Sacramento City Council
August 12, 2025

City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2025-01143 8/12/2025
[Pass for Publication] Birchway at Natomas Apartments Rezone (P24-033) File ID: 2025-01143
Location: APN: 225-2110-028-0000, 225-2110-055-0000, 225-2110-056-0000, 225-2110-059-0000, 120 Promenade Circle, District 3
Recommendation: 1) Review: a) a Resolution adopting the addendum to the previously approved Natomas Recirculated Environmental Impact Report (Per Public Resources Code section 21166 and CEQA Guidelines sections 15162 and 15164); b) an Ordinance approving the Birchway Apartments Development Agreement between the City of Sacramento and Kaiser Foundation Health Plan, Inc. (the “landowner”); c) an Ordinance to rezone 12.9 acres from Employment Center (EC-50-PUD) zoning to Multi-Unit Dwelling (R-3A-PUD) zoning; d) a Resolution for: i) a Planned Unit Development (PUD) Schematic Plan Amendment to designate the site for residential and park-and-ride uses in the Promenade at Natomas PUD; and ii) PUD Guidelines Amendment to allow residential uses; and e) a Resolution for: i) Site Plan and Design Review for the construction of 378 multi-unit dwellings, resident amenities, 165 park-and-ride vehicle parking spaces, and other site improvements totaling 350,050 square feet; and ii) Tree Permit for the removal of four private protected trees and six city- owned trees; and 2) pass for publication the ordinance titles per City Charter section 32(c) to be considered August 12, 2025.

Contact: Jose Quintanilla, Associate Planner, (916) 808-5879, [email protected]; Stacia Cosgrove, Principal Planner, (916) 808-7110, [email protected]; Community Development Department
Presenter: Jose Quintanilla, Associate Planner, (916) 808-5879, [email protected], Community Development Department
Applicant: Kris Steward, Plan Steward, Inc., 5716 Folsom Boulevard, #339, Sacramento, CA 95819 Property Owner: Joseph Crist, Kaiser Foundation Health Plan, Inc., 1 Kaiser Plaza, 22nd Floor, Oakland, CA 94612
Attachments:
1-Description/Analysis
2-Background

File ID: 2025-01143 8/12/2025
3-Resolution: Environmental Determination
4-Ordinance: Development Agreement
5-Exhibit A: Development Agreement
6-Ordinance: Rezone
7-Exhibit A: Rezone Exhibit
8-Resolution: Promenade at Natomas PUD Amendment
9-Exhibit A: Schematic Plan Amendment
10-Exhibit B: Guidelines Amendment
11-Resolution: Entitlements
12-Exhibit A: Project Plans
13-Exhibit B: Tree Permit
14-Community Comments
15-Presentation
Description/Analysis
Issue Detail: The applicant is requesting entitlements to construct 378 multi-unit dwellings, resident amenities, 165 park-and-ride vehicle spaces, and other site improvements totaling 350,050 square feet in size.

The following entitlements are requested:
1) Development Agreement:

Ordinance approving a Development Agreement between the City of Sacramento and the Landowner, Kaiser Foundation Health Plan, Inc. 2) Rezone: Ordinance rezoning 12.9 acres from Employment Center (EC-50-PUD) zoning to Multi-Unit Dwelling (R-3A-PUD) zoning and Promenade at Natomas Planned Unit Development (PUD).
3) Amendments to the Promenade at Natomas PUD: Resolution amending the Promenade at Natomas PUD schematic plan to designate the site for residential and park-and-ride uses and the PUD guidelines to allow residential uses.
4) Site Plan and Design Review: Site Plan and Design Review for the construction of 378 multi-unit dwellings, resident amenities, 165 park-and-ride vehicle parking spaces, and other site improvements totaling 350,050 square feet.
5) Tree Permit: Tree Permit for the removal of four private protected trees and six city- owned trees.

Rezones and development agreements require approval from the City Council. In accordance with City Code section 17.808.310, all permits associated with a single development project are reviewed and decided at the highest level required for the project.

File ID: 2025-01143 8/12/2025
Public/Neighborhood Outreach and Comments: As part of the application review process, the proposed project was routed to the following neighborhood groups: Natomas Community Association, Natomas Chamber of Commerce, North Natomas Community Coalition, North Natomas Community Association, Preservation Sacramento, Civic Thread, Sacramento Area Bicycle Advocates, and Region Builders.

Staff also mailed hearing notices to all property owners, residents, and neighborhood groups within 500 feet of the project site and posted the site 20 days prior to the public hearing. Staff received a letter from North Natomas Jibe providing recommendations that the applicant should incorporate into their project, including repair of an existing narrow pedestrian entrance at Gateway Park Blvd., recommendations to improve the proposed pedestrian connections, and information on a bicycle and scooter ride share company that the developer could partner with to provide a fleet of rideshare bikes and scooters at the project site.

The pedestrian entrance that Jibe recommended to be fixed is not located on the applicant’s property, and as such the City cannot obligate the developer to repair walkways on another property.

The applicant revised the pedestrian connections in response to comments from Jibe and Planning staff.

The applicant has been working with a bike and scooter rideshare provider to identify location where a fleet of vehicles can be accommodated.

Staff received no additional comments.

Policy Considerations:
2040 General Plan
The 2040 General Plan designation for the project site is Office Mixed Use (OMU). The General Plan recognizes that the Office Mixed Use designation is intended to provide space for job centers, office buildings, and business parks, with complementary commercial and service uses that cater to employees throughout the day. Residential development in a standalone format is an allowable use within the OMU designation. The proposed project is a dense residential product in a location where daily errands can be accomplished at nearby commercial centers and corridors and near a proposed light rail station.

Staff finds that the project is consistent with the following General Plan goals and policies:

Goal LUP-1. A compact urban footprint and sustainable development pattern with infrastructure that supports efficient delivery of public services while protecting surrounding open space lands.

Policy LUP-1.8 Jobs-Housing Balance. The City shall encourage a balance between job type, the workforce, and housing development to reduce the negative impacts of long

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type, the workforce, and housing development to reduce the negative impacts of long commutes and provide a range of employment opportunities for all city residents.

The proposed apartment development will be located in proximity to a future light rail station which will provide residents with high-quality public transit connections to the rest of the regional light rail and bus system. The residences will be located near a variety of regional shopping centers, office parks, and highway commercial uses, placing residents near job centers.

Goal LUP-2. Balanced and connected community with thriving neighborhoods and centers and development intensities linked to transit.

Policy LUP-2.1 Overall Balance of Uses. The City should encourage a balance and a mix of employment, residential, commercial, cultural, and tourism-related uses, as well as a full range of amenities and services necessary to support a thriving city.

The project site is located near a variety of regional shopping centers, office parks, and highway commercial uses, placing residents close to jobs and services, contributing to a healthy balance of uses.

Policy LUP-2.2 Interconnected City. The City should establish a network of interconnected activity centers, corridors, parks, and neighborhoods that promotes walking, bicycling, and mass transit use as viable alternatives to private vehicles.

The proposed apartment development will be located in proximity to a future light rail station which will provide residents with high-quality public transit connections to the rest of the regional light rail and bus system. The site has been designed to provide multiple pedestrian connections from the project site onto the surrounding public streets.

Policy LUP-2.4 Development Intensity Linked to Transit. The City shall plan for higher development intensities around current and planned transit to optimize public investments and support an accessible, convenient network.

Rezoning the site to allow for multi-unit development takes advantage of the site’s convenient location along the proposed green line. The rezone and PUD amendments acknowledge the reality of the declining office market by providing much needed housing around areas designated for transit- oriented development.

Policy LUP-2.5 Design for Connectivity. The City shall require that all new development maximizes existing and new connections with surroundings and with centers, corridors, parks, and neighborhoods to enhance efficient and direct pedestrian, bicycle, and vehicle movement.

When feasible, grid patterns should be utilized to facilitate multiple routes.

The proposed residential development will integrate with the existing commercial developments to the west, east, and south by connecting to the existing street network, including Promenade Circle.

The bulk of the site is encumbered with access easements which allows this development to access

File ID: 2025-01143 8/12/2025
The bulk of the site is encumbered with access easements which allows this development to access Promenade Circle and the surrounding driveways.

Goal LUP-4. Walkable, transit-oriented centers and corridors that concentrate new jobs, housing, and entertainment opportunities to support frequent, reliable transit service and foster connected, accessible neighborhoods.

Policy LUP-4.1 Transit-Supportive Development. The City shall encourage increased residential and commercial development intensity within ½-mile of existing high-frequency bus stops and existing and planned light rail stations, bus rapid transit stations, and commuter rail stations to support more frequent, reliable transit service and vibrant, walkable neighborhoods.

Policy LUP-4.10 Multi-Modal Access. The City shall require that new development provide bicycle, pedestrian, and transit access where appropriate to reduce the need for onsite parking and to improve the pedestrian experience within corridors and centers with street trees and landscaping.

Rezoning the site to allow for multi-unit development takes advantage of the site’s convenient location along the proposed green line. The rezone and PUD amendments acknowledge the reality of the declining office market by providing much needed housing around areas designated for transit- oriented development.

North Natomas Community Plan
The project site is located within the South Natomas Community Plan Area of the General Plan. The vision of the Community Plan Area is to exemplify a culturally diverse, healthy, and friendly place to live, with safe neighborhoods, walkable and bikeable streets, vibrant and unique public spaces and attractions, and high-quality new development. This project is consistent with the vision of the community plan Area in that the use provides a high-quality new development and improves existing bicycle and pedestrian connectivity. Staff also finds that the project is also consistent with the following North Natomas Community Plan (NNCP) policy:

Policy NN-LUP-1 Mixed Use Nodes. The City shall continue to increase mixed-use, high-intensity activity centers near planned light rail stops that serve as focal points of the North Natomas Community, and include commercial, employment, residential, civic, and park uses.

The proposed project is within the Promenade at Natomas PUD, of which a majority of the development is regional commercial or highway commercial, including large retail anchors like Target, hotels, and stand-alone restaurants. To the south is the Natomas Marketplace PUD, another large commercial development. The addition of multi-unit residential provides further diversity of uses to the area and will create a mixed-use node around the future light rail station.

Policy NN-LUP-3 Financing Plan. The City shall require all property owners in the Plan area to: 1) participate equitably in the financing mechanisms necessary to finance the design, engineering, and

File ID: 2025-01143 8/12/2025
participate equitably in the financing mechanisms necessary to finance the design, engineering, and construction of all library, fire, police, street, traffic, water, sewer, drainage improvements and all monitoring programs provided for in this Plan, and 2) pay an equitable share of all the costs incurred in the process of development of the Financing Plan. Guarantees for this shall be via development agreements or other means acceptable to the City staff. All property owners in North Natomas will be required to reimburse the City in an equitable manner for all planning expenses incurred in developing this Community Plan and related documents. The costs will be divided equally by each acre receiving urban land use designations by this Plan. Payment of this cost will be a condition of the development agreements.

All properties in North Natomas are required to enter into a Development Agreement with the City, which serves as the primary mechanism requiring participation in the North Natomas Finance Plan.

This PUD was previously under a Development Agreement (Contract 2004-0153) which expired in 2019. Development of this property requires approval of a new development agreement.

Policy NN-M-5 Light Rail Stations. The City shall encourage transit-oriented development around existing and planned light rail stations.

Rezoning the site to allow for multi-unit development takes advantage of the site’s convenient location along the proposed green line. The rezone and PUD amendments acknowledge the reality of the stagnant office market by providing much needed housing around areas designated for transit- oriented development.
200-Year Flood Protection: State Law (SB 5) and Planning and Development Code chapter 17.810 require that the City must make specific findings prior to approving certain entitlements for projects within a flood hazard zone. The purpose is to ensure that new development will have protection from a 200-year flood event or will achieve that protection by 2025. The project site is within a flood hazard zone and is an area covered by SAFCA’s Improvements to the State Plan of Flood Control System, and specific findings related to the level of protection have been incorporated as part of this project.

Even though the project site is within a flood hazard zone, the local flood management agency, SAFCA, has made adequate progress on the construction of a flood protection system that will ensure protection from a 200-year flood event or will achieve that protection by 2025. This is based on the SAFCA Urban level of flood protection plan, adequate progress baseline report, and adequate progress toward an urban level of flood protection engineer’s report that were accepted by City Council Resolution No. 2016-0226 on June 21, 2016, and the SAFCA 2024 Adequate Progress Annual Report accepted by City Council Resolution No. 2024-0311 on October 22, 2024.

Economic Impacts: Not applicable.

Environmental Considerations: On September 28, 2004, pursuant to the California Environmental Quality Act (Public Resources Code §21000 et seq. (“CEQA”), the CEQA Guidelines (14 California Code of Regulations §15000 et seq.), and the City of Sacramento environmental guidelines, the City Council certified a recirculated environmental impact report (REIR) and, having reviewed and

File ID: 2025-01143 8/12/2025
Council certified a recirculated environmental impact report (REIR) and, having reviewed and considered the information contained in the REIR, adopted findings of fact and findings of overriding consideration, adopted a mitigation monitoring program, for the Promenade at Natomas (P00-033) PUD project (Project), Resolution No. 2004-0773.

On October 23, 2008, the Planning Commission approved the Gateway Corporate Center project (P08-048) Addendum to the Promenade at Natomas REIR. The Gateway Corporate Center Project amended the Promenade at Natomas PUD Schematic Plan to include 663,200 sf of regional retail use, 155,765 sf of hotel use, and a 1,415-stall parking garage and 350-space park-and-ride lot. The Gateway Corporate Center Project also increased the employment uses from 590,000 sf of existing office space to a total of 650,000 sf of office space. The Gateway Corporate Center Project was not constructed and approvals expired in October 2011.

Based on its review of the Birchway at Natomas Apartments Rezone project application (Project Modification), the Environmental Services Manager has determined that the proposed changes to the previous projects do not require the preparation of a subsequent EIR (see CEQA Guidelines 15162).

The proposed modifications to development of the project site with the revised site plan do not trigger the criteria set forth in CEQA Guidelines Section 15162. Thus, an Addendum is the appropriate CEQA document. The Promenade at Natomas REIR, Gateway Corporate Center Addendum, and the Birchway at Natomas Apartments Addendum are available on the City’s EIR webpage at:
https://www.cityofsacramento.gov/community-development/planning/environmental/impact-reports Sustainability: Not applicable.

Commission/Committee Action: On July 28, 2025, the Planning and Design Commission voted to forward a motion to approve the proposed project.

Rationale for Recommendation:Staff recommends the City Council approve the requested entitlements based on the findings of fact and subject to the conditions listed within Attachments 3-11. The proposal complies with the goals and policies of the 2040 General Plan in that this residential development will make use of a vacant parcel and provide much needed housing adjacent to future transit. The creation of additional for-rent housing opportunities furthers the city’s goal of encouraging additional housing choices, while also designing an interconnected neighborhood with pedestrian and bicycle amenities for a family-friendly neighborhood.

Financial Considerations: Not applicable.

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

Figure 1: Vicinity Map

Background
The project site consists of four vacant parcels totaling 12.9 acres located in the Promenade at Natomas Planned Unit Development (PUD) in North Natomas. The project site is surrounded by Gateway Park Blvd., N Freeway Blvd., and Promenade Circle in a partially developed mixed-use development consisting of offices, multi-unit residential, hotel, and restaurants. There is a future light rail station that will serve the extension of the Green Line proposed to the southwest of the project site at Gateway Park Blvd. and Truxel Road. The PUD is split into two underlying zoning designations:

Employment Center 50 (EC-50-PUD) and Shopping Center (SC-PUD). This site is one of the remaining undeveloped parcels in the Promenade at Natomas PUD.

On September 28, 2004, the Promenade at Natomas, a 126-acre development, was approved by the City Council (P00-033). The approval included a Schematic Plan and Guidelines as part of the Promenade at Natomas PUD which included 11,361,200 square feet of development, with 330,000 sf of employment center/office and hotel uses on the site.

On June 9, 2005, the Planning Commission approved the Opus Gateway Office Project (Opus), which reconfigured office uses in the southwest Promenade PUD Schematic Plan for a 26.3-acre area, including the site. Approvals for this project included a Special Permit (Plan Review) for four office buildings (three and four stories each totaling 590,000 sf), of which two were on the site, a three-story parking structure, and a 350- space surface park-and-ride lot supporting the future light rail station. Only two office buildings of the Opus development were constructed.

On October 23, 2008, the Planning Commission approved the Gateway Corporate Center project (Gateway) on the subject site. The Gateway development amended the PUD Schematic Plan by adding 60,000 sf of office uses and reallocating the 410,000 sf of office among three, four-story buildings. Approval of this development included Plan Review for a three-story 120,000 sf office building planned west of the Staybridge Suites Hotel, and a 1,415-stall four-story parking structure, including a 350-parking space park-and-ride lot. The project was not constructed and the entitlements expired.

Table 1: Site and Project Information
General Plan Designation: Office Mixed Use (OMU)
Community Plan Area: North Natomas
Design Review District: Citywide
Planned Unit Development (PUD): Promenade at Natomas
Existing Zoning of Site: Employment Center 50 (EC-50-PUD) Proposed Zoning of Site: Multi-Unit Residential (R-3A-PUD) Existing Use of Site: Vacant
Total Parcel Area: 12.922 acres (562,882 SF)
Proposed Floor Area Ratio (FAR): 0.62 (FAR range: 0.25 – 2.0) Entitlement Review
The applicant is requesting entitlements to allow for the construction of 378 multi-unit dwellings, resident amenities, 165 park-and-ride vehicle parking spaces, and other site improvements totaling 350,050 square feet on 12.92 acres in the Multi-Unit Dwelling (R- 3A-PUD) zone within the Promenade at Natomas Planned Unit Development (PUD).

The park-and-ride facility will be located on its own parcel located south of the residential project site.

Pursuant to Sacramento City Code (SCC) section17.808.230.B.2, the Planning and Design Commission will consider and make a recommendation to the City Council on the requested entitlements. The recommendations of the Planning and Design Commission will be forwarded to the City Council for final action.

Development Agreement
All new construction of vacant property within the North Natomas Community Plan area requires landowners to enter into a Development Agreement (DA) with the City of Sacramento (NN.LUP 3). The DA ensures that proposed and subsequent development will happen in an orderly manner and that developers participate in the North Natomas Finance Plan. The Finance Plan is the mechanism that ensures the necessary public infrastructure is adequately provided as the North Natomas community builds out. The original DA that was in place for the PUD area has expired, so a new agreement is required for this project. The North Natomas Development Agreement is an approved form by the City Council that cannot be modified by the applicant or staff. Special conditions (Exhibit C of the DA) unique to the project can be included on an as-needed basis.

Rezone
The applicant requests to rezone 12.92 acres from the Employment Center (EC-50- PUD) and Promenade at Natomas Planned Unit Development to the Multi-Unit Dwelling (R-3A-PUD) zone. While the Employment Center allows the development of multi-unit housing, residential uses are limited to a maximum of 25% of the PUD’s net acreage.

There is one existing residential development within the PUD on an EC-zoned property measuring 2.29 acres, adjacent to the project site. The addition of the proposed development would exceed the 25% residential limit within the PUD which consists of

24.83 acres of EC-zoned property. If this project is approved without a rezone, 48.2% of the EC-zoned land in the PUD will be devoted to residential uses. Removing this property from the Employment Center zone allows for additional infill residential development in any remaining Employment Center zoned land within the PUD.

SCC section 17.808.230.C.1.d requires the following findings be made to approve a rezone: 1) the rezone is consistent with the applicable general plan designation, use, and development standards; the goals, policies, or other provisions of the general plan; and any applicable specific plan; 2) the amendment promotes the public health, safety, and convenience, and welfare of the city.

The proposed rezone is consistent with the Office Mixed Use 2040 General Plan land use designation which is intended to provide space for job centers, office buildings, and business parks, with complementary commercial and service uses that cater to employees throughout the day. Residential development in a standalone format is an allowable use within the OMU designation. The proposed project is a dense residential product where daily errands can be accomplished by nearby commercial centers and corridors and near a proposed light rail station.

The rezone also facilitates the development of underutilized vacant property at a key location in North Natomas by replacing Employment Center zone with a more flexible zone that can better adjust to fluctuating market conditions. Over time, staff has found that the Employment Center’s prescriptiveness on land use has resulted in the long- term vacancy of properties, resulting in numerous rezones being requested by owners over the years to allow for needed development, such as commercial retail and housing.

