Sacramento City Council
March 3, 2026

City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2026-00515 3/3/2026
Delta Shores Finance Plan and Development Impact Fee Update [Two-Thirds Vote Required] [Noticed 01/30/2026] [In Lieu of Pass for Publication Ordinance to be Published in its Entirety] File ID: 2026-00515
Location: District 7 and 8
Recommendation: Conduct a public hearing, and upon conclusion, 1) pass a Motion by two-thirds vote to have the Ordinance bypass the Law and Legislation Committee ; 2) adopt a Resolution adopting the updated Delta Shores Finance Plan and Nexus Study Findings; and 3) adopt an Ordinance amending Article X of Sacramento City Code Section 18.56 to replace all references to "Stone Boswell" with "Stone Beetland."
Contact: Jessica Steinhauer, Senior Development Project Manager, (916) 808-8243, [email protected]; Eric Frederick, Special Districts Manager, (916) 808-5129, [email protected]; Department of Finance
Presenter: Jessica Steinhauer, Senior Development Project Manager, (916) 808-8243, [email protected], Department of Finance Attachments:
1-Description/Analysis
2-Background
3-Resolution
4-Exhibit A: Updated Delta Shores Finance Plan
5-Ordinance
Description/Analysis
Issue Detail: On January 13, 2009, the City Council approved the Delta Shores Planned Unit Development (PUD) and the associated Delta Shore Finance Plan (2009 Finance Plan), which identifies the public infrastructure and facilities required for buildout and potential financing mechanisms. The Delta Shores PUD anticipated development of a 782-acre master planned community with a mix of commercial and compact residential development. A development agreement with the master developer (M&H Realty Partners VI, L.P.) (M&H) was also approved in 2009 and describes some of the construction and timing requirements for infrastructure improvements.

File ID: 2026-00515 3/3/2026
On January 10, 2012, the City and M&H entered into the “Cost Sharing Agreement I-5 Interchange and Cosumnes River Boulevard Extension” (Cost Sharing Agreement) (City Contract No. 2012-0059) that describes the timing, funding, construction, and reimbursement terms between the City and M&H related to the funding of the Cosumnes River Boulevard (CRB) Extension and the CRB/I-5 Interchange.

Subsequently, on August 9, 2012, the City Council added chapter 18.38 to the City Code, thereby establishing the Delta Shores Planning Area Regional Infrastructure Fee (Regional Fee), which provides for reimbursing the developer’s costs related to the construction of the I-5 Interchange and Cosumnes River Boulevard extension.

On September 24, 2019, Council approved the updated Delta Shores Finance Plan (2019 Finance Plan) and established the associated Delta Shores Impact Fee (DSIF), whereby the City would collect fees from developers of new construction projects in the Delta Shores development to help pay for public facilities and infrastructure that will be needed as a result of the new development. The DSIF includes the I-5 Interchange and CRB Extension as one of the fee components and replaces the Regional Fee established in 2012.

The DSIF is comprised of two sub-areas: Delta Shores and Stone Beetland (previously known as “Stone Boswell”). Because many of the improvements in the 2019 Finance Plan serve both Delta Shores and Stone Beetland, both areas are included in the financing mechanisms included in the 2019 Finance Plan. However, the DSIF creates separate fees for each sub-area because there are certain improvement costs that are applicable to only one of the sub-areas, and therefore the DSIF fee applicable to each sub-area is different. Developers or landowners constructing certain public infrastructure that will be conveyed to the City upon completion in either sub-area are eligible for reimbursements or credits against applicable DSIF components per the 2019 Finance Plan.

The Stone Beetland PUD was approved in 2023 and consists of approximately 141 acres located to the east of the Delta Shores sub-area. It is envisioned that the Stone Beetland PUD will include a mix of single family and multifamily housing and a small amount of mixed-use commercial development.

Changes in land use assumptions, infrastructure needs and costs, and changes in facilities to be funded by the DSIF have necessitated an update to the 2019 Finance Plan, and that update is included as Exhibit A to the attached Resolution (the “Updated Finance Plan”). The purpose of the Updated Finance Plan is to update remaining development, remaining costs, and funding amounts by source. Based on these updates, the DSIF fee components were recalculated to ensure the required amount of DSIF funding is achieved. This Updated Finance Plan includes updates to land use assumptions, as well as to infrastructure and facility improvement costs based on actual costs of completed infrastructure and updated estimates for remaining infrastructure and facilities. In certain cases, Delta Shores infrastructure and facility requirements include the construction or advance-

File ID: 2026-00515 3/3/2026
funding of improvements that also serve Stone Beetland. This Updated Finance Plan therefore also considers funding and reimbursement obligations associated with the Stone Beetland site as part of an overall update to the development and infrastructure funding strategy for Delta Shores.

Major changes from the 2019 Finance Plan include reallocating DSIF credits (except roads and sewer) solely to Delta Shores, while road and sewer credits remain shared with Stone Beetland.

Trails will be funded through the DSIF program, with Stone Beetland’s trail costs added. However, Stone Beetland will independently fund regional parks, storm drainage, open space, and transit improvements outside of the DSIF program so costs for those facilities are not included in calculating the amount of the proposed DSIF. Sewer costs have increased and will be covered by the DSIF program, and both areas are exempt from paying City Sewer Development Fees.

The increased costs of remaining fee-funded improvements and facilities have led to a higher overall fee amount in the Delta Shores sub-area compared to the most recent annual update in 2025. For example, the total Delta Shores sub-area fees are proposed to increase by $2,300 per unit for Low Density Residential Units and $1,242 per unit for High Density Residential units. This increase is primarily due to inflation adjustments in the outstanding fee credits obligation, the addition of sewer facilities as fee-funded infrastructure, and rising costs of remaining fee-funded public facilities.

However, increases were partially offset by a decrease in the Regional Infrastructure component due to periodic partial redemption of the regional infrastructure credit. A full summary of the revised Delta Shores sub-area fees for all land uses is provided in Table 1-5 of the attached Updated Finance Plan.

For the Stone Beetland sub-area, the Regional Infrastructure fee component is charged on a “per- acre” basis and is collected prior to final map approval as outlined in the Cost Sharing Agreement.

Similar to the Delta Shores sub-area, the Stone Beetland sub-area Regional Infrastructure fee decreased from the amounts currently in effect due to periodic partial redemption of the regional infrastructure credit. For example, the Regional Infrastructure fees are proposed to decrease by $31,038 per acre for Low Density Residential land and by $29,851 per acre for High Density Residential units.

The Backbone Infrastructure and Public Facilities components of the Stone Beetland sub-area are charged on a “per unit” basis. Similar to the Delta Shores sub-area, these components of the fee are proposed to increase from the amounts currently in effect. For example, in total these components of the Stone Beetland sub-area are proposed to increase by $2,488 per unit for Low Density Residential Units and $1,946 per unit for High Density Residential units. A full summary of the revised Stone Beetland sub-area fees for all land uses is provided in Table 1-6 of the attached Updated Finance Plan.

Policy Considerations: The Updated Finance Plan is consistent with the requirements of the Mitigation Fee Act (Government Code section 66000 et seq.), City Code Chapter 18.56, and new requirements for nexus studies established by AB 602.

File ID: 2026-00515 3/3/2026
Economic Impacts: None.

Environmental Considerations:

California Environmental Quality Act (CEQA): Under the CEQA Guidelines, administrative proceedings related to implementation of an impact fee program (an impact fee program being a funding mechanism) without commitment to any specific projects which may result in a potentially significant physical impact to the environment do not constitute a project for purposes of CEQA and are not subject to CEQA review [14 Cal. Code Regs. § 15378(b)(4)]. Infrastructure projects or other public facility projects funded by the DSIF will be evaluated under CEQA before construction is authorized.

The City prepared an environmental impact report (the “EIR”) that evaluated the environmental effects of the Delta Shores project (P06-197). On January 13, 2009, by Resolution No. 2009-0030, the City Council certified the Environmental Impact Report and the Planning and Design Commission later certified the EIR and an addendum for the commercial-development portion of the Delta Shores project (P14-025) on April 16, 2015. By Resolution 2023-0318, City Council adopted the Sustainable Communities Environmental Assessment and Adopted the Mitigation Monitoring and Reporting Program for the Stone Beetland Planned Unit Development (PUD) Project (P21-042) on October 10, 2023.

Sustainability: Not applicable.

Commission/Committee Action: None.

Rationale for Recommendation: The Delta Shores Finance Plan is required to be updated periodically as more recent costs, funding, and land use data are available. Changes in the Delta Shores Finance Plan are re-evaluated within the context of the overall financing strategy to ensure required funding is available when needed. A nexus study is required under the Mitigation Fee Act when a new development impact fee is established or increased.

In regard to the proposed Ordinance, “Stone Beetland” is the same area previously identified as “Stone Boswell” in the 2019 Finance Plan and City Code Chapter 18.56, Article X. The name change reflects the developer’s updated name only; the boundaries and scope of the development area remain unchanged. Amending Article X of Sacramento City Code Section 18.56 to replace all references to "Stone Boswell" with "Stone Beetland" will ensure consistency between the City Code and the Updated Finance Flan.

Financial Considerations: The Updated Finance Plan identifies and provides the estimated cost of regional, backbone infrastructure, other public facilities, and public operation and maintenance services needed to serve new development in the Delta Shores and Stone Beetland areas. The

File ID: 2026-00515 3/3/2026
Updated Finance Plan also identifies the probable funding sources used to pay for the regional infrastructure, backbone infrastructure, and other public facilities.

The DSIF provides a mechanism to ensure that new development pays for the public infrastructure needed because of the effects of new growth. The DSIF framework also includes administrative fees to recoup staff time required to administer the DSIF. Revenues derived from the DSIF will be deposited in a separate fund and there is no impact on the General Fund from implementing the DSIF.

Local Business Enterprise (LBE): Not applicable.

Attachment 2
Background
The Delta Shores project area encompasses approximately 782± acres within the Delta Shores Planned Unit Development. The Delta Shores project is proposed for single- family, multi-family, commercial, mixed use, parks, open space, detention basins, schools, a community center, and a fire station. The Delta Shores project area is generally bounded by Freeport Boulevard to the west, the Sacramento Regional Wastewater Treatment Plant to the south and east, the Stone Beetland property (formerly Stone Boswell) and the Sacramento Job Corps Center to the east, and Meadowview Road to the north.

In 2009, the City Council approved a series of entitlements relating to the development of Delta Shores, including (1) approval of the Delta Shores Planned Unit Development, which envisioned a mix of commercial and residential development and various other entitlements, including a Development Agreement; (2) the original Delta Shores Public Facilities Finance Plan (the 2009 Finance Plan); (3) master and tentative parcel maps; and (4) certification of the project environmental impact report. Since 2009, development in Delta Shores has commenced, with the completion of Phase 1 of development along with key regional and backbone infrastructure components.

The Stone Beetland area, located adjacent to Delta Shores, was previously identified as “Stone Boswell” in earlier finance plan documents. For clarity, the “Stone Beetland” designation refers to the same geographic area that appeared as “Stone Boswell” in the 2019 Finance Plan and in City Code Chapter 18.56, Article X. This change in nomenclature reflects a change in developer name but does not alter the boundaries or scope of the development area.

In 2023, the City approved the Stone Beetland Planned Unit Development (PUD). The planned residential component covers approximately 141 acres and includes about 1,163 units, distributed across low, medium, and high-density housing. The commercial component consists of approximately 78,000 square feet of retail space on a 6.1 acre parcel. The land use plan also incorporates a network of parks and open spaces, along with a Regional Transit station.

Many of the improvements outlined in this Updated Finance Plan will serve both Delta Shores and the adjacent Stone Beetland site. Accordingly, this plan evaluates and allocates infrastructure requirements for both projects where appropriate.

Delta Shore Impact Fee
This Updated Finance Plan presents a strategy for financing required backbone infrastructure and other public facilities serving the proposed land uses within the Delta Shores project area. The Updated Finance Plan includes updated land-use assumptions, backbone infrastructure and public facility costs, and, in certain cases, infrastructure and public-facilities requirements (including the construction or advanced- funding of improvements serving both the Delta Shores project and the Stone Beetland site). The Updated Finance Plan also considers funding and reimbursement obligations associated with the Stone-Beetland site as part of an overall update to the development and infrastructure funding strategy for Delta Shores. The Updated Finance Plan addresses the use of existing fee programs, a plan-area fee program (the DSIF), implementation of a land-secured financing district, and the use of other funding mechanisms to finance the construction of necessary infrastructure and public improvements.

RESOLUTION NO.

Adopted by the Sacramento City Council

__________, 2026

Adopting the Updated Delta Shores Finance Plan and
the Delta Shores Impact Fee

BACKGROUND

A. On January 13, 2009, the City Council conducted a noticed public hearing at which it received and considered evidence concerning the Delta Shores Public Facilities Financing Plan (the “Plan”). At the conclusion of the public hearing, the City Council approved the Plan (Resolution No. 2009-0037).

B. On August 9, 2012, the City Council adopted a Delta Shore Planning Area Regional Infrastructure Fee Ordinance (Ordinance No. 2012-0033); however, the fee has never been charged for any development.

C. On September 24, 2019, the City Council held a public hearing at which it received and considered evidence concerning updates to the Delta Shores Finance Plan. On conclusion of the public hearing, the City Council approved the updated Delta Shores Finance Plan (the “2019 Finance Plan”) and established the associated Delta Shores Impact Fee (the “DSIF”), whereby the City would collect fees from developers of new construction projects in the Delta Shores development to help pay for public facilities and infrastructure that will be needed as a result of the new development. Developers or landowners constructing certain public infrastructure in the Delta Shores project area that will be conveyed to the City upon completion are eligible for reimbursements or credits against applicable Delta Shores Impact Fees per the Finance Plan.

D. The DSIF replaced the Delta Shores Planning Area Regional Infrastructure Fee within the Delta Shores and Stone Beetland (formerly known as Stone Boswell) areas.

E. The 2019 Finance Plan has now been updated (the “Updated Finance Plan,” attached as Exhibit A) to capture increases in construction costs and changes to other non-fee funding sources. These modifications do not impair the purpose of the Delta Shores Planned Unit Development to develop a portion of the area covered by the DSIF and Updated Plan into a master planned community consisting of residential, commercial, and retail uses.

F. The DSIF is to fund infrastructure in the Delta Shores area as identified in the Updated Finance Plan.

2 G. City staff is seeking the City Council’s approval of the Delta Shores Updated Finance Plan, in accordance with the Mitigation Fee Act and AB 602. On March 3, 2026, the City Council conducted a noticed public hearing in accordance with Sacramento City Code section 18.56.115 and the Mitigation Fee Act (Government Code sections 66000–66025) as part of a regularly scheduled meeting of the City Council and received and considered evidence concerning the Updated Finance Plan.

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

Section 1 The recitals set forth in the Background above are true and correct and are incorporated herein by reference as findings.

Section 2 The Updated Delta Shores Finance Plan (“Updated Finance Plan”) and Nexus Study Findings set forth a rational, fair, and equitable method by which the cost of necessary public infrastructure and facilities in the Delta Shores Planned Unit Development (PUD) project (Delta Shores) and the adjacent Stone Beetland PUD project (Stone Beetland) (the Delta Shores Project and the Stone Beetland project are hereafter collectively referred to as the “Combined Projects”) is to be allocated to the various land uses in the Combined Projects.

Section 3 The Updated Finance Plan properly and reasonably allocates the burden of financing public infrastructure and facilities among development projects within the Combined Projects. The burden is allocated in a manner that achieves proper proportionality in light of the impacts that may reasonably be anticipated from those projects.

Section 4 The Updated Finance Plan does all of the following:
(1) Identifies the purpose of the DSIF.
(2) Identifies the use to which the DSIF is to be put.
(3) Demonstrates a reasonable relationship between the DSIF’s use and the type of development project on which the DSIF is imposed.
(4) Demonstrates a reasonable relationship between the need for public infrastructure and facilities and the type of development project on which the DSIF is imposed.
(5) Demonstrates a reasonable relationship between the
amount of the DSIF and the cost of the public facilities or portion of public facilities attributable to particular development projects on which the DSIF is imposed.

3 (6) The findings, conclusions, and methodologies set forth in the Updated Finance Plan are consistent with the Delta Shores Planned Unit Development.
(7) The amount of the DSIF, as provided in the Updated
Finance Plan, has been determined and calculated in a
manner consistent with the Mitigation Fee Act, except for the regional park subcomponent, which is required by a
development agreement.

Section 5. The Updated Finance Plan, attached hereto as Exhibit A, and other supporting data referred to in the Updated Plan are hereby approved and adopted. The amount of the DSIF is hereby established in accordance with the Updated Finance Plan.

Section 6. The 2019 “Updated Delta Shores Finance Plan” is hereby replaced in its entirety by the Updated Finance Plan.

A copy of the Updated Finance Plan will remain on file with the Infrastructure Finance Division of the Department of Finance.

Section 7. The DSIF amounts are to be adjusted annually as provided in the Updated Finance Plan.

Section 8. Exhibit A is part of this resolution.

Table of Contents:

Exhibit A: Updated Delta Shores Finance Plan

Final Report
Delta Shores Finance Plan Update

Prepared for:

City of Sacramento

Prepared by:

Economic & Planning Systems, Inc. (EPS)

March 2026

EPS #232120

Table of Contents
Introduction and Executive Summary ................................................ 1 Overview ........................................................................................... 3 Major Changes from 2019 Finance Plan .................................................. 4 Combined Projects Proposed Land Uses .................................................. 5 Phasing of the Finance Plan .................................................................. 9 Regional Infrastructure, Backbone Infrastructure, and
Public Facilities Costs ........................................................................... 9 Other Development Costs .................................................................. 12 Financing Strategy Summary .............................................................. 13 Organization of the Report ................................................................. 19 Land Uses .................................................................................... 21 Land Uses ........................................................................................ 21 Population and Employment ............................................................... 23 Regional Infrastructure, Backbone Infrastructure, and
Public Facilities Cost ...................................................................... 26 Regional Infrastructure, Backbone Infrastructure, and
Public Facilities ................................................................................. 27 Financing Strategy and Funding Sources .......................................... 40 Financing Strategy and Funding Sources Overview ................................ 40 Detailed Sources of Funding ............................................................... 41 Land-Secured Financing ..................................................................... 45 Phasing and the Financing Strategy ..................................................... 46 Delta Shores Impact Fee Program ................................................... 48 Delta Shores Impact Fee .................................................................... 48 Nexus Study Findings ........................................................................ 55

Development Feasibility ................................................................. 61 Description of Static Feasibility Analyses .............................................. 61 Total Infrastructure Cost Burden ......................................................... 61 Taxes and Assessments Feasibility Analysis .......................................... 63 Implementation and Administration ................................................ 70 Finance Plan Implementation .............................................................. 70 Finance Program Administration .......................................................... 70 Changes in the CIP and Finance Programs ............................................ 70 Annual Inflation Adjustment ............................................................... 71 Reimbursements and Fee Credits ........................................................ 72

Appendices
Appendix A: Capital Improvement Plan
Appendix B: Infrastructure Cost Allocation
Appendix C: Fee Program Revenues
Appendix D: Backbone Infrastructure and Public Facilities Nexus Findings Appendix E: Delta Shores Development Agreement
Appendix F: Delta Shores Credit and Reimbursement Agreement

List of Map, Tables, and Exhibits
Map 1-1. Delta Shores Financing Plan—Regional Location .......................... 2

Table 1-1. Land Use Summary—Buildout Development ............................... 6 Table 1-2. Land Use Summary—Remaining Development ............................ 8 Table 1-3. Summary of Estimated Remaining Finance Plan Facilities Costs... 10 Table 1-4. Estimated Remaining Finance Plan Facilities Costs and Sources of Funding .............................................................. 15 Table 1-5. Delta Shores Impact Fee Summary—Delta Shores Subarea ........ 17 Table 1-6. Delta Shores Impact Fee Summary—Stone Beetland Subarea..... 18

Table 2-1. Land Use Plan: Delta Shores .................................................. 22 Table 2-2. Land Use Plan: Stone Beetland .............................................. 24 Table 2-3. Estimated Combined Projects Population and Employees ........... 25

Exhibit 3-1. Delta Shores Trails System .................................................... 35 Exhibit 3-2. Stone Beetland Trails System ................................................ 36

Table 5-1. Delta Shores and Stone Beetland Impact Fee Cost Allocation Summary ........................................................................... 54

Table 6-1. Cost Burden: Delta Shores (2 pages) ...................................... 64 Table 6-2. Cost Burden: Stone Beetland (2 pages) ................................... 66 Table 6-3. Test of 2 Percent Sales Price—Market-Rate Units ...................... 68

Delta Shores Finance Plan Update
March 2026
Economic & Planning Systems, Inc. (EPS) 1
Introduction and Executive Summary
This 2025 Delta Shores Finance Plan Update (Finance Plan) presents a strategy to finance public infrastructure and facilities needed to accommodate development of the proposed land uses in the Delta Shores Planned Unit Development (PUD) project (Delta Shores) and the adjacent Stone Beetland PUD project (Stone Beetland) in the City of Sacramento (City). Map 1-1 shows the regional location of Delta Shores and Stone Beetland.

Because many of the improvements in the Finance Plan serve both Delta Shores and Stone Beetland, both areas are included in the financing mechanisms presented in this Finance Plan. Delta Shores and Stone Beetland are collectively referred to as the Combined Projects.

The original Delta Shores Finance Plan was completed in January 2009 (2009 Finance Plan), and a subsequent Finance Plan update was prepared in September 2019 (2019 Finance Plan). This Finance Plan updates the 2019 Finance Plan.

Since completion of the original 2009 Finance Plan, a significant amount of development has occurred in Delta Shores and key infrastructure components have been constructed.

This Finance Plan includes updates to land use assumptions, as well as to infrastructure and facility improvement costs, based on actual costs of completed infrastructure and updated estimates for remaining infrastructure and facilities.

In certain cases, Delta Shores infrastructure and facility requirements include the construction or advance-funding of improvements that also serve Stone Beetland. This Finance Plan therefore also considers funding and reimbursement obligations associated with the Stone Beetland site as part of an overall update to the development and infrastructure funding strategy for Delta Shores.

The Finance Plan includes the use of existing City, regional, and plan area fee programs, a land-secured financing district, and other funding mechanisms to finance improvements. Two major infrastructure and public facilities funding sources, the Delta Shores Impact Fee Program and the Delta Shores Community Facilities District No. 2019-1 (CFD 2019-01), have been established since adoption of the 2019 Finance Plan.

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Map 1-1
Delta Shores Finance Plan Update
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Overview
Economic & Planning Systems, Inc. (EPS) prepared this Finance Plan to update the infrastructure and facility funding strategy for Delta Shores. Since the original 2009 Finance Plan was prepared, the City processed a series of entitlements relating to development of Delta Shores and Stone Beetland, including the following approvals:
• Approval of the Delta Shores PUD in 2009. The Delta Shores PUD anticipated development of a 782-acre master planned community. The PUD was envisioned as a mix of commercial development and a compact residential community. • Certification of the Delta Shores Environmental Impact Report (EIR) in 2009. • Approval of the 2009 Delta Shores Development Agreement (Development Agreement), which established rights and obligations of the City and master developer regarding development at Delta Shores. The Development Agreement is considered the master document and describes some of the construction timing requirements for infrastructure improvements.
• Since the Development Agreement was approved, four Development Agreement amendments have been adopted. The first amendment to the Development Agreement added mitigation measures relating to toxic air contaminants emitted by motor vehicles on the I-5 freeway. The second amendment clarified the use of library fees and the landowner obligation for the regional park funding. The third amendment replaced the inclusionary housing requirements with a mixed income housing strategy. The fourth amendment updated the parkland dedication requirements, modified the trails system (removing some improvements and adding others), added the connector roadway improvement to connect 24th Street to the Meadowview 102 site, and moved the water tank site offsite to the Meadowview 102 property. This Finance Plan reflects all of the changes resulting from the fourth amendment.
• Approval of the 2012 Cost Sharing Agreement—I-5 Interchange & Cosumnes River Boulevard (CRB) Extension (CRB Funding Agreement) that describes the timing, funding, construction, and reimbursement terms between the City and the Delta Shores master developer related to funding the CRB Extension and CRB/I-5 Interchange. The Finance Plan refers to the agreement for the terms of construction for these facilities.
• Approval of the Delta Shores Acquisition, Reimbursement, and Credit Agreement between the City and M&H Realty Partners VI, L.P. in 2020. • Approval of the Stone Beetland PUD in 2023. The Stone Beetland PUD consists of approximately 141 acres and is envisioned to include a mix of single family and multifamily housing on 73 acres and a smaller amount of mixed-use commercial development on 6 acres.

Delta Shores Finance Plan Update
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Economic & Planning Systems, Inc. (EPS) 4
In addition, two major Delta Shores funding sources have been implemented in recent years as summarized below:
• The Delta Shores Impact Fee Program proposed in the 2019 Finance Plan was approved and implemented in 2019. This plan area fee program includes impact fees for Delta Shores and Stone Beetland and is detailed in Chapter 5. • CFD 2019-01 was established in 2019 to fund infrastructure and public facilities in Delta Shores.

The purposes of the current Finance Plan are to update remaining development, remaining costs, and funding amounts by source. Based on these updates, the Delta Shores Impact Fee Program fees will be recalculated to ensure the required amount of Delta Shores Impact Fee Program funding is achieved.

Major Changes From 2019 Finance Plan
As summarized above and detailed further in the remainder of this report, several changes have been incorporated into the Finance Plan to reflect development that has occurred, infrastructure changes, current Delta Shores Impact Fee Program fund balances and outstanding credits, and funding source changes. The major changes are listed in the table on the next page.

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Combined Projects Proposed Land Uses
Many of the improvements considered in this Finance Plan serve both Delta Shores and Stone Beetland. This Finance Plan therefore evaluates and assigns infrastructure requirements to both projects, where appropriate.

The Combined Projects are planned for approximately 5,960 residential units and

1.5 million building square feet of commercial space at buildout. Table 1-1 shows the total planned developable acres, residential units, and commercial building square feet by type of land use.
2025 Finance Plan Changes from 2019 Finance Plan
• Remaining development, remaining costs, and Delta Shores Impact Fee Program credits and fund balances updated.
- Development and fund balances as of 7/1/25.
- Costs in 2025 dollars.
- Credits as of 12/1/25.
• Costs for completed items removed.
• Outstanding Delta Shores Impact Fee Program credits for all improvements except roads and sewer allocated to Delta Shores only.
- Credits for roads and sewer improvements continue to be allocated to Delta Shores and Stone Beetland.
• All trails costs to be funded through Delta Shores Impact Fee Program. • Stone Beetland trails improvements and costs added.
• Swainson's Hawk component removed from Delta Shores Impact Fee Program. - Credits for completed Delta Shores mitigation spread to other public facilities (excluding Regional Park) in proportion to remaining costs by facility. - Stone Beetland to fund Swainson's Hawk mitigation independently rather than through Delta Shores Impact Fee Program.
• Stone Beetland will not have Delta Shores Impact Fee Program components for regional park, storm drainage, open space, and transit. Stone Beetland will independently fund these improvements as required by City. • Sewer improvements added and costs increased.
- All sewer costs assumed to be funded through Delta Shores Impact Fee Program (excluding those attributable to other areas).
- Delta Shores and Stone Beetland will be exempt from paying City Sewer Development Fee.

Table 1-1
Delta Shores Public Facilities Financing Plan - 2025 Update Land Use Summary - Buildout Development
Land Use Acres Units Sq. Ft. Acres Units Sq. Ft. Acres Units Sq. Ft.

Developable Land Uses
Residential
LDR 136.9 635 - 30.2 190 - 167.1 825 -
MDR 190.1 2,076 - 25.0 262 - 215.1 2,338 -
HDR 69.3 1,927 - 17.9 711 - 87.2 2,638 -
Mixed Use [1] 5.5 159 - 0.0 - - 5.5 159 -
Subtotal Residential 401.8 4,797 - 73.1 1,163 - 474.9 5,960 - Commercial
Mixed Use Town Center 14.5 - 161,000 0.0 - - 14.5 161,000 Village/Regional Center 121.7 - 1,274,736 0.0 - - 121.7 - 1,274,736 Corner Retail 5.5 - 30,000 0.0 - - 5.5 - 30,000
Commercial Mixed Use - - - 6.1 - 78,000 6.1 - 78,000
Subtotal Commercial 141.6 - 1,465,736 6.1 - 78,000 147.7 - 1,543,736 Total Developable 543.4 4,797 1,465,736 79.2 1,163 78,000 622.6 5,960 1,543,736 Non-Developable Land Uses 242.7 - - 61.5 - - 304.2 - -
Total Land Uses 786.2 4,797 1,465,736 140.7 1,163 78,000 926.9 5,960 1,543,736 [1] Mixed Use Residential acres estimated using density assumption; Mixed Use Town Center acres reduced by estimated Mixed Use Residential acres.

Delta Shores Stone Beetland Combined Projects
Source: City of Sacramento; EPS.

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A significant amount of commercial development, and a small amount of residential development has already occurred. Remaining development in the Combined Projects will add approximately 5,700 residential units and 628,000 building square feet of commercial space to the City. Table 1-2 shows the remaining acres, residential units, and commercial building square feet by type of land use.

Delta Shores
In 1983, the City approved the Delta Shores PUD, which was intended for predominately employment-generating uses and limited residential development.

The Delta Shores master developer amended the PUD in January 2009 to enable development of a 786-acre master-planned community, envisioned as a compact residential community, with a Regional Village Center and two neighborhood-serving retail areas. The Delta Shores land use plan also includes a system of parks, trails, and open space.

Table 2-1 in Chapter 2 shows the developable and nondevelopable land uses proposed for Delta Shores, as well as the amount of development that has already occurred and the projected remaining development.

Since 2009, there has been a significant amount of commercial development in Delta Shores, including approximately 915,000 square feet of the planned 1.5 million square feet at buildout. In addition, 265 single-family dwelling units were constructed through June 2025. Regional and backbone infrastructure has also been completed in concert with commercial and residential development. Infrastructure constructed includes the CRB Extension and CRB/I-5 Interchange and associated water transmission facilities; Delta Shores Circle South and North roadways and associated utilities; and, many of the required backbone sewer and drainage improvements, including backbone conveyance from the west side to the east side of I-5 and from the north side to the south side of CRB, water quality ponds, a seasonal wetland preserve area, and associated drainage improvements north of CRB.

Stone Beetland
The Stone Beetland PUD was approved in 2023. The land use plan includes roughly 1,200 residential units, split between low-, medium-, and high-density, and a 6-acre parcel for mixed use retail development. In addition, the Stone Beetland land use plan includes a system of parks and open space, as well as a Regional Transit station.

Table 2-2 in Chapter 2 shows the developable and nondevelopable land uses proposed for Stone Beetland. Currently, no development has occurred in Stone Beetland.

Table 1-2
Delta Shores Public Facilities Financing Plan - 2025 Update Land Use Summary - Remaining Development
Land Use Acres Units Sq. Ft. Acres Units Sq. Ft. Acres Units Sq. Ft.

Developable Land Uses
Residential
LDR 126.1 585 - 30.2 190 - 156.3 775 -
MDR 170.4 1,861 - 25.0 262 - 195.4 2,123 -
HDR 69.3 1,927 - 17.9 711 - 87.2 2,638 -
Mixed Use [1] 5.5 159 - 0.0 - - 5.5 159 -
Subtotal Residential 371.3 4,532 - 73.1 1,163 - 444.4 5,695 - Commercial
Mixed Use Town Center 14.5 - 161,000 0.0 - - 14.5 161,000 Village/Regional Center 24.7 - 374,700 0.0 - - 24.7 - 374,700 Corner Retail 2.7 - 14,778 0.0 - - 2.7 - 14,778
Commercial Mixed Use 0.0 - - 6.1 - 78,000 6.1 - 78,000
Subtotal Commercial 41.9 - 550,478 6.1 - 78,000 48.0 - 628,478 Total Developable 413.2 4,532 550,478 79.2 1,163 78,000 492.4 5,695 628,478 Non-Developable Land Uses 242.7 - - 61.5 - - 304.2 - -
Total Land Uses 655.9 4,532 550,478 140.7 1,163 78,000 796.6 5,695 628,478 [1] Mixed Use Residential acres estimated using density assumption; Mixed Use Town Center acres reduced by estimated Mixed Use Residential acres.

Combined Projects
Source: City of Sacramento; EPS.

Delta Shores Stone Beetland
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Phasing of the Financ e Plan
The Combined Projects are anticipated to continue to build out over a period of many years in multiple phases. For purposes of the Finance Plan, a buildout scenario is shown. The Development Agreements, Environmental Impact Report (EIR) Mitigation Monitoring Programs, CRB Funding Agreement, and mapping conditions placed on tentative maps will specify the timing requirements for major public improvements as the Combined Projects build out.

Regional Infrastructure, Backbone
Infrastructure, and Public Facilities Costs
Summary
Several distinct categories of infrastructure and facility improvements are needed to accommodate development of the Combined Projects. The Finance Plan describes Regional Infrastructure, Backbone Infrastructure, and Public Facility improvements.

Each of these types of improvements is described further below. “Finance Plan Facilities” as used in this Finance Plan refers collectively to Regional Infrastructure, Backbone Infrastructure, and Public Facilities where a specific distinction is not necessary.

As discussed previously, much of the infrastructure and public facilities required for development of the Combined Projects has already been constructed and funded. This Finance Plan focuses on the remaining improvements, costs, and funding.

Table 1-3 summarizes the remaining improvements and costs required for Delta Shores and Stone Beetland development in 2025 dollars. Table 1-3 contains both original costs, which represent the estimated remaining improvement costs, and adjusted costs.

Adjustments are made for each improvement type that is included in the Delta Shores Impact Fee Program to account for the fee fund balances available to fund improvements (a cost decrease) and the fee credits owed to developers who provided advance funding for improvements that have already been constructed (a cost increase).

Appendix A contains a detailed Capital Improvement Program (CIP) for Regional Infrastructure, Backbone Infrastructure, and certain Public Facilities remaining to be constructed. The costs are generally based on costs in the 2019 Finance Plan and have been updated to 2025 dollars. The costs have also been adjusted to exclude items that have been constructed since 2019. In some cases, new improvements and cost estimates have been provided by the City.

Table 1-3
Delta Shores Public Facilities Financing Plan - 2025 Update Summary of Estimated Remaining Finance Plan Facilities Costs (2025$) Improvement Original Adjusted [1]
Regional Infrastructure [2] $12,920,731 $44,042,029
Backbone Infrastructure [3]
Roads $23,117,918 $28,090,660
Sewer $22,172,757 $23,981,989
Storm Drainage $3,031,476 $11,077,239
Water $5,181,800 $5,181,800
Subtotal Backbone Infrastructure $53,503,951 $68,331,688 Public Facilities [3] [4]
Neighborhood/Community Parks [5] $19,041,036 $19,041,036 Regional Park [6] $4,706,888 $4,706,888
Trails $2,366,230 $3,127,002
Other Citywide Park and Recreation Facilities [7] $9,660,684 $9,660,684 Open Space $6,256,113 $6,470,854
Police Facilities [8] $1,724,106 $1,783,286
Fire Facilities $15,687,315 $16,215,562
Transit $365,665 $378,217
Library $5,598,366 $5,790,530
Schools [9] $44,363,126 $44,363,126
Subtotal Public Facilities $109,769,529 $111,537,185
Total Improvements $176,194,211 $223,910,902
Source: EPS
[1] Costs inc
luded in the Delta Shores Impact Fee Program are adjusted to include fund balances and credits and reimbursements owed. See Table A-1.
[2] Regional infrastructure sized to serve Delta Shores, Stone Beetland, and other development.

Amount on this table is the remaining obligation for Delta Shores and Stone Beetland only. [3] Backbone infrastructure (with the exception of sewer) and public facilities sized to serve Delta Shores and Stone Beetland. Sewer facilities include regional sewer lift station and force main that will serve Delta Shores, Stone Beetland, and other projects. [4] In addition to the public facilities shown, each plan area is responsible for funding its own Swainson's Hawk mitigation.
[5] Assumes Neighborhood and Community Parks cost is equal to payment of City of Sacramento Neighborhood and Community Parks Infrastructure Fee.
[6] Reflects contribution toward site improvements.
[7] Future Citywide facilities to be located in the Combined Projects and financed with Citywide PIF revenue paid by the Combined Projects.
[8] No on-site facilities planned. This cost represents a proportionate contribution from Delta Shores and Stone Beetland to new facilities located off-site. [9] Assumes Schools cost is equal to payment of Sacramento Unified School District impact fees.

Buildout Cost (2025$)
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The cost estimates and allocations are further discussed in Chapter 3 and are subject to revision as better information becomes available. As descriptions of Finance Plan Facilities and associated cost estimates change, the Finance Plan will be updated with the most current information available.

Regional Infrastructure
Development of Delta Shores includes construction of the two major regional roadway infrastructure improvements listed below:
• The CRB Extension, from Freeport Boulevard east to Franklin Boulevard. • CRB/I-5 Interchange.

These roadway improvements were sized to serve not only Delta Shores and Stone Beetland but also existing and other future residents and commuters in the greater Sacramento region. These regional improvements (Regional Infrastructure) were completed as part of the initial phase of Delta Shores development.

The remaining costs in Table 1-3 represent the portion of costs attributable to and still to be funded by Delta Shores and Stone Beetland only and do not include the costs attributed to other areas. The City constructed and funded the improvements, and the Delta Shores master developer paid the City for the portion of the cost attributable to Delta Shores and Stone Beetland.

The original cost in Table 1-3 is equal to the amount Stone Beetland owes to the Delta Shores master developer for its cost obligation of the improvements that the Delta Shores master developer funded. The adjusted cost includes Delta Shores Impact Fee Program credits to cover the Delta Shores cost obligation that was advance-funded.

Backbone Infrastructure
The term Backbone Infrastructure includes most of the essential public service- based items that are underground or on the surface. These items include 4+-lane roads, sewer, drainage, water, and dry utilities. These items exclude the Regional Infrastructure described in the previous section. Backbone Infrastructure is sized to serve numerous individual development projects in the Combined Projects.

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Public Facilities
The term Public Facilities includes the following community facilities and amenities:
• Swainson’s hawk/agriculture land mitigation.
• Parks, including neighborhood and community facilities. • Trails, primarily focusing on off-street facilities.
• Open space corridors.
• Police substation and equipment.
• Fire station and equipment.
• Transit facilities.
• Library facilities, including buildings, furnishings, equipment, and collections. • Schools.

This group of items provides amenities to new development (park facilities and libraries) or houses employees providing services to the new development (police and fire). Note that although “Swainson’s hawk/agricultural land mitigation” is included in the list above, it is not included in the Finance Plan tables because Delta Shores has already funded the required mitigation, and Stone Beetland is going to fund its required mitigation independently rather than through a public funding source. The Delta Shores master developer, however, is owed Delta Shores Impact Fee Program credits or reimbursements for funding the required mitigation. These credits and reimbursements are accounted for in the adjusted cost in Table 1-3 and have been spread to other public facilities in the Delta Shores Impact Fee Program in proportion to the remaining cost for each public facility type.

Other Development Costs
The Regional Infrastructure, Backbone Infrastructure, and Public Facilities cost estimates do not include the costs of in-tract and other subdivision-specific improvements. These improvements, summarized below, are considered subdivision improvements and are not a part of this Finance Plan:
• Frontage improvements include frontage roads, sound walls, and landscape corridors that border a subdivision project. Except for the frontage costs included in any Finance Plan Facilities above, these improvements are funded privately, and the costs of these improvements are not estimated or included in the cost burdens presented in this Finance Plan. These costs typically are considered subdivision costs and are included in a developer’s private financing structure.
• In-tract improvements in a subdivision project include local roads, sewer, water, drainage, erosion control, and dry utilities. These improvements are funded privately, and the costs of these improvements are not estimated or Delta Shores Finance Plan Update
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included in the cost burdens presented in this Finance Plan. The development community considers these costs in their private financing structure as subdivision costs.

Financing Strategy Summary
Purpose
The purpose of the Finance Plan is to recommend the appropriate financing mechanisms to fund the necessary Regional Infrastructure, Backbone Infrastructure, and Public Facilities costs required to serve the Combined Projects.

The selected financing mechanisms are flexible enough to ensure the required improvements are constructed when necessary. The financing mechanisms used will depend on the type and timing of the needed Finance Plan Facility.

Financing Policies
The following objectives and policies shall guide the financing of infrastructure and services in the Combined Projects:
• Identify ways to finance construction of public infrastructure and facilities through public and private financing.
• Assure that new development pays its proportionate share of Regional Infrastructure, Backbone Infrastructure, and Public Facilities improvement costs without rendering development infeasible.
• Use existing City and other agency fee programs to the extent possible. • Establish plan area fee programs to fund all or a portion of major Regional Infrastructure, Backbone Infrastructure, and other Public Facilities not included in existing fee programs.
• Make appropriate use of “pay-as-you-go” mechanisms.
• Make appropriate use of municipal debt–financing mechanisms. • Build in flexibility to allow response to market conditions. • Provide developer funding for appropriate Finance Plan Facilities.

Financing Strategy
A combination of funding sources ultimately will fund the costs of Regional Infrastructure, Backbone Infrastructure, and Public Facilities improvements.

The proposed funding sources for each Regional Infrastructure, Backbone Infrastructure, and Public Facility category at buildout are detailed in Table 1-4 and briefly described below.

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Existing City and Other Agency Impact Fees
The City has adopted a set of development impact fees to finance capital improvements, including the citywide transportation, water, sewer, storm drainage, and park fees. Delta Shores and Stone Beetland development will participate in some of the citywide fee programs and will be exempt from others as summarized below:
• Citywide Transportation Development Impact Fee (TDIF): Through completion of the CRB improvements, Delta Shores satisfied its obligation to provide funding for citywide transportation improvements and thus is exempt from paying the TDIF. Likewise, Stone Beetland will satisfy its obligation for citywide transportation improvements through its required contribution to the CRB improvements and will be exempt from paying the TDIF. • Citywide Water Fee: Delta Shores and Stone Beetland will both be required to participate in the Citywide Water Fee Program.
• Citywide Sewer Fee: Development in both Delta Shores and Stone Beetland is exempt from paying the citywide sewer fee because the required sewer improvements for both areas are being funded through the Delta Shores Impact Fee Program.
• Citywide Storm Drainage Fee: Development in both Delta Shores and Stone Beetland is exempt from paying the citywide storm drainage fee, as Delta Shores is funding its required storm drainage improvements through the Delta Shores Impact Fee Program, and Stone Beetland will privately fund its required storm drainage improvements.
• City Park Impact Fee: Delta Shores and Stone Beetland will be required to participate in the City Park Impact Fee Program. This fee program has two components, a Neighborhood and Community Park Component and a Citywide Park Component. All neighborhood and community parks in the Combined Projects will be funded through the Neighborhood and Community Park Component. All Citywide Park fee revenue generated by development in the Combined Projects will be used to construct future, as yet unidentified, citywide improvements to be located in the Combined Projects. Citywide park improvements benefit not only the Combined Projects but also other areas of the City and include items such as regional parks and community or cultural centers.

Table 1-4
Delta Shores Public Facilities Financing Plan - 2025 Update Estimated Remaining Finance Plan Facilities Costs and Sources of Funding (2025$) Item Delta Shores Stone Beetland Subtotal City
Regional Infrastructure $44,042,029 $31,121,298 $12,920,731 $44,042,029 $0 $0 $0 Backbone Infrastructure
Roads $28,090,660 $22,918,645 $5,172,015 $28,090,660 - - - X Sewer [2] $23,981,989 $15,906,294 $4,733,628 $20,639,922 - - $3,342,067 X Storm Drainage $11,077,239 $11,077,239 - $11,077,239 - - - X Water [3] $5,181,800 - - - $5,181,800 - - X Subtotal Backbone Infrastructure $68,331,688 $49,902,178 $9,905,644 $59,807,821 $5,181,800 $0 $3,342,067 Public Facilities
Neighborhood/Community Parks [4] $19,041,036 - - - $19,041,036 - - X Regional Park $4,706,888 $4,706,888 - $4,706,888 - - - X Trails [5] $3,127,002 $2,516,842 $610,160 $3,127,002 - - - X Other Citywide Park and Recreation Facilities [5] $9,660,684 - - - $9,660,684 - - X Open Space $6,470,854 $6,470,854 - $6,470,854 - - - X Police Facilities $1,783,286 $1,486,386 $296,900 $1,783,286 - - - X
Fire Facilities $16,215,562 $13,457,534 $2,460,281 $15,917,815 - $297,746 - X Transit $378,217 $378,217 - $378,217 - - - X Library $5,790,530 $4,794,319 $996,211 $5,790,530 - - - X Schools $44,363,126 - - - $44,363,126 - -
Subtotal Public Facilities $111,537,184 $33,811,040 $4,363,552 $38,174,592 $73,064,846 $297,746 $0 Total Improvements $223,910,901 $114,834,515 $27,189,927 $142,024,442 $78,246,646 $297,746 $3,342,067 [1] Adjusted to include fund balances and credits and reimbursements owed. See Table 1-3. [2] The Other Areas cost is the cost attributable to Meadowview 102. See Table A-8 for detailed cost distribution between areas (prior to adjustments noted in [1] above). [3]
Assumes transmission main from Franklin to Freeport and 24-inch water main at 24th Street are creditable against City water fee. [4] Neighborhood and community parks cost equal to fee revenue generated by the Neighborhood and Community Parks Impact Fee paid by Delta Shores and Stone Beetland.

Per the City of Sacramento Parks Department, this fee revenue will be used to fund parks in Delta Shores and Stone Beetland only. [5] Per the City of Sacramento Parks Department, all Citywide PIF revenue generated by the Combined Projects will be used to fund citywide improvements located within the Combined Projects boundaries, such as a community center or a cultural center [6] Reflects costs that are eligible for CFD funding. CFD bond proceeds may fund all or a portion of these facility costs.

Buildout Cost
(Adjusted) [1]
Buildout Funding Sources
Delta Shores and Stone Beetland Impact Fee Existing City/ Other Fees Other Areas
Delta Shores
CFD [6]
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The Combined Projects will participate in other regional fee programs for backbone infrastructure and public facilities designed to serve the Combined Projects, such as the Sacramento Area Sewer District and the Sacramento City Unified School District (SCUSD) fee programs.

Plan Area Impact Fee Program
The Finance Plan includes the Delta Shores Impact Fee Program to fund transportation, sewer, drainage, regional park, open space, police, fire, transit, and library facilities not funded through other sources. This fee program includes separate fees for Delta Shores and Stone Beetland, with attendant components and subcomponents based on the Finance Plan Facilities benefiting each site. Table 1-5 summarizes the Delta Shores fees, and Table 1-6 summarizes the Stone Beetland fees.

When Stone Beetland moves forward with development, the City and the developer of the Stone Beetland site may negotiate a development agreement that may, in part, address fees that will provide reimbursement to the Delta Shores master developer for advance-funding Backbone Infrastructure and certain Public Facilities.

Community Facilities District
The 1982 Mello-Roos Community Facilities Act enables cities and other entities to establish a CFD to fund various infrastructure improvements and services by levying an annual special maximum tax on land within the CFD boundaries. The proceeds from a CFD bond sale can be used for direct funding of improvements, to acquire Finance Plan Facilities constructed by the developer(s), to reimburse developers for advance-funding of Finance Plan Facilities, or to pay certain development fees.

Policies regarding oversizing of Finance Plan Facilities are subject to City policies.

In 2019, the Delta Shores Community Facilities District No. 2019-1 (CFD 2019-1) was established to help fund construction or acquisition of Finance Plan Facilities in Delta Shores. The CFD covers approximately 535 acres within Delta Shores and is divided into three improvement areas. The purpose of CFD 2019-1 is to finance specified development fees and public improvements by levying a special tax in each improvement area and issuing bonds backed by the taxes. Stone Beetland may form a separate CFD to help fund construction of public improvements.

Table 1-5
Delta Shores Public Facilities Financing Plan - 2025 Update Delta Shores Impact Fee Summary - Delta Shores Subarea
MU Town Village/ Corner
Component and Subcomponent LDR MDR HDR Mixed Use Center Regional Center Retail Regional Infrastructure Component $6,212 $4,735 $4,621 $4,621 $16.42 $16.42 $16.42 Backbone Infrastructure Component
Roadways Subcomponent $4,574 $3,487 $3,403 $3,403 $12.09 $12.09 $12.09 Sewer Subcomponent $3,732 $3,732 $2,799 $2,799 $1.70 $1.70 $1.70 Storm Drainage Subcomponent $3,362 $2,380 $1,309 $1,259 $4.21 $3.08 $8.52 Subtotal Backbone Infrastructure Component $11,668 $9,599 $7,511 $7,461 $18.00 $16.87 $22.31 Public Facilities Component
Regional Park Subcomponent $1,280 $1,280 $756 $756 $0.00 $0.00 $0.00 Trails Subcomponent $684 $684 $404 $404 $0.00 $0.00 $0.00 Open Space Subcomponent $1,759 $1,759 $1,039 $1,039 $0.00 $0.00 $0.00 Police Subcomponent $363 $363 $214 $214 $0.28 $0.28 $0.28 Fire Subcomponent $3,283 $3,283 $1,939 $1,939 $2.51 $2.51 $2.51 Transit Subcomponent $92 $92 $54 $54 $0.07 $0.07 $0.07
Library Subcomponent $1,303 $1,303 $770 $770 $0.00 $0.00 $0.00 Subtotal Public Facilities $8,764 $8,764 $5,176 $5,176 $2.86 $2.86 $2.86 Subtotal All Components $26,644 $23,098 $17,308 $17,258 $37.28 $36.15 $41.59 Financing Plan Administration and Updates (3% of Total) $799 $693 $519 $518 $1.12 $1.08 $1.25 Total Delta Shores Impact Fee $27,443 $23,791 $17,827 $17,776 $38.40 $37.23 $42.84 Source: EPS.

Delta Shores Subarea
-------------------------- Per Bldg. Sq. Ft. --------------------------- Delta Shores Subarea
Residential Commercial
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Delta Shores Public Facilities Financing Plan - 2025 Update Delta Shores Impact Fee Summary - Stone Beetland Subarea Component and Subcomponent LDR MDR HDR
Regional Infrastructure Component [1] $71,898 $91,285 $337,678 $397,192 Financing Plan Administration and Updates (3%) $2,157 $2,739 $10,130 $11,916 Total Regional Infrastructure Component $74,055 $94,024 $347,808 $409,108 Backbone Infrastructure Component
Per Bldg. Sq. Ft.

Roadways Subcomponent $4,574 $3,487 $3,403 $12.43
Sewer Subcomponent $4,632 $4,632 $3,474 $2.17
Subtotal Backbone Infrastructure Component $9,206 $8,119 $6,877 $14.60 Public Facilities Component
Trails Subcomponent $700 $700 $413 $0.00
Police Subcomponent $318 $318 $188 $0.25
Fire Subcomponent $2,636 $2,636 $1,557 $2.08
Library Subcomponent $1,143 $1,143 $675 $0.00
Subtotal Public Facilities $4,797 $4,797 $2,833 $2.33
Subtotal Backbone Infrastructure and Public Facilities Components $14,003 $12,916 $9,710 $16.93 Financing Plan Administration and Updates (3% of Total) $420 $387 $291 $0.51 Total Backbone Infrastructure and Public Facilities Components $14,423 $13,303 $10,001 $17.44 Source: EPS.
[1] The City intends to collect the Regional Infrastructure co mponent of the Delta Shores Impact Fee at the time of final map approval for the Stone Beetland subarea. The Regional Infrastructu re component is therefore reported on a per acre basis.

Stone Beetland Subarea
-------------------- Per Unit ---------------------
Stone Beetland Subarea
Residential Commercial
Mixed Use
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Private Funding
The master developer has and will continue to advance-fund or construct Regional Infrastructure, Backbone Infrastructure, and Public Facility improvements needed to allow development to continue in the Combined Projects before the collection of sufficient fees or other revenues to fund the infrastructure. The Finance Plan is based on the assumption that fee credits or reimbursements for Finance Plan Facilities otherwise funded by existing fee programs may be available if the master developer funds or constructs fee-funded Finance Plan Facilities.

Other Development Projects
Some Backbone Infrastructure improvements are sized to serve other neighboring communities. The Finance Plan contains an estimate of cost sharing for Backbone Infrastructure and Public Facilities, where appropriate.

Organization of the Report
This report is divided into the following chapters and appendices:
• Chapter 1 includes this Executive Summary.
• Chapter 2 discusses the land uses proposed in Delta Shores and Stone Beetland and contains an estimate for projected population that forms the basis for cost allocation factors used in the Finance Plan. • Chapter 3 describes the Regional Infrastructure, Backbone Infrastructure, and Public Facilities to be funded by the Combined Projects. • Chapter 4 discusses the financing strategy as well as existing and proposed funding sources for Regional Infrastructure, Backbone Infrastructure, and Public Facilities.
• Chapter 5 describes the Delta Shores Impact Fee Program and summarizes the fee updates based on development and cost updates.
• Chapter 6 reviews the overall financial feasibility of the Finance Plan. • Chapter 7 describes the implementation of and ongoing administration procedures for the Finance Plan.
• Appendix A contains the Capital Improvement Plan that details the backbone infrastructure and public facilities costs for Delta Shores and Stone Beetland. • Appendix B details the cost allocations for the improvements included in the Delta Shores Impact Fee Program.
• Appendix C estimates City and regional fee program revenues generated by the Delta Shores and Stone Beetland development.

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• Appendix D contains the required Backbone Infrastructure nexus findings. • Appendix E contains the Delta Shores Development Agreement between the City and the Delta Shores master developer.
• Appendix F contains the Delta Shores Credit and Reimbursement Agreement between the City and the Delta Shores master developer.

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Land Uses
Delta Shores and Stone Beetland encompass roughly 900 acres in South Sacramento, adjacent to the southern boundary of the City limits, within the boundaries of the South Area Community Plan. I-5 runs in a north/south direction and bisects the Delta Shores site, with approximately 120 acres to the west of I-5 and 780 acres east of I-

5. The Town of Freeport is located directly west of Delta Shores.

Land Uses
At buildout, the Combined Projects are planned for almost 6,000 residential units and 1.5 million square feet of commercial space. Over 915,000 square feet of commercial development and 265 residential dwelling units had been constructed through June 2025. As shown in Table 1-2 in Chapter 1, there are approximately 5,700 residential units and 628,000 commercial building square feet remaining to develop in the Combined Projects. Below are more specific descriptions of the land uses in each site.

Delta Shores
In 1983, the City approved the Delta Shores PUD, which was intended for predominately employment -generating uses and limited residential development.

The master developer of Delta Shores has amended the PUD to enable development of a 786-acre master-planned community, envisioned as a compact residential community of 4, 797 residences with a Regional Village Center and two neighborhood-serving retail areas, including a mixed -use Town Center and a Corner Retail area. Table 2-1 shows the developable and nondevelopable land uses proposed for Delta Shores, the development that has occurred, and the estimated remaining development through buildout.

In 2017, the initial phase of Delta Shores development commenced with construction of approximately 900,000 square feet of the of the Regional Village Center, which is planned for a total of approximately 1.27 million square feet of retail and commercial uses at buildout. Since then, approximately one-half of the planned 30,000 square feet of corner retail development has occurred. Residential construction has also begun with the construction of 265 low and medium density units through June 2025.

Table 2-1
Delta Shores Public Facilities Financing Plan - 2025 Update Land Use Plan: Delta Shores
Average
Land Use Density Acres Units Sq. Ft. Acres Units Sq. Ft. Acres Units Sq. Ft.

