Item 01 2025-01158 Definitive Documents for Implementation of Sacramento Republic FC Preliminary Term Sheet — Sacramento City Council, June 10, 2025 (part 2 of 2)

(c) Failure of Condition to Close of Escrow. In the event any of the conditions set forth in Sections 6(a) or 6(b) are not timely satisfied or (subject to any applicable limitation) waived by the -7-
appropriate benefited party, for a reason other than the default of City or Seller, this Agreement shall terminate, and the Deposit and all interest accrued thereon shall immediately be (i) in the event a condition set forth in Section 6(a) has not been timely satisfied or waived by City, returned to City by Escrow Holder or, (ii) otherwise, released to Seller and, except as otherwise provided herein, the parties shall have no further obligations hereunder, excepting the Surviving Obligations and any obligation of City which is intended to survive such termination and/or the Close of Escrow.

7. Deposits by Seller. Unless otherwise provided in this Section 7, at least one (1) business day prior to the Close of Escrow, Seller shall deposit with Escrow Holder the following documents:
(a) Grant Deed. The Grant Deed, duly executed by Seller, acknowledged and in recordable form.
(b) Third Amendment to the Master CC&Rs. The Third Amendment to the Master CC&Rs, duly executed by Seller, acknowledged and in recordable form. (c) FIRPTA Certificate. A certification, acceptable to Escrow Holder and duly executed by Seller under penalty of perjury setting forth Seller's address and federal tax identification number in accordance with and/or for the purpose of the provisions of Sections 7701 and 1445, as may be amended, of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder ("FIRPTA Certificate").
(d) California Franchise Tax Withholding. Evidence satisfactory to City and Escrow Holder that Seller is exempt from the withholding provisions of the California Revenue and Taxation Code, as amended, and that neither City nor Escrow Holder is required to withhold any amounts from the consideration paid by City pursuant to such provisions.

8. Deposits by City. Unless otherwise provided in this Section 8, at least one (1) business day prior to the Close of Escrow, City shall deposit with Escrow Holder the following documents:
(a) Required Materials. City shall deposit or cause to be deposited with Escrow Holder any other documents required by this Agreement to be executed and acknowledged, if applicable, by City. (b) Purchase Price. On or before the Close of Escrow, City shall deposit or cause to be deposited with Escrow Holder, the required funds which are to be applied towards the payment of the Purchase Price.

9. Issuance of Title Insurance. At the Close of Escrow, Escrow Holder's title insurer ("Title Company"), shall issue to City its standard form California Land Title Association ("CLTA") Owner's Policy of Title Insurance showing fee title to the Property vested in City subject only to the Approved Conditions of Title ("Title Policy"). The Title Policy shall be issued with liability in an amount equal to the Purchase Price. Seller shall pay for the expense of the Title Policy. If City elects to have Title Company issue its American Land Title Association ("ALTA") Owner's Policy of Title Insurance, City shall pay for the expense of such ALTA premium increment, required survey, and any endorsements thereto and such ALTA policy with any endorsements required by City (such determination of required endorsements shall be made by City prior to the end of the Contingency Period) shall constitute the Title Policy for purposes of this Agreement.

10. Costs and Expenses. Except as otherwise specified in this Agreement, Seller shall pay (A) one-half of escrow fees and costs; (B) the expense of the Title Policy, and (C) the documentary transfer tax charged by the County. City shall pay (i) one-half of escrow fees and costs; (ii) any other transfer tax -8-
charged by the City; and (iii) the expense of the ALTA if applicable. All other costs and expense of escrow and title shall be shared pursuant to the custom in the County. City and Seller shall each pay their respective legal and professional fees and fees of other consultants incurred with regard to the preparation of this Agreement.

11. Prorations. The following prorations shall be made between Seller and City as of 11:59 p.m. on the day of Close of Escrow unless otherwise specified below:
(a) Taxes. All non-delinquent real and personal property taxes and assessments (including the CFDs) on the Property shall be prorated on the basis that Seller is responsible for (i) all such taxes for the fiscal year of the applicable taxing authorities occurring prior to the Current Tax Period, and (ii) that portion of such taxes for the Current Tax Period determined on the basis of the number of days which have elapsed from the first day of the Current Tax Period to the Close of Escrow, inclusive, whether or not the same shall be payable prior to the Close of Escrow. The phrase "Current Tax Period" refers to the fiscal year of the applicable taxing authority in which the Close of Escrow occurs. In the event that as of the Close of Escrow the actual tax bills for the year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then the current year’s taxes shall be estimated to be one hundred two percent (102.00%) of the amount of the previous year's tax bill for the Property. All delinquent taxes and all assessments, if any, on the Property shall be paid at the Close of Escrow from funds accruing to Seller. Notwithstanding any exemption, waiver or other avoidance means available to the City, the Property shall remain subject to the CFDs and the fee owner(s) of the Property, including the City and its successors and assigns, shall be responsible for all required payments due under the CFDs.
(b) Other Expenses. All other expenses for the Property shall be prorated as of 11:59 p.m. on the day following to the Close of Escrow between the parties based upon the latest available information.
(c) Corrections. If any errors or omissions are made regarding adjustments and prorations as set forth herein, the parties shall make the appropriate corrections promptly upon discovery thereof. If any estimates are made at the Close of Escrow regarding adjustments or prorations, the party shall make the appropriate correction promptly when accurate information becomes available. Any corrected adjustment or proration shall be paid in cash to the party entitled thereto.

12. Post-Closing Enforcement of the 2015 Railyards Agreement. Seller, following the Close of Escrow, agrees to adhere to the following process regarding the pursued enforcement the 2015 Railyards Agreement on behalf of the City, which obligation shall survive the Close of Escrow and the expiration of the Survival Period for the period of time that the Property remains deannexed from the Master CC&Rs in accordance with the Third Amendment to the Master CC&Rs; provided, however, such obligation of Seller shall cease and be of no further force or effect if the 2015 Railyards Agreement earlier terminates. (a) Post-Closing Enforcement. As more particularly described in and defined in the 2015 Railyards Agreement, (a) UPRR has agreed to perform the “UPRR Order Recipient Obligations” for the direct benefit of Declarant (which is the Seller under this Agreement) in developing and selling portions of the Railyards (which includes the Property) and agreed that Seller has a direct right of enforcing the “UPRR Order Recipient Obligations” on its own behalf or on the behalf of “Order Recipients” (“Section

18.3 UPRR Obligations”), and (b) UPRR has agreed to perform the “UPRR Obligations” for the direct benefit of Seller in developing and selling portions of the Railyards and agreed that Seller has a direct right of enforcing the “UPRR Obligations” on its own behalf or on the behalf of “Subsequent Owners” (“Section

18.4 UPRR Obligations”). As more particularly described in, defined in, and subject to the 2015 Railyards Agreement, a Subsequent Owner (which would include the City following the Close of Escrow), which -9-
receives an “Order”, thereafter falls within the definition of “Order Recipients”. If the City, as an Order Recipient, reasonably concludes that UPRR has failed to comply with either the Section 18.3 UPRR Obligations or the Section 18.4 UPRR Obligations and such failure directly or indirectly adversely effects the City’s development, use or business operations on the Property, the City shall have the right to deliver a written notice to Seller, which includes a written summary of the alleged failure of UPRR and any available supporting materials or information applicable thereto (“UPRR Obligations Notice”). Within forty-five (45) days following Seller’s receipt of the UPRR Obligations Notice, the parties shall meet and evaluate the information provided in the UPRR Obligations Notice for the purpose of supplementing or adjusting such claims or materials with other available information that may not have been contained within the UPRR Obligation Notice. Such additional information may be provided DTSC or other applicable governmental agencies or obtained through meetings by the parties with such agencies, and each party agrees to participate in a reasonable number of meetings with such agencies requested by the other party during such 45-day period. The UPRR Obligations Notice, as so supplemented and adjusted, is referred to as the “Updated UPRR Obligations Notice,” and the described failure of UPRR is the “UPRR Failure.” (b) Pursuing Enforcement / Informal Negotiations – Mediation. Within thirty (30) days following the parties’ agreement upon the Updated UPRR Obligations Notice, if not resolved to the City’s satisfaction within such time period and except as provided in Section 12(c) below, Seller, at City’s cost, shall submit the UPRR Failure to the dispute resolution process with UPRR described in Section 19.1(a) and (c), if necessary, of the 2015 Railyards Agreement and shall use its commercially reasonable efforts to cause the UPRR Failure to be cured by UPRR through such process; provided, however, no representation or warranty is made by Seller regarding the outcome of such proceedings and the failure of Seller to prevail is such proceeding shall not be deemed a default of Seller. (c) Pursuing Enforcement / Judicial Action. If (a) the City determines that the UPRR Failure requires the seeking of a temporary restraining order or a preliminary injunction, or (b) Seller is unsuccessful in resolving the UPRR Failure to the reasonable satisfaction of the City through the dispute resolution process described in Section 12(b) above, the City shall have the right to require Seller, by delivery of written notice, to use its commercially reasonable efforts to pursue the enforcement of the UPRR Failure by institution of judicial action against UPRR in accordance with Section 19(d) of the 2015 Railyards Agreement using legal counsel approved by and/or selected by the City (“Enforcement Legal Counsel”); provided that, notwithstanding any other provision of this Agreement to the contrary and irrespective of the outcome of such action, all fees, expenses and associated costs of the Enforcement Legal Counsel and the institution, processing, participation and outcome of such judicial action shall be the responsibility of the City (which shall be funded monthly in accordance with a written budget that has been approved in advance by the City); provided further no representation or warranty is made by Seller regarding the outcome of such action and the failure of Seller to prevail in such action shall not be deemed a default of Seller under this Agreement.

13. State Land Use Covenant. As set forth in the Title Documents, the Property is subject to the Land Use Covenant and Agreement Environmental Restrictions (“State Land Use Covenant”) recorded in the Official Records of the County of Sacramento on September 30, 2015, Series No. 201509301634.

With regard to the State Land Use Covenant, the installation of a sub-building slab vapor mitigation system (“Vapor Barrier”) at City’s cost as part of the development of the Property that is approved by DTSC is required and City agrees to install or cause its successors and assigns to be installed the DTSC-approved Vapor Barrier in conjunction with the development of the Property, which obligation shall survive the Close of Escrow and the expiration of the Survival Period; provided that if DTSC waives such requirement, such obligation shall be modified to the scope of such DTSC waiver. Seller shall reasonably cooperate with City in gaining such approval of DTSC; provided, however, Seller makes no representation or warranty regarding the terms, conditions or outcome of such approval process (such vapor mitigation systems have been approved by DTSC for other developments within the Railyards). -10-

14. "As-Is" Sale; Release. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AND ANY DOCUMENTS DELIVERED BY SELLER TO CITY AT CLOSING, (1)

CITY ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND

SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES,

PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER

WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, (2) SELLER HAS

NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS

REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR

LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE

EXISTENCE IN, ON, UNDER OR ABOUT THE PROPERTY OF HAZARDOUS MATERIALS OR THE CURRENT OR FUTURE REGULATORY STATUS OF THE PROPERTY, (3) CITY IS RELYING

SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION

OR REPRESENTATION PROVIDED OR TO BE PROVIDED BY SELLER AND CITY FURTHER

ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED

WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND

THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF

SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION, AND (4) SELLER IS NOT LIABLE OR BOUND IN

ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR

INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF,

FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. CITY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE SET FORTH

IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT DELIVERED BY SELLER TO CITY AT

CLOSING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS", "WHERE IS" CONDITION AND BASIS "WITH ALL FAULTS." IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS

BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY CITY SUBJECT TO THE FOREGOING.

EXCEPT TO THE EXTENT OF ANY REPRESENTATION OR WARRANTY EXPRESSLY SET

FORTH IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT DELIVERED BY SELLER TO

CITY AT CLOSING, EFFECTIVE FROM AND AFTER CLOSING, CITY HERERBY WAIVES,

RELEASES, AQUITS, AND FOREVER DISCHARGES SELLER AND EACH OF ITS PARTNERS,

MEMBERS, TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES,

PROPERTY MANAGERS, ASSET MANAGERS, AGENTS, ATTORNEYS, AFFILIATES AND

RELATED ENTITIES, HEIRS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "RELEASEES") TO THE MAXIMUM EXTENT PERMITTED BY LAW, OF AND FROM ANY AND

ALL LIABILITIES, LOSSES, CLAIMS , DEMANDS, DAMAGES (OF ANY NATURE

WHATSOEVER), CAUSES OF ACTION, COSTS, PENALTIES, FINES, JUDGMENTS,

REASONABLE ATTORNEYS' FEES, CONSULTANTS' FEES AND COSTS AND EXPERTS' FEES (COLLECTIVELY, THE "CLAIMS"), WHETHER DIRECT OR INDIRECT, KNOWN OR

UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT OF OR IN ANY

WAY BE CONNECTED WITH THE PROPERTY INCLUDING, WITHOUT LIMITATION, THE

PHYSICAL, ENVIRONMENTAL AND STRUCTURAL CONDITION OF THE PROPERTY, OR ANY

LAW OR REGULATION APPLICABLE THERETO, INCLUDING, WITHOUT LIMITATION, ANY

CLAIM OR MATTER (REGARDLESS OF WHEN IT FIRST APPEARED) RELATING TO OR

ARISING FROM (A) THE PRESENCE OF ANY ENVIRONMENTAL PROBLEMS, OR THE USE,

PRESENCE, STORAGE, RELEASE, DISCHARGE, REMEDIATION, OR MIGRATION OF

HAZARDOUS MATERIALS ON, IN, UNDER OR AROUND THE PROPERTY REGARDLESS OF

WHEN SUCH HAZARDOUS MATERIALS WERE FIRST INTRODUCED IN, ON OR ABOUT THE -11-

PROPERTY, INCLUDING ANY RIGHT OF ACTION UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, 42 U.S.C. SECTIONS 9601 ET SEQ., AND OTHER SIMILAR FEDERAL, STATE, FOREIGN AND LOCAL LAWS (AS

SUCH LAWS MAY BE AMENDED, SUPPLEMENTED OR REPLACED FROM TIME TO TIME), (B)

ANY PATENT OR LATENT DEFECTS OR DEFICIENCIES WITH RESPECT TO THE PROPERTY, (C) ANY AND ALL MATTERS RELATED TO THE PROPERTY OR ANY PORTION THEREOF,

INCLUDING, WITHOUT LIMITATION, THE CONDITION AND/OR OPERATION OF THE

PROPERTY AND EACH PART THEREOF, (D) ANY AND ALL MATTERS RELATED TO THE

CURRENT OR FUTURE ZONING OR USE OF THE PROPERTY, AND (E) THE PRESENCE,

RELEASE AND/OR REMEDIATION OF ASBESTOS AND ASBESTOS CONTAINING MATERIALS

IN, ON OR ABOUT THE PROPERTY REGARDLESS OF WHEN SUCH ASBESTOS AND ASBESTOS CONTAINING MATERIALS WERE FIRST INTRODUCED IN, ON OR ABOUT THE PROPERTY.

TO THE GREATEST EXTENT PERMITTED BY LAW, CITY HEREBY AGREES, REPRESENTS

AND WARRANTS THAT CITY REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS

NOW KNOWN OR UNKNOWN TO IT MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO

CLAIMS WHICH ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND

CITY FURTHER AGREES, REPRESENTS AND WARRANTS THAT THE WAIVERS AND

RELEASES HEREIN HAVE BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF THAT

REALIZATION AND THAT CITY NEVERTHELESS HEREBY INTENDS TO RELEASE,

DISCHARGE AND ACQUIT SELLER AND THE RELEASEES FROM ANY SUCH UNKNOWN

CLAIMS WHICH RELEASE, DISCHARGE AND ACQUITTAL MIGHT IN ANY WAY BE

INCLUDED AS A MATERIAL PORTION OF THE CONSIDERATION GIVEN TO SELLER BY CITY IN EXCHANGE FOR SELLER'S PERFORMANCE HEREUNDER.

Initials: ________________ ________________
City Seller
With respect to the release set forth herein, City hereby acknowledges that such waiver is made with the full knowledge, understanding and agreement that California Civil Code § 1542 provides as follows, and that the protection afforded by said Code Section is hereby waived:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR

RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE

TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
City further acknowledges that this waiver and release is voluntary and without any duress or undue influence, and is given as part of the consideration for the agreements set forth herein. City expressly acknowledges that it may hereafter discover facts different from or in addition to those, which it now believes to be true with respect to the release of claims. City agrees that the foregoing release shall be and remain effective in all respects notwithstanding such different or additional facts.

City has been advised by its legal counsel and understands the significance of this waiver of Section 1542 relating to unknown, unsuspected and concealed claims, and City hereby specifically acknowledges that City has carefully reviewed this subsection and discussed its import with legal counsel and that the provisions of this subsection are a material part of this Agreement. By its initials below, City acknowledges that it fully understands, appreciates and accepts all of the terms of this subsection and release. -12-
Initials: ________________ ________________
City Seller
Upon consummation of the Close of Escrow hereunder, the foregoing release shall be deemed to be restated and made again as of the Close of Escrow and shall survive the Close of Escrow.

15. Seller's Representations and Warranties. In consideration of City entering into this Agreement, Seller makes the representations, warranties and covenants set forth in this Section 15, which are material and are being relied upon by City. For the purpose of this Agreement, usage of "to the best of Seller's knowledge," or words to such effect, shall mean the actual current knowledge of Denton Kelley and Josh Leachman, in their respective capacities on behalf of Seller (any inconsistency in a representation(s) and warranty(ies) made by any listed individual shall be limited to a recovery against Seller subject to the provisions of this Agreement), excluding constructive knowledge or duty of inquiry, existing as of the Effective Date. To the extent that Seller becomes aware of any conflict with the representations and warranties set forth herein after the Effective Date and prior to the Close of Escrow, Seller shall provide City with written notice thereof, in which case City shall have the right to either (i) terminate this Agreement, in which case the provisions of Sections 6(c) shall apply, or (ii) proceed with the transaction described herein, waiving such inconsistent representation(s) and warranty(ies). In the event City becomes aware of any such conflict prior to the Close of Escrow, and thereafter completes the transaction described hereby, City shall be deemed to have proceeded in accordance with subsection (ii) above. (a) Seller's Authority. Seller has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby in the execution, delivery and performance of this Agreement has been duly authorized and no other action by Seller is requisite to the valid and binding execution, delivery and performance of this Agreement. (b) No Conflict. The execution and delivery of this Agreement, the consummation of the transactions provided for herein and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, any provision of Seller’s organizational documents, or any contract, document or law to which Seller is subject. (c) Proceedings. Except as disclosed to City in writing by Seller prior to the expiration of the Contingency Period, there are no actions, suits, proceedings or governmental investigations pending or, to the best of Seller's knowledge, threatened against or affecting the Property, in law or equity. (d) No Prior Transfers. Seller has not previously sold, transferred or conveyed the Property and Seller has not entered into any executory contracts for the sale of the Property (other than this Agreement).
(e) Litigation. To the best of Seller’s knowledge, there is no litigation arbitration, condemnation or administrative hearing before any court or governmental agency concerning Seller or the Property (collectively, “Litigation”), except as disclosed on Exhibit C attached hereto (”Litigation Summary”). Seller shall promptly notify City in writing of any Litigation that is instituted after the Effective Date.
(f) Hazardous Materials. Except as otherwise disclosed in connection with the Existing Environmental Conditions or the Environmental Disclosure Materials (as hereinafter defined), Seller has not and, to the best of Seller’s knowledge, no other third party has caused or permitted the storage, use, generation, handling or disposal of any Hazardous Materials (as hereinafter defined) in, on, or about the Property except in compliance with Hazardous Materials Laws (as hereinafter defined). The reports, -13-
studies, assessments, investigations and other materials that have been, or that will be, made available to City for its review as part of the Documents and Materials, which includes the 2015 Railyards Agreement and State Land Use Covenant, any environmental assessment conducted by City prior to the Closing, and any supplemental information thereto provided by Seller to City as Additional Information (collectively, "Environmental Disclosure Materials") shall constitute, to the best of Seller’s knowledge, all written materials in the possession or control of Seller related to the presence of Hazardous Materials at, on or under the Property and the compliance of the Property with Hazardous Materials Laws; provided that Seller (i) is under no obligation to seek through a Public Records Act or other disclosure mechanism to possess or control any materials in the possession of a government agency, and (ii) makes no representation or warranty as to whether City is entitled to rely on any of the Environmental Disclosure Materials and if City desires to rely on the same, City shall be responsible for obtaining, at its sole cost and expense, written permission from the preparer of any such items. As used herein, "Hazardous Materials" means any material, substance or waste designated as hazardous, toxic, radioactive, injurious or potentially injurious to human health or the environment, or as a pollutant or contaminant, or words of similar import, under any Hazardous Materials Law. As used herein, "Hazardous Materials Law" means any federal, state or local law, statute, regulation or ordinance now or hereafter in force, as amended from time to time, pertaining to materials, substances or wastes which are injurious or potentially injurious to human health or the environment or the release, disposal or transportation of which is otherwise regulated by any agency of the federal, state or any local government with jurisdiction over the Property or any such material, substance or waste removed therefrom, or in any way pertaining to pollution or contamination of the air, soil, surface water or groundwater.

16. City's Representations and Warranties. In consideration of the Seller entering into this Agreement and as an inducement to Seller to sell the Property to City, City makes the following representations and warranties, each of which is material and is being relied upon by Seller (the continued truth and accuracy of which shall constitute a condition precedent to Seller's obligations hereunder). (a) Authority. City has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and the execution, delivery and performance of this Agreement have been duly authorized and no other action by City is requisite to the valid and binding execution, delivery and performance of this Agreement.
(b) No Conflict. The execution and delivery of this Agreement, the consummation of the transactions provided for herein and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, any provision of City’s organizational documents, or any contract, document or law to which City is subject.

17. Breach by Seller. If the Close of Escrow does not occur or if City terminates this Agreement because of Seller's failure to perform or breach of any of its obligations, representations or warranties hereunder and such failure or breach continues uncured for five (5) business days following notice from City to Seller thereof, City may elect, as its sole and exclusive remedy hereunder, to either (i) terminate this Agreement by delivery of written notice to Seller in which case the Deposit shall be immediately returned to City and both parties shall be relieved from any further liability hereunder except for (a) those obligations and agreements of Seller and City which expressly survive termination of this Agreement (the "Surviving Obligations"), and (b) City shall be entitled to recover, its actual damages including, without limitation, third party costs (including, but not limited to, other professional fees, excluding attorneys’ fees) incurred in connection with the preparation and negotiation of this Agreement and City's investigation of the Property (collectively, "City's Costs"), not to exceed $100,000.00 (the "Cap"), or (ii) commence an action for specific performance of Seller's obligations hereunder. In the event that City fails to commence an action against Seller pursuant to clause (ii) of the preceding sentence by August 31, 2025, City shall automatically be deemed to have terminated the Agreement pursuant to clause (i) of the preceding sentence. -14-
Except as provided in this Section 17, City expressly and unconditionally waives any right to recover damages from Seller.

18. Breach by City / Liquidated Damages. TIME IS OF THE ESSENCE OF CITY'S OBLIGATIONS HEREUNDER. IF CLOSE OF ESCROW DOES NOT OCCUR BECAUSE CITY

DEFAULTS HEREUNDER OR BREACHES ANY OF THE TERMS OR CONDITIONS CONTAINED

HEREIN PRIOR TO CLOSE OF ESCROW AND, EXCEPT WITH RESPECT TO A BREACH OF CITY'S OBLIGATIONS UNDER SECTION 8, SUCH DEFAULT OR BREACH CONTINUES UNCURED FOR FIVE (5) BUSINESS DAYS FOLLOWING NOTICE FROM SELLER TO CITY

THEREOF, SELLER SHALL BE ENTITLED, AS ITS SOLE AND EXCLUSIVE REMEDY, TO

TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES

HEREUNDER AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER TO EACH OTHER EXCEPT FOR THE SURVIVING OBLIGATIONS. SELLER

HEREBY WAIVES ANY RIGHTS, AT LAW OR IN EQUITY, THAT SELLER MAY HAVE TO SEEK

SPECIFIC PERFORMANCE AGAINST CITY FOR CITY'S BREACH OR DEFAULT UNDER THIS AGREEMENT. THE PARTIES AGREE THAT IT WOULD BE EXTREMELY IMPRACTICAL AND

DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT

OF CITY'S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS

AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION 18

REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR

AS A RESULT OF SUCH FAILURE AND ACCORDINGLY, SUCH AMOUNT SHALL BE THE SOLE

AND EXCLUSIVE REMEDY OF SELLER FOR SUCH A DEFAULT AND FAILURE BY CITY AND THE FULL, AGREED AND LIQUIDATED DAMAGES WHICH SELLER SHALL BE ENTITLED;

PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT WAIVE OR AFFECT SELLER'S RIGHTS AND CITY'S OBLIGATIONS PURSUANT TO THE SURVIVING OBLIGATIONS. THE

PAYMENT AND RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED

AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTIONS 1680 AND 3389.

Initials: ________________ ________________
City Seller

19. Destruction. If, prior to the Close of Escrow, any part of the Property is damaged or destroyed by earthquake, flood, landslide, fire or other casualty, Seller shall immediately notify City of such fact. If such damage or destruction is "material", City shall have the option to terminate this Agreement upon written notice to the Seller given not later than ten (10) days after receipt of Seller's notice. For purposes of this Section 19, "material" shall be deemed to be any uninsured damage or destruction to the Property, or any insured damage or destruction where the cost of repair or replacement is estimated to be $500,000.00 or more or shall take more than ninety (90) days to repair, in City's and Seller's good faith judgment. If City elects to terminate this Agreement, Escrow Holder shall promptly return to each party all funds and documents deposited by that party, respectively, into Escrow, whereupon neither party shall have any further rights or obligations hereunder, excepting the Surviving Obligations and any obligation of City which is intended to survive such termination and/or the Close of Escrow, and the payment of escrow cancellation fees and title charges which shall be borne equally by the parties. If City does not elect to terminate this Agreement, or if the casualty is not material, neither party shall have the right to terminate this Agreement but Seller shall assign and turn over, and City shall be entitled to receive and keep, all -15-
insurance proceeds payable and received by Seller with respect to such casualty (which shall then be repaired or not at City's option and cost), the cash portion of the Purchase Price shall be reduced by an amount equal to any deductible under Seller's insurance, and the parties shall proceed to the Close of Escrow pursuant to the terms hereof.

20. Post-Closing Remedies. Subject to Section 21 below, from and after the Close of Escrow, each party shall have the right to pursue its actual damages against the other party (a) for a breach of any covenant or agreement contained in this Agreement that survives Close of Escrow, and (b) for a breach of any representation or warranty made by the other party in this Agreement. Subject to Section 21 below, the obligations described this Section 20 shall survive Closing and any termination of this Agreement. In no event shall either party be liable for, and each party expressly and unconditionally waives any right to recover from the other party any speculative, consequential or punitive damages.

