2025-01126 Airport South Industrial Annexation (P21-017) [Noticed on 11/07/2025; Published 11/07/2025; Passed for Publication 10/21/2025; Published 10/24/2025] — Sacramento City Council, December 2, 2025 (part 2 of 6)

4.1 INTRODUCTION
Section 15097 of the California Environmental Quality Act (CEQA) requires all State and local agencies to establish monitoring or reporting programs for projects approved by a public agency whenever approval involves the adoption of either a “mitigated negative declaration” or specified environmental findings related to environmental impact reports.

The following is the Mitigation Monitoring and Reporting Program (MMRP) for the Airport South Industrial Park Project (proposed project). The intent of the MMRP is to ensure implementation of the mitigation measures identified within the EIR for the proposed project. Unless otherwise noted, the cost of implementing the mitigation measures as prescribed by this MMRP shall be funded by the applicant.

4.2 COMPLIANCE CHECKLIST
The MMRP contained herein is intended to satisfy the requirements of CEQA as they relate to the EIR prepared for the proposed project. This MMRP is intended to be used by City of Sacramento staff, and mitigation monitoring personnel to ensure compliance with mitigation measures during project implementation. Mitigation measures identified in this MMRP were developed in the EIR.

The EIR presents a detailed set of mitigation measures that will be implemented throughout the lifetime of the project. Mitigation is defined by CEQA Guidelines, Section 15370, as a measure that:
• Avoids the impact altogether by not taking a certain action or parts of an action; • Minimizes impacts by limiting the degree or magnitude of the action and its implementation;
• Rectifies the impact by repairing, rehabilitating, or restoring the impacted environment; • Reduces or eliminates the impact over time by preservation and maintenance operations during the life of the project; or
• Compensates for the impact by replacing or providing substitute resources or environments.

The intent of the MMRP is to ensure the implementation of adopted mitigation measures. The MMRP will provide for monitoring of construction activities as necessary and in-the-field identification and resolution of environmental concerns.

Monitoring and documenting the implementation of mitigation measures will be coordinated by the City of Sacramento. The table attached to this report identifies the mitigation measures, the monitoring action for each mitigation measure, the responsible party for the monitoring action, and timing of the monitoring action. The applicant will be responsible for fully understanding and

4. MITIGATION MONITORING

AND REPORTING PROGRAM
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effectively implementing the mitigation measures contained within the MMRP. The City will be responsible for monitoring compliance.

4.3 MITIGATION MONITORING AND REPORTING PROGRAM
The following table indicates the mitigation measure number, the impact the measure is designed to address, the measure text, the monitoring agency, implementation schedule, and an area for sign-off indicating compliance.

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MITIGATION MONITORING AND REPORTING PROGRAM
Airport South Industrial Park Project
Impact
Number Impact Mitigation Measures Monitoring Agency
Implementation
Schedule Sign-off

4.2 Agricultural Resources

4.2-1 Impacts related to the
conversion of Prime
Farmland, Unique
Farmland, or Farmland
of Statewide Importance
to non-agricultural use.

Industrial Park

4.2-1 The City shall ensure that, prior to impacting
agricultural/open space resources within the
project site by the issuance of a grading
permit, any and all project-related subdivision
maps satisfy the On-Site Open Space and OffSite Open Space requirements as defined herein. Open space dedications made
pursuant to the Natomas Basin Habitat
Conservation Plan (HCP) shall be made to the
City and/or the Natomas Basin Conservancy
and shall be located in the Natomas Basin.

The remaining non-Natomas Basin HCP
mitigation acreage may be located in
unincorporated Sacramento County, Yolo
County, and/or Sutter County, and may be
held and managed by a qualified third-party
entity with the approval of the City.

Preservation shall be ensured in perpetuity via
conservation easement, fee, or irrevocable
offer of dedication to the satisfaction of the
City. All mitigation acreage shall consist of land
of comparable agricultural and habitat value as
the agricultural/open space resources
impacted by the proposed project, as
determined by the City.
a. On-Site Agricultural/Open Space
Requirements: The following on-site
open space properties are consistent
with the mitigation requirements:
• 86 acres of detention basins.

City of
Sacramento
Community
Development
Department
Prior to issuance of
a grading permit
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MITIGATION MONITORING AND REPORTING PROGRAM
Airport South Industrial Park Project
Impact
Number Impact Mitigation Measures Monitoring Agency
Implementation
Schedule Sign-off
• 37.9 acres of freeway buffer.
• 2.3 acres of canal buffers.
b. Off-site Agricultural/Open Space
Requirements: The following Off-Site
Open Space properties:
• 141.51 acres of currently
unidentified agricultural/open
spaced mitigation property to
be located in the
unincorporated Sacramento
County and/or unincorporated
Sutter County.
• 50-acre habitat mitigation
property APN 225-0020-014.
• 67.59-acre habitat mitigation
property APN 225-0020-015.
c. Phasing: The Airport South Industrial
Project will develop in phases, as
such, the amount of On-Site and OffSite Open Space to be provided hereunder shall be in proportion to the
amount of acreage proposed to be
impacted by such development by the
issuance of a grading permit therefor.
d. With respect to each unidentified open
space property listed above, and any
proposed substitution of an open
space property listed above, the City
must determine, in writing, that the
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MITIGATION MONITORING AND REPORTING PROGRAM
Airport South Industrial Park Project
Impact
Number Impact Mitigation Measures Monitoring Agency
Implementation
Schedule Sign-off
proposed agricultural/open space
property and/or acreage satisfies the
requirements for agricultural/open
space to be counted towards the
requisite Off-Site Agricultural/Open
Space acreage total.
e. Nothing in this Agricultural/Open
Space Mitigation is intended to limit or
restrict USFWS and CDFW in their
consideration of Developer's
applications for incidental take and/or
other habitat mitigation permits or
other entitlements under the federal
Endangered Species Act and the
California Endangered Species Act.

4.2-5 Impacts related to
cumulative loss of
agricultural land.

4.2-5 Implement Mitigation Measure 4.2-1. See Mitigation Measure 4.2-1
See Mitigation
Measure 4.2-1

4.3 Air Quality, Greenhouse Gas Emissions, and Energy

4.3-1 Conflict with or obstruct
implementation of the
applicable air quality plan
during project
construction.

4.3-1(a) The following SMAQMD’s Basic Construction
Emissions Control Practices (BMPs) for dust
control shall be included through a notation on
all project grading plans prior to the issuance
of grading permits, to the satisfaction of the
City of Sacramento Community Development
Department and SMAQMD.
• Water all exposed surfaces two times
daily. Exposed surfaces include, but
are not limited to soil piles, graded
areas, unpaved parking areas, staging
areas, and access roads;
City of
Sacramento
Community
Development
Department
SMAQMD
Prior to issuance of
grading permits
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MITIGATION MONITORING AND REPORTING PROGRAM
Airport South Industrial Park Project
Impact
Number Impact Mitigation Measures Monitoring Agency
Implementation
Schedule Sign-off
• Cover or maintain at least two feet of
free board space on haul trucks
transporting soil, sand, or other loose
material on the site. Any haul trucks
that would be traveling along freeways
or major roadways should be covered;
• Use wet power vacuum street
sweepers to remove any visible
trackout mud or dirt onto adjacent
public roads at least once a day. Use
of dry power sweeping is prohibited;
• Limit vehicle speeds on unpaved
roads to 15 miles per hour (mph);
• All roadways, driveways, sidewalks,
parking lots to be paved should be
completed as soon as possible. In
addition, building pads should be laid
as soon as possible after grading
unless seeding or soil binders are
used;
• Minimize idling time either by shutting
equipment off when not in use or
reducing the time of idling to 5 minutes
[CCR Title 13, Sections 2449(d)(3)
and 2485]. Provide clear signage that
posts this requirement for workers at
the entrances to the site;
• Provide current certificate(s) of
compliance for CARB’s In-Use OffRoad Diesel-Fueled Fleets Regulation [CCR Title 13, Sections 2449 and
2449.1]. For more information contact
CARB at 877-593-6677,
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MITIGATION MONITORING AND REPORTING PROGRAM
Airport South Industrial Park Project
Impact
Number Impact Mitigation Measures Monitoring Agency
Implementation
Schedule Sign-off
[email protected], or
www.arb.ca.gov/doors/compliance_
cert1.html.; and
• Maintain all construction equipment in
proper working condition according to
manufacturer’s specifications. The
equipment must be checked by a
certified mechanic and determine to
be running in proper condition before
it is operated.

4.3-1(b) Prior to approval of any Improvement Plans,
the project applicant shall provide proof of
compliance with the following to the
satisfaction of the City of Sacramento
Community Development Department and
SMAQMD:

The project applicant shall show on the
plans via notation that the contractor shall
ensure that the heavy-duty off-road
vehicles (50 horsepower or more) to be
used in the construction of all project
components (i.e., construction of the
industrial park, nonparticipating parcels,
and off-site force main), including owned,
leased, and subcontractor vehicles, shall
be a combination of engine Tier 3 or Tier 4
off-road construction equipment, or hybrid,
electric, or alternatively fueled equipment
(or any combination of the above),
sufficient to achieve a fleet-wide average
reduction in construction-related NOX
emissions to below the applicable
City of
Sacramento
Community
Development
Department
SMAQMD
Prior to the approval
of any Improvement
Plans
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MITIGATION MONITORING AND REPORTING PROGRAM
Airport South Industrial Park Project
Impact
Number Impact Mitigation Measures Monitoring Agency
Implementation
Schedule Sign-off
SMAQMD thresholds of significance (85
lbs/day). For instance, the emissions
presented in Table 4.3-8 of the Draft EIR
were achieved by requiring all equipment
used during construction to be engine Tier

4. In addition, all off-road equipment
operating at the construction site must be
maintained in proper working condition
according to manufacturer’s
specifications. Idling shall be limited to five
minutes or less in accordance with the InUse Off-Road Diesel Vehicle Regulation as required by CARB. Clear signage
regarding idling restrictions shall be placed
at the entrances to the construction site.

Portable equipment over 50 horsepower
must have either a valid SMAQMD Permit
to Operate (PTO) or a valid statewide
Portable Equipment Registration Program
(PERP) placard and sticker issued by
CARB.

Conformance with the foregoing
requirements shall be included as notes
and be confirmed through review and
approval of grading plans by the City of
Sacramento Community Development
Department.

4.3-2 Conflict with or obstruct
implementation of the

4.3-2 Prior to the approval of project improvement
plans for both the industrial park and
nonparticipating parcels, the project applicant
City of
Sacramento
Community
Prior to the approval
of project
Improvement Plans
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MITIGATION MONITORING AND REPORTING PROGRAM
Airport South Industrial Park Project
Impact
Number Impact Mitigation Measures Monitoring Agency
Implementation
Schedule Sign-off
applicable air quality plan
during project operation.
shall comply with the provisions of the Air
Quality Management Plan prepared for the
proposed project (see Appendix D), and
incorporate all requirements into the Airport
South Industrial Project conditions of approval.

The measures included in the AQMP include
the following:

1. Natural gas use shall be prohibited in
all land uses, with the exception of the
restaurant kitchen.

2. The project shall implement a
Transportation Management
Association (TMA), such as Jibe North
Natomas (for more information, visit
https://jibe.org/). The TMA must
comply with the following criteria, and
is subject to approval by the City of
Sacramento and SMAQMD:
a. The TMA must be legally
constituted as a non-profit
organization,
Property/Business
Improvement District (PBID),
or a government entity with a
non-revocable funding
mechanism, such as a
community finance district,
dedicated to TMA operations
and services; and
b. The TMA must provide a
minimum level of TDM
services to employees and
residents within the area
Development
Department
for both the
industrial park and
nonparticipating
parcels
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MITIGATION MONITORING AND REPORTING PROGRAM
Airport South Industrial Park Project
Impact
Number Impact Mitigation Measures Monitoring Agency
Implementation
Schedule Sign-off
covered by the AQMP
sufficient to achieve the
emission reductions claimed
by the measure. Services
must be enumerated and
funded to the satisfaction of
the lead agency and
SMAQMD.

3. The project applicant shall require all
tenants of the on-site industrial uses to
use zero-emission forklifts.

4. The project applicant shall require that

4.5 percent of the heavy-duty vehicle
fleet be zero emission by full buildout
of the annexation area. It should be
noted that in the event there is a
disruption in the manufacturing of zero
emission vehicles/trucks or that
sufficient vehicles/trucks are not
commercially available for the
intended application, the “clean fleet
requirements” may be adjusted as
minimally as possible by the City’s
Community Development Department
to accommodate the manufacturing
disruption or unavailability of
commercially available
vehicles/trucks.

5. The project shall provide complete
sidewalks separated from roadway
throughout the project site and
pedestrian crossing at intersections
on-site to ensure employees and
visitors can walk between land
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MITIGATION MONITORING AND REPORTING PROGRAM
Airport South Industrial Park Project
Impact
Number Impact Mitigation Measures Monitoring Agency
Implementation
Schedule Sign-off
uses/businesses. The project shall
also connect the pedestrian network
on-site to the adjacent properties offsite (including South Bayou Way, Power Line Road and potential future
connections) as indicated on the
preliminary site plan when those
portions of the site develop.

6. Provide EV Ready parking spaces at
the ratio with which the current
CalGreen Tier 2 standards require EV
Capable spaces.

4.3-3 Expose sensitive
receptors to substantial
pollutant concentrations.

4.3-3 If Parcel 8 (the 64.3-acre nonparticipating
parcel owned by Cayocca) is proposed to be
developed with a distribution center (i.e., an
industrial warehouse that accommodates more
than 100 heavy-duty trucks per day, more than
40 trucks with operating transport refrigeration
units [TRUs] per day, or where TRU unit
operations exceed 300 hours per week) within
1,000 feet of a sensitive receptor, prior to the
issuance of any building permit, a Health Risk
Assessment (HRA) shall be conducted to
calculate the cancer risk associated with onsite truck diesel particulate matter (DPM) emissions.

The HRA shall be prepared in accordance with
SMAQMD guidelines, as well as the guidelines
identified in the California Office of
Environmental Health Hazard Assessment
(OEHHA) Guidance Manual for Preparation of
Health Risk Assessments. If health risks
associated with Parcel 8 are determined to
City of
Sacramento
Community
Development
Department
As part of the
application for any
development on
Parcel 8
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MITIGATION MONITORING AND REPORTING PROGRAM
Airport South Industrial Park Project
Impact
Number Impact Mitigation Measures Monitoring Agency
Implementation
Schedule Sign-off
exceed the applicable SMAQMD thresholds, a
qualified air quality consultant shall identify
measures sufficient to reduce the project’s
health risks to below the SMAQMD’s
thresholds of significance. Reduction
measures may include, but are not limited to,
relocation of loading docks to further than
1,000 feet from sensitive receptors,
electrification of the heavy-duty truck fleet,
and/or other options as they become available.