Developable
Residential du/acre
LDR 4.64 136.89 635 - 10.78 50 - 126.11 585 -
MDR 10.92 190.11 2,076 - 19.69 215 - 170.42 1,861 -
HDR 27.81 69.30 1,927 - - - - 69.30 1,927 -
Mixed Use [1] 26.00 5.50 159 - - - - 5.50 159 -
Subtotal Residential 401.80 4,797 - 30.47 265 - 371.33 4,532 - Commercial FAR
Mixed Use Town Center 0.26 14.47 - 161,000 - - - 14.47 - 161,000 Village/Regional Center 0.24 121.69 - 1,274,736 96.99 - 900,036 24.70 - 374,700 Corner Retail 0.13 5.46 - 30,000 2.77 - 15,222 2.69 - 14,778 Subtotal Commercial 141.62 - 1,465,736 99.76 - 915,258 41.86 - 550,478 Total Developable 543.42 4,797 1,465,736 130.23 265 915,258 413.19 4,532 550,478 Non-Developable
Public/Quasi-Public
Community Center - - - - - - - - -
Fire Safety 2.00 - - - - - 2.00 - -
Sewer Lift Station 0.22 - - - 0.22 - -
Utility-Water - - - - - - - - -
Utility-Electrical Substation 1.00 - - - - - 1.00 - -
Subtotal Public/Quasi-Public 3.22 - - - - - 3.22 - -
Schools
School 1 9.98 - - - - - 9.98 - -
School 2 10.01 - - - - - 10.01 - -
Subtotal Schools 19.99 - - - - - 19.99 - -
Parks and Open Space [2]
Parks 46.15 - - - - - 46.15 - -
Open Space 26.91 - - - - - 26.91 - -
Wetland Restoration 22.94 - - - - - 22.94 - -
Detention 31.70 - - - - - 31.70 - -
Trails 3.58 - - - - - 3.58 - -
Subtotal Parks and Open Space 131.28 - - - - - 131.28 - - Major Streets 88.25 - - - - - 88.25 - -
Total Non-Developable 242.74 - - - - - 242.74 - -
Total Delta Shores Land Uses [3] 786.16 4,797 1,465,736 130.23 265 915,258 655.93 4,532 550,478 Source: City of Sacramento Delta Shores Land Use Information received 10/7/22; EPS. [1] Mixed Use Residential acres estimated using density assumption; Mixed Use Town Center acres reduced by estimated Mixed Use Residential acres. [2] Delta Shores is required to contribute toward development of a regional park, per the Development Agreement, but the regio nal park is planned to be located offsite. [3] Excludes acreage for the Cosumnes River Blvd./I-5 Interchange.

Total Planned Development Total Remaining Development
Delta Shores
Less Total Built (through 6/30/25)
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After accounting for all development that has occurred, planned remaining development includes approximately 550,000 square feet of commercial development and 4,500 residential dwelling units. The remaining commercial development includes the remaining Regional Village Center and Corner Retail development and the Town Center, which is planned for approximately 161,000 square feet of retail and incorporated office uses. The remaining residential development includes a mix of single family and multifamily units.

In addition to the residential and commercial land uses, the Delta Shores land use plan also includes a system of parks, trails, and open space.

Stone Beetland
In 2023, the City approved the Stone Beetland PUD. Planned residential development includes roughly 1,163 residential units, split between low-, medium-, and high- density units. Planned commercial development consists of 78,000 square feet of retail development on a 6.1-acre parcel. Nondevelopable land uses include parks and open space, as well as a 10.4-acre parcel planned for a Regional Transit station.

Table 2-2 shows the Stone Beetland land use plan. Currently, no development has occurred in Stone Beetland.

Population and Employment
At buildout, the Combined Projects are planned for roughly 14,300 residents and 4,400 commercial employees. Table 2-3 shows the estimated total and remaining population and employees for both Delta Shores and Stone Beetland. These projections are based on persons-per-household factors that are commensurate with the City’s projections for the type of housing and commercial products planned in these projects and are consistent with the 2019 Finance Plan assumptions.

The Finance Plan allocates some Finance Plan Facility costs between remaining land uses, based on household sizes that vary by type of unit. The Finance Plan also contains an estimate of Public Facilities needed to serve Delta Shores and Stone Beetland; the size and corresponding costs for these estimates are based on demand generated by the remaining Finance Plan population in the Combined Projects.

Table 2-2
Delta Shores Public Facilities Financing Plan - 2025 Update Land Use Plan: Stone Beetland [1]
Average Gross
Land Use Density Acres Units Sq. Ft.

Developable
Residential du/acre
LDR 6.29 30.2 190 -
MDR 10.48 25.0 262 -
HDR 39.72 17.9 711 -
Subtotal Residential 73.1 1,163 -
Commercial far
Commercial Mixed Use 0.29 6.1 - 78,000
Subtotal Commercial 0.29 6.1 - 78,000
Total Developable 79.2 1,163 78,000
Non-Developable
Public/Quasi-Public - RT Station 10.4 - -
Parks and Open Space
Neighborhood/Community Parks 9.1 - -
Open Space 23.9 - -
Subtotal Parks and Open Space 33.0 - -
Major Streets 18.1 - -
Total Non-Developable (Estimate) 61.5 - -
Total Stone Beetland Land Uses 140.7 1,163 78,000
Source: City of Sacramento; EPS
[1] Stone Beetland land us e assumptions are from Stone Beetland Project (P21-042) Draft Sustainable Communities Environmental Assessment Initial Study (June 2023).

Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac O n-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx24 Table 2-3
Delta Shores Public Facilities Financing Plan - 2025 Update Estimated Combined Projects Remaining Population and Employees Item Total Remaining Population Employees Total Persons Population Employees Total Persons Delta Shores
Residential pph
LDR 2.98 635 585 1,892 0 1,892 1,743 0 1,743
MDR 2.98 2,076 1,861 6,186 0 6,186 5,546 0 5,546
HDR 1.76 1,927 1,927 3,392 0 3,392 3,392 0 3,392
Mixed Use 1.76 159 159 280 0 280 280 0 280
Subtotal Residential 4,797 4,532 11,750 0 11,750 10,961 0 10,961 Commercial emp per acre
Mixed Use Town Center 30.00 14.47 14.47 0 434 434 0 434 434 Village/Regional Center 30.00 122 25 0 3,651 3,651 0 741 741 Corner Retail 30.00 5.46 2.69 0 164 164 0 81 81
Subtotal Commercial 141.62 41.86 0 4,249 4,249 0 1,256 1,256 Total 11,750 4,249 15,999 10,961 1,256 12,217
Stone Beetland
Residential pph
LDR 2.98 190 190 566 0 566 566 0 566
MDR 2.98 262 262 781 0 781 781 0 781
HDR 1.76 711 711 1,251 0 1,251 1,251 0 1,251
Subtotal Residential 1,163 1,163 2,598 0 2,598 2,598 0 2,598 Commercial emp per acre
Commercial Mixed Use 30.0 6.1 6.1 0 183 183 0 183 183
Subtotal Commercial 6.1 6.1 0 183 183 0 183 183
Total 2,598 183 2,781 2,598 183 2,781
Total Combined Projects 14,348 4,432 18,780 13,559 1,439 14,998 Delta Shores Pct. 81.9% 95.9% 85.2% 80.8% 87.3% 81.5%
Stone Beetland Pct. 18.1% 4.1% 14.8% 19.2% 12.7% 18.5%
Source: City of Sacramento; EPS
[1] Persons per household / employees per acre based on 2019 Finance Plan.

Remaining Population/Employees
units
acres
Persons per HH/
Emp. per Acre [1]
Units/Acres
units
acres
Total Population/Employees
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Regional Infrastructure, Backbone
Infrastructure, and Public Facilities
Costs
Buildout of Delta Shores and Stone Beetland will generate new residential and commercial users and will require public infrastructure and facilities such as roads, water, storm drainage utilities, and public safety facilities.

The Regional Infrastructure, Backbone Infrastructure, and Public Facility requirements summarized in this chapter are based on the infrastructure master plans for the Delta Shores PUD, the mitigation measures set forth in the Delta Shores EIR, conditions of approval placed on tentative maps, the terms of the CRB Cost Share Agreement, and the Delta Shores Development Agreement.

Buildout of Delta Shores and Stone Beetland will require the following Finance Plan Facilities:
• Regional Infrastructure
• Backbone Infrastructure:
— Roadways
— Sanitary Sewer
— Storm Drainage (including Detention Basins)
— Water
• Public Facilities:
— Swainson’s Hawk/Ag Mitigation
— Parks
— Trails
— Open Space
— Police Facilities
— Fire Facilities
— Transit
— Library Facilities
As mentioned in Chapter 1, many of the Finance Plan Facilities have been constructed, and this Finance Plan focuses on the costs and funding strategy for the remaining Finance Plan Facilities yet to be constructed. This chapter discusses all of the required remaining Regional Infrastructure, Backbone Infrastructure and Public Facilities and provides the estimated remaining costs (in 2025$) associated with each category.

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Cost estimates for the required remaining Regional Infrastructure, Backbone Infrastructure, and Public Facilities were developed based on several sources.

Cost estimates were determined based on a combination of bid data, engineering cost estimates, escala tion of the 2019 Finance Plan costs to account for cost inflation, and updated estimates from the City for any revised improvement requirements.

Table 1-3 in Chapter 1 summarizes the estimated remaining costs (in 2025$) for Regional Infrastructure, Backbone Infrastructure, and Public Facilities required for the project. Table 1-3 contains original costs, which represent the estimated remaining improvement costs in 2025$, as well as adjusted costs. For each improvement type included in the Delta Shores Impact Fee Program, the adjusted cost is estimated as the original cost adjusted to account for fee program fund balances available to fund improvements (a cost decrease) and fee program credits due to developers who provided advance funding (a cost increase). Note that these adjustments are applicable to improvements included in the Delta Shores Impact Fee Program only.

At buildout, remaining Regional Infrastructure, Backbone Infrastructure, and other Public Facility costs total approximately $223.9 million (in 2025$) after adjusting the costs for Delta Shores Impact Fee Program fund balances and credits. Table A-1 in Appendix A details the cost adjustments for improvements funded through the Delta Shores Impact Fee Program. Note that any amounts referenced in this chapter refer to the remaining adjusted costs shown in Table A-1 unless indicated otherwise.

A variety of financing sources will be used to fund the remaining Finance Plan Facilities, as discussed in Chapter 5. Detailed remaining cost estimates are contained in Appendix A of this report. In many cases, cost estimates were obtained from earlier documents, such as the 2019 Finance Plan and escalated to 2025 dollars.

Appendix A clearly identifies these cases and the sources of all cost estimates.

Regional Infrastructure , Backbone
Infrastructure , and Public Facilities
As described earlier, the Finance Plan establishes a funding strategy for Regional Infrastructure, Backbone Infrastructure, and Public Facility improvements. The remainder of this chapter describes the remaining improvements to be constructed and the remaining costs.

Regional Infrastructure
Regional Infrastructure improvements required for Delta Shores development comprise regional road improvements designed to serve Delta Shores, Stone Delta Shores Finance Plan Update
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Beetland, and a host of other existing and future users. Development of the initial phase of Delta Shores included two major regional roadway improvements sized to serve not only Delta Shores and Stone Beetland but also existing and other future residents and commuters:
• The CRB Extension from Freeport Boulevard east to Franklin Boulevard. • An upgrade to the CRB I-5 Interchange.
• Other related improvements, including enhancements for local connectivity (e.g., turn pockets), traffic signal pre-wiring, upgraded landscaping and irrigation, soundwall improvements and decorative hardscape.

These projects were constructed as part of the initial phase of Delta Shores development and were funded by the City and the Delta Shores master developer.

The CRB Funding Agreement describes the terms and conditions of the cost- sharing agreement between the City and the master developer for development of the CRB Extension, as well as the CRB I-5 Interchange. Pursuant to the terms described in the CRB Funding Agreement, Delta Shores provided upfront funding to cover both the Delta Shores and Stone Beetland percentage shares of the costs. The shares for Delta Shores and Stone Beetland were derived from the Fehr & Peers Trip Generation and Distribution Study (4/24/07), which estimated the source of traffic for each road segment. In total, the Delta Shores share was

41.3 percent of the total cost, and the Stone Beetland obligation was 7.9 percent of the total cost. This Finance Plan establishes the Delta Shores Impact Fees for the Delta Shores master developer to secure reimbursement for advance-funded Regional Infrastructure costs from subsequent Delta Shores developers, as well as from Stone Beetland developers.

Appendix A identifies the remaining Regional Infrastructure costs for Delta Shores and Stone Beetland. The Delta Shores amount is equal to the remaining Delta Shores Impact Fee Program credits and reimbursements payable to the Delta Shores master developer for advance-funding Delta Shore’s cost obligation.

The Stone Beetland amount is equal to the Stone Beetland obligation remaining to be paid to the Delta Shores master developer for advance-funding Stone Beetland’s cost share. Note that the remaining costs are adjusted annually to account for inflation, according to the procedures detailed in the development agreement in Appendix E of this report.

Backbone Infrastructure
Backbone Infrastructure includes most of the essential public service-based items that are underground or on the surface. These items include 4+-lane roads, sewer, drainage, water, and dry utilities and exclude the Regional Infrastructure described in the previous section. Backbone Infrastructure is sized to serve Delta Shores Finance Plan Update
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numerous individual development projects in the Combined Projects. Estimated remaining Backbone Infrastructure costs at buildout of the Combined Projects total approximately $68.3 million (2025$). Some of the roadway improvements have already been constructed and are accounted for in the remaining costs as Delta Shores Impact Fee Program credits and reimbursements owed to the Delta Shores developers who funded the improvements.

Roadways
Backbone road improvements are designed primarily to serve Delta Shores and Stone Beetland. The PUD Guidelines contain roadway sections with design widths from Delta Shores. Roadway types include residential, arterial, collector, local, and internal streets. The Finance Plan does not include the list of improvements and costs for local and internal residential streets; these streets are considered subdivision improvements and are privately financed.

Three on-site arterials will provide connectivity throughout the Combined Projects:
• Delta Shores Circle North, a 4-lane divided arterial segment connecting to Delta Shores Circle South. This improvement was recently constructed by the Delta Shores master developer.
• Delta Shores Circle South, a 4-lane, half-circle road that connects to the CRB Extension in two places. This improvement was completed as part of the initial phase of Delta Shores development.
• 24th Street, a 4-lane arterial going north-south from the CRB Extension to the northern boundary of the project.
• Traffic Signals will be installed at key intersections.

In addition, a network of local streets will facilitate automobile circulation, while at the same time supporting transit and alternative modes of transportation such as bicycle and pedestrian mobility.

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The total estimated remaining cost of backbone roadway improvements is $28.1 million (2025$). The cost of backbone roadway facilities includes the following road components:
• Street work • Roundabouts
• Intersections • Bicycle lanes (Class II)
• Traffic signals • Landscape corridors
• Bus turnouts • Dry utilities
Appendix A details the Roadway CIP and corresponding cost estimates for the Combined Projects required remaining Backbone roadway improvements. Please note that these costs do not include frontage improvements or subdivision-level street improvements; individual subdivision developers will be responsible for these improvements and their associated costs.

Sanitary Sewer
Backbone sewer improvements are sized to accommodate sewage flows from both Stone Beetland and Delta Shores. On an interim basis, initial phases of development will discharge to the existing 96-inch Sacramento Area Sewer District (SASD) City Interceptor pipeline. Ultimately, all phases of the Combined Projects will tie into a regional sewer lift station in the Community Park that would pump wastewater into the SASD Central Interceptor, located near CRB and Franklin Boulevard. Except for any existing SASD regional sewer lines, the on-site Backbone sewer system will become part of the City’s separated sewer system.

Eventually, all wastewater flows from Delta Shores and Stone Beetland will be directed to the Sacramento Regional Wastewater Treatment Plan (SRWTP), via the SASD City Interceptor or the SASD Central Interceptor.

The sewer system is anticipated to include the following types of improvements at buildout:
• Trunk collector gravity lines ranging from 8 inches to 30 inches in diameter. • Two pump stations.
• On-site and off-site force mains and their appurtenances.

The remaining infrastructure to be constructed includes a regional lift station and regional force main that will also benefit other areas. The total estimated cost for this infrastructure (before fee program adjustments) is approximately $22.2 million (2025$), of which the Combined Projects share is approximately $18.8 million. In addition, sewer improvements that have already been constructed are accounted for in the remaining costs as Delta Shores Impact Fee Program credits and reimbursements owed to the Delta Shores developers who funded the improvements.

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The total remaining sewer costs, after accounting for credits and reimbursements, are estimated at $24.0 million, of which the Combined Projects share is approximately $20.6 million.

The estimated costs do not include any costs associated with environmental mitigations.

Easements, right-of-way, and land acquisition related to sewer improvements will be conveyed to the City at no cost. That is, the developer must dedicate the land to the City free from any encumbrances and with all environmental mitigations satisfied.

Appendix A contains a detailed list of remaining sanitary sewer improvements required for Delta Shores.

Storm Drainage
Storm drains ranging in size from 24 inches to 78 inches will be incorporated in roadways, parks, and open space in locations in the recreational and development areas. Detention facilities, drainage pipes, channels, water quality basins and ponds, permanent and temporary inlets, and other flood control facilities will be constructed to meet the design requirements of the City Department of Utilities.

The estimated remaining cost of the Delta Shores backbone drainage improvements is approximately $11.1 million (2025$). The Finance Plan does not include any Stone Beetland drainage costs, as it is assumed that the Stone Beetland developers will privately construct and fund their required drainage improvements.

Many of the Delta Shores drainage improvements have already been constructed and are accounted for in the remaining costs as Delta Shores Fee Program credits and reimbursements owed to the Delta Shores developers who funded the improvements. The Delta Shores storm drainage improvements include the following facilities:
• Two Regional Detention Basins
• Three Water Quality Ponds
• Storm Drainage Pipe Systems
• Drainage Swale
Costs do not include land acquisition. Appendix A contains a detailed list of remaining drainage improvements required for the Combined Projects.

Water
The City will obtain and deliver water to the Combined Projects; groundwater use is not planned for Delta Shores.

Delta Shores will include a looped water system with a series of water lines ranging in size from 8 inches to 24 inches. Water service will be provided via a connection to a 24-inch transmission water line extension along Freeport Boulevard, 24th Street, and CRB. As part of the CRB Extension project, a 24-inch transmission water line Delta Shores Finance Plan Update
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was constructed from Freeport Boulevard to Franklin Boulevard through the Delta Shores site and installed as part of the initial phase of Delta Shores development).

The City Department of Utilities originally planned to locate a water storage facility in Delta Shores on 1.55 acres northeast of the intersection of the CRB Extension and 24th Street. The location was later changed to an off-site location in the Meadowview 102 area. The exact size of the facility has not yet been determined but will be designed and sized by the City Department of Utilities in accordance with City requirements for water storage. The water tank will serve the Combined Projects and other areas of the City.

Backbone water facilities consist of transmission and distribution lines throughout the Combined Projects, as summarized below, and are eligible for the City water fee credits described in Chapter 4 of this report:
• CRB Transmission Line extending from the elevated tank on Freeport Boulevard to Franklin Boulevard. This improvement was completed as part of the CRB Extension project and is therefore not included in the cost estimates in this Finance Plan.
• 24th Street Transmission Line extending from CRB to Meadowview Road.

The total estimated remaining cost of the Combined Projects Backbone water improvements is $5.2 million (2025$).

The Future Water Tank and Booster Pump Station to provide water storage is not included in the Finance Plan at this time. The City will construct this facility with water fee revenue collected citywide. Also, estimated costs do not include any costs associated with environmental mitigations. Easements, right-of-way, or land acquisition related to water improvements will be conveyed to the City at no cost.

That is, the developer must dedicate the land to the City free from any encumbrances and with all environmental mitigation satisfied.

Appendix A contains a list of remaining water improvements for the Combined Projects.

Public Facilities
The term Public Facilities includes these amenities and improvements:
• Swainson’s Hawk/agriculture land mitigation.
• Parks, including neighborhood, community, and regional facilities. • Trails, primarily focusing on off-street facilities.
• Other citywide park and recreation facilities.
• Open space corridors in the Combined Projects.
• Police substation and equipment.
• Fire station and equipment.

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• Transit facilities.
• Library facilities, including buildings, furnishings, equipment, and collections. • Schools.

This group of items provides amenities to the Combined Projects (park facilities and libraries) or houses employees providing services to the area (police and fire).

The estimated costs of remaining Public Facility improvements in the Combined Projects amount to approximately $111.5 million (2025$).

As detailed in the sections to follow, Public Facilities are sized to serve either Delta Shores alone or to serve the Combined Projects. To the extent Public Facilities are sized to serve the Combined Projects, the associated costs then are allocated to both Delta Shores and Stone Beetland in accordance with the appropriate measure of demand.

Swainson’s Hawk/Agriculture Mitigation
This section describes the improvements that will mitigate the impact of Delta Shores development on Swainson’s Hawks habitat and agricultural land. Prior to any development, Delta Shores included approximately 201 acres of Prime Farmland, 342 acres of Farmland of Statewide Importance, and 222 acres of Farmland of Local Importance for a total of 765 acres of farmland, which also provided potential raptor foraging habitat.

One of the mitigation measures identified in the Delta Shores EIR includes the permanent preservation and management of suitable foraging habitat, contiguous with other areas of suitable foraging habitat, for Swainson’s Hawk, White-tailed Kite, Burrowing Owl, and other raptors. To satisfy this mitigation measure, Delta Shores is required to fund 1 to 1 mitigation for development of the farmland. That is, for each acre of farmland developed, Delta Shores must provide an acre of habitat. The Delta Shores master developer acquired in excess of 800 acres of easements to satisfy the required mitigation and is owed Delta Shores Impact Fee Program credits or reimbursements for funding the required mitigation.

Swainson’s Hawk/Agricultural Mitigation is not included as a Delta Shores Impact Fee Program component because there are no remaining costs. Rather, the remaining fee program credits and reimbursements owed to the Delta Shores master developer are accounted for as cost adjustments and spread to the other public facilities included in the Delta Shores Impact Fee Program in proportion to the remaining cost for each public facility type.

All costs are applicable to Delta Shores only, as Stone Beetland will fund its required mitigation independently rather than through the Delta Shores Impact Fee Program. Mitigation requirements for development of Stone Beetland will be determined at a later date as described in its EIR Mitigation Monitoring Program.

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Parks
Community and Neighborhood Parks
The Delta Shores and Stone Beetland parks program provides more than 55 acres of parks, including mini parks, neighborhood parks, and a community park.

Community and neighborhood parks will be constructed by the City using City Park Impact Fee (PIF) revenues collected from the Combined Projects.

The total remaining cost for community and neighborhood park facilities is estimated at $19.0 million (2025$). This amount is based on the revenue generated by the Combined Projects from the Neighborhood and Community Park Component of the PIF.

Regional Park Contribution
In 2019, Delta Shores had a $4.0 million required contribution to development of a proposed regional park adjacent to the community park, per the conditions of the Development Agreement. This amount has been escalated to $4.7 million (2025$). As stated in the second amendment to the Development Agreement, the Delta Shores regional park obligation shall be satisfied by including a regional park fee subcomponent in the Delta Shores Impact Fee Program that will generate the required $4.7 million through the payment of residential fees. Stone Beetland does not have a regional park contribution obligation.

Trails
The Delta Shores trails system, designed to be integrated with the City Bikeways Master Plan, will provide a system of on- and off-street pedestrian paths, shared- use trails, widened sidewalks, and paseos that connect parks, schools, residential neighborhoods, and commercial centers. Exhibit 3-1 shows the planned trails for Delta Shores, and Exhibit 3-2 shows the planned trails for Stone Beetland.

Appendix A details the planned trail improvements in the Combined Projects, which have a total estimated cost of $3.1 million (2025$).

The following improvements are included in the Delta Shores and Stone Beetland trails system:
• Series of interconnected Class I off-street multi-use trails. • 3 pedestrian crossings at Delta Shores Circle South.
• CRB enhanced crossing with a crosswalk, ramps, and trails running parallel to CRB on both the north and south sides.

N
This exhibit is for reference only and is not a
representation as to size, dimension, or location of any tenant in the shopping center. All building, improvements, their occupants, and their uses as shown on this plan are subject to modification at the landlord's discretion.June 2024 Delta Shores
Sacramento, CA
Property #302
Exhibit 3-1 - Delta Shores Trails System
Exhibit B - Land Plan
301
July
35 Exhibit 3-2 - Stone Beetland Trails System
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Other Citywide Park and Recreation Facilities
The Citywide Park PIF payments made by Delta Shores and Stone Beetland will be used to fund citywide park and recreation facilities located within the boundaries of the Combined Projects. Examples of these types of improvements are community centers and cultural centers. Although these facilities have not currently been identified by the City, the community park or regional park may house these types of facilities. Currently, the cost of these improvements is estimated at $9.7 million (2025$), which is equal to the Citywide PIF generated by the Combined Projects Open Space
Open space in Delta Shores will support both active and passive recreation. The Delta Shores land use plan, excluding linear parks/trails and private open space lots, includes roughly 26.2 acres of open space throughout the project site. The cost of open space totals approximately $6.5 million (2025$). In addition, Delta Shores contains an approximately 22-acre wetland conservation easement No open space costs are included for Stone Beetland, as it is assumed that Stone Beetland will independently fund its open space obligation.

Police
The City Police Department (SPD) will provide police services to the Combined Projects. The SPD has identified the need for new police facilities in the Meadowview area to provide for a rapidly increasing population. New police facilities would be funded, in part, by a proportionate contribution to be paid by the Combined Projects.

Cost estimates included in this Finance Plan are based on the estimated cost for a 20,000 square foot police substation and Delta Shores and Stone Beetland’s portion of that cost (approximately 7.7 percent). The police cost for the Combined Projects is approximately $1.8 million (2025$).

Fire
The Sacramento City Fire Department (SFD) will provide fire protection, suppression, emergency medical services, and hazardous materials management to the project. The department uses several measures to determine the need for its fire protection services, which include providing one station for every 1.5-mile service radius or one station for every 16,000 population.

Funding for fire facilities includes the construction of initial fire facilities needed to serve Delta Shores development and the full buildout of fire facilities needed to serve the Combined Projects. The cost obligation for the initial phase of fire facility development is attributable to Delta Shores only. The cost of the full buildout of the fire facility will be distributed based on the proportionate shares shown in Appendix A. Delta Shores will be responsible for 80 percent of the costs to build out the fire station, while Stone Beetland will be responsible for 18 percent of the Delta Shores Finance Plan Update
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costs, and the City will be responsible for the remaining 2 percent. Delta Shores and Stone Beetland combined do not have an obligation for the full cost of the fire station because the station is sized to serve 16,000 residents, which is more than the estimated population of the Combined Projects, so the City will fund the portion of costs in excess of the Combined Projects obligation.

The City also may collect reimbursement funds from future development within a

1.5-mile radius of the fire station to repay the Delta Shores master developer for advance-funding the cost of new station facilities. Based on the calculation shown in Appendix A, the master developer would be owed approximately $298,000 (the City’s cost obligation) in reimbursement from other developments.

The total cost of the fire facilities is estimated at $16.2 million, with the Combined Projects’ proportionate share totaling approximately $ 15.9 million (2025$). This contribution will fund the Combined Projects’ proportionate share of the following costs:
• One Fire Station
• One Ladder Truck
• One Engine Truck
• One Medic Truck
Costs also include construction, contingency, soft costs, and parking but do not include the cost of land. Land costs may be funded privately (via land dedication) or through other non-impact fee sources of funding.

Public Transit
The Sacramento Regional Transit District (RT) provides public transit service north and east of Delta Shores. Services include both light rail service and bus service.

The Cosumnes River College light rail station is the southern terminus station of the Blue Line light rail service that extends north through downtown Sacramento to the line’s northern terminus at the I-80/Watt light rail station. Bus service is provided along the Meadowview Road and Franklin Boulevard corridors.

The Combined Projects will coordinate with RT to provide transit stops to serve Delta Shores and Stone Beetland. The Morrison Creek light rail station, located on the eastern edge of Stone Beetland, opened in 2021 and is currently operational, although it is not yet accessible to cars. Additional improvements may include new bus routes and rerouting existing bus services through Delta Shores. The Delta Shores master developer, in coordination with RT, will also identify the specific locations of sheltered transit stops with bus turnouts.

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The costs for transit capital improvements for Delta Shores were established in the 2019 Finance Plan and total approximately $378,000 (2025$) based on the cost of 17 bus stops, including shelters, signage, and trash receptacles. Bus turnout costs are included in the backbone roadway costs described above.

No transit costs are included for Stone Beetland, as it is assumed that Stone Beetland will independently satisfy its transit obligation.

Library
Residents of Delta Shores and Stone Beetland will participate in the City’s library system. The Combined Projects will contribute a proportionate share of costs for the construction of new facilities or provision of amenities in Delta Shores that will benefit the Combined Projects.

As established in the 2019 Finance Plan, Delta Shores and Stone Beetland will contribute to library costs based on the level of service provided to City residents and the estimated cost of library facilities, land, collections, and technology workstations as estimated based on the Sacramento Public Library Authority’s1 2007–2025 Library Master Plan (Library Master Plan).

The Combined Projects contribution to library facilities totals approximately $5.8 million (2025$). These funds will be used solely to fund library facilities and amenities in Delta Shores and Stone Beetland. Precise library facility details will be established based on future discussion between the Delta Shores and Stone Beetland developers, the City, and the Sacramento Public Library Authority.

Schools
Delta Shores and Stone Beetland, located in the South Area Community Plan portion of the City, will be served by the SCUSD. There are no existing elementary, middle, or senior high schools located in the Combined Projects.

Delta Shores proposes to include two elementary or K-8 school sites within its boundaries. The Stone Beetland land use plan does not include any school sites.

Payment of the SCUSD impact fees will fulfill the Combined Projects’ obligation for school facility construction. The estimated fee revenue from the Combine Projects is detailed in Appendix C.

1 Established via a Joint Powers Agreement between the City and the County of Sacramento.

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Financing Strategy and Funding
Sources
This chapter outlines the financing strategy for Delta Shores and Stone Beetland and describes how a combination of funding sources will be used to fund the Regional Infrastructure, Backbone Infrastructure, and Public Facilities required to serve the project.

Financing Strategy and Funding Sources
Overview
The Regional Infrastructure, Backbone Infrastructure, and Public Facilities required for development of the Combined Projects will be funded using a combination of public and private funding sources. Specific requirements for developer construction of Backbone Infrastructure and Public Facilities are defined by project conditions of approval, tentative map conditions, and Development Agreement requirements.

Initially, developers will construct and privately finance the construction costs for most of the Backbone Infrastructure (e.g., roads, sewer, water, drainage) needed at the outset of development. Several major Backbone Infrastructure segments already have been installed or advance-funded by the Delta Shores master developer. In addition, developers have or are anticipated to construct or advance-fund the costs of Swainson’s Hawk/agriculture land mitigation, trails, and open space facilities.

For these developer-constructed or advance-funded improvements, the developers may receive credits or reimbursements from the appropriate existing or new fee programs (including the Delta Shores Impact Fee Program discussed in this chapter) depending on credit/reimbursement eligibility and policy requirements of the appropriate agency. All of the developer-constructed or advance-funded improvements except for water improvements will be funded entirely by the Delta Shores Impact Fee Program, so the developers who construct or fund these improvements will be eligible for credits and reimbursements from this fee program only. Water improvement will be funded through the City water fee program, so developers who construct or fund water improvements will be eligible for credits and reimbursements from the City water fee program.

As part of the financing strategy, the Delta Shores Community Facilities District No. 2019-1 (CFD 2019-1) was formed to fund a portion of the total Backbone Infrastructure and Public Facility costs needed at the outset of development.

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For most of the remaining Public Facilities (e.g., parks, public safety, transit), the Combined Projects’ developers will pay applicable existing and new development impact fees. The Delta Shores Impact Fee Program will fund or partially fund the Combined Projects’ Public Facility obligations consisting of Swainson’s Hawk/ agriculture land mitigation, regional park development, open space, police and fire facilities, transit improvements, and library improvements.

Detailed Sources of Funding
The following sections detail the currently available sources identified to fund Finance Plan Facilities:
• Delta Shores Impact Fee Program.
• Existing City and Other Agency Fee Programs.
• City Funding.
• Other Development Projects.

Table 1-4 in Chapter 1 shows the proposed funding source for each Regional Infrastructure, Backbone Infrastructure, and Public Facility category at buildout.

The estimated remaining costs to be funded by each source are summarized below:
• Delta Shores Impact Fee Program: $142.0 million
• City and Other Agency Fee Programs: $78.3 million
• City Funding: $0.3 million
• Other Development Projects: $3.3 million
• Total $223.9 million
Delta Shores Impact Fee Program
Detailed further in Chapter 5, the Delta Shores Impact Fee funds those Backbone Infrastructure and Public Facilities costs not funded by existing City or regional fee programs or other funding sources identified in the sections to follow. Finance Plan Facilities included in the Delta Shores Impact Fee Program are improvements with plan-wide benefits (i.e., serve multiple individual subdivisions), the costs of which should be distributed among Delta Shores and Stone Beetland uses and ownership interests.

The Delta Shores Impact Fee Program, adopted in 2019, is a City-implemented, plan area-specific development impact fee program applicable only to new Delta Shores and Stone Beetland development. Improvements to be funded by this fee are Regional Infrastructure, backbone roadways, sewer and storm drainage improvements, regional parks, open space, police improvements, fire improvements, transit facilities, and library facilities.

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Existing City and Other Agency Fee Programs
Specific building projects will be subject to all applicable City and other agency development impact fees in place at the time of acceptance of the building permit application. Revenues generated by certain specific fee programs will be available to directly fund Backbone Infrastructure and Public Facilities identified in this Finance Plan. Fee program revenues generated by the following fee programs may be available to partially or fully fund Finance Plan Facilities required for Combined Projects development and therefore are included in the Finance Plan:
• Citywide Transportation Development Impact Fee (TDIF) • Citywide Sewer Development Fee
• Citywide Storm Drainage Development Fee
• Citywide Water Development Fee
• City Park Impact Fee
• City Construction Excise Tax
• SCUSD School Mitigation Fee
Appendix C contains estimates of the projected fee revenue from the Combined Projects for each fee program. Note that Delta Shores and Stone Beetland are exempt from paying the TDIF and the City sewer and storm drainage fees, as it is assumed that the applicable project costs will be paid by other sources. Therefore, fee estimates for these fees are not included in Appendix C.

The sections below offer additional detail about the above fees.

Citywide TDIF
The TDIF funds the design, construction, installation, improvement, and acquisition of citywide transportation improvements. Through completion of the CRB improvements, Delta Shores satisfied its obligation to provide funding for citywide transportation improvements and thus is exempt from paying the TDIF.

Likewise, Stone Beetland will satisfy its obligation for citywide transportation improvements through its required contribution to the CRB improvements and will be exempt from paying the TDIF.

Citywide Sewer, Storm Drainage, and Water Development Fees In October 2023, the City adopted updates to the citywide sewer, storm drainage, and water development fees. Each of these fees is summarized below.

Water Development Fee
This fee is charged on all new connections to the water system and funds water treatment and transmission facilities to provide water to customers in the City.

Both Delta Shores and Stone Beetland are required to pay this fee. The Delta Shores master developer is responsible for constructing the required water improvements for the Combined Projects and has entered into a fee credit and Delta Shores Finance Plan Update
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reimbursement agreement with the City to receive reimbursements or credits from the water fee program. Approximately $5.2 million (2025$) of required Delta Shores and Stone Beetland water infrastructure remains to be constructed.

Sewer Development Fee
The City sewer development fee funds sewer improvements that will be needed to increase the sewer system capacity to accommodate projected sewer flows from new development. Improvements funded by the sewer fee include trunk sewer lines, sewer pump stations, and force mains. Delta Shores and Stone Beetland will fund their required sewer improvements through the Delta Shores Impact Fee and are therefore exempt from paying the City sewer development fee.

Storm Drainage Fee
The City storm drainage fee funds flood control improvements required for new development to occur. These flood control improvements include detention facilities, drainage pipes, channels, water quality basins and ponds, inlets, wetland swales, and other facilities. Many of the improvements for Delta Shores have already been constructed. All required Delta Shores storm drainage improvements will be funded through the Delta Shores Impact Fee. In addition, it is assumed that Stone Beetland will privately fund its required storm drainage improvements.

Consequently, Delta Shores and Stone Beetland are exempt from paying the City storm drainage fee.

City Parks Impact Fee
In February 2017, the City adopted an update to the Park Impact Fee (PIF). All new residential and nonresidential development in the City is subject to the PIF, which has two components, one that funds park improvements in the community plan area in which a project is located and the other that funds regional facilities.

These two components are summarized below.

Neighborhood and Community Parks Component
Both Delta Shores and Stone Beetland will fulfill all neighborhood and community park improvement obligations through payment of the neighborhood and community park component of the PIF. Both subareas provide sufficient parkland to satisfy the City’s requirement of 3.5 park acres per 1,000 residents. Payment of the Neighborhood and Community Park PIF will provide sufficient funding to construct the required acres of parks.

Citywide Parks Component
The Citywide Parks Component of the PIF funds citywide improvements (e.g., regional parks and community centers) that benefit not only the Combined Projects but also other areas of the City. As stated in the Delta Shores DA, all Citywide PIF revenue generated by the Combined Projects will be used to fund Delta Shores Finance Plan Update
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improvements located within the Combined Projects boundaries, such as a community center or cultural center, as determined by the City.

Construction Excise Tax
The City imposes a construction excise tax (CET), often known as the Major Street Construction Tax (MSCT), on new construction for purposes of funding land acquisition and the construction, reconstruction, replacement, widening, modification, and alteratio n (but not for maintenance and repair) of existing and proposed streets in the City.

In practice, the City uses CET funds on streets with a face-to-face curb width of more than 50 feet with bike lanes. In addition, the CET only funds the additional lanes and median in the middle; adjacent development is responsible for the curb, gutter, sidewalk, planter, bike lane, parking lane, and one lane of traffic on each side.

Delta Shores and Stone Beetland are required to pay the CET, but it is not currently anticipated that the CET will be used to fund any of the required roadway improvements for Delta Shores and Stone Beetland.

School District Impact Fees
State law allows school districts to impose fees on new residential and nonresidential development. Level I fees are capped by law, and that cap amount is split between elementary and high school districts. If school districts meet certain criteria, they may impose Level II fees on residential development. Level II fees are not capped but follow a strict formula set forth in the law. The Combined Projects will pay the current SCUSD Level I fees, which will satisfy the Combined Projects’ funding obligation for school facilities.

Other Existing Development Impact Fee Programs and Charges The Combined Projects will be subject to other City, County, and regional development impact fee programs that are not anticipated to fund Finance Plan Facilities.

City Funding
The City will fund a small portion (2 percent) of the fire improvements to cover the costs in excess of the Combined Projects obligation, based on their projected population compared to the population served by the new fire station. Because the new fire station is sized to serve 16,000 residents but the projected combined population of Delta Shores and Stone Beetland at buildout is less than 16,000, the Combined Projects are not obligated to pay the full cost of the fire improvements.

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Other Development Projects
The Combined Projects will participate in funding of Finance Plan Facilities whose benefit is shared by other neighboring development projects. Specifically, a portion of the sewer improvements will be funded by other benefitting projects.

Land -Secured Financing
This Finance Plan includes the use of land-secured financing for a portion of Regional Infrastructure, Backbone Infrastructure, and Public Facilities costs. In 2019, a Mello- Roos CFD, the Delta Shores Community Facilities District No. 2019-1 (CFD 2019-1), was formed to fund a portion of the total Backbone Infrastructure and Public Facility costs needed at the outset of development.

Major Finance Plan Facilities oversizing and substantial up-front capital outlays are required for certain projects. Land-secured financing, from the existing CFD or from another future CFD or an Assessment District, may be used to provide debt financing for some of these oversized Finance Plan Facilities, as summarized below:
• Mello-Roos CFD. The Mello-Roos Community Facilities Act of 1982 enables public agencies to form CFDs and levy a special tax on property owners in those CFDs. These special taxes may be used to pay debt service on CFD bonds or to finance public improvements directly on a pay-as-you-go (PAYGO) basis.
• Assessment Districts. California statutes give local governments the authority to levy several special assessments for specific public improvements such as streets, storm drains, sewers, streetlights, curbs, gutters, and sidewalks. The agency creates a special Assessment District that defines both the area to benefit from the improvements and the properties that will pay for the improvements.

Mello-Roos CFDs tend to be favored over Assessment Districts because Assessment Districts need to establish special benefit to those being assessed, which can be more challenging than the Mello- Roos requirement of establishing general benefit of facilities.

Participation and Use of Land-Secured Financing Proceeds While the Development Agreement permits participation in one or more Mello- Roos CFDs to fund Finance Plan Facilities, participation by all or a portion of the Combined Projects is voluntary. Certain existing or future property owners may wish to finance construction of Backbone Infrastructure and Public Facilities through cash, equity, or other forms of debt rather than through the use of land- secured financing through the City.

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Generally speaking, CFD bond proceeds will be used to fund those Backbone Infrastructure and Public Facilities that are completed first or for which the original payment to the contractor has been outstanding the longest. As such, the financing sources and uses schedules in this Finance Plan (see Table 1-4) do not specify exactly where CFD financing will be used in specific amounts for specific Finance Plan Facilities. In this manner, the City and property owners maintain flexibility to use CFD bond proceeds for the most critical Finance Plan Facilities.

At the Delta Shores developer’s request, the City formed a Mello-Roos CFD over all residential development areas of Delta Shores. All commercial development is excluded from participation in the CFD. CFD bond sales have occurred as the need to fund or reimburse for Regional Infrastructure, Backbone Infrastructure, and Public Facilities has also occurred. Subsequently, the developer may request the City consider one or more additional CFDs over all or a portion of Delta Shores. As Stone Beetland moves forward, the City and the Stone Beetland developer may consider integrating similar land-secured financing.

Phasing and the Financing Strategy
Phasing of Finance Plan Facility construction is an important component of the overall financing strategy. The ability to sequence Finance Plan Facilities will depend on the type of facility and the pace of new development. When possible, construction of Finance Plan Facilities will be sequenced over time as needed to serve new development. The sequencing of Finance Plan Facility costs will help ensure adequate monies are available from the various financing sources to fund the Finance Plan Facility improvements.

Regional Infrastructure improvements have been completed. Completion of Backbone Infrastructure and other Public Facilities is being phased to serve logical increments of development, based on the demand for such Finance Plan Facilities as the Combined Projects build out. The timing and amount of development in each increment depends on many factors, such as market demand. In the normal course of the development approval process, the City conditions the project’s tentative map(s) with Backbone Infrastructure and other Public Facility requirements.

The Finance Plan is designed to be flexible enough to accommodate faster or slower growth of the Combined Projects’ development in response to the market for housing and nonresidential development.

The developers of the Combined Projects will be responsible for advance-funding and constructing all Backbone Infrastructure and Public Facilities needed to serve the Combined Projects unless the City and property owners agree otherwise to City construction of specific improvements. Subject to the City’s fee credit and reimbursement policies, some or all of this private funding will be reimbursed to the landowners/developers over time as the City is able to issue public debt Delta Shores Finance Plan Update
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through the CFD, issue credits due for landowner/developer proportionate share of fees, and collect fees from other developers that will provide reimbursements.

The City has begun issuing reimbursements, and developers have begun to use fee credits, but the time frame for full reimbursement is unknown and could be a considerable period of time depending on market conditions and the actual absorption of the development projects. There is no guarantee the initial developers will be fully reimbursed for the costs to oversize Finance Plan Facilities for later development projects.

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Delta Shores Impact Fee Program
This Finance Plan includes a plan area fee program, the Delta Shores Impact Fee Program, which was adopted and implemented following adoption of the 2019 Finance Plan. The Delta Shores Impact Fee Program is designed to fund construction of Regional Infrastructure, Backbone Infrastructure, and Public Facilities improvements necessary to accommodate new residential and commercial uses generated by development of the benefitting land uses after taking into consideration other funding sources for the Finance Plan Facilities. The Delta Shores Impact Fee applies to all future development in the Combined Projects.

Delta Shores Impact Fee
The Delta Shores Impact Fee Program funds the remaining cost of Regional Infrastructure, Backbone Infrastructure, and Public Facilities that are needed to accommodate development in the Combined Projects but that are not funded by existing impact fee progr ams or other sources of revenues. Some of the improvements benefit and are funded by both Delta Shores and Stone Beetland, and others benefit and are funded by Delta Shores only. Thus, the fee components differ for Delta Shores and Stone Beetland, as detai led later in this chapter. The Regional Infrastructure, Backbone Infrastructure and Public Facilities requirements were discussed in Chapter 3. The following categories of Regional Infrastructure, Backbone Infrastructure, and Public Facilities are included in the Delta Shores Impact Fee Program:
• Regional Infrastructure
• Backbone Infrastructure:
— Roadways
— Sewer
— Storm Drainage
• Public Facilities:
— Regional Parks
— Trails
— Open Space
— Police
— Fire
— Transit
— Library

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To the extent the Delta Shores master developer or a Stone Beetland developer constructs or advance-funds Finance Plan Facilities included in the Delta Shores Impact Fee Program, that developer would be eligible for credits against Delta Shore Impact Fee payments due, subject to a credit and reimbursement agreement between the developer and the City. These credits then may, upon approval of assignment by the City, be transferred to other parties or successors in ownership as individual Delta Shores and Stone Beetland development projects proceed. The City and the Delta Shores master developer entered into a credit and reimbursement agreement for the construction of infrastructure facilities accompanying the initial phase of Delta Shores development.

Separately, the Delta Shores master developer requested, and the City formed, a Mello-Roos Community Facilities District for the Delta Shores project. Subject to the terms of the Acquisition and Shortfall (A&S) Agreement between the developer and the City (A&S Agreement No. 2019-1513, which was entered into on September 1, 2019), the developer may be reimbursed for completed and accepted eligible facilities.

Delta Shores Impact Fee Funds
The Finance Plan analysis for the Delta Shores Impact Fee Program is based on the required Regional Infrastructure, Backbone Infrastructure, and Public Facilities discussed previously. Regional Infrastructure, all Backbone Infrastructure except storm drainage facilities, and certain Public Facilities (police, fire, and library) requirements are sized based on development of the Combined Projects. Other Backbone Infrastructure and Public Facilities obligations are established based solely on Delta Shores development (storm drainage, parks, open space, and transit).

With consideration to construction and funding responsibilities for various infrastructure categories and related credit and reimbursement policies, the City established two separate subareas for the purposes of the Delta Shores Impact Fee Program: one for Delta Shores and the other for Stone Beetland. Backbone Infrastructure and Public Facilities obligations sized to serve the Combined Projects are included in the impact fee for both subareas, while Backbone Infrastructure and Public Facilities serving only Delta Shores are included only in the Delta Shores subarea impact fee.

Each subarea has four separate fee components (with attendant subcomponents that vary by subarea and are based on the benefiting development). Note that the fourth fee component for each subarea is an administrative component that is used to fund administrative tasks required to track fee payments, facility construction, credits, and reimbursements. The Delta Shores Impact Fee Program includes the subarea, fee component, and subcomponent structure shown below.

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Delta Shores Subarea

1. Regional Infrastructure Component

2. Backbone Infrastructure
Component
— Roadways Subcomponent
— Sanitary Sewer Subcomponent
— Storm Drainage Subcomponent

3. Public Facilities Component
— Regional Parks Subcomponent
— Trails Subcomponent
— Open Space Subcomponent
— Police Subcomponent
— Fire Subcomponent
— Transit Subcomponent
— Library Subcomponent

4. Administration Component
(to fund administration and
updates of the fee program)
Stone Beetland Subarea

1. Regional Infrastructure Component

2. Backbone Infrastructure
Component
— Roadways Subcomponent
— Sanitary Sewer Subcomponent

3. Public Facilities Component
— Trails Subcomponent
— Police Subcomponent
— Fire Subcomponent
— Library Subcomponent

4. Administration Component
(to fund administration and
updates of the fee program)
For each subarea, the City has established separate accounts (one for each fee component) for the purposes of collecting and administering use of the Delta Shores Impact Fee.

Delta Shores Impact Fee Program Cost Allocation
To ensure developed land uses fund their pro-rata share of the Finance Plan Facilities, the cost of such improvements is allocated across the benefitting land uses, based on the proportionate need generated for the Finance Plan Facilities, using common use factors that measure the demand for the Finance Plan Facility generated by each discrete land use category.

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The purpose of allocating certain Finance Plan Facilities costs among the various land uses is to provide an equitable method of funding required infrastructure.

The key to apportioning the cost of Finance Plan Facilities to different land uses is the assumption that the demands placed on Backbone Infrastructure and Public Facilities are related to land use type, and such demands can be stated in relative terms for all land uses. It is by relating demand for facilities to land use types that a reasonable nexus, or relationship, can be established to apportion each land use’s “fair share” costs. Costs included in the Delta Shores Impact Fee Program are apportioned to each land use category using the following common use or cost allocation factors:
• Average Daily Trips (ADT): Transportation infrastructure demands are typically measured in terms of automobile trips generated by land use category. Trip factors used to allocate Regional and Backbone roadway costs rely on traffic trip ratios by land use reported in the Delta Shores and Stone Beetland Trip Generation and Distribution Study (Traffic Study), conducted by Fehr & Peers in 2007.
• Sewer Demand (Gallons per Day per Unit/Acre): Demand for sewer facilities generated by each land use category is typically stated in terms of sewer flows generated (e.g., gallons per day). Sewer flows are determined based on sewage generation rates by land use category reported in the Delta Shores sewer study.
• Runoff Coefficients: Demand for storm drainage improvements is typically stated in terms of impermeable area (i.e., runoff coefficient multiplied by developable acres). Developable acres include parcels with residential, retail, and office development. The total acreage does not include parcels containing private streets, public uses, or open space.
• Persons Served: The resident and employee populations generated by residential and commercial development provides the basis of the “persons- served” calculation. The residential population is calculated using average persons-per-household assumptions and the employee population is calculated using per acre employee density assumptions.

All of the cost allocation factors used to allocate costs by land use were derived from the 2019 Finance Plan.

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Cost Allocation Methodology
The methodology for allocating costs needed to accommodate new land uses is summarized below:

1. Determine the total cost of Regional Infrastructure, Backbone Infrastructure, or Public Facilities required to serve new residents and commercial users in either Delta Shores or the Combined Projects.

2. Determine the net cost of Finance Plan Facilities to be funded by the Delta Shores Impact Fee Program after accounting for other financing sources, such as citywide sources, state and federal sources, other development impact fees, and funding contributions from other plan areas.

3. Determine the funding obligation for projected Delta Shores and Stone Beetland development based on the amount of development that will be served by new Regional Infrastructure, Backbone Infrastructure, or Public Facilities (i.e., Delta Shores or the Combined Projects). Determine the relative share of costs for each subarea based on aggregate common use factors or other requirements (e.g., cost shares established by the CRB Funding Agreement).

4. For each subarea and infrastructure Finance Plan Facility needed to accommodate new Delta Shores or Stone Beetland development:
a. Determine the appropriate common use factor by which to allocate to different land uses the cost of the Infrastructure needed to serve new development.
b. Determine each land use category’s percentage share of total common use factors generated by the project.
c. Apportion costs of Finance Plan Facilities to each land use category based on each land use category’s percentage share of common use factors. d. Divide the total cost allocated to each land use zoning category:
» By the number of dwelling units for residential land uses to determine the cost per dwelling unit.
» By the amount of building square footage for nonresidential land uses to derive the cost per building square foot.

5. Add an administration component to fund the administration, oversight, implementation, and updates to the Delta Shores Impact Fee Program.

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Table 5-1 shows the basis on which costs are allocated for each Regional Infrastructure, Backbone Infrastructure, and Public Facility category included in the Delta Shores Impact Fee Program. Appendix B contains the detailed cost allocation tables showing the cost allocation methodology by subarea for each fee program component or subcomponent.

Based on the above cost allocation methodology, Tables 1-5 and 1-6 in Chapter 1 summarize the Delta Shores Impact Fee Program fees resulting from the allocation of costs to each land use category by subarea, component, and subcomponent. Table 1-5 shows the fees for the Delta Shores subarea, and Table 1-6 shows the fees for the Stone Beetland subarea. The administrative fee component for each subarea and land use is calculated as 3 percent of the total of the fees for all other components. The administration component funds City costs associated with credit and reimbursement agreement negotiations and implementation, credit and reimbursement tracking, annual reporting requirements, periodic updates to the Finance Plan and Nexus Study, and other related costs.

The Delta Shores Impact Fee Program and the initial fees were established in accordance with the procedural guidelines established in the Mitigation Fee Act, which is codified in California Government Section 66000 et seq. These code sections set forth the requirements for establishing and collecting various development impact fees. Participation in the Delta Shores Impact Fee Program is detailed in and secured by the Delta Shores Development Agreement, and certain terms related to Regional Infrastructure are established by the CRB Funding Agreement. In addition, when the Stone Beetland developers seek entitlements, the City intends to enter into a Development Agreement with that developer that may further detail participation in the Delta Shores Impact Fee Program.

Table 5-1
Delta Shores Public Facilities Financing Plan - 2025 Update Delta Shores and Stone Beetland Impact Fee Cost Allocation Summary Item Method
Regional Infrastructure Average Daily Trips
Backbone Infrastructure
Roadways Average Daily Trips
Sewer Daily Gallons of Flow
Storm Drainage Runoff Coefficients
Public Facilities
Regional Park Resident Population
Trails Resident Population
Open Space Resident Population
Police Resident & Employee Population
Fire Resident & Employee Population
Transit Resident & Employee Population
Library Resident Population
Source: EPS.

Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac O n-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx54 Delta Shores Finance Plan Update
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Nexus Study Findings
To comply with the Mitigation Fee Act, the following nexus findings are required for each fee subcomponent:

1. Identify the purpose of the fee.

2. Identify how the fee is to be used.

3. Determine how a reasonable relationship exists between the fee’s use and the type of development project on which the fee is imposed.

4. Determine how a reasonable relationship exists between the need for the facility and the type of development project on which the fee is imposed.

5. Demonstrate a reasonable relationship between the amount of the fee and the cost of the facility or portion of the facility attributable to the development on which the fee is imposed.

The 2019 Finance Plan made the above required findings concerning the nexus between each fee component or subcomponent of the Delta Shores Impact Fee and the new Delta Shores and Stone Beetland development on which the Delta Shores Impact Fee is imposed. These nexus findings are contained in Chapter 5 of the 2019 Finance Plan.

In 2021, California Assembly Bill 602 (AB 602) amended the requirements by creating a “standards and practices” section to the Mitigation Fee Act, codified as Government Code Section 66016.5. This provision is both declaratory of previously existing law and has added certain new requirements. New provisions that may pertain to this report require that a nexus study “shall calculate a fee imposed on a housing development project proportionately to the square footage of proposed units of the development” [66016.5(a)(5)(A)], and “large jurisdictions shall adopt a capital improvement plan as a part of the nexus study” [66016.5(a)(6)]. The required capital improvement plan is included as Appendix A to this document.

Water and sewer connection fees described in Government Code Section 66013 are specifically exempt from the requirements of Section 66016.5. Additionally, any other residential fees can be exempt from the requirement that fees be calculated proportionately to the square footage of the dwelling units if specific findings are made as to why the particular fees should be exempt.