21. Survival. Each of the Seller’s and City’s respective representations and warranties contained in this Agreement or in the documents to be executed and delivered by Seller hereunder by Close of Escrow (collectively, the "Surviving Provisions") shall survive the Close of Escrow for a period of twelve (12) months (the "Survival Period"). No claim for a breach of any of the Surviving Provisions shall be actionable or payable: (a) unless the valid claims for all such breaches collectively aggregate more than $50,000.00, (b) unless written notice containing a description of the specific nature of such breach shall have been given by City or Seller to the other prior to the expiration of the Survival Period, and (c) unless an action shall have been filed by City or Seller and served upon the other within sixty (60) days after expiration of the Survival Period. Furthermore, notwithstanding anything to the contrary contained in this Agreement or any related documents, following the Close of Escrow, Seller's liability for breach of any Surviving Provisions or any other covenants or obligations hereunder, shall not exceed the sum of $1,000,000.00. The provisions of this Section 21 shall survive Close of Escrow.

22. Notices. Any and all notices or other communications required or permitted to be given under this Agreement, or by law, shall be in writing and addressed to all of the following addresses for the applicable party and either (i) personally delivered by commercial courier, (ii) sent by Federal Express or other nationally recognized overnight courier service that provides receipted delivery service, delivery charges prepaid, return receipt requested, or (iii) sent by E-Mail if it is addressed to all of the parties identified below, in which event notice shall be deemed delivered upon the sender’s receipt of confirmation of transmission of said notice, as long as a confirming notice is sent by another recognized method on the next business day. Except as to E-Mail notice, notice shall be deemed to have been given upon the date of delivery (or the date of refusal to accept delivery, as the case may be) or at such other address as either party may from time to time specify in writing to the other in the manner aforesaid.

TO CITY: City of Sacramento
Real Estate / Asset Management
915 I Street, 2nd Floor
Sacramento, California 95814
Attention: Richard Sanders
Telephone: (906) 808-7034

Email: [email protected]

WITH A COPY TO: City of Sacramento
OIED
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915 I Street, 3rd Floor
Sacramento, California 95814

Attention: Marco Gonzalez
Telephone: (906) 808-5757

Email: [email protected]

TO SELLER: DOWNTOWN RAILYARD VENTURE, LLC
3140 Peacekeeper Way
McClellan, CA 95652
Attention: Denton Kelley and Jay Heckenlively
Telephone: (916) 965-7100
Email: [email protected]; [email protected]

TO ESCROW HOLDER: Fidelity National Title Company
8525 Madison Avenue, Suite 110
Fair Oaks, CA 95628
Attention: Paul Avila
Telephone: (916) 646-6057
Email: [email protected]

Notice of change of address shall be given by written notice in the manner described in this Paragraph.

23. Brokers. The parties represent that no broker is involved in the transaction described by this Agreement. If any claims for brokers' or finders' fees for the consummation of this Agreement arise, then City hereby agrees to indemnify, hold harmless and defend Seller from and against such claims if they shall be based upon any statement or representation or agreement by City, and Seller hereby agrees to indemnify, hold harmless and defend City if such claims shall be based upon any statement, representation or agreement made by Seller.

24. Assignment. Without the prior written consent of Seller in its sole discretion, City shall not, directly or indirectly, assign this Agreement or any of its rights hereunder. Any attempted assignment in violation hereof shall, at the election of Seller, be of no force or effect and shall constitute a default by City.

25. Fee Credits. Following the Close of Escrow, and for ten years thereafter, City agrees that if, in conjunction with any construction by City within any part of the Property owned by City, municipal fees are required to be paid (e.g. sewer fees, transit fee, etc.), City shall seek the availability of any applicable fee credits held by Seller. If Seller possesses any such fee credits, City agree to, in lieu of obtaining paying such fees to the applicable municipality, to purchase such credits from Seller at the then applicable cost thereof. Seller shall have the right to decline selling such credits, in which case, City’s obligation under this Section with regard to the subject request shall not apply. The provisions of this Section 25 shall survive the Close of Escrow and the expiration of the Survival Period.

26. Miscellaneous.
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(a) Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid, and shall be enforced to the fullest extent permitted by law. (b) Waivers. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of time for performance of any other obligation or act except those of the waiving party, which shall be extended by a period of time equal to the period of the delay. (c) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto. (d) Professional Fees. The parties must bear their own costs and attorneys’ fees incurred in connection with this agreement.
(e) Entire Agreement. This Agreement (including all Exhibits attached hereto) is the final expression of, and contains the entire agreement between, the parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented, superseded, canceled or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein. The parties do not intend to confer any benefit hereunder on any person, firm or corporation other than the parties hereto and lawful assignees. (f) Time of Essence. Seller and City hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof and that failure to timely perform any of the terms, conditions, obligations or provisions hereof by either party shall constitute a material breach of and a non-curable (but waivable) default under this Agreement by the party so failing to perform.
(g) Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed by the parties to create the relationship of principal and agent, a partnership, joint venture or any other association between City and Seller.
(h) Construction. Headings at the beginning of each paragraph and subparagraph are solely for the convenience of the parties and are not a part of the Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared the same. Unless otherwise indicated, all references to paragraphs, sections, subparagraphs and subsections are to this Agreement. All exhibits referred to in this Agreement are attached and incorporated by this reference.
(i) Governing Law. The parties hereto acknowledge that this Agreement has been negotiated and entered into in the State of California. The parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California.
(j) Possession of Property. City shall be entitled to the possession of the Property immediately following the Close of Escrow.
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(k) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.

Telecopied, emailed or electronically generated PDF signatures shall be effective for purposes of executing and delivering this Agreement and any amendment hereto. (l) Days of Week. If any date for performance herein falls on a Saturday, Sunday or holiday, as defined in Section 6700 of the California Government Code, the time for such performance shall be extended to 5:00 p.m. on the next business day. As used herein “business day” means any day other than a Saturday, Sunday or holiday, as defined in Section 6700 of the California Government Code. (m) Merger Provision. All covenants and agreements made or undertaken by either party under this Agreement, unless otherwise specifically provided herein that such covenants survive Close of Escrow, will not survive the Close of Escrow but will be merged into the Deed and other closing documents delivered at the Close of Escrow, and except as otherwise expressly provided herein, any and all rights of action of either party for any breach of any representation, warranty or covenant contained in this Agreement shall merge with the Deed and other instruments executed at Close of Escrow, shall terminate at Close of Escrow, and shall not survive Close of Escrow. (n) Representation by Counsel. Notwithstanding any rule or maxim of construction to the contrary, any ambiguity or uncertainty shall not be construed against either Seller or City based upon authorship of any of the provisions hereof. Seller and City each hereby warrant, represent and certify to the other as follows: (A) that the contents of this Agreement have been completely and carefully read by the representing party and counsel for the representing party; (B) that the representing party has been separately represented by counsel and the representing party is satisfied with such representation; (C) that the representing party's counsel has advised the representing party of, and the representing party fully understands, the legal consequences of this Agreement; and (D) that no other person (whether a party to this Agreement or not) has made any threats, promises or representations of any kind whatsoever to induce the execution hereof, other than the performance of the terms and provisions hereof. (o) Electronic Signatures. The parties agree that this Agreement may be electronically signed. The parties agree that the electronic signatures appearing on this agreement are the same as handwritten signatures for all purposes.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.

Signature Page Follows
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CITY:

CITY OF SACRAMENTO,
a Municipal Corporation
By: ______________________
Leyne Milstein
Interim City Manager
Date: _______________, 2025
APPROVED AS TO FORM:
__________________________
Matthew D. Ruyak
Assistant City Attorney
SELLER:

DOWNTOWN RAILYARD VENTURE, LLC, a
Delaware limited liability company
By: LDK RAILYARD, LLC, a California
limited liability company
Its: Manager
By LDK VENTURES, LLC, a California
limited liability company
Its: Member
By: __________________________
Larry D. Kelley, Jr.

Its: Manager
Date: _______________, 2025
ATTEST:

By: __________________________
Assistant City Clerk
-1-

EXHIBIT LIST

Exhibit A Property
Exhibit B Grant Deed
Exhibit C Litigation Summary
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EXHIBIT A

PROPERTY

The land referred to herein below is situated in the City of Sacramento, County of Sacramento, State of California and is described as follows:

Lots 5 and 6 as shown on the Final Map of The Railyards Unit No. 1, filed December 19, 2022, in Book 446 of Maps at Page 2 Sacramento County Records
1000.000.27431 -1- 12/16/24.V4

EXHIBIT B

FORM OF GRANT DEED

RECORDING REQUESTED BY:

CITY OF SACRAMENTO

NO FEE DOCUMENT
Govt Code 27383

WHEN RECORDED MAIL TO:

City of Sacramento
Attn: Real Estate Services
915 I Street, 2nd Floor
Sacramento CA 95814

MAIL TAX STATEMENTS TO:

City of Sacramento
Finance Administration
915 I Street, Floor 5
Sacramento CA 95814

(Space above this line for Recorder’s use)
NO TRANSFER TAX DUE per R&T Code 11922
Grantee is a Government Agency

GRANT DEED
THIS GRANT DEED is made as of this _____ day of ___________, 20__ by DOWNTOWN RAILYARD VENTURE, LLC, a Delaware limited liability company (“Grantor”), to CITY OF SACRAMENTO, a municipal corporation (“Grantee”).

W I T N E S S E T H :

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor hereby grants to Grantee that certain real property located in the City of Sacramento, County of Sacramento, State of California and legally described on Exhibit A attached hereto. 1000.000.27431 -2- 12/16/24.V4

IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the day and year first set forth above.

GRANTOR: DOWNTOWN RAILYARD VENTURE, LLC, a Delaware
limited liability company
By: LDK RAILYARD, LLC, a California limited liability
company
Its: Manager
By LDK VENTURES, LLC, a California limited
liability company
Its: Member

By: __________________________
Larry D. Kelley, Jr.

Its: Manager

(All signatures must be acknowledged)

1000.000.27431 -3- 12/16/24.V4

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

STATE OF CALIFORNIA )
) ss.

COUNTY OF ______________ )

On _______________, 20__, before me, ______________________, _______________, personally appeared ________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature _________________________________(Seal)

1000.000.27431 -1- 12/16/24.V4

EXHIBIT C

LITIGATION SUMMARY

Master Funding Agreement for Railyards EIFD| Page 1

MASTER FUNDING AGREEMENT

FOR RAILYARDS EIFD
This Master Funding Agreement for Railyards EIFD (this Master Agreement), dated as of June 10, 2025, for reference, is between DOWNTOWN RAILYARD VENTURE, LLC ( DRV) and its permitted assignees under this Master Agreement; INDOMITABLE VENTURES, LLC (Indomitable) and its permitted assignees under this Master Agreement; the

CITY OF SACRAMENTO RAILYARDS ENHANCED INFRASTRUCTURE FINANCING DISTRICT Railyards EIFD, a California governmental entity formed under California Government Code sections 53398.50 through 53398.88; and the CITY OF SACRAMENTO (the City, a California municipal corporation and charter city.

Backgrounds
(a) Defined terms used in this Background section and not otherwise defined have the meanings given elsewhere in this Master Agreement.
(b) Indomitable, DRV, and the City entered into the Comprehensive Project Agreement on June 10, 2025, for, among other reasons, (i) the development of the Stadium, a proposed multi-purpose, outdoor stadium, and (ii) (a) the development of certain open space improvements on portions of Lot 21a, 21b, 21c, 22 and Lot 10, and (b) the structural renovation for seismic and life safety improvements to the historic buildings located on Lots 24, 25, 26, and 27, all as shown on the Sacramento Railyards Tentative Master Parcel Map.
(c) Under the Sacramento Republic FC Preliminary Term Sheet approved by the City Council of the City of Sacramento on November 12, 2024, DRV, Indomitable, and the City set out a nonbinding framework for, among other purposes, financing the Eligible Facilities.
(d) Among other things, the Preliminary Term Sheet contemplates the amendment of the existing Stadium EIFD and original infrastructure financing plan which was adopted by PFA
Public Financing Authority), pursuant to its Resolution No. 2019-0002 adopted on December 10, 2019.
(e) In accordance with the EIFD Law, the PFA, by its Resolution No. [____] adopted on June 24, 2025, amended the boundaries of the Railyards EIFD to include the Railyards West Project Area and adopted the Amended IFP.
(f) The City contemplates the potential formation of a Mello-Roos community facilities district to be known as -01 (Improvements), for which,
once formed, the City will levy a Special Tax on the taxable parcels located within Railyards East and issue CFD Bonds.
(g) The parties are entering into this Master Agreement to evidence each partys rights and obligations with respect to the financing of the Eligible Facilities and affordable housing as contemplated by the Preliminary Term Sheet.

Master Funding Agreement for Railyards EIFD| Page 2
(h) Under the California CEQA
agency, approved the developments within the Railyards EIFD identified in the Railyards Specific Plan Environmental Impact Report SCH No. 2006032058 on December 11, 2007 (Resolution No. 2007-903), the Railyards Specific Plan Update, Kaiser Permanente Medical Center and Stadium Subsequent Environmental Impact Report on November 10, 2016 (Resolution No. 2016-0379) and Addendum for Central CEQA Project er Agreement does
not constitute a substantial change in the CEQA Project, a substantial change in the circumstances under which the CEQA Project is being undertaken, or new information and therefore does not require subsequent or supplemental environmental review pursuant to California Public Resources Code section 21166 and CEQA Guidelines section 15162.

With these background facts in mind, and in consideration of the promises below, the parties agree as follows:

1. Definitions.
(a) Act means the Mello-Roos Community Facilities Act of 1982, as amended. (b) Acquisition Agreement means the document(s) contemplated herein within Section 2 (Railyards East CFD) for either CFD funded Eligible Costs, and Section 3 (Railyards EIFD Payment Obligations and EIFD Bonds) for EIFD funded Eligible Costs, which apply to constructed Eligible Facilities that are to be permanently owned by the City or initially acquired by the City, by and between (as applicable) the City, DRV, Indomitable, and the Railyards EIFD.
(c) means the infrastructure financing plan for the Railyards EIFD as most recently approved by the City Council on June 10, 2025, and by the PFA on June 24, 2025, as may be amended from time to time.
(d) means development anticipated to be built around the Stadium located in Railyards East that may include residential and commercial development.
(e) Available Tax Increment means the Tax Increment available to the Railyards EIFD after payment or deduction of the C and the
EIFD Administration Costs.
(f) Central Shops and Central Shops District means (i) the open space areas on Lot 21a, 21b, 21c, 22 and Lot 10, and (ii) the historic buildings located on Lots 24, 25, 26, and 27, all as shown on the Sacramento Railyards Tentative Master Parcel Map as further defined in the Comprehensive Project Agreement. (g) CEQA Projectmeans the development identified in the Railyards Specific Plan Environmental Impact Report SCH No. 2006032058 (Resolution No. 2007-903), the Railyards Specific Plan Update, Kaiser Permanente Medical Center and Stadium Master Funding Agreement for Railyards EIFD| Page 3
Subsequent Environmental Impact Report (Resolution No. 2016-0379) and Addendum for Central Shops at the Railyards.
(h) City Eligible Cost Reimbursement Amount .
(i) means the costs incurred by the City for land acquisition as further described in the Amended IFP (and which is deemed Eligible Facilities as defined herein), as approved by the City in accordance this Master Agreement. (j) City Share of Available Tax Increment
Increment to the City in accordance with Section 3(a) and (b) of this Master Agreement. (k) CFD Bonds means municipal bonds, notes or other debt obligations that are issued for the Railyards East CFD secured by the Special Tax, the proceeds of which are used to reimburse Indomitable for Indomitable Eligible Costs. (l) Comprehensive Project Agreement certain Comprehensive Project Agreement, by and between Indomitable, DRV, and the City, dated [Month, Day], 2025.
(m) means collectively, the principal, interest, and mandatory sinking-fund payments on the CFD Bonds or the EIFD Bonds.
(n) Amount means $50,000,000, as will be
annually increased, beginning on each succeeding July after the effective date of this Master Agreement, by the Index Adjustment and terminating on December 31, 2038, except as such annual increases may be suspended as provided in Section 5 of this Master Agreement.
(o) means the costs incurred by DRV, for the design and construction of the Eligible Facilities, as evidenced by Eligible Cost Invoices in accordance with this Master Agreement.
(p)
Railyards EIFD for the purposes described in Section 5 of this Master Agreement. Any interest accruing on amounts held in the DRV Project Retained Increment Fund shall be for the sole benefit of the City and Railyards EIFD.
(q) DRV Share of Available Tax Increment
Increment to DRV in accordance with Section 3(a) and (b) of this Master Agreement. (r) EIFD Administration Costs means all administration costs incurred by the Railyards EIFD as defined in the Amended IFP.
(s) EIFD Bonds means any such municipal bonds, notes or other obligations that are (a) issued by the Railyards EIFD, secured by the Available Tax Increment, (b) issued by the Railyards EIFD for the Railyards West Project Area, secured by the Available Tax Increment from the Railyards West Project Area, or (c) issued by the Railyards EIFD Master Funding Agreement for Railyards EIFD| Page 4
for the Railyards East Project Area, secured by the Available Tax Increment from the Railyards East Project Area.
(t) means Chapter 2.99 of Part 1 of Division 2 of Title 5 of the California Government Code (commencing with section 53398.50).
(u) means the allocation methodology of Railyards East Available Tax Increment proceeds and Railyards West Available Tax Increment proceeds by and between DRV, Indomitable, and the City as further described in this Master Agreement. (v) Eligible Cost Reimbursement Amount means the sum of the (i) Indomitable Eligible Costs, (ii) DRV Eligible Cost Reimbursement Amount, and (iii) City Eligible Cost Reimbursement Amount.
(w) means, (i) with respect to Indomitable, the Indomitable Eligible Costs, (ii) with respect to DRV, the DRV Eligible Costs, and (iii) with respect to the City, the City Eligible Costs.
(x) means invoices approved by the City using its reasonable discretion and in accordance with this Master Agreement. (y) Eligible means the facilities and improvements as specifically provided in the Amended IFP.
(z) Fiscal Year -month period terminating on June 30 of each year, or any other annual accounting period hereafter selected and designated by the City as its fiscal year in accordance with applicable law.
(aa) Funding Obligation Agreement an agreement pursuant to which the applicable parties to such agreement agree to provide to the City and Railyards EIFD bi-annual payments in-lieu of taxes (PILOTs) for tax-exempt property. Pursuant to such Funding Obligation Agreement, (i) PILOT shall be owed to the City in an amount at such property if it were taxable less any Tax Increment due to the Railyards EIFD, together with any fees or assessments due to the City from such property, (ii) PILOT shall be owed to the Railyards EIFD in an amount at least equal to the Tax Increment generated from such property if it were taxable that would be due to the Railyards EIFD, and (iii) PILOT shall be owed to the City in an amount at least equal to the Special Tax generated from such property if it were taxable that would be due with respect to the Railyards East CFD.
(bb) Housing Tax Increment means 20% of the Available Tax Increment available, as further described herein, after satisfaction of the Eligible Cost Reimbursement Amount. (cc) means adjustments based upon the percentage change in the Engineering News-Record Construction Cost Index (ENR-CCI) on an annual basis, measured from March 1 to the subsequent March 1, not to exceed a maximum annual adjustment in any given year of four percent.

Master Funding Agreement for Railyards EIFD| Page 5
(dd) means (i) the facilities required by the City as
a condition of approval to construct and operate the Stadium in a conditional use permit approved by Resolution No. 2016-0388, adopted by the City Council of the City on November 10, 2016, as such conditional use permit or may be modified by a record of decision
ancillary infrastructure required to satisfy the conditions of the conditional use permit for the Stadium and conditions of approval in the approved Tentative Map, (iii) and any additional infrastructure that the City requires for the Stadium according to required plans and studies.
(ee) means the sum of the total costs incurred by Indomitable for (i) the design and construction of the Indomitable Facilities, as evidenced by Eligible Cost Invoices in accordance with this Master Agreement, and (ii) Railyards East CFD Payment Shortfalls. Simple interest shall accrue on a monthly basis as contemplated in subsections (i) and (ii) of this definition as provided herein. With respect to costs for the design and construction of the Indomitable Facilities under subsection (i), interest shall begin to accrue on the amount of unreimbursed costs related to an Indomitable Facility upon the date of the issuance of any notice of completion and the acceptance by the City of such Indomitable Facility.

With respect to Railyards East CFD Payment Shortfalls under subsection (ii), interest shall begin to accrue on the amount of such accrued but unreimbursed Railyards East CFD Payment Shortfalls upon the date that such Railyards East CFD Payment Shortfalls are paid by Indomitable to the County. Interest shall accrue on such accrued but unreimbursed costs under subsections (i) and (ii) of this definition beginning on the dates specified in this definition at an annual rate equal to the Index Adjustment and shall end once reimbursed or on December 31, 2038, whichever is earlier, except as such monthly interest accruals may be suspended as provided in Section 5 of this Master Agreement.
(ff) Indomitable Facilities any Eligible Facilities that are Indomitable Conditions of Approval.
(gg) Indomitable Share of Available Tax Increment shall be the allocation of Available Tax Increment to Indomitable in accordance with Section 3(a) and (b) of this Master Agreement.
(hh) Music Venue Projectmeans that certain Music Venue Project as contemplated by and defined in the Comprehensive Project Agreement, or similar permitted use of such area within the Paintshop as defined by the Comprehensive Project Agreement as reasonably determined by the City Manager or their designee. The Music Venue Project and the Paintshop do not include any Eligible Facilities. (ii) Non-Housing Tax Incrementmeans 80% of the Available Tax Increment available, as further described herein, after satisfaction of the Eligible Cost Reimbursement Amount.

Master Funding Agreement for Railyards EIFD| Page 6
(jj) Project Funding Agreement(s)means the document(s) contemplated herein within Section 3 (Railyards EIFD Payment Obligations and EIFD Bonds) for EIFD funded Eligible Costs, which apply to constructed Eligible Facilities that are not to be permanently owned by the City or initially acquired by the City, by and between (as applicable) the City, DRV, Indomitable, and the Railyards EIFD. (kk) Property Taxes means the ad valorem Property Taxes levied on property within the Railyards EIFD, including such taxes on private possessory interests in real property owned by government entities.
(ll)
the governing body of the Railyards EIFD.
(mm) means the Sacramento Republic FC Preliminary
Term Sheet approved by the City Council of the City of Sacramento on November 12, 2024.
(nn) Priority Administrative Expensesmeans (i) all administration costs incurred by or on behalf of the Railyards East CFD related to the Railyards East CFD as defined in the RMA (estimated for Fiscal Year 2025-26 to be $45,000), and (ii) for each subsequent dministrative
Expenses plus 3% of such amount.
(oo) Public Improvements any construction, alteration, demolition, installation, or repair work done as or related to Eligible Facilities that is paid for in whole or in part out of public funds.
(pp) means a 244-
Business District, east of the Sacramento River, south of North B Street and west of the Alkali Flat neighborhood.
(qq) and means the area of the Railyards
memorialized in the boundary map found in the Amended IFP. (rr) Railyards East CFD
City within Railyards East in accordance with the Act and to be formally known as Railyards East CFD No. 2025-01 (Improvements).
(ss)
annually paid by Indomitable (including any successors and assigns) which are applied towards Debt Service on the CFD Bonds and (which at the time of such application) are in excess of the Indomitable Share of Available Tax Increment available at that time to make the payment in accordance with subsection (c)(2) of Section 3 (Railyards EIFD Payment Obligations and EIFD Bonds).

Master Funding Agreement for Railyards EIFD| Page 7
(tt)
(formerly known as the Stadium EIFD).
(uu) means the specific plan document adopted in 2016 and amended in 2021 by the City Council that establishes goals and policies specific to the Railyards.
(vv) and means the area of the
Railyards memorialized in the boundary map found in the Amended IFP. (ww) means the Rate and Method of Apportionment of Special Tax to be considered by the City Council for the Railyards East CFD as may be amended from time to time in accordance with the Act.
(xx) Special Tax means the special tax to be levied on taxable parcels within Railyards East by the City, for and on behalf of the Railyards East CFD, in accordance with the RMA.
(yy) Stadium means the new outdoor multi-purpose expandable 12,000-seat state-of-the- art multi-purpose stadium to be located in Railyards East that will host soccer and sporting events, concerts and other community events.
(zz) Stadium EIFD means the former City of Sacramento Stadium Area Enhanced Infrastructure Financing District (now known as the Railyards EIFD). (aaa) Project Retained Increment Fund
the Railyards EIFD for the purposes described in Section 5 of this Master Agreement.

Any interest accruing on amounts held in the Stadium Project Retained Increment Fund shall be for the sole benefit of the City and Railyards EIFD. (bbb) means (i) the Property Taxes allocated to, and deposited in, the Railyards EIFD special fund in accordance with the Amended IFP and Government Code section 53398.75, subdivision (a)(2); (ii) the net available revenue, as defined in Government Code section 53398.75, subdivision (d), allocated to, and deposited in, the Railyards EIFD special fund; and (iii) any other revenues deposited into the Railyards EIFD special fund and lawfully available to the Railyards EIFD in accordance with the Amended IFP and the EIFD Law.

2. Railyards East CFD
Immediately prior to commencing formation of the Railyards East CFD, written approval by the City and the eligible landowners (who are qualified electors eligible to vote under the Act) of property located within the proposed Railyards East CFD shall be provided. The City intends to undertake proceedings to form the Railyards East CFD, encompassing the Railyards East area. If formed, the Railyards East CFD will provide funding for certain Eligible Facilities by issuing one or more series of CFD Bonds secured by the Special Tax. Proceeds of CFD Bonds will be used to reimburse Indomitable for Indomitable Eligible Costs, fund a debt service reserve fund and related Master Funding Agreement for Railyards EIFD| Page 8
CFD Bond-costs, as provided herein. The aforementioned parties shall cooperate in any procedures needed to form the Railyards East CFD.