Planned Unit Development
The project is located within the Promenade at Natomas Planned Unit Development.

Schematic Plan Amendment
The PUD’s schematic plan designates the site for office development, including 410,000 SF of office across three buildings, a four-story parking structure with 1,415 parking spaces, and 351 park-and-ride spaces. An amendment to the schematic plan is required to recognize residential uses as an allowable use within this portion of the PUD. The Schematic Plan amendment, as shown in Attachment 9, redesignates the project site for both residential and park-and-ride use with the larger parcel designated for the apartment project and the smaller parcel to the south designated for the park-and-ride facility.

Staff is in support of the proposed redesignation, as it would be consistent with the proposed rezone, permits residential as allowed in the R-3A zone, and provides greater flexibility by allowing for much-needed residential uses within proximity of residential, office, and other commercial sectors within the PUD, the surrounding community, and the city.

Guidelines Amendment
Section IV of the Promenade at Natomas PUD Guidelines sets the allowable uses within the PUD. The applicant is requesting an amendment to Section IV, Subsection B, “Permitted Uses” to include all uses allowable under the multi-unit dwelling zones (SCC Chapter 17.208). Additionally, a similar amendment is proposed for Subsection C, “Building and Occupancy Standards” clarifying that there is no limit on square footage allocated to residential uses and subject only to the minimum density and maximum floor area ratios listed in the General Plan.

Staff is in support of the proposed amendment, as it would be consistent with the proposed schematic plan amendment and the proposed project. Additionally, the change allows for greater flexibility for residential development in the PUD.

Site Plan and Design Review
SCC section 17.808.110 requires Site Plan and Design Review for new residential buildings. The project is also subject to the development standards in the Promenade at Natomas Planned Unit Development and within the Citywide Multi-Unit Dwelling Design Guidelines. The proposed residential development consists of 378 multi-unit dwellings, resident amenities, 165 park-and-ride vehicle parking spaces, and other site improvements. The development consists of nine, three-story, 42-unit buildings, a clubhouse building and associated amenities, two garage buildings with a total of 15 vehicle spaces, and resident amenities including seating areas, BBQs, dog park, common open space, and a pickleball court.

As illustrated in the table below, the project complies with the applicable development standards, with exception to the required maximum front-yard setback. Per city code, the shortest property line is the front setback. As designed, the buildings are a minimum of 78 feet from Gateway Park Blvd. Staff supports the requested deviation as the buildings are closer to the N Freeway Blvd and Promenade Circle frontages. The “front yard” of the site is located at the busy intersection of N Freeway Blvd and Gateway Park Blvd. This area is used for resident amenities, including a dog park and pickleball court, providing activation at this corner.

Table 2: Applicable Development Standards
Standard Section Required Provided Deviation
Height 17.208.420 Max. 35’ 31’-1”” N
Front Setback
(Gateway Park)

17.208.440
Min. 5’ –
Max. 25’
±78’ Y
Street Side-Yard Setback
(N Freeway Blvd) ±16’ N
Interior Setback 0’ Min. 83.1’ N
Rear Setback Min. 15’ Min. 21.9’ N
Floor Area Ratio (FAR) 2040 GP 0.25 – 2.0 0.62 N
Open Space 17.600.135 100 SF/Unit –
37,800 SF
(Private) 14,410 SF
N (Common) 23,960 SF
(Total) 38,370 SF
Parking Lot Tree Shading 17.612.040 Min. 50% 50% N

Vehicle Access and Circulation
Primary access to the site will be from one new and one existing driveway. A new 35- foot-wide right in/right out driveway is proposed along N Freeway Blvd. Additional right- of-way will be dedicated to the city to accommodate a deceleration lane. An existing driveway at Promenade Circle will be used as a secondary point of access. The existing driveway is encumbered with reciprocal access easements and serves as an access point for the existing multi-unit and office developments on the adjacent parcels. The proposed park-and-ride will have access from Promenade Circle, but not through the project site. The apartment development will utilize the park-and-ride spaces until SacRT purchases or receives the park-and-ride property. SacRT has provided general conditions of approval detailing the requirements of the park-and-ride in terms of development and transferring the property from the landowner to SacRT. Emergency Vehicle Access (EVA) is proposed between the apartment site and the park-and-ride site. There will be no vehicle driveway access from Truxel Road.

Pedestrian Access and Circulation
An interior sidewalk system connects the buildings and clubhouse to each other and to the public right-of-way. There are existing sidewalks on all sides of the property. Multiple pedestrian gates have been provided along Gateway Park Blvd., North Freeway Blvd., and Promenade Circle, and from the park-and-ride facility to the adjacent development and Truxel Road. These access points will be crucial in providing convenient access for residents to the adjacent commercial developments and to the future light rail station.

Vehicle Parking
Per General Plan Land Use and Placemaking policy LUP-4.14, no vehicle parking is required for new development. The project provides a total of 648 vehicle spaces, including 165 spaces for the park-and-ride, and 483 vehicle spaces for the apartments.

Of the 483 spaces for the apartments, 123 are covered by a carport, 15 are within a garage, and 345 spaces are uncovered. The price of the apartment units and parking spaces are unbundled, incentivizing residents to choose to be without a vehicle.

Vehicle and Bicycle Parking
The subject site is located in an Urban Parking District and per Title 17 of the Sacramento City Code, the bicycle parking standards are listed in Table 3 below:

Table 3: Urban Parking Requirements (Multi-Unit Dwelling) - Bicycle Use Required Provided Deviation? Long-Term1 Short-Term2 Long-Term Short-Term Multi-Unit (378 Units) 0 4 0 38 N
1 No spaces required (with private garage or dedicated storage space for each unit) 2 0.1 spaces per 10 units or 2 spaces, whichever is greater.

Long-term bicycle parking will be available in each apartment with the provision of a mounted indoor bicycle storage rack near the unit’s entry. Three-bedroom units will include a second indoor rack. There will be a total of 408 racks available. A total of 38 short-term spaces will be provided adjacent to each building and the clubhouse.

Architectural Analysis
The nine-building, three-story complex contains 201 one-bedroom/one-bathroom units (621-655 SF), 147 two-bedroom/two-bathroom units (918-969 SF), and 30 three- bedroom/two-bathroom units. Each unit contains an open living and kitchen space area, and washer and dryer.

The facades are articulated with exterior materials including stucco, fiber cement siding (including wood grain and flat elements), brick veneer, complementary color patterns, porches, balconies, windows, and awnings.

Staff finds that the project complies with the Multi-Unit Dwelling Design Guidelines. The project is designed to provide functional public and private outdoor spaces with common outdoor spaces in view of the units, and with private open space in the form of patios and balconies provided along N Freeway Blvd., and Promenade Circle. The ground- floor patios are screened with a 49-inch wood composite fence. The fencing, along with the proposed landscaping, serve to screen both the patios for privacy and the HVAC units from public view. The project also provides easy pedestrian access to the public right-of-way, transit, and adjacent commercial developments.

Open Space
The required open space for this project is achieved through a combination of private and common open space. Common open space amenities include a swimming pool and spa with lounges and outdoor furniture, and a fire pit in the clubhouse area. Additional amenities are scattered throughout the site and include a dog park, pickleball court, barbeques, green space, and outdoor seating and dining areas. A portion of the areas feature balconies or ground-floor patio.

Landscaping
The landscape plan provided has been reviewed by the Urban Forestry unit of the Department of Public Works to confirm compliance with the City’s requirements for species selection and parking lot shading, which require that after 15 years, 50% of the parking lot, where vehicles will maneuver and park, is shaded by tree canopy. This project provides 50% tree shading in compliance with this requirement.

Site landscaping includes additional trees planted at the Gateway Park Blvd., N Freeway Blvd., and Promenade Circle frontages. There are currently no street trees along the Gateway Park Blvd. frontage, except for a cluster of palm trees at the corner of the intersection with N Freeway Blvd. that will remain. Along N Freeway Park, new trees will be installed on the project site, while a number of city-owned palm trees must be removed to accommodate the required deceleration lane for the driveway. There are currently no street trees along the Promenade Circle frontage.

Walls, Fences, and Gates
There are no requirements for this development to provide a solid wall between this development and the adjacent property lines. The project site is proposed to be fenced along the perimeter with a six-foot-tall open metal fence. This fencing is consistent throughout the perimeter of the development with the exception of the fencing surrounding the dog park, described on the fencing exhibit as a six-foot-tall open metal “puppy panel” fence, and where the residential buildings and their patio border the public right-of-way. The fencing proposed at the private patios is described as a 49-inch- tall composite patio fence which will provide privacy and screen the HVAC units.

Tree Permit
Pursuant to SCC chapter 12.56, the removal of private protected trees and Cit y trees requires a tree permit. This project proposes to remove the following trees that are regulated by SCC chapter 12.56:

City Trees:
 TREE-77005 – Mexican Fan Palm – 12 in DSH (Diameter at Standard Height) – 30 ft linear clear trunk - $3,000 mitigation
 TREE-77006 – Mexican Fan Palm – 12 in DSH – 28 ft linear clear trunk - $2,800 mitigation
 TREE-77007 – Mexican Fan Palm – 9 in DSH – 26 ft linear clear trunk - $2,600 mitigation
 TREE-77008 – Mexican Fan Palm – 12 in DSH – 33 ft linear clear trunk - $3,300 mitigation
 TREE-77009 – Tulip – 10 in DSH - $3,250 mitigation
 TREE-77010 – Tulip – 12 in DSH - $3,900 mitigation
Private Protected Trees:
 Tree #695 – Black Willow – 28 in DSH
 Tree #696 – Black Willow – 29 in DSH
 Tree #1294 – Black Willow – 32 in DSH
 Tree #1295 – Black Willow – 28 in DSH
The trees are proposed for removal because they conflict with the most reasonable placement of proposed driveways and required right-of-way improvements.

The applicant has provided a replacement plan that is consistent with the replacement requirement described in SCC 12.56.060. For the removal of the 22 inches of DSH of City trees and 117 ft of linear clear trunk of City palm trees, the replacement requirement will be met with the payment of in -lieu fees totaling $18,850.00 to be deposited to the Tree Planting and Replacement Fund. In -lieu fees are billed at the time that the entitlements are approved, and the fees are due upon receipt of the invoice. For the removal of four private protected trees with a total of 117 inches of DSH, the replacement plan proposes the planting of large canopy trees on site with a total DSH equivalent of 228 inches.

RESOLUTION NO. 2025-
Adopted by the Sacramento City Council
August 26, 2025

ADOPTING THE ADDENDUM TO THE RECIRCULATED ENVIRONMENTAL IMPACT

REPORT FOR THE BIRCHWAY AT NATOMAS APARTMENTS REZONE PROJECT (P24-033) (APN: 225-2110-028-0000, 225-2110-055-0000, 225-2110-056-0000, 225- 2110-059-0000)

BACKGROUND
A. On July 28, 2025, the City Planning and Design Commission conducted a public hearing on the Birchway at Natomas Apartments Rezone project (P24 -033) and forwarded a recommendation of approval to the City Council.

B. On August 26, 2025, the City Council conducted a public hearing, for which notice was given under Sacramento City Code Section 17.812.010(2)(b), and received and considered evidence concerning the Birchway at Natomas Apartments Rezone project (P24-033).

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

SECTION 1.

The City Council finds as follows:

A. On September 28, 2004, pursuant to the California Environmental Quality Act (Public Resources Code §21000 et seq. (“CEQA”), the CEQA Guidelines (14 California Code of Regulations §15000 et seq.), and the City of Sacramento environmental guidelines, the City Council certified a recirculated environmental impact report (REIR) and, having reviewed and considered the information contained in the REIR, adopted findings of fact and findings of overriding consideration, adopted a mitigation monitoring program, and the Promenade at Nat omas (P00 -033) PUD project (Project).

B. On October 23, 2008, the Planning Commission approved the Gateway Corporate Center project (P08 -048) Addendum to the Promenade at Natomas REIR. The Gateway Corporate Center Project amended the Promenade at Natomas PUD Schematic Plan to include 663,200 sf of regional retail use, 155,765 sf of hotel use, and a 1,415 -stall parking garage and 350 -space park -and-ride lot. The Gateway Corporate Center Project also increased the employment uses from 590,000 sf of existing office space to a total of 650,000 sf of office space. The Gateway Corporate Center Project was not constructed and approvals expired in October 2011. The

previous project, P00 -033 and P08 -048 are collectively referred to as “previous projects” and the REIR and REIR Addendum are collectively referred to as “previous CEQA documents” in this ordinance.

C. Based on its review of the Birchway at Natomas Apartments Rezone project application (Project Modification), the City Council has determined that the proposed changes to the previous projects do not require the preparation of a subsequent EIR (see CEQA Guidelines 15162). The proposed modifications to development of the project site with the revised site plan do not trigger the criteria set forth in CEQA Guidelines Section 15162. Thus, an Addendum is the appropriate CEQA document.

SECTION 2.

A. The City Council has reviewed and considered the information contained in the previously certified REIR for the Project, the previously adopted findings of fact and findings of overriding consideration, the previously approved 2008 addendum, this addendum, and all oral and documentary evidence received during the hearing on the project modification. The City Council finds that the previously certified REIR and the addendum constitute an adequate, accurate, objective, and complete review of the proposed Project Modification and finds that no additional environmental review is required based on the reasons set forth below:

1. No substantial changes are proposed by the Project Modification that will require major revisions of the previously certified REIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects;

2. No substantial changes have occurred with respect to the circumstances under which the Project Modific ation will be undertaken which will require major revisions of the previous CEQA documents due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects;

3. No new information of substantial importance has been found that shows any of the following:
a. The Project Modification will have one or more significant effects not discussed in the previous CEQA documents;
b. Significant effects preciously examined will be substantially m ore severe than shown in the previous CEQA documents;
c. Mitigation measures previously found to be infeasible would in fact be feasible and would substantially reduce one or more significant effects of the Project Modification; or

d. Mitigation measures which are considerably different from those analyzed in the previous CEQA documents would substantially reduce one or more significant effects on the environment.

SECTION 3.

Based on its review of the previous CEQA documents for the previous projects , the previously adopted findings of fact and findings of overriding consideration, the addendum, and all oral and documentary evidence received during the hearing on the Project Modification, the City Council finds that the REIR, previous addendum to the REIR, and the current addendum reflect the City Council’s independent judgment and analysis, and approves the addendum for the Project Modification.

SECTION 4.

The mitigation monitoring program for the previous projects is adopted for the Project Modification, and the mitigation measures shall be implemented and monitored as set forth in the program, based on the following findings of fact:

A. The mitigation monitoring program has been adopted and implemented as part of the previous projects;
B. The addendum to the REIR does not include any new mitigation measures, and has not eliminated or modified any of the mitigation measures, and has not eliminated or modified any of the mitigation measures included in the mitigation monitoring program; and
C. The mitigation monitoring program meets the requirements of CEQA Section 21081.6 and the CEQA Guidelines section 15091.

SECTION 5.

Upon approval of the Project, the City Manager shall file or cause to be filed a Notice of Determination with the Sacramento County Clerk and with the State Clearinghouse in the State Office of Planning and Research, pursuant to section 21152(a) of the Public Resources Code and the State EIR Guidelines adopted pursuant thereto.

SECTION 6.

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

Adopted by the City of Sacramento City Council on August 26, 2025, by the following vote:

Ayes:

Noes:

Abstain:

Absent:

Attest:

ORDINANCE NO. 2025 –

Adopted by the Sacramento City Council
August 26, 2025

AN ORDINANCE RELATING TO THE APPROVAL OF A DEVELOPMENT

AGREEMENT FOR THE BIRCHWAY AT NATOMAS APARTMENT REZONE
PROJECT (P24-033) ON PROPERTY LOCATED IN NORTH NATOMAS
APNs: 225-2110-028-0000, 225-2110-055-0000, 225-2110-056-0000, 225-2110-059-0000; 120 PROMENADE CIRCLE
BE IT ENACTED BY THE COUNCIL OF THE CITY OF SACRAMENTO:

SECTION 1.

This ordinance incorporates, and by this reference makes part hereof, that certain development agreement, by and between the City of Sacramento and Kaiser Foundation Health Plan, Inc. (“landowner”), a copy of which is attached as exhibit A and is part of this ordinance.

SECTION 2.

The City Council enacts this ordinance against the following background:

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

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

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

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

E. The landowner will participate in all programs established and/or required under the general plan and the NNCP and all of its approving resolutions (including any mitigation monitoring plan) and has agreed to financial participation required under any applicable financing plan and its implementation measures, all of which will accrue to the benefit of the public.

F. The form of the development agreement is as specified in Ordinance No. 95-012 updated to reflect adoption of the 2040 General Plan.

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

H. The local flood management agency has made adequate progress (as defined in California Government Code section 65007) on the construction of a flood protection system that will result in flood protection equal to or greater than the urban level of flood protection in urban or urbanizing areas or the national Federal Emergency Management Agency standard of flood protection in nonurbanized areas for property located within a flood hazard zone, intended to be protected by the system.

SECTION 3.

The attached development agreement is hereby approved, and the mayor is authorized to execute the development agreement on behalf of the City of Sacramento after the effective date of this ordinance. This approval and authorization is based upon the California Environmental Quality Act (CEQA) Addendum which is the subject of a separate resolution adopted by City Council prior to or concurrent with the adoption of this ordinance.

SECTION 4.

Consistent with City Council Resolution 94-494, the exhibits to the development agreement as they appear in exhibit A to this ordinance may be modified by City, in cooperation with landowner, after City Council approval and execution by the parties, and prior to recordation, of the development agreement, in order to conform to the final City Council approval of the project.

Table of Contents:

Exhibit A: Development Agreement

Adopted by the City of Sacramento City Council on August 26, 2025, by the following vote:

Ayes:

Noes:

Abstain:

Absent:

Attest:

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

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

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

SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY

NORTH NATOMAS

DEVELOPMENT AGREEMENT

• • •

Birchway Natomas Apartments
P24-033

Kaiser Foundation Health Plan, Inc.

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ ~ i ~
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________

NORTH NATOMAS

DEVELOPMENT AGREEMENT

Table of Contents

RECITALS

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

I. DEFINITIONS

II. TERMS AND CONDITIONS OF AGREEMENT

1. Property Description and Binding Covenants

2. Interests of Landowner

3. Term

4. Assignment

5. Development of the Property
A. Permitted Uses and Development Standards
B. Discretionary Approvals
C. Development Timing
D. Special Conditions
~ ii ~
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

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

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

7. Reconfiguration of Parcels

8. Infrastructure
A. Construction by City
B. Construction by Landowner
C. Drainage Infrastructure
(1) Establishment of Financing Mechanisms
(2) Issuance of Bonds
(3) Linkage of Development to Completion of Drainage System D. Infrastructure Financing Proceedings
(1) Landowner Initiated Proceedings
(2) Proceedings Initiated by City
(3) Maintenance Districts
E. Reimbursement to Landowner
(1) From Financing Proceeds
(2) Reimbursement from Others Benefitted
(3) Reimbursement of Planning, Engineering and Staff Costs ~ iii ~
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________

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

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

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

12. Enforced Delay; Extension of Times of Performance

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

14. Amendment of Agreement

15. City’s Good Faith in Processing

16. Default, Remedies, Termination
A. General Provisions
(1) Landowner Default
(2) City Default
(3) Successors in Interest
B. Cure of Default
C. Remedies after Expiration of Cure Period
(1) Institution of Legal Proceedings
(2) Notice of Intent to Terminate Agreement
~ iv ~
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________

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

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

19. No Joint Venture, Partnership, or Other Relationship

20. Notices

21. Severability

22. Recording

23. Reimbursement to City

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

25. Estoppel Certificate

26. Construction

27. Counterparts

28. Time

29. Limitation of Actions

30. No Third parties Benefitted

31. Effect of Agreement upon Title to Property

32. Covenant of Good Faith

33. Exhibits

34. Entire Agreement

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

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________

LIST OF EXHIBITS

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

- 1 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________

DEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF SACRAMENTO
AND
KAISER FOUNDATION HEALTH PLAN, INC.

This Development Agreement (hereinafter “Agreement”) is made and entered into this ___ day of _____________, 20[25], by and between the CITY OF SACRAMENTO, a municipal corporation (hereinafter the “CITY”), and Kaiser Foundation Health Plan, Inc. (hereinafter the “LANDOWNER”).