Conformance with the foregoing requirement,
including implementation of identified reduction
measures, shall be confirmed through review
and approval of the HRA by the City of
Sacramento Community Development
Department.

4.3-6 Result in a cumulatively
considerable net
increase of any criteria
pollutant for which the
project region is in nonattainment under an
applicable federal or
State ambient air quality
standard (including
releasing emissions
which exceed
quantitative thresholds
for ozone precursors).

4.3-6 Implement Mitigation Measure 4.3-2. See Mitigation Measure 4.3-2
See Mitigation
Measure 4.3-2

4.3-7 Generation of GHG
emissions that may have
a significant impact on
the environment or
conflict with an
Construction

4.3-7(a) Prior to the initiation of construction of the industrial park, the project applicant shall
demonstrate that construction-related GHG
emissions would be reduced to 935 MTCO2e/yr
City of
Sacramento
Community
Prior to the initiation
of construction of
the industrial park
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MITIGATION MONITORING AND REPORTING PROGRAM
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Impact
Number Impact Mitigation Measures Monitoring Agency
Implementation
Schedule Sign-off
applicable plan, policy or
regulation of an agency
adopted for the purpose
of reducing the
emissions of GHGs.
and shall submit proof to the City of
Sacramento Community Development
Department. In addition, prior to the initiation of
construction of the nonparticipating parcels,
the future applicant of all future development
proposals on such parcels shall demonstrate
that construction-related GHG emissions
would be reduced to 165 MTCO2e/yr and shall
submit proof to the City of Sacramento
Community Development Department.

Construction-related GHG emissions can be
reduced through several options. The
SMAQMD recommends the following options
for reducing greenhouse gas emission from
construction projects:
• Modify the construction schedule to
reduce the intensity of construction to
lower emissions;
• Ensure that phases of development do
not overlap;
• Use of renewable diesel for
construction fuel rather than diesel;
• Improve fuel efficiency from
construction equipment by:
o Minimizing idling time either
by shutting equipment off
when not in use or reducing
the time of idling to no more
than three minutes (fiveminute limit is required by the state airborne toxics control
measure [Title 13, sections
Development
Department
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Number Impact Mitigation Measures Monitoring Agency
Implementation
Schedule Sign-off
2449(d)(3) and 2485 of the
California Code of
Regulations]). Provide clear
signage that posts this
requirement for workers at the
entrances to the site; and
o Using equipment with new
technologies (repowered
engines, electric drive trains).
• Perform on-site emission reductions
such as implementing on-site material
hauling with trucks equipped with onroad engines (if determined to be less emissive than the off-road engines) or
real, quantifiable, permanent,
verifiable, and enforceable on-site
emission reductions;
• Use alternative fuels for generators at
construction sites such as propane or
solar, or use electrical power;
• Use a CARB-approved low carbon
fuel for construction equipment; (NOX
emissions from the use of low carbon
fuel must be reviewed and increases
mitigated.)
• Encourage and provide carpools,
shuttle vans, transit passes and/or
secure bicycle parking for construction
worker commutes;
• Reduce electricity use in the
construction office by using LED
bulbs, powering off computers every
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MITIGATION MONITORING AND REPORTING PROGRAM
Airport South Industrial Park Project
Impact
Number Impact Mitigation Measures Monitoring Agency
Implementation
Schedule Sign-off
day, and replacing heating and cooling
units with more efficient ones;
• Recycle or salvage non-hazardous
construction and demolition debris
(goal of at least 75 percent by weight);
• Use locally sourced or recycled
materials for construction materials
(goal of at least 20 percent based on
costs for building materials, and based
on volume for roadway, parking lot,
sidewalk and curb materials). Wood
products utilized should be certified
through a sustainable forestry
program;
• Minimize the amount of concrete for
paved surfaces or utilize a low carbon
concrete option;
• Produce concrete on-site if
determined to be less emissive than
transporting ready mix;
• Use SmartWay certified trucks for
deliveries and equipment transport;
and
• Develop a plan to efficiently use water
for adequate dust control.

The project applicant may elect to implement
any combination of the foregoing measures to
reduce construction-related GHG emissions.

All GHG emissions reductions must be
quantified. Compliance with the
aforementioned measures shall be ensured by
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If the quantified reduction measures do not
reduce construction-related GHG emissions to
below 935 MTCO2e/yr for the industrial park
and 165, MTCO2e/yr for the nonparticipating
parcels, offsite carbon credits may be
purchased to make up the difference. The
purchase of off-site mitigation credits shall be
negotiated with the City and SMAQMD at the
time that credits are sought. Off-site mitigation
credits shall be real, quantifiable, permanent,
verifiable, enforceable, and additional,
consistent with the standards set forth in
Health and Safety Code section 38562,
subdivisions (d)(1) and (d)(2). The offsets shall
be retired, and emissions must be offset
through the year 2045. Such credits shall be
based on CARB-approved protocols that are
consistent with the criteria set forth in
subdivision (a) of Section 95972 of Title 17 of
the California Code of Regulations, and shall
not allow the use of offset projects originating
outside of California, except to the extent that
the quality of the offsets, and their sufficiency
under the standards set forth herein, can be
verified by the City of Sacramento and/or the
SMAQMD. Such credits must be purchased
through one of the following: (i) a CARBapproved registry, such as the Climate Action Reserve, the American Carbon Registry, and
the Verified Carbon Standard; (ii) any registry
approved by CARB to act as a registry under
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Operations

4.3-7(b) Prior to the approval of any building permits, the applicant shall implement the following
measures:

1. The proposed project shall be
designed such that all project
components, with the exception of the
on-site restaurant kitchens, are built
all-electric. The kitchens shall include
pre-wiring to allow for the future retrofit
of all natural gas appliances with allelectric appliances. If the kitchens are electrically powered and do not use
natural gas, further mitigation is not
required; and

2. If natural gas is installed in the
kitchens, the applicant shall reduce
GHG emissions associated with onsite restaurant kitchens at a rate of 158.77 MTCO2e/yr through any
combination of the following on-site
mitigation options:
o Requiring on-site renewable
energy generation in excess
of Code requirements.
o Increasing the number of EV
charging stations.
o Constructing on-site or fund
off-site carbon sequestration
City of
Sacramento
Community
Development
Department
SMAQMD
Prior to approval of
any building permits
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projects (such as tree
plantings or reforestation
projects).
o Implementing a
Transportation Demand
Management Program.
o Should new and quantifiable
GHG emission reduction
technology become available,
the applicant may otherwise
achieve the required GHG
emissions reduction through
other means, subject to
review and approval by the
City of Sacramento and the
SMAQMD.

The project applicant may elect to
implement any combination of the
foregoing measures to reduce
operational GHG emissions. All GHG
emissions reductions must be
quantified.

If it is determined that the above onsite mitigation options are not sufficient to achieve the required GHG
reduction, subject to the discretion of
the City of Sacramento and the
SMAQMD, off-site carbon credits may
be purchased to make up the
difference. The purchase of off-site
mitigation credits shall be negotiated
with the City and SMAQMD at the time
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Implementation
Schedule Sign-off
that credits are sought. Off-site
mitigation credits shall be real,
quantifiable, permanent, verifiable,
enforceable, and additional,
consistent with the standards set forth
in Health and Safety Code section
38562, subdivisions (d)(1) and (d)(2).

The offsets shall be retired, and
emissions must be offset through the
year 2045. Such credits shall be
based on CARB-approved protocols
that are consistent with the criteria set
forth in subdivision (a) of Section
95972 of Title 17 of the California
Code of Regulations, and shall not
allow the use of offset projects
originating outside of California,
except to the extent that the quality of
the offsets, and their sufficiency under
the standards set forth herein, can be
verified by the City of Sacramento
and/or the SMAQMD. Such credits
must be purchased through one of the
following: (i) a CARB-approved
registry, such as the Climate Action
Reserve, the American Carbon
Registry, and the Verified Carbon
Standard; (ii) any registry approved by
CARB to act as a registry under the
California Cap and Trade program; or
(iii) any registry established by
SMAQMD.

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4.3-7(c) Consistent with SMAQMD’s GHG BMP-2, prior
to the approval of project improvement plans,
the applicant shall indicate that EV Ready
parking spaces shall be installed throughout
the project site at the ratio with which the
current CalGreen Tier 2 standards require EV
Capable spaces. Compliance with this
measure shall be ensured by the City of
Sacramento Community Development
Department.

4.3-7(d) Implement Mitigation Measure 4.12-3.

City of
Sacramento
Community
Development
Department
See Mitigation
Measure 4.12-
3 Prior to the approval
of project
Improvement Plans
See Mitigation
Measure 4.12-3

4.4 Biological Resources

4.4-1 Impacts to special-status
plant species, either
directly (e.g., threaten to
eliminate a plant
community) or through
substantial habitat
modifications.

Industrial Park and Nonparticipating Parcels

4.4-1(a) Prior to the issuance of any grading permit and commencement of ground-disturbing activities
associated with development of the industrial
park footprint and nonparticipating parcels, the
following Natomas Basin Habitat Conservation
Plan (HCP) Take Avoidance, Minimization,
and Mitigation Measures shall be
implemented, as applicable:

Natomas Basin HCP Section V.A.1:

Not less than 30 days or more than 6 months
prior to commencement of construction
City of
Sacramento
Community
Development
Department
U.S. Fish and
Wildlife
Service
(USFWS)
California
Department of
Prior to the
issuance of any
grading permit and
commencement of
ground-disturbing
activities
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activities, a pre-construction survey of the
portion of the site to be disturbed shall be
conducted to determine the status and
presence of, and likely impacts to, all Covered
Species on the site. However, pre-construction
surveys for an individual species may be
completed up to one year in advance if the sole
period for reliable detection of that species is
between May 1 and December 31. The project
proponent will be responsible for contracting
with qualified biological consultants to carry
out the pre-construction surveys, and as
necessary, to implement specific take
minimization, and other Conservation
Measures set forth in the Natomas Basin HCP
and approved by the Wildlife Agencies.

The results of the pre-construction surveys
along with recommended take minimization
measures shall be documented in a report and
shall be submitted to the City, USFWS, CDFG
and the Natomas Basin Conservancy. Based
upon the survey results, the City will identify
applicable take avoidance and other sitespecific Conservation Measures, consistent with the Natomas Basin HCP, required to be
carried out on the site. The approved preconstruction survey documents and list of Conservation Measures will be submitted by
the developer to the City to demonstrate
compliance with the Natomas Basin HCP.

Fish and
Wildlife
(CDFW)
Natomas
Basin
Conservancy
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If Sanford’s arrowhead plants are identified
through a pre-construction survey, the City
shall provide notice to USFWS, CDFG and the
California Native Plant Society. Under such
circumstances, the development proponent
shall allow the transplantation of plants prior to
site disturbance.

Natomas Basin HCP Section V.A.5.p:

Prior to issuance of a grading permit, the City
shall require a pre-construction survey. If such
survey determines Boggs Lake hedge-hyssop,
Sacramento orcutt grass, Slender orcutt grass,
Colusa grass, or legenere are present, the City
shall require the developer to consult with
USFWS to determine appropriate measures to
avoid and minimize loss of individuals.

4.4-1(b) With respect to special-status plant species
not covered under the Natomas Basin HCP,
prior to the commencement of construction
activities associated with the nonparticipating
parcels, a qualified biologist shall conduct
preconstruction protocol-level surveys for
special-status plants with potential to occur onsite. The surveys may be conducted concurrently with the preconstruction surveys
set forth by Mitigation Measure 4.4-1(a). The
results of the surveys shall be submitted for
review and approval to the City of Sacramento
Community Development Department and
City of
Sacramento
Community
Development
Department
CDFW
USFWS
Prior to the
commencement of
construction
activities associated
with the
nonparticipating
parcels
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If any special-status plants are located during
the foregoing surveys, the appropriate agency
(i.e., CDFW and/or USFWS, depending on the
species) shall be consulted to develop
appropriate mitigation for the proposed project
for expected impacts. If special-status plants
would be impacted, as determined by the
qualified biologist, a mitigation plan shall be
developed in coordination with the appropriate
agency and submitted for review and approval
to the City of Sacramento Community
Development Department. Mitigation shall
include that if special-status perennial species
are found in areas proposed for disturbance,
the plants shall be dug up and transplanted
into a suitable avoided area on-site prior to
construction. If the plant found is an annual,
then mitigation shall consist of collecting seedbearing soil and spreading it into a suitable location.

4.4-3 Have a substantial
adverse effect, either
directly or through
habitat modifications, on
giant garter snake.

Industrial Park and Nonparticipating Parcels

4.4-3(a) Prior to the issuance of any grading permit and commencement of ground-disturbing
activities, the project applicant shall ensure
that the following Natomas Basin HCP Take
Avoidance, Minimization, and Mitigation
Measures have been implemented:

Natomas Basin HCP Section V.A.5.a:

City of
Sacramento
Community
Development
Department
USFWS
Prior to the
issuance of any
grading permit and
commencement of
ground-disturbing
activities
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MITIGATION MONITORING AND REPORTING PROGRAM
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Impact
Number Impact Mitigation Measures Monitoring Agency
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1. Within the Natomas Basin, all
construction activity involving
disturbance of habitat, such as site
preparation and initial grading, is
restricted to the period between May 1
and September 30. This is the active
period for the giant garter snake and
direct mortality is lessened, because
snakes are expected to actively move
and avoid danger.

2. Pre-construction surveys for giant
garter snake, as well as other NBHCP
Covered Species, must be completed
for all development projects by a
qualified biologist approved by
USFWS. If any giant garter snake
habitat is found within a specific site,
the following additional measures
shall be implemented to minimize
disturbance of habitat and harassment
of giant garter snake, unless such
project is specifically exempted by
USFWS.

3. Between April 15 and September 30,
all irrigation ditches, canals, or other
aquatic habitat should be completely
dewatered, with no puddled water
remaining, for at least 15 consecutive
days prior to the excavation or filling in
of the dewatered habitat. Make sure
dewatered habitat does not continue
to support giant garter snake prey,
which could detain or attract snakes
into the area. If a site cannot be
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MITIGATION MONITORING AND REPORTING PROGRAM
Airport South Industrial Park Project
Impact
Number Impact Mitigation Measures Monitoring Agency
Implementation
Schedule Sign-off
completely dewatered, netting and
salvage of prey items may be
necessary. This measure removes
aquatic habitat component and allows
giant garter snake to leave on their
own.

4. For sites that contain giant garter
snake habitat, no more than 24-hours
prior to start of construction activities
(site preparation and/or grading), the
project area shall be surveyed for the
presence of giant garter snake. If
construction activities stop on the
project site for a period of two weeks
or more, a new giant garter snake
survey shall be completed no more
than 24-hours prior to the re-start of
construction activities.