Backbone Infrastructure Component
New sewer improvements have been added to the Backbone Infrastructure Component of the Delta Shores Impact Fee, resulting in an increase in the fees for this component as a whole over the fees currently in place. For this reason, Delta Shores Finance Plan Update
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the nexus findings for the three Backbone Infrastructure Fee subcomponents are included in this Finance Plan and are provided in Appendix D. For each subcomponent, this appendix includes the required findings listed above.

In addition to the nexus findings in Appendix D, for roadways and storm drainage fees, the Mitigation Fee Act now requires that residential fees be proportionate to the square footage of the dwelling units unless specific findings are made as to why the fees should not be enacted on a square foot basis. For both roadway and storm drainage fees, the City will continue to charge the residential fees per unit because the required findings allowing such practice can be made. The findings for each subcomponent of the Backbone Infrastructure Component are discussed further below.

Sewer Improvements
For sewer improvements, the estimated cost of the regional sewer force main increased substantially from the amount in the 2019 Finance Plan, and the City determined that the Delta Shores Impact Fee would fund the full cost of the sewer improvements. Conversely, in the 2019 Finance Plan, it was assumed that the sewer improvements would be partially funded by the Delta Shores Impact Fee but would also be creditable through the citywide sewer development fee program. Consequently, new nexus findings are required for sewer improvements.

These findings are detailed in Appendix D.

Note that sewer improvements are exempt from the requirements for establishing residential fees by unit square foot, so no new findings are necessary for sewer fees to address the Mitigation Fee Act requirements for charging residential fees per unit square foot.

Roadways
For roadway improvements, the nexus findings from the 2019 Finance Plan are valid and are included in Appendix D. In addition, the required justifications to continue to charge the roadway residential fees per unit by residential land use category are provided below.
a) An explanation as to why square footage is not an appropriate metric to calculate fees imposed on a housing development project.

As outlined previously in this chapter, when the Delta Shores Impact Fee Program was established, the roadway fees were based on the 2007 Traffic Study prepared by Fehr & Peers. This study was completed for the 2009 Delta Shores EIR that accompanied the City’s approval of the Delta Shores Planned Unit Development.

Average daily trips per unit factors from the study were used to allocate the roadway costs among land uses and establish fees by land use. A change to residential fees per square foot would not be appropriate as the new fees may be interpreted as inconsistent with the applicable Traffic Study and EIR, which are both still applicable to the Combined Projects because the City has determined Delta Shores Finance Plan Update
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that the land use entitlements reflected in this document are substantially conformant with those examined in the Traffic Study and EIR. b) An explanation that an alternative basis of calculating the fee bears a reasonable relationship between the fee charged and the burden posed by the development.

Because the established fees are consistent with daily trips per unit factors in the Traffic Study and the EIR, the City is justified in charging the residential fees by residential land use category rather than establishing new residential fees that are charged on a square foot basis. The current fees were established by land use to be consistent with each land use’s proportional impact on the roadway system. c) That other policies in the fee structure support smaller developments, or otherwise ensure that smaller developments are not charged disproportionate fees.

A fee basis of average daily trips ensures equity for the allocation of the cost of the impact from development and is consistent with the analysis of environmental impacts anticipated from the Project. The fee is proportional to the impact caused by different unit types. Higher density residential units have lower average daily trip rates and lower fees per unit. Generally, the unit size in square feet is smaller for medium-density single-family units than for low-density single-family units and smaller yet for high-density (multifamily) units. Consequently, the fees on a per unit basis generally decline as the size of the units decline.

Storm Drainage
For storm drainage improvements, the nexus findings from the 2019 Finance Plan are valid and are included in Appendix D. In addition, the required justifications to continue to charge the storm drainage residential fees per unit by residential land use category are provided below.
a) An explanation as to why square footage is not an appropriate metric to calculate fees imposed on a housing development project.

New imperious surfaces drive the demand for drainage facilities. In housing developments, new impervious surfaces incorporate the footprint on a parcel, capturing ground floor living spaces as well as driveways, sidewalks, patios and other such surfaces. A square footage of proposed units basis would introduce inequities. For example, a two-story home with the same footprint as a single- story home would pay twice the fee while causing an identical impact on the drainage system. This inequity would be amplified in multistory apartment and condominium buildings or towers.

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b) An explanation that an alternative basis of calculating the fee bears a reasonable relationship between the fee charged and the burden posed by the development.

For storm water runoff, the standard, customary and equitable method to establish a reasonable relationship between the fee charged, the facilities required, and the type of development on which the fee is imposed is with a direct measure of new impermeable surfaces. New runoff as a result of development establishes the demand for new or improved capacity, the cost of which is the basis of the fee. c) That other policies in the fee structure support smaller developments, or otherwise ensure that smaller developments are not charged disproportionate fees.

A fee basis of impermeable square footage ensures equity for the allocation of the cost of the impact from development. The fee is proportional to the impact caused by new impermeable surfaces. Smaller developments with identical unit footprints will have the same fees. Smaller footprints will have proportionately lower fees.

Similarly, multifamily apartment buildings will have lower impacts and fees on a per unit basis as the size of the units decline and/or the number of floors increases.

Regional Infrastructure Component
No new improvements have been added to the Regional Infrastructure Component of the Delta Shores Impact Fee, and the total fees are not increasing from the current levels. Thus, the nexus findings from the 2019 Finance Plan remain valid and are not required in this Finance Plan. The proposed new fees are only based on updated remaining land uses and costs, so new nexus findings are not required, and the 2021 additional requirements imposed by AB 602 do not need to be addressed.

Public Facilities Component
New trails improvements have been added to the Public Facilities Component of the Delta Shores Impact Fee, both for Delta Shores and Stone Beetland. This Finance Plan includes all trails costs in the Delta Shores Impact Fee Program, whereas the 2019 Finance Plan assumed that the Citywide Park Infrastructure Fee would fund a portion of the trails costs, and the Delta Shores Impact Fee would fund the remainder.

This Finance Plan also establishes Delta Shores Impact Fee library and trails subcomponents for Stone Beetland. The 2019 Finance Plan did not include any Stone Beetland trails or library costs and indicated that the fees were to be determined. Because new trails costs were added to the Delta Shores Impact Fee Program and Stone Beetland trails and library fees were established in this Finance Plan, the nexus findings for the Public Facilities Fee subcomponents are Delta Shores Finance Plan Update
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included in the Finance Plan. For each subcomponent, Appendix D includes the five required findings listed above.

As noted, in addition to the nexus findings in Appendix D, the Mitigation Fee Act now requires that residential fees be calculated proportionate to the square footage of the dwelling units unless specific findings are made as to why the fees should not be enacted on a square foot basis. For the Public Facilities Component, the City has determined it will continue to charge the residential fees on a per unit basis and make the required findings as further discussed below. a) An explanation as to why square footage is not an appropriate metric to calculate fees imposed on a housing development project.

The Public Facilities Component has been included since the original adoption of the Delta Shores Finance Plan and the last fee update in 2019. Since that time, the City has entered into one or more fee credit agreements that established applicable fee credits on a per unit basis. Changing the fee calculation basis to a square footage metric would not be appropriate given the nature of outstanding fee credit agreements.
b) An explanation that an alternative basis of calculating the fee bears a reasonable relationship between the fee charged and the burden posed by the development.

The original and updated Public Facilities Component fee calculations rely on cost allocation factors that establish relative demands for each of the Public Facilities Component’s subcomponents by Delta Shores land use category. The cost allocation methodology and justification that the fees bear a reasonable relationship between the fee charged and the burden posed by the development are detailed in the nexus findings included in Appendix D. Based on those nexus determinations, the City concludes the existing basis of calculating the fees satisfies this finding.
c) That other policies in the fee structure support smaller developments, or otherwise ensure that smaller developments are not charged disproportionate fees.

Imposing residential fees on a per unit basis by residential land use type (low density, medium density, and high density) results in lower fees for smaller more dense units, consistent with the intent of AB 602 to have smaller units pay lower fees. Specifically, the higher density units with smaller average square footages are accommodated by including fee categories for the HDR and Mixed Use or Mixed Use Town Center. Thus, this fee structure is supportive of smaller developments not being disproportionately charged higher fees.

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Delta Shores Impact Fee Program Implementation
As referenced earlier and based on the fee calculations and nexus findings described in this chapter, Tables 1-5 and 1-6 in Chapter 1 present the proposed maximum justified fees by fee component and subcomponent for the Delta Shores and Stone Beetland subareas, respectively.

Annual adjustments to the fee will be consistent with the provisions of the Delta Shores Development Agreement in Appendix E and as further detailed in Chapter 8. The development agreement refers to “Public Facilities Fees” and “Plan Area Fees (PAF),” other terms for the Delta Shores Impact Fee.

The Delta Shores Development Agreement states that “the City will perform a comprehensive review and nexus study for the PFF at least every three years unless the City determines that prevailing market conditions do not justify doing so (e.g., if development is lacking or the remaining development is limited.” The City adopted the last nexus study update in 2019, and since 2022 (three years following the last nexus study update) has determined prevailing market conditions did not warrant a nexus study update until now. The City’s determinations were based on the lack of development activity beyond the regional commercial center and the fact that the City has been annually adjusting the fees since the 2019 nexus study update. As part of the annual fee adjustment, remaining development, improvements, and costs are updated annually, precluding the need for a comprehensive nexus study update prior to this current update. A nexus study update is required when the City determines that the scope of development and cost changes requires a more comprehensive update.

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Development Feasibility
This chapter reviews the overall financial feasibility of the Finance Plan. The financial feasibility is addressed by reviewing a total infrastructure burden analysis, as well as bond issuance guidelines, to ensure the financing districts will meet the required financial tests.

Description of Static Feasibility Analyses
This analysis includes the following static methods for evaluating the financial feasibility of a proposed development project:
• Total Infrastructure Cost Burden of Major Infrastructure. • Total Taxes and Assessments as a Percentage of Sales Price.

Each of these methods is based on a static financial feasibility evaluation. To be considered financially feasible, a project should meet each of the static feasibility tests.

It is important to note that these feasibility metrics, described in further detail below, should be considered an initial diagnostic, offering a general indicator of whether or not infrastructure costs are likely to present financial feasibility challenges or whether measures should be taken to improve viability, either through a reduction in cost burdens, identification of other funding sources, or other approaches. None of the indicators, by themselves, should be considered absolute determinations regarding project feasibility.

Total Infrastructure Cost Burden
It is common for developers of major development projects to advance-fund and carry infrastructure costs for some period. The impact of the land developer’s cost burden depends on several factors, including the time frame for the reimbursements and the extent to which full reimbursement is received, either through public funding programs or through adjustments in land sales prices.

The purpose of the total infrastructure cost burden of Backbone Infrastructure feasibility test is to assess the financial feasibility of the project, given all current and proposed fees and the additional burden of project-specific infrastructure costs. As such, this feasibility test assesses the additional fee burden on residential dwelling units associated with the proposed infrastructure improvements.

The total infrastructure cost burden of major infrastructure feasibility test provides a performance indicator of a project’s feasibility. For each residential Delta Shores Finance Plan Update
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land use, the total cost burden per dwelling unit is calculated as a percentage of the finished sales price. Project feasibility is evaluated based on the following general guidelines or benchmarks:
• Burdens below 15 percent generally are considered financially feasible. • Burdens between 15 and 20 percent may be feasible depending on the specific circumstances of the project.
• Burdens above 20 percent suggest a project may not be financially feasible unless other components of the project pro forma are particularly advantageous to the developer, thus allowing the project to bear unusually high infrastructure costs.2
These static feasibility benchmarks are based on EPS’s experience conducting financial feasibility analyses for numerous projects throughout the Sacramento Region and Central Valley over the last 3 decades. This feasibility diagnostic is merely a tool that can be used—along with other tools—as a general measure of financial feasibility. This measure should not automatically be taken to mean that if one land use type exceeds the threshold, the project definitely is infeasible.

In certain circumstances, there are ways in which a development project can mitigate against a high cost burden. In addition, the infrastructure costs will be fine-tuned and possibly reduced as engineering studies are completed closer to actual construction.

As mentioned previously, this feasibility metric should be considered an initial diagnostic, offering a general indicator of whether or not a project is likely to meet financial feasibility criteria, or whether measures should be taken to improve viability either through a reduction in cost burdens, identification of other funding sources, or other approaches. The infrastructure feasibility test is one of the many methods of determining project feasibility. There are numerous factors that affect the feasibility of a project. Other factors should be considered when evaluating financial feasibility, including a developer’s internal rate of return, cost of land, absorption rates, and the timing of capital investments and reimbursements.

As shown in Table 6-1, the total cost of Infrastructure and Public Facilities for Delta Shores accounts for between approximately 12.8 percent and 13.5 percent of the estimated sales price of residential units in the Project. Infrastructure cost burdens of this magnitude are within the range of feasibility targets.

2 Such other components may include extraordinarily low land basis (e.g., land has been in the family for a long time, land acquired during severe real estate market downturn, etc.), development phasing (e.g., fast early absorption ahead of a major infrastructure cost such as a new water treatment plant), or low or no environmental mitigation requirements (e.g., through avoidance or on-site preservation).

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As shown in Table 6-2, the preliminary estimate of total cost of Infrastructure and Public Facilities for Stone Beetland accounts for between approximately

12.6 percent and 13.5 percent of the estimated sales price of residential units in the Project, also within the range of feasibility.

Taxes and Assessments Feasibility
Analysis
The measurement of Total Taxes and Assessments as a Percentage of Sales Price often is referred to as the “2-percent test.” This metric is yet another measure of the financial feasibility of a project evaluated by land developers, builders, and municipal governments. The 2-percent test presents a general rule for the feasibility of proposed annual special taxes and assessments. In general, if the sum of property taxes, other ad valorem taxes, and all annual special taxes and assessments is less than 2 percent of the average finished home sales price, then the burden of annual taxes and assessments is considered financially feasible. In the Greater Sacramento Region, jurisdictions and developers typically target total taxes and assessments at levels no greater than approximately 1.6 percent to

1.8 percent of the finished home sales price.

Table 6-3 shows the estimated taxes and assessments as a percentage of home sales prices for the four different proposed residential land uses in Delta Shores.

Note that the analysis in Table 6-3 is for Delta Shores development. A similar analysis for Stone Beetland would be expected to yield similar results.

The total annual amount includes the following taxes and assessments:
• Property taxes.
• Other general ad valorem taxes (e.g., school/other General Obligation bonds). • Services taxes and assessments.
• Infrastructure CFD taxes (proposed in this Finance Plan).

Table 6-1
Delta Shores Public Facilities Financing Plan - 2025 Update Cost Burden: Delta Shores (2025$)
Item Notes
LDR MDR HDR Mixed Use
Home Price $700,000 $600,000 $350,000 $350,000
Assumptions
Net Acres 126.1 170.4 69.3 6.1
Number of Units 585 1,861 1,927 159
Units per Acre 4.6 10.9 27.8 26.0
Building Valuation
Construction Type VB VB VA VA
Unit Size (Sq. Ft.) 2,500 1,800 1,000 1,000
Garage Size (Sq. Ft.) 450 400 N/A N/A
Valuation per Bldg. Sq. Ft. (Living Area) $169.09 $169.09 $153.58 $153.58 February 2025 Valuation per Bldg. Sq. Ft. - Garage (U) $66.20 $66.20 N/A N/A February 2025 Building Valuation per Unit $452,515 $330,842 $153,580 $153,580 2002 Building plus Equipment Valuations
Valuation per Bldg. Sq. Ft.- Living Area $92.40 $92.40 $92.40 $92.40 Valuation per Bldg. Sq. Ft. - Garage $24.30 $24.30 N/A N/A Air Conditioning - Living Area $3.50 $3.50 $3.50 $3.50
Sprinklers - Living Area and Garage $2.60 $2.60 $2.60 $2.60 Building and Equipment Valuation $258,355 $188,060 $98,500 $98,500 Processing Fees
Administrative Processing Fee $164 $164 $164 $164 $164 per hour, assumes 1 hour review Building Permit $3,471 $2,645 $1,442 $1,442 $1,078 + $0.006787 fo r each dollar over $100,000 of bldg. valuation Technology Surcharge $278 $212 $115 $115 8% of Building Permit Plan Review Fee $729 $555 $303 $303 42% of Building Permit Fee; 50% of amount for Master Plan projects.

Technology Surcharge $58 $44 $24 $24 8% of Plan Review Fee Planning Review Fee $109 $83 $45 $45 15% of Plan Review Fee Planning Inspection Fee $468 $468 $468 $468 Flat rate; c harged when Planning Division performs inspections.

Seismic/Strong Motion $59 $43 $20 $20 $0.00013 per $1 of bldg. valuation General Plan Recovery Fee $1,177 $860 $399 $399 $2.60 per $1,000 of bldg. valuation Green Building/CBSC Fee $19 $14 $7 $7 $1 per $25,000 of bldg. valuation or fraction, thereof Construction Excise Tax $2,067 $1,504 $788 $788 0.008 * valuation of 2002 bldg. + equipment valuation Fire Inspection Fee $325 $242 $110 $110 $0.11 x gross square feet Fire Plan Review Fee $255 $255 $255 $255 $255 per hour, assumes 1 hour review Subtotal Processing Fees $9,177 $7,090 $4,141 $4,141
City Development Impact Fees
Transportation Development Impact Fee (TDIF) [1] $0 $0 $0 $0 Exempt Water Development Fee $8,539 $8,539 $2,079 $2,224 single fam: 1" meter for single family; multifamily: 2 2" meters per acre; effective July 1, 2024; phased in over 4 years.

Water Easement Tap Installation Fee $2,208 $2,208 $2,208 $2,208 Assumes 1" domestic meter for single family and multifamily Water Meter Installation $723 $723 $723 $723 Assumes 1" domestic meter for single family and multifamily Residential Construction Water Use Fee $201 $201 $7 $8 Flat rate per residential lot; multifamily: rate per lot / units per acre.

City Business Operations Tax $181 $132 $61 $61 $0.0004 per $1 of bldg. valuation; Max. $5,000/year/contractor Erosion and Sediment Control (ESC) $70 $70 $50 $50 Flat rate per single family lot; multifamily rate for < 5,000 building square fee t.

Delta Shores
Residential
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Table 6-1
Delta Shores Public Facilities Financing Plan - 2025 Update Cost Burden: Delta Shores (2025$)
Item Notes
LDR MDR HDR Mixed Use
Home Price $700,000 $600,000 $350,000 $350,000
Delta Shores
Residential
City Sewer Development Fee [2] $0 $0 $0 $0 Exempt
Neighborhood and Community Parks $4,603 $4,140 $2,300 $2,300 $4,603 per uni t for units 2,000 sq. ft. or larger; $2.30 per sq.ft for unit 750-1,999 sq.ft.

Citywide Parks/Facilities $2,344 $2,106 $1,170 $1,170 $2,344 per unit fo r units 2,000 sq. ft. or larger; $1.17 per sq.ft for unit 750-1,999 sq.ft.

Housing Impact Fee $8,900 $6,408 $3,560 $3,560 $3.56 per unit sq. ft.

Residential Construction Tax $385 $385 $315 $315 Single family: assumes 3 or more bedrooms; multifamily: assumes 2 bedrooms.

Subtotal City Fees $28,154 $24,912 $12,474 $12,619
Other Agency Fees
SAFCA Development Impact Fee $5,250 $3,780 $1,200 $1,200 Per habitable area sq. ft.; single fam ily: $2.10; multifamily: $1.20 (effective 1/4/2020) I-5 Subregional Corridor Mitigation Program [3] $0 $0 $0 $0 Exempt Sacramento Countywide Transportation Mitigation Fee $1,758 $1,599 $1,355 $1,355 $1,758 (unit > 2,400 sq.ft.); $1,599 (1,600-2,400 sq.ft.).; $1,355 (801-1,200 sq.ft.) SASD Sewer Treatment Fee $6,479 $6,479 $4,859 $4,859 Sacramento City Unified School District $12,825 $9,234 $5,130 $5,130 $5.13 per residential square foot.

Subtotal Other Agency Fees $26,312 $21,092 $12,544 $12,544 Plan Area Fees
Regional Infrastructure $6,212 $4,735 $4,621 $4,621 Roadway $4,574 $3,487 $3,403 $3,403
Sewer $3,732 $3,732 $2,799 $2,799
Storm Drainage $3,362 $2,380 $1,309 $1,259 Regional Park $1,280 $1,280 $756 $756 Trails $684 $684 $404 $404
Open Space $1,759 $1,759 $1,039 $1,039 Police $363 $363 $214 $214
Fire $3,283 $3,283 $1,939 $1,939
Transit $92 $92 $54 $54 Library $1,303 $1,303 $770 $770
Financing Plan Administration and Updates $799 $693 $519 $518 Subtotal Plan Area Fees $27,443 $23,791 $17,827 $17,776 TOTAL COST BURDEN PER UNIT $91,086 $76,885 $46,986 $47,080 C
ost Burden as % of Unit Sales Price 13.0% 12.8% 13.4% 13.5% Source: City of Sacramento; and EPS.

Note: Feasibility Range, based on numerous feasibility analyses conducted by EPS over the last two decades, is described as follows:

Below 15%: Feasible
15% - 20%: May be feasible
Above 20%: Questionable feasibility
[1] Delta Shores has fulfilled their obligation to the TDIF through construction of the CRB improvements and pursuant to the terms of the Delta Shores Development Agreement and the Cosumnes River Boulevard Cost Share Agreement.
[2] D elta Shores is exempt from the City Sewer fee because of constructing sewer improvements funded through the Delta Shores Impact Fee Program. [3] T he inclusion of freeway impacts in the Delta Shores EIR and the resulting freeway impacts mitigation measures, including construction of an auxiliary lane and 60% of interchange cost, satisfied freeway mitigation requirements.

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Table 6-2
Delta Shores Public Facilities Financing Plan - 2025 Update Cost Burden: Stone Beetland (2025$)
Item Notes

LDR MDR HDR
Home Price $700,000 $600,000 $350,000
Assumptions
Net Acres 30.2 25.0 17.9
Number of Units 190 262 711
Units per Acre 6.3 10.5 39.7
Building Valuation
Construction Type VB VB VA
Unit Size (sq. ft.) 2,500 1,800 1,000
Garage Square Feet 450 400 N/A
Valuation per Bldg. Sq. Ft. (Living Area) $169.09 $169.09 $153.58 February 2025 Valuation per Bldg. Sq. Ft. - Garage (U) $66.20 $66.20 N/A February 2025 Building Valuation per Unit $452,515 $330,842 $153,580
2002 Building plus Equipment Valuations
Valuation per Bldg. Sq. Ft.- Living Area $92.40 $92.40 $92.40 Valuation per Bldg. Sq. Ft. - Garage $24.30 $24.30 N/A
Air Conditioning - Living Area $3.50 $3.50 $3.50
Sprinklers - Living Area and Garage $2.60 $2.60 $2.60
Building and Equipment Valuation $258,355 $188,060 $98,500 Processing Fees
Administrative Processing Fee $164 $164 $164 $164 per hour, assumes 1 hour review Building Permit $3,471 $2,645 $1,442 $1,078 + $0.006787 for each dollar over $100,000 of bldg. valuation Technology Surcharge $278 $212 $115 8% of Building Permit Plan Review Fee $729 $555 $303 42% of Building Permit Fee; 50% of amount for Master Plan projects.

Technology Surcharge $58 $44 $24 8% of Plan Review Fee
Planning Review Fee $109 $83 $45 15% of Plan Review Fee Planning Inspection Fee $468 $468 $468 Flat rate; char ged when Planning Division performs inspections.

Seismic/Strong Motion $59 $43 $20 $0.00013 per $1 of bldg. valuation General Plan Recovery Fee $1,177 $860 $399 $2.60 per $1,000 of bldg. valuation Green Building/CBSC Fee $19 $14 $7 $1 per $25,000 of bldg. valuation or fraction, thereof Construction Excise Tax $2,067 $1,504 $788 0.008 * valuation of 2002 bldg. + equipment valuation Fire Inspection Fee $325 $242 $110 $0.11 x gross square feet Fire Review Fee $255 $255 $255 $255 per hour, assumes 1 hour review Subtotal Processing Fees $9,177 $7,090 $4,141
City Development Impact Fees
Transportation Development Impact Fee (TDIF) [1] $0 $0 $0 Exempt Water Development Fee $8,539 $8,539 $1,456 single fam: 1" meter for single family; multifamily: 2 2" meters per acre; effective July 1, 2024; phased in over 4 years.

Water Easement Tap Installation Fee $2,208 $2,208 $2,208 Assumes 1" domestic meter for single family and multifamily Water Meter Installation $723 $723 $723 Assumes 1" domestic meter for single family and multifamily Residential Construction Water Use Fee $201 $201 $5 Flat rate per residential lot; multifamily: rate per lot / units per acre.

City Business Operations Tax $181 $132 $61 $0.0004 per $1 of bldg. valuation; Max. $5,000/year/contractor Erosion and Sediment Control (ESC) $70 $70 $50 Flat rate per single family lot Stone Beetland
Residential
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Table 6-2
Delta Shores Public Facilities Financing Plan - 2025 Update Cost Burden: Stone Beetland (2025$)
Item Notes

LDR MDR HDR
Home Price $700,000 $600,000 $350,000
Stone Beetland
Residential
City Sewer Development Fee [2] $0 $0 $0 Exempt
Neighborhood and Community Parks $4,603 $4,140 $2, 300 $4,574 per unit for units 2,000 sq. ft. or larger; $2.29 per sq.ft for unit 750-1,999 sq.ft.

Citywide Parks/Facilities $2,344 $2,106 $1,170 $2,344 per unit for uni ts 2,000 sq. ft. or larger; $1.17 per sq.ft for unit 750-1,999 sq.ft.

Housing Impact Fee $8,900 $6,408 $3,560 $3.56 per unit sq. ft.

Residential Construction Tax $385 $385 $315 Single family: assumes 3 or more bedrooms; multifamily: assumes 2 bedrooms.

Subtotal City Fees $28,154 $24,912 $11,848
Other Agency Fees
SAFCA Development Impact Fee $5,250 $3,780 $1,200 Per habitable area sq. ft.; single fam ily: $2.10; multifamily: $1.20 (effective 1/4/2020) I-5 Subregional Corridor Mitigation Program [3] $0 $0 $0 Exempt Sacramento Countywide Transportation Mitigation Fee $1,758 $1,599 $1,355 $1,758 (unit > 2,400 sq.ft.); $1,599 (1,600-2,400 sq.ft.).; $1,355 (801-1,200 sq.ft.) SASD Sewer Treatment Fee $6,479 $6,479 $4,859 Sacramento City Unified School District $12,825 $9,234 $5,130 $5.13 per residential square foot.

Subtotal Other Agency Fees $26,312 $21,092 $12,544 Plan Area Fees
Regional Infrastructure $11,428 $8,710 $8,501
Roadway $4,574 $3,487 $3,403
Sewer $4,632 $4,632 $3,474
Trails $700 $700 $413
Police $318 $318 $188
Fire $2,636 $2,636 $1,557
Library $1,143 $1,143 $675
Financing Plan Administration and Updates $763 $648 $546 Subtotal Plan Area Fees $26,194 $22,275 $18,757
TOTAL COST BURDEN PER UNIT $89,837 $75,369 $47,290
Cost Burden as % of Unit Sales Price 12.8% 12.6% 13.5%
Source: City of Sacramento; and EPS.

Note: Feasibility Range, based on numerous feasibility analyses conducted by EPS over the last two decades, is described as follows:

Below 15%: Feasible
15% - 20%: May be feasible
Above 20%: Questionable feasibility
[1] Delta Shores has fulfilled their obligation to the TDIF through construction of the CRB improvements and pursuant to the terms of the Delta Shores Development Agreement and the Cosumnes River Boulevard Cost Share Agreement.
[2] Delta Shores is exempt from the City Sewer fee because of constructing sewer improvements funded through the Delta Shores Impact Fee Program. [3] The inclusion of freeway impacts in the Delta Shores EI R and the resulting freeway impacts mitigation measures, including construction of an auxiliary lane and 60% of interchange cost, satisfied freeway mitigation requirements.

Prepared by EPS 12/5/2025 232120 DS FP 12.3.25.xlsxZ:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx 67 Table 6-3
Delta Shores Public Facilities Financing Plan - 2025 Update Test of 2 Percent Sales Price - Market-Rate Units
Item Assumptions Low-Density Medium Density High Density Mixed Use Home Price Estimate [1] $700,000 $600,000 $350,000 $350,000 Less Homeowner's Exemption ($7,000) ($7,000) ($7,000) ($7,000) Assessed Value [2] $693,000 $593,000 $343,000 $343,000
General Property Tax 1.00% $6,930 $5,930 $3,430 $3,430
Other
Ad Valorem Taxes [3]
Los Rios College GOB 0.0192% $133 $114 $66 $66
SACTO Unified GOB 0.1278% $886 $758 $438 $438
Subtotal Other
Ad Valorem Taxes 0.1470% $1,019 $872 $504 $504
Total Ad Valorem Taxes $7,949 $6,802 $3,934 $3,934
Special Taxes and Assessments
Citywide Landscape & Lighting Assessment Dist. [4] $96 $96 $67 $67 Neighborhood Park Maintenance CFD $81 $81 $47 $47
Sacramento Core Library Services Tax [5] $15 $15 $15 $15 Sacramento Library Services Tax [6] $39 $39 $39 $39
SAFCA Consolidated Capital Assessment #2 [7] $182 $137 $101 $101 SAFCA O&M Assessment #1 [8] $52 $52 $40 $40
Sac Maintenance CFD No. 2014-04 [9] $545 $428 $259 $260 Sac Services CFD No. 2018-05 Tax Zone 3 - Delta Shores South [10] $291 $291 $0 $0 Maintenance Area #9 [11] $19 $19 $19 $19
Delta Shores Infrastructure CFD 2019-01 $2,045 $1,592 $260 $260 Total Special Taxes and Assessments $3,366 $2,751 $848 $849 Total Tax Burden $11,315 $9,552 $4,782 $4,783
Tax Burden as % of Home Price 1.62% 1.59% 1.37% 1.37%
Source: Gregory Group, Development & Financial Advisory, EPS. [1] Home prices based on input from project applicant and generally consistent with current home pricing data. [2] The adjusted assessed value is the value upon which the 1% property tax rate, as allowed under Proposition 13, is calculated. [3] 2023-24 Tax Rates.
[4] Landscaping and Lighting Assessment District, City of Sacramento, levied on property owners based on land use, subject to annual adjustment in proportion to the increase in the Consumer Price Index (CPI), San Francisco area, all items, most recently available prior to the date of adjustment. This increase shall not exceed 3% in any year. [5] This is a parcel tax for library services in the City of Sacramento. A parcel tax for library services is imposed upon every parcel of real property in the City to assist in funding the core library services provided by the City. Core library services include, without limitation, open hours at City libraries, library staff, acquisition of library materials and access to technology. [6] Sacramento Library Services Tax, City of Sacramento, imposed upon every parcel of real property in the city, subject to annual adjustment in proportion to the increase in the CPI, San Francisco area, all items, most recently available prior to the date adjustment. This increase shall not exceed 3% in any year. [7] SAFCA (Sacramento Area Flood Control Agency) Consolidated Capital Assessment levied on property owners based on the benefit zone, land use, and building sq. ft., subject to annual recalculation from changes in development activity, zoning, conditional use permits, and lot splits.
[8] SAFCA Operation and Maintenance Assessment for Assessment District No. 1 levied on properties within the district boundaries based on zone type (wet or dry), land use, and parcel size, subject to minimum annual assessment of $1.50 to reflect SAFCA's administration costs and assessment recalculation from changes in development activity, zoning, conditional use permits, and lot splits.
[9] Delta Shores is subject to a maintenance agreement and was annexed into CFD 2014-04. Among other things, the CFD will provide funding for interchange maintenance and landscape maintenance for backbone roadways and extension roads. [10] This CFD applies to a portion of Delta Shores between Consumnes River Blvd. and Delta Shores Circle South. Other parts of Delta Shores may annex into the CFD a different rates or may not be required to annex into the CFD at all. [11] Maintenance Area #9, This assessment finances state maintenance of levees on the east side of the Sacramento River.

Residential Units
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Development in Delta Shores and Stone Beetland is subject to participation in several special districts for services and ongoing maintenance with proposed and established rates as specified in Table 6-3. When combined with the Delta Shores infrastructure special taxes, total taxes and assessments for Delta Shores are within the feasibility range, at 1.4 to 1.6 percent of home values. Because the total tax and assessment burden remains within feasible ranges after the addition of the services and infrastructure taxes and assessments, these special taxes and assessments are not anticipated to adversely affect the project’s competitiveness relative to other similarly positioned projects.

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Implementation and Administration
Finance Plan Implementation
Following adoption of the 2019 Finance Plan, the City took the following actions:

1. Implemented the Delta Shores Impact Fee Program.

2. Formed a land-secured financing districts, CFD 2019-1 to fund a portion of Regional Infrastructure, Backbone Infrastructure, and Public Facilities.

Finance Program Administration
This chapter describes the implementation and administration of the current infrastructure and public facilities financing program for Delta Shores. It is anticipated that the Finance Plan and related Nexus Study will need to be periodically updated as new information becomes available.

Changes in the CIP and Financ e
Programs
The Finance Plan principles outlined in Chapter 1 require that, as the Finance Plan is implemented, Finance Plan Facilities costs and available funding sources be re-evaluated on a regular basis, as they are anticipated to change as development occurs. Changes in the actual or assumed Finance Plan Facilities cost estimates or funding should be re-evaluated in the context of the overall financing strategy to ensure required funding is available when needed.

Possible refinements are listed below:
• New or revised Infrastructure projects.
• New cost information based on actual construction costs, updated engineering estimates, or changes in the land use plan.
• New funding source data.
• Inflation adjustments to cost and funding data.
• Land use changes to the Combined Projects.

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Changes to required or completed infrastructure could include higher or lower cost estimates, as well as changes in funding sources. As development occurs and infrastructure is completed, remaining costs and funding amounts for each funding source will need to be adjusted. In addition, costs and funding sources should be adjusted annually to reflect inflation and adjust the costs and funding amounts to current year dollars. Changing market conditions also may permit an increased funding burden on private development.

Annual Inflation Adjustment
The Delta Shores Impact Fee Program costs are adjusted annually as detailed in the Delta Shores Development Agreement between the City and the Delta Shores Master Developer. The Development Agreement is attached to this report as Appendix E.

The inflation adjustment varies depending on the fee component and by whether the cost is a remaining construction cost for uncompleted infrastructure or a fee program credit due to a developer for providing advance-funding, as summarized below.

Regional Infrastructure
The Regional Infrastructure improvements have been completed and were funded by the Delta Shores master developer. Stone Beetland owes Delta Shores reimbursement for its fair share of the costs, and this reimbursement amount is included as the remaining Regional Infrastructure costs.

Stone Beetland’s obligation is adjusted by the overall percentage adjustment in the remaining Backbone Infrastructure and Public Facilities costs combined, as long as that adjustment is greater than zero. Otherwise, there is no adjustment made to the remaining Regional Infrastructure Costs.

Backbone Infrastructure
As detailed in full in the Delta Shores Development Agreement, the method for adjusting Backbone Infrastructure costs annually involves first establishing a “benchmark cost estimate” and resulting “benchmark percentage change” from the previous year. The benchmark cost estimate is based on a peer review set of detailed costs prepared annually by a third-party professional engineering consultant contracted by the City. The benchmark percentage change reflects the percentage change in the estimated costs of uncompleted improvements as compared to the estimated costs from the prior year.

The benchmark percentage change is then compared to the percentage change in either the San Francisco Engineering News Record Construction Cost Index (ENR CCI) or the Caltrans Cost Index over the same time frame, whichever is greater. If the difference between the benchmark percentage change and the percentage change for the chosen index is greater than or equal to 5 percentage points, then the City will use the benchmark percentage change to adjust costs for uncompleted Backbone Delta Shores Finance Plan Update
March 2026
Economic & Planning Systems, Inc. (EPS) 72
Infrastructure. Otherwise, the City will adjust costs for those improvements using the percentage change in the selected index. The one exception is that if the resulting percentage change is less than zero, no cost adjustment will be made.

Public Facilities
The Public Facilities costs will be updated by the percentage change in the San Francisco ENR CCI over the same time frame used to develop the percentage change for the Regional Infrastructure and Backbone Infrastructure. The one exception is that if the resulting percentage change is less than zero, no cost adjustment will be made.

Fee Program Credits
Delta Shores Impact Fee Program credits due to developers who advance funded improvements are adjusted annually for inflation at the same time that the uncompleted improvements costs are inflated. The credits percentage adjustment is equal to the percentage adjustment for all uncompleted Backbone Infrastructure and Public Facilities combined, as long as that adjustment is greater than zero. Otherwise, there is no adjustment made to the remaining Regional Infrastructure Costs.

Reimbursements and Fee Credits
Under the City’s capital improvement policy, the City and individual developers may agree to have developers build or advance-fund certain Finance Plan Facilities contained in the CIP. The Finance Plan Facilities advance-funded or built may be part of the Delta Shores Impact Fee Program or funded by non-fee revenues. The City and developers may enter into credit and reimbursements agreements that specify the terms for developers to receive reimbursements or fee credits.

Infrastructure projects that are the financial responsibility of the developer (i.e., designated as private capital) are not subject to reimbursement or fee credits.

For instance, if a developer constructs and funds the extension of a roadway contained in the fee program, then the developer would be eligible for a reimbursement or fee credit up to the amount of funding that was to be included in the fee program. In such an instance, the City and developer would come to agreement before construction of the improvement to determine the amount, timing, and manner of repayment of the advance-funding, i.e., fee credit or reimbursement and enter into a credit and reimbursement agreement.

The City and the Delta Shores master developer entered into an Acquisition, Reimbursement, and Credit Agreement for Construction of Delta Shores Public Infrastructure (August 18, 2020) that details the amount and conditions for receiving or transferring Delta Shores Impact Fee Program credits for an initial phase of improvements advance-funded by the master developer. This agreement is included as Appendix F of this Finance Plan.

APPENDICES:

Appendix A: Capital Improvement Plan
Appendix B: Infrastructure Cost Allocation
Appendix C: Fee Program Revenues
Appendix D: Backbone Infrastructure and
Public Facilities Nexus Findings
Appendix E: Delta Shores
Development Agreement
Appendix F: Delta Shores Credit and
Reimbursement Agreement

APPENDIX A:

Capital Improvement Plan

Table A-1 Summary of Remaining Delta Shores
Impact Fee-Funded Facility Costs .......................... A-1 Table A-2 Remaining Regional and Backbone
Infrastructure Costs and Funding Sources ............... A-2 Table A-3 Remaining Regional Roadway and Backbone
Infrastructure Improvement Costs ......................... A-3 Table A-4 Summary of Backbone Infrastructure
Credits and Reimbursement Distribution ................. A-4 Table A-5 24th Street Roadway Segment Detailed Costs ......... A-5 Table A-6 24th Street Extension to
Meadowview 102-Acre Site Cost Detail ................... A-6 Table A-7 Traffic Signal Cost Detail ...................................... A-7 Table A-8 Sewer Pump Station Cost Detail ............................ A-8 Table A-9 Drainage Trunk Line 1D Cost ................................ A-9 Table A-10 24" Water Main in 24th Street between
Meadowview RD and Consumnes River Blvd. ......... A-10
Table A-11 Delta Shores Regional Park Cost .......................... A-11 Table A-12 Delta Shores Trails Costs .................................... A-12 Table A-13 Public Open Space Costs .................................... A-13 Table A-14 Delta Shores Open Space Lots—Public .................. A-14 Table A-15 Combined Project Police Facilities Contribution ...... A-15 Table A-16 Delta Shores and Stone Beetland
Share of Fire Facility Costs ................................. A-16 Table A-17 Delta Shores Transit Costs .................................. A-17 Table A-18 Estimated Delta Shores Library Facility and
Equipment Costs ............................................... A-18 Table A-19 Library Facility Level of Service Standard .............. A-19 Table A-20 Existing City of Sacramento
Library Facilities Inventory.................................. A-20 Table A-21 ENR Construction Cost Index and Caltrans
Highway Construction Price Index ........................ A-21 Table A-1
Delta Shores Public Facilities Financing Plan - 2025 Update City of Sacramento
Summary of Remaining Delta Shores Impact Fee-Funded Facility Costs (2025$) Item
Remaining
Infrastructure
Cost [1]
Pct. Distrib. of
Cash Bal. and
Cred/Reimb. [2]
Cash
Balance [2]
Credits/
Reimb [2]
Net Remaining
DIF-Funded
Costs
Delta
Shores
Stone
Beetland Shared Total
Regional Infrastructure (Completed) [1] $12,920,731 NA ($564,405) $31,685,703 $44,042,029 $31,121,298 $12,920,731 $0 $44,042,029 Backbone Infrastructure
Roads $23,117,918 33.5% ($133,181) $5,105,923 $28,090,660 $0 $0 $28,090,660 $28,090,660 Sewer [3] $18,830,690 12.2% ($48,455) $1,857,687 $20,639,922 $0 $0 $20,639,922 $20,639,922 Storm Drainage - DS Only $3,031,476 54.3% ($215,483) $8,261,245 $11,077,239 $11,077,239 $0 $0 $11,077,239 Subtotal Backbone Infrastructure $44,980,084 100.0% ($397,119) $15,224,856 $59,807,821 $11,077,239 $0 $48,730,582 $59,807,821 Public Facilities
Regional Park $4,706,888 NA $0 $0 $4,706,888 $4,706,888 $0 $0 $4,706,888 Trails $3,023,230 9.3% ($215,537) $319,309 $3,127,002 $319,309 $0 $2,807,693 $3,127,002 Open Space $6,256,113 19.3% ($446,020) $660,761 $6,470,854 $6,470,854 $0 $0 $6,470,854 Police Facilities $1,724,106 5.3% ($122,918) $182,098 $1,783,286 $182,098 $0 $1,601,188 $1,783,286 Fire Facilities [4] $15,389,568 47.6% ($1,097,177) $1,625,424 $15,917,815 $1,625,424 $0 $14,292,392 $15,917,815 Transit $365,665 1.1% ($26,070) $38,621 $378,217 $378,217 $0 $0 $378,217 Library $5,598,366 17.3% ($399,127) $591,291 $5,790,530 $591,291 $0 $5,199,239 $5,790,530 Subtotal Other Facilities $37,063,936 100.0% ( $2,306,848) $3,417,504 $38,174,592 $14,274,080 $0 $23,900,512 $38,174,592 Subtotal PFF-Funded Costs $94,964,751 ($3,268,372) $50,328,063 $142,024,442 $56,472,616 $12,920,731 $72,631,094 $142,024,442 Administration (3%) $2,848,943 ($98,051) $1,509,842 $4,260,733 $1,694,178 $387,622 $2,178,933 $4,260,733 Total PFF-Funded Costs with Admin. $97,813,693 ($3,366,423) $51,837,905 $146,285,175 $58,166,795 $13,308,353 $74,810,027 $146,285,175 Source: City of Sacramento; Harris & Associates; EPS.
[1] For Regional Infrastructure, all infrastructure has been completed and was funded by Delta Shores. The Remaining Infrastructure Cost represents the reimbursements owed b y
Stone Beetland to Delta Shores for its fair share of the costs. [2] T otal r
egional infrastructure, backbone infrastructure, public facilities, and administration cash balance and credits provided by the City as of July 1, 2025. Credits also include wetland swales credits provided by the City in November 2025. See Table A-4 for backbone infrastructure percentage distribution calculation (based on credits distribution). Percentage distribution for public facilities based on cost distribution of all public facilities excluding regional parks. Total credits are outstanding credit balances of property owners that will be utilized in the future. Includes inflation adjustment.
[3] Remaining DIF-Funded Costs for Sewer facilities excludes the portion funded by Meadowview 102. [4] Rem aining DIF-Funded Costs for Fire facilities excludes the portion covered by City funding.

Cost DistributionRemaining DIF-Funded Costs
Delta Shores Impact
Fee Program
Prepared by EPS 1/27/2026 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 1.8.26.xlsxA-1 Table A-2
Delta Shores Public Facilities Financing Plan - 2025 Update Remaining Regional and Backbone Infrastructure Costs and Funding Sources (2025$) Item Source
Delta
Shores
Stone
Beetland
Shared
Cost
Delta
Shores
Stone
Beetland
Delta
Shores
Stone
Beetland
ABC D E A +C*D B +C*E
Regional Infrastructure
I5 & Cosumnes River Blvd (constructed) [2] Table A-3 $10,807,945 - - - $10,807,945 - N/A N/A - $10,807,945 I5/CRB Enhancements (constructed) [2] Table A-3 $2,112,786 - - - $2,112,786 - N/A N/A - $2,112,786 Cost Adjustments [3] Table A-1 $31,121,298 - - $31,121,298 - - N/A N/A $31,121,298 - Subtotal Regional Roadways $44,042,029 $0 $0 $31,121,298 $12,920,731 $0 $31,121,298 $12,920,731 Backbone Infrastructure
Roads
Delta Shores Circle South 1A (constructed) - - - - - - 81.6% 18.4% - - Delta Shores Circle North 1B (constructed) - - - - - - 81.6% 18.4% - - 24th Street Table A-5 $19,925,592 - - - - $19,925,592 81.6% 18.4% $16,256,918 $3,668,674 24th Street Extension Table A-6 $1,823,900 - - - - $1,823,900 81.6% 18.4% $1,488,086 $335,814 Traffic Signals Table A-7 $1,368,426 - - - - $1,368,426 81.6% 18.4% $1,116,473 $251,953 Cost Adjustments [3] Table A-1 $4,972,742 - - - - $4,972,742 81.6% 18.4% $4,057,168 $915,575 Subtotal Roads $28,090,660 $0 $0 $0 $0 $28,090,660 $22,918,645 $5,172,015 Sewer
Delta Shores Circle South 1A (constructed) - - - - - N/A N/A - - Regional Sewer Lift Station and Force Main Table A-8 $22,172,757 - $3,342,067 - - $18,830,690 77.1% 22.9% $14,511,997 $4,318,693 Cost Adjustments [3] Table A-1 $1,809,232 - - - - $1,809,232 77.1% 22.9% $1,394,297 $414,935 Subtotal Sewer $23,981,989 $0 $3,342,067 $0 $0 $20,639,922 $15,906,294 $4,733,628 Storm Drain
Drainage - 2 Regional Basins & 3 WQ Ponds (constructed) - - - - - - N/A N/A - - Delta Shores Circle South 1A (constructed) - - - - - - N/A N/A - - Interconnections 1C (constructed) - - - - - - N/A N/A - - Drainage Trunk Line 1D Table A-9 $3,031,476 - - $3,031,476 - - N/A N/A $3,031,476 - Drainage Swale (constructed) DNU - - - - - - N/A N/A - - Cost Adjustments [3] Table A-1 $8,045,763 - - $8,045,763 - - N/A N/A $8,045,763 - Subtotal Storm Drain $11,077,239 $0 $0 $11,077,239 $0 $0 $11,077,239 $0 Water
Transmission Main (Franklin to Freeport / constructed) [4] - - - - - - 0.0% 0.0% - - 24th Water Main @24th St Table A-10 $5,181,800 $5,181,800 - - - - 0.0% 0.0% - - Subtotal Water $5,181,800 $5,181,800 $0 $0 $0 $0 $0 $0
Total Backbone Infrastructure $68,331,688 $5,181,800 $3,342,067 $11,077,239 $0 $48,730,582 $49,902,178 $9,905,644 Total Regional and Backbone Infrastructure $112,373,717 $5,181,800 $3,342,067 $42,198,537 $12,920,731 $48,730,582 $81,023,476 $22,826,375 Source: City of Sacramento; Merlone Geier Partners; EPS. [1] Shared road costs allocated based on trips, per the Delta Shores and Stone Boswell Trip Generation and Distribution Study conducted by Fehr & Peers (4/24/07); nonresidential trip rate for Village/Regional Center applied to all nonresidential categories. Shared sewer costs allocated based on gallons per day factors from Delta Shores Sewer Study (MSA) [11/2008]. Storm drain shared costs allocated based on runoff coefficient factors from GCG Financing Plan [2/8/2008].
[2] All Regional Infrastructure has been completed and was funded by Delta Shores. The Total Remaining Cost for these improvem ents represents the reimbursements owed by Stone Beetland to Delta Shores for its fair share of the costs.
[3] Cost adjustments consist of credits and reimbursements owed to developers for advance funding. See Table A-1. [4] Paid as part of CRB enhancements.

Total
Remaining
Cost
Existing City/
Other Fees
Other
Development
Projects
Delta Shores and Stone Beetland Impact Fee
Initial Cost Allocation Shared Cost Allocation [1] Total Cost Allocation Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx A-2
Table A-3
Delta Shores Public Facilities Financing Plan - 2025 Update Remaining Regional and Backbone Infrastructure Improvement Costs (2025$) Item Source
Remaining Cost
(2025$) [1]
Regional Infrastructure
I5 & Cosumnes River Blvd (constructed) [2] $10,807,945
I5/CRB Enhancements (constructed) [2] $2,112,786
Subtotal Regional Infrastructure $12,920,731
Backbone Infrastructure
Roadways
Delta Shores Circle South 1A (constructed) $0
Delta Shores Circle North 1B (constructed) $0
24th Street Table A-5 $19,925,592
24th Street Extension to Meadowview 102 Acre Site Table A-6 $1,823,900 Traffic Signals Table A-7 $1,368,426
Subtotal Roadways $23,117,918
Sewe
r
Delta Shores Circle South 1A (constructed) $0
Regional Sewer Lift Station and Force Main
Lift Station Table A-8 $10,262,002
Force Main Table A-8 $11,910,755
Subtotal Sewer $22,172,757
Storm Drain
Drainage - 2 Regional Basins & 3 WQ Ponds (constructed) $0 Delta Shores Circle South 1A (constructed) $0
Interconnections 1C (constructed) $0
Drainage Trunk Line 1D Table A-9 $3,031,476
Wetland Swale (constructed) DNU $0
Subtotal Storm Drain $3,031,476
Wate
r
Transmission Main (Franklin to Freeport) (constructed) $0 24" Water Main @24th St Table A-10 $5,181,800
Subtotal Water $5,181,800
Total Regional and Backbone Infrastructure $66,424,682
Source: City of Sacramento; Merlone Geier; Teichert Construction; RMC Constructors; MSA Engineering; Harris Engineering; EPS.
[1] Total construction costs prior to being adjusted for fee program fund balances and credits. Costs differ from costs in Table A-1, which are Delta Shores Impact Fee Program costs only and include adjustments for fee program fund balances and credits. Sewer costs on this table include costs funded by other areas. [2] All Regional Infrastructure has been completed and was funded by Delta Shores. The Remaining Cost represents the amount that Stone Beetland owes Delta Shores for its fair share of the costs.

Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25. xlsx A-3
Table A-4
Delta Shores Public Facilities Financing Plan - 2025 Update City of Sacramento
Summary of Backbone Infrastructure Credits and Reimbursement Distribution Item
Village/Regional
Center Fees
Initial Phase
Funded Amount
Less
Merlone Geier
Fee Obligation
Credits/
Reimb. Percentage
Initial
Phase [1]
Delta Shores
Circle North
Phase 1B
Wetland
Swales Total Percentage
Building Square Feet 926,038
Backbone Infrastructure
Roads $9.97 $11,957,488 ($9,232,599) $2,724,889 25.6% $2,948,506 $2,157,417 $0 $5,105,923 33.5% Sewer $0.20 $1,902,006 ($185,208) $1,716,799 16.1% $1,857,687 $0 $0 $1,857,687 12.2% Storm Drainage $2.60 $8,598,706 ($2,407,699) $6, 191,007 58.2% $6,699,070 $0 $1,562,175 $8,261,245 54.3% Subtotal Backbone Infrastructure $12.77 $22,458,201 ( $11,825,505) $10,632,696 100.0% $11,505,264 $2,157,417 $1,562,175 $15,224,856 100.0% Source: Acquisition, Reimbursement, and Credit Agreement for Construction of Delta Shores Public Infrastructure (Aug. 18, 2020 ); EPS [1] For each improvement type, credits = total outstanding credits ($11,505,234) multiplied by percentage of credits from 2020 . 2025 Credits (as of 12/1/2025)Merlone Geier Credits and Reimbursements (2020) Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx A-4
Table A-5
Delta Shores Public Facilities Financing Plan - 2025 Update 24th Street Roadway Segment Detailed Costs
Item
PFFP
Estimated Cost
per LF
23% Add-on
Costs [1]
20%
Contingency
Total PFFP
Cost per LF
Total PFFP
Cost
Linear Feet 3,319
Clearing and Grubbing $19 $4 $4 $27 $88,279
Roadway Excavation $210 $48 $42 $300 $996,696
6" AC / 24" AB $365 $84 $73 $521 $1,729,979
Vertical Curb and Gutter $40 $9 $8 $57 $189,847
Median Curb $35 $8 $7 $50 $166,116
Detached Sidewalk $72 $17 $14 $103 $341,724
Striping and Signage $8 $2 $2 $11 $37,969
Local Drainage $76 $18 $15 $109 $361,895
Street Lighting $19 $4 $4 $27 $88,991
Joint Utility Trench $100 $23 $20 $143 $474,617
Median Landscaping $50 $11 $10 $71 $234,935
Back of Curb Landscaping $70 $16 $14 $101 $334,463
Total (2009$) $1,063 $245 $213 $1,520 $5,045,511 Cost for Whole Segment (2009$) $3,528,330 $811,516 $705,666 $1,520 $5,045,511 Cost for Whole Segment (2025$) [2] $13,933,980 $3,204,815 $2,786,796 $6,003 $19,925,592 Source: MSA Engineering; City of Sacramento; Harris Engineering; EPS [1] Add-on costs include 4% for traffic and staging; 1% fo r storm water pollution prevention; and 18% for engineering, inspection, testing, and surveying.
[2] Total cost in 2025$ from 2025 Delta Shores fee update.

Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx A-5
Table A-6
Delta Shores Public Facilities Financing Plan - 2025 Update 24th Street Extension to Meadowview 102 Acre Site Cost Detail (2025$) Item Percentage
PFFP Estimated
Cost
24th Street Extension
Demolition/Site Preparation $174,000
Sanitay Sewer $127,500
Storm Drain $234,900
Water $122,750
Electrical $257,500
Street Improvements $429,400
Landscape $33,000
Subtotal $1,379,050
Contingency 15% $206,858
Total Construction Cost (Rounded) $1,586,000
Soft Cost 15% $237,900
Total Cost $1,823,900
Source: CBG (8/27/2024)
Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx A-6
Table A-7
Delta Shores Public Facilities Financing Plan - 2025 Update Traffic Signal Cost Detail (2025$)
Item PFFP Estimated Cost [1]
24th St and C St $684,213
Circle North and 24th St $684,213
Total $1,368,426
Source: City of Sacramento; Merlone Geier; Harris Engineering; EPS. [1] Includes traffic control and staging, storm water runoff prevention, engineering, inspections, and surveying, and contingency. Rounded to nearest dollar. Signal costs in 2025$ from 2025 Delta Shores fee update.

Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx A-7
Table A-8
Delta Shores Public Facilities Financing Plan - 2025 Update Sewer Pump Station Cost Detail
Item ESDs
Estimated Cost
(2009$) [1]
Estimated Cost
(2025$) [2]
Regional Sewer Lift Station
Contracted Items - $7,925,000
Items to be Contracted - $998,480
Subtotal - $8,923,480
Soft Cost (5% of construction cost) $3,575,000 $446,174 Contingency (10%of construction cost) $71,500 $892,348
Total Regional Sewer Lift Station $3,646,500 $10,262,002 Sump 53 Force Main
Contracted Items - $9,061,860
Items to be Contracted - $1,032,000
Subtotal - $10,093,860
Soft Cost (8% of construction cost) - $807,509
Contingency (10%of construction cost) - $1,009,386
Total Regional Sewer Force Main $1,465,750 $11,910,755
Total $5,112,250 $22,172,757
Cost Obligation [3]
Delta Shores 3,908 - $14,511,997
Stone Beetland 1,163 - $4,318,693
Meadowview 102 900 - $3,342,067
Total 5,971 - $22,172,757
Source: City of Sacramento; Coleman Engineering; T&S Construction; Preston Pipeline. [1] From 2009 Financing Plan
[2] New estimates in 2025$. Lift station estimate from T&S Construction. Force main estimate from Preston Pipeline. Both estimates dated 9-16-2024.
[3] From 2023 ESD Analysis prepared by Coleman Engineering.

Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx A-8
Table A-9
Delta Shores Public Facilities Financing Plan - 2025 Update Drainage Trunk Line 1D Cost
Item 2014$ 2025$
Drainage Trunk Line 1D [1]
Topside [2] $28,200 -
Storm Drain $1,365,460 $3,031,476
Total 1D $1,393,660 $3,031,476
Source: Teichert; DeSilva Gates; Merlone Geier; Harris Engineering; EPS [1] Total cost in 2025$ from 2025 Delta Shores fee update. [2] Topside is not included in the Drainage Trunk Line 1D costs.

Estimated Cost
Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx A-9
Table A-10
Delta Shores Public Facilities Financing Plan - 2025 Update 24" Water Main in 24th Street between Meadowview RD and Consumnes River Blvd.

Item Quantity Units
Unit
Cost
Total
Construction Cost
23% Add-on
Costs [1]
20%
Contingency Total Cost
Transmission Water Facilities
24" Waterline w/ Appurtenances 6,303 LF $230 $1,449,690 $333,429 $289,938 $2,073,057 Connect to Existing Transmission Pipeline 2 EA $25,000 $50,000 $11,500 $10,000 $71,500 Total (2009$) $1,499,690 $344,929 $299,938 $2,144,557
Total (2025$) [2] $3,623,636 $833,436 $724,727 $5,181,800 Source: MSA Engineering; Harris Engineering; EPS
[1] Add-on costs include: 4% for traffic and staging; 1% for storm water pollution prevention; 18% for engineering, inspection , testing, and surveying. [2] Total cost in 2025$ from 2025 Delta Shores fee update.

Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx A-10
Table A-11
Delta Shores Public Facilities Financing Plan - 2025 Update Delta Shores Regional Park Cost
Item Total Cost [1]
Regional Park (2019$) $4,000,000
Regional Park (2025$) [1] $4,706,888
Source: City of Sacramento; EPS.
[1] In 2019, Delta Shores had a $4 million required contribution to offsite facilities, per the terms of the Development Agreement. Current estimate in 2025$ accounts for cost inflation and is equal to the the cost from the 2025 Delta Shores fee update. It was determined that this obligation would be satisfied through inclusion in the Delta Shores Impact Fee Program.

Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx A-11
Table A-12
Delta Shores Public Facilities Financing Plan - 2025 Update Delta Shores and Stone Beetland Trails Costs (2025$)
Item Units Quantity Cost Ph 1C Ph 2 & 3 Total Cost
Class I - Off Street Multi-Use Trails [1]
Earthwork CY $6.00 23,170 $139,020 - - - $0 $139,020 Finish Grading SF $3.00 38,400 46,000 84,400 $253,200 $253,200 3" Asphalt Concrete (12' wide) SF $2.00 288,000 $576,000 28,800 36,000 64,800 $129,600 $705,600 6" Aggregate Base (16' wide) SF $1.60 384,000 $614,400 - - - $0 $614,400 10" Aggregate Base SF $1.60 - - 28,800 36,000 64,800 $103,680 $103,680 6" Decomposed Granite SF $2.00 - - 9,600 12,000 21,600 $43,200 $43,200 Striping and Signage LF $3.30 24,000 $79,200 2,400 3,000 5,400 $17,820 $97,020 Subtotal Class I Trails $1,408,620 $547,500 $1,956,120
Contingency 20% $281,724 20% $109,500 $391,224
Subtotal Class I Trails Cost (2025$) $1,690,344 $657,000 $2,347,344 Other Delta Shores Trail Improvements (South of CRB) [2] New Class 1-Off Street Multi-Use Trail (South of Future HDR-12) 3" AC/6"AB (12' Wide Class I Trail) SF $4.75 16,735 $79,491 - $79,491 2' Decomposed Granite (Class I Trail) SF $2.50 5,580 $13,950 - $13,950 Post & Cable Fence LF $17.00 1,395 $23,715 - $23,715
Subtotal $117,156 - $117,156
Delta Shores South Circle Signalized Pedestrian Crossings $291,300 - $291,300 Consumnes River Boulevard Enhanced Crossing $205,986 - $205,986 Subtotal Trails Cost $614,442 - $614,442
Contingency 10% $61,444 - $61,444
Subtotal Other Trail Cost (2025$) $675,886 - $675,886
Total Trails Costs (2025$) $2,366,230 $657,000 $3,023,230 Cost Distribution Between Delta Shores and Stone Beetland Percent of Total Construction Cost 78.3% 21.7% 100.0%
Construction Cost $2,366,230 $657,000 $3,023,230
Fund Balance ($168,697) ($46,840) ($215,537)
Credits $319,309 $0 $319,309
Total Adjusted Cost $2,516,842 $610,160 $3,127,002
Source: Merlone Gier; Earthcalc; CBG; City of Sacramento. [1] Unit costs from Merlone Geier (July 2023). Trail quantities provided by City and Merlone Geier. Delta Shores preliminary e arthwork quantity per Earthcalc Analysis dated August 4, 2022. Stone Beetland quantities and costs from City (9/10/25) include Phase 1C, 2, and 3 trails. [2] Quantities and cost estimates from CBG (Feb. 22, 2024).

Delta Shores Stone Beetland
Unit
Cost
Total
Cost
Quantity
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Table A-13
Delta Shores Public Facilities Financing Plan - 2025 Update Public Open Space Costs (2025$)
Net Cost
Item Acres per Acre Total
[1]
Open Space Lots [2] 26.2 $238,491 $6,256,113
Total Open Space Cost (2025$) $6,256,113
Source: City of Sacramento 2030 General Plan (July 2008); Merlone Geier; EPS. [1] Cost in 2025$. Amount based on Parcel B acquisition in 2023 escalated to 2024$ using the ENR CCI percentage change used in the Delta Shores 2024 adjustment.

ENR CCI percentage change from 2024 to 2025 was negative, so cost in 2025$ kept at 2024 level.
[2] See Table A-14.

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Table A-14
Delta Shores Public Facilities Financing Plan - 2025 Update Delta Shores Open Space Lots - Public [1] [2]
Land Use Lot
Item Designation ID Total
Delta Shores West Final Map
Open Space C 0.637
Open Space E 0.760
Open Space H 1.888
Subtotal Delta Shores West Final Map 3.284
Delta Shores Phase 2

N/A N/A N/A
Delta Shores Phase 3
Open Space OS-1 G 7.844
Open Space OS-2 H 3.527
Open Space OS-3 I 3.166
Open Space OS-4 J 1.214
Open Space OS-5 P 1.528
Open Space OS-6 M 1.932
Open Space OS-7 L 1.090
Open Space OS-9 R 0.518
Open Space OS-10 D (9) 2.129
Subtotal Delta Shores Phase 3 22.948
Total Delta Shores Open Space Acreage 26.232
Source: Merlone Geier; City of Sacramento.
[1] Excludes Lot B (6.828 acres) that has already been dedicated to the City. [2] Excludes private open space parcels.

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Table A-15
Delta Shores Public Facilities Financing Plan - 2025 Update Combined Project Police Facilities Contribution
Item Formula Amount
Delta
Shores
Stone
Beetland
New South Area Substation [1]
Square Feet 20,000
Cost per Square Foot [2] $926
Total Substation Cost (2019$) a $18,521,107
Substation Cost per Acre
Total Acres Served by Substation b 11,750
Cost per Acre (2019$) c=a/b $1,576
Combined Projects Cost Share
Total Acres [3] d 906.42
Project Cost Share (2019$) e=c*d $1,428,758
Project Percentage f=e/a 7.7%
Project Cost Share (2025$) [4] g $1,724,106
Cost Distribution Between Delta Shores and Stone Beetland Cost Share and Fund Balance Pct.[5] h 81.5% 18.5%
Credits Pct. i 100.0% 0.0%
Construction Cost total g*h $1,724,106 $1,404,414 $319,692 Fund Balance [6] total fund bal*h ($122,918) ($100,126) ($22,792) Credits [6] total credits*i $182,098 $182,098 $0
Total Adjusted Cost $1,783,286 $1,486,386 $296,900
Source: City of Sacramento, SPD, and Delta Shores master developer. [1] The proposed location of the new substation is near 24th Street and Meadowview, north of Delta Shores. [2] Based on February 2009 Finance Plan, escalated from 2009 to 2019 using CCI. Original 2009 construction cost estimates provided by the SPD for an essential services facility is $750 per square foot, which is designed to operate for disaster relief, updated to 2019 using CCI. [3] Project acres in 2019 when Project proportion estimated. [4] Total cost in 2025$ from 2025 Delta Shores fee update. [5] Percentage of total population and employees. See Table 2-3. [6] Total fund balance and credits from Table A-1.

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Table A-16
Delta Shores Public Facilities Financing Plan - 2025 Update Delta Shores and Stone Beetland Share of Fire Facility Costs (2025$) [1] Area Pct. [2] Total Total [3]
Fund
Balance Credits
Delta Shores $800,000 80% $11,909,852 $12,709,852 ($877,741) $1,625,424 $13,457,534 Stone Beetland $0 18% $2,679,717 $2,679,717 ($219,435) $0 $2,460,281 Subtotal $800,000 $14,589,568 $15,389,568 ($1,097,177) $1,625,424 $15,917,815 Other (City) $0 2% $297,746 $297,746 $0 $0 $297,746
Total (2025$) [3] $800,000 $14,887,315 $15,687,315 ($1,097,177) $1,625,424 $16,215,562 Source: Merlone Geier, City of Sacramento, EPS.
[1] Initial phase costs fund fire facilities to satisfy fire service requirements during buildout of the Delta Shores residential phases and are entirely the responsibility of Delta Shores.
[2] Percent share of full buildout costs based on the 2009 Finance Plan and Delta Shores Development Agreement. [3] Total cost in 2025$ from 2025 Delta Shores fee update. Initial total costs were provided by Merlone Geier and the City of Sacramento and adjusted to account for cost inflation.
[4] See Table A-1 for adjustment. Fund balance allocated to Delta Shores and Stone Beetland in proportion to their pct.of full buildout costs.

All credits allocated to Delta Shores.

Full Buildout
Initial
Phase [1]
Total Adjusted
Cost
Adjustments [4]
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Table A-17
Delta Shores Public Facilities Financing Plan - 2025 Update Delta Shores Transit Costs [1]
Improvement [2] Quantity Unit Unit Cost Total Cost
Bus Stop Signage 17 each $250 $4,250
Bus Stop Shelter with Bench 17 each $15,000 $255,000
Bus Stop Trash Receptacle 17 each $250 $4,250
Subtotal $263,500
Contingency (15%) $39,525
Total Delta Shores Transit Cost (2019$) $303,025
Total Delta Shores Transit Cost (2025$) [3] $365,665
Source: MSA Engineering, and EPS.
[1] Delta Shores only.
[2] Excludes bus stop concrete pad, included in road costs. [3] Total cost in 2025$ from 2025 Delta Shores fee update.

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Table A-18
Delta Shores Public Facilities Financing Plan - 2025 Update Estimated Delta Shores Library Facility and Equipment Costs [1] Planned Facilities Amount
Delta
Shores
Stone
Beetland Total
Source Table A-19
Population 10,961 2,598 13,559
Pct. Of Total Population 80.8% 19.2% 100.0%
Facilities (2019$) [2]
Construction $771 per sq. ft. 5,096 $3,176,676 $752,943 $3,929,619 Land Acquisition [3] $239,249 per acre 0.47 $90,504 $21,451 $111,955 Subtotal Facilities $3,267,180 $774,394 $4,041,574
Items (2019$) [2]
Collections $33 per item 17,540 $467,283 $110,757 $578,040 Technology Workstations $1,318 per item 15 $15,945 $3,779 $19,724 Subtotal Items $483,228 $114,536 $597,764
Total Facility and Equipment Costs Rounded (2019$) $3,750,408 $888,930 $4,639,338 Total Facility and Equipment Costs Rounded (2025$) [4] $4,525,679 $1,072,686 $5,598,366 Cost Adjustments
Fund Balance [5] ($322,652) ($76,476) ($399,127)
Credits [5] $591,291 $0 $591,291
Total Adjusted Cost $4,794,319 $996,211 $5,790,530
Source: Sacramento Public Library Authority; County of Sacramento Library Facilities Impact Fee Study; EPS. [1] Cost of planned facilities based on t he existing level of service and the projected future Delta Shores population. [2] Original unit costs are from the 2013 Sacramento Library Facilities Impact Fee Study. Unit costs are escalated to 2019 dollars using the rate used to increase the Library Facilities Development Impact Fee, effective March 1, 2019. [3] County of Sacramento Library Facilities Impact Fee Study assumes 0.25 FAR to estimate acres. [4] Total cost from 2025 Delta Shores fee update. Co sts allocated to subareas in proportion to population. [5] Total fund balance and credits from Table A-1. Fund balances allocated to subareas in proportion to population; all credits allocated to Delta Shores.

Unit Cost [2]
Total Cost
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Table A-19
Delta Shores Public Facilities Financing Plan - 2025 Update Library Facility Level of Service Standard
Facilities and Equipment Existing
Existing Level
of Service [1] Total
City Residents (2019) [2] 508,172
Delta Shores Projected Population [1] 10,152
per resident
Library Facilities [3]
Building Sq. Ft. 255,077 0.5020 5,096
Collections 878,000 1.7278 17,540
Technology Workstations 749 0.0015 15
Source: Sacramento Public Library Authority
[1] From Delta Shores 2019 Financing Plan Update.
[2] From California Department of Finance (January 1, 2019). [3] See Table A-20.

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Table A-20
Delta Shores Public Facilities Financing Plan - 2025 Update Existing City of Sacramento Library Facilities Inventory [1] Facilities Address Type
Building
Area
Collections
[2]
Technology
Workstations
[3]
Branches
sq. ft. volumes items
Central Library 828 I Street Library Branch 105,600 288,000 139 Central Library - City of Sacramento Share of Systemwide Space 828 I Street Systemwide 21,760 N/A N/A Colonial Heights Library 4799 Stockton Boulevard Library Branch 12,211 56,000 64 Belle Cooledge Library 5600 South Land Park Drive Library Branch 12,000 64,000 49 Del Paso Heights Library 920 Grand Avenue Library Branch 5,425 30,000 24 North Sacramento-Hagginwood Library 2109 Del Paso Boulevard Library Branch 4,000 42,000 23 North Natomas Library 4660 Via Ingoglia Library Branch 22,645 82,000 136 South Natomas Library 2901 Truxel Road Library Branch 13,615 68,000 59 Martin Luther King, Jr. Library 7340 24th Street Bypass Library Branch 15,078 68,000 64 Valley Hi-North Laguna Library 7400 Imagination Parkway Library Branch 20,505 67,000 89 McClatchy Library 2112 22nd Street Library Branch 2,557 18,000 11 McKinley Library 601 Alhambra Boulevard Library Branch 4,681 43,000 25 Robbie Waters Pocket-Greenhaven Library 7335 Gloria Drive Library Branch 15,000 52,000 66 Total All Branches 255,077 878,000 749
Source: Sacramento Public Library Authority
[1] Facilities as of 2015.
[2] Include a combination of hard and soft bac k books, periodicals, and other media materials. [3] Includes Internet & MS Workstations, Laptops, Earl y Learning Workstations, and Online Catalog Workstations.

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Table A-21
Delta Shores Public Facilities Financing Plan - 2025 Update ENR Construction Cost Index and Caltrans Highway Construction Price Index Year March CCI
Annual
Pct. Change
Multiplier
to 2025
Three-Year
Average [1]
Annual
Pct. Change
Multiplier
to 2025
2008 9,150.17 1.67
2009 9,757.67 6.639% 1.56 106.661 1.45
2010 9,756.67 (0.010%) 1.56 94.975 (10.956%) 1.63 2011 10,151.04 4.042% 1.50 86.733 (8.678%) 1.78 2012 10,369.54 2.152% 1.47 82.225 (5.198%) 1.88 2013 10,368.09 (0.014%) 1.47 84.142 2.331% 1.84 2014 10,891.84 5.052% 1.40 96.100 14.212% 1.61 2015 11,169.32 2.548% 1.36 104.616 8.861% 1.48 2016 11,557.90 3.479% 1.32 98.769 (5.589%) 1.57 2017 11,609.44 0.446% 1.31 91.468 (7.393%) 1.69 2018 12,014.72 3.491% 1.27 85.403 (6.630%) 1.81 2019 12,048.19 0.279% 1.26 93.983 10.045% 1.65 2020 12,810.67 6.329% 1.19 100.232 6.649% 1.54 2021 13,137.16 2.549% 1.16 101.783 1.548% 1.52 2022 15,126.84 15.145% 1.01 99.678 (2.069%) 1.55 2023 15,362.28 1.556% 0.99 104.133 4.470% 1.49 2024 15,458.96 0.629% 0.99 125.701 20.711% 1.23 2025 15,238.98 (1.423%) 1.00 154.735 23.098% 1.00 [1] Reflects average of quarterly indices published for the 12 quarters ending in the 1st quarter of the indicated year. For example, the 2019 index = average of quarterly indices from the 2nd quarter of 2016 through the 1st quarter of 2019.

ENR CCI for San Francisco Caltrans Index
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APPENDIX B:

Infrastructure Cost Allocation

Table B-1 Infrastructure Cost Allocation:

Regional Roadway Costs ....................................... B-1 Table B-2 Infrastructure Cost Allocation: Roadway Costs ......... B-2 Table B-3 Infrastructure Cost Allocation: Sewer ..................... B-3 Table B-4 Infrastructure Cost Allocation: Drainage ................. B-4 Table B-5 Infrastructure Cost Allocation: Regional Park ........... B-5 Table B-6 Infrastructure Cost Allocation: Trails ...................... B-6 Table B-7 Infrastructure Cost Allocation: Open Space ............. B-7 Table B-8 Infrastructure Cost Allocation: Police ...................... B-8 Table B-9 Infrastructure Cost Allocation: Fire ........................ B-9 Table B-10 Infrastructure Cost Allocation: Transit .................. B-10 Table B-11 Infrastructure Cost Allocation: Library .................. B-11

Table B-1
Delta Shores Public Facilities Financing Plan - 2025 Update Infrastructure Cost Allocation: Regional Roadway Costs (2025$) Item
Developable
Acres
Units/
Sq. Ft.

Common Use
Factor [1]
Total
Use
Distribution
of Use
Assigned
Cost
per
Acre
per Unit/
Sq. Ft.

Formula A B C D=C*B E=D/Total Use F=Total Cost*E G=F/A H=F/B Delta Shores
Residential units trips/du/day per unit
Low Density 126.11 585 8.20 4,797 11.7% $3,633,850 $28,815 $6,212 Medium Density 170.42 1,861 6.25 11,631 28.3% $8,810,969 $51,701 $4,735 High Density 69.30 1,927 6.10 11, 755 28.6% $8,904,486 $128,492 $4,621 Mixed Use 5.50 159 6.10 970 2.4% $734,724 $133,586 $4,621 Subtotal 371.33 4,532 29,153 71.0% $22,084,029
Nonresidential [2] sq. ft. trips/acre/day per sq. ft.

Mixed Use Town Center 14.47 161,000 285.00 4,124 10.0% NA $215,895 $16.42 Village/Regional Center 24.70 374,700 285.00 7,040 17.1% NA $215,895 $16.42 Corner Retail 2.69 14,778 285.00 767 1.9% NA $215,895 $16.42 Subtotal 41.86 550,478 11,930 29.0% $9,037,269 $215,895 $16.42 Total Delta Shores 413.19 41,083 100.0% $31,121,298 $141,468 Stone Beetland
Residential units trips/du/day per unit
Low Density 30.20 190 8.20 1,558 16.8% $2,171,317 $71,898 $11,428 Medium Density 25.00 262 6.25 1,638 17.7% $2,282,113 $91,285 $8,710 High Density 17.90 711 6.10 4,337 46.8% $6,044,429 $337,678 $8,501 Subtotal 73.10 1,163 7,533 81.2% $10,497,859
Nonresidential sq. ft. trips/acre/day per sq. ft.

Commercial Mixed Use 6.10 78,000 285.00 1,739 18.8% $2,422,872 $397,192 $31.06 Subtotal 6.10 78,000 1,739 18.8% $2,422,872
Total Stone Beetland 79.20 9,271 100.0% $12,920,731 $163,141 Total Project 492.39 50,354 $44,042,029
Source: EPS
[1] Relies on traffic trip ratio in the Delta Shores and Stone Beetland Trip Generation and Distribution Study conducted by Fehr & Peers (4/24/07). [2]
Co
st allocation per square foot = average cost per square foot across all nonresidential uses.

Regional Roadways
Remaining Land Uses Cost Allocation Basis Roadway Cost Allocation Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx B-1
Table B-2
Delta Shores Public Facilities Financing Plan - 2025 Update Infrastructure Cost Allocation: Roadway Costs (2025$)
Item
Developable
Acres
Units/
Sq. Ft.

Common Use
Factor [1]
Total
Use
Distribution
of Use
Assigned
Cost
per
Acre
per Unit/
Sq. Ft.

Formula A B C D=C*B E=D/Total Use F=Total Cost*E G=F/A H=F/B Delta Shores
Residential units trips/du/day per unit
Low Density 126.11 585 8.20 4,797 11.7% $2,676, 075 $21,220 $4,574 Medium Density 170.42 1,861 6.25 11,631 28.3% $6,488,659 $38,074 $3,487 High Density 69.30 1,927 6.10 11,755 28.6% $6,557, 527 $94,625 $3,403 Mixed Use 5.50 159 6.10 970 2.4% $541,073 NA $3,403
Subtotal 371.33 4,532 29,153 71.0% $16,263,333
Nonresidential [2] sq. ft. trips/acre/day per sq. ft.

Mixed Use Town Center 14.47 161,000 285.00 4,124 10.0% NA $158,991 $12.09 Village/Regional Center 24.70 374, 700 285.00 7,040 17.1% NA $158,991 $12.09 Corner Retail 2.69 14,778 285.00 767 1.9% NA $158,991 $12.09 Subtotal 41.86 550,478 11,930 29.0% $6,655,312 $158,991 $12.09 Total Delta Shores 413.19 41,083 100.0% $22,918,645 $105,149 Percent of Total Project Cost 81.6%
Stone Beetland
Residential units trips/du/day per unit
Low Density 30.20 190 8.20 1,558 16.8% $869,153 $28,780 $4,574 Medium Density 25.00 262 6.25 1,638 17.7% $913,503 $36,540 $3,487 High Density 17.90 711 6.10 4,337 46.8% $2,419, 513 $135,168 $3,403 Subtotal 73.10 1,163 7,533 81.2% $4,202,168
Nonresidential sq. ft. trips/acre/day per sq. ft.

Commercial Mixed Use 6.10 78, 000 285.00 1,739 18.8% $969,847 $158,991 $12.43 Subtotal 6.10 78,000 1,739 18.8% $969,847
Total Stone Beetland 79.20 9,271 100.0% $5,172,015 $65,303 Percent of Total Project Cost 18.4%
Total Project 492.39 50,354 $28,090,660
Percent of Total Project Cost 100.0%
Source: EPS
[1] R
elies on traffic trip ratio in the Delta Shores and Stone Boswell Trip Generation and Distribution Study conducted by Fehr & Peers (4/24/07). [2] C
ost allocation per square foot = average cost per square foot across all nonresidential uses.

Land Uses Cost Allocation Basis Roadway Cost Allocation Roadways
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Table B-3
Delta Shores Public Facilities Financing Plan - 2025 Update Infrastructure Cost Allocation: Sewer (2025$)
Item
Developable
Acres
Units/
Sq. Ft.

Gallons per
Unit/Acre [1]
Total
Gallons
Distribution
of Gallons
Assigned
Cost
per
Acre
per Unit/
Sq. Ft.

Formula A B C D=C*A E=D/Total Gallons F=Total Cost*E G=F/A H=F/B Delta Shores
Residential units per unit per unit
Low Density 126.11 585 310 181,350 13.7% $2,183,465 $17,314 $3,732 Medium Density 170.42 1,861 310 576,910 43.7% $6,946,033 $40,758 $3,732 High Density 69.30 1,927 233 448,028 33.9% $5,394,279 $77,840 $2,799 Mixed Use 5.50 159 233 36,968 2.8% $445,091 $80,926 $2,799 Subtotal 371.33 4,532 1,243,255 94.1% $14,968,868
Nonresidential [2] sq. ft. per acre per sq. ft.

Mixed Use Town Center 14.47 161, 000 1,860 26,914 2.0% $324,049 $22,395 $1.70 Village/Regional Center 24.70 374, 700 1,860 45,942 3.5% $553,145 $22,395 $1.70 Corner Retail 2.69 14,778 1, 860 5,003 0.4% $60,232 $22,395 $1.70 Subtotal 41.86 550,478 77,859 5.9% $937,425 $1.70
Total Delta Shores [3] 413.19 1,321,114 100.0% $15,906,294 $40,574 Stone Beetland
Residential units per unit per unit
Low Density 30.20 190 310 58,900 18.6% $880,158 $29,144 $4,632 Medium Density 25.00 262 310 81,220 25.6% $1,213,691 $48,548 $4,632 High Density 17.90 711 233 165,308 52.2% $2,470,233 $138,002 $3,474 Subtotal 73.10 1,163 305,428 96.4% $4,564,082
Nonresidential sq. ft. per acre per sq. ft.

Commercial Mixed Use 6.10 78,000 1,860 11,346 3.6% $169,546 $27,794 $2.17 Subtotal 6.10 78,000 11,346 3.6% $169,546
Total Stone Beetland [3] 79.20 316,774 100.0% $4,733,628 $60,872 Total Project [3] 492.39 1,637,887 $20,639,922 $47,955
Source: EPS.
[1] Allocation factors from Delta Shores Sewer Study (MSA) [11/2008]. [2] Cost allocation per square foot = average cost per square foot across all nonresidential uses. [3] Excludes costs allocated to Meadowview 102. See Table A-8 for costs allocted to Meadowview 102.

Land Uses Cost Allocation Basis Sewer Cost Allocation
Sewer
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Table B-4
Delta Shores Public Facilities Financing Plan - 2025 Update Infrastructure Cost Allocation: Drainage (2025$)
Item
Developable
Acres
Units/
Sq. Ft.

Runoff
Coefficient
Total
Runoff
Distribution of
Total Runoff
Assigned
Cost
per
Acre
per Unit/
Sq. Ft.

Formula A B C D=C*A E=D/Total Runoff Coeff. F=Total Cost*E G=F/A H=F/B Delta Shores
Residential units per acre per unit
Low Density 126.11 585 0.30 37.83 17.8% $1,966,838 $15,596 $3,362 Medium Density 170.42 1,861 0.50 85.21 40.0% $4,429,835 $25,993 $2,380 High Density 69.30 1,927 0.70 48.51 22.8% $2,521,882 $36,391 $1,309 Mixed Use 5.50 159 0.70 3.85 1.8% $200,149 $36,391 $1,259 Subtotal 371.33 4,532 175.40 82.3% $9,118,705
Nonresidential sq. ft. per acre per sq. ft.

Mixed Use Town Center 14.47 161, 000 0.90 13.02 6.1% $677,025 $46,788 $4.21 Village/Regional Center 24.70 374,700 0.90 22.23 10.4% $1,155,668 $46,788 $3.08 Corner Retail 2.69 14,778 0.90 2.42 1.1% $125,841 $46,788 $8.52 Subtotal 41.86 550,478 37.67 17.7% $1,958,534
Total Delta Shores 413.19 213.08 100.0% $11,077,239 $36,391 Stone Beetland
Residential units per acre per unit
Low Density 30.20 190 0.30 9.06 22.9% $0 $0 $0
Medium Density 25.00 262 0.50 12.50 31.6% $0 $0 $0
High Density 17.90 711 0.70 12.53 31.7% $0 $0 $0
Subtotal 73.10 1,163 34.09 86.1% $0 $0
Nonresidential sq. ft. per acre per sq. ft.

Commercial Mixed Use 6.10 78,000 0.90 5.49 13.9% $0 $0 $0.00 Subtotal 6.10 78,000 5.49 13.9% $0 $0
Total Stone Beetland 79.20 39.58 100.0% $0 $0
Total Project 492.39 252.66 $11,077,239 $25,474
Source: EPS
Drainage Cost Allocation
Drainage
Cost Allocation Basis
Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx B-4
Table B-5
Delta Shores Public Facilities Financing Plan - 2025 Update Infrastructure Cost Allocation: Regional Park (2025$)
Item
Developable
Acres
Units/
Sq. Ft.

Persons
per HH
Total
Persons
Distribution
of Persons
Assigned
Cost
per
Acre
per Unit/
Sq. Ft.

Formula A B C D=C*B E=D/Total Persons F=Total Cost*E G=F/A H=F/B Delta Shores
Residential units per unit per unit
Low Density 126.11 585 2.98 1,743 15.9% $748,481 $5,935 $1,280 Medium Density 170.42 1,861 2.98 5,546 50.6% $2,381,571 $13,975 $1,280 High Density 69.30 1,927 1.76 3,392 30.9% $1,456,597 $21,019 $756 Mixed Use 5.50 159 1.76 280 2.6% $120,238 $21,861 $756
Subtotal 371.33 4,532 10,961 100.0% $4,706,888
Nonresidential sq. ft. per acre per sq. ft.

Mixed Use Town Center 14.47 161,000 0.00 0 0.0% $0 $0 $0.00 Village/Regional Center 24.70 374,700 0.00 0 0.0% $0 $0 $0.00 Corner Retail 2.69 14,778 0.00 0 0.0% $0 $0 $0.00
Subtotal 41.86 550,478 0 0.0% $0
Total Delta Shores 413.19 10,961 100.0% $4,706,888
Stone Beetland
Residential units per unit per unit
Low Density 30.20 190 2.98 566 21.8% $0 $0 $0
Medium Density 25.00 262 2.98 781 30.0% $0 $0 $0
High Density 17.90 711 1.76 1,251 48.2% $0 $0 $0
Subtotal 73.10 1,163 2,598 100.0% $0
Nonresidential sq. ft. per acre per sq. ft.

Commercial Mixed Use 6.10 78,000 0.00 0 0.0% $0 $0 $0.00 Subtotal 6.10 78,000 0 0.0% $0
Total Stone Beetland 79.20 2,598 100.0% $0 $0
Total Project 492.39 13,559 $4,706,888
Source: EPS
Land Uses Cost Allocation Basis Regional Park Cost Allocation Regional Park
Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx B-5
Table B-6
Delta Shores Public Facilities Financing Plan - 2025 Update Infrastructure Cost Allocation: Trails (2025$)
Item
Developable
Acres
Units/
Sq. Ft.

Persons
per HH
Total
Persons
Distribution
of Persons
Assigned
Cost
per
Acre
per Unit/
Sq. Ft.

Formula A B C D=C*B E=D/Total Persons F=Total Cost*E G=F/A H=F/B Delta Shores
Residential units per unit per unit
Low Density 126.11 585 2.98 1,743 15.9% $400,224 $3,174 $684 Medium Density 170.42 1,861 2.98 5,546 50.6% $1,273,461 $7,472 $684 High Density 69.30 1,927 1.76 3,392 30.9% $778,864 $11,239 $404 Mixed Use 5.50 159 1.76 280 2.6% $64,293 $11,690 $404
Subtotal 371.33 4,532 10,961 100.0% $2,516,842 $8,394
Nonresidential sq. ft. per acre per sq. ft.

Mixed Use Town Center 14.47 161,000 0.00 0 0.0% $0 $0 $0.00 Village/Regional Center 24.70 374,700 0.00 0 0.0% $0 $0 $0.00 Corner Retail 2.69 14,778 0.00 0 0.0% $0 $0 $0.00
Subtotal 41.86 550,478 0 0.0% $0
Total Delta Shores 413.19 10,961 100.0% $2,516,842
Stone Beetland
Residential units per unit per unit
Low Density 30.20 190 2.98 566 21.8% $132,960 $4,403 $700 Medium Density 25.00 262 2.98 781 30.0% $183,345 $7,334 $700 High Density 17.90 711 1.76 1,251 48.2% $293,855 $16,416 $413 Subtotal 73.10 1,163 2,598 100.0% $610,160
Nonresidential sq. ft. per acre per sq. ft.

Commercial Mixed Use 6.10 78,000 0.00 0 0.0% $0 $0 $0.00 Subtotal 6.10 78,000 0 0.0% $0
Total Stone Beetland 79.20 2,598 100.0% $610,160 $7,917 Total Project 492.39 13,559 $3,127,002
Source: EPS
Trails
Land Uses Cost Allocation Basis Regional Park Cost Allocation Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx B-6
Table B-7
Delta Shores Public Facilities Financing Plan - 2025 Update Infrastructure Cost Allocation: Open Space (2025$)
Item
Developable
Acres
Units/
Sq. Ft.

Persons
per HH
Total
Persons
Distribution
of Persons
Assigned
Cost
per
Acre
per Unit/
Sq. Ft.

Formula A B C D=C*B E=D/Total Persons F=Total Cost*E G=F/A H=F/B Delta Shores
Residential units per unit per unit
Low Density 126.11 585 2.98 1,743 15.9% $1,028,999 $8,159 $1,759 Medium Density 170.42 1,861 2.98 5,546 50.6% $3,274,143 $19,212 $1,759 High Density 69.30 1,927 1.76 3,392 30.9% $2,002,505 $28,896 $1,039 Mixed Use 5.50 159 1.76 280 2.6% $165,207 $30,038 $1,039 Subtotal 371.33 4,532 10,961 100.0% $6,470,854
Nonresidential sq. ft. per acre per sq. ft.

Mixed Use Town Center 14.47 161,000 0.00 0 0.0% $0 $0 $0.00 Village/Regional Center 24.70 374,700 0.00 0 0.0% $0 $0 $0.00 Corner Retail 2.69 14,778 0.00 0 0.0% $0 $0 $0.00
Subtotal 41.86 550,478 0 0.0% $0
Total Delta Shores 413.19 10,961 100.0% $6,470,854 $12,329 Stone Beetland
Residential units per unit per unit
Low Density 30.20 190 2.98 566 21.8% $0 $0 $0
Medium Density 25.00 262 2.98 781 30.0% $0 $0 $0
High Density 17.90 711 1.76 1,251 48.2% $0 $0 $0
Subtotal 73.10 1,163 2,598 100.0% $0 $0
Nonresidential sq. ft. per acre per sq. ft.

Commercial Mixed Use 6.10 78,000 0.00 0 0.0% $0 $0 $0.00 Subtotal 6.10 78,000 0 0.0% $0
Total Stone Beetland 79.20 2,598 100.0% $0
Total Combined Projects 492.39 13,559 $6,470,854
Source: EPS
Land Uses Cost Allocation Basis Open Space Cost Allocation Open Space
Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx B-7
Table B-8
Delta Shores Public Facilities Financing Plan - 2025 Update Infrastructure Cost Allocation: Police (2025$)
Item
Developable
Acres
Units/
Sq. Ft.

Persons per HH/
Emp. per Acre
Total
Persons/Emp.

Distribution
of Persons
Assigned
Cost
per
Acre
per Unit/
Sq. Ft.

Formula A B C D=A*C or B*C E=D/Total Persons F=Total Cost*E G=F/A H=F/B Delta Shores
Residential units persons per HH per unit
Low Density 126.11 585 2.98 1,743 14.3% $212,063 $1,682 $363 Medium Density 170.42 1,861 2.98 5,546 45.4% $674,756 $3,959 $363 High Density 69.30 1,927 1.76 3,392 27.8% $412,689 $5,955 $214 Mixed Use 5.50 159 1.76 280 2.3% $34,066 $6,194 $214
Subtotal 371.33 4,532 10,961 89.7% $1,333,574
Nonresidential [1] sq. ft. emp. per acre per sq. ft.

Mixed Use Town Center 14.47 161,000 30.00 434 3.6% NA $3,651 $0.28 Village/Regional Center 24.70 374,700 30.00 741 6.1% NA $3,651 $0.28 Corner Retail 2.69 14,778 30.00 81 0.7% NA $3,651 $0.28 Subtotal 41.86 550,478 1,256 10.3% $152,812 $3,651 $0.28 Total Delta Shores 413.19 12,217 100.0% $1,486,386 $4,106 Stone Beetland
Residential units persons per HH per unit
Low Density 30.20 190 2.98 566 20.4% $60,441 $2,001 $318 Medium Density 25.00 262 2.98 781 28.1% $83,344 $3,334 $318 High Density 17.90 711 1.76 1,251 45.0% $133,580 $7,463 $188 Subtotal 73.10 1,163 2,598 93.4% $277,365
Nonresidential sq. ft. emp. per acre per sq. ft.

Commercial Mixed Use 6.10 78,000 30.00 183 6.6% $19,535 $3,202 $0.25 Subtotal 6.10 78,000 183 6.6% $19,535
Total Stone Beetland (Rounded) 79.20 2,781 100.0% $296,900 $4,000 Total Project 492.39 14,998 $1,783,286 $4,067
Source: EPS
[1] Cost allocation per square foot = av
erage cost per square foot across all nonresidential uses.

Land Uses Cost Allocation Basis Police Cost Allocation
Police
Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx B-8
Table B-9
Delta Shores Public Facilities Financing Plan - 2025 Update Infrastructure Cost Allocation: Fire (2025$)
Item
Developable
Acres
Units/
Sq. Ft.

Persons per HH/
Emp. per Acre
Total
Persons/Emp.

Distribution
of Persons
Assigned
Cost
per
Acre
per Unit/
Sq. Ft.

Formula A B C D=A*C or B*C E=D/Total Persons F=Total Cost*E G=F/A H=F/B Delta Shores
Residential units persons per HH per unit
Low Density 126.11 585 2.98 1,743 14.3% $1,919,987 $15,225 $3,283 Medium Density 170.42 1,861 2.98 5,546 45.4% $6,109,150 $35,847 $3,283 High Density 69.30 1,927 1.76 3,392 27.8% $3,736,429 $53,917 $1,939 Mixed Use 5.50 159 1.76 280 2.3% $308,432 $56,078 $1,939 Subtotal 371.33 4,532 10,961 89.7% $12,073,998
Nonresidential [1] sq. ft. emp. per acre per sq. ft.

Mixed Use Town Center 14.47 161,000 30.00 434 3.6% NA $33,052 $2.51 Village/Regional Center 24.70 374,700 30.00 741 6.1% NA $33,052 $2.51 Corner Retail 2.69 14,778 30.00 81 0.7% NA $33,052 $2.51 Subtotal 41.86 550,478 1,256 10.3% $1,383,536 $33,052 $2.51 Total Delta Shores 413.19 12,217 100.0% $13,457,534 $37,175 Stone Beetland
Residential units persons per HH per unit
Low Density 30.20 190 2.98 566 20.4% $500,845 $16,584 $2,636 Medium Density 25.00 262 2.98 781 28.1% $690,639 $27,626 $2,636 High Density 17.90 711 1.76 1,251 45.0% $1,106,920 $61,839 $1,557 Subtotal 73.10 1,163 2,598 93.4% $2,298,404
Nonresidential sq. ft. emp. per acre per sq. ft.

Commercial Mixed Use 6.10 78,000 30.00 183 6.6% $161,877 $26,537 $2.08 Subtotal 6.10 78,000 183 6.6% $161,877
Total Stone Beetland 79.20 2,781 100.0% $2,460,281 $33,147 Total Project 492.39 14,998 $15,917,815 $35,710
Other Funding $297,746
Total Fire Costs $16,215,562
Source: EPS
[1] Cos
t allocation per square foot = average cost per square foot across all nonresidential uses.

Land Uses Cost Allocation Basis Fire Cost Allocation
Fire
Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx B-9
Table B-10
Delta Shores Public Facilities Financing Plan - 2025 Update Infrastructure Cost Allocation: Transit (2025$)
Item
Developable
Acres
Units/
Sq. Ft.

Persons per HH/
Emp. per Acre
Total
Persons/Emp.

Distribution
of Persons
Assigned
Cost
per
Acre
per Unit/
Sq. Ft.

Formula A B C D=A*C or B*C E=D/Total Persons F=Total Cost*E G=F/A H=F/B Delta Shores
Residential units persons per HH per unit
Low Density 126.11 585 2.98 1,743 14.3% $53,961 $428 $92 Medium Density 170.42 1,861 2.98 5,546 45.4% $171,697 $1,007 $92 High Density 69.30 1,927 1.76 3,392 27.8% $105,012 $1,515 $54 Mixed Use 5.50 159 1.76 280 2.3% $8,668 $1,576 $54
Subtotal 371.33 4,532 10,961 89.7% $339,339
Nonresidential [1] sq. ft. emp. per acre per sq. ft.

Mixed Use Town Center 14.47 161,000 30.00 434 3.6% NA $929 $0.07 Village/Regional Center 24.70 374,700 30.00 741 6.1% NA $929 $0.07 Corner Retail 2.69 14,778 30.00 81 0.7% NA $929 $0.07
Subtotal 41.86 550,478 1,256 10.3% $38,878 $929 $0.07
Total Delta Shores 413.19 12,217 100.0% $378,217
Stone Beetland
Residential units persons per HH per unit
Low Density 30.20 190 2.98 566 20.4% $0 $0 $0
Medium Density 25.00 262 2.98 781 28.1% $0 $0 $0
High Density 17.90 711 1.76 1,251 45.0% $0 $0 $0
Subtotal 73.10 1,163 2,598 93.4% $0
Nonresidential sq. ft. emp. per acre per sq. ft.

Commercial Mixed Use 6.10 78,000 30.00 183 6.6% $0 $0 $0.00 Subtotal 6.10 78,000 183 6.6% $0
Total Stone Beetland 79.20 2,781 100.0% $0
Total Project 492.39 $378,217
Source: EPS
[1] Cost allocation per square foot = av
erage cost per square foot across all nonresidential uses.

Land Uses Cost Allocation Basis Transportation Cost Allocation Transit
Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx B-10
Table B-11
Delta Shores Public Facilities Financing Plan - 2025 Update Infrastructure Cost Allocation: Library (2025$)
Item
Developable
Acres
Units/
Sq. Ft.

Persons
per HH
Total
Persons
Distribution
of Persons
Assigned
Cost
per
Acre
per Unit/
Sq. Ft.

Formula A B C D=C*B E=D/Total Persons F=Total Cost*E G=F/A H=F/B Delta Shores
Residential units per unit per unit
Low Density 126.11 585 2.98 1,743 15.9% $762,385 $6,045 $1,303 Medium Density 170.42 1,861 2.98 5,546 50.6% $2,425,809 $14,234 $1,303 High Density 69.30 1,927 1.76 3,392 30.9% $1,483,654 $21,409 $770 Mixed Use 5.50 159 1.76 280 2.6% $122,471 $22,268 $770
Subtotal 371.33 4,532 10,961 100.0% $4,794,319
Nonresidential sq. ft. per acre per sq. ft.

Mixed Use Town Center 14.47 161,000 0.00 0 0.0% $0 $0 $0.00 Village/Regional Center 24.70 374,700 0.00 0 0.0% $0 $0 $0.00 Corner Retail 2.69 14,778 0.00 0 0.0% $0 $0 $0.00
Subtotal 41.86 550,478 0 0.0% $0
Total Delta Shores 413.19 10,961 100.0% $4,794,319
Stone Beetland
Residential units per unit per unit
Low Density 30.20 190 2.98 566 21.8% $217,034 $7,187 $1,143 Medium Density 25.00 262 2.98 781 30.1% $299,477 $11,979 $1,143 High Density 17.90 711 1.76 1,251 48.2% $479,700 $26,799 $675 Subtotal 73.10 1,163 2,598 100.0% $996,211
Nonresidential sq. ft. per acre
Retail/Office 6.10 78,000 0.00 0 0.0% $0 $0 $0.00
Subtotal 6.10 78,000 0 0.0% $0
Total Stone Beetland 79.20 2,598 100.0% $996,211
Total Project 492.39 13,559 $5,790,530
Source: EPS
Land Uses Cost Allocation Basis Library Cost Allocation Library
Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx B-11

APPENDIX C:

Fee Program Revenues

Table C-1 Summary of Estimated Park Improvement
Fee Revenue ...................................................... C-1 Table C-2 Estimated Park Improvement Fee Payments—
Delta Shores ...................................................... C-2 Table C-3 Estimated Park Improvement Fee Payments—
Stone Beetland ................................................... C-3 Table C-4 Estimated Remaining City Water Fee Revenue ......... C-4 Table C-5 Remaining School Development Impact
Fee Revenues ..................................................... C-5

Table C-1
Delta Shores Public Facilities Financing Plan - 2025 Update Summary of Estimated Park Improvement Fee Revenue (2025$) [1] Item Source
Total PIF
Revenues
Neighborhood
/
Community Parks
Other City
Facilities [2]
Neighborhood/Community Parks
Delta Shores Table C-2 $15,415,286 $15,415,286 -
Stone Beetland Table C-3 $3,625,750 $3,625,750 -
Total $19,041,036 $19,041,036 -
Citywide Parks
Delta Shores Table C-2 $7,819,202 - $7,819,202
Stone Beetland Table C-3 $1,841,482 - $1,841,482
Total $9,660,684 - $9,660,684
Total Park Impact Fee
Delta Shores $23,234,489 $15,415,286 $7,819,202
Stone Beetland $5,467,232 $3,625,750 $1,841,482
Total $28,701,721 $19,041,036 $9,660,684
[1] All Delta Shores/Stone Beetland PIF revenue will be used for improvements in Delta Shores/Stone Beetland. [2] Citywide Parks fee revenue will be used to fund curr ently unidentified Citywide improvements in the Combined Projects.

Use of Funds (Costs) [1]
Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx C-1
Table C-2
Delta Shores Public Facilities Financing Plan - 2025 Update Estimated Park Improvement Fee Payments - Delta Shores (2025$) [1] Item
Units/
Square Feet
Est. Sq. Ft.

Per Unit
Per
Unit
Per
Square Foot
Total PIF
Revenues
Delta Shores Neighborhood/Community Parks
Residential
Units
LDR 585 2,500 $4,603 NA $2,692,755
MDR 1,861 1,800 $4,140 $2.30 $7,704,540
HDR 1,927 1,000 $2,300 $2.30 $4,432,100
Mixed Use 159 1,000 $2,300 $2.30 $365,700
Subtotal Residential 4,532 $15,195,095
Commercial [2] Square Feet
Mixed Use Town Center 161,000 $0.40 $64,400
Village/Regional Center 374,700 $0.40 $149,880
Corner Retail 14,778 $0.40 $5,911
Subtotal Commercial 550,478 $220,191
Subtotal Neighborhood/Community Parks $15,415,286
Delta Shores Citywide Parks
Residential Units
LDR 585 2,500 $2,344 NA $1,371,240
MDR 1,861 1,800 $2,106 $1.17 $3,919,266
HDR 1,927 1,000 $1,170 $1.17 $2,254,590
Mixed Use 159 1,000 $1,170 $1.17 $186,030
Subtotal Residential 4,532 $7,731,126
Commercial [2] Square Feet
Mixed Use Town Center 161,000 $0.16 $25,760
Village/Regional Center 374,700 $0.16 $59,952
Corner Retail 14,778 $0.16 $2,364
Subtotal Commercial 550,478 $88,076
Subtotal Citywide Parks $7,819,202
Total Delta Shores Park Fees $23,234,489
[1] Fee in place as of July 1, 2025.
[2] Assumes retail rate applies.

Remaining City PIF
Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25. xlsx C-2
Table C-3
Delta Shores Public Facilities Financing Plan - 2025 Update Estimated Park Improvement Fee Payments - Stone Beetland (2025$) [1] Item
Units/
Square Feet
Est. Sq. Ft.

Per Unit
Per
Unit
Per
Square Foot
Total PIF
Revenues
Stone Beetland Neighborhood/Community Parks
Residential
Units
LDR 190 2,500 $4,603 NA $874,570
MDR 262 1,800 $4,140 $2.30 $1,084,680
HDR 711 1,000 $2,300 $2.30 $1,635,300
Subtotal Residential 1,163 $3,594,550
Commercial [2] Square Feet
Commercial Mixed Use 78,000 $0.40 $31,200
Subtotal Commercial 78,000 $31,200
Subtotal Neighborhood/Community Parks $3,625,750
Stone Beetland Citywide Parks
Residential Units
LDR 190 2,500 $2,344 NA $445,360
MDR 262 1,800 $2,106 $1.17 $551,772
HDR 711 1,000 $1,170 $1.17 $831,870
Subtotal Residential 1,163 $1,829,002
Commercial [2] Square Feet
Commercial Mixed Use 78,000 $0.16 $12,480
Subtotal Commercial 78,000 $12,480
Subtotal Citywide Parks $1,841,482
Total Stone Beetland Park Fees $5,467,232
[1] Fee in place as of July 1, 2025.
[2] Assumes retail rate applies.

Remaining City PIF
Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25. xlsx C-3
Table C-4
Delta Shores Public Facilities Financing Plan - 2025 Update Estimated Remaining City Water Fee Revenue (2025$)
Remaining Estimated
Units/ Fee Per Unit/ Remaining
Item Acres Sq. Ft. Sq. Ft. [1] [2] Revenue
Delta Shores
Residential units per unit
LDR 126.1 585 $8,539 $4,995,052
MDR 170.4 1,861 $8,539 $15,890,242
HDR 69.3 1,927 $2,079 $4,006,999
Mixed Use 5.5 159 $2,224 $353,598
Subtotal Residential 371.3 4,532 $25,245,891
Commercial square feet per sq. ft.

Mixed Use Town Center 14.5 161,000 $5.20 $836,671
Village/Regional Center 24.7 374,700 $3.81 $0
Corner Retail 2.7 14,778 $10.52 $155,515
Subtotal Commercial 41.9 550,478 $992,186
Total Delta Shores Fee Revenue $26,238,077
Stone Beetland
Residential units per unit
LDR 30.2 190 $8,539 $1,622,325
MDR 25.0 262 $8,539 $2,237,100
HDR 17.9 711 $1,456 $1,034,997
Subtotal Residential 73.1 1,163 $4,894,422
Commercial square feet per sq. ft.

Mixed Use 6.1 78,000 $4.52 $352,708
Subtotal Commercial 6.1 78,000 $352,708
Total Stone Beetland Fee Revenue $5,247,130
Total Estimated City Sewer Fee Revenue $31,485,207
Source: City of Sacramento, and EPS.
[1] Single family units assumed to have a 1" meter. Multifamily units and commercial uses assumed to have 2 2" meters per acre. Rates assumed
[2] Rates shown are the new water fees effective on July 1, 2025. Note that these rates are being phased in over 4 years, so the rate shown is not the full rate. Some developments in the City will be exempt from the newly adopted water fee and will pay the old lower fee. EPS understands that Delta Shores is one of the developments that will pay the older fee, but the new fee rates are shown in the event that Delta Shores status changes.

Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx C-4
Table C-5
Delta Shores Public Facilities Financing Plan - 2025 Update Remaining School Development Impact Fee Revenues (2025$) [1] Estimated
Fee Per Units/ Revenue Units/ Revenue Units/ Revenue
Item Unit/Sq. Ft. [2] Sq. Ft. at Buildout Sq. Ft. at Buildout Sq. Ft. at Buildout Delta Shores
Residential per unit units units units
Low Density $12,825 585 $7,502,625 190 $2,436,750 775 $9,939,375 Medium Density $9,234 1,861 $17,184,474 262 $2,419,308 2,123 $19,603,782 High Density $5,130 1,927 $9,885,510 711 $3,647,430 2,638 $13,532,940 Mixed Use $5,130 159 $815,670 0 $0 159 $815,670
Subtotal 4,532 $35,388,279 1,163 $8,503,488 5,695 $43,891,767 Nonresidential per sq. ft. sq. ft. sq. ft. sq. ft.

Mixed Use Town Center $0.75 161,000 $120,750 0 $0 161,000 $120,750 Commercial Mixed Use $0.75 0 $0 78,000 $58,500 161,000 $58,500 Village/Regional Center $0.75 374,700 $281,025 0 $0 374,700 $281,025 Corner Retail $0.75 14,778 $11,084 0 $0 14,778 $11,084
Subtotal 550,478 $412,859 78,000 $58,500 711,478 $471,359 Total Delta Shores $35,801,138 $8,561,988 $44,363,126
Source: EPS.
[1] Fee in place as of July 2025.
[2] Assumes LDR units at 2,500 sq. ft., MDR units at 1,800 sq. ft., and HDR/Mixed Use units at 1,000 sq. ft. Residential fee: $5.13 per sq. ft.

Assumes nonresidential development pays neighborhood shopping center rate.

Delta Shores Stone Beetland Total
Prepared by EPS 12/5/2025 Z:\Shared\Projects\SAC\232000\232120 City of Sac On-Call Support\232120 Delta Shores FP Update 2023\Model\232120 DS FP 12.3.25.xlsx C-5

APPENDIX D:

Backbone Infrastructure and
Public Facilities Nexus Findings

Appendix D
March 2026
Economic & Planning Systems, Inc. (EPS) D-1
Backbone Infrastructure and Public
Facilities Components Nexus Findings
This appendix addresses the required nexus findings of the Mitigation Fee Act (California Government Code section 66000 et seq.) for the planned Delta Shores and Stone Beetland backbone infrastructure and public facilities improvements to be funded through the Delta Shores Development Impact Fee Program. These findings are detailed below.

Backbone Infrastructure
Roadway Subcomponent

1. Purpose of the Fee
New development in the Project will result in an increase in population, and, therefore, in the demand for roadway improvements. The purpose of the roadway subcomponent of the Backbone Infrastructure component of the Delta Shores Impact Fee is to fund roadway infrastructure and facilities needed to provide pedestrian, bicycle, and automobile access to, from, and in the Combined Projects.

2. Use of Fee
The Delta Shores Impact Fee roadway subcomponent will be used to construct and expand roadway infrastructure to accommodate future traffic volumes projected as a result of new Combined Projects development. Roadway improvements include on-site transportation system infrastructure consisting of roadway and intersection facilities accommodating new bicyclists, pedestrians, and automobiles.

3. Reasonable Relationship between Use of Fee and Type of Development on Which the Fee is Imposed
The Delta Shores Impact Fee roadway subcomponent will be used to fund the Delta Shores roadway facilities identified in Chapter 3. New residential and nonresidential development in the Combined Projects will generate new residents, employees, and patrons that will travel to, from, and in the Combined Projects via pedestrian, bicycle, and automobile modes of travel. These modes of travel will be accommodated through construction of new roadways.

A reasonable relationship therefore exists between the use of the Delta Shores Impact Fee roadways subcomponent and the type of development on which the fee is imposed because the fee will be used to construct new roadway facilities needed to accommodate increased pedestrian, bicycle, and automobile traffic generated by the residential and nonresidential development of the Combined Projects.

Appendix D
March 2026
Economic & Planning Systems, Inc. (EPS) D-2

4. Reasonable Relationship between Need for Facility and Type of Project on Which the Fee is Imposed
New residents, employees, and patrons of residential and nonresidential projects in the Combined Projects will result in new vehicular trips and the need for additional roadway capacity to maintain adequate levels of service in accordance with City service-level standards.