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

B. LANDOWNER owns a legal or equitable interest in those certain parcels of real property (hereinafter the “Property”), described in Exhibit “A” attached hereto and incorporated herein by this reference, which are located within the CITY. The Property consists of lands designated as Assessor Parcels Nos. 225-2110-028-0000, 225-2110-055-0000, 225-2110-056-0000, and 225-2110-059-0000. LANDOWNER seeks to develop the Property consistent with CITY’s General Plan, the 1994 North Natomas Community Plan, and the Planning and Development Code (Sacramento City Code title 17) as they exist on the Effective Date.

C. On May 3, 1994, after making specific findings and adopting a Statement of Overriding Considerations, the City Council approved the 1994 North Natomas Community Plan by adopting Resolution No. 94-259 (hereinafter the “NNCP”).

D. On February 27, 2024, after a duly noticed public hearing, the City Council (1) certified the Master Environmental Impact Report for the Sacramento 2040 General Plan by adopting Resolution No. 2024-0065; and (2) approved the 2040 General Plan, which includes the North Natomas Community Plan Area, by adopting Resolution No. 2024-0066 (hereinafter the “General Plan”). The uses allowed under the General Plan, the NNCP, and the applicable ordinances provide for a balanced mix of residential housing and employment opportunities as well as for the protection of major open-space and recreational resources.

E. CITY and LANDOWNER desire to enter into a development agreement pursuant to the provisions of Government Code section 65865 et seq. in order to provide for the orderly - 2 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ development of the Property, in accordance with the goals set forth in Government Code section 65865, the General Plan and the NNCP.

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

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

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

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

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

J. An integral part of the North Natomas Finance Plan is the North Natomas Land Acquisition Program (“NNLAP”), with the associated Land Acquisition Fee (“LAF”). The NNLAP is designed to provide a means for transfer to or acquisition by CITY, or such other public agency as is appropriate, of certain lands within the NNCP area (as those lands are specified in the NNLAP) which are designated to be held publicly. Such lands are identified under the North Natomas Finance Plan. The purpose of the NNLAP is to provide a method whereby all of such lands will be transferred or acquired with funds from the private development community without cost to the CITY general fund, or any of its other funds, and at the time when needed. The purpose of the LAF is to provide a means, through the fee program, of equalizing the cost of the NNLAP among the various landowners within the NNCP area, inasmuch as certain landowners will be required to relinquish land to public ownership in amounts in excess of their fair share as defined by the North Natomas Financing Plan. The LAF also provides a means for reimbursing landowners who have advanced funds to CITY for the purpose of acquiring land required for Infrastructure, where eminent domain or other procedures are needed, or where it is otherwise - 3 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ required to enable a particular landowner to develop its property. One of the purposes of this Agreement is to provide LANDOWNER’s commitment to the provisions of the NNLAP and the LAF.

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

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

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

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

AGREEMENT

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

I. DEFINITIONS

The terms set forth below, unless the context otherwise requires, shall have the meanings prescribed, for purposes of this Agreement.
- 4 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________

• Adopting Ordinance: the ordinance pursuant to which the City Council approves this Agreement.

• Allocation Procedures: those procedures set forth in section 5.H. of this Agreement, whereunder the various uses and densities are distributed to and among the various parcels, or portions of them, comprising the Property.

• Annual Review: the process, and procedures therefor, whereby CITY reviews, pursuant to Government Code section 65865.1, the nature and extent of compliance by LANDOWNER with all of the terms and conditions of this Agreement, which process and procedures are as specified in the Procedural Ordinance, and in section 17 of this Agreement.

• Assessment: a special assessment levied on real property within the North Natomas Community Plan area, for the purpose of financing Infrastructure and/or public facilities, or maintenance thereof, in accordance with the California Streets and Highways Code, the California Government Code, and/or the Sacramento City Code.

• Assessment District Policy Manual: the document entitled “City of Sacramento Policy and Procedures for Use of Special Assessment and Mello-Roos Community Facilities District Financing for Infrastructure and Public Facilities,” as adopted by the City Council on June 29, 1993 (Resolution 93-381), as said document may be amended from time to time.

• Assignee: a third Person executing an Assumption Agreement prepared in accordance with the format prescribed in Exhibit D.

• Assignment: the sale or other transfer by LANDOWNER of all or part of its right, title and interest in the Property and in this Agreement to another Person, in accordance with the terms and conditions of this Agreement.

• Assumption Agreement: the agreement prescribed in Exhibit D, whereby an Assignee undertakes to perform all obligations, and other terms and conditions of this Agreement, as a condition of release of the Assignee’s predecessor in interest from the responsibility for performance of such obligations and other terms and conditions, with respect to the portion of the Property assigned to the Assignee.

• CEQA: the California Environmental Quality Act, set forth at California Public Resources Code section 21000 et seq., as amended from time to time.

• CITY: the City of Sacramento.

- 5 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ • City Agency: the Redevelopment Agency of the City of Sacramento, and the Housing Agency of the City of Sacramento.

• City Council: the Council of the City of Sacramento.

• Comprehensive Drainage Plan: the Drainage System for North Natomas, prepared by the City of Sacramento, Borcalli & Associates, Ensign & Buckley, or other consulting firm, and adopted by the City Council, as it may be amended from time to time.

• Comprehensive Flood Management Plan: that plan required to be prepared, and to be adopted by the City Council, pursuant to the CITY’s floodplain policy adopted by Resolution No. 93-696.

• Dedication: the transfer of real property, or a defined interest therein, to CITY or another public agency, free of all encumbrances and other matters affecting the title except as may otherwise be agreed to by CITY or such other public agency, and at no cost to CITY or such other public agency, as specifically set forth in the NNLAP, within the North Natomas Finance Plan, as it may exist from time to time.

• Deed of Trust: a real property security device whereby the debtor (trustor) conveys title to real property to a trustee as security for a debt owed to the creditor (beneficiary).

• Default: a failure of performance, or unreasonable delay in performance, by either party to this Agreement, of any of its terms, conditions, obligations or covenants. Default shall include, but not be limited to failure to comply with all provisions of the North Natomas Finance Plan and/or failure to pay any fee, tax or assessment enacted pursuant to that Plan.

• Development: the use(s) to which the Property will be put, the buildings and improvements to be constructed on it, and the construction activities incident thereto, together with the process of obtaining all required land use entitlements.
• Development Agreement: this Agreement.

• Development Plan: LANDOWNER’s plan for development of the Property, as set forth in Exhibit B.

Where LANDOWNER, at the time of execution of this Agreement, does not propose a specific development project, the Development Plan shall be deemed to be development consistent with the Land Use and Development Regulations.

• Drainage Phasing Plan: that portion of the Comprehensive Drainage Plan which identifies the sequence of construction of the Drainage System.

- 6 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ • Drainage System: that drainage system set forth in the Comprehensive Drainage Plan, as that plan may exist from time to time.

• Drainage Sub-basin: the individual drainage sub-areas identified in the Comprehensive Drainage Plan.

• Effective Date: the date on which this Agreement has been approved by the City Council.

• General Plan: the General Plan of the City of Sacramento, as adopted by the City Council on February 27, 2024, as said plan may be amended from time to time.

• Habitat Conservation Plan: that plan, which must be adopted and implemented by the City Council, pursuant to which measures are taken to implement the provisions of the federal and state Endangered Species Acts, and pursuant to which incidental take permits will be issued to the City of Sacramento, to Landowner, or to others under said Acts.

• Infrastructure: all public facilities and improvements needed to serve urban development, as identified in the NNCP and the North Natomas Finance Plan, or in subdivision maps, parcel maps, or as may otherwise be constructed and conveyed to CITY or another public agency, including but not limited to street and freeway improvements, drainage improvements, sanitary sewer improvements and water storage and transmission facilities.

• Interim Drainage: temporary surface water drainage to be provided to the North Natomas area by RD-1000, and/or any phase of the Drainage System, and/or any drainage project resulting in the removal of land within the North Natomas Finance Plan Area from a 100-year floodplain, pursuant to a plan approved by that agency and the City Council for the initial phase of development within North Natomas, until such time as the Drainage System is constructed and operational, all pursuant to the RD-1000 Agreement.

• Irrevocable Offer of Dedication: an unconditional and irrevocable offer by LANDOWNER to transfer real property to CITY in accordance with the provisions of the NNLAP and/or any condition of any land use entitlement applicable to the Property, in the form specified in Exhibit G.

• Land Acquisition Program (NNLAP): the plan, also called the North Natomas Land Acquisition Program, which as an integral part of the North Natomas Finance Plan, is designed to provide a means for transfer to or acquisition by CITY, or such other public agency as is appropriate, of all lands within the North Natomas Community Plan area which are designated to be held publicly, at no cost to CITY. A copy of the plan is attached hereto as Exhibit E and incorporated herein by this reference.
- 7 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________

• Land Acquisition Fee (LAF): the fee/reimbursement program, which is an integral part of the North Natomas Finance Plan, and which is designed to equalize the cost of the NNLAP among the various landowners within the North Natomas Finance Plan area.

• Land Use and Development Regulations: the General Plan, the North Natomas Community Plan, the CITY’s Subdivision Map Act Ordinance, and Zoning Ordinances, together with any other CITY ordinance, or resolutions, rules, regulations and official policies as they exist on the Effective Date, which govern or regulate land use and/or development in the North Natomas Community Plan area.

• Lender: a Person (or a successor in interest to such person) who has advanced funds to, or who is otherwise owed money by a debtor, where the obligation is embodied in a promissory note or other evidence of indebtedness, and where such note or other evidence of indebtedness is secured by a Mortgage or Deed of Trust.

• Mortgage: a contract by which the mortgagor (debtor) as owner hypothecates or pledges real property, or otherwise grants a security interest therein to a Lender (mortgagee), to secure performance under a promissory note or other evidence of indebtedness, and where the holder of the mortgage is granted a power of sale.

• North Natomas Community Plan (NNCP): the Community Plan for development of the North Natomas area, as adopted by the City Council on May 3, 1994, as said plan exists on the Effective Date. The NNCP includes, without limitation, a Land Use Diagram and Policy Statements.

• North Natomas Finance Plan: the plan, as it may be amended from time to time, which establishes methods for financing required Infrastructure and public facilities through a combination of land transfers, dedications, contributions, fees, assessment districts, community facilities districts, and other measures.
• North Natomas Finance Plan Area: the lands within the area covered by the North Natomas Finance Plan, and which are obligated thereby, as that area may exist from time to time.

• Parties: the City of Sacramento and LANDOWNER.

• Person: any person, firm, association, organization, partnership, business trust, corporation or company.

• Planning and Development Code: the Planning and Development Code of the City of Sacramento, as that Code exists on the Effective Date.
- 8 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________

• Procedural Ordinance: Ordinance No. 95-012, adopted by the City Council on March 7, 1995, and which sets forth procedures for execution, approval, implementation, amendment, and related matters, with respect to development agreements for lands within the NNCP area.

• Project: part or all of the elements set forth in LANDOWNER’s Development Plan.

• Project Review: CITY’s actions in reviewing any project proposed by LANDOWNER with respect to the Property, including but not limited to review of all required land use entitlement applications.

• Property: the real property owned by LANDOWNER, as set forth in Exhibit A.

• Protest Waiver: the agreement set forth in Exhibit F, executed by LANDOWNER pursuant to this Agreement, or in connection with the conditions of any required entitlement.

• Purchaser: an assignee.

• Reconfiguration: the reconfiguration, adjustment or alteration of property lines through parcel or subdivision mapping, or lot line adjustment.

• RD-1000 Agreement: any agreement which governs the terms and conditions under which Interim Drainage, if applicable, will be provided to the Property.

• Reimbursement: the reimbursement of monies to a Person who has advanced funds for Infrastructure required for development of the Property, or who has advanced funding for Infrastructure or other improvements which are required by the NNCP, the North Natomas Finance Plan, or other document, and which have benefit to land beyond the Property, in accordance with a reimbursement agreement approved by CITY. Any such agreement will be limited to the portion of the funding advanced which is in excess of the allocable share of the cost of the Infrastructure or improvement attributable to the Property.

• Reimbursable Infrastructure Costs: those costs paid by LANDOWNER, and which are identified as reimbursable pursuant to CITY’s Assessment District Policy Manual (as defined in section 8.D.(1) of this Agreement).

• Special Conditions: those conditions, terms and requirements specified in Exhibit C.

• Special Permit: any discretionary permit required pursuant to the Land Use and Development Regulations, and issued by CITY for development of the Property, upon proper application therefor by LANDOWNER.
- 9 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________

• Term: the length of this Agreement in terms of time, as specified in section 3, or as that time may be extended pursuant to any applicable provision of this Agreement.

• Transfer: an assignment.

• Transferee: an assignee.

• Zoning: the division of the City of Sacramento into districts, and the application of zoning regulations thereto, which include (without limitation) regulation of the height or bulk of buildings (structural and architectural design) and the use to which the land and buildings within prescribed districts may be put, all as specified in the Zoning Ordinance.

II. TERMS AND CONDITIONS OF AGREEMENT

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

2. Interests of Landowner. LANDOWNER represents that LANDOWNER owns a legal or equitable interest in the Property and that all other Persons holding legal or equitable interests in the Property, including [Name] (the Lender), have executed and are bound by this Agreement.

3. Term.

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

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

(1) On the Exercise Date, LANDOWNER shall not be in default in any material respect under this Agreement, including any amendments hereto. For purposes of this subsection, “Exercise Date” shall mean the date that LANDOWNER or LANDOWNER’s successor in interest gives written notice of intention to exercise the - 10 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ option to renew this Agreement, in accordance with the provisions of section 20 hereof.

(2) The option to renew shall be exercisable by giving CITY written notice of LANDOWNER’s intention to exercise the option on or before the Exercise Date, which notice shall be given not later than one hundred eighty (180) days prior to expiration of the initial term or any renewal term.

(3) LANDOWNER shall be limited to three (3) renewal periods of five (5) years each; the parties specifically intend that under no circumstances shall the term of this Agreement extend beyond thirty (30) years, unless this Agreement is amended in accordance with the procedures set forth herein for Agreement amendments.

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

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

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

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________

5. Development of the Property.

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

B. Discretional Approvals.

(1) Project Review. Development of the Property is subject to all required discretionary approvals. In reviewing and approving applications for special permits and other discretionary approvals, CITY may exercise Project Review and may attach such conditions and requirements as are consistent with the policies, goals, standards and objectives of the General Plan, the NNCP and the North Natomas Finance Plan, and as may be necessary to comply with all applicable legal requirements and policies of CITY pertaining to such reserved discretionary approvals.

(2) Rezoning of the Property. Upon proper and complete application by LANDOWNER, CITY agrees to rezone the Property in accordance with the provisions of the NNCP in effect on the Effective Date.

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

D. Special Conditions. Development of the Property shall be subject to the Special Conditions, as specified in Exhibit C.
- 12 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________

E. Land Use and Development Regulations.

(1) Subject to the Special Conditions specified in Exhibit C, development of the Property shall be subject to the Land Use and Development Regulations applicable to such development on the Effective Date.

(2) Except as otherwise provided in this Agreement, to the extent any future changes in Land Use and Development Regulations adopted by CITY purport to be applicable to the Property but are inconsistent with the terms and conditions of this Agreement, including subsection 5E(1) above, the terms and conditions of this Agreement shall prevail, unless the parties or their successors in interest mutually agree to amend or modify this Agreement in accordance with the provisions for modification hereinafter set forth.

(3) To the extent that any future changes in the Land Use and Development Regulations adopted by CITY are applicable to the Property and are not inconsistent with the terms and conditions of this Agreement or are otherwise made applicable by other provisions of this Agreement, such future changes shall be applicable to the Property.

(4) Nothing in this Agreement shall preclude the application to development of the Property of changes in the Land Use and Development Regulations, the terms of which are specifically mandated by changes in state or federal laws or regulations.

In the event state or federal laws or regulations enacted after the effective date of this Agreement or action by any governmental jurisdiction other than CITY prevent or preclude compliance with one or more provisions of this Agreement or require changes in permits, maps or plans approved hereunder by CITY, this Agreement shall be modified, extended or suspended as may be necessary to comply with such state or federal laws or regulations or the regulations of such other governmental jurisdiction.

(5) To the extent that any actions of federal or state agencies (or actions of regional and local agencies, including CITY, required by federal or state agencies or actions of CITY taken in good faith in order to prevent adverse impacts upon CITY by state or federal actions) have the effect of preventing, delaying or modifying development of the NNCP area or any area therein, CITY shall not in any manner be liable for such prevention, delay or modification of said development. Such actions may include, but are not limited to, flood plain or wetlands designations and actions of CITY or regional agencies as a result thereof and the imposition of air quality measures or sanctions and actions of CITY or regional and local agencies as a result - 13 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ thereof. In such a situation, CITY’s actions shall not be arbitrary or capricious, and the parties shall meet and endeavor to achieve solutions which preserve the integrity of the NNCP, while to the extent feasible allow development of the Property in the manner contemplated by this Agreement.

(6) Nothing herein shall be construed to limit the authority of CITY to enact amendments to the Land Use and Development Regulations, or enact other ordinances or resolutions, which have the legal effect of protecting persons or property from conditions which create a health, safety or physical risk.

(7) Building codes, ordinances and regulations relating to construction standards or permits shall apply as of the time of grant of each applicable construction permit.

(8) No modification of CITY’s ordinances, resolutions, policies, rules or regulations adopted after the Effective Date, which purport to limit the rate of development over time or to govern the sequence of development of land within the NNCP area, shall apply to the Property. The provisions of this subsection apply to modifications adopted or imposed by the City Council, or through the initiative or referendum process; provided, however, nothing in this subsection shall limit the ability of CITY to act in accordance with the provisions of subsections 5E(4), 5E(5) and 5E(6) of this Agreement.

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

G. Extension of Entitlements. Pursuant to Government Code section 66452.6 all vesting tentative subdivision maps, master parcel tentative maps, parcel maps, subdivision tentative maps, planned unit development permits, special permits, or any other maps, rezonings or land use entitlements of potentially limited duration previously, contemporaneously or subsequently approved for the Property subject to this Development Agreement, shall be valid for a minimum term equal to the full term of this Agreement (including the initial term, and any renewal period resulting from exercise by LANDOWNER of the options provided for in section 3 hereof), or for a period of thirty-six (36) months, whichever is longer, but in no event for a shorter period than the maximum period of time permitted by the Subdivision Map Act or Government Code for such land use entitlements. The provisions of section 25 of this Agreement relating to estoppel certificates shall apply to any request made by LANDOWNER to CITY with respect to the life of any entitlement covered by this subsection. Nothing in this section shall be construed to, or operate to extend the term of this Agreement. - 14 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________

H. Allocation Procedures for Building Square Footage. Procedures for allocating the uses or densities approved for the Property among the various parcels and/or portions thereof, and for resolution of any disputes regarding such allocations, shall be as follows:

(1) Allocation. Unless otherwise identified in the Development Plan, which is attached as Exhibit B to this Agreement, the allocation of building square footage shall be as identified in subsequent entitlements for the Property, including but not limited to parcel maps, subdivision maps, PUD schematic plans and development guidelines. The appropriate entitlement to address the allocation of building square footage shall be determined by City. Allocations for residential development shall be determined in the subdivision mapping process, unless CITY determines that some other method is appropriate under the circumstances.

(2) Dispute Resolution. Where a dispute exists between LANDOWNER, and/or any successor or successors in interest, with respect to any matter involving allocation of building square footage for or on the Property, such dispute shall be resolved by arbitration, utilizing the commercial arbitration procedures of the American Arbitration Association, or some other alternative dispute resolution procedure mutually agreed upon by the parties involved in the dispute. In no case shall CITY be a party to such dispute, or to the dispute resolution procedures. All of the provisions of this Agreement relating to indemnification and defense of CITY, and payment of CITY costs, shall apply to all disputes relating directly or indirectly to allocation.

6. Fees, Charges, Assessments and Taxes.

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

B. Levies Imposed by Other Jurisdictions. LANDOWNER shall be responsible for:

(1) all fees, charges, assessments, special taxes or levies of any sort imposed by any other state or local agency, including but not limited to the Sacramento Area Flood Control Agency, in the future as a charge for mitigation measures imposed for the purpose of mitigation of environmental impacts associated with the provision of flood control improvements and measures for the NNCP area;

- 15 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ (2) all fees, charges, assessments, special taxes or levies of any sort associated with the financing of the construction and implementation of said flood control improvements and measures;

(3) all special benefit assessments, special taxes or levies of any sort associated with construction of or maintenance of public improvements, where the Property is located within a district formed for that purpose by any agency other than CITY;

(4) any fees or other charges required by RD-1000 to be paid to it in implementation of the RD-1000 Agreement; and
(5) ad valorem real estate taxes, and utility fees.