(a) The Special Tax. Revenue from the Special Tax will be used as follows, unless otherwise specified in an indenture for a series of CFD Bonds:
(1) First, to pay the Priority Administrative Expenses. (2) Second, to Debt Service on the CFD Bonds, to the extent the CFD Bonds are not paid from Available Tax Increment in accordance with subsection (c)(2) of Section 3 (Railyards EIFD Payment Obligations and EIFD Bonds) of this Master Agreement and the indenture for the applicable series of CFD Bonds. (3) Third, to cure any delinquencies and replenish any reserve funds for the CFD Bonds.
(4) Fourth, to be retained by the City and/or the trustee for the CFD Bonds and applied as credit against the subsequent CFD Bonds Debt Service payment. (b) General Requirements for CFD Bonds. The following apply to each series of CFD Bonds:
(1) The City will issue CFD Bonds only if the City has determined in its sole discretion, after consulting with Indomitable, one of the municipal advisors and any other party deemed appropriate and relevant by the City, that issuance is financially feasible.
(2) The issuance of CFD Bonds complies with pertinent sections associated with land- secured debt included
to the respective issuance of CFD Bonds.
(3) Proceeds from the first series of CFD Bonds may be used to reimburse Indomitable for the costs of Railyards East CFD formation. Proceeds from each series of CFD Bonds will be used to pay for costs of issuance,
Debt Service reserve, and may include up to two (2) years of capitalized interest. (4) The City will size and structure the CFD Bonds based on terms of financing permitted by the Act to (i) pay Debt Service on the CFD Bonds, (ii) reimburse Indomitable for any unreimbursed Indomitable Eligible Costs, and (iii) to provide at least 110% Debt Service coverage on CFD Bonds following the payment of any Priority Administrative Expenses. The sizing and structure of the CFD Bonds shall also be based upon the determinations of the underwriter used for the issuance of able discretion
in order to sell the CFD Bonds.
(5) The City shall enter into Acquisition Agreements with Indomitable facilitating the construction and acquisition of Indomitable Facilities to be constructed by Indomitable and to be permanently owned by the City or initially acquired by the Master Funding Agreement for Railyards EIFD| Page 9
City. Pursuant to such Acquisition Agreement, Indomitable will design and construct the Indomitable Facilities using its own funds and provide for the transfer to, or otherwise evidence ownership by, the City of those Indomitable Facilities when completed. The City will reimburse Indomitable for such amounts from the proceeds of CFD Bonds and any applicable interest earnings on the project proceeds of the CFD Bonds.
(6) Neither the Citys general fund nor any other funds or revenues of the City (except the Special Taxes) will be obligated, in law or equity, for credit enhancements, guarantees, payment of Debt Service, or debt-service coverage related to the CFD Bonds.
(c) CFD Bonds. Prior to the issuance of the first series of CFD Bonds, City will consult with Indomitable to review the feasibility of
issuance of the first series of CFD Bonds. If the issuance of CFD Bonds is determined first series of CFD Bonds will be issued to reimburse Indomitable for Railyards CFD formation
discount, and required Debt Service reserve.
(1) The final decision on the sizing, structuring, and terms of the CFD Bonds will be .
(2) The Special Tax levied each fiscal year on the taxable Railyards East CFD parcels shall be Special Tax Requirement, as such term is defined in the RMA, subject to the Maximum Special Tax (as defined in the RMA) limitation.
(3) The City shall use the net proceeds of the first series of CFD Bonds to reimburse Indomitable for Indomitable Eligible Costs. To the extent the Indomitable Eligible Costs are not fully paid from the proceeds of the first series of CFD Bonds, such unpaid Indomitable Eligible Costs shall be subject to reimbursement in subsequent series of CFD Bonds subject to the same parameters provided herein as the first series of CFD Bonds. In the consideration of subsequent issuances of CFD Bonds, the additional bonds test requirements included in the applicable indenture for the CFD Bonds must be satisfied.
(d) Compliance with Applicable Law. The City shall comply with all laws and regulations that apply to the Railyards EIFD and the CFD Bonds, including the Act, the Citys local goals and policies concerning the use of the Act, the guidelines promulgated by the California Debt Investment and Advisory Commission, and (if appropriate) the federal laws and regulations pertaining to tax-exempt debt.
(e) Provision of RMA Regarding Changes in Taxable Property. The RMA shall contain a provision that protects holders of the CFD Bonds in the event property within Railyards East anticipated to be subject to the Special Tax at the time the first series of CFD Bonds are issued subsequently becomes tax-exempt and without such a provision the expected Master Funding Agreement for Railyards EIFD| Page 10
maximum Special Tax revenues would be reduced to a point at which the required Debt Service coverage on the CFD Bonds (i.e., 110%) could not be maintained net of Priority Administrative Expenses, except to the extent any loss of revenues is covered by the Funding Obligation Agreement.

3. Railyards EIFD Payment Obligations and EIFD Bonds
(a) Railyards East Project Area the Railyards EIFD shall allocate the Available Tax Increment within the Railyards East Project Area as follows:
(1) 100% of Available Tax Increment from the Railyards East Project Area shall initially be allocated to pay the Indomitable Eligible Costs. (2) Upon satisfaction of the Indomitable Eligible Costs, Available Tax Increment from the Railyards East Project Area shall then be allocated in the following percentages: DRV (50%) and City (50%).
(3) Upon satisfaction of either the DRV Eligible Cost Reimbursement Amount or the City Eligible Cost Reimbursement Amount, 100% of Available Tax Increment from the Railyards East Project Area shall then be allocated to either DRV or the s respective remaining
unpaid Eligible Cost Reimbursement Amount.
(4) Upon satisfaction of the Eligible Cost Reimbursement Amount, Available Tax Increment from the Railyards East Project Area shall then be allocated to the Railyards EIFD to satisfy the Housing Tax Increment component and the Non- Housing Tax Increment component, and the remainder shall be allocated, as determined by the Railyards EIFD and the City, for the further implementation of the Amended IFP.
(b) Railyards West Project Area the Railyards EIFD shall allocate the Available Tax Increment within the Railyards West Project Area as follows:
(1) Available Tax Increment from the Railyards West Project Area shall initially be allocated in the following percentages between Indomitable (40%), DRV (40%), and the City (20%).
(2) Upon satisfaction of the Indomitable Eligible Costs (but not DRV Eligible Cost Reimbursement Amount or the City Eligible Cost Reimbursement Amount), Available Tax Increment shall be allocated in the following percentages: DRV (50%) and City (50%).
(3) Upon satisfaction of either the DRV Eligible Cost Reimbursement Amount or the City Eligible Cost Reimbursement Amount, 100% of Available Tax Increment from the Railyards West Project Area shall then be allocated to either DRV or the s remaining unpaid Eligible
Cost Reimbursement Amount.

Master Funding Agreement for Railyards EIFD| Page 11
(4) Upon satisfaction of the Eligible Cost Reimbursement Amount, Available Tax Increment from the Railyards West Project Area shall then be allocated to the Railyards EIFD to satisfy the Housing Tax Increment component and Non- Housing Tax Increment component, and the remainder shall be allocated, as determined by the Railyards EIFD and the City, for the further implementation of the Amended IFP.
(c) Application of Available Tax Increment
(1) Pledge of Available Tax Increment. The Railyards EIFD hereby pledges and creates a first lien on, and security interest in, (i) with regard and limited to the CFD Bonds, the annual Indomitable Share of Available Tax Increment, as security for the Special Tax Requirement (as defined in the RMA for the CFD Bonds), including payment of Debt Service, Priority Administrative Expenses, curing any delinquencies and replenishing any reserve funds for the CFD Bonds, and (ii) with regard and limited to the EIFD Bonds and to the extent not pledged under clause (i) above or released from such lien pursuant to any indenture pursuant to which CFD Bonds are issued, the annual Indomitable Share of Available Tax Increment, the annual DRV Share of Available Tax Increment and the annual City Share of Available Tax Increment, as security for its payment obligations for the EIFD Bonds. Such pledges shall be first and exclusive pledges and shall attach and be binding and effective without the need for any physical delivery, recordation, filing, or further act. The pledges of Available Tax Increment pursuant to this paragraph for payment of Debt Service on CFD Bonds and EIFD Bonds shall be senior to any other pledges of Available Tax Increment and shall remain in effect for so long as any CFD Bonds or EIFD Bonds, as applicable, are outstanding.

After payment of annual Debt Service on the CFD Bonds and EIFD Bonds as provided in subsections (c)(2)(A) and (B) of this Section 3, the remaining Available Tax Increment shall be available for the purposes provided in subsections (c)(2)(C) and (D) of this Section 3.
(2) Transfer and Use of Available Tax Increment. Each year, the Railyards EIFD shall disburse the Available Tax Increment in accordance with the allocations detailed in subsections (a), (b) and (c) of this Section 3 in the following order of priority:
(A) First, from the Indomitable Share of Available Tax Increment, the amount pledged to the CFD Bonds in Section (3)(c)(1) shall be transferred from the Railyards EIFD to the trustee for the CFD Bonds (the ), within thirty (30) days after receipt of each installment of Tax Increment from Sacramento County. It is anticipated that the receipt of Tax Increment from Sacramento County will occur in January and May of each calendar year.

The Railyards EIFD shall continue to transfer the Indomitable Share of Available Tax Increment to the CFD Trustee each calendar year until the amount held by the Trustee is sufficient to satisfy the Special Tax Requirement for the CFD Bonds for that calendar year. Each such transfer for CFD Bonds shall be prior to and senior to any such transfer for Debt Service on EIFD Bonds provided for in subsection (c)(2)(B) of this Section Master Funding Agreement for Railyards EIFD| Page 12

3. If the Indomitable Share of Available Tax Increment transferred to the Trustee in any calendar year exceeds the amount necessary to satisfy the Special Tax Requirement for CFD Bonds during that calendar year, then the CFD Trustee shall return to the Railyards EIFD the excess, if any, Available Tax Increment.
(B) Second, from the Indomitable Share of Available Tax Increment (less any amounts required to satisfy the Special Tax Requirement for the CFD Bonds pursuant to subparagraph (A) above), the DRV Share of Available Tax Increment and the City Share of Available Tax Increment to the extent available, the amount required to pay Debt Service, EIFD Administration Costs and replenish reserve funds on any EIFD Bonds. Once EIFD Bonds are issued, the Railyards EIFD shall transfer to the trustee for the EIFD Bonds (the ), within thirty (30) days after receipt of each
installment of Tax Increment from Sacramento County, the Indomitable Share of Available Tax Increment, the DRV Share of Available Tax Increment and the City Share of Available Tax Increment derived from such installment. The Railyards EIFD shall continue to transfer the Indomitable Share of Available Tax Increment, the DRV Share of Available Tax Increment and the City Share of Available Tax Increment to the EIFD Trustee each calendar year until the amount held by the EIFD Trustee is sufficient to pay the Debt Service, EIFD Administration Costs and replenish reserve funds on the EIFD Bonds for that calendar year. If the Indomitable Share of Available Tax Increment, the DRV Share of Available Tax Increment and the City Share of Available Tax Increment transferred to the EIFD Trustee in any calendar year exceeds the amount necessary to pay the Debt Service, EIFD Administration Costs and replenish reserve funds on EIFD Bonds during that calendar year, then the EIFD Trustee shall return to the Railyards EIFD the excess, if any, Available Tax Increment.
(C) Third, to pay to DRV, Indomitable, or the City for their respective Eligible Costs that were not paid from proceeds of CFD Bonds or EIFD Bonds, such payments to each such party to be allocated in accordance with the Indomitable Share of Available Tax Increment, the DRV Share of Available Tax Increment and the City Share of Available Tax Increment, except as may be otherwise provided in Section 5 of this Master Agreement. (D) Fourth, if any Available Tax Increment remains after payments made above, then the City and Railyards EIFD may use that Available Tax Increment for the Housing Tax Increment component and Non-Housing Tax Increment component (in accordance with the allocations detailed herein) and, as determined by the Railyards EIFD and the City, any remainder shall be allocated for the further implementation of the Amended IFP. (d) In the event the City Eligible Cost Reimbursement Amount is satisfied prior to the satisfaction of the Indomitable Eligible Costs and/or the DRV Eligible Cost Reimbursement Amount, and neither the EIFD Bonds or CFD Bonds contemplated Master Funding Agreement for Railyards EIFD| Page 13
herein have been issued or have been retired, the Available Tax Increment allocated in the following percentages between Indomitable (50%) and the DRV (50%). (e) General EIFD Bond Issuance Parameters
General Requirements for EIFD Bonds. The following apply to each series of EIFD Bonds:
(1) Railyards EIFD will issue EIFD Bonds only if Railyards EIFD has determined, in municipal advisor and any other party deemed appropriate and relevant by the Railyards EIFD, that issuance is financially feasible.
(2) The issuance of EIFD Bonds complies with the Railyards EIFD debt management policy then in effect prior to the issuance of the EIFD Bonds. It is contemplated that the Railyards EIFD will adopt the City debt management policy (to the extent applicable) as its own debt management policy.
(3) Proceeds from the first series of EIFD Bonds may be used to reimburse DRV and/or Indomitable for costs related to the formation and amendment of the Railyards EIFD. Proceeds from each series of EIFD Bonds will be used to pay for costs of issuance and underwriters discount and may include up to two (2) years of capitalized interest.
(4) Railyards EIFD will size and structure the EIFD Bonds based on the projected Available Tax Increment available to in accordance with the allocation detailed herein and that is expected to be available to provide at least 110% Debt Service coverage on Bonds, after the payment of EIFD Administration Costs. The necessary debt service coverage on the EIFD Bonds will be determined by the reasonable discretion in order to sell the EIFD Bonds.
(5) Railyards EIFD and the City shall enter into (i) Acquisition Agreement(s) with Indomitable or DRV (as applicable) facilitating the construction and acquisition of Eligible Facilities constructed by Indomitable or DRV which are to be permanently owned by the City or initially acquired by the City, and (ii) Project Funding Agreement(s) with Indomitable or DRV (as applicable) facilitating the construction of Eligible Facilities constructed by Indomitable or DRV which are not to be permanently owned by the City or initially acquired by the City. Pursuant to (A)(i) such Acquisition Agreement(s), Indomitable or DRV will design and construct the Eligible Facilities using their own funds and provide for the transfer to, or otherwise evidence ownership by, the City when completed, and (ii) pursuant to such Project Funding Agreements, Indomitable or DRV will design and construct the Eligible Facilities using their own funds and retain ownership of those Eligible Facilities when completed; and (B) in accordance with the Acquisition Agreements or Project Funding Agreements, as applicable, the Railyards EIFD will reimburse Indomitable or DRV, as applicable, from the Master Funding Agreement for Railyards EIFD| Page 14
proceeds of EIFD Bonds and any applicable interest earnings on project proceeds of the EIFD Bonds.
(6) Prior to issuance of the EIFD Bonds and CFD Bonds, as applicable, Indomitable (and/or its affiliates owning taxable property within the Railyards EIFD) and/or DRV (and/or its affiliates owning taxable property within the Railyards EIFD), shall enter into a Funding Obligation Agreement. The purpose of the Funding Obligation Agreement is to, among other things, protect holders of EIFD Bonds and CFD Bonds in the event that property anticipated to generate Tax Increment and/or Special Tax within the Railyards EIFD and Railyards East CFD at the time the applicable series of EIFD Bonds and CFD Bonds is issued subsequently becomes tax-exempt. The Funding Obligation Agreement shall be in the form and contain the substantive terms required by the City, Railyards EIFD and/or underwriter used for the issuance of the applicable series of bonds as may be necess
EIFD Bonds, as applicable.
(7)
Railyards EIFD (except the Available Tax Increment in accordance with EIFD Law) will be obligated, in law or equity, for credit enhancements, guarantees, payment of Debt Service, or debt-service coverage related to the EIFD Bonds.

4. Reimbursement of Eligible Costs.
(a) From Proceeds of CFD Bonds. Reimbursement of Indomitable Eligible Costs from the proceeds of CFD Bonds for the Indomitable Facilities constructed by Indomitable and acquired by the City will be disbursed as provided in an Acquisition Agreement. (b) From Proceeds of EIFD Bonds. Proceeds from EIFD Bonds shall be allocated to Indomitable, DRV and the City:
(1) If from EIFD Bonds secured only by Available Tax Increment from the Railyards East Project Area, the proceeds shall be allocated in accordance with subsection (a) of Section 3 of this Master Agreement,
(2) If from EIFD Bonds secured only by Available Tax Increment from the Railyards West Project Area, the proceeds shall be allocated in accordance with subsection (b) of Section 3 of this Master Agreement,
(3) If from EIFD Bonds secured by Available Tax Increment from both the Railyards West Project Area and the Railyards East Project Area, the proceeds shall be allocated as determined by the parties to this Master Agreement prior to the date of the issuance of such EIFD Bonds (for the purposes of such determination, the respective amounts of Available Tax Increment separately generated from the Railyards West Project Area and the Railyards East Project Area securing the EIFD Bonds and the application of the allocations provided in subsections (a) and Master Funding Agreement for Railyards EIFD| Page 15
(b) of Section 3 of this Master Agreement based upon such weighted usage shall be reasonably considered by the parties).

Subject to such allocation, reimbursement of Indomitable Eligible Costs and DRV Eligible Costs for the Eligible Facilities to be acquired by the City will be disbursed as provided in the Acquisition Agreements, and for the Eligible Facilities not to be acquired by the City will be disbursed as provided in the Project Funding Agreements. (c) From Proceeds of Available Tax Increment. Available Tax Increment, after applicable allocation to and payment of Debt Service, shall be allocated to Indomitable, DRV and the City in accordance with subsections (a) and (b) of Section 3 of this Master Agreement. Subject to such allocation, reimbursement of Indomitable Eligible Costs and DRV Eligible Costs for the Eligible Facilities to be acquired by the City will be disbursed as provided in the Acquisition Agreements, and for the Eligible Facilities not to be acquired by the City will be disbursed as provided in the Project Funding Agreements.
(d) Payment Timing. Any Eligible Cost Invoices will be subject to any payment provisions set forth in any Acquisition Agreement or Project Funding Agreement, as applicable, (whose payment timing provisions shall control in the event of any conflict with the payment timing provisions of this Master Agreement).
(e) Maximum Total Reimbursement. The total reimbursement to Indomitable, DRV and the City for their collective Eligible Costs from any combination of the proceeds of CFD Bonds, proceeds of EIFD Bonds, Available Tax Increment or any other City or Railyards EIFD source may not exceed the Eligible Cost Reimbursement Amount.

Neither the City nor the Railyards EIFD is obligated to reimburse or otherwise pay the Indomitable or DRV for Eligible Costs that are not reimbursed in accordance with this Master Agreement. Indomitable and DRV will be solely responsible for paying all unreimbursed Eligible Costs.
(f) Conflict with Acquisition Agreement or Project Funding Agreement. In the event of any conflict between this Master Agreement and any Acquisition Agreement(s) or Project Funding Agreement(s), as applicable, subsequently entered into by the parties in regard to issues in subsections (a), (b) and (c) of this Section 4, the terms and provisions of the Acquisition Agreement(s) or Project Funding Agreement(s), as applicable, shall govern.

5. Railyards EIFD Retained Tax Increment and Index Adjustments (a) Retained Tax Increment. The following provisions in this subsection (a) shall apply only to Available Tax Increment that has not been pledged pursuant to Section 3(c)(1) of this Master Agreement or in any indenture or fiscal agent agreement in connection with CFD Bonds or EIFD Bonds.
(1) With Respect to DRV and the Music Venue Project.
(A) Start of Construction. If construction of the Music Venue Project has not commenced consistent with building permit(s) issued by the City before Master Funding Agreement for Railyards EIFD| Page 16
January 1, 2028 (if there is any reasonable basis for questioning if such ably
determined by the City Manager or their designee), the Available Tax Increment payable to DRV thereafter shall be retained by the Railyards EIFD and held in the DRV Project Retained Increment Fund. If construction of the Music Venue Project has commenced consistent with building permit(s) issued by the City after January 1, 2028 but prior to January 1, 2031 (if there is any reasonable basis for questioning if such construction has begun, the anager or
their designee), then the Available Tax Increment payable to DRV thereafter shall be paid to DRV as provided in Section 3 of this Master Agreement (except as may be limited by subsection (B) below) and Railyards EIFD shall pay all of the Available Tax Increment retained in the DRV Project Retained Increment Fund to DRV.
(B) Certificate of Occupancy. If the City has not issued a Certificate of Occupancy for the Music Venue Project by January 1, 2031, the Available Tax Increment payable to DRV thereafter shall be retained by the Railyards EIFD in the DRV Project Retained Increment Fund. If the City issues a Certificate of Occupancy for the Music Venue Project after January 1, 2031 but prior to January 1, 2036, then the Available Tax Increment payable to DRV thereafter shall be paid to DRV as provided in Section 3 of this Master Agreement and Railyards EIFD shall pay all of the Available Tax Increment retained in the in the DRV Project Retained Increment Fund to DRV. (C) No Certificate of Occupancy Before 2036. If the City has not issued a Certificate of Occupancy for the Music Venue Project before January 1, 2036, then the City and Railyards EIFD may determine, within thirty (30) calendar days, in their reasonable discretion, to either (a) close DRV Project Retained Increment Fund and transfer any all of the Available Tax Increment contained therein to the City and Indomitable allocated in the following percentages between Indomitable (50%) and the City (50%) to be used to pay the City Eligible Cost Reimbursement Amount and unreimbursed Indomitable Eligible Costs, or (b) grant an extension to DRV regarding the final date before which a Certificate of Occupancy must be issued for the Music Venue Project.
(2) With Respect to Indomitable and the Stadium.
(A) Start of Construction. If construction of the Stadium has not commenced consistent with building permit(s) issued by the January 1, 2028 (if there is any reasonable basis for questioning if such construction has begun, the term reasonably determined by the City Manager or their
designee), the Available Tax Increment payable to Indomitable thereafter shall be retained by the Railyards EIFD and held in the Stadium Project Retained Increment Fund. If construction of the Stadium has commenced consistent with building permit(s) issued by the City after January 1, 2028 Master Funding Agreement for Railyards EIFD| Page 17
but prior to January 1, 2031 (if there is any reasonable basis for questioning determined by the City Manager or their designee), then the Available Tax Increment payable to Indomitable thereafter shall be paid to Indomitable as provided in Section 3 of this Master Agreement (except as may be limited by subsection (B) below) and Railyards EIFD shall pay all of the Available Tax Increment retained in the Stadium Project Retained Increment Fund to Indomitable.
(B) Certificate of Occupancy. If the City has not issued a Certificate of Occupancy for the Stadium by January 1, 2031, the Available Tax Increment payable to Indomitable thereafter shall be retained by the Railyards EIFD in the Stadium Project Retained Increment Fund. If the City issues a Certificate of Occupancy for the Stadium after January 1, 2031 but prior to January 1, 2036, then the Available Tax Increment payable to Indomitable thereafter shall be paid to Indomitable as provided in Section 3 of this Master Agreement and Railyards EIFD shall pay all of the Available Tax Increment retained in the Stadium Project Retained Increment Fund to Indomitable. (C) No Certificate of Occupancy Before 2036. If the City has not issued a Certificate of Occupancy for the Stadium before January 1, 2036, then the City and Railyards EIFD may determine, within thirty (30) calendar days, in their reasonable discretion, to either (a) close Stadium Project Retained Increment Fund and transfer all of the Available Tax Increment retained therein to the City and DRV to be allocated between DRV and the City as provided in Section 3(b)(2) and 3(b)(3) (and treated as if the Indomitable Eligible Costs have been satisfied), or (b) grant an extension to Indomitable regarding the final date before which a Certificate of Occupancy must be issued for the Stadium.
(b) Index Adjustments to DRV Eligible Cost Reimbursement Amount and Indomitable Eligible Costs. The following provisions in this subsection (b) shall apply as contemplated in this Master Agreement.
(1) With Respect to DRV and the Music Venue Project.
(A) Start of Construction. If construction of the Music Venue Project has not commenced consistent with building permit(s) issued by the City before January 1, 2028 (if there is any reasonable basis for questioning if such determined by the City Manager or their designee), the annual increases that accrue to the DRV Eligible Cost Reimbursement Amount as provided in the definition thereof shall thereafter be suspended. If construction of the Music Venue Project has commenced consistent with building permit(s) issued by the City and as reasonably determined by the City Manager or their designee after January 1, 2028 but prior to January 1, 2031, the annual increases to the Master Funding Agreement for Railyards EIFD| Page 18
DRV Eligible Cost Reimbursement Amount shall thereafter resume accruing (except as may be limited by subsection (B) below).
(B) Certificate of Occupancy. If the City issues a Certificate of Occupancy for the Music Venue Project before January 1, 2031, then the annual increases that accrue to the DRV Eligible Cost Reimbursement Amount shall accrue as provided in the definition thereof and any annual increases that would have accrued to the DRV Eligible Cost Reimbursement Amount but were suspended as provided in subsection (A) shall be retroactively applied as if no suspension had occurred. If the City has not issued a Certificate of Occupancy for the Music Venue Project by January 1, 2031, the annual increases that accrue to the DRV Eligible Cost Reimbursement Amount shall thereafter be suspended until such time as the City issues a Certificate of Occupancy for the Music Venue Project, on which date the annual increases to the DRV Eligible Cost Reimbursement Amount shall thereafter resume accruing, except that, as described in the definition of the DRV Eligible Cost Reimbursement Amount, in no event shall any annual increases to the DRV Eligible Cost Reimbursement Amount accrue after December 31, 2038. (2) With Respect to Indomitable and the Stadium.
(A) Start of Construction. If construction of the Stadium has not commenced consistent with building permit(s) issued by the City before January 1, 2028 (if there is any reasonable basis for questioning if such construction has Manager or their designee), the monthly accruals of interest on unreimbursed Indomitable Eligible Costs as provided in the definition thereof shall thereafter be suspended. If construction of the Stadium has commenced consistent with building permit(s) issued by the City after January 1, 2028 but prior to January 1, 2031 (if there is any reasonable basis for questioning determined by the City Manager or their designee), the monthly accruals of interest on unreimbursed Indomitable Eligible Costs shall thereafter resume accruing (except as may be limited by subsection (B) below). (B) Certificate of Occupancy. If the City issues a Certificate of Occupancy for the Stadium before January 1, 2031, then the monthly accruals of interest on unreimbursed Indomitable Eligible Costs shall continue to accrue as provided in the definition thereof and any monthly accruals of interest on unreimbursed Indomitable Eligible Costs that would have accrued but were suspended pursuant to subsection (A) shall be retroactively applied as if no suspension had occurred. If the City has not issued a Certificate of Occupancy for the Stadium by January 1, 2031, the monthly accruals of interest on unreimbursed Indomitable Eligible shall thereafter be suspended until such time as the City issues a Certificate of Occupancy for the Stadium, on which date the monthly accruals of interest on unreimbursed Indomitable Eligible Costs shall thereafter resume accruing, except that, as described in the Master Funding Agreement for Railyards EIFD| Page 19
definition of the Indomitable Eligible Costs, in no event shall any monthly interest on unreimbursed Indomitable Eligible Costs accrue after December 31, 2038.

6. Miscellaneous.
(a) Notices. Except as provided in subsection (o) (Signatures; Counterparts) of this Section 6, any notice or other communication under this Master Agreement, including notices of a change in address, must be in writing and will be considered properly given and effective only when delivered to the persons identified below at the addresses shown below:

If to Indomitable:

Indomitable Ventures, LLC
428 J Street, Suite 700
Sacramento, California 95814

Attention: Kevin M. Nagle

If to DRV:

Downtown Railyard Venture, LLC
3140 Peacekeeper Way
McClellan, California 95652

Attention: Larry D. Kelley, Jr.

