obligations set forth in the Development Agreement.

B. LANDOWNER has assigned its interests under the Development Agreement to ASSIGNEE under a written agreement dated __________________, as to that portion of the Property identified and incorporated herein by this reference (herein the “Assigned Parcel(s)”).

C. ASSIGNEE desires to assume all of LANDOWNER’s rights and obligations and other terms and conditions under the Development Agreement with respect to the Assigned Parcel(s).

AGREEMENTS
NOW, THEREFORE, LANDOWNER AND ASSIGNEE HEREBY AGREE AS FOLLOWS:

1. ASSIGNEE hereby assumes all of the burdens and obligations of LANDOWNER under the Development Agreement, and agrees to observe and fully perform all of the duties and obligations of LANDOWNER under the Development Agreement, and to be subject to all of the terms and conditions thereof, with respect to the Assigned Parcel(s), it being the express intention of both LANDOWNER and ASSIGNEE that, upon the execution of this Agreement, ASSIGNEE shall become substituted for LANDOWNER as the “LANDOWNER” under the Development Agreement with respect to the Assigned Parcel(s).

2. ASSIGNEE understands and agrees that this Agreement is subject to section 4 of the Development Agreement. Section 4 reads as follows:

Assignment. LANDOWNER shall have the right to sell, assign, or transfer its interests under this Agreement as part of a contemporaneous and related sale, assignment or transfer of its interests in the Property, or any portion thereof, without the consent of CITY; provided, however, that LANDOWNER shall notify CITY of such sale, assignment or transfer by providing written notice thereof to CITY in the manner provided in this Agreement. LANDOWNER shall remain obligated to perform all terms and conditions of this Agreement, unless such

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits
purchaser, assignee or transferee, to the satisfaction of and in a form acceptable to the City Attorney, executes and delivers to CITY an express agreement to assume all of the obligations and other terms and conditions of this Agreement with respect to the Property or such portion thereof sold, assigned or transferred. The execution of such an assumption agreement shall relieve LANDOWNER of the obligations expressly assumed only if (a) LANDOWNER is not in default under this Agreement at the time of the assignment or transfer; and (b) LANDOWNER has provided CITY with notice of said assignment or transfer in the manner provided hereunder. Any such assumption agreement with respect to LANDOWNER’s obligations under this Agreement shall be deemed to be to the satisfaction of the City Attorney if executed in the form of the Assignment and Assumption Agreement attached hereto as Exhibit “D” and incorporated herein by this reference, or such other form as shall be proposed by LANDOWNER and approved by the City Attorney prior to the effective date of the assignment.

Any purchaser, assignee, or transferee shall be obligated and bound by the terms and conditions of this Agreement, and shall be the beneficiary thereof and a party thereto, only with respect to the Property, or such portion thereof, sold, assigned, or transferred to it. Any such purchaser, assignee, or transferee shall observe and fully perform all of the duties and obligations of LANDOWNER under this Agreement, as such duties and obligations pertain to the portion of the Property sold, assigned, or transferred.

4. At the request of the City, ASSIGNEE agrees to enter into a separate development agreement with respect to the Assigned Parcel(s).

5. All of the covenants, terms and conditions set forth herein shall be binding upon and shall inure to the benefit of the parties hereto and to their respective heirs, successors and assigns.

6. ASSIGNEE agrees that it has read, and has sought and received all required legal and other expert consultation with regard to the Development Agreement, and fully understands all of its terms and conditions. ASSIGNEE further agrees that: (i) LANDOWNER has furnished ASSIGNEE with a copy of the North Natomas Community Plan, the Comprehensive Drainage Plan, the North Natomas Finance Plan, the RD-1000 Agreement (where applicable), the Habitat Conservation Plan, and all other documents and materials containing or relating to terms and conditions of development in the NNCP area; (ii) ASSIGNEE has read and understands all of the terms and conditions of said documents and materials; and (iii) with such knowledge and understanding, which includes the nature and extent of the fees, taxes, assessments and other financial mechanisms and obligations inherent in such documents and materials, nevertheless has voluntarily, freely and knowingly assumed and agreed to perform all of obligations and requirements, and be bound by all of the provisions of such documents and materials.

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

By: ______________________________
“ASSIGNEE”

EXHIBIT H-1

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits

EXHIBIT F
Protest Waiver Provisions Agreed to by LANDOWNER
LANDOWNER understands and agrees that financing of the Infrastructure, public improvements and facilities (including the land covered by the NNLAP) and other programs required under the NNCP will be accomplished through a variety of financing mechanisms, including but not limited to a combination of special assessment districts, tax districts (such as Mello-Roos Community Facilities Districts) and developer fees, all of which mechanisms are designed to spread the cost of those items in accordance with benefit and other methodologies. LANDOWNER further understands and agrees that an important component of this Agreement is LANDOWNER’s advance consent to the formation of, or implementation of any such district or imposition of any such fee, and LANDOWNER’s agreement not to protest or contest such formation, implementation or fee imposition.