A reasonable relationship therefore exists between the need for roadway facilities and new residential and nonresidential projects on which the roadway subcomponent of the Delta Shores Impact Fee is imposed because the capacity of the roadway system must be expanded to accommodate the new development that will place an increased demand on the roadway system.

5. Reasonable Relationship between Amount of Fee and Cost of Facilities or Portion of Facilities Attributed to Development on Which Fee is Imposed The total cost of roadway facilities funded by the Delta Shores Impact Fee roadway subcomponent is allocated among the projected new residential and nonresidential land uses in the Combined Projects based on the proportional demand each land use is anticipated to generate for the facilities. Demand for transportation facilities is measured by average daily trips (ADTs) generated by each land use category.

A reasonable relationship therefore exists between the amount of the roadway subcomponent and the cost of the roadway facilities attributed to the residential and nonresidential development on which the roadway subcomponent is imposed because the cost is allocated based on the demand generated by new development for roadways as measured by the anticipated increased ADTs generated by each development type.

Sewer Subcomponent

1. Purpose of the Fee
The purpose of the sanitary sewer subcomponent of the Backbone Infrastructure Component of the Delta Shores Impact Fee is to fund sewer infrastructure and facilities needed to accommodate the sewer flows generated by new residents, employees, and patrons in the Combined Projects.

2. Use of Fee
The Delta Shores Impact Fee sanitary sewer subcomponent will be used to fund the portion of trunk sewer facilities needed to convey sanitary sewage generated by development in the Combined Projects into the City sewer system.

Appendix D
March 2026
Economic & Planning Systems, Inc. (EPS) D-3

3. Reasonable Relationship between Use of Fee and Type of Development on Which the Fee is Imposed
The Delta Shores Impact Fee sanitary sewer subcomponent will be used to fund the Delta Shores sanitary sewer facilities identified in Chapter 3. New residential and nonresidential development in the Combined Projects will require a connection to the existing sewer system, and new residents, employees, and patrons will generate increased sewer flows.

A reasonable relationship therefore exists between the use of the Delta Shores Impact Fee sanitary sewer subcomponent and the type of development on which the fee is imposed because the fee will be used to fund the portion of sewer facilities needed to convey sewage generated by the Combined Projects residential and nonresidential development to the City’s sewer system.

4. Reasonable Relationship between Need for Facility and Type of Project on Which the Fee is Imposed
New residential and nonresidential projects in the Combined Projects will need to connect to the City’s sewer system, and new residents, employees, and patrons of the Combined Projects will generate increased sewer flows. Sewer facilities needed to accommodate this demand were determined based on the estimated amount of sewage generated by each residential and nonresidential development project and the Combined Projects in aggregate as set forth in the Delta Shores Sewer Study.

A reasonable relationship therefore exists between the need for sanitary sewer facilities and new residential and nonresidential development projects on which the sanitary sewer subcomponent of the Delta Shores Impact fee is imposed because the portion of sewer facilities funded by the Delta Shores Impact Fee is based on the amount of sewage generated by the Combined Projects development.

5. Reasonable Relationship between Amount of Fee and Cost of Facilities or Portion of Facilities Attributed to Development on Which Fee is Imposed The total cost of sanitary sewer facilities funded by the Delta Shores Impact Fee sanitary sewer subcomponent is allocated among the projected new residential and nonresidential land uses in the Combined Projects based on the proportional demand each land use is anticipated to generate for the sanitary sewer facilities.

The cost of sanitary sewer facilities is allocated to residential and nonresidential land uses based on the estimated proportionate demand each land use is anticipated to generate for the facilities. Demand for sewer facilities is measured by sewage generation rates for each land use category.

A reasonable relationship therefore exists between the amount of the sanitary sewer subcomponent and the cost of the sanitary sewer facilities or portion of facilities attributed to the residential and nonresidential development on which the Appendix D
March 2026
Economic & Planning Systems, Inc. (EPS) D-4
fee is imposed because the costs are allocated based on the demand generated by new development for sanitary sewer facilities as measured by the sewage generated by each development type.

Storm Drainage Subcomponent

1. Purpose of the Fee
New development in the Combined Projects will result in increased storm water runoff generated by the addition of impervious surface area created by the new development. The purpose of the storm drainage subcomponent of the Backbone Infrastructure Component of the Delta Shores Impact Fee is to fund storm drainage infrastructure and facilities needed to convey, contain, and discharge to the public drainage system stormwater generated by new residential and nonresidential development in the Combined Projects.

2. Use of Fee
The Delta Shores Impact Fee storm drainage subcomponent will be used to fund improvements to the Combined Projects storm drainage system consisting of new storm drainage facilities needed to collect, contain, and discharge to the public drainage system stormwater generated in Delta Shores. Storm drainage system improvements include backbone storm drainage pipes, detention basins and associated outfall structures and pumps.

3. Reasonable Relationship between Use of Fee and Type of Development on Which the Fee is Imposed
The Delta Shores Impact Fee storm drainage subcomponent will be used to construct storm drainage infrastructure needed to adequately serve an increased service population as the result of new Combined Projects development. New residential and nonresidential development in the Combined Projects will generate more stormwater runoff by creating additional impervious surface area, generating the need for facilities that collect, contain, and discharge stormwater.

A reasonable relationship therefore exists between the use of the Delta Shores Impact Fee storm drainage subcomponent and the type of development on which the fee is imposed because the fee will be used to construct new storm drainage facilities that collect, contain, and discharge to the public storm drainage system stormwater runoff generated by the Combined Projects residential and nonresidential development.

4. Reasonable Relationship between Need for Facility and Type of Project on Which the Fee is Imposed
Development of residential and nonresidential projects will increase impervious surface area and associated storm water runoff. Storm drainage facility needs are established pursuant to the Delta Shores Drainage Master Plan that established Appendix D
March 2026
Economic & Planning Systems, Inc. (EPS) D-5
the drainage facilities needed to collect, contain, and discharge storm water based on the land uses anticipated to develop in the Combined Projects.

A reasonable relationship therefore exists between the need for storm drainage facilities and new residential and nonresidential projects on which the storm drainage subcomponent of the Delta Shores Impact Fee is imposed because each project will increase impervious surface area and generate additional storm water runoff, and the storm drainage facilities as identified by the Delta Shores Drainage Master Plan are necessary to collect, contain, and discharge this level of increased storm water runoff.

5. Reasonable Relationship between Amount of Fee and Cost of Facilities or Portion of Facilities Attributed to Development on Which Fee is Imposed The total cost of storm drainage facilities funded by the Delta Shores Impact Fee storm drainage subcomponent is allocated among the projected new residential and nonresidential land uses in the Combined Projects based on the proportionate demand each land use is anticipated to generate for storm drainage facilities.

Demand for storm drainage facilities is measured by the amount of increased storm water runoff generated by each land use category based on impervious surface area or “run-off coefficients.”
A reasonable relationship therefore exists between the amount of the storm drainage subcomponent and the cost of the storm drainage facilities attributed to the residential and nonresidential development on which the storm drainage subcomponent is imposed because the costs of the storm drainage facilities are allocated based on the demand generated by new development for storm drainage facilities as measured by the impervious surface area generated by each development type.

Public Facilities
Regional Parks Subcomponent

1. Purpose of the Fee
The purpose of the regional parks subcomponent of the Public Facilities component of the Delta Shores Impact Fee is to fund Delta Shores’ obligation to contribute to the construction of a regional park facility, per the conditions of the Development Agreement. Delta Shores’ original obligation, as stated in the Development Agreement, was $4 million and has escalated to approximately $4.7 million (in 2025 dollars) after accounting for inflation. The Regional Parks fee applies only to the Delta Shores subarea of the Combined Projects and is structured to generate Delta Shores required contribution through the payment of fees by residential development. Stone Beetland does not have a similar required regional park contribution.

Appendix D
March 2026
Economic & Planning Systems, Inc. (EPS) D-6

2. Use of Fee
The Delta Shores Impact Fee regional park subcomponent will be used to fund a portion of a planned regional park facility near Delta Shores.

3. Reasonable Relationship between Use of Fee and Type of Development on Which the Fee is Imposed
The Delta Shores Impact Fee regional parks subcomponent will be used to fund the Delta Shores regional park obligation as set forth in the Development Agreement and as identified in Chapter 3. New residential development in Delta Shores will generate new residents that will use the regional park facility.

A reasonable relationship therefore exists between the use of the Delta Shores Impact Fee Regional park subcomponent and the type of development on which the fee is imposed because the fee will be used to fund a regional park facility that will be used by new project residents and the fee is charged to residential development.

4. Reasonable Relationship between Need for Facility and Type of Project on Which the Fee is Imposed
New residents of residential projects in Delta Shores will use the regional park facility. Regional parks needed to accommodate this new demand were determined based on City service-level standards for the provision of parks and negotiations between the Delta Shores master developer and the City. Delta Shores required contribution for City regional parks is specified in the Development Agreement.

A reasonable relationship therefore exists between the need for regional parks and new residential projects on which the regional parks subcomponent of the Delta Shores Impact Fee is imposed because the regional park is needed to serve new Delta Shores residents that will use the facility.

5. Reasonable Relationship between Amount of Fee and Cost of Facilities or Portion of Facilities Attributed to Development on Which Fee is Imposed The total cost of regional parks funded by the Delta Shores Impact Fee regional park subcomponent is allocated among the projected new Delta Shores residential land uses based on the proportional demand each land use is anticipated to generate for the regional park. Demand for regional parks is measured by the resident population generated by each land use category.

A reasonable relationship therefore exists between the amount of regional park subcomponent and the cost of the regional park facility attributed to the residential development on which the regional park subcomponent is imposed because the cost is allocated based on the demand generated by new development for regional parks as measured by the resident population generated by each development type.

Appendix D
March 2026
Economic & Planning Systems, Inc. (EPS) D-7
Trails Subcomponent

1. Purpose of the Fee
The purpose of the trails subcomponent of the Public Facilities component of the Delta Shores Impact Fee is to fund the construction of trail facilities in the Combined Projects.

2. Use of Fee
The Delta Shores Impact Fee trails subcomponent will be used to fund trail facilities in the Combined Projects, including Class I off-street multiuse trails and pedestrian crossings over roadway facilities.

3. Reasonable Relationship between Use of Fee and Type of Development on Which the Fee is Imposed
The Delta Shores Impact Fee trails subcomponent will be used to fund the Delta Shores trail facilities identified in Chapter 3. New residential development in the Combined Projects will generate new residents who will use trail facilities for recreation and mobility purposes.

A reasonable relationship therefore exists between the use of the Delta Shores Impact Fee trails subcomponent and the type of development on which the fee is imposed because the fee will be used to fund the trail facilities used by new residents in the Combined Projects, and the fee is charged to residential development.

4. Reasonable Relationship between Need for Facility and Type of Project on Which the Fee is Imposed
New residents of residential projects in the Combined Projects will use trail facilities for recreation and mobility purposes. These trail facilities are needed to accommodate the recreation and mobility needs of the residents in the Combined Projects. The required trails improvements are identified in the Delta Shores PUD.

A reasonable relationship therefore exists between the need for trail facilities and new residential projects on which the trails subcomponent of the Delta Shores Impact Fee is imposed because the specific trail facilities are needed to accommodate the recreation and mobility needs of the Combined Projects resident population.

5. Reasonable Relationship between Amount of Fee and Cost of Facilities or Portion of Facilities Attributed to Development on Which Fee is Imposed The total cost of trail facilities funded by the Delta Shores Impact Fee trail subcomponent is allocated among the projected new residential land uses in the Combined Projects based on the proportional demand each land use is anticipated to generate for trail facilities. Demand for trail facilities is measured by the resident population generated by each land use category.

A reasonable relationship therefore exists between the amount of the trail subcomponent and the cost of the trail facilities attributed to the residential development on which the trail subcomponent is imposed because the cost is Appendix D
March 2026
Economic & Planning Systems, Inc. (EPS) D-8
allocated based on the demand generated by new development for trail facilities as measured by the resident population.

Open Space Subcomponent

1. Purpose of the Fee
The purpose of the open space subcomponent of the Public Facilities component of the Delta Shores Impact Fee is to fund the improvement of public open space located in the Delta Shores development. This fee applies only to the Delta Shores subarea of the Combined Projects. Stone Beetland plans to satisfy its open space obligation with private funding.

2. Use of Fee
The Delta Shores Impact Fee open space subcomponent will be used to fund the improvement of 24 net acres of open space located in Delta Shores.

3. Reasonable Relationship between Use of Fee and Type of Development on Which the Fee is Imposed
The Delta Shores Impact Fee open space subcomponent will be used to fund the open space facility improvements identified in Chapter 3. New residential development in Delta Shores will generate new residents that will use open space facilities.

A reasonable relationship therefore exists between the use of the Delta Shores Impact Fee open space facilities subcomponent and the type of development on which the fee is imposed because the fee will be used to fund open space facilities used by new Delta Shores residents and the fee is charged to residential land uses.

4. Reasonable Relationship between Need for Facility and Type of Project on Which the Fee is Imposed
New residents of residential projects in Delta Shores will use open space facilities.

Open space facilities needed to accommodate this new demand were determined based on the need to connect residential areas to other recreation uses and provide additional recreation amenities to the residential uses. The required open space acreage is identified in the Delta Shores PUD.

A reasonable relationship therefore exists between the need for open space facilities and new residential projects on which the open space facilities subcomponent of the Delta Shores Impact Fee is imposed because the specific open space facilities are necessary to accommodate new Delta Shores residents.

Appendix D
March 2026
Economic & Planning Systems, Inc. (EPS) D-9

5. Reasonable Relationship between Amount of Fee and Cost of Facilities or Portion of Facilities Attributed to Development on Which Fee is Imposed The total cost of open space facilities funded by the Delta Shores Impact Fee open space subcomponent is allocated among the projected new Delta Shores residential land uses based on the proportional demand each land use is anticipated to generate for open space facilities. Demand for open space facilities is measured by the resident population generated by each land use category.

A reasonable relationship therefore exists between the amount of the open space subcomponent and the cost of the open space facilities attributed to the residential development on which the open space facilities subcomponent is imposed because the cost is allocated based on the demand generated by new development for open space facilities as measured by the resident population generated by each development type.

Police Facilities Subcomponent

1. Purpose of the Fee
The purpose of the police facilities subcomponent of the Public Facilities component of the Delta Shores Impact Fee is to fund the Combined Projects’ share of new police facilities and personnel.

2. Use of Fee
The Delta Shores Impact Fee police facilities subcomponent will be used to fund the Combined Projects’ share of new or expanded police facilities and increased personnel.

3. Reasonable Relationship between Use of Fee and Type of Development on Which the Fee is Imposed
The Delta Shores Impact Fee police facilities subcomponent will be used to fund the Combined Projects’ share of new police facilities as identified in Chapter 3. New residential and nonresidential development in the Combined Projects will generate new residents, employees, and patrons that will require police services. Providing increased police services will require additional police personnel and police stations to house that personnel.

A reasonable relationship therefore exists between the use of the Delta Shores Impact Fee police facilities subcomponent and the type of development on which the fee is imposed because the fee will be used to construct and equip police facilities necessary to provide adequate emergency services to the new residents, employees, and patrons generated by the new residential and nonresidential development.

4. Reasonable Relationship between Need for Facility and Type of Project on Which the Fee is Imposed
New residents, employees, and patrons of residential and nonresidential projects in the Combined Projects will require police protection and emergency services.

Appendix D
March 2026
Economic & Planning Systems, Inc. (EPS) D-10
Police facilities needed to accommodate this need were determined based on an analysis prepared by the SPD identifying the police facilities needed to provide police services to the Combined Projects’ residential and nonresidential uses, consistent with City service-level standards. As detailed further in Chapter 3, the analysis estimated Delta Shores and Stone Beetland’s percentage obligation and estimated cost share of a 20,000 square foot police substation.

A reasonable relationship therefore exists between the need for police facilities and new residential and nonresidential projects on which the police facilities subcomponent of the Delta Shores Impact Fee is imposed because the specific police facilities are necessary to maintain City service-level standards for new residents, employees, and patrons of the Combined Projects.

5. Reasonable Relationship between Amount of Fee and Cost of Facilities or Portion of Facilities Attributed to Development on Which Fee is Imposed The total cost of police facilities funded by the Delta Shores Impact Fee police facilities subcomponent is allocated among the projected new Combined Projects’ residential and nonresidential land uses based on the proportional demand each land use is anticipated to generate for the police facilities. Demand for police facilities is measured by the resident and employee population generated by each land use category.

A reasonable relationship therefore exists between the amount of the police facilities subcomponent and the cost of the police facilities attributed to the residential and nonresidential development on which the police facilities subcomponent is imposed because the cost is allocated based on the demand generated by new development for police facilities as measured by the residents and employees generated by each development type.

Fire Facilities Subcomponent

1. Purpose of the Fee
The purpose of the fire facilities subcomponent of the Public Facilities Component of the Delta Shores Impact Fee is to fund the expansion of fire facilities or to construct new fire facilities.

2. Use of Fee
The Delta Shores Impact Fee fire facilities subcomponent will be used to fund facilities housing fire services needed to serve new residents, employees, and patrons of the Combined Projects, except for the initial phase fire facility, which will only serve Delta Shores. As detailed in Chapter 3 and noted in Table A-17, the initial phase fire facilities are the facilities needed to satisfy fire service requirements during buildout of the Delta Shores residential phases. The fire facilities fee will be used to fund a portion of the construction costs of new fire facilities serving the Combined Projects, except for the initial phase fire facility, Appendix D
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which will only serve Delta Shores and will be funded by the Delta Shores subarea development only.

3. Reasonable Relationship between Use of Fee and Type of Development on Which the Fee is Imposed
The Delta Shores Impact Fee fire facilities subcomponent will be used to fund the fire facilities identified in Chapter 3. New residential and nonresidential development in the Combined Projects will generate new residents, employees, and patrons that will require fire protection services. Providing increased fire protection services will require additional fire personnel, fire stations to house that personnel, equipment, and fire vehicles.

A reasonable relationship therefore exists between the use of the Delta Shores Impact Fee fire facilities subcomponent and the type of development on which the fee is imposed because the fee will be used to construct and equip fire facilities necessary to provide adequate emergency services to the new residents and employees generated by the new residential and nonresidential development.

4. Reasonable Relationship between Need for Facility and Type of Project on Which the Fee is Imposed
New residents, employees, and patrons of residential and nonresidential projects in the Combined Projects will require fire protection and emergency services. Fire facilities needed to accommodate this need were determined based on an analysis identifying the fire facilities needed to maintain adequate fire protection services to the Combined Projects’ residential and nonresidential uses, with the analysis recognizing that the initial phase fire facility will only serve Delta Shores. All such fire facilities shall be consistent with existing City service-level standards. The analysis performed by the City and EPS is detailed in Chapter 3.

A reasonable relationship therefore exists between the need for fire facilities and new residential and nonresidential projects on which the fire facilities subcomponent of the Delta Shores Impact Fee is imposed because the specific fire facilities are necessary to maintain City service-level standards for new residents, employees, and patrons of the Combined Projects.

5. Reasonable Relationship between Amount of Fee and Cost of Facilities or Portion of Facilities Attributed to Development on Which Fee is Imposed Except for the initial phase fire facility which will only be allocated among residential and nonresidential land uses within Delta Shores, the total cost of fire facilities funded by the Delta Shores Impact Fee fire facilities subcomponent is allocated among the projected new Combined Project residential and nonresidential land uses based on the proportional demand each land use is anticipated to generate for the fire facilities. Demand for public safety facilities is measured by the resident and employee population generated by each land use category.

Appendix D
March 2026
Economic & Planning Systems, Inc. (EPS) D-12
A reasonable relationship therefore exists between the amount of the fire facilities subcomponent and the cost of the fire facilities attributed to the residential and nonresidential development on which the fire facilities subcomponent is imposed because the cost is allocated based on the demand generated by new development for public safety facilities as measured by the residents and employees generated by each development type.

Public Transit Subcomponent

1. Purpose of the Fee
The purpose of the public transit subcomponent of the Public Facilities Component of the Delta Shores Impact Fee is to fund public transit facilities providing Delta Shores residents, employees, and patrons access to public transit facilities. This fee applies only to the Delta Shores subarea of the Combined Projects. Stone Beetland plans to satisfy its transit obligation with private funding.

2. Use of Fee
The Delta Shores Impact Fee public transit subcomponent will be used to fund Delta Shores public transit system facilities, including bus stop signage, shelters, benches, and other related transit facilities.

3. Reasonable Relationship between Use of Fee and Type of Development on Which the Fee is Imposed
The Delta Shores Impact Fee public transit subcomponent will be used to fund the Delta Shores public transit facilities identified in Chapter 3. New residential and nonresidential development in Delta Shores will generate new Delta Shores residents, employees, and patrons that will travel to, from, and within Delta Shores via public transit.

A reasonable relationship therefore exists between the use of the Delta Shores Impact Fee public transit subcomponent and the type of development on which the fee is imposed because the fee will be used to fund the transit facilities used by new Delta Shores residents, employees, and patrons and the fee is charged to residential and nonresidential development.

4. Reasonable Relationship between Need for Facility and Type of Project on Which the Fee is Imposed
New residents, employees, and patrons of residential and nonresidential projects in Delta Shores will use public transit facilities to travel to, from, and within Delta Shores. Facilities needed for Delta Shores residents, employees, and patrons to access public transit services were included in the public transit subcomponent.

A reasonable relationship therefore exists between the need for public transit facilities and new residential and nonresidential projects on which the public transit subcomponent of the Delta Shores Impact Fee is imposed because the Appendix D
March 2026
Economic & Planning Systems, Inc. (EPS) D-13
specific public transit facilities are necessary for Delta Shores residents, employees, and patrons to access public transit services.

5. Reasonable Relationship between Amount of Fee and Cost of Facilities or Portion of Facilities Attributed to Development on Which Fee is Imposed The total cost of public transit facilities funded by the Delta Shores Impact Fee public transit subcomponent is allocated among the projected new Delta Shores residential and nonresidential land uses based on the proportional demand each land use is anticipated to generate for public transit facilities. Demand for public safety facilities is measured by the resident and employee population generated by each land use category.

A reasonable relationship therefore exists between the amount of the public transit facilities subcomponent and the cost of the public transit facilities attributed to the residential and nonresidential development on which the public transit facilities subcomponent is imposed because the cost is allocated based on the demand generated by new development for public transit facilities as measured by the residents and employees generated by each development type.

Library Facilities Subcomponent

1. Purpose of the Fee
The purpose of the library facilities subcomponent of the Public Facilities component of the Delta Shores Impact Fee is to fund library facilities, land, collections, and technology workstations needed to serve the new residents of the Combined Projects.

2. Use of Fee
The Delta Shores Impact Fee library facilities subcomponent will be used to fund facilities housing library operations and amenities that will be used by new residents in the Combined Projects. The fee will be used to fund the construction costs of library facilities serving the Combined Projects.

3. Reasonable Relationship between Use of Fee and Type of Development on Which the Fee is Imposed
The Delta Shores Impact Fee library facilities subcomponent will be used to fund the library facilities identified in Chapter 3. New residential development in the Combined Projects will generate new residents that will use library facilities.

A reasonable relationship therefore exists between the use of the Delta Shores Impact Fee library facilities subcomponent and the type of development on which the fee is imposed because the fee will be used to fund library facilities used by new residents in the Combined Projects, and the fee is charged to residential development.

Appendix D
March 2026
Economic & Planning Systems, Inc. (EPS) D-14

4. Reasonable Relationship between Need for Facility and Type of Project on Which the Fee is Imposed
New residents of residential projects in the Combined Projects will use library facilities. Needed improvements were identified based on the existing service- level standards observed elsewhere in the City and detailed in the Sacramento Public Library Authority’s 2007-2025 Library Master Plan (see Chapter 3 for more detail). Existing service-level standards were extended to the future resident population of the Combined Projects.

A reasonable relationship therefore exists between the need for library facilities and new residential projects on which the library subcomponent of the Delta Shores Impact Fee is imposed because the specific library facilities are necessary to extend City service-level standards to new residents of the Combined Projects.

5. Reasonable Relationship between Amount of Fee and Cost of Facilities or Portion of Facilities Attributed to Development on Which Fee is Imposed The total cost of library facilities funded by the Delta Shores Impact Fee library facilities subcomponent is allocated among the projected new residential land uses in the Combined Projects based on the proportional demand each land use is anticipated to generate for the facilities. Demand for library facilities is measured by the resident population generated by each land use category.

A reasonable relationship therefore exists between the amount of the library facilities subcomponent and the cost of the library facilities attributed to the residential development on which the library facilities subcomponent is imposed because the cost is allocated based on the demand generated by new development for library facilities as measured by the resident population generated by each development type.

Administration Component
The administration component of the Delta Shores Impact Fee funds City costs associated with fee program administration and implementation, including credit and reimbursement agreement negotiations and implementation, credit and reimbursement tracking, annual reporting requirements, periodic updates to the Finance Plan, and other related costs. Collection and implementation of the Delta Shores Impact Fee is reliant on funding from the administration component.

For each land use, the administration component is calculated as 3 percent of the total of all other Delta Shores Impact Fee components and subcomponents. Costs of the administration component are therefore based on each fee component and subcomponent, and associated nexus findings for the administration component are established by the nexus finding for each fee component and subcomponent documented above.

APPENDIX E:

Delta Shores Development Agreement

-Record for the' Ben~fit of the City of
Sacramento - Fee Exempt Pursuant
to Government Code Section 6103
and 27383.

When Recorded, Mail to:

Office of the City Clerk
Historic City Hall
915 "I" Street
Sacramento CA 95814-2604
1111111111111111111111111111111111111111111111111111
Sacramento County Recorder
Frederick B. Garci~ Clerk/Recorder
BOOK 200902~7 PAGE ··0"082
Friday, FEB 27, 2009 8:08:30 AM
Ttl Pd $0.00 Nbr-0005768132
DHB/58/1-104
Development Agreement for Delta Shores Project# P06-197 between the City of Sacramento and M&H Realty Partners VI, L.P.

Title of Document
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
FOR
Delta Shores Project
Project # P0G-197
Between

CITY OF SACRAMENTO
and
M&H Realty Partners VI, LP.

Delta Shores Development Agreement Revised: 12-30-08

FOR CITY CLERK USE ONLY
• ORDINANCE N0. ___ 2~0_0_9_-0~0~2_, __
CITY AGREEMENT N0. __ 2_00_9_-0_0_6_0 __ _ DATE ADOPTED: ___ 1_-_1-'--3-0--"--=-9 __ _

DELTA SHORES

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 Delta Shores Finance Plan I. Agreement Voluntary
J. Agreement Authority
K. Procedural Requirements Completed
L. 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
A. Initial Term
B. Renewal Options
(1) Landowner Not in Default
(2) Notice
(3) Limitations

4. Assignment
Delta Shores Development Agreement -i-

FOR CITY CLERK USE ONLY
Revised: 1-5-09
ORDINANCE NO. _______ _
CITY AGREEMENT NO. _______ _ DATE ADOPTED: _______ _
A. Right to Assign
B. Release of Landowner
C. Assignees

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
(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
( 1 ) Allocation
(2) Dispute Resolution

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

7. Reconfiguration of Parcels

8. Infrastructure
A. Construction by City
B. Construction by Landowner
Delta Shores Development Agreement -ii- Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ---------
C. Drainage, Water and Sewer Infrastructure
(1) Establishment of Financing Mechanisms
(2) Issuance of Bonds
(3) Linkage of Development to Completion of Drainage, Water and Sewer Systems
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
A. Transfer of Land to City
B. Development Timing
C. Transfer of Park Funds to City
D. Waiver of Nexus Challenge

10. Litigation/Indemnification
A. Third-Party 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
Delta Shores Development Agreement -iii- Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. _______ _
CITY AGREEMENT NO. _______ _ DATE ADOPTED : _______ _
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
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
(1) Prior to Lender Possession
Delta Shores Development Agreement -iv- Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED : ---------
(2) Lender in Possession
B. Notice of Landowner's Default Hereunder
C. Lender's Right to Cure
D. Other Notices Given by City

25. Conflicts
A. Concurrent Map Conditions
B. Future Map Conditions

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/Integrated Document

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

LIST OF EXHIBITS
Exhibit "A"
Exhibit "B"
Exhibit "C"
Exhibit "C-1"
Exhibit "D"
Exhibit "E"
Exhibit "F"
Exhibit "G"
Exhibit "H"
Exhibit "I"
Legal Description of Landowner's Property
Landowner's Development Plan
Special Conditions
lnclusionary Housing Plan
Assignment and Assumption Agreement
Protest Waiver Provisions Agreed to by Landowner
Irrevocable Offer of Dedication Form
Map and Categorical Listing of Land and Infrastructure
Procedures for Adjusting Development Fees
Diagram of Delta Shores Planning Area
Delta Shores Development Agreement -v-

FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
--------
CITY AGREEMENT NO. _______ _ DATE ADOPTED : _______ _

DEVELOPMENT AGREEMENT

BY AND BETWEEN

THE CITY OF SACRAMENTO
AND
M&H REALTY PARTNERS VI, L.P.

This Development Agreement (hereinafter "Agreement") is made and entered into this _ day of _____ , 2009, by and between the CITY OF SACRAMENTO, a municipal corporation (hereinafter the "CITY"), and M&H REAL TY PARTNERS VI, L.P., a California limited partnership(hereinafter the "LANDOWNER"). The CITY and LANDOWNER hereinafter may be referred to collectively as the "Parties" or in the singular as "Party", as the context requires.

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. 119-0010-060; 119-0010-001; 119-0010-002; 119-0010-003; 119-0010-004; 119-0010-005; 119-0010-006; 119-0010- 007; 119-0010-008; 119-0010-009; 119-0010-011; 119-0010-012; 119-0010-013; 119- 0010-015; 119-0010-034; 119-0010-040; 119-0010-041; 119-0010-042; 119-0010-043; 119-001 0-044; 119-0010-045; 119-0010-046; 119-0010-04 7; 119-0010-0048; 119- 0010-049; 119-0010-051; 119-0010-052; 119-0010-053; 119-0190-026; 119-0190-028; 119-0090-011; 119-0190-024; 119-0190-025; 119-0090-001; 119-0190-030; 119-0090- 005; 119-0090-013; 053-0010-051; 053-0010-059; 053-0010-0060; 053-0010-061; 119- 0010-026; and 119-0010-050. LANDOWNER seeks to develop the Property consistent with CITY's General Plan, the Airport/Meadowview Community Plan (hereinafter "Community Plan"), the PUD Guidelines, and the Zoning Ordinance as they exist on the Effective Date.

C. The City Council has held duly noticed public hearings on the CITY's General Plan, the Community Plan and the Environmental Impact Reports prepared therefor. At the Delta Shores Development Agreement -1- Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. _______ _
CITY AGREEMENT NO. _______ _ DATE ADOPTED: _______ _
conclusion of these hearings, the City Council, on January 19, 1988, certified the Environmental Impact Report on the City General Plan Update as adequate and complete, and on April 10, 1984, certified the Environmental Impact Report on the Community Plan Update as being adequate and complete.

The City Council on January 19, 1988, after making specific findings and adopting a Statement of Overriding Considerations, approved a revised General Plan by Resolution No. 88-058 (hereinafter the "General Plan"). The City Council on April 17, 1984, after making specific findings and adopting a Statement of Overriding Considerations, approved the Community Plan by Resolution No. 84-317. The uses allowed under the General Plan, the Community Plan, the PUD Guidelines and the applicable zoning ordinances provide for a balanced mix of residential housing and employment opportunities as well as provide for the protection of major open space and recreational resources.

The City Council on January 13, 2009, after a duly noticed public hearing, approved the Delta Shores Finance Plan to provide a plan for the financing of the Infrastructure and public improvements needed for the development of the Property over time.

D. 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, the Community Plan and the PUD Guidelines.

E. The coordinated and orderly development of the Property, and LANDOWNER's commitment to the implementation of the Delta Shores 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 Community Plan.

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

Delta Shores Development Agreement -2- Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. _______ _
CITY AGREEMENT NO .. _______ _ DATE ADOPTED: _______ _
G. The City Council, on September 10, 1996, adopted the Procedural Ordinance set forth at Chapter 18.16 of the City Code, by which CITY will, inter alia, consider, adopt, amend and subsequently review the development agreement by and between CITY and LANDOWNER.

H. Development of the Property, in accordance with the conditions of this 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 Community Plan. 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 Delta Shores 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.

I. This Agreement is voluntarily entered into by LANDOWNER in order to assure the implementation of the General Plan, the Community Plan and the Delta Shores 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 Community Plan and the Delta Shores 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 Delta Shores Planning Area as shown on Exhibit "I" attached hereto and incorporated herein by reference (the ''DSP Area"), and to the implementation of the Delta Shores Finance Plan, the CITY would not approve development of the Property.

J. 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.

K. 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.

L. The City Council has reviewed and approved this Agreement. Pursuant to section

18.16.11 OA of the Sacramento City Code, it finds the following: (i) the Agreement is consistent with the General Plan, the Community Plan, and the goals, policies, standards and objectives of the DSP Area the Delta Shores Finance Plan, the PUD Guidelines and all other applicable CITY ordinances, rules and regulations; (ii) the Delta Shores Development Agreement -3- Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. _______ _
CITY AGREEMENT NO. _______ _ DATE ADOPTED : --------
subject project should be encouraged in order to meet important economic, social, environmental or planning goals of the City for the DSP Area; (iii) the project would be unlikely to proceed in the manner proposed in the absence of a development agreement; (iv) LANDOWNER will incur substantial costs in order to provide public improvements, facilities or services from which the general public will benefit; (v) LANDOWNER will participate in all programs established and /or required under the General Plan 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 which accrue to the benefit of the public; (vi) LANDOWNER has made commitments to a high standard of quality and has agreed to all applicable land use and development regulations. The City Council further finds that 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:

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 5H 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 Delta Shores Development Agreement -4-

FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
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CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _
by LANDOWNER with all of the terms and conditions of this Agreement, which process and procedures are as specified in section 17 of this Agreement. • Assessment: a special assessment levied on real property within the DSP Area, for the purpose of financing Infrastructure and/or public facilities, or maintenance thereof, in accordance with the California Streets and Highways Code, the California Government Code, and/or the Sacramento City Code.
• Assessment District Policy Manual: the document entitled "City of Sacramento Policy and Procedures for Use of Special Assessment and Mello-Roos Community Facilities District Financing for Infrastructure and Public Facilities," as adopted by the City Council on June 29, 1993 (Resolution 93-381 ), as said document may be amended from time to time.
• Assignee: a third Person executing an Assumption Agreement prepared in accordance with the format prescribed in Exhibit D.
• Assignment: the sale or other transfer by LANDOWNER of all or part of its right, title and interest in the Property and in this Agreement to another Person, in accordance with the terms and conditions of this Agreement.
• Assumption Agreement: the agreement prescribed in Exhibit D or such other form as shall be proposed by LANDOWNER or Assignee and approved by the City Attorney. • Building Permit: a permit issued pursuant to Title 15 of the City Code that allows for construction of improvements on the Property as specified in the permit. • 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.
• Community Plan: the Airport/Meadowview Community Plan as adopted by the City Council on April 17, 1984, as said plan may be amended from time to time.

Delta Shores Development Agreement
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FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
---------
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _
• 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.
• Days: as used in this Agreement, "days" means calendar days. • 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, unless otherwise provided in the Delta Shores Finance Plan or in this Agreement.
• Deed of Trust: a real property security device whereby the debtor (trustor) conveys title to real property to a trustee as security for a debt owed to the creditor (beneficiary). • Default: a failure of performance, or unreasonable delay in performance, by either Party to this Agreement, of any of its terms, conditions, obligations or covenants.

Default shall include but not be limited to failure to comply with all provisions of the Delta Shores Finance Plan and/or failure to pay any fee, tax or assessment enacted pursuant to that Plan.
• Delta Shores Finance Plan: the plan, as it may be amended from time to time, which establishes methods for financing required Infrastructure through a combination of land transfers, dedications, contributions, fees, assessment districts, community facilities districts, and other measures. As to development fees, the Delta Shores Finance Plan will provide for adjustment of fee amounts in accordance with the principles in the procedure set forth in Exhibit H, and incorporated herein by reference . • Development (or Develop): 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 in accordance with the Land Use and Development Regulations, Building Permits, and all other Land Use Entitlements.
• Development Agreement: this Agreement.
• Development Fee: all fees now or in the future collected by the CITY from LANDOWNER or Assignees as a condition of Development of the Property for the funding of Public Facilities. Development Fees also include any lawfully imposed fees Delta Shores Development Agreement
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FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
---------
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _
imposed by another public agency having jurisdiction and which CITY is required or authorized to collect pursuant to State law or local ordinance. • Development Plan: LANDOWNER's plan for development of the Property, including, but not limited to, the PUD Guidelines, the PUD Schematic Land Use Plan and all other land use entitlements for the Property, as set forth in Exhibit B of this Agreement, as they may be amended or modified from time to time. • Discretionary Action: a discretionary approval or disapproval and means an action that requires exercise of judgment, deliberation or a decision, and that contemplates and authorizes the imposition of revisions or conditions by CITY , including any board, commission or department and any officer or employee thereof, in the process of approving or disapproving a particular activity. Any such approval, disapproval or exercise of judgment, deliberation or a decision shall be subject to a standard of "reasonableness" .
• Drainage Master Plan: the Drainage System for Delta Shores, prepared by a consulting firm and approved by the Department of Utilities, as it may be amended from time to time.
• Drainage Phasing Plan: that portion of the Drainage Master Plan which identifies the sequence of construction of the Drainage System.
• Drainage System: that drainage system set forth in the Drainage Master Plan, as that plan may exist from time to time.
• Drainage Sub-basin: the individual drainage sub-areas identified in the Drainage Master Plan.
• DSP Area: the area including the Property and other real property in close proximity thereto as shown on Exhibit "I" attached hereto and incorporated herein by reference. • Effective Date: the date upon which the Adopting Ordinance becomes effective (not the date on which this Agreement has been approved by the City Council). • Finance Plan: the Delta Shores Finance Plan that encompasses the Property and the Project as approved by the City Council, as it may be amended from time to time. • Finance Plan Area: the lands within the area covered by the Delta Shores Finance Plan, and which are obligated thereby, as that area may exist from time to time.

Delta Shores Development Agreement
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Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED : ________ _ • General Plan: the General Plan of the City of Sacramento, as adopted by the City Council on January 19, 1988, as said plan may be amended from time to time. • lnclusionary Housing Agreement: the agreement between CITY or City Agency and LANDOWNER that specifies the terms and conditions for LANDOWNER's implementation of the lnclusionary Housing Plan.
• lnclusionary Housing Ordinance: Title 17, Chapter 17 .190 of the City Code, entitled the "Mixed Income Housing Ordinance," and as said ordinance may be amended from time to time.
• lnclusionary Housing Plan: the plan prepared by LANDOWNER and approved by the City Council by its resolution as part of the Land Use Entitlements, that specifies the percentage, number, type, location and phasing of development of housing affordable to very low and low income households for compliance with the lnclusionary Housing Ordinance, as more particularly described in Exhibit C and Exhibit C-1. • Infrastructure: all public facilities and improvements needed to serve urban development, as identified in subdivision maps or parcel maps, master plans, improvement plans, or as may otherwise be constructed and conveyed to CITY or another public agency, including but not limited to street 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 the provisions of the Delta Shores Finance Plan, this Agreement and/or any condition of approval of any Land Use Entitlement applicable to the Property, in the form specified in Exhibit F. • Land Acquisition Fee {LAF): the fee/reimbursement program if made a part of the Delta Shores Finance Plan, and which is designed to equalize the cost of land acquisition for infrastructure among the various landowners within the Delta Shores Finance Plan Area.
• Land Acquisition Program: the plan, if made a part of the Delta Shores Finance Plan, designed to provide a means for transfer to or acquisition by CITY, or such other public agency as is appropriate, of all lands within the DSP Area which are designated to be held publicly, at no cost to CITY.

Delta Shores Development Agreement
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FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
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CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _
• Land Use and Development Regulations: the Zoning Ordinance, Subdivision Ordinance, and the other provisions of the City Code (including the Sign Code) applicable to Development of the Property, together with the PUD Guidelines approved by City and any other City ordinances, resolutions, rules, regulations and official policies of the City as they exist on the Effective Date, which govern or regulate land use and/or development in the Community Plan area which encompasses the Property.
• Land Use Entitlement: the plans, ordinances, resolutions, maps, plan review, design review, preservation review, and permits and approvals which have been approved by CITY for the Project based on the Development Plan as of the Effective Date, which is set out in Exhibit B. The Land Use Entitlements include the Plans, this Agreement, the Tentative Maps and their conditions of approval, Zoning Map, the lnclusionary Housing Plan, the Mitigation Measures, Design Guidelines and all other official actions in furtherance of Project approval, including modifications to the City Code as set out in this Agreement, as well as modifications and amendments to the Plans and Land Use Entitlements subsequent to the Effective Date as set out in any Subsequent Approval.
• 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. • Ministerial Action: a ministerial approval or disapproval and means an action that merely requires a determination whether there has been compliance with applicable statues, ordinances, resolutions, regulations or conditions of approval including, without limitation, the Plans, Land Use Entitlements and Special Conditions. • Mitigation Measures: the measures adopted by the Planning Commission and/or by the City Council as part of the certification of the Final Environmental Impact Report as of the Effective Date which apply to Development of the Property for the Project and as may be referenced in the Land Use Entitlements.
• Mitigation Monitoring Program (Plan): the plan for implementation of the Mitigation Measures as of the Effective Date and as may be referenced in the Land Use Entitlements.
• 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 Delta Shores Development Agreement
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FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
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CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _
(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. • Person: any person, firm, association, organization, partnership, business trust, corporation or company.
• Plans: The General Plan, Community Plan, Specific Plan, and Financing Plan. The reference to "Plans" may also include the Development Plan as the context indicates. • Procedural Ordinance: Chapter 18.16 of the City Code, which sets forth procedures for application, review, approval, implementation, amendment, recordation, compliance review and related matters with respect to development agreements for lands outside of the North Natomas Community Plan area (which is governed by Ordinance No. 95-012).
• Project: part or all of the elements set forth in LANDOWNER's Development Plan. • Project Review: CITY's actions in reviewing any project proposed by LANDOWNER with respect to the Property, including but not limited to review of all required Land Use Entitlement applications.
• Property: the real property owned by LANDOWNER, as set forth in Exhibit A. • Protest Waiver: the agreement set forth in Exhibit E, executed by LANDOWNER pursuant to this Agreement, or in connection with the conditions of any required Land Use Entitlement.
• Public Facilities: all public infrastructure, facilities, improvements and amenities needed to serve the Project as identified in the Plans, the Development Plan, the Drainage, Water and Sewer Master Plans, the Land Use Entitlements, the Finance Plan or Subsequent Approvals; or as may otherwise be constructed or owned by, or conveyed to, CITY, City Agency or other public agency, including, without limitation: (i) streets, alleys, bridges, pedestrian and bicycle paths, parking lots and freeway improvements; (ii) heavy and light rail and trolley lines, stations, and passenger facilities; (iii) bus rapid transit lanes and bus transfer facilities, turnouts and stops; (iv) surface and storm drainage improvements; (v) sanitary sewer improvements; (vi) water storage and transmission facilities; (vii) flood control improvements; (viii) solid waste facilities; (ix) electrical and gas utilities; (x) street lighting; (xi) police and fire stations; (xii) parks, plazas, open space, greenbelts, trails, and landscaping; (xiii) habitat conservation areas; (xiv) drainage retention and flood control basins; (xv) Delta Shores Development Agreement
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Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ---------
schools and educational facilities; (xvi) public community centers, performing arts centers, and museums; and (xvii) publicly owned artwork. • Public Financing Mechanism: an assessment district, a community facilities district, a fee district, area of benefit district, or any similar financing mechanism imposed on real property or as a condition of development approval, excluding Development Fees. • PUD Guidelines: the Delta Shores Design Guidelines adopted by the Sacramento City Council for the Delta Shores Planned Unit Development (PUD). • 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, or who has advanced funding for Infrastructure or other improvements which are required in the DSP Area by the Finance Plan, the PUD Guidelines 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 set forth in section 80(1) of this Agreement).
• Sewer Master Plan: the Sewer System for Delta Shores, prepared by a consulting firm and approved by the Department of Utilities, as it may be amended from time to time. • Sewer System: that sewer system set forth in the Sewer Master Plan, as that plan may exist from time to time.
• 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.

Delta Shores Development Agreement Revised: 1-5-09
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FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. --------- DATE ADOPTED:. ________ _
• Subsequent Approvals: any Ministerial or Discretionary Action of approval or other action by CITY to implement the Development Plan after the Effective Date that is necessary or desirable to implement LANDOWNER's Vested Rights under this Agreement, including Discretionary and Ministerial Actions, that are not set out as a Land Use Entitlement.
• 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.
• Vested Right: a property right conferred by this Agreement, pursuant to Government Code Section 65865.4, to develop the Property for the Project in accordance with the Development Plan and consistent with the Plans and Land Use Entitlements, that may not be cancelled or revoked by CITY after the Effective Date, except as expressly provided in this Agreement.
• Water Master Plan: the Water System for Delta Shores, prepared by a consulting firm and approved by the Department of Utilities, as it may be amended from time to time. • Water System: that water system set forth in the Water Master Plan, as that plan may exist from time to time.
• Zoning: the division of the City of Sacramento into districts, and the application of zoning regulations and the PUD Guidelines 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, as modified by the PUD Guidelines. • Zoning Ordinance: the Comprehensive Zoning Plan of the City of Sacramento, which is set out in Title 17 of the City Code, as that ordinance exists on the Effective Date.

Delta Shores Development Agreement
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Revised: 1-5-09

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 have executed and are bound by this Agreement.

3. Term.

A. Initial Term. The term of this Agreement shall commence on the Effective Date and shall extend for a period of twenty (20) 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 (as defined in Section 16 hereof) in any material respect under this Agreement, including any amendments hereto, beyond any applicable cure periods.

For purposes of this subsection, "Exercise Date" shall mean the date that LANDOWNER or LANDOWNER's successor in interest gives written notice of intention to exercise the option to renew this Agreement, in accordance with the provisions of section 20 hereof.
(2) The option to renew shall be exercisable by giving CITY written notice of LANDOWNER's intention to exercise the option on or before the Exercise Date, which notice shall be given not later than one hundred eighty (180) days prior to expiration of the initial term or any renewal term.

Delta Shores Development Agreement
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FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
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CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _
(3) LANDOWNER shall be limited to two (2) renewal periods of five (5) years each; the parties specifically intend that under no circumstances shall the term of this Agreement extend beyond thirty (30) years, unless this Agreement is amended in accordance with the procedures set forth herein for Agreement amendments.

4. Assignment.

4.1 Right to Assign. LANDOWNER shall have the right to freely sell, alienate, transfer, assign, lease, license and otherwise convey all or any portion of the Property and improvements thereon, and as part of a contemporaneous and related sale, assignment or transfer of its interests in the Property, or any portion thereof, without the consent of CITY; provided that no partial transfer shall be permitted to cause a violation of the Subdivision Map Act (Government Code Section 66410 et seq.).

LANDOWNER shall notify CITY of any sale, transfer or assignment of all of LANDOWNER's interests in all or any portion of the Property by providing written notice thereof to CITY in the manner provided for notices hereunder not later than thirty (30) days before the effective date of such sale, transfer or assignment; provided, however, that LANDOWNER's failure to provide such notice shall not invalidate such sale, transfer or assignment and provided further that any successor in interest in ownership of all or a portion of the Property shall not benefit from the Vested Rights conferred herein without entering into an Assignment and Assumption Agreement with CITY.

4.2 Release of LANDOWNER. Such purchaser, assignee or transferee shall execute and deliver to CITY an Assignment and Assumption Agreement whereby such purchaser, assignee or transferee assumes all obligations and other terms and conditions of this Agreement with respect to the Property or such portion thereof sold, assigned or transferred. Upon such execution and delivery, CITY shall release LANDOWNER from all duties, liabilities and obligations under the Development Agreement with respect to the interest(s) sold, assigned or transferred only if LANDOWNER is not in default under this Agreement as of the effective date of the Assignment.

4.3 Assignees. The Assignee shall be obligated and bound by the terms and conditions of this Agreement if it executes the Assignment and Assumption Agreement, and shall be the beneficiary hereof and a party hereto, only with respect to the Property, or such portion thereof, sold, assigned or transferred to Assignee by LANDOWNER.

The Assignee shall observe and fully perform all of the duties and obligations of LANDOWNER under this Agreement, as such duties and obligations pertain to the Delta Shores Development Agreement
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FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
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CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _
portion of the Property sold, assigned, or transferred. CITY shall release Assignee from all duties, liabilities and obligations under the Development Agreement of LANDOWNER with respect to the interest(s) that are not sold, assigned or transferred to Assignee. Any such assumption agreement shall be deemed to be to the satisfaction of the City Attorney if executed substantially 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.

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 and all land use entitlements.

B. Discretionary Approvals.
(1) Project Review. Development of the Property is subject to all required discretionary approvals. In reviewing and approving applications for special permits and other discretionary approvals, CITY may exercise Project Review and may attach such conditions and requirements as are consistent with the policies, goals, standards and objectives of the General Plan, the Community Plan, the PUD Guidelines 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, Delta Shores Development Agreement
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Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED:. ________ _ that to the extent that phasing is required by the PUD Guidelines, by this Agreement, or by conditions of approval of any Land Use Entitlements, such provisions shall govern. No future modification of the Sacramento City Code or any ordinance or regulation which limits the rate of development over time shall be applicable to the Property. However, nothing herein shall be construed to relieve LANDOWNER from any time conditions in any permit or subdivision map approval or to excuse the timely completion of any act which is required to be completed within a time period set by any applicable code or permit provisions.

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

E. Land Use and Development Regulations.
(1) Subject to the Special Conditions specified in Exhibit C, development of the Property shall be subject to the Land Use and Development Regulations applicable to such development on the Effective Date.
(2) Except as otherwise provided in this Agreement, to the extent any future changes in Land Use and Development Regulations adopted by CITY purport to be applicable to the Property but are inconsistent with the terms and conditions of this Agreement, including subsection 5E(1) above, the terms and conditions of this Agreement shall prevail, unless the parties or their successors in interest mutually agree to amend or modify this Agreement in accordance with the provisions for modification hereinafter set forth.
(3) To the extent that any future changes in the Land Use and Development Regulations adopted by CITY are applicable to the Property and are not inconsistent with the terms and conditions of this Agreement or are otherwise made applicable by other provisions of this Agreement, such future changes shall be applicable to the Property.
(4) Nothing in this Agreement shall preclude the application to development of the Property of changes in the Land Use and Development Regulations, the terms of which are specifically mandated by changes in state or federal laws or regulations. In the event state or federal laws or regulations enacted after the effective date of this Agreement or action by any governmental jurisdiction other than CITY prevent or preclude compliance with one or more Delta Shores Development Agreement
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Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ---------
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 specific 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 DSP Area or any subarea 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 development of the DSP Area, 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. In addition, nothing herein shall be construed to limit the authority of CITY to enact city-wide greenhouse gas reduction ordinances or resolutions and have the mandatory provisions of those ordinances and resolutions applicable to the land uses within the Project, that, but for this Agreement, would not be applicable to the Project.
(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 Delta Shores Development Agreement Revised: 1-5-09
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FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ---------
within the Community Plan area, shall apply to the Property. The provisions of this subsection apply to modifications adopted or imposed by the City Council, or through the initiative or referendum process; provided, however, nothing in this subsection shall limit the ability of CITY to act in accordance with the provisions of subsections 5E(3), 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 tentative vesting subdivision maps, tentative master parcel maps, parcel maps, tentative subdivision 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.

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 nonresidential building square footage shall be determined by CITY in the land use entitlement process. Allocations for residential development shall be determined in the subdivision mapping process, unless Delta Shores Development Agreement
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Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _
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 which does not involve the CITY, with respect to any matter involving allocation of nonresidential building square footage for or on the Property, such dispute shall be resolved by arbitration, utilizing the commercial arbitration procedures of the American Arbitration Association, or some other alternative dispute resolution procedure mutually agreed upon by the parties involved in the dispute. In no case shall CITY be a party to such dispute, or to the dispute resolution procedures. All of the provisions of this Agreement relating to indemnification and defense of CITY, and payment of CITY costs, shall apply to all disputes relating directly or indirectly to allocation.

6. Fees, Charges, Assessments and Taxes.

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

B. Levies Imposed by Other Jurisdictions. LANDOWNER shall be responsible for:
(1) all fees, charges, assessments, special taxes or levies of any sort imposed by any other state or local agency, including but not limited to the Sacramento Area Flood Control Agency, in the future as a charge for mitigation measures imposed for the purpose of mitigation of environmental impacts associated with the provision of flood control improvements and measures for the Community Plan area;
(2) all fees, charges, assessments, special taxes or levies of any sort associated with the financing of the construction and implementation of said flood control improvements and measures;
(3) all special benefit assessments, special taxes or levies of any sort associated with construction of or maintenance of public improvements, where the Delta Shores Development Agreement
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Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _
Property is located within a district formed for that purpose by any agency other than CITY;
(4) 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 Bare 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 Delta Shores Finance Plan. The Delta Shores Finance Plan (hereafter "Finance Plan") establishes a method for financing of required Infrastructure and public facilities through a combination of land transfers, dedications and contributions, fees, assessment districts, community facilities districts and other sources, so that the land within the Finance Plan Area pays for its share of the cost of such Infrastructure and facilities. The Finance Plan also recognizes that there is a regional benefit associated with certain portions of the Infrastructure and public facilities, and that the regional cost share will ultimately have to be paid from other sources and other property owners that benefit therefrom. LANDOWNER acknowledges that it may have to participate in funding regional costs of such Infrastructure and facilities that is located off-site of the Property on a fair share basis as identified in the Finance Plan and Final Environmental Impact Report. LANDOWNER shall participate in the Finance Plan, as made applicable to the development of the Property, and shall faithfully and timely comply with each and every provision thereof, including but not limited to the Land Acquisition Fee (if any), 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 Finance 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 Finance Plan, and performance of all obligations imposed thereby.

Delta Shores Development Agreement Revised: 12-30-08
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FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _
D. LANDOWNER's Waivers. LANDOWNER hereby agrees to the provisions of Exhibit E, which (without limitation) contains a comprehensive waiver of protest rights with respect to CITY's establishment and implementation of development and impact fees; and CITY's actions in forming assessment districts and community facilities districts, and in levying assessments and taxes pursuant thereto. As set forth in Exhibit E, LANDOWNER reserves the right to protest the actual amount of the fee, assessment or tax levy, or other CITY charge imposed on or allocated to the Property pursuant to the Finance Plan.

7. Reconfiguration of Parcels. LANDOWNER shall have the right to file applications with CITY for subdivision, lot line adjustment, or for master parcelization of all or part of the Property, for the purpose of Reconfiguration of the Property. Such applications shall be processed and determined in accordance with the provisions of section 5, and all other applicable provisions of this Agreement. Where Reconfiguration requires a Special Permit, or a Planned Unit Development (PUD) designation, or other Land Use Entitlement applicable to the Property or portion thereof which is subject to the application, CITY reserves the right to require such Land Use 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 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 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 Land Use 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 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 8A 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 be responsible for the construction of Infrastructure required for implementation of the Development Plan (Exhibit B).