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

C. Implementation of the North Natomas Finance Plan. The North Natomas Finance Plan establishes a method for financing of required Infrastructure and public facilities through a combination of land transfers, dedications and contributions, fees, assessment districts, community facilities districts and other sources, so that the land within the North Natomas Finance Plan Area pays for its share of the cost of such Infrastructure and facilities. The plan also recognizes that there is a regional cost associated with certain portions of Infrastructure and facilities, and that that share will ultimately have to be paid from other sources, even though developers within the area, including LANDOWNER, acknowledge that they may have to participate in funding regional costs on a fair share basis. LANDOWNER shall participate in the North Natomas Finance Plan, as made applicable to the development of the Property, and shall faithfully and timely comply with each and every provision thereof, including but not limited to the NNLAP, the Land Acquisition Fee, assessments, special taxes, and other development fees and exactions set forth therein. Without limiting the foregoing, applications for special permits, subdivision maps or other land use entitlements and building permits may be made subject to LANDOWNER’s participation in and compliance with the plan. Failure to so participate shall be an event of default to which the default provisions of this Agreement and the Procedural Ordinance shall apply. For purposes of this Agreement “participate” - 16 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ and “participation” shall mean payment of all monies required by virtue of the North Natomas Finance Plan, and performance of all obligations imposed thereby.

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

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

8. Infrastructure.

A. Construction by CITY. To the extent that funds are available to CITY pursuant to the North Natomas Finance Plan, and to the extent that any required real property has been transferred to CITY pursuant to the NNLAP, or has been obtained by CITY through its power of eminent domain, which CITY agrees to utilize, where required, and subject to LANDOWNER’s compliance with the terms of this Agreement and all of the terms and conditions of any entitlement applicable to the Property, CITY agrees to use its best efforts to bring about the construction of the Infrastructure required to implement the Development Plan (Exhibit B). Provided, however, that CITY’s obligations hereunder shall be limited to those items of Infrastructure which, under the North Natomas Finance Plan, are to be constructed by CITY or under CITY’s direction and control; where Infrastructure is to be constructed by LANDOWNER, either pursuant to conditions of approval or otherwise, the provisions of this subsection shall not apply.

B. Construction by LANDOWNER. When required by conditions of approval, and in accordance with CITY specifications and standards in effect as of the date of construction, LANDOWNER shall diligently construct Infrastructure required for implementation of the Development Plan (Exhibit B). LANDOWNER shall further comply with all required - 17 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ funding requirements specified in the North Natomas Finance Plan, and the real property transfer provisions of the NNLAP.

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

(1) Establishment of Financing Mechanisms. CITY shall, as soon as feasible following the adoption of the North Natomas Finance Plan by the City Council, establish public financing mechanisms as identified in the North Natomas Finance Plan, applicable to lands within the NNCP area which will benefit from the Drainage System.

(2) Issuance of Bonds. Decisions as to whether to issue bonds pursuant to such financing mechanisms, and the timing and manner of issuance thereof, shall be within the sole and exclusive discretion of CITY; provided, however, that CITY shall exercise its discretion in a good faith manner, so as to provide for timely construction of Infrastructure in order not to stop or slow development.

(3) Linkage of Development to Completion of Drainage System. CITY has established a performance standard that requires (inter alia) that the Drainage System be completed and in operation no later than the point in time when building permits have been issued for fifty percent (50%) buildout of the North Natomas Finance Plan Area, as measured by developable acreage as defined in the North Natomas Finance Plan. In the event that a different phasing plan is adopted and implemented by CITY, LANDOWNER shall comply with all provisions of such a plan, and shall execute any agreement or other document, or participate in any mechanism as is required by CITY to implement such a plan.
- 18 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________

D. Infrastructure Financing Proceedings.

(1) LANDOWNER-Initiated Proceedings. In the event that LANDOWNER desires to initiate proceedings for the formation of an assessment district, community facilities district, or other similar form of improvement financing mechanism to fund the construction of Infrastructure required by conditions of approval or otherwise, LANDOWNER shall file an application with CITY for that purpose in accordance with CITY’s Assessment District Policy Manual, as same may be amended from time to time, or such other policy document as may after the Effective Date be adopted by the City Council as a substitute therefor. CITY agrees to diligently process any such application, provided that such application:

(a) is complete and is accompanied by payment of CITY fees applicable on the date of filing of the application;

(b) otherwise complies with the Land Use and Development Regulations and applicable law, as it exists on the date of the application, including but not limited to the Assessment District Policy Manual;

(c) is consistent with CITY’s policies and procedures;

(d) provides for a value to lien ratio and other financial terms that are reasonably acceptable to CITY;

(e) provides for all funding requirements established by CITY for the purpose of payment of the costs of outside consultants needed, in CITY’s sole discretion; and
(f) provides that the specific consultants (e.g., bond counsel, financial advisors, underwriters, or other consultants as may be necessary under the circumstances) shall be selected by CITY in its sole discretion.

Notwithstanding any other provision of this Agreement, CITY agrees that upon request made by LANDOWNER, CITY will consider making exceptions to the Assessment District Policy Manual, to allow for alternative methods of financing in- tract improvements, including but not limited to formation of assessment districts or similar financing mechanisms, where such alternatives are contemplated by the North Natomas Finance Plan, including any amendments thereto. Provided, however, that CITY reserves its discretion to condition use of any such alternatives on satisfaction of performance preconditions (including but not limited to drainage - 19 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ capacity), and to consider underwriting considerations and criteria, together with the manner in which such alternatives further the overall implementation of the North Natomas Finance Plan. Further, CITY may in its reasonable discretion deny any such request upon grounds, including but not limited to consistency of application of its policies and the potential for establishing negative precedent.

(2) Proceedings Initiated by CITY. In the event that pursuant to the North Natomas Finance Plan, CITY in its discretion determines that a particular financing mechanism, including but not limited to an assessment district, a community facilities district, a fee district, a development fees procedure, or any similar mechanism, is required in order to implement the North Natomas Finance Plan, LANDOWNER’s participation obligations set forth hereunder (including but not limited to Exhibit C), in the North Natomas Finance Plan, or in any condition of approval, shall apply.

(3) Maintenance Districts. LANDOWNER may, following the procedures specified in subsection 8D(1) above, request that CITY establish one or more maintenance districts for the purpose of financing the maintenance of landscaping or other public improvements, whereunder lands benefitting from the improvements and their maintenance are assessed for a proportionate share of the maintenance cost.

E. Reimbursement to LANDOWNER.

(1) From Financing Proceeds. Subject to Chapter X of the North Natomas Finance Plan, where LANDOWNER has provided advance funding for public Infrastructure required by the North Natomas Finance Plan or has constructed such Infrastructure under the direction and control of CITY, LANDOWNER shall be reimbursed for Reimbursable Infrastructure Costs at such time as CITY has established a permanent financing mechanism in the form of an assessment district, community facilities district, or other similar mechanism through which permanent public financing for such improvements is established. Those items qualifying as Reimbursable Infrastructure Costs shall be determined pursuant to CITY policies in existence at the time of establishment of the permanent financing mechanism. CITY agrees to entertain reasonable requests from LANDOWNER for exceptions to such policies; provided, however, that CITY may, in its reasonable discretion, deny any such request upon grounds, including but not limited to consistency of application of its policies and the potential for establishing negative precedent. Nothing in this Agreement shall authorize reimbursement of any cost which, in the opinion of CITY’s bond counsel, is not permissible for purposes of establishing or retaining tax free status of any bonds issued, or contemplated to be issued by CITY.

- 20 -

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

FOR CITY CLERK USE ONLY
Ordinance No.______________________

City Agreement No.______________________ Date Adopted:______________________ (2) Reimbursement From Others Benefitted. In any case where CITY requires or permits LANDOWNER to plan, design, construct, or fund the planning, design or construction of improvements required for development by the North Natomas Finance Plan, in excess of or beyond those required for development of the Property, or, where required by the North Natomas Finance Plan, to make dedications, provide mitigation or incur costs in connection with public improvements or the planning of the North Natomas area in excess of or beyond those required for development of the Property, and the provisions of the preceding subsection do not apply, CITY shall utilize its best efforts to require that all other Persons benefitted by the improvements shall reimburse (through fee districts, agreements, conditions of approval, or otherwise) LANDOWNER for such Person’s proportionate share of such costs as determined in accordance with the North Natomas Finance Plan, or by CITY. For purposes of this Agreement, the term “in excess of or beyond those required for development of the Property” shall mean requirements which exceed LANDOWNER’s fair proportionate share, as determined in accordance with the provisions of the North Natomas Finance Plan and any associated documents or studies.

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

(3) Reimbursement of Planning, Engineering and Staff Costs. In accordance with the provisions of the North Natomas Finance Plan, and as soon as feasible following City Council adoption of the said Plan, CITY shall enact a fee ordinance which imposes a fee upon NNCP area landowners, including LANDOWNER, to pay the planning, engineering, staff and related costs (including but not limited to CITY staff and related costs), as specified in the North Natomas Finance Plan, and which relate to development of the NNCP, the Finance Plan, the general form of the Development Agreement, the Comprehensive Drainage Plan, and all related documents. The fee shall be spread across lands within the NNCP area in the same fashion as the public facilities fees. Credits shall be given to those landowners who have paid some or all of their share of the said costs, for the amounts so paid. The fee shall be payable prior to issuance of the first discretionary entitlement for the land as to which an application has been filed with CITY.
- 21 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________

9. LANDOWNER Obligations.

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

(1) required pursuant to a condition or term of any entitlement for use or development of the Property; or

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

In the event that, at the time of the required transfer to CITY, the location of, or the quantity of land required for the Infrastructure or public facilities has changed from that depicted on Exhibit H, to such a significant degree or extent that the location or quantity is inconsistent with both the NNCP as it exists on the effective date of this Agreement, and the North Natomas Finance Plan, the parties shall meet and negotiate, and in good faith endeavor to reach agreement on any amendments to this Agreement needed to allow development of the Property in a reasonable manner, taking into account the changes in Infrastructure and public facilities. If agreement is reached between the parties, the procedures specified herein and in the Procedural Ordinance shall apply to amendments to this Agreement. If agreement is not reached, either party shall have the right to terminate this Agreement by providing the other party sixty (60) days notice.

B. Development Timing. LANDOWNER shall have no obligation to initiate or commence development of any particular phase of the Property within any period of time. - 22 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________

10. Litigation/Indemnification.

A. Challenge to Agreement or Entitlements.

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

(a) City may, in its sole discretion, either defend such litigation or tender its defense to LANDOWNER.

(b) In the event that CITY determines to defend the action itself, LANDOWNER shall be entitled, subject to court approval, to join in or intervene in the action on its own behalf, or to advocate in favor of validity of this Agreement or any challenged entitlement. In such a case, each party shall bear its own attorney fees and costs.

(c) In the event that CITY determines to tender the defense of the action to LANDOWNER, LANDOWNER shall defend the action on its behalf and on behalf of CITY, and shall bear all attorney fees and costs associated with such defense from and after the date of the tender. Provided, however, that CITY may at any time after the tender elect to assume representation of itself; in that event, from and after the date CITY gives notice of its election to do so, CITY shall be responsible for its own attorney fees and costs incurred thereafter.

(2) If, in such litigation, a final judgment or other final order is issued by the court which has the effect of invalidating or rendering ineffective, in whole or in part, any provision of this Agreement or the Agreement itself, or any entitlement issued during the term of this Agreement and pursuant to its terms, the following shall apply:
(a) if the judgment or order includes a provision for attorney fees and/or costs of the successful party or parties, LANDOWNER shall pay the entire cost thereof, without right of offset, contribution or indemnity from CITY, irrespective of - 23 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ anything to the contrary in the judgment or order. Provided, however, that if the litigation relates entirely, solely and exclusively to a challenge to the NNCP in general, or to the North Natomas Finance Plan in general, separate and apart from this Agreement or any entitlement relating to the Property, and if LANDOWNER is named or becomes a party in such litigation, LANDOWNER and CITY shall bear the cost of the successful party’s attorney fees and/or costs in the manner specified in the court’s judgment.

(b) CITY and LANDOWNER shall meet and endeavor, in good faith, to attempt to reach agreement on any amendments needed to allow development of the Property to proceed in a reasonable manner, taking into account the terms and conditions of the court’s judgment or order. If agreement is reached, the procedures for amending this Agreement as specified herein, and in the Procedural Ordinance, shall apply. If agreement is not reached, either party shall have the right to terminate this Agreement by giving the other party sixty days’ notice of termination.

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

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

11. Effect of Subsequent Laws.

A. Laws of Other Agencies.

(1) If any public agency, other than CITY, adopts any new law, regulation, ordinance or imposes any new condition (herein referred to collectively as “the New Law”) after the date of this Agreement, which prevents or precludes either the CITY or LANDOWNER, or both, from complying with one or more provisions of this Agreement, then immediately following the enactment of the New Law the parties shall meet and confer in good faith to determine whether the New Law applies to the Property, and whether suitable amendments to this Agreement can be made, in order to maintain LANDOWNER’s right to develop the Property in a reasonable manner pursuant to Exhibit B.
- 24 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________

(2) In the event that the parties, after having engaged in good faith negotiations, are unable to agree on such amendments, the parties shall consider whether suspension of the term of this Agreement is appropriate, and if so, what the terms and conditions of any such suspension should be. In the event that the parties, after having engaged in good faith negotiations are unable to agree on the suspension issues, either party shall have the right to terminate this Agreement by giving the other party sixty (60) days’ written notice of termination.

(3) LANDOWNER or CITY shall have the right to institute litigation relating to the New Law, and raise any issues relating to its validity. If such litigation is filed, this Agreement shall remain in full force and effect until final judgment is issued.

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

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

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

- 25 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________

13. Legal Actions; Applicable Law; Attorney Fees.

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

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

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

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

15. CITY’s Good Faith in Processing. Subject to the provisions of section 5B hereof, and LANDOWNER’s compliance with each and every term and condition of this Agreement and all of its exhibits, CITY agrees that it will accept in good faith for processing, review, and action, all complete applications for master parcel maps, zoning, planned unit development designation, - 26 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ planned unit development guidelines, schematic plans, special permits, building permits, parcel maps, subdivision maps, or other entitlements for use of the Property in accordance with the General Plan, the NNCP and this Agreement.

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

16. Default, Remedies, Termination.

A. General Provisions. Subject to any extensions of time by mutual consent of the parties, and subject to the cure provisions set forth herein, any failure or unreasonable delay by either party to perform any material term or provision of this Agreement shall constitute a default.

(1) LANDOWNER Default. In addition to any other remedy specified herein, in the event that notice of default has been given in accordance with this section, wherein a default by LANDOWNER is alleged, CITY shall not be obligated to issue any building permit, or grant any entitlement as to which an application has been filed.

(2) CITY Default. In addition to any other remedy specified herein, in the event that notice of default has been given in accordance with this section, wherein a default by CITY is alleged, any resulting delays in LANDOWNER’s performance caused by CITY’s default shall not constitute a LANDOWNER default, or be grounds for termination or cancellation of this Agreement.

(3) Successors in Interest. Where the Property, following the Effective Date, has been lawfully conveyed in whole or in part to one or more successors in interest, in such a manner as to invoke the provisions of section 4 of this Agreement, and one or more of such successors in interest is in default with respect to the portion of the Property owned by it, neither LANDOWNER nor any other non-defaulting successor in interest shall be liable for the default, if the provisions of section 4 have been complied with, and in accordance with the terms and conditions of that section.

B. Cure of Default. In the event of an alleged default or breach of any terms or conditions of this Agreement, the party alleging such default or breach shall give the other party notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured and a reasonable period of time in which to cure, that shall in no event be less than thirty (30) days. During any such period, the party charged - 27 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ shall not be considered in default for purposes of termination or institution of legal proceedings.

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

(1) institute legal proceedings to obtain appropriate judicial relief, including but not limited to mandamus, specific performance, injunctive relief, or termination of this Agreement; or

(2) give the other party notice of intent to terminate this Agreement pursuant to Government Code section 65868 and the Procedural Ordinance. In the event that such notice is given, CITY shall schedule the matter for public hearing before the City Council to review the matter and make specific written findings regarding the alleged default. Where LANDOWNER is the party alleged to be in default, LANDOWNER shall be afforded a reasonable opportunity to respond to all allegations of default at such public hearing. CITY shall provide LANDOWNER at least thirty (30) days prior written notice of such public hearing, as well as provide LANDOWNER copies of all CITY staff reports prepared in connection therewith at least five (5) days prior to the hearing.

17. Annual Review.

A. General Provisions. In accordance with Government Code section 65865.1, and the Procedural Ordinance, CITY shall, at least every twelve (12) months during the Term of this Agreement, review the extent of good faith compliance by LANDOWNER with the terms of this Agreement. Failure of CITY to conduct an annual review shall not constitute a waiver by CITY or LANDOWNER of the right to conduct future annual review or to otherwise enforce the provisions of this Agreement, nor shall a party have or assert any defense to such enforcement by reason of any such failure. The failure of CITY to undertake such review, shall not, in itself, invalidate the terms of this Agreement or excuse any party hereto from performing its obligations under this Agreement.

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

C. Proceedings. The procedures specified in the Procedural Ordinance for conduct of the annual review by the City Manager, and by the City Council, shall apply to each annual review of this Agreement. At least ten (10) days prior to the commencement of any annual review, CITY shall deliver to LANDOWNER a copy of any public staff reports and - 28 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ other documents to be used or relied upon in conducting the review. LANDOWNER shall be permitted an opportunity to respond to CITY’s evaluation of LANDOWNER’s performance by written and oral testimony at the public hearing to be held before the City Council, if LANDOWNER so elects.

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

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

18. Termination upon Completion of Development.

A. General Provisions. This Agreement shall terminate as to each parcel of property contained within the Property when that parcel of property has been fully developed and all of LANDOWNER’S obligations in connection therewith are satisfied, as reasonably determined by CITY. CITY shall, upon written request made by LANDOWNER to CITY’s Department of Planning and Development, determine if the Agreement has terminated, with respect to any parcel, and shall not unreasonably withhold termination as to that parcel if LANDOWNER’S obligations therewith are satisfied. CITY shall be entitled to receive payment of a fee commensurate with the cost of processing the request and making such a determination, including but not limited to CITY’s administrative and legal expenses. Upon termination of this Agreement, CITY shall upon LANDOWNER’s request record a notice of such termination in a form satisfactory to the City Attorney that the Agreement has been terminated. The aforesaid notice may specify, and LANDOWNER agrees, that termination shall not affect in any manner any continuing obligation to pay any item specified by this Agreement, by the North Natomas Financing Plan or any of the measures implementing said plan, and shall have the effect as set forth in section 18C.

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

- 29 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ C. Effect of Termination On Landowner Obligations. Termination of this Agreement as to the Property or any portion thereof shall not affect any of the LANDOWNER’s obligations to comply with CITY’s General Plan, the NNCP, and all entitlements issued for the Property, nor shall it affect any other covenants of this Agreement specified in this Agreement to continue after the termination of this Agreement, including but not limited to those specified in sections 6 and 10 and subsection 13C.

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

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

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

Notice to the LANDOWNER: Kaiser Foundation Health Plan, Inc.

Controller National Taxation
1 Kaiser Plaza, Floor 15
Oakland, CA 94612

with copies to:
_____________________________
_____________________________
_____________________________
_____________________________

Notice to Lender: _____________________________
_____________________________
_____________________________
_____________________________

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ Any party may change the address to which notices are to be mailed by giving written notice of such changed address to each other party in the manner provided herein.

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

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

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

24. Provisions Relating to Lenders.

A. Lender Rights and Obligations.

(1) Prior to Lender Possession. No Lender shall have any obligation or duty under this Agreement to construct or complete the construction of improvements, or to guarantee such construction or completion, and shall not be obligated to pay any fees or charges which are liabilities of LANDOWNER or LANDOWNER’s successors in interest, but shall otherwise be bound by all of the terms and conditions of this Agreement, which pertains to the Property or such portion thereof in which it holds an interest. Nothing in this section shall be construed to grant to a Lender rights beyond those of LANDOWNER hereunder, or to limit any remedy CITY has hereunder in the event of default by LANDOWNER, including but not limited to termination and/or refusal to grant entitlements with respect to the Property.