5. Confine clearing to the minimal area
necessary to facilitate construction
activities. Flag and designate avoided
giant garter snake habitat within or
adjacent to the project as
Environmentally Sensitive Areas. This
area shall be avoided by all
construction personnel.

6. Construction personnel completing
site preparation and grading
operations shall receive USFWS
approved environmental awareness
training. This training instructs workers
on how to identify giant garter snakes
and their habitats, and what to do if a
giant garter snake is encountered
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7. If a live giant garter snake is found
during construction activities,
immediately notify the USFWS and
the project’s biological monitor. The
biological monitor, or his/her
assignee, shall do the following:
a. Stop construction in the
vicinity of the snake. Monitor
the snake and allow the snake
to leave on its own. The
monitor shall remain in the
area for the remainder of the
work day to make sure the
snake is not harmed or if it
leaves the site, does not
return. Escape routes for giant
garter snake should be
determined in advance of
construction and snakes
should always be allowed to
leave on their own. If a giant
garter snake does not leave
on its own within 1 working
day, further consultation with
USFWS is required.

8. Upon locating dead, injured or sick
threatened or endangered wildlife
species, the project applicant must
notify within 1 working day the
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March 2025
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MITIGATION MONITORING AND REPORTING PROGRAM
Airport South Industrial Park Project
Impact
Number Impact Mitigation Measures Monitoring Agency
Implementation
Schedule Sign-off
Service’s Division of Law Enforcement
(2800 Cottage Way, Sacramento CA
95825) or the Sacramento Fish and
Wildlife Office (2800 Cottage Way,
Room W2605, Sacramento, CA
95825, telephone 916 414-6600).

Written notification to both offices
must be made within 3 calendar days
and must include the date, time, and
location of the finding of a specimen
and any other pertinent information.

9. Fill or construction debris may be used
by giant garter snake as an overwintering site. Therefore, upon completion of construction activities
remove any temporary fill and/or
construction debris from the site. If this
material is situated near undisturbed
giant garter snake habitat and it is to
be removed between October 1 and
April 30, it shall be inspected by a
qualified biologist to assure that giant
garter snake are not using it as
hibernaculae.

10. No plastic, monofilament, jute, or
similar erosion control matting that
could entangle snakes will be placed
on a project site when working within
200 feet of snake aquatic or rice
habitat. Possible substitutions include
coconut coir matting, tactified
hydroseeding compounds, or other
material approved by the Wildlife
Agencies.

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MITIGATION MONITORING AND REPORTING PROGRAM
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Number Impact Mitigation Measures Monitoring Agency
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Schedule Sign-off

4.4-3(b) To address potential impacts to giant garter
snake on-site, but outside of the Natomas
Basin HCP permit area, the project applicant
shall retain a qualified biologist to conduct preconstruction surveys for giant garter snake prior to the issuance of any grading permit and
commencement of project-related grounddisturbing activities outside of the Natomas Basin HCP Permit Area. If giant garter snake
habitat is not identified on-site and giant garter
snakes are not detected, the project may
commence as scheduled. If giant garter snake
habitat is found and/or giant garter snake
individuals are detected, in areas outside of
the Natomas Basin HCP Permit Area that
would be impacted by the project, the project
applicant shall either:
(1) provide on- and or off-site
preservation of giant garter snake
habitat at a ratio determined by
USFWS and CDFW, and as subject
to regulatory permitting requirements
of the CDFW, USACE, and or
RWQCB, as prescribed by Mitigation
Measures 4.4-10(a) through 4.4-
10(c) and 4.4-11(a) through 4.4-
11(d), as applicable. Applicant
purchase of conservation easements
or fee title of lands shall be
acceptable if approved by the
applicable permit-issuing regulatory
agency. Final mitigation
City of
Sacramento
Community
Development
Department
USFWS
CDFW
U.S. Army
Corps of
Engineers
(USACE)
Central Valley
Regional
Water Quality
Control Board
(RWQCB)
Prior to issuance of
any grading permit
and commencement
of project-related
ground-disturbing
activities outside of
the Natomas Basin
HCP
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Airport South Industrial Park Project
March 2025
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OR
(2) Should a portion of the City’s surplus
HCP coverage be made available to
the proposed project, the project
applicant for development projects
less than 50-acres in size shall pay
the Natomas Basin HCP mitigation
fees for land acquisition,
enhancement, and management and
monitoring activities; otherwise, offsite land dedication and payment of NBHCP fees are required for project
greater than 50-acres in size.

4.4-4 Have a substantial
adverse effect, either
directly or through
habitat modifications, on
northwestern pond turtle.

Industrial Park and Nonparticipating Parcels

4.4-4(a) Prior to the issuance of any grading permit and commencement of ground-disturbing
activities, the project applicant shall ensure
that the following Natomas Basin HCP Take
Avoidance, Minimization, and Mitigation
Measure has been implemented:

Natomas Basin HCP Section V.A.5.j:

1. Take of the northwestern pond turtle
as a result of habitat destruction
during construction activities,
including the removal of irrigation
ditches and drains, and during ditch
and drain maintenance, will be
minimized by the dewatering
City of
Sacramento
Community
Development
Department
Prior to the
issuance of any
grading permit and
commencement of
ground-disturbing
activities
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4.4-4(b) Implement Mitigation Measure 4.4-1(a). See Mitigation Measure 4.4-
1(a)
See Mitigation
Measure 4.4-1(a)

4.4-5 Have a substantial
adverse effect, either
directly or through
habitat modifications, on
Swainson’s hawk.

Industrial Park and Nonparticipating Parcels

4.4-5(a) Prior to the issuance of any grading permit and commencement of ground-disturbing
activities, the project applicant shall ensure
that the following Natomas Basin HCP Take
Avoidance, Minimization, and Mitigation
Measure has been implemented:

Natomas Basin HCP Section V.A.5.b:

Measures to Reduce Nest Disturbance

1. Prior to the commencement of
development activities, a preconstruction survey shall be completed to determine whether any
Swainson’s hawk nest trees will be
removed on-site, or active Swainson’s
hawk nest sites occur on or within ½
mile of the development site. These
surveys shall be conducted according
to the Swainson’s Hawk Technical
Advisory Committee’s (May 31, 2000)
methodology or updated
methodologies, as approved by the
Service and CDFG, using
experienced Swainson’s hawk
surveyors.

City of
Sacramento
Community
Development
Department
Prior to the
issuance of any
grading permit and
commencement of
ground-disturbing
activities
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2. If breeding Swainson’s hawks (i.e.
exhibiting nest building or nesting
behavior) are identified, no new
disturbances (e.g., heavy equipment
operation associated with
construction) will occur within ½ mile
of an active nest between March 15
and September 15, or until a qualified
biologist, with concurrence by CDFG,
has determined that young have
fledged or that the nest is no longer
occupied. If the active nest site is
located within 1/4 mile of existing
urban development, the no new
disturbance zone can be limited to the
¼ mile versus ½ mile. Routine
disturbances such as agricultural
activities, commuter traffic, and
routine facility maintenance activities
within ½ mile of an active nest are not
restricted.

3. Where disturbance of a Swainson’s
hawk nest cannot be avoided, such
disturbance shall be temporarily
avoided (i.e., defer construction
activities until after the nesting
season) and then, if unavoidable, the
nest tree may be destroyed during the
non-nesting season. For purposes of
this provision the Swainson's hawk
nesting season is defined as March 15
to September 15. If a nest tree (any
tree that has an active nest in the year
the impact is to occur) must be
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4. If a Swainson’s hawk nest tree is to be
removed and fledglings are present,
the tree may not be removed until
September 15 or until the California
Department of Fish and Game has
concurred that the young have fledged
and are no longer dependent upon the
nest tree.

5. If construction or other project related
activities which may cause nest
abandonment or forced fledgling are
proposed within the ¼ mile buffer
zone, intensive monitoring (funded by
the project sponsor) by a Department
of Fish and Game approved raptor
biologist will be required. Exact
implementation of this measure will be
based on specific information at the
project site.

4.4-5(b) To address potential impacts to Swainson’s
hawk foraging habitat that occurs on-site, but
outside of the Natomas Basin HCP permit
area, the project applicant shall preserve
Swainson’s hawk foraging habitat off-site at a
1:1 ratio, which shall consist of a minimum

0.5:1 ratio habitat preservation off-site plus

0.5:1 ratio as prescribed by Mitigation
Measure 4.2-1. The preserved habitat shall be
provided through applicant purchase of
conservation easements or fee title of lands
City of
Sacramento
Community
Development
Department
CDFW
Prior to the
issuance of any
grading permit and
commencement of
project-related
ground-disturbing
activities outside of
the Natomas Basin
HCP permit area
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MITIGATION MONITORING AND REPORTING PROGRAM
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with suitable Swainson’s hawk foraging habitat
as approved by CDFW (consistent with CDFW
guidelines). Additionally, prior to the issuance
of any grading permit and commencement of
project-related ground-disturbing activities
outside of the Natomas Basin HCP permit area
the project applicant shall consult with CDFW
for a Section 2081 Incidental Take Permit, or
demonstrate to the City that none was required
by CDFW.

OR
Should a portion of the City’s surplus HCP
coverage be made available to the proposed
project, the project applicant shall pay the
Natomas Basin HCP mitigation fees for land
acquisition, enhancement, and management
and monitoring activities for development
projects less than 50-acres in size; otherwise
off-site land dedication and payment of
NBHCP fees are required for projects greater
than 50-acres in size.

4.4-6 Have a substantial
adverse effect, either
directly or through
habitat modifications, on
burrowing owl.

Industrial Park and Nonparticipating Parcels

4.4-6 Prior to the issuance of any grading permit and
commencement of ground-disturbing
activities, the project applicant shall ensure
that the following Natomas Basin HCP Take
Avoidance, Minimization, and Mitigation
Measure has been implemented:

Natomas Basin HCP Section V.A.5.h:

City of
Sacramento
Community
Development
Department
USFWS
CDFW
Prior to the
issuance of any
grading permit and
commencement of
ground-disturbing
activities
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MITIGATION MONITORING AND REPORTING PROGRAM
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Impact
Number Impact Mitigation Measures Monitoring Agency
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Schedule Sign-off

1. Prior to the initiation of grading or
earth disturbing activities, the
applicant/developer shall hire a CDFG
approved qualified biologist to perform
a pre-construction survey of the site to
determine if any burrowing owls are
using the site for foraging or nesting.

The pre-construction survey shall be
submitted to the City prior to the
developer’s commencement of
construction activities and a mitigation
program shall be developed and
agreed to by the City and developer
prior to initiation of any physical
disturbance on the site.

2. Occupied burrows shall not be
disturbed during nesting season
(February 1 through August 31) unless
a qualified biologist approved by the
CDFG verifies through non-invasive
measures that either: 1) the birds have
not begun egg-laying and incubation;
or 2) that juveniles from the occupied
burrows are foraging independently
and are capable of independent
survival.

3. If nest sites are found, the USFWS
and CDFG shall be contacted
regarding suitable mitigation
measures, which may include a 300
foot buffer from the nest site during the
breeding season (February 1 - August
31), or a relocation effort for the
burrowing owls if the birds have not
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begun egg-laying and incubation or
the juveniles from the occupied
burrows are foraging independently
and are capable of independent
survival. If on-site avoidance is
required, the location of the buffer
zone will be determined by a qualified
biologist. The developer shall mark the
limit of the buffer zone with yellow
caution tape, stakes, or temporary
fencing. The buffer will be maintained
throughout the construction period.

4. If relocation of the owls is approved for
the site by USFWS and CDFG, the
developer shall hire a qualified
biologist to prepare a plan for
relocating the owls to a suitable site.

The relocation plan must include: (a)
the location of the nest and owls
proposed for relocation; (b) the
location of the proposed relocation
site; (c) the number of owls involved
and the time of year when the
relocation is proposed to take place;
(d) the name and credentials of the
biologist who will be retained to
supervise the relocation; (e) the
proposed method of capture and
transport for the owls to the new site;
(f) a description of the site
preparations at the relocation site
(e.g., enhancement of existing
burrows, creation of artificial burrows,
one-time or long-term vegetation
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Relocation options may include
passive relocation to another area of
the site not subject to disturbance
through one way doors on burrow
openings, or construction of artificial
burrows in accordance with the
CDFG’s October 17, 1995, Staff
Report on Burrowing Owls Mitigation
(see Appendix D).

5. Where on-site avoidance is not
possible, disturbance and/or
destruction of burrows shall be offset
through development of suitable
habitat on TNBC upland reserves or in
other suitable preserved uplands.

Such habitat shall include creation of
new burrows with adequate foraging
area (a minimum of 6.5 acres) or 300
feet radii around the newly created
burrows. Additional habitat design and
mitigation measures are described in
CDFW’s March 7, 2012, Staff Report
on Burrowing Owl Mitigation.

4.4-8 Have a substantial
adverse effect, either
directly or through
habitat modifications, on
loggerhead shrike.

Industrial Park and Nonparticipating Parcels

4.4-8 Prior to the issuance of any grading permit and
commencement of ground-disturbing
activities, the project applicant shall ensure
that the following Natomas Basin HCP Take
Avoidance, Minimization, and Mitigation
Measure has been implemented:

Page 4 ends

1. Prior to issuance of a grading permit,
the City shall require a preconstruction survey.

2. If surveys identify an active
loggerhead shrike nest that will be
impacted by development, the
developer shall install brightly colored
construction fencing that establishes a
boundary 100 feet from the active
nest. No disturbance associated with
development shall occur within the
100 foot fenced area during the
nesting season of March 1 through
July 31. A qualified biologist, with
concurrence of USFWS must
determine young have fledged or that
the nest is no longer occupied prior to
disturbance of the nest site.

USFWS

4.4-9 Have a substantial
adverse effect, either
directly or through
habitat modifications, on
northern harrier, whitetailed kite, song sparrow,
and other nesting birds
and raptors protected
under the MBTA and
CFGC.

Industrial Park and Nonparticipating Parcels

4.4-9(a) Raptors: If ground disturbance or other
construction activities are proposed during the
nesting season (February 1 to August 31), a
focused survey for nesting raptors protected
under the California Fish and Game Code
(CFGC) and Migratory Bird Treaty Act (MBTA)
shall be conducted by a qualified biologist
within seven days prior to the beginning of
construction activities in order to identify active
nests. The survey shall be conducted within
the proposed construction area and all
accessible areas within 0.5-mile. A report
City of
Sacramento
Community
Development
Department
If ground
disturbance or other
construction
activities are
proposed during the
nesting season
(February 1 to
August 31)
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summarizing the results of the survey shall be
submitted for review and approval to the City
of Sacramento Community Development
Department. If active nests are not found
during the focused survey(s), additional
mitigation shall not be required. For any period
of project inactivity of more than seven days,
the qualified biologist shall conduct a field
check of the previously surveyed area before
construction activities recommence to confirm
nesting raptors have not entered during the
interim.