LANDOWNER shall further comply with all required funding requirements Delta Shores Development Agreement
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FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 12-30-08
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CITY AGREEMENT NO. _______ _ DATE ADOPTED: _______ _
specified in the Finance Plan, and all real property transfers required pursuant to this Agreement or the Land Use Entitlements. Provided, however, LANDOWNER shall enter into a separate agreement with CITY no later than February 20, 2009, or such other date as CITY and LANDOWNER may otherwise agree to address funding of the development, design, environmental matters, right of way acquisition and construction of the Cosumnes River Boulevard/1-5 Interchange and Extension Project, including construction of traffic signals, median, landscaping and utilities. That agreement shall specifically address fair share contributions for CITY and LANDOWNER and the project schedule.

C. Drainage, Water and Sewer Infrastructure. As of the Effective Date, it is contemplated that the water and sewer systems and permanent drainage for the Property, and the entire Finance Plan Area, will be provided by the Water System, Sewer System, and Drainage System, respectively. Construction of the Water, Sewer and Drainage Systems will require land transfers to CITY pursuant to conditions for the Land Use Entitlements and this Agreement, or acquisition of required land by CITY through the use of eminent domain procedures, and funding for the required improvements, all on a timely basis and in accordance with the Finance Plan, or such other arrangement which has been implemented or required by CITY, together with any Drainage Sub-basin agreement, or substitute therefore, as specified in the Special Conditions. In recognition of the need for retention of flexibility and CITY discretion with respect to decisions relating to the ultimate solution to drainage, water, and sewer for the Community Plan area, and the need for unconditional provision of financing by LANDOWNER and other owners of land in the Finance Plan Area through the mechanisms specified in the Finance Plan, the parties agree as follows:
(1) Establishment of Financing Mechanisms. CITY shall, as soon as feasible following the adoption of the Finance Plan by the City Council, establish public financing mechanisms as identified in the Finance Plan, applicable to lands within the Community Plan area which will benefit from the Water, Sewer and Drainage Systems.
(2) Issuance of Bonds. Decisions as to whether to issue bonds pursuant to such financing mechanisms, and the timing and manner of issuance thereof, shall be within the sole and exclusive discretion of CITY; provided, however, that CITY shall exercise its discretion in a good faith manner, so as to provide for timely construction of Infrastructure in order not to stop or slow development.

Delta Shores Development Agreement Revised: 12-30-08
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FOR CITY CLERK USE ONLY
ORDINANCE NO .. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED:. ________ _ (3) Linkage of Development to Completion of Drainage, Water and Sewer Systems. CITY has established a performance standard that requires (inter alia) that the Drainage System, Water System and Sewer System be completed and in operation no later than the point in time when building permits have been issued for fifty percent (50%) build-out of the Finance Plan Area, as measured by developable residential and commercial acreage as defined in the Finance Plan; however, CITY shall not issue any certificates of occupancy or approval of final inspection for any lot or parcel until the Drainage System, Water Sy,stem and Sewer System serving said lot or parcel is, in fact, completed and in operation. In the event that a different phasing plan is approved by LANDOWNER and is adopted and implemented by CITY, LANDOWNER shall comply with all provisions of such a plan, and shall execute any agreement or other document, or participate in any mechanism as is reasonably required by CITY to implement such a plan.

D. Infrastructure Financing Proceedings.
(1) LANDOWNER-Initiated Proceedings. In the event that LANDOWNER desires to initiate proceedings for the formation of an assessment district, community facilities district, or other similar form of improvement financing mechanism to fund the construction of Infrastructure required by conditions of approval or otherwise, LANDOWNER shall file an application with CITY for that purpose in accordance with CITY's Assessment District Policy Manual, as same may be amended from time to time, or such other policy document as may after the Effective Date be adopted by the City Council as a substitute therefor. CITY agrees to diligently process any such application, provided that such application:
(a) is complete and is accompanied by payment of CITY fees applicable on the date of filing of the application;
(b) otherwise complies with the Land Use and Development Regulations and applicable law, as the applicable law 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;
Delta Shores Development Agreement Revised: 12-30-08
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FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ---------
(d) provides for a value to lien ratio and other financial terms that are acceptable to CITY, which acceptance shall not be unreasonably conditioned or delayed;
(e) provides for all funding requirements established by CITY for the purpose of payment of the costs of outside consultants needed, in CITY's sole discretion; and
(f) provides that the specific consultants (e.g., bond counsel, financial advisors, underwriters, or other consultants as may be necessary under the circumstances) shall be selected by CITY in its sole discretion.

Notwithstanding any other provision of this Agreement, CITY agrees that upon request made by LANDOWNER, CITY will consider making exceptions to the Assessment District Policy Manual, to allow for alternative methods of financing in-tract improvements, including but not limited to formation of assessment districts or similar financing mechanisms, where such alternatives are contemplated by the 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 water, sewer and drainage capacity), and to consider underwriting considerations and criteria, together with the manner in which such alternatives further the overall implementation of the 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. CITY and LANDOWNER further agree that CITY will not sell any bonds for any LANDOWNER-initiated assessment district, community facilities district or other similar form of improvement financing mechanism until they have agreed upon the timing and date of such bond sale. (2) Proceedings Initiated by CITY. In the event that 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 Finance Plan, LANDOWNER's participation obligations set forth in this Agreement (including but not limited to Exhibit C) shall apply.

Delta Shores Development Agreement
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FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 12-30-08
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CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _
(3) Maintenance Districts.
(a) LANDOWNER may, following the procedures specified in subsection 80(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.
(b) LANDOWNER shall request that CITY establish one or more maintenance districts for the purpose of financing a portion of the maintenance of landscaping the Consumnes River Boulevard/I-5 Interchange. The portion of the costs to be funded by the entire DSP Area under the maintenance district shall be not more than 49% of the cost to maintain the landscaping at the Consumnes River Boulevard/I-5 Interchange project, consistent with the fair share allocation of the costs of this project.

E. Reimbursement to LANDOWNER.
(1) From Financing Proceeds. Subject to the Finance Plan, where LANDOWNER has provided advance funding for public Infrastructure required by the Finance Plan or has constructed such Infrastructure under the direction and control of CITY, LANDOWNER shall be reimbursed for Reimbursable Infrastructure Costs ("Costs"), with adjustments for Costs as provided for in the Finance Plan, but not less than zero percent (0.0%) for each annual adjustment, 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 and funds are received therefrom. 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. The foregoing Delta Shores Development Agreement
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FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 12-30-08
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CITY AGREEMENT NO. ________ _ DATE ADOPTED : ________ _ provisions of this Section 8.E.(1) shall not apply to a separate written agreement between CITY and LANDOWNER for the Interstate 5/Cosumnes River Boulevard Interchange and Extension Project.
(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 Finance Plan, in excess of or beyond those required for development of the Property, or, where required by the Finance Plan, this Agreement, or conditions of approval of the Land Use Entitlements to make dedications, provide mitigation or incur costs in connection with public improvements or the planning of the DSP Area and/or Community Plan area in excess of or beyond those required for development of the Property, and the provisions of subsection 8E(1) do not apply, CITY shall make reasonable efforts to require that all other Persons benefitted by the improvements shall reimburse LANDOWNER (through fee districts, agreements, conditions of approval, or otherwise) for such Person's proportionate share of such costs, with adjustments for such costs as provided for in the Finance Plan, but not less than zero percent (0.0%) for each annual adjustment, and as otherwise determined in accordance with the Finance Plan, or by CITY. No permits for construction by such other Persons shall be issued by City until such reasonable efforts are applied. For purposes of this Agreement, the term "in excess of or beyond those required for development of the Property" means requirements which exceed LANDOWNER's fair proportionate share, as determined in accordance with the provisions of the 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 Finance Plan, and any associated documents or studies.
(3) Reimbursement of Planning, Engineering and Staff Costs. In accordance with the provisions of the Finance Plan and the Citywide Fee and Charges Policy, CITY shall impose a fee upon the DSP Area landowners, including LANDOWNER, to pay the planning, engineering, staff and related costs (including but not limited to CITY staff and related costs), Delta Shores Development Agreement Revised: 12-30-08
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FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. DATE ADOPTED: -----~--- ---------
as specified in the Finance Plan, and which relate to development of the DSP Area, the Finance Plan, the Drainage Master Plan, the Water Master Plan, the Sewer Master Plan, and all related documents. The fee shall be spread across lands within the DSP Area in the same fashion as the public facilities fees. Credits shall be given to those landowners who have paid some or all of their share of the said costs, for the amounts so paid. The fee shall be payable prior to issuance of the first discretionary Land Use Entitlement for each individual parcel of land or approved phase thereof as to which an application has been filed with CITY.

9. LANDOWNER Obligations.

A. Transfer of Land to CITY. As set forth in the Development Plan, Land Use Entitlements, and Special Conditions, LANDOWNER has agreed to transfer lands at no cost that are needed for Infrastructure or public facilities to CITY, City Agency or other public agency, as specified or appropriate, excluding, however, any and all lands owned by LANDOWNER to be acquired by CITY for the Interstate 5/Cosumnes River Boulevard Interchange and Extension project, which will be the subject of a separate acquisition agreement between CITY and LANDOWNER. Set forth in Exhibit G, attached hereto and incorporated herein by this reference, are tables and maps describing and depicting the currently contemplated approximate location and amount of lands, together with a categorical listing of the types of Infrastructure and public facilities which are covered by the terms of this subsection. Included as part of Exhibit Gare maps that depict the location and amount of lands owned by LANDOWNER to be dedicated to CITY for the Interstate 5/Cosumnes River Boulevard Interchange and Extension project, as well as the lands to be acquired from LANDOWNER by CITY for that project. LANDOWNER will receive compensation and/or credit for the value of the land dedicated for the Interstate 5/Cosumnes River Boulevard Interchange and Extension project at the same value as the acquired lands pursuant to the Finance Plan and the terms of a separate cost sharing agreement between CITY and LANDOWNER for the project. LANDOWNER shall transfer the lands to be dedicated to CITY either by a statement on the final map in accordance with Government Code section 66439, or by Grant Deed as specified in the conditions of approval, or by utilizing the Irrevocable Offer of Dedication form set forth in Exhibit F, attached hereto and incorporated herein by this reference, at such time as is:

Delta Shores Development Agreement
CITY AGREEMENT NO.
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FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 12-30-08
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(1) required pursuant to a condition or term of any Land Use Entitlement for use or development of the Property; or
(2) requested by CITY, where LANDOWNER has not applied for a Land Use 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 or described in Exhibit G, to such a significant degree or extent that the location or quantity is inconsistent with the Community Plan as it exists on the effective date of this Agreement and the Finance Plan, the Parties shall meet and negotiate, and in good faith endeavor to reach agreement on any amendments to this Agreement needed to allow development of the Property in a reasonable manner, taking into account the changes in Infrastructure and public facilities. If agreement is reached between the Parties, the procedures specified herein and in the Procedural Ordinance shall apply to amendments to this Agreement. If agreement is not reached, either Party shall have the right to terminate this Agreement by providing the other Party sixty (60) days notice.

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

C. Transfer of Park Funds to CITY. As set forth in Exhibit C, LANDOWNER shall transfer four million dollars ($4,000,000) to CITY for purposes of future development of a regional park (the "Regional Park Fee") upon issuance of the 3,3751h residential building permit at the Property. LANDOWNER waives any and all administrative or judicial challenges that it can legally make based on insufficient nexus for the Regional Park Fee.

D. Waiver of Nexus Challenge. LANDOWNER waives any and all administrative or judicial challenges that it can legally make based on insufficient nexus relative to lands or funds it is required to transfer to CITY or to other public agencies pursuant to the conditions of approval for the Land Use Entitlements, tentative or final maps, or this Agreement for Infrastructure, as appropriate.

Delta Shores Development Agreement
- 28 -

FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
--------
CITY AGREEMENT NO. _______ _ DATE ADOPTED : _______ _

10. Litigation/Indemnification.

A. Third-party Challenge to Agreement or Entitlements.
(1) In the event of any action instituted by a third party challenging the validity of any portion of this Agreement, including but not limited to, the proceedings taken for its approval (including the requirements of the California Environmental Quality Act - "CEQA") or any other act undertaken by the parties hereto in furtherance of this Agreement or its terms, or any action instituted by a third party challenging the validity of any of the entitlements specified herein (including CEQA challenges), the parties agree to cooperate in the defense of the action. In all such litigation brought to contest the validity of this Agreement or such entitlements, the following shall apply:
(a) City may, in its sole discretion, either defend such litigation or tender its defense to LANDOWNER.
(b) In the event that CITY determines to defend the action itself, LANDOWNER shall be entitled, subject to court approval, to join in or intervene in the action on its own behalf, or to advocate in favor of validity of this Agreement or any challenged entitlement. In such a case, each Party shall bear its own attorney fees and costs. (c) In the event that CITY determines to tender the defense of the action to LANDOWNER, LANDOWNER shall defend the action on its behalf and on behalf of CITY, and shall bear all attorney fees and costs associated with such defense from and after the date of the tender. Provided, however, that CITY may at any time after the tender elect to assume representation of itself; in that event, from and after the date CITY gives notice of its election to do so, CITY shall be responsible for its own attorney fees and costs incurred thereafter.
(2) If, in such litigation, a final judgment or other final order is issued by the court which has the effect of invalidating or rendering ineffective, in whole or in part, any provision of this Agreement or the Agreement itself, or any entitlement issued during the term of this Agreement and pursuant to its terms, the following shall apply:

Delta Shores Development Agreement Revised: 1-5-09
- 29 -

FOR CITY CLERK USE ONLY
ORDINANCE NO. _______ _
CITY AGREEMENT NO. _______ _ DATE ADOPTED: _______ _
(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.

Provided, however, that if the litigation relates entirely, solely and exclusively to a challenge to the Community Plan in general, separate and apart from this Agreement or any entitlement relating to the Property, and if LANDOWNER is named or becomes a party in such litigation, LANDOWNER and CITY shall bear the cost of the successful party's attorney fees and/or costs in the manner specified in the court's judgment.
(b) CITY and LANDOWNER shall meet and endeavor, in good faith, to attempt to reach agreement on any amendments needed to allow development of the Property to proceed in a reasonable manner, taking into account the terms and conditions of the court's judgment or order.

If agreement is reached, the procedures for amending this Agreement as specified herein shall apply. If agreement is not reached, either Party shall have the right to terminate this Agreement by giving the other Party sixty (60) days' notice of termination.
(c) In the event that amendment is not required, and the court's judgment or order requires CITY to engage in other or further proceedings, CITY agrees to comply with the terms of the judgment or order expeditiously.

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

11. Effect of Subsequent Laws.

A. Laws of Other Agencies.
(1) If any public agency, other than CITY, adopts any new law, regulation, ordinance or imposes any new condition (herein referred to collectively as "the New Law") after the date of this Agreement, which prevents or precludes Delta Shores Development Agreement Revised: 1-5-09
- 30 -

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ---------
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 in accordance with Exhibit B of this Agreement.
(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 parties shall proceed under the provisions of subsections 11A(1) and 11A(2) above.

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.

Delta Shores Development Agreement Revised: 1-5-09
- 31 -

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _

12. Enforced Delay; Extension of Times of Performance. In addition to other specific provisions of this Agreement, performance by either Party hereunder shall not be deemed in default where delay or inability to perform is due to war, insurrection, strikes, walkouts, riots, floods, earthquakes, fires, casualties, acts of God, enactment of conflicting state or federal laws or regulations, new or supplementary environmental laws or regulations, litigation instituted by third parties challenging the validity of this Agreement or any of the vested entitlements described in section 5 of this Agreement.

Upon request of either Party to the other, a written extension of time for such cause shall be granted for the period of the enforced delay, or longer as may be mutually agreed upon.

13. Legal Actions; Applicable Law; Attorney's 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 a Party (or successor), or its officers, agents or employees, be liable to the other Party (or successor), or its officers, agents or employees, in damages for any breach, default or violation of this Agreement, it being specifically understood and agreed that the Parties' sole legal remedy for a breach, default or violation of this Agreement shall be a legal action in mandamus, specific performance or other injunctive or declaratory relief to enforce the provisions of this Agreement.

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

C. Attorney Fees. In any arbitration, quasi-judicial, administrative or judicial proceeding (including appeals), brought by either Party hereto to enforce or interpret any covenant or any of such Party's rights or remedies under this Agreement, including any action for declaratory or equitable relief, the prevailing party shall be entitled to reasonable attorneys' fees and all costs, expenses and disbursements in connection with such action, including the costs of reasonable investigation, preparation and professional or expert consultation, which sums Delta Shores Development Agreement Revised: 1-5-09
- 32 -

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. DATE ADOPTED: --------- ---------
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.

15. CITY's Good Faith in Processing. Subject to the provisions of subsection 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 Land Use Entitlements for use of the Property in accordance with the General Plan, the Community Plan, PUD Guidelines, 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 expeditiously review said application for completeness 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 subsection 16B., wherein a default by LANDOWNER is alleged, CITY shall not be obligated to issue any building permit, or grant any Land Use 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 subsection 16B, Delta Shores Development Agreement Revised: 1-5-09
- 33 -

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _
wherein a default by CITY is alleged, any resulting delays in LANDOWNER's performance caused by CITY's default shall not constitute a LANDOWNER default, or be grounds for termination or cancellation of this Agreement. (3) Successors in Interest. Where the Property, after 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 of default or breach pursuant to subsection 16B and expiration of the specified period to cure, 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. 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 Delta Shores Development Agreement
- 34 -

FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
---------
CITY AGREEMENT NO. ________ _ DATE ADOPTED : ________ _ hearing, as well as provide LANDOWNER copies of all CITY staff reports prepared in connection therewith at least five (5) days prior to the hearing.

17. Annual Review.

A. General Provisions. In accordance with Government Code section 65865.1, 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 Delta Shores Development Agreement Revised: 1-5-09
- 35 -

FOR CITY CLERK USE ONLY
ORDINANCE NO. _______ _
CITY AGREEMENT NO. _______ _ DATE ADOPTED: _______ _
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 land: (i) has been fully developed with all buildings; (ii) all occupancy permits for the buildings constructed thereon have been issued by CITY; (iii) CITY has accepted any public facilities constructed by LANDOWNER thereon or required to serve that parcel; (iv) CITY has accepted the dedications thereon; and (v) 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 Development Services Department, determine if the Agreement has terminated with respect to any parcel of land contained within the Property, and shall not unreasonably withhold, condition or delay termination as to that parcel if LANDOWNER'S obligations therewith are satisfied. LANDOWNER, or its successor, shall prior to said termination pay to CITY 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. Such fee shall be determined in accordance with CITY's established fees and charges then in effect. Upon termination of this Agreement, CITY shall upon LANDOWNER's request expeditiously 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, and shall have the effect as set forth in subsection 18C.

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

C. Effect Of Termination On Landowner Obligations. Termination of this Agreement as to the Property or any portion thereof shall not affect any of the LANDOWNER's obligations to comply with CITY's General Plan, the DSP Area, the PUD Guidelines, and all Land Use Entitlements issued for the Property, nor Delta Shores Development Agreement Revised: 1-5-09
- 36 -

FOR CITY CLERK USE ONLY
ORDINANCE NO. _______ _
CITY AGREEMENT NO. _______ _ DATE ADOPTED: --------
shall it affect any other covenants of this Agreement specified in this Agreement to continue after the termination of this Agreement, including but not limited to those specified in sections 6 and 10 and subsection 13C.

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

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

Notice to the CITY: City of Sacramento
915 I Street
Sacramento, California, 95814
ATTN: City Manager
Notice to the LANDOWNER: M&H Realty Partners VI, L.P.

Delta Shores Development Agreement
CITY AGREEMENT NO.
3580 Carmel Mountain Road, Suite 260
San Diego, California 92130
ATTN: Scott McPherson
with copies to:

Law Offices of Gregory D. Thatch
1730 I Street, Suite 220
Sacramento, California 95811
ATTN: Gregory D. Thatch
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FOR CITY CLERK USE ONLY
Revised: 1-5-09
ORDINANCE NO. _______ _
DATE ADOPTED: -------- --------
and to:

Peter Merlone
425 California Street, 11 th floor
San Francisco, California 92104-2113
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 provided in section 14 of this Agreement. If any provision of this Agreement is held invalid, void or unenforceable and the remainder of the Agreement cannot be enforced without failure of material consideration to any Party, either Party shall have the right, in its sole discretion, to terminate this Agreement for its convenience upon providing written notice of such termination to the other Party and specifying the effective date thereof. In the event either Party so elects to terminate this Agreement, such election shall not affect in any manner the terms and conditions of any entitlement granted by CITY with respect to the Property, any portion thereof, prior to the termination date except as specified in subsection 18C.

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. OMITTED.

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 Delta Shores Development Agreement
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FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
---------
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _
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 Land Use 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 Land Use Entitlements with respect to the Property, or otherwise be entitled to develop the Property or devote the Property to any uses or to construct any improvements thereon other than the development contemplated or authorized by this Agreement and subject to all of the terms and conditions hereof, including payment of all fees (delinquent, current and accruing in the future) and charges, and assumption of all obligations of LANDOWNER hereunder; provided, further, that no Lender, or successor thereof, shall be entitled to the rights and benefits of the LANDOWNER hereunder or entitled to enforce the provisions of this Agreement against CITY unless and until such Lender or successor thereof qualifies as a recognized assignee under the provisions of section 4 of this Agreement.

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

C. Lender's Right to Cure. Each Lender shall have the right (but not the obligation) during the same period of time available to LANDOWNER to cure or remedy, on behalf of LANDOWNER, the default claimed or the areas of non-compliance set forth in CITY's notice. Such action shall not entitle a Lender to develop the Delta Shores Development Agreement Revised: 1-5-09
- 39 -

FOR CITY CLERK USE ONLY
ORDINANCE NO. _______ _
CITY AGREEMENT NO .. _______ _ DATE ADOPTED: _______ _
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. Conflicts.

A. Concurrent Map Conditions. In the event any requirements imposed on the Project by any of the maps or conditions of approval thereto which are approved concurrently with this Agreement conflict with requirements of the PUD Guidelines or this Agreement, the map requirements shall control. Notwithstanding the foregoing, the amount of right of way to be dedicated for the Interstate 5/Cosumnes River Boulevard Interchange and Extension project shall be based on the terms of the separate cost sharing agreement and not on the map conditions.

B. Future Map Conditions. No requirement shall be imposed on the Project by any maps or conditions of approval thereto subsequent to execution of this Agreement if such requirement directly conflicts with any specific provision of this Agreement.

26. Construction. All Parties have had the opportunity to be represented by legal counsel of their own choice in the preparation of this 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.

Delta Shores Development Agreement
- 40 -

FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
---------
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 ih 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 Protest Waiver Form
F Irrevocable Offer of Dedication Form
G Map and Categorical Listing of Land and Infrastructure H Procedures for Adjusting Development Fees
I Diagram of Delta Shores Planning Area

34. Entire Agreement/Integrated Document. This Agreement, the Exhibits and the documents incorporated by reference in this Agreement or in the Exhibits, are to be considered as one document and default of any of the provisions contained herein or therein shall be considered a default of this Agreement. This Agreement, including the Exhibits and documents incorporated herein by reference, integrates all of the terms and conditions related or incidental to its subject matter and constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement.

Delta Shores Development Agreement
- 41 -

FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
---------
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _

35. City Attorney Costs. Landowner shall pay to the City of Sacramento the sum of ten thousand dollars ($10,000) as and for reimbursement of the costs of the City Attorney in preparation and processing of this Agreement. Said sum shall be paid to CITY prior to the City Attorney approving this Agreement as to form.

IN WITNESS WHEREOF, the CITY and LANDOWNER have executed this Devel ·pment Agreemen of the date first set forth above.

ATTEST:
~~J
By: ----_____,-------~City Clerk tl,-11-t:J'l
M&H REAL TY PARTNERS VI, L.P.

A California limited partnership
By: MHRP VI, L.P.,
A California limited partnership,
its General Partner
By: Merlone/H I Inc.,
a C • n,
OVED FOR LEGAL FORM:
.~
(ATTACH APPROPRIATE ACKNOWLEDGMENT)
Delta Shores Development Agreement - 42 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE N0. ___ 2o_o_9_-0_o_2 __ _
CITY AGREEMENT N0. __ 2_0_0_9_-0_o_so_· __ _ DATE ADOPTED: ___ · _1-_1_3_-0_9 __ _

ACKNOWLEDGMENT
State of California ~~t ~
County of'.:) a(Q&'fOE.~~ )
On \:EeJl.U.'f\,Q_f 2 b.;;lexfJ before me,~e,UJ/! t • M~LA<..l'2i J ~ (insert name and title of the officer)
personally appeared :tlc\J\ ~ Job()~'Z)V\
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) islefe-o subscribed to the within instrument and acknowledged to me that hei'ol-ls.~hg,i executed the same in his.'R'iFS1th1,ic authorized capacity(ies), and that by hic/l'ler:Ahei. signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature~ t. Jrf:laru~ (Seal)
i• t f O O COCO ♦ COO t Ct t t t t t t
•
VELVA E. MC LAURIN E
!: COMM. #1661216 m
fil Notary Publlc-Callromi Cl)
SACIW.ENTo COUNrY :I
J. ; ? I ; I ♦ ~<::":,Exp, April 25, 2010 f ,,,,,,,,,

STATE OF CALIFORNIA )
COUNTY OF SAN /)(€=6-01 ss.

On .:tr 12 Jt)O beforn ,,.,/4j&u3( M t!r-x ;{;_g,(),,,, insert name an title of the officer), personally appeared '1'.~~ Ce y ;.g , Gel erwho proved to me on the basis of satisfactory evidence to be the personi;r) whose name~ is~ subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/lleritaeir authorized capacity(.iesJ, and that by his/AeT?'taetrsignatur~ on the instrument the person(.111, or the entity upon behalf of which the perso~ acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ~--------4__,__---~_____,...~~L ___ (Seal)
7 V
r· 0 0 C 2 0 9 )l,fJt\£,&f Q Q •1
•
Cenmllnion # 1112911
i Notary Public - Clllfvmla I I 1111 0ttoo County ..
i O C C C J'I i°rl -=• !1112!1&1

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 ________ and recorded on _______ , as Instrument No. ___ , 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: -----------
LENDER: ---------------
By: __________ _
Its: -------------
(ATTACH APPROPRIATE ACKNOWLEDGMENT)
Delta Shores Development Agreement - 43 -

FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
--------
CITY AGREEMENT NO. _______ _ DATE ADOPTED: _______ _

EXHIBIT A

LEGAL DESCRIPTION OF

LANDOWNER'S PROPERTY

SEE ATTACHED
NOTE: UPON RECORDATION OF FINAL MASTER PARCEL SUBDIVISION MAP, THIS

EXHIBIT A WILL BE REPLACED BY THE SAID MAP, WITHOUT NEED FOR AMENDMENT OF THIS AGREEMENT; PROVIDED, HOWEVER, IF THE FINAL

MAP IS RECORDED IN PHASES, ONLY THE PERTINENT PORTIONS OF THIS

EXHIBIT A WILL BE REPLACED BY THE FINAL MASTER PARCEL SUBDIVISION

MAP PHASES , AS APPROPRIATE, WITHOUT THE NEED FOR AMENDMENT OF THIS AGREEMENT.

Delta Shores Development Agreement - 44 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ______ _
CITY AGREEMENT NO. ______ _ DATE ADOPTED : ______ _
. . Oe~t>tfon.:
~- . . . .
• -+'.b~·bintt ~l!Yted to herein is.,si'~ted lti the $mte, of earrfortJia,-County (Jf'Sa~ra'tn.~rtto. tify of 1 •. ·atrtt' ~ d:e$-ctit»?tf ~$ ~ii"W$:: . ' ' . • ., ' ' ' • · PARCEL ONE:

A POffflON .OF. SECTIONS 11 ANO t2, tt;YhNSHIP. 7 ,-.ibRTH. '~AN$£ 4 eA$t, Mb9&M. MtJ~, PARTfCULARlY OE:SCRIBED AB f.QU.OWS;
BtGffiJMlNG AT A POINT ON THE EAST RlGHT QF WAY µNE -OF FRE~POR1" aoULEVARO, A$ s8owN ON TH.AT RECORD QF, SU_RVE.Y f1LED' FOR ~COP'~ J:N iHE' f:)fFlCE ·bF THg REC.ORO.ER OJ=' SA(}RAMEN"fO c,pumY lN $00R 38 OF SURVEYS AT PI\Gt 1.2, FRQM .WH,1CH POIN1 THE 'N!)RTI;EA$T CO~N~R OF $Alb SECTfON 11 SEAR$ NORTH lJ1ii4Sitl$1' w~sr·ts-7.55.FEEi' AND :.' · ·N'QF(T'H 07U07'53 .. EA.Sr 4210..93 FEST. $AU) PQ1Nt OF BEGJNNlN.$ BEtNG THE 'Most NORTij~ru_y :· .• -S001HWE$T O.oRNf=R OF .GJ\~!- DJ..fA SERVICES, _INC. :PROPEKfY AS OES.~~!BEO-tN SOOK 1:fo· . •·,. ·l'.14 UJ,..PAB',t'4-85'~ _pF.'FiClAL 'RtC.OROS. OF SAID cdt!NiY; rNEN.C;, FOU.,QWING· THE.BOUNOAR:Y ,:';':oF'·SAfD' s:r:1:~ P,ROP~~ NORTH 88"15'~" EAST 11:~ .. ,s FE;_tr:·1H~NCE S◊UtH 01'¼4~57'-' EkBT ,'. 8:5..2.1. tSET;. "fHENCE.! Nt:mffi S&itS-13
11 £;;AST 100 .ao FE!;f;. tH~NCt NOR'tH. 8:6'~0$~ot" eA.sf:42J)Z. • PEET;° tHeNCE NOR7H $8G.'f·$'2~1t EAS'T'St.aa F~; 1,HeJ:CE NOR!~ Gj~"- _l;,A$"(,t$$ ~lrt;~ ...

T!1ENCl; LE'AVJNC3. SA!U.P~Or>ERTY LIN_£;:, $0VTH. 19°4Bf4&' E/:.ST1S$.Jtf.'Ee'T;, 'fHEhfCEALON~;­ rHE SOUTHSRL y UNE OF Sh.IO _G,.T_J:·. PROPERTY A~ons SOUtHWESTfr.lL y P~OLONGA"tiON NOR-TH 7l6a7'45'.' _EAST 91't3$ FE;ET; Tt.k~CE LEAVING SMD ?R◊P~iY t,INE A.t..ONt;. 'fHS A~C bF A NON-.11.\NGEN'i ~055 .. ® FOOt RAtm.,s QURVE to THE: RfGH'f. SAJD G-V~VE $E1NG • siJfrtENO.ED-SY. A CHOFW, W.rHCB .1~EARS SOi.ffH 2ao:4-'tt3_11' EAST 612.50_ FEE'T; THENCE $.OUTH '' 62W(ii" W~S'r 667~4-FE$";. TBENOE SOUTH 7.Qb:11''14 .. WEST-5e~7Q FEE.1; tH~CE ALONG rHE . 'AAG OF A iANG~N:f,.1510.00.FOOt·~fUS CURV~ Tp TH.:.R1GH1\ $AID CURYrc j~NG. . . • .. • SU~'1ENOED B\' A c~o~ ~JHtCH.·B!ARS $~µfH 74~8·'45.ti"WpS'f.2:'16/T7-fE~ti~d'4CE; $0.V:f-H · • . r-~&1$~ W.E$T.567.1.1 FES'T;:i,HEN,CgJrt.1.0NG 11-1$.' ~ OF A-TANGar-f.-25.Q() FOOT-.RADIUSi, :. :_ • ' ::'·. ¢~Ve; T,Q:'~ 'Rl~HT/SAIO C.t),.?V~ Bi.:JNG StJ~ll:Npetr:aYA CHQFW'.WHICH SeARSi NORT-rf : _: $~d~ot>".WE:;Sf S~.9$ PEE:r; 1'~....N¢E·NOr.O"H. 1s0 1~•5a"W.E$T 13$.;76 .Fs-e.T;-'.fH:G!NCE N:OitfH · : . • n1:a5•zo.itWcS.f ?§2-.ZS Fl!tt;_rHE:NG£NO~iH. ~46~01) ~S"t 11 (U~!t fi-EEt;. 1"HSN,¢~.NOITTH. '.: . '1:2.~i-5:4/' tA$i 3$0.$5 FEE"t(fttENtJs· NORtH-0'2.0~.i_W6...¢-f 1Bf>A~S-t=E1:1; 'tHENCts, SOt)'tH • • _. ' t2.02.·ts4" WEST~ 380,mi-FEE'f; '"fHS.NCl;. NOP.TH Q2'i'4cy'2Q 11 . W2.St ~~.99 .. ~~ri'f:;, 1HENGS Nb~TH . ~-.:. '
O't"•t5106" WE:-ST 221..24 f.E~TO THE POfNT Of= J3·EGlWNfNG .. ,At.SQ OESC~taS) .A-$ PARC'~Ln:Of!" TrE CERTlf:ICA'TE 0~ CO.MPUAN.OE .RECORIJ~.O JUN.a 29., 1SB8, lN: SOOK ~B ,oe 481' PA~E. t5filt • ' ' . . . . . .

Delta Shores Development Agreement
CITY AGREEMENT NO.
- 45 -
FOR CITY CLERK USE ONL y
ORDINANCE NO.
------- DATE ADOPTED:

Revised: 1-5-09
------
------
lllf iI\1t'.;:~:~:-~~=j~~~;~i~~N:_.~:,s;;f)~
-t~}I\stir,:r :-:t. :; ; :f!X:~GP-i1ff ¥l :~O.MJ19 .9Sk\Al,4: ~.A.r PO:RTJON. OF" SECTJONS 1-1 ANP t~i "'rPWNsHit.ttr'.i:"'.· ":.:J;i;:f;-:,,,:
?~;if r;!,':Sf j~T•~,~~1~~1•;,~t•~,~
• ., •.-•• ,.,,_ .. i§.i~·,. • · 1/\inrAt:cERi'Aiif ~otsrfti-:ti'Ffao¥ii:'lcifo,·s LI,_ -·-;, ~~<.:~t~A$:. - ~, · - •••2·--, ),s•:,{(~:;ric :.' .. ' .. ¢f itClii\{ R~P®~/. •, ,q~lfa; :SAJo''rbt~'oF. :ig~lN'NJ°NAJ~$:ffeti~-· . ::ldl~~t.1?-f ; .... ' -:··••; t~-- j}\t:ii~t>-•. , APorw oN lHi: sot.mL~LY:aqv~oARY ·o;: ii-lAr c~ijTAJN o}sisA6~ tit4:e"t"bi;:-:-r:A . • • • , • ~RANTEP TQ THf;: COU1l:11Y OF iACRAMENTO BY fl'!;ED RECORPED lN TH.E 01:i=ICE o·F SAiD . R.ECO~DE."~ IN B901< 3200-0F OFFlb/ALRECOROS, PA$!; 1oe:THENC~ FROf'A'SAfO POfNTOF 8EC3Jl,JN/NG ALONG $AJD SOUTHERLY B-OUNPA~Y NORTH ssa54•3 i" -.EAST 53JS5 F~T; ·NOR.TH; 10~58'37" EAST 14~.6.4 FEt=:T; NORTH 78°42'47" EAST 100.00 FEET AND NORTH: 8-6°45'37" 0\$T

94.81.FE:ETJb THE M0$T SOUTHWESTER!,. Y .CORNEij -OF THAT CERTAIN TP.AC"f OF LAND • · ·· · · .DESCRIBED AS PARCEL.. NO, 2 GRAl'lTEb TO Tl-il; COUN1Y Or SACRAMENTO SYOEED RECORl)iEb 1N TH$ OFfl_CE-OF 1Ht Rf:COROl?R '!N BO!JK 3200 OF QFFIC1AL R'EC0ROS • .PAGE • .. ·-. • .. 102: iHEN.CE: AL.ONG THE SO~fiERl"f BOiJNDAAV Of $:AJD PARCei. NO. 2 .AND THE l~ASTERt Y- -·/··_ ;;~ •• ·, ... _: · ~f{0,;$C'rl0N TH$REOF,. NORTH 8'trS45'~7" E.As:t 4·r/i.7B i=EE't; THENCE Nb.RTH 78~1"3~7~ EAST ·~-~-:\ ., ._. ·_'. ·:. ·, f26.4~30 P.EET: THENCE SOUTH 11°4?10'1'EAST -W:0."02 F$E1"; "rHENCE SOU'l'H 43-0$~0" ~~T it\ ;:_;_·.,-·_;\gt,59 FEET; Tria,JCif$0UTHWE.STE~LY CURVJNG TO THE LETT bN AN A~C OF ZQ.00 FE~ ) :; \i ··•,:,.: '-:/ '.~JIJ.S -SP.ID ARC SEiNG SUBiEAfDED BY A !;liORDJ:3F=ARTNG. SO.lri't-f 3~"'13;.5011 WEST 2$.28 . • ' • • • • -tSET; iHENCl: sOJJTH ·11-~46'1:Q" EAST l,24.1'1 FEB"; THENCt:-CURVING TO iHE: 1.eFT ON .AN Mt} OF ao.oo FEtf RJ¼)lU$, $AID A~C B8NG· $U.!:fltNPSO SY A CHORD 1;3.EARlN~ SOUTH 24°42'45~·. ~$7' 13.4.:Z ·FEET; THENCE CURV.lNG TO THE RiGHT O.N AN'-A~<; OF -50.-QO. F$:T AAOJOS, SAft;) •. fti<C :$.El.NG SUSTEND~O: BY A CHOR-D SEAfllNG $bUTH 1-5"'42'15'' EA$T 37~1 FEET: iti~NCt SOUTH ae047'.ZO"' EAST 99.2$ FEIT; iHEJiCE SO.UTH·H"4f71.0"'~AST $'L53 F~ET TO A POINT 'ON THE NORiH LINE OF A 100.00 FOOT RIGHT OF WAY, RE.CORDED IN THE OFFICE-OF SAID KECOP.DER IN BOOK 525 OF DEE.OS, PAGE 37-4; TH:;!~C'E A!,.ONG SAID NORTH UNE SOUiH 72"07',22" Wt.ST 1423.07 rEcT; THENCE NORTH 17"52'40" \fl/SET .231.00 l=EET; THENCE CURVING TO· j.~ ,RJ(3,ITT ON AN ARC OF #OD.DO FEE'f PJI.DIUS, SA!D MC pEiNG $UST'!~NDED BY A CHORD SEA~lNG NORTH 16"5~15" WEST 1-~,.05 F-!t~, THi;NCE $O!JTH 7 4°0$'10~ W'E,ST 166.Sp FEEi; • _ . . . . : i'HENCE soutH 7Z"07'20" WEST 128.00 FE.ET; THENCf NORin 7S°24'2·5" w~~.rt 1.27.44-F~ET; • < ·. , .• ·. .::&'HE.N{:;,i; $.OVTH £;?°2:S"JJO" V~ST 60.8.7. f:"E~ 1; 'THENCE SOUTK 88°1$'00" ·'.J.V.l:;ST 67 ,68 FEET; . :, • • • ' 'f'rl'i;MCE SOUTH Soll0.i!'40" WS$142_.t;J,S F-fi~; THE,N(;j;: SOVTH .ea0l5'00." 'WEST 1 QD._OQ FEE1· ',:,::_,(-:: =: '. ,''n-1$NCE:: NORTH 0"1
6 -45-'.0Q"' WcST ~.5,2.1 _ F~µ; THS:NCE SOlff!-i. 8$0 15'.00" \IIJ;::;51 178.!:l;i Fm'·ro A ".· • • :--: :_ •• , • , P-01Ni' qN n-JE EASTaRLY !)NE OF FfiEz?ORT ~DULE.Y~.D; THENC.Ei Al.ONG SAID EASTt:~L:Y. •• • ./..1Nt: NQ(riH 012)45'.04-"·VVESTasr.OO FEET TO 1HE POJ!lfT QF BEGINNIN{;. • • At.SO ttxcJ;PtlN~ FROM SAID PARC!;/,., All {..AND-INCLUDED lff} FINAL. ORDER OF EMINENT OOMAlN, RECORDED JN OOOK 83 04 ,28, P.AGE· 1_097, Qf OfF!CLAi;. RE:CPRDS OF SAiD COU.N!Y .~NO MORE PARTJCl)LA.ftl y DESGRISED As PA.~CFJ. ':lqf;Q~'! ·n.:u:;:.t:;,::::J}.I Delta Shores Development Agreement Revised: 1-5-09
- 46 -

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _
ALS(i £Xd:P-f(NtS THEREFRGM:APORTJDN OF &.cnoNS 11,6.ND 12, TOWNSHJP 7 NQRTH, .P,ANGE 4 EASt MOS~M. MORE· PAITTJCU~J;RL;y bt:SCR;SED A$ l= OLLONS:

BEi$JNNlN$-lf:t ,A POJN"t ON.1HE EAST RIGHT.OF WAY UN.E OF i=R~EPQRT $Ql.,llpVARO A_f$ SHOWN :ON THAT ~ -coro:()F SURVEY .f{L!;O FOR RE
1 CORD lN THE OFF1CE OF,THS RECOROSrt
: OF SACR,4MENTO CQµNTY, iN SOOK 3~ OF SURVEY$ AT PAGE 12r FROM Wrf,lCH P:<;.>ffr,ff rut· • .... ,. :.; • ·wo~THEAST CORN.~llOF-:SAJO SECTION i 1 13&.RS NQRTH-fi1ti45:'0.6" .WEu:tt SS7 .55. FeET AN.o;:- : _:­ /:J~o;ml 07°0t$$" EAST-4270.93 FEE.T; SAID ro.JN'f OF aEGtNNlN<:rB.ElNG Tt{E MOST'f,JORTHe'ALYi "'. SOUtijWESY•COBNSij: Qf G:t J;~·pATA SERVlGES,,JNG. ?.~OPE~fY· A~ DiE-SCtna.Eti _IN' SOOf<,~tit',{i . ·04, Q7. P.Jl,GE 485, OFf:JClAL RECORDS QF SAID. COUNTY; 'fHENCI; FQU .. OWJhlS ".THE B.OUNo~r \, ' : OF $AU)'$. T.£ PROPERTY NO'FffH.· 88°1&2~" EA$T 1,s.1s S:t-ET;-THENCE;, $.0:1.Jl'fl-t0.1°44.!37.lf EASt ~- • • as~-1 f:EET;THf:NCE NOkiH $8°1§
1 2$"-EAST 100.-00 F.EET;_'THENCE NORTH {36;:Qs~q~" EA5.:-(,f2i,g.,:·· • . F~J;"(; T.HtNCf:; NORTH aa~15~" EAST ij7.68 FEET;_THENCS.NORJ'H caazsza'· tA:ST .4-.85 FEET;:_:~}.'·_· THENCE lEAVJNG SAID PROPERTY UNE, SQViH t9°48'46" ~iisST i~B .. '1B: J=~ET;. THENC!= ALONG•;'/ - '1HE°SOUTHEfaY UN!= OF SAID c;'..T:E. P~OPER1Y AND IT$ SQUTHWESTE~ Y P'ROJ,.ON.GA!ION /' < · .NORTH 7Z10?~p"' EAST 911 ~33 F!Si;r; THENCE LEAVJNG $MP PROP~'f~TY LJ~E; ALONG.THE· ARCf '. <"oFA NOW..7ANGEN7"6055.00' FOOT RAO.ius. CllRVE· TOTHE RlGHT1 SAID Ck,JRVi::;: BEING <:t,,;:.': ' .:.-·su~f-ENDEO' BYA cHb~O wH1CJ;, Bi;AA~ SO!JTH2{)(t42'.31" EAST 612:56i FEEn THENCE SOUfk:{f · -~;:;oo•rir WE'ST 667.1.4 Fert; "Tf.'IEN:CE SOUTH 1bii11'1'4'." \&EST $~~ 76' Fl::ET; T~NCE J¼.ONG tfiS:]~\-. ·· .,AAt o~ A rMistNT 1sio .. oo teen Mo.Ms e.uRVS to 'THE R1<arrr. SAJD CURVE BE Ne . • :~\f~/ ;:
i},§i.lsttNDEfi ~Y-A CHORP W'rlt.QJ, . .BEAAS SOUTH 1'4°00~4S' WEST 2l6-77 f'~ET; THENCE- sottf}-'.ft':: ,_.::ta-~bs·1 & w~sr ~1a, t1 P.Eer~ THEN di; ALON~ tae: ,AAc oF-A r~~ENt. 29~00 Foor -~i , . • ·'. -:;_::,:\:i;i : ¢UR.Vt T01& RIGITT, SAfD CURVE BEING :Si;'Jfff~NDE .O BY A :CHORQ WHICH: BEARS N' R'f'f!J ;,~/,,~-;-~ '.'59c/06f.50"'W~$Ti 33.96.f:e.~; T'rl:l;NCE NORTH 16°1'9'56P -WEST, 138.76 f=EET;·THSNCE NO l1-{: ;:;\'::,'..·{.'. : . . "' ~:·••.'.· ,,'· 11 c.'35'.20' .WEST 25~.38 FE.ii.1; THENCE NORTH p20-4s-,20~ WE:ST 110 .. 69 FEET; T~NCE NORTH 7'n7'64" ~AS7 J8D •. S;> FEET; THENe~ NO~TH 02f'46'.20" W1;ST 1a9_.s8 PE;E'r; 7HENC.E SOUTH 7~~7'54" WE?T 3~0.65 fE~~ THE;N.C.~ NOF!TH 02°46'2..0b WEST 206 .. 9,9.FEITT;THE.N.CE NORTH Ot~S'OB"·WES".'f,.22~.24 FEET_TO TJiE.-Pl';)INT OF $EG1NNJ~S. ALSO DESCRJBED AS PAACEL ~9,n QF THE ce~TJ~GAT:E OF COMPUANO.E ~ECORDBO JUN~. 29, 1aae, U•i BOOK aa 06 ~s. PAGE _uma. · · tf. • i-:~.~~ tXC~PrlNCii T~~FRQM SAiD .P~R-Ca Ail-T.--JAT PORTION CONVEYED TO G, T.-E. DATA i·:' ;! ~~VlC~$ INCORP0RA1tD. _ fN_.oasn. DATEOJUNE .a, '1988 ANO'RECORDED JUNE'28 19.88 JN • '.BOOK 13806 29-. :PAGE t{;72~ Qf.FlC!Al RECD.RDS. • • .. • ... - ' • APN: ns-,0010~001_. tw:0010--0.02.· 1-1~-~10-.opa, 11$--0010-sQ0-4., ns-001-0.eos.s 11s .. 001-o-u.us~ 11S-Q01~007, 'l'f9i}010:-008, 1'1$~Q01:Q.-098,.11S.-001tl-011., 11.9--0010-01.2 :11°.SH)010--0i3 . _. i 1.~P0.1-0-0i5, 1i~010-0~, i·19--001~D. 119;.0~1Qi-04J~ 11ff;OQ·10-,04~: 11.S-001Q--043~ 11· $..001 0-044, 1,1 $,,0010...0, s, 1'1s-0010--046, 11s-0010,-04,1, 110-0010-rua. , . ·1s-oo 1 -0-0
4 .
9 119--0~0--051,. 1-19-0010-052, 11S-0010--05S
1 Delta Shores Development Agreement
CITY AGREEMENT NO.
- 47 -
FOR CITY CLERK USE ONL y
ORDINANCE NO.
-------- DATE ADOPTED :

Revised: 1-5-09
--------
--------
. PA.Rb.a THR!cE.:
. Al.L THAT PORTION OF" $WAMP I.ANO SURVEY NOS. B.6-, 148 .ANP. 174 aSNG A PORTION OP •. SECilOflJ° 13 ANO 14. TOWNSHIP.1 NORTH, RANGE 4 E,ASi, AND $_fiCt~QN Hl, TCWNSHiP 7 .:.·;_"N~ P.ANGE.5 .EA$if, MDB&M, DESG~$ED AS PO!.,i.OW,S:
• • ~ I \ • ' ' • '
:f -~~tN~1Ns.ATA :po.iN't ON THE <}~RU~ oP rn;EP-OITT ROAD_1. FROM WH1.CH sotrtmil:$.! .-.: .' _ ·.' ·co~NER OF 1r~,Et-PORT AORES",.CTH~ OFAClAL-P.V,T-Of WHICH .JSREC08-P9' JN TH,E; (>FFIC;S/ :· •• oF·1i-f!i. RECORPE.lH)t:SAGRA.Nl$t.lf-0 .. COUNT¥. lNSOQK 15 OF MAP$.,JJlAP N0";2n)-'BEAi1iS.·:.·:,;,:_'.:~/ \ .­ NORTH J$0"Q1~ct WEsr 1.~41,1,i ~ AL(.)NG .S~lD, C..EtfFER UNt ANJ) NDBTA .76030'40" E;ASt:; -· ·i--: :"; . ;,:, . 2i .. 01 F-&.1 TO THE SOUTHWEST CO~NE;_R: OF SAID ~~?ORT ACBES"~ SAA) POfNT OF • • • • • • • BEG.INN.ING BEING THE WESTERLY TE,Rr~tNUS OF TH~ COURSE. O~IGNATEO->tNO.RiH 1S~!f · EASr 39.71 CHAiNS" 1N THE. DESCRiP11QN Of THE. LINE PIVl:OJNS THE. NO~TM ON~·~ ANO THE SOUTH ONE HALF OF THE "D.R. HUNT P.ANCH
1 ', AS SAfD LINE IS SPECJFfCALl V DESCRiSEO •
n,-i :.4ND. ESiASi..lSHED .EY T!iE TWO DEEP$, EXCHANGED EH~'JWEl=N MARKT,. HUNT ANO F~k L. HUNT, P.ATED pECEMBi;B 21_, 190'.1, Rl;COf<DED DECEMBER ~4. 190·1 1N aooK 1 as OF DEEDS,, PAGES 396 ANP: ,3€17; THENCE .FROM SAID PO.INT .Q.F gfQlNNfNG ALONG A F!;:Nce UNE .

MAAAiNG T1'e DWISiON.l.JNE Of SAtO "D.R. lilJil,r;:· P-.ANGfl", THE FOLLOWING f.O.liRCO.l'.J~'SbS. · ·-.l\N1J01$1ANCES: NORTH 78Q.4i~o·'.e.Ast 25$2.0S·FEET; THEN'GE NQ~TH seij47'40" /::AST 1217.;J;6 <; .·r-:ger; tfiENOt NOffiH 84°501_1.9" EAST'17U9,0S_.F~Ei TO A·PC)INT IN A FI:NC.E UNE M:ARKJNG_ttft • _;_ tltve,COMMONTOS'A-,DSECTIONS 1;3AN,0 r8ff'IDM.WH:JC.HPOfNTAP:.ENCl!'CORNE~·MAR'KlNG . • ! · TB!t 'NORTHE:Rl Y ¢0RM;R. COt,4MON TO St;:CTJON$13 AND 1·8 'BEAR$ :NORTH 02603~0~ wt::sr.:, •. ·,:.. · · • • '!$95;:2~· i;::esr: TH~NC~ CONTINUING ALON<; T:HE ff:NO~ UN~ .MARRlNG ·sA1b· PiVJSfON LlNEO.#·:,,, , .. : .. rttf.: "D.ft HUNT RANCH". NOf{TH .94t150'1,9" EA$1 i'S/i$;08 !FSET 'tO A ,FENCf! CO~N~~; iHENrit :t/':" :_.:. . : . , ..

AiJJ~G A ;.::~¢.E: t.fN'E MAAKJNB 'fHI: EAS1 UNE Of SAitl 0 D.ft HdNr -RAN.OH''. ANDAtON~ · tMe>: :- , .:: •
WEST t,.lNE OF THE .EAST O.NI:', HAL:F OF TH€: W:ESJ QNE HAl;.F Of $All~ $ECtlON_ U3. $01JTH_.:. ,:-:·' •. •• :' · •• • • • 01°11'10" EAST 1-071 :6? FS!?T TO TH$ $Q1JTHWg-sr CORN!::R OF THE SOO'T1-l!$~$.r ONE ·,; : .•. · •• QUARTER Of 1-HE: N~TH'!NEST -ONE Ql,IARiER OF SAfD,:SE.CilON 18, .SAliJ POll\rt ,$$NGAf:s0 '. • • rttE -NOFffHEASTi;QRNE'ROFSAfDSWAMP!.ANP SUR\/fY NO~ "1?'4; THENC~ALONGA fiENt:f1t;_.-:_ •• .. UNtWEST iliS4 Ff~t-;)1,E~QE AL<?NG iHE' R~AINS i;)F At=:~NCE 1..JNE SOl)l'rtQa<'28'1:C:l" EAS'T: · ·, r., ,; • .-12ati;1$,'Jia;T:ro'rH!!.REiii'IP.iNS OF.A f'.ENCE-CQ~NeR;'tH~NCE ALON.G TH$;REMA!NS. or- A>·P ·_. • . . . . . ;\;}¢P~¢W~!~~~~i=;;iTH:~,-r.i:~~~w:::.~~nN~:::J:~!, • :)•:::~}_;;-/;~)\/~· :
':,.··.too(vtMO.N .TO-'.:SAft:r~.Of'JS 13 Af\11:).' l8 NOm-Hp~a'.2()" WE$T. $4~ .4'.,F~;;f.TC]. A !=£:·N: ''.· ~?Vt:: ?', • 'i ia~s~=s~==1!f1 •:11i1;':

WE:S'(~$&.94 FEt:r;; rBENOE t:oNtlNUING AtdNS;SAli> FEl\t{:,E. LfMi;, LEAViNG. THE.BOU"' _ . ii\);::i-),C::, . OF.SAiD SWAMP LAND SUFM;?Y N.O 14$ 1:JOITT1·f 10°57"'1-0" WEST 15-8 25-fa:rr, to A E!igf' • ;;:;N'l :,{t-6.'J> ~ 111~NcE ALONG A FENCi UN&:: 76~'50' WES? 2123.s FE!triOA •• N~, ~iit£[f ~j Delta Shores Development Agreement
CITY AGREEMENT NO.
- 48 -
FOR CITY CLERK USE ONL y
ORDINANCE NO.
------- DATE ADOPTED:

Revised: 1-5-09
------
------
• coRrqER;TH~NCE NQm-H 13°27'.20"WE$T29B .. 03 FEET TO A 11/2 INCH lRON l='lPE STAMP~ R.E~ 2675·MARt<lN$ THE SOUTHEAST CORNER Of TH!; FRE$PORT SCHOOh Dl$TR1CT: THENCE CPITTlNUlNG NORT.H: ·13"27'2Qa WEST 291.~7 F.Ef;T FROM THE EAST·aol}.NDAR.Y OF SAID. : :_ • SCHOOL ,OJST:RiCT P'ROf?ERTY TP A SfMfLAR JRON Pf PE MONUMENT; THENCE Al.ONG THE :: ... · .. : .• .. NOm;iE~Y BOUND.ARY OF SNO SCHOOL OIST~_ICT PROPitRTV~ B.OU!f17S°32'4(}~ WEST 299.36. :'-,. • ··;-. • . : t:1::£:T TO A 1 fNCH :tRON STAKE'-Sl;T TQ MARK THE ·EAST LtNE OF SND FREE'PO'ITT. ~OAO; ·; •. •• 'THENCE tQ.NT!NUt:N~ SOIJfH 76.ll,82i40" WEST20.64 .!=£ET TO A PQI~ i1'1THE .C'ENTEB: LINE. OF • ·sAJb FREEPORT ROAb; T.HENGEALON$ SAiD CI:NTER-UNE NORTH i'Sn.2.7'20'' WJ;Sl 1$1.6.~ . ·.: : • f=FEtn"TO THE POiti.JT OF aiGINNING.