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ (2) Lender in Possession. A Lender who comes into possession of the Property, or any portion thereof, pursuant to foreclosure of a mortgage or deed of trust, or a deed in lieu of foreclosure, shall not be obligated to pay any fees or charges which are obligations of LANDOWNER, and which remain unpaid as of the date such Lender takes possession of the Property or portion thereof. Provided, however, that a Lender shall not be eligible to apply for or receive entitlements with respect to the Property, or otherwise be entitled to develop the Property or devote the Property to any uses or to construct any improvements thereon other than the development contemplated or authorized by this Agreement and subject to all of the terms and conditions hereof, including payment of all fees (delinquent, current and accruing in the future) and charges, and assumption of all obligations of LANDOWNER hereunder; provided, further, that no Lender, or successor thereof, shall be entitled to the rights and benefits of the LANDOWNER hereunder or entitled to enforce the provisions of this Agreement against CITY unless and until such Lender or successor thereof qualifies as a recognized assignee under the provisions of section 4 of this Agreement.

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

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

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

25. Estoppel Certificate. Either party may, at any time, and from time to time, deliver written notice to the other party requesting such other party to certify in writing that, to the knowledge of the certifying party, (i) this Development Agreement is in full force and effect and a binding obligation of the parties, (ii) this Development Agreement has not been amended or modified either orally or in writing, or if so amended, identifying the amendments, and (iii) the requesting party is not in default in the performance of its obligations under this Development - 32 -
North Natomas Development Agreement
Form Revised 10/03/17 JCH&JPC

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ Agreement, or if in default, describing therein the nature and amount of any such defaults. A party receiving a request hereunder shall execute and return such estoppel certificate, or give a written detailed response explaining why it will not do so, within thirty (30) days following the receipt of each such request. Each party acknowledges that such an estoppel certificate may be relied upon by third parties acting in good faith. A certificate provided by CITY establishing the status of this Agreement with respect to the Property or any portion thereof shall be in recordable form and may be recorded at the expense of the recording party.

26. Construction. All parties have had the opportunity to be represented by legal counsel of their own choice in the preparation of this Development Agreement and no presumption or rule that “an ambiguity shall be construed against a drafting party” shall apply to the interpretation or enforcement of any provision hereof. Captions on sections and subsections are provided for convenience only and shall not be deemed to limit, amend or affect the meaning of the provision to which they pertain.

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

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

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

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

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

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

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

- 33 -

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ A Legal Description of the Property
B Landowner’s Development Plan
C Special Conditions
D Assignment and Assumption Agreement
E North Natomas Land Acquisition Program
F Protest Waiver Form
G Irrevocable Offer of Dedication Form
H Map and Categorical Listing of Land and Infrastructure

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

This Agreement is specifically intended by the parties hereto to supersede all prior development agreements, if any, for the Property which may exist between CITY and LANDOWNER. The provisions of subsection 10B of this Agreement, relating to indemnification and defense of CITY, its officers, employees and agents, shall be applicable to any claim whatsoever against CITY, its officers, employees and agents, arising out of or in any way relating to any prior development agreement relating to the Property.

35. City Attorney Costs. Landowner shall pay to the City of Sacramento the sum of $1,500.00 as and for reimbursement of the costs of the City Attorney in preparation and processing of this Agreement.

››› Signature Page Follows ‹‹‹

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

FOR CITY CLERK USE ONLY
Ordinance No. ______________________

City Agreement No. ______________________ Date Adopted: ______________________ IN WITNESS WHEREOF, the CITY and LANDOWNER have executed this Development Agreement as of the date first set forth above.

CITY OF SACRAMENTO

By: ________________________________
Kevin McCarty
Mayor of City of Sacramento
Date: _____________, 2025

Ethan M. Sullivan, VP Corporate Real Estate
Kaiser Foundation Health Plan, Inc.

By: ________________________________
Signature
________________________________
Print Name
________________________________
Title
Date: _____________, 2025

Attest
Sacramento City Clerk

By: ________________________________
Signature

Approved as to Form
Sacramento City Attorney

By: ________________________________
Signature

Approved as to Form
[Name]

By: ________________________________
[Name]
Attorneys for [Name]

(ATTACH APPROPRIATE ACKNOWLEDGMENT)

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

EXECUTION PAGE FOR LENDER

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

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

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

Dated: ____________, 20[ ]

LENDER: ________________________________
Signature

By: _____________________________

Its: ____________________________

(ATTACH APPROPRIATE ACKNOWLEDGMENT)

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

EXHIBIT A

DESCRIPTION OF LANDOWNER’S PROPERTY

SEE ATTACHED

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

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

EXHIBIT B

LANDOWNER’S DEVELOPMENT PLAN

SEE ATTACHED

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

EXHIBIT C

SPECIAL CONDITIONS

I. PURPOSE AND INTENT

The definitions applicable to the body of the Agreement shall apply to this Exhibit C.

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

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

II. LANDOWNERS’ OBLIGATIONS

A. Mitigation Monitoring; Habitat Conservation Plan.

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

2. Habitat Conservation Plan.

a. In the event that a Habitat Conservation Plan has been adopted by CITY, LANDOWNER shall be obligated to undertake and exercise one of the following options:

(i) participate in that Plan by payment of the fees applicable to LANDOWNER and/or the Property or provide required proportionate land dedications, at the time specified in the Plan for payment of fees or dedication of required proportionate lands; or

North Natomas Development Agreement
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(ii) obtain and present to CITY a duly issued, executed and effective incidental take permit issued by federal and state agencies charged with implementation of the provisions of federal and state Endangered Species Acts, which would allow development of the Property; or

(iii) obtain and present to CITY a duly issued, executed, and effective form of document from said federal and state agencies that development of the Property may proceed without the need for an incidental take permit; or

(iv) participate in such other plan or program which has been approved by said federal and state agencies; or

(v) take any other action required by CITY in its sole discretion, relating to satisfaction of all applicable laws, including but not limited to CEQA and the federal and state Endangered Species Acts, where none of the provisions of subsections (i), (ii), (iii) or (iv) are applicable.

b. The Natomas Basin Habitat Conservation Plan Fee is payable by Landowner at the time of and as a condition of issuance of a grading or building permit. The fee is, at the time of execution of this Agreement, the sum of $47,031 per acre of the Property subject to the grading or building permit. In addition to the payment of that sum, Landowner shall be subject to the provisions of any “catch-up fee” ordinance, resolution, rule or regulation in effect at the time of issuance of the grading or building permit. The requirement specified in this subsection 2b shall be included in each entitlement issued with respect to the Property. Landowner understands and agrees that the provisions of Government Code sections 66000 through 66025, as those sections are amended, renumbered or reconstituted, shall not apply to the fees covered by this subsection 2b.

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

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

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

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

D. Inclusionary Housing Requirements. CITY has enacted a mixed income housing policy (“Policy”), as set forth in title 17, chapter 17.190 of the Sacramento City Code. If and to the extent that the Property is subject to the Policy, certain project entitlements for the Property will contain conditions which implement the Policy, including but not limited to conditions requiring an inclusionary housing plan (“IHP”) and an inclusionary housing agreement (“IHA”). The IHP for the property, where the Policy is applicable, is attached to this Exhibit C as Exhibit C-1, and incorporated herein by this reference. The requirements specified in the IHP shall be implemented by LANDOWNER, and LANDOWNER shall execute the required IHP.

III. CONDITIONS OF DEVELOPMENT; SPECIAL FINDINGS REQUIRED

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

1. The approval of the proposed project is consistent with the policies, goals, standards and objectives of the NNCP and other relevant factors and circumstances, including but not limited to:

a. The adequacy of the required interim and permanent Infrastructure needed to support the project planned for the Property;

b. The extent of participation required of LANDOWNER under the North Natomas Finance Plan has been secured;

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c. The extent to which LANDOWNER has complied with the provisions of the NNLAP.

d. The extent to which LANDOWNER has complied with the provisions of the Policy.

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

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

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

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

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

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

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

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

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

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EXHIBIT D

ASSIGNMENT AND ASSUMPTION AGREEMENT

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

RECITALS

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

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

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

AGREEMENTS

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

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

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

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

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

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

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

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

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

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

By: ______________________________
“ASSIGNEE”

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EXHIBIT E

NORTH NATOMAS LAND

ACQUISITION PROGRAM
(NNLAP)

ATTACHED:

EXHIBIT E-1

Excerpt from the North Natomas Final Nexus Study and Financing Plan 2008 Update (approved by Resolution No. 2009-341 on May 26, 2009). The excerpt consists of pages 6-1 through 6-7 and 6-9 through 6-14 from Part 6, which is titled “North Natomas Land Acquisition Fees”; and Appendix E, titled “Land Acquisition Program Support Tables,” consisting of pages E-1 through E-5.

EXHIBIT E-2

Excerpt from the Hearing Report for the NNLAP 2005 Update dated May 9, 2009. The excerpt consists of the following 11 pages from Part I, which is titled “North Natomas Public Facilities Land Acquisition Fee”: Title Page, Table of Contents, List of Maps and Tables, Pages I-3 and I-4, Map of LAP Reimbursement Areas (rev. August 2002), Page I-6, Table 2, Table 3, Page I-9, Table 4.

EXHIBIT E-3

Excerpt from the North Natomas Nexus Study 2002 Update dated August 7, 2002. The excerpt consists of the following 12 pages from Part I, which is titled “North Natomas Land Acquisition Fees”:

Pages VI-1 and VI-2, Map of LAP Reimbursement Areas (rev. August 2002), Pages VI-5 through VI-13.

EXHIBIT E-4

Excerpt from the North Natomas Financing Plan 1999 Update (dated August 17, 1999). The excerpt consists of the following 15 pages from the section titled “Public Land Acquired Through the NNLAP”:

Page V-3, Pages V-5 through V-17, Page V-19.

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1 EXHIBIT F

Protest Waiver Provisions Agreed to by LANDOWNER

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

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

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

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2 Without limiting the generality of the foregoing, LANDOWNER for itself, its constituents, successors and assignees specifically, as to the Property, agrees to the following which are adopted by the City Council pursuant to the North Natomas Finance Plan:

(1) Waives, and hereby grants advance consent to the formation and implementation of any and all special assessment districts, tax districts (such as Mello-Roos Community Facilities Districts), fee districts or other financing mechanisms of a similar nature recommended or established by CITY for the purpose of financing Infrastructure, public improvements and facilities (including land transfers as set forth in the NNLAP). Without limiting the generality of the foregoing, LANDOWNER specifically waives:

(i) the provisions of the Special Assessment Investigation, Limitation and Majority Protest Act of 1931 (division 4 of the Streets and Highways Code, beginning at section 2800), together with associated provisions of the California Constitution;

(ii) the provisions of any other statute designed to provide a protest or contest procedure in connection with formation and implementation of a district or similar financing mechanism; and

(iii) the provisions of any procedure embodied in the Sacramento City Code designed to provide a protest or contest procedure in connection with formation and implementation of a district or similar financing mechanism.

(2) Waives, and hereby grants advance consent to the formation and implementation of any and all special fees, exactions, development fees, assessments, taxes or other charges established by CITY for the purpose of financing Infrastructure, public improvements and facilities (including land transfers as set forth in the NNLAP). Without limiting the generality of the foregoing, LANDOWNER specifically waives:

(i) to the extent applicable, those statutory and constitutional provisions specified in paragraph (1) above; and
(ii) the provisions of Government Code section 66000 et seq. or any other provision of law providing a procedure for contest or protest of establishment or imposition of special fees, exactions, development fees, assessments, taxes or other charges of a similar nature.

(3) Agrees to:

(i) affirmatively petition CITY, where applicable, for the formation of all special districts and other financing mechanisms that have been or will be in the future selected or recommended by CITY in order to implement the North Natomas Finance Plan;

(ii) execute an irrevocable proxy or proxies when necessary (such as in the formation of, or imposition of taxes relative to, a Mello-Roos Community Facilities District)

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3 authorizing a representative designated by CITY, who will vote in favor of establishing the specific financing mechanism in question; and

(iii) execute immediately upon presentation any document which is required or convenient for the formation of the district or facilitation of the particular financing mechanism.

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

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EXHIBIT G

IRREVOCABLE OFFER OF DEDICATION FORM

Recorded for the benefit of the
City of Sacramento (exempt from
fees under Gov. Code, § 6103)

When recorded return to–

Development Services Department
Attn: Jerry Lovato
300 Richards Blvd., 3rd Floor
Sacramento, CA 95811

IRREVOCABLE OFFER TO DEDICATE

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

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

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

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

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

By: _________________________ By: _________________________ (ATTACH NOTARY ACKNOWLEDGMENT)

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JCH&JPC
Exhibits

EXHIBIT H

MAP AND CATEGORICAL LISTING

OF LAND AND INFRASTRUCTURE

SEE ATTACHED

ORDINANCE NO. 2025-
Adopted by the Sacramento City Council
August 26, 2025
ORDINANCE AMENDING TITLE 17 OF THE SACRAMENTO CITY CODE BY REZONING 12.92± ACRES FROM THE EMPLOYMENT CENTER LOW RISE (EC-50- PUD) ZONE TO THE MULTI-UNIT DWELLING (R-3A-PUD) ZONE AT 120 PROMENADE CIRCLE (APN: 225-2110-028-0000, 225-2110-055-0000, 225-2110-056- 0000, 225-2110-059-0000)

BE IT ENACTED BY THE COUNCIL OF THE CITY OF SACRAMENTO:

SECTION 1.

As used in this ordinance, “Property” means the real property depicted in attached and incorporated in Exhibit A and contains four APNs.

SECTION 2.

Title 17 of the Sacramento City Code (“Planning and Development Code”) is hereby amended by rezoning 12.92± acres from the Employment Center Low-Rise (EC-50- PUD) zone to the Multi-Unit Dwelling (R-3A-PUD) zone, as shown on Exhibit A.

SECTION 3.

As required by section 17.808.230.C.1.d of the Planning and Development Code, the City Council finds that the rezoning of the property is consistent with the 2040 General Plan designation of Office Mixed Use, the proposed residential use, and development standards in that the proposed project 1) provides for residential development on a vacant piece of property with a residential development that is compatible with the surrounding uses and neighborhood, 2) complies with lot size and development standards of the R-3A-PUD zone and the Promenade at Natomas PUD, and 3) promotes the public health, safety, convenience, and welfare of the City in that the proposed use provides additional housing opportunities for the community.

SECTION 4.

The City Clerk is hereby directed to amend the City’s official zoning maps to conform with this ordinance.

Table of Contents:

Exhibit A: Rezone Exhibit (1 page) is part of this ordinance.

Adopted by the City of Sacramento City Council on August 26, 2025, by the following vote:

Ayes:

Noes:

Abstain:

Absent:

Attest:

N
S
E W
scale: 1"=80'

GATEWAY PARK BLVD

NORTH FREEWAY BLVD

PROMENADE CIRCLE

TRUXEL ROAD
MAY 2, 2025 - THIRD SUBMITTAL Sacramento, California
Proposed
By:

BIRCHWAY NATOMAS
GREYSTAR DEVELOPMENT WEST, LLC.
3400 Cottage Way, Suite H
Sacramento, CA 95825
TSD ENGINEERING, INC.
785 Orchard Drive, Suite #110
Folsom, CA 95630
Phone: (916) 608-0707
Fax: (916) 608-0701
expect more.

Promenade at Natomas Planned Unit Development - Rezone Exhibit EXISTING ZONING (2008)PROPOSED ZONING
C6.1
EC-50-PUDR-3A-PUD
RESOLUTION NO. 2025-
Adopted by the Sacramento City Council
August 26, 2025

AMENDING THE PROMENADE AT NATOMAS PLANNED UNIT DEVELOPMENT (PUD) TO DESIGNATE 12.9 ACRES FOR RESIDENTIAL USES AND TO ESTABLISH

DEVELOPMENT STANDARDS FOR RESIDENTIAL USES OUTSIDE OF THE EMPLOYMENT CENTER ZONE (APN: 225-2110-028-0000, 225-2110-055-0000, 225- 2110-056-0000, 225-2110-059-0000) (P24-033)

BACKGROUND
A. On July 28 , 202 5, the Planning and Design Commission conducted a public hearing on and forwarded to the City Co uncil a recommendation to approve with conditions the Birchway at Natomas Apartments Rezone project (P24-033), which includes amending the schematic plan to designate the subject site for residential uses, and to establish development standards for residential uses outside of the Employment Center zone.

B. On August 26, 2025, the City Council conducted a public hearing, for which notice was given pursuant to Sacramento City Code Section 17.812.010(2)(b).

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

Section 1. Based on the verbal and documentary evidence received at the hearing on the Birchway at Natomas Apartments Rezone project, the City Council approves the amendments to the Promenade at Natomas Planned Unit Development, attached as Exhibit A-B, based on the following findings of fact:

1. The amendment is consistent with the applicable general plan land use designation, use, and development standards; the goals, policies, and other provisions of the general plan; and any applicable specific plan or transit village in that the Office Mixed Use (OMU) General Plan designation is intended to provide space for job centers, office buildings, and business parks, with complementary commercial and service uses that cater to employees throughout the day. Residential development in a standalone format is an allowable use within the OMU designation.

2. The amendment promotes the public health, safety, convenience, and welfare of the city in that the proposed use is compatible with surrounding residential, commercial, and office uses and provides additional housing opportunities for the community.

3. The proposed amendment is consistent with the proposed zoning designation, Multi- Unit Dwelling (R-3A-PUD) in that multi-unit residential uses are an allowed use in the zone.

Section 2. The Planned Unit Development Schematic Plan is amended as shown in exhibit A, which is part of this resolution.

Section 3. Section IV.B and C of the Planned Unit Development Guidelines of the Promenade at Natomas PUD are amended to read as shown in exhibit B, which is part of this resolution.

Table of Contents:

Exhibit A: Promenade at Natomas Schematic Map Amendment Exhibit B: Promenade at Natomas PUD Guidelines Amendment Adopted by the City of Sacramento City Council on August 26, 2025, by the following vote:

Ayes:

Noes:

Abstain:

Absent:

Attest:

N
S
E W
scale: 1"=80'

GATEWAY PARK BLVD

NORTH FREEWAY BLVD

PROMENADE CIRCLE

TRUXEL ROAD
PARK &
RIDE
MAY 2, 2025 - THIRD SUBMITTAL Sacramento, California
Proposed
By:

BIRCHWAY NATOMAS
GREYSTAR DEVELOPMENT WEST, LLC.
3400 Cottage Way, Suite H
Sacramento, CA 95825
TSD ENGINEERING, INC.
785 Orchard Drive, Suite #110
Folsom, CA 95630
Phone: (916) 608-0707
Fax: (916) 608-0701
expect more.

Promenade at Natomas Planned Unit Development - Schematic Plan Amendment EXISTING SCHEMATIC PLAN (2008)PROPOSED SCHEMATIC PLAN (2024) C6.0

RESIDENTIAL
The Promenade at Natomas Planned Unit Development
Guidelines Amendment

SECTION IV. PERMITTED USES

B. Permitted Uses: The intent of the PUD is to serve the surrounding area with regional office (employment center) and retail uses. The permitted uses are those normally allowed in the SC and EC-50 zones, all multi-unit dwelling zones (SCC Chapter 17.208), and those listed below in Table 1 on the following page.

C. Building and Occupancy Standards: The overall building square footage as approved in the PUD for each zone is approximately as follows. The Planning Commission, in accordance with Section 8-D of the Sacramento City Zoning Ordinance, may approve increases in the overall building square footage that do not exceed a maximum of ten percent (10%) of the overall square footage as approved in the PUD.

EC-50 and EC-80:

SC:

Residential:

490,000+ gross square feet of office uses
60,000+ gross square feet of hotel/motel uses

663,200 to 717,200+ gross square feet of retail uses
48,000+ gross square feet of hotel/motel uses
100,000+ gross square feet of office uses

No limit on residential square feet subject to minimum
density and maximum Floor Area Ratio (FAR)

RESOLUTION NO. 2025-
Adopted by the Sacramento City Council
August 26, 2025

ADOPTING FINDINGS OF FACT AND CONDITIONS OF APPROVAL TO APPROVE THE BIRCHWAY AT NATOMAS APARTMENTS REZONE PROJECT (P24-033) (APN:
225-2110-028-0000, 225-2110-055-0000, 225-2110-056-0000, 225-2110-059-0000) Background
A. On July 28, 2025, the City Planning and Design Commission conducted a public hearing on the Birchway at Natomas Apartments Rezone project (P24-033) and forwarded a recommendation of approval to the City Council.