If active raptor nests are found within 0.5-mile
of a construction area, construction shall not
commence within 0.5-mile of the nest until a
qualified biologist determines that the young
have fledged, or the biologist has determined
that the nesting attempt has failed. If
construction activities within 0.5-mile of the
nest are necessary, the qualified biologist shall
be consulted to determine if the nest buffer can
be reduced. The applicant and qualified
biologist shall jointly determine the nest
avoidance buffer, and what (if any) nest
monitoring is necessary.

If an active raptor nest is found within the
project area prior to construction and is in a
tree that is proposed for removal, then the
project applicant shall implement additional
mitigation recommended by a qualified
biologist based on CDFW guidelines and
obtain any required permits from CDFW.

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4.4-9(b) Songbirds: If ground disturbance or other
construction activities are proposed during the
nesting season (February 1 to August 31), a
focused survey for birds protected under the
MBTA shall be conducted by a qualified
biologist within seven days prior to the
beginning of construction activities in order to
identify active nests. The survey shall be
conducted within the proposed construction
area and all accessible areas within 500 feet.

A report summarizing the results of the survey
shall be submitted for review and approval to
the City of Sacramento Community
Development Department. If active nests are
not found during the focused survey(s),
additional mitigation shall not be required. For
any period of project inactivity of more than
seven days, the qualified biologist shall
conduct a field check of the previously
surveyed area before construction activities
recommence to confirm nesting songbirds
have not entered during the interim.

If active special-status species nests/nesting
colonies are located during the survey, the
project applicant shall work with a qualified
biologist to determine a suitable avoidance
buffer and the extent and duration of nest
monitoring needed. The perimeter of the
protected area shall be indicated by bright
orange temporary fencing and signage.

Construction activities and/or personnel shall
not enter the protected area, except with
City of
Sacramento
Community
Development
Department
If ground
disturbance or other
construction
activities are
proposed during the
nesting season
(February 1 to
August 31)
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approval of the biologist. If trees containing
nests or burrows must be removed as a result
of project implementation, removal shall be
completed during the nonbreeding season
(late September to January 31).

If active songbird nests are found, a qualified
biologist shall establish a 100-foot nondisturbance buffer. The non-disturbance buffers may be reduced based on consultation
and approval by the City of Sacramento
Community Development Department. The
perimeter of the protected area shall be
indicated by bright orange temporary fencing.

Construction activities or personnel shall not
enter the protected area, except with approval
of the biologist. If trees containing nests must
be removed as a result of project
implementation, removal shall be completed
during the nonbreeding season (late
September to January 31) or after the adults
and young are not dependent on the nest site,
as determined by a qualified biologist.

4.4-10 Have a substantial
adverse effect on any
riparian habitat or other
Sensitive Natural
Community identified in
local or regional plans,
policies, regulations or
by the CDFW or
USFWS.

Industrial Park

4.4-10(a)Prior to the commencement of grounddisturbing activities, the project applicant shall notify CDFW, pursuant to CFGC Section 1600.

The notification shall include a description of
all of the activities associated with the
proposed industrial park, not just those
associated with the drainages and/or riparian
vegetation. Impacts shall be outlined in the
notification and are expected to be in
substantial conformance with the impacts to
City of
Sacramento
Community
Development
Department
CDFW
Prior to the
commencement of
ground-disturbing
activities within
Industrial Park
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March 2025
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biological resources outlined in the Biological
Resources Assessment prepared for the
Airport South Industrial Project by Bargas
Environmental Consulting. Impacts for each
activity shall be broken down by temporary and
permanent impacts. A description of the
proposed mitigation for biological resource
impacts shall be outlined per activity and then
by temporary and permanent impact.

Information regarding project-specific drainage
and hydrology changes resulting from project
implementation shall be provided, as well as a
description of stormwater treatment methods.

Minimization and avoidance measures shall be
proposed, as appropriate, and may include
preconstruction species surveys and reporting,
protective fencing around avoided biological
resources, worker environmental awareness
training, seeding disturbed areas adjacent to
open space areas with native seed, and
installation of project-specific stormwater Best
Management Practices (BMPs). Mitigation for
impacts to Goodding’s willow – red willow
riparian woodland and forest, valley oak
riparian forest woodland, and California
bulrush marsh may include restoration or
enhancement of resources on- or off-site, or
any other method acceptable to CDFW.

Mitigation shall not result in a net loss of a
Sensitive Natural Community.

If CDFW determines through the course of the
CFGC Section 1600 notification process that
the project does not require a Lake or
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Streambed Alteration Agreement (LSAA) to
address potential impacts to Goodding’s willow
– red willow riparian woodland and forest,
valley oak riparian forest woodland, and
California bulrush marsh, further mitigation
regarding the aforementioned vegetation
communities shall not be required. Written
verification of the applicant’s compliance with
the Section 1600 LSAA process shall be
submitted to the City of Sacramento
Community Development Department.

Nonparticipating Parcels

4.4-10(b)As part of any application associated with
development of the nonparticipating parcels,
the applicant shall ensure that a qualified
biologist has reviewed areas proposed for
disturbance to identify vegetation communities
that occur in the development footprint and
confirm the presence and acreages of
Sensitive Natural Communities. If a Sensitive
Natural Community would not be impacted,
further mitigation shall not be required. The
qualified biologist shall detail any
recommendations to avoid impacts to
identified Sensitive Natural Communities in a
report, which shall be submitted for review and
approval to the City of Sacramento Community
Development Department.

4.4-10(c)If a Sensitive Natural Community or potentially jurisdictional aquatic resource is identified in a
nonparticipating parcel for which a
development application has been submitted,
City of
Sacramento
Community
Development
Department
See Mitigation
Measure 4.4-
10(a)
As part of any
application
associated with
development of the
nonparticipating
parcels
If a Sensitive
Natural Community
is identified in a
nonparticipating
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March 2025
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4.4-11 Have a substantial
adverse effect on State
or federally protected
wetlands (including, but
not limited to, marsh,
vernal pool, coastal, etc.)
through direct removal,
filling, hydrological
interruption, or other
means.

Industrial Park

4.4-11(a)Prior to the issuance of grading permits, the
project applicant shall submit the Aquatic
Resources Delineation (ARD) prepared for the
proposed project by Bargas Environmental
Consulting to the U.S. Army Corps of
Engineers (USACE) for a Preliminary
Jurisdictional Determination and obtain
authorization for the fill of jurisdictional waters
of the U.S. through the Clean Water Act (CWA)
Section 404 permitting process. Timing for
compliance with the specific conditions of the
Section 404 permit shall be pursuant to the
conditions specified by USACE as part of
permit issuance. Proof of compliance with the
requirements established herein shall be
submitted for review and approval to the City
of Sacramento Community Development
Department.

4.4-11(b)Prior to construction in any areas containing
wetlands or waters of the U.S. and/or State,
the project applicant shall obtain a water
quality certification pursuant to Section 401 of
the CWA. Any measures required as part of
the issuance of the water quality certification
shall be implemented.

4.4-11(c)Prior to construction in any areas containing
wetlands or waters of the U.S. and/or State,
City of
Sacramento
Community
Development
Department
USACE
RWQCB
RWQCB
Prior to the
issuance of grading
permits
Prior to construction
in any areas
containing wetlands
or waters of the
U.S. and/or State
Prior to construction
in any areas
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the project applicant shall file a report of waste
discharge with the Central Valley Regional
Water Quality Control Board (RWQCB) for
activities affecting wetlands or waters of the
State that are not also under USACE
jurisdiction, if applicable.

4.4-11(d)Implement Mitigation Measure 4.4-10(a).

Nonparticipating Parcels

4.4-11(e)As part of any application associated with
development of the nonparticipating parcels,
the applicant shall ensure that a qualified
biologist has conducted an Aquatic Resources
Delineation (ARD) for areas proposed for
disturbance to identify potential waters of the
U.S. and/or State. The ARD shall be
conducted in accordance with the minimum
standards set forth by the USACE South
Pacific Division and Sacramento District
Regulatory Program, as well as the Corps of
Engineers Wetlands Delineation Manual,
Regional Supplement to the Corps of
Engineers Wetland Delineation Manual: Arid
West Region, and A Field Guide to the
Identification of the Ordinary High Water Mark
(OHWM) in the Arid West Region of the
Western United States or any manuals that
supplement or replace these manuals.

See Mitigation
Measure 4.4-
10(a)
City of
Sacramento
Community
Development
Department
USACE
containing wetlands
or waters of the
U.S. and/or State
See Mitigation
Measure 4.4-10(a)
As part of any
application
associated with
development of the
nonparticipating
parcels
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If potential waters of the U.S. and/or State are
not identified, further mitigation shall not be
required. The ARD shall be submitted for
review and approval to the City of Sacramento
Community Development Department and
USACE Sacramento District Regulatory
Division.

4.4-11(f) If waters of the U.S. and/or State are identified within areas proposed for disturbance, the
project applicant shall implement Mitigation
Measures 4.4-11(a) through 4.4-11(d), as
applicable.

See Mitigation
Measures 4.4-
11(a) through

4.4-11(d)
If waters of the U.S.
and/or State are
identified within
areas proposed for
disturbance

4.4-12 Interfere substantially
with the movement of
any native resident or
migratory fish or wildlife
species or with
established native
resident or migratory
wildlife corridors, or
impede the use of native
wildlife nursery sites.

4.4-12 Implement Mitigation Measure 4.4-3. See Mitigation Measure 4.4-3
See Mitigation
Measure 4.4-3

4.4-13 Conflict with any local
policies or ordinances
protecting biological
resources, such as a tree
preservation policy or
ordinance.

Industrial Park

4.4-13(a) Prior to the issuance of any grading permit
and commencement of ground-disturbing
activities, the project applicant shall hire a
qualified arborist to evaluate all trees within
areas proposed for disturbance to confirm if
the trees meet the definition of a Private
Protected Tree, as set forth by Sacramento
City Code Section 12.56.020. Results of the
tree survey shall be submitted for review
and approval to the City of Sacramento
City of
Sacramento
Community
Development
Department
Prior to the
issuance of any
grading permit and
commencement of
ground-disturbing
activities within
Industrial Park
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March 2025
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Department of Public Works’ Urban
Forestry section. Should any on-site tree
that would be potentially impacted by the
proposed project be found to qualify as a
Private Protected Tree, the project applicant
shall obtain a Tree Permit from the City of
Sacramento Community Development
Department and comply with the permit
requirements in effect at the time of project
grading for removal, pruning, or soil
disturbance within the canopy dripline of a
Private Protected Tree.

Nonparticipating Parcels

4.4-13(b) As part of any application associated with
development of the nonparticipating
parcels, the applicant shall hire a qualified
arborist to conduct a tree survey of areas
proposed for disturbance to identify any
trees that meet the definition of a Private
Protected Tree, as established by
Sacramento City Code Section 12.56.020.

A report detailing the results of the survey
shall be submitted for review and approval
to the City of Sacramento Community
Development Department. If protected trees
are not identified, further mitigation shall not
be required.

4.4-13(c)If protected trees are identified in areas
proposed for disturbance of nonparticipating
parcels, the applicant shall implement
Mitigation Measure 4.4-13(a).

City of
Sacramento
Community
Development
Department
See Mitigation
Measure 4.4-
13(a)
As part of any
application
associated with
development of the
nonparticipating
parcels
If protected trees
are identified in
areas proposed for
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March 2025
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4.4-15 Cumulative loss of
habitat for special-status
species.

Industrial Park

4.4-15(a)Implement Mitigation Measures 4.4-1(a) and

4.4-1(b), 4.4-3, 4.4-4(a), 4.4-5(a) and 4.4-5(b),

4.4-6, 4.4-8, 4.4-9(a) and 4.4-9(b), 4.4-10(a),

4.4-11(a) through 4.4-11(c), and 4.4-13(a).

Nonparticipating Parcels

4.4-15(b)Implement Mitigation Measures 4.4-1(a) and

4.4-1(b), 4.4-3, 4.4-4(a), 4.4-5(a) and 4.4-5(b),

4.4-6, 4.4-8, 4.4-9(a) and 4.4-9(b), 4.4-10(b)
and 4.4-10(c), 4.4-11(e) and 4.4-11(f), and 4.4-
13(b) and 4.4-13(c).

See Mitigation
Measures 4.4-
1(a) and 4.4-
1(b), 4.4-3,

4.4-4(a), 4.4-
5(a) and 4.4-
5(b), 4.4-6,

4.4-8, 4.4-9(a)
and 4.4-9(b),

4.4-10(a), 4.4-
11(a) through

4.4-11(c), and

4.4-13(a).

See Mitigation
Measures 4.4-
1(a) and 4.4-
1(b), 4.4-3,

4.4-4(a), 4.4-
5(a) and 4.4-
5(b), 4.4-6,

4.4-8, 4.4-9(a)
and 4.4-9(b),

4.4-10(b) and

4.4-10(c), 4.4-
11(e) and 4.4-
11(f), and 4.4-
13(b) and 4.4-
13(c)
See Mitigation
Measures 4.4-1(a)
and 4.4-1(b), 4.4-3,

4.4-4(a), 4.4-5(a)
and 4.4-5(b), 4.4-6,

4.4-8, 4.4-9(a) and

4.4-9(b), 4.4-10(a),

4.4-11(a) through

4.4-11(c), and 4.4-
13(a).

See Mitigation
Measures 4.4-1(a)
and 4.4-1(b), 4.4-3,

4.4-4(a), 4.4-5(a)
and 4.4-5(b), 4.4-6,

4.4-8, 4.4-9(a) and

4.4-9(b), 4.4-10(b)
and 4.4-10(c), 4.4-
11(e) and 4.4-11(f),
and 4.4-13(b) and

4.4-13(c)

4.5 Cultural Resources
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March 2025
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4.5-2 Cause a substantial
adverse change in the
significance of a unique
archeological resource
pursuant to CEQA
Guidelines, Section
15064.5 or disturb
human remains,
including those interred
outside of dedicated
cemeteries.

4.5-2 The following requirements shall be included
through a notation on all project grading plans
prior to the issuance of grading permits, to the
satisfaction of the City Engineer.

In the event subsurface deposits believed to
be cultural or human in origin are discovered
during construction, all work shall halt within a
50-foot radius of the discovery. A qualified
professional archaeologist, meeting the
Secretary of the Interior’s Professional
Qualification Standards for precontact and
historic archaeologist, shall be retained to
evaluate the significance of the find, and shall
have the authority to modify the no-work radius
as appropriate, using professional judgment.