EXCEPTING THE'.REFROM .AU THATPROPfRTY -SHOWN JN THE 'F'iNA!.-ORbi!!R OF EMlNEN't P.OMA!N FtLEO APRIL ~t 198$, tN $LJPfiF#OR CQLJR'T, CO!,JNT'Y 'OF SACRAMENTO. CASE NO. 22226f3 {CONSOUDATED WITH AC1fON NOS~ ?:")22&7 ANO 222674~;. -RECORD.f;P APRI.L 2.a. 1983. IN'.

BOOK B;3 :().4 28, PAGE 10:S2. OFF1C1AL RECORDS •. '\NO AMENDED IN BOOK 83 07 08,. PAi3;: 143.1. 'OFFtetAL RE.CORDS.

ALSO EXCE?TIN~ Tt.{f;REFROM AU,. LEGAL G.~$ RIGHTS bF WAY 50.0 FEETBf;.NEAT-H .. THE -/ •. . . SURFACE OF SA)P LANO·SU$JECt TO THE CON.Dlf:JDN THAT .GRANTOR, CANNOT ENTER UP.ON >>>. /:. 'SUBJi;CT P~OPS'FrTY FOR .bRIL.l..JN$ P!JR?OS~S OR F·OR ANY PU,RPOSes CQNNECTtO Wl'TH !>:i\i,tD<PL.ORiNi;; OR DEV;LONl'>!G 'S».f_D·MJNE'RAt. RIGHTS;_ A$, RE:S~RVE;P !N THE:. OEEb EXEC.l.frEb , • _,_. "~! .:'i$Y Hfi:-._RRY M. TONKtN ANO OAL TON G. f.ELDSTE'.IN •. AS ·)"RU$"f~ES 0.F THE;'FREEPQ~T • • ·::_ ;_ '_·.:4fOUlOATING:TRUS'f, RE:COfmS) JUNE2g, 1$84, rN·_sooK 84 06 29. ?AG~ 1677, OfflClA!. . .. ·.·'·RECORDS. •
•• ·,/11..SO EXC-2PTlNG .. T-HtB:tt-ROM.Thi; J!OLLOWH\J~ PA..RGEL OF LAND; . : ~ . . . .: , .. , . ·- . . ' . .:

ALL THAT CERTAIN REALPROP.-EITTY situATE IJ\J.SECT!Ot-{13: T.1. k;~;-.irE.,'MDS&M.:Att-/D , SECtlON 1 t T. 7 N.. R 6 E .• MDB.&M, SAfD REAL PROPERTY BE.ING A PORTlON OF tHE: LAfjpS • St-iPWN ON THE RE¢ORO QF S-L!RVEY F.J/..ED IN THE, OFF¾CE OF 'fHE SACP.AMENTO Cbl)NTY RECORDER ON AU$~ST.2$, ·rne3, JN.B.POK-38 OF .SURV~YS AT PAGE 12: SA!P REAL P'ROP6Ri'Y B;;lfli.G MORE PARTICULARLY DESCRJBED .AS FOLLOWS: •
' .
. ·sEGiNNlNG AT THE;' SOtftHEAsrERL y CORNE-~ Qt-' T~_-lANP $BOWN ON SAID ffi;COF:D OF .SUR\IEV; ThlENce ALONG 1HE; G£t-!8AAl SOUTE:-if;:Rf.,,V /_JN·c''tHER!::QF TH~ :FOLLOWlNS • '. ,', • -.;
-'". '..; ·coUR:355: SOUTH 8~'h'6'58".V\YES.T 141'4.?flFEET:1 NOf'frH.Ob44'H" WES'nW$.tj7 i=Eg'f_AND ' . • ·., ,: · SOU:'7H SQOQ9'23" W~ii1('Wo· FEET TC/;. PO.fN1'·1'1-fEREQN; TH~NCf LEAVING. SAID UME MOM .- . • .A TANGENT THAT BEARS .NORTH 69°25\:IB" USi At.ON$ THE ARC OF A CUR.VE 10 THE lEFT - • . • HAVfNG A RADrUS-OF i430.00. rm. Af\!.D C~NJRAf,. ANGU! O}= 2$'°19!4ir' AN ARC PISTANOS OF _. ... • :: • ss2, 14· FEET; '11-1:EN(;ji: TAN,~~Nf TO THE P.R~CED.tNG ·CURVE N.ORTH 44~0~'58" tAST $S3i-4 • . • . F:E::51"; THENCE-1ANGENT TO THE PR&CEtltNG .¢QVR$i$ .ALONG 'THE ARC OF A C:URVETO THE ....

RIGHT HAV1NG A RAD)l.J$ OF 4070.00 FE:ET' AND A CENTRAL ANGl!E OF 21-049'40"~ AN ARC.. · DfSTANCE OF 1550.64 FEET TO A POJN:r ON THE GENERAL EASTf:?RLY-LlNE OF TH.ELANDS ...

SHOWN,ON SAID REGO.RD OF SUf,WEY; TH~NCE ALONG SAip LINE THE FOl.LOWJNCiCOURSES:.

SOUTH 0°011!?3'' WEST e~.01) FEET, NORTH aac.40157'' WEST 42.54 FE-ET AND SOUTH 5"09'07". l::A'Si 1289.34 Pr;ET tO'THE; POINT bF B.E/31NN1NG.

Delta Shores Development Agreement
CITY AGREEMENT NO.
- 49 -

FOR CITY CLERK USE ONLY
ORDINANCE NO.
-------- DATE ADOPTED:

Revised: 1-5-09
--------
--------
·: PAR:¢aJ:;.Q(1R:, · • • - . :·, :.j:,:/f f:,:;./'d.;, \ ·:· ·."< • ~ ,_>_:· : · · - ... · • .. . Of !..ANO l YtN(HN A POITT:fOhf OF 'SECT,!ONS 1.3 AN~ 1-4, "td~f@IFt>t>:ii:, ' :Akl_ 1H,A.1 c~tAlN ~~~T; \:-MO):.. i=tl>·.M:. ;ii P.tb .,,.; Jr PORTION OF ·SECrlON is. tOWNSJilP 7 NO~lH;?}/)t)t~:~gt - NORffl ~ANGE .c1 ~· • "'Ill< ·, "'"" ,,., ~ :I'-." 0-· ws · 0 • , . .. . .,.,,. • .1.
"AAMGe-'t{EAST, ·MOS~.M. MORE PAATl.~LARL y oesqRfB~O AS r()LL ' • . • ; .- . '?[(\);.>~? . ·• • · ' p~NT TH!; SOlJTHCRL y UNE OF LOT 1 O'f '"F~g?OR1: ACRES", .~s SA~P.'.~ ' •• 'iJ};. ·: ;:!/\i ae~it-!N1~~-ATA . .: ESJGNATro ootHAT ceRTAiN MAP oF "FREEPORT Ac~es"; REG.~ .. :. . :.,~_\:<,1i{ tss_HOWNAfID09£)r~-c.·o·· ulh·i",V RE-r_ ·-o·· R·.--:= OF SA. ch -.. . •.•eNTo coum-v MAY 1.9, 1.915, t . • ....... "·", .. ·-i- ., • tN1HE oFFJCE; r · r-c •. . l''ll t •"" ~i;:," • l""-t-'l>lli'l • • , • • · .,, .. • • • • 1S. OF MAP$, fiMP NO. 20 FROM WHfqH Pi;)JNT'THE $.OtlTHWEST CORNER Of' THE AtbRESAID • .t07 1. SEARS sot.trH rr~sr;ri WEST 370.JO F&:, PtST.ANT: SAJO POlNT OF SE·GiNNtNG .8-EING · · .F-1).Rn.t~ 01:;$QR!$E.P AS. THE MOST N:ORTH.eR!,. V CORNi=~-OFTHAi Cerr.A!N TRACT -Ol= \ANO NQW OR .FORMERL ¥ OWNED 8-Y-ANNA F_. A'ZE\ll;DO; THE;NCE FROM $AID PPlNT OF BEG1NNlNJ3-; AJJ')NG. THE .S.◊UTHE.Rl Y ANQ EA.STERL. Y BOONOARY OF THF· AfQRl:SA)O ,,FREEPPRT AC~S", TH£ FOLLO!NlMG 7HR.1;3E COURSf:S: (1) NORTH 7(052~?0" eAST io36.4$·F.E'ET (2) NORTH 8.fJ:01.3• • OB." f:AST 3·3f2.61 FEET {3} NORTH'~8~0Q"WEST 4$0:71 FEE'f TO TH~·co~.ER COJ\/iMON'To­ SECTJONS 12 A~D '1~. TOWNSHIP 7 NORTH, RANGE4 ~T Atm, SECTION 7 AND 18·, TOVVNSHJP 7 NORTH, RANGl; 5 EAST~ MOB&M, THENCE. ALONG TH~ Uli1E COMMON ro J.FORESAJO secrtoNs 7.AND 1B. NORTH 8$030'01?" EAS'lA DISTANCE OF '1387.54 FE:ET 110 A FENCE cDRNER MARKING ·rHE NO.RTMWEST CO.RNER Qr THE EAST 1/2 OF THE. NORTHWEST 1/4 OF.

SAiD SECTION 1~, A$ otS.CRJBED l~fTHE OE&> FRQ.M FAUS.TINO Sll.,VAAND MARY J~ SlLVA TO b»AA.LES ~;· BROWN, Et AL. ,DATED MAY 23, ·1$55, f$CORDE.D JUNE 9., 1955, f'N faOQK 2~51 bF •.• ,oi=ftCfAL RECORDS. PAGE'.248; THijNCf; ALONG A FENCE UN:E 1v1ARK4N~ THE W~$T UN'E OF . 1Jfl:.1:A$t 1~ p'F .SAlO NOR1"HWEST 1/4.AS 0.ESCR!SEO tN $A1D P:f:ED. $GUTH 00~05'30 ... EAST A .' .. 01$.TANC.Ei OF 1569 .. ~S· Fl:'E'.fTOT'HE E'ASTERLYE;XTP,iE.MTTYOFTHATCERTA,'lN' O!VJ$.fQN LJNE .•Of:. ittl.Jt HtJMTf{ANCW. ASS~.DJV($J'ON UNE WAS ~.STN.BUSHED BY THAT C~_RiAIN ·. SOUNt)ARY UN.E AGRE$MliNT SETWEEN ESTHERV~ FffzGERALP ~ND OTHER'S. DATED JUNi2 i6-•. t$55. ~~OORO~ JUNE :2i, '19~, IN :BOOK 28$4 OF OFFJGIP,d.. Ri,:COHOS, PAGE ~24~ • SACAA~~O COUNTY ~C.ORt'>$,$A)O Dl\i':SlON L_!N;; MAKKf_~g ON THE.~ROU~P, AS SHO\iVt{ . ON THAT C.EfO"A!N .~'P ENTITlE:D ".RECORD OF SURVEY Of ·SJW':.J,JP LAND SURVEYS NOS,. 14B • ~\lb 174, S.ACRAM-f;N.TU COUNTY SURVEYS LO¢A1ED. lN &f;CTIQNS 'i3 ANP 14:~ TOWNSH!P ·1 NOFtfH. ~GE 4 EAST. AND S.'ru;;T{ON 18, TDWN$HIP 7 NO.RrH, RANGE5 EAST~ MD,M''. • ·Kii;GORDE'O.f,lJJ(iUS.l 7, _1958, lN BOOK 1;3' Of SiJRVEY'S, MAP J\;tO. 37" $ACRAM$iJTO ·ooU.NTY ~COR!JS; THENCE. ALONG. SAIO. OiVl"SfON LINE THE FoLl;.OWlNG THREE COUFtSES; f1} SOUTH 8'5:$7'25" ,AJEST 3-015.23.FE~. (2)~{)UTH a~:~•40" WESJ 1..2.1,a·o.o-F~"'1'=. (3) $.QU'fH 79~4.9•itr • 'WEST_ 25~~?-'2 ,f.e"t; f 7:0 'THE C~TER LINE Of ~RE.EP(?'~T. ~AD ~o CAL.l~Oi THENQE~L<;}NG· ...

S.!VO. (;;ENn:R t,JNE, N.OR"fH 12~1~'00" WE;ST A DJSTANOE O_F 220Jl~ F-E;IT, THt:NCE. LEA VJNG • - SA!~ C~!TERliNi;:,~OR!fi 77~4:tQ(r_~T 3$;?.50 t=';?iET ALONG.THE SOUTr,f:UN!;; OF _PRO:PER'tY ~./NE'.o. BY wiu.JAM t;;AVL~ANO VIRGJNIA GAVtA, ~IS WIF-E. TP. THE SOVTHEAST CORNER -·rHEREOF.; Tr}EN.C11 NORTH 12°1.f?.'O~ WF.S137.50 Pa:-r JO TB!;; MOSi i=ASTERi. Y CORNER OF ·rHAl' c·ER1AtN TRACT OF LAtilD NOW OR f',Qf?MER1,.'Y'OWNED·$Y MARY G. lvt~CHA,PO; TH~NCP ALQN-G TH~ EASWRLY'AND. N.bRTfif:P.1.. Y '30UNDARY OF SAib Ll.\NDS QF MACHADO "fH~ • - FOLLOWiNG.iWO COURSE:$; (1j NORTH 1'.2"1$'.~0"'VVEST i'B7.50.FE~; {2) SOUTH 77Jl4ZOO" wes1:·.

Delta Shores Development Agreement
CITY AGREEMENT NO.
- 50 -
FOR CITY CLERK USE ONL y
ORDINANCE NO.
-------- DATE ADOPTED:

Revised: 1-5-09
--------
--------

3.52 50 F'EETTO 1-H.E CEMTE;R LINE OF THE Af ORESAiP PRE,.2POR1' ·ROAD~ THENCE ALONG THE CENTER UNE .NOf?.TH 12°1a·Qo~ wEst A 01s1 ANCE OF 34.5.S FEET. THENce: ALONG T'nE • • • • • SOUTHER.i. V AND ~ERL Y 41~~$ OF THAT CERTAJN TP.AGT Qf LANO DE$CRiBED IN THE .

OECPJit OUl~fNG TITU; EN"f~ED JN AN ACTION IN TliE SUPERIOR OO!JRT Of. IH.E!'.STA'ti! 01 CAUFORNIA JN ANP FOR THE COUNTY b.F S.t\CAAMENTO, IN AN ACTION :gNTJTL,'l:;D~ JOHN . • • SOlJ'ZA. JR.. A.NO M~ SOUZA, HJS Wil='c:, PlAINTlF ,l=S:-Vs, _RAY ORTON HUNT AND MYRTLE ~.,:m sHoWU:R, musra:s UNDER iRU~T AGREEMf=NT,, RECORO'EO }N BOOK 1$41A OF Oi=RC~J.. RECOROS.-P~~E 161,. ANO OTI1~S, OEFENO~S, A CERTlFIED COP'( Of- WH1¢H • . ; : WAS. R!;:CORDtb IN'THE OFFiC~ OF THE <:tOUWiY R~CQR:p.ER OF SACRAMENTO' COUNTY ON :· , \i • F-EERiJAf'<Y. 14, 19$0, IN.S.O.Ok 117i OF .OFFICIAi,.. RE¢bROS. AT PAG$ 70, THE FOLLOWING TW~Y· • • •. touRSe.S: {1} NORTHrr,4~!001•w11a1.-!so .FeE1: t2)NORTH12°1s·w.we.s134.S.10 FEETrciA · :
t.· ;. POINT rN ~ _'SO.tnJi-Ei=tLY l.lNE' GF ~i'CE~TAlN TRAcT or= .t:.AN.P·bESCRlBEO !N OE=P TO . ·.,: :· . • . ._' • JOScPH l..SAL A,NI). Rl=COROEO JN SQOK ,;a 1 Of DEEP.$~ PA$E a32, SAGRJ.\MENTO COUNW. : ,.'. '.' '. ·-,. ; ·: ,;, ; fiECOPD.$; '1};1.l:NCE.AL'ON.G Tf.f£ S,OV,r.nERL Y ANO EASTEAL Y LtNE Ct SAib: LANO OF SAU) · • • :: \. • · ··:. . :i !..EA!,, iHE FWOW1t1$ ~o~ou~~ts:: t1) ·oo~~rn:71~:2·00".M.-ST1.~:oo FEftr; £2) NOfttH 1~t}!/??.:::;:

1.2~,a•oo" W~ST 75.0,0 FEET.. MORE.(?,~ :(..E$.S, 1:.01.HE MOSf ~TE!RL Y -CO~.NER OF THAi' .. /~;:•/;, :: ;7',.:
c·EF<1AfN mNJf OF LANO. DESyRfBEO IN D~EO TO KAORU 'GOTc;>W ANO P..;:QORP~D IN ,sooJ-t\ /:. ·, :· ~-.'.· . 1'603 OF Of.FlCfAU~~COP.OS, PAGE 199, SACRMlfENTO COUNTY R!::GORO$; TH~C.E ALONG.l~/ ;;_: . • •.• , .. \ .. 1HE.EA$TERL y U.NiE OF SAm G01-0W, NO.RTH 11.01s·oo.· WEST A D'f$TANCE OF 134.-67 ,f.EI:;T tt5t<· / ·.: \ 'frtE· solfri.-µ:_p,stl;Rt Y CO~NEf{ Of THE.AF-ORE$-AlD LAf;JDS OF ANNA F. PZEVEOO; THENCE~•?·:.·~· . .-._- ·.-. • , •• ALONG THE.EAST~L Y UNf: OF $,Am LANDS .Of $AID AZ.EVEDO, NbRTH tW>ft40" WES, A • }i"· . • .' •• ; •• blSTA#CIFOF 2;1.tl;l P~ET TO 1tfE POJNTOF BEGINNIN:G. ~ ... \ . _} Delta Shores Development Agreement - 51 -
Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. _______ _
CITY AGREEMENT NO. _______ _ DATE ADOPTED:. _______ _
EXCEPTfNG THE·R~ROM ALL OfL. GAS ft.ND MJNERALS. ·BELOW A DEPTH OF 10() F.EET ,SELOW THE $URrACE OF ·rr1e· ft.BOVE DES.CR/BSD PROPl;Rn' EXCEP1ED lN 9uiT~LAfM OE.ED PATED· JANW.RY 19, 1960,. RECORDED JANIJAf{Y 20, 1sao, IN E,JOOK 3~0 OF OFF!CfAb RECO'ROS, PA$E $81. EXEClJf~ BY lES"iER C. HUNZ ANO MAR.Ti1A:HUI\IT, H)·S W!FE, TOCA!.ft=ORN.JA,P.AOff.ic rrrtE COMPANY. SACRAtv.U:NTO DIWS!ON, A CORPORATION. AMO MOPfrlJiO .BY O~EP PATED FEBRUARY 15. 1960.., RECORDE-0 MAP.CH' 25. 19601 ."f!.J BQOK.4024 QF·OF,flCW;. RECO-RDS, PAGE S39, O(EC!JTED BY SAID P.AR'rfES, MID.AS CONVEY!eb: BY D~Eb PATED MAfi.CH HJ, t~8Q1 . RECORDED MARCH .25, tS60, IN BOOK 4024 OF OFflCJAL .RECOROS .. PAGE Mo, ©.<EClJlED ~ .. :CAUFORN1A P.AClPJC t~ COMPANY, SAC.AAMENTO 0N!SlO~. A CORPOAA7t-i:ON TO !.ESTER .··G. HUNT AND MARTHA 2 HUITT, HlS WJFE. AS· JOINT TENANTS . • At.Sb EXCEE:il".lNG ttit:REFROM P~f{Ctt •A", A-SSH.OWN .ON THf= PAACa. MAP EN'fl1l.E!J ' • "'Pb,r<TION OF $ECTIQNS 13 ANO. 1.i:1. t. 7- N •• ~- 4 ·e:., MOM".. fU .. ED JN TH(£ SAC.RAMa!TO COJJNTY 'RBCOPJJ!=RS OFFICE ON QCf-0$.eR 1, 1982,. 'IN' $001< 73· 0f PARCEL .MAP~. MA)'.ir MO. s. AS • CONVEYED BY CORPORATIDN ,$R..!\NT DE.ED FROM l\!OS$ lANo COMPAN'Y. A CALii=.ORWiA CORPOAATION, T0_TH0M.-'\S ,MACMl!.LIAN, ET AL, RECORDED OGTOBER ·1~ 1982, J'N BOOK 82 1 (J ·01. PA(JE 1587, OF OFflCIAl RECORDS.

ALSC ,EXG2PTING THEREFROM P.LL THAT PROPERTf SHOWN tN THE F1NAL OROE:R OF EMINENT OOM~IN, F# .. ED APRIL 21, 1ses. 1N SUPERIOR COURT. COUNTY OF SACR.t\MENTO, CASE NO,.~2tn4 ((,;ON$OUDATEO WITH ACTION Nos. 2">7 267 ANO 222266), RECORDED APRIL -:28, 1s:E:3, 'lN ·$00K 83 04 ~. PAGE 1088, OFFICt,t..L ~ECORl.)S, • AP.J-.J;- 119-~0l~(J:.()24, 1_19~01~0.-02~ ANO 1'19--0~001 Delta Shores Development Agreement
CITY AGREEMENT NO.
- 52 -
FOR CITY CLERK USE ONL y
ORDINANCE NO.
-------- DATE ADOPTED :

Revised: 1-5-09
--------
--------
. . . \ ' . . . . ~
. ,,
. ; .
· AU '!HAT CERTAIN ~EAL, P'ROPEr'ffY L Y!NG AN-D BEING IN THE CITY'OF .SACRAMtNTO~ • COI)NTY PF SACR..4MENTO, STATE OF GAUFORN!A, OE$CRJ8ED: AS FOLLOWS:

ALL THAT CttRTAfN REP.I.. PR'O?t'f'{iY S!1UATE: tN Tr.1E COUNTY -QI= SACRAMENTO, STATE OF • CALWDRNlA, AND LYJNG 1N. $!$CTJON 1..$, 'T. 7 J,t, R. 4 E .• MIJS&M •. -SAtD·~-AL l=1ROPER'TY ~EJN~ A .-· POi=cT.I.Ot>J OF THE LANDS 0.f SACRAME:i'O"O REGtONAl 00\.,INTY SANffAtlON OtSTRlCT; AND i3EING MORE PAP.TJCULARL Y DESCRIBED ,AS FOLLOWS:.
•• BE;GINNING Ai AN ANGLE POJNTIN THE G.ENERAlSOtJ1HERLYi' LINE OF TMS ~ll.NDS SHO\~JN· ON · THE: RE.COKD OF SURVtY, Fft~ IN THE PFFJCE OF THE SACRf,.MENiO 'COUNTY RE;CO~,o;m .. . - .

ON.AtJGiJ$T.'2.3, 19'83~ tN actbJC38 OF -RECORD OF SURVEYS., AT t>AGE 1.~ SAJO PdtNT BEIMG· -.. : . i.H:E WESTERLY if;RMJNUS OF THt. UNi; SHQWN )..~ NORTH ,$O~S'-43P.EA51 .2709.$8 FEIT ON:•;:"-'.,· ··: • • ~AJb Ri:;COru1t OF sV~EY; THEN~E FROM SAJO POINT OF B~GlNMNG.At,O.N$ SAJO G~N£:R.Ai., .. •. • • ; •. SOUTHERLY t.JN1= NbF<TH 9°3tl1P7" W'$ST f$7 .32 FE;F,r.ANO SOUTH 77°54 TJ7" WEST 374.0S-P""cET/ ·: • •• . • ,o.APDlNTON. THENOBTHEASiERL.Y."L,lNEQF r.,;; ·FRONTAGE ROAD50,00 ft~ET IN WJP.TH/,,\ :·::.- ,:•:
. KNOWN AS S~f-1,CH LAKE ~OAtl, 'tHA"t Ut.S AD~tACENT T-0 ANO NOR,:Tl,t;AS,E~L Y OF' THE FiH3H1\ ,:_: C • _OF'\j\,'AYOF TH.E fNTERS,tA'TE-5 FREEWAY AJ-10 SHOWN O'N'THE STATE ,0,=: CAt,JFORNIA • <;:; ·-.\-'( • DE'f>ARtMEN.'t'OF TRANSPORTA1ION.J'),tbNUMENT DE'SlGNA'fED SAC CQ. RTE. 5 F,M. 'H.4. " ,:· : : ,_"r .,.

SKEET 6 Of. 12: THEJ~CE ALONG SAID NO~THtA$1'ERl Y UNE Of FRONTAGE .'RO.Ao' SOUTH • ·,. • . · 14°3.2'00." &~ST8.45.~ f=EETTOA POINTTHERI;ON, THl!N~E U~AVJNG··LASTS.lUD LINE ALONG:>··:· ::-­ fHE Wf:STltRLY PROLONGATlON OF SAIP CQl,l'RSE ON THE GENERAL SOUTHE:FU. Y 1.,JNE'.oF·. '. \ ,: '.::Y·_ ':;,::

THE:_l..AM0$ SHOWt-.1 ON SAio RtCORO OF SU~VEY,'-DESCRrB'ED AS NORTH 80°<;!9'23 41 ~$1 / i{ '.:\?(
2'70!).68. FEf;1\ NORTH 801109'i3" ·EA,ST&n~55J=E:g1 TO THE ro1N't OF B1$$JNNJNG. . ;\, . ·_. ·:_:- . ~t· .:~ ; _: :/ • • ,
Delta Shores Development Agreement
CITY AGREEMENT NO.
- 53 -
FOR CITY CLERK USE ONL y
ORDINANCE NO.
-------- DATE ADOPTED:
{~,~~~
Revised: 1-5-09
--------
--------
....,
P,ARCEL StX:
.AU. T~T CERTAtN R~L Pf.{OPEFTTY $fll)AT£;D· }N.THE crry OF .SACRAMENTO .• COUNTY cu= .

SACRAMEN'TO, STATE OF CAU10RNfA.. AND J.. YING. WITHIN SECTION W. T_. 7 N.-1. R. 5 .. ~--i- MD$&M. -SAID Rt;Al:P'ROPERiY BE.1NGA.PORltO.N OF- THE LANDS ,O,F SACRAMENTO ~EG1C)f.4A!,. COUN'tY . ' ·SANff ATIDN OlSTRICl, SAJD REA!:. P-ROPf:RTY BEiNG ·MOF{E PARTICUlAAlY DESCRIBED AS ·.-:_poaows: .
•• .' ;. •, • • • . : • .' • ' ~ J • • . • • •
"BEGJj-iffiJJNG 'ArA P01NT ON Ttli;_ GENEF.{AL EA~I1t~ v UNt Of 1H~ LANDS SHOWN ON THE ntcoao OF sW!ivet. FilEQ· lN THE DftJCE bFrHE SACAAMS'N"tO OOUN1V -~COJ:tDER _ON AU.GIJS"r 2a, 1~e,3 t.N fs{)QK 3ilOF. REC.ORD OF SUMIEY.$., A.T FAG~ 12: !JiSTAN.r·n:tl'!REON NQRTH ae043:04~•· EAST i387J'55· Fl!E::T AND SOUTH OOQ7'.ES" W,EST ,992.85 FE£T F~OM THE - .

NORTHWEST CORNER-0.F S.t\fp sg(;llDN 18; T~CE·fl~OM SAU} POff\ff-Of.· 'BEGtNN.lN-G.ALON~ • . THE (AST SAlP L.IN.E SOUTH {f{l7'53~· wEST965:08 FEETTO A ;POfN.T'1HER$dN; trf£NC~ LEAVING LAST $AlQ.UNe; FR.OM A TANGENT THAT .SEARS.N~RTH 0S11ss•43~ ·EA$T ALONG iHE ARC OF A'cuRVE' T◊ Tl-ft RfGh:'T HAVi!,\fG A:,RP.bius OP 40'7Q.DO FEST ,Al)JiJ A CENTRA,l. ANGLE OF ~3~44'51·" Ahl ARC-DtST.Ji.NC€.::CJF 1ij8'o.S2 FEET; THE.NC£ 1'ANGENT°T!JTHE. ·PREC€DtNG • co!J~S2: NORTH .896~0'35" &-ST'31~9.f:EET; THENCE _N0.~1H OPr-9'25"' WEST ,$~,43 .F.El:f TO A ?btNT ON iHE NORTH LINE .OF SAfD L.ANPS .OF SAC°f~AM:E}lftO.REGlONAL ·CQUNrY SANftATrON . DJs.w.ic=r; r:H.ENCf: Af,..QNG ·r:HE v..s; SA.IQ LtN~-sourH e90-40'2$}\ 'WEST 1so2~ 1a tft:.f;i 1 ro. ·n-r~-- :
· POJN:f .OP 5eG(N,N"IN$, .•
)~PN: • 1.1s~u ... oos &11$-®sQ.,o-1s-
' . •.
'' ·,. ··.-.·
ALL 71i,ta,) PORilON OF' THE SQJ.JTHW~ST ONE OLJARTEROf! $ECTJON 7, TOWNSHIP 7 NORTH.­ RANGE 5 EAST. MOS&M, DESCRl:BED AS FOLLOWS:

SEGJNN INS AT A P.(ilNT L()CA TEO ON 11-{l;, SOUTH UNE OF SAib SECTION 1, f=RbM WHJCH ·1:'HE; S.CUTHV!IEST CORN£R TH~REOj= SEARS NOR'TH awsioo-1 WE.$1 SS.9.66 -tE.ET; THENCi: FROM $Aiti:POJNT i::hF 8EGfNNWG NORTH CQ~03\{)Ct EAST 4;:)/.65 ;::F:ET; 1HENCE _$.QUTH. 8:9tts7'00it EAST t4B.4f: f~~T; n,i;wctz .$0Lt(HEAS'f~RLY. CURVING 10 THff,.EfT ON AN'AR.G OF BfJ0,00 FEl;f R.AQfU$ $A10: ARC e.EJNG $.UB;T:$NDiz0 BY A C:HORO: SE.ARING SOUTH 47~5~'Q7" E.~ST 10.$6 • rE;i :: iHENC~ SOUTH 4za1-5•4p" EA$T ts.e's tEtT; T,HENcE.Cl)RVING TO TM~)~lGHT ON. AN ARC OF -stlO.,OOrf;e.T. ~Aotus;_ SAf i?.Af!<C .B~l.NG ·SU811;_NOS,) BY A Cnd_RD &.~fNG ·sourn-21~2•04• • EA$t:S$Z.JJ~ ~$1": .1HENC~ NORT}:f e~ott WEST S4-1:,S/3 Fi;~; iHENC.'f; SOIJtH .-D0°03100" . . •• Wt;St-l 1 oJlO_;ii~f!t-'·'tO: A PD3Nt.ioct;;'fk;;t1:bff. THg~ .9.0UTH .UN"E OF SN.ti. StC'nON 1; THeNC~·. • .AtO,NG. rl:iJ;,·_stiµrf(uNf{Ql= _ _.$.!lP Sti;CTION 7,. Ndti1H ss~s:ro()~,vVE'.S.r 40tf.{}O F£$'-rio tHE· • _ .>:.·.,:/·.

POJNf ot· S.E.GiNNlNS,. • • •
Delta Shores Development Agreement
CITY AGREEMENT NO.
- 54 -
FOR CITY CLERK USE ONL y
ORDINANCE NO.
-------- DATE ADOPTED:

Revised: 1-5-09
--------
--------
:(; .. •.. . . - ... - . --- :..-::,:~·._: ·!:,1, •,! \ ' . " OAAtl!l E'IGl-ft~ . . • . ... .,,... . I • ••
~<.:-~,:•\'.. •, ~ t ',, .. :,- ~•~ • • .! .. , , : ::: ' : . • • • : • ' , • ~ • o • I : 6 • ' ' '(,: , ~.\:;:••::: .i7•:!•!, ;;~{-~:· . PAA~~i£~~A~~:1r'~q. ~~- AS~i4own ·oM tH~t~~if¥N ~ARt~t. ~p ~4_ .. .iP~n~.~~~t;~-;· ·);:):
ki~.:. .. rP4;.:~m-iil.f P.~,~E;;WJQ.t:J:tT:.1.,N. ... 1¼-~._r;~.- MQtl\Prr.Y:~-~~c.~~Nro.:~1Fo~ .F:~~:f .. :Y,)?;}. i~'\
0 W.~~rt~-t~lrI;:~1ki,~~~N~Amlw~.:Jjli;~2;~1W · .. · · w. , · .. ~ ....... --· ~-.. ~~c:~· -,· ~ 4!•~·•ft, ·tttl~,.. AAb-~JuNbERo~~onucias •·• .. s·:"~"')1~1 ,f·.· ~pyt~''.f'J.',;, .: .. _, ... .. ·•i'°'.;" •• ;~,,,.< • ,P,. ,:•.· ... •· N:_ ':~m-f ~t!N~ tikf f 'ab" . ..-:·<;,/ ;f.i{sWl\ :~:'✓':· -!H,~ .. :.. ,· ·, ~wr.ttJ.lj("~.; .. ~~~~?:..'., ·Kl~ .i,.~~-l~itt±i • ·o···c~.~!.ie.5.1i/ i.\;~•.',tf,i:f~ •. •• • r,pttzen,: • ~•vi.;/-V•.e:, ,:nQM · • • 1. n ~f.., w-uJJw ru; JMl'q r i=it r;;;i:. • '"" ,...i:;-v .i:;.,ail,•.:> •w·· • • ·• • • ' • ,' ~ . Qfi:,.~ -· ',,H'•.~ss'~ " ,.~\hl'~URf!AciOF'. : if)''· Ntff.~tH;;; psj~.POSE~·oF'OEVELOP:,.,,.J, -·. :•.•i;_z:,r,·~ : • .1~~v~~~$.u@$.tiet~ tR¢i~·-~p.~A~i¼~N.qs~ :~~ti~_wA~~:1H~'~G:· ·: \·. '·''..i.:;:.f~t)~tllt\\) ·n-tE; U$E ANtl:00.GlJP-ANl;Y ~iH~ SUP.f~CE Q.R:SU.e.suRFAG.~ AREA-OF'iHE·~Ov.E . •• :<~ -') : ... :·~i:: •.; • t>ESQ~ R!;:Al PROPERTY .EXCEPT FROM JHE bRILLQTTE pASJ;MENT, aur SUBJECT ro THl::

UMlTATlONS ,ABOVE S!:l' FOffiH R~SERVED AU. SUBSi,J~A~ RJGHTS, EA$EMaNTS, RIGHTS OJ= WAY AND SERVITUDES IN ANP UMOER SAID lAND NECES~Y 0~ CONV~l:ENT IN ;CONl'IECTJQN.WiTH THE FORBGPING MINERAL .RESERVATIONS.. AS .€XCEP'TEO ANO . Rl::Se'.~VSJ IMTHE OEEO EXECJ.[TE.b .BY f:AAN,SAMEijtCA ,t>EVEl.OPM,ENT COMPANY, A , .CALJFORNlA C.ORPOMTI.ON, R.ECORDED fEaRUARif a, 1G78, (N $QOK 78.02 OS, 'PAGE 30fi, : ·• '. ·Pl=FICIA!,, RECQRl)S. •
A.LL S!J.R.f'9J.CE.RJGITTS ABOVE:: A .t.JE?TH 'Or-.500 fa:i' WEP.Jl, ruEL~A~etl AND S~RENDEREO ay TRANSA!lif~JCA D~l:.bl=>MENT Cb~-J.PIWV. A CAUF.OF.mJA CO~ORA TION. ·av -OiJITCLAJM DEEP RE¢◊Rt>2D NOVEMBER '9. 1.~~. JN f?OO~ 8911 09, ·PAGE '23"57, OFF.!CJAL.~EQORb$.

APN: 053--0010-0$9, 053-:0010-060 AND ()~3-iD010-061
Delta Shores Development Agreement
- 55 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO .. _______ _
CITY AGREEMENT NO. -------- DATE ADOPTED : --------
PARC.El,. NINE·:
:AU, 7HAT P.Offi'JON OF COTS 9~ 'J:O ANP 11, .. i\S $f{OV!JJ\J ON fHE PLAT OF "i=REEP0Rf ACR~S", : ~Q.OROEO IN ao.OK 15 Of. MAPS, MAP Np. 20, RECORD$ OF SACRAMENTO CQUNty, :.,:.:: P.ESCRJBEl AS FOLLOWS:
{.. S~~JNNJMG· A!-TftE M0$T NQ&Th~l Y GPRNER OF 'fHJf p.~C,:EL 6-t LANO 04$CRi$.'EO Afl.lO · •~·• ', 'OESJGNA TEO, -t1,"RC&. 1, l'N tHe bBEl) rROM PACIF'JC ~ ANO a.~.CIR1G .COli4PANif ro • t,.c..Vi{F.ENP'E.J. /JEEANP W!FE\'DAT:El) S~liBER.24, 1$.oi .AND REQO~J;)ED_W BOOK 3a-.90. 0~ bf'FfCfAL f?.ECORoS· AT P.l\G~ .84, $A.GR.4MENTp· COtJN-'IY'RECDFIDS. AND:RUNfi-ttNG· THSNCE ALONG 'tHE NOffi'HERt,. Y BO{JNDARY i.JNE OF $AlP. f\~CEL ·oF l.ANO b&S1GhJA1ED PA~:C.EL 1: • {1} SOµTH Z2.rt49" WE.ST 380.57 FEET TO THE NQRtHvvg_STE~~ ~-- COR~l~~-OF SAJD PARC~ _1; ..

Trl&.JQERtJNNING~A!..ONG THE NORIBERtY PROLONGATJON OF 'lHE. WESTER!., Y S,Oi,NDARY· · • . . ltNE OF·SAID: PAA.QEL 1: !;~) NbR'tH·~~··W.r;s:,·l 180..88 FEET ro THE .MOST SOtrrHE'RlY · · COKNER OF THE PARCJ;:,L. OF LAND. DE&CRIB.ED, AN.P Oe$fGNA1aJ PA-Ree:, 2 TN SAID ria:o OATE.d SEPTEMBER Z4. '1f>57. AND gt}t4NING ALONG TdE SQ1;,1THeRLY.BOUNOA~ .trfN~ OF SAf p PARCEL OF LANO 0$SlGNfffi=Q PA.RG~L 2; {3) Nd-Rtrf".7.:21l49' EAsr 3BQ;po/ FE;gr ro TH~ SOLJTHeAS11~'RL V 90P-NtR Of= SAl:O RARCEt.. OF LANO D;;EJG.NAT$: PARCEL ·2i THENCE . f:<l,JNMN$ ~!,ONG THE 'NQRTHE?J. :Y P-RQLONGA,IQN -OF TH.E$ASi'T;ru. Y $0UNOARY UNE uF : • .SNDP.Af~EL. OF ~D:ESIGNAT$ PARCEL 1~.(4}-SO!JTH,Z°S!t·e.~ 'i80.8B f.E:-8'10 THE . POINl OF ~$fJ'1NIN~, •
APN: 11i00'1(}-0i$
Delta Shores Development Agreement - 56 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. _______ _
CITY AGREEMENT NO. _______ _ DATE ADOPTED : _______ _
. 'PARCEL 1 O: •
A P.OITTION OF THAT CERTAIN PARCEL OF LAND OESC~IBiEP IN Oft:0 TO Sf A.TE OF CA!.;/FORN1ft, RECORDED JULY ZB, 1970 IN SOOK 700.7·29 At ?A~tf 29 OFFICIAL. RE-CORD$ OF ·SA<;P-A:MENtO ·COUNTY.

SAtP ?Qr,{Ti-ON IS 'THAi PA.9T THER~Of=' LYIN.G EASTERLY FROM iHELINE; DE:SC~l~l:) A$ •• •• . fOl~b.Ws:
:t~:::· l3EG1NN.JN.$ AT A POJNT .JW THE EASTERl V LIME Q,F EXISTING STAT'E·.OF ROUTE 5 SElNG,,1Jil:i>:·· • •• -' • . ;:·-L NORl'HERi.:YTERMINUS OF THE COlJRS.E b£$CR1Sl£0 AS. ''.NORTH 240£·5'.2~ wE;ST' 455.3a' r.!EET': ·: : • '· ''. )•::i: lN_ b.E;~))ji$TA!lii QF, CAUr;"C'JRNfARE:C9Rb.~. OC'.lJJBITT{.8; 1:'SffJ IN 'SPQf:( 7Q1o~os, P~£;:)j~§t '. . .:.: ·:·,· . ::'.,':' •, ,•·: Of..FlP~~ ~!;CORO$ QF~A.CrtAMs,,tfO COUNTY; THijNOE rRO'M $AID. f'OJN'f O,F eeetN • ' •• ',,;;~:/.,. '·' .., :t ..... ' • Af:ONl!;iSAID. COOR$e ,sown, ,24~.55t.2lt .eAST 45.s;ao Fl:St; Tit,l~Ct· P~bl\11 .A TANGENT' f!t:i/' ':. :>.: ·:.'/:.'::; • • • BE~ st)UTHi4°4'.r:5e" ~A$T ALP~G ¢u~ to rr-t~ ~IGHT.\<VffH A. .RAi>lUS 6F 6345.d(t' , ... ~~tWt/J)}.::J!-.

THR.OUGfi.AN ANGLE OF 4~30'.54", AN ARC DlSTAN.C;S Of-~0.00 f:~ET. ,. :_.:::.,_:.~1;/,.i/: :: ·. :;_::- f,·' . : . ·.. ,_ ... ,,. : ·' ,,,; ,i[\f t'}i
Ord~r No.: 54.S.O · . .
. "r::-;rj/
EXC~PTIN$1HeREFR0M i-AAT PARiTHE'RE.OF R,E;lJN.0Ui$HEO i()'THE:' e~v. OF sA,CAAMF$N'"iO .fs.Y DOC.UMOO Ri;.C0.6PEO SEPTEM$~· .s •. 1sas IN S.OOK 8$0$--06, Pli,Gl;:: 0195. REG~$ OF ::$AGfi¼MENTO COUNTY:

APN; 11s~na10-0SQ •
Delta Shores Development Agreement
CITY AGREEMENT NO.
- 57 -

FOR CITY CLERK USE ONLY
ORDINANCE NO.
--------- DATE ADOPTED:

Revised: 1-5-09
---------
---------

EXHIBIT B

LANDOWNER'S DEVELOPMENT PLAN

SEE ATTACHED
Delta Shores Development Agreement - 58 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ______ _
CITY AGREEMENT NO. ______ _ DATE ADOPTED:, ______ _
:o3.ldOO'v 3.l'v'O ·oN .lN3L'\133tl0'v A.ll8
"l""'\"I ::Jr\"l\-1,_llrl~I""'\
Ul?ld
)laAaa saJ04s e11aa
1, I
l i ~ :, ~ j
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"

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 Community Plan 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. When required in order to comply with the Final Environmental Impact Report for the Project, LANDOWNER shall execute a mitigation monitoring plan agreement and comply with all applicable mitigation measures therein. LANDOWNER shall fully cooperate with CITY in implementing any mitigation monitoring plan adopted as part of the approval process for development of the Property.

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

1. Appropriate sanitation districts, including but not limited to Sacramento County Regional Sanitation District ("SCRSD"), 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. CITY and LANDOWNER acknowledge and agree that the sewer interceptor serving the Delta Shores Development Agreement - 60 -

FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-9-09
--------
CITY AGREEMENT NO. _______ _ DATE ADOPTED : _______ _
Property is already surcharged, but that SCRSD has nonetheless agreed to allow the Property to connect its sewer system to said interceptor.

C. lnclusionary Housing Requirements. CITY has enacted a mixed-income housing policy ("Policy"), as set forth in Chapter 17 .190 of the Sacramento City Code. To the extent that the Property is subject to the Policy, certain Land Use Entitlements for the Property will contain conditions which implement the Policy, including but not limited to conditions requiring an inclusionary housing plan ("IHP") and an inclusionary housing agreement ("IHA"). The IHP for the property, where the Policy is applicable, is attached to this Exhibit C as Exhibit C-1, and incorporated herein by this reference. The requirements specified in the IHP shall be implemented by LANDOWNER, and LANDOWNER shall execute the required IHA.

D. Flood Insurance; TMA Requirement. As required by CITY, LANDOWNER shall do the following:

1. Flood Insurance. For residential units constructed in any area within the Project designated as Zone A99 by the Federal Emergency Management Agency (FEMA), LANDOWNER shall provide, at its cost, flood insurance for two (2) years, from the time of sale of individual units to homebuyers, for all residential units on the project site, provided that the total cost not exceed one thousand dollars ($1,000) per unit.

2. TMA Requirement. Prior to the issuance of building permits for the commercial portion of the project, LANDOWNER shall either enter into an existing Transportation Management Association (TMA), or create a new TMA to serve the project area. Funding may be provided by the project applicants through a Community Facilities District (CFO) or other funding mechanism approved by CITY. Currently, the nearest existing TMA which would cover the Project area is the Sacramento TMA.

E. Parkland Dedication; Park Funding Requirement. As required by CITY, LANDOWNER shall do the following:

1. Parkland Dedication. For purposes of calculating parkland dedication pursuant to Section 16.64.030 of the Sacramento City Code, the parkland dedication requirement shall be based upon the highest residential density allowed within the zoning designation applied for, unless the LANDOWNER enters into an agreement with CITY for a lower density which shall specify a lower parkland dedication requirement. Using the number and type of lots Delta Shores Development Agreement - 61 -

FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-9-09
--------
CITY AGREEMENT NO. _______ _ DATE ADOPTED: _______ _
proposed in the Delta Shores East and Delta Shores West Tentative Subdivision Maps and the highest density for all remaining unmapped areas proposed for residential uses would put LANDOWNER's parkland dedication requirement at 73.06 acres. Pursuant to Section 16.64.030, the Parties hereby agree that the total parkland dedication for the Delta Shores PUD shall be 61.28.±. acres, based upon an assumed maximum housing unit count within the Delta Shores PUD Schematic Land Use Plan of 5,222 units, where 2,012 are single-family detached units and 3,210 are attached units. The total parkland dedication requirement may be amended based upon the actual number of units constructed pursuant to the following formula. This parkland dedication is determined according to the formula D x F = A, where D = the number of dwelling units, F = a 'factor' that when multiplied by the number of units will produce five acres per thousand population (for single­ family detached units the factor is 0.0149, and for attached and multi-family units the factor is 0.0088), and A= the buildable acres to be dedicated.

Because parkland dedication requirements are based both on unit type and count, the number of acres of parkland dedicated with the Tentative Master Parcel Subdivision Map establishes a limit on the number and type of units that may be approved without additional parkland dedication or in-lieu fee obligations under Chapter 16.64 of the Sacramento City Code. In reaching this agreement, it is the intent of the Parties to establish a parkland dedication limit based on how LANDOWNER proposes to develop the site, but to allow CITY to reserve the ability to require more parkland dedication, in the event LANDOWNER exceeds the assumed unit count or type so as to require more than the 61.28.±. acres using the formula outlined above.

2. Land Dedication Security. The Delta Shores PUD includes a Tentative Master Parcel Subdivision Map and subsequent tentative maps entitled Delta Shores East and Delta Shores West Tentative Subdivision Maps, respectively, and will also include future subsequent tentative subdivision maps. The Parties acknowledge that each tentative map subsequent to the Tentative Master Parcel Subdivision Map may or may not be able to completely satisfy its Quimby Act parkland dedication requirements as a stand alone map, but it is the Parties' intent to meet the parkland cumulative dedication requirement for the Project overall. Therefore, if any map subsequent to the Tentative Master Parcel Subdivision Map contains less parkland than is required to meet its Quimby parkland dedication requirement for such map, the parkland dedication for such map together with the accumulated totals for both residential units and parkland for all preceding final maps, shall be compared to the required cumulative parkland dedications for those maps. If the cumulative dedications for all such maps Delta Shores Development Agreement - 62 - Revised: 1-9-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. _______ _
CITY AGREEMENT NO. _______ _ DATE ADOPTED: --------
are less than the required dedications for those maps, LANDOWNER shall provide the City with a letter of credit or other authorized security in a form approved by the City Attorney, in an amount equal in value to the balance of parkland due, to secure the dedication of parkland for the Final Map. The Letter of Credit shall be released by CITY upon acceptance of the IOD for the balance of the parkland dedication that is due. The dedication of excess parkland does not obligate CITY to reimburse the LANDOWNER for the value of the land dedicated.

3. Park Funding Requirement. As required by subsection 9C of the Development Agreement, LANDOWNER shall transfer four million dollars ($4,000,000) to CITY for purposes of future development of a regional park to be located on or adjacent to the Property (the "Regional Park Fee") upon or before issuance of the 3,375th residential building permit at the Property.

F. Global Climate Change Mitigation Conditions. LANDOWNER shall implement the voluntary mitigation measures identified as Mitigation Measures 5.10-1 (a) through and including 5.10-1 (cc) in the Final Environmental Impact Report for the Project.

G. Agricultural Impact Mitigation Condition: LANDOWNER shall undertake preservation of farmland at a 1: 1 mitigation ratio by preserving an equal amount of farmland in_Sacramento County at a site approved by the City comprised of Prime Farmland and Farmland of Statewide Importance, prior to the issuance of any grading permit, in order to reduce any impacts arising from the conversion of the current agricultural uses at the project site to urban development. Where mitigation provided pursuant to Mitigation Measure 5.4-3 for the loss of Swainson's hawk foraging habitat also meets the requirements for farmland mitigation, it shall be applied in satisfaction of the foregoing requirement.

Ill. 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:

Delta Shores Development Agreement - 63 - Revised: 1-9-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. _______ _
CITY AGREEMENT NO. _______ _ DATE ADOPTED: _______ _

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

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

3. All transfers of land applicable to the specific parcel in question, owned by or under the control of LANDOWNER, 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 Department of Transportation and the City Attorney.

These dedications include, but are not limited to streets, utilities, drainage facilities and public transit.

Delta Shores Development Agreement - 64 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. _______ _
CITY AGREEMENT NO. _______ _ DATE ADOPTED: _______ _

4. LANDOWNER has entered into all agreements required pursuant to sections II.A through 11.F, inclusive, above.

5. 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 alternative 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 alternative 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 General Plan for the project to be approved with such requirements and mitigation measures.

Delta Shores Development Agreement - 65 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _
EXHIBIT C-1

INCLUSIONARY HOUSING PLAN
THE INCLUSIONARY HOUSING PLAN FOR THE PROJECT DATED AS OF _____ AND APPROVED BY THE CITY COUNCIL ON _______ BY RESOLUTION NO. ___ IS ATTACHED AS EXHIBIT C-1 AND INCORPORATED IN THIS AGREEMENT BY THIS REFERENCE.

NOTE: ANY CHANGES TO THE TERMS AND CONDITIONS OF THE INCLUSIONARY HOUSING PLAN

REQUIRES AN AMENDMENT TO THIS AGREEMENT TO BECOME EFFECTIVE, UNLESS OTHERWISE SPECIFIED IN THE AGREEMENT.

Delta Shores Development Agreement - 66 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO .. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _

EXHIBIT D

ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (herein "this Assignment") is entered into this __ day of _____ , 20_, by and between _______ _ (herein "LANDOWNER") and _______ (herein "ASSIGNEE"), and the CITY OF SACRAMENTO, a municipal corporation (hereinafter the "CITY"). The LANDOWNER, ASSIGNEE and CITY hereinafter may be referred to collectively as the "Parties" or in the singular as a "Party," as the context requires.

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") for the project referred to as ______ (herein the "Project") subject to LANDOWNER's compliance with certain conditions and obligations set forth in the Development Agreement.

B. LANDOWNER intends to transfer a portion of the Property to ASSIGNEE (herein the "Assigned Parcels") under the terms of a written agreement between LANDOWNER and ASSIGNEE dated ____ (the "Transfer Agreement").

C. LANDOWNER has agreed to assign to ASSIGNEE, and ASSIGNEE has agreed to assume from LANDOWNER, all of the rights and obligations under the Development Agreement as they relate to the Assigned Parcel(s). The CITY has consented to the foregoing assignments and assumptions on the terms and conditions set forth below.

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

1. Effective Date: Termination. This Assignment shall be effective as of the "Closing Date", as defined in the Transfer Agreement (the "Effective Date"). In the event the Transfer Agreement terminates prior to the closing thereunder, this Assignment shall automatically terminate and the Parties shall have no further obligations hereunder.

Delta Shores Development Agreement - 67 -

FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
--------
CITY AGREEMENT NO. _______ _ DATE ADOPTED: _______ _

2. Assignment and Assumption. As of the Effective Date, LANDOWNER hereby assigns and transfers to ASSIGNEE any and all of LANDOWNER's rights under the Development Agreement as they relate to the Assigned Parcel(s), and ASSIGNEE hereby accepts and assumes all of the duties and obligations of LANDOWNER under the Development Agreement as they relate to the Assigned Parcel(s). ASSIGNEE hereby 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).

3. Assumption Terms and Conditions. LANDOWNER and ASSIGNEE understand and agree that this Assignment is subject to section 4 of the Development Agreement, which reads as follows:
"4. Assignment.

4.1 Right to Assign. LANDOWNER shall have the right to freely sell, alienate, transfer, assign, lease, license and otherwise convey all of any portion of the Property and improvements thereon, and as part of a contemporaneous and related sale, assignment or transfer of its interests in the Property, or any portion thereof, without the consent of CITY; provided that no partial transfer shall be permitted to cause a violation of the Subdivision Map Act (Government Code Section 66410 et seq.). LANDOWNER shall notify CITY of any sale, transfer or assignment of all of LANDOWNER's interests in all or any portion of the Property by providing written notice thereof to CITY in the manner provided for notices hereunder not later than thirty (30) days before the effective date of such sale, transfer or assignment; provided, however, that LANDOWNER's failure to provide such notice shall not invalidate such sale, transfer or assignment and provided further that any successor in interest in ownership of all or a portion of the Property shall not benefit from the Vested Rights conferred herein without entering into an Assignment and Assumption Agreement with CITY.

4.2 Release of LANDOWNER. Such purchaser, assignee or transferee shall execute and deliver to CITY an Assignment and Assumption Agreement whereby such purchaser, assignee or transferee assumes all obligations and other terms and conditions of this Agreement with respect to the Property or such portion thereof sold, assigned or transferred. Upon such execution and delivery, CITY shall release LANDOWNER from all duties, liabilities and obligations under the Development Agreement with respect to the interest(s) sold, assigned or transferred only if LANDOWNER is not in default under this Agreement as of the effective date of the Assignment.

Delta Shores Development Agreement - 68 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. _______ _
CITY AGREEMENT NO. _______ _ DATE ADOPTED : _______ _

4.3 Assignees. The Assignee shall be obligated and bound by the terms and conditions of this Agreement if it executes the Assignment and Assumption Agreement, and shall be the beneficiary hereof and a party hereto, only with respect to the Property, or such portion thereof, sold, assigned or transferred to Assignee by LANDOWNER. The Assignee 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. CITY shall release Assignee from all duties, liabilities and obligations under the Development Agreement of LANDOWNER with respect to the interest(s) that are not sold, assigned or transferred to Assignee. Any such assumption agreement shall be deemed to be to the satisfaction of the City Attorney if executed substantially 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. Assignee Development Agreement. At the request of the City, ASSIGNEE agrees to enter into a separate development agreement with respect to the Assigned Parcel(s) in accordance with the same terms and conditions as set out in the Development Agreement, subject only to those changes in the Development Agreement that are mutually agreed to by both CITY and ASSIGNEE, and subject to processing of the approval of that development agreement in accordance with CITY's Procedural Ordinance.

5. No Cross-Default. The Parties acknowledge and agree that the respective obligations of LANDOWNER and ASSIGNEE under the Development Agreement shall be separate and independent from one another, such that a default by LANDOWNER of any of the LANDOWNER's duties and obligations will not constitute a default under the Development Agreement by ASSIGNEE, and a default by ASSIGNEE of any of the ASSIGNEE's duties and obligations will not constitute a default under the Development Agreement by LANDOWNER, and the CITY's rights and remedies under the Development Agreement shall apply only to the Party, and the Property or Assigned Parcel(s), that is the subject of the default. Any duties and obligations under the Development Agreement that apply to both the Assigned Parcel(s) and the remaining Property must be complied with by both LANDOWNER and ASSIGNEE, as applicable.