B. On August 26, 2025, the City Council conducted a public hearing, for which notice was given under Sacramento City Code Section 17.812.010(2)(b), and received and considered evidence concerning the Birchway at Natomas Apartments Rezone project (P24-033).

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

SECTION 1.

Based on the verbal and documentary evidence received at the hearing on the project, the City Council approves the project entitlements based on the findings of fact and subject to the conditions of approval as set forth below.

SECTION 2.

The City Council approves the project entitlements based on the following findings of fact:

A. Site Plan and Design Review for the construction of 378 multi -unit dwellings, resident amenities, 165 park -and-ride vehicle parking spaces, and other site improvements totaling 350,050 square feet in the Multi-Unit Dwelling and Promenade at Natomas Planned Unit Development (R-3A-PUD) zone is approved based on the following findings:

1. The design, layout, and physical characteristics of the proposed development are consistent with the general plan and any applicable specific plan or transit village plan. The project supports the goals of the Office Mixed Use ( OMU) designation by providing residential development in a standalone in proximity to complementary commercial and office uses. The development also aligns with policies encouraging a compact urban footpri nt, a jobs-housing balance,

and diverse centers and corridors.

2. The design, layout, and physical characteristics of proposed development are consistent with applicable design guidelines and with all applicable development standards . The proposed apartments development meets all applicable design guidelines and development standards for the Promenade at Natomas Planned Unit Development (PUD) and the Multi-Unit Dwelling (R- 3A) zone. The building incorporates high -quality materials such as stone veneer, cementi tious siding, and stucco, and adheres to guidelines for landscaping, parking, and building orientation. No deviations from applicable standards are requested.

3. All streets and other public access ways and facilities, parking facilities, and utility infrastr ucture are adequate to serve the proposed development . The project ensures safe pedestrian and bicycle circulation through new sidewalks and connections to surrounding development. The project provides sufficient parking with 648 spaces, including 165 spaces for a park-and-ride, for the 378- unit apartment development.

4. The design, layout, and physical characteristics of the proposed development are visually and functionally compatible with the surrounding neighborhood .

The three-story building s integrate with adjacent multi-story, multi-unit residential, office, and commercial uses surrounding the site.

5. The design, layout, and physical characteristics of the proposed development ensure energy consumption is minimized, and use of renewable energy sources is encouraged . The project will utilize existing road and utility networks, and complies with the 50-percent tree shading requirement, which helps shade the buildings and heat absorbent surfaces such as asphalt, ultimately reducing the urban heat island ef fect, which translates to reduced energy consumption needed to condition of cool the interior of the building.

Additionally, t he project ensures minimized energy consumption and encourages renewable energy use by incorporating energy -efficient building systems and materials. Landscaping includes drought -tolerant plants to reduce water usage, and the site design promotes sustainable transportation options with proximity to public transit and bicycle parking.

6. The design, layout, and physical characteristics of the proposed development are not detrimental to the public health, safety, convenience, or welfare of persons residing, working, visiting, or recreating in the surrounding neighborhood and will not result in the creation of a nuisance . The development provides much needed housing in an area in proximity to a future light rail station.

B. Development Agreement Findings. Under exhibit C, section III.A of the Procedural Ordinance ado pted by City ordinance 95-012, i n addition to other findings and conditions as may be deemed applicable, no special permit, subdivision map or other land use entitlement for the Property shall be approved unless the approving body either: (1) makes the following findings; or (2) expressly waives such findings, in whole or in part, as not applicable to the Property and stating the reasons therefor with such waiver and the reasons therefor appear in the record or document of approval. The City Council, as the approving body, makes the following findings of fact:

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

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

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

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

5. LANDOWNER has entered into all agreements required pursuant to exhibit C, sections II.A, II.B, and II.C.

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

C. The Tree Permit for the removal of six City trees and four private protected trees, is approved based on the following Findings of Fact:

1. The location of the six (6) City trees and four (4) private protected tree conflicts with the most feasible placement of proposed driveways and required right-of- way improvements.

2. The replacement plan is consistent with the standards set forth in section

12.56.060 of the Tree Planting, Maintenance and Conservation Ordinance.

D. 200-Year Flood Protection Finding Consistent with State Law (SB 5) and Planning and Development Code Section 17.810:

1. The project site is within an area for which the local flood-management agency has ma de adequate progress (as defined in California Government Code section 65007) on the construction of a flood -protection system that, for the area intended to be protected by the system, will result in flood protection equal to or greater than the urban lev el of flood protection in urban areas for property located within a flood -hazard zone, as demonstrated by the SAFCA Urban Level of Flood Protection Plan and Adequate Progress Baseline Report and the SAFCA Adequate Progress Toward an Urban Level of Flood Protection Engineer’s Report, each accepted by the City Council on June 21, 2016 (Resolution No. 2016 -0226), and the SAFCA 202 4 Adequate Progress Annual Report accepted by the City Council on October 22, 2024 (Resolution No. 2024-0311).

Conditions of Approval
A. Site Plan and Design Review for the construction of 378 multi -unit dwellings, resident amenities, 165 park -and-ride vehicle parking spaces, and other site improvements totaling 350,050 square feet in the Multi-Unit Dwelling and Promenade at Natomas Planned Unit Development (R-3A-PUD) zone is approved based on the following findings:

PLANNING AND DESIGN REVIEW:

Jose R. Quintanilla, (916) 808-5879, [email protected] A1. This approval is active for the Initial Term (15 years, plus any renewal periods) of th e Development Agreement between the City of Sacramento and the Landowner. A use or development project that requires a building permit is established when the building permit is secured , and construction has physically commenced (SCC 17.808.400.A).

A2. The project is within the Natomas Basin Habitat Conservation Plan area. The project applicant/developer shall complete the pre -construction surveys for potential special-status species not less than 30 days or more than 6 months

prior to construction activities in accordance with the 2003 NBHCP. The pre - construction survey shall be conducted by a qualified biologist, botanist, or related expert and will be reviewed by EPS, CDFW, USFWS, and the Natomas Basin Conservancy.

A3. This approval is for the development of nine, three-story residential buildings, one clubhouse building, and two garage buildings per the attached exhibits and conditions of approval.

A4. Development of the site shall be i n compliance with the approved plans and these conditions of approval. Any modification(s) to the project shall be subject to review and approval by Planning staff (and may require additional entitlements) prior to the issuance of building permits.

A5. The bui lding elevations shall have a consistency of detail and quality as indicated on the plans. If there are any discrepancies between the exhibits and the conditions, the conditions will take precedence. All notes and drawings on the included plans submitted b y the applicant are deemed conditions of approval. Any work that differs from the final set of plans approved by Planning staff shall be subject to review and approval prior to the issuance of a building permit or work undertaken.

A6. The applicant shall obtai n all necessary building and encroachment permits prior to the commencement of construction.

A7. Where site mechanical equipment and utility vaults are incorporated into the project site including, but not limited to generators, SMUD transformers, fire pumps, etc., it shall be reviewed and approved by Design Review staff prior to Building Permit submittal. Backflow prevention devices shall be placed at a location that will minimize street and pedestrian views. The applicant shall submit final site mechanical lo cations for review and approval by Design Review staff prior to Building Permit submittal.

A8. Rooftop mechanical equipment shall be screened from adjacent streets and public areas and concealed behind parapets or architecturally integrated screens.

A9. Pedestrian crossings shall utilize alternative paving. Alternative paving may include a change in grade, texture, material, color, or finishing of paved areas.

Final design to be reviewed by Planning and Design Review staff.

A10. Project lighting shall comply with all applicable Sacramento City Code lighting regulations. Fixtures shall be unobtrusive and complementary to the architectural design of the building. Obtrusive industrial wall pack and shoe box lighting are not permitted. Lighting shall be designed to not produce

hazardous and annoying glare to motorists and building occupants, adjacent residents, or the public. All fixtures should be placed in a manner that avoids glare when observed from the street or other public areas.

A11. All gutters and downspouts sh all be painted to match the building color scheme.

A12. Landscaping shall be provided as indicated on the approved plans , including ornamental trees, shrubs, and grass as shown on the landscape plan.

A13. The project shall comply with the tree shading requirements f or parking lots, prescribed in the Planning and Development Code section 17.612.040.

A14. Provide a minimum of 0 long-term bicycle parking stalls and 4 short-term bicycle parking stalls. Location and number of short - and long-term bicycle parking shall be provided as indicated in the approved plans.

The long-term bicycle parking requirements are based on the bicycle storage proposed in each unit. Minimum bicycle parking requirements may change if each unit is not provided with a dedicated bicycle storage area per city code section 17.608.030 and 17.608.040.N . All bicycle parking facilities shall comply with the City’s Bike Rack Design & Placement Design Standards.

A15. Parking lot layout shall be consistent with the approved plans; parking stalls and drive aisle shall comply with Title 17 development standards.

A16. All landscaping and planting shall conform to City standards for sight line requirements at intersections and driveways.

A17. All signage is subject to a separate review and approval process.

A18. Site fencing shall be consistent with Sacramento City Code section

17.620.110, Wall and Fence Regulations for Residential Development.

A19. Provide the following design elements as shown on the approved plans:
a. Stucco
b. WoodTone fiber cement accent siding
c. Fiber cement panel system
d. Composition shingle roof
e. Metal awnings
f. Metal brackets
g. Standing seam metal roof
h. Applied thin brick veneer
i. Brick soldier course
j. Brick rowlock
k. Patio railing

l. Stucco system with reveals
m. Rowlock brick sill and lintel
n. Metal frame
o. Asphalt shingles
p. Steel tube open metal fencing
q. Composite patio fence
r. Landscape retaining wall
A20. Private balconies shall have a minimum depth of 3 feet.

A21. Amenities shall be provided within the conjunctive open space as shown on the approved plans.

A22. Provide outdoor recreational amenities for residents as shown on the approved plans.

A23. Trash enclosures shall meet all requirements of Sacramento City Code section

17.616, including, but not limited to, perimeter landscaping, masonry walls, solid metal gate, concrete apron, overhead clearance, and signs.

PUBLIC WORKS:

Mtthew Ilagan (916) 808-8502, [email protected] A24. The applicant shall participate in the North Natomas Financing Plan, adopted Resolution No. 94 -495 on August 9, 1994, and updated by Resolution No.2002-373 on June 11, 2002, and shall execu te any and all agreements, which may be required in order to implement this condition.

A25. Comply with and meet all the requirements of the Development Agreement for The Promenade at Natomas PUD (P00-033).

A26. Comply with the North Natomas Development Guideline an d the PUD guidelines and all subsequent PUD Guideline Amendments approved for The Promenade at Natomas, unless amended with these conditions, to the satisfaction of the Department of Public Works.

A27. Construct standard public improvements as noted in these conditions pursuant to Title 17 of the City Code. Improvements shall be designed to City Standards and assured as set forth in Section 17.502.130 of the City Code. All improvements shall be designed and constructed to the satisfaction of the Department of Public Works. Any public improvement not specifically noted in these conditions shall be designed and constructed to City Standards. This shall include the repair or replacement/reconstruction of any existing deteriorated curb, gutter and sidewalk adjacent to the subject property per City standards to the satisfaction of the Department of Public Works.

A28. The applicant shall dedicate and construct a deceleration lane for the proposed driveway along Freeway Blvd to the satisfaction of the Department of Public Works.

A29. All right-of-way and street improvement transitions that result from changing the right-of-way of any street shall be located, designed and constructed to the satisfaction of the Department of Public Works. The center lines of such streets shall be aligned.

A30. The applicant shall merge the existing parcels that cover the project site which creates the parcel boundary shown on the proposed site plan prior to obtaining any Building Permits.

A31. All new and existing driveways shall be designed and constructe d to City Standards to the satisfaction of the Department of Public Works.

A32. Reciprocal access easements are required for shared use of the driveways w/ the adjacent parcel, if not already in place.

A33. The site plan shall conform to A.D.A. requirements in all r espects. This shall include the replacement of any curb ramp that does not meet current A.D.A. standards.

A34. The site plan shall conform to the parking requirements set forth in City Code

17.608.040.

A35. The applicant shall provide a signing and striping improv ement plan if new signage or striping is proposed; or if existing signing and/or striping is removed or relocated. The plans shall be to the satisfaction of the Department of Public Works.

A36. The applicant shall coordinate with Regional Transit and satisfy a ll requirements for the proposed Park and Ride to the satisfaction of the Regional Transit and Department of Public Works.

A37. The design of walls fences and signage near intersections and driveways shall allow stopping sight distance per Caltrans standards an d comply with City Code Section 12.28.010 (25' sight triangle). Walls shall be set back 3' behind the sight line needed for stopping sight distance to allow sufficient room for pilasters. Landscaping in the area required for adequate stopping sight distance shall be limited 3.5' in height at maturity. The area of exclusion shall be determined by the Department of Public Works.

DEPARTMENT OF UTILITIES (DOU):

Yanelis Rios, (916) 808-8891, [email protected]

A38. Per City Code Section, 13.04.070, multiple water service to a single lot or parcel may be allowed if approved by DOU Development Review and Operations and Maintenance staff. Any new water services (other than fire) shall be mete red. Excess services shall be abandoned to the satisfaction of the DOU.

A39. Concurrent with the submittal of improvement plans, prepare a project specific water study for review and approval by the DOU. The water distribution system shall be designed to satisfy the more critical of the two following conditions: (1) at maximum day peak hour demand, the operating or "residual" pressure at all water service connections shall be at least 30 pounds per square inch, (2) at average maximum day demand plus fire flow, t he operating or "residual" pressure in the area of the fire shall not be less than 20 pounds per square inch. The water study shall determine if the existing and proposed water distribution system is adequate to supply fire flow demands for the project. A water supply test may be required for this project. The applicant is advised to contact the City of Sacramento Utilities Department Development Review Section (916 -808-7890) at the early planning stages to address any water related requirements. Failure to submit the water study may delay review and approval.

A40. Common landscaping areas greater than 5,000 square feet shall have a separate street tap for a metered irrigation service.

A41. Concurrent with the submittal of the building permit application, the applican t shall prepare a project specific drainage study meeting the criteria specified in the current Onsite Design Manual for review and approval by the DOU. Per the current DOU Onsite Design Manual, either a static or dynamic analysis for mitigating sizing and drainage system design may be used. Using the static analysis and per the DOU onsite project storage method, an estimated 10,600 cubic feet of detention must be provided per each additional acre of impervious area. The maximum discharge rate must be limit ed to 0.1 cfs/acre or per the latest approved onsite criteria. The drainage study shall be consistent with the existing Basin 62 Storm Drainage Masterplan. The applicant is advised to contact the City of Sacramento Utilities Department Development Review Section (916-808-7890) at the early planning stages to address any drainage related requirements. Failure to submit the drainage study may delay review and approval. Note: Study must be consistent with the masterplan; therefore, if the increase in impervio us area surpasses the allotted amount, then onsite mitigation via detention and flow restriction will be required.

A42. This project is in Drainage Basin 62 which is subject to the new Drainage Pumped Impact Fee per City Council Resolution 2023-0368.

A43. The onsite water and storm drain systems shall be private systems operated and maintained by the property owner or other approved entity.

A44. No more than 6,000 square feet is allowed to sheet drain over a public sidewalk. If the area is larger than 6,000 square feet, then an on-site surface drainage system is required and shall be connected to the street drainage system by means of a storm drain service tap. All on -site systems shall be designed to the standard specified in the DOU onsite manual.

A45. Finished floor elevations shall be a minimum of 6 -inches above the 100-year HGL or 1–foot above the overland flow release elevation, whichever is higher or as approved by the DOU.

A46. The proposed project is located in a Special Flood Hazard Area (SFHA), designated as A99 zone by the Federal Emergency Management Agency (FEMA) Flood Insurance Rate Maps (FIRMs). As of July 1, 2024, new regulations to this area apply as contained in the current Comprehensive Flood Management Plan (CFMP). Any new construction of and/or substantial improvement to any structure must have the lowest floor, including the basement, elevated at least 12 -inches above the highest adjacent 100 -year event HGL of the City’s drainage system and at lea st 18-inches above the Controlling Overland Release Point in the public right -of-way. Also, a Hold Harmless Agreement, and an Elevation or Floodproofing Certificate or both (commercial properties have the option of floodproofing if elevation is not feasible) will be required.

A47. A grading plan showing existing and proposed elevations is required. Adjacent off-site topography shall also be shown to the extent necessary to determine impacts to existing surface drainage paths. No grading shall occur until the grading plan has been reviewed and approved by the DOU.

A48. This project will disturb more than one acre of land; therefore, the project is required to comply with the State’s “Construction General Permit”. To comply with the State Permit, the applicant must file a Notice of Intent (NOI) through the State’s Storm Water Multiple Application and Report Tracking System (SMARTS). A valid WDID number must be obtained and provided to the DOU prior to the issuance of any grading permits.

A49. The applicant must comply with the City of Sacramento’s Grading. Erosion and Sediment Control Ordinance. This ordinance requires the applicant to show erosion and sediment control methods on the construction drawings. These plans shall also show the methods to the control urban runoff pol lution from

the project site during construction.

A50. Post construction (permanent), stormwater quality control measures shall be incorporated into the development to minimize the increase of urban runoff pollution caused by development of the area. The project is an area served by an existing regional water quality control facility; therefore, only source control, and Low Impact Development (LID) measures, certified full capture trash control devices are required. Improvement plans must include the measures selected for the site. Refer to the latest edition of the “Stormwater Quality Design Manual for the Sacramento Region” Chapter 4 for appropriate source control measures and chapter 5 for appropriate LID and HMP measures.

A51. A maintenance agreement may be required for both on-site permanent water quality measures and full capture control devices. Contact DOU for a list of accepted proprietary devices considered for treatment control and full capture trash control. Construction drawings must include all proposed source controls and on-site water quality measures selected for the site. Refer to the latest edition of the “Stormwater Quality Design Manual for the Sacramento Region” for appropriate measures.

FIRE DEPARTMENT:

King Tunson, (916) 808-1358, [email protected] A52. Timing and Installation. When fire protection, including fire apparatus access roads and water supplies for fire protection, is required to be installed, such protection shall be installed and made serviceable prior to and during the time of construction. California Fire Code Section 501.4
A53. Upon submitting improvement plans for review, identify that Fire Apparatus access roads shall be designed and maintained to support the imposed loads of fire apparatus and shall be surfaced so as to provide all -weather driving capabilities. California Fire Code Section 503.2.3 Access roads shall be designed and maintained to support the imposed loads of fire apparatus (70,000 Lbs) and shall be provided with a roadbed consisting of material unaffected by the introduction of water based upon fire flow or rain based on 25 -year storm and a surface consisting of a minimum of a single layer of asphalt.

A54. Upon submitting improvement plans for review, provide a water flow test. (Make arrangements with the Department of Utilities at 916 -808-7890 or by email at [email protected] California Fire Code Section 507.4
A55. Upon submitting improvement plans for review, identify that appropriate Knox access for the site and any structures has been provided. California Fire Code Section 506

A56. Upon submitting improvement plans for review, identify that Fire Department Connections (FDCs) have been provided on address side of building no farther than 50 feet and no closer than 15 feet from a fire hydrant and not more than 30 feet from a paved roadway.

A57. Automatic gates shall have AC power and be provided with Key override switch (Knox) and Radio operated controller (Click2Enter). For gates that do not fail safe in the open position upon loss of AC power or are provided with battery back-up power, an approved pedestrian gate shall be installed within 10 feet of all vehicle gates. An approved key box (Knox) shall be installed at least 48 inches above grade on the outside of the gate. It shall be provided with a key to open the pedestrian gate.