Accordingly, LANDOWNER agrees for itself, its constituents, successors and assigns that it fully, finally and forever waives and relinquishes any right it may have to protest or contest the formation or implementation of any special assessment or tax district or any similar form of financing mechanism, or any combination thereof, together with any rights it may have to contest the imposition of any developer fee established or imposed pursuant to the North Natomas Finance Plan.

Nothing in this Agreement, however, shall prevent LANDOWNER from presenting CITY any information or opinions regarding any financing mechanism CITY may from time to time consider establishing or imposing, which information or opinions relate to the dollar amount of any fees, assessments, taxes or other charges imposed by CITY pursuant to the North Natomas Finance Plan, or which information or opinions relate to the question of consistency of the financing mechanism with the North Natomas Finance Plan. If a financing mechanism is proposed for adoption by CITY, which mechanism both: (i) directly and significantly conflicts with the language and the intent of the North Natomas Finance Plan, as amended; and (ii) directly and significantly conflicts with the North Natomas Nexus Study adopted by the City Council in connection with establishment of development fees for the North Natomas Finance Plan Area, LANDOWNER shall have the right to protest only the actual amount of the directly and significantly conflicting proposed fee, charge, special tax, or assessment proposed to be levied, charged, assessed or taxed against the Property by virtue of the proposed financing mechanism. Provided, however, that LANDOWNER’s said right to protest, together with any right to object, shall be waived unless LANDOWNER’s protest of objection is made at or before the time of the public hearing wherein the proposed financing mechanism, together with the fee, charge, special tax or assessment is established by the City Council. LANDOWNER’s right to judicial challenge of any such mechanism, and the fees, charges, assessments or special taxes imposed or to be imposed in connection therewith, shall be limited to review of the decision of the City Council establishing the said mechanism and the said fees, charges, assessments or special taxes; LANDOWNER shall not have the right, in connection with any land use entitlement proceeding with respect to the Property, to judicially challenge the financing mechanism or the fees, charges, assessments or special taxes as applied to the Property, and waives any statutory or common law right to pay such fees, charges, assessment or special taxes under protest. For purposes of this Agreement, “fees, charges, assessments or special taxes” shall include any monetary exaction or payment required to be paid by LANDOWNER by virtue of or relating to development of the Property.

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits
Without limiting the generality of the foregoing, LANDOWNER for itself, its constituents, successors and assignees specifically, as to the Property, agrees to the following which are adopted by the City Council pursuant to the North Natomas Finance Plan:
(1) Waives, and hereby grants advance consent to the formation and implementation of any and all special assessment districts, tax districts (such as Mello-Roos Community Facilities Districts), fee districts or other financing mechanisms of a similar nature recommended or established by CITY for the purpose of financing Infrastructure, public improvements and facilities (including land transfers as set forth in the NNLAP). Without limiting the generality of the foregoing, LANDOWNER specifically waives:
(i) the provisions of the Special Assessment Investigation, Limitation and Majority Protest Act of 1931 (division 4 of the Streets and Highways Code, beginning at section 2800), together with associated provisions of the California Constitution; (ii) the provisions of any other statute designed to provide a protest or contest procedure in connection with formation and implementation of a district or similar financing mechanism; and
(iii) the provisions of any procedure embodied in the Sacramento City Code designed to provide a protest or contest procedure in connection with formation and implementation of a district or similar financing mechanism. (2) Waives, and hereby grants advance consent to the formation and implementation of any and all special fees, exactions, development fees, assessments, taxes or other charges established by CITY for the purpose of financing Infrastructure, public improvements and facilities (including land transfers as set forth in the NNLAP). Without limiting the generality of the foregoing, LANDOWNER specifically waives:
(i) to the extent applicable, those statutory and constitutional provisions specified in paragraph (1) above; and
(ii) the provisions of Government Code section 66000 et seq. or any other provision of law providing a procedure for contest or protest of establishment or imposition of special fees, exactions, development fees, assessments, taxes or other charges of a similar nature.
(3) Agrees to:
(i) affirmatively petition CITY, where applicable, for the formation of all special districts and other financing mechanisms that have been or will be in the future selected or recommended by CITY in order to implement the North Natomas Finance Plan; (ii) execute an irrevocable proxy or proxies when necessary (such as in the formation of, or imposition of taxes relative to, a Mello-Roos Community Facilities District) authorizing a representative designated by CITY, who will vote in favor of establishing the specific financing mechanism in question; and

North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits
3 (iii) execute immediately upon presentation any document which is required or convenient for the formation of the district or facilitation of the particular financing mechanism.