Delta Shores Development Agreement - 69 -

FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
--------
CITY AGREEMENT NO. _______ _ DATE ADOPTED: _______ _

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

7. Legal Advice. ASSIGNEE agrees that it has read, and has sought and 'received all required legal and other expert consultation with regard to the duties and obligations set out in the Development Agreement to which ASSIGNEE is hereby bound, and fully understands all of its terms and conditions. ASSIGNEE further agrees that: (i) LANDOWNER has furnished ASSIGNEE with a copy of all documents and materials containing or relating to terms and conditions of development of the Assigned Parcel(s); (ii) ASSIGNEE has read and understands all of the terms and conditions of said documents and materials; and (iii) with such knowledge and understanding, which includes the nature and extent of the fees, taxes, assessments and other public financing mechanisms and obligations inherent in such documents and materials, nevertheless has voluntarily, freely and knowingly assumed and agreed to perform all of such obligations and requirements, and be bound by all of the provisions of such documents and materials, in addition to the express terms and conditions of the Development Agreement.

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

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

10. Notices. All notices required or provided for under this Assignment shall be in writing and delivered in person or sent by certified mail, postage prepaid, return receipt requested, to the principal offices of the other Parties and to Lender, if applicable.

Notice shall be effective on the date delivered in person, or the date when received if such notice was mailed to the address of the other Party(ies) as indicated below:

Delta Shores Development Agreement - 70 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _
Notice to CITY:

Notice to the LANDOWNER:

Notice to the ASSIGNEE:

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(ies) in the manner provided herein.

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

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

13. Release of LANDOWNER. Upon execution and delivery of this Assignment by CITY, CITY hereby releases LANDOWNER from all duties, liabilities and obligations pursuant to the Development Agreement.

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

ASSIGNEE
By: --------------

LANDOWNER
By: --------------
CITY:

By: --------------
Delta Shores Development Agreement - 71 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. _______ _
CITY AGREEMENT NO. _______ _ DATE ADOPTED : _______ _

EXHIBIT E
Protest Waiver Provisions Agreed to by LANDOWNER
LANDOWNER understands and agrees that financing of the Infrastructure and programs required under the Delta Shores Finance Plan (hereafter "Finance Plan") 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 to implement the 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 Finance Plan, or which information or opinions relate to the question of consistency of the financing mechanism with the 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 Finance Plan, as amended; and (ii) directly and significantly conflicts with the Nexus Study adopted by the City Council in connection with establishment of development fees for the 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 or 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 judicially challenge 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 Delta Shores Development Agreement - 72 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED : ---------
proceeding with respect to the Property, to judicially challenge the financing mechanism or the fees, charges, assessments or special taxes (but not the dollar amount thereof) 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.

Without limiting the generality of the foregoing, LANDOWNER for itself, its constituents, successors and assignees specifically, as to the Property, agrees to the following:
(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. 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. 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.

Delta Shores Development Agreement - 73 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO .. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED:. ________ _ (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 Finance Plan; (ii) execute an irrevocable proxy or proxies when necessary (such as in the formation of, or imposition of taxes relative to, a Mello-Roos Community Facilities District) authorizing a representative designated by CITY, who will vote in favor of establishing the specific financing mechanism in question; and
(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.

Delta Shores Development Agreement - 74 -

FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
---------
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ________ _

EXHIBIT F

IRREVOCABLE OFFER OF DEDICATION FORM

SEE ATTACHED
Delta Shores Development Agreement - 75 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ______ _
CITY AGREEMENT NO. ______ _ DATE ADOPTED:. ______ _
Recording Requested by and Benefiting
the City of Sacramento, a Government Entity -
No Fee Required per Government Code 6103

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

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

IRREVOCABLE OFFER TO DEDICATE
__________ , a ________ , ("GRANTOR") hereby offers to
dedicate in (fee or easement) to the CITY OF SACRAMENTO, a municipal corporation ("CITY"), that certain real property ("Property") in the City of Sacramento, County of Sacramento, State of California, described as follows:

See Exhibit "A", legal description, and Exhibit "B", exhibit map, attached hereto and made a part hereof.

GRANTOR, for itself, its successors and assigns hereby waives any claims for any and all damages which: (i) will accrue to the remaining property of the undersigned by reason of its severance from that portion the Property subject to this offer to dedicate, (ii) taking compensation, if any, or (iii) damages on account of the location, establishment, construction or operation of the public facilities to be located on the Property. The foregoing waivers shall include any and all rights or claims that GRANTOR may have under Article 1, Section 19 of the California Constitution, the Eminent Domain Law, or any other law or regulation.

GRANTOR acknowledges for itself, its successors and assigns that it has been advised to seek the advice of counsel on the issue of waiver of severance and other damages, and has either done so or has chosen not to do so despite being given such advice.

GRANTOR acknowledges and agrees as follows:

1. This offer is given pursuant to Government Code Section 7050, and shall be recorded in the office of the County Recorder, County of Sacramento.

Delta Shores Development Agreement - 76 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED : ---------

2. This offer may be accepted at any time by the City Council of CITY. This offer may be terminated only in the manner specified in the Streets and Highways Code, commencing at Section 8300, for summary vacation of streets or highways.

3. CITY assumes no responsibility or liability whatsoever with respect to the Property or occurrences thereon, as a consequence of the offer set forth herein.

4. GRANTOR shall not create, nor permit to be created, any lien, encumbrance or other title impediment of any sort or nature on or affecting the Property.

5. At the time CITY accepts this offer, GRANTOR shall insure that the Property is free and clear of all rights, restrictions, easements, impediments, encumbrances, liens, assessments or other security interests of any kind, except (a) easements or rights-of­ way for public utilities, if any, and (b) items which CITY has expressly consented in writing, if any.

6. In the event that there are improvements upon the Property placed thereon either before or after this offer is recorded, GRANTOR shall have full legal responsibility, without cost to CITY, to remove such improvements, if this offer is accepted by CITY.

7. GRANTOR agrees and covenants to indemnify and defend CITY and its officers, employees and agents, harmless from and against any and all liabilities, penalties, losses, damages, costs, expenses (including reasonable attorneys' fees, whether for outside or staff counsel), causes of action, claims, or judgments that arise by reason of any death, bodily injury, personal injury, property damage, or violation of any law or regulation resulting from any acts or omissions related to the presence, use, storage, treatment, transportation, release, or disposal of Hazardous Substances on or about any portion of the Property. GRANTOR further agrees and understands that CITY does not, and shall not be deemed to, waive any rights against GRANTOR which it may have by reason of the aforesaid indemnity and hold harmless agreement because of any insurance coverage available to CITY.

CITY agrees and covenants that this dedication is expressly being made and accepted upon the condition that CITY will fully indemnify, defend and hold harmless GRANTOR and its officers, employees and agents from and against any and all liabilities, penalties, losses, damages, costs, expenses (including reasonable attorneys' fees, whether for outside or staff counsel), causes of action, claims, or judgments that arise by reason of any death, bodily injury, personal injury, property damage, or violation of any law or regulation resulting from any acts or omissions related to the presence, use, storage, treatment, transportation, release, or disposal of Hazardous Substances on or about any portion of the Property by any person or entity acting on CITY's behalf or under CITY's Delta Shores Development Agreement
CITY AGREEMENT NO.
- 77 -

FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
---------
--------- DATE ADOPTED: ________ _
control (excluding persons or entities acting on GRANTOR's behalf or under GRANTOR's control) occurring on or at any time after the date the Property is conveyed to CITY.

As used in this offer, the term "Hazardous Substances" means any substance, material, waste or other pollutant or contaminant that is or becomes designated, classified and/or regulated as hazardous or toxic under any federal, state or local law, statute, ordinance, regulation, rule, order, decree, or other governmental requirement now in effect or later enacted. Any liability associated with the presence of any Hazardous Substances on or adjacent to any portion of the Property shall be governed by the foregoing provisions regardless of whether any inspection, examination, sampling, testing, assessment or other investigation is conducted by CITY prior to acceptance of the offer.

The provisions of this Section 7 shall survive the acceptance of the Property by CITY hereunder.

8. This offer is made by GRANTOR for itself, its heirs, successors and assigns, and shall be fully binding on such heirs, successors and assigns.

GRANTOR represents and warrants that the GRANTOR owns the entire fee interest in the Property and therefore has the legal right to execute this offer. The individual executing this offer on behalf of GRANTOR represents and warrants that he or she has been authorized to do so by GRANTOR and that GRANTOR shall thereby be obligated to perform the terms of this offer.

IN WITNESS WHEREOF, GRANTOR has executed this offer on the date set forth below.

GRANTOR(s):

By: -----------
Title:

Print Name:

Date: ----------
Delta Shores Development Agreement - 78 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED : ________ _

EXHIBIT G

MAP AND CATEGORICAL LISTING

OF LAND AND INFRASTRUCTURE

SEE ATTACHED
Delta Shores Development Agreement - 79 -

FOR CITY CLERK USE ONLY
Revised: 1-5-09
ORDINANCE NO. ______ _
CITY AGREEMENT NO. ______ _ DATE ADOPTED : ______ _

LIST OF LAND AND INFRASTRUCTURE
Streets (from tentative map conditions):

Street Name Boundary Boundary No. of Lanes R/W Width (Feet) From To Cosumnes River Freeport INTERSTATE 5
South Bound 4 -lane 99' Blvd* Boulevard Ramps
Cosumnes River INTERSTATE 5
North Bound 24th Street 6-lane 121' Blvd.* Ramps
Cosumnes River 24th Street Franklin 4-lane 99' Blvd.* Boulevard * Denotes entire right of way, although only a portion is to be dedicated and a portion is to be acquired per Caltrans Right of Way Manual for a regional transportation improvement. Landowner's obligation to dedicate a portion of the Cosumnes River Blvd right-of-way located within the Delta Shores Project is to be set out in a separate cost sharing agreement. Landowner has no obligation to dedicate any right-of-way not situated within lands owned by the Landowner, (i.e., portions of the Cosumnes River Blvd. right-of-way located on the Stone­ Boswell properties).
103'
Delta Shores Cosumnes Street D 4-Lane Includes 10'
Circle (South) River Blvd. (South) widened sidewalk
on one side
4-Lane + 110'
Delta Shores Street D Street E Parking on one Includes 10' Circle (South) (South) widened sidewalk side on one side 110'
Delta Shores Cosumnes 99'+ (7' Parking
Circle (South) Street E River Blvd. 4-Lane one side)+ 1 0' widened sidewalk
on one side
Delta Shores Cosumnes Street C 4-Lane 99' (No parking) Circle (North) River Blvd.

Delta Shores 2-Lane
Circle (North) Street C Street A Major collector 83'
with parkinq
Delta Shores Development Agreement - 80 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED: ---------
Street Name Boundary Boundary No. of Lanes R/W Width (Feet) From To 115'
Delta Shores Street A 24
th
Street 2-Lane 83'+32'
Circle (North) Major collector (widened median
for Towers)
Street D Delta Shores Delta Shores 2-Lane
Minor Collector 71' (North&South) Circle (South) Circle (south) With parking Delta Shores 2-Lane
Street E Street D Circle (South) Major Collector 83'
with parking
Street C Delta Shores West Boundary Major Collector, 76' Circle (North) parking one
side only
Street C Delta Shores 24m Street Minor Collector 71'
Circle (North) W/Parking
Street A Cosumnes Delta Shores Minor Collector 71'
River Blvd. Circle (North) W/Parking
Street F Cosumnes Delta Shores Minor Collector 71'
River Blvd. Circle (south) W/Parking
Street G Cosumnes Street E Major Collector, 76'
River Blvd. parking one
side only
Street B Cosumnes Street C Minor Collector 71'
River Blvd. W/Parking
24 m Street** Cosumnes Delta Shores 4-Lane 99'
River Blvd. Circle (North) No Parking
** Landowner's obligation is only to dedicate that portion of the right-of-way located within the Delta Shores Project. Landowner has no obligation to dedicate any right-of-way not situated within lands owned by the Landowner.

Other dedication requirements are set out in the tentative map conditions and the PUD Guidelines and Schematic Plan.

Delta Shores Development Agreement - 81 -

FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
---------
CITY AGREEMENT NO. ________ _ DATE ADOPTED : ________ _ Map of 1-5 Interchange and Cosumnes Blvd
Dedication Lands
Delta Shores Development Agreement
See attached
- 82 -

FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
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CITY AGREEMENT NO. ______ _ DATE ADOPTED: ______ _
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Delta Shores Development Agreement - 85 -
Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED:. ________ _ :a3.ldOOV 3.l'v'O "ON .1N31/\133~8V A.11:::l
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EXHIBIT H

PROCEDURE FOR ADJUSTING THE PUBLIC FACILITIES FEE AND REVISING THE

INVENTORY OF REMAINING INFRASTRUCTURE TO BE FINANCED BY THAT FEE When amending the Delta Shores Finance Plan, the City shall set the amount of the Public Facilities Fee by using the estimated cost of the facilities to be financed, determined in accordance with the following procedure:

1. Definitions.
(a) "Aggregate Costs" means the cost to construct remaining PFF Eligible Facilities. (b) "CalTrans Index" means the Quarterly California Highway Construction Cost Index (Price Index for Selected Highway Construction Items) published by the California Department of Transportation, Division Of Engineering Services - Office Engineer . (c) "ENR Index" means the Engineering News Record Construction Cost Index for San Francisco.
(d) "Finance Plan" means the Delta Shores Finance Plan, as amended. (e) "Funding Requirement" means the amount of the PFF that must be generated from remaining development so that the City will have adequate funding (A) to construct the PFF Facilities remaining to be completed and (B) to administer the PFF program.

It is calculated as follows: first, calculate the aggregate cost to complete the remaining PFF Facilities and to pay the administrative component of the PFF as required by the Finance Plan; second, from the result, subtract the PFF revenues then available to complete the remaining PFF Facilities; and third, add the amount of outstanding PFF credits.

Funding Requirement= (current year's cost estimate)- (revenue on hand)+ (outstanding credits)
(e) "PFF" means the Public Facilities Fee established by Sacramento City Code for the Delta Shores Finance Plan.
(f) "PFF Eligible Facility" means a public improvement or segment of a public improvement that is identified in the first Delta Shores Finance Plan.

Delta Shores Development Agreement - 88 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. _______ _
CITY AGREEMENT NO. _______ _ DATE ADOPTED: _______ _
(g) PFF Funding Obligation" means the maximum funding obligation of the PFF for a given year.
(h) "PFF Share" means the portion of a PFF Eligible Facility's cost that is funded, in whole or part, by the PFF.

2. Annual PFF Adjustment for PFF Eligible Facilities.
(a) Each July 1, the City will adjust the PFF in accordance with the difference between (1) the Funding Requirement for the current year; and (2) the funding that would be available, after deducting revenue on hand and adding outstanding PFF credits, if the then-existing PFF were applied to remaining development. In no event will the annual inflationary adjustment to outstanding credits be less than zero (0% ). (b) Example of Annual PFF Adjustment for PFF Eligible Facilities:

As of April 1, 2010 Cost Chan es of:

3.257% -6.000% 6.000%
Initial Comparison
Remaining Costs from April 1, 2009
Estimate 200,000,000 200,000,000 200,000,000
Aggregate Costs and Administration 206,514,000 188,000,000 212,000,000

3.257% -6.000% 6.000%
Funding Requirement Calculation
Aggregate Costs and Administration 206,514,000 188,000,000 212,000,000 Less Cash on Hand April 1, 2010 -30,000,000 -30, 000, 000 -30,000,000 Plus Credits Outstanding April 1, 2010 25,000,000 25,000,000 25,000,000 2010 Funding Requirement 201,514,000 183,000,000 207,000,000 Existing Fee Calculation
Revenue From Remaining Development
Using 2009 Fees 200,000,000 200,000,000 200,000,000
Less Cash on Hand April 1, 2010 -30,000,000 -30,000,000 -30,000,000 Plus Credits Outstanding April 1, 2010 25,000,000 25,000,000 25,000,000 Resources Based on 2009 Fees 195,000,000 195,000,000 195,000,000 Delta Shores Development Agreement - 89 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. _______ _
CITY AGREEMENT NO. _______ _ DATE ADOPTED: _______ _
Fee Change Effective July 1, 2010
Resources Based on 2009 Fees
2010 Funding Requirement
Fee Change$
Fee Change%
195,000,000 195,000,000 195,000,000
201 ,514,000 183,000,000 207,000,000
6,514,000 -12,000,000 12,000,000

3.341 % -6.154% 6.154% ----------------

3. Adjustments to Aggregate Costs: Remaining Freeway Improvements, Roadways, Bridges, Signals, and Bikeways. •
(a) Adjustment by Index.
(1) Subject to Subsection 3(b) below, for all PFF Eligible Facilities except the police substation and the fire station, the cost adjustment to remaining PFF Eligible Facilities is the greater of the following (but in no event less than zero percent):
(A) the ENR Index; or
(B) the CalTrans Index 3-year moving average.
(2) Index measurement.
(A) ENR Index: Year-over-year change as of each March.
(B) CalTrans Index: 12-quarter average through quarter 1 of the current year over 12-quarter average through quarter 1 of the prior year. (3) Precision. All calculations will be carried out to three decimal places. (b) Adjustment by Benchmarking.
(1) Before April 1 of each calendar year, a third-party professional engineering consultant who is under contract to the City will estimate the cost to construct all PFF Eligible Facilities subject to this subsection 3(b). The cost estimate will anticipate cost changes to the next July 1. The cost estimate plus an estimated contingency (not to exceed an amount equal to 26% of the cost estimate) is the "Benchmark Estimate" of Aggregate Costs for the year.
(2) If the percentage change between the Aggregate Costs for the then-current year and the Aggregate Costs for the same set of PFF Eligible Facilities for the immediately preceding year differ by an amount equal to, or more than, plus or minus 5% in aggregate from the percentage change determined by index in accordance with Subsection 3(a) above, then the City will use the then-current Delta Shores Development Agreement - 90 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. _______ _
CITY AGREEMENT NO. _______ _ DATE ADOPTED: --------
year's Benchmark Estimate of Aggregate Costs to determine the Funding Requirement.
(c) Comprehensive Review and Nexus Study. The City will perform a comprehensive review and nexus study for the PFF at least every three years unless the City determines that prevailing market conditions do not justify doing so (e.g., if development is lacking or the remaining development is limited). (d) Sample cost adjustments for freeway improvements, roadways, bridges, signals, and bikeways:

Sample #1 Sample #2
Benchmarking increase of 4%
ENR Index increase of 2%
CalTrans Index increase of

3.1%
Change in Aggregate Costs:
plus 3.1%
Sample #3
Benchmarking decrease of 4%
ENR Index decrease of 0.5%
CalTrans Index decrease of
1%
Change in Aggregate Costs:
0%
Sample#5
Benchmarking increase of 6%
ENR Index increase of 3.5%
Benchmarking increase of 4%
ENR Index increase of 1 %
CalTrans Index decrease of
1%
Change in Aggregate Costs:
plus 1%
Sample#4
Benchmarking decrease of 5%
ENR increase of 0.5%
Cal Trans Index decrease of
1%
Change in Aggregate Costs:
minus 5%
CalTrans Index decrease of 1 %
Change in Aggregate Costs: plus 6%
Delta Shores Development Agreement - 91 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED : ________ _

4. Adjustments to Aggregate Costs: Police Substation and Fire Station.

For the police substation and fire station, the portion of the cost for each that is funded by the PFF will not exceed that established in the first Delta Shores Finance Plan, except as follows: the City will adjust the cost of the police substation and fire station by using the change in the ENR Index from March to March, effective each July 1.

5. PFF Funding Obligation; Change in list of Facilities being funded with PFF. (a) The Finance Plan shows not just the estimated cost of each PFF Eligible Facility but also the PFF Share for the PFF Eligible Facility. Each year, after adjusting costs in accordance with sections 1 through 4 above, the City shall determine the aggregate PFF share for all PFF Eligible Facilities, and that aggregate amount will be the PFF Funding Obligation for that year.
(b) Each year, the City may revise the PFF Share for each PFF Eligible Facility and shall give Landowner 30-days' prior written notice of any revision that will result in a Removed PFF Facility (defined below), as follows:
(1) If a PFF Eligible Facility is removed from the Delta Shores Finance Plan because it will no longer be funded by the PFF (a "Removed PFF Facility"), then the City may allocate the Removed PFF Facility's PFF Share (determined in accordance with subsection 3(b)(1) above) to another PFF Eligible Facility on the list. Public improvements not identified in the Delta Shores Finance Plan may not be funded with the PFF.
(2) The City may not require, as a condition for approving the Landowner's request for land-use entitlements on all or part of the Property, that the Landowner or any other signatory to a Delta Shores Development Agreement construct all or part of a Removed PFF Facility. This limitation does not apply if the Landowner requests and receives a change in the then-existing zoning on all or part of the Property and the City determines that the change creates a need for construction of a Removed PFF Facility.
(3) If the City has previously required the Landowner to build a PFF Eligible Facility as a condition of approval for a land-use entitlement granted to the Landowner, then the City may not subsequently remove the PFF Eligible Facility from the list of remaining PFF Eligible Facilities and thereby deny the Landowner the opportunity to obtain reimbursement from the PFF program.

Delta Shores Development Agreement - 92 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. _______ _
CITY AGREEMENT NO. _______ _ DATE ADOPTED: --------

6. Scope of PFF Eligible Facilities.

The scope of each PFF Eligible Facility is as described in the Finance Plan, as amended, and may not be revised except as required to comply with federal or state law. With respect to public roadways and streets, the scope is to be based on the City's street-design standards for lands within the Delta Shores area.

7. . Adequate Funding for PFF Eligible Facilities.

The City may not cite, as a reason for increasing the amount of the PFF Funding Obligation, the loss of potential funding from sources identified in the first Delta Shores Finance Plan as Non-PFF Funding Sources, such as federal funding, state funding, regional funding, grants, gifts, contributions, fees, reimbursements, the City's general fund, the City's Major Street Construction Tax, private funds, or payments from the Stone-Boswell area in the event of the approval of land entitlements for this area.

Delta Shores Development Agreement - 93 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ________ _
CITY AGREEMENT NO. ________ _ DATE ADOPTED : ________ _ EXHIBIT "I"

DIAGRAM OF DELTA SHORES PLANNING AREA

SEE ATTACHED
Delta Shores Development Agreement - 94 - Revised: 1-5-09

FOR CITY CLERK USE ONLY
ORDINANCE NO. ______ _
CITY AGREEMENT NO. ______ _ DATE ADOPTED: ______ _

DELTA SHORES PLANNING AREA
December 8, 2008
Delta Shores Development Agreement - 95 -

FOR CITY CLERK USE ONLY
ORDINANCE NO.

Revised: 1-5-09
---------
CITY AGREEMENT NO. ________ _ DATE ADOPTED : ________ _

APPENDIX F:

Delta Shores Credit and
Reimbursement Agreement

SACAMENTO

CONTRACT
Office of the Cpty Clerk

ROUTING SHEET
Contract Cover/Routing Form: Must Accompany ALL Contracts; however, it is NOT part of the contract.

General Information (Required)
Original Contract # (supplements only): Supplement/Addendum #:

Assessor's Parcel Number(s):

Contract Effective Date: 08/18/2020 Contract Expiration Date (if applicable):
$ Amount (Not to Exceed): 40123421 Adjusted $ Amount (+/-):

Other Party: M & H Realty Partners
Project Title: Acquisition Reimbursement & Credit Agreement for the Construction of Delta Shores Public Infrastructure Project #: Bid/RFQ/RFP #:

City Council Approval: YES
Contract Processing Contacts
Department: Finance
Contract Coordinator: Sini Makasini
if YES, Council File ID#: Sacramento
Project Manager: Arwen Wacht
Email: [email protected]
Department Review and Routing
Accounting:
(Signature) (Date)
Supervisor:
(Signature) _civil srnm, (Date)
m 8 2020 09 01 PDT1 Division IVlanager: Shen Sth Sep (Signature) (Date)
Other:
(Signature) (Date)
Special Instruction/Comments (i.e. recording requested, other agency signatures required, etc.) Recording Requested Other Party Signature Required
FOR CLERK & IT DEPARTMENTS ONLY DO NOT WRITr 71-74T- THIS LINE i')2020-2502
CC Rev. 12.19.2018
Contract #2020-2502
Acquisition, Reimbursement, and Credit Agreement
for
Construction of Delta Shores Public Infrastructure
This Acquisition, Reimbursement, and Credit Agreement, dated August 18, 2020, for purposes of identification only, is between the CITY OF SACRAMENTO, a California municipal corporation and charter city (the "Cityn); and M&H REALTY PARTNERS VI, L.P., a California limited partnership ("M&H").

Background
A. M&H is the developer of the Delta Shores project and owns the land described in Exhibit A (the "Property").

B. Development of the Property is subject to payment of the Delta Shores Impact Fee (the "Impact Fee") in accordance with chapter 18.56 of the Sacramento City Code (the "Fee Ordinance").

C. Development of the Property has required and will require the construction of necessary public infrastructure as detailed in the Finance Plan (defined in § 4.1(D)). This agreement deals with the construction and funding of the components of that infrastructure identified in Exhibit B as "Regional Infrastructure," " Backbone Infrastructure," and "Public Facilities." D. In accordance with the Cost Sharing Agreement — 1-5 Interchange & Cosumnes River Boulevard Extensions designated as City Agreement No. 2012-0059 (the "Cost Sharing Agreement"), the City has constructed, and M&H has paid part of the cost to construct, the Regional Infrastructure. Section 6 of the Cost Sharing Agreement sets forth how the City will reimburse M&H for M&H's advance payments of the Stone Boswell Share of the Project Cost and Enhancement Cost, as those italicized terms are defined in the Cost Sharing Agreement.

Section 7 of the Cost Sharing Agreement sets forth how the City will reimburse M&H for the Future Owners' fair share of the Project Cost, as those italicized terms are defined in the Cost Sharing Agreement. This agreement provides M&H with fee credits that will fully discharge the City's reimbursement obligation under section 7, but all other provisions of the Cost Sharing Agreement continue in full force.

E. Subject to the credits against, and reimbursements from, the Impact Fee as provided in this agreement, M&H has constructed the Backbone Infrastructure and the Public Facilities (together, the "Project") in accordance with plans that have been reviewed and approved by the City (the "Project Plans"). M&H funded the entire cost of this construction.

F. Because the Project is designated for funding by the Impact Fee, the Project is eligible for, and the City desires to provide credits against and reimbursement from, the Impact Fee (excluding the Administration Component) for M&H's eligible (as determined by the City in its reasonable discretion) Project Costs in accordance with the Fee Ordinance and subject to the terms and conditions of this agreement. "Project Costs" means the following: costs related to all contracts for the construction of the Project, including change orders thereto, and costs associated with all other contracts for professional and other services necessary to Acquisition, Reimbursement, and Credit Agreement l Page 1 WC 7-22-20 l Pl20-0570
implement and complete construction; planning and design costs and right-of-way acquisition costs, if any, associated with the Project; engineering estimates of Project Costs (or the actual costs for infrastructure that has already been constructed) asset forth in Exhibit B; construction inspection fees; and applicable plan-check fees, inspection fees, and labor-compliance costs.

G. This agreement also memorializes M&H's use of a portion of those fee credits as M&H's fair share of the Project Costs associated with public infrastructure needed to serve the 926,038 square feet of commercial development that was constructed in the Village/Regional Center (identified in table 2-1 of the Finance Plan) before the Fee Ordinance's effective date.

With these background facts in mind, the City and M&H hereby agree as follows:

1. Construction of Project.

1.1 Construction. M&H has constructed the Project and conveyed or will convey all or portions of the Project, along with all interests in real property necessary for the operation, maintenance, and ownership of all portions of the Project, to the City or appropriate other public entities or utilities.

1.2 Plans and Specifications. M&H represents that it has obtained approval of the Project Plans from all appropriate City departments and from any other public entity or public utility from which such approval must be obtained. M&H represents that the Project was constructed in compliance with the approved Project Plans and with the City's Standard Specifications for Public Construction approved by the Sacramento City Council on June 4, 2007 (Resolution No. 2007-350), as subsequently amended (the "Standard Specifications"). M&H represents that it provided copies of the Project Plans to the City's Director of Public Works or his designee (the "Directoe).

1.3 Compliance with Labor Code. M&H represents that the construction work for the Project was performed consistently with the following:
(A) M&H and each contractor hired by M&H complied with Sacramento City Code section 3.60.180 (concerning prevailing wages, hours of work, etc.) for all work performed on the Project. M&H has certified to the City Engineer, in writing, that M&H and all its contractors have complied with the requirements of Sacramento City Code section 3.60.180 to the extent that section applies. Upon request, M&H shall provide copies of certified payrolls to the City Engineer. (8)
Consistent with California Labor Code section 1720, subdivision (c)(2), work performed on the Project is eligible for reimbursement under this agreement because all public-improvement work was required as a condition of regulatory approval for the M&H's project and has been performed in compliance with Sacramento City Code sections 3.60.180 to the extent that section applies. (C) Sacramento City Code section 3.60.190 (concerning apprentices) did not apply to the construction contracts and subcontracts for the Project because they were advertised for bid or awarded before December 25, 2014.

Acquisition, Reimbursement, and Credit Agreement l Page 2 .1PC 7-C2-20 5520-057

1.4 Inspection. M&H shall permit the City and any other public entities or public utilities to which any portion of the Project will be conveyed to inspect the Project.

1.5 Performance and Payment Bonds. Consistent with California law, the Sacramento City Code, and the City's Standard Specifications, M&H represents that it complied with all applicable City performance- and payment-bond requirements for all of the work on the Project as though the City had awarded M&H a public-works contract for the work.

2. City Acceptance; Conveyance of Project.

2.1 Acceptance and Conveyance. When the City formally accepts any portion of the Project, that portion of the Project will become the City's property. M&H shall take all actions necessary to convey to and vest in the City full, complete, and clear title in the Project and in all of the underlying real-property interests (easement or fee title), including those necessary for rnaintenance and access. The City will not formally accept any portion of the Project until the real-property interests have been conveyed to the City. The City will not accept a portion of the Project until the portion is completed in accordance with the Project Plans and the City has finally inspected and approved the portion for acceptance into its infrastructure system, as evidenced by a written statement or letter to that effect signed by or on behalf of the City.

2.2. Release of Liens. M&H has provided or shall provide, in a form satisfactory to the Director, evidence that all costs of the Project have been fully paid, including all lien claims. M&H represents that it has provided, and at the Director's request Ahall provide, lien releases under California Civil Code sections 8124 and 8138 to assure that any outstanding claims of M&H's contractors, subcontractors, and suppliers have been paid.

2.3 Documentation of Project Costs. M&H has provided, and City has accepted, copies of all contracts, change orders, and invoices for the costs of the work and such other documentation as the City requires to determine the total Project Costs incurred by M&H. The total Project Costs determined and approved by the City are set forth in Exhibit B.

3. Indemnification.

3.1 Indemnification by M&H. Subject to this § 3.1, M&H shall fully indemnify, defend, and hold harmless the City and the City's elective and appointive boards, commissions, officers, employees, and agents from and against all liabilities, penalties, losses, damages, costs, expenses (including reasonable attorneys' fees, whether for outside counsel or the City Attorney), causes of action, claims, or judgments (collectively, "Claims") arising by reason of any death, bodily injury, personal injury, property damage, or violation of any law or regulation to the extent arising from any actions or omissions in connection with the design, construction, operation, maintenance, or repair of the Project by M&H or its contractors or agents, except that M&H is not obligated by this section 3.1 to the extent Claims arise from the City's active negligence or willful rnisconduct. Nothing in this agreement waives any immunity or defense the Acquisition, Reimbursement, and Credit Agreement l Page 3 WC 7-22-20 l PL20.0570
City might have relating to any a Claim, including immunity or defenses relating to design review and approval or construction inspection.

3.2 Indemnification Regarding Hazardous Substances. M&H shall fully indemnify, defend, and hold harmless the City and the City's elective and appointive boards, commissions, officers, employees, and agents from and against all Claims arising by reason of any death, bodily injury, personal injury, property damage, or damage to the environment to the extent caused by the use, storage, treatment, transportation, release, or disposal by M&H or its contractors or agents of any Hazardous Substances, as defined in Exhibit C, on, about, or around any portion of the Property on which any component of the Project is located or any easement that is transferred to the City in connection with the Project.

3.3 Indemnification Regarding Application of Credits and Reimbursements. M&H shall fully indemnify, defend, and hold harmless the City and the City's elective and appointive boards, commissions, officers, employees, and agents from and against all Claims to the extent arising from any actions or omissions in connection with the application or calculation of Fee Credits under this agreement.

3.4 Additional Provisions Regarding Indemnification Obligations. (A) M&H's obligations under this § 3 are not limited or waived in any way because the City has prepared, supplied, or approved the Project Plans or has inspected or failed to inspect construction of the Project.
(B) M&H's obligations under this § 3 are to be construed broadly and liberally to provide the maximum coverage for the City in accordance with their terms. (C) No specific term or word in this § 3 is to be construed as a limitation on the scope of the parties' rights and obligations under this § 3 unless specifically so provided.
(D) This § 3 will survive the expiration or termination of this agreement.

3.5 Waiver by M&H. M&H and its assigns, transferees, and successors hereby waive and release all Claims of whatever sort or nature that may arise against the City or the City's officers, employees, and agents in connection with the design or construction of the Project.

3.6 Unknown Claims. The waiver and release provided in § 3.5 includes Claims arising under section 1542 of the California Civil Code, which provides as follows:
"A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
Acquisition, Reimbursement, and Credit Agreement l Page 4 PC 7-22-20 PI 20-0570
Thus, notwithstanding the provisions of section 1542, this agreement is intended to release and extinguish all Claims that the parties do not know or suspect to exist.

3.7 Indemnification by the City. The City shall fully indemnify, defend, and hold harmless M&H and M&H's directors, members, shareholders, partners, officers, employees, and agents from and against all Claims that arise by reason of any death, bodily injury, personal injury, property damage, or damage to the environment and are caused by the City's active neglience or willful misconduct, as follows:
(A) to the extent arising from an act or omission on the part of the City or its agents, employees, contractors, or invitees in the use and operation of the Project; or (B) to the extent occurring on, or at any time arising from any entry upon, M&H's Property by the City or the City's agents, employees, contractors, or invitees in accordance with § 1.4.

4. Reimbursement. Upon full completion of the Project and the City's acceptance of the final portion of the Project, M&H will be entitled to reimbursement of eligible Project Costs through the City's issuance in accordance with § 4.3 of Fee Credits that M&H may use in either or both of the following ways: by submitting the Fee Credits to the City for redemption in accordance with § 4.5 using revenues from the Impact Fee; and by applying Fee Credits against Impact Fees in accordance with § 4.6.

4.1. Definitions.
(A) "BIC" means the Backbone Infrastructure Component of the Impact Fee, as described in the Finance Plan at page 33.
(B) "BIC Account" means the separate account maintained by the City to hold revenues from the BIC.
(C) "Fee Credit" means a credit against the RIC, BIC, or PIC that would otherwise be collected in connection with the issuance of a building permit issued for all or a portion of the Property.
(D) "Finance Plan" means the Updated Delta Shores Public Facilities Finance Plan approved by Resolution No. 2019-0378 on September 24, 2019, as it may be amended from time to time.
(E) "Reimbursement Amount" means the entire amount of the eligible actual Project Costs M&H incurs for construction of the Project in accordance with this agreement, as determined by the City in its reasonable discretion, up to the amounts indicated for the Project in the Finance Plan. The Reimbursement Amount for each component of the Impact Fee reflects the maximum value of Fee Credits the City will issue for the component in accordance with this agreement.

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(F) "PFC" means the Public Facilities Component of the Impact Fee, as described in the Finance Plan at page 33.
(G) "PFC Account" means the separate account maintained by the City to hold revenues from the PFC.
(H) "RIC" means the Regional Infrastructure Component of the Impact Fee, as described in the Finance Plan at page 33.
(1)

"RIC Account" means the separate account maintained by the City to hold revenues from the RIC.

4.2. Reimbursement Amounts for RIC, BIC, and PFC. The maximum Reimbursement Amounts for the RIC, BIC, and PFC Fee Credits,* which the City will adjust for inflation in accordance with the procedure in the Finance Plan for adjusting the amount of the Impact Fee, are as follows:
(A) For the RIC, $43,363,885. This represents the cost of Regional Infrastructure that is covered by the Finance Plan (i.e., $52,963,527) minus the cost allocated to the Stone-Boswell property (i.e., $9,599,642), which will be separately reimbursed to M&H under the Cost Sharing Agreement. See Exhibit D.
(B) For the BIC, $22,458,201. This represents the cost of Backbone Infrastructure that is covered by the Finance Plan. See Exhibit D.
(C) For the PFC, $6,120,000. This represents the cost of Public Facilities that is covered by the Finance Plan. See Exhibit D.

4.3 Issuance of Fee Credits. When the City has accepted the Project in full in accordance with § 2.1, the City shall issue Fee Credits to M&H from the RIC, BIC, and PFC Accounts in amounts not exceeding the limits specified for those accounts in § 4.2, subject to the following: the total Fee Credits issued will not exceed the approved Project Costs as set forth in Exhibit B. The Fee Credits will be subject to any policies and procedures the City adopts or amends, other than policies and procedures that have the effect of reducing the Reimbursement Amounts described in § 4.2. M&H may appeal any changes to the policies and procedures to the City Council.

4.4 Use of Fee Credits for Fair-Share Contribution. M&H constructed 926,038 square feet of the 1.26 million square feet of commercial development within the Property's Village/Regional Center before the City enacted the Impact Fee (the "Pre-Fee Development"). As a result, M&H thus did not pay in cash, or offset with Fee Credits, the Impact Fee for the Pre-Fee Development, and the Pre-Fee Development has not contributed the fair share allocated to it by the Finance Plan of the cost to construct the Regional, Backbone, and Public Facilities Infrastructure. *The Impact Fee also has an Administrative Component, for which the Reimbursement Amount is $0.

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(A) For the purpose of making the Pre-Fee Development's fair-share contribution, M&H has elected to have the RIC, BIC, and PFC Fee Credits issued under § 4.3 reduced by the following amounts, which represent the RIC, BIC, and PFC Impact Fees that would have been paid had the Impact Fees been in effect when the Pre-Fee Development was constructed. If the approved Project Costs are less than the total Reimbursement Amounts for the RIC, BIC, and PFC, then the City will decrease the maximum amounts in the following tables proportionally.

Maximum RIC Fee Credits Issued Under § 4.3 $43,363,885 Minus RIC Fair-Share Contribution
Multiply 926,038/e by $18.03/e
Maximum RIC Fee Credits Available for Future Use $26,667,420 Maximum BIC Fee Credits issued Under § 4.3

$22,458,201
Minus BIC Fair-Share Contribution
Multiply 926,038/e by $12.77/F
Maximum BIC Fee Credits Available for Future Use $10,632,696 Maximum PFC Fee Credits issued Under § 4.3

$6,120,000
Minus PFC Fair-Share Contribution
Multiply 926,038/e by $3.56/1 1
Maximum PFC Fee Credits Available for Future Use $2,823,305 (B) The City's issuance to M&H in accordance with § 4.3 of the maximum Fee Credits available for future use, and M&H's subsequent redemption or application of those Fee Credits in accordance with § 4.5 or § 4.6 will satisfy the City's obligation under section 7 of the Cost Sharing Agreement (titled "Contributions from Future Owners").

4.5 Redemption of Fee Credits.
(A) RIC and BIC Fee Credits. After the City issues Fee Credits in accordance with § 4.3, M&H may tender available RIC and BIC Fee Credits to the City for redemption in cash, and the City shall redeem the tendered Fee Credits each June and December to the extent funds are then available for reimbursement in the RIC Account and the BIC Account, as applicable. M&H's right to redeem RIC and BIC Fee Credits will terminate when the total cash paid for redemption of those credits plus the total value of RIC and BIC Fee Credits applied to pay the RIC and the BIC (and to make the Pre-Fee Development's fair-share contribution in accordance with § 4.4) reaches the limits specified in § 4.2(A) and § 4.2(B). (B) PFC Fee Credits. After the permanent fire station is constructed in Delta Shores and accepted by the City, M&H may tender PFC Fee Credits for redemption in cash, and the City shall redeem the tendered Fee Credits each June and December to the extent funds are then available for reimbursement in the PFC Acquisition, Reimbursement, and Credit Agreement Page 7 !PC 7-2?-20 l P120-0571
Account. M&H's right to redeern PFC Fee Credits will terminate when the total cash paid for redemption of those credits plus the total value of PFC Fee Credits used to pay the PFC (and to make the Pre-Fee Development's fair-share contribution in accordance with § 4.4) reaches the limit specified in § 4.2(C). (C) Priority for Reimbursement. Funds in the RIC, BIC, and PFC Accounts will not be available for redemption of Fee Credits if the City determines, in its sole discretion, that the funds must be expended upon an infrastructure project in the Finance Plan area for one or more of the following projects:
(1) A project that is essential to protect public health and safety against an immediate risk.
(2) A project that is required as a result of a federal or state mandate. (3) A project that is required to meet federal or state air-quality requirements. (4) A project that is required as a result of, or is needed to alleviate the effects of, an act of God or other disaster.
(D) Sources for Redemption. The City's obligation under this agreement to redeem Fee Credits is limited to the following source of funds: Impact Fees paid to the City for the RIC, BIC, and PFC in accordance with the Fee Ordinance. (1) The City shall maintain revenues from the RIC, BIC, and PFC in the RIC Account, BIC Account, and PFC Account, respectively and shall not commingle those revenues with any other development-impact fees collected with respect to Delta Shores.
(2) M&H is entitled to redeem Fee Credits under this agreement only to the extent revenues from the RIC, BIC, and PFC are available and not otherwise committed for reimbursement to others (no revenues are available as of the effective date of this agreement). Neither the City's general fund nor any of the City's other accounts, funds, or monies is liable for payment of the City's obligations arising under this agreement.
(3) impact Fees that other landowners would otherwise pay might be offset or reduced by credits in consideration of their having constructed Regional Infrastructure, Backbone Infrastructure, or Public Facilities, resulting in no money being paid into the RIC, BIA, and PFC Accounts by those landowners until.their credits are exhausted.

4.6 Application of Fee Credits Against Future Impact Fees. M&H may apply its available RIC Fee Credits, BIC Credits, and PFC Credits against 100% of the RIC, BIC, and PFC, respectively, that would otherwise be payable by M&H with respect to the issuance of a building permit for any building within the Property. M&H must make its claim for use of Fee Credits at the time required by Sacramento City Code § 18.56.125.

Acquisition, Reimbursement, and Credit Agreement l Page 8 WC 7-22-2O Ft 20-0570

4.7 Fee Deferral. If the City adopts a program for deferring payment of the Impact Fee and M&H elects to participate in the program, then M&H's right under § 4.6 to apply Fee Credits against the Impact Fee being deferred will be waived unless exercised when M&H elects to participate (i.e., at the time of deferral).

5. Assignments of Fee Credits. M&H may assign the Fee Credits issued under § 4.3, and hence the right to to reimbursement through redemption of Fee Credits in accordance with § 4.5 and application of Fee Credits against Impact Fees in accordance with § 4.6, to any person or entity in accordance with this § 5.

5.1 City Approval of Assignment. All assignments of Fee Credits under this § 5 are subject to the City's prior written consent, which the City shall not unreasonably withhold or delay, subject to the following:
(A) The City may deny an assignment of Fee Credits if it determines that excessive fractionalization of Fee Credits would result, except that the City shall not deny for such reason an assignment that represents an amount equal to at least $50,000 of M&H's Fee Credits.
(B) The City may assess as a condition of its consent to any assignment, a reasonable fee for the City's review, approval, and administration of the assignment and the assigned Fee Credits.

5.2 Assignment-and-Assumption Agreement. M&H and each assignee of Fee Credits must enter into a written assignment-and-assumption agreement, approved by the City, by which the assignee agrees to be subject to this agreement with respect to the redemption of Fee Credits in accordance with § 4.5 and the application of Fee Credits against Impact Fees in accordance with § 4.6. The assignment-and-assumption agreement must provide that the Fee Credits are subject to any policies and procedures the City adopts or amends, other than policies and procedures that have the effect of reducing the Reimbursement Amounts described in § 4.2; must provide that M&H and the assignee may appeal any changes to the policies and procedures to the City Council; and must obligate M&H and the assignee to fully and completely indemnify and defend the City, as a third-party beneficiary, from any liability relating to the assignment of Fee Credits.

5.3 Priority of Assigned Fee Credits. If M&H assigns any Fee Credits in accordance with this § 5, then the Fee Credits that M&H retains and the Fee Credits it assigns will have the same redemption priority, which will be determined by the effective date of this agreement. If the funds then available in the RIC, BIC, and PFC Accounts, as applicable, are not sufficient to redeem all tendered Fee Credits of the same priority, then redemption of the tendered Fee Credits will be pro rata.

5.4 Disputes between M&H and Assignee. If a dispute arises between M&H, any assignee of M&H, and the City regarding the ownership of Fee Credits, then the City may decline to redeem the disputed Fee Credits and may disallow the use of any Fee Credits to pay the Impact Fee until one of the following occurrs:

Acquisition, Reirnbursement, and Credit Agreement l Page 9 1FC 7-22-20 l (F1.20-0570
(A) All parties to the dispute have executed an agreement in a form approved by the City Attorney specifying the ownership of the disputed Fee Credits and the manner in which the Fee Credits may be exercised. The agreement must contain indemnification and defense provisions acceptable to the City Attorney. (B) One of the parties has obtained an order from a court with jurisdiction over the disputing parties that determines the ownership of the Fee Credits and the manner in which the Fee Credits may be exercised.

5.5 Fee Credits Do Not Run with the Property. The reimbursement rights created by this agreement do not run with the Property and, unless assigned as provided in this § 5, will remain the exclusive rights of Landowner. The City shall not give any Fee Credits to any subsequent purchaser or encumbrancer of any portion of the Property unless M&H and the subsequent purchaser or encumbrancer have entered into an assignment-and-assumption agreement in accordance with this § 5.

6. Miscellaneous.

6.1 Notices. Any notice required or elected to be given hereunder shall be given by placing the notice in the United States mail, postage prepaid, and addressed in accordance with the provisions of this § 6.1. Unless the text of this agreement otherwise provides, notice will be deemed to have been given on the date that the notice was placed in the mail in accordance herewith. Notice to M&H must be given to the single address set forth below.

If to the City:

City of Sacramento
New City Hall
915 l Street, 5th Floor
Sacramento, California 95814
Attention: City Manager
If to M&H:

M&H Realty Partners Vl, LP
425 California Street, 10th Floor
San Francisco, CA 94104
Attention: Peter Merlone
WITH A COPY TO—
Gregory D. Thatch
1730 l Street, Suite 220
Sacramento, CA 95811

6.2 Assignments. A party rnay not assign or otherwise transfer this agreement or any interest in it without the other party's prior written consent, which the other party shall not withhold, delay, or condition unreasonably. An assignment or other transfer made contrary to this § 6.2 is void.

6.3 Binding effect. This agreement binds and inures to the benefit of each party's successors and assigns.

6.4 Effective Date. This agreement is effective on the date both parties have signed it, as indicated by the dates in the signature blocks below.

Acquisition, Reimbursement, and Credit Agreement l Page 10 PC 7-21-201 PL2C,05-20

6.5 interpretation. This agreement is to be interpreted and applied in accordance with California law, except that that the rule of interpretation in California Civil Code section 1654 will not apply.
(A) Exhibits A, 8, C, and D are part of this agreement. (B) "Include" and its variants are terms of enlargement rather than of limitation. For example, "includes" means "includes but not limited to," and "including" means "including but not limited to."
(C) lf any provision in this agreement conflicts with the Finance Plan, then the Finance Plan will govern.

6.6 Severability. lf a court with jurisdiction rules that any provision of this agreement is invalid, unenforceable, or contrary to law or public policy, then the parties want the court to interpret this agreement as follows:
(A) by modifying the provision to the minimum necessary to make it enforceable or, if that modification is not permitted by law, by disregarding the provision; (B) by holding that the rest of the agreement will remain in effect as written; (C) by holding that the provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable; and (D) by holding the entire agreement unenforceable if modifying or disregarding the unenforceable provision would result in the failure of an essential purpose of this agreement.

6.7 Force Majeure. Except as otherwise expressly provided in this agreement, if the performance of any act required by this agreement to be performed by either party is prevented or delayed because of a Force Majeure Event, then the time for performance will be extended for a period equivalent to the period of delay, and performance of the act during the period of delay will be excused. "Force Majeure Event" means a cause of delay that is not the fault of the party who is required to perform under this agreement and is beyond that party's reasonable control, including the elements (including floods, earthquakes, windstorms, and unusually severe weather), fire, energy shortages or rationing, riots, acts of terrorism, war or war- defense conditions, acts of any public enemy, epidemics, the actions or inactions of any governmental entity (excluding the City when not exercising its police power) or that entity's agents, litigation, labor shortages (including shortages caused by strikes or walkouts), and materials shortages. This § 6.7 does not excuse either party's obligation to perform an act when performance is rendered difficult or impossible solely because of that party's financia( condition.

6.8 Preparation Fees. M&H shall pay to the City the sum of $1,500 for the City Attorney's services in negotiating and drafting this agreement.

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6.9 Waiver. A party's failure to insist on strict performance of this agreement or to exercise any right or remedy upon breach of this agreement will not constitute a waiver of the performance, right, or remedy. A party's waiver of another party's breach of any provision in this agreement will not constitute a continuing waiver or a waiver of any subsequent breach of the same or any other provision. A waiver is binding only if set forth in a writing signed by the waiving party.

6.10 Venue. Venue of any litigation arising out of, or connected with, this agreement will lie exclusively in the Sacramento County Superior Court or the U.S. District Court for the Eastern District of California (Sacramento Division). The parties consent to jurisdiction over their persons and over the subject matter of any such litigation in those courts and to service of process issued by those courts.

6.11 Authority to Sign. Each person who signs this agreement on a party's behalf represents that he or she is authorized to do so.

6.12 Entire Agreement. This agreement and the Cost Sharing Agreement set forth the parties' entire understanding regarding the matters set forth above and and are intended to be the parties' final, complete, and exclusive expression of those matters.

This agreement and the Cost Sharing Agreement supersede all prior or contemporaneous agreements, representations, and negotiations—written, oral, expressed, or implied—and may be modified only by another written agreement signed by both parties.
(Signature Page Follows)
Acquisition, Reimbursement, and Credit Agreement J Page 12 IFC 7-22-20 f Ft20-0S70
By: Merl e/Hagenbuch VI Inc., a
Cali
pa
By:

Scott Ã. ivlcPherson
Executive Ma aging Director
Date: 2020
oration, its general
City of Sacramento
By: lcyne Milstein (Sep 8, 7030 00:31 PDT)
Leyne Milstein
for
Howard Chan, City Manager
Date: 2020
Attest:
n 'Pt —y: J Isep 8 2 .02.0 09 42 PDM
City Clerk
Approved as to Form
M&H Realty Partners VI, LP., a California
limited partnership
By: MHRP VI L.P., a California limited
partnership, its general partner
By:

Senior Deputy City Attorney
Acquisition, Reimbursement, and Credit Agreement I Signature Page P120-0570 Exhibit A
Property Description

PARCEL A, PARCEL B, PARCEL C AND PARCEL D AS DESCRIBED IN THAT GRANT DEED TO M & H REALTY PARTNERS VI L.P., A CALIFORNIA LIMITED PARTNERSHIP DATED MAY 5, 2019 RECORDED IN DOCUMENT NO. 201905141227 OF OFFICIAL RECORDS OF SACRAMENTO COUNTY, IN THE CITY OF SACRAMENTO, COUNTY OF SACRAMENTO, STATE OF CALIFORNIA.

TOGETHER WITH
PARCEL 1 AS DESCRIBED IN THAT GRANT DEED TO M & H REALTY PARTNERS VI L.P., A CALIFORNIA LIMITED PARTNERSHIP DATED NOVEMBER 2, 2018 RECORDED IN DOCUMENT NO. 201811020929

OF OFFICIAL RECORDS OF SACRAMENTO COUNTY, IN THE CITY OF SACRAMENTO, COUNTY OF SACRAMENTO, STATE OF CALIFORNIA.

TOGETHER WITH

PARCEL ONE AND PARCEL FIVE AS DESCRIBED IN THAT GRANT DEED TO M & H REALTY PARTNERS VI L.P., A CALIFORNIA LIMITED PARTNERSHIP DATED JUNE 30, 2016 RECORDED IN BOOK 20160630, PAGE 1120 OF OFFICIAL RECORDS OF SACRAMENTO, SITUATE IN THE CITY OF SACRAMENTO, COUNTY OF SACRAMENTO, STATE OF CALIFORNIA.

Acquisition, Reimbursement, and Credit Agreement I Exhibit A WC 7-22-20 t PL20-0570
Exhibit B
Project Description and Cost Estimates
Regional Infrastructure
• 1-5 Interchange and Cosumnes River Boulevard Extensions $50,009,106 • 1-5 and Cosumnes River Boulevard Enhancements
$2,954,421
Note: In accordance with City Agreement No. 2012-0059), (a) the City constructed the Regional Infrastructure, with the cost allocated as follows: (a) the City and M&H shared the cost of the 1-5 Interchange and Cosumnes River Boulevard Extensions, with the City paying 50.8% and M&H paying 49.2%, representing the 41.3% Delta Shores share plus the 7.9% Stone-Boswell share; and (b) M&H paid 100% of the cost of the 1-5 and Cosumnes River Boulevard Enhancements, subject to later reimbursement from the owners of the Stone-Boswell property of their 16% share.

Backbone Infrastructure
Roads
• Delta Shores Circle South 1A (roadway)
Sewer
• Delta Shores Circle South 1A (sewer)
Storm Drain
• Drainage — 2 Regional Basins and 3 WQ Ponds
• Delta Shores Circle South 1A
• Interconnections 1C
$11,957,488
$1,902,006
$4,630,388
$2,749,186
$1,219,132
Note: M&H constructed the Backbone Infrastructure without any financial contribution from the City.

Public Facilities
$6,414,493 • Swainson Hawk/Agricultural Mitigation
Note: M&H performed the mitigation without any financial contribution from the City.

Acquisition, Reimbursement, and Credit Agreement Exhibit B 1PC 7-22-20 l P120-0$70
Exhibit C
Hazardous Substances
A. No Review, Examination or Assessment.

The parties acknowledge and understand that City has not conducted any review, examination, or assessment to assess, identify, or detect the presence of any Hazardous Substances, as defined below, on, under, or around M&H's Property. As between the City and M&H, any liability associated with the presence of any Hazardous Substances on, under, or around M&H's Property, including any interests in M&H's Property dedicated to City under this agreement, will be governed by the indemnity provisions in this agreement regardless of whether any such review, examination, or assessment is conducted.

B. Definition of Hazardous Substances.
"Hazardous Substances" means any substance, material, waste, or other pollutant or contaminant that is or becomes designated, classified, or regulated as hazardous or toxic under any federal, state, or local law, statute, ordinance, regulation, rule, order, decree, or other governmental requirement now in effect or later enacted.

Acquisition, Reimbursement, and Credit Agreement Exhibit C WC 7-22-20 f K20-0570