The following notifications shall apply,
depending on the nature of the find:
• If the professional archaeologist
determines that the find does not
represent a cultural resource, work
may resume immediately, and agency
notifications are not required.
• If the professional archaeologist
determines that the find does
represent a cultural resource from any
time period or cultural affiliation, he or
she shall immediately notify the City of
Sacramento and applicable
landowner. The project applicant shall
consult on a finding of eligibility and
implement appropriate treatment
measures, if the find is determined to
Sacramento
City Engineer
Sacramento
County
Coroner
Native
American
Heritage
Commission
(NAHC)
Prior to issuance of
grading permits
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be a Historical Resource under CEQA,
as defined in Section 15064.5(a) of the
CEQA Guidelines. Appropriate
treatment measures that preserve or
restore the character and integrity of a
find may be, but are not limited to,
processing materials for reburial,
minimizing handling of historical
objects, leaving objects in place within
the landscape, construction
monitoring of further construction
activities, and/or returning objects to a
location within the project area where
they will not be subject to future
impacts. Work shall not resume within
the no-work radius until the applicant,
through consultation, as appropriate,
determines that the site either: 1) is
not a historical resource under CEQA,
as defined in Section 15064.5(a) of the
CEQA Guidelines; or 2) that the
treatment measures have been
completed to the City’s satisfaction.
• If the find includes human remains, or
remains that are potentially human, he
or she shall ensure reasonable
protection measures are taken to
protect the discovery from disturbance
(Assembly Bill [AB] 2641). The
archaeologist shall notify the City of
Sacramento and the Sacramento
County Coroner (per Section 7050.5
of the Health and Safety Code). The
provisions of Section 7050.5 of the
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California Health and Safety Code,
Section 5097.98 of the California
PRC, and AB 2641 shall be
implemented. If the Coroner
determines the remains are Native
American and not the result of a crime
scene, the Coroner shall notify the
NAHC, which then shall designate a
Native American Most Likely
Descendant (MLD) for the proposed
project (Section 5097.98 of the PRC).

The designated MLD shall have 48
hours from the time access to the
property is granted to make
recommendations concerning
treatment of the remains. If the
landowner does not agree with the
recommendations of the MLD, the
NAHC shall mediate (Section 5097.94
of the PRC). If an agreement is not
reached, the landowner shall rebury
the remains where they shall not be
further disturbed (Section 5097.98 of
the PRC). The burial shall also include
either recording the site with the
NAHC or the appropriate information
center, using an open space or
conservation zoning designation or
easement, or recording a reinternment
document with Sacramento County
(AB 2641). Work shall not resume
within the no-work radius until the City,
through consultation as appropriate,
determines that the treatment
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4.6 Geology and Soils

4.6-3 Be located on a
geological unit or soil
that is unstable, or that
would become unstable
as a result of the project,
and potentially result in
on or off-site landslide,
lateral spreading,
subsidence, liquefaction,
or collapse, or be located
on expansive soil, as
defined in Table 18-1B of
the Uniform Building
Code.

4.6-3 Prior to issuance of grading permits, the
grading plans shall incorporate the
geotechnical recommendations specified in
the Preliminary Geotechnical Exploration
prepared for the proposed project, including,
but not limited to, earthwork
recommendations, foundation wall
recommendations, pavement
recommendations, exterior flatwork
recommendations, and the preparation of a
design-level geotechnical report. All grading
and foundation plans for the development
must be reviewed and approved by the City
Engineer and Chief Building Official, or their
representative(s), prior to issuance of grading
and building permits in order to ensure that
recommendations in the Preliminary
Geotechnical Exploration are properly
incorporated and utilized in the project design.

Sacramento
City Engineer
City of
Sacramento
Chief Building
Official
Prior to issuance of
grading permits

4.6-4 Directly or indirectly
destroy a unique
paleontological resource
or site or unique geologic
feature.

4.6-4 Should construction or grading activities result
in the discovery of unique paleontological
resources, all work within 100 feet of the
discovery shall cease. The City of Sacramento
Community Development Department shall be
notified, and the resources shall be examined
by a qualified archaeologist, paleontologist, or
historian, at the developer’s expense, for the
purpose of recording, protecting, or curating
the discovery as appropriate. The
archaeologist, paleontologist, or historian shall
submit to the City of Sacramento Community
City of
Sacramento
Community
Development
Department
Should construction
or grading activities
result in the
discovery of unique
paleontological
resources
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Development Department for review and
approval a report of the findings and method of
curation or protection of the resources. Work
may only resume in the area of discovery when
the preceding work has occurred.

4.7 Hazards and Hazardous Materials

4.7-2 Create a significant
hazard to the public or
the environment through
reasonably foreseeable
upset and accident
conditions involving the
likely release of
hazardous materials into
the environment.

4.7-2(a) Prior to approval of grading permits, a surficial soil sample laboratory analysis shall be
conducted on the project site. Once the soils
are collected, the soils shall be tested for
OCPs, lead, and asbestos. If soil contaminates
are not found, further action is not required;
however, if OCPs, lead, or asbestos is found
to be higher than the allowable thresholds, the
assessment shall include the appropriate
mitigation including, but not limited to, soil
remediation to an acceptable total threshold
limit concentration (TTLC) level per applicable
State and federal regulations by excavation of
the contaminated soil, and subsequent
transportation and disposal off-site at an
appropriate Class I or Class II facility permitted
by DTSC; or by properly capping the
contaminated soil, in compliance with DTSC
regulations (e.g., placing soils underneath
project roadways, etc.). All recommended
mitigation measures shall be implemented by
the project applicant, subject to review and
approval by the City of Sacramento
Community Development Department.

4.7-2(b) Prior to approval of grading permits for Parcel 1 and/or Parcel 6A, samples of the soil
stockpiles on-site shall be obtained for
City of
Sacramento
Community
Development
Department
City of
Sacramento
Community
Prior to approval of
grading permits
Prior to approval of
grading permits for
Parcel 1 and/or
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analysis of contaminants of concern and
comparison with applicable regulatory
screening levels (i.e., Environmental
Screening Levels, California Human Health
Screening Levels, Regional Screening Levels,
etc.). If soil contaminates are not found, further
action is not required. However, where the soil
contaminant concentrations exceed the
applicable regulatory screening levels, the
impacted soil shall be excavated and disposed
of off-site at a licensed landfill facility to the
satisfaction of the City of Sacramento
Community Development Department.

Development
Department
Parcel 6A

4.7-5 For a project located
within an airport land use
plan or, where such a
plan has not been
adopted, within two miles
of a public airport or
public use airport, would
the project result in a
safety hazard or
excessive noise for
people residing or
working in the project
area.

4.7-5(a) To ensure that the final location and design of the detention basins are consistent with the
recommendations of the Airport Land Use
Commission (ALUC) regarding wildlife
hazards to aviation, the project applicant shall
prepare a design and management plan for
this proposed drainage feature. This plan shall
be prepared in coordination with the
Sacramento International Airport Operations
Manager before commencement of
construction. The plan shall determine an
appropriate size and location for the detention
basins and incorporate specific design
measures deemed sufficient by Sacramento
County Airport System (SCAS) and the ALUC
to minimize bird strikes and other wildliferelated airspace safety hazards in the vicinity of the project area. The plan shall include
information sufficient to satisfy requirements
for preparation of a Wildlife Hazard
Management Plan and shall be prepared by a
Sacramento
International
Airport
Operations
Manager
Sacramento
County Airport
System
(SCAS)
Airport Land
Use
Commission
(ALUC)
Prior to
commencement of
construction
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qualified wildlife hazard damage biologist. The
project applicant shall submit a detailed design
drawing of the proposed detention basins to
SCAS for review.

To reduce bird attractants associated with the
detention basins, the Wildlife Hazards
Management Plan for the detention basins and
surrounding landscape shall include the
following:
• Any vegetation planted in the vicinity
of the detention basins shall consist of
plant species that do not provide birds
with opportunities for cover, nesting,
perching, or feeding. A detailed design
plan for landscaping surrounding the
detention basins shall be submitted to
SCAS for view;
• Signs shall be placed at regular
intervals around the perimeter of the
detention basins prohibiting the public
from feeding any wildlife. The project
applicant, and any subsequent
property owner shall maintain such
signs in good order and replace such
signs as necessary. This responsibility
shall transfer to the Property
Management Association and shall be
articulated in the covenants,
conditions, and restrictions (CC&Rs);
• The CC&Rs shall specify that the
project proponent and project
applicant shall be responsible for
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ensuring trash receptacles with covers
are provided and properly emptied on
a regular basis and replaced as
needed;
• Installation of structures near the
detention basins that could serve as
perches for gulls and other birds shall
be minimized. The CC&Rs, or other
mechanism, shall prohibit the future
installation of such structures.
• The project applicant shall prohibit all
activities and uses that could conflict
with implementation of the wildlife
hazard management program.

An Adaptive Management Plan shall be
prepared and incorporated into the Wildlife
Hazard Management Plan. The Adaptive
Management Plan shall provide for the longterm management of nuisance birds around the detention basins. The management plan
shall involve monitoring and employment of
various techniques for controlling birds using
adaptive information and bird control products.

The Property Management Association, or if
none exists, the property owner shall be
responsible for ensuring the implementation
and continued enforcement of the Adaptive
Management Plan and provision of adequate
funding. This requirement shall be specified in
the CC&Rs or other mechanism. The Adaptive
Management Plan shall include the following
components:

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• Bird control program that involves use
of the most efficient and effective bird
control techniques available that are
practicable and compatible with
surrounding land uses.,
• Monitoring program that involves
patrolling of the detention basins and
assessment of the effectiveness of
bird control measures, the presence of
potential bird attractants, and the need
for modifying or increasing bird control
measures,
• Funding mechanism such as use of an
endowment fund or assessment
district to fund the long-term
monitoring and adaptive management
program.
• Any use of the detention basins that
conflicts with the wildlife control
program shall be prohibited.
• The Adaptive Management Plan shall
include the best available information
on various bird control techniques, an
explanation of the situations in which
various techniques are best
employed, and instructions for
implementing such techniques. The
entity responsible for implementing
the management plan shall employ a
qualified and experienced Wildlife
Damage Biologist/Manager
(Manager) who shall be responsible
for determining which bird control
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techniques to implement based on
information provided in the
management plan and the best
scientific and commercial information
available. The Manager shall be
trained in bird control techniques by
the U.S. Department of AgricultureWildlife Services (USDA). The initial cost of such training shall be borne by
the project applicant. The cost of
subsequent training shall be borne by
the Property Management
Association. The Manager shall have
the discretion to use new technologies
or information regarding bird control
provided they are practicable and
within the management budget, and
do not conflict with surrounding land
uses or storm water control functions
of the detention basins.

The monitoring and maintenance portion of the
Adaptive Management Plan shall include the
following:
• Patrol to ensure the detention basin
areas are kept clean and free of refuse
and other such material that may
attract birds;
• Patrol to ensure the public is abiding
by rules prohibiting feeding of birds;
• Control of vegetative growth around
the detention basins to minimize any
vegetation that would attract birds for
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purpose of cover, nesting, perching, or
food;
• Remove all nesting material prior to
completion of nest if any birds attempt
to nest in areas surrounding the
detention basins. All nest removal
activities must comply with provisions
of the Migratory Bird Treaty Act, the
California Endangered Species Act,
and the federal Endangered Species
Act;
• Inspect the detention basin areas to
determine whether additional
measures are needed to reduce bird
use of the detention basins; and
• Aggressively haze wildlife to
discourage use of the basins.

If monitoring efforts reveal that additional
control efforts are necessary, the Bird Control
Program Manager may implement one or more
control techniques outlined in the Adaptive
Management Plan, or other techniques based
on best available scientific and commercial
information. Bird control techniques currently
being used at airports, on agricultural lands,
and in other areas where birds pose a hazard
or nuisance shall be described in the Adaptive
Management Plan. The Bird Control Program
Manager shall have discretion of using any
one or more of the techniques based on the
need, practicability, and land use compatibility.

These techniques may include, but are not
limited to, allowing grass to grow over 8 inches
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In addition to these control techniques, the
Adaptive Management Plan shall outline an
education program for the Property
Management Association to implement
ensuring that the public is aware of the
importance of eliminating bird attractants from
the area around the lake. The public shall be
prohibitive from feeding birds around the
detention basins and engaging in any other
activities within the boundaries of the
development project which may attract wildlife
hazards to aircraft operations. The public shall
be made aware of the purpose and importance
of various bird control measures being
implemented by the Bird Control Program
Manager.

All activities and uses of the detention basins
that may conflict with the wildlife control
program shall be expressly prohibited.

If the SCAS determines that conditions in the
Airport South Industrial Project Development
are not consistent with the above listed
Management Program, SCAS may take the
following actions:
• Notify the property owner that the
wildlife control measures are out of
compliance;
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• County Airport System may, at its
option, initiate control measures at the
site, with the costs of such measures
billed to the owner; and
• In the event of an immediate threat to
aircraft safety, County Airport System
personnel can take immediate action
to remedy the air hazard emergency.

To reduce attractants for Canada geese,
American coots, or gulls associated with the
detention basins and surrounding landscape
the Management Plan shall include the
following:
• Signs shall be posted and identify that
feeding birds is prohibited.
• Any nest building activity associated
with birds shall be removed including
all nesting materials.
• To prevent the establishment of
resident populations of Canada geese
on the project site, the Bird Control
Program Manager shall take the
following, but not limited to, actions:
o Chase birds from site,
o Use of noise generators (e.g.,
pyrotechnic devices, blank
cartridges),
o Use of visual devices (e.g.,
flags, scarecrows, water
sprays)
o Use of chase dogs,
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4.8 Hydrology and Water Quality

4.8-1 Violate any water quality
standards or waste
discharge requirements
or otherwise substantially
degrade surface or
ground water quality
during construction.

4.8-1 Prior to issuance of any grading permits, the
contractor shall prepare a Storm Water
Pollution Prevention Plan (SWPPP) for review
and approval by the Central Valley RWQCB.

The contractor shall file the Notice of Intent
(NOI) and associated fee to the SWRCB. The
SWPPP shall serve as the framework for
identification, assignment, and implementation
of BMPs. The contractor shall implement
BMPs to reduce pollutants in stormwater
discharges to the maximum extent practicable.

Construction (temporary) BMPs for the project
may include, but are not limited to: fiber rolls,
straw bale barrier, straw wattles, storm drain
inlet protection, velocity dissipation devices,
silt fences, wind erosion control, stabilized
construction entrance, hydroseeding,
revegetation techniques, and dust control
measures. The SWPPP shall be submitted to
both the City Director of Public Works, and the
City Engineer for review and approval and
shall remain on the project site during all
phases of construction. Following
implementation of the SWPPP, the contractor
shall subsequently demonstrate the SWPPP’s
effectiveness and provide for necessary and
appropriate revisions, modifications, and
improvements to reduce pollutants in
stormwater discharges to the maximum extent
practicable.