If to the City:

City of Sacramento
Office of Innovation and Economic
Development
915 I Street, Fourth Floor
Sacramento, California 95814
Attention: Leslie Fritzsche, Economic
Investment Manager

If to the Railyards EIFD:

City of Sacramento
Department of Finance Infrastructure
Finance Division
915 I Street, 5th Floor
Sacramento, California 95814
Attention: Sini Makisini
(b) Assignments. This Master Agreement binds and inures to the benefit of the parties successors and assigns.
(c) Enforcement. If a party to this Master Agreement or any of its successors, assigns and affiliates acquires any, direct or indirect, right, title or interest in all or any portion of the property within the Railyards EIFD which is subject to the Special Tax or pays property taxes from which the Available Tax Increment is derived has or subsequently acquires any form of tribal sovereign immunity to the enforcement under the laws of the State of California of this Master Agreement and/or any claim, controversy or dispute arising under or related to this Master Agreement, each such party and its successors, assigns and affiliates (i) waive tribal sovereign immunity for the purpose of enforcement under the laws of the State of California of this Master Agreement and/or any claim, controversy or dispute arising under or related to this Master Agreement, (ii) shall not invoke the doctrine of exhaustion of tribal or other administrative remedies to defeat or delay such action, (iii) shall not invoke the doctrine of tribal sovereign immunity to evade such action, (iv) shall enter into a Funding Obligation Agreement pursuant to Section 3(e)(6) of this Master Agreement. Each party and its successors, Master Funding Agreement for Railyards EIFD| Page 20
assigns and affiliates hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of California and of the United States of America located in Sacramento County, California for any actions, suits, proceedings arising out of or relating to this Master Agreement and waive any objection to the laying of venue of any action, suit or proceeding arising therefrom in such courts. Any purchaser, transferee or other holder of any, direct or indirect, right, title or interest in all or any portion of the property within the Railyards EIFD which is subject to the Special Tax or pays property taxes from which the Available Tax Increment is derived, by the acceptance of a deed, assignment or other conveyance document, whether from such party or its successors, assigns or affiliates, shall by the acceptance of such deed, assignment or other conveyance document, be deemed to have consented to, to be bound by, and accepted the terms and conditions of this Master Agreement, which includes, but is not limited to, the waiver of tribal sovereign immunity contained herein. (d) Dispute resolution. If any dispute arises between parties to this Master Agreement as to its subject matter, the parties shall first attempt to resolve the dispute among themselves and shall meet and confer in good faith to provide all information relevant to the dispute so that the parties will have adequate information to resolve the dispute.

If the parties are unable to resolve the dispute among themselves, then the parties shall attempt in good faith to resolve the dispute by mediation conducted in accordance with the Commercial Mediation Rules of the American Arbitration Association. A party may resort to legal action only if the parties are unable to resolve any dispute among themselves or by mediation.
(e) Validation Action. All parties to this Master Agreement recognize that certain issues related the formation and amendment of the Railyards EIFD, the issuance of the EIFD Bonds and the expenditures of Available Tax Increment and EIFD Bond proceeds contemplated herein will be the subject of a judicial validation action to be filed by the City and Railyards EIFD in Superior Court of the State of California, County of Sacramento pursuant to Code of Civil Procedure section 860, et seq., and Government Code sections 53511, 53398.57 and 53398.58. The parties agree to renegotiate this Master Agreement if a validation judgment by said court is not issued in favor of the City and Railyards EIFD to the satisfaction of the parties to this Master Agreement. (f) Binding effect. This Master Agreement binds and inures to the benefit of the parties successors and assigns.
(g) Time of essence. Time is of the essence in the performance of this Master Agreement. (h) Force Majeure.

Agreement is delayed, hindered, or prevented by reason of strikes, lock-outs, labor troubles, inability to procure materials, failure of power, governmental moratorium or other governmental action or inaction (including a failure, refusal, or delay in issuing permits, inspections, approvals, and authorizations), injunction or court order, riots, insurrection, war, terrorism, bioterrorism, fire, epidemic or pandemic, quarantine, earthquake, flood or other natural disaster, or other similar reason of a like nature that Master Funding Agreement for Railyards EIFD| Page 21
obligation will be excused for the duration of the delay, and the time for the performance of the obligation will be extended for a period equal to the duration of the delay. Any party claiming a delay in accordance with this section shall notify the other parties in writing of the delay within thirty (30) days after the delay begins, and the notice must specify the nature and estimated length of the delay; provided, however, the failure to timely deliver such notice shall not be deemed a waiver of prior delays caused by force majeure if documented in a subsequently delivered notice. (i) Severability. If a court with jurisdiction rules that any provision of this Master Agreement is invalid, unenforceable, or contrary to law or public policy, then the parties want the court to interpret it as follows:
(1) by modifying the provision to the minimum necessary to make it enforceable or, if that modification is not permitted by law, by disregarding the provision; (2) by holding that the rest of the Master Agreement will remain in effect as written; (3) by holding that the provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable; and (4) by holding this entire Master Agreement unenforceable if modifying or disregarding the unenforceable provision would result in the failure of an essential purpose of this Master Agreement.
(j) Waiver. A partys failure to insist on strict performance of this Master Agreement or to exercise any right or remedy upon a breach of it will not constitute a waiver of the performance, right, or remedy. A partys waiver of another partys breach of any provision in this Master Agreement will not constitute a continuing waiver or a waiver of any subsequent breach of the same or any other provision. A waiver is binding only if set forth in a writing signed by the waiving party.
(k) Interpretation. This Master Agreement is to be interpreted and applied in accordance with California law, except that the rule of interpretation in California Civil Code section 1654 will not apply.
(l) Attorneys fees. In the event any party shall bring suit against the other to enforce any rights under this Agreement, the prevailing party shall recover from the other, in addition to any other award, an amount equal to reasonable attorneys fees to be fixed by the court.
(m) No third-party beneficiaries. This Master Agreement is solely for the benefit of the parties and is not intended to benefit any third parties. (n) Effective date. This Master Agreement is effective on the date all parties have signed it, as indicated by the dates in the signature blocks below. (o) Signatures; Counterparts. The parties may sign this Master Agreement with electronic or digital signatures. In addition, the parties may sign this Master Agreement in Master Funding Agreement for Railyards EIFD| Page 22
counterparts, each of which will be considered an original, but all of which will constitute the same Agreement. Delivery of a signed counterpart may be accomplished by email transmission of a PDF file as follows:

For delivery to Indomitable, [email protected]

For delivery to DRV, [email protected], with copy to [email protected]

For delivery to the City, [email protected]

For delivery to the Railyards EIFD, [email protected]

(p) Integration and modification.
understanding regarding the matters set forth above and is intended to be their final, complete, and exclusive expression of those matters. It supersedes all prior or contemporaneous agreements, representations, and negotiationswritten, oral, express, or impliedand may be modified only by another written agreement signed by all parties.
(q) Prevailing Wage. Indomitable and DRV each covenant that with respect to any contracts or subcontracts for the construction of any Public Improvements, they will construct all Public Improvements that will be dedicated to the City or any other public agency consistent with all applicable laws and regulations relating to prevailing wages including but not limited to California Labor Code section 1720(c)(2) and the Indomitable and DRV shall each provide, at the written request of the City Engineer, evidence satisfactory to the City Engineer of compliance with the provisions of this subsection (q) with respect to any Public Improvements constructed that may include, but are not limited to, certified payrolls.

[Remainder of page intentionally left blank - Signature page follows]

Master Funding Agreement | Signature Page
Each party is signing this Master Agreement on the date under each partys signature.

INDOMITABLE VENTURES, LLC

By:

Kevin M. Nagle
Manager

Date: _______________, 2025

CITY OF SACRAMENTO

By:

Leyne Milstein
Interim City Manager

Date: _______________, 2025

ATTEST:

By: ________________________________
Mindy Cuppy
City Clerk

APPROVED AS TO FORM:

By: ________________________________
Matthew D. Ruyak
Assistant City Attorney

DOWNTOWN RAILYARD VENTURE,
LLC

By:

Larry D. Kelley, Jr.

Managing Principal

Date: _______________, 2025

CITY OF SACRAMENTO RAILYARDS

ENHANCED INFRASTRUCTURE

FINANCING DISTRICT

By:

Leyne Milstein
Executive Director

Date: _______________, 2025

APPROVED AS TO FORM:

By: ________________________________
Constantine Baranoff
Lozano Smith LLP, EIFD PFA Attorney

1 Recording Requested by and Benefiting
the City of Sacramento, a Government Entity
No Fee Required per Government Code §§6103,
27383, 27388.1(a)(s)(d)

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City Clerk
City of Sacramento
915 I Street
Sacramento, CA 95814

PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT
(City Agreement 2008-0150-6)
, dated for identification
purposes only as June 10, 2025, by and between DOWNTOWN RAILYARD VENTURE, LLC, a Delaware INDOMITABLE LANDCO, LLC, a Delaware limited liability
company

RECITALS

A. LANDOWNER has entered into a Development Agreement with CITY dated November 10, 2016, recorded with the Sacramento County Clerk/Recorder on January 06, 2017, in Book 20170106 at Page 536, and identified as City Agreement 2008-0150-2 , as amended by the Amendment 1 to the Development Agreement, dated October 7, 2021 , and identified as City Agreement 2008-0150-04, and as amended by the Amendment 2 to the Development Agreement, undated (signed by the parties as of May 23, 2023, and identified as City Agreement 2008- 0150-05 (
DA are collectively
rights to develop certain property as more particularly described in the Development Agreement (the

Agreement.

B. LANDOWNER intends to transfer an approximately 31-acre portion of the Property, as more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the tten agreement between LANDOWNER and
ASSIGNEE dated May 1, 2025, for purposes of identification, as has been subsequently amended by the

2 C. Pursuant to the terms and conditions of the Purchase Agreement, LANDOWNER has agreed to construct certain infrastructure within the Project, which are described on Exhibit B attached s .

D. LANDOWNER has agreed to assign to ASSIGNEE, and ASSIGNEE has agreed to assume from LANDOWNER, all of the rights and obligations under the Development Agreement as they relate to the Assigned Parcels, subject to the terms and conditions of this Assignment. CITY has consented to the foregoing assignment and assumption on the terms and conditions set forth below.

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals which are specifically incorporated into the body of this Assignment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Effective Date; Termination. This Assignment shall be effective as of the date that In the event the Purchase
Agreement terminates prior to the closing thereunder, this Assignment shall automatically terminate and the Parties shall have no further obligations hereunder. Unless otherwise specified, all capitalized terms used in this Assignment are used as defined in the Development Agreement. Upon the Effective Property

2. Assignment and Assumption. As of the Effective Date, LANDOWNER hereby assigns and transfers to ASSIGNEE a
relate to the Assigned Parcels, excepting the Excluded Obligation, and ASSIGNEE hereby accepts and assumes all of the duties and obligations of LANDOWNER under the Development Agreement, excepting the Excluded Obligation, as they relate to the Assigned Parcels. ASSIGNEE hereby agrees to observe and fully perform all of the duties and obligations of LANDOWNER under the Development Agreement, excepting the Excluded Obligation, and to be subject to all of the terms and conditions of the Development Agreement, with respect to the Assigned Parcels. For avoidance of doubt, (i) LANDOWNER and ASSIGNEE have agreed that as between them LANDOWNER shall be responsible for complying with the Excluded Obligation and ASSIGNEE shall not be responsible for complying with the Excluded Obligation, (ii) notwithstanding anything to the contrary in the Development Agreement (including, without limitation, Section 2.8.3 of the Development Agreement) or otherwise, LANDOWNER shall have no approval, consent, or similar rights under the Development Agreement with respect to the Assigned Parcels, including any uses, entitlements, or changes in use proposed by Assignee (or otherwise affecting the Assigned Parcels), and (ii
the development of any portion of the Assigned Parcels as part of the SPDR process subject to the terms of the Development Agreement (

3. Assumption Terms and Conditions. LANDOWNER and ASSIGNEE understand and agree that this Assignment is subject in particular to Section 2.7 of the Original DA, which reads as follows:

Assignment.

2.7.1. Right to Assign. LANDOWNER shall have the right to freely sell, alienate, transfer, assign, lease, license and otherwise convey all or any portion of the Property 3 and improvements thereon, and 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 that no partial transfer shall be permitted to cause a violation of the Subdivision Map Act (Government Code Section 66410 et seq.).

LANDOWNER shall notify CITY of any sale, transfer or assignment of all of thereof to CITY in the manner provided in Section 9.2 not later than thirty (30) days before the effective date of such sale, transfer or assignment the assignment; provided, sale, transfer or assignment and provided further that any successor in interest in ownership of all or a portion of the Property shall not benefit from the Vested Rights conferred herein without entering into an Assignment and Assumption Agreement with CITY.

2.7.2. Release of LANDOWNER. LANDOWNER shall remain obligated to perform all terms and conditions of this Agreement unless the purchaser, transferee, or ASSIGNEE delivers to CITY a fully executed Assignment and Assumption Agreement to assume all of the obligations of LANDOWNER under this Agreement with respect to the Property, or such portion thereof sold, transferred or assigned, for Development of the If the purchaser, transferee, or ASSIGNEE delivers to CITY a fully executed Assignment and Assumption Agreement to assume less than all of the obligations of LANDOWNER under this Agreement with respect to the Property, or such of this Agreement unless CITY executes the Partial Assignment. CITY shall release LANDOWNER from the duties, liabilities and obligations under this Development Agreement with respect to the interest(s) sold, assigned or transferred as set forth in the Full Assignment or Partial Assignment only if LANDOWNER is not in default under this Agreement as of the effective date of the Full Assignment or Partial Assignment.

2.7.3 Assignees. ASSIGNEE shall be obligated and bound by the terms and conditions of this Agreement if ASSIGNEE, LANDOWNER, and CITY execute a Full Assignment or Partial Assignment, and shall be the beneficiary hereof and a party hereto, only with respect to the Property, or such portion thereof, sold, assigned, or transferred to ASSIGNEE by LANDOWNER (the portion of the Property sold, assigned, or transferred to ASSIGNEE ASSIGNEE shall
observe and fully perform the duties and obligations of LANDOWNER under this Agreement that relate to th
Partial Assignment. CITY shall release ASSIGNEE
and obligations under this Agreement with respect to the interest(s) that are not sold, assigned or transferred to ASSIGNEE as set forth in the Full Release or Partial Release. A Full Assignment shall be deemed to be to the satisfaction of the City Attorney if executed substantially in form of the Assignment and Assumption Agreement attached hereto as Exhibit 1 and incorporated herein by this reference, or such other form as is proposed by LANDOWNER, and approved by the City Attorney prior to the effective date of the assignment. A Partial Assignment is subject to approval by the City Attorney and must be approved by
4 4. Assignee Development Agreement. Upon the written request of CITY, ASSIGNEE agrees to enter into a separate development agreement with respect to the Assigned Parcels in accordance with the same terms and conditions as set out in the Development Agreement, subject only to those changes in the Development Agreement that are mutually agreed to by both CITY and ASSIGNEE, and subject to processing of the approval of that development agreement in Procedural Ordinance.

5. Initial Term and Extensions.
(i) In accordance with Section 2.1.1.2 of the Original DA, as of the Effective Date, the 1st Development Milestone shall be allocated between and separately applicable to the extension of the Term of the Development Agreement for the Remaining Property and to the extension of the Term of the Development Agreement for the Assigned Parcels as follows:

Allocation to Remaining Property:

Non-Residential Sq. Ft. Residential Units
1,614,200 3,228

Allocation to Assigned Parcels:

Non-Residential Sq. Ft. Residential Units
385,800 772

For the purpose of determining if the 1st Development Milestone has been reached separately for the Remaining Property or the Assigned Parcels, the compliance with above allocations of non- residential square footage and residential units shall be based upon completed construction, based on occupancy permits or certificates issued, upon the Remaining Property and the Assigned Parcels, as applicable, and shall not be aggregated between the Remaining Property and the Assigned Parcels. For clarification, the Term of the Development Agreement may be individually extended for Remaining Property or the Assigned Parcels, as applicable, depending on each separately reaching its allocated 1st Development Milestone.
(ii) In accordance with Section 2.1.1.3 of the Original DA, as of the Effective Date, the 2nd Development Milestone shall be allocated between and separately applicable to the extension of the Term of the Development Agreement for the Remaining Property and to the extension of the Term of the Development Agreement for the Assigned Parcels as follows:

Allocation to Remaining Property:

Non-Residential Sq. Ft. Residential Units
2,219,525 4,035

Allocation to Assigned Parcels:

Non-Residential Sq. Ft. Residential Units
530,475 965

5 For the purpose of determining if the 2nd Development Milestone has been reached separately for the Remaining Property or the Assigned Parcels, the compliance with above allocations of non- residential square footage and residential units shall be based upon completed construction, based on occupancy permits or certificates issued, upon the Remaining Property and the Assigned Parcels, as applicable, and shall not be aggregated between the Remaining Property and the Assigned Parcels. For clarification, the Term of the Development Agreement may be individually extended for Remaining Property or the Assigned Parcels, as applicable, depending on each separately reaching its allocated 1st Development Milestone.

6. Mixed Income Housing Strategy. In accordance with Section 3.8 of the Original DA, as of the Effective Date, the obligation to develop the number of affordable housing units within the Property by the LANDOWNER set forth in Table 1 of the Mixed Income Housing Strategy shall be allocated between and separately applicable to the Remaining Property and the Assigned Parcels as follows:

Allocation to Remaining Property:

Phase Housing Units
Per Phase
Affordable Units
Developed
(at 40% to 60% AMI)
or land dedicted
Commulative
Housing Units
Developed
1 2,421 242 units 2,421
2 1,211 81 units and/or land
dedication 3,632
3 1,211 81 units and/or land
dedication 4,834
4 1,614 81 units and/or land
dedication 6,448
5 1,614 8,071

Allocation to Assigned Parcels:

Phase Housing Units
Per Phase
Affordable Units
Developed
(at 40% to 60% AMI)
or land dedicted
Commulative
Housing Units
Developed
1 579 58 units 579
2 289 19 units and/or land
dedication 868
3 289 19 units and/or land
dedication 1,157
4 386 19 units and/or land
dedication 1,543
5 386 1,929

As of the Effective Date, any affordable units that have been constructed at the Property shall be allocated to the Remaining Property. For clarification, the above allocations of affordable units per 6 phase shall be separately assessed to the Remaining Property and to the Assigned Parcels, as applicable, and shall not be aggregated between the Remaining Property and the Assigned Parcels.

7. Allocation of Density of the Development Program at the Property. Table 3-2 attached to the Specific Plan describes the maximum allowable development program at the Property as follows:
a. 6,000 to 10,000 Residential Units.
b. 514,270 square feet of Retail.
c. 2,757,027 to 3,857,027 square feet of Office.
d. 771,405 square feet of Flexible Mixed-Use.
e. 1,228,000 square feet of Medical Campus.
f. 485,390 square feet of Historic and Cultural.
g. 25,000 seat capacity Stadium.
h. 30 acres of Open Space.

As of the Effective Date, the Assigned Parcels are allocated the following portions of the Property Development Density, with the remainder of the Property Development Density allocated to the Remaining Property:

a. 1,158 to 1,929 Residential Units.
b. 99,216 square feet of Retail.
c. 531,903 to 744,122 square feet of Office.
d. 148,824 square feet of Flexible Mixed Use.
e. 25,000 seat capacity Stadium.
f. 0.5 acres of Open Space.

8. No Cross-Default. The Parties acknowledge and agree that following the Effective Date the respective obligations of LANDOWNER and ASSIGNEE under the Development Agreement shall be separate and independent from one another, such that a default by LANDOWNER of any of the LAND
will not constitute a default under the Development Agreement by ASSIGNEE, and a default by constitute a default under the
Agreement shall apply only to the Party, and the Property or Assigned Parcels, that is the subject of the default. Any duties and obligations under the Development Agreement that apply to both the Assigned Parcels and the remaining Property must be complied with by both LANDOWNER and ASSIGNEE, as applicable.

9. Master Developer Default of Improvement Obligations. If LANDOWNER, as the Master Developer of the Property, defaults in the performance of any of its improvement obligations under the Development Agreement, construction of the Excluded Obligations, or other permits, entitlements, or agreements that could impact the timing or ability of ASSIGNEE to commence and pursue its grading, construction-related activities at the Assigned Parcels and confer and cooperate in good faith with ASSIGNEE to determine what LANDOWNER improvement obligations remain to be completed. Although CITY agrees to meet and confer and cooperate in good improvement obligations under the Development Agreement, or other permits, entitlements, or 7 agreements that could impact the timing or ability of ASSIGNEE to commence and pursue its grading, construction-related activities at the Assigned Parcels.

10. Development Agreement Status. As of the Effective Date of this Agreement, (i) the Development Agreement is in full force and effect and a binding obligation of the LANDOWNER and the CITY, and (ii) the CITY has not declared LANDOWNER to be in default of its obligations under the Development Agreement.

11. SPDR Offsite Conditions. CITY makes no representation or assurance as to the terms, conditions, or scope of any SPDR Offsite Condition that may be imposed by CITY as part of the SPDR process, other than that CITY will comply with City Code chapter 17.808 and the terms of the Development Agreement. If CITY issues a SPDR permit for any portion of the Assigned Parcels that includes conditions that SPDR Offsite Conditions be completed, ASSIGNEE and LANDOWNER shall have the right to request that CITY enter into an offsite improvement agreement with LANDOWNER which of financial assurances acceptable to CITY assuring the payment and performance of the assumed construction obligations. The terms and conditions of any OIA are subject to the written approval of CITY and LANDOWNER, which approval the parties may withhold in their sole discretion, and no representation or warranty is made by either CITY or LANDOWNER as to the content of the terms and conditions of the OIA or whether an agreement shall be reached. Subject to the foregoing, CITY and LANDOWNER shall use their respective good faith efforts to determine if acceptable terms and ASSIGNEE and LANDOWNER to initiate such process, provided that the failure of CITY and LANDOWNER to reach such agreement within such time period shall not constitute a breach of the Development Agreement. The execution of an OIA by CITY and LANDOWNER does not bar CITY from pursuing any remedy allowed by law against ASSIGNEE for failing to comply with the SPDR permit, including failing to complete the SPDR Offsite Conditions. CITY shall use its good faith efforts to enforce its rights and pursue remedies under the OIA against LANDOWNER prior to taking action against ASSIGNEE; provided, however, (i) no representation or assurance, of any kind, is made by the CITY that such enforcement improvement obligations under the OIA, or other permits, entitlements, or agreements that could impact the timing or ability of ASSIGNEE to commence and pursue its grading, construction-related activities, or opening of the intended improvements
successful completion of all required obligations set forth in the OIA completion of the corresponding SPDR Offsite Conditions that were imposed on the SPDR permit.

12. Successors and Assigns. All of the covenants, terms and conditions set forth in this Assignment shall, upon recordation, run with the land and shall be binding upon and inure to the benefit of the Parties and to their respective heirs, successors and assigns.

13. Legal Advice. ASSIGNEE agrees that it has read, and has sought and received all required legal and other expert consultation with regard to the duties and obligations set out in the Development Agreement to which ASSIGNEE is hereby bound, and fully understands all of its terms and conditions.

ASSIGNEE further agrees that: (i) LANDOWNER has furnished ASSIGNEE with a copy of all documents and materials containing or relating to terms and conditions of development of the Assigned Parcels; (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 public financing mechanisms and obligations inherent in such documents 8 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, in addition to the express terms and conditions of the Development Agreement.

14. Representations; Entire Agreement. ASSIGNEE hereby affirms and acknowledges that CITY has not made any representations, commitments or promises to ASSIGNEE that are contrary to or different from the express terms and conditions of the Development Agreement, unless such terms and conditions have been set forth in writing and approved by ASSIGNEE and the City Council prior to the execution of this Assignment. This Assignment contains the entire agreement of the Parties, no other understanding whether verbal, written or otherwise exists between the Parties, and no prior verbal or written communications regarding this Assignment shall be binding on any Party.

15. Further Assurances. The Parties agree to execute all such additional instruments and documents and to take all such additional actions, as may be reasonable and necessary to carry out the provisions of this Assignment.

16. Notices. All notices required or provided for under this Assignment shall be in writing and delivered in person or sent by certified mail, postage prepaid, return receipt requested, to the principal offices of the other Parties 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(ies) as indicated below:

Notice to the CITY:

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

Downtown Railyard Venture, LLC
3140 Peacekeeper Way
McClellan, California 95652
Attn: Larry D. Kelley Jr.

Managing Principal
Tel: (916) 965-7100
E-Mail: [email protected]

Downtown Railyard Venture, LLC
3140 Peacekeeper Way
McClellan, California 95652
Attn: Jay Heckenlively
General Counsel
Tel: (916) 965-7100
E-Mail: [email protected]

9 Notice to the ASSIGNEE:

Indomitable Ventures, LLC
4370 Town Center Boulevard, Suite 230
El Dorado Hills, CA 95762
Attn: Kevin M. Nagle
E-Mail: [email protected]
Delfino Madden, LLP
500 Capitol Mall, Suite 1550
Sacramento, CA 95814
Attn: Jeffrey M. Koewler
Tel: (916) 661-5696
E-Mail: [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(ies) in the manner provided herein.

17. Governing Law. The Assignment shall be governed by and construed in accordance with the laws of the State of California.

18. Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original (including copies sent to a Party by facsimile or electronic transmission) as against the Party signing such counterpart, but which together shall constitute one and the same instrument.

19. Release of LANDOWNER. Upon execution and delivery of this Agreement by CITY, CITY hereby releases LANDOWNER from all duties, liabilities and obligations related to the Assigned Parcels pursuant to the Development Agreement, except for Excluded Obligations. [The remainder of this page intentionally left blank]

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

LANDOWNER:

DOWNTOWN RAILYARD VENTURE, LLC, a Delaware limited liability company

By: LDK RAILYARDS, LLC, a California limited liability company Its: Manager

By: LDK VENTURES, LLC, a California limited liability company Its: Member

By:

Name: Larry D. Kelley, Jr.

Its: Manager

ASSIGNEE:

INDOMITABLE LANDCO, LLC, a Delaware limited liability company

By:

Name: Kevin M. Nagle
Its: Manager

CITY:

CITY OF SACRAMENTO, a Municipal Corporation

By:

Name: Michael Jasso
Its: Assistant City Manager

Attest:

By:

Title: Assistant City Clerk

Approved as to Form:

By:

Title: Senior Deputy City Attorney

(ATTACH NOTARY ACKNOWLEDGMENTS)

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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

STATE OF CALIFORNIA )
) ss.

COUNTY OF SACRAMENTO )
On , before me, ,
Notary Public Date
personally appeared , Name of Signer(s)
Who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED

DOCUMENT
Individual
Corporate Officer

___________________
Title(s) Title or Type of Document
Partner(s) Limited
General
Attorney-In-Fact Number of Pages
Trustee(s)
Guardian/Conservator
Other:

Signer is Representing:

Name of Person(s) or Entity(ies)
Date of Document

Signer(s) Other Than Named Above

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA )
) ss.

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

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED

DOCUMENT
Individual
Corporate Officer

___________________
Title(s) Title or Type of Document
Partner(s) Limited
General
Attorney-In-Fact Number of Pages
Trustee(s)
Guardian/Conservator
Other:

Signer is Representing:

Name of Person(s) or Entity(ies)
Date of Document

Signer(s) Other Than Named Above

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA )
) ss.

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

WITNESS my hand and official seal.