LANDOWNER agrees and specifically represents to CITY that it is fully aware of all of its legal rights relative to the waivers, advance consents and other agreements set forth herein, having been fully advised by its own independent attorneys. Having such knowledge and understanding of its rights, LANDOWNER has nevertheless voluntarily entered into this Agreement, of which this Exhibit is a material part. LANDOWNER is aware that CITY is relying on the representations contained in this Exhibit in entering into this Agreement.

Development Agreement
Form Revised 10/03/17 JCH&JPC Exhibits

EXHIBIT G

IRREVOCABLE OFFER OF DEDICATION FORM

Recorded for the benefit of the
City of Sacramento (exempt from
fees under Gov. Code, § 6103)
When recorded return to–
Development Services Department
Attn: Jerry Lovato
300 Richards Blvd., 3rd Floor
Sacramento, CA 95811

IRREVOCABLE OFFER TO DEDICATE
The undersigned hereby certifies that we are the legal owners of, or are parties having an interest in, the hereinafter-described real property; and the undersigned, for themselves and their heirs, successors, and assigns, do hereby irrevocably offer to dedicate to the City of Sacramento, a municipal corporation, [in fee title] [an easement for public road and public utilities on, under, over, and across] the hereinafterdescribed real property located in the City of Sacramento, County of Sacramento, State of California, described as follows:

SEE EXHIBIT “A,” LEGAL DESCRIPTION, AND EXHIBIT “B,” PLAT, ATTACHED HERETO AND MADE A PART HEREOF.

Reserving, however, unto the undersigned and their heirs, successors, and assigns any and all present lawful uses of the above-described real property until such time as the City Engineer of the City of Sacramento gives written notice that the above-described real property will be improved for public purposes; and it is also hereby understood and agreed by the undersigned and their heirs, successors, and assigns that any improvements hereinafter placed by them in or upon the above-described real property shall be removed without cost or expense to the City of Sacramento. Until such notice is given by the City Engineer, the undersigned and their heirs, successors, and assigns agree to assume full responsibility or liability for any injury or damage to any person or property on the above-described real property or arising out of its use or occupancy by them. It is also hereby understood that all work to be done in or upon the above-described real property shall be done under permit and done in accordance with plans to be furnished by the principal and approved by the City Engineer of the City of Sacramento, and in accordance with the specifications of the City Engineer of the City of Sacramento.

The dedication offered hereunder shall be complete upon its acceptance by the City Engineer of the City of Sacramento.

Witness ______ hand this _______ day of ___________, 20[ ]

By: _________________________ By: _________________________ (ATTACH NOTARY ACKNOWLEDGMENT)

EXHIBIT H

MAP AND CATEGORICAL LISTING

OF LAND AND INFRASTRUCTURE

SEE ATTACHED

RESOLUTION NO. 2022–
Adopted by the Sacramento City Council
February 15, 2022
AMENDING THE 2035 GENERAL PLAN LAND USE DESIGNATION AND URBAN FORM

DIAGRAM TO CHANGE THE LAND USE DESIGNATION FOR VARIOUS PARCELS CONTAINING 183± ACRES FROM THE URBAN CENTER HIGH TO URBAN CENTER

LOW DESIGNATION AND OTHER TEXT AMENDMENTS CONSISTENT WITH THE INNOVATION PARK PLANNED UNIT DEVELOPMENT (APNs: 225-0070-059-0000; -060; -063; -067; -076) (P18-077)

BACKGROUND
A. On March 3, 2015, Council adopted the 2035 General Plan (Resolution 2015-0061).

B. On January 13, 2022, the City Planning and Design Commission conducted a public hearing on, and forwarded to the City Council, a recommendation to approve the Innovation Park Planned Unit Development Project (P18-077).

C. On February 15, 2022, the City Council conducted a public hearing, for which notice was given under Sacramento City Code Section 17.812.010 and 17.812.030

BASED ON THE FACTS SET FORTH IN THE BACKGROUND, THE CITY COUNCIL RESOLVES AS FOLLOWS:

Section 1. The amendments are internally consistent with the goals, policies, and other provisions of the general plan in that: a) The proposed development is consistent with the Urban Center Low designation which provides for smaller urban areas throughout the city and includes a mix of housing, employmentintensive uses, and a wide variety of retail uses; b) Building heights for this designation tend toward low- and mid-rise structures typically found in the Community Plan area; and c) The project is redeveloping an underutilized sports arena site to provide development not allowed under the current zoning of the project site such as single- and multi-unit housing, commercial developments, and other institutional uses.

Section 2. The amendments promote the public health, safety, convenience, and welfare of the city in that: a) The proposed development is compatible with the surrounding residential, and commercial land uses and densities; b) provides an interconnected street system with pedestrian-scaled blocks and bicycle amenities; and c) provides for the necessary infrastructure to fully serve the project.

Section 3. The proposed zoning classification of the site is General Commercial (C-2)