RWQCB
City of
Sacramento
Director of
Public Works
Sacramento
City Engineer
Prior to issuance of
any grading permits
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4.8-2 Violate any water quality
standards or waste
discharge requirements
or otherwise substantially
degrade surface or
ground water quality
during operations.

4.8-2 Prior to approval of final project improvement
plans for any on-site development, the project
applicant shall submit a detailed Best
Management Practice (BMP) and water quality
maintenance plan to the City for review and
approval. The BMP and water quality
maintenance plan shall meet the standards of
the City’s NPDES Permit, the California
Stormwater Quality Association (CASQA)
Stormwater BMP Handbook for New
Development and Redevelopment, and the
Stormwater Quality Design Manual for the
Sacramento region. Site design measures,
source control measures, hydromodification
management, and Low Impact Development
(LID) standards, as necessary, shall be
incorporated into the design and shown on the
improvement plans.

City of
Sacramento
Community
Development
Department
Prior to approval of
final project
Improvement Plans
for any on-site
development

4.8-5 Substantially alter the
existing drainage pattern
of the site or area,
including through the
alteration of the course
of a stream or river or
through the addition of
impervious surfaces, in a
manner which would
impede or redirect flood
flows, or in flood hazard,
tsunami, or seiche zone,
risk release of pollutants
due to project inundation.

4.8-5 Prior to approval of any grading permits, the
applicant shall obtain from the Federal
Emergency Management Agency (FEMA), a
Conditional Letter of Map Revision (CLOMR)
or Conditional Letter of Map Revision based on
Fill (CLOMR-F) for fill within a Special Flood
Hazard Area, if required. A copy of the letter
shall be provided to the Engineering Services
Division. A Letter of Map Revision (LOMR), or
a Letter of Map Revision based on Fill (LOMRF) from FEMA shall be provided to the City Engineer prior to acceptance of grading
permits as complete.

City of
Sacramento
Engineering
Services
Division
Sacramento
City Engineer
Prior to approval of
any grading permits

4.10 Noise
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4.10-2 Generation of a
substantial permanent
increase in ambient
noise levels in the vicinity
of the project in excess
of standards established
in the local general plan
or noise ordinance, or
applicable standards of
other agencies.

4.10-2 Prior to approval by the City’s Public Works
Department of the final Improvement Plans for
the nonparticipating parcels portion of the
proposed project, the Improvement Plans shall
include the following requirements:
• An eight-foot-tall sound wall shall be
constructed along the eastern project
boundary, in the location indicated in

4.10-6 and the Environmental Noise
Assessment prepared for the
proposed project by Saxelby
Acoustics, in order to achieve the
City’s nighttime 50 dBA L50 noise
level standards.
• Noise barrier walls shall be
constructed of concrete panels,
concrete masonry units, earthen
berms, or any combination of these
materials that achieve the required
total height. Wood is not
recommended due to eventual
warping and degradation of acoustical
performance.

City of
Sacramento
Public Works
Department
Prior to approval of
the final
Improvement Plans
for the
nonparticipating
parcels

4.12 Transportation

4.12-2 Conflict with a program,
plan, ordinance, or policy
addressing the
circulation system during
operations.

4.12-2 The following requirements shall be noted on
project improvement plans, subject to review
and approval by the City of Sacramento
Community Development Department:
• The project should construct
pedestrian and bicycle facilities along
its frontage to City Standards.

City of
Sacramento
Community
Development
Department
Prior to the approval
of project
Improvement Plans
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• Class IV separated bicycle facilities
shall be accommodated within the
proposed cross section to provide
separation between cyclists and
heavy truck traffic.
• The bicycle network shall be
connected to the existing and planned
City and County bikeway system,
including, but not limited to, Bayou
Way at the northeast corner of the site,
the Class I bikeway at the southeast
corner of the site, and Metro Air
Parkway north of I-5.
• • The off-street Class IV cycle
track shown on the eastern side of the
site in the City Bikeway Master Plan
shall be accommodated in the
proposed plans.

4.12-3 Conflict or be
inconsistent with CEQA
Guidelines Section
15064.3, subdivision (b).

4.12-3 Prior to the certificate of occupancy for each
on-site industrial building, the owner/operator
of each building shall be required to prepare
and implement a VMT Reduction Plan that
includes a sufficient selection of CAPCOA Trip
Reduction Programs (T-6 through T-13) to
reduce VMT by at least 22 percent, consistent
with the VMT Mitigation Memorandum
prepared by the City’s Public Works
Department for the proposed project (see
Appendix Q to the EIR). CAPCOA Trip
Reduction Programs T-6 through T-13 include
measures such as implementing a commute
trip reduction program and/or marketing,
providing a rideshare program, implementing a
subsidized or discounted transit program,
City of
Sacramento
Department of
Public Works
City of
Sacramento
Community
Development
Department
Prior to the
certificate of
occupancy for each
on-site industrial
building
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providing end-of-trip bicycle facilities, providing
employer-sponsored vanpool, pricing
workplace housing, and implementing
employee parking cash-out. The VMT
Reduction Plan shall be submitted to the City’s
Department of Public Works and Community
Development Department for review and
approval.

4.13 Tribal Cultural Resources

4.13-1 Cause a substantial
adverse change in the
significance of a tribal
cultural resource, defined
in PRC Section 21074.

4.13-1(a)Conduct Cultural Resources Sensitivity
and Awareness Training Prior to GroundDisturbing Activities The City shall require the applicant/contractor
to provide a tribal cultural resources sensitivity
and awareness training program (Worker
Environmental Awareness Program [WEAP])
for all personnel involved in project
construction, including field consultants and
construction workers. The WEAP will be
developed in coordination with culturally
affiliated Native American tribes. The WEAP
shall be conducted before any project-related
construction activities begin at the project site.

The WEAP will include relevant information
regarding sensitive tribal cultural resources,
including applicable regulations, protocols for
avoidance, and consequences of violating
State laws and regulations.

The WEAP will also describe appropriate
avoidance and impact minimization measures
for tribal cultural resources that could be
located at the project site and will outline what
City of
Sacramento
Community
Development
Department
Before any projectrelated construction
activities begin at
the project site
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to do and who to contact if any potential tribal
cultural resources are encountered. The
WEAP will emphasize the requirement for
confidentiality and culturally appropriate
treatment of any discovery of significance to
Native Americans and will discuss appropriate
behaviors and responsive actions, consistent
with Native American tribal values.

4.13-1(b)In the Event that Tribal Cultural Resources
are Discovered During Construction,
Implement Procedures to Evaluate Tribal
Cultural Resources and Implement
Avoidance and Minimization Measures to
Avoid Significant Impact.

If tribal cultural resources (such as structural
features, unusual amounts of bone or shell,
artifacts, or human remains) are encountered
at the project site during construction, work
shall be suspended within 100 feet of the find
(based on the apparent distribution of cultural
materials), and the construction contractor
shall immediately notify the project’s City
representative. Avoidance and preservation in
place is the preferred manner of mitigating
impacts to tribal cultural resources. This will be
accomplished, if feasible, by several
alternative means, including:
• Planning construction to avoid tribal
cultural resources, archaeological
sites and/or other cultural resources;
incorporating cultural resources within
City of
Sacramento
Community
Development
Department
Culturally
affiliated
Native
American
tribes and
other
appropriate
agencies
During construction
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parks, green-space or other open
space; covering archaeological
resources; deeding a cultural resource
to a permanent conservation
easement; or other preservation and
protection methods agreeable to
consulting parties and regulatory
authorities with jurisdiction over the
activity.
• Recommendations for avoidance of
tribal cultural resources will be
reviewed by the City representative,
interested culturally affiliated Native
American tribes and other appropriate
agencies, in light of factors such as
costs, logistics, feasibility, design,
technology and social, cultural and
environmental considerations, and the
extent to which avoidance is
consistent with project objectives.

Avoidance and design alternatives
may include realignment within the
project site to avoid tribal cultural
resources, modification of the design
to eliminate or reduce impacts to tribal
cultural resources or modification or
realignment to avoid highly significant
features within a cultural resource or
tribal cultural resource.
• Native American representatives from
interested culturally affiliated Native
American tribes will be notified to
review and comment on these
analyses and shall have the
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opportunity to meet with the City
representative and its representatives
who have technical expertise to
identify and recommend feasible
avoidance and design alternatives, so
that appropriate and feasible
avoidance and design alternatives can
be identified.
• If the discovered tribal cultural
resource can be avoided, the
construction contractor(s), will install
protective fencing outside the site
boundary, including a 100-foot buffer
area, before construction restarts. The
boundary of a tribal cultural resource
will be determined in consultation with
interested culturally affiliated Native
American tribes and tribes will be
notified to monitor the installation of
fencing. Use of temporary and
permanent forms of protective fencing
will be determined in consultation with
Native American representatives from
interested culturally affiliated Native
American tribes.
• The construction contractor(s) will
maintain the protective fencing
throughout construction to avoid the
site during all remaining phases of
construction. The area will be
demarcated as an “Environmentally
Sensitive Area”.

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If a tribal cultural resource cannot be avoided,
the following performance standard shall be
met prior to continuance of construction and
associated activities that may result in damage
to or destruction of tribal cultural resources:
• Each resource will be evaluated for
California Register of Historical
Resources- (CRHR) eligibility through
application of established eligibility
criteria (California Code of Regulations
15064.636), in consultation with
consulting Native American tribes, as
applicable.

If a tribal cultural resource is determined to be
eligible for listing in the CRHR, the City will
avoid damaging effects to the resource in
accordance with California PRC Section
21084.3, if feasible. The City shall coordinate
the investigation of the find with a qualified
archaeologist (meeting the Secretary of the
Interior’s Professional Qualifications
Standards for Archeology) approved by the
City and with interested culturally affiliated
Native American tribes that respond to the
City’s notification. As part of the site
investigation and resource assessment, the
City and the archaeologist shall consult with
interested culturally affiliated Native American
tribes to assess the significance of the find,
make recommendations for further evaluation
and treatment as necessary and provide
proper management recommendations should
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potential impacts to the resources be
determined by the City to be significant. A
written report detailing the site assessment,
coordination activities, and management
recommendations shall be provided to the City
representative by the qualified archaeologist.

These recommendations will be documented
in the project record. For any
recommendations made by interested
culturally affiliated Native American tribes that
are not implemented, a justification for why the
recommendation was not followed will be
provided in the project record.

Native American representatives from
interested culturally affiliated Native American
tribes and the City representative will also
consult to develop measures for long-term
management of any discovered tribal cultural
resources. Consultation will be limited to
actions consistent with the jurisdiction of the
City and taking into account ownership of the
subject property. To the extent that the City
has jurisdiction, routine operation and
maintenance within tribal cultural resources
retaining tribal cultural integrity shall be
consistent with the avoidance and
minimization standards identified in this
mitigation measure.

If the City determines that the project may
cause a significant impact to a tribal cultural
resource, and measures are not otherwise
identified in the consultation process, the
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following are examples of mitigation capable of
avoiding or substantially lessening potential
significant impacts to a tribal cultural resource
or alternatives that would avoid significant
impacts to the resource. These measures may
be considered to avoid or minimize significant
adverse impacts and constitute the standard
by which an impact conclusion of less-than
significant may be reached:
• Avoid and preserve resources in
place, including, but not limited to,
planning construction to avoid the
resources and protect the cultural and
natural context, or planning
greenspace, parks, or other open
space, to incorporate the resources
with culturally appropriate protection
and management criteria.
• Treat the resource with culturally
appropriate dignity taking into account
the Tribal cultural values and meaning
of the resource, including, but not
limited to, the following:
o Protect the cultural character
and integrity of the resource.
o Protect the traditional use of
the resource.
o Protect the confidentiality of
the resource.
o Establish permanent
conservation easements or
other interests in real
property, with culturally
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4.13-1(c)Implement Procedures in the Event of the
Inadvertent Discovery of Native American
Human Remains.

If an inadvertent discovery of human remains
is made at any time during project-related
construction activities or project planning, the
City will implement the procedures listed
above. The following performance standards
shall be met prior to implementing or
continuing actions such as construction, which
may result in damage to or destruction of
human remains. In accordance with the
California Health and Safety Code (HSC), if
human remains are encountered during
ground-disturbing activities, the City shall
immediately halt potentially damaging
excavation in the area of the remains and
notify the Sacramento County Coroner and a
professional archaeologist to determine the
nature of the remains. The Coroner is required
to examine all discoveries of human remains
within 48 hours of receiving notice of a
discovery on private or State lands (HSC
Section 7050.5[b]).

If the human remains are of historic age and
are determined to be not of Native American
City of
Sacramento
Community
Development
Department
Sacramento
County
Coroner
NAHC
If an inadvertent
discovery of human
remains is made at
any time during
project-related
construction
activities or project
planning
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origin, the City will follow the provisions of the
HSC Section 7000 (et seq.) regarding the
disinterment and removal of non-Native
American human remains.

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

RESOLUTION NO.

Adopted by the Sacramento City Council

INTITIATING THE AIRPORT SOUTH INDUSTRIAL ANNEXATION
(REORGANIZATION) (P21-017)
(APNs: 225-0020-023-0000; 225-0020-022-0000; 225-0020-024-0000; 225-0020-033-0000; 225-0020-034-0000; 225-0020-035-0000; 225-0020- 030-0000; 225-0020-026-0000; 225-0020-027-0000; 225-0020-021-0000; 225-0020-016-0000; 225-0020-017-0000; 225-0020-010-0000; 225-0020- 032-0000; 225-0030-024-0000; 225-0030-048-0000; 225-0030-023-0000; 225-0030-045-0000).

BACKGROUND
A. The City Council conducted public hearings on November 18, 2025 & December 2, 2025, and the City Planning and Design Commission conducted a public hearing on June 26, 2025, concerning the above annexation (reorganization), and based on documentary and oral evidence submitted at the public hearing, the Council hereby finds:

1. This action of reorganization is being taken pursuant to the Cortese-KnoxHertzberg Local Government Reorganization Act of 2000 (Government Code Section 56000 et. seq.)