Signature of Notary Public

OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED

DOCUMENT
Individual
Corporate Officer

___________________
Title(s) Title or Type of Document
Partner(s) Limited
General
Attorney-In-Fact Number of Pages
Trustee(s)
Guardian/Conservator
Other:

Signer is Representing:

Name of Person(s) or Entity(ies)
Date of Document

Signer(s) Other Than Named Above

Exhibit A
Legal Description of Assigned Parcels

The land situated in the City of Sacramento, County of Sacramento, State of California, described as follows:

All that real property situated in the City of Sacramento, County of Sacramento, State of California and being a portion of Parcel 2 as described in that certain Grant Deed Recorded October 17, 2018 in Book 20181017, Page 0799, Sacramento County Official Records, and being a portion of the remainder parcel as shown on the final map entitled "The Railyards Unit No. 2", filed in Book 409 of Maps, Page 1, said County Records. More particularly described as follows:

Beginning at the intersection of 7th Street and North 'B' Street as shown on record of Survey Filed July 1, 2004 in Book 66 of Surveys, Page 15, Sacramento County Official Records. Said point lying on the North boundary of said Parcel 2; thence along the boundary of said Parcel 2, common with the boundary of said remainder parcel the following 22 courses:

1. Thence South 71° 36' 52" East, 616.79 feet;

2. Thence South 56° 40' 59" East, 155.27 feet;

3. Thence South 47° 19' 40" East, 75.74 feet;

4. Thence to the right along the arc of a 296.67 foot radius, non-tangent curve, concave to the Southwest, having a radial bearing of North 35° 28' 18" East, a central angle of 15° 33' 22", and an arc length of 80.55 feet;

5. Thence South 38° 58' 10" East, 61.00 feet;

6. Thence to the right along the arc of a 296.57 foot radius, tangent curve, concave to the Southwest, having a central angle of 08° 09' 56", and an arc length of 42.27 feet;

7. Thence South 30° 48' 14" East, 55.84 feet;

8. Thence to the left along the arc of a 371.79 foot radius, tangent curve, concave to the Northeast, having a central angle of 06° 34' 46", and an arc length of 42.69 feet;

9. Thence South 37° 23' 00" East, 14.72 feet;

10. Thence South 38° 59' 32" East, 10.00 feet;

11. Thence South 40° 35' 03" East, 14.72 feet;

12. Thence to the left along the arc of a 371.79 foot radius, tangent curve, concave to the Northeast, having a central angle of 06° 34' 46", and an arc length of 42.69 feet;

13. Thence South 47° 09' 49" East, 20.41 feet;

14. Thence to the left along the arc of a 372.24 foot radius, tangent curve, concave to the Northeast, having a central angle of 08° 20' 43", and an arc length of 54.22 feet;

15. Thence South 18° 25' 08" West, 37.18 feet;

16. Thence South 38° 51' 44" East, 185.20 feet;

17. Thence South 71° 36' 14" East, 609.61 feet;

18. Thence South 18° 28' 51" West, 342.82 feet to a point on the North boundary of Parcel B, as described in Document Recorded December 28, 2006, in Book 20061228, Page 1681, Sacramento County Official Records;

19. Thence along the Northerly boundary of said Parcel B, North 71° 31' 30' West, 93.07 feet;

20. Thence continuing along last said boundary, to the left along the arc of a 1,370.00 foot radius tangent curve, concave to the South, having a central angle of 29° 45' 03", and an arc length of 711a.37 feet;

21. Thence continuing along last said boundary, South 78° 43' 28" West, 1,371.35 feet;

22. Thence continuing along last said boundary, to the left along the arc of a 500.00 foot radius, tangent curve, concave to the South, having a central angle of 08° 32' 54", and an arc length of 74.60 feet to a point on the centerline of said 7th Street;

Thence along said centerline of 7th Street, to the right along the arc of a 8,500.00 foot non tangent curve, having a radial bearing of North 72° 47' 18" West, a central angle of 04° 57' 30", and an arc length of 735.58 feet; thence continuing along said centerline of 7th Street, North 22° 10' 12" East, 241.12 feet; thence continuing along said centerline of 7th Street, to the left along the arc of a 8,500.00 foot radius, tangent curve, having a central angle of 03° 39' 34", and an arc length of 542.89 feet; thence continuing along said centerline of 7th Street, North 18° 30' 38" East, 155.59 feet to the point of beginning.

Shown as Parcel 1 on that certain document entitled "Certificate of Compliance For Lot Line Adjustment" recorded July 19, 2019, in Book 20190719, Page 0343, of Official Records.

Exhibit B
Excluded Obligations

1 MASTER COMPLIANCE AGREEMENT

This Master Compliance Agreement ("Agreement"), dated for reference purpose as June 10, 2025, is entered into by and between the City of Sacramento ("City"), Indomitable Ventures, LLC, a Delaware limited liability IndomitableIndomitable Parties (as hereinafter defined), DRV. The City,
Indomitable, Indomitable Parties, and DRV are sometimes each referred to as a "Party" and collectively as the "Parties."

RECITALS

A. Indomitable is the parent company of: (i) Indomitable LandCo, LLC, a Delaware limited liability company LandCo East
of 7th Land Railyardsii) Indomitable StadiumCo, LLC,
a Delaware limited liability company StadiumCo lease a portion of the East of 7th Land Stadium Land from LandCo, upon which StadiumCo will construct a multi-use stadium which complies with the requirements of the United Soccer League with a minimum seating capacity of 12,000 Stadium; and (iii) Sac Soccer USL, LLC, a Delaware limited liability company TeamCo owns the USLCoperating rights for the USLC team currently known as the Sacramento Republic FC (Team). The East of 7th Land and the Stadium Land located therein are described on Exhibit A attached hereto. LandCo, StadiumCo, and TeamCo are collectively the Indomitable Parties

B. On November 12, 2024, the City, Indomitable, and DRV approved Preliminary Term Sheets (Term Sheets), setting forth the Parties' desires and intentions regarding (i) the development of Stadium on t he Sta di um L an d, that will serve as the Teams home and be used to host the Team's home games, and will also host family shows, concerts, events, and other sporting and entertainment events that StadiumCo elects to host at the Stadium; (ii) the ownership, financing, design, development, construction, occupancy, use, maintenance, and operation of the Stadium (the Stadium Project), (iii) the sale of certain land within the Railyards by DRV to the City convenient for buildout of the Sacramento Valley Station Area Plan; (iv) the sale of the East of 7th Land by DRV to Indomitable, (v) construction of certain open space improvements on portions of Lot 21a, 21b, 21c, 22 and Lot 10, and the structural renovation for seismic and life safety improvements to the historic buildings located on Lots 24, 25, 26, and 27, all as shown on the Sacramento Railyards Tentative Master Parcel Map (City Resolution No. 2016-0387), and (vi) certain other matters.

C. As contemplated by the Term Sheets, the City, Indomitable, and DRV are entering into that certain Comprehensive Project Agreement for the Sacramento Railyards Multi -Pur pose St adium & Central Shops ("CPA"), pursuant to which the Parties, as applicable, are also entering into the Project Agreements (as defined in the CPA), which includes this Agreement. The Project Agreements and certain other documents contemplated by the Term Sheets entered into by the Parties, as applicable, are listed on Exhibit B Master Transaction Documents

D. Indomitable, Indomitable Parties and DRV are limited liability companies formed under Delaware law. Each such entity has direct and indirect membership interests, as applicable, held by separate federally recognized Indian tribes (each a Tribe and, as a result of such ownership, legal concepts, such , may provide such entities with sovereign immunity in certain circumstances. To avoid tribal sovereign immunity issues, the Parties desire to enter into this Agreement to provide a current and future waiver of any sovereign immunity that the Waiving Parties (as hereinafter defined) may have, directly or indirectly, which could, if not waived, prevent the enforcement of any of the Master Transaction Documents under the laws of the State of California as more particularly set forth herein. 2 NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement agree as follows:

AGREEMENT

1. Definitions.

a. Effective Date. The date of the closing upon which DRV transfers fee title of the East of 7th Land to Indomitable or LandCo, as applicable, shall be referred to as the Effective Date

b. Master Transaction Documents Master Transaction Documents shall include any written amendments, supplements or addendums to such documents by the applicable Parties in effect as of the Effective Date or that become effective thereafter.

c. Waiving Parties. Indomitable, Indomitable Parties and DRV are collectively Waiving Parties Waiving Party For clarification purposes, (i) no Tribe is waiving their individual tribal sovereign immunity, and (ii) the waiver of tribal sovereign immunity addressed in this Agreement is limited to the entities that comprise the Waiving Parties and the Waiving Party Successors and Assigns to the extent that any such entity acquires tribal sovereign .

d. Waiving Party Successors and Assigns. Any successors and assigns of any direct or indirect interest of a Waiving Party under any or more of the Master Transaction Documents is referred Waiving Party Successors and Assigns
and Assigns may or may not have a direct or indirect interest in a parcel(s) located within the Railyards and/or the East of 7th Land.

2. Waiver by Limited Liability Companies. To the extent that any Waiving Party possesses as of the Effective Date or subsequently acquires following the Effective Date any form of tribal sovereign t or by way of any other legal concept, each Waiving Party, for itself and on behalf of its Waiving Party Successor and Assigns, (a) waives its tribal sovereign immunity for the limited purpose of (1) any available legal or equitable enforcement of the Master Transaction Documents in accordance with the terms and conditions thereof under the laws of the State of California, and/or (2) any claim, controversy or dispute arising under the Master Transaction Documents under the laws of the State of California, (b) shall not invoke the doctrine of exhaustion of tribal or other administrative remedies to defeat or delay such action, and (c) shall not invoke the doctrine of tribal sovereign immunity to evade such action. The waiver set forth in this Section 2 is intended to be broadly construed to include the acquiring, directly or indirectly, of any form of tribal sovereign immunity by any Waiving Party or its Waiving Party Successor and Assigns through any current or subsequently enacted federal or state law, statue, ordinance or regulation or any determination through any federal or state court action, including t
theory that may apply now or in the future.

3. Transfer. Following the Effective Date, any purchaser, assignee or other holder of any, direct or indirect, right, title or interest of a Waiving Party or its Waiving Party Successor and Assigns in (i) any of the Master Transaction Documents, or (ii) all or any portion of the of the Railyards and/or the East of 7th Land which remains subject to any of the Master Transaction Documents, by the acceptance of a deed, assignment or other conveyance document shall by the acceptance of such deed, assignment or 3 other conveyance document, be deemed to have consented to, to be bound by, and accepted the terms and conditions of this Agreement, which includes the waiver set forth in Section 2 above.

4. Integration into Master Transaction Documents. The Parties expressly agree that the terms and conditions of this Agreement are incorporated into each and every Master Transaction Document and that, notwithstanding any provision of the Master Transaction Documents to the contrary, the provisions of this Agreement shall control any inconsistency that would adversely effect, minimize or eliminate the provisions of Section 2 and 3 above.

5. Dispute Resolution.

5.1 Process. Any dispute between the Parties arising from this Agreement shall be resolved in accordance with this Section 5.

5.2 Direct Communication. As soon as reasonably possible after a dispute is identified, each Party shall set forth its position in the dispute in written correspondence delivered to the other Parties. Within f i f t e en ( 15) days after delivery, representatives of each Party involved shall meet at a mutually agreed time and place to attempt, with diligence and in good faith, to resolve and settle the dispute.

5.3 Mediation.

(A) Resort to Mediation. If the dispute is not resolved through direct communication as provided in Section 5.2 by the date that is ten (10) days after the initial meeting, any Party to such dispute may request appointment of a neutral and properly credentialed mediator with expert knowledge and practical experience regarding the subject in dispute.

(B) Choice of Mediators. The requesting Party shall provide a list of three possible mediators from the current panel of American Arbitration Association mediators to the Party. The Party shall then select the mediator to be used to mediate the dispute from that list.

(C) Length of Mediation. The Parties shall then participate in good faith in a mediation session. Notwithstanding the foregoing, the Parties may agree in writing to extend the mediation proceedings.

(D) Location. Any mediation proceedings shall take place in the City of Sacramento, unless otherwise mutually agreed by the Parties.

(E) Cost Sharing. The cost of the mediation shall be divided equally between the Parties to the dispute.

5.4 Mediation Failure. If the Parties do not resolve the dispute after engaging in this mediation process, each Party shall be entitled to bring an appropriate action or proceeding in any court of competent jurisdiction to vindicate its rights under this Agreement subject to Section 6.14 below.

5.5 Injunctive Relief. Notwithstanding any provision of this Agreement to the contrary, any Party may seek injunctive relief or another form of ancillary relief (including writs of mandamus) at any time from any court of competent jurisdiction. If a dispute requires emergency relief before the matter may be resolved under Section 5, notwithstanding the fact that any court of competent 4 jurisdiction may enter an order providing for injunctive or another form of ancillary relief, the Parties expressly agree that Section 5.2 and 5.3 still govern the ultimate resolution of any portion of the dispute.

6. Miscellaneous

6.1 Additional Agreements. Each Party shall execute and deliver to the other Parties such further instruments, documents or assurances, and take such further action, as shall be reasonably required to carry out the purposes and intent of this Agreement.

6.2 Notices. Any notice or other communication under this Agreement must be in writing and will be considered properly given and effective only when mailed or delivered in the manner provided by this section to the persons identified below. A notice or other communication that is mailed will be effective or will be considered to have been given on the third day after it is deposited in the U.S. Mail (certified mail and return receipt requested), addressed as set forth below, with postage prepaid.

A notice or other communication sent in any other manner will be effective or will be considered properly given when actually delivered.

If to Indomitable and/or
the Indomitable Parties:

Indomitable Ventures, LLC
Kevin M. Nagle
428 J Street, Suite 700
Sacramento, California 95814

Wilton Rancheria Sports Authority
Jesus Tarango, Chief Executive Officer
9728 Kent Street
Elk Grove, CA 95624
[email protected]

With copies to:

Womble Bond Dickinson (US) LLP
Stephen Hart, Partner
201 East Washington Street, Suite 1200,
Phoenix, AZ 85004
[email protected]

Coyle & Koewler LLP
Jeffrey M. Koewler, Partner
500 Capitol Mall, Suite 1550
Sacramento, CA 95814
[email protected]
If to DRV:

Downtown Railyard Venture, LLC
Denton Kelley, Managing Principal
3140 Peacekeeper Way
McClellan, California 95652
[email protected]
With copies to:

Downtown Railyard Venture, LLC
Jay Heckenlively, General Counsel
3140 Peacekeeper Way
McClellan, California 95652
[email protected]
If to the City:

Michael Jasso, Assistant City Manager
915 I Street, Fifth Floor
Sacramento, CA 95814
[email protected]

Matthew Ruyak, Assistant City Attorney
915 I Street, Fourth Floor
Sacramento, CA 95814
[email protected]

5 6.3 Binding effect
successors and assigns, which includes the Waiving Party Successors and Assigns.

6.4 Severability. If a court with jurisdiction rules that any nonmaterial part of this Agreement is invalid, unenforceable, or contrary to law or public policy, then the rest of this Agreement remains valid and fully enforceable.

6.5 Waiver of Performance, Right, or Remedy.
performance of this Agreement or to exercise any right or remedy upon a breach of it will not constitute a in this Agreement will not constitute a continuing waiver or a waiver of any subsequent breach of the same or any other provision. A waiver is binding only if set forth in a writing signed by the waiving party.

6.6 Interpretation. This Agreement is to be interpreted and applied in accordance with California law, except that the rule of interpretation in California Civil Code section 1654 will not apply.

The term "including" shall mean "including, without limitation" and "including, but not limited to" and shall not be interpreted to imply any limitation on the more general preceding provision unless otherwise expressly stated. All references in this Agreement to Sections or Exhibits refer to the Sections and Exhibits of this Agreement unless otherwise expressly stated. Each Exhibit referenced in this Agreement is incorporated herein by reference and made a part hereof. The headings and captions of the Sections and Exhibits are included for convenience only and shall have no effect upon the construction or interpretation of this Agreement.

6.7 . In the event any Party shall bring suit against the other to enforce any rights under this Agreement, the prevailing Party shall recover from the other, in addition to any other award, an amount equal to

6.8 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and each of their respective Waiving Party Successors and Assigns and is not intended to benefit any third parties. For clarification purposes, the waiver provided under Section 2: (i) is only enforceable by the Parties and each of their respective Waiving Party Successors and Assigns; and (ii) does not create any third-party beneficiary rights to suits or private causes of action in favor of third parties.

6.9 Counterparts. The Parties may sign this Agreement in counterparts, each of which will be considered an original, but all of which will constitute the same Agreement. Facsimile signatures or signatures transmitted by email or other electronic means shall be effective to bind each of the Parties hereto.

6.10 Integration and Modification
understanding regarding the matters set forth above and is intended to be their final, complete, and exclusive expression of those matters. It supersedes all prior or contemporaneous agreements, representations, and negotiationswritten, oral, express, or impliedand may be modified only by another written agreement signed by all parties.

6.11 Obligations of the Parties. The obligations and undertakings of the Parties under or in accordance with this Agreement are obligations solely of the Parties themselves and no recourse shall be had, whether in contract, in tort, or otherwise against any officer, director, employee, agent, member, volunteer, or representative of any Party in his or her individual capacity on account of any obligation or undertaking of or any act or omission by any Party under or pursuant to this Agreement.

6.12 Relationship of the Parties. The Parties do not intend to create any agency, 6 partnership, joint venture, trust, or other relationship with duties or incidents different from those of parties

6.13 Representations. Each Party hereby represents and warrants to the other that it has all necessary right, power, and authority to enter into this Agreement. Additionally, each Party represents and warrants that the execution and delivery of this Agreement and the performance and observance of all obligations and conditions to be performed or observed by each Party hereunder have been duly authorized by all necessary action of such Party. This Agreement, when fully executed and delivered by each Party, shall constitute the legal, valid, and binding obligation of the Parties, enforceable in accordance with the terms hereof.

6.14 Governing Law & Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. In the event of any proceedings regarding this Agreement, the Parties agree that the venue shall be the state courts of California or the U.S. District Court for the Eastern District of California.

6.15 Estoppel Certificate. Each of the Parties agrees that within fifteen (15) business days after receipt of a written request by any other Party, the requested Party shall execute, acknowledge, and deliver to the requesting party a statement in writing certifying (a) that this Agreement is unmodified and in full force and effect or, if there have been modifications, that the same is in full force and effect as modified and identifying the modifications; (b) that no Party is, to the knowledge of such Party, in default under any provisions of this Agreement or, if there has been a default, the nature of such default; and (c) any other information reasonably requested.

6.16 No Personal Liability to Representatives and Owners. No owner, member, officer, director, manager, employee, agent, appointee, representative, or other individual acting in any capacity on behalf of either of the Parties or their Affiliates shall have any personal liability or obligations under, pursuant to, or with respect to this Agreement and/or any of the Master Transaction Documents for any reason whatsoever.

6.17 Construction. The Parties acknowledge that each Party has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement or any amendments or exhibits thereto.

6.18 Survival. The Parties agree the terms and conditions of this Agreement shall survive for a period of four (4) years following the date on which the last of the Master Transaction Document terminates.

[Remainder of page intentionally left blank - Signature page follows]

7 INDOMITABLE VENTURES, LLC, a
Delaware limited liability company

By:

Kevin M. Nagle
Manager

Date: _______________, 2025

APPROVED AS TO FORM:

By: ________________________________
Jeffrey M. Koewler

LandCo Indomitable LandCo, LLC

By:

Kevin M. Nagle

Date: _______________, 2025

StadiumCo Indomitable StadiumCo, LLC

By:

Kevin M. Nagle

Date: _______________, 2025

TeamCo Sac Soccer USL, LLC

By:

Kevin M. Nagle

Date: _______________, 2025

CITY OF SACRAMENTO

By:

Leyne Milstein
Interim City Manager

Date: _______________, 2025

ATTEST:

By: ________________________________
Mindy Cuppy
City Clerk

APPROVED AS TO FORM:

By: ________________________________
Matthew D. Ruyak
Assistant City Attorney

DOWNTOWN RAILYARD VENTURE, LLC

By:

Larry D. Kelley, Jr.

Date: _______________, 2025

8 EXHIBIT A
DESCRIPTION OF RAILYARDS, EAST OF 7TH LAND AND STADIUM LAND

9 Order No.: FSSE-0102400287

For APN/Parcel ID(s): 002-0010-074-0000

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

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

1. Thence South 71° 36' 52" East, 616.79 feet;

2. Thence South 56° 40' 59" East, 155.27 feet;

3. Thence South 47° 19' 40" East, 75.74 feet;

80.55 feet;

5. Thence South 38° 58' 10" East, 61.00 feet;

6. Thence to the right along the arc of a 296.57 foot radius, tangent curve, concave to the Southwest, having a central angle of 08° 09' 56", and an arc length of 42.27 feet;

7. Thence South 30° 48' 14" East, 55.84 feet;

8. Thence to the left along the arc of a 371.79 foot radius, tangent curve, concave to the Northeast, having a central angle of 06° 34' 46", and an arc length of 42.69 feet;

9. Thence South 37° 23' 00" East, 14.72 feet;

10. Thence South 38° 59' 32" East, 10.00 feet;

11. Thence South 40° 35' 03" East, 14.72 feet;

12. Thence to the left along the arc of a 371.79 foot radius, tangent curve, concave to the Northeast, having a central angle of 06° 34' 46", and an arc length of 42.69 feet;

13. Thence South 47° 09' 49" East, 20.41 feet;

14. Thence to the left along the arc of a 372.24 foot radius, tangent curve, concave to the Northeast, having a central angle of 08° 20' 43", and an arc length of 54.22 feet;

15. Thence South 18° 25' 08" West, 37.18 feet;

16. Thence South 38° 51' 44" East, 185.20 feet;

17. Thence South 71° 36' 14" East, 609.61 feet;

19. Thence along the Northerly boundary of said Parcel B, North 71° 31' 30' West, 93.07 feet;

21. thence continuing along last said boundary, South 78° 43' 28" West, 1,371.35 feet;

22. thence continuing along last said boundary, to the left along the arc of a 500.00 foot radius, tangent curve, concave to the South, having a central angle of 08° 32' 54", and an arc length of 74.60 feet to a point on the centerline of said 7th Street;

Thence along said centerline of 7th Street, to the right along the arc of a 8,500.00 foot non tangent curve, having a radial bearing of North 72° 47' 18" West, a central angle of 04° 57' 30", and an arc length of 735.58 feet; thence continuing along said centerline of 7th Street, North 22° 10' 12" East, 241.12 feet; 10 thence continuing along said centerline of 7th Street, to the left along the arc of a 8,500.00 foot radius, tangent curve, having a central angle of 03° 39' 34", and an arc length of 542.89 feet; thence continuing along said centerline of 7th Street, North 18° 30' 38" East, 155.59 feet to the point of beginning.

Shown as Parcel 1 on that certain document entitled "Certificate of Compliance For Lot Line Adjustment" recorded July 19, 2019, in Book 20190719, Page 0343, of Official Records.

11 EXHIBIT B

MASTER TRANSACTION DOCUMENTS

Comprehensive Project Agreement
Agreement for Deferral of Development Fees

Agreement of Purchase and Sale (Lots 40 and 44 Railyards) Master Funding Agreement for Railyards EIFD
Partial Assignment and Assumption Agreement
Funding Obligations Agreement
Master Lease for Digital Billboards (DRV)
Master Lease for Digital Billboards (Indomitable)
Purchase Agreement (East of 7th Parcel)

Unlocking the
Economic Impact of the
Sacramento Railyards
Engine for the Revitalization
of Downtown and the Region
May 28, 2025

PREPARED BY
Stantec Urban Places
Roger Weber, Urban Places Sector Leader, USA
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Table of Contents
Introduction . . . . . . . . . . . . . . . . . . . . . . 5 Driving
Principles . . . . . . . . . . . . . . . . . . . . . . . . 6 Core Projects . . . . . . . . . . . . . . . . . . . . . 8 Economic Benefits . . . . . . . . . . . . . . . 14
Alignment with Citywide
Vision, Plans & Priorities . . . . . . . . . . . 20
Financing the Transformation . . . . . . 23
Case Studies . . . . . . . . . . . . . . . . . . . . 26 Conclusion . . . . . . . . . . . . . . . . . . . . . . 36

Unlocking the Economic Impact of the Sacramento Railyards 04 Unlocking the Economic Impact of the Sacramento Railyards 05 INTRODUCTION
FOR OVER 150 YEARS, the Sacramento Railyards symbolized innovation and connectivity as the transcontinental railroad’s western terminus . At its heart was the Central Shops, a bustling industrial complex where skilled artisans crafted and maintained Southern Pacific railcars within iconic buildings like the Paint Shop, Boiler Shop, and Rolling Shop . While operations ceased by the end of the 20th century, the 244-acre site retains a rich legacy, with eight preserved industrial buildings offering a unique opportunity for adaptive reuse and revitalization .

Today, the Railyards is poised for transformation into one of the largest urban infill projects in the United States . Comparable in scale to downtown Sacramento, the redevelopment will introduce housing, commercial hubs, green spaces, and landmarks like Kaiser Permanente’s medical campus, a soccer stadium, and a live entertainment venue . By preserving the Central Shops’ architecture and integrating sustainable urban design, the project will honor its heritage while fostering creativity and connectivity .

The Potential of the
Sacramento Railyards
A Transformational Project
for Sacramento’s Next Century
Guided by transit-oriented development and environmental stewardship, the Railyards will revitalize downtown Sacramento into a cultural, commercial, and community hub of the growing metropolitan area, aligning with the Sacramento Area Council of Governments’ Blueprint for compact development, sustainability, and connectivity . The project will seamlessly integrate downtown, the River District, and surrounding neighborhoods while promoting walkability, transit- oriented design, and sustainable urban practices . By transforming historic assets into cultural and commercial hubs, the Railyards will celebrate Sacramento’s industrial heritage while fostering economic activation, mobility, and environmental resilience .

At completion, the Railyards will be a marquee project for the City of Sacramento, State of California and a national model for urban Brownfield redevelopment . Its adaptive reuse of historic structures, public space investments, and its integrated mix of housing, commercial hubs and entertainment venues will help position Sacramento as a leader in sustainable urban growth, attracting businesses, residents, and visitors .

This document was prepared by Stantec to explore the projected economic impacts of the Sacramento Railyards redevelopment, detailing the potential of projects proposed as part of the Master Plan alongside projected long-term benefits across employment growth, fiscal revenues, business expansion, and infrastructure investments. These insights are based on the Economic Impact Analysis (EIA), a comprehensive study quantifying projected impacts across sectors prepared by Economic and Planning Systems, Inc. (EPS).

Unlocking the Economic Impact of the Sacramento Railyards 06 Driving Principles
of the Railyards
Transformation
1 RE-ESTABLISH DOWNTOWN AS
SACRAMENTO’S CULTURAL,

COMMERCIAL AND COMMUNITY HUB
Downtown Sacramento, once the heart of the region
from the Gold Rush to its designation as California’s
capital, saw its vitality diminished by suburban
sprawl and decentralization in the late 20th century .

The 2007 Railyards Specific Plan sparked a
resurgence with developments such as the Golden 1
Center and Downtown Commons, the 700 block of K
Street, and urban mixed-use projects along the 16th
Street corridor, bringing new housing, businesses
and cultural energy to the area . The Railyards will
build upon this momentum, introducing public
spaces, cultural destinations, and economic
investments that will reinforce downtown’s role as
the region’s premier destination for cultural and
community engagement .
2 REINFORCE DOWNTOWN AS A

REGIONAL TRANSPORTATION HUB
The Railyards will strengthen
Sacramento’s role as a critical multimodal
transportation nexus . Anchored by the
Sacramento Intermodal Transportation
Facility (SITF), the district will integrate light
rail, passenger rail, freight rail, bus services,
and future high-speed rail, ensuring seamless
connectivity across the region . Strategic
street extensions and improved transit
corridors will expand circulation and provide
non-motorized connections to key landmarks,
reinforcing the city’s commitment to
sustainable, multimodal transportation .
3 REINFORCE DOWNTOWN AS A MAJOR EMPLOYMENT CENTER
Despite being the region’s principal employment hub, downtown Sacramento currently captures only around a third of the region’s Class A office market . The Railyards redevelopment aims to strengthen downtown’s competitive position by fostering employment growth in industries such as healthcare, business services hospitality, and entertainment . The introduction of high-density office space, mixed-use developments, and district-wide economic investments will generate thousands of new jobs, ensuring downtown remains a vibrant business hub .