A58. A Site Safety Plan in compliance with Section 3303 of the California Fire Code is required prior to beginning construction on site. The plan shall identify at minimum, the following safety precautions during demolition and construction:
a. Name and contact information of the Owner’s authorized agent (Site Safety Director) responsible for the development, implementation and maintenance of an approved written site safety plan. b. Procedures for reporting emergencies.
c. Fire Department Access Routes.
d. Location of fire protection equipment, including type and size of fire extinguishers.
e. Smoking and cooking policies that include designated safe areas where smoking and cooking may occur with adequate signage in accordance with Section 3305.8
f. Location(s) and proper safety considerations for temporary heating and any associated equipment.
g. Hot Work Plan when any welding and/or cutting shall occur. h. Means of providing safeguards to minimize the risk of unwanted releases, fires or explosions involving hazardous materials, such as ignitable liquids/vapors or other combustible materials and ignition sources (cutting and welding, etc).
i. Designated smoking areas free of ignitable vapors and other combustible materials.

RECYCLING AND SOLID WASTE (RSW):

Margaret Kashuba, (916) 808-4806, [email protected] A59. Project must meet the requirements outlined in City Code Chapter 13.10,

13.24 and 17.616.

A60. The trash enclosures must each have sufficient space to accommodate bins for trash, recycling, and organics. Smaller containers may be used with an increase in collection frequency. Service level minimums for recycling and organics can be found in Chapter 13.24.600. Trash and organics must be collected at least weekly. Recycling must be collected at least monthly.

A61. Solid waste trucks must be able to safely move about the project, with minimum backing, and able to empty the bins and cans safely. a. Collection service shall take place outside of peak hours.

A62. This project will be required to submit a Construction and Demolition (C&D) Debris plan, as outlined on the City’s web site at
https://www.cityofsacramento.gov/public-works/recycling-solid- waste/Commercialwasteservices/construction---demolition-recycling. Please contact the Recycling and Solid Waste C&D team if you have any questions:

Phone: (916) 808-0965; Email: C&[email protected].

URBAN FORESTRY:

Kevin A. Hocker (916) 808-4996, [email protected] Erica Allen, (916) 808-6943, [email protected] A63. General Tree Protection – The applicant shall include the following Tree Preservation Measures in the General Notes, Grading Plans, Utility Plans, Demolition Plan, Landscape Plan and the offsite plans if the trees will be impacted by work proposed on each sheet.

Required Tree Preservation Measures for City and Private Protected Trees
a. This project shall contract with a project arborist experienced with tree protection and construction that is required to:
i. Attend preconstruction meetings to approve of and inform contractors of all tree protection measures.
ii. Visit the site before and after demolition, grading and landscaping as well as at least twice each month during construction to ensure that tree protection measures are implemented and maintained.
iii. Be responsible for correcting any site conditions that may negatively impact the trees and revisit the site to ensure that corrective action was properly implemented.
iv. The project arborist shall report in writing to Urban Forestry all violations and tree protection failures along with corrective action taken and expected outcomes.
b. All concrete sidewalks and driveways shall be retained throughout construction to protect the roots and soil from the impacts of construction activities.
i. Existing driveways shall be used as the sole access to the site. Where there are no existing driveways, access shall be limited to a one or two

locations outside the dripline of protected trees that have protection from soil compaction with the use of one or more of the following: A 6 - inch layer of hardwood chips covered by ¾ -inch plywood or trench plates, geotextile fabric covered by a 6-inch layer of hardwood chips or an alternative that is approved by the City Arborist.
c. Right-of-way planters and City trees shall be separated from the construction site with a six - foot high chain link fence that shall remain throughout the duration of the project to protect trees and to prevent construction traffic from compacting the soil in the planters. d. Construction trailers and port -a-potties shall be placed on existing hardscape or bridged over the tree protection zone or planter so as not to compact soil.
e. Any Regulated Work within the dripline or Tree Protection Zone of a protected tree shall be separately permitted prior to the start of construction and supervised by a Qualified Arborist. Submit a tree permit application and a tree protection plan created by a Qualified Arborist to [email protected] and refer t o the planning project number or off-site project number.
f. All excavation, grading or trenching within the dripline of a protected tree for the purpose of utility installation, constructing foundations, footings, sidewalks, curbs, gutters, or any other reas on shall employ one of the following methods: Hydro -excavation, pneumatic excavation or hand digging and shall be directly supervised by a qualified arborist. g. There shall be no excavation deeper than the existing excavation for sidewalks within the dripline of protected trees.
h. There shall be no grade changes within the dripline of protected trees. All grade changes shall be accommodated onsite.
i. There shall be no soil compaction within the dripline of protected trees. j. There shall be no non -native soil, non -organic matter or structural soil added to the right-of-way planter.
k. The following is a list of activities that require a tree permit if they are to occur or be used within the right -of-way planter and/or within the tree protection zone of protected trees: any regulated work as defined in SCC

12.56, excavation, grade changes, trenches, root or canopy pruning or boring.
l. The following is a list of activities that are prohibited within the right-of-way planter and/or tree protection zone of protected trees: ped estrian and equipment traffic that could compact the soil or physically damage roots,

parking vehicles, equipment and/or port -a-potties, storing of soil, construction materials, petroleum products, water or building refuse, disposing of wash water, paint, cement, fuel or other potentially damaging liquids and any other activities that may have negative impacts on the trees and soil.
m. All trees shall be watered regularly according to the recommendation of the project arborist.
n. The applicant shall be financial ly responsible for any damage to the city trees associated with the project. Accidental or negligent actions that damage city trees may result in a penalty. The monetary value of any such damages will be appraised by the City Urban Forester or his authoriz ed representative and shall be expressed as the monetary equivalent of all labor and materials required to bring the tree in question to a state of comparable utility with regards to its condition and function prior to the beginning of the project.

POLICE DEPARTMENT (SPD):

Sgt. Michael Mantsch, (916) 808-0708, [email protected]

Lighting:

A64. Exterior lighting shall be white light using LED lamps with full cutoff fixtures to limit glare and light trespass. Color temperature shall be between 2700K and 4100K with a color rendering index of 80 or higher and a light loss factor of .95 or better. When choosing lamps, the applicant shall look for efficiency of 110 lumens per watt or better. All existing exterior fixtures shall be replaced with fixtures that meet this requirement.

A65. Light poles, if applicable, shall be no higher than 16’.

A66. Broken or damaged exterior lighting shall be repaired or replaced within 48 hours of being noted.

A67. Entry drives, drive aisles, parking and bicycle parking shall be illuminated to a maintained minimum of 1.5 foot candles per square foot of parking area at a 6:1 average to minimum ratio.

A68. Exterior walkways, alcoves and passageways shall be illuminated to a maintained minimum of 1/3 foot candles per square foot of surface area at a 6:1 average to minimum ratio.

A69. Exterior lighting shall be designed in coordination with the landscaping plan to minimize interference between the light standards and required illumination and the landscape trees and required shading.

A70. Exterior lighting shall be shielded or otherwise designed to avoid spill -over illumination to adjacent streets and properties.

Landscaping:

A71. All mature landscaping shall follow the two-foot, six-foot rule. All landscaping shall be ground cover, two feet or less and lower tree canopies of mature trees shall be above six feet. This increases natural surveillance, eliminates hiding areas within the landscape, and provides for tenants and users a safer environment.

A72. Tree canopies shall not interfere with or block lighting. This creates shadows and areas of concealment. The landscaping plan shall allow for proper illumination and visibility regarding lighting and surveillance cameras through the maturity of trees and shrubs.

Security:

A73. Fencing, if applicable, shall be of decorative tubular steel, no climb type and a minimum of 6’ in height.

A74. A Video Assessment and Surveillance System (VASS) shall be installed at the site and maintained by a property management company, security company, or designee.

A75. Manager with access to VASS storage shall be able to respond to any activation within two hours.

A76. Cameras shall be day/night capable with a resolution of no less than two (2) megapixels and a minimum frame rate of 15 frames per second.

A77. Each driveway entrance and each building entrance shall be covered by a camera set at 100 pixels per foot or higher.

A78. VASS shall be capable of exporting footage to common media in a standard viewing format and shall not require proprietary software for third pa rty viewing.

A79. VASS shall be capable of storing no less than 30 days’ worth of activity.

A80. VASS shall provide comprehensive coverage of:
 areas of ingress and egress
 parking lots
 coverage of all four (4) exterior sides of the property  adjacent public rights of way
 main entrance to the building
 common areas

 hallways
 elevators (if applicable)
 bike storage
A81. All dumpsters shall be kept locked or in locked enclosures. Gating for dumpster enclosures should be slatted to allow visual surveillance of the interior.

A82. Exterior trash receptacles shall be of a design to prevent unauthorized removal of articles from the trash bin.

A83. Any graffiti painted or marked upon the premises or on any adjacent area under the control of th e applicant shall be removed or painted over with matching paint within 72 hours of being applied.

A84. If community laundry rooms are provided, machines shall only operate on pre- loaded debit cards issued by management.

A85. Exterior benches shall be constructed s o as to deter skateboarding (e.g., center armrest partitions).

A86. Property management shall be responsible for the daily removal of all litter from the site.

A87. Applicant shall install a law enforcement “Knox Box” for police access to common areas on the premises, including, but not limited to the main entrance for EACH building, main entrance gate, etc. If elevators can only be operated via electronic access card, management shall ensure a card is placed in the exterior knox box.

A88. Applicant shall employ uniform ed security to respond to on -site disturbances 24/7. The contracted security company shall be registered and in good standing with the Bureau of Security and Investigative Services (BSIS).

Applicant may request a modification of this condition at any time. Any request for modification shall be in writing and submitted to the Sergeant of the Sacramento Police Department’s CPTED unit, or designee, and specify the desired modification(s). The Sacramento Police Department will evaluate the modification request and will respond within 30 days of receipt of the request.

During Construction:

A89. The applicant shall enclose the entire perimeter of the project with a chain link fence with necessary construction gates to be locked after normal construction hours.

A90. The location shall be monitored by security after normal construction hours during all phases of construction. This can be done via remote camera monitoring.

A91. Adequate security lighting shall be provided to illuminate vulnerable equipment and materials. Lighting shall be white light with full cut off fixtures.

YOUTH, PARKS, AND COMMUNITY ENRICHMENT (YPCE):

Dana Repan, (916) 808-2762, [email protected] A92. Maintenance District: The applicant shall initiate and complete the formation of a parks maintenance district (assessment or Mello-Roos special tax district) or annex the project into an existing parks maintenance district. The applicant shall pay all city fees for formation of or annexation to a parks maintenance district. ( Contact Infrastructure Finance, Doreen Chia, (916) 808-5447, [email protected])
SACRAMENTO MUNICIPAL UTILITIES DISTRICT (SMUD):

Ellen Springer, (916) 732-5989, [email protected]

A93. SMUD has existing underground 12kV facilities Along N Freeway Blvd, Promenade Cir, and the western boundary that will need to remain. The Applicant shall be responsible for maintaining all CalOSHA and State of California Public Utilities Commission General Order No. 128 safety clearances during construction and upon building completion. If the required clearances cannot be maintained, the Applicant shall be responsible fo r the cost of relocation.

A94. Structural setbacks less than 14 -feet shall require the Applicant to conduct a pre-engineering meeting with all utilities to ensure property clearances are maintained.

A95. Any necessary future SMUD facilities located on the Applicant’s property shall require a dedicated SMUD easement. This will be determined prior to SMUD performing work on the Applicant’s property. Applicant shall be responsible for confirming with SMUD appropriate/acceptable landscaping including placement within the easement area.

SMUD reserves the right to prune & remove trees that encroach into the easement area. Applicant shall submit landscape improvement plans with tentative or final map as a condition of approval. New l andscaping improvements shall be restricted to a maximum height of fifteen feet tall at full maturity.

A96. In the event the Applicant requires the relocation or removal of existing SMUD facilities on or adjacent to the subject property, the Applicant shall coo rdinate with SMUD. The Applicant shall be responsible for the cost of relocation or removal. Applicant is further made aware that the proposed location of any relocated facilities will be subject to SMUD’s vegetation management practices including restrictions of 15 feet high at full maturity and placement of trees within SMUD easements. Applicant shall bear cost to remove vegetation

or trees located within proposed new facilities area and SMUD retains the right to engage in customary vegetation management practices at proposed new location after facility relocation. Applicant shall submit landscape improvement plans with tentative or final map as a condition of approval.

A97. SMUD reserves the right to use any portion of its easements on or adjacent to the subject property that it reasonably needs and shall not be responsible for any damages to the developed property within said easement that unreasonably interferes with those needs, including but not limited to vegetation management, tree pruning or removal, wee d abatement and application of weed abatement material, and a height restriction of fifteen feet tall at full maturity. Applicant shall submit landscape improvement plans with tentative or final map as a condition of approval.

A98. The Applicant shall not place any building foundations within 5 -feet of any SMUD trench to maintain adequate trench integrity. The Applicant shall verify specific clearance requirements for other utilities (e.g., Gas, Telephone, etc.).

A99. In the event the County requires an Irrevocable O ffer of Dedication (IOD) for future roadway improvements, the Applicant shall dedicate a 12.5 -foot public utility easement (PUE) for overhead and/or underground facilities and appurtenances adjacent to the County’s IOD. Landscaping improvements placed with in the IOD or 12.5 -foot PUE shall be subject to SMUD’s landscaping and tree placement guidelines and SMUD’s regular vegetation management practices including but not limited to restriction of 15 feet high at maturity and spacing as well as tree pruning, re moval, or other standard vegetation management activities. Applicant shall submit landscape improvement plans with tentative or final map as a condition of approval.

A100. The Applicant shall comply with SMUD siting requirements (e.g., panel size/location, clearances from SMUD equipment, transformer location, service conductors). Information regarding SMUD siting requirements can be found at: https://www.smud.org/en/Business-Solutions-and-Rebates/Design-and- Construction-Services.

A101. The Applicant shall provide separate SMUD service points to each parcel to the satisfaction of SMUD.

A102. The Applicant shall locate, verify, and provide a drawing to SMUD identifying all electrical utility infrastructure existing on site. If necessary, any existing onsite electrical infrastructure shall be relocated to the satisfaction of SMUD.

A103. The Applicant shall dedicate a 12.5 -foot public utility easement for overhead and/or underground facilities and appurtenances adjacent to all public street rights-of-ways. The 12.5-foot PUE shall be subject to SMUD’s landscaping and tree placement guidelines with in the easement area and such landscaping shall be subject to SMUD’s vegetation management practices including but not limited to tree pruning, removal, and weed abatement and a height limit of

fifteen feet at full maturity. Applicant shall submit landscap e improvement plans with tentative or final map as a condition of approval.

A104. The Applicant shall dedicate any private drive, ingress and egress easement, and 10 -feet adjacent to each side thereof as a public utility easement for overhead and/or underground facilities and appurtenances. All access roads shall meet minimum SMUD requirements for access roads. The private drive and 10-foot adjacent PUE shall be subject to SMUD’s landscaping and tree placement guidelines within the easement area and such landscaping shall be subject to SMUD’s landscaping and tree placement guidelines including but not limited to tree pruning, removal, and weed abatement and a maximum allowable height of fifteen feet at full maturity. Applicant shall submit landscape improvement plans with tentative or final map as a condition of approval.

A105. The Applicant shall dedicate and provide all -weather vehicular access for service vehicles that are up to 26,000 pounds. At a minimum: (a) the drivable surface shall be 20-feet wide; and (b) all S MUD underground equipment and appurtenances shall be within 15-feet from the drivable surface.

A106. The Applicant shall grant to SMUD a Grant of Easement to cover the existing electrical facilities on the premises. Prior to the Map Recordation of the final map, the Applicant shall prepare and submit the subject map for SMUD’s review and acceptance. The subject map shall be prepared in accordance with SMUD’s standard underground right-of-way form — a 5-foot wide right-of-way for existing underground electrical fa cilities. The Grant of Easement shall be subject to SMUD’s landscaping and tree placement guidelines within the easement area and such landscaping shall be subject to SMUD’s vegetation management practices including but not limited to tree pruning, removal , a height restriction of fifteen feet at full maturity, and weed abatement. Applicant shall submit landscape improvement plans with tentative or final map as a condition of approval.

Note – if necessary, SMUD will mark the ground with the location of underground facilities. Please call 811 to have these facilities marked.

A107. SMUD has existing underground facilities in the western portion of now Parcel Number 225-2110-055 which will require a SMUD Easement. It is also noted that SMUD facilities continue down t he western property line of now Parcel Number 225 -2110-059 which also requires a SMUD easement. There is a concern of the location for the garage structure located along the western side of said parcels being within a required SMUD Easement.

SacSewer
Steve Kiyama, (916) 876-6657, [email protected]
Chiya Oka, (916) 875-9810, [email protected]

A108. Prior to the APPROVAL OF IMPROVEMENT PLANS: Installation of a public cleanout is required at the right -of-way or at public sewer easement. These improvements must be shown on the plans.

A109. Prior to the APPROVAL OF IMPROVEMENT PLANS: The minimum size for public sewer mainlines is 8-inch diameter. Public sewer must be located within the right-of-way or a sewer easement. These improvements must be shown on the plans.

A110. Prior to the APPROVAL OF IMPROVEMENT PLANS: To obtain sewer service, construction of SacSewer sewer infrastructure will be required.

Current SacSewer Standards and Specifications apply to any offsite or onsite public sewer construction or modification. These improvements must be shown on the plans. Field modifications to new or existing precast manhole bases are not allowed.

A111. Prior to the APPROV AL OF IMPROVEMENT PLANS: The proposed onsite sewer crossing parcel boundaries is prohibited.

A112. Prior to the APPROVAL OF IMPROVEMENT PLANS: SacSewer requires each building on each lot with a sewage source to have a separate connection to SacSewer’s sewer system. If there is more than one building in any single parcel and the parcel is not proposed for split, then each building on that parcel must have a separate connection to a private onsite sewer line upstream of any connection to the SacSewer sewer. These improvements must be shown on the plans.

A113. Prior to the APPROVAL OF IMPROVEMENT PLANS: Lower Laterals must not directly connect to main lines more than 19 feet deep / directly to trunk lines (lines with flow greater than 1 MGD). Connection to the line on N Freeway Blvd will not be allowed except at the manhole.

A114. Prior to the APPROVAL OF IMPROVEMENT PLANS: SacSewer Design Standards and Specifications require a minimum 6 -inch lower laterals for apartment buildings.

A115. Prior to the APPROVAL OF IMPROVEMENT PLANS: Sewer easements will be required to service this parcel. All public sewer easements will be dedicated to SacSewer in a form approved by the District Engineer. All public sewer easements will be at least 20 feet in width and will require continuous access for installation and maintenance. SacSewer will only provide maintenance in public right-of-ways and SacSewer dedicated sewer easements. No awning or overhang may encroach on the easement area. At minimum, an all -weather access road must be provided to all manholes.

A116. Prior to the APPROVAL OF IMPROVEMENT PLANS: Construction of sewer mainlines is prohibited within 100 -year flood plains. The location of the 100 - year flood plain must be shown on the improvement plan.

A117. Prior to the APPROVAL OF IMPROVEMENT PLANS: All onsite sewer plans and offsite sewer plans must be submitted separately to SacSewer for review and approval.

A118. Prior to APPROVAL OF IMPROVEMENT PLANS: Permanent structures, walls, signs and footings will not be p ermitted within the existing SacSewer easement area.

A119. Prior to the APPROVAL OF IMPROVEMENT PLANS: All manholes not within public right of way must be accessible with an all-weather access roads.

A120. Prior to the APPROVAL OF IMPROVEMENT PLANS: Alignment of all m ain lines and structures must provide a minimum of 1 foot vertical clearance and 5 feet horizontal clearance from all other utilities and improvements. Sewer is to be located a minimum of 10 feet (measured horizontally) from any structure or footing. Show public sanitary sewer and water supply facilities in accordance with the Health and Safety Code.

A121. Prior to the APPROVAL OF IMPROVEMENT PLANS. If any proposed garbage enclosure will contain a drain to the sewer, the enclosure must have a roof.

A122. Prior to the I SSUANCE OF A BUILDING PERMIT: The owner must contact Permit Services Unit at [email protected] or by phone at (916) 876-6100 to determine if SacSewer impact fees are due. Fees are to be paid prior to the issuance of building permits.

A123. Prior to the SUBMITTAL OF IMPROVEMENT PLANS: The project has an approved Level 2 sewer study. For this project, SacSewer requires a Level 3 sewer study prior to the submittal of improvement plans for plan check to SacSewer. The sewer study shall demonstrate the quanti ty of discharge and any “flow through sewage ” along with appropriate pipe sizes and related appurtenances from this subject and other upstream areas and shall be done in accordance with SacSewers ’ most recent “Minimum Sewer Study Requirements”. The study s hall be done on a no “Shed-Shift” basis unless approved by SacSewer in advance and in compliance with SacSewer Design Standards.