2. This reorganization is the Annexation to City of Sacramento and Detachment from Natomas Fire Protection District, County Service Area (CSA) 1, and Sacramento County Water Agency (Zone 13) A description of the exterior boundaries of the affected territory subject to this reorganization is attached hereto as Exhibits A and B, and incorporated herein by reference

3. The City Council hereby finds and determines that the annexation of Airport South Industrial is in the best interest of the City

4. The reasons for the reorganization are as follows:
a. The affected territory is within the Sphere of Influence of the City. b. The annexation represents a logical and reasonable extension of the City boundaries since it directly abuts the City limits on the eastern project boundary;
c. The annexation does not result in unincorporated land being within the boundaries of another city;
d. The annexation does not preclude what would otherwise be a viable annexation by an adjoining city because the remaining unincorporated area is located such that it could not reasonably be annexed to another city or incorporated as a new city;
e. The annexation does not split lines of assessment or ownership; f. The annexation is consistent with the orderly annexation of territory within the City’s urban service area and is consistent with the City General Plan policy of annexing when providing City services; g. The annexation would facilitate the more efficient provision of municipal services, including compliance with uniform City planning and development standards;
h. The annexation will provide greater protection from inappropriate land uses adjacent to existing land uses that otherwise would be detrimental to the orderly development of the community; i. The annexation is in the interest of public health, safety and welfare, and contributes to the orderly development of the community;
j. The annexation is consistent with the City’s General Plan;

5. The regular County Assessment Roll will be utilized.

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

Section 1. The City Council of the City of Sacramento hereby initiates the reorganization described above, and requests that proceedings be taken for the proposal pursuant to Cortese-Knox-Hertzberg Government Reorganization Act of 2000 (Government Code Section 56700, et al.) Table of Contents:

Exhibit A Airport South Industrial Annexation Boundary Description Exhibit B Airport South Industrial Annexation Map
3909.004
ASI-Annexation Page 1 of 2

EXHIBIT 'A'

LEGAL DESCRIPTION

FOR THE

AIRPORT INDUSTRIAL SOUTH
(ANNEXATION)
A portion of Sections 4 & 5, Township 9 North, Range 4 East, Mount Diablo Baseline and Meridian, also being all of Lots 1 though 8, as shown on the Map entitled “Natomas Elkhorn Subdivision” recorded in Book 15 of Maps, at Page 42, and all of Lots 90 through 92, as shown on the Map entitled “ Natomas Central Subdivision” recorded in Book 16 of Maps, at Page 3, Sacramento County Records, located in the County of Sacramento, State of California, more particularly described as follows:

BEGINNING at a point which is the northwest corner of said Section 4, also being the southwest corner of the City of Limits of the City of Sacramento as described in the Greenbriar Annexation (Reorganization) Resolution No. 2008-055;

1. THENCE North 89°39’24” East, a distance of 2224.34 feet, along the north line of said Section 4, also being on the south line of said City Limits, to the northeast corner of said Lot 92, also being on the City Limits line of the City of Sacramento described in an Ordinance entitled “Natomas Annexation Area No. 1”, filed as Sacramento City Ordinance No. 2295 – Fourth Series;

2. THENCE South 00°34’02” East, a distance of 2289.10 feet, leaving said City Limits of Greenbriar, along a portion of the west line of said City Limits of Natomas Annexation Area No. 1, also being the east line of said Lots 92, 91, and 90, respectively to the southeast corner of said Lot 90;

3. THENCE South 62°36’58” West, a distance of 641.78 feet, leaving said City Limits line, along the boundary line of said Lot 90;

4. THENCE South 89°42’45” West, a distance of 805.34 feet, along the boundary line of said Lot 90;

5. THENCE South 00°18’15” East, a distance of 25.00 feet, along the boundary line of said Lot 90;

6. THENCE South 89°42’45” West, a distance of 853.54 feet to the southwest corner of said Lot 90, also being the southeast corner of said Lot 1;

7. THENCE South 89°45’45” West, a distance of 5297.25 feet, along the south line of said Lots 1 through 8, respectively, to the southwest corner of said Lot 8, also being on the centerline of Power Line Road;

8. THENCE North 00°22’19” West, a distance of 2604.23 feet, along the west line of said Lot 8, also being said centerline, to the northwest corner of said Section 5;

9. THENCE North 89°45’45” East, a distance of 5295.78 feet, along the north line of said Section 5 to the POINT OF BEGINNING.

Containing 447.197 acres, more or less.
3909.004
ASI-Annexation Page 2 of 2
Basis of Bearings for this description is the north line of Section 5, as shown on that certain Subdivision Map No. 96-0447, entitled “Metro Air Park Unit ‘A’”, Book 328 of Maps, at Page 3, in said County. Said line is taken to bear North 89°45’45” East.

September 3, 2025

END OF DESCRIPTION
PREPARED BY WOOD RODGERS, INC.

SACRAMENTO, CALIFORNIA

ORDINANCE NO. 2025 –

ADOPTED BY THE SACRAMENTO CITY COUNCIL
December 2, 2025

AN ORDINANCE RELATING TO THE APPROVAL OF A DEVELOPMENT AGREEMENT FOR THE AIRPORT SOUTH INDUSTRIAL ANNEXATION PROJECT (P21-017) ON PROPERTY LOCATED IN NATOMAS, BETWEEN POWER LINE RD, INTERSTATE 5, EXISTING CITY LIMITS, AND RD1000 DRAINAGE CANAL
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 NP Map Land Holding Company, LLC, a copy of which is attached.

SECTION 2
The City Council enacts this ordinance against the following background:

A. The 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 the 2040 General Plan and site-specific needs because the project has its own associated financing 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 Environmental Impact Report 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
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

DEVELOPMENT AGREEMENT
  
Airport South Industrial Annexation
P21-017

NP MAP LAND HOLDING COMPANY LLC
4696/4690 Bayou Way
Sacramento, CA 95835

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

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

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 Community Plan I. Development Conditions and Airport South Industrial (ASI) Finance Plan 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
E. Land Use and Development Regulations
~ ii ~

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

9. Landowner Obligations
~ iii ~

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

17. Annual Review
A. General Provisions
~ iv ~

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

LIST OF EXHIBITS
~ v ~

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ Exhibit “A” Legal Description of Property
Exhibit “B” Landowner’s Development Plan
Exhibit “C” Special Conditions
Exhibit “D” Assignment and Assumption Agreement
Exhibit “E” ASI Finance Plan
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 -

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

DEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF SACRAMENTO
AND

NP MAP LAND HOLDING COMPANY LLC
This Development Agreement (hereinafter “Agreement”) is made and entered into this ___ day of _____________, 2025, by and between the CITY OF SACRAMENTO, a municipal corporation (hereinafter the “CITY”), and NP MAP LAND HOLDING COMPANY LLC (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. 225-0020-023-0000; 225-0020-022-0000; 225-0020-024-0000; 225- 0020-034-0000; 225-0020-035-0000; 225-0020-030-0000; 225-0020-026-0000; 225-0020-027- 0000; 225-0020-021-0000; 225-0020-016-0000; 225-0020-017-0000; 225-0020-010-0000.

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. - 2 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ 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 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 ASI 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 ASI Finance Plan, and LANDOWNER therefore agrees to develop the Property in a manner consistent with the policies of the General Plan, the NNCP, the ASI Finance Plan and the Special Conditions, provided that LANDOWNER is assured that no subsequent changes in the General Plan, the NNCP, the ASI 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 ASI 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. This Agreement is voluntarily entered into by LANDOWNER in order to assure the implementation of the General Plan, the NNCP and the ASI 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 ASI 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 ASI Financing Plan, the CITY would not approve development of the Property.
- 3 -

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

L. 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.

M. The City Council has reviewed and approved this Agreement. It finds that this Agreement is consistent with the General Plan, the NNCP, the ASI 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.
 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 - 4 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ 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.
 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 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.  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). - 5 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________  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 ASI 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.
 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 ASI 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.  Irrevocable Offer of Dedication: an unconditional and irrevocable offer by LANDOWNER to transfer real property to CITY in accordance with any condition of any land use entitlement applicable to the Property, in the form specified in Exhibit G.  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.
- 6 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________  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.  ASI 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, and as more particularly described in Exhibit E.  ASI Finance Plan Area: the lands within the area covered by the ASI 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.
 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. - 7 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________  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.
 Reimbursement: the reimbursement of monies to a Person who has advanced funds for Infrastructure required for development of the Property, the ASI 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.
 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. - 8 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ 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 (the Lender), have executed and are bound by this Agreement. There is no lender on the property.

3. Term.

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

B. Renewal Options. Subject to the provisions of this subsection, LANDOWNER shall have the right to renew this Agreement on its same terms and conditions, taking into account any amendments hereto mutually agreed upon after the Effective Date. The term of this Agreement shall mean and include the initial term, plus any renewal periods. The specific conditions for exercise of the renewal options are as follows:
(1) On the Exercise Date, LANDOWNER shall not be in default in any material respect under this Agreement, including any amendments hereto. For purposes of this subsection, “Exercise Date” shall mean the date that LANDOWNER or LANDOWNER’s successor in interest gives written notice of intention to exercise the option to renew this Agreement, in accordance with the provisions of section 20 hereof.
(2) The option to renew shall be exercisable by giving CITY written notice of LANDOWNER’s intention to exercise the option on or before the Exercise Date, which notice shall be given not later than thirty (30) 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. - 9 -

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

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.

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.
- 10 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ (1) 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 ASI Finance Plan, and as may be necessary to comply with all applicable legal requirements and policies of CITY pertaining to such reserved discretionary approvals.

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 Special Conditions, such provisions shall govern. No future modification of the Sacramento City Code or any ordinance or regulation which limits the rate of development over time shall be applicable to the Property. However, nothing herein shall be construed to relieve LANDOWNER from any time conditions in any permit or subdivision map approval or to excuse the timely completion of any act which is required to be completed within a time period set by any applicable code or permit provisions.

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

E. Land Use and Development Regulations.
(1) Subject to the Special Conditions specified in Exhibit C, development of the Property shall be subject to the Land Use and Development Regulations applicable to such development on the Effective Date.
(2) Except as otherwise provided in this Agreement, to the extent any future changes in Land Use and Development Regulations adopted by CITY purport to be applicable to the Property but are inconsistent with the terms and conditions of this Agreement, including subsection 5E(1) above, the terms and conditions of this Agreement shall prevail, unless the parties or their successors in interest mutually agree to amend or modify this Agreement in accordance with the provisions for modification hereinafter set forth.
(3) To the extent that any future changes in the Land Use and Development Regulations adopted by CITY are applicable to the Property and are not inconsistent with the terms and conditions of this Agreement or are otherwise made applicable - 11 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ 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 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 - 12 -

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

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 - 13 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ 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;
(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; 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 ASI Finance Plan. The ASI Finance Plan establishes a method for financing of required Infrastructure and public facilities through a combination of land - 14 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ transfers, dedications and contributions, fees, assessment districts, community facilities districts and other sources, so that the land within the ASI Finance Plan Area pays for its share of the cost of such Infrastructure and facilities. The plan also recognizes that there are plan area costs 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 costs on a fair share basis. LANDOWNER shall participate in the ASI 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 assessments, special taxes, and other development fees and exactions set forth therein.

Without limiting the foregoing, applications for special permits, subdivision maps, or other land use entitlements and building permits may be made subject to LANDOWNER’s participation in and compliance with the plan. Failure to so participate shall be an event of default to which the default provisions of this Agreement and the Procedural Ordinance shall apply. For purposes of this Agreement “participate” and “participation” shall mean payment of all monies required by virtue of the ASI 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 ASI 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 ASI 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 ASI Finance Plan, and to the extent that any required real property has been transferred to CITY, or has been obtained by CITY through its power of eminent domain, which CITY - 15 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ 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 ASI 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 funding requirements specified in the ASI Finance Plan.

C. 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;
- 16 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ (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 intract improvements, including but not limited to formation of assessment districts or similar financing mechanisms, where such alternatives are contemplated by the ASI Finance Plan, including any amendments thereto. Provided, however, that CITY reserves its discretion to condition use of any such alternatives on satisfaction of performance preconditions (including but not limited to drainage capacity), and to consider underwriting considerations and criteria, together with the manner in which such alternatives further the overall implementation of the ASI 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 ASI 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 ASI Finance Plan, LANDOWNER’s participation obligations set forth hereunder (including but not limited to Exhibit C), in the ASI 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 4 of the ASI Finance Plan, where LANDOWNER has provided advance funding for public Infrastructure required by the ASI Finance Plan or has constructed such Infrastructure under the direction and - 17 -

FOR CITY CLERK USE ONLY
Ordinance No.______________________
City Agreement No.______________________ Date Adopted:______________________ 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.
(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 ASI Finance Plan, in excess of or beyond those required for development of the Property, or, where required by the ASI Finance Plan, to make dedications, provide mitigation or incur costs in connection with public improvements or the planning of the ASI 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 ASI 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 ASI 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 ASI Finance Plan, and any associated documents or studies.
- 18 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ (3) Reimbursement of Planning, Engineering and Staff Costs. In accordance with the provisions of the ASI 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 ASI Finance Plan 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 ASI Finance Plan, and which relate to development of the ASI Finance Plan Area, the general form of the Development Agreement, and all related documents. The fee shall be spread across lands within the ASI Finance Plan 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 CITY’s acceptance of an application for the first discretionary entitlement for the land as to which an application has been filed with CITY.

9. LANDOWNER Obligations.

A. Transfer of Land to CITY. As set forth elsewhere in this Agreement, LANDOWNER has agreed to transfer lands needed for Infrastructure or public facilities to CITY, or to such other public agency as is appropriate. 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 the ASI 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 - 19 -

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

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

C. Transportation Management Association. Notwithstanding anything herein to the contrary, LANDOWNER shall form a transportation management association, or join an existing association, that encompasses all of the Property and imposes an annual fee assessment to fund the association’s operations and services. Formation of the association and the initiation of proceedings to establish a community facilities district or similar benefit assessment district to fund the association operations and services shall occur prior to approval of the first final map or issuance of the first building permit, and the protest waiver set out in Exhibit F shall apply to the creation of that district. The transportation management association shall be charged with the obligation to implement transportation system management measures to achieve a reduction in vehicular trips by employees and residents within the Project. The transportation management association articles of incorporation, bylaws, fee assessment, annual budget and transportation system management measures shall be subject to CITY approval. The transportation system management measures funded by the association may include paying for a portion of the net operating costs for the light rail system and other transit services provided by the Sacramento Regional Transit District that serve the Property.

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 - 20 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ 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 anything to the contrary in the judgment or order.
(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, - 21 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ 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.
(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 11.A(1) and 11.A(2) above shall apply.
- 22 -

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

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 - 23 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ 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, 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 ASI Finance Plan 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 - 24 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ 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 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.
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FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ 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 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 - 26 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ 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 ASI Financing Plan or any of the measures implementing said plan, and shall have the effect as set forth in section 18C.