Unlocking the Economic Impact of the Sacramento Railyards 07 DRIVING PRINCIPLES
4 REINFORCE DOWNTOWN AS A PLACE TO LIVE
The Railyards’ development of 6–10k housing units,
including up to 600 affordable homes, will create a
diverse residential mix to accommodate varied income levels and lifestyles . Medium- to high-density residential areas will incorporate street-level retail and commercial uses, fostering a vibrant, walkable environment . With world-class amenities and 30+ acres of parks and open spaces, the Railyards will provide a dynamic live-work-play environment, reinforcing downtown as a thriving and inclusive place .
6 PRESERVE THE AREA’S

HISTORIC AND CULTURAL

RESOURCES
A defining principle of the Railyards
transformation is preserving
Sacramento’s industrial heritage,
particularly through the rehabilitation
of the Sacramento Valley Station and
Central Shops complex . Historic
structures will be reimagined as
cultural and commercial anchors,
offering retail, dining, and public
spaces that honor the city’s rich rail
history while energizing downtown .
5 COMPLETE THE CENTRAL CITY’S CIRCULATION SYSTEM
The Railyards spans an area equivalent to 60 city blocks, with only 7th Street currently providing north-south connectivity . As a result, major corridors like 12th and 16th Streets experience congestion as they route traffic through neighborhoods such as Alkali Flat . The redevelopment will create new connections between the Central City, the River District, and Railyards Boulevard and increase connectivity to West Sacramento and Natomas .

Sacramento’s expanded circulation system will significantly improve traffic distribution while ensuring pedestrian and bicycle-friendly accessibility throughout downtown .
7 CREATE AN ATTRACTIVE AND

DISTINCTIVE URBAN PLACE
The project’s design extends Central
City’s grid system into the Railyards, seamlessly
connecting a previously isolated industrial site
to surrounding neighborhoods and the River
District . The design imagines pedestrian-friendly
streetscapes with wide sidewalks, active
ground-floor uses, well-designed open spaces,
and quality building materials that reflect
Sacramento’s character . Through thoughtful
placemaking and strategic investments, the
redevelopment will elevate Sacramento’s identity
as a dynamic and connected urban center .

Unlocking the Economic Impact of the Sacramento Railyards 08 Core Projects

TO DATE THIS TRANSFORMATIVE

REDEVELOPMENT HAS ALREADY

ACHIEVED SIGNIFICANT MILESTONES,
including the nearing completion of the
Sacramento Courthouse, construction of
Kaiser Permanente’s 18-acre medical
campus, and ongoing investments in the
Sacramento Republic FC Soccer Stadium
and the Paint Shop entertainment venue .

The Wong Center senior affordable housing
project, with 150 units, and
The AJ residential complex, offering 345
units (including 69 affordable units), are
already complete .

Inspired by the guiding principles shaping
the Sacramento Railyards transformation,
additional strategic moves and key
projects will drive the redevelopment
forward . Through these infrastructure
enhancements, mixed-use developments,
and transit-oriented investments, the
Railyards redevelopment will create a
thriving, connected, and resilient urban
district .

ACTIVE PROJECTS

Unlocking the Economic Impact of the Sacramento Railyards 09 CORE PROJECTS
Anchored by the SACRAMENTO

INTERMODAL TRANSPORTATION
FACILITY (SITF) , the Railyards will prioritize
multimodal access and foster a shift toward
sustainable, community-centered urban
planning .

The historic SOUTHERN PACIFIC DEPOT will
be rehabilitated as a northern extension of the
SITF, preserving its architectural integrity while
serving as civic space .

STREET GRID IMPROVEMENTS include
extensions of 5th, 6th, and 10th Streets into
the Railyards, creating a cohesive grid system
that enhances connectivity between the
Central City, the River District, and Railyards
Boulevard .

RAIL YARDS BOULEVARD , serving as a key
arterial route, will also connect to the new I
Street Bridge, linking to West Sacramento and
the energized riverfront .

The 7TH STREET CORRIDOR will be
expanded to accommodate enhanced light rail
service, creating a transit-priority boulevard
that supports the future Downtown/Natomas/
Airport light rail line . This extension will
seamlessly link Sacramento International
Airport to downtown, with the Truxel Bridge
serving as a critical connection point,
strengthening regional mobility and access .

The future I STREET BRIDGE will strengthen
mobility for motorists, bicyclists and
pedestrians, and promote economic
development by creating new access to the
Railyards on the Sacramento side as well as
better access to West Sacramento and the
Sacramento River waterfront .

The master plan integrates 30+ ACRES OF
PARKS, PLAZAS, AND PUBLIC SPACES to
create vibrant opportunities for community
engagement while prioritizing connectivity and
sustainability .

PEDESTRIAN AND BICYCLE PATHWAYS
will offer non-motorized connections to the
Sacramento Valley Station, the riverfront, and
open spaces .

The adoption of the CENTRAL BUSINESS
DISTRICT (C-3) ZONE will support a mix of
office, retail, and entertainment uses, enabling
the development of high-density, high-rise
office buildings, as well as mixed-use
prototypes with integrated residential and
retail components .

The Infrastructure for Sustainable Redevelopment
Unlocking the Economic Impact of the Sacramento Railyards 10 CORE PROJECTS
Major Development Initiatives
The Sacramento Railyards redevelopment is anchored by
transformative projects, each playing a critical role in revitalizing the site and reinforcing downtown Sacramento’s economic vitality . These projects will collectively establish the Railyards as a thriving mixed- use district, attracting businesses, residents, and visitors while strengthening the city’s identity as a hub of innovation and culture .

State Park Assets & Open Space Investments

A COMMITMENT TO SUSTAINABILITY & PUBLIC ENGAGEMENT
A key pillar of the Railyards redevelopment is its emphasis on green infrastructure and public amenities, ensuring that Sacramento’s rapid expansion prioritizes livability and accessibility . The State Park Assets & Open Space Investments are designed to:

Create OVER 30 ACRES OF
PARKS AND PLAZAS, providing
essential green spaces for
recreation and community events .

Enhance the region’s

MULTIMODAL TRANSIT
CONNECTIVITY , integrating
walking and biking trails with key
transportation nodes .

INCREASE PROPERTY VALUES
and attract investment,
reinforcing sustainable urban
growth .

Serve as a REGIONAL
ATTRACTION, promoting
Sacramento’s environmental
stewardship and public space
activation .

Integrated alongside up to 10k units of new housing and up to 600 affordable units, commercial, retail and hotel developments as part of a truly mixed-use district, these anchor investments enhance downtown’s livability, ensuring that the Railyards serves not just as an economic engine, but as a thriving urban destination for residents and visitors alike .

These strategic urban investments, multimodal connectivity, and historic preservation advance Sacramento’s position as a national leader in sustainable urban growth, ensuring lasting economic resilience and cultural vitality for generations to come .

Unlocking the Economic Impact of the Sacramento Railyards 11 Sacramento Republic FC Soccer Stadium

A PREMIER SPORTS & ENTERTAINMENT DESTINATION
With up to 22k seats, the Sacramento Republic FC Soccer Stadium will serve as a marquee destination for professional soccer and large-scale entertainment events . It will drive year-round activation, providing a state-of- the-art experience for soccer fans, while also supporting concerts, festivals, and community events .

PHASE 1 will feature 12k seats, an
open-air design, and a wide
concourse integrating retail,
concessions, and event operations .

The VIP entrance, located on 8th
Street, will ensure premium
experiences for guests, alongside
dedicated plazas enhancing
pedestrian access .

PHASE 2 is designed for future
expansion, increasing capacity to
approximately 22k seats while
adding a canopy roof for shade
and weather protection . Additional
enhancements include expanded
hospitality spaces, premium suites,
and upgraded support facilities for
players, media, and operations .

The stadium’s placement prioritizes multimodal access, with proximity to light rail, pedestrian corridors, and bicycle infrastructure . Designed as a modern, multipurpose venue, it will catalyze adjacent mixed-use development, with surrounding residential and commercial spaces supporting a vibrant district beyond game days . It will also enhance downtown connectivity, linking visitors to nearby transit hubs, retail corridors, and public spaces . The stadium plays a pivotal role in urban activation, reinforcing Sacramento’s identity as a premier sports city while creating lasting economic benefits .

CORE PROJECTS

Unlocking the Economic Impact of the Sacramento Railyards 12 CORE PROJECTS
The Central Shops Adaptive Reuse

HISTORIC PRESERVATION MEETS

MODERN INNOVATION
The Central Shops, a 19th-century hub of railcar
production and maintenance, will become a cultural
and commercial focal point, weaving together history
and modern activity . Anchored by the Paint Shop
building, this mixed-use hub will feature eateries, retail shops, art galleries, and entertainment venues . The
adaptive reuse strategy prioritizes historic
preservation while incorporating new infrastructure to
support local and regional economic activation .

The Paint Shop Entertainment Venue will serve as a
cornerstone for this revitalization, hosting over 90
concerts and 18 special events annually . With a
maximum capacity of 4,000 attendees, the venue will
drive foot traffic, business activity, and investment
throughout the district .

Public access to these restored spaces, alongside the
creation of Central Shops Plaza, will honor
Sacramento’s industrial past while energizing the area
with retail, dining, and entertainment options . Adaptive reuse will preserve iconic landmarks like the water
tower, reinforcing the area’s identity with a connection to its storied history . The redevelopment will include:
424K SF OF MIXED-USE SPACE, including
restaurants, boutique retail, event venues,
offices, cultural spaces, and co-working
spaces within the Paint Shop Entertainment
Venue, the Boiler Shop, Erecting Shop, and
Transfer Table Pavilion .

A COMPLETED PEDESTRIAN TUNNEL TO

SACRAMENTO VALLEY STATION,
reinforcing multimodal accessibility, along
with a seamless connection to the Kaiser
Medical Campus and residential development,
integrating the Shops into a walkable district .
17,500 SF OF RETAIL SPACE AND 6,350 SF
OF OFFICE SPACE in the initial phase,
ensuring diverse business and employment
opportunities .
100K SF OF PEDESTRIAN PLAZA SPACE,
activating public areas and improving
connectivity .

ARTS AND COMMUNITY PROGRAMMING,
strengthening Sacramento’s cultural fabric .
1,000 SURFACE PARKING SPACES
dedicated to event and retail use .

This redevelopment represents one of the largest adaptive reuse projects in California, elevating Sacramento’s historic character while supporting long-term economic growth, tourism, and sustainable urban development .

Unlocking the Economic Impact of the Sacramento Railyards 13 CORE PROJECTS
Kaiser Permanente Medical Campus

HEALTHCARE & ECONOMIC RESILIENCE
The Kaiser Permanente Medical Campus is set to become Sacramento’s largest healthcare investment, solidifying the Railyards as a hub for regional medical services and high-quality employment . The campus will:

Feature a 657,500 SF HOSPITAL and Hospital
Support Building (173,400 sf) designed to
accommodate growing healthcare demands .

Support ADDITIONAL HEALTHCARE-RELATED
OFFICE SPACE, attracting medical professionals and
reinforcing Sacramento’s position as a healthcare
innovation center .

Deliver comprehensive healthcare services to an
estimated HUNDREDS OF THOUSANDS OF
PATIENTS ANNUALL Y , improving accessibility and
advancing regional health outcomes
Stimulate SECONDARY ECONOMIC BENEFITS, with
patients, employees, and visitors generating additional spending in surrounding commercial areas .

As a permanent economic anchor, the Kaiser Medical Campus plays a fundamental role in ensuring long-term stability, job growth, and essential health services for the Sacramento region .

Unlocking the Economic Impact of the Sacramento Railyards 14 THE RAIL YARDS REDEVELOPMENT IS MORE THAN AN URBAN
TRANSFORMATION. It is an economic engine that will drive lasting growth for Sacramento and the broader region . Through new employment opportunities, increased business activity, and major infrastructure investments, the project will establish the Railyards as a critical catalyst for economic expansion and cornerstone of regional growth and prosperity for decades to come . The latest Economic Impact Analysis (EIA) highlights substantial benefits across multiple sectors, including job creation, increased fiscal revenues, and long-term regional vitality, reinforcing the project’s value in shaping Sacramento’s future .

Among its findings, by buildout, the redevelopment is projected to generate 23,947 total jobs, including 13,563 on-site, with an overall annual wage impact of $2 .1 billion and economic output reaching $4 .44 billion across Sacramento County . One-time construction impacts will be equally significant, supporting 39,066 total jobs (26,602 direct) with $3 .09 billion in wages and an economic output exceeding $8 .2 billion . Anchored by the Sacramento Intermodal Transportation Facility (SITF), the Railyards fosters a shift toward sustainable, community-centered urban planning . This transformation exemplifies how legacy land can drive economic vitality, environmental stewardship, and social inclusivity, establishing Sacramento as a leader in smart growth and equitable redevelopment .

TOTAL EMPLOYMENT IMPACT:
13,563 direct on-site jobs, spanning sectors such as
healthcare, retail, hospitality, and professional services . 23,947 total jobs, including indirect and induced
effects, supported throughout Sacramento County
ANNUAL WAGES & ECONOMIC OUTPUT:
$2.11 billion in annual wages across
Sacramento County, strengthening the local workforce .
$4.44 billion in economic output, fueling
regional business activity and consumer spending . This includes $2 .49 billion from business operations and
employment and an additional $1 .96 billion, fueled by
supplier demand and increased consumer spending .

Economic Benefits
Unlocking Regional and Citywide Growth
Unlocking the Economic Impact of the Sacramento Railyards 15 ECONOMIC BENEFITS
Project Highlights
Sacramento Republic FC Soccer Stadium
The FC Stadium will drive economic activity, tourism, and long-term business investment . As a multi-purpose venue, the stadium may attract over 1 MILLION VISITORS ANNUALL Y , reinforcing Sacramento’s role as a regional entertainment hub while generating significant employment and fiscal benefits . Beyond match days, the stadium will serve as a year-round activation site, hosting concerts, festivals, and community events, supporting hospitality, retail, and transportation industries throughout downtown Sacramento . The latest economic projections highlight the stadium’s impact across one-time construction activity, annual operations, job creation, and commercial growth, demonstrating its long-term contribution to Sacramento’s economy . In total:

TOTAL SEATING CAPACITY: Phase 1 at
12,000 seats, expandable to 20,000 seats in
Phase 2 .

ONE-TIME CONSTRUCTION IMPACT: $240.5
million in total economic output, supporting
1,159 total jobs, including 800 direct
construction jobs.

ANNUAL OPERATIONS IMPACT: Supports 49
direct stadium jobs and 71 total jobs, generating
$4 million in wages and $7.2 million in annual
economic output .

EVENT USERSHIP: Expected to bring over 1
million annual visitors, boosting hotel
occupancy, restaurant activity, and retail sales .

PLAZA & PUBLIC SPACE ACTIVATION: The
southwest, southeast, and Supporters Plaza
will encompass approximately 6 acres of open
space, hosting music festivals, community
events, and outdoor experiences .

Unlocking the Economic Impact of the Sacramento Railyards 16 ECONOMIC BENEFITS
Central Shops Adaptive Reuse
The adaptive reuse of historic railyard structures, particularly within the Central Shops District, will generate significant economic benefits . The Paint Shop Event Venue alone is expected to create hundreds of direct and indirect employment opportunities, ranging from hospitality and event staff to retail and business operations supporting the venue’s activities .

Event-related spending from concert attendees and visitors will stimulate local business growth, increasing demand for restaurants, hotels, and retail establishments throughout the Railyards and surrounding areas . Additionally, the expansion of supporting public infrastructure—such as new roadways (Telegrapher Avenue, Stanford Street, Stevens Street) and enhanced pedestrian corridors—will further facilitate long-term economic activity, ensuring that businesses can thrive alongside the evolving mixed-use district . In total:

The Paint Shop Event Venue will host 108
events annually, including over 90 concerts
and 18 special events, with a maximum
capacity of 3,600 attendees per event,
contributing significant economic impact .

The first phase of adaptive reuse, 17,500
square feet of retail and 6,350 square feet
of office space, will drive business
investment and commercial activity .

The district will support 1,682 total jobs,
including 1,359 direct positions, reinforcing
Sacramento’s cultural and retail workforce .

The project will generate $63.3 million in
annual wages and $157.8 million in
economic output, reinforcing Sacramento’s
cultural and retail landscape .
1,000 temporary parking spaces and new
roadways (Telegrapher Avenue, Stanford
Street, Stevens Street) will improve access
and connectivity .

The adaptive reuse of these structures will
create a major cultural and visitor
attraction, blending history with modern
retail and dining experiences .

Unlocking the Economic Impact of the Sacramento Railyards 17 ECONOMIC BENEFITS
Kaiser Permanente Medical Campus
The Kaiser Permanente medical campus will serve as a
major healthcare and employment anchor within the
Railyards, driving economic growth, job creation, and
expanded healthcare access for Sacramento and the
broader region . Its development will reinforce
Sacramento’s status as a healthcare hub, attracting
investment and fostering long-term workforce stability .

The hospital development will directly support
3,100 jobs, with a total employment impact of
5,961 jobs throughout Sacramento County .

It will generate $668.4 million in wages and
$1.39 billion in annual economic output,
solidifying Sacramento’s status as a healthcare
hub .

This medical campus will enhance healthcare
access, attract additional investment in
health-related industries, and contribute to
long-term job growth .

Open Space & Infrastructure Investments
Investments in state park assets and infrastructure will generate economic activity through tourism, construction, and long-term urban resilience .

One-time construction impacts from
state park and open space investments
will generate $12 .1 million in economic
output, supporting 96 indirect jobs and
19 induced jobs .

One-time construction impacts from
infrastructure investments will generate
$124 .3 million in economic output,
supporting 788 indirect jobs and 160
induced jobs .

Unlocking the Economic Impact of the Sacramento Railyards 18 ECONOMIC BENEFITS
One-Time Construction Impacts
Before the Railyards is fully operational, the construction phase will serve as a major short-term economic driver, stimulating job creation and investment . These figures highlight the economic stimulus effect that the Railyards will provide even before operations begin, supporting thousands of workers and businesses .

EMPLOYMENT IMPACT:
39,066 total jobs supported during construction,
including 26,602 direct on-site jobs.
$3.09 billion total paid in wages, benefiting
workers across the construction supply chain .

Significant workforce opportunities across the construction supply chain .

ECONOMIC OUTPUT FROM CONSTRUCTION:
$8.2 billion in total economic output,
representing one of the largest development investments in Sacramento’s history .

Major infrastructure improvements advancing transit,
utilities, and public space enhancements .

Unlocking the Economic Impact of the Sacramento Railyards 19 ECONOMIC BENEFITS
Regional Economic Benefits
Beyond its direct impact on downtown, the Railyards redevelopment will generate economic activity across the broader region, reinforcing Sacramento’s role as a hub for Northern California’s economy .

BUSINESS EXPANSION & INVESTMENT
The introduction of new commercial and office
space will attract companies looking to tap into
Sacramento’s growing economy, bringing more
employers and corporate investments to the
region .

The Railyards West development, with 6.3
million square feet of office and retail space, will
enhance Sacramento’s competitive edge,
attracting businesses that drive long-term job
growth .

The Sacramento Valley Station expansion will
enhance regional connectivity, supporting
business relocation and workforce accessibility .

The Kaiser Permanente Medical Campus will
anchor Sacramento’s healthcare sector,
attracting additional investment in health-
related industries .

TOURISM & ENTERTAINMENT ECONOMY
The Sacramento Republic FC Soccer Stadium
will bring over 1 million annual visitors,
increasing local tourism and boosting hotel
occupancy, restaurant activity, and retail sales .

The revitalized Central Shops will serve as a
major cultural and visitor attraction, blending
history with modern retail and dining
experiences .

FISCAL BENEFITS
Property Taxes: Rising property values across
the site will bolster local property tax revenues,
creating sustainable funding streams for public
services .

Sales Taxes: New commercial and retail activity
is anticipated to drive a significant uptick in
sales tax collections, supporting infrastructure
and community programs .

HOUSING & WORKFORCE STABILITY
The development of up to 10,000 housing units
and up to 600 affordable units will help alleviate
Sacramento’s housing shortage and retain
workforce talent .

Increased housing options near job centers will
reduce commute times, enhance productivity,
and contribute to a more balanced regional
economy .

The residential component will generate $271 .1
million in annual economic output, supporting
local businesses and services .

Unlocking the Economic Impact of the Sacramento Railyards 20 Alignment with Citywide
Vision Plans and Policies
Ensuring Long-Term Success
Advancing Sustainability and
Climate Resilience
The Sacramento Railyards redevelopment is more than a major investment—it is a direct response to the city’s priorities for sustainable growth, economic resilience, and equitable urban development . The Railyards redevelopment aligns with key citywide policies and planning documents that provide a comprehensive framework for growth, including:
2025 GENERAL PLAN: Promotes sustainable development, community connectivity, and economic vitality .

SUSTAINABILITY MASTER PLAN: Prioritizes environmental stewardship through energy efficiency, greenhouse gas reductions, and water conservation .

SMART GROWTH PRINCIPLES: Advocates for efficient land use, transit-oriented development, and reduced suburban sprawl .

BICYCLE AND PEDESTRIAN MASTER PLANS: Emphasize non-
motorized transportation options and safe, accessible pathways throughout the Central City .

Sacramento has committed to reducing greenhouse gas emissions, expanding multimodal transit, and enhancing urban greening through its Climate Action Plan . The Railyards aligns with these priorities by:

PRIORITIZING TRANSIT -ORIENTED DEVELOPMENT , anchored by the Sacramento Intermodal Transportation Facility (SITF) .

DEVELOPING OVER 30 ACRES OF PARKS AND OPEN SPACES,
reinforcing Sacramento’s urban cooling strategy and biodiversity initiatives .

ENCOURAGING INFILL AND MIXED-USE DENSITY , reducing
reliance on single-occupancy vehicles and promoting walkability .

MAXIMIZING SUSTAINABLE DEVELOPMENT PRACTICES,
including energy-efficient building designs, renewable energy use, and advanced stormwater management systems .

INCORPORATING GREEN INFRASTRUCTURE like drought-tolerant landscaping, permeable surfaces, and water reuse systems .

Unlocking the Economic Impact of the Sacramento Railyards 21 ALIGNMENT WITH CITYWIDE VISION PLANS AND POLICIES
Addressing Housing Affordability
and Inclusivity
The Sacramento Housing Element outlines the city’s strategy to expand affordable and market-rate housing . The Railyards plays a pivotal role by:

Delivering up to 10K HOUSING UNITS AND UP TO 600 AFFORDABLE UNITS, alleviating housing shortages near employment centers .

CREATING A DIVERSE RESIDENTIAL MIX, ensuring accessibility for households across income levels .

ENHANCING LIVE-WORK CONNECTIVITY , including encouraging vertical mixed-use housing integrated with retail and commercial spaces alongside accessible urban amenities, supporting a balanced urban environment for residents, workers, and businesses .

Strengthening Regional Mobility
and Transit Networks
Sacramento’s Vision Zero strategy and transit expansion efforts emphasize connectivity, safety, and accessibility . The Railyards supports these objectives by:

STRENGTHENING TRANSIT INFRASTRUCTURE and reinforcing
Sacramento’s role as a regional transportation hub through the Sacramento Intermodal Transportation Facility (SITF), supporting light rail, bus, and future high-speed rail, reducing congestion and improving accessibility to key employment hubs .

EXTENDING AND ENHANCE THE DOWNTOWN CIRCULATION
SYSTEM by completing streets such as 5th, 6th, and 10th Streets to improve connectivity with the River District .

ENHANCING PEDESTRIAN AND BIKE-FRIENDL Y PATHWAYS,
prioritizing walkability across the district .

Unlocking the Economic Impact of the Sacramento Railyards 22 ALIGNMENT WITH CITYWIDE VISION PLANS AND POLICIES
Catalyzing Economic Development and
Business Growth
The Sacramento General Plan prioritizes job creation, business expansion, and private-sector investment—all central to the Railyards redevelopment . The project will do this by:

SUPPORTING MAJOR ECONOMIC ANCHORS, including the Kaiser Permanente Medical Campus, Sacramento Republic FC Soccer Stadium, and the revitalized Central Shops .

DRIVING JOB GROWTH ACROSS DIVERSE INDUSTRIES, providing 13,563 direct on-site jobs and 23,947 total jobs across the region .

ATTRACTING CORPORATE AND RETAIL INVESTMENT , strengthening Sacramento’s economic competitiveness .

Strengthening Community
Character and Urban Design
The Railyards advances planning priorities to strengthen community character and urban design by:

CREATING A MIXED-USE URBAN ENVIRONMENT with
vibrant public spaces, cultural attractions, and active ground-level uses .

DESIGNING URBAN PARKS AND CIVIC GATHERING
SPACES around key landmarks like the stadium and Central Shops Plaza, creating focal points for community events .

EXTENDING SACRAMENTO’S HISTORIC STREET GRID
into the Railyards to ensure seamless integration with
downtown and surrounding districts .

ADVANCING CULTURAL AND HISTORIC
PRESERVATION by protecting and rehabilitating historic resources, including the Central Shops and Sacramento
Valley Station, to preserve the area’s identity and heritage .

INTEGRATING PUBLIC ART , interpretive displays, and
storytelling elements to celebrate the site’s rich history .

Unlocking the Economic Impact of the Sacramento Railyards 23 Financing the
Transformation
The Role of EIFD in Unlocking
the Railyards’ Potential
What is the EIFD?
The Sacramento Railyards is the city’s most ambitious urban redevelopment project, with transformative milestones already achieved . Realizing the full potential of the Railyards redevelopment requires strategic and sustainable financing mechanisms that can ensure long-term success while
maintaining fiscal responsibility . At the core of the Railyards’ financial strategy, the Enhanced Infrastructure Financing District (EIFD) is a critical tool that enables Sacramento to fund essential public infrastructure improvements at the scale required for this redevelopment without burdening taxpayers with new levies .

Initially established as the Stadium Area EIFD, the EIFD is now poised for expansion to encompass the entire 244-acre
Railyards Specific Plan Area . This expansion is essential to fully realize the vision of a vibrant, connected urban district .

The EIFD captures a portion of future property tax growth within the district, known as “tax increment”, and reinvests it into funding current public infrastructure needs . This approach allows investment in vital projects without increasing property taxes or imposing additional financial burdens on residents .

For large-scale developments like the Railyards, EIFDs provide the flexibility to address critical public infrastructure such as transit facilities, utility systems, housing affordability, and expansive public spaces . The funding facilitated by EIFDs creates a foundation for a cohesive, connected community that blends cultural, residential, and commercial uses seamlessly .

Unlocking the Economic Impact of the Sacramento Railyards 24 FINANCING THE TRANSFORMATION
Why EIFD
Expansion Matters
Why an EIFD is Essential
for the Railyards
Expanding the EIFD beyond the Stadium Area EIFD to encompass the entire 244-acre Railyards Specific Plan Area strengthens its ability to fund essential improvements across the entire site . Doing so will divide the site into two sections known as “Railyards East”, retaining the original boundaries, and “Railyards West”, comprising the new additions . This expanded framework captures incremental property tax revenues to fund essential improvements across the entire site . The expanded framework will support:

TRANSIT CONNECTIVITY ,
including upgrades to the
Sacramento Intermodal
Transportation Facility, improving
mobility and accessibility .

