Sacramento City Council
February 15, 2022

Resolution 2022-#### February 15, 2022 Page 77 of 81
 Achievement of CALGreen Tier 1 water efficiency standards.  Use of select materials, including PVC-free materials, low or VOC-free paints, CFC-free refrigerants, Formaldehyde-free casework, and use of recycled building materials.
 Installation of high-efficiency HVAC systems, including high-efficiency condensing heating hot water boilers and water heaters.  Onsite energy generation, including solar power/photovoltaics.  Water conservation measures and permeable paving to reduce stormwater runoff and evaporation, such as green roofs, turf-free and indigenous native planting.
 The project will comply with Title 24 (California Energy Efficiency Standards), and where feasible, will employ additional energy conservation measures. This would include implementing energy conservation measure in design and construction. Development of the Innovation Park PUD area would provide an opportunity to use innovative energy systems such as renewable power generation via photovoltaics. At this stage, it is unknown what exact energy conserving measures would be implemented. However, it is the goal for the proposed project to implement energy conserving measures wherever feasible. The Design Guidelines include sustainability requirements.
 The proposed project will limit greenhouse gas emissions by creating an urban area that encourages the use of alternative modes of transportation.

The project will create a walkable, bikeable, transit-friendly community.

This will reduce vehicle miles traveled per capita, and in turn, will decrease consumption of natural resources, particularly fossil fuels.

Economic Development. The project will provide opportunities to generate thousands of new annual construction jobs. Key benefits of the project’s economic development plan include the following:
 Buildout of the Innovation Park PUD area would be consistent with the smart growth principals identified in the Sacramento Area Council of Governments’ (SACOG) Blueprint Preferred Scenario. The project promotes the City’s goal to develop within the city limits. The SACOG MTP/SCS calls for capturing a greater amount of regional employment, retail, and housing within, or contiguous to the existing urban footprint, to reduce urban sprawl and protect open space and agricultural land within the greater Sacramento region. The project meets this objective by providing compact development that maximizes existing land while encouraging a mix of land uses in close proximity to an existing urban center.

Resolution 2022-#### February 15, 2022 Page 78 of 81
 Buildout of the Innovation Park PUD area would be consistent with the North Natomas Community Plan by creating a viable living, working, shopping and cultural environment. The project proposes to develop higher density development in close proximity regional travel corridors and shopping centers. This will capture a greater amount of regional employment, retail and housing within the existing urban footprint, thereby reducing urban sprawl while protecting open space and agricultural land within the greater Sacramento region. The project adds medical, residential, office and retail uses within close proximity to a major part of the City.
 The Innovation Park PUD, including the CNU Medical Center, will provide significant revenue to the City. The City will receive revenue from the following sources: the Property Tax in lieu of Vehicle License Fee, sales taxes generated by the commercial portions of the project, and utility taxes. The project will also generate revenues for the City through payment of building fees and development impact fees, as well as transient occupancy taxes from hotel developments.
 The buildings and other facilities constructed during each phase of the proposed CNU Medical Center would become operational upon completion of each phase and would continue to operate during construction of subsequent phases. These are estimates because the development of elements other than the hospital project are determined by factors of financing and anticipated activity. Phase 1 would provide jobs for approximately 2,994 permanent hospital employees who would fill a range of positions. Upon completion of Phase 2, the CNU Medical Center would provide jobs for approximately 3,350 full-time employees, associated with the hospital and related medical services. Upon completion of Phase 3, the CNU Medical Center would support approximately 3,620 jobs. Development within the other areas of the Health District is anticipated to produce 532 permanent jobs. In addition, land uses within the remainder of the PUD area are estimated to generate permanent employment totaling 1,272 jobs.
 Total permanent employment across the entire PUD area could reach approximately 5,424 jobs. These are direct effect jobs expected to be produced inside the PUD area. Indirect and induced jobs generated by the project throughout the City area would amount to another 3,426, bringing the total direct, indirect, and induced permanent jobs to 8,850.  It is anticipated that 1,433 annual equivalent construction jobs within the City area will be generated during development of the Medical Center.

Development of the remaining portion of the Health District as well as the other PUD areas is expected to create a total of 874 annual equivalent construction jobs. It is estimated that total annual Project-wide construction jobs will amount to 2,307 within the City area.

Resolution 2022-#### February 15, 2022 Page 79 of 81
 Development of the project would increase economic and employment activity in the North Natomas area of Sacramento. The operation of the retail stores, offices, CNU Medical Center, restaurants, and food and beverage service will generate revenue. The creation of temporary construction jobs and permanent office and retail jobs will also financially benefit the City, as it will increase sales tax revenue from the purchase of goods by project residents and employees.
 Development of the Innovation Park PUD area is projected to contribute up to $24.3 million in property taxes, $2.9 million in property taxes in lieu of VLF, and $3.9 million in sales taxes per year.

Social Considerations. The project will promote a dynamic 24-hour mixed-use urban village that provides a range of complementary uses – including cultural, office, hospitality, healthcare, entertainment, retail, residential, educational and open space – and a mixture of housing types, including affordable housing.  The project will provide a network of usable green spaces. This includes parks, open spaces, and public plazas designed to enhance the urban experience of the North Natomas community, while providing opportunities for social interaction and civic activity. This will enhance and strengthen the civic and public realm.
 The project fulfills the obligations described in the Term Sheet agreed to between the Sacramento Kings and the City of Sacramento to redevelop the Sleep Train Arena site.

Transportation/Transit Considerations. The project will connect the North Natomas community with educational, medical, office, retail, and residential neighborhoods, using pedestrian and bicycle facilities, roadways, and public transportation.
 The project will reduce vehicle trips per capita and dependence on automobiles. The project’ design is consistent with these smart growth principles. The high-density, mixed use development in an existing developed area will reduce vehicle miles traveled. Also, the project will encourage and support transit use as well as pedestrian and bicycle transportation. The project will shorten commute times and reduce traffic congestion.
 The project will develop approximately 3,000 residential units near the core employment center for the region, thereby providing substantial opportunities for reduced vehicle miles traveled.
 The project will provide neighborhood and community-serving retail near residential development. The project will also develop an extensive system of bicycle and walking paths, resulting in better, more realistic

Resolution 2022-#### February 15, 2022 Page 80 of 81
alternative transportation options. The retail and restaurant uses will allow residents to avoid having to drive to access common neighborhoodserving retail uses.

Medical Center. The CNU Medical Center project will provide a number of benefits relating to health care facilities and services.  The CNU Medical Center would expand medical services and hospital facilities in the City and the Sacramento region to meet the medical needs of the current population and anticipated population growth.  The CNU Medical Center would locate hospital facilities along the I-5 and I-80 corridors in the Sacramento region where none currently exist.  The CNU Medical Center would provide the opportunity to increase the number of lives saved in the City through improved local availability of hospital facilities.
 The CNU Medical Center would expand educational opportunities for the City in the medical industry through use of an onsite teaching hospital for hands on experience.
 The CNU Medical Center’s function as a teaching hospital would provide an opportunity to expand the number of medical health professionals that would address the anticipated shortage of medical professionals as documented in the Association of American Medical Colleges The Complexities of Physician Supply and Demand: Projections From 2018 to 2033.
 The CNU Medical Center would result in economic and job benefits to the City and the Sacramento region up to those identified in The Impact of California Northstate University Medical Center Report (Varshney & Associates, 2021).7.

7 Varshney & Associates, 2021. The Socio-Economic Impact of California Northstate University Medical Center. September 2021.

Resolution 2022-#### February 15, 2022 Page 81 of 81
 The CNU Medical Center would capture “healthcare dollars” within the City that are currently being lost to other jurisdictions in the region.  The CNU Medical Center would improve the competitiveness of the City compared to other communities in being a vibrant economic center.  Implementation of the CNU Medical Center would create a synergy between the community, local businesses, and medical community.  The proposed hospital would expand emergency medical facilities and beds in the region that would be beneficial during a pandemic or other medical emergencies. The hospital would be designed to separate critical departments to allow continued function during pandemic conditions as well as provide infectious control. The emergency department would be designed that it could be divided into two distinct areas with infection control. Operating rooms, support, and recovery areas would be provided in two distinct areas of the hospital. Imaging facilities would be provided in a manner that each portion of the hospital has available equipment.

Having considered the benefits outlined above, the City Council finds that each and every one of the benefits of approving the project separately and independently outweigh and override the unavoidable adverse environmental effects associated with the project, and therefore, the project’s unavoidable adverse environmental effects are acceptable.

Innovation Park Planned Unit Development 4-1 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
CHAPTER 4
Mitigation Monitoring Plan

4.1 Introduction
Public Resources Code section 21081.6 and section 15097 of the California Environmental Quality Act (CEQA) Guidelines require public agencies to establish monitoring or reporting programs for projects approved by a public agency whenever approval involves the adoption of either a mitigated negative declaration or specified environmental findings related to environmental impact reports.

The following is the Mitigation Monitoring Plan (MMP) for the Innovation Park Planned Unit Development (PUD) project. The intent of the MMP is to track and successfully implement the Mitigation Measures identified within the Draft Environmental Impact Report (EIR) for this project.

4.2 Mitigation Measures
The Mitigation Measures are taken from the Innovation Park PUD EIR and are assigned the same number as in the Draft EIR. The MMP describes the actions that must take place to implement each Mitigation Measure, the timing of those actions, and the entities responsible for implementing and monitoring the actions.

4.3 MMP Components
The components of the attached table, which contains applicable Mitigation Measures, are addressed briefly, below.

Impact: This column identifies the impact stated in the Draft EIR.

Mitigation Measure: All Mitigation Measures that were identified in the Innovation Park PUD EIR are presented, as revised in the Final EIR, and numbered accordingly.

Action(s): For every Mitigation Measure, one or more actions are described. The actions delineate the means by which the Mitigation Measures will be implemented, and, in some instances, the criteria for determining whether a measure has been successfully implemented.

Where Mitigation Measures are particularly detailed, the action may refer back to the measure.

Exhibit B

4. Mitigation Monitoring Plan
Innovation Park Planned Unit Development 4-2 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
Component: This column identifies the relevant component of the proposed project to which the Mitigation Measure applies. The Mitigation Measure may apply to the entire PUD area, or individually to the California Northstate University (CNU) Medical Center. If only the PUD is listed in this column, the measure does not apply to CNU (and vice versa). More than one project component may be identified.

Implementing Party: This item identifies the entity that will undertake the required action; this may be the project proponent or some other future project proponent.

Timing: Implementation of the action must occur prior to or during some part of project approval, project design or construction or on an ongoing basis. The timing for each measure is identified.

Monitoring Party: The City of Sacramento is primarily responsible for ensuring that Mitigation Measures are successfully implemented. Within the City, a number of departments and divisions would have responsibility for monitoring some aspect of the overall project. Other agencies, such as the Sacramento Metropolitan Air Quality Management District, may also be responsible for monitoring the implementation of Mitigation Measures. As a result, more than one monitoring party may be identified.

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-3 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

4.1 Aesthetics, Light, and Glare

4.1-2: Development allowed under
the proposed project would create a
new source of substantial light.

4.1-2
For each individual development project proposed within the project area, a signage and lighting design plan will be implemented, as approved in the City’s Site Plan and Design Review process, to ensure that all outdoor lighting within the project area is designed to minimize lighting that is
misdirected, excessive, or unnecessary by requiring light for development to be directed downward to minimize spill-over onto adjacent properties consistent with General Plan Policy ER 7.1.3.

Implement the signage and lighting design plan as
approved by the City’s Site Plan and Design Review
process.

PUD, CNU Project proponent During construction following approval of site plan and
design review.

City of Sacramento Community
Development Department

4.2 Air Quality

4.2-2: Construction activities
associated with development under
the proposed project could result in a
short-term emissions increase of
NOx, PM10, and PM2.5, for which the
project region is non-attainment
under an applicable federal or state
ambient air quality standard.

4.2-2(a)
SMAQMD considers the following Basic Construction
Emissions Control Practices feasible for controlling fugitive dust from a construction site. The practices also serve as BMPs that can be incorporated as part of individual projects proposed under the proposed project, allowing the use of the non-zero particulate matter significance thresholds. These emissions control practices shall be included either as Conditions of Approval (COA) or in a Mitigation Monitoring and Reporting Program (MMRP) to require implementation
during project construction:

1. Control of fugitive dust is required by District Rule 403 and enforced by District staff.

2. Water all exposed surfaces two times daily. Exposed
surfaces include, but are not limited to, soil piles, graded areas, unpaved parking areas, staging areas, and
access roads.

3. Cover or maintain at least 2 feet of free board space on haul trucks transporting soil, sand, or other loose
material on the site. Any haul trucks that would be
traveling along freeways or major roadways should be
covered.

4. Use wet power vacuum street sweepers to remove any
visible trackout mud or dirt onto adjacent public roads at least once a day. Use of dry power sweeping is
prohibited.

5. Limit vehicle speeds on unpaved roads to 15 miles per hour (mph).

6. All roadways, driveways, sidewalks, and parking lots to be paved should be completed as soon as possible. In
addition, building pads should be laid as soon as
possible after grading, unless seeding or soil binders are used.

Implement SMAQMD Basic Construction Emissions
Control Practices identified in Mitigation Measure

4.2-2(a).

PUD, CNU Project proponent During construction. City of Sacramento Community Development Department,
Sacramento Metropolitan Air
Quality Management District
(SMAQMD)

4.2-2(b)
Proponents for individual projects constructed under the proposed project shall require construction contractors to implement the following SMAQMD Exhaust Control Practices for diesel-powered fleets working at construction sites:

1. Minimize idling time either by shutting equipment off when not in use or reducing the time of idling to two
minutes [California Code of Regulations, Title 13,
sections 2449(d)(3) and 2485]. Provide clear signage
that posts this requirement for workers at the entrances to the site.

Include SMAQMD Exhaust Control Practices listed in
Mitigation Measure 4.2-2(b) on Grading and
Construction Plans.

PUD, CNU Project proponent Prior to issuance of demolition permit or grading permit.

City of Sacramento Community
Development Department,
Sacramento Metropolitan Air
Quality Management District
(SMAQMD)

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-4 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

2. Provide current certificate(s) of compliance for CARB’s In-Use Off-Road Diesel-Fueled Fleets Regulation
[California Code of Regulations, Title 13, sections 2449 and 2449.1].

3. Maintain all construction equipment in proper working condition according to manufacturer’s specifications. The equipment must be checked by a certified mechanic and
determined to be running in proper condition before it is operated.

4.2-2(c)
The following measures related to the use of low-emission construction equipment shall be implemented for individual projects constructed under the Innovation Park PUD,
including the CNU Medical Center:

1. Proponents for individual projects constructed under the Innovation Park PUD, including the CNU Medical
Center, shall require construction contractors to provide a plan for approval by the SMAQMD that demonstrates
that all heavy-duty off-road equipment used for
construction activities shall be equipped with the most effective Verified Diesel Emissions Control Strategies
(VDECS) available for the engine type. In this case, the best available VDECS would be implementation of Tier
4F engines as certified by CARB and USEPA. The
equipment shall be properly maintained and tuned in
accordance with manufacturers’ specifications. This
would be verified through an equipment inventory
submittal and certification plan submitted to the
SMAQMD.

2. The plan shall have two components: an initial report submitted before construction, and a final report
submitted at the completion.

3. The initial report shall be submitted at least four
business days prior to construction activity using the
SMAQMD’s Construction Mitigation Tool (available at
http://www.airquality.org/businesses/ceqa-land-useplanning/mitigation) and shall provide project information and construction company information and include the
equipment type, horsepower rating, engine model year,
projected hours of use, and the CARB equipment
identification number for each piece of equipment to be used. All owned, leased, and subcontracted equipment
to be used shall be included. The inventory shall be
updated and submitted monthly throughout the duration
of the project, except that an inventory shall not be
required for any 30-day period in which no construction activity occurs.

4. The final report shall be submitted at the end of the job, phase, or calendar year, as pre-arranged with SMAQMD
staff and documented in the approval letter, to
demonstrate continued project compliance.

5. Emissions from all off-road diesel-powered equipment used within the project area shall not exceed 40 percent opacity for more than three minutes in any one hour. Any equipment found to exceed 40 percent opacity (or
Ringelmann 2.0) shall be repaired immediately, and the
City and SMAQMD shall be notified within 48 hours of
identification of non-compliant equipment. A visual
survey of all in-operation equipment shall be made at
least weekly, and a monthly summary of the visual
Implement the practices described in Mitigation
Measure 4.2-2(c) for low-emission construction
equipment.

PUD, CNU Project proponent Prior to approval of grading or improvement plans and/or
during and following
construction, as applicable.

City of Sacramento Community
Development Department,
Sacramento Metropolitan Air
Quality Management District
(SMAQMD)

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-5 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party survey results shall be submitted throughout the duration of the project, except that the monthly summary shall not be required for any 30-day period in which no
construction activity occurs. The monthly summary shall include the quantity and type of vehicles surveyed, as
well as the dates of each survey. The SMAQMD and/or
other officials may conduct periodic site inspections to determine compliance. Nothing in this measure shall
supersede other SMAQMD or state rules or regulations.

6. If at the time of granting of each building permit, the SMAQMD has adopted a regulation applicable to
construction emissions, compliance with the regulation
may completely or partially replace this mitigation.

Consultation with the SMAQMD prior to construction will be necessary to make this determination.

4.2-2(d)
City approval of any grading or improvement plans for
individual projects proposed under the Innovation Park PUD (including the CNU Medical Center) shall include the
following SMAQMD Enhanced Fugitive Dust Control
Practices:

Soil Disturbance Areas

1. Water exposed soil with adequate frequency for
continued moist soil. However, do not overwater to the
extent that sediment flows off the site.

2. Suspend excavation, grading, and/or demolition activity when wind speeds exceed 20 mph.

3. Install wind breaks (e.g., plant trees, solid fencing) on windward side(s) of construction areas.

4. Plant vegetative ground cover (fast-germinating native grass seed) in disturbed areas as soon as possible.

Water appropriately until vegetation is established.

Unpaved Roads (Entrained Road Dust)

1. Install wheel washers for all exiting trucks, or wash off all trucks and equipment leaving the site.

2. Treat site accesses to a distance of 100 feet from the paved road with a 6- to 12-inch layer of wood chips,
mulch, or gravel to reduce the generation of road dust
and road dust carryout onto public roads.

3. Post a publicly visible sign with the telephone number and person to contact at the lead agency regarding dust complaints. This person shall respond and take
corrective action within 48 hours. The phone number of
the District shall also be visible to ensure compliance Include SMAQMD Enhanced Fugitive Dust Control
Practices on grading or improvement plans as
described in Mitigation Measure 4.2-2(d).

Incorporate protocol described below for soil
disturbance areas and unpaved roads.

PUD, CNU Project proponent Prior to approval of grading or improvement plans.

City of Sacramento Community
Development Department,
Sacramento Metropolitan Air
Quality Management District
(SMAQMD)

4.2-2(e)
If implosion is chosen as the method of demolition for the arena, a Construction Air Quality Management Plan shall be submitted to SMAQMD which details the control measures
that would be implemented to reduce impacts from implosion of the arena. The plan shall include but not be limited to the following measures:

1. Demarcation and maintenance of an adequate exclusion zone around the arena for as long as safety
requirements warrant before and after the implosion.

The extent of the exclusion zone shall be informed by a project-specific study that takes into account the noise, air quality, vibration, safety, and seismic impacts of the planned implosion based on the size of the arena and
the amount of explosives used.

Include Construction Air Quality Management Plan
containing measures listed in Mitigation Measure

4.2-2(e) if implosion is chosen as the method of
demolition.

PUD, CNU Project Proponent Prior to demolition if implosion is chosen.

City of Sacramento Community
Development Department,
Sacramento Metropolitan Air
Quality Management District
(SMAQMD)

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-6 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

2. All land uses within the exclusion zone shall be notified in advance of the planned implosion, with reminders sent out a week before. Notifications shall include the date and time of the planned implosion, the extent of the
exclusion zone, information on street closures, and the duration for which the exclusion zone and street closures will be maintained. Occupants of all land uses within the exclusion zone shall be advised to stay indoors with
HVAC systems, windows, and doors closed for the
duration of the implosion.

3. The same information shall also be posted as signs
around the project area boundary, along with the name
and telephone number of a complaint coordinator to
contact with questions and complaints.

Provide advance notice of planned implosion with
reminders sent out a week before. This information shall also be posted around the project area boundary.

PUD, CNU Project proponent One week prior to demolition if implosion is chosen.

City of Sacramento Community
Development Department,
Sacramento Metropolitan Air
Quality Management District
(SMAQMD)

4. Transportation and temporary relocation shall be
provided to sensitive receptors located within 0.25 mile of the arena.

Provide transportation and temporary relocation for
receptors within 0.25 miles.

PUD, CNU Project proponent Prior to demolition if implosion is chosen.

City of Sacramento Community
Development Department,
Sacramento Metropolitan Air
Quality Management District
(SMAQMD)

5. To prevent hazardous materials from getting airborne during demolition or debris removal, recyclable
(plumbing and ventilation) and hazardous materials
(asbestos and lead) shall be removed from the structure before implosion.

6. Implosion shall be timed with favorable meteorological conditions, such as light precipitation with winds in the direction of sparse population.

7. Adequately wet the structure before, during, and after the implosion to reduce suspended dust. Settled dust
shall be suppressed with water and vacuum street
cleaners.

8. Use barricades and berms at ground level to control
debris and dust.

9. Use dust controlling misters and street sweepers during cleanup of the debris following the implosion.

Incorporate the practices described in Mitigation
Measure 4.2-2(e) on the project site.

PUD, CNU Project proponent Prior to demolition if implosion is chosen, and cleanup after
implosion.

City of Sacramento Community
Development Department,
Sacramento Metropolitan Air
Quality Management District
(SMAQMD)

4.2-4: Development allowed under
the proposed project (including the
CNU Medical Center) would expose
sensitive receptors to substantial
pollutant concentrations.

4.2-4
Proponents for individual projects constructed under the proposed Innovation Park PUD, including the proposed CNU Medical Center, shall require construction contractors to implement the following measures to reduce health risks from diesel-powered fleets working at construction sites:

1. Implement Mitigation Measure 4.2-2(c), Implement
Measures to Ensure the Use of Low-Emission
Construction Equipment, for all project-related
construction activities.

2. Restrict construction activities to the daytime and
evening hours between 7 a.m. and 10 p.m., except for
limited circumstances requiring nighttime construction
(e.g., elongated concrete pours, on-street movement of
large construction equipment), which may be allowed in
accordance with Sacramento City Code section

8.68.080.

Incorporate the practices described in Mitigation
Measure 4.2-4 when working on construction sites.

PUD, CNU Project proponent Prior to approval of grading or improvement plans and during
construction.

City of Sacramento Community
Development Department,
Sacramento Metropolitan Air
Quality Management District
(SMAQMD)

4.2-5: Construction activities
associated with development under
the proposed project (including the
CNU Medical Center) could
contribute to cumulative increases in
short-term emissions.

4.2-5
Implement Mitigation Measures 4.2-2(a) through 4.2-2(e).

See Mitigation Measures 4.2-2(a) through 4.2-2(e). See Mitigation Measures

4.2-2(a) through 4.2-2(e).

See Mitigation Measures

4.2-2(a) through 4.2-2(e).

See Mitigation Measures

4.2-2(a) through 4.2-2(e).

See Mitigation Measures

4.2-2(a) through 4.2-2(e).

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-7 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

4.2-7: Development allowed under
the proposed project (including the
CNU Medical Center) could
cumulatively expose sensitive
receptors to substantial pollutant
concentrations.

4.2-7
Implement Mitigation Measure 4.2-4.

See Mitigation Measure 4.2-4. See Mitigation Measure 4.2-4. See Mitigation Measure 4.2-4. See Mitigation Measure 4.2-4. See Mitigation Measure 4.2-4.

4.3 Biological Resources

4.3-1: Construction under the
proposed Innovation Park PUD
project, including the CNU Medical
Center, could result in the loss of
potential foraging habitat for
Swainson’s hawk.

4.3-1
Construction of development under the Innovation Park PUD would affect 41.83 acres. To compensate for the permanent loss of 41.83 acres of Swainson’s hawk foraging habitat, any future development project allowed under the Innovation Park PUD within suitable foraging habitat for Swainson’s hawk shall preserve CDFW-approved foraging habitat for
Swainson’s hawk, or shall purchase Swainson’s hawk
foraging habitat mitigation credits at a CDFW-approved
mitigation bank, at a minimum 1:1 ratio, which is double the mitigation ratio required by the NBHCP. Before purchase of credits at a mitigation bank and/or acquisition of mitigation land, the ratio and location of the mitigation shall be subject to approval by CDFW, USFWS, and/or the City’s NBHCP
Designee.

This mitigation shall be implemented by the project
proponent before the City’s issuance of grading permits or of wrecking permits, whichever comes first, for any work in suitable Swainson’s hawk foraging habitat. In addition, because of the limited availability of mitigation lands in the Natomas Basin, mitigation of impacts on Swainson’s hawk foraging habitat shall not reduce the availability of needed mitigation lands for development subject to the NBHCP.

Preserve CDFW-approved foraging habitat under future
Innovation Park PUD projects or purchase habitat
mitigation credits.

PUD, CNU Project proponent Prior to issuance of grading permits or wrecking permits,
whichever comes first.

City of Sacramento Community
Development Department,
California Department of Fish
and Wildlife (CDFW), U.S. Fish
and Wildlife Service (USFWS)

4.3-2: Construction under the
proposed Innovation Park PUD
project, including the CNU Medical
Center, could result in the loss of
potential nesting habitat for specialstatus bird species and other sensitive and/or protected bird
species.

4.3-2(a)
Construction activities associated with clearing and grubbing, tree removal, demolition of buildings or other structures (including potential demolition by implosion), and removal of riparian woodland/filling of the pond shall occur outside of the nesting season that encompasses all birds (September 16 through January 31), unless the following measures are
complied with. If vegetation removal begins during the
nesting season (February 1 to September 15), the project proponent shall retain a qualified biologist to conduct a preconstruction survey for active nests in suitable nesting habitat within 500 feet of the construction area for nesting raptors and migratory birds. If removal of riparian
woodland/filling of the pond begins during the non-nesting season (September 15 to January 31), the project applicant shall retain a qualified biologist to conduct a preconstruction survey for active rookery use within the riparian
woodland/pond. The preconstruction survey shall be
conducted within five days before the start of grounddisturbing activities. If the preconstruction survey shows that there is no evidence of active nests or active rookery use, a letter report shall be submitted to the City for its records within 14 days of the survey and no additional measures are required. If construction activities do not begin within five days of the preconstruction survey, or if construction halts for more than five days, an additional preconstruction survey is required within five days of the initiation or re-initiation of construction activities.

Conduct nesting and rookery surveys prior to tree
removal.

Conduct any tree removal and construction activities
according to the protocol described in Mitigation
Measure 4.3-2(a).

Include tree removal timing and/or tree protection
requirements on Grading and Construction Plans.

PUD, CNU Project proponent Between February 1 and
September 15, conduct nesting
surveys no more than five days
before ground-disturbing
activities. Between September
15 and February 1, conduct
rookery use surveys no more
than five days before grounddisturbing activities.

City of Sacramento Community
Development Department,
California Department of Fish
and wildlife (CDFW), US Fish
and Wildlife Service (USFWS)

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-8 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party If active nests are found during the survey, the project proponent shall implement Mitigation Measures to ensure that the species will not be adversely affected, which will include establishing a no-work buffer zone, as approved by the City in consultation with the CDFW and/or USFWS,
around the active nest.

Measures will include, but not be limited to:

1. The project proponent shall maintain a sufficient buffer around the active nest to ensure impacts to nests are
avoided. The buffer size shall be determined in
consultation with a qualified biologist based on sitespecific conditions such as proximity to novel stimuli, natural shielding, etc. The minimum buffer size should
be no less than a 500-foot buffer around each active
raptor nest and a 100-foot buffer around the blackcrowned night heron and cattle egret rookery (during nesting season); however, larger buffers may be needed
depending on the sensitivity of any birds onsite. No
construction activities shall be permitted within this
buffer. For other nesting migratory and passerine birds, a no-work buffer zone shall be established around the
active nest, as determined by the City in consultation
with a qualified biologist, CDFW and/or USFWS. The nowork buffer may vary depending on species and sitespecific conditions, as determined by the City in consultation with a qualified biologist, CDFW and
USFWS.

Establish minimum 500-foot buffer around active raptor
nest.

Establish minimum 100-foot buffer around blackcrowned night heron (during nesting season).

Establish minimum 100-foot buffer around cattle egret
rookery (during nesting season).

Establish no-work buffer depending on species and sitespecific conditions as determined by the City for other active nests.

PUD, CNU Project proponent Establish buffer no more than five days before construction
activities.

City of Sacramento Community
Development Department,
California Department of Fish
and wildlife (CDFW), US Fish
and Wildlife Service (USFWS)

2. Depending on conditions specific to each nest, and the relative location and rate of construction activities, it may be feasible for construction to occur as planned within the buffer without affecting the breeding effort. In this case (to be determined on a case-by-case basis), a
qualified biologist shall monitor the nest(s) during
construction within the buffer. If, in the professional opinion of the monitor, the project would affect the nest, the biologist shall immediately inform the construction manager and the project proponent shall notify the City’s Planning Director. The construction manager shall stop
construction activities within the buffer until the nest is no longer active. Completion of the nesting cycle shall be determined by the qualified biologist. If construction
begins outside of the migratory bird breeding season
(February 1 through August 31), the proponent is
permitted to continue construction activities in the
existing active construction footprint. However, an
additional nesting bird survey shall be conducted if
construction is expected to extend outside of the active construction footprint and the applicant is required to comply with bird protection measures of the Migratory
Bird Treaty Act and the California Fish and Game Code,
regardless of the time of year.

Monitor nesting activity within the buffer. PUD, CNU Project proponent Monitor active nests through construction of each applicable
development project.

City of Sacramento Community
Development Department,
California Department of Fish
and Wildlife (CDFW)

3. Mitigation Measure 4.7-1(a), item viii (see Section 4.7, Noise and Vibration), which requires employment of
noise-reducing pile installation techniques, shall be
implemented for construction activities that include pile driving.

Implement noise reduction techniques during pile
driving
PUD, CNU Project proponent Prior to the start of grounddisturbing activities.

City of Sacramento Community
Development Department,
California Department of Fish
and Wildlife (CDFW)

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-9 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party If active rookery use is found outside the nesting season, the project proponent shall implement mitigation measures to ensure that the species will not be adversely affected, which will include establishing a no-work buffer zone, as approved by the City in consultation with a qualified biologist, CDFW and/or USFWS, around the active rookery. Measures will
include, but not be limited to:

1. In consultation with a qualified biologist, CDFW and/or USFWS, the project proponent shall develop a rookery
impact reduction plan (Plan). The Plan shall detail the use of the rookery site outside of nesting season,
propose strategies for reducing impacts to resident birds, and to ensure take of the species does not occur. Such
strategies could include but are not limited to:
a. Limiting any vegetation impacts to daylight hours or when birds are away from the rookery site.
b. Progressively pruning any actively used trees that
are to be removed over the course of several days
as to passively encourage use of other habitats.
c. “Soft-start” initiation of project activities as means to not immediately flush birds using the rookery. “Softstart” techniques could be implemented by starting lower impact work in the area first or having a small
crew walk the area before initiating heavy equipment
use.
d. Establishing a no disturbance buffer around any
onsite habitat to be protected (i.e., so birds could
relocate from one side of the pond to another)
Conduct any tree removal and construction activities
according to the protocol described in Mitigation
Measure 4.3-2(a).

Prepare and implement a rookery impact reduction plan
if required.

Include tree removal timing and/or tree protection
requirements on Grading and Construction Plans.

PUD, CNU Project proponent Prior to activities that may impact the rookery.

City of Sacramento Community
Development Department,
California Department of Fish
and wildlife (CDFW), US Fish
and Wildlife Service (USFWS)

4.3-2(b)

1. Preconstruction surveys for burrowing owls shall be
conducted by a qualified biologist (as approved by
CDFW) prior to construction activities within 500 feet of the annual grassland. For the purposes of burrowing
owl, construction activities include mobilization,
vegetation clearing operations, grading, including in
areas where disturbance has occurred from construction
prior to development. Surveys shall be conducted no
more than 30 days and no less than 14 days before the
start of construction activities. If construction activities are delayed for more than 30 days after the initial
preconstruction surveys, a new preconstruction survey
shall be required. All surveys shall be conducted in
accordance with the Staff Report on Burrowing Owl
Mitigation.1(Appendix D). This mitigation shall be
implemented by the project proponent.

Conduct preconstruction surveys within 500 feet of
annual grassland.

PUD Project proponent Conduct survey no more than
30 days and no less than
14 days before the start of
construction activities and any
time construction activities are
delayed for more than 30 days.

City of Sacramento Community
Development Department,
California Department of Fish
and Wildlife (CDFW)

2. If burrowing owls are discovered within 500 feet of the disturbance footprint while construction is actively
occurring during the nesting season, the CDFWapproved project biologist shall be notified immediately.

The biologist shall establish a 500-foot no-work buffer.

The biologist shall conduct daily check-in site visits for the first week to monitor the nest. After the first week, the biologist shall conduct two site visits per week to monitor the nest until the biologist verifies through noninvasive methods that either: (1) the owls have not begun egg-laying and incubation; or (2) juveniles from
the occupied burrows are foraging independently and
are capable of independent survival.

Upon discovery of burrowing owls within 500 feet during construction while in nesting season notify the CDFW
approved project biologist.

Establish 500-foot no work buffer and biologist will
monitor going forward.

PUD Project proponent If burrowing owls are
discovered while construction
is occurring during nesting
season.

City of Sacramento Community
Development Department,
California Department of Fish
and Wildlife (CDFW)

1 California Department of Fish and Wildlife. 2012. Staff Report on Burrowing Owl Mitigation. Sacramento, CA.

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-10 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

4.3-2(c)

1. If construction activities are anticipated to begin during the Swainson’s hawk nesting season (March 1 to
September 15) in each year construction activities begin, a qualified biologist shall conduct a minimum of three
preconstruction surveys during each of the two
recommended survey periods in accordance with the
2000 Swainson’s Hawk Technical Advisory Committee’s
(TAC’s) Recommended Timing and Methodology for
Swainson’s Hawk Nesting Surveys in California’s Central Valley
2 (Appendix D). Construction activities include
clearing and grubbing, tree removal, initial grading,
removal of riparian woodland/filling of the pond, and
noise and vibration associated with construction
equipment. The table below provides the Swainson’s
Hawk TAC’s survey periods:

Conduct preconstruction surveys within 0.50-mile of the project footprint according to the protocol described in Mitigation Measure 4.3-2(c).

PUD, CNU Project proponent Conduct surveys during each
of the two recommended
survey periods based on the
start of construction activities
in each year construction
activities begin.

City of Sacramento Community
Development Department,
California Department of Fish
and Wildlife (CDFW)
Survey Period Survey Time Notes
I. January–March All day Optional
II. March 20–April 5 Sunrise–10 a.m.;
4 p.m.–sunset
III. April 5–April 20 Sunrise–12 noon;
4:30 p.m.–sunset
IV. April 21–June 10 Monitoring known
nest sites only
Initiating surveys not
recommended
V. June 10–July 30 Sunrise–12 noon;
4 p.m.–sunset
For example, if construction is anticipated to begin in May, three surveys would be conducted in Survey
Period II and three surveys would be conducted in
Survey Period III. All potential nest trees within 0.50 mile of the project footprint shall be visually examined for potential Swainson’s hawk nests, as accessible. If no
active Swainson’s hawk nests are identified in or within

0.50 mile of the project area, a letter report documenting the survey methodology and findings shall be submitted
to the City for their files within 14 days of the final survey for each year of construction. This mitigation shall be implemented by the project proponent before any
project-related work in suitable nesting habitat.

2. If active Swainson’s hawk nests are found within

0.25 mile of construction activities, a survey report shall be submitted to CDFW, and an avoidance and
minimization plan shall be developed for approval by
CDFW before the start of construction. The avoidance
plan shall identify measures to minimize impacts on the active Swainson’s hawk nest, depending on the exact
location of the nest. These measures shall include but
not be limited to:
a. All construction personnel shall receive a worker
environmental awareness training program from a
CDFW- and USFWS-approved biologist before the
start of any construction activities.

If Swainson’s hawk nests are found within 0.25 mile of
construction activities, follow the protocol described
under Mitigation Measure 4.3-2(c).

PUD, CNU Project proponent Prior to construction if there is a discovery of Swainson’s
hawk nests within 0.25 mile of
construction activities.

City of Sacramento Community
Development Department,
California Department of Fish
and Wildlife (CDFW), US Fish
and Wildlife Service (USFWS)

2 Swainson’s Hawk Technical Advisory Committee. 2000. Recommended Timing and Methodology for Swainson’s Hawk Nesting Surveys in California’s Central Valley. May 31, 2000.

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-11 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party b. A buffer zone and work schedule shall be
established to avoid affecting the nest during critical periods. If possible, no work will occur within

0.25 mile of the nest while it is in active use. If work will occur within 0.25 mile of the nest, construction
will be monitored by a qualified biologist on a daily
basis to ensure that no work occurs which will result
in take of Swainson’s hawk. In consultation with the
qualified biologist, the project applicant shall
preclude all project activities within a minimum of
500 feet of the nest during sensitive periods of the
breeding season such as incubation or within
10 days after hatching. If during consultation it is
determined that implementation of the project as
proposed may result in take of Swainson’s hawk, the
project may seek related take authorization as
provided by the Fish and Game Code.
c. A biological monitor shall conduct regular monitoring of the nest during construction activities.
d. The biologist shall be allowed to halt construction
activities if construction activities are disturbing the nest. The biologist will be able to halt construction
until she/he has determined that the nest activity is
resuming normal activity. Once the biologist
determines that normal nesting behavior has
resumed, construction activities may recommence.
e. No plastic, monofilament, jute, or similar erosion
control matting shall be placed within the project area when working within 200 feet of annual grassland or
suitable nest sites. Possible substitutions include
coconut coir matting, tackified hydroseeding
compounds, or other material approved by CDFW
and USFWS.
f. Any trees containing an active Swainson’s hawk nest
shall be retained during project implementation.

Retention of the nest tree includes prohibition of any
project-related activity which may inadvertently
damage the integrity of the nest tree or the nest
structure, including any activities in the surrounding
vicinity that occur outside the Swainson’s hawk
nesting season. If the nest tree cannot be retained,
the project applicant and their qualified biologist shall consult with CDFW and demonstrate compliance
with CESA. If during consultation it is determined that implementation of the project as proposed may result
in take of Swainson’s hawk, the project may seek
related take authorization as provided by the Fish
and Game Code.
g. During construction activities and when feasible
based on site conditions, all staging and storage
areas, including vehicle parking and employee break
area shall be located at least 1000 feet from an
active Swainson’s hawk nest.
h. During construction activities, any night lighting used during project activities shall be directed away from
the active nest or shielded to avoid disturbance of
nesting behavior.

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-12 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

4.3-3: Construction under the
proposed project could result in
impacts on special-status bat
species.

4.3-3
Construction activities associated with removal of landscape and riparian trees, demolition and potential implosion of the Sleep Train Arena building and associated infrastructure, and demolition of the foundation of the partially constructed baseball field and stadium shall occur between September 1 and April 30, which is outside of the breeding season for bat species, to the extent feasible.

If removal of landscape and riparian trees begin during the breeding period for bats (May 1 through August 31), a
qualified biologist shall conduct a preconstruction survey within five days prior to the scheduled tree removal. The biological shall inspect all trees containing crevices and the bark or cavities for evidence of sign (i.e. guano). If no sign is observed, a letter report shall be submitted to the City for its records within 14 days of the survey and no additional
measures associated with tree removal are required. If tree removal does not begin within five days of the
preconstruction survey, or if the removal of previously inspected trees halts for more than five days, an additional preconstruction survey is required within five days of the initiation or re-initiation of tree removal. If a maternity colony is observed within a tree, that tree shall not be removed until the breeding season has been completed. Alternatively, a qualified bat biologist may exclude individual day-roosting bats in consultation with CDFW, thereby allowing tree
removal to continue after successful exclusion activities.

During bat breeding season, conduct preconstruction
surveys prior to removal of landscape and riparian
trees.

PUD, CNU Project proponent Conduct survey if removal of landscape and riparian trees
begins during May 1 through
August 31, within five days
prior to the scheduled tree
removal.

City of Sacramento Community
Development Department,
California Department of Fish
and Wildlife (CDFW)
If construction activities associated with the demolition and potential implosion of the Sleep Train Arena building and associated infrastructure within the CNU Medical Center and the demolition of the remnant baseball field foundation in the Innovation Park PUD are anticipated to occur during the breeding season (May 1 through August 31), a qualified
biologist shall conduct a nighttime emergence survey no later than one-half hour before sunset and continue until at least 3 hours after sunset to allow for detection of both day- and night-roosting bats. The survey shall be conducted within five days of the scheduled implosion of the Sleep Train Arena building and associated infrastructure and the demolition of the remnant baseball field foundation. If any bats are
observed emerging from any of the buildings or foundation, the building(s) or the foundation shall not be demolished until the breeding season has been completed.

During bat breeding season, conduct nighttime
emergence survey.

PUD, CNU Project proponent Conduct survey if construction activities occur during breeding
season, no later than one-half
hour before sunset and
continue for at least 3 hours
after sunset.

Conduct survey within five
days of scheduled implosion
and demolition.

City of Sacramento Community
Development Department,
California Department of Fish
and Wildlife (CDFW)

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-13 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

4.3-4: Vegetation clearing activities
and initial grading under the
proposed project could result in
impacts on special-status plant
species.

4.3-4
A qualified plant biologist approved by CDFW shall conduct a preconstruction survey in the annual grassland for stinkbells (blooms March-June) within the project area including the CNU Medical Center and within the riparian woodland for Stanford’s arrowhead (blooms May-November) within
Innovation Park PUD (excluding the CNU Medical Center)
during their blooming periods prior to vegetation clearing activities and initial grading. The survey will be conducted following the Protocols for Surveying and Evaluating Impacts to Special Status Native Plant Populations and Natural
Communities.
3 If special-status plant species are found, the
project proponent shall prepare a transplantation and
monitoring plan in consultation with CDFW. The
transplantation and monitoring plan will be subject to review and approval by CDFW before the start of any construction activities in the special-status plant species area. This plan will describe the intent and anticipated success of
transplanting, and specify success criteria for transplanted plants and related long-term protection and management of transplanted plants. This mitigation shall be implemented by the project proponent.

Retain a qualified biologist to conduct preconstruction survey in the annual grassland for stinkbells and within the riparian woodland for Stanford’s arrowhead
following the protocol outlined in Mitigation Measure

4.3-4.

PUD, CNU (stinkbell survey
only)
Project proponent Prior to vegetation clearing
activities and initial grading.

City of Sacramento Community
Development Department,
California Department of Fish
and Wildlife (CDFW)

4.3-5: Impacts to the
lacustrine/freshwater emergent
wetland within the Innovation Park
PUD would have the potential to
result in a substantial adverse effect
on state or federally protected
wetlands (including, but not limited
to, marsh, vernal pool, coastal, etc.)
through direct removal, filling,
hydrological interruption, or other
means.

4.3-5(a)
Before the City issues a grading permit or demolition permit, whichever comes first, for any work in riparian and emergent wetlands or lacustrine habitats in the project area, the project proponent shall acquire all applicable permits. This includes acquiring a permit for dewatering activities in the event the pond needs to be dewatered before any impacts. These
permits may include, but would not be limited to, a CWA Section 404 permit from USACE, a CWA Section 401 water
quality certification from the Central Valley RWQCB, and/or a Section 1600 lake and streambed alteration agreement from CDFW.

Acquire all applicable permits necessary for any work in riparian and emergent wetlands or lacustrine habitats in the project area.

PUD Project proponent Prior to issuance of a grading
permit or demolition permit,
whichever comes first.

City of Sacramento Community
Development Department.

United States Army Corps of
Engineers (USACE),
CVRWQCB and CDFW

4.3-5(b)
The project proponent shall demonstrate that there is no net loss of wetlands and other waters of the United States and state-protected waters/wetlands from project construction. To ensure this, wetland mitigation shall be developed as a part of the permitting process as described in Mitigation Measure

4.3-5(a) above. Mitigation shall be provided before
construction-related impacts on the existing wetlands occur.

The exact mitigation ratio will be determined in consultation with USACE and/or CDFW, based on the type and value of
the wetlands affected by the project, but the project shall compensate for affected wetlands at a ratio no less than 1:1.

Compensation shall take the form of wetland preservation or creation in accordance with USACE and/or CDFW mitigation requirements, as specified in project permits. Preservation and creation will occur off-site through the purchase of credits at a USACE- and/or CDFW-approved mitigation bank and/or the acquisition of mitigation land. Because the project area is not subject to the NBHCP, mitigation of impacts on wetlands and other waters of the United States and stateprotected waters/wetlands can occur outside of the Natomas Basin. Alternatively, although exempt from the NBHCP, the project proponent may also pay NBHCP fees
Incorporate wetland mitigation into the permitting
process as described in Mitigation Measure 4.3-5(a).

Compensate for affected wetlands at a ratio no less
than 1:1 via off-site wetland preservation or creation
through the purchase of credits at a USACE and/or
CDFW-approved mitigation bank and/or acquisition of
mitigation land.

PUD Project proponent Prior to when constructionrelated impacts on the existing wetlands occur.

City of Sacramento Community
Development Department,
California Department of Fish
and Wildlife (CDFW), US Army
Corps of Engineers (USACE)

3 California Department of Fish and Wildlife. 2018. Protocols for Surveying and Evaluating Impacts to Special Status Native Plant Populations and Sensitive Natural Communities. Sacramento, CA.

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-14 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

4.3-6: Construction under the
proposed Innovation Park PUD could
result in a substantial adverse effect
on riparian habitat or other sensitive
natural communities identified in local
or regional plans, policies,
regulations or by CDFW or USFWS.

4.3-6
The project proponent shall compensate for the removal of riparian woodland habitat at a minimum ratio of 3:1.

Compensation shall take the form of preservation or creation in accordance with CDFW mitigation requirements, as
required under project permits. Preservation and creation shall occur off-site through the purchase of credits at a USACE- and/or CDFW-approved mitigation bank, through
the acquisition of mitigation land, or through the purchase of NBHCP fees.

Compensate for removal of riparian woodland habitat at
a minimum ration of 3:1 via preservation or creation as outlined in Mitigation Measure 4.3-6.

PUD Project proponent Concurrent with what is
required under project permits.

City of Sacramento Community
Development Department,
California Department of Fish
and Wildlife (CDFW), US Army
Corps of Engineers (USACE)

4.3-8: Construction under the
proposed Innovation Park PUD and
CNU Medical Center could result in
removal of protected trees and
conflict with City of Sacramento
policies protecting trees.

4.3-8(a)
Should trees occur within the project footprint associated with the Innovation Park PUD, the project proponent shall retain a certified arborist to conduct an arborist survey to inventory all trees within the footprint.

Retain a certified arborist who shall conduct an
inventory survey of all trees within the footprint.

PUD Project proponent Prior to tree removing
activities.

City of Sacramento Community
Development Department

4.3-8(b)
Before the start of construction activities in the Innovation Park PUD and the CNU Medical Center involving any work
that would remove protected trees as defined by Sacramento City Code Chapter 12.56, the proponent shall obtain a permit for the removal of protected trees. The project proponent shall comply with all conditions of any issued permit during construction.

Obtain a permit for the removal of protected trees and
comply with all conditions of any issued permit during
construction.

PUD, CNU Project proponent Prior to the start of
construction activities involving
removal of protected trees.

City of Sacramento Community
Development Department

4.3-10: Construction under the
proposed project, in combination with
other cumulative development, would
contribute to the cumulative harm to,
or loss of nesting habitat for, specialstatus bird species and other sensitive and/or protected bird
species.

4.3-10
Implement Mitigation Measures 4.3-2(a) through 4.3-2(c).

See Mitigation Measures 4.3-2(a) through 4.3-2(c). See Mitigation Measures

4.3-2(a) through 4.3-2(c).

See Mitigation Measures

4.3-2(a) through 4.3-2(c).

See Mitigation Measures

4.3-2(a) through 4.3-2(c).

See Mitigation Measures

4.3-2(a) through 4.3-2(c).

4.3-11: Construction under the
proposed project, in combination with
other cumulative development, would
contribute to the cumulative loss of
habitat, or impacts on bat species.

4.3-11
Implement Mitigation Measure 4.3-3.

See Mitigation Measure 4.3-3. See Mitigation Measure 4.3-3. See Mitigation Measure 4.3-3. See Mitigation Measure 4.3-3. See Mitigation Measure 4.3-3.

4.3-12: Construction under the
proposed Innovation Park PUD, in
combination with other cumulative
development, could contribute to the
cumulative loss of special-status
plant species.

4.3-12
Implement Mitigation Measure 4.3-4.

See Mitigation Measure 4.3-4. See Mitigation Measure 4.3-4. See Mitigation Measure 4.3-4. See Mitigation Measure 4.3-4. See Mitigation Measure 4.3-4.

4.3-13: Construction under the
proposed project, in combination with
other cumulative development, would
contribute to the cumulative loss of
sensitive habitats, including protected
wetland habitat as defined in Section
404 of the Clean Water Act, riparian
vegetation, and state-protected
waters/wetlands.

4.3-13
Implement Mitigation Measures 4.3-5(a), 4.3-5(b), and

4.3-7(b).

See Mitigation Measures 4.3-5(a), 4.3-5(b), and

4.3-7(b).

See Mitigation Measures

4.3-5(a), 4.3-5(b), and 4.3-7(b).

See Mitigation Measures

4.3-5(a), 4.3-5(b), and 4.3-7(b).

See Mitigation Measures

4.3-5(a), 4.3-5(b), and 4.3-7(b).

See Mitigation Measures

4.3-5(a), 4.3-5(b), and 4.3-7(b).

4.3-14: Construction under the
proposed project, in combination with
other cumulative development, would
contribute to the cumulative loss of
locally protected trees.

4.3-14
Implement Mitigation Measures 4.3-8(a) and 4.3-8(b).

See Mitigation Measures 4.3-8(a) and 4.3-8(b). See Mitigation Measures

4.3-8(a) and 4.3-8(b).

See Mitigation Measures

4.3-8(a) and 4.3-8(b).

See Mitigation Measures

4.3-8(a) and 4.3-8(b).

See Mitigation Measures

4.3-8(a) and 4.3-8(b).

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-15 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

4.4 Cultural and Tribal Cultural Resources

4.4-1: Construction of development
allowed under the proposed project
could affect previously unrecorded
historical resources and unique
archaeological resources.

4.4-1(a)
A tribal cultural resources awareness brochure and training program for all personnel involved in project implementation shall be developed in coordination with interested Native American Tribes. The brochure shall be distributed and the training will be conducted by Native American representatives, or tribal monitors from culturally affiliated Native American Tribes, before any stages of project implementation and construction activities begin on the project site. The training may be done in coordination with the project archaeologist.

The program will include relevant information regarding sensitive tribal cultural resources, applicable regulations and protocols for avoidance, and consequences of violating state laws and regulations. The program will describe appropriate avoidance and minimization measures for resources that
have the potential to be located on the project site and will outline what to do and whom to contact if any potential tribal cultural resources or archaeological resources are
encountered. The program will underscore the requirement for confidentiality and culturally appropriate treatment of any find with cultural significance to Native Americans’ tribal values. All operators of ground-disturbing equipment shall receive the training and sign a form that acknowledges
receipt of the training.

Prepare a tribal cultural resources awareness brochure
and training program, which all operators of grounddisturbing equipment shall receive.

PUD, CNU Project proponent Prior to any stages of project implementation and
construction activities begin on
the project site.

City of Sacramento Community
Development Department

4.4-1(b)
If cultural resources or tribal cultural resources (such as structural features, unusual amounts of bone or shell,
artifacts, or human remains) are encountered at the project site during construction, work shall be suspended within 100 feet of the find (based on the apparent distribution of cultural materials), and the construction contractor shall immediately notify the project’s City representative. Avoidance and preservation in place is the preferred manner of mitigating impacts on cultural resources and tribal cultural resources.

This may be accomplished, by several alternative means, including those listed below.

Cease work within 100 feet if discovery is made and
notify the project’s City representative
PUD, CNU Project proponent During ground-disturbing
activities.

City of Sacramento Community
Development Department
 Construction will be planned to avoid tribal cultural resources, archaeological sites, and/or other cultural
resources; cultural resources will be incorporated within parks, green space, or other open space; archaeological resources will be covered; a cultural resource will be
deeded to a permanent conservation easement; or the
project will use other preservation and protection
methods agreeable to the consulting parties and
regulatory authorities with jurisdiction over the activity.

Plan construction to avoid tribal cultural resources,
archaeological sites, and/or other cultural resources.

PUD, CNU Project proponent Prior to construction. City of Sacramento Community Development Department
 Recommendations for avoidance of cultural resources
and tribal cultural resources will be reviewed by the City representative, interested culturally affiliated Native American Tribes, and other appropriate agencies in light of factors such as costs, logistics, feasibility, design, technology, and social, cultural, and environmental
considerations, and the extent to which avoidance is
consistent with project objectives. Avoidance and design alternatives may include realignment within the project site to avoid cultural resources or tribal cultural
resources, modification of the design to eliminate or
reduce impacts on cultural resources or tribal cultural resources, or modification or realignment to avoid highly significant features within a cultural resource or tribal cultural resource.

Review recommendations for avoidance of cultural
resources and tribal cultural resources.

Invite interested Native American representatives from
interested culturally affiliated Native American tribes to review and comment.

PUD, CNU Project proponent Prior to construction. City of Sacramento Community Development Department

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-16 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party  Native American representatives from interested
culturally affiliated Native American Tribes will be invited to review and comment on these analyses and shall
have the opportunity to meet with the City representative and its representatives who have technical expertise to identify and recommend feasible avoidance and design
alternatives, so that appropriate avoidance and design
alternatives can be identified.
 If the discovered cultural resource or tribal cultural resource can be avoided, the construction contractor(s) will install protective fencing outside the site boundary, including a 100-foot buffer area, before construction
restarts. The boundary of a cultural resource or a tribal cultural resource will be determined in consultation with interested culturally affiliated Native American tribes and tribes will be invited to monitor the installation of fencing.

Use of temporary and permanent forms of protective
fencing will be determined in consultation with Native
American representatives from interested culturally
affiliated Native American tribes.
 The construction contractor(s) will maintain the protective fencing throughout construction to avoid the site during all remaining phases of construction. The area will be
demarcated as an “Environmentally Sensitive Area.”
Install protective fencing outside the site boundary of discovered, avoidable cultural resource or tribal cultural resources. This will include a 100-foot buffer area.

Protective fencing will be maintained throughout
construction.

PUD, CNU Project proponent During ground-disturbing
activities for individual
applicable development
projects.

City of Sacramento Community
Development Department
If a cultural resource or a tribal cultural resource cannot be avoided, the following performance standard shall be met before the continuance of construction and associated
activities that may result in damage to or destruction of cultural resources or tribal cultural resources:
 Each resource will be evaluated for California Register of Historical Resources eligibility through application of established eligibility criteria (California Code of
Regulations Title 14, Section 15064.636), in consultation with consulting Native American Tribes, as applicable.

Evaluate a cultural resource or a tribal cultural resource that cannot be avoided for eligibility.

PUD, CNU Project proponent During ground-disturbing
activities for individual
applicable development
projects.

City of Sacramento Community
Development Department
If a cultural resource or a tribal cultural resource is determined to be eligible for listing in the California Register, the City will avoid damaging effects on the resource in accordance with PRC Section 21084.3. The City shall
coordinate the investigation of the find with a qualified archaeologist (meeting the Secretary of the Interior’s
Professional Qualifications Standards for Archeology)
approved by the City and with interested culturally affiliated Native American tribes that respond to the City’s invitation. As part of the site investigation and resource assessment, the City and the archaeologist shall consult with interested culturally affiliated Native American tribes to assess the significance of the find, make recommendations for further evaluation and treatment as necessary, and provide proper management recommendations should potential impacts on
the resources be determined by the City to be significant.

A written report detailing the site assessment, coordination activities, and management recommendations shall be
provided to the City representative by the qualified
archaeologist. These recommendations will be documented in the project record. For any recommendations made by
interested culturally affiliated Native American tribes that are not implemented, a justification for why the recommendation was not followed will be provided in the project record.

Coordinate investigation of an eligible cultural resource or an eligible tribal cultural resource with a qualified archeologist and avoid damaging.

Consult with interested culturally affiliated Native
American tribes for recommendations.

Submit a written report by the qualified archaeologist
detailing site assessment, coordination activities, and management recommendations to the City
representative.

PUD, CNU Project proponent During ground-disturbing
activities for individual
applicable development
projects.

City of Sacramento Community
Development Department

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-17 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party Native American representatives from interested culturally affiliated Native American tribes and the City representative will also consult to develop measures for long-term
management of any discovered tribal cultural resources.

Consultation will be limited to actions consistent with the jurisdiction of the City and taking into account ownership of the subject property. To the extent that the City has
jurisdiction, routine operation and maintenance within tribal cultural resources retaining tribal cultural integrity shall be consistent with the avoidance and minimization standards identified in this Mitigation Measure.

If the City determines that the project may cause a significant impact on a tribal cultural resource, and measures are not otherwise identified in the consultation process, the following are examples of mitigation capable of avoiding or
substantially lessening potential significant impacts on a tribal cultural resource or alternatives that would avoid significant impacts on the resource. These measures may be
considered to avoid or minimize significant adverse impacts and constitute the standard by which an impact conclusion of less than significant may be reached:
 Avoid and preserve resources in place, including but not limited to planning construction to avoid the resources and protect the cultural and natural context, or planning green space, parks, or other open space to incorporate
the resources with culturally appropriate protection and management criteria.
 Treat the resource with culturally appropriate dignity, taking into account the tribal cultural values and meaning of the resource, including but not limited to the following:
 Protect the cultural character and integrity of the
resource.
 Protect the traditional use of the resource.
 Protect the confidentiality of the resource.
 Establish permanent conservation easements or
other interests in real property, with culturally
appropriate management criteria for the purposes of
preserving or using the resources or places.
 Protect the resource.

Consider the protocol described in Mitigation Measure

4.4-1(b) if measures are not identified for a tribal cultural resource.

PUD, CNU Project proponent During ground-disturbing
activities for individual
applicable development
projects.

City of Sacramento Community
Development Department

4.4-2: Construction of development
allowed under the proposed project
could affect human remains.

4.4-2
If an inadvertent discovery of human remains is made at any time during project-related construction activities or project planning, the following performance standards shall be met before implementing or continuing actions such as
construction that may result in damage to or destruction of human remains. In accordance with the California Health and Safety Code (HSC), if human remains are encountered
during ground-disturbing activities, the City shall immediately halt potentially damaging excavation in the area of the remains and notify the Sacramento County Coroner and a
qualified archaeologist (meeting the Secretary of the
Interior’s Professional Qualifications Standards for
Archeology) to determine the nature of the remains. The coroner is required to examine all discoveries of human remains within 48 hours of receiving notice of a discovery on private or state lands (HSC Section 7050.5[b]).

Cease work and notify the Sacramento County Coroner
and a qualified archaeologist. Follow protocol for further notification including to the NAHC, if applicable. Contact the Native American Heritage Commission to identify
the Most Likely Descendant, if applicable.

PUD, CNU Project proponent During ground-disturbing
activities for individual
applicable development
projects.

City of Sacramento Community
Development Department

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-18 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party If the human remains are of historic age and are determined by the Sacramento County Coroner to be not of Native
American origin, the City will follow the provisions of HSC Section 7000 et seq. regarding the disinterment and removal of non–Native American human remains.

If the coroner determines that the remains are those of a Native American, he or she must contact the Native
American Heritage Commission (NAHC) by phone within
24 hours of making that determination (HSC Section
7050[c]). After the coroner’s findings have been made, the archaeologist and the NAHC-designated Most Likely
Descendant, in consultation with the landowner, shall
determine the ultimate treatment and disposition of the remains. The responsibilities of the City for acting upon notification of a discovery of Native American human remains are identified in Public Resources Code Section 5097.9 et seq.

4.4-3: Construction of development
allowed under the proposed project
could affect tribal cultural resources.

4.4-3
Implement Mitigation Measures 4.2-1(a) and 4.2-1(b) and/or Mitigation Measure 4.4-2, as applicable.

See Mitigation Measures 4.2-1(a) and 4.2-1(b) and/or
Mitigation Measure 4.4-2, as applicable.

See Mitigation Measures 4.2-1(a)
and 4.2-1(b) and/or Mitigation
Measure 4.4-2, as applicable.

See Mitigation Measures

4.2-1(a) and 4.2-1(b) and/or
Mitigation Measure 4.4-2, as
applicable.

See Mitigation Measures

4.2-1(a) and 4.2-1(b) and/or
Mitigation Measure 4.4-2, as
applicable.

See Mitigation Measures

4.2-1(a) and 4.2-1(b) and/or
Mitigation Measure 4.4-2, as
applicable.

4.4-4: Construction of development
allowed under the proposed project,
in combination with other
development, could contribute to the
cumulative loss or alteration of
historic-era and indigenous
archaeological resources and/or
human remains in archaeological
contexts.

4.4-4
Implement Mitigation Measures 4.2-1(a) and 4.2-1(b) and/or Mitigation Measure 4.4-2, as applicable.

See Mitigation Measures 4.2-1(a) and 4.2-1(b) and/or
Mitigation Measure 4.4-2, as applicable.

See Mitigation Measures 4.2-1(a)
and 4.2-1(b) and/or Mitigation
Measure 4.4-2, as applicable.

See Mitigation Measures

4.2-1(a) and 4.2-1(b) and/or
Mitigation Measure 4.4-2, as
applicable.

See Mitigation Measures

4.2-1(a) and 4.2-1(b) and/or
Mitigation Measure 4.4-2, as
applicable.

See Mitigation Measures

4.2-1(a) and 4.2-1(b) and/or
Mitigation Measure 4.4-2, as
applicable.

4.6 Global Climate Change

4.6-1: Construction of the proposed
project could generate GHG
emissions, either directly or indirectly,
that may have a significant impact on
the environment.

4.6-1a
Based on guidance from SMAQMD, the project proponents
and/or construction contractors shall implement the following design features and on-site measures to reduce construction GHG emissions.
i. Improve fuel efficiency from construction equipment:

1. Limit idling time either by shutting equipment off
when not in use or reducing the time of idling to no
more than 3 minutes (5 minute limit is required by the
state airborne toxics control measure [Title 13,
sections 2449(d)(3) and 2485 of the California Code
of Regulations]). Provide clear signage that posts
this requirement for workers at the entrances to the
site.

2. Maintain all construction equipment in proper
working condition according to manufacturer’s
specifications. The equipment must be checked by a
certified mechanic and determined to be running in
proper condition before it is operated.

3. All equipment operators shall be trained in the proper use of equipment in accordance with the equipment
manufacturer’s specifications.

4. Use the proper size of equipment for the job based
on the professional experience of the construction
contractor foreman.

Implement design features and on-site measures
outlined in Mitigation Measure 4.6-1a for reduction of
GHG emissions.

PUD, CNU Project proponent During site plan and design, and during construction.

City of Sacramento Community
Development Department

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-19 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

5. Use equipment with new technologies (e.g.,
repowered engines, electric drive trains) where
commercially available. Prior to the commencement
of construction, any lack of availability shall be
demonstrated with documentation from at least two
heavy equipment providers in the greater
Sacramento area. Such documentation shall be
submitted to the City and SMAQMD.

The construction contractor shall retain a qualified expert to evaluate whether on-site material hauling with trucks
equipped with on-road engines would be less emissive than trucks with off-road engines based on horsepower and
emission factor. If it is determined to be less emissive, and confirmed by the City and SMAQMD, trucks with on-road
engines shall be used for on-site material hauling.

Retain a qualified expert to evaluate what engine would be less emissive.

PUD, CNU Project proponent During site plan and design
and during construction.

City of Sacramento Community
Development Department
iii. Use alternative fuels, such as propane or solar, for generators at construction sites or use electrical power. iv. Use a California Air Resources Board approved low
carbon fuel for construction equipment. (Oxides of
nitrogen emissions from the use of low carbon fuel must not be allowed to increase due to this measure.)
v. Provide carpools, shuttle vans, transit passes, and/or secure bicycle parking for construction worker
commutes.
vi. Reduce electricity use in the construction office(s) by using compact fluorescent bulbs, powering off
computers every day, and replacing heating and cooling
units with more efficient ones.
vii. Recycle or salvage non-hazardous construction and
demolition debris (goal of at least 75 percent by weight). viii. Use locally sourced or recycled materials for
construction materials (goal of at least 20 percent based on costs for building materials, and based on volume for roadway, parking lot, sidewalk, and curb materials).

Wood products utilized should be certified through a
sustainable forestry program.
ix. Utilize a low carbon concrete option.
x. Use SmartWay certified trucks for deliveries and
equipment transport.

Implement design features and on-site measures
outlined in Mitigation Measure 4.6-1a for reduction of
GHG emissions.

PUD, CNU Project proponent During site plan and design. City of Sacramento Community Development Department

4.6-1b
If full implementation of Mitigation Measure 4.6-1a is
determined by a qualified expert retained by the project proponent(s) and verified by the City to not reduce
construction emissions below the 1,100 metric tons
CO2e/year construction threshold, prior to the
commencement of the construction activities for each
calendar year, project proponent(s) shall provide the City documentation that verified carbon offset credits have been purchased and retired for their fair share of the metric tons CO2e to offset project construction-related GHG emissions that would otherwise exceed the SMAQMD’s construction
significance threshold. Each project proponent’s construction emissions calculations and estimates shall be prepared by a qualified expert and provided to the City for review and approval. The City will then determine each proponent’s fair share of construction emissions within the Innovation Park PUD for that year based on the total City-approved project construction emissions estimates for the year. Each
proponent will then be responsible for mitigating its fair share Provide documentation of verified carbon offset credits being purchased to offset project construction related
emissions that exceed SMAQMD’s constriction
significance threshold. Retain a qualified expert to verify this.

PUD, CNU Project proponent Prior to the commencement of the construction activities for
each calendar year, and within
60 days of the City’s approval
of estimated emissions.

City of Sacramento Community
Development Department,
Sacramento Metropolitan Air
Quality Management District
(SMAQMD)

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-20 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party of construction emissions that exceed the significance
threshold. Within 60 days of City approval of the estimated emissions, the project proponent(s) shall provide verification to the City that carbon offset credits have been purchased for the amount identified by the City-approved emissions
estimates.

The carbon offset credits shall be from a registry approved by CARB,
4 and be quantified and verified using protocols that
are consistent with the criteria identified in the California Code of Regulations, title 17, section 95972 – namely that they be real; permanent; quantifiable; verifiable; additional as defined by Health and Safety Code section 38562,
subdivisions(d)(1) and (d)(2) and California Code of
Regulations, title 17, section 95802, subdivision (a); and enforceable. In addition, any offsets originating outside California must have GHG emissions programs equivalent to, or more stringent than, California's cap and trade program.

4.6-1c
As an alternative to implementation of Mitigation Measures

4.6-1a and/or 4.6-1b, if a demolition, grading, and/or building permit application for a project within the Innovation Park PUD area is submitted subsequent to the adoption of a City of Sacramento Climate Action Plan (CAP) that meets the
requirements of CEQA Section 15183.5 (b), for tiering and streamlining the analysis of GHG emissions (i.e., CEQAqualified GHG reduction plan), that project shall be designed, constructed, and operated in compliance with the CAP. The City shall document such compliance in written findings prior to the issuance of the building permit. To substantiate that the project construction complies with the requirements of the CAP, the proponent(s) shall provide the City with an analysis prepared by a qualified expert that identifies the requirements specified in the CAP that apply to construction of the project and, if those requirements are not otherwise binding and enforceable, the proponent(s) shall commit to incorporating those requirements as part of the project. Documentation of incorporation of requirements shall be submitted to the City and approved by the City prior to the commencement of
construction activities and no additional mitigation shall be required.

Incorporate requirements under the City of Sacramento
Climate Action Plan into construction plans for the
project with assistance from a qualified expert as
outlined in Mitigation Measure 4.6-1c.

PUD, CNU Project proponent During project design and if the City of Sacramento Climate
Action Plan is adopted before
a demolition, grading and/or
building permit application for a
project is submitted.

City of Sacramento Community
Development Department

4.6-2: Operation of the proposed
project could generate GHG
emissions, either directly or indirectly,
that may have a significant impact on
the environment.

4.6-2a
Following guidance from SMAQMD, the project shall include the following design features and on-site measures to reduce operational energy emissions:
i. Building electrification: Consistent with the Tier 1 BMPs and the City of Sacramento’s recently adopted ordinance significantly limiting natural gas infrastructure in all new construction, all buildings other than the CNU Medical
Center shall be designed to be 100 percent electric and to not include any natural gas appliances, including
water heaters, clothes washers and dryers, HVAC
systems, and stoves.
ii. On-site measures to offset CNU Medical Center Natural Gas Combustion GHG Emissions:
a. Install on-site roof-top solar PV panels or other onsite renewable energy on all buildings including the CNU Medical Center, subject to space availability.

Implement the design features and onsite measures for
building electrification, on-site measures to offset CNU Medical Center Natural Gas Combustion GHG
Emissions, and electric vehicles as described in
Mitigation Measure 4.6-2a.

PUD, CNU Project proponent During site plan and design. City of Sacramento Community Development Department

4 Currently, CARB-approved GHG offset registries include the Climate Action Reserve, the American Carbon Registry, and Verra (previously, Verified Carbon Standard)

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-21 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party b. Implement an all-electric food service facility where feasible.
c. Use electric process equipment for pharmaceutical
manufacturing where feasible.
d. The CNU Medical Center hospital building shall be
constructed to achieve Leadership in Energy and
Environmental Design (LEED) Gold certification.
ii. Electric vehicle ready: Consistent with the SMAQMD
Tier 1 BMPs and the City’s recently adopted EV
charging ordinance, the project shall meet the
CALGreen Tier 2 standards for EV charging
infrastructure, except all EV capable spaces shall
instead be EV ready.5
a. At least 20 percent of residential parking spaces and 10 percent of non-residential parking spaces will be
EV ready.
b. At least 22 percent of parking spaces will be
dedicated to any combination of low-emitting, fuelefficient, and carpool/van pool vehicles.

4.6-2b
If full implementation of Mitigation Measure 4.6-2a is
determined by the project proponent(s) and verified by the City as infeasible, prior to the commencement of the project operations, the project proponent(s) shall provide
documentation that includes a licensed engineer’s estimate of the average annual natural gas combustion CO2e
emissions that have been deemed to be essential to
operations due to infeasibility of electrification for certain components of the project for City review and approval. The documentation shall include criteria for the determination of infeasibility, including a demonstration of how project components will be designed to allow for future transition from fossil fuel combustion, such as pre-wiring for conversion to electric energy and ensuring ample accommodation for battery back-up or hydrogen storage. The documentation
shall also include verification of purchase and retirement of credits to offset the natural gas combustion GHG emissions to net zero for each year of operations for the duration of the project’s natural gas use, using verified carbon offset credits.

The carbon offset credits shall be from a registry approved by CARB, and be quantified and verified using protocols that are consistent with the criteria identified in the California Code of Regulations, title 17, section 95972 – namely that they be real; permanent; quantifiable; verifiable; additional as defined by Health and Safety Code section 38562, subdivisions(d)(1) and (d)(2) and California Code of Regulations, title 17, section 95802, subdivision (a); and enforceable. In addition, any offsets originating outside California must have GHG emissions programs equivalent to, or more stringent than, California's cap and trade program. Within 120 days of City approval of the documented emissions estimates, the project proponent(s) shall provide evidence to the City that carbon offset credits have been purchased and retired for the
purpose of offsetting the City-approved emissions estimates for the 40-year life of the project.

Provide estimate from a licensed engineer that average
annual natural gas combustion emissions were
essential to operations. Provide documentation for the
purchase of credits to offset natural gas combustion
GHG emissions to net zero for each year of operation.

PUD, CNU Project proponent Prior to the commencement of the project operations.

City of Sacramento Community
Development Department

5 For the purposes of this Draft EIR, “EV ready” shall mean installation of parking spaces as defined by CALGreen Section 5.106.5.3.2, plus the installation of an electrical junction box or charging outlet at charging site.

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-22 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

4.6-2c
As an alternative to implementation of Mitigation Measures

4.6-2a and/or 4.6-2b, if an occupancy permit application for a project within the Innovation Park PUD area is submitted subsequent to the adoption of a City of Sacramento Climate Action Plan (CAP), which meets the requirements of CEQA Section 15183.5 (b), for tiering and streamlining the analysis of GHG emissions (i.e., CEQA-qualified GHG reduction
plan), that project shall be designed, constructed, and operated in compliance with the CAP. The City shall
document such compliance in written findings prior to the issuance of the building permit. To substantiate that the project construction complies with the requirements of the CAP, the proponent(s) shall provide the City with an analysis prepared by a qualified expert that identifies the requirements specified in the CAP that apply to construction of the project and, if those requirements are not otherwise binding and enforceable, the proponent(s) shall commit to incorporating those requirements as part of the project. Documentation of incorporation of requirements shall be submitted to the City and approved by the City prior to the commencement of
operations.

Incorporate requirements under the City of Sacramento
Climate Action Plan into construction plans for the
project with assistance from a qualified expert as
outlined in Mitigation Measure 4.6-2c.

PUD, CNU Project proponent During project design if the City of Sacramento Climate
Action Plan has been adopted
City of Sacramento Community
Development Department

4.6-4: Implementation of the
proposed project could conflict with
an applicable plan, policy, or
regulation adopted for the purpose of
reducing the emissions of
greenhouse gas emissions.

4.6-4
Implement Mitigation Measures 4.6-1a through 4.6-1c and Mitigation Measures 4.6-2a through 4.6-2c.

See Mitigation Measures 4.6-1a through 4.6-1c and
Mitigation Measures 4.6-2a through 4.6-2c.

See Mitigation Measures 4.6-1a
through 4.6-1c and Mitigation
Measures 4.6-2a through 4.6-2c.

See Mitigation Measures

4.6-1a through 4.6-1c and
Mitigation Measures 4.6-2a
through 4.6-2c.

See Mitigation Measures

4.6-1a through 4.6-1c and
Mitigation Measures 4.6-2a
through 4.6-2c.

See Mitigation Measures

4.6-1a through 4.6-1c and
Mitigation Measures 4.6-2a
through 4.6-2c.

4.7 Hazards and Hazardous Materials

4.7-1: The proposed project would
not create a significant hazard to the
public or the environment through the
routine transport, use, disposal, or
accidental release of hazardous
materials.

4.7-1(a)
Before the start of ground-disturbing activities, including grading, trenching, or excavation, the project proponent shall conduct a Phase I Environmental Site Assessment in
accordance with American Society of Testing and Materials (ASTM) Standard Practice for Environmental Site
Assessments: Phase I Environmental Site Assessment
Process (ASTM E1527), 40 Code of Federal Regulations
(CFR) Section 312.1, Purpose, Applicability, Scope and
Disclosure Obligations. The purpose of the Phase I
assessment is to identify Recognized Environmental
Conditions (RECs), as defined in the ASTM standard. The Phase I assessment shall include the following:
 A review of governmental records to check for hazardous materials spills, releases, or violations that could affect the use of the property.
 A site inspection to visually check for RECs
 An interview of key personnel with knowledge of the
historical and current uses of the property
 A report documenting the findings, identifying any data gasps that affect the identification of RECs, and
recommendations for further actions, as needed
(e.g., sampling of onsite soil)
Conduct a Phase I Environmental Site Assessment as
described in Mitigation Measure 4.7-1(a).

PUD, CNU Project proponent Prior to the start of grounddisturbing activities.City of Sacramento Community Development Department

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-23 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

4.7-1(b)
Before the start of ground-disturbing activities, including grading, trenching, or excavation, the project proponent shall require that the construction contractor(s) retain a qualified professional to prepare a site-specific health and safety plan (HASP) in accordance with regulations of the U.S.

Occupational Safety and Health Administration (OSHA)
(Code of Federal Regulations [CFR] Title 29,
Section 1910.120 [29 CFR 1910.120]) and the California
Occupational Safety and Health Administration (Cal/OSHA) (8 CCR Section 5192).

The HASP shall be implemented by the construction
contractor to protect construction workers, the public, and the environment during all ground-disturbing activities. HASPs shall be submitted to the Sacramento County Environmental Management Department (SCEMD) for review and approval,
and any other applicable oversight regulatory agency for review before the start of construction activities and as a condition of the grading and/or construction permit(s). The HASP shall include, but not be limited to, the following elements:
 Designation of a trained, experienced site safety and health supervisor who has the responsibility and
authority to implement the site HASP.
 A summary of all potential risks to demolition and
construction workers and maximum exposure limits for
all known and reasonably foreseeable site chemicals.

These would include the OSHA and Cal/OSHA
Permissible Exposure Limits, available at Permissible
Exposure Limits—Annotated Tables
(https://www.osha.gov/annotated-pels).
 Specified personal protective equipment and
decontamination procedures according to OSHA
standards, if needed.
 The requirement to prepare documentation showing that HASP measures have been implemented during
construction (e.g., tailgate safety meeting notes with a signup sheet for attendees).
 A requirement specifying that any site worker who
identifies hazardous materials has the authority to stop work and notify the site’s safety and health supervisor.  Emergency procedures, including the route to the
nearest hospital.
 Procedures to follow if evidence of potential soil
contamination is encountered (such as soil staining,
noxious odors, debris, or buried storage containers).

These procedures shall be followed in accordance with
hazardous waste operations regulations and specifically include, but not be limited to, immediately stopping work in the vicinity of the unknown hazardous materials
release; notifying SCEMD; and retaining a qualified
environmental firm to perform sampling and remediation.

The remediation (i.e., cleanup) would be to existing
regulatory action levels (e.g., ESLs and RSLs; see
Section 4.7.1 Environmental Setting, Hazardous
Materials for summary of regulatory action levels)
acceptable to the overseeing regulatory agency (DTSC,
RWQCB, or SCEMD depending on which agency has
jurisdiction).

Retain a qualified professional to prepare a site-specific health and safety plan that includes the elements
described in Mitigation Measure 4.7-1(b). The Health
and Safety Plan will be implemented by the construction contractor during all ground disturbing activities.

PUD, CNU Project proponent Prior to the start of grounddisturbing activities.City of Sacramento Community Development Department, US
Occupational Safety and
Health Administration (OSHA)

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-24 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

4.7-1(c)
In support of the health and safety plan described in
Mitigation Measure 4.7-1(b), the project proponent for the specific work proposed shall develop and require that its contractor(s) develop and implement a site management plan (SMP) for the management of soil and groundwater before any ground-disturbing activity. The SMP may be prepared for the entire project area, for groups of parcels, or for individual parcels. In any case, all such parcels shall be covered by such a plan. Each SMP shall include the following, at a minimum:
 Site description, including the hazardous materials that may be encountered.
 Roles and responsibilities of on-site workers,
supervisors, and the regulatory agency.
 Training for site workers focused on the recognition of and response to encountering hazardous materials (see
Section 4.7.1 Environmental Setting, Hazardous
Materials for summary of regulatory action levels).
 Protocols for the testing, handling, removal, transport, and disposal of all excavated soil and dewatering effluent in a safe, appropriate, and lawful manner.
 Reporting requirement to SCEMD, documenting that site activities were conducted in accordance with the SMP.

Develop and require contractor(s) to implement a site
management plan for the management of soil and
groundwater which includes the details described in
Mitigation Measure 4.7-1(c).

PUD, CNU Project proponent Prior to any ground-disturbing activity.

City of Sacramento Community
Development Department
SMPs for parcels with soil or groundwater containing
chemicals above environmental screening levels for the
proposed land use shall be submitted to the regulatory
agency with jurisdiction (i.e., California Department of Toxic Substances Control, Central Valley Regional Water Quality Control Board, or SCEMD) for review as a condition of the grading and/or construction permit(s). The contract
specifications shall mandate full compliance with all
applicable federal, state, and local regulations related to the identification, transportation, and disposal of hazardous materials. Regulatory environmental screening levels include the ESLs and RSLs
Submit soil or groundwater containing chemicals above
environmental screening levels to the appropriate
regulatory agency for review.

PUD, CNU Project proponent Prior to any ground-disturbing activity.

City of Sacramento Community
Development Department.

CDTSC, CVRWQCB and
SCEMD
For work that would encounter groundwater, contractors shall include a groundwater dewatering control and disposal plan in the SMP, specifying how groundwater (dewatering
effluent) will be handled and disposed of in a safe,
appropriate, and lawful manner, should any be encountered.

The groundwater portion of the SMPs shall include the
following information, at a minimum:
 The locations at which groundwater dewatering is likely to be required.
 Testing methods to analyze groundwater for hazardous
materials.
 Appropriate treatment and/or disposal methods.
 A discussion of discharge to a publicly owned treatment works or the stormwater system, in accordance with any
regulatory requirements the treatment works may have, if this effluent disposal option is to be used.

Include a groundwater dewatering control and disposal
plan for safe, appropriate handling of groundwater as
described in Mitigation Measure 4.7-1(c).

PUD, CNU Project proponent Prior to any ground-disturbing activity.

City of Sacramento Community
Development Department

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-25 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

4.7-4: The proposed project could
impair implementation of or
physically interfere with an adopted
emergency response plan or
emergency evacuation plan.

4.10-5
See Section 4.10, Transportation and Circulation, Impact

4.10-5, for the text of this Mitigation Measure. This measure, which would be required as a condition of permitting, would manage the movement of vehicles. The construction traffic plan would include measures to ensure that traffic, including emergency vehicles, would be able to reach the residential and commercial properties that surround the project area.

Include a construction traffic plan as described in
Section 4.10, Transportation and Circulation, Impact

4.10-5.

PUD, CNU Project proponent Prior to construction. City of Sacramento Community Development Department

4.7-5: The proposed project, in
combination with other cumulative
development, would not create a
significant hazard to the public or the
environment through the routine
transport, use, disposal, or accidental
release of hazardous materials.

4.7-5
Implement Mitigation Measures 4.7-1(a) through 4.7-1(c).

See Mitigation Measures 4.7-1(a) through 4.7-1(c). See Mitigation Measures 4.7-1(a) through 4.7-1(c).

See Mitigation Measures

4.7-1(a) through 4.7-1(c).

See Mitigation Measures

4.7-1(a) through 4.7-1(c).

See Mitigation Measures

4.7-1(a) through 4.7-1(c).

4.7-8: The proposed project, could, in
combination with other cumulative
development, impair implementation
of or physically interfere with an
adopted emergency response plan or
emergency evacuation plan.

4.7-8
Implement Mitigation Measure 4.10-5 (under impact 4.7-4).

See Mitigation Measure 4.10-5 (under impact 4.7-4). See Mitigation Measure 4.10-5 (under impact 4.7-4).

See Mitigation Measure 4.10-5
(under impact 4.7-4).

See Mitigation Measure 4.10-5
(under impact 4.7-4).

See Mitigation Measure 4.10-5
(under impact 4.7-4).

4.8 Noise and Vibration

4.8-1: Construction activities for the
proposed project would result in
substantial temporary or periodic
increases in ambient noise levels in
the area.

4.8-1(a)
Proponents for individual projects proposed under the
Innovation Park PUD shall require construction and
demolition contractors to prepare and implement a
construction noise reduction plan, to be included in all grading, demolition, and construction plans, that implements the following construction noise reduction measures during demolition, grading, and construction activities. These plans shall be submitted to the City of Sacramento Community
Development Department to be included either as Conditions of Approval (COA) or in a Mitigation Monitoring and
Reporting Program (MMRP):

Implement a construction noise reduction plan that
includes the details described under Mitigation Measure

4.8-1(a).

PUD, CNU Project proponent Prior to issuance of demolition or grading permit.

City of Sacramento Community
Development Department

1. Consistent with Section 8.68.080 of the City of
Sacramento Noise Control Ordinance, demolition and
construction activities shall occur only between 7:00 a.m. and 6:00 p.m. Monday through Saturday and between
9:00 a.m. and 6:00 p.m. on Sundays.

2. Any demolition or construction activity proposed to occur outside of the designated hours listed above shall be
evaluated on a case-by-case basis and shall only be
allowed with the prior written authorization of the City’s Building Services Division. Such activities shall not
exceed a period of three days.

Construction activities shall only occur during the hours specified or be evaluated on a case-by-case approval
basis.

PUD, CNU Project proponent Prior to issuance of demolition or grading permit
City of Sacramento Community
Development Department

3. All equipment and trucks used for demolition and
construction shall be equipped with the best available
noise control techniques (e.g., improved mufflers,
redesigned equipment, intake silencers, ducts, engine
enclosures, and acoustically attenuating shields or
shrouds).

Implement best available noise control techniques for all equipment and trucks.

PUD, CNU Project proponent Prior to issuance of demolition or grading permit.

City of Sacramento Community
Development Department

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-26 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

4. Impact tools (e.g., jackhammers, pavement breakers,
and rock drills) used for demolition and construction shall be hydraulically or electrically powered wherever
possible to avoid noise associated with compressed air
exhaust from pneumatically powered tools. Where the
use of pneumatic tools is unavoidable, an exhaust
muffler on the compressed air exhaust shall be used;
this muffler can lower noise levels from the exhaust by up to about 10 dBA. External jackets on the tools
themselves shall be used where feasible; this could
achieve a reduction of 5 dBA.

5. Stationary noise sources shall be located as far from adjacent receptors as possible and shall be muffled and enclosed within temporary sheds, incorporate insulation barriers, or include other measures.

Stationary noise sources should be located as far away
from receptors.

PUD, CNU Project proponent Prior to issuance of demolition or grading permit.

City of Sacramento Community
Development Department

6. Temporary noise barriers or shielding shall be erected for construction work involving heavy-duty construction equipment if the other noise reduction methods are not
effective or possible and if occurring within 300 feet of receptors for an extended period of time (more than two weeks).

Implement temporary noise barriers to shield
construction sites from sensitive uses.

PUD, CNU Project proponent Prior to issuance of demolition or grading permit.

City of Sacramento Community
Development Department

7. Advance notice shall 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. Notice will include the approximate start date and duration of
construction activities.

Provide advance notice to all noise sensitive receptors within 300 feet of demolition.

PUD, CNU Project proponent At least 14 days prior to
beginning of construction
activity.

City of Sacramento Community
Development Department

8. Noise-reducing pile installation techniques shall be employed during construction for projects requiring
installation of piles. These techniques shall include:
 Installing cast-in-place concrete piles. Noise from
auger drilling is 17 dBA less than noise from an
impact pile driver.
 Vibrating piles into place and installing shrouds
around the pile-driving hammer where feasible.
 Installing intake and exhaust mufflers on pile-driving equipment.
 Implementing “quiet” pile-driving technology (such as pre-drilling piles and using more than one pile driver
to shorten the total duration of pile driving).
 Using cushion blocks to dampen impact noise.

Cushion blocks are blocks of material that are used
with impact hammer pile drivers. They consist of
blocks of material placed atop a piling during
installation to minimize noise generated when driving
the pile. Materials typically used for cushion blocks
include wood, nylon, and micarta (a composite
material).

Implement noise reduction pile installation techniques
during installation of piles.

PUD, CNU Project proponent Prior to issuance of demolition or grading permit.

City of Sacramento Community
Development Department

4.8-1(b)
If implosion is chosen as the method for demolishing the Sleep Train Arena building, the construction noise reduction plan discussed in Mitigation Measure 4.8-1(a) shall include measures to reduce noise impacts from implosion on
receptors in the vicinity. Measures shall include but not be limited to the following:

Implement protocol outlined in mitigation Measure 4.8-
1(b) if implosion is chosen.

PUD, CNU Project proponent Prior to issuance of demolition or grading permit if implosion is
chosen for demolition of the
Sleep Train Arena building.

City of Sacramento Community
Development Department

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-27 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

1. A detailed project-specific study shall be conducted that assesses the impacts of imploding the arena, including
safety, air quality, noise, vibration, and seismic impacts, based on the size of the arena and the amount of
explosives used. An independent third-party engineering consultant that specializes in seismic monitoring shall measure ground vibration levels on the day of the event to verify that the implosion goes as planned.

Conduct a detailed project-specific study, including
monitoring by an independent third-party engineering
consultant.

PUD, CNU Project proponent Prior to issuance of demolition or grading permit if implosion is
chosen for demolition of the
Sleep Train Arena building.

City of Sacramento Community
Development Department

2. An adequate exclusion zone around the arena, as
determined by the project-specific feasibility study
mentioned above, shall be demarked and maintained for
as long as safety requirements warrant before and after the implosion.

Implement an exclusion zone around the area in
accordance with the project-specific study.

PUD, CNU Project proponent Prior to issuance of demolition or grading permit if implosion is
chosen for demolition of the
Sleep Train Arena building.

City of Sacramento Community
Development Department

3. All land uses within the exclusion zone shall be notified by mail 30 days in advance of the planned implosion,
with reminders sent out a week before. Notifications
shall include the date and time of the planned implosion, the extent of the exclusion zone, information on street closures, and the amount of time the exclusion zone and street closures will be maintained. Occupants of land
uses within the exclusion zone shall be advised to stay indoors with windows and doors closed for the duration
of the implosion.

4. The same information shall also be posted as signs
around the project area boundary, along with the name
and telephone number of a complaint coordinator to
contact with questions and complaints.

Provide notification to land uses within the exclusion
zone and provide information around the project area
boundary.

PUD, CNU Project proponent 30 days prior to planned
implosion, with reminders sent
out a week before.

City of Sacramento Community
Development Department

5. Transportation and temporary relocation to a to-bedetermined site shall be provided to sensitive receptors located within 0.25 miles of the arena building. Sensitive receptors will be returned to their original locations
following completion of the planned implosion.

Provide transportation and temporary relocation to
sensitive receptors within 0.25 miles.

PUD, CNU Project proponent Prior to issuance of demolition or grading permit if implosion is
chosen for demolition of the
Sleep Train Arena building.

City of Sacramento Community
Development Department

4.8-2: Construction activities for the
proposed project could expose
persons to or generate excessive
groundborne noise or groundborne
vibration levels.

4.8-2
Before any extreme vibration-generating construction
activities (e.g., impact pile driving, vibratory pile driving, and other activities generating vibration greater than 90 VdB), CNU and future developers under the PUD shall submit a
construction vibration management plan prepared by a
qualified acoustical consultant for City review and approval by the City of Sacramento Community Development
Department that contains a set of site-specific attenuation measures or engineering alternatives to reduce construction impacts associated with extreme vibration generating
activities to 80 vdB or less at the nearest residences or sensitive receptors. CNU shall require its construction contractor(s) to implement the approved plan during
construction. Potential measures include, but are not limited to, the following:

1. Implementing “alternative” pile installation technology that also reduces vibration (such as pre-drilling of piles), where feasible, in consideration of geotechnical and
structural requirements and conditions.
2 Installing cast-in-place concrete piles.

3. Vibrating piles into place where feasible.

Implement a construction vibration management plan
prepared by a qualified acoustical consultant for the City to review and approve. Incorporate the potential
measures outlined in Mitigation Measure 4.8-2.

PUD, CNU Project proponent Prior to any extreme vibration generating activities.

City of Sacramento Community
Development Department

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-28 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

4. Notifying property owners and occupants located within 300 feet of the construction activities at least 14 calendar days before the start of extreme noise- and vibrationgenerating activities. Before providing the notice, CNU shall submit to the City of Sacramento Community
Development Department for review and approval a list
of the proposed type and duration of extreme noise- and vibration-generating activities and the proposed public notice. The public notice shall provide the estimated start and end dates of the extreme noise- and vibrationgenerating activities and describe the attenuation measures to be implemented.

Provide notice to property owners and occupants within
300 feet of the construction.

PUD, CNU Project proponent At least 14 days prior to the start of extreme noise and
vibration generating activities.

City of Sacramento Community
Development Department
Implement Mitigation Measure 4.8-1(b) See Mitigation Measure 4.8-1(b) See Mitigation Measure 4.8-1(b) See Mitigation Measure

4.8-1(b)
See Mitigation Measure

4.8-1(b).

See Mitigation Measure

4.8-1(b)

4.8-3: The increase in traffic
associated with development allowed
under the proposed project would
increase roadside noise levels in the
area.

4.8-3
Individual projects proposed under the proposed Innovation Park PUD and the proposed student housing of the CNU
shall undergo further review as they are proposed for
development. As stated in Section 2.4.3, the proposed
Innovation Park PUD requires a site plan and design review process that would ensure that future development projects are consistent with the goals, policies, objectives, and other provisions of the Innovation Park PUD if future traffic noise levels at noise-sensitive land uses along roadway segments would be significantly affected by project traffic, one or more of the following measures shall be considered to maintain an exterior performance standard of 65 dBA for outdoor
gathering spaces of multi-family uses:

Implement a site plan and design review process that
incorporates noise-sensitive land uses being
significantly affected by project traffic as described in Mitigation Measure 4.8-3.

PUD, CNU Project proponent During site plan and design
process.

City of Sacramento Community
Development Department

1. Construct noise barriers (walls and/or berms) to reduce traffic noise levels at noise-sensitive land uses that are found to be significantly affected by traffic noise.

2. For dwelling units that would be exposed to traffic noise levels exceeding 65 dBA Ldn, prohibit outdoor living
areas such as balconies or decks on the side of the
buildings exposed to high traffic noise. Alternatively, noise mitigation measures, such as barrier walls with a minimum height of 5 feet with adequate materials (wood, Plexiglas) with no holes or gaps, along the perimeter of the outdoor living areas can provide necessary noise
reductions.

3. For proposed dwelling units that would be exposed to traffic noise levels exceeding 69 dBA CNEL, require
building façade upgrades for windows associated with
bedrooms and living/family rooms on the side of the
buildings exposed to high traffic noise. Examples of such upgrades include using windows with Sound
Transmission Class (STC) ratings higher than standard
building practice (up to STC-28).

4. Install traffic calming measures along affected lowvolume roadways to reduce future traffic speeds.

Implement noise barriers to shield noise-sensitive land uses, including use of adequate materials and upgrades
where required as well as installation of traffic calming measures.

PUD, CNU Project proponent During site plan and design
process.

City of Sacramento Community
Development Department

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-29 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

4.8-4: Stationary sources and
operational activities associated with
development allowed under the
proposed project would result in
substantial permanent increases in
ambient noise levels in the area.

4.8-4
For development of new commercial or mixed-use buildings within the Innovation Park PUD area, proponents of
individual projects allowed under the proposed project shall demonstrate that noise levels from HVAC units, generators, and/or loading docks would not exceed the stationary noise standards established in the Sacramento City Code: 60 dBA Ldn at property line of single-family residential uses or 65 dBA at the property line of multi-family residential uses. To demonstrate that a proposed development will meet the
City’s stationary noise standards, the developer must
implement the following measures:

Demonstrate that the proposed project will not exceed
the City’s stationary noise standards by implementing
the protocol outlined in Mitigation Measure 4.8-4.

PUD, CNU Project proponent Prior to issuance of permits. City of Sacramento Community Development Department

1. The proposed land uses shall be designed so that onsite mechanical equipment (e.g., HVAC units, compressors, generators) and area-source operations
(e.g., loading docks, parking lots, and recreational-use areas) are located as far as possible, enclosed, or
shielded from nearby noise-sensitive land uses to meet
City noise standards.

2. Noise-generating stationary equipment associated with proposed commercial and/or office uses, including
portable generators, compressors, and compactors,
shall be enclosed or acoustically shielded to reduce
noise-related impacts on noise-sensitive residential
uses. Acoustical enclosures around stationary
equipment offer typical noise reductions of 20–35 dBA.6 Stage and shield on-site mechanical equipment away
from noise-sensitive land uses.

PUD, CNU Project proponent Prior to issuance of permits. City of Sacramento Community Development Department

3. Before a building permit is issued for any individual project allowed under the Innovation Park PUD, the
proponent for the project shall submit engineering and
acoustical specifications for the project’s mechanical
HVAC equipment and the proposed locations of on-site
loading docks to the City’s Planning Division. The
proponent shall retain a qualified acoustical engineer to demonstrate that the design of HVAC equipment and
loading dock design (types, location, enclosure,
specification) will ensure that noise from the equipment is consistent with the restrictions of Section 8.68.060 of the Sacramento City Code.

Submit engineering and acoustical specifications for the project’s mechanical HVAC equipment and the
proposed on-site loading dock locations. Retain a
qualified acoustical engineer.

PUD, CNU Project proponent Prior to issuance of permits. City of Sacramento Community Development Department

4. Truck deliveries in commercial uses shall be limited to 7:00 a.m. to 10:00 p.m. unless site-specific analysis
identifies no impacts on sensitive receptors.

Truck deliveries in commercial uses shall only occur
during specified hours unless otherwise indicated by
site-specific analysis.

PUD, CNU Project proponent Occurring on an ongoing basis. City of Sacramento Community Development Department

5. Commercial loading docks located within 300 feet of
existing or proposed residences shall be positioned in
areas shielded from view of adjacent noise-sensitive
uses by intervening commercial buildings.

6. Solid noise barriers shall be constructed at the boundary of the commercial uses with loading docks of sufficient height to intercept line of sight between heavy trucks and the affected area of the noise-sensitive uses.

Shield loading docks from noise-sensitive uses. PUD, CNU Project proponent Prior to issuance of permits. City of Sacramento Community Development Department

7. Signs shall be posted limiting the idling of delivery trucks to 10 minutes or less.

Limit idling time of trucks. PUD, CNU Project proponent Prior to issuance of permits. City of Sacramento Community Development Department

6 Kinetics Noise Control. 2021. Noiseblock Acoustical Enclosures. Available: https://kineticsnoise.com/noiseblock/acoustic_enclosures.html. Accessed August 13, 2021.

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-30 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

4.8-7: Construction activities for the
proposed project, in combination with
the construction of other cumulative
development, could cause a
substantial temporary or periodic
increase in ambient noise levels in
the area.

4.8-7
Implement Mitigation Measure 4.8-1(a).

See Mitigation Measure 4.8-1(a). See Mitigation Measure 4.8-1(a). See Mitigation Measure

4.8-1(a).

See Mitigation Measure

4.8-1(a).

See Mitigation Measure

4.8-1(a).

4.8-8: Construction activities for the
proposed project, in combination with
the construction of other cumulative
development, could expose persons
to or generate excessive
groundborne noise or groundborne
vibration levels.

4.8-8
Implement Mitigation Measures 4.8-1(b) and 4.8-2.

See Mitigation Measures 4.8-1(b) and 4.8-2. See Mitigation Measures 4.8-1(b) and 4.8-2.

See Mitigation Measures

4.8-1(b) and 4.8-2.

See Mitigation Measures

4.8-1(b) and 4.8-2.

See Mitigation Measures

4.8-1(b) and 4.8-2.

4.8-9: Traffic associated with the
proposed project, in combination with
traffic from other cumulative
development, would increase
roadside noise levels in the area.

4.8-9
Implement Mitigation Measure 4.8-3.

See Mitigation Measure 4.8-3. See Mitigation Measure 4.8-3. See Mitigation Measure 4.8-3. See Mitigation Measure 4.8-3. See Mitigation Measure 4.8-3.

4.8-10: Stationary sources and
operational activities associated with
the proposed project, in combination
with operational noise from other
cumulative development, could result
in substantial permanent increases in
cumulative noise levels in the area.

4.8-10
Implement Mitigation Measure 4.8-4.

See Mitigation Measure 4.8-4. See Mitigation Measure 4.8-4. See Mitigation Measure 4.8-4. See Mitigation Measure 4.8-4. See Mitigation Measure 4.8-4.

4.9 Public Services

4.9-7: Implementation of the
proposed project could cause or
accelerate the physical deterioration
of existing parks or recreational
facilities or create a need for
construction or expansion of
recreational facilities beyond what
was anticipated in the General Plan.

4.9-7
The proposed project shall comply with the City of
Sacramento’s Quimby Act and Park Impact Fee ordinances.

Incorporate the Quimby Act and Park Impact Fee
ordinances
PUD Project proponent Based on the City of
Sacramento’s Quimby Act and
Park Impact Fee ordinances
City of Sacramento Community
Development Department

4.9-8: Implementation of the
proposed project, in conjunction with
other development, could result in
the provision of or need for increased
demand for parks and recreational
resources and facilities.

4.9-8
Implement Mitigation Measure 4.9-7.

See Mitigation Measure 4.9-7. See Mitigation Measure 4.9-7. See Mitigation Measure 4.9-7. See Mitigation Measure 4.9-7. See Mitigation Measure 4.9-7.

4.10 Transportation

4.10-3: Implementation of the
proposed project could adversely
affect public transit operations and
could fail to adequately provide
access to transit.

4.10-3
The proponents for individual projects proposed under the Innovation Park PUD shall coordinate with SacRT (or other transit operators) to plan, fund, and implement transit facilities that would support access to transit services provided by SacRT, or other transit agencies, which facilities may include, but are not limited to, right of way for transit stops, bus stops/shelters, pedestrian and bicycle network connections to transit stop locations. Transit facilities shall be phased with the development of the project.

Implement measures to provide transit access by
coordinating with SacRT.

PUD, CNU Project proponent During development of the
project.

City of Sacramento Community
Development Department,
Sacramento Regional Transit
District (SacRT)

4. Mitigation Monitoring Plan
PUD = Planned Unit Development; CNU = California Northstate University Innovation Park Planned Unit Development 4-31 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
TABLE 4-1

INNOVATION PARK PLANNED UNIT DEVELOPMENT MITIGATION MONITORING PLAN Impact Mitigation Measure Action(s) Component Implementing Party Timing Monitoring Party

4.10-5: Implementation of the
proposed project could cause
inconveniences to motorists as a
result of prolonged road closures and
could result in an increased
frequency of potential conflicts
between vehicles, pedestrians, and
bicyclists due to construction-related
traffic impacts.

4.10-5
Before the beginning of construction, the proponents for individual projects proposed under the Innovation Park PUD shall prepare a construction traffic plan that complies with Sacramento City Codes § 12.20.020, § 12.20.030, and is
prepared to the satisfaction of the city traffic engineer with the City’s Department of Public Works and subject to review by all affected agencies as identified by the City. The plan shall ensure that acceptable operating conditions on
roadways, bicycle and pedestrian facilities, and transit facilities are maintained. At a minimum, the plan shall include the following elements:
 Description of trucks: Number and size of trucks per day, expected arrival/departure times, and truck circulation patterns which do not substantially conflict with
Sacramento General Plan, Mobility Element Policies M

7.1.5 and M 7.1.6.
 Description of staging area: Location, maximum number of trucks simultaneously permitted in the staging area, use of traffic control personnel, and specific signage.  Description of street closures and/or bicycle and
pedestrian facility closures: Duration, advance warning and posted signage, safe and efficient access routes for emergency vehicles, and use of manual traffic control,
subject to approval by the city traffic engineer per
Sacramento City Code § 10.09.090.
 Description of access plan: Provisions for safe vehicular, pedestrian, and bicycle travel; minimum distance from
any open trench; special signage; and private vehicle
accesses.
 Provisions for parking for construction workers.

Prepare a construction traffic plan that incorporates the elements outlined in Mitigation Measure 4.10-5 to
ensure acceptable operating conditions. Approval by
the city traffic engineer.

PUD, CNU Project proponent Prior to the beginning of
construction.

City of Sacramento Community
Development Department, City
Department of Public Works

4.10-8: Implementation of the
proposed project and cumulative
development could adversely affect
public transit operations and could
fail to adequately provide access to
transit.

4.10-8
Implement Mitigation Measure 4.10-3.

See Mitigation Measure 4.10-3. See Mitigation Measure 4.10-3. See Mitigation Measure 4.10-3. See Mitigation Measure 4.10-3. See Mitigation Measure 4.10-3.

4.10-10: Implementation of the
proposed project along with
cumulative development could cause
inconveniences to motorists as a
result of prolonged road closures and
could result in an increased
frequency of potential conflicts
between vehicles, pedestrians, and
bicyclists due to construction-related
traffic impacts.

4.10-10
Implement Mitigation Measure 4.10-5.

See Mitigation Measure 4.10-5. See Mitigation Measure 4.10-5. See Mitigation Measure 4.10-5. See Mitigation Measure 4.10-5. See Mitigation Measure 4.10-5.

4. Mitigation Monitoring Plan
Innovation Park Planned Unit Development 4-32 ESA / D201500613 City of Sacramento February 2022
Final Environmental Impact Report
This page intentionally left blank

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: ______________________ Exhibit A

~ 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

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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.

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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.

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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.

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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)
35 Page 199 of 516

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)
36 Page 200 of 516

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)
37 Page 201 of 516

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)
38 Page 202 of 516

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. 39 Page 203 of 516
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 40 Page 204 of 516
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. 41 Page 205 of 516
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
42 Page 206 of 516

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. 43 Page 207 of 516
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:
44 Page 208 of 516

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 45 Page 209 of 516
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
46 Page 210 of 516

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.

47 Page 211 of 516
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;
48 Page 212 of 516

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”.
49 Page 213 of 516
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
50 Page 214 of 516

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
51 Page 215 of 516
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
52

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
53

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
54 Page 218 of 516

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 55 Page 219 of 516

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 56 Page 220 of 516

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 57 Page 221 of 516

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.
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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 59 Page 223 of 516

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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.
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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. 61 Page 225 of 516

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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.
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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.
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EXHIBIT C-1

MIXED INCOME HOUSING STRATEGY
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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. 65 Page 229 of 516

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. 66 Page 230 of 516
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 67 Page 231 of 516
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.
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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. 69 Page 233 of 516
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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 71 Page 235 of 516

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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.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

By: ______________________________
“ASSIGNEE”
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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. 158 Page 320 of 516
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 159 Page 321 of 516
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.
160 Page 322 of 516
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)
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EXHIBIT H

MAP AND CATEGORICAL LISTING

OF LAND AND INFRASTRUCTURE

SEE ATTACHED
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EXHIBIT H-1