B. 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, 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
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FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ Notice to the LANDOWNER: NP MAP LAND HOLDING COMPANY LLC Attn: Nathaniel Hagedorn
3315 N OAK TRAFFICWAY
KANSAS CITY, MO 64116
with copies to:

NorthPoint Development
Attn: Austin Dowling
3316 No Oak Trafficway
Kansas City, MO 64116
Notice to Lender: _____________________________
_____________________________
_____________________________
_____________________________
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.
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FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________

24. Provisions Relating to Lenders.

A. Lender Rights and Obligations.
(1) Prior to Lender Possession. No Lender shall have any obligation or duty under this Agreement to construct or complete the construction of improvements, or to guarantee such construction or completion, and shall not be obligated to pay any fees or charges which are liabilities of LANDOWNER or LANDOWNER’s successors in interest, but shall otherwise be bound by all of the terms and conditions of this Agreement, which pertains to the Property or such portion thereof in which it holds an interest. Nothing in this section shall be construed to grant to a Lender rights beyond those of LANDOWNER hereunder, or to limit any remedy CITY has hereunder in the event of default by LANDOWNER, including but not limited to termination and/or refusal to grant entitlements with respect to the Property. (2) Lender in Possession. A Lender who comes into possession of the Property, or any portion thereof, pursuant to foreclosure of a mortgage or deed of trust, or a deed in lieu of foreclosure, shall not be obligated to pay any fees or charges which are obligations of LANDOWNER, and which remain unpaid as of the date such Lender takes possession of the Property or portion thereof. Provided, however, that a Lender shall not be eligible to apply for or receive entitlements with respect to the Property, or otherwise be entitled to develop the Property or devote the Property to any uses or to construct any improvements thereon other than the development contemplated or authorized by this Agreement and subject to all of the terms and conditions hereof, including payment of all fees (delinquent, current and accruing in the future) and charges, and assumption of all obligations of LANDOWNER 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. - 29 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ C. Lender’s Right to Cure. Each Lender shall have the right (but not the obligation) during the same period of time available to LANDOWNER to cure or remedy, on behalf of LANDOWNER, the default claimed or the areas of non-compliance set forth in CITY’s notice. Such action shall not entitle a Lender to develop the property or otherwise partake of any benefits of this Agreement unless such Lender shall assume and perform all obligations of LANDOWNER hereunder.

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

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

26. Construction. All parties have had the opportunity to be represented by legal counsel of their own choice in the preparation of this Development Agreement and no presumption or rule that “an ambiguity shall be construed against a drafting party” shall apply to the interpretation or 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.
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FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________

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:

A Legal Description of the Property
B Landowner’s Development Plan
C Special Conditions
D Assignment and Assumption Agreement
E ASI Finance Plan
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 ‹‹‹
- 31 -

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

NP MAP LAND HOLDING COMPANY LLC
By: NPD Management, LLC, its Manager
________________________________
Signature
Nathaniel Hagedorn
Print Name
Manager
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)
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)
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.

Exhibits
Exhibit A: Description of Landowner's Property
Exhibits
Exhibit A (continued)
Exhibits
Exhibit A (continued)
Exhibits
Exhibit A (continued)
Exhibits

EXHIBIT B
LANDOWNER’S DEVELOPMENT PLAN

SEE ATTACHED
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 Project 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. Consistent with the Habitat Conservation Plan adopted by CITY, where applicable, 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
Exhibits
(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. This obligation may also be met by land dedication and payment of a reduced fee, as established under the NBHCP. The current fee without land dedication 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 SacSewer, 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 an agreement is in fact required.

Exhibits
C. Airport South Industrial North Natomas (ASINN) Fee In addition to the Airport South Industrial (ASI) Fee, which funds backbone infrastructure, public land acquisition, and specific plan entitlement costs, the ASI Finance Plan will also include an “ASINN Fee.” This fee will contribute to various regional and city-wide funds, as detailed below. Per-acre contributions will be included in the adopted ASI Finance Plan, which will specify each component of the ASINN Fee. The fee components listed below correspond to specific fees in the North Natomas Finance Plan and will be adjusted on July 1 of each calendar year by the percentage change in the average of the Engineering-News Record’s San Francisco and 20-Cities Construction Cost Indices (CCIs) for the 12-month period ending in March of the current year unless this percentage change is negative, in which case the fees will be kept at the same level.

1. Fee Components
a. ASINN Transit Fee. The ASINN Transit Fee, set at $1,571 per net acre for the year ending June 30, 2026, shall contribute to transit facilities and programs in a manner determined at the discretion of the City of Sacramento. b. ASINN Fire Facilities Fee. The ASSINN Fire Facilities Fee, set at $5,666 per net acre for the year ending June 30, 2026, shall contribute toward the fire facilities and equipment in a manner determined at the discretion of the City of Sacramento.

D. Transportation Infrastructure Requirements and Phasing

1. A Local Transportation Analysis dated January 30, 2024 and a Fair Share Memorandum dated June 19, 2024 was prepared by DKS Associates. The project’s traffic improvements phasing and fair share analysis memorandum was based on a conceptual buildout scenario that included 3-phases of buildout as identified below:
a. Phase 1
(i) Highway Commercial Parcels 6A, 6B, and 6C (west of Metro Air Parkway)
(ii) Industrial Parcel 1 (west of Metro Air Parkway, north of Airport South Industrial Drive)
b. Phase 2
(i) Highway Commercial Parcels 7A, 7B, and 7C (east of Metro Air Parkway) (ii) Industrial Parcel 2 (west of Metro Air Parkway, south of Airport South Industrial Drive)
c. Phase 3
(i) Remainder of development
Exhibits

2. Phase 1 Improvements – Prior to issuance of any building permits within Phase 1, the following improvements shall be designed and constructed by the Landowner:
a. Onsite Transportation System
(i) The landowner shall construct the extension of Metro Air Parkway from I-5 interchange to Airport South Industrial Drive to the satisfaction of Public Works
(ii) Prior to Improvement Plan submittal to the City, the landowner shall provide a Traffic Signal Design Concept Report (DCR) at the intersection of Metro Air Parkway and Highway Commercial Driveways for review and approval by the City of Sacramento. The DCR shall specifically address any needed signal and intersection phasing and transitions for Metro Air Parkway and other improvements to the satisfaction of the Department of Public Works.
(iii) Abandon South Bayou Way from Power Line Road to Metro Air Parkway.
(iv) Construct Airport South Industrial Drive from Power Line Road to Metro Air Parkway to the satisfaction of Public Works.
(v) Realign South Bayou Way east of Metro Air Parkway as needed to intersect with Metro Air Parkway as the fourth leg of the newly constructed signalized intersection.
b. Offsite Improvements
(i) Off-site Improvements shall include construction of a SB left turn lane on Power Line Road at the intersection of Airport South Industrial Drive.

3. Future Phased Improvements -Prior to issuance of any building permits within Phase 2 or 3, the Landowner shall:
a. Provide an executed agreement with Landowner, City of Sacramento, County of Sacramento, and Caltrans that outlines funding responsibilities and construction commitments for the final stage configuration of the Metro Air Parkway / I-5 Interchange, including improvements directly attributable to the ASI Project per the traffic analysis prepared by DKS Associates dated January 30, 2024.
b. Demonstrate that traffic safety and operational conditions at the Metro Air Parkway/I-5 Interchange remain acceptable, based on ongoing monitoring of queuing lengths and intersection Level of Service in accordance with Caltrans requirements.
c. Demonstrate that the required on-site transportation improvements are designed and constructed to the satisfaction of Public Works, and in accordance with the City of Sacramento Design and Procedures Manual.

Exhibits

4. If the Landowner cannot satisfy the City with all of the said requirements within Item 3 of these Special Conditions, the Landowner shall provide the following prior to issuance of any building permits within Phase 2 or 3:
a. The Landowner shall coordinate with the City, County and Caltrans to modify the ultimate geometric plans for the Metro Air Parkway and I-5 interchange to add the additional westbound left turn at the northbound offramp of the interchange. This shall include updates to all interchange documentation and construction of the additional westbound left turn lane at the northbound offramp of the interchange depending on the timing and construction of the ultimate Metro Air Parkway interchange.
b. Contribute fair share funding per intersection towards signal retiming of the intersections listed below:
(i) Metro Air Parkway and I-5 northbound ramps
(ii) Metro Air Parkway and I-5 southbound ramps
(iii) Del Paso Road and El Centro Road
(iv) Del Paso Road and East Commerce Way
(v) West Elkhorn Blvd and Metro Air Parkway
c. Extend the southbound right turn pocket at Metro Air Parkway and I-5 Southbound Ramps. (interim design).
d. Construct a northbound left turn lane at the intersection of Metro Air Parkway and I-5 Southbound Ramps. (interim design).
e. Extend the northbound left turn lane at Metro Air Parkway and I-5 Northbound ramps intersection. (interim design).

5. In the event that future overall site development is proposed in a different phasing order than the Landowner has proposed above, a new traffic improvements phasing and fair share analysis shall be prepared at the landowner’s expense to determine needed improvements for subsequent phases to the satisfaction of the City of Sacramento.

6. Prior to the issuance of any building permits in Phase 2 or 3, the Landowner may request that the City initiate and prepare a new focused Phasing and Fair Share Local Transportation Analysis, at Landowner’s expense utilizing the City’s On-Call traffic consultants, to examine the timing of the design and construction of the ultimate geometry of interchange construction, taking into consideration any new development and changes from the original traffic baseline assumptions. As an alternative, the Landowner may retain a Professional Traffic Engineering Consultant to prepare the focused Phasing and Fair Share Local Transportation Analysis for review by the City Public Works Department in consultation with the City’s On-Call traffic consultants at the Landowners’ expense. The Landowner is advised to start early and consider the timelines needed to complete this task. Any recommended improvements as a result of such analysis shall be required from the Landowner and reflected in an Amendment to this Development Agreement.

Exhibits

7. Once the project location is annexed into the city limits, the City of Sacramento will include the proposed development and required citywide-serving transportation improvements in the Airport South Industrial (ASI) project in a future update to the Transportation Development Impact Fee (TDIF) Nexus Study for the TDIF program.

Until a new TDIF Nexus Study is completed and approved, the City will reserve any TDIF fees collected from development in the ASI and will not allocate the fees to any improvement identified in the existing TDIF program. When an updated TDIF Nexus Study is adopted, the City will provide reimbursements and/or credits for transportation development impact fees in the ASI development as identified in an updated TDIF Nexus Study.

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 Infrastructure needed to support the project planned for the Property;
b. The extent of participation required of LANDOWNER under the ASI Finance Plan has been secured;
c. The extent to which LANDOWNER has complied with the provisions of the Policy.

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

3. All transfers of land, owned by or under the control of LANDOWNER, which are 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.

Exhibits

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.

Exhibits

EXHIBIT D

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

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

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

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

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

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

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

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

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 ASI 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.

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

By: ______________________________
“ASSIGNEE”
Exhibits

EXHIBIT E

AIRPORT SOUTH INDUSTRIAL FINANCE PLAN
Exhibits

EXHIBIT F
Protest Waiver Provisions Agreed to by LANDOWNER
LANDOWNER understands and agrees that financing of the Infrastructure, public improvements and facilities 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 ASI 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 ASI Finance Plan, or which information or opinions relate to the question of consistency of the financing mechanism with the ASI 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 ASI Finance Plan, as amended; and (ii) directly and significantly conflicts with the ASI nexus study adopted by the City Council in connection with establishment of development fees applicable to the ASI 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.

Exhibits
Without limiting the generality of the foregoing, LANDOWNER for itself, its constituents, successors and assignees specifically, as to the Property, agrees to the following which are adopted by the City Council pursuant to the ASI 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. 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. 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 ASI 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) Exhibits
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.

Exhibits

EXHIBIT G

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

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

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

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

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

Witness ______ hand this _______ day of ___________, 20[ ] By: _________________________ By: _________________________ (ATTACH NOTARY ACKNOWLEDGMENT)
Exhibits

EXHIBIT H

MAP AND CATEGORICAL LISTING

OF LAND AND INFRASTRUCTURE

SEE ATTACHED
ORDINANCE NO. 2025 –

ADOPTED BY THE SACRAMENTO CITY COUNCIL
December 2, 2025

SECTION 1
This Ordinance incorporates, and by this reference makes part hereof, that certain Development Agreement, by and between the City of Sacramento and JTS Engineering Consultants Inc. Profit Sharing PLA, a copy of which is attached.

SECTION 2
The City Council enacts this ordinance against the following background:

A. The 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.

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

Table of Contents:

Exhibit A: Development Agreement
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

DEVELOPMENT AGREEMENT
  
Airport South Industrial Annexation
P21-017

JTS ENGINEERING CONSULTANTS INC PROFIT SHARING PLAN
3990 Bayou Way
Sacramento, CA 95835

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

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

DEVELOPMENT AGREEMENT
Table of Contents

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
E. Land Use and Development Regulations
~ ii ~

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

7. Reconfiguration of Parcels

9. Landowner Obligations
~ iii ~

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

17. Annual Review
A. General Provisions
~ iv ~

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

LIST OF EXHIBITS
~ v ~

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

DEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF SACRAMENTO
AND

JTS ENGINEERING CONSULTANTS INC PROFIT SHARING PLAN
This Development Agreement (hereinafter “Agreement”) is made and entered into this ___ day of _____________, 2025, by and between the CITY OF SACRAMENTO, a municipal corporation (hereinafter the “CITY”), and JTS ENGINEERING CONSULTANTS INC PROFIT SHARING PLAN (hereinafter the “LANDOWNER”).

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 No. 225-0030-023-0000. 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.

L. 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.

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ II. TERMS AND CONDITIONS OF AGREEMENT

3. Term.

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

5. Development of the Property.

B. Discretional Approvals.
- 10 -

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

6. Fees, Charges, Assessments and Taxes.

C. Implementation of the ASI Finance Plan. The ASI Finance Plan establishes a method for financing of required Infrastructure and public facilities through a combination of land - 14 -

8. Infrastructure.

9. LANDOWNER Obligations.

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

10. Litigation/Indemnification.

11. Effect of Subsequent Laws.

13. Legal Actions; Applicable Law; Attorney Fees.

16. Default, Remedies, Termination.

17. Annual Review.
- 25 -

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

18. Termination upon Completion of Development.

Notice to the CITY: City of Sacramento
915 I Street
Sacramento, California, 95814
ATTN: City Manager
- 27 -

FOR CITY CLERK USE ONLY
Ordinance No. ______________________
City Agreement No. ______________________ Date Adopted: ______________________ Notice to the LANDOWNER: JTS ENGINEERING CONSULTANTS INC PROFIT SHARING PLAN 1808 J ST
SACRAMENTO, CA 95811
with copies to:
_____________________________
_____________________________
_____________________________
_____________________________
Notice to Lender: _____________________________
_____________________________
_____________________________
_____________________________
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.

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

24. Provisions Relating to Lenders.

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 - 29 -

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