ROADWAY & CIRCULATION
IMPROVEMENTS, including
enhancing connections between
downtown Sacramento and
neighboring districts .

AFFORDABLE HOUSING
INITIATIVES, supporting diverse
income levels including up to 600
affordable units, reinforcing
inclusive urban growth .

PUBLIC SPACES &
SUSTAINABILITY , investing in
parks, plazas, and green spaces to
foster community connectivity and
recreational opportunities .

By leveraging future revenues, the EIFD reduces upfront financial barriers, ensures long-term project feasibility, and drives Sacramento’s most transformative redevelopment forward .

The Railyards’ success depends on these major upfront
infrastructure investments, including roads, public transit connections, utilities, and site remediation . Traditional municipal funding methods, such as general obligation bonds or direct appropriations, are often insufficient for projects of this scale .

The EIFD provides an alternative approach that aligns with Sacramento’s vision for equitable, sustainable growth by:

LEVERAGING FUTURE TAX INCREMENT REVENUES
instead of requiring new taxes .

FUNDING ESSENTIAL INFRASTRUCTURE
at the district level, ensuring long-term viability .

REDUCING IMMEDIATE FISCAL PRESSURES on the city,
allowing Sacramento to allocate existing funds to other priorities .

Unlocking the Economic Impact of the Sacramento Railyards 25 FINANCING THE TRANSFORMATION
Key Tools Afforded by
the EIFD
Long-Term Benefits

TAX INCREMENT CAPTURE
Redirects future property tax growth to finance immediate infrastructure needs .

BOND ISSUANCE
Secures upfront funding backed by future tax increment
revenues .

FLEXIBLE FINANCING WITHOUT NEW TAXES
Offers sustainable funding solutions without raising
property taxes .

DIRECT INVESTMENT IN INFRASTRUCTURE
Supports roads, utilities, transit systems, parks, and open spaces .

HOUSING DEVELOPMENT SUPPORT
Facilitates affordable housing projects and promotes
inclusivity .

SUSTAINABILITY
Funds green infrastructure, historical preservation and transit-oriented developments .

By reinvesting tax increment revenues directly into infrastructure, the EIFD stimulates private development, attracts investment, and enhances public services . With the EIFD in place, critical infrastructure investments can advance, driving economic growth across sectors . The latest Economic Impact Analysis (EIA) highlights these benefits, demonstrating the transformative impact the Railyards will have on job creation, fiscal revenues, and long-term regional prosperity .

By expanding the EIFD, Sacramento ensures that infrastructure investments keep pace with development needs, supporting housing affordability, job growth, mobility enhancements, and public space improvements . This financing strategy solidifies the Railyards as a model for sustainable urban transformation, reinforcing Sacramento’s position as a leader in equitable and forward-thinking development .

The Enhanced Infrastructure
Financing District (EIFD) is not just
a financing tool—it is an investment
in Sacramento’s future.

Unlocking the Economic Impact of the Sacramento Railyards 26 Proof Testing Success
National Case Studies
in Achieving Civic Transformation
The Sacramento Railyards redevelopment is a bold and transformative urban investment, but it is not without precedent . Across the United States, cities have successfully revitalized former industrial sites, turning them into thriving mixed-use districts that enhance economic resilience, improve mobility, and create vibrant public spaces . By examining national case studies, Sacramento can apply proven strategies to ensure the success of its Railyards project .

National District
Redevelopment Case Studies
Jeff Perry, special to the Denver Business Journal - https://www.bizjournals.com/ denver/print-edition/2014/05/02/cover-story-union-station-stands-out-as-denvers.html Unlocking the Economic Impact of the Sacramento Railyards 27 Denver Union Station

DENVER, COLORADO

SCOPE & DEVELOPMENT TIMELINE
42-acre redevelopment; completed in 2014

CORE GOALS & URBAN CHALLENGES
The Denver Union Station project sought to transform an aging, underutilized rail hub into a vibrant, multimodal transportation center integrated with surrounding mixed-use development . The challenge was to balance historic preservation with modern transit infrastructure while catalyzing economic growth in the downtown core .

CASE STUDIES

FUNDING & FINANCING MECHANISMS
The project was largely funded through Tax Increment Financing (TIF), capturing future property tax growth to cover upfront infrastructure costs . Federal grants and private-sector investments further supported transit expansion and commercial development, ensuring the station served as both a regional gateway and an anchor for urban revitalization .

OUTCOMES & LESSONS LEARNED
Union Station now functions as Denver’s primary transit hub, seamlessly connecting light rail, commuter rail, and bus services . The redevelopment spurred over $5 billion in adjacent private investment, transforming the surrounding area into a thriving district with office space, retail, residential developments, and hospitality venues . The adaptive reuse of the historic station into a boutique hotel and retail hub ensured the site retained its architectural and cultural significance while integrating modern functionality .

APPLICABILITY TO SACRAMENTO’S RAIL YARDS
The SITF shares key parallels with Union Station, serving as a transit focal point within a larger redevelopment effort . Sacramento can replicate Denver’s success by strategically positioning SITF as an anchor for mixed-use development, leveraging EIFD financing in a manner similar to Denver’s TIF approach, and applying adaptive reuse principles to the Central Shops, transforming them into an active commercial and cultural district .

Denver Union Station-SOM - https://inhabitat.com/som-unveils-sweeping-bus- concourse-for-denvers-redeveloped-union-station/denver-union-station-som-14/ Unlocking the Economic Impact of the Sacramento Railyards 28 Philadelphia 30th Street Station District

PHILADELPHIA, PENNSYLVANIA

SCOPE & DEVELOPMENT TIMELINE
A 175-acre redevelopment project centered around 30th Street Station, planned for completion by 2050 .

CORE GOALS & URBAN CHALLENGES
The redevelopment of 30th Street Station is designed to transform the surrounding district into a transit-oriented hub while reconnecting fragmented neighborhoods . As one of the busiest rail stations in the country, the challenge has been to modernize rail infrastructure while integrating new commercial, residential, and public spaces into a cohesive urban framework .

FUNDING & FINANCING MECHANISMS
The project utilizes federal transportation funding, local investment, and tax increment-like mechanisms to support improvements in infrastructure and public spaces . Public-private partnerships have been critical in ensuring phased development that aligns with long-term citywide transit and economic growth strategies .

OUTCOMES & LESSONS LEARNED
The plan for 30th Street Station includes enhancements to multimodal transit access, a significant expansion of office and residential space, and new pedestrian-friendly urban corridors . By combining historic preservation with modern development, the district is set to become a key economic driver, generating thousands of jobs and strengthening connections between Center City and the University City district .

CASE STUDIES
APPLICABILITY TO SACRAMENTO’S RAIL YARDS
Sacramento’s Railyards shares many parallels with 30th Street Station, particularly in its goal of leveraging a major transportation hub to anchor a broader mixed-use district . The project underscores the importance of phased implementation that aligns with infrastructure readiness and market demand . Similarly, Sacramento can ensure the Sacramento Intermodal Transportation Facility (SITF) serves as a catalyst for integrated transit-oriented growth, incorporating commercial and residential development while reinforcing multimodal accessibility throughout downtown .

Philadelphia 30th Street Station District Plan - SOM
https://www.som.com/projects/philadelphia-30th-street-station-district-plan/ Unlocking the Economic Impact of the Sacramento Railyards 29 Mission Bay

SAN FRANCISCO, CALIFORNIA

SCOPE & DEVELOPMENT TIMELINE
A 303-acre mixed-use redevelopment initiated
in the late 1990s, now nearing completion .

CORE GOALS & URBAN CHALLENGES
Mission Bay was designed to transform former
industrial land and rail yards into a dense,
transit-oriented community . The project aimed
to address San Francisco’s housing shortages
while integrating institutional anchors, such as
the UCSF Medical Center, to create a
sustainable district with a mix of residential,
commercial, and research-oriented
developments . Balancing affordability,
infrastructure investment, and long-term
economic viability was critical to its success .

FUNDING & FINANCING MECHANISMS
The redevelopment relied heavily on Tax
Increment Financing (TIF) to fund infrastructure
and environmental remediation, ensuring
upfront investment without placing financial
strain on taxpayers . Public-private partnerships
also played a role, allowing institutional
anchors like UCSF to contribute directly to the
district’s success while complementing city-led
development efforts .

OUTCOMES & LESSONS LEARNED
Mission Bay successfully delivered 6,400
housing units, including a substantial portion of
affordable housing, alongside 3 .4 million
square feet of commercial space and 49 acres
of parks . The integration of UCSF Medical
Center as an economic anchor reinforced the
district’s stability, ensuring long-term workforce
growth and business investment . However,
affordability concerns and the challenge of
balancing private-sector involvement with
equitable development remain ongoing
considerations .

APPLICABILITY TO SACRAMENTO’S

RAIL YARDS
Sacramento’s Railyards redevelopment shares
many key similarities with Mission Bay,
particularly in its goal of integrating institutional
anchors—such as Kaiser Permanente’s medical
campus—into a broader mixed-use district . The
Railyards can apply Mission Bay’s lessons by
leveraging EIFD funding in a similar manner to
TIF, ensuring upfront infrastructure investment
while maintaining flexibility for long-term
housing and commercial development .

Additionally, strategic partnerships with
medical and research institutions will be
essential in securing lasting economic stability
while fostering a dynamic, transit-oriented
urban core .

CASE STUDIES
Via Surface Design Inc
Unlocking the Economic Impact of the Sacramento Railyards 30 Atlanta Beltline

ATLANTA, GEORGIA

SCOPE & DEVELOPMENT TIMELINE
A 22-mile multi-use trail and transit corridor encircling downtown Atlanta, initiated in the early 2000s and still undergoing phased development .

CORE GOALS & URBAN CHALLENGES
The Atlanta Beltline was designed to improve mobility, spur economic development, and connect 45 neighborhoods through an integrated network of trails, transit, and parks . The challenge was balancing urban revitalization with affordability, ensuring that development did not displace existing communities while fostering long-term investment and growth .

FUNDING & FINANCING MECHANISMS
The project was funded through a Tax Allocation District (TAD), Atlanta’s equivalent of Tax Increment Financing (TIF), which reinvests future property tax growth into infrastructure . Federal grants, private donations, and a Special Service District (SSD) further supplemented funding gaps, ensuring project continuity and expansion .

OUTCOMES & LESSONS LEARNED
The Beltline has generated over $7 billion in private investment, creating thousands of jobs while significantly expanding green space and transit infrastructure . However, affordability and displacement concerns remain key challenges, highlighting the need for proactive housing policies to maintain inclusive growth .

APPLICABILITY TO SACRAMENTO’S RAIL YARDS
Sacramento’s Railyards redevelopment similarly seeks to integrate transit, public spaces, and mixed-use development into a cohesive urban framework . Lessons from the Beltline emphasize the importance of leveraging tax increment financing (EIFD) for infrastructure, ensuring phased implementation aligns with long-term planning, and balancing revitalization with housing affordability to prevent displacement .

CASE STUDIES
Atlanta BeltLine Inc. - https://www.bizjournals.com/atlanta/news/2025/01/10/murphy-crossing- sale-beltline-termination.html
Unlocking the Economic Impact of the Sacramento Railyards 31 Over-the-Rhine

CINCINNATI, OHIO

SCOPE & DEVELOPMENT TIMELINE
A historic 110-block neighborhood undergoing phased revitalization since the early 2000s .

CORE GOALS & URBAN CHALLENGES
The Over-the-Rhine (OTR) redevelopment aimed to transform one of the nation’s most historically significant yet distressed urban neighborhoods .

The project prioritized historic preservation, housing revitalization, and economic activation while balancing concerns over affordability and community displacement .

FUNDING & FINANCING MECHANISMS
The initiative was supported by tax increment-like mechanisms, federal grants, and private investment coordinated through the Cincinnati Center City Development Corporation (3CDC) . Community engagement played a critical role in guiding redevelopment efforts, ensuring historic assets were preserved while encouraging economic growth .

OUTCOMES & LESSONS LEARNED
Over-the-Rhine saw substantial improvements in historic restoration, adaptive reuse, and infrastructure investment, leading to hundreds of new housing units, vibrant retail corridors, and renewed public spaces such as Washington Park . However, challenges emerged around housing affordability and balancing market-driven development with equitable community outcomes .

APPLICABILITY TO SACRAMENTO’S RAIL YARDS
Sacramento’s Railyards shares key similarities with Over-the-Rhine, particularly in its adaptive reuse of historic industrial structures within a broader redevelopment plan . The Railyards can apply lessons from OTR by ensuring its historic Central Shops are preserved as active commercial and cultural spaces, leveraging EIFD financing to support sustainable revitalization while maintaining affordability for diverse communities .

Thoughtful phasing and community engagement will be essential in balancing economic activation with equitable urban development .

CASE STUDIES
https://www.3cdc.org/old-site/where-we-work/ (left); Travis Estell - https://www.cnu.org/ publicsquare/2024/04/25/restorative-urbanism-over-rhine (right) Unlocking the Economic Impact of the Sacramento Railyards 32 CASE STUDIES
Stadium-Centered
Communities

HOW SPORTS ANCHORS DRIVE ECONOMIC
& URBAN ACTIVATION
Oracle Park

SAN FRANCISCO, CA

SCOPE & DEVELOPMENT TIMELINE
A waterfront stadium developed in 2000 as the
home of the San Francisco Giants, serving as a
catalyst for mixed-use growth in the surrounding
South Beach and Mission Bay areas .

CORE GOALS & URBAN CHALLENGES
More than a ballpark, Oracle Park was envisioned as an anchor for urban revitalization along San Francisco’s waterfront . The challenge was ensuring the stadium contributed to year-round economic activity beyond baseball season, integrating seamlessly with nearby commercial and residential development while strengthening transit connectivity .

FUNDING & FINANCING MECHANISMS
Unlike many professional sports venues, Oracle Park was financed entirely through private funding, making it a unique model for stadium-centered economic development . Additional investments in transit and surrounding commercial spaces were supported by public-private partnerships and local infrastructure funding, ensuring accessibility and long-term economic viability .

OUTCOMES & LESSONS LEARNED
Oracle Park helped transform the South Beach and Mission Bay districts, catalyzing investment in office space, retail, residential developments, and waterfront activation . The stadium’s integration with public transit—via regional rail (Caltrain), light rail (Muni), and ferry service—helped mitigate traffic congestion and reinforced its role as a walkable urban destination . Beyond sports, the venue has hosted concerts, corporate events, and community gatherings, ensuring sustained economic activity .

APPLICABILITY TO SACRAMENTO’S RAIL YARDS
Sacramento’s Republic FC soccer stadium aims to serve a similar role in anchoring mixed-use growth within the Railyards . Lessons from Oracle Park emphasize the importance of transit integration, ensuring the stadium is well-connected to regional systems . Leveraging adjacent commercial and residential development will also be essential in making the Railyards a dynamic, year-round destination beyond match days . Similar to how Oracle Park navigated private financing, a well-balanced public-private funding strategy can support Sacramento’s stadium-centered redevelopment while reinforcing the district’s economic sustainability . https://info.gtn.com/gtn-giants-game
Unlocking the Economic Impact of the Sacramento Railyards 33 Audi Field
WASHINGTON, D.C.

SCOPE & DEVELOPMENT TIMELINE
A soccer-specific stadium and mixed-use development for D .C . United, completed in 2018 .

CORE GOALS & URBAN CHALLENGES
Audi Field was designed to provide D .C . United with a permanent stadium while serving as a catalyst for economic growth in the Buzzard Point neighborhood . The challenge was integrating a sports venue into a broader urban revitalization strategy, ensuring year-round activation and avoiding the underutilization often seen in single-purpose stadium districts .

FUNDING & FINANCING MECHANISMS
The stadium was financed through a combination of private investment and city-backed funding for infrastructure improvements . Unlike many publicly subsidized venues, Audi Field’s development placed a significant financial responsibility on the club and its ownership, reducing taxpayer burden while leveraging city incentives to support accessibility and surrounding public spaces .

OUTCOMES & LESSONS LEARNED
Audi Field revitalized Buzzard Point, driving investment in residential, retail, and hospitality developments while reinforcing connections to nearby Navy Yard . Its success underscores the importance of integrating stadium projects into larger mixed-use developments rather than treating them as standalone venues . However, challenges remain in ensuring continued activation beyond match days and maintaining public accessibility amid ongoing neighborhood transformation .

APPLICABILITY TO SACRAMENTO’S RAIL YARDS
Sacramento’s Republic FC stadium shares many parallels with Audi Field, particularly in its role as a centerpiece for broader mixed-use redevelopment . The Railyards can apply key lessons by ensuring that the stadium is fully integrated into a multi-functional district, leveraging EIFD financing to support surrounding infrastructure while fostering year-round activation through events, retail, and transit-oriented accessibility . Strong coordination between public agencies and private investors will be essential in sustaining long-term economic and community benefits .

CASE STUDIES
https://populous.com/projects/dc-united-stadium
Unlocking the Economic Impact of the Sacramento Railyards 34 CASE STUDIES
Adaptive Reuse

LESSONS FOR TRANSFORMING HISTORIC

INDUSTRIAL SPACES
Flour Mill Lofts

DENVER, COLORADO

SCOPE & DEVELOPMENT TIMELINE
A historic flour mill repurposed into industrial-style lofts, with redevelopment completed in 2000 .

CORE GOALS & URBAN CHALLENGES
The Flour Mill Lofts project aimed to transform a deteriorating industrial structure into a modern residential community while preserving its architectural integrity . The challenge was balancing historic preservation with contemporary urban living, ensuring the adaptive reuse maintained the building’s character while integrating modern amenities .

FUNDING & FINANCING MECHANISMS
The redevelopment was privately funded, with additional support from historic preservation incentives . The project leveraged Denver’s broader urban renewal efforts, ensuring alignment with LoDo’s revitalization and the city’s push for adaptive reuse of industrial spaces .

OUTCOMES & LESSONS LEARNED
The Flour Mill Lofts successfully retained the building’s original industrial aesthetic while introducing high-end residential units with open floor plans, exposed brick, and large windows . The project demonstrated the viability of repurposing historic structures for modern use, reinforcing Denver’s commitment to preserving architectural heritage while fostering urban density . However, challenges included navigating preservation regulations and ensuring financial feasibility within a competitive real estate market .

APPLICABILITY TO SACRAMENTO’S RAIL YARDS
Sacramento’s Railyards redevelopment shares key parallels with the Flour Mill Lofts, particularly in its adaptive reuse of historic industrial buildings . The Railyards can apply lessons from this project by ensuring the Central Shops are preserved as active commercial and residential spaces, leveraging historic tax credits and EIFD financing to support sustainable revitalization . Thoughtful design strategies will be essential in maintaining architectural integrity while integrating modern functionality, reinforcing the district’s appeal as a dynamic urban destination .
https://pixelrayphotography.com/3d-model/flour-mill-lofts-denver-co /skinned/
Unlocking the Economic Impact of the Sacramento Railyards 35 The Source

DENVER, COLORADO

SCOPE & DEVELOPMENT TIMELINE
Adaptive reuse of an 1880s iron foundry into a 25,000 SF artisan market hall, completed in 2013, with a second phase adding a boutique hotel and additional retail space in 2018 .

CORE GOALS & URBAN CHALLENGES
The Source was designed to transform a vacant industrial building into a vibrant marketplace, fostering local businesses and revitalizing Denver’s River North (RiNo) district . The challenge was balancing historic preservation with modern functionality while ensuring the project contributed to long-term economic activation in the area .

FUNDING & FINANCING MECHANISMS
The redevelopment was supported by Tax Increment Financing (TIF) through the Denver Urban Renewal Authority, which helped fund structural repairs and infrastructure upgrades . Private investment played a significant role in securing tenants and expanding the project’s footprint, reinforcing its role as a commercial and hospitality hub .

OUTCOMES & LESSONS LEARNED
The Source successfully repurposed the historic iron foundry into a thriving artisan market, featuring restaurants, breweries, and specialty retailers . Its expansion into a boutique hotel further strengthened its role as a destination within RiNo, attracting both local visitors and tourists . The project demonstrated the value of adaptive reuse in urban revitalization, though challenges included maintaining affordability for small businesses and ensuring long-term sustainability amid rising property values .

APPLICABILITY TO SACRAMENTO’S RAIL YARDS
Sacramento’s Railyards redevelopment shares key parallels with The Source, particularly in its adaptive reuse of historic industrial structures .

The Railyards can apply lessons from this project by ensuring the Central Shops are repurposed as an active commercial and cultural hub, leveraging EIFD financing to support infrastructure improvements while fostering a mix of local businesses . Thoughtful tenant selection and phased development will be essential in maintaining vibrancy and long-term economic viability .

CASE STUDIES
https://denver.eater.com/venue/1296/the-source
Unlocking the Economic Impact of the Sacramento Railyards 36 Unlocking the Economic Impact of the Sacramento Railyards 37 CONCLUSION

THE SACRAMENTO RAIL YARDS REDEVELOPMENT IS MORE THAN AN AMBITIOUS URBAN PROJECT —it is a catalyst for the city’s future, driving sustainable growth, economic resilience, and community vitality . By harnessing innovative financing tools such as the Enhanced Infrastructure Financing District (EIFD) and integrating principles of connectivity, inclusivity, and environmental stewardship, the Railyards will redefine Sacramento’s urban core, creating a dynamic mixed-use district that enhances mobility, strengthens neighborhoods, and attracts long-term investment .

With key milestones already achieved and transformative impacts ahead, stakeholders must act now to finalize the EIFD expansion, ensuring that infrastructure investments keep pace with development needs . This expansion will accelerate critical transit improvements, housing accessibility, and public space investments, establishing the Railyards as a regional economic engine and a national model for smart urban redevelopment .

The path forward is clear: coordinated efforts across public and private sectors are essential to unlocking the district’s full potential . By advancing the EIFD framework, aligning funding priorities, and pushing development momentum forward, Sacramento can solidify its leadership in equitable, sustainable urban transformation—setting a bold precedent for cities nationwide .

By taking decisive action today, the Railyards project will not only shape Sacramento’s skyline but define its legacy for generations to come .

A Vision for
Sacramento’s Future

PREPARED BY
Roger Weber, Urban Places Sector Leader, USA
Stantec Urban Places
Stantec Consulting Services Inc .

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Appendix

ME M O R A N D U M
To: Sacramento Republic Football Club and Downtown
Railyard Ventures
From: Jamie Gomes and Tom Martens
Subject: Railyards Economic Impact Analysis
Date: May 23, 2025

Economic and Planning Systems, Inc. (EPS) has been retained by the Sacramento Republic Football Club (SRFC) and
Downtown Railyard Ventures (DRV) to estimate the economic impact of the proposed Railyards development, a planned mixed-use urban development adjacent to Downtown
Sacramento.

Development of the eastern portion of the Railyards is being led by SRFC. The eastern portion of the Railyards will include a new SRFC stadium, along with several mixed use/residential towers over podium parking and commercial space.

Development of the western portion of the Railyards is being led by DRV. The western portion of the Railyards will include the Sacramento Valley Station, a Kaiser Permanente hospital plus associated buildings, a retail-dining destination within historic railyard structures, multifamily residential, affordable residential, office and hotel uses.

This memorandum displays the economic impact analysis for the eastern and western portions separately, as well as for the combined Railyards development overall.

Railyards Economic Impacts
May 23, 2025
Economic & Planning Systems, Inc. (EPS) 2
Summary of Findings
Economic impacts include ongoing annual impacts from the operation of the planned development with the Railyards (modeled at buildout) and the one-time impacts from construction of the Railyards. The ongoing and one-time economic impacts are presented separately.

The direct activity occurring at Railyards (both the ongoing activity after completion and one-time construction activity) will generate additional economic activity throughout the local economy, resulting in the multiplier effects described below.

Overview of Economic Multiplier Effects
The direct economic activity in Railyards will generate additional indirect economic effects in the surrounding region through business-to-business activities.

In addition, on-site employees and households residing in the residential components will generate induced economic activity in the surrounding region through household spending. For this study, the larger region analyzed for economic multiplier effects is Sacramento County.

Figure 1 summarizes the definition of direct, indirect, and induced economic multiplier effects.

Figure 1 Economic Multiplier Effects

Railyards Economic Impacts
May 23, 2025
Economic & Planning Systems, Inc. (EPS) 3
Ongoing Impacts from Operations
At buildout, the Railyards is estimated to support approximately 13,500 on-site jobs across the different uses. Throughout Sacramento County, the total number of jobs supported is estimated at nearly 24,000, including on-site employment.

The total countywide annual economic output, including indirect and induced impacts, is estimated to be $4.4 billion.

Table 1 Ongoing Economic Impact Summary

As illustrated in Figure 2 though Figure 4 below, Railyards West is expected to generate a significant share of the estimated economic impact due to the presence of the hospital and commercial spaces to support onsite employment.

EstimatedArea/UseOn-Site EmploymentEmployment WagesEconomic OutputRailyards Total13,56323,947$2,113.4 M $4,440.0 M Railyards EastStadium 49 71 $4.0 M $7.2 M Commercial/Retail 992 1,227 $46.2 M $115.2 M Residential - Households - 1,054 $69.6 M $199.8 M Residential - Prop. Mngmt. 56 72 $3.1 M $33.8 M Hotel 90 120 $6.5 M $18.0 M East Subtotal1,1872,543$129.5 M $374.0 M Railyards WestHospital 3,100 5,961 $668.4 M $1,393.7 M Hospital-Office 572 985 $112.8 M $191.9 M Residential - Households - 1,429 $94.4 M $271.1 M Affordable - Households - 69 $4.5 M $13.5 M Residential - Prop. Mngmt. 82 106 $4.6 M $49.5 M Office 6,895 10,681 $1,009.2 M $1,915.1 M Hotel 368 491 $26.7 M $73.5 M Central Shops 1,359 1,682 $63.3 M $157.8 M West Subtotal12,37621,404$1,983.9 M $4,066.0 M Source: Implan; EPS.

Total Direct, Indirect, and Induced Effects
Railyards Economic Impacts
May 23, 2025
Economic & Planning Systems, Inc. (EPS) 4
Figure 2 Railyards Ongoing Economic Output

Figure 3 Railyards Ongoing Employment Effects

Figure 4 Railyards Ongoing Earnings Effects

-$1.0 B$2.0 B$3.0 B$4.0 B$5.0 BRailyards East Railyards West Railyards TotalOngoing Economic Output (2025$)DirectIndirectInduced - 5,000 10,000 15,000 20,000 25,000 30,000Railyards East Railyards West Railyards TotalOngoing Employment (Jobs)DirectIndirectInduced -$0.5 B$1.0 B$1.5 B$2.0 B$2.5 BRailyards East Railyards West Railyards TotalOngoing Earnings (2025$)DirectIndirectInduced Railyards Economic Impacts
May 23, 2025
Economic & Planning Systems, Inc. (EPS) 5
The ongoing impacts by effect illustrated in the figures above are summarized in Table 2 below.