A124. Prior to the APPROVAL OF IMPROVEMENT PLANS. Any landscaping within easement areas is limited to lawn or similar groundcover, or plant species that are not environmentally protected and whose mature growth does not exceed five feet in height. When planting, place a root barrier system, such as trifluralin fabric, between the main lines or laterals and any trees or shrubs planted within the easement area.

Pacific Gas and Electric (PG&E)
Alexa Boyd, [email protected]

A125. PG&E operates gas distribution facilities within the 12.5’ public utility easement (PUE) along Promenade Circle. All trees and brush proposed within said PUE must maintain a minimum of 5 - feet from the existing gas main. Trees and vegetation pose a significant threat to underground gas lines and can interfere with PG&E’s maintenance and access, both routinely and in an emergency.

No structures of any kind are permitted within easements dedicated for public utility purposes.

A126. PG&E operates an underground gas distribution main along the westerly boundary of the subject property. No buildings or other structures of any kind are permit ted within 5 -feet of the gas ma in; including but not limited to monument and other signage, carports, overhangs, ramps, storage sheds, tanks, retaining walls or fences. All trees and brush proposed near the gas main must maintain a minimum of 5-feet.

A127. Any proposed storm drain facilities must cross PG&E’s existing gas distribution mains as close to perpendicular as feasible (90° +/- 15°). Proposed crossings of PG&E’s gas mains and wet utilities (water, storm drain) must maintain a minimum 3-foot parallel clearance.

Sacramento Regional Transit (SacRT):

Sarah Poe, (916) 833-7903, [email protected]

A128. SacRT and Applicant to enter into an agreement for dedication of Parcel B for future SacRT park-and-ride use.

A129. The agreement for dedication will instruct the transition of ownership of Parcel B as follows:
a. Applicant to gift Parcel B to SacRT upon schedule of future capital project, or
b. SacRT to purchase Parcel B from Applicant upon schedule of future capital project.

A130. The agreement for dedication will state that maintenance of Parcel B will remain with Applicant until SacRT takes ownership.

A131. The agreement for dedication will state that all drainage facilities on Parcel B will not support any infrastructure outside of the dedication. a. If the current intent is for Parcel B drainage swells to support outside infrastructure, SacRT proposes that the swells be relocated along parcel boundaries to provide easy exclusion from Parcel B upon SacRT ownership.

Advisory Notes:

Building Division
Chad Aleck, (916) 808-5318, [email protected]

ADV1. The plans are required to comply with the California Building Standards Code (California Code of Regulations Title 24 Volumes 1-12)
ADV2. Some of the structures will be classified as R -2 occupancies, provide the following at the time these plans are submitted to the building department for permit issuance:

Please determine if the ownership, operation, program participation, or funding of this project, e ither in whole or in part, falls within the definition of "Public Housing" and/or "Public Use" as defined in CBC Section 202. a. If public housing or public use:
i. Indicate on the plans that the code standard for accessible access is CBC Chapter 11B.
ii. Specify th e locations of all accessible unit entries on the plans and provide detailing for an accessible route of travel as required by CBC Sections 11B-233 and 11B-206.
iii. Include necessary details to demonstrate compliance with all applicable requirements of CBC Section 11B-233.
b. If not public housing or public use:
i. Include language on the plans under the project information section stating, “Due to the ownership, operation, and nature of funding, this project is not considered public housing, and CBC Chapter 11A is the applicable standard for housing
accessibility.”
ADV3. All newly constructed Covered Multifamily Dwellings are subject to the requirements of CBC Section 11A, including site work.

Newly constructed covered multifamily dwellings, which can also be defined as public housing, shall be subject to the requirements of Chapter 11A and Chapter 11B.

Department of Utilities

ADV4. The proposed development is located within Sacramento Area Sewer District (SacSewer). Satisfy all SacSewer requirements.

ADV5. On October 24, 2023, and November 14, 2023, City Council adopted Resolutions 2023 -0338 and 2023 -0368, respectively, to adjust the Water System, Sewer, and Combined Sewer Development Fees, as well as, establish the Storm Drainage Development Fee to align with updated Nexus Studies. These resolutions provide for an effective date for the new Utility Development Fees as of January 22, 2024.

Youth, Parks, and Community Enrichment

ADV6. As per City Code, the applicant will be responsible to meet his/her obligations regarding:
a. Title 18, 18.56 Park Development Impact Fee, due at the time of issuance of building permit. The Park Development Impact Fee is estimated at $1,214,674. The Park Development Impact Fee due for this project is based on the Remainder of City Rate of $3.47 per square f oot for residential projects, with a minimum rate of $2,604 for units under 750 square feet and a maximum of $6,947 for units over 2,000 square feet.

Any change in these factors will change the amount of the PIF due. The fee is calculated using factors at the time that the project is submitted for building permit.
b. Community Facilities District 2002-02, Neighborhood Park Maintenance CFD Annexation.
c. If this project becomes a condominium project within five (5) years of the project approval, the project would be subject to Quimby (17.512).

Police Department

ADV7. City of Sacramento permits must be obtained for private patrol, alarms, and camera systems.

Recycling & Solid Waste
ADV8. RSW: Standard Bin and Can Dimensions
Size Height Depth Width
32 gal. can 39 in. 24 in. 19 in.
64 gal. can 40 in. 30 in. 28 in.
96 gal. can 47 in. 35 in. 29 in.
1 yd. bin 4 ft. 2 ft., 9 in. 6 ft., 10 in.
2 yd. bin 4 ft., 5 in. 4 ft. 6 ft., 10 in.
3 yd. bin 5 ft., 1 in. 3 ft., 7in. 6 ft., 10 in.
4 yd. bin 5 ft., 9 in. 4 ft., 8 in. 6 ft., 10 in.
5 yd. bin 5 ft., 3 in. 5 ft., 9 in. 6 ft., 10 in.
6 yd. bin 6 ft. 5 ft., 10 in. 6 ft., 10 in.

ADV9. RSW: Standard Truck Dimensions
Type Height
Clearance Length Width Inside Turning
Circle Diameter
Pickup
Clearance
Side Loader 13 ft. 32 ft. 10 ft. 62 ft. 17 ft.

Rear Loader 13 ft. 35 ft. 10 ft. 47 ft. 13 ft.

Front Loader 14 ft. 33 ft. 10 ft. 49 ft. 25 ft.

SacSewer
ADV10. ONGOING: Public lower laterals must not be smaller than the upper laterals, sized according to the California Plumbing Code requirements.

ADV11. ONGOING: SacSewer prohibits gates that prevent access within sewer easements unless the District standards for accessibility through gates are met.

Sacramento Metropolitan Air Quality Management District (SMAQMD) Molly Wright, (279) 207-1157, [email protected]
ADV12. All projects are subject to Sac Metro Air District rules and regulations in effect at the time of construction. Please visit our website to find a list of the most common rules that apply at the construction phase of projects . Projects undergoing any environmental review must implement Sac Metro Air District Basic Construction Emission Control Practices, also available on our website, to help avoid significant construction-related air quality impacts.

PG&E
ADV13. Please contact the Building and Renovation Center (BRSC) for facility map requests by calling 1-877-743-7782 and PG&E’s Service Planning department at www.pge.com/cco for any modification or relocation requests, or for any additional services you may require.

ADV14. Before any digging or excavation occurs, please contact Underground Service Alert (USA) by dialing 811 a minimum of 2 working days prior to commencing any work. This free and independent service will ensure that all existing underground utilities are identified and marked on-site.

C. The Tree Permit for the removal of six (6) City trees and four (4) private protected trees as listed above and according to the Arborist report, by Madrone Ecological Consulting, dated February 2025, is approved with the following conditions:

C1. The applicant shall satisfy the replacement requirement for 57 inches DSH of City trees with the payment of in -lieu fees in the amount of $325/inch of diameter removed or $100/ft of linear clear trunk for palm tree s, totaling $18,850.00 to be deposited to the Tree Planting and Replacement Fund.

C2. The applicant shall provide for the equivalent of at least 117 in DSH of large canopy trees to be planted on site to replace four private protected trees.

C3. The applicant shall retain all trees permitted for removal until all fees associated with a building permit have been paid.

C4. General Tree Protection – The applicant shall include the following Tree Preservation Measures in the General Notes, Grading Plans, Utility Plans, Demolition Plan, Landscape Plan and the offsite plans if the trees will be impacted by work proposed on each sheet.

Required Tree Preservation Measures for City and Private Protected Trees
a. This project shall contract with a project arborist experienced with tree protection and construction that is required to:
i. Attend preconstruction meetings to approve of and inform contractors of all tree protection measures.
ii. Visit the site before and after demolition, grading and landscaping as well as at least twice each month during construction to ensure that tree protection measures are implemented and maintained.
iii. Be responsible for correcting any site conditions that may negatively impact the trees and revisit the site to ensure that corrective action was properly implemented.
iv. The project arborist shall report in writing to Urban Forestry all violations and tree protection failures along with corrective action taken and expected outcomes.
b. All concrete sidewalks and driveways shall be retained throughout construction to protect the roots and soil from the impacts of construction activities.
i. Existing driveways shall be used as the sole access to the site. Where there are no existing driveways, access shall be limited to a one or two locations outside the dripline of protect ed trees that have protection from soil compaction with the use of one or more of the following: A 6 - inch layer of hardwood chips covered by ¾ -inch plywood or trench plates, geotextile fabric covered by a 6-inch layer of hardwood chips or an alternative that is approved by the City Arborist.
c. Right-of-way planters and City trees shall be separated from the construction site with a six - foot high chain link fence that shall remain throughout the duration of the project to protect trees and to prevent construction traffic from compacting the soil in the planters.

d. Construction trailers and port -a-potties shall be placed on existing hardscape or bridged over the tree protection zone or planter so as not to compact soil.
e. Any Regulated Work within the dripline or T ree Protection Zone of a protected tree shall be separately permitted prior to the start of construction and supervised by a Qualified Arborist. Submit a tree permit application and a tree protection plan created by a Qualified Arborist to [email protected] and refer to the planning project number or off-site project number.
f. All excavation, grading or trenching within the dripline of a protected tree for the purpose of utility installation, constructing foundations, footings, sidewalks, cur bs, gutters, or any other reason shall employ one of the following methods: Hydro -excavation, pneumatic excavation or hand digging and shall be directly supervised by a qualified arborist. g. There shall be no excavation deeper than the existing excavation fo r sidewalks within the dripline of protected trees.
h. There shall be no grade changes within the dripline of protected trees. All grade changes shall be accommodated onsite.
i. There shall be no soil compaction within the dripline of protected trees. j. There shal l be no non -native soil, non -organic matter or structural soil added to the right-of-way planter.
k. The following is a list of activities that require a tree permit if they are to occur or be used within the right -of-way planter and/or within the tree protection zone of protected trees: any regulated work as defined in SCC

12.56, excavation, grade changes, trenches, root or canopy pruning or boring.
l. The following is a list of activities that are prohibited within the right-of-way planter and/or tree protectio n zone of protected trees: pedestrian and equipment traffic that could compact the soil or physically damage roots, parking vehicles, equipment and/or port -a-potties, storing of soil, construction materials, petroleum products, water or building refuse, disposing of wash water, paint, cement, fuel or other potentially damaging liquids and any other activities that may have negative impacts on the trees and soil.
m. All trees shall be watered regularly according to the recommendation of the project arborist.
n. The applicant shall be financially responsible for any damage to the city trees associated with the project. Accidental or negligent actions that

damage city trees may result in a penalty. The monetary value of any such damages will be appraised by the City Urban Forester or his authorized representative and shall be expressed as the monetary equivalent of all labor and materials required to bring the tree in question to a state of comparable utility with regards to its condition and function prior to the beginning of the project.

Adopted by the City of Sacramento City Council on August 26, 2025, by the following vote:

Ayes:

Noes:

Abstain:

Absent:

Attest:

March 14, 2025
To: Jose Quintanilla, Associate Planner, North Area
Subject: Birchway at Natomas Apartments (P24-033) Development Application The North Natomas Community Coalition (NNCC) is open to residents of all North Natomas neighborhoods. NNCC’s vision is to assure North Natomas maintains its desirability and quality of life.

NNCC has reviewed the Birchway at Natomas Apartments (P24-033) proposal, including the revision of January 2025. We like the use of in�ill land near a bus stop and proposed light rail stop, which reduces the dependence on automobiles for transportation. We also appreciate the designation of the apartments as being an attainable rental property, serving residents in the 80 – 100% median income range.

We are glad to see the plan for a bicycle rack in each apartment, in addition to a few outside the buildings. However, we cannot determine where in the three-bedroom apartments that rack might be located. Additionally, the higher occupancy apartments will likely need storage for more than one bicycle. Perhaps a locked bicycle parking structure on the end of each building would provide over�low parking for the extras.

Another option would be to provide rental bicycles on site. These would not be part of an available to the general public system such as Lime, but rather a system only for tenants.

The developer is encouraged to work with Natomas Jibe, which has extensive knowledge of local bicycle routes and hazards. Another concern is pedestrian traf�ic to the nearby shopping centers.

We encourage you to make contact with the Streets for People program offered by the City of Sacramento so highlight safe crossing of streets.

NNCC �inds the concept of a trash valet interesting, but did raise a few concerns about odors and messy leaks in the hallways. With �ive night a week service, if someone leaves a bag out in the morning of a day when service is not provided, what will happen with that trash? In NNCC’s experience in evaluating proposed projects over the last 12 years, we have become aware of the potential damage caused by Zelkova Serrata trees shading parking spaces. You show the use of this tree in your Preliminary Landscape Plan. We recommend choosing a different tree in the locations covering parking spaces. Zelkova Serrata trees are susceptible to aphid infestations, which leads to the dropping of sticky residue which is hard to remove from cars.

Thank you for the opportunity to comment on this project. NNCC supports the development and hopes its concerns can be addressed prior to construction.

Respectfully submitted,
Lisa Pray, President
North Natomas Community Coalition

1 March 14, 2025
Jose R. Quintanilla
Assistant Planner, North Area
City of Sacramento
Planning Division, Community Development Department
300 Richards Blvd, 3rd Floor
Sacramento, CA 95811

Re: 120 Promenade Circle – P24-033

Dear Mr. Quintanilla,

Thank you for the opportunity to comment on the Birchwood Apartment project at 120 Promenade Circle. Jibe is an advocate for development in North Natomas that is walk, bike, and transit friendly. We have reviewed the revised plans and applaud the applicant’s vision to provide a mix of attainable housing next to shopping, services and transit, and that parking is unbundled from unit rents. If anything, the project could be higher density because of its proximity to shopping, transit, and the bike trail network.

Outlined below are Jibe’s recommendations for project improvements to strengthen residents’ use of surrounding amenities, improve accessibility for those traveling by transit, foot, or bicycle, thus reducing vehicle miles traveled, and improving quality of life.
• There are multiple issues with the main pedestrian access point on Gateway Blvd. This entrance is too narrow, has a lip in the concrete and crosses a driveway used for a popular Starbucks drive thru. For this project to be successful, the project must provide a robust gateway for access.

2 • Similar to the comment above, the pedestrian access for the Park & Ride lot exiting onto Truxel Road is narrow and inconveniently placed, and should be improved for better user experience and to encourage use.

• Considering the number of residents expected to inhabit the project, please add another pedestrian gateway access point from the project to the corner of Gateway Blvd and North Freeway Blvd. This will reduce mid-block crossings and enable residents to get where they want to go in a straightforward manner. Make walking convenient for people.

• Work with the City of Sacramento to improve pedestrian crossing safety at Gateway Blvd and Truxel Road. This is a vital crossing where all users must cross to access Route 11 transit, any shopping to the west of the project including the entirety of the Natomas Gateway shopping complex, and the Jackrabbit Trail, a class 1 bike trail with access to downtown and the American River Bikeway. The current condition is an eight-lane crossing, with a double right turn lane.

With a substantial increase in residents using this crossing, it is vital that safety measures be taken to improve safety at this intersection.

• Please consider including communal space in the complex that could accommodate a fleet of dedicated ride share bicycles/scooter, such as this example from EQL+X, (eqlxmobility.com).

Jibe can serve as a partner to this project and could potentially fund a fleet of ride share or other shared mobility options.

If you have any questions, please contact me via email at [email protected] or 916-419-9955.

Sincerely,

Mellissa Meng
Executive Director

CC: Vice Mayor Talamantes, Garrett Norman, Jennifer Donlon Wyant, Megan Carter, Sac RT

P24-033 Birchway at Natomas Apartments Rezone
120 Promenade Circle
APN: 250-2110-028, -055, -056, -059-0000 (District 3)
Jose R Quintanilla, Assoc. Planner
Community Development Dept.
08/26/2025

Context Map
General Plan: Office Mixed-Use (RMU)
Existing Zoning:

Employment Center (EC-50-PUD)
Proposed Zoning:

Multi-Unit Dwelling (R-3A-PUD)
Planned Unit Development:

Promenade at Natomas
Existing Use: Vacant
Proposed Use: Apartments; Park-and-Ride
2 Requested Entitlements
Development Agreement between the City of Sacramento and Kaiser Foundation Health Plan, Inc. (the “landowner”) Rezone 12.9 acres from Employment Center (EC-50-PUD) zoning to Multi-Unit Dwelling (R-3A-PUD) zoning PUD Schematic Plan Amendment to designate the site for residential and park-and-ride uses in the Promenade at Natomas PUD PUD Guidelines Amendment to allow residential uses
Site Plan and Design Review for the construction of 378 multi-unit dwellings, resident amenities, 165 park-and-ride vehicle parking spaces, and other site improvements totaling 350,050 square feet Tree Permit for the removal of four private protected trees and six city-owned trees Requires approval from the City Council 3

Development Agreement
Policy NN-LUP-3 Financing Plan. The City shall require all property owners in the Plan area to: 1) participate equitably in the financing mechanisms necessary to finance the design, engineering, and construction of all library, fire, police, street, traffic, water, sewer, drainage improvements and all monitoring programs provided for in this Plan, and 2) pay an equitable share of all the costs incurred in the process of development of the Financing Plan. Guarantees for this shall be via development agreements or other means acceptable to the City staff.

All property owners in North Natomas will be required to reimburse the City in an equitable manner for all planning expenses incurred in developing this Community Plan and related documents. The costs will be divided equally by each acre receiving urban land usedesignations by this Plan. Payment of this cost will be a condition of the development agreements.

Rezone
Existing Zoning:

Employment Center (EC-50-PUD)
Proposed Zoning:

Multi-Unit Dwelling (R-3A-PUD)
Existing Zoning Proposed Zoning
PUD Schematic Plan
Amendment
Existing Use: Office
Proposed Use: Residential
Existing Schematic Plan Proposed Schematic Plan

PUD Guidelines Amendment

Site Plan and Design Review
Deviations requested to exceed the
maximum allowed front-yard setback
8 Site Plan and Design Review
Deviations requested to exceed the
maximum allowed front-yard setback
9 Site Plan and Design Review
10 Tree Permit
Pursuant to Chapter 12.56 of the City
Code, the removal of private protected
trees and city trees requires a tree permit.

This project proposes to remove 4 private
protected trees:
● Black Willow (x4) – 28” - 32” Diameter at
Standard Height (DSH)
This project proposes to remove 6 city trees:
● Mexican Fan Palm (x4) – 9” - 12” DSH;
● Tulip (x2) – 10” – 12” DSH

Tree Permit
Pursuant to Chapter 12.56 of the City
Code, the removal of private protected
trees and city trees requires a tree permit.

This project proposes to remove 4 private
protected trees:
● Black Willow (x4) – 28” - 32” Diameter at
Standard Height (DSH)
This project proposes to remove 6 city trees:
● Mexican Fan Palm (x4) – 9” - 12” DSH;
● Tulip (x2) – 10” – 12” DSH

Staff Recommendation
Staff recommends that the City Council approve the requested entitlements because the project:
● Makes use of a vacant parcel to provide much needed housing adjacent to future transit. ● Creates additional for-rent housing opportunities.
● Creates an interconnected neighborhood with pedestrian and bicycle amenities. 13 Thanks!
Contact us:

Community Development
Department
300 Richards Blvd., 3
rd Floor
Sacramento, CA 95814
[email protected]
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