Table 2 Ongoing Economic Impacts by Effects

Area/EffectEmployment WagesEconomic OutputRailyards EastDirect 1,187 $39.6 M $116.5 M Indirect 162 $11.3 M $31.1 M Induced 1,194 $78.7 M $226.4 M East Subtotal2,543$129.5 M $374.0 M Railyards WestDirect 12,376 $1,378.4 M $2,371.2 M Indirect 3,288 $233.0 M $233.0 M Induced 5,739 $372.4 M $1,086.0 M West Subtotal21,404$1,983.9 M $3,690.3 M Railyards TotalDirect 13,563 $1,418.0 M $2,487.7 M Indirect 3,451 $244.3 M $264.1 M Induced 6,933 $451.1 M $1,312.4 M Railyards Total23,947$2,113.4 M $4,064.2 M Source: Implan; EPS.

Economic Impact
Railyards Economic Impacts
May 23, 2025
Economic & Planning Systems, Inc. (EPS) 6
One-Time Impacts from Construction
Construction of Railyards is estimated to support a total of about 39,000 annual jobs1 within Sacramento County, as detailed in Table 3. About 26,000 of the annual jobs would be directly supported by on-site construction activity (see Table 4), while the remainder would result from related business-to-business spending and household spending of the wages earned throughout the area. The total economic output from Railyards construction is $8.2 billion.

Table 3 One-Time Economic Impact Summary

As illustrated in Figure 5 though Figure 7 below, the larger footprint of Railyards West is expected to generate a significant share of the estimated economic impact from construction.

1 Economic impact modeling estimates employment over a one-year timeframe, with each job supported during the construction phase equaling one year of employment. Therefore, if the total construction period lasts 5 years, the average number of jobs in any given year would be the total divided by 5 (20% of the total).

EstimatedArea/UseConstruction SpendingEmployment WagesEconomic OutputRailyards Total$5,463.3 M39,066$3,087.9 M$8,206.2 MRailyards EastStadium $146.0 M 1,159 $100.8 M $240.5 MPodium-Garage $129.5 M 1,028 $89.4 M $213.3 MPodium-Commercial $124.0 M 830 $64.8 M $177.6 MResidential $980.0 M 6,448 $496.8 M $1,433.3 MHotel $68.8 M 460 $35.9 M $98.5 MInfrastructure $40.1 M 254 $22.5 M $56.6 MOpen Space $2.4 M 15 $1.3 M $3.3 MEast Subtotal$1,490.7 M10,194$811.6 M$2,223.1 MRailyards WestHospital $657.5 M 6,641 $533.5 M $1,160.8 MHospital-Garage $43.1 M 342 $29.7 M $70.9 MHospital-Plant $65.0 M 567 $45.4 M $105.4 MHospital-Office $102.9 M 688 $53.8 M $147.4 MResidential $1,329.3 M 8,747 $673.8 M $1,944.2 MAffordable Residential $105.0 M 691 $53.2 M $153.6 MOffice $827.4 M 5,535 $432.4 M $1,184.9 MHotel $281.1 M 1,880 $146.9 M $402.5 MCentral Shops $382.4 M 2,558 $199.9 M $547.6 MGarage $42.6 M 338 $29.4 M $70.2 MInfrastructure $124.3 M 788 $69.8 M $175.7 MOpen Space $12.1 M 96 $8.3 M $19.9 MWest Subtotal$3,972.6 M28,872$2,276.2 M$5,983.1 MSource: Implan; EPS.

Total Direct, Indirect, and Induced Effects
Railyards Economic Impacts
May 23, 2025
Economic & Planning Systems, Inc. (EPS) 7
Figure 5 Railyards One-Time Economic Output

Figure 6 Railyards One-Time Employment Effects

Figure 7 Railyards One-Time Earnings Effects

-$2 B$4 B$6 B$8 B$10 BRailyards East Railyards West Railyards TotalOne-Time Economic Output (2025$)DirectIndirectInduced - 10,000 20,000 30,000 40,000 50,000Railyards East Railyards West Railyards TotalOne-Time Employment (Annual Jobs)DirectIndirectInduced -$1 B$1 B$2 B$2 B$3 B$3 B$4 BRailyards East Railyards West Railyards TotalOne-Time Earnings (2025$)DirectIndirectInduced Railyards Economic Impacts
May 23, 2025
Economic & Planning Systems, Inc. (EPS) 8
The One-Time impacts by effect illustrated in the figures above are summarized in Table 4 below.

Table 4 One-Time Economic Impacts by Effects

Notes Regarding Approach
Assumptions regarding construction costs and on-site employment have been developed in conjunction with DRV and SRFC or rely on assumptions included in the previously completed fiscal impact analysis. While the assumptions have been deemed reasonable, independent market research to verify assumptions has not been completed as part of this analysis.

Area/EffectEmployment WagesEconomic OutputRailyards EastDirect 6,744 $578.2 M $1,530.5 M Indirect 1,570 $112.3 M $337.7 M Induced 1,880 $121.1 M $354.9 M East Subtotal10,194$811.6 M $2,223.1 M Railyards WestDirect 19,857 $1,657.7 M $4,141.0 M Indirect 3,737 $278.0 M $844.3 M Induced 5,277 $340.6 M $997.8 M West Subtotal28,872$2,276.2 M $5,983.1 M Railyards TotalDirect 26,602 $2,235.8 M $5,671.5 M Indirect 5,308 $390.3 M $1,182.0 M Induced 7,157 $461.7 M $1,352.7 M Railyards Total39,066$3,087.9 M $8,206.2 M Source: Implan; EPS.Economic Impact Railyards Economic Impacts
May 23, 2025
Economic & Planning Systems, Inc. (EPS) 9
Appendix

Appendix Table 1 Program and Construction Cost Estimates Appendix Table 2 One-Time Construction Economic Multiplier Calculations Appendix Table 3 One-Time Construction Economic Impact Multipliers Appendix Table 4 Ongoing Operations Economic Multiplier Inputs Appendix Table 5 Ongoing Operations Economic Multiplier Calculations Appendix Table 6 Ongoing Annual Economic Impact Multipliers Appendix Table 7 Stadium Employment Estimate

Appendix Table 1
Railyards Economic Impact Analysis
Program and Construction Cost Estimates
Soft Cost Implan Construction
Area/Use Quantity Units Cost/Unit AdjustmentHard Cost/Unit Total Cost Sector Multipliers Used Input Type Divisor East
Stadium (w/FF&E) 1.00 total $146,000,000 na $146,000,000 $146,000,000 Construction of Other New Nonresidential StructuresIndustry OutputPer $1,000,000 Podium-Garage 3,700 spaces $35,000 na $35,000 $129,500,000 Construction of Other New Nonresidential StructuresIndustry OutputPer $1,000,000 Podium-Commercial 310,000 sq ft $400 na $400 $124,000,000 Construction of New Commercial Structures Industry OutputPer $1,000,000 Residential 2,800 units $350,000 na $350,000 $980,000,000 Construction of New Multifamily Residential StructuresIndustry OutputPer $1,000,000 Hotel (w/FF&E) 250 rooms $275,000 na $275,000 $68,750,000 Construction of New Commercial Structures Industry OutputPer $1,000,000 Infrastructure na na $47,155,009 15% $40,081,758 $40,081,800 Construction of New Highways and Streets Industry OutputPer $1,000,000 Open Space 1.19 ac $2,782,514 15% $2,365,137 $2,365,100 Construction of New Highways and Streets Industry OutputPer $1,000,000 East Subtotal $1,490,696,900
West
Hospital (w/FF&E) 657,500 sq ft $1,000 na $1,000 $657,500,000 Construction of New Healthcare Structures Industry OutputPer $1,000,000 Hospital-Garage 1,230 spaces $35,000 na $35,000 $43,050,000 Construction of Other New Nonresidential StructuresIndustry OutputPer $1,000,000 Hospital-Plant 32,500 sq ft $2,000 na $2,000 $65,000,000 Construction of New Power and Communication StructuresIndustry OutputPer $1,000,000 Hospital-Office 171,500 sq ft $600 na $600 $102,900,000 Construction of New Commercial Structures Industry OutputPer $1,000,000 Residential 3,798 units $350,000 na $350,000 $1,329,300,000 Construction of New Multifamily Residential StructuresIndustry OutputPer $1,000,000 Affordable Residential 300 units $350,000 na $350,000 $105,000,000 Construction of New Multifamily Residential StructuresIndustry OutputPer $1,000,000 Office 2,068,500 sq ft $400 na $400 $827,400,000 Construction of New Commercial Structures Industry OutputPer $1,000,000 Hotel (w/FF&E) 1,022 rooms $275,000 na $275,000 $281,050,000 Construction of New Commercial Structures Industry OutputPer $1,000,000 Central Shops 424,905 sq ft $900 na $900 $382,414,500 Construction of New Commercial Structures Industry OutputPer $1,000,000 Garage 1,218 spaces $35,000 na $35,000 $42,630,000 Construction of Other New Nonresidential StructuresIndustry OutputPer $1,000,000 Infrastructure na na $146,286,808 15% $124,343,787 $124,343,800 Construction of New Highways and Streets Industry OutputPer $1,000,000 Open Space 40.75 ac $14,185,002 15% $12,057,251 $12,057,300 Construction of Other New Nonresidential StructuresIndustry OutputPer $1,000,000 West Subtotal $3,972,645,600
Railyards Total $5,463,342,500
Source: Indomitable; Machete; DRV; EPS.

Prepared by EPS 5/23/2025 Z:\Shared\Projects\SAC\252000\252012 Railyards East-West EIA\Model\Railyards EIA m03 Appendix Table 2
Railyards Economic Impact Analysis
One-Time Construction Economic Multiplier Calculations
Multiplier
Input Direct Indirect Induced
(Construction Employ- Direct Direct Employ- Indirect Indirect Employ- Induced Induced Area/Use Cost) ment Income Output ment Income Output ment Income Output East
Stadium $146,000,000 800 $76,135,448 $167,111,753 128 $9,790,997 $29,698,876 231 $14,907,991 $43,678,557 Podium-Garage $129,500,000 710 $67,531,099 $148,225,836 114 $8,684,480 $26,342,496 205 $13,223,184 $38,742,282 Podium-Commercial $124,000,000 575 $46,893,388 $124,000,000 104 $8,209,408 $25,138,173 150 $9,706,028 $28,437,467 Residential $980,000,000 4,155 $343,676,092 $980,000,000 1,137 $78,704,319 $235,354,977 1,156 $74,395,602 $217,969,934 Hotel $68,750,000 319 $25,999,358 $68,750,000 58 $4,551,587 $13,937,495 83 $5,381,366 $15,766,741 Infrastructure $40,081,800 175 $16,950,914 $40,081,800 28 $2,226,588 $6,819,764 52 $3,326,935 $9,747,505 Open Space $2,365,100 10 $1,000,220 $2,365,100 2 $131,384 $402,413 3 $196,312 $575,169 East Subtotal $1,490,696,900 6,744 $578,186,519$1,530,534,489 1,570 $112,298,762 $337,694,194 1,880 $121,137,420 $354,917,655 West
Hospital $657,500,000 4,892 $413,881,575 $803,292,018 513 $39,781,735 $123,630,803 1,236 $79,825,188 $233,877,944 Hospital-Garage $43,050,000 236 $22,449,528 $49,275,075 38 $2,887,003 $8,757,100 68 $4,395,815 $12,879,191 Hospital-Plant $65,000,000 411 $34,513,129 $73,435,785 50 $4,077,406 $12,051,989 105 $6,791,877 $19,899,363 Hospital-Office $102,900,000 477 $38,913,948 $102,900,000 86 $6,812,484 $20,860,629 125 $8,054,438 $23,598,511 Residential $1,329,300,000 5,636 $466,172,071$1,329,300,000 1,542 $106,756,788 $319,242,216 1,569 $100,912,321 $295,660,646 Affordable Residential $105,000,000 445 $36,822,438 $105,000,000 122 $8,432,606 $25,216,605 124 $7,970,957 $23,353,922 Office $827,400,000 3,839 $312,899,910 $827,400,000 695 $54,777,934 $167,736,485 1,001 $64,764,255 $189,751,291 Hotel $281,050,000 1,304 $106,285,376 $281,050,000 236 $18,606,887 $56,976,480 340 $21,999,026 $64,454,436 Central Shops $382,414,500 1,774 $144,618,640 $382,414,500 321 $25,317,714 $77,525,821 463 $29,933,273 $87,700,804 Garage $42,630,000 234 $22,230,508 $48,794,343 38 $2,858,837 $8,671,665 67 $4,352,929 $12,753,540 Infrastructure $124,343,800 542 $52,585,989 $124,343,800 86 $6,907,434 $21,156,619 160 $10,320,988 $30,239,207 Open Space $12,057,300 66 $6,287,589 $13,800,798 11 $808,582 $2,452,659 19 $1,231,165 $3,607,161 East Subtotal $3,972,645,600 19,857 $1,657,660,700$4,141,006,319 3,737 $278,025,409 $844,279,071 5,277 $340,552,233 $997,776,015 Railyards Total $5,463,342,500 26,602 $2,235,847,218$5,671,540,808 5,308 $390,324,171$1,181,973,265 7,157 $461,689,653$1,352,693,671 Source: Indomitable; Machete; DRV; EPS.

Multiplier Output
Prepared by EPS 5/23/2025 Z:\Shared\Projects\SAC\252000\252012 Railyards East-West EIA\Model\Railyards EIA m03 Appendix Table 3
Railyards Economic Impact Analysis
One-Time Construction Economic Impact Multipliers
Direct Indirect Induced
Employ- Direct Direct Employ- Indirect Indirect Employ- Induced Induced Activity/Sectors Input Type Divisor ment Income Output ment Income Output ment Income Output Construction of New Healthcare Structures Industry Output Per 1,000,000 7.44 629,478 1,221,737 0.78 60,505 188,032 1.88 121,407 355,708 Construction of New Power and Communication StructuresIndustry Output Per 1,000,000 6.33 530,971 1,129,781 0.77 62,729 185,415 1.62 104,490 306,144 Construction of New Highways and Streets Industry Output Per 1,000,000 4.36 422,908 1,000,000 0.69 55,551 170,146 1.29 83,004 243,190 Construction of New Commercial Structures Industry Output Per 1,000,000 4.64 378,172 1,000,000 0.84 66,205 202,727 1.21 78,274 229,334 Construction of Other New Nonresidential Structures Industry Output Per 1,000,000 5.48 521,476 1,144,601 0.88 67,062 203,417 1.58 102,110 299,168 Construction of New Multifamily Residential StructuresIndustry Output Per 1,000,000 4.24 350,690 1,000,000 1.16 80,311 240,158 1.18 75,914 222,418 Source: Implan; EPS.

Prepared by EPS 5/23/2025 Z:\Shared\Projects\SAC\252000\252012 Railyards East-West EIA\Model\Railyards EIA m03 Appendix Table 4
Railyards Economic Impact Analysis
Ongoing Operations Economic Multiplier Inputs
Multiplier Multiplier
Area/Use Quantity Units Basis Code Sector Name Value Description Input East
Stadium 1.00 total Industry Employmentna Combination (See Appendix Table 6) 49 Employment 49 Commercial/Retail 310,000 sq ft Industry Output na Combination (See Appendix Table 6) $294 Sales per Sq Ft [1] $91,176,471 Residential - Households 2,800 units Households 10006 Households $70-100K $82,000 Income per Household $229,600,000 Residential - Prop. Mngmt. 56 employ. Industry Employment430 Tenant Occupied Housing 56 Employees 56 Hotel 250 rooms Industry Output 489 Hotels and Motels $48,545 RevPAR [2] $12,136,250 West
Hospital 657,500 sq ft Industry Employment472 Hospitals 3,100 Total Projected Employment 3,100 Hospital-Office 171,500 sq ft Industry Employment465 Offices of Physicians 300 Square Feet per Employee 572 Residential - Households 3,798 units Households 10006 Households $70-100K $82,000 Income per Household $311,436,000 Affordable - Households 300 units Households 10005 Households $50-70K $53,000 Income per Household $15,900,000 Residential - Prop. Mngmt. 82 employ. Industry Employment430 Tenant Occupied Housing 82 Employees 82 Office 2,068,500 sq ft Industry Employmentna Combination (See Appendix Table 6) 300 Square Feet per Employee 6,895 Hotel 1,022 rooms Industry Output 489 Hotels and Motels $48,545 RevPAR [2] $49,612,990 Central Shops 424,905 sq ft Industry Output na Combination (See Appendix Table 6) $294 Sales per Sq Ft [1] $124,972,059 Source: Indomitable; Machete; DRV; EPS.
[1] Taxable sales per square foot of $250 / 85% assumed taxable sales. [2] Revenue per Available Room calculated at $190 ADR x 70% occupancy x 365 days.

Program Implan Multiplier Input Assumptions
Prepared by EPS 5/23/2025 Z:\Shared\Projects\SAC\252000\252012 Railyards East-West EIA\Model\Railyards EIA m03 Appendix Table 5
Railyards Economic Impact Analysis
Ongoing Operations Economic Multiplier Calculations
Direct Indirect Induced
Multiplier Multiplier Employ- Direct Direct Employ- Indirect Indirect Employ- Induced Induced Area/Use Input Basis ment Income Output ment Income Output ment Income Output East
Stadium 49 Industry Employment 49 $2,680,567 $3,756,172 12 $693,901 $1,550,269 10 $636,148 $1,863,837 Commercial/Retail $91,176,471 Industry Output 992 $30,481,206 $69,894,826 127 $8,727,776 $24,766,715 108 $6,993,984 $20,491,519 Residential - Households$229,600,000 Households - - - - - - 1,054 $69,602,188 $199,844,836 Residential - Prop. Mngmt. 56 Industry Employment 56 $1,936,556 $30,718,446 8 $716,456 $1,654,733 8 $495,296 $1,451,161 Hotel $12,136,250 Industry Output 90 $4,465,681 $12,136,250 15 $1,116,312 $3,090,950 15 $938,737 $2,750,381 East Subtotal 1,187 $39,564,010 $116,505,694 162 $11,254,446 $31,062,666 1,194 $78,666,354 $226,401,735 West
Hospital 3,100 Industry Employment 3,100 $476,422,800 $866,677,172 1,398 $97,539,900 $250,362,090 1,463 $94,436,194 $276,685,955 Hospital-Office 572 Industry Employment 572 $84,185,678 $113,116,429 156 $11,962,260 $30,013,203 258 $16,629,903 $48,723,521 Residential - Households$311,436,000 Households - - - - - - 1,429 $94,410,397 $271,075,246 Affordable - Households$15,900,000 Households - - - - - - 69 $4,482,592 $13,465,885 Residential - Prop. Mngmt. 82 Industry Employment 82 $2,834,288 $44,958,639 12 $1,048,585 $2,421,820 11 $724,902 $2,123,877 Office 6,895 Industry Employment 6,895 $754,953,231$1,201,074,132 1,486 $105,949,372 $279,412,804 2,299 $148,329,061 $434,585,521 Hotel $49,612,990 Industry Output 368 $18,255,702 $49,612,990 63 $4,563,484 $12,635,803 60 $3,837,557 $11,243,559 Central Shops $124,972,059 Industry Output 1,359 $41,779,410 $95,802,132 174 $11,962,825 $33,946,777 149 $9,586,384 $28,086,932 East Subtotal 12,376 $1,378,431,110$2,371,241,495 3,288 $233,026,426 $608,792,498 5,739 $372,436,988$1,085,990,495 Railyards Total 13,563 $1,417,995,119$2,487,747,188 3,451 $244,280,872 $639,855,164 6,933 $451,103,342$1,312,392,229 Source: Indomitable; Machete; DRV; EPS.

Multiplier Output
Prepared by EPS 5/23/2025 Z:\Shared\Projects\SAC\252000\252012 Railyards East-West EIA\Model\Railyards EIA m03 Appendix Table 6
Railyards Economic Impact Analysis
Ongoing Annual Economic Impact Multipliers
Direct Indirect Induced
Assumed Employ- Direct Direct Employ- Indirect Indirect Employ- Induced Induced Activity/Sectors Share Input Type Divisor ment Income Output ment Income Output ment Income Output Stadium Operation
Commercial Sports (Excl. Racing) 60% Industry Employment Per 1,0001,000.00 72,124,59856,389,984 141.71 9,406,07212,951,684 243.85 15,701,64446,003,993 Promotion of Permforming Arts and Sports20% Industry Employment Per 1,0001,000.00 24,111,642126,774,668 577.09 30,663,53783,757,456 154.23 9,939,56429,121,722 Performing Arts Companies 10% Industry Employment Per 1,0001,000.00 29,858,472100,189,608 251.38 16,039,61746,072,394 127.75 8,235,15224,127,991 Other Amusements and Recreation 10% Industry Employment Per 1,0001,000.00 36,225,08574,486,899 118.95 7,809,40525,083,925 116.28 7,501,88421,979,573 Stadium Operation Consolidated Multipliers Industry Employment Per 1,0001,000.00 54,705,44376,656,575 237.48 14,161,25231,638,134 201.56 12,982,60338,037,497 Hospital Operation
Hospitals 100% Industry Employment Per 1,0001,000.00153,684,774279,573,281 450.82 31,464,48480,761,965 472.04 30,463,28889,253,534 Hospital Operation Multipliers Industry Employment Per 1,0001,000.00153,684,774279,573,281 450.82 31,464,48480,761,965 472.04 30,463,28889,253,534 Medical Office Operation
Offices of Physicians 100% Industry Employment Per 1,0001,000.00147,263,578197,871,304 272.02 20,925,23552,501,230 450.94 29,090,20985,230,649 Medical Office Operation Multipliers Industry Employment Per 1,0001,000.00147,263,578197,871,304 272.02 20,925,23552,501,230 450.94 29,090,20985,230,649 Retail Operation
Retaurants Full Service 15% Industry Output Per 1,000,000 9.47 348,017 1,000,000 1.43 109,817 317,066 1.20 77,460 226,947 Restaurants Limited Service 15% Industry Output Per 1,000,000 8.34 268,902 1,000,000 1.66 120,220 367,589 1.03 66,581 195,074 All Other Food and Drinking Places 15% Industry Output Per 1,000,000 12.27 449,328 1,000,000 1.58 125,179 314,102 1.50 96,673 283,239 Retail General Merchandise 25% Industry Output Per 1,000,000 2.44 103,465 268,000 0.35 24,760 67,900 0.34 21,980 64,399 Personal Care Services 15% Industry Output Per 1,000,000 30.82 766,123 1,126,923 2.74 162,102 474,614 2.79 179,641 526,327 Miscellaneous Store Retailers 15% Industry Output Per 1,000,000 7.55 223,922 537,000 1.27 79,576 224,362 0.84 54,400 159,385 Retail Operation Consolidated Multipliers Industry Output Per 1,000,000 10.88 334,310 766,588 1.39 95,724 271,635 1.19 76,708 224,746 Hotel Operation
Hotels and Motels 100% Industry Output Per 1,000,000 7.42 367,962 1,000,000 1.27 91,982 254,687 1.20 77,350 226,625 Hotel Operation Multipliers Industry Output Per 1,000,000 7.42 367,962 1,000,000 1.27 91,982 254,687 1.20 77,350 226,625 Office Operation
Management of Companies and Enterprises15% Industry Employment Per 1,0001,000.00122,873,846238,762,697 377.60 27,544,70982,512,951 400.74 25,855,22675,752,537 Office Adminstrative Services 20% Industry Employment Per 1,0001,000.00 81,829,62888,342,214 155.21 11,318,28927,584,301 254.90 16,439,95048,167,003 Emp./Payroll State Government, Other Svcs15% Industry Employment Per 1,0001,000.00154,752,196170,840,048 0.00 0 0 399.99 25,817,64775,642,378 Legal Services 10% Industry Employment Per 1,0001,000.00125,676,909268,977,470 210.80 14,155,56340,015,050 363.17 23,420,70668,619,759 Accounting, Tax Prep, Bookkeeping, Payroll Services10% Industry Employment Per 1,0001,000.00 90,193,326159,407,288 205.90 13,120,69735,075,087 278.28 17,946,97852,582,413 Architecture, Engineering, and Related Services10% Industry Employment Per 1,0001,000.00125,008,776234,098,739 289.30 22,197,54354,626,338 398.67 25,707,54075,319,912 Environmental and Other Technical Consulting Services10% Industry Employment Per 1,0001,000.00113,310,199194,771,690 359.48 26,539,36562,983,008 384.78 24,812,82572,698,500 Business Support Services 10% Industry Employment Per 1,0001,000.00 60,641,01793,605,696 213.39 13,694,35433,602,233 199.21 12,848,28037,643,858 Office Operation Consolidated Multipliers Industry Employment Per 1,0001,000.00109,492,854174,194,943 215.57 15,366,11640,523,974 333.50 21,512,55463,029,082 Households $50-70K
Households $50-70K 100% Households Per 1,000,000 0.00 0 0 0.00 0 0 4.37 281,924 846,911 Households $50-70K Multipliers Households Per 1,000,000 0.00 0 0 0.00 0 0 4.37 281,924 846,911 Households $70-100K
Households $70-100K 100% Households Per 1,000,000 0.00 0 0 0.00 0 0 4.59 303,145 870,404 Households $70-100K Multipliers Households Per 1,000,000 0.00 0 0 0.00 0 0 4.59 303,145 870,404 Residential Property Management
Tenant Occupied Housing 100% Industry Employment Per 1,0001,000.00 34,581,354548,543,673 151.18 12,793,86129,548,799 137.35 8,844,57725,913,581 Res. Property Management Multipliers Industry Employment Per 1,0001,000.00 34,581,354548,543,673 151.18 12,793,86129,548,799 137.35 8,844,57725,913,581 Source: Implan; EPS.

Prepared by EPS 5/23/2025 Z:\Shared\Projects\SAC\252000\252012 Railyards East-West EIA\Model\Railyards EIA m03 Appendix Table 7
Railyards Economic Impact Analysis
Stadium Employment Estimate
Estimated
Annual Average Annual
Number Staff Staff Event Staff Staff Event
Events of Events Per Event Days Event Hours Hours [1]
SRFC Regular Season 17 221 3,757 5.0 18,785
SRFC Special Games 1 241 241 5.0 1,205
SRFC Playoff Games 1 228 228 5.0 1,140
CONCACAF/Cup Games 2 304 608 5.0 3,040
US National Team Matches 1 221 221 5.0 1,105
Other Soccer Events 3 279 837 5.0 4,185
Concerts - Tier I 2 244 488 8.0 3,904
Concerts - Tier II 5 204 1,020 8.0 8,160
Community Events 5 102 510 5.0 2,550
Total 37 na 7,910 na 44,074
Assumed Annual Hours for Part Time Status [2] 1,200
Temp Event Part Time Employee Equivalent [3] 37
Plus Total Full Time Employees 12
Total Stadium Employment 49
Source: SRFC; ESA; EPS.
[1] Assumes 4.0 temp staff hours per event.
[2] 50 weeks x 24 hours per week.
[3] Total annual temp staff event hours divided by 1,400 hours.

Prepared by EPS 5/23/2025 Z:\Shared\Projects\SAC\252000\252012 Railyards East-West EIA\Model\Railyards EIA m03

Sacramento City CouncilJune 10, 2025

Sacramento City Council
June 